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LOTES Annual Report 2022

Jun 19, 2023

52339_rns_2023-06-19_e2736920-08ad-4581-8222-cb9e3cf6f19f.pdf

Annual Report

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Stock Code: 3533

Lotes Co., LTD

2022

Annual Report

Notice to readers

This English version annual report is a translation of the Chinese version. If there is any inconsistency or discrepancy between the English version and Chinese version, the Chinese version shall prevail for all intents and purposes.

Published on May 17, 2023 Enquiry on the annual report: http://mops.twse.com.tw

  1. Information on the Company's spokesperson and acting spokesperson.
Name Title Telephone
Number
E-mail Address E-mail Address
Spokesperson Liu,
Hsing-Hsia

Financial
manager
(02)24331110 [email protected]
Acting
Spokesperson
Tsai,
Ming-Jui
Sales Vice
President
(02)24331110 [email protected]
  1. The name, address, and telephone number of the Company’s headquarters and factories
Name Address Telephone Number
Headquarter No. 15, Wuxun St., Anle Dist., Keelung City (02)24331110
Factory No. 15, Wuxun St., Anle Dist., Keelung City (02)24331110
  1. The name, address, website, and telephone number of the agency handling shares transfer Name: SinoPac Securities Corporation Stock Registration Division Address: 3F., No. 17, Bo’ai Rd., Taipei City

Website: http://securities.sinopac.com/

Telephone Number: (02) 2381-6288

  1. The name of the certified public accountant who duly audited the annual financial report for the most recent fiscal year, and the name, address and telephone:

  2. Name of Accountants: Li, Fung-Hui, TSAI PEI-RU

Name of Accounting Firm: KPMG Taiwan

Address: 68F., No. 7, Sec. 5, Xinyi Rd., Taipei City

Website: http://www.kpmg.com.tw Telephone Number: (02) 8101-6666

  1. the name of any exchanges where the company’s securities are traded offshore, and the method by which to access information on said offshore securities: N/A

  2. Company website: http://www.lotes.com.tw

Table of Contents

I. Letters to Shareholders 1
II. Company Profile 3
III. Corporate Governance Report 5
1. Organization 5
2. Information on Directors, Supervisors, President, Vice President,
Associate President, Heads of departments and branches
7
3. Remuneration of Presidents and Vice Presidents 15
4. Corporate governance operations 20
5. Accountants’ Information 45
6. Transfer or pledge of shares by the company's directors,
supervisors, managers and stockholders with more than 10% of the
company's shares 46
7. Relationship among the Top Ten Shareholders 48
IV. Capital Overview 46
1. Capital and shares 49
2. Issuance of corporate bonds 52
3. Issuance of preferred shares 54
4. Issuance of global depository receipts 54
5. Employee subscription warrants 54
6. Restriction on issuing of new employee option 56
7. Share issuance of merger company 56
8. Implementation of the capital utilization plan 57
V. Overview of Business Operations 62
1. Description of the business 62
2. Overview of market, production and sales 66
3. Employee information 72
4. Disbursements for environmental protection 72
5. Labor relations 73
6. Information Security Management 73
7. Important contracts 74
VI. Overview of Financial Status 75
1. A condensed balance sheet and statement of comprehensive 75
income for the last five years with the name of the accountant and
his or her audit opinion
2. Five-year financial analysis 78
3. Audit Report of Supervisors for the Financial Statements 83
4. Financial Statements and Independent Auditor’s Report 84
5. Consolidated Financial Statement and Independent Auditor’s
Report
176
VII. Review Analysis of Financial Position and Operating Performance
and Risk Issues
262
1. Financial position 262
2. Operating performance 263
3. Cash flow 263
4. The impact of major capital expenditures in the most recent year
on financial operations 264
5. The main reasons for the most recent annual reinvestment policy
and profit or loss, improvement plans and investment plans for the 264
coming year
6. Analyze and assess the following risks for the most recent year
and up to the date of publication of the annual report
265
7. Other important matters 266
VIII. Special Disclosure 267
1. Related information of affiliates 267
2. Private Placement Securities in the Most Recent Years 273
3. The Shares in the Company Held or Disposed of by Subsidiaries
in the Most Recent Years
273
4. Other items of description which needs to be supplemented 273
Any event that had a material impact on the rights of shareholders
IX. or the prices of securities provided in Clause 2, Paragraph 3, 273
Article 36 of the Securities and Exchange Act occurred

I. Letters to Shareholders

1. 2022 Report on business operations

(1) Letters to Shareholders

For 2022, the Company's consolidated operating revenue was NT$ 21.391 billion, a growth of 23.71% compared to the 2021 operating revenue of NT$ 17.291 billion. The consolidated after-tax net profit was NT$ 3.472 billion, an increase of 27.08% compared to the after-tax net profit of NT$ 2.732 billion in 2021, translating to earnings per share (EPS) of NT$ 33.32.

Reflecting on 2022, the global economy continued to be influenced by the COVID-19 pandemic, leading to extreme uncertainties in the global economic outlook, which also impacted the operations of the industries our company belongs to. However, due to the gradual increase in the transition rate of the new generation server and desktop computer CPU platforms this year, and the progressive achievements in the active development of new products and new customers by our company, the 2022 annual revenue was able to grow steadily, creating a record high since the establishment of the company. In terms of profit, although the international raw material prices continued to rise, due to factors such as the continuous expansion of the operation scale, the improved penetration rate of new products, and the enhanced production efficiency, the 2022 annual profit grew by 27.08% compared to 2021, achieving high-quality profit performance with an EPS of NT$33.32.

  • (2) Operating plan implementation results and profitability analysis

  • a. Operating plan implementation results

Unit: NT$ thousands

Item 2022 2021 Increased
(decreased) amount
Increased
(decreased)
proportion
Operating revenues 27,099,134
21,391,916

5,707,218

26.68%
Operating costs 15,161,454
12,834,611

2,326,843

18.13%
Gross profit 11,937,680
8,557,305

3,380,375

35.90%
Net income after tax for the
period
6,254,264
3,472,201

2,782,063

80.13%
  • b. Financial income and expenditure and profitability analysis
Item Item 2022 201
Profitability
(%)
Return on total assets 19.34
15.29
Return on total shareholders’ equity 28.49
22.87
Percentage to
the paid-in
capital
Operating income 674.10
411.33
Net income before tax 759.39
428.40
Net profit margin 23.07
16.23
Earnings per share after tax 58.70
33.32

1

c. Research and development status

In order to continue to provide customers with high quality products, the Company continues to improve the level of technology and energy in the areas of design, process, quality control and testing, and continues to achieve high growth goals, and has spared no effort in the development of new products to develop small pitch, high density connectors. Recently, in order to meet the future market trend of high-speed connectors, the Company has been actively engaged in high-current and high-frequency connector analysis and development capabilities to meet market demand. In addition, in order to expand our product line and market size, we have successfully developed connectors for high-frequency servers, automobiles, high-speed transmission devices and the latest transmission interface Type-C, etc.

2. 2022 Operating plan and outlook

  • (1) Management plan

a. Management policy

  • 1) To strengthen market linkages between the three markets on both sides of the Strait and coordinate capacity allocation so as to fully grasp market changes and demand.

  • 2) To strengthen the research and development team, continuously develop new products and improve the technical level to enhance the company's core technical capabilities in order to build a competitive advantage.

  • 3) To integrate the Group's resources and improve production and management capabilities to reduce production costs and enhance operational efficiency.

  • b. Important marketing and production policies

  • 1) To strengthen customer relationship management to enhance competitive efficiency, and to actively maintain close relationships with major international manufacturers.

  • 2) To provide customers with diversified products and services, the company adopts a customer-oriented approach and stays close to market leading manufacturers.

3) To improve the efficiency of factory management and the division of labor between domestic and overseas factories, and to strengthen the inventory management capability to effectively control production costs and enhance the production and sales mechanism.

  • (2) Outlook for the future

Looking into the future, the Company will continue to face a highly competitive market and a dynamic economic environment. However, in addition to strengthening close cooperation with customers, the Company will continue to develop and improve its existing products and adopt a diversified strategy to enhance market sensitivity by maintaining good cooperation with international professional manufacturers, in order to fully grasp the development trend of new products and research and develop niche products. The Company aims to enhance its competitive edge in the industry and to achieve its operating objectives smoothly, thereby continuously creating maximum value for shareholders.

Best wishes,

Chairperson: Chu, Te-Hsiang

President: Ho, Te-Yu

Accounting Manager: Liu, Hsing-Hsia

2

II. Company Profile

  1. Date of incorporation: August 23, 1986

  2. Company history

1986 The Company was founded in Wugu Dist., New Taipei City; with total capital of 5 million
New Taiwan Dollars; engaged in the manufacturing, processing and trading of various
terminals and their finishedproducts.
1989 Being aware of the electronics industry’s future, the Company began to manufacture/design
electronic connectors and other related electronicproducts.
1992 Moved to Dawulun Industrial Park,Keelungcity.
1997 ISO9002 certified;Certified and taken effect of UL certification in the sameyear.
1998 Capital increased by cash, total capital was twenty-five million New Taiwan Dollars
(NT$25,000,000).
2002 ISO9001:2000 certified.
2003 Invested factoryin Guanghou-Lotes Guanghou Co.,Ltd
2004 Guanghou factory-Lotes Guanghou Co., Ltd was certified and taken effect of ISO 14001.
LOTES connectors received ASUS “Environmental Management System “certification.
CPU Socket 478 received Intel certification.
Invested factory in Suzhou-Lotes Suzhou Co., Ltd
Suzhou factory-Lotes Suzhou Co., Ltd was certified and taken effect of ISO 9000.
The Company increased capital by cash, increasing total capital to four hundred ninety-five
million New Taiwan Dollars(NT$495,000,000).
2005 Lotes Suzhou Co., Ltd was certified and taken effect of ISO 9001:2000.
The Company converted surplus into capital, increasing total capital to five hundred
twenty-three million and two hundred thousand New Taiwan Dollars(NT$ 523,200,000)
2006 The Company converted surplus into capital and increased capital by cash, increasing total
capital to five hundred ninety-one million and six hundred sixty thousand New Taiwan
Dollars (NT$ 591, 660,000).
Approved by Securities and Futures Bureau, Financial Supervision Commission of the
Executive Yuan to pass public offering.
Approved byTaipei Exchange to register as emergingstock.
2007 The Company converted capital reserves and surplus into capital, increasing total capital to
six hundred thirty-eight million and two hundred thousand New Taiwan Dollars (NT$ 638,200,000).
Approved by Taiwan Stock Exchange to register as listed company.
The Company increased capital by cash, increasing total capital to seven hundred eleven
million and seven hundred fortythousand New Taiwan Dollars(NT$711,740,000).
2008 The Company converted surplus into capital, increasing total capital to seven hundred
sixty-two million three hundred twenty-seven thousand New Taiwan Dollars (NT$ 762,
327,000).
Received Intel’s Preferred Quality Supplier (PQS) award
2009 The Company converted employee stock option certificate to capital, increasing total capital
to seven hundred seventy-one million and forty-one thousand New Taiwan Dollars (NT$ 771,041,000).
2010 The Company increased capital by cash, increasing total capital to nine hundred thirty-one
million and forty-one thousand New Taiwan Dollars(NT$ 931,041,000).
2011 The Company converted employee stock option certificate to capital, increasing total capital
to nine hundred thirty-four million and seven hundred seventy-nine thousand New Taiwan
Dollars(NT$934,779,000).

3

2012 The Company’s subsidiary, Lintes Technology, had successfully developed Thunderbolt
high-speed active transmission cable series products. By passing Intel and Apple’s
techconology qualification, Lintes Techonology became the second professional
manufacturer receiving the Intel Thunderbolt technology certification and manfacture
Thunderbolt cables.
2013 CPU Socket--LGA 2011Pin R0 socket received Intel certification.
CPU Socket-- LGA 2011Pin R1 ILM & BP received Intel certification.
2014 Successfully developed HP Smart Socket ILM
Joined USBIF to develop a new generation of high speed transmission device, USB Type C
2015 Developed Intel next generation server product, skt P PHLM
Received Sanodenki ’s Quality Supplier award.
Becamequalified supplier for SamsungMobile Communications business division.
2016 CPU Socket--LGA3674 PHLM for the next generation servers received Intel certification.
Lotes Guanghou was certified AS9100C: Quality Management Standard for Aviation,
Space,and Defense Industries.
2018 The Company’s subsidiary, Lintes Technology’s 40Gb Thunderbolt 3 passive 0.7M cable
received Intel certification.
2019 The Company’s subsidiary, Lintes Technology was approved by Taipei Exchange to
register as listed emerging stock company.
The Company increased capital by cash, increasing total capital to one thousand thirty-one
million and forty-one thousand New Taiwan Dollars(NT$1,031,041,000).
2020 The Company’s subsidiary, Lintes Technology was approved by Taiwan Stock Exchange to
register as listed company.
The Company implemented the Enterprise Resource Management (ERP) system, SAP ERP,
and went live on 1/7.
DDR5 certified by DETEC Association.
USB4.0 & Thunderbolt Jan4 certified by USB-IF Association.
2021 CPU Socket-Whitley Socket for the next generation servers received Intel certification.
The company carries out a cash capital increase and issues domestic convertible corporate
bonds for the first time, increasing the total capital to NT$ 1.059 billion 77 million 9
thousand.
Establish a subsidiary in Vietnam.
2022 The new generation server CPU Socket-Eagle Stream Socket has passed INTEL's
certification.
The new generation server CPU Socket-AM5(Ginoa) Socket has passed AMD's
certification.

4

III. Corporate Governance Report

1. Organization

(1) Organizational chart

==> picture [472 x 256] intentionally omitted <==

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

Board of
Directors
Auditor’s
Office
General
Manager
General Manager’s
Office
Management Dept. Administration Dept Finance Dept. Sales Dept. R&D Dept. Manufacturing Dept. QA Dept. IT Dept. Legal Affair Dept.
----- End of picture text -----

(2) Businesses operated by each major department:

Department Functions
General Manager 1. By the resolution of the Board of Directors, is responsible to all shareholders.
2. Overall planning for the Company and its developing direction.
3. Determine organizational structure.
4. Approve and sign off the Company’s major decisions and contracts.
5. Draw up quality policies/quality goals.
General Manager's
Office
1. Assist General Manager in the execution of the overall planning.
Auditing Office 1. Exam and evaluate the integrity, rationality and validity of the Company's internal control
system.
Financial &
Administrative
Department
1. Manage recruitment operations, and personnel information and attendance
2. Plan and execute employee training.
3. Manage miscellaneous affairs.
4. Manage office equipment maintenance and logistics affairs.
5.Human resourcesmanagementfor foreignaffiliated companies.
Finance Department 1. Provide relevant financial and management statements for external users and internal
managers
2. Plan and execute annual budget.
3. Raise,operate,and allocate funds.
Finance Department 4. Prepare and analyze daily accounting, tax and financial statements.
5. Reimburse the Company’s various expenses
6. Evaluate the Company’s business performance and perform cost analysis.
7. Raise and allocate funds for foreign affiliated companies.
Sales Department 1. Expand markets.
2. External product quotations, correspondence and customer reception.
3. Operate order receiving, modifying and invoicing.
4. Collaborate with relevant departments to ensure delivery. Consult with clients if delivering
on time is unachievable.
5. Customer information organization and customer service.

5

Department Functions
Research &
Development
Department
1. Responsible for the design and execution of newly developed products or tooling.
2. Manage and communication design changes.
3. Confirm toolingmade.
Manufacturing
Department
1. Production of plastic products: Manufacture products’ plastic parts, design and modify
plastic injection tooling and jigs, maintain on-site equipment, and manage material.
2. Production of stamping products: Responsible for the manufacture of terminals, the design
and modification of stamping dies and jigs, the maintenance of on-site equipment, and
material management.
3. Responsible for leading supplier management: Procure and manage material, equipment
and daily consumables; Production planning and control.
4. Stock management of stock materials, semi-finished products and finished product:
Manage and optimize production efficiency and process capability.
5. Procurement on behalf of foreign affiliated companies.
Quality Control
Department
1. Product quality system control
2. Correction and preventive measures for defective products.
3. Handle customer complaint.
4. Inspect purchased products, self-produced products, finished products and raw material.
5. Counsel suppliers, inspect and monitor the process of incoming materials, manufacturing
and shipping.
IT Department 1. Maintenance of network system
2. Maintenance of software/hardware equipments
3. Maintenance of system
4.Planning and executionof informationsystem.
Legal & Intellectual
Property Office
1. Patent affairs
2. Legal affairs
3. Intellectual property affairs
Business
Management
Department
1. Responsible for oversea production quality control, delivery business expansion, customer
services, customer/supplier relationship maintenance and improvement.
2. Operationplanningand analysis ofgroupaffiliated businesses.

6

2. Information on Directors, Supervisors, President, Vice President, Associate President, Heads of departments and branches

(1). Information on Directors and Supervisors

April 18,2023 April 18,2023 April 18,2023
Title Nationality
/ Country
of Origin
Name Gender
Age
Date
elected
Term
(year)
First
Election
Date
Shareholding when
Elected
Current Shareholding Spouse & Minor
Shareholding
Shareholding
by Nominee
Arrangement
Experience (Education) Other Position Executives, Directors or Supervisors
who are spouses or within two
degrees of kinship
Remarks
Shares % Shares % Share
s
% Share
s
% Title Name Relation
Chairperson R.O.C. Jiaming
Investment
Co., Ltd.
Representa
tive:
Chu,
Te-Hsiang
Male
51-60
July 16, 2021 3 93.10 10,040,037 9.70% 9,797,037 8.80% 0 0 0 0 Taishan Senior High
School/ Mechanical
Department;
Lotes Co.,
Ltd./Chairperson
Lotes Co., Ltd./Chairperson
Jiaming Investment Co.,
Ltd./Chairperson
Jinling Investment Co.,
Ltd./Supervisor
LOTES INVESTMENT
LTD./Chairperson
Lotes Suzhou Co., Ltd./Chairperson
Lotes Guangzhou Co., Ltd./Vice
Chairperson
Jiayu Investment Co., Ltd./Chairperson
Ememe Robot Co., Ltd./Chairperson
Lintes Technology Co.,
Ltd./Chairperson
Dechuan Investment Co.,
Ltd./Chairperson

Associate
President's
office
Chu Chen,
Yi-Hui
Spouse
President Ho, Te-Yu Brother
Director R.O.C. Jiaming
Investment
Co., Ltd.
Representa
tive:
Ho, Te-Yu
Male
51-60
July 16, 2021 3 October,
2004
10,040,037 9.70% 9,797,037 8.80% 0 0 0 0 Chung-Pu Junior High
School
Northern Occupational
Training
Council/Department of
Die Molding
Panyu Deyi
Ltd./President
Lotes Co., Ltd./President
Jinling Investment Co.,
Ltd./Chairperson
Dunlin Investment Co.,
Ltd./Chairperson
LOTES INVESTMENT LTD./Director
Lotes Guangzhou Co.,
Ltd./Chairperson
Lotes Guangzhou Dezhi Co.,
Ltd./Chairperson
Tsongkha Technology (Shenzhen )
Co., Ltd./Director
Lotes Suzhou Co., Ltd./Vice
Chairperson
Lotes Hengnan Co., Ltd./Chairperson
Lotes Hengnan Dezhi Co.,
Ltd./Chairperson
Lintes Technology Co., Ltd./Director
Jiayu Investment Co., Ltd./Director
Lotes Zhongshan Co., Ltd./Director

Chairperso
n
Chu,
Te-Hsiang
Brothers
Director R.O.C. Hsieh,
Chia-Ying
Male
41-50
July 16, 2021 3 June, 2013 0 0 0 0 0 0 0 0 National Taiwan
University/Master of
Business
Administration
National Taiwan
University/B.S. in
Electrical Engineering
Realtek Semiconductor
Corp./Executive
Assistant to the
President
Communicator Venture
Management Inc./Vice
President
MIS Joint International
Co., Ltd./Vice President
Leltek Inc./Director
Total Fortune Capital
Limited/Executive Director
Sunplus Innovation Technology
Inc./Independent Director
Tyntek Corporation/Independent
Director
None None None

7

Director R.O.C. Chu,
Chien-Chu
ng
Male
41-50
July 16, 2021 3 July 16,
2021
0 0 0 0 0 0 0 0 National Taiwan
University/PhD in
Electrical Engineering
Mega Venture Capital
Co., Ltd./Investment
Review Committee
Member
Department of
Electronic and
Computer Engineering,
National Taiwan
University of Science
and
Technology/Adjunct
Associate Professor
TWSE/Listed Company
Review Committee
Member
Department of Business
Administration,
NTU/Adjunt Practice
Teacher
Texas Instruments
Taiwan Ltd./Senior
Application Engineer
NTU School of
Professional Education
and Continuing
Studies/Adjunct Chair
Professor
Ansforce Inc./Founder and CEO
Graduate Institute of Technology,
Innovation & Intellectual Property
Management, National Chengchi
University/Adjunct Assistant Professor
None None None
Independent
Director
R.O.C. Wang,
Jen-Chun
Female
41-50
July 16, 2021 3 July 16,
2021
0 0 0 0 0 0 0 0 University of
Pennsylvania/PhD in
Law
Clerk Division for the
Grand Justices at the
Judicial Yuan/Assistant
to the Grand Justices
Tsar and Tsai Law Firm/Partner None None None
Independent
Director
R.O.C. Chiang,
I-Cheng
Male
51-60
July 16, 2021 3 July 16,
2021
0 0 0 0 0 0 0 0 University of
Delaware/PhD in
Mechanical
Engineering
Taiwan Aerospace
Corp./Senior Engineer
Taiwan High Speed
Rail
Corporation/Project
Manager
Department of
Mechanical
Engineering, Chinese
Culture
University/Assistant
Professor, Associate
Professor, Professor and
Department Director
Chinese Culture
University/University
Affairs Development
Committee Member

Department of Mechanical
Engineering, Chinese Culture
University/Professor
None None None

8

==> picture [815 x 255] intentionally omitted <==

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

Drexel Deashine CPA Firm/CPA
University/MBA High-Tek Harness Enterprise Co.,
Ltd./Independent Director
Ding Shuo Certified Nanoplus Limited (Cayman) Taiwan
Public Accountants Branch/Independent Director
Taipei Branch/Chief Innovation Incubation Center, National
CPA Taipei University of
Ding Shuo Certified Technology/Counselor
Public Academia-Industry Collaboration and
Accountants/Partner Technology Licensing Center, National
CPA Taiwan Ocean University/Counselor
Department of
International Business,
National Taipei
University of Business
/Adjunct Lecturer
Public Service Pension
Independent Director R.O.C. Chang-HsiWu, Female 41-50 July 16, 2021 3 July 16, 2021 0 0 0 0 0 0 0 0 Fund Management Board/ Clerk of
u Department of Foreign
Affairs
National Taxation
Bureau of the Southern
Area Minxiong
Office/Clerk of Tax
Affairs
Department of
Accounting and
Information
Technology, National
Chung Cheng
University/Adjunct
Lecturer
Deloitte Taiwan/Deputy
Group Leader
KPMG Taiwan/Auditor
----- End of picture text -----

9

Director and Supervisor are corporate shareholders' representatives; the major shareholders of the corporate shareholders are: April 18, 2023


are:

are:

April 18,2023

April 18,2023

April 18,2023
Name of Corporate Shareholder (Note 1) Major Shareholders of Corporate Sharholder (Note 2)
Jiaming Investment Co., Ltd. Chu, Te-Hsiang (24.44%), Chu-Chen, Yi-Hui (28.88%), Chu, Pei-Hsuan
(15.56), Chu, Yen-Ni (15.56%), Chu, Ching-Fu (15.56%)
Term
Name
Professional qualifications and experiences Compliance with independence circumstances Number of
other public
companies
that the
person also
served as
independent
directors
Chairperson
Chu,
Te-Hsiang
With more than 30 years of experiences in the
R&D and manufacturing of connectors, and
business administration.
No circumstances specified in Article 30 of
the CompanyAct.
No
Director
Ho, Te-Yu
With more than 30 years of experiences in the
R&D and manufacturing of connectors, and
business administration.
No circumstances specified in Article 30 of
the CompanyAct.
No
Director
Hsieh,
Chia-Ying
With the profession and experiences in
engineering and business administration.
Worked as an independent director of the
Company.
Currently serves as a director of Leltek Inc,
the Executive Director Total Fortune Capital
Limited, and an independent director of
Sunplus Innovation Technology Inc.
No circumstances specified in Article 30 of
the Company Act.
2
Director
Chu,
Chien-Chung

With the profession and experiences in
engineering and business administration.
Currently serves as the Founder and CEO of
Ansforce Inc., and the Adjunct Assistant
Professor,
Graduate Institute of Technology, Innovation
& Intellectual Property Management, National
Chengchi University.
No circumstances specified in Article 30 of
the Company Act.
No
Independent
Director
Wang,
Jen-Chun
With the educational attainment and
profession of law.
A lawyer and patent attorney in R.O.C. and a
lawyer in New York, U.S.
Currently serves as a Partner at Tsar and Tsai
Law Firm.
No circumstances specified in Article 30 of
the Company Act.
Being independent as an independent director.
The said person, including but not limited to the
spouse and/or the second degree relatives of the said
person, is not a director, supervisor or employee of
the Company or any of its affiliates.
The said person, including but not limited to the
spouse and/or the second degree relatives of the said
person, does not hold any share of the Company and
is not a director, supervisor or employee of company
that has certain relationship with the Company.
The said person, including but not limited to the
spouse and/or the second degree relatives of the said
person, does not receive any remuneration for
business, legal, financial and accounting services
provided for the Company or its affiliates in the last
two years.








No

10

Independent
Director
Chiang,
I-Cheng
With the educational attainment and
profession of mechanical engineering.
Currently serves as a professor at the
Department of Mechanical Engineering,
Chinese Culture University.
Serves as the covenor of the Remuneration
Committee of the Company.
No circumstances specified in Article 30 of
the Company Act.
Being independent as an independent director.
The said person, including but not limited to the
spouse and/or the second degree relatives of the said
person, is not a director, supervisor or employee of
the Company or any of its affiliates.
The said person, including but not limited to the
spouse and/or the second degree relatives of the said
person, does not hold any share of the Company and
is not a director, supervisor or employee of company
that has certain relationship with the Company.
The said person, including but not limited to the
spouse and/or the second degree relatives of the said
person, does not receive any remuneration for
business, legal, financial and accounting services
provided for the Company or its affiliates in the last
two years.
No
Wu,
Chang-Hsiu
With the educational attainment and
profession of accounting.
A CPA in R.O.C., a CPA, agent ad litem for
tax affairs, patent and trademark affairs, a
corporate sustainability manager, Accredited
in Business Valuation in Pennsylvania, U.S.
Currently serves as a CPA at Deashine CPA
Firm.
Serves as the covenor of the Audit Committee
of the Company.
No circumstances specified in Article 30 of
the Company Act.
Being independent as an independent director.
The said person, including but not limited to the
spouse and/or the second degree relatives of the said
person, is not a director, supervisor or employee of
the Company or any of its affiliates.
The said person, including but not limited to the
spouse and/or the second degree relatives of the said
person, does not hold any share of the Company and
is not a director, supervisor or employee of company
that has certain relationship with the Company.
The said person, including but not limited to the
spouse and/or the second degree relatives of the said
person, does not receive any remuneration for
business, legal, financial and accounting services
provided for the Company or its affiliates in the last
two years.
2

Board Diversity and Independence:

  1. Board Diversity:

In accordance with Rule 20 of the Company's Code of Corporate Governance Practices, the composition of the Board of Directors shall take into account diversity, except that the number of directors who are also managers of the Company shall not exceed one-third of the total number of directors, and that the Company shall develop an appropriate diversity approach with regard to its operation, business model and development needs, which shall include but not be limited to the following two major criteria.

  • (1) Basic qualifications and values: gender, age, nationality and culture, etc.

  • (2) Professional knowledge and skills: professional background (e.g. law, accounting, industry, finance, marketing or technology), professional skills and industry experience, etc.

Board members should generally possess the knowledge, skills and qualities necessary to carry out their duties. To achieve the desired objectives of corporate governance, the Board as a whole should possess the following competencies.

  • (1) Ability to make operational judgments.

  • (2) Ability to perform accounting and financial analysis.

  • (3) Ability to conduct business administration.

  • (4) Ability to conduct crisis management.

  • (5) Knowledge of the industry.

  • (6) International market perspective.

  • (7) Ability to lead.

  • (8) Ability to make policy decisions.

The composition of the Board of Directors should take into account the diversity of its membership and develop an appropriate diversity approach in relation to its operations, business model and development needs. The Company will re-elect its directors and independent directors and establish an audit committee at the 2021 Annual General Meeting. The current seven Board members, three of whom are independent, possess the knowledge, skills and qualities necessary to carry out their duties and have the necessary experience and expertise in accounting, legal, financial, commercial or corporate business respectively.

The Company also places emphasis on gender parity in the composition of the Board, with a target of 25% or more female directors, and currently has 7 directors, including 2 female directors, representing 29%.

The diversity of the Board is shown in the table below: The Board conducts regular performance reviews annually and recognises the diversity and suitability of its members.

[Background of Diversification]

Basic Information Background Experience

11

Item
Name
Gender Employee
of the
Company
Age Age Accounting Law Finance Technology Profession
al
(Professor
/ lawyer/
CPA)
Business
Administrat
ion
R&D,
Manufaturi
ng
Investing
41-50 51-60
Chairperson Chu,
Te-Hsiang
M
Director Ho, Te-Yu M
Director Hsieh,
Chia-Ying
M
Director Chu,
Chien-Chung
M
Independent
Director Wang,
Jen-Chun
F
Independent
Director Chiang,
I-Cheng
M
Independent
Director Wu,
Chang-Hsiu
F

[Diversity Core Items]

[Diversity Core Items]
Item
Name
Diversity Core Items
Operational
judgment
Accounting
and
financial
analysis
Business
administration
Crisis
management
Knowledge
of the
industry
International
market
perspective
Ability
to lead
Ability
to make
policy
decisions
Chairperson Chu,
Te-Hsiang
V V V V V V V
Director Ho, Te-Yu V V V V V V V
Director Hsieh,
Chia-Ying
V V V V V V V V
Director Chu,
Chien-Chung
V V V V V V V V
Independent Director
Wang, Jen-Chun
V V V V V V V
Independent Director
Chiang, I-Cheng
V V V V V V V
Independent Director
Wu, Chang-Hsiu
V V V V V V V V

2.Independence of the Board.

  • (1) The Company has 3 independent directors, accounting for 42.86% of the total 7 seats on the Board. The independent directors are independent in the following circumstances.

  • None of them, including but not limited to himself/herself, his/her spouse, his/her second degree of kinship, etc., is a director, supervisor or employee of the Company or its affiliated companies.

  • Neither the person, nor the spouse, nor a relative within the second degree of consanguinity, etc., holds shares in the Company (or uses the name of another person).

  • None of them is a director, supervisor or employee of a company with a specific relationship with the Company (as stipulated in Article 3, Paragraph 1, Paragraphs 5 to 8 of the Regulations Governing the Establishment and Compliance of Independent Directors of Public Companies).

  • In the last two years, the Company or its affiliates have not provided business, legal, financial or accounting services for which the Company was paid.

  • (2) There are no spousal relationships among the Directors; Chu, Te-Hsiang, Chairman, and Ho, Te-Yu, Director, are brothers in two degrees of consanguinity. In accordance with Article 26-3, Paragraph 3 of the Securities and Exchange Act, no more than half of the Board of Directors of the Company shall be spouses or second degree relatives of the Directors.

  • (3) he Company's Board of Directors was re-elected in 2021 and the Audit Committee replaced the function of the Supervisors and there are no more Supervisors. Therefore, there shall be no relationship between the supervisors or between the supervisors and the directors as described in Article 26-3, Paragraph 4 of the Securities and Exchange Act, and at least one of them shall be a spouse or a relative within two degrees of consanguinity.

12

(2) Information on President, Vice President, Assistant Vice President, Heads of Departments and Branches

April 19, 2022

April 19,2022 April 19,2022 April 19,2022
Title Natio
nality
/
Coun
try of
Origi
n
Name Gender Date
elected
Shareholding Spouse & Minor
Shareholding
Shareholding by
Nominee
Arrangement
Experience (Education) Other Position Managers who are spouse or
consanguineous within two
degrees
Remark
s
Shares % Shares % Shares % Title Name Relation
President R.O.
C.
Ho, Te-Yu Male August 23,
1986
473,899 0.43% 0 0.00% 15,956,237 14.33% Northern Occupational Training
Council/Department of Die
Molding;
Lotes Co., Ltd./President Panyu
Deyi Ltd./President
Jinling Investment Co., Ltd./Chairperson
Dunlin Investment Co., Ltd./Chairperson
LOTES INVESTMENT LTD./Director
Lotes Guangzhou Co., Ltd./Chairperson
Lotes Guangzhou Dezhi Co., Ltd/Chairperson
Tsongkha Technology (Shenzhen ) Co., Ltd./Director
Lotes Suzhou Co., Ltd./Vice Chairperson
Lotes Hengnan Co., Ltd./Chairperson
Lotes Hengnan Dezhi Co., Ltd./Chairperson
Lintes Technology Co., Ltd./Director
Jiayu Investment Co., Ltd./Director
Lotes Zhongshan Co., Ltd./Director
Chairpe
rson and
R&D
Director
Chu,
Te-Hsian
g
Brother
R&D
Director
R.O.
C.
Chu,
Te-Hsiang
Male November
8, 2017
27,920 0.03% 0 0.00% 12,748,425 11.45% Taishan Senior High School/
Mechanical Department;
Lotes Co., Ltd./Chairperson
Lotes Co., Ltd./Chairperson
Jiaming Investment Co., Ltd./Chairperson
Jinling Investment Co., Ltd./Supervisor
LOTES INVESTMENT LTD./Chairperson
Lotes Suzhou Co., Ltd./Chairperson
Lotes Guangzhou Co., Ltd./Vice Chairperson
Jiayu Investment Co., Ltd./Chairperson
Ememe Robot Co., Ltd./Chairperson
Lintes Technology Co., Ltd./Chairperson
Dechuan Investment Co., Ltd./Chairperson
Associat
e
Presiden
t's office

Chu-Che
n, Yi-Hui
Spouse
Presiden
t
Ho,
Te-Yu
Brother
President Office
Assistant
deputy manager
R.O.
C.
Chu-Chen,
Yi-Hui
Female November
8, 2017
11,192 0.01% 0 0.00% 0 0 Chinese Culture University/
Department of Political Science
Lotes Co., Ltd./ Assistant deputy
manager
Jiaming Investment Ltd./Supervisor Chairpe
rson and
R&D
Director
Chu,
Te-Hsian
g
Spouse
Department of
Sales
Senior deputy
manager
R.O.
C.
Tsai, Ming-Jui Male November
15, 2007
7,051 0.00% 3,000 0.00% 0 0 Ming Chuan University/Graduate
Institute of International Business
Lotes Suzhou Co., Ltd. /Vice
President
LOTES EU GmbH /Director No No No
Department of
Finance
Manager
R.O.
C.
Liu,
Hsing-Hsia
Male June 1,
2006
3,000 0.00% 0 0 0 0 Tamkang University/Department
of Accounting
TCK Technology Co., Ltd./
Financial Manager
Ememe Robot Co., Ltd. /Director No No No
Department of
Finance
Deputy
Manager
R.O.
C.
Liang, Shih-Yi Female June 1,
2006
0 0.00% 0 0 0 0 Tamkang University/Department
of Accounting
MAEDEN INTERNATIONAL
LIMITED/Chief Accountant
None No No No
Business
Management
Deputy
Manager
R.O.
C.
Kung,
Yung-Sheng
Male May 1,
2007
21,155 0.02% 0 0 0 0 National Taiwan
University/Master of Mechanical
Engineering
Nan Juen International Co.,
Ltd./Engineering Manager
None No No No
Business
Management
Assistant
Manager
R.O.
C.
Lin,
Ching-Hao
Male July 11,
2008
5,009 0.00% 0 0 0 0 San-Chung Vocational High
School/Department of Mechanical
Engineering
STARLINK ELECTRONICS
CORP./Plant Manager
None No No No
Business
Management
Assistant
Manager
R.O.
C.
Lin, Tsun-Te Male January 1,
2010
4,500 0.00% 0 0 0 0 Tamkang University/Master of
Information Management
FOUND FAIR PLASTIC
INDUSTRIAL CO.,
LTD./Information Manager
None No No No

13

Business
Management
Auditing
Supervisor
R.O.
C.
WENG,
KUN-TANG
Male May 12,
2022
0 0.00% 0 0 0 0 National Taiwan
University/Master of Business
Administration
DaChan Food (Asia)
Limited/Auditing Office
Supervisor
None No No No
Business
Management
Assistant
Manager
R.O.
C.
Lin,
Yao-Ching
Male January 21,
2016
100 0.00% 0 0 0 0 St. John's University/ Department
of Electronic Engineering
Foxconn Technology
Group/Quality Controll Supervisor

None
No No No
Sales
Deputy
Manager
R.O.
C.
Li,
Cheng-Wen
Male January 21,
2016
6,000 0.01% 0 0 0 0 Vanung University/Department of
Electronic Engineering
Lotes Co., Ltd./Sales B Manager
None No No No
Business
Management
Assistant
Manager
R.O.
C.
Wu, Yi-Chen Male December
5, 2016
3,577 0.00% 203 0.00% 0 0 Chinese Culture University/
Department of Political Science
Lotes Co., Ltd./Sales A Manager
None No No No
Business
Management
Sales Assistant
Manager
R.O.
C.
Lin, Ko-Lun Male December
5, 2016
6,000 0.01% 0 0 0 0 National Taipei University of
Technology/Department of
Industrial Engineering and
Management EMBA
LOTES Guangzhou Co.,
Ltd./Sales Manager
None No No No
Management
Department
QR Associate
Manager
R.O.
C.
LIU,
CHIN-HONG
Male April 11,
2018
8,500 0.01% 0 0 0 0 National Taiwan University of
Science and Technology/
FIT Vice Manager
None No No No
Management
Department
Associate
Manager
R.O.
C.
HO,
CHI-HSIANG
Male April 1,
2020
4,750 0.00% 0 0 0 0 University of Michigan - Ann
Arbor/MS
FOXCONN/Engineer
Touch Micro-system / Engineer
None No No No

14

3, Remuneration of Presidents and Vice Presidents:

1. Remuneration of Directors (including Independent Directors)

2022 Unit: NT$ thousands

Title Name Directors' remuneration Directors' remuneration Directors' remuneration Directors' remuneration Directors' remuneration Directors' remuneration Directors' remuneration Directors' remuneration Ratio of total
compensation
(A+B+C+D) to net
income (%)
Ratio of total
compensation
(A+B+C+D) to net
income (%)
Sstaff receive relev Sstaff receive relev Sstaff receive relev Sstaff receive relev ant remuneration ant remuneration ant remuneration ant remuneration A, B, C, D, E, F and
G as a percentage
of net income after
tax
A, B, C, D, E, F and
G as a percentage
of net income after
tax
Remun
eration
from
non-sub
sidiary
reinvest
ments
or
parent
compan
ies
Remuneration
(A)
Severance Pay
(B)
Bonuses and
Allowances (C)
Profit Sharing-
Employee
Bonus (D)
Salaries, bonuses,
special allowances,
etc (E)
Retirement Pension (F) Remuneration of employees (G)
The
Comp
any
Cons
olidat
ed
The
Comp
any
Cons
olidat
ed
The
Comp
any
Cons
olidat
ed
The
Comp
any
Cons
olidat
ed
The
Compan
y
Consoli
dated
The
Compan
y
Consoli
dated
The
Company
Consolidated The Company Consolidated The
Compan
y
Consoli
dated

Cash

Share
Cash Share
Chairp
erson
Jiaming
Investment
Ltd.
Rept.: Chu,
Te-Hsiang
0 0 0 0 3430 3430 51 51 0.06% 0.06% 4,390 4,390 78 78 5,862 0 5,862 0 0.22% 0.22% 0
Director Jiaming
Investment
Ltd.
Rept.: Ho,
Te-Yu
Director XIE,
JIA-YING
Director QU,
JIEN-ZHO
NG
Independ
ent
Director
WANG,
REN-CHU
N
150 150 0 0 1,050 1,050 162 162 0.03% 0.03% 0 0 0 0 0 0 0 0 0.03% 0.03% 0
Indepe
ndent
Directo
r
JIANG,
YI-CHEN
Indepe
ndent
Directo
r
WU,
CHANG-
XIU
1.Please describe the policy, system, criteria and structure for the remuneration of independent directors, and the relevance of the amount of remuneration to the responsibilities, risks and
Association, the remuneration of the Company's directors and independent directors shall not exceed 3% of the Company's profits and the Board of Directors is authorized to determine th
of involvement in the Company's operations.
2.Except as disclosed in the table above, remuneration received by the directors of the Company for services rendered to all companies included in the financial statements (e.g., as consultan
time commitment involved: In accordance with Article 19 of the Company's Articles of
e remuneration of the directors and independent directors in accordance with their level
ts to non-employees) in the most recent year: None.

15

Remuneration Schedule

Range of Remuneration Name Name of Directors
Total of (A+B+C+D) Total of (A+B+C+D+E+F+G)
The Company Companies in the consolidated
financial statements
The Company Companies in the consolidated
financial statements
Below 1,000,000 XIE, JIA-YING, QU,
JIEN-ZHONG, WANG,
REN-CHUN, JIANG,
YI-CHEN, WU, CHANG-XIU
XIE, JIA-YING, QU,
JIEN-ZHONG, WANG,
REN-CHUN, JIANG,
YI-CHEN,WU,CHANG-XIU
XIE, JIA-YING, QU,
JIEN-ZHONG, WANG,
REN-CHUN, JIANG, YI-CHEN,
WU,CHANG-XIU
XIE, JIA-YING, QU,
JIEN-ZHONG, WANG,
REN-CHUN, JIANG,
YI-CHEN,WU,CHANG-XIU
1,000,0002,000,000 Chu, Te-Hsiang, Ho, Te-Yu Chu, Te-Hsiang, Ho, Te-Yu
2,000,0003,500,000
3,500,0005,000,000
5,000,00010,000,000 Chu, Te-Hsiang, Ho, Te-Yu Chu, Te-Hsiang, Ho, Te-Yu
10,000,00015,000,000
15,000,00030,000,000
30,000,00050,000,000
50,000,000100,000,000
Over 100,000,000
Total 7 7 7 7

16

(2) Remuneration of Presidents and Vice Presidents: 2021 Unit: NT$ thousands

Title Name Remunera tion (A) Severanc e Pay (B) Bonuses and Al lowances (C) lowances (C) Profit Sharing- Employee Bonus Profit Sharing- Employee Bonus Profit Sharing- Employee Bonus (D) Ratio of total compensation
(A+B+C+D) to net income
(%)
Ratio of total compensation
(A+B+C+D) to net income
(%)
Remuneration from
non-subsidiary
reinvestments or
parent companies
The Company Consolidated The Company Consolidated The Company Consolidated The Company Conso lidated The Company Consolidated

Cash

Stock
Cash Stock
President Ho, Te-Yu 36,677 36,677 1,634 1,634 0 0 39,027 0 39,027 0 1.24% 1.24% No
R&DChief Chu,Te-Hsiang
Vice
President
Kung, Yung-Sheng
Associate
Manager
Chu-Chen, Yi-Hui
Vice
President
Tsai, Ming-Jui
Vice
President
Li, Cheng-Wen
Associate
Manager
Lin, Ching-Hao
Associate
Manager
Lin, Tsun-Te
Associate
Manager
Lin, Yao-Ching
Associate
Manager
Wu, Yi-Chen
Associate
Manager
Lin, Ko-Lun
Associate
Manager
HO, CHI-HSIANG
Associate
Manager
LIU, CHI-HONG
RemunerationSchedule
Range of Remuneration Name of Presidents and Vice Presidents
The Company Companies in the consolidated financial statements
Below 1,000,000
1,000,0002,000,000
2,000,0003,500,000 LIN, TSUN-DE, LIN, YAO-CHIN LIN, TSUN-DE, LIN, YAO-CHIN
3,500,0005,000,000 CHU CHEN, YI-HUI, LIN, CHIN-HAO, LIU, CHI-HONG CHU CHEN, YI-HUI, LIN, CHIN-HAO, LIU, CHI-HONG
5,000,00010,000,000 CHU, TE-HSIANG, HE, TE-YU, GONG, YONG-SHEN, TSAI, MING-REI,
LEE, ZHENG-WEN, LIN, KE-LUN, WU, YI-CHEN, HO, CHI-HSIANG
CHU, TE-HSIANG, HE, TE-YU, GONG, YONG-SHEN, TSAI,
MING-REI, LEE, ZHENG-WEN, LIN, KE-LUN, WU, YI-CHEN, HO,
CHI-HSIANG
10,000,00015,000,000
15,000,00030,000,000
30,000,00050,000,000
50,000,000100,000,000
Over 100,000,000
Total 13 13

17

(3) Name of Managers and circumstances of distribution of employees' remuneration

2022 Unit: NT$ thousands

Title Name Shares Cash
(Note 1)
Total Ratio of Total Amount
to Net Income (%)
Managerial officers President Ho, Te-Yu 0 41,518 41,518 0.66%
R&D Chief Chu, Te-Hsiang
Management Department
Vice President
Kung, Yung-Sheng
Associate Manager Chu-Chen, Yi-Hui
Sales Div.
VP
Tsai, Ming-Jui
Management Department
Associate Manager
Lin, Ching-Hao
Management Department
Associate Manager
Lin, Tsun-Te
Management Department
Associate Manager
Lin, Yao-Ching
Management Department
Associate Manager
Lin, Ko-Lun
Management Department
Associate Manager
HO, CHI-HSIANG
Management Department
Associate Manager
LIU, CHI-HONG
Sales Div.1
Associate Manager
Wu, Yi-Chen
Sales Div.2
Associate Manager
Li, Cheng-Wen
Financing Dept.
Manager
Liu, Hsing-Hsia
Audit Director WENG, KUN-TANG
Financing Dept.
Vice Manager
Liang, Shih-Yi

Note 1: The 2022 employees remuneration is based on the proportion of 2021 employee remuneration.

(4) Compare and contrast an analysis of the total remuneration paid to the Company's Directors, Supervisors, Presidents and Vice Presidents as a percentage of net income after tax for the most recent two years by the Company and all companies in the Consolidated Statements, respectively, and describe the policies, criteria and combinations of remuneration paid, the procedures used to establish remuneration, and the correlation with operating performance and future risks.

Unit: NT$ thousands

Unit: NT$ thousands
The Company 2021 2022
The Company Total remuneration 84,635
92,511
Proportion of netprofit after tax
2.44%

1.49
Consolidated Total remuneration 84,635
92,511
Proportion of netprofit after tax
2.44%

1.49

The remuneration of the Directors and Supervisors, including travel expenses and remuneration for the distribution of earnings, is paid in accordance with the Company's Articles of Incorporation, and the remuneration of the Presidents and Vice Presidents is paid in accordance with the Company's approved principles for the payment of seniority. 4. Corporate governance operations

18

(1). Operations of the Board of Directors

The Board met 8 times in 2022, and the attendance of the Directors was as follows.

Title Name Attendance
in Person B
By
Proxy
Attendance Rate
(%)(B/A)
Remarks
Chairperson JIAMING CO. Rept.: CHU,
TE-HSIANG
8 0 100%
Director JIAMING CO. Rept.: HE, TE-YU 6 0 75%
Director XIE, JIA-YING 8 0 100% In the shareholder
meeting on 2021.7.26, a
new board of directors
was elected.
Director QU, JIEN-ZHONG 7 0 87.50%
Independent
Director
WANG, REN-CHUN 7 0 87.50% In the shareholder
meeting on 2021.7.26, a
new board of directors
was elected.
Independent
Director
JIANG, YI-CHEN 8 0 100%
Independent
Director
WU, CHANG-XIU 8 0 100%
Other matters to be recorded.
1.
The operation of the board of directors' meeting shall state the date, period, content of the motion, opinions of all
independent directors and the Company's handling of the opinions of the independent directors if any of the following
circumstances apply.
(1)The matters listed in Article 14-3 of the Securities and Exchange Act.
(2) Other than the matters listed above, any other matters resolved by the Board of Directors at a meeting of the Board
of Directors at which the independent directors objected to or reserved their opinions and for which records or
written statements are available.
2.
The recusal of a director from the implementation of an interest motion shall include the name of the director, the
content of the motion, the reasons for the recusal and the circumstances of the participation in the vote.
3.
Listed companies should disclose information on the periodicity and duration of self- (or peer) evaluation by the board
of directors, the scope, manner and content of the evaluation, and fill in Schedule 2(2) on the implementation of the
board evaluation.
An assessment of the current and most recent year's objectives for enhancing the functions of the board of directors (e.g.
establishingan audit committee,enhancinginformation transparency,etc.)and their implementation.

(2) Information on the operation of the Audit Committee

Information on the operation of the Audit Committee

The Audit Committee met 7 times (A) in the most recent year and the attendance of the independent directors was as follows

Title Name Attendance in
Person B
By Proxy Attendance Rate
(%)(B/A)
Remarks
Independent a Wang, Jen-Chun 6 0 85.71% Elected on 2021.07.26
Independent b Chiang, I-Cheng 7 0 100% Elected on 2021.07.26
Independent c Wu, Chang-Hsiu 7 0 100% Elected on 2021.07.26
Other matters to be recorded.
1. The operation of the Audit Committee shall include the date and period of the Audit Committee meeting, the content of the
resolution, the content of the objections, reservations or material recommendations of the independent directors, the
results of the Audit Committee's resolution and the Company's handling of the Audit Committee's opinion if any of the
following circumstances apply
(1)The matters listed in Article 14-5 of the Securities and Exchange Act.
(2)Matters other than those listed above which have not been approved by the Audit Committee and which have been
approved by at least two-thirds of all directors.
2. The recusal of an independent director from the implementation of an interest motion shall include the name of the
independent director, the content of the motion, the reasons for the recusal and the circumstances of the participation in
the vote.
3.Communication between the independent directors and the internal Audit Director and the accountant (including the major
issues,mannerandresults ofcommunication regarding the Company'sfinancialand business conditions).

19

(4) Corporate Governance Implementation Status and Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies”

Evaluation Item ImplementationStatus ImplementationStatus ImplementationStatus Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx Listed
Companies” and Reasons
Y N 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”?
ˇ The Code of Corporate Governance was approved by the Board
of Directors and is posted on the Company's website and the
Market Observation Post System.
None
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?

ˇ
ˇ
ˇ
ˇ
(1)
The Company has an internal spokesperson, acting
spokesperson, exclusive personnel and email address to
handle shareholder proposals or disputes in accordance
with the procedures.
(2)
The company has access to a list of the company's
major shareholders and their ultimate controllers,
which is regularly disclosed in accordance with the law
and regulations. For a list of the relevant major
shareholders, see page 47 of this Annual Report.
(3)
The Company establishes appropriate risk control
mechanisms and firewalls in accordance with internal
regulations such as control operations of subsidiaries,
endorsement and guarantee methods, lending of funds
to others, and criteria for acquisition or disposal of
assets. All business dealings with affiliates are treated
as independent third parties and unconventional
transactions are prohibited.
(4)
The Company has a "Ethical Corporate Management
Best Practice Principles", "Procedures for Handling
Material Inside Information", and a "Guidelines for the
Adoption of Codes of Ethical Conduct" to prohibit
insiders from using undisclosed market information to
purchase and sell marketable securities for improper
gain.

None
3.Composition and Responsibilities of the Board of
Directors
(1) Does the Board have a diversity policy, specific
management objectives and implementation?
ˇ (1) The Company has established the "Code of Corporate
Governance Practices" in accordance with the law, and
Article 20 stipulates that the composition of the Board of
Directors shall take into account diversity. In addition to the
fact that the number of directors who are also managers of
the Company shouldnot exceed one-third ofthe seats ofthe
The Company has no plans to
establish a functional committee
other than a remuneration
committee.
The Company has established the
Board of Directors' performance
evaluation method and will

20

Evaluation Item ImplementationStatus ImplementationStatus ImplementationStatus Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx Listed
Companies” and Reasons
Y N Abstract Illustration
(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 to report the result to the Board?
(4)
Does the company regularly evaluate the
independence of CPAs?
ˇ
ˇ
ˇ Board of Directors, the Company shall formulate an
appropriate diversity policy with respect to its own
operation, business model and development needs, which
shall include but not be limited to the following two major
criteria.
a.Basic qualifications and values: gender, age, nationality,
and culture, etc.
b.Professional knowledge and skills: professional
background (e.g., law, accounting, industry, finance,
marketing or technology), professional skills and industry
experience, etc.
Board members should generally possess the knowledge,
skills and qualities necessary to perform their duties. In
order to achieve the desired goals of corporate governance,
the Board of Directors as a whole should possess the
following competencies:
a. Operational judgment.
b. Accounting and financial analysis ability.
c. Management skills.
d. Crisis management ability.
e. Industry knowledge.
f. International market perspective.
g. Leadership skills.
h. Decision-making ability.
The Company re-elected its directors in 2021. The current
term (10th) has seven directors, all of whom are R.O.C.,
five of whom are male and two are female, including
three independent directors. The directors come from a
variety of professional backgrounds or fields of work,
including accountants, lawyers, university professors and
engineering, finance and operations management. They
have the knowledge, skills and qualities required to carry
out their duties and responsibilities, which enable them to
form the Board of Directors of the Company.
(2) In addition to the Remuneration Committee, the Company
re-elected the members of the Board of Directors and
established an Audit Committee in 2021 to replace the
Supervisory Committee. There are no plans to establish any
other functional committees.
(3) The Company has established a performance appraisal
system for the Board of Directors and has been conducting
regularperformance appraisals and reportingthe results of


conduct annual performance
evaluation on a regular basis
starting in 2020 and will submit
the results of the performance
evaluation to the Board of
Directors.

21

Evaluation Item Evaluation Item ImplementationStatus ImplementationStatus ImplementationStatus Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx Listed
Companies” and Reasons
Y N Abstract Illustration
these appraisals to the Board of Directors on an annual
basis since 2020.
(4) The Company periodically evaluates the independence of
its certified public accountants by making reference to the
evaluation criteria set forth in The Bulletin of Norm of
Professional Ethics for Certified Public Accountant of the
Republic of China No. 10 "Integrity, Objectivity and
Independence", and follows the regulations of the
competent authorities to periodically adjust the length of a
certified public accountant'slicense.
4. Are TWSE/GTSM Listed Companies staffed with suitable
and appropriate number of corporate governance
personneland designated corporate governance officers
to be responsible for corporate governance related
matters (including, but not limited to, providing
directors, supervisors with information necessary for the
execution of business,assisting directors, supervisors in
complying with lawsand regulations, conducting board
and shareholder meeting related matters in accordance
with the law, preparing minutes of board and
shareholder meetings,etc.)?

ˇ
The Company's Board of Directors appointed Liu Xingxia,
Finance Manager, to also serve as Head of Corporate
Governance on August 11, 2020, providing directors with
information necessary for the execution of their business,
handling matters related to the meetings of the Board of
Directors and shareholders in accordance with the law,
registering companies and registering changes, and
preparing minutes of the meetings of the Board of Directors
and shareholders, and other related matters.

None
5. Does the company establish a 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?

ˇ
The Company has appropriate communication channels
with its customers, suppliers, correspondent banks,
employees, investors and other relevant stakeholders. A
special section of our stakeholders' website has been set up
in FY2015 as a response to stakeholders' concerns on
important CSR issues.
None
6. Does the company appoint a professional shareholder
service agency to deal with shareholder affairs?
ˇ The Company currently appoints the Stock Agency
Department of SinoPac Securities to handle the relevant
shareholders' affairs.
None
7. Information Disclosure
Does the company have a corporate website to disclose
both financial standings and the status of corporate
governance?
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)?
Does the Company announce and report its annual
financial report within two months of the end of the
ˇ
ˇ
(1) The Company's website has disclosed information about the
Company's profile, business and investor areas and
corporate governance, and designated a person to be
responsible for disclosing financial, business and corporate
governance information about the Company on the MOPS.
(2) The Company has a exclusive personnel responsible for the
collection and disclosure of company information, and has
a spokesperson and acting spokesperson in accordance with
the regulations, and holds regular and irregular corporate
briefingsessions,and regularly publishes operational and

None
(1)
(2)
(3)

22

Evaluation Item ImplementationStatus ImplementationStatus ImplementationStatus Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx Listed
Companies” and Reasons
Y N Abstract Illustration
fiscal year, and announce and report its first, second
and third quarter financial reports and operations for
each month well in advance of the required deadline?
ˇ financial information in both English and Chinese to
enhance the transparency of company information.
(3) The Company has not announced and reported its annual
financial report within two months of the end of the fiscal
year. However, all of them were announced well in advance
of the required deadlines and reported the first, second and
third quarterly financial reports and operations for each
month.
8. Is there any other important information to facilitate a
better understanding of the 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 )?
ˇ 1. Employee rights: The Company protects the legitimate rights
and interests of its employees in accordance with the Labor
Standards Law.
2. Investor relations: The Company's website has set up an
investor section for investors to learn more about the
Company's investor-related information, and a spokesperson,
acting spokesperson and shareholder affairs units are set up
to deal with issues such as shareholder proposals or disputes.
3. Rights of interested parties: The Company respects and
protects the legal rights and interests of its interested parties.
4. Directors' and supervisors' continuing education: Company
directors and supervisors attend continuing education courses
in finance, business, etc., as required.
5. The implementation of the directors' recusal of interest
motion: The directors of the Company adhere to the principle
of a high degree of self-discipline and are not allowed to vote
on board meetings when they have an interest in a matter.
6. The company insured US$3 million in liability insurance for
directors, supervisors and managers in 2022.
7. Implementation status of customer policy: The Company has
a Quality Assurance Department and a Customer Support
Department to provide transparent and effective after-sales
services and customer complaints handling.













None
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. In order to continue to strengthen corporate governance, the Company will
make the followingimprovements in accordance with the evaluation index:

23

Evaluation Item ImplementationStatus ImplementationStatus ImplementationStatus Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx Listed
Companies” and Reasons
Y N Abstract Illustration
The Company's corporate governance rating for 2022 is 21%~35% of the previous year, and the improvement situation according to the rating index is as follows:
Criteria
Improvement
Did the company have a majority of directors (including at least one
independent director) and the convenor of the audit committee (or at least
one supervisor) personally attend the regular shareholders' meeting, and did
it disclose the attendance list in the minutes?
At the regular shareholders' meeting in 2022, 5 directors attended,
accounting for 71.4% of all directors; among them, 2 independent directors
attended (one of whom is the convenor of the audit committee), accounting
for 66.7% of all independent directors.
Does each board meeting of the company have at least two independent
directors in person?
Our company re-elected the directors on July 26, 2021, and the number of
independent directors increased from 2 to 3. In 2022, at least two directors
personally attended each board meeting.
Have all the independent directors of the company completed their training
according to the "Implementation Points for the Continuing Education of
Directors and Supervisors of Listed Companies"?
All independent directors of our company completed the statutory training
hours by the end of 2022.
Does the company's internal audit staff have at least one person with an
international internal auditor, international computer auditor or certified
public accountant certificate?
In May 2022, our company's board of directors approved the new audit
supervisor, Mr. Weng Kuntang, who holds dual certifications of international
internalauditorand computerauditor.
  • (5) Where the Company has a remuneration committee, it shall disclose its composition, duties and operations.

1.Composition of the Remuneration Committee

On July 26, 2021, the Company's Board of Directors approved the appointment of three members of the Compensation Committee, whose terms of office shall commence upon the appointment of the three members of the Compensation Committee by the Board of Directors and end on July 25, 2024, the same date as the term of office of the current Board of Directors, and shall operate in accordance with the "Compensation Committee Organization Regulations" established by the Company.

The membership of the Compensation Committee is set out in the table below.

24

April 18, 2023

April 18,2023
Qualification
ID
(Note 1) Name
Qualification (Note 2) Independence (Note 3) Number of members of
remuneration committees
of other public companies
Convener Chiang,
I-Cheng
Mechanical Engineering Professional
Learning Experience
Department
of
Mechanical
Engineering,
Chinese Culture UniversityProfessor
Convener of Remuneration Committee
No circumstances specified in Article 30 of
the Company Act.


An independent director and meets the criteria for
independence, including but not limited to not being
a director, supervisor or employee of the Company
or its affiliated companies, and not being a spouse,
second degree relative, etc.
not holding a number of shares in the Company; not
being a director, supervisor or servant of a company
with which the Company has a specified
relationship.
None
Independent
Director
Wang,
Jen-Chun
Law Professional Experience
R.O.C.Lawyer,
Patent Attorney and United States Attorney
for the State of New York
Tsar and Tsai Law FirmPartner
No circumstances specified in Article 30 of
the Company Act.


An independent director and meets the criteria for
independence, including but not limited to not being
a director, supervisor or employee of the Company
or its affiliated companies, and not being a spouse,
second degree relative, etc.
not holding a number of shares in the Company; not
being a director, supervisor or servant of a company
with which the Company has a specified
relationship.
None
Independent
Director
Wu,
Chang-Hsiu
Background in Accounting Studies
R.O.C.CPA
Pennsylvania accountants, tax litigation
agents, patent attorneys, corporate
sustainability managers, corporate valuers
Deashine CPA Firm/CPA
Convener of Audit Committee
No circumstances specified in Article 30 of
the CompanyAct.
An independent director and meets the criteria for
independence, including but not limited to not being
a director, supervisor or employee of the Company
or its affiliated companies, and not being a spouse,
second degree relative, etc.
not holding a number of shares in the Company; not
being a director, supervisor or servant of a company
with which the Company has a specified
relationship.
2

25

2.Responsibilities of the Remuneration Committee

The Committee shall, with the attention of the good manager, faithfully perform the following functions and submit the recommendations to the Board for discussion:

  • (1) To establish and regularly review the policies, systems, standards and structures for performance evaluation and remuneration of directors, supervisors and managers.

  • (2) To regularly evaluate and set remuneration for the directors, supervisors and managers.

3. Operation of the Remuneration Committee

  • (1) The Company's Remuneration Committee consists of three members.

  • (2) Current term of office: From Aug. 3, 2021 to Jul. 25, 2024, the 2022 Remuneration Committee met 3 times (A) and was attended by the following members:

Title Name Attendance in
Person(B)
By Proxy Attendance Rate
(%)
(/)(Note)
Remarks
Convener Chiang,I-Cheng 3 0 100% Term: 110.8.3~113.7.25
Committee
Member
Wang, Jen-Chun 3 0 100% Term: 110.8.3~113.7.25
Committee
Member
Wu, Chang-Hsiu 3 0 100% Term: 110.8.3~113.7.25
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 (eg., 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)
2. Resolutions of the remuneration committee objected to by members or subject to a qualified opinion 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

(3) The resolution of 2022 Remuneration Committee

Time Content Resolution and The Company’s Response

26

2022.3.21 (1) The company's 2021 employee and
director/supervisor remuneration.
All members present agreed that the
motion be approved as presented to the
Board of Directors of the Company for
resolution
2022.6.24 (1) The revision of the title and some articles of the
company's "Director and Supervisor Remuneration
Method".
All members present agreed that the
motion be approved as presented to the
Board of Directors of the Company for
resolution
2022.12.15 (1) To review the payment of compensation to
employees of the Company's managers for 2021.
(2) To review the payment of year-end bonuses to the
Manager for 2022.
All members present agreed that the
motion be approved as presented to the
Board of Directors of the Company for
resolution

(6)Implementation of sustainable development and how and why it differs from the Code of Practice on Sustainable Development.

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from “the Corporate Social
Responsibility Best-Practice Principles
for TWSE/TPEx Listed Companies”
and Reasons
Yes No Abstract Explanation
1. Has the company established a governance
structure to promote sustainable development
and set up a dedicated (part-time) unit to
promote sustainable development, which is
delegated by the Board of Directors to senior
management and supervised by the Board of
Directors?





ˇ 1. Our company has not yet established a governance
structure to promote sustainable development.
2. In October 2022, our company established the "ESG
Development Department" in the Guangzhou factory,
which is under the jurisdiction of the general manager's
office. To ensure that the sustainable development direction
covers aspects such as environment, society, and corporate
governance, the ESG Development Department has set up
specialized groups to collect stakeholders' concerns about
environmental protection, job safety, supply chain
management, labor human rights, operational performance,
and corporate governance. Respecting the rights and
interests of stakeholders, a dedicated area for stakeholders
is set up on the company website to appropriately respond
to their key sustainable issues.


1.In October 2022, our company
established the "ESG
Development Department"
in the Guangzhou factory,
which is under the
jurisdiction of the general
manager's office. To ensure
that the sustainable
development direction
covers aspects such as
environment, society, and
corporate governance, the
ESG Development
Department has set up

27

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from “the Corporate Social
Responsibility Best-Practice Principles
for TWSE/TPEx Listed Companies”
and Reasons
Yes No Abstract Explanation
specialized groups to collect
stakeholders' concerns about
environmental protection,
job safety, supply chain
management, labor human
rights, operational
performance, and corporate
governance. Respecting the
rights and interests of
stakeholders, a dedicated
area for stakeholders is set
up on the company website
to appropriately respond to
their key sustainable issues.
2.In the future, we will also plan
to report the ESG
implementation results to the
board of directors every year to
strengthen the board's
involvement in the company's
ESG results.
2. Does the Company conduct risk assessments on
environmental, social and corporate governance
issues related to the Company's operations and
formulate relevant risk management policies or
strategies in accordance with the materiality
principle? (Note 3)





ˇ
1. The boundary of our company's risk assessment
includes the Taiwan head office and the mainland
factories (Guangzhou factory, Zhongshan factory,
Suzhou factory).
2. Our company's "ESG Development Department"
confirms significant issues through steps such as
"identifying stakeholders", "collecting sustainable
issues", "surveying stakeholders' concerns",
"investigatingimpacts on the companyand outside",
None

28

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from “the Corporate Social
Responsibility Best-Practice Principles
for TWSE/TPEx Listed Companies”
and Reasons
Yes No Abstract Explanation
"analyzingmajor topics".
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 assess the current and future
potential risks and opportunities of climate
changes for the business and take measures to
address climate related issues?
(4)
Has the Company compiled statistics on
greenhouse gas emissions, water
consumption, and total weight of waste in
the past two years, and formulated policies
on energy conservation, carbon reduction,
greenhouse gas reduction, water use
reduction, or other waste management?

ˇ
ˇ
ˇ
ˇ (1)
1. Our company is mainly engaged in the research and
development, production and sales of electronic
connectors. Under the premise of pursuing balanced
development and sustainable operation, the safety,
health and environmental protection policy is formulated
and signed by the general manager. Externally, we
pledge our determination to protect the environment and
maintain community safety, and internally, we require
employees to enrich their professionalism, continue to
create environmentally friendly products that benefit the
public, and take safety, health and environmental
protection as the basic considerations for the company's
sustainable operation.
2.As of the printing of this annual report, our company's
factories (Guangzhou, Suzhou, and Zhongshan) have
continuously maintained the effective operation of the
ISO 14001 Environmental Management System. They
undergo regular audits by certification bodies and the
Environmental Health and Safety Committee every year.
Any deficiencies identified during these audits are
marked for improvement and are addressed through
continuous improvements under the PDCA cycle. This is
done to ensure that the Environmental Health and Safety
Management System complies with regulations and
continues to improve.



(1) None
(2) None.
(3)The company has yet to
assess the potential risks and
opportunities climate change
may pose to the business now
and in the future. As per the
Task Force on Climate-related
Financial Disclosures(TCFD)

29

Evaluation Item Implementation Status Implementation Status Implementation Status Implementation Status Implementation Status Implementation Status Implementation Status Deviations from “the Corporate Social
Responsibility Best-Practice Principles
for TWSE/TPEx Listed Companies”
and Reasons
Yes No Abstract Explanation
(2) Our factories in China have been increasing energy
efficiency by progressively replacing light fixtures
with LED lights, installing solar power for street
lights, and regularly maintaining the electrical system
to reduce power losses. These measures are expected
to decrease power usage by 1.53 million kWh. The
Zhongshan and Suzhou factories in China have
installed solar power generation equipment, which
generated a total of 1.37 million kWh in 2022.
(3) The company plans to assess the risks and
opportunities climate change presents for the business
by the end of 2023, using the framework suggested in
the Task Force on Climate-related Financial
Disclosures (TCFD) recommendations. A
comprehensive reassessment will be done every three
years, with annual reviews and updates.
(4)Our factories in Guangzhou, Suzhou, and Zhongshan
actively promote energy conservation and carbon
reduction measures, which has improved greenhouse
gas emissions. Solar power facilities have been
installed in our factories and dormitories to achieve
noiseless and pollution-free power generation. This
reduces the emission of smog, carbon dioxide, sulfur
dioxide, carbon dust, and nitrogen oxides produced by
coal-fired power plants and is beneficial for energy
conservation and carbon reduction.
recommendations, the company
will assess these risks and
opportunities by the end of
2023, undertaking a
comprehensive reassessment
every three years, and
conducting annual reviews and
updates.
(4)None.
Water Electricity Greenhousegas Waste

30

Evaluation Item Implementation Status Implementation Status Implementation Status Implementation Status Implementation Status Implementation Status Deviations from “the Corporate Social
Responsibility Best-Practice Principles
for TWSE/TPEx Listed Companies”
and Reasons
Yes No Abstract Explanation
usage
(tons)
usage
(Kwh)
emissions (tons CO2
equivalent/year)
Scope
1
Scope 2 Scope 3 Hazardous Non-hazardous
2021 539,154 64,001,760 158,047
7,712 62,018 88,317 26 10,489
2022 584,123 69,010,794 130,335
3,434 39,435 87,466 50 12,644
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 establish and implement
reasonable employee benefits (including
compensation, vacation and other benefits)
and appropriately reflect operating
performance or results in employee
compensation?
Are reasonable employee benefits measures
(including compensation, leave and other
benefits, etc.) in place and appropriately
reflected in employee compensation?
ˇ
ˇ
(1)The Company recognises and adheres to
international human rights conventions including
the United Nations Universal Declaration of
Human Rights, the International Labour
Organisation Convention and supports the United
Nations Framework for Protection, Respect and
Remedy: Business and Human Rights and its
Guiding Principles. We actively comply with
human rights and labour rights legislation in all
our locations, the Responsible Business Alliance
Code of Conduct (RBA) and the requirements of
our customers, and have established policies on
management systems, working hours, wages,
anti-discrimination and harassment, gender
equality at work...etc. to ensure that our
commitments are met. In addition to explaining
the Company's policy and position to employees
through announcements, events, literature,
meetings, etc., the Company also educates
employees on the importance of human rights
protection and labour rights and related
information through various channels, such as
training for new employees and training for
current employees.
None
None

31

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from “the Corporate Social
Responsibility Best-Practice Principles
for TWSE/TPEx Listed Companies”
and Reasons
Yes No Abstract Explanation
(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?

ˇ
(2) The Company has established relevant employee
welfare measures and reflected its operating
performance in the employee bonus in accordance
with the Company's Articles of Association.
1.Employee bonus: The bonus will be distributed
according to the company's operation and
individual performance as an incentive.
2.Year-end bonuses, gifts (or presents) for the three
festivals.
3.Labour insurance and health insurance.
4.Leave system in accordance with the Labour
Standards Law.
5.Monthly pension in accordance with the law.
6.Nursing room available.
7.The Welfare Committee is authorized to provide
birthday gifts, wedding gifts, childbirth gifts,
funeral benefits, etc. to employees.
8.The Welfare Committee is authorized to provide
birthday gifts, wedding gifts, childbirth gifts,
funeral benefits, etc. to employees.
(3)The Company attaches great importance to the safety
and health of its employees in the workplace, and the
relevant protective measures and their implementation
are as follows.
(1)The Company has established management measures
for occupational safety and health, prevention and
treatment of occupational hazards, and various
environmental protection measures such as waste
storage management, in order to protect the safety of
employees and avoid environmental pollution.
(2)All items that may have an impact on the
environment and safety are prepared on a daily basis,
and we are able to respond immediatelyin the event

32

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from “the Corporate Social
Responsibility Best-Practice Principles
for TWSE/TPEx Listed Companies”
and Reasons
Yes No Abstract Explanation
(4) Does the company provide its employees
with career development and training
sessions?
(5)
Does the Company comply with relevant
regulations and international standards on
customer health and safety, customer
privacy, marketing and labeling of its
products and services, and has it formulated
relevant policies and complaint procedures
to protect consumer rights?
(6)
Does the Company have a supplier
management policy that requires suppliers to
comply with relevant regulations on
environmental protection, occupational
safety and health, or human rights in the
workplace, and how is it implemented?

ˇ
ˇ
ˇ
of a disaster. An emergency response team has been
set up to establish the duties and procedures of the
organisation and its staff.
(3)In order to provide a safe working environment,
prevent the occurrence of occupational disasters and
protect the safety and health of workers, the
Company has established a safety and health code of
practice and management regulations in accordance
with the Occupational Safety and Health Act and its
implementing regulations and the management
requirements of OHSAS 18000. (4) In order to
ensure the safety and health of all employees and
non-employees working in the Company's
workplace, the Company shall comply with the Code
of Practice and the Management Regulations.
(4)To ensure the safety of our employees in the
workplace, all entrances and exits of our company
are equipped with access control devices and main
entrances and exits are equipped with security
surveillance devices to ensure the safety of our
employees. Our electrical, mechanical, lift and
fire-fighting equipment are regularly inspected and
maintained in accordance with the regulations or
equipment usage rules to ensure their safety at all
times.
(5)To hold disaster prevention drills every six months to
enhance staff awareness of fire prevention, so that
they can take precautionary measures and take the
correct safety measures immediately in the event of
an incident.
(6)To conduct regular staff health checks, testing of
drinking water quality, and workplace health
promotion to maintain the health of staff in the

33

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from “the Corporate Social
Responsibility Best-Practice Principles
for TWSE/TPEx Listed Companies”
and Reasons
Yes No Abstract Explanation
workplace.
(7)In addition to health insurance for all employees, the
Company also provides group accident insurance to
protect the rights and interests of employees.
(4)The Company has established an annual training plan
according to each function and level, and arranged
internal and external training or OJT (On Job Training)
to enable employees to maximize their performance in
their respective positions, so that the Company and
individuals can develop and grow together.
(5)The Company has established a "Customer Complaint
Handling Operation Procedure".
The marketing and labelling of our products are in
accordance with relevant laws and international
standards.
(5) The Company has established the "Supplier Selection
Management System" and requires all suppliers to
provide products that comply with international
environmental regulations, and has established relevant
regulations in the contract. We also require our
suppliers to have a sound management structure in
terms of personnel and environmental organizations.
In addition, factory audits were conducted on suppliers.
In 2022, 59 suppliers were audited and none were
found to have significant actual or potential negative
impacts on the environment, human rights, or labor
practices.

















5.
Does the company make reference to
internationally accepted standards or
guidelines for the preparation of reports, such
as perpetual reports, which disclose
non-financial information about the company?
ˇ 1. In 2021, our company compiled a corporate sustainability
report based on the GRI Standards, which shows the
company's sustainable development performance. The
public and stakeholders can access and download this

None

34

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from “the Corporate Social
Responsibility Best-Practice Principles
for TWSE/TPEx Listed Companies”
and Reasons
Yes No Abstract Explanation
Has a third party assurance or assurance
opinion been obtained on the previously
disclosed report?
information from our website
(https://www.lotes.cc/zh-tw/responsibility.php#governan
ce).
2. Third-party verification body: Grer International
Certification Co., Ltd. Applied standard: AA1000 Type 1
Moderate Assurance.
6. If the Company has its own CSR Best Practice Principles in accordance with the "Corporate Social Responsibility Best Practice Principles for
TWSE/GTSM Listed Companies", please explain the differences between them:
Although the Company does not have a CSR Best Practice Principles at the moment, its implementation is consistent with its spirit and there are no
significant differences. The Companywill implement them in the future accordingto the actual needs or regulations of the law.
7. Other important information to help understand the implementation of sustainable development.
The Company's plants in Taiwan and China continue to focus on the needs of the local community

In Taiwan: Donations to low-income households in Keelung City (NT$ 160,000), sponsorship of elderly community meals by the Keelung City
Zhonglun Volunteer Service Association (NT$ 20,000), and a contribution to a charity for Hope Primary School in India (NT$ 100,000).

In mainland China: We support impoverished university students to complete their studies by establishing the "Poverty Student Donation Aid
Study Plan". From 2021 to 2022, more than 1 million RMB has been allocated to aid over 30 poor students in completing their university studies.
By integrating with government resources, we continuously support disadvantaged groups, actively organize employees to participate in
community activities, donate supplies and funds to welfare institutions; participate in pandemic prevention and public welfare activities in
Guangdong Zhongshan City, where our factory is located, with a total donation of 500,000 RMB; donate to charity-related activities in Suzhou
XiangchengDistrict,where our factoryis located,a total of 12,000 RMB.
  1. If the Company has its own CSR Best Practice Principles in accordance with the "Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies", please explain the differences between them:

  2. Although the Company does not have a CSR Best Practice Principles at the moment, its implementation is consistent with its spirit and there are no

  3. significant differences. The Company will implement them in the future according to the actual needs or regulations of the law.

( ) Climate-related information for listed companies:

1. Implementation status of climate-related information.

1. Implementation status of climate-related information.
Item Implementation status
1. Describe how the Board of Directors and management supervise and govern climate-related risks
and opportunities.
2. Explain how identified climate risks and opportunities affect the company's business, strategy, and
finance (short-term, medium-term, long-term).
3. Describe the financial impact of extreme climate events and transition actions.
4. Explain how the identification, assessment, and management of climate risks are integrated into the
overall risk management system.
1. The company will assess the risks and opportunities
of climate change for the company according to the
TCFD recommendations announced by the Financial
Stability Committee before the end of 2023, and restart
a full assessment every three years and review it every
year.
2. The company's actual capital is less than 5 billion

35

  1. If scenario analysis is used to assess resilience to climate change risks, explain the scenarios used, parameters, assumptions, analysis factors, and major financial impacts.

  2. If there are plans to manage climate-related risks, explain the plan's content, and indicators and targets for identifying and managing physical risks and transition risks.

  3. If internal carbon pricing is used as a planning tool, explain the basis for price setting. 8. If climate-related goals have been set, explain the activities covered, the scope of greenhouse gas emissions, the planning period, annual progress, etc. If carbon offset or Renewable Energy Certificates (RECs) are used to achieve related goals, explain the source and quantity of the offset carbon amount or the quantity of RECs.

  4. Greenhouse gas inventory and assurance situation (fill in separately in 1-1).

yuan and will comply with the law to complete the carbon inventory of individual companies by 2026 and the merged report subsidiary's carbon inventory by 2027.

  1. Mainland subsidiaries have independently conducted carbon inventory and obtained ISO14064 certificates: including Guangzhou Factory (Panyu Deyi Precision Co., Ltd.), Zhongshan Factory (Zhongshan Deyi Electronics Co., Ltd.) and Suzhou Factory (Deyi Precision Electronics (Suzhou) Co., Ltd.). Mainland subsidiaries have factory production lines, so they have independently carried out carbon inventory; two factories have obtained third-party assurance.

2. Greenhouse Gas Inventory and Confirmation Situation

Basic company information
□ Companies with a capital of more than NTD 10
billion, steel industry, cement industry
□ Companies with a capital of more than NTD 5
billion but less than NTD 10 billion
■ Parent companyindividual assurance
According to the sustainable development roadmap
regulations for listed companies, at least the following should
be disclosed:
□ Parent company individual investigation ■
Consolidated financial report subsidiary assurance
□ Parent company individual investigation ■
Consolidated financial report subsidiary investigation

36

S 1 Ttl ii t CO2 Intensity (tonnes CO2e/million A bd Diti f itti Nt 3
cope oa emssons (onnes e) NTD) (Note 2) ssurance oy escrpon o assurance suaon (oe )
Parent Company N/A N/A N/A The mainland subsidiary has carried out its
own carbon investigation because of its
factory production line; two factory areas
have obtained third-party assurance.
(Subsidiary) Panyu Deyi Precision Electronics
IndustryCo.
1,747.17 0.06 SGS
(Subsidiary) Zhongshan Deyi Electronics Co. 695.45 0.02 SGS
(Subsidiary) Deyi Precision Electronics (Suzhou) Co. 991.1 0.03 N/A
Total 3,433.72 0.11
Scope 2 Total emissions (tonnes CO2e) Intensity (tonnes CO2e/million
NTD Nt 2
Assurance body Description of assurance situation (Note 3)
) (oe )
Parent Company N/A N/A N/A The mainland subsidiary has carried out its
own carbon investigation because of its
factory production line; two factory areas
have obtained third-party assurance.
(Subsidiary) Panyu Deyi Precision Electronics
IndustryCo.
19,307.21 0.71 SGS
(Subsidiary) Zhongshan Deyi Electronics Co. 15,106.96 0.55 SGS
(Subsidiary) Deyi Precision Electronics (Suzhou) Co. 5,021.07 0.18 N/A
Total 39,435.24 1.44
Scope 3 Total emissions (tonnes CO2e) Intensity (tonnes CO2e/million
NTD Nt 2
Assurance body Description of assurance situation (Note 3)
) (oe )
Parent Company N/A N/A N/A The mainland subsidiary has carried out its
own carbon investigation because of its
factory production line; two factory areas
have obtained third-party assurance.
(Subsidiary) Panyu Deyi Precision Electronics
IndustryCo.
44,133.31 1.62 SGS
(Subsidiary) Zhongshan Deyi Electronics Co. 42,493.54 1.56 SGS
(Subsidiary) Deyi Precision Electronics (Suzhou) Co. 839.02 0.03 N/A
Total 87,465.87 3.21

37

(8) The Company's performance and measures to ethical corporate management.

Evaluation Item ImplementationStatus ImplementationStatus ImplementationStatus ImplementationStatus (Note 1) Deviations from “the Ethical
Corporate Management
Best-Practice Principles for
TWSE/TPEx Listed Companies”
and Reasons
Yes No Abstract Illustration
1.
Establishment of ethical corporate management policies and
programs
(1) Does the Company have an ethical corporate management policy
that has been approved by the Board of Directors and expresses
its policies and practices on ethical corporate management in
its regulations and external documents, as well as the
commitment of the Board of Directors and senior management
to actively implement the corporate management policy?
(2) Has the Company established an assessment mechanism for the
risk of unethical conduct, and regularly analyzed and evaluated
the business activities in the scope of business with a higher
risk of unethical conduct, and formulated a plan to prevent
unethical conduct, covering at least the preventive measures
under Article 7, paragraph 2 of "Ethical Corporate
Management Best Practice Principles for TWSE/GTSM Listed
Companies"?
(3) Does the Company have defined operating procedures, conduct
guidelines, disciplinary and complaint systems for
non-compliance, and periodically review and correct the
foreclosure program in its unethical conduct prevention
program?

V
ˇ
V
(1) The Company has established the "Ethical Corporate
Management Best Practice Principles", which are based
on the business philosophy of honesty, transparency and
accountability, and has formulated policies based on
ethical integrity, and established good corporate
governance and risk control mechanisms to create a
sustainable business environment, which are disclosed on
the Company's website in 2020.
(2) The Company has procedures and conduct guidelines for
preventing unethical conduct, and will provide guidance to
employees through internal mailings and conduct
guidance sessions for directors and supervisors through
external instructors.
(3) The Company's dedicated unit shall hold an annual internal
promotion and arrange for the chairman, president or
senior management to convey the importance of integrity
to directors, employees and appointees.
The Company shall incorporate integrity management into
employee performance appraisal and human resources
policies, and establish a clear and effective system of
rewards, penalties and grievances.
The Company shall dismiss or terminate the employment
of the Company's employees in accordance with relevant
laws and regulations or in accordance with the Company's
personnel policy in the event of a significant breach of
integrity.
The Company shall disclose on the Company's internal
website the title, name, date of violation, content of the
violation, and the circumstances under which the violation
was handled.





Follow the Company's corporate
management principles.
Follow the Company's corporate
management principles.
2.
Fulfill operations integrity policy
(1)
Does the company evaluate business partners’ ethical records
and include ethics-related clauses in business contracts?
(2) Has the company established a special (part-time) unit under the
Board of Directors to promote corporate integrity
management,and regularly (at least once ayear)reports to the
V
V
(1) The Company assesses the legality and integrity of the
transactions between companies with which it has
business dealings before proceeding with subsequent
transactions. A ethical conduct clause is also included in
the signed commercial contract and is executed after
(1) Follow the Company's
corporate management
principles.

38

Evaluation Item ImplementationStatus ImplementationStatus ImplementationStatus ImplementationStatus (Note 1) Deviations from “the Ethical
Corporate Management
Best-Practice Principles for
TWSE/TPEx Listed Companies”
andReasons
Yes No Abstract Illustration
(3)
(4)
(5)
Board of Directors on its integrity management policies and
plans to prevent dishonest practices and monitor their
implementation?
Does the company establish policies to prevent conflicts of
interest and provide appropriate communication channels, and
implement it?
Hasthe Company established an effective accounting system and
internal control system for the implementation of ethical
corporate management, and has the internal audit unitdrawn up
an audit plan based on the assessment of the risk of unethical
conduct, in order to audit compliance with the plan for preventing
V
V
V inspection by the legal unit.
(2) The Company has designated the Management Department
as a dedicated unit to promote corporate integrity
management.
No material breaches of integrity were identified during
2022 and a report on the implementation of the Company's
integrity policy was reported by the Board of Directors on
March 21 2023.
(3) The Company establishes and publishes an internal
independent whistleblower or statement mailbox
[email protected] and a hotline on the Company's website
and intranet site, or commissions other external
independent organizations to provide a whistleblower
mailbox or hotline for use by internal and external
personnel of the Company.
(4) The Company has established "Procedures and Conduct
Guidelines for Integrity Management" as the basis for
compliance with the Company's internal control system,
but has not yet established an audit plan for this purpose.
(5) The Company does not regularly conduct internal training
on ethical corporate management, but from time to time,
it participates in external explanatory meetings on ethical
corporate management.



(2) Follow the Company's
corporate management
principles.
(3) Follow the Company's
corporate management
principles.
(4) Follow the Company's
corporate management
principles.
(5) The Company will evaluate
whether to conduct internal
education and training on ethical
corporate management on a
regularbasisinthefuture.

unethical conduct,or has it engaged an accountant to perform the
audit?
Does the company regularly hold internal and external
educational trainings on operational integrity?
3.
(1)
(2)
(3)
Operation of the integrity channel
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?
Does the Company have a standard operating procedure for the
investigation of the matters to be investigated, follow-up
measures to be taken after the completion of the investigation,
and relevant confidentiality mechanisms?
Does the company provide proper whistleblower protection?
V
V
V The Company has not established a specific reporting and
reward system, but encourages internal and external personnel
to report dishonest conduct or misconduct.
The Company has established and announced an internal
independent whistleblower mailbox [email protected] and a
dedicated hotline on the Company's website and intranet site
for the use of internal personnel.
The Company's personnel who handle reports shall declare in
writing that the identity of the whistleblower and the content
of the report shall be kept confidential, and undertake to
protect the whistleblower from being improperly dealt with as
a result of the report.
The Company currently conducts
the promotion of the Ethical
Corporate Management Best
Practice Principles and concepts
through its internal website. In the
future, depending on the
effectiveness of the promotion,
the Company will evaluate
whether it is necessary to establish
a reporting channel and a
disciplinary and complaint system
for violations of the Ethical
Corporate Management Best
Practice Principles.

39

Evaluation Item ImplementationStatus ImplementationStatus ImplementationStatus ImplementationStatus (Note 1) Deviations from “the Ethical
Corporate Management
Best-Practice Principles for
TWSE/TPEx Listed Companies”
andReasons
Yes No Abstract Illustration
4.
Strengthening information disclosure
Does the company disclose its ethical corporate management
policies and the results of its implementation on the company’s
website and MOPS?
V The Company currently conducts the promotion of the Ethical
Corporate Management Best Practice Principles and concepts
through its internal website.


Follow the Company's corporate
management principles.
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 between the policies and their implementation.:
The Company currently operates in accordance with the spirit of the Ethical Corporate Management Best Practice Principles, except that the Company has not established a dedicated
unit and has not established a reportingchannel and a disciplinaryand complaint system for non-compliance with Ethical Corporate Management Best Practice Principles.
6. Other important information to facilitate a better understandingof the company’s ethical corporate managementpolicies(e.g.,review and amend itspolicies).: None
  • (9) If the Company has set up corporate governance principles and relevant rules, the Company shall disclose methods for inquiry: None

  • (10) Other important information to facilitate better understanding of the Company's corporate governance activities may be disclosed here: The Company’s website.

40

(10) Implementation status of internal control system

1.Statement of internal control system

Statement of internal control system

Date: March 21, 2023

The Company's internal control system for 2022, based on the results of self-assessment, hereby states as follows:

  1. The Company knows that it is the responsibility of the board of directors and managers of the Company to establish, implement and maintain the internal control system.The Company has established such system to reasonably assure the effectiveness and efficiency of operations (including profits, performance and asset security), report reliability, timeliness, transparency and compliance with relevant regulations.

  2. An internal control system has its inherent limitations. No matter how perfect the design is, an effective internal control system can only provide reasonable assurance for the achievement of the above three objectives. Moreover, the effectiveness of internal control system may vary with the change of the environment and situation. However, the Company's internal control system has a self-monitoring mechanism. Once the deficiencies are identified, the Company will take corrective action.

  3. The Company shall judge whether the design and implementation of the internal control system are effective or not according to the assessment items for the effectiveness of the internal control system stipulated in the “Regulations Governing Establishment of Internal Control Systems by Public Companies” (the Regulations). According to the assessment items adopted therein, the internal control system is divided into five elements based on the the process of management control: (1) environment control, (2) risk assessment, (3) control operation, (4) information and communication, and (5) supervision operation. Each component element also includes several items. For the above items, please refer to the provisions of the Regulations.

  4. The Company has adopted the above internal control system to assess the items and evaluate the effectiveness of the design and implementation of the internal control system.

  5. Based on the outcome of the foregoing assessment, the Company considers that the design and implementation of its internal control system (including supervision and management of its subsidiaries) as of December 31, 2022, regarding ther understanding of the effectiveness of operations and the extent to which efficiency objectives have been achieved, report reliability, timeliness, transparency and compliance with relevant regulations, are effective and that the system can reasonably ensure the attainment of the above objectives.

  6. This statement constitutes the main content of the annual report and the prospectus of the Company and is made public. If any of the contents disclosed above is found to be false, have concealment or other illegal matters, it will involve legal liabilities under Articles 20, 32, 171 and 174 of the Securities and Exchange Act.

  7. This statement was approved by the board meeting of the Company on March 21, 2023. Among the 5 directors present, no one held opposing opinions, while the rest agree with the content o f this statement.

Lotes Co., LTD

Chairperson: Chu, Te-Hsiang

President: Ho, Te-Yu

41

  • 2.Where a certified public accountant is entrusted to examine the internal control system, the audit report shall be disclosed: N/A.

  • (11) During the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report, the Company and its internal personnel have been punished according to the law or the Company has imposed punishment on its internal personnel for violating the provisions of the internal control system, been found to have major deficiencies and made improvements: none.

  • (12) During the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report, important resolutions of the shareholders meeting and the Board of Directors meeting:

  • Contents of important resolutions of the Board of Directors and shareholders meeting

Shareholders /
Board of
Directors
Meeting
Date Important Resolutions
Board of
Directors
Meeting
2022.01.27 The company intends to give up subscribing to the cash capital increase
and stock subscription case of the subsidiary LeRain Technology Co.,
Ltd.
2022.03.03 The company plans to purchase real estate - factory land.
Board of
Directors
Meeting
2022.03.21 1. The amount and method of employee remuneration and director and
supervisor remuneration for the company in 2021.
2. The company's 2021 business report, financial statements, and
consolidated financial statements.
3. The company's 2021 profit distribution plan.
4. The proposed issuance of the company's "Internal Control System
Statement".
5. Proposal to amend some provisions of the company's "Articles of
Association".
6. Proposal to amend some provisions of the company's "Shareholders'
Meeting Rules".
7. Proposal to amend some provisions of the company's "Acquisition or
Disposal of Assets Control Procedures".
8. The company's 2021 cash capital increase and new share issue, and
the first unsecured convertible corporate bond issue plan in Taiwan.
9. The company plans to apply for a credit limit from the SinoPac
Commercial Bank.
10. The company proposes to change the signing accountant.
11. The company regularly evaluates the independence and suitability of
the signing accountant.
12. For the company's wholly-owned investment company in mainland
China, Panyu Deyi Precision Electronics Industrial Co., Ltd., to apply
for a credit limit of US$2 million from Citibank, the company provides a
guarantee for the mainland investment company.
13. The company's first unsecured convertible corporate bond
conversion capital increase and new share issuance in Taiwan.
14. Convene the company's 2022 regular shareholders meeting.
Board of
Directors
Meeting
2022.05.12 1. The company's 2022 Q1 financial report.
2. The company's first unsecured convertible corporate bond conversion
capital increase and new share issuance in Taiwan.
3. Proposed to appoint Mr. WENG,KUN-TANG as the company's

42

Shareholders /
Board of
Directors
Meeting
Date Important Resolutions
internal audit director.
4. The company passed a resolution at the board of directors meeting on
March 3, 2022, to purchase the Zhubei factory land. For the partial
funding required, it plans to apply for a medium- and long-term credit
limit of NT$130 million from Hua Nan Bank.
Board of
Directors
Meeting
2022.06.24 Determine the company's 2021 cash dividend ex-dividend date.
Shareholders
Meeting
2022.06.17 1. 2021 Annual Business Report and Final Account Book.
2. 2021 Profit Distribution Plan.
3. Plan to change the 2021 cash capital increase and issue new shares
and the first domestic unsecured convertible bond case.
4. Revision of some clauses of the company's "Shareholders' Meeting
Rules".
5. Revision of some clauses of the company's "Articles of
Incorporation".
6. Revision of some clauses of the company's "Acquisition or Disposal
of Assets Control Procedures".
Board of
Directors
Meeting
2022.08.11 1. The company's Q2 2022 financial report.
2. The company intends to apply for a credit limit of NT$ 500 million
from China Trust (renewal).
3. The company's subsidiary Swiss Good Enterprises Limited intends to
apply for a credit limit of USD 650,000 from Mega International
Commercial Bank, and is endorsed by the parent company LOTES
CO.,LTD..
4. The company intends to apply for a comprehensive credit limit of
NTD 300 million (renewal) and a short-term credit limit of NT$ 1 billion
(new application) from E.SUN Bank.
5. The company's plan to cancel the guarantee for its subsidiary LeRain
Technology Co., Ltd..
6. The company intends to apply for a comprehensive credit limit of
NT$ 600 million from Hua Nan Bank.
7. The company intends to handle the cash capital increase, issue new
shares, and issue the second unsecured convertible bond case
domestically.
8. The company's first domestic unsecured convertible corporate bond
conversion capital increase and new share issuance matters.
Board of
Directors
Meeting
2022.08.27 1. It is proposed to set up the company's 2021 cash capital increase
employee stock option method and the distribution of new share grant
for managers and employees.
2. The company's wholly-owned subsidiary, JiaYu Investment Co., Ltd.,
intends to abandon the subscription of the cash capital increase case of
its subsidiary Lai Da Technology Co., Ltd.

43

Shareholders /
Board of
Directors
Meeting
Date Important Resolutions
Board of
Directors
Meeting
2022.11.10 1. The company's Q3 2022 financial report.
2. The company's first domestic unsecured convertible corporate bond
conversion capital increase and new share issuance matters.
3. The company intends to handle the cash capital increase, issue new
shares, and issue the second unsecured convertible bond case
domestically.
Board of
Directors
Meeting
2022.12.15 1. The company's 2022 employee remuneration and 2023 year-end
bonus distribution plan for managers.
2. Proposed amendment to the company's "Major Internal Information
Handling and Control Procedures".
3. The company's 2023 internal audit plan schedule.
4. The company intends to rent a house from Mr. Chu Te-Hsiang, a
relatedperson of the company.
Board of
Directors
Meeting
2023.03.01 It is proposed to establish the company's 2023 cash capital increase
employee stock option plan and distribution of new share grants to
managers and employees.
Board of
Directors
Meeting
2023.03.21 1. The company's 2022 employee and director remuneration amount and
method.
2. The company's 2022 business report, financial statements, and
consolidated financial statements.
3. The company's 2022 profit distribution plan.
4. Proposal to issue the company's "Internal Control System Statement".
5. Proposed amendment to some articles of the company's "Corporate
Governance Practice Guidelines".
6. The company's regular assessment of the independence and suitability
of the signing auditor.
7. The company intends to apply to Taipei Fubon Commercial Bank for
a comprehensive credit limit of USD 25 million (renewal) and a
derivative financial product transaction limit of USD 5 million
(renewal).
8. The company's first domestic unsecured convertible corporate bond
conversion capital increase and new share issuance matters.
9. The company intends to invest in a Vietnamese subsidiary to enhance
the group's capacity adjustment flexibility, reduce the risk of excessive
concentration of the group's capacity, and expand the group's business
layout in the Southeast Asian market.
10. Conveningthe company's 2022 annual shareholder meeting.

2.Review of the implementation of matters resolved at the 2022 annual general meeting of shareholders

Shareholders MeetingResolutions Implementation Status
1. 2021 Annual Business Report and Final Account
Book.
The company's 2021 operating income was NT$ 21,391,917
thousand, net profit was NT$ 3,472,202 thousand, and
earningsper ordinaryshare was NT$33.32.
2. 2021 Profit Distribution Plan. Accordingto the resolution,a cash dividend of NT$ 16per

44

share is distributed, and a cash dividend of NT$ 1,695,646 thousand is distributed. 3. Revision of some clauses of the company's Execute as resolved. "Shareholders' Meeting Rules". 4. Revision of some clauses of the company's "Articles Execute as resolved. of Incorporation". 5. Revision of some clauses of the company's Execute as resolved. "Acquisition or Disposal of Assets Control Procedures".

  • (13) During the most recent fiscal year and as of the date of publication of the annual report, the directors or supervisors disagreed with the Board of Directors on the adoption of a significant resolution and there is a record or written statement to the effect: none.

  • (14) During the most recent year and as of the date of this annual report, the resignations and terminations of the Company's chairperson, president, accounting supervisor, finance supervisor, internal audit supervisor and research and development supervisor were summarized as follows: None.

5. Accountants’ Information

  • (1) Information on CPA professional fees:
Unit: NT$ thousand
Audit Fee
Non-audit
Fee
Total
Remarks
6,425
0
6,425
Non-audit fee for
accountants to review
CB's submission

450
450Transfer Pricing and
Master File Reporting
Unit: NT$ thousand
Audit Fee
Non-audit
Fee
Total
Remarks
6,425
0
6,425
Non-audit fee for
accountants to review
CB's submission

450
450Transfer Pricing and
Master File Reporting
Unit: NT$ thousand
Audit Fee
Non-audit
Fee
Total
Remarks
6,425
0
6,425
Non-audit fee for
accountants to review
CB's submission

450
450Transfer Pricing and
Master File Reporting
Unit: NT$ thousand
Audit Fee
Non-audit
Fee
Total
Remarks
6,425
0
6,425
Non-audit fee for
accountants to review
CB's submission

450
450Transfer Pricing and
Master File Reporting
Accounting Firm Name of CPA Audit
Period
Audit Fee Non-audit
Fee
Total Remarks
KPMG Taiwan Li,Fung-Hui 2022 6,425
0

6,425

Non-audit fee for
accountants to review
CB's submission
TSAI PEI-RU 2022
KPMG Taiwan CHANG, ZHI 2022 450
450
Transfer Pricing and
Master File Reporting
  1. If the audit fee for the year of replacement of an accounting firm is less than the audit fee for the year before the replacement, the amount of the audit fee before and after the replacement and the reason shall be disclosed and the reason: N/A.

  2. If the audit fee is reduced by more than 15% from the previous year, the amount, proportion and reason for the reduction shall be disclosed: N/A.

  3. (2) Information on replacement of CPA:

  4. Regarding the former CPA:

Replacement Date March 21, 2022 March 21, 2022 March 21, 2022 March 21, 2022 March 21, 2022
Replacement reasons and explanations The Company's original CPAs were Chung, Tan-Tan and LEE, FENG-HUI
from KPMG Taiwan, who were rotated to meet the requirements of Statement
of Auditing Standards No. 46, the relevant laws and regulations of the
competent securities authorities and their risk management. The Company's
CPAs have been changed to Lee,Feng-Hui and TSAI PEI-RU
Describe whether the Company
terminated or the CPA did not accept the
appointment
Parties
Status

CPA
The Company
Termination of appointment
No longer accepted
(continued) appointment
Other issues (except for unqualified
issues) in the audit reports within the last
two years
None
Differences with the company Yes Accounting principles or practices
Disclosure of Financial Statements
Audit scope or steps
Others

45

Replacement Date March 21, 2022 March 21, 2022
None
Explanations
Other Revealed Matters (Article 10,
Subparagraph 6, Item 1-4 to 1-7 of this
Standard)
None
  1. Regarding the successor CPA:
garding the successor CPA:
Name of accountingfirm KPMG Taiwan
Name ofCPA TSAI PEI-RU
Date ofappointment March 21,2022
Consultation results and opinions on accounting
treatments or principles with respect to specified
transactions and the company's financial reports
that the CPA might issueprior to the engagement.

None
Succeeding CPA’s written opinion of disagreement
toward the former CPA
None
  1. Letter of reply from the former accountants: N/A.

  2. (3) The Company’s Chairperson, CEO, CFO, and Managers in charge of its finance and accounting operations did not hold any positions in the Company’s independent auditing firm or its affiliates during the latest fiscal year :None.

  3. Transfer or pledge of shares by the company's directors, supervisors, managers and stockholders with more than 10% of the company's shares:

  4. (1) Changes in shareholding transfers by directors, supervisors, managers and substantial shareholders

Unit: shares

Title Name 2022 2022 As of April 18 of 2023 As of April 18 of 2023
Holding Increase
(Decrease)
Pledged Holding
Increase
(Decrease)
Holding Increase
(Decrease)
Pledged Holding Increase
(Decrease)
Chairman JIAMING INVESTMENT
CO. Rept.: CHU,
TE-HSIANG
0 0 0 0
Chairman's Corporate
Representative
CHU, TE-HSIANG
0 0 11,994 0
Director JIAMING INVESTMENT
CO. Rept.: HE, TE-YU
0 0 0 0
Chairman's Corporate
Representative
HE, TE-YU
0 0 19,791 0
Director XIE,JIA-YING(Note 2) 0 0 0 0
Director QU,JIEN-ZHONG(Note 2) 0 0 0 0
Independent Director WANG, REN-CHUN (Note
4)
0 0 0 0
Independent Director JIANG, YI-CHEN (Note 4) 0 0 0 0
Independent Director WU, CHANG-XIU (Note 4)
0 0 0 0
Major Shareholder JINLING
INVESTMENTCO.
0 0 0 0
President HE,TE-YU 0 0 19,791 0
Director of Research and
Development Department
CHU, TE-HSIANG
0 0 11,994 0
Assistant Manager of
President's Office
CHU CHEN, YI-HUI
0 0 6,131 0
Sales Department
Senior Vice President
TSAI, MING-REI
(3,000) 0 5,051 0

46

Title Name 2022 2022 As of April 18 of 2023 As of April 18 of 2023
Holding Increase
(Decrease)
Pledged Holding
Increase
(Decrease)
Holding Increase
(Decrease)
Pledged Holding Increase
(Decrease)
Business Management
Department
DeputyGeneral Manager
GONG, YONG-SHEN
0 0 15,155 0
Business Management
Department
Assistant Manager
LIN, CHIN-HAO
0 0 4,500 0
Business Management
Department
Assistant Manager
LIN, TSUN-DE
0 0 4,500 0
Business Management
Department
Assistant Manager
LIN, KE-LUN
0 0 6,000 0
Business Management
Department
Assistant Manager
LIN, YAO-CHIN
0 0 100 0
Assistant Manager of Sales
Division One
Sales Department
WU, YI-CHEN
0 0 2,577 0
Assistant Manager of Sales
Division Two
Sales Department
LEE, ZHENG-WEN
0 0 6,000 0
Finance Department
Manager
LIU, XIN-XIA
0 0 3,000 0
Finance Department
Deputy Manager
LIANG, SHI-YI
0 0 0 0
Audit Supervisor WENG, KUN-TANG
0 0 0 0
Business Management
Department
Assistant Manager
LIU, CHI-HONG
0 0 4,500 0
Business Management
Department
Assistant Manager
HO, CHI-HSIANG
(2,000) 0 4,750 0

(2) Information on Relative Persons Related to the Transfer of Equity.

Name Reasons for
Equity Transfer
Date Counterparties Relationship of Counterparties
to the Company, Directors,
Supervisors, Managers and
Shareholders Holding More
than 10% of the Shares
Shares Transactio
n Price
None None None None None None None
  • (3) Information on Relative Persons to the Equity Pledge: None

47

7. Relationship among the Top Ten Shareholders

April 18, 2023




April 18,2023 April 18,2023
Name Current Shareholding Spouse’s/Minor’s
Shareholding
Shareholding
by Nominee
Arrangement
Name and Relationship Between the Company’s Top Ten
Shareholders, or Spouses or Relatives Within Two Degrees
Remark
s
Shares % Shares % Shares % Name Relationship
JINLING
INVESTMENT CO.
10,956,237 9.84% 0 0.00% 0 0.00% HE, TE-YU JINLING INVESTMENT CO.
Chairman
CHU,
TE-HSIANG
JINLING INVESTMENT CO.
Supervisor
JIAMING
INVESTMENT CO.
9,797,037 8.80% 0 0.00% 0 0.00% CHU,
TE-HSIANG
JIAMING INVESTMENT CO.
Chairman
CHU CHEN,
YI-HUI
JIAMING INVESTMENT CO.
Supervisor
New System Labor
Retirement Fund
8,174,759 7.34% 0 0.00% 0 0.00% None None
DUNLING
INVESTMENT CO.
5,000,000 4.49% 0 0.00% 473,899 0.43% HE, TE-YU JINLING INVESTMENT CO.
Chairman
Cathay Life Insurance
Co.
3,374,977 3.03% 0 0.00% 0 0.00% None None
DECHUANG
INVESTMENT CO.
2,951,388 2.65% 0 0.00% 27,920 0.03% CHU,
TE-HSIANG
JIAMING INVESTMENT CO.
Chairman
Deutsche Bank custodian
Robb Technology
Investment Account at
Swedbank
2,462,320 2.21% 0 0.00% 0 0.00% None None
Old Labor Retirement
Fund
2,389,226 2.15% 0 0.00% 0 0.00% None None
Standard Chartered
Swayde Bank Robb
Global Fund
1,949,337 1.75% 0 0.00% 0 0.00% None None
Allianz Taiwan
Technology Investment
Trust (TSTIT) under the
trusteeship of South
China Commercial Bank
1,746,871 1.57% 0 0.00% 0 0.00% None None
  1. Information on the number of shares of the company invested by the company, any of the company’s directors and supervisors and executive officers or a company directly or indirectly controlled by the company and consolidated percentage of shareholding:

The Company's shareholdings in the investee companies are 100% owned by the Company and no joint shareholding with others or other companies has occurred.

48

IV. Capital Overview

1. Capital and shares

(1). Source of capital

Unit: thousand shares/ $ thousand

Unit: thousand shares/$thousand Unit: thousand shares/$thousand Unit: thousand shares/$thousand
Date Insuranc
e Price
(NT$)
Authorized Capital Paid-in Capital Remarks
Shares Amount Shares Amount Sources of Capital (NT$) Capital
Increased by
Assets Other
than Cash
Other
1987.12 5,000 5,000 $5 million capital stock of
establishment
Jian-San-Ding-Zi Letter
No. 344438 dated
December 1,1987
1998.09 10,000
2.5

25,000

2.5

25,000
Cash capital increase of
$20 million
Jian-San-Ding-Zi Letter
No. 230910 dated
September 22,1998
2004.09 10 12,012
120,120

12,012

120,120
Cash capital increase of
$95.12 million
Jing-Zhong-Zi Letter No.
09332670500 dated
September 3,2004
2004.10 10 44,500
445,000

44,500

445,000
Cash capital increase of
$324.88 million
Jing-Zhong-Zi Letter No.
09332928790 dated
October 27,2004
2004.12 18 49,400
494,000

49,400

494,000
Cash capital increase of
$49 million
Jing-Zhong-Zi Letter No.
09333306580 dated
January6,2005
2005.10 10 61,000
610,000

52,320

523,200
Capitalization of retained
earnings of $29.2 million
Jing-Zhong-Zi Letter No.
09401205920 dated
October 17,2005
2006.08 10 61,000
610,000

55,686

556,860
Capitalization of retained
earnings of $33.66 million
Jing-Shou-Shang-Zi
Letter No. 09501181500
dated August 18,2006
2006.08 16.5 61,000
610,000

59,166

591,660
Cash capital increase of
$34.8 million
Jing-Shou-Shang-Zi
Letter No. 09501185810
dated August 23,2006
2007.03 10 61,000
610,000

60,349

603,493
Capitalization of capital
reserves of $11.83 million
Jing-Shou-Shang-Zi
Letter No. 09601038990
dated March 1,2007
2007.08 10 105,000 1,050,000
63,820

638,200
Capitalization of retained
earnings of $34.71 million
Jing-Shou-Shang-Zi
Letter No. 09601189090
dated August 6,2007
2008.01 41 105,000 1,050,000
71,174

711,740
Cash capital increase of
$73.54 million
Jing-Shou-Shang-Zi
Letter No. 09701004250
dated January14,2008
2008.08 10 105,000 1,050,000
76,232

762,327

Capitalization of retained
earnings of $50.587
million
Jing-Shou-Shang-Zi
Letter No. 09701196230
dated August 5,2008
2009.12 14.98 105,000 1,050,000
77,104

771,041

Capitalization of
employee stock warrants
of$8.714 million
Jing-Shou-Shang-Zi
Letter No. 09801280550
dated December 7,2009
2010.02 116.5 105,000 1,050,000
83,104

831,041
Cash capital increase of
$60 million
Jing-Shou-Shang-Zi
Letter No. 09901038450
dated March 2,2010
2010.09 140 105,000 1,050,000
93.104

931.041
Cash capital increase of
$100 million
Jing-Shou-Shang-Zi
Letter No. 09901213910
dated September 23,2010
2011.01 10.98 105,000 1,050,000
93.313

933.139

Capitalization of
employee stock warrants
of$2.098 million
Jing-Shou-Shang-Zi
Letter No. 10001008880
dated January17,2011
2011.08 10.98 105,000 1,050,000
93,477

934,779

Capitalization of
employee stock warrants
of$1.64 million
Jing-Shou-Shang-Zi
Letter No. 10001184600
dated August 15,2011
2019.01 140 155,000 1,550,000 103,477 1,034,779 Cash capital increase of
$100 million
Jing-Shou-Shang-Zi
Letter No. 10801009430
dated January23,2019
2021.12 432 155,000 1,550,000 105,977 1,059,779 Capital increase in cash
NT$25 million
Jing-Shou-Shang-Zi
Letter No. 11001182950
dated Oct. 8,2021

49

2022.04 155,000 1,550,000 106,095 1,060,946 CB Conversion Shares Jing-Shou-Shang-Zi
Letter No. 11101057920
dated Apr. 19,2022
2022.06 155,000 1,550,00
0
106,181 1,061,80
6
CB Conversion Shares Jing-Shou-Shang-Zi
Letter No.
11101091040 dated
2022.6.2
2022.09 155,000 1,550,00
0
106.487 1,064,87
1
CB Conversion Shares Jing-Shou-Shang-Zi
Letter No.
11101168760 dated
2022.9.12
2022.12 155,000 1,550,00
0
106.876 1,068,76
2
CB Conversion Shares Jing-Shou-Shang-Zi
Letter No.
11101229790 dated
2022.9.12
2023.04 155,000 1,550,00
0
107,829 1,078,29
8
CB Conversion Shares Jing-Shou-Shang-Zi
Letter No.
11230061040 dated
2023.4.12
2023.04 660 155,000 1,550,00
0
111,329 1,113,29
8
Cash Capital Increase
NT$ 35 million
Change of registration
notyet completed

Unit: shares

Unit: shares
Share Type Authorized Capital Remarks
Issued Shares Un-issued Shares Total Shares
Registered Shares 111,329,813
43.670,187

155,000,000

Summary of information related to the reporting system: N/A. (1). Shareholder structure

(1). Shareholder structure (1). Shareholder structure
Unit: shares April 18,2023
Shareholder
structure
Item


Government
Agencies
Financial
Institutions
Other Juridical
Persons
Domestic
Natural Persons

Foreign Institutions
& Natural Persons
Total
Number of
Shareholders
4 193 73 5,601 457 6,238
Shareholding (shares) 11,240,495 22,987,595 31,854,962 9,590,770 35,655,991 111,329,813
Percentage 10.10% 20.65% 28.61% 8.61% 32.03% 100%

(2) Diffusion of ownership

April 18, 2023

Class of Shareholding
(Unit: shares)
Number of
Shareholders
Shareholding (Shares)
Percentage
1- 999
3716

322,730

0.29%
1,000- 5,000
1869
3,052,676
2.74%
5,001- 10,000
187

1,317,643

1.18%
10,001- 15,000
95

1,171,722

1.05%
15,001- 20,000
69
1,190,396
1.07%
20,001- 30,000
84

2,113,842

1.90%
30,001- 40,000
50

1,690,808

1.52%
40,001- 50,000
35

1,577,320

1.42%
50,001- 100,000
81

5,656,208

5.08%
100,001- 200,000 62
8,677,199
7.79%
200,001- 400,000 34
9,759,205
8.77%
400,001-600,000 17 8,033,697 7.22%
600,001-800,000 6 3,906,324
3.51%
800,001-,000,000
6

5,485,395

4.93%
Over 1,000,001
17

57,374,648

51.54%
Total
6,328

111,329,813

100%

50

Diversification of shareholding in preference shares: N/A. (4). List of major shareholders

Unit: shares April 18, 2023

Shares
Major Shareholders

Shares
Percentage
Jinling Investment Co., Ltd. 10,956,237 10.32%
JiamingInvestment Co.,Ltd. 9,797,037 9.23%
New System Labour Retirement Fund 7,444,367 7.01%
Dunlin Investment Co.,Ltd. 5,000,000 4.71%
CathayLifeInsurance Co. 4,930,640 4.64%
Fubon LifeInsurance Co. 4,770,937 4.49%
Dechuan Investment Co.,Ltd. 2,951,388 2.78%
Deutsche Bank Custody of Swedbank Robb Technology Investment
Account
2,600,000 2.45%
SCB Custodianshipof Swedbank Robb Global Fund 2,100,000 1.98%
Old System Labour Retirement Fund 2,029,882 1.91%

(5). Market Price per share,net worth per share,earnings per share,dividends per share,and related information for the past 2 fiscal years

Unit: NT$


s




Unit: NT$
Item Year

2021
2022 As of March 31,
2023 for the year
Market
Price
per Share
HighestMrketPrice 774 924 956
Lowest Market Price 476 556 749
Average Mrket Price 625 745 833
Net Worth
per Share

Before Distribution
130.45 130.45
After Distribution
Earnings
per Share
Weighted Average Shares (thousand
shares)
104,204 106,539
Earnings
per Share
Before adjustment 33.32 58.70
After adjustment 32.69 57.87
Dividends
per Share
Cash Dividends 16 26
Stock
Divid
ends
Dividends from Retained
Earnings
Dividends from Capital Surplus
Accumulated Undistributed Dividends
Return on
Investment
Price / Earnings Ratio 18.76 12.69
Price / Dividend Ratio 38.58 28.65
Cash Dividend Yield Rate 2.56% 3.48%
  • (6). Dividend Policy and Implementation Status

  • The Company's Articles of Incorporation provide that the Company shall set aside not less than 3% of its annual profits for the remuneration of employees and not more than 3% for the remuneration of directors and supervisors. However, if the company has accumulated losses, it shall retain the amount of compensation in advance and allocate the remuneration of employees and directors and supervisors in proportion to the above. The above-mentioned employees' remuneration may be paid in stock or cash to employees of a subsidiary company who meet certain criteria.

If there is any surplus after the final settlement of each year, the Company shall first complete the tax contribution, make up the deficit of the previous year and set aside 10% of the surplus as legal reserve, except when the legal reserve has reached the total capital; if there is any surplus and the accumulated undistributed surplus, the Board of Directors shall prepare a proposal for the distribution of the surplus and submit it to the shareholders' meeting for resolution, and the shareholders' bonus to be distributed shall not be less than 20% of the net income after tax less the amount of legal reserve.

The Company will take into account the environment and growth stage of the Company and will expand its business in the future. The distribution of earnings should take into account the Company's future capital expenditure budget

51

and capital requirements, and pay cash dividends of not less than 10% of the dividends distributed in the current year. 2.Proposed dividend distribution at the shareholders' meeting

To appropriate a cash dividend of NT$2,803,575,138 out of the 2022 surplus, to be allotted at NT$26 per share, and to authorize the Board of Directors to fix another dividend distribution base date upon the approval of the shareholders' meeting.

  • (7). Effect upon Business Performance and Earnings per Share of any Stock Dividend Distribution Proposed or Adopted at the Most Recent Shareholders’ Meeting: None.

  • (8). Employee Bonus and Directors' and Supervisors' Remuneration

  • Ratio or scope of remuneration for employees, directors and supervisors as set forth in the Articles of Incorporation: please refer to the description in (6) above.

  • The basis for estimating the amount of employee and directors’compensation, for calculating the number of shares to be distributed as employee compensation, and the accounting treatment of the discrepancy, if any, between the actual distributed amount and the estimated figure, for the current period:

  • In accordance with the Ji-Mi-Zi Interpretation Letter No. 052 of the Accounting Research and Development

  • Foundation (96), the Company estimates the amount of employee remuneration and directors' and supervisors' remuneration since January 1, 2008 and recognizes it as an appropriate accounting item under operating costs or operating expenses based on the nature of the employee remuneration and directors' and supervisors' remuneration. Any difference between the resolution of a subsequent shareholders' meeting and the estimates in the financial statements is treated as a change in estimates and recorded as profit or loss for the period.

  • Information on any approval by the board of directors of distribution of compensation:

  • (1) Amount of employee remuneration and directors' and supervisors' remuneration distributed in cash or shares. Proposed employee cash bonus of NT$221,300,000.

Proposed remuneration for directors and supervisors is NT$4,480,000.

  • (2) The amount of any employee compensation distributed in stocks, and the size of that amount as a percentage of the sum of the after-tax net income stated in the parent company only financial reports or individual financial reports for the current period and total employee compensation: the Company did not pay any employee stock dividends during the period.

  • Actual distribution of remuneration to employees, directors and supervisors during the prior year:

  • The Company's net income after tax for 2021 was $3,472,201 thousand, and the Board of Directors resolved to distribute employee remuneration of $122,062 thousand and director and supervisor remuneration of $4,480 thousand for 2022, which is the same as the actual distribution of employee, director and supervisor remuneration totaling $126,542 thousand for 2022 as resolved by the Board of Directors and reported at the 2021 Annual Meeting of Shareholders.

(9). Share repurchases: None

2. Issuance of corporate bonds:

(1)Corporate Bond

Issuance of corporate bonds:
rporate Bond
Type of corporate bond
(Note 2)
Second Unsecured Convertible Corporate Bond
Issue(Processing)Date March 9,2023
Nominal value NT$100,000
Place of issue and transaction(Note 3)
Issue Price Issued at 108.14% ofpar value
Total Amount Total denomination of the issue is NT$1 billion
Interest Rate Coupon rate 0%per annum
Term Issued for a period of three years; from March 9, 2023, to March 9,
2026.
Guaranteed Institution None
Trustee Hua Nan Commercial Bank
Underwriter Yuanta Securities Co.
SignatorySolicitors Far East United Law Firm,CHIU,YA-WEN LAWYER
CPA KPMG
Li FungFai,CPA and TSAI,PEI-RU,CPA
Repayment Method In addition to the holder of this convertible corporate bond converting
it into ordinary shares of the company according to Article 10 of this
method, or the company redeeming in advance according to Article
17 of this method or the companybuyingback from the securities

52

dealer's business place to cancel, the company will within seven
business days from the day after the maturity date of this convertible
corporate bond repay in cash at once the bond held by the bondholder
at the face value of the bond.
Unredeemedprincipal NT$1,000,000,000
Terms of redemption or early settlement If the closing price of the Company's common stock on the TWSE
exceeds the then current conversion price of the Bonds by more than
30% (inclusive) for 30 consecutive business days from the day after
the expiration of three months from the date of issuance (June 10,
2023) until 40 days prior to the expiration of the issuance period
(January 28, 2026), the Company may, within 30 business days
thereafter, send the Bonds by registered mail to (the holder of the
Bonds (as stated in the Register of Bondholders on the fifth business
day prior to the date of mailing, or by way of announcement for
holders who subsequently acquire the Bonds through trading or
otherwise) a "Notice of Call" for the expiry of the 30-day period (the
aforesaid period shall be counted from the date of mailing by the
Company and the expiry date of such period shall be the reference
date for the call of the Bonds, and the aforesaid period shall not be
the period of cessation of conversion under Article 9) The Company
shall, upon the expiry of such period, send a letter to the Counterparty
and request the Counterparty to announce and collect the Bonds from
the Bondholders in cash at their face value within five business days
after the Bond Collection Date.
2. From the day following three months after the bond issuance (June
10, 2023) until 40 days before the maturity date (January 28, 2026), if
the outstanding amount of this convertible bond is less than 10% of
the total issuance amount, the company may, at any time thereafter,
send a registered letter to the bondholders (based on the register of
bondholders five business days before the dispatch date, and for those
who subsequently acquired the bonds due to purchase or other
reasons, it will be done by announcement), a "Bond Recall Notice"
that expires in thirty days (the aforementioned period starts from the
date of dispatch by the company and ends on the bond recall
benchmark date, this period must not be during the conversion
suspension period stated in Article 9), and request the counter
purchase center to announce it. The company will recall the bonds
from the bondholders by cash according to the face value of the bond
within five business days after the bond recall benchmark date.
3. If the bondholder does not reply in writing to the company's stock
affairs agency before the bond recall benchmark date stated in the
"Bond Recall Notice" (effective upon receipt, if sent by mail, the
postmark date will be the proof), the company will redeem the bonds
in cash according to the face value of the bond within five business
days after the bond recall benchmark date.
4. If the company executes a recall request, the last date for the
bondholder to request conversion is the second business day after the
termination of the over-the-counter trading of this convertible
corporate bond.
Restricted Terms None
Name of credit rating agency, rating date,
corporate bond ratingresult
NA

53

Other Rights Amount of ordinary
shares, overseas
depositary receipts or
other marketable
securities converted
(exchanged or
warrants) as at the date
of printing of the
annual report

As of April 30, 2023, no conversions have been
completed, with each bond having a face value of one
hundred thousand New Taiwan dollars, the bond
conversion amount is zero New Taiwan dollars, and zero
ordinary shares have been converted.
Method of issue and
conversion (exchange
or share option)
Please refer to the domestic second unsecured convertible
corporate bond issuance and conversion method of our
company.
Te method of issue and conversion,
exchange or subscription, the possible
dilution of shareholdings by the terms of
issue and the effect on the interests of
existingshareholders
Based on the existing conversion price, if all remaining
corporate bonds are fully converted into ordinary shares,
the company needs to issue an additional 1,166,181
shares. The dilution rate of the share capital is 1.07%, and
the impact on shareholder's equity is limited.
Name of the custodian for the exchange of
the subject
NA

(2) Converted Corporate Bonds Information

Type of corporate debt
(Note 1)
Type of corporate debt
(Note 1)
Second unsecured conversion of corporate bonds
Item Year
Up to April 30, 2023
Convertible Corporate
Bond Market Price
Highest NT$124.85(to be renewed)
Lowest NT$111.00(to be renewed)
Average NT$117.99 (to be renewed)
Conversion Price NT$ 857.5
Issue (processing) date and conversion
price on issue
Issued on March 9, 2023, the conversion price at the
time of issuance was NT$ 862.1.
Manner of fulfilling conversion
obligations
(Note 3)
Issue of New Shares

(3)Reporting of corporate bonds issued: None.

  1. Issuance of preferred shares: None

  2. Issuance of global depository receipts: None

  3. Eemployee subscription warrants:

  4. (1) Eemployee subscription warrants

Eemployee subscription warrants:
1) Eemployee subscription warrants
Eemployee subscription warrants:
1) Eemployee subscription warrants
April 14,2018
Types of Employee Stock Option Warrants First (period)
Types of Employee Stock Option Warrants
Date ofeffectiveregistrationand total units 2007.07.30/1,253,000 units
Issue date 2007.08.13
Number of units issued 1,253,000 units
(1,253,000 common stocks)
Remaining Units Available for Issue 0
Ratio of subscribed shares issued to total number of shares
issued (Note 1)

1.34%
Subscription Period
Within five years from the actual issue date
ExerciseMethod Issuance of new shares

54

Period and ratio in which subscription is restricted 70% after 2years;

100% after3 years
Numberofshares obtained 1,245,200
Amount of the shares subscribed 17,157,901
Number of shares that have not been subscribed 7,800
Subscription price per share of the unsubscribed shares 10.98
Ratio of the number of unsubscribed shares to the number of
issued and outstanding shares

0.01%
Date of effective registration This Stock Option Warrant shall be executed over five
years after the expiration of two years from the Issue
Date.
As of December 31, 2012, the remunerative employee
stock option plan has expired and the outstanding stock
options as of the expiration date are deemed to be

waived, therefore the unexecuted portion of the stock
options no longer has anyeffect on shareholders' equity.

55

(2) The names of the managers who acquired the employee stock options and the top ten employees who acquired the stock options, the acquisition and subscription status

Unit: shares;Unit: NT$ Unit: shares;Unit: NT$ Unit: shares;Unit: NT$ Unit: shares;Unit: NT$
Title Name Number
of shares
acquired

Ratio of
the number
of
subscribed
acquired
shares to
the number
of issued
and
outstanding
shares
Implemented (by2 years) Implemented (by 3 years) Not implemented


Number
of shares
acquired
Price of
shares
acquired
Amount
of shares
acquired
Ratio of the
number of
subscribed
shares to the
number of
issued and
outstanding
shares
Number
of shares
acquired
Price of
shares
acquired
Amount
of shares
acquired
Ratio of the
number of
subscribed
shares to the
number of
issued and
outstanding
shares
Number
of
shares
acquired


Price of
shares
acquired

Amount
of shares
acquired
Ratio of
the number
of
subscribed
shares to
the number
of issued
and
outstanding
shares
Manager Vice President,
Sales Dept.

Tsai,
Ming-Jui
371,000

0.40% 259,700 14.98 3,890,306
0.28%
111,300 10.98 1,222,074
0.12%
0 0 0 0
Management
DepartmentVice
President

Lu,
Chih-Cheng
Management
DepartmentVice
President

Kung,
Yung-Sheng
Management
Department
Associate
Manager
Lin,
Ching-Hao
Financing Dept.
Manager

Liu,
Hsing-Hsia
Financing Dept.
Vice Manager

Liang,
Shih-Yi
Staff
--
-- -- -- -- -- -- -- -- -- -- -- -- -- -- --
  1. Restriction on issuning of new employee option: None

  2. Share issuance of merger company: None

56

8. Implementation of the capital utilization plan:

  • 1, Analysis of previous cash capital increases, mergers and acquisitions or the issuance of new shares or corporate bonds in acquiring other companies' shares should be recorded:

The company has never handled mergers and acquisitions or issued new shares and private securities. The actual completion dates of the company's previous cash capital increases and corporate bond issuances have not exceeded three years from the date of declaration, which was handled in 2021 for the cash capital increase and the issuance of the first domestic unsecured convertible corporate bond. The related plan contents, implementation situation, and benefits are described as follows:

(1) Project Detail and Projected Benefits

  • 1.Approval date and reference number of the competent authority: The letter No. 1100349428 and No. 11003494281 issued by the Financial Supervisory Commission on July 23, 2021.

  • 2.The total amount of funds needed for this plan: NT$ 2,234,473 thousand.

  • 3.Source of funds:

  • (1)A cash capital increase in Taiwan to issue 2,500 thousand new shares, each with a face value of NT$10 and an issue price of NT$ 432. The total amount of funds expected to be raised is NT$ 1,080,000 thousand.

  • (2)The company issued the first domestic unsecured convertible corporate bond, 10,000 in number, each with a face value of NT$ 100,000. The face interest rate is 0%, the issuance period is 3 years, and they were issued at 115.45% of the face value, raising an actual fund amount of NT$1,154,473 thousand.

4. Project Plan and Fund Usage Progress

Unit: NT$1,000

Unit: NT$1,000 Unit: NT$1,000 Unit: NT$1,000 Unit: NT$1,000 Unit: NT$1,000 Unit: NT$1,000 Unit: NT$1,000
Project Scheduled
Completion Date
Total Amount of
Funds Needed
Scheduled Progress of Fund Utilization
2021 2022 Total
Q3 Q4 Q1 Q2 Q3 Q4
Replenishing Operating
Funds
2021 Q4
1,754,473
870,935 883,538 - - - 1,754,473
Building office buildings
and storage
2022 Q4
480,000
- 48,000 96,000 120,000 120,000 96,000 480,000
Total 2,234,473
870,935

931,538
96,000 120,000 120,000 96,000 2,234,473

57

5.Expected Benefits

(1)Replenishing Operating Capital

Of the funds raised this time, NT$1,754,473 thousand is planned to be used to replenish operating capital, to cater to the company's future development needs. Based on the interest rate of the company's bank loan, which is about 1%, it is estimated that it can save an interest expense of NT$17,545 thousand each year.

(2) Construction of Office Building and Warehouse

The company plans to use NT$480,000 thousand for the construction of an office building and warehouse, to cater to the company's future operating needs and development, and to enhance overall operational management efficiency. The construction of the office building and warehouse is expected to be completed in the 4th quarter of 2022. Based on the rent price per ping in that area, it is estimated that from 2023 and onwards it can save an annual rent expenditure of about NT$41,299 thousand, which should reasonably alleviate financial burden.

  • 6.Changes to Project Content, Reasons for Change, and Expected Benefits Before and After the Change:

(1) The Board of Directors resolved to change the plan on March 21, 2022: Change of plan content and reason

The original plan was to invest NT$480,000 thousand in the construction of an office building and warehouse. However, as it was unforeseen that the construction land is on a slope, and the Keelung City Government has strict regulations on the development of sloping land, especially in terms of soil and water conservation review, it is difficult to estimate when the Keelung City Government will issue the construction permit. To make effective use of the funds, therefore, it was decided at the Board of Directors' meeting on March 21, 2022, to change the plan for using the funds raised from the issuance of new shares and the first domestic unsecured convertible corporate bond in 2021, and it is planned to use the unused NT$480,000 thousand all for replenishing operating capital, to support the company's daily operating capital needs.

Unit: NT$1,000

Project Scheduled
Completion Date
Total Amount of
Funds Needed
Scheduled Progress of Fund Utilization Scheduled Progress of Fund Utilization Scheduled Progress of Fund Utilization Scheduled Progress of Fund Utilization Scheduled Progress of Fund Utilization Scheduled Progress of Fund Utilization Scheduled Progress of Fund Utilization
2021 2022 Total
Q3 Q4 Q1 Q2 Q3 Q4
Replenishing
Operating
Funds
2022 Q2
2,234,473
870,935 883,538 - 480,000 - - 2,234,473
Total 2,234,473 870,935 883,538 - 480,000 - - 2,234,473

58

(2) Expected Benefits after the Change in the Plan

The funds raised this time, 2,234,473 thousand Yuan, are planned to be used entirely to replenish operating capital, to cater to the company's future development needs. Based on the interest rate of the company's bank loan, which is about 1%, it is estimated that it can save an interest expense of 22,345 thousand Yuan each year.

  1. Dates of Submission to the Information Reporting Website Specified by the Securities and Futures Bureau: July 23, 2021, and March 21, 2022.

(2)Execution Status, Causes of Delay, and Improvement Plan

Unit: NT$1,000
Project Performance as of the second quarter of 2022 Reasons for advancement or lagging situation and
improvementplan
Replenishing Operating Funds Amount spent Anticipated 2,234,473
The implementation has been completed in accordance
with the revised plan.


Actual 2,234,473
Actual Progress Anticipated 100.00%
Actual 100.00%

(3)Expected Benefit Achievement

To keep pace with revenue growth, our company carried out a cash capital increase, issued new shares and issued the first unsecured convertible corporate bond domestically in 2021. The fundraising was completed in the third quarter of 2021, with a total fundraising amount of NT$ 2,234,473,000, all of which was used to bolster operational capital. After the fundraising was completed, our company's own funds were further supplemented, enabling the company to promote operations without worry. This resulted in a total operating income of NT$ 8,330,867,000 in the first two quarters of 2022, a growth of 29.05% compared to the first two quarters of 2021, and an increase in earnings per share to NT$ 27.25.

Unit: NT$1,000 Unit: NT$1,000 Unit: NT$1,000
Item Year
First two quarters of 2021 (before
capital raising)
First two quarters of 2022 (before
capital raising)
Basic Financial
Information
Current Assets 6,153,269
8,617,929
Current liabilities 4,433,123
4,612,806
Total Liabilities 4,485,637
5,524,727
OperatingIncome 6,455,618
8,330,867
Net Income 795,800
1,434,893
Interest expense - bank loans 743
2,921
Earningsper share(NT$) 14.91
27.25

59

Item Year
First two quarters of 2021 (before
capital raising)
First two quarters of 2022 (before
capital raising)
Financial
Structure
Debtratio (%) 24.91
22.87
Long-term capital toproperty, plant and equipment(%) 23,304.14
6,515.91
Solvency Current Ratio(%) 138.80
186.83
Quick Ratio(%) 116.48
160.40

Note: These are self-calculated numbers by our company

After the fundraising was completed, regardless of the company's financial structure or debt repayment capability, both improved compared to before the fundraising. Furthermore, business income also saw significant growth, indicating the benefits of the cash capital increase, new share issuance, and issuance of the first unsecured convertible corporate bond domestically by the company in 2021 have already been realized.

  • 2, The following matters should be recorded for this cash capital increase, corporate bond issuance, issuance of employee stock ownership certificates or restricted employee rights new shares plan:

  • (1)Details of this fundraising and securities issuance plan

    • 1.Total amount of funds required for this plan: NT$ 3,391,377,000.

    • 2.Sources of funds:

      • (1)To carry out a domestic cash capital increase, issuing 350,000 new shares, each share with a face value of NT$ 10, each share issuance price is NT$ 660, and the total fundraising amount is NT$ 2,310,000,000.

      • (2)Issuing the second unsecured convertible corporate bonds domestically, with 10,000 bonds, each bond has a face value of NT$ 100,000, a coupon rate of 0%, a issuance period of 3 years, this convertible corporate bond adopts a competitive auction method for public offering, issued at 108.14% of the face amount, the total issuance amount is NT$ 1,081,377,000.

    • Plan project and progress of utilization

Plan project and progress of utilization Plan project and progress of utilization Plan project and progress of utilization
Unit: NT$1,000
Progress
2023
Q2

3,391,377
Project Scheduled Completion Date Total Funds Required Progress
2023
Q2
ReplenishingOperatingFunds 2023Q2 3,391,377 3,391,377

This company plans to carry out a cash capital increase, issuing 350,000 new shares, fundraising NT$ 2,310,000,000, and issuing the

60

second unsecured convertible corporate bonds domestically, with an issuance amount of NT$ 1,081,377,000. The total fundraising amount of the two combined is NT$ 3,391,377,000. The report was submitted to the Financial Supervisory Commission at the end of December 2022. According to the planned plan, after the completion of fundraising, it will start to bolster operational capital from the second quarter of 2023, and the use of funds and the expected progress should be reasonable.

4. Expected potential benefits

The total fundraising of NT$ 3,391,377,000 from this time is intended to be used entirely to bolster operational capital, to cater for the future development needs of the company. As this fundraising and the use of funds are intended for supplementing operational capital, it can reduce the amount of bank loans. Thus, based on the company's bank loan interest rate of about 1.5%, it is expected that it can save an interest expenditure of NT$ 50,871,000 each year.

61

V. Overview of Business Operations

  • 1.Description of the business

  • (1). Scope of business

  • Main business operation and sales ratio

  • (1) Main operation for businesses

    • A. Trading of various hardware parts and tool parts.

    • B. Trading, manufacturing and processing various terminals and their finished connectors.

    • C. Trading, manufacturing and processing electronic components.

    • D. Trading, manufacturing and processing precision tooling.

  • (2) Main products and their sales ratio

Unit: 1,000 NT$

2022 Net Operating Sales
Major products Sales Ratio (%)
(Note)
Connectors
(with cables)
26,414,003 97.47%
Other Electronic Components
685,131
2.53%
Total 27,099,134 100.00%

2. The Company’s current products and services

The Company’s products are various connectors and components for computers, communications, Automotive and mobile phones, and consumer electronic.

3. New products and services in planning

In order to continuously provide high quality products to clients, the Company continue to improve comprehensively on its process standard and energy in design, manufacturing process, quality control and testing, and to achieve the goals of high growth. Sparing no effort in developing new products, it keep developing towards fine pitch and high-density connectors. To match the future market trend of high speed connectors, it has recently been further developed into more actively engage in analyzing high-current, high-frequency connectors and developing capability to meet the market demand. In addition, to expand product lines and market scale, the Company had successfully developed the relevant connectors required for high-frequency server, automobiles, high-speed transmission devices and the latest transmission interface Type-C.

  • (2). Overview of the industry:

  • (1)Status and development trends of the industry

Electronic connectors (cables) refers to all the connecting elements and accessories used for electronic signals and power supplies, whose main function is to provide a separable interface between two subsystems within an electronic system to enable the smooth transmission of signals or power. As electronic connectors (wires) are considered to be the bridge for all signals and are used to connect components to each other, the quality of the product is clearly related to the reliability of the signal transmission, which in turn affects the operation of the entire electronic machine. The downstream market for electronic connector (wire) products is very broad. They are used in a wide range of applications, including chip and component connections, PCB (Printed Circuit Board) board-to-board connections, host and I/O (Input/Output) connections, external power supply and external signal connections, etc. Currently, they are mainly used in personal computer (PC) and peripheral, network communications, automotive electronics (AE), green energy, consumer electronics, etc. Peripherals, network communications, automotive electronics, green energy, consumer electronics, etc.

According to Bishop's 2021 statistics, after the easing of the COVID-19 pandemic, the global value of connector production in 2021 was 77.8 billion US dollars, an increase of 24.1% from the 62.7 billion US dollars in 2020. In 2021, all market sectors experienced significant growth, with the industrial sector showing the largest increase, up 29.9%, followed by the communications and transportation industries, which grew by 26.2%.

62

==> picture [422 x 256] intentionally omitted <==

Source: Bishop

Domestic connector factories have long been deeply reliant on the 3C industry such as NB/PC. With the recent softening of the NB/PC market, many manufacturers have not only been developing automation to reduce costs, but in recent years they have also been actively positioning themselves, beginning diversified operations and cross-industry layouts. From the perspective of terminal applications, efforts of Taiwanese manufacturers can be seen in electric vehicles, servers, industrial automation, medical, etc. With the efforts of Taiwanese manufacturers, they have gradually begun to see results, progressively shaking off the dependence on the 3C industry.

The Asia-Pacific region is the largest producer of 3C electronics and also the largest consumer of wire-to-board connectors in the world. It is estimated that the demand will be even more vigorous. In the future, 3C electronics will be characterized by miniaturization, integrated functions, and low energy consumption. Currently, the material selection, product design, and size of wire-to-board connectors are still continuously improving. In the future, enterprises with strong innovation capabilities in wire-to-board connectors will have more developmental advantages. With the rapid development of the Internet of Things and smart manufacturing, it is expected that the global market size of wire-to-board connectors will grow at an average compound annual growth rate of 4.8% from 2022 to 2026.

With the saturation of these markets, many connector companies are now moving to other electronic product markets. In recent years, the connector companies have stepped up their operations in the fields of 8 electric vehicles, 5G infrastructure and high-current connectors for smart grid.

(a) High Frequency and High Speed Technology The future is the generation of 5G high-speed and high data capacity communication network, and the network world is everywhere. Compared with the previous generation of mobile networks, 5G communication will carry the technology of large data and high transmission efficiency, so in the era of 5G Internet, the connector technology also needs to enhance the "speed" function. The number of 5G users will multiply rapidly in the future, and 2020 is also a critical time for deployment.

(b) Higher accuracy and lower cost In the future smart era, connectors will require more accuracy, such as car safety in the car network. The automotive connector market is a very large market, and with the trend toward electric vehicles, connectors will be more accurate and the market will become more popular than ever.

(c) More compact design technology In the era of high speed transmission of big data, a fiber optic equipment device may have multiple very small connectors to achieve higher performance transmission connections.

63

(d) Automated production technology With the move toward automated industrial production, connectors will become an important force in the development of modern industry with the support of precision machining technology, advanced mold design, and advanced CAD.

(2)Connection between upstream, midstream and downstream industries

==> picture [449 x 364] intentionally omitted <==

(3) Various developing trends of products

Connectors are widely used in automobile and computer peripherals application, communication data application, industrial, aerospace & defense, transportation, consumer electronics, medical, instruments, commercial equipm ent and more. However, with in-depth analysis, the strongest growths are application in automobile, communication equipment, and consumer electronics. Other applications such as computers or instruments are showing signs of saturation.

With the development of technology in the electronics industry, there are more and more diversities. In the trend of requiring high-speed, miniaturized and even energy saving electronic products, some connectors have different performance requirements than before, hence increasing the development difficulties, yet at the same time, it has become the key to whether manufacturers could survive in competitions within the industry. Meanwhile, in response to the trend of developing thinner consumer electronic devices, up to date, the thickness of connectors has been reduced to within one inch. In addition to manufacturers re-layout product designs, changing component types and implementing stronger new components, the connection between components has become significantly important. Thus the connectors in thin equipment do not only need to have the ability of high-speed data transmission, but only the structural design of high pin count and fine pitch to satisfy the dual requirements for thickness and performance of the new generation electronic devices.

(4)Competition of the products

Looking at the changes in layout of the connector industry for the past 20 years, the market share of large manufacturers continues to rise. The top ten manufacturers in global connector

64

market are TE Connectivity, Amphenol, Molex, Delphi, Foxconn Technology Group, Yazaki Corporation, JST Mfg., JAE, Hirose Electric and Sumitomo Wiring Systems, Ltd.. The U.S. is the world's largest supplier of connectors, Japan ranks second. And Foxconn Technology Group is the only domestic connector manufacturer included in the top ten connector manufacturers in the world. Domestic connector manufacturers have benefited from the recent year’s transformation of applications in different fields such as electric vehicles, NetCom servers, new high-speed transmission mechanism of Type C and industrial wire harness. And the benefits have gradually shown in profitability. Although with the rise of China’s red supply chain, the status of four major monopolies, namely the U.S., Japan, South Korea and Taiwan have begun to loosen up, international giants are fighting it through expedite consolidation and adopt expansion and saving. However for smaller scaled domestic manufacturers, with technology and production capacity, only by taking advantage of Chinese manufacturers’ advantages in market and channels could they increase their competitiveness.

(3). Overview of technologies and R&D:

  • (1) Technical levels of business operations

There are various types of connectors with continuously innovative products. Its technical development could be summarizing into two major outlines, one is the development of fine pitch and low profile, the other one is the development of high frequency. Under the market demand of high transmission speed and fine, compact, thin structured connectors, high frequency problems such as crosstalk noise, signal attenuation, electromagnetic interference, etc., have become the Company's development focus.

  • (2) R&D Overview

In order to continuously provide high quality products to clients, the Company continue to improve comprehensively on its process standard and energy in design, manufacturing process, quality control and testing, and to achieve the goals of high growth. Sparing no efforts in developing new products, it keeps developing towards fine pitch and high-density connectors. Recently, to further satisfy the market’s demand and cooperate with high-speed connector Type-C, WLAN and automotive connectors, the Company is actively cultivating the ability to analysis and experiment high frequency connectors. In addition, to expand product lines and market scale, the Company had successfully developed the relevant connectors required for NB, servers, mobile communication industry and automotive application industry.

(3) Research and development expenses for recent years and as of the publish date of prospectus


Unit: NT$ thousands

Unit: NT$ thousands

Unit: NT$ thousands
2022 2023 Q1 (Note)
R&D Costs 2,300,779
R&D Costs to Operating
Revenues
8.52%

Note: As of the date of publication of the annual report, the Company has not yet issued financial statements for the first quarter of fiscal year 2023.

(4) 2022 R&D Achievements

A Intel's new generation multi-core high-frequency server
CPU carrier (LGA 4710)
B Carrier for Intel's new generation of high-speed desktop
CPU processors (LGA 1851 SOCKET)
C
Super high-speed random access memory (SO DDR5
(NB))
D The new generation high-speed serial bus M.2 (PCIE GEN
5 specification)
  • (4). Long- and short-term business development plans:

  • A. Marketing Strategy: Develop products according to customers' individual needs.

  • B. Production Strategy: Reinforce the efficiency of production bases, reduce costs, improve instrument calibration capabilities, establish a measuring technology system and develop image measuring technology.

  • C. Development Strategy: Develop towards high-frequency and high-speed transmission connectors fields.

  • D. Financial Planning: Establish close cooperation with financial institutions, and fully make use of financing channels in capital market.

  • Long-term business development plans

  • A. Marketing Strategy: Head towards globalization and strengthen the LOTES brand.

  • B. Production Strategy: Reinforce production process and expand automated production equipment.

  • C. Development Strategy: Expand the development of connectors and related modules for the related product markets in communication industry, consumer electronics, and the automotive industry.

  • D. Financial Planning: Finance through multiple channels and fully plan funds, creating a sounded

65

financial structure

2. Overview of market, production and sales:

(1). Market analysis:

  1. Sales Region:

Market analysis:
. Sales Region:
Unit: 1,000 NT$
Year
Area

2021
2022
Amount % Amount %
Domestic 2,370,643
11.08
4,182,196
11.08
Export 19,021,274
88.92
22,916,938
88.92
Total 21,391,917 100,00 27,099,134 100,00

2. Market share

The global connector industry is on a steady rise. With the development of downstream industries and the progress of the connector industry itself, connectors have become a bridge for the stable circulation of energy and information in equipment, and the overall market size maintains a stable growth trend. According to Bishop's statistics, LOTES ranks fourth globally among computer and peripheral connector manufacturers, and nineteenth globally without considering specific industries. As the company and its subsidiaries continue to expand their business, the overall operation and market share should grow steadily.

  • (1)Global market overview

An analysis of the value trend of the global connector industry, according to data from the IEK of the Industrial Technology Research Institute (see Figure 3-1), shows that the value of the global connector industry in 109 (2020) was 57.9 billion US dollars, a year-on-year decrease of 2.2%. This is the first time a recession has occurred since 106 (2017), due to the global pandemic of COVID-19. Despite the turning of the home economy opportunities from the second half of the year 109 (2020), as production bases of international leading manufacturers like TE Connectivity, Molex, Amphenol were successively shut down under the more stringent lockdown management in China and Western countries, coupled with the global market demand for some consumer products being relatively sluggish, the momentum of the production and sales of connectors for smartphones and general vehicles significantly weakened.

Going into 2021, despite the cooling of the home economy opportunities in the second half of the year due to the obvious increase in the vaccination coverage in Western countries and China, causing the growth momentum of some 3C connector production and sales to be insufficient, the gradual recovery of economic activities in various countries and the initiation of infrastructure policies has prompted a clear rebound in the production and sales of niche application connectors or wire harness products such as network communications (for example, 5G infrastructure), semiconductor equipment, household appliances, green energy, etc. In addition, the contactless opportunities brought about by the pandemic have noticeably accelerated the development of application fields such as medical care and industrial automation, and the market penetration rate of electric vehicles and automotive electronics has also risen in phases. Therefore, it is estimated that the global connector industry's value in 2021 will reach 60 billion US dollars, a year-on-year growth rate of 3.6%, second only to 108 (2019).

==> picture [337 x 175] intentionally omitted <==

66

Data Source: Industrial Technology Research Institute (ITRI) IEK, Taiwan Economic Research Institute's Economic Database Compilation (2021.12)

Figure 3-1 Trends in the Global Connector Industry's Production Value (2)Market supply and demand situation and growth in the future

The connector market will exceed US$60 billion in 2019 and GMI estimates that it will exceed US$75 billion by 2026, representing a compound annual growth rate (CAGR) of 7.2%. Growing demand for high-speed data transmission will drive the growth of the connector industry. The global connector industry has undergone significant changes in the last decade, mainly due to the growing use of several types of connected devices. Booming telecoms, cloud computing and automotive sectors significantly increase global connector market demand, as the new pandemic, global economic slowdown and GDP declines in major economies in the first half of 2020 hinder industry growth.

Global Connectors Market Size and Annual Growth

==> picture [473 x 255] intentionally omitted <==

Resource: Global Market Insights

The connector industry has successfully penetrated the supply chains of major international companies such as NVIDIA, Amazon and Tesla in smart manufacturing, smart grid, cloud and Internet of Things, smart car, fiber optic and smart wearable applications, and has gained a significant position. In response to the surge in artificial intelligence (AI), high-definition video and audio streaming and online live streaming, and high-speed data computing and transmission applications, major manufacturers are actively launching new products that will drive a wave of server replacements in enterprises and data centres. As IOT applications such as automotive, industrial and medical applications continue to grow, Taiwanese manufacturers are actively developing connectors for AI artificial intelligence, e-sports market, smart manufacturing, Internet of Things, optical fiber, smart wear, self-driving cars, drones and other device applications. The continued evolution of various high frequency transmission interface technologies, the new trend of connector/sensor integration and the move towards soft electronics in connectors are expected to provide new drivers for the connector industry and bring a new wave of market growth.

Although the US-China trade friction has a directly negative impact on domestic connector manufacturers with China’s automobile market as their main sales (automotive connectors are listed in both the U.S and China’s additional tariff lists), and the mid to low-end 3C application businesses facing fierce competition from their Chinese peers, the main domestic connector (wiring) manufacturers, however, had not only prepare production bases globally in advance to soften the impact of unstable international political and economic situation, but also had effectively optimized their products dedicating in increasing the sales proportion of high niche application connector (wiring). Meanwhile, through providing localized and customized solutions and value-added services to local customers to enhance competitiveness, thus making the industry having certain support from production and marketing.

67

  1. Competitive niche

  2. A. Technical capabilities for quick tooling development

Connectors are assemblies of injection molded plastics and terminals. The processing technique of the plastic materials related closely to whether a fine pitch, high density and high temperature resistance semi-finished product can be produced. For the processing of terminals, in addition to considering the contact resistance and high pullout resistance of the metal materials, it has to be bended to a suitable angle per customers’ requests. In order to have connectors meet its required design and specifications and quality stability, the technical capabilities come from the design and development of molds and fixtures. The Company has years of experience in tooling development, terminal stamping and plastic injection molding, which enables us to quickly develop and design various molds and fixtures to cooperate into production. Therefore, despite the rapid market change and the diverse but small in quantity customer needs, the capabilities of new product development allows the Company to make immediate responses to the market change and have better timing.

  • B. Possession of various and numerous patents

The development of new products and the technological advancement are very important to electronic connector manufacturer, especially in the acquisition of patents to protect the company’s intellectual property rights. The Company, focusing on product research and development, has an excellent research and development team. Including internal design and development and the products developed in cooperation with customers, the Company would apply for patents for these technologies to protect the Company’s products’ competitive advantages and to avoid plagiarism from other peers within the industry. The Company currently possess over one thousand patents across Taiwan, China, U.S and other areas, and the number of patents is steadily increasing by year.

  • C. Possessing a solid source of customers that is beneficial to other new product sales

The quality of the connector products has a decisive influence on the signal transmissions between electronic devices, thus the customers having a considerable level of quality requirements and standards for suppliers. The Company's customer base includes international manufacturers of electronic products for information and communications, making the Company’s products more international, which becomes one of the bases for establishing in the industry. Currently, the Company will not only continuing to cooperate with existing clients, but also expecting to establish a more diversified customer source from application product manufacturers in order to create a more substantial source of operating income, to set the product with more international and cross-industrial features, and to enhance strength for future market expansion.

  • D. Possession of a complete production line, vertically integrating plastic molding, stamping, die and mechanical

  • components.

The Company is fully functional with R&D team designing products, stamping molds, plastic molds, and injection molding, stamping of terminals and other metal structures, electroplating processing, assembling jigs, and finished product processing, and have the Company’s precision laboratory equipment test to ensure the stability of product quality. In response to the developing trend of expediting product innovation and product differentiation, currently the Company’s research and development heads toward the developing of precision connectors with fine pitch, low height, low contact resistance, resistance to high insertion force, high insertion frequency, environmental resistance and high frequency stability. Therefore, in addition to grasping opportunities to meet market demand of having lighter, thinner, shorter and more compacted products, the Company could expand the its connector product application market providing downstream customers services with a complete product line.

  • E. The Company focuses on self-capacity expansion and development of new products

The Company has a strong R&D team, which can provide supports between the head office and subsidiaries according to project needs. Hence having the capabilities of rapid product development that allows product to be completed in three months from design to having a physical product; at the same time, possess the research and development abilities to design multiple new products at once. The Company also invest in precision experimental equipment to ensure the functional stability of the products. As for production capacities, the company is set up as a one-stop production; all steps can be completed within the Company, from design, development, manufacturing to shipment and other operations. Based on “Copy exactly”, the Company can also meet the customers’ needs of rapid production capacity expansion.

  1. Positive and negative factors for future development

  2. (1) Positive factors

  3. A. In terms of industry development trend, connectors are critical components of computer and its peripheral, mobile phones, digital cameras, PDAs, and other electronic products. The recovery of global information and communication industries will prompt the growth for demand in electronic component market; therefore, the connector industry still has considerable room to grow in the future.

  4. B. In terms of business strategy, in response to the pressure of cost competition, and considering the reduction of labor and material costs, the Company has adopted the model of dividing operations cooperating between Taiwan and China, thus maximized benefits by effectively using organization resources and reducing production costs.

  5. C. In terms of product competitiveness, the Company has complete production lines. The current produced connector products are applicate in multiple electronic industries including information and communication, and the quality of products is recognized by major manufacturers of downstream application products.

  6. (2) Negative factors

    • A. As the information industry blooms, the rapid change of related electronic product, in order to satisfy the customers’ need of diversified products; Products need to be constantly innovated, leading to the short life cycles of information products. If a company fails to launch new products in a timely manner, it will not be able to grasp market opportunities, which results in losing market competitiveness.
  7. B. Global information and communication system manufacturers are becoming larger. The Company’s capital is

68

relatively low comparing to major international manufacturers, making it difficult to carry out large-scaled new product development projects.

     - C. The wage cost of domestic labor remains high, increasing the Company's operating costs.

  - D. There are many manufacturers in the country engage in connector manufacturing. The profit are getting

  - thinner due to high product homogeneity and the fierce price cut competition from peers.

  - (3) Response to such factors

     - A. Continue to develop and improve existing products, maintain good partnership with major international manufacturer, enhance acuity to the market, fully grasp product trends, follow the growing trend of information and communication products, and to research and develop related niche products.

     - B. Strengthen strategic partnership with international manufacturers, in addition to developing new products, it is to enhance product quality and maintain customer satisfaction, and stabilize market competitiveness. Furthermore, by listing stocks, the Company may raise long-term funds in the capital market, reduce capital costs, and invest in production equipment to expand production capacity and increase research and development funds, expand the scale of operations, making the Company’s products being more competitive.

     - C.Through establishing production bases in China, the Company may engage in manufacturing connector-related products, thus to reduce production costs and reduce the impact of rising domestic wages.

     - D.In terms of design, it is focused on the particularity of products and to achieve competitive advantages in saving materials and labor.
  • (2). Usage and manufacturing processes for the main products

  • Main usage

Main products are electronic connectors, providing current and signal transmission for various electronic products.

2. Manufacturing process

==> picture [302 x 127] intentionally omitted <==

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

Product design Plastic and stamping die Plastic injection, Electroplating Quality inspection Storage and
----- End of picture text -----

69

3. The Supply Status of the Major Raw Materials

The company's main raw materials for production are copper, plastic pellets and steel. Therefore, the top suppliers with highest procurement amounts are all suppliers for copper, plastic pellets and steel. These suppliers are long-term partners for years with substantial sources. Considering the quality of raw materials, pricing and cooperation may affect the change in suppliers, there is no concentration risk for material outage due to purchasing from a small number of suppliers.

  1. A list of any suppliers and clients accounting for 10 percent or more of the company's total procurement (sales) amount in either of the 2 most recent fiscal years, the amounts bought from (sold to) each, the percentage of total procurement (sales) accounted for by each

  2. (1) Customers accounting for 10% or more of the Company's total sales in the last two years

Unit: NT$ thousands

Unit: NT$t
2021 2022 2023Q1
Item Company
Name
Amount Percentage
of net sales
for the year
(%)
Relation
With Issuer

Company
Name
Amount Percentage
of net sales
for the year
(%)
Relation
With
Issuer
Company
Name
Amount Percentage
of net sales
for the year
(%)
Relation
With Issuer
1 Company
A
2,135,875
9.98%

None
Company
A
2,679,643
9.89%

None
2 Company
B
1,572,919
7.35%

None
Company
B
2,360,149
8.71%

None
3 Company
C
1,368,583
6.40%

None
Company
C
1,754,896
6.48%

None
Others 16,314,540
76.27%
Others 16,314,540
74.92%
Total 17,291,332
100%
Total 27,099,134
100%

Note: As of the date of publication of the annual report, the Company has not yet issued its financial statements for the first quarter of 2023.

70

(2) Suppliers accounting for 10% of the Company's total shipments for the last two years

Unit: NT$ thousands

2021 2021 2022 2022 2022 2023Q1 2023Q1
Item Company
Name
Amount Percentage
of net
purchases
for the year
(%)
Relation
With Issuer

Company
Name
Amount Percentage of
net purchases
for the year
(%)
Relation
With
Issuer
Company
Name
Amount Percentage
of net
purchases
for the year
(%)
Relation
With Issuer
1 Company
A
267,064
3.37

None
Company
D
270,056
3.22%

None
2 Company
B
261,088
3.29

None
Company
A
239,376
2.85%

None
3 Company
C
253,416
3.20

None
Company E
223,217

2.66%

None
Others 4,370,409
90.14%

Others 7,811,026
91.27%

Total 7,927,626
100%

Total 8,396,303
100%

Note: As of the date of publication of the annual report, the Company has not yet issued its financial statements for the first quarter of 2023.

71

5.Production value for the past two years

The Company mainly receive orders while the reinvestment companies at a third area in China, Lotes Guanghou Co., Ltd and Lotes Suzhou Co., Ltd act mainly as production center 6. Sales value for the past two years

Unit: thousand units/ $ thousand

Unit: thousand units/$thousand Unit: thousand units/$thousand Unit: thousand units/$thousand Unit: thousand units/$thousand
Year
Sales
Volume
Major Products

2021
Domestic Sales
Export
Quantity
Quality
Quantity
Quality
2022
Export Domestic Sales Export
Quality Quantity Quality Quantity Quality Quantity Quality
Connectors & Cables 122,783
2,170,817

3,327,377

18,660,632

128,260

3,898,416

3,559,003

22,515,587
Others 3,223
199,826

10,543

360,642

3,579

283,780

9,621

401,351
Total 126,006
2,370,643

3,337,920

19,021,274

131,839

4,182,196

3,568,624

22,916,938

3. Employee information

As of March 31,2023 As of March 31,2023 As of March 31,2023 As of March 31,2023
Year 2021 2022 As of March 31, 2023
Staff Number Management 104 127 130
General staff 7,021 7333 7027
Operators 5,561 4681 3371
Total 12,686 12141 10528
Average Age 32.06 32.76 33.53
Average Seniority 3.24 3.82 4.40
Education PhD 0.07% 0.08% 0.11%
Master 0.86% 0.94% 1.07%
Bachelor 17.87% 21.32% 23.73%
High School 19.27% 15.39% 16.03%
Below 61.92% 62.26% 59.05%

4.Disbursements for environmental protection

In the most recent year and as of the date of publication of the annual report, the Company’s total amount of losses and punishments due to environmental pollution, and state counter measures for the future and possible expenses: None.

72

5. Labor relations

  • (I)Various employee welfare measures, education, training, retirement system and implementation. And

  • labor-management agreement and protection of employee rights.

  • Employee welfare measures

(1) Establish an employee welfare committee in accordance with the law and implementing all employee welfare measures such as subsidy allowance for wedding, funeral, birth, injury and gifts for labor day, Dragon Boat Festival, Mid-Autumn Festival, etc.,.

  • (2) Insured with labor insurance and national health insurance in accordance with the law to protect employees.

    1. Education and training

In order to increase employee quality and working skills, reinforce the working efficiency and quality, the Company implements pre-employment guidance and training for new employees when they arrive, conduct irregular internal education and training for all employees, and select employees for external education and training programs according to their various expertise, with expectation to cultivate outstanding professionals, and then to further increase operational performances and effectively develop and utilize human resources.

  1. Retirment system and implementation

The Company has established employee retirement measures in accordance with the “Labor Standards Act”. According to the retirement measures, the pension is calculated based on the employees’ years of service and the average salary of the six months before retirement. In accordance with regulations, the Company set aside a monthly labor retirement reserve and has it managed by the Supervisory Committee of Business Entities’ Labor Retirement Reserve, and deposits it into the Central Trust of China in the name of the committee. Since the implementation of "Labor Pension Act" on July 1st, 2005, the Company also set aside a 6% pension for employees applied to the Act.

4.Labor-management agreement and protection of employee rights

The company has always upheld the concept of labor-management harmony. All operations are conducted in accordance with the regulations of the “Labor Standards Act” with regular labor-management meetings held. Therefore, the internal communication channels are open and so far no labor disputes occurred.

(2)In the most recent year and as of the date of publication of the annual report, the Company’s losses due to labor disputes, and disclose of current and the possible future estimated amounts and measures: None.

6. Information security management

  • (1)Describe the risk management framework for IT and communications security, IT and communications security policies, specific management plans and resources devoted to IT and communications security management. 1.Risk management framework for IT security

The IT security department of the Company has four IT supervisors and several professional IT personnel, who are responsible for formulating internal IT security policies, planning and implementing IT security operations and promoting and implementing IT security policies, and reporting regularly to the Board of Directors on the Company's IT security governance.

The Company has an auditor to oversee the supervision of IT security, who is responsible for auditing and supervising the implementation of internal IT security. If deficiencies are found, the audited unit is immediately requested to propose relevant improvement plans and specific actions, and the effectiveness of the improvements is regularly tracked to reduce internal IT security risks.

Organizational operation mode - PDCA (Plan-Do-Check-Act) cycle management is adopted to ensure the achievement of reliability targets and continuous improvement.

  • 2.IT Security Policy

To enhance IT security management, the Company's IT Technology Department promotes internal control of IT security risks and is responsible for the management, supervision and verification of the Company's IT security operations...etc. The audit reports regularly to the Board of Directors on the status of IT security governance review. It covers the following four areas.

  • (1)IT Security Technology: Introduction of IT security management equipment and deepening of multi-level and in-depth defence.

(2)Systems and practices: To establish company IT security policies and IT security procedures, and to regulate the IT security behaviour of personnel.

  • (3)Employee Awareness: Conduct IT security education and drills to raise the awareness of all employees on IT security.

(4)Data backup management: Respect the 3-2-1 backup principle for data backup.

3.Specific Management Solutions

  • (1)IT Security Technology: In order to prevent various external IT security threats, we have built various IT security systems to enhance the overall security of our IT environment. In addition, regular vulnerability scans are conducted on hosts and personnel IT security management measures are implemented.

  • (2)Systems: The company's IT security policy must be followed, and necessary system updates, anti-virus software installation, password non-sharing and regular updates must be carried out to effectively block computer viruses, Trojan horses and malicious programs to provide first-line security protection.

  • (3)Staff training: Regular and irregular training/drills on IT security, creation of rewards and punishments for internal control of risk behaviours, and periodic announcements according to current events to promote awareness of IT security among all staff.

  • (4)Data backup management: at least 3 copies of important data are backed up; 2 different backup methods are

73

used, one of which is stored in an off-site server room.

4.Investing resources in IT security management

In order to implement the four major IT security policies, the following resources are invested.

  • (1)Network hardware equipment such as firewall, mail anti-virus, spam filtering, Internet behaviour analysis, network managed hubs, etc.

  • (2)Software systems such as endpoint protection system, backup management software, VPN authentication and encryption software, etc.

  • (3)Invest in Human resources such as: daily system status checks, weekly backups and off-site storage of backup media, at least two IT security education courses per year, annual system disaster recovery exercises, annual internal audits of IT cycles, audits by accountants, etc.

  • (4)Invest in IT security personnel: One IT security supervisor and two IT security personnel, responsible for IT security structure design, IT security maintenance and monitoring, IT security incident response and investigation, IT security policy review and revision, the IT security supervisor reports to the board of directors at least once a year.

  • (2)To set out the losses suffered, the possible impact and the measures taken in response to major information and communications security incidents in the most recent year and up to the date of printing of the annual report, and to state the facts that cannot be reasonably estimated if they cannot be reasonably estimated.

  • The Company has not suffered any loss as a result of an information and communications security incident up to the date of publication of the annual report.

7. Important contracts

Nature Contracting Parties Contract start/end date Major Content Restrictive
Clauses
Borrowing
Agreement
E.SUN Commercial Bank Ltd. 2022.06.28~2023.06.28 Credit line None
Borrowing
Agreement
E.SUN Commercial Bank Ltd. 2022.08.09~2023.08.09 Dividend Project None
Borrowing
Agreement
Bank Sinopac Co., Ltd. 2022.06.10~2023.06.30 Credit line None
Borrowing
Agreement
CTBC Bank Co., Ltd. 2022.08.31~2023.08.31 Credit line None
Borrowing
Agreement
Hua Nan Commercial Bank Ltd. 2021.10.29~2022.10.29 Credit line None
Borrowing
Agreement
Taipei Fubon Commercial Bank Co.,
Ltd.
2022.03.08~2023.03.08 Credit line None

74

VI. Overview of Financial Status

1. A condensed balance sheet and statement of comprehensive income for the last five years with the name of the accountant and his or her audit opinion

(1) Condensed balance sheet

1. Adoption of International Financial Reporting Standards (IFRS) - Consolidated Statements

Year
Item
Year
Item
Financial Summary for The Last Five Years Financial Summary for The Last Five Years Financial Summary for The Last Five Years Financial Summary for The Last Five Years Financial Summary for The Last Five Years Financial
information as of
March 31, 2022
(Note)
2018 2019 2020 2021 2022
Current assets 11,400,712
13,054,559
13,054,559 16,959,937 22,090,479
Property, Plant and Equipment 3,514,714
4,495,974

4,495,974

6,882,186
8,871,880
Intangible assets 99,789
155,510

155,510

205,584

182,069

Other assets 388,701
661,820
661,820 822,486 775,192
Total assets 16,280,192
19,282,895
19,282,895 26,419,391
33,295,640
Current
liabilities
Before distribution 3,876,478 3,630,746 4,580,880 7,004,306 8,097,597
After distribution 4,776,736 4,717,264 5,957,136 8,699,952 Not yet
distributed
Non-current liabilities 104,221
222,456
222,456 1,360,381
869,430
Total
liabilities
Before distribution 3,918,726
3,734,967

4,803,336

8,364,687

8,364,687

After distribution 4,818,984 4,821,485 6,179,952 6,669,041
Not yet
distributed
Equity attributable to shareholders
of the parent
11,815,326
13,499,198
13,499,198
16,682,481

22,807,309

Capital stock 1,034,779 1,034,779 1,034,779 1,059,779 1,068,762
Capital surplus 3,959,560 3,958,247 3,958,247 5,283,698 6,307,022
Retained
earnings
Before distribution 6,296,652
7,471,519

9,101,144

11,200,170

15,761,019

After distribution 5,396,394 6,385,001 7,724,888 9,504,524
Not yet
distributed
Other equity interest (650,532) (594,972) (594,972) (682,333) (339,030)
Treasury stock 0 0 0 0 0
Non-controlling interest 729,899 980,361
980,361

1,192,223
1,701,304
Total equity Before distribution 9,871,482
12,545,225
14,479,559 18,054,704
24,508,613
After distribution 8,971,224 11,458,707 13,103,303 16,359,058 Not yet
distributed

Note: Quarterly report for the first quarter has not yet been issued as at the date of publication.

2.Adoption of International Financial Reporting Standards (IFRS) - Individual Statements


Item
Year Financial Information for the Last Five Years Financial Information for the Last Five Years Financial Information for the Last Five Years Financial Information for the Last Five Years Financial Information for the Last Five Years
2018 2019 2020 2021 2022
Current assets 4,456,296
5,476,170

5,643,845

7,648,068

11,060,372
Property, Plant and Equipment 51,342
63,428

58,276

58,354

296,550
Intangible assets 30,628
50,937

97,583

82,534

59,895
Other assets 6,027
15,462

6,027

9,349
13,661
Total assets 12,734,745
14,830,921

16,395,041

20,802,281

28,706,679
Current liabilities Before
distribution
3,187,052
2,972,923

2,845,841

2,975,871

5,738,166
After distribution 4,087,310
4,059,441
4,222,097 4,671,517 Not yet
allocated
Non-current liabilities 41,535
42,672

50,002

963,929
161,222
Total liabilities Before
distribution
3,228,587 3,015,595
2,895,843

3,939,800

5,899,388

75


Item
Year Financial Information for the Last Five Years Financial Information for the Last Five Years Financial Information for the Last Five Years Financial Information for the Last Five Years Financial Information for the Last Five Years
2018 2019 2020 2021 2022
After distribution 4,128,845
4,102,113
4,272,099 2,244,154 Not yet
allocated
Equity attributable t o shareholders 9,506,158
11,815,326

13,499,198

16,862,481

22,807,309

of the parent
Capitalstock 934,779 1,034,779 1,034,779 1,059,779 1,068,762
Capital surplus 2,466,109 3,959,560
3,958,247

5,283,698

6,307,022
Retained
earnings
Before
distribution
6,296,652
7,471,519

9,101,144

11,200,170

15,761,019
After distribution 5,396,394
6,385,001
7,724,888 9,504,524 Not yet
allocated
Other equity interest (317,020) (650,532) (594,972) (682,333) (339,030)
Treasury stock 0
0

0

0

0
Non-controlling interest 0 0 0 0 0
Total equity Before
distribution
9,506,158
11,815,326

13,499,198

16,862,481

22,807,309
After distribution 8,605,900
10,728,808
12,122,942 15,166,835 Not yet
allocated

(2) Condensed statement of comprehensive income

  1. Adoption of International Financial Reporting Standards (IFRS) - Consolidated Statements
Year
Item

Financial Summary for The Last Five Years

Financial Summary for The Last Five Years

Financial Summary for The Last Five Years

Financial Summary for The Last Five Years

Financial Summary for The Last Five Years
Financial
Information
as of March
31, 2022
(Note)
2018 2019 2020 2021 2022
Operatingrevenue 13,311,518 15,088,872
17,291,332

21,391,917

27,099,134

Gross profit 4,348,869 5,467,910
6,930,195

8,557,306

15,161,454

Operating profit or loss 1,982,440 2,750,624
3,707,652

4,359,267

7.268.886

Non-operating income
and expenses
171,857 81,137
(37,650)

180,931

919,681

Profit before income tax 2,154,297 2,831,761
3,670,002

4,540,158

8,188,567

Current net profit from
continuing operations
1,708,299 2,144,468
2,835,589

3,519,031

6,406,412

Loss from discontinued
operations
0 0 0 0 0
Net profit (loss) 1,708,299 2,144,468
2,835,589
3,519,031
6,406,412

Other comprehensive
income (loss) ( income
after tax)
(56,310) (337,918)
42,913

(84,179)

345,772

Total comprehensive
income (loss)
1,651,989 1,806,550
2,878,502

3,434,852

6,752,184

Net profit attributable to
owners of the company
1,608,567 2,076,043
2,732,361

3,472,201

6,254,263

Net profit attributable to
non-controlling interests
99,732 68,425
103,228

46,830

153,149

Comprehensive income
attributable to owners of
the company
1,553,091 1,741,613
2,771,703

3,387,921

6,599,798

Comprehensive income
attributable to
non-controllinginterests
98,898 64,937
106,799

46,931

152,386

Earningsper share 17.21 20.11 26.41 33.32 58.70

Note: Quarterly report for the first quarter has not yet been issued as at the date of publication.

76

2.Adoption of International Financial Reporting Standards (IFRS) - Individual Statements

Unit: NT$ thousands


Unit: NT$thousands

Unit: NT$thousands

Unit: NT$thousands

Unit: NT$thousands

Unit: NT$thousands
Year
Item

Financial Summary for The Last Five Years
2018 2019 2020 2021 2022
Operating revenue 8,731,882
9,968,334
11,362,435
14,151,210

17,440,172
Gross profit 1,385,837
1,805,548

2,544,800

2,739,782

4,294,516
Operating profit or loss 822,567
1,230,782

1,884,003

1,986,941

3,431,537
Non-operating income and
expenses
981,503
1,126,841

1,255,369

1,953,510

3,703,836
Profit before income tax 1,804,070
2,357,623

3,139,372

3,940,451

7,135,373
Current net profit from continuing
operations
1,608,567
2,076,043

2,732,361

3,472,201

6,254,263
Loss from discontinued
operations
Net profit (loss) 1,608,567
2,076,043

2,732,361

3,472,201

6,254,263
Other comprehensive income
(loss) ( income after tax)
(55,476)
(334,430)

39,342

(84,280

345,535
Total comprehensive income
(loss)
1,553,091
1,741,613

2,771,703

3,387,921

6,599,798
Earnings per share 17.21
20.11
26.41 33.32 58.70

(3) Name of the CPAs of the last five years and their audit opinion

Year Accounting Firm Names of CPAs Audit Opinion
2018 KPMG Taiwan Chen, Fu-Wei, Chung,
Tan-Tan
Unqualified opinion
2019 KPMG Taiwan Chen, Fu-Wei, Chung,
Tan-Tan
Unqualified opinion
2020 KPMG Taiwan Li Fung-Hui, Chung,
Tan-Tan
Unqualified opinion
2021 KPMG Taiwan Li Fung-Hui, Chung,
Tan-Tan
Unqualified opinion
2022 KPMG Taiwan Li Fung-Hui, TSAI,
PEI-RU
Unqualified opinion

77

2. Five-year financial analysis

1. Adoption of International Financial Reporting Standards (IFRS) - Consolidated Statements


Item
Year Financial Analysis for the Last Five Years Financial Analysis for the Last Five Years Financial Analysis for the Last Five Years Financial Analysis for the Last Five Years Financial Analysis
as of March 31,
2022 (Note)
2018 2019 2020 2021 2022
Financial
structure%
Debt ratio (%) 28.41
22.94

24.90

31,66

26.39
Long-term capital to
property, plant and
equipment ratio (%)
295.91
359.89

327.00

282.10

284.02
Solvency% Current ratio (%) 246.79
314.00

284.97

242.13

272.80
Quick ratio (%) 186.98
255.79

227.75

181.67

225.61
Interest protection
multiples(times)
11,765.02 12,568.67 19,821.65 16,140.83 14,958.85
Operating
Ability
Receivable turnover
ratio(times)
2.77
2.67

2.68

2.72

2.77
Average collection
period
132
136

136

134

131
Inventory turnover ratio
(times)

3.94

4.06

4.06

3.50

3.50
Payable turnover ratio
(times)
5.12
5.21

4.70

4.99

6.07
Average days in sales 93
90

90

104

101
Property, plant and
equipment turnover
ratio(times)
4.27
4.39

4.31

3.76

3.44
Total assets turnover
ratio(times)
1.04
1.00

0.97

0.93

0.90
Profitability Return on assets (%) 12.71
13.92

15.44

15.29

21.09
Return on equity (%) 18.08
19.47

21.58

22.87

31.53

Pre-tax income to
paid-in capital ratio (%)

230.46

273.65

354.66

428.40

759.39


(note 7)
Net profit ratio (%) 12.08
13.75

15.80

16.23

23.07
Earnings per share
(NT$)
17.21
20.11

26.41

33.32

58.70
Cash flow Cash flow ratio (%) 31.30
38.90

92.53

75.72

95.50
Cash flow adequacy
ratio(%)
88.74
93.98

104.28

95.50

95.45
Cash reinvestment ratio
(%)

6.02

7.99

16.14

14.16

20.62
Leverage Operating leverage 3.61
3.07

2.68

2.49

2.41
Financial leverage 1.00
1.01

1.01

1.01

1.01

78

Please explain the reasons for the changes in the financial ratios in the last two years. (Analysis may be waived if the change is less than 20%)

  1. Quick Ratio: The quick ratio rose in 2022, mainly due to the increase in the scale of liquid revenue and profit growth, which led to an increase in cash and equivalent cash and accounts receivable, resulting in a greater increase in current assets than current liabilities.

  2. Return on Assets: The return on assets rose primarily due to profit growth in 2022.

  3. Return on Equity: The return on equity rose primarily due to profit growth in 2022.

  4. Pre-tax Net Profit to Paid-in Capital Ratio: The ratio of pre-tax net profit to paid-in capital increased significantly in 2022, mainly because profits increased significantly in 2022, but paid-in capital only increased slightly.

  5. Net Profit Margin: Earnings per share increased significantly in 2022, mainly due to the growth in revenue scale and profit in 2022.

  6. Earnings Per Share: Earnings per share increased significantly in 2022, mainly due to a significant increase in profits in 2022, but only a slight increase in paid-in capital.

  7. Cash Flow Ratio: The cash flow ratio rose in 2022, mainly due to an increase in cash flow from operating activities and a significant increase in current liabilities.

  8. Both the Cash Flow Adequacy Ratio and the Cash Reinvestment Ratio rose in 2022, mainly due to an increase in cash flow from operating activities.

Note: Quarterly report for the first quarter has not yet been issued as at the date of publication.

79

2.Adoption of International Financial Reporting Standards (IFRS) - Individual Statements


Item
Year Financial Analysis for the Last Five Years Financial Analysis for the Last Five Years Financial Analysis for the Last Five Years Financial Analysis for the Last Five Years Financial Analysis for the Last Five Years
2018 2019 2020 2021 2022
Financial
structure%
Debt ratio (%) 25.35
20.33

17.66

18.94

20.55
Long-term capital to property,
plant and equipment ratio (%)

18,596.26

18,695.21

23,250.05

30,548.74

7,745.25
Solvency% Current ratio (%) 139.83
184.20

198.32

257.00

192.75

Quick ratio (%)
123.37
164.20

173.19

223.45

175.31
Interest protection multiples
(times)
49,964
398,347

221,183

58,503

35,041
Operating
Ability
Receivable turnover ratio
(times)
2.63
2.68

2.76

2.78

2.74
Average collectionperiod 139
136

132

131.29

133.21
Inventoryturnover ratio(times) 14.10
14.18

12.90

12.56

12.20
Payable turnover ratio(times) 3.52
3.80

4.06

6.37

6.96
Average days in sales 25
26

28

29

30
Property, plant and equipment
turnover ratio(times)
171
173

186

242

98.28
Total assets turnover ratio
(times)
0.73
0.72

0.73

0.76

0.70
Profitabilit
y
Return on assets(%) 13.41
15.07

17.51

18.70

25.33
Return on equity (%) 18.08
19.47

21.59

22.87

31.53
Pre-tax income to paid-in
capital ratio (%)
192.99
227.84

303.39

371.82

661.73
Netprofit ratio(%) 18.42
20.83

24.05

24.54

35.86
Earningsper share(NT$) 17.21
20.11

26.41

33.32

58.70
Cash flow Cash flow ratio (%) 1.78
32.31

28.97

(21.20)

63.90
Cash flow adequacy ratio (%) 60.28
53.40

46.51

24.69

63.08
Cash reinvestment ratio (%) (4.78)
0.51

(1.93)

(11.26)

8.59
Leverage Operating leverage 1.30
1.21

1.16

1.18

1.13
Financial leverage 1.00
1.00

1.00

1.00

1.01

80

Please explain the reasons for the changes in the financial ratios in the last two years. (Analysis may be waived if the change is less than 20%)

  1. Long-term Capital to Property, Plant, and Equipment Ratio: In 2022, the long-term capital to property, plant, and equipment ratio decreased, mainly due to the full conversion of the convertible corporate bonds in 2022, resulting in a decrease in long-term capital and an increase in property, plant, and equipment due to the acquisition of additional land.

  2. Current Ratio: The current ratio in 2022 increased mainly due to an increase in the scale of operating revenue and profit growth, which increased cash and cash equivalents and receivables, leading to a larger increase in current assets than current liabilities.

  3. Quick Ratio: The quick ratio in 2022 increased mainly due to an increase in the scale of operating revenue and profit growth, which increased cash and cash equivalents and receivables, leading to a larger increase in quick assets than current liabilities.

  4. Interest Coverage Ratio: The interest coverage ratio in 2022 decreased, mainly because the increase in interest expense was greater than the increase in profit.

  5. Turnover Rate of Property, Plant, and Equipment: The increase in property, plant, and equipment in 2022 was greater than the increase in sales income.

  6. Return on Assets: The return on assets increased in 2022 mainly due to profit growth.

  7. Return on Equity: The return on equity increased in 2022 mainly due to profit growth.

  8. Pretax Net Profit to Paid-In Capital Ratio: The pretax net profit to paid-in capital ratio in 2022 significantly increased mainly due to a substantial increase in profit in 2021, while paid-in capital remained the same.

  9. Earnings Per Share: Earnings per share in 2022 significantly increased, mainly due to a significant increase in profit in 2022, while paid-in capital only slightly increased.

  10. Cash Flow Ratio: The cash flow ratio in 2022 increased mainly due to an increase in cash flow from operating activities and a significant increase in current liabilities.

  11. Both the Cash Flow Adequacy Ratio and the Cash Reinvestment Ratio increased in 2022, primarily due to an increase in cash flow from operating activities.

81

  1. Financial Structure

  2. (1) Debt ratio = total liabilities / total assets

  3. (2) Long-term capital to property, plant and equipment ratio = (total equity + non-current liabilities)/net property, plant and equipment

  4. Solvency

  5. (1) Current ratio = current assets/current liabilities

  6. (2) Quick ratio = (current assets – inventory – prepaid expense) / current liabilities

  7. (3) Interest protection multiples = net income before income tax and interest expense / current interest expense

  8. Operating Ability

  9. (1) Receivables (including accounts receivable and notes receivable arising from business operations) turnover ratio = net sales / average receivables (including accounts receivable and notes receivable arising from business operations) for each period

  10. (2) Average collection period = 365 / receivables turnover ratio

  11. (3) Inventory turnover ratio = cost of goods sold / average inventory amount

  12. (4) Payable (including accounts payable and business-related notes payable) turnover ratio = cost of goods

    • sold / average payable balance of the period (including accounts payable and business-related notes payable)
  13. (5) Average days in sale = 365 / inventory turnover rate

  14. (6) Property, plant, and equipment (PP&E) turnover ratio = net sales/average PP&E

  15. (7) Total asset turnover ratio = net sales / average total assets

  16. Profitability

  17. (1) Return on assets = (net income + interest expense x (1– tax rate)) / average total assets

  18. (2) Return on equity = net income after tax/ average total equity

  19. (3) Net profit ratio = net income / net sales

  20. (4) Earnings (loss) per share = (income or loss attributable to owners of parent company – dividends on Preferred shares) / weighted average number of issued shares (Note 4)

  21. Cash flow

  22. (1) Cash flow ratio = net operating cash flow / current liabilities

  23. (2) Net cash flow adequacy ratio = net operating cash flow in last 5 years / (capital expenditures + Inventory increase + cash dividend) in last 5 years

  24. (3) Cash reinvestment ratio = (Net operating cash flow – cash dividend) / (gross property, plant and equipment + long-term investment + other non-current assets + working capital) (Note 5)

  25. Leverage

  26. (1) Operating leverage = (Net operating revenue - variable operating change cost and expense) / Operating income (Note 6)

82

3.2022 Audit Report of Supervisors for the Financial Statements

Lotes Co., Ltd. Audit Report of Supervisors

The Board of Directors had prepared and delivered the 2022 Business Report, Statement of Earnings Distribution and Financial Statements (including consolidated financial statements). The audit of the financial statements was completed by accountants LI, FUNG-HUI and TSAI, PEI-RU at KPMG Taiwan, and a auditor's report was issued. The audit of the aforementioned reports and statements delivered by the Board of Directors were conducted by the supervisors who found no inconsistency. The audit report was issued in accordance with Article 219 of the Company Act and Article 14-4 of Security Transaction Act.

Yours sincerely,

2023 Shareholders General Meeting of Lotes Co., Ltd.

Audit Committee Convenor: WU, CHANG-HSIU

March 21, 2023

83

4. 2022 Financial Statements and Independent Auditor’s Report

Independent Auditor’s Report

To the Board of Directors of Lotes Co., Ltd.:

Audit opinion

We have audited the Balance Sheet of Lotes Co., Ltd. (hereinafter referred to as Lotes) as of December 31, 2022 and 2021, the Statement of Comprehensive Income as of January 1 to December 31, 2022 and 2021 as well as the Statement of Changes in Equity, Statement of Cash Flows and the Notes to Parent Company Only Financial Statement (including important accounting policies summary).

In our opinions, the compilation of the above parent company only financial statements present fairly, in all material respects, of the financial status of December 31, 2022 and 2021 in Lotes and the financial performance and consolidated cash flow of January 1 to December 31, 2022 and 2021 prepared according to Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis of the audit opinions

The audit was conducted by us in accordance with the Rules Governing Auditing and Certification of Financial Statements by Certified Public Accountants and Generally Accepted Auditing Standards (GAAS). Our responsibilities under these standards will be further explained in the responsibility paragraph of the accountant’s audit on the parent company only financial statements. The personnel regulated by independence at the accounting firm that our accountants work with have been managed according to the code of professional ethics to maintain independence from Lotes as well as perform other responsibilities addressed on the regulation. Based on the audit results of us, we believe we have obtained sufficient and appropriate auditing evidence as the basis to express our audit opinions.

Key audit matters

Key audit matters refer to the most important matters on the audits to Lotes’s parent company only financial statements of fiscal year 2022 based on the professional judgment of our accountants. The matters have been responded on the whole audited parent company only financial statements and during the process of the expression of the audit opinions. There, our accountants will not express opinions separately towards the matters. Based on the judgment of the accountants, the following key audit matters that should be communicated on the audit report are as follows: I. Recognition of income

Please refer to Note IV (15) to the parent company only financial statements for the accounting policy in terms of income recognition. Please refer to Note VI (14) to the parent company only financial statements for the refund liability. Please refer to Note VI (22) to the parent company only financial statements for details about income. Description of the key audit matters:

The operating income is the most critical factor when determining the operational performance of Lotes Co., Ltd. Users of the statements are cautiously concerned about the performance of the operating income. In response to the market conditions and business needs, discounts were provided for parts of the sales of goods agreed with the customers. Based on the agreements with the customers, the management would estimate the refund liability and include it as a deduction of operating income. Thus, the income recognition evaluation is one of the fundamental evaluation items for accountants in the execution of financial report audit for Lotes Co., Ltd.

Corresponding audit procedures:

The primary audit procedure conducted by the accountants for the aforementioned key audit matters included the understanding and evaluation of the relevant control procedures and the

84

effectiveness of the design and execution of the control procedure. Regarding the sampling testing for sales close to the balance sheet date, external certification documents were reviewed to assess the adequacy of the income recognition timings. The management’s method to estimate and list refund liabilities were also obtained to assess whether the evaluation is based on the agreed conditions with customers. The adequacy of the refund liability estimate was analyzed with the actual situation afterward.

II. Evaluation of inventory

Please refer to Note IV (7) for the accounting policy of inventory evaluation. Please refer to Note V in the parent company only financial statements for the accounting estimates and assumed uncertainties of the inventory evaluation. Please refer to Note VI (4) in the parent company only financial statements for the information on the losses from the falling price of inventory. Description of the key audit matters:

Due to the impacts of rapid changes in the market demand and the development of production technology, the existing products are at risk to become outdated inventory or non-compliant with market demand. Parts of the inventory may become obsolete or have the market prices dropped. Thus, the inventory evaluation is one of the fundamental evaluation items for the accountants in the execution of financial report audit for Lotes Co., Ltd. Corresponding audit procedure:

The primary audit procedure conducted by the accountants for the aforementioned key audit matters included the understanding and evaluation of the basis and methods used by the management to assess the net realizable value of inventory. Review and audit were conducted in terms of the data used by the management as the basis and to estimate the net realizable value, and an evaluation was conducted on the estimated sales price to the latest sales record by sampling. To evaluate the adequacy of the drop in prices, the adequacy of the inventory aging report was checked, and the changes in the inventory aging of each period were analyzed.

Responsibility from management level and governing unit towards the parent company only financial statements

Management level’s responsibility is to prepare the parent company only financial statements present fairly according to Regulations Governing the Preparation of Financial Reports by Securities Issuers and to maintain necessary internal control related to the preparation of the parent company only financial statements in order to ensure there is no major untrue expression on the financial statements due to fraud or error.

When preparing the parent company only financial statements, the responsibility of management level also includes evaluating Lotes’s capability of continuous operation, disclosure of relevant matters and the application of continuous operation accounting model unless the management level intends to liquidate Lotes or suspend its business operation or there is no alternative practical and feasible solution other than liquidation or business suspension.

The governing unit (including the audit committee) at Lotes is responsible for supervising the process of financial reports.

Responsibility of accountants’ audit on the parent company only financial statements

The purpose of the parent company only financial statements audited by our accountants is to obtain reasonable assurance on whether the significant untrue expression exists on the whole parent company only financial statements due to fraud or error as well as issue the audit report. The reasonable assurance is the high certainty; however, it will not be able to guarantee that the significant untrue expression will definitely be able to be detected by generally accepted auditing standards, and the untrue expression might be caused from fraud or error. It is regarded as with significance if the individual amount or the aggregation number of the untrue expression can reasonably predict that it will affect the economic decisions made by the users of the parent company only financial statements.

When we conduct the audit according to generally accepted auditing standards, we use professional judgment and maintain our professional suspicion. We also executed the following tasks: 1. Identifying and evaluating the risk of major untrue expression on the parent company only financial statements due to fraud or error; designing and implementing proper responding strategies towards

85

the risk evaluated; and obtaining sufficient and appropriate audit evidence as the basis of audit opinions. Due to fraud might be involving with collusion, counterfeiting, malicious omission untrue declaration, or going out of the internal control, the risk of not detecting the major untrue expression due to fraud will be higher than that due to error.

  1. Obtaining necessary understanding of internal control related to audit in order to design proper audit procedure under the situation of the case. However, its purpose is not to express opinion toward the effectiveness of the internal control in Lotes.

  2. Evaluating the adequacy of the accounting policies used by the management level and the rationality of the accounting evaluation and relevant disclosure concluded.

  3. Based on the audit evidence obtained, conclusion towards the appropriateness of continuous operation accounting basis that the management level adopts and the existence of major uncertainty on events or situations with major concerns affecting Lotes’s capability in continuous operation are made. If we believe major uncertainty existed on the event or situation, we must remind the users of parent company only financial statements on the audit report to pay attention on the relevant disclosure or modify audit opinion when the disclosure is not appropriate. The conclusion that we made is based on the audit evidence obtained up to the audit report day, but future events or situations might cause Lotes not capable in continuous operation.

  4. Evaluating the overall expression, structure and content of the parent company only financial statements (including relevant notes) as well as whether the parent company only financial statements present fairly, in all material respects, relevant transaction and events.

  5. Obtaining sufficient and appropriated audit evidence of the financial information from the investee companies accounted for using equity method as well as express opinions towards the parent company only financial statements. We are in charge of the directing, supervision and execution on the audit cases as well as concluding audit opinions towards the parent company only financial statements of Lotes.

The communication between us and the governing unit includes the audit scope and time planned and major audit findings (including the significant defects on the internal control identified during the auditing process).

We have also provided information to the governing unit that the personnel of the firm—under which our CPAs are working—who are subject to independence requirements have complied with the statement of independence in the CPA code of professional ethics and communicated to the governing unit all relationships and other matters (including relevant safeguards) that may be considered to affect the independence of CPAs.

We determined the key audit matters that we would like to execute on Lotes’s parent company only financial statements for fiscal year 2022 from the communication with the governing unit. We clearly stated the related matters on the audit report unless it is the specific matter that is not allowed to be disclosed to the public according to laws, or under a very rare situation that we decided not to communicate specific matters on the audit report because we can reasonably anticipate the negative influence generated by the communication will be greater than the public interests increased.

KPMG Taiwan

CPAs:

Competent Authority of Securities CHIN-KUAN-CHENG-SHEN-T Approval Certificate No. : ZU No. 1000011652 CHIN-KUAN-CHENG-SHEN-T ZU No. 1110333933

March 21, 2023

86

Unit: NT$ 1,000

Lotes Co., Ltd.

Balance Sheet

December 31, 2022 and 2021

Assets
Current assets:
1100
Cash and cash equivalents(Note VI (1) and (25))
1110
Financial assets measured at FVTPL - current
(Note VI (2) and (25))
1150
Net notes receivable(Note VI (3) and (25))
1170
Net accounts receivable(Note VI (3) and (25))
1181
Accounts receivable - related parties (Note VI (3), (25) and VII)
1200
Other receivables(Note VI (3) and (25))
1210
Other accounts receivable - related parties (Note VI (3), (25) and VII)
1220
Income tax assets for the current period (Note VI (18))
130X
Net inventory(Note VI (4))
1410
Advance payment

Non-current assets:
1510
Financial assets measured at FVTPL - non-current
(Note VI (2), (12) and (25))
1517
Financial assets measured at FVTOCI - non-current (Note VI (2) and (25))
1550
Investments accounted for using the equity method (Note VI (5) and XIII)
1600
Property, plant and equipment(Note VI (6) and VIII)
1755
Right-of-use assets(Note VI (7))
1760
Net investment property(Note VI (8) and (25))
1780
Intangible assets(Note VI (9))
1840
Deferred tax assets(Note VI (18))
1900
Other non-current assets

Total of assets
Dec. 31, 2022
Amount
%
$ 3,127,767
11
16,531 -
1,394 -
6,852,416
24
22,514 -
38,176 -
420 -
135 -
995,827
4
5,192
-
Dec. 31, 2021
Amount
%

779,913
4
-
-
1,911 -

5,812,399
28
32,627 -
22,484 -
160 -
-
-

995,854
5
2,720
-

7,648,068
37
3,370 -
9,500 -

12,624,489
61

58,354 -
59 -

300,256
2
82,534 -
66,302 -
9,349
-

13,154,213
63

20,802,281
100
Liabilities and equity
Current liabilities:
2100
Short-term loans (Note VI (10), (25), (28), VIII and IX)
2130
Contract liabilities - current (Note VI (22))
2150
Notes payable(Note VI (25))
2170
Accounts payable(Note VI (25))
2180
Accounts payable - related parties (Note VI (25) and VII)
2200
Other payables(Note VI (25))
2220
Other payables - related parties (Note VI (25) and VII)
2230
Income tax liabilities for the period(Note VI (18))
2280
Lease liabilities - current(Note VI (13), (25) and (28))
2365
Refund liabilities - current (Note VI (14))
2300
Other current liabilities
2322
Long-term loans maturing within one year or one operating cycle (Note VI
(11), (25), (28), and VIII)

Non-current liabilities:
2530
Bonds payable(Note VI (12), (25) and (28))
2540
Long-term loans (Note VI (11), (25), (28), and VIII)
2550
Provisions - non-current (Note VI (15) and (17))
2570
Deferred income tax liabilities (Note VI (18))
2600
Other non-current liabilities

Total of liabilities
Equity attributable to owners of parent:
Share capital:
3110
Capital – common stock (Note VI (19))
3130
Certificates of bond-to-stock conversion (Note VI (19))
3200
Capital reserves(Note VI (19))
3300
Retained earnings(Note VI (19))
3400
Other equity (Note VI (19))
Total of equity
Total of liabilities and equity
Dec. 31, 2022
Amount
%
$ 1,830,000
6
29,321 -
8,390 -
18,359 -
2,218,939
8
428,315
2
6,377 -
795,052
3
-
-
384,044
1
11,008 -
8,361
-
Dec. 31, 2021
Amount
%

552,240
3
41,541 -
13,402 -
8,391 -

1,512,055
7

293,440
1
2,166 -

350,031
2
59 -

195,105
1
7,441 -
-
-

11,060,372
39
-
-
4,595 -
16,939,519
59
296,550
1
-
-
226,041
1
59,895 -
106,064 -
13,661
-

5,738,166
20

2,975,871
14

-
-
117,814 -
41,410 -
1,955 -
43
-

911,927
5
-
-
45,220 -
6,038 -
744
-
161,222
-
963,929
5

5,899,388
20


3,939,800
19

1,068,762
4
9,536 -
6,307,022
22
15,761,019
55
(339,030)
(1)


1,059,779
5
1,167 -

5,283,698
25

11,200,170
54

(682,333)
(3)

17,646,325
61


22807309
80




16862481
81
$
28,706,697
100
,,

$
28706697
100

,,


20802281
100

(Please read the Notes to the Parent Company Only Financial Statements) Manager: HO, TE-YU

Chairperson: CHU, TE-HSIANG

Accounting Manager: LIU, HSIN-HSIA

87

Lotes Co., Ltd.

Statement of Comprehensive Income

From January 1 to December 31, 2022 and 2021

Unit: NT$ 1,000

4000
Operating revenue (Note VI (14), (22) and XIV)
5000
Operating cost (Note VI (4) and XII)
Gross profit
Operating expense (Note VI (13), (16), (17). (24), (25), VII and XII):
6100
Promotion expense
6200
Administration expense
6300
R&D expense
6450
Expected credit impairment profit/loss
Total operating expense
Net operating profit
Non-operating revenue/expense (Note VI (12) and (23)):
7100
Interest income
7010
Other income
7020
Other gains and losses
7050
Financial costs
7055
Expected credit gain (loss)
7070
Share of profit or loss of subsidiaries, associates and joint ventures accounted for using
equity method
Total non-operating revenue/expense
Net profit before tax from continuing operations
7950
Less: Income tax expense(Note VI (18))
Net profit for the period
8300
Other comprehensive income:
8310
Components of other comprehensive income that will not be reclassified to profit or
loss
8311
Remeasurement of defined benefit plans
8316
Unrealized gains (losses) from investments in equity instruments measured at
FVTOCI
8330
Share of the other comprehensive income of subsidiaries, associates and joint ventures
accounted for using equity method - items which were not reclassified into profit or
loss
8349
Less: Income tax related to components of other comprehensive income that will not
be reclassified to profit or loss
Total components of other comprehensive income that will not be reclassified
to profit or loss
8360
Components of other comprehensive income that will be reclassified to profit or loss
8361
Exchange differences on translation
8399
Less: Income tax related to components of other comprehensive income that will be
reclassified to profit or loss
Total components of other comprehensive income that will be reclassified to
profit or loss
8300
Other comprehensive income for the period (net)
Total other comprehensive income for the period
Basic earnings per share (Unit: NT$)
(Note VI (21))
Diluted earnings per share (Unit: NT$)
(Note VI (21))
2022 %

100

75
2021 %

100

81
Amount
$ 17,440,172
13,145,656
Amount

14,151,210

11,411,428

4,294,516


25


2,739,782


19

420,304
378,064
62,879
1,732


2

2

-

-


389,708

308,977
55,862
(1,706)


3

2

-

-

862,979


4


752,841


5

3,431,537


21


1,986,941


14

25,756
194,240
507,645
(20,421)
-
2,996,616


-

1

3

-
-

17

1,746

99,908

(45,618)
(6,747)
(1,037)

1,905,258


-

1

-

-

-

13

3,703,836


21


1,953,510


14

7,135,373
881,110


42

5


3,940,451

468,250


28

3

6,254,263


37


3,472,201


25

2,790
(3,483)


(2,997)
558


-

-

-

-

3,851
(4,900)
(359)
770


-

-

-

-
(4,248)
-
(2,178)
-

349,783
-


2
-


(82,102)
-


(1)
-
349,783
2

(82,102)

(1)

345,535


2


(84,280)



(1)

$
6,599,798


39


3,387,921



24

$

58.70


33.32
$ 57.87 32.69

(Please read the Notes to the Parent Company Only Financial Statements) Chairperson: CHU, TE-HSIANG Manager: HO, TE-YU

Accounting Manager: LIU, HSIN-HSIA

88

Lotes Co., Ltd.

Statement of Change in Equity

From January 1 to December 31, 2022 and 2021

Unit: NT$ 1,000

Balance on January 1, 2021
Net profit for the period
Other comprehensive income for the period
Total other comprehensive income for the period
Appropriation and distribution of retained earnings:
Legal reserve appropriated
Special reserve appropriated
Cash dividends of common stock
Other changes in capital reserves:
Issuance of stock options for convertible bonds
Changes in equity of subsidiaries, associates and joint ventures
accounted for using equity method
Compensation expense for employee stock options
Cash capital increase
Conversion of convertible bonds
Balance on December 31, 2021
Net profit for the period
Other comprehensive income for the period
Total other comprehensive income for the period
Appropriation and distribution of retained earnings:
Legal reserve appropriated
Special reserve appropriated
Cash dividends of common stock
Other changes in capital reserves:
Changes in equity of subsidiaries, associates and joint ventures
accounted for using equity method
Redemption of convertible corporate bonds
Conversion of convertible bonds
Balance on December 31, 2022
Share capital Capital reserves Retained earnings Other equity items Other equity items Total equity

13,499,198
3,472,201

(84,280)

3,387,921
-
-
(1,376,256)
183,236
5,460
24,931
1,075,971
62,020

16,862,481
6,254,263

345,535

6,599,798
-
-
(1,695,646)
127,583
(90)
913,183

22,807,309
Exchange
difference between
foreign operating
office’s statement
Unrealized gain or
loss on financial
assets measured at
FVTOCI
Share capital for
ordinary shares
Certificates of
bond-to-stock
conversion
Total Legal reserve Special reserve Undistributed
earnings
$ 1,034,779
-
-

-
-
-
1,034,779
-
-

3,958,247
-
-

1,299,543
-
-

650,533
-
-

7,151,068
3,472,201
3,081

(586,953)
(8,019)

-
-

(82,102)
(5,259)
- - - - - -
3,475,282




(82,102)
(5,259)
-
-
-
-
-
-
25,000
-
-
-
-
-
-
-

-
1,167
-
-
-
-
-
-
25,000

1,167
-
-
-
183,236
5,460
24,931

1,050,971

60,853
271,615
-
-

-

-

-

-

-

-
(55,561)
-
-
-
-
-
-

(271,615)

55,561
(1,376,256)
-
-
-
-
-




-
-

-
-

-
-
-
-
-
-
-
-
-
-
-
-
1,059,779
-
-


1,167
-
-



1,060,946
-
-



5,283,698
-
-


1,571,158
-
-

594,972
-
-

9,034,040
6,254,263
2,232

(669,055)
(13,278)

-
-

349,783
(6,480)
- - - - - -
6,256,495




349,783
(6,480)
-
-
-
-
-
8,983
-
-
-
-
-

8,369
-
-
-
-
-

17,352
-
-
-
127,583
(90)

895,831
347,528
-
-

-

-

-

-
87,361
-
-
-
-

(347,528)

(87,361)
(1,695,646)
-
-
-




-
-

-
-

-
-
-
-
-
-
-
-

$
1,068,762



9,536



1,078,298



6,307,022


1,918,686

682,333

13,160,000

(319,272)
(19,758)

(Please read the Notes to the Parent Company Only Financial Statements) Manager: HO, TE-YU

Chairperson: CHU, TE-HSIANG

Accounting Manager: LIU, HSIN-HSIA

89

Lotes Co., Ltd.

Statement of Cash Flows

From January 1 to December 31, 2022 and 2021

Cash flows from (used in) operating activities:
Net profit before tax
Items of adjustment:
Adjustments to reconcile profit (loss)
Depreciation expense
Amortization expense
Expected credit loss (gain)
Interest expense
Interest income
Dividend income
Share of the profit from subsidiaries, associates and joint ventures accounted for using equity method
Net loss on financial assets measured at FVTPL
Profit from repurchase of corporate bonds
Inventory valuation and disposal loss
Loss (profit) from the disposal and scaping of property, plant and equipment
Compensation expense for employee stock options
Total adjustments to reconcile profit (loss)
Changes in operating assets and liabilities:
Changes in operating assets:
Decrease in notes receivable
Increase in accounts receivable
Increase in other receivables
Increase in inventory
Decrease (increase) in advance payment
Total net change in the assets related to operating activities
Net change in the liabilities related to operating activities:
Increase (decrease) in contract liabilities
Increase (decrease) in notes payable
Increase (decrease) in accounts payable
Increase (decrease) in other payables
Decrease in provision for liabilities
Increase (decrease) in other current liabilities
Increase in refund liabilities
Decrease in other non-current liabilities
Total net change in the liabilities related to operating activities
Total net change in the assets and liabilities related to operating activities
Total of the adjustment items
Cash inflow generated from operating activities
Interest received
Dividends received
Interest paid
Income taxes paid
Cash flows from (used in) operating activities
Cash flows in investing activities:
Acquisition of financial assets measured at FVTOCI
Disposal of financial assets measured at FVTOCI
Acquisition of financial assets measured at FVTPL
Disposal of financial assets measured at FVTPL
Acquisition of investment accounted for using equity method
Acquisition of property, plant and equipment
Disposal of property, plant and equipment
Decrease in other receivables
Increase in intangible assets
Acquisition of investment property
Decrease in other non-current assets
Net cash outflow from investment activities
Cash flows in financing activities:
Increase in short-term loans
Issuance of corporate bonds
Raising long-term loans
Repayment of long-term loans
Repayment of lease principal
Issuance of cash dividends
Cash capital increase
Repurchase of corporate bonds
Cash flows from (used in) financing activities
Increase in cash and cash equivalents
Beginning balance of cash and cash equivalents
Ending balance of cash and cash equivalents
2022
$ 7,135,373
10,192
22,639
1,732
20,421
(25,756)
(300)
(2,996,616)
(12,990)
(35)
36,076
34
-
Unit: NT$ 1,000
2021

3,940,451

7,020

25,901

(669)

6,747

(1,746)

-

(1,905,258)

(28,565)

-

21,612

(467)
24,931
(2,944,603)

(1,850,494)

517
(1,031,636)
(6,651)
(36,049)
(2,472)



574

(1,526,232)

(527)

(306,989)

1,830

(1,076,291)



(1,831,344)

(12,220)
(5,012)
716,852
138,661
(1,020)
3,567
188,939
(701)



20,149

10,690

(525,386)

(5,760)

(187)

(425)

33,338

-

1,029,066


(467,581)

(47,225)



(2,298,925)

(2,991,828)



(4,149,419)

4,143,545
16,455
300
(13,201)
(480,627)



(208,968)

1,987

-

(3,065)

(420,739)

3,666,472



(630,785)

-
1,422
(8,000)
5,035
(844,045)
(4,654)
40
-
-
(169,534)
(4,312)


(14,400)

-

-

27,945

(570,421)

(5,852)

467
86,468
(10,852)

(1,516)

(3,322)

(1,024,048)



(491,483)

1,277,760
-
130,000
(3,825)
(59)
(1,695,646)
-
(2,800)



552,240
1,152,983

-

-

(59)

(1,376,256)
1,075,971

-

(294,570)


1,404,879

2,347,854
779,913



282,611

497,302

$
3,127,767



779,913

(Please read the Notes to the Parent Company Only Financial Statements) Chairperson: CHU, TE-HSIANG Manager: HO, TE-YU Accounting Manager: LIU, HSIN-HSIA

90

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

Lotes Co., Ltd. Notes to the Parent Company Only Financial Statements 2022 & 2021

(All amounts are in NT$ thousands unless otherwise stated)

I. Company History

Lotes Co., Ltd. (hereinafter referred to as the “Company”) was incorporated on August 23, 1986 in accordance with the provisions of the Company Law and was approved for registration with its registered office at No.15, Wuxun Street, Anle District, Keelung City. The Company (hereinafter referred to as the “Company”) are principally engaged in the sale and purchase of various hardware parts and components, the manufacturing and processing of various terminals and their connectors, the import and export business in connection with the preceding item and the agency of the preceding item in connection with the tender quotation and distribution of products of domestic and foreign manufacturers. Please refer to Note XIV for further details.

II. Date and Procedures of Approval of Financial Statement

The Parent Company Only Financial Statement was approved and released by the Board of Directors on March 21, 2023.

III. Application of New and Revised Standards and Interpretations

  • (1) Influence of the Adoption of New and Revised Standards and Integrations Approved

by the Financial Supervisory Commission

Since January 1, 2022, the Company has adopted the amended International Financial Report Standards, and this did not cause material impact on the parent company only financial statements:

‧Amendments to IAS 16 – “Property, Plant and Equipment: Proceeds before Intended Use”

‧Amendments to IAS 37 – “Onerous Contracts—Cost of Fulfilling a Contract”

‧Annual Improvements to IFRS Standards 2018–2020

‧Amendments to IFRS 3 – “Reference to the Conceptual Framework”

  • (2) Effects of new and revised standards and interpretation has been approved by FSC but

not yet being adopted

The Company assesses that the application of the following newly amended IFRSs, effective January 1, 2023, will not have a significant impact on parent company only financial statements.

‧Amendments to IAS 1 – “Disclosure of Accounting Policies”

91

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

‧Amendments to IAS 8 – “Definition of Accounting Estimates”

  • ‧Amendments to IAS 12 – “Deferred Tax related to Assets and Liabilities arising from a Single Transaction”

(3) New and revised standards and interpretations not yet recognized by the FSC

The Company does not expect the following newly issued and amended standards, which have not yet been endorsed, to have a material impact on the parent company only financial statements.

‧Amendments to IFRS 10 and IAS 28, “Disposal of or Contribution to Assets between an Investor and its Affiliate or Joint Venture”.

‧Amendments to IFRS 17, “Insurance Contracts” and IFRS 17

‧Amendments to IAS 1 – “Classification of Liabilities as Current or Non-Current”

‧Amendments to IAS 1, "Non-Current Liabilities with Contractual Terms"

  • ‧Amendments to IFRS 17, "First-time Application of IFRS 17 and IFRS 9 Comparative Information"

‧Amendments to IFRS 16, "Regulations on Sale and Leaseback Transactions"

IV. Summary of Major Accounting Policies

The major accounting policies adopted in this Financial Statement are summarized as follows. Unless otherwise noted, the following accounting policies have been applicable for all presentation period of the Parent Company Only Financial Statement.

(1) Compliance statement

The Parent Company Only Financial Statement was compiled in accordance with the Guidelines Governing the Preparation of Financial Reports by Securities Issuers.

(2) Compiling Basis

1. Measurement foundation

Except the major items in the following balance sheet, the Parent Company Only Financial Statement was compiled based on the historical costs:

  • (1) Financial assets at fair value through profit or loss measured with fair value.

  • (2) Financial assets measured at fair value through other comprehensive income.

  • (3) Liabilities for cash-settled share-based benefit agreements that are measured at fair value.

  • (4) Net defined benefit liability (or asset) is measured according to the fair value of the retirement fund assets deducting present value of the defined benefit obligation and the ceiling influence value listed in Footnotes IV (16).

2. Functional Currency and Presentation Currency

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Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

Each party of the Company takes the currency of major economic environment where its operation is located as its functional currency. The Parent Company Only Financial Statement is presented in the functional currency of the Company, TWD. All of the financial information expressed herein in TWD is of one thousand per unit.

(3) Foreign currency

1. Foreign currency trading

Foreign currency is converted into functional currency according to exchange rate on the date of transaction. At the end of each subsequent reporting period (the “Reporting Date”), foreign currency monetary items are translated into functional currency at the exchange rate prevailing on that date. Non-monetary items measured at fair value in foreign currencies are translated into functional currencies using the exchange rates prevailing at the date of fair value measurement, while non-monetary items measured at historical cost in foreign currencies are translated at the exchange rates prevailing at the dates of the transactions.

The foreign currency exchange difference resulting from the conversion is recognized to be other comprehensive Income excepting for the following situations, otherwise, recognized to be gains and losses:

(1) Equity instruments designated as measured at fair value through other comprehensive income.

(2) Financial liabilities designated as a net investment hedge for a foreign operating entity are within the effective range of the hedge; or

(3) Eligible cash flow hedges are within the effective range of the hedge.

2. Foreign Operating Organizations

The assets and liabilities of foreign operating organizations, including the business reputation and fair value adjustment during the acquisition, are converted to be NTD according to exchange rate on the report day; gains and losses are converted into NTD according to exchange rate in the current period, and the resultant conversion difference is recognized to be other comprehensive Income.

In case of the loss of control, joint control or material influences arising from the punishment on foreign operating organizations, the accumulated conversion differences related to the foreign operating organizations shall be fully reclassified as gains and losses. In case of affiliated company or joint ventures of foreign operating organizations involved in some of the punishment, related accumulated conversion differences shall be fully reclassified as gains and losses in proportion.

As to the receivable and payable monetary items of foreign operating organizations,

93

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

if without the repayment plan or the possibility of repayment in foreseeable future, the resultant gains and losses from foreign currency conversion shall be regarded as a part of net investments to the foreign operating organizations as recognized as other comprehensive income.

(4) Standards for classifying current and non-current assets and liabilities

Assets meeting one of the following conditions are recognized to be current assets, and other assets not belonging to current assets are recognized to be non-current assets:

  1. Those that are expected to be realized during the normal operating period or intended to be sold or consumed.

  2. Those held mainly for the purpose of transaction.

  3. Those expected to be realized within 12 months after the reporting period.

  4. The asset is cash or cash equivalents, unless the asset is otherwise restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period.

The liabilities meeting any one of the following conditions are current liabilities, and other liabilities not belonging to current liabilities are recognized to be non-current liabilities:

  1. Those expected to be paid off during the normal operating period.

  2. Those held mainly for the purpose of transaction.

  3. Those expected to be paid off within 12 months after the reporting period.

  4. Liabilities that do not have an unconditional right to extend the maturity period to at least 12 months after the reporting period. The terms of the liability may, at the option of the counterparty, not affect its classification if the issuance of equity instruments results in its settlement.

(5) Cash and cash equivalents

Cash includes cash on hand and demand deposits. Cash equivalents are the investments which are allowed to be converted into normed cash with few value change risks and short-term high flowability. Certificate of deposit which satisfy the foregoing definition and with the holding purpose of meeting the short-term cash pledges rather than investment or others shall be recognized as cash equivalents.

(6) Financial instrument

Accounts receivable and the original debt securities issued are recognized when they are incurred. All other financial assets and financial liabilities were originally recognized when the company became a party to the terms of the financial instrument agreement. Financial

94

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

assets that are not measured at fair value through profit or loss (except accounts receivable, which do not contain a significant financial component) or financial liabilities are measured at fair value plus the transaction cost directly attributable to the acquisition or issue. Accounts receivable, which do not contain significant financial components, are originally measured at transaction prices.

1. Financial assets

The purchase or sale of financial assets by a conventional trader, the company shall treat all purchases and sales of financial assets classified in the same manner in accordance with the transaction date or the settlement date.

At the time of the original recognition, financial assets were classified as: financial assets measured at amortized cost, debt instrument investments measured at fair value through other comprehensive income, equity instrument investments measured at fair value through other comprehensive income, or financial assets measured at fair value through gains and losses.

The company will only change its business model for managing financial assets from the first day of the next reporting period to classify all affected financial assets.

(1) Financial assets measured at amortized cost

Financial assets are measured at post-amortized cost when they simultaneously meet the following conditions and are not specified to be measured at fair value through profit or loss:

‧The financial asset is held under a business model for the purpose of collecting contractual cash flow.

‧The cash flow generated by the terms of the contract on the financial asset at the specified date is solely for the payment of the principal and the interest on the outstanding principal amount.

The cumulative amortization of such assets is subsequently calculated by the effective interest method plus or minus the original amount recognized, and the amortized cost of any loss allowance is adjusted. Interest income, foreign exchange gains and losses and impairment losses are recognized as gains and losses. When derecognized, the profit or loss shall be included in the profit or loss.

(2)Financial assets measured at FVTOCI

When the debt instrument investment simultaneously meets the following conditions and is not specified to be measured at fair value through profit and loss, it is measured at fair value through other consolidated profit and loss:

‧The financial asset is held under a business model for the purpose of collecting

95

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

contractual cash flow and selling.

‧The cash flow generated by the terms of the contract on the financial asset at the specified date is solely for the payment of the principal and the interest on the outstanding principal amount.

The company may, at the time of its original recognition, irrevocably choose to report the subsequent changes in the fair value of its non-tradable equity instrument investments to other consolidated profits and losses. The foregoing selection is made on an item-by-item tool basis.

Debt instrument investors are measured by fair value afterwards. Interest income, foreign exchange gains and losses and impairment losses calculated by the effective interest method are recognized as gains and losses, while the remaining net gains or losses are recognized as other comprehensive income. When discounting, the accumulated amount of other comprehensive income shall be reclassified into comprehensive income.

Equity instrument investors are measured by fair value afterwards. Dividend income (unless it clearly represents the recovery of a portion of the investment cost) is recognized as a profit or loss. The remaining net benefits or losses are recognized as other comprehensive income and are not reclassified into gains and losses.

Dividend income from equity investments is recognized on the date (usually ex-dividend date) when the consolidated company becomes entitled to receive dividends.

(3)Financial assets measured at FVTPL

Financial assets that are not measured at fair value at the above amortized cost or through other comprehensive income are measured at fair value through gains and losses, including derivative financial assets. The company may, at the time of its original recognition, irrevocably designate financial assets that meet the criteria of measuring at fair value according to the amortized cost or through other comprehensive income as financial assets measured at fair value through gains and losses in order to eliminate or substantially reduce improper accounting matching.

Such assets are subsequently measured at fair value and their net gains or losses (including any dividends and interest income) are recognized as gains or losses.

(4) Business model evaluation

The purpose of the company is to assess the business model of holding financial assets at a portfolio level, which best reflects the way of operation and management and the way of providing information to management. The following information is

96

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

considered:

  • ·The portfolio policies and objectives described and the operation of such policies. Including whether the management’s strategy is to focus on earning contractual cash flow, maintaining a certain portfolio of interest rates, matching the duration of financial assets with the duration of the relevant liabilities or anticipated cash outflows, or achieving cash flow through the sale of financial assets.

  • ·Performance of the business model and how the financial assets held under the business model are evaluated and reported to the principal managers of the business.

  • ·Risks that affect the performance of the business model (and the financial assets held under the business model) and the manner in which such risks are managed.

  • ·The frequency, amount and timeliness of previous sales of financial assets, the reasons for such sales and the expectation of future sales.

The transfer of a financial asset to a third party for the above business purposes that does not meet the exclusion criteria is not a sale as described above, consistent with the purpose for which the merged company continues to recognize the asset.

Financial assets held for trading and managed and evaluated for performance on a fair value basis are measured at fair value through profit and loss.

  • (5) Evaluate whether the cash flow of the contract is fully the interest on the payment of the principal and the amount of outstanding principal

For evaluation purposes, the principal is the fair value of the financial asset at the time of its original recognition, and the interest is made up of the following considerations: the time value of money, the credit risk associated with the amount of outstanding principal in circulation during a particular period, and other basic lending risks and costs and profit margins.

To evaluate whether the contract cash flow is fully interest on the principal and the outstanding principal amount, the company considers the terms of the financial instrument contract, including whether the financial asset contains a contract term that can change the point or amount of the cash flow of the contract, causing it to fail to meet this condition. In the evaluation, the consolidated company considers:

  • ·Any contingencies that change the timeliness or amount of the cash flow of the contract;

  • ·The terms of the coupon rate may be adjusted, including the nature of the variable rate;

  • ·The nature of prepayment and extension; and

  • ·Claims of the consolidated company are limited to cash flow terms derived from specific assets (e.g. non-recourse nature).

97

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

(6) Impairment of financial assets

For the financial assets measured at the amortized cost after (including cash and about when cash, notes receivable, accounts receivable, other receivables, refundable deposit, and other financial assets, etc.), through the other comprehensive income measured at fair value, the debt instruments of investment assets and contract of expected loss, the company recognizes the allowance for credit losses.

The following financial assets are measured against losses according to the expected credit loss amount of 12 months, and the rest are measured according to the expected credit loss amount of the existing period:

‧Determine that the credit risk of the debt securities at the reporting date is low; and

‧The credit risk of other debt securities and bank deposits (i.e. the risk of default during the expected life of financial instruments) has not increased significantly since the original recognition.

The loss allowance for accounts receivable and contract assets is measured in terms of the expected credit loss during the period of existence.

In determining whether credit risk has increased significantly since the initial recognition, the consolidated company considers reasonable and verifiable information (available at no excessive cost or investment), including qualitative and quantitative information, as well as analysis based on the Company’s historical experiences, credit assessment and forward-looking information.

The consolidated company shall be deemed to be in default of the financial asset if the debtor of the contract payment is unlikely to meet his credit obligations to make the full payment to the consolidated company.

Expected credit loss during the life of a financial instrument refers to the expected credit loss arising from all possible defaults during the life of the financial instrument.

Twelve-month expected credit loss refers to the expected credit loss arising from the possible default of the financial instrument within twelve months after the date of the report (or a shorter period, if the expected duration of the financial instrument is shorter than twelve months).

The longest contract period during which the expected credit loss is measured is the longest contract period during which the company is exposed to credit risk.

The expected credit loss is the probabilistic weighted estimate of the credit loss during the expected life of the financial instrument. Credit losses are measured in terms of the present value of all cash shortfalls, the difference between the cash flows that the company can collect under the contract and the cash flows that the company expects to collect. The expected credit loss is discounted at the effective interest rate of the

98

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

financial asset.

On each reporting date, the company evaluates whether there is a credit impairment in the debt securities on which financial assets are measured at after-amortized cost and on which fair value is measured through other comprehensive income. When one or more events have occurred that adversely affect the estimated future cash flow of a financial asset, the financial asset has suffered a credit impairment. Evidence of credit impairment of financial assets includes observable information relating to:

·Major financial difficulties of the borrower or issuer;

·Default, such as delay or delay beyond a specified period;

·For economic or contractual reasons related to the borrower’s financial difficulties, the merged company gives the borrower concessions that the borrower would not have considered;

·The borrower is likely to file for bankruptcy or other financial restructuring; or

·The active market for the financial asset disappears due to financial difficulties.

The loss allowance for a financial asset measured at its amortized cost is deducted from the carrying amount of the asset. The allowance for losses on debt instrument investments is measured at fair value through other comprehensive income. It is adjusted and recognized as other comprehensive income (without reducing the carrying amount of the assets).

When the company cannot reasonably expect to recover the financial assets as a whole or in part, it will directly reduce the total book amount of its financial assets. For the company, the company shall analyze the date and amount of the write-off on the basis of whether it is reasonable to expect recovery. The company does not expect a significant reversal of the write-off. However, financial assets that have been written off may still be enforced to comply with the procedures of the consolidated company for recovering overdue amounts.

(7) Financial assets derecognition

When the Company terminates the contractual rights from the cash flow of such assets or has transferred the financial assets and almost all risks and returns of the asset ownership have been transferred to other enterprises, the financial assets shall be derecognized.

Transactions in which the Company enters into transfers of financial assets that retain all or substantially all of the risks and rewards of ownership of the transferred assets continue to be recognized on the balance sheet.

2. Financial liabilities and equity instruments

99

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

(1) Classification of liabilities or equity

Debt and equity instruments issued by the Company are classified as financial liabilities or equity based on the substance of the contractual agreements and the definitions of financial liabilities and equity instruments.

(2) Equity transactions

An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities. Equity instruments issued by the Company are recognized at the amount of the consideration received less direct issue costs.

(3) Compound financial instruments

The number of shares issued does not vary with the change in fair value of the compound financial instruments, which are convertible bonds (denominated in New Taiwan dollars) that the holders have the option to convert to equity.

The original recognition amount of the liability component of a compound financial instrument is measured at the fair value of a similar liability excluding the equity conversion rights. The original recognition amount of the equity component is measured as the difference between the fair value of the compound financial instrument as a whole and the fair value of the liability component. Any directly attributable transaction costs are allocated to the liability and equity components in proportion to the carrying amounts of the original liability and equity.

After initial recognition, the liability component of a compound financial instrument is measured at amortized cost using the effective interest method. The equity component of a compound financial instrument is not remeasured after initial recognition.

Interest related to financial liabilities is recognized as profit or loss. Financial liabilities are reclassified to equity upon conversion, and no gain or loss is recognized upon conversion.

(4) Financial liabilities

Financial liabilities are classified as amortized costs or measured at fair value through profit or loss. Financial liabilities which are held for trading, derivatives or specified at the time of their original recognition are classified as being measured at fair value through profit or loss. Financial liabilities, measured at fair value through profit and loss, are measured at fair value, and the associated net benefits and losses, including any interest expense, are recognized as profit and loss.

The effective subsequent interest method for other financial liabilities is measured

100

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

at the amortized cost. Interest expenses and exchange gains and losses are recognized as gains and losses. Any benefit or loss at the time of discounting is also considered as profit or loss.

(5) Derecognition of financial liabilities

The Company derecognizes financial liabilities when contractual obligations have been fulfilled, cancelled or matured. When the terms of a financial liability are modified and the cash flows of the modified liability differ materially, the original financial liability is derecognized and a new financial liability is recognized at fair value based on the modified terms.

When derecognizing financial liabilities, the difference between carrying amount and the sum of paid or payable considerations (including any transferred non-cash capital or assumed liabilities) shall be recognized as gains and losses.

(6) Offset between financial assets and liabilities

Financial assets and financial liabilities can be offset with each other and represented on the balance sheet with net value only when the Company has legal rights to offset and has the intention to deliver with net value as well as realize capital and liquidate the liabilities.

3. Derivative financial instruments

The Company holds derivative financial instruments to avoid foreign currency and interest rate risks. Embedded derivatives are separated from the main contract when specific conditions are met and the main contract is not a financial asset.

Derivative instruments are initially recognized at fair value and subsequently measured at fair value, and the resulting gain or loss is recognized directly in profit or loss.

(7) Inventory

Inventory shall be measured with the lower of the costs and net realizable value. The costs include the acquisition, production and processing costs enabling them to arrive at the available places and status and other costs, which are calculated according to the standard cost method, and priced at cost transferring according to weighted mean method. The costs of the inventory of finished products and products in process include the manufacturing costs amortized based on normal production capacity according to proper percentage.

Net realizable value refers to the estimated prices under normal operation deducting estimated costs to be needed for estimated completion and estimated costs to be needed for completing selling.

(8) Investing subsidiary

In preparing parent company only financial statements, the Company applies the equity

101

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

method to investees over which it has control. Under the equity method, the share of current profit or loss and other comprehensive income of the parent company only financial report is the same as the share of current profit or loss and other comprehensive income attributable to the owners of the parent in the financial statements prepared on a consolidated basis, and the interest of the owners of the parent company only financial report is the same as the interest attributable to the owners of the parent in the financial statements prepared on a consolidated basis.

Changes in the Company’s ownership interest in a subsidiary that do not result in a loss of control are treated as equity transactions with owners.

(9) Investment property

Investment real estate means real property held for the purpose of earning rent or asset appreciation, or both, rather than for the purpose of production, provision of goods or services, or for administrative purposes. Investment real estate is originally measured by cost, and later measured by cost minus accumulated depreciation and accumulated impairment. The depreciation method, durable life and residual value shall be treated in accordance with the provisions of real estate, plant and equipment.

The disposal interest or loss of the investment real estate (calculated at the difference between the net disposal price and the account amount of the project) shall be recognized as the profit or loss.

The rental income of investment real estate is recognized as other income in the straight-line method during the lease term. The incentive to lease is recognized as part of the rental income during the lease term.

(10) Property, plant and equipment

1. Recognition and measurement

Items of property, plant and equipment are measured at cost, including capitalized borrowing costs, less accumulated depreciation and any accumulated impairment.

Significant components of property, plant and equipment are treated as separate items

(major components) when they have different life cycles.

Gain or loss on disposal of property, plant and equipment is recognized in profit or loss.

2. Subsequent costs

Subsequent expenses are capitalized only when it is probable that future economic benefits will flow into the Company.

3. Depreciation

Depreciation is calculated based on the cost of the asset less its residual value and is

102

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

recognized in profit or loss using the straight-line method over the estimated useful life of each component.

The land is not subject to depreciation.

The estimated useful lives for the current and comparative periods are as follows:

  • (1) Buildings 20-40 years

  • (2) Machinery 2-10 years

  • (3) Other equipment 2-10 years

The Company reviews the method of depreciation, durability and residual value at each reporting date and makes appropriate adjustment as necessary.

4. Reclassification to investment real estate

When real property for own use is reclassified to investment property, the real property is reclassified to investment property based on its carrying amount at the time of change of use.

(11) Leasing

The company shall assess whether the contract is a lease or includes a lease on the date of formation of the contract. If the contract transfers control over the use of the identified assets for a period of time in exchange for consideration, the contract shall be a lease or includes a lease.

1. The lessee

The company recognize the right-of-use assets and lease liabilities on the beginning date of the lease. Right-of-use assets are originally measured in terms of cost, which includes the original measured amount of lease liabilities, adjusts the lease beginning date or before payment of any rent payment, and the initial direct costs, and applied to removing the asset and restoring its location or the estimated cost of the underlying assets. It minuses the charge of any lease incentives at the same time.

Depreciation of right-of-use assets following the commencement of the lease shall be carried out by the straight-line method at the end of the useful life of right-of-use assets or earlier at the end of the lease term. In addition, the company will periodically evaluate whether there is any loss of right-of-use assets and deal with any loss that has occurred, and adjust the right-of-use assets in the case of lease liabilities.

Lease liabilities are defined as the present value of lease benefits not yet paid at lease commencement date. If the implied lease rate is easy to determine, the discount rate will be that rate, and if not, the incremental borrowing rate of the Company will be used. Generally speaking, the consolidated company adopts its incremental borrowing rate as the discount rate.

103

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

Lease benefits measured in Lease liabilities include:

  • (1) fixed payments, including substantive fixed payments;

  • (2) depending on the variation of a certain index or rate of rent payment, the index or rate on the commencement date of the lease shall be used as the original measurement;

  • (3) the guaranteed amount of salvage value expected to be paid; and

  • (4) the price at which the option to exercise the option to purchase or terminate the lease will be reasonably determined or the penalty to be paid.

  • Lease liabilities is then calculated using effective interest method, and the amount

  • was measured when:

  • (1) changes in the index or rate used to determine lease payments result in changes in future lease payments;

  • (2) the guaranteed amount of the residual value expected to be paid has changed;

  • (3) the evaluation of the underlying asset purchase option has changed;

  • (4) the estimate of whether to exercise the option of extension or termination has changed, which leads to the change of the assessment of the lease period;

  • (5) modification of the subject matter, scope or other terms of the lease.

Lease liabilities are remeasured due to the aforementioned changes in the index or rate used to determine lease payments, changes in the residual value guarantee amount, and changes in the evaluation of purchases, extensions or termination options, the book value of right-of-use assets should be adjusted accordingly. When the book value of right-of-use assets is reduced to zero, the remaining re-measured amount is recognized in profit or loss.

For the tease modifications about the reduced coverage, the book amount of right-of-use assets will be reduced to reflect partial or total termination of Lease, and the difference between Lease assets and Lease assets will be included in the profit and loss.

The company will express the right-of-use assets and lease liabilities that do not conform to the definition of investment real estate in the form of single line items in the balance sheet.

In relation to short-term leases and leases of low-value assets, the Company has chosen not to recognize right-of-use assets and lease liabilities, but rather to recognize

104

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

lease payments on a straight-line basis as an expense during the lease term.

2. The lessor

The transaction in which the company is a lessor shall be classified as a financial lease or an operating lease on the date of establishment of the lease, depending on whether or not the lease contract is transferred to almost all the risks and rewards attached to the ownership of the underlying asset. In the evaluation, the consolidated company shall consider certain indicators, including whether the lease term covers the principal part of the underlying asset’s economic life.

If the company is a sublease lessor, it will handle the master lease and the sublease transaction respectively and evaluate the sublease transaction classification based on the right-of-use assets generated from the master lease. If the principal lease is a short-term lease and a recognition waiver is applicable, the sublease transaction shall be classified as an operating lease.

(12) Intangible assets

1. Recognition and measurement

Computer software acquired by the Company is measured at cost less accumulated amortization and accumulated impairment.

2. Subsequent expenditure

The subsequent expenditure can be capitalized only when they can increase the future economic benefits of relevant specific assets, and all of other expenditures are recognized as gains and losses when they occur, including the expenses for developing reputation and brand establishing.

3. Amortization

Amortization is calculated based on the cost of the asset less its estimated residual value and is recognized in profit or loss using the straight-line method over the estimated useful lives of the Intangible assets, from one to five years from the time the assets reach a ready-for-use condition.

The Company reviews the amortization method, useful life and residual value of Intangible assets at each reporting date and makes appropriate adjustments as necessary. (13) Non-financial asset impairment

At each reporting date, the Company assesses whether there is any indication that the carrying amount of non-financial assets (other than inventories, deferred income tax assets) may be impaired. If any indication exists, the recoverable amount of the asset is estimated.

For the purpose of impairment testing, cash inflows that are largely independent of other individual assets or groups of assets are treated as the smallest identifiable group of

105

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

assets.

The recoverable amount is the higher of the fair value less costs to dispose of the individual asset or cash-generating unit or its value in use. If the recoverable amount of an individual asset or cash-generating unit is less than its carrying amount, an impairment loss is recognized. An impairment loss is recognized immediately in profit or loss and is reduced first by the carrying amount of goodwill amortized on the cash-generating unit and then by the carrying amount of each other asset in the unit in proportion to its carrying amount.

Non-financial assets other than goodwill are reversed only to the extent that they do not exceed the carrying amount (net of depreciation or amortization) that would have been determined had no impairment loss been recognized for the asset in prior years.

(14) Provision for liabilities

Provisions are recognized as present obligations due to past events that make it probable that the Company will need to expend economically efficient resources in the future to settle the obligation and the amount of the obligation can be reliably estimated.

The amount recognized in Provisions takes into account the risks and uncertainties of the obligation and is the best estimate of the payments required to settle the obligation at the end of the reporting period. If Provisions is measured at the estimated cash flows to settle this realistic obligation, the carrying amount is the present value of those cash flows. (15) Income recognition

Revenue from customer contracts

Income is measured in consideration for the expected entitlement to transfer goods or services. The company recognizes revenue from the transfer of control of goods or services to the customer in order to meet its performance obligations.

The company manufactures electronic components and sells them to manufacturers in the electronics industry. The company recognizes revenue at the time of the transfer of control over the products. Control transfer of the product means that the product has been delivered to the customer and the customer can fully determine the sales channel and price of the product, and there is no failure to fulfill obligations that would affect the customer’s acceptance of the product. Delivery occurs when the product is shipped to a specific location, the risk of obsolescence and loss has been transferred to the customer, the customer has accepted the product in accordance with the sales contract, the acceptance terms have expired, or the consolidated company has objective evidence that all acceptance conditions have been met.

The consolidated company recognizes revenue on the basis of the net amount of the estimated discount deducted from the contract price, the amount of which is estimated based on past experiences, and only to the extent that there is a high probability that no significant

106

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

turnaround will occur. As of the date of the report, the sales will expect to pay the customer for the discount, which is refunded as refund liabilities. The average credit period of sales is one hundred twenty days to one hundred fifty days, which is consistent with the practice of the same trade, so no financing elements are included.

The company shall recognize accounts receivable at the time of delivery of the goods, as the consolidated company shall have the right to receive unconditional consideration at that time.

The time between the transfer of goods or services from all customer contracts to the customer and the time between the customer’s payment for the goods or services is expected to be no more than one year, so the company does not adjust the time currency value of the transaction price.

(16) Employee benefits

1. Defined contribution plan

The contribution obligation of the defined contribution pension plan is recognized as an expense in the period in which the employees render service to the Company.

2. Defined benefit plan

The Company’s net obligation to a defined benefit plan is measured by discounting the present value of future benefits earned by the employee’s current or prior period of service, less the fair value of the plan assets.

The defined benefit obligation is actuated annually by a qualified actuary using the projected unit benefit method. When the results of the calculation are probable to be favorable to the Company, an asset is recognized to the extent of the present value of any economic benefits that may be obtained by returning a contribution from the plan or reducing future contributions to the plan. Any minimum funding requirement is taken into account in calculating the present value of economic benefits.

The remeasurement of the net defined benefit obligation, including actuarial gains and losses, compensation for plan assets (excluding interest), and any change in the impact of asset limits (excluding interest) is recognized immediately in other comprehensive income and accumulated in retained earnings. The Company determines net interest expense (income) for net defined benefit liabilities (assets) using the net defined benefit liabilities (assets) and discount rate determined at the beginning of the annual reporting period. Net interest expense and other costs for defined benefit plans are recognized in profit or loss.

When a plan is revised or curtailed, changes in benefits related to prior period service costs or curtailment gains or losses are recognized immediately in profit or loss. The Company recognizes gain or loss on the settlement of defined benefit plans when

107

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

settlement occurs.

3. Short-term employee benefits

Short-term employee benefit obligations are recognized as an expense when services are provided. If the Company has a present legal or constructive obligation to pay for services rendered by employees in the past and the obligation can be estimated reliably, the amount is recognized as a liability.

(17) Share-based payment transactions

Equity-settled share-based payment agreements recognize an expense and increase relative equity over the vesting period of the award at the grant date fair value. The expense recognized is adjusted for the number of awards that are expected to qualify for the service condition and the non-market vesting condition, and the final amount recognized is measured based on the number of awards that qualify for the service condition and the non-market vesting condition on the vesting date.

The non-vested conditions regarding share-based payment awards are reflected in the measurement of the fair value of the share-based payment awards at the date of grant and no adjustment is required to be made to verify the difference between the expected and actual results.

The fair value amount of the share appreciation rights payable to employees for cash settlement is recognized as an expense and an increase in the relative liability in the period in which the employees reach the point where they can receive unconditional compensation. The liability is remeasured at the fair value of the share appreciation rights at each reporting date and settlement date, and any change is recognized in profit or loss.

(18) Income tax

Income taxes include current and deferred income tax asset. Except those related to enterprise consolidation and items directly recognized as equities or other comprehensive income, Current tax and deferred income tax asset shall be recognized as gains and losses.

Current taxes include expected payable income taxes or receivable tax rebates of the annual taxation (losses) calculated according to the legal tax rate or substantial legal tax rate on the report day, and any unappropriated retained earnings plus 10% income tax recognized as tax expense in the shareholders meeting resolution year calculated according to the adjustments to the payable income taxes in the previous year and the provisions of income tax laws.

Deferred income tax assets are measured and recognized according to the temporary difference between the carrying amount and taxation basis of assets and liabilities with financial report objectives. In case of any of the following situations, the temporary differences will not be recognized as deferred income tax assets:

108

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

  1. Those do not belong to the assets or liabilities originally recognized in the transaction of enterprise consolidation, and not influencing accounting profits and taxation incomes (losses) during the transaction.

  2. Those generated due to investment subsidiary company and joint equities and likely to not to be returned in the foreseeable future.

  3. Original recognition of business reputation

Deferred income tax assets are recognized for unused tax losses and unused income tax credits in subsequent periods to the extent that it is probable that future taxable income will be available against which the temporary differences can be deducted. Deferred income tax assets are reassessed at each reporting date and reduced to the extent that it is not probable that the related income tax benefit will be realized, or to the extent that it becomes probable that sufficient taxable income will be available to allow the reversal of the original reduction.

Deferred income tax assets are measured according to the tax rate in the current period when the expected capital is realized or liabilities are liquidated and based on the legal tax rate or substantial legal tax rate on the report day.

Only when the Company shall meet the following conditions at the same time, can the deferred income tax assets and deferred tax liabilities offset with each other:

  1. Having the legal execution right to make the current income tax assets and the current tax liabilities offset with each other: and

  2. Deferred income tax assets and deferred tax liabilities are related to one of the subjects of tax payment from which the same tax authority levies income tax;

  3. (1) Same subject of tax payment; or

  4. (2) Different subjects of tax payment, but all subjects intend to liquidate the current tax liabilities and assets based on net amount or at the same time realize assets and liquidate liabilities in each of the future periods when deferred income tax assets of major amounts are expected to be recovered and deferred tax liabilities expected to be liquidated.

(19) Earnings per share

The Company lists the basic and diluted earnings per share of holders of common stock equity of the Company. The basic earnings per share of the Company shall be calculated with the gains and losses of the holders of common stock equity of the Company divided by the weighted mean of current outstanding common shares. Diluted earnings per share shall be calculated after adjusting the influence of all potential diluted common shares of the gains and losses of the holders of common stock equity of the Company and the weighted mean of current outstanding common shares. The potential diluted common shares of the Company include convertible corporate bonds and stock options for employees.

109

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

(20) Segmental information

The Company has disclosed segment information in the Consolidated Financial Statements and therefore parent company only financial statements do not disclose segment information.

110

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

V. Primary Sources of Major Accounting Judgment, Estimate and Assumption Uncertainties

Management is required to make judgments, estimates and assumptions in preparing this entity’s financial statements that will affect the adoption of accounting policies and the reported amounts of assets, liabilities, revenue and expenses. Actual results may differ from estimates.

The management authority continuously inspects the estimate and basic assumption, and accounting changes are recognized during the period of changes and the period of future to be influenced.

The following assumptions and estimates are subject to significant risks of material adjustments to the carrying amounts of assets and liabilities in the next financial year, and the related information is as follows:

Inventory evaluation

Since inventory must be measured at the lower of cost or net realizable value, the company estimates the reported amount of inventory due to normal wear and tear, obsolescence, or no market sale value daily and reduces the cost of inventory to net realizable value. The net realizable value of inventories may change significantly due to rapid changes in the industry and the introduction of new products. Please refer to Note VI (4) for the inventory assessment.

VI. Descriptions for Important Accounting Items

(1) Cash and cash equivalents

Cash and cash equivalents
Petty cash
Checks and demand deposits
Time deposits
Cash and cash equivalents listed on the Statement
Dec. 31, 2022
$ 59
698,497
2,429,211

Dec. 31, 2021
52
725,472
54,389
779,913

$
3,127,767

Disclosures of interest rate risks and sensitivity analysis on financial assets and liabilities of the Company are seen in Note VI (25).

(2) Financial assets

1. Financial assets measured at FVTPL

Financial assets mandatorily measured at FVTPL:
Current:
Non-derivative financial assets
Over-the-counter company stocks
Non-current
Non-hedging derivatives
Dec. 31, 2022
$ 16,531
Dec. 31, 2021

-

111

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

Embedded derivatives—right of redemption
Total
-
3,370

$
16,531
3,370

Please refer to Note VI (12) for the disclosure of embedded derivatives of the convertible bonds issued by the Company.

Please refer to Note VI (25) for the amount recognized in profit or loss based on fair value remeasurement.

2. Financial assets measured at FVTOCI

Financial assets measured at FVTOCI
Equity instruments measured at fair value through other
comprehensive income:
Non-current:
Domestic unlisted (or OTC) stocks—SteadyBeat
Technology Corporation
Domestic unlisted (or OTC) stocks—G-sau Co., Ltd
Total
Dec. 31,
2022
$ 4,426
169
Dec. 31, 2021

8,545

955
$
4,595

9,500

The Company’s investments in these equity instruments are not held for trading purposes and have been designated as measured at FVTOCI.

The Company has no dividend income from equity instruments measured at FVTOCI as listed above for the year 2022 and 2021.

Due to considerations of asset allocation, the Company adjusted its investment portfolio to diversify risk and sold designated SteadyBeat Technology Corporation measured at fair value through other comprehensive income on September 30, 2022. The fair value at the time of disposal was NT$1,422,000, and the cumulative disposal loss was NT$0.

As of December 31, 2022 and 2021, none of the Company’s financial assets had been pledged as collateral.

(3) Notes receivable, accounts receivable and other receivables

Notes receivable
Accounts receivable
Other receivables
Less: provisions
Dec. 31, 2022
$ 1,394
6,878,866
41,147
(6,487)


Dec. 31, 2021
1,911
5,847,230
25,195
(4,755)
5,869,581

$
6,914,920

For the changes in the provisions for notes and accounts receivable for the years 2022 and 2021, please refer to Note VI (25) 1. (3) Statement of Impairment Losses.

112

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

(4) Inventory

Merchandises
Finished goods
Raw materials
Dec. 31, 2022
$ 992,396
3,430
1
$
995,827
Dec. 31, 2021

993,764

2,061
29
995,854

The Company’s inventory as of December 31, 2022 and 2021 including allowance for inventory losses are NT$98,280 thousand dollars and NT$64,856 thousand dollars respectively.

The Company recognized inventory-related expenses (gain) as follows:

Cost of goods sold
Inventory valuation and disposal loss
Total
2022
$ 13,109,580
36,076
$
13,145,656
2021

11,389,816
21,612
11,411,428

As of December 31, 2022 and 2021, the Company’s inventories were not pledged as security.

  • (5) Investment accounted for using the equity method

The investments of the Company accounted for using the equity method are as follows:

Subsidiaries Dec. 31, 2022
$
16,939,519
Dec. 31, 2021

12,624,489

1. Subsidiaries

Please refer to the consolidated financial statements for year 2022.

2. Guarantee

As of December 31, 2022 and 2021, the Company’s investments accounted for using

the equity method did not provide security for the pledge.

(6) Property, plant and equipment

The changes in the cost, depreciation and impairment losses of the property, plant and equipment of the Company are as follows:

Cost or deemed cost:
Balance on January 1, 2022
Addition
Investment property transferred in
Disposal
Balance on December 31, 2022
Land
$ 28,250
-
221,400
-
Buildings Machinery
equipment

11,920
-

-
(1,229)
Other

51,455
4,654
-
(763)


Total

124,063

4,654
244,828
(1,992)
371,553

32,438
-

23,428
-
$
249,650
55,866
10,691

55,346

113

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

Balance on January 1, 2021
Addition
Disposal
Balance on December 31, 2021
Losses on depreciation and impairment:
Balance on January 1, 2022
Depreciation in the year
Disposal
Investment property transferred in
Balance on December 31, 2022
Balance on January 1, 2021
Depreciation in the year
Disposal
Balance on December 31, 2021
Book value:
December 31, 2022
December 31, 2021
$ 28,250
-
-

32,438
-
-

12,480
155
(715)

49,298

5,697
(3,540)

122,466

5,852

(4,255)
$
28,250
32,438
11,920

51,455


124,063

$ -
-
-
-

17,876
1,304
-
4,178


11,633

74
(1,194)
-


36,200

5,656

(724)
-


65,709

7,034

(1,918)
4,178
$
-

23,358
10,513 41,132
75,003
$ -
-
-

16,973
903
-


12,288

60
(715)


34,929

4,811
(3,540)


64,190

5,774

(4,255)
$
-
17,876
11,633

36,200


65,709
$
249,650

32,508

178

14,214

296,550

$
28,250

14,562
287
15,255

58,354

As of December 31, 2022, and December 31, 2021, property, plant and equipment were used as collateral for short-term loans and financing lines. Please refer to Note VIII for details.

(7) Right-of-use assets

The costs and depreciation of the leased buildings of the Company are as follows:

Cost of right-of-use assets:
Balance on January 1, 2022
Derecognition upon maturity
Balance on December 31, 2022
Balance on January 1, 2021
Addition
Balance on December 31, 2021
Depreciation of right-of-use assets:
Balance on January 1, 2022
Depreciation for the period
Derecognition upon maturity
Balance on December 31, 2022
Balance on January 1, 2021
Depreciation for the period
Balance on December 31, 2021
Book value:
December 31, 2022
December 31, 2021
Buildings
$ 118
(118)
$
-
$ -
118
$
118
$ 59
59
(118)
$
-
$ -
59
$
59
$
-
$
59

114

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

(8) Investment property

The changes in the investment property of the Company are as follows:

Cost or deemed cost:
Balance on January 1, 2022
Addition
Reclassified to property, plant, and
equipment
Balance on December 31, 2022
Balance on January 1, 2021
Addition
Balance on December 31, 2021
Losses on depreciation and impairment:
Balance on January 1, 2022
Depreciation
Reclassified to property, plant, and
equipment
Balance on December 31, 2022
Balance on January 1, 2021
Depreciation
Balance on December 31, 2021
Book value:
December 31, 2022
December 31, 2021
Fair value:
December 31, 2022
December 31, 2021
Land
$ 260,576
90,210
(221,400)
Buildings

46,348

79,324

(23,428)

$
129,386


102,244

$ 260,576
-


44,832
1,516
$
260,576

46,348

$ -
-
-

6,668
3,099
(4,178)
$
-

5,589
$ -
-

5,481
1,187
$
-

6,668
$
129,386

96,655

$
260,576

39,680

As of December 31, 2022, and 2021, for details of investment properties serving as collateral for long-term borrowings and financing, please refer to note VIII.

(9) Intangible assets

The changes in the cost and amortization of the intangible assets of the Company are as

follows:

Cost:
Balance on January 1, 2022
$ Computer
software
111,084
Other
600
Total
111,684

115

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

Balance on December 31, 2022
Balance on January 1, 2021
Separate acquisition
Derecognization
Balance on December 31, 2021
Losses on amortization and
impairment:
Balance on January 1, 2022
Amortization for the period
Balance on December 31, 2022
Balance on January 1, 2021
Amortization for the period
Derecognization
Balance on December 31, 2021
Book value:
Balance on December 31, 2022
Balance on December 31, 2021
$
111,084
600

600

-

-
600

-

-
-

-

-

-
-
600
600
111,684

143,819
10,852
(42,987)
111,684
29,150
22,639
51,789
46,236
25,901
(42,987)
29,150
59,895
82,534

$ 143,219
10,852
(42,987)

$
111,084

$ 29,150
22,639

$
51,789

$ 46,236
25,901
(42,987)

$
29,150

$
59,295

$
81,934

(10) Short-term loans

The details of the Company’s short-term loans are as follows:

Unsecured bank loan

Unused line of credit

Interest rate range
Dec. 31, 2022
$
1,830,000
Dec. 31, 2021

552,240

$
1,922,010



1,207,600

1.55%~1.80%


0.70%~0.85%

For information on the Company’s interest rate and foreign currency risk, please refer to Note VI (25). In addition, please refer to Note VIII for the Company’s pledge of assets for short-term loans and Note IX for the Company’s guarantee notes for bank loans and financing lines.

(11) Long-term loans

The details of the Company's long-term loans are as follows:

Bank loan—Secured loan (due in May 2037)
Less: Portion due within a year
Total
Unused limit
Interest rate range
Dec. 31, 2022
$ 126,175
8,361
$
117,814
$
-
1.75%



Dec. 31, 2021
-
-
-
-
-

116

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

Please refer to Note VIII for details of the Company's collateralization of assets for bank loans.

  • (12) Bonds payable
Information on the Company’s issuance of unsecured
Total amount of convertible bonds issued
Cumulative buyback amount
Cumulative amount converted
Unamortized balance of discount on bonds payable
Balance of bonds payable at the end of the period
Embedded derivatives—right of redemption (reported as
financial assets measured at FVTPL)
Equity component - conversion rights (reported as capital
reserves - stock options)
Embedded derivatives—Redemption benefits (losses)
(reported as other gains and losses)
Interest expense
convertible bonds
Dec. 31, 2022
$ 1,000,000
(2,800)
(997,200)
-
is as follows:
Dec. 31, 2021

1,000,000

-

(63,900)
(24,173)
911,927
3,370
171,527
2021
2,700
3,530
$
-
$
-
$
-
2022
$
(576)

$
6,795

1. Issuance details

On August 19, 2021, the Company issued 10,000 domestic first three-year unsecured convertible bonds with a coupon rate of 0%, which are repayable in cash at par on maturity.

The conversion price was set at $563.2 per share at the time of issuance, and the conversion price will be adjusted according to the formula specified in the terms of the issuance if the conversion price of the Company’s common shares is adjusted in accordance with the terms of the issuance. The conversion price on December 31, 2022 and 2021 was $535 and $547.5, respectively. There is no reset clause for the bonds.

The Company redeems the outstanding bonds at par value in cash if one of the following conditions is met:

  • (1) If the closing price of the Company’s common stock on the Taiwan Stock Exchange exceeds the conversion price of the Bonds by more than 30% for 30 consecutive business days from the day after the third month of the issuance of the Bonds to the 40th day before the expiration of the issuance period.

  • (2) The outstanding balance of the bonds is less than 10% of the original issue amount from the day after the third month of issuance to the 40th day before the expiration of the issuance period.

117

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

2. Conversion details

In 2022 and 2021, bondholders have requested the conversion of 9,333 and 639 of the Company's first three-year unsecured convertible corporate bonds, respectively. The book amount at the time of conversion totals NT$915,969,000 and NT$62,550,000. The net change in capital surplus generated by the bond conversion during the current period is NT$895,831,000 and NT$60,853,000. Also, the share capital generated by the bond conversion is NT$17,352,000 and NT$1,167,000. Please refer to note VI (19) for details on the share conversion.

3. Repurchase details

The Company repurchased 28 of its first convertible corporate bonds in 2022 for a total of NT$2,800,000. The book value of the bonds at the time of repurchase was NT$2,753,000. The net gain from the bond repurchase recognized in 2022 was NT$35,000, which is included in other gains and losses. The original capital surplus recognized from the initial issue of share options was transferred to the capital surplus of treasury shares transaction, amounting to NT$423,000. Furthermore, the Company exercised its redemption right and terminated over-the-counter trading on December 9, 2022.

(13) Lease liabilities

The carrying amounts of the Company’s lease liabilities are as follows:

Current Dec. 31, 2022
$
-
Dec. 31, 2021
59

Please refer to Note VI (25) for the maturity analysis. The amounts recognized in the profit and loss are as follows:

Please refer to Note VI (25) for the maturity analysis.
The amounts recognized in the profit and loss are as follows:

ollows:
2022
Interest expense for lease liabilities
$
1
Short-term lease expense
$
47
The amounts recognized in the Statement of Cash Flows are as follows:
2022
Total cash outflow for leases
$
107
(14) Refund liabilities - current
Dec. 31, 2022
Refund liabilities - current
$
384,044
2022
$
1
2021

1
$
47

896

2021

956
Dec. 31, 2022
$
384,044
Dec. 31, 2021
195,105

The refund liabilities are mainly the prepayments to customers for the sales discount and defects of electronic components.

(15) Provision for liabilities

Dec. 31, 2022 Dec. 31, 2021

118

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

Provision for liabilities - non-current Employee benefits $ 41,410 45,220

Employee benefits are estimated under the Company’s defined benefit plan, please refer to Note VI (17) for details.

(16) Operating leasing

The company leases its investment real estate, which is classified as an operating lease because almost all risks and rewards belonging to the ownership of the underlying asset have not been transferred. Please refer to Note VI (8) for details of the investment real estate.

Due date analysis of lease benefits to report the total amount of undiscounted lease benefits received in the future is shown in the following table:

Less than 1 year
1 to 2 years
2 to 3 years
3 to 4 years
4 to 5 years
Total undiscounted lease payments
Dec. 31, 2022
$ 2,816
1,176
126
88
-
Dec. 31, 2021

1,183

264

126

126
89
$
4,206
1,788

Rental income generated from investment properties was NT$1,464,000 dollars and NT$4,609,000 dollars for 2022 and 2021 respectively. The direct operating expenses (including maintenance) incurred by the investment properties that generated rental income during the period were NT$3,332,000 dollars and NT$1,367,000 dollars respectively.

(17) Employee benefits

1. Defined benefit plans

The reconciliation between the present value of defined benefit obligations and the fair value of plan assets of the Company is as follows:

Dec. 31, 2022
Dec. 31, 2021
Present value of defined benefit obligations
$ 78,993
78,057
Fair value of plan assets
(37,583)
(32,837)
Net defined benefit liability
$
41,410
45,220
Details of the employee benefit liabilities of the Company are as follows:
Dec. 31, 2022
Dec. 31, 2021
Liabilities from paid leaves
$
5,354
5,108
Dec. 31, 2022
$ 78,993
(37,583)
Dec. 31, 2021

78,057

(32,837)

$
41,410


45,220

The defined benefit plan of the Company is contributed to special account of contribution for retirement of Bank of Taiwan. The retirement payment of each employee

119

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

applicable to Labor Standards Law is calculated in accordance with the base obtained based on the length of service and the average salaries within six months before retirement.

(1) Composition of plan assets

The retirement fund contributed by the Consolidated under the Labor Standards Law shall be controlled by the Labor Funds Operation Bureau of the Ministry of Labor (hereinafter referred to as the Labor Funds Bureau), and under the provisions of Measures on the Management and Application of Labor Retirement Funds, the annual minimum return settled and distributed from the funds operation shall not be lower than the incomes calculated in accordance with the 2-year time certificate of deposit rate of the local banks.

As of the reporting date, the balance of the Company in the special account of contribution for retirement of Bank of Taiwan amounts to NT$ 37,583,000 dollars. The data of the application of the labor retirement funds include funds yield and funds asset allocation, with details to be seen in the information released on the website of the Labor Funds Bureau.

(2) Changes in the present values of defined benefit obligations

Changes in the present values of defined obligations of the Company in 2022 and in 2021 are as follows:

Defined benefit obligation on January 1
Service cost and interest in the year
Remeasurement of net defined benefit liabilities
(assets)
Benefit paid by the plan
Defined benefit obligation on December 31
) Changes in fair value of plan assets
The changes in the fair value of defined benefit
and in 2021 are as follows:
Fair value of plan assets on January 1
Interest income
Remeasurement of net defined benefit liabilities
(assets)
Amount contributed to the plan
Benefit paid by the plan
2022
$ 78,057
1,128
(192)
-
2021

83,499

951

(3,373)
(3,020)
$
78,993

78,057


plan assets of the Company in 2022
2022
2021
$ 32,837
34,241
228
119
2,598
477
1,920
1,020
-
(3,020)

(3) Changes in fair value of plan assets

The changes in the fair value of defined benefit plan assets of the Company in 2022 and in 2021 are as follows:

120

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

[Fair value of plan assets on December 31 ] $ 37,583 32,837

(4) Expenses recognized in profit or loss

The expenses of the Company recognized in profit or loss in 2022 and in 2021 are as follows:

Service cost for the period
Net interest of net defined benefit liabilities
Operating cost
Promotion expense
Administration expense
R&D expense
2022
$ 587
313
2021

662

170
$
900
832
$ 106
362
295
137

110

286

277

159
$
900

832

(5) Remeasurement of the net defined benefit liabilities (assets) recognized in other comprehensive income

Remeasurement of the accumulated net defined benefit liabilities (assets) of the Company recognized in other comprehensive income in 2022 and 2021 are as follows:

Accumulated balance on January 1
Amount recognized in the year
Accumulated balance on December 31
2022
$ (1,852)
2,790
2021
(5,703)
3,851

$
938

(1,852)

(6) Actuarial assumptions

The material actuarial assumptions used by the Company to determine the present value if defined benefit obligations at the end of the reporting period are as follows:

Discount rate
Increase in future salary
Dec. 31, 2022
1.30%
2.00%
Dec. 31, 2021
0.70%
2.00%

The amount of appropriation for defined benefit plans within 1 year after the reporting date for the year ended on December 31, 2022 is NT$1,149,000.

The weighted average duration of defined benefit plans is 9 years.

(7) Sensitivity analysis

The effects of changes in the main actuarial assumptions adopted on December 31,

2022 and 2021 on the present value of defined benefit obligations are as follows:

Effects on defined benefit obligations

121

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

December 31, 2022
Discount rate
Increase in future salary
December 31, 2021
Discount rate
Increase in future salary
Increased by
0.25%
Decreased by
0.25%
$ (1,918)
1,987
1,968
(1,909)
Effects on defined benefit
obligations
Increased by
0.25%
Decreased by
0.25%
(2,023)
2,099
2,066
(2,022)
Increased by
0.25%
(2,023)
2,066

The above sensitivity analysis refers to the analysis on the influence of single assumption change based on the situation that other assumptions keep unchanged. In practice, many changes to the assumptions may be linked. The calculation method of sensitivity analysis shall be consistent with that of net defined benefit liabilities of the balance sheet.

The method and assumption applied in current sensitivity analysis is consistent with those adopted in early stage.

2. Defined contribution plan

As to the defined contribution plan, the Company shall contribute the retirement funds of employees to the individual accounts for labor retirement funds of the Bureau of Labor Insurance according to 6% of the monthly salaries of labors under the provisions of Labor Pension Act. Under this plan, after contributing fixed amount to the Bureau of Labor Insurance, the Company will not assume the legal or constructive obligations of paying extra amount.

The pension expense under the defined contribution retirement funds of the Company in the year of 2022 and 2021 are NT$7,383,000 and NT$7,003,000 respectively, which have been contributed to the Bureau of Labor Insurance.

(18) Income tax

1. The details of the income tax expenses of the Company are as follows:

Income tax expense for the period
Income tax generated in the current period
Surtax on undistributed retained earnings
Adjustment of the income tax in the previous year
2022
$ 884,732
67,237
(26,456)
2021

423,624

56,192

(14,104)

122

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

Deferred income tax expense
Occurrence and reversal of temporary difference
Income tax expense
925,513
465,712


(44,403)
2,538


$
881,110
468,250

The income tax expenses (profit) of the Company recognized in other comprehensive income in 2022 and in 2021 are as follows:

Components of other comprehensive income that will
not be reclassified to profit or loss:
Remeasurement of defined benefit plan
2022
$
558
2021
770
The reconciliation of the relationship between the income tax expense income tax expense income tax expense (profit) and the
net profit before tax of the Company in 2022 and in 2021 is as follows:
2022 2021
Net profit before tax $ 7,135,373 3,940,451
Income tax calculated based on the tax rate of the place 1,427,075 788,090
where the Company located
Adjustments in accordance with local tax laws (586,746) (361,928)
Adjustment of current income tax for the prior period (26,456) (14,104)
Surtax on undistributed retained earnings 67,237 56,192
Total $ 881,110 468,250
2. Deferred tax assets and liabilities
(1) Recognized deferred tax assets
Dec. 31, 2022 Dec. 31, 2021
Losses from inventory price drop and obsolescence $ 19,656 12,971
Unappropriated pension expenses 237 441
Losses from the price drop of fixed assets and idle 44 44
assets
Refund liabilities and accounts payable 76,809 43,860
Unrealized foreign exchange losses 890 -
Remeasurement of defined benefit plan 8,428 8,986
Deferred tax assets $ 106,064 66,302
(2) Recognized deferred income tax liabilities
Dec. 31, 2022 Dec. 31, 2021
Recognized deferred income tax liabilities $
-
6,038

123

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

Fair value profit
Deferred income tax liabilities
1,955
-
$
1,955
6,038

3. Income tax approval

The approval on the filing of final income tax return of the Company has lasted till the year 2020 as required by the taxing authority.

(19) Capital and other equity

As of December 31, 2022 and 2021, the total authorized share capital of the Company was $1,550,000,000 dollars with a par value of $10 per share, and the actual amount issued was $1,068,762,000 and $1,059,779,000 dollars, separately.

In 2022, the Company issued 1,735 thousand new shares due to convertible bondholders exercising their conversion rights. Some of these shares are still being processed due to legal registration procedures and hence are listed under convertible bond certificates amounting to NT$9,536,000. The remaining procedures were completed in April, June, September, and December 2022.

In 2021, the Company issued 117 thousand new shares due to convertible bondholders exercising their conversion rights, and following a board resolution on March 21, 2022, the base date for issuing new common shares was set as March 22, 2022. The legal registration process was duly handled by April 19, 2022.

On May 13, 2021, the Board of Directors resolved to issue 2,500 thousand shares at a par value of $10 per share at an issue price of $432 per share through cash capital increase, with September 17, 2021 as the base date for the capital increase. The capital increase was approved by the Financial Supervisory Commission and the legal registration procedures were completed on October 8, 2021.

1. Capital reserves

The components of the Company’s capital reserve are as follows:


Premium of issued shares
Convertible bond conversion premium
Treasury stock transactions
Change in the net value of the stock of subsidiaries and
associates accounted for using the equity method
Employee stock options
Convertible bond stock options
Dec. 31, 2022
$ 4,628,739
1,139,407
423

498,123
40,330
-




Dec. 31, 2021
4,628,739
72,562
-
370,540
40,330
171,527
5,283,698
$
6,307,022

In accordance with the Company Act, capital surplus is required to cover losses first

124

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

before new shares or cash can be issued in proportion to the shareholders’ original shares. Realized capital surplus referred to in the preceding paragraph includes premiums from the issuance of shares in excess of par value and proceeds from gifts received. In accordance with the Regulations Governing the Issuer’s Offerings and Issuance of Marketable Securities, the aggregate amount of capital surplus that may be capitalized each year shall not exceed 10% of the paid-in capital.

2. Retained earnings

In accordance with the Company’s Articles of Incorporation, the Company shall, after the final settlement of each year’s earnings, first complete tax contributions, make up for prior years’ deficits and set aside 10% as legal reserve, except when the legal reserve has reached the level of total capital; the Company is required by law to set aside or reverse special reserve. In the case of unappropriated earnings for the same period, the Board of Directors shall propose a proposal for the distribution of earnings to the shareholders for resolution, and the dividend to be distributed shall not be less than 20% of the net profit for the year after taxation, after deducting the net income provided for by law.

The Company will take into account the environment and growth of the Company and the distribution of earnings should take into account the Company’s future capital expenditure budget and capital requirements and pay cash dividends of not less than 10% of the dividends distributed in the current year.

(1) Legal reserve

If the Company has no deficit, it may, by resolution of the shareholders in general meeting, issue new shares or cash out of the legal reserve to the extent that such reserve exceeds 25% of the paid-in capital.

(2) Special reserve

When the Company distributes the distributable profit, the net decrease in other equity items occurring in the year is added to the undistributed profit of the current period along with other items beyond the net profit after tax. A special reserve is set aside from the undistributed profit of the previous period. For accumulated decrease in other equity items of previous periods, an equal amount of special reserve shall be set aside from the undistributed profit of previous periods and cannot be distributed. When there is a reversal of other decreases in equity, profits can be distributed for the reversed part.

(3) Profit distribution

The Company's 2021 profit distribution was resolved at the annual shareholders

125

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

meeting on June 17, 2022. The 2020 profit distribution was resolved through electronic voting on June 19, 2021, and at the annual shareholders meeting on July 26, 2021. The dividends distributed to shareholders are as follows:

2021 2020
Payout ratio
Amount Payout ratio
Amount
(NT$) (NT$)
Distributed to the
holders of ordinary
shares:
Cash $ 15.92 1,695,646 13.30 1,376,256

On March 21, 2023, the Company’s board of directors proposed the following 2022 earnings distribution:

2022
Payout ratio
Amount
(NT$)
Distributed to the holders of ordinary shares:
Cash $ 26.00 2,803,575

Information on the distribution of earnings as proposed by the Board of Directors and resolved by the Shareholders’ Meeting is available on the “Market Observation Post System (MOPS)”

3. Other equity

Balance on January 1, 2022
Exchange differences arising from
the translation of the net assets
of foreign operations
Unrealized losses from financial
assets measured at FVTOCI
Balance on December 31, 2022
Balance on January 1, 2021
Exchange differences arising from
Exchange
differences on
translation of
foreign operations
$ (669,055)
349,783
-
Unrealized gain
(loss) on
financial assets
measured at
FVTOCI

(13,278)

-
(6,480)
Total

(682,333)
349,783

(6,480)
$
(319,272)

(19,758)


(339,030)

Exchange
differences on
translation of
foreign operations
$ (586,953)
(82,102)

Unrealized gain
(loss) on
financial assets
measured at
FVTOCI

(8,019)

-

Total

(594,972)
(82,102)

126

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

the translation of the net assets

of foreign operations

Unrealized losses from financial
assets measured at FVTOCI
Balance on December 31, 2021
-
(5,259)
(5,259)
$
(669,055)
(13,278)
(682,333)

(20) Share-based payment

The Company has the following share-based benefit transactions:


Date of grant
Number of grants
Granted to
Vesting conditions
Fair value at the grant date
Cash capital
increase reserved
for employee
**subscription **
The Company
2021.08.23
233 thousand
shares
Current
employees of the
Company
Immediate vesting
$107

The Company recognized a share-based employee compensation cost of NT$24,931 thousand from cash capital increase for employee stock options in 2021.

(21) Earnings per share

The calculation of basic earnings per share and diluted earnings per share of the Company is as follows:

Basic earnings per share:
Net profit attributable to the Company in the year
Weighted average shares outstanding (1,000 shares)
Basic earnings per share
Diluted earnings per share:
Net profit attributable to the Company in the year
Dilutive potential ordinary shares:
Convertible bond
Net income attributable to equity holders of the
Company’s common stock (adjusted for the effect of
dilutive potential common stock)
Weighted average shares outstanding (1,000 shares)
2022
$
6,254,263
2021

3,472,201

106,539



104,204

$
58.70



33.32
$ 6,254,263
5,897

3,472,201

664

$
6,260,160


3,472,865

2022
106,539


2021

104,204

127

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

Dilutive potential ordinary shares:
Employee compensation
Convertible bond
Weighted average common shares outstanding (adjusted
for the effect of dilutive potential common stock)
Diluted earnings per share
309
204
1,337
1,820


108,185
106,228


$
57.87
32.69

(22) Revenue from contracts with customers

1. Segmentation of main regional markets and main product revenue:

Major regional markets
Taiwan
Mainland China
Other countries
Main products/line of service:
Server
DT
NB
Strategic Projects
Automotive
Other
2022
$ 2,872,643
12,104,361
2,463,168
2021

1,997,810

10,340,036

1,813,364

$
17,440,172



14,151,210

$ 5,913,259
5,591,228
2,938,068
2,481,727
148,379
367,511



3,762,716

4,637,237

2,885,202

2,069,644

152,983

643,428

$
17,440,172



14,151,210

2. Balance of contract

ance of contract
Contract liabilities Dec. 31, 2022 Dec. 31, 2021

41,541
110.1.1

21,932
$
29,321

The beginning balances of contract liabilities as of January 1, 2022 and 2021 were recognized as income of NT$24,750,000 dollars and NT$18,072,000 dollars respectively.

(23) Non-operating revenue/expense

1. Interest income

The details of interest income of the Company are as follows:

Bank deposit interest 2022
$
25,756
2021
1,746

2. Other income

The details of other income of the Company are as follows:

2022

2021

128

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

Income from dividend
Income from molding
Income from compensation
Income from samples
Income from rentals
Income from subsidies
Other
$ 300
170,481
5,008
9,172
1,584
896
6,799
$
194,240

-

73,063

12,765

7,142

4,687

120
2,131
99,908

3. Other gains and losses

The details of other gains and losses of the Company are as follows:

Foreign exchange gain (loss)
Net profit or loss from financial assets (liabilities)
measured at FVTPL:
Derivatives:
Forward exchange contracts
Metal product swap contracts
Embedded derivatives
Non-derivative products
Net profit from bond repurchases
Profit (loss) from the disposal of property, plant and
equipment
Profit from disposal of investment
Other
Total
2022 2021

(72,885)
4,787
21,078

2,700

-

-

467

-

(1,765)
$ 495,993
-
-
(576)
10,349
35
(34)
3,217
(1,339)

$
507,645



(45,618)

4. Financial costs

The details of the financial cost of the Company are as follows:

Bank loans
Lease liabilities
Conversion of corporate bonds
2022 2021

3,216

1

3,530
$ 13,625
1
6,795

$
20,421



6,747

(24) Compensation to employees, directors, and supervisors

In accordance with the Company’s Articles of Incorporation, no less than 3% of the Company’s annual profits shall be appropriated to the Compensation of Employees and no more than 3% to the Compensation of Directors and Supervisors; however, if the Company

129

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

has accumulated losses, it shall retain the amount of compensation in advance and appropriate the Compensation of Employees and Supervisors in proportion to the aforementioned. The former Compensation of employees to whom stock or cash is issued may include employees of a subordinate company who meet certain criteria.

The estimated amount of compensation of employees for the years ended December 31, 2022 and 2021 was $221,300,000 dollars and $122,062,000 dollars respectively, and the estimated amount of compensation to directors and supervisors was $4,480,000 dollars. The Company’s net profit before tax for the period is estimated by multiplying the amount of the Company’s net profit before issuing the compensation of employees and directors and supervisors by the proportion of the Company’s compensation distribution to employees and directors and supervisors as provided in the Company’s Articles of Incorporation and is reported as operating costs or expenses for that period. If there is a difference between the actual distribution amount and the estimated amount for the following year, the change in accounting estimate is adjusted and the difference is recognized in profit or loss for the following year. In the event that the Board of Directors resolves to grant a compensation of employees by way of stock, the number of shares of stock-based compensation is calculated based on the closing price of the common stock on the day before the Board of Directors’ resolution.

The compensation of employees and directors resolved by the board of directors for the fiscal year 2022 was consistent with the estimated amount in the parent company only financial statements for 2022; the actual distribution of compensation to employees, directors, and supervisors for 2021 was consistent with the estimated amount in the parent company only financial statements for 2021. The related information can be found on the MOPS.

(25) Information on financial instruments and fair value

1. Credit risk

(1) Credit risk exposure

The carrying amount of a financial asset represents the maximum amount of credit risk. The maximum amount of credit risk exposure was $10,042,628,000 dollars and $6,649,442,000 dollars as of December 31, 2022 and 2021 respectively.

(2) Credit risk concentration risk

In order to reduce the credit risk of accounts receivable, the Company continually evaluates the financial position of its customers and adjusts the terms of transactions between them if necessary. As of December 31, 2022 and 2021, the Company had 6 and 5 different customers with accounts receivable balances exceeding 5% of total accounts receivable for a single customer respectively. The Company periodically evaluates the probability of recovery of accounts receivable and presents Provisions, and the total loss

130

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

is always within management’s expectations.

(3) Impairment loss

The Company uses a simplified method of estimating expected credit losses for all of its notes and accounts receivable, which is to measure expected credit losses over the life of the notes and accounts receivable, and for this purpose, the notes and accounts receivable are grouped by common credit risk characteristics that represent the ability of customers to pay all amounts due under contractual terms and are included in forward-looking information. The expected credit losses on the Company’s notes and accounts receivable are analyzed as follows:

Not past due
1-60 days past due
61-120 days past due
121-180 days past due
181-270 days past due
More than 271 days past due
Not past due
1-60 days past due
61-120 days past due
121-180 days past due
181-270 days past due
More than 271 days past due
Dec. 31, 2022 Expected
credit loss in
the duration
of provision
91
595
247
183
-
2,820
Book value of
notes and
accounts
receivable
$ 6,808,724
63,705
4,407
604
-
2,820
Weighted
average
expected
credit loss rate

0.00%

0.93%

5.60%

30.30%
75.16%
100.00%
Dec. 31, 2021

$
6,880,260

3,936

Expected
credit loss in
the duration
of provision
203
504
110
-
13
1,374
Book value of
notes and
accounts
receivable
$ 5,766,741
79,162
1,847
-
17
1,374
Weighted
average
expected
credit loss rate

0.00%

0.64%

5.96%
26.64%

76.47%
100.00%

$
5,849,141

2,204

The changes in the provisions for the notes and accounts receivable of the Company are as follows:

2022 2021 $ 2,204 3,910

Opening balance

131

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

Impairment loss (reversal of impairment loss)
recognized
Closing balance
1,732
(1,706)


$
3,936
2,204

2. Liquidity risk

The contracts of financial liabilities are sorted by their maturity dates as follows. The

estimated interests are included, but the effect of net value agreement is excluded.

December 31, 2022
Non-derivative financial liabilities:
Short-term loans
Long-term loans (including
long-term loans due within
one year or one operating
cycle)
Notes payable
Accounts payable
Accounts payable—related
parties
Other payables
Other payables—related parties
December 31, 2021
Non-derivative financial liabilities:
Short-term loans
Bonds payable
Notes payable
Accounts payable
Accounts payable—related
parties
Other payables
Other payables—related parties
Lease liabilities
Book value

$ 1,830,000
126,175
8,390
18,359
2,218,939
428,315
6,377
Cash flow
from the
contract

1,842,205

142,952

8,390

18,359

2,218,939

428,315
6,377
Within 6
months

839,827

5,751

8,390

18,359

2,218,939

428,315
6,377
6 12 months

1,002,378

4,929

-

-

-

-
-
1-2years

-

9,859
-
-
-
-
-
2-5years
-

29,576
-
-
-
-
-
More than 5
years
-

92,837
-
-
-
-
-

$
4,636,555

4,665,537

3,525,958
1,007,307 9,859 29,576 92,837


$ 552,240
911,927
13,402
8,391
1,512,055
293,440
2,166
59


552,433

936,100

13,402

8,391

1,512,055

293,440

2,166
60


552,433

-

13,402

8,391

1,512,055

293,440

2,166
30


-
-

-

-

-

-

-
30

-
-
-
-
-
-
-
-

-
936,100
-
-
-
-
-
-

-

-
-
-
-
-
-
-
$
3,293,680
3,318,047 2,381,917 30 - 936,100 -

The Company does not anticipate that the cash flows analyzed at maturity date will alter significantly or that the actual amounts will vary significantly.

3. Market risk—exchange rate risk

(1) Exposure to exchange rate risk

The financial assets and liabilities exposed to significant foreign exchange risk for each entity of the Company are as follows:

Financial assets
Currency
USD
RMB
HKD
Dec. 31, 2022 Dec. 31, 2022
$
Foreign
currency
306,170
113,317
25

Exchange
rate
NTD
30.7100
9,402,472
4.4094
499,662
3.9380
100

132

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.



JPY
EUR
INR
Long-term equity investment accounted
for using the equity method
USD
EUR
VND
Financial liabilities
Currency
USD
RMB
EUR
MOP
Financial assets
Currency
USD
RMB
HKD
JPY
EUR
INR
Long-term equity investment accounted
for using the equity method
USD
EUR
VND

Financial liabilities
Currency
USD
RMB
EUR
77
0.2324
917 32.7200
4
0.4791
459,551 30.7100
127 32.7200
925,143,585
0.0013
Dec. 31, 2022
$

Foreign
currency
$ 205,370
108,146
25
92
2,264
4
396,692
117
392,189,386
$ 66,341
25
60

Because the Company has a wide range of functional currencies, it has adopted a

133

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

consolidated approach to disclose exchange gain or loss on monetary items, with foreign currency exchange profit and loss (realized and unrealized) of profit of $495,993,000 dollars and loss of $72,885,000 dollars for the years ended 2022 and 2021 respectively.

(2) Sensitivity analysis

The Company’s exchange rate risk primarily comes from foreign currency-denominated cash and cash equivalents, financial assets measured at FVTPL, accounts receivable and other receivables, loans, accounts payable and other payables, resulting into gains and losses of conversion of foreign currency when exchanging. As of December 31, 2022 and 2021, if NTD had depreciated or appreciated by 1% relative to foreign currencies held by the Company and all other factors remained constant, net income would have increased or decreased by $60,074,000 dollars and $35,100,000 dollars respectively for 2022 and 2021. The same basis is used for both phases of analysis.

4. Market risk—changes in interest rates

The Company’s interest rate risk arises primarily from variable rate bank deposits and loans, and changes in interest rates will cause future cash flows to fluctuate as the effective interest rates on bank deposits and loans.

The following Sensitivity analysis was determined based on the interest rate risk of the financial instruments on the reporting date. For floating-rate liabilities, the analysis is based on the assumption that the amount of the liability outstanding at the reporting date is outstanding for the entire year. The rate of change used in the Company’s internal reporting of interest rates to key management is a 1% increase or decrease in interest rates, which also represents management’s assessment of the range of reasonably possible changes in interest rates.

The Company’s financial assets with variable interest rates as of December 31, 2022 and 2021 were $698,195,000 dollars and $725,290,000 dollars respectively, and financial liabilities were $126,175 and $0 respectively. If interest rates had increased or decreased by 1%, the Company’s net income would have increased or decreased by $4,576,000 dollars and decreased or increased by $5,802,000 dollars for 2022 and 2021, respectively, with all other variables held constant.

5. Market risk - fair value

(1) Fair value and carrying amount

The Company’s management believes that the fair value of non-derivative short-term financial instruments shall be estimated using their book value on the balance sheet because of the near maturity of such instruments and their book value should be a

134

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

reasonable basis for estimating fair value. This method is applied to cash and cash equivalents, notes receivable, accounts payable, other receivables and other payables, deposit margin and loans.

In addition to the aforementioned financial instruments, the fair value and book value of the remaining financial instruments, investment property, and payable corporate bonds of the Company as of the reporting date are as follows:

Measured at fair value:
Financial assets:
Financial assets measured
at FVTPL
Financial assets measured
at FVTOCI
Not measured at fair value:
Non-financial assets:
Investment property
Financial liabilities
Corporate bonds payable
Dec. 31, 2022 Dec. 31, 2022 Dec. 31, 2021
Book value
Fairvalue

3,370
3,370

9,500
9,500

300,256
390,082
911,927
907,643
Book value
$ 16,531
4,595
226,041
-
Fairvalue Book value

3,370

9,500

300,256
911,927

16,531

4,595

233,945
-

135

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

  • (2) The evaluation techniques used to determine fair value are as follows:

  • A. If there is an active market for a financial asset, the fair value is based on the market price. If market prices are not available, quoted prices from counterparties or estimates using valuation techniques are used. The estimates and assumptions used are consistent with those used by market participants in pricing financial instruments.

  • B. The fair value of investment properties is based on independent evaluators with recognized professional qualifications and recent experience in the area and type of investment properties evaluated.

  • (3) Fair value hierarchy:

The following table analyzes the fair value levels of financial instruments, investment properties, and payable corporate bonds by valuation method. Each fair value level is defined as follows:

  • A. Level 1: Publicly quoted prices (unadjusted) in an active market for identical assets or liabilities.

  • B. Level 3: Input parameters for an asset or liability are not based on observable market information (non-observable parameters).

December 31, 2022
Measured at fair value:
Financial assets measured at
FVTPL
Financial assets measured at
FVTOCI
Not measured at fair value:
Investment property
December 31, 2021
Measured at fair value:
Financial assets measured at
FVTPL
Financial assets measured at
FVTOCI
Not measured at fair value:
Level 1
$ -
-
Level 2
16,531
-
Level 3

-
4,595
Total
16,531
4,595
21,126
233,945

3,370
9,500
12,870
$
-
16,531
4,595
$
-

-

233,945
$ -
-
-
-

3,370
9,500

$
-
- 12,870

136

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

Investment property
Corporate bonds payable
$
-
- 390,082 390,082
$
-
-
907,643

907,643

(4) Transfers between Level 1 and Level 2

The Company did not have any transfers in 2022 and 2021.

  • (5) Table of changes in financial assets (liabilities) classified as Level 3 at FVTPL

Unit: NT$ 1,000

Name
Financial assets measured at FVTPL
Financial assets measured at FVTOCI
Name
Financial assets measured at FVTPL
Financial assets measured at FVTOCI
2022 Closing balance
$ Opening
balance
3,370
9,500
12,870
Total profit or loss
Recognized in
profit or loss
Recognized in
other
comprehensive
income

(576)
-
-
(3,483)
(576)
(3,483)
Increase in the period
Transfers into
Level 3
-
-
Decrease in
the period
Sale, disposal or

Issuance or
purchase
-
-

income

-
(3,483)

settlement
(2,794)
(1,422)


-
4,595
$ (576)
(3,483)
- -
(4,216)

4,595
2021
Closing balance
$ Opening
balance
2,080
-
2,080
Total profit or loss
Recognized in
profit or loss
Recognized in
other
comprehensive
income

2,700
-
-
(4,900)
2,700
(4,900)
Increase in the period
Transfers into
Level 3

-
-
Decrease in
the period
Sale, disposal or

Issuance or
purchase
900
14,400

income

-
(4,900)

settlement
(2,310)
-


3,370
9,500
$ 2,700
(4,900)

15,300
- (2,310)
12,870

The above included gains and losses are reported in “other gains and losses” and “unrealized valuation gains (losses) on financial assets at FVTOCI”, which relate to assets still held as of December 31, 2022 and 2021 as follows:

Total gain or loss
Recognized in profit (losses) (reported in “other
gains and losses”)
Recognized in other comprehensive income
(reported in “unrealized valuation gains (losses) on
financial assets at FVTOCI”)
2022
$ -


(3,839)
2021
2,527

(4,900)
  • (6) Quantitative information on fair value measurements of significant unobservable inputs (Level 3)

The list of quantitative information about significant unobservable inputs is as follows:

Item
Financial assets
measured at
FVTPL -
Valuation
techniques
Binary tree
method for
pricing
Significant unobservable
inputs
‧Volatility on Dec. 31,
2022 and 2021: 41.43%
Relationship between
significant
unobservable inputs
and fair value
‧The higher the
volatility, the
higher the fair

137

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

Embedded convertible bond and 38.95% value derivatives - right of redemption Financial assets Comparable ‧Net market value ‧The higher the measured at company analysis multiplier on Dec. 31, multiplier, the FVTOCI - 2022 and 2021: 1.475 higher the fair investment in and 2.05 value equity instruments ‧Lack of marketability ‧The higher the with no active discount on Dec. 31, discount for lack of market 2022 and 2021: both marketability, the 15.80% lower the fair value Financial assets Net asset value ‧Net asset value ‧The fair value is measured at approach positively FVTOCI - correlated investment in equity instruments with no active market

(7) Valuation process for fair value classified in Level 3

The Company uses unobservable inputs for its fair value measurements and classifies its fair value in Level 3. The source of the input value for this level is the price provided by reference to counterparty quotations or market comparable companies’ net market value multipliers, etc., and the relevant quotations and valuation information are appropriately maintained. The results are subsequently reviewed to ensure consistency with the valuation sources and the reasonableness of the valuation results.

(8) Sensitivity analysis of fair value to reasonably possible alternative assumptions for Level 3 fair value measurements

The Company’s fair value measurements of financial instruments are reasonable, but the use of different valuation models or valuation parameters may result in different valuation results. For financial instruments classified in Level 3, if the valuation parameters are changed, the impact on the profit or loss or other comprehensive income for the period is as follows:

138

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

December 31, 2022
Financial assets measured at
FVTOCI
Investments in equity instruments
with no active market
December 31, 2021
Financial assets measured at FVTPL
Embedded derivatives - right of
redemption
Financial assets measured at
FVTOCI
Investments in equity instruments
with no active market
Input value Upward
or
downward
changes
Fair value changes
reflected in profit or loss
for the period
Fair value changes
reflected in other
comprehensive income

Favorable
changes
Unfavorable
changes
Favorable
changes
Unfavorable
changes
Net market
value
multiplier
Lack of
marketability
discount
Volatility
Stock price
Net market
value
multiplier
Lack of
marketability
discount
4%
4%
5%
10%
8%
8%
$ -
-
12
(12)
-
-
12
(12)
2,527
(936)
-
-
1,030
(1,030)
-
-
-
-
136
(137)
-
-
136
(137)

Favorable and unfavorable changes in fair value represent fluctuations in fair value,

which are calculated using valuation techniques based on various degrees of unobservable input parameters. If the fair value of a financial instrument is affected by more than one input, the above table reflects only the effect of changes in a single input and does not take into account the correlation and variability among the inputs.

(26) Financial risk management

  1. The Company is exposed to the following risks from the engagement of financial instruments:

(1) Credit risk

(2) Liquidity risk

(3) Market risk

This note presents the Company’s risk information for each of these risks and the Company’s objectives, policies and procedures for measuring and managing risk. For further quantitative disclosures, please refer to the respective notes to the parent company only financial statements.

2. Risk management structure

The Chairman has the sole responsibility for establishing and overseeing the Company’s risk management structure and reports regularly to the Board on its operations. The Company’s risk management policy is designed to identify and analyze the risks

139

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

faced by the Company, to set appropriate risk limits and controls, and to monitor compliance with the risks and risk limits. The Company develops a disciplined and constructive control environment through training, management guidelines and operating procedures to enable all employees to understand their roles and responsibilities.

The Audit Committee of the Company oversees how management monitors compliance with the Company’s risk management policies and procedures and reviews the appropriateness of the Company’s risk management framework in relation to the risks it is exposed to. Internal auditors assist the Company’s Audit Committee in its oversight role. These personnel conduct regular and exceptional reviews of risk management controls and procedures and report the results of these reviews to the Audit Committee.

3. Credit risk

Credit risk is the risk of financial loss arising from the failure of the Company’s customers or counterparties to fulfill their contractual obligations, mainly from the Company’s accounts receivable from customers and investments in securities.

(1)Accounts receivable and other receivables

The Company’s credit risk exposures are primarily depended on each customer’s individual circumstances. However, management also considers statistical information about the Company’s customer base, including the risk of default in the customer’s industry and country, as these factors may affect credit risk. Approximately 69% and 73% of the Company’s revenue for 2022 and 2021, respectively, were derived from sales to customers in Mainland China, which resulted in a significant concentration of regional credit risk.

The Company has established a credit policy whereby the Company is required to analyze the credit rating of each new customer individually before granting standard payment and delivery terms. Credit sales limits are established on an individual customer basis and are reviewed periodically; customers who do not meet the Group’s benchmark credit rating may only transact business with the Company on a pre-collection basis.

In monitoring customers’ credit risk, customers are grouped according to their credit characteristics, including whether they are individuals or legal entities, age of accounts, maturity dates and pre-existing financial difficulties. The Company maintains a Provisions account to reflect estimates of losses on accounts receivable and other receivables.

(2) Use of funds

The Company’s investments in equity securities are placed through a centralized

140

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

trading market and therefore have no significant credit transaction risk.

The credit risk of bank deposits, fixed income investments and other financial instruments is measured and reported to the Chairman of the Board of Directors by the Company’s finance department. Since the Company’s counterparties are creditworthy banks and financial institutions with investment grade or above, there are no significant performance concerns and therefore no significant credit risk.

4. Liquidity risk

Liquidity risk is the risk that the Company will not be able to deliver cash or other financial assets to settle its financial liabilities and will not be able to meet its related obligations. The Company’s approach to manage liquidity risk is to ensure that the Company has sufficient liquidity to meet its liabilities as they fall due under normal and stressful circumstances and that there is no risk of unacceptable loss or damage to the Company’s reputation. In addition, the Company has entered into unused borrowing lines totaling $1,922,010,000 as of December 31, 2022 to cover unanticipated payments.

5. Market risk

Market risk is the risk that changes in market prices, such as changes in exchange rates, interest rates, and prices of equity instruments, will affect the Company’s revenue or the value of financial instruments held by the Company. The objective of market risk management is to manage the exposure to market risk to an acceptable level and to optimize investment returns.

The Company engages in derivative transactions in order to manage market risk. All transactions are executed in accordance with the guidelines of the Board of Directors.

(1) Exchange rate risk

The Company uses derivative transactions to hedge exchange rate risk due to its exposure to exchange rate risk arising from sales and purchase transactions that are not denominated in the Company’s functional currency. Gains or losses on foreign currency assets and liabilities arising from changes in exchange rates are largely offset against natural hedges. Derivative transactions can help the Company reduce, but still not completely eliminate, the impact of changes in foreign currency exchange rates.

The Company periodically reviews individual foreign currency assets and liabilities for exposures and hedges against such exposures.

(2) Interest rate risk

The Company’s interest rate risk arises primarily from variable rate bank deposits and short-term loans, and changes in interest rates will cause future cash flows to fluctuate as the effective interest rates on bank deposits and short-term loans change.

141

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

(3) Equity instrument price risk

If the price of equity securities changes at the reporting date (the same basis is used for both periods of analysis and other changes are assumed to be constant), the effect on the consolidated profit and loss items would be as follows:

2022 2022 2021 2021
Other Other
comprehensive comprehensi
Price of securities on income after Profit or loss ve income Profit or loss
reporting date tax after tax after tax after tax
Up by 1% $ 46 165 95 -
Down by1% $ (46) (165) (95) -

(27) Capital management

It is the Board’s policy to maintain a sound capital base to maintain the confidence of investors, creditors and the market and to support the development of future operations. Capital consists of the Company’s share capital, capital surplus and retained earnings. The Board of Directors controls the rate of return on capital and also controls the level of dividends on ordinary shares.

In order to maintain or adjust its capital structure, the Company may adjust dividends paid to shareholders, reduce capital to refund shareholders, issue new shares or sell assets to settle liabilities.

The Company controls its capital on a debt-to-capital ratio basis. The ratio is calculated by dividing net debt by total capital. Net debt is total liabilities less cash and cash equivalents as shown on the balance sheet. Total capital represents all components of equity (i.e., equity, capital surplus, retained earnings and other equity) plus net debt. The debt-to-capital ratio at the reporting date is as follows:


Total liabilities
Less: Cash and cash equivalents
Net liabilities
Total equity
Debt-to-capital ratio
Dec. 31, 2022
$ 5,899,388
(3,127,767)
Dec. 31, 2022
$ 5,899,388
(3,127,767)

Dec. 31, 2021
3,939,800
(779,913)
3,159,887
16,862,589
15.78%

$
2,771,621

$
22,807,309

10.84%

(28) Non-cash investment and financing activities

The information on non-cash investment and financing activities of the Company in 2022 and 2021 is as follows:

  1. For the conversion of corporate bonds into common shares, see Note VI (12).

  2. For obtaining right-of-use assets through leasing, see Note VI (7) and (13).

142

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

The Company's adjustments to liabilities from financing activities in 2022 and 2021 are as shown in the following table:

Short-term loans
Bonds payable
Long-term loans (including
long-term loans due within
one year or one operating
cycle)
Lease liabilities
Total liabilities from
financing activities
Jan. 1, 2022
Cash flow
Non-cash changes
Other
Changes in
exchange
rate
Changes in
fair value
Dec. 31,
2022
$ 552,240
1,239,209
911,927
(2,800)
-
126,175
59
(60)

-
38,551
-
1,830,000

(909,127)
-
-
-

-
-
-
126,175

1
-
-
-

$ 1,464,226
1,362,524

(909,126)
38,551
-
1,956,175



Short-term loans
Bonds payable
Lease liabilities
Total liabilities from
financing activities
Jan. 1, 2021
Cash flow
Non-cash changes
Other
Changes in
exchange
rate
Changes in
fair value
Dec. 31,
2021
$ -
553,065
-
1,152,983
-
(60)

-
(825)
-
552,240

(241,056)
-
-
911,927

119
-
-
59

$
-
1,705,988

(240,937)
(825)
-
1,464,226


VII. Related Party Transactions

(1) Parent company and ultimate controller: The Company is the ultimate controller of the Company and the Company’s subsidiaries.

(2) Names and relationships of related parties

The related parties that had transactions with the Company during the period covered by these parent company only financial statements are as follows:

Name of related parties Relationship with the Company Lotes Investments Limited A subsidiary of the Company Good Hope Investments Limited A subsidiary of the Company Guansi Development Co., Ltd. A subsidiary of the Company Zhaxi Investment Co., Ltd. A subsidiary of the Company Jiayu Investment Co., Ltd. A subsidiary of the Company Lotes USA, Inc A subsidiary of the Company LOTES EU GmbH A subsidiary of the Company Lerain Technology Co., Ltd. A subsidiary of the Company Lomites Co., Ltd (Note) A subsidiary of the Company

143

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

LOTES VIET NAM COMPANY LIMITED Loteson International Investments Limited Lotes Guangzhou Co., Ltd. Lotes Hengnan Co., Ltd. Shenzhen DeYi Automation Equipment Co., Ltd. Lotes Zhongshan Co., Ltd. Zhongshan DeZhi Real Estate Development Co., Ltd. Zhongshan Dezhi Metal Surface Treatment Co., Ltd.

A subsidiary of the Company A subsidiary of the Company A subsidiary of the Company A subsidiary of the Company A subsidiary of the Company A subsidiary of the Company A subsidiary of the Company

A subsidiary of the Company

Zhongshan Jinmeida Metal Surface Treatment Co., A subsidiary of the Company Ltd. Guangzhou Leside Technology Co., Ltd. A subsidiary of the Company Hengnan Deyi Property Development Co., Ltd. A subsidiary of the Company Chongqing Fuxinrui Electronic Technology Co., A subsidiary of the Company Ltd. Xincheng Development Co., Ltd. A subsidiary of the Company REKA Technology Co., Ltd. A subsidiary of the Company Jae You Co., Ltd. A subsidiary of the Company Lotes Suzhou Co., Ltd. A subsidiary of the Company Wangden Investments Limited A subsidiary of the Company Zongka Technology (Shenzhen) Co., Ltd. A subsidiary of the Company Zongka Technology (Shenzhen) Co., Ltd. A subsidiary of the Company Compertum Microsystems Inc. A subsidiary of the Company Good News Medical Co., Ltd. A subsidiary of the Company Lintes Technology Co., Ltd. A subsidiary of the Company Jilong Co., Ltd. A subsidiary of the Company Rihui Co., Ltd. A subsidiary of the Company Lintes Technology (Suzhou) Co., Ltd. A subsidiary of the Company Genie Precision Machine Co., Ltd. A subsidiary of the Company LINTES TECHNOLOGY (THAILAND) A subsidiary of the Company CO.,LTD Key management personnel Including the directors, supervisors, managers and their families and spouses

Note: Mikronpoint Co., Ltd. changed its name to Lomites Co., Ltd. on May 18, 2022.

144

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

(3) Material transactions with the related parties

1. Operating revenue

aterial transactions with the related parties
Operating revenue
aterial transactions with the related parties
Operating revenue
aterial transactions with the related parties
Operating revenue
aterial transactions with the related parties
Operating revenue
The amounts of material sales from the Company to the related parties are as follows:
2022 2021
Other subsidiaries $ 90,271 58,659

The terms of sale of the Company to a subsidiary of the Company are not significantly different from the normal sales price. Their collection periods are all three months. Receivables from related parties are not covered by collateral.

2. Purchase

The amounts of goods purchased by the Company from the related parties are as follows:

Xincheng Development Co., Ltd.
REKA Technology Co., Ltd.
Other subsidiaries
2022
$ 1,397,497
11,627,683
73,949
2021
1,379,153
10,140,753
122,694
11,642,600

$
13,099,129

The Company’s purchase price to the above company is not significantly different from the Company’s purchase price to general suppliers. The payment terms are three months, which are not significantly different from those of general suppliers.

3. Accounts receivable from related parties

The details of the accounts receivable from related parties are as follows:

Accounting item Type of related party Dec. 31, 2022
$ 21,364
1,150
210

2,272
210

(2,272)
Dec. 31, 2021
30,353
2,274
160
2,272
-
(2,272)
32,787
Accounts receivable
Accounts receivable
Other receivables

Other receivables

Other receivables

Allowance for losses
REKA Technology Co., Ltd.
Other subsidiaries
Lerain Technology Co., Ltd.
Zongka Technology (Shenzhen)
Co., Ltd.
Lomites Co., Ltd
Zongka Technology (Shenzhen)
Co., Ltd.


$
22,934

4. Accounts payable from related parties

The details of the accounts payable from related parties are as follows:

Accounting item Type of related party Dec. 31, 2022
$ 314,136
1,887,801
Dec. 31, 2021
383,959
1,060,674
Accounts payable

Accounts payable
Xincheng Development Co.,
Ltd.
REKA Technology Co., Ltd.

145

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

Accounts payable
Other subsidiaries
Other payables
LOTES USA
Other payables
Lerain Technology Co., Ltd.
17,002
67,422
4,399
2,166
1,978
-
$
2,225,316
1,514,221

5. Endorsement

The balance and details of the endorsement and guarantee provided by the Company to the related parties are as follows:

==> picture [464 x 396] intentionally omitted <==

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

Dec. 31, 2022 Dec. 31, 2021
Lerain Technology Co., Ltd. $ - 100,000
Lotes Guangzhou Co., Ltd. 614,200 498,240
REKA Technology Co., Ltd. 541,715 311,800
$ 1,155,915 910,040
6. Promotion expense
2022 2021
Other subsidiaries $ 2,304 3,436
Mainly the sample fees.
7. Administration expense
2022 2021
Other subsidiaries $ 51,311 37,419
Mainly the service fees.
8. R&D expense
2022 2021
[Other subsidiaries ] $ 47 -
Mainly for research and development materials.
9. Non-operating income
2022 2021
[Other subsidiaries ] $ 4,639 2,184
----- End of picture text -----

Mainly the income from the rentals of offices leased and the interest income from the loans to subsidiaries.

10. Lease

The Company leases warehouses from major management personnel and enters into one-year lease contracts with a total value of $60,000,000 with reference to the neighboring warehouse rental quotes. The interest expenses of $1,000 and $1,000 were respectively recognized in 2022 and 2021, and the balance of Lease liabilities as of

146

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

December 31, 2022 and 2021 were respectively $0 and $59,000.

  • (4) Major management personnel transactions

Related compensation includes:

Short-term employee benefits
Post-employment benefits
Share-based payment
2022
$ 50,606
896
-
2021
41,554
1,029
2,087
$
51,502

44,670

VIII. Pledged Assets

The details of the book value of the assets provided as collateral by the Company are as follows:

Asset name
Property, plant, and equipment (Note)
Investment property
Collateral subject
Dec. 31, 2022
$ 41,909
167,220

Dec. 31, 2021
42,812
-
42,812

Bank loan
Bank loan

$
209,129

Note: Some loan contracts have expired and are no longer renewed. The Company has obtained bank repayment certificates but has not yet cancelled the collateral registration procedures.

IX. Significant Contingent Liabilities and Unrecognized Contractual Commitments

(1) Significant unrecognized contractual commitments:

The amount of information system related contracts executed and outstanding as of December 31, 2022 was approximately $1,070,000 dollars.

  • (2) The issuance of guarantee notes for bank loans, financing lines and derivative financial commodity transactions:

[Guaranteed notes ]

Dec. 31, 2022 Dec. 31, 2021 $ 4,796,150 2,197,360

X. Significant Disaster Loss: None.

XI. Significant Post-Period Events:

The Company, following a board resolution on November 10, 2022, approved the issuance of up to 3,500 thousand common shares in a cash capital increase, with a face value of NT$10 per share. The Financial Supervisory Commission approved the issuance with effect from its letter Jin-Guan-Zheng-Fa-Zi No. 1110368023 dated January 16, 2023.

147

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

The Company, following a board resolution on November 10, 2022, issued an upper limit of 10,000 domestic unsecured convertible corporate bonds on March 9, 2023, each with a face value of NT$100 thousand, for a maximum issue amount of NT$1,000,000 thousand. The bonds have a term of three years and a coupon rate of 0%.

XII. Others

(1) Employee benefits, depreciation, depletion, and amortization functions are summarized below:

Employee benefits,
summarized below:
depreciation, depletion, and depreciation, depletion, and depreciation, depletion, and amortization functions are amortization functions are amortization functions are
Function
Nature

2022
2021
Operation
cost
Operation
expense
Total Operation
cost
Operation
expense
Total
Employee benefit
expense
Salary expenses
Labor insurance and
health insurance
expenses
Pension expenses
Compensation of
directors
Other employee
benefit expenses
Depreciation expense
Amortization expense
29,628
1,780
577
-
2,293
105
11

349,679

14,631

7,706
4,261

14,100

10,087

22,628

379,307

16,411

8,283

4,261

16,393

10,192

22,639

17,167

1,194

470

-

1,780

79

12

274,228

12,352

7,365
4,425

11,943

6,941

25,889

291,395

13,546

7,835

4,425

13,723

7,020

25,901

Additional information on the number of employees and employee benefit costs for 2021 and 2020 is as follows:

and 2020 is as follows:
Number of employees
Number of directors who were not employees of the
Company
Average employee benefit expenses
Average employee salary expenses
Adjustment of average employee salary expenses
Remuneration for supervisors
2022
153
2021

146

5

5

$
2,841

2,316

$
2,563



2,067

24.00%


483
-

Information on the Company’s remuneration policy (including the policy for the remuneration of directors, managers and employees) is as follows.

  1. Remuneration for directors is paid in accordance with the Company’s remuneration policy for directors.

148

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

  1. The bonuses and dividends for managers and employees are based on the Company’s

operating conditions, personal duties and performance.

  1. The salaries of the directors and supervisors are adjusted in a timely manner to meet their responsibilities.

XIII. Disclosing Information

(1) Major transaction details

In accordance with the Guidelines Governing the Preparation of Financial Reports by Securities Issuers, the Company should disclose the following information about significant transactions in 2022:

1. Capital lending to others:

. Capital lending to others: . Capital lending to others: . Capital lending to others: . Capital lending to others: . Capital lending to others: . Capital lending to others: . Capital lending to others: . Capital lending to others: . Capital lending to others: . Capital lending to others: . Capital lending to others: . Capital lending to others: . Capital lending to others: . Capital lending to others: . Capital lending to others: . Capital lending to others: . Capital lending to others:
Unit: NT$/Foreigncurrency1,000
No. Lender Borrower Item Related
party

Max amount
for the
period

Closing
balance
Actual
amount
Interest
rate
Nature
of the
lending
(Note 1)

Transaction
amount
Purpose
for
lending
Allowance
for bad
debt

Collateral
Lending
limit for
single
party
(Note 2)
Overall
lending
limit
(Note 2)
Name Value
0 The
Company
Lotes
Guangzhou
Co.,Ltd.

Internal
transaction
Yes 225,495
(RMB50,000)


220,470
(RMB50,000)


-
5% 2 - Working
capital
- None - 4,561,46 9,122,924

Note 1: The following are the descriptions of the funds lending.

  • (1) Those who have business dealings.

  • (2) When there is a need for short-term financing.

  • Note 2: The amount of the Company’s financing to a single party shall not exceed 20% of the Company’s net worth.

The total amount of funds lent by the Company to others shall not exceed 40% of the Company’s net worth.

2. Endorsement:

Unit: NT$/Foreigncurrency1,000 Unit: NT$/Foreigncurrency1,000 Unit: NT$/Foreigncurrency1,000 Unit: NT$/Foreigncurrency1,000 Unit: NT$/Foreigncurrency1,000 Unit: NT$/Foreigncurrency1,000 Unit: NT$/Foreigncurrency1,000 Unit: NT$/Foreigncurrency1,000 Unit: NT$/Foreigncurrency1,000 Unit: NT$/Foreigncurrency1,000 Unit: NT$/Foreigncurrency1,000 Unit: NT$/Foreigncurrency1,000
No. Endorsement
provider

Endorsee
Ceiling on
amount of
endorsement
for an
enterprise
(Note 2)

Balance of
the ceiling
endorsement
fee in the
period

Ending
balance of
the
endorsement
fee

Amount
actually
used
Amount of
endorsement
backed by
assets

Percentage of
the
accumulated
amount of
endorsement in
the net value of
current
financial
statement (%)


Ceiling on
amount of
endorsement
(Note 2)
Endorsement
made by
parent
company to
subsidiary

Endorsement
made by
subsidiary to
parent
company


Endorsement
made to any
party in
Mainland
China
Company
Name
Relationship
(Note 1)
0
0
0
1


2

本公司


"


"

Lotes
Guangzhou
Co., Ltd.
Lintes
Technology
Co., Ltd.
REKA
Technology
Co., Ltd.
Lotes
Guangzhou
Co., Ltd.
Lerain
Technology
Co., Ltd.
REKA
Technology
Co., Ltd.
Genie
Precision
Machine
Co.,Ltd.
2
2
2
1
2
4,561,462
4,561,462
4,561,462
1,778,520
1,356,632

566,548

825,300
(USD28,000)

100,000

96,645
(USD3,000)

176,600

541,715


614,200
(USD20,000)

-


92,130
(USD3,000)

146,600

-


-
-


-

39,455
-
-
-
-

-
2.38%
2.69%
-
%
1.04%
5.40%

11,403,655

11,403,655

11,403,655

4,446,300

2,713,265

Yes

"

"

No

Yes
No
"
"
"
"
No
Yes
No
"
"

Note 1: There are seven types of relationship between the Endorser and Endorsee, which can be marked:

149

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

(1) Companies with business dealings.

(2) Companies in which the company directly and indirectly holds more than 50% of the voting rights.

(3) Companies that hold more than 50% of the voting rights in the company, both directly and indirectly.

(4) The Company owns, directly and indirectly, more than 90 percent of the voting shares.

(5) Company that is mutually insured under a contract between its peers or co-manufacturers based on the need to perform the work.

(6) Company in which all of the contributory shareholders have given their endorsement in proportion to their shareholding in the joint venture.

(7) Intercompany performance guarantees and guarantees for pre-sale contracts in accordance with the Consumer Protection Act.

Note 2: (1) The amount of the Company’s guarantee for a single corporate endorsement shall not exceed 20%

of the net worth of the Company

The aggregate amount of the Company’s guarantees under external endorsement shall not exceed 50% of the net worth of the Company.

(2) The amount of Lotes Guanghou Co., Ltd’s guarantee for a single corporate endorsement is limited to not more than 20% of the net worth of the company.

The aggregate amount of Lotes Guanghou Co., Ltd’s external endorsement guarantees is limited to an amount not exceeding 50% of the Company’s net worth.

(3) The amount of Lintes Technology Co., Ltd.’s guarantee for a single corporate endorsement is limited to not more than 50% of the net worth of the company.

The aggregate amount of Lintes Technology Co., Ltd.’s external endorsement guarantees is limited to an amount not exceeding 100% of the Company’s net worth.

150

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

  1. Securities held at the end of fiscal period (excluding the equity of controlled by subsidiaries, affiliated companies, or joint company):

Unit: NT$ 1,000

Holding company Category and name of
security
Relationship with the
issuer of the security
Accounting item End of the period End of the period End of the period End of the period Remark
Shares Book value Shareholding ratio Fairvalue
Lotes Co., Ltd.
"

"

Jiayu Investment
Co., Ltd.
"

"

"

"

"

"

Lintes Technology
Co., Ltd.
"
VSO ELECTRONICS
CO., LTD.
SteadyBeat Technology
Corporation
G-sau Co., Ltd
Grand-Tek Technology
Co., Ltd.
LIAN HONG ART CO.,
LTD.
Patec Precision Industry
Co., Ltd.
OTO PHOTONICS,
INC.
LUCEMITEK CO.,
LTD.
RADINET
COMMUNICATIONS
INC.
AICP Technology
Corporation
Chailease Holding
Company Limited Class
A Preferred Shares
Hotai Finance Co., Ltd.
Class A Preferred Shares
"

"

"
"

"
"
"
"
"
"

"

"
Financial assets
measured at FVTPL -
current
Financial assets
measured at FVTOCI
- non-current
"
Financial assets
measured at FVTPL -
current
"
"
"
"
"
Financial assets
measured at FVTOCI
- current
Financial assets
measured at FVTOCI
- non-current
"
170,000
831,470
300,000
321,980
1,057,310
477,000
1,368,800
1,169,977
420,000
400,000
512,000
300,000

16,531

4,426

169

17,902

32,058

12,354

-

-

-

-

50,125

28,800

0.50 %

8.53 %

12.10 %

1.31 %

2.91 %

1.04 %
4.10 %
17.33 %
18.37 %
5.33 %

0.34 %

0.60 %
16,531
4,426
169
17,902
32,057
12,354
-
-
-
-
50,125
28,800
Note
Note
Note

Note: All of them were recognized in losses.

  1. The cumulative purchase or sale of the same securities amounted to at least NT$300 million or 20% of the paid-in capital: None.

  2. Acquisition of real property amounting to NT$300 million or 20% or more of the paid-in capital:

==> picture [454 x 256] intentionally omitted <==

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

Unit: NT$ 1,000
The company Name of asset Date of Amount of Payment Counterparty Relation If the counterparty is a related party, the Reference Purpose of Other
which acquired occurrence transaction condition of transaction information of its previous transfer shall be for pricing the agreed
the property (Note 2) (Note 2) provided acquisition matters
and the
condition
of use
Owner Relationship Date of Amount
with the transfer
issuer
Lotes Zhongshan Plant (Note 1) 2017.10 ~ 1,794,486 1,614,359 Chongqing None - - - - Tendering Constructio None
Co., Ltd. 2022.12 Chuangyou n of
Construction self-use
Group, etc. plant
Lotes Hengnan " 2019.10 ~ 355,535 347,224 " " - - - - " " "
Co., Ltd. 2022.12
LOTES VIET Land use rights 2021.01.11 324,914 324,914 GREEN " - - - - Negotiation " "
NAM i-PARK
COMPANY CORPORATI
LIMITED ON
Lintes Land No. 1581, 2022.4.15 173,500 173,500 HONGJIE " - - - - Referring to Used as a "
Technology Co., 1583, 1584, BIOTECH market factory
Ltd. 1587, 1589, CO., LTD. price and
1591, 1615, professional
1617, 1618, appraisal
1914, 1955, reports
1960 in the
Longtan
District,
Taoyuan City
LINTES Land No. 675 2022.10.17 THB THB MAK-THAI " - - - - " " "
TECHNOLOGY and 2 other 170,000 40,000 INDUSTRIAL
(THAILAND) plots in CO., LTD.
CO.,LTD Thailand, and
the buildings
on them,
----- End of picture text -----

151

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

==> picture [454 x 99] intentionally omitted <==

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

located in
Klong Tamru
Sub district,
Mueang Chon
Buri District,
Chon Buri
Province
LOTES VIET Plant (Note 1) 2022.03~ 476,626 399,060 VITECCONS " - - - - Tendering " "
NAM 2022.12 CONSTRUCT
COMPANY ION
LIMITED INVESTMEN
T JOINT
STOCK
COMPANY
----- End of picture text -----

Note 1: Build the factory by own contracting committee. Note 2: The conversions were made at the exchange rates prevailing on the balance sheet date.

  1. Disposal of real property amounting to NT$300 million or 20% or more of paid-in capital: None.

  2. The amount of sales to or from related parties is at least $100 million or 20% of the

paid-in capital:

capital: None.
The amount of sales to or
paid-in capital:
capital: None.
The amount of sales to or
paid-in capital:
capital: None.
The amount of sales to or
paid-in capital:
from related parties is at least $100 million or 20% of the from related parties is at least $100 million or 20% of the from related parties is at least $100 million or 20% of the from related parties is at least $100 million or 20% of the from related parties is at least $100 million or 20% of the from related parties is at least $100 million or 20% of the from related parties is at least $100 million or 20% of the from related parties is at least $100 million or 20% of the from related parties is at least $100 million or 20% of the
Unit: NT$1,000
The company which
purchases (sells)
products
Name of
transaction
counterparty
Relationship Transaction status Situation and reason for
the conditions of
transaction to be different
from the ordinary ones
Notes and accounts
receivable (payable)

Remark
Purchases
(sales)
Amount Percentage
in total
goods
purchased
(sold)
Credit
period
Unit price Credit period Balance Percentage in
the notes and
accounts
receivable
(payable)
Xincheng
Development Co., Ltd.
"
REKA Technology
Co., Ltd.
"
"
"
"
"
Lotes Guangzhou Co.,
Ltd.
"
"
"
Lintes Technology
(Suzhou) Co., Ltd.
Lotes Hengnan Co.,
Ltd.
Guangzhou Leside
Technology Co., Ltd.
"
"
The Company
Lotes Suzhou
Co., Ltd.
The Company
Lotes Guangzhou
Co., Ltd.
Lotes Hengnan
Co., Ltd.
"
Lotes Zhongshan
Co., Ltd.
Guangzhou
Leside
Technology Co.,
Ltd.
REKA
Technology Co.,
Ltd.
Lotes Hengnan
Co., Ltd.
Zhongshan Dezhi
Metal Surface
Treatment Co.,
Ltd.
Lotes Zhongshan
Co., Ltd.
Lintes
Technology Co.,
Ltd.
Zongka
Technology
(Shenzhen) Co.,
Ltd.
Lotes Zhongshan
Co., Ltd.
Zongka
Technology
(Shenzhen) Co.,
Ltd.
Shenzhen DeYi
Subsidiary

The surrogate
parent
company are
the same
parent
company
Subsidiary


The surrogate
parent
company are
the same
parent
company
"
"

"

"

"

"

"
"
Subsidiary

The surrogate
parent
company are
the same
parent
company
"

"

"
Net sales
Net purchases
Net sales
Net purchases
"
Net sales
Net purchases
Net sales
Net purchases
"
"
"
Net sales
Net sales
Net purchases
Net sales
"
1,397,497

1,474,724
11,627,683

10,267,683
1,049,563
146,404

4,577,242
1,458,174

1,148,439
263,476
297,648
549,481
2,338,904
147,481

354,241
770,824
730,896

94.17 %

99.37 %

70.67 %

63.82 %

6.50 %

0.89 %

28.36 %

8.86 %

15.04 %

3.45 %

3.90 %

7.20 %

95.54 %

10.72 %

19.74 %

40.86 %

38.74 %
EOM 90
days
"
"
"
"
"
"
"
"
"
"
"
"
"
"
"
"
-

-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
No significant
difference
"
"
"
"
"
"
"
"
"
"
"
"
"
"
"
"
314,136
(343,482)
1,887,801
(725,599)
(157,022)
27,089
(1,287,635)
435,935
(213,904)
(27,674)
(46,744)
(337,081)
600,283
55,709
(216,177)
124,065
292,509

91.22%

(99.82)%

43.93%

(26.60)%

(5.64)%

0.63%

(46.25)%

10.14%

(20.93)%

(2.71)%

(4.57)%

(32.99)%

98.27%

16.60%

(33.15)%

17.11%

40.35%

==> picture [22 x 9] intentionally omitted <==

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

152
----- End of picture text -----

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

Automation Equipment Co., Ltd.

8. Amounts due from related parties amounting to at least NT$100 million or 20% of paid-in capital:

paid-in capital: paid-in capital: paid-in capital: paid-in capital: paid-in capital:
Unit: NT$1,000
Related party with accounts
receivable by the Company
Name of
transaction
counterparty

Relationship
Balance of
receivables
from the
related party
Turnover
ratio
Past due receivables from the
related party
Amounts due
from related
parties recovered
after the period

Allowance for
losses
Amount Handling
Xincheng Development Co.,
Ltd.
REKA Technology Co., Ltd.
"

"

"

Lotes Suzhou Co., Ltd.
Good Hope Investments
Limited
Lotes Guangzhou Co., Ltd.
"

"

Lotes Zhongshan Co., Ltd.

"

"

Lotes Hengnan Co., Ltd.
Guangzhou Leside Technology
Co., Ltd.
"

Lintes Technology (Suzhou)
Co., Ltd.
The Company
"
Lotes
Guangzhou
Co., Ltd.
Lotes
Zhongshan
Co., Ltd.
Guangzhou
Leside
Technology
Co., Ltd.
Xincheng
Development
Co., Ltd.
REKA
Technology
Co., Ltd.
"

Lotes
Zhongshan
Co., Ltd.
"
REKA
Technology
Co., Ltd.
Lotes
Guangzhou
Co., Ltd.
Guangzhou
Leside
Technology
Co., Ltd.
REKA
Technology
Co., Ltd.

Zongka
Technology
(Shenzhen)
Co., Ltd.
Shenzhen
DeYi
Automation
Equipment
Co., Ltd.
Lintes
Technology
Co.,Ltd.
Subsidiary
"
The surrogate
parent
company are
the same
parent
company
"
"
"
Parent
company
The surrogate
parent
company are
the same
parent
company
"
"
"
"
"
"
"
"
Subsidiary
314,316
1,887,801
213,904
553,409
435,935
343,482
949,585
725,599
155,070
1,542,014
1,287,635
337,081
216,177
157,022
124,065
292,509
600,283

4.00

7.89

2.36

-

2.90

3.94

-

10.35

(0.29)

-

5.45

2.81

2.38

9.00

3.05

3.35

4.96

-

-

-
-

-

-
-

-

-
-

-

-

-

-

-

-

-
314,316
1,516,736
141,350
63,472
18,502
343,482
-
717,040
80,995
9,221
890,590
163,810
-
181,356
44,910
135,367
398,818

-

-

-

-

-

-
-

-

-

-

-

-
-

-

-

-

-
  1. Engagement in derivative transactions: Please refer to Note VI (2) and (25).

153

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

(2) Information on reinvestment business:

Information on the Company’s investees in 2022 was as follows (excluding investees in China):

China): China): China): China):
Unit: NT$1,000
Name of the
company
investing
Name of investee
company
Location Main business Original investment amount
(Note 1)
Shares held at the end of the period Gain/loss of
investee
company in
the fiscal
period
Gain/loss in the
investment
recognized in
the fiscal period

Remark
End of the
period
End of the
**previous year **
Shares Ratio Book value
The Company
"
"
"
"
"
"
"
"
"
Lotes Investment
Ltd.
Good Hope
Investments
Limited
"
Guansi
Development Co.,
Ltd.
Zhaxi Investment
Co., Ltd.
Jiayu Investment
Co., Ltd.
"
"
Lotes Investment Ltd.
Good Hope
Investments Limited
Guansi Development
Co., Ltd.
Zhaxi Investment
Co., Ltd.
Jiayu Investment Co.,
Ltd.
Lotes USA, Inc.
LOTES EU GmbH
Lerain Technology
Co., Ltd.
Lomites Co., Ltd
LOTES VIET NAM
COMPANY
LIMITED
Loteson International
Investments Limited
Xincheng
Development Co.,
Ltd.
REKA Technology
Co., Ltd.
Jae You Co., Ltd.
Wangden Investments
Limited
Zongka Technology
(Shenzhen) Co., Ltd.
Compertum
Microsystems Inc.
Good News Medical
Co., Ltd.
Samoa
"
"
Anguilla

Taiwan
America
Germany
Taiwan
"
Vietnam
Hong Kong
Samoa
Hong Kong
"

"
Taiwan
"
"
Holding and
investment
"
"
"
General
investment
Market
development
Market
development
Design, test and
sale of chips
Manufacturing
and trading of
mechanical
equipment and
electronic parts
Manufacturing of
connectors for the
information
industry,
communications
industry, and
consumer
electronics
industry
Holding and
investment
Sales of
connectors for the
information
industry,
communications
industry, and
consumer
electronics
industry
Sales of
connectors for the
information
industry,
communications
industry, and
consumer
electronics
industry
Holding and
investment
Holding and
reinvestment
Manufacturing of
electrical and
audio-visual
electronic
products
Manufacturing of
electronic
components
Manufacturing
and sales of
machinery and
equipment,
electronic
components, and
optical
799,996
12,323
614,704
15,355
690,000
76,775
3,272
47,321
124,900

1,295,962
799,996

3,071

3,110
614,715
15,355
69,600
60,866
6,360

721,064

11,107

554,055

13,840

690,000

69,200

3,132

47,321

25,000

497,825

721,064

2,768

2,803

554,064

13,840

69,600

43,880

6,360

26,050,000

401,281

20,016,426

500,000

69,000,000

2,500,000

100,000

4,732,059

12,490,000

42,200,000

26,050,000

100,000

101,281

20,016,756

500,000

6,960,000

4,331,380

636,000
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
15.74%
99.92%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
94.37%
31.78%
25.44%
8,437,726
1,847,445
3,560,292
181,559
1,483,589
85,782
4,162
29,205
107,072
1,202,687
8,892,618
1,375
896,459
3,588,371
181,559
(8,170)
20,909
3,938

2,066,102

94,224

869,517

19,619

255,562

(1,298)

110

(137,312)

(12,736)

(48,498)

2,066,102

(65)

94,289

869,517

19,619

(75)

(44,533)

(4,570)

1,838,979

94,224

869,646

19,619

256,306

(1,298)

110

(20,352)

(12,120)

(48,498)

2,066,102

(65)

94,289

869,517

19,619

(71)

(13,932)

(1,163)
Note 2

Note 2




Note 2









154

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

"
Lintes Technology
Co., Ltd.
"
"
"
"
Jilong Co., Ltd.
Lintes Technology
Co., Ltd.

Genie Precision
Machine Co., Ltd.
Compertum
Microsystems Inc.
Lerain Technology
Co., Ltd.
Jilong Co., Ltd.
LINTES
TECHNOLOGY
(THAILAND) CO.,
LTD.
Rihui Co., Ltd.
"
"
"
"
Samoa
Thailand
Samoa
instruments
Manufacturing of
electronic parts
and components,
other electrical
and electronic
machinery and
equipment
Manufacturing
and sales of
optical molds
Manufacturing of
electronic
components
Design, test and
sale of chips
Holding and
reinvestment
Trading of
electronic
components
Holding and
reinvestment
616,919
164,833
20,279
5,471
152,015
57,222
152,015

486,926

164,833

14,620

5,471

137,016

-

137,016

31,081,140

14,671,000

1,443,135

547,059

4,950,000
6,400,000

4,950,000
50.24%
60.00%
10.59%
1.82%
100.00%
100.00%
100.00%
1,367,117
219,258
6,966
3,412
479,631
56,988
479,631

570,248

36,102

(44,533)

(137,312)

228,056

(224)

228,056

289,750

21,035

(4,642)

(2,494)

219,063

(224)

219,063
Note 2



Note 2

Note 2

Note 1: The original investment amount was converted into New Taiwan dollars using the exchange rate at the balance sheet date. Note 2: The investment income or loss recognized in the current period includes adjustments for unrealized gains or losses from intercompany transactions.

155

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

  • (3) Investment in China:

  • Names of investee companies in Mainland China, major business activities, and other related information:

Unit: NT$1,000
Amount remitted or
recovered
Accumulated
investment
amount remitted
from Taiwan at
the end of the
fiscal period
(Note 3)
Gain/loss of
investee
company in the
fiscal period
Shareholdin
g ratio
Gain/loss in
investment
recognized
in the fiscal
period
(Note 2)
Carrying
amount of
investment at
the end of the
fiscal period
Investment
income
remitted
back to
Taiwan by
the end of
the fiscal
period
Remitted
Recovered

-
-
783,105
2,066,102
100.00%
1,838,974
8,437,677
-

-
-
613,869
869,517
100.00%
869,647
3,560,253
-

-
-
15,355
19,619
100.00%
19,619
181,559
-
-
-
-
31,167
100.00%
50,725
1,533,690
-

-
-
152,015
213,545
50.24%
102,764
274,571
-
-
-
-
17,444
100.00%
17,444
153,544
-
-
-
-
1,047,138
100.00%
1,047,138
3,889,209
-
-
-
-
19,848
100.00%
19,848
272,603
-
-
-
-
911
100.00%
379
100,033
-
-
-
-
(5,588)
100.00%
(8,409)
95,678
-
-
-
-
(77)
100.00%
(77)
251,259
-
-
-
-
56,986
100.00%
56,986
114,596
-
-
-
-
441
51.00%
225
1,693
-
Unit: NT$1,000
Amount remitted or
recovered
Accumulated
investment
amount remitted
from Taiwan at
the end of the
fiscal period
(Note 3)
Gain/loss of
investee
company in the
fiscal period
Shareholdin
g ratio
Gain/loss in
investment
recognized
in the fiscal
period
(Note 2)
Carrying
amount of
investment at
the end of the
fiscal period
Investment
income
remitted
back to
Taiwan by
the end of
the fiscal
period
Remitted
Recovered

-
-
783,105
2,066,102
100.00%
1,838,974
8,437,677
-

-
-
613,869
869,517
100.00%
869,647
3,560,253
-

-
-
15,355
19,619
100.00%
19,619
181,559
-
-
-
-
31,167
100.00%
50,725
1,533,690
-

-
-
152,015
213,545
50.24%
102,764
274,571
-
-
-
-
17,444
100.00%
17,444
153,544
-
-
-
-
1,047,138
100.00%
1,047,138
3,889,209
-
-
-
-
19,848
100.00%
19,848
272,603
-
-
-
-
911
100.00%
379
100,033
-
-
-
-
(5,588)
100.00%
(8,409)
95,678
-
-
-
-
(77)
100.00%
(77)
251,259
-
-
-
-
56,986
100.00%
56,986
114,596
-
-
-
-
441
51.00%
225
1,693
-
Unit: NT$1,000
Amount remitted or
recovered
Accumulated
investment
amount remitted
from Taiwan at
the end of the
fiscal period
(Note 3)
Gain/loss of
investee
company in the
fiscal period
Shareholdin
g ratio
Gain/loss in
investment
recognized
in the fiscal
period
(Note 2)
Carrying
amount of
investment at
the end of the
fiscal period
Investment
income
remitted
back to
Taiwan by
the end of
the fiscal
period
Remitted
Recovered

-
-
783,105
2,066,102
100.00%
1,838,974
8,437,677
-

-
-
613,869
869,517
100.00%
869,647
3,560,253
-

-
-
15,355
19,619
100.00%
19,619
181,559
-
-
-
-
31,167
100.00%
50,725
1,533,690
-

-
-
152,015
213,545
50.24%
102,764
274,571
-
-
-
-
17,444
100.00%
17,444
153,544
-
-
-
-
1,047,138
100.00%
1,047,138
3,889,209
-
-
-
-
19,848
100.00%
19,848
272,603
-
-
-
-
911
100.00%
379
100,033
-
-
-
-
(5,588)
100.00%
(8,409)
95,678
-
-
-
-
(77)
100.00%
(77)
251,259
-
-
-
-
56,986
100.00%
56,986
114,596
-
-
-
-
441
51.00%
225
1,693
-
Unit: NT$1,000
Amount remitted or
recovered
Accumulated
investment
amount remitted
from Taiwan at
the end of the
fiscal period
(Note 3)
Gain/loss of
investee
company in the
fiscal period
Shareholdin
g ratio
Gain/loss in
investment
recognized
in the fiscal
period
(Note 2)
Carrying
amount of
investment at
the end of the
fiscal period
Investment
income
remitted
back to
Taiwan by
the end of
the fiscal
period
Remitted
Recovered

-
-
783,105
2,066,102
100.00%
1,838,974
8,437,677
-

-
-
613,869
869,517
100.00%
869,647
3,560,253
-

-
-
15,355
19,619
100.00%
19,619
181,559
-
-
-
-
31,167
100.00%
50,725
1,533,690
-

-
-
152,015
213,545
50.24%
102,764
274,571
-
-
-
-
17,444
100.00%
17,444
153,544
-
-
-
-
1,047,138
100.00%
1,047,138
3,889,209
-
-
-
-
19,848
100.00%
19,848
272,603
-
-
-
-
911
100.00%
379
100,033
-
-
-
-
(5,588)
100.00%
(8,409)
95,678
-
-
-
-
(77)
100.00%
(77)
251,259
-
-
-
-
56,986
100.00%
56,986
114,596
-
-
-
-
441
51.00%
225
1,693
-
Unit: NT$1,000
Amount remitted or
recovered
Accumulated
investment
amount remitted
from Taiwan at
the end of the
fiscal period
(Note 3)
Gain/loss of
investee
company in the
fiscal period
Shareholdin
g ratio
Gain/loss in
investment
recognized
in the fiscal
period
(Note 2)
Carrying
amount of
investment at
the end of the
fiscal period
Investment
income
remitted
back to
Taiwan by
the end of
the fiscal
period
Remitted
Recovered

-
-
783,105
2,066,102
100.00%
1,838,974
8,437,677
-

-
-
613,869
869,517
100.00%
869,647
3,560,253
-

-
-
15,355
19,619
100.00%
19,619
181,559
-
-
-
-
31,167
100.00%
50,725
1,533,690
-

-
-
152,015
213,545
50.24%
102,764
274,571
-
-
-
-
17,444
100.00%
17,444
153,544
-
-
-
-
1,047,138
100.00%
1,047,138
3,889,209
-
-
-
-
19,848
100.00%
19,848
272,603
-
-
-
-
911
100.00%
379
100,033
-
-
-
-
(5,588)
100.00%
(8,409)
95,678
-
-
-
-
(77)
100.00%
(77)
251,259
-
-
-
-
56,986
100.00%
56,986
114,596
-
-
-
-
441
51.00%
225
1,693
-
Unit: NT$1,000
Amount remitted or
recovered
Accumulated
investment
amount remitted
from Taiwan at
the end of the
fiscal period
(Note 3)
Gain/loss of
investee
company in the
fiscal period
Shareholdin
g ratio
Gain/loss in
investment
recognized
in the fiscal
period
(Note 2)
Carrying
amount of
investment at
the end of the
fiscal period
Investment
income
remitted
back to
Taiwan by
the end of
the fiscal
period
Remitted
Recovered

-
-
783,105
2,066,102
100.00%
1,838,974
8,437,677
-

-
-
613,869
869,517
100.00%
869,647
3,560,253
-

-
-
15,355
19,619
100.00%
19,619
181,559
-
-
-
-
31,167
100.00%
50,725
1,533,690
-

-
-
152,015
213,545
50.24%
102,764
274,571
-
-
-
-
17,444
100.00%
17,444
153,544
-
-
-
-
1,047,138
100.00%
1,047,138
3,889,209
-
-
-
-
19,848
100.00%
19,848
272,603
-
-
-
-
911
100.00%
379
100,033
-
-
-
-
(5,588)
100.00%
(8,409)
95,678
-
-
-
-
(77)
100.00%
(77)
251,259
-
-
-
-
56,986
100.00%
56,986
114,596
-
-
-
-
441
51.00%
225
1,693
-
Unit: NT$1,000
Amount remitted or
recovered
Accumulated
investment
amount remitted
from Taiwan at
the end of the
fiscal period
(Note 3)
Gain/loss of
investee
company in the
fiscal period
Shareholdin
g ratio
Gain/loss in
investment
recognized
in the fiscal
period
(Note 2)
Carrying
amount of
investment at
the end of the
fiscal period
Investment
income
remitted
back to
Taiwan by
the end of
the fiscal
period
Remitted
Recovered

-
-
783,105
2,066,102
100.00%
1,838,974
8,437,677
-

-
-
613,869
869,517
100.00%
869,647
3,560,253
-

-
-
15,355
19,619
100.00%
19,619
181,559
-
-
-
-
31,167
100.00%
50,725
1,533,690
-

-
-
152,015
213,545
50.24%
102,764
274,571
-
-
-
-
17,444
100.00%
17,444
153,544
-
-
-
-
1,047,138
100.00%
1,047,138
3,889,209
-
-
-
-
19,848
100.00%
19,848
272,603
-
-
-
-
911
100.00%
379
100,033
-
-
-
-
(5,588)
100.00%
(8,409)
95,678
-
-
-
-
(77)
100.00%
(77)
251,259
-
-
-
-
56,986
100.00%
56,986
114,596
-
-
-
-
441
51.00%
225
1,693
-
Unit: NT$1,000
Amount remitted or
recovered
Accumulated
investment
amount remitted
from Taiwan at
the end of the
fiscal period
(Note 3)
Gain/loss of
investee
company in the
fiscal period
Shareholdin
g ratio
Gain/loss in
investment
recognized
in the fiscal
period
(Note 2)
Carrying
amount of
investment at
the end of the
fiscal period
Investment
income
remitted
back to
Taiwan by
the end of
the fiscal
period
Remitted
Recovered

-
-
783,105
2,066,102
100.00%
1,838,974
8,437,677
-

-
-
613,869
869,517
100.00%
869,647
3,560,253
-

-
-
15,355
19,619
100.00%
19,619
181,559
-
-
-
-
31,167
100.00%
50,725
1,533,690
-

-
-
152,015
213,545
50.24%
102,764
274,571
-
-
-
-
17,444
100.00%
17,444
153,544
-
-
-
-
1,047,138
100.00%
1,047,138
3,889,209
-
-
-
-
19,848
100.00%
19,848
272,603
-
-
-
-
911
100.00%
379
100,033
-
-
-
-
(5,588)
100.00%
(8,409)
95,678
-
-
-
-
(77)
100.00%
(77)
251,259
-
-
-
-
56,986
100.00%
56,986
114,596
-
-
-
-
441
51.00%
225
1,693
-
Name of investee
company in
Mainland China
Main business Paid-in capital
(Note 3)
Investme
nt
method
(Note 1)
Accumulated
investment
amount remitted
from Taiwan at
the beginning of
the fiscal period
(Note 3)
Amount remitted or
recovered
Accumulated
investment
amount remitted
from Taiwan at
the end of the
fiscal period
(Note 3)
Gain/loss of
investee
company in the
fiscal period

Shareholdin
g ratio
Gain/loss in
investment
recognized
in the fiscal
period
(Note 2)
Carrying
amount of
investment at
the end of the
fiscal period


Investment
income
remitted
back to
Taiwan by
the end of
the fiscal
period
Remitted Recovered
Lotes Guangzhou
Co., Ltd.
Lotes Suzhou Co.,
Ltd.
Zongka Technology
(Shenzhen) Co., Ltd.
Lotes Hengnan Co.,
Ltd.
Lintes Technology
(Suzhou) Co., Ltd.
Shenzhen DeYi
Automation
Equipment Co., Ltd.
Lotes Zhongshan
Co., Ltd.
Zhongshan Dezhi
Metal Surface
Treatment Co., Ltd.
Hengnan Deyi
Property
Development Co.,
Ltd.
Zhongshan Jinmeida
Metal Surface
Treatment Co., Ltd.
Zhongshan DeZhi
Real Estate
Development Co.,
Ltd.
Guangzhou Leside
Technology Co.,
Ltd.
Chongqing Fuxinrui
Electronic
Technology Co.,
Ltd.
Manufacturing of connectors for
the information industry,
communications industry, and
consumer electronics industry
Manufacturing of connectors for
the information industry,
communications industry, and
consumer electronics industry

R&D of electronics, import and
export of raw materials of plastic
products and plastic products
Manufacturing of connectors for
the information industry,
communications industry, and
consumer electronics industry
Development and production of
the measurement instruments for
optical communication, optical
transceivers of 10GB/s or above
and relevant technical support
Manufacturing of robotic arms,
automation equipment and
relevant components
Manufacturing connectors for
telecommunication industry and
for consumer electronics industry,
and manufacturing of robotic
arms, automation equipment and
relevant components
Surface treatment of metal
products and plastic products
Development of real estate, lease
of premises, landscape design and
interior decorating

Surface treatment of metal
products and plastic products
Real estate development, house
rental, landscape design, and
interior decoration
Research, testing and development
R&D and sales of electronic
components, automobile
components and accessories,
computers and accessories,
development of molds and the
import and export of goods and
technologies
819,957
613,869
15,355
1,153,058
152,015
110,235
2,557,452
268,973
101,416
36,510
251,336

20,724
7,055

(2)

(2)

(2)

(3)

(2)

(3)

(3)

(3)

(3)

(3)

(3)

(3)

(3)
783,105
613,869
15,355
-
152,015
-
-
-
-
-
-
-
-

-

-

-
-

-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
783,105
613,869
15,355
-
152,015
-
-
-
-
-
-
-
-

2,066,102

869,517

19,619
31,167

213,545
17,444
1,047,138
19,848
911
(5,588)
(77)
56,986
441

100.00%

100.00%

100.00%

100.00%

50.24%

100.00%

100.00%

100.00%

100.00%

100.00%

100.00%

100.00%

51.00%
1,838,974
869,647
19,619
50,725
102,764
17,444
1,047,138
19,848
379
(8,409)
(77)
56,986
225

8,437,677

3,560,253

181,559

1,533,690

274,571

153,544

3,889,209

272,603

100,033

95,678

251,259

114,596

1,693

-

-

-

-

-

-

-

-

-

-

-

-

-

Note 1: There are six types of investments:

  • (1) Investment in Chinese Corporation via Third Region Remittance.

  • (2) Establishment of a company to reinvest in a continental company through a third regional investment.

  • (3) Reinvest in Chinese companies by re-investing in existing companies in third regions.

  • (4) Direct Investment

  • (5) Others.

  • (6) N/A.

Note 2: The investment gain or loss recognized in the current period has been reconciled with the unrealized gain or loss from intercompany transactions.

Note 3: The balance sheet date exchange rates are used to translate the paid-in capital and remittance of cumulative investment amounts into New Taiwan dollars.

2. Investment ceiling in Mainland China:

156

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

Company name Accumulated amount remitted
from Taiwan at the end of the
fiscal period
for investment in Mainland
China (Note 1)
Investment amount
approved by Investment
Commission, MoEA
(Note 1)

Investment ceiling in
Mainland China
according to the
regulations made by
Investment Commission,
MoEA
Lotes Co.,Ltd. $1,412,329,000 $1,561,637,000 $13,684,385,000
Lintes
Technology
Co.,Ltd.
$152,015,000 $152,015,000 $1,627,959,000

Note 1: The conversions to NTD were made at the exchange rates prevailing on the balance sheet date.

3. Significant transactions with the investee companies in China:

Please refer to the “Information on Significant Transactions” and “Business Relationships and Significant Transactions between Subsidiaries and Parents” for details of significant direct or indirect transactions between the Company and its investees in Mainland China in fiscal 2022, which have been eliminated in the preparation of the consolidated financial statements.

  • (4) Information on Major Shareholders:
Shares
**Name of Major Shareholder **
Shares held Shareholding
%
Chin-Ling Investment Co., Ltd.

10,956,237

10.16%
Jiaming Investment Co., Ltd.

9,797,037

9.08%
Cathay Life Insurance Co., Ltd.

5,488,640

5.09%
New Labor Pension Fund 1st Fubon Discretionary
Investment Account in 2021
7,497,959
6.95%

Note:

  • (1) The information on major shareholders in this table is based on the last business day of each quarter and is calculated based on the total number of common shares and preferred shares held by shareholders who have completed the delivery of unregistered shares (including treasury shares) of the Company of at least 5%. The number of shares recorded in the Company’s financial statements and the actual number of shares delivered without physical registration may differ depending on the basis of computation.

  • (2) The above information is revealed by the trustee’s opening of a trust account with individual subaccounts of the principal if the shareholder has delivered his or her shares to the trust. As for any shareholder holding more than 10% of the shares of the Company in accordance with the Securities and Exchange Act, the shareholdings include its own shares plus the shares it has delivered to the trust and has the right to decide on the use of the trust property, etc. Please refer to the Market Observation Post System for information on insider shareholdings.

XIV. Segmental Information

Please refer to the consolidated financial statements for 2022.

157

Lotes Co., Ltd.

Statement of Cash and Cash Equivalents

December 31, 2022

Unit: NT$ 1,000

Item Summary Amount
$ 59
62,258
636,239
698,497
50
2,429,161
2,429,211
$
3,127,767
Cash and cash equivalents:
Petty cash
Checks and demand deposits:
Time deposit:
Total

NTD
Foreign currency (USD20,373,523.51,
HKD23,905.46, JPY77,075,
EUR222,010.63, RMB723,789.64 and
THB1.67)
NTD Due date: 2023.02.19
Interest rate range: 0.795%
Foreign currency (USD79,100,000)
Due date: 2023.01.04~2023.03.03
Interest rate range: 3.90%~4.60%

158

Statement of Financial Assets Measured at

FVTPL - Current

Unit: 1,000 Shares/NT$ 1,000

Financial
Instrument
Summary Number
of Shares
or Bonds
Fac e Value Total Amount Interest
Rate
Acquisition
Cost
6,182
Fair Value F air Value Change
Attributable to
Credit Risk
Change
Remarks
-
Unit: NT$ 1,000
Amount
$ 500
168
142
126
110
89
259
$
1,394
Unit
Price
Total
Amount
16,531
$ 1,700,000

Note: The balance of each account does not exceed 5% of the amount in this accounting item and is not shown separately.

159

Lotes Co., Ltd.

Statement of Accounts Receivable

December 31, 2022

Unit: NT$ 1,000

Item Summary Amount
$
22,514
$ 830,798
702,258
609,017
573,531
507,347
373,446
3,259,955
6,856,352
(3,936)
$
6,852,416
Accounts receivable - related
parties
Non-related parties:
G company
H company
I company
J company
K company
L company
Other (Note)
Less: allowance for losses

Note: The balance of each account does not exceed 5% of the amount in this accounting item and is not shown separately.

160

Lotes Co., Ltd.

Statement of Other Receivables

December 31, 2022

Unit: NT$ 1,000

Item Summary Amount
$ 2,692
(2,272)
$
420
$ 28,740
9,715
38,455
(279)
$
38,176
Related-parties
Less: allowance for losses
Non-related parties:
Business tax credit and tax
refund
Other
Subtotal
Less: allowance for losses

Mainly receivables from mold development
and estimated interest receivable

Note: The balance of each account does not exceed 5% of the amount in this accounting item and is not shown separately.

161

Lotes Co., Ltd.

Statement of Inventories

December 31, 2022

Unit: NT$ 1,000

Item
Merchandises
Finished goods
Raw materials
Subtotal
Less: Allowance for decline in value of inventories and
doubtful losses
Amount
$ 1,089,869
4,220
18
Market price

992,396

3,430
1
1,094,107
(98,280)

995,827

$
995,827

Note: Allowance for decline in value of inventories and allowance for doubtful accounts is based on the lower of cost or net realizable value and the ageing of inventories, respectively.

Statement of Prepayments

Item
Prepayment of membership fee
Prepayment
Prepayment of insurance
Other (Note)
Total
Summary Amount
$ 776
2,500
582
1,334
$
5,192

Mainly prepayment of annual association
fee
Mainly prepayment of product certification
fee
Mainly prepayment of insurance
Mainly prepayment of miscellaneous
expenses, etc.

Note: The balance of each account does not exceed 5% of the amount in this accounting item and is not shown separately.

162

Lotes Co., Ltd.

Statement of Changes in Financial Assets Measured at FVTPL - Non-Current From January 1 to December 31, 2022 Unit: NT$ 1,000

==> picture [505 x 50] intentionally omitted <==

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

Beginning of the period Increase in the period Decrease in the period Ending of the period
Provision of
Name of financial guarantees
instruments Shares Fair value Shares Amount Shares Amount Shares Fair value or pledges Remark
Redemption rights of - $ 3,370 - - - 3,370 - - None
convertible bonds
----- End of picture text -----

Statement of Changes in Financial Assets Measured at FVTOCI - Non-Current From January 1 to December 31, 2022 Unit: 1,000 Shares/NT$ 1,000

Name Beginning of theperiod Beginning of theperiod Increase in theperiod Decrease in the period
(Note)
Decrease in the period
(Note)
Ending of theperiod Accumulated
impairment
Provision
of
guarantees
orpledges
Remark
Shares Fair value Shares Amount
-
-
Shares Amount

4,119
786
Shares Fair value

4,426
169
SteadyBeat Technology
Corporation
G-sau Co., Ltd
950
300
$ 8,545

955

-
-
119
-
831
300
-
-
None
None
$
9,500
- 4,905 4,595 -

Note: This amount includes a disposal of NT$1,422 thousand in this period and unrealized losses of NT$3,483 thousand on financial assets measured at fair value through other comprehensive income.

163

Lotes Co., Ltd.

Statement of Changes in Investment Accounted for Using the

Equity Method

From January 1 to December 31, 2022

Unit: NT$ 1,000

Name Opening balance Opening balance Increase in the period
(Note 1)
Increase in the period
(Note 1)
Decrease in the period
(Note 1)
Decrease in the period
(Note 1)
Closing balance Closing balance Closing balance Market value or net
equity
Market value or net
equity
Provision of
guarantees
orpledges
Remark
Shares
Amount
Shares
Amount
Shares Amount Shares Shareholdin
g %
Amount

8,437,726

1,847,445

3,560,292

181,559

1,483,589

85,782

4,162

29,205

107,072

1,202,687
Unitprice Total
price
-
-
-
-
-
-
-
-
-
-
Lotes Investment Limited
Good Hope Investments Limited
Guansi Development Co., Ltd.
Zaxi Investment Co., Ltd.
Jiayu Investment Co., Ltd.
Lotes USA. Inc.
LOTES EU Gmbh
Lerain Technology Co., Ltd.
Lomites Co., Ltd(註2)
LOTES VIET NAM COMPANY LIMITED
26,050,000 $ 6,513,504
401,281
1,575,778
20,016,426
2,656,135
500,000
159,758
69,000,000
1,112,641
2,500,000
75,270
100,000
3,674
4,732,059
37,790
2,500,000
19,312
17,985,000
470,627
$ 12,624,489

-
1,924,222

-
271,667

-
904,157

-
21,801

-
370,948

-
10,512

-
488

-
-

9,990,000
87,760
24,215,000
732,060
4,323,615

-

-

-

-

-

-

-
-

-

-
-
-
-
-
-
-
-
8,585
-
-
26,050,000
401,281
20,016,426
500,000
69,000,000
2,500,000
100,000

4,732,059
12,490,000
42,200,000
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
16.40%
100.00%
100.00%

-

-

-

-

-

-

-

-

-

-
None
"
"
"
"
"
"
"
"
"

$ 12,624,489

4,323,615
8,585
16,939,519
-

Note 1: This amount includes an increase of NT$844,045 thousand in investment funds in this period, recognition of investment income of NT$2,996,616 thousand, recognition of an increase in accumulated conversion adjustments of NT$349,783 thousand, recognition of an increase in capital surplus of the investee company of NT$127,583 thousand in accordance with the equity method, and recognition of unrealized losses on financial assets of NT$2,997 thousand in accordance with the equity method.

Note 2: Mikronpoint Co., Ltd. changed its name to Lomites Co., Ltd. on May 18, 2022.

164

Lotes Co., Ltd.

Statement of Deferred Tax Assets

December 31, 2022

Unit: NT$ 1,000

Item
Deferred tax assets
Summary Amount
$
106,064

Statement of Other Non-Current Assets

Item
Refundable deposits
Deferred expenses
Prepayment for construction work
Summary Amount
$ 6,027
386
7,248

$
13,661

165

Lotes Co., Ltd.

Statement of Short-Term Borrowings

December 31, 2022

Unit: NT$ 1,000

Type
Credit loan
Credit loan
Credit loan
Credit loan
Credit loan
Dividend project
loan
Description Closing balance
Period
$ -
2022.06.28~
2023.06.28

500,000
2022.11.25~
2023.02.24
330,000
2022.11.21~
2023.02.20
-
2021.10.29~
2022.10.29

-
2022.03.08~
2023.03.08
1,000,000
2022.08.25~
2023.08.25
$
1,830,000
Interest rate
0%
1.74%
1.80%
0%
0%
1.55%
Financing line
Collateral or
guarantee
300,000 Guaranteed notes of
$300,000 thousand
500,000
Guaranteed notes of
$500,000 thousand
584,260
Guaranteed notes of
$584,260 thousand
(Note 1)
600,000
Guaranteed notes of
$600,000 thousand
767,750
Guaranteed notes of
$767,750 thousand
(Note 2)
1,000,000

Guaranteed notes of
$1,000,000
thousand
3,752,010
Remark
E.SUN
Bank
CTBC Bank
Bank
SinoPac
Hua Nan
Bank
Fubon Bank
E.SUN
Bank

Note 1: The financing amount is NT$400,000 thousand and US$6,000 thousand. Note 2: The financing amount is US$25,000 thousand.

166

Statement of Notes Payable

Item Summary Amount
$ 4,541
1,313
926
488
1,122
$
8,390
Non-related parties:
M company
N company
O company
P company
Other (Note)

Note: The balance of each account does not exceed 5% of the amount in this accounting item and is not shown separately.

167

Lotes Co., Ltd.

Statement of Accounts Payable

December 31, 2022

Unit: NT$ 1,000

Item Summary Amount
$ 3,948
6,955
314,136
1,887,801
6,099
$
2,218,939
$ 14,839
3,147
373
$
18,359
Related parties:
Lerain Technology Co., Ltd.
LOTES VIET NAM
COMPANY LIMITED
Xincheng Development Co.,
Ltd.
REKA Technology Co., Ltd.
Lintes Technology Co., Ltd.
Non-related parties:
Q company
R company
Other (Note)

Note: The balance of each account does not exceed 5% of the amount in this accounting item and is not shown separately.

168

Statement of Other Payables

Item Summary Amount
$
6,377
Other payables - related parties
Non-related parties:
Salary payable
Royalties payable
Compensation payable to
employees and directors and
supervisors
Promotion expenses payable
Other
Total
Income tax liabilities for the
period

Mainly salary and year-end bonuses payable
Mainly royalties payable
Mainly compensation for employees and
directors and supervisors in 2022
Mainly promotion expenses payable

$ 31,774
32,653
225,780
60,374
77,734

$
428,315

$
795,052

Note: The balance of each account does not exceed 5% of the amount in this accounting item and is not shown separately.

169

Lotes Co., Ltd.
Statement of Refund Liabilities - Current
December 31, 2022
Item
Summary
Refund liabilities - current
Amount expected to be paid to customers as a
result of discounts
Statement of Other Current Liabilities
Item
Summary
Other current liabilities
Collection on behalf of others
Statement of Long-term Loans
Unit: NT$ 1,000
Amount
$
384,044

Amount
$
11,008
Creditor
Hua Nan Bank
Less: Portions due
within one year
Summary
Long-term
secured loans
Loan
Amount
$ 126,175
8,361
Contract
Term
2022.05.31
~
2037.05.31
Interest
Rate
1.75%
- %
Collateral or
Guarantee
Remarks
Investment property

$
117,814

170

==> picture [495 x 545] intentionally omitted <==

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

Lotes Co., Ltd.
Statement of Deferred Income Tax
Liabilities
December 31, 2022 Unit: NT$ 1,000
Item Summary Amount
Deferred income tax liabilities $ 1,955
Statement of Provision for Liabilities -
Non-Current
Item Summary Amount
Provision for liabilities - Provision for employee benefit liabilities $ 41,410
non-current
Statement of Other Non-Current Liabilities
Item Summary Amount
Deposits received $ 43
----- End of picture text -----

171

Lotes Co., Ltd.

Statement of Operating Revenue

From January 1 to December 31, 2022

Unit: NT$ 1,000

Item
Sales revenue:
General
Triangular trade
Less: Return of sales
Discount on sales
Net operating revenue
Quantity
829,199KPCS
1,592,221KPCS
Amount
$ 10,157,739

7,488,167
(49,144)

(156,590)

$
17,440,172

172

Unit: NT$ 1,000

Lotes Co., Ltd.

Statement of Operating Cost

From January 1 to December 31, 2022

Item
Direct raw materials
Opening inventory
Add: Incoming materials for the period
Less: Raw materials at the end of the period
Transfer to merchandise inventory sales
Other
Raw material consumption
Manufacturing Costs
Processing Costs
Transfer of finished goods and merchandise
Total manufacturing costs
Add: Opening finished goods
Less: Transfer to work-in-progress
Finished goods at the end of the period
Other
Cost of finished goods
Add: Opening goods
Current period imports
Transfer of raw materials to sales
Other
Less: Ending goods
Other
Cost of goods sold
Loss on decline in value of inventories, slump and obsolescence
Operating cost
Amount
$ 43
128
(18)
(11)
(4)
138
4,568
84
3,008
7,798
3,379
(3,008)
(4,220)
(628)
3,321
1,057,288
13,109,453
11
32,028
(1,089,869)
(2,652)
13,106,259
36,076
$
13,145,656

173

Lotes Co., Ltd.

Statement of Promotion Expense

From January 1 to December 31, 2022

Unit: NT$ 1,000

Item Summary Amount
$ 108,177
48,770
84,467
38,609
36,173
104,108
Import and export expenses
Royalties
Payroll
Freight fee
Commission
Other (Note)
Total

$
420,304

Note: The balance of each account does not exceed 5% of the amount in this accounting item and is not shown separately.

Statement of Administration Expense

Item Summary Amount
$ 224,026
25,953
22,088
105,997
Salary expenses
Labor expenses
Amortizations
Other (Note)
Total

$
378,064

Note: The balance of each account does not exceed 5% of the amount in this accounting item and is not shown separately.

174

Lotes Co., Ltd.

December 31, 2022

Please refer to the following notes for the remaining information on the schedule of significant accounting items:

(1) Statement of property, plant and equipment and changes in accumulated depreciation, Note VI (6).

(2) Statement of right-of-use assets and changes in accumulated depreciation, Note VI (7).

(3) Statement of investment property and accumulated depreciation, Note VI (8).

(4) Statement of changes in intangible assets, Note VI (9).

(5) Statement of the net amount of other revenues and gains and expenses and losses, Note VI (23)

175

5. Consolidated Financial Statement and Independent Auditor’s Report

Independent Auditor’s Report

To the Board of Directors of Lotes Co., Ltd.:

Audit opinion

We have audited the Consolidated Balance Sheet of Lotes Co., Ltd. and subsidiaries (Lotes Group) as of December 31, 2022 and 2021, the Consolidated Statement of Comprehensive Income as of January 1 to December 31, 2022 and 2021 as well as the Consolidated Statement of Changes in Equity, Consolidated Statement of Cash Flows and the Notes to Consolidated Financial Statement (including important accounting policies summary).

In our opinions, the compilation of the above consolidated financial statements present fairly, in all material respects, of the financial status of December 31, 2022 and 2021 in Lotes Group and the consolidated financial performance and consolidated cash flow of January 1 to December 31, 2022 and 2021 prepared according to Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), and Interpretations approved by the Financial Supervisory Commission and issued into effect. Basis of the audit opinions

The audit was conducted by us in accordance with the Rules Governing Auditing and Certification of Financial Statements by Certified Public Accountants and Generally Accepted Auditing Standards (GAAS). Our responsibilities under these standards will be further explained in the responsibility paragraph of the accountant’s audit on the consolidated financial statements. The personnel regulated by independence at the accounting firm that our accountants work with have been managed according to the code of professional ethics to maintain independence from Lotes Group as well as perform other responsibilities addressed on the regulation. Based on the audit results of us, we believe we have obtained sufficient and appropriate auditing evidence as the basis to express our audit opinions.

Key audit matters

Key audit matters refer to the most important matters on the audits to Lotes Group’s consolidated financial statements of fiscal year 2022 based on the professional judgment of our accountants. The matters have been responded on the whole audited consolidated financial statements and during the process of the expression of the audit opinions. There, our accountants will not express opinions separately towards the matters. Based on the judgment of the accountants, the following key audit matters that should be communicated on the audit report are as follows: I. Recognition of income

Please refer to Note IV (15) to the consolidated financial statements for the accounting policy in terms of income recognition. Please refer to Note VI (15) to the consolidated financial statements for the refund liability. Please refer to Note VI (23) to the consolidated financial statements for details about income.

Description of the key audit matters:

The operating income is the most critical factor when determining the operational performance of Lotes Group. Users of the statements are cautiously concerned about the performance of the operating income. In response to the market conditions and business needs, discounts were provided for parts of the sales of goods agreed with the customers. Based on the agreements with the customers, the management would estimate the refund liability and include it as a deduction of operating income. Thus, the income recognition evaluation is one of the fundamental evaluation items for accountants in the execution of financial report audit for Lotes Group.

Corresponding audit procedures:

176

The primary audit procedure conducted by the accountants for the aforementioned key audit matters included the understanding and evaluation of the relevant control procedures and the effectiveness of the design and execution of the control procedure. Regarding the sampling testing for sales close to the balance sheet date, external certification documents were reviewed to assess the adequacy of the income recognition timings. The management’s method to estimate and list refund liabilities were also obtained to assess whether the evaluation is based on the agreed conditions with customers. The adequacy of the refund liability estimate was analyzed with the actual situation afterward.

II. Evaluation of inventory

Please refer to Note IV (8) for the accounting policy of inventory evaluation. Please refer to Note V in the consolidated financial statements for the accounting estimates and assumed uncertainties of the inventory evaluation. Please refer to Note VI (4) in the consolidated financial statements for the information on the losses from the falling price of inventory. Description of the key audit matters:

Due to the impacts of rapid changes in the market demand and the development of production technology, the existing products are at risk to become outdated inventory or non-compliant with market demand. Parts of the inventory may become obsolete or have the market prices dropped. Thus, the inventory evaluation is one of the fundamental evaluation items for the accountants in the execution of financial report audit for Lotes Group. Corresponding audit procedure:

The primary audit procedure conducted by the accountants for the aforementioned key audit matters included the understanding and evaluation of the basis and methods used by the management to assess the net realizable value of inventory. Review and audit were conducted in terms of the data used by the management as the basis and to estimate the net realizable value, and an evaluation was conducted on the estimated sales price to the latest sales record by sampling. To evaluate the adequacy of the drop in prices, the adequacy of the inventory aging report was checked, and the changes in the inventory aging of each period were analyzed.

Other Matters

Lotes Co., Ltd. has prepared its parent company only financial statements for fiscal years 2022 and 2021, and we have issued an unqualified audit report thereon for your information. Responsibility from management level and governing unit towards the consolidated financial statements

Management level’s responsibility is to prepare the consolidated financial statements present fairly according to Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), and Interpretations approved by the Financial Supervisory Commission and issued into effect and to maintain necessary internal control related to the preparation of the consolidated financial statements in order to ensure there is no major untrue expression on the financial statements due to fraud or error.

When preparing the consolidated financial statements, the responsibility of management level also includes evaluating Lotes Group’s capability of continuous operation, disclosure of relevant matters and the application of continuous operation accounting model unless the management level intends to liquidate Lotes Group or suspend its business operation or there is no alternative practical and feasible solution other than liquidation or business suspension.

The governing unit (including the audit committee) at Lotes Group is responsible for supervising the process of financial reports.

Responsibility of accountants’ audit on the consolidated financial statements

The purpose of the consolidated financial statements audited by our accountants is to obtain reasonable assurance on whether the significant untrue expression exists on the whole consolidated financial statements due to fraud or error as well as issue the audit report. The reasonable assurance is the high certainty; however, it will not be able to guarantee that the significant untrue expression will definitely be able to be detected by generally accepted auditing standards, and the untrue expression might be caused from fraud or error. It is regarded as with significance if the individual amount or the aggregation number of the untrue expression can reasonably predict that it will affect the economic

177

decisions made by the users of the consolidated financial statements.

  • When we conduct the audit according to generally accepted auditing standards, we use

  • professional judgment and maintain our professional suspicion. We also executed the following tasks:

  • Identifying and evaluating the risk of major untrue expression on the consolidated financial statements due to fraud or error; designing and implementing proper responding strategies towards the risk evaluated; and obtaining sufficient and appropriate audit evidence as the basis of audit opinions. Due to fraud might be involving with collusion, counterfeiting, malicious omission untrue declaration, or going out of the internal control, the risk of not detecting the major untrue expression due to fraud will be higher than that due to error.

  • Obtaining necessary understanding of internal control related to audit in order to design proper audit procedure under the situation of the case. However, its purpose is not to express opinion toward the effectiveness of the internal control in Lotes Group.

  • Evaluating the adequacy of the accounting policies used by the management level and the rationality of the accounting evaluation and relevant disclosure concluded.

  • Based on the audit evidence obtained, conclusion towards the appropriateness of continuous operation accounting basis that the management level adopts and the existence of major uncertainty on events or situations with major concerns affecting Lotes Group’s capability in continuous operation are made. If we believe major uncertainty existed on the event or situation, we must remind the users of consolidated financial statements on the audit report to pay attention on the relevant disclosure or modify audit opinion when the disclosure is not appropriate. The conclusion that we made is based on the audit evidence obtained up to the audit report day, but future events or situations might cause Lotes Group not capable in continuous operation.

  • Evaluating the overall expression, structure and content of the consolidated financial statements (including relevant notes) as well as whether the consolidated financial statements present fairly, in all material respects, relevant transaction and events.

  • We obtained sufficient and appropriate audit evidence about the financial information of the constituent entities of the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and execution of the Group's audits and for forming an opinion on the Group's audits.

The communication between us and the governing unit includes the audit scope and time planned and major audit findings (including the significant defects on the internal control identified during the auditing process).

We have also provided information to the governing unit that the personnel of the firm—under which our CPAs are working—who are subject to independence requirements have complied with the statement of independence in the CPA code of professional ethics and communicated to the governing unit all relationships and other matters (including relevant safeguards) that may be considered to affect the independence of CPAs.

We determined the key audit matters that we would like to execute on Lotes Group’s consolidated financial statements for fiscal year 2022 from the communication with the governing unit. We clearly stated the related matters on the audit report unless it is the specific matter that is not allowed to be disclosed to the public according to laws, or under a very rare situation that we decided not to communicate specific matters on the audit report because we can reasonably anticipate the negative influence generated by the communication will be greater than the public interests increased.

KPMG Taiwan

CPAs:

Competent Authority of Securities CHIN-KUAN-CHENG-SHEN-T Approval Certificate No. : ZU No. 1000011652 CHIN-KUAN-CHENG-SHEN-T ZU No. 1110333933

March 21, 2023

178

Lotes Co., Ltd. And Subsidiaries

Consolidated Balance Sheet

December 31, 2022 and 2021

Unit: NT$ 1,000

Assets
Current assets:
1100
Cash and cash equivalents (Note VI (1) and (26))
1110
Financial assets measured at FVTPL - current
(Note VI (2), (13) and (26))
1120
Financial assets measured at FVTOCI - current (Note VI (2) and (26))
1150
Net notes receivable (Note VI (3) and (26))
1170
Net accounts receivable (Note VI (3) and (26))
1200
Other receivables (Note VI (3) and (26))
1220
Income tax assets for the period (Note VI (19))
130X
Net inventory (Note VI (4))
1410
Advance payment
1479
Other current assets - other

Non-current assets:
1510
Financial assets measured at FVTPL - non-current
(Note VI (2), (13) and (26))
1517
Financial assets measured at FVTOCI - non-current (Note VI (2) and (26))
1600
Property, plant and equipment (Note VI (7) and 8)
1755
Right-of-use assets (Note VI (8))
1760
Net investment property(Note VI (9) and (26))
1780
Intangible assets (Note VI (10))
1840
Deferred tax assets (Note VI (19))
1900
Other non-current assets

Total of assets
Dec. 31, 2022
Amount
%
$ 7,090,304
21
79,007 -
-
-
203,501
1
10,507,021
32
384,111
1
739 -
3,561,132
10
260,014
1
4,650
-
Dec. 31, 2021
Amount
%

3,303,062
12
154,124
1
1,456 -

61,292 -

8,736,734
33

459,211
2
362 -

4,091,387
15

143,291
1
9,018
-

16,959,937
64
3,370 -
30,003 -

6,882,186
26

1,028,489
4
335,869
1

205,584
1

151,467
1

822,486
3

9,459,454
36

26,419,391
100
Liabilities and equity
Current liabilities:
2100
Short-term loans (Note VI (11), (26), (29) VIII and IX)
2130
Contract liabilities - current (Note VI (23))
2150
Notes payable (Note VI (26))
2170
Accounts payable (Note VI (26))
2200
Other payables (Note VI (26))
2230
Income tax liabilities for the period - current (Note VI (19))
2280
Lease liabilities - current (Note VI (14), (26), (29) and VII)
2365
Refund liabilities - current (Note VI (15))
2300
Other current liabilities
2322
Long-term loans - current portion (Note VI (12), (26), (29), and VIII)

Non-current liabilities:
2530
Bonds payable (Note VI (13), (26) and (29))
2540
Long-term loans (Note VI (12), (26), (29) and VIII)
2550
Provisions – non-current (Note VI (16) and (18))
2560
Income tax liabilities for the period - non-current (Note VI (19))
2570
Deferred income tax liabilities (Note VI (19))
2580
Lease liabilities - non-current (Note VI (14), (26), (29) and VII)
2600
Other non-current liabilities

Total of liabilities
Equity attributable to owners of parent:
Share capital:
3110
Capital – common stock (Note VI (20))
3130
Certificates of bond-to-stock conversion (Note VI (20))
3200
Capital reserves (Note VI (20))
3300
Retained earnings (Note VI (20))
3400
Other equity (Note VI (20))
Total equity attributable to owners of parent
36XX
Non-controlling interest (Note VI (6))
Total of equity
Total of liabilities and equity
Dec. 31, 2022
Amount
%
$ 1,906,775
6
54,427 -
8,504 -
2,351,503
7
1,937,095
6
1,296,939
4
110,281 -
384,044
1
32,168 -
15,861
-
Dec. 31, 2021
Amount
%

1,142,178
4
97,494 -
16,402 -

2,613,359
10

1,998,938
8

670,568
3
220,742
1

195,105
1
34,715 -
14,805
-

8,097,597
24


7,004,306
27

22,090,479
66

132,449 -
149,769
1
41,410 -
6,928 -
73,393
1
260,380
1
25,101
-

911,927
4

29,600 -
45,220 -
31,342 -

33,906 -

285,847
1
22,539
-

-
-
83,520 -
8,871,880
27
982,871
3
97,817 -
182,069
1
211,812
1
775,192
2

689,430
3


1,360,381
5

8,787,027
27


8,364,687
32

1,068,762
3
9,536 -
6,307,022
19
15,761,019
47
(339,030)
(1)


1,059,779
4
1,167 -

5,283,698
20

11,200,170
42

(682,333)
(3)

11,205,161
34


22,807,309
68




16,862,481
63

1,701,304
5


1,192,223
5
$
33,295,640
100

24,508,613
73


18,054,704
68

$
33,295,640
100


26,419,391
100

(Please read the Notes to the Consolidated Financial Statements) Manager: HO, TE-YU

Chairperson: CHU, TE-HSIANG

Accounting Manager: LIU, HSIN-HSIA

179

Lotes Co., Ltd. and Subsidiaries

Consolidated Statement of Comprehensive Income

From January 1 to December 31, 2022 and 2021

Unit: NT$ 1,000

4000
Operating revenue (Note VI (15), (23) and XIV)
5000
Operating cost (Note VI (4) and XII)
Gross profit
Operating expense (Note VI (14), (17), (18), (25), (26), VII and XII):
6100
Promotion expense
6200
Administration expense
6300
R&D expense
6450
Expected credit loss (gain)
Total operating expense
Net operating profit
Non-operating revenue/expense(Note VI (13) and (24)):
7100
Interest income
7010
Other income
7020
Other gains and losses
7050
Financial costs
7055
Expected credit loss
Total non-operating revenue/expense
Net profit before tax from continuing operations
7950
Less: Income tax expense(Note VI (19))
Net profit for the period
8300
Other comprehensive income:
8310
Components of other comprehensive income that will not be reclassified to profit or
loss
8311
Remeasurements of defined benefit plan
8316
Unrealized gains (losses) from investments in equity instruments measured at
FVTOCI
8349
Less: Income tax related to components of other comprehensive income that will not
be reclassified to profit or loss
Total components of other comprehensive income that will not be reclassified
to profit or loss
8360
Components of other comprehensive income that will be reclassified to profit or loss
8361
Exchange differences on translation
8399
Less: Income tax related to components of other comprehensive income that will be
reclassified to profit or loss
Total components of other comprehensive income that will not be reclassified
to profit or loss
8300
Other comprehensive income for the period (net)
Total other comprehensive income for the period
Net profit for the period attributable to:
8610
Owners of parent
8620
Non-controlling interest
Total comprehensive income attributable to:
8710
Owners of parent
8720
Non-controlling interest
Basic earnings per share (Unit: NT$)
(Note VI (22))
Diluted earnings per share (Unit: NT$)
(Note VI (22))
2022 %

100

56
2021
Amount
$ 27,099,134
15,161,454
11,937,680
828,044
1,532,956
2,300,779
7,015
4,668,794
7,268,886
46,801
367,702
560,287
(55,109)
-
919,681
8,188,567
1,782,155
6,406,412
Amount

21,391,917

12,834,611
%

100

60


44


8,557,306


40


3

6

8

-


748,932

1,409,600

2,030,576
8,931


4

7

9

-


17


4,198,039


20


27


4,359,267


20


-

1

2

-
-

13,994

324,926

(128,648)
(28,304)
(1,037)


-

2

(1)

-

-

3


180,931


1


30

7


4,540,198

1,021,167


21

5

23

3,519,031

16

2,790
(7,981)
558
-
-
-

3,851
(5,077)
770
-
-
-
(5,749) - (1,996) -

352,351
830
1
-

(82,222)
(39)
-
-
351,521 1
(82,183)
-

345,772
1
(84,179)
-

$
6,752,184
24
3,434,852
16

$ 6,254,263
152,149
22
1

3,472,201
46,830
16
-

$
6,406,412
23
3,519,031
16

$ 6,599,798
152,386
23
1

3,387,921
46,931
16
-

$
6,752,184
24
3,434,852
16

$
$
58.70
33.32
57.87 32.69

(Please read the Notes to the Consolidated Financial Statements) Chairperson: CHU, TE-HSIANG Manager: HO, TE-YU

Accounting Manager: LIU, HSIN-HSIA

180

Unit: NT$ 1,000

Lotes Co., Ltd. and Subsidiaries

Consolidated Statement of Changes in Equity

From January 1 to December 31, 2022 and 2021

Balance on January 1, 2021
Net profit for the period
Other comprehensive income for the period
Total other comprehensive income for the period
Appropriation and distribution of retained earnings:
Legal reserve appropriated
Reversal on special reserve
Cash dividends of common stock
Other changes in capital reserves:
Issuance of stock options for convertible bonds
Changes in equity of subsidiaries, associates and joint ventures
accounted for using equity method
Compensation expense for employee stock options
Cash capital increase
Conversion of convertible bonds
Changes in non-controlling interests
Cash dividends paid by subsidiaries to non-controlling interests
Balance on December 31, 2021
Net profit for the period
Other comprehensive income for the period
Total other comprehensive income for the period
Appropriation and distribution of retained earnings:
Legal reserve appropriated
Reversal on special reserve
Cash dividends of common stock
Other changes in capital reserves:
Changes in equity of subsidiaries, associates and joint ventures
accounted for using equity method
Redemption of convertible corporate bonds
Conversion of convertible bonds
Changes in non-controlling interests
Cash dividends paid by subsidiaries to non-controlling interests
Balance on December 31, 2022
Equity attributable to owners ofparent Equity attributable to owners ofparent Equity attributable to owners ofparent Equity attributable to owners ofparent Non-controlling
interests
Total equity
Share capital Capital reserves **Retained earnings ** Other equity Total equity
attributable to
owners of
parent
Exchange
differences on
translation of
foreign financial
statements

Unrealized gains
(losses) on
financial assets
measured at
FVTOCI
Share capital for
ordinary shares
Certificates of
bond-to-stock
conversion
Total Legal reserve Special reserve Unappropriated
retained
**earnings **
$ 1,034,779
-
-

-
-
-
1,034,779
-
-

3,958,247
-
-

1,299,543
-
-

650,533
-
-

7,151,068
3,472,201
3,081

(586,953)
(8,019)

-
-

(82,102)
(5,259)

13,499,198
3,472,201

(84,280)

980,361

46,830

101

14,479,559

3,519,031

(84,179)
- - - - - -
3,475,282




(82,102)
(5,259)



3,387,921


46,931


3,434,852
-
-
-
-
-
-
25,000
-
-
-
-
-
-
-
-
-

-
1,167
-
-
-
-
-
-
-
-
25,000

1,167
-
-
-
-
-
183,236
5,460
24,931

1,050,971

60,853
-
-
271,615
-
-

-

-

-

-

-
-
-

-
(55,561)
-
-
-
-
-
-
-
-

(271,615)

55,561
(1,376,256)
-
-
-
-
-
-
-




-
-

-
-

-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-


-
-
(1,376,256)
183,236
5,460
24,931
1,075,971
62,020
-
-


-
-

-

-

-

-

-

-
237,061
(72,130)


-
-
(1,376,256)
183,236
5,460
24,931
1,075,971
62,020

237,061

(72,130)
1,059,779
-
-

1,167
-
-

1,060,946
-
-

5,283,698
-
-

1,571,158
-
-

594,972
-
-

9,034,040
6,254,263
2,232

(669,055)
(13,278)

-
-

349,783
(6,480)

16,862,481
6,254,263

345,535


1,192,223

152,149

237



18,054,704

6,406,412

345,772
- - - - - -
6,256,495




349,783
(6,480)



6,599,798


152,386


6,752,184
-
-
-
-
-
8,983
-
-
-
-
-
-
-

8,369
-
-
-
-
-
-
-

17,352
-
-
-
-
-
127,583
(90)

895,831
-
-
347,528
-
-

-

-

-
-
-

-
87,361
-
-
-
-
-
-

(347,528)

(87,361)
(1,695,646)
-
-
-
-
-




-
-

-
-

-
-
-
-
-
-
-
-
-
-
-
-


-
-
(1,695,646)
127,583
(90)
913,183
-
-


-
-

-

-

-

-
413,561
(56,866)


-
-
(1,695,646)
127,583
(90)
913,183

413,561

(56,866)
$
1,068,762

9,536

1,078,298

6,307,022

1,918,686

682,333

13,160,000

(319,272)
(19,758)

22,807,309


1,701,304



24,508,613

(Please read the Notes to the Consolidated Financial Statements) Manager: HO, TE-YU

Chairperson: CHU, TE-HSIANG

Accounting Manager: LIU, HSIN-HSIA

181

Lotes Co., Ltd. and Subsidiaries

Consolidated Statement of Cash Flows

From January 1 to December 31, 2022 and 2021

Cash flows from (used in) operating activities:
Net profit before tax
Adjustments:
Adjustments to reconcile profit (loss)
Depreciation expense
Amortization expense
Expected credit loss (gain)
Net loss (gain) on financial assets or liabilities at FVTPL
Interest expense
Interest income
Dividend income
Compensation expense for share-based payment
Loss (gain) on disposal of property, plant and equipment
Inventory valuation and disposal loss
Profit from the repurchase of corporate bonds
Other adjustments
Total adjustments to reconcile profit (loss)
Changes in operating assets and liabilities:
Changes in operating assets:
Increase in notes receivable
Increase in accounts receivable
Decrease (increase) in other receivables
Decrease (increase) in inventory
Increase in advance payment
Decrease (increase) in other current assets
Decrease in other financial assets
Total changes in operating assets
Changes in operating liabilities:
Increase (decrease) in contract liabilities
Increase (decrease) in notes payable
Increase (decrease) in accounts payable
Increase (decrease) in other payables
Decrease in provisions
Increase (decrease) in other current liabilities
Increase in refund liabilities
Total changes in operating liabilities
Total changes in operating assets and liabilities
Total adjustments
Cash inflow generated from operations
Interest received
Dividends received
Interest paid
Income taxes paid
Net cash flows from operating activities
Cash flows from (used in) investing activities :
Disposal of financial assets measured at FVTOCI
Acquisition of financial assets measured at FVTOCI
Acquisition of financial assets measured at FVTPL
Disposal of financial assets measured at FVTPL
Acquisition of property, plant and equipment
Disposal of property, plant and equipment
Acquisition of intangible assets
Net cash inflows from business combination
Disposal of investment property
Decrease (increase) in other non-current assets
Net cash flows from (used in) investing activities
Cash flows from (used in) financing activities
Increase (decrease) in short-term loans
Issuance of corporate bonds
Borrowings of long-term loans
Repayments of long-term loans
Payments of lease liabilities
Increase in other non-current liabilities
Cash dividends paid
Cash dividends paid to non-controlling interests
Cash capital increase
Subsidiary issuing corporate bonds
Repurchase of corporate bonds
Changes in non-controlling interests
Changes in subsidiaries, associates and joint ventures accounted for using equity method
Net cash flows from (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 period
Cash and cash equivalents at end of period
Unit: NT$ 1,000
2022
2021
$ 8,188,567
4,540,198
2,212,956
1,503,974
55,711
51,307
7,015
9,968
14,301
(25,795)
55,109
28,304
(46,801)
(13,994)
(5,535)
(6,119)
10,825
25,077
28,364
3,728
97,602
92,408
(35)
-
23,779
(2,472)
Unit: NT$ 1,000
2022
2021
$ 8,188,567
4,540,198
2,212,956
1,503,974
55,711
51,307
7,015
9,968
14,301
(25,795)
55,109
28,304
(46,801)
(13,994)
(5,535)
(6,119)
10,825
25,077
28,364
3,728
97,602
92,408
(35)
-
23,779
(2,472)

2,453,291



1,666,386

(142,209)
(1,777,302)
85,564
432,653
(116,723)
4,368
-



(7,187)

(1,904,786)

(107,813)

(1,624,767)

(81,083)

(2,353)
87,320
(1,513,649)

(3,640,669)

(43,067)
(7,898)
(261,856)
(62,876)
(1,020)
(2,547)
188,939



5,835

12,828

112,204

809,880

(187)

1,518

33,338

(190,325)



975,416

(1,703,974)



(2,665,253)

749,317



(998,867)

8,937,884
36,337
5,535
(45,171)
(1,201,299)



3,541,331

18,588

6,119

(24,622)

(851,646)

7,733,286



2,689,770

1,422
(61,465)
(8,000)
69,302
(3,677,619)
2,392
(30,457)
-
-
18,314



-

(14,400)

(174,504)

166,435

(3,631,931)

18,589

(101,381)
(96,793)
30,446

(284,138)

(3,686,111)



(4,087,677)

714,342
-
130,000
(8,775)
(237,460)
2,562
(1,695,646)
(56,866)
-
346,268
(2,800)
246,344
67,445



1,142,178
1,152,983

29,600

(9,191)

(356,459)

4,669

(1,376,256)

(72,130)
1,075,971

-

-

236,940

5,435

(494,586)



1,833,740

234,653
3,787,242
3,303,062



(82,183)

353,650

2,949,412

$
7,090,304



3,303,062

(Please read the Notes to the Consolidated Financial Statements) Chairperson: CHU, TE-HSIANG Manager: HO, TE-YU

Accounting Manager: LIU, HSIN-HSIA

182

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

Lotes Co., Ltd. and Subsidiaries Notes to the Consolidated Financial Statements

2022 & 2021

(All amounts are in NT$ thousands unless otherwise stated)

I. Company History

Lotes Co., Ltd. (hereinafter referred to as the “Company”) was incorporated on August 23, 1986 in accordance with the provisions of the Company Act and was approved for registration with its registered office at No.15, Wuxun Street, Anle District, Keelung City. The Company and Subsidiaries (hereinafter referred to as the “Consolidated Company”) are principally engaged in the sale and purchase of various hardware parts and components, the manufacturing and processing of various terminals and their connectors, the import and export business in connection with the preceding item and the agency of the preceding item in connection with the tender quotation and distribution of products of domestic and foreign manufacturers. Please refer to Note XIV for further details.

II. Date and Procedures of Approval of Financial Statement

The Consolidated Financial Statement was approved and released by the Board of Directors on March 21, 2023.

III. Application of New and Revised Standards and Interpretations

  • (1) Influence of the Adoption of New and Revised Standards and Integrations Approved by the Financial Supervisory Commission

Since January 1, 2022, the Consolidated Company has adopted the amended International Financial Report Standards, and this did not cause material impact on the consolidated financial statements:

‧Amendments to IAS 16 – “Property, Plant and Equipment: Proceeds before Intended Use”

‧Amendments to IAS 37 – “Onerous Contracts—Cost of Fulfilling a Contract”

‧Annual Improvements to IFRS Standards 2018–2020

‧Amendments to IFRS 3 – “Reference to the Conceptual Framework”

  • (2) Effects of new and revised standards and interpretation has been approved by FSC but not yet being adopted

The Consolidated Company assesses that the application of the following newly amended IFRSs, effective January 1, 2023, will not have a significant impact on consolidated financial statements.

‧Amendments to IAS 1 – “Disclosure of Accounting Policies”

‧Amendments to IAS 8 – “Definition of Accounting Estimates”

184

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

  • ‧Amendments to IAS 12 – “Deferred Tax related to Assets and Liabilities arising from a Single Transaction”

(3) New and revised standards and interpretations not yet recognized by the FSC

The Consolidated Company does not expect the following newly issued and amended standards, which have not yet been endorsed, to have a material impact on the consolidated financial statements.

‧Amendments to IFRS 10 and IAS 28, “Disposal of or Contribution to Assets between an Investor and its Affiliate or Joint Venture”.

‧Amendments to IFRS 17, “Insurance Contracts” and IFRS 17

‧Amendments to IAS 1 – “Classification of Liabilities as Current or Non-Current”

‧Amendments to IAS 1, "Non-Current Liabilities with Contractual Terms"

  • ‧Amendments to IFRS 17, "First-time Application of IFRS 17 and IFRS 9 Comparative Information"

‧Amendments to IFRS 16, "Regulations on Sale and Leaseback Transactions"

IV. Summary of Major Accounting Policies

The major accounting policies adopted in this Financial Statement are summarized as follows. Unless otherwise noted, the following accounting policies have been applicable for all presentation period of the Consolidated Financial Statement.

(1) Compliance statement

The Consolidated Financial Statement was compiled in accordance with the Guidelines Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), and Interpretations approved by the Financial Supervisory Commission.

(2) Compiling basis

1. Measurement foundation

Except the major items in the following balance sheet, the Consolidated Financial Statement was compiled based on the historical costs:

  • (1) Financial assets at fair value through profit or loss measured with fair value.

  • (2) Financial assets measured at fair value through other comprehensive income.

  • (3) Liabilities for cash-settled share-based benefit agreements that are measured at fair value.

  • (4) Net defined benefit liability (or asset) is measured according to the fair value of the retirement fund assets deducting present value of the defined benefit obligation and the ceiling influence value listed in Footnotes IV (16).

2. Functional currency and presentation currency

Each party of the Consolidated Company takes the currency of major economic

185

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

environment where each operation is located as its functional currency. The Consolidated Financial Statement is presented in the functional currency of the Company, NTD. All of the financial information expressed herein in NTD is of one thousand per unit.

(3) Consolidation basis

The main entity for the preparation of consolidated financial statements consists of the Company and the entity controlled by the Company (i.e., the subsidiaries).

The financial statements of subsidiaries are included in the consolidated financial statements from the date that control is obtained until the date that control is lost. Gains or losses attributable to the subsidiary's non-controlling interest are attributed to the non-controlling interest, even if the non-controlling interest becomes a loss balance as a result.

Inter-company transactions, balances and any unrealized gains and losses are eliminated in the preparation of the consolidated financial statements.

Changes in ownership interests in subsidiaries that do not result in a loss of control are accounted for as equity transactions with owners.

1. Subsidiaries included in the consolidated financial statements

The subsidiaries included in the consolidated financial statements are:

Investing
company
Subsidiary
**Location **
Shareholding %
Dec. 31,
2022
Dec. 31,
2021
Note
The Company Lotes Investments Limited
Samoa

Good Hope Investments
Limited


Guansi Development Co., Ltd.


Zhaxi Investment Co., Ltd.
Anguilla

Zhaxi Investment Co., Ltd.
Taiwan

Lotes USA, Inc
America

LOTES EU GmbH
Germany

Lerain Technology Co., Ltd.
Taiwan

Lomites Co., Ltd.


LOTES VIET NAM
COMPANY LIMITED
Vietnam
Lotes
Investments
Limited
Loteson International
Investments Limited
Hong Kong
Loteson
International
Investments
Limited
Lotes Guangzhou Co., Ltd.
China
Lotes
Guangzhou
Co., Ltd.
Lotes Hengnan Co., Ltd.
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
15.74%
16.40% (Note 1)
99.92%
100.00% (Note 4)
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%

186

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

Shenzhen DeYi Automation 100.00% 100.00%
Equipment Co., Ltd.
Lotes Zhongshan Co., Ltd. 50.00% 50.00%
Zhongshan Dezhi Metal Surface 100.00% 100.00%
Treatment Co., Ltd.
Hengnan Deyi Property 100.00% 100.00%
Development Co., Ltd.
Zhongshan Jinmeida Metal -
%
-
%
(Note 1)
Surface Treatment Co., Ltd. & (Note
2)
Guangzhou Leside Technology 100.00% 100.00%
Co., Ltd.
Lotes Zhongshan DeZhi Real Estate China 100.00% -
%
Zhongshan Development Co., Ltd.
Co., Ltd.
Guangzhou Chongqing Fuxinrui Electronic 51.00% 51.00%
Leside Technology Co., Ltd.
Technology
Co., Ltd.
Good Hope Xincheng Development Co., Samoa 100.00% 100.00%
Investments Ltd.
Limited
REKA Technology Co., Ltd. Hong Kong 100.00% 100.00%
Guansi Jae You Co., Ltd. Hong Kong 100.00% 100.00%
Development
Co., Ltd.
Jae You Co., Lotes Suzhou Co., Ltd. China 100.00% 100.00%
Ltd.
Lotes Suzhou Lotes Zhongshan Co., Ltd. 50.00% 50.00%
Co., Ltd.
Zhaxi Wangden Investments Limited Hong Kong 100.00% 100.00%
Investment
Co., Ltd.
Wangden Zongka Technology (Shenzhen) China 100.00% 100.00%
Investments Co., Ltd.
Limited
Zhaxi Ememe Robot Co., Ltd. Taiwan 94.37% 94.37%
Investment
Co., Ltd.
Compertum Microsystems Inc. 31.78% 35.34% (Note 1)
Good News Medical Co., Ltd. 25.44% 25.44% (Note 1)
Lintes Technology Co., Ltd. 50.24% 52.13%
Lintes Jiajun Investment Co., Ltd. -
%
100.00% (Note 3)
Technology
Co., Ltd.
Genie Precision Machine Co., 60.00% 60.00%
Ltd.

187

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

Compertum Microsystems Inc. 10.59% 10.41% (Note 1)
Lerain Technology Co., Ltd. 1.82% 1.90% (Note 1)
Jilong Co., Ltd. Samoa 100.00% 100.00%
LINTES TECHNOLOGY Thailand 100.00% -
%
(THAILAND) CO. , LTD.
Jilong Co., Rihui Co., Ltd. Samoa 100.00% 100.00%
Ltd.
Rihui Co., Lintes Technology (Suzhou) China 100.00% 100.00%
Ltd. Co., Ltd.
  • Note 1: Although the Consolidated Company does not hold more than half of the voting shares of this

  • company, it is included as a subsidiary in the consolidated financial statements because the Consolidated Company has control over its major operating activities and other decisions.

  • Note 2: Please refer to Note VI (5) for the Consolidated Company's acquisition of control over this company.

  • Note 3: Liquidation eliminated in the fourth quarter of 2021.

  • Note 4: Mikronpoint Co., Ltd. changed its name to Lomites Co., Ltd. on May 18, 2022.

2. Subsidiaries not included in the consolidated financial statements: None.

(4) Foreign currency

1. Foreign currency trading

Foreign currency is converted into functional currency according to exchange rate on the date of transaction. At the end of each subsequent reporting period (the “Reporting Date”), foreign currency monetary items are translated into functional currency at the exchange rate prevailing on that date. Non-monetary items measured at fair value in foreign currencies are translated into functional currencies using the exchange rates prevailing at the date of fair value measurement, while non-monetary items measured at historical cost in foreign currencies are translated at the exchange rates prevailing at the dates of the transactions.

The foreign currency exchange difference resulting from the conversion is recognized to be other comprehensive Income excepting for the following situations, otherwise, recognized to be gains and losses:

  • (1) Equity instruments designated as measured at fair value through other comprehensive income.

(2) Financial liabilities designated as a net investment hedge for a foreign operating entity are within the effective range of the hedge; or

(3) Eligible cash flow hedges are within the effective range of the hedge.

2. Foreign operating organizations

The assets and liabilities of foreign operating organizations, including the business

188

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

reputation and fair value adjustment during the acquisition, are converted to be NTD according to exchange rate on the report day; gains and losses are converted into NTD according to exchange rate in the current period, and the resultant conversion difference is recognized to be other comprehensive Income.

In case of the loss of control, joint control or material influences arising from the punishment on foreign operating organizations, the accumulated conversion differences related to the foreign operating organizations shall be fully reclassified as gains and losses. Upon partial disposal of a subsidiary with foreign operations, the related accumulated exchange differences are reattributed to non-controlling interest on a pro rata basis. In case of affiliated company or joint ventures of foreign operating organizations involved in some of the punishment, related accumulated conversion differences shall be fully reclassified as gains and losses in proportion.

As to the receivable and payable monetary items of foreign operating organizations, if without the repayment plan or the possibility of repayment in foreseeable future, the resultant gains and losses from foreign currency conversion shall be regarded as a part of net investments to the foreign operating organizations as recognized as other comprehensive income.

  • (5) Standards for classifying current and non-current assets and liabilities

Assets meeting one of the following conditions are recognized to be current assets, and other assets not belonging to current assets are recognized to be non-current assets:

  1. Those that are expected to be realized during the normal operating period or intended to be sold or consumed.

  2. Those held mainly for the purpose of transaction.

  3. Those expected to be realized within 12 months after the reporting period.

  4. The asset is cash or cash equivalents, unless the asset is otherwise restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period.

The liabilities meeting any one of the following conditions are current liabilities, and other liabilities not belonging to current liabilities are recognized to be non-current liabilities:

  1. Those expected to be paid off during the normal operating period.

  2. Those held mainly for the purpose of transaction.

  3. Those expected to be paid off within 12 months after the reporting period.

  4. Liabilities that do not have an unconditional right to extend the maturity period to at least 12 months after the reporting period. The terms of the liability may, at the option of the counterparty, not affect its classification if the issuance of equity instruments results in its settlement.

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Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

(6) Cash and cash equivalents

Cash includes cash on hand and demand deposits. Cash equivalents are the investments which are allowed to be converted into normed cash with few value change risks and short-term high flowability. Certificate of deposit which satisfy the foregoing definition and with the holding purpose of meeting the short-term cash pledges rather than investment or others shall be recognized as cash equivalents.

(7) Financial instrument

Accounts receivable and the original debt securities issued are recognized when they are incurred. All other financial assets and financial liabilities were originally recognized when the Consolidated Company became a party to the terms of the financial instrument agreement. Financial assets that are not measured at fair value through profit or loss (except accounts receivable, which do not contain a significant financial component) or financial liabilities are measured at fair value plus the transaction cost directly attributable to the acquisition or issue. Accounts receivable, which do not contain significant financial components, are originally measured at transaction prices.

1. Financial assets

The purchase or sale of financial assets by a conventional trader, the Consolidated Company shall treat all purchases and sales of financial assets classified in the same manner in accordance with the transaction date or the settlement date.

At the time of the original recognition, financial assets were classified as: financial assets measured at amortized cost, debt instrument investments measured at fair value through other comprehensive income, equity instrument investments measured at fair value through other comprehensive income, or financial assets measured at fair value through gains and losses.

The Consolidated Company will only change its business model for managing financial assets from the first day of the next reporting period to classify all affected financial assets.

(1) Financial assets measured at amortized cost

Financial assets are measured at post-amortized cost when they simultaneously meet the following conditions and are not specified to be measured at fair value through profit or loss:

‧The financial asset is held under a business model for the purpose of collecting contractual cash flow.

‧The cash flow generated by the terms of the contract on the financial asset at the specified date is solely for the payment of the principal and the interest on the outstanding principal amount.

The cumulative amortization of such assets is subsequently calculated by the

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Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

effective interest method plus or minus the original amount recognized, and the amortized cost of any loss allowance is adjusted. Interest income, foreign exchange gains and losses and impairment losses are recognized as gains and losses. When derecognized, the profit or loss shall be included in the profit or loss.

(2)Financial assets measured at FVTOCI

When the debt instrument investment simultaneously meets the following conditions and is not specified to be measured at fair value through profit and loss, it is measured at fair value through other consolidated profit and loss:

  • ‧The financial asset is held under a business model for the purpose of collecting contractual cash flow and selling.

‧The cash flow generated by the terms of the contract on the financial asset at the specified date is solely for the payment of the principal and the interest on the outstanding principal amount.

The Consolidated Company may, at the time of its original recognition, irrevocably choose to report the subsequent changes in the fair value of its non-tradable equity instrument investments to other consolidated profits and losses. The foregoing selection is made on an item-by-item tool basis.

Debt instrument investors are measured by fair value afterwards. Interest income, foreign exchange gains and losses and impairment losses calculated by the effective interest method are recognized as gains and losses, while the remaining net gains or losses are recognized as other comprehensive income. When discounting, the accumulated amount of other comprehensive income shall be reclassified into comprehensive income.

Equity instrument investors are measured by fair value afterwards. Dividend income (unless it clearly represents the recovery of a portion of the investment cost) is recognized as a profit or loss. The remaining net benefits or losses are recognized as other comprehensive income and are not reclassified into gains and losses.

Dividend income from equity investments is recognized on the date (usually ex-dividend date) when the Consolidated Company becomes entitled to receive dividends.

(3) Financial assets measured at FVTPL

Financial assets that are not measured at fair value at the above amortized cost or through other comprehensive income are measured at fair value through gains and losses, including derivative financial assets. The Consolidated Company may, at the time of its original recognition, irrevocably designate financial assets that meet the criteria of measuring at fair value according to the amortized cost or through other comprehensive income as financial assets measured at fair value through gains and

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Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

losses in order to eliminate or substantially reduce improper accounting matching.

Such assets are subsequently measured at fair value and their net gains or losses (including any dividends and interest income) are recognized as gains or losses.

(4) Business model evaluation

The purpose of the Consolidated Company is to assess the business model of holding financial assets at a portfolio level, which best reflects the way of operation and management and the way of providing information to management. The following information is considered:

·The portfolio policies and objectives described and the operation of such policies. Including whether the management’s strategy is to focus on earning contractual cash flow, maintaining a certain portfolio of interest rates, matching the duration of financial assets with the duration of the relevant liabilities or anticipated cash outflows, or achieving cash flow through the sale of financial assets.

  • ·Performance of the business model and how the financial assets held under the business model are evaluated and reported to the principal managers of the business.

  • ·Risks that affect the performance of the business model (and the financial assets held under the business model) and the manner in which such risks are managed.

  • ·The frequency, amount and timeliness of previous sales of financial assets, the reasons for such sales and the expectation of future sales.

The transfer of a financial asset to a third party for the above business purposes that does not meet the exclusion criteria is not a sale as described above, consistent with the purpose for which the merged Consolidated Company continues to recognize the asset. Financial assets held for trading and managed and evaluated for performance on a fair value basis are measured at fair value through profit and loss.

  • (5) Evaluate whether the cash flow of the contract is fully the interest on the payment of the principal and the amount of outstanding principal

For evaluation purposes, the principal is the fair value of the financial asset at the time of its original recognition, and the interest is made up of the following considerations: the time value of money, the credit risk associated with the amount of outstanding principal in circulation during a particular period, and other basic lending risks and costs and profit margins.

To evaluate whether the contract cash flow is fully interest on the principal and the outstanding principal amount, the Consolidated Company considers the terms of the financial instrument contract, including whether the financial asset contains a contract term that can change the point or amount of the cash flow of the contract, causing it to fail to meet this condition. In the evaluation, the Consolidated Company considers:

·Any contingencies that change the timeliness or amount of the cash flow of the

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Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

contract;

  • ·The terms of the coupon rate may be adjusted, including the nature of the variable rate;

  • ·The nature of prepayment and extension; and

  • ·Claims of the Consolidated Company are limited to cash flow terms derived from specific assets (e.g. non-recourse nature).

(6) Impairment of financial assets

For the financial assets measured at the amortized cost after (including cash and about when cash, notes receivable, accounts receivable, other receivables, refundable deposit, and other financial assets, etc.), through the other comprehensive income measured at fair value, the debt instruments of investment assets and contract of expected loss, the Consolidated Company recognizes the allowance for credit losses.

The following financial assets are measured against losses according to the expected credit loss amount of 12 months, and the rest are measured according to the expected credit loss amount of the existing period:

‧Determine that the credit risk of the debt securities at the reporting date is low; and

‧The credit risk of other debt securities and bank deposits (i.e. the risk of default during the expected life of financial instruments) has not increased significantly since the original recognition.

The loss allowance for accounts receivable and contract assets is measured in terms of the expected credit loss during the period of existence.

In determining whether credit risk has increased significantly since the initial recognition, the Consolidated Company considers reasonable and verifiable information (available at no excessive cost or investment), including qualitative and quantitative information, as well as analysis based on the Consolidated Company’s historical experiences, credit assessment and forward-looking information.

The Consolidated Company shall be deemed to be in default of the financial asset if the debtor of the contract payment is unlikely to meet his credit obligations to make the full payment to the Consolidated Company.

Expected credit loss during the life of a financial instrument refers to the expected credit loss arising from all possible defaults during the life of the financial instrument.

Twelve-month expected credit loss refers to the expected credit loss arising from the possible default of the financial instrument within twelve months after the date of the report (or a shorter period, if the expected duration of the financial instrument is shorter than twelve months).

The longest contract period during which the expected credit loss is measured is the longest contract period during which the Consolidated Company is exposed to credit risk.

The expected credit loss is the probabilistic weighted estimate of the credit loss

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Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

during the expected life of the financial instrument. Credit losses are measured in terms of the present value of all cash shortfalls, the difference between the cash flows that the Consolidated Company can collect under the contract and the cash flows that the Consolidated Company expects to collect. The expected credit loss is discounted at the effective interest rate of the financial asset.

On each reporting date, the Consolidated Company evaluates whether there is a credit impairment in the debt securities on which financial assets are measured at after-amortized cost and on which fair value is measured through other comprehensive income. When one or more events have occurred that adversely affect the estimated future cash flow of a financial asset, the financial asset has suffered a credit impairment. Evidence of credit impairment of financial assets includes observable information relating to:

  • ·Major financial difficulties of the borrower or issuer;

  • ·Default, such as delay or delay beyond a specified period;

  • ·For economic or contractual reasons related to the borrower’s financial difficulties, the merged Consolidated Company gives the borrower concessions that the borrower would not have considered;

  • ·The borrower is likely to file for bankruptcy or other financial restructuring; or

  • ·The active market for the financial asset disappears due to financial difficulties.

The loss allowance for a financial asset measured at its amortized cost is deducted from the carrying amount of the asset. The allowance for losses on debt instrument investments is measured at fair value through other comprehensive income. It is adjusted and recognized as other comprehensive income (without reducing the carrying amount of the assets).

When the Consolidated Company cannot reasonably expect to recover the financial assets as a whole or in part, it will directly reduce the total book amount of its financial assets. For the Company, the Consolidated Company shall analyze the date and amount of the write-off on the basis of whether it is reasonable to expect recovery. The Consolidated Company does not expect a significant reversal of the write-off. However, financial assets that have been written off may still be enforced to comply with the procedures of the Consolidated Company for recovering overdue amounts.

(7) Financial assets derecognition

When the Consolidated Company terminates the contractual rights from the cash flow of such assets or has transferred the financial assets and almost all risks and returns of the asset ownership have been transferred to other enterprises, the financial assets shall be derecognized.

Transactions in which the Consolidated Company enters into transfers of financial assets that retain all or substantially all of the risks and rewards of ownership of the

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Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

transferred assets continue to be recognized on the balance sheet.

2. Financial liabilities and equity instruments

(1) Classification of liabilities or equity

Debt and equity instruments issued by the Consolidated Company are classified as financial liabilities or equity based on the substance of the contractual agreements and the definitions of financial liabilities and equity instruments.

(2) Equity transactions

An equity instrument is any contract that evidences a residual interest in the assets of the Consolidated Company after deducting all of its liabilities. Equity instruments issued by the Consolidated Company are recognized at the amount of the consideration received less direct issue costs.

(3) Compound financial instruments

The number of shares issued does not vary with the change in fair value of the compound financial instruments, which are convertible bonds (denominated in New Taiwan dollars) that the holders have the option to convert to equity.

The original recognition amount of the liability component of a compound financial instrument is measured at the fair value of a similar liability excluding the equity conversion rights. The original recognition amount of the equity component is measured as the difference between the fair value of the compound financial instrument as a whole and the fair value of the liability component. Any directly attributable transaction costs are allocated to the liability and equity components in proportion to the carrying amounts of the original liability and equity.

After initial recognition, the liability component of a compound financial instrument is measured at amortized cost using the effective interest method. The equity component of a compound financial instrument is not remeasured after initial recognition.

Interest related to financial liabilities is recognized as profit or loss. Financial liabilities are reclassified to equity upon conversion, and no gain or loss is recognized upon conversion.

(4) Financial liabilities

Financial liabilities are classified as amortized costs or measured at fair value through profit or loss. Financial liabilities which are held for trading, derivatives or specified at the time of their original recognition are classified as being measured at fair value through profit or loss. Financial liabilities, measured at fair value through profit and loss, are measured at fair value, and the associated net benefits and losses, including any interest expense, are recognized as profit and loss.

The effective subsequent interest method for other financial liabilities is measured

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Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

at the amortized cost. Interest expenses and exchange gains and losses are recognized as gains and losses. Any benefit or loss at the time of discounting is also considered as profit or loss.

(5) Derecognition of financial liabilities

The Consolidated Company derecognizes financial liabilities when contractual obligations have been fulfilled, cancelled or matured. When the terms of a financial liability are modified and the cash flows of the modified liability differ materially, the original financial liability is derecognized and a new financial liability is recognized at fair value based on the modified terms.

When derecognizing financial liabilities, the difference between carrying amount and the sum of paid or payable considerations (including any transferred non-cash capital or assumed liabilities) shall be recognized as gains and losses.

(6) Offset between financial assets and liabilities

Financial assets and financial liabilities can be offset with each other and represented on the balance sheet with net value only when the Consolidated Company has legal rights to offset and has the intention to deliver with net value as well as realize capital and liquidate the liabilities.

3. Derivative financial instruments

The Consolidated Company holds derivative financial instruments to avoid foreign currency and interest rate risks. Embedded derivatives are separated from the main contract when specific conditions are met and the main contract is not a financial asset.

Derivative instruments are initially recognized at fair value and subsequently measured at fair value, and the resulting gain or loss is recognized directly in profit or loss.

(8) Inventory

Inventory shall be measured with the lower of the costs and net realizable value. The costs include the acquisition, production and processing costs enabling them to arrive at the available places and status and other costs, which are calculated according to the standard cost method, and priced at cost transferring according to weighted mean method. The costs of the inventory of finished products and products in process include the manufacturing costs amortized based on normal production capacity according to proper percentage.

Net realizable value refers to the estimated prices under normal operation deducting estimated costs to be needed for estimated completion and estimated costs to be needed for completing selling.

(9) Investment property

Investment real estate means real property held for the purpose of earning rent or asset appreciation, or both, rather than for the purpose of production, provision of goods or services, or for administrative purposes. Investment real estate is originally measured by cost,

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Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

and later measured by cost minus accumulated depreciation and accumulated impairment. The depreciation method, durable life and residual value shall be treated in accordance with the provisions of real estate, plant and equipment.

The disposal interest or loss of the investment real estate (calculated at the difference between the net disposal price and the account amount of the project) shall be recognized as the profit or loss.

The rental income of investment real estate is recognized as other income in the straight-line method during the lease term. The incentive to lease is recognized as part of the rental income during the lease term.

(10) Property, plant and equipment

1. Recognition and measurement

Items of property, plant and equipment are measured at cost, including capitalized borrowing costs, less accumulated depreciation and any accumulated impairment.

Significant components of property, plant and equipment are treated as separate items

(major components) when they have different life cycles.

Gain or loss on disposal of property, plant and equipment is recognized in profit or loss.

2. Subsequent costs

Subsequent expenses are capitalized only when it is probable that future economic benefits will flow into the Consolidated Company.

3. Depreciation

Depreciation is calculated based on the cost of the asset less its residual value and is recognized in profit or loss using the straight-line method over the estimated useful life of each component.

The land is not subject to depreciation.

The estimated useful lives for the current and comparative periods are as follows:

  • (1) Buildings 20-40 years

  • (2) Machinery 2-10 years

  • (3) Other equipment 2-10 years

The Consolidated Company reviews the method of depreciation, durability and residual value at each reporting date and makes appropriate adjustment as necessary.

4. Reclassification to investment real estate

When real property for own use is reclassified to investment property, the real property is reclassified to investment property based on its carrying amount at the time of change of use.

(11) Leasing

The Consolidated Company shall assess whether the contract is a lease or includes a

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Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

lease on the date of formation of the contract. If the contract transfers control over the use of the identified assets for a period of time in exchange for consideration, the contract shall be a lease or includes a lease.

1. The lessee

The Consolidated Company recognize the right-of-use assets and lease liabilities on the beginning date of the lease. Right-of-use assets are originally measured in terms of cost, which includes the original measured amount of lease liabilities, adjusts the lease beginning date or before payment of any rent payment, and the initial direct costs, and applied to removing the asset and restoring its location or the estimated cost of the underlying assets. It minuses the charge of any lease incentives at the same time.

Depreciation of right-of-use assets following the commencement of the lease shall be carried out by the straight-line method at the end of the useful life of right-of-use assets or earlier at the end of the lease term. In addition, the Consolidated Company will periodically evaluate whether there is any loss of right-of-use assets and deal with any loss that has occurred, and adjust the right-of-use assets in the case of lease liabilities.

Lease liabilities are defined as the present value of lease benefits not yet paid at lease commencement date. If the implied lease rate is easy to determine, the discount rate will be that rate, and if not, the incremental borrowing rate of the Consolidated Company will be used. Generally speaking, the Consolidated Company adopts its incremental borrowing rate as the discount rate.

Lease benefits measured in lease liabilities include:

  • (1) fixed payments, including substantive fixed payments;

  • (2) depending on the variation of a certain index or rate of rent payment, the index or rate on the commencement date of the lease shall be used as the original measurement;

  • (3) the guaranteed amount of salvage value expected to be paid; and

  • (4) the price at which the option to exercise the option to purchase or terminate the lease will be reasonably determined or the penalty to be paid.

  • Lease liabilities is then calculated using effective interest method, and the amount

  • was measured when:

  • (1) changes in the index or rate used to determine lease payments result in changes in future lease payments;

  • (2) the guaranteed amount of the residual value expected to be paid has changed;

  • (3) the evaluation of the underlying asset purchase option has changed;

  • (4) the estimate of whether to exercise the option of extension or termination

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Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

has changed, which leads to the change of the assessment of the lease period;

(5) modification of the subject matter, scope or other terms of the lease.

Lease liabilities are remeasured due to the aforementioned changes in the index or rate used to determine lease payments, changes in the residual value guarantee amount, and changes in the evaluation of purchases, extensions or termination options, the book value of right-of-use assets should be adjusted accordingly. When the book value of right-of-use assets is reduced to zero, the remaining re-measured amount is recognized in profit or loss.

For the tease modifications about the reduced coverage, the book amount of right-of-use assets will be reduced to reflect partial or total termination of Lease, and the difference between Lease assets and Lease assets will be included in the profit and loss.

The Consolidated Company will express the right-of-use assets and lease liabilities that do not conform to the definition of investment real estate in the form of single line items in the balance sheet.

In relation to short-term leases and leases of low-value assets, the Consolidated Company has chosen not to recognize right-of-use assets and lease liabilities, but rather to recognize lease payments on a straight-line basis as an expense during the lease term.

2. The lessor

The transaction in which the Consolidated Company is a lessor shall be classified as a financial lease or an operating lease on the date of establishment of the lease, depending on whether or not the lease contract is transferred to almost all the risks and rewards attached to the ownership of the underlying asset. In the evaluation, the Consolidated Company shall consider certain indicators, including whether the lease term covers the principal part of the underlying asset’s economic life.

If the Consolidated Company is a sublease lessor, it will handle the master lease and the sublease transaction respectively and evaluate the sublease transaction classification based on the right-of-use assets generated from the master lease. If the principal lease is a short-term lease and a recognition waiver is applicable, the sublease transaction shall be classified as an operating lease.

(12) Intangible assets

1. Recognition and measurement

Computer software acquired by the Consolidated Company is measured at cost less accumulated amortization and accumulated impairment.

2. Subsequent expenditure

The subsequent expenditure can be capitalized only when they can increase the future economic benefits of relevant specific assets, and all of other expenditures are recognized

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Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

as gains and losses when they occur, including the expenses for developing reputation and brand establishing.

3. Amortization

Amortization is calculated based on the cost of the asset less its estimated residual value and is recognized in profit or loss using the straight-line method over the estimated useful lives of the Intangible assets, from one to five years from the time the assets reach a ready-for-use condition.

The Consolidated Company reviews the amortization method, useful life and residual value of Intangible assets at each reporting date and makes appropriate adjustments as necessary.

  • (13) Non-financial asset impairment

At each reporting date, the Consolidated Company assesses whether there is any indication that the carrying amount of non-financial assets (other than inventories, deferred income tax assets) may be impaired. If any indication exists, the recoverable amount of the asset is estimated.

For the purpose of impairment testing, cash inflows that are largely independent of other individual assets or groups of assets are treated as the smallest identifiable group of assets.

The recoverable amount is the higher of the fair value less costs to dispose of the individual asset or cash-generating unit or its value in use. If the recoverable amount of an individual asset or cash-generating unit is less than its carrying amount, an impairment loss is recognized. An impairment loss is recognized immediately in profit or loss and is reduced first by the carrying amount of goodwill amortized on the cash-generating unit and then by the carrying amount of each other asset in the unit in proportion to its carrying amount.

Non-financial assets other than goodwill are reversed only to the extent that they do not exceed the carrying amount (net of depreciation or amortization) that would have been determined had no impairment loss been recognized for the asset in prior years.

(14) Provision for liabilities

Provisions are recognized as present obligations due to past events that make it probable that the Consolidated Company will need to expend economically efficient resources in the future to settle the obligation and the amount of the obligation can be reliably estimated.

The amount recognized in Provisions takes into account the risks and uncertainties of the obligation and is the best estimate of the payments required to settle the obligation at the end of the reporting period. If Provisions is measured at the estimated cash flows to settle this realistic obligation, the carrying amount is the present value of those cash flows.

(15) Income recognition

Revenue from customer contracts

Income is measured in consideration for the expected entitlement to transfer goods or

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Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

services. The Consolidated Company recognizes revenue from the transfer of control of goods or services to the customer in order to meet its performance obligations.

The Consolidated Company manufactures electronic components and sells them to manufacturers in the electronics industry. The Consolidated Company recognizes revenue at the time of the transfer of control over the products. Control transfer of the product means that the product has been delivered to the customer and the customer can fully determine the sales channel and price of the product, and there is no failure to fulfill obligations that would affect the customer’s acceptance of the product. Delivery occurs when the product is shipped to a specific location, the risk of obsolescence and loss has been transferred to the customer, the customer has accepted the product in accordance with the sales contract, the acceptance terms have expired, or the Consolidated Company has objective evidence that all acceptance conditions have been met.

The Consolidated Company recognizes revenue on the basis of the net amount of the estimated discount deducted from the contract price, the amount of which is estimated based on past experiences, and only to the extent that there is a high probability that no significant turnaround will occur. As of the date of the report, the sales will expect to pay the customer for the discount, which is refunded as refund liabilities. The average credit period of sales is one hundred twenty days to one hundred fifty days, which is consistent with the practice of the same trade, so no financing elements are included.

The Consolidated Company shall recognize accounts receivable at the time of delivery of the goods, as the Consolidated Company shall have the right to receive unconditional consideration at that time.

The time between the transfer of goods or services from all customer contracts to the customer and the time between the customer’s payments for the goods or services is expected to be no more than one year, so the Consolidated Company does not adjust the time currency value of the transaction price.

(16) Employee benefits

1. Defined contribution plan

The contribution obligation of the defined contribution pension plan is recognized as an expense in the period in which the employees render service to the Company.

2. Defined benefit plan

The Consolidated Company’s net obligation to a defined benefit plan is measured by discounting the present value of future benefits earned by the employee’s current or prior period of service, less the fair value of the plan assets.

The defined benefit obligation is actuated annually by a qualified actuary using the projected unit benefit method. When the results of the calculation are probable to be favorable to the Consolidated Company, an asset is recognized to the extent of the present value of any economic benefits that may be obtained by returning a contribution from the

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Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

plan or reducing future contributions to the plan. Any minimum funding requirement is taken into account in calculating the present value of economic benefits.

The remeasurement of the net defined benefit obligation, including actuarial gains and losses, compensation for plan assets (excluding interest), and any change in the impact of asset limits (excluding interest) is recognized immediately in other comprehensive income and accumulated in retained earnings. The Consolidated Company determines net interest expense (income) for net defined benefit liabilities (assets) using the net defined benefit liabilities (assets) and discount rate determined at the beginning of the annual reporting period. Net interest expense and other costs for defined benefit plans are recognized in profit or loss.

When a plan is revised or curtailed, changes in benefits related to prior period service costs or curtailment gains or losses are recognized immediately in profit or loss. The Consolidated Company recognizes gain or loss on the settlement of defined benefit plans when settlement occurs.

3. Short-term employee benefits

Short-term employee benefit obligations are recognized as an expense when services are provided. If the Consolidated Company has a present legal or constructive obligation to pay for services rendered by employees in the past and the obligation can be estimated reliably, the amount is recognized as a liability.

(17) Share-based payment transactions

Equity-settled share-based payment agreements recognize an expense and increase relative equity over the vesting period of the award at the grant date fair value. The expense recognized is adjusted for the number of awards that are expected to qualify for the service condition and the non-market vesting condition, and the final amount recognized is measured based on the number of awards that qualify for the service condition and the non-market vesting condition on the vesting date.

The non-vested conditions regarding share-based payment awards are reflected in the measurement of the fair value of the share-based payment awards at the date of grant and no adjustment is required to be made to verify the difference between the expected and actual results.

The fair value amount of the share appreciation rights payable to employees for cash settlement is recognized as an expense and an increase in the relative liability in the period in which the employees reach the point where they can receive unconditional compensation. The liability is remeasured at the fair value of the share appreciation rights at each reporting date and settlement date, and any change is recognized in profit or loss.

  • (18) Income tax

Income taxes include current and deferred income tax asset. Except those related to enterprise consolidation and items directly recognized as equities or other comprehensive

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Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

income, Current tax and deferred income tax asset shall be recognized as gains and losses.

Current taxes include expected payable income taxes or receivable tax rebates of the annual taxation (losses) calculated according to the legal tax rate or substantial legal tax rate on the report day, and any unappropriated retained earnings plus 10% income tax recognized as tax expense in the shareholders meeting resolution year calculated according to the adjustments to the payable income taxes in the previous year and the provisions of income tax laws.

Deferred income tax assets are measured and recognized according to the temporary difference between the carrying amount and taxation basis of assets and liabilities with financial report objectives. In case of any of the following situations, the temporary differences will not be recognized as deferred income tax assets:

  1. Those do not belong to the assets or liabilities originally recognized in the transaction of enterprise consolidation, and not influencing accounting profits and taxation incomes (losses) during the transaction.

  2. Those generated due to investment subsidiary company and joint equities and likely to not to be returned in the foreseeable future.

  3. Original recognition of business reputation

Deferred income tax assets are recognized for unused tax losses and unused income tax credits in subsequent periods to the extent that it is probable that future taxable income will be available against which the temporary differences can be deducted. Deferred income tax assets are reassessed at each reporting date and reduced to the extent that it is not probable that the related income tax benefit will be realized, or to the extent that it becomes probable that sufficient taxable income will be available to allow the reversal of the original reduction.

Deferred income tax assets are measured according to the tax rate in the current period when the expected capital is realized or liabilities are liquidated and based on the legal tax rate or substantial legal tax rate on the report day.

Only when the Consolidated Company shall meet the following conditions at the same time, can the deferred income tax assets and deferred tax liabilities offset with each other:

  1. Having the legal execution right to make the current income tax assets and the current tax liabilities offset with each other: and

  2. Deferred income tax assets and deferred tax liabilities are related to one of the subjects of tax payment from which the same tax authority levies income tax; (1) Same subject of tax payment; or

    • (2) Different subjects of tax payment, but all subjects intend to liquidate the current tax liabilities and assets based on net amount or at the same time realize assets and liquidate liabilities in each of the future periods when deferred income tax assets of major amounts are expected to be recovered and deferred tax liabilities expected to be liquidated.
  3. (19) Business combination

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Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

Goodwill is measured at the fair value of the consideration transferred at the date of acquisition, including the amount of any non-controlling interest attributable to the acquiree, less the net amount of identifiable assets acquired and liabilities assumed (usually the fair value). If the resulting balance is negative, the Consolidated Company reassesses whether all assets acquired and liabilities assumed have been correctly identified before recognizing gain recognized in bargain purchase transaction in profit or loss.

Transaction costs associated with a business combination, except for those related to the issuance of debt or equity instruments, are recognized as expenses of the Consolidated Company immediately upon incurrence.

Non-controlling interest of the acquiree, which is a present ownership interest and the holder of which is entitled to a proportionate share of the net assets of the enterprise at the time of liquidation, is measured at fair value at the acquisition date or at the present ownership instrument's proportionate share of the recognized amount of the acquiree's identifiable net assets, at the option of the Consolidated Company, on a transaction by transaction basis. Other non-controlling interests are measured at their fair values on the acquisition date or on other bases as prescribed by IFRSs recognized by the FSC.

(20) Earnings per share

The Consolidated Company lists the basic and diluted earnings per share of holders of common stock equity of the Company. The basic earnings per share of the Consolidated Company shall be calculated with the gains and losses of the holders of common stock equity of the Company divided by the weighted mean of current outstanding common shares. Diluted earnings per share shall be calculated after adjusting the influence of all potential diluted common shares of the gains and losses of the holders of common stock equity of the Company and the weighted mean of current outstanding common shares. The potential diluted common shares of the Consolidated Company include convertible corporate bonds and stock options for employees.

  • (21) Segmental Information

An operating segment is a component of the Consolidated Company that engages in operating activities that may earn revenues and incur expenses, including revenues and expenses related to transactions with other components of the Consolidated Company. The operating results of all operating segments are reviewed regularly by the Consolidated Company's chief operating decision maker to make decisions about the allocation of resources to the segment and to evaluate its performance. Separate financial information is available for each operating segment.

V. Primary Sources of Major Accounting Judgment, Estimate and Assumption Uncertainties

Management is required to make judgments, estimates and assumptions in preparing the Consolidated Financial Statements that will affect the adoption of accounting policies and the

204

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

reported amounts of assets, liabilities, revenue and expenses. Actual results may differ from estimates.

The management authority continuously inspects the estimate and basic assumption, and accounting changes are recognized during the period of changes and the period of future to be influenced.

The following assumptions and estimates are subject to significant risks of material adjustments to the carrying amounts of assets and liabilities in the next financial year, and the related information is as follows:

Inventory evaluation

Since inventory must be measured at the lower of cost or net realizable value, the Consolidated Company estimates the reported amount of inventory due to normal wear and tear, obsolescence, or no market sale value daily and reduces the cost of inventory to net realizable value. The net realizable value of inventories may change significantly due to rapid changes in the industry and the introduction of new products. Please refer to Note VI (4) for the inventory assessment.

VI. Descriptions for Important Accounting Items

  • (1) Cash and cash equivalents
Cash and cash equivalents
Petty cash
Checks and demand deposits
Time deposits
Cash and cash equivalents listed on the Statement of Cash
Flows
Dec. 31, 2022
$ 6,331
3,662,736
3,421,237

$
7,090,304

Dec. 31, 2021
5,227
2,554,367
743,468
3,303,062

Disclosures of interest rate risks and sensitivity analysis on financial assets and liabilities of the Consolidated Company are seen in Note VI (26).

(2) Financial assets

1. Financial assets measured at FVTPL

Financial assets mandatorily measured at FVTPL:
Current:
Non-hedging derivative financial assets
Forward exchange contracts
Financial products
Embedded derivative instruments - redemption
right
Non-derivative financial assets
Shares of listed ("OTC") companies
Subtotal
Dec. 31, 2022
$ -
-
163
78,844
Dec. 31, 2021
223
62,164

-

91,737

79,007



154,124

205

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

Non-current
Non-hedging derivatives
Embedded derivatives—right of redemption
Total
-
3,370
$
79,007
157,494

Please refer to Note VI (13) for the disclosure of embedded derivatives of the convertible bonds issued by the Consolidated Company.

The Consolidated Company accounts for the financial products it undertakes on the basis of the subscription amount at the time of original recognition. The revenue is calculated on a daily basis based on the balance of the financial products account and the applicable performance basis, and the revenue is recognized as a quarterly dividend.

Please refer to Note VI (26) for the amount recognized in profit or loss based on fair value remeasurement.

The Consolidated Company engages in derivative financial instruments to hedge its exposure to exchange rate risk arising from operating activities. The breakdown of derivative instruments reported as financial assets measured at FVTPL for non-applicable hedge accounting is as follows:


Financial assets
Forward exchange contracts

2. Financial assets measured at FVTOCI
Equity instruments measured at FVTOCI:
Current:
Domestic unlisted (or OTC) stock - AICP
Technology Corporation
Non-current:
Domestic listed stock - Chailease Finance Co.,
Ltd.
Domestic listed stock - Hotai Finance Co., Ltd.
Domestic unlisted (or OTC) stock—SteadyBeat
Technology Corporation
Domestic unlisted (or OTC) stock—G-sau Co.,
Ltd
Subtotal
Total

Financial assets
Dec. 31, Dec. 31, 2021

Contract
principal (NT$
1,000)
USD
2,000

Maturity

2022.02.09
Dec. 31, 2021
1,456
20,503
-
8,545
955
30,003
31,459

Dec. 31, 2022
83,520

$
83,520

The Consolidated Company’s investments in these equity instruments are not held for

206

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

trading purposes and have been designated as measured at FVTOCI.

Due to the above investments in equity instruments measured at fair value through other comprehensive income, the consolidated company recognized dividend income of NT$1,946 thousand and NT$0 thousand in 2022 and 2021 respectively.

On September 30, 2022, the consolidated company adjusted its investment portfolio to diversify risk due to considerations of asset allocation and sold the designated equity instruments measured at fair value through other comprehensive income of SteadyBeat Technology Corporation. The fair value at the time of disposal was NT$1,422 thousand, with an accumulated disposal loss of NT$0 thousand.

As of December 31, 2022 and 2021, none of the Consolidated Company’s financial assets had been pledged as collateral.

(3) Notes receivable, accounts receivable and other receivables

Notes receivable
Accounts receivable
Other receivables
Less: provisions
Dec. 31, 2022
$ 203,501
10,532,266
387,133
(28,267)
$
11,094,633
Dec. 31, 2021

61,292

8,754,191

462,226
(20,472)
9,257,237

For the changes in the provisions for notes and accounts receivable for the years 2021 and 2020, please refer to Note VI (26) 1. (3) Statement of Impairment Losses.

(4) Inventory

Merchandises
Finished goods
Work in process
Raw materials
Dec. 31, 2022
$ 777,610
1,334,030
843,056
606,436
$
3,561,132
Dec. 31, 2021

1,053,144

1,287,744

1,008,724
741,775
4,091,387

The Consolidated Company’s inventory as of December 31, 2022 and 2021 including allowance for inventory losses are NT$438,732 thousand dollars and NT$372,177 thousand dollars respectively.

The Consolidated Company recognized inventory-related expenses (gain) as follows:

Cost of goods sold
Inventory valuation and disposal loss
Total
2022
$ 15,063,852
97,602
$
15,161,454
2021

12,742,203
92,408
12,834,611

As of December 31, 2022 and 2021, the Consolidated Company’s inventories were not pledged as security.

207

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

(5) Changes in ownership interests in subsidiaries

1. Acquisition of subsidiaries

The Consolidated Company acquired substantive control over Zhongshan Jinmeida Metal Surface Treatment Co. ("Jinmeida"), a surface treatment company for hardware and plastic parts. The acquisition of control over Jinmeida will enable the Consolidated Company to expand its plating capacity for the production of connectors.

For the period from the acquisition date to December 31, 2021, the revenue and net loss contributed by Jinmeida were $0 thousand and $889 thousand, respectively. If this acquisition had occurred on January 1, 2021, management estimates that the revenue and net income of the Consolidated Company would have been $21,391,917 thousand and $3,518,267 thousand, respectively, for the period. These amounts do not reflect the actual revenue and operating results that the Consolidated Company would have generated if the business combination had been completed at the beginning of the year in which the acquisition occurred, and should not be used as a forecast of future operating results.

Costs incurred in connection with this acquisition transaction were recognized in the consolidated statement of income under the heading "administration expense".

The major categories of the consideration transferred, the assets acquired and liabilities assumed at the date of acquisition and the amounts recognized are as follows.

(1) Net cash outflow from acquisition of subsidiaries

[Consideration paid in cash ]

==> picture [86 x 12] intentionally omitted <==

(2) Identifiable assets acquired and liabilities assumed

The fair values of the identifiable assets acquired and liabilities assumed at the date of acquisition were as follows:

of acquisition were as follows:
Right-of-use assets
Other payables
Fair value of identifiable net assets
$ 96,875
(82)

$
96,793

The Consolidated Company will keep the above matters under review during the measurement period. If new information becomes available within one year of the acquisition date regarding facts and circumstances existing at the acquisition date that would identify adjustments to the provisional amounts described above or any additional provisions for liabilities existing at the acquisition date, the accounting for the acquisition will be modified.

2. Acquisition of additional equity interests in subsidiaries

On November 7, 2022, the consolidated company increased its stake in Lomites Co., Ltd. by NT$600 thousand in cash, resulting in an increase in its stake in Lomites Co., Ltd. by 0.32%.

208

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

On July 23, 2021, the Consolidated Company invested $5,471 thousand in cash in Lerain Technology Co., Ltd., increasing its interest in Lerain Technology Co., Ltd. by 1.62%.

The effect of the change in the Consolidated Company's ownership interest in the subsidiaries listed above on the equity attributable to the owners of parent is as follows:

Carrying amount of non-controlling interests acquired
Consideration paid to non-controlling interests
Capital reserves - the difference between the actual
acquisition or disposal price and the carrying amount
of the subsidiary
2022
$ 548
(600)
2021
4,513
(5,471)
(958)

$
(52)
  1. The Consolidated Company did not subscribe to the subsidiary's cash capital increase in proportion to its shareholding, which did not result in a loss of control.

On December 15, 2022, Compertum Microsystems Inc. issued 5,206 thousand new shares in a capital increase, raising a total of NT$52,060 thousand. The consolidated company subscribed to 2,265 thousand shares, with a subscription amount of NT$22,645 thousand. As a result, the consolidated company increased its stake in Compertum Microsystems Inc. by 0.61% because it did not subscribe in proportion to its shareholding.

On April 29, 2022, Lomites Co., Ltd. issued 10,000 thousand new shares in a capital increase, raising a total of NT$100,000 thousand. The consolidated company subscribed to 9,950 thousand shares, with a subscription amount of NT$99,500 thousand. As a result, the consolidated company's stake in Lomites Co., Ltd. decreased by 0.4% because it did not subscribe in proportion to its shareholding.

On April 15, 2022, Lerain Technology Co., Ltd. issued 1,215 thousand new shares in a capital increase, raising a total of NT$85,050 thousand. Because the consolidated company did not subscribe, its stake in Lerain Technology Co., Ltd. decreased by 0.70%.

On February 25, 2022, Lintes Technology Co., Ltd. issued 3,500 thousand new shares in a capital increase, raising a total of NT$332,500 thousand. The consolidated company subscribed to 1,368 thousand shares, with a subscription amount of NT$129,993 thousand. As a result, the consolidated company's stake in Lintes Technology Co., Ltd. decreased by 0.76% because it did not subscribe in proportion to its shareholding.

On October 20, 2021, Compertum Microsystems Inc. issued 975 thousand new shares for total proceeds of $9,750 thousand and the Consolidated Company reduced its interest in Compertum Microsystems Inc. by 4.80% due to no subscription.

On September 15, 2021, Lerain Technology Co., Ltd. issued 11,193 thousand new shares with total funds raised of NT$111,929 thousand. The Consolidated Company's interest in Lerain Technology Co., Ltd. decreased by 11.03% as the Consolidated Company did not subscribe.

209

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

On May 14, 2021, Lerain Technology Co., Ltd. issued 12,683 thousand new shares with total funds raised of NT$126,832 thousand. The Consolidated Company subscribed 3,794 thousand shares for NT$37,935 thousand, and the Consolidated Company's interest in Lerain Technology Co., Ltd. increased by 7.94% because the shares were not subscribed in proportion to its shareholding.

On April 8, 2021, Good News Medical Co., Ltd. issued 2,000 thousand new shares with total funds raised of NT$20,000 thousand. The Consolidated Company subscribed 611 thousand shares for NT$6,110 thousand, and the Consolidated Company's interest in Good News Medical Co., Ltd. increased by 20.44% because the shares were not subscribed in proportion to its shareholding.

On January 31, 2021, Lerain Technology Co., Ltd. issued 2,210 thousand new shares with total funds raised of NT$22,100 thousand. The Consolidated Company's interest in Lerain Technology Co., Ltd. decreased by 15.06% as the Consolidated Company did not subscribe.

The effect of changes in the Consolidated Company's ownership interest in the subsidiaries listed above on the equity attributable to owners of parent was as follows:

Increase in equity after issuance of new shares by
subsidiaries
Exchange differences on translation
Amount not subscribed in proportion to shareholding
Capital reserves - recognition of changes in ownership
interests in subsidiaries
2022
$ 325,020
41
(252,138)
2021
50,463
-
(44,045)
6,418

$
72,923
  1. The exercise of the conversion right of the unsecured convertible corporate bonds of the subsidiary did not result in a loss of control.

The subsidiary, Lintes Technology Co., Ltd., issued 1,367 thousand new shares in 2022 due to the bondholders exercising their conversion rights, resulting in a decrease of 1.13% in the consolidated company's stake in Lintes Technology Co., Ltd.

The effect on the equity attributable to the parent company due to the changes in the ownership interest in the aforementioned subsidiary is as follows:

Increase in the rights enjoyed after the conversion of new shares by the
subsidiary's bondholders exercising their conversion rights
Exchange differences on translation
Capital surplus - recognized changes in ownership interest in the
subsidiary
2022
Lintes
Technology
$ 54,640
72
$
54,712
  • (6) Subsidiaries with significant non-controlling interests

210

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

The non-controlling interests of subsidiaries that are material to the Consolidated Company are as follows:


Name of subsidiary
Lintes Technology Co., Ltd.
Principal place of
business/country
of incorporation
Taiwan
The percentage of
ownership interests and
voting interests in all
non-controlling
interests
The percentage of
ownership interests and
voting interests in all
non-controlling
interests
Dec. 31,
2022
Dec. 31,
2021
49.76%
47.87%

The aggregate financial information of the above subsidiaries is as follows. The financial information has been prepared in accordance with International Financial Reporting Standards (IFRSs) approved by the Financial Supervisory Commission (FSC), and the financial information represents amounts before the elimination of intercompany transactions:

1. Comprehensive financial information of Lintes Technology Co., Ltd.:

Current assets
Non-current assets
Current liabilities
Non-current liabilities
Less: Non-controlling interests
Equity attributable to owners of Lintes Technology Co.,
Ltd.
Closing balance of non-controlling interests
attributable to the Consolidated Company
Operating revenue
Net profit for the period
Attributable to owners of Lintes Technology Co.,
Ltd.
Attributable to non-controlling interests of Lintes
Technology Co., Ltd.
Other comprehensive income
Attributable to owners of Lintes Technology Co.,
Ltd.
Total of comprehensive income
Attributable to owners of Lintes Technology Co.,
Ltd.
Attributable to non-controlling interests of Lintes
Technology Co., Ltd.
Net income of the Consolidated Company for the
period attributable to non-controlling interests
Dec. 31, 2022
$ 3,115,748
1,062,281
(1,060,878)
(258,033)
145,853
Dec. 31, 2021
2,345,154
778,760
(1,191,923)
(102,650)
135,679


$
2,713,265

1,693,662

$
1,350,148

810,795

2022
$
3,369,201

2021
2,473,397

$
570,248

174,032

$
14,084

11,107

$
277

228
$
570,525
174,260

$
14,084

11,107

$
280,498

83,313

211

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

Comprehensive income of the Consolidated Company
for the period attributable to non-controlling interests
Cash flows from operating activities
Cash flows from investing activities
Cash flows from financing activities
Effect of exchange rate changes
Increase (decrease) in cash and cash equivalents
Dividends paid to non-controlling interests
$
280,715
83,422
2021
59,731
(368,009)
169,527
1,473
(137,278)
68,218


2022
$ 500,397
(420,111)
296,556
(3,102)

$
373,740

$
52,954

(7) Property, plant and equipment

The changes in the costs of the property, plant and equipment, losses on depreciation and impairment of the Consolidated Company are as follows:

Cost or deemed cost:
Balance on January 1,
2022
Addition
Prepayment for equipment
transferred in
Completion of
construction in progress
and acceptance of
equipment to be
examined
Investment properties
transferred in
Disposal
Transferred to expenses
Effect of change in
exchange rate
Balance on December 31,
2022
Balance on January 1,
2021
Addition
Prepayment for equipment
transferred in
Completion of
construction in progress
and acceptance of
Land
$ 241,919
131,296
-
173,500
218,230
-
-
2,163
Buildings




Machinery
equipment

3,721,293

425,575

17,095

167,558

-
(316,536)
-
71,625




Other

4,811,867

613,038

11,096

1,123,013
-

(352,971)
-
58,430
Outstanding
work and
equipment
to be
inspected




Total

11,554,527

3,677,619
28,980

-
241,868
(669,507)

(23,925)
207,974

1,646,343

469,162
789

330,115

23,638
-
-

53,897

1,133,105

2,038,548

-
(1,794,186)
-

-
(23,925)
21,859

$
767,108


2,523,944

4,086,610

6,264,473

1,375,401

15,017,536

$ 48,584
162,671
-
31,235


769,413

72,864
58,504

748,568





2,951,297

787,812

41,990

11,037





3,275,852

1,708,481

23,195

342,814


1,334,576

938,022

-
(1,133,871)




8,379,722

3,669,850
123,689

(217)

212

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

equipment to be
examined
Disposal
Effect of change in
exchange rate
Balance on December 31,
2021
Losses on depreciation and
impairment:
Balance on January 1,
2022
Depreciation in the year
Disposal
Investment properties
transferred in
Effect of change in
exchange rate
Balance on December 31,
2022
Balance on January 1,
2021
Depreciation in the year
Disposal
Effect of change in
exchange rate
Balance on December 31,
2021
Book value:
December 31, 2022
December 31, 2021
-
(571)
-

(3,006)
(54,588)

(16,255)

(526,010)

(12,465)

-
(5,622)
(580,598)

(37,919)

$
241,919


1,646,343


3,721,293


4,811,867

1,133,105


11,554,527

$ -
-
-
-
-

366,833
83,432
-
4,352
5,126


1,893,006

314,184
(295,539)

-

41,541


2,412,502

1,638,289

(343,212)
-

25,142


-

-

-
-
-

4,672,341
2,035,905
(638,751)
4,352
71,809
$
-

459,743


1,953,192


3,732,721
-
6,145,656
$ -
-
-
-

309,715
58,462
-
(1,344)


1,700,534

246,571
(43,059)

(11,040)


1,873,499

1,060,855

(515,222)

(6,630)

-

-

-
-

3,883,748
1,365,888
(558,281)
(19,014)
$
-

366,833


1,893,006


2,412,502
-
4,672,341
$
767,108

2,064,201

2,133,418

2,531,752
1,375,401
8,871,880

$
241,919

1,279,510

1,828,287

2,399,365

1,133,105

6,882,186

The subsidiary, LOTES VIET NAM COMPANY LIMITED (LOTES VIET NAM), acquired land use rights in 2021 for the construction of a new factory, with an acquisition cost of NT$299,921 thousand recorded as right-of-use assets. LOTES VIET NAM has begun construction of the new factory, with cumulative expenditures for factory construction amounting to NT$399,060 thousand by 2022.

The subsidiary, Lotes Zhongshan Co., Ltd, acquired the land use rights for the construction of the new plant in 2017, and the acquisition cost was NT$183,934 thousand to list right-of-use assets in the account. As of December 31, 2022 and December 31, 2021, the accumulated expenditures (tax included) for the construction of the new plant were NT$1,614,359 thousand and NT$1,081,382 thousand, respectively.

The subsidiary, Lotes Hengnan Co., Ltd., acquired the land use rights for the construction of the new plant in 2016, and the acquisition cost was NT$9,878 thousand to list

213

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

right-of-use assets in the account. As of December 31, 2022 and December 31, 2021, the accumulated expenditures (tax included) for the construction of the new plant were NT$347,224 thousand and NT$307,045 thousand, respectively.

The subsidiary Lotes Zhongshan in April 2019 signed a contract for pre-purchase of building construction and a decoration contract with Zhongshan City Weili Real Estate Development Co., Ltd. and Tianjin Xinhongyuanchuang Architectural Decoration Engineering Co., Ltd. respectively. As of 2022, it has paid RMB 10,881 thousand and RMB 3,285 thousand respectively (recorded as buildings and constructions), and obtained the property certificate in 2022.

As of December 31, 2021 and December 31, 2020, property, plant and equipment were used as collateral for short-term loans and financing lines. Please refer to Note VIII for details.

(8) Right-of-use assets

The changes in the cost and depreciation of the right-of-use assets recognized by the consolidated company for leasing land, buildings, and other equipment are as follows:

Cost of right-of-use assets:
Balance on January 1, 2022
Addition
Decrease
Effect of change in exchange rate
Balance on December 31, 2022
Balance on January 1, 2021
Acquisition by business
combinations
Addition
Decrease
Effect of change in exchange rate
Balance on December 31, 2021
Depreciation of right-of-use assets:
Balance on January 1, 2022
Depreciation for the period
Decrease
Effect of change in exchange rate
Balance on December 31, 2022
Balance on January 1, 2021
Depreciation for the period
Decrease
Effect of change in exchange rate
Balance on December 31, 2021
Book value:
December 31, 2022
December 31, 2021
Land
$ 636,586
4,707
-
25,149
Buildings

552,848

133,405
(83,774)

1,877
Other
equipment

403

12,848

(411)

(24)
Total
1,189,837
150,960
(84,185)
27,002

$
666,442


604,356


12,816

1,283,614

$ 240,690
96,875
299,921
-
(900)


347,687

-

426,533
(220,289)

(1,083)


4,131
-

-

(3,706)

(22)

592,508
96,875
726,454
(223,995)
(2,005)

$
636,586


552,848


403

1,189,837

$ 21,033
17,711
-
(1,678)


140,064

154,929
(32,786)

(1,874)

251

3,363

(257)

(13)

161,348
176,003
(33,043)
(3,565)

$
37,066


260,333


3,344

300,743

$ 10,465
10,606
-
(38)


179,759

144,200
(183,101)

(794)


2,535

1,436

(3,706)

(14)

192,759
156,242
(186,807)
(846)

$
21,033


140,064


251

161,348

$
629,376

344,023
9,472
982,871

$
615,553

412,784

152

1,028,489

214

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

(9) Investment property

The changes in the investment property of the Consolidated Company are as follows:

Cost or deemed cost:
Balance on January 1, 2022
Reclassified to property, plant,
and equipment
Effect of change in exchange
rate
Balance on December 31,
2022
Balance on January 1, 2021
Addition
Other
Effect of change in exchange
rate
Balance on December 31,
2021
Losses on depreciation and
impairment:
Balance on January 1, 2022
Depreciation
Reclassified to property, plant,
and equipment
Effect of change in exchange
rate
Balance on December 31,
2022
Balance on January 1, 2021
Depreciation
Effect of change in exchange
rate
Balance on December 31,
2021
Book value:
December 31, 2022
December 31, 2021
Fair value:
December 31, 2022
December 31, 2021
Self-owned assets
Land
Buildings
$ 260,576
46,348

(218,230)
(23,638)
-
-
Self-owned assets
Land
Buildings
$ 260,576
46,348

(218,230)
(23,638)
-
-
Right-of-use
assets
Land

37,198

-
533
Right-of-use
assets
Land

37,198

-
533
Total
344,122
(241,868)
533
Land
$ 260,576

(218,230)
-
$
42,346
22,710 37,731 102,787

$ 260,576
-
-
-


44,832
1,516
-
-


69,160

-
(31,634)
(328)

374,568
1,516
(31,634)
(328)
$
260,576
46,348
37,198

344,122

$ -
-

-
-

6,668
516
(4,352)
-


1,585

532

-
21

8,253
1,048
(4,352)
21
$
-
2,832 2,138 4,970
$ -
-
-

5,481
1,187
-


1,068

521
(4)

6,549
1,708
(4)
$
-
6,668
1,585

8,253
$
42,346

19,878

35,593

97,817

$
260,576

39,680

35,613

335,869





$
162,684

$
466,940

As of December 31, 2022 and December 31, 2021, the Consolidated Company’s investment properties were not pledged as security.

(10) Intangible assets

The changes in the cost and amortization of the intangible assets of the Consolidated

215

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

Company are as follows:

Cost:
Balance on January 1, 2022
Acquired separately
Derecognition
Effect of change in exchange rate
Balance on December 31, 2022
Balance on January 1, 2021
Acquired separately
Derecognition
Effect of change in exchange rate
Balance on December 31, 2021
Losses on amortization and
impairment:
Balance on January 1, 2022
Amortization for the period
Derecognition
Effect of change in exchange rate
Balance on December 31, 2022
Balance on January 1, 2021
Amortization for the period
Derecognition
Effect of change in exchange rate
Balance on December 31, 2021
Book value:
Balance on December 31, 2022
Balance on December 31, 2021
$ Computer
Software
306,888
30,457
(17,005)
2,633
Computer
Software
306,888
30,457
(17,005)
2,633



Other
600
-
-
-
Total
307,488
30,457
(17,005)
2,633
323,573
254,015
101,755
(47,908)
(374)
307,488
101,904
55,711
(17,005)
894
141,504
98,505
51,497
(47,908)
(190)
101,904
182,069
205,584
$
322,973
600
$
253,415
101,755
(47,908)
(374)



600
-
-
-
$
306,888
600
$
101,904
55,711
(17,005)
894



-
-
-
-
$ 141,504 -
$
98,505
51,497
(47,908)
(190)



-
-
-
-
$
101,904
-
$
181,469
600
$
204,984
600

(11) Short-term loans

The details, conditions and terms of the short-term loans of the Consolidated Company are as follows:


Bank loans - credit loans
Total
Remaining credit
Dec. 31, 2022 Amount
$ 76,775
1,830,000
Currency
USD

NTD

Interest rate range
Maturity
112

112



5.55%
1.55%~1.80%

$
1,906,775

$
3,634,405

Dec. 31, 2021

216

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

Bank loans - credit loans
Total
Remaining credit
Currency
USD

NTD
Interest rate range Maturity
111

111


Amount
$ 742,178
400,000
$
1,142,178
$
2,261,906

0.70%~0.88%
0.85%

Please refer to Note VI (26) for more information on the Consolidated Company’s exposure to interest rate and foreign currency risk, Note VIII for information of the Consolidated Company’s assets pledged as collateral for short-term loans, and Note IX for information of the guaranteed notes opened due to bank loans and financing facilities.

(12) Long-term loans

The breakdown of the Consolidated Company's long-term loans is as follows:

Bank loans—credit loans (The expiry date is May 2025 and
May 2022, respectively)
Bank loans—guaranteed loans (The expiry date is
December 2036 to May 2037 and December 2036,
respectively)
Subtotal
Less: portion due within one year
Total
Remaining credit
Interest rate range
Dec. 31, 2022
$ 9,855
155,775
165,630
15,861



Dec. 31, 2021
14,805
29,600
44,405
14,805

$
149,769

29,600

$
6,845

1,895

1.75%~2.11%

1.25%~1.36%

For details of the guarantees provided by the Consolidated Company for bank loans using assets pledged as collateral, please refer to Note VIII.

(13) Bonds payable

Information on the issuance of unsecured convertible bonds by the Consolidated Company is as follows:

Total amount of convertible bonds issued
Cumulative amount of redemptions
Accumulated converted amount
Unamortized balance of discount on bonds payable
Bonds payable at the end of the period
Embedded derivative - right of redemption(reported as
financial assets measured at FVTPL)
Equity components - conversion rights (reported in
capital reserves - stock options)
Equity component - Conversion rights (listed under the
changes in the net value of the subsidiary's equity
recognized using the equity method and
non-controlling interests)
Dec. 31, 2022
$ 1,300,000
(2,800)
(1,161,600)
(3,151)


Dec. 31, 2021
1,000,000
-
(63,900)
(24,173)
911,927
3,370
171,527
-

$
132,449

$
163
$
-
$
25,680

217

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

Right of redemption valuation benefit (loss) (reported in
other gains and losses)
Interest expense
2022
$
(323)
2021
2,700
3,530

$
9,513

1. The Company's first domestic unsecured convertible corporate bonds.

(1) Issuance details

On August 19, 2021, the Company issued 10,000 domestic first three-year unsecured convertible bonds with a coupon rate of 0%, which are repayable in cash at par on maturity.

The conversion price was set at $563.2 per share at the time of issuance, and the conversion price will be adjusted according to the formula specified in the terms of the issuance if the conversion price of the Company’s common shares is adjusted in accordance with the terms of the issuance. The conversion price on December 31, 2022 and 2021 was $535 and $547.5, respectively. There is no reset clause for the bonds.

The Company redeems the outstanding bonds at par value in cash if one of the following conditions is met:

  • A. The closing price of the Company's common stock on the Taiwan Stock Exchange exceeds the conversion price of the bonds by 30% or more for 30 consecutive business days from the day after the third month of the issuance of the bonds to the 40th day prior to the expiration of the issuance period.

  • B. If the closing price of the Company's common stock on the Taiwan Stock Exchange exceeds the conversion price of the bonds by 30% or more for 30 consecutive business days from the day after the third month of the issuance of the bonds to the 40th day prior to the expiration of the issuance period.

(2) Conversion details

In 2022 and 2021, bondholders have requested the conversion of 9,333 and 639 of the Company's first three-year unsecured convertible corporate bonds, respectively. The book amount at the time of conversion totals $915,969 thousand and $62,550 thousand. The net change in capital surplus generated by the bond conversion during the current period is $895,831 thousand and $60,853 thousand. Also, the share capital generated by the bond conversion is $17,352 thousand and $1,167 thousand. Please refer to note VI (20) for details on the share conversion.

(3) Repurchase details

The Company repurchased 28 of its first convertible corporate bonds in 2022 for a total of NT$2,800 thousand. The book value of the bonds at the time of repurchase was NT$2,753 thousand. The net gain from the bond repurchase recognized in 2022 was

218

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

NT$35 thousand, which is included in other gains and losses. The original capital surplus recognized from the initial issue of share options was transferred to the capital surplus of treasury shares transaction, amounting to NT$423 thousand. Furthermore, the Company exercised its redemption right and terminated over-the-counter trading on December 9, 2022.

  1. The first domestic unsecured convertible corporate bonds of the subsidiary, Lintes Technology Co., Ltd.

(1) Issuance details

The subsidiary, Lintes Technology Co., Ltd., issued 3,000 domestic first unsecured convertible corporate bonds with a coupon rate of 0% on January 19, 2022. These bonds are due for a one-time cash repayment at maturity according to the bond par value.

At the time of issuance, the conversion price was set at $123.4 per share. If there is an adjustment to the conversion price in line with the terms of the issuance of common shares of the subsidiary, Lintes Technology Co., Ltd., the conversion price will be adjusted according to the formula stipulated in the terms of issuance. The conversion price in 2022 is $120.3. There are no reset provisions for this bond.

If any of the following conditions regarding the redemption rights are met, the subsidiary, Lintes Technology Co., Ltd., will recover the outstanding bonds in cash at face value:

  • A. From the day after three months after the issuance of the bond until forty days before the end of the issuance period, if the closing price of the common shares of the subsidiary, Lintes Technology Co., Ltd., on the Taiwan Stock Exchange, exceeds the current conversion price of the bond by 30% (inclusive) or more for thirty consecutive business days.

  • B. From the day after three months after the issuance of the bond until forty days before the end of the issuance period, if the outstanding balance of the bond is less than 10% of the original total issuance amount.

  • (2) Conversion details

In 2022, bondholders have requested the conversion of 1,644 three-year unsecured convertible corporate bonds of the subsidiary, Lintes Technology Co., Ltd.. The net change in the net value of the subsidiary's equity and non-controlling interests due to bond conversion for the period is $177,102 thousand.

(14) Lease liabilities

The book values of the lease liabilities of the Consolidated Company are as follows:

Dec. 31, 2022 Dec. 31, 2021 $ 110,281 220,742

Current

219

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

Non-current

$ 260,380 285,847

For the maturity analysis, please refer to Note VI (26).
The amounts recognized in profit or loss are as follows:
2022
Interest expense for lease liabilities
$
22,673
Changes in lease payments not included in the
measurement of lease liabilities
$
13,394
Income from the sublease of right-of-use assets
$
28,417
Expenses for short-term leases
$
6,753
Cost of low-value leased assets (excluding low-value
leases under short-term leases)
$
345
2021

18,824



4,390



23,982



21,493



307
The amounts recognized in the Statement of Cash Flows are as follows:
2022
Total cash outflow from leases
$
280,625

2021

401,473

1. Lease of land, premises and buildings

The Consolidated Company leases land, premises and buildings for plant, office space and staff quarters. The lease term of the plant and office space is usually one to ten years, and the lease term of the staff quarters is three to eight years. Part of the lease includes an option to extend the lease at the end of the lease term. In cases where it is not reasonably determined to exercise an optional extension of lease term, the relevant benefits for the period covered by the option are not included in the lease liabilities.

The Consolidated Company is a sublease of right-of-use assets by business lease.

2. Other leases

The leasing period of machines and other equipment leased by the Consolidated Company shall be two to six years. In addition, the lease term of some lease contracts of the Consolidated Company is one year, and these leases are short-term subject leases. The Consolidated Company chooses to apply the exemption of relevant right-of-use assets and lease liabilities.

(15) Refund liabilities - current

Refund liabilities - current Dec. 31, 2022
$
384,044
Dec. 31, 2021
195,105

The refund liabilities are mainly the prepayments to customers for the sales discount and defects of electronic components.

(16) Provision for liabilities

Provision for liabilities - non-current
Employee benefits
Dec. 31, 2022
$
41,410
Dec. 31, 2021
45,220

220

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

Employee benefits are estimated under the Consolidated Company’s defined benefit plan. Please refer to Note VI (18).

(17) Operating lease

The Consolidated Company leases its investment real estate, which is classified as an operating lease because almost all risks and rewards belonging to the ownership of the underlying asset have not been transferred. Please refer to Note VI (9) for details of the investment real estate.

The maturity analysis of lease payments is presented in the following table for the total undiscounted lease payments to be received after the reporting date:

Not more than 1 year
1-2 years
Total undiscounted lease payment
Dec. 31, 2022
$ 130
-
Dec. 31, 2021

609
130
$
130
739

In year 2022 and 2021, the income tax generated in the investment property from rentals were NT$580 thousand and NT$4,247 thousand, respectively, and the direct operating expenses (including maintenance) incurred in the investment property from rentals were NT$408 thousand and NT$860 thousand, respectively.

(18) Employee benefits

1. Defined benefit plans

A reconciliation of the present value of the Company's defined benefit obligation to the fair value of plan assets is as follows:

Present value of defined benefit obligation
Fair value of plan assets
Net defined benefit liability
Dec. 31, 2022
$ 78,993
(37,583)
Dec. 31, 2021

78,057

(32,837)

$
41,410


45,220

The Consolidated Company's employee benefit liabilities are as follows:

Paid leave liability Dec. 31, 2022
$
27,802
Dec. 31, 2021

22,347

The Company's defined benefit plan is contributed to the Bank of Taiwan's Labor Retirement Reserve Fund. Retirement payments to each employee under the Labor Standards Act are based on the basis of the number of years of service and the average salary for the six months prior to retirement.

(1) Composition of plan assets

The Company's pension fund under the Labor Standards Act is managed by the Bureau of Labor Funds, Ministry of Labor (hereinafter referred to as the Bureau of

221

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

Labor Funds). According to the "Regulations for Revenues, Expenditures, Safeguard and Utilization of the Labor Retirement Fund", the minimum annual earnings to be distributed to the fund shall not be less than the earnings calculated based on the two-year time deposit interest rate of the local bank.

As of the date of this report, the balance of the Bank of Taiwan's Labor Retirement Reserve Fund was $37,583 thousand. For information on the use of the Labor Pension Fund assets, including the fund yield and fund asset allocation, please refer to the website of the Bureau of Labor Funds, Ministry of Labor.

(2) Changes in the present value of the defined benefit obligation

The changes in the present value of the Company's defined benefit obligation for fiscal 2022 and 2021 are as follows:

2022
Defined benefit obligation at January 1
$ 78,057
Current service cost and interest
1,128
Remeasurement of net defined benefit liability (asset)
(192)
Benefits planned to be paid
-
Defined benefit obligation at December 31
$
78,993
2022
Defined benefit obligation at January 1
$ 78,057
Current service cost and interest
1,128
Remeasurement of net defined benefit liability (asset)
(192)
Benefits planned to be paid
-
Defined benefit obligation at December 31
$
78,993
2021

83,499

951

(3,373)
(3,020)
$
78,993

78,057

(3) Changes in the fair value of plan assets

The changes in the fair value of the Company's defined benefit plan assets for fiscal 2022 and 2021 are as follows:

2022
Fair value of plan assets as of January 1
$ 32,837
Interest income
228
Remeasurement of net defined benefit liability (asset)
2,598
Amount contributed to the plan
1,920
Benefits paid under the plan
-
Fair value of plan assets at December 31
$
37,583
2022
Fair value of plan assets as of January 1
$ 32,837
Interest income
228
Remeasurement of net defined benefit liability (asset)
2,598
Amount contributed to the plan
1,920
Benefits paid under the plan
-
Fair value of plan assets at December 31
$
37,583
2021

34,241

119

477

1,020
(3,020)
$
37,583

32,837

(4) Expenses recognized in profit or loss

The expenses recognized in profit or loss in fiscal 2022 and 2021 were as follows:

Current service cost
Net interest on net defined benefit liability
Operating cost
Promotion expense
Administration expense
R&D expense
2022
$ 587
313
2021

662

170
$
900
832
$ 106
362
295
137

110

286

277

159

222

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

$ 900 832

  • (5) Remeasurement of net defined benefit liability (asset) recognized as other comprehensive income

The remeasurements of net defined benefit liability (asset) recognized as other comprehensive income in fiscal 2022 and 2021 are as follows:

Accumulated balance as of January 1
Recognized in the current period
Accumulated balance as of December 31
2022
$ (1,852)
2,790
2021
(5,703)
3,851

$
938

(1,852)

(6) Actuarial assumptions

The significant actuarial assumptions used to determine the present value of the Company's defined benefit obligation at the end of the financial reporting period are as follows:

follows:
Discount rate
Future salary increases
Dec. 31, 2022
1.30%
2.00%
Dec. 31, 2021
0.70%
2.00%

The Company expects to make a contribution of $1,149 thousand to the defined benefit plan in the year following the fiscal 2022 reporting date.

The weighted-average duration of the defined benefit plan is 9 years.

(7) Sensitivity analysis

The effect of changes in key actuarial assumptions on the present value of the

defined benefit obligation as of December 31, 2022 and 2021 are as follows:

December 31, 2022
Discount rate
Future salary increases
December 31, 2021
Discount rate
Future salary increases
Effect on the defined benefit
obligation
Increase of
0.25%
Decrease of
0.25%
$ (1,918)
1,987
1,968
(1,909)
(2,023)
2,099
2,066
(2,002)
Increase of
0.25%
$ (1,918)
1,968
(2,023)
2,066

The sensitivity analysis above analyzes the effect of changes in a single assumption with other assumptions held constant. In practice, changes in many assumptions may be linked. The sensitivity analysis is consistent with the methodology used to calculate the net pension liability on the balance sheet.

The methodology and assumptions used in preparing the sensitivity analysis are the

223

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

same as those used in the previous period.

2. Defined contribution plan

As to the defined contribution plan, the Consolidated Company shall contribute the retirement funds of employees to the individual accounts for labor retirement funds of the Bureau of Labor Insurance according to 6% of the monthly salaries of labors under the provisions of Labor Pension Act. Under this plan, after contributing fixed amount to the Bureau of Labor Insurance, the Consolidated Company will not assume the legal or constructive obligations of paying extra amount.

The pension expense under the defined contribution retirement funds of the Consolidated Company for year 2022 and 2021 were NT$16,866 thousand and NT$15,071 thousand respectively, which have been contributed to the Bureau of Labor Insurance.

In accordance with the pension insurance system established by the government of the People’s Republic of China, the subsidiaries in Mainland China make monthly contributions to employees’ pension insurance based on a certain percentage of their salaries and wages. The monthly pension plan is administered and arranged by the government, and the above-mentioned company has no further obligation other than to make monthly contributions. The related pension expense for 2022 and 2021 were NT$351,027 thousand and NT$279,510 thousand, respectively.

(19) Income tax

1. The details of the income tax expense of the Consolidated Company are as follows:

Income tax expense for the period
Current income tax
Tax on unappropriated retained earnings
Prior period current income tax adjustment
Deferred income tax expense
Other deferred income tax expense (benefit)
Recognition of unrecognized tax losses in prior
periods
Income tax expense
2022
$ 1,860,954
70,405
(128,480)
2021

1,084,673

57,107

(102,213)

1,802,879



1,039,567

(20,039)
(685)



(18,499)

99

$
1,782,155


1,021,167

A breakdown of the Consolidated Company's income tax expense (benefit) recognized under other comprehensive income is as follows:

Components of other comprehensive income that will
not be reclassified to profit or loss:
Remeasurements of defined benefit plan
Components of other comprehensive income that will
be reclassified to profit or loss:
2022
$
558
2021
770

224

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

Exchange differences on translation
Net profit before tax
Income tax based on domestic tax rate
Adjustments based on local tax laws
Unrecognized deferred tax assets from current taxable
losses
Adjustments to current income taxes for prior periods
Additional tax levied on unappropriated retained
earnings
Basic income tax
Total
$
830
(39)
2022
$ 8,188,567

2021

4,540,198

2,853,679
(1,039,805)
27,041
(129,165)
70,405
-



1,524,040

(459,463)

-

(102,114)

57,107
1,597
$
1,782,155

1,021,167

Deferred tax assets and liabilities

(1) Unrecognized deferred tax assets

The items not recognized as deferred tax assets of the Consolidated Company are as follows:

Inventory devaluation losses
Tax losses
Dec. 31, 2022
$ 2,886
47,457
Dec. 31, 2021

-

15,454

$
50,343



15,454

In accordance with the Income Tax Act, losses for the previous ten years may be deducted from net income before income tax is assessed. These items are not recognized as deferred tax assets because it is not probable that the Consolidated Company will have sufficient taxable income in the future to utilize the temporary differences.

In accordance with the Income Tax Act, Ememe Robot Co., Ltd. and Lerain Technology Co., Ltd. are allowed to deduct the net income of the year from the loss for the previous ten years as approved by the tax authorities for income tax purposes. As of December 31, 2022, the Consolidated Company has not recognized tax losses as deferred tax assets, which are deducted as follows:

[Ememe Robot Co., Ltd.: ]

Year of loss
2012 (Approved)
2013 (Approved)
2014 (Approved)
2015 (Approved)
2016 (Approved)
2017 (Approved)
Losses not yet
deducted
$ 14,184
14,550
6,246
8,951
10,166
6,828
Last year to be deducted
2022
2023
2024
2025
2026
2027

225

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

2018 (Approved)
2019 (Approved)
2020 (Approved)
2021 (Declared)
2022 (Estimated)
Lerain Technology Co., Ltd.:
Year of loss
2020 (Approved)
2021 (Declared)
2022 (Estimated)
3,237
2,609
629
158
78
$
67,636
Losses not yet
deducted
$ 19,678
29,199
123,408
$
172,285
2028
2029
2030
2031
2032
Last year to be deducted
2030
2031
2032

226

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

(2) Deferred tax assets recognized

Inventory valuation and obsolescence losses
Undistributed pension costs
Loss on decline in value of fixed assets and idle
assets
Refund liabilities
Unrealized exchange loss
Estimated payables
Remeasurement of defined benefit plans
Taxable losses
Exchange differences on translation
Derivative valuation losses
Other
Deferred tax assets
(3) Deferred income tax liabilities recognized
Unrealized exchange gain
Investment income recognized by the equity method
Gain recognized in bargain purchase transaction
Fair value gain
Other
Deferred income tax liabilities
Dec. 31, 2022
$ 66,843
237
44
76,809
890
55,234
8,428
527
942
1,693
165
Dec. 31, 2021
38,999
441
44
43,860
-
56,831
8,986
-
1,772
-
534
151,467
Dec. 31, 2021

8,297

24,019

1,567

-
23

33,906
$
211,812

Dec. 31, 2022
$ 2,606
67,787
1,045
1,955
-
$
73,393

2. Income tax assessment

The Company's income tax returns have been assessed by the tax authorities through fiscal 2020.

The domestic subsidiaries, Zhaxi Investment Co., Ltd., Ememe Robot Co., Ltd., Compertum Microsystems Inc., Good News Medical Co., Ltd., Lomites Co., Ltd., Lerain Technology Co., Ltd., Lintes Technology Co., Ltd., and Genie Precision Machine Co., Ltd., have completed the settlement of corporate income tax returns up to the 2020 fiscal year as approved by the tax authorities.

227

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

(20) Capital and other equity

As of December 31, 2022 and 2021, the total authorized capital stock of the Company were all NT$1,550,000 thousand with a par value of $10 per share, and the actual amount issued were NT$1,068,762 and NT$1,059,779 thousand respectively.

In the 2022 fiscal year, the Company issued 1,735 thousand new shares due to the convertible bondholders exercising their conversion rights. Apart from a part of the issued shares that are still being processed due to the relevant legal registration procedures, listed as convertible bond certificates worth $9,536 thousand, the rest were completed in April, June, September, and December of 2022.

In the 2021 fiscal year, the Company issued 117 thousand new shares due to the convertible bondholders exercising their conversion rights, and on March 21, 2022, the board of directors resolved that the base date for the issuance of new common shares would be March 22, 2022. The related legal registration procedures were completed on April 19, 2022.

On May 13, 2021, the Board of Directors resolved to issue 2,500 thousand shares at a par value of $10 per share at an issue price of $432 per share through a cash capital increase, with September 17, 2021 as the base date. The capital increase was approved by the Financial Supervisory Commission and the legal registration was completed on October 8, 2021.

1. Capital reserves

The components of the Company’s capital reserve are as follows:

. Capital reserves
The components of the Company’s capital reserve
are as follows:

Premium of issued shares
Convertible bond conversion premium
Treasury stock transactions
Change in the net value of the stock of subsidiaries and
associates accounted for using the equity method
Employee stock options
Convertible bond stock options
Dec. 31, 2022
$ 4,628,739
1,139,407
423

498,123
40,330
-




Dec. 31, 2021
4,628,739
72,562
-
370,540
40,330
171,527
5,283,698
$
6,307,022

In accordance with the Companies Act, capital reserves are required to cover losses first before new shares or cash can be issued in proportion to the shareholders’ original shares. Realized capital reserves referred to in the preceding paragraph include premiums from the issuance of shares in excess of par value and proceeds from gifts received. In accordance with the Regulations Governing the Issuer’s Offerings and Issuance of Marketable Securities, the aggregate amount of capital reserves that may be capitalized each year shall not exceed 10% of the paid-in capital.

2. Retained earnings

In accordance with the Company’s Articles of Incorporation, the Company shall,

228

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

after the final settlement of each year’s earnings, first complete tax contributions, make up for prior years’ deficits and set aside 10% as legal reserve, except when the legal reserve has reached the level of total capital; the Company is required by law to set aside or reverse special reserve. In the case of unappropriated retained earnings for the same period, the Board of Directors shall propose a proposal for the distribution of earnings to the shareholders for resolution, and the dividend to be distributed shall not be less than 20% of the net profit for the year after taxation, after deducting the net income provided for by law.

The Company will take into account the environment and growth of the Company and the distribution of earnings should take into account the Company’s future capital expenditure budget and capital requirements, and pay cash dividends of not less than 10% of the dividends distributed in the current year.

(1) Legal reserve

If the Company has no deficit, it may, by resolution of the shareholders in general meeting, issue new shares or cash out of the legal reserve to the extent that such reserve exceeds 25% of the paid-in capital.

(2) Special reserve

When the Company distributes the distributable profit, the net decrease in other equity items occurring in the year is added to the undistributed profit of the current period along with other items beyond the net profit after tax. A special reserve is set aside from the undistributed profit of the previous period. For accumulated decrease in other equity items of previous periods, an equal amount of special reserve shall be set aside from the undistributed profit of previous periods and cannot be distributed. When there is a reversal of other decreases in equity, profits can be distributed for the reversed part.

(3) Earnings distribution

The Company passed a resolution on the 2021 profit distribution plan at the regular shareholders' meeting on June 17, 2022. The 2021 profit distribution plan was passed by electronic voting on June 19, 2021, having reached the legal resolution threshold, and was further resolved at the regular shareholders' meeting on July 26, 2021. The dividends distributed to the owners are as follows:

2021 2020
Payout ratio Payout ratio
(NT$) Amount (NT$) Amount
Distributed to the
holders of ordinary
shares:
Cash $ 15.92 1,695,646 13.30 1,376,256

229

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

On March 21, 2023, the Company’s board of directors proposed the following 2022 earnings distribution:

2022 earnings distribution:
2022
Payout ratio
(NT$)
Amount
Distributed to the holders of ordinary shares:
Cash $ 26.00 2,803,575

Information on the distribution of earnings as proposed by the Board of Directors and resolved by the Shareholders’ Meeting is available on the “Market Observation Post System (MOPS)”.

3. Other equity

Balance on January 1, 2022
Exchange differences arising from
the translation of the net assets
of foreign operations
Unrealized losses from financial
assets measured at FVTOCI
Balance on December 31, 2022
Balance on January 1, 2021
Exchange differences arising from
the translation of the net assets
of foreign operations
Unrealized losses from financial
assets measured at FVTOCI
Balance on December 31, 2021
Exchange
differences on
translation of
foreign operations
$ (669,055)
349,783
-
Unrealized gain
(loss) on
financial assets
measured at
FVTOCI

(13,278)

-
(6,480)
Total

(682,333)
349,783

(6,480)
$
(319,272)

(19,758)


(339,030)

$ (586,953)
(82,102)
-


(8,019)

-
(5,259)


(594,972)
(82,102)

(5,259)
$
(669,055)

(13,278)


(682,333)

230

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

(21) Share-based payment

The Consolidated Company has the following share-based payment transactions:

Cash capital increase reserved for employee stock options

Date of grant
Number of grants
Granted to
Vesting conditions
Fair value at the date of grant
TheCompany
Lintes
Technology
Lerain Technology
2021.08.23
2022.01.31
233 thousand
shares
431 thousand
shares
Current
employees of
the Company
Current
employees of
the subsidiary
Immediate
vesting
Immediate
vesting
$107.00
$25.02
2022.03.29
2021.08.19
2021.03.02
122 thousand
shares
1,119 thousand
shares
1,268 thousand
shares
Current
employees of
the subsidiary
Current
employees of
the subsidiary
Current
employees of
the subsidiary
Immediate
vesting
Immediate
vesting
Immediate
vesting
$0.30
$0.13
$0.00

The Company’s cost of employee compensation based on the shares generated from the cash capital increase retained for employee stock options was $24,931 thousand recognized in fiscal 2021.

In 2022, the subsidiary, Lintes Technology Co., Ltd., recognized a cost of $10,789 thousand for share-based employee compensation arising from the cash capital increase reserved for employees to subscribe for shares.

The costs recognized by the subsidiary, Lerain Technology Co., Ltd., for share-based employee compensation arising from the cash capital increase reserved for employees to subscribe for shares in 2022 and 2021 were $36 thousand and $146 thousand, respectively.

(22) Earnings per share

The calculation of basic earnings per share and diluted earnings per share of the Consolidated Company is as follows:

Basic earnings per share:
Net profit attributable to the Company in the year
Weighted average shares outstanding (1,000 shares)
Basic earnings per share
Diluted earnings per share:
Net profit attributable to the Company in the year
Dilutive potential ordinary shares:
Convertible bond
Net income attributable to equity holders of the
Company’s common stock (adjusted for the effect of
dilutive potential common stock)
Weighted average shares outstanding (1,000 shares)
Dilutive potential ordinary shares:
Employees compensation
Convertible bond
2022
$
6,254,263
2021

3,472,201

106,539



104,204

$
58.70



33.32
$ 6,254,263
5,897

3,472,201

664

$
6,260,160


3,472,865

106,539
309
1,337



104,204

204

1,820

231

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

Weighted average common shares outstanding (adjusted
for the effect of dilutive potential common stock)
Diluted earnings per share
108,185
106,228


$
57.87
32.69
  • (23) Revenue from contracts with customers

  • Please refer to Note XIV (3) and (4) for the disclosure of disaggregation of revenue for the major products and major regional markets.

  • Balance of contract

Contract liabilities Dec. 31, 2022
$
54,427
Dec. 31, 2021

97,494

The beginning balances of contract liabilities as of January 1, 2022 and 2021 were recognized as income of NT$80,636 thousand dollars and NT$80,527 thousand dollars respectively.

(24) Non-operating revenue/expense

  1. Interest income

The breakdown of interest income of the Consolidated Company is as follows:

Interest on bank deposits 2022
$
46,801
2021
13,994

2. Other income

The details of other income of the Consolidated Company are as follows:

2022 2021
Dividend income $ 5,535 6,119
Income from molding 170,481 73,063
Income from compensation 5,189 12,938
Income from rentals 35,076 35,964
Income from subsidies 59,899 103,327
Others 91,522 93,515
$ 367,702 324,926
. Other gains and losses
The details of other gains and losses of the Consolidated Company are as follows:
2022 2021
Foreign exchange gain (loss) $ 613,970 (148,338)
Net profit or loss from financial assets (liabilities)
measured at FVTPL:
Derivatives:
Forward foreign exchange contracts (8,390) 11,382
Metal commodity swap contracts - 21,077

3. Other gains and losses

232

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

Embedded derivative (323) 2,700
Financial products 1,296 -
Non-derivatives (6,884) (9,364)
Net gain from bond buyback 35 -
Loss from the disposal of property, plant and equipment (28,364) (3,728)
Lease modification interest 146 2,472
Other (11,199) (4,849)
Total $ 560,287 (128,648)

4. Financial costs

The details of the financial costs of the Consolidated Company are as follows:

Bank loans
Lease liabilities
Conversion of corporate bonds
2022 2021

5,950

18,824

3,530
$ 22,923
22,673
9,513

$
55,109



28,304

(25) Compensation to employees, directors, and supervisors

In accordance with the Company’s Articles of Incorporation, no less than 3% of the Company’s annual profits shall be appropriated to the Compensation of Employees and no more than 3% to the Compensation of Directors and Supervisors; however, if the Company has accumulated losses, it shall retain the amount of compensation in advance and appropriate the Compensation of Employees and Supervisors in proportion to the aforementioned. The former Compensation of employees to whom stock or cash is issued may include employees of a subordinate company who meet certain criteria.

The estimated amount of compensation of employees for the years ended December 31, 2022 and 2021 was $221,300 thousand and $122,062 thousand respectively, and the estimated amount of compensation to directors and supervisors was $4,480 thousand. The Company’s net profit before tax for the period is estimated by multiplying the amount of the Company’s net profit before issuing the compensation of employees and directors and supervisors by the proportion of the Company’s compensation distribution to employees and directors and supervisors as provided in the Company’s Articles of Incorporation and is reported as operating costs or expenses for that period. If there is a difference between the actual distribution amount and the estimated amount for the following year, the change in accounting estimate is adjusted and the difference is recognized in profit or loss for the following year. In the event that the Board of Directors resolves to grant a compensation of employees by way of stock, the number of shares of stock-based compensation is calculated based on the closing price of the common stock on the day before the Board of Directors’ resolution.

233

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

The amount of employee and director compensation resolved by the board of directors for the 2022 fiscal year was consistent with the estimated amount in the 2022 consolidated financial report. The actual distribution of employee, director, and supervisor compensation in the 2021 fiscal year was consistent with the estimated amount in the 2021 consolidated financial report. Related information can be found on the MOPS.

(26) Information on financial instruments and fair value

1. Credit risk

(1) Credit risk exposure

The carrying amount of a financial asset represents the maximum amount of credit risk. The maximum amount of credit risk exposure was $18,178,606 thousand and $12,617,236 thousand as of December 31, 2022 and 2021 respectively.

(2) Credit risk concentration risk

In order to reduce the credit risk of accounts receivable, the Consolidated Company continually evaluates the financial position of its customers and adjusts the terms of transactions between them if necessary. As of December 31, 2022 and 2021, the Consolidated Company had 5 and 4 different customers, respectively with accounts receivable balances exceeding 5% of total accounts receivable for a single customer. The Consolidated Company periodically evaluates the probability of recovery of accounts receivable and presents Provisions, and the total loss is always within management’s expectations.

(3) Impairment loss

The Consolidated Company uses a simplified method of estimating expected credit losses for all of its notes and accounts receivable, which is to measure expected credit losses over the life of the notes and accounts receivable, and for this purpose, the notes and accounts receivable are grouped by common credit risk characteristics that represent the ability of customers to pay all amounts due under contractual terms and are included in forward-looking information. The expected credit losses on the Consolidated Company’s notes and accounts receivable are analyzed as follows:

234

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

Not past due
1-60 days past due
61-120 days past due
121-180 days past due
181-270 days past due
More than 271 days past due
Not past due
1-60 days past due
61-120 days past due
121-180 days past due
181-270 days past due
More than 271 days past due
Dec. 31, 2022 Expected
credit loss in
the duration
of provision
369
1,119
6,380
6,222
466
10,689
Book value of
notes and
accounts
receivable
$ 10,343,048
293,326
71,344
16,285
936
10,828
Weighted
average
expected
credit loss rate

0.00%

0.38%

8.94%

38.21%

49.79%
98.72%
Dec. 31, 2021

$
10,735,767

25,245

Expected
credit loss in
the duration
of provision
882
504
7,562
3,935
184
4,390
Book value of
notes and
accounts
receivable
$ 8,268,615
481,878
47,553
12,646
401
4,390
Weighted
average
expected
credit loss rate

0.01%

0.10%

15.90%

31.12%

45.89%
100.00%

$
8,815,483

17,457

The changes in the provisions for notes and accounts receivable of the Consolidated Company are as follows:

Opening balance
Impairment loss recognized
Write-offs for the period
Foreign currency translation (gains) losses
Closing balance
2022

$
25,245
17,457

235

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

2. Liquidity risk

The contracts of financial liabilities are sorted by their maturity dates as follows. The

estimated interests are included, but the effect of net value agreement is excluded.

December 31, 2022
Non-derivative financial liabilities
Short-term loans
Bonds payable
Long-term loans(including
long-term loans – current
portion)
Notes payable
Accounts payable
Other payables
Lease liabilities
December 31, 2021
Non-derivative financial liabilities
Short-term loans
Bonds payable
Long-term loans(including
long-term loans – current
portion)
Notes payable
Accounts payable
Other payables
Lease liabilities
Book value
$ 1,906,775
132,449
165,630
8,504
2,351,503
1,937,095
370,661
Cash flow
from the
contract

1,920,045

135,600

187,005

8,504

2,351,503

1,937,095
412,713
Within 6
months

917,667

-

9,890

8,504

2,351,503

1,937,095
69,614
6 12 months

1,002,378
-

9,032

-

-

-
58,102
1-2years

-
-

17,011
-
-
-
103,420
2-5years
-
135,600

37,288
-
-
-
181,577
More than 5
years
-

-

113,784
-
-
-
-

$
6,872,617

6,952,465

5,294,273

1,069,512

120,431

354,465
113,784

$ 1,142,178
911,927
44,405
16,402
2,613,359
1,998,938
506,589


1,145,255

936,100

47,515

16,402

2,613,359

1,998,938
559,221


870,126

-

2,436

16,402

2,613,359

1,998,938
164,713


275,129
-

12,857

-

-

-
75,695


-
-

2,458
-
-
-
105,309

-
936,100

7,216
-
-
-
190,028

-

-

22,548
-
-
-
23,476

$
7,233,798

7,316,790

5,665,974

363,681

107,767

1,133,344

46,024

The Consolidated Company does not anticipate that the cash flows analyzed at maturity date will alter significantly or that the actual amounts will vary significantly.

3. Market risk—exchange rate risk

(1) Exposure to exchange rate risk

The Consolidated Company’s financial assets and liabilities exposed to significant foreign currency exchange rate risk are as follows:

Financial assets
Currency
USD
RMB
HKD
JPY
EUR
INR
Dec. 31, 2022
$
Foreign
currency
(Note)

642,058
236,085
45
305,602
1,160
4

236

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

Financial liabilities
Currency
USD
$ 267,351 30.7100
8,210,352
RMB
1,173
4.4094
5,170
EUR
272 32.7200
8,906
MOP
8
3.9380
32

Financial assets
Currency
USD
RMB
HKD
JPY
EUR
INR
Financial liabilities
Currency
USD
RMB
JPY
EUR
Dec. 31, 2021
$ $
Foreign
currency
(Note)
527,458
284,552
37
310,511
2,404
4
296,289
379
58,000
103

Note: The foreign currencies denominated in the non-functional currencies of the consolidated entities include items that have been eliminated in the consolidated financial statements for inter-group transactions.

Due to the variety of functional currencies of the Consolidated Company, information on exchange gains and losses on monetary items is presented on a consolidated basis. Foreign currency exchange gains and losses (including realized and unrealized) amounted to a gain of $613,970 thousand and a loss of $148,338 thousand in fiscal 2022 and 2021, respectively.

(2) Sensitivity analysis

The Consolidated Company's exchange rate risk arises mainly from cash and cash equivalents denominated in foreign currencies, financial assets at FVTPL, accounts receivable and other receivables, short-term loans, accounts payable and other payables, which generate foreign currency exchange gains or losses upon translation. As of

237

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

December 31, 2022 and 2021, when NTD depreciates or appreciates by 1% against the foreign currencies held by the Consolidated Company, with all other factors held constant, net income after tax would increase or decrease by $101,146 thousand and $62,134 thousand for year 2022 and 2021, respectively. The same basis was used for the analysis of both periods.

4. Market risk—changes in interest rates

The interest rate risk of the Consolidated Company mainly comes from the bank deposit and loan of floating rate, so the interest rate change will cause the effective interest rate of bank deposit and loan to change accordingly, and the future cash flow will fluctuate.

The following sensitivity analysis is based on the risk of interest rate shocks reported by financial instruments on the date of coverage. For floating rate liabilities, the analysis is based on the assumption that the reported amount of daily outstanding liabilities is current throughout the year. The rate of change used by the Consolidated Company in reporting interest rates to the main management is 1% up or down, which represents the management’s assessment of the reasonable range of possible interest rate changes.

The Consolidated Company’ financial assets with variable interest rates as of December 31, 2022 and 2021 were NT$3,744,810 thousand and NT$2,472,303 thousand, respectively, and its financial liabilities were NT$242,405 thousand and NT$14,805 thousand, respectively. If interest rates had increased or decreased by 1%, the Consolidated Company’ net income would have increased or decreased by NT$28,019 thousand and NT$19,660 thousand for year 2022 and 2021, respectively, with all other variables held constant.

5. Market risk—fair value

(1) Fair value and carrying amount

The management of the Consolidated Company believes that non-derivative short-term financial instruments should be estimated at their fair value based on their book value on the balance sheet, and that their book value should be a reasonable basis for the estimated fair value because of the near expiry date of such commodities. This method is applied to cash and equivalent cash, notes receivable and payable, accounts receivable and payable, other receivables and payables, deposit margin and borrowings.

In addition to the above financial instruments, the fair value and book value information of the remaining financial instruments, investment properties and corporate bonds payable of the Consolidated Company on the financial reporting date are as follows:

238

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

Measured at fair value:
Financial assets:
Financial assets measured
at FVTPL
Financial assets measured
at FVTOCI
Not measured at fair value
Non-financial assets:
Investment property
Financial liabilities
Bonds payable
Dec. 31, 2022 Dec. 31, 2022 Dec. 31, 2021
Book value
Fairvalue

157,494
157,494

31,459
31,459

335,869
466,940

911,927
907,643
Book value
$ 79,007
83,520
97,817
132,449
Fairvalue Book value

157,494

31,459

335,869

911,927

79,007

83,520

162,684

131,573
  • (2) The evaluation techniques used to determine fair value are as follows

  • A. When financial assets are quoted publicly in an active market, this market price is the fair value. When market prices are not available, estimates are made by reference to quoted counterparties or using valuation techniques. The estimates and assumptions used are consistent with the information used by market participants as estimates and assumptions in pricing financial instruments.

  • B. The fair value of investment properties is based on the evaluations of independent evaluators with recognized professional qualifications and recent experience in the area and type of investment properties evaluated.

  • (3) Fair value hierarchy

The following table analyzes the fair value hierarchy of financial instruments, investment properties and corporate bonds payable by valuation. Each fair value hierarchy is defined as follows:

  • A. Level 1: Publicly quoted prices (unadjusted) in an active market for identical assets or liabilities.

  • B. Level 2: Input parameters for an asset or liability are observable either directly (i.e., prices) or indirectly (i.e., derived from prices), except for publicly quoted prices included in Level 1.

  • C. Level 3: Inputs for the asset or liability that are not based on observable market data (unobservable parameters).

239

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

December 31, 2022
Measured at fair value:
Financial assets measured at
FVTPL
Financial assets measured at
FVTOCI
Not measured at fair value:
Investment property
Bonds payable
December 31, 2021
Measured at fair value:
Financial assets measured at
FVTPL
Financial assets measured at
FVTOCI
Not measured at fair value:
Investment property
Bonds payable
Level 1
$ 62,313
78,925

Level 2

16,531
-
Level 3

163
4,595

Total

79,007
83,520
162,527
162,684
131,573

157,494
31,459
188,953
466,940
907,643

$
141,238
16,531
4,758

$
-

-

162,684
$
-
-
131,573
$ 91,737
20,503


-
-

65,757
10,956

$
112,240
- 76,713

$
-
-
466,940
$
-
-
907,643

(4) Transfer between the Level 1 and the Level 2

The Consolidated Company does not have any transfers between 2022 and 2021.

240

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

  • (5) Statement of changes in financial assets (liabilities) classified as Level 3 at fair value

Unit: NT$1,000

Name
Financial assets measured at FVTPL
Financial assets measured at FVTOCI
Name
Financial assets measured at FVTPL
Financial assets measured at FVTOCI
2022 Closing
balance
163
4,595
$ Opening
balance
65,757
10,956
Total profit or loss
Recognized
in profit or
loss
Recognized in
other
comprehensive
income
(323)
-
-
(4,939)
(323)
(4,939)
Incr ea s e
ransferred
to level 3
-
-
Decrease
Sales,
disposal or
settlement
(65,421)
(1,422)

Recognized
in profit or
loss
(323)
-
Issuance or
purchase
150
-
T

income

-
(4,939)
$
76,713
(323)
(4,939)
150 -
(66,843)

4,758
2021
Closing
balance
65,757
10,956
$ Opening
balance
6,180
2,016
Total profit or loss
Recognized
in profit or
loss
Recognized in
other
comprehensive
income
2,923
-
-
(5,460)
2,923
(5,460)
Incr ea s e
ransferred
to level 3
-
-
Decrease
Sales,
disposal or
settlement
(6,410)
-

Recognized
in profit or
loss
2,923
-
Issuance or
purchase
63,064
14,400
T

income

-
(5,460)
$
8,196
2,923
(5,460)

77,464
- (6,410)
76,713

The above included gains and losses are reported in “other gains and losses” and “unrealized valuation gains (losses) on financial assets at FVTOCI”, which relate to assets still held as of December 31, 2022 and 2021 as follows:

Total gain or loss
Recognized in profit (losses) (reported in “other
gains and losses”)
Recognized in other comprehensive income
(reported in “unrealized valuation gains (losses) on
financial assets at FVTOCI”)
2022
$ 253

(5,295)
2021
2,750

(5,460)
  • (6) Quantitative information on fair value measurements of significant unobservable inputs (Level 3)

The Consolidated Company's financial assets measured at FVTPL classified as Level 3 fair value were NT$0 thousand and NT$62,387 thousand as of December 31, 2022 and 2021, respectively. Quantitative information is not disclosed because there is no active market for quoted prices but reference to counter-parties' quotes, and the relationship between significant non-observable inputs and fair values cannot be fully obtained in practice. The remaining quantitative information of significant non-observable inputs measured at fair value for Level 3 is listed below:

241

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

Item
Financial assets
measured at
FVTPL -
Embedded
derivatives - right
of redemption
Financial assets
measured at
FVTOCI -
investment in
equity instruments
with no active
market
Financial assets
measured at
FVTOCI -
investment in
equity instruments
with no active
market
Valuation
techniques
Binary tree
method for
pricing
convertible bond
Comparable
company analysis
Net asset value
approach
Significant unobservable
inputs
‧Volatility on Dec. 31,
2022 and 2021: 41.43%
and 38.95%
‧Net market value
multiplier on Dec. 31,
2022 and 2021: 1.475
and 2.05
‧Lack of marketability
discount on Dec. 31,
2022 and 2021: both
15.80%
‧Net asset value
Relationship between
significant
unobservable inputs
and fair value
‧The higher the
volatility, the
higher the fair
value
‧The higher the
multiplier, the
higher the fair
value
‧The higher the
discount for lack of
marketability, the
lower the fair value
‧The fair value is
positively
correlated

(7) Valuation process for fair value classified in Level 3

The Company uses unobservable inputs for its fair value measurements and classifies its fair value in Level 3. The source of the input value for this level is the price provided by reference to counterparty quotations or market comparable companies’ net market value multipliers, etc., and the relevant quotations and valuation information are appropriately maintained. The results are subsequently reviewed to ensure consistency with the valuation sources and the reasonableness of the valuation results.

(8) Sensitivity analysis of fair value to reasonably possible alternative assumptions

for Level 3 fair value measurements

The Company’s fair value measurements of financial instruments are reasonable, but the use of different valuation models or valuation parameters may result in different valuation results. For financial instruments classified in Level 3, if the valuation parameters are changed, the impact on the profit or loss or other comprehensive income for the period is as follows:

242

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

December 31, 2022
Financial assets measured at FVTPL
Embedded derivatives - right of
redemption
Financial assets measured at
FVTOCI
Investments in equity instruments
with no active market
December 31, 2021
Financial assets measured at FVTPL
Embedded derivatives - right of
redemption
Investments in equity instruments
with no active market
Input value Upward
or
downward
changes
Fair value changes
reflected in profit or loss
for the period
Fair value changes
reflected in other
comprehensive income

Favorable
changes
Unfavorable
changes
Favorable
changes
Unfavorable
changes
Volatility
Stock price
Net market
value
multiplier
Lack of
marketability
discount
Volatility
Stock price
Net market
value
multiplier
Lack of
marketability
discount
5%
10%
4%
4%
5%
10%
8%
8%
$ 68
(68)
-
-
81
(54)
-
-
-
-
12
(12)
-
-
12
(12)
2,527
(936)
-
-
1,030
(1,030)
-
-
-
-
136
(137)
-
-
136
(137)

Favorable and unfavorable changes in fair value represent fluctuations in fair value, which are calculated using valuation techniques based on various degrees of unobservable input parameters. If the fair value of a financial instrument is affected by more than one input, the above table reflects only the effect of changes in a single input and does not take into account the correlation and variability among the inputs.

(27) Financial risk management

  1. The Consolidated Company is exposed to the following risks from the engagement of financial instruments:

(1) Credit risk

(2) Liquidity risk

(3) Market risk

This note presents the Consolidated Company’s risk information for each of these risks and the Consolidated Company’s objectives, policies and procedures for measuring and managing risk. For further quantitative disclosures, please refer to the respective notes to the consolidated financial statements.

2. Risk management structure

The Chairman has the sole responsibility for establishing and overseeing the Consolidated Company’s risk management structure and reports regularly to the Board on its operations.

243

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

The Consolidated Company’s risk management policy is designed to identify and analyze the risks faced by the Consolidated Company, to set appropriate risk limits and controls, and to monitor compliance with the risks and risk limits. The Consolidated Company develops a disciplined and constructive control environment through training, management guidelines and operating procedures to enable all employees to understand their roles and responsibilities.

The Audit Committee of the Consolidated Company oversees how management monitors compliance with the Consolidated Company’s risk management policies and procedures and reviews the appropriateness of the Consolidated Company’s risk management framework in relation to the risks it is exposed to. Internal auditors assist the Consolidated Company’s Audit Committee in its oversight role. These personnel conduct regular and exceptional reviews of risk management controls and procedures and report the results of these reviews to the Audit Committee.

3. Credit risk

Credit risk is the risk of financial loss arising from the failure of the Consolidated Company’s customers or counterparties to fulfill their contractual obligations, mainly from the Consolidated Company’s accounts receivable from customers and investments in securities.

(1) Accounts receivable and other receivables

The Consolidated Company’s credit risk exposures are primarily depended on each customer’s individual circumstances. However, management also considers statistical information about the Consolidated Company’s customer base, including the risk of default in the customer’s industry and country, as these factors may affect credit risk. Approximately 72% and 76% of the Consolidated Company’s revenue for 2022 and 2021, respectively, were derived from sales to customers in Mainland China, which resulted in a significant concentration of regional credit risk.

The Consolidated Company has established a credit policy whereby the Consolidated Company is required to analyze the credit rating of each new customer individually before granting standard payment and delivery terms. Credit sales limits are established on an individual customer basis and are reviewed periodically; customers who do not meet the Group’s benchmark credit rating may only transact business with the Consolidated Company on a pre-collection basis.

In monitoring customers’ credit risk, customers are grouped according to their credit characteristics, including whether they are individuals or legal entities, age of accounts, maturity dates and pre-existing financial difficulties. The Consolidated Company maintains a Provisions account to reflect estimates of losses on accounts receivable and other receivables.

244

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

(2) Use of funds

The Consolidated Company’s investments in equity securities are placed through a centralized trading market and therefore have no significant credit transaction risk.

The credit risk of bank deposits, fixed income investments and other financial instruments is measured and reported to the Chairman of the Board of Directors by the Consolidated Company’s finance department. Since the Consolidated Company’s counterparties are creditworthy banks and financial institutions with investment grade or above, there are no significant performance concerns and therefore no significant credit risk.

4. Liquidity risk

Liquidity risk is the risk that the Consolidated Company will not be able to deliver cash or other financial assets to settle its financial liabilities and will not be able to meet its related obligations. The Consolidated Company’s approach to manage liquidity risk is to ensure that the Consolidated Company has sufficient liquidity to meet its liabilities as they fall due under normal and stressful circumstances and that there is no risk of unacceptable loss or damage to the Consolidated Company’s reputation. In addition, the Company has entered into unused borrowing lines totaling $3,641,250 thousand as of December 31, 2022 to cover unanticipated payments.

5. Market risk

Market risk is the risk that changes in market prices, such as changes in exchange rates, interest rates, and prices of equity instruments, will affect the Consolidated Company’s revenue or the value of financial instruments held by the Consolidated Company. The objective of market risk management is to manage the exposure to market risk to an acceptable level and to optimize investment returns.

The Consolidated Company engages in derivative transactions in order to manage market risk. All transactions are executed in accordance with the guidelines of the Board of Directors.

(1) Exchange rate risk

The Consolidated Company uses derivative transactions to hedge exchange rate risk due to its exposure to exchange rate risk arising from sales and purchase transactions that are not denominated in each Group Enterprise’s functional currency. Gains or losses on foreign currency assets and liabilities arising from changes in exchange rates are largely offset against natural hedges. Derivative transactions can help the Company reduce, but still not completely eliminate, the impact of changes in foreign currency exchange rates.

The Consolidated Company periodically reviews individual foreign currency assets and liabilities for exposures and hedges against such exposures.

245

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

(2) Interest rate risk

The Consolidated Company’s interest rate risk arises primarily from variable rate bank deposits and short-term loans, and changes in interest rates will cause future cash flows to fluctuate as the effective interest rates on bank deposits and short-term loans change.

(3) Equity instrument price risk

If the price of equity securities changes at the reporting date (the same basis is used for both periods of analysis and other changes are assumed to be constant), the effect on the consolidated profit and loss items would be as follows:

Price of securities on
reporting date
Up by 1%
Down by 1%
Other
comprehensive
income after
tax
$
835
Other
comprehensi
ve income
after tax
315
$
(835)
(788) (315) (917)

(28) Capital management

It is the Board’s policy to maintain a sound capital base to maintain the confidence of investors, creditors and the market and to support the development of future operations. Capital consists of the Consolidated Company’s share capital, capital surplus and retained earnings. The Board of Directors controls the rate of return on capital and also controls the level of dividends on ordinary shares.

In order to maintain or adjust its capital structure, the Consolidated Company may adjust dividends paid to shareholders, reduce capital to refund shareholders, issue new shares or sell assets to settle liabilities.

The Consolidated Company controls its capital on a debt-to-capital ratio basis. The ratio is calculated by dividing net debt by total capital. Net debt is total liabilities less cash and cash equivalents as shown on the balance sheet. Total capital represents all components of equity (i.e., equity, capital surplus, retained earnings and other equity) plus net debt. The debt-to-capital ratio at the reporting date is as follows:

debt-to-capital ratio at the reporting date is as follows:

Total liabilities
Less: Cash and cash equivalents
Net liabilities
Total equity
Debt-to-capital ratio
Dec. 31, 2022
$ 8,787,027
(7,090,304)
Dec. 31, 2021
8,364,687
(3,303,062)
5,061,625
18,054,704
21.90%

$
1,696,723

$
24,508,613

6.47%

246

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

(29) Investment and fund-raising activities for non-cash transactions

The information on non-cash investment and financing activities of the consolidated company for the 2022 and 2021 fiscal years is as follows:

  1. For details on the conversion of convertible corporate bonds into common shares, please refer to Note VI (13).

  2. For details on obtaining right-of-use assets through leasing, please refer to Note VI (8) and (14).

The adjustments of liabilities arising from financing activities of the consolidated company in 2022 and 2021 are as follows:

Short-term loans
Bonds payable
Long-term loans (including
long-term loans – current
portion)
Lease liabilities
Total liabilities from
financing activities
2022.1.1
Cash flow
$ 1,142,178
714,342
911,927
343,468
44,405
121,225
506,589
(260,133)
Non-cash changes
Other
Changes in
exchange
rate
Changes in
fair value
Dec. 31,
2022

-
50,255
-
1,906,775
(1,122,946)
-
-
132,449

-
-
-
165,630

118,081
6,124
-
370,661


$ 2,605,099
918,902




(1,004,865)
56,379
-
2,575,515



Short-term loans
Bonds payable
Long-term loans (including
long-term loans – current
portion)
Lease liabilities
Total liabilities from
financing activities
2021.1.1
Cash flow
$ -
1,147,192
-
1,152,983
23,996
20,409
176,250
(374,960)
Non-cash changes
Other
Changes in
exchange
rate
Changes in
fair value
Dec. 31,
2021

-
(5,014)
-
1,142,178

(241,056)
-
-
911,927

-
-
-
44,405

705,622
(323)
-
506,589


$
200,246
1,945,624




464,566
(5,337)
-
2,605,099



247

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

VII. Related Party Transactions

  • (1) Parent company and ultimate controller: The Company is the ultimate controller of the Consolidated Company and the Consolidated Company’s subsidiaries.

(2) Names and relationships of related parties

The related parties that had transactions with the Company during the period covered by these consolidated financial statements are as follows:

Name of related parties Relationship with the Company

De Chuang Investment Co., Ltd. Substantial related party Key management personnel Including the directors, supervisors, managers and their families and spouses

(3) Material transactions with the related parties

1. Lease

The Consolidated Company leases warehouses from major management personnel and enters into one-year lease contracts with a total value of $60 thousand with reference to the neighboring warehouse rental quotes. The interest expenses of $1 thousand and $1 thousand were respectively recognized in 2022 and 2021, and the balance of lease liabilities as of December 31, 2022 and 2021 were respectively $0 and $59 thousand.

2. Acquisition of subsidiary shares

Type/name of related
party
Major management
He, Xiu-lan
Subject of transaction
Lerain Technology Co., Ltd.
Number of
shares

547,059
Acquisition
price
2021
$
5,471

3. Loans from related parties

The Consolidated Company's loans from related parties bear interest at 2% per annum on pledges of fixed deposits with financial institutions in the year in which each such related party appropriated funds, and were fully repaid as of December 31, 2021, with interest expense of $128 thousand recognized from January 1 to December 31, 2021.

(4) Major management personnel transactions

Related compensation includes:

Short-term employee benefits
Post-employment benefits
Share-based payment
2022
$ 211,794
1,328
430
2021

98,944

1,191

2,087
102,222
$
213,552

248

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

VIII. Pledged Assets

The carrying value of the assets pledged as collateral by the Consolidated Company was as follows:

Name of asset
Property, plant and equipment
Dec. 31, 2022
$
246,448
Dec. 31, 2021
80,278

IX. Significant Contingent Liabilities and Unrecognized Contractual Commitments

(1) Significant unrecognised contract commitments:

As of December 31, 2022, the consolidated company has signed major factory construction contracts yet to be paid of approximately RMB 42,736 thousand and VND 59,665,495 thousand.

As of December 31, 2022, the consolidated company has signed information system-related contracts yet to be paid of approximately $1,070 thousand.

  • (2) The issuance of guarantee notes for bank loans, financing lines and derivative financial commodity transactions:

Guaranteed notes

Dec. 31, 2022 Dec. 31, 2021 $ 5,020,405 2,268,620

X. Significant Disaster Loss: None.

XI. Significant Post-Period Events:

On November 10, 2022, the Company passed a resolution at a Board of Directors meeting to propose a cash capital increase to issue up to 3,500 thousand common shares, each with a par value of $10. This was officially recorded by the Financial Supervisory Commission (FSC) under the letter Jing-Guan-Zheng-Fa-Zi No.1110368023 dated January 16, 2024 year of the Republic of China (2024).

On November 10, 2022, the Company's Board of Directors passed a resolution, and on March 9, 2024 year of the Republic of China (2024), issued the second round of domestic unsecured convertible corporate bonds with an upper limit of 10,000 bonds. Each bond has a face value of $100 thousand, and the total issuance face value is up to $1,000,000 thousand. The issuance period is three years, with a coupon rate of 0%.

249

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

XII. Others

  • (1) Employee benefits, depreciation, depletion, and amortization functions are summarized below:
below:
Function
Nature

2022
2021
Operation
cost
Operation
expense
Total Operation
cost
Operation
expense
Total
Employee benefit
expense
Salary expenses
Labor insurance and
health insurance
expenses
Pension expenses
Compensation of
directors
Other employee
benefit expenses
Depreciation expense
Amortization expense
4,960,411
619,006
3,157
-
237,096
1,679,313
2,254
1,820,365

159,252

14,609
8,817

150,098

533,643

53,457
6,780,776

778,258

17,766

8,817

387,194
2,212,956

55,711
4,215,950

513,460

3,000

-

221,901
1,061,293

1,815
1,456,287

124,617

12,903
6,425

123,735

462,545

49,682
5,672,237

638,077

15,903

6,425

345,636
1,523,838

51,497

(2) Seasonality of operations:

The Company’s operations are subject to seasonal fluctuations due to the downstream computer industry.

250

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

XIII. Disclosing Information

(1) Major transaction details

In accordance with the Guidelines Governing the Preparation of Financial Reports by Securities Issuers, the Company should disclose the following information about major transactions for year 2022:

1. Capital lending to others:

Unit: NT$1,000/1,000 in foreign currency

No. Lender Borrower
Item
Related
party

Max amount
for the
period

Closing
balance
Actual
amount
Interest
rate
Nature
of the
lending
(Note 1)


Transaction
amount

Purpose
for
lending
Allowanc
for bad
debt
e
Collateral
e
Collateral
Lending
limit for
single party
(Note 2)

Overall
lending
limit
(Note 2)
Name Value
0 The
Company
Lotes
Guangzhou
Co.,Ltd.

Internal
transaction

Yes
225,495
(RMB50,000)


220,470
(RMB50,000)


-
5% 2 -
Working
capital
- None
-
4,561,462 9,122,924

Note 1: The following are the descriptions of the funds lending.

  • (1) Those who have business dealings.

  • (2) When there is a need for short-term financing.

  • Note 2: The amount of the Company’s financing to a single party shall not exceed 20% of the Company’s net worth.

  • The total amount of funds lent by the Company to others shall not exceed 40% of the Company’s net worth.

2. Endorsement:

Unit: NT$1,000/1,000 in foreign currency

No. Endorsement
provider

Endorsee

Endorsee
Ceiling on
amount of
endorsement
for an
enterprise
(Note 2)

Balance of
the ceiling
endorsement
fee in the
period

Ending
balance of
the
endorsement
fee

Amount
actually
used
Amount of
endorsemen
t backed by
assets

Percentage of the
accumulated
amount of
endorsement in
the net value of
current financial
statement (%)

Ceiling on
amount of
endorsement
(Note 2)
Endorsement
made by
parent
company to
subsidiary

Endorsement
made by
subsidiary to
parent
company


Endorseme
nt made to
any party
in
Mainland
China
Company
Name
Relatio
nship
(Note 1)
0
0
0
1
2
The Company
"

"

Lotes
Guangzhou
Co., Ltd.
Lintes
Technology
Co., Ltd.
REKA
Technology
Co., Ltd.
Lotes
Guangzhou
Co., Ltd.
Lerain
Technology
Co., Ltd.
REKA
Technology
Co., Ltd.
Genie
Precision
Machine Co.,
Ltd.
2
2
2
1
2
4,561,462
4,561,462
4,561,462
1,778,520
1,356,632

566,548

825,300
(USD28,000)

100,000

96,645
(USD3,000)

176,600

541,715
614,200
(USD20,000)

-
92,130
(USD3,000)

146,600

-


-
-


-

39,455
-
-
-
-
-
2.38%
2.69%
-
%
1.04%
5.40%
11,403,655
11,403,655
11,403,655
4,446,300
2,713,265
Y
"
"
N
Y
N
"
"
"
"
N
Y
N
"
"
  • Note 1: There are seven types of relationship between the Endorser and Endorsee, which can be marked: (1) Companies with business dealings.

(2) Companies in which the company directly and indirectly holds more than 50% of the voting rights.

(3) Companies that hold more than 50% of the voting rights in the company, both directly and indirectly.

(4) The Company owns, directly and indirectly, more than 90 percent of the voting shares.

(5) Company that is mutually insured under a contract between its peers or co-manufacturers based on the need to perform the work.

(6) Company in which all of the contributory shareholders have given their endorsement in proportion to their shareholding in the joint venture.

(7) Intercompany performance guarantees and guarantees for pre-sale contracts in accordance with the Consumer Protection Act.

251

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

  • Note 2: (1) The amount of the Company’s guarantee for a single corporate endorsement shall not exceed 20% of the net worth of the Company.

  • The aggregate amount of the Company’s guarantees under external endorsement shall not exceed 50% of the net worth of the Company.

  • (2) The amount of Lotes Guanghou Co., Ltd’s guarantee for a single corporate endorsement is limited to not more than 20% of the net worth of the company.

  • The aggregate amount of Lotes Guanghou Co., Ltd’s external endorsement guarantees is limited to an amount not exceeding 50% of the Company’s net worth.

  • (3) The amount of Lintes Technology Co., Ltd.’s guarantee for a single corporate endorsement is limited to not more than 50% of the net worth of the company.

  • The aggregate amount of Lintes Technology Co., Ltd.’s external endorsement guarantees is limited to an amount not exceeding 100% of the Company’s net worth.

  • Securities held at the end of fiscal period (excluding the equity of controlled by

subsidiaries, affiliated companies, or joint company):

Unit: NT$1,000 Unit: NT$1,000 Unit: NT$1,000 Unit: NT$1,000 Unit: NT$1,000 Unit: NT$1,000
Holding
company
Category and name
of security
Relationship with the
issuer of the security

Accounting item
End of the period Maximum
shareholding or
capitalization in
the period
Remark
Shares Book value Shareholding
ratio

Fair value
Lotes Co., Ltd.
"

"

Zhaxi
Investment Co.,
Ltd.
"

"

"

"

"

"

Lintes
Technology Co.,
Ltd.
"
VSO ELECTRONICS
CO., LTD.
SteadyBeat
Technology
Corporation
G-sau Co., Ltd.
Grand-Tek Technology
Co., Ltd.
LIAN HONG ART
CO., LTD.
Patec Precision
Industry Co., Ltd.
OTO PHOTONICS,
INC.
LUCEMITEK CO.,
LTD.
RADINET
COMMUNICATIONS
INC.
AICP Technology
Corporation
Chailease Holding
Company Limited
Class A Preferred
Shares
Hotai Finance Co.,
Ltd. Class A Preferred
Shares
None

"

"

"

"
"
"
"
"
"

None

"
Financial assets
measured at FVTPL
- current
Financial assets
measured at
FVTOCI -
non-current
"
Financial assets
measured at FVTPL
- current
"
"
"
"
"
Financial assets
measured at
FVTOCI - current
Financial assets
measured at
FVTOCI -
non-current
"
170,000
831,470
300,000
321,980
1,057,310
477,000
1,368,800
1,169,977
420,000
400,000
512,000
300,000

16,531

4,426

169

17,902

32,058

12,354

-

-

-

-

50,125

28,800

0.50 %

8.53 %

12.10 %

1.31 %

2.91 %

1.04 %
4.10 %
17.33 %
18.37 %
5.33 %

0.34 %

0.60 %
16,531
4,426
169
17,902
32,057
12,354
-
-
-
-
50,125
28,800

0.66%

9.90%

12.50%

1.31%

2.94%

1.04%
4.57%
17.33%
26.25%
5.33%

0.34%

0.60%






Note
Note
Note


Note: All of them were recognized in losses.

  1. The cumulative purchase or sale of the same securities amounted to at least NT$300 million or 20% of the paid-in capital: None.

252

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

  1. Acquisition of real property amounting to NT$300 million or 20% or more of the paid-in capital:
paid-in capital: paid-in capital: paid-in capital: paid-in capital: paid-in capital: paid-in capital: paid-in capital:
Unit: NT$1,000
The company
which acquired
the property
Name of asset Date of
occurrence

Amount of
transaction
(Note 2)
Payment
condition
(Note 2)
Counterparty
of transaction


Relation

If the counterparty is a related party, the
information of its previous transfer shall be
provided
Reference
for pricing

Purpose of
the
acquisition
and the
condition of
use

Other
agreed
matters
Owner Relationship
with the
**issuer **
Date of
transfer
Amount
Lotes Zhongshan
Co., Ltd.
Lotes Hengnan
Co., Ltd.
LOTES VIET
NAM
COMPANY
LIMITED
Lintes
Technology Co.,
Ltd.
LINTES
TECHNOLOGY
(THAILAND)
CO., LTD
LOTES VIET
NAM
COMPANY
LIMITED

Plant (Note 1)
"

Land use rights
Land No. 1581,
1583, 1584,
1587, 1589,
1591, 1615,
1617, 1618,
1914, 1955,
1960 in the
Longtan
District,
Taoyuan City
Land No. 675
and 2 other
plots in
Thailand, and
the buildings
on them,
located in
Klong Tamru
Sub district,
Mueang Chon
Buri District,
Chon Buri
Province
Plant (Note 1)
106.10 ~
2022.12
108.10 ~
2022.12
2021.01.11

2022.4.15
2022.10.17
2022.03~
2022.12
1,794,486
355,535
324,914
173,500
THB
170,000
476,626

1,614,359

347,224

324,914

173,500
THB
40,000

399,060
Chongqing
Chuangyou
Construction
Group, etc.

"
GREEN
i-PARK
CORPORATI
ON
HONGJIE
BIOTECH
CO., LTD.
MAK-THAI
INDUSTRIAL
CO., LTD
VITECCONS
CONSTRUCT
ION
INVESTMEN
T JOINT
STOCK
COMPANY
None
"
"
"

"
"
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

-
-

-

-
-
Tendering
"
Negotiation
Referring to
market
price and
professional
appraisal
reports
"
Tendering
Construction
of self-use
plant
"

"


Used as a
factory
"
"

None
"
"
"
"
"

Note 1: Build the factory by own contracting committee. Note 2: The conversions were made at the exchange rates prevailing on the balance sheet date.

  1. Disposal of real property amounting to NT$300 million or 20% or more of paid-in capital: None.

253

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

  1. The amount of sales to or from related parties is at least $100 million or 20% of the

paid-in capital:

The amount of sales to or
paid-in capital:
The amount of sales to or
paid-in capital:
The amount of sales to or
paid-in capital:
from related parties is at least $100 million or 20% of the from related parties is at least $100 million or 20% of the from related parties is at least $100 million or 20% of the from related parties is at least $100 million or 20% of the from related parties is at least $100 million or 20% of the from related parties is at least $100 million or 20% of the from related parties is at least $100 million or 20% of the from related parties is at least $100 million or 20% of the from related parties is at least $100 million or 20% of the
Unit: NT$1,000
The company which
purchases (sells)
products
Name of
transaction
counterparty
Relationship Transaction status Situation and reason for
the conditions of
transaction to be different
from the ordinary ones
Notes and accounts
receivable (payable)
Remark
Purchases
(sales)
Amount Percentage
in total
goods
purchased
(sold)
Credit
period
Unit price Credit period Balance Percentage in
the notes and
accounts
receivable
(payable)
Xincheng Development
Co., Ltd.
"

REKA Technology Co.,
Ltd.
"

REKA Technology Co.,
Ltd.
"
"
"

Lotes Guangzhou Co.,
Ltd.
"
"

"

Lintes Technology
(Suzhou) Co., Ltd.
Lotes Hengnan Co., Ltd.
Guangzhou Leside
Technology Co., Ltd.
"

"
The Company
Lotes Suzhou
Co., Ltd.
The Company
Lotes
Guangzhou Co.,
Ltd.
Lotes Hengnan
Co., Ltd.
"
Lotes
Zhongshan Co.,
Ltd.
Guangzhou
Leside
Technology
Co., Ltd.
REKA
Technology
Co., Ltd.
Lotes Hengnan
Co., Ltd.
Zhongshan
Dezhi Metal
Surface
Treatment Co.,
Ltd.
Lotes
Zhongshan Co.,
Ltd.
Lintes
Technology
Co., Ltd.
Zongka
Technology
(Shenzhen) Co.,
Ltd.
Lotes
Zhongshan Co.,
Ltd.
Zongka
Technology
(Shenzhen) Co.,
Ltd.
Shenzhen DeYi
Automation
Equipment Co.,
Ltd.
Subsidiary

The surrogate
parent
company are
the same
parent
company
Subsidiary


The surrogate
parent
company are
the same
parent
company
The surrogate
parent
company are
the same
parent
company
"


"

"

"

"
"

"
Subsidiary



The surrogate
parent
company are
the same
parent
company

"


"

"
Net sales
Net purchases
Net sales
Net purchases
Net purchases
Net sales
Net purchases
Net sales
Net purchases
"
"
"
Net sales
"
Net purchases
Net sales
Net sales
1,397,497

1,474,724
11,627,683

10,267,683

1,049,563
146,404

4,577,242
1,458,174

1,148,439
263,476
297,648
549,481
2,338,904
147,481

354,241
770,824
730,896

94.17 %

99.37 %

70.67 %

63.82 %

6.50 %

0.89 %

28.36 %

8.86 %

15.04 %

3.45 %

3.90 %

7.20 %

95.54 %

10.72 %

19.74 %

40.86 %

38.74 %
EOM 90
days
"
"
"
EOM 90
days
"
"
"
"
"
"
"
"
"
"
"
"
-

-
-
-
-

-
-
-
-
-
-
-
-
-
-
-
-
No significant
difference
"
"
"
No significant
difference
"
"
"
"
"
"
"
"
"
"
"
"
314,136
(343,482)
1,887,801
(725,599)
(157,022)
27,089
(1,287,635)
435,935
(213,904)
(27,674)
(46,744)
(337,081)
600,283
55,709
(216,177)
124,065
292,509

91.22%

(99.82)%

43.93%

(26.60)%

(5.64)%

0.63%

(46.25)%

10.14%

(20.93)%

(2.71)%

(4.57)%

(32.99)%

98.27%

16.60%

(33.15)%

17.11%

40.35%

254

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

  1. Amounts due from related parties amounting to at least NT$100 million or 20% of

paid-in capital:

paid-in capital: paid-in capital: paid-in capital: paid-in capital: paid-in capital:
Unit: NT$1,000
Related party with accounts
receivable by the Company
Name of
transaction
counterparty
Relationship Balance of
receivables
from the related
party

Turnover
ratio
Past due receivables from the
related party
Amounts due from
related parties
recovered after the
period
Allowance for
losses
Amount Handling
Xincheng Development Co., Ltd.

REKA Technology Co., Ltd.
"

"

"

Lotes Suzhou Co., Ltd.
Good Hope Investments Limited

Lotes Guangzhou Co., Ltd.
"

"

Lotes Zhongshan Co., Ltd.

"

"

Lotes Hengnan Co., Ltd.
Guangzhou Leside Technology Co.,
Ltd.
"

Lintes Technology (Suzhou) Co.,
Ltd.
Parent company
"
Lotes
Guangzhou Co.,
Ltd.
Lotes Zhongshan
Co., Ltd.
Guangzhou
Leside
Technology Co.,
Ltd.
Xincheng
Development
Co., Ltd.
REKA
Technology Co.,
Ltd.
"

Lotes Zhongshan
Co., Ltd.
"
REKA
Technology Co.,
Ltd.
Lotes
Guangzhou Co.,
Ltd.
Guangzhou
Leside
Technology Co.,
Ltd.
REKA
Technology Co.,
Ltd.

Zongka
Technology
(Shenzhen) Co.,
Ltd.
Shenzhen DeYi
Automation
Equipment Co.,
Ltd.
Lintes
Technology Co.,
Ltd.
Subsidiary
"
The surrogate
parent company
are the same
parent company

"
"
"
Parent company
The surrogate
parent company
are the same
company

"
"
"
"
"
"
"
"
Subsidiary
314,316
1,887,801
213,904
553,409
435,935
343,482

949,585
725,599
155,070
1,542,014
1,287,635
337,081
216,177
157,022
124,065
292,509
600,283

4.00

7.89

2.36

-

2.90

3.94

-

10.35

(0.29)

-

5.45

2.81

2.38

9.00

3.05

3.35

4.96

-

-

-
-

-

-
-

-

-
-

-

-

-

-

-

-

-
314,316
1,516,736
141,350
63,472
18,502
343,482
-
717,040
80,955
9,221
890,590
163,810
-
181,356
44,910
135,367
398,818

-

-

-

-

-

-
-

-

-

-

-

-
-

-

-

-

-
  1. Engagement in derivative transactions: Please refer to Note VI (2) and (26).

255

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

  1. Business relationships and material transactions between parent and subsidiaries: Business relationships and significant intercompany transactions in 2022:

Unit: NT$ 1,000

Unit: NT$1,000 Unit: NT$1,000 Unit: NT$1,000 Unit: NT$1,000
No. Name Transaction with Relationsh
ip
Transaction in 2022
Subject Amount Term Operating revenue
Accounting for total
assets
0

0
0
0
1

1
1
1
1
1
1
1
1
1
1
1
2

2
3

3
3
3
3
3
3
3
3
4

4
5

5
6

6
7

7
8
The Company

"
"

"
Lotes Guangzhou Co.,
Ltd.
"
"
"
"
"

"

"
"
"
"
"

Lotes Suzhou Co., Ltd.
"
REKA Technology Co.,
Ltd.
"

"
"
"

"
"
"

"
Lintes Technology
(Suzhou) Co., Ltd.
"
Zongka Technology
(Shenzhen) Co., Ltd.
"
Lotes Zhongshan Co.,
Ltd.
"
Guangzhou Leside
Technology Co., Ltd.
"
Lotes Hengnan Co., Ltd.
Xincheng Development Co., Ltd.
"
REKA Technology Co., Ltd.
"
"
"
"
"
"
Lotes Hengnan Co., Ltd.
Lotes Zhongshan Co., Ltd.
"
"
"
"
Zhongshan Dezhi Metal Surface
Treatment Co., Ltd.
Xincheng Development Co., Ltd.
"
Good Hope Investments Limited
Lotes Hengnan Co., Ltd.
"
"
Lotes Zhongshan Co., Ltd.
"
"
Guangzhou Leside Technology Co.,
Ltd.
"
Lintes Technology Co., Ltd.
"
Guangzhou Leside Technology Co.,
Ltd.
"
"
"
Shenzhen DeYi Automation
Equipment Co., Ltd.
"
Zongka Technology (Shenzhen) Co.,
Ltd.
1
1
1
1
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
2
2
3
3
3
3
3
3
3
Net purchases
Accounts payable
Net purchases
Accounts payable
Sales revenue
Purchases for the
period
Accounts receivable
Accounts payable
Purchases of fixed
asset
Purchases for the
period
Purchases for the
period
Accounts payable
Sales of fixed asset
Other receivables
Accounts receivable
Purchases for the
period
Sales revenue
Accounts receivable
Other payables
Purchases for the
period
Sales revenue
Accounts payable
Purchases for the
period
Accounts payable
Accounts receivable
Sales revenue
Accounts receivable
Sales revenue
Accounts receivable
Purchases for the
period
Accounts payable
Sales revenue
Accounts receivable
Sales revenue
Accounts receivable
Sales revenue
1,397,497
314,135
11,627,683
1,887,801
10,267,852
1,148,439
725,599
213,904
128,141
263,476
549,481
337,081
508,146
1,542,014
155,070
297,648
1,474,724
343,482
949,585
1,049,563
146,404
181,356
4,577,242
1,287,635
553,409
1,458,174
949,585
2,338,904
600,283
770,824
124,005
354,241
216,177
730,896
292,509
147,481

Same as general
transactions

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"
5.16%
0.95%
42.91%
5.68%
37.89%
4.24%
2.18%
0.64%
0.39%
0.97%
2.03%
1.01%
1.53%
4.64%
0.47%
1.10%
1.03%
5.44%
2.86%
3.87%
0.54%
0.55%
16.89%
3.88%
1.67%
5.38%
2.86%
95.54%
98.27%
2.84%
0.37%
1.31%
0.65%
2.70%
0.88%
0.54%

Note 1: The number should be filled in as follows:

  1. 0 refer to parent company

  2. Subsidiaries are numbered by company, starting with the Arabic numeral 1.

Note 2: The type of relationship with the counterparty is indicated below:

  1. Parent company to subsidiaries

  2. Subsidiaries to parent company

  3. Subsidiaries to subsidiaries

256

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

(2) Information on Reinvestment Business:

Information on the Company’s investees in 2022 was as follows (excluding investees in China):

China): China): China): China):
Unit: NT$1,000
Name of the
company
investing
Name of investee
company
Location Main business Initial investment amount
(Note 1)
Shares held at the end of the fiscal period Maximum
shareholding or
capitalization
in the period

Gain/loss of
investee
company in
the fiscal
period
Gain/loss in
the investment
recognized in
the fiscal
period

Remarks
End of this
period
End of the
previous year

Shares
Percentage Book value
The Company
"
"
"
"
"
"
"
"
"
Lotes Investment
Ltd.
Good Hope
Investments
Limited
"
Guansi
Development
Co., Ltd.
Zhaxi
Investment Co.,
Ltd.
Jiayu Investment
Co., Ltd.
"
"
Lotes Investment
Ltd.
Good Hope
Investments Limited
Guansi
Development Co.,
Ltd.
Zhaxi Investment
Co., Ltd.
Jiayu Investment
Co., Ltd.
Lotes USA, Inc.
LOTES EU GmbH
Lerain Technology
Co., Ltd.
Lomites Co., Ltd.
LOTES VIET NAM
COMPANY
LIMITED

Loteson
International
Investments Limited
Xincheng
Development Co.,
Ltd.
REKA Technology
Co., Ltd.
Jae You Co., Ltd.
Wangden
Investments Limited

Ememe Robot Co.,
Ltd.
Compertum
Microsystems Inc.
Good News Medical
Co., Ltd.
Samoa

"
"
Anguilla
Taiwan
America
Germany
Taiwan
"

Vietnam

Hong Kong
Samoa
Hong Kong
"

"
Taiwan
"

"
Holding and
investment
"
"
"
General
investment
Market
development
Market
development
Design, test and
sale of chips
Manufacturing
and trading of
mechanical
equipment and
electronic parts
Manufacturing
of connectors
for the
information
industry,
communications
industry, and
consumer
electronics
industry
Holding and
investment
Sales of
connectors for
the information
industry,
communications
industry, and
consumer
electronics
industry
Sales of
connectors for
the information
industry,
communications
industry, and
consumer
electronics
industry
Holding and
investment
Holding and
reinvestment
Manufacturing
of electrical and
audio-visual
electronic
products
Manufacturing
of electronic
components
Manufacturing
and sales of
machinery and
equipment,
electronic
components,
and optical
instruments
799,996
12,323
614,704
15,355
690,000
76,775
3,272
47,321
124,900

1,295,962
799,996

3,071

3,110
614,715
15,355
69,600
60,866
6,360

721,064

11,107

554,055

13,840

690,000

69,200

3,132

47,321

25,000

497,825

721,064

2,768

2,803

554,064

13,840

69,600

43,880

6,360

26,050,000

401,281

20,016,426

500,000

69,000,000

2,500,000

100,000

4,732,059

12,490,000

42,200,000

26,050,000

100,000

101,281

20,016,756

500,000

6,960,000

4,331,380

636,000
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
15.74%
99.92%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
94.37%
31.78%
25.44%
8,437,726
1,847,445
3,560,292
181,559
1,483,589
85,782
4,162
29,205
107,072
1,202,687
8,892,618
1,375
896,459
3,588,371
181,559
(8,170)
20,909
3,938

100.00%

100.00%

100.00%

100.00%

100.00%

100.00%

100.00%

16.40%

100.00%

100.00%

100.00%

100.00%

100.00%

100.00%

100.00%

94.37%

31.78%

25.44%

2,066,102

94,224

869,517

19,619

255,562

(1,298)

110

(137,312)

(12,736)

(48,498)

2,066,102

(65)

94,289

869,517

19,619

(75)

(44,533)

(4,570)

1,838,979

94,224

869,646

19,619

256,306

(1,298)

110

(20,352)

(12,120)

(48,498)

2,066,102

(65)

94,289

869,517

19,619

(71)

(13,932)

(1,163)
Note 2

Note 2




Note 2









257

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

Jiayu Investment
Co., Ltd.
Lintes
Technology Co.,
Ltd.
"
"
Lintes
Technology Co.,
Ltd.
"
Jilong Co., Ltd.

Lintes Technology
Co., Ltd.
Genie Precision
Machine Co., Ltd.
Compertum
Microsystems Inc.
Lerain Technology
Co., Ltd.
Jilong Co., Ltd.
LINTES
TECHNOLOGY
(THAILAND) CO.,
LTD.
Rihui Co., Ltd.
Taiwan
"
"
"
Samoa
Thailand
Samoa
Manufacturing
of electronic
parts and
components,
other electrical
and electronic
machinery and
equipment
Manufacturing
and sales of
optical molds
Manufacturing
of electronic
components
Design, test and
sale of chips
Holding and
reinvestment
Trading of
electronic
components
Holding and
reinvestment
616,919
164,833
20,279
5,471
152,015
57,222
152,015

486,926

164,833

14,620

5,471

137,016

-

137,016

31,081,140

14,671,000

1,443,135

547,059

4,950,000
6,400,000

4,950,000
50.24%
60.00%
10.59%
1.82%
100.00%
100.00%
100.00%
1,363,117
219,258
6,966
3,412
479,631
56,988
479,631

52.13%

60.00%

10.59%

1.90%

100.00%

100.00%

100.00%

570,248

36,102

(44,533)

(137,312)

228,056

(224)

228,056

289,750

21,035

(4,642)

(2,494)

219,063

(224)

219,063
Note 2



Note 2

Note 2

Note 1: The original investment amount was converted into New Taiwan dollars using the exchange rate at the balance sheet date.

Note 2: The investment income or loss recognized in the current period includes adjustments for unrealized gains or losses from intercompany transactions.

258

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

  • (3) Investment in China:

  • Names of investee companies in Mainland China, major business activities, and other related information:

other related information: other related information: other related information: other related information: other related information:
Unit: NT$1,000
Name of investee
company in
Mainland China
Main business Paid-in capital
(Note 3)
Investme
nt
method
(Note 1)
Accumulated
investment
amount remitted
from Taiwan at
the beginning of
the fiscal period
(Note 3)
Amount remitted or
recovered
Accumulated
investment
amount remitted
from Taiwan at
the end of the
fiscal period
(Note 3)
Gain/loss of
investee
company in the
fiscal period

Shareholdin
g ratio
Gain/loss in
investment
recognized in
the fiscal
period
(Note 2)
Carrying
amount of
investment
at the end of
the fiscal
period

Investment
income
remitted back
to Taiwan by
the end of the
fiscal period


Amount
remitted or
recovered
Remitted Recovered
Lotes Guangzhou
Co., Ltd.
Lotes Suzhou Co.,
Ltd.
Zongka Technology
(Shenzhen) Co., Ltd.
Lotes Hengnan Co.,
Ltd.
Lintes Technology
(Suzhou) Co., Ltd.
Shenzhen DeYi
Automation
Equipment Co., Ltd.
Lotes Zhongshan
Co., Ltd.
Zhongshan Dezhi
Metal Surface
Treatment Co., Ltd.
Hengnan Deyi
Property
Development Co.,
Ltd.
Zhongshan Jinmeida
Metal Surface
Treatment Co., Ltd.
Zhongshan DeZhi
Real Estate
Development Co.,
Ltd.
Guangzhou Leside
Technology Co.,
Ltd.
Chongqing Fuxinrui
Electronic
Technology Co.,
Ltd.
Manufacturing of connectors for
the information industry,
communications industry, and
consumer electronics industry
Manufacturing of connectors for
the information industry,
communications industry, and
consumer electronics industry

R&D of electronics, import and
export of raw materials of plastic
products and plastic products
Manufacturing of connectors for
the information industry,
communications industry, and
consumer electronics industry
Development and production of
the measurement instruments for
optical communication, optical
transceivers of 10GB/s or above
and relevant technical support
Manufacturing of robotic arms,
automation equipment and
relevant components
Manufacturing connectors for
telecommunication industry and
for consumer electronics industry,
and manufacturing of robotic
arms, automation equipment and
relevant components
Surface treatment of metal
products and plastic products
Development of real estate, lease
of premises, landscape design and
interior decorating

Surface treatment of metal
products and plastic products
Real estate development, house
rental, landscape design, and
interior decoration
Research, testing and development
R&D and sales of electronic
components, automobile
components and accessories,
computers and accessories,
development of molds and the
import and export of goods and
technologies
819,957
613,869
15,355
1,153,058
152,015
110,235
2,557,452
268,973
101,416
36,510
251,336

20,724
7,055

(2)

(2)

(2)

(3)

(2)

(3)

(3)

(3)

(3)

(3)

(3)

(3)

(3)
783,105
613,869
15,355
-
152,015
-
-
-
-
-
-
-
-

-

-

-
-

-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
783,105
613,869
15,355
-
152,015
-
-
-
-
-
-
-
-

2,066,102

869,517

19,619
31,167

213,545
17,444
1,047,138
19,848
911
(5,588)
(77)
56,986
441

100.00%

100.00%

100.00%

100.00%

50.24%

100.00%

100.00%

100.00%

100.00%

100.00%

100.00%

100.00%

51.00%
100.00%
100.00%
100.00%
100.00%
52.13%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
51.00%
1,838,974
869,647
19,619
50,725
102,764
17,444
1,047,138
19,848
379
(8,409)
(77)
56,986
225

8,437,677

3,560,253

181,559

1,533,690

274,571

153,544

3,889,209

272,603

100,033

95,678

251,259

114,596

1,693

-

-

-

-

-

-

-

-

-

-

-

-

-

Note 1: There are six types of investments:

  • (1) Investment in Chinese Corporation via Third Region Remittance.

  • (2) Establishment of a company to reinvest in a continental company through a third regional investment.

  • (3) Reinvest in Chinese companies by re-investing in existing companies in third regions.

  • (4) Direct Investment

  • (5) Others.

  • (6) N/A.

Note 2: The investment gain or loss recognized in the current period has been reconciled with the unrealized gain or loss from intercompany transactions.

Note 3: The balance sheet date exchange rates are used to translate the paid-in capital and remittance of cumulative investment amounts into New Taiwan dollars.

259

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

2. Investment ceiling in Mainland China:

Company name
Accumulated amount remitted
from Taiwan at the end of the
fiscal period
for investment in Mainland China
(Note 1)

Investment amount
approved by Investment
Commission, MoEA
(Note 1)

Investment ceiling in
Mainland China
according to the
regulations made by
Investment Commission,
MoEA
LotesCo.,Ltd. $1,412,329thousand $1,561,637 thousand $13,684,385thousand
Lintes
Technology
Co.,Ltd.
$152,015 thousand $152,015 thousand $1,627,959 thousand

Note 1: The conversions to NTD were made at the exchange rates prevailing on the balance sheet date.

3. Significant transactions with the investee companies in China:

Please refer to the “Information on Significant Transactions” and “Business Relationships and Significant Transactions between Subsidiaries and Parents” for details of significant direct or indirect transactions between the Company and its investees in Mainland China in fiscal 2022, which have been eliminated in the preparation of the consolidated financial statements.

(4) Information on Major Shareholders:

nsolidated financial statements.
mation on Major Shareholders:
Shares
**Name of Major Shareholder **
Shares held Shareholding
%
Chin-Ling Investment Co., Ltd.

10,956,237

10.16%
Jiaming Investment Co., Ltd.

9,797,037

9.08%
Cathay Life Insurance Co., Ltd.

5,488,640

5.09%
New Labor Pension Fund 1st Fubon Discretionary
Investment Account in 2021
7,497,959
6.95%

Note:

  • (1) The information on major shareholders in this table is based on the last business day of each quarter and is calculated based on the total number of common shares and preferred shares held by shareholders who have completed the delivery of unregistered shares (including treasury shares) of the Company of at least 5%. The number of shares recorded in the Company’s financial statements and the actual number of shares delivered without physical registration may differ depending on the basis of computation.

  • (2) The above information is revealed by the trustee’s opening of a trust account with individual subaccounts of the principal if the shareholder has delivered his or her shares to the trust. As for any shareholder holding more than 10% of the shares of the Company in accordance with the Securities and Exchange Act, the shareholdings include its own shares plus the shares it has delivered to the trust and has the right to decide on the use of the trust property, etc. Please refer to the Market Observation Post System for information on insider shareholdings.

260

XIV. Segmental Information

(1) General information

The Company’s main business is the trading of various hardware and tool parts, the manufacturing, processing and trading of various terminals and their finished connectors, the import and export trade of the preceding items, and the agency of the preceding items related to domestic and foreign manufacturers’ products in the tender quotation and distribution business.

(2) Information on reportable segment profit or loss, assets, liabilities and their measurement basis and reconciliation

The Consolidated Company’s major decisions are based on the performance appraisal and resource allocation by the production regions. After analysis, the two regions meet the conditions of consolidation into a single operating segment, therefore the Consolidated Company as a whole is a single operating segment, and the information of segment profit or loss, segment assets and segment liabilities are consistent with the financial statements.

(3) Product and labor provision information

The Consolidated Company’s revenue information from external customers is as follows:

Product and labor 2022
$ 8,145,108
7,211,569
3,565,682
3,487,379
2,961,513
931,868
796,015
2021
5,715,874
5,643,188
3,195,511
2,991,448
2,162,309
310,135
1,373,452
21,391,917
Server
DT
NB
Strategic Projects
LINTES(High Speed Cable)
Automotive
Other
Total

$
27,099,134

(4) Geographical information

The geographical information of the consolidated company is as follows, categorized based on the geographic location of the customers.

on the geographic location of the customers.
Area
Revenue from external customers:
Taiwan
Mainland China
Other
Total
Non-current assets
Taiwan
Mainland China
Other
Total
2022
$ 4,182,196
19,633,031
3,283,907
2021
2,370,643
16,171,822
2,849,452
21,391,917
1,011,079
7,842,858
420,677
9,274,614

27,099,134

$ 1,464,157
8,365,737
1,079,935

$
10,909,829

261

VII. Review Analysis of Financial Position and Operating Performance and Risk Issues

1. Financial position

ancial position
Unit: NT$ thousand
Item Year
2021
2022 Difference
Amount
%
Current assets 16,959,937
22,090,479

5,130,542

30.25%
Property, plant and equipment 6,882,186
8,871,880

1,989,694

28.91%
Intangible assets 205,584
182,069

-23,515

(11.44% )
Other assets 822,486
775,192

-47,294

(5.75% )
Total assets 26,419,391
33,295,640

6,876,249

26.03%
Current liabilities 7,004,306
8,097,597

1,093,291

15.61%
Non-current liabilities 1,360,381
689.430

-1,359,692

(99.95%)
Total liabilities 8,364,687
8,787,027

422,340

5.05%
Share capital 1,059,779
1,068,762

8,983

0.85%
Capital reserves 5,283,698
6,307,022

1,023,324

19.37%
Retained earnings 11,200,170
15,761,019

4,560,849

40.72%
Other equity (682,333)
(339,030)

343,303

50.31%
Equityto theparent company 16,862,481
22,807,309

5,944,828

35.25%
Non-control equity 1,192,223
1,701,304

509,081

42.74%
Total of equity 18,054,704
24,508,613

6,453,909

35.75%

Main causes and effects of changes of more than 20% and amounting to NT$10 million:

  1. Current Assets: The increase in current assets was mainly due to an increase in the scale of operations, leading to an increase in cash and cash equivalents as well as receivables.

  2. Property, Plant, and Equipment: The increase in property, plant, and equipment was mainly due to expanding operations, leading to the addition of equipment and expansion of factories.

  3. Total Assets: The total assets increased primarily due to the expansion of business scale, increasing both current and fixed assets.

  4. Non-Current Liabilities: The non-current liabilities primarily decreased in 2022 due to the conversion of corporate bonds into equity.

  5. Other Equity: Changes in foreign operating entities' conversion adjustments led to changes in other equity due to exchange rate fluctuations.

  6. Retained Earnings: The main reason for the increase was profit growth, leading to an increase in net income for the period.

  7. Equity Attributable to Owners of Parent Company: The main reasons were profit growth and an increase in net income for the period, as well as the issuance of new shares through negotiated cash capital increase.

  8. Non-controlling Interests: Non-controlling interests increased primarily due to profit and asset scale improvements in invested companies.

  9. Total Equity: The main reasons were company profit growth and an increase in the scale of assets.

262

2. Operating performance

(1) Comparative analysis table of operating performance

Unit: NT$ thousand

Year Difference Difference
2021 2022
Item Amount %
Net operating revenue 21,391,917
27,099,134

5,707,217

26.68%
Operating cost 12,834,611
15,161,454

2,326,843

18.13%
Gross profit 8,557,306
11,937,680

3,380,374

39.50%
Operating expense 4,198,039
4,668,794

470,755

11.21%
Operating profit 4,359,267
7.268.886

2,909,619

66.75%
Non-operating income/expenses 180,931
919,681

738,750

408.30%
Net income before tax for
continuingoperations
4,540,198
8,188,567

3,648,369

80.36%
Income tax (expense) benefit -1,021,167
-1,782,155

(760,988)

74.52%
Net profit for the period 3,519,031
6,406,412

2,887,381

82.05%
Other comprehensive income -84,179
345,772

429,951

510.76%
Total comprehensive income 3,434,852
6,752,184

3,317,332

96.58%
Net income attributed to
owners of theparent company
3,472,201
6,254,263

2,782,062

80.12%
Net income attributed to
non-controllinginterest
46,830
153,149

106,319

227.03%
EPS 33.32
58.70

25.38

76.17%

Main causes and effects of changes of more than 20% and amounting to NT$10 million:

  1. Operating Revenue: The operating revenue increased, mainly due to the expansion of operations and a higher penetration rate of new products in 2022.

  2. Gross Operating Profit: The gross operating profit increased, primarily due to the expansion of operations and higher penetration rate of high-margin new products in 2022, leading to growth in the gross operating profit.

  3. Net Operating Profit: The net operating profit increased, mainly because the scale of operations increased in 2022 and the increase in gross profit was greater than the increase in operating expenses, resulting in significant growth in net operating profit.

  4. Non-operating Income and Expenses: The main reason is the significant increase in foreign exchange gains in 2022, leading to a significant increase in non-operating income and expenses.

  5. Pre-tax Net Profit from Continuing Operations: The primary reason is the increase in the scale of operations and gross profit margin in 2022, leading to a significant increase in pre-tax net profit. 6. Income Tax (Expense) Benefit: Mainly due to the rise in operational scale in 2022, leading to a significant increase in profits and a corresponding increase in income tax provisions.

  6. Net Profit for the Period: The main reason is the increase in the scale of operations in 2021, leading to a significant increase in net profit for the period.

  7. Total Comprehensive Income for the Period: The total comprehensive income for the period increased mainly due to the rise in the scale of operations and significant profit increase in 2022. 9. Net Profit Attributable to Owners of the Parent: The net profit attributable to owners of the parent increased mainly due to the rise in the scale of operations and significant profit increase in 2022. 10. Net Profit Attributable to Non-controlling Interests: Mainly due to the significant profit of the investee company Jiabase using the equity method in 2022 compared to 2021, leading to an increase in profit attributable to non-controlling interests.

  8. Earnings per Share: Mainly due to the rise in the scale of operations and gross profit margin in 2022, leading to a significant profit increase.

3. Cash flow

(1) Analysis of changes in cash flows for the most recent years

==> picture [408 x 40] intentionally omitted <==

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

Year Increase (decrease)
2021 2022
Item
proportion %
----- End of picture text -----

263

Cash Flow Ratios
38.40
95.50

148.70%
Cash flow fair value ratios
75.53
95.45

26.37%
Cash reinvestment ratio
5.89
20.62

250.08%

(1) Cash Flow Ratio (%): The cash flow ratio significantly increased in 2022, mainly due to a significant increase in cash flow from operating activities and a noticeable increase in current liabilities.

(2) Cash Flow Adequacy Ratio (%): The cash flow adequacy ratio increased in 2022, primarily due to an increase in cash flow from operating activities over the past five years.

(3) Cash Reinvestment Ratio (%): Mainly because the cash flow adequacy ratio significantly increased in 2022, primarily due to a significant increase in cash flow from operating activities and a noticeable increase in capital expenditure for property, plant, and equipment.

(2) Liquidity improvement plan:

The Company had a net cash inflow from operating activities in 2022 and therefore did not have a liquidity deficit that affected operating activities.

  • (3) Analysis of changes in cash flows in the coming year.

The Company's operating scale and profitability have grown steadily and is expected to maintain a steady net cash inflow from operating activities in the coming year. The Company will adjust its production and sales operations in response to the global economic situation, and take into account the future trend of product development to replace old equipment with new equipment, and expects that capital expenditures and working capital requirements will be met by its own funds; if there is still a need for funds, the Company will take into account market conditions and the cost of raising funds to effectively cover the need by borrowing from existing banks and raising funds through equity issuance.

4. The impact of major capital expenditures in the most recent year on financial operations: None.

5. The main reasons for the most recent annual reinvestment policy and profit or loss, improvement plans and investment plans for the coming year:

Unit: NT$ thousands

Name of Investing
Company
Investing
amount as of
2022/12/31
Investing
policy
Investment
income
recognized
during the
period
Main reasons for
gain or loss
Improvement
plans
Other
investme
nt plans
for the
future
Lotes Investment
Ltd
799,996 Investment 1,838,979 Deepening and
Expanding Markets
byinvesting
- -
JIA WANG
Investment INC.
12,323 Investment 94,224 Deepening and
Expanding Markets
byinvesting
- -
Guan Si
Development INC.
614,701 Investment 869,646 Deepening and
Expanding Markets
byinvesting
- -
JA XI Investment
INC.
15,355 Investment 19,619 Deepening and
Expanding Markets
byinvesting
- -
JIA YU Investment
INC.
690,000 Investment 256,306 Deepening and
Expanding Markets
byinvesting
- -
LOTES USA ,Inc 76,775 Business
Maintenance
and
Development
(1,298) Maintain customer
relationships
- -
LOTES EU Gmbh 3,272 Business
Maintenance
and
Development
110 Maintain customer
relationships
Lerain Technology
Co., Ltd.
47,321 IC design,
testing and
sales
(20,352) Still in its early
stage of
establishment, the
operational benefits
are notyet visible

264

Lomites Co., Ltd 124,900 Manufacture
and sale of
machinery
and
electronic
components
(12,120) Still in its early
stage of
establishment, the
operational benefits
are not yet visible
LOTES Viet Nam
Co,Ltd
1,295,962 Connector
manufacturin
g for the
information
industry,
communicati
ons industry
and
consumer
electronics
industry
(48,498) Still in its early
stage of
establishment, the
operational benefits
are not yet visible

6. Analyze and assess the following risks for the most recent year and up to the date of publication of the annual report: (1) Effect of interest rates, exchange rate changes, inflation on the Company's profit or loss and future response

measures:

  • 1) Effect of interest rate changes on the Company's profit or loss and future response measures

    • Changes in the Company's interest income and expenditure for the last two years

Unit: NT$ thousands

Unit: NT$ thousands Unit: NT$ thousands
Item 2021 2022
Amount % Amount %
Operatingrevenue 21,391,917
100.00%

27.099,134

100.00%
Operating profit 4,359,267
21.47%

7,268,886

26.82%
Interest (14,310)
(0.07%)

(8,308)

(0.03%)

The Company's interest income (expense) as a percentage of operating revenue and operating profit was insignificant and had no significant impact on profit or loss.

  • Future response measures

  • The Company has exclusive personnel to observe the fluctuation of the exchange rate from time to time, and intends to consider the effect of exchange rate changes when quoting prices; and to appropriately retain the foreign currency portion of sales revenue to meet the foreign currency purchase expenses in order to achieve the automatic hedging function.

  • The Company will adopt hedging strategies for derivative financial instruments, such as pre-sale or pre-purchase of forward exchange, in order to hedge the related exchange rate risk in order to minimize the impact of exchange rate changes on the Company's profit or loss, depending on the changes in the currency exchange market and currency exchange funds requirements.

  • (3)The effect of inflation on the Company's profit or loss for the most recent year and up to the date of publication of the Company's prospectus and future response measure:

The Company is always aware of market price fluctuations to determine its purchasing policies and maintains good interaction with its suppliers and customers, therefore there are no events that have a significant impact on inflation.

  • (2) Policies, principal reasons for gains or losses from engaging in high-risk, leveraged investing, lending of funds to others, endorsement guarantees and derivative transactions and future response measures:

  • As of the end of 2022, the Company had loaned $0 thousand to others.

The Company recorded $1,394,645 thousand of guarantees for others at the end of 2022, which was to endorse bank loans for the working capital needs of its subsidiaries. The related loans and guarantees were performed in accordance with the "Control over Loans and Endorsements of Funds" established by the Company.

  • (3) Future R&D plans and estimated R&D costs:

Our future product development and design direction: board-to-board connectors will be designed for high-frequency high speed, small pitch, low height, SMT design volume minimization; I/O connectors will be designed for interface connectors Fine Pitch, thin design and high-frequency high speed; memory card connectors will be designed for integration of multi-card all-in-one design, enhance battery connector volume minimization and custom design; wireless network connectors with wireless network product development and design, computer peripheral connectors for consumer electronics (HDMI DVI phones), automotive, server, medical and communication connectors will also be the development focus.

265

In the coming year, the Company will not only continue to increase the investment in R&D expenses, but will also continue to improve the production efficiency with the accumulated R&D results in the long term in order to gain a competitive advantage in the market; in 2022, the Group's R&D expenses are expected to be approximately NT$2,300,000 thousand, which is expected to account for 8% of the current year's operating revenue.

  • (4) Effect of significant domestic and international policy and legal changes on the Company's financial operations and response measures:

  • The Company is always aware of important policy and legal changes in domestic and foreign countries, and takes

  • the initiative to take appropriate measures in a timely manner. In recent years, the Company has not been subject to significant policy and legal changes both domestically and internationally that have materially affected its financial operations.

  • (5) Effect of technological and industrial changes on the Company's financial operations and response measures:

The Company has always been committed to technology research and development to improve yield and continues to innovate high value-added connector products, therefore, technology changes have a positive effect on the Company's financial business and the Company will continue to maintain its leading position in R&D and technology.

  • (6) Effect of corporate image changes on corporate risk management and response measures:

The Company adheres to the business philosophy of "teamwork, enthusiasm, efficiency, innovation" and has a good corporate image, and became a listed company in 2007 which is expected to attract more outstanding talents to enter the company's service, strengthen the strength of the operating team, and then return the operating results to the shareholders and fulfill the corporate social responsibility. So far, no incidents that damage the corporate image have occurred.

  • (7) Expected benefits and possible risks of mergers and acquisitions: None.

  • (8) Expected benefits and possible risks of plant expansion: None.

  • (9) Risk of concentration of imports or sales: None.

  • (10) Effects or risks on the issue that large numbers of shares are transferred or replaced by directors, supervisors or major shareholders holding more than 10% of company shares: None.

  • (11) The effects and risks of changes in management on the Company: None.

  • (12) In the event of litigation or non-litigation, the Company and its Directors, Supervisors, Presidents, substantially responsible persons, majority shareholders holding more than 10% of the shares and affiliated companies shall disclose the material litigation, non-litigation or administrative dispute that has been adjudicated or is still pending, the outcome of which may have a material impact on shareholders' interests or the price of securities, the facts in dispute, the amount of the subject matter, the date of commencement of the litigation, the principal parties involved and the disposition of the matter as of the date of publication of this annual report: None.

  • (13) Other significant risks: None.

7. Other important matters: None

266

VIII. Special Notes

1. Related information of affiliates

(1) Affiliates' organizational chart

==> picture [760 x 422] intentionally omitted <==

267

(2) Basic information of each affiliates:

Name of Company Incorporatin
g date
Address Paid-in
**Capital **
Major operations or production items
LOTES
INVESTMENTS
LIMITED
2003/9/5 Offshore Chambers, P.O. Box217, Apia, Samoa 799,996 Engaged in holding and reinvestment
activities
Good Hope
InvestmentsLimited
2003/3/21 Offshore Chambers, P.O. Box217, Apia, Samoa 12,323 Engaged in holding and reinvestment
activities
Guan Si Development
Co,Ltd.
2003/11/18 Offshore Chambers, P.O. Box217, Apia, Samoa 614,704 Engaged in holding and reinvestment
activities
Zha Xi Investments
Ltd.
2005/12/22 P.O.BOX850, Offshore Incorporation Centre,
The Valley,Anguilla,BritishWestIndies
15,355 Engaged in holding and reinvestment
activities
Jiayu Investment Co.,
Ltd.
2008/7/4 4F., No. 15, Wuxun St., Anle Dist., Keelung City 690,000 Engaged in holding and reinvestment
activities
LOTES USA,INC. 2012/4/1 888SW Fifty Avenus, Suite 800,Portland, OR
97204U.S.A
76,775 Market development
LOTESEU,GmbH 2018/2/27 Hessenring119-121, 61348BadHomburg 3,272 Market development
LOTES VIETNAM
COMPANY LIMITED
2021/4/23 LOT E1, LIEN HA THAI INDUSTRIAL PARK,
THUY LIEN COMMUNE, THAI THUY
DISTRICT,
THAI BINH PROVINCE, VIETNAM Công ty
TNHH Lotes Việt Nam
1,295,96
2
Manufacturing of connectors for the
information industry, communications
industry and consumer electronics industry
LOTES
INVESTMENT Ltd.
2007/10/15 Unit 1405-1406, Dominion Centre, 43-59
Queen'sRoadEast, Wanchai,H.K
799,996 Engaged in holding and reinvestment
activities
Lotes Guangzhou Co.,
Ltd.
1993/1/28 No. 526, Jinling North Road, Bantu Management
Zone, Nansha Economic and Technological
DevelopmentZone, Guangzhou
819,957
Manufacturing of connectors for the
information industry, communications
industry and consumerelectronicsindustry
Lotes Hengnan Co.,
Ltd.
2010/5/17 Yunji Avenue, New County Industrial Park,
Henan County, Hengyang City, Hunan Province
1,153,05
8

Manufacturing and selling of connectors
for the information industry,
communications industry and consumer
electronicsindustry
Shenzhen Deyi
Automation
Technology Co.,Ltd.
2014/5/13 No. 522, Block C, Section D, Industrial Plant,
Area 71, South Side of East Second Road, Xin'an
Street,Bao'an District, ShenzhenCity
110,235 Production of industrial robots, automation
equipment and their components.
Lotes Zhongshan Co.,
Ltd.
2016/05/12 No.12, Jinhui Road, Triangle Town, Zhongshan
City
2,557,45
2
R&D, production and management of
electronic components and assemblies,
calculator parts, molds, industrial robots,
intelligent floor sweeping robots and
components, intelligent industrial cameras;
engaged in electronic, communication and
automatic controltechnologyR&D
Xin Cheng Ltd. 2003/10/16 Offshore Chambers, P.O. Box217, Apia, Samoa 3,071 Selling of connectors for the information
industry, communications industry and
consumerelectronicsindustry
Rui Jia Trading Co. 2007/11/13 Unit 1405-1406, Dominion Centre, 43-59
Queen's Road East, Wanchai, H.K
3,110 Selling of connectors for the information
industry, communications industry and
consumerelectronicsindustry
Jae You Co., Ltd. 2007/10/29 Unit 1405-1406, Dominion Centre, 43-59
Queen'sRoadEast, Wanchai,H.K
614,715 Engaged in holding and reinvestment
activities
Lotes Suzhou Co., Ltd. 2003/7/10 No.26, Caohu Avenue, Xiangcheng Economic
Development Zone, Suzhou, Jiangsu Province
613,869 Manufacturing of connectors for the
information industry, communications
industryand consumer electronics industry
Wangden Investments
Co.,Ltd.(HK)
2007/10/12 Unit 1405-1406, Dominion Centre, 43-59
Queen'sRoadEast, Wanchai,H.K
15,355 Engaged in holding and reinvestment
activities
Tsongkha Technology
(Shen Zhen) Co., Ltd.
2006/5/15 No. 528, Block C, Section D, Industrial Plant,
Area 71, South Side of East Second Road, Xinan
Street Office,Baoan District, ShenzhenCity
15,355 Engaged in R&D of electronic products,
plastic raw materials and their products,
import and export business
Ememe Robot Co.,
Ltd.
2010/6/22 13F.-1, No. 716, Zhongzheng Rd., Zhonghe
Dist., NewTaipeiCity
69,600 Engaged in the manufacturing of electrical
and audio-visualelectronic products
Lintes Technology Co.,
Ltd.
2011/8/22 2F.-1, No. 268, Liancheng Rd., Zhonghe Dist.,
New Taipei City
616,919 Engaged in the manufacturing of electronic
components, other electrical and electronic
mechanicalequipment
Jilong Co., Ltd. 2011/6/16 Offshore Chambers,P.O.Box 217 ,Apia ,Samoa 152,015 Engaged in holding and reinvestment
activities
Sunmax Technology
Co.,Ltd.
2011/11/8 Offshore Chambers,P.O.Box 217 ,Apia ,Samoa 152,015 Engaged in holding and reinvestment
activities
Lintes Technology
(Suzhou) Co., Ltd.
2012/3/14 No.26, Caohu Avenue, Xiangcheng Economic
Development Zone, Suzhou
152,015 Development and production of optical
communication measuring instruments and
optical transceivers with speeds of 10GB/S
and above and technical services for the
above products
Guangzhou Leside
Technology Co.,Ltd.
2015/2/27 Room 603, No.5, Shuang Shan Avenue, Nansha
District, Guangzhou
20,724 Research and experimental development
Chongqing Fuxinrui
Techmology Co., Ltd.
2018/12/27 No. 6, Yingchun Road, Nanan District,
Chongqing City
7,055 Development and sale of electronic
components, automotive parts and
components, calculators and components,
mold development and import and export
ofgoods and technologies
Hengnan Deyi
PropertyDevelopment
2018/5/18 No. 120, Yunji Avenue, Yunji Town, Henan
County,Hengyang City,Hunan Province
101,416 Property development, home rental,
landscaping andinteriordecoration

268

Co.,Ltd.
Compertum
MicrosystemsInc.
2019/11/5 13F.-1, No. 716, Zhongzheng Rd., Zhonghe
Dist., NewTaipeiCity
136,310 Engaged in the manufacturing of electronic
components
Zhongshan Dezhi
ArtificialCo.,Ltd.
2016/3/24 1F., No.8, Ruifeng Road, Triangle Town,
Zhongshan
268,973 Surface treatment for all kinds of hardware
and plastic products
Zhongshan Jinmeida
Metal Surface
Treatment Co.
2002/7/11 1, No. 2, Ruifeng Road, Zhongshan City,
Guangdong Province
36,510 Surface treatment for all kinds of hardware
and plastic products
Lerain Technology
Co.,Ltd.
2020/1/2 13F-1, No.716, Zhongzheng Rd., Zhonghe Dist.,
NewTaipeiCity
300,679 Chip design, testing and sales
Genie Precision
Machining Co.,Ltd.
1986/10/3 No.4 Alley 704, Heping Rd., Bade Dist.,
TaoyuanCity,Taiwan R.O.C.
244,500 Engagement in optical mold manufacturing
and trading
Good News Medical
Co., Ltd.
2020/4/22 4F No.15 Wuhsun St., Anle Dist., Keelung City 25,000 Manufacture and sale of machinery and
equipment, electronic parts and
components, and optical instruments
Lomites Co., Ltd. 2020/12/21 9F No. 87-5, Kuangming 6th Rd., Zhubei City,
Hsinchu County
125,000 Manufacture and sale of machinery and
equipment, electronic parts and
components, and optical instruments

(3) Same shareholder information as those presumed to have a controlling and subordinate relationship: None.

(4) Information on Directors, Supervisors and Presidents of affiliates

Unit: shares

Nature Name of Company Title Name or representative Shareholding Shareholding
Shares Shareholding %
Controlling Lotes Co., Ltd. Chairperson Jiaming Investment Ltd. Legal
Representative: Chu, Te-Hsiang
9,797,037 9.23
Director Jiaming Investment Ltd. Legal
Representative: Ho, Te-Yu
9,797,037
9.23
Director Hsieh, Chia-Ying 0 0
Director Chu, Chien-Chung 0 0
Director Wang, Jen-Chun 0 0
Director Chiang, I-Cheng 0 0
Director Wu, Chang-Hsiu 0 0
President Ho, Te-Yu 473,899 0.43
Subsidiary LOTES INVESTMENTS
LIMITED
Director Lotes Co., Ltd. Legal
Representative: Chu, Te-Hsiang,
Ho, Te-Yu
26,050,000 100
Good Hope Investments
Limited
Director Lotes Co., Ltd. Legal
Representative: Chu, Te-Hsiang, Ho,
Te-Yu
401,281 100
Guan Si Development Co,
Ltd.
Director Lotes Co., Ltd. Legal
Representative:Hsu, Li-Ping
20,016,426 100
Zha Xi Investments Ltd. Director Lotes Co., Ltd.Legal Representative:
Huang, Li-Yueh
500,000 100
Jiayu Investment Co., Ltd. Chairperson Lotes Co., Ltd.Legal Representative:
Chu, Te-Hsiang
69,000,000 100
Director Lotes Co., Ltd.Legal Representative:
Ho, Te-Yu
69,000,000 100
Director Lotes Co., Ltd.Legal Representative:
Ho, Kun-Shan
69,000,000 100
Supervisor Lotes Co., Ltd.Legal Representative:
Ho, Jian-Sheng
69,000,000 100
LOTES INVESTMENT
Ltd.
Director LOTES INVESTMENTS
LIMITEDLegal Representative:
Chu-Chen, Yi-Hui
26,050,000 100
Lotes Guangzhou Co., Ltd. Chairperson LOTES INVESTMENT Ltd.Legal
Representative: Ho, Te-Yu
26,700,000 100
Director (Vice
Chairperson)
LOTES INVESTMENT Ltd.Legal
Representative: Chu, Te-Hsiang
26,700,000 100
Director LOTES INVESTMENT Ltd.Legal
Representative: Chu-Chen, Yi-Hui
26,700,000 100
Supervisor LOTES INVESTMENT Ltd.Legal
Representative: Ho, Kun-Shan
26,700,000 100
Xin Cheng Ltd. Director Good Hope Investments Ltd. Legal
Representative: Ho, Mei-Yu
100,000 100
Rui Jia Trading Co. Director Good Hope Investments Ltd. Legal
Representative: Bao, Yu-Yi
101,281 100

269

Jae You Co., Ltd. Director Guan Si Development Co, Ltd.Legal
Representative: Ho, Jian-Sheng
20,016,756 100
Lotes Suzhou Co., Ltd. Chairperson Jae You Co., Ltd.Legal
Representative: Chu, Te-Hsiang
19,989,221 100
Director (Vice
Chairperson)
Jae You Co., Ltd.Legal
Representative: Ho, Te-Yu
19,989,221 100
Director Jae You Co., Ltd.Legal
Representative: Kung, Yung-Sheng
19,989,221 100
Supervisor Jae You Co., Ltd.Legal
Representative: Chen, Ya-Yuan
19,989,221 100
Wangden Investments Co.,
Ltd.
Director Zha Xi Investments Ltd.Legal
Representative: Lin, Yi-Jun
500,000 100
Tsongkha Technology
(Shen Zhen) Co., Ltd.
Director Wangden Investments Co.,
Ltd.Legal Representative: Wang,
Ying-Ping, Ho, Te-Yu, Lin, Ko-Lun
500,000 100
Lotes Hengnan Co., Ltd. Director Lotes Guangzhou Co., Ltd.Legal
Representative: Ho, Te-Yu, Chen,
Zhi-Yu, Lin, Ko-Lun
261,500,000 100
Lotes Hengnan Co., Ltd. Supervisor Lotes Guangzhou Co., Ltd.Legal
Representative: Lu, Chih-Cheng
261,500,000 100
Shenzhen Deyi
Automation Technology
Co., Ltd.
Director Lotes Guangzhou Co., Ltd.Legal
Representative: Wang, Ying-Ping
25,000,000 100
Shenzhen Deyi
Automation Technology
Co., Ltd.
Supervisor Lotes Guangzhou Co., Ltd.Legal
Representative: Wang, Hsi-Hung
25,000,000 100
Ememe Robot Co., Ltd. Chairperson Jiayu Investment Co., Ltd.Legal
Representative: Chu, Te-Hsiang
6,960,000 94.37
Director Jiayu Investment Co., Ltd.Legal
Representative: Tsai, Hui-Wen
6,960,000 94.37
Director Jiayu Investment Co., Ltd.Legal
Representative: Liu,Hsing-Hsia
6,960,000 94.37
Supervisor Hsu, Feng-Yu 0 0
Lintes Technology Co.,
Ltd.
Chairperson Jiayu Investment Co., Ltd.Legal
Representative: Chu, Te-Hsiang
31,075,140 51.37
Director Jiayu Investment Co., Ltd.Legal
Representative: Ho, Te-Yu
31,075,140 51.37
Director Jiayu Investment Co., Ltd.Legal
Representative: Lo, Wei-Ren
31,075,140 51.37
Director Lai, Wei-Ru 0 -
Director Ye, Jing-Zhong 0 -
Director Ling, Ge 0 -
Director Yang, Zhi-Qing 0 -
LOTES USA, INC Director Lotes Co., Ltd.Legal Representative:
Wang, Ying-Lin
2,500,000 100
Director Lotes Co., Ltd.Legal Representative:
Huang, Rui-Jin
2,500,000 100
Director Lotes Co., Ltd.Legal Representative:
Lin, Yi-Jun
2,500,000 100
LOTES EU,GmbH Chairperson Lotes Co., Ltd.Legal Representative:
Chu, Te-Hsiang
100,000 100
Director Lotes Co., Ltd.Legal Representative:
Tsai, Ming-Jui
100,000 100
Director Lotes Co., Ltd.Legal Representative:
HSIEH, JIA-XIN
100,000 100
Jilong Co., Ltd. Director Lintes Technology Legal
Representative: Chen, Ya-Yuan
4,950,000 100
Sunmax Technology Co.,
Ltd.
Director Jilong Co., Ltd.Legal
Representative: LIAO, HUI-YING
4,950,000 100
Lintes Technology
(Suzhou) Co., Ltd.
Chairperson Sunmax Technology Co., Ltd.Legal
Representative: Ho, Te-Yu
4,950,000 100
Director and
President
Sunmax Technology Co., Ltd.Legal
Representative: Lo, Wei-Ren
4,950,000 100
Director Sunmax Technology Co., Ltd.Legal
Representative: Chu, Te-Hsiang
4,950,000 100
Supervisor Sunmax Technology Co., Ltd.Legal
Representative: Bao, Yu-Yi
4,950,000 100
Lotes Zhongshan Co., Ltd. Chairperson Legal Representative: Ho, Te-Yu 600,000,000 100
Director Legal Representative: Chu-Chen,
Yi-Hui
600,000,000 100
Director Legal Representative: Ho, Hung-YU 600,000,000 100
Supervisor Legal Representative: Lin, Ya-Chi 600,000,000 100
Guangzhou Leside
Technology Co., Ltd.
Chairperson Lotes Guangzhou Co., Ltd.Legal
Representative: Wang, Ying-Ju
4,700,000 100
Supervisor Lotes Guangzhou Co., Ltd.Legal
Representative: Deng, Li-Ming
4,700,000 100
Chongqing Fuxinrui
Techmology Co., Ltd.
Chairperson Guangzhou Leside Technology Co.,
Ltd.Legal Representative: He,
Yong-Hong
1,600,000 51
Director Guangzhou Leside Technology Co.,
Ltd.Legal Representative: Deng,
1,600,000 51

270

Li-Ming
Supervisor Guangzhou Leside Technology Co.,
Ltd.Legal Representative: WANG,
HSUEH-LIANG
1,600,000 51
Hengnan Deyi Property
Development Co., Ltd.
Chairperson Lotes Guangzhou Co., Ltd.Legal
Representative: Ho, Te-Yu
23,000,000 100
Supervisor Lotes Guangzhou Co., Ltd.Legal
Representative: Lu, Chih-Cheng
23,000,000 100
Compertum Microsystems
Inc.
Chairperson Jiayu Investment Co., Ltd.Legal
Representative: Chu, Te-Hsiang
4,331,380 31.78
Director Ho, Te-Yu 600,000 4.40
Director Lo, Wei-Ren 987,095 7.24
Director LIU, JIEN-CHAN 1,210,500 8.88
Director Man Francis Piu 1,425,500 10.46
Supervisor Hsu, Feng-Yu
Zhongshan Dezhi Artificial
Co., Ltd.
Director Lotes Guangzhou Co., Ltd.Legal
Representative: Wang, Ying-Ping
6,100,000 100
Zhongshan Jinmeida Metal
Surface Treatment Co.
Director Lotes Guangzhou Co., Ltd.Legal
Representative: Wang, Ying-Ping
6,780,000 100
Lerain Technology Co.,
Ltd.
Director Lotes Co., Ltd.Legal Representative:
Chu, Te-Hsiang
4,732,059 15.74
Director Kao, Miao-Bin 4,607,941 15.33
HO, CHU-YEN 2,237,692 7.44
Chu, Pei-Hsuan 1,682,128 5.59
Director Hsu, Feng-Yu 25,947 0.09
Supervisor Chen, Ya-Yuan 5,000 0.02
Karlum Investment Co.,
Ltd.
Director Lintes Technology Co., Ltd.Legal
Representative: Chu, Te-Hsiang
0
Director Lintes Technology Co., Ltd.Legal
Representative: Lo, Wei-Ren
0
Genie Precision Machining
Co., Ltd.
Chairperson Lintes Technology Co., Ltd.Legal
Representative: Lo, Wei-Ren
14,671,000 60%
Vice Chairperson Lintes Technology Co., Ltd.Legal
Representative: Chu, Te-Hsiang
14,671,000 60%
Director Lintes Technology Co., Ltd.Legal
Representative: Wang, Tzu-Wei
14,671,000 60%
Supervisor Chu, Tzu-Chi 201,571 0.8%
Good News Medical Co.,
Ltd.
Chairperson Chu, Te-Hsiang 0
Supervisor Ho, Te-Yu 0
Lomites Co., Ltd. Chairperson Lotes Co., Ltd.Legal Representative:
Chu, Te-Hsiang
12,490,000
Director Lotes Co., Ltd.Legal Representative:
Ho, Te-Yu
12,490,000
Director Lotes Co., Ltd.Legal Representative:
Chen, Ya-Yuan
12,490,000
Supervisor Lotes Co., Ltd.Legal Representative:
Hsu, Feng-Yu
12,490,000
LOTES
VIET
NAM
COMPANY LIMITED
Chairperson Lotes Co., Ltd.Legal Representative:
Kung, Yung-Sheng
42,200,000 100

(5) Operating overview of affiliates

Unit: 1,000 NT$

Name ofCompany Capital Total Assets Liabilities Net Worth Operating
Revenue
Operating
(Loss) Gain
After tax (Loss)
Gain
EPS
1 Lotes Guangzhou Co.,Ltd. 819,957
10,493,775

2,056,098

8,437,677

11,472,196

1,608,007

2,066,102

77.38
2 Lotes Suzhou Co.,Ltd. 613,869 3,790,309 230,057
3,560,253

1,757,780

383,911

869,517

43.50
3 Good Hope Investments
Limited
12,323
1,847,445

0

1,847,445

0

0

94,224
234.81
4 LOTES INVESTMENT
Ltd.
799,996
8,437,727

0

8,437,727

0

0

2,066,103

79.31
5 Xin ChengLtd. 3,071
345,959
344,585
1,375

1,484,051

(83)
(65) (0.65)
6 Guan Si Development Co,
Ltd.
614,704
3,560,291

0

3,560,291

0

0

869,517

43.44
7 Zha Xi Investments Ltd. 15,355
181,559

0

181,559

0

0

19,619

39.24
8 Tsongkha Technology
(Shen Zhen)Co.,Ltd.
15,355
384,822

203,264

181,559
1,075,360
26,446

19,619
39.24
9 LOTES INVESTMENT
Ltd.
799,996
8,892,618

0

8,892,618

0

0

2,066,103

79.31

271

10 Wangden Investments Co.,
Ltd.
15,355
181,559

0

181,559

0

0

19,619

39.24
11 Jae You Co.,Ltd. 614,715
3,588,371

0

3,588,371

0

0

869,517

43.44
12 Rui Jia TradingCo. 3,110
4,676,944

3,780,484

896,459

16,467,434

175,798

94,289
930.96
13 Jiayu Investment Co.,Ltd. 690,000
1,484,062

3,662

1,480,400

279,444

279,267

252,373

3.66
14 Ememe Robot Co.,Ltd. 69,600
2,124

10,781

(8,657)
0
(81)
(75) (0.01)
15 Lotes Hengnan Co.,Ltd. 1,153,058
1,829,154

295,464

1,533,690

1,829,061

(25,495)
31,167
0.12
16 Lintes Technology Co.,
Ltd.
618,666
3,784,088

1,070,824

2,713,265

2,913,277

419,917

570,248

9.42
17 JilongCo.,Ltd. 152,015
479,631

0

479,631

0

0

228,057

46.07
18 Sunmax Technology Co.,
Ltd.
152,015
516,118

36,487

479,631

0

14,512

228,057

46.07
19 Lintes Technology
(Suzhou)Co.,Ltd.
152,015
1,203,450

687,332

516,118

2,458,671

223,377

213,544

43.14
20 LOTES USA Inc. 76,775
91,278

5,495

85,783

0

(46,785)
(1,298) (0.52)
21 Shenzhen Deyi Automation
TechnologyCo.,Ltd.

110,235

520,023

366,480

153,544

943,672

21,591

17,444

0.70
22 Lotes Zhongshan Co.,Ltd. 2,557,452
7,504,151

3,614,941

3,889,209

5,764,267

1,302,221

1,047,138

1.81
23 LOTES EU Gmbh 3,272
5,459
1,297
4,162

0

(8,352)
110
1.10
24 Guangzhou LeRain
Technology Co., Ltd.
20,724
776,872

662,276

114,596

1,886,487

87,488

56,986

12.12
25 Chongqing Fuxinrui
Electronic Technology Co.,
Ltd.
7,055
24,951

21,632

3,319
21,404
406

441

0.28
26 Hengnan De Yi Property
Development Co., Ltd.
101,416
100,234

200

100,034

0

(206)
911
0.04
27 Lai Da Technology Co.,
Ltd.
136,310
78,340

12,540

65,800

0

(49,357)
(44,533) (3.27)
28 Zhongshan Dezhi Metal
Surface Treatment Co.,
Ltd.
268,973
300,933

28,329

272,603

372,891

18,643

19,848

0.33
29 LeRain Technology Co.,
Ltd.
300,679 199,400
11,859
187,540
55,208

(144,744)
(137,312) (4.57)
30 Jia Yin Medical Equipment
Co., Ltd.
25,000
16,203

726

15,478

0

(80)
(4,570) (1.83)
31 Micro Point Co., Ltd. 124,900
121,099

16,633

104,466

0

(13,092)
(14,846) (1.19)
32 Lomites Co.,Ltd. 244,500
506,606

145,985

360,621

380,350

41,249
36,102
1.48
33 Zhongshan Jinmeida Metal
Surface Treatment Co.,
Ltd.
36,510
96,638

960

95,678

0

(3,653)
(5,588) (0.67)
34 LOTES VIET NAM
COMPANY LIMITED
1,295,962
1,303,425

100,738

1,202,687

12,286

(51,540)
(48,498) (11.49)
35 Zhongshan DeZhi Real
Estate Development and
Management Co.,Ltd.
251,336
251,352

93

251,259
0
(109)
(77) (0.00)
36 Lintes Technology
(Thailand)Co.,Ltd.,
57,222
57,084

95

56,988

0

(230)
(224) (0.03)

272

(6) Consolidated financial statements of affiliates:

Declaration

For the fiscal year 2022 (January 1, 2022 through December 31, 2022), the companies that should be included in the preparation of the consolidated financial statements of affiliated enterprises in accordance with the "Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises" are the same companies that should be included in the preparation of the consolidated financial statements of their parent and subsidiaries in accordance with IAS 10 approved by the Financial Supervisory Commission, and the information that should be disclosed in the consolidated financial statements of affiliated enterprises has been disclosed in the consolidated financial statements of the parent and subsidiaries previously disclosed, the Company hereby does not prepare separate consolidated financial statements of affiliated enterprises.

Company Name: Lotes Co., Ltd.

Chairperson: Chu, Te-Hsiang Date: March 21, 2023

(7) Affiliates Report: None.

2. Private placements of marketable securities as of the date of publication of the most recent year and as of the date of the annual report: None.

3. Shareholdings or dispositions of the Company's shares by subsidiaries for the most recent year and as of the date of the annual report: None.

4. Other necessary additions: None.

IX. For the most recent year and as of the date of the annual report, if any event occurred that had a significant impact on shareholders' equity or the price of securities as defined in Article 36, paragraph 2, subparagraph 2, of the Securities and Exchange Act: None

273

Lotes Co., Ltd.

Chairperson: Chu, Te-Hsiang

President: Ho, Te-Yu

274