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Headway Interim / Quarterly Report 2023

Nov 28, 2023

51919_rns_2023-11-28_ebe31676-f677-4f82-9640-cd987cf960bd.pdf

Interim / Quarterly Report

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HEADWAY ADVANCED MATERIALS INC. AND SUBSIDIARIES

Consolidated Financial Statements for the Six Months Ended June 30, 2023 and 2022 and Independent Auditors’ Review Report

(English Version)

Address: No. 71, Guangfu Road, Hukou, Hsinchu County TEL: (03)5978899

Note: The English version is the translation of the Chinese version and if there is any discrepancy between this English translation and the Chinese text of this document, the Chinese text shall prevail.

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§ CONTENTS §

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Financial
Statements
Items Page
Note No.
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Items Page Financial
Statements
Note No.
1. Cover Page 1 -
2. Contents 2 -
3. Independent Auditors’ Review Report 3~4 -
4. Consolidated Balance Sheets 5 -
5. Consolidated Statement of Comprehensive
Income 6~7 -
6. Consolidated Statement of Changes in Equity 8 -
7. Consolidated Cash Flow Statement 9~10 -
8. Notes to Consolidated Financial Statements
(1) Company History 11 1
(2) Date and Procedures of the Authorization
of Consolidated Financial Statement 11 2
(3) Application of the newly announced and
Amended regulations and interpretations 11~12 3
(4) Summary of Significant Accounting Policies 12~14 4
(5) Significant Accounting judgments,
Estimations, and the Main Sources of
Assumption Uncertainties 14 5
(6) Description of Major Accounting Items 14~47 6~29
(7) Related Party Transactions 47~49 30
(8) Collateral Assets 49 31
(9) Contractual Commitment with Material or
Liabilities without Recognition 49 32
(10) Major Casualty Loss - -
(11) Major Post-Period Matters - -
(12) Other Matters 49~50 33
(13) Notes to Disclosure
1. Major Transaction Related Information 50~51,54~56 34
2. Investments Related Information 51,57 34
3. Investments in Mainland China 52,58~59 34
4. Major Shareholders 52,60 34
(14) Segment Information 52~53 35
  • 2 -

Independent Auditors’ Review Report

To Headway Advanced Materials Inc.:

Introduction

We have reviewed the accompanying financial statements of Headway Advanced Materials Inc.(the Company) and its subsidiaries, which comprise the consolidated balance sheets as of June 30, 2023, and 2022, the related consolidated statements of comprehensive income from April 1 to June 30, 2023 and 2022 and from January 1 to June 30, 2023 and 2022, the consolidated statements of changes in equity and cash flows from January 1 to June 30, 2023 and 2022, and the notes to the consolidated financial statements (including a summary of significant accounting policies). Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Accounting Standard 34 "Interim Financial Reporting" endorsed and issued into effect by the Financial Supervisory Commission ("FSC") of the Republic of China ("ROC''). Our responsibility is to express a conclusion on the consolidated fincncial statements based on our reviews.

Scope of Review

Except as stated in the following paragraph, we conducted our reviews in accordance with the International Standard on Review Engagements 2410 "Review of Financial Information Performed by the Independent Auditor of the Entity". A review of consolidated financial statements consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

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Basis for Qualified Conclusion

As disclosed in Note 13 to the consolidated financial statements, the financial statements of non-significant subsidiaries included in the consolidated financial statements referred to in the first paragraph were not reviewed. As of June 30, 2023 and 2022, combined total assets of these non-significant subsidiaries were NT$ 567,855 thousand and NT$ 546,510 thousand, respectively, representing 33% and 29%, respectively, of the consolidated total assets, and combined total liabilities of these subsidiaries were NT$ 60,334 thousand and NT$ 67,440 thousand, respectively, representing 9% and 9%, respectively, of the consolidated total liabilities; for the three months ended June 30, 2023 and 2022, the amounts of combined comprehensive income of these subsidiaries were NT$ 1,146 thousand and NT$ (16,433) thousand, representing (17)% and (191)%, respectively, of the consolidated total comprehensive income; for the six months ended June 30, 2023 and 2022, the amounts of combined comprehensive income of these subsidiaries were NT$ 10,065 thousand and NT$ (22,408) thousand, representing 440% and (47)%, respectively, of the consolidated total comprehensive income.

Qualified Conclusion

Based on our reviews, except for the adjustments, if any, as might have been determined to be necessary had the financial statements of the non-significant subsidiaries as described in the preceding paragraph been reviewed, nothing has come to our attention that caused us to believe that the accompanying consolidated financial statements do not give a true in all material respects, the consolidated financial position of the Company and its subsidiaries as of June 30, 2023 and 2022, its consolidated financial performance for the three months ended June 30, 2023 and 2022, and its consolidated financial performance and its consolidated cash flows for the six months ended June 30, 2023 and 2022 in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Accounting Standard 34 “Interim Financial Reporting” endorsed and issued into effect by the FSC of the ROC.

Deloitte & Touche

Taipei, Taiwan Republic of China August 10, 2023

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Headway Advanced Materials Inc. and Subsidiaries

Consolidated Balance Sheets

June 30, 2023 & 2022

Units: In Thousands of New Taiwan Dollars

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June 30, 2023 December 31, 2022 June 30, 2022 June 30, 2023 December 31, 2022 June 30, 2022
(Reviewed) (Audited) (Reviewed) (Reviewed) (Audited) (Reviewed)
C o d e Assets Amount % Amount % Amount % C o d e Liabilities & Equity Amount % Amount % Amount %
Current Assets Current Liabilities
1100 Cash and cash equivalents (Note 6 & 29) $ 448,399 26 $ 515,296 29 $ 488,560 26 2100 Short-trem borrowings (Note 19, 29 & 31) $ 177,017 10 $ 160,530 9 $ 114,384 6
1136 Current financial assets at amortized cost 2110 Short-trem bills payable (Note 19 & 29) - - 99,907 6 29,994 1
(Note 9 & 29) 161,879 9 130,150 7 105,688 6 2130 Contract liabilities (Note 23) 2,183 - 10,081 1 5,583 -
1150 Notes receivable, net (Note 11, 29 & 30) 44,712 3 32,163 2 46,848 3 2150 Notes payble (Note 29 & 30) 49,835 3 59,307 3 105,520 6
1170 Accounts receivable, net (Note 11, 29 & 30) 252,800 14 262,139 15 328,733 18 2170 Accounts payable (Note 29 & 30) 61,111 4 73,990 4 89,032 5
1220 Current tax assets (Note 25) 10,454 1 10,507 - - - 2206 Compensation payable to employees &
130X Inventories (Note 12) 303,216 17 346,689 19 382,283 20 directors (Note 24) 3,585 - 3,455 - 15,394 1
1476 Other financial assets – current (Note 10, 29 2216 Dividend payable 42,182 2 - - 105,503 6
& 31) 30,000 2 30,000 2 42,780 2 2220 Other payables (Note 20) 61,575 4 63,594 4 74,104 4
1479 Other current Assets (Note 18) 26,377 1 16,307 1 19,742 1 2230 Current tax liabilities (Note 25) 943 - 2,154 - 14,305 1
11XX Total Current Assets 1,277,837 73 1,343,251 75 1,414,634 76 2280 Lease liabilities – current (Note 15 & 29) 9,419 1 4,466 - 7,702 -
2399 Other current liabilities (Note 20) 5,814 - 3,322 - 3,185 -
Non-current Assets 21XX Total Current Liabilities 413,664 24 480,806 27 564,706 30
1510 Financial assets at fair value through profit or
loss, non-current (Note 7 & 29) 13,753 1 11,113 1 4,253 - Non-current Liabilities
1520 Financial assets at fair value through other 2540 Long-term borrowings (Note 19, 29 & 31) 200,000 11 165,000 9 165,000 9
comprehensive income, non-current (Note 2570 Deferred tax liabilities (Note 25) 24,475 1 24,475 1 24,475 1
8 & 29) 1,670 - 1,467 - 1,782 - 2580 Lease liabilities, non-current (Note 15 & 29) 28,721 2 9,514 1 11,256 1
1600 Properity, plant and equipment (Note 14 & 31) 322,221 19 337,559 19 336,739 18 2640 Defined benefit liabilities (Note 21) - - - - 5,396 -
1755 Right-of-use assets (Note 15) 64,758 4 41,524 2 46,864 3 25XX Total Non-current Liabilities 253,196 14 198,989 11 206,127 11
1780 Intangible assets (Note 17) 167 - 320 - 247 -
1805 Goodwill (Note 16) 1,625 - 1,673 - 1,684 - 2XXX Total Liabilities 666,860 38 679,795 38 770,833 41
1840 Deferred tax assets (Note 25) 23,581 1 23,752 1 25,060 1
1920 Guarantee deposits paid 6,161 - 6,184 - 6,182 - Equity (Note 22)
1975 Net defined benefit assets (Note 21) 361 - 181 - - - Equity Attributable To Owners of The Company
1990 Other non-current assets (Note 18) 28,004 2 26,774 2 30,465 2 Capital
15XX Total Non-current Assets 462,301 27 450,547 25 453,276 24 3110 Common stock captial 703,033 40 703,033 39 703,353 38
3200 Capital surplus 13,081 1 13,081 1 12,761 1
Retained earnings
3310 Legal reserve 217,716 13 215,371 12 215,371 11
3320 Special reserve 58,130 3 95,488 5 95,488 5
3350 Unappropriatee retained earnings 33,514 2 38,765 2 33,130 2
3300 Total Retained Earnings 309,360 18 349,624 19 343,989 18
3400 Other equity ( 57,100 ) ( 3 ) ( 58,375 ) ( 3 ) ( 66,763 ) ( 4 )
31XX Total Equity Attributable To Owners of
The Company 968,374 56 1,007,363 56 993,340 53
36XX Non-controlling Interests 104,904 6 106,640 6 103,737 6
3XXX Total Equity 1,073,278 62 1,114,003 62 1,097,077 59
1XXX Total Assets $ 1,740,138 100 $ 1,793,798 100 $ 1,867,910 100 Total Liabilities & Equity $ 1,740,138 100 $ 1,793,798 100 $ 1,867,910 100
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The accompanying notes are an integral part of the consolidated financial statements. (With Deloitte & Touche auditors’ review report dated August 10, 2023)

Chairman Liou, Han Yin

Manager Chao, Wei Chun

Accountant in Charge Liao, Pei Hung

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Headway Advanced Materials Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income

For the Three Months and for the Six Months Ended June 30, 2023 & 2022

(Reviewed, not Audited)

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Unit: In Thousands of NTD, EPS in NTD
For the Three Months For the Three Months For the Six Months For the Six Months
Ended June 30,2023 Ended June 30,2022 Ended June 30,2023 Ended June 30,2022
C o d e Amount % Amount % Amount % Amount %
4000 Net operating revenue (Note
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C o d e
4000
Net operating revenue (Note Amount Amount Amount Amount
23, 30 & 35) $ 242,907 100 $ 372,998 100 $ 562,093 100 $ 790,333 100
5000 Operating costs (Note 12, 24
&30) 213,247 88 321,715 86 490,698 87 674,182 86
5900 Gross Proifit 29,660 12 51,283 14 71,395 13 116,151 14
Operating expenses (Note 24)
6100 Selling expenses 11,822 5 12,292 3 24,563 5 27,438 3
6200 Administrative expenses 21,563 9 22,846 6 44,913 8 47,614 6
6300 Research and development
expenses 6,146 2 6,823 2 11,929 2 14,344 2
6450 Expected credit loss (gain) 2,043 1 4,123 1 ( 907) - 6,805 1
6000 Total operating
expenses 41,574 17 46,084 12 80,498 15 96,201 12
6900 Profit (Loss) on operations ( 11,914) ( 5) 5,199 2 ( 9,103) ( 2) 19,950 2
Non-operating income and
Expenses (Note 24)
7100 Interest income 6,500 3 2,187 - 12,733 2 4,427 -
7010 Other income 3,013 1 3,467 1 4,390 1 5,096 1
7020 Other gains and losses 748 - (
7,902 )
(
2 )
(
202 )
- (
1,989 )
-
7050 Financial costs ( 2,230) ( 1) ( 1,285) - ( 4,436) ( 1) ( 2,522) -
7000 Total non-operating income
and expenses 8,031 3 ( 3,533) ( 1) 12,485 2 5,012 1
7900 Pre-tax Profit (loss) (
3,883 )
(
2 )
1,666 1 3,382 - 24,962 3
7950 Income tax (Note 4 & 25) ( 1,130) - ( 2,293) ( 1) ( 1,650) - ( 7,634) ( 1)
8200 Net Profit (Loss) for the
period ( 5,013) ( 2) ( 627) - 1,732 - 17,328 2
Other comprehensive
income(Note 22)
8310 Items that will not be
reclassified ubsequently
to profit or loss:
8316 Unrealized gains or
losses on investments
in equity instruments
at fair value through
other comprehensive
income (
129 )
- (
183 )
- 203 - 1 -
8360 Items that may be
reclassified ubsequently
to profit or loss:
8361 Exchange differences
on translation of the
financial statement
of foreign operations
(Note 22) (
1,996 )
(
1 )
11,808 3 557 - 37,820 5
8399 Income tax related to
itmes that may be
reclassified (Note 22
&25) 293 - ( 2,395) ( 1) ( 207) - ( 7,510) ( 1)
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For the Three Months For the Three Months For the Six Months For the Six Months
Ended June 30,2023 Ended June 30,2022 Ended June 30,2023 Ended June 30,2022
C o d e Amount % Amount % Amount % Amount %
8300 Total other
comprehensive
income (After
Tax) ( 1,832 ) ( 1 ) 9,230 2 553 - 30,311 4
8500 Total comprehensive
income ( $ 6,845 ) ( 3 ) $ 8,603 2 $ 2,285 - $ 47,639 6
Profit (loss) attributable to:
8610 The Company owners ( $ 3,742 ) ( 2 ) ( $ 635 ) - $ 1,918 - $ 17,510 2
8620 Non-controlling interests ( 1,271 ) - 8 - ( 186 ) - ( 182 ) -
8600 ( $ 5,013 ) ( 2 ) ( $ 627 ) - $ 1,732 - $ 17,328 2
Comprehensive income
attributable to:
8710 The Company owners ( $ 5,043 ) ( 2 ) $ 8,770 2 $ 2,948 - $ 47,554 6
8720 Non-controlling interests ( 1,802 ) ( 1 ) ( 167 ) - ( 663 ) - 85 -
8700 ( $ 6,845 ) ( 3 ) $ 8,603 2 $ 2,285 - $ 47,639 6
Earnings per share (Note 26)
9750 Basic ( $ 0.05 ) ( $ 0.01 ) $ 0.03 $ 0.25
9850 Diluted ( $ 0.05 ) ( $ 0.01 ) $ 0.03 $ 0.25
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The accompanying notes are an integral part of the consolidated financial statements. (With Deloitte & Touche auditors’ review report dated August 10, 2023)

Chairman: Liou, Han Yin

Manager: Chao, Wei Chun

Accountant in Charge Liao, Pei Hung

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Head wa y Ad va nced Mat eria ls I n c. a nd Subs id ia ries

Co ns olid ate d Sta te me nt o f C ha n ges in Equit y Fro m Ja nua ry 1 t o J une 3 0, 2 02 3 & 20 22

(Re vie we d, not Aud it ed)

U nit : I n Tho us a nds o f N TD, un l ess s ta ted ot he rw is e

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Equity Attributable To The Company Owners
Other Equity
Capital surplus (Note 22) Unrealized
Common stock captial Retained earnings (Note 22) gains and
losses on
Exchange investments in
differences on equity
translation of instruments at
the financial fair value
Shares Unappropriated statement of Unrealized through other Non
(Thousand Additional from logn-term Employee Restricted retained foreign revaluation comprehensive Unearned -controlling
Code shares) Amount paid-in capital investement stock options stock units From merger Total Legal reserve Special reserve earnings Total operations increments income compensation Total Interests Total Equity
A1 Balance as of January 1, 2022 70,336 $ 703,353 $ 4,142 $ 1,497 $ 3,225 $ 3,006 $ 891 $ 12,761 $ 201,208 $ 86,263 $ 144,203 $ 431,674 ( $ 99,875 ) $ 6,800 ( $ 2,411 ) ( $ 1,990 ) $ 1,050,312 $ 118,522 $ 1,168,834
2021 Appropriation and
distribution of retained
earnings:
B1 Legal reserve - - - - - - - - 14,163 - ( 14,163 ) - - - - - - - -
B3 Special reserve - - - - - - - - - 9,225 ( 9,225 ) - - - - - - - -
B5 Cash dividends - - - - - - - - - - ( 105,503 ) ( 105,503 ) - - - - ( 105,503 ) - ( 105,503 )
D1 Net profit (loss) for the six
months ended June 30,
2022 - - - - - - - - - - 17,510 17,510 - - - - 17,510 ( 182 ) 17,328
D3 Other comprehensive income
for the six months ended
June 30, 2022 - - - - - - - - - - - - 30,043 - 1 - 30,044 267 30,311
D5 Total comprehensive income
for the six months ended
June 30, 2022 - - - - - - - - - - 17,510 17,510 30,043 - 1 - 47,554 85 47,639
N1 Compensation cost from
restricted stock units - - 719 - - ( 719 ) - - - - - - - - - 977 977 - 977
O1 Cash dividends for
non-controlling interests - - - - - - - - - - - - - - - - - ( 14,870 ) ( 14,870 )
Q1 Disposal of investments in
equity instruments at fair
value through other
comprehensive income - - - - - - - - - - 308 308 - - ( 308 ) - - - -
Z1 Balance as of June 30, 2022 70,336 $ 703,353 $ 4,861 $ 1,497 $ 3,225 $ 2,287 $ 891 $ 12,761 $ 215,371 $ 95,488 $ 33,130 $ 343,989 ( $ 69,832 ) $ 6,800 ( $ 2,718 ) ( $ 1,013 ) $ 993,340 $ 103,737 $ 1,097,077
A1 Balance as of January 1, 2023 70,304 $ 703,033 $ 5,587 $ 1,497 $ 3,225 $ 1,881 $ 891 $ 13,081 $ 215,371 $ 95,488 $ 38,765 $ 349,624 ( $ 61,897 ) $ 6,800 ( $ 3,033 ) ( $ 245 ) $ 1,007,363 $ 106,640 $ 1,114,003
2022 Appropriation and
distribution of retained
earnings:
B1 Legal reserve - - - - - - - - 2,345 - ( 2,345 ) - - - - - - - -
B3 Special reserve - - - - - - - - - ( 37,358 ) 37,358 - - - - - - - -
B5 Cash dividends - - - - - - - - - - ( 42,182 ) ( 42,182 ) - - - - ( 42,182 ) - ( 42,182 )
D1 Net profit for the six months
ended June 30, 2023 - - - - - - - - - - 1,918 1,918 - - - - 1,918 ( 186 ) 1,732
D3 Other comprehensive income
for the six months ended
June 30, 2023 - - - - - - - - - - - - 827 - 203 - 1,030 ( 477 ) 553
D5 Total comprehensive income
for the six months ended
June 30, 2023 - - - - - - - - - - 1,918 1,918 827 - 203 - 2,948 ( 663 ) 2,285
N1 Compensation cost from
restricted stock units - - 936 - - ( 936 ) - - - - - - - - - 245 245 - 245
O1 Cash dividends for
non-controlling interests - - - - - - - - - - - - - - - - - ( 1,073 ) ( 1,073 )
Z1 Balance as of June 30, 2023 70,304 $ 703,033 $ 6,523 $ 1,497 $ 3,225 $ 945 $ 891 $ 13,081 $ 217,716 $ 58,130 $ 33,514 $ 309,360 ( $ 61,070 ) $ 6,800 ( $ 2,830 ) $ - $ 968,374 $ 104,904 $ 1,073,278
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T he acc o mpa ny in g note s are a n int e gra l pa rt o f t he c o ns o lid ate d fina nc ia l st ate me nt s .

Chairman Liou, Han-Yin Manager Chao, Wei-Chun Accountant in Charge Liao, Pei-Hung

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Headway Advanced Materials Inc. and Subsidiaries

Consolidated Cash Flow Statement

For the Six Months Ended June 30, 2023 & 2022

(Reviewed, not Audited)

Unit: In Thousands of NTD

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For the Six Months For the Six Months
C o d e Ended June 30,2023 Ended June 30,2022
Cash Flows from Operating Activities:
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A10000 Pre-tax Profit (loss) $ 3,382 $ 24,962
A20000 Adjustments to reconcile profit (loss):
A20100 Depreciation expense 31,729 31,272
A20200 Amortization expense 65 95
A20300 Expected credit loss(gain)/
Provision (reversal of provision)
for bad debt expense ( 907 ) 6,805
A20400 Net loss (gain) on financial
liabilities at fair value through
loss(profit) ( 191 ) 1,075
A20900 Interest cost 4,436 2,522
A21200 Interest income ( 12,733 ) ( 4,427 )
A21900 Cmpensation cost relating to
share-based payment 245 977
A22500 Loss (gain) on disposal of property,
plant and equipment - ( 100 )
A23700 Loss for market price decline and
obsolete and slow-moving
inventories 1,570 7,021
A24100 Loss on foreign exchange, net ( 348 ) 28,381
A30000 Net changes in operating assets and
liabilities:
A31130 Notes receivable ( 12,554 ) 5,156
A31150 Accounts receivable 11,239 ( 29,805 )
A31200 Inventories 42,406 ( 76,284 )
A31240 Other current assets ( 9,780 ) ( 2,692 )
A31250 Other financial assets – current - 19,143
A31990 Net defined benefit assets ( 30 ) -
A32130 Notes payable ( 9,472 ) 30,609
A32150 Accounts payable ( 12,815 ) 7,211
A32180 Other payable & Other current
liabilities ( 389 ) ( 2,084 )
A32190 Compensation payable to
employees & directors 130 ( 1,425 )
A32125 Contract liabilities ( 7,898 ) 2,560
A32240 Net defined benefit liabilities ( 150) ( 612)
A33000 Cash generated (used in) form operations 27,935 50,360
A33300 Interest paid ( 4,741 ) ( 2,688 )
A33500 Income tax paid ( 2,844) ( 29,526)
  • 9 -

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For the Six Months For the Six Months
C o d e Ended June 30,2023 Ended June 30,2022
AAAA Net Cash Generated (Used In) from
Operating Activities 20,350 18,146
Cash Flows from Investing Activities:
B00020 Proceeds from disposal of financial assets
at fair value through other
comprehensive income $ - $ 618
B00040 Payment for financial assets at amortised
cost ( 70,626 ) ( 20,224 )
B00050 Proceeds from disposal of financial assets
at amortised cost 40,544 17,668
B00100 Acquisition of financial assets at fair
value through profit or loss ( 3,458 ) ( 2,580 )
B00200 Proceeds from disposal of financial assets
at fair value through profit or loss 1,009 -
B02700 Payment for property, plant and
equipment ( 10,521 ) ( 19,821 )
B02800 Proceeds from disposal of property, plant
and equipment - 107
B03800 Decrease in guarantee deposits paid - 248
B04500 Payment for intangible assets ( 180 ) ( 155 )
B07100 Increase in prepayments for equipment ( 1,230 ) ( 4,680 )
B07500 Interest received 12,391 3,457
BBBB Net Cash Used In from Investing
Activities ( 32,071 ) ( 25,362 )
Cash Flows from Financing Activities:
C00100 Increase in Short-trem borrowings 16,482 592
C00500 Decrease in Short-trem bills payable ( 100,000 ) ( 10,000 )
C01600 Proceeds from long-term borrowings 35,000 -
C04020 Repayment of the principal portion of
lease liabilities ( 4,985 ) ( 4,900 )
C05200 Cash dividends for non-controlling
interests paid ( 1,073 ) ( 14,870 )
CCCC Net cash flows from (used in)
financing activities ( 54,576 ) ( 29,178 )
DDDD Effects of Exchange Rate Changes on the
Balance of Cash Held in Foreign Currencies ( 600 ) ( 2,682 )
EEEE Net Decrease in Cash and Cash Equivalents ( 66,897 ) ( 39,076 )
E00100 Cash and Cash Equivalents at the Beginning of
the Period 515,296 527,636
E00200 Cash and Cash Equivalents at the End of the
Period $ 448,399 $ 488,560
T he acc o mpa ny in g note s are a n int e gra l pa rt o f t he c o ns o lid ate d fina nc ia l s t ate me nt s.
(Wit h De lo it te & Touc he a ud it o rs’ re view re po rt da ted Aug us t 10, 20 23 )
Chairman: Manager: Accountant in Charge :
Liou, Han Yin Chao, Wei Chun Liao, Pei Hung
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Headway Advanced Materials Inc. and Subsidiaries Notes to Consolidated Financial Statements For the Six Months Ended June 30, 2023 & 2022

(Amounts expressed in Thousands of NTD, unless stated otherwise

1. Company History

Headway Advanced Materials Inc. (hereinafter referred to as "the Company") was established on April 24, 1976. Its business includes the manufacture, processing, and sale of PU curing agents, processing agents, coatings, resin for coatings, adhesives, flatting agents, and related raw materials.

The Company's stock has been listed on the Taiwan Stock Exchange since May 2016.

This consolidated financial report is expressed in the functional currency of the Company, which is New Taiwan dollars.

  • Hereinafter, the Company and its subsidiaries will be collectively referred to as

  • "the Consolidated Company".

2. Date and Procedures of the Authorization of Financial Statements

The consolidated financial statement was authorized by the Board of Directors on August 10, 2023.

  1. Application of the Newly Announced and Amended Regulations and Interpretations

  2. (1) The Company has adopted International Financial Reporting Standards (IFRSs) that were recognized by the Financial Supervisory Commission, International Accounting Standards (IAS), Interpretations, and Notices (IFRS), Interpretation (IFRIC), and Interpretative Announcement (SIC) for the first time.

  3. The Company has started applying the amended International Financial Reporting Standards (IFRSs) that were recognized and announced by the Financial Supervisory Commission (FSC) and it will not have a significant impact on the accounting policies of the Consolidated Company.

  4. (2) The IFRSs issued by the International Accounting Standards Board (IASB) but not yet endorsed and issued into effect by the FSC:

Newly announced / revised / amended regulations and interpretations

  • Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets between an Investor and its Associate or Joint Venture”

Effective date for the announcement of the IASB (Remark1)

To be determined by IASB

  • 11 -

Effective date for the announcement of the IASB (Remark1)

Newly announced / revised / amended regulations and announcement of the interpretations IASB (Remark1) Amendments to IFRS 16“Lease Liability in a Sale and Leaseback” January 1, 2024 Remark2 IFRS 17“Insurance Contracts” January 1, 2023 Amendments to IFRS 17 January 1, 2023 Amendments to IFRS 17“Initial Application of IFRS 17 and IFRS 9 — Comparative Information” January 1, 2023 Amendments to IAS 1 “Classification of Liabilities as Current or Noncurrent” and “Non-current Liabilities with Covenants” January 1, 2024 Amendments to IAS 1“Non-current Liabilities with Covenants” January 1, 2024 Amendments to IAS 7 and IFRS 7 “Supplier Finance Arrangements ” January 1, 2024 Amendments to IAS 12 “International Tax Reform — Remark3 Pillar Two Model Rules ”

  • Remark1: Unless otherwise stated, the above newly announced/ revised/ amended regulations or interpretations become effective for annual reporting periods beginning on or after the respective dates mentioned.

  • Remark2: A seller-lessee should retrospectively apply the amendments to IFRS 16 for sale and leaseback transactions entered into after the initial application of IFRS 16.

  • Remark3: The requirement that an entity applies the exception and the requirement to disclose that it has applied the exception immediately upon issuance of the amendments and retrospectively in accordance with IAS 8. The remaining disclosure requirements are required for annual reporting periods beginning on or after 1 January 2023.

As of the date the accompanying consolidated financial statements were authorized for issue, the Consolidated Company continues in evaluating the impact on its financial position and financial performance from the initial adoption of aformentioned standards or interpretations and related applicable period. The related impact will be disclosed when the Consolidated Company completes its evaluation.

  1. Summary of Significant Accounting Policies

  2. (1) Statement of compliance

  3. 12 -

These interim consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IAS 34 “Interim Financial Reporting” as endorsed and issued into effect by the FSC. Disclosure information included in these interim consolidated financial statements is less than the disclosure information required in a complete set of annual consolidated financial statements.

  • (2) Preparation basis for financial statements

The consolidated financial statements have been prepared on the historical cost basis except for financial instruments measured at fair value, and net defined benefit assets/ liabilities measured at the present value of the defined benefit obligation less the fair value of plan assets.

The fair value measurements, which are grouped into Levels 1 to 3 based on the degree to which the fair value measurement inputs are observable and based on the significance of the inputs to the fair value measurement in its entirety, are described as follows:

  • 1) Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company can access at the measurement date.

  • 2) Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for an asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices).

  • 3) Level 3 inputs are unobservable inputs for an asset or liability.

  • (3) Consolidation basis

This consolidated financial report includes the financial statements of the Company and the entities (subsidiaries) controlled by the Company. The consolidated statements of comprehensive income have included the operating profit and loss of the acquired or disposed subsidiary companies in the current period from the date of acquisition or till the date of disposal. The financial reports of the subsidiaries have been adjusted to make their accounting policies consistent with the accounting policies of the Consolidated Company. All transactions, account balances, incomes, and expenses between business entities have been written-off at the time of preparing the consolidated financial report. The total comprehensive income of subsidiaries is attributable to the owners and non-controlling interests of the Company, even if the non-controlling interests are with a negative balance thereafter.

When the changes in the equity of the subsidiary owned by the Consolidated Company do not result in the loss of control, it is treated as an equity transaction. The book amount of the Consolidated Company and non-controlling interests

  • 13 -

have been adjusted to reflect changes in its relative equity in the subsidiary. The difference between the adjustment amount of non-controlling interests and the fair value of the consideration paid or received is directly recognized as equity and attributable to the Company owners.

Please refer to Note 13 and Table 4 for the subsidiaries, shareholding ratio, and business items in detail.

  • (4) Other significant accounting policies

Except for the following, for the summary of other significant accounting policies, please refer to the consolidated financial statements for the year ended December 31, 2022.

  • 1) Defined benefit retirement benefits

Pension cost for an interim period is calculated on a year to date basis by using the actuarially determined pension cost rate at the end of the prior financial year adjusted for significant market fluctuations since that time and for significant plan amendments, settlements, or other significant one-off events.

  • 2) Income tax

Income tax expense represents the sum of the tax currently payable and deferred tax. Interim period income taxes are assessed on an annual basis and calculated on an interim period's pre-tax income by applying to the tax rate that would be applicable to expected total annual earnings.

5. Significant Accounting Judgments, Estimations, and the Main Sources of

Assumption Uncertainties

When the Consolidated Company develops its significant accounting estimations, it has taken into consideration the recent developments of the COVID-19 epidemic and its potential impacts on the economic environment, inflation, and market interest rate volatility, in assessing significant accounting estimates related to cash flow projections, growth rates, discount rates, profitability, and other factors, and the management will continue to review the estimates and basic assumptions. For the other significant accounting judgments, estimations, and the main sources of assumption uncertainties, please refer to the consolidated financial statements for the year ended December 31, 2022.

  1. Cash and Cash Equivalents

  2. 14 -

Cash on hand and petty cash
Bank checking deposit and
demand deposit
Cash equivalents
Bank term deposit
Repurchase agreement
bonds
Term deposits with original
maturity exceeding 3 months
Restricted bank deposit
Pledged bank deposit
Total
June 30,
2023
$ 1,074
242,214
396,990
-
640,278

121,054 )
40,825 )
30,000)
$ 448,399
December 31,
2022
$ 529
233,906
425,609
15,402
675,446

89,889 )
40,261 )
30,000)
$ 515,296
June 30,
2022

(
(
(

(
(
(

(
(
(
$ 604
279,720
356,704
-
637,028

66,725 )
38,963 )
42,780)
$ 488,560

The interest rate range of bank deposits on the balance sheet date is as follows:

7. June 30,
2023
December 31,
2022
Bank deposit
0.05%~5.6%
0.05%~6%
Repurchase agreement bonds
-
4.25%
Financial Assets Measured at Fair Value through Profit or Loss
June 30,
2023
December 31,
2022
Financial assets-current
Measured at fair value through
profit or loss mandatorily
Non-derivative financial
assets
- Foreign Bonds
$ 7,136
$ 3,968
- Domestic TWSE/TPEx
listing stock
406
1,030
- Domestic Fund
beneficiary certificate

6,211

6,115
$ 13,753
$ 11,113
June 30,
2023
December 31,
2022
Bank deposit
0.05%~5.6%
0.05%~6%
Repurchase agreement bonds
-
4.25%
Financial Assets Measured at Fair Value through Profit or Loss
June 30,
2023
December 31,
2022
Financial assets-current
Measured at fair value through
profit or loss mandatorily
Non-derivative financial
assets
- Foreign Bonds
$ 7,136
$ 3,968
- Domestic TWSE/TPEx
listing stock
406
1,030
- Domestic Fund
beneficiary certificate

6,211

6,115
$ 13,753
$ 11,113
June 30,
2023
December 31,
2022
Bank deposit
0.05%~5.6%
0.05%~6%
Repurchase agreement bonds
-
4.25%
Financial Assets Measured at Fair Value through Profit or Loss
June 30,
2023
December 31,
2022
Financial assets-current
Measured at fair value through
profit or loss mandatorily
Non-derivative financial
assets
- Foreign Bonds
$ 7,136
$ 3,968
- Domestic TWSE/TPEx
listing stock
406
1,030
- Domestic Fund
beneficiary certificate

6,211

6,115
$ 13,753
$ 11,113
June 30,
2023
December 31,
2022
Bank deposit
0.05%~5.6%
0.05%~6%
Repurchase agreement bonds
-
4.25%
Financial Assets Measured at Fair Value through Profit or Loss
June 30,
2023
December 31,
2022
Financial assets-current
Measured at fair value through
profit or loss mandatorily
Non-derivative financial
assets
- Foreign Bonds
$ 7,136
$ 3,968
- Domestic TWSE/TPEx
listing stock
406
1,030
- Domestic Fund
beneficiary certificate

6,211

6,115
$ 13,753
$ 11,113
June 30,
2023
December 31,
2022
Bank deposit
0.05%~5.6%
0.05%~6%
Repurchase agreement bonds
-
4.25%
Financial Assets Measured at Fair Value through Profit or Loss
June 30,
2023
December 31,
2022
Financial assets-current
Measured at fair value through
profit or loss mandatorily
Non-derivative financial
assets
- Foreign Bonds
$ 7,136
$ 3,968
- Domestic TWSE/TPEx
listing stock
406
1,030
- Domestic Fund
beneficiary certificate

6,211

6,115
$ 13,753
$ 11,113
June 30,
2022
0.01%~3.7%
-
June 30,
2022

Financial assets-current
Measured at fair value through
profit or loss mandatorily
Non-derivative financial
assets
- Foreign Bonds
- Domestic TWSE/TPEx
listing stock
- Domestic Fund
beneficiary certificate

June 30,
2023
$ 7,136
406
6,211
$ 13,753






$ 4,253
-
-
$ 4,253
8. Financial Assets Measured at Fair Value through Other Comprehensive income
June 30,
2023
December 31,
2022
June 30,
2022
Non-current
Equity investment
$ 1,670
$ 1,467
$ 1,782
Equity investment
June 30,
2023
December 31,
2022
June 30,
2022
Non-current
Domestic investment
Non-TWSE/TPEx listing stock
$ 1,670
$ 1,467
$ 1,782
Financial Assets Measured at Fair Value through Other Comprehensive income
June 30,
2023
December 31,
2022
June 30,
2022
Non-current
Equity investment
$ 1,670
$ 1,467
$ 1,782
Equity investment
June 30,
2023
December 31,
2022
June 30,
2022
Non-current
Domestic investment
Non-TWSE/TPEx listing stock
$ 1,670
$ 1,467
$ 1,782
Financial Assets Measured at Fair Value through Other Comprehensive income
June 30,
2023
December 31,
2022
June 30,
2022
Non-current
Equity investment
$ 1,670
$ 1,467
$ 1,782
Equity investment
June 30,
2023
December 31,
2022
June 30,
2022
Non-current
Domestic investment
Non-TWSE/TPEx listing stock
$ 1,670
$ 1,467
$ 1,782
Financial Assets Measured at Fair Value through Other Comprehensive income
June 30,
2023
December 31,
2022
June 30,
2022
Non-current
Equity investment
$ 1,670
$ 1,467
$ 1,782
Equity investment
June 30,
2023
December 31,
2022
June 30,
2022
Non-current
Domestic investment
Non-TWSE/TPEx listing stock
$ 1,670
$ 1,467
$ 1,782
Financial Assets Measured at Fair Value through Other Comprehensive income
June 30,
2023
December 31,
2022
June 30,
2022
Non-current
Equity investment
$ 1,670
$ 1,467
$ 1,782
Equity investment
June 30,
2023
December 31,
2022
June 30,
2022
Non-current
Domestic investment
Non-TWSE/TPEx listing stock
$ 1,670
$ 1,467
$ 1,782
Financial Assets Measured at Fair Value through Other Comprehensive income
June 30,
2023
December 31,
2022
June 30,
2022
Non-current
Equity investment
$ 1,670
$ 1,467
$ 1,782
Equity investment
June 30,
2023
December 31,
2022
June 30,
2022
Non-current
Domestic investment
Non-TWSE/TPEx listing stock
$ 1,670
$ 1,467
$ 1,782
Financial Assets Measured at Fair Value through Other Comprehensive income
June 30,
2023
December 31,
2022
June 30,
2022
Non-current
Equity investment
$ 1,670
$ 1,467
$ 1,782
Equity investment
June 30,
2023
December 31,
2022
June 30,
2022
Non-current
Domestic investment
Non-TWSE/TPEx listing stock
$ 1,670
$ 1,467
$ 1,782
Financial Assets Measured at Fair Value through Other Comprehensive income
June 30,
2023
December 31,
2022
June 30,
2022
Non-current
Equity investment
$ 1,670
$ 1,467
$ 1,782
Equity investment
June 30,
2023
December 31,
2022
June 30,
2022
Non-current
Domestic investment
Non-TWSE/TPEx listing stock
$ 1,670
$ 1,467
$ 1,782

Non-current
Equity investment
Equity investment
Non-current
Domestic investment
Non-TWSE/TPEx listing stock

June 30,
2023
$ 1,670
June 30,
2023
$ 1,670

December 31,
2022
$ 1,467
December 31,
2022
$ 1,467
$ 1,782
June 30,
2022
$ 1,782
  • 15 -

The Consolidated Company has based on the mid-term and long-term strategic purpose to invest in Non-TWSE/TPEx listing stocks, and expect to make profits through long-term investment. The management of the Consolidated Company believes that if the short-term fluctuation in the fair value of the investment is included in the profit and loss, it is inconsistent with the aforementioned long-term investment plan; therefore, the management chooses to have such investments measured at fair value through other comprehensive income.

9. Financial Assets Measured at the Amortized Cost

Current
Domestic investment
Term deposits with original
maturity exceeding 3
months (Remark 1)
Restricted bank
deposit(Remark 2)
June 30,
2023
$ 121,054
40,825
$ 161,879
December 31,
2022
$ 89,889
40,261
$ 130,150
June 30,
2022





$ 66,725
38,963
$ 105,688

Remark 1: As of June 30, 2023, and for the periods ending on December 31, 2022, and June 30, 2022, the annual interest rate ranges for Term deposits with original maturity exceeding 3 months were as follwos: 1.195%~8.50%, 0.945%~8.09%, and 0.53%~5.30%.

Remark2: The Company has obtained approval from the National Taxation Bureau of Northen Area, Ministry of Finance(R.O.C.) to repatriate USD 1.5 million under the "Regulations Governing the Investment of Overseas Funds Repatriated" and has submitted an investment plan to the Ministry of Economic Affairs. According to the regulations, the repatriated funds are restricted in the approved investment plan and cannot be used for other purposes.

10. Other Financial Assets

er Financial Assets
Current
Pledged bank deposit
June 30,
2023
$ 30,000
December 31,
2022
$ 30,000
June 30,
2022
$ 42,780

The Consolidated Company has established pledges as collateral for borrowings, please refer to Note 31.

  • 16 -

11. Notes Receivable and Accounts Receivable

Notes Receivable
Measured at the amortized cost
Total book amount
Less: Allowance for loss
Accounts Receivable
Measured at the amortized cost
Total book amount
Less: Allowance for loss
June 30,
2023
$ 44,802
90)
$ 44,712
$ 277,685
24,885)
$ 252,800
December 31,
2022
$ 32,248
85)
$ 32,163
$ 288,660
26,521)
$ 262,139
June 30,
2022
(
(
(
(
(
(
$ 46,958
110)
$ 46,848
$ 357,338
28,605)
$ 328,733

Accounts Receivabl

The credit period granted by the Consolidated Company to customers is generally between 30 and 120 days from the end of the month. The allowance for loss is estimated based on the analysis of overdue accounts, customer creditworthiness, and financial status to estimate the amount of uncollectible accounts. Before accepting new customers, the Consolidated Company evaluates the credit quality of the potential customer through a credit rating system and sets the customer's credit limit. The customer's credit limit and rating are reviewed regularly every year.

The Consolidated Company recognizes the allowance for loss of accounts receivable based on the expected credit loss over the remaining lifetime of the accounts. The expected credit loss is calculated using a provision matrix, which considers the customer's past default history and current financial condition, the economic situation of the industry, and future prospects. Because the credit loss historical experience of the Consolidated Company shows no significant differences in the loss patterns among different customer groups, the provision matrix does not distinguish between customer groups, but only sets the expected credit loss rate based on the number of days overdue of accounts receivable.

The provision for doubtful accounts and notes receivable of the Consolidated Company is measured based on the provision matrix as follows:

  • 17 -

June 30, 2023

June 30, 2023 June 30, 2023
Not Overdue
Total book amount
$ 227,587
Allowance for loss
(expected credit
loss in the duration)
(
562)
Amortized cost
$ 227,025
December 31, 2022
Not Overdue
Total book amount
$ 258,610
Allowance for loss
(expected credit
loss in the duration)
(
130)
Amortized cost
$ 258,480
June 30, 2022
Not Overdue
Total book amount
$ 303,606
Allowance for loss
(expected credit
loss in the duration)
(
821)
Amortized cost
$ 302,785
Overdue
1 ~ 60
days
$ 62,419

1,641)
$ 60,778
Overdue
1 ~ 60
days
$ 30,991

112)
$ 30,879
Overdue
1 ~ 60
days
$ 62,765

957)
$ 61,808
Overdue
61~245
days
$ 9,646

2,275)
$ 7,371
Overdue
61~245
days
$ 4,909

1,758)
$ 3,151
Overdue
61~245
days
$ 15,910

6,367)
$ 9,543
Overdue
246~429
days
$ 4,675

2,337)
$ 2,338
Overdue
246~429
days
$ 8,549

6,757)
$ 1,792
Overdue
246~429
days
$ 2,890

1,445)
$ 1,445
Overdue
Over 430
days
$ 18,160

18,160)
$ -
Overdue
Over 430
days
$ 17,849

17,849)
$ -
Overdue
Over 430
days
$ 19,125

19,125)
$ -
Total

(

(

(

(

(
$ 322,487

24,975)
$ 297,512
Total

Total book amount
Allowance for loss
(expected credit
loss in the duration)
Amortized cost
June 30, 2022
Total book amount
Allowance for loss
(expected credit
loss in the duration)
Amortized cost

(

(

(

(

(
$ 320,908

26,606)
$ 294,302
Total

(

(

(

(

(

(
$ 404,296

28,715)
$ 375,581

The changes in the allowance for loss of the notes receivable and accounts receivable are as follows:

Beginning Balance
Add:Expected credit impairment
loss appropriated (reversed) for
the current year
Less:Actual write-off for the current
year
Exchange differences on translation
Ending Balance
For the Six Months
Ended June 30,2023
$ 26,606
(
907 )
(
89 )
(
635)
$ 24,975
For the Six Months
Ended June 30,2022
$ 22,036
6,805
(
611 )

485
$ 28,715
For the Six Months
Ended June 30,2022
$ 22,036
6,805
(
611 )

485
$ 28,715

(
(
(
$ 22,036
6,805

611 )
485
$ 28,715
  • 18 -

12. Inventories

ntories
Commodities
Finished goods
Work-in-process goods
Raw materials
Construction in progress
June 30,
2023
$ 2,544
152,202
18,567
129,813
90
$ 303,216
December 31,
2022
$ 3,713
165,059
17,793
138,391
21,733
$ 346,689
June 30,
2022
$ 4,662
168,042
24,298
185,281
-
$ 382,283

The nature of the operating cost is as follows:

Cost of inventory sold
Inventory impirement loss
Physical inventory Gain
(loss)
For the Three
Months Ended
June 30,2023
$ 213,247
( $ 139 )
( $ 59 )
For the Three
Months Ended
June 30,2022
$ 321,715
$ 4,140
( $ 185 )
For the Six
Months Ended
June 30,2023
$ 490,698
$ 1,570
$ 112
For the Six
Months Ended
June 30,2022
$ 674,182
$ 7,021
( $ 186 )

13. Subsidiaries

(1) Subsidiaries included in the consolidated financial report

The main business entities of the consolidated financial report are as follows:

==> picture [415 x 74] intentionally omitted <==

----- Start of picture text -----

The ratio of ownership equity held by
The Company
Location
of
Name of establish
Investing ment and June 30, December June 30,
Company Name of Subsidiary Nature of Business operation 2023 31, 2022 2022
The Company Urasia International Inc. General investment Panama 100% 100% 100%
----- End of picture text -----

URASIA business
Headway Polyurethane Manufacturing and sales of Taiwan 50% 50% 50%
Corporation Limited TPU
(TPU Company)
URASIA Shanghai Huiyu Construction of housing Shanghai 74% 74% 74%
Construction Co., Ltd. projects, construction of
(Shanghai Huiyu municipal public works
Company) projects, construction of
mechanical and electrical
installation projects,
construction of building
decoration projects,
construction of
anti-corrosion and
waterproofing projects,
construction of sports
tracks, stadiums, artificial
turf projects, and
wholesale of sports field
materials.
Headway Advanced PU resin products Vietnam 100% 100% 100%
Matereials(Vietnam) Co.,
Ltd. (Headway Vietnam
Company)
Cheng Yu Develop Co., General investment Hong 100% 100% 100%
Ltd. (Cheng Yu business Kong
Company)
Cheng Yu Fo-Shan City Shanshui PU resin products Fo-Shan 100% 100% 100%
Company Lianmei Chemical Co., City
LTD. (Shanshui Lianmei
  • 19 -
Name of
Investing
Company
Shanghai
Huiyu
Company
Name of Subsidiary
Company)
Anhui Huayu Materials
Technology Co., Ltd.
(Anhui Huiyu Company)
Nature of Business
Research, manufacturing,
import and export of
plastic materials for sports
fields, and sports facility
construction.
Location
of
establish
ment and
operation
Chizhou
City
The ratio of ownership equity held by
The Company
The ratio of ownership equity held by
The Company
The ratio of ownership equity held by
The Company
June 30,
2023
100%
December
31, 2022
June 30,
2022
100%
100%

Remark 1: Except for TPU Company and Headway Vietnam Company in the second quarter of 2023 and the first quarter of 2022, whose financial reports have been reviewed by the independent auditors, the financial reports of other non-significant subsidiaries have not been reviewed by the independent auditors.

(2) Information on subsidiaries with significant non-controlling interests

Name of Subsidiary
TPU Company
The ratio of equity and voting rights held by non-controlling
interests
The ratio of equity and voting rights held by non-controlling
interests
The ratio of equity and voting rights held by non-controlling
interests
June 30,
2023
50%
December 31,
2022
50%
June 30,
2022
50%

The information of the Company's main business premises and the country of registration are available in Table 4.

Name of
Subsidiary
TPU
Company
Profit and loss distributed to
non-controllinginterest
Profit and loss distributed to
non-controllinginterest
Profit and loss distributed to
non-controllinginterest
Profit and loss distributed to
non-controllinginterest
Profit and loss distributed to
non-controllinginterest
Profit and loss distributed to
non-controllinginterest
Non-controllinginterests Non-controllinginterests Non-controllinginterests Non-controllinginterests Non-controllinginterests



(
For the Three
Months Ended
June 30,2023
$ 518 )



For the Three
Months Ended
June 30,2022
$ 1,609


(
For the Six
Months Ended
June 30,2023
$ 1,283 )


For the Six
Months Ended
June 30,2022
$ 3,240
June 30,
2023
$ 90,076

December 31,
2022
$ 92,432
June 30,
2022
$ 94,425

The financial information summary of TPU Company is compiled according to the amount before writing off the inter-company transactions:

Current Assets
Non-current Assets
Current Liabilities
Non-current Liabilities
Equity
Equtiy attributable to:
The Company owners
Non-controlling interests
of TPU Company
June 30,
2023
$ 188,571
58,342
38,040
28,721
$ 180,152
$ 90,076
90,076
$ 180,152
December 31,
2022
$ 207,564
40,607
54,008
9,299
$ 184,864
$ 92,432
92,432
$ 184,864
June 30,
2022















$ 264,953
44,260
109,019
11,344
$ 188,850
$ 94,425
94,425
$ 188,850
  • 20 -
Operating Income
Net Profit (loss) for the
period
Other comprehensive
income
Total comprehensive
income
Net Profit (loss)
attributable to:
The Company owners
Non-controlling
interests of TPU
Company
Comprehensive income
attributable to:
The Company owners
Non-controlling
interests of TPU
Company
Cash flow
Operating activities
Investing activities
Financing activities
Effect of exchange rate
Net cash generated
Cash dividends for
non-controlling
interests paid:
TPU Company
For the Three
Months Ended
June 30,2023
$ 41,904
( $ 1,036 )

-
( $ 1,036 )
( $ 518 )
(
518)
( $ 1,036 )
( $ 518 )
(
518)
( $ 1,036 )
For the Three
Months Ended
June 30,2022
$ 67,866
$ 3,218

-
$ 3,218
$ 1,609

1,609
$ 3,218
$ 1,609

1,609
$ 3,218
For the Six
Months Ended
June 30,2023
$ 84,841
( $ 2,566 )

-
( $ 2,566 )
( $ 1,283 )
(
1,283)
( $ 2,566 )
( $ 1,283 )
(
1,283)
( $ 2,566 )
$ 13,593
724
(
25,255 )

500
( $ 10,438 )
$ 1,073
For the Six
Months Ended
June 30,2022
$ 134,595
$ 6,480

-
$ 6,480
$ 3,240

3,240
$ 6,480
$ 3,240

3,240
$ 6,480
$ 9,644
130
1,985

341
$ 12,100
$ 14,870
  • 21 -

14. Property, Plant and Equipment

Self -Use

==> picture [446 x 295] intentionally omitted <==

----- Start of picture text -----

Land House and Machinery Transportation Miscellaneous Other Construction
Land improvements Building equipment equipment equipment equipment in progress Total
Cost
Balance as of January 1, 2023 $ 109,145 $ 151 $ 289,670 $ 419,682 $ 41,617 $ 15,493 $ 134,959 $ 8,569 $ 1,019,286
Addition - - 655 4,000 650 677 3,587 2,199 11,768
Disposal - - - - - ( 57 ) ( 437 ) - ( 494 )
Reclassification - - - 572 - - 347 ( 919 ) -
Net exchange difference - - ( 1,338 ) ( 1,384 ) ( 73 ) ( 74 ) ( 114 ) ( 166 ) ( 3,149 )
Balance as of June 30, 2023 $ 109,145 $ 151 $ 288,987 $ 422,870 $ 42,194 $ 16,039 $ 138,342 $ 9,683 $ 1,027,411
Accumulated depreciation
Balance as of January 1, 2023 $ - $ 151 $ 209,020 $ 345,011 $ 28,988 $ 12,079 $ 86,478 $ - $ 681,727
Depreciation - - 4,547 12,461 2,509 858 5,831 - 26,206
Disposal - - - - - ( 57 ) ( 437 ) - ( 494 )
Net exchange difference - - ( 1,037 ) ( 1,062 ) ( 31 ) ( 72 ) ( 47 ) - ( 2,249 )
Balance as of June 30, 2023 $ - $ 151 $ 212,530 $ 356,410 $ 31,466 $ 12,808 $ 91,825 $ - $ 705,190
Net balance as of June 30, 2023 $ 109,145 $ - $ 76,457 $ 66,460 $ 10,728 $ 3,231 $ 46,517 $ 9,683 $ 322,221
Net balance as of December 31,
2022 and January 1, 2023 $ 109,145 $ - $ 80,650 $ 74,671 $ 12,629 $ 3,414 $ 48,481 $ 8,569 $ 337,559
Cost
Balance as of January 1, 2022 $ 109,145 $ 151 $ 284,491 $ 410,180 $ 40,760 $ 14,799 $ 111,466 $ 1,932 $ 972,924
Addition - - 440 2,449 2,124 56 11,434 3,168 19,671
Disposal - - - ( 1,478 ) ( 1,205 ) ( 85 ) ( 440 ) - ( 3,208 )
Reclassification - - - - - - 1,027 ( 1,027 ) -
Net exchange difference - - 4,007 4,008 580 65 177 28 8,865
Balance as of June 30, 2022 $ 109,145 $ 151 $ 288,938 $ 415,159 $ 42,259 $ 14,835 $ 123,664 $ 4,101 $ 998,252
Accumulated depreciation
Balance as of January 1, 2022 $ - $ 151 $ 198,594 $ 321,575 $ 27,092 $ 11,017 $ 76,142 $ - $ 634,571
Depreciation - - 4,553 12,915 2,565 745 5,208 - 25,986
Disposal - - - ( 1,471 ) ( 1,205 ) ( 85 ) ( 440 ) - ( 3,201 )
Net exchange difference - - 1,496 2,154 335 58 114 - 4,157
Balance as of June 30, 2022 $ - $ 151 $ 204,643 $ 335,173 $ 28,787 $ 11,735 $ 81,024 $ - $ 661,513
Net balance as of June 30, 2022 $ 109,145 $ - $ 84,295 $ 79,986 $ 13,472 $ 3,100 $ 42,640 $ 4,101 $ 336,739
----- End of picture text -----

Depreciation expenses are accrued on a straight-line basis according to the following years of useful life:

wing years of useful life:
Land improvements 25 Years
House and building 3~47 Years
Machinery equipment 1~14 Years
Transportation equipment 3~10 Years
Miscellaneous equipment 3~13 Years
Other equipment 1~18 Years

Please refer to Note 31 for the property, plant and equipment that are pledged as collateral for loans.

  • 22 -

15. Lease Agreement

(1) Right-of-use assets

ght-of-use assets
June 30,
2023
December 31,
2022
Book amount of right-of-use
assets:
Right-of-use land
$ 27,649
$ 28,487

Building
36,579
12,189
Transportation equipment

530

848

$ 64,758
$ 41,524

For the Three
Months Ended
June 30,2023
For the Three
Months Ended
June 30,2022
For the Six
Months Ended
June 30,2023
Addition
of
right-of-use assets
$ 29,123
Depreciation expense
of right-of-use assets: $ 225
$ 224
$ 449
Right-of-use land
2,490
2,265
4,756
Building

159

159

318
$ 2,874
$ 2,648
$ 5,523
June 30,
2022
$ 28,977
16,722
1,165
$ 46,864
For the Six
Months Ended
June 30,2022
$ -
$ 444
4,524

318
$ 5,286

Apart from the recognition of depreciation expenses, there was no significant subleasing or impairment of the right-of-use assets of the Consolidated Company during the period from January 1 to June 30, 2023 and 2022, respectively.

(2) Lease liability

e liability
Book amount of lease
liability
Current
Non-current
June 30,
2023
$ 9,419
$ 28,721
December 31,
2022
$ 4,466
$ 9,514
June 30,
2022



$ 7,702
$ 11,256

The discount rate ranges for lease liabilities are as follows:

Building
Transportation equipment
June 30,
2023
2.10%~3.85%
1.07%
December 31,
2022
2.5%~4.05%
1.07%
June 30,
2022
2.5%~4.05%
1.07%

(3) Key leasing activities and terms:

The Consolidated Company leases buildings for use as factories and offices with lease terms of 1 to 10 years. At the end of the lease term, the Consolidated Company has no preferential purchase option for the leased buildings. Additionally, the Consolidated Company has land use rights in Mainland China and Vietnam with lease terms of 50 years and 48 years, respectively.

  • 23 -

(4) Other lease information

Short-term lease expense
Low-value assets lease
expense
Total lease cash (outflow)
For the Three
Months Ended
June 30,2023
$ 327
$ 16
For the Three
Months Ended
June 30,2022
$ 440
$ 16
For the Six
Months Ended
June 30,2023
$ 780
$ 32
( $ 6,184 )
For the Six
Months Ended
June 30,2022
$ 759
$ 32
( $ 5,959 )

The Consolidated Company chose to apply the recognition Exemption for assets, such as employee dormitories, company vehicles, and office equipment, qualify for short-term leases and qualify for low-value asset leases, and did not recognize related right-of-use assets and lease liabilities for such leases.

16. Goodwill

dwill
Cost
Beginning Balance
Net exchange difference
June 30,
2023
December 31,
2022
June 30,
2022

(
$ 1,673
48)
$ 1,625


$ 1,649
24
$ 1,673


$ 1,649
35
$ 1,684

17. Intangible Assets

ngible Assets
Cost
Balance as of January 1, 2023
Separate purchase
Reclassification
Net exchange difference
Balance as of June 30, 2023
Accumulated amortization & Impirement
Balance as of January 1, 2023
Amortization expense
Reclassification
Net exchange difference
Balance as of June 30, 2023
Net balance as of June 30, 2023
Net balance as of December 31, 2022 and January 1, 2023
Cost
Balance as of January 1, 2022
Separate purchase
Net exchange difference
Balance as of June 30, 2022
Computersofteware

(
(


(
(





$ 769
180

415 )
10)
$ 524
$ 449
65

148 )
9)
$ 357
$ 167
$ 320
$ 442
155
8
$ 605

Accumulated amortization & Impirement

  • 24 -
Balance as of January 1, 2022
Amortization expense
Net exchange difference
Balance as of June 30, 2022
Net balance as of June 30, 2022
Computersofteware Computersofteware



$ 258
95
5
$ 358
$ 247

Amortization expenses are accrued on a straight-line basis according to the following years of useful life:

Computer softeware

3~5 Years

18. Other Assets

Other Assets
Current
Prepaid expenses
Other receivable
overpaid sales tax
income tax refund receivable
Other
Non-current
Advance payments for equipment
and construction
June 30,
2023
$ 19,031
2,997
2,512
1,108
729
$ 26,377
$ 28,004
December 31,
2022
$ 10,802
1,324
2,699
867
615
$ 16,307
$ 26,774
June 30,
2022
$ 13,725
1,334
2,526
1,708
449
$ 19,742
$ 30,465

19. Borrowings

  • (1) Short-term borrowings
ort-term borrowings
Pledged loans
Bank loans
Unsecured loans
Credit line loans
June 30,
2023
$ 19,269
157,748
$ 177,017
December 31,
2022
$ 54,836
105,694
$ 160,530
June 30,
2022
$ 39,384
75,000
$ 114,384
  • 1 As of June 30, 2023, and for the periods ending on December 31, 2022, and June 30, 2022, the annual interest rate ranges for Bank loans were as follwos: 3.85%, 1.77%~3.85%, and 1.18%~3.85%.

  • 2 As of June 30, 2023, and for the periods ending on December 31, 2022, and June 30, 2022, the annual interest rate ranges for Credit line loans were as follwos: 1.80%~1.95%, 1.54%~2.28%, and 1.18%~1.25%.

  • 25 -

(2) Short-term bills payable

ort-term bills payable
Commercial paper payable
Less: Discount on Short-term
bills payable
June 30,
2023
$ -
-
$ -
December 31,
2022
$ 100,000
93)
$ 99,907
June 30,
2022



(

(
$ 30,000
6)
$ 29,994

The outstanding short-term bills payable, which have not yet matured, are as follows:

December 31, 2022

==> picture [412 x 184] intentionally omitted <==

----- Start of picture text -----

Guarantor/Acceptor Discount Interest rate Book value
institution Face value amount Book value range Collateral of Collateral
Commercial paper
payable
China bills
finance co. $ 50,000 $ 9 $ 49,991 1.94% None $ -
Mega bills
finance co. $ 50,000 $ 84 $ 49,916 2.04% None $ -
June 30, 2022
Guarantor/Acceptor Discount Interest rate Book value
institution Face value amount Book value range Collateral of Collateral
Commercial paper
payable
China bills
finance co. $ 30,000 $ 6 $ 29,994 1.19% None $ -
----- End of picture text -----

  • (3) Long-term borrowings
ng-term borrowings
Pledged loans
Mortgage loan (Remark 1)
Mortgage loan (Remark 2)
Mortgage loan (Remark 3)
Mortgage loan (Remark 4)
Mortgage loan (Remark 5)
Long-term borrowings
June 30,
2023
$ 85,000
80,000
35,000
-
-
$ 200,000
December 31,
2022
$ 85,000
80,000
-
-
-
$ 165,000
June 30,
2022
$ -
-
-
85,000
80,000
$ 165,000

Remark 1: The bank loan is secured by the Company's real estate, plant, and equipment (refer to Note 31), with a maturity date of October 14, 2024. As of June 30, 2023 and December 31, 2022, the effective annual interest rate is 1.82% and 1.57%, respectively.

Remark 2: The bank loan is secured by the Company's real estate, plant, and

equipment (refer to Note 31), with a maturity date of October 14, 2024. As of June 30, 2023 and December 31, 2022, the effective annual interest rate is 1.82% and 1.57%, respectively.

  • 26 -

  • Remark 3: The bank loan is secured by the Company's real estate, plant, and equipment (refer to Note 31), with a maturity date of January 30, 2025. As of June 30, 2023, the effective annual interest rate is 1.82%.

  • Remark 4: The bank loan is secured by the Consolidated Company's real estate, plant, and equipment (refer to Note 31), with a maturity date of December 30, 2023. It was fully repaid in October 2022, and as of June 30, 2022, the effective annual interest rate is 1.445%.

  • Remark 5: The bank loan is secured by the Company's real estate, plant, and equipment (refer to Note 31), with a maturity date of September 7, 2023. It was fully repaid in October 2022, and as of June 30, 2022, the effective annual interest rate is 1.445%.

20. Other Liabilities

er Liabilities
Current
Other payable
Payroll and bonus payable
Payables on equipment
Professional service payable
Other
Other current liabilities
June 30,
2023
$ 26,358
4,944
4,343
25,930
$ 61,575
$ 5,814
December 31,
2022
$ 32,376
3,697
5,080
22,441
$ 63,594
$ 3,322
June 30,
2022
$ 32,647
3,041
4,440
33,976
$ 74,104
$ 3,185

21. Retirement Benefit Plan

(1) Defined contribution plan

The retirement pension system of the Company and its domestic subsidiaries in the Consolidated Company, is a defined contribution plan under the "Labor Pension Act" regulated by the government. The Company contributes 6% of employees' monthly salaries to their personal accounts at the labor insurance bureau as retirement pension.

URASIA and Cheng Yu Company do not have an employee retirement policy, and there are no mandatory government regulations regarding employee retirement policy. Anhui Huiyu Company, Shanghai Huiyu Company, Sanshui Lianmei Company, and Headway Vietnam Company pay basic endowment insurance premiums to the government-managed retirement plan, which are recognized as current expenses when they are provided.

(2) Defined benefit plan

  • 27 -

The pension expenses of defined benefit plans were NT$ 15 thousand, NT$ 38 thousand, NT$ 30 thousand and NT$ 78 thousand for the three months and six months ended June 30, 2023 and 2022, respectively, and these were calculated based on the actuarially determined pension cost rate on December 31, 2022 and 2021, respectively.

22. Equity

  • (1) Common stock capital
Authorized stock shares
(thousand shares)
Authorized capital stock
Stock shared issued and paid
in full (thousand shares)
Outstanding capital stock
June 30,
2023
80,000
$ 800,000
70,304
$ 703,033
December 31,
2022
80,000
$ 800,000
70,304
$ 703,033

June 30,
2022
80,000
$ 800,000
70,336
$ 703,353

The par value of the issued common shares is NT$ 10 per share, with each share entitled to one voting right and the right to receive dividends.

The changes in the Company's common stsock capital are mainly due to the issuance and cancellation of restricted stock units granted to employees.

(2) Capital surplus

pital surplus
Applicable for making up for
losses, distributing cash, or
capitalization
Additional paid-in capital
Difference between
consideration and book
amount of subsidiary’s
stock shares acquired or
disposed
From merger
Cannot be used for any
purpose
Employee stock options
Restricted sotck units
June 30,
2023
$ 6,523
1,497
891
3,225
945
$ 13,081
December 31,
2022
$ 5,587
1,497
891
3,225
1,881
$ 13,081
June 30,
2022
$ 4,861
1,497
891
3,225
2,287
$ 12,761

The portion of capital surplus that exceeds the par value of stock issuance (including the issuance of ordinary shares above par) and the portion received as donations may be used to offset losses. When the Company has no losses, it may also be used to distribute cash dividends or allocate to common stock

  • 28 -

capital, subject to an annual limit based on a certain percentage of the paid-in capital.

  • (3) Retained earnings and dividend policy

The Company revised its Articles of Incorporation and approved a dividend policy of distributing 50% to 100% of unappropriated retained earnings at the shareholder meeting on July 30, 2021.

According to the revised policy, if there are profits in the annual financial statements, the Company shall first pay taxes, make up for losses from previous years, set aside 10% of the legal reserve, and make adjustments for special reserves according to laws or regulations. After adding the accumulated unappropriated retained earnings from previous years, the remaining amount shall be distributable earnings. The board of directors shall propose a shareholder dividend or profit distribution plan for approval at the shareholder meeting, with a distribution range of 50% to 100% of distributable earnings.

If the distribution of dividends or profits is made in cash, the board of directors may authorize it with the approval of two-thirds of the directors present and the majority of attending directors, and report it to the shareholder meeting.

Under the previous policy, if there were profits in the annual financial statements, the Company shall first pay taxes, make up for losses from previous years, set aside 10% of the legal reserve, and make adjustments for special reserves according to laws or regulations. After adding the accumulated unappropriated retained earnings from previous years, the board of directors may retain it based on business needs and propose a shareholder dividend or profit distribution plan for approval at the shareholder meeting.For the Company's employee and director compensation distribution policy, please refer to (7) of Note 24 on employee and director compensation.

According to the Company's Articles of Incorporation, the dividend policy will consider the overall development needs of the enterprise and make appropriate dividend distributions. The cash dividends shall not be less than 10% of the total amount of dividends.

The legal reserve should be set aside until its balance reaches the total amount of the Company's issued and paid-up capital. The legal reserve can be used to offset losses. If the legal reserve exceeds 25% of the total amount of the outstanding capital, the excess can be used for cash distribution in addition to capitalization.

  • 29 -

The earnings distribution proposal for the year 2022 and 2021 were approved by the shareholders' meeting held on May 31, 2023 and June 9, 2022, respectively. The details are as follows:

Legal reserve
Appropriation (reversal) of
Special reserve
Cash dividends
Cash dividend per shareNTD
(
2022
$ 2,345
$ 37,358 )
$ 42,182
$ 0.60

2021
$ 14,163
$ 9,225
$ 105,503
$ 1.50
  • (4) Special reserve
Special reserve
Beginning balance
Appropriation (reversal) of Special
reserve
Reversal of reduction in other
equity items
Ending balance
For the Six Months
Ended June 30,2023
$ 95,488
(
37,358)
$ 58,130
For the Six Months
Ended June 30,2022

(

$ 86,263
9,225
$ 95,488
  • (5) Other equity

a.Exchange differences on translation of the financial statement of foreign operations

erations
Beginning balance
Exchange differences on
translation of the financial
statement of foreign
operations
Income tax effect
Ending balance
For the Six Months
Ended June 30,2023
( $ 61,897 )
1,034
(
207)
( $ 61,070 )
For the Six Months
Ended June 30,2022
(
(
(
(
(
(
$ 99,875 )
37,553
7,510)
$ 69,832 )
  • b. Unrealized profit and loss in valuation of financial assets measured at fair value through other comprehensive inocme
Beginning balance
Incurred in the current
period-
Unrealized profit and
loss-
Equity instrument
Accumulated profit/loss
from the disposal of
equity instrument
transferred to retained
earnings
For the Six Months
Ended June 30,2023
( $ 3,033 )
203

-
For the Six Months
Ended June 30,2022
For the Six Months
Ended June 30,2022
(
(
(
$ 2,411 )
1
308)
  • 30 -

For the Six Months For the Six Months Ended June 30,2023 Ended June 30,2022 Ending balance ( $ 2,830 ) ( $ 2,718 )

  • c. Unrealized revaluation increments

For the Six Months For the Six Months Ended June 30,2023 Ended June 30,2022 Beginning & Ending Balance $ 6,800 $ 6,800

  • d. Unearned compensation

The Company's shareholders' meeting resolved on May 31, 2019 to issue restricted stock units. Please refer to Note 27 for further details.

Beginning balance
Recognition of share-based
payment expense
Ending balance
For the Six Months
Ended June 30,2023
( $ 245 )

245
$ -
For the Six Months
Ended June 30,2022
For the Six Months
Ended June 30,2022
(

(

(
$ 1,990 )
977
$ 1,013 )
  • (6) Non-controlling interests

For the Six Months For the Six Months Ended June 30,2023 Ended June 30,2022 $ 106,640 $ 118,522

Beginning balance $ 106,640 $ 118,522 Attributation to Non- Controlling Interests Profit (loss) for the period ( 186 ) ( 182 ) Exchange differences on translation of the financial statement of foreign operations ( 477 ) 267 Cash dividends from subsidiaries ( 1,073 ) ( 14,870 ) Ending balance $ 104,904 $ 103,737

23. Operating revenue

rating revenue
Revenue from contracts with
customers:
PU resin
Thermoplastic
Polyurethane (TPU)
Others
For the Three
Months Ended
June 30,2023
For the Three
Months Ended
June 30,2022
$ 278,348
66,445
28,205
$ 372,998
For the Six
Months Ended
June 30,2023
$ 392,081
81,454
88,558
$ 562,093
For the Six
Months Ended
June 30,2022
$ 178,259
39,545
25,103
$ 242,907
$ 614,576
129,669
46,088
$ 790,333

(1) Contract balance

June 30, December 31, June 30, January 1,
2023 2022 2022 2022

Accounts

  • 31 -
receivable(Note 11)
Contract liabilities
Contract
liabilities-cruuent
June 30,
2023
$ 252,800
$ 2,183
December 31,
2022
$ 262,139
$ 10,081

June 30,
2022
$ 328,733
$ 5,583

January 1,
2022
$ 300,318
$ 3,023

(2) Subdivision of contract revenues by customers

Please refer to Note 35 for details on subdivision of contract revenues.

24. Profit (loss) from Continuing Operations

(1) Interest income

erest income
Bank deposits
her income
Rental income
Miscellaneous income
For the Three
Months Ended
June 30,2023
$ 6,500
For the Three
Months Ended
June 30,2023
$ 974
2,039
$ 3,013
For the Three
Months Ended
June 30,2022
$ 2,187
For the Three
Months Ended
June 30,2022
$ 1,256
2,211
$ 3,467
For the Six
Months Ended
June 30,2023
$ 12,733
For the Six
Months Ended
June 30,2023
$ 1,919
2,471
$ 4,390
For the Six
Months Ended
June 30,2022
$ 4,427
For the Six
Months Ended
June 30,2022
$ 1,919
3,177
$ 5,096

(2) Other income

(3) Other gains and losses

ther gains and losses
Net gain (loss) from
foreign currency
exchange
Gain on disposal of
property, plant, and
equipment
Financial assets
measured at fair value
through profit and
loss mandatorily
Gain on disposal of
investment
Miscellaneous losses
Financial costs
Interest on bank borrowings
Interest on lease liabilities
For the Three
Months Ended
June 30,2023
$ 1,286
-
(
36 )
96
(
598)
$ 748
For the Three
Months Ended
June 30,2023
$ 2,006
224
$ 2,230
For the Three
Months Ended
June 30,2022
( $ 6,967 )
100
(
475 )
-
(
560)
( $ 7,902 )
For the Three
Months Ended
June 30,2022
For the Six
Months Ended
June 30,2023
$ 649
-
191
96
(
1,138)
( $ 202 )
For the Six
Months Ended
June 30,2023
$ 4,049
387
$ 4,436
For the Six
Months Ended
June 30,2022

(
(



(
(
(
(

(
(
$ 115
100
(
1,075 )
-
(
1,129)
( $ 1,989 )
For the Six
Months Ended
June 30,2022
$ 2,254
268
$ 2,522
$ 2,006
224
$ 1,159
126
$ 1,285
$ 2,254
268
$ 2,522
$ 2,230

(4) Financial costs

  • 32 -

(5) Depreciation and Amortization

Depreciation expense
summarized by
functions:
Operating costs
Operating expenses
Miscellaneous losses
Amortization expense
summarized by
functions:
Operating costs
Operating expenses
For the Three
Months Ended
June 30,2023
$ 13,791
2,182
33
$ 16,006
$ -
32
$ 32
For the Three
Months Ended
June 30,2022
$ 13,543
2,133
49
$ 15,725
$ -
54
$ 54
For the Six
Months Ended
June 30,2023
$ 27,335
4,328
66
$ 31,729
$ -
65
$ 65
For the Six
Months Ended
June 30,2022
For the Six
Months Ended
June 30,2022
$ 26,826
4,342
104
$ 31,272
$ -
95
$ 95

Please refer to Note 17 for details on amortization expense of intangible assets.

(6) Employee benefit expense

Short-term employee
benefits
Post-employment
benefits(Note 21):
Defined contribution
plan
Defined benefit plan
Share-based payment:
Equity settlement
Other employee benefit
Total employee
benefit expense
Summarized by
functions:
Operating costs
Operating expenses
For the Three
Months Ended
June 30,2023
$ 33,853
1,817
15
1,832
33
5,580
$ 41,298
For the Three
Months Ended
June 30,2023
$ 20,113
21,185
$ 41,298
For the Three
Months Ended
June 30,2022
$ 35,736
1,831
38
1,869
491
5,485
$ 43,581
For the Three
Months Ended
June 30,2022
$ 21,692
21,889
$ 43,581
For the Six
Months Ended
June 30,2023
$ 67,683
3,654
30
3,684
245
11,394
$ 83,006
For the Six
Months Ended
June 30,2023
$ 40,544
42,462
$ 83,006
For the Six
Months Ended
June 30,2022
For the Six
Months Ended
June 30,2022
$ 75,376
3,684
78
3,762
977
11,379
$ 91,494
For the Six
Months Ended
June 30,2022
$ 44,466
47,028
$ 91,494

(7) Compensation to employees and dircetors

The Company has compensation to employees and directors appropriated for an amount to 5%~8% and not higher than 5% of the net income before tax and before deducting the compensation to employees and directors, respectively, in accordance with the Article of Incorporation. The

  • 33 -

estimated employee compensation and director compensation for the six months ended June 30, 2023 and June 30, 2022 are as follows:

Estimation ratio

Estimation ratio
Employee compensation
Director compensation
Amount
For the Three
Months Ended
June 30,2023
Employee compensation
( $ 191 )
Director compensation
( $ 115 )
For the Six Months
Ended June 30,2023
For the Six Months
Ended June 30,2022
5%
5%
3%
3%
For the Three
Months Ended
June 30,2022
For the Six
Months Ended
June 30,2023
For the Six
Months Ended
June 30,2022
( $ 8 )
$ 119
$ 1,107
( $ 5 )
$ 71
$ 664
For the Six Months
Ended June 30,2022
5%
3%
For the Three
Months Ended
June 30,2022
( $ 8 )
( $ 5 )
5%
3%
For the Six
Months Ended
June 30,2022
$ 1,107
$ 664

The changes in the amount of the consolidated financial report after the publication date shall be processed according to the change in accounting estimates and adjusted and recorded in the next year.

The appropriations of compensation of employees and directors for 2022 and 2021, which were resolved by the Company’s board of directors on March 14, 2023 and March 9, 2022, respectively, are as follows:

Employee compensation
Director compensation
2022
Cash
Stock
$ 2,089
$ -
1,305
-
2021 2021
Cash Cash
$ 9,711
5,827
Stock
$ 2,089
1,305
$ -
-

There is no difference between the actual amounts of compensation of employees and directors paid and the amounts recognized in the consolidated financial statements for the years 2022 and 2021.

Please refer to the Market Observation Post System of Taiwan Stock Exchange for information on the compensation to employees and directors resolved by the Company’s board of directors

  • (8) Foreign currency exchange profit (loss)
Total foreign currency
exchange profit
Total foreign currency
exchange loss
Net profit (loss)
For the Three
Months Ended
June 30,2023
For the Three
Months Ended
June 30,2023
For the Three
Months Ended
June 30,2022
$ 13,229
(
20,196)
( $ 6,967 )
For the Six
Months Ended
June 30,2023
$ 8,158
(
7,509)
$ 649
For the Six
Months Ended
June 30,2022
For the Six
Months Ended
June 30,2022

(
$ 4,758
3,472)
$ 1,286

(
(

(

(
$ 23,266
23,151)
$ 115

25. Income Tax from Continuing Operations

  • (1) Income tax recognized in profit and loss

  • 34 -

The main composition items of income tax expense as follows:

Current income tax
Incurred in the
current period
levied on the
undistributed
earnings
Adjustment of prior
periods
Deferred income tax
Incurred in the current
period
Income tax expense
recognized in profit
and loss
For the Three
Months Ended
June 30,2023
$ 951
275

-
1,226
(
96)
$ 1,130
For the Three
Months Ended
June 30,2022
$ 13,033
-
(
1,451)
11,582
(
9,289)
$ 2,293
For the Six
Months Ended
June 30,2023
$ 1,411
275

-
1,686
(
36)
$ 1,650
For the Six
Months Ended
June 30,2022
For the Six
Months Ended
June 30,2022


(

(
(


(

(
(
$ 18,564
-
1,451)
17,113
9,479)
$ 7,634

The tax rate applicable to the subsidiaries in Mainland China is 25%; the tax amounts generated in other territories are calculated based on the tax rates applicable to each respective territory.

(2) Income tax recognized in other comprehensive income.

Deferred income tax
Incurred in the current
period
-Conversion through
foreign operations
Income tax recognized in
other comprehensive
inocme
For the Three
Months Ended
June 30,2023
$ 293
$ 293
For the Three
Months Ended
June 30,2022
($ 2,395)
( $ 2,395 )
For the Six
Months Ended
June 30,2023
($ 207)
( $ 207 )
For the Six
Months Ended
June 30,2022
For the Six
Months Ended
June 30,2022

(
(
(
(
(
(
$ 7,510)
$ 7,510 )
  • (3) Income tax audit

The income tax returns for The Company and TPU Company have been approved by the tax authorities up to the year 2021.

26. Earnings per Share

For the Three For the Three For the Six For the Six Months Ended Months Ended Months Ended Months Ended June 30,2023 June 30,2022 June 30,2023 June 30,2022 Basic earnings per share From continuing operations ( $ 0.05 ) ( $ 0.01 ) $ 0.03 $ 0.25

  • 35 -
Diluted earnings per share
From continuing
operations
For the Three
Months Ended
June 30,2023
( $ 0.05 )
For the Three
Months Ended
June 30,2022
( $ 0.01 )
For the Six
Months Ended
June 30,2023
$ 0.03
For the Six
Months Ended
June 30,2022
For the Six
Months Ended
June 30,2022
( ( $ 0.25

The net income and weighted average number of outstanding common shares used to compute earnings per share are as follows:

Net profit (loss) for the period

Net profit (loss) for the
calculation of basic and
diluted earnings per share
Shares
Weighted average number of
common stock shares for
the calculation of basic
earnings per share
The impact of potential
diluted common stock
shares:
Employee compensation
Restricted stock units
Weighted average number of
common stock shares for
the calculation of diluted
earnings per share
For the Three
Months Ended
June 30,2023
( $ 3,742 )
For the Three
Months Ended
June 30,2023
70,251
-
-
70,251
For the Three
Months Ended
June 30,2022
( $ 635 )
For the Three
Months Ended
June 30,2022
69,561
-
-
69,561
For the Six
Months Ended
June 30,2023
For the Six
Months Ended
June 30,2022
$ 1,918
$ 17,510
Unit : Thousand shares
For the Six
Months Ended
June 30,2023
For the Six
Months Ended
June 30,2022
70,109
69,561
56
237
194
671
70,359
70,469

If the Company may choose to pay remuneration to employees in the form of stocks or cash, when calculating the diluted earnings per share, it is assumed that the remuneration to employees is paid in the form of stocks, and the weighted average number of outstanding shares is included in the potential diluted common stock for the calculation of the diluted earnings per share. When calculating the diluted earnings per share before the distribution of remuneration in the form of stock resolved in the shareholders meeting of the following year, the dilution effect of this potential common stock will be considered continuously.

  1. Share -based Payment Restricted stock units

  2. 36 -

The Company resolved to issue restricted stock units at the shareholder meeting held on May 28, 2018, with an issuance price of NT$ 0 per share (i.e., free of charge). The aforementioned issuance of restricted stock units was approved by the Securities and Futures Bureau under the Financial Supervisory Commission R.O.C. and became effective on May 20, 2019. The details of the issuance resolved by the Board of Directors are as follows:

Unit:Thousand shares

Grant date
108.09.25
109.04.15
Grant amount
426
374
Fair value per
share
15.10
17.65
Issuance and
capital raising
record date
108.09.25
109.04.15
Actual shares
issued
426
374

After the restricted stock units are granted to employees under this policy, they must meet certain conditions and fulfill their service obligations without any violation of the Company's employment agreement, code of conduct, work rules, contractual obligations, or regulations. In addition, they must achieve a certain level of annual performance evaluation. The granted restricted stock units shall vest in the employees according to the following schedule, subject to their continued employment on the vesting date:

  • (1) After one year of employment, employees can receive 30% of the granted restricted stock units if they achieve a performance evaluation level of B or above.

  • (2) After two years of employment, employees can receive an additional 30% of the granted restricted stock units if they achieve a performance evaluation level of B or above.

  • (3) After three years of employment, the remaining 40% of the granted restricted stock units can be vested if they achieve a performance evaluation level of B or above.

  • If the above-mentioned dates fall on a holiday, the transaction will be processed

  • on the next business day.

  • The handling methods for employees who fail to meet the vested conditions are

  • as follows:

  • (1) If an employee violates these regulations, trust agreements, labor contracts, work rules, or contractual agreements between the employee and the Company (related contractual agreements are authorized by the Board of Directors to be negotiated and signed by the Chairman on behalf of the Company), the

  • 37 -

Company has the right to retrieve the restricted stock units granted but not yet vested to the employee and cancel them free of charge.

  • (2) If an employee fails to meet the vested conditions, the Company has the right to retrieve the restricted stock units granted but not yet vested to the employee and cancel them free of charge.

  • (3) For general resignation (voluntary/retirement/layoff/dismissal), the Company will retrieve the restricted stock units granted but not yet vested to the employee in accordance with the law and cancel them free of charge.

  • (4) For leave without pay: Employees who are granted restricted stock units and have applied for leave without pay with the Company's approval will be deemed as not having met the vested conditions during the period of leave. After returning to their original position, the employee's restoration of their rights will be subject to approval by the Chairman. The vested conditions, percentage, and deadline for meeting them will be reevaluated within the scope of the granted shares.

  • (5) For general death, the Company will retrieve the restricted stock units granted but not yet vested to the employee in accordance with the law and cancel them free of charge.

  • (6) Occupational accidents:

  • a. If an employee suffers a disability due to an occupational accident and cannot continue working, the restricted stock units granted but not yet vested will be vested ahead of schedule from the date of effective resignation.

  • b. If an employee dies due to an occupational accident, the restricted stock units granted but not yet vested will be vested ahead of schedule from the date of death, and the inheritance will receive them.

  • (7) For job transfer: If an employee transfers to a related enterprise or another company (excluding subsidiaries), the restricted stock units granted but not yet vested will be handled in the same manner as specified in the "general resignation" clause. However, for operational needs, if an employee is assigned by the Company to work at a related enterprise or another company, their restricted stock units granted but not yet vested will not be affected by the transfer.

  • (8) Employees who have been granted restricted stock units but have not met the vested conditions are not required to return the stock dividend and cash dividend they have received.

The restricted rights and obligations of employees who have been allocated or subscribed to new shares but have not yet met the vesting conditions are as follows:

  • 38 -

  • (1) Prior to meeting the vesting conditions, employees shall not sell, pledge, transfer, gift, or otherwise dispose of the restricted stock units allocated under this policy.

  • (2) Employees who have been allocated new shares but have not yet met the vesting conditions shall have the same rights and obligations (including the right to participate in rights issues, dividends, attend shareholder meetings, propose resolutions, speak, vote, elect, subscribe to cash increases, and other matters related to shareholder rights and interests) as the common shares already issued by the Company, except for the aforementioned restricted rights.

  • (3) The restricted stock units issued this time may be held in trust by a trustee. Before meeting the vesting conditions, the employee shall not request the trustee to return the restricted stock units for any reason or by any means.

  • Summary of restricted stock units information of the Company:

Beginning balance
Cancellation in current period
Ending balance
Shares
(Thousand shares)
For the Six Months
Ended June 30,2023
743
(
743)
-
Shares
(Thousand shares)
Shares
(Thousand shares)
For the Six Months
Ended June 30,2022
( 775
-
775

The recognized compensation costs of the Company for the three months and for the six months ended June 30, 2023 and June 30, 2022 were NT$ 33 thousand, NT$ 491 thousand, NT$ 245 thousand and NT$ 977 thousand, respectively.

28. Capital Risk Management

The Consolidated Company conducts capital management to ensure that each enterprise within the group can maximize shareholder returns by optimizing debt and equity balances under the assumption of going concern. The overall strategy of the Consolidated Company has not undergone significant changes.

The Consolidated Company's senior management regularly reviews its capital structure, considering the cost and associated risks of various types of capital. Based on the recommendations of senior management, The Consolidated Company balances its overall capital structure through methods such as paying dividends, issuing new stocks, and so on.

The Consolidated Company is not required to comply with any other external capital regulations.

  1. Financial Instruments

  2. 39 -

  3. (1) Fair value information - Financial instruments that are not measured at fair value.

The management of the Company believes that the carrying amounts of financial assets and financial liabilities that are not measured at fair value approximate their fair value.

  • (2) Fair value information - financial instruments measured at fair value on a repeatability basis

  • a. Fair value level

June 30, 2023
Financial assets valued at fair
value through profit and loss
Foreign Bonds
Domestic TWSE/TPEx listing
stock
Domestic Fund beneficiary
certificate
Total
Financial assets measured at fair
value through other
comprehensive income
Domestic non-TWSE /TPEx
listing stock
December 31, 2022
Financial assets valued at fair
value through profit and loss
Foreign Bonds
Domestic TWSE/TPEx listing
stock
Domestic Fund beneficiary
certificate
Total
Financial assets measured at fair
value through other
comprehensive income
Domestic non-TWSE /TPEx
listing stock
June 30, 2022
Financial assets valued at fair
value through profit and loss
Level 1
$ 7,136
406
6,211
$ 13,753
$ -
Level 1
$ 3,968
1,030
6,115
$ 11,113
$ -
Level 1
Level 2
$ -
-
-
$ -
$ -
Level 2
$ -
-
-
$ -
$ -
Level 2
Level 3
$ -
-
-
$ -
$ 1,670
Level 3
$ -
-
-
$ -
$ 1,467
Level 3
Total












$ 7,136
406
6,211
$ 13,753
$ 1,670
Total












$ 3,968
1,030
6,115
$ 11,113
$ 1,467
Total
  • 40 -
Foreign Bonds
Financial assets measured at fair
value through other
comprehensive income
Domestic non-TWSE /TPEx
listing stock

Level 1
$ 4,253
$ -

Level 2
$ -
$ -

Level 3
$ -
$ 1,782

Total
$ 4,253
$ 1,782

There was no transfer between Level 1 and Level 2 fair value measurements for the six months Ended June 30, 2023 and June 30, 2022.

  • b. Evaluation technology and the input value of Level 2 fair value measurement

Type of financial instruments Evaluation technology and the input value Derivatives - foreign exchange Future cash flows are estimated based on forward contracts observable forward exchange rates at the end of the reporting period and contract forward rates, discounted at a rate that reflects the credit risk of various counterparties.

  • c. Evaluation technology and the input value of Level 3 fair value measurement

The domestic unlisted equity investments are valued using the net asset value method, where the company measures the fair value of the investments based on its net assets on the balance sheet date.

  • (3) Types of financial instruments
Financial assets
Financial assets measured at
fair value through other
comprehensive income
Financial assets measured at
the amortized cost (Remark
1)
Measured at fair value
through profit and loss
Financial assets measured
at fair value through
profit and loss
mandatorily
Financial liabilities
Measured at the amortized
cost (Remark 2)
June 30,
2023
$ 1,670
937,790
13,753
487,963
December 31,
2022
$ 1,467
969,748
11,113
558,734
June 30,
2022
$ 1,782
1,012,609
4,253
503,930
  • 41 -

Remark 1: The balance includes financial assets measured at amortized cost such as cash and cash equivalents, financial assets measured at amortized cost, notes receivable, accounts receivable, and other financial assets.

  • Remark 2: The balance includes financial liabilities measured at amortized cost such as short-term borrowings, short-term bills payable, notes payable, accounts payable and long-term borrowings.

  • (4) Financial risk management objectives

The main financial instruments of the Consolidated Company include notes and accounts receivable, accounts payable, lease liabilities, long-term and short-term borrowings. The financial management department of the Consolidated Company provides services to all business units, plans and coordinates entering the domestic and international financial markets, analyzes internal risk exposure according to the degree and breadth of risk, and reports, supervises, and manages the financial risks related to the operations of the Company. These risks include market risk (including exchange rate risk and interest rate risk), credit risk, and liquidity risk.

a. Market risk

The main financial risks from the operating activities of the Consolidated Company are the risk of changes in foreign currency exchange rates (see I below) and the risk of changes in interest rates (see II below). I. Exchange rate risk

Several subsidiaries of the Company engage in sales and purchase transactions denominated in foreign currencies, which exposes the Consolidated Company to foreign exchange risk.

Please refer to Note 33 for the book value of monetary assets and monetary liabilities denominated in non-functional currencies (including monetary items denominated in non-functional currencies that have been offset in the consolidated financial statements) and the book value of derivative instruments with foreign exchange risk exposure of the Consolidated Company as of the balance sheet date.

Sensitivity Analysis

The Consolidated Company is mainly exposed to fluctuations in the exchange rates of the U.S. dollar and Chinese yuan.

The sensitivity analysis below illustrates the impact on the Consolidated Company's pre-tax profit when the functional currency of the relevant foreign currencies increases or decreases by 5% against the

  • 42 -

New Taiwan Dollar (the functional currency). The 5% sensitivity ratio is used by the Company's management to report foreign exchange risks to senior management and represents the reasonable possible range of exchange rate fluctuations assessed by management. The sensitivity analysis includes only the foreign currency-denominated monetary items outstanding and adjusts their year-end translation by 5% for exchange rate movements. A positive number in the table below indicates that a 5% depreciation of the New Taiwan Dollar against the relevant foreign currency will increase pre-tax profit by the stated amount, while a 5% appreciation will reduce pre-tax profit by the same amount.

pre-tax profit Effect of USD
For the Six
Months Ended
June 30,2022
$ 5,407
Effect of Chinese Yuan Effect of Chinese Yuan Effect of Chinese Yuan
For the Six
Months Ended
June 30,2023
$ 7,653
For the Six
Months Ended
June 30,2023
$ 3,182
For the Six
Months Ended
June 30,2022
$ 7,923
  • (i) The primary source of the impact is from the US dollar cash and US dollar-denominated accounts receivable and accounts payable of the Consolidated Company that were outstanding and not hedged against cash flow risks on the balance sheet date.

  • (ii) The primary source of the impact is from the Chinese yuan cash and Chinese yuan-denominated accounts receivable and accounts payable of the Consolidated Company that were outstanding and not hedged against cash flow risks on the balance sheet date.

The management believes that sensitivity analysis cannot fully represent the inherent risk of exchange rate fluctuations, as the exchange rate exposure at the balance sheet date may not reflect the exposure throughout the year.

II.Interest rate risk

The Consolidated Company is exposed to interest rate risk due to the fact that individual entities within the Consolidated Company borrow funds at both fixed and floating rates. To manage this risk, the Consolidated Company maintains an appropriate mix of fixed and floating rate instruments, and uses interest rate swap and forward rate contracts. The Consolidated Company regularly evaluates its hedging activities to ensure that they align with its interest rate outlook and established risk preferences, in order to adopt the most cost-effective hedging strategies.

  • 43 -

The book amount of the financial assets and financial liabilities of the Consolidated Company with interest rate risk exposure on the balance sheet date are as follows:

sheet date are as follows:
With fair value interest rate risk
Financial assets
Financial liabilities
With cash flow interest rate risk
Financial assets
Financial liabilities
June 30,
2023
$ 396,990
165,157
242,214
250,000
December 31,
2022
$ 441,011
159,417
233,907
280,000
June 30,
2022
$ 356,704
163,336
279,720
165,000

Sensitivity Analysis

The sensitivity analysis below is based on the interest rate risk exposure of the non-derivative instruments on the balance sheet date. For floating rate liabilities, the analysis is based on the assumption that the amount of liabilities that were in circulation on the balance sheet date was in circulation throughout the reporting period.

If the interest rate increases/decreases by 1% with all other variables held constant, the Consolidated Company's pre-tax profit for the six months ended June 30, 2023 and June 30, 2022 will decrease/ increase by NT$ 39 thousand and NT$ 574 thousand, respectively, mainly due to the interest rate risk associated with the Consolidated Company's variable-rate borrowings.

b. Credit risk

Credit risk refers to the risk that the counterparty of the transaction defaults on contractual obligations and causes financial losses to the Consolidated Company. As of the balance sheet date, the maximum credit risk exposure of the Consolidated Company that may cause financial losses due to the counterparty’s failure to perform its obligations and financial guarantees provided by the Consolidated Company is mainly derived from:

  • I. the book value of financial assets recognized in the consolidated balance sheet.

  • II.The maximum amount that may need to be paid by the Consolidated Company for providing financial guarantees, regardless of the likelihood of occurrence.

The Consolidated Company adopts a policy of conducting credit ratings on counterparties and obtaining adequate collateral in necessary situations to mitigate the risk of financial losses caused by default. The Consolidated

  • 44 -

Company continues to monitor credit risk and counterparties' credit ratings, and diversifies the total transaction amount among qualified clients with different credit ratings. The credit risk is controlled by annual credit limit reviews by the credit control unit.

To mitigate credit risk, the Consolidated Company's management assigns dedicated units to decide on credit limits, credit approval, and other monitoring procedures to ensure that appropriate actions are taken to recover overdue receivables. In addition, the Consolidated Company conducts a review of the recoverable amount of receivables on the balance sheet date to ensure that appropriate impairment losses are recognized for irrecoverable receivables. Therefore, the management of the Consolidated Company believes that the credit risk of the Company has been significantly reduced. c. Liquidity risk

The Consolidated Company manages and maintains sufficient positions of cash and cash equivalents to support the group's operations and reduce the impact of cash flow volatility. The management of the Consolidated Company supervises the usage of bank financing facilities and ensures compliance with the terms of borrowing agreements.

Bank borrowings are an important source of liquidity for the Company. As of June 30, 2023, December 31, 2022 and June 30, 2022, the unused financing facilities of the Consolidated Company are explained in the following II financing facilities.

I. Non-derivative financial liabilities liquidity and interest rate risk list

The remaining contract maturity analysis of non-derivative financial liabilities is prepared based on the earliest date when the Consolidated Company may be required to repay the liabilities, using the undiscounted cash flows of the financial liabilities. Therefore, the bank borrowings that the Consolidated Company may be required to repay immediately are listed in the earliest period in the table, without considering the probability of the bank immediately exercising such rights; other non-derivative financial liabilities are prepared based on the contractual repayment dates.

June 30, 2023

June 30, 2023
Non-derivative financial
liabilities
Non-interest-bearing liabiblities
I m m e d i a t e
payment or
p a y i n g
w i t h i n
1 month
$ -
1~3 months
$ 110,946
3months ~ 1
year
$ -
1~5 years
$ -
Over 5 years
$ -
  • 45 -
Lease liabilities
Floating interest rate instrument
Fixed interest rate instrument
I m m e d i a t e
payment or
p a y i n g
w i t h i n
1 month
1,428
-
5,053
$ 6,481
1~3 months
1,133
50,000
113,400
$ 275,479
3months ~ 1
year
6,858
-
8,564
$ 15,422
1~5 years Over 5 years
22,487
200,000
-
$ 222,487
6,234
-
-
$ 6,234

Further information on the maturity analysis of financial liabilities mentioned above is as follows:

Lease liabilities Less than 1
year
$ 10,222
1~5 years
$ 23,865
510 years
$ 6,332
1015
years
$ -
1520
years
$ -
Over 20
years
$ -

December 31, 2022

December 31, 2022
Non-derivative financial
liabilities
Non-interest-bearing liabiblities
Lease liabilities
Floating interest rate instrument
Fixed interest rate instrument
I m m e d i a t e
payment or
p a y i n g
w i t h i n
1 month
$ -
1,288
30,000
103,224
$ 134,512
1~3 months
$ 133,297
572
50,000
31,193
$ 215,062
3months ~ 1
year
$ -
2,606
35,000
11,020
$ 48,626
1~5 years
$ -
9,514
165,000
-
$ 174,514
Over 5 years
$ -
-
-
-
$ -

Further information on the maturity analysis of financial liabilities mentioned above is as follows:

Lease liabilities Less than 1
year
$ 4,740
1~5 years
$ 9,859
510 years
$ -
1015
years
$ -
1520
years
$ -
Over 20
years
$ -

June 30, 2022

June 30, 2022
Non-derivative financial
liabilities
Non-interest-bearing liabiblities
Lease liabilities
Floating interest rate instrument
Fixed interest rate instrument
I m m e d i a t e
payment or
p a y i n g
w i t h i n
1 month
$ -
1,315
-
50,346
$ 51,661
1~3 months
$ 194,552
1,270
-
62,934
$ 258,756
3months ~ 1
year
$ -
5,456
-
31,098
$ 36,554
1~5 years Over 5 years








$ -
11,727
165,000

-
$ 176,727


$ -
-
-

-
$ -

Further information on the maturity analysis of financial liabilities mentioned above is as follows:

==> picture [395 x 29] intentionally omitted <==

II.Financing facilities

  • 46 -
Unsecured bank overdraft
facility (reviewed annually)
Used amount
Unused amount
Secured bank borrowing
facility (extendable by
mutual agreement)
Used amount
Unused amount
June 30,
2023
$ 168,996
451,004
$ 620,000
$ 220,191
98,724
$ 318,915
December 31,
2022
$ 226,305

413,695
$ 640,000
$ 205,610

111,759
$ 317,369
June 30,
2022











$ 109,545
640,455
$ 750,000
$ 214,547
109,781
$ 324,328

30. Related Party Transactions

The transactions, account balances, and income and expenses between the Company and its subsidiaries (related parties) are all eliminated at the time of consolidation; therefore, they are not disclosed in this note. In addition to the disclosure in other notes, the transactions between the Consolidated Company and other related parties are as follows.

  • (1) Name and relationship of related parties

==> picture [412 x 22] intentionally omitted <==

----- Start of picture text -----

Name of related praties Relation with the Consolidated Company
Isotech Products Incorporated Substantial related party
----- End of picture text -----

Name of related praties
Isotech Products Incorporated
Relation with the Consolidated Company
Substantial related party
Chaei Hsin Enterprise Co., Ltd. Substantial related party
Liou, Han -Yin Key management personnel
  • (2) Operating revenue
Account
Operating
revenue
Classification of
Related party
Substantial
related party
For the Three
Months Ended
June 30,2023
$ 21,135
For the Three
Months Ended
June 30,2022
$ 44,422
For the Six
Months Ended
June 30,2023
$ 46,327
For the Six
Months Ended
June 30,2022
$ 81,946

Transactions with related parties are carried out at the agreed prices between both parties, with a payment term of 90 days from the end of the month, in principle.

  • (3) Purchase
Classification of Related
party
Substantial related party
For the Three
Months Ended
June 30,2023
$ 238
For the Three
Months Ended
June 30,2022
$ 220
For the Six
Months Ended
June 30,2023
$ 483
For the Six
Months Ended
June 30,2022
$ 440
  • 47 -

The price and transaction terms for purchases made by the Consolidated Company from related parties are determined by mutual agreement, with a payment period of 90 days from the end of each month.

  • (4) Receivables from related parties (excluding the loaning of funds to the related parties)
Account
Notes receivable
Accounts receivable
Classification of Related
party
Substantial related party
Substantial related party

June 30,
2023
$ 1,922
$ 30,524
December 31,
2022
$ 1,958
$ 35,527

June 30,
2022
$ 1,564
$ 64,319

There is no guarantee for the outstanding receivables from related parties. As of June 30, 2023, December 31, 2022 and June 30, 2022, the provision for doubtful accounts related to receivables from related parties was NT$ 114 thousand, NT$ 108 thousand and NT$ 202 thousand, respectively.

  • (5) Payables to related parties (excluding the loaning of funds from the related parties)
Account
Notes payable
Accounts payable
Classification of Related
party
Substantial related party
Substantial related party

June 30,
2023
$ 362
$ -
December 31,
2022
$ 283
$ 39

June 30,
2022
$ 201
$ 30

The balance of payables to related parties outstanding is unsecured.

  • (6) Endorsements/guarantees
Guaranteed by
Classification of Related party
The amount guaranteed by key
management personnel
June 30, 2023
$ 393,420
December 31, 2022
$ 392,130
June 30, 2022
$ 533,580
  • (7) Remunerations to the management

The total remuneration of directors and other key management personnel is as follows:

Short-term employee
benefits
For the Three
Months Ended
June 30,2023
$ 2,578
For the Three
Months Ended
June 30,2022
$ 3,526
For the Six
Months Ended
June 30,2023
$ 4,676
For the Six
Months Ended
June 30,2022
$ 5,606

The remuneration of directors and other key management personnel is determined by the Remuneration Committee of the Company based on individual performance and market trends. In addition, the Consolidated

  • 48 -

Company provides official cars for business use by key management personnel, with a total acquisition cost of NT$ 4,197 thousand.

31. Collateral Assets

The following assets of the Consolidated Company have been pledged as collateral for short-term and long-term borrowings:

Pledged bank deposit
Property, plant and equipment
June 30,
2023
$ 30,000
110,675
$ 140,675
December 31,
2022
$ 30,000
111,325
$ 141,325
June 30,
2022
$ 42,780
124,197
$ 166,977
  1. Contractual Commitment with Material or Liabilities without Recognition As of June 30, 2023, December 31, 2022 and June 30, 2022, the balance of letters of credit issued but unused was USD 640 thousand, USD 396 thousand and USD 812 thousand, respectively.

  2. Information on Significantly Influential Assets and Liabilities in Foreign Currency

The following information is summarized and expressed in foreign currencies other than the functional currencies of each business entity in the Consolidated Company. The disclosed exchange rates refer to the exchange rates for the conversion of the foreign currencies into functional currencies. The influential assets and liabilities in foreign currency are as follows: June 30, 2023

Froeign currencyassets
Monetary item
USD
CNY
ZAR
Foreign currency
liabilities
Monetary item
USD
CNY
Foreign currency
$ 5,956
14,877
910
1,041
17
Exchange rate
31.14
4.282
1.649
31.14
4.282
Carrying amount Carrying amount
$ 185,470
63,703
1,501
$ 250,674
$ 32,417
73
$ 32,490

December 31, 2022

  • 49 -
Foreign currency Foreign currency Exchange rate Carrying amount Carrying amount
Froeign currencyassets
Monetary item
USD $ 7,317 30.71 $ 224,705
CNY 11,255 4.408 49,612
$ 274,317
Foreign currency
liabilities
Monetary item
USD 896 30.71 $ 27,516
June 30, 2022
Foreign currency Exchange rate Carrying amount
Froeign currencyassets
Monetary item
USD $ 5,202 29.72 $ 154,603
CNY 35,747 4.439 158,681
$ 313,284
Foreign currency
liabilities
Monetary item
USD 1,563 29.72 $ 46,452
CNY 48 4.439 213
$ 46,665
The foreign exchange gains (losses) (realized and unrealized) of the
Consolidated Company for the three months and six months ended June 30, 2023
and 2022, respectively, were NT$ 1,286 thousand, NT$ (6,967) thousand, NT$ 649
thousand and NT$ 115 thousand, respectively. Due to the variety of foreign
currency transactions and functional currencies of individual entities within the
Consolidated Company, it is not possible to disclose the exchange gains or losses
by significant foreign currency types.

34. Notes to Disclosure

  • (1) Information on major transactions and (2) Investment related information:

  • a. Financing provided to others: Table 1.

  • b. Endorsements/guarantees provided: Table 2.

  • c. The Marketable securities held (excluding investment in the equity of the subsidiaries and associates): Table 3.

  • d. Marketable securities acquired or disposed at costs or prices at least NT$ 300 million or 20% of the paid-in capital: None.

  • 50 -

  • e. Acquisition of individual real estate at costs of at least NT$ 300 million or 20% of the paid-in capital: None.

  • f. Disposal of individual real estate at prices of at least NT$ 300 million or 20% of the paid-in capital: None.

  • g. Total purchases from or sales to related parties amounting to at least NT$ 100 million or 20% of the paid-in capital: None.

  • h. Receivables from related parties amounting to at least NT$ 100 million or 20% of the paid-in capital: None.

  • i. Trading in derivative instruments: None.

  • j. Others: The business relationship between the parent company and the subsidiaries and between each subsidiary, and the circumstances and amounts of any significant transactions:

==> picture [387 x 68] intentionally omitted <==

----- Start of picture text -----

Transactions
Ratio to
consolidated
Relations total
hip Trade income or
(Remark terms(Re total assets
Company Name Counterparty 1) Account Amount mark 2) (%)
----- End of picture text -----

The Company TPU Company 1 Operating costs $ 5,577 1
Other income 525 -
Notes receivable 276 -
Accounts 92 -
receivable
Notes payable 2,968 -
Accounts payable 1,683 -
Research and
development
expenses 1 -
Shanshui Lianmei 1 Operating revenue 22,926 4
Company Operating costs 122 -
Accounts
receivable 14,252 1
Accounts payable 71 -
Headway Vietnam 1 Operating revenue 8,386 1
Company Accounts receivabe 8,572 -
Shanshui Lianmei Shanghai Huiyu 2 Selling expneses 852 -
Company Company Prepaid expense 39 -
Anhui Huayu 2 Operating revenue 235 -
Company Accounts receivabe 265 -
Shanghai Huiyu Anhui Huayu 2 Operating costs 12,450 2
Company Company Prepaid expense 53,552 3
URASIA 2 Short-tem
borrowing 21,410 1
Interest expense 248 -
Other payable 79 -

Remark 1 : “1” represents the parent company dealings with its subsidiaries. “2” represents th e subsidiary dealin gs with other subsidiaries.

Remark 2: The selling prices of products to subsidiaries by the Company are generally equivalent to those charged to third-party customers, with a payment term of 90 days after month-end. However, for certain products that assist subsidiaries in expanding local business, their selling prices are based on agreed prices between the Company and the subsidiaries. As of June 30, 2023, the payment terms for subsidiaries are su bject to their respective financial conditions.

  • k. Information on investees: Table 4

  • 51 -

  • (3) Information on investment in Mainland China:

  • a. Information on any investee company in mainland China, showing the name, principal business activities, paid-in capital, method of investment, inward and outward remittance of funds, ownership percentage, net income of investees, investment gain or loss, carrying amount of the investment at the end of the period, repatriations of investment income, and limit on the amount of investment in the mainland China area: Talbe 5.

  • b. Any of the following significant transactions with investee companies in mainland China, either directly or indirectly through a third party, and their prices, payment terms, unrealized gains or losses: Talbe 6.

    • I. The amount and percentage of purchases and the balance and percentage of the related payables at the end of the period.

    • II. The amount and percentage of sales and the balance and percentage of the related receivables at the end of the period.

    • III. The amount of property transactions and the amount of the resultant gains or losses.

    • IV. The balance of negotiable instrument endorsements or guarantees or pledges of collateral at the end of the period and the purposes.

    • V. The highest balance, the end of period balance, the interest rate range, and total current period interest with respect to financing of funds.

    • VI. Other transactions that have a material effect on the profit or loss for the period or on the financial position, such as the rendering or receiving of services.

  • (4) Information of major shareholders: list of the shareholders with ownership of 5% or greater, showing the names, the number of shares and percentage of ownership held by each shareholder: Talbe 7.

35. Segment Information

The operating decision-makers of the Consolidated Company focus on the financial information of each operating segment to allocate resources and evaluate segment performance, and the measurement basis of this financial information is the same as that of this financial statements. The reporting segments of the Consolidated Company are Taiwan, Mainland China, and Vietnam.

  • (1) Segment revenues and operating results

The revenue and operating results of the continuing operations of the Consolidated Company are analyzed by the reporting segments as follows.

  • 52 -
For the Three
Months Ended
June 30,2023
Taiwan
$ 148,413
Mainland China
52,298
Vietnam
42,196
Total form Continuing
operations
$ 242,907
(2) Segment operating results
For the Three
Months Ended
June 30,2023
Taiwan
( $ 13,510 )
Mainland China
492
Vietnam
1,104
Total form Continuing
operations
(
11,914 )
Net exchange gain (loss)
1,286
Interest income
6,500
Gain on disposal of
investment
96
Net profit (loss) on
financial assets
measured at fair value
through profit and
loss mandatorily
(
36 )
Gain on disposal of
property, plant, and
equipment
-
Financial costs
(
2,230 )
Others
2,415
Pre-tax profit
( $ 3,883 )
For the Three
Months Ended
June 30,2022
$ 248,667
54,876
69,455
$ 372,998
For the Three
Months Ended
June 30,2022
$ 11,071
(
8,546 )
2,674
5,199
(
6,967 )
2,187
-
(
475 )
100
(
1,285 )
2,907
$ 1,666
For the Six
Months Ended
June 30,2023
$ 328,676
142,711
90,706
$ 562,093
For the Six
Months Ended
June 30,2023
( $ 18,152 )
6,098
2,951
(
9,103 )
649
12,733
96
191
-
(
4,436 )
3,252
$ 3,382
For the Six
Months Ended
June 30,2022
For the Six
Months Ended
June 30,2022
$ 511,980
104,294
174,059
$ 790,333
For the Six
Months Ended
June 30,2022
(
(
(
(
(
(
(
(
(
(
$ 22,960
14,909 )
11,899
19,950
115
4,427
-

1,075 )
100
2,522 )
3,967
$ 24,962

Segment profit refers to the profits earned by each segment, excluding allocated operating expenses, non-operating income and gains, and non-operating expenses and losses. This measurement amount is provided to the main operating decision-makers for allocating resources to segments and evaluating their performance.

(3) Segment assets

The Company did not provide the operating decision-makers with a measure of departmental assets, and therefore the measured amount of assets is zero.

  • 53 -

Headway Advanced Materials Inc. and Subsidiaries

Financing Provided to Others From January 1 to June 30, 2023

Table 1

Unit: In Thousands of NTD, Unless Stated Otherwise

No. Lender Borrower Account Related
party

Maximum
balance for the
period
Ending balance Actual amount
drawn
Interest
rate range
Nature of
financing
Transaction
amount
Reason for
financing
Allowance for
bad debt
Collateral Collateral Financing limits
for each
borrower
(Remark 1)

Lander’s total
financing limit
Note

Lander’s total
financing limit
Note
Item Value
1 URASIA Shanghai Huiyu
Company
Other
receivable
Y $ 44,745 $ 22,325 $ 22,325 2.5% Remark 2 $ - Working
capital
$ - $ - $ 292,921 $ 292,921 Remark
1

Remark 1: The short-term financing provided by URASIA INTERNATIONAL INC. to to entities in need of working capital are subject to individual and aggregate limits, which shall not exceed 40% of the net worth of the company both.

Remark 2: In need of short-term financing.

  • 54 -

Headway Advanced Materials Inc. and Subsidiaries

Endorsements/Guarantees Provided

From January 1 to June 30, 2023

Table 2

Unit: In Thousands of NTD, Unless Stated Otherwise

No. Endorser/
guarantor
Endorsee/guarantee Endorsee/guarantee Limits on
endorsements
/guarantees given
on behalf of each
party
Maximum
amount
endorsements
/guarantees
during the
period
Outstanding
endorsements
/guarantees the
end of the
period

Actual amount
drawn

Amount
endorsements
/guarantees by
collaterals
Ratio of
accumulated
endorsements
/guarantees to
net equity per
latest financial
statements(%)

Maximum
endorsements
/guarantees
amount
allowable
(Remark 1)
Endorsements
/guarantees
given by
parent on
behalf of
subsidiaries
Endorsements
/guarantees by
subsidiaries on
behalf of
parent


Endorsements
/guarantees
given on
behalf of
companies in
Mainland
China
Note
Company name
Relationship
0 The Company Headway Vietnam
Company

2
Remark 2 $ 59,410 $ 59,410 $ - $ - 6.14 $ 387,349 Y N N

Remark 1: The total amount of endorsements/guarantes shall not exceed 40% of the net worth of this Company.

Remark 2: The endorsement/guarantee limit for a single entity shall not exceed 25% of the current net worth of the Company.

  • 55 -

Headway Advanced Materials Inc. and Subsidiaries

The Marketable securities held

June 30, 2023

Table 3

Unit: In Thousands of NTD, Unless Stated Otherwise

==> picture [1038 x 306] intentionally omitted <==

----- Start of picture text -----

June 30, 2023
Type and name of marketable Relationship with the Shares Percentage of
Holding company name Financial statement account Note
securities holding company (Thousand Carrying Amount ownership Fair value
shares) (%)
The Company Anchor Digital Technology - Financial assets at fair value 185 $ 1,670 6.06 $ 1,670 -
Corporation/ Stock shares through other comprehensive
income - non-current
Yuanta 2-10 year investment Financial assets at fair value 20 6,211 - 6,211 -
grade corporate bond fund through profit or loss -
non-current
American Express/ Corporate - Financial assets at fair value - 2,988 - 2,988 -
bond through profit or loss -
non-current
Apple Inc./ Corporate bond - Financial assets at fair value - 2,184 - 2,184 -
through profit or loss -
non-current
Verizon Communications Inc/ - Financial assets at fair value - 1,964 - 1,964 -
Corporate bond through profit or loss -
non-current
Taiwan Biomedical Company - Financial assets at fair value 10 406 0.02 406 -
Limited./ Stock shares through profit or loss -
non-current
----- End of picture text -----

Remark 1: The aforementioned marketable securities were not provided as collateral, pledged, or otherwise restricted as of June 30, 2023. Remark 2: Please refer to Table 4 for the information of investment in subsidiaries.

  • 56 -

Headway Advanced Materials Inc. and Subsidiaries

Information on investees

From January 1 to June 30, 2023

Table 4

Unit: In Thousands of NTD, Unless Stated Otherwise

==> picture [1039 x 112] intentionally omitted <==

----- Start of picture text -----

Original Investment Amount Balance as of June 30, 2023 Net Income
Main businesses and Investment Gain
Investor company Investee company Location June 30, December 31, Shares Ratio (Loss) of the Note
products Carrying Amount (Loss)
2023 2022 (Thousand shares) (%) Investee
The Company URASIA Panama General investment business $ 223,251 $ 223,251 78 100 $ 743,340 $ 15,849 $ 16,593 -
TPU Company Taiwan Manufacturing and sales of TPU 68,084 68,084 6,808 50 89,938 ( 2,566) ( 1,372) -
URASIA Headway Vietnam Company Vietnam PU resin products USD 5,000 thousand USD 5,000 thousand - 100 USD 8,241 thousand USD 220 thousand USD 220 thousand -
Cheng Yu Company Hong Kong General investment business USD 7,384 thousand USD 7,384 thousand - 100 USD 5,441 thousand USD 124 thousand USD 124 thousand -
----- End of picture text -----

Remark: Please refer to Table 5 for the information on investment in Mainland China

  • 57 -

Headway Advanced Materials Inc. and Subsidiaries

Information on Investment in Mainland China

From January 1 to June 30, 2023

Table 5

Unit: In Thousands of NTD, Unless Stated Otherwise

==> picture [1039 x 419] intentionally omitted <==

----- Start of picture text -----

Accumulated outward Investment flows Accumulated outward Percentage of Accumulated
remittance for remittance for ownership of repatriation of
Main businesses and Total amount of Method of Investment gain Carrying amount as of
Investee company investments from investments from direct or investment income as
products paid-in capital investment Taiwan as of Outward Inward Taiwan as of indirect (Loss) June 30, 2023 of June 30, 2023
January 1, 2023 June 30, 2023 investment (Remark 5)
Shanghai Huiyu Construction of housing CNY 10,600 thousand Remark 1 USD 324 thousand $ - $ - USD 324 thousand 74% USD 87 thousand USD 1,368 thousand USD 5,958 thousand
Company projects, construction of
municipal public works
projects, construction of
mechanical and electrical
installation projects,
construction of building
decoration projects,
construction of
anti-corrosion and
waterproofing projects,
construction of sports
tracks, stadiums, artificial
turf projects, and wholesale
of sports field materials.
Shanshui Lianmei PU resin products HKD57,170 thousand Remark 2 - - - - 100% HKD 975 thousand HKD42,637 thousand -
Company
Anhui Huiyu Research, manufacturing, CNY 8,058 thousand Remark 3 - - - - 100% ( CNY 847 thousand ) CNY 1,705 thousand -
Company import and export of
plastic materials for sports
fields, and sports facility
construction.
Accumulated outward remittance for Limits on the investment in Mainland China
nvestment amount authorized by the
investments in Mainland China as of according to the Investment Commission,
Investment Commission, MOEA
June 30, 2023 MOEA
USD 23,020 thousand &
USD 324 thousand (Remark 4)
HKD 26,200 thousand
----- End of picture text -----

Remark 1: Invested through subsidiary URASIA.

Remark 2: Invested through subsidiary Cheng Yu Company.

Remark 3: Invested through Shanghai Huiyu Company.

Remark 4: According to the revised "Principles for Reviewing Investment or Technical Cooperation in the Mainland" on August 29, 2008, enterprises that have been issued a certificate of operation headquarters scope by the Industrial Development Bureau of the Ministry of Economic Affairs are not subject to this limit.

Remark 5: As of June 30, 2023, the accumulated investment income repatriated was USD 5,958 thousand for Shanghai Huiyu Company, which exceeded the cumulative investment amount remitted out, and the Investment Commission, MOEA has approved USD 5,958 thousand.

  • 58 -

Headway Advanced Materials Inc. and Subsidiaries

Significant Transactions with Investee Companies in Mainland China, either Directly or Indirectly through a Third Party, and their Prices, Payment Terms, Unrealized Gains or Losses and Other Related Information

From January 1 to June 30, 2023

Table 6

Unit: In Thousands of NTD, Unless Stated Otherwise

Investee company Transaction type Purchase, sales Purchase, sales Price Transaction terms Transaction terms Notes receivable (payable),
accouts receivable(payable)
Notes receivable (payable),
accouts receivable(payable)
unrealized
gains/losses
Note
Amount Percentage Payment term Comparison with
ordinarytransactions
Amount Percentage
Shanshui Lianmei Company Sales $ 22,926 4% Remark Remark Remark $ 14,252 5% $ -

Remark: The selling prices of products to subsidiaries by the Company are generally equivalent to those charged to third-party customers, with a payment term of 90 days after month-end. However, for certain products that assist subsidiaries in expanding local business, their selling prices are based on agreed prices between the Company and the subsidiaries. As of June 30, 2023, the payment terms for subsidiaries are subject to their respective financial conditions.

  • 59 -

Headway Advanced Materials Inc. and Subsidiaries Information of major shareholders June 30, 2023

Table 7

Name of the major shareholder Shares
Number of shares owned Percentage of
ownership
Jinteng Investment Co., Ltd.
YoulongInvestment Co.,Ltd.
6,268,937
3,849,642
8.91%
5.47%
  • Remark 1: The information of major shareholders presented in this table is provided by the Taiwan Depository & Clearing Corporation based on the number of ordinary shares and preference shares held by shareholders with ownership of 5% or greater, that have been issued without physical registration (including treasury shares) by the Consolidated Company as of the last business day for the current quarter. The share capital in the consolidated financial statements may differ from the actual number of shares that have been issued without physical registration because of different preparation basis.

  • Remark 2: If a shareholder delivers the shareholdings to the trust, the above information will be disclosed by the individual truster who opened the trust account. For shareholders who declare insider shareholdings with ownership greater than 10% in accordance with the Security and Exchange Act, the shareholdings include shares held by shareholders and those delivered to the trust over which shareholders have rights to determine the use of trust property. For information relating to insider shareholding declaration, refer to Market Observation Post System.

  • 60 -