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LILYTEXTILE Annual Report 2022

Jul 30, 2021

51806_rns_2021-07-30_c3bfd7c3-2c93-478c-8b31-06b5dbdb07d8.pdf

Annual Report

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Stock ID: 1443

==> picture [126 x 79] intentionally omitted <==

Lily Logistics Development Co., LTD. (Previous Name LILY TEXTILE CO., LTD)

2022

Annual Report

Market Observation Post System (MOPs): http://mops.twse.com.tw

Company Website: http://WWW.LILY.COM.TW

Published on: May 18, 2023

  • I. Name of the Company Spokesperson, Title, and Contact Number

Spokesperson: Chairman SU TUNG YUNG Tel:(02)2555-7680 Spokesperson: Associate WANG CHIEN CHUNG Tel:(02)2559-8230

II. Address and Contact Number of the Head Office, Taipei Office, and Logistics Warehouse Centers: Head Office: No. 65, Sec. 1, Shuangfu Rd., Pingzhen Dist., Taoyuan City, Taiwan (R.O.C.) (TEL):(03)490-8690 (FAX):(03)490-8650 Taipei Office: 6F., No. 70, Xining N. Rd., Datong Dist., Taipei City, Taiwan (R.O.C.) (TEL):(02)2555-7680 (FAX):(02)2558-7492 Yangmei Logistics Warehouse Center: No. 199, Sec. 1, Zhongshan N. Rd., Yangmei Dist., Taoyuan City, Taiwan (R.O.C.) (TEL):(03)478-7144 (FAX):(03)478-7145 Pingzhen Logistics Warehouse Center: No. 65, Sec. 1, Shuangfu Rd., Pingzhen Dist., Taoyuan City, Taiwan (R.O.C.) (TEL):(03)490-8690 (FAX):(03)490-8650 Nankan Logistics Warehouse Center: No. 313, Sec. 2, Nanshan Rd., Luzhu Dist., Taoyuan City, Taiwan (R.O.C.) (TEL):(03)324-6606 (FAX):(03)324-6603 III. Name of Share Registrar, Address, and Contact Number

MasterLink Securities Corp. Stock Transfer Agency Address: B1F., No. 35, Ln. 11, Guangfu N. Rd., Songshan Dist., Taipei City, Taiwan (R.O.C.) Tel: (02)2768-6668 Website: www.masterlink.com.tw/stock/index.htm

IV. Name of CPAs, Accounting Firm, Address, and Contact Number for the Most Recent Financial Report CPAs: CHEN KUEI MEI, WANG WU CHANG Accounting Firm: Crowe (TW) CPAs Address: 10F., No. 369, Fuxing N. Rd., Zhongshan Dist., Taipei City, Taiwan (R.O.C.) Tel: (02)8770-5181

  • V. Name of any exchanges where the company's securities are traded offshore, and the method by which to access information on said offshore securities: Not applicable

VI. Company Website: http://WWW.LILY.COM.TW

Contents

I. Letter to Shareholders ........................................................................................................ 1 II. Company Profile ................................................................................................................. 3 2.1 Date of Incorporation .................................................................................................. 3 2.2 Company History ........................................................................................................ 4 III. Corporate Governance Report ........................................................................................ 5 3.1 Organization ................................................................................................................ 5 3.2 Directors, Supervisors and Management Team .......................................................... 6 3.3 Remuneration of Directors, Supervisors, General Manager, and Assistant General Manager in the Past Year .............................................................................. 9 3.4 Corporate Governance Status .................................................................................... 15 3.5 Accountant Fees ........................................................................................................ 31 3.6 When the Securities Firm Changes Its Accounting Firm and the Audit Fees Paid For the Financial Year in which the Change Took Place are Lower than Those Paid For the Financial Year Immediately Preceding the Change, the Amount of the Audit Fees Before and After the Change and the Reason Shall Be Disclosed ... 32 3.7 Change of Accountants ............................................................................................. 32 3.8 The Employment of the Company’s Chairman, General Manager, Financial or Accounting Manager with the Firm of the Auditing CPA or Its Affiliated Businesses in the Past Year ....................................................................................... 33 3.9 Particulars about Changes in Shareholding and Equity Pledge of Directors, Supervisors, Managers and Shareholders Holding More Than 10% of the Company’s Shares in the Past Year and as of the Date of Publication of the Annual Report ........................................................................................................... 33 3.10 Relationship Information, If Any of the 10 Largest Shareholders is a Related Party as Defined in Statement of Financial Accounting Standards No. 6, or Spouse, or Relative Within the Second Degree of Kinship .................................... 34 3.11 The Total Number of Shares and Total Equity Stake Held in Any Single Enterprise By the Company, Its Directors and Supervisors, Managerial Officers, and Any Companies Controlled Either Directly or Indirectly By the Company ................... 35 IV. Capital Overview ............................................................................................................ 36 4.1 Capital and Shares ..................................................................................................... 36 4.2 Buyback of Treasury Stock ....................................................................................... 40 4.3 Corporate Bonds ........................................................................................................ 40 4.4 Information about Convertible Bond ........................................................................ 40 4.5 Information about Exchangeable Bond ..................................................................... 40 4.6 Shelf Registration for Issuance of Corporate Bonds ................................................. 40 4.7 Information about Corporate Bonds with Warrants .................................................. 40 4.8 Preferred Shares ........................................................................................................ 40 4.9 Information about Preferred Shares with Warrants ................................................... 40 4.10 Overseas Depositary Receipts ................................................................................. 40 4.11 Employee Stock Options ......................................................................................... 40 4.12 New Restricted Employee Shares ........................................................................... 40 4.13 Names and Acquisition and Subscription Status of Managerial Officers Who Have Acquired Employee Share Subscription Warrants and the Top Ten Employees (Ranked by the Number of Subscibable Shares) Who Have

Acquired Share Subscription Warrants .................................................................. 40 4.14 Basic Information on Companies That Are Merged or Acquired or Whose Shares Are Acquired by the Company .................................................................... 40 4.15 Financing Plans and Implementation ...................................................................... 40 V. Operational Highlights ................................................................................................... 41 5.1 Business Activities .................................................................................................... 41 5.2 Market and Sales Overview ...................................................................................... 41 5.3 Employee Information ............................................................................................... 44 5.4 Environmental Expenditure Status ............................................................................ 45 5.5 Collective Bargaining Agreement Status .................................................................. 45 5.6 Important Contracts ................................................................................................... 45 VI. Financial Information ..................................................................................................... 46 6.1 Condensed Balance Sheet, Income Statement and Audit Report of Independent Accountants in the Past Five Years ........................................................................... 46 6.2 Five-Year Financial Analysis .................................................................................... 49 6.3 Supervisors’ Review Report of the Latest Financial Report ..................................... 51 6.4 Financial Report of the Past Year ............................................................................. 52 6.5 The Company’s Individual Financial Statement for the Most Recent Fiscal Year, Audited and Attested by CPAs ................................................................................ 128 6.6 If the Company and Its Affiliates Encounter Any Financial Difficulties in the Past Year and as of the Date of Publication of the Annual Report, the Impact on the Company's Financial Status Shall Be Listed ..................................................... 195 VII. Review of Financial Conditions, Operating Results, and Risk Management ........ 196 7.1 Analysis of Financial Status .................................................................................... 197 7.2 Analysis of Operation Results ................................................................................. 197 7.3 Analysis of Cash Flow ............................................................................................ 198 7.4 Impact of Major Capital Expenditure in the Past Year on the Financial Status ...... 198 7.5 Reinvestment Policy in the Past Year, the Main Reason for Its Profit or Loss, the Improvement Plan and Investment Plan in the Next Year ............................... 199 7.6 Analysis of Risk Management ................................................................................ 200 7.7 Other Important Matters .......................................................................................... 200 VIII. Special Disclosure ...................................................................................................... 201 8.1 Information about the Company’s Affiliates .......................................................... 201 8.2 Private Securities in the Past Year and as of the Date of Publication of the Annual Report ......................................................................................................... 201 8.3 Holding or Disposal of the Company’s Shares by Affiliates in the Past Year and as of the Date of Publication of the Annual Report ............................................... 201 8.4 Other Necessary Supplementary Notes ................................................................... 201 IX. Matters in the Past Year and as of the Publication of the Annual Report Which Have a Substantial Impact on Owner’s Equity as Stipulated in Item 2, Paragraph 2 of Article 36 of the Securities Exchange Law ................................ 201

I. Letter to Shareholders Dear Shareholders,

Today marks the 2023 Annual General Shareholders’ Meeting of Lily Logistics Development Co., LTD., which is also the first meeting since the renaming of the Company. We would like to extend our gratitude to all shareholders who have traveled to attend this meeting.

Now, we will present a report on the Company’s performance during the fiscal year 2022 as well as providing an outlook for the up-coming year.

1. The results of implementation of the 2022 business plan:

The Company’s consolidated financial statements for 2022 show a net operating revenue of NT$847.5 million, operating costs of NT$514.43 million, operating net profit of NT$245.83 million, and net profit after tax of NT$143.01 million.

Regarding Kunshan Lily Textile Co., the company is still mainly engaged in factory rental business. Due to the impact of the pandemic, combined with the provision for exchange losses and unsatisfactory factory rental, the Company recorded a net loss after tax of RMB$ 44.11 million in 2022.

As for the warehousing and logistics business, in addition to the construction of the two new warehouse buildings in Pingzhen District that have come into operation, the construction of the third phase of the warehouse building started in October 2022, and everything is proceeding according to plan.

2. Budget implementation

According to the “Regulations Governing the Publication of Financial Forecasts of Public Companies”, the Company has not announced the financial forecasts for year 2022, therefore is not required to disclose the budget implementation status.

  1. Financial Revenue, Expenditure, and profitability analysis
Unit: NT$ thousands
2021
2022
866,817
847,500
257,020
346,069
204,134
143,013
4.86
3.64
20.74
17.36
15.66
10.82
23.54
16.87
1.65
1.67
Unit: NT$ thousands
2021
2022
866,817
847,500
257,020
346,069
204,134
143,013
4.86
3.64
20.74
17.36
15.66
10.82
23.54
16.87
1.65
1.67
Item 2021 2022
Financial
Revenue and
Expenditure
Operating revenue 866,817 847,500
Operating margin 257,020 346,069
Net profit after tax 204,134 143,013
Profitability
Analysis
Return on assets (%) 4.86
3.64
Return on equity (%) 20.74
17.36
Ratio of pre-tax net profit to
paid-up capital (%)
15.66 10.82
Net profit ratio (%) 23.54
16.87
Earnings per share (NT$) 1.65 1.67

4. Research and development analysis

No research and development expenses in the most recent two fiscal years.

5. Business Plan for 2023

(1) Business Objectives:

The global pandemic outbreak has gradually subsided in 2023, and the economy is slowly recovering. Due to the rise of the home economy, people have become accustomed to purchasing goods through home delivery, resulting in a growing demand for the delivery and logistics industry. In addition to strengthening services to existing customers, the Company is actively developing new customer bases. Besides the new warehouse building in the Yangmei Logistics Warehouse Center, which is scheduled to

  • 1 -

start operations in 2023, the Company is also constructing the third phase of the warehouse building in Pingzhen District, which is expected to start operations in the first half of 2025. Based on the above reasons, the Company believes that its earnings will increase year by year as the new buildings come into operation.

  • (2) Development Strategy:

    • <1>Under borderless procurement, the storage, handling, and distribution of goods are necessary, creating favorable conditions for logistics development.

    • <2>By providing staff training, we aim to enhance their technical skills and productivity.

    • <3>Maintaining high-quality services as well as lowering the unit production cost.

    • <4>The Company maintains a stable financial policy and structure.

    • <5>Our service portfolio is customer-oriented, with the aim of maximizing our operating profit by remaining flexible and adjusting to meet their need.

  • (3) The impact of the external competitive environment, regulatory environment and overall business environment:

    • The Company is currently primarily engaged in operating logistics and warehousing businesses. In addition to keeping abreast of changes in market demand and preparing financial reports in compliance with new regulations issued by the regulatory authorities, the Company also requires its business partners and products to comply with domestic and international environmental protection laws and regulations, thereby gradually enhancing the Company’s overall competitiveness.

Sincerely yours,

Chairman

  • 2 -

II. Company Profile

2.1 Company Profile:

  • 2.1.1 Establishment Date:

Founded on November 25, 1972.

2.1.2 Address and Contact Number of the Head Office, Taipei Office and Logistics Warehouse Centers: Head office: No. 65, Sec. 1, Shuangfu Rd., Pingzhen Dist., Taoyuan City, Taiwan (R.O.C.) Tel: (03)490-8690 Fax: (03)490-8650 Taipei office: 6F., No. 70, Xining N. Rd., Datong Dist., Taipei City, Taiwan (R.O.C.) Tel: (02)2555-7680 Fax: (02)2558-7492 Yangmei Logistics Warehouse Center: No. 199, Sec. 1, Zhongshan N. Rd., Yangmei Dist., Taoyuan City, Taiwan (R.O.C.) Tel: (03)478-7144 Fax: (03)478-7145 Pingzhen Logistics Warehouse Center: No. 65, Sec. 1, Shuangfu Rd., Pingzhen Dist., Taoyuan City, Taiwan (R.O.C.) Tel: (03)490-8690 Fax: (03)490-8650 Nankan Logistics Warehouse Center: No. 313, Sec. 2, Nanshan Rd., Luzhu Dist., Taoyuan City, Taiwan (R.O.C.) Tel: (03)324-6606 Fax: (03)324-6604

  • 2.1.3 Unified Business:

  • Spinning, weaving, processing, buying, selling, bidding, and agency services for natural cotton, Artificial Fiber, and various chemical fibers.

  • Commissioning construction contractors to build commercial buildings and national housing for rent or sale, as well as developing industrial zones approved by the industrial supervisory authority.

  • Processing and selling various vegetables and fruits.

  • Sales regarding canned foods, coffee, soda, juice, canned drinks, and snacks.

  • Packaging and refrigeration services for the aforementioned products.

  • Manufacturing, processing, and selling of prepared frozen foods (including frozen fish, shrimp, and meat).

  • Leasing service of freezer warehouses.

  • Import and wholesale of alcoholic drinks.

  • Processing, importing, and exporting of grain, legumes (such as corn, wheat, barley, oats (buckwheat, naked barley), rice, potatoes, soybeans, etc.) and their by-products, as well as snack foods.

  • General import and export trade and agency services. (Excluding those that are subject to special approval)

  • Manufacturing, assembling, installing, contracting, and leasing of various machinery, equipment, materials, parts, and components.

  • Operating ice manufacturing.

  • I301010 Software Design Services.

  • IZ06010 Cargoes Packaging.

  • I103010 Enterprise Management Consultancy.

  • G801010 Warehousing.

  • F102100 Wholesale of Sugar Confectionery.

  • F102110 Wholesale of Bakery Product.

  • F102160 Wholesale of Assist Food Products.

  • F107080 Wholesale of Environmental Agents.

  • F108040 Wholesale of Cosmetics.

  • F108060 Wholesale of Second Type Patent Medicine.

  • F109040 Wholesale of Toys and Recreational Articles.

  • F110020 Wholesale of Spectacles.

  • F118010 Wholesale of Computer Software.

  • F113020 Wholesale of Electrical Appliances.

  • F113050 Wholesale of Office Machinery and Equipment.

  • F113110 Wholesale of Batteries.

  • I103030 Hospital Management Consultancy.

  • F203010 Retail Sale of Food, Grocery and Beverage.

  • 3 -

  • F203020 Retail Sale of Tobacco and Alcoholic Drinks.

  • F207080 Retail Sale of Environmental Agents.

  • F208040 Retail Sale of Cosmetics.

  • F208050 Retail Over-the-counter Drugs Class B.

  • F210020 Retail Sale of Glasses.

  • F218010 Retail Sale of Computer Software.

  • F213010 Retail Sale of Electrical Appliances.

  • F213030 Retail Sale of Office Machinery and Equipment.

  • F213110 Retail Sale of Batteries.

  • I301020 Data Processing Services.

  • I301030 Digital Information Supply Services.

  • ZZ9999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval.

2.2 Company History:

  1. November 1972:

    • Founded on November 1972, with a paid-in capital of NT$ 36,000,000.
  2. February 1990:

    • The Company filed for registration of the publicly issued 82,665,652 shares of common stock and received the approval from The Taiwan Stock Exchange Corporation in accordance with “Taiwan Stock Exchange Corporation Rules Governing Review of Securities Listings.” The shares were approved for listing as Class 1 shares once the ownership was sufficiently dispersed. Reported with 29 December 1989 per Letter No. Taiwan-Stock-Listing-78-10856, and approved for recordation 3 February 1990 per Letter No. Taiwan-Stock-Listing-I-00178 of the Securities Management Committee, Ministry of Finance.
  3. February 1993:

    • The first conversion of 1,432 corporate bond, amounting to NT$143,200,000, was completed by the end of 1992. The bonds were converted into 4,773,272 shares, with a face value of NT$10 per share, resulting in a total of NT$47,732,720. Approved for recordation 18 February 1993 per Letter No. Taiwan-Stock-Listing-I-84435 of the Securities Management Committee, Ministry of Finance. The registration for the Company’s change was completed on February 18, 1993.
  4. August 1999:

    • 14,337,621 shares of common share issue through capitalization of earnings, with a face value of NT$10 per share, resulting in a total of NT$143,376,210. Approved for recordation 30 June 1999 per Letter No. Taiwan-Stock-Listing-I-59365 of the Securities and Futures Commission, Ministry of Finance. The registration for the Company’s change was completed on August 30, 1999.
  5. December 2009:

    • Cancelation of 7,317,100 shares of treasury stocks, with a face value of NT$10 per share, resulting in a total of NT$73,171,000. The approval letter, the Letter No. Ministry-of-Economic-Affairs-Commerce-Department-09801295290 received on December 24, 2009. The registration for the Company’s change was completed on the same day.
  6. January 2011:

    • Cancelation of 2,508,000 shares of treasury stocks, with a face value of NT$10 per share, resulting in a total of NT$25,080,000. The approval letter, the Letter No. Ministry-of-Economic-Affairs-Commerce-Department-10001006860 received on January 12, 2011. The registration for the Company’s change was completed on the same day.
  7. August 2011:

    • To compensate for the loss, the Company carried out a capital reduction by reducing 155,921,931 shares with a face value of NT$10 per share, resulting in a total of NT$1,559,219,310. The approval letter, the Letter No. Ministry-of-Economic-AffairsCommerce-Department-10001180700 received on August 12, 2011. The registration for the Company’s change was completed on the same day.
  8. July 8, 2022:

LILY TEXTILE CO., LTD. was renamed Lily Logistics Development Co., Ltd.

  • 4 -

III. Corporate Governance Report

3.1 Organization:

==> picture [528 x 371] intentionally omitted <==

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

Shareholders’
Meeting
Board of
Directors
Functional Committees Audit
Chairman
Secretary Office
General
Manager
Logistics Center Management Department
Stock Transfer
Finance Accounting Business Purchasing
Information Management Business Department Pingzhen Logistics Yangmei Logistics Nankan Logistics
----- End of picture text -----

  • 5 -

3.2 Directors, General Manager, Deputy General Manager, Associates, Departments and Branches Officer Information 3.2.1 Directors

December 31, December 31, December 31, 2022
Title
Note 1)
Nationality
of place of
registration
Name Gender &
Age
(Note 2)
Date of
appoint
ment to
position
Term
of
office
Commence
ment date
of the first
term
(Note 3)
Shares held when
appointed
Shares currently held Shares he
spouse an
children
ld by
d minor
Shares held
through
nominees
Principal work
experience and
academic
qualifications
(Note 4)
Positions
concurrently held
in other companies
at present
Any person who is t
or related within the
of kinship to, other
officers, directors, o
he spouse of,
second degree
managerial
r supervisors

Remarks
(Note 5)
Shares % Shares % Shares % Shares
%
Title Name Relationship
Chairman Taiwan SU
TUNG
YUNG
Male, 81~90 06/15/2022 3 years 06/11/2004 5,820,072 4.30% 5,820,072 4.30% 88,020 0.07% 0 0 Chairman of Lily
Logistics Development
Co., LTD.

Chairman of
Gisong Enterprise
Corporation
Director SU TING
KUEI
Father-son None
Director SU TING
HUNG
Father-son None
Director Taiwan SU CHIN
YUAN

Male, 61~70
06/15/2022 3 years 06/11/2004 6,626,758 4.90% 8,087,958 5.98% 100,000 0.07% 0 0 Tamkang University
Department of Business
Administration

Chairman of
Kunshan Lily
Textile Co.
Director SU PAI
HUANG
Brotherhood
None
Director Taiwan SU TING
KUEI

Male, 41~50
06/15/2022 3 years 06/11/2004 2,739,221 2.02% 2,739,221 2.02% 870,000 0.64% 0 0 California State
University, Fullerton
Deputy Chairman
of Kunshan Lily
Textile Co.
Chairman SU
TUNG
YUNG
Father-son None
Director SU TING
HUNG
Brotherhood None
Director Taiwan SU PAI
HUANG
Male, 51~60 06/15/2022 3 years 06/13/2016 3,737,510 2.76% 3,737,510 2.76% 53,018 0.04% 0 0 National Chengchi
University, Executive
Master of Business
Administration
General Manager
of ZIG SHENG
INDUSTRIAL
CO., LTD.
Director SU CHIN
YUAN

Brotherhood
None
Director Taiwan SU TING
HUNG

Male, 41~50
06/15/2022 3 years 06/15/2022 5,228,597 3.86% 5,230,597 3.86% 870,000 0.64% 0 0 Takming University of
Science and
Technology

Chairman of
SUNNY
LOGISTICS Co.,
LTD.
Chairman
SU
TUNG
YUNG
Father-son None
Director SU TING
KUEI
Brotherhood None
Director Taiwan LU
HSUEH
TUNG
Male, 61~70 06/15/2022 3 years 06/16/2015 50,665 0.04% 50,665 0.04% 0 0 0 0 Nanya Institute of
Technology
Department of Textile
None None None
Independent
Director
Taiwan SU TING Male, 71~80 06/15/2022 3 years 06/13/2016 500,536 0.37% 500,536 0.37% 2,439 0 0 0 Manager of ZIG
SONG
INDUSTRIAL CO.,
LTD.

None
None None
Independent
Director
Taiwan CHIEN
HUA
YUEH
Male, 71~80 06/15/2022 3 years 06/13/2016 0 0 0 0 0 0 0 0 Manager of CARL
WIN
INTERNATIONAL
LTD.

None
None None
Independent
Director
Taiwan LIEN
SANHO
Male, 61~70 06/15/2022 3 years 06/15/2022
0
0 0 0 0 0 0 0 General Manager of Fu
Kai Textile Co., LTD

None
None None

Note 1: For a corporate shareholder, the name of the corporate shareholder and its representative shall be listed separately (when listing the representative of a corporate shareholder, the name of the corporate shareholder shall also be noted), and Form 1 below shall also be completed.

Note 2: Please state the actual age, or, alternatively, state the age interval into which the actual age falls, e.g., 41~50 years, 51~60 years.

Note 3: Specify the time the person first began to serve as a director or supervisor of the Company. If there has been any break within a term or between terms, add a note specifying the circumstances.

Note 4: Specify experience and qualifications related to the current position. If during a period specified above, the person has served in a position at a CPA firm that serves as external auditor/attestor, specify the position held and the duties for which the person was responsible.

Note 5: If the general manager or person of an equivalent post (the highest level manager) and the chairperson of the board of directors of a company are the same person, spouses, or relatives within the first degree of kinship, an explanation shall be given of the reason for, reasonableness, necessity thereof, and the measures adopted in response thereto (e.g. increasing the number of independent directors and ensuring that a majority of directors do not concurrently serve as an employee or managerial officer).

3.2.2 Major Corporate Shareholders: None

  • 6 -

3.2.3 Directors and Supervisors: A. Professional qualifications and independence analysis of directors and independent directors:

Criteria
Name

Professional Qualification
and Experience
Independence Criteria Number of Other Public Companies
in Which the Individual is
Concurrently Serving as an
Independent Director
Director
SU TUNG
YUNG
Work experience required
for business and corporate
services


Director SU TUNG YUNG, or spouse, or relative within the second degree of
kinship has not provide commercial, legal, financial, accounting, or related services
to the company or any affiliate of the company for which the provider in the past 2
years has received cumulative compensation.



0
Director
SU CHIN
YUAN
Work experience required
for business and corporate
services


Director SU CHIN YUAN, or spouse, or relative within the second degree of
kinship has not provide commercial, legal, financial, accounting, or related services
to the company or any affiliate of the company for which the provider in the past 2
years has received cumulative compensation.



0
Director
SU TING KUEI
Work experience required
for business and corporate
services


Director SU TING KUEI, or spouse, or relative within the second degree of kinship
has not provide commercial, legal, financial, accounting, or related services to the
company or any affiliate of the company for which the provider in the past 2 years
has received cumulative compensation.



0
Director
SU PAI
HUNAG
Work experience required
for business and corporate
services


Director SU PAI HUNAG, or spouse, or relative within the second degree of
kinship has not served as a director, supervisor, or employee of the company or any
affiliate of the company, and has not provide commercial, legal, financial,
accounting, or related services to the company or any affiliate of the company for
which the provider in the past 2 years has received cumulative compensation.




0
Director
LU HSUEH
TUNG
Work experience required
for business and corporate
services


Director LU HSUEH TUNG, or spouse, or relative within the second degree of
kinship has not served as a director, supervisor, or employee of the company or any
affiliate of the company, and has not provide commercial, legal, financial,
accounting, or related services to the company or any affiliate of the company for
which the provider in the past 2 years has received cumulative compensation.




0
Director
SU TING
HUNG
Work experience required
for business and corporate
services


Director SU TING HUNG, or spouse, or relative within the second degree of
kinship has not served as a director, supervisor, or employee of the company or any
affiliate of the company, and has not provide commercial, legal, financial,
accounting, or related services to the company or any affiliate of the company for
which the provider in the past 2 years has received cumulative compensation.




0
Independent
Director
SU TING
Work experience required
for business and corporate
services


Independent Director SU TING, or spouse, or relative within the second degree of
kinship has not served as a director, supervisor, or employee of the company or any
affiliate of the company, and has not provide commercial, legal, financial,
accounting, or related services to the company or any affiliate of the company for
which the provider in the past 2 years has received cumulative compensation.




0
  • 7 -
Independent
Director
CHIEN HUA
YUEH
Work experience required
for business and corporate
services


Independent Director CHIEN HUA YUEH, or spouse, or relative within the second
degree of kinship has not provide commercial, legal, financial, accounting, or
related services to the company or any affiliate of the company for which the
provider in the past 2 years has received cumulative compensation.



0
Independent
Director
LIEN SAN HO
Work experience required
for business and corporate
services


Independent Director LIEN SAN HO, or spouse, or relative within the second
degree of kinship has not served as a director or supervisor of the company or any
affiliate of the company, and has not provide commercial, legal, financial,
accounting, or related services to the company or any affiliate of the company for
which the provider in the past 2 years has received cumulative compensation.




0

B. Diversity and Independence of the Board of Directors:

  • (1) Diversity of the board of directors: The Company’s Board of Directors is comprised of members from the capital, employees and external individuals. The board of directors’ meetings were held four times in 2022, and the attendance rate of all directors was 91.67%. As for the members of the Board of Directors, their gender and age, please refer to the table of Directors and Supervisors, which shows their professional qualifications and experience.

  • (2) Independence of the board of directors: In 2022, there are 3 independent directors in the Company, accounting for 33.34% of the total number of directors. Describe the status of independence of the board of directors and give a statement of reasons as to whether the provisions of Article 26-3, paragraphs 3 and 4 of the Securities and Exchange Act are complied with, including a description of any spousal relationship or familial relationship within the second degree of kinship that may exist between any directors, between any supervisors, or between any director(s) and supervisor(s).

3.2.4 Directors, Supervisors and Management Team

12,31,2022 12,31,2022 12,31,2022 12,31,2022
Title
(Note 1)
Nationality Name Gender Date elected Current Shareholding Spouse & Minor
Shareholding
Shareholding by
Nominee
Arrangement
Experience (Education)
(Note 2)
Other Position Managers who are spouses
or Within Two Degrees of
Kinship

Remark(s)
(Note 3)
Shares % Shares % Shares % Title Name Relation
General
Manager
Taiwan SU CHIN
YUAN
Male 06/16/1985 8,087,958
5.98%
100,000 0.07%
0
0 Tamkang University
Department of Business
Chairman of Kunshan
LilyTextile Co.
None
Purchasing
Associate
Taiwan SU TING
HUNG
Male 01/03/2020 5,230,597
3.86%
870,000 0.64%
0
0 Takming University of
Science and Technology
Chairman of SUNNY
LOGISTICS CO.,
LTD.
None
Logistics
Manager
Taiwan LU
HSUEH
TUNG
Female 07/01/2002 50,665
0.04%
0 0
0
0 Nanya Institute of Technology
Department of Textile

None
None
Finance
Manager
Taiwan CHEN
YEN
LING
Female 08/05/2009 0
0
0 0
0
0
National Taiwan University of
Science and Technology
Department of Industrial
Management

None
None
Accounting
Manager
Taiwan CHEN
SHU
CHEN
Female 12/31/2005 0
0
0 0
0
0 National Open University
Department of Business
None None
  • 8 -

3.3 Remuneration of Directors, Independent Directors, Supervisors, President, and Vice Presidents

3.3.1 Remuneration of Directors and Independent Director


3.3.1 Remunerationof Directors andIndependentDirector

3.3.1 Remunerationof Directors andIndependentDirector

3.3.1 Remunerationof Directors andIndependentDirector

3.3.1 Remunerationof Directors andIndependentDirector

3.3.1 Remunerationof Directors andIndependentDirector

3.3.1 Remunerationof Directors andIndependentDirector

3.3.1 Remunerationof Directors andIndependentDirector

3.3.1 Remunerationof Directors andIndependentDirector
Job title Name Remuneration of Directors Ratio of Total
Remuneration
(A+B+C+D) to Net
Income (%)
(Note 10)
Remuneration received bydirectors for concurrent service as an employee Ratio of Total Compensat
(A+B+C+D+E+F+G) to
Income (%)
(Note 10)

N
Remuneration
from ventures
other than
subsidiaries or
from the parent
company
(Note 11)
Base Compensation (A)
(Note 2)
Severance Pay (B) Directors Compensation
(C) (Note 3)
Allowances (D)
(Note 4)
Salary, Bonuses, and
Allowances (E)
(Note 5)
Severance Pay (F) Employee Compensation(G)
(Note 6)
The
company
Companies in the
consolidated
financial
statements
(Note 7)
The
company
Companies in the
consolidated
financial
statements (Note
7)
The
compan
y
Companies in
the
consolidated
financial
statements
(Note 7)
The company Companies
in the
consolidated
financial
statements
(Note 7)
c The
ompany
Companies
in the
consolidated
financial
statements
(Note 7)
The
company
Companies
in the
consolidated
financial
statements
(Note 7)
The
company
Companies
in the
consolidated
financial
statements
(Note 7)
The company Companies in the
consolidated
financial statements
(Note 7)
The
compan
y
Companies
in the
consolidated
financial
statements
(Note 7)
Cash Stock Cash Stock
Chairman SU
TUNG
YUNG
0 0 0 0 0 100,000 120,000 120,000 0.05% 0.08% 2,410,400 5,407,200 0 0 0 0 0 0 1.12% 3.94% 0
Director SU CHIN
YUAN
0 0 0 0 0 50,000 120,000 120,000 0.05% 0.08% 2,127,734 2,127,734 0 0 0 0 0 0 1.00% 1.61% 0
Director SU TING
KUEI
0 0 0 0 0 0 120,000 120,000 0.05% 0.08% 1,082,400 1,082,400 0 0 0 0 0 0 0.53% 0.84% 0
Director SU PAI
HUANG
0 0 0 0 0 0 120,000 120,000 0.05% 0.08% 0 0 0 0 0 0 0 0 0.05% 0.08% 0
Director LU
HSUEH
TUNG
0 0 0 0 0 0 120,000 120,000 0.05% 0.08% 1,007,644 1,007,644 0 0 0 0 0 0 0.50% 0.79% 0
Director SU TING
HUNG
0 0 0 0 0 0 60,000 60,000 0.03 0.04% 527,600 527,600 0 0 0 0 0 0 0.26% 0.41% 0
Independent
Director
SU TING 0 0 0 0 0 0 240,000 240,000 0.11% 0.17% 0 0 0 0 0 0 0 0 0.11% 0.17% 0
Independent
Director
CHIEN
HUA
YUEH
0 0 0 0 0 0 240,000 240,000 0.12% 0.17% 0 0 0 0 0 0 0 0 0.11% 0.17% 0
Independent
Director
LIEN
SAN HO
0 0 0 0 0 0 120,000 120,000 0.05% 0.08% 0 0 0 0 0 0 0 0 0.05% 0.08% 0
1.Please describe the policy, system, standards and structure in place for paying remuneration to directors and describe the relationship of factors such as the duties and risks undertaken and time invested by the directors to the amount of remuneration
paid.:The Company does not allocate remuneration for independent directors due to its losses.
2.In addition to what is disclosed in the above table, please specify the amount of remuneration received by directors in the most recent fiscal year for providing services (e.g., for serving as a non-employee consultant to the parent company /any
consolidated entities / invested enterprises):In addition to what is disclosed in the above table, please specify the amount of remuneration received by in the most recent fiscal year for providing services (e.g., for serving as a non-employee consultant to
the parent company/any consolidated entities/invested enterprises): None.
3.The expenses and perquisites consist of monthly travel expenses.
  • 9 -

Range of Remuneration

Range of Remuneration Range of Remuneration Range of Remuneration Range of Remuneration
Ranges of remuneration paid to each of the
Company’s directors
Name of Directors
Total of (A+B+C+D) Total of (A+B+C+D+E+F+G)
The company (Note 8) Companies in the consolidated financial
statements (Note 9) H
The company (Note 8) Companies in the consolidated financial
statements (Note 9) I
Less than NT$ 1,000,000 SU TUNG YUNG, SU CHIN YUAN, SU
TING KUEI, SU PAI HUANG, LU HSUEH
TUNG, SU TING HUNG, SU TING
(Independent Director), CHIEN HUA YUEH
(Independent Director), LIEN SAN HO
(Independent Director)

SU TUNG YUNG, SU CHIN YUAN, SU
TING KUEI, SU PAI HUANG, LU
HSUEH TUNG, SU TING HUNG, SU
TING (Independent Director), CHIEN
HUA YUEH (Independent Director),
LIEN SAN HO (Independent Director)
SU PAI HUANG, SU TING HUNG,
SU TING (Independent Director),
CHIEN HUA YUEH (Independent
Director), LIEN SAN HO (Independent
Director)
SU PAI HUANG, SU TING HUNG, SU
TING (Independent Director), CHIEN
HUA YUEH (Independent Director),
LIEN SAN HO (Independent Director)
NT$ 1,000,000 (incl.)~NT$ 2,000,000 (excl.) SU TING KUEI, LU HSUEH TUNG SU TING KUEI, LU HSUEH TUNG
NT$ 2,000,000 (incl.)~NT$ 3,500,000 (excl.) SU TUNG YUNG, SU CHIN YUAN SU CHIN YUAN
NT$ 3,500,000 (incl.)~NT$ 5,000,000 (excl.)
NT$ 5,000,000 (incl.)~NT$ 10,000,000 (excl.) SU TUNG YUNG
NT$ 10,000,000 (incl.)~NT$ 15,000,000 (excl.)
NT$ 15,000,000 (incl.)~NT$ 30,000,000 (excl.)
NT$ 30,000,000 (incl.)~NT$ 50,000,000 (excl.)
NT$ 50,000,000 (incl.)~NT$ 100,000,000 (excl.)
Greater than or equal to NT$ 100,000,000
Total
  • Note 1: The name of each director shall be stated separately (for a corporate shareholder, the names of the corporate shareholder and its representative shall be stated separately) and the names of the ordinary directors and independent directors shall be stated separately, based on the amount of the aggregated remuneration items paid to each. If a director concurrently serves as a general manager or an assistant general manager, please complete this Table and Table 3-1, or Tables 3-2-1 and 3-2-2.

  • Note 2: This refers to director base compensation in the most recent fiscal year (including director salary, duty allowances, severance pay, and various rewards and incentives, etc.).

  • Note 3: Please fill in the amount of director profit-sharing compensation approved by the board of directors for distribution for the most recent fiscal year.

  • Note 4: This refers to director expenses and perquisites in the most recent fiscal year (including travel expenses, special disbursements, stipends of any kind, and provision of facilities such as accommodations or vehicles, etc.). If housing, car or other form of transportation, or personalized expenses are provided, disclose the nature and cost of the property provided, the actual or fair market P. 12 of 93 rent, fuel expenses, and any other amounts paid. Additionally, if a driver is provided, please add a note explaining the relevant base compensation paid by the Company to the driver, but do not include it in the calculation of the director remuneration.

  • Note 5: This includes any remuneration received by a director for concurrent service as an employee in the most recent year (including concurrent service as general manager, assistant general manager, other managerial officer, or non-managerial employee) including salary, duty allowances, severance pay, rewards, incentives, travel expenses, special disbursements, stipends of any kind, and provision of facilities such as accommodations or vehicles, etc. If housing, car or other form of transportation, or personalized expenses are provided, disclose the nature and cost of the property provided, the actual or fair market rent, fuel expenses, and any other amounts paid. Additionally, if a driver is provided, please add a note explaining the relevant base compensation paid by the Company to the driver, but do not include it in the calculation of the director remuneration. Additionally, salary expenses recognized as share-based payment under IFRS 2—including employee share subscription warrants, new restricted employee shares, and participation in share subscription under a rights offering, etc.—should be included in the calculation of remuneration.

  • Note 6: This refers to employee profit-sharing compensation (including stocks and cash) received by a director for concurrent service as an employee in the most recent fiscal year (including concurrent service as general manager, assistant general manager, other managerial officer, or non-managerial employee). Disclose the amount of profit-sharing compensation approved or expected to be approved by the board of directors for distribution for the most recent fiscal year. If the amount cannot be forecasted, disclose the amount expected to be distributed by calculating pro-rata to the amount that was actually distributed in the preceding fiscal year. Table 1-3 should also be completed.

  • Note 7: Disclose the total amount of remuneration in each category paid to the directors of the Company by all companies in the consolidated financial report (including the Company).

  • Note 8: Disclose the names of the directors in the respective ranges into which they fall based on the sum total of the remuneration in the indicated categories paid to each director by the Company.

  • Note 9: Disclose the names of the directors in the respective ranges into which they fall based on the sum total of the remuneration in the indicated categories paid to each director of the Company by all companies in the consolidated financial report (including the Company).

  • Note 10: Net income means the net income after tax on the parent company only or individual financial report for the most recent fiscal year.

  • Note 11: a. In this column, specifically disclose the amount of remuneration received by the directors of the Company from investee enterprises other than subsidiaries or from the parent company (if none, state “None”).

  • b. If directors of the Company have received remuneration from investee enterprises other than subsidiaries or from the parent company, that remuneration shall be added into the amount in Column I of the Remuneration Range Table, and the name of that column shall be changed to “Parent company and all investee enterprises.”

  • c. Remuneration means remuneration received by directors of the Company for serving in capacities such as director, supervisor, or managerial officer at investee companies other than subsidiaries or at the parent company, including base compensation, profit-sharing compensation (including employee, director, and supervisor profit-sharing compensation) and expenses and perquisites.

  • *This table is for information disclosure purposes only and is not intended to be used for tax purposes, as the remuneration disclosed in this table differs from the concept of income under the Income Tax Act.

  • 10 -

3.3.2 Remuneration of Supervisors:

Remuneration of Supervisors Remuneration of Supervisors Remuneration of Supervisors Ratio of Total Remuneration (A+B+C) to
Net Income (%)
(Note 8)
Ratio of Total Remuneration (A+B+C) to
Net Income (%)
(Note 8)
Ratio of Total Remuneration (A+B+C) to
Net Income (%)
(Note 8)
Remuneration
from ventures
other than
subsidiaries or
from the parent
company
(Note 9)
Base Compensation (A)
(Note 2)
Bonus to Supervisors (B)
(Note 3)
Allowances (C)
(Note 4)
The company Companies in the
consolidated
financial
statements
(Note 5)
The company Companies in the
consolidated
financial statements
(Note 5)
The company Companies in the
consolidated
financial statements
(Note 5)
The company Companies in the
consolidated financial
statements
(Note 5)
0 0 0 0 120,000 120,000 0.05% 0.05% 0
Range of Remuneration
Ranges of remuneration paid to each of the Company’s supervisors Name of Supervisors
Total of (A+B+C)
The company (Note 6) Companies in the consolidated financial statements
(Note 7) D
Less than NT$ 1,000,000 SU PAI HUANG, CHANG CHING PIN SU PAI HUANG, CHANG CHING PIN
NT$ 1,000,00 (incl.)~NT$ 2,000,00 (excl.)
NT$ 2,000,000 (incl.)~NT$ 3,500,000 (excl.)
NT$ 3,500,000 (incl.)~NT$ 5,000,00 (excl.)
NT$ 5,000,000 (incl.)~NT$ 10,000,000 (excl.)
NT$ 10,000,000 (incl.)~NT$ 15,000,000 (excl.)
NT$ 15,000,000 (incl.)~NT$ 30,000,000 (excl.)
NT$ 30,000,000~NT$ 50,000,000
NT$ 50,000,000~100,000,000
Greater than or equal to NT$ 100,000,00
Total
  • Note 1: The name of each supervisor shall be stated separately (for a corporate shareholder, the names of the corporate shareholder and its representative shall be stated separately) based on the amount of the aggregated remuneration items paid to each.

  • Note 2: This refers to supervisor base compensation in the most recent fiscal year (including supervisor salary, duty allowances, severance pay, and various rewards and incentives, etc.). Note 3: Please fill in the amount of supervisor profit-sharing compensation approved by the board of directors for distribution for most recent fiscal year.

  • Note4: This refers to expenses and perquisites paid to supervisors in the most recent fiscal year (including travel expenses, special disbursements, stipends of any kind, and provision of facilities such as accommodations or vehicles, etc.). If housing, car or other form of transportation, or personalized expenses are provided, disclose the nature and cost of the property provided, the actual or fair market rent, fuel expenses, and any other amounts paid. Additionally, if a driver is provided, please add a note explaining the relevant base compensation paid by the company to the driver, but do not include it in the calculation of the director remuneration.

  • Note 5: Disclose the total amount of remuneration in each category paid to the supervisors of the Company by all companies in the consolidated financial report (including the Company).

  • Note 6: Disclose the names of the supervisors in the respective ranges into which they fall based on the sum total of the remuneration in the indicated categories paid to each supervisor by the Company.

  • Note 7: Disclose the names of the supervisors in the respective ranges into which they fall based on the sum total of the remuneration in the indicated categories paid to each supervisor of the Company by all companies in the consolidated financial reports (including the Company).

  • Note 8: Net income means the net income after tax on the parent company only or individual financial report for the most recent fiscal year.

  • Note 9: a. In this column, specifically disclose the amount of remuneration received by the supervisors of the Company from investee enterprises other than subsidiaries or from the parent company (if none, state “None”).

  • b. If supervisors of the Company have received remuneration from investee enterprises other than subsidiaries or from the parent company, that remuneration shall be added into the amount in Column D of the Remuneration Range Table, and the name of that column shall be changed to “Parent company and all investee enterprises.”

  • c. Remuneration means remuneration received by supervisors of the Company for serving in capacities such as director, supervisor, or managerial officer at investee companies other than subsidiaries or at the parent company, including base compensation, profit-sharing compensation (including employee, director, and supervisor profit-sharing compensation) and expenses and perquisites.*This table is for information disclosure purposes only and is not intended to be used for tax purposes, as the remuneration disclosed in this table differs from the concept of income under the Income Tax Act.

  • 11 -

3.3.3 Remuneration of General Manager(s) and Assistant General Manager(s):

Title Name Salary (A)
(Note 2)
Salary (A)
(Note 2)
Severance Pay (B) Severance Pay (B) Bonuses and Allowances (C)
(Note 3)
Bonuses and Allowances (C)
(Note 3)
Employee Compensation (D)
(Note 4)
Employee Compensation (D)
(Note 4)
Employee Compensation (D)
(Note 4)
Employee Compensation (D)
(Note 4)
Ratio of Total Remuneration
(A+B+C+D) to Net Income
(%)
(Note 8)
Ratio of Total Remuneration
(A+B+C+D) to Net Income
(%)
(Note 8)
Remuneration
from ventures
other than
subsidiaries or
from the parent
company
(Note 9)
The
company
Companies in
the
consolidated
financial
statements
(Note 5)
The
company
Companies in
the
consolidated
financial
statements
(Note 5)
The
company
Companies in
the
consolidated
financial
statements
(Note 5)
The company Companies in the
consolidated
financial
statements
(Note 5)
The
company
Companies in
the
consolidated
financial
statements
(Note 5)
Cash Stock Cash Stock
Supervisor SU CHIN
YUAN
2,127,734 2,127,734 0 0 0 0 0 0 0 0 0.94% 0.94% 0

Range of Remuneration

Supervisor
YUAN
2,127,734
2,127,734
0
0
Range of Remuneration

0
0
0
0
0
0
0.94%
0.94%
0
Range of Remuneration

0
0
0
0
0
0
0.94%
0.94%
0
Ranges of remuneration paid to each of the Company’s general manager(s) and
assistantgeneral manager(s)
Name of President and Vice Presidents
The company (Note 6) Companies in the consolidated financial statements (Note 7) E
Less than NT$ 1,000,000
NT$ 1,000,000~NT$ 2,000,000
NT$ 2,000,000~NT$ 3,500,000 SU CHIN YUAN SU CHIN YUAN
NT$ 3,500,000~NT$ 5,000,000
NT$ 5,000,000~NT$ 10,000,000
NT$ 10,000,000~NT$ 15,000,000
NT$ 15,000,000~NT$ 30,000,000
NT$ 30,000,000~NT$ 50,000,000
NT$ 50,000,000~NT$ 100,000,000
Greater than or equal to NT$ 100,000,000
Total
  • Note 1: The name of each general manager and assistant general manager shall be stated separately, based on the amount of the aggregated remuneration items paid to each. If a director concurrently serves as a general manager or an assistant general manager, please complete this table and Table (1-1), or Tables (1-2-1) and (1-2-2).

  • Note 2: This includes salary, duty allowances, and severance pay to the general manager(s) and assistant general manager(s) in the most recent fiscal year.

  • Note 3: This includes the amounts of all types of rewards, incentives, travel expenses, special disbursements, stipends of any kind, provision of facilities such as accommodations or vehicle, and other compensation to the general manager(s) and assistant general manager(s) in the most recent fiscal year. If housing, car or other form of transportation, or personalized expenses are provided, disclose the nature and cost of the property provided, the actual or fair market rent, fuel expenses, and any other amounts paid. Additionally, if a driver is provided, please add a note explaining the relevant base compensation paid by the company to the driver, but do not include it in the calculation of the director remuneration. Additionally, salary expenses recognized as share-based payment under IFRS 2—including employee share subscription warrants, new restricted employee shares, and participation in share subscription under a rights offering, should be included in the calculation of remuneration.

  • Note 4: This refers to employee profit-sharing compensation (including stocks and cash) received by the general manager(s) and assistant general manager(s) as approved or expected to be approved by the board of directors for the most recent fiscal year (including concurrent service as general manager, assistant general manager, other managerial officer, or non-managerial employee). If the amount cannot be forecasted, disclose the amount expected to be distributed by calculating pro-rata to the amount that was actually distributed in the preceding fiscal year. Table 1-3 should also be completed.

  • Note 5: Disclose the total amount of remuneration in each category paid to the general manager(s) and assistant general manager(s) by all companies in the consolidated financial report (including the Company)

  • Note 6: Disclose the names of the general manager(s) and assistant general manager(s) in the respective ranges into which they fall based on the sum total of the remuneration in the indicated categories paid to each general manager and assistant general manager by the Company.

  • Note 7: Disclose the names of the general manager(s) and assistant general manager(s) in the respective ranges into which they fall based on the sum total of the remuneration in the indicated categories paid to each general manager and assistant general manager of the Company by all companies in the consolidated financial report (including the Company).

  • Note 8: Net income means the net income after tax on the parent company only or in dividual financial report for the most recent fiscal year.

  • Note 9: a. In this column, specifically disclose the amount of remuneration received by the general manager(s) and assistant general manager(s) of the Company from investee enterprises other than subsidiaries or from the parent company (if none, state “None”)

  • b. If general manager(s) or assistant general manager(s) of the Company have received remuneration from investee enterprises other than subsidiaries or from the parent company, that remuneration shall be added into the amount in Column E of the Remuneration Range Table, and the name of that column shall be changed to “Parent company and all investee enterprises.”

  • c. Remuneration means remuneration received by the general manager(s) and assistant general manager(s) of the Company for serving in capacities such as director, supervisor, or managerial officer at investee companies other than subsidiaries or at the parent company, including base compensation, profit-sharing compensation (including employee, director, and supervisor profit-sharing compensation) and expenses and perquisites.

  • *This table is for information disclosure purposes only and is not intended to be used for tax purposes, as the remuneration disclosed in this table differs from the concept of income under the Income Tax Act.

  • 12 -

3.3.4 Managerial officers with the top five highest remuneration amounts in a TWSE/TPEx-listed company

Title Name Salary (A)
(Note 2)
Salary (A)
(Note 2)
Severance Pay (B) Severance Pay (B) Bonuses and Allowances
(C)
(Note 3)
Bonuses and Allowances
(C)
(Note 3)
Employee Compensation (D)
(Note 4)
Employee Compensation (D)
(Note 4)
Employee Compensation (D)
(Note 4)
Employee Compensation (D)
(Note 4)
Ratio of total
compensation
(A+B+C+D) to net
income (%)
(Note 6)
Ratio of total
compensation
(A+B+C+D) to net
income (%)
(Note 6)
Remuneration
from ventures
other than
subsidiaries
or from the
parent
company
(Note 7)
The
company
Companies in
the
consolidated
financial
statements
(Note 5)
The
company
Companies
in the
consolidated
financial
statements
(Note 5)
The
company
Companies
in the
consolidated
financial
statements
(Note 5)
The company Companies in the
consolidated
financial statements
(Note 5)
The
company
Companies
in the
consolidated
financial
statements
Cash Stock Cash Stock
Chairman SU TUNG YUNG 2,410,400 5,407,200 0 0 0 0 0 0 0 0 1.07 2.40 0
General
Manager
SU CHIN YUAN 2,127,734 2,127,734 0 0 0 0 0 0 0 0 0.94 0.94 0
Director SU TING KUEI 1,082,400 1,082,400 0 0 0 0 0 0 0 0 0.48 0.48 0
Associate SU TING HUNG 527,600 527,600 0 0 0 0 0 0 0 0 0.23 0.23 0
Manager LU HSUEH TUNG 1,007,644 1,007,644 0 0 0 0 0 0 0 0 0.45 0.45 0

Note1: Managerial officers with the top five highest remuneration amounts refers to managers at the Company, in which the standard for determining managers is the applicable scope set forth in Order Tai-Cai-ZhengSan-Zi No. 0920001301 from the former Securities and Futures Commission, Ministry of Finance dated March 27, 2003. The top five highest remuneration amounts are determined based on the sum of salaries, severance pay, bonuses and allowances, and employee compensation received by a managerial officer from all companies in the consolidated financial statements (i.e., A+B+C+D)

Note 2: Refers to the salaries, duty allowances, and severance pay paid to the managerial officers with the top five remuneration amounts in the most recent year.

Note 3: Refers to the remuneration paid to the managerial officers with the top five remuneration amounts, including various bonuses, incentives, travel expenses, special disbursements, allowances, accommodation, company car, other physical items, other compensations, etc., in the most recent year. Where housing, cars, other means of transportation, or expenditures exclusively for individuals are offered, the nature and costs of the offered assets, the actual rent or fair market rent, fuel expenses, and other benefits shall be disclosed. In addition, where a driver is provided, please provide an explanation in the notes on the compensation paid to the driver by the Company, but not calculating as remuneration. The salaries recognized in accordance with IFRS 2 "Share-based Payment," including the share subscription warrants issued to employees, new restricted stock award shares issued to employees, and employee stock at cash capital increase, shall also be calculated as remuneration.

  • Note 4: Refers to the amount of employee compensation (including stock and cash) approved by the Board of Directors for managerial officers with the top five remuneration amounts in the most recent year. If the amount of employee compensation cannot be estimated this year, the proposed amount should be calculated based on the actual amount and ratio distributed last year, and complete Table (1-3).

  • Note 5: The total remuneration paid by all companies in the consolidated statements (including the Company) to managerial officers with the top five highest remuneration amounts must be disclosed. Note 6: The net income after-tax refers to the net income after-tax in the standalone financial statements for the most recent year.

  • Note 7: a. Specify the amount of remuneration received by managerial officers with the top five remuneration amounts from ventures other than subsidiaries or from the parent company in this field (Please fill in "None" if none).

  • b. The remuneration means pay, compensation (including compensation of employees, directors and supervisors) and business expenses received by managerial officers with the top five remuneration amounts who are serving as a director, supervisor or manager of ventures other than subsidiaries or of the parent company.

  • The remuneration disclosed in the table is different from income as defined in the Income Tax Act. This table is therefore provided for disclosure only and is not used for taxation purposes.

  • 13 -

  • 3.3.5 The ratio of total remuneration paid by the Company and by all companies included in the consolidated financial statements for the two most recent fiscal years to directors, supervisors, general manager, and assistant general managers of the Company, to the net income. The policies, standards, and portfolios for the payment of remuneration, the procedures for determining remuneration, and the correlation with risks and business performance.

Title 2021 2022
The company Companies in the
consolidated financial
statements
The company Companies in the
consolidated financial
statements
Directors 3.58% 4.56% 3.71% 5.10%
Supervisors 0.11% 0.11% 0.05% 0.05%
General manager and
assistant general managers
0.96% 0.97% 0.94% 0.94%
  • 3.3.6 Distribution Rules of the Bonuses for Employees, Directors, and Supervisors:

  • A. The percentages or ranges with respect to employee, director, and supervisor compensation, as set forth in the Articles of Incorporation: If the Company has gained profits within a fiscal year, not to be less than 3% shall be reserved as the employees’ compensation. The employees' compensation can be obtained by stock or cash, and the object of the employee's compensation is to include the employees of the subordinate company that meet the conditions set by the Board of Directors. The Company may set aside up to 3% of the abovementioned profit to be reserved as the directors’ and supervisors’ compensation by resolution of the Board of Directors. The distribution of employees’ compensation and directors’ compensation should be reported at the Shareholders’ Meeting. However, in case of the accumulated losses, certain profits shall be reserved to cover them, and the compensation to employees, directors, and supervisors shall be reserved in proportion to the aforementioned amount.

  • B. Due to accumulated losses in the past two fiscal years, the Company has not distributed any remuneration. The remuneration to directors and supervisors listed in this table represents travel expenses and salaries received by directors who also serve as managers.

  • 3.3.7 Names and Distribution of Employee Compensation to Managerial Officers: Due to accumulated losses in the past two fiscal years, therefore no allotment was made.

  • 14 -

3.4 Implementation of Corporate Governance

3.4.1 Operations of the Board of Directors

A total of 4 meetings of the Board of Directors were held in the previous period. The attendance of director and supervisor were as follows:

January 1, 2022 ~ December 31, 2022

Title Title Name (Note1) Name (Note1) Attendance
in Person
(B)
By Proxy By Proxy Attendance Rate (%)
【B/A】(Note 2)
Attendance Rate (%)
【B/A】(Note 2)
Remarks
Chairman SUTUNGYUNG 4 0 100%
Director SU CHIN YUAN 4 0 100%
Director SUTINGKUEI 3 1 75%
Director SU PAI HUANG 3 1 75%
Director LU HSUEH TUNG 4 0 100%
Director SUTINGHUNG 4 0 100%
Independent
Director
SU TING 4 0 100%
Independent
Director
CHIEN HUA YUEH
3
1 75%
Independent
Director
LIEN SAN HO 4 0 100%
3.4.2 Implementation status of Board Evaluations:
Evaluation
cycle
(Note 1)
Evaluation period
(Note 2)
Scope of evaluation
(Note 3)
Evaluation method
(Note 4)
Evaluation items
(Note 5)
Once
a year
Evaluation of Board performance
between January 1, 2022 and
December 31, 2022
The Board of
Directors
Functional
committees
Internal self-evaluation
by the Board of
Directors
Remuneration
Committee
Audit committee
1 Board composition and structure: 9 directors,
including 3 independent directors.
2. Attendance of the Board of Directors: The
attendance rate of the Board of Directors is over
92%.
3. The status of directors participating in
continuous education: Due to the severe
pandemic in 2022, all directors did not engage in
continuous education except Director SU PAI
HUANG.4. A total of 3 meetings of
Remuneration Committee were held in 2022, and
all 3 members attended the meetings.
5. A total of 4 meetings of Remuneration
Committee were held in 2022. Except for once
when one member attended by proxy, the other
three times all three members attended.
Once
a year
Evaluation of Board performance
between January 1, 2022, and
December 31, 2022
Individual directors Self-assessment by
directors
1. Grasp of company targets and missions:
Excellent
2. Understanding of the director’s role and
responsibilities: Excellent
3. Level of participation in company operations:
Excellent
4. Internal relationship management and
communication: Excellent
5. Director’s specialty and continued development:
Excellent
6.Internalcontrols:Excellent

3.4.3 The Status of Directors Participating in Continuous Education and Training Regarding Corporate Governance:

Title Name Date Course Training
hours
Director SU PAI
HUANG
November
3, 2022
Summary of Short-swing Trading By Insiders
and Case Analysis
3H
November
15, 2022
Contest for Corporate Control and Analysis of
Preventive Strategies
3H
  • 15 -

3.4.4 Operation of the Audit Committee:

A total of 4 (A) Audit Committee meetings were held in the previous period. The attendance of the independent directors was as follows:

01,01,2022~12,31,2022 01,01,2022~12,31,2022
Title Name
(Note 1)
Attendance in
Person(B)
By Proxy Attendance Rate (%)
【B/A】(Note 2)
Remarks
Independent
Director
CHIEN HUA
YUEH
3 1 75%
Independent
Director
SU TING 4 0 100%
Independent
Director
LIEN SAN HO 4 0 100%
Independent
Director
SU TING
4
0
100%
Independent
Director
LIEN SAN HO
4
0
100%
Independent
Director
SU TING
4
0
100%
Independent
Director
LIEN SAN HO
4
0
100%
Independent
Director
SU TING
4
0
100%
Independent
Director
LIEN SAN HO
4
0
100%
Independent
Director
SU TING
4
0
100%
Independent
Director
LIEN SAN HO
4
0
100%
Independent
Director
SU TING
4
0
100%
Independent
Director
LIEN SAN HO
4
0
100%
3.4.5 Corporate Governance Implementation Status and Deviations from “the Corporate
GovernanceBest-PracticePrinciplesfor TWSE/TPEx Listed Companies”
Evaluation Item Implementation Status (Note1) Deviations from “the
Corporate Governance Best-
Practice Principles for
TWSE/TPEx Listed
Companies”and Reasons
Yes No
Abstract Illustration
1. Does the company establish and disclose
the Corporate Governance Best-Practice
Principles
based
on
“Corporate
Governance Best-Practice Principles for
TWSE/TPEx Listed Companies”?



No Currently evaluating Evaluation is
still
under
discussion
2. Shareholding structure & shareholders’
rights
(1) Does the company establish an
internal operating procedure to deal
with shareholders’ suggestions, doubts,
disputes and litigations, and implement
based on the procedure?
(2) Does the company possess the list of
its major shareholders as well as the
ultimate owners of those shares?
(3) Does the company establish and
execute the risk management and
firewall system within its conglomerate
structure?
(4) Does the company establish internal
rules against insiders trading with
undisclosed information?












Yes
Yes
Yes



No
Although the Company has
entrusted MasterLink Securities
Corp. as our stock agent, we
have
dedicated
personnel
responsible
for
addressing
shareholders’
suggestions
or
disputes.
We maintain a good relationship
with our major shareholders
relationship and keep in touch at
all times.
Subsidiary
monitoring
operations have been established
and implemented.
Under planning











Conformed
Conformed
Conformed
Currently planning
3. Composition and Responsibilities of the
Board of Directors
(1) Does
the
Board
develop
and
implement a diversified policy for the
composition of its members?
(2) Does
the
company
voluntarily
establish other functional committees
in addition to the Remuneration
Committee and the Audit Committee?
(3) Does the company establish a standard
to measure the performance of the
Board and implement it annually, and
are performance evaluation results










Yes
No
No
Still under discussion
Still under discussion
Currently planning
Set up when there is a future
need
Conformed
  • 16 -
Evaluation Item Implementation Status (Note1) Implementation Status (Note1) Implementation Status (Note1) Deviations from “the
Corporate Governance Best-
Practice Principles for
TWSE/TPEx Listed
Companies”and Reasons
Yes No
Abstract Illustration
submitted to the Board of Directors
and referenced when determining the
remuneration of individual directors
and nominations for reelection?
(4) Does the company regularly evaluate
the independence of CPAs?




Yes
Quarterly Conformed
4. Does the company appoint a suitable
number of competent personnel and a
supervisor
responsible
for
corporate
governance matters (including but not
limited to providing information for
directors and supervisors to perform their
functions,
assisting
directors
and
supervisors with compliance, handling
work related to meetings of the board of
directors and the shareholders' meetings,
and producing minutes of board meetings
and shareholders'meetings)?










No Still under discussion Set up when there is a future
need
5.
Does
the
company
establish
communication channel and build a
designated section on its website for
stakeholders (including but not limited to
shareholders, employees, customers, and
suppliers), as well as handle all the issues
they care for in terms of corporate social
responsibilities?







Yes
Established Conformed
6. Does the company appoint a professional
shareholder service agency to deal with
shareholder affairs?


Yes
The
Company
entrusted
MasterLink Corp. as our stock
agent.


Conformed
7. Information Disclosure
(1) Does the company have a corporate
website to disclose both financial
standings and the status of corporate
governance?
(2) Does
the
company
have
other
information disclosure channels (e.g.
building
an
English
website,
appointing designated people to handle
information collection and disclosure,
creating
a
spokesman
system,
webcasting investor conferences)?
(3) Does the company announce and report
annual financial statements within two
months after the end of each fiscal
year, and announce and report Q1, Q2,
and Q3 financial statements, as well as
monthly operation results, before the
prescribed time limit?















Yes
Yes
No
Financial
statements
are
posted
on
the
website
quarterly.
All websites are available
except
for
the
English
version.
Due to the existence of
domestic
and
foreign
subsidiaries of the Company,
they are
required to be
audited or reviewed by local
CPAs. The timing cannot be
advanced, but all necessary
filings have been completed
within the prescribed period.












Conformed
Conformed
Conformed
8. Is there any other important information
to facilitate a better understanding of the


Yes
The Company is insured with
Directors
and
Supervisors


Conformed
  • 17 -
Evaluation Item Implementation Status (Note1) Implementation Status (Note1) Implementation Status (Note1) Deviations from “the
Corporate Governance Best-
Practice Principles for
TWSE/TPEx Listed
Companies”and Reasons
Yes No
Abstract Illustration
company’s
corporate
governance
practices (e.g., including but not limited
to employee rights, employee wellness,
investor
relations,
supplier
relations,
rights of stakeholders, directors’ and
supervisors’
training
records,
the
implementation
of
risk
management
policies and risk evaluation measures, the
implementation of customer relations
policies, and purchasing insurance for
directors and supervisors)?









Liability Insurance annually.
9. Please explain the improvements which have been made in accordance with the results of the Corporate
Governance Evaluation System released by the Corporate Governance Center, Taiwan Stock Exchange, and
provide the priority enhancement measures.
  1. Please explain the improvements which have been made in accordance with the results of the Corporate Governance Evaluation System released by the Corporate Governance Center, Taiwan Stock Exchange, and provide the priority enhancement measures.

Note: Regardless of whether the evaluation item is achieved or not, the company shall state an appropriate explanation.

  • 18 -

3.4.6 Fulfillment of CSR and Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies”

Evaluation Item Implementation Status (Note1) Implementation Status (Note1) Implementation Status (Note1) Deviations from “the
Corporate Governance Best-
Practice Principles for
TWSE/TPEx Listed
Companies”andReasons
Yes No
Abstract Illustration (Note2)
1. Does the company assess ESG risks
associated with its operations based on
the principle of materiality, and establish
related risk management policies or
strategies? (Note3)



No
The Company does not have a
corporate social responsibility
policy or system in place.


Not applicable
2. Does the company establish exclusively
(or concurrently) dedicated first-line
managers authorized by the board to be
in charge of proposing the corporate
social
responsibility
policies
and
reporting to the board?




No
The Company has not yet set up
a dedicated or part-time unit to
promote
corporate
social
responsibility.



Not applicable
3. Environmental issues
(1) Does the company establish proper
environmental management systems
based on the characteristics of their
industries?
(2) Does the company endeavor to utilize
all resources more efficiently and use
renewable materials which have low
impact on the environment?
(3) Does the company evaluate the
potential risks and opportunities in
climate change with regard to the
present and future of its business, and
take appropriate action to counter
climate change issues?
(4) Does the company take inventory of its
greenhouse
gas
emissions,
water
consumption, and total weight of waste
in the last two years, and implement
policies on energy efficiency and
carbon dioxide reduction, greenhouse
gas reduction, water reduction, or waste
management?


















Yes
Yes
No
No


Not yet established
Currently implemented
Still under discussion
Currently implemented
Not applicable
Conformed
Not applicable
Conformed
4. Social issues
(1) Does
the
company
formulate
appropriate management policies and
procedures
according
to
relevant
regulations and the International Bill
of Human Rights?
(2) Does the company have reasonable
employee benefit measures (including
salaries,leave, and otherbenefits),






Yes
No
Still under discussion
Currently implemented
Not applicable
Conformed
  • 19 -
Evaluation Item Implementation Status (Note1) Implementation Status (Note1) Implementation Status (Note1) Deviations from “the
Corporate Governance Best-
Practice Principles for
TWSE/TPEx Listed
Companies”andReasons
Yes No
Abstract Illustration (Note2)
and do business performance or
results reflect on employee salaries?
(3) Does the company provide a healthy
and safe working environment and
organize training on health and safety
for its employees on a regular basis?
(4) Does
the
company
provide
its
employees with career development
and training sessions?
(5) Do the company's products and
services comply with relevant laws
and international standards in relation
to
customer
health
and
safety,
customer privacy, and marketing and
labeling of products and services, and
are relevant consumer protection and
grievance
procedure
policies
implemented?
(6) Does the company implement supplier
management
policies,
requiring
suppliers
to
observe
relevant
regulations
on
environmental
protection, occupational health and
safety, or labor and human rights? If
so, describe theresults.




















Yes
Yes
Yes
No
Still under discussion
Currently implemented
Currently implemented
Currently implemented
Not applicable
Conformed
Conformed
Conformed
5. Does the company reference internationally accepted reporting standards or guidelines, and prepare reports that
disclose non-financial information of the company, such as corporate social responsibility reports? Do the reports
above obtainassurancefroma third party verificationunit? None
6. Describe the difference, if any, between actual practice and the corporate social responsibility principles,
if the company has implemented such principles based on the Corporate Social Responsibility Best Practice
Principlesfor TWSE/TPEx Listed Companies: None
7. Otheruseful information forexplaining the status ofcorporate social responsibility practices: None

Note: 1.If "Yes" is checked under implementation, please describe the key policies, strategies, and measures and results adopted. If "No" is checked under implementation, please give reasons and describe relevant strategies and measures to be adopted in the future

  1. Companies who have compiled CSR reports may cite the source from specific pages of their CSR reports instead.

  2. The materiality principle refers to environmental, social, or corporate governance issues that have a material impact on the investors or other stakeholders of the company.

  3. 20 -

3.4.7 Composition, Responsibilities and Operations of the Remuneration Committee

Title
(Note 1)
Criteria
Name

~~Meets One of the Following Professional Qualification~~
Requirements, Together with at Least Five Years’ Work
Experience

~~Meets One of the Following Professional Qualification~~
Requirements, Together with at Least Five Years’ Work
Experience

~~Meets One of the Following Professional Qualification~~
Requirements, Together with at Least Five Years’ Work
Experience
Independence Criteria (Note 2) Independence Criteria (Note 2) Independence Criteria (Note 2) Independence Criteria (Note 2) Independence Criteria (Note 2) Independence Criteria (Note 2) Independence Criteria (Note 2) Independence Criteria (Note 2) Independence Criteria (Note 2) Independence Criteria (Note 2) Number of
Other Public
Companies in
Which the
Individual is
Concurrently
Serving as an
Remuneration
Committee
Member

Remarks
(Note 3)
~~An instructor or~~
higher position in
a department of
commerce,
law,
finance,
accounting,
or
other
academic
department
related
to
the
business needs of
the Company in a
public or private
junior
college,
college
or
university













~~A~~
~~judge,~~
~~public~~
prosecutor, attorney,
Certified
Public
Accountant, or other
professional
or
technical
specialist
who has passed a
national examination
and been awarded a
certificate
in
a
profession necessary
for the business of the
Company












~~Has~~
~~work~~
experience in the
areas
of
commerce,
law,
finance,
or
accounting,
or
otherwise
necessary for the
business of the
Company








1
2 3 4 5 6 7 8 9 10
~~Independent~~
Director
~~SU~~
TING
v v v v v v v v v v v 0 None
Independent
Director
~~CHIEN~~
HUA
YUEH
v v v v v v v v v v v 0 None
~~Independent~~
Director
~~LIEN~~
SAN HO
v v v v v v v v v v v 0 None
  • Note 1: For “Title,” please specify whether the member is a director, independent director or other.

  • Note 2: Please tick the corresponding boxes that apply to a member during the two years period to being elected or during the term(s) of office.

  • (1) Not an employee of the company or any of its affiliates.

  • (2) Not a director or supervisor of the company or any of its affiliates. The same does not apply, however, in cases where the person is a concurrent independent director of the company and its parent company, subsidiaries, or subsidiaries of the same parent company, as appointed in accordance with the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies or local laws and regulations.

  • (3) Not a natural-person shareholder who holds shares, together with those held by the person's spouse, minor children, or held by the person under others' names, in an aggregate of one percent or more of the total number of issued shares of the company or ranking in the top 10 in holdings.

  • (4) Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of a managerial officer under subparagraph 1 or any of the persons in the preceding two subparagraphs.

    • (5) Not a director, supervisor, or employee of a corporate shareholder that directly holds five percent or more of the total number of issued shares of the company, or that ranks among the top five in shareholdings, or that designates its representative to serve as a director or supervisor of the company under Article 27, paragraph 1 or 2 of the Company Act. Not apply to independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, a public company and its parent or subsidiary or a subsidiary of the same parent.
  • (6) If a majority of the company's director seats or voting shares and those of any other company are controlled by the same person: not a director, supervisor, or employee of that other company. Not apply to independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, a public company and its parent or subsidiary or a subsidiary of the same parent.

  • (7) If the chairperson, general manager, or person holding an equivalent position of the company and a person in any of those positions at another company or institution are the same person or are spouses: not a director (or governor), supervisor, or employee of that other company or institution. Not apply to independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, a public company and its parent or subsidiary or a subsidiary of the same parent.

  • (8) Not a director, supervisor, officer, or shareholder holding five percent or more of the shares, of a specified company or institution that has a financial or business relationship with the company. Not apply to independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, a public company and its parent or subsidiary or a subsidiary of the same parent, if the specified company or institution holds 20 percent or more and no more than 50 percent of the total number of issued shares of the public company.

  • (9) Not a professional individual who, or an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that, provides auditing services to the company or any affiliate of the company, or that provides commercial, legal, financial, accounting or related services to the company or any affiliate of the company for which the provider in the past 2 years has received cumulative compensation exceeding NT$500,000, or a spouse thereof; provided, this restriction does not apply to a member of the remuneration committee, public tender offer review committee, or special committee for merger/consolidation and acquisition, who exercises powers pursuant to the Act or to the Business Mergers and Acquisitions Act or related laws or regulations.

  • (10) Not been a person of any conditions defined in Article 30 of the Company Law.

  • 21 -

3.4.8 Operation of the Remuneration Committee

  • A. The Company’s remuneration committee has a total of 3 members. The committee holds at least two meetings a year, while the members evaluate the policies and systems of compensation for the directors, supervisors, and managers of the Company from a professional and objective standpoint. They then provide recommendations to the Board of Directors for the Company’s reference in decision-making.

  • B. The term of the current members is from June 15, 2022 to June 14, 2025. The number of remuneration committee meetings held in the most recent fiscal year was 4 (A). The attendance by the members was as follows:

January 1, 2022 ~ December 31, 2022

Title Name Attendance
in Person
(B)
By
Proxy
Attendance
Rate (%)
(B/A)
(Note)
Remarks
Convener SU TING 3 0 100% Independent Director
Committee
Member
CHIEN HUA
YUEH
3 0 100% Independent Director
Committee
Member
LIEN SAN HO 3 0 100% Independent Director
Other mentionable items:
1. If the board of directors declines to adopt or modifies a recommendation of the remuneration
committee, it should specify the date of the meeting, session, content of the motion, resolution by
the board of directors, and the Company’s response to the remuneration committee’s opinion (e.g.,
the remuneration passed by the Board of Directors exceeds the recommendation of the
remuneration committee, the circumstances and cause for the difference shall be specified): None
2. Resolutions of the remuneration committee objected to by members or expressed reservations and
recorded or declared in writing, the date of the meeting, session, content of the motion, all
members’opinions and the response to members’opinion should be specified: None
  • Note: 1. If any remuneration committee member left the committee before the end of the fiscal year, specify the date that the left the committee in the Remarks column. Their in-person attendance rate (%) should be calculated based on the number of remuneration committee meetings held and the number they attended in person during the period they were on the committee.

  • If any by-election for remuneration committee members was held before the end of the fiscal year, the names of the new and old committee members should be filled in the table, with a note stating whether the member left office, was newly serving, or was serving consecutive terms, and the date of the by-election. The in-person attendance rate (%) should be calculated based on the number of remuneration committee meetings held and the number attended in person during the period of each such person’s actual time on the committee.

3.4.9 Fulfillment of Ethical Corporate Management and Deviations from the “Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies

Evaluation Item Implementation
Status1
Implementation
Status1
Implementation
Status1
Deviations from “Corporate
Social Responsibility Best
Practice Principles for
TWSE/TPEx Listed
Companies”andreasons
Yes No Abstract
Illustration
1. Establishment of ethical corporate management policies and programs
(1) Does the company have a Board-approved ethical corporate management policy and stated in its regulations and
external correspondence the ethical corporate management policy and practices, as well as the active commitment
of the Board of Directors and management towards enforcement of such policy?
(2) Does the company have mechanisms in place to assess the risk of unethical conduct, and perform regular activities
with higher risk of unethical conduct within the scope of business? Does the company implement programs to
prevent unethical conduct based on the above and ensure the programs cover at least the matters described in
Paragraph 2, Article 7 of the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed
Companies?
(3) Does the company provide clearly the operating procedures, code of conduct, disciplinary actions, and appeal
procedures in the programs against unethical conduct? Does the company enforce the programs above effectively
and perform regular reviews and amendments?







No
No
No
Not yet
determined
Not yet
determined
Not yet
determined
2. Fulfill operations integrity policy
(1) Does the company evaluate business partners’ ethical records and include ethics-related clauses in business
contracts?
(2) Does the company have a unit responsible for ethical corporate management on a full-time basis under the Board of
Directors which reports the ethical corporate management policy and programs against unethical conduct regularly
(at least once a year) to the Board of Directors while overseeing such operations?
(3)Does the company establishpolicies to prevent conflicts of interest and provide appropriate communication



No
No
Not yet
determined
Not yet
determined
  • 22 -
Evaluation Item Implementation
Status1
Implementation
Status1
Implementation
Status1
Deviations from “Corporate
Social Responsibility Best
Practice Principles for
TWSE/TPEx Listed
Companies”andreasons
Yes No Abstract
Illustration
channels, and implement it?
(4) Does the company have effective accounting and internal control systems in place to implement ethical corporate
management? Does the internal audit unit follow the results of unethical conduct risk assessments and devise audit
plans to audit the systems accordingly to prevent unethical conduct, or hire outside accountants to perform the
audits?
(5) Does the company regularly hold internal and external educational trainings on operational integrity?


No
No
No
Not yet
determined
Not yet
determined
Not yet
determined
3. Operation of the integrity channel
(1) Does the company establish both a reward/punishment system and an integrity hotline? Can the accused be reached
by an appropriate person for follow-up?
(2) Does the company have in place standard operating procedures for investigating accusation cases, as well as follow-
up actions and relevant post-investigation confidentiality measures?
(3) Does the company provide proper whistleblower protection?
No
No
No
Not yet
determined
Not yet
determined
Not yet
determined
4. Strengthening information disclosure
Does the company disclose its ethical corporate management policies and the results of its implementation on the
company’s website andMOPS?
No Not yet
established
5. If the company has established the ethical corporate management policies based on the Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed
Companies, please describe any discrepancy betweenthe policies and their implementation.: Not yet determined.
6. Other importantinformationtofacilitate a betterunderstanding ofthe company’s ethicalcorporatemanagement policies (e.g.,review and amendits policies).
  1. If the company has established the ethical corporate management policies based on the Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies, please describe any discrepancy between the policies and their implementation.: Not yet determined. 6. Other important information to facilitate a better understanding of the company’s ethical corporate management policies (e.g., review and amend its policies). Note 1: Regardless of whether the evaluation item is achieved or not, the company shall state an appropriate explanation.

  2. 3.4.10 If the Company Has Adopted Corporate Governance Best-Practice Principles or Related Bylaws, Disclose How These Are to Be Searched: None

  3. 3.4.11 Other Important Information Regarding Corporate Governance: None.

  4. 3.4.12 Resignation or Dismissal of the Company’s Key Individuals, Including the Chairman, CEO, and Heads of Accounting, Finance, Internal Audit, Corporate Governance and R&D in the Past Year and as of the Date of Publication of the Annual Report: None.

  5. 3.4.13 Establishment of Code of Conduct and Code of Ethics: None

  6. 3.4.14 A. The Status of Managerial Officers Participating in Continuous Education and

Training Regarding Corporate Governance:

Title Name Date Course Training
Hours
Accounting
Manager
CHEN
SHU
CHEN
October 5,
2022
Procedures and Practices for Self-prepared
Financial Statements
3H
October
27, 2022
Legal
and Conceptual
Knowledge
for
Corporate Financial Personnel
6H
November
23, 2022
Key Revisions to the Regulations Regarding
the Preparation of IFRS Financial Report
3H
Audit
Accountant
Manager
LU HUI
PING
July 8,
2022
Practices for Internal Auditor to Audit
Control Regarding Information Security
6H
September
13, 2022
The
Trend
of
Internet
Technology
Development and Innovative Thinking of
Internal Auditor
6H
Auditor TSENG
CHEN
YU
July 8,
2022
Practices for Internal Auditor to Audit
Control Regarding Information Security
6H
September
13, 2022
The
Trend
of
Internet
Technology
Development and Innovative Thinking of
Internal Auditor
6H
  • B. Summary of Resignations and Dismissals of Key Personnel of the Company: None

  • 23 -

3.4.15 Implementation Status of Internal Control

A. Statement on Internal Control

LILY TEXTILE CO., LTD.

Statement on Internal Control

Date: March 13, 2023

The Company (the Exchange) states the following with regard to its internal control system during fiscal year 2022, based on the findings of its self-assessment:

  1. The Company (the Exchange) is fully aware that establishing, operating, and maintaining an internal control system are the responsibility of its Board of Directors and management. The Company (the Exchange) has established such a system aimed at providing reasonable assurance of the achievement of objectives in the effectiveness and efficiency of operations (including profits, performance, and safeguard of asset security), the reliability, timeliness, and transparency of reporting, and compliance with applicable norms and applicable laws, regulations, and bylaws.

  2. An internal control system has inherent limitations. No matter how perfectly designed, an effective internal control system can provide only reasonable assurance of accomplishing the three objectives mentioned above. Furthermore, the effectiveness of an internal control system may change along with changes in environment or circumstances. The internal control system of the Company (the Exchange) contains self-monitoring mechanisms, however, and the Company (the Exchange) takes corrective actions as soon as a deficiency is identified.

  3. The Company (the Exchange) judges the design and operating effectiveness of its internal control system based on the criteria provided in the Regulations Governing the Establishment of Internal Control Systems by Service Enterprises in Securities and Futures Markets (hereinbelow, the “Regulations”). The internal control system judgment criteria adopted by the Regulations divide internal control into five elements based on the process of management control: 1. control environment 2. risk assessment 3. control activities 4. information and communications 5. monitoring activities. Each element further contains several items. Please refer to the Regulations for details.

  4. The Company (the Exchange) has assessed the design and operating effectiveness of its internal control system according to the aforesaid criteria.

  5. Based on the findings of the assessment mentioned in the preceding paragraph, the Company (the Exchange) believes that as of 12,31,2022 its internal control system (including its supervision and management of subsidiaries and its overall implementation of information security), encompassing internal controls for understanding the degree of achievement of operational effectiveness and efficiency objectives, the reliability, timeliness, and transparency of reporting, and compliance with applicable norms and applicable laws, regulations, and bylaws, is—with the exception of the matters, if any, specifically listed in the Appendix— effectively designed and operating, and reasonably assures the achievement of the above-stated objectives.

  6. This Statement is an integral part of Lily Logistics Development Co., LTD.’s annual report and prospectus, and will be made public. Any falsehood, concealment, or other illegality in the content made public will entail legal liability under Articles 20, 32, 171, and 174 of the Securities and Exchange Law.

  7. This Statement has been passed by the Board of Directors Meeting of the Company (the Exchange) held on March 13, 2023, where of the 9 attending directors (including independent directors) expressed dissenting opinions, and the remainder all affirmed the content of this Statement.

Lily Logistics Development Co., LTD.

Chairman: (signature) President: (signature)

Note 1: If during the fiscal year there has existed any material deficiency in the design and operation of the internal control system of the securities or futures industry service enterprise, an explanatory section shall be added after paragraph 4 of the Statement on Internal Control, listing and explaining any material deficiencies found in the self-assessment, and the corrective actions and status of corrections taken by the company up to the balance sheet date.

Note 2: The date of the statement is the fiscal year end date.

B. Where a CPA has been retained to conduct a special audit of the internal control system, the CPA audit report shall be disclosed: None

  • 24 -

  • 3.4.16 If There Has Been Any Legal Penalty Against the Company Against Its Internal Personnel for Violation of the Internal Control System, in the Preceding Year and Up to the Publication Date of the Annual Report, the Annual Report Shall Disclose the Penalty, the Main Shortcomings, and Statement of Improvement: None

3.4.17 Major Resolutions of Shareholders’ Meeting and Board Meetings in the Past Year and as of the Date of Publication of the Annual Report: Shareholders’ Meeting

Date Important Resolution Abstract Resolution Result Resolution Result Implementation Status
6/15/2022 1. Proposal for 2021 Consolidated
Financial Statements of the Company
2. Proposal for 2021 Profits and Deficit
Compensation of the Company.
3. Renaming the Company and
amendment to the Company Corporate
Charter. Please proceed to discuss.
4. Amendment to the “Operational
Procedures for Loaning of Company
Funds.” Please proceed to discuss.
The voting result of this resolution is as follows:
Total Votes (include E-voting exercise):
115,725,390
Shares
%
Approval: 114,853,325
(include E-voting exercise:
124,500)
99.24%
Disapproval: 5,768
(include E-voting exercise:
5,768)
0.00%
Invalid: 0
0.00%
Abstention: 866,297
(include E-voting exercise:
3,965)
0.74%
Resolution was adopted unanimously by the vote.
The voting result of this resolution is as follows:
Total Votes (include E-voting exercise):
115,725,390
Shares
%
Approval: 114,853,306
(include E-voting exercise:
124,481)
99.24%
Disapproval: 5,787
(include E-voting exercise:
5,787)
0.00%
Invalid: 0
0.00%
Abstention: 866,297
(include E-voting exercise:
3,965)
0.74%
Resolution was adopted unanimously by the vote.
The voting result of this resolution is as follows:
Total Votes (include E-voting exercise):
115,725,390
Shares
%
Approval: 114,853,315
(include E-voting exercise:
124,490)
99.24%
Disapproval: 5,778
(include E-voting exercise:
5,778)
0.00%
Invalid: 0
0.00%
Abstention: 862,297
(include E-voting exercise:
3,965)
0.74%
Resolution was adopted unanimously by the vote.
The voting result of this resolution is as follows:
Total Votes (include E-voting exercise):
115,725,390
Shares
%
Approval: 114,852,315
(include E-voting exercise:
123,490)
99.24%
Disapproval: 5,778
(include E-voting exercise:
5,778)
0.00%
Invalid: 0
0.00%
Execution completed
according to the resolution of
the Shareholders’ Meeting.
Execution completed
according to the resolution of
the Shareholders’ Meeting.
Execution completed
according to the resolution of
the Shareholders’ Meeting.
Execution completed
according to the resolution of
the Shareholders’ Meeting.
Shares %
Approval: 114,852,315
(include E-voting exercise:
123,490)
99.24%
Disapproval: 5,778
(include E-voting exercise:
5,778)
0.00%
Invalid: 0 0.00%
  • 25 -
5. Amendment to the “Operating
Procedures of Endorsement /
Guarantees.” Please proceed to discuss.
6. Amendment to the “Procedures for
Acquiring or Disposing of Assets.”
Please proceed to discuss.
7. Amendment to “Procedures for
Engaging in Derivatives Trading.”
Please proceed to discuss.
8. Cancelation of the previous “Rules of
Procedure for Shareholders Meetings”
and to reestablish the “Rules of
Procedure for Shareholders Meetings.”
Please proceed to discuss.
Abstention: 867,297
(include E-voting exercise:
4,965)
0.74%
Shares %
Approval: 114,852,119
(include E-voting exercise:
123,294)
99.24%
  • 26 -
9. Cancelation of the previous “Rules for
Election of Directors and Supervisors”
and to reestablish the “Procedures for
Election of Directors.” Please proceed
to discuss.
10. Re-election of all directors (including
independent directors).
11. Non-competition duty discharge of
new directors Please proceed to
discuss.



Disapproval: 5,974
(include E-voting exercise:
5,974)



Disapproval: 5,974
(include E-voting exercise:
5,974)



Disapproval: 5,974
(include E-voting exercise:
5,974)
0.00%

according to the resolution of
the Shareholders’ Meeting.
Execution completed
according to the resolution of
the Shareholders’ Meeting.
Execution completed
according to the resolution of
the Shareholders’ Meeting.


Invalid: 0
0.00%

Abstention: 867,297
(include E-voting exercise:
4,965)
0.74%
Seats ElectedTitle Name NumberofVotes
1 Director SU
TUNG
YUNG
128,462,018
2 Director SU CHIN
YUAN
121,910,528
3 Director SU PAI
HUANG
115,373399
4 Director SU TING
KUEI
114,773,928
5 Director SU TING
HUNG
114,714,018
6 Director LU
HSUEH
TUNG
114,111,643
7 Independent
Director
SU TING 108,203,756
8 Independent
Director
CHIEN
HUA
YUEH
107,578,696
9 Independent
Director
LIEN
SANHO
107,574,008
The voting result of this resolution is as follows:
Total Votes (include E-voting exercise):
115,725,390
Shares
%
Approval: 114,848,935
(include E-voting exercise:
120,110)
99.24%
Disapproval: 5,028
(include E-voting exercise:
5,028)
0.00%
Invalid: 0
0.00%
Abstention: 871,427
(include E-voting exercise:
9,095)
0.74%
Resolutionwas adopted unanimously by the vote.
  • 27 -

Board of Directors’ Meeting

Date Important Resolution Abstract Resolution Result
03/22/2022
06/10/2022
1. Proposal for 2021 Consolidated Financial Statements of the Company
2. Proposal for 2021 Profits and Deficit Compensation of the Company.
3.Proposal for 2021 Statement on Internal Control of the Company.
4.Proposal for 2021 the dividend distribution of the Company.
5. Proposal for the 2021 remuneration of employee, directors, and
supervisors.
6. The original application was loan commitments for the amount of NT$ 600,000,000 from SUNNY BANK, Yonghe Branch, and is now proposed to
change the loan type to a medium-term financing guarantee. Please proceed
to discuss.
7. Inspection of the Company’s sale of machinery to MIGHTY BUSINESS
LTD and the execution of payment recovery. Please proceed to discuss.
8. The Company has developed a plan to improve the accounts receivable
and long-term accounts receivable of its subsidiary, Kunshan Lily Textile
Co. Please proceed to discuss.
9. Renaming the Company and amendment to the Company Corporate
Charter. Please proceed to discuss.
10. Cancelation of the “Rules of Procedure for Shareholders Meetings” and
to reestablish the “Rules of Procedure for Shareholders Meetings.” Please
proceed to discuss.
11. Cancelation of the previous “Rules of Procedure for the Board of
Directors” and to reestablish the “Rules of Procedure for the Board of
Directors.” Please proceed to discuss.
12. Cancelation of the “Rules for Election of Directors and Supervisors”
and to reestablish the “Procedures for Election of Directors.” Please proceed
to discuss.
13. Amendment to the “Procedures for Acquiring or Disposing of Assets.”
Please proceed to discuss.
14. Amendment to the “Operational Procedures for Loaning of Company
Funds.” Please proceed to discuss.
15. Amendment to the “Operating Procedures of Endorsement /
Guarantees.” Please proceed to discuss.
16. Amendment to the “Procedures for Engaging in Derivatives Trading.”
Please proceed to discuss.
17. Establishment of Audit Committee Charter of the Company. Please
proceed to discuss.
18. Purchase of Directors and Officers Liability Insurance Please proceed to
discuss.
19. Re-election of all directors (including independent directors).
20. Handling the nomination of shareholder(s) holding 1% or more of the
total number of outstanding shares of a company. Please proceed to discuss.
21. Nomination of candidates for the election as directors (including
independent directors) for 2022. Please proceed to discuss.
22. Non-competition duty discharge of new directors. Please proceed to
discuss.
23. Set of the date, venue, and other relevant matters for the convening of
the 2022 General Meeting of Shareholders. Please proceed to discuss.
23. Handling of proposal proposed by shareholder(s) holding 1% or more of
the total number of outstanding shares of a company. Please proceed to
discuss.
1. The Company intends to loan US$2,100,000 to Kunshan Lily Textile Co.



























As the person presiding the Board meeting puts the matter before
all directors present at the meeting for seeking their comments and
none voices an objection, the matter is deemed approved. After
being reviewed by the supervisor, it will be submitted to the
General Meeting of Shareholders for approval.
As the person presiding the Board meeting puts the matter before
all directors present at the meeting for seeking their comments and
none voices an objection, the matter is deemed approved. After
being reviewed by the supervisor, it will be submitted to the
General Meeting of Shareholders for approval.
As the person presiding the Board meeting puts the matter before
all directors present at the meeting for seeking their comments and
none voices an objection, the matter is deemed approved. After
being reviewed by the supervisor, it will be submitted to the
General Meeting of Shareholders for approval.
As the person presiding the Board meeting puts the matter before
all directors present at the meeting for seeking their comments and
none voices an objection, the matter is deemed approved.
As the person presiding the Board meeting puts the matter before
all directors present at the meeting for seeking their comments and
none voices an objection, the matter is deemed approved.
As the person presiding the Board meeting puts the matter before
all directors present at the meeting for seeking their comments and
none voices an objection, the matter is deemed approved.
As the person presiding the Board meeting puts the matter before
all directors present at the meeting for seeking their comments and
none voices an objection, the matter is deemed approved.
As the person presiding the Board meeting puts the matter before
all directors present at the meeting for seeking their comments and
none voices an objection, the matter is deemed approved, and will
be reported to the General Meeting of Shareholders.
As the person presiding the Board meeting puts the matter before
all directors present at the meeting for seeking their comments and
none voices an objection, the matter is deemed approved, and will
be reported to the General Meeting of Shareholders.
As the person presiding the Board meeting puts the matter before
all directors present at the meeting for seeking their comments and
none voices an objection, the matter is deemed approved, and will
be reported to the General Meeting of Shareholders.
As the person presiding the Board meeting puts the matter before
all directors present at the meeting for seeking their comments and
none voices an objection, the matter is deemed approved, and will
be submitted to the General Meeting of Shareholders for discussion.
As the person presiding the Board meeting puts the matter before
all directors present at the meeting for seeking their comments and
none voices an objection, the matter is deemed approved, and will
be submitted to the General Meeting of Shareholders for discussion.
As the person presiding the Board meeting puts the matter before
all directors present at the meeting for seeking their comments and
none voices an objection, the matter is deemed approved, and will
be submitted to the General Meeting of Shareholders for discussion.
As the person presiding the Board meeting puts the matter before
all directors present at the meeting for seeking their comments and
none voices an objection, the matter is deemed approved, and will
be submitted to the General Meeting of Shareholders for discussion.
As the person presiding the Board meeting puts the matter before
all directors present at the meeting for seeking their comments and
none voices an objection, the matter is deemed approved, and will
be submitted to the General Meeting of Shareholders for discussion.
As the person presiding the Board meeting puts the matter before
all directors present at the meeting for seeking their comments and
none voices an objection, the matter is deemed approved, and will
be submitted to the General Meeting of Shareholders for discussion.
As the person presiding the Board meeting puts the matter before
all directors present at the meeting for seeking their comments and
none voices an objection, the matter is deemed approved.
As the person presiding the Board meeting puts the matter before
all directors present at the meeting for seeking their comments and
none voices an objection, the matter is deemed approved.
As the person presiding the Board meeting puts the matter before
all directors present at the meeting for seeking their comments and
none voices an objection, the matter is deemed approved, and will
be submitted to the General Meeting of Shareholders for election.
As the person presiding the Board meeting puts the matter before
all directors present at the meeting for seeking their comments and
none voices an objection, the matter is deemed approved.
As the person presiding the Board meeting puts the matter before
all directors present at the meeting for seeking their comments and
none voices an objection, the matter is deemed approved.
As the person presiding the Board meeting puts the matter before
all directors present at the meeting for seeking their comments and
none voices an objection, the matter is deemed approved.
As the person presiding the Board meeting puts the matter before
all directors present at the meeting for seeking their comments and
none voices an objection, the matter is deemed approved.
As the person presiding the Board meeting puts the matter before
all directors present at the meeting for seeking their comments and
none voices an objection, the matter is deemed approved.
As the person presiding the Board meeting puts the matter before
all directors present at the meeting for seeking their comments and
  • 28 -
Date Important Resolution Abstract Resolution Result
06/15/2022
07/22/2022
08/08/2022
11/08/2022
and hereby proposes the resolution.
2. Discussion of the 8th Meeting of the 4th Session of the Remuneration
Committee of the Company and hereby proposes the resolution.
1. Proposed election of the Chairman of the Company.
2. Proposed appointment of the general manager of the Company.
3. Appointment of the members of the Company’s 5th Session
Remuneration Committee and hereby proposes the resolution.
4. Proposed establishment of the Company’s Audit Committee and
appointment of the first term members.
1. Discussion of the agenda item for the 1st Extraordinary Meeting of the
1st Session of the Company’s Audit Committee and hereby proposes the
resolution.
2. Renaming of the Company and the exchange of securities certificates.
Please proceed to discuss.
3. Change of the Company’s abbreviation. Please proceed to discuss.
4. Cancelation of branch office. Please proceed to discuss.
5. Discussion of the agenda item for the 1st Extraordinary Meeting of the
5th Session of the Company’s Remuneration Committee and hereby
proposes the resolution.
1. Discussion of the 2nd Meeting of the 1st Session of the Audit Committee
of the Company and hereby proposes the resolution.
2. The Company intends to loan US$2,100,000 to Kunshan Lily Textile Co.
and hereby proposes the resolution.
3. The Company approved an assessment of line endorsement /
guarantees for its affiliated company, Kunshan Lily Textile Co. in 2022 and
hereby proposes the resolution.
4. The Company’s proposed extension of the loan amount from
correspondent banks for 2022 and hereby proposes the resolution.
5. Proposal for the construction of the third phase warehouse building in
Pingzhen Logistics Park.
6. Inspection of the Company’s sale of machinery to MIGHTY BUSINESS
LTD and the execution of payment recovery. Please proceed to discuss.
7. The Company has developed a plan to improve the accounts receivable
and long-term accounts receivable of its subsidiary, Kunshan Lily Textile
Co. Please proceed to discuss.
8. Establishment of the schedule for greenhouse gas inventory and
verification of the Company. Please proceed to discuss.
1. Discussion of the 3rd Meeting of the 1st Session of the Audit Committee
of the Company and hereby proposes the resolution.
2. 2023 audit plan of the Company. Please proceed to discuss.
3. Amendment to the Rules of Procedure for the Board of Directors. Please
proceed to discuss.
4. The Company intends to apply to the Bank of Taiwan, Yenping Branch
for a short-term financing guarantee in the amount of NT$ 60,000,000.
Please proceed to discuss.
5. Inspection of the Company’s sale of machinery to MIGHTY BUSINESS
LTD and the execution of payment recovery. Please proceed to discuss.
6. The Company has developed a plan to improve the accounts receivable
and long-term accounts receivable of its subsidiary, Kunshan Lily Textile
Co. Please proceed to discuss.
7. Discussion of the 1st Meeting of the 5th Session of the Remuneration
Committee of the Company and hereby proposes the resolution.

























none voices an objection, the matter is deemed approved.
As the person presiding the Board meeting puts the matter before
all directors present at the meeting for seeking their comments and
none voices an objection, the matter is deemed approved.
Director SU CHIN YUAN nominated Director SU TUNG YUNG
for re-election as Chairman. As the person presiding the Board
meeting puts the matter before all directors present at the meeting
for seeking their comments and none voices an objection, the matter
is deemed approved.
Director SU TING HUNG proposed the appointment of Director
SU CHIN YUAN as the General Manager of the Company. As the
person presiding the Board meeting puts the matter before all
directors present at the meeting for seeking their comments and
none voices an objection, the matter is deemed approved.
As the person presiding the Board meeting puts the matter before
all directors present at the meeting for seeking their comments and
none voices an objection, the matter is deemed approved.
As the person presiding the Board meeting puts the matter before
all directors present at the meeting for seeking their comments and
none voices an objection, the matter is deemed approved.
As the person presiding the Board meeting puts the matter before
all directors present at the meeting for seeking their comments and
none voices an objection, the matter is deemed approved.
As the person presiding the Board meeting puts the matter before
all directors present at the meeting for seeking their comments and
none voices an objection, the matter is deemed approved.
As the person presiding the Board meeting puts the matter before
all directors present at the meeting for seeking their comments and
none voices an objection, the matter is deemed approved.
As the person presiding the Board meeting puts the matter before
all directors present at the meeting for seeking their comments and
none voices an objection, the matter is deemed approved.
As the person presiding the Board meeting puts the matter before
all directors present at the meeting for seeking their comments and
none voices an objection, the matter is deemed approved.
As the person presiding the Board meeting puts the matter before
all directors present at the meeting for seeking their comments and
none voices an objection, the matter is deemed approved.
As the person presiding the Board meeting puts the matter before
all directors present at the meeting for seeking their comments and
none voices an objection, the matter is deemed approved.
As the person presiding the Board meeting puts the matter before
all directors present at the meeting for seeking their comments and
none voices an objection, the matter is deemed approved.
As the person presiding the Board meeting puts the matter before
all directors present at the meeting for seeking their comments and
none voices an objection, the matter is deemed approved.
As the person presiding the Board meeting puts the matter before
all directors present at the meeting for seeking their comments and
none voices an objection, the matter is deemed approved.
As the person presiding the Board meeting puts the matter before
all directors present at the meeting for seeking their comments and
none voices an objection, the matter is deemed approved.
As the person presiding the Board meeting puts the matter before
all directors present at the meeting for seeking their comments and
none voices an objection, the matter is deemed approved.
As the person presiding the Board meeting puts the matter before
all directors present at the meeting for seeking their comments and
none voices an objection, the matter is deemed approved.
As the person presiding the Board meeting puts the matter before
all directors present at the meeting for seeking their comments and
none voices an objection, the matter is deemed approved.
As the person presiding the Board meeting puts the matter before
all directors present at the meeting for seeking their comments and
none voices an objection, the matter is deemed approved.
As the person presiding the Board meeting puts the matter before
all directors present at the meeting for seeking their comments and
none voices an objection, the matter is deemed approved.
As the person presiding the Board meeting puts the matter before
all directors present at the meeting for seeking their comments and
none voices an objection, the matter is deemed approved.
As the person presiding the Board meeting puts the matter before
all directors present at the meeting for seeking their comments and
none voices an objection, the matter is deemed approved.
As the person presiding the Board meeting puts the matter before
all directors present at the meeting for seeking their comments and
none voices an objection, the matter is deemed approved.
As the person presiding the Board meeting puts the matter before
all directors present at the meeting for seeking their comments and
none voices an objection, the matter is deemed approved.

3.4.18 Where, during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report, a director or supervisor has expressed a dissenting opinion with respect to a material resolution passed by the board of directors, and said dissenting opinion has been recorded or prepared as a written declaration, disclose the principal content thereof: None

  • 29 -

Other Matters Required to be Recorded:

A.If any of the following circumstances exists, specify the board meeting date, meeting session number, content of the motion(s), the opinions of all the independent directors, and the measures taken by the Company based on the opinions of the independent directors:


session number, content of the motion(s), the opinions of all the independent directors,
and the measures taken by the Company based on the opinions of the independent
directors:

session number, content of the motion(s), the opinions of all the independent directors,
and the measures taken by the Company based on the opinions of the independent
directors:

session number, content of the motion(s), the opinions of all the independent directors,
and the measures taken by the Company based on the opinions of the independent
directors:

session number, content of the motion(s), the opinions of all the independent directors,
and the measures taken by the Company based on the opinions of the independent
directors:
1. Any matter under Article 14-3 of the Securities and Exchange Act.
Date Session
Number
Resolution Content All Independent
Directors’ Opinion
Measures Taken by
the Company Based
on the Opinions of the
Independent Directors
03/22/2022 The 13th
Meeting of the
15thSession of
the Board of
Directors
1. Inspection
of
the
Company’s
sale
of
machinery to MIGHTY BUSINESS LTD and
the execution of payment recovery. Please
proceed to discuss.
2. The Company has developed a plan to
improve the accounts receivable and long-
term accounts receivable of its subsidiary,
Kunshan Lily Textile Co. Please proceed to
discuss.
3. The
original
application
was
loan
commitments
for
the
amount
of
NT$600,000,000
from
SUNNY
BANK,
Yonghe Branch, and is now proposed to
change the loan type to a medium-term
financing guarantee. Please proceed to discuss.
None
None
None
Resolution adopted
Resolution adopted
Resolution adopted
05/05/2022 The 14~~th~~
Meeting of the
15thSession of
the Board of
Directors
1. The Company intends to loan US$ 2,500,000
to Kunshan Lily Textile Co. and hereby
proposes the resolution.
2. The
Company
intends
to
apply
loan
commitments
for
the
amount
of
NT$1500,000,000 from SUNNY BANK,
Yonghe Branch, and is now proposed to
change the loan type to a long-term and short-
term financing loan. Please proceed to discuss.
None
None
Resolution adopted
Resolution adopted
06/10/2022 The 15~~th~~
Meeting of the
15thSession of
the Board of
Directors
1. The Company intends to refinance the loan
with Kunshan Lily Textile Co. and hereby
proposes the resolution.
None Resolution adopted
08/08/2022 The 2~~nd~~
Meeting of the
16thSession of
the Board of
Directors
1. The Company intends to loan US$ 2,500,000
to Kunshan Lily Textile Co. and hereby
proposes the resolution.
2. The Company approved an assessment of line
endorsement / guarantees for its affiliated
company, Kunshan Lily Textile Co. in 2022
and hereby proposes the resolution.
3. The Company’s proposed extension of from
correspondent banks for 2022 and hereby
proposes the resolution.
4. Proposal for the construction of the third phase
warehouse building in Pingzhen Logistics
Park.
5. Inspection of the Company’s sale of
machinery to MIGHTY BUSINESS LTD and
the execution of payment recovery. Please
proceed to discuss.
6. The Company has developed a plan to improve
the
accounts
receivable
and
long-term
accounts receivable of its subsidiary, Kunshan
Lily Textile Co. Please proceed to discuss.
None
None
None
None
None
Resolution adopted
Resolution adopted
Resolution adopted
Resolution adopted
Resolution adopted
11/08/2022 The 3~~rd~~
Meeting of the
16thSession of
the Board of
Directors
1. Inspection of the Company’s sale of machinery
to MIGHTY BUSINESS LTD and the
execution of payment recovery. Please proceed
to discuss.
2. The Company has developed a plan to improve
the accounts receivable and long-term accounts
receivable of its subsidiary, Kunshan Lily
Textile Co. Please proceed to discuss.
None
None
Resolution adopted
Resolution adopted
  • 30 -

3.5 Information Regarding the Company’s Audit Fee

Accounting Firm Name of CPA Name of CPA Period Covered by
CPA’s Audit
Remarks
Crowe (TW) CPAs CHEN
KUEI MEI
WANG WU
CHANG
01/01/2022 ~ 12/31/2022

Note: If the company has changed CPA or Accounting Firm during the current fiscal year, the company shall report the information regarding the audit period covered by each CPA and the replacement reason.

Unit: NT$ thousands
Fee Items
Fee Range
Audit Fee Non-audit Fee Total
1 Under NT$ 2,000,000 1,615 91 1,706
2 NT$ 2,000,000 (incl.)~NT$ 4,000,000
3 NT$ 4,000,000 (incl.)~NT$ 6,000,000
4 NT$ 6,000,000 (incl.)~NT$ 8,000,000
5 NT$ 8,000,000 (incl.) ~ NT$ 100,000,000
6 Over NT$ 100,000,000

Information Regarding the Company’s Audit Fee

Unit: NT$ thousands Unit: NT$ thousands Unit: NT$ thousands
Accounting
Firm
Name of CPA Audit
Fee
Non-audit Fee Period
Covered by
CPA’s
Audit
Remarks
System
of
Design
Company
Registration
Human
Resource

Others
(Note 2)

Subto
tal
Crowe
(TW)
CPAs
CHEN KUEI MEI,
WANG WU CHANG
1,615
-
13 - 78 91 January 2022
~ December
2022

  • Note 1: If the company changed its CPAs or accounting firm during the fiscal year, list the audit periods before and after the change separately and specify the reason for the change in the “Remarks” column and disclose sequentially the audit and non-audit fees paid.

  • Note 2: Please specify the services for which the non-audit fees were paid. If the “Others” among the non-audit fees reaches 25% of the total amount of non-audit fees, specify the content of the services in the “Remarks” column.

  • 3.6 When the Securities Firm Changes Its Accounting Firm and the Audit Fees Paid For the Financial Year in which the Change Took Place are Lower than Those Paid For the Financial Year Immediately Preceding the Change, the Amount of the Audit Fees Before and After the Change and the Reason Shall Be Disclosed:

  • 1.When non -audit fees paid to the certified public accountant, to the accounting firm of the certified public accountant, or to any affiliate of such accounting firm are one quarter or more of the audit fees, the amounts of both audit and non -audit fees as well as details of non - audit services shall be disclosed: None

  • When the securities firm changes its accounting firm and the audit fees paid for the financial year in which the change took place are lower than those paid for the financial year immediately preceding the change, the amount of the audit fees before and after the change and the reason shall be disclosed: None

  • If the audit fees, disclose the ratio, and the reasons of the audit fees: None When the audit fees paid for the current financial year are lower than those paid for the immediately preceding financial year by 15 percent or more, the amount and percentage of and reason for the reduction in audit fees shall be disclosed: None

  • 31 -

3.7 Information on Replacement of CPAs:

3.7.1 Information regarding the former CPAs

Date of replacement Not applicable Not applicable Not applicable Not applicable Not applicable
Reason for replacement and
explanation

Internal CPAs’ rotation
Describe whether the Company
terminated
of
the
CPAs
terminated or did not accept the
engagement


Parties
Circumstances

CPAs
The Company

Terminated the engagement
Not applicable Not applicable
No longer accepted
(discontinued) the engagement
Not applicable Not applicable
If the CPAs issued an audit
report expressing any opinion
other
than
an
unqualified
opinion during the 2 most recent
years, specify the opinion and
thereasons





No
Disagreement
with
the
Company?
Yes Accounting principles orpractices
Disclosure of financial reports
Audit scope or steps
Others
No V
Specifydetails
Other disclosures (Any matters
required to be disclosed under
sub-items d of Article 10.5A)


Not applicable

3.7.2 Information regarding the Successor CPAs

Name of accounting firm Not applicable
Name of CPAs
Date of engagement
Subjects discussed and results of any
consultation with the CPAs prior to the
engagement, regarding the accounting
treatment of or application of accounting
principles to any specified transaction, or
the type of audit opinion that might be
issued on the company'sfinancial report





Successor
CPAs’
written
opinion
regarding the matters of disagreement
between the Company and the former
CPAs


  • 3.7.3 The reply letter from the former CPA regarding the Company’s disclosures regarding the matters under Article 10.5.A and 10.5.B(c) of the Regulations: None.

  • 3.8 The Employment of the Company’s Chairman, General Manager, Financial or Accounting Manager with the Firm of the Auditing CPA or Its Affiliated Businesses in the Past Year: None.

  • 32 -

  • 3.9 Particulars about Changes in Shareholding and Equity Pledge of Directors, Supervisors, Managers and Shareholders Holding More Than 10% of the Company’s Shares in the Past Year and as of the Date of Publication of the Annual Report:

Changes in Shareholding of Directors, Supervisors, Managerial Officers, and Major

Job title
(Note 1)
Name 2022 Currentfiscalyearas of March31
Shareholding
increase (or
decrease)

Pledged
shareholding
increase (or
decrease)
Shareholding
increase (or
decrease)
Pledged shareholding
increase (or decrease)
Chairman
Director
Director’s
spouse





SU TUNG
YUNG
SU CHIN
YUAN
LU MING
FEN
(156,000)
1,461,200
(23,000)



0
0
0



0
330,000
0



0
0
0
Name (Note 1) Reason for
transfer
(Note 2)
Date of
transaction
Counterparty Relationship between the
counterparty and the
Company, directors,
supervisors, managerial
officers, and major
shareholders
No. of
shares
Transaction
price
SU TUNG
YUNG
Donation 03/16/2022 SU TZU YU
SU HSIN PO
SU FENG
CHIEH
Minor grandson of the director
Minor grandson of the director
Minor grandson of the director
52,000
52,000
52,000
Donation
Donation
Donation

Note 1: Fill in the names of the directors, supervisors, and managerial officers, and the shareholders with greater than 10 percent shareholding.

Note 2: Specify whether the shares are acquired or disposed of.

Shares Pledge with Related Parties

Name
(Note 1)
Reason for
change in
pledge status
(Note 2)

Date of
change
Counterparty Relationship
between the
counterparty and the
Company, directors,
supervisors,
managerial officers,
and major
shareholders
Shares Shares
holding
%
Shares
Pledged
%
Pledged
Amount
None
  • 33 -

3.10 Relationship Information, If Any of the 10 Largest Shareholders is a Related Party as Defined in Statement of Financial Accounting Standards No. 6, or Spouse, or Relative Within the Second Degree of Kinship:

Relationship among the Top Ten Shareholders

April 15,2023
Shareholding
Shareholding of
spouse and minor
children
Total shareholding by
nominee
arrangements
Specify the name of the entity or person and
their relationship to any of the other top 10
shareholders with which the person is a
related party or has a relationship of spouse
or relative withinthe2nd degree
Remarks
Shares
%
Shares
%
Shares
%
Name of entityor individual
Relationship
13,267,000
9.80%
0
0
0
0
SU TUNG YUNG、SU
HAO I
Father-son,
brotherhood
The Company’s
associate
12,120,000
8.95%
0
0
0
0
SU TUNG YUNG, SU
TING HUNG
Father-son,
brotherhood
None
10,024,000
7.61%
0
0
0
0
SU TUNG YUNG, SU
TING HUNG
Father-son,
brotherhood
None
8,987,298
6.64%
0
0
0
0
None
The Company’s
director and general
manager
8,438,958
6.23%
100,000
0.07
0
0
None
The Company’s
director and general
manager
7,100,692
5.24%
871,000
0.64
SU TUNG YUNG, SU
TING HUNG
Father-son,
brotherhood
None
6,112,000
4.51%
None
The Company’s
director and general
manager
5,820,072
4.30%
88,020
0.07
0
0
SU TING HUNG、SU
HAO I
Father-son
The Company’s
director and
chairman
5,257,993
3.88%
0
0
0
0
None
None
5,230,597
3.86%
870,000
0.64
0
0
SU TUNG YUNG、SU
HAO I
Father-son,
brotherhood
The Company’s
associate
April 15,2023
Shareholding
Shareholding of
spouse and minor
children
Total shareholding by
nominee
arrangements
Specify the name of the entity or person and
their relationship to any of the other top 10
shareholders with which the person is a
related party or has a relationship of spouse
or relative withinthe2nd degree
Remarks
Shares
%
Shares
%
Shares
%
Name of entityor individual
Relationship
13,267,000
9.80%
0
0
0
0
SU TUNG YUNG、SU
HAO I
Father-son,
brotherhood
The Company’s
associate
12,120,000
8.95%
0
0
0
0
SU TUNG YUNG, SU
TING HUNG
Father-son,
brotherhood
None
10,024,000
7.61%
0
0
0
0
SU TUNG YUNG, SU
TING HUNG
Father-son,
brotherhood
None
8,987,298
6.64%
0
0
0
0
None
The Company’s
director and general
manager
8,438,958
6.23%
100,000
0.07
0
0
None
The Company’s
director and general
manager
7,100,692
5.24%
871,000
0.64
SU TUNG YUNG, SU
TING HUNG
Father-son,
brotherhood
None
6,112,000
4.51%
None
The Company’s
director and general
manager
5,820,072
4.30%
88,020
0.07
0
0
SU TING HUNG、SU
HAO I
Father-son
The Company’s
director and
chairman
5,257,993
3.88%
0
0
0
0
None
None
5,230,597
3.86%
870,000
0.64
0
0
SU TUNG YUNG、SU
HAO I
Father-son,
brotherhood
The Company’s
associate
April 15,2023
Shareholding
Shareholding of
spouse and minor
children
Total shareholding by
nominee
arrangements
Specify the name of the entity or person and
their relationship to any of the other top 10
shareholders with which the person is a
related party or has a relationship of spouse
or relative withinthe2nd degree
Remarks
Shares
%
Shares
%
Shares
%
Name of entityor individual
Relationship
13,267,000
9.80%
0
0
0
0
SU TUNG YUNG、SU
HAO I
Father-son,
brotherhood
The Company’s
associate
12,120,000
8.95%
0
0
0
0
SU TUNG YUNG, SU
TING HUNG
Father-son,
brotherhood
None
10,024,000
7.61%
0
0
0
0
SU TUNG YUNG, SU
TING HUNG
Father-son,
brotherhood
None
8,987,298
6.64%
0
0
0
0
None
The Company’s
director and general
manager
8,438,958
6.23%
100,000
0.07
0
0
None
The Company’s
director and general
manager
7,100,692
5.24%
871,000
0.64
SU TUNG YUNG, SU
TING HUNG
Father-son,
brotherhood
None
6,112,000
4.51%
None
The Company’s
director and general
manager
5,820,072
4.30%
88,020
0.07
0
0
SU TING HUNG、SU
HAO I
Father-son
The Company’s
director and
chairman
5,257,993
3.88%
0
0
0
0
None
None
5,230,597
3.86%
870,000
0.64
0
0
SU TUNG YUNG、SU
HAO I
Father-son,
brotherhood
The Company’s
associate
April 15,2023
Shareholding
Shareholding of
spouse and minor
children
Total shareholding by
nominee
arrangements
Specify the name of the entity or person and
their relationship to any of the other top 10
shareholders with which the person is a
related party or has a relationship of spouse
or relative withinthe2nd degree
Remarks
Shares
%
Shares
%
Shares
%
Name of entityor individual
Relationship
13,267,000
9.80%
0
0
0
0
SU TUNG YUNG、SU
HAO I
Father-son,
brotherhood
The Company’s
associate
12,120,000
8.95%
0
0
0
0
SU TUNG YUNG, SU
TING HUNG
Father-son,
brotherhood
None
10,024,000
7.61%
0
0
0
0
SU TUNG YUNG, SU
TING HUNG
Father-son,
brotherhood
None
8,987,298
6.64%
0
0
0
0
None
The Company’s
director and general
manager
8,438,958
6.23%
100,000
0.07
0
0
None
The Company’s
director and general
manager
7,100,692
5.24%
871,000
0.64
SU TUNG YUNG, SU
TING HUNG
Father-son,
brotherhood
None
6,112,000
4.51%
None
The Company’s
director and general
manager
5,820,072
4.30%
88,020
0.07
0
0
SU TING HUNG、SU
HAO I
Father-son
The Company’s
director and
chairman
5,257,993
3.88%
0
0
0
0
None
None
5,230,597
3.86%
870,000
0.64
0
0
SU TUNG YUNG、SU
HAO I
Father-son,
brotherhood
The Company’s
associate
April 15,2023
Shareholding
Shareholding of
spouse and minor
children
Total shareholding by
nominee
arrangements
Specify the name of the entity or person and
their relationship to any of the other top 10
shareholders with which the person is a
related party or has a relationship of spouse
or relative withinthe2nd degree
Remarks
Shares
%
Shares
%
Shares
%
Name of entityor individual
Relationship
13,267,000
9.80%
0
0
0
0
SU TUNG YUNG、SU
HAO I
Father-son,
brotherhood
The Company’s
associate
12,120,000
8.95%
0
0
0
0
SU TUNG YUNG, SU
TING HUNG
Father-son,
brotherhood
None
10,024,000
7.61%
0
0
0
0
SU TUNG YUNG, SU
TING HUNG
Father-son,
brotherhood
None
8,987,298
6.64%
0
0
0
0
None
The Company’s
director and general
manager
8,438,958
6.23%
100,000
0.07
0
0
None
The Company’s
director and general
manager
7,100,692
5.24%
871,000
0.64
SU TUNG YUNG, SU
TING HUNG
Father-son,
brotherhood
None
6,112,000
4.51%
None
The Company’s
director and general
manager
5,820,072
4.30%
88,020
0.07
0
0
SU TING HUNG、SU
HAO I
Father-son
The Company’s
director and
chairman
5,257,993
3.88%
0
0
0
0
None
None
5,230,597
3.86%
870,000
0.64
0
0
SU TUNG YUNG、SU
HAO I
Father-son,
brotherhood
The Company’s
associate
April 15,2023
Shareholding
Shareholding of
spouse and minor
children
Total shareholding by
nominee
arrangements
Specify the name of the entity or person and
their relationship to any of the other top 10
shareholders with which the person is a
related party or has a relationship of spouse
or relative withinthe2nd degree
Remarks
Shares
%
Shares
%
Shares
%
Name of entityor individual
Relationship
13,267,000
9.80%
0
0
0
0
SU TUNG YUNG、SU
HAO I
Father-son,
brotherhood
The Company’s
associate
12,120,000
8.95%
0
0
0
0
SU TUNG YUNG, SU
TING HUNG
Father-son,
brotherhood
None
10,024,000
7.61%
0
0
0
0
SU TUNG YUNG, SU
TING HUNG
Father-son,
brotherhood
None
8,987,298
6.64%
0
0
0
0
None
The Company’s
director and general
manager
8,438,958
6.23%
100,000
0.07
0
0
None
The Company’s
director and general
manager
7,100,692
5.24%
871,000
0.64
SU TUNG YUNG, SU
TING HUNG
Father-son,
brotherhood
None
6,112,000
4.51%
None
The Company’s
director and general
manager
5,820,072
4.30%
88,020
0.07
0
0
SU TING HUNG、SU
HAO I
Father-son
The Company’s
director and
chairman
5,257,993
3.88%
0
0
0
0
None
None
5,230,597
3.86%
870,000
0.64
0
0
SU TUNG YUNG、SU
HAO I
Father-son,
brotherhood
The Company’s
associate
April 15,2023
Shareholding
Shareholding of
spouse and minor
children
Total shareholding by
nominee
arrangements
Specify the name of the entity or person and
their relationship to any of the other top 10
shareholders with which the person is a
related party or has a relationship of spouse
or relative withinthe2nd degree
Remarks
Shares
%
Shares
%
Shares
%
Name of entityor individual
Relationship
13,267,000
9.80%
0
0
0
0
SU TUNG YUNG、SU
HAO I
Father-son,
brotherhood
The Company’s
associate
12,120,000
8.95%
0
0
0
0
SU TUNG YUNG, SU
TING HUNG
Father-son,
brotherhood
None
10,024,000
7.61%
0
0
0
0
SU TUNG YUNG, SU
TING HUNG
Father-son,
brotherhood
None
8,987,298
6.64%
0
0
0
0
None
The Company’s
director and general
manager
8,438,958
6.23%
100,000
0.07
0
0
None
The Company’s
director and general
manager
7,100,692
5.24%
871,000
0.64
SU TUNG YUNG, SU
TING HUNG
Father-son,
brotherhood
None
6,112,000
4.51%
None
The Company’s
director and general
manager
5,820,072
4.30%
88,020
0.07
0
0
SU TING HUNG、SU
HAO I
Father-son
The Company’s
director and
chairman
5,257,993
3.88%
0
0
0
0
None
None
5,230,597
3.86%
870,000
0.64
0
0
SU TUNG YUNG、SU
HAO I
Father-son,
brotherhood
The Company’s
associate
April 15,2023
Shareholding
Shareholding of
spouse and minor
children
Total shareholding by
nominee
arrangements
Specify the name of the entity or person and
their relationship to any of the other top 10
shareholders with which the person is a
related party or has a relationship of spouse
or relative withinthe2nd degree
Remarks
Shares
%
Shares
%
Shares
%
Name of entityor individual
Relationship
13,267,000
9.80%
0
0
0
0
SU TUNG YUNG、SU
HAO I
Father-son,
brotherhood
The Company’s
associate
12,120,000
8.95%
0
0
0
0
SU TUNG YUNG, SU
TING HUNG
Father-son,
brotherhood
None
10,024,000
7.61%
0
0
0
0
SU TUNG YUNG, SU
TING HUNG
Father-son,
brotherhood
None
8,987,298
6.64%
0
0
0
0
None
The Company’s
director and general
manager
8,438,958
6.23%
100,000
0.07
0
0
None
The Company’s
director and general
manager
7,100,692
5.24%
871,000
0.64
SU TUNG YUNG, SU
TING HUNG
Father-son,
brotherhood
None
6,112,000
4.51%
None
The Company’s
director and general
manager
5,820,072
4.30%
88,020
0.07
0
0
SU TING HUNG、SU
HAO I
Father-son
The Company’s
director and
chairman
5,257,993
3.88%
0
0
0
0
None
None
5,230,597
3.86%
870,000
0.64
0
0
SU TUNG YUNG、SU
HAO I
Father-son,
brotherhood
The Company’s
associate
April 15,2023
Shareholding
Shareholding of
spouse and minor
children
Total shareholding by
nominee
arrangements
Specify the name of the entity or person and
their relationship to any of the other top 10
shareholders with which the person is a
related party or has a relationship of spouse
or relative withinthe2nd degree
Remarks
Shares
%
Shares
%
Shares
%
Name of entityor individual
Relationship
13,267,000
9.80%
0
0
0
0
SU TUNG YUNG、SU
HAO I
Father-son,
brotherhood
The Company’s
associate
12,120,000
8.95%
0
0
0
0
SU TUNG YUNG, SU
TING HUNG
Father-son,
brotherhood
None
10,024,000
7.61%
0
0
0
0
SU TUNG YUNG, SU
TING HUNG
Father-son,
brotherhood
None
8,987,298
6.64%
0
0
0
0
None
The Company’s
director and general
manager
8,438,958
6.23%
100,000
0.07
0
0
None
The Company’s
director and general
manager
7,100,692
5.24%
871,000
0.64
SU TUNG YUNG, SU
TING HUNG
Father-son,
brotherhood
None
6,112,000
4.51%
None
The Company’s
director and general
manager
5,820,072
4.30%
88,020
0.07
0
0
SU TING HUNG、SU
HAO I
Father-son
The Company’s
director and
chairman
5,257,993
3.88%
0
0
0
0
None
None
5,230,597
3.86%
870,000
0.64
0
0
SU TUNG YUNG、SU
HAO I
Father-son,
brotherhood
The Company’s
associate
Name Shareholding Shareholding of
spouse and minor
children
Total shareholding by
nominee
arrangements
Specify the name of the entity or person and
their relationship to any of the other top 10
shareholders with which the person is a
related party or has a relationship of spouse
or relative withinthe2nd degree
Remarks
Shares % Shares % Shares % Name of entityor individual Relationship
SUNNY LOGISTICS CO.,
LTD.
Representative: SU TING
HUNG
13,267,000 9.80% 0 0 0 0 SU TUNG YUNG、SU
HAO I
Father-son,
brotherhood
The Company’s
associate
RITER SHUN TRADING
COMPANY LIMITED
Representative: SUHAOI
12,120,000 8.95% 0 0 0 0 SU TUNG YUNG, SU
TING HUNG
Father-son,
brotherhood
None
HSIN YUNG
INVESTMENT CO., LTD.
Representative: SUHAOI
10,024,000 7.61% 0 0 0 0 SU TUNG YUNG, SU
TING HUNG
Father-son,
brotherhood
None
I SHENG INVESTMENT
CO., LTD. Representative:
SU CHINYUAN
8,987,298 6.64% 0 0 0 0 None The Company’s
director and general
manager
SU CHIN YUAN 8,438,958 6.23% 100,000 0.07 0 0 None The Company’s
director and general
manager
SU HAO I 7,100,692 5.24% 871,000 0.64 SU TUNG YUNG, SU
TING HUNG
Father-son,
brotherhood
None
I SHUN INVESTMENT
CO., LTD.
Representative: SU CHIN
YUAN
6,112,000 4.51% None The Company’s
director and general
manager
SU TUNG YUNG 5,820,072 4.30% 88,020 0.07 0 0 SU TING HUNG、SU
HAO I
Father-son The Company’s
director and
chairman
SU CHANG SHENG 5,257,993 3.88% 0 0 0 0 None None
SU TING HUNG 5,230,597 3.86% 870,000 0.64 0 0 SU TUNG YUNG、SU
HAO I
Father-son,
brotherhood
The Company’s
associate
  • 34 -

3.11 The Total Number of Shares and Total Equity Stake Held in Any Single Enterprise By the Company, Its Directors and Supervisors, Managerial Officers, and Any Companies Controlled Either Directly or Indirectly By the Company:

Total Ownership of Shares in Investee Enterprises

Unit: shares;% Unit: shares;% Unit: shares;% Unit: shares;% Unit: shares;% Unit: shares;%
Investee enterprise
(Note)
Investment by the
Company
Investment by the Directors,
Supervisors, Managerial
Officers and Directly or
Indirectly Controlled Entities
ofthe Company
Total Investment
Shares % Shares % Shares %
GIANTEX TEXTILECORPORATION 26,817,816 46.27% 4,320,158 7.45% 31,137,974 53.73%
GisongEnterprise Corporation 11,400,000 57.00% 300,000 1.50% 11,700,000 58.50%
LILYNETWORKCORP. 4,440,000 98.67% 30,000 0.67% 4,470,000 99.33%
LILYTEX INTERNATIONALCORP. 12,60,000 55.21% 0 0 12,60,000 55.21%
NIGHTY BUSINESS LTD. 1,000
100.00%

0

0

1,000
100.00%

Note: This refers to investee enterprises in which the Company makes long-term investment calculated according to the equity method.

  • 35 -

IV. Capital Overview

4.1 Capital and Shares

4.1.1 Sources of Capital

IV. Capital Overview
4.1 Capital and Shares
4.1.1 Sources of Capital
IV. Capital Overview
4.1 Capital and Shares
4.1.1 Sources of Capital
IV. Capital Overview
4.1 Capital and Shares
4.1.1 Sources of Capital
IV. Capital Overview
4.1 Capital and Shares
4.1.1 Sources of Capital
IV. Capital Overview
4.1 Capital and Shares
4.1.1 Sources of Capital
IV. Capital Overview
4.1 Capital and Shares
4.1.1 Sources of Capital
IV. Capital Overview
4.1 Capital and Shares
4.1.1 Sources of Capital
IV. Capital Overview
4.1 Capital and Shares
4.1.1 Sources of Capital
IV. Capital Overview
4.1 Capital and Shares
4.1.1 Sources of Capital
Unit: NT$thousands
Month/
Year
Per Value
(NT$)
~~Authorized Capital~~ ~~Paid-in Capital~~ ~~Remark~~

Shares

Amount (NT$ thousands)

Shares

Amount (NT$ thousands)
Sources of Capital ~~Capital~~
Increased by
Assets Other
than Cash
Other
~~1972/11~~ ~~100~~ ~~360,000~~
~~36,000,000~~

~~360,000~~

~~36,000,000~~
~~Capital when found~~ ~~-~~ ~~-~~
~~1999/08~~ ~~10~~ ~~353,000,000~~
~~3,530,000,000~~

~~301,090,042~~


~~3,010,900,420~~

~~Capital surplus to~~
increase capitalization
NT$143,376,210

~~-~~
~~-~~
~~2009/12~~ ~~10~~ ~~353,000,000~~
~~3,530,000,000~~

~~293,772,942~~

~~2,937,729,420~~
~~Stock repurchase~~
NT$73,171,000
~~-~~ ~~-~~
~~2011/01~~ ~~10~~ ~~353,000,000~~
~~3,530,000,000~~

~~291,264,942~~

~~2,912,649,420~~
~~Stock repurchase~~
NT$25,080,000
~~-~~ ~~-~~
~~2011/08~~ ~~10~~ ~~353,000,000~~
~~3,530,000,000~~

~~135,343,011~~

~~1,353,430,110~~
~~Capital reduction~~
NT$1,559,219,310
~~-~~

Note 1: Disclose the information for the current fiscal year up to the date of publication of the annual report. Note 2: For a capital increase, specify the date and reference number of the official letter under which the increase was effectively registered (or approved). Note 3: If any stock is issued at less than par value, this should be prominently indicated.

Note 4: If capital is paid in by offsetting monetary claims or technology against the price of shares, please specify, and also note the type and monetary amount of the offset. Note 5: If it is a private placement, the fact that it is a private placement should be prominently indicated.

Note 6: The approval letter, the Letter No. Ministry-of-Economic-Affairs-Commerce-Department-09801295290 received on December 24, 2009. Note 7: The approval letter, the Letter No. Ministry-of-Economic-Affairs-Commerce-Department-10001006860 received on January 12, 2011. Note 7: The approval letter, the Letter No. Ministry-of-Economic-Affairs-Commerce-Department-10001180700 received on August 12, 2011.

Type of Stock and Authorized Capital

Type of Stock and Authorized Capital Type of Stock and Authorized Capital Type of Stock and Authorized Capital Type of Stock and Authorized Capital
April 30,2020 Unit: shares
Type of Stock Authorized Capital Remarks
Outstanding Shares (Note) Unissued Shares Total
Common
Shares
135,343,011 217,656,989 353,000,000 The unissued shares include
5,000,000 stock warrants that
can be used for subscription of
shares

Note: Note whether the stock is stock of a TWSE or TPEx listed company (if it is a company under restrictions with respect to TWSE or TPEx listing/trading, this should be noted).

  • 36 -

4.1.2 Status of Shareholders

April 15,2023 April 15,2023
Shareholder composition Government Foreign institutions and
Financial institutions Other legal entities Individuals Total
Quantity agencies foreign individuals
No. of shareholders 0 0 141 22,084 18 22,234
No. of shares held 0 0 57,443,169 77,264,911 634,931 135,343,011
Shareholding ratio 0% 0% 42.44% 57.09% 0.47% 100%

Note: 1. NT$10 per share.

2. The Company has not issued preferred stock.

4.1.3 Distribution of Shareholding


1.3 Distribution of Shareholding
April 15,2023
Range of no. of shares held No. of shareholders Shareholding (shares) Shareholding (%)
1
to
999
19,846 2,190,600 1.62%
1,000
to
5,000
1,818 3,442,156 2.54%
5,001
to
10,000
223 1,602,449 1.18%
10,001
to
15,000
102 1,084,012 0.80%
15,001
to
20,000
44 709,317 0.53%
20,001
to
30,000
56 1,060,707 0.78%
30,001
to
40,000
29 996,657 0.74%
40,001
to
50,000
18 880,144 0.65%
50,001
to
100,000
39 2,949,407 2.18%
100,001
to
200,000
13 2,115,009 1.56%
200,001
to
400,000
17 4,862,761 3.59%
400,001
to
600,000
13 6,957,577 5.14%
600,001
to
800,000
6 5,576,094 4.12%
800,001
to
1,000,000
2 2,608,000 1.93%
Add additional ranges above 1,000,001, if necessary,
based onactualcircumstances
17 101,195,321 74.77%
Total 22,243 135,343,011 100.00%
  • 37 -

4.1.4 List of Major Shareholders

ist of Major Shareholders
April 15,2023
Shares
Shareholding (shares) Shareholding (%)
Names of majorshareholders
SUNNY LOGISTICS CO., LTD 13,267,000
9.80%
LITER SHUN TRADING CO.MPANY
LIMITED
12,120,000
8.95%
HSIN YUNG INVESTMENT CO., LTD. 10,300,000
7.61%
I SHENG INVESTMENT CO., LTD. 8,987,298
6.64%
SU HAO I 8,438,958
6.23%
SU CHIN YUAN 7,100,692
5.24%
I SHUN INVESTMENT CO., LTD. 6,112,000
4.51%
SU TUNG YUNG 5,820,072
4.30%
SU CHANG SHENG 5,257,993
3.88%
SU TING HUNG 5,230,597
3.86%

4.1.5 Preferred Stock: None

  • 38 -

4.1.6 Market Price, Net Worth, Earnings, and Dividends per Share for the Most Recent 2 Fiscal Years

Item Fiscal year Fiscal year
2021
2022 Current year to March 31 (Note 8)
Market price per
share
(Note 1)
Highest 18.45
22.75

32.40
Lowest 10.65 15..00 28.80
Average 14.18 17.85 30.23
Net worth per
share
(Note2)
Before distribution 10.56 12.48 13.31
After distribution 10.56
12.48

13.31
Earnings per share Weightedaverage shares 134,882,401
134,882,401

134,882,401

Earnings pershare
1.65 1.67 0.25
Dividends per
share
Cashdividends - - -
Stock dividends - - - -
- - - -
Accumulated undistributed dividends
(Note 4)
- - -
Return on
investment
analysis
Price/ earnings ratio (Note 5) 8.59
10.69

120.92
Price/dividendratio (Note 6) - - -
Cash dividendyield(Note 7) - - -

Note 1: List the highest and lowest market price of common shares in each fiscal year and calculate the average market price by weighing transacted prices against transacted volumes in each respective fiscal year.

Note 2: Calculate the net worth per share based on the number of outstanding shares at year�end. Calculate the amount of distribution based on the amount resolved by the board of directors or resolved in the next year's shareholders meeting.

Note 3: If retrospective adjustments are required because of issuance of stock dividends, the earnings per share should be disclosed in the amounts before and after the retrospective adjustments.

Note 4: If equity securities are issued with terms that allow undistributed dividends to be accrued and accumulated until the year the Company makes profit, the amount of cumulative undistributed dividends up until the current year should be disclosed separately.

Note 5: Price / earnings ratio = average closing price per share for the year / earnings per share.

Note 6: Price / dividend ratio = average closing price per share for the year / cash dividends per share. Note 7: Cash dividend yield = cash dividend per share / average closing price per share for the year.

Note 8: Net worth per share and earnings per share are based on audited (auditor-reviewed) data as at the latest quarter before the publication date of the annual report. For all other P. 60 of 93 fields, calculations are based on the data for the current year as of the date of publication of the annual report.

  • 39 -

  • 4.1.7 Dividend Policy and Implementation Status

    • A. Company’s dividend policy and implementation thereof

      • In accordance with the Article 29-1 of the Articles of Incorporation: The Company, when allocating its surplus profits after having paid all taxes and dues, shall first set aside 10% of said profits as legal reserve. Where such legal reserve amounts to the total paid-in capital, this provision shall not apply. The special surplus reserve is proposed or reversed in accordance with the relevant laws and regulations. If there is a balance, and the available distributed surplus calculated from the undistributed surplus at the beginning of the period (including adjustment of the undistributed surplus amount), the Board of Directors proposes a surplus distribution case, which is distributed after the resolution of the shareholders' meeting. The Company’s dividend policy is in line with the expansion of its business scale, taking into account the Company’s capital expenditure and operational turnover requirements. Dividends to shareholders may be distributed in either cash or stock, with the cash dividend not to be less than 10% of the total dividend to shareholders.
    • B. No allotment of shares proposed at the preceding shareholders’ meeting

  • 4.1.8 Effect Upon Business Performance and Earnings Per Share of Any Stock Dividend Distribution Proposed or Adopted at the Most Recent Shareholders’ Meeting: There was no share allotment at the Company’s General Shareholders’ Meeting, so there was no impact.

  • 4.1.9 Compensation of Employees, Directors, and Supervisors

    1. The percentages or ranges with respect to employee, director, and supervisor compensation, as set forth in the Articles of Incorporation: If the Company has gained profits within a fiscal year, not to be less than 3% shall be reserved as the employees’ compensation. The employees' compensation can be obtained by stock or cash, and the object of the employee's compensation is to include the employees of the subordinate company that meet the conditions set by the Board of Directors. The Company may set aside up to 3% of the above-mentioned profit to be reserved as the directors’ and supervisors’ compensation by resolution of the Board of Directors. The distribution of employees’ compensation and directors’ compensation should be reported at the Shareholders’ Meeting. However, in case of the accumulated losses, certain profits shall be reserved to cover them, and the compensation to employees, directors, and supervisors shall be reserved in proportion to the aforementioned amount.

    2. Information of the amount of directors and supervisors compensation approved by the board of directors for distribution: No allotment.

    3. The actual distribution of employee, director, and supervisor compensation for the preceding fiscal year: No allotment.

  • 4.1.10 Repurchase of the Company’s Own Shares: None

  • 4.2 Repurchase of the Company’s Own Shares: None

  • 4.3 Corporate Bonds: None

  • 4.4 Information of Convertible Bond: None

  • 4.5 Information of Exchangeable Bond: None

  • 4.6 Shelf Registration for Issuance of Corporate Bonds: None

  • 4.7 Information about Corporate Bonds with Warrants: None

  • 4.8 Preferred Shares: None

  • 4.9 Information about Preferred Bonds with Warrants: None

  • 4.10 Overseas Depositary Receipts: None

  • 4.11 Employee Share Subscription Warrants: None

  • 4.12 New Restricted Employee Shares: None

  • 4.13 Names and Acquisition and Subscription Status of Managerial Officers Who Have Acquired Employee Share Subscription Warrants and the Top Ten Employees (Ranked by the Number of Subscribe Shares) Who Have Acquired Share Subscription Warrants: None

  • 4.14 Basic Information on Companies That Are Merged or Acquired or Whose Shares Are Acquired by the Company: None

  • 4.15 Financing Plans and Implementation:

  • 4.15.1 Plans Content: None

  • 4.15.2 Status of Implementation: None

  • 40 -

V. Operations Profile

5.1 Business Content

  • 5.1.1 Business Scope

  • Main areas of business operations:

    • (1) Spinning, weaving, processing, buying, selling, bidding, and agency services for natural cotton, Artificial Fiber, and various chemical fibers.

    • (2) Commissioning construction contractors to build commercial buildings and national housing for rent or sale, as well as developing industrial zones approved by the industrial supervisory authority.

    • (3) Import and wholesale of alcoholic drinks.

    • (4) General import and export trade and agency services. (Excluding those that are subject to special approval)

    • (5) IZ06010 Cargoes Packaging.

    • (6) G801010 Warehousing.

  • Revenue distribution:

Total revenue: Logistics center 48.85%, textile fiber 37.45%, trading 13.70%.

  • 5.1.2 Industry Overview:

  • The two warehouse buildings of the first phase constructed by the Company in the Pingzhen Logistics Park have officially entered operation. As the new buildings come into operations, the Company is able to maintain its earnings after-tax.

  • 5.1.3 Research and Development: None

  • 5.1.4 Long-term and Short-term Development

  • The warehouse building to be constructed in the Yangmei Logistics Park is expected to be operational in 2023. In addition to the operations in the logistics business, the Company does not rule out the possibility of developing its trading business to generate higher profits.

5.2 Market and Sales Overview

  • 5.2.1 Market Analysis

  • A. Supply and demand of the market in the future:

    • Due to the high cost of land acquisition in the domestic market, it is not feasible to construct warehouse buildings with the land currently available, as it would not be able to attract customers. However, since the Company acquired its land in earlier years, the construction costs for building new warehouse buildings are significantly lower, providing it with a competitive advantage over its peers in the domestic warehousing and logistics industry.
  • B. Business objectives:

In response to the needs of the domestic market, the Company will focus on its operations on the logistics center as the main trading business to generate more profits as the primary goal.

  • C. Favorable and unfavorable factors in the long term:

  • (1) Negative industry factors

Due to the recent influx of large domestic consortia into the market, many of these consortia have intervened in the logistics industry through real estate roles, causing disruption in the entire market, which is unfavorable to the industry itself.

  • (2) Positive company factors

  • <1> As e-commerce and online shopping continue to experience sustained growth worldwide, there is a strong demand for the storage, handling, and distribution of goods under this borderless procurement model, creating favorable conditions for logistics development.

  • 41 -

    • <2> Development of value-added business and new market exploration.

    • <3> AV stable personnel organization. By providing staff training, we aim to enhance their technical skills and productivity.

    • <4> Maintaining high-quality services as well as lowering the unit production cost.

    • <5> The Company maintains a stable financial policy and structure.

    • <6> Our service portfolio is customer-oriented, with the aim of maximizing our operating profit by remaining flexible and adjusting to meet their need.

  • 5.2.2 A. Production Procedures of Main Products:

  • Major products and their production processes:

Purchase and stock-in operations ──→ Goods stock-out operations ──→ Goods processing operations ──→ Goods distribution operations ──→ Customer message reply ──→ Goods return operations

  • a. Supply status of main materials: Please refer to the major suppliers in the last two fiscal years on the next page for the supply status of raw materials for textiles. Warehousing and logistics is seen as service business, so no raw material supply status is not applicable.

  • 5.2.3 Clients Accounting for 10 percent or More of the Total Procurement (sales) Amount in Either of the Preceding Two Fiscal Years: Sales: A, B, C

    • Purchases: 甲
  • 42 -

Information on Major Customers for the Most Recent 2 Fiscal Years

Unit: NT$ thousands; %


Unit: NT$thousands;%

Unit: NT$thousands;%

Unit: NT$thousands;%

Unit: NT$thousands;%

Unit: NT$thousands;%

Unit: NT$thousands;%

Unit: NT$thousands;%
2021 2022 Up to the first quarter of the current fiscal year
Item Name Amount Percentage of
annual net sales
〔%〕
Relationship with
the issuer
Name Amount Percentage of
annual net sales
〔%〕

Relationship with the
issuer
Name Amount Percentage of net
sales up to the
preceding quarter of
the current fiscal year
〔%〕
Relationship with
the issuer
1 A 130,890
24.42
None A 208,522
36.08
None
A
65,857
46.04

None
2 B 71,454
13.33
None
B
64,084
11.09
None B 15,599
10.90

None
3 C 58,051
10.83
None
C
58,556
10.13
None
C
14,353
10.23

None
11 Others 275,544
51.42
Others 246,797
42.70
Others 47,247
33.03
Net sales 535,939
100.00
Net sales 577,959 100.00 Net sales 143,056
100.00
Information on Major Suppliers for the Most Recent 2 Years
Unit: NT$thousands;%
2021 2022 Up to the first quarter of the current fiscal year
Item
Name Amount Percentage of
annual net sales
〔%〕
Relationship with
the issuer
Name Amount Percentage of
annual net sales
〔%〕
Relationship with
the issuer
Name Amount Percentage of net
purchases up to
the preceding
quarter of the
current fiscal year
〔%〕
Relationship
with the issuer
1 59,744
18.01

None
31,402
10.07

None
None
2 51,238
15.45
3 Others 220,739 66.54 Others 280,366 89.93 Others 68,275 100.00
Netpurchases
331,721

100.00
Netpurchases
311,768

100.00
Netpurchases
68,275

100.00

Note 1: List all suppliers accounting for 10 percent or more of the Company's total procurement amount in the 2 most recent fiscal years and the amounts bought from each and the percentage of total procurement accounted for by each. If the company is prohibited by contract from revealing the name of a supplier, or a trading counterparty is an individual person who is not a related party, it may use a code in place of the actual name.

  • 43 -

5.2.4 Production Volume and Value in the Most Recent Two Fiscal Years

Unit: NT$ thousands

Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands
Fiscal
Year
Output
Main
Products
2021 2022
Capacity Quantity Amount Capacity Quantity Amount
CoveredYarn(KG) 1,889,435
1,889,435
213,147 1,302,890
1,302,890

169,730
Total - KG 1,889,435
1,889,435
213,147 1,302,890 1,302,890
169,730

Note 1: Production capacity refers to the quantity that the Company can produce using existing production facilities in normal operations, after consideration of factors such as necessary suspensions of operations and holidays.

  • Note 2: If there is substitutability in the production of any products, they may be calculated on a consolidated basis, and an explanatory note should be provided.

5.2.5 Sales Volume and Value in the Most Recent Two Fiscal Years

Unit: NT$ thousands

Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands
Year
Sales
Department
2021 2022
Local Export Local Export
Volume Amount Volume Amount Volume Amount Volume Amount
-KG 2,292,258
322,384

14,279

2,299
1,308,110
216,218

19,940

3,828
Logistics Department
-

423,425

-

-

-

589,950

-

-
Other Business
Department
-
118,709

-

-

-

37,704

-

-
Total ,292,258 864,518 14,279
2,299

1,308,110

543,672

19,940

3,828

5.3 Employee Statistics

March 31, 2023

March 31,
Fiscal year 2021 2022 As of March 31 of the
currentfiscalyear
Numb
er of
emplo
yees
Technician 50 70 72
Officer 28 26 26
Employee 6 6 6
Total 84 102 104
Average age 41.1 45.2. 45.1
Average years ofservice 12.7 13.1 13.1
Educat
ion
distrib
ution
percen
tage
(%)
Ph.D. -
Master’s degree 2 2 2
College 52 62 62
Senior highschool 27 34 34
Below senior high
school
3 4 4
  • 44 -

5.4 Environmental Protection Expenditure:

  • 5.4.1 Any Losses suffered in the Most Recent Two Fiscal Years Due to Environmental Pollution: None

  • 5.4.2 Countermeasures:

The Company has always been proactive in maintaining and creating a safe and comfortable working environment, and we continuously strengthen our efforts to promote environmental protection and hygiene through information and inspections.

5.5 Collective Bargaining Agreement Status:

  • 5.5.1 Employee welfare policy, retirement system, and important collective bargaining agreement:

  • Work environment and protection for the physical safety of workers:

    • (1) Smoking is prohibited in the plant.

    • (2) Forklift drivers must have a certificate of completion template issued by a qualified training institution.

    • (3) Pumping equipment should be with residual current circuit breaker.

  • Employee welfare policy:

    • The Company has an Employee Welfare Committee, which provides various benefits to employees in accordance with relevant regulations, including marriage subsidy, medical emergency and funeral assistance, holiday bonus, and travel allowance.
  • Retirement system and implementation status:

    • (1) The Company has established employee retirement procedures in accordance with the Labor Standards Act and has set up Supervisory Committee of Business Entities’ Labor Retirement Reserve to carry out retirement-related matters for employees.

    • (2) Employers shall appropriate labor pension reserve funds at a certain ratio of the total monthly wages of their employees and deposit such amount in a designated account covered by the Labor Standards Act.

    • (3) Employers shall on a monthly basis contribute labor pension funds to individual labor pension accounts at the Bureau of Labor Insurance for employees covered by the Enforcement Rules of the Labor Pension Act starting from 07/01/2005.

  • 5.5.2 Any Losses Suffered Due to Labor Dispute in the Most Recent Two Fiscal Years, Current or Future Potential Losses or Countermeasures: None

5.6 Important Contracts: None

  • 45 -

VI. Financial Information

6.1 Condensed Balance Sheet, Statement of Comprehensive Income Condensed Balance Sheet for the Past Five Years and Audit Opinion from CPAs

6.1.1 Condensed Balance Sheet and Statement of Comprehensive Income Condensed Balance Sheet

(1) Condensed Balance Sheet

Unit: NT$ thousands

Fiscal year
Item
Fiscal year
Item
Financial information for MostRecent 5Fiscal Years Financial information for MostRecent 5Fiscal Years Financial information for MostRecent 5Fiscal Years Financial information for MostRecent 5Fiscal Years Financial information for MostRecent 5Fiscal Years Financial
information as of
March 31 of the
currentfiscalyear
2018
2019

2020

2021

2022
Current asset 745,405 656,357 642,919 731,367 595,350 558,195
Property, plant and
equipment
2,806,944
3,194,478

3,608,543

4,044,550

4,409,349

4,428,058
Intangible assets 0 0 0 0 0 0
Otherassets 1,415,180 1,422,402
1,438,764

1,421,641

1,500,845
1,593,679
Totalassets 4,967,529 5,273,237 5,690,226 6,397,558 6,505,504
6,579,932
Current
liabilities
Before
distributio
n
3,660,743
4,012,969

1,438,764

1,499,357

1,578,435

2,371,162
After
distributio
n
3,660,743
4,012,969

1,438,764

1,499,357

1,578,435

2,371,162
Non-currentliabilities 555,668 449,873 1,126,912
3,719,035
3,588,982
2,767,213
Total liabilities Before
distributio
n
4,216,411
4,462,842

4,901,281

5,218,392

5,167,417

5,138,375
After
distributio
n
4,216,411
4,462,842

4,901,281

5,218,392

5,167,417

5,138,375
Equity attributable to
owners of the parent
company
1,111,916
1,162,584

1,161,199

1,429,061

1,689,249

1,800,769
Share capital 1,353,430 1,353,430 1,353,430 1,353,430 1,353,430 1,353,430
Capitalsurplus 701
701

701

701

701

701
Retained
earnings
Before
distributio
n
(790,833)
(794,444)

(833,657)

(614,008)

(390,514)

(356,069)
After
distributio
n
(790,833)
(794,444)

(833,657)

(614,008)

(390,514)

(356,069)
649,781
688,938
725,632
802,707
Treasury shares (9,056) (9,056) (9,056) 0 0 0
Non-controllinginterests (360,798) (352,189) (372,254) (249,895) (351,122) (359,212)
Total equity Before
distributio
n
751,118
810,395

788,945

1,179,166

1,338,127

1,441,557
After
distributio
n
751,118
810,395

788,945

1,179,166

1,338,127

1,441,557

* A company that has compiled parent company only financial statements shall also compile parent company only condensed balance sheets and statements of comprehensive income for the most recent 5 fiscal years. * A company that has adopted the International Financial Reporting Standards for its financial information for less than 5 fiscal years shall additionally prepare Table (2) below presenting its financial information under the Enterprise Accounting Standards of the R.O.C.

  • 46 -

(2) Condensed Statement of Comprehensive Income

Unit: NT$ thousands

Fiscal year
Item
Fiscal year
Item
Financial Information for Most Recent 5 Fiscal Years Financial Information for Most Recent 5 Fiscal Years Financial Information for Most Recent 5 Fiscal Years Financial Information for Most Recent 5 Fiscal Years Financial Information for Most Recent 5 Fiscal Years Financial information as
of March 31 of the
current fiscal year
2018
2019

2020

2021

2022
OperatingRevenue 1,128,161
703,856
569,401
866,817
847,500 166,277
GrossProfit (14,001) 184,365 155,378 257,020 346,069 82,779
OperatingIncome (202,439) 100,823 90,736 182,094
245,829
56,778
Non-operating income and
expenses
(387,375)
(91,377)

(138,651)

32,529

(99,364)

(29,024)
Profit beforeincome tax (589,814) 9,446 (47,915) 214,623 146,465 27,754
Net income for the period
fromcontinuing operations
(599,160)
703,856

(46,934)

206,755

143,013

27,754
Loss from discontinued
operations
(11,688)
184,365

(11,803)

(2,621)

0

0
Net income (loss) for the
period
(610,848)
100,823

(58,737)

204,134

143,013

27,997
Other comprehensive
income (loss) for the period
(net of IncomeTax)
954,485
(91,377)

40,297

32,312

22,398

75,433
Total comprehensive
income for the period
343,637
71,317

(18,440)

236,446

165,411

103,430
Net income attributable to
owners of parent
(320,217)
2,194

(38,981)

222,187

225,446

34,443
Net income (loss)
attributable to non-
controlling interests
(290,631)
659

(19,756)

(18,053)

(82,433)

(6,448)
Total comprehensive
income attributable to
owners ofparent
204,405
50,668

(1,385)

260,123

260,188

111,520
Total comprehensive
income, attributable to non-
controllinginterests
139,232
20,649

(17,055)

(23,677)

(94,777)

(8,090)
Earningsper share (2.38) 0.02
(0.29)
1.65
1.67

0.25
1.
  • 47 -

(3) Concise Individual Balance Sheet

Unit: NT$ thousands


Unit: NT$thousands

Unit: NT$thousands

Unit: NT$thousands

Unit: NT$thousands

Unit: NT$thousands
Year
Item
Financial analysisfor thePast FiveYears
2018 2019 2020 2021 2022
Current assets 1,495,388 1,392,128 1,282,210 1,329,508 1,350,452
Property, plant and equipment 2,939,408 3,333,876 3,752,572
4,095,153
4,260,576
Intangible assets -
-

-

-

-
Otherassets 849,380 860,751
901,434

935,137
1,065,622
Total assets 5,284,176 5,586,755 5,936,216 6,359,798 6,676,650
Current liabilities Before distribution 2,409,339 2,824,543 2,578,676 298,079 383,034
Afterdistribution 2,409,339 2,824,543 2,578,676 298,079 383,034
Non-current liabilities 1,762,921
1,599,628
2,196,341
4,632,658
4,604,367
Total liabilities Before distribution 4,172,260 4,424,171
4,775,017
4,930,737 4,987,401
Afterdistribution 4,172,260 4,424,171
4,775,017
4,930,737 4,987,401
Capital 1,353,430 1,353,430 1,353,430 1,353,430 1,353,430
Capital reserve 701
701

701

701

701
Retained earnings Before distribution (790,833) (794,444) (833,657) (614,008) (390,514)
Afterdistribution (790,833) (794,444) (833,657) (614,008) (390,514)
Other interests 557,674
611,953
649,7813 688,938 725,632
Treasury stock (9,056) (9,056) (9,056) 0 0
Total equity Before distribution 1,111,916 1,162,584
1,161,199
1,429,061
1,689,249
After distribution 1,111,916
1,162,584

1,161,199

1,429,061

1,689,249

A company that has compiled parent company only financial statements shall also compile parent company only condensed balance sheets and statements of comprehensive income for the most recent 5 fiscal years. A company that has adopted the International Financial Reporting Standards for its financial information for less than 5 fiscal years shall additionally prepare Table (2) below presenting its financial information under the Enterprise Accounting Standards of the R.O.C.

(4) Condensed Individual Income Statement

Unit: NT$ thousands


Unit: NT$ thousands

Unit: NT$ thousands

Unit: NT$ thousands

Unit: NT$ thousands

Unit: NT$ thousands
Year
Item
FinancialanalysisforthePastFiveYears
2018 2019 2020 2021 2022
Operatingrevenue 556,059 442,850 435,223 532,014 579,959
Operatingmargin 77,135 103,238 142,071 189,055 266,191
Operatingincome 43,711 62,993 103,347 148,594 224,830
Non-operating income
and expenses
(351,584) (56,450) (131,037) 76,212 616
Netprofit after tax (307,873) 6,543 (27,690) 224,806 225,446
Loss of suspended
business unit
(11,688) (4,494) (11,803) (2,621) 0
Netincome (loss) (320,217) 2,194 (38,981) 222,187 225,446
Other
comprehensive
income,net oftax
524,622 48,474 37,596 37,936 34,742
Total comprehensive
income
204,405 50,668 (1,385) 260,123 260,188
Earningsper share (2.38) 0.02 (0.29) 1.65 1.67

A company that has compiled parent company only financial statements shall also compile parent company only condensed balance sheets and statements of comprehensive income for the most recent 5 fiscal years. A company that has adopted the International Financial Reporting Standards for its financial information for less than 5 fiscal years shall additionally prepare Table (2) below presenting its financial information under the Enterprise Accounting Standards of the R.O.C.

  • 48 -

(3) Auditors’ Opinions from 2018 to 2023

Year
2018 2019 2020 2021 2022
CHIU CHI SHENG CHIU CHI SHENG CHEN KUEI MEI CHEN KUEI MEI CHEN KUEI MEI
CHEN KUEI MEI CHEN KUEI MEI CHIU CHI SHENG WANG WU CHANG WANG WU CHANG
Unqualified opinion Unqualified opinion Unqualified opinion Unqualified opinion Unqualified opinion

2. Five-Year Financial Analysis

(1) Financial Analysis-Based on IFRS

Item Fiscal year Fiscal year Financial Information fortheMostRecent 5Years Financial Information fortheMostRecent 5Years Financial Information fortheMostRecent 5Years Financial Information fortheMostRecent 5Years Financial Information fortheMostRecent 5Years As of March 31 of the
current fiscal year
2018 2019 2020 2021 2022
Financi
al
structur
e (%)
Debt to assetsratio 84.88 84.63 86.14
81.57
79.43 78.09
Ratio of long-term capital toproperty, plant
and equipment
23.52
20.23

35.24

86.24

84.05

84.66
Solven
cy (%)
Currentratio 20.36 16.35 17.54
48.77
37.71
23.54
Quick ratio 15.18 12.63 15.21
44.64

33.96
21.02
Timesinterest earned -
105.13
26.51
336.46
255.17 175.98
Operati
ng
perfor
mance
Accountsreceivable turnover(times) 7.72
4.49
3.33 4.15 4.20 1.02
Average collectiondays 47.27 81.29 109.60 87.95 86.90 88.23
Inventory turnover(times) 4018 3.25 3.72
8.73
8.64
1.53
Accounts payable turnover(times) 3.06 3.11
4.25
4.81
4.40
1.00
Average daysinsales 87.32
112.30
98.11
41.80
42.24
58.82
Property, plant and equipment (times) 0.29 0.16 0.12
0.16
0.15 0.03
Totalasset turnover(times) 0.22
0.13
0.10 0.13 0.13 0.02
Profitab
ility
Returnontotalassets (%) (11.38) 1.93 0.41
4.86
3.64
0.98
Return on equity (%) (107.89) 0.36 (7.34) 20.74
11.36
2.01
Ratio of income before tax to paid-in capital
(%)
(44.44)
0.36

(4.41)

15.66

10.82

2.05
Net profitmargin(%) (54.14) 0.40 (10.31) 23.54
16.87
16.84
Earnings pershare (NT$) (2.38) 0.02
(0.29)
1.65 1.67 0.25
Cash
flow
Cash flowratio (%) -
-

5.30
16.54 20.61
3.15
Cash flow adequacyratio (%) -
-

-

-
17.33 39.16
Cash reinvestmentratio (%) -
-

10.23
5.06 6.61
1.77
Levera
ge
Operating leverage (0.31)
4.31

4.69

3.63

2.71

1.38
Financial leverage -
-23.21

9.57

1.96
1.62
2.80
  • 49 -

(2) Consolidated Financial Analysis – Based on IFRSs


Item
Year Financial AnalysisforthePastFiveYears Financial AnalysisforthePastFiveYears Financial AnalysisforthePastFiveYears Financial AnalysisforthePastFiveYears Financial AnalysisforthePastFiveYears
2018 2019 2020 2021 2022
Financial
structure (%)
DebtRatio 78.96 79.19 80.44
77.53
74.70
Ratio of long-term
capitalto fixed assets
42.76
34.87

46.13

109.99

107.71
Solvency (%) Currentratio 62.07 62.07 49.72
446.03
352.57

Quick ratio
57.76 47.38 48.79 442.99 350.56

Interest earned ratio
(times)
-
1.05

-

6.94

5.83
Operating
performance
Accounts receivable
turnover(times)
7.87
5.98

6.72

7.81

8.75
Average collection
period
46.38
61.04

54.32

46.73

41.01
Inventory turnover
(times)
3.68
4.82

9.27

26.95

46.54
Accounts payable
turnover(times)
5.76
6.54

7.20

10.22

11.28
Average daysinsales 99.18 75.73 39.37 13.54
7.84
Property, plant and
equipmentturnover
(times)
0.19
0.13

0.12

0.13

0.14
Total assets turnover
(times)
0.11
0.08

0.07

0.08

0.09
Profitability Return on total assets
(%)
(5.70)
0.74

(0.10)

4.22

4.17
Return on
stockholders’ equity
(%)
(32.41)
0.19

(3.35)

17.16

16.66
Pre-tax income to
paid-incapital(%)
(23.61)
0.15

(2.92)

16.42

16.66
Profitratio (%) (57.59) 0.50 (8.96) 41.76 39.01
Earnings per share
(NT$)
(2.38)
0.02

(0.29)

1.65

1.67
Cash flow Cash flowratio (%) -
5.89
4.44
70.62

83.25
Cash flow adequacy
ratio (%)
-
-

17.23

27.56

49.87
Cash reinvestment
ratio (%)
-
4.46

3.41

3.47

5.07
Leverage Operatingleverage 2.89 2.55 2.08 1.88 1.73
Financial leverage -3.53 2.54
1.47
1.33 1.26
Analysis of financial ratio differences for the last two years. (Not required if the difference does not exceed 20%)
1. Current ratio, quick ratio: mainly due to the decrease in bank deposits.
2. Inventory turnover rate (times), days sales outstanding: mainly due to the decrease in cost of sales.
3. Cash flow adequacy ratio (%): mainly due to the increase in cash inflow from operations.
4. Cash reinvestment ratio(%): mainlydue to the increase in net cash inflow from operatingactivities.
  • 50 -

Audit Committee’s Report for the Annual Report for the Most Recent Year

Lily Logistics Development Co., Ltd. Audit Committee’s Review Report

The Board of Directors has prepared and submitted to the undersigned, Audit Committee of Lily Logistics Development Co., Ltd. 2022 Business Report and Profits and Deficit Compensation. The Consolidated Financial Statements and Parent Company Only Financial Reports have been duty audited by Certified Public Accountants CHEN KUEI MEI and WANG WU CHANG of Crown (TW) CPAs. The above Business Report, Profits and Deficit Compensation, Consolidated Financial Statements, Parent Company Only Financial Reports have been examined and determined to be correct and accurate by the undersigned. This Report is duly submitted in accordance with Securities and Exchange Law and the Company Law.

Lily Logistics Development Co., Ltd. The Audit Committee, Chairman: CHIEN HUA YUEH

Member: SU TING Member: LIEN SAN HO

March 20, 2023

  • 51 -

6.4 Financial Statements for the Most Recent Fiscal Year

Lily Logistics Development Co., Ltd. and its Subsidiaries

Affidavit

December 31, 2022

In 2022 (from January 1, 2022 to December 31, 2022), the companies that should be included in the consolidated financial reports of affiliated companies based on "Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises" and the companies that should be included in the consolidated financial reports of subsidiaries based on the International Financial Reporting Standards 10. The related information that should be disclosed in the consolidated financial statements of affiliated companies are also already disclosed in the consolidated financial reports for subsidiaries, so that the consolidated financial statements of affiliated companies would not be published separately.

Very truly yours,

Company Name: Lily Logistics Development Co., Ltd.

Person in-charge: Su, Tung-Rong

March 13, 2023

- 52 -

Independent Auditor’s Report

To: Lily Logistics Development Co., Ltd.

Opinion

Lily Logistics Development Co., Ltd. and its subsidiaries’ balance sheet for December 31 of 2022 and 2021, the comprehensive income statement, the parent company only statement of changes of equity, and the cash flow statement from January 1 to December 31 of 2022 and 2021 and the notes to the financial statements (including the summary of major accounting policies) have been audited by the Auditor of the Firm.

According to the opinions of the Auditor, the above-mentioned financial statements are prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers in all material aspects, which are sufficient to express the financial status of Lily Logistics Development Co., Ltd. and its subsidiaries on December 31, 2022 and 2021, and parent company only financial performance and parent company only cash flow from January 1 to December 31 in 2022 and 2021.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Lily Logistics Development Co., Ltd. (the Company) and its subsidiaries in accordance with the Professional Ethics for Certified Public Accountants of the Republic of China and we have fulfilled our other ethical responsibilities in accordance with these requirements. The Auditor believes that sufficient and appropriate audit evidence has been obtained as a basis for expressing audit opinion.

Key Audit Matters

Key audit issues are those that, in our professional judgment, were of utmost significance in our audit of the consolidated financial statements of the Company and its subsidiaries for the year 2022. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

The key audit items of Lily Logistics Development Co., Ltd. and its subsidiaries' financial statements in 2022 are as follows:

Impairment of accounts receivable

Please refer to Notes (4)7, (6)5 and (7) of the financial statement for relevant disclosures on impairment of receivables.

For Lily Logistics Development Co., Ltd. and its subsidiaries’ receivables (including related parties) on December 31, 2022, the impairment was recognized by the management level via various external evidence evaluations. Since it involves the judgment of the management level, it is listed as the key items to be verified by the Auditor when reviewing the financial statement.

The major audit procedures performed by the Auditor in response to the above key audit matters include:

  1. Obtain the aging analysis table of accounts receivable, calculate the aging interval, and audit the original documents to verify that the accounts receivable have been listed in the appropriate period in the aging analysis table; and select the sample and send the letter for confirmation.

  2. Review historical collection records, industrial economic conditions, and customer credit risk information, and test the collection situation after the period to evaluate the rationality of the Company’s allowance for impairment and impairment loss of receivables.

  3. Obtain the evaluation document for the impairment of accounts receivable, confirm whether it

- 53 -

complies with the Company's accounting policies, and review whether the management level's disclosure of the allowance for accounts receivable is appropriate.

Miscellaneous

Lily Logistics Development Co., Ltd. has prepared the parent company only financial reports for the 2022 and 2021, and the audit report issued by the Auditor with unqualified opinions has been issued for reference.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by the Securities Issuers and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the ability of the Company to continue as a going concern, disclosing, as applicable, matters related to a going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations or has no realistic alternative but to do so.

The governing unit of Lily Logistics Development Co., Ltd. and its subsidiaries are responsible for supervising the financial reporting process.

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with auditing standards in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  1. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  2. Obtain an understanding of the internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s and its subsidiaries’ internal control.

  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  4. Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether or not a material uncertainty exists related to events or conditions that may cast a significant doubt on the Company's and its subsidiaries’ ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company and its subsidiaries to cease to

- 54 -

continue as a going concern.

  1. Evaluate the overall presentation, structure and content of the consolidated financial statements, including the accompanying notes, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  2. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group of the Company to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

The planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year 2022, and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Crowe Global Accountants:

Accountants:

License Number: Jin Guan Zheng Shen Zi No. 10200032833

March 13, 2023

- 55 -

Lily Logistics Development Co., Ltd. and its Subsidiaries

Consolidated Balance Sheet

December 31, 2022 and 2021

Unit: NT$1,000

Code
11xx
1100
1110
1120
1150
1160
1170
1180
1200
1210
1220
1310
1320
1410
1476
15xx
1517
1550
1600
1755
1760
1840
1900
1xxx

Assets
Current assets
Cash and cash equivalents (Note (6)1)
Financial assets measured at fair value through
profit or loss - Current (Note (6)2)
Financial assets measured at fair value through
other profit or loss - Current (Note (6)3)
Notes receivable, net (Note (6)4)
Notes receivable, net of related parties (Note (7))
Accounts receivable, net (Note (6)5)
Accounts receivable, net of related parties (Note
(7))
Other receivables (Note (6)6)
Other receivable, related parties (Note (7))
Current tax assets
Accounts receivable, net (Note (6)7)
Real estate and construction land (Note (6)8)
Prepayments
Other financial assets - current (Notes (6)10 and
(8))
Non-current assets
Financial assets measured at fair value through
other profit or loss - Non-current (Note (6)3)
Investments Accounted for Using Equity Method
(Note (6)11)
Property, plant and equipment (Notes (6)12) and
(8)
Right-of-use assets (Note (6)13)
Investment property (Notes (6)14 and (8))
Deferred income tax assets (Note (6)31)
Other non-current assets (Note (6)15)
Total liabilities and equity
December 31, 2022
%
9
2
-
-
-
-
2
-
1
-
-
1
-
-
3
91
2
6
68
-
14
-
1
100
December 31, 2021
Amount
$ 595,350
132,941
4,763
5,824
7,335
24,202
134,242
3,624
27,602
5,897
762
51,396
4,918
5,300
186,544
5,910,194
153,246
386,802
4,409,349
7,917
906,251
2,980
43,649
$ 6,505,544
Amount
$ 731,367
171,216
6,217
6,003
26,324
12,546
192,475
2,781
38,964
15,459
841
54,785
4,918
17,841
180,997
5,666,191
125,536
338,791
4,244,550
1,173
926,061
3,250
26,830
$ 6,397,558
%
11
3
-
-
-
-
3
-
1
-
-
1
-
-
3
89
2
5
66
-
15
-
1
100

(Continued to next page)

- 56 -

(Contd.)

Code
21xx
2100
2130
2150
2160
2170
2180
2200
2220
2230
2250
2280
2320
2399
25xx
2540
2570
2580
2640
2670
2xxx
31xx
3100
3200
3300
3350
3400
3410
3420
3460
3500
36xx
3xxx

Financial liabilities and equity
Current liabilities
Short-term loans (Note (6)16)
Contract liabilities - current (Note (6)26)
Notes payable
Notes payable-Related parties (Note (7))
Accounts payable
Accounts payable-Related parties (Note (7))
Other payables
Other payables-Related parties (Note (7))
Tax liability
Contract liabilities - current (Note (6)17)
Lease liabilities - current (Note (6)13)
Long-term liabilities due within one year or within
one business cycle (Note (6)18)
Other current liabilities-Others
Non-current liabilities
Long-term loans (Note (6)18)
Deferred income tax liabilities (Note (6)31)
Lease liabilities - Non-current (Note (6)13)
Net defined benefit liability - Non-current (6)19)
Other non-current liabilities-Others
Total liabilities
Equity
Equity attributable to the parent
Capital (Note (6)20)
Capital surplus (Note (6)21)
Retained earnings (Note (6)22)
Accumulated deficit
Other equity (Note (6)23)
Exchange differences on translation of foreign
operations
Unrealized gain or loss on financial assets
measured at fair value through other
comprehensive income
Real estate revaluation appreciation
Treasury stock (Note (6)24)
Other non-controlling equity (Note (6)25)
Total equity
Total Liabilities and Equity
December 31, 2022
%
24
8
-
-
-
1
-
4
9
-
-
-
2
-
55
48
6
-
-
1
79
26
21
-
(6)
(6)
11
1
2
8
-
(5)
21
100
December 31, 2021
Amount
$1,578,435
531,400
1,818
15,657
213
67,621
2,198
239,077
563,961
3,134
3,018
3,124
146,723
491
3,588,982
3,129,710
370,231
4,819
17,256
66,966
5,167,417
1,689,249
1,353,430
701
(390,514)
(390,514)
725,632
83,624
138,376
503,632
-
(351,122)
1,338,127
$6,505,544
Amount
$1,499,357
448,060
3,206
15,442
100
124,401
2,158
211,683
513,025
8,113
2,736
1,197
168,819
417
3,719,035
3,280,289
370,231
-
16,708
51,807
5,218,392
1,429,061
1,353,430
701
(614,008)
(614,008)
688,938
98,839
86,467
503,632
-
(249,895)
1,179,166
$6,397,558
%
24
7
-
-
-
2
-
4
8
-
-
-
3
-
58
51
6
-
-
1
82
22
21
-
(10)
(10)
11
2
1
8
-
(4)
18
100

(The notes attached to the financial statements constitute a part of this parent company only financial statements)

Managerial officers:

Chairman:

Head-Finance & Accounting:

- 57 -

Lily Logistics Development Co., Ltd. and its Subsidiaries Consolidated Statement of Comprehensive Income January 1 to December 31, 2022 and 2021

Unit: NT$1,000

Code
Items
2022
2021
Amount
%
Amount

4000
Net operating revenue (Note (6)26)
$ 847,500
100
$ 866,817
100
5000
Operating costs
( 501,431)
( 59)
( 609,797)
( 70)
5900
Gross profit
346,069
41
257,020
30
6000
Operating expenses
( 100,240)
( 12)
( 74,926)
( 9)
6100
Sales and marketing expenses
( 18,120)
( 2)
( 17,082)
( 2)
6200
General and administrative expenses
( 69,563)
( 8)
( 57,762)
( 7)
6450
Expected loss on credit impairment (Note (6)5)
( 12,557)
( 2)
( 82)
-
6900
Operating income
245,829
29
182,094
21
7000
Non-operating income and expenses
( 99,364)
( 12)
32,529
4
7100
Interest income
5,065
-
4,583
-
7010
Operating revenue (Note (6)28)
5,212
1
5,436
1
7020
Other gains and losses (Note (6)29)
( 25,950)
( 3)
( 35,808)
( 4)
7050
Finance costs (Note (6)30)
( 94,387)
( 11)
( 89,656)
( 10)
7070
Profit and loss of subsidiaries, associates and
joint ventures recognized by using equity
method (Note (6)11)
10,696
1
147,974
17
7900
Income before income tax
146,465
17
214,623
25
7950
Income tax expense (Note (6)31)
( 3,452)
-
( 7,868)
( 1)
8000
Profit of (loss) for the period from continuing
operations
143,013
17
206,755
24
8100
Loss from discontinued operations, net of tax
(Note (6)9)
-
-
( 2,621)
-
8200
Net income
143,013
17
204,134
24
Other comprehensive income (loss) of the current
period (Note (6)32)
8310
Not to be reclassified to profit or loss in
subsequent periods
8311
Remeasurements of defined benefit plans (Note
(6)19)
( 1,952)
-
( 1,221)
-
8316
Unrealized gains (losses) from investments in
equity instruments measured at fair value
through other comprehensive income
14,583
2
1,976
-
8326
Unrealized gains (losses) from investments in
equity instruments measured at fair value
through other comprehensive income
(Note (6)11)
37,326
4
44,113
5
8360
To be reclassified to profit or loss in subsequent
periods
8361
Exchange differences on translation of foreign
operations
( 27,559)
( 3)
( 12,556)
( 2)
8300
Net of other comprehensive income of the
current period
22,398
3
32,312
3
8500
Total comprehensive income
$ 165,411
20
$ 236,446
27
8600
Net profit (loss) attributable to:
8610
Shareholders of the parent company
$ 225,446
$ 222,187
8620
Non-controlling interests
( 82,433)
( 18,053)

$ 143,013
$ 204,134
8700
Comprehensive income attributable to:
8710
Shareholders of the parent company
$ 260,188
$ 260,123
8720
Non-controlling interests
( 94,777)
( 23,677)

$ 165,411
$ 236,446
Basic earnings per share (NT$) (Note (6)33)
9710
Profit of (loss) from continuing operations
$ 1.67
$ 1.67
9720
Net profit or loss from discontinued operation
-
( 0.02)
9750
Basic earnings per share (NT$)
$1.67
$1.65
(The notes attached to the financial statements constitute a part of this parent company only financial statements)
Chairman:
Managerial officers:
Head-Finance & Accounting:
2021
100
( 70)
30
( 9)
( 2)
( 7)
-
21
4
-
1
( 4)
( 10)
17
25
( 1)
24
-
24
-
-
5
( 2)
3
27
- 58 -

Lily Logistics Development Co., Ltd. and its Subsidiaries

Consolidated Statement of Changes in Equity

January 1 to December 31, 2022 and 2021

Unit: NT$1,000

Equity attributable to the parent

Equity attributable to the parent Equity attributable to the parent Equity attributable to the parent Unit: NT$1,000
Items Common stock Capital surplus Retained
earnings
Other Components of Equity Treasury stock Total equity
attributable to the
parent
Non-controlling
interests
Total Equity
Unappropriated
earnings
(accumulated
deficit)
Exchange
differences on
translation of
foreign
operations
Unrealized gain
or loss on
financial assets
measured at fair
value through
other
comprehensive
income
Real estate
revaluation
appreciation
$ 1,353,430
-

-
-
$ 701
-
-
-
($ 833,657)
222,187
( 1,221)
( 1,317)
$ 105,771
-
( 6,932)
-
$ 40,378
-
46,089
-
$ 503,632
-
-
-
($ 9,056)
-
-
9,056
$ 1,161,199
222,187
37,936
7,739
($ 372,254)
( 18,053)
( 5,624)
146,036
$ 788,945
204,134
32,312
153,775

1,353,430
-

-

-
701
-
-
-
( 614,008)
225,446
( 1,952)
-
98,839
-
( 15,215)
-
86,467
-
51,909
-
503,632
-
-
-
-
-
-
-
1,429,061
225,446
34,742
-
( 249,895)
( 82,433)
( 12,344)
( 6,450)
1,179,166
143,013
22,398
( 6,450)

Chairman:

(The notes attached to the financial statements constitute a part of this parent company only financial statements) Managerial officers: Head-Finance & Accounting:

Head-Finance & Accounting:

- 59 -

Lily Logistics Development Co., Ltd. and its Subsidiaries

Consolidated Statement of Cash Flows January 1 to December 31, 2022 and 2021

Items
Cash flows from operating activities:
Net profit before tax from continuing operations
Net profit before tax from discontinuing operations
Income before income tax
Net income before tax
Adjustments to reconcile profit (loss) not affected
Depreciation
Amortization expenses
Expected loss on credit impairment
Financial asset loss measured at fair value through profit or
loss
Interest expense
Interest income
Dividend income
Share of the profit of associates and joint ventures
accounted for using the equity method
Loss on disposal of property, plant and equipment (gain)
Loss of investments disposed of
Loss of investment real estate adjusted by fair value
Changes in current assets and liabilities related to operating
activities
Decrease of notes receivable
Notes receivable - Increase of related parties
Decrease (increase) of accounts receivable
Accounts receivable-Decrease (increase) of related parties
Decrease of other receivables
Other accounts receivable - Decrease of related parties
Decrease of inventory
Decrease of prepayments
Decrease of other current assets
Other financial assets - (Increase) decrease of current
Decrease of contract liabilities
Increase (decrease) of notes payable
Notes payable-Increase (decrease) of related parties
Increase (decrease) of accounts payable
Accounts payable - Increase of related parties
Increase of other payables
Allowance for liabilities - Increase in flow
Increase (decrease) of other current liabilities
Decrease of confirmed benefit debt
Cash flow generated from operating activities
Interest received
Dividends received
Interest paid
Income tax (paid) returned
Inflow of net cash used in operating activities
2022
$ 146,465
-
146,465
88,488
9,458
12,557
114
94,387
( 5,065)
( 1,534)
( 10,696)
-
1,228
38,054
18,989
( 11,656)
43,627
969
11,699
9,562
3,389
14,183
-
( 5,547)
( 1,388)
215
113
( 56,780)
40
16,214
282
74
( 1,404)
416,037
4,611
1,534
( 88,657)
( 8,082)
325,443
Unit: NT$1,000
2021
$ 214,623
( 2,621)
212,002
68,962
7,234
82
1,839
89,656
( 4,583)
( 1,697)
( 147,974)
( 1,205)
2,034
46,272
3,928
( 1,589)
( 52,062)
( 2,349)
4,680
1,291
20,207
4,896
78
582
( 995)
( 4,667)
( 819)
36,124
20
53,593
322
( 141)
( 770)
334,951
4,789
1,697
( 93,907)
563
248,093

(Continued to next page)

- 60 -

(Contd.)

Items
Cash flows from investing activities:
Acquisition of financial assets measured at fair value through
other comprehensive income
Acquired financial asset measured at fair value through profit or
loss
Financial asset disposed of measured at fair value through profit
or loss
Disposal of investments accounted for under the equity method
Disposal of subsidiary
Acquisition of property, plant and equipment
Decrease (increase) in refundable deposits
Acquisition of investment property
Decrease of collections
Increase of other non-current assets
Increase of prepaid of equipment
Net cash used in investing activities
Cash flows from financing activities:
Increase (decrease) of short-term loans
Increase in long-term loans
Decrease in long-term loans
Decrease of guarantee deposits
Other payables - Increase of related parties
Repayment of principal of lease liabilities
Changes in non-controlling interests
Net cash generated by (used in) financing activities
Effect of exchange rate changes on cash and cash equivalents
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
2022
($ 12,948)
( 2,354)
2,467
10
-
( 240,826)
( 600)
( 1,508)
-
( 5,704)
(25,921)
(287,384)
83,340
-
( 172,675)
15,159
50,936
( 2,696)
(6,450)
(32,386)
(43,948)
( 38,275)
171,216
$ 132,941
2021
($ 4,037)
( 18,872)
25,059
837
( 8,093)
( 282,913)
2,490
( 2,210)
600
( 1,704)
(93,006)
(381,849)
( 2,410,921)
2,584,321
-
25,371
36,946
( 3,165)
-
232,552
(21,184)
77,612
93,604
$ 171,216

(The notes attached to the financial statements constitute a part of this parent company only financial statements)

Managerial officers:

Head-Finance & Accounting:

Chairman:

- 61 -

Lily Logistics Development Co., Ltd. and its Subsidiaries

Notes to Consolidated Financial Statements

January 1 to December 31, 2022 and 2021

(Expressed in NT$1,000 unless Otherwise Stated)

(I) Company History

Lily Logistics Development Co., Ltd. (hereinafter referred to as the Company) was founded on November 25, 1972 and originally named as Lili Textile Co., Ltd. which was changed its present name in July 2022. The business originally operated by the Company included spinning, weaving, processing, trading, bidding and agency business of natural cotton, man-made fibers and various chemical fibers, In response to industrial transformation and economic development trends, the Company determined to discontinue the production business of the cotton spinning factory in March 2017. The factory was rebuilt and developed into a logistics center. The current major business of the Company includes warehouse leasing and tallying, and the trading, bidding and agency business of various products of raw cotton materials are retained as supplementary business. Please refer to Note (4)3(2) for the major operating activities of the Company and its subsidiaries (hereinafter referred to as the "Group"). In addition, the Company has no ultimate parent company.

The consolidated financial statements are presented in New Taiwan dollars, which is the Company's functional currency.

  • (II) Date and Procedures of Authorization of Financial Statements for Issue

The financial statements are released after approval by the board of directors on March 13, 2023.

  • (III) Newly Issued or Revised Standards and Interpretations

  • The impact of adopting the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations (hereinafter referred to as "IFRSs") as endorsed by the FSC:

The following table summarizes the newly released, corrected and amended standards and interpretations of the applicable International Financial Reporting Standards recognized by the FSC for 2022:


the FSC for 2022:
Newly-released / corrected / amended standards and Effective date of publication by
interpretations the IASB (Note 1)
Amendments to IAS 16 "Property, Plant and Equipment: January 1, 2022 (Note 2)
Prices before Reaching the State of Intended Use"
Amendment to IAS 37 “Onerous Contracts - Cost of
Fulfilling a Contract”
January 1, 2022 (Note 3)
Amendment to IFRS 3 “Reference to Conceptual
Framework”
January 1, 2022 (Note 4)
Annual improvements to IFRS 2018-2020 January 1, 2022 (Note 5)
Note 1: Unless otherwise specified, the above-mentioned newly issued/corrected/amended
standards or interpretations are effective for the annual reporting period starting after
the respective dates.
  • Note 2: Enterprises shall apply these amendments retrospectively, however, it is only applicable to the property, plant and equipment items that have reached the necessary location and state to meet the management level's expected operation mode after the starting date (January 1, 2021) of the earliest period expressed in the financial statements to which the amendments are applied for the first time.

  • Note 3: This amendment applies to contracts that have not fulfilled all obligations on January 1, 2022.

  • Note 4: This amendment applies to business combinations whose acquisition date begins after January 1, 2022 during the annual reporting period.

- 62 -
  • Note 5: The amendments to IFRS 9 apply to the exchange or modification of financial liabilities for annual reporting periods beginning after 1 January 2022; the amendments to IAS 41 apply to fair value measurement for annual reporting periods commencing after January 1, 2022; and the amendments to IFRS 1 apply retrospectively to annual reporting periods beginning after 1 January 2022.

  • (1) Amended “Property, Plant and Equipment: Proceeds before Intended Use” of IAS 16 The amendment provides that The sale price of items brought about to bring property, plant and equipment to the location and condition necessary to operate in the manner intended by management shall not be recognized as a reduction in the cost of the asset. The above-mentioned output items shall be measured according to IAS 2 "inventory", and the sales price and cost shall be recognized in profit or loss according to the applicable standards. In addition, the amendment also clarifies that the cost of testing whether an asset is in normal operation refers to the expenditure for evaluating whether the technical and physical performance of the asset is sufficient to enable it to be used for production or provision of products or services, leased to others, or management purposes.

This amendment applies to plant, property and equipment in the necessary location and condition to reach the necessary location and condition of the management's intended mode of operation after January 1, 2021 (the earliest date for the beginning of the period of expression). When the Group applies the amendment for the first time, the cumulative impact of initial application of the amendments will be recognized as an adjustment to the beginning balance of retained earnings (or other components of equity, as appropriate) at the beginning of the earliest presentation period and the information for the comparative periods will be restated.

  • (2) Amendment to IAS 37 “Onerous Contracts - Cost of Fulfilling a Contract”

  • The amendment clarifies that, when assessing whether a contract is onerous, "costs of fulfilling a contract" shall include the incremental costs of fulfilling a contract (for example, direct labor and materials) and the allocation of other costs directly related to fulfilling a contract (for example, Allocation of depreciation expenses for items of property, plant and equipment used under the contract).

  • (3) Amendment to IFRS 3 “Reference to Conceptual Framework”

The amendment is to update the reference to the conceptual framework and add the requirement that the acquirer should apply IFRIC 21 "Common Levies" to determine whether there is an obligation to pay the common levies on the date of acquisition.

  • (4) Annual improvements to IFRS 2018-2020

The annual improvement of IFRS 2018-2020 includes the revision of certain standards, among which the revision of IFRS 9 is to assess whether there is a significant difference in the exchange or modification of financial liabilities, and compare the discounted cash flow value of the new and old contract terms (including the signing of new contracts or modification If there is a 10% discrepancy between the net amount of fees charged and paid under the contract), the aforementioned fees collected and paid shall only include the fees received and paid between the borrower and the lender. The Group has evaluated that the above standards and interpretations have no significant impact on the Group's financial status and financial performance.

  1. The impact of the newly released and revised International Financial Reporting Standards approved by the FSC:

The following table summarizes the newly released, corrected and amended standards and interpretations of the applicable International Financial Reporting Standards recognized by the FSC for 2023:

- 63 -

Newly-released / corrected / amended standards and[Effective date of publication by ] interpretations the IASB Amendments to IAS 1 "Disclosure of Accounting January 1, 2023 (Note 1) Policies" Amendments to IAS 8 "Definition of Accounting January 1, 2023 (Note 2) Estimates" Amendments to IAS 12 "Deferred Income Tax January 1, 2023 (Note 3) related to Assets and Liabilities arising from Single Transaction"

  • Note 1: This amendment applies to the annual reporting period beginning after January 1, 2023.

  • Note 2: This amendment applies to changes in accounting estimates and changes in accounting policies that occur during the annual reporting period beginning after January 1, 2023.

  • Note 3: Unless there are additional provisions for temporary differences related to leasing and decommissioning obligations, this amendment applies to transactions occurring after the start date of the earliest comparative period expressed (January 1, 2022).

  • (1) Amendments to IAS 1 "Disclosure of Accounting Policies"

  • This amendment clarifies that when a transaction, other event or situation is significant in scale or nature, and its related accounting policy information is also significant to the financial report, such relevant significant accounting policy information should be disclosed. Conversely, if an enterprise determines that the scale or nature of a transaction, other event, or situation is not material, or that the accounting policy information related to it is not material, it is not necessary to disclose such insignificant accounting policy information. However, the conclusion made by the enterprise that the accounting policy information is not significant will not affect the relevant disclosures required by other IFRS standards.

  • (2) Amendments to IAS 8 "Definition of Accounting Estimates"

  • This amendment defines accounting estimates as monetary amounts in financial statements that are affected by measurement uncertainty, and provides further clarification that, except for corrections caused by prior-period errors, the effects of changes in input values or measurement techniques on accounting estimates are accounting Estimated changes.

  • (3) Amendments to IAS 12 "Deferred Tax related to Assets and Liabilities arising from a Single Transaction"

  • The amendments narrow the scope of the exemption from recognition of deferred tax liabilities and assets in paragraphs 15 and 24 of IAS 12. If the taxable temporary difference arising from a single transaction at the time of original recognition is the same as the deductible temporary difference, the above exemption does not apply. When the enterprise applies this amendment for the first time, it shall recognize deferred income tax on all temporary differences related to lease and decommissioning obligations on the starting date of the earliest comparative period expressed (January 1, 2022), and the cumulative effect is recognized at that date as an adjustment to the initial balance of retained earnings (or other component of equity, as appropriate). For other transactions that occurred after January 1, 2022, the application of this amendment shall be deferred. When the Group applies this amendment for the first time, it shall restate the comparative period information.

The Group has evaluated that the above standards and interpretations have no significant impact on the Group's financial status and financial performance.

  1. The impact of the International Financial Reporting Standards issued by the International Accounting Standards Board but not yet approved by the FSC:

  2. The following table summarizes the newly issued, revised and revised standards and interpretations that have been issued by the International Accounting Standards Board but have not yet been incorporated into the International Financial Reporting Standards approved by the FSC:

- 64 -

Newly-released / corrected / amended standards and Effective date of publication interpretations by the IASB Amendments to IFRS 10 and IAS 28 "Asset Sale between To be determined the Investor and its Affiliates or Joint Ventures" IFRS 17 "Contracts of Insurance" January 1, 2023 Amendments to IFRS 17 January 1, 2023 Amendments to IFRS 17 "Initial Application of IFRS 17 January 1, 2023 and IFRS 9 - Comparative Information" Amendments to IFRS16 "Lease Liability in After January 1, 2024 Sale-leaseback" Amendments to IAS 1 "Classification of Liabilities as January 1, 2024 Current or Non-Current" Amendments to IAS 1 "Non-Current Liabilities with January 1, 2024 Contractual Terms"

As of the issuance date of the financial statements, the Group is still continuously evaluating the impact of the above-mentioned standards and interpretations on the Group's financial status and performance, and the relevant impact will be disclosed when the evaluation is completed.

  • (IV) Summary of Significant Accounting Policies

The major accounting policies adopted in the preparation of the financial statements are described below. Unless otherwise stated, these policies apply consistently throughout all reporting periods.

  1. Compliance statement

The consolidated financial report has been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards (IFRSs), International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the FSC.

  1. Compilation basis

  2. (1) The financial report have been prepared on a historical costs except for the following key items:

    • A. Financial assets and liabilities (including derivatives) at fair value through profit or loss.

    • B. Financial assets and liabilities at fair value through other comprehensive income.

    • C. Liabilities for cash-settled share-based payment agreements measured at fair value.

    • D. Defined benefit liabilities recognized as the net amount of pension fund assets minus the present value of defined benefit obligations.

  3. (2) The preparation of financial reports that comply with the IFRSs recognized by the Financial Supervisory Commission requires the use of certain key accounting estimates. In the process of applying the Group's accounting policies, the management level also needs to make judgments, requires items involving high-level judgments or complexity, or items involving major assumptions and estimates of consolidated financial statements. Please refer to Note (5) for description.

  4. Consolidation basis

  5. (1) Basis for preparation of consolidated financial statements

    • A. The Group incorporates all subsidiaries into entities for the preparation of financial statements. The subsidiary refers to an entity (including a structured entity) controlled by the Group, when the firm is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity, it shall be regarded that the Group is controlling the entity. Subsidiaries are included in the consolidated financial report from the date when the Group obtains control, and are terminated from the date when control is lost.
- 65 -
  • B. Intra-group transactions, balances and unrealized gains and losses are eliminated. The accounting policies of the subsidiaries have been adjusted as necessary to be consistent with the policies adopted by the Group.

  • C. Profit and loss and other components of comprehensive profit and loss are attributable to the owners and non-controlling interests of the parent company; the total comprehensive profit and loss is also attributable to the owners and non-controlling interests of the parent company, even if the non-controlling interests suffer losses due to this.

  • D. If the change in the shareholding of the subsidiary does not result in a loss of control (transactions with non-controlling interests), it will be regarded as an equity transaction, which is being regarded as the transaction with the owner. Any difference between the adjusted amount of non-controlling interests and the fair value of the consideration paid or received is directly recognized in equity.

  • E. When the Group loses control over the subsidiary, the remaining investment in the former subsidiary is remeasured at fair value and adopted as the fair value of the originally recognized financial assets or the cost of the originally recognized investment in affiliated enterprises or joint ventures. The difference between the fair value and the carrying amount is recognized as profit or loss of the current period. For all amounts previously recognized in other comprehensive profit or loss related to the subsidiary, the accounting treatment is the same as if the Group directly disposes of the relevant assets or liabilities, that is, if the benefit or loss previously recognized as other comprehensive profit or loss will be reclassified as profit or loss when disposing of the relevant assets or liabilities, when control of the subsidiary is lost, the benefit or loss will be reclassified from equity to profit or loss.

  • (2) Subsidiaries included in the financial statements are as follows:

Shareholding or contribution ratio Name of the investors Name of subsidiaries Main business and products 2022.12.31 2021.12.31 To: Lily Logistics GIANTEX TEXTILE 1. Spinning and weaving of A A Development Co., Ltd. (the CORPORATION various fibers such as Company) (GIANTEX) natural fibers, man-made fibers, and chemical fibers. 2. Printing, bleaching, dyeing and finishing of various fiber products.

  1. General import and export trade (except futures) (except licensing business).

  2. Entrust construction companies to develop industrial zones approved by industrial competent authorities.

  3. Entrust construction companies to build commercial buildings and public housing for lease and sales businesses.

  4. Design, manufacture and sales of computer system hardware and related software.

  5. Import and export of computers and related electronic components.

  6. Sales agency and reinvestment of the above-mentioned related

- 66 -

businesses.

LILYTEX Various food and beverages, B B INTERNATIONAL CORP. cosmetics, medicines, " (LILYTEX batteries, toys, information INTERNATIONAL) software, electrical appliances and business machines

Name of the investors Name of subsidiaries Main business and products Shareholding or contribution
ratio
Shareholding or contribution
ratio
2022.12.31 2021.12.31
"
"
"
GIANTEX TEXTILE
CORPORATION
(GIANTEX)
LILYTEX
INTERNATIONAL
CORP.(LILYTEX)
MIGHTY BUSINESS
LTD.(MIGHTY)
GISONG ENTERPRISE
CORPORATION
(GISONG )
LILYTEX
INTERNATIONAL CORP.
(LILYTEX)
STAR PACIFIC
SERVICES CORP.
(STAR PACIFIC)
Kunshan Lily Textile Co.,
Ltd. (Kunshan Lily)
Based on the instructions of
the parent company's
operating policies to reinvest
in various businesses outside
Taiwan.
Spinning of yarn
Based on the instructions of
the parent company's
operating policies to reinvest
in various businesses outside
Taiwan.
Based on the instructions of
the parent company's
operating policies to reinvest
in various businesses outside
Taiwan.
Warehousing and leasing
100.00%
57.00%
70.59%
A
78.21%
100.00%
57.00%
70.59%
A
78.21%

Increase and decrease of consolidated subsidiaries:

  • A. On November 30, 2021, the Group sold 2,800 thousand shares of its subsidiary GIANTEX TEXTILE CORPORATION, as a result, the Group's shareholding in GIANTEX dropped to 46.27%. Since then, the Group lost control over GIANTEX and ceased to be list it as a consolidated subsidiary. For GIANTEX's wholly-owned subsidiary - STAR PACIFIC, the Group lost control over STAR PACIFIC at the same time from that day onwards, and ceased to be list it as a consolidated subsidiary.

  • B. It is determined that the subsidiary LILYTEX INTERNATIONAL CORP. will be dissolved on October 1, 2021. The Group lost its significant influence on the subsidiary from that day on and ceased to list it as a consolidated subsidiary. LILYTEX INTERNATIONAL CORP. was liquidated on June 13, 2022.

(3) Subsidiaries not included in the financial statements: None.

  • (4) Adjustments and treatment methods for different accounting periods of subsidiaries: None.

(5) Significant restrictions:

On December 31, 2022 and 2021, the Group's cash and cash in bank were NT$25,222 thousand and NT$25,072 thousand, respectively in China, which were subject to local foreign exchange control. These foreign exchange controls restrict the repatriation of funds outside of China (except through normal dividends).

  • (6) Subsidiaries holding securities issued by the parent company: None.

  • (7) Information on subsidiaries with significant non-controlling interests:

December 31, 2022 Percentage Non-controlling Profit or loss Name of subsidiaries of interests allocated to

- 67 -
LILYTEX
and
its
subsidiaries
Others
Total
Name of subsidiaries
LILYTEX
and
its
subsidiaries
Others
Total
ownership
29.41%
Percentage
of
ownership
29.41%
($ 457,211)
106,089
($ 351,122)

Non-controlling
interests
($ 358,324)
108,429
($249,895)
non-controlling
interests
($ 86,544)
4,111
($ 82,433)
December 31, 2021
Profit or loss
allocated to
non-controlling
interests
($ 32,947)
14,894
($18,053)
  • A. Please refer to the Tables 6 and 7 of Note (13) for the country information on the major business locations and company registrations of the above-mentioned subsidiaries.

  • B. The aggregated financial information is as follows:

  • (A) Balance Sheets:

LILYTEX INTERNATIONAL CORP. and its subsidiaries

Current assets
Non-current
assets
Current
liabilities
Non-current
liabilities
Equity
December 31, 2022
$ 94,820
906,600
( 2,428,783)
( 238,622)
($1,665,985)
December 31, 2021
$ 108,515
926,469
( 2,266,156)
( 214,039)
($1,445,211)

(B) Statement of Comprehensive Income:

LILYTEX INTERNATIONAL CORP. and its subsidiaries

Revenue
Profit (loss) for the year
Other comprehensive income or loss
(net after taxes)
Total comprehensive income
Net
loss
attributable
to
non-controlling interests
Total
comprehensive
income
attributable
to
non-controlling
interests
Dividends paid to non-controlling
interests
2022 2021
$49,495 $10,127
($ 193,216)
( 27,558)
($ 73,556)
( 12,557)
($220,774) ($ 86,113)
($ 42,101) ($ 16,028)
($ 48,106) ($ 18,764)
$ - $ -

(C) Statement of Cash Flows:

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LILYTEX INTERNATIONAL CORP. and its

LILYTEX INTERNATIONAL CORP. and its LILYTEX INTERNATIONAL CORP. and its
Net cash generated by operating
activities (outflow)
Net cash used in investing activities
Net cash generated by (used in)
financing activities
Effect of exchange rate changes on cash
and cash equivalents
Net decrease in cash and cash
equivalents
Cash and cash equivalents at beginning
of year
Cash and cash equivalents at end of
year
subsidiaries
2022
($ 19,443)
( 1,508)
18,444
389
( 2,118)
22,329
$ 20,211
2021
$ 66,142
( 2,210)
( 7,263)
( 59,147)
( 2,478)
24,807
$ 22,329

4. Foreign Currency Conversion

  • (1) The items listed in the Group's financial statements are all measured in terms of the currency of the primary economic environment in which the entity operates (the functional currency). The financial statements are presented in New Taiwan dollars, which is the Company's functional currency.

  • (2) When preparing each of the financial reports, transactions in currencies other than the parent company only functional currency (foreign currency) are recognized at the exchange rate on the transaction date, and at the end of the reporting period, monetary items of foreign currency are re-converted at the spot exchange rate on that date, and the exchange difference will be recognized as profit or loss of the current period. Foreign currency non-monetary items measured by fair value are converted at the exchange rate on the day when the fair value is determined, and the resulting exchange difference is listed as profit or loss for the year. However, if changes in fair value are recognized in other comprehensive profit or loss, the resulting exchange differences are recognized in other comprehensive profit or loss. Non-monetary items in foreign currencies measured at historical cost are translated at the exchange rate on the transaction date and will not be re-translated.

  • (3) For the preparation of financial statements, the assets and liabilities of overseas operating units are converted into NTD at the spot exchange rate at the end of the reporting period; items of income and expense are converted at the current average exchange rate, and the resulting exchange differences are recognized as other comprehensive profit or loss and accumulated in equity under the conversion of financial reports of overseas operating units (with appropriate allocation to non-controlling interests).

  • Classification of current and non-current assets and liabilities

  • (1) Assets that meet one of the following conditions are classified as current assets:

    • A. The asset is expected to be realized in the normal cycle of business, or is intended to be sold or consumed.

    • B. Held primarily for trading purposes.

    • C. Those expected to be realized within twelve months after the balance sheet date.

    • D. Cash or cash equivalents, unless exchanged, liquidated, or otherwise restricted more than twelve months after the balance sheet date.

The Group classifies all assets that do not meet the above conditions as non-current.

  • (2) Liabilities that meet one of the following conditions are classified as current liabilities:

  • A. Expected to be settled in the normal business cycle.

  • B. Held primarily for trading purposes.

  • C. Those that shall be repaid within twelve months after the balance sheet date. (Even if a long-term refinancing or rescheduling payment agreement has been completed after the balance sheet date and before the release of the financial report, it will also be the current liabilities).

  • D. Those who cannot unconditionally extend the repayment period to at least twelve months after the balance sheet date. The terms of the liability, which may be settled

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by issuing equity instruments at the option of the counterparty, do not affect its classification.

  • The Group classifies all liabilities that do not meet the above conditions as non-current.

    1. Cash and cash equivalents
  • Cash and cash equivalents include cash on hand, cash in and short-term, highly liquid investments (including time deposits with an original maturity within three months) that can be converted into fixed amounts of cash at any time and whose value risk changes little.

  • Financial instruments

Financial assets and financial liabilities shall be recognized when the Company becomes a party to the contractual terms of the financial instrument. When financial assets and financial liabilities are originally recognized, they are measured at fair value. At the time of original recognition, the transaction costs directly attributable to the acquisition or issuance of financial assets and financial liabilities (except those classified as financial assets and financial liabilities measured at fair value through profit or loss) shall be added or subtracted from the fair value of the financial assets or financial liabilities.

Transaction costs directly attributable to financial assets and financial liabilities at fair value through profit or loss are recognized immediately in profit or loss.

  • (1) Financial assets

  • A. Types of measurement

     - Customary transactions of financial assets are recognized using transaction date accounting.
    
     - The types of financial assets held by the Group are financial assets measured at fair value through profit or loss, financial assets measured at amortized cost and equity instrument investments measured at fair value through other comprehensive profit or loss.
    
    • (A) Financial assets measured at fair value through profit or loss Financial assets measured at fair value through profit or loss include those that are mandatorily classified and those designed. Financial assets that are mandatorily measured at FVPL include investments in equity instruments not designated by the Group to be measured at FVOCI, and investments in debt instruments that do not qualify for classification as measured at amortized cost or at fair value through other comprehensive income. A financial asset is designated on original recognition as fair value through profit or loss if that designation would eliminate or significantly reduce the measurement or recognition inconsistency.

Financial assets at fair value through profit or loss are measured at fair value with dividends, interest income and remeasurement gains or losses recognized in other gains and losses. Please refer to Note (12) for the determination method of fair value.

  • (B) Financial assets measured at amortized cost

    • If the Group invests in financial assets that meet the following two conditions at the same time, it will be classified as financial assets measured at amortized cost:
  • a. Held under a business model whose purpose is to hold financial assets for the purpose of receiving contractual cash flows; and

  • b. The terms of the contract give rise to cash flows on specified dates that are exclusively payments of principal and interest on the outstanding principal amount.

Financial assets measured at amortized cost are measured upon original recognition at amortized cost to their gross carrying amounts determined using the effective interest method less any impairment losses, with any foreign exchange gains or losses recognized in profit or loss.

Except for the following two cases, interest income is calculated by multiplying the effective interest rate by the total book value of financial assets:

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  • a. For purchased or created credit-impaired financial assets, interest income is calculated by multiplying the credit-adjusted effective interest rate by the amortized cost of the financial asset.

  • b. For financial assets that are not purchased or created credit-impaired but subsequently become credit-impaired, the interest income is calculated by multiplying the effective interest rate by the amortized cost of the financial asset.

  • (C) Investments in equity instruments measured at fair value through other comprehensive income

    • At the time of original recognition, the Group may irrevocably designate the equity instrument investment that is not held for trading and recognized as a contingent consideration by a business merger to be measured at fair value through other comprehensive gains and losses.

Investments in equity instruments measured at fair value through other comprehensive profit or loss are measured at fair value, with subsequent fair value changes presented in other comprehensive profit or loss and accumulated in other equity. When the investment is disposed of, the accumulated profit or loss is directly transferred to retained earnings and is not reclassified as profit or loss.

Dividends on investments in equity instruments at fair value through other comprehensive income are recognized in profit or loss when the Group's right to receive payment is established unless the dividend clearly represents a recovery of part of the cost of the investment.

  • B. Impairment of financial assets

  • (A) The Group evaluates financial assets (including accounts receivable) measured at amortized cost, debt instrument investments measured at fair value through other comprehensive profit and loss, debt instrument investments, and lease receivables and impairment losses of contract assets at fair value through other comprehensive income.

  • (B) Accounts receivable, contract assets and lease receivable are recognized as allowance for losses based on expected credit losses during the duration. For other financial assets, first, assess whether the credit risk has increased significantly since the original recognition. If there is no significant increase, the allowance loss will be recognized as the 12-month expected loss. If there is a significant increase, the provision loss shall be recognized according to the expected credit loss during the duration.

  • (C) Expected credit loss is the weighted average credit loss weighted by the risk of default. The 12-month expected credit loss represents the expected credit loss arising from possible default events of the financial instrument within 12 months after the reporting date, and the expected credit loss during the duration represents the expected credit loss arising from all possible default events of the financial instruments during the expected duration.

  • (D) Impairment losses on all financial assets are reduced by means of an allowance account to reduce their carrying amount, however, the allowance loss for debt instrument investments measured at fair value through other comprehensive profit or loss is recognized in other comprehensive profit or loss without reducing their carrying amount.

  • C. De-recognition of financial assets

    • The Group will de-recognize financial assets when one of the following circumstances is met:
  • (A) Contractual rights to cash flows from financial assets lapse.

  • (B) The contractual rights to receive the cash flows of the financial asset are transferred and substantially all the risks and rewards of ownership of the financial asset have been transferred.

  • (C) Neither transfers nor retains substantially all the risks and rewards of ownership of the financial asset, but retains control over the financial asset.

- 71 -

When a financial asset is measured at amortized cost as a whole, the difference between its carrying amount and the consideration received is recognized in profit or loss. When an investment in a debt instrument at fair value through other comprehensive profit or loss is derecognized as a whole, the difference between its carrying amount and the sum of the consideration received plus any cumulative gain or loss that has been recognized in other comprehensive profit or loss is recognized in profit or loss. When an equity instrument investment measured at fair value through other comprehensive income is de-recognized as a whole, the cumulative gain or loss is transferred directly to retained earnings and is not reclassified as profit or loss.

  • (2) Equity instruments

The debt and equity instruments issued by the Group are classified as financial liabilities or equity according to the substance of the contract agreement and the definition of financial liabilities and equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of certain enterprise after deducting all of its liabilities. Equity instruments issued by the Group are recognized at the amount after deducting direct issuance costs from the obtained proceeds.

  • (3) Financial liabilities

  • A. Subsequent measurement

     - All financial liabilities are measured at amortized cost using the effective interest method except as follows:
    
    • (A) Financial liabilities at fair value through profit or loss are financial liabilities held for trading or financial liabilities designated at fair value through profit or loss on initial recognition. Financial liabilities classified as held for trading are those whose main purpose at the time of occurrence is to repurchase them back in the short term, and derivatives other than financial guarantee contracts or designated and effective hedging instruments. When any financial liability meets one of the following conditions, the Group will designate it as measured at fair value through profit or loss at the time of original recognition:

      - a. Being a mixed (combined) contract; or
      
      - b. May eliminate or significantly reduce measurement or recognition inconsistencies; or
      
      - c. An instrument that is managed and evaluated on a fair value basis in accordance with a written risk management policies.
      
    • (B) Financial liabilities measured at fair value through profit or loss are measured at fair value at the time of original recognition, and the relevant transaction costs are recognized as current profit or loss. It is subsequently measured at fair value, and changes in its fair value are recognized in profit or loss for the current period.

    • (C) Designated as a financial liability measured at fair value through profit or loss, the amount of change in fair value due to changes in credit risk is recognized in other comprehensive profit or loss, and will not be reclassified to profit or loss subsequently, and the remaining amount of change in fair value of the liability are reported in profit or loss. However, if the above-mentioned accounting treatment causes or aggravates the improper accounting ratio, the profit or loss of the liability shall be fully reported in profit or loss.

  • B. De-recognition of financial liabilities

     - The Group de-recognizes financial liabilities only when the obligation is discharged, canceled or lapsed. When financial liabilities are de-recognized, the difference between their carrying amount and the total consideration paid or payable (including any non-monetary assets transferred or liabilities assumed) is recognized in profit or loss.
    
  • (4) Modification of financial instruments

When the contract cash flow of a financial instrument is renegotiated or modified, if the financial instrument shall not be delisted, the Group will recalculate the total book value of the financial asset or the amortized cost of the financial liability by

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discounting the modified contract cash flow at the original effective interest rate, and recognizes the modified benefit or loss as profit or loss; and the incurred cost or charge will serve as an adjustment to the book value of the modified financial instrument and amortized over the remaining period after modification. If the renegotiation or modification results in the delisting of the financial instrument, it shall be handled in accordance with the de-recognition regulations.

  1. Inventory

Inventories are measured on the basis of the lower of cost and net realizable value, and the perpetual inventory system is adopted, and the cost is determined by the weighted average method. The cost of finished goods and work in progress include raw materials, direct labor costs, other direct costs and overhead related to production (assigned to normal production capacity), but excludes borrowing costs. When comparing the lower of the cost and the net realizable value, the item-by-item comparison method is adopted. The net realizable value refers to the estimated selling price in the normal course of business minus the estimated cost to be invested to complete the project and the estimated cost required to complete the sale. balance.

  1. Real estate and construction land

  2. (1) Real estate and construction land are accounted for at actual cost. The part of the house that has been delivered is apportioned according to the selling price ratio to calculate profit and loss. At the end of the period, it is evaluated based on the lower of cost and net realizable value.

  3. (2) The recognition of profit and loss adopts the cost recovery method.

  4. (3) The business cycle is adopted as the criterion for dividing current and non-current.

  5. Non-current assets to be sold (or disposal group)

  6. When the carrying amount of non-current assets (or disposal groups) is mainly recovered through sales transactions rather than continued usage and it is highly likely to be sold, they will be classified as assets held for sale measured at the lower of its book value and fair value less costs of sales.

  7. Investments using the equity method - Affiliated enterprises

  8. (1) Affiliated enterprises refer to all entities over which the Group has significant influence but no control, generally directly or indirectly holding more than 20% of their voting shares. The Group adopts the equity method to dispose of the investment in affiliated enterprises, and recognizes it at cost when acquired.

  9. (2) The Group recognizes the share of profit and loss acquired by the affiliated enterprises as profit and loss of the current period, and the share of other comprehensive profit and loss acquired by the Group as other comprehensive profit or loss. If the Group's share of losses to any affiliated enterprise is equivalent to or exceeds its equity in the affiliated enterprise (including any other unsecured receivables), the Group will not recognize further losses unless the Group has any statutory or constructive obligations to, or has paid on behalf of the affiliated enterprise.

  10. (3) The unrealized gains and losses arising from transactions between the Group and affiliated enterprises have been eliminated in proportion to its equity in the affiliated enterprises; unless there is further evidence that the assets transferred in the transaction have been impaired, unrealized losses will also be eliminated. The accounting policies of the affiliated enterprises have been adjusted as necessary to be consistent with the policies adopted by the Group.

  11. (4) In the event that an affiliate enterprise issues new shares, and the Group does not subscribe to the new shares in accordance with the proportion, resulting in a change in the investment ratio but still having a significant impact on it, the increase or decrease of the change in the net equity value is to adjust the "capital surplus" and "investments accounted for under the equity method". If the proportion of investment is reduced, in addition to the above-mentioned adjustments, the gains or losses related to the reduction of ownership interests that have been previously recognized in other comprehensive profit or loss, and the gains or losses must be reclassified to profit or loss when disposing of related assets or liabilities, it shall be reclassified to profit or loss according to the reduction ratio.

- 73 -
  • (5) When the Group loses its significant influence on the affiliated enterprise, the remaining investment in the original affiliated enterprise will be re-measured according to the fair value, and the difference between the fair value and the book value will be recognized as the profit and loss of the current period.

  • (6) When the Group disposes of an affiliated enterprise and loses its significant influence on such affiliated enterprise, for all amounts previously recognized in other comprehensive profit or loss related to the affiliated enterprise, the accounting treatment is the same as if the Company directly disposes of the relevant assets or liabilities, that is, if the benefit or loss previously recognized as other comprehensive profit or loss will be reclassified as profit or loss when disposing of the relevant assets or liabilities, when control of the affiliated enterprise is lost, the benefit or loss will be reclassified from equity to profit or loss. If there is still a significant influence on the affiliated enterprises, only the amount previously recognized in other comprehensive profit and loss shall be transferred out in an above-mentioned manner on a proportionate basis.

  • (7) When the Group disposes of an affiliated enterprise, if it loses its significant influence on such affiliated enterprise, it will transfer the capital surplus related to the affiliated enterprise to profit or loss; if it still has a significant influence on the affiliated enterprise, it will be transferred to profit or loss according to the proportion of disposal.

    1. Property, plant and equipment
  • (1) Property, plant and equipment are recorded on the basis of acquisition cost, and the relevant interest during the acquisition and construction period is capitalized. For property, plant and equipment under construction before they are ready for intended use, samples produced to test whether the assets can function normally are measured at the lower of cost and net realizable value, and the sales price and cost are recognized in profit or loss.

  • (2) Subsequent costs are included in the book value of the assets or recognized as a separate assets only when the future economic benefits related to the item are likely to flow into the Group and the cost of the item can be measured reliably. The book value of the replaced part shall be delisted. All other maintenance expenses are recognized as current profit or loss when incurred.

  • (3) Land is not depreciated. Other property, plant and equipment are depreciated using the straight-line method over their estimated useful lives using the cost model. The Group shall review the residual value, service life and depreciation method of each asset at the end of each financial year. If the expected value of the residual value and service life is different from the previous estimate, or the expected consumption pattern of the future economic benefits contained in the asset has changed significantly, from the date of the change it shall be in accordance with the International Accounting Standard No. 8 "Accounting Policies, Changes in Accounting Estimates and Errors” shall be treated in accordance with the regulations on changes in accounting estimates. The service life of each asset is as follows: Buildings 5-60 years

Machine and equipment 5-21 years Utility equipment 5-15 years Transportation equipment 2-12 years Miscellaneous 5-35 years

  • (4) When disposing of or not expected to generate future economic benefits from use or disposal, the property, plant and equipment will be de-recognized. The amount of profit or loss arising from the de-recognition of property, plant and equipment is the difference between the net disposal price and the book value of the asset, and is recognized in the current profit and loss.

  • Leases

  • (1) The Group evaluates whether the contract is (or includes) leases on the date of signing of the contract. For contracts that contain the lease component and one or more additional lease or non-lease components, the Group will allocate the consideration in the contract to the lease components based on the relative stand-alone price of each lease component and the aggregate stand-alone price of the non-lease components.

- 74 -

A. Group as a lessee

Except for leases of low-value underlying assets and short-term leases, which are recognized as expenses on a straight-line basis, the Group recognizes right-of-use assets and liabilities on the lease starting date for other leases.

Right-of-use assets

The right-of-use asset is originally measured at cost (including the original measured amount of the lease liability, the lease payment less lease incentives received before the lease commencement date, the original direct cost and the estimated cost of restoring the underlying asset), then the measurement will be made at the cost less accumulated depreciation and accumulated impairment losses, and the remeasurement amount of the lease liability will be adjusted.

Except for right-of-use assets that meet the definition of investment real estate, right-of-use assets are presented in the balance sheet as the line item. For the recognition and measurement of right-of-use assets that meet the use definition of investment real estate, please refer to Note (4)14 “Accounting Policies for Investment Real Estate”.

The right-of-use asset is depreciated on a straight-line basis from the commencement date of the lease to the expiry of the service life or the expiry of the lease period, whichever is earlier, provided that the ownership of the underlying asset will be acquired at the expiry of the lease period, or if the cost of the right-of-use asset Reflecting the exercise of the purchase option, depreciation is provided from the lease commencement date to the expiry of the target asset's service life.

Lease liabilities

The lease liabilities are originally based on lease payments (including fixed payments, substantially fixed payments, variable lease payments that depend on an index or rate, the amount expected to be paid by the lessee under a residual value guarantee, the exercise price of a purchase option that is reasonably certain to be exercised, and the present value of the lease term reflecting the lessee’s termination penalty for exercising the option to terminate the lease, less the lease incentives received). If the interest rate implicit in the lease is easy to determine, the lease payment shall be discounted using the interest rate. If such rate is not readily determined, the lessee incremental borrowing rate will be used.

Subsequently, the lease liability will be measured on an amortized cost basis using the effective interest method, and the interest expense is amortized over the lease term.

If the lease period, the evaluation of the purchase option of the underlying asset, the expected payment amount under the residual value guarantee, or the index or rate adopted to determine the lease payment change result in changes in future lease payments, the Group will remeasure the lease liability and adjusts the right-of-use asset against it, except that if the carrying amount of the right-of-use asset has been reduced to zero, the remaining remeasured amount will be recognized in profit or loss. Lease liabilities are presented as line item in the balance sheet.

  • B. Group as a lessor

If the lease transfers almost all the risks and rewards attached to the ownership of the underlying asset, it is classified as a finance lease; otherwise, it is classified as an operating lease.

Under operating leases, lease payments after deducting lease incentives are recognized as lease income on a straight-line basis. The original direct cost incurred in obtaining the operating lease is added to the book amount of the underlying asset and recognized as an expense during the lease period on a straight-line basis.

  1. Investment property

Investment real property is real property held to earn rentals or for capital appreciation or both (including real property under construction for such purposes). Investment real estate

- 75 -

also includes land held for undetermined future use and right-of-use assets that meet the definition of investment real estate.

Investment real estate is originally measured at cost (including transaction costs), followed by the fair value model, and the gains or losses arising from changes in fair value are recognized in profit or loss in the year in which they occur.

Investment real estate is transferred to real estate, plant and equipment at the fair value on the date when it is first transferred for self-use.

When property, plant and equipment real estate is transferred to investment real estate at the end of self-use, the difference between the original book value and the fair value is listed in other comprehensive profit and loss, and is accumulated in the revaluation appreciation under other equity items. When being de-recognized, it will be directly transferred to into retained earnings.

The amount of profit or loss arising from the de-recognition of investment real estate is the difference between the net disposal price and the book value of the asset, and is recognized in the annual profit and loss.

  1. Impairment of non-financial assets

On the date of balance sheet, the Group will estimate the recoverable amount of assets which may be subject to impairment, and recognize the impairment loss when the recoverable amount is lower than its book value. The recoverable amount is the fair value of an asset less costs of disposal or its value in use, whichever is higher. If the asset impairment recognized in the previous year does not exist, it shall be reversed within the scope of the provision for loss in the previous year.

  1. Allowance for liabilities

Provision for liabilities is a present legal or constructive obligation due to past events, and it is likely to require outflow of resources with economic benefits to settle the obligation, and the amount of the obligation can be reliably estimated. The measurement of liability allowance is based on the best estimated present value of the expenditure required to pay off the obligation on the balance sheet date. The discount rate adopts the pre-tax discount rate that reflects the current market assessment of the time value of money and the specific risks of liabilities, and the amortization of the discount is recognized as interest expense. Future operating losses shall not be recognized as a liability allowance.

  1. Employee benefits

  2. (1) Short-term employee benefits

Short-term employee benefits are measured at non-discounted amounts expected to be paid and are recognized as an expense when the related service is rendered.

  • (2) Pension

  • A. Defined contribution plan

For the definite allocation plan, the amount of the pension fund that should be appropriation is recognized as the current pension cost on the accrual basis. Advance payments are recognized as assets to the extent that they are refundable in cash or reduce future payments.

  • B. Defined benefits plan

    • (A) The net obligation under the defined benefit plan is calculated by discounting the amount of future benefits earned by the employee in the current period or past service, and the fair value of the planned assets is subtracted from the present value of the defined benefit obligation on the balance sheet date. The net defined benefit obligation is calculated annually by the actuary using the projected unit benefit method, and the discount rate is the market yield rate of government bonds (on the balance sheet date) that are consistent with the currency and period of the defined benefit plan on the balance sheet date.

    • (B) Remeasurements arising from defined benefit plans are recognized in other comprehensive profit or loss in the period in which they occur, and are expressed in retained earnings.

    • (C) Expenses related to upfront service costs are recognized immediately in profit or loss.

  • (3) Remuneration for employees and directors and supervisors

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Employee remuneration and remuneration of directors and supervisors are recognized as expenses and liabilities when there are statutory or constructive obligations and the amount can be estimated reasonably. If there is a discrepancy between the actual distribution amount and the estimated amount in subsequent resolutions, it shall be treated as a change in accounting estimate.

  • (4) Severance benefits

    • Severance benefits are benefits provided when the employee's employment is terminated before the normal retirement date or when the employee decides to accept the company's welfare offer in exchange for the termination of employment. The Group recognizes the expense when the offer of severance benefits cannot be revoked or when the related restructuring costs are recognized, whichever occurs earlier. Benefits that are not expected to be fully settled within 12 months after the balance sheet date are discounted.
  • Capital and treasury stocks

  • (1) Capital

Common stock is classified as equity.

Incremental costs directly attributable to the issue of new shares or share options are included in equity as a reduction of the price.

  • (2) Treasury stocks

  • The Group recovers the stocks issued and recognizes them as "treasury stocks" according to the consideration paid at the time of repurchase (including directly attributable costs) as the deduction of equity. If the disposal price of the treasury stock is higher than the book value, the difference is listed as capital reserve - treasury stock transaction; if the disposal price is lower than the book value, the difference will be offset against the capital surplus generated by the transaction of the same type of treasury stock, if there is any deficit, the retained surplus will be debited. The book value of treasury stocks is weighted average and calculated separately according to the reasons for withdrawal.

When treasury stocks are canceled, the capital reserve shall be debited in proportion to the shareholding ratio - stock issuance premium and share capital. If the book value is higher than the total face value and stock issuance premium, the difference will be offset against the capital surplus generated by the transaction of the same type of treasury stocks, and if there is any deficit, it will be offset against the retained earnings; if its book value is lower than the total of the face value and the stock issuance premium, it will be credited to the capital surplus generated by the exchange of the same type of treasury stocks.

  1. Income tax

  2. (1) The tax expense for the period comprises current and deferred tax. Income taxes are recognized in profit or loss, except for income taxes that relate to items that are recognized in other comprehensive profit or loss or directly in equity, respectively.

  3. (2) The current income tax is calculated based on the taxable income generated by the Group's operations, using the tax rate that has been enacted or substantively enacted on the date of balance sheet. The management level periodically assesses the status of income tax filings with respect to applicable income tax regulations and, where applicable, estimates income tax liabilities based on the expected tax payments to the taxation competent authorities. Income tax is levied on the undistributed earnings calculated in accordance with the provisions of the Income Tax Act of Taiwan. In the year following the year in which the earnings are generated, after the shareholders' meeting approves the earnings distribution proposal, the income tax expense will be recognized based on the distribution of the actual earnings.

  4. (3) The balance sheet method is adopted for deferred income tax, which is recognized according to the temporary difference between the tax basis of assets and liabilities and their carrying amount on the balance sheet. Deferred income tax liabilities arising from the original recognition of goodwill are not recognized if the deferred income tax arises from the original recognition of assets or liabilities in a transaction (excluding business combinations) and at the time of the transaction If it does not affect accounting profit or taxable income (tax loss), it will not be recognized. For temporary differences related

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to investment in subsidiaries and affiliated enterprises, if the Group can control the timing of the reversal of the temporary difference and it is highly likely that the temporary difference will not reverse in the foreseeable future, it will not be recognized. The deferred income tax is based on the tax rate (and taxation laws) that has been enacted or substantively enacted on the balance sheet date and is expected to be applicable when the relevant deferred income tax assets are realized or the deferred income tax liabilities are settled.

  • (4) Deferred income tax assets are recognized within the scope of temporary differences, unused tax losses and unused income tax credits that are likely to be available in future taxable income, and are reassessed on each balance sheet date. Evaluate unrecognized and recognized deferred tax assets.

  • (5) When there is a legally enforceable right to offset the recognized current income tax assets and liabilities and there is an intention to pay off on a net basis or to realize the assets and liquidate liabilities at the same time, the current income tax assets and current income tax liabilities will be mutually offset against each other; when there is a legally enforceable right to offset the current income tax assets and current income tax liabilities, and the deferred income tax assets and liabilities are levied by the same taxation competent authority, or when different taxpayers generate but each intends to pay off on a net basis or realize assets and settle liabilities at the same time, the deferred income tax assets and liabilities will be offset against each other.

  • (6) Income tax deduction accounting is adopted for tax incentives arising from the purchase of equipment or technology, research and development expenditures, personnel training expenditures, and equity investment.

  • Revenue recognition

  • The Group's revenue recognition principle from customer contracts is to recognize revenue in the following steps:

  • (1) Identify customer contracts;

  • (2) Identify the performance obligations in the contract;

  • (3) Determine the transaction price;

  • (4) Allocate the transaction price to performance obligations in the contract; and

  • (5) Revenue is recognized when performance obligations are met.

After the Group identifies the performance obligations in the customer contract, it will allocate the transaction price to each performance obligation, and recognizes revenue when each performance obligation is satisfied.

For contracts where the time interval between the transfer of goods or services and the receipt of consideration is within one year, the transaction price shall not be adjusted for its significant financial components.

  • (6) Sale of products

The Group recognizes revenue when control of the product is transferred to the customer. The transfer of control of the product means that the product has been delivered to the customer and there are no outstanding obligations that would affect the customer's acceptance of the product. Delivery is the point at which the customer has accepted the product in accordance with the transaction conditions, the risk of obsolescence and loss has been transferred to the customer, and the Group has objective evidence that all acceptance conditions have been met.

The Group lists the accounts receivable when the products are delivered since the Group is entitled to receive the consideration at that point.

For processing subcontract, the control of the ownership of the processed products has not been transferred, so revenue is not recognized when subcontracting.

  • (7) Provision of services

The services provided by the Group are mainly warehouse leasing and tallying services entrusted by customers, and the revenue is recognized when the promised services are delivered to the customers (when the customers obtain control of the assets) and there is no subsequent obligation.

  1. Borrowing costs
- 78 -

Borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset are included as part of the cost of the asset until substantially all activities necessary to bring the asset to its intended use or sale have been completed.

Investment income earned on the temporary investment of specific borrowings prior to the occurrence of eligible capital expenditures is deducted from the borrowing costs eligible for capitalization.

Except for the above, all other borrowing costs are recognized as profit or loss in the period in which they are incurred.

  1. Government grants

Government grants are recognized at fair value once it is reasonably convinced that the Group complies with the conditions for subsidies and will be receiving the subsidies. Government grants are recognized in profit or loss on a systematic basis over the period in which they are intended to compensate the associated costs that are recognized as an expense by the Group. Government grants are recognized in profit or loss during the period in which they can be received if they are used to compensate for expenses or losses incurred, or to provide immediate financial support to the Group and have no future related costs. For government loans obtained by the Group with interest rates below the market, the difference between the loan amount received and the fair value of the loans calculated based on the prevailing market interest rate is recognized as a government grant.

  1. Operating segments

An operating segment is a constituent unit of an enterprise that engages in business activities that may generate income and incur expenses (including income and expenses arising from transactions with other constituent units within the enterprise). The operating results of the operating segment are regularly reviewed by the operating decision-maker of the enterprise to make decisions on resource allocation to the department and evaluate the performance of the department, with separate financial information.

  • (V) Significant Accounting Judgments, Estimates and Assumptions

The Group takes into account the economic impact caused by COVID-19 epidemic/climate change and related government policies and regulations/military conflict between Russia and Ukraine and related international sanctions/inflation and market interest rate fluctuations into major accounting estimates, and continues to review basic assumptions and estimates. If the revision of the estimate only affects the current period, it will be recognized in the revision period; if the revision of the accounting estimate affects both the current period and the future period, it will be recognized in both the revision period and the future period.

When the Group prepares the financial statements, the important judgments, accounting estimates and assumptions adopted in the accounting policies are as follows:

  1. Important judgments on the adoption of accounting policies

  2. (1) Judgment on business model of financial asset classification

    • The Group evaluates the business model to which financial assets belong based on the level that reflects the joint management of financial asset groups to achieve specific business objectives. This assessment considers all relevant evidence, including how the asset's performance is measured, the risks affecting performance, and how the compensation of relevant managerial officers is determined, and requires the use of judgment. The Group continues to assess whether its business model judgment is appropriate, and for such purpose, monitors financial assets measured at amortized cost and debt instrument investments measured at fair value through other comprehensive profit and loss that are delisted before the maturity date to understand the reasons for its disposal of assess whether the disposition is consistent with the objectives of the business model. If it is found that the business model has changed, the Group will reclassify financial assets in accordance with the provisions of IFRS 9, and postpone the application from the date of reclassification.

    • A. The Group makes judgement in accordance with IFRS 15 to determine whether it has obtained or not the control of specific products or services before transferring them to the customer, and will be the principal or agent in the transaction. If it is determined as a transaction as an agent, the net transaction amount will be recognized as revenue.

- 79 -

In any of the following circumstances, the Group shall be the principal:

  • (A) The Group obtains control of the products or other assets from the other party before the products or other assets are transferred to the customers; or

  • (B) The Group controls the right to provide labor services by the other party, so as to obtain the ability to instruct that party to provide services to customers on behalf of the Company; or

  • (C) The Group obtains control of products or services from the other party to combine with other products or services to provide specific products or services to customers.

  • B. The indicators adopted to assist in judging whether the Group controls the specific products or services before transferring them to customers include (but not limited to):

  • (A) The Group is primarily responsible for fulfilling the commitment to provide specific products or services.

  • (B) The Group assumes inventory risk before and after the transfer of specific products or services to customers.

  • (C) The Group has the discretion to determine the price.

  • (2) Lease Period

  • When determining the lease period, the Group considers all relevant facts and circumstances that create economic incentives to exercise (or not exercise) the option, including all expected changes in facts and circumstances from the starting date to the date when the option is exercised. Factors considered include the terms and conditions of the contract for the period covered by the option, significant leasehold improvements made (or expected to be made) during the contract period, and the importance of the underlying asset to the Group's operations, among others. When major events or major changes in circumstances occur within the Group's control, the lease period shall be reassessed.

  • (3) Judgment of significant influence on affiliated enterprises Situations where the investee holds less than 50% of the voting shares and is the single largest shareholder, but only has significant influence without control or joint control:

  • A. As stated in Note (6)11 "Investments Accounted for Using Equity Method", the Group holds 44.76% of the voting rights of SUNNY LOGISTICS CO., LTD. and is the single principal shareholder of SUNNY LOGISTICS CO., LTD. However, the decision-making unit of SUNNY LOGISTICS CO., LTD.’s relevant activities is the board of directors, and the Group has not been elected as a director of SUNNY LOGISTICS CO., LTD., and hence it cannot instruct the business decision-making. Therefore, the Group only has significant influence but no control over SUNNY LOGISTICS CO., LTD., so it is listed as an affiliated enterprise of the Group.

  • B. As stated in Note (6)11 "Investments Accounted for Using Equity Method", the Group holds 44.91% of the voting rights of LILY CONSTRUCTION CO., LTD. and is the single principal shareholder of LILY CONSTRUCTION CO., LTD. However, the decision-making unit of LILY CONSTRUCTION CO., LTD.’s relevant activities is the board of directors, and the Group has not been elected as a director of LILY CONSTRUCTION CO., LTD., and hence it cannot instruct the business decision-making. Therefore, the Group only has significant influence but no control over LILY CONSTRUCTION CORP., so it is listed as an affiliated enterprise of the Group.

  • C. As stated in Note 6(11) "Investments Accounted for Using Equity Method", the Group holds 46.27% of the voting rights in GIANTEX TEXTILE CORPORATION and is the single largest shareholder of GIANTEX TEXTILE CORPORATION. However, the decision-making unit of GIANTEX TEXTILE CORPORATION’s relevant activities is the board of directors, and the Group has not been elected as a director of GIANTEX TEXTILE CORPORATION, and hence it cannot instruct the business decision-making. Therefore, the Group only has significant influence but no control over GIANTEX TEXTILE CORPORATION, so it is listed as an affiliated enterprise of the Group.

- 80 -
  1. Important accounting estimates and assumptions

  2. (1) Revenue recognition

    • Sales revenue is recognized when performance obligations are met by transferring control of goods or services to customers, net of estimated related sales returns, discounts and other similar allowances. These sales returns and discounts are estimated based on historical records and other known reasons, and the Group regularly reviews the rationality of the estimates.
  3. (2) Impairment of financial assets

    • Estimated impairments on accounts receivable, debt instrument investments and financial guarantee contracts are based on the Company's assumptions about default rates and expected loss rates. The Company considers historical experience, current market conditions and forward-looking information to formulate assumptions and select inputs for impairment assessments. If the actual future cash flow is less than expected, significant impairment losses may arise.
  4. (3) Fair value measurement and evaluation process

When there is no market quotation for the assets and liabilities measured by fair value in the active market, the Company will decide whether to outsource the valuation and determine the appropriate fair value evaluation technology according to relevant laws and regulations or based on judgments. If the level 1 input value cannot be obtained when estimating the fair value, the Group takes reference to the analysis of the investee's financial status and operating results, recent transaction prices, quotations of the same equity instruments in non-active markets, and quotations of similar instruments in active markets and comparable company valuation multiples, etc. to determined the input values. If the actual change in the input value in the future is different from the expectation, changes in fair value may occur.

  • The Group regularly updates various input values according to market conditions to monitor whether the fair value measurement is appropriate.

  • (4) Impairment assessment of tangible and intangible assets

  • In the process of asset impairment assessment, the Group needs to rely on subjective judgments and based on asset usage patterns and industry characteristics to determine the independent cash flow of a specific asset group, the duration of assets, and potential future income and expenses. Any change in estimates due to changes in economic conditions or the Company's strategy may result in material impairment in the future.

  • (5) Impairment testing of investment using the equity method

  • When there is any indication of impairment that an investment using the equity method may have been impaired and hence the book value cannot be recovered, the Group immediately assesses the impairment of the investment. The Group evaluates the recoverable amount based on the discounted value of the expected future cash flow of the invested company or the discounted value of the expected cash dividend received and the future cash flow generated by disposing of the investment, and analyzes the rationality of the relevant assumptions.

  • (6) Realization of deferred tax assets Deferred income tax assets are only recognized when it is highly likely that there will be sufficient taxable income in the future for the use of deductible temporary differences. When assessing the realizability of deferred income tax assets, management must involve significant accounting judgments and estimates, including assumptions such as expected future sales revenue growth and profit margins, tax holidays, available income tax credits, and tax planning. Any changes in the global economic environment, industry environment, and laws and regulations may cause major adjustments to deferred income tax assets.

  • (7) Evaluation of inventory

Since inventories shall be priced at the lower of cost and net realizable value, the Group will adopt judgment and estimation to determine the net realizable value of inventories on the date of balance sheet. The Group evaluates the amount of inventory due to normal wear and tear, obsolescence or of no market value on the date of balance sheet, and writes off the inventory cost to the net realizable value.

  • (8) Calculation of net defined benefit liabilities
- 81 -

When calculating the present value of a defined benefit obligation, the Group will adopt judgment and estimation to determine the relevant actuarial assumptions on the date of balance sheet, including the discount rate and the expected return rate of project assets. Any change in actuarial assumptions may significantly affect the amount of the Company's defined benefit obligations.

  • (9) Financial assets - Fair value measurement of stocks of listed/OTC companies without an active market

The fair value of listed/OTC company stocks held by the Company without an active market is mainly estimated by referring to recent financing activities, evaluations of companies of the same type, company technology development, market conditions and other economic indicators. Any changes in judgments and estimates may affect the measurement of its fair value. For the description of the fair value of financial instruments, please refer to Note (12)3(2).

(VI) Contents of Significant Accounts

1. Cash and cash equivalents

ntents of Significant Accounts
ash and cash equivalents
Items
Cash
Demand deposit
Checking deposits
Foreign currency deposits
Time deposits
Total
December 31, 2022
$ 701
30,199
51,641
10,713
39,687
$132,941
December 31, 2021
$ 634
33,505
71,124
65,953
-
$171,216

(1) The credit quality of the financial institutions that the Group interacts with is good, and the Group interacts with a number of financial institutions to diversify the credit risk, and the risk of default is expected to be very low.

(2) The Group has not pledged cash and equivalent cash.

2. Financial asset measured at fair value through profit or loss

Items
Mandatorily measured at fair
value through profit or loss:
Listed/OTC stocks
December 31, 2022
$4,763
December 31, 2021
$ 6,217

(1) The net losses recognized by the Group in 2022 and 2021 were NT$114 thousand and NT$1,839 thousand, respectively.

(2) The Group has not pledged financial assets at fair value through profit or loss.

(3) Please refer to Note (12) for the relevant credit risk management and assessment methods.

3. Financial assets measured at fair value through other comprehensive income

Items
Current:
Equity instruments
Domestic listed/OTC stocks
Valuation adjustment
Total
Non-current:
Equity instruments
Domestic listed/OTC stocks
Domestic
non-listed/non-OTC stocks
Subtotal
Valuation adjustment
December 31, 2022
$ 10,698
( 4,874)
$ 5,824
$ 22,885
76,224
99,109
54,137
December 31, 2021
$ 10,698
( 4,695)
$ 6,003
$ 22,885
63,276
86,161
39,375
- 82 -

Total $ 153,246 $ 125,536

  • (1) The Group chooses to classify the investment in CHINA WIRE & CABLE CO., LTD., which receives stable dividends, as financial assets measured at fair value through other comprehensive income. The fair values of these investments on December 31, 2022 and 2021 were respectively NT$5,824 thousand and NT$6,003 thousand.

  • (2) The Group invests in the common stocks of EVERTEX FABRINOLOGY LTD. and other companies according to the medium and long-term strategic objectives, and expects to make profits through long-term investment. The Group's management level believes that if the short-term fair value fluctuations of these investments are included in profit or loss, it will be inconsistent with the aforementioned long-term investment plan, so it chooses to designate these investments to be measured at fair value through other comprehensive income.

  • (3) Please refer to Note (12) for the relevant credit risk management and assessment methods.

4. Notes receivable, net

Notes receivable, net
Items
Notes receivable
Occurred due to operating
activities
Less: loss allowance
Notes receivable, net
December 31, 2022
$ 7,407
( 72)
$ 7,335
December 31, 2021
$ 26,396
( 72)
$26,324

(1) The Group's notes receivable have not been discounted or pledged.

  • (2) Please refer to the following net accounts receivable for the relevant disclosure of allowance loss on notes receivable.

  • Accounts receivable, net

Accounts receivable, net
Items
Accounts receivables
Less: loss allowance
Accounts receivable, net
December 31, 2022
$ 157,869
( 23,627)
$134,242
December 31, 2021
$ 201,496
( 9,021)
$192,475
  • (1) The Group's accounts receivable that are not overdue and have not been impaired all meet the credit standards set based on the counterparty's industrial characteristics, business scale, and profit-making status, and the average credit period is 90-120 days.

  • (2) Please refer to Note (12) for the relevant credit risk management and assessment methods.

  • (3) The Group's accounts receivable have not been pledged.

  • (4) The Group adopts a simplified method to recognize the allowance loss of notes receivable and accounts receivable based on the expected credit loss during the duration. The expected credit loss during the duration is based on considering the customer's past default record and current financial and economic conditions, while considering the industry outlook to adjust the loss rate established by historical and realistic information. The Group measures the allowance loss of notes receivable and accounts (including other receivables, collections and related parties) according to the reserve matrix as follows:

Expected[Allowance for losses ] credit (Indirect expected credit loss December 31,[Total carrying ] Loss rate during the duration Amortized cost 2022 amount period) Not overdue - $ 187,531 $ - $ 187,531

Not overdue

- 83 -
Overdue
0-30
days

Overdue
31-90
days

Overdue for more
than 91 days
Total
December 31,
2021
Not overdue
Overdue
0-30
days

Overdue
31-90
days

Overdue for more
than 91 days
Total
1% or above
5% or above
20% or
above
Expected
credit
Loss rate

-
1% or above
5% or above
20% or
above
8,337
6,305
38,275
$240,448

Total carrying
amount
$ 274,297
-
521
38,366
$ 313,184
83
315
37,148
$ 37,546
Allowance for losses
(Indirect
expected credit loss
during the duration
period)

$ -
-
26
24,609
$24,635
8,254
5,990
1,127
$202,902
Amortized cost
$ 274,297
-
495
13,757
$288,549
  • (5) Changes in notes receivable and allowance for receivables (including other receivables and collections) are as follows:
Items
Beginning balance
Add:
Provision
for
impairment loss
Less:
Write-off
due to
inability to recover
Consolidated changes of
entities
Foreign
Currency
Conversion Difference
Ending balance
2022
$ 24,635
12,557
-
-
354
$ 37,546
2021
$ 124,708
82
( 4,751)
( 95,518)
114
$24,635

The Group does not hold any collateral or other credit enhancements over these accounts receivable.

  • (6) The Group's impairment losses on accounts receivable in 2022 and 2021 are respectively NT$12,557 thousand and NT$82 thousand.

6. Net other receivables

Net other receivables
Items
Tax refund receivable
Proceeds receivable
Other receivables - Others
Less: loss allowance
Net amount
December 31, 2022
$ 2,734
756
31,660
( 7,548)
$27,602
December 31, 2021
$ -
302
46,093
( 7,431)
$ 38,964

7. Inventory

nventory
Items
Raw materials
Materials
WIP
December 31, 2022
$ 18,018
7
3,832
December 31, 2021
$ 28,316
25
6,258
- 84 -
Finished goods
Products
Total
28,216
1,323
51,396
17,708
2,478
54,785

(1) Inventory-related (loss) gains recognized as cost of sales of products in the current period are as follows:


period are as follows:
Costs of sales of inventory
Inventory price recovery
benefit
Warehousing costs
Costs of transferring of the
discontinued units
Total operating costs
2022
$ 231,142
( 956)
271,245
-
$ 501,431
2021
$ 392,209
( 489)
222,876
( 4,799)
$ 609,797

(2) In 2022 and 2021, the Group raised the prices of some products and cleared some inventories or wrote off the inventories to the net realizable value, resulting in NT$956 thousand and NT$489 thousand in inventory price recovery benefits, respectively.

(3) The Group does not pledge the inventory.

8. Real estate and construction land

Items
Houses and parking spaces
for sale
Construction land
Total
Less: Loss allowance for
falling price
Net amount
December 31, 2022
$ 3,060
1,858
4,918
-
$ 4,918
December 31, 2021
$ 3,060
1,858
4,918
-
$ 4,918

(1) The interest capitalization amount of the premises for sale and construction land in both 2022 and 2021 is NT$0 thousand.

(2) The Group does not pledge the real estate and construction land.

  1. Non-current assets to be sold (net) and discontinued units

(1) On March 23, 2017, the Group was approved by the board of directors to discontinue the production at Pingzhen Cotton Factory and transfer the related assets and liabilities into the disposal group to be sold, which is expressed as a discontinued unit in line with the its definition. The sale transaction of the disposal group to be sold was completed in June 2019.

(2) The cash flow information of the discontinued unit is as follows:

Cash flows from operating
activities
Cash flows from investing
activities:
Cash flows from financing
activities:
Total cash flow
2022
$ -
-
-
$-
2021
($ 2,621)
-
-
($2,621)

(3) Assets classified as disposal group for sale: None.

(4) Liabilities classified as disposal group for sale: None.

(5) Accumulated income or expenses recognized in other comprehensive profit or loss related to the disposal group classified as pending sale: None.

- 85 -
  • (6) The analysis of the operating results of the discontinued units and the results of re-measurement and recognition of assets or groups to be disposed of is as follows:

follows:
Profit or loss from operating
Operating revenue
Operating costs and operating expenses
Pre-tax operating loss of discontinued units
Income tax (expense) benefit
After-tax operating loss of discontinued units (A)
Disposal gains (loss) of assets of discontinued units and
measurement gains (loss) based on net fair value
Pre-tax asset disposal gains (loss) and net fair value measurement
gains (loss) of discontinued units
Income tax (expense) benefit
Disposal gains (loss) of assets of discontinued units and
measurement gains (loss) based on net fair value (B)
Loss of discontinued units (A+B)
2022 2021
$ -
-
$ 3,925
( 6,546)
-
-
( 2,621)
-
$- ($2,621)
$ -
-
$ -
-
$ - $ -
$ - ($ 2,621)
  • (7) Liabilities directly related to non-current assets to be sold: None.

10. Other financial assets - Current

Other financial assets - Current
Items
Restricted
time
deposit
(within one year)
Reserve deposit
Total
December 31, 2022 December 31, 2021
$ 181,533
5,011
$186,544
$ 178,253
2,744
$180,997

Please refer to Note (8) for information on providing guarantees with other financial assets-liquidity.

  1. Investment accounted for under the equity method

  2. (1) Investment subsidiary

The Group's subsidiaries are listed as follows:

Investees December 31, 2022
Carrying amount
Shareholding
$ -
-
December 31, 2022
Carrying amount
Shareholding
$ -
-
December 31, 2021

Carrying amount
Shareholding
$ 11
98.67

Shareholding
LILYTEX
INTERNATIONAL
CORP.
-

It is determined that the subsidiary LILYTEX INTERNATIONAL CORP. will be dissolved on October 1, 2021. The Company lost its significant influence on the subsidiary from that day on and ceased the application of the equity method. LILYTEX INTERNATIONAL CORP. was liquidated on June 13, 2022.

(2) Investment affiliated enterprise:

Investees December 31, 2022 December 31, 2022 December 31, 2021

Carrying amount
Shareholding
$ 159,899
44.76
172,180
44.91
6,701
46.27
$338,780
Carrying amount
Shareholding
SUNNY
LOGISTICS
CO., LTD.
LILY CONSTRUCTION
CO., LTD.
GIANTEX
TEXTILE
CORPORATION
Total
$ 200,500

173,411

12,891

44.76

44.91

46.27
$ 159,899
172,180
6,701
$338,780
$386,802

The Company sold 2,800 thousand shares of GIANTEX TEXTILE CORPORATION in November 2021. After the sale, the shareholding was reduced to 46.27%. The Company hence lost control over GIANTEX TEXTILE CORPORATION from that day but maintained significant influence, and it will be classified as an affiliated enterprise.

- 86 -
  • (3) The shares of individual insignificant affiliated enterprises of the Group are summarized as follows:

summarized as follows:
Share:
Net income
Other comprehensive income
or loss (net after taxes)
Total comprehensive income
2022
$ 10,696
37,326
$48,022
2021
$ 147,974
44,113
$192,087

12. Property, plant and equipment

roperty, plant and equipment
Items
Land
Buildings
Machine and equipment
Other equipment
Equipment to be inspected
and unfinished projects
Total costs
Less:
Accumulated
depreciation
Total
December 31, 2022
$ 2,101,323
1,899,367
193,325
888,838
290,050
5,372,903
( 963,554)
$4,409,349
December 31, 2021
$ 2,101,323
1,867,307
193,325
869,004
103,257
5,134,216
( 889,666)
$4,244,550
Costs Land Buildings Machine and
equipment
Other
equipment
Equipment to
be inspected
and unfinished
projects
Total
$ 2,101,323
-
-
-
-
$ 1,867,307
3,295
( 11,906)
40,671
-
$ 193,325
-

-

-

-

$ 869,004

12,989

-

6,834

11

$ 103,257

229,992

-

( 43,199)

-

$ 5,134,216

246,276

( 11,906)

4,306

11
Balance as of January 1,
2022
Addition
Disposal
Reclassification
Impact
of
foreign
currency
exchange
differences
Balance as of December
31, 2022
Accumulated
depreciation
and
impairment
$ 2,101,323 $ 1,899,367 $ 193,325
$ 888,838

$ 290,050

$ 5,372,903
$ -
-
-
-
$ 418,205
54,227
( 11,906)
-
$ 192,698

261

-

-

$ 278,763

31,302

-

4

$ -

-

-

-

$ 889,666

85,790

( 11,906)

4
Balance as of January 1,
2022
Depreciation
Disposal
Impact
of
foreign
currency
exchange
differences
Balance as of December
31, 2022
$ - $ 460,526 $ 192,959
$ 310,069

$ -

$ 963,554
Costs Land Buildings Machine and
equipment
Other
equipment
Equipment to
be inspected
and unfinished
projects
Total
$ 1,750,124
-
$ 1,524,553
17,061
$ 116,742

-

$ 729,639

7,700

$ 341,107

255,866

$ 4,462,165

280,627
Balance as of January 1,
2021
Addition
- 87 -
Disposal
Consolidated changes of
entities
Reclassification
Impact
of
foreign
currency
exchange
differences
Balance on 2021.12.31
Accumulated
depreciation
and
impairment
-
351,199
-
-
( 6,535)
( 96,815)
429,043
-

-

76,583

-

-

( 662)

( 57,837)

190,158

6

-

-

( 493,716)

-

( 7,197

273,130

125,485

6
$ 2,101,323 $ 1,867,307 $ 193,325
$ 869,004

$ 103,257

$ 5,134,216
$ -
-
-
-
-
$ 430,132
39,457
( 6,535)
( 44,849)
-
$ 115,752

363

-

76,583

-

$ 307,738

26,058

( 660)

( 54,375)

2

$ -

-

-

-

-

$ 853,622

65,878

( 7,195

( 22,641

2
Balance as of January 1,
2021
Depreciation
Disposal
Reclassification
Impact
of
foreign
currency
exchange
differences
Balance on 2021.12.31
$ - $ 418,205 $ 192,698
$ 278,763

$ -

$ 889,666
  • (1) The property, plant and equipment of the Group are mainly for self-use purposes. (2) The additions in this period and the cash flow acquisition of property, plant and equipment are adjusted as follows:
Items
Increase of property, plant and
equipment
Increase (decrease) of payable
equipment fees
Cash paid
2022
$ 246,276
( 5,450)
$240,826
2021
$ 280,627
2,286
$282,913
  • (3) In 2022 and 2021, the capitalized amounts of unfinished construction and prepaid equipment interests of property, plant and equipment were NT$2,593 thousand and NT$4,146 thousand, respectively.

  • (4) There is no sign of impairment of property, plant and equipment, so impairment assessment has not been carried out.

  • (5) As of December 31, 2022 and 2021, due to legal restrictions, the Company is not yet able to register in the name of the Company, and the land temporarily registered in the name of the individual is NT$9,691 thousand. However, in order to ensure the rights and interests, the guarantee notes that the Company has obtained are all NT$19,506 thousand.

  • (6) Please refer to Note (8) for information on providing guarantees with property, plant and equipment.

  • Lease agreements

  • (1) Right-of-use assets

agreements
ight-of-use assets
Items
Transportation equipment
Other equipment
Total costs
Less:
Accumulated
depreciation
Accumulated
impairments
Total
December 31, 2022
$ 9,442
-
9,442
( 1,525)
-
$ 7,917
December 31, 2021
$ 7,831
2,273
10,104
( 8,931)
-
$ 1,173
- 88 -
Costs Transportation
equipment
Other equipment Other equipment
Balance as of January 1, 2022
Increase this period
De-recognition of this period
Balance as of December 31,
2022
Accumulated
depreciation
and impairment
$ 7,831
9,442
(7,831)

$ 2,273

-
(2,273)
$ 9,442
$ -
Transportation
equipment
Other equipment
Balance as of January 1, 2022
Depreciation
De-recognition of this period
Allocation
(reversal)
of
impairment loss
Balance as of December 31,
2022
Costs
$ 6,744
2,612
( 7,831)
-

$ 2,187

86
( 2,273)

-
$ 1,525
$ -
Transportation
equipment
Other equipment
Balance as of January 1, 2021
Increase this period
De-recognition of this period
Balance on 2021.12.31
Accumulated
depreciation
and impairment
$ 7,831
-
-

$ 2,273

-

-
$ 7,831
$ 2,273
Transportation
equipment
Other equipment
Balance as of January 1, 2021
Depreciation
De-recognition of this period
Allocation
(reversal)
of
impairment loss
Balance on 2021.12.31
ease liabilities
Items
$ 4,134
2,610
-
-

$


1,713
474
-
-
$ 6,744
$
2,187

(2) Lease liabilities

The discount rate range for the lease liability is as follows:

December 31, 2022 December 31, 2021
Transportation equipment 1.37%-1.61% 1.61%
Other equipment 1.62%~1.74% 1.62%~1.74%
For the maturity analysis of lease liabilities, please refer to Note (12)2.

(3) Important lease activities and terms

The Group leases some other equipment for use as business office. The lease period is from 2018 to 2025, with the right to renew the lease upon expiration of the lease period. The Group has included the lease renewal right after the lease period expires into the lease liabilities. In addition, according to the contract,

- 89 -

without the consent of the lessor, the Group is not allowed to sublease the subject asset of the lease to others. As of December 31, 2022, there was no sign of impairment of the right-of-use asset, so no impairment assessment was performed.

  • (4) Sub-leasing

The Group subleases the leased land use rights and its above-ground factory buildings in Kunshan City, Jiangsu Province, China to other companies through operating leases. The relevant right-of-use assets are listed as investment real estate. Please refer to Note (6)14 Notes of "Investment Real Estate". The amount related to the above-mentioned right-of-use assets does not include the right-of-use assets that meet the definition of investment real estate.

  • (5) Other information on the leases

  • A. Please refer to Note (6)14 "Investment Real Estate" for the Group's agreement on leasing investment real estate under lease for operating.

  • B. In 2021 and 2020, the Group chose to apply the recognition exemption for short-term leases and low-value asset leases, and did not recognize the relevant right-of-use assets and lease liabilities for these leases.

  • C. The Group's lease information is as follows:

Items
Expenses
relating
to
short-term leases
Low-value
asset
lease
expenses
Variable payment profit not
included in
lease liability measurement
Lease cash outflow amount
(Note)
2022
$-
$134
$-
($2,891)
2021
$-
($453)
$-
($ 3,659)

(Note): It includes the principal payment of lease liabilities in the current period.

14. Investment property

nvestment property
Balance as of January
1, 2022
Added for the period
Changes of fair value
Net
exchange
differences
Balance
as
of
December 31, 2022
Buildings
$ 439,022
1,508
( 24,578)
7,882
$ 423,834
Right-of-use
assets
$ 487,039
-
( 13,476)
8,854
$ 482,417
Total
$ 926,061
1,508
( 38,054)
16,736
$ 906,251
Balance as of January
1, 2021
Added for the period
Changes of fair value
Net
exchange
Buildings
$ 534,239
2,210
( 101,935)
4,508
Right-of-use
assets
$ 427,146
-
55,663
4,230
Total
$ 961,385
2,210
( 46,272)
8,738
- 90 -

differences Balance on 2021.12.31

$ 439,022 $ 487,039

$ 926,061

  • (1) The subsidiary Kunshan Lily Textile Co., Ltd. decided on July 18, 2018 to stop production and end its own use of the factory building, and lease the factory building. According to the provisions of International Accounting Standards No. 40 "Investment Real Estate", land use rights and building construction were reclassified as investment real estate and measured at fair value of NT$1,021,066 thousand, and recognized as real estate revaluation appreciation of NT$912,235 thousand. The right-of-use asset in the investment real estate is the land-use right leased by the Group in Kunshan City, Jiangsu Province, China, together with the houses and buildings on the land, which are sub-leased to other enterprises in the form of operating lease.

  • (2) Rental income and direct operating expenses of investment real estate:

Items
Rental
income
from
investment
property
Direct operating expenses incurred by
investment property that generates
rental income of the current period
Investment property that generates
rental income of the current period
Direct operating expenses not incurred
by
investment property that generates
rental income of the current period
2022
$ 49,495
$ 4,417
$ -
2021
$ 10,127
$ 4,371
$ -
  • (3) The leasing period of the investment real estate lease is 5 to 10 years, and 3 months before the expiry of the lease period, a written notice is required to renew the lease, and a new lease contract is signed, otherwise it will be deemed as a waiver of the lease renewal.

  • The lessee shall adjust the rent according to the market rent when exercising the right to renew the lease. At the end of the lease period, the lessee does not have preferential purchase rights for the asset.

  • (4) The total amount of lease payments that the Group will receive in the future for leasing investment real estate under operating leases is as follows:

Year 1
Year 2
Year 3
Year 4
Year 5
More than 5 years
December 31, 2022
$ 48,620
48,620
58,565
61,880
61,880
402,662
$ 682,227
December 31, 2021
$ 41,100
47,740
47,740
58,590
60,760
451,071
$ 707,001
  • (5) Loss of investment real estate adjusted by fair value is as follows:

December 31, 2022 December 31, 2021 Outsourced appraisal $ 906,251 $ 926,061 The fair value of investment real estate on December 31, 2022 and 2021 was appraised on December 31, 2022 and 2021 by the Chengzheng Cross-Strait Real Estate Appraiser Firm, which is qualified as a real estate appraiser in Taiwan. On December 31, 2022, appraisers Lin, Jin-sheng and Huang,

- 91 -

Huo-ming conducted the appraisal, and on December 31, 2021, appraisers Lin, Jin-sheng and Hsieh, Kun-long conducted the appraisal.

  • (6) Except for undeveloped land, the fair value of investment real estate is evaluated using the income method, and its important assumptions are as follows:
Estimated
future
cash
inflows
Estimated
future
cash
outflows
Estimated future net cash
inflows
Discount rate
December 31, 2022
$ 1,508,021
( 156,922)
$ 1,351,099
5.1%~7.6%
December 31, 2021
$ 1,626,365
( 163,002)
$ 1,463,363
5.1%~7.6%%
  • A. The investment real estate is located in the Jichiang Road, Shipu Town, Kunshan City, Jiangsu Province, China, with a total of 13 ground buildings and land use rights, such as single factory building and duplex factory building. Currently, part of it is leased out as a business lease, and it will be generated in 2022 and 2021. The rental income was NT$49,495 thousand and NT$10,127 thousand respectively.

  • B. The fair value of the investment real estate is appraised by the Chengzheng Cross-Strait Real Estate Appraiser Firm based on the company's actual rental price using the income method. The Company's actual rental price is within the rental price range of similar comparison targets in the market.

  • C. The future cash inflow expected from investment real estate includes rental income, deposit interest income and end-of-period disposal value, rental income is estimated based on the Group's current rent and taking into account the annual growth rate of future rent, the benefit analysis period is estimated based on the service life of the land use right of the local government in China, and the deposit interest income is estimated at an interest rate of 1.5% per annum. The expected future cash outflow of investment real estate includes land value tax, house tax, insurance premium, maintenance fee and other expenses. These expenses are estimated based on the current expenditure level and take into account the adjustment of the announced land price in the future and the tax rate stipulated in the house tax regulations.

  • D. The discount rate is determined by taking into account the People's Bank of China's 2-year time deposit rate of 2.1% and adding 3% to 5.5% of the risk premium related to the investment real estate.

  • E. Please refer to Note (8) for information on providing guarantee with investment real estate.

15. Other non-current assets

- 92 -
Items
Advance
payment
for
equipment
Refundable deposits
Collection items
Less: Allowance for losses -
Collections
Long-term prepayments
Total
December 31, 2022
$ 26,449
12,517
6,299
( 6,299)
4,683
$43,649
December 31, 2021
$ 5,425
11,917
6,299
( 6,299)
9,488
$26,830

16. Short-term borrowings

hort-term borrowings
Type of borrowings
Mortgage loan
Type of borrowings
Mortgage loan
Loan for purchasing loans
Total
December 31, 2022
Amount
Interest rate
$ 531,400
1.70%~5.75%
December 31, 2021
Interest rate
Amount
$ 442,800
5,260
$448,060
Interest rate
1.20%~5.75%
1.12%

For short-term loans, the company provides some other financial assets and real estate, plant and equipment as guarantees for loans, please refer to Note (VIII). 17. Allowance for liabilities - Current

Items
Employee benefits
Items
Balance as of January 1
Increased
allowance
for
liabilities for the current
period
Allowance for liabilities for
in the current period
Balance as of December 31
December 31, 2022
$ 3,018
2022
Employee benefits
$ 2,736
3,018
( 2,736)
$ 3,018
December 31, 2021
$2,736
2021
Employee benefits
$ 2,414
2,736
( 2,414)
$2,736

Allowance for employee benefit liabilities is the valuation of employees' existing short-term leave entitlements.

18. Long-term loans and long-term liabilities due within one year

Loaning institutions Maturity date December 31,
2022
December 31,
2021
Repayment
method
Explanation
(1)
Explanation
(2)
Explanation
(3)
Explanation
(4)
Explanation
(5)
Explanation
The Company
SUNNY BANK
SUNNY BANK
SUNNY BANK
JihSun Bank
Taiwan Business Bank
Taiwan Business Bank
2028.06.18
2027.12.30
2024.06.18
2031.01.15
2024.01.06
2024.03.02
$ 597,000
510,000
400,000
745,000
250,000
530,000

$ 600,000

570,000

490,000

755,000

250,000

530,000
- 93 -

(6)

(6)
Second-tier subsidiary
Sunny
Finance
Lease
Company
2025.09.18
Rural Commercial Bank
2034.07.24
Total
Less:
Long-term
liabilities
maturing within one year
Long-term borrowings
Interest rates
35,360
209,073

37,541Explanation
(7)

216,567Explanation
(8)

3,449,108
( 168,819)
$ 3,280,289
1.12%~5.75%
3,276,433
( 146,723)
$ 3,129,710
1.75%~6.86%
  • (1) The Company borrowed the mid- and long-term loan of NT$600,000 thousand from SUNNY BANK. The repayment method is starting the repayment each month (regarded as one installment) from June 18, 2021 for a consecutive 84 installments, and it repays the interest only for the first to 24th installments, and from the 25th to the 83rd installments repays NT$1,000 thousand in each installment, and the remaining NT$541,000 thousand will be paid off in lump-sum manner in the 84th installment.

  • (2) The Company borrowed the mid- and long-term loan of NT$600,000 thousand from SUNNY BANK. The repayment method is starting the repayment each month (regarded as one installment) from December 30, 2020 for a consecutive 84 installments. It repays the interest only for the first to 6th installments, and from the 7th to the 83rd installments, repays NT$5,000 thousand in each installment, and the remaining NT$215,000 thousand will be paid off in a lump-sum manner in the 84th installment.

  • (3) The Company borrowed a mid- and long-term loan of NT$514,000 thousand from the SUNNY BANK. The repayment method is repayment in lump-sum manner on January 6, 2024.

  • (4) The Company borrowed the mid- and long-term loan of NT$800,000 thousand from JihSun Bank. The repayment method is starting the repayment each three months (regarded as one installment) from January 15, 2022 for a consecutive 36 installments, and it repays the amount of NT$15,000 thousand for each installments, and the remaining principal of NT$275,000 thousand will be paid off in lump-sum manner.

  • (5) The Company borrowed a mid- and long-term loan of NT$250,000 thousand from the Taiwan Business Bank. The repayment method is repayment in lump-sum manner on January 6, 2024.

  • (6) The Company borrowed a mid- and long-term loan of NT$530,000 thousand from the Taiwan Business Bank. The repayment method is repayment in lump-sum manner on March 2, 2024.

  • (7) The Company's sub-subsidiary and Sunny Finance Lease signed an after-sale leaseback contract for machinery and equipment. The lease period is 3 years. After the expiration, the relevant machinery and equipment will still belong to the sun company. The loan amount is RMB 10,000 thousand, and the repayment method is that starting from October 18, 2019, for each month as an installments with a total of 36 installments, and the principal of RMB 50 thousand is repaid in each installment. The remaining RMB 8,250 thousand is paid off in the 36th installment. The sub-subsidiary signed a supplementary contract on September 1, 2022, extending the original financial lease contract for a total of 72 installments, and the remaining RMB6,488 thousand is paid off in the 72nd installment.

  • (8) The Company's subsidiary borrowed a mid- and long-term loan of RMB 53,293 thousand from the Rural Commercial Bank. The repayment method involves

- 94 -

starting the repayment on August 20, 2020, with one installment each month for a total of 169 installments. Each installment involves a fixed repayment of principal and interest of RMB 493 thousand.

  • (9) The Group provides some other financial assets, investment real estate and property, plant and equipment as guarantee for loans, please refer to Note (8) for details.

19. Pension

  • (1) Defined contribution plan

  • A. The pension system of the "Labor Pension Act" applicable to the Group is a defined pension contribution plan managed by the government, and 6% of the employee's monthly salary is allocated to the individual account of the Bureau of Labor Insurance. Subsidiaries outside the Republic of China have participated in the definite allocation method handled by the local government, and allocated pensions to the local government on a monthly basis.

  • B. In 2022 and 2021, the amount that shall be allocated in accordance with the specified proportion in the definite distribution plan has been recognized in the profit and loss statement as a total of NT$3,724 thousand and NT$3,007 thousand, respectively.

  • (2) Defined-benefits plan

  • A. The pension system of Taiwan's "Labor Standards Act" applicable to the Group is a defined pension benefit plan managed by the government. The payment of employee pensions is calculated based on the years of service and the average salary of the six months before the approved retirement date. These companies allocate 4% of the total monthly salary of the employees to the employee pension fund, which is deposited in the designated account of the Bank of Taiwan under the name of the Supervisory Committee of Business Entities’ Labor Retirement Reserve. Before the end of the year, if the balance in the estimated special account is insufficient to pay the workers who are expected to meet the retirement conditions in the next year, the difference will be allocated before the end of March of the next year. The designated account is entrusted to the Bureau of Labor Funds of the Ministry of Labor for management, and the Group has no right to instruct the investment management strategy.

  • B. The amount of the Group's obligations arising from the defined benefit plan included in the parent company only balance sheet is as follows:

Items
Defined benefit obligation
Fair value of plan assets
Net
confirmed
benefit
debt
December 31, 2022
($ 23,255)
5,999
($ 17,256)
December 31, 2021
($ 20,707)
3,999
($ 16,708)

C. Changes in defined benefit liabilities are presented as follows:

Items 2022
Present value of
defined benefit
plan obligations

Fair value of
plan assets
Net confirmed
benefit debt
Balance as of January 1, 2022
Service costs
Current period service costs
Interest Expense (Income)
($20,707)
$ 3,999
($16,708)
( 183)
( 86)

-

11

( 183)

( 75)
- 95 -
Previous period service costs
Liquidation loss (gain)
Deferred tax income (expense)
recognized in profit or loss
Remeasurement number
Return on project assets
(except for
the amount included in net
interest)
Actuarial (profit) loss-
Impact from demographic
assumptions
Impact from changes in
financial assumptions
Experience adjustment
Deferred tax income (expense)
recognized
in
other
comprehensive income
Contributions by employer
Number of benefit payments
on the account
Number of benefit payments
Balance as of December 31,
2022
Items
-
-

-

-

-

-
( 269)
11

( 258)

-

-
72
( 2,351)

327

-

-

-

327

-

72

( 2,351)

( 2,279)

327

( 1,952)
-
-
-

1,662

-

-

1,662

-

-

($ 23,255)

$ 5,999
($ 17,256)
Present value of
defined benefit
plan obligations
Fair value of
plan assets
Net confirmed
benefit debt
Balance as of January 1, 2021
Service costs
Current period service costs
Interest Expense (Income)
Previous period service costs
Liquidation loss (gain)
Deferred tax income (expense)
recognized in profit or loss
Remeasurement number
Return on project assets
(except for
the amount included in net
interest)
Actuarial (profit) loss-
Impact from demographic
assumptions
Changes
in
financial
assumptions
Experience adjustment
Deferred tax income (expense)
recognized
in
other
comprehensive income
Contributions by employer
Number of benefit payments
on the account
Number of benefit payments
Balance as of December 31,
($ 20,260)
$ 4,003
($ 16,257)
( 182)
( 68)
-
-

-

7

-

-

( 182)

( 61)

-

-
( 250)
7

( 243)

-

-
70
( 1,349)

58

-

-

-

58

-

70

( 1,349)
( 1,279)
58

( 1,221)
-
-
1,082

1,013

-

( 1,082)

1,013

-

-
($20,707)
$ 3,999
($16,708)
- 96 -

2021

  • D. The Group is exposed to the following risks due to the pension system of the "Labor Standards Act":

  • (A) Investment risk

The Bureau of Labor Funds of the Ministry of Labor invests labor pension funds in domestic (foreign) equity securities, debt securities, and bank deposits through self-use and entrusted operation methods, however, the distribution amount of the Group's planned assets is not lower than the income calculated from the local bank's 2-year time deposit interest rate.

  • (B) Interest rate risk

A decrease in interest rates on government bonds will increase the present value of defined benefit obligations, but the return on debt investment in plan assets will also increase. The effects of the two on net defined benefit liabilities will be partially offset.

  • (C) Salary risk

The calculation of the present value of the defined benefit obligation refers to the future salary of the members of the plan. An increase in the salary of the members of the plan will therefore increase the present value of the defined benefit obligations.

  • E. The present value of the Group's defined benefit obligations is calculated by a certified actuary. Significant assumptions at the measurement date are listed below:

below:
Items
Discount rate
Growth of future salary
Determining the average due
period of benefit obligation
Measurement Date
December 31, 2022
1.70%
2.00%
11 years
December 31, 2021
0.48%
1.00%
12 years
  • (A) The assumptions for the future mortality rate are estimated based on the empirical life expectancy table of the Taiwanese life insurance industry in 2021.

  • (B) If there are reasonably possible changes in major actuarial assumptions, and all other assumptions remain unchanged, the amount that will increase (decrease) the present value of the defined benefit obligation is as follows:


is as follows:
Items
Discount rate
Increase 0.5%
Decrease 0.5%
Expected rate of salary
increase
Increase 0.25%
Decrease 0.25%
December 31, 2022
($ 609)
$ 648
$ 313
($ 305)
December 31, 2021
($ 578)
$ 591
$297
($289)

Since the actuarial assumptions may be related to each other, the possibility of only a single assumption changing is unlikely, so the above sensitivity analysis may not be able to reflect the actual changes in the present value of the defined benefit obligations.

- 97 -
  - F. The Group expects to pay NT$1,200 thousand and NT$900 thousand to the pension plan in 2023 and 2022, respectively.
  1. Capital

  2. (1) The adjustments to the number and amount of ordinary shares outstanding at the beginning of the period and at the end of the period are as follows:

January 1
December 31
2022 2022 2021
Number of
shares
(thousand)
Amount

135,343
$1,353,430

135,343
$1,353,430
Number of
shares
(thousand)
Amount Number of
shares
(thousand)
135,343
$1,353,430

135,343
135,343
$1,353,430

135,343
  • (2) As of December 31, 2022 and 2021, the Company's authorized capital is NT$3,530,000 thousand which is divided into 353,000 thousand shares. The paid-in capital on December 31, 2022 and 2021 was both NT$1,353,430 thousand, and 135,343 thousand shares were issued.

  • Capital surplus

apital surplus
Items
Changes
in
recognized
ownership
interests in subsidiaries
December 31,2022
$ 701
December 31,2021
$ 701

In accordance with the provisions of the Company Act, the capital surplus from the issuance of shares exceeding the par value and the capital reserve from the receipt of gifts may be used to make up for losses, and when the Company has no accumulated losses, new shares or cash may be issued to shareholders in proportion to their original shares. In addition, in accordance with the relevant provisions of the Securities and Exchange Act, when the above-mentioned capital reserve is allocated to capital, the total amount shall not exceed 10% of the paid-in capital each year. Capital surpluses should not be used to cover accumulated deficit unless the legal reserve is insufficient. The capital surplus generated from investment using the equity method shall not be used for any purpose.

22. Retained earnings

  • (1) According to the Articles of Incorporation, annual surpluses concluded by the Company are first subject to taxation and making up for previous losses, followed by a 10% provision for legal reserves; however, no further provision is needed when legal reserves have accumulated to the same amount as the Company's paid-in capital. Any surpluses remaining shall then be subject to provision or reversal of special reserves, as the laws. The residual balance (if any) can then be added to undistributed earnings carried from previous years per board resolution, and the shareholder meeting resolved to distribute shareholder bonus shares.

  • (2) The legal reserve shall not be used except for making up the company's losses and issuing new shares or cash in proportion to the shareholders' original shares. However, the issue of new shares or cash shall be limited to the portion of the reserve exceeding 25% of the paid-in capital.

  • (3) Special reserve

  • A. When the Company distributes the surplus, according to laws and regulations, the special reserve shall be withdrawn from the debit balance of other equity items on the balance sheet date of the current year before the distribution. Later when the debit balance of other equity items is reversed, the reversed amount may be included in the distributable surplus.

- 98 -
  • B. When adopting IFRSs for the first time, according to official latter Jin Guan Zheng Fa Zi No. 1010012865 dated April 6, 2012, the special reserve of NT$580,567 thousand was provided, if the Company subsequently uses, disposes or reclassifies the relevant assets, the proportion of the original special surplus reserve will be reversed to the distributable retained surplus. In July 2018, the shareholders' meeting resolved to use the special reserve to make up for the loss of NT$580,567 thousand. For any fiscal year with surplus thereafter, before the reason for the allocation of special reserve is eliminated, the shortfall shall be supplemented before the surplus can be distributed.

  • (4) The Company's profit distribution plan for 2022 and 2021 was proposed by the board of directors in March 2023 and the resolution of the shareholders' meeting was reached in June 2022. There are no distribution matters because there are still losses to be made up in both years.

  • (5) For information on the profit distribution proposed by the board of directors and resolutions of the shareholders' meeting, please visit the official site of "MOPS" of TWSE.

23. Others

Others
Items Exchange
differences on
translation of
foreign operations
Unrealized gain or loss
on financial assets
measured at fair value
through other
comprehensiveincome
Real estate
revaluation
appreciation
Total
Balance as of January 1, 2022
Exchange differences arising from the translation of
financial statements of foreign operating
institutions
Share of other comprehensive profit and loss of
affiliated enterprises and joint ventures recognized
using the equity method
Unrealized gains (losses) from investmentsin
equity instruments measured at fair value through
other comprehensive income
Balance as of December 31, 2022
$ 98,839
( 15,215)
-
-

$ 86,467

-

37,326

14,583

$ 503,632

-

-

-

$ 688,938
( 15,215)
37,326
14,583
$83,624
$138,376

$503,632

$725,632
Items Exchange
differences on
translation of
foreign operations
Unrealized gain or loss
on financial assets
measured at fair value
through other
comprehensiveincome
Real estate
revaluation
appreciation
Total
Balance as of January 1, 2021
Exchange differences arising from the translation of
financial statements of foreign operating
institutions
Share of other comprehensive profit and loss of
affiliated enterprises and joint ventures recognized
using the equity method
Unrealized gains (losses) from investments in equity
instruments measured at fair value through other
comprehensive income
Balance on 2021.12.31
$ 105,771
( 6,932)
-
-
$ 40,378

-

44,113

1,976

$ 503,632

-

-

-

$ 649,781
( 6,932)
44,113
1,976
$98,839
$86,467

$503,632

$688,938

24. Treasury stocks

  • (1) The situation of the company's repurchase of issued and outstanding shares: None.

  • (2) The changes in the number of shares of the company held by relevant subsidiaries in the current period are summarized as follows:

  • 2022: None

Name of subsidiaries 20 21
Number at the beginning of the
period
Increas e this period Decrease this period Number
the
at the end of
period
Number of
Shares
Amount Number
ofShares
Amount Number of
Shares
Amount Number
ofShares
Amount
GIANTEX TEXTILE
CORPORATION

461 thousand
shares
$ 9,056 - $ - 461仟股 $ 9,056 - $ -
- 99 -
  • (3) Subsidiaries holding shares of the Company and enjoying the distribution of dividends, but having no voting rights.

  • (4) The Group sold 2,800 thousand shares of GIANTEX TEXTILE CORPORATION in November 2021. After the sale, the shareholding was reduced to 46.27%. The Company hence lost control over GIANTEX TEXTILE CORPORATION from that day. In accordance with IAS 32, the application of treasury stocks shall cease.

25. Non-controlling interests

Non-controlling interests Non-controlling interests
Items
Beginning balance
Shares
attributable
to
non-controlling interests:
Net loss for the year
Other comprehensive income
for the current year
Decrease in non-controlling
interests
Changes
in
ownership
in
subsidiaries
Ending balance
Operating revenue
Items
Revenue
from
customer
contracts
Sales revenue
Logistics revenue
Total
2022
($ 249,895)
( 82,433)
( 12,344)
( 6,450)
-
($ 351,122)
2022
$ 257,750
589,750
$ 847,500
2021
($ 372,254)
( 18,053)
( 5,624)
-
146,036
($ 249,895)
2022
$ 257,750
589,750
$ 847,500
2021
$ 443,392
423,425
$ 866,817

26. Operating revenue

(1) Breakdown of revenue by contract with customers

The Group's income is mainly derived from products and services transferred at a certain point in time, and income can be further divided into the following major products:


major products:
Product type
Cotton and Fiber
Logistics
Others
Total
(2) Contract balance
Contract liabilities - sales of
goods
2022
$ 220,046
589,750
37,704
$ 847,500
December 31, 2022
$ 1,818
2021
$ 324,684
423,425
118,708
$ 866,817
December 31, 2021
$ 3,206
  • A. Significant changes in contract assets and contract liabilities

  • Changes in contract liabilities are primarily attributable to differences in the timing of satisfaction of performance obligations and the timing of payment by customers.

  • B. The contract liabilities at the beginning of the period and the previously satisfied performance obligations recognized as revenue in 2022 and 2021 were NT$3,206 thousand and NT$3,141 thousand, respectively.

  • C. Unfulfilled customer contracts

- 100 -

As of December 31, 2022, the Group's unfulfilled customer contracts for the sale of products or services are expected to last for less than one year, and are expected to be performed within the next year and recognized as revenue.

  • (3) Additional costs for obtaining contracts: None.

(4) The cost of fulfilling the contract: None.

  1. Employee benefits, depreciation, depletion and amortization expenses
Type 2022 Total

$ 102,319

8,062

3,982

5,449

88,488

9,458

$ 217,758
Total

$ 85,970

6,377

3,250

5,351

68,962

7,234
$177,144
Operating costs
Operating expenses
Employee
benefits
expense
Payroll expenses
Labor
and
health
insurance
Pension
Other
employee
benefits expense
Depreciation
Amortization expenses
Total
Type
$ 65,426
5,544
2,497
2,841
85,670
9,434
$ 36,893
2,518
1,485
2,608
2,818
24
$ 171,412 $ 46,346
2021
Operating costs
Operating expenses
Employee
benefits
expense
Payroll expenses
Labor
and
health
insurance
Pension
Other
employee
benefits expense
Depreciation
Amortization expenses
Total
$ 52,275
4,241
1,961
2,113
66,148
7,210
$ 33,695
2,136
1,289
3,238
2,814
24
$133,948 $43,196
  • (1) According to the Company's Articles of Association, if there is any profit in the year, no less than 3% of such profit shall be allocated as employee remuneration, and the board of directors will determine to distribute it in the form of stock or cash, and those qualified for receiving the distribution include employees of affiliated enterprises who meet certain conditions; based on the above-mentioned profit amount, the Company may allocate no more than 3% as remuneration for directors and supervisors by resolution of the board of directors. Proposals on the distribution of employee remuneration and director/supervisor remuneration shall be reported to the shareholders' meeting. However, if the Company still has accumulated losses, it shall reserve the compensation amount in advance, and then allocate employee remuneration and director/supervisor remuneration in proportion based on the preceding Paragraph.

  • (2) In 2022 and 2021, there were losses yet to be made up, and there was no payment plan for employee remuneration and director and supervisor remuneration. Therefore, it is estimated that both employee remuneration and director and

- 101 -

supervisor remuneration are NT$0. If there is any discrepancy between the actual distribution amount and the estimated amount as determined by the board of directors, it will be regarded as a change in accounting estimate and listed as profit or loss for the next year.

  • (3) In March 2022 and 2021, the board of directors resolved to distribute NT$0 for employee remuneration and director and supervisor remuneration for 2022 and 2021, which is no different from the employee remuneration and director and supervisor remuneration recognized in the financial reports.

  • (4) For information about the Company's employee remuneration and director and supervisor remuneration, please visit the official site of MOPS of TWSE.

28. Others

thers
Items 2022 2021
Dividend income $ 1,534 $ 1,697
Rental income 12 14
Others 3,666 3,725
Total $ 5,212 $ 5,436

ther gains and losses
Items 2022 2021
Financial asset measured at fair value
through profit or loss
($ 114) ($ 1,839)
and net loss on liabilities
Net foreign exchange gains 14,942 15,508
Loss of investments disposed of ( 1,228) ( 2,034)
Gain on disposal of property, plant and
equipment
- 1,205
Loss of investment real estate adjusted by
fair value
( 38,054) ( 46,272)
Others ( 1,496) ( 2,376)
Total ($25,950) ($ 35,808)

29. Other gains and losses

30. Finance costs

inance costs
Items
Interest expense:
Bank loan
Interest on lease liabilities
Others
Less: The capitalized amount of
assets meeting the requirements
Finance costs
ncome tax
(1) Components of income tax expense:
Items
Current income tax
Income tax incurred in the current
period
Surtax on unappropriated retained
earnings
The amount of tax payable under the
2022
$ 96,797
61
122
( 2,593)
$ 94,387
2022
2021
$ 93,599
41
162
( 4,146)
$ 89,656
2021
$ 8,938
118
-

31. Income tax

(1) Components of income tax expense:

- 102 -
minimum taxation system
Income tax adjustments of previous
year
Current income tax, total
Deferred tax
Origin and reversal of temporary
differences
Income tax (expense) benefit
-
3,182
270
$ 3,452
-
9,056
( 1,188)
$ 7,868

(2) The tax amount calculated by multiplying the income tax expense and the pre-tax net profit by the statutory tax rate is adjusted as follows:

Items
Income before income tax
Net profit (loss) before tax is calculated
according to the statutory tax rate
Tax impact of adjustment:
Amounts impacted by items that are not
included in the calculation of taxable income
Surtax on unappropriated retained earnings
The amount of tax payable under the minimum
taxation system
Income tax payable for the current year
Income tax adjustments of previous year
Net change in deferred tax
Expense of tax recognized in profit
2022
$146,465
($ 612)
2,829
965
-
3,182
-
270
$3,452
2021
$212,002
$ 34,944
( 26,006)
118
-
9,056
-
( 1,188)
$7,868

The tax rate applicable to the Group's entities subject to the Income Tax Law of the Republic of China is 20%, and the tax rate applicable to undistributed earnings is 5%.

(3) Deferred income tax assets (liabilities):

Items 2022 2022
Beginning
balance
Recognized in
(losses) gains
Ending balance
Deferred tax assets:
Temporary difference
Unrealized
loss
on
inventory price falling
Deferred tax liabilities:
Temporary difference
Unrealized exchange gains
Land value increment tax
Subtotal
Total
Items
$ 3,250 ($ 270) $ 2,980
-
( 370,231)
-
-
-
( 370,231)
( 370,231) - ( 370,231)
($366,981) ($270) ($367,251)
Beginning
balance
Recognized in
(losses) gains
Recognized in
other
comprehensive
(losses) gains

$ -
-
-
-
$-
Ending balance
Deferred tax assets:
Temporary difference
Unrealized
loss
on
inventory price falling
Deferred tax liabilities:
Temporary difference
Unrealized exchange gains
Land value increment tax
Subtotal
Total
$ 2,912 $ 338 $ 3,250
( 850)
( 370,231)
850
-
-
( 370,231)
( 371,081) 850 ( 370,231)
($368,169) $1,188 ($366,981)
- 103 -

(4) Items not recognized as deferred income tax assets

Items
Temporary
differences
which may be deducted
Loss deduction
Total
December 31, 2022
$ -
37,324
$ 37,324
December 31, 2021
$ 13,507
78,829
$ 92,336

(5) The Company's profit-seeking income tax has been approved by the tax collection unit until 2020.

  1. Other comprehensive income

unit until 2020.
32. Other comprehensive income

unit until 2020.
Other comprehensive income
2022
Items
Pre-tax amountIncome tax (expense)
benefit

Not to be reclassified to profit or loss in subsequent
periods:
Re-measurement of defined benefit plans
($ 1,952)
$ -
Unrealized gains (losses) from investments in equity
instruments measured at fair value through other
comprehensive income
14,583
-
Other comprehensive profit and loss shares of
subsidiaries, affiliated enterprises and joint ventures
recognized using the equity method
37,326
-
Subtotal
49,957
-
To be reclassified to profit or loss in subsequent
periods:
Exchange differences on translation of foreign
operations
( 27,559)
-
Deferred tax income (expense) recognized in other
comprehensive income
$ 22,398
$ -
2021
Items
Pre-tax amountIncome tax (expense)
benefit

Not to be reclassified to profit or loss in subsequent
periods:
Re-measurement of defined benefit plans
($ 1,221)
$ -
Unrealized gains (losses) from investments in equity
instruments measured at fair value through other
comprehensive income
1,976
-
Other comprehensive profit and loss shares of
subsidiaries, affiliated enterprises and joint ventures
recognized using the equity method
44,113
-
Subtotal
44,868
-
To be reclassified to profit or loss in subsequent
periods:
Exchange differences on translation of foreign
operations
( 12,556)
-
Deferred tax income (expense) recognized in other
comprehensive income
$ 32,312
$ -
33. Basic earnings per share
2022
Net profit for the period attributable to the
continuing business unit of the parent
company
$ 225,446
After-tax loss of closed units
$-
Weighted
average
number
of
shares
outstanding in the current period (1,000
shares)
135,343
Net profit attributable to the continuing
business unit of the parent company
$ 1.67
Net profit or loss from discontinued
-
Items 2022
Pre-tax amount Income tax (expense)
benefit
Net income after
tax
Not to be reclassified to profit or loss in subsequent
periods:
Re-measurement of defined benefit plans
Unrealized gains (losses) from investments in equity
instruments measured at fair value through other
comprehensive income
Other comprehensive profit and loss shares of
subsidiaries, affiliated enterprises and joint ventures
recognized using the equity method
Subtotal
To be reclassified to profit or loss in subsequent
periods:
Exchange differences on translation of foreign
operations
Deferred tax income (expense) recognized in other
comprehensive income
Items
($ 1,952)
14,583
37,326
$ -
-
-
($ 1,952)
14,583
37,326
49,957 - 49,957
( 27,559) - ( 27,559)
$ 22,398 $ - $ 22,398
2021
Pre-tax amount Income tax (expense)
benefit
Net income after
tax
($ 1,221)
1,976
44,113
$ -
-
-
($ 1,221)
1,976
44,113
44,868 - 44,868
( 12,556) - ( 12,556)
$ 32,312 $ - $ 32,312
2021
$ 224,808
($2,621)
134,922
$ 1.67
( 0.02)
- 104 -

operation Basic earnings per share (after tax) (NT$) $ 1.67 $ 1.65

  1. Disposal of subsidiary

  2. (1) On November 30, 2021, the company sold 2,800 thousand shares of GIANTEX TEXTILE CORPORATION, a subsidiary of the Company, and its shareholding in GIANTEX TEXTILE CORPORATION dropped to 46.27%, and lost control of the subsidiary from that date.

A. On the date of loss of control, analysis of assets and liabilities of loss of control:


control:
Items November 30,
2021
Current assets
Cash and cash equivalents $ 198
Financial assets measured at fair value through other
comprehensive income
7,761
Other receivables 132,002
Non-current assets
Investment accounted for under the equity method 38
Current liabilities
Payables ( 6,400)
Other payables ( 117,632)
Non-current liabilities
Others ( 850)
Net assets disposed of $15,117
  • B. Cash flow of disposal of subsidiaries:
ash flow of disposal of subsidiaries:
Items November 30,
2021
Disposal of cash and equivalent cash balance $ 198
Add: Non-controlling interest on disposal date 146,036
Less: Cash from the beginning of the period to the date ( 154,327)
of disposal, non-controlling interests and the
amount affected by merger write-off
Net cash outflow of disposal of subsidiaries ($ 8,093)
  • (2) LILYTEX INTERNATIONAL CORP. was dissolved by the shareholder meeting on October 1, 2021. The base date for dissolution was October 1, 2021. The liquidation was completed on June 13, 2022. The Group has lost control of the subsidiary.

  • A. On the date of loss of control, analysis of assets and liabilities of loss of control:


control:
Items
Current assets
Cash and cash equivalents
Non-current liabilities
Other payables
Net assets disposed of
October 1, 2021
$ 16
( 5)
$ 11
  • B. Net cash flow of disposal of subsidiaries:
- 105 -
Items October 1, 2021
Disposal of cash and equivalent cash balance $ 16
Add: Non-controlling interest on disposal date -
Less: Cash from the beginning of the period to the date ( 16)
of disposal, non-controlling interests and the
amount affected by merger write-off
Net cash outflow of disposal of subsidiaries $ -

35. Reconciliation for liabilities arising from financing activities

Short-term borrowings
Other
payables
-
Related
parties
Long-term borrowings
Lease liabilities
Guarantee deposits
Total liabilities arising from
financing activities
Short-term borrowings
Other
payables
-
Related
parties
Long-term borrowings
Lease liabilities
Guarantee deposits
Total liabilities arising from
financing activities
January 1, 2022 Cash flow No n-cash Changes December 31, 2022
Changes in
acquisition of
subsidiary
Change in loss of
control of a
subsidiary
Changes in
exchange rates
Changes of fair
value

$ -
-
-
-
-
$ -
Other non-cash
changes
$ 448,060
513,025
3,449,108
1,197
51,807
$ 83,340
50,936
( 172,675)
( 2,696)
15,159
$ -
-
-
-
-
$ -
-
-
-
-
$ -
-
-
-
-
$ -
-
-
9,442
-
$ 531,400
563,961
3,276,433
7,943
66,966
$ 4,463,197 ($ 25,936) $ - $ - $ - $ 9,442 $ 4,446,703
January 1, 2021 Cash flow No n-cashChanges December 31, 2021
Changes in
acquisition of
subsidiary
Change in loss of
control of a
subsidiary
Changes in
exchange rates
Changes of fair
value

$ -
-
-
-
-
$ -
Other non-cash
changes
$ 2,858,981
476,079
864,787
4,362
26,436
($ 2,410,921)
36,946
2,584,321
( 3,165)
25,371
$ -
-
-
-
-
$ -
-
-
-
-
$ -
-
-
-
-
$ -
-
-
-
-
$ 448,060
513,025
3,449,108
1,197
51,807
$ 4,230,645 $ 232,552 $ - $ - $ - $ - $ 4,463,197

(VII) Related-Party Transactions

1. Parent company and ultimate controller

The Company is the ultimate controller of the Company and its subsidiaries.

2. Name and nature of relationship of the related parties

Name of the related parties Relationship with the Company

SUNNY LOGISTICS CO., LTD. Associates LILY CONSTRUCTION CO., LTD. Associates STAR PACIFIC SERVICES CORP. Other related party GREEN DEFENSE CO., LTD. Other related party SHING SHOUN FIBER CO., LTD. Other related party Kunshan Lily Garment Co., Ltd. Other related party Lily Freight Co., Ltd. (Note) Other related party Kunshan Lily Enterprise Management Other related party Consulting Co., Ltd. Su, Tung-Rong Major Management Level106 Su, Chin-Yuan Major Management Level106 Su, Jin-Shu Other related party Su Liao, Hsiu-Chin Other related party Note: The original name was Lily Logistics Development Co., Ltd., and it was renamed in November 2021.

3. Significant transactions with the related parties

The balance and transactions between the Group and its subsidiaries (related persons of the Company) have been eliminated in the preparation of the consolidated financial statements and have not been disclosed. The details of transactions between the Group and other related parties are disclosed as follows:

(1) Costs

Accounting Type of related 2022 2021 item parties

- 106 -
Import
Other related party
Warehousing
costs
Other related party
$ 9
$ 1,066
$241
$ 998

The transaction conditions for the purchase of goods with the above-mentioned related parties are 30 to 60 days, and the calculation of the price is the same as that of ordinary non-related parties.

(2) Revenue

Accounting
item
Sales revenue
Logistics
revenue
Type/Name of
related parties
Other related party
Other related party
2022
$25,190
$ 13,993

The transaction conditions for the sales of goods with the above-mentioned related parties are 60 to 75 days, and the calculation of the price is the same as that of ordinary non-related parties.

(3) Property transactions: None.

(4) Various fees

roperty transactions: None.
arious fees
Type/Name of
related parties
2022
2021
Associates
$ 600
$ arious income
Type/Name of
related parties
2022
2021
Associates
$11
$
losing balance of accounts receivable (payable)
Type/Name of related
parties
December 31, 2022
Notes
receivable
and
accounts
Other related party
$ 27,826
Less: loss allowance
-
Net amount
$27,826
2021 Type of
transaction
600 Rent costs
Type of
transaction
14 Rental income
December 31, 2021
$
2021
$
$ 17,139
( 1,812)
$15,327

(5) Various income

(6) Closing balance of accounts receivable (payable)

In 2022 and 2021, the impairment and recovery benefits of the above-mentioned receivables from related parties amounted to NT$1,812 thousand and NT$265 thousand, respectively.

Type/Name of related parties December 31,
2022
December 31,
2021
Other accounts receivable
Key management level of the entity or its
parent company
Other related party
Total
Less: loss allowance
Net amount

$ 4,858
1,039
$ 4,757
696
5,897
-
5,453
-
$ 5,897 $ 5,453
- 107 -

In 2022 and 2021, no allowance was made for the above-mentioned receivables from related parties.

Type/Name of related
parties
Notes payable and accounts
Associates
Other related party
Total
December 31, 2022
$ 2,250
161
$2,411
December 31, 2021
$ 2,210
48
$2,258

(7) Financing

A. Lend:

A. Ending balance

ding balance
Accounting
item
Type/Name of
related parties
December 31, 2022
December 31, 2021
Other
receivables
Other related party $ - $ 10,000
terest receivable
Accounting
item
Type/Name of
related parties
December 31, 2022
December 31, 2021
Other
receivables
Other related party $ - $ 6
terest income
Type/Name of related
parties
2022 2021
Other related party $ 61 $ 206
Interest rates 2% 2%
The loans to related parties on December 31, 2022 and 2021 were all
unsecured loans.

(B) Interest receivable

(C) Interest income

B. Borrowed:

(A) Amount payable to related parties

Type/Name of related
parties
Associates
LILY
CONSTRUCTION
CO., LTD.
STAR PACIFIC
Other related party
Su, Jin-Shu and Su Liao,
Hsiu-Chin, etc.
Su, Tung-Rong and Su,
Chin-Yuan, etc.
Total
December 31, 2022
$ 20,481
10
146,536
38,076
-
357,368
$ 562,471
December 31, 2021
$ 20,110
6
132,040
31,644
-
328,207
$ 512,007

(B) Interest payable

Type/Name of related December 31, 2022 December 31, 2021 parties Associates $ 1,490 $ 1,018

- 108 -

(8) Guarantee notes

(8) Guarantee notes (8) Guarantee notes
Type/Name of related parties
Key management level of the entity or its
parent company
4. Salary information of major management
Type/Name of related parties
Salary and other short-term
employee benefits
Post-employment benefits
Total
December 31, 2022
$ 19,506
level
2022
$ 11,563
-
$11,563
December 31, 2021
$ 19,506
level
2022
$ 11,563
-
$11,563
2021
$ 10,379
-
$10,379

(VIII) Pledged Assets

The following assets have been provided as collateral for various borrowings and performance bonds:


performance bonds:
Items
Other financial assets - Current
Property, plant and equipment (Net)
Investment property
Total
December 31, 2022
$ 186,544
3,635,892
906,251
$ 4,728,687
December 31, 2021
$ 180,997
3,313,350
926,061
$ 4,420,408
  • (IX) Material Contingent Liabilities and Unrecognized Contractual Commitments

  • Endorsement and guarantee

    • (1) As of December 31, 2022 and 2021, the Group's endorsement guarantee for Kunshan Lily Textile Co., Ltd. provides guarantee for bank loans with an amount of RMB41,000 thousand.

    • (2) As of December 31, 2022 and 2021, the Group's endorsement guarantee for LILY CONSTRUCTION CO., LTD. provides guarantee for bank loans with an amount of RMB15,000 thousand.

  • As of December 31, 2022 and 2021, the guarantee notes received by the Group for the purpose of endorsement of performance of construction and guarantee of creditor's rights, etc. reached NT$69,758 thousand in total, and are recorded in the accounts of guarantee notes and guarantee notes receivable (memo).

  • The details of the Group's unused letters of credit are as follows:

==> picture [393 x 29] intentionally omitted <==

  1. Kunshan Kunlong Computer Industry Co., Ltd., the investment real estate lessee of the subsidiary Kunshan Lily Textile Co., Ltd., owed a rent of RMB 7,378 thousand due to a dispute of fire incurred by the sub-lessor in July 2019. Kunshan Lily Textile Co., Ltd. in December 2019 appointed a lawyer to terminate the lease contract of the factory buildings and collect the money owed. The Kunshan City People's Court reached a judgement of the first instance which favored the Kunshan Lily Textile Co., Ltd. in October 2020, and the whole litigation ended on September 30, 2021, in which the final judgement favored Kunshan Lily Textile Co., Ltd. Hence, Kunshan Kunlong Company was required to pay a total of RMB 6,263 thousand in arrears of rent to Kunshan Liyi, and the person in-charge of Kunshan Kunlong Company shall be jointly and severally responsible for such payment. Kunshan Lily Company recognized other losses as a result of the difference between the account receivable balance of RMB 6,580 thousand and the recoverable amount determined by the court of RMB 317 thousand.
- 109 -
  5. Kunshan Kangwei PMMA Products Co., Ltd., the lessee of the investment real estate of the subsidiary Kunshan Lily Textile Co., Ltd., the sub-lessee of Kunshan Kunlong Computer Industry Co., Ltd. filed a lawsuit in June 2020 due to a disputed of fire incurred in July 2019 to claim joint compensation of RMB 14,630 thousand for property losses from Kunshan Kunlong Company and Kunshan Lily. The litigation ended on October 21, 2021, and the final judgment indicated that Kunshan Kangwei Company withdrew the appeal, and the first-instance judgment was sustained and the whole case was closed.
  • (X) Losses due to Major Disasters: None.

  • (XI) Significant Subsequent Events: None.

  • (XII) Others

    1. Capital risk management

      • The Company needs to maintain a large amount of capital to meet the needs of expansion and upgrading of plant and equipment. Therefore, the Company's capital management is to ensure that it has the necessary financial resources and operating plans to meet the needs of working capital, capital expenditures, research and development expenses, debt repayments and dividend payments in the next 12 months.
    2. Financial instruments

      • (1) Financial risk of financial instruments

        • A. Financial risk management policies

The daily operation of the Group is affected by various financial risks, including market risk (including exchange rate risk, interest rate risk, and price risk), credit risk and liquidity risk. In order to reduce related financial risks, the company is committed to identifying, assessing and avoiding market uncertainties, so as to reduce the potential adverse impact of market changes on the company's financial performance.

The Company's important financial activities are reviewed by the board of directors in accordance with relevant regulations and internal control systems. During the execution of the financial plan, the company must strictly abide by the relevant financial operating procedures regarding overall financial risk management and division of powers and responsibilities.

  • B. Nature and extent of material financial risks

  • (A) Market risk

    • a. Foreign exchange risk

      • (a) The Group is exposed to exchange rate risk arising from sales, purchases and borrowing transactions and net investments in foreign operations that are not denominated in the respective functional currencies of the Group. These transactions are mainly denominated in US dollars and RMB. In order to avoid the decrease in the value of foreign currency assets and the fluctuation of future cash flow due to exchange rate changes, the Company uses foreign currency loans and derivative financial instruments (including forward exchange contracts and exchange interest contracts) to avoid exchange rate risks. The use of such derivative financial instruments can help the Company reduce but still cannot completely eliminate the impact of foreign currency exchange rate changes.

Since the net investment of foreign operating institutions is a strategic investment, the company does not hedge against it.

- 110 -

(b) Exchange rate exposure risk and sensitivity analysis

December 31, 2022


December31,2022

2

Financialassets
Monetary items
USD : NTD
CNY : NTD
EUR : NTD
CHF : NTD
Financial liabilities
Monetary items
USD : NTD
EUR : NTD

Financial assets
Monetaryitems
USD : NTD
CNY : NTD
EUR : NTD
CHF : NTD
Financial liabilities
Monetary items
USD : NTD
EUR : NTD
Foreign currency

$ 16,675
41,414
439
266
14,351
88
Exchange rate
NT$ 30.73
$ 512,423
4.42
183,050
32.80
14,399
33.23
8,839
30.73
441,006
32.80
2,886
December 31, 2021
NT$
Foreign currency

$ 56,261
41,000
439
266
22,169
88
Exchange rate
27.69
4.34
31.29
30.18
27.69
31.29
NT$
$ 1,557,867
177,940
13,736
8,028
613,860
2,754

The sensitivity analysis of the company's exchange rate risk mainly focuses on the major foreign currency monetary items and non-monetary items on the end date of the financial reporting period, and the impact of the related foreign currency appreciation/depreciation on the Group's profit and loss and equity. The Company's exchange rate risk is mainly affected by the fluctuation of the US dollar exchange rate. When the US dollar depreciates/appreciates 1%, the company's net profit after tax in 2022 and 2021 will increase/decrease by NT$571 thousand and NT$7,552 thousand, respectively

(c) The Group's monetary items have no unrealized exchange gains or losses that have a significant impact due to exchange rate fluctuations.

b. Price risk

Since the Group holds investments in equity instruments, the Group is exposed to the price risk of equity instruments, because the equity instruments held by the Group are invested in the consolidated balance sheet, they are classified as financial assets at fair value through profit or loss and financial assets at fair value through other comprehensive profit or loss.

The Group mainly invests in domestic listed/OTC and non-listed/OTC equity instruments. The price of these equity instruments will be affected by the certainty of the future value of the investment target.

If the price of an equity instrument rises or falls by 1%, other comprehensive profit and loss after tax in 2022 and 2021 will increase (decrease) by NT$1,591 thousand and NT$1,315 thousand, respectively due to the increase or decrease in the fair value of financial assets measured at fair value through other comprehensive profit and loss c. Interest rate risk

(a) The Group's interest rates on interest-bearing financial instruments on the reporting date are summarized as follows:

Carrying amount Items December 31, 2022 December 31, 2021

- 111 -
Instrument
with
fair
value
interest rate risk:
Financial assets
Financial liabilities
Net amount
Instrument
with
cash
flow
interest rate risk:
Financial assets
Financial liabilities
Net amount
$ 181,533
-
$181,533

$ 45,923
( 3,807,833)
($3,761,910)
$ 178,253
-
$178,253
$ 102,202
( 3,897,168)
($3,794,966)

(a) Sensitivity analysis of fair value interest rate risk:

The Group does not classify any fixed-rate financial assets and liabilities as financial assets measured at fair value through profit or loss and available for sale, nor does it designate derivatives (interest rate swaps) as hedging tools under the fair value hedging accounting model. Therefore, changes in interest rates on the reporting date will not affect profit or loss, equity, and other comprehensive net income.

(b) Sensitivity analysis of instruments with cash flow interest rate risk The Group's financial instruments with variable interest rates are assets (debts) with floating interest rates. Therefore, changes in market interest rates will cause changes in effective interest rates, resulting in fluctuations in future cash flows. Every 1% increase in the market interest rate will reduce the after-tax net profit in 2022 and 2021 by NT$30,095 thousand and NT$30,360 thousand, respectively

(B) Credit risk

Credit risk refers to the risk that the counterparty of the transaction violates the contractual obligations and causes financial losses to the Group. The Group's credit risk mainly comes from receivables generated from operating activities, bank deposits and other financial instruments generated from investment activities. Operational credit risk and financial credit risk are managed separately.

a. Operation-related credit risk

In order to maintain the quality of accounts receivable, the company has established procedures for credit risk management related to operations. The risk assessment of an individual customer is based on the consideration of various factors that may affect the customer's ability to pay, including the customer's financial status, the company's internal credit rating, historical transaction records and current economic conditions.

b. Financial credit risk

The credit risk of bank deposits and other financial instruments is measured and monitored by the financial segment of the Group. Since the Group's transaction partners and other parties to the contract are all credit-worthy banks, financial institutions, corporate organizations, and government agencies with investment grades and above, there are no major doubts about the performance of the contract, so there is no major credit risk. In addition, the Group is not classified as an investment in debt instruments measured at fair value through other comprehensive profit or loss at cost after amortization.

(a) Credit concentration risk

As of December 31, 2022 and 2021, the accounts receivable balance of the top ten customers accounted for 23.02% and 48.54% of the Company's accounts receivable balance, respectively, and the

- 112 -

credit concentration risk of the remaining accounts receivable was relatively insignificant.

(b) Measurement of expected credit impairment losses

Accounts receivable: simplified approach, please refer to Note (6)5. Basis for judging whether the credit risk has increased significantly: None. (In addition, the Group is not classified as an investment in debt instruments measured at fair value through other comprehensive profit or loss at cost after amortization)

(c) The financial assets held by the Group do not have any collateral or other credit enhancement protection to avoid the credit risk of financial assets.

C. Liquidity risk

a. Management of liquidity risk

The goal of the Group's liquidity risk management is to maintain the cash and equivalent cash required for operations, highly liquid securities and sufficient bank financing lines, etc., so as to ensure that the Group has sufficient financial flexibility.

b. Maturity analysis of financial liabilities

The following table summarizes the analysis of the Group's financial liabilities during the agreed repayment period according to the due date and undiscounted due amount:

Non-derivative
financial
instruments
December31,20 22

Within 6 months
6 to 12 months 1-2 years 2-5 years More than 5
years
$ -
-
-
-

1,103,112
58,054
$1,161,166
Contract cash flow Carrying amount
Short-term borrowings
Notes
payable
(including
related parties)
Accounts payable (including
related parties)
Other
payables
(including
related parties)
Long-term
borrowings
(including due in one year)
Guarantee deposits
Total
$ -

15,870

69,819
803,038
73,147
-

$ 531,400

-

-

-

73,576

-
$ -
-
-
-
1,372,160
8,912
$ -
-
-
-

654,438

-
$ 552,406
15,870
69,819
803,038
3,443,964
66,966

$ 531,400

15,870

69,819

803,038

3,276,433
66,966
$961,874
$604,976
$1,381,072
$654,438
$4,952,063 $4,763,526

Derivative financial liabilities: None.

Further information on the lease liability maturity analysis is as follows:

Lease liabilities Less than 1 year 1-5 years 5-10 years 15-20 years Over 20 years Total
undiscounted
lease payments


$8,082
Carrying amount
$3,213 $4,869 $- $- $- $7,943
Non-derivative
financial
instruments
December31,20 21

Within 6 months
6 to 12 months 1-2 years 2-5 years More than 5
years
$ -
-
-
-

1,358,860
43,057

$1,401,917
Contract cash flow Carrying amount
Short-term borrowings
Notes
payable
(including
related parties)
Accounts payable (including
related parties)
Other
payables
(including
related parties)
Long-term
borrowings
(including due in one year)
Guarantee deposits
Total
$ 44,260

15,542

126,559

724,708
66,845
-

$ 403,800

-

-

-

101,974

-

$ -
-
-
-

210,985
8,750
$ -
-
-
-

1,710,444
-
$ 467,032
15,542
126,559
724,708
4,385,173
51,807
$ 448,060

15,542

126,559

724,708

3,449,108
51,807
$977,914
$505,774
$219,735 $1,710,444 $5,770,821 $4,815,784

Derivative financial liabilities: None.

Further information on the lease liability maturity analysis is as follows:

Lease liabilities Less than 1 year 1-5 years 5-10 years 15-20 years Over 20 years Total
undiscounted
lease payments


$1,200
Carrying amount
$1,200 $- $- $- $- $1,197
- 113 -

The Group does not expect that the cash flow of maturity analysis will be significantly earlier, or the actual amount will be significantly different.

(2) Types of financial instruments

The book values of various financial assets and financial liabilities of the Group on December 31, 2022 and 2021 are as follows:

Financial assets December 31, 2022
December 31, 2021
$ 171,216
234,126
54,423
180,997
11,917
6,217
131,539
448,060
142,101
724,708
3,449,108
51,807
Financial
assets
measured
at
amortized cost
Cash and cash equivalents
Notes receivable and accounts
(including related parties)
Other accounts receivable - Related
parties
Other financial assets - Current
Refundable deposits
Financial assets at fair value through
profit or loss - Current
Unrealized gains and losses on
equity investments measured at fair
value through other comprehensive
income
Financial assets at fair
Financial liabilities
$ 132,941

169,403
33,499
186,544
12,517
4,763
159,070
531,400
85,689
803,038
3,276,433
66,966
Financial liabilities at amortized cost
Short-term borrowings
Notes
and
accounts
payable
(including related parties)
Other payables (including related
parties)
Long-term borrowings (including
due in one year)
Guarantee deposits

3. Information of changes of fair value

(1) Please refer to Note (12)3(4) for the fair value information of the Group's financial assets and financial liabilities that are not measured at fair value.

(2) Three-level definition of fair value:

Level 1:

The input value of this level refers to the open quotation of the same instrument in the active market of the instrument in the active market. An active market refers to a market that meets all of the following conditions: Commodities traded in the market are homogeneous; willing buyers and sellers can be found in the market at any time and price information is available to the public. Level 2:

The input values of this level include observable input values obtained directly (such as prices) or indirectly (such as deriving from prices) from active markets, other than publicly quoted prices in active markets. Level 3:

The input value of this level refers to the input parameter to measure the fair value which is not based on the observable input value available in the market.

(3) Financial instruments not measured at fair value

The Group's financial instruments that are not measured at fair value include cash and

cash equivalents, notes receivable, accounts receivable, other receivables, other

- 114 -

financial assets, deposits, short-term loans, notes payable, accounts payable, other carrying amounts of payables and deposits are reasonable approximations of fair values.

  • (4) Information of level of fair value:

The Group's financial instruments and investment real estate measured at fair value are measured at fair value on a repeatable basis, while assets to be disposed are measured at the lower of book value and fair value less costs to sell on a non-repetitive basis. The Group's fair value grade information is shown in the table below:

Items December31,2022 December31,2022
Level 1 Level 2 Level3 Total
Recurring fair value
Financial asset measured at fair value through profit or
loss
Financial assets measured at fair value through other
comprehensive income
Investment property
Total
Items

$ 4,763

18,557
-
$ -

-
-
$ -
140,513
906,251
$ 4,763
159,070
906,251
$23,320
$-
$1,046,764 $1,070,084
December31,2021
Level 1 Level 2 Level3 Total
Recurring fair value
Financial asset measured at fair value through profit or
loss
Financial assets measured at fair value through other
comprehensive income
Investment property
Total

$ 6,217

18,806
-
$ -

-
-
$ -
112,733
926,061
$ 6,217
131,539
926,061
$25,023
$-
$1,038,794 $1,063,817
  • (5) Fair value evaluation techniques for instruments measured by fair value:

  • A. If there is a public quotation in an active market for a financial instrument, the public quotation in the active market shall be used as the fair value. The market prices announced by major exchanges and central government bond over-the-counter trading centers that are judged to be popular bonds are the basis for the fair value of listed (OTC) equity instruments and debt instruments with open quotations in active markets.

If public quotations of financial instruments can be obtained timely and frequently from exchanges, brokers, underwriters, industry associations, pricing service agencies or competent authorities, and if the price represents an actual and frequently occurring fair market transaction, the financial instrument will be deemed to have an open quotation in an active market. If the above conditions are not met, the market is considered inactive. Generally speaking, a large bid-ask spread, a significant increase in the bid-ask spread, or very little trading volume are indicators of an inactive market.

If the financial instruments held by the Group have an active market, their fair values are listed as follows by category and attribute:

  • (A) Stocks of listed/OTC companies: closing price.

  • (B) Open-ended funds: net worth.

  • B. Except for the above-mentioned financial instruments with active markets, the fair value of other financial instruments is obtained by evaluation techniques or by referring to the quotations of counterparties. The fair value obtained through evaluation techniques can refer to the current fair value of other financial instruments with substantially similar conditions and characteristics, discounted cash flow method or other evaluation techniques, including the use of market information available on the consolidated balance sheet date. Calculated (for example, refer to the yield curve of the counter buying center, the average quotation of Reuters commercial paper interest rate).

The fair value of non-listed/OTC company stocks held by the Group without an active market is mainly estimated by the market method, and its judgment is based on evaluations of similar companies, third-party quotations, company net worth and operating conditions. In addition, its significant unobservable input value is mainly liquidity discount, but because possible changes in liquidity discount will not cause significant potential financial impact, it is not intended to disclose its quantitative information.

- 115 -
  • C. The evaluation of derivative financial instruments is based on evaluation models widely accepted by market users, such as discount method and option pricing model. Forward foreign exchange contracts are usually evaluated based on the current forward exchange rate.

  • D. The fair value of non-listed/OTC company stocks held by the Group without an active market is mainly estimated by the market method, and its judgment is based on evaluations of similar companies, third-party quotations, company net worth and operating conditions.

  • (6) Transfer between Level 1 and Level 2: None.

  • (7) The detailed list of changes in the Level 3 (excluding non-repetitive fair value):

Items
January 1, 2022
Gains or losses recognized in profit or loss
for the period
Gain
or
loss
recognized
in
other
comprehensive profit or loss
Transferred in this period
Acquisition this period
Disposal this period
Transferred to Level 3
Transferred from Level 3
December 31, 2022
Items
January 1, 2021
Gains or losses recognized in profit or loss
for the period
Gain
or
loss
recognized
in
other
comprehensive profit or loss
Transferred in this period
Acquisition this period
Disposal this period
Transferred to Level 3
Transferred from Level 3
December 31, 2021
Equity securities
$ 112,733
-
14,832
-
12,948
-
-
-
$ 140,513
Equity securities
$ 106,350
-
2,346
-
4,037
-
-
-
$112,733
Investment property
$ 926,061
( 38,054)
16,736
-
1,508
-
-
-
$ 906,251
Investment property
$ 961,385
( 46,272)
8,738
-
2,210
-
-
-
$ 926,061
  • (8) Quantitative information on fair value measurement of significant unobservable inputs (Level 3):
Non-derivative financial
assets
Non-listed/OTC stocks
Non-financial assets
Investment property
Non-derivative financial
assets
Non-listed/OTC stocks
Non-financial assets
Investment property
Fair value on
December 31, 2022
Evaluation
technique
Significant unobservable input
value
Lack
of
market
liquidity
discount
Estimated future cash flow
discount rate
Significant unobservable input
value
Lack
of
market
liquidity
discount
Estimated future cash flow
discount rate
Interval
(weighted
average)
Relation between
input value and fair
value

$ 140,513
906,251
Fair value on
December 31, 2021
Market
method
Income
method
Evaluation
technique
25%
5.1%~7.6%
Interval
(weighted
average)
The
higher
the
discount due to lack
of market liquidity,
the lower the fair
value
The
higher
the
discount rate, the
lower the fair value
Relation between
input value and fair
value

$ 122,733
926,061
Market
method
Income
method
25%
5.1%~7.6%
The
higher
the
discount due to lack
of market liquidity,
the lower the fair
value
The
higher
the
discount rate, the
lower the fair value
- 116 -
  • (9) The evaluation process of the fair value is classified into Level 3:

  • The Group's evaluation process for classifying the fair value into Level 3 is that the financing and accounting segment is responsible for verifying the fair value of financial instruments, using independent source data to make the evaluation results close to the market status, confirming that the data source is independent, reliable, and other data sources Consistent and representative executable prices, and regularly calibrate the evaluation model, conduct backtesting, update the input values and data required for the evaluation model, and make any other necessary fair value adjustments to ensure that the evaluation results are reasonable.

In addition, the Group's fair value is classified as investment real estate of Level 3. The determination of its fair value is in accordance with the provisions of the International Financial Reporting Standards, and a professional appraisal agency is appointed to evaluate the value based on the support of market evidence.

  • (10) Sensitivity analysis of fair value measurement of Level 3 and fair value to reasonable and possible alternative assumptions:
Financial assets
Equity instruments
Non-listed/OTC stocks
Financial assets
Equity instruments
Non-listed/OTC stocks
Input value Change December 31, 2022 December 31, 2022 December 31, 2022 December 31, 2022
Deferred tax income (expense)
recognized in profit or loss
Deferred tax income (expense)
recognized in other
comprehensive income
Favorable
change
Unfavorable
change
Favorable
change
Unfavorable
change
Current
discount
Input value
±1%
Change
$ - $ -
$ 1,871

($ 1,870)
Deferred tax income (expense)
recognized in profit or loss
Deferred tax income (expense)
recognized in other
comprehensive income
Favorable
change
Unfavorable
change
Favorable
change
Unfavorable
change
Current
discount
±1% $ - $ -
$ 1,530

($ 1,499)

(XIII) Additional Disclosures

  1. Significant transactions information (including before writing-off)

  2. (1) Financing provided to other: Please refer to Table 1.

  3. (2) Endorsement/Guarantee provided to others: Please refer to Table 2.

  4. (3) Those who hold securities at the end of the period: Please refer to Table 3.

  5. (4) Acquisition or sale of the same security with the accumulated cost reaching NT$300 million or 20% of the Company's paid-in capital: None.

  6. (5) Acquisition of real estate reaching NT$300 million or 20% of paid-in capital or more: None.

(6) Disposal of real estate reaching NT$300 million or 20% of paid-in capital or more: None.

  • (7) Purchases or sales of goods from or to related parties reaching NT$100 million or 20% of paid-in capital or more: None.

  • (8) Receivables from related parties reaching NT$100 million or 20% of paid-in capital or more: see Table 4.

  • (9) Engaging in derivative commodity transactions: None.

(10) Significant inter-company transactions during the reporting periods: See Table 5.

  1. Information on investees: see Table 6.

  2. Information on investments in China: see Table 7.

  3. Information on major shareholders (names, shareholdings, and ratios of shareholders with a shareholding ratio of 5% or more): see Table 8.

- 117 -

Table 1

Lily Logistics Development Co., Ltd. and its Subsidiaries Financing activity for others December 31, 2022

No. Name of
financing
Name of Transaction
Related
Maximum
balance of the
Balance
(limit) at the

Actual
amount
Interest Nature of
financing
Amount of
sales to
(purchase
Reason for
short-term
Allowance
for loss
Assets pledged Limit of financing
amount for individual
Limit of total financing

provider
counter party items party?
period
end of
period

provided
rates
activity

from)
counter-art

financing

accounts
It Vl
counter-party
amount
py em aue
0 Lily Logistics
Development
Co., Ltd.

Kunshan Lily
Textile
Co.,
Ltd.


Other
receivables
Yes $ 158,900
$153,650

$153,650
2.00% Sales to
(purchase
from)
counter-party
$ - Business
operations
$ - Guarantee
notes
$157,510 Lily Logistics
Development Co., Ltd.’s
loan limit for individual
objects shall not exceed
20% of the net equity
value of NT$337,850
thousand in the latest
financial statement
certified by an
accountant or reviewed

Lily Logistics
Development Co., Ltd.’s
loan limit shall not
exceed 40% of the net
equity value of
NT$675,700 thousand in
the latest financial
statement certified by an
accountant or reviewed
MIGHTY
BUSINESS
LTD.
Long-term
receivables
Yes 383,013
370,398

370,398

-
Sales to
(purchase
from)
counter-party
- Business
operations
- None -
- 118 -

Table 2

Lily Logistics Development Co., Ltd. and its Subsidiaries Endorsement/Guarantee provided to others December 31, 2022

No.
(Note 1)
Name of
endorsement and
guarantee
company

Endorsee

Endorsee
Endorsement
limit for a single
entity
(Note 3)
Maximum
balance for the
period
Outstanding
endorsement/guarantee
balance

Actual amount
provided
Amount of collateral
guarantee/endorsement
Percentage of
accumulated
guarantee amount
to net assets value
from the latest
financial
statement


Limit of total
guarantee/endorsement
amount (Note 4)

Guarantee
provided by
Parent
Company
Guarantee
provided by
subsidiary
Provision of
endorsements/guarantees
to the party in China

Company name
Relationship
with the
Company
(Note 2)
0 Lily
Logistics
Development Co.,
Ltd.

Kunshan
Lily
Textile Co., Ltd.

3
$ 337,850 $ 185,320
(RMB 41,000)
$ 181,220
(RMB 41,000)
$ 181,220
(RMB 41,000)
RMB 41,000 10.73% $ 844,625 Yes No Yes

Note 1: The description of the serial number column is as follows:

(1) Fill in 0 for the issuer.

(2) Invested companies are numbered sequentially starting from the Arabic numeral 1 according to the company.

Note 2: The relation between the endorser and the endorsed has the following 7 types, which can be marked:

(1) Companies with transaction relationship.

(2) Companies in which the Company directly or indirectly holds more than 50% of the voting shares.

(3) Companies that directly and indirectly hold more than 50% of the Company's voting shares.

(4) Between companies in which the Company directly and indirectly holds more than 90% of the voting shares.

(5) Based on the needs of contracting projects, companies in the same industry or between contractors and contractors are mutually endorsement according to the contract.

(6) The joint investment relation is a company that is endorsed and guaranteed by all shareholders in accordance with their shareholding ratio. Note 3: The balance of the Company's and its subsidiaries' endorsements to a single enterprise shall not exceed 20% of the Company's net worth. Note 4: The calculation method of the maximum limit shall not exceed 50% of the net value of the Company's latest financial statement certified by an accountant

or reviewed.

- 119 -

Table 3

Lily Logistics Development Co., Ltd. and its Subsidiaries Securities held at the end of the period (excluding the control part of subsidiaries, affiliates and joint ventures) December 31, 2022


December 31, 2022

December 31, 2022

December 31, 2022

December 31, 2022
Unit: 1,000 shares and NT$1,000
Names of
companies held
Types and names of negotiable
securities
Relationship between
the issuer of
securities and our
company

Account Items
End of period
Number of
Shares
Book value Ratio Fair value
measurement
Lily
Logistics
Development Co.,
Ltd.

Stock
CHINA WIRE & CABLE CO.,
LTD.
EVERTEX
FABRINOLOGY
LTD.
LEAD DATA INC.
FAIR FRIEND ENT.CO.,LTD.
Excellence Electronic Co, Ltd.
LEADWELL CNC MACHINES
MFG.,CORP.
CROWNPO
TECHNOLOGY
INC.
MAXSPEED CORPORATION
HUALON CORPORATION
TYPHONE COMPANY
LILYENT CORP.
Sunny Bank Ltd.
FAITH
ALLIANCE
CORPORATION













Financial assets measured at fair value through other
comprehensive income - Current
Financial assets measured at fair value through other
comprehensive income - Non-current
"
"
"
"
"
"
"
"
"
"
"

224

611
576
78
1
50
1
174
-
118
3,782
3,638
34

$ 5,824

11,113

1,620

2,070

20

1,331

22

-

-

-

82,252

54,757

61
-
-
-
-
-
-
-
-
-
-
-
-
-

$ 5,824

11,113

1,620

2,070

20

1,331

22

-

-

-

82,252

54,757

61
GISONG
ENTERPRISE
CORPORATION
Stock
CHYANG SHENG DYEING &
FINISHING CO., LTD.
China Steel Corporation
Great Giant Fibre Garment Co.,
LTD.




Financial assets measured at fair value through profit or loss -
Current
"
"

73
100
8

1,044
2,980
739
-
-

-
1,044
2,980

739
- 120 -

Table 4

Lily Logistics Development Co., Ltd. and its Subsidiaries Receivables from related parties reaching NT$100 million or 20% of paid-in capital or more December 31, 2022

Company with accounts receivable Name of counterparty of transaction Relationship with
the Company
Balance of
receivables
from related
parties
Turnover Overdue receivables from
related parties
Overdue receivables from
related parties
Amount of related
parties recovered after
the due date
Allowance
for loss
accounts
Amount Treatment
method
Lily Logistics Development Co., Ltd. MIGHTY BUSINESS LTD.
(Note A)
Mutually parent
company
and
subsidiary
$320,057
$320,057
As of the end date of
the field work, not all
of them have been
recovered

$ -
(Note C)
Kunshan Lily Textile Co., Ltd. Mutually parent
company
and
sub-subsidiary
812,228
812,228
As of the end date of
the field work, not all
of them have been
recovered

-
(Note C)
MIGHTY BUSINESS LTD. Kunshan Lily Textile Co., Ltd.
(Note A)
Parent company 324,732 324,732
As of the end date of
the field work, not all
of them have been
recovered

-

Note: A. Because the company sold machinery and equipment to Kunshan Lily Textile Co., Ltd. through MIGHTY BUSINESS LTD. The amount due from MIGHTY BUSINESS LTD. to Kunshan Lily Textile Co., Ltd. of NT$324,732 thousand, of which the amount due from MIGHTY BUSINESS LTD. of the Company is NT$320,057 thousand.

B. The Company has fully recognized the loss of shareholders' original equity within the scope of statutory obligations, constructive obligations and payments made on behalf of MIGHTY BUSINESS LTD. and Kunshan Lily Textile Co., Ltd. The total balance of investment loans is NT$1,254,440 thousand.

- 121 -

Table 5

Lily Logistics Development Co., Ltd. and its Subsidiaries Significant inter-company transactions during the reporting periods December 31, 2022

Unit: In Thousands of New Taiwan Dollars

Unit: In Thousands
of New Taiwan
Dollars
Unit: In Thousands
of New Taiwan
Dollars
Unit: In Thousands
of New Taiwan
Dollars
Unit: In Thousands
of New Taiwan
Dollars
Status of transaction
Percentage (%) of
Company Counter-party Relationship Account Amount Term consolidated total
operating revenues or
total assets
The
Company
Mighty Parent company to
subsidiary

Long-term
accounts
receivable - Related parties
Income receivable - related
parties

$ 320,057

50,341
The
transaction
conditions
(price, payment) are the same as
those of general vendors


4.92%
0.77%
Kunshan Lily Parent company to
subsidiary

Other accounts receivable -
Related parties
Other interest income
Payment on behalf of others
Long-term
accounts
receivable-Related parties

959,147
2,953
1,747

16,943
The
transaction
conditions
(price, payment) are the same as
those of general vendors




14.74%
0.35%
0.03%
0.26%
Mighty Kunshan Lily Subsidiary
to

Other accounts receivable -

324,732
The
transaction
conditions


4.99%
subsidiaries Related parties (price, payment) are the same as
those of general vendors
- 122 -

Table 6

Lily Logistics Development Co., Ltd. and its Subsidiaries Re-investment related information (excluding invested companies in mainland China) December 31, 2022

Unit: 1,000 shares and NT$1,000 Unit: 1,000 shares and NT$1,000 Unit: 1,000 shares and NT$1,000 Unit: 1,000 shares and NT$1,000 Unit: 1,000 shares and NT$1,000 Unit: 1,000 shares and NT$1,000 Unit: 1,000 shares and NT$1,000 Unit: 1,000 shares and NT$1,000
Original / investment Sh hld f th d f id ~~N~~t fit l Investment gains
Name of the investors Name of the
investees
Location Main business and products amount ares e as o e en o pero e pro (oss)
of the investee
for the current
period
and losses
recognized by the
Company
(Note 1)

Notes
Ending
balance of
the period
End of last
year
Number of
Shares
Ratio Carrying
amount
Lily
Logistics
Development Co., Ltd.
LILY
CONSTRUCTION
CO., LTD.
Taiwan 1. Entrust construction companies to build commercial buildings and public
housing for lease and sales businesses.
2. Entrust construction companies to develop industrial zones approved by
industrial competent authorities.
3. Brokerage for house rental and sales.
4. Sales agency andreinvestmentof the above-mentionedrelated businesses.
$ -
$ -
2,695
44.91%
$ 173,411 $ 2,678 $ 1,231 Associates
GIANTEX
TEXTILE
CORPORATION
Taiwan 1. Spinning and weaving of various fibers such as natural fibers, man-made
fibers, and chemical fibers.
2. Printing, bleaching, dyeing and finishing of various fiber products.
3. General import and export trade (except futures) (except licensing business)
4. Entrust construction companies to develop industrial zones approved by
industrial competent authorities.
5. Entrust construction companies to build commercial buildings and public
housing for lease and sales businesses.
6. Design, manufacture and sales of computer system hardware and related
software.
7. Import and export of computers and related electronic components.
8. Sales agency andreinvestmentof the above-mentionedrelated businesses.

309,981


309,981

26,818

46.27%
12,891 11,444 5,295 Associates
GISONG
ENTERPRISE
CORPORATION
Taiwan Spinning of yarn 114,000
114,000

11,400

57.00%
140,630 9,560 5,449 Subsidiary
LILYTEX
INTERNATIONAL
CORP.
Taiwan Various food and beverages, cosmetics, medicines, batteries, toys, information
software, electrical appliances and business machines
-
44,400
-
-
- - - (Note 2)
SUNNY
LOGISTICS
CO.,
LTD.
Taiwan Logistics 99,211
99,211

7,803

44.76%
200,500 9,316 4,170 Associates
LILYTEX
INTERNATIONAL
CORP.
BVI Based on the instructions of the parent company's operating policies to reinvest
in various businesses outside Taiwan

419,541

419,541

12,600

70.59%
(1,208,774) ( 151,114) ( 106,671) Subsidiary
MIGHTY
BUSINESS LTD.
BVI Based on the instructions of the parent company's operating policies to reinvest
in various businesses outside Taiwan

35

35
1 100.00% ( 45,666) ( 4,498) ( 4,498) Subsidiary

Note 1: Including the amortization amount of the unrealized profit and loss of forward and backward transactions in the previous year. Note 2: The liquidation of the company was completed on June 13, 2022.

- 123 -

Table 7

Lily Logistics Development Co., Ltd. and its Subsidiaries Information on investments in China December 31, 2022

December 31, 2022 December 31, 2022 December 31, 2022 December 31, 2022 December 31, 2022 December 31, 2022 December 31, 2022 December 31, 2022
(1) Content
Name of the
invested
companies in the
mainland China
Main business
and products
Total amount of
paid-in capital
Method of
investment
(Note 1)
Accumulated amount of
remittance from Taiwan
to China at the
~~b~~eginning of the current
period
Kunshan
Lily
Textile Co., Ltd.
Warehousing
and leasing
USD 24,782
(II)
$ 419,511
(USD 12,600)
Name of the
invested
companies in the
mainland China

Main business
and products
Total amount of
paid-in capital
Method of
investment
(Note 1)
Accumulated amount of
remittance from Taiwan
to China at the
~~b~~eginning of the current
period



Investment flows
Accumulated
amount of remittance
from Taiwan to
China at the end of
the current period
Ownership held
by the Company
(direct or indirect)
Net profit (loss) of
the investee for the
current period
Investment (loss)
gain recognized for
the current period
(Note 2)
Carrying value at end
of year
Accumulated amount of
investment income
remitted back as of the
end of this period

Outward
remittance
Recovery
Kunshan
Lily
Textile Co., Ltd.
Warehousing
and leasing
USD 24,782 (II) $ 419,511
(USD 12,600)
$ - $ - $ 419,511
(USD 12,600)
55.21% ($ 193,216) ($ 151,114)
(II)2
($ 1,396,695) $ -

Note 1: The investment methods are divided into the following three types, and the type of type can be marked:

  • (I) Directly to the mainland China to engage in investment.

  • (II) Reinvest in the mainland China through companies in the third region.

  • (III) Subsidiaries reinvested and established in mainland China.

  • Note 2: In the current period recognized investment profit and loss column:

  • (I) If it is under preparation and there is no investment profit or loss, it should be indicated.

  • (II) The recognition basis of investment profit and loss is divided into the following three types, which shall be specified.

  • Financial statements audited by an international accounting firm that has a cooperative relationship with the accounting firm of the

Republic of China.

  1. The financial statements audited by CPA of the parent company in Taiwan.

  2. Preliminary statement.

Note 3: Relevant figures in this Table shall be denominated in NTD.

- 124 -
Name of the invested companies
in the mainland China
Accumulated amount of
remittance from Taiwan to China
as of the end of theperiod

Investment amounts authorized by
Investment Commission, MOEA
Ceiling on investments in China
imposed by the Investment
Commission of MOEA
Kunshan Lily Textile Co., Ltd. $ 419,511 USD 12,600 $ 1,013,549

Note: According to the regulations of the Investment Review Committee of the Ministry of Economic Affairs, if the net value is less than NT$5 billion, the cumulative amount or proportion of its investment in the mainland is capped at 60% of the net value or NT$80 million (whichever is higher).

  • (2)Significant transactions with invested companies in mainland China that occurred indirectly through third-region enterprises:

For the major transactions between the company and its mainland investee companies directly or indirectly in 2022, please refer to the "Information on Material Transactions" and the consolidated financial report "Business Relationship between Parent and Subsidiary Companies and Important Transactions".

- 125 -

Table 8

Lily Logistics Development Co., Ltd. Information of principal shareholders December 31, 2022

Lily Logistics Development Co., Ltd.
Information of principal shareholders
December 31, 2022
Lily Logistics Development Co., Ltd.
Information of principal shareholders
December 31, 2022
Lily Logistics Development Co., Ltd.
Information of principal shareholders
December 31, 2022
(Unit: 1,000 shares)
Shares
Name of Main Shareholders

Number of Shares Held
Percentage of
ownership
SUNNY LOGISTICS CO., LTD. 13,267 9.80%
RITER
SHUN
TRADING
COMPANY LIMITED
12,120 8.95%
Xin RongInvestment Co., Ltd. 10,140 7.49%
YishengInvestment Co., Ltd. 8,987 6.64%
Su, Chin-Yuan 8,074 5.96%
SU, HAO-YI 7,101 5.24%
- 126 -

(XIV) Segment Information

  1. General Information

For management purposes, the Group's operating decision makers divide operating units based on business entities, and divide the main reporting segments into spinning and logistics segments. Due to the small scale of operations, the operations of some subsidiaries are not included in the operational decision-making report, so they are not included in the reportable departments, and their operating results are consolidated and expressed under "Other Segments":

Sales segment: Sales and agency business of various cloth products and other commodities. Originally belonging to the textile segment, after the Group's business decision-makers decided to stop the production business of the cotton spinning, and the major business of the textile segment has gradually transformed into various sales businesses since 2019.

Logistics segment: Warehousing leasing, tallying and processing business.

  1. Measurement basis

  2. The Group's operating decision makers individually monitor the operating results of each operating unit to make decisions on resource allocation and performance evaluation. The performance of the segment is evaluated based on operating net (loss) and measured in a manner consistent with operating net (loss) in the financial report. The accounting policies of the operating segments are the same as those in the summary of the significant accounting policies described in Note (4) to the financial report.

  3. The operating segment information is as follows: (1) 2022


(1) 2022
Operating revenue:
External customer
Inter-segment
Total revenue
Segment profit
Segments assets
Segments liabilities
(2) 2021
Operating revenue:
External customer
Inter-segment
Total revenue
Segment profit
Segments assets
Segments liabilities
Sales segment Logistics segment Other business
segment
Reconciliation and
cancellation
Unit: NT$1,000
Total
$ 257,750
-
$ 589,750
-
$ -
-

$ -

-
$ 847,500
-
$257,750 $ 589,750 $-
$-
$ 847,500
$11,755 $220,533 $-
$13,541
$245,829
$647,033 $7,673,906 $-
($1,815,395)
$6,505,544
$441,816 $7,654,806 $-
($2,929,205)
$5,167,417
Sales segment Logistics segment Other business
segment
Reconciliation and
cancellation
Unit: NT$1,000
Total
$ 443,392
8
$ 423,425
-
$ -
140

$ -
(148)
$ 866,817
-
$443,400 $423,425 $140 ($148) $ 866,817
$ 37,765 $104,915 ($ 32) $ 39,446 $182,094
$671,636 $6,723,146 $-
($997,224)
$6,397,558
$444,548 $6,966,385 $-
($2,192,541)
$5,218,392
- 127 -

6.5 The Company’s Individual Financial Statement for the Most Recent Fiscal Year, Audited and Attested by CPAs

Independent Auditor’s Report

To: Lily Logistics Development Co., Ltd.

Opinion

Lily Logistics Development Co., Ltd.'s parent company only balance sheet of December 31 of 2022 and 2021, the parent company only comprehensive income statement, parent company only statement of changes of equity, and parent company only cash flow statement from January 1 to December 31 of 2022 and 2021 and the notes to the parent company only financial statements (including the summary of major accounting policies) have been audited by the Auditor of the Firm.

According to the opinions of the Auditor, the above-mentioned parent company only financial statements are prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers in all material aspects, which are sufficient to express the parent company only financial status of Lily Logistics Development Co., Ltd. on December 31, 2022 and 2021, and parent company only financial performance and parent company only cash flow from January 1 to December 31 in 2022 and 2021.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Parent-Only Financial Statements section of our report. We are independent of the Lily Logistics Development Co., Ltd. (the Company) in accordance with the Professional Ethics for Certified Public Accountant of the Republic of China and we have fulfilled our other ethical responsibilities in accordance with these requirements. The Auditor believes that sufficient and appropriate audit evidence has been obtained as a basis for expressing audit opinion.

Key Audit Matters

Key audit issues are those that, in our professional judgment, were of utmost significance in our audit of the parent company only financial statements of the Company for the year 2022. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these issues. The key audit items of Lily Logistics Development Co., Ltd.'s parent company only financial statements in 2022 are as follows:

Impairment of accounts receivable

Please refer to Notes (4)6, (6)4 and (7) of the parent company only financial statement for relevant disclosures on impairment of receivables.

For Lily Logistics Development Co., Ltd.'s receivables (including related parties) on December 31, 2022, the impairment was recognized by the management level via various external evidence evaluations. Since it involves the judgment of the management level, it is listed as the key items to be verified by the Auditor when reviewing the financial statement.

The major audit procedures performed by the Auditor in response to the above key audit matters include:

  1. Obtain the aging analysis table of accounts receivable, calculate the aging interval, and audit the original documents to verify that the accounts receivable have been listed in the appropriate period in the aging analysis table; and select the sample and send the letter for confirmation.

  2. Review historical collection records, industrial economic conditions, and customer credit risk information, and test the collection situation after the period to evaluate the rationality of the Company’s allowance for impairment and impairment loss of receivables.

  3. Obtain the evaluation document for the impairment of accounts receivable, confirm whether it

- 128 -

complies with the Company's accounting policies, and review whether the management level's disclosure of the allowance for accounts receivable is appropriate.

Responsibilities of Management and Those Charged with Governance for the Parent-Only Financial Statements

Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by the Securities Issuers and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the parent company only financial statements, management is responsible for assessing the ability of the Company to continue as a going concern, disclosing, as applicable, matters related to a going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations or has no realistic alternative but to do so.

The governing unit of Lily Logistics Development Co., Ltd. is responsible for supervising the financial reporting process.

Auditors' Responsibilities for the Audit of the Parent-Only Financial Statements

Our objectives are to obtain reasonable assurance about whether or not the parent company only financial statements as a whole are free from material misstatements, whether due to fraud or error and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error. They are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent-only financial statements.

As part of an audit in accordance with auditing standards in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  1. Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  2. Obtain an understanding of the internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  4. Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether or not a material uncertainty exists related to events or conditions that may cast a significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

  5. Evaluate the overall presentation, structure and content of the parent-only financial statements, including the accompanying notes, and whether the parent-only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

- 129 -
  1. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinions for Lily Logistics Development Co., Ltd.

The planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements for the year 2022, and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Crowe Global Accountants:

Accountants:

License Number: Jin Guan Zheng Shen Zi No. 10200032833 March 13, 2023

- 130 -

Lily Logistics Development Co., Ltd.

Parent Only Balance Sheets December 31, 2022 and 2021

Unit: In Thousands of New Taiwan Dollars

Code
11xx
1100
1120
1150
1170
1180
1200
1210
1220
1310
1321
1410
1476
1479
15xx
1517
1550
1600
1755
1900
1xxx

Assets
Current assets
Cash and cash equivalents (Note (6)1)
Financial assets measured at fair value through
other profit or loss - Current (Note (6)2)
Notes receivable, net (Note (6)3)
Accounts receivable, net (Note (6)4)
Accounts receivable, net of related parties (Note
(7))
Other receivables (Note (6)5)
Other receivable, related parties (Note (7))
Current tax assets
Inventory, net (Note (6)6)
Real estate (Note (6)7)
Prepayments
Other financial assets - current (Notes (6)9, (8))
Other current assets - others (Note (7))
Non-current assets
Financial assets measured at fair value through
other profit or loss - Non-current (Note (6)2)
Investments Accounted for Using Equity Method
(Note 6(10))
Property, plant and equipment (Notes (6)11 and
(8))
Right-of-use assets (Note (6)12)
Other non-current assets (Notes (13) and (7))
Total liabilities and equity
December 31,2022
Amount
%
$ 1,350,452
20
68,490
1
5,824
-
2,402
-
60,120
1
2,701
-
6,211
-
1,009,488
15
762
-
1,655
-
4,918
-
4,601
-
181,533
3
1,747
-
5,326,198
80
153,246
2
527,432
8
4,260,576
64
7,917
-
377,027
6
$ 6,676,650
100
December 31,2021 December 31,2021
Amount
$ 1,350,452
68,490
5,824
2,402
60,120
2,701
6,211
1,009,488
762
1,655
4,918
4,601
181,533
1,747
5,326,198
153,246
527,432
4,260,576
7,917
377,027
$ 6,676,650
Amount
$ 1,329,508
144,257
6,003
12,229
52,851
1,828
3,552
907,704
841
1,908
4,918
13,417
178,253
1,747
5,030,290
125,536
482,522
4,095,153
1,173
325,906
$ 6,359,798
%
21
2
-
-
1
-
-
14
-
-
-
1
3
-
79
2
8
64
-
5
100

(Continued to next page)

- 131 -

(Contd.)

Code
21xx
2100
2130
2150
2160
2170
2200
2220
2250
2280
2320
2399
25xx
2540
2570
2580
2640
2670
2xxx
3100
3200
3300
3350
3400
3410
3420
3460
3500
3xxx

Financial liabilities and equity
Current liabilities
Short-term loans (Note (6)14)
Contract liabilities - current (Note (6) 24)
Notes payable
Notes payable-Related parties (Note (7))
Accounts payable
Other payables
Other payables-Related parties (Note (7))
Contract liabilities - current (Note (6)15)
Lease liabilities - current (Note (6)12)
Long-term liabilities due within one year or within
one business cycle (Note (6)16)
Other current liabilities-Others
Non-current liabilities
Long-term loans (Note (6)16)
Deferred income tax liabilities (Note (6)29)
Lease liabilities - Non-current (Note (6)12)
Net defined benefit liability - Non-current (6)17)
Other non-current liability - Others (Note (6)18)
Total liabilities
Equity
Capital (Note (6)19)
Capital surplus (Note (6)20)
Retained earnings (Note (6)21)
Accumulated deficit
Other equity (Note (6)22)
Exchange differences on translation of foreign
operations
Unrealized gain or loss on financial assets
measured at fair value through other
comprehensive income
Real estate revaluation appreciation
Treasury stock (Note (6)23)
Total equity
Total Liabilities and Equity
December 31,2022
Amount
%
$383,034
6
185,000
3
1,637
-
13,472
-
152
-
3,567
-
40,537
1
210
-
3,018
-
3,124
-
132,000
2
317
-
4,604,367
69
2,900,000
43
370,231
6
4,819
-
17,247
-
1,312,070
20
4,987,401
75
1,353,430
20
701
-
(390,514)
(6)
(390,514)
(6)
725,632
11
83,624
1
138,376
2
503,632
8
-
-
1,689,249
25
$6,676,650
100
December 31,2021 December 31,2021
Amount
$383,034
185,000
1,637
13,472
152
3,567
40,537
210
3,018
3,124
132,000
317
4,604,367
2,900,000
370,231
4,819
17,247
1,312,070
4,987,401
1,353,430
701
(390,514)
(390,514)
725,632
83,624
138,376
503,632
-
1,689,249
$6,676,650
Amount
$298,079
100,000
3,025
8,160
48
29,893
32,670
96
2,736
1,197
120,000
254
4,632,658
3,075,000
370,231
-
16,699
1,170,728
4,930,737
1,353,430
701
(614,008)
(614,008)
688,938
98,839
86,467
503,632
-
1,429,061
$6,359,798
%
5
2
-
-
-
-
1
-
-
-
2
-
73
48
6
-
-
19
78
21
-
(10)
(10)
11
2
1
8
-
22
100

(The notes attached to the parent company only financial statements constitute a part of this parent company only financial statements)

Chairman:

Managerial officers:

Head-Finance & Accounting:

- 132 -

Lily Logistics Development Co., Ltd.

Parent Only Statement of Comprehensive Income January 1 to December 31, 2022 and 2021

Unit: In Thousands of New Taiwan Dollars

Code
4000
5000
5900
6000
6100
6200
6450
6900
7000
7100
7010
7020
7050
7070
7900
7950
8000
8100
8200
8300
8310
8311
8316
8336
8360
8361
8500
9710
9720
9750
Items
Operating revenue (Note 6(24))
Operating costs
Gross profit
Operating expenses
Sales and marketing expenses
General and administrative expenses
Expected loss on credit impairment (Note 6(4))
Operating income
Non-operating income and expenses
Interest income
Operating revenue (Note 6(26))
Other gains and losses (Note 6(27))
Finance costs (Note (6)28)
Profit and loss of subsidiaries, associates and joint ventures
recognized by using equity method (Note (6)10)
Income before income tax
Income tax relating to components of other comprehensive
income (Note (6)29)
Profit of (loss) for the period from continuing operations
Loss from discontinued operations, net of tax (Note (6)8)
Net income
Net of other comprehensive income (Note (6)30)
Not to be reclassified to profit or loss in subsequent periods
Remeasurements of defined benefit plans (Note (6)17)
Unrealized gains (losses) from investments in equity
instruments measured at fair value through other
comprehensive income
Unrealized gains (losses) from investments in equity
instruments measured at fair value through other
comprehensive income (Note (6)10)
To be reclassified to profit or loss in subsequent periods
Exchange differences on translation of foreign operations
Total comprehensive income
Basic earnings per share (NT$) (Note (6)31)
Profit of (loss) from continuing operations
Net profit or loss from discontinued operation
Net profit for the year (NT$)
2022 %
100
(54)
46
(7)
( 1)
( 6)
-
39
-
1
-
23
( 8)
( 16)
39
-
39
-
39
6
-
3
6
(3)
45
2021
Amount
$ 577,959
(311,768)
266,191
(41,361)
( 7,009)
( 34,352)
-
224,830
616
7,029
1,178
134,088
( 46,655)
( 95,024)
225,446
-
225,446
-
225,446
34,742
( 1,952)
14,583
37,326
(15,215)
$ 260,188
% Amount
$ 532,014
(342,959)
189,055
(40,461)
( 6,126)
( 33,653)
(682)
148,594
76,212
6,339
1,851
( 22,782)
( 37,376)
128,180
224,806
2
224,808
(2,621)
222,187
37,936
( 1,221)
1,976
44,113
(6,932)
$ 260,123
$ 1.67
(0.02)
$ 1.65
%
100
(54)
100
(64)
46
(7)
36
(8)
( 1)
( 6)
-
( 1)
( 7)
-
39
-
28
14
1
-
23
( 8)
( 16)
1
-
( 4)
( 7)
24
39
-
42
-
39
-
42
-
39 42
6 7
-
3
6
(3)
-
-
8
(1)
45 49
$ 1.67
-
$ 1.67

(The notes attached to the parent company only financial statements constitute a part of this parent company only financial statements) Chairman: Managerial officers: Head-Finance & Accounting:

Chairman:

- 133 -

Lily Logistics Development Co., Ltd.

Parent Only Statement of Changes in Equity January 1 to December 31, 2022 and 2021

Unit: In Thousands of New Taiwan Dollars

Items Common stock
$ 1,353,430
-

-
-
1,353,430
-

-
$ 1,353,430
Capital surplus
$ 701
-
-
-
701
-
-
$ 701
Retained earnings
Accumulated
deficit
($ 833,657)
222,187
( 1,221)
( 1,317)
( 614,008)
225,446
( 1,952)
($ 390,514)
Other Components of Equity
Exchange
differences on
translation of
foreign
operations
Unrealized gain or
loss on financial
assets measured at
fair value through
other
comprehensive
income
Real estate
revaluation
appreciation
$ 105,771
$ 40,378
$ 503,632
-
-
-
( 6,932)
46,089
-
-
-
-
98,839
86,467
503,632
-
-
-
( 15,215)
51,909
-
$ 83,624
$ 138,376
$ 503,632
Other Components of Equity
Exchange
differences on
translation of
foreign
operations
Unrealized gain or
loss on financial
assets measured at
fair value through
other
comprehensive
income
Real estate
revaluation
appreciation
$ 105,771
$ 40,378
$ 503,632
-
-
-
( 6,932)
46,089
-
-
-
-
98,839
86,467
503,632
-
-
-
( 15,215)
51,909
-
$ 83,624
$ 138,376
$ 503,632
Treasury stock
($ 9,056)
-
-
9,056
-
-
-
$ -
Total Equity
Exchange
differences on
translation of
foreign
operations
$ 105,771
-
( 6,932)
-
98,839
-
( 15,215)
$ 83,624
Unrealized gain or
loss on financial
assets measured at
fair value through
other
comprehensive
income
$ 40,378
-
46,089
-
86,467
-
51,909
$ 138,376
Balance as of January 1, 2021
Net of 2021
Other comprehensive income
for 2021
Changes
in
ownership
interests in subsidiaries
Balance as of December 31,
2021
Net of 2022
Other comprehensive income
for 2022
Balance as of December 31,
2022
$ 1,161,199
222,187
37,936
7,739
1,429,061
225,446
34,742
$ 1,689,249

(The notes attached to the parent company only financial statements constitute a part of this parent company only financial statements)

Chairman:

Managerial officers: Head-Finance & Accounting:

- 134 -

Lily Logistics Development Co., Ltd. Parent Only Statement of Cash Flows January 1 to December 31, 2022 and 2021

Unit: In Thousands of New Taiwan Dollars

Items
Cash flows from operating activities
Net profit before tax from continuing operations
Net profit before tax from discontinuing operations
Profit before tax from continuing operations
Net income before tax
Adjustments to reconcile profit (loss) not affected
Depreciation
Amortization expenses
Expected loss on credit impairment
Interest expense
Interest income
Dividend income
Profit and loss of subsidiaries, associates and joint
ventures recognized by using equity method
Gain on disposal and scrapping of property, plant and
equipment
Loss of investments disposed of
Changes in current assets and liabilities related to
operating activities
Decrease of notes receivable
Increase of accounts receivable
Accounts receivable - Increase of related parties
Decrease (increase) of other accounts receivable
Other accounts receivable-Decrease (increase) of
related parties
Decrease of inventory
Decrease of prepayments
Decrease of other current assets
Increase in their financial assets
Decrease of contract liabilities
Increase (decrease) of notes payable
Notes payable-Increase (decrease) of related parties
Increase (decrease) of accounts payable
Accounts payable - Increase of related parties
Increase of other payables
Other payables - Increase of related parties
Increase for allowance for liabilities
Increase (decrease) of other current liabilities
Decrease of confirmed benefit debt
Cash flow generated from operating activities
Interest received
Dividends received
2022
$ 225,446
-
225,446
87,857
5,180
-
46,655
( 7,029)
( 1,115)
95,024
-
1
9,827
( 7,269)
( 873)
( 2,625)
( 86,584)
253
8,155
-
( 3,280)
( 1,388)
5,312
104
( 26,326)
-
1,563
114
282
63
( 1,404)
347,943
6,995
9,665
2021
$ 224,806
( 2,621)
222,185
66,613
5,034
682
37,376
( 6,339)
( 1,615)
( 128,180)
( 1,205)
4,921
7,313
( 3,795)
( 1,828)
1,444
10,538
11,796
6,441
78
( 1,640)
( 995)
( 8,295)
( 31)
17,427
90
1,396
-
322
( 154)
( 769)
238,810
6,333
1,615

(Continued to next page)

- 135 -

(Contd.)

Items
Interest paid
Income tax returned
Inflow of net cash used in operating activities
Cash flows from investing activities:
Acquisition of financial assets measured at fair value
through other comprehensive income
Disposal of investments accounted for under the equity
method
Acquisition of property, plant and equipment
Decrease (increase) in refundable deposits
Other accounts receivable-Decrease (increase) of related
parties (financing)
(Increase) decrease of collection (including long-term
receivables)
Increase of other non-current assets
Increase of prepaid of equipment
Net cash used in investing activities
Cash flows from financing activities:
Increase (decrease) of short-term loans
Proceeds from/repatment of long-term debt
Decrease of guarantee deposits
Repayment of principal of lease liabilities
Net cash generated by (used in) financing activities
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
2022
($ 45,801)
79
318,881
( 12,948)
10
( 240,826)
( 600)
( 15,200)
( 32,321)
( 1,695)
(25,330)
(328,910)
85,000
( 163,000)
14,958
(2,696)
(65,738)
( 75,767)
144,257
$68,490
2021
($ 36,479)
210
210,489
( 4,037)
837
( 282,913)
2,490
2,100
6,424
( 80)
(93,006)
(368,185)
( 2,377,000)
2,595,000
25,290
(3,165)
240,125
82,429
61,828
$144,257

(The notes attached to the parent company only financial statements constitute a part of this parent company only financial statements)

Chairman: Managerial officers: Head-Finance & Accounting:

- 136 -

Lily Logistics Development Co., Ltd.

Notes to the Parent-Only Financial Statements January 1 to December 31, 2022 and 2021

(Expressed in NT$1,000 unless Otherwise Stated)

  • (I) Company History

Lily Logistics Development Co., Ltd. (hereinafter referred to as the Company) was founded on November 25, 1972 and originally named as Lili Textile Co., Ltd. which was changed its present name in July 2022. The business originally operated by the Company included spinning, weaving, processing, trading, bidding and agency business of natural cotton, man-made fibers and various chemical fibers, In response to industrial transformation and economic development trends, the Company determined to discontinue the production business of the cotton spinning factory in March 2017. The factory was rebuilt and developed into a logistics center. The current major business of the Company includes warehouse leasing and tallying, and the trading, bidding and agency business of various products of raw cotton materials are retained as supplementary business.

  • (II) Date and Procedures of Authorization of Financial Statements for Issue

  • The parent company only financial statements are released after approval by the board of directors on March 13, 2023.

  • (III) Newly Issued or Revised Standards and Interpretations

  • The impact of adopting the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations (hereinafter referred to as "IFRSs") as endorsed by the FSC:

    • The following table summarizes the newly released, corrected and amended standards and interpretations of the applicable International Financial Reporting Standards recognized by the FSC for 2022:

he FSC for 2022:
Newly-released / corrected / amended standards and
interpretations
Amendments to IAS 16 "Property, Plant and Equipment:
Prices before Reaching the State of Intended Use"
Amendment to IAS 37 “Onerous Contracts - Cost of
Fulfilling a Contract”
Amendment to IFRS 3 “Reference to Conceptual
Framework”
Annual improvements to IFRS 2018-2020
Effective date of publication by
the IASB (Note 1)
January 1, 2022 (Note 2)
January 1, 2022 (Note 3)
January 1, 2022 (Note 4)
January 1, 2022 (Note 5)
  • Note 1: Unless otherwise specified, the above-mentioned newly issued/corrected/amended standards or interpretations are effective for the annual reporting period starting after the respective dates.

  • Note 2: Enterprises shall apply these amendments retrospectively, however, it is only applicable to the property, plant and equipment items that have reached the necessary location and state to meet the management level's expected operation mode after the starting date (January 1, 2021) of the earliest period expressed in the financial statements to which the amendments are applied for the first time.

  • Note 3: This amendment applies to contracts that have not fulfilled all obligations on January 1, 2022.

  • Note 4: This amendment applies to business combinations whose acquisition date begins after January 1, 2022 during the annual reporting period.

  • Note 5: The amendments to IFRS 9 apply to the exchange or modification of financial liabilities for annual reporting periods beginning after 1 January 2022; the amendments to IAS 41 apply to fair value measurement for annual reporting periods

- 137 -

commencing after January 1, 2022; and the amendments to IFRS 1 apply retrospectively to annual reporting periods beginning after 1 January 2022.

  • (1) Amended “Property, Plant and Equipment: Proceeds before Intended Use” of IAS 16 The amendment provides that The sale price of items brought about to bring property, plant and equipment to the location and condition necessary to operate in the manner intended by management shall not be recognized as a reduction in the cost of the asset. The above-mentioned output items shall be measured according to IAS 2 "inventory", and the sales price and cost shall be recognized in profit or loss according to the applicable standards. In addition, the amendment also clarifies that the cost of testing whether an asset is in normal operation refers to the expenditure for evaluating whether the technical and physical performance of the asset is sufficient to enable it to be used for production or provision of products or services, leased to others, or management purposes.

This amendment applies to plant, property and equipment in the necessary location and condition to reach the necessary location and condition of the management's intended mode of operation after January 1, 2021 (the earliest date for the beginning of the period of expression). When the Company applies the amendment for the first time, the cumulative impact of initial application of the amendments will be recognized as an adjustment to the beginning balance of retained earnings (or other components of equity, as appropriate) at the beginning of the earliest presentation period and the information for the comparative periods will be restated.

  • (2) Amendment to IAS 37 “Onerous Contracts - Cost of Fulfilling a Contract”

  • The amendment clarifies that, when assessing whether a contract is onerous, "costs of fulfilling a contract" shall include the incremental costs of fulfilling a contract (for example, direct labor and materials) and the allocation of other costs directly related to fulfilling a contract (for example, Allocation of depreciation expenses for items of property, plant and equipment used under the contract).

  • (3) Amendment to IFRS 3 “Reference to Conceptual Framework”

The amendment is to update the reference to the conceptual framework and add the requirement that the acquirer should apply IFRIC 21 "Common Levies" to determine whether there is an obligation to pay the common levies on the date of acquisition.

  • (4) Annual improvements to IFRS 2018-2020

  • The annual improvement of IFRS 2018-2020 includes the revision of certain standards, among which the revision of IFRS 9 is to assess whether there is a significant difference in the exchange or modification of financial liabilities, and compare the discounted cash flow value of the new and old contract terms (including the signing of new contracts or modification If there is a 10% discrepancy between the net amount of fees charged and paid under the contract), the aforementioned fees collected and paid shall only include the fees received and paid between the borrower and the lender.

  • The Company has evaluated that the above standards and interpretations have no significant impact on the Company's financial status and financial performance.

  • The impact of the newly released and revised International Financial Reporting Standards approved by the FSC:

  • The following table summarizes the newly released, corrected and amended standards and interpretations of the applicable International Financial Reporting Standards recognized by the FSC for 2023:

- 138 -
Newly-released / corrected / amended standards and
interpretations

Amendments to IAS 1 "Disclosure of Accounting
Policies"
Amendments to IAS 8 "Definition of Accounting
Estimates"
Amendments to IAS 12 "Deferred Income Tax
related to Assets and Liabilities arising from Single
Transaction"
Effective date of publication by
the IASB
January 1, 2023 (Note 1)
January 1, 2023 (Note 2)
January 1, 2023 (Note 3)
  • Note 1: This amendment applies to the annual reporting period beginning after January 1, 2023.

  • Note 2: This amendment applies to changes in accounting estimates and changes in accounting policies that occur during the annual reporting period beginning after January 1, 2023.

  • Note 3: Unless there are additional provisions for temporary differences related to leasing and decommissioning obligations, this amendment applies to transactions occurring after the start date of the earliest comparative period expressed (January 1, 2022).

  • (1) Amendments to IAS 1 "Disclosure of Accounting Policies"

  • This amendment clarifies that when a transaction, other event or situation is significant in scale or nature, and its related accounting policy information is also significant to the financial report, such relevant significant accounting policy information should be disclosed. Conversely, if an enterprise determines that the scale or nature of a transaction, other event, or situation is not material, or that the accounting policy information related to it is not material, it is not necessary to disclose such insignificant accounting policy information. However, the conclusion made by the enterprise that the accounting policy information is not significant will not affect the relevant disclosures required by other IFRS standards.

  • (2) Amendments to IAS 8 "Definition of Accounting Estimates"

  • This amendment defines accounting estimates as monetary amounts in financial statements that are affected by measurement uncertainty, and provides further clarification that, except for corrections caused by prior-period errors, the effects of changes in input values or measurement techniques on accounting estimates are accounting Estimated changes.

  • (3) Amendments to IAS 12 "Deferred Tax related to Assets and Liabilities arising from a Single Transaction"

  • The amendments narrow the scope of the exemption from recognition of deferred tax liabilities and assets in paragraphs 15 and 24 of IAS 12. If the taxable temporary difference arising from a single transaction at the time of original recognition is the same as the deductible temporary difference, the above exemption does not apply. When the enterprise applies this amendment for the first time, it shall recognize deferred income tax on all temporary differences related to lease and decommissioning obligations on the starting date of the earliest comparative period expressed (January 1, 2022), and the cumulative effect is recognized at that date as an adjustment to the initial balance of retained earnings (or other component of equity, as appropriate). For other transactions that occurred after January 1, 2022, the application of this amendment shall be deferred. When the Company applies this amendment for the first time, it shall restate the comparative period information.

The Company has evaluated that the above standards and interpretations have no significant impact on the Company's financial status and financial performance.

  1. The impact of the International Financial Reporting Standards issued by the International Accounting Standards Board but not yet approved by the FSC:

  2. The following table summarizes the newly issued, revised and revised standards and interpretations that have been issued by the International Accounting Standards Board but have not yet been incorporated into the International Financial Reporting Standards approved by the FSC:

- 139 -

Newly-released / corrected / amended standards and Effective date of publication interpretations by the IASB Amendments to IFRS 10 and IAS 28 "Asset Sale between To be determined the Investor and its Affiliates or Joint Ventures" IFRS 17 "Contracts of Insurance" January 1, 2023 Amendments to IFRS 17 January 1, 2023 Amendments to IFRS 17 "Initial Application of IFRS 17 January 1, 2023 and IFRS 9 - Comparative Information" Amendments to IFRS16 "Lease Liability in After January 1, 2024 Sale-leaseback" Amendments to IAS 1 "Classification of Liabilities as January 1, 2024 Current or Non-Current" Amendments to IAS 1 "Non-Current Liabilities with January 1, 2024 Contractual Terms"

As of the issuance date of the parent company only financial statements, the Company is still continuously evaluating the impact of the above-mentioned standards and interpretations on the Company's financial status and performance, and the relevant impact will be disclosed when the evaluation is completed.

  • (IV) Summary of Significant Accounting Policies

The major accounting policies adopted in the preparation of the patent company only financial statements are described below. Unless otherwise stated, these policies apply consistently throughout all reporting periods.

  1. Compliance statement

These parent company only financial statements of the Company have been prepared in accordance with the "Rules Governing the Preparation of Financial Statements by Securities Issuers."

  1. Compilation basis

  2. (1) The parent company only financial statements have been prepared on a historical cost basis except for the following key items:

    • A. Financial assets and liabilities (including derivatives) at fair value through profit or loss.

    • B. Financial assets and liabilities at fair value through other comprehensive income.

    • C. Liabilities for cash-settled share-based payment agreements measured at fair value.

  3. (2) The preparation of financial reports that comply with the IFRSs recognized by the Financial Supervisory Commission requires the use of certain key accounting estimates. In the process of applying the Company's accounting policies, the management level also needs to make judgments, requires items involving high-level judgments or complexity, or items involving major assumptions and estimates of consolidated financial statements. Please refer to Note (5) for description.

  4. Foreign Currency Conversion

  5. (1) The items listed in the Company's financial statements are all measured in terms of the currency of the primary economic environment in which the entity operates (the functional currency). The financial statements are presented in New Taiwan dollars, which is the Company's functional currency.

  6. (2) When preparing financial reports, transactions in currencies other than the parent company only functional currency (foreign currency) are recognized at the exchange rate on the transaction date, and at the end of the reporting period, monetary items of foreign currency are re-converted at the spot exchange rate on that date, and the exchange difference will be recognized as profit or loss of the current period. Foreign currency non-monetary items measured by fair value are converted at the exchange rate on the day when the fair value is determined, and the resulting exchange difference is listed as profit or loss for the year. However, if changes in fair value are recognized in other comprehensive profit or loss, the resulting exchange differences are recognized

- 140 -

in other comprehensive profit or loss. Non-monetary items in foreign currencies measured at historical cost are translated at the exchange rate on the transaction date and will not be re-translated.

  • (3) For the preparation of financial statements, the assets and liabilities of overseas operating units are converted into NTD at the spot exchange rate at the end of the reporting period; items of income and expense are converted at the current average exchange rate, and the resulting exchange differences are recognized as other comprehensive profit or loss and accumulated in equity under the conversion of financial reports of overseas operating units (with appropriate allocation to non-controlling interests).

  • Classification of current and non-current assets and liabilities

  • (1) Assets that meet one of the following conditions are classified as current assets:

    • A. The asset is expected to be realized in the normal cycle of business, or is intended to be sold or consumed.

    • B. Held primarily for trading purposes.

    • C. Those expected to be realized within twelve months after the balance sheet date.

    • D. Cash or cash equivalents, unless exchanged, liquidated, or otherwise restricted more than twelve months after the balance sheet date.

The Company classifies all assets that do not meet the above conditions as non-current.

  • (2) Liabilities that meet one of the following conditions are classified as current liabilities:

  • A. Expected to be settled in the normal business cycle.

  • B. Held primarily for trading purposes.

  • C. Those that shall be repaid within twelve months after the balance sheet date. (Even if a long-term refinancing or rescheduling payment agreement has been completed after the balance sheet date and before the release of the financial report, it will also be the current liabilities).

  • D. Those who cannot unconditionally extend the repayment period to at least twelve months after the balance sheet date. The terms of the liability, which may be settled by issuing equity instruments at the option of the counterparty, do not affect its classification.

The Company classifies all liabilities that do not meet the above conditions as non-current.

  1. Cash and cash equivalents

Cash and cash equivalents include cash on hand, cash in and short-term, highly liquid investments (including time deposits with an original maturity within three months) that can be converted into fixed amounts of cash at any time and whose value risk changes little.

  1. Financial instruments

Financial assets and financial liabilities shall be recognized when the Company becomes a party to the contractual terms of the financial instrument.

When financial assets and financial liabilities are originally recognized, they are measured at fair value. At the time of original recognition, the transaction costs directly attributable to the acquisition or issuance of financial assets and financial liabilities (except those classified as financial assets and financial liabilities measured at fair value through profit or loss) shall be added or subtracted from the fair value of the financial assets or financial liabilities.

Transaction costs directly attributable to financial assets and financial liabilities at fair value through profit or loss are recognized immediately in profit or loss.

  • (1) Financial assets

Customary transactions of financial assets are recognized using transaction date accounting.

  • A. Types of measurement

The types of financial assets held by the Company are financial assets measured at fair value via profit or loss and financial assets measured at cost after amortization.

  • (A) Financial assets measured at fair value through profit or loss

Financial assets measured at fair value through profit or loss include those that are mandatorily classified and those designed. Financial assets that are mandatorily measured at FVPL include investments in equity instrument not designated by the Company to be measured at FVOCI, and investments in

- 141 -

debt instrument that do not qualify for classification as measured at amortized cost or at fair value through other comprehensive income. When any financial asset meets one of the following conditions, the Company will designate it as measured at fair value through profit or loss at the time of original recognition:

a. Being a mixed (combined) contract; or

  • b. May eliminate or significantly reduce measurement or recognition inconsistencies; or

c. An investment that is managed and evaluated on a fair value basis in accordance with a written risk management or investment strategy. Financial assets at fair value through profit or loss are measured at fair value, its dividends, interest income and remeasurement gains or losses are recognized in other gains and losses/dividends arising are recognized in other income, interest income and remeasurement gains or losses are recognized in other gains and losses. Please refer to Note (12) for the determination method of fair value.

  • (B) Financial assets measured at amortized cost

If the Company invests in financial assets that meet the following two conditions at the same time, it will be classified as financial assets measured at amortized cost:

  • a. Held under a business model whose purpose is to hold financial assets for the purpose of receiving contractual cash flows; and

  • b. The terms of the contract give rise to cash flows on specified dates that are exclusively payments of principal and interest on the outstanding principal amount.

Financial assets measured at amortized cost are measured upon original recognition at amortized cost to their gross carrying amounts determined using the effective interest method less any impairment losses, with any foreign exchange gains or losses recognized in profit or loss.

Except for the following two cases, interest income is calculated by multiplying the effective interest rate by the total book value of financial assets:

a. For purchased or created credit-impaired financial assets, interest income is calculated by multiplying the credit-adjusted effective interest rate by the amortized cost of the financial asset.

  • b. For financial assets that are not purchased or created credit-impaired but subsequently become credit-impaired, the interest income is calculated by multiplying the effective interest rate by the amortized cost of the financial asset.

  • (C) Investments in equity instruments measured at fair value through other comprehensive income

At the time of original recognition, the Company may irrevocably designate the equity instrument investment that is not held for trading and recognized as a contingent consideration by a business merger to be measured at fair value through other comprehensive gains and losses.

Investments in equity instruments measured at fair value through other comprehensive profit or loss are measured at fair value, with subsequent fair value changes presented in other comprehensive profit or loss and accumulated in other equity. When the investment is disposed of, the accumulated profit or loss is directly transferred to retained earnings and is not reclassified as profit or loss.

Dividends on investments in equity instruments at fair value through other comprehensive income are recognized in profit or loss when the Company's right to receive payment is established, unless the dividend clearly represents a recovery of part of the cost of the investment.

B. Impairment of financial assets

- 142 -
  • (A) The Company evaluates financial assets (including accounts receivable) measured at amortized cost, debt instrument investments measured at fair value through other comprehensive profit and loss, debt instrument investments, and lease receivables (operating/financing) and impairment losses of contract assets at fair value through other comprehensive income.

  • (B) Accounts receivable, contract assets and lease receivable (operating/financing) are recognized as allowance for losses based on expected credit losses during the duration. For other financial assets, first, assess whether the credit risk has increased significantly since the original recognition. If there is no significant increase, the allowance loss will be recognized as the 12-month expected loss. If there is a significant increase, the provision loss shall be recognized according to the expected credit loss during the duration.

  • (C) Expected credit loss is the weighted average credit loss weighted by the risk of default. The 12-month expected credit loss represents the expected credit loss arising from possible default events of the financial instrument within 12 months after the reporting date, and the expected credit loss during the duration represents the expected credit loss arising from all possible default events of the financial instruments during the expected duration.

  • (D) Impairment losses on all financial assets are reduced by means of an allowance account to reduce their carrying amount, however, the allowance loss for debt instrument investments measured at fair value through other comprehensive profit or loss is recognized in other comprehensive profit or loss without reducing their carrying amount.

C. De-recognition of financial assets

  • The Company will declassify financial assets when one of the following circumstances is met:

  • (A) Contractual rights to cash flows from financial assets lapse.

  • (B) The contractual rights to receive the cash flows of the financial asset are transferred and substantially all the risks and rewards of ownership of the financial asset have been transferred.

  • (C) Neither transfers nor retains substantially all the risks and rewards of ownership of the financial asset, but retains control over the financial asset.

When a financial asset is measured at amortized cost as a whole, the difference between its carrying amount and the consideration received is recognized in profit or loss. When an investment in a debt instrument at fair value through other comprehensive profit or loss is derecognized as a whole, the difference between its carrying amount and the sum of the consideration received plus any cumulative gain or loss that has been recognized in other comprehensive profit or loss is recognized in profit or loss. When an equity instrument investment measured at fair value through other comprehensive income is de-recognized as a whole, the cumulative gain or loss is transferred directly to retained earnings and is not reclassified as profit or loss.

  • (2) Equity instruments

The debt and equity instruments issued by the Company are classified as financial liabilities or equity according to the substance of the contract agreement and the definition of financial liabilities and equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of certain enterprise after deducting all of its liabilities. Equity instruments issued by the Company are recognized at the amount after deducting direct issuance costs from the obtained proceeds.

  • (3) Financial liabilities

  • A. Subsequent measurement

All financial liabilities are measured at amortized cost using the effective interest method except as follows:

(A) Financial liabilities at fair value through profit or loss are financial liabilities held for trading or financial liabilities designated at fair value through profit or loss on initial recognition. Financial liabilities classified as held for trading

- 143 -

are those whose main purpose at the time of occurrence is to repurchase them back in the short term, and derivatives other than financial guarantee contracts or designated and effective hedging instruments. When any financial liability meets one of the following conditions, the Company will designate it as measured at fair value through profit or loss at the time of original recognition:

  - a. Being a mixed (combined) contract; or

  - b. May eliminate or significantly reduce measurement or recognition inconsistencies; or

  - c. An instrument that is managed and evaluated on a fair value basis in accordance with a written risk management policies.
  • (B) Financial liabilities measured at fair value through profit or loss are measured at fair value at the time of original recognition, and the relevant transaction costs are recognized as current profit or loss. It is subsequently measured at fair value, and changes in its fair value are recognized in profit or loss for the current period.

  • (C) Designated as a financial liability measured at fair value through profit or loss, the amount of change in fair value due to changes in credit risk is recognized in other comprehensive profit or loss, and will not be reclassified to profit or loss subsequently, and the remaining amount of change in fair value of the liability are reported in profit or loss. However, if the above-mentioned accounting treatment causes or aggravates the improper accounting ratio, the profit or loss of the liability shall be fully reported in profit or loss.

  • B. De-recognition of financial liabilities

The Company declassifies financial liabilities only when the obligation is discharged, canceled or lapsed. When financial liabilities are de-recognized, the difference between their carrying amount and the total consideration paid or payable (including any non-monetary assets transferred or liabilities assumed) is recognized in profit or loss. (4) Modification of financial instruments When the contract cash flow of a financial instrument is renegotiated or modified, if the financial instrument shall not be delisted, the Company will recalculate the total book value of the financial asset or the amortized cost of the financial liability by discounting the modified contract cash flow at the original effective interest rate, and recognizes the modified benefit or loss as profit or loss; and the incurred cost or charge will serve as an adjustment to the book value of the modified financial instrument and amortized over the remaining period after modification. If the renegotiation or modification results in the delisting of the financial instrument, it shall be handled in accordance with the de-recognition regulations.

  • (4) Modification of financial instruments

  • Inventory

Inventories are measured on the basis of the lower of cost and net realizable value, and the perpetual inventory system is adopted, and the cost is determined by the weighted average method. The cost of finished goods and work in progress include raw materials, direct labor costs, other direct costs and overhead related to production (assigned to normal production capacity), but excludes borrowing costs. When comparing the lower of the cost and the net realizable value, the item-by-item comparison method is adopted. The net realizable value refers to the estimated selling price in the normal course of business minus the estimated cost to be invested to complete the project and the estimated cost required to complete the sale. balance.

  1. Real estate and construction land

  2. (1) Real estate and construction land are accounted for at actual cost. The part of the house that has been delivered is apportioned according to the selling price ratio to calculate profit and loss. At the end of the period, it is evaluated based on the lower of cost and net realizable value.

  3. (2) The recognition of profit and loss adopts the cost recovery method.

  4. (3) The business cycle is adopted as the criterion for dividing current and non-current.

  5. Non-current assets to be sold (or disposal group)

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When the carrying amount of non-current assets (or disposal groups) is mainly recovered through sales transactions rather than continued usage and it is highly likely to be sold, they will be classified as assets held for sale measured at the lower of its book value and fair value less costs of sales.

  1. Investment accounted for under the equity method

  2. (1) The subsidiary refers to an entity (including a structured entity) controlled by the Company, when the firm is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity, it shall be regarded that the Company is controlling the entity.

  3. (2) Unrealized gains and losses arising from transactions between the Company and its subsidiaries have been eliminated. The accounting policies of the subsidiaries have been adjusted as necessary to be consistent with the policies adopted by the Company.

  4. (3) The Company recognizes the share of profit and loss acquired by the subsidiary as profit and loss of the current period, and the share of other comprehensive profit and loss acquired by the Company as other comprehensive profit or loss. If the share of losses recognized by the Company for a subsidiary is equal to or exceeds the equity in the subsidiary, the Company will continue to recognize losses in proportion to its shareholding.

  5. (4) If the change in the shareholding of the subsidiary does not result in a loss of control (transactions with non-controlling interests), it will be regarded as an equity transaction, which is being regarded as the transaction with the owner. Any difference between the adjusted amount of non-controlling interests and the fair value of the consideration paid or received is directly recognized in equity.

  6. (5) When the Company loses control over the subsidiary, the remaining investment in the former subsidiary is remeasured at fair value and adopted as the fair value of the originally recognized financial assets or the cost of the originally recognized investment in affiliated enterprises or joint ventures. The difference between the fair value and the carrying amount is recognized as profit or loss of the current period. For all amounts previously recognized in other comprehensive profit or loss related to the subsidiary, the accounting treatment is the same as if the Company directly disposes of the relevant assets or liabilities, that is, if the benefit or loss previously recognized as other comprehensive profit or loss will be reclassified as profit or loss when disposing of the relevant assets or liabilities, when control of the subsidiary is lost, the benefit or loss will be reclassified from equity to profit or loss.

  7. (6) Affiliated enterprises refer to all entities over which the Company has significant influence but no control, generally directly or indirectly holding more than 20% of their voting shares. The Company adopts the equity method to dispose of the investment in affiliated enterprises, and recognizes it at cost when acquired.

  8. (7) The Company recognizes the share of profit and loss acquired by the affiliated enterprises as profit and loss of the current period, and the share of other comprehensive profit and loss acquired by the Company as other comprehensive profit or loss. If the Company's share of losses to any affiliated enterprise is equivalent to or exceeds its equity in the affiliated enterprise (including any other unsecured receivables), the Company will not recognize further losses unless the Company has any statutory or constructive obligations to, or has paid on behalf of the affiliated enterprise.

  9. (8) The unrealized gains and losses arising from transactions between the Company and affiliated enterprises have been eliminated in proportion to its equity in the affiliated enterprises; unless there is further evidence that the assets transferred in the transaction have been impaired, unrealized losses will also be eliminated. The accounting policies of the affiliated enterprises have been adjusted as necessary to be consistent with the policies adopted by the Company.

  10. (9) In the event that an affiliate enterprise issues new shares, and the Company does not subscribe to the new shares in accordance with the proportion, resulting in a change in the investment ratio but still having a significant impact on it, the increase or decrease of the change in the net equity value is to adjust the "capital surplus" and "investments accounted for under the equity method". If the proportion of investment is reduced, in addition to the above-mentioned adjustments, the gains or losses related to the

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reduction of ownership interests that have been previously recognized in other comprehensive profit or loss, and the gains or losses must be reclassified to profit or loss when disposing of related assets or liabilities, it shall be reclassified to profit or loss according to the reduction ratio.

  • (10) When the Company loses its significant influence on the affiliated enterprise, the remaining investment in the original affiliated enterprise will be re-measured according to the fair value, and the difference between the fair value and the book value will be recognized as the profit and loss of the current period.

  • (11) When the Company disposes of an affiliated enterprise and loses its significant influence on such affiliated enterprise, for all amounts previously recognized in other comprehensive profit or loss related to the affiliated enterprise, the accounting treatment is the same as if the Company directly disposes of the relevant assets or liabilities, that is, if the benefit or loss previously recognized as other comprehensive profit or loss will be reclassified as profit or loss when disposing of the relevant assets or liabilities, when control of the affiliated enterprise is lost, the benefit or loss will be reclassified from equity to profit or loss. If there is still a significant influence on the affiliated enterprises, only the amount previously recognized in other comprehensive profit and loss shall be transferred out in an above-mentioned manner on a proportionate basis.

  • (12) When the Company disposes of an affiliated enterprise, if it loses its significant influence on such affiliated enterprise, it will transfer the capital surplus related to the affiliated enterprise to profit or loss; if it still has significant influence on the affiliated enterprise, it will be transferred to profit or loss according to the proportion of disposal.

  • (13) Pursuant to the “Regulations Governing the Preparation of Financial Reports by Securities Issuers”, the profit or loss during the period and other comprehensive income presented in the parent company only financial reports shall be the same as the allocations of profit or loss during the period and of other comprehensive income attributable to the owners of the parent company presented in the financial reports prepared on a consolidated basis and the owners' equity presented in the parent company only financial reports shall be the same as the equity attributable to owners of the parent presented in the financial reports prepared on a consolidated basis.

  • Property, plant and equipment

  • (1) Property, plant and equipment are recorded on the basis of acquisition cost, and the relevant interest during the acquisition and construction period is capitalized. For property, plant and equipment under construction before they are ready for intended use, samples produced to test whether the assets can function normally are measured at the lower of cost and net realizable value, and the sales price and cost are recognized in profit or loss.

  • (2) Subsequent costs are included in the book value of the assets or recognized as a separate assets only when the future economic benefits related to the item are likely to flow into the Company and the cost of the item can be measured reliably. The book value of the replaced part shall be delisted. All other maintenance expenses are recognized as current profit or loss when incurred.

  • (3) Land is not depreciated. Other property, plant and equipment are depreciated using the straight-line method over their estimated useful lives using the cost model. The Company shall review the residual value, service life and depreciation method of each asset at the end of each financial year. If the expected value of the residual value and service life is different from the previous estimate, or the expected consumption pattern of the future economic benefits contained in the asset has changed significantly, from the date of the change it shall be in accordance with the International Accounting Standard No. 8 "Accounting Policies, Changes in Accounting Estimates and Errors” shall be treated in accordance with the regulations on changes in accounting estimates. The service life of each asset is as follows: Buildings 5-60 years Machine and equipment 5-21 years Utility equipment 8-15 years Transportation equipment 2-12 years

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Miscellaneous 5-21 years

  • (4) When disposing of or not expected to generate future economic benefits from use or disposal, the property, plant and equipment will be de-recognized. The amount of profit or loss arising from the de-recognition of property, plant and equipment is the difference between the net disposal price and the book value of the asset, and is recognized in the current profit and loss.

  • Leases

  • (1) The Company evaluates whether the contract is (or includes) leases on the date of signing of the contract. For contracts that contain the lease component and one or more additional lease or non-lease components, the Company will allocate the consideration in the contract to the lease components based on the relative stand-alone price of each lease component and the aggregate stand-alone price of the non-lease components.

  • A. Company as a lessee

    • Except for leases of low-value underlying assets and short-term leases, which are recognized as expenses on a straight-line basis, the Company recognizes right-of-use assets and lease liabilities on the lease starting date for other leases. Right-of-use assets

The right-of-use asset is originally measured at cost (including the original measured amount of the lease liability, the lease payment less lease incentives received before the lease commencement date, the original direct cost and the estimated cost of restoring the underlying asset), then the measurement will be made at the cost less accumulated depreciation and accumulated impairment losses, and the remeasurement amount of the lease liability will be adjusted.

Except for right-of-use assets that meet the definition of investment real estate, right-of-use assets are presented in the balance sheet as the line item.

The right-of-use asset is depreciated on a straight-line basis from the commencement date of the lease to the expiry of the service life or the expiry of the lease period, whichever is earlier, provided that the ownership of the underlying asset will be acquired at the expiry of the lease period, or if the cost of the right-of-use asset Reflecting the exercise of the purchase option, depreciation is provided from the lease commencement date to the expiry of the target asset's service life.

Lease liabilities

The lease liabilities are originally based on lease payments (including fixed payments, substantially fixed payments, variable lease payments that depend on an index or rate, the amount expected to be paid by the lessee under a residual value guarantee, the exercise price of a purchase option that is reasonably certain to be exercised, and the present value of the lease term reflecting the lessee’s termination penalty for exercising the option to terminate the lease, less the lease incentives received). If the interest rate implicit in the lease is easy to determine, the lease payment shall be discounted using the interest rate. If such rate is not readily determined, the lessee incremental borrowing rate will be used.

Subsequently, the lease liability will be measured on an amortized cost basis using the effective interest method, and the interest expense is amortized over the lease term. If the lease period, the evaluation of the purchase option of the underlying asset, the expected payment amount under the residual value guarantee, or the index or rate adopted to determine the lease payment change result in changes in future lease payments, the Company will remeasure the lease liability and adjusts the right-of-use asset against it, except that if the carrying amount of the right-of-use asset has been reduced to zero, the remaining remeasured amount will be recognized in profit or loss. Lease liabilities are presented as line item in the parent company only balance sheet.

If there is any variable rent in the lease agreement that does not depend on an index or rate, it is recognized as expense in the period in which it occurs.

B. Company as a lessor

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If the lease transfers almost all the risks and rewards attached to the ownership of the underlying asset, it is classified as a finance lease; otherwise, it is classified as an operating lease.

When any lease includes land and building elements, the Company will separately evaluate the classification of each element as financial lease or operating lease, and the lease payment (including any lump-sum front-end payment) is allocated to the land and buildings according to the relative proportion of the fair value of the land and building lease rights on the date of signing of the contract. If the lease payments cannot be reliably allocated to such two elements, the entire lease will be classified as the financial lease, but if both elements clearly meet the criteria for the operating lease, the entire lease will be classified as the operating lease.

  1. Investment property

  2. Investment real property is real property held to earn rentals or for capital appreciation or both (including real property under construction for such purposes). Investment property also includes land held for which the future use has not yet been determined. Investment property also includes right-of-use assets that meet the definition of investment property. Self-owned investment property shall be initially measured at cost (including transaction costs).

All investment property shall be subsequently measured at fair value, and the gains or losses arising from changes in fair value are recognized in profit or loss in the year in which they occur.

Investment real estate is transferred to real estate, plant and equipment at the fair value on the date when it is first transferred for self-use.

When property, plant and equipment real estate is transferred to investment real estate at the end of self-use, the difference between the original book value and the fair value is listed in other comprehensive profit and loss, and is accumulated in the revaluation appreciation under other equity items. When being de-recognized, it will be directly transferred to into retained earnings.

The amount of profit or loss arising from the de-recognition of investment real estate is the difference between the net disposal price and the book value of the asset, and is recognized in the annual profit and loss.

  1. Impairment of non-financial assets

  2. On the date of balance sheet, the Company will estimate the recoverable amount of assets which may be subject to impairment, and recognize the impairment loss when the recoverable amount is lower than its book value. The recoverable amount is the fair value of an asset less costs of disposal or its value in use, whichever is higher. If the asset impairment recognized in the previous year does not exist, it shall be reversed within the scope of the provision for loss in the previous year.

  3. Allowance for liabilities

Provision for liabilities is a present legal or constructive obligation due to past events, and it is likely to require outflow of resources with economic benefits to settle the obligation, and the amount of the obligation can be reliably estimated. The measurement of liability allowance is based on the best estimated present value of the expenditure required to pay off the obligation on the balance sheet date. The discount rate adopts the pre-tax discount rate that reflects the current market assessment of the time value of money and the specific risks of liabilities, and the amortization of the discount is recognized as interest expense. Future operating losses shall not be recognized as a liability allowance.

  1. Employee benefits

  2. (1) Short-term employee benefits

Short-term employee benefits are measured at non-discounted amounts expected to be paid and are recognized as an expense when the related service is rendered.

  • (2) Pension

  • A. Defined contribution plan

For the definite allocation plan, the amount of the pension fund that should be appropriation is recognized as the current pension cost on the accrual basis. Advance payments are recognized as assets to the extent that they are refundable in cash or reduce future payments.

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B. Defined benefits plan

  • (A) The net obligation under the defined benefit plan is calculated by discounting the amount of future benefits earned by the employee in the current period or past service, and the fair value of the planned assets is subtracted from the present value of the defined benefit obligation on the balance sheet date. The net defined benefit obligation is calculated annually by the actuary using the projected unit benefit method, and the discount rate is the market yield rate of government bonds (on the balance sheet date) that are consistent with the currency and period of the defined benefit plan on the balance sheet date.

  • (B) Remeasurements arising from defined benefit plans are recognized in other comprehensive profit or loss in the period in which they occur, and are expressed in retained earnings.

  • (C) Expenses related to upfront service costs are recognized immediately in profit or loss.

  • (3) Remuneration for employees and directors and supervisors

  • Employee remuneration and remuneration of directors and supervisors are recognized as expenses and liabilities when there are statutory or constructive obligations and the amount can be estimated reasonably. If there is a discrepancy between the actual distribution amount and the estimated amount in subsequent resolutions, it shall be treated as a change in accounting estimate.

  • (4) Severance benefits

Severance benefits are benefits provided when the employee's employment is terminated before the normal retirement date or when the employee decides to accept the company's welfare offer in exchange for the termination of employment. The Company recognizes the expense when the offer of severance benefits cannot be revoked or when the related restructuring costs are recognized, whichever occurs earlier. Benefits that are not expected to be fully settled within 12 months after the balance sheet date are discounted.

  1. Capital and treasury stocks

  2. (1) Capital

Common stock is classified as equity.

Incremental costs directly attributable to the issue of new shares or share options are included in equity as a reduction of the price.

  • (2) Treasury stocks

The Company recovers the stocks issued and recognizes them as "treasury stocks" according to the consideration paid at the time of repurchase (including directly attributable costs) as the deduction of equity. If the disposal price of the treasury stock is higher than the book value, the difference is listed as capital reserve - treasury stock transaction; if the disposal price is lower than the book value, the difference will be offset against the capital surplus generated by the transaction of the same type of treasury stock, if there is any deficit, the retained surplus will be debited. The book value of treasury stocks is weighted average and calculated separately according to the reasons for withdrawal.

When treasury stocks are canceled, the capital reserve shall be debited in proportion to the shareholding ratio - stock issuance premium and share capital. If the book value is higher than the total face value and stock issuance premium, the difference will be offset against the capital surplus generated by the transaction of the same type of treasury stocks, and if there is any deficit, it will be offset against the retained earnings; if its book value is lower than the total of the face value and the stock issuance premium, it will be credited to the capital surplus generated by the exchange of the same type of treasury stocks.

  1. Income tax

  2. (1) The tax expense for the period comprises current and deferred tax. Income taxes are recognized in profit or loss, except for income taxes that relate to items that are recognized in other comprehensive profit or loss or directly in equity, respectively.

  3. (2) The current income tax is calculated based on the taxable income generated by the Company's operations, using the tax rate that has been enacted or substantively enacted

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on the date of balance sheet. The management level periodically assesses the status of income tax filings with respect to applicable income tax regulations and, where applicable, estimates income tax liabilities based on the expected tax payments to the taxation competent authorities. Income tax is levied on the undistributed earnings calculated in accordance with the provisions of the Income Tax Act of Taiwan. In the year following the year in which the earnings are generated, after the shareholders' meeting approves the earnings distribution proposal, the income tax expense will be recognized based on the distribution of the actual earnings.

  • (3) The balance sheet method is adopted for deferred income tax, which is recognized according to the temporary difference between the tax basis of assets and liabilities and their carrying amount on the balance sheet. Deferred income tax liabilities arising from the original recognition of goodwill are not recognized if the deferred income tax arises from the original recognition of assets or liabilities in a transaction (excluding business combinations) and at the time of the transaction If it does not affect accounting profit or taxable income (tax loss), it will not be recognized. For temporary differences related to investment in subsidiaries and affiliated enterprises, if the Company can control the timing of the reversal of the temporary difference and it is highly likely that the temporary difference will not reverse in the foreseeable future, it will not be recognized. The deferred income tax is based on the tax rate (and taxation laws) that has been enacted or substantively enacted on the balance sheet date and is expected to be applicable when the relevant deferred income tax assets are realized or the deferred income tax liabilities are settled.

  • (4) Deferred income tax assets are recognized within the scope of temporary differences, unused tax losses and unused income tax credits that are likely to be available in future taxable income, and are reassessed on each balance sheet date. Evaluate unrecognized and recognized deferred tax assets.

  • (5) When there is a legally enforceable right to offset the recognized current income tax assets and liabilities and there is an intention to pay off on a net basis or to realize the assets and liquidate liabilities at the same time, the current income tax assets and current income tax liabilities will be mutually offset against each other; when there is a legally enforceable right to offset the current income tax assets and current income tax liabilities, and the deferred income tax assets and liabilities are levied by the same taxation competent authority, or when different taxpayers generate but each intends to pay off on a net basis or realize assets and settle liabilities at the same time, the deferred income tax assets and liabilities will be offset against each other.

  • (6) Income tax deduction accounting is adopted for tax incentives arising from the purchase of equipment or technology, research and development expenditures, personnel training expenditures, and equity investment.

  • Revenue recognition

The Company's revenue recognition principle from customer contracts is to recognize revenue in the following steps:

  • (1) Identify customer contracts;

  • (2) Identify the performance obligations in the contract;

  • (3) Determine the transaction price;

  • (4) Allocate the transaction price to performance obligations in the contract; and

  • (5) Revenue is recognized when performance obligations are met.

  • After the Company identifies the performance obligations in the customer contract, it will allocate the transaction price to each performance obligation, and recognizes revenue when each performance obligation is satisfied.

For contracts where the time interval between the transfer of goods or services and the receipt of consideration is within one year, the transaction price shall not be adjusted for its significant financial components.

  • (6) Sale of products

The Company recognizes revenue when control of the product is transferred to the customer. The transfer of control of the product means that the product has been delivered to the customer and there are no outstanding obligations that would affect the customer's acceptance of the product. Delivery is the point at which the customer has

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accepted the product in accordance with the transaction conditions, the risk of obsolescence and loss has been transferred to the customer, and the company has objective evidence that all acceptance conditions have been met.

The Company lists the accounts receivable when the products are delivered since the Company is entitled to receive the consideration at that point.

For processing subcontract, the control of the ownership of the processed products has not been transferred, so revenue is not recognized when subcontracting.

  • (7) Provision of services

The services provided by the Company are mainly OEM services entrusted by customers, and the revenue is recognized when the promised services are delivered to the customers (when the customers obtain control of the assets) and there is no subsequent obligation.

  1. Borrowing costs

    • Borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset are included as part of the cost of the asset until substantially all activities necessary to bring the asset to its intended use or sale have been completed. Investment income earned on the temporary investment of specific borrowings prior to the occurrence of eligible capital expenditures is deducted from the borrowing costs eligible for capitalization.

    • Except for the above, all other borrowing costs are recognized as profit or loss in the period in which they are incurred.

  2. Operating segments

    • An operating segment is a constituent unit of an enterprise that engages in business activities that may generate income and incur expenses (including income and expenses arising from transactions with other constituent units within the enterprise). The operating results of the operating segment are regularly reviewed by the operating decision-maker of the enterprise to make decisions on resource allocation to the department and evaluate the performance of the department, with separate financial information.
  3. (V) Significant Accounting Judgments, Estimates and Assumptions

The Company takes into account the economic impact caused by the COVID-19 epidemic/climate change and related government policies and regulations/military conflict between Russia and Ukraine and related international sanctions/inflation and market interest rate fluctuations into major accounting estimates, and continues to review basic assumptions and estimates. If the revision of the estimate only affects the current period, it will be recognized in the revision period; if the revision of the accounting estimate affects both the current period and the future period, it will be recognized in both the revision period and the future period.

When the Company prepares the parent company only financial statements, the important judgments, accounting estimates and assumptions adopted in the accounting policies are as follows:

  1. Important judgments on the adoption of accounting policies

  2. (1) Judgment on business model of financial asset classification

    • The Company evaluates the business model to which financial assets belong based on the level that reflects the joint management of financial asset groups to achieve specific business objectives. This assessment considers all relevant evidence, including how the asset's performance is measured, the risks affecting performance, and how the compensation of relevant managerial officers is determined, and requires the use of judgment. The Company continues to assess whether its business model judgment is appropriate, and for such purpose, monitors financial assets measured at amortized cost and debt instrument investments measured at fair value through other comprehensive profit and loss that are delisted before the maturity date to understand the reasons for its disposal of assess whether the disposition is consistent with the objectives of the business model. If it is found that the business model has changed, the Company will reclassify financial assets in accordance with the provisions of IFRS 9, and postpone the application from the date of reclassification.
  3. (2) Revenue recognition

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  • A. The Company makes judgement in accordance with IFRS 15 to determine whether it has obtained or not the control of specific products or services before transferring them to the customer, and will be the principal or agent in the transaction. If it is determined as a transaction as an agent, the net transaction amount will be recognized as revenue.

In any of the following circumstances, the Company shall be the principal:

  • (A) the Company obtains control of the products or other assets from the other party before the products or other assets are transferred to the customers; or

  • (B) The Company controls the right to provide labor services by the other party, so as to obtain the ability to instruct that party to provide services to customers on behalf of the Company; or

  • (C) The Company obtains control of products or services from the other party to combine with other products or services to provide specific products or services to customers.

  • B. The indicators adopted to assist in judging whether the Company controls the specific products or services before transferring them to customers include (but not limited to):

  • (A) The Company is primarily responsible for fulfilling the commitment to provide specific products or services.

  • (B) The Company assumes inventory risk before and after the transfer of specific products or services to customers.

  • (C) The Company has the discretion to determine the price.

  • (3) Lease Period

  • When determining the lease period, the Company considers all relevant facts and circumstances that create economic incentives to exercise (or not exercise) the option, including all expected changes in facts and circumstances from the starting date to the date when the option is exercised. Factors considered include the terms and conditions of the contract for the period covered by the option, significant leasehold improvements made (or expected to be made) during the contract period, and the importance of the underlying asset to the Company's operations, among others. When major events or major changes in circumstances occur within the Company's control, the lease period shall be reassessed.

  • (4) Judgment of significant influence on affiliated enterprises

  • Situations where the investee holds less than 50% of the voting shares and is the single largest shareholder, but only has significant influence without control or joint control:

  • A. As stated in Note (6)10 "Investments Accounted for Using Equity Method", the Company holds 44.76% of the voting rights of SUNNY LOGISTICS CO., LTD. and is the single principal shareholder of SUNNY LOGISTICS CO., LTD. However, the decision-making unit of SUNNY LOGISTICS CO., LTD.’s relevant activities is the board of directors, and the Company has not been elected as a director of SUNNY LOGISTICS CO., LTD., and hence it cannot instruct the business decision-making. Therefore, the Company only has significant influence but no control over SUNNY LOGISTICS CO., LTD., so it is listed as an affiliated enterprise of the Company.

  • B. As stated in Note (6)10 "Investments Accounted for Using Equity Method", the Company holds 44.91% of the voting rights of LILY CONSTRUCTION CO., LTD. and is the single principal shareholder of LILY CONSTRUCTION CO., LTD. However, the decision-making unit of LILY CONSTRUCTION CO., LTD.’s relevant activities is the board of directors, and the Company has not been elected as a director of LILY CONSTRUCTION CO., LTD., and hence it cannot instruct the business decision-making. Therefore, the Company only has significant influence but no control over LILY CONSTRUCTION CO., LTD., so it is listed as an affiliated enterprise of the Company.

  • C. As stated in Note (6)10 "Investments Accounted for Using Equity Method", the Company holds 46.27% of the voting rights of GIANTEX TEXTILE CORPORATION and is the single principal shareholder of GIANTEX TEXTILE CORPORATION. However, the decision-making unit of GIANTEX TEXTILE

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CORPORATION’s relevant activities is the board of directors, and the Company has not been elected as a director of GIANTEX TEXTILE CORPORATION, and hence it cannot instruct the business decision-making. Therefore, the Company only has significant influence but no control over GIANTEX TEXTILE CORPORATION, so it is listed as an affiliated enterprise of the Company.

  1. Important accounting estimates and assumptions

  2. (1) Revenue recognition

    • Sales revenue is recognized when performance obligations are met by transferring control of goods or services to customers, net of estimated related sales returns, discounts and other similar allowances. These sales returns and discounts are estimated based on historical records and other known reasons, and the Company regularly reviews the rationality of the estimates.
  3. (2) Impairment of financial assets

    • Estimated impairments on accounts receivable, debt instrument investments and financial guarantee contracts are based on the Company's assumptions about default rates and expected loss rates. The Company considers historical experience, current market conditions and forward-looking information to formulate assumptions and select inputs for impairment assessments. If the actual future cash flow is less than expected, significant impairment losses may arise.
  4. (3) Fair value measurement and evaluation process When there is no market quotation for the assets and liabilities measured by fair value in the active market, the Company will decide whether to outsource the valuation and determine the appropriate fair value evaluation technology according to relevant laws and regulations or based on judgments. If the level 1 input value cannot be obtained when estimating the fair value, the Company takes reference to the analysis of the investee's financial status and operating results, recent transaction prices, quotations of the same equity instruments in non-active markets, and quotations of similar instruments in active markets and comparable company valuation multiples, etc. to determined the input values. If the actual change in the input value in the future is different from the expectation, changes in fair value may occur.

    • The Company regularly updates various input values according to market conditions to monitor whether the fair value measurement is appropriate.
  5. (4) Impairment assessment of tangible and intangible assets In the process of asset impairment assessment, the Company needs to rely on subjective judgments and based on asset usage patterns and industry characteristics to determine the independent cash flow of a specific asset group, the duration of assets, and potential future income and expenses. Any change in estimates due to changes in economic conditions or the Company's strategy may result in material impairment in the future.

  6. (5) Impairment testing of investment using the equity method When there is any indication of impairment that an investment using the equity method may have been impaired and hence the book value cannot be recovered, the Company immediately assesses the impairment of the investment. The Company evaluates the recoverable amount based on the discounted value of the expected future cash flow of the invested company or the discounted value of the expected cash dividend received and the future cash flow generated by disposing of the investment, and analyzes the rationality of the relevant assumptions.

  7. (6) Realization of deferred tax assets

    • Deferred income tax assets are only recognized when it is highly likely that there will be sufficient taxable income in the future for the use of deductible temporary differences. When assessing the realizability of deferred income tax assets, management must involve significant accounting judgments and estimates, including assumptions such as expected future sales revenue growth and profit margins, tax holidays, available income tax credits, and tax planning. Any changes in the global economic environment, industry environment, and laws and regulations may cause major adjustments to deferred income tax assets.
  8. (7) Evaluation of inventory

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Since inventories shall be priced at the lower of cost and net realizable value, the Company will adopt judgment and estimation to determine the net realizable value of inventories on the date of balance sheet. The Company evaluates the amount of inventory due to normal wear and tear, obsolescence or of no market value on the date of balance sheet, and writes off the inventory cost to the net realizable value. (8) Calculation of net defined benefit liabilities

When calculating the present value of a defined benefit obligation, the Company will adopt judgment and estimation to determine the relevant actuarial assumptions on the date of balance sheet, including the discount rate and the expected return rate of project assets. Any change in actuarial assumptions may significantly affect the amount of the Company's defined benefit obligations.

(VI) Contents of Significant Accounts

1. Cash and cash equivalents

Items
Cash
Checking deposits
Demand deposit
Foreign currency deposits
Total
December 31,2022
$ 403
50,543
7,684
9,860
$ 68,490
December 31,2021
$ 339
69,921
8,243
65,754
$ 144,257

(1) The credit quality of the financial institutions that the Company interacts with is good, and the Company interacts with a number of financial institutions to diversify the credit risk, and the risk of default is expected to be very low.

(2) The Company has not pledged cash and equivalent cash.

  1. Financial assets measured at fair value through other comprehensive income
Items
Current:
Equity instruments
Domestic listed/OTC stocks
Valuation adjustment
Total
Non-current:
Equity instruments
Domestic listed/OTC stocks
Domestic
non-listed/non-OTC stocks
Subtotal
Valuation adjustment
Total
December 31,2022
$ 10,698
(4,874)
$ 5,824
$ 22,885
76,224
99,109
54,137
$ 153,246
December 31,2021
$ 10,698
(4,695)
$ 6,003
$ 22,885
63,276
86,161
39,375
$ 125,536

(1) The Company chooses to classify the investment in CHINA WIRE & CABLE CO., LTD., which receives stable dividends, as financial assets measured at fair value through other comprehensive income. The fair values of these investments on December 31, 2022 and 2021 were respectively NT$5,824 thousand and NT$6,003 thousand.

(2) The Company invests in the common stocks of EVERTEX FABRINOLOGY LTD. and other companies according to the medium and long-term strategic objectives, and expects to make profits through long-term investment. The Company's management level believes that if the short-term fair value fluctuations of these investments are included in profit or loss, it will be

- 154 -

inconsistent with the aforementioned long-term investment plan, so it chooses to designate these investments to be measured at fair value through other comprehensive income.

  • (3) Please refer to Note (12) for the relevant credit risk management and assessment methods.

  • Notes receivable, net

Items
Notes receivable
Less: loss allowance
Notes receivable, net
December 31,2022
$ 2,415
(13)
$ 2,402
December 31,2021
$ 12,242
(13)
$ 12,229

(1) The Company's notes receivable have not been discounted or pledged.

(2) Please refer to the following net accounts receivable for the relevant disclosure of allowance loss on notes receivable.

  1. Accounts receivable, net
Items
Accounts receivables
Less: loss allowance
Accounts receivable, net
December 31,2022
$ 60,436
(316)
$ 60,120
December 31,2021
$ 53,167
(316)
$ 52,851
  • (1) The Company's accounts receivable that are not overdue and have not been impaired all meet the credit standards set based on the counterparty's industrial characteristics, business scale, and profit-making status, and the average credit period is 90-120 days.

(2) Please refer to Note (12) for the relevant credit risk management and assessment methods.

  • (3) The Company's accounts receivable have not been pledged.

  • A. The Company adopts a simplified method to recognize the allowance loss of notes receivable and accounts receivable based on the expected credit loss during the duration. The expected credit loss during the duration is based on considering the customer's past default record and current financial and economic conditions, while considering the industry outlook to adjust the loss rate established by historical and realistic information. The Company measures the allowance loss of notes receivable and accounts (including other receivables, collections and related parties) according to the reserve matrix as follows:

December 31,
2022
Expected
credit loss
rate
Total carrying
amount
Allowance for loss
(lifetime expected
credit loss)
Amortized cost
Not overdue
Overdue 0-30 days
Overdue
31-90
days
Overdue for more
than 91 days
Total
December 31,
2021
-

1% or above
5% or above

20% or above
Expected
credit loss
rate
$ 1,082,346
-
-

342,988

$ -

-

-

7,412
$1,082,346
-
-

335,576
$1,425,334
$ 7,412

$1,417,922
Total carrying
amount
Allowance for loss
(lifetime expected
credit loss)
Amortized cost
Not overdue
Overdue 0-30 days
Overdue
31-90
-

1% or above
5% or above
$ 979,588
-
-

$ -

-

-
$ 979,588
-
-
- 155 -
days
Overdue for more
than 91 days
20% or above
Total

310,667

7,412

303,255
$1,290,255 $ 7,412
$1,282,843
  • B. Changes in notes receivable and allowance for receivables (including other receivables and collections) are as follows:
Beginning balance
Add:
Provision
for
impairment loss
Less: Impairment loss
reversed
Less: Write-off due to
inability to recover
Foreign
Currency
Conversion Difference
Ending balance
2022
$ 7,412
-
-
-
-
$ 7,412
2021
$ 7,412
682
-
( 682)
-
$ 7,412

The Company does not hold any collateral or other credit enhancements over these accounts receivable.

(4) The Company's impairment losses on accounts receivable in 2022 and 2021 are respectively NT$0 thousand and NT$682 thousand.

5. Net other receivables

Items
Proceeds receivable
Other receivables - Others
Tax refund receivable
Less: loss allowance
Net amount
December 31,2022
$ 315
4,257
2,734
(1,095)
$ 6,211
December 31,2021
$ 281
4,366
-
(1,095)
$ 3,552

6. Inventory

Items
WIP
Finished goods
Products
Total
December 31,2022
$ 852
803
-
$ 1,655
December 31,2021
$ 1,119
789
-
$ 1,908

(1) Inventory-related (loss) gains recognized as cost of sales of products in the current period are as follows:


period are as follows:
Costs of sales of inventory
Inventory price recovery
benefit (loss)
Warehousing costs
Costs of transferring of the
discontinued units
Total operating costs
2022
$ 39,736
252
271,780
-
$ 311,768
2021
$ 128,714
( 2,249)
221,293
( 4,799)
$ 342,959

(2) In 2022 and 2021, the Company raised the price of certain products and cleared some of the inventory, or reduced the cost to the net realizable value, and the

- 156 -

benefits (losses) of inventory price recovery were respectively NT$(252) thousand and NT$2,249 thousand.

(3) The Company does not pledge the inventory.

  1. Real estate and construction land
Items
Houses and parking spaces for
sale
Construction land
Total
Less: Loss allowance for
falling price
Net amount
December 31,2022
$ 3,060
1,858
4,918
-
$ 4,918
December 31,2021
$ 3,060
1,858
4,918
-
$ 4,918

(1) The interest capitalization amount of the premises for sale and construction land in both 2022 and 2021 is NT$0 thousand.

(2) The Company does not pledge the real estate and construction land.

  1. Non-current assets to be sold (net) and discontinued units

(1) On March 23, 2017, the Company was approved by the board of directors to discontinue the production at Pingzhen Cotton Factory and transfer the related assets and liabilities into the disposal group to be sold, which is expressed as a discontinued unit in line with the definition. The sale transaction of the disposal group to be sold was completed in June 2019.

(2) The cash flow information of the discontinued unit is as follows:

Cash
flows
from
operating activities
Cash
flows
from
investing activities:
Cash
flows
from
financing activities:
Total cash flow
2022
$ -
-
-
$ -
2021
($ 2,621)
-
-
($ 2,621)

(3) Assets classified as disposal group for sale: None.

(4) Liabilities classified as disposal group for sale: None.

(5) Accumulated income or expenses recognized in other comprehensive profit or loss related to the disposal group classified as pending sale: None.

  • (6) The analysis of the operating results of the discontinued units and the results of re-measurement and recognition of assets or groups to be disposed of is as follows:

follows:
Profit or loss from operating
Operating revenue
Operating costs and operating expenses
Pre-tax operating loss of discontinued units
Income tax (expense) benefit
After-tax operating loss of discontinued units (A)
Disposal gains (loss) of assets of discontinued units and
measurement gains (loss) based on net fair value
Pre-tax asset disposal gains (loss) and net fair value
measurement gains (loss) of discontinued units
Income tax (expense) benefit
Disposal gains (loss) of assets of discontinued units and
measurement gains (loss) based on net fair value (B)
2022 2021
$ -
-

$ 3,925

( 6,546)
-
-
( 2,621)

-
$-
($2,621)


$ -
-

$ -

-

-
-
- 157 -

Loss of discontinued units (A + B)

$ -

($ 2,621)

  • (7) Liabilities directly related to non-current assets to be sold: None.

  • Other financial assets - Current

Items December 31, 2022 December 31, 2021 Restricted time deposit $ 181,533 $ 178,253 (within one year)

Please refer to Note (8) for information on providing guarantees with other financial assets-liquidity.

10. Investment accounted for under the equity method

Investment subsidiary
Investment
affiliated
enterprise
Total
December 31,2022
$ 140,630
386,802
$ 527,432
December 31,2021
$ 143,742
338,780
$ 482,522
  • (1) Investment subsidiary

  • A. The Company's subsidiaries are listed as follows:

Investees December 31, 2022 December 31, 2022 December 31, 2021 December 31, 2021
Carrying
amount
Shareholding
%
Carrying
amount
Shareholding
%
GISONG
ENTERPRISE
CORPORATION
LILYTEX
INTERNATIONAL
CORP.
LILYTEX
INTERNATIONAL
CORP.
MIGHTY BUSINESS LTD.
Subtotal
Add: Long-term equity investment
loan balance transferred to other
liabilities
Total
$ 140,630

-

( 1,208,774)
( 45,666)

57.00

-
70.59
100.00

$ 143,731
11
( 1,086,888)
( 41,168)

57.00

98.67
70.59
100.00

( 1,113,810)
1,254,440
( 984,314)
1,128,056
$140,630 $143,742
  • B. For information about the Company's subsidiaries, please refer to Note (4)3 of the Company's 2022 financial reports.

  • C. It is determined that the subsidiary LILYTEX INTERNATIONAL CORP. will be dissolved on October 1, 2021. The Company lost its significant influence on the subsidiary from that day on and ceased the application of the equity method. LILYTEX INTERNATIONAL CORP. was liquidated on June 13, 2022.

  • (2) Investment affiliated enterprise:

  • A. The Company's investment affiliated enterprises are listed as follows:

Investees December 31,2022 December 31,2022 December 31,2021 December 31,2021
Carrying
amount
Shareholding
%
Carrying
amount
Shareholding
%
SUNNY LOGISTICS CO.,
LTD.
LILY CONSTRUCTION
CO., LTD.
GIANTEX
TEXTILE
CORPORATION
Total

$ 200,500

173,411

12,891

44.76

44.91

46.27
$ 159,899
172,180
6,701

44.76

44.91

46.27
$ 386,802 $ 338,780
- 158 -
  • B. The Company sold 2,800 thousand shares of GIANTEX TEXTILE CORPORATION in November 2021. After the sale, the shareholding was reduced to 46.27%. The Company hence lost control over GIANTEX TEXTILE CORPORATION from that day but maintained significant influence, and it will be classified as an affiliated enterprise.

  • C. The shares of individual insignificant affiliated enterprises of the Company are summarized as follows:


are summarized as follows:
2022
Share:
Net income
$ 10,696
Other comprehensive income
or loss (net after taxes)
37,326
Total comprehensive income
$48,022
2021
$ 146,434
44,113
$190,547

11. Property, plant and equipment

roperty, plant and equipment
Items
Land
Buildings
Machine and equipment
Other equipment
Equipment to be inspected and
unfinished projects
Total costs
Less:
Accumulated
depreciation and impairment
Total
December 31,2022
$ 1,957,963
1,797,211
19,607
839,836
290,050
4,904,667
( 644,091)
$ 4,260,576
December 31,2021
$ 1,957,963
1,765,151
19,607
820,013
103,257
4,665,991
( 570,838)
$ 4,095,153
Costs Land Buildings Machine and
equipment
Other
equipment
Equipment to
be inspected
and unfinished
projects
Total
$ 1,957,963
-
-
-

$ 1,765,151
3,295
( 11,906)
40,671
$ 19,607
-
-
-

$ 820,013
12,989
-
6,834

$ 103,257

229,992

-

(43,199)
$ 4,665,991
246,276
( 11,906)
4,306
Balance as of January
1, 2022
Addition
Disposal
Reclassification
Balance
as
of
December 31, 2022
Accumulated
depreciation
and
impairment
$ 1,957,963 $ 1,797,211 $ 19,607
$ 839,836

$ 290,050
$ 4,904,667
$ -
-
-
-
$ 321,052
53,924
( 11,906)
-
$ 19,605
-
-
-
$ 230,181
31,235
-
-

$ -

-

-

-
$ 570,838
85,159
( 11,906)
-
Balance as of January
1, 2022
Depreciation
Disposal
Reclassification
Balance
as
of
December 31, 2022
$ - $ 363,070 $ 19,605
$ 261,416

$ -
$ 644,091

Equipment to Machine and Other Land Buildings be inspected Total equipment equipment and unfinished

- 159 -
Costs projects
$ 1,957,963
-
-
-
$ 1,325,583
17,061
( 6,536)
429,043
$ 19,607
-
-
-
$ 622,817
7,700
( 663)
190,159

$ 341,108

255,866

-

(493,717)
$ 4,267,078
280,627
( 7,199)
125,485
Balance
as
of
January 1, 2021
Addition
Disposal
Reclassification
Balance
on
2021.12.31
Accumulated
depreciation
and
impairment
$ 1,957,963 $ 1,765,151 $ 19,607 $ 820,013
$ 103,257
$ 4,665,991
$ -
-
-
-
$ 289,989
37,598
( 6,535)
-
$ 19,605
-
-
-
$ 204,912
25,931
( 662)
-

$ -

-

-

-
$ 514,506
63,529
( 7,197)
-
Balance
as
of
January 1, 2021
Depreciation
Disposal
Reclassification
Balance
on
2021.12.31
$ - $ 321,052 $ 19,605 $ 230,181
$ -
$ 570,838
  • (1) The additions in this period and the cash flow acquisition of property, plant and equipment are adjusted as follows:

equipment are adjusted as follows:
Items
Increase of property, plant and equipment
Increase (decrease) of payable equipment
fees
Cash paid for purchase of property, plant
and equipment
2022
$ 246,276
( 5,450)
$ 240,826
2021
$ 280,627
2,286
$ 282,913
  • (2) The property, plant and equipment of the Company are mainly for self-use purposes.

  • (3) In 2022 and 2021, the capitalized amounts of unfinished construction and prepaid equipment interests of property, plant and equipment were NT$2,593 thousand and NT$4,146 thousand, respectively.

  • (4) There is no sign of impairment of property, plant and equipment, so impairment assessment has not been carried out.

  • (5) As of December 31, 2022 and 2021, due to legal restrictions, the Company is not yet able to register in the name of the Company, and the land temporarily registered in the name of the individual is NT$9,691 thousand. However, in order to ensure the rights and interests, the guarantee notes that the Company has obtained are all NT$19,506 thousand.

  • (6) Please refer to Note (8) for information on providing guarantees with property, plant and equipment.

12. Lease agreements

  • (1) Right-of-use assets
agreements
ight-of-use assets
Items
December
Transportation equipment

Other equipment
Total costs

Less:
Accumulated
depreciation
(
Total
$
Costs
Transportation
December 31,2022
December 31,2021
9,442
7,831
-
2,273
9,442
10,104
1,525)
( 8,931)
7,917
$ 1,173
Other
Total
December 31,2021
7,831
2,273

(
10,104
( 8,931)
$ $ 1,173
Total
- 160 -
equipment equipment
Balance as of January 1,
2022
Increase this period
De-recognition
of
this
period
Balance as of December
31, 2022
Accumulated depreciation
and impairment

$ 7,831
9,442

( 7,831)

$ 2,273

-

( 2,273)

$ 10,104

9,442

( 10,104)

$ 9,442

$ -

$ 9,442

Transportation
equipment
Other
equipment
Total
Balance as of January 1,
2022
Depreciation
De-recognition
of
this
period
Allocation (reversal) of
impairment loss
Balance as of December
31, 2022
Costs

$ 6,744
2,612

( 7,831)

-

$ 2,187

86

( 2,273)

-

$ 8,931

2,698

( 10,104)

-

$ 1,525

$ -

$ 1,525
Transportation
equipment
Other
equipment
Total
Balance as of January 1,
2021
Increase this period
De-recognition
of
this
period
Balance on 2021.12.31
Accumulated depreciation
and impairment

$ 7,831
-

-

$ 2,273

-

-

$ 10,104

-

-
$ 7,831
$ 2,273

$ 10,104
Transportation
equipment
Other
equipment
Total
Balance as of January 1,
2021
Depreciation
De-recognition
of
this
period
Allocation (reversal) of
impairment loss
Balance on 2021.12.31

$ 4,134
2,610

-

-

$ 1,713

474

-

-

$ 5,847

3,084

-

-
$ 6,744
$ 2,187

$ 8,931
(2) Lease liabilities
Items
Carrying amount of the lease
liability
Current
Non-current
December 31,2022
$ 3,124
$ 4,819
December 31,2021
$ 1,197
$ -
- 161 -

The discount rate range for the lease liability is as follows:

Items December 31,2022 December 31,2021
Transportation equipment 1.37%~1.61% 1.61%
Other equipment 1.62%~1.74% 1.62%~1.74%
For the maturity analysis of lease liabilities, please refer to Note (12)2.

(3) Important lease activities and terms

The Company leases some other equipment for use as business office. The lease period is from 2018 to 2025, with the right to renew the lease upon expiration of the lease period. The Company has included the lease renewal right after the lease period expires into the lease liabilities. In addition, according to the contract, without the consent of the lessor, the Company is not allowed to sublease the subject asset of the lease to others. As of December 31, 2022, there was no sign of impairment of the right-of-use asset, so no impairment assessment was performed.

(4) Other information on the leases

A. In 2021 and 2020, the Company chose to apply the recognition exemption for short-term leases and low-value asset leases, and did not recognize the relevant right-of-use assets and lease liabilities for these leases.

B. The Company's lease information is as follows:

Items
Expenses
relating
to
short-term leases
Low-value
asset
lease
expenses
Variable payment profit not
included in
lease liability measurement
Lease cash outflow amount
(Note)
2022
$-
$134
$-
($2,891)
2021
$-
$453
$-
($ 3,659)

(Note): It includes the principal payment of lease liabilities in the current period.

13. Other non-current assets

- 162 -
Items
Advance
payment
for
equipment
Refundable deposits
Collection items
Less: Allowance for losses -
Collections
Long-term
accounts
receivable - Related parties
Long-term prepayments
Total
December 31,2022
$ 26,449
11,512
5,988
( 5,988)
337,000
2,066
$ 377,027
December 31,2021
$ 5,425
10,912
5,988
( 5,988)
304,679
4,890
$ 325,906

For information about long-term accounts receivable - related parties, please refer to Note (7).

14. Short-term borrowings

hort-term borrowings
Type of borrowings
Mortgage loan
Type of borrowings
Mortgage loan
December 31,2022
Amount
Interest rate
$ 185,000
1.7%-1.83%
December 31,2021
Interest rate
Amount
$ 100,000
Interest rate
1.20%

For short-term loans, the company provides some other financial assets and real estate, plant and equipment as guarantees for loans, please refer to Note (VIII).

15. Allowance for liabilities - Current

Items
Employee benefits

Items
Balance as of January 1
Increased
allowance
for
liabilities
for
the
current
period
Allowance for liabilities for in
the current period
Balance as of December 31
December 31,2022
$ 3,018
2022
Employee benefits
$ 2,736
3,018
( 2,736)
$ 3,018
December 31,2021
$ 2,736
2021
Employee benefits
$ 2,414
2,736
( 2,414)
$ 2,736

Allowance for employee benefit liabilities is the valuation of employees' existing short-term leave entitlements.

16. Long-term loans and long-term liabilities due within one year

Loaning institutions Maturity date December 31, 2022 December 31, 2021 Repayment
method
Explanation
(1)
Explanation
(2)
SUNNY BANK
SUNNY BANK
2027.12.30
2028.06.18
$ 510,000
597,000

$ 570,000

600,000
- 163 -
SUNNY BANK
2024.06.18
JihSun Bank
2031.01.15
Taiwan Business Bank
2024.01.06
Taiwan Business Bank
2024.03.02
Total
Less: Long-term liabilities
maturing within one year
Long-term borrowings
Interest rate
400,000
745,000
250,000
530,000

490,000 Explanation
(3)

755,000 Explanation
(4)

250,000 Explanation
(5)

530,000 Explanation
(6)

3,195,000
( 120,000)
$ 3,075,000
1.20%~1.31%
3,032,000
( 132,000)
$2,900,000
1.75%~1.83%
  • (1) The Company borrowed the mid- and long-term loan of NT$600,000 thousand from SUNNY BANK. The repayment method is starting the repayment each month (regarded as one installment) from December 30, 2020 for a consecutive 84 installments, and it repays the interest only for the first to sixth installments, and from the seventh to the 83rd installments repays NT$5,000 thousand in each installment, and the remaining NT$215,000 thousand will be paid off in lump-sum manner in the 84th installment.

  • (2) The Company borrowed the mid- and long-term loan of NT$600,000 thousand from SUNNY BANK. The repayment method is starting the repayment each month (regarded as one installment) from June 18, 2021 for a consecutive 84 installments, and it repays the interest only for the first to 24th installments, and from the 25th to the 83rd installments repays NT$1,000 thousand in each installment, and the remaining NT$541,000 thousand will be paid off in lump-sum manner in the 84th installment.

  • (3) The Company borrowed a mid- and long-term loan of NT$514,000 thousand from the SUNNY BANK. The repayment method is repayment in lump-sum manner on January 6, 2024.

  • (4) The Company borrowed the mid- and long-term loan of NT$800,000 thousand from JihSun Bank. The repayment method is starting the repayment each three months (regarded as one installment) from January 15, 2022 for a consecutive 36 installments, and it repays the amount of NT$15,000 thousand for each installments, and the remaining principal of NT$275,000 thousand will be paid off in lump-sum manner.

  • (5) The Company borrowed a mid- and long-term loan of NT$250,000 thousand from the Taiwan Business Bank. The repayment method is repayment in lump-sum manner on January 6, 2024.

  • (6) The Company borrowed a mid- and long-term loan of NT$530,000 thousand from the Taiwan Business Bank. The repayment method is repayment in lump-sum manner on March 2, 2024.

  • (7) The Company provides some other financial assets and property, plant and equipment as guarantee for loans, please refer to Note (8) for details.

17. Pension

(1) Defined contribution plan

  • A. The pension system of the "Labor Pension Act" applicable to the Company is a defined pension contribution plan managed by the government, and 6% of the employee's monthly salary is allocated to the individual account of the Bureau of Labor Insurance.

  • B. In 2022 and 2021, the amount that shall be allocated in accordance with the specified proportion in the definite distribution plan has been recognized in

- 164 -

the profit and loss statement as a total of NT$2,878 thousand and NT$2,318 thousand, respectively.

  • (2) Defined-benefits plan

  • A. The pension system of Taiwan's "Labor Standards Act" applicable to the Company is a defined pension benefit plan managed by the government. The payment of employee pensions is calculated based on the years of service and the average salary of the six months before the approved retirement date. These companies allocate 4% of the total monthly salary of the employees to the employee pension fund, which is deposited in the designated account of the Bank of Taiwan under the name of the Supervisory Committee of Business Entities’ Labor Retirement Reserve. Before the end of the year, if the balance in the estimated special account is insufficient to pay the workers who are expected to meet the retirement conditions in the next year, the difference will be allocated before the end of March of the next year. The designated account is entrusted to the Bureau of Labor Funds of the Ministry of Labor for management, and the Company has no right to instruct the investment management strategy.

  • B. The amount of the Company's obligations arising from the defined benefit plan included in the parent company only balance sheet is as follows:

Items
Defined
benefit
obligation
Fair value of plan assets
Net confirmed benefit
debt
December 31,2022
($ 20,177)
2,930
($ 17,247)
December 31,2021
($ 17,968)
1,269
($ 16,699)

C. Changes in defined benefit liabilities are presented as follows:

Items 2022
Present value of
defined benefit
plan obligations


Fair value of
plan assets
Net confirmed
benefit debt
Balance as of January 1
Service costs
Current period service costs
Interest Expense (Income)
Previous period service costs
Liquidation loss (gain)
Deferred tax income (expense)
recognized in profit or loss
Remeasurement number
Return on project assets (except for
the amount included in net interest)
Actuarial (profit) loss-
Impact
from
changes
in
demographic assumptions
Impact from changes in financial
assumptions
Experience adjustment
Deferred tax income (expense)
recognized in other comprehensive
income
Contributions by employer
Number of benefit payments on the
account
Number of benefit payments
($ 17,968) $ 1,269 ($ 16,699)
( 71)
( 86)
-
-
-
11
-
-
( 71)
( 75)
-
-
( 157) 11 ( 146)
-
-
299
( 2,351)
100
-

-
-
100
-
299
( 2,351)
( 2,052) 100 ( 1,952)
-

-
-
1,550
-
-
1,550
-
-
- 165 -
Balance as of December 31
Items
($20,177) $2,930 ($17,247)
2021
Present value of
defined benefit
plan obligations

Fair value of
plan assets
Net confirmed
benefit debt
Balance as of January 1
Service costs
Current period service costs
Interest Expense (Income)
Previous period service costs
Liquidation loss (gain)
Deferred tax income (expense)
recognized in profit or loss
Remeasurement number
Return on project assets (except for
the amount included in net interest)
Actuarial (profit) loss-
Impact
from
changes
in
demographic assumptions
Impact from changes in financial
assumptions
Experience adjustment
Deferred tax income (expense)
recognized in other comprehensive
income
Contributions by employer
Number of benefit payments on the
account
Number of benefit payments
Balance as of December 31
($ 17,678) $ 1,431 ($ 16,247)
( 70)
( 68)
-
-
-
7
-
-
( 70)
( 61)
-
-
( 138) 7 ( 131)
-

-
115
( 1,349)
13
-

-
-
13
-
115
( 1,349)
( 1,234) 13 ( 1,221)
-

-
1,082
900
-
( 1,082)
900
-
-
($17,968) $1,269 ($16,699)
  • D. The Company is exposed to the following risks due to the pension system of the "Labor Standards Act":

(A) Investment risk

The Bureau of Labor Funds of the Ministry of Labor invests labor pension funds in domestic (foreign) equity securities, debt securities, and bank deposits through self-use and entrusted operation methods, however, the distribution amount of the Company's planned assets is not lower than the income calculated from the local bank's 2-year time deposit interest rate.

(B) Interest rate risk

A decrease in interest rates on government bonds will increase the present value of defined benefit obligations, but the return on debt investment in plan assets will also increase. The effects of the two on net defined benefit liabilities will be partially offset.

(C) Salary risk

The calculation of the present value of the defined benefit obligation refers to the future salary of the members of the plan. An increase in the salary of the members of the plan will therefore increase the present value of the defined benefit obligations.

  • E. The present value of the Company's defined benefit obligations is calculated by a certified actuary. Significant assumptions at the measurement date are listed below:

Measurement date Items December 31, 2022 December 31, 2021

- 166 -
Discount rate
Growth of future salary
Determining the average due
period of benefit obligation
1.70%
2.00%
11年
0.48%
1.00%
12年
  • (A) The assumptions for the future mortality rate are estimated based on the empirical life expectancy table of the Taiwanese life insurance industry in 2021.

  • (B) If there are reasonably possible changes in major actuarial assumptions, and all other assumptions remain unchanged, the amount that will increase (decrease) the present value of the defined benefit obligation is as follows:

Items
Discount rate
Increase 0.5%
Decrease 0.5%
Expected rate of salary
increase
Increase 0.25%
Decrease 0.25%
December 31,2022
($ 609)
$ 648
$ 313
($ 305)
December 31,2021
($ 578)
$ 591
$ 297
($ 289)

Since the actuarial assumptions may be related to each other, the possibility of only a single assumption changing is unlikely, so the above sensitivity analysis may not be able to reflect the actual changes in the present value of the defined benefit obligations.

F. The Company expects to pay NT$1,200 thousand and NT$900 thousand to the pension plan in 2023 and 2022, respectively.

18. Other non-current liabilities

Other non-current liabilities
Items
Long-term investment credit
balance (Note)
Guarantee deposits
Total
December 31,2022
$ 1,254,440
57,630
$ 1,312,070
December 31,2021
$ 1,128,056
42,672
$ 1,170,728

Note: Please refer to Note (6)10.

19. Capital

  • (1) The adjustments to the number and amount of ordinary shares outstanding at the beginning of the period and at the end of the period are as follows:
January 1
December 31
2022 2022 2021 2021
Number of
shares
(thousand)
Amount Number of
shares
(thousand)
Amount
135,343
$ 1,353,430
135,343
$ 1,353,430
135,343
$ 1,353,430
135,343
$ 1,353,430
  • (2) As of December 31, 2022 and 2021, the Company's authorized capital is NT$3,530,000 thousand. The paid-in capital on December 31, 2022 and 2021 was both NT$1,353,430 thousand, and 135,343 thousand shares were issued.

  • Capital surplus

Items December 31, 2022 December 31, 2021

- 167 -

Changes in recognized ownership interests in subsidiaries

$ 701 $ 701

In accordance with the provisions of the Company Act, the capital surplus from the issuance of shares exceeding the par value and the capital reserve from the receipt of gifts may be used to make up for losses, and when the Company has no accumulated losses, new shares or cash may be issued to shareholders in proportion to their original shares. In addition, in accordance with the relevant provisions of the Securities and Exchange Act, when the above-mentioned capital reserve is allocated to capital, the total amount shall not exceed 10% of the paid-in capital each year. Capital surpluses should not be used to cover accumulated deficit unless the legal reserve is insufficient. The capital surplus generated from investment using the equity method shall not be used for any purpose.

  1. Retained earnings

  2. (1) According to the Articles of Incorporation, annual surpluses concluded by the Company are first subject to taxation and making up for previous losses, followed by a 10% provision for legal reserves; however, no further provision is needed when legal reserves have accumulated to the same amount as the Company's paid-in capital. Any surpluses remaining shall then be subject to provision or reversal of special reserves, as the laws. The residual balance (if any) can then be added to undistributed earnings carried from previous years per board resolution, and the shareholder meeting resolved to distribute shareholder bonus shares.

  3. (2) The legal reserve shall not be used except for making up the company's losses and issuing new shares or cash in proportion to the shareholders' original shares. However, the issue of new shares or cash shall be limited to the portion of the reserve exceeding 25% of the paid-in capital.

  4. (3) Special reserve

    • A. When the Company distributes the surplus, according to laws and regulations, the special reserve shall be withdrawn from the debit balance of other equity items on the balance sheet date of the current year before the distribution. Later when the debit balance of other equity items is reversed, the reversed amount may be included in the distributable surplus.

    • B. When adopting IFRSs for the first time, according to official latter Jin Guan Zheng Fa Zi No. 1010012865 dated April 6, 2012, the special reserve of NT$580,567 thousand was provided, if the Company subsequently uses, disposes or reclassifies the relevant assets, the proportion of the original special surplus reserve will be reversed to the distributable retained surplus. In June 2018, the shareholders' meeting resolved to use the special reserve to make up for the loss of NT$580,567 thousand. For any fiscal year with surplus thereafter, before the reason for the allocation of special reserve is eliminated, the shortfall shall be supplemented before the surplus can be distributed.

  5. (4) The Company's profit distribution plan for 2022 and 2021 was proposed by the board of directors in March 2023 and the resolution of the shareholders' meeting was reached in June 2022. There are no distribution matters because there are still losses to be made up in both years.

  6. (5) For information on the profit distribution proposed by the board of directors and resolutions of the shareholders' meeting, please visit the official site of "MOPS" of TWSE.

- 168 -

22. Others

Others
Items Exchange
differences on
translation of
foreign operations
Unrealized gain or loss on
financial assets measured
at fair value through other
comprehensive income
Real estate
revaluation
appreciation
Total
Balance as of January 1, 2022
Exchange differences arising from the
translation of financial statements of
foreign operating institutions
Share of other comprehensive profit and
loss of affiliated enterprises and joint
ventures recognized using the equity
method
Unrealized gains (losses) from
investments in equity instruments
measured at fair value through other
comprehensive income
Balance as of December 31, 2022
Items
$ 98,839
( 15,215)
-
-

$ 86,467
-
37,326
14,583
$ 503,632
-
-
-
$ 688,938
( 15,215)
37,326
14,583
$ 83,624 $138,376 $ 503,632 $ 725,632
Exchange
differences on
translation of
foreign operations
Unrealized gain or loss on
financial assets measured
at fair value through other
comprehensive income
Real estate
revaluation
appreciation
Total
Balance as of January 1, 2021
Exchange differences arising from the
translation of financial statements of
foreign operating institutions
Share of other comprehensive profit and
loss of affiliated enterprises and joint
ventures recognized using the equity
method
Unrealized gains (losses) from
investments in equity instruments
measured at fair value through other
comprehensive income
Balance on 2021.12.31
$ 105,771
( 6,932)
-
-
$ 40,378
-
44,113
1,976
$ 503,632
-
-

-
$ 649,781
( 6,932)
44,113
1,976
$ 98,839 $ 86,467 $ 503,632 $ 688,938

23. Treasury stocks

  • (1) The situation of the company's repurchase of issued and outstanding shares: None.

  • (2) The changes in the number of shares of the company held by relevant subsidiaries in the current period are summarized as follows: 2022: None


022: None
Name of subsidiaries 2021
Number at the beginning of
the period

Increase this
period
Decrease this period Number at the
end of the period
Number of
Shares
Amount Number
of
Shares
Amount
Number of
Shares
Amount Number
of
Shares
Amount
GIANTEX TEXTILE
CORPORATION
461 thousand
shares

$ 9,056
- $ - 461 thousand
shares

$ 9,056
- $ -
  • (3) Subsidiaries holding shares of the Company and enjoying the distribution of dividends, but having no voting rights.

  • The Company sold 2,800 thousand shares of GIANTEX TEXTILE CORPORATION in November 2021. After the sale, the shareholding was reduced to 46.27%. The Company hence lost control over GIANTEX TEXTILE CORPORATION from that day. In accordance with IAS 32, the application of treasury stocks shall cease.

24. Operating revenue

Items 2022 2021 Revenue from customer contracts Sales revenue $ 37,704 $ 118,717

- 169 -
Logistics revenue
Total
540,255
$ 577,959
413,297
$ 532,014
  • (1) Breakdown of revenue by contract with customers

The Company's income is mainly derived from products and services transferred at a certain point in time, and income can be further divided into the following major products:


following major products:
Product type
Logistics
Others
Total
2022
$ 540,255
37,704
$ 577,959
2021
$ 413,297
118,717
$ 532,014

(2) Contract balance

Product type
Logistics
Others
Total
ontract balance
2022
$ 540,255
37,704
$ 577,959
2021
$ 413,297
118,717
$ 532,014
Contract liabilities - sales of
goods
December 31,2022
$ 1,637
December 31,2021
$ 3,025
  • A. Significant changes in contract assets and contract liabilities: None.

  • B. The contract liabilities at the beginning of the period and the previously satisfied performance obligations recognized as revenue in 2022 and 2021 were NT$3,025 thousand and NT$3,141 thousand, respectively.

  • C. Unfulfilled customer contracts

As of December 31, 2022, the Company's unfulfilled customer contracts for the sale of products or services are expected to last for less than one year, and are expected to be performed within the next year and recognized as revenue.

  • (3) Additional costs for obtaining contracts: None.

  • (4) The cost of fulfilling the contract: None.

25. Employee benefits, depreciation, depletion and amortization expenses

Type 2022
Operating costs Operating
expenses
Total
Employee
benefits
expense
Payroll expenses
Labor
and
health
insurance
Pension costs
Directors' remuneration
Other employee benefits
expense
Depreciation
Amortization expenses
Total

$ 44,907

4,061
1,946
-

2,607
85,106
5,157

$ 24,954

2,063

1,078

1,260

796

2,751

23
$ 69,861
6,124
3,024
1,260
3,403
87,857
5,180
$ 143,784
$ 32,925
$ 176,709
Type 2021
Operating costs Operating
expenses
Total
Employee
benefits
expense
- 170 -
Payroll expenses
Labor
and
health
insurance
Pension costs
Directors' remuneration
Other employee benefits
expense
Depreciation
Amortization expenses
Total
$ 33,603

3,045
1,434
-

1,879
63,865
5,010

$ 21,538

1,620

1,015

1,120

936

2,748

24
$ 55,141
4,665
2,449
1,120
2,815
66,613
5,034
$ 108,836
$ 29,001
$ 137,837
  • (1) Additional information on the number of employees and employee benefit expenses of the Company in 2022 and 2021 is as follows:
Number of Employees
The number of directors who do
not
serve
concurrently
as
employees
Average
employee
benefits
expense
Average
employee
salary
expense
Adjustment
of
average
employee salary expense
Supervisor remuneration
2022 2021
103
3
$ 824
$ 699
5.27%
$200
85
2
$ 784
$ 664
(5.14%)
$240
  • (2) The Company has set up an Audit Committee to replace the supervisors in June 2022 in accordance with the Securities and Exchange Act of the Republic of China, which is composed of all independent directors. Therefore, there has been no related remuneration for the supervisors since June 2022.

  • (3) According to the Company's Articles of Association, if there is any profit in the year, no less than 3% of such profit shall be allocated as employee remuneration, and the board of directors will determine to distribute it in the form of stock or cash, and those qualified for receiving the distribution include employees of affiliated enterprises who meet certain conditions; Proposals on the distribution of employee remuneration and director remuneration shall be reported to the shareholders' meeting.

  • However, if the Company still has accumulated losses, it shall reserve the compensation amount in advance, and then allocate employee remuneration and director remuneration in proportion based on the preceding Paragraph.

  • (4) In 2022 and 2021, there were losses yet to be made up, and there was no payment plan for employee remuneration and director and supervisor remuneration. Therefore, it is estimated that both employee remuneration and director and supervisor remuneration are NT$0. If there is any discrepancy between the actual distribution amount and the estimated amount as determined by the board of directors, it will be regarded as a change in accounting estimate and listed as profit or loss for the next year.

  • (5) In March 2023 and 2022, the board of directors resolved to distribute NT$0 for employee remuneration and director and supervisor remuneration for 2022 and 2021, which is no different from the employee remuneration and director and supervisor remuneration recognized in the financial reports.

- 171 -
  • (6) For information about the Company's employee remuneration and director and supervisor remuneration, please visit the official site of MOPS of TWSE.

  • (7) Salary and remuneration policies for directors, managerial officers and employees:

  • A. The Company's policy, standards and combination of remuneration paid to directors, procedures for determining remuneration, and its relationship with business performance and future risks:

    • (A) According to the Articles of Association of the Company, the directors of the Company may enjoy the traveling expenses on a monthly basis regardless of the Company's profit or loss, and the Remuneration Committee is authorized to determine the amount. The remuneration of chairman and directors is authorized at board meetings based on their level of participation in and contribution to the Company's operation. The remuneration follows the standards among the industry peers.

    • (B) The Company's Articles of Association also stipulate that if the Company ahs any profits in any year, no more than 3% shall be allocated by the board of directors as remuneration for directors.

  • B. The Company's policy, standards and combination of remuneration paid to managerial officers, procedures for determining remuneration, and its relationship with business performance and future risks: The amount of remuneration given to the managerial officers of the Company is based on their duties, contributions, the Company's annual operating performance, and the Company's future development, which shall be reviewed by the Remuneration Committee and submitted to the board of directors for resolution.

  • C. The Company's policy, standards and combination of remuneration paid to employees, procedures for determining remuneration, and its relationship with business performance and future risks:

    • (A) The remuneration of the Company's employees is based on personal ability, position, contribution to the Company and performance, and the Company's future development and industry standards as the payment standards.

    • (B) According to the Company's Articles of Association, if there is any profit in the year, no less than 3% of such profit shall be allocated as employee remuneration, and the board of directors will determine to distribute it in the form of stock or cash, and those qualified for receiving the distribution include employees of affiliated enterprises who meet certain conditions.

26. Others

Others
Items
Dividend income
Rental income
Others
Total
Other gains and losses
Items
2022
$ 1,115
11
52
$ 1,178

2022
2021
$ 1,615
32
204
$ 1,851
2021
($ 18,071)

27. Other gains and losses

- 172 -
Loss of investments disposed of ( 1) ( 4,921) 4,921)
Gain on disposal of property,
plant and equipment
- 1,205
Others ( 1,472) ( 995)
Total $ 134,088 ($ 22,782)
28. Finance costs
Items 2022 2021
Interest expense:
Bank loan $ 49,065 $ 41,320
Interest on lease liabilities 61 41
Others 122 161
Less: The capitalized amount of
assets meeting the requirements
( 2,593) ( 4,146)
Finance costs $ 46,655 $ 37,376
29. Income tax
(1) Components of income tax expense:
Items 2022 2021
Income tax payable for the current year $ - $ -
Deferred income tax related to temporary
difference and loss credit - -
Income tax adjustments of previous year - ( 2)
Surtax on unappropriated retained earnings - -
Basic income tax payable - -
Income tax recognized in profit for the
year
current $ - ($ 2)
(2) The tax amount calculated by multiplying the income tax expense and the pre-tax
net profit by the statutory tax rate is adjusted as follows:
Items 2022 2021
Income before income tax $ 225,446 $ 222,185
Net profit before tax is calculated according to
the statutory tax rate
$
45,089 $ 44,437
Tax impact of adjustment:
Amounts impacted by items that are not
included in the calculation of taxable income
( 45,089)
( 44,437)
Income tax adjustments of previous year - ( 2)
Net change in deferred tax
Loss deduction - -
Temporary difference - -
Income tax recognized in profit $ - ($ 2)
The applicable tax rate of the Income Tax Act of the Republic of China is 20%,
and the applicable tax rate of undistributed earnings is 5%.

(3) Income tax assets or liabilities arising from temporary differences, loss deduction and investment deduction:

2022 Beginning Recognized Recognized in Items Ending balance balance in (losses) other

- 173 -

gains comprehensive (losses) gains

gains comprehensive
(losses) gains
Deferred tax liabilities:
Temporary difference
Land value increment
tax
Items

($ 370,231)
$ - $ - ($ 370,231)
2021
Beginning
balance
Recognized
in (losses)
gains

Recognized in
other
comprehensive
(losses) gains
$ -


Ending balance

($ 370,231)
Deferred tax liabilities:
Temporary difference
Land value increment
tax

($ 370,231)
$ -

(4) Items not recognized as deferred income tax assets

Items
Temporary differences which
may be deducted
Loss deduction
Total
December 31,2022
$ -
37,324
$ 37,324
December 31,2021
$ 13,506
78,829
$ 92,335

The final deduction period for deduction of unrecognized losses is from 2024 to 2028.

(5) The Company's profit-seeking income tax has been approved by the tax collection unit until 2020.

30. Other comprehensive income

Other comprehensive income
Items 2022
Pre-tax amount Income tax
(expense)
benefit
Net income
after tax
Not to be reclassified to profit or loss in subsequent
periods:
Remeasurements of defined benefit plans
Equity measured at fair value through other
comprehensive income
Unrealized valuation gains and losses on
instrument investment
Profit and loss of subsidiaries, associates and
joint ventures recognized by using equity method
Subtotal
To be reclassified to profit or loss in subsequent
periods:
Exchange differences on translation of foreign
operations
Deferred tax income (expense) recognized in other
comprehensive income
Items

($ 1,952)

14,583

37,326
$ -
-
-
($ 1,952)
14,583
37,326
49,957 - 49,957


( 15,215)
- ( 15,215)

$ 34,742
$ - $ 34,742
2021
Pre-tax amount Income tax
(expense)
benefit
Net income
after tax

Not to be reclassified to profit or loss in subsequent

- 174 -
periods:
Re-measurement of defined benefit plans
Unrealized gains (losses) from investments in
equity instruments measured at fair value through
other comprehensive income
Other comprehensive profit and loss shares of
subsidiaries,
affiliated
enterprises
and
joint
ventures recognized using the equity method
Subtotal
To be reclassified to profit or loss in subsequent
periods:
Exchange differences on translation of foreign
operations
Deferred tax income (expense) recognized in other
comprehensive income
asic earnings per share
Profit of (loss) for the period from
continuing operations
After-tax loss of closed units
Weighted average number of shares
outstanding in the current period (1,000
shares)
Profit
of
(loss)
from
continuing
operations
Net profit or loss from discontinued
operation
Basic earnings per share (after tax) (NT$)
($ 1,221)


1,976


44,113
$ -
-
-
($ 1,221)
1,976
44,113
44,868 - 44,868


( 6,932)
- ( 6,932)

$ 37,936
$ - $ 37,936
2022

31. Basic earnings per share

32. Reconciliation for liabilities arising from financing activities

Short-term borrowings
Long-term borrowings
Lease liabilities
Guarantee deposits
Total liabilities arising from
financing activities
Short-term borrowings
Long-term borrowings
Lease liabilities
Guarantee deposits
Total liabilities arising from
financing activities
January 1, 2022 Cash flow Non- cashchange December 31, 2022
Changes in
acquisition of
subsidiary

Change in loss of
control of a
subsidiary
Changes in
exchange
rates

Changes
of fair
value
Other non-cash
changes
$ 100,000
3,195,000
1,197
42,672
$ 85,000
$ -

( 163,000)
-

( 2,696)
-
14,958
-

$ -

-

-

-

$ -

-

-

-

$ -

-

-

-

$ -

-

9,442

-

$ 185,000

3,032,000

7,943

57,630
$ 3,338,869 ($ 65,738)
$ -

$ -

$ -

$ -

$ 9,442
$ 3,282,573
January 1, 2021 Cash flow Non- cashchange December 31, 2021
Changes in
acquisition of
subsidiary

Change in loss of
control of a
subsidiary
Changes in
exchange
rates

Changes
of fair
value
Other non-cash
changes
$ 2,477,000
600,000
4,362
17,382

($ 2,377,000)

2,595,000

( 3,165)
25,290
$ -

-

-

-

$ -

-

-

-

$ -

-

-

-

$ -

-

-

-

$ -

-

-

-

$ 100,000

3,195,000

1,197

42,672
$ 3,098,744 $ 240,125
$ -

$ -

$ -

$ -

$ -

$ 3,338,869

(VII) Related-Party Transactions

  1. Name and nature of relationship of the related parties

Name of the related parties Relationship with the Company

MIGHTY BUSINESS LTD Subsidiary LILY NETWORK CORP. Subsidiary GISONG ENTERPRISE CORPORATION Subsidiary Kunshan Lily Textile Co., Ltd. Second-tier subsidiary

- 175 -

Name of the related parties Relationship with the Company LILY CONSTRUCTION CO., LTD. Associates GREEN DEFENSE CO., LTD. Other related party Lily Freight Co., Ltd. (Note) Other related party

Note: The original name was Lily Logistics Development Co., Ltd., and it was renamed in November 2021.

2. Significant transactions with the related parties

(1) Costs


osts
Accounting item Type/Name of related
parties

2022
2021
Import
Warehousing
costs
Other related party
Other related party
$ - $ 102
$ 1,066 $ 998

The transaction conditions for purchasing goods with the above-mentioned related parties are the same as those for general non-related parties.

(2) Revenue

evenue
Accounting item Type/Name of related
parties

2022
2021
Sales revenue
Logistics
revenue
Subsidiary
Other related party
$ -
$ 8
$ 13,993
$ 8,038

The transaction conditions for the sales of goods with the above-mentioned related parties are 60 to 75 days, and the calculation of the price is the same as that of ordinary non-related parties.

(3) Property transactions: None.

(4) Various fees: None.

(5) Various income


arious fees: None.
arious income
Type/Name of related
parties
2022 2021 Type of
transaction
Subsidiary $ - $ 17 Rental income
Associates 11 14 Rental income
Subsidiary 3 - Others
Second-tier subsidiary 2,953 2,684 Interest income
Total $ 2,967 $ 2,715
losing balance of accounts receivable (payable)
Type/Name of related parties
December 31, 2022 December 31, 2021
Accounts receivables
Other related party $ 2,701 $ 1,828

(6) Closing balance of accounts receivable (payable)

- 176 -
Type/Name of relatedparties December 31,2022 December 31,2021
Other
receivables
(including
long-term receivables)
MIGHTY (Notes A and C)
Kunshan Lily (Notes B and C)
Total
Less: loss allowance
Net amount

$ 370,398
812,228
$ 334,305
732,369
1,182,626
-

1,066,674
-
$ 1,182,626 $ 1,066,674
  • A. It is the price that the Company sold machinery and equipment to Kunshan Lily Textile Co., Ltd. through MIGHTY BUSINESS LTD. in 2002 and 2001.

The details of the price of the sale of machinery and equipment are as follows:


follows:
Summary Price receivable Sale date
Sell
the
equipment
of
Pingzhen Second Factory

Sell
the
equipment
of
Pingzhen Third Factory

Sale of ordered machinery
and equipment

USD 6,100 thousand

USD 5,254 thousand

USD 165 thousand
September 2001
December 2001
August 2002

The above-mentioned payment method for the sale of machinery and equipment is to pay monthly in 24 installments after Kunshan Lily Textile Co., Ltd. has installed and commissioned the machinery and passed the inspection. As of December 31, 2022 and 2021, the recovered funds were USD1,110 thousand and USD1,077 thousand, respectively. The remaining unrecovered funds are USD10,321 thousand, EUR88 thousand, USD10,354 thousand, and EUR88 thousand, equivalent to NT$320,057 thousand and 288,921 thousand, respectively. Due to the macro-control of the mainland China and the Company is still having operating losses, the Company has postponed the recovery of the amount through the resolution of the board of directors, and has decided to collect interest until the end of 2020, and has suspended interest calculation since 2021. As of December 31, 2022 and 2021, the interest receivables were equivalent to NT$50,341 thousand and NT$45,384 thousand, respectively, and the interest income for both 2022 and 2021 was NT$0 thousand.

B. On December 31, 2022 and 2021, the Company's accounts receivable from the related party Kunshan Lily Textile Co., Ltd. exceeded the normal credit period of NT$795,285 thousand and NT$716,611 thousand, respectively, which have been transferred to other receivables.

Its aging is as follows:

(A) December 31, 2022


ferred to other receivables.
ing is as follows:
cember 31, 2022
Other receivables
Long-term accounts receivable
- Machinery
Total
More than 90 days
$ 795,285

16,943
$ 812,228

(B) December 31, 2021

- 177 -
Other receivables
Long-term accounts receivable
- Machinery
Total
More than 90 days
$ 716,611

15,758
$ 732,369

C. For the accounts between the Company and related parties Kunshan Lily Textile Co., Ltd. and MIGHTY BUSINESS LTD., the Company was established to meet market demand and the Company's operating objectives, however, the operating conditions of Kunshan Lily Textile Co., Ltd. and MIGHTY BUSINESS LTD. were not as ideal as expected and they were unable to repay the outstanding accounts as scheduled, the Company has fully recognized the loss of the original equity of its shareholders within the scope of its legal obligations, constructive obligations and payments on its behalf. As of December 31, 2022 and 2021, the equity method is adopted for accounting the balance of investment loans, which were NT$1,254,440 thousand and NT$1,128,056 thousand, respectively.

Type/Name of related


parties
Notes
payable
and
accounts
Other related party
Type/Name of related
parties
Other payables
Associates
Other related party
Total
December 31, 2022
$ 152
December 31, 2022
$ 11
199
$ 210
December 31, 2021
$ 48
December 31, 2021
$ 6
90
$ 96

(7) Others

thers
Type/Name of related
parties
Payment on behalf of others
Kunshan Lily
December 31, 2022
$1,747
December 31, 2021
$1,747
(8) Financing
A. Ending balance
Type/Name of
related parties
Kunshan Lily
Kunshan Lily
(8) Financing
A. Ending balance
Type/Name of
related parties
Kunshan Lily
Kunshan Lily
Accounting
item
December 31,
2022
December 31,
2021
Kunshan Lily
Kunshan Lily
Other
receivables
Interest
receivable
$ 153,650 $ 138,450
$ 10,212 $ 7,259

B. Interest income

- 178 -
Type/Name of related
parties
2022 2021

$ 2,684

2.00%
Kunshan Lily
Interest rates
$ 2,953
2.00%

(9) Endorsement and guarantee

The details of the endorsement provided by the Company for borrowing from the bank for related parties are as follows:

Type/Name of related
parties
Kunshan Lily
December 31, 2022 December 31, 2021
RMB 41,000 thousand
RMB 41,000 thousand

(10) Guarantee notes

In order to ensure the creditor's rights and land ownership, the Company received the guarantee notes from related parties as follows:

Type/Name of related

yp
parties
Kunshan Lily
Major Management Level
December 31, 2022
RMB 196,000
thousand
USD 5,000 thousand
$ 19,506
December 31, 2021
RMB 196,000
thousand
USD 5,000 thousand
$ 19,506

3. Salary information of major management level

Type/Name of relatedparties
Salary and other short-term
employee benefits
Post-employment benefits
Total
2022
$ 7,156
-
$ 7,156
2021
$ 6,844
-
$ 6,844

(VIII) Pledged Assets

The following assets have been provided as collateral for various borrowings and performance bonds:


performance bonds:
Items
Other financial assets - Current
Property, plant and equipment
(Net)
Total
December 31,2022
$ 181,533
3,487,484
$ 3,669,017
December 31,2021
$ 178,253
3,164,580
$ 3,342,833
  • (IX) Material Contingent Liabilities and Unrecognized Contractual Commitments

  • As of December 31, 2022 and 2021, the guarantee notes received by the Company for the purpose of endorsement of performance guarantees, guarantee of creditor's rights and land ownership, etc. reached NT$1,205,968 thousand in total, and are recorded in the accounts of guarantee notes and guarantee notes receivable.

  • As of December 31, 2022 and 2021, the Company's endorsement guarantee for Kunshan Lily Textile Co., Ltd. provides guarantee for bank loans with an amount of RMB41,000 thousand.

  • (X) Losses due to Major Disasters: None.

- 179 -

(XI) Significant Subsequent Events: None.

(XII) Others

  1. Capital risk management

The Company needs to maintain a large amount of capital to meet the needs of expansion and upgrading of plant and equipment. Therefore, the Company's capital management is to ensure that it has the necessary financial resources and operating plans to meet the needs of working capital, capital expenditures, research and development expenses, debt repayments and dividend payments in the next 12 months.

  1. Financial instruments

  2. (1) Financial risk of financial instruments

The daily operation of the Company is affected by various financial risks, including market risk (including exchange rate risk, interest rate risk, and price risk), credit risk and liquidity risk. In order to reduce related financial risks, the company is committed to identifying, assessing and avoiding market uncertainties, so as to reduce the potential adverse impact of market changes on the company's financial performance. The Company's important financial activities are reviewed by the board of directors in accordance with relevant regulations and internal control systems. During the execution of the financial plan, the company must strictly abide by the relevant financial operating procedures regarding overall financial risk management and division of powers and responsibilities.

  • A. Nature and extent of material financial risks

  • (A) Market risk

    • a. Foreign exchange risk

The Company is exposed to exchange rate risk arising from sales, purchases and borrowing transactions and net investments in foreign operations that are not denominated in the respective functional currencies of the Company. These transactions are mainly denominated in US dollars and RMB. In order to avoid the decrease in the value of foreign currency assets and the fluctuation of future cash flow due to exchange rate changes, the Company uses foreign currency loans and derivative financial instruments (including forward exchange contracts and exchange interest contracts) to avoid exchange rate risks. The use of such derivative financial instruments can help the Company reduce but still cannot completely eliminate the impact of foreign currency exchange rate changes.

Since the net investment of foreign operating institutions is a strategic investment, the company does not hedge against it.

  • (a) Exchange rate exposure risk and sensitivity analysis
(Foreign
Currency:
Functional Currency)
Financial assets
December 31, 2022 December 31, 2022 December 31, 2022
Foreign
currency
Exchange
rate
Account amount
(NTD)

$ 29,338
349
266
41,414
270

30.73

32.80

33.23

4.42

30.73

$ 901,557

11,447

8,839
183,050

8,297
Monetary items
USD : NTD
EUR : NTD
CHF : NTD
CNY : NTD
Financial liabilities
Monetary items
USD : NTD
- 180 -

December 31, 2021

Account amount
Foreign
currency
Exchange
rate
(NTD)
(Foreign
Currency:
Functional Currency)
Financial assets
Monetary items
USD : NTD
$ 41,001
27.69
$ 1,135,318
EUR : NTD
349
31.29
10,920
CHF : NTD
266
30.18
8,028
CNY : NTD
41,000
4.34 177,940
Financial liabilities
Monetary items
USD : NTD
3,118
27.69
86,337
The sensitivity analysis of the company's exchange rate risk mainly
focuses on the major foreign currency monetary items and
non-monetary items on the end date of the financial reporting
period, and the impact of the related foreign currency
appreciation/depreciation on the company's profit and loss and
equity. The company's exchange rate risk is mainly affected by the
fluctuation of the US dollar exchange rate. When the US dollar
depreciates/appreciates 1%, the company's net profit after tax in
2022 and 2021 will increase/decrease by NT$7,146 thousand and
NT$8,392 thousand, respectively

b. Price risk

Since the investments held by the Company are classified as financial assets at fair value through other comprehensive income in the individual balance sheet, the Company is exposed to the price risk of equity instruments.

The Company mainly invests in domestic listed/OTC and non-listed/OTC equity instruments. The price of these equity instruments will be affected by the certainty of the future value of the investment target.

If the price of an equity instrument rises or falls by 1%, other comprehensive profit and loss after tax in 2022 and 2021 will increase (decrease) by NT$1,591 thousand and NT$1,315 thousand, respectively due to the increase or decrease in the fair value of financial assets measured at fair value through other comprehensive profit and loss c. Interest rate risk

(a) The Company's interest rates on interest-bearing financial instruments on the reporting date are summarized as follows:

Items Carrying amount Carrying amount
December 31, 2022 December 31, 2021
Fair value interest rate risk:
Financial assets
Financial liabilities
Net amount
Cash flow interest rate risk:
Financial assets
Financial liabilities
Net amount
$ 181,533
-
$ 178,253
-
$181,533 $178,253
$ 17,544
( 3,217,000)
$ 73,997
( 3,295,000)
($ 3,199,456) ($ 3,221,003)

(b) Sensitivity analysis of fair value interest rate risk:

The Company does not classify any fixed-rate financial assets and liabilities as financial assets measured at fair value through profit or loss and available for sale, nor does it designate derivatives (interest

- 181 -

rate swaps) as hedging tools under the fair value hedging accounting model. Therefore, changes in interest rates on the reporting date will not affect profit or loss and other comprehensive net income.

(c) Sensitivity analysis of instruments with cash flow interest rate risk: The Company's financial instruments with variable interest rates are assets (debts) with floating interest rates. Therefore, changes in market interest rates will cause changes in effective interest rates, resulting in fluctuations in future cash flows. Every 1% increase in the market interest rate will reduce the after-tax net profit in 2022 and 2021 by NT$25,596 thousand and NT$25,768 thousand, respectively

  • (B) Credit risk

Credit risk refers to the risk that the counterparty of the transaction violates the contractual obligations and causes financial losses to the company. The company's credit risk mainly comes from receivables generated from operating activities, bank deposits and other financial instruments generated from investment activities. Operational credit risk and financial credit risk are managed separately.

  • a. Operation-related credit risk

In order to maintain the quality of accounts receivable, the company has established procedures for credit risk management related to operations. The risk assessment of an individual customer is based on the consideration of various factors that may affect the customer's ability to pay, including the customer's financial status, the company's internal credit rating, historical transaction records and current economic conditions.

  • b. Financial credit risk

The credit risk of bank deposits and other financial instruments is measured and monitored by the financial segment of the Company. Since the Company's transaction partners and other parties to the contract are all credit-worthy banks, financial institutions, corporate organizations, and government agencies with investment grades and above, there are no major doubts about the performance of the contract, so there is no major credit risk. In addition, the Company is not classified as an investment in debt instruments measured at fair value through other comprehensive profit or loss at cost after amortization.

  • (a) Credit concentration risk

As of December 31, 2022 and 2021, the accounts receivable balance of the top ten customers accounted for 68% and 78% of the Company's accounts receivable balance, respectively, and the credit concentration risk of the remaining accounts receivable was relatively insignificant.

  • (b) Measurement of expected credit impairment losses

  • Accounts receivable: simplified approach, please refer to Note (6)-4.

Basis for judging whether the credit risk has increased significantly: None. (In addition, the Company is not classified as an investment in debt instruments measured at fair value through other comprehensive profit or loss at cost after amortization)

  - (c) The financial assets held by the Company do not have any collateral or other credit enhancement protection to avoid the credit risk of financial assets.
  • C. Liquidity risk

  • a. Management of liquidity risk:

The goal of the Company's liquidity risk management is to maintain the cash and equivalent cash required for operations, highly liquid securities

- 182 -

and sufficient bank financing lines, etc., so as to ensure that the company has sufficient financial flexibility.

b. Maturity analysis of financial liabilities

The following table summarizes the analysis of the Company's financial liabilities during the agreed repayment period according to the due date and undiscounted due amount:

Non-derivative
financial
instruments
December 31, 2022 December 31, 2022
Within 6
months
6 to 12 months 1 to 2 years 2 to 5 years More than 5
years
Contract cash flow Carrying
amount
Short-term borrowings
Notes
payable
(including
related parties)
Accounts payable (including
related parties)
Other
payables
(including
related parties)
Long-term
borrowings
(including due in one year)
Guarantee deposits
Total
$ -

13,624
3,567

40,747
66,000
-
$ 185,000
-

-

-
66,000
-
$ -
-
-
-

1,312,000
-
$ -
-
-

-

606,000
-
$ -
-
-
-

982,000
57,630
$ 187,646
13,624
3,567

40,747
3,195,991
57,630
$ 185,000

13,624

3,567

40,747

3,032,000
57,630
$123,938 $251,000 $1,312,000 $606,000 $1,039,630 $3,499,205
$3,332,568

Derivative financial liabilities: None.

Further information on the lease liability maturity analysis is as follows:


follows:
Lease liabilities Less than 1 year 1-5 years 5-10 years 15-20 years Over 20 years Total
undiscounted
lease payments
Carrying
amount
$ 3,213 $4,869 $- $- $- $ 8,082 $ 7,943
Non-derivative
financial
instruments
December 31, 2021 December 31, 2021
Within 6
months
6 to 12 months 1 to 2 years 2 to 5 years More than 5
years
Contract cash flow Carrying
amount
Short-term borrowings
Notes
payable
(including
related parties)
Accounts payable (including
related parties)
Other
payables
(including
related parties)
Long-term
borrowings
(including due in one year)
Guarantee deposits
Total
$ -

8,208

29,893

32,766
60,000
-
$ 100,000
-
-
-
60,000
-
$ -
-
-
-

186,000
-
$ -
-
-
-
1,666,000
-
$ -
-
-
-

1,223,000
42,672
$ 101,200
8,208
29,893
32,766
4,128,477
42,672
$ 100,000

8,208

29,893

32,766

3,195,000

42,672
$130,867 $160,000 $186,000 $1,666,000 $1,265,672 $4,343,216 $3,408,539

Derivative financial liabilities: None.

Further information on the lease liability maturity analysis is as follows:


follows:
Lease liabilities Less than 1 year 1-5 years 5-10 years 15-20 years Over 20 years Total
undiscounted
lease payments
Carrying
amount
$1,200 $- $- $- $- $1,200 $1,197

The Company does not expect that the cash flow of maturity analysis will be significantly earlier, or the actual amount will be significantly different.

(2) Types of financial instruments

The book values of various financial assets and financial liabilities of the Company on December 31, 2022 and 2021 are as follows:

- 183 -
Financial assets
Financial
assets
measured
at
amortized cost
Cash and cash equivalents
Notes receivable and accounts
(including related parties)
Other accounts receivable - Related
parties
Other financial assets - Current
Refundable deposits
Unrealized gains and losses on equity
investments measured at fair value
through other comprehensive income
Financial assets at fair
Financial liabilities
Financial liabilities at amortized cost
Short-term borrowings
Notes
and
accounts
payable
(including related parties)
Other payables (including related
parties)
Long-term borrowings (including
due in one year)
Guarantee deposits
December 31,
2022
$ 68,490
65,233
1,015,699
181,533
11,512
159,070
185,000
17,191
40,747
3,032,000
57,630
December 31,
2021
$ 144,257
66,908
911,256
178,253
10,912
131,539
100,000
38,101
32,766
3,195,000
42,672
  1. Information of changes of fair value

  2. (1) Please refer to Note (12)3(4) for the fair value information of the Company's financial assets and financial liabilities that are not measured at fair value.

  3. (2) Three-level definition of fair value:

Level 1:

The input value of this level refers to the open quotation of the same instrument in the active market of the instrument in the active market. An active market refers to a market that meets all of the following conditions: Commodities traded in the market are homogeneous; willing buyers and sellers can be found in the market at any time and price information is available to the public. Level 2:

The input values of this level include observable input values obtained directly (such as prices) or indirectly (such as deriving from prices) from active markets, other than publicly quoted prices in active markets. Level 3:

The input value of this level refers to the input parameter to measure the fair value which is not based on the observable input value available in the market.

  • (3) Financial instruments not measured at fair value

The Company's financial instruments that are not measured at fair value include cash and cash equivalents, notes receivable, accounts receivable, other receivables, other financial assets, deposits, short-term loans, notes payable, accounts payable, other carrying amounts of payables and deposits are reasonable approximations of fair values.

  • (4) Information of level of fair value:
- 184 -

The Company's financial instruments measured at fair value are measured at fair value on a repeatable basis, while assets to be disposed are measured at the lower of book value and fair value less costs to sell on a non-repetitive basis. The Company's fair value grade information is shown in the table below:

Items December 31, 2022 December 31, 2022
Level 1 Level 2 Level 3 Total
Recurring fair value
Financial asset measured at fair value
through profit or loss
Financial assets measured at fair value
through other comprehensive income
Total
Items

$ -

18,557
$ -
-
$ -
140,513
$ -

159,070
$18,557 $- $140,513 $159,070
Level 1 Level 2 Level 3 Total
Recurring fair value
Financial asset measured at fair value
through profit or loss
Financial assets measured at fair value
through other comprehensive income
Total

$ -
18,806
$ -
-
$ -
112,733
$ -

131,539
$18,806 $- $112,733 $131,539
  • (5) Fair value evaluation techniques for instruments measured by fair value:

  • A. If there is a public quotation in an active market for a financial instrument, the public quotation in the active market shall be used as the fair value. The market prices announced by major exchanges and central government bond over-the-counter trading centers that are judged to be popular bonds are the basis for the fair value of listed (OTC) equity instruments and debt instruments with open quotations in active markets.

If public quotations of financial instruments can be obtained timely and frequently from exchanges, brokers, underwriters, industry associations, pricing service agencies or competent authorities, and if the price represents an actual and frequently occurring fair market transaction, the financial instrument will be deemed to have an open quotation in an active market. If the above conditions are not met, the market is considered inactive. Generally speaking, a large bid-ask spread, a significant increase in the bid-ask spread, or very little trading volume are indicators of an inactive market.

If the financial instruments held by the company have an active market, their fair values are listed as follows by category and attribute:

  • (A) Stocks of listed/OTC companies: closing price.

  • (B) Open-ended funds: net worth.

  • B. Except for the above-mentioned financial instruments with active markets, the fair value of other financial instruments is obtained by evaluation techniques or by referring to the quotations of counterparties. The fair value obtained through evaluation techniques can refer to the current fair value of other financial instruments with substantially similar conditions and characteristics, discounted cash flow method or other evaluation techniques, including the use of market information available on the consolidated balance sheet date. Calculated (for example, refer to the yield curve of the counter buying center, the average quotation of Reuters commercial paper interest rate).

The fair value of non-listed/OTC Company stocks held by the company without an active market is mainly estimated by the market method, and its judgment is based on evaluations of similar companies, third-party quotations, company net worth and operating conditions.

  • C. The evaluation of derivative financial instruments is based on evaluation models widely accepted by market users, such as discount method and option pricing model. Forward foreign exchange contracts are usually evaluated based on the current forward exchange rate.
- 185 -

D. The Company incorporates credit risk assessment adjustments into the calculation of the fair value of financial instruments and non-financial instruments to reflect the counterparty's credit risk and the Company's credit quality respectively. (6) Transfer between Level 1 and Level 2: None.

(7) The detailed list of changes in the Level 3 (excluding non-repetitive fair value):

Items
January 1, 2022
Gains or losses recognized in profit or
loss for the period
Gain or loss recognized in other
comprehensive profit or loss
Transferred in this period
Acquisition this period
Disposal this period
Transferred to Level 3
Transferred from Level 3
December 31, 2022
Items
January 1, 2021
Gains or losses recognized in profit or
loss for the period
Gain or loss recognized in other
comprehensive profit or loss
Transferred in this period
Acquisition this period
Disposal this period
Transferred to Level 3
Transferred from Level 3
December 31, 2021
Equitysecurities186
$ 112,733
-
14,832
-
12,948
-
-
-
$ 140,513
Equitysecurities186
$ 106,350
-
2,346
-
4,037
-
-
-
$ 112,733

(8) Quantitative information on fair value measurement of significant unobservable inputs (Level 3):


inputs (Level 3):
Non-derivative
financial
assets
Non-listed/OTC stocks
Non-derivative
financial
assets
Non-listed/OTC stocks
Fair value on
December 31, 2022
Evaluation
technique
Significant
unobservable
input value
Lack of market
liquidity
discount
Significant
unobservable
input value
Lack of market
liquidity
discount
Interval
(weighted
average)
Relation between
input value and fair
value
$ 140,513
Fair value on
December 31, 2021
Market
method
Evaluation
technique
25%
Interval
(weighted
average)
The
higher
the
discount due to lack
of market liquidity,
the lower the fair
value
Relation between
input value and fair
value
$ 112,733 Market
method

25%
The
higher
the
discount due to lack
of market liquidity,
the lower the fair
value

(9) The evaluation process of the fair value is classified into Level 3:

- 186 -

The Company's evaluation process for classifying the fair value into Level 3 is that the financing and accounting segment is responsible for verifying the fair value of financial instruments, using independent source data to make the evaluation results close to the market status, confirming that the data source is independent, reliable, and other data sources Consistent and representative executable prices, and regularly calibrate the evaluation model, conduct backtesting, update the input values and data required for the evaluation model, and make any other necessary fair value adjustments to ensure that the evaluation results are reasonable.

  • (10) Sensitivity analysis of fair value measurement of Level 3 and fair value to reasonable and possible alternative assumptions:
Financial assets
Equity instruments
Non-listed/OTC stocks
Financial assets
Equity instruments
Non-listed/OTC stocks
Input value Change December 31, 2022 December 31, 2022 December 31, 2022 December 31, 2022
Deferred tax income (expense)
recognized in profit or loss
Deferred tax income (expense)
recognized in other
comprehensive income
Favorable
change
Unfavorable
change
Favorable
change
Unfavorable
change
Current
discount
Input value
±1%
Change
$ - $ -
$ 1,871

($ 1,870)
Deferred tax income (expense)
recognized in profit or loss
Deferred tax income (expense)
recognized in other
comprehensive income
Favorable
change
Unfavorable
change
Favorable
change
Unfavorable
change
Current
discount
±1% $ - $ -
$ 1,530
($ 1,499)

(XIII) Additional Disclosures

  1. Significant transactions information (including before writing-off)

  2. (1) Financing provided to other: Please refer to Table 1.

  3. (2) Endorsement/Guarantee provided to others: Please refer to Table 2.

  4. (3) Those who hold securities at the end of the period: Please refer to Table 3.

  5. (4) Acquisition or sale of the same security with the accumulated cost reaching NT$300 million or 20% of the Company's paid-in capital: None.

  6. (5) Acquisition of real estate reaching NT$300 million or 20% of paid-in capital or more: None.

  7. (6) Disposal of real estate reaching NT$300 million or 20% of paid-in capital or more: None.

  8. (7) Purchases or sales of goods from or to related parties reaching NT$100 million or 20% of paid-in capital or more: None.

  9. (8) Receivables from related parties reaching NT$100 million or 20% of paid-in capital or more: see Table 4.

  10. (9) Engaging in derivative commodity transactions: None.

  11. Information on investees: Table 5.

  12. Information on investments in China: Table 6

  13. Information on major shareholders (names, shareholdings, and ratios of shareholders with a shareholding ratio of 5% or more): Table 7.

(XIV) Segment Information

The Company has disclosed the operating segment information in the consolidated financial report.

- 187 -

Table 1

Lily Logistics Development Co., Ltd. Financing activity for others December 31, 2022

No. Name of
financing
provider
Name of counter party Transaction
items
Related
party?
Maximum
balance of the
period

Balance
(limit) at the
end of
period

Actual
amount
provided
Interest
rates
Nature of
financing
activity
Amount of
sales to
(purchase
from)
counter-party
Reason for
short-term
financing
Allowance
for loss
accounts

Assets
pledged Limit of financing
amount for individual
counter-party

Limit of total
financing amount
Name Value
0 Lily Logistics
Development
Co., Ltd.

Kunshan Lily Textile Co.,
Ltd.

Other
receivables
Yes $ 158,900
$153,650
$153,650 2.00% Sales to
(purchase
from)
counter-party
$ - Business
operations
$ - Guarantee
notes
$157,510 Lily Logistics
Development Co.,
Ltd.’s loan limit for
individual objects
shall not exceed 20%
of the net equity value
of NT$337,850
thousand in the latest
financial statement
certified by an
accountant or
reviewed

Lily Logistics
Development Co.,
Ltd.’s loan limit shall
not exceed 40% of the
net equity value of
NT$675,700 thousand
in the latest financial
statement certified by
an accountant or
reviewed
MIGHTYBUSINESSLTD. Long-term
receivables
Yes 383,013
370,398
370,398
-

Sales to
(purchase
from)
counter-party
- Business
operations
-
None
-
- 188 -

Table 2

Lily Logistics Development Co., Ltd.

Endorsement/Guarantee provided to others December 31, 2022

le 2
Lily Logistics Development Co., Ltd.
Endorsement/Guarantee provided to others
December 31, 2022
le 2
Lily Logistics Development Co., Ltd.
Endorsement/Guarantee provided to others
December 31, 2022
le 2
Lily Logistics Development Co., Ltd.
Endorsement/Guarantee provided to others
December 31, 2022
le 2
Lily Logistics Development Co., Ltd.
Endorsement/Guarantee provided to others
December 31, 2022
le 2
Lily Logistics Development Co., Ltd.
Endorsement/Guarantee provided to others
December 31, 2022
le 2
Lily Logistics Development Co., Ltd.
Endorsement/Guarantee provided to others
December 31, 2022
le 2
Lily Logistics Development Co., Ltd.
Endorsement/Guarantee provided to others
December 31, 2022
le 2
Lily Logistics Development Co., Ltd.
Endorsement/Guarantee provided to others
December 31, 2022
le 2
Lily Logistics Development Co., Ltd.
Endorsement/Guarantee provided to others
December 31, 2022
le 2
Lily Logistics Development Co., Ltd.
Endorsement/Guarantee provided to others
December 31, 2022
le 2
Lily Logistics Development Co., Ltd.
Endorsement/Guarantee provided to others
December 31, 2022
le 2
Lily Logistics Development Co., Ltd.
Endorsement/Guarantee provided to others
December 31, 2022
le 2
Lily Logistics Development Co., Ltd.
Endorsement/Guarantee provided to others
December 31, 2022
le 2
Lily Logistics Development Co., Ltd.
Endorsement/Guarantee provided to others
December 31, 2022
Unit: In Thousands of New Taiwan Dollars
No.
(Note
1)
Name of
endorsement
and guarantee
company
Endorsee Endorsement
limit for a
single entity
(Note 3)

Maximum
balance for
the period
Outstanding
endorsement/guarantee
balance
Actual
amount
provided
Amount of collateral
guarantee/endorsement
Percentage of
accumulated
guarantee
amount to net
assets value
from the latest
financial
statement

Ceiling on total amount
of
endorsements/guarantees
provided
(Note 4)
Guarantee
provided
by Parent
Company
Guarantee
provided
by
subsidiary
Provision of
endorsements/guarantees
to the party in China
Company
name
Relationship
with the
Company
(Note 2)
0 Lily Logistics
Development
Co.,Ltd.
Kunshan
Lily Textile
Co.,Ltd.
3 $337,850 $ 185,320
(RMB
41,000)
$ 181,220
(RMB 41,000)
$ 181,220
(RMB
41,000)
RMB 41,000 10.73% $844,625 Yes No Yes

Note 1: The description of the serial number column is as follows:

  • (1) Fill in 0 for the issuer.

  • (2) Invested companies are numbered sequentially starting from the Arabic numeral 1 according to the company.

Note 2: The relation between the endorser and the endorsed has the following 7 types, which can be marked:

  • (1) Companies with transaction relationship.

  • (2) Companies in which the Company directly or indirectly holds more than 50% of the voting shares.

  • (3) Companies that directly and indirectly hold more than 50% of the Company's voting shares.

  • (4) Between companies in which the Company directly and indirectly holds more than 90% of the voting shares.

  • (5) Based on the needs of contracting projects, companies in the same industry or between contractors and contractors are mutually endorsement according to the contract.

  • (6) The joint investment relation is a company that is endorsed and guaranteed by all shareholders in accordance with their shareholding ratio.

(7) Joint and several guarantees for performance guarantees of real estate pre-sale contracts among peers in accordance with the Consumer Protection Act. Note 3: The balance of the Company's and its subsidiaries' endorsements to a single enterprise shall not exceed 20% of the Company's net worth. Note 4: The calculation method of the maximum limit shall not exceed 50% of the net value of the Company's latest financial statement certified by an accountant or reviewed.

- 189 -

Table 3

Lily Logistics Development Co., Ltd.

Securities held at the end of the period (excluding the control part of subsidiaries, affiliates and joint ventures) December 31, 2022

December 31, 2022
Unit: 1,000 shares and NT$1,000
Names of
companies held
Types and names of negotiable securities Relationship with
the securities
issuer

Account Items
End of period
Number of
Shares
Book value Ratio Fair value
measurement
Lily
Logistics
Development
Co., Ltd.

Stock
CHINA WIRE & CABLE CO., LTD.
EVERTEX FABRINOLOGY LTD.
LEAD DATA INC.
FAIR FRIEND ENT.CO.,LTD.
Excellence Electronic Co, Ltd.
LEADWELL CNC MACHINES MFG.,CORP.
CROWNPO TECHNOLOGY INC.
MAXSPEED CORPORATION
HUALON CORPORATION
TYPHONE COMPANY
LILYENT CORP.
Sunny Bank Ltd.
FAITH ALLIANCE CORPORATION












Financial assets measured at fair value through other
comprehensive income - Current
Financial assets measured at fair value through other
comprehensive income - Non-current
"
"
"
"
"
"
"
"
"
"
"

224

611
576
78
1
50
1
174
-
118
3,782
3,638
34

$ 5,824

11,113

1,620

2,070

20

1,331

22

-

-

-
82,252
54,757

61

-

-

-

-

-

-

-

-

-

-

-

-

-
$ 5,824
11,113
1,620
2,070
20
1,331
22
-
-
-
82,252
54,757
61
- 190 -

Table 4

Lily Logistics Development Co., Ltd.

Receivables from related parties reaching NT$100 million or 20% of paid-in capital or more December 31, 2022

Company with accounts receivable Name of counterparty of transaction Relationship with
the Company
Balance of
receivables from
related parties

Turnover
Overdue receivables from
related parties
Overdue receivables from
related parties
Amount of related
parties recovered after
the due date
Allowance for
loss accounts
Amount Treatment
method
Lily Logistics Development Co.,
Ltd.

MIGHTY BUSINESS LTD.
(Note A)
Mutually
parent
company
and
subsidiary

$ 320,057
$ 320,057 As of the end date of the
field work, not all of
them
have
been
recovered

$ -
(Note C)
Kunshan Lily Textile Co., Ltd. Mutually
parent
company
and
sub-subsidiary

812,228
812,228
As of the end date of the
field work, not all of
them
have
been
recovered

-
(Note C)
MIGHTY BUSINESS LTD. Kunshan Lily Textile Co., Ltd.
(Note A)
Parent company 324,732 324,732
As of the end date of the
field work, not all of
them
have
been
recovered

-

Note: A. Because the company sold machinery and equipment to Kunshan Lily Textile Co., Ltd. through MIGHTY BUSINESS LTD. The amount due from MIGHTY BUSINESS LTD. to Kunshan Lily Textile Co., Ltd. of NT$324,732 thousand, of which the amount due from MIGHTY BUSINESS LTD. of the Company is NT$320,057 thousand.

B. The Company has fully recognized the loss of shareholders' original equity within the scope of statutory obligations, constructive obligations and payments made on behalf of MIGHTY BUSINESS LTD. and Kunshan Lily Textile Co., Ltd. The total balance of investment loans is NT$1,254,440 thousand.

- 191 -

Table 5

Lily Logistics Development Co., Ltd. Re-investment related information (excluding invested companies in mainland China) December 31, 2022

Unit: 1,000 shares and NT$1,000

Name of the investors Name of the investees Location Main business and products Original / investment
amount
Original / investment
amount
Shares held as of the end of period Shares held as of the end of period Shares held as of the end of period Net profit
(loss) of the
investee for the
current period

Investment gains
and losses
recognized by the
Company
(Note 1)

Notes
Ending
balance of
the period
End of last
year
Number of
Shares
Ratio Carrying
amount
Lily
Logistics
Development
Co.,
Ltd.
LILY CONSTRUCTION
CO., LTD.

Taiwan
1. Entrust construction companies to build commercial buildings and public
housing for lease and sales businesses.
2. Entrust construction companies to develop industrial zones approved by
industrial competent authorities.
3. Brokerage for house rental and sales.
4. Sales agency andreinvestmentof the above-mentionedrelated businesses.
$ -
$ - 2,695 44.91% $ 173,411 $ 2,678 $ 1,231 Associates
GIANTEX
TEXTILE
CORPORATION

Taiwan
1. Spinning and weaving of various fibers such as natural fibers, man-made
fibers, and chemical fibers.
2. Printing, bleaching, dyeing and finishing of various fiber products.
3. General import and export trade (except futures) (except licensing
business)
4. Entrust construction companies to develop industrial zones approved by
industrial competent authorities.
5. Entrust construction companies to build commercial buildings and public
housing for lease and sales businesses.
6. Design, manufacture and sales of computer system hardware and related
software.
7. Import and export of computers and related electronic components.
8. Sales agency andreinvestmentof the above-mentionedrelated businesses.

309,981


309,981 26,818 46.27% 12,891
11,444
5,295 Associates
GISONG
ENTERPRISE
CORPORATION
Taiwan Spinning of yarn 114,000 114,000 11,400 57.00% 140,630
9,560
5,449 Subsidiary
LILYTEX
INTERNATIONAL
CORP.
Taiwan Various food and beverages, cosmetics, medicines, batteries, toys,
information software, electrical appliances and business machines
- 44,400 - - - - - (註2)
SUNNY LOGISTICS CO.,
LTD.

Taiwan
Logistics 99,211 99,211 7,803 44.76% 200,500
9,316
4,170 Associates
LILYTEX
INTERNATIONALCORP.
BVI Based on the instructions of the parent company's operating policies to
reinvest in various businesses outside Taiwan

419,541
419,541 12,600 70.59% (1,208,774) ( 151,114) ( 106,671) Subsidiary
MIGHTYBUSINESS
LTD.
BVI Based on the instructions of the parent company's operating policies to
reinvest in various businesses outside Taiwan

35
35 1 100.00% ( 45,666) ( 4,498)
( 4,498)
Subsidiary

Note 1: Including the amortization amount of the unrealized profit and loss of forward and backward transactions in the previous year. Note 2: The liquidation of the company was completed on June 13, 2022.

- 192 -

Table 6

Lily Logistics Development Co., Ltd. Information on investments in China December 31, 2022

December 31, 2022 December 31, 2022 December 31, 2022 December 31, 2022 December 31, 2022 December 31, 2022 December 31, 2022 December 31, 2022
(1) Content
Name of the
invested
companies in the
mainland China
Main business
and products
Total amount of
paid-in capital
Method of
investment
(Note 1)
Accumulated amount of
remittance from Taiwan
to China at the
~~b~~eginning of the current
period
Kunshan
Lily
Textile Co., Ltd.
Warehousing
and leasing
USD 24,782
(II)
$ 419,511
(USD 12,600)
Name of the
invested
companies in the
mainland China

Main business
and products
Total amount of
paid-in capital
Method of
investment
(Note 1)
Accumulated amount of
remittance from Taiwan
to China at the
~~b~~eginning of the current
period



Investment flows
Accumulated
amount of remittance
from Taiwan to
China at the end of
the current period
Ownership held
by the Company
(direct or indirect)
Net profit (loss) of
the investee for the
current period
Investment (loss)
gain recognized for
the current period
(Note 2)
Carrying value at end
of year
Accumulated amount of
investment income
remitted back as of the
end of this period

Outward
remittance
Recovery
Kunshan
Lily
Textile Co., Ltd.
Warehousing
and leasing
USD 24,782 (II) $ 419,511
(USD 12,600)
$ - $ - $ 419,511
(USD 12,600)
55.21% ($ 193,216) ($ 151,114)
(II)2
($ 1,396,695) $ -

Note 1: The investment methods are divided into the following three types, and the type of type can be marked:

  • (I) Directly to the mainland China to engage in investment.

  • (II) Reinvest in the mainland China through companies in the third region.

  • (III) Subsidiaries reinvested and established in mainland China.

Note 2: In the current period recognized investment profit and loss column:

  • (I) If it is under preparation and there is no investment profit or loss, it should be indicated.

  • (II) The recognition basis of investment profit and loss is divided into the following three types, which shall be specified.

  • Financial statements audited by an international accounting firm that has a cooperative relationship with the accounting firm of the

Republic of China.

  1. The financial statements audited by CPA of the parent company in Taiwan.

  2. Preliminary statement.

Note 3: Relevant figures in this Table shall be denominated in NTD.

- 193 -
Name of the invested companies
in the mainland China
Accumulated amount of
remittance from Taiwan to China
as of the end of theperiod

Investment amounts authorized by
Investment Commission, MOEA
Ceiling on investments in China
imposed by the Investment
Commission of MOEA
Kunshan Lily Textile Co., Ltd. $ 419,511 USD 12,600 $ 1,013,549

Note: According to the regulations of the Investment Review Committee of the Ministry of Economic Affairs, if the net value is less than NT$5 billion, the cumulative amount or proportion of its investment in the mainland is capped at 60% of the net value or NT$80 million (whichever is higher).

  • (2)Significant transactions with invested companies in mainland China that occurred indirectly through third-region enterprises: For the major transactions between the company and its mainland investee companies directly or indirectly in 2022, please refer to the "Information on Material Transactions" and the consolidated financial report "Business Relationship between Parent and Subsidiary Companies and Important Transactions".
- 194 -

Table 7

Lily Logistics Development Co., Ltd. Information of principal shareholders December 31, 2022

(Unit: 1,000 shares)

(Unit: 1,000 shares)
Shares
Name of Main Shareholders
Number of Shares Held Percentage of
ownership
SUNNY LOGISTICS CO., LTD. 13,267 9.80%
RITER
SHUN
TRADING
COMPANY LIMITED
12,120 8.95%
Xin RongInvestment Co., Ltd. 10,140 7.49%
YishengInvestment Co., Ltd. 8,987 6.64%
Su, Chin-Yuan 8,074 5.96%
SU, HAO-YI 7,101 5.24%

6.6 If the Company and Its Affiliates Encounter Any Financial Difficulties in the Past Year and as of the Date of Publication of the Annual Report, the Impact on the Company’s Financial Status Shall Be Listed: None

- 195 -

VII. Review of Financial Conditions, Financial Performance, and Risk Management

7.1 Analysis of Financial Status

Comparative Statement of Financial Position

nalysis of Financial Status
Comparative Statement of Financial Position
nalysis of Financial Status
Comparative Statement of Financial Position
nalysis of Financial Status
Comparative Statement of Financial Position
nalysis of Financial Status
Comparative Statement of Financial Position
nalysis of Financial Status
Comparative Statement of Financial Position
Unit: NT$ thousands
Year
Item

2021
2022 Difference
Amount %
Current assets 731,367
595,350

(136,017)

(18.60)
Fixed assets 5,666,191
5,910,194

244,003

4.31
Total assets 6,397,558
6,505,544

107,986

1.88
Current liabilities 1,499,357
1,578,435

79,078

5.27
Fixed liabilities 3,719,035
3,588,982

(130,053)

(3.50)
Total liabilities 5,218,392
5,167,417

(50,975)

(0.98)
Interests
attribute to parent
company owner
1,429,061
1,689,249

260,188

18.21
Capital stock 1,353,430
1,353,430

0

0
Capital surplus 701
701

0

0
Retained earnings (614,008)
(390,514)

223,494

36.40
Other adjustments 688,938
725632

36,694

5.33
Treasury stock 0
0

0

0
Non-controlling interests (249,895)
(351,122)

(101,227)

(40.51)
Total stockholders’
equity
1,179,166
1,338,127

158,961

13.48

Note 1: Retained earnings differences: mainly due to net income in 2022.

  • 196 -

7.2 Analysis of Financial Performance

Analysis of Financial Performance

Year
Item

2021
2022 Amount
Difference
Ratio
Difference
(%)
Net operating revenue 866,817
847,500

(19,317)

(2.23)
Operating costs (609,797)
(501,431)

(108,366)

(17.77)
Gross profit (loss) 257,020
346,069

89,049

34.65
Operating expenses (74,926)
(100,240)

(25,314)

33.79
Operating net profit (loss) 182,094
245,829

63,735

35.00
Non-operating income and expenses 32,529
(99,364)

(131,893)

(405.46)
Loss from continuing operations before
tax
214,623
146,465

(68,158)

(31.76)
Tax expense (7,868)
(3,452)

(4,416)

(56.13)
Net income of continuing business units
(loss)
206,755
143,013

(63,742)

(30.83)
Loss of suspended business unit after tax
(2,621)

0

2,621

100.00
Net profit (loss) 204,134
143,013

(61,121)

(29.94)
Other comprehensive net income 32,312
22,398

(9,914)

(30.68)
Total of other comprehensive income 236,446
165,411

(71,035)

30.04)
Net income attributable to stockholders
of the parent

222,187

225,446

3,259

1.47
Net
income
attributable
to
non-
controlling interests
(18,053)
(82,433)

(64,380)

(356.62)
Total comprehensive income attributable
to stockholders of the parent

260,123

260,188

65

0
Total comprehensive income attributable
tonon-controllinginterests

(23,677)

(94,777)

(71,100)

(300.29)

Note: 1. Operating net profit (loss): mainly due to the increase in warehouse rental and handling income.

  1. Non-operating income and expenses: mainly due to the higher amount of subsidiaries, affiliates, and joint ventures recognized under the equity method in 2021.

  2. Other comprehensive net income: mainly due to an increase in the negative exchange differences resulting from the translation of financial statements of foreign operating institutions in 2022.

7.3 Analysis of Cash Flow

7.3.1 Cash Flow Analysis for the Most Current Two Fiscal Year

Year
Item

2021
2022 Variance (%)
Cash flow ratio (%) 16.54 20.61 24.61
Cash flow adequacy ratio (%) - 17.33 0
Cash reinvestment ratio (%) 5.06 6.61 30.63
  • 197 -

7.3.2 Liquidity Analysis of Cash Flow for The Fiscal Year

Estimated Cash and Cash
Equivalents, Beginning of
Year
Net Cash Flow from
Operating Activities
Cash
Outflow
(Inflow)
Cash Surplus
(Deficit)
Remedy for Cash Shortage Remedy for Cash Shortage
Investment
Plans
Financing Plans
144,257 347,943 (423,710) 68,490 - 144,257
  • A. Net cash inflow was mainly due to the increase in net operating profit.

  • B. Financing activities: Net cash outflow was mainly due to repayment of long-term loans.

7.3.3 Estimated Remedy for Cash Shortage and Flow Analysis: Not applicable

  • 7.3.4 Cash Flow Analysis for the Coming Year
Estimated Cash and Cash
Equivalents, Beginning of Year
Estimated Net
Cash Flow
from
Operating
Activities

Estimated
Cash
Outflow
(Inflow)
Estimated
Cash Surplus
(Deficit)
Remedy for Cash
Shortage
Remedy for Cash
Shortage
Investment
Plans
Financing
Plans
68,490 452,310 (438,160) 82,640 - -
  - A. Operating activities: Cash inflow for 2023 is expected to be mainly due to the increase in sales revenue.

  - B. Financing activities: Cash outflow for 2023 is expected to be mainly due to the repayment of long-term loans.

  - C. Investing activities: Cash outflow for 2023 is expected to be mainly due to the payment for new plant and equipment.
  • 7.4 Impact of Major Capital Expenditure in the Past Year on the Financial Status: the Company is constructing the third phase of warehouse building in 2022 and is expected to be fully operational in 2025, which will provide greater benefits to the Company’s earnings.

  • 7.5 Reinvestment Policy in the Past Year, the Main Reason for Its Profit or Loss, the Improvement Plan and Investment Plan in the Next Year:

  • 7.5.1 The Company has no reinvestment plan in the past year.

  • 7.5.2 The Company has terminated the operations of the departments that incurred losses in its parent and subsidiary companies. Due to the parent company’s continued profitability in recent years, the Company still maintains a surplus after tax in 2022.

  • 7.6 Analysis of Risk Management in the Past Year and as of the Date of Publication of the Annual Report are as follow:

  • 7.6.1 Effects of Changes in Interest Rates, Foreign Exchange Rate and Inflation on Corporate Finance, and Future Response Measures:

    • Since the Company makes repayments and interest payments in accordance with contracts and has good interaction with banks, interest rates are kept low. The additional storage buildings in Pingzhen District have been operational since 2021, resulting in no significant increase in interest expenses for the Company. Regarding exchange rate fluctuations, the Company will hedge foreign exchange risks in accordance with the “Financial Derivatives Trading Procedure” if necessary. As for inflation, neither the Company nor its subsidiaries have experienced any significant impact on their operations in the region in 2022.
  • 7.6.2 Policies, Main Causes of Gain or Loss and Future Response Measures with Respect to High-risk, High-leveraged Investments, Lending or Endorsement Guarantees, and Derivatives Transactions:

The Company does not engage in high-risk, high-leveraged investments. As for lending

  • 198 -

funds to other parties and providing endorsement guarantees, the Company obtains guarantees in the form of promissory notes for the same amount. Derivative financial instruments are operated primarily for hedging purposes, and all operations are carried out prudently after careful consideration of the risk profile. 7.6.3 Research and Development Programs, Current Progress of Incomplete Research and Development Programs, Additional Research and Development Expenses Required, Expected Time of Completion for Mass Production, and Main Factors that May Affect the Success of Research and Development in the Future: None

  • 7.6.4 Effects of and Response to Changes in Policies and Regulations Relating to Corporate Finance and Sales: None

  • 7.6.5 Effects of and Response to Changes in Technology and the Industry Relating to Corporate Finance and Sales: None

  • 7.6.6 The impact of Changes in Corporate Image on Corporate Risk Management, and the Company’s Response Measures: None

  • 7.6.7 Expected Benefits from, Risks Relating to and Response to Merger and Acquisition Plans: None

  • 7.6.8 Expected Benefits from, Risks Relating to and Response to Factory Expansion Plans: The recent construction of our warehouse building was based on prior contracts with customers and started only after an actuarial calculation to ensure increased profitability. Therefore, there is no possibility of any risk.

  • 7.6.9 Risks Relating to and Response to Excessive Concentration of Purchasing Sources and Excessive Customer Concentration:

  • The Company purchases goods from different firms to increase bargaining power, and sells goods to different firms individually, so there is no risk of concentrated sales.

  • 7.6.10 Effects of, Risks Relating to and Response to Large Share Transfers or Changes in Shareholdings by Directors, Supervisors, or Shareholders with Shareholdings of over 10%: None

  • 7.6.11 Effects of, Risks Relating to and Response to the Changes in Management Rights: None

  • 7.6.12 Litigation or Non-litigation Matters:

  • (1) Major ongoing lawsuits, non-lawsuits or administrative lawsuit: None

  • (2) Major ongoing lawsuits, non-lawsuits or administrative lawsuit caused by directors, supervisors or shareholders with over 10% shareholdings: None

  • 7.6.13 Other Major Risks and Response

  • Analysis of network security assessment:

The Company uses genuine software on each personal computer, and anti-virus software is fully installed. Data is regularly backed up, and independent software is used for finance and accounting. The computer software company regularly inspects and maintains the software, and the data is also regularly backed up and archived. For warehousing and logistics, we use firewall hardware equipment for internal and external network defense to ensure information security. We also purchase attack protection functions to prevent attacks on network lines. As a protective measure, we update virus codes on system serves through automatic network connections with anti-virus software. We regularly maintain and check the system every month. The Company has a firewall function for external network connections, so there is no risk in terms of information technology.

7.7 Other Important Matters: None

  • 199 -

VIII. Special Disclosure

8.1 Information about the Company’s Affiliates

8.1.1 Organization Chart of the Affiliates

Lily Logistics Development Co., LTD.
┌─────────┬────────┬─────────┬───────────┐







LILYTEX CORP.





INTERANTIONAL
持 集松
股 松 股
比 實 比
率 業 率
70.59 % (股)57%
公 公
司 司

CORPORATION
Shareholding 57%
Gisong Enterprise
Corporation
強 持 立 持
益 股 益 股
紡 比 建 比
織 率 設 率
(股) 46.27%事業
公(股)業
司 公

Shareholding 44.91%
Lily Arch. Co., Ltd.
Shareholding 46.27%
GIANTEX TEXTILE





44.91%

LOGISTICS CO.,
LTD.
三 持
立 股
物 比
流 率
(股)44.76%


Shareholding 44.76%
SUNNY

8.1.2 Basic Data of the Company’s Affiliates:

Name Date of
incorporation
Address Paid-in capital Main business items
Gisong Enterprise
Corporation
09/07/1998 7F., No. 70, Xining N. Rd.,
Datong Dist., Taipei City,
Taiwan (R.O.C.)


$200,000,000
Various of long and short fibered
covered yarn
GIANTEX TEXTILE
CORPORATION

05/26/1986
7F., No. 70, Xining N. Rd.,
Datong Dist., Taipei City,
Taiwan (R.O.C.)


$579,550,000
Dyeing, drying, setting, and brushing
for all kinds of fabrics, as well as
OEM services of polar fleece
Lily Arch. Co., Ltd 06/19/1991 7F., No. 70, Xining N. Rd.,
Datong Dist., Taipei City,
Taiwan (R.O.C.)


$60,000,000
Construction, leasing, and selling of
commercial buildings and public
housing
LILYTEX
INTERANTIONAL
CORP.
08/23/2000 B.V.I. $824,993,000 To make investment in various
businesses outside of Taiwan based
on the parent company’s management
policy instructions.
SUNNY LOGISTICS
CO., LTD.
10/24/2013 7F., No. 70, Xining N. Rd.,
Datong Dist., Taipei City,
Taiwan (R.O.C.)


$174,341,000
International
trade,
warehousing,
leased estate, tally packaging

8.1.3 Information of the Same Shareholders who are Presumed to have a Controlling and Subsidiary Relationship

Unit: NT$ thousands; Shares; %

Reason that
affiliation is
presumed
Name
(Note 1)
Shareholding (Note 2) Shareholding (Note 2) Date of
incorporation
Address Paid-in capital Main business
items
Shares %
Same
chairman as
the Company
Gisong
Enterprise
Corporation
11,400,000
57.00%

09/07/1998
7F.,
No.
70,
Xining
N.
Rd.,
Datong
Dist.,
Taipei
City,
Taiwan (R.O.C.)




20,000,000
Various of long
and short fibered
covered yarn

Note 1: If the shareholders are the same as legal entities, fill in the name of the legal entity; if the shareholders are the same as natural persons, fill in the name of the natural person. For natural shareholders, only fill in the reason for presumption, name and the shares held.

Note 2: Shareholdings shall be fill in the shareholder’s shareholding information of the controlling company.

  • 200 -

8.1.4 Status of Operations of the Company’s Affiliates

Unit: NT$ thousands

Name Paid-in
capital
Total assets
Total
liabilities
Net
income
Operating
revenue
Operating
profit
Profit and
loss
(after tax)
Earnings
per share
(after
tax)
Gisong Enterprise Corporation 200,000
318,137

71,418

246,719

220,046

11,755

9,560

0.48
GIANTEX TEXTILE
CORPORATION
579,550
156,276

127,781

28,495

0

(67)

11,444

0.20
Lily Arch. Co., Ltd. 60,000
391,659

5,467

386,192

4,442

(66)

2,678

0.45
SUNNY LOGISTICS CO.,
LTD.
174,341
749,714

301,769

447,945

15,826

7,411

9,316

0.53

Note 1: All affiliated companies, regardless of size, shall be disclosed.

  • Note 2: If the affiliated company is a foreign company, the relevant figures shall be presented in New Taiwanese Dollars and converted using the exchange rate as of the reporting date.

8.1.5 The Information of the Directors, Supervisors, and General Manager of each

Affiliate

Name Title Name or
representative
Shareholding Shareholding Remark
Shares
%
Gisong Enterprise
Corporation
Chairman SU TUNG YUNG 150,000
0.75%
Director &
General Manager
SU CHING SUNG 2,300,000
11.50%
Representative of Shing Shoun Fiber
Co.,Ltd.
Director SU CHIN YUAN 75,000
0.38%
Director SHAO YING 500,000
2.50%
Director WANG CHIEN
CHUNG
11,400,000
57%
Representative of Lily Logistics
Development Co.,Ltd
Supervisor CHIEN HUA
CHUAN
0
0%
GIANTEX
TEXTILE
CORPORATION

Chairman
SU CHIN YUAN 1,601,866
2.76%
Director SU TING KUEI 339,433
0.59%
Director SU TING HUNG 484,999
0.84%
Supervisor CHIEN HUA
CHUAN
26,817,816
46.27%
Representative of Lily Logistics
Development Co.,Ltd
LilyArch. Co.,Ltd Chairman SU TING HUNG 108,378
1.81%
Director YANG SHU MIEN 62,633
1.04%
Director CHIEN HUA
CHUAN
18,544
0.31%
Supervisor SU HAO I 26,888
0.45%
SUNNY
LOGISTICS
CO.,LTD.

Chairman
SU TING HUNG 810,000
4.64%
Director SU HAO I 810,000
4.64%
Director SU PAI HUANG 677,096
3.88%
Supervisor CHIEN HUA
CHUAN
7,802,903
44.76%
Representative of Lily Logistics
Development Co.,Ltd
  • 8.2 Private Securities in the Past Year and as of the Date of Publication of the Annual Report: None

  • 8.3 Holding or Disposal of the Company’s Shares by Affiliates in the Past Year and as of the Date of Publication of the Annual Report: None

  • 8.4 Other Necessary Supplementary Notes: None

  • IX. Matters in the Past Year and as of the Date of Publication of

the Annual Report Which Have a Substantial Impact on Owner’s Equity as Stipulated in Item 2, Paragraph 2 of Article 36 of the Securities Exchange Law: None

  • 201 -

Lily Logistics Development Co., LTD

Chairman

Published on: May 18, 2023