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LOTES Annual Report 2023

Jun 18, 2024

52339_rns_2024-06-18_fcb0e476-2fe1-4b82-839a-3d49a5a9b01a.pdf

Annual Report

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Stock Code: 3533

Lotes Co., LTD

2023

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, 2024 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 19
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 45
7. Relationship among the Top Ten Shareholders 48
IV. Capital Overview 49
1. Capital and shares 49
2. Issuance of corporate bonds 53
3. Issuance of preferred shares 55
4. Issuance of global depository receipts 55
5. Employee subscription warrants 55
6. Restriction on issuing of new employee option 57
7. Share issuance of merger company 57
8. Share issuance of merger company 57
V. Overview of Business Operations 62
1. Description of the business 62
2. Overview of market, production and sales 66
3. Employee information 73
4. Disbursements for environmental protection 73
5. Labor relations 73
6. IT security management 74
7. Important contracts 75
VI. Overview of Financial Status 76
1. A condensed balance sheet and statement of comprehensive
income for the last five years with the name of the accountant and 76
his or her audit opinion
2. Five-year financial analysis 79
3. Audit Report of Supervisors for the Financial Statements 82
4. Financial Statements and Independent Auditor’s Report 83
5. Consolidated Financial Statement and Independent Auditor’s
Report
177
VII. Review Analysis of Financial Position and Operating Performance
and Risk Issues
271
1. Financial position 271
2. Operating performance 272
3. Cash flow 272
4. The impact of major capital expenditures in the most recent year
on financial operations 273
5. The main reasons for the most recent annual reinvestment policy
and profit or loss, improvement plans and investment plans for the 273
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
274
7. Other important matters 276
VIII. Special Notes 277
1. Related information of affiliates 277
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 286
report
3. Shareholdings or dispositions of the Company's shares by
subsidiaries for the most recent year and as of the date of the 286
annual report
4. Other items of description which needs to be supplemented 286
For the most recent year and as of the date of the annual report, if
IX. any event occurred that had a significant impact on shareholders'
equity or the price of securities as defined in Article 36, paragraph
286
2, subparagraph 2 of the Securities and Exchange Act

I. Letters to Shareholders

1. 2023 Report on business operations

(1) Letters to Shareholders

The Company’s consolidated operating revenue for 2023 was NT$24,483 million, a decline of 9.66% compared to the revenue of NT$27,099 million for 2022. The consolidated net profit after tax was NT$5,593 million, a decrease of 10.57% compared to the net profit after tax of NT$6,254 million for 2022, resulting in an after-tax earnings per share of NT$50.65.

Reflecting on 2023, the global economy faced significant impact and recession due to the rapid rise of high inflation rates, directly affecting the operations of the consumer and server electronics industries to which the Company belongs. Additionally, downstream customers were generally affected by high inventory adjustments, leading to a significant decline in customer demand. However, due to the gradual increase in the conversion rate of new generation server and desktop CPU platforms, along with the Company's proactive investment in the development of new products and new customers, the revenue and profit performance for 2023 showed only a slight decline, with an after-tax earnings per share of NT$50.65 still reflecting a strong profit performance.

  • (2) Operating plan implementation results and profitability analysis

  • a. Operating plan implementation results

Unit: NT$ thousands

Item 2023 2022 Increased
(decreased) amount
Increased
(decreased)
proportion
Operating
revenues
24,483,463
27,099,134

(2,615,671)

(9.66%)
Operatingcosts 13,002,401
15,161,454

(2,159,053)

(14.25%)
Grossprofit 11,481,062
11,937,680

(456,618)

(3.83%)
Net income after
tax for the
period

5,593,032

6,254,264

(661,232)

(10.57%)

b. Financial income and expenditure and profitability analysis

Item Item 2023 2022
Profitability
(%)
Return on total assets 15.85 19.34
Return on total shareholders’
equity
22.11
31.53
Percentage to
the paid-in
capital

Operating
income
623.11
674.10
Net income
before tax
674.65
759.39
Net profit margin 22.84
23.07
Earnings per share after tax 50.66
58.70

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

1

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.

  1. 2023 Operating plan and outlook

  2. (1) Management plan

  3. 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

  • I. Date of incorporation: August 23, 1986
I. Date of incorporation: August 23, 1986 Date of incorporation: August 23, 1986
II. Companyhistory
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
echnology 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.
2023 The Company conducted a cash capital increase and issued the second domestic convertible
bonds,raisingthe totalpaid-in capital to NT$1,113,209 thousand.

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 15, April 15, 2024
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, Dir
are spouses or w
ectors or Supervisors who
ithin two degrees of kinship
Remarks
Shares % Shares % Shares % Shares % Title Name Relation
Chairperson R.O.C. Jiaming Investment
Co., Ltd.
Representative:
Chu, Te-Hsiang
Male
61-70
July 16,
2021
3 93.10 10,040,037 9.70% 9,797,037 8.76% 0 0 0 0 Taishan Senior High School/ Mechanical
Department;
Lotes Co., Ltd./Chairperson
Lotes Co., Ltd./Chairperson
Lotes Suzhou Co., Ltd./Chairperson
Lintes Technology Co., Ltd./Chairperson
Compertum Microsystems Inc./Chairperson
LeRain Technology Co., Ltd./Chairperson
Lotes Guangzhou Co., Ltd./Vice Chairperson
t 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.
Representative:
Ho, Te-Yu
Male
51-60
July 16,
2021
3 October,
2004
10,040,037 9.70% 9,797,037 8.76% 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
Lotes Guangzhou Co.,
Lotes Hengnan Co., Ltd./Chairperson
Lotes Suzhou Co., Ltd./Vice Chairperson
Lintes Technology Co., Ltd./Director
Compertum Microsystems Inc./Director
Lotes ZhongshanCo.,Ltd./Director
Chairperson Chu,
Te-Hsiang
Brothers
Director R.O.C. Hsieh, Chia-Ying Male
51-60
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 InternationalCo.,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
Director R.O.C. Chu, Chien-Chung Male
51-60
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/AdjunctChair 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
51-60

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

7

Independent
Director
R.O.C. Chiang, I-Cheng Male
61-70
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
DevelopmentCommittee Member
Department of Mechanical Engineering, Chinese
Culture University/Professor
None None None
Independent
Director
R.O.C. Wu, Chang-Hsiu Female
51-60
July 16,
2021
3 July 16,
2021
0 0 0 0 0 0 0 0 Drexel University/MBA
Ding Shuo Certified Public Accountants Taipei
Branch/Chief CPA
Ding Shuo Certified Public Accountants/Partner
CPA
Department of International Business, National
Taipei University of Business /Adjunct Lecturer
Public Service Pension Fund Management
Board/ Clerk of 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
Deashine CPA Firm/CPA
High-Tek Harness Enterprise Co.,
Ltd./Independent Director
Innovation Incubation Center, National Taipei
University of Technology/Counselor
Academia-Industry Collaboration and
Technology Licensing Center, National Taiwan
Ocean University/Counselor

8

Director and Supervisor are corporate shareholders’ representatives; the major shareholders of the corporate shareholders are:

April 15, 2024

Name of Corporate Shareholder (Note 1) Name of Corporate Shareholder (Note 1) Major Shareholders of Corporate Sharholder (Note 2) Major Shareholders of Corporate Sharholder (Note 2) 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%)
Expertise and independence of the Director and Supervisor:

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.
1
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 Company Act.
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 CompanyAct.
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 CompanyAct.
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

9

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.
1

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

10

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]


Item
Name

BasicInformation

BasicInformation

BasicInformation
Background Background Experience Experience
Gender Employee
of the
Company
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]

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.

  • a. 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.

  • b. 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).

  • c. 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

11

Directors of Public Companies).

  • d. 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 15 2024

April 15 2024 April 15 2024 April 15 2024
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 0.42% 0 0.00% 15,956,237 14.26% 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 11.40% 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 0.00% 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
2,051 0.00% 0 0.00% 0 0.00% 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
0 0.00% 0 0.00% 0 0.00% Tamkang University/Department
of Accounting
TCK Technology Co., Ltd./
Financial Manager
No No No
Department of
Finance
Deputy
Manager
R.O.
C.
Liang, Shih-Yi Female June 1,
2006
0 0.00% 0 0.00% 0 0.00% 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 0.00% 0 0.00% National Taiwan
University/Master of Mechanical
Engineering
Nan Juen International Co.,
Ltd./Engineering Manager
None No No No
Business
Management
Vice President
R.O.
C.
Lin,
Ching-Hao
Male July 11,
2008
1,009 0.00% 0 0.00% 0 0.00% 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
0 0.00% 0 0.00% 0 0.00% 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 0.00% 0 0.00% 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 0.00% 0 0.00% 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
3,000 0.01% 0 0.00% 0 0.00% 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 0.00% 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
0 0.00% 0 0.00% 0 0.00% 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 0.00% 0 0.00% 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 0.00% 0 0.00% University of Michigan - Ann
Arbor/MS
FOXCONN/Engineer
Touch Micro-system / Engineer
None No No No
R&D
Department
Associate
Manager, R&D
Division II
R.O.
C.
CHANG,
WEN-CHA
NG
Male July, 2023 0 0.00% 0 0.00% 0 0.00% Kuang Lung Vocational High
School of Home Economics
and Commerce
Lotes Co., Ltd./ Manager,
R&D Division II
None No No No

14

3. Remuneration of Presidents and Vice Presidents:

1. Remuneration of Directors (including Independent Directors)

2023 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
Chairpe
rson
Jiaming
Investment
Ltd.
Rept.: Chu,
Te-Hsiang
0 0 0 0 3430 3430 36 36 0.06% 0.06% 4,393 4,393 78 78 27,921 0 27,921 0 0.64% 0.64% 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
450 450 0 0 1,050 1,050 141 141 0.03% 0.03% 0 0 0 0 0 0 0 0 0.03% 0.03% 0
Independ
ent
Director
JIANG,
YI-CHEN
Independ
ent
Director
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
10,000,00015,000,000
15,000,00030,000,000 Chu, Te-Hsiang, Ho, Te-Yu Chu, Te-Hsiang, Ho, Te-Yu
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: 2023 Unit: NT$ thousands

Title Name Remunera tion (A) Severanc e Pay (B) Bonuses and Al 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-subsidiar
y
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 38,694 38,694 1,742 1,742 0 0 73,566 0 73,566 0 2.04% 2.04% 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
Vice
President
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
Associate
Manager
CHANG,
WEN-CHANG

Remuneration Schedule

Remuneration Schedule Remuneration Schedule
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 LIN, CHIN-HAO, LIU, CHI-HONG, CHANG, WEN-CHANG LIN, CHIN-HAO, LIU, CHI-HONG, CHANG, WEN-CHANG
5,000,00010,000,000 CHU CHEN,YI-HUI,LEE,ZHENG-WEN,WU,YI-CHEN,HO,CHI-HSIANG CHU CHEN,YI-HUI,LEE,ZHENG-WEN,WU,YI-CHEN,HO,CHI-HSIANG
10,000,00015,000,000 GONG, YONG-SHEN, TSAI, MING-REI, LIN, KE-LUN GONG, YONG-SHEN, TSAI, MING-REI, LIN, KE-LUN
15,000,00030,000,000 HE, TE-YU, CHU, TE-HSIANG HE, TE-YU, CHU, TE-HSIANG
30,000,00050,000,000
50,000,000100,000,000
Over 100,000,000
Total 14 14

17

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

2023 Unit: NT$ thousands

Title Name Shares Cash
(Note 1)
Total Ratio of Total Amount
to Net Income (%)
Managerial officers President Ho, Te-Yu 0 76,808 76,808 1.37%
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
VP
Li, Cheng-Wen
R&D Division II
Associate Manager
CHANG, WEN-CHANG
Financing Dept.
Manager
Liu, Hsing-Hsia
Audit Director WENG, KUN-TANG
Financing Dept.
ViceManager
Liang, Shih-Yi

Note 1: The 2023 employees remuneration is based on the proportion of 2022 employee remuneration.

18

  • (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

The Company The Company 2022 2023
The Company Total remuneration 92,511
123,502
Proportion of netprofit after tax
1.49

2.21
Consolidated Total remuneration 92,511
123.502
Proportion of netprofit after tax
1.49

2.21
  • (1) Directors' compensation is allocated in accordance with Article 19 of the Company's Articles of Incorporation, where no more than 3% of the annual profits are earmarked as compensation for directors, considering the Company’s operational results and the directors’ contribution to the Company's performance, to provide reasonable remuneration.

  • (2) In accordance with Article 19 of the Articles of Incorporation, the Company allocates no less than 3% of the annual profits as employee compensation. The compensation for managers is determined based on the Company’s "Salary Management Measures" and the scope of duties and responsibilities of the position, as well as the contribution to the Company’s operational goals. The procedure for setting compensation is based on the Company's annual performance evaluation measures, taking into account the overall business performance of the Company and the participation and contribution of the managers to the Company’s operations. The rationality of the relevant remuneration is reviewed by the Salary and Compensation Committee and the Board of Directors.

  • Corporate governance operations (1) Operations of the Board of Directors

The Board met 8 times in 2023, 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
7 0 100%
Director JIAMING CO. Rept.: HE, TE-YU 6 0 85.71%
Director XIE, JIA-YING 6 0 85.71% In the shareholder
meeting on 2021.7.26, a
new board of directors
was elected.
Director QU, JIEN-ZHONG 5 0 71.43%
Independent
Director
WANG, REN-CHUN 6 0 87.50% In the shareholder
meeting on 2021.7.26, a
new board of directors
was elected.
Independent
Director
JIANG, YI-CHEN 7 0 100%
Independent
Director
WU, CHANG-XIU 7 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.

19

  • (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.

  • 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.

  • 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. establishing an audit committee, enhancing information 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 5 times (A) in 2023 and the attendance of the independent directors was as follows

ollows
Title Name Attendance in
Person B
By Proxy Attendance Rate
(%)(B/A)
Remarks
Independent a Wang, Jen-Chun 4 0 80% Elected on 2021.07.26
Independent b Chiang, I-Cheng 5 0 100% Elected on 2021.07.26
Independent c Wu, Chang-Hsiu 5 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).

20

(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 thenumberofdirectors who are alsomanagers of
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

21

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
theperformance of the Board,and implement it
ˇ ˇ the Company should not exceed one-third of the seats of the
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



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.

22

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
annually, and to report the result to the Board?
(4)
Does the company regularly evaluate the
independence of CPAs?
ˇ regular performance appraisals and reporting the results of
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
certifiedpublic accountant's license.
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.
(1)
(2)
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,creatinga spokesman system,webcasting
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

None

23

Evaluation Item Evaluation Item ImplementationStatus ImplementationStatus ImplementationStatus ImplementationStatus Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx Listed
Companies” and Reasons
Y N Abstract Illustration
investor conferences)?
(3) Does the Company announce and report its annual
financial report within two months of the end of the
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 briefing sessions, and regularly publishes operational and
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 2023.
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 customercomplaintshandling.













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 following improvements in accordance with the evaluation index:
The Company's corporate governance rating for 2023, the improvement situation according to the rating index is as follows:
Criteria
Improvement
Does the Companysimultaneously publish major information in English?
Major information in 2023 was simultaneously published in English.
Does the Company upload the changes in the shareholding of insiders from
This is a new indicator for 2023. The Company uploads the changes in the shareholding
Criteria Improvement
Does the Companysimultaneously publish major information in English? Major information in 2023 was simultaneously published in English.
Does the Company upload the changes in the shareholding of insiders from This is a new indicator for 2023. The Company uploads the changes in the shareholding

24

Evaluation Item ImplementationStatus Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx Listed
Companies” and Reasons
Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx Listed
Companies” and Reasons
Y N Abstract Illustration
the previous month to the Market Observation Post System by the 10th of
each month(inclusive)?
of insiders from the previous month to the Market Observation Post System by the 10th
of each month.
Does the Company establish workplace diversity or promote gender equality
policies and disclose their implementation status?
This is a new indicator for 2023. The Company discloses the implementation status of
workplace diversity and gender equality policies on the Company’s website under
"Investor Relations / Corporate Governance / Related Information".
Does the Company assess risks or opportunities for the community, take
corresponding measures, and disclose the specific measures and their
effectiveness on the Company’s website, annual report, or sustainability
report?
This is a new indicator for 2023. The Company discloses community risk assessments
and corresponding measures on the Company’s website under "Investor Relations /
Corporate Governance / Related Information".
Does the Companysimultaneously publish major information in English? Major information in 2023 was simultaneously published in English.
  • (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.

25

April 18, 2023

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

April 18,2023
Qualification
ID
(Note 1) Name
Qualification (Note 2) Independence (Note 3) Number of members of
remuneration committees
of other public companies
Independent
Director
and
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.
1

26

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 2023 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 4 0 100% Term: 2021.8.3~2024.7.25
Committee
Member
Wang, Jen-Chun 4 0 100% Term: 2021.8.3~2024.7.25
Committee
Member
Wu, Chang-Hsiu 4 0 100% Term: 2021.8.3~2024.7.25
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 2023 Remuneration Committee

Time Content Resolution and The Company’s Response
2023.3.1 (1)Formulate the 2023 cash capital increase employee All memberspresent agreed that the

27

stock subscription plan and allocate new shares to
managers and employees.
motion be approved as presented to the
Board of Directors of the Company for
resolution
2023.3.21 (1) Review the amendment of the Company's
"Directors' Compensation Distribution Measures".
(2) Review the total employee compensation and
directors' compensation for 2022.
All members present agreed that the
motion be approved as presented to the
Board of Directors of the Company for
resolution
2023.11.10 (1) Review the amendment of the Company's
"Directors' Compensation Distribution
Measures".
All members present agreed that the
motion be approved as presented to the
Board of Directors of the Company for
resolution
2023.12.21 (1) Review the employee compensation distribution
plan for managers for 2022.
(2) Review the year-end bonus distribution plan for
managers for 2023.
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. The Company has not yet established a governance
structure authorized by the Board of Directors to be handled
by senior management, nor has the Board of Directors
supervised the promotion of sustainable development.
2. Our company established the "ESG Development
Department", 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.
Respectingthe rights and interests of stakeholders, a



1.Our company established the
"ESG Development
Department", 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,

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
dedicated area for stakeholders is set up on the company
website to appropriately respond to their key sustainable
issues.
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",
"investigating impacts on the company and outside",
"analyzingmajor topics".
None
3. Environmental issues
(1) Does the company establish proper
environmental management systems based on
the characteristics of their industries?
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

(1) None

29

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
(2) Does the company endeavor to utilize all
resources more efficiently and use renewable
materials which have low impact on the
environment?
ˇ 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.
(2) The Company's plant in China has implemented
measures such as controlling machine power,
strengthening mold temperature pipelines, installing
electric automatic control valves and inverters, and
automatic control shutdown of suction motors to
improve energy efficiency, reducing an estimated 6.98
million kWh.
The Zhongshan and Suzhou factories in China have

(2) None.

30

Evaluation Item 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
(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 installed solar power generation equipment, which
generated a total of 2.46 million kWh in 2023.
(3) In addition to identifying operational risks brought
about by climate change, the Sustainable Development
Committee members refer to the TCFD (Task Force on
Climate-Related Financial Disclosures)
recommendations issued by the Financial Stability
Board (FSB) to implement climate risk and
opportunity identification. These are incorporated into
operational management according to the four core
disclosures: "Governance", "Strategy", "Risk
Management", and "Metrics and Targets", and
disclosed in the sustainability report. This allows
stakeholders to understand the impact of climate
change-related risks and opportunities on the Company
and the corresponding measures.
(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.



(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)
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

31

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 (GJ) emissions (tons CO2
equivalent/year)
Scope
1

Scope
2
Scope 3 Hazardous Non-hazardous
2022 584,123 197,836.45 130,335 66 12,576
3,434 39,435 87,466
2023 516,340 299,626.34 156,394 299
17,529
3,381 42,159 110,854
4. Social issues
(1) Does the company formulate appropriate
management policies and procedures
according to relevant regulations and the
International Bill of Human Rights?
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

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
(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?
(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


None

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
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 ISO45001. 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

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
(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
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.
(8)The Company had no fire incidents in 2023 and
conducts annual fire drills to ensure effective
evacuation and the safety of all employees in case of
a fire.
(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.
(6)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 2023, 47 suppliers were audited and none were found
to have significant actual or potential negative impacts
on the environment,human rights,or laborpractices.
















5.
Does the company make reference to
ˇ 1. In 2022,our companycompiled a corporate sustainability None

35

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
internationally accepted standards or
guidelines for the preparation of reports, such
as perpetual reports, which disclose
non-financial information about the company?
Has a third party assurance or assurance
opinion been obtained on the previously
disclosed report?
report based on the GRI Standards, which shows the
company's sustainable development performance. The
public and stakeholders can access and download this
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: Combining government resources to support disadvantaged groups over the long term, actively organizing employee
participation in community activities, donating materials and funds to welfare institutions; donating a total of NT$90,000 to related activities of
the Suzhou XiangchengDistrict CharityAssociation where theplant is located.

(7) Climate-related information for listed companies:

  • (1) The Company’s paid-in capital is less than NT$5 billion. We will comply with regulations to complete the carbon inventory for the parent company by 2026 and the carbon inventory for subsidiaries included in the consolidated financial statements by 2027. The execution progress of greenhouse gas inventory and verification is reported to the Board of Directors quarterly to keep board members informed of the implementation status.

  • (2) The impact of climate risks and opportunities on the Company's business, strategy, and finances (short-term, medium-term, long-term): Climate risks and opportunities are categorized into short-term, medium-term, and long-term, defined as within 3 years for short-term, 3-5 years for medium-term, and over 5 years for long-term. The Company has identified 11 risks and 10 opportunities. Key risks include "increased pricing of greenhouse gas emissions" (short and medium-term), "enhanced emission reporting obligations" (short-term), and "rising raw material costs" (short, medium, and long-term). Key opportunities include "use of low-carbon energy" (medium and long-term) and "more efficient production and distribution processes" (medium and long-term). After identifying these risks and opportunities, we implement corresponding strategies to reduce

36

climate risks and enhance business and climate opportunities.

  • (3) The impact of extreme climate events and transition actions on finances:

  • Extreme climate events will affect production lines and supply chains. The Company’s transition actions include the regulation and reduction of greenhouse gas emissions, advancements in low-carbon product development and processes, acquisition of renewable energy, and carbon credits, all of which are related aspects that impact finances.

  • (4) For more detailed climate-related information, please refer to the "Sustainable Environment - Climate Change Management" section in the "Sustainability Report".

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.
5. If scenario analysis is used to assess resilience to climate change risks, explain the scenarios used,
parameters, assumptions, analysis factors, and major financial impacts.
6. 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.
7. 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.
9. Greenhouse gas inventory and assurance status, reduction targets, strategies, and specific action
plans (to be filled in separately in 1-1 and 1-2):
1. The Company’s paid-in capital is less than NT$5
billion. We will comply with regulations to complete
the carbon inventory for the parent company by 2026
and the carbon inventory for subsidiaries included in
the consolidated financial statements by 2027. The
execution progress of greenhouse gas inventory and
verification is reported to the Board of Directors
quarterly to keep board members informed of the
implementation status.
2. The impact of climate risks and opportunities on the
Company's business, strategy, and finances
(short-term, medium-term, long-term):
Climate risks and opportunities are categorized into
short-term, medium-term, and long-term, defined as
within 3 years for short-term, 3-5 years for
medium-term, and over 5 years for long-term. The
Company has identified 11 risks and 10 opportunities.
Key risks include "increased pricing of greenhouse gas
emissions" (short and medium-term), "enhanced
emission reporting obligations" (short-term), and
"rising raw material costs" (short, medium, and
long-term). Key opportunities include "use of
low-carbon energy" (medium and long-term) and
"more efficient production and distribution processes"
(medium and long-term). After identifying these risks
and opportunities, we implement corresponding
strategies to reduce climate risks and enhance business

37

and climate opportunities.

  1. The impact of extreme climate events and transition actions on finances: Extreme climate events will affect production lines and supply chains. The Company’s transition actions include the regulation and reduction of greenhouse gas emissions, advancements in low-carbon product development and processes, acquisition of renewable energy, and carbon credits, all of which are related aspects that impact finances.

  2. For more detailed climate-related information, please refer to the "Sustainable Environment - Climate Change Management" section in the "Sustainability Report".

2. Greenhouse Gas Inventory and Confirmation Situation

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

38

S 1 Ttl ii t CO2 Intensity (tonnes CO2e/million A bd Diti f itti
cope oa emssons (onnes e) NTD) (Note 2) ssurance oy escrpon o assurance suaon
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.
1,228.72 0.05 SGS
(Subsidiary) Zhongshan Deyi Electronics Co. 809.85 0.03 SGS
(Subsidiary) Deyi Precision Electronics (Suzhou) Co. 1,298.67 0.05 N/A
(Subsidiary) Lotes Vietnam Co., Ltd. 43.9 0.00 N/A
Total 3337.24 0.14
Scope 2 Total emissions (tonnes CO2e) Intensity (tonnes CO2e/million
NTD Nt 2
Assurance body Description of assurance situation
) (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.
13,761.26 0.56 SGS
(Subsidiary) Zhongshan Deyi Electronics Co. 21,480.67 0.88 SGS
(Subsidiary) Deyi Precision Electronics (Suzhou) Co. 5,953.51 0.24 N/A
(Subsidiary) Lotes Vietnam Co., Ltd. 964.30 0.04 N/A
Total 42,159.74 1.72
Scope 3 Total emissions (tonnes CO2e) Intensity (tonnes CO2e/million
NTD Nt 2
Assurance body Description of assurance situation
) (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.
36,922.58 1.51 SGS
(Subsidiary) Zhongshan Deyi Electronics Co. 72,949.09 2.98 SGS
(Subsidiary) Deyi Precision Electronics (Suzhou) Co. 982.40 0.04 N/A
(Subsidiary) Lotes Vietnam Co., Ltd. N/A N/A N/A
Total 110,854.07 4.53

39

(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?

ˇ
ˇ
ˇ
(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?
ˇ (1) The Company assesses the legality and integrity of the
transactions between companies with which it has
(1) Follow the Company's
corporate management

40

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
(2)
(3)
(4)
(5)
Has the company established a special (part-time) unit under the
Board of Directors to promote corporate integrity
management, and regularly (at least once a year) reports to the
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
ˇ
ˇ
ˇ
ˇ business dealings before proceeding with subsequent
transactions. A ethical conduct clause is also included in
the signed commercial contract and is executed after
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
2023 and a report on the implementation of the Company's
integrity policy was reported by the Board of Directors on
March 12, 2024.
(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.



principles.
(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?
ˇ
ˇ
ˇ 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
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
disciplinaryand complaint system

41

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
protect the whistleblower from being improperly dealt with as
a result of the report.
for violations of the Ethical
Corporate Management Best
PracticePrinciples.
4.
Strengthening information disclosure
Does the company disclose its ethical corporate management
policies and the results of its implementation on the company’s
website andMOPS?
ˇ 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 andhasnot established areporting channeland a disciplinary and complaint system for non-compliance with EthicalCorporateManagementBestPracticePrinciples.
6. Other importantinformationtofacilitate a betterunderstanding ofthe company’s ethicalcorporatemanagement policies (e.g.,review and amendits policies).: 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.

42

(10) Implementation status of internal control system

1.Statement of internal control system

Statement of internal control system

Date: March 12, 2024

The Company's internal control system for 2023, 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, 2023, 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 12, 2024. Among the 6 directors present, no one held opposing opinions, while the rest agree with the content of this statement.

Lotes Co., LTD

Chairperson: Chu, Te-Hsiang

President: Ho, Te-Yu

43

  • 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:

    1. Contents of important resolutions of the Board of Directors and shareholders meeting
Shareholders
/ Board of
Directors
Meeting
Date Important Resolutions
Board
meeting
2023.03.01 Establishment of the Company’s 2023 cash capital increase employee stock subscription plan and allocation
of new shares to be issued to managerial employees.
Board
meeting
2023.03.21 1.The Company’s 2022 employee compensation and directors' compensation amounts and methods.
2.The Company’s 2022 business report, financial statements, and consolidated financial statements.
4.The Company’s 2022 earnings distribution plan.
5.Proposal to issue the Company’s “Internal Control System Statement”.
6.Proposal to amend certain provisions of the Company’s “Corporate Governance Best Practice Principles”.
7.Regular assessment of the independence and suitability of the Company’s certifying accountants.
8.The Company’s application to Taipei Fubon Commercial Bank Co., Ltd. for a comprehensive credit line of
USD 25 million (renewal) and a derivative financial instrument trading limit of USD 5 million (renewal).
9.The Company’s domestic first unsecured convertible bonds capital increase and issuance of new shares.
10.The Company’s proposed investment in a subsidiary in Vietnam to enhance the Group’s capacity
adjustment flexibility, reduce the risk of over-concentration of the Group’s capacity, and expand the
Group’s business presence in the Southeast Asian market.
11.Conveningof the Company’s 2022 Annual General Meeting.
Board
meeting
2023.05.12 1.The Company’s Q1 2023 financial report.
2.The Company’s application to E.SUN Bank for a comprehensive credit line of NT$300 million (renewal).
3.The Company’s application to SinoPac Commercial Bank Co., Ltd. (hereinafter referred to as SinoPac
Bank)for a comprehensive credit line of NT$400 million and USD 6 million(renewal).
Board
meeting
2023.06.21 1.Establishment of the Company’s 2022 cash dividend ex-dividend date.
2.The Company’s application to Oversea-Chinese Banking Corporation (OCBC Bank) and DBS Bank for
the opening of Singapore OBU accounts.
3.The Company’s application to Hua Nan Bank for a comprehensive credit line of NT$1 billion for the 2022
dividendproject.
Shareholder
meeting
2023.06.16 1.The Company’s 2022 business report and financial statements.
2.The Company’s 2022 earnings distribution plan.
Board
meeting
2023.08.10 1.The Company’s Q2 2023 financial report.
2.The Company’s 100%-owned mainland China investment subsidiary, Panyu Deyi Precision Electronics
Co., Ltd., application to Citibank for a credit line of USD 5 million, and the Company’s endorsement and
guarantee for the mainland China investment subsidiary.
3.The Company’sproposed new investment in a subsidiaryin Vietnam.
Board
meeting
2023.11.10 1.The Company’s Q3 2023 financial report.
2.Review of the Company’s amendment to the “Directors' Compensation Distribution Measures”.
Board
meeting
2023.12.21 1.The Company’s proposed additional investment of NT$150 million in the 100%-owned investment
subsidiary Jiayu Investment Co., Ltd.
2.The Company’s managerial employees' 2022 compensation and 2023 year-end bonus distribution plan.
3.The Company’s 2024 internal audit plan schedule.
4.The Company’sproposed investment in Links TechnologyInt'l Limited
Board
meeting
2024.03.12 1.Proposal to approve the Company’s 2024 budget, pending further review and approval.
2.The Company’s 2023 employee compensation and directors' compensation amounts and methods.
3.The Company’s 2023 business report, parent company only financial reports, and consolidated financial
statements.
4.The Company’s 2023 earnings distribution plan.
5.Proposal to issue the Company’s “Internal Control System Statement”.
6.Regular assessment of the independence and suitability of the Company’s certifying accountants.
7.The Company’s domestic second unsecured convertible bonds capital increase and issuance of new shares.
8.The Company’s application to Taipei Fubon Commercial Bank Co., Ltd. (hereinafter referred to as Taipei
Fubon Bank) for a comprehensive credit line of USD 25 million (renewal) and a derivative financial
instrument tradinglimit of USD 5 million(renewal).

44

Shareholders
/ Board of
Directors
Meeting

Date
Important Resolutions
9.The Company’s application to Hua Nan Bank for a comprehensive credit line of NT$600 million
(renewal).
10.Re-election of the Company’s directors.
11.Board of Directors nomination and review of the list of director (including independent director)
candidates.
12.Amendment to the Company’s “Rules of Procedure for Board of Directors Meetings” and “Audit
Committee Charter”.
13.Amendment to certain provisions of the Company’s “Articles of Incorporation”.
14.Conveningof the Company’s 2024 Annual General Meeting.

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

Shareholders MeetingResolutions Implementation Status
1. 2022 Annual Business Report and Final Account Book. The company's 2022 operating income was NT$ 27,099,134 thousand,
net profit for the term was NT$ 6,254,263 thousand, and earnings per
ordinaryshare was NT$58.7.
2. 2022 Profit Distribution Plan. According to the resolution, shareholders will receive a cash dividend
of NT$26 per share, totaling NT$1,695,646 thousand. The Company
completed the dividend distribution on August 31,2023.
  • (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.

  • Accountants’ Information

  • (1) Information on CPA professional fees:

Unit: NT$ thousand
Audit Fee
Non-audit
Fee
Total
Remarks
7,490
0
7,490 Audit fee

450
450Transfer Pricing and Master
File Reporting
200
200 Tax advisory
Unit: NT$ thousand
Audit Fee
Non-audit
Fee
Total
Remarks
7,490
0
7,490 Audit fee

450
450Transfer Pricing and Master
File Reporting
200
200 Tax advisory
Unit: NT$ thousand
Audit Fee
Non-audit
Fee
Total
Remarks
7,490
0
7,490 Audit fee

450
450Transfer Pricing and Master
File Reporting
200
200 Tax advisory
Unit: NT$ thousand
Audit Fee
Non-audit
Fee
Total
Remarks
7,490
0
7,490 Audit fee

450
450Transfer Pricing and Master
File Reporting
200
200 Tax advisory
Accounting Firm Name of CPA Audit Period Audit Fee Non-audit
Fee
Total Remarks
KPMG Taiwan Li, Fung-Hui 2023 7,490 0
7,490
Audit fee
TSAI PEI-RU 2023
KPMG Taiwan CHANG, ZHI 2023 450
450
Transfer Pricing and Master
File Reporting
KPMG Taiwan CHANG, ZHI 2023 200
200
Tax advisory
  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:

The Company did not change its accountants for the fiscal year 2023.

  • (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.

  • Transfer or pledge of shares by the company's directors, supervisors, managers and stockholders with more than 10% of the company's shares: None

45

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

Unit: shares

Unit: shares Unit: shares
Title Name 2023 As of April 15 of 2024
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
11,994 0 0 0
Director JIAMING INVESTMENT CO.
Rept.: HE, TE-YU
0 0 0 0
Chairman's Corporate
Representative
HE, TE-YU
19,791 0 0 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 19,791 0 0 0
Director of Research and
Development Department
CHU, TE-HSIANG
11,994 0 0 0
Assistant Manager of
President's Office
CHU CHEN, YI-HUI
6,131 0 0 0
Sales Department
Senior Vice President
TSAI, MING-REI
1,051 0 (1,000) 0
Business Management
Department
DeputyGeneral Manager
GONG, YONG-SHEN
15,155 0 0 0
Business Management
Department
Assistant Manager
LIN, CHIN-HAO
1,500 0 (1,000) 0
Business Management
Department
Assistant Manager
LIN, TSUN-DE
4,500 0 (4,500) 0
Business Management
Department
Assistant Manager
LIN, KE-LUN
3,000 0 0 0
Business Management
Department
Assistant Manager
LIN, YAO-CHIN
100 0 0 0
Assistant Manager of Sales
Division One
Sales Department
WU, YI-CHEN
577 0 0 0
Assistant Manager of Sales
Division Two
Sales Department
LEE, ZHENG-WEN
3,000 0 0 0
Finance Department
Manager
LIU, XIN-XIA
0 0 0 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
4,500 0 0 0

46

Title Name 2023 2023 As of April 15 of 2024 As of April 15 of 2024
Holding Increase
(Decrease)
Pledged Holding
Increase
(Decrease)
Holding Increase
(Decrease)
Pledged Holding Increase
(Decrease)
Business Management
Department
Assistant Manager
HO, CHI-HSIANG
4,750 0 0 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 15, 2024

Name Current Shareholding Current Shareholding Spouse’s/Minor’s
Shareholding
Spouse’s/Minor’s
Shareholding
Shareholding
by Nominee
Arrangement
Shareholding
by Nominee
Arrangement
Name and Relationship Between the Company’s Top Ten
Shareholders, or Spouses or Relatives Within Two Degrees
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 9.79% 0 0.00% 0 0.00% HE, TE-YU JINLING INVESTMENT CO.
Chairman
JIAMING
INVESTMENT CO.
9,797,037 8.76% 0 0.00% 0 0.00% CHU,
TE-HSIANG
JIAMING INVESTMENT CO.
Chairman
CHU CHEN,
YI-HUI
JIAMING INVESTMENT CO.
Supervisor
Dunlin Investment
Co.,Ltd.
5,000,000 4.47% 0 0.00% 473,899 0.42% HE, TE-YU JINLING INVESTMENT CO.
Chairman
Cathay Life Insurance
Co.,Ltd.
3,553,995 3.18% 0 0.00% 0 0.00% None None
New Labor Pension
Fund System
3,386,102 3.03% 0 0.00% 0 0.00% None None
Custody by Citibank
(Taiwan) Limited of
the Norges Bank’s
Investment Account
2,973,321 2.66% 0 0.00% 0 0.00% None None
Dechuan Investment
Co.,Ltd.
2,951,388 2.64% 0 0.00% 27,920 0.02% CHU,
TE-HSIANG
JIAMING INVESTMENT CO.
Chairman
Fubon Life Insurance
Co.,Ltd.
2,281,376 2.04% 0 0.00% 0 0.00% None None
Deutsche Bank
Custody of Swedbank
Robb Technology
Investment Account
2,000,000 1.79% 0 0.00% 0 0.00% None None
Standard Chartered
Custody of Vontobel
Fund - mtx Sustainable
EmergingMarkets
1,939,000 1.73% 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

49

2021.12 2021.12 432 155,000 155,000 1,550,000 105,977 1,059,779 1,059,779 Capital increase in cash
NT$25 million
Capital increase in cash
NT$25 million
Jing-Shou-Shang-Zi
Letter No. 11001182950
dated Oct. 8,2021
Jing-Shou-Shang-Zi
Letter No. 11001182950
dated Oct. 8,2021
2022.04 155,000 1,550,000 106,095 1,060,946 CB Conversion Shares Jing-Shou-Shang-Zi
Letter No. 11101057920
dated Apr. 19,2022
2022.06 155,000 1,550,000 106,181 1,061,806 CB Conversion Shares Jing-Shou-Shang-Zi
Letter No. 11101091040
dated 2022.6.2
2022.09 155,000 1,550,000 106.487 1,064,871 CB Conversion Shares Jing-Shou-Shang-Zi
Letter No.
11101168760 dated
2022.9.12
2022.12 155,000 1,550,000 106.876 1,068,762 CB Conversion Shares Jing-Shou-Shang-Zi
Letter No.
11101229790 dated
2022.9.12
2023.04 155,000 1,550,000 107,829 1,078,298 CB Conversion Shares Jing-Shou-Shang-Zi
Letter No.
11230061040 dated
2023.4.12
2023.04 660 155,000 1,550,000 111,329 1,113,298 Cash Capital Increase
NT$ 35 million
Jing-Shou-Shang-Zi
Letter No.
11230069610 dated
2023.4.25
2024.03 155,000 1,550,000 111,472 1,114,721 CB Conversion Shares Change of registration not
yet completed
Share Type Authorized Capital Remarks
Issued Shares Un-issued Shares Total Shares
Registered Shares 111,472,118
43.527,882

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 15,2024
Shareholder structure
Item

Government
Agencies
Financial
Institutions
Other Juridical
Persons
Domestic
Natural Persons

Foreign Institutions
& Natural Persons
Total
Number of
Shareholders
4 175 68 6,642 567 7,456
Shareholding (shares) 5,004,319 17,000,522 31,103,268 8,701,681 50,047,408 111,857,198
Percentage 4.47% 15.20% 27.81% 7.78% 44.74% 100%

(2) Diffusion of ownership

April 15, 2024

Class of Shareholding
(Unit: shares)
Number of
Shareholders
Shareholding (Shares)
Percentage
1- 999
5,150

457,947

0.41%
1,000-5,000 1,537 2,609,940 2.33%
5,001- 10,000 174
1,266,267
1.13%
10,001- 15,000 97 1,252,390 1.12%
15,001- 20,000 60 1,081,777 0.97%
20,001- 30,000
92

2,333,293

2.09%
30,001- 40,000
63

2,204,120

1.97%
40,001- 50,000
31

1,403,348

1.25%
50,001- 100,000
110

7,921,830

7.08%
100,001- 200,000
58

8,364,372

7.48%
200,001- 400,000
39
10,932,310
9.77%
400,001- 600,000
14

6,885,319
6.16%
600,001- 800,000
8

5,540,806

4.95%
800,001-,000,000
6

5,284,889

4.72%

50

Over 1,000,001
17

54,318,590

48.56%
Total
7,456

111,857,198

100%

Diversification of shareholding in preference shares: N/A.

(4). List of major shareholders

The names, amounts and percentages of the top ten shareholders with or shareholders holding at least 5% of the shares.


east 5% of the shares.

east 5% of the shares.

east 5% of the shares.
Unit: shares April 15,2024
Shares
Major Shareholders

Shares
Percentage
Jinling Investment Co., Ltd. 10,956,237 9.79%
Jiaming Investment Co., Ltd. 9,797,037 8.76%
Dunlin Investment Co., Ltd. 5,000,000 4.47%
Cathay Life Insurance Co., Ltd. 3,553,995 3.18%
New Labor Pension Fund System 3,386,102 3.03%
Custody by Citibank (Taiwan) Limited of the Norges
Bank’s Investment Account
2,973,321 2.66%
Dechuan Investment Co., Ltd. 2,951,388 2.64%
Fubon Life Insurance Co., Ltd. 2,281,376 2.04%
Deutsche Bank Custody of Swedbank Robb Technology
Investment Account
2,000,000 1.79%
Standard Chartered Custody of Vontobel Fund - mtx
Sustainable EmergingMarkets
1,939,000 1.73%
  • (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$

Unit: NT$
Item Year

2022
2023 As of March 31,
2024 for the year
Market
Price per
Share
Highest Mrket Price 924 1,150 1,435
Lowest Market Price 556 693 921
Average Mrket Price 745 864 1,097
Net Worth
per Share
Before Distribution 211.55 249.15
After Distribution 185.55
Earnings
per Share
Weighted Average Shares
(thousand shares)
106,539
110,416
Earnings
per Share
Before adjustment
58.70
50.65
After adjustment 57.87 50.19
Dividends
per Share
Cash Dividends 26 26
Stock
Divid
Dividends from
Retained Earnings

51

Item Year
Year

2022
2023 As of March 31,
2024 for the year
ends Dividends from
Capital Surplus
Accumulated Undistributed
Dividends
Return on
Investment
Price / Earnings Ratio 12.69 17.05
Price / Dividend Ratio 28.65 33.23
Cash Dividend Yield Rate 3.48% 3.01%
  • (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 and capital requirements, and pay cash dividends of not less than 10% of the dividends distributed in the current year.

  1. Proposed dividend distribution at the shareholders' meeting

To appropriate a cash dividend of NT$2,898,275,068 out of the 2023 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

52

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.

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

  2. (1) Amount of employee remuneration and directors' and supervisors' remuneration distributed in cash or shares.

Proposed employee cash bonus of NT$202,700,000.

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.
  1. Actual distribution of remuneration to employees, directors and supervisors during the prior year: The Company's net income after tax for 2022 was $6,254,264 thousand, and the Board of Directors resolved to distribute employee remuneration of $221,300 thousand and director and supervisor remuneration of $4,480 thousand for 2023, which is the same as the actual distribution of employee, director and supervisor remuneration totaling $225,780 thousand for 2023 as resolved by the Board of Directors and reported at the 2023 Annual Meeting of Shareholders.

  2. (9). Share repurchases: None

  3. Issuance of corporate bonds:

(1)Corporate Bond

Issuance of corporate bonds:
orporate 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% of par value
Total Amount Total denomination of the issue is NT$1 billion
Interest Rate Coupon rate 0% per annum
Term Issued for a period of three years; from March 9, 2023, to
March 9, 2026.
Guaranteed Institution None
Trustee Hua Nan Commercial Bank
Underwriter Yuanta Securities Co.
Signatory Solicitors Far East United Law Firm, CHIU, YA-WEN LAWYER
CPA KPMG
Li Fung Fai, CPA and TSAI, PEI-RU, CPA
Repayment Method In addition to the holder of this convertible corporate
bond converting it into ordinary shares of the company
according to Article 10 of this method, or the company
redeeming in advance according to Article 17 of this
method or the company buying back from the securities
dealer's business place to cancel, the company will within
seven business days from the day after the maturity date
of this convertible corporate bond repay in cash at once
the bond held by the bondholder at the face value of the
bond.
Unredeemed principal NT$ 881,900,000
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 priorto the expirationofthe

53

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 rating
result
NA
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 March 31, 2024, 1,181 bonds, each with a face
value of NT$100,000, have been converted, totaling
NT$118,100,000 in bond conversion amount.
Cumulatively, 142,305 common shares have been
converted.

54

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 existing shareholders
Based on the existing conversion price, if all remaining
corporate bonds are fully converted into ordinary shares,
the company needs to issue an additional 1,062,658
shares. The dilution rate of the share capital is 0.94%, 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 2, 2024
Convertible
Corporate Bond
Market Price
Highest NT$175
Lowest NT$125
Average NT$140.58
Conversion Price NT$829.9
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.

  • Issuance of preferred shares: None

  • Issuance of global depository receipts: None

  • Eemployee subscription warrants:

  • (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 of effective registration and 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
Exercise Method Issuance of new shares
Period and ratio in which subscription is restricted 70% after 2years;

100% after 3 years

55

Number of shares 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 any effect on shareholders'equity.

56

(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

subscription status subscription status subscription status
April 14,2018;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 issuing of new employee option

  2. Share issuance of merger company

  3. Implementation of the capital utilization plan:

57

  • 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$thousands

Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands
Project Scheduled
Completion
Date
Total Amount
of Funds
Needed
ScheduledProgress of Fund Utilization
2021 2022 Total
Q3 Q4 Q1 Q2 Q3 Q4
Replenishing
OperatingFunds
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

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

58

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$thousands

Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands
Project Scheduled
Completion
Date
Total Amount
of Funds
Needed
ScheduledProgress of Fund Utilization
2021 2022 Total
Q3 Q4 Q1 Q2 Q3 Q4
Replenishing
OperatingFunds
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
  • (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. (2)Execution Status, Causes of Delay, and Improvement Plan

Unit: NT$thousands

Unit: NT$thousands
Project Performance a s 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

59

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$thousands

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
Earnings pershare (NT$) 14.91
27.25
Financial
Structure
Debtratio (%) 24.91
22.87
Long-term capital to property, 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.

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3. Plan project and progress of utilization

Unit: NT$thousands

Unit: NT$thousands
Project Execution Q3 2023 As of Q3 2023 Reasons for advancement or lagging
situation and improvementplan
Replenishing
Operating Funds
Amount spent Anticipated 0 3,391,377 Primarily due to adjustments in the
Company's cash management and the
subsidiary's
funding
needs, which
caused slight delays in progress.
Actual 278,385 3,391,377
Actual
Progress (%)
Anticipated 0.00% 100.00%

Actual
8.21% 100.00%

The Company's 2022 cash capital increase through new shares and the issue of the second domestic unsecured convertible bonds required a total of NT$3,391,377 thousand, with disbursements expected to begin in the second quarter of 2023.

The issue of the second domestic unsecured convertible bonds was completed on March 8, 2023, raising NT$1,081,377 thousand. Additionally, the funds raised from the 2022 cash capital increase through new shares were completed on April 7, 2023, raising NT$2,310,000 thousand. As of September 30, 2023, the amount used for operating capital was NT$3,391,377 thousand, fully executed according to the plan with no significant anomalies.

  • (2) Assessment of Expected Benefits vs. Actual Achievements

1. Expected Benefits

The raised funds of NT$3,391,377 thousand will be entirely used to bolster operating capital to support the Company's future development. Based on the Company's bank loan interest rate of approximately 1.5%, it is estimated to save an annual interest expense of NT$50,871 thousand.

2. Actual Benefits

The funds raised by the Company for operating capital are expected to have no significant differences between the projected and actual benefits regarding the savings on interest expenses.

3. Involvement in Plan Changes

In accordance with Securities and Futures Institute Letter (87)-Tai-Cai-Zheng-(1)-Zi No.03693, "Precautions for Changes to Plans for Cash Capital Increases or Issuance of Corporate Bonds by Publicly Issued Companies," a plan change refers to the occurrence of any of the following circumstances, resulting in a decrease or increase in the total amount of funds required for the original individual items by more than twenty percent of the total funds raised:

The Company's cash capital increase by issuing new shares and issuing domestic unsecured convertible corporate bonds in 2022 has been entirely used as planned to enhance operational funds, and therefore, there are no circumstances involving plan changes.

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V. Overview of Business Operations

A. 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: NT$thousands

2023 Net Operating Sales
Major products Sales Ratio (%)
(Note)
Connectors
(with cables)
23,917,441 97.69%
Other Electronic Components
566,022
2.31%
Total 24,483,463 100.00%

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.

  • 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.

Additionally, the global trend towards net-zero carbon emissions continues to drive the development of applications in electric vehicles, automotive electronics, and green energy storage. This results in a clear demand momentum for high-voltage connectors used in vehicles. Coupled with infrastructure construction policies promoted by various European and American countries, we have also ventured into high-value-added application fields such as 5G infrastructure, industrial

62

control (e.g., industrial automation, fiber optic transmission, semiconductor equipment), and healthcare.

Analyzing the main import and export countries of Taiwan's electronic connector (cable) manufacturing industry from January to October 2022 (see Table 3-1), first, in terms of imports, the top five importing countries for this industry are China, Japan, the United States, Germany, and Mexico. Among them, the largest importing country, China, saw an annual decrease rate of 7.83%, mainly due to the local government's strict pandemic control policies, resulting in lower production line utilization rates in our companies' factories, which led to a decline in demand for general 3C application connectors (cables) imported China. The second-largest importing country, Japan, saw the most significant annual decrease rate of 14.15%, due to the increasing production quality of Taiwanese automotive connector companies, which has led to successful import substitution since 2022. However, the United States saw the most significant annual increase rate of 7.98%, primarily because domestic information and communication technology giants continued to have a clear demand for mid-to-high-end connectors (cables) from the US.

In terms of exports, the top five exporting countries for this industry are the United States, China, Hong Kong, Germany, and Japan. Among them, the annual increase rates for Japan, the United States, and Germany were 28.17%, 24.96%, and 13.03%, respectively. This is due to clear demand from local customers for niche application connectors (cables) produced in Taiwan, such as those used in network communication, electric vehicles and automotive electronics, healthcare, green energy and storage, semiconductor equipment, and industrial control. However, export amounts to China and Hong Kong decreased by 14.35% and 13.68%, respectively, compared to the same period in 2021. This decline is mainly due to the Chinese government's ongoing strict pandemic control measures, which weakened the domestic sales in application markets such as industrial automation and 5G infrastructure, leading to insufficient demand from Chinese customers and Taiwanese EMS companies with factories in China for related domestic connectors.

In the international market, although connectors (cables) for general consumer electronic products will continue to undergo inventory de-stocking due to the global terminal demand momentum yet to recover significantly, and domestically produced mid-to-low-end products will face intense competition from Chinese companies. Furthermore, the expected rise in international copper prices, following China's reopening, will increase production costs for manufacturers, and some companies with high operational baselines may face challenges. However, the cost transfer benefits of some high-value-added products will emerge, and the increasing popularity of USB Type-C ports is expected to gradually drive the replacement cycle of electronic products. Additionally, the rising penetration rate of American 5G smartphones and the launch of new 3C products will increase demand for mid-to-high-end 3C application connectors (cables). Moreover, benefiting from the active construction of infrastructure and smart grids by European and American countries implementing energy-saving policies, and the continuous development of electric vehicles and automotive electronics driven by the global net-zero carbon emissions trend, green energy and storage products, as well as automotive high-voltage connectors and charging gun cable assemblies, are expected to become important sources of growth for some companies' operations.

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

63

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.

(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 [426 x 577] intentionally omitted <==

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

Metal Materials Plastic Materials Plating Materials
. . .
Phosphor Bronze LCP Gold Plating
. Brass . PPS . Tin Plating
. Beryllium Copper . PBT . Nickel Plating
. .
Titanium Copper PCT
. .
Low Impedance Copper NYLON
. .
Stainless Steel PC

SPCC (Cold Rolled
Steel Plate)
Product Design + Mold Development
Metal Plated Metal Plastic
Stamping/Casting Injection Molding
Plating
Assembly + Testing
Finished Products
Industry Upstream Raw Material
Industry Midstream Connector
Applications
Others
Industry
Downstream End-User Peripherals Electronics Consumer Automotive Appliances Information
Computers and
Telecommunication
----- End of picture text -----

  • (3) Various developing trends of products

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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 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

65

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
2023 2024Q1(Note)
R&D Costs 2,173,521
R&D Costs to Operating
Revenues
8.88%

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 2024.

(4) 2023 R&D Achievements

A Intel(7529)CPU Socket
B AMD(SP6)4844 PIN CPU Socket
C P5 CAMM2 1.0 Conneter
D PCIE GEN 5 MCIO 8X High-Speed Transmission Cable
  • (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 financial structure

  • B. Overview of market, production and sales:

  • (1). Market analysis:

  • Sales Region:

Unit: NT$thousands

Year
Area

2022

2022
2023 2023
Amount % Amount %
Domestic 4,182,196
11.08
2,902,628
11.86
Export 22,916,938
88.92
21,580,835
88.14
Total 27,099,134
100,00
24,483,463
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.

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(1)Global market overview

Analysis of the global connector industry's output value trend, according to the Industrial Technology Research Institute (ITRI) IEK data (see Figure 1). In 2022, the global connector industry's output value was USD 90 billion, with an annual growth rate of 6.6%. Since the second half of 2020, opportunities in automotive electronics, home office, remote teaching, and home entertainment have started to strengthen. However, with stringent lockdown measures in China and Europe and the US, production bases of international leaders like TE Connectivity, Molex, and Amphenol were disrupted. Coupled with weak global market demand for some consumer products, the production and sales momentum for connectors used in smartphones and general automotive applications significantly weakened.

Entering 2022, despite the easing pandemic in Europe and the US, which led to significant demand for connectors used in data communication, green energy and storage, electric vehicles and automotive electronics, and semiconductor equipment, the production and sales momentum in the Japanese market also saw a rebound. However, the Chinese market, which holds the largest market share, faced strict lockdown measures in coastal cities where major connector production bases are located. This resulted in low operating rates for many factories and hindered domestic logistics, leading to lower-than-expected economic growth. Additionally, with continued weak demand for smartphones and LCD TVs, the noticeable decline in the stay-at-home economy effect and rising global inflation dampened the sales of 3C application connectors such as laptops and home appliances. Consequently, it is estimated that the global connector industry market size will reach USD 90 billion in 2022, with an annual growth rate of 6.6%, the lowest since 2018.

Figure 1: Global Connector Industry Market Size Trend

==> picture [372 x 230] intentionally omitted <==

Note: The output value of the global connector industry in 2022 is an estimate by us. Source: AskCI Consulting Co., Ltd., compiled by Taiwan Industry Economics Services (December 2022)

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  • (2)Market supply and demand situation and growth in the future

In recent years, driven by continuous developments in communication, automotive, consumer electronics, industrial control, and rail transportation industries, the global connector market size has shown an overall expansion trend. According to the "2024-2029 Global and China Connector Industry Research and 14th Five-Year Plan Analysis Report" published by AskCI Consulting Co., Ltd., the global connector market size in 2023 was USD 96 billion, a year-on-year increase of 14.15%. Analysts from the China Commercial Industry Research Institute predict that the global connector market size will reach USD 105 billion in 2024.

==> picture [477 x 241] intentionally omitted <==

Data Source: Bishop & Associates, compiled by AskCI Consulting Co., Ltd. Global Connector Regional Market Structure

China, North America, and Europe are the main markets for global connectors, occupying the vast majority of market shares. In 2022, their market shares were 31.51%, 22.46%, and 20.61% respectively, totaling 74.58%.

==> picture [520 x 265] intentionally omitted <==

68

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.

4. Competitive niche

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

69

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

  7. 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.

  8. B. Global information and communication system manufacturers are becoming larger. The Company’s capital is relatively low comparing to major international manufacturers, making it difficult to carry out large-scaled new product development projects.

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

70

     - 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 -----

71

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

Unit: NT$thousands




Unit: NT$t
2022 2023 2024Q1
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 2,679,643
9.89%
None Company A 2,421,263
9.89%

None
2 Company B 2,360,149
8.71%
None Company B 1,940,011
7.92%

None
3 Company C 1,754,896
6.48%
None Company C 1,586,841
6.48%

None
Others 16,314,540
74.92%
Others 18,535,348
75.71%
Total 27,099,134
100%
Total 24,483,463
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. (2) Suppliers accounting for 10% of the Company's total shipments for the last two years

Unit: NT$thousands

2022 2022 2023 2023 2023 2024Q1 2024Q1
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 270,056
3.22%

None
Company A 196,615
3.49%

None
2 Company B 239,376
2.85%

None
Company B 194,264
3.45%

None
3 Company C 223,217
2.66%

None
Company C 174,029
3.09%

None
Others 7,811,026
91.27%

Others 5,069,134
89.97%

Total 8,396,303
100%

Total 5,634,042
100.00%

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.

72

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

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

2022
Domestic Sales
Export
Quantity
Quality
Quantity
Quality
2023
Export Domestic Sales Export
Quality Quantity Quality Quantity Quality Quantity Quality
Connectors & Cables 128,260
3,898,416

3,559,003

22,515,587

65,282

2,689,502

3,326,576

21,227,939
Others 3,579
283,780

9,621

401,351

2,316

213,126

2,939

352,896
Total 131,839
4,182,196

3,568,624

22,916,938

131,839

2,902,628

3,568,624

21,580,835

C. Employee information

March 31,2024 March 31,2024 March 31,2024 March 31,2024
Year 2022 2023 As of March 31, 2024
Staff Number Management 127 121 123
General staff 4,681 3,608 4,139
Operators 7,333 7,420 7,470
Total 12,141 11,149 11,732
Average Age 32.06 33.74 33.54
Average Seniority 3.24 4.48 4.47
Education PhD 0.08% 0.09% 0.10%
Master 0.94% 1.22% 1.22%
Bachelor 21.32% 26.25% 24.23%
High School 15.39% 16.13% 16.10%
Below 62.26% 56.31% 58.35%

D.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.

E. 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.

2. Education and training

In order to increase employee quality and working skills, reinforce the working efficiency

73

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. Retirement 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.

  • F. IT 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.

74

  • 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 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.

G. Important contracts

Nature Contracting Parties Contract start/end date Major Content Restrictive
Clauses
Borrowing
Agreement
E.SUN Commercial Bank Ltd. 2023.06.27~2024.06.27 Credit line None
Borrowing
Agreement
Bank Sinopac Co., Ltd. 2023.06.12~2024.06.30 Credit line None
Borrowing
Agreement
CTBC Bank Co., Ltd. 2023.08.31~2024.08.31 Credit line None
Borrowing
Agreement
Hua Nan Commercial Bank Ltd. 2024.03.22~2025.03.22 Credit line None
Borrowing
Agreement
Hua Nan Commercial Bank Ltd. 2023.08.28~2024.08.28 Dividend Project Dividend Project
Borrowing
Agreement
Taipei Fubon Commercial Bank Co., Ltd. 2022.03.08~2023.03.08 Credit line None

75

VI. Overview of Financial Status

A. 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, 2024
(Note)
2019 2020 2021 2022 2023
Current assets 11,400,712
13,054,559

16,959,937

22,090,479

26,074,754

Property, Plant and Equipment 3,514,714
4,495,974

6,882,186

8,871,880

9,129,914

Intangible assets 99,789
155,510

205,584

182,069

150,113

Other assets 388,701
661,820

822,486

775,192

373,212

Total assets 16,280,192
19,282,895

26,419,391

33,295,640

37,952,399

Current
liabilities
Before distribution 3,630,746
4,580,880

7,004,306

8,097,597

6,854,344

After distribution 4,717,264
5,957,136

8,699,952
10,901,172 Notyet allocated
Non-current liabilities 104,221
222,456

1,360,381

869,430

1,717,053

Total
liabilities
Before distribution 3,734,967
4,803,336

8,364,687

8,787,027

8,571,397

After distribution 4,821,485
6,179,592

10,060,333

11,590,602
Notyet allocated
Equity attributable to
shareholders of the parent
13,499,198
13,499,198

16,682,481

22,807,309

27,773,059

Capital stock 1,034,779
1,034,779

1,059,779

1,068,762

1,114,762

Capital surplus 3,958,247
3,958,247

5,283,698

6,307,022

8,896,393

Retained
earnings
Before distribution 7,471,519
9,101,144

11,200,170

15,761,019

18,552,928

After distribution 6,385,001 7,724,888 9,504,524 12,957,444 Notyet allocated
Other equity interest (594,972) (594,972) (682,333) (339,030) (790,983)
Treasury stock 0
0

0

0

0

Non-controlling interest 980,361
980,361

1,192,223

1,701,304

1,607,943

Total
equity
Before distribution 12,545,225
14,479,559

18,054,704

24,508,613

29,381,002

After distribution 11,458,707 13,103,303 16,359,058 21,705,038 Notyet allocated

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

Year
Item
Current assets
Property, Plant and Equipment
Intangible assets
Other assets
Total assets
Current liabilities
Before distribution
After distribution
Non-current liabilities
Total liabilities
Before distribution
After distribution
Equity attributable to shareholders of the
parent
Capital stock
Capital surplus
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
2019 2020 2021 2022 2023
5,476,170
5,643,845
7,648,068
11,060,372

14,483,740
Equipment 63,428
58,276
58,354
296,550

293,768
50,937
97,583
82,534
59,895

38,347
15,462
6,027
9,349
13,661

13,275
14,830,921
16,395,041
20,802,281
28,706,679

35,424,262
Before distribution 2,972,923
2,845,841
2,975,871
5,738,166

6,756,431
After distribution 4,059,441 4,222,097 4,671,517 8,541,741 Notyet allocated
42,672
50,002
963,929
161,222

894,772
Before distribution 3,015,595
2,895,843
3,939,800
5,899,388

7,651,203
After distribution 4,102,113 4,272,099 2,244,154 8,702,963 Notyet allocated
11,815,326
13,499,198
16,862,481
22,807,309

27,773,059
1,034,779
1,034,779
1,059,779
1,068,762

1,114,762
3,959,560
3,958,247
5,283,698
6,307,022

8,896,393

76

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
2019 2020 2021 2022 2023
Retained
earnings
Before distribution 7,471,519
9,101,144

11,200,170

15,761,019

18,552,928
After distribution 6,385,001 7,724,888 9,504,524 12,957,444 Notyet allocated
Other equity interest (650,532) (594,972) (682,333) (339,030) (790,983)
Treasury stock 0
0

0

0

0
Non-controlling interest 0
0

0

0

0
Total equity Before distribution 11,815,326
13,499,198

16,862,481

22,807,309

27,773,059
After distribution 10,728,808 12,122,942 15,166,835 20,003,734 Notyet 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, 2024
(Note)
2019 2020 2021 2022 2023
Operatingrevenue 15,088,872
17,291,332

21,391,917

27,099,134
24,483,463
Gross profit 5,467,910
6,930,195

8,557,306

15,161,454
11,481,062
Operating profit or loss 2,750,624
3,707,652

4,359,267

7.268.886
6,945,949
Non-operating income and
expenses
81,137
(37,650)

180,931

919,681
574,544
Profit before income tax 2,831,761
3,670,002

4,540,158

8,188,567
7,520,493
Current net profit from
continuingoperations
2,144,468
2,835,589

3,519,031

6,406,412
5,727,046
Loss from discontinued
operations
0 0 0 0 0
Net profit (loss) 2,144,468
2,835,589

3,519,031

6,406,412
5,727,046
Other comprehensive
income (loss) ( income after
tax)
(337,918)
42,913

(84,179)

345,772
(316,952)
Total comprehensive income
(loss)
1,806,550
2,878,502

3,434,852

6,752,184
5,410,094
Net profit attributable to
owners of the company
2,076,043
2,732,361

3,472,201

6,254,263
5,593,032
Net profit attributable to
non-controlling interests
68,425
103,228

46,830

153,149
134,014
Comprehensive income
attributable to owners of the
company
1,741,613
2,771,703

3,387,921

6,599,798
5,145,430
Comprehensive income
attributable to
non-controllinginterests
64,937
106,799

46,931

152,386
264,664
Earnings per share 20.11 26.41 33.32 58.70 50.65

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

77

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

Unit: NT$ thousands

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
2019 2020 2021 2022 2023
Operatingrevenue 9,968,334
11,362,435

14,151,210

17,440,172

15,473,450
Grossprofit 1,805,548
2,544,800

2,739,782

4,294,516

4,219,741
Operating profit or loss 1,230,782
1,884,003

1,986,941

3,431,537

3,404,485
Non-operating income and
expenses
1,126,841
1,255,369

1,953,510

3,703,836

3,130,322
Profit before income tax 2,357,623
3,139,372

3,940,451

7,135,373

6,534,807
Current net profit from
continuingoperations
2,076,043
2,732,361

3,472,201

6,254,263

5,593,032
Loss from discontinued
operations
Net profit (loss) 2,076,043
2,732,361

3,472,201

6,254,263

5,593,032
Other comprehensive
income (loss) ( income after
tax)
(334,430)
39,342

(84,280

345,535

(447,602)
Total comprehensive income
(loss)
1,741,613
2,771,703

3,387,921

6,599,798

5,145,430
Earningsper share 20.11 26.41 33.32 58.70 50.65

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

Year Accounting Firm Names of CPAs Audit 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
2023 KPMG Taiwan Li Fung-Hui,
TSAI,PEI-RU
Unqualified opinion

78

B. 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, 2024
(Note)
2019 2020 2021 2022 2023
Financial
structure%
Debt ratio (%) 22.94
24.90

31,66

26.39

22.58
Long-term capital to
property, plant and
equipment ratio(%)
359.89
327.00

282.10

284.02

340.61
Solvency% Current ratio (%) 314.00
284.97

242.13

272.80

380.41

Quick ratio (%)
255.79
227.75

181.67

225.61

340.14
Interest protection
multiples(times)
12,568.67
19,821.65

16,140.83

14,958.85

10,674.66
Operating
Ability
Receivable turnover
ratio(times)
2.67
2.68

2.72

2.77

2.40
Average collection
period
136
136

134

131

152
Inventory turnover
ratio(times)
4.06
4.06

3.50

3.50

3.66
Payable turnover ratio
(times)
5.21
4.70

4.99

6.07

6.20
Average days in sales 90
90

104

101

100
Property, plant and
equipment turnover
ratio(times)
4.39
4.31

3.76

3.44

2.72
Total assets turnover
ratio(times)
1.00
0.97

0.93

0.90

0.68
Profitability Return on assets(%) 13.92
15.44

15.29

21.09

15.58
Return on equity (%) 19.47
21.58

22.87

31.53

22.11

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

273.65

354.66

428.40

759.39

674.65


(note 7)
Netprofit ratio(%) 13.75
15.80

16.23

23.07

22.84
Earnings per share
(NT$)
20.11
26.41

33.32

58.70

50.65
Cash flow Cash flow ratio (%) 31.30
38.90

92.53

75.72

133.24
Cash flow adequacy
ratio(%)
88.74
93.98

104.28

95.50

115.68
Cash reinvestment ratio
(%)
6.02
7.99

16.14

20.62

17.01
Leverage Operating leverage 3.61
3.07

2.68

2.49

2.34
Financial leverage 1.00
1.01

1.01

1.01

1.01
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.Current ratio: The current ratio increased in 2023, primarily due to the cash capital increase and CB issuance, along with stable profit
contributions, resulting in an increase in cash and cash equivalents, causing current assets to grow more than current liabilities.
2.Quick ratio: The quick ratio increased in 2023, primarily due to the cash capital increase and CB issuance, along with stable profit
contributions, resulting in an increase in cash and cash equivalents, causing quick assets to grow more than current liabilities.
3.Interest protection multiples: The interest protection multiples decreased, mainly due to a decline in profits while interest expenses
increased.
4.Property, plant and equipment turnover ratio (times): The turnover ratio for property, plant, and equipment decreased, mainly due to a
decline in revenue for 2023, while property, plant, and equipment increased.
5.Total assets turnover ratio: The total assets turnover ratio decreased, mainly due to a decline in revenue for 2023, while the average total
assets increased.
6.Return on assets: The return on assets declined, mainly due to a decrease in profits for 2023.
7.Return on equity: The return on equity declined, mainly due to a decrease in profits for 2023.
8.Cash flow ratio: The cash flow ratio increased in 2023, primarily due to an increase in cash flow from operating activities greater than the
increase in current liabilities.
9.Cash flow adequacy ratio: The cash flow adequacy ratio increased in 2023, 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
2019 2020 2021 2022 2023
Financial
structure%
Debt ratio (%) 20.33
17.66

18.94

20.55

21.60
Long-term capital to property,
plant and equipment ratio (%)

18,695.21

23,250.05

30,548.74

7,745.25

9,758.66
Solvency% Current ratio (%) 184.20
198.32

257.00

192.75

214.37
Quick ratio (%) 164.20
173.19

223.45

175.31

205.38
Interest protection multiples
(times)
398,347
221,183

58,503

35,041

19.44
Operating
Ability
Receivable turnover ratio
(times)
2.68
2.76

2.78

2.74

2.43
Average collectionperiod 136
132

131.29

133.21

150
Inventoryturnover ratio(times) 14.18
12.90

12.56

12.20

12.37
Payable turnover ratio(times) 3.80
4.06

6.37

6.96

3.75
Average days in sales 26
28

29

30

30
Property, plant and equipment
turnover ratio(times)
173
186

242

98.28

52.42
Total assets turnover ratio
(times)
0.72
0.73

0.76

0.70

0.48
Profitability Return on assets(%) 13.41
15.07

17.51

18.70

17.53
Return on equity (%) 18.08
19.47

21.59

22.87

22.12

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

303.39

605.87

586.23
Netprofit ratio(%) 18.42
20.83

24.05

24.54

36.15
Earningsper share(NT$) 20.11
26.41

33.32

58.70

50.65
Cash flow Cash flow ratio (%) 1.78
32.31

28.97

(21.20)

81.60
Cash flow adequacy ratio (%) 60.28
53.40

46.51

24.69

96.08
Cash reinvestment ratio (%) (4.78)
0.51

(1.93)

(11.26)

9.49
Leverage Operating leverage 1.21
1.16

1.18

1.13

4.55
Financial leverage 1.00
1.00

1.00

1.01

1.01
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: The ratio increased in 2023, mainly due to the issuance of convertible
bonds, resulting in an increase in long-term capital, with the increase being greater than the increase in land acquisitions for
property, plant, and equipment.
2.Interest protection multiples: The interest protection multiples decreased in 2023, mainly due to an increase in interest expenses
while profits declined.
3.Payable turnover ratio: The payable turnover ratio significantly decreased in 2023, mainly due to a reduction in the cost of goods
sold while accounts payable increased.
4.Property, plant, and equipment turnover ratio: The ratio decreased mainly due to a decline in revenue for 2023, resulting in a
lower turnover of property, plant, and equipment.
5.Total assets turnover ratio: The ratio decreased mainly due to a decline in revenue for 2023, resulting in a lower turnover of total
assets.
6.Net profit ratio: The net profit ratio increased in 2023 due to an increase in gross profit and a reduction in expenses.
7.Cash flow ratio: The cash flow ratio increased in 2023, primarily due to an increase in cash flow from operating activities while
current liabilities significantly increased.
8.Cash flow adequacy ratio and cash reinvestment ratio: Both ratios increased in 2023, mainly due to an increase in cash flow from
operatingactivities.

80

  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)

81

  • 3.2023 Audit Report of Supervisors for the Financial Statements

Lotes Co., Ltd. Audit Report of Supervisors

The Board of Directors had prepared and delivered the 2023 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,

2024 Shareholders General Meeting of Lotes Co., Ltd.

Audit Committee Convenor: WU, CHANG-HSIU

March 12, 2024

82

4. 2023 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, 2023 and 2022, the Statement of Comprehensive Income as of January 1 to December 31, 2023 and 2022 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, 2023 and 2022 in Lotes and the financial performance and consolidated cash flow of January 1 to December 31, 2023 and 2022 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 2023 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 (16) 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.

~83~

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 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.

~84~

Emphasis of Matter

As disclosed in Note III (1) to the parent company only financial statements, effective January 1, 2023, Lotes adopted the amendments to IAS 12, which was recognized and issued by the Financial Supervisory Commission, for the preparation of its financial statements, and restated its parent

company only financial statements for the year ended December 31, 2022 retrospectively. We have not modified our audit opinion accordingly.

Other Matters

Lotes has prepared its parent company only financial statements for fiscal years 2023 and 2022, and we have issued an unqualified audit report thereon for your information.

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 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.

  2. 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.

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

  4. 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

~85~

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.

  1. 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.

  2. 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 2023 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.

~86~

KPMG Taiwan

CPAs:

Competent CHIN-KUAN-CHENG-SHENAuthority of : TZU No. 1000011652 Securities CHIN-KUAN-CHENG-SHENApproval TZU No. 1110333933 Certificate No.[March 12, 2024 ]

~87~

Lotes Co., Ltd.

Unit: NT$ 1,000

Balance Sheet

December 31, 2023, December 31, 2022 and January 1, 2022

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
1470
Other current assets

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
Dec. 31, 2023
Amount
%
$ 7,936,834
22
7,307 -
1,383 -
5,839,889
17
35,703 -
54,891 -
3 -
135 -
600,365
2
7,215 -
15
-
(Restated)
Dec. 31, 2022
(Restated)
Jan. 1, 2022
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 -

12,627,056
61

58,354 -
59 -

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

13,156,780
63
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, 2023
Amount
%
$ 1,580,000
4
3,605 -
5,191 -
2,000 -
3,742,662
11
386,979
1
4,356 -
593,337
2
59 -
420,182
1
18,060 -
-
-
(Restated)
Dec. 31, 2022
Amount
%

1,830,000
6
29,321 -
8,390 -
18,359 -

2,218,939
8

428,315
1
6,377 -

795,052
3
-
-

384,044
2
11,008 -
8,361
-
(Restated)
Jan. 1, 2022
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 -
-
-
Amount
%

3,127,767
11
16,531 -
1,394 -

6,852,416
24
22,514 -
38,176 -
420 -
135 -

995,827
4
5,192 -
-
-
6,756,431
19


5,738,166
20

2,975,871
14
14,483,740
41

11,060,372
39

850,247
3
-
-
43,534 -
948 -
43
-


-
-
117,814 -
41,410 -
1,955 -
43
-
911,927
5
-
-
45,220 -
6,038 -
744
-

26,916 -
1,144 -
20,181,601
57
293,768
1
59 -
221,387
1
38,347 -
164,025 -
13,275
-

-
-
4,595 -

16,943,782
59

296,550
1
-
-

226,041
1
59,895 -
106,064 -
13,661
-
894,772
3

161,222
-
963,929
5

7,651,203
22


5,899,388
20

3,939,800
19

1,113,298
3
1,423 -
8,896,393
25
18,552,928
52
(790,983)
(2)


1,068,762
4
9,536 -

6,307,022
22

15,765,305
55

(339,053)
(1)

1,059,779
5
1,167 -

5,283,698
25

11,202,788
54

(682,384)
(3)

20,940,522
59


17,650,588
61


27,773,059
78




22,811,572
80




16,865,048
81

$
35,424,262
100


28,710,960
100
20,804,848
100

Total of assets

$ 35,424,262 100 28,710,960 100 20,804,848 100

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

Chairperson: CHU, TE-HSIANG

Accounting Manager: LIU, HSIN-HSIA

~88~

Lotes Co., Ltd.

Statement of Comprehensive Income

From January 1 to December 31, 2023 and 2022

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
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))
2023 %

100

73
(Restated)
2022

%

100

75
Amount
$ 15,473,450
11,253,709
Amount

17,440,172

13,145,656

4,219,741


27


4,294,516


25

306,238
450,781
59,862
(1,625)


2

3

-

-


420,304

378,064
62,879
1,732


2

2

-

-

815,256


5


862,979


4

3,404,485


22


3,431,537


21

264,179
175,636
(71,334)
(33,786)
2,795,627


2

1

-

-

18


25,756

194,240
507,645
(20,421)

2,998,284


-

1

3

-

17

3,130,322


21


3,705,504


21

6,534,807
941,775


43

6


7,137,041

881,110


42

5

5,593,032


37


6,255,931


37

(2,292)
3,982
(38)
(458)


-

-

-

-

2,790
(3,483)
(2,997)
558


-

-

-

-

2,110


-
(4,248)
-

(449,712)
-


(3)
-


349,811
-


2
-
(449,712)
(3)

349,811

2

(447,602)



(3)



345,563


2

$
5,145,430



34



6,601,494


39

$

50.65


58.72
$ 50.19 57.88

(Please read the Notes to the Parent Company Only Financial Statements) Chairperson: CHU, TE-HSIANG Manager: HO, TE-YU Accounting Manager: LIU, HSIN-HSIA ~89~

Lotes Co., Ltd.

Statement of Change in Equity

From January 1 to December 31, 2023 and 2022

Unit: NT$ 1,000

Balance on January 1, 2022
Effects of retrospective application of new standards
Balance after restatement on January 1, 2022
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 bonds
Conversion of convertible bonds
Balance after restatement on December 31, 2022
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 ownership of subsidiaries
Balance on December 31, 2023
Share capital Capital
reserves
Retained earnings Other equity items Other equity items Total equity

16,862,481

2,567
Exchange
difference
between foreign
operating office’s
statement
Unrealized gain
or loss on
financial assets
measured at
**FVTOCI **
Unearned
compensation
to employees
Total
Share capital for
ordinary shares
Certificates of
bond-to-stock
conversion
Total Legal reserve Special reserve Undistributed
earnings
**Total **
$ 1,059,779
-

1,167
-

1,060,946
-

5,283,698
-

1,571,158
-

594,972
-

9,034,040
2,618

11,200,170

2,618

(669,055)

(51)

(13,278)

-

-
-
(682,333)
(51)
1,059,779
1,167

1,060,946

5,283,698

1,571,158

594,972


9,036,658



11,202,788



(669,106)


(13,278)

-

(682,384)



16,865,048

-
-


-
-


-
-


-
-


-
-


-
-


6,255,931
2,232



6,255,931

2,232



-

349,811


-

(6,480)

-

-

-
343,331


6,255,931

345,563
- - - - - -
6,258,163



6,258,163



349,811



(6,480)


-

343,331



6,601,494
-
-
-
-
-
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)
-
-
-


-
-

-
-
-
-


-
-
-
-
-
-

-
-
-
-
-
-

-
-
-
-
-
-


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

1,068,762
-
-



9,536
-
-



1,078,298
-
-



6,307,022
-
-


1,918,686
-
-

682,333
-
-

13,164,286
5,593,032
(1,834)

15,765,305

5,593,032

(1,834)

(319,295)

-

(449,712)

(19,758)
-

3,944

-
-

-
(339,053)
-
(445,768)


22,811,572
5,593,032

(447,602)
- - - - - -
5,591,198



5,591,198



(449,712)



3,944


-

(445,768)



5,145,430
-
-
-
-
-
-
35,000
9,536
-
-
-
-
-
-
-

-

(8,113)
-
-
-
-
-
-
-
35,000

1,423
-
-
-
-
114,556
24,049
52,309

2,270,973

127,484
-
625,649
-
-

-

-

-

-

-
-

-
(343,303)
-
-
-
-
-
-
-

(625,649)

343,303
(2,803,575)
-
-
-
-
-
-



-

-

(2,803,575)
-
-
-
-
-
-


-
-

-
-
-
-
-
-
-


-
-
-
-
-
-
-
-
-

-
-
-
-
-
-
-
-
(6,162)

-
-
-
-
-
-
-
-

(6,162)


-
-
(2,803,575)
114,556
24,049
52,309
2,305,973
128,907

(6,162)
$
1,113,298

1,423

1,114,721

8,896,393

2,544,335

339,030

15,669,563

18,552,928

(769,007)

(15,814)


(6,162)



(790,983)



27,773,059

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

Chairperson: CHU, TE-HSIANG

Accounting Manager: LIU, HSIN-HSIA

~90~

Lotes Co., Ltd.

Statement of Cash Flows

From January 1 to December 31, 2023 and 2022

Unit: NT$ 1,000

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
Investment impairment loss accounted for using equity method
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
Decrease (increase) in accounts receivable
Increase in other receivables
Decrease (increase) in inventory
Increase in advance payment
Increase in other current assets
Total net change in the assets related to operating activities
Net change in the liabilities related to operating activities:
Decrease in contract liabilities
Decrease in notes payable
Increase in accounts payable
Increase (decrease) in other payables
Decrease in provision for liabilities
Increase 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 used in operating activities
Cash flows in investing activities:
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
Acquisition of intangible assets
Acquisition of investment property
Decrease (increase) 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
2023
$ 6,534,807
11,966
22,062
(1,625)
33,786
(264,179)
(441)
(2,795,627)
(2,736)
24,860
-
40,413
(29)
52,309
2022

7,137,041

10,192

22,639

1,732

20,421

(25,756)

(300)

(2,998,284)

(12,990)

-
(35)

36,076

34

-

(2,879,241)


(2,946,271)

11
1,000,963
(25,644)
355,049
(2,023)
(15)



517

(1,031,636)

(6,651)

(36,049)

(2,472)

-

1,328,341


(1,076,291)

(25,716)
(3,199)
1,507,363
(42,780)
(168)
7,052
36,138
-



(12,220)

(5,012)

716,852

138,661

(1,020)

3,567

188,939
(701)
1,478,690

1,029,066

2,807,031



(47,225)

(72,210)



(2,993,496)

6,462,597
273,525
441
(21,435)
(1,202,000)



4,143,545

16,455

300

(13,201)

(480,627)

5,513,128



3,666,472

7,433
(25,000)
10,949
(898,915)
(4,471)
29
(514)
-
386



1,422

(8,000)

5,035

(844,045)

(4,654)

40

-
(169,534)

(4,312)
(910,103)

(1,024,048)

(250,000)
1,079,878
-
(126,175)
(59)
(2,803,575)
2,305,973
-



1,277,760

-
130,000

(3,825)

(59)

(1,695,646)

-
(2,800)
206,042

(294,570)

4,809,067
3,127,767



2,347,854

779,913

$
7,936,834



3,127,767

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

Accounting Manager: LIU, HSIN-HSIA

~91~

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

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

2023 & 2022

(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 12, 2024.

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

Effective January 1, 2023, the Company adopted the following newly revised IFRSs, the impact of which is described below:

  1. Amendments to IAS 12 “Deferred Tax related to Assets and Liabilities arising from a Single Transaction”

The amendments restrict the scope of the recognition exemption. When the original recognition of a transaction results in an equal amount of taxable and deductible temporary differences, the recognition exemption no longer applies, and an equal amount of deferred income tax assets and deferred income tax liabilities should be recognized. This accounting change resulted in an increase of NT$2,567 thousand, an increase of NT$2,618 thousand and a decrease of NT$51 thousand in investments accounted for using equity method, retained earnings and other equity, respectively, as of January 1, 2022, and an increase of NT$4,263 thousand, an increase of NT$4,286 thousand and a decrease of NT$23 thousand in investments accounted for using the equity method, retained earnings and other equity, respectively, as of December 31, 2022. The share of profit or loss of subsidiaries, associates and joint ventures accounted for using equity method decreased by

~92~

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

NT$1,668 thousand, while basic earnings per share and diluted earnings per share increased by NT$0.02 and NT$0.01, respectively, and had no impact on net cash flows for the year ended December 31, 2022.

If the Company had followed the previous accounting policy, the investments accounted for using equity method, retained earnings and other equity as of December 31, 2023 would have been increased by NT$6,877 thousand, decreased by NT$7,023 thousand and increased by NT$146 thousand, respectively. For the year ended December 31, 2023, the share of profit or loss of subsidiaries, associates and joint ventures accounted for using equity method would have been increased by NT$2,737 thousand, basic earnings per share and diluted earnings per share would have been decreased by $0.02 and $0.03, respectively, and there would have been no effect on net cash flows.

2. Others

The following revised standards are also effective January 1, 2023, but did not have a significant impact on the parent company only financial statements:

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

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

In addition, effective May 23, 2023, the Company adopted the amendments to IAS 12, "International Tax Reform - Pillar Two Model Rules", which provide a temporary mandatory exemption and applies retrospectively to the accounting for deferred income taxes related to supplemental taxes and newly disclose Pillar II income tax risk information from the annual reporting period which began from January 1, 2023. However, as of December 31, 2022, no country where the Company operates has enacted or substantively enacted legislation related to supplemental tax, and no related deferred income tax has been recognized; therefore, the retroactive application of the amendment had no impact on the parent company only financial statements. The Company is closely monitoring the progress of the legislation on the introduction of the global minimum tax in each of the jurisdictions in which the Company operates and will disclose the mandatory exemption and the new disclosure requirements in the 2023 parent company only financial statements. Please refer to Note VI (18) Income Tax for more details.

  • (2) Effects of new and revised standards and interpretation has been approved by FSC but not yet being adopted

The Company assessed that the application of the following newly revised IFRSs, effective January 1, 2024, would not have a material impact on the parent company only financial statements.

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

‧Amendments to IAS 1, “Non-current Liabilities with Covenants”

‧Amendments to IAS 7 and IFRS 7, “Supplier Finance Arrangements”

  • ‧Amendments to IFRS 16, “Lease Liability in a Sale and Leaseback”

~93~

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

(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 IFRS 17, "First-time Application of IFRS 17 and IFRS 9 Comparative Information"

‧Amendments to IAS 21, “Lack of Exchangeability”

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 (17).

2. Functional Currency and Presentation Currency

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.

~94~

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

(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, 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.

~95~

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

(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 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

~96~

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

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 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.

~97~

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

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 not measured at amortized cost or through other comprehensive income at fair value (e.g., financial assets held for trading and managed on a fair value basis for performance evaluation) are measured at fair value through profit or loss, 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 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.

~98~

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

  • 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.

  • (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).

(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

~99~

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

  • 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 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;

~100~

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

  • 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

(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.

~101~

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

(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 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.

~102~

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

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) Investments in Associates

Associates are entities over which the Company has significant influence, but not control or joint control, over financial and operating policies.

The Company accounts for its interests in associates using the equity method. Under the equity method, the investment is initially recognized at cost, including the cost of the transaction. The carrying amount of the investment in associates includes goodwill identified at the time of the initial investment, less any accumulated impairment losses.

The parent company only financial reports include the Company's share of the profits or losses and other comprehensive income of the associates, from the date of significant influence until the date when significant influence is lost, after adjustments consistent with the Company’s accounting policies. When an associate undergoes an equity transaction affecting comprehensive income and other comprehensive income that does not affect the Company’s ownership percentage, the Company recognizes any changes in equity

~103~

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

proportionately as capital reserves.

Unrealized gains and losses arising from transactions between the Company and its associates are recognized in the financial statements only to the extent unrelated to the investor's interest in the associates. When the Company’s share of losses in an associate equals or exceeds its interest in the associate, recognition of further losses is stopped unless there is a legal or constructive obligation or payments have been made on behalf of the investee.

When an associate issues new shares and the Company does not subscribe proportionately, causing a change in its ownership percentage and thus changing the net equity value of the investment, such changes are adjusted against capital reserves for equity method investments. If this adjustment reduces the capital reserves and the remaining balance of capital reserves from equity method investments is insufficient, the difference is charged against retained earnings. However, if the Company’s ownership interest in the associate decreases without subscribing proportionately, previously recognized amounts related to the associate in other comprehensive income are reclassified proportionally, based on the same basis as if the associate had directly disposed of related assets or liabilities.

(9) Investing subsidiary

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

(10) 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

~104~

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

straight-line method during the lease term. The incentive to lease is recognized as part of the rental income during the lease term.

(11) 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 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 3-10 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.

(12) 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.

~105~

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

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.

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.

~106~

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

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 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.

  • (13) 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.

~107~

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

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. (14) 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 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. (15) 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.

(16) 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.

~108~

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

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 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.

(17) Employee benefits

1. Defined contribution plan

The obligation for contributions under the defined contribution plan is recognized as an expense during the period in which the employees provide services.

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.

~109~

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

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 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.

(18) 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.

(19) 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

~110~

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

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 is recognized for temporary differences between the carrying amounts of assets and liabilities at the reporting date and their tax bases. Deferred income tax is not recognized for the following temporary differences:

  1. Temporary differences arising from the initial recognition of assets or liabilities in transactions that are not business combinations and, at the time of the transaction, (i) do not affect either accounting profit or taxable income (loss) and (ii) do not result in taxable and deductible temporary differences in equal amounts.

  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; (1) Same subject of tax payment; or

  3. (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.

~111~

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

(20) 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.

(21) 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.

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.

~112~

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

VI. Descriptions for Important Accounting Items

  • (1) Cash and cash equivalents
Petty cash
Checks and demand deposits
Time deposits
Cash and cash equivalents listed on the Statement
Dec. 31, 2023
$ 155
461,239
7,475,440
$
7,936,834


Dec. 31, 2022
59
698,497
2,429,211
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
Embedded derivatives—right of redemption
Non-derivative financial assets
Private equity funds
Total
Dec. 31, 2023
$ 7,307
2,205
24,711
Dec. 31, 2022

16,531

-

-

$
34,223


16,531

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

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, 2023
$ 1,129
15
Dec. 31, 2022

4,426

169
$
1,144

4,595

~113~

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

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 2023 and 2022.

On February 20, 2023, December 29, 2023, and September 30, 2022, the Company adjusted its investment portfolio for asset allocation considerations to diversify risk, selling specified investments in SteadyBeat Technology Corporation measured at fair value through other comprehensive income. The fair values at the time of disposal were NT$4,889 thousand, NT$2,544 thousand, and NT$1,422 thousand, respectively, with accumulated gains or losses on disposal of NT$0 thousand.

For information on market risks, refer to note 6(25)5.

As of December 31, 2023, and December 31, 2022, there were no financial assets of the Company provided as collateral for pledges.

(3) Notes receivable, accounts receivable and other receivables

Notes receivable
Accounts receivable
Other receivables
Less: provisions
Dec. 31, 2023
$ 1,383
5,877,903
57,445
4,862



Dec. 31, 2022
1,394
6,878,866
41,147
6,487
6,914,920

$
5,931,869

For changes in the allowance for doubtful accounts and notes receivable of the Company as of December 31, 2023, and December 31, 2022, please refer to note 6(25)1.(3) for a description of impairment losses.

(4) Inventory

for a description of impairment losses.
Inventory
Merchandises
Finished goods
Work in process
Raw materials
Dec. 31, 2023
$ 598,399
1,946
3
17



Dec. 31, 2022
992,396
3,430
-
1
995,827
$
600,365

The Company’s inventory as of December 31, 2023 and 2022 including allowance for inventory losses are NT$125,716 thousand dollars and NT$98,280 thousand dollars respectively.

~114~

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

The Company recognized inventory-related expenses (gain) as follows:

Cost of goods sold
Inventory valuation and disposal loss
Total
2023
$ 11,213,296
40,413
$
11,253,709
2022

13,109,580
36,076
13,145,656

As of December 31, 2023 and 2022, 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
Associates
Dec. 31, 2023
$ 20,103,401
78,200
Dec. 31, 2022

16,943,782

-

$
20,181,601


16,943,782

1. Subsidiaries

Please refer to the consolidated financial statements for year 2023.

2. Associates

The Company uses the equity method for associates that individually are not significant. The aggregated financial information for these associates, which is included in the parent company only financial reports, is as follows:

Total book value of the Company’s interest in
individually insignificant associates at the end of
the period:
Share attributable to the Company:
Total comprehensive income (i.e., net profit (loss)
from continuing operations for the period)
Dec. 31, 2023
$
78,200
Dec. 31, 2022

-

2023
$
(17,695)

2022

-

3. Guarantee

As of December 31, 2023 and 2022, the Company’s investments accounted for using the equity method did not provide security for the pledge.

~115~

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

(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, 2023
Addition
Disposal
Balance on December 31, 2023
Balance on January 1, 2022
Addition
Investment property transferred in
Disposal
Balance on December 31, 2022
Losses on depreciation and impairment:
Balance on January 1, 2023
Depreciation in the year
Disposal
Balance on December 31, 2023
Balance on January 1, 2022
Depreciation in the year
Disposal
Investment property transferred in
Balance on December 31, 2022
Book value:
December 31, 2023
December 31, 2022
Land
$ 249,650
-
-
Buildings

55,866
-
-
Machinery
equipment

10,691
923
(1,447)
Other

55,346

3,548
(645)


Total

371,553

4,471
(2,092)
$
249,650
55,866
10,167

58,249

373,932

$ 28,250
-
221,400
-


32,438
-

23,428
-


11,920
-

-
(1,229)


51,455
4,654
-
(763)




124,063

4,654
244,828
(1,992)
$
249,650
55,866
10,691

55,346

371,553

$ -
-
-

23,358
1,384
-


10,513

174
(1,447)


41,132

5,695
(645)




75,003

7,253
(2,092)
$
-
24,742
9,240

46,182

80,164
$ -
-
-
-

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
$
249,650

31,124

927

12,067

293,768

$
249,650

32,508
178
14,214

296,550

As of December 31, 2023, and December 31, 2022, property, plant and equipment were

used as collateral for 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, 2023
Addition
Balance on December 31, 2023
Balance on January 1, 2022
Derecognition upon maturity
Balance on December 31, 2022
Depreciation of right-of-use assets:
Balance on January 1, 2023
Depreciation for the period
Balance on December 31, 2023
Balance on January 1, 2022
Depreciation for the period
Derecognition upon maturity
Balance on December 31, 2022
Book value:
December 31, 2023
December 31, 2022
Buildings
$ -
118
$
118
$ 118
(118)

$
-
$ -
59
$
59
$ 59
59
(118)

$
-
$
59
$
-

~116~

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, 2023
Balance on December 31, 2023
Balance on January 1, 2022
Addition
Reclassified to property, plant, and equipment
Balance on December 31, 2022
Losses on depreciation and impairment:
Balance on January 1, 2023
Depreciation
Balance on December 31, 2023
Balance on January 1, 2022
Depreciation
Reclassified to property, plant, and equipment
Balance on December 31, 2022
Book value:
December 31, 2023
December 31, 2022
Fair value:
December 31, 2023
December 31, 2022
Land
$ 129,386
Buildings
102,244
Buildings
102,244
Total
231,630

$
129,386

102,244

231,630

$ 260,576
90,210

(221,400)

46,348
79,324
(23,428)

306,924
169,534
(244,828)


$
129,386

102,244

231,630

$ -
-

5,589
4,654

5,589
4,654
$
-

10,243

10,243
$ -
-

-

6,668
3,099
(4,178)

6,668
3,099
(4,178)

$
-

5,589

5,589
$
129,386

92,001

221,387

$
129,386

96,655

226,041




$
236,930

$
233,945

As of December 31, 2023, and 2022, for details of investment properties serving as collateral for 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, 2023
Separate acquisition
Balance on December 31, 2023
Balance on January 1, 2022
Balance on December 31, 2022
Losses on amortization and impairment:
Balance on January 1, 2023
Amortization for the period
Balance on December 31, 2023
Balance on January 1, 2022
Amortization for the period
Balance on December 31, 2022
Book value:
Balance on December 31, 2023
Balance on December 31, 2022
$ Computer
software
111,084
514
Computer
software
111,084
514

Other
600
-
Total
111,684
514
112,198
111,684
111,684
51,789
22,062
73,851
29,150
22,639
51,789
38,347
59,895
$ 111,598 600
$
111,084
600
$
111,084
600
$
51,789
22,062

-
-
$
73,851
-
$
29,150
22,639

-
-
$
51,789
-
$
37,747
600
$
59,295
600

~117~

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

(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, 2023
$
1,580,000
Dec. 31, 2023
$
1,580,000
Dec. 31, 2022
1,830,000
1,922,010
1.55%~1.80%

$
2,167,625

1.80%~1.90%

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, 2023
$ -
-
$
-
$
-
-
Dec. 31, 2022
126,175
8,361
117,814
-
1.75%

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 convertible bonds is as follows:

Total amount of convertible bonds issued
Cumulative amount redeemed
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
Dec. 31, 2023
$ 1,000,000
-
(118,100)
(31,653)
$
850,247
$
2,205
$
114,556
2023
$
1,300
$
12,928
Dec. 31, 2022

1,000,000
(2,800)

(997,200)
-
-
-
-
2022
(576)
6,795

1. The Company's first domestic unsecured convertible bonds

~118~

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

(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 was $535. 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. 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.

  • B. 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.

(2) Conversion details

In 2022, bondholders have requested the conversion of 9,333 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. The net change in capital surplus generated by the bond conversion during the current period is NT$895,831,000. Also, the share capital generated by the bond conversion is NT$17,352,000. 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.

~119~

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

2. The Company's second domestic unsecured convertible bonds

(1) Issuance Details

On March 9, 2023, the Company issued 10,000 zero percent coupon, three-year unsecured convertible bonds, which will be repaid at maturity in cash based on the face value of the bonds.

The conversion price was initially set at NT$862.1 per share at issuance. If any adjustments to the conversion price occur according to the terms provided in the issuance related to the Company’s common shares, the conversion price is adjusted accordingly. As of December 31, 2023, the conversion price was NT$829.9. These bonds do not have reset clauses.

The right to redeem the bonds for cash at face value applies if one of the following conditions is met:

  • A. From the day after three months following the issuance until forty days before the end of the issuance period, if the closing price of the Company's common stock on the Taiwan Stock Exchange exceeds the conversion price of the bonds by at least 30% for thirty consecutive trading days.

  • B. From the day after three months following the issuance until forty days before the end of the issuance period, if the outstanding balance of the bonds is less than 10% of the original total amount issued.

(2) Conversion Details

During the year 2023, bondholders requested the conversion of 1,181 of the Company's second three-year unsecured convertible bonds. The total book value at the time of conversion was NT$113,861 thousand. The net change in capital reserves resulting from these conversions was NT$112,143 thousand, and an additional NT$1,423 thousand was generated in paid-in capital due to these conversions. For details on the conversion of share capital, please refer to note 6(19).

(13) Lease liabilities

The carrying amounts of the Company’s lease liabilities are as follows:

Current Dec. 31, 2023
$
59
Dec. 31, 2022
-

Please refer to Note VI (25) for the maturity analysis.

The amounts recognized in the profit and loss are as follows:

Interest expense for lease liabilities
Short-term lease expense
2023
$
1
2022
1
$
-
47

~120~

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

The amounts recognized in the Statement of Cash Flows are as follows:

Total cash outflow for leases
efund liabilities - current
Refund liabilities - current
2023
$
60
Dec. 31, 2023
$
420,182
2022

107
Dec. 31, 2022
384,044

(14) Refund liabilities - current

The refund liabilities are mainly the prepayments to customers for the sales discount and defects of electronic components.

  • (15) Provision for liabilities
Provision for liabilities - non-current
Employee benefits
Dec. 31, 2023
$
43,534
Dec. 31, 2022
41,410

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
Total undiscounted lease payments
Dec. 31, 2023
$ 1,660
256
89
-
Dec. 31, 2022
2,816
1,176
126
88
4,206
$
2,005

Rental income generated from investment properties was NT$2,868,000 dollars and NT$1,464,000 dollars for 2023 and 2022 respectively. The direct operating expenses (including maintenance) incurred by the investment properties that generated rental income during the period were NT$4,823,000 dollars and NT$3,332,000 dollars respectively.

~121~

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

(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:

fair value of plan assets of the Company is as follows:
Present value of defined benefit obligations
Fair value of plan assets
Net defined benefit liability
Dec. 31, 2023
$ 79,676
(36,142)
Dec. 31, 2022

78,993

(37,583)

$
43,534


41,410
Details of the employee benefit liabilities of the Company are as follows: Details of the employee benefit liabilities of the Company are as follows: Details of the employee benefit liabilities of the Company are as follows: Details of the employee benefit liabilities of the Company are as follows:
Dec. 31, 2023 Dec. 31, 2022
Liabilities from paid leaves $
3,975
5,354

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 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$ 36,142,000 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.

~122~

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

(2) Changes in the present values of defined benefit obligations

Changes in the present values of defined obligations of the Company in 2023 and in 2022 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
2023
$ 78,993
1,485
2,583
(3,385)
2022

78,057

1,128

(192)

-

$
79,676

78,993

(3) Changes in fair value of plan assets

The changes in the fair value of defined benefit plan assets of the Company in 2023 and in 2022 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
Fair value of plan assets on December 31
2023
$ 37,583
486
291
1,167
(3,385)
2022

32,837

228

2,598

1,920

-

$
36,142

37,583

(4) Expenses recognized in profit or loss

The expenses of the Company recognized in profit or loss in 2023 and in 2022 are as follows:

Service cost for the period
Net interest of net defined benefit liabilities
Operating cost
Promotion expense
Administration expense
R&D expense
2023
$ 468
531
2022

587

313
$
999
900
$ 102
424
318
155

106

362

295

137
$
999

900

~123~

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

(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 2023 and 2022 are as follows:

Accumulated balance on January 1
Amount recognized in the year
Accumulated balance on December 31
2023
$ 938
(2,292)
2022
(1,852)
2,790

$
(1,354)

938

(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, 2023
1.20%
2.00%
Dec. 31, 2022
1.30%
2.00%

The Company anticipates making contributions to defined benefit plans amounting to NT$1,185 thousand and NT$1,149 thousand within one year following the reporting dates of 2023 and 2022, respectively.

The weighted average duration of the defined benefit plan for 2023 is 9 years.

(7) Sensitivity analysis

The effects of changes in the main actuarial assumptions adopted on December 31,

2023 and 2022 on the present value of defined benefit obligations are as follows:

December 31, 2023
Discount rate
Increase in future salary
December 31, 2022
Discount rate
Increase in future salary
Effects on defined benefit
obligations
Increased by
0.25%
Decreased by
0.25%
$ (1,835)
1,899
1,879
(1,825)
Effects on defined benefit
obligations
Increased by
0.25%
Decreased by
0.25%
(1,918)
1,987
1,968
(1,909)
Increased by
0.25%
(1,918)
1,968

~124~

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

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 2023 and 2022 are NT$7,671,000 and NT$7,383,000 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
Deferred income tax expense
Occurrence and reversal of temporary difference
Income tax expense
2023
$ 856,202
158,529
(14,446)
2022

884,732

67,237

(26,456)

1,000,285



925,513

(58,510)



(44,403)

$
941,775



881,110

The income tax expenses (profit) of the Company recognized in other comprehensive income in 2023 and in 2022 are as follows:

Components of other comprehensive income that will
not be reclassified to profit or loss:
Remeasurement of defined benefit plan
2023
$
(458)
2022
558

~125~

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

The reconciliation of the relationship between the income tax expense (profit) and the net profit before tax of the Company in 2023 and in 2022 is as follows:

Net profit before tax
Income tax calculated based on the tax rate of the place
where the Company located
Adjustments in accordance with local tax laws
Adjustment of current income tax for the prior period
Surtax on undistributed retained earnings
Total
2023
$ 6,534,807
2022
7,137,041


1,306,961
(509,269)
(14,446)
158,529

1,427,408
(587,089)
(26,456)
67,237

$
941,775

881,100

2. Deferred tax assets and liabilities

(1) Recognized deferred tax assets

Losses from inventory price drop and obsolescence
Unappropriated pension expenses
Losses from the price drop of fixed assets and idle
assets
Refund liabilities and accounts payable
Unrealized foreign exchange losses
Remeasurement of defined benefit plan
Deferred tax assets
Dec. 31, 2023
$ 25,143
203
44
84,037
45,712
8,886
Dec. 31, 2022
19,656
237
44
76,809
890
8,428

$
164,025

106,064

(2) Recognized deferred income tax liabilities

) Recognized deferred income tax liabilities
Unrealized gains on financial assets
Deferred income tax liabilities
Dec. 31, 2023 Dec. 31, 2022

1,955

1,955
$ 948
$
948

3. Income tax approval

The approval on the filing of final income tax return of the Company has lasted till the year 2021 as required by the taxing authority.

4. Global Minimum Tax

The Company's subsidiaries operating in Vietnam have obtained additional tax incentives, resulting in an effective tax rate below 15%.

The Company recognizes supplementary taxes as current income tax when incurred, and temporary exemptions are applied to the related deferred income tax accounting for supplementary taxes, as detailed in Note (4).

~126~

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

(19) Capital and other equity

As of December 31, 2023 and 2022, 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 $1,113,298,000 and $1,068,762,000 dollars, separately.

In 2023, due to convertible bondholders exercising their conversion rights, the Company issued 142 thousand new shares. The issuance is pending legal registration and thus is recorded under bond conversion entitlement certificates at NT$1,423 thousand.

On November 10 and December 15, 2022, the board of directors resolved to issue 3,500 thousand new shares via a cash capital increase at NT$10 per share and an issue price of NT$660 per share, with April 7, 2023, set as the base date for the capital increase. This capital increase was approved by the Financial Supervisory Commission and legally registered on April 25, 2023.

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, due to convertible bondholders exercising their conversion rights, the Company issued 117 thousand new shares. Since the legal registration process was not yet completed, it is recorded under bond conversion entitlement certificates at NT$1,167 thousand, and the registration was completed in April 2022.

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
Expired subscription rights
Dec. 31, 2023
$ 6,951,216
1,266,891
423

522,172
40,330
114,556
805






Dec. 31, 2022
4,628,739
1,139,407
423
498,123
40,330
-
-
6,307,022
$
8,896,393

In accordance with the Company Act, capital surplus is required to cover losses first 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

~127~

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

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, after the final settlement of each year’s earnings, the Company shall first complete tax contributions, make up for prior years’ deficits, and set aside 10% as a legal reserve, except when the legal reserve has reached the total capital level. Subsequently, according to the laws, the special reserve may be set aside or reversed; if there are any profits remaining, along with accumulated undistributed profits, the board of directors will prepare a profit distribution proposal for resolution at the shareholder's meeting. The distribution of shareholder dividends must not be less than 20% of the net amount of the year's after-tax profits after legally mandated profit reserves have been deducted.

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.

~128~

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

(3) Profit distribution

The Company resolved the profit distribution for the fiscal years 2022 and 2021 at the annual general shareholders' meetings held on June 16, 2023, and June 17, 2022, respectively. The amounts distributed as dividends to shareholders are as follows:

2022
2021
Payout ratio
(NT$)
Amount
Payout ratio
(NT$)
Amount
Distributed to the holders of
ordinary shares:


Cash
$ 25.18
2,803,575
15.92
1,695,646
On March 12, 2024, the Company’s board of directors proposed the following
2023 earnings distribution:
2023
Payout ratio
(NT$)
Amount
Distributed to the holders of ordinary shares:


Cash
$ 26.00
2,898,275
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)”
Other equity
Exchange
differences on
translation of
foreign
operations
Unrealized gain
(loss) on
financial assets
measured at
FVTOCI
Unearned
compensation
Total
Balance on Jan. 1, 2023
$ (319,295)
(19,758)
-
(339,053)
Exchange differences arising
from the translation of the
net assets of foreign
operations
(449,712)
-
-
(449,712)
Unrealized losses from
financial assets measured
at FVTOCI
-
3,944
-
3,944
Changes in ownership
interests in subsidiaries
-
-
(6,162)
(6,162)
Balance on Dec. 31, 2022
$
(769,007)
(15,814)
(6,162)
(790,983)
Balance on January 1, 2022
$ (669,055)
(13,278)
-
(682,333)
Effects of retrospective
application of new standards
(51)
-
-
(51)
Balances restated as of January
1, 2022
(669,106)
(13,278)
-
(682,384)
Exchange differences arising
from the translation of the net
assets of foreign operations
349,811
-
-
349,811
Unrealized losses from financial
assets measured at FVTOCI
-
(6,480)
-
(6,480)
Balance on Dec. 31, 2022
$
(319,295)
(19,758)
-
(339,053)
2022
2021
Payout ratio
(NT$)
Amount
Payout ratio
(NT$)
Amount
Distributed to the holders of
ordinary shares:


Cash
$ 25.18
2,803,575
15.92
1,695,646
On March 12, 2024, the Company’s board of directors proposed the following
2023 earnings distribution:
2023
Payout ratio
(NT$)
Amount
Distributed to the holders of ordinary shares:


Cash
$ 26.00
2,898,275
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)”
Other equity
Exchange
differences on
translation of
foreign
operations
Unrealized gain
(loss) on
financial assets
measured at
FVTOCI
Unearned
compensation
Total
Balance on Jan. 1, 2023
$ (319,295)
(19,758)
-
(339,053)
Exchange differences arising
from the translation of the
net assets of foreign
operations
(449,712)
-
-
(449,712)
Unrealized losses from
financial assets measured
at FVTOCI
-
3,944
-
3,944
Changes in ownership
interests in subsidiaries
-
-
(6,162)
(6,162)
Balance on Dec. 31, 2022
$
(769,007)
(15,814)
(6,162)
(790,983)
Balance on January 1, 2022
$ (669,055)
(13,278)
-
(682,333)
Effects of retrospective
application of new standards
(51)
-
-
(51)
Balances restated as of January
1, 2022
(669,106)
(13,278)
-
(682,384)
Exchange differences arising
from the translation of the net
assets of foreign operations
349,811
-
-
349,811
Unrealized losses from financial
assets measured at FVTOCI
-
(6,480)
-
(6,480)
Balance on Dec. 31, 2022
$
(319,295)
(19,758)
-
(339,053)
2022
2021
Payout ratio
(NT$)
Amount
Payout ratio
(NT$)
Amount
Distributed to the holders of
ordinary shares:


Cash
$ 25.18
2,803,575
15.92
1,695,646
On March 12, 2024, the Company’s board of directors proposed the following
2023 earnings distribution:
2023
Payout ratio
(NT$)
Amount
Distributed to the holders of ordinary shares:


Cash
$ 26.00
2,898,275
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)”
Other equity
Exchange
differences on
translation of
foreign
operations
Unrealized gain
(loss) on
financial assets
measured at
FVTOCI
Unearned
compensation
Total
Balance on Jan. 1, 2023
$ (319,295)
(19,758)
-
(339,053)
Exchange differences arising
from the translation of the
net assets of foreign
operations
(449,712)
-
-
(449,712)
Unrealized losses from
financial assets measured
at FVTOCI
-
3,944
-
3,944
Changes in ownership
interests in subsidiaries
-
-
(6,162)
(6,162)
Balance on Dec. 31, 2022
$
(769,007)
(15,814)
(6,162)
(790,983)
Balance on January 1, 2022
$ (669,055)
(13,278)
-
(682,333)
Effects of retrospective
application of new standards
(51)
-
-
(51)
Balances restated as of January
1, 2022
(669,106)
(13,278)
-
(682,384)
Exchange differences arising
from the translation of the net
assets of foreign operations
349,811
-
-
349,811
Unrealized losses from financial
assets measured at FVTOCI
-
(6,480)
-
(6,480)
Balance on Dec. 31, 2022
$
(319,295)
(19,758)
-
(339,053)
2022
2021
Payout ratio
(NT$)
Amount
Payout ratio
(NT$)
Amount
Distributed to the holders of
ordinary shares:


Cash
$ 25.18
2,803,575
15.92
1,695,646
On March 12, 2024, the Company’s board of directors proposed the following
2023 earnings distribution:
2023
Payout ratio
(NT$)
Amount
Distributed to the holders of ordinary shares:


Cash
$ 26.00
2,898,275
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)”
Other equity
Exchange
differences on
translation of
foreign
operations
Unrealized gain
(loss) on
financial assets
measured at
FVTOCI
Unearned
compensation
Total
Balance on Jan. 1, 2023
$ (319,295)
(19,758)
-
(339,053)
Exchange differences arising
from the translation of the
net assets of foreign
operations
(449,712)
-
-
(449,712)
Unrealized losses from
financial assets measured
at FVTOCI
-
3,944
-
3,944
Changes in ownership
interests in subsidiaries
-
-
(6,162)
(6,162)
Balance on Dec. 31, 2022
$
(769,007)
(15,814)
(6,162)
(790,983)
Balance on January 1, 2022
$ (669,055)
(13,278)
-
(682,333)
Effects of retrospective
application of new standards
(51)
-
-
(51)
Balances restated as of January
1, 2022
(669,106)
(13,278)
-
(682,384)
Exchange differences arising
from the translation of the net
assets of foreign operations
349,811
-
-
349,811
Unrealized losses from financial
assets measured at FVTOCI
-
(6,480)
-
(6,480)
Balance on Dec. 31, 2022
$
(319,295)
(19,758)
-
(339,053)
2022
2021
Payout ratio
(NT$)
Amount
Payout ratio
(NT$)
Amount
Distributed to the holders of
ordinary shares:


Cash
$ 25.18
2,803,575
15.92
1,695,646
On March 12, 2024, the Company’s board of directors proposed the following
2023 earnings distribution:
2023
Payout ratio
(NT$)
Amount
Distributed to the holders of ordinary shares:


Cash
$ 26.00
2,898,275
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)”
Other equity
Exchange
differences on
translation of
foreign
operations
Unrealized gain
(loss) on
financial assets
measured at
FVTOCI
Unearned
compensation
Total
Balance on Jan. 1, 2023
$ (319,295)
(19,758)
-
(339,053)
Exchange differences arising
from the translation of the
net assets of foreign
operations
(449,712)
-
-
(449,712)
Unrealized losses from
financial assets measured
at FVTOCI
-
3,944
-
3,944
Changes in ownership
interests in subsidiaries
-
-
(6,162)
(6,162)
Balance on Dec. 31, 2022
$
(769,007)
(15,814)
(6,162)
(790,983)
Balance on January 1, 2022
$ (669,055)
(13,278)
-
(682,333)
Effects of retrospective
application of new standards
(51)
-
-
(51)
Balances restated as of January
1, 2022
(669,106)
(13,278)
-
(682,384)
Exchange differences arising
from the translation of the net
assets of foreign operations
349,811
-
-
349,811
Unrealized losses from financial
assets measured at FVTOCI
-
(6,480)
-
(6,480)
Balance on Dec. 31, 2022
$
(319,295)
(19,758)
-
(339,053)
$
(769,007)

(15,814)

(6,162)



(790,983)

$ (669,055)
(51)



(13,278)

-


-
-


(682,333)
(51)

(669,106)

349,811
-


(13,278)

-
(6,480)

-
-

-

(682,384)
349,811
(6,480)
$
(319,295)


(19,758)

-

(339,053)

3. Other equity

~129~

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

(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
2023.03.08
350 thousand
shares
Current employees
of the Company
and subsidiaries
Immediate vesting
$161

The Company recognized a share-based employee compensation cost of NT$52,309 thousand from cash capital increase for employee stock options in 2023.

(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)
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
2023
$
5,593,032
2022

6,255,931

110,416



106,539

$
50.65



58.72
$ 5,593,032
9,302

6,255,931

5,897

$
5,602,334



6,261,828

110,416
244
964



106,539

309

1,337
111,624

108,185

$
50.19



57.88

~130~

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

(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:
DT
Server
NB
Strategic Projects
Automotive
Other
2023
$ 2,088,934
11,001,186
2,383,330
2022

2,872,643

12,104,361

2,463,168

$
15,473,450



17,440,172

$ 5,673,620
4,567,884
2,704,619
2,215,796
276,686
34,845



5,591,228

5,913,259

2,938,068

2,481,727

148,379

367,511

$
15,473,450



17,440,172

2. Balance of contract

ance of contract
Contract liabilities Dec. 31, 2023 Dec. 31, 2022

29,321
Jan. 1, 2022

41,541
$
3,605

The beginning balances of contract liabilities as of January 1, 2023 and 2022 were recognized as income of NT$27,732,000 dollars and NT$24,750,000 dollars respectively.

(23) Non-operating revenue/expense

1. Interest income

The details of interest income of the Company are as follows:

Bank deposit interest 2023
$
264,179
2022
25,756

2. Other income

The details of other income of the Company are as follows:

Income from dividend
Income from molding
Income from compensation
Income from samples
Income from rentals
Royalty income
Income from subsidies
Other
2023
$ 441
150,533
1,078
10,055
2,868
1,593
1,135
7,933
2022

300

170,481

5,008

9,172

1,584

-

896
6,799

~131~

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

$ 175,636 194,240

3. Other gains and losses

The details of other gains and losses of the Company are as follows:

Foreign exchange gain (loss)
Net profit (loss) from financial assets (liabilities)
measured at FVTPL:
Derivatives:
Embedded derivatives
Non-derivative products
Stock
Private equity funds
Net profit from bond repurchases
Profit (loss) from the disposal of property, plant and
equipment
Impairment losses on investments accounted for using
the equity method
Other
Total
2023 2022

495,993

(576)

-

13,566

-
35

(34)

-

(1,339)
$ (26,440)
1,300
-
1,725
(289)
-
29
(24,860)
(22,799)

$
(71,334)



507,645

4. Financial costs

The details of the financial cost of the Company are as follows:

Bank loans
Lease liabilities
Conversion of corporate bonds
2023 2022

13,625

1

6,795
$ 20,857
1
12,928

$
33,786



20,421

(24) Compensation to employees and directors

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; however, if the Company has accumulated losses, it shall retain the amount of compensation in advance and appropriate the Compensation of Employees and Directors 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.

For the fiscal years 2023 and 2022, the estimated compensation amounts for employees were NT$202,700 thousand and NT$221,300 thousand, respectively, and for directors, both were NT$4,480 thousand. These estimations were based on pre-tax profits before employee and director compensation, multiplied by the distribution ratios set out in the Company’s Articles of Incorporation. These costs were reported as operating costs or expenses for the

~132~

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

respective periods and were paid entirely in cash. Detailed information can be found on the Market Observation Post System. The amounts distributed as employee and director compensation as resolved by the board of directors match the estimated amounts in the parent company only financial reports for 2023 and 2022.

(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 $13,868,548,000 dollars and $10,042,628,000 dollars as of December 31, 2023 and 2022 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, 2023 and 2022, the Company had 7 and 6 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 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
Dec. 31, 2023 Expected credit
loss in the
duration of
provision
77
267
196
-
-
1,771
Book value of
notes and
accounts
receivable
$ 5,838,231
36,121
3,163
-
-
1,771
Weighted
average
expected credit
loss rate

0.00%

0.74%

15.10%
26.37%
73.66%

100.00%

$
5,879,286

2,311

~133~

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

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
Book value of notes and accounts receivable
$ 6,808,724
Weighted
average
expected credit
loss rate
Expected credit
loss in the
duration of
provision
63,705
0.00%
91
4,407
0.93%
595
604
5.60%
247
-
30.30%
183
2,820
75.16%
-
$
6,880,260
100.00%
2,820
3,936
Dec. 31, 2022
Book value of notes and accounts receivable
$ 6,808,724
Weighted
average
expected credit
loss rate
Expected credit
loss in the
duration of
provision
63,705
0.00%
91
4,407
0.93%
595
604
5.60%
247
-
30.30%
183
2,820
75.16%
-
$
6,880,260
100.00%
2,820
3,936
Dec. 31, 2022
Book value of notes and accounts receivable
$ 6,808,724
Weighted
average
expected credit
loss rate
Expected credit
loss in the
duration of
provision
63,705
0.00%
91
4,407
0.93%
595
604
5.60%
247
-
30.30%
183
2,820
75.16%
-
$
6,880,260
100.00%
2,820
3,936
Dec. 31, 2022
Book value of notes and accounts receivable
$ 6,808,724
Weighted
average
expected credit
loss rate
Expected credit
loss in the
duration of
provision
63,705
0.00%
91
4,407
0.93%
595
604
5.60%
247
-
30.30%
183
2,820
75.16%
-
$
6,880,260
100.00%
2,820
3,936
$ 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%

$
6,880,260
3,936

The changes in the provisions for the notes and accounts receivable of the Company are as follows:

Opening balance
Impairment loss (reversal of impairment loss) recognized
Closing balance
2023


$
2,311
3,936

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, 2023
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
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
Book value

$ 1,580,000
850,247
5,191
2,000
3,742,662
386,979
4,356
59
Cash flow
from the
contract

1,594,090

881,900

5,191

2,000

3,742,662

386,979

4,356
60
Within 6
months

591,019

-

5,191

2,000

3,742,662

386,979

4,356
30
6 12 months

1,003,071
-

-

-

-

-

-
30
1-2years

-
-
-
-
-
-
-
-
2-5years
-
881,900
-
-
-
-
-
-
More than 5
years
-

-
-
-
-
-
-
-
$
6,571,494
6,617,238 4,732,237 1,003,101 - 881,900 -


$ 1,830,000
126,175
8,390
18,359
2,218,939
428,315
6,377


1,842,205

142,952

8,390

18,359

2,218,939

428,315
6,377


839,827

5,751

8,390

18,359

2,218,939

428,315
6,377


1,002,378

4,929

-

-

-

-
-

-

9,859
-
-
-
-
-

-

29,576
-
-
-
-
-
-

92,837
-
-
-
-
-

$
4,636,555

4,665,537

3,525,958
1,007,307 9,859 29,576 92,837

The Company does not anticipate that the cash flows analyzed at maturity date will

~134~

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

alter significantly or that the actual amounts will vary significantly.

  1. Market risk—exchange rate risk

  2. (1) Exposure to exchange rate risk

The Company's financial assets and liabilities exposed to significant foreign exchange risks are as follows:



Financial assets
Currency
USD
RMB
HKD
JPY
EUR
INR
VND
Long-term equity investment
accounted for using the equity
method
USD
EUR
VND
Financial liabilities
Currency
USD
RMB
EUR
VND
Financial assets
Currency
USD
RMB
HKD
JPY
EUR
INR
Dec. 31, 2023 NTD
13,103,946
602,703
87
32
104,133
2
2
16,627,615
4,744
1,894,288
3,965,580
393
16,924
84
NTD
9,402,427
499,662
100
18
30,015
2
$ $ Foreign
currency
426,769
139,289
22
149
3,065
4
1,630
541,528
140
1,578,573,492
129,151
91
498
70,314

Exchange rate
30.7050
4.3270
3.9290
0.2172
33.9800
0.4791
0.0012
30.7050
33.9800
0.0012
30.7050
4.3270
33.9800
0.0012
Dec. 31, 2022
$ Foreign
currency
306,170
113,317
25
77
917
4

Exchange rate
30.7100
4.4094
3.9380
0.2324
32.7200
0.4791

~135~

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

Long-term equity investment
accounted for using the equity
method
USD
459,551
30.7100
14,112,804
EUR
127
32.7200
4,162
VND
925,143,585
0.0013
1,202,687
Financial liabilities
Currency
USD
$ 78,810
30.7100
2,420,259
RMB
37
4.4094
164
EUR
79
32.7200
2,578
MOP
8
3.9380
32

Because the Company has a wide range of functional currencies, it has adopted a consolidated approach to disclose exchange gain or loss on monetary items, with foreign currency exchange profit and loss (realized and unrealized) of loss of $26,440,000 dollars and profit of $495,993,000 for the years ended 2023 and 2022 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, 2023 and 2022, 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 $78,623,000 dollars and $60,074,000 dollars respectively for 2023 and 2022. 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, 2023 and 2022 were $460,334,000 dollars and $698,195,000 dollars respectively, and financial

~136~

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

liabilities were $0 and $126,175 respectively. If interest rates had increased or decreased by 1%, the Company’s net income would have increased or decreased by $3,683,000 dollars and decreased or increased by $4,576,000 dollars for 2023 and 2022, 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 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, 2023
Book value
Fair value
$ 34,223
34,223
1,144
1,144
221,387
236,930
850,247
851,210
Dec. 31, 2022
Book value
Fair value

16,531
16,531

4,595
4,595

226,041
233,945

-
-
Book value
$ 34,223
1,144
221,387
850,247
Book value

16,531

4,595

226,041

-

(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.

~137~

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

(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 2: Besides the public quotations included in Level 1, the input parameters for assets or liabilities are directly (i.e., price) or indirectly (i.e., derived from price) observable.

  • C. Level 3: Input parameters for an asset or liability are not based on observable market information (non-observable parameters).

December 31, 2023
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, 2022
Measured at fair value:
Financial assets measured at
FVTPL
Financial assets measured at
FVTOCI
Not measured at fair value:
Investment property
Level 1
$ -
-
Level 2
7,307
-
Level 3

26,916
1,144
28,060

Total

34,223
1,144
35,367
236,930
851,210
16,531
4,595
21,126
233,945
$
-
7,307
$
-

-

236,930
$
-
-
851,210
$ -
-
16,531
-


-
4,595
$
-
16,531 4,595
$
-

-

233,945

(4) Transfers between Level 1 and Level 2

There were no transfers between Level 1 and Level 2 in the fiscal years 2023 and

~138~

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

(5) Table of changes in financial assets 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
2023 Closing
balance
26,916
1,144
$ Opening
balance
-
4,595
Total profit or loss
Recognized
in other
comprehensi
ve income
-
3,982
Increase in th e period
Transfers
into Level 3
-
-
Decrease in
the period
Sale, disposal
or settlement
(295)
(7,433)

Recognized
in profit or
loss
1,011
-



Issuance or
purchase
26,200
-

$
4,595
1,011
3,982
26,200 -
(7,728)

28,060

2022

Closing
balance
-
4,595
$ Opening
balance
3,370
9,500
Total profit or loss Increase in th e period
Transfers
into Level 3
-
-
Decrease in
the period
Sale, disposal
or settlement
(2,794)
(1,422)

Recognized
in profit or
loss
(576)
-



Recognized
in other
comprehensi
ve income
-
(3,483)

Issuance or
purchase
-
-
$
12,870
(576)
(3,483)
- -
(4,216)

4,595

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, 2023 and 2022 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”)
Total
2023
$ 857

(154)
$
703
2022

-

(3,839)

(3,839)
  • (6) Quantitative information on fair value measurements of significant unobservable inputs (Level 3)

The Company’s financial assets primarily categorized as Level 3 include equity securities investments and private equity fund investments measured at fair value through profit or loss, and equity securities investments measured at fair value through other comprehensive income. The list of quantitative information about significant unobservable inputs is as follows:

~139~

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

Relationship between significant Valuation Significant unobservable unobservable inputs Item techniques inputs and fair value Financial assets Binary tree ‧Volatility as of December ‧The higher the measured at FVTPL method for pricing 31, 2023, was 36.41% volatility, the higher - Embedded convertible bond the fair value derivatives - right of redemption Financial assets Net asset value ‧Net asset value ‧Higher net asset value measured at FVTPL approach leads to higher fair - investment in value private equity fund Financial assets Comparable ‧Price-to-NAV (Net Asset ‧The higher the measured at Company Value) ratio as of multiplier, the FVTOCI - Analysis December 31, 2023, and higher the fair value investment in equity December 31, 2022, ‧The higher the instruments with no were 1.630 and 1.475, discount for lack of active market respectively marketability, the ‧Lack of market liquidity lower the fair value discount as of December 31, 2023, and December 31, 2022, were 15.70% and 15.80%, respectively Financial assets Net asset value ‧Net asset value ‧The fair value is measured at approach positively correlated FVTOCI - investment in equity instruments with no active market

‧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

~140~

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

for the period is as follows:

December 31, 2023
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, 2022
Financial assets measured at FVTPL
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 profit or
loss for the period
Fair value changes
reflected in other
comprehensive income
Favorable
changes
Unfavorab
le changes
Favorable
changes
Unfavorab
le changes
Volatility
Stock price
Net market
value
multiplier
Lack of
marketability
discount
Net market
value
multiplier
Lack of
marketability
discount
5%
10%
7%
7%
4%
4%
$ 265
1,587
$ -
-
-
-

(970)

(970)
-
-
-
-

-
-

-
-
1
(2)
1
(2)
12
(12)
12
(12)

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

~141~

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 71% and 69% of the Company’s revenue for 2023 and 2022, 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 trading market and therefore have no significant credit transaction risk.

~142~

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

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 $2,167,625,000 as of December 31, 2023 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.

~143~

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:

Price of securities on
reporting date
Up by 1%
Down by1%
Other
comprehensiv
e income after
tax
$
11
Other
comprehensi
ve income
after tax
46
$
(11)
(73) (46) (165)

(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, 2023
$ 7,651,203
(7,936,834)
Dec. 31, 2023
$ 7,651,203
(7,936,834)

Dec. 31, 2022
5,899,388
(3,127,767)
2,771,621
22,811,572
10.83%

$
(285,631)

$
27,773,059

(1.04)%

As of December 31, 2023, the change in the debt-to-capital ratio was primarily due to operational profits, an increase in cash levels, and a reduction in net debt.

~144~

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

(28) Non-cash investment and financing activities

The information on non-cash investment and financing activities of the Company in 2023 and 2022 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).

The Company's adjustments to liabilities from financing activities in 2023 and 2022 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
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,
2023
Cash flow
$ 1,830,000
(250,000)
-
1,079,878
126,175
(126,175)
-
(60)
Non-cash changes
Other
Changes
in
exchange
rate
Changes
in fair
value
Dec. 31,
2023

-
-
-
1,580,000

(229,631)
-
-
850,247

-
-
-
-

119
-
-
59

$ 1,956,175
703,643

(229,512)
-
-
2,430,306


Jan. 1,
2022
Cash flow
$ 552,240
1,239,209
911,927
(2,800)
-
126,175
59
(60)


Non-cash changes
Other
Changes
in
exchange
rate
Changes
in fair
value
Dec. 31,
2022

-
38,551
-
1,830,000

(909,127)
-
-
-

-
-
-
126,175

1
-
-
-

$ 1,464,226
1,362,524

(909,126)
38,551
-
1,956,175



~145~

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

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. An associate of the Company (Note 2) Lomites Co., Ltd (Note 1) A subsidiary of the Company LOTES VIET NAM COMPANY LIMITED A subsidiary of the Company Loteson International Investments Limited A subsidiary of the Company Lotes Guangzhou Co., Ltd. A subsidiary of the Company Lotes Hengnan Co., Ltd. A subsidiary of the Company Shenzhen DeYi Automation Equipment Co., Ltd. A subsidiary of the Company Lotes Zhongshan Co., Ltd. A subsidiary of the Company Zhongshan DeZhi Real Estate Development Co., A subsidiary of the Company Ltd. Zhongshan Dezhi Metal Surface Treatment Co., Ltd. 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 Chongqing Fuxinrui Electronic Technology Co., A subsidiary of the Company Ltd. Hengnan Deyi Property Development Co., Ltd. A subsidiary of the Company Guangzhou Dezhi Technology Co., Ltd. A subsidiary of the Company ZhongShan HuiXing Electronics Co., Ltd. A subsidiary of the Company HuiLi Electronics Technology (Ningbo) Co., Ltd. A subsidiary of the Company 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 Ememe Robot 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 FELCITY NEWS LIMITED A subsidiary of the Company Jia Shi Mei (Guangzhou) Trading 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) CO.,LTD A subsidiary of the Company I-See Vision Technology Inc. An associate of the Company

~146~

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

Key management personnel

Including the directors, supervisors, managers and their families and spouses

Note 1: Mikronpoint Co., Ltd. changed its name to Lomites Co., Ltd. on May 18, 2022. Note 2: As of June 2023, the Company lost control over Lerain Technology Co., Ltd.

(3) Material transactions with the related parties

  1. Operating revenue

The amounts of material sales from the Company to the related parties are as follows:

Other subsidiaries 2023
$
61,291
2022
90,271

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 to four 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
Associates
2023
$ 1,316,107
9,413,378
61,377
69
2022
1,397,497
11,627,683
73,949
-
13,099,129
$
10,790,931

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, 2023
$ 35,535
168
2,272
3
(2,272)
Dec. 31, 2022
21,364
1,150
2,272
420
(2,272)
22,934
Accounts receivable
Accounts receivable
Other receivables

Other receivables

Allowance for losses
REKA Technology Co., Ltd.
Other subsidiaries
Ememe Robot Co., Ltd.
Other subsidiaries
Ememe Robot Co., Ltd.

$
35,706

~147~

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

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, 2023
$ 211,845
3,499,107
31,661
49
4,347
9
Dec. 31, 2022

314,136

1,887,801

17,002

-

4,399

1,978

2,225,316
Accounts payable

Accounts payable

Accounts payable

Accounts payable

Other payables

Other payables
Xincheng Development Co.,
Ltd.
REKA Technology Co., Ltd.
Other subsidiaries
Associates
Other subsidiaries
Associates
$
3,747,018

5. Endorsement

The balance and details of the endorsement and guarantee provided by the Company to the related parties are as follows:


Lotes Guangzhou Co., Ltd.
REKA Technology Co., Ltd.

. Promotion expense
Other subsidiaries
Mainly the sample fees.
. Administration expense
Other subsidiaries
Mainly the sample fees.
. R&D expense
Other subsidiaries
Associates
Mainly for research and development materials.
. Non-operating income
Other subsidiaries
Associates
Dec. 31, 2023
$ 153,525
-
$
153,525
2023
$
3,682
Dec. 31, 2022
614,200
541,715
1,155,915
2022
2,304
2022
51,311
2022
47
-
47
2022
4,639
-

2023
$
66,404

2023
$ -
54
$
54
2023
$ 3,239
416

6. Promotion expense

7. Administration expense

8. R&D expense

9. Non-operating income

~148~

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

$ 3,655 4,639

Mainly comprises rental income from offices and parking spaces, and income from samples.

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 2023 and 2022, and the balance of Lease liabilities as of December 31, 2023 and 2022 were respectively $59,000 and $0.

  • (4) Major management personnel transactions

Related compensation includes:

Short-term employee benefits
Post-employment benefits
Share-based payment
2023
$ 79,012
880
7,970
2022
50,606
896
-

$
87,862
51,502

Please refer to Note 6(20) for details on share-based compensation.

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, 2023
$ 41,006
163,254

Dec. 31, 2022
41,909
167,220
209,129

Bank loan
Bank loan

$
204,260

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

As of December 31, 2023, the Company has signed but not yet paid for significant construction contracts as follows:

Dec. 31, 2023[Amounts contracted for significant factory construction ] $ 10,131

  • (2) The issuance of guarantee notes for bank loans, financing lines and derivative financial commodity transactions:

~149~

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

Dec. 31, 2022 Dec. 31, 2023[Guaranteed notes ] $ 2,887,704 4,796,150

X. Significant Disaster Loss: None.

XI. Significant Post-Period Events: None.

XII. Others

(1) Employee benefits, depreciation, depletion, and amortization functions are summarized below:

Function
Nature

2023

2023

2023
2022 2022 2022
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
30,331
1,539
591
-
2,084
238
12

395,64
9

14,977
8,079
4,657

13,143
11,728
22,050
425,98
0

16,516

8,670

4,657

15,227

11,966

22,062
29,628

1,780

577

-

2,293

105

11

349,67
9

14,631
7,706
4,261

14,100
10,087
22,628
379,30
7

16,411

8,283

4,261

16,393

10,192

22,639

Additional information on the number of employees and employee benefit costs for 2023 and 2022 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
2023
158
2023
158
2022

153

5

5

$
3,048

2,841

$
2,784



2,563

8.62%



-
-

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.

~150~

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 2023:

1. Capital lending to others:

1. Capital lending to others: 1. Capital lending to others: 1. Capital lending to others: 1. Capital lending to others: 1. Capital lending to others: 1. Capital lending to others: 1. Capital lending to others: 1. Capital lending to others: 1. Capital lending to others: 1. Capital lending to others: 1. Capital lending to others: 1. Capital lending to others: 1. Capital lending to others: 1. Capital lending to others: 1. Capital lending to others: 1. Capital lending to others: 1. 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
1 Lintes
Technology Co.,
Ltd.

Genie Precision
Machining Co.,
Ltd.
Other
receivables -
relatedparties
Yes 30,000 30,000
29,000
1.72 2 -
To repay
loan
- None - 289,173 1,156,693

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: (1) 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) Lintes Technology Co., Ltd. must not lend more than 10% of its net value to a single entity.

  • Lintes Technology Co., Ltd.'s total amount of funds lent to others must not exceed 50% of its net

  • value.

  • a. For those with business transactions, the total amount of funds lent must not exceed 10% of

  • the company's net value.

  • b. For those needing short-term funding, the total amount of funds lent must not exceed 40% of

the company's net value.

~151~

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

2. Endorsement:

Unit: NT$/Foreign currency 1,000

No. Endorseme
nt 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
1
2
本公司

"

Lotes
Guangzhou
Co., Ltd.
Lintes
Technology
Co., Ltd.
REKA
Technology
Co., Ltd.
Lotes
Guangzhou
Co., Ltd.
REKA
Technology
Co., Ltd.
Genie
Precision
Machine Co.,
Ltd.
2
2
1
2
5,554,612
5,554,612
2,061,227
1,445,866

537,920

628,400
(USD20,000)

97,275
(USD3,000)

146,600

-


153,525
(USD5,000)


92,115
(USD3,000)

130,000
-
-
-

-
-
-
-
-
0.00%
0.55%
0.89%
4.50%
13,886,529
13,886,529
5,153,069
2,891,732

Yes

"

No

Yes
No
"
"
"
No
Yes
No
"

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.

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.

~152~

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
Fair value
Lotes Co., Ltd.
"

"

"

Jiayu Investment
Co., Ltd.
"

"

"

"

Lintes Technology
Co., Ltd.
"
VSO ELECTRONICS
CO., LTD.
NEXUS CVC
Partners Fund LP -
private equity fund
SteadyBeat Technology
Corporation
G-sau Co., Ltd
Grand-Tek Technology
Co., Ltd.
LIAN HONG ART CO.,
LTD.
OTO PHOTONICS,
INC.
LUCEMITEK CO.,
LTD.
AICP Technology
Corporation
Chailease Holding
Company Limited Class
A Preferred Shares
Hotai Finance Co., Ltd.
Class A Preferred Shares
None
"

"

"
"

"
"
"
"

"

"
Financial assets
measured at FVTPL -
current
Financial assets
measured at FVTPL –
non-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
"
90,800
-
212,020
300,000
392,815
1,088,719
1,368,800
1,169,977
400,000
512,000
300,000

7,307
24,711

1,129

15

18,364

34,926

-

-

-

50,125

28,710

0.24 %

-
%

2.17 %

10.38 %

1.31 %

2.87 %
4.10 %
17.33 %
5.33 %

0.34 %

0.60 %
7,307
24,711
1,129
15
18,364
34,926
-
-
-
50,125
28,710






Note
Note

Note: All of them were recognized in losses.

~153~

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

  1. The cumulative purchase or sale of the same securities amounted to at least NT$300 million or 20% of the paid-in capital:

Unit: NT$ 1,000/ Foreign currency 1,000

Company Name Marketable
Securities Type
and Name
Financial
Statement Account

Counterparty
Nature of
Relationship
Beginning Balance(Note 1) Beginning Balance(Note 1) Acquisition(Note 1) Acquisition(Note 1) Disposal(Note 1) Disposal(Note 1) Disposal(Note 1) Disposal(Note 1) Ending Balance(Note 1) Ending Balance(Note 1)
Shares Amount Shares Amount Shares **Amount ** Carrying
Value
Gain/Loss
on Disposal
Shares Amount
Lotes Co., Ltd.
Lintes
Technology Co.,
Ltd.
Lotes Viet Nam
Company Limited
Lintes Technology
(Thailand) Co., Ltd
Investments
accounted for using
equity method
"
Lotes Viet Nam
Company Limited
Lintes Technology
(Thailand) Co., Ltd
Note 2
Note 2
42,200,000
6,400,000

1,295,751
(USD42,200)

57,709
(THB64,000)

32,429,000

32,200,000

995,732
(USD32,429)

290,609
(THB258,000)
(USD1,888)


-



-
-
-
-
-
-
-
74,629,000
38,600,000

2,291,483
(USD74,629)

348,318
(THB322,000)
(USD1,888)

Note 1: Conversion into New Taiwan Dollars is based on the exchange rate on the balance sheet date.

Note 2: The subsidiary's issued securities were acquired through cash capital increase.

  1. Acquisition of real property amounting to NT$300 million or 20% or more of the paid-in capital:
5. Acquisition of real property amounting to
paid-in capital:
5. Acquisition of real property amounting to
paid-in capital:
5. Acquisition of real property amounting to
paid-in capital:
5. Acquisition of real property amounting to
paid-in capital:
5. Acquisition of real property amounting to
paid-in capital:
5. Acquisition of real property amounting to
paid-in capital:
5. Acquisition of real property amounting to
paid-in capital:
NT$300 million or 20% or more of the NT$300 million or 20% or more of the NT$300 million or 20% or more of the NT$300 million or 20% or more of the NT$300 million or 20% or more of the NT$300 million or 20% or more of the NT$300 million or 20% or more of the
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
Relationship 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
Zhongshan Dezhi
Real Estate
Development and
Operation Co., Ltd.
Plant (Note
1)
"
Plant (Note
1)

Land use
rights
2017.10 ~
2023.02.28
2019.10 ~
2023.12
2022.03~
2023.12
2023.02.10
1,793,895
348,891
598,866
249,876

1,621,212

342,401

578,057

249,876
Chongqing Chuangyou
Construction Group,
etc.

"
VITECCONS
CONSTRUCTION
INVESTMENT JOINT
STOCK COMPANY
Zhongshan Municipal
Natural Resources
Bureau
None
"
"
"
-
-
-
-

-
-
-
-
-
-
-
-
-
-
-
-
Tendering
"
Tendering
Transaction prices
for governmental
construction land
use rights
Construction of
self-use plant
"
Construction of
self-use plant
Business
development
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.

~154~

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

  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:

Unit: NT$ 1,000

The company which
purchases (sells)
products
Name of transaction
counterparty
Relationship Transaction status Transaction status Transaction status Transaction status Situation and reason for the
conditions of transaction to be
different from the ordinary ones
Situation and reason for the
conditions of transaction to be
different from the ordinary ones
Notes and accounts receivable
(payable)
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.
"
Zongka Technology
(Shenzhen) 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.
Lotes Zhongshan Co., Ltd.
"
REKA Technology Co.,
Ltd.
Lotes Hengnan Co., Ltd.
Zhongshan Dezhi Metal
Surface Treatment Co.,
Ltd.
Zongka Technology
(Shenzhen) Co., Ltd.
Lintes Technology Co.,
Ltd.
Lotes Zhongshan Co., Ltd.
Zongka Technology
(Shenzhen) Co., Ltd.
REKA Technology 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
"
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
purchases
Net sales
"
1,316,107
1,386,087
9,413,378
6,196,311
1,015,488
137,972
6,137,936
1,521,821
612,492
146,863
766,171
238,052
333,391
138,369
1,359,338
363,754
132,314
200,420
441,350
707,026
877,230

94.26 %

99.27 %

67.35 %

44.98 %

7.37 %

0.99 %

45.86 %

10.89 %

13.30 %

2.09 %

16.64 %

5.17 %

7.24 %

1.97 %

97.93 %

26.86 %

9.77 %

18.04 %

22.21 %

33.88 %

42.04 %
EOM 90
days

"

"

"
EOM 90
days

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

-
-
-
-

-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
No significant
difference
"
"
"
No significant
difference
"
"
"
"
"
"
"
"
"
"
"
"
"
"
"
"
211,845
(236,004)
3,499,107
(2,235,650)
(162,900)
46,373
(1,602,945)
736,376
(307,353)
50,325
(273,713)
(88,375)
(48,422)
9,266
521,489
104,324
61,828
8,954
(236,064)
285,299
411,039

89.64%

(99.76)%

56.60%

(48.90)%

(3.56)%

0.75%

(35.06)%

11.91%

(30.66)%

1.77%

(27.31)%

(8.82)%

(4.83)%

0.33%

97.00%

19.61%

11.62%

2.36%

(23.56)%

26.96%

38.84%




















~155~

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

  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
relatedparty
Turnover
ratio
Past due receivables from the
related party
Amounts due
from related
parties recovered
after theperiod
Allowance for
losses
Amount Handling
Lotes Guangzhou Co., Ltd.
"

Lotes Zhongshan Co., Ltd.

"

"

"

Lotes Hengnan Co., Ltd.
"

Guangzhou Leside Technology
Co., Ltd.
"

Lintes Technology (Suzhou) Co.,
Ltd.
Xincheng Development Co., Ltd.
REKA Technology Co., Ltd.
"

"

"

"

Lotes Suzhou Co., Ltd.
Good Hope Investments Limited
REKA
Technology
Co., Ltd.
Lotes
Zhongshan Co.,
Ltd.
REKA
Technology
Co., Ltd.
Lotes
Guangzhou
Co., Ltd.
Guangzhou
Leside
Technology
Co., Ltd.
ZhongShan
HuiXing
Electronics Co.,
Ltd.
REKA
Technology
Co., Ltd.
Lotes
Zhongshan Co.,
Ltd.
Zongka
Technology
(Shenzhen)
Co., Ltd.
Shenzhen DeYi
Automation
Equipment Co.,
Ltd.

Lintes
Technology
Co., Ltd.
The Company
"
Lotes
Guangzhou
Co., Ltd.
Lotes
Zhongshan Co.,
Ltd.
Guangzhou
Leside
Technology
Co., Ltd.
ZhongShan
HuiXing
Electronics Co.,
Ltd.
Xincheng
Development
Co., Ltd.
REKA
Technology
Co., Ltd.
The surrogate
parent company
are the same
parent company

"
"
"
"

"
The ultimate
parent entity is
the same
company

"
"

"
Subsidiary
Subsidiary
"
The surrogate
parent company
are the same
parent company

"
"

"
"
Parent
company


2,235,650
673,231
1,602,945
307,353
236,064
145,838
162,900
104,324
285,299
411,039
521,489
211,845
3,499,107


273,713
484,934
736,376
159,096
236,004
949,431

4.18

-

4.37

1.90

1.95

1.55

6.35

4.59

3.45

2.49

2.42

5.00

3.49

3.14

-

2.60

1.30

4.78

-

-
-

-

-

-

-

-

-

-

-

-

-

-

-
-

-

-

-
-
1,155,908
57,217
982,560
165,056
114,741
17,429
61,891
70,312
148,347
203,652
203,495
210,728
1,655,927
124,363
139,518
286,103
45,796
215,585
-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-
-
  1. Engagement in derivative transactions: None.

~156~

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

(2) Information on reinvestment business:

The Company’s investments in 2023, excluding those in Mainland China, include the

following:

Unit: NT$ 1,000

Name of the
company
investing
Name of investee
company
Location Main business Original investment amount
(Note 1)
Original investment amount
(Note 1)
Shares held at the end of the period 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.
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
I-See Vision
Technology Inc.
LOTES VIET NAM
COMPANY
LIMITED
Loteson International
Investments Limited
Xincheng
Development Co.,
Ltd.
REKA Technology
Co., Ltd.
Jae You Co., Ltd.
Wangden Investments
Limited
Samoa
"
"
Anguilla

Taiwan
America
Germany
Taiwan
"
"
Vietnam
Hong Kong
Samoa
Hong Kong
"

"
Holding and
investment
"
"
"
General
investment
Market
development
Market
development
Design, test and
sale of chips
Manufacturing
and trading of
mechanical
equipment and
electronic parts
Design, research
and development,
and
manufacturing
services for
contact lenses
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
799,865
12,321
614,604
15,353
690,000
76,763
3,398
47,321
123,800

94,000

2,291,483
799,865

3,071

3,110
614,614
15,353

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

26,050,000

401,281

20,016,426

500,000

72,300,000

2,500,000

100,000

4,732,059

12,380,000
9,400,000

74,629,000

26,050,000

100,000

101,281

20,016,756

500,000
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
15.74%
99.04%
21.01%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
9,949,958
2,035,859
4,351,613
201,685
1,493,390
88,500
4,744
30,534
83,364
47,666
1,894,288
10,306,155
1,356
1,085,047
4,387,190
201,685

1,600,810

194,701

878,688

23,890

190,233

5,925

254

6,476

(22,585)

(183,101)

(147,235)

1,600,810

(19)

194,719

878,688

23,890

1,699,504

194,701

871,190

23,890

190,458

5,925

254

1,330

(22,916)

(21,474)

(147,235)

1,600,810

(19)

194,719

878,688

23,890
Note 2

Note 2




Note 2







~157~

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

Name of the
company
investing
Name of investee
company
Location Main business Original investment amount
(Note 1)
Original investment amount
(Note 1)
Shares held a t 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
Jiayu Investment
Co., Ltd.
"
"
"
Good News
Medical Co., Ltd.
Lintes Technology
Co., Ltd.
Manufacturing
and sales of
optical molds
"
"
"
Jilong Co., Ltd.
Ememe Robot Co.,
Ltd.
Compertum
Microsystems Inc.
Good News Medical
Co., Ltd.
Lintes Technology
Co., Ltd.
FELICITY NEWS
LIMITED

Genie Precision
Machine Co., Ltd.
Compertum
Microsystems Inc.
Lerain Technology
Co., Ltd.
Jilong Co., Ltd.
LINTES
TECHNOLOGY
(THAILAND) CO.,
LTD.
Rihui Co., Ltd.
Taiwan
"
"
"
BVI
Taiwan
"
"
Samoa
Thailand
Samoa
Manufacturing of
electrical and
audio-visual
electronic
products
Manufacturing of
electronic
components
Manufacturing
and sales of
machinery and
equipment,
electronic
components, and
optical
instruments
Manufacturing of
electronic parts
and components,
other electrical
and electronic
machinery and
equipment
Holding and
reinvestment
Manufacturing
and sales of
optical molds
Manufacturing of
electronic
components
Design, test and
sale of chips
Holding and
reinvestment
Manufacturing,
processing, and
trading of wires,
cables, and
electronic
components
Holding and
reinvestment
69,600
60,866
6,360
616,859
1,013
164,833
20,279
5,471
151,990
348,318
151,990

69,600

60,866

6,360

616,919

-

164,833

20,279

5,471

152,015

57,709

152,015

6,960,000

4,331,380

636,000

31,075,140
33,000

14,671,000

1,433,135

547,059

4,950,000

38,600,000

4,950,000
94.37%
31.78%
25.44%
49.61%
100.00%
60.00%
10.59%
1.82%
100.00%
100.00%
100.00%
(8,184)
9,656
1,941
1,434,537
1,037
180,123
3,217
3,530
547,774
344,599
547,774

(15)

(35,411)

(7,805)

396,730

12

(52,241)

(35,411)

6,475

81,966

(3,216)

81,966

(14)

(11,252)

(1,986)

197,752

12

(31,800)

(3,749)

118

80,006

(3,216)

80,006



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.

~158~

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

(3) Investment in China:

  1. Names of investee companies in Mainland China, major business activities, and other related information:
Unit: NT$1,000
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
1,699,523B
9,949,927
-
871,189B
4,351,473
-
23,890B
201,685
-
184,741B
1,686,900
-
37,809C
307,641
-
18,397B
168,785
-
979,691B
5,301,921
-
33,677B
300,699
-
485B
98,642
-
(3,621)B
98,978
-
(41)B
2,124
-
(8,232)B
244,950
-
79,413B
190,634
-
4,517B
6,108
-
(2,795)B
227
-
(1,168)B
1,057
-
12B
1,037
-
Unit: NT$1,000
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
1,699,523B
9,949,927
-
871,189B
4,351,473
-
23,890B
201,685
-
184,741B
1,686,900
-
37,809C
307,641
-
18,397B
168,785
-
979,691B
5,301,921
-
33,677B
300,699
-
485B
98,642
-
(3,621)B
98,978
-
(41)B
2,124
-
(8,232)B
244,950
-
79,413B
190,634
-
4,517B
6,108
-
(2,795)B
227
-
(1,168)B
1,057
-
12B
1,037
-
Unit: NT$1,000
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
1,699,523B
9,949,927
-
871,189B
4,351,473
-
23,890B
201,685
-
184,741B
1,686,900
-
37,809C
307,641
-
18,397B
168,785
-
979,691B
5,301,921
-
33,677B
300,699
-
485B
98,642
-
(3,621)B
98,978
-
(41)B
2,124
-
(8,232)B
244,950
-
79,413B
190,634
-
4,517B
6,108
-
(2,795)B
227
-
(1,168)B
1,057
-
12B
1,037
-
Name of investee
company in
Mainland China
Mainbusiness 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 r
recov
emitted or
ered
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.
Guangzhou Dezhi
Technology Co.,
Ltd.
Zhongshan DeZhi
Real Estate
Development Co.,
Ltd.
Guangzhou Leside
Technology Co.,
Ltd.
Chongqing Fuxinrui
Electronic
Technology Co.,
Ltd.
ZhongShan HuiXing
Electronics Co., Ltd.
HuiLi Electronics
Technology
(Ningbo) Co., Ltd.
Jia Shi Mei
(Guangzhou)
Trading 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
Manufacturing of computers,
communication, and other
electronic equipment
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


Manufacturing of connectors for
the information technology,
communication industries, and
consumer electronics
Manufacturing of connectors for
the information technology,
communication industries, and
consumer electronics
Engaging in the manufacture and
sale of audio equipment, Class II
medical devices, mechanical
equipment, electronic components,
and optical instruments
819,824
613,769
15,353
1,131,511
151,990
108,175
3,028,900
263,947
99,521
44,482
2,164
253,130

20,337
6,923
33,318
4,327

1,013
(2)
(2)
(2)
(3)
(2)
(3)
(3)
(3)
(3)
(3)
(3)
(3)
(3)
(3)
(3)
(3)
(2)
782,978
613,769
15,355
-
151,990
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,013
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
782,978
613,769
15,353
-
151,990
-
-
-
-
-
-
-
-
-
-
-
1,013
1,600,810
878,688
23,890
203,962
78,175
18,397
979,691
33,677
1,013
(824)
(41)
(10)
79,413
8,858
(34,126)
(2,291)
12
100.00%
100.00%
100.00%
100.00%
49.61%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
51.00%
30.06%
51.00%
100.00%
1,699,523B
871,189B
23,890B
184,741B
37,809C
18,397B
979,691B
33,677B
485B
(3,621)B
(41)B
(8,232)B
79,413B
4,517B
(2,795)B
(1,168)B
12B
9,949,927
4,351,473
201,685
1,686,900
307,641
168,785
5,301,921
300,699
98,642
98,978
2,124
244,950
190,634
6,108
227
1,057
1,037

-

-
-

-
-
-

-
-
-
-
-
-
-
-
-
-
-

~159~

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

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: (1)The investment gain or loss recognized in the current period has been reconciled with the unrealized gain or loss from intercompany transactions.

  • (2) Basis of recognition of investment income and loss is divided into the following four categories, which should be noted:

  • A. Financial statements audited by an international accounting firm with a cooperative relationship with the CPA firms in Taiwan

  • B. Financial statements audited by the parent company’s certified accountant in Taiwan

  • C. Financial statements audited by the subsidiary's certified accountant in Taiwan D. Other

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:

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. $1,412,100,000 $1,559,749,000 $16,663,835,000
Lintes Technology
Co.,Ltd.
$151,990,000 $151,990,000 $1,735,039 ,000
GOOD NEWS
MEDICAL CO.,
LTD.
$1,013,000 Note 2 $4,579 ,000

Note 1: The conversions to NTD were made at the exchange rates prevailing on the balance sheet date.

Note 2: As the relevant statutory filing procedures have not yet been completed, the approved investment amount is not yet available.

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 2023, which have been eliminated in the preparation of the consolidated financial statements.

~160~

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

(4) Information on Major Shareholders:

mation on Major Shareholders:
Shares
**Name of Major Shareholder **
Shares held Shareholding
%
Chin-Ling Investment Co., Ltd.

10,956,237

9.82%
Jiaming Investment Co., Ltd.

9,797,037

8.78%

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 2023.

~161~

Lotes Co., Ltd.

Statement of Cash and Cash Equivalents

Item
Cash and cash equivalents:
Petty cash
Checks and demand deposits:
Time deposit:
Total
December 31, 2023
Summary
Unit: NT$ 1,000
Amount
$ 155
36,389
424,850
461,239
50
7,475,390
7,475,440
$
7,936,834

NTD
Foreign currency (USD13,567,389.85,
HKD20,871.68, JPY148,785.00,
EUR217,680.55, RMB173,801.74 and
THB1.67)
NTD Due date: 2024.02.19
Interest rate range: 1.45%
Foreign currency (USD239,290,000,
RMB17,800,000 and EUR1,500,000)
Due date: 2024.01.04~2024.06.12
Interest rate range: 2.30%~5.54%

Statement of Financial Assets Measured at FVTPL - Current

Financial Instrument Summary Number
of Shares
or Bonds
Face Value Total Amount Interest
Rate
Acquisition
Cost
3,001
Fair Value Fair Value Change
Attributable to
Credit Risk
Change
Remarks
Unit
Price
Total
Amount
7,307
OTC Stocks
VSO ELECTRONICS
CO., LTD.
90,800 $ - - - %
80.47

-

~162~

Lotes Co., Ltd.

Statement of Notes Receivable

December 31, 2023

Unit: NT$ 1,000

Item Summary Amount
$ 735
284
81
283
$
1,383
Non-related parties:
A company
B company
C 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.

Statement of Accounts Receivable

Item Summary Amount
$
35,703
$ 639,371
613,044
532,964
504,044
401,295
383,527
354,730
2,413,225
5,842,200
(2,311)
$
5,839,889
Accounts receivable - related parties
Non-related parties:
D company
E company
F company
G company
H company
I company
J 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.

~163~

Lotes Co., Ltd.

Statement of Other Receivables

December 31, 2023

Unit: NT$ 1,000

Item Summary

Primarily receivables from mold opening
income
Amount
$ 2,275
(2,272)
Related-parties
Less: allowance for losses
Non-related parties:
Business tax credit and tax refund
Other receivables - interest
Other
Subtotal
Less: allowance for losses

$
3
$ 13,846
41,040
284
55,170
(279)

$
54,891

Note: The balance of each account does not exceed 5% of the amount in this accounting item and is not shown separately.

Statement of Inventories

Item
Merchandises
Finished goods
Work in process
Raw materials
Subtotal
Less: Allowance for decline in value of inventories and doubtful
losses
Amount
$ 723,215
2,834
3
29
Market price

899,545

1,945

3
17

901,510
726,081
(125,716)

$
600,365

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.

~164~

Lotes Co., Ltd.

Statement of Prepayments

December 31, 2023

Unit: NT$ 1,000

Item Summary
Mainly prepayment of annual association
fee
Mainly prepayment of product certification
fee
Mainly prepayment of insurance
Primarily prepaid business tax
Mainly prepayment of miscellaneous
expenses, etc.
Amount
$ 1,461
1,250
912
2,480
1,112
$
7,215
Prepayment of membership fee
Prepayment
Prepayment of insurance
Prepaid import business tax
Other (Note)
Total

Note: The balance of each account does not exceed 5% of the amount in this accounting item and is not shown separately.

Statement of Changes in Financial Assets Measured at FVTPL - Non-Current

From January 1 to December 31, 2023

Name of financial
instruments
Beginning of theperiod Beginning of theperiod Increa se in theperiod Decrea se in theperiod Ending of theperiod Provision of
guarantees
orpledges

Remark
Shares Fair value Shares Amount
2,500
25,000
Shares Amount
(295)
(289)
Shares Fair value
2,205
24,711
Redemption rights of
convertible bonds
Private equity funds
-
-
$
-
-
-
-

-

-
-
-
None
$
-

27,500

(584)

26,916

~165~

Lotes Co., Ltd.

Statement of Changes in Financial Assets Measured at FVTOCI - Non-Current

From January 1 to December 31, 2023

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

(3,297)
(154)
Shares Fair value

1,129
15
SteadyBeat Technology
Corporation
G-sau Co., Ltd
831 $ 4,426
300
169
$
4,595

-

-
619
-
212
300
-

-
None
None
$
4,595
-
(3,451)
1,144 -

Note: This amount includes a disposal of NT$7,433 thousand in this period and unrealized gains of NT$3,982 thousand on financial assets measured at fair value through other comprehensive income.

~166~

Lotes Co., Ltd.

Statement of Changes in Investment Accounted for Using the

Equity Method

From January 1 to December 31, 2023

Unit: NT$ 1,000

Name Opening balance
(Note 1)
Opening balance
(Note 1)
Increase in the period (Note
2)
Increase in the period (Note
2)
Decrease in the period
(Note 2)
Decrease in the period
(Note 2)
Closing balance Market val ue or net equity
Provision of
guarantees or
pledges
Totalprice
9,949,958
None
2,035,859
"
4,351,613
"
201,685
"
1,493,390
"
88,500
"
4,744
"
30,534
"
83,364
"
1,894,288
"
47,666
"
20,181,601
Remark
Unitprice
Shares
Amount
Shares
Amount

-
1,508,827

-
188,414

-
790,463

-
20,126

3,300,000
9,801

-
2,718

-
582

-
1,329

-
-

32,429,000
691,601
9,400,000
47,666
3,261,527
Shares
Amount

-
-

-
-

-
-

-
-

-
-

-
-

-
-

-
-
110,000
23,708

-
-

-
-
23,708
Shares
Shareholding
%
26,050,000
100.00%
401,281
100.00%
20,016,426
100.00%
500,000
100.00%
72,300,000
100.00%
2,500,000
100.00%
100,000
100.00%
4,732,059
15.74%

12,380,000
99.92%
74,629,000
100.00%
9,400,000
21.01%
Amount

9,949,958

2,035,859

4,351,613

201,685

1,493,390

88,500

4,744

30,534

83,364

1,894,288

47,666
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
LOTES VIET NAM COMPANY LIMITED
I-See Vision Technology Inc.
26,050,000 $ 8,441,131
401,281
1,847,445
20,016,426
3,561,150
500,000
181,559
69,000,000
1,483,589
2,500,000
85,782
100,000
4,162
4,732,059
29,205
12,490,000
107,072
42,200,000
1,202,687
-
-
$
16,943,782

-

-

-

-

-

-

-

-

-

-

-
$
16,943,782

3,261,527
23,708
20,181,601

Note 1: This amount includes the impact of retrospectively applying new standards amounting to NT$4,263 thousand.

Note 2: This amount includes an increase in investment funds of NT$898,915 thousand, recognition of investment income of NT$2,795,627 thousand, recognition of a decrease in cumulative translation adjustments of NT$449,712 thousand, recognition of an increase in invested companies' capital reserves of NT$24,049 thousand under the equity method, recognition of unrealized losses on financial assets of NT$38 thousand under the equity method, recognition of unearned compensation of NT$6,162 thousand, and impairment losses of NT$24,860 thousand under the equity method.

~167~

Lotes Co., Ltd.

Statement of Deferred Tax Assets

December 31, 2023

Unit: NT$ 1,000

Item
Deferred tax assets
Summary Amount
$
164,025

Statement of Other Non-Current Assets

Item
Refundable deposits
Prepayment for construction work
Summary Amount
$ 6,027
7,248

$
13,275

~168~

Lotes Co., Ltd.

Statement of Short-Term Borrowings

December 31, 2023

Unit: NT$ 1,000

Type
Credit loan
Credit loan
Credit loan
Credit loan
Credit loan
Dividend loan
Description $ $ Closing
balance
Period
-
2023.06.27~
2024.06.27
-
2023.08.07~
2024.08.31
580,000 2023.06.12~
2024.06.30
-
2023.03.31~
2024.03.31
-
2023.04.30~
2024.04.30
1,000,000 2023.08.28~
2024.08.28
1,580,000
Interest rate
0%
0%
1.80%
0%
0%
1.90%
Financing line
Collateral or
guarantee
300,000Guaranteed notes of
300,000,000
500,000
Guaranteed notes of
500,000,000
580,000
Guaranteed notes of
580,000,000
(Note1)
600,000
Guaranteed notes of
600,000,000
767,625
Guaranteed notes of
767,625,000
(Note 2)
1,000,000

None
3,747,625
Remark
E.SUN
Bank
CTBC Bank
Bank
SinoPac
Hua Nan
Bank
Fubon Bank
Hua Nan
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.

Statement of Notes Payable

Item Summary Amount
$ 2,603
395
313
283
1,597
$
5,191
Non-related parties:
K company
L company
M company
Ncompany
Other (Note)

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 Accounts Payable

December 31, 2023

Unit: NT$ 1,000

Item Summary Amount
$ 3,499,107
211,845
31,710
$
3,742,662
$ 882
743
276
99
$
2,000
Related parties:
REKA Technology Co., Ltd.
Xincheng Development Co.,
Ltd.
Other (Note)
Non-related parties:
O company
P company
Q 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.

Statement of Other Payables

Item
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
Summary Amount
$
4,356

Mainly salary and year-end bonuses payable
Mainly royalties payable
Mainly compensation for employees and
directors in 2023
Mainly promotion expenses payable

$ 44,178
31,028
207,180
70,715
33,878

$
386,979

$
593,337

Note: The balance of each account does not exceed 5% of the amount in this accounting item and is not shown separately.

~170~

Lotes Co., Ltd.

Lotes Co., Ltd.
Statement of Refund Liabilities - Current
December 31, 2023
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 Bonds Payable
Unit: NT$ 1,000
Amount
$
420,182

Amount
$
18,060
Name Trustee Issuance period Coupon
rate

0%
Total issue
amount
Unamortized
discount
Converted
amount

(118,100)
Book value Redemption
method
Guarantee
Note
None
Second
domestic
unsecured
convertible
bond
Hua Nan
Commercial
Bank, Ltd.
2023.03.09~2026.03.09 $
1,000,000

(31,653)
850,247 Lump-sum
payment at
maturity


~171~

==> picture [495 x 545] intentionally omitted <==

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

Lotes Co., Ltd.
Statement of Deferred Income Tax
Liabilities
December 31, 2023 Unit: NT$ 1,000
Item Summary Amount
Deferred income tax liabilities $ 948
Statement of Provision for Liabilities -
Non-Current
Item Summary Amount
Provision for liabilities - Provision for employee benefit liabilities $ 43,534
non-current
Statement of Other Non-Current Liabilities
Item Summary Amount
Deposits received $ 43
----- End of picture text -----

~172~

Lotes Co., Ltd.

Statement of Operating Revenue

From January 1 to December 31, 2023

Unit: NT$ 1,000

Item
Sales revenue:
General
Triangular trade
Less: Return of sales
Discount on sales
Net operating revenue
Quantity
779,671KPCS
1,258,539KPCS
Amount
$ 8,932,344

6,763,228
(46,902)

(175,220)

$
15,473,450

~173~

Unit: NT$ 1,000

Lotes Co., Ltd.

Statement of Operating Cost

From January 1 to December 31, 2023

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
Raw material consumption
Manufacturing Costs
Processing Costs
Transfer of finished goods and merchandise
Less Work in process at the end of the period
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
$ 18
848
(29)
(11)
826
3,851
1,487
5,105
(3)
11,266
4,220
(5,105)
(2,834)
(796)
6,751
1,089,869
10,821,429
11
31,427
(723,215)
(12,976)
11,206,545
40,413
$
11,253,709

~174~

Lotes Co., Ltd.

Statement of Promotion Expense

From January 1 to December 31, 2023

Unit: NT$ 1,000

Item Summary Amount
$ 67,044
38,356
74,527
126,311
Import and export expenses
Royalties
Payroll
Other (Note)
Total

$
306,238

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
$ 278,106
25,567
147,108
Salary expenses
Labor expenses
Other (Note)
Total

$
450,781

Note: The balance of each account does not exceed 5% of the amount in this accounting item and is not shown separately.

~175~

Lotes Co., Ltd.

December 31, 2023

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)

~176~

5. 2023 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, 2023 and 2022, the Consolidated Statement of Comprehensive Income as of January 1 to December 31, 2023 and 2022 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, 2023 and 2022 in Lotes Group and the consolidated financial performance and consolidated cash flow of January 1 to December 31, 2023 and 2022 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 2023 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 (16) to the consolidated financial statements for the accounting policy in terms of income recognition. Please refer to Note VI (16) to the consolidated financial statements for the refund liability. Please refer to Note VI (24) 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

~177~

Group. 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 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.

Emphasis of Matter

As disclosed in Note III (1) to the consolidated financial statements, effective January 1, 2023, Lotes Group adopted the amendments to IAS 12, which was recognized and issued by the Financial Supervisory Commission, for the preparation of its financial statements, and restated its consolidated financial statements for the year ended December 31, 2022 retrospectively. We have not modified our audit opinion accordingly.

Other Matters

Lotes Co., Ltd. has prepared its parent company only financial statements for fiscal years 2023 and 2022, 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

~178~

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 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:

  1. 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.

  2. 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.

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

  4. 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.

  5. 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.

  6. 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 2023 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

~179~

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 CHIN-KUAN-CHENG-SHENAuthority of : TZU No. 1000011652 Securities CHIN-KUAN-CHENG-SHENApproval TZU No. 1110333933 Certificate No.[March 12, 2024 ]

~180~

Lotes Co., Ltd. And Subsidiaries

Unit: NT$ 1,000

Consolidated Balance Sheet

December 31, 2023 and 2022

Assets
Current assets:
1100
Cash and cash equivalents (Note VI (1) and (27))
1110
Financial assets measured at FVTPL - current
(Note VI (2), (14) and (27))
1120
Financial assets measured at FVTOCI - current (Note VI (2)
and (27))
1150
Net notes receivable (Note VI (3) and (27))
1170
Net accounts receivable (Note VI (3) and (27))
1200
Other receivables (Note VI (3) and (27))
1220
Income tax assets for the period (Note VI (20))
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), (14) and (27))
1517
Financial assets measured at FVTOCI - non-current (Note
VI (2) and (27))
1550
Investments accounted for using the equity method(Note VI
(5)
1600
Property, plant and equipment (Note VI (8) and 8)
1755
Right-of-use assets (Note VI (9))
1760
Net investment property(Note VI (10) and (27))
1780
Intangible assets (Note VI (11))
1840
Deferred tax assets (Note VI (20))
1900
Other non-current assets

Total of assets
Dec. 31, 2023
Amount
%
$ 13,132,491
35
60,784
-

-
-
305,564
1
9,305,409
25
506,207
1
599
-
2,657,313
7
102,555
-
3,832
-
(Restated)
Dec. 31, 2022
Amount
%

7,090,304
21
79,007
-
-
-

203,501
1

10,507,021
31

384,111
1
739
-

3,561,132
11
260,014
1
4,650
-
(Restated)
Jan. 1, 2022
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

251,260
1

822,486
3

9,559,247
36

26,519,184
100
Liabilities and equity
Current liabilities:
2100
Short-term loans (Note VI (12), (27), (30) VIII and IX)
2130
Contract liabilities - current (Note VI (24))
2150
Notes payable (Note VI (27))
2170
Accounts payable (Note VI (27))
2200
Other payables (Note VI (27))
2230
Income tax liabilities for the period - current (Note VI
(20))
2280
Lease liabilities - current (Note VI (15), (27), (30) and
VII)
2365
Refund liabilities - current (Note VI (16))
2300
Other current liabilities
2322
Long-term loans - current portion (Note VI (13), (27),
(30), and VIII)

Non-current liabilities:
2530
Bonds payable (Note VI (14), (27) and (30))
2540
Long-term loans (Note VI (13), (27), (30) and VIII)
2550
Provisions – non-current (Note VI (17) and (19))
2560
Income tax liabilities for the period - non-current (Note
VI (20))
2570
Deferred income tax liabilities (Note VI (20))
2580
Lease liabilities - non-current (Note VI (15), (27), (30)
and VII)
2600
Other non-current liabilities

Total of liabilities
Equity attributable to owners of parent:
Share capital:
3110
Capital – common stock (Note VI (21))
3130
Certificates of bond-to-stock conversion (Note VI (21))
3200
Capital reserves (Note VI (21))
3300
Retained earnings (Note VI (21))
3400
Other equity (Note VI (21))
Total equity attributable to owners of parent
36XX
Non-controlling interest (Note VI (7))
Total of equity
Total of liabilities and equity
Dec. 31, 2023
Amount
%
$ 1,580,000
4
30,617
-
5,209
-
1,822,819
5
1,859,015
5
969,358
3
129,085
-
420,182
1
38,059
-
-
-
6,854,344
18
(Restated)
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
-

8,097,597
24
(Restated)
Jan. 1, 2022
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
-

7,004,306
27

26,074,754
69


22,090,479
66

26,916
-
79,979
-
81,730
-
9,129,914
24
1,278,713
3
344,997
1
150,113
1
412,071
1
373,212
1

-
-
83,520
-
-
-

8,871,880
27

982,871
3

97,817
-

182,069
1

297,115
1

775,192
2

934,155
2
-
-
43,534
-
-
-
226,640
1
487,452
1
25,272
-


132,449
-
149,769
1
41,410
-
6,928
-

154,433
1

260,380
1
25,101
-

911,927
4

29,600
-
45,220
-
31,342
-

131,132
-

285,847
1
22,539
-

1,717,053
4


770,470
3


1,457,607
5

11,877,645
31


11,290,464
34
8,571,397
22

8,868,067
27

8,461,913
32

1,113,298
3
1,423
-
8,896,393
24
18,552,928
49
(790,983)
(2)


1,068,762
3
9,536
-

6,307,022
19

15,765,305
47

(339,053)
(1)


1,059,779
4
1,167
-

5,283,698
20

11,202,788
42

(682,384)
(2)
$
37,952,399
100

33,380,943
100


27,773,059
74




22,811,572
68




16,865,048
64

1,607,943
4


1,701,304
5


1,192,223
4

29,381,002
78


24,512,876
73


18,057,271
68

$
37,952,399
100


33,380,943
100


26,519,184
100

(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 Comprehensive Income

From January 1 to December 31, 2023 and 2022

Unit: NT$ 1,000

4000
Operating revenue (Note VI (16), (24) and XIV)
5000
Operating cost (Note VI (4) and XII)
Gross profit
Operating expense (Note VI (15), (18), (19), (26), (27), 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 (5), (18) and (25)):
7100
Interest income
7010
Other income
7020
Other gains and losses
7050
Financial costs
7070
Share in the gain or loss of subsidiaries, associate and joint ventures accounted for using
the equity method
Total non-operating revenue/expense
Net profit before tax from continuing operations
7950
Less: Income tax expense(Note VI (20))
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$)
(Note VI (23))
Diluted earnings per share (Unit: NT$)
(Note VI (23))
2023 %

100

53
(Restated)
2022

%

100

56
Amount
$ 24,483,463
13,002,401
Amount

27,099,134

15,161,454

11,481,062


47


11,937,680


44

779,454
1,593,509
2,173,521
(11,371)


3

7

9

-


828,044

1,532,956

2,300,779
7,015


3

6

8

-

4,535,113


19


4,668,794


17

6,945,949


28


7,268,886


27

325,532
412,287
(74,898)
(71,118)
(17,259)


1

2

-

-

-


46,801

367,702
560,287
(55,109)
-


-

1

2

-
-

574,544


3

919,681

3

7,520,493
1,793,447


31

8


8,188,567

1,780,487


30

7

5,727,046


23


6,408,080


23

(2,292)
3,892
(458)


-

-

-

2,790
(7,981)
558


-

-

-

2,058


-
(5,749)
-

(320,804)
(1,794)


(1)

-


352,379
830


1

-

(319,010)


(1)

351,549

1

(316,952)



(1)



345,800


1

$
5,410,094



22



6,753,880


24

$ 5,593,032
134,014


22

1


6,255,931

152,149


22

1

$
5,727,046


23


6,408,080


23

$ 5,145,430
264,664


21

1


6,601,494

152,386


23

1

$
5,410,094


22


6,753,880


24

$

50.65


58.72
$ 50.19 57.88

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

Chairperson: CHU, TE-HSIANG

Accounting Manager: LIU, HSIN-HSIA

~182~

Unit: NT$ 1,000

Lotes Co., Ltd. and Subsidiaries

Consolidated Statement of Changes in Equity

From January 1 to December 31, 2023 and 2022

Balance on January 1, 2022
Effects of retrospective application of new standards
Balance after restatement on January 1, 2022
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 bonds
Conversion of convertible bonds
Changes in non-controlling interests
Cash dividends paid by subsidiaries to non-controlling interests
Balance after restatement on December 31, 2022
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 ownership of subsidiaries
Changes in non-controlling interests
Cash dividends paid by subsidiaries to non-controlling interests
Balance on December 31, 2023
Equity attributable to own Equity attributable to own ers of parent Non-controll
ing interests
Total equity
18,054,704
2,567
Share capital Capital
reserves
Retained earnings Other equity Unrealized
gains
(losses) on
financial
assets
measured at
FVTOCI
Exchange
differences
on
translation
of foreign
financial
statements
Unrealized
gains (losses)
on financial
assets
measured at
FVTOCI
Unearned
compensation to
employees
Total
Share capital
for ordinary
shares
Certificates
of
bond-to-stoc
k conversion
Total Legal
reserve
Special
reserve
Unappropri
ated
retained
earnings
Total
$ 1,059,779
-
1,167
-
1,060,946
-

5,283,698
-
1,571,158
-

594,972
-

9,034,040
2,618

11,200,170

2,618
(669,055)
(51)
(13,278)
-

-
-
(682,333)
(51)
16,862,481
2,567

1,192,223

-
1,059,779 1,167 1,060,946
5,283,698
1,571,158
594,972


9,036,658



11,202,788

(669,106)
(13,278)
-

(682,384)

16,865,048


1,192,223

18,057,271

-
-

-
-

-
-


-
-

-
-


-
-


6,255,931
2,232



6,255,931

2,232

-
349,811

-
(6,480)

-

-

-
343,331

6,255,931
345,563



152,149

237

6,408,080
345,800
- - - - - -
6,258,163



6,258,163

349,811

(6,480)


-

343,331

6,601,494


152,386

6,753,880
-
-
-
-
-
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)
-
-
-
-
-

-
-
-
-
-
-
-
-

-
-
-
-
-
-
-
-

-
-
-
-
-
-
-
-

-
-
-
-
-
-
-
-

-
-
(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
-
-

13,164,286
5,593,032
(1,834)

15,765,305

5,593,032

(1,834)
(319,295)
-
(449,712)
(19,758)
-
3,944

-
-

-
(339,053)
-
(445,768)
22,811,572
5,593,032
(447,602)


1,701,304

134,014

130,650

24,512,876
5,727,046
(316,952)
- - - - - -
5,591,198



5,591,198

(449,712)

3,944


-

(445,768)

5,145,430



264,664

5,410,094
-
-
-
-
-
-
35,000
9,536
-
-
-
-
-
-
-
-
-
-
(8,113)
-
-
-
-
-
-
-
-
-
35,000
1,423
-
-
-
-
-
-
114,556
24,049
52,309

2,270,973

127,484
-
-
-
625,649
-
-
-
-
-
-
-
-
-
-

-
(343,303)
-
-
-
-
-
-
-
-
-

(625,649)

343,303
(2,803,575)
-
-
-
-
-
-
-
-



-

-

(2,803,575)
-
-
-
-
-
-
-
-

-
-
-
-
-
-
-
-
-
-
-

-
-
-
-
-
-
-
-
-
-
-

-
-
-
-
-
-
-
-
(6,162)
-
-

-
-
-
-
-
-
-
-

(6,162)
-
-

-
-
(2,803,575)
114,556
24,049
52,309
2,305,973
128,907
(6,162)
-
-


-
-

-

-

-

-

-

-

(6,258)
(207,388)
(144,379)

-
-
(2,803,575)
114,556
24,049
52,309
2,305,973
128,907
(12,420)
(207,388)
(144,379)
$
1,113,298
1,423 1,114,721 8,896,393 2,544,335 339,030 15,669,563 18,552,928 (769,007) (15,814) (6,162) (790,983) 27,773,059
1,607,943

29,381,002

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

Chairperson: CHU, TE-HSIANG

Accounting Manager: LIU, HSIN-HSIA

~183~

Lotes Co., Ltd. and Subsidiaries

Consolidated Statement of Cash Flows

From January 1 to December 31, 2023 and 2022

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
Share in the gain or loss of subsidiaries, associate and joint ventures accounted for using the equity
method
Loss (gain) on disposal of property, plant and equipment
Impairment loss on non-financial instruments
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
Decrease (increase) in accounts receivable
Decrease (increase) in other receivables
Decrease (increase) in inventory
Decrease (increase) in advance payment
Decrease in other current assets
Total changes in operating assets
Changes in operating liabilities:
Decrease in contract liabilities
Decrease in notes payable
Decrease in accounts payable
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
Unit: NT$ 1,000
2023
(Restated)
2022
$ 7,520,493
8,188,567
2,333,633
2,212,956
57,955
55,711
(11,371)
7,015
(10,726)
14,301
71,118
55,109
(325,532)
(46,801)
(4,003)
(5,535)
58,061
10,825
17,259
-
35,805
28,364
37,320
-
101,013
97,602
-
(35)
(607)
23,779
Unit: NT$ 1,000
2023
(Restated)
2022
$ 7,520,493
8,188,567
2,333,633
2,212,956
57,955
55,711
(11,371)
7,015
(10,726)
14,301
71,118
55,109
(325,532)
(46,801)
(4,003)
(5,535)
58,061
10,825
17,259
-
35,805
28,364
37,320
-
101,013
97,602
-
(35)
(607)
23,779

2,359,925



2,453,291

(88,404)
1,348,895
(58,914)
876,958
155,894
1,467



(142,209)

(1,777,302)

85,564

432,653

(116,723)

4,368

2,235,896



(1,513,649)

(27,506)
(3,229)
(942,001)
(87,353)
(168)
5,301
36,138



(43,067)

(7,898)

(261,856)

(62,876)

(1,020)

(2,547)

188,939

(1,018,818)



(190,325)

1,217,078



(1,703,974)

3,577,003



749,317

11,097,496
275,214
4,003
(58,939)
(2,184,951)



8,937,884

36,337

5,535

(45,171)

(1,201,299)

9,132,823



7,733,286

~184~

Lotes Co., Ltd. and Subsidiaries

Consolidated Statement of Cash Flows (Continued)

From January 1 to December 31, 2023 and 2022

Unit: NT$ 1,000

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 Investments accounted for using the equity method
Cash outflow from the losing the control of subsidiaries
Acquisition of property, plant and equipment
Disposal of property, plant and equipment
Acquisition of intangible assets
Net cash inflows from business combination
Acquisition of investment property
Decrease 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
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
Issuance of restricted stock awards
Repurchase of restricted stock awards
Subsidiary issuing corporate bonds
Issuance of 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
2023
$ 7,433
-
(25,000)
27,794
(94,000)
(50,631)
(2,658,787)
72,444
(37,453)
(54,076)
(256,488)
299,198
2022

1,422
(61,465)

(8,000)

69,302

-

-

(3,677,619)

2,392

(30,457)

-

-

18,314

(2,769,566)



(3,686,111)

(317,432)
-
(165,630)
(249,887)
171
(2,803,575)
(144,379)
2,305,973
16,620
255
-
1,079,877
-
(16,092)
(1,508)



714,342
130,000

(8,775)

(237,460)

2,562

(1,695,646)

(56,866)

-

-

-
346,268

-
(2,800)

246,344

67,445

(295,607)



(494,586)

(25,463)
6,042,187
7,090,304



234,653

3,787,242

3,303,062

$
13,132,491



7,090,304

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

Chairperson: CHU, TE-HSIANG

Accounting Manager: LIU, HSIN-HSIA

~185~

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

Lotes Co., Ltd. and Subsidiaries Notes to the Consolidated Financial Statements

2023 & 2022

(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 12, 2024.

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

Effective January 1, 2023, the Consolidated Company adopted the following newly revised IFRSs, the impact of which is described below:

  1. Amendments to IAS 12 “Deferred Tax related to Assets and Liabilities arising from a Single Transaction”

The amendments restrict the scope of the recognition exemption. When the original recognition of a transaction results in an equal amount of taxable and deductible temporary differences, the recognition exemption no longer applies, and an equal amount of deferred income tax assets and deferred income tax liabilities should be recognized. This accounting change resulted in an increase of NT$99,793 thousand, an increase of NT$97,226 thousand, an increase of NT$2,618 thousand and a decrease of NT$51 thousand in deferred income tax assets, deferred income tax liabilities, retained earnings and other equity, respectively, as of January 1, 2022, and an increase of NT$85,303 thousand, an increase of NT$81,040 thousand, an increase of NT$4,286 thousand, and a decrease of NT$23 thousand in deferred income tax assets, deferred income tax liabilities,

~186~

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

retained earnings and other equity, respectively, as of December 31, 2022. The income tax expense decreased by NT$1,668 thousand, while basic earnings per share and diluted earnings per share increased by NT$0.02 and NT$0.01, respectively, and had no impact on net cash flows for the year ended December 31, 2022.

If the Consolidated Company had followed the previous accounting policy, the deferred income tax assets, deferred income tax liabilities, retained earnings and other equity as of December 31, 2023 would have been decreased by NT$148,902 thousand, decreased by NT$142,025 thousand, decreased by NT$7,023 thousand and increased by NT$146 thousand, respectively. For the year ended December 31, 2023, the income tax expense would have been increased by NT$2,737 thousand, basic earnings per share and diluted earnings per share would have been decreased by $0.02 and $0.01, respectively, and there would have been no effect on net cash flows.

2. Others

The following revised standards are also effective January 1, 2023, but did not have a significant impact on the consolidated financial statements:

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

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

In addition, effective May 23, 2023, the Consolidated Company adopted the amendments to IAS 12, "International Tax Reform - Pillar Two Model Rules", which provide a temporary mandatory exemption and applies retrospectively to the accounting for deferred income taxes related to supplemental taxes and newly disclose Pillar II income tax risk information from the annual reporting period which began from January 1, 2023. However, as of December 31, 2022, no country where the Consolidated Company operates has enacted or substantively enacted legislation related to supplemental tax, and no related deferred income tax has been recognized; therefore, the retroactive application of the amendment had no impact on the consolidated financial statements. The Consolidated Company is closely monitoring the progress of the legislation on the introduction of the global minimum tax in each of the jurisdictions in which the Consolidated Company operates and will disclose the mandatory exemption and the new disclosure requirements in the 2023 consolidated financial statements. Please refer to Note VI (20) Income Tax for more details.

(2) Effects of new and revised standards and interpretation has been approved by FSC but not yet being adopted

The Consolidated Company assessed that the application of the following newly revised IFRSs, effective January 1, 2024, would not have a material impact on the consolidated financial statements.

~187~

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

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

‧Amendments to IAS 1, “Non-current Liabilities with Covenants”

‧Amendments to IAS 7 and IFRS 7, “Supplier Finance Arrangements”

‧Amendments to IFRS 16, “Lease Liability in a Sale and Leaseback”

(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 IFRS 17, "First-time Application of IFRS 17 and IFRS 9 Comparative Information"

‧Amendments to IAS 21, “Lack of Exchangeability”

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 (17).

~188~

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

2. Functional currency and presentation currency

Each party of the Consolidated Company takes the currency of major economic 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. Total consolidated income of subsidiaries is attributed to the Company's owners and non-controlling interests, respectively, even if the non-controlling interests become a deficit balance as a result.

Inter-company transactions, balances and any unrealized gains and losses are eliminated in the preparation of the consolidated financial statements. The financial statements of subsidiaries have been appropriately adjusted to conform to the accounting policies used by the Consolidated Company.

Changes in ownership interests in subsidiaries that do not result in a loss of control of subsidiaries 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,
2023
Dec. 31,
2022
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
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%
(Note 3)
15.74% (Note 1)
99.04%
99.92% (Note 2)
100.00%
100.00%
100.00%
100.00%

~189~

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

Loteson Lotes Guangzhou Co., Ltd. China 100.00% 100.00% 100.00%
International
Investments
Limited
Lotes Lotes Hengnan Co., Ltd. 100.00% 100.00%
Guangzhou Co.,
Ltd.

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.

Guangzhou Leside Technology 100.00% 100.00%
Co., Ltd.

Zhongshan Huixing Electronics 30.06% - % (Note 1)
Co., Ltd.

Guangzhou Dezhi Technology 100.00% - %
Co., Ltd.
Lotes Zhongshan DeZhi Real Estate 100.00% 100.00%
Zhongshan Co., Development Co., Ltd.
Ltd.
Guangzhou Chongqing Fuxinrui Electronic 51.00% 51.00%
Leside Technology Co., Ltd.
Technology
Co., Ltd.
Zhongshan Ningbo Huili Electronic 51.00% - %
Huixing Technology Co., Ltd.
Electronics 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. 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.

~190~

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

Compertum Microsystems Inc.
31.78% 31.78% (Note 1)
Zhaxi Good News Medical Co., Ltd. Taiwan 25.44% 25.44% (Note 1)
Investment
Co., Ltd.
Lintes Technology Co., Ltd. 49.61% 50.24% (Note 1)
Good News FELICITY NEWS LIMITED British Virgin Islands
100.00%
-
%
Medical Co.,
Ltd.
FELICITY Guangzhou Jiashimei Trading China 100.00% -
%
NEWS Co., Ltd.
LIMITED
Lintes Genie Precision Machine Co., Taiwan 60.00% 60.00%
Technology Ltd.
Co., Ltd.
Compertum Microsystems Inc. 10.59% 10.59% (Note 1)
Lerain Technology Co., Ltd. (Note 3) 1.82% (Note 1)
Jilong Co., Ltd. Samoa 100.00% 100.00%
LINTES TECHNOLOGY Thailand 100.00% 100.00%
(THAILAND) CO., LTD.
Jilong Co., Rihui Co., Ltd. Samoa 100.00% 100.00%
Ltd.
Rihui Co., Lintes Technology (Suzhou) Taiwan 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: MicroIdea Co., Ltd. changed its name into Lomites Co., Ltd. on May 18, 2022.

  • Note 3: The Consolidated Company has lost control over Lerain Technology Co., Ltd. since June 1, 2023 based on the judgment that the Consolidated Company does not have the absolute power and the ability to dominate the relevant activities and changes in the remuneration of the operation of Lerain Technology Co., Ltd. Therefore, it has not been listed as a subsidiary in the Consolidated Financial Statements since June 2023.

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.

~191~

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

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.

  1. 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. 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

~192~

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

being exchanged or used to settle a liability for at least 12 months after the reporting period.

~193~

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

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. (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.

~194~

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

(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 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.

~195~

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

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 not measured at amortized cost or through other comprehensive income at fair value (e.g., financial assets held for trading and managed on a fair value basis for performance evaluation) are measured at fair value through profit or loss, 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 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.

~196~

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

  • (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 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.

~197~

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

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 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.

~198~

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

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 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.

~199~

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

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 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.

~200~

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

(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) Investments in Associates

Associates are entities over which the Consolidated Company has significant influence, but not control or joint control, over financial and operating policies.

The Consolidated Company accounts for its interests in associates using the equity method. Under the equity method, the investment is initially recognized at cost, including the cost of the transaction. The carrying amount of the investment in associates includes goodwill identified at the time of the initial investment, less any accumulated impairment losses.

The consolidated financial reports include the Consolidated Company's share of the profits or losses and other comprehensive income of the associates, from the date of significant influence until the date when significant influence is lost, after adjustments consistent with the Consolidated Company’s accounting policies. When an associate undergoes an equity transaction affecting comprehensive income and other comprehensive income that does not affect the Consolidated Company’s ownership percentage, the Consolidated Company recognizes any changes in equity proportionately as capital reserves.

~201~

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

Unrealized gains and losses arising from transactions between the Consolidated Company and its associates are recognized in the financial statements only to the extent unrelated to the investor's interest in the associates. When the Consolidated Company’s share of losses in an associate equals or exceeds its interest in the associate, recognition of further losses is stopped unless there is a legal or constructive obligation or payments have been made on behalf of the investee.

(10) 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.

(11) 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.

~202~

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

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.

(12) Leasing

The Consolidated 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 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

~203~

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

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 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

~204~

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

principal part of the underlying asset’s economic life.

~205~

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

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.

(13) Intangible assets

1. Recognition and measurement

Goodwill arising from the acquisition of subsidiaries is measured at cost less accumulated impairment.

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 as gains and losses when they occur, including the expenses for developing reputation and brand establishing.

3. Amortization

Except for goodwill, 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.

(14) 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. Goodwill is tested for impairment on a regular basis each year.

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.

~206~

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

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.

Goodwill impairment losses are not reversed. 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.

(15) 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.

(16) Income recognition

Revenue from customer contracts

Income is measured in consideration for the expected entitlement to transfer goods or 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.

~207~

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

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.

(17) Employee benefits

1. Defined contribution plan

The obligation for contributions under the defined contribution plan is recognized as an expense during the period in which the employees provide services.

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 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.

~208~

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

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.

(18) 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.

(19) 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 is recognized for temporary differences between the carrying amounts of assets and liabilities at the reporting date and their tax bases. Deferred income tax

~209~

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

is not recognized for the following temporary differences:

  1. Temporary differences arising from the initial recognition of assets or liabilities in transactions that are not business combinations and, at the time of the transaction, (i) do not affect either accounting profit or taxable income (loss) and (ii) do not result in taxable and deductible temporary differences in equal amounts.

  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

  3. (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.

(20) Business combination

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.

~210~

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

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.

(21) 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.

  • (22) 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 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.

~211~

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

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
Petty cash
Checks and demand deposits
Time deposits
Cash and cash equivalents listed on the Statement of Cash
Flows
Dec. 31, 2023
$ 3,585
4,035,836
9,093,070

$
13,132,491


Dec. 31, 2022
6,331
3,662,736
3,421,237
7,090,304

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 and liabilities

1. Financial assets measured at FVTPL

nancial assets and liabilities
Financial assets measured at FVTPL
Financial assets mandatorily measured at FVTPL:
Current:
Non-hedging derivative financial assets
Embedded derivative instruments - redemption
right
Non-derivative financial assets
Shares of listed ("OTC") companies
Emerging stock
Subtotal
Non-current:
Non-hedging derivatives
Embedded derivatives—right of redemption
Non-derivative financial assets
Private equity funds
Subtotal
Total
Dec. 31, 2023
$ 187
53,290
7,307
Dec. 31, 2022

163

62,313

16,531

60,784



79,007

2,205
24,711



-

-

26,916


-

$
87,700


79,007

Please refer to Note VI (14) for the disclosure of embedded derivatives of the convertible bonds issued by the Consolidated Company.

~212~

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

Please refer to Note VI (27) for the amount recognized in profit or loss based on fair value remeasurement.

2. Financial assets measured at FVTOCI

Equity instruments measured at FVTOCI:
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
Domestic unlisted (or OTC) stock-AICP
Technology Corporation
Total
Dec. 31, 2023
50,125
28,710
1,129
15
-
Dec. 31, 2022

50,125

28,800

4,426

169
-
$
79,979

83,520

The Consolidated Company’s investments in these equity instruments are not held for trading purposes and have been designated as measured at FVTOCI.

The Consolidated Company recognized dividend income from equity instruments measured at fair value through other comprehensive income, amounting to NT$2,298 thousand in 2023 and NT$1,946 thousand in 2022.

On February 20, 2023, December 29, 2023, and September 30, 2022, the Consolidated Company adjusted its investment portfolio for asset allocation considerations to diversify risk, selling specified investments in SteadyBeat Technology Corporation measured at fair value through other comprehensive income. The fair values at the time of disposal were NT$4,889 thousand, NT$2,544 thousand, and NT$1,422 thousand, respectively, with accumulated gains or losses on disposal of NT$0 thousand.

For information on market risks, refer to note 6(27)5.

As of December 31, 2023, and December 31, 2022, there were no financial assets of the Consolidated Company provided as collateral for pledges.

(3) Notes receivable, accounts receivable and other receivables

Notes receivable
Accounts receivable
Other receivables
Less: provisions
Dec. 31, 2023
$ 305,564
9,312,888
509,221
10,493
$
10,117,180



Dec. 31, 2022
203,501
10,532,266
387,133
28,267
11,094,633

For the changes in the provisions for notes and accounts receivable for the years 2023 and 2022, please refer to Note VI (27) 1. (3) Statement of Impairment Losses.

~213~

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

(4) Inventory

Merchandises
Finished goods
Work in process
Raw materials
Dec. 31, 2023
$ 602,757
829,978
770,644
453,934
Dec. 31, 2022

777,610

1,334,030

843,056

606,436

$
2,657,313



3,561,132

The Consolidated Company’s inventory as of December 31, 2023 and 2022 including allowance for inventory losses are NT$445,445 thousand and NT$438,7320 thousand respectively.

The Consolidated Company recognized inventory-related expenses (gain) as follows:
2023
2022
Cost of goods sold
$ 12,901,388
15,063,852
Inventory valuation and disposal loss
101,013
97,602
Total
$
13,002,401
15,161,454
The Consolidated Company recognized inventory-related expenses (gain) as follows:
2023
2022
Cost of goods sold
$ 12,901,388
15,063,852
Inventory valuation and disposal loss
101,013
97,602
Total
$
13,002,401
15,161,454
The Consolidated Company recognized inventory-related expenses (gain) as follows:
2023
2022
Cost of goods sold
$ 12,901,388
15,063,852
Inventory valuation and disposal loss
101,013
97,602
Total
$
13,002,401
15,161,454

$
13,002,401



15,161,454

As of December 31, 2023 and 2022, the Consolidated Company’s inventories were not pledged as security.

(5) Investments accounted for using the equity method

The Consolidated Company's investments accounted for using the equity method as of the reporting date are listed as follows:


Associates
Dec. 31, 2023
$
81,730
Dec. 31, 2022

-

1. Associates

On July 24, 2023, the Consolidated Company acquired a 21.01% interest in I-See Vision Technology Inc. for NT$94,000 thousand in cash, thereby obtaining significant influence over the company.

The Consolidated Company's investments in associates that are individually not significant are accounted for using the equity method, and their aggregated financial information is as follows. This financial information is included in the

Consolidated Company's consolidated financial reports:


Year-end aggregated carrying amount of equity in
individually not significant associates
Attributable to the Consolidated Company:
Total comprehensive income (i.e., net profit (loss) of
continuing operations for the period)
Dec. 31, 2023
$
81,730
Dec. 31, 2022

-

2023
$
(17,259)

2022

-

~214~

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

2. Guarantees

There are no pledges as guarantees for the Consolidated Company's investments accounted for using the equity method.

(6) Changes in ownership interests in subsidiaries

1. Acquisition of subsidiaries

On October 27, 2023, the Consolidated Company acquired a 31.65% stake in ZhongShan HuiXing Electronics Co., Ltd. (HuiXing Electronics) for NT$10,175 thousand in cash. HuiXing Electronics is a manufacturer of electronic connectors, and the acquisition is expected to increase the Consolidated Company's market share in China.

From the acquisition date to December 31, 2023, HuiXing Electronics contributed revenues and a net loss of NT$203,265 thousand and NT$9,071 thousand, respectively. Had this acquisition occurred on January 1, 2023, management estimates that the Consolidated Company's revenues and net loss would have increased by NT$481,612 thousand and NT$25,055 thousand, respectively. In determining these amounts, management assumed that the acquisition took place on January 1, 2023, and that the provisional fair value adjustments arising on the acquisition date were the same.

The costs associated with this acquisition transaction have been recognized under "Other Expenses" in the consolidated statement of comprehensive income.

The main categories of consideration transferred, assets acquired, and liabilities assumed, and the amount of goodwill recognized on the acquisition date are as follows:

(1) Net cash outflow from acquisition of subsidiaries

Consideration paid in cash $ 10,175 Less: Cash and cash equivalents acquired 64,251 $ (54,076)

~215~

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

(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:

Current Assets
Cash and cash equivalents
Notes receivable, accounts receivable, and other receivables
Inventories
Other current assets
Non-current Assets
Property, plant, and equipment
Intangible assets
Other non-current assets
Current Liabilities
Notes payable, accounts payable, and other payables
Contract liabilities – Current
Other non-current liabilities – Other
Fair value of identifiable net assets
$ 64,251
185,511
92,408
649
95,464
23
7,639
(433,406)
(3,696)
(698)
$
8,145

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.

(3) Goodwill

Goodwill recognized from acquisitions is as follows:
Consideration transferred
Plus: Non-controlling interests (measured at the proportionate share of
the identifiable net assets)
Less: Fair value of identifiable net assets
Goodwill
$ 10,175

5,567
(8,145)
$
7,597

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%.

~216~

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

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
2023 2022
$ -
-
548
(600)
(52)
$
-

3. Disposal of partial subsidiary shares without loss of control

In November 2023, the Consolidated Company disposed of 0.88% of its equity interest in Lomites Co., Ltd. for NT$1,100 thousand.

In March 2023, the Consolidated Company disposed of 0.01% of its equity interest in Lintes Technology Co., Ltd. for NT$900 thousand.

The changes in the Consolidated Company's ownership interests in the above subsidiaries had the following impact on the equity attributable to the parent company's shareholders:

Carrying amount of the disposed subsidiary shares
Consideration received from non-controlling interests
Capital reserve – difference between the actual price of acquisition or
disposal of subsidiary shares and the carrying value
2023
$ (1,059)
2,000
$
941
  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.

In November 2023, ZhongShan HuiXing Electronics Co., Ltd. issued 385 thousand new shares, raising a total of NT$1,667 thousand. The Consolidated Company’s ownership in ZhongShan HuiXing Electronics Co., Ltd. decreased by 1.59% due to not subscribing to the new shares.

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 0.40% 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

~217~

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

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.

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
Amount not subscribed in proportion to shareholding
Capital reserves - recognition of changes in ownership
interests in subsidiaries
2023
$ 441
-
2022
325,061
(252,138)
72,923
$
441
  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 1,644 thousand new shares in 2023 due to bondholders exercising their conversion rights, resulting in a 0.34% decrease in the Consolidated Company's equity in Lintes Technology Co., Ltd.

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 changes in the Consolidated Company's ownership interests in the subsidiaries for 2023 and 2022 increased the equity attributable to the parent company's shareholders by NT$15,266 thousand and NT$54,712 thousand, respectively.

  1. The subsidiary issued restricted employee stock options without resulting in loss of control.

The subsidiary, Lintes Technology Co., Ltd., issued 358 thousand restricted shares to employees on August 25, 2023, decreasing the Consolidated Company’s equity in Lintes Technology Co., Ltd. by 0.29%.

The change in the Consolidated Company’s ownership interests in the subsidiary for 2023 increased the equity attributable to the parent company's shareholders by NT$7,277 thousand.

~218~

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

7. Subsidiary employee stock options expired

In 2023, 5.5 thousand restricted shares held by departing employees of the subsidiary

Lintes Technology Co., Ltd. expired, increasing the Consolidated Company’s equity in Lintes Technology Co., Ltd. by 0.01%.

The changes in the Consolidated Company’s ownership interests in the subsidiary for 2023 increased the equity attributable to the parent company's shareholders by NT$124 thousand.

(7) Subsidiaries with significant non-controlling interests

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,
2023
Dec. 31,
2022
50.39%
49.76%

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
Dec. 31, 2023
$ 2,528,937
1,246,610
(584,325)
(179,677)
119,813
Dec. 31, 2022
3,115,748
1,062,281
(1,060,878)
(258,033)
145,853


$
2,891,732

2,713,265


$
1,457,195

1,350,148

~219~

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

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
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 in cash and cash equivalents
Dividends paid to non-controlling interests
2023
$
2,454,917
2022
3,369,201
570,248
14,084
277
570,525
14,084
280,498
280,715
2022
500,397
(420,111)
296,556
(3,102)
373,740
52,954

$
396,730

$
(21,150)

$
(7,265)

$
389,465

$
(21,150)

$
198,978

$
195,353


2023
$ 880,699
(278,397)
(404,383)
(8,455)

$
189,464

$
139,489

~220~

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

(8) 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 Jan. 1, 2023
Addition
Prepayment for equipment
transferred in
Acquired through business
combinations
Completion of construction
in progress and
acceptance of equipment
to be examined
Disposal
Reclassified to investment
property
Loss of control over a
subsidiary
Effect of change in
exchange rate
Balance on Dec. 31, 2023
Balance on Jan. 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 Dec. 31, 2022
Losses on depreciation and
impairment:
Balance on Jan. 1, 2023
Depreciation in the year
Acquired through business
combinations
Disposal
Loss of control over a
subsidiary
Reclassified to investment
property
Effect of change in
exchange rate
Balance on Dec. 31, 2023
Balance on Jan. 1, 2022
Depreciation in the year
Disposal
Investment properties
transferred in
Effect of change in
exchange rate
Balance on Dec. 31, 2022
Book value:
December 31, 2023
December 31, 2022
Land
$ 767,108
109,366
-
-
-
-
(1,276)
(38,442)
154
Buildings

2,523,944

200,235
320
-
909,717
-

(4,121)

(15,770)
(98,389)






Machinery
equipment
4,086,610
760,270
66,730
11,795
116,285
(150,332)
-
(27,679)
(115,143)







Other
6,264,473
191,175
14,632
74,162
896,741
(261,440)
-
(19,597)
(115,904)
Outstanding
work and
equipment to
be inspected

1,375,401

1,397,741

28,717

31,244

(1,922,743)

-
-

-

(25,970)





Total
15,017,536
2,658,787
110,399
117,201
-
(411,772)
(5,397)
(101,488)
(355,252)
17,030,014
11,554,527
3,677,619
28,980
-
241,868
(669,507)
(23,925)
207,974
15,017,536
6,145,656
2,166,408
21,737
(303,523)
(8,436)
(593)
(121,149)
7,900,100
4,672,341
2,035,905
(638,751)
4,352
71,809
6,145,656
9,129,914
8,871,880
$
836,910

3,515,936

4,748,536

7,044,242


884,390

$ 241,919
131,296
-
173,500
218,230
-
-
2,163


1,646,343

469,162
789

330,115

23,638
-
-
53,897






3,721,293
425,575
17,095
167,558
-
(316,536)
-
71,625






4,811,867
613,038
11,096
1,123,013
-
(352,971)
-
58,430


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

$ -
-
-
-
-
-
-

459,743
144,709
-
-
(387)
(593)
(10,586)





1,953,192
368,306
1,234
(92,587)
(1,203)
-
(32,440)






3,732,721
1,653,393
20,503
(210,936)
(6,846)
-
(78,123)


-

-

-

-

-
-

-
$
-

592,886

2,196,502

5,110,712

-
$ -
-
-
-
-

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

-

-

-
-

-
$
-

459,743

1,953,192

3,732,721

-
$
836,910

2,923,050

2,552,034

1,933,530
884,390

$
767,108

2,064,201

2,133,418

2,531,752

1,375,401

~221~

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

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 VN CO., LTD. has begun construction of a new factory building. As of December 31, 2023, and 2022, the cumulative expenditures for the construction were NT$578,057 thousand and NT$399,060 thousand, respectively.

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, 2023, and 2022, the cumulative expenditures for the construction of the factory building (including tax), recorded under buildings and structures, amounted to NT$1,621,212 thousand and NT$1,614,359 thousand, respectively, with the property deed acquired in 2022.

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 right-of-use assets in the account. As of December 31, 2023, and 2022, the cumulative expenditures for the construction of the factory building (including tax), recorded under buildings and structures, amounted to NT$342,401 thousand and NT$347,224 thousand, respectively, with the property deed acquired in 2023.

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 2023, 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, 2023 and December 31, 2022, property, plant and equipment were used as collateral for loans and financing lines. Please refer to Note VIII for details.

(9) 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:

Other

Other
Cost of right-of-use assets:
Balance on January 1, 2023
Addition
Decrease
Effect of change in exchange rate
Balance on December 31, 2023
Balance on January 1, 2022
Addition
Decrease
Effect of change in exchange rate
Land
$ 666,442
113,434
-
(40,101)
Buildings

604,356

396,528
(146,166)

(14,608)
equipment

12,816

3,994

(3,120)

(124)
Total

1,283,614

513,956

(149,286)

(54,833)

$
739,775


840,110


13,566


1,593,451

$ 636,586
4,707
-
25,149


552,848

133,405
(83,774)

1,877


403

12,848

(411)

(24)


1,189,837

150,960

(84,185)

27,002

~222~

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

Balance on December 31, 2022
Depreciation of right-of-use assets:
Balance on January 1, 2023
Depreciation for the period
Decrease
Effect of change in exchange rate
Balance on December 31, 2023
Balance on January 1, 2022
Depreciation for the period
Decrease
Effect of change in exchange rate
Balance on December 31, 2022
Book value:
December 31, 2023
December 31, 2022
$
666,442
604,356
12,816
1,283,614




$ 37,066
260,333
3,344
300,743
15,133
143,278
4,081
162,492
-
(139,032)
(3,120)
(142,152)
(1,900)
(4,385)
(60)
(6,345)




$
50,299
260,194
4,245
314,738




$ 21,033
140,064
251
161,348
17,711
154,929
3,363
176,003
-
(32,786)
(257)
(33,043)
(1,678)
(1,874)
(13)
(3,565)




$
37,066
260,333
3,344
300,743




$
689,476
579,916
9,321
1,278,713




$
629,376
344,023
9,472
982,871

(10) Investment property

The changes in the investment property of the Consolidated Company are as follows:

~223~
Self-owned assets
Land
Buildings
Cost or deemed cost:
Balance on January 1, 2023
$ 42,34
22,710
Additions
-
-
Reclassified to property, plant, and
equipment
1,27
4,121
Effect of change in exchange rate
-
-
Balance on December 31, 2023
$
43,62
26,831
Balance on January 1, 2022
$ 260,57
46,348
Reclassified to property, plant, and
equipment
(218,230
(23,638)
Effect of change in exchange rate
-
-
Balance on December 31, 2022
$
42,34
22,710
Losses on depreciation and
impairment:
Balance on January 1, 2023
$ -
2,832
Depreciation
-
847
Reclassified to property, plant, and
equipment
-
593
Impairment losses
-
-
Effect of change in exchange rate
-
-
Balance on December 31, 2023
$
-
4,272
Balance on January 1, 2022
$ -
6,668
Depreciation
-
516
Reclassified to property, plant,
and equipment
-
(4,352)
Effect of change in exchange
rate
-
-
Balance on December 31, 2022$
-
2,832
Book value:
December 31, 2023
$
43,622
22,559
December 31, 2022
$
42,346
19,878
~223~
Self-owned assets
Land
Buildings
Cost or deemed cost:
Balance on January 1, 2023
$ 42,34
22,710
Additions
-
-
Reclassified to property, plant, and
equipment
1,27
4,121
Effect of change in exchange rate
-
-
Balance on December 31, 2023
$
43,62
26,831
Balance on January 1, 2022
$ 260,57
46,348
Reclassified to property, plant, and
equipment
(218,230
(23,638)
Effect of change in exchange rate
-
-
Balance on December 31, 2022
$
42,34
22,710
Losses on depreciation and
impairment:
Balance on January 1, 2023
$ -
2,832
Depreciation
-
847
Reclassified to property, plant, and
equipment
-
593
Impairment losses
-
-
Effect of change in exchange rate
-
-
Balance on December 31, 2023
$
-
4,272
Balance on January 1, 2022
$ -
6,668
Depreciation
-
516
Reclassified to property, plant,
and equipment
-
(4,352)
Effect of change in exchange
rate
-
-
Balance on December 31, 2022$
-
2,832
Book value:
December 31, 2023
$
43,622
22,559
December 31, 2022
$
42,346
19,878
~223~
Self-owned assets
Land
Buildings
Cost or deemed cost:
Balance on January 1, 2023
$ 42,34
22,710
Additions
-
-
Reclassified to property, plant, and
equipment
1,27
4,121
Effect of change in exchange rate
-
-
Balance on December 31, 2023
$
43,62
26,831
Balance on January 1, 2022
$ 260,57
46,348
Reclassified to property, plant, and
equipment
(218,230
(23,638)
Effect of change in exchange rate
-
-
Balance on December 31, 2022
$
42,34
22,710
Losses on depreciation and
impairment:
Balance on January 1, 2023
$ -
2,832
Depreciation
-
847
Reclassified to property, plant, and
equipment
-
593
Impairment losses
-
-
Effect of change in exchange rate
-
-
Balance on December 31, 2023
$
-
4,272
Balance on January 1, 2022
$ -
6,668
Depreciation
-
516
Reclassified to property, plant,
and equipment
-
(4,352)
Effect of change in exchange
rate
-
-
Balance on December 31, 2022$
-
2,832
Book value:
December 31, 2023
$
43,622
22,559
December 31, 2022
$
42,346
19,878
Right-of-use
assets
Land

37,731
256,488

-
(4,691)
Total
102,787
256,488
5,397
(4,691)
$
43,62
26,831

289,528

359,981


37,198

-
533

344,122
(241,868)
533
$
42,34
22,710
37,731 102,787


2,138

3,886

-
4,863
(175)

4,970
4,733
593
4,863
(175)
$
-
4,272

10,712

14,984


-
6,668
-
516
-
(4,352)
-
-


1,585

532

-
21

8,253
1,048
(4,352)
21
$
-
2,832
2,138 4,970
$

43,622
22,559

278,816

344,997
$

42,346
19,878

35,593

97,817
~223~

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

Fair value:

December 31, 2023
December 31, 2022

$
410,733

$
162,684

As of December 31, 2023 and December 31, 2022, the Consolidated Company’s investment properties were not pledged as security.

(11) Intangible assets

The changes in the cost and amortization of the intangible assets of the Consolidated Company are as follows:

Cost:
Balance on January 1, 2023
Acquired separately
Acquired through business combinations
Derecognition
Loss of control over a subsidiary
Effect of change in exchange rate
Balance on December 31, 2023
Balance on January 1, 2022
Acquired separately
Derecognition
Effect of change in exchange rate
Balance on December 31, 2022
Losses on amortization and impairment:
Balance on January 1, 2023
Amortization for the period
Impairment
Acquired through business combinations
Derecognition
Loss of control over a subsidiary
Effect of change in exchange rate
Balance on December 31, 2023
Balance on January 1, 2022
Amortization for the period
Derecognition
Effect of change in exchange rate
Balance on December 31, 2022
Book value:
Balance on December 31, 2023
Balance on December 31, 2022
$ Computer
Software
322,973
29,856
-
(16,663)
(3,421)
(3,471)




Other
600
-
7,622
-
-
-

Total
323,573
29,856
7,622
(16,663)
(3,421)
(3,471)
337,496
307,488
30,457
(17,005)
2,633
323,573
141,504
57,955
7,597
2
(16,663)
(1,485)
(1,527)
187,383
101,904
55,711
(17,005)
894
141,504
150,113
182,069
$
329,274
8,222
$
306,888
30,457
(17,005)
2,633




600
-
-
-
$
322,973
600
$
141,504
57,954
-
-
(16,663)
(1,485)
(1,527)




-
1
7,597
2
-
-
-


$
179,783
7,600
$
101,904
55,711
(17,005)
894




-
-
-
-
$ 141,504 -
$
149,491
622
$
181,469
600

~224~

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

(12) 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

Bank loans - credit loans
Total
Remaining credit
Dec. 31, 2023 Amount
$ 1,580,000
Currency
NTD


Interest rate range
Maturity
2024



1.80%~1.90%
Dec. 31, 2022

$
1,580,000

$
3,403,056

Amount
$ 76,775
1,830,000
Currency
USD

NTD

Interest rate range
5.55%
1.55%~1.80%
Maturity
2023
2023



$
1,906,775

$
3,634,405

For information on the Consolidated Company's exposure to interest rate and foreign currency risks, please refer to Note 6(27). Additionally, for details on the Consolidated Company's assets pledged as collateral for bank loans, refer to Note 8, and for the issuance of guarantee notes due to bank loans and financing limits, refer to Note 9.

(13) 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)
Bank loans—guaranteed loans (The expiry date is May
2037)
Subtotal
Less: portion due within one year
Total
Remaining credit
Interest rate range
Dec. 31, 2023
$ -
-
Dec. 31, 2022
9,855
155,775
-
-

165,630
15,861
$
-

149,769
$
-

6,845
-
1.75%~2.11%

For details of the guarantees provided by the Consolidated Company for bank loans using assets pledged as collateral, please refer to Note VIII.

~225~

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

(14) 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)
Right of redemption valuation benefit (loss) (reported in
other gains and losses)
Interest expense
Dec. 31, 2023
$ 1,300,000
-
(333,200)
(32,645)
Dec. 31, 2022

1,300,000
(2,800)

(1,161,600)

(3,151)

132,449

163

-

25,680
2022

(323)

9,513

$
934,155

$
2,392

$
114,556

$
16,078

2023
$
1,468

$
14,086
  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 was $535. 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

~226~

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

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, bondholders have requested the conversion of 9,333 of the Company's first three-year unsecured convertible corporate bonds, respectively. The book amount at the time of conversion totals $915,969 thousand. The net change in capital surplus generated by the bond conversion during the current period is $895,831 thousand. Also, the share capital generated by the bond conversion is $17,352 thousand. Please refer to note VI (21) for details on the share conversion.

  • (3) Repurchase details

The Company's first domestic three-year unsecured convertible bonds were redeemed and trading on the counter ceased on December 9, 2022.

  1. The Company's second domestic unsecured convertible bonds

  2. (1) Issuance Details

On March 9, 2023, the Company issued 10,000 zero percent coupon, three-year unsecured convertible bonds, which will be repaid at maturity in cash based on the face value of the bonds.

The conversion price was initially set at NT$862.1 per share at issuance. If any adjustments to the conversion price occur according to the terms provided in the issuance related to the Company’s common shares, the conversion price is adjusted accordingly. As of December 31, 2023, the conversion price was NT$829.9. These bonds do not have reset clauses.

The right to redeem the bonds for cash at face value applies if one of the following conditions is met:

  • A. From the day after three months following the issuance until forty days before the end of the issuance period, if the closing price of the Company's common stock on the Taiwan Stock Exchange exceeds the conversion price of the bonds by at least 30% for thirty consecutive trading days.

  • B. From the day after three months following the issuance until forty days before the end of the issuance period, if the outstanding balance of the bonds is less than 10% of the original total amount issued.

~227~

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

(2) Conversion Details

During the year 2023, bondholders requested the conversion of 1,181 of the Company's second three-year unsecured convertible bonds. The total book value at the time of conversion was NT$113,861 thousand. The net change in capital reserves resulting from these conversions was NT$112,143 thousand, and an additional NT$1,423 thousand was generated in paid-in capital due to these conversions. For details on the conversion of share capital, please refer to note 6(21).

  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. The conversion price was set at NT$123.4 per share at issuance. When there are adjustments to the ordinary shares of the subsidiary, Lintes Technology Co., Ltd., that meet the terms of issuance, the conversion price is adjusted according to the formula specified in the terms. As of December 31, 2023, and 2022, the conversion prices were NT$116.4 and NT$120.3, respectively. This bond does not have a reset clause.

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 2023 and 2022, holders of Lintes Technology Co., Ltd.'s first domestic three-year unsecured convertible bonds exercised their conversion rights, obtaining 422 thousand and 1,367 thousand ordinary shares of Lintes Technology Co., Ltd., respectively.

~228~

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

(15) Lease liabilities

ease liabilities ease liabilities ease liabilities
The book values of the lease liabilities of the Consolidated Company are as follows:
Dec. 31, 2023 Dec. 31, 2022
Current $
129,085
110,281
Non-current $
487,452
260,380

For the maturity analysis, please refer to Note VI (27). The amounts recognized in profit or loss are as follows:

For the maturity analysis, please refer to Note VI (27).
The amounts recognized in profit or loss are as follows:
).
s:
2023
Interest expense for lease liabilities
$
34,122
Changes in lease payments not included in the
measurement of lease liabilities
$
12,421
Income from the sublease of right-of-use assets
$
30,898
Expenses for short-term leases
$
7,045
Cost of low-value leased assets (excluding low-value
leases under short-term leases)
$
328
The amounts recognized in the Statement of Cash Flows are as follows:
2023
Total cash outflow from leases
$
303,803
2023
$
34,122
2022
22,673
13,394
28,417
6,753
354

2022
280,625

$
12,421

$
30,898

$
7,045

$
328

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.

(16) Refund liabilities - current

Dec. 31, 2023 Dec. 31, 2022 Refund liabilities - current $ 420,182 384,044

The refund liabilities are mainly the prepayments to customers for the sales discount and defects of electronic components.

~229~

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

(17) Provision for liabilities

Provision for liabilities - non-current
Employee benefits
Dec. 31, 2023
$
43,534
Dec. 31, 2022

41,410

Employee benefits are estimated under the Consolidated Company’s defined benefit plan. Please refer to Note VI (19).

(18) 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 (10) 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, 2023
$ 484
130
Dec. 31, 2022

130

-
$
614
130

In year 2023 and 2022, the income tax generated in the investment property from rentals were NT$555 thousand and NT$580 thousand, respectively, and the direct operating expenses (including maintenance) incurred in the investment property from rentals were NT$826 thousand and NT$408 thousand, respectively.

(19) 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:

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, 2023
$ 79,676
(36,142)
Dec. 31, 2022

78,993

(37,583)

$
43,534


41,410

The Consolidated Company's employee benefit liabilities are as follows:

Paid leave liability Dec. 31, 2023
$
30,013
Dec. 31, 2022

27,802

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.

~230~

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

(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 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 $36,412 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 2023 and 2022 are as follows:

2023
Defined benefit obligation at January 1
$ 78,993
Current service cost and interest
1,485
Remeasurement of net defined benefit liability (asset)
2,583
Benefits planned to be paid
(3,385)
Defined benefit obligation at December 31
$
79,676
2023
Defined benefit obligation at January 1
$ 78,993
Current service cost and interest
1,485
Remeasurement of net defined benefit liability (asset)
2,583
Benefits planned to be paid
(3,385)
Defined benefit obligation at December 31
$
79,676
2022

78,057

1,128

(192)

-

$
79,676

78,993

(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 2023 and 2022 are as follows:

fiscal 2023 and 2022 are as follows: fiscal 2023 and 2022 are as follows:
2023
Fair value of plan assets as of January 1
$ 37,583
Interest income
486
Remeasurement of net defined benefit liability (asset)
291
Amount contributed to the plan
1,167
Benefits paid under the plan
(3,385)
Fair value of plan assets at December 31
$
36,142
2022

32,837

228

2,598

1,920

-

$
36,142

37,583

~231~

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

(4) Expenses recognized in profit or loss

The expenses recognized in profit or loss in fiscal 2023 and 2022 were as follows:

Current service cost
Net interest on net defined benefit liability
Operating cost
Promotion expense
Administration expense
R&D expense
2023
$ 468
531
2022

587

313
$
999
900
$ 102
424
318
155

106

362

295

137
$
999

900
  • (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 2023 and 2022 are as follows:

Accumulated balance as of January 1
Recognized in the current period
Accumulated balance as of December 31
2023
$ 938
(2,292)
2022
(1,852)
2,790

$
(1,354)

938

(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, 2023
1.20%
2.00%
Dec. 31, 2022
1.30%
2.00%

The Company anticipates making contributions to defined benefit plans amounting to NT$1,185 thousand and NT$1,149 thousand within one year following the reporting dates of 2023 and 2022, respectively.

The weighted-average duration of the defined benefit plan for 2023 is 9 years.

~232~

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

(7) Sensitivity analysis

The effect of changes in key actuarial assumptions on the present value of the

defined benefit obligation as of December 31, 2023 and 2022 are as follows:

December 31, 2023
Discount rate
Future salary increases
December 31, 2022
Discount rate
Future salary increases
Effect on the defined benefit
obligation
Increase of
0.25%
Decrease of
0.25%
$ (1,835)
1,899
1,879
(1,825)
(1,918)
1,987
1,968
(1,909)
Increase of
0.25%
$ (1,835)
1,879
(1,918)
1,968

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 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 2023 and 2022 were NT$17,427 thousand and NT$16,866 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 2023 and 2022 were NT$357,922 thousand and NT$351,027 thousand, respectively.

~233~

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

(19) Income tax

1. The details of the income tax expense of the Consolidated Company are as follows:

2023
2022
Income tax expense for the period
Current income tax
$ 1,682,633
1,860,954
Tax on unappropriated retained earnings
174,484
70,405
Prior period current income tax adjustment
(6,561)
(128,480)
1,850,556
1,802,879
Deferred income tax expense
Other deferred income tax expense (benefit)
(58,803)
(21,707)
Adjustments from prior years
1,694
(685)
Income tax expense
$
1,793,447
1,780,487
A breakdown of the Consolidated Company's income tax expense (benefit)
recognized under other comprehensive income is as follows:
2023
2022
Components of other comprehensive income that will
not be reclassified to profit or loss:
Remeasurements of defined benefit plan
$
(458)
558
Components of other comprehensive income that will
be reclassified to profit or loss:
Exchange differences on translation
$
(1,794)
830
2023
$ 1,682,633
174,484
(6,561)
2022

1,860,954

70,405

(128,480)

1,850,556



1,802,879

(58,803)
1,694



(21,707)

(685)

$
1,793,447



1,780,487

$
(1,794)
830

The relationship adjustment between the Consolidated Company’s income tax expense (benefit) and pre-tax net income for 2023 and 2022 is as follows:

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
Recognition of previously unrecognized tax losses
Adjustments to current income taxes for prior periods
Additional tax levied on unappropriated retained
earnings
Total
2023
$ 7,520,492
2022

8,188,567

2,560,937
(921,533)
-
(15,574)
(4,867)
174,484



2,853,679

(1,041,473)
27,041

-

(129,165)

70,405

$
1,793,447


1,780,487

~234~

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

2. 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, 2023
$ -
52,747
Dec. 31, 2022
2,886

47,457

$
52,747



50,343

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.

Domestic subsidiaries, according to the Income Tax Act and approved by the tax authorities, can deduct losses from the previous ten years from the current year's net income for tax assessment purposes. As of December 31, 2023, for taxable losses not yet recognized as deferred tax assets by the Consolidated Company, the deduction periods are as follows:

Ememe Robot Co., Ltd.:

Year of loss
2013 (Approved)
2014 (Approved)
2015 (Approved)
2016 (Approved)
2017 (Approved)
2018 (Approved)
2019 (Approved)
2020 (Approved)
2021 (Approved)
2022 (Declared)
2023 (Estimated)
Losses not yet
deducted
$ 14,550
6,246
8,951
10,166
6,828
3,237
2,609
629
158
78
15
$
53,467
Last year to be deducted
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033

Compertum Microsystems Inc.:

Compertum Microsystems Inc.:
Year of loss
2019 (Approved)
2020 (Approved)
2021 (Approved)
2022 (Declared)
2023 (Estimated)
Losses not yet
deducted
$ 519
29,317
39,512
45,162
35,411
$
149,921
Last year to be deducted
2029
2030
2031
2032
2033

~235~

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

GOOD NEWS MEDICAL CO., LTD.:

Year of loss
2020 (Approved)
2021 (Approved)
2022 (Declared)
2023 (Estimated)
Losses not yet
deducted
$ 1,203
3,743
4,498
7,805
$
17,249
Last year to be deducted
2030
2031
2032
2033

Lomites Co., Ltd.:

Lomites Co., Ltd.:
Year of loss
2020 (Approved)
2021 (Approved)
2022 (Declared)
2023 (Estimated)
Losses not yet
deducted
$ 64
5,623
14,827
22,585
$
43,099
Last year to be deducted
2030
2031
2032
2033

(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
Lease liabilities
Other
Deferred tax assets
) Deferred income tax liabilities recognized
Unrealized exchange gain
Investment income recognized by the equity method
Gain recognized in bargain purchase transaction
Unrealized gains on financial assets
Right-of-use assets
Deferred income tax liabilities
Dec. 31, 2023
$ 66,024
203
44
84,037
49,316
45,562
8,886
-
2,736
-
148,902
6,361
Dec. 31, 2022

66,843

237

44

76,809

890

55,234

8,428
527

942
1,693

85,303

165

$
412,071


297,115

Dec. 31, 2023
$ 83,145

522
948
-
142,025


Dec. 31, 2022

2,606

67,787

1,045
1,955

81,040

$
226,640



154,433

(3) Deferred income tax liabilities recognized

~236~

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

3. Income tax assessment

The profit-seeking enterprise income tax filings of the Company and its domestic subsidiaries—Jiayu Investment Co., Ltd., Ememe Robot Co., Ltd., Compertum Microsystems Inc., GOOD NEWS MEDICAL CO., LTD., Lomites Co., Ltd., Lintes Technology Co., Ltd., and Genie Precision Machine Co., Ltd.—have been approved by the tax authorities up to the fiscal year 2021.

4. Global Minimum Tax

The Consolidated Company's subsidiaries operating in Vietnam have obtained additional tax incentives, resulting in an effective tax rate below 15%.

The Consolidated Company recognizes supplementary taxes as current income tax when incurred, and temporary exemptions are applied to the related deferred income tax accounting for supplementary taxes, as detailed in Note (4).

(21) Capital and other equity

As of December 31, 2023 and 2022, 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$1,113,298 and NT$1,068,762 thousand respectively.

In 2023, due to convertible bondholders exercising their conversion rights, the Company issued 142 thousand new shares. The issuance is pending legal registration and thus is recorded under bond conversion entitlement certificates at NT$1,423 thousand.

On November 10 and December 15, 2022, the board of directors resolved to issue 3,500 thousand new shares via a cash capital increase at NT$10 per share and an issue price of NT$660 per share, with April 7, 2023, set as the base date for the capital increase. This capital increase was approved by the Financial Supervisory Commission and legally registered on April 25, 2023.

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 2021, due to convertible bondholders exercising their conversion rights, the Company issued 117 thousand new shares. Since the legal registration process was not yet completed, it is recorded under bond conversion entitlement certificates at NT$1,167 thousand, and the registration was completed in April 2022.

~237~

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

1. Capital reserves

. Capital reserves
The components of the Company’s capital reserve

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
Expired subscription rights
are as follows:
Dec. 31, 2023
$ 6,951,216
1,266,891
423

522,172
40,330
114,556
805






Dec. 31, 2022
4,628,739
1,139,407
423
498,123
40,330
-
-
6,307,022
$
8,896,393

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, after the final settlement of each year’s earnings, the Company shall first complete tax contributions, make up for prior years’ deficits, and set aside 10% as a legal reserve, except when the legal reserve has reached the total capital level. Subsequently, according to the laws, the special reserve may be set aside or reversed; if there are any profits remaining, along with accumulated undistributed profits, the board of directors will prepare a profit distribution proposal for resolution at the shareholder's meeting. The distribution of shareholder dividends must not be less than 20% of the net amount of the year's after-tax profits after legally mandated profit reserves have been deducted.

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.

~238~

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

(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 resolved the profit distribution for the fiscal years 2022 and 2021 at the annual general shareholders' meetings held on June 16, 2023, and June 17, 2022, respectively. The amounts distributed as dividends to shareholders are as follows:


Distributed to the
holders of ordinary
shares:
Cash
2022
Payout ratio
(NT$)
Amount


$ 25.18
2,803,575
2022
Payout ratio
(NT$)
Amount


$ 25.18
2,803,575
2021
Payout ratio
(NT$)
Amount
15.92
1,695,646
2021
Payout ratio
(NT$)
Amount
15.92
1,695,646
Payout ratio
(NT$)

$ 25.18

Payout ratio
(NT$)
15.92

On March 12, 2024, the Company’s board of directors proposed the following 2023 earnings distribution:


Distributed to the holders of ordinary shares:
Cash
2023
Payout ratio
(NT$)
Amount


$ 26.00
2,898,275

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)”

~239~

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

3. Other equity

Exchange
differences on
translation of
foreign
operations
Balance on January 1, 2023
$ (319,295)
Exchange differences arising
from the translation of the
net assets of foreign
operations
(449,712)
Unrealized losses from
financial assets measured
at FVTOCI
-
Changes in ownership
interests in subsidiaries
-
Balance on December 31,
2023
$
(769,007)
Balance on January 1, 2022
$ (669,055)
Effects of retrospective
application of new
standards
(51)
Balances restated as of
January 1, 2022
(669,106)
Exchange differences arising
from the translation of the
net assets of foreign
operations
349,811
Unrealized losses from
financial assets measured at
FVTOCI
-
Balance on December 31,
2022
$
(319,295)
Exchange
differences on
translation of
foreign
operations
$ (319,295)
(449,712)
-
-
Unrealized gain
(loss) on
financial assets
measured at
FVTOCI

(19,758)

-
3,944
-
Unearned
compensation

-
-

-
(6,162)
Total
(339,053)
(449,712)
3,944

(6,162)
$
(769,007)
(15,814)
(6,162)


(790,983)

$ (669,055)
(51)


(13,278)

-


-
-

(682,333)
(51)


(13,278)

-
(6,480)

-
-

-

(682,384)
349,811
(6,480)
$
(319,295)

(19,758)

-

(339,053)

(22) Share-based payment

The Consolidated Company has the following share-based payment transactions:

Date of grant
Number of grants
Granted to
Vesting conditions
Fair value at the date of grant
Cash capital increase reserved for employee stock options Cash capital increase reserved for employee stock options Restricted Stock for
Employees
The Company
Lintes Technology
Lerain Technology
Lintes Technology
2023.03.08
2022.01.31
350 thousand shares
431 thousand shares
Current employees of
the Consolidated
Company
Current employees of
the subsidiary
Immediate vesting
Immediate vesting
$ 161.00
$ 25.02
2022.03.29
122 thousand shares
Current employees of
the subsidiary
Immediate vesting
$ 0.30
2023.08.25
358 thousand shares

Eligible employees of
subsidiaries
From the grant date to
6, 18, and 30 months
of continuous
employment, and
upon achieving
individual
performance metrics
or corporate
operational goals set
by the company:
$ 69.61

~240~

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

1. Cash capital increase reserved for employee subscription

The Company’s cost of employee compensation based on the shares generated from the cash capital increase retained for employee stock options was $52,309 thousand recognized in fiscal 2023.

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 was $36 thousand.

2. Restricted stock for employees

On June 15, 2023, the shareholder meeting of Lintes Technology Co., Ltd. resolved to issue restricted stock for employees, with August 25, 2023, as the base date for the capital increase (grant date). A total of 358 thousand shares were issued. The rights to the shares allocated to employees before fulfilling the vesting conditions are restricted, including prohibitions against selling, pledging, transferring, gifting to others, creating any encumbrance, or disposing of in any other manner. Other rights include, but are not limited to, entitlement to dividends, bonuses, statutory reserves, and capital reserves rights, as well as rights to subscribe to new shares in a cash capital increase, identical to those of the company’s already issued ordinary shares.

(23) Earnings per share

The calculation of basic earnings per share and diluted earnings per share of the Consolidated Company is as follows:

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:
Employee bonuses
Convertible bond
Weighted average common shares outstanding (adjusted for the effect
of dilutive potential common stock)
Diluted earnings per share
2023
$
5,593,032
2022
6,255,931

110,416

106,539

$
50.65

58.72
$ 5,593,032
9,302
6,255,931
5,897

$
5,602,334

6,261,828

110,416
244
964

106,539
309
1,337
111,624
108,185

$
50.19

57.88

~241~

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

(24) Revenue from contracts with customers

  1. Please refer to Note XIV (3) and (4) for the disclosure of disaggregation of revenue for the major products and major regional markets.

  2. Balance of contract

ance of contract
Contract liabilities Dec. 31, 2023 Dec. 31, 2022

54,427
Jan. 1, 2022

97,494
$
30,617

The beginning balances of contract liabilities as of January 1, 2023 and 2022 were recognized as income of NT$45,847 thousand dollars and NT$80,636 thousand dollars respectively.

(25) Non-operating revenue/expense

1. Interest income

The breakdown of interest income of the Consolidated Company is as follows:

Interest on bank deposits 2023
$
325,532
2022
46,801

2. Other income

The details of other income of the Consolidated Company are as follows:

Dividend income
Income from molding
Income from compensation
Income from rentals
Income from subsidies
Others
2023
$ 4,003
150,533
1,451
34,175
68,668
153,457
$
412,287
2022

5,535

170,481

5,189

35,076

59,899
91,522

367,702

3. Other gains and losses

The details of other gains and losses of the Consolidated Company are as follows:

Foreign exchange gain
Net profit (loss) from financial assets (liabilities)
measured at FVTPL:
Derivatives:
Forward foreign exchange contracts
Embedded derivative
Financial products
Non-derivatives
Stock
2023 2022
$ 20,150
-
1,468
-
9,547

613,970
(8,390)

(323)
1,296

(6,884)

~242~

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

Private equity funds (289) -
Net gain from bond buyback - 35
Loss from the disposal of property, plant and equipment (35,805) (28,364)
Lease modification interest 607 146
Impairment losses on non-financial assets (37,320) -
Other (33,256) (11,199)
Total $ (74,898) 560,287

4. Financial costs

The details of the financial costs of the Consolidated Company are as follows:

Bank loans
Lease liabilities
Conversion of corporate bonds
2023 2022

22,923

22,673

9,513
$ 22,910
34,122
14,086

$
71,118



55,109

(26) Compensation to employees and directors

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; however, if the Company has accumulated losses, it shall retain the amount of compensation in advance and appropriate the Compensation of Employees and Directors 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.

For the fiscal years 2023 and 2022, the estimated compensation amounts for employees were NT$202,700 thousand and NT$221,300 thousand, respectively, and for directors, both were NT$4,480 thousand. These estimations were based on pre-tax profits before employee and director compensation, multiplied by the distribution ratios set out in the Company’s Articles of Incorporation. These costs were reported as operating costs or expenses for the respective periods and were paid entirely in cash. Detailed information can be found on the Market Observation Post System. The amounts distributed as employee and director compensation as resolved by the board of directors match the estimated amounts in the consolidated financial reports for 2023 and 2022.

~243~

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

(27) 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 $23,246,086 thousand and $18,178,606 thousand as of December 31, 2023 and 2022 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, 2023 and 2022, the Consolidated Company had 7 and 5 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:

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, 2023 Expected credit
loss in the
duration of
provision
77
267
3,275
52
196
3,612
Book value of
notes and accounts
receivable
$ 9,310,187
279,125
24,870
236
392
3,642
Weighted
average expected
credit loss rate

0.00%

0.10%

13.17%

22.03%

50.00%
99.18%

$
9,618,452

7,479

~244~

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
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
Weighted
average expected
credit loss rate

0.00%

0.38%

8.94%

38.21%

49.79%

98.72%
$ 10,343,048
293,326
71,344
16,285
936
10,828

$
10,735,767

25,245

The changes in the provisions for notes and accounts receivable of the Consolidated Company are as follows:

Opening balance
Acquired through business combinations
Recognition of impairment losses (reversal gains)
Write-offs for the period
Foreign currency translation (losses) gains
Closing balance
2023

$
7,479
25,245

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, 2023
Non-derivative financial liabilities
Short-term loans
Bonds payable
Notes payable
Accounts payable
Other payables
Lease liabilities
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
Book value
$ 1,580,000
934,155
5,209
1,822,819
1,859,015
616,537
Cash flow
from the
contract

1,594,090

966,800

5,209

1,822,819

1,859,015
758,012
Within 6
months

591,019

-

5,209

1,822,819

1,859,015
82,043
6 12 months

1,003,071
-

-

-

-
78,590
1-2years

-
84,900
-
-
-
138,985
2-5years
-

881,900
-
-
-
227,871
More than 5
years
-

-
-
-
-
230,523

$
6,817,735

7,005,945

4,360,105

1,081,661

223,885

1,109,771

230,523

$ 1,906,775
132,449
165,630
8,504
2,351,503
1,937,095
370,661


1,920,045

135,600

187,005

8,504

2,351,503

1,937,095
412,713


917,667

-

9,890

8,504

2,351,503

1,937,095
69,614


1,002,378
-

9,032

-

-

-
58,102


-
-

17,011
-
-
-
103,420

-
135,600

37,288
-
-
-
181,577

-

-

113,784
-
-
-
-

$
6,872,617

6,952,465

5,294,273

1,069,512

120,431

354,465
113,784

~245~

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

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.

  1. Market risk—exchange rate risk

  2. (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
VND
Financial liabilities
Currency
USD
RMB
JPY
EUR
Financial assets
Currency
USD
RMB
HKD
JPY
EUR
INR
Financial liabilities
Currency
USD
RMB
EUR
MOP
Dec. 31, 2023
$
$
$ $
Foreign
currency
(Note)
642,058
236,085
45
305,602
1,160
4
267,351
1,173
272
8

~246~

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

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 $20,150 thousand and $613,970 thousand in fiscal 2023 and 2022, 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 December 31, 2023 and 2022, 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 $92,191 thousand and $101,146 thousand for year 2023 and 2022, 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, 2023 and 2022 were NT$4,086,086 thousand and NT$3,744,810 thousand, respectively, and its financial liabilities were NT$0 thousand and NT$242,405 thousand, respectively. If interest rates had increased or decreased by 1%, the Consolidated Company’ net income would have increased or decreased by NT$32,689 thousand and NT$28,019 thousand for year 2023 and 2022, respectively, with all other variables held constant.

~247~

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

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:

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, 2023
Book value
Fairvalue
$ 87,700
87,700
79,979
79,979
Dec. 31, 2023
Book value
Fair value
$ 344,997
410,733
934,155
934,870
Dec. 31, 2022
Book value
Fairvalue

79,007
79,007

83,520
83,520
Dec. 31, 2022
Book value
Fair value

97,817
162,684

132,449
131,573
Book value
$ 344,997
934,155
Book value

97,817

132,449
  • (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.

~248~

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

(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).

December 31, 2023
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, 2022
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
$ 53,290
78,835

Level 2

7,307
-
Level 3

27,103
1,144

Total

87,700
79,979
167,679
410,733
934,870
Total

79,007
83,520
162,527
162,684
131,573

$
132,125
7,307
28,247

$
-

-

410,733
$
-
-
934,870
Level 1
$ 62,313
78,925

Level 2

16,531
-

Level 3

163
4,595

$
141,238
16,531 4,758

$
-

-

162,684
$
-
-
131,573

(4) Transfer between the Level 1 and the Level 2

The Consolidated Company does not have any transfers between 2023 and 2022.

~249~

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

Name 2023 Unit: NT$1,000
Decrease
Sales,
disposal or
settlement
Closing
balance
(439)
27,103
(7,433)
1,144
(7,872)
28,247
Decrease
Sales,
disposal or
settlement
Closing
balance
(65,421)
163
(1,422)
4,595
(66,843)
4,758
and losses” and
which relate to
2022
253

(5,295)
Unit: NT$1,000
Decrease
Sales,
disposal or
settlement
Closing
balance
(439)
27,103
(7,433)
1,144
(7,872)
28,247
Decrease
Sales,
disposal or
settlement
Closing
balance
(65,421)
163
(1,422)
4,595
(66,843)
4,758
and losses” and
which relate to
2022
253

(5,295)
$ Opening
balance
163
4,595
Total profit or loss
Recognized
in other
comprehensi
ve income
-
3,982
Incr ea s e
ransferred
to level 3
-
-
Decrease
Sales,
disposal or
settlement
(439)
(7,433)

Recognized
in profit or
loss
1,179
-


Issuance or
purchase
26,200
-
T
Financial assets measured at FVTPL
Financial assets measured at FVTOCI
Name
$
4,758
1,179
3,982
26,200 -
(7,872)

2022
$ Opening
balance
65,757
10,956
Total profit or loss Incr ea s e
ransferred
to level 3
-
-
Decrease
Sales,
disposal or
settlement
(65,421)
(1,422)

Recognized
in profit or
loss
(323)
-



Recognized
in other
comprehensi
ve income
-
(4,939)
Issuance or
purchase
150
-
T
$
76,713
(323)
(4,939)
150 -
(66,843)
  • (6) Quantitative information on fair value measurements of significant unobservable inputs (Level 3)

The Consolidated Company’s financial assets primarily classified at fair value through profit or loss as Level 3 include derivative financial instruments, equity securities investments, private equity fund investments, and financial assets at fair value through other comprehensive income—equity securities investments. Quantitative information on significant unobservable inputs is as follows:

~250~

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 FVTPL
- investment in
private equity fund
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
Net asset value
approach
Comparable
Company
Analysis
Net asset value
approach
Significant unobservable
inputs
‧Volatility as of December
31, 2023, and December
31, 2022, were
36.41%~41.78% and
41.43%, respectively
‧Net asset value
‧Price-to-NAV (Net Asset
Value) ratio as of
December 31, 2023, and
December 31, 2022,
were 1.630 and 1.475,
respectively
‧Lack of market liquidity
discount as of December
31, 2023, and December
31, 2022, were 15.70%
and 15.80%, respectively
‧Net asset value
Relationship between
significant
unobservable inputs
and fair value
‧The higher the
volatility, the higher
the fair value
‧Higher net asset value
leads to higher 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:

~251~

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

December 31, 2023
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, 2022
Financial assets measured at FVTPL
Embedded derivatives - right of
redemption
Input value Upward
or
downward
changes
Fair value changes
reflected in profit or
loss for the period
Fair value changes
reflected in profit or
loss for the period
Fair value changes
reflected in other
comprehensive income
Favorable
changes
Unfavorab
le changes

-
-

-
-
1
(2)
1
(2)

-
-

-
-
Favorable
changes
Unfavorab
le changes
Favorable
changes
Volatility
Stock price
Net market
value
multiplier
Lack of
marketability
discount
Volatility
Stock price
5%
10%
7%
7%
5%
10%
$ 385
1,664
-
-
68
81

(1,013)

(1,055)
-
-

(68)

(54)

-

-
1
1

-

-

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.

(28) 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.

~252~

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 73% and 72% of the Consolidated Company’s revenue for 2023 and 2022, 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.

~253~

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 Consolidated Company has entered into unused borrowing lines totaling $3,403,056 thousands and $3,641,250 thousand, repectively as of December 31, 2023 and 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 Consolidated Company reduce, but still not completely eliminate, the impact of changes in foreign currency exchange rates.

~254~

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

The Consolidated Company periodically reviews individual foreign currency assets and liabilities for exposures and hedges against such exposures.

(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
comprehensiv
e income after
tax
$
800
Other
comprehensi
ve income
after tax
835
$
(800)
(606) (835) (788)

(29) 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, 2023
$ 8,571,397
(13,132,491)

Dec. 31, 2022
8,868,067
(7,090,304)
1,777,763
24,512,876
6.76%

$
(4,561,094)

$
29,381,002

(18.38)%

~255~

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

Changes in the debt-to-capital ratio as of December 31, 2023, were mainly due to operational profits, increased cash levels, and decreased net debt.

(30) Investment and fund-raising activities for non-cash transactions

The information on non-cash investment and financing activities of the consolidated company for the 2023 and 2022 fiscal years is as follows:

  1. For details on the conversion of convertible corporate bonds into common shares, please refer to Note VI (14).

  2. For details on obtaining right-of-use assets through leasing, please refer to Note VI (9) and (15).

The adjustments of liabilities arising from financing activities of the consolidated company in 2023 and 2022 are as follows:

Short-term loans
Bonds payable
Long-term loans (including
long-term loans – current
portion)
Lease liabilities
Total liabilities from financing
activities
Jan. 1, 2023
Cash flow
$ 1,906,775
(317,432)
132,449
1,079,877
165,630
(165,630)
370,661
(284,009)
Non-cash changes
Other
Changes in
exchange
rate
Changes in
fair value
Dec. 31,
2023
(10,000)
657
-
1,580,000
(278,171)
-
-
934,155
-
-
-
-
540,337
(10,452)
-
616,537


$
2,575,515
312,806



252,166
(9,795)
-
3,130,692



Short-term loans
Bonds payable
Long-term loans (including
long-term loans – current
portion)
Lease liabilities
Total liabilities from financing
activities
Jan. 1, 2022
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



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 LeRain Technology Co., Ltd. An associate of the Consolidated Company Key management personnel Including the directors, managers and their families and spouses

~256~

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

Note: Transactions with related parties are disclosed only for the period with associates.

(3) Material transactions with the related parties

1. Amounts payable to related parties

The details of the Consolidated Company’s payables to related parties are as follows:

Accounting Item Related Party
Category
Dec. 31, 2023
$
49
Dec. 31, 2022

-
Accounts payable
Associates

2. Purchases

The amount of purchases from related parties by the Consolidated Company is as follows:

Associate 2023
$
91
2022

-

The purchase prices from related parties are not significantly different from those from general suppliers. The payment terms are three months, which are not significantly different from those of general suppliers.

3. Non-operating income

Associate 2023
$
56
2022

-

Mainly rental income from parking spaces.

4. Leases

The Consolidated Company leases a warehouse from key management personnel and signed a one-year lease agreement based on the rental rates of nearby areas, with a total contract value of NT$60 thousand. Interest expenses recognized for 2023 and 2022 were NT$1 thousand each, with lease liabilities as of December 31, 2023, and 2022 amounting to NT$59 thousand and NT$0 thousand, respectively.

(4) Major management personnel transactions

Related compensation includes:

Short-term employee benefits
Post-employment benefits
Share-based payment
2023
$ 128,611
1,313
8,766
2022
211,794
1,328
430
213,552

$
138,690

For details on share-based payments, please refer to note 6 (22).

~257~

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, 2023
$
204,260
Dec. 31, 2022

246,448
  • IX. Significant Contingent Liabilities and Unrecognized Contractual Commitments

  • (1) Significant unrecognised contract commitments:

The Consolidated Company's significant construction contracts signed but not yet paid for as of December 31, 2023, are as follows:

for as of December 31, 2023, are as follows:
Unit: NT$1,000 in foreign currency
Dec. 31, 2023
Significant construction contract amounts in:
RMB $ 41,408
VND 17,340,908
NTD 10,131
  • (2) The issuance of guarantee notes for bank loans, financing lines and derivative financial commodity transactions:
Guaranteed notes Dec. 31, 2023
$
2,887,704
Dec. 31, 2022
5,020,405
  • X. Significant Disaster Loss: None.

  • XI. Significant Post-Period Events:

  • (1) On February 26, 2024, the board of directors of Lintes Technology Co., Ltd. resolved:

    1. To meet the operational needs of Lintes Thailand, a wholly-owned subsidiary, it is proposed to increase its capital by up to THB 155,000 thousand (approximately NT$141,000 thousand), with a par value of THB 10 per share. The funds will be transferred in installments according to the financial needs of Lintes Thailand.

    2. Some employees allocated restricted stock under the employee stock option plan did not meet the vesting conditions. As a result, Lintes Technology Co., Ltd. repurchased these restricted stocks at the issuance price. Besides the share capital of NT$55 thousand already recovered by December 31, 2023, an additional NT$11 thousand in share capital was recovered prior to this board meeting. The board resolved to cancel the aforementioned issued share capital of NT$66 thousand (i.e.,

~258~

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

6,600 shares), reducing the total issued shares from 62,642,311 shares to 62,635,711 shares. The record date for the capital reduction is set for March 6, 2024.

~259~

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

  • (2) To raise funds for constructing the Longtan factory building, purchasing machinery for the Longtan factory, and making long-term equity investments in Lintes Thailand, Lintes Technology Co., Ltd., resolved on November 8, 2023, to issue the second series of domestic unsecured convertible corporate bonds. These were approved by the competent authority on December 20, 2023. The unsecured convertible bonds, totaling 3,000 units with a face value of NT$100 thousand each, have a coupon rate of 0% and a term of three years. The funds totaling NT$344,232 thousand were fully collected on January 17, 2024.

XII. Others

  • (1) Employee benefits, depreciation, depletion, and amortization functions are summarized below:
below:
Function
Nature

2023
2022
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
3,878,365
590,300
4,922
-
192,162
1,714,558
2,302
1,934,546

186,402

15,467
6,695

112,828

619,075

55,653
5,812,911

776,702

20,389

6,695

304,990
2,333,633

57,955
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

(2) Seasonality of operations:

The Company’s operations are subject to seasonal fluctuations due to the downstream computer industry.

~260~

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

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 Collateral Lending limit
for single party
(Note 2)
Overall
lending limit
(Note 2)
Name Value
1 Lintes
Technology
Co.,Ltd.
Genie Precision
Machine Co.,
Ltd.
Other receivables
- related parties
Yes 30,000 30,000
29,000

1.72
2 -

To repay
loan
- None - 289,173 1,156,693

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: (1) 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) Lintes Technology Co., Ltd. must not lend more than 10% of its net value to a single entity.

Lintes Technology Co., Ltd.'s total amount of funds lent to others must not exceed 50% of its net value.

a. For those with business transactions, the total amount of funds lent must not exceed 10% of the company's net value.

b. For those needing short-term funding, the total amount of funds lent must not exceed 40% of the company's net value.

2. Endorsement:

Unit: NT$1,000/1,000 in foreign currency

No. Endorseme
nt 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
1
2

The
Company

"

Lotes
Guangzhou
Co., Ltd.
Lintes
Technology
Co., Ltd.
REKA
Technology
Co., Ltd.
Lotes
Guangzhou
Co., Ltd.
REKA
Technology
Co., Ltd.
Genie
Precision
Machine Co.,
Ltd.
2
2
1
2
5,554,612
5,554,612
2,061,227
1,445,866

537,920

628,400
(USD20,000)

97,275
(USD3,000)

146,600

-


153,525
(USD5,000)


92,115
(USD3,000)

130,000
-
-
-

-
-
-
-
-
0.00%
0.55%
0.89%
4.50%
13,886,529
13,886,529
5,153,069
2,891,732

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.

~261~

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

(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.

  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 Maximum
shareholding or
capitalization in
theperiod
Remark
Shares Book value Shareholding
ratio

Fair value
Lotes Co., Ltd.
"

"

"

Zhaxi
Investment Co.,
Ltd.
"

"

"

"

Lintes
Technology Co.,
Ltd.
"
VSO ELECTRONICS
CO., LTD.
NEXUS CVC
Partners Fund LP -
private equity fund
SteadyBeat
Technology
Corporation
G-sau Co., Ltd.
Grand-Tek Technology
Co., Ltd.
LIAN HONG ART
CO., LTD.
OTO PHOTONICS,
INC.
LUCEMITEK CO.,
LTD.
AICP Technology
Corporation
Chailease Holding
Company Limited
Class A Preferred
Shares
Hotai Finance Co.,
Ltd. Class A Preferred
Shares
None

"

"

"

"

"
"
"
"

"

"
Financial assets
measured at FVTPL
- current
Financial assets
measured at
FVTPL –
non-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
"
90,800
-
212,020
300,000
392,815
1,088,719
1,368,800
1,169,977
400,000
512,000
300,000

7,307
24,711

1,129

15

18,364

34,926

-

-

-

50,125

28,710

0.24 %

-
%

2.17 %

10.38 %

1.31 %

2.87 %
4.10 %
17.33 %
5.33 %

0.34 %

0.60 %

7,307

24,711

1,129

15

18,364

34,926

-

-

-

50,125

28,710

0.49%

-
%

4.35%

12.10%

1.31%

2.91%
4.10%
17.33%
5.33%

0.34%

0.60%







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:

Unit: NT$1,000/1,000 in foreign currency

Company Name
Marketable
Securities Type
and Name
Financial Statement
Account
Counterparty Nature of
Relationship
Beginning Balance(Note 1) Beginning Balance(Note 1) Acquisition(Note 1) Acquisition(Note 1) Disposal(Note 1) Disposal(Note 1) Disposal(Note 1) Disposal(Note 1) Ending Balance(Note 1) Ending Balance(Note 1)
Shares Amount Shares Amount Shares Amount Carrying
Value
Gain/Loss
on Disposal
Shares Amount
Lotes Co., Ltd.
Lintes
Technology Co.,
Ltd.
Lotes Viet Nam
Company Limited
Lintes Technology
(Thailand) Co., Ltd
Investments
accounted for using
the equity method

"
Lotes Viet Nam
Company Limited
Lintes Technology
(Thailand) Co., Ltd
Note2
Note2
42,200,000
6,400,000

1,295,751
(USD42,200

57,709
(THB64,000

)
32,429,000

)
32,200,000

995,732
(USD32,429)

290,609
(THB258,000)
(USD1,888)

-

-
-
-
-
-
-
-
74,629,000
38,600,000

2,291,483
(USD74,629)

348,318
(THB322,000)
(USD1,888)

Note 1: Conversion into New Taiwan Dollars is based on the exchange rate on the balance sheet date.

Note 2: The subsidiary's issued securities were acquired through cash capital increase.

~262~

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
Zhongshan Dezhi
Real Estate
Development and
Operation Co.,Ltd.
Plant (Note 1)
"
Plant (Note 1)

Land use rights
2017.10 ~
2023.02.28
2019.10 ~
2023.12
2022.03~
2023.12
2023.02.10
1,793,895
348,891
598,866
249,876
1,621,212
342,401
578,057
249,876
Chongqing Chuangyou
Construction Group, etc.

"
VITECCONS
CONSTRUCTION
INVESTMENT JOINT
STOCK COMPANY
Zhongshan Municipal
Natural Resources
Bureau

None
"
"
"
-
-
-
-

-
-
-
-
-
-
-
-
-
-
-
-
Tendering
"
Tendering
Transaction prices
for governmental
construction land
use rights
Construction of
self-use plant
"
Construction of
self-use plant
Business
development
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

  2. capital: None.

  3. The amount of sales to or from related parties is at least $100 million or 20% of the

paid-in capital:

Unit: NT$ 1,000

The company which
purchases (sells)
products

Name of transaction
counterparty
Relationship Transaction status Transaction status Transaction status Transaction status Situation and reason for the
conditions of transaction to be
different from the ordinary
ones
Situation and reason for the
conditions of transaction to be
different from the ordinary
ones

Notes and accounts receivable
(payable)

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.
"
Zongka Technology
(Shenzhen) 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.
Lotes Zhongshan Co.,
Ltd.
"
REKA Technology Co.,
Ltd.
Lotes Hengnan Co.,
Ltd.
Zhongshan Dezhi Metal
Surface Treatment Co.,
Ltd.
Zongka Technology
(Shenzhen) Co., Ltd.
Lintes Technology Co.,
Ltd.
Lotes Zhongshan Co.,
Ltd.
Zongka Technology
(Shenzhen) Co., Ltd.
REKA Technology 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
"
"
"
"
"
"
"
"

"
"
Subsidiary
The surrogate parent
company are the same
parent company
"
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
purchases
"
"
Net sales
"
Net sales
"
Net sales
Net
purchases
Net sales
"
1,316,107
1,386,087
9,413,378
6,196,311
1,015,488
137,972
6,317,936
1,521,821
612,492
146,863
766,171
238,052
333,391
138,369
1,359,338
363,754
132,314
200,420
441,350
707,026
877,230

94.26 %

99.27 %

67.35 %

44.98 %

7.37 %

0.99 %

45.86 %

10.89 %

13.30 %

2.09 %

16.64 %

5.17 %

7.24 %

1.97 %

97.93 %

26.86 %

9.77 %

18.04 %

22.21 %

33.88 %

42.04 %
月結90


"

"

"

"

"

"

"

"

"

"

"

"

"

"
月結90



"

"

"

"
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
No significant
difference
"
"
"
"
"
"
"
"
"
"
"
"
"
"
No significant
difference
"
"
"
"
211,845
(236,004)
3,499,107
(2,235,650)
(162,900)
46,373
(1,602,945)
736,376
(307,353)
50,325
(273,713)
(88,375)
(48,422)
9,266
521,489
104,324
61,828
8,954
(236,064)
285,299
411,039

89.64%

(99.76)%

56.60%

(48.90)%

(3.56)%

0.75%

(35.06)%

11.91%

(30.66)%

1.77%

(27.31)%

(8.82)%

(4.83)%

0.33%

97.00%

19.61%

11.62%

2.36%

(23.56)%

26.96%

38.84%




















~263~

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
relatedparty
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.
Zhongshan
Huixing
Electronics
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.
Zhongshan
Huixing
Electronics
Co., Ltd.
REKA
Technology Co.,
Ltd.
Lotes Zhongshan
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
211,845
3,499,107
273,713
484,934
736,376
159,096
236,004
949,431
2,235,650
673,231
1,602,945
307,353
236,064
145,838
162,900
104,324
285,299
411,039
521,489

5.00

3.49

3.14

-

2.60

1.30

4.78

-

4.18

-

4.37

1.90

1.95

1.55

6.35

4.59

3.45

2.49

2.42

-

-

-
-

-

-

-
-

-
-

-

-

-

-

-

-

-

-

-
210,728
1,655,927
124,363
139,518
286,103
45,796
215,585
-
1,155,908
57,217
982,560
165,056
114,741
17,429
61,891
70,312
148,347
203,652
203,495

-

-

-

-

-

-

-
-

-

-

-

-

-

-

-

-

-

-

-

9. Engagement in derivative transactions: None.

~264~

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

10. Business relationships and material transactions between parent and subsidiaries: Business relationships and significant intercompany transactions in 2023

Unit: NT$ 1,000

Unit: NT$1,000 Unit: NT$1,000 Unit: NT$1,000 Unit: NT$1,000
No. Name Transaction with Relationship Transaction in 2023
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
3
4
4
5
5
5
5
5
6
6
6
6
7
8
The Company
"
"
"
Lotes Guangzhou Co., Ltd.

"
"
"
"
"
"
"
"
"
"
"
Lotes Suzhou Co., Ltd.
"
REKA Technology Co., Ltd.
"
"
"
"
"
"
"
"
"
Lintes Technology (Suzhou) Co., Ltd.
"
Lotes Zhongshan Co., Ltd.
"
"
"
"
Guangzhou Leside Technology Co., Ltd.
"
"
"
Zongka Technology (Shenzhen) Co., Ltd.
Lotes Hengnan Co., Ltd.
Xincheng Development Co., Ltd.
"
REKA Technology Co., Ltd.
"
REKA Technology Co., Ltd.
"
"
"
Lotes Zhongshan Co., Ltd.
"
"
"
"
Lotes Hengnan Co., Ltd.
Zhongshan Dezhi Metal Surface Treatment Co.,
Ltd.
Zongka Technology (Shenzhen) Co., Ltd.
Xincheng Development Co., Ltd.
"
Lotes Hengnan Co., Ltd.
"
"
Lotes Zhongshan Co., Ltd.
"
"
Guangzhou Leside Technology Co., Ltd.
"
Good Hope Investments Limited
Zhongshan Huixing Electronics Co., Ltd.
Lintes Technology Co., Ltd.
"
Lotes Hengnan Co., Ltd.
"
Guangzhou Leside Technology Co., Ltd.
"
Zhongshan Huixing Electronics Co., Ltd.
Shenzhen DeYi Automation Equipment Co., Ltd.
"
Zongka Technology (Shenzhen) Co., Ltd.
"
REKA Technology 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
3
3
3
3
3
3
3
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
Accounts payable
Other receivables
Sales of fixed asset
Purchases for the period
Sales revenue
Purchases for the period
Purchases for the period
Sales revenue
Sales revenue
Accounts receivable
Purchases for the period
Sales revenue
Accounts payable
Purchases for the period
Accounts payable
Accounts receivable
Sales revenue
Accounts receivable
Other payables
Accounts receivable
Sales revenue
Accounts receivable
Purchases for the period
Accounts payable
Sales revenue
Accounts receivable
Accounts receivable
Sales revenue
Accounts receivable
Sales revenue
Accounts receivable
Sales revenue
Sales revenue
1,316,107
211,845
9,413,378
3,499,107
6,196,331
766,171
2,235,650
273,713
307,353
673,231
155,016
612,492
146,863
238,052
333,391
138,369
1,386,087
236,004
1,015,488
137,972
162,900
6,317,936
1,602,945
484,934
1,521,821
736,376
949,431
159,096
1,359,338
521,489
363,754
104,324
441,350
236,064
145,838
877,230
411,039
707,026
285,299
200,420
132,314
Same as general
transactions

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"
5.38%
0.56%
38.45%
9.22%
25.31%
3.13%
5.89%
0.72%
0.81%
1.77%
0.41%
2.50%
0.60%
0.97%
1.36%
0.57%
5.66%
0.62%
4.15%
0.56%
0.43%
25.80%
4.22%
1.28%
6.22%
1.94%
2.50%
0.42%
5.55%
1.37%
1.49%
0.27%
1.80%
0.62%
0.38%
3.58%
1.08%
2.89%
0.75%
0.82%
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

~265~

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

(2) Information on Reinvestment Business:

Information on the Company’s investees in 2023was as follows (excluding investees in China):

Unit: NT$ 1,000

Name of the
company
investing
Name of investee
company
Location Main business Initial investment amount (Note
1)
Initial investment amount (Note
1)
Shares held at the end of the fiscal period Shares held at the end of the fiscal period 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.
"
"
"
Good News
Medical Co.,
Ltd.
Lintes
Technology
Co., Ltd.
Lintes
Technology
Co., Ltd.
"
"
"
Jilong 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.
I-See Vision
Technology Inc.
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.
Lintes Technology
Co., Ltd.
FELICITY NEWS
LIMITED
Genie Precision
Machine Co., Ltd.
Compertum
Microsystems Inc.
Lerain Technology
Co., Ltd.
Jilong Co., Ltd.
LINTES
TECHNOLOGY
(THAILAND) CO.,
LTD.
Rihui Co., Ltd.
Samoa
"
"
Anguilla

Taiwan
America
Germany
Taiwan
"
"
Vietnam

Hong
Kong
Samoa
Hong
Kong
"
"
Taiwan
"
"
"
British
Virgin
Islands
"
Taiwan
"
Samoa
Thailand
Samoa
Holding and investment
"
"
"
General investment
Market development
Market development
Design, test and sale of chips
Manufacturing and trading of
mechanical equipment and
electronic parts
Design, research and
development, and
manufacturing services for
contact lenses
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
Manufacturing of electronic
parts and components, other
electrical and electronic
machinery and equipment
Holding and reinvestment
Manufacturing and sales of
optical molds
Manufacturing of electronic
components
Design, test and sale of chips
Holding and reinvestment
Manufacturing, processing,
and trading of wires, cables,
and electronic components
Holding and reinvestment
799,865
12,321
614,604
15,353
690,000
76,763
3,398
47,321
123,800
94,000
2,291,483
799,865
3,071
3,110
614,614
15,353
69,600
60,866
6,360
616,859
1,013
164,833
20,279
5,471
151,990
348,318
151,990

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

616,919

-

164,833

20,279

5,471

152,015

57,709

152,015
26,050,000
401,281
20,016,426
500,000
72,300,000
2,500,000
100,000
4,732,059
12,380,000
9,400,000
74,629,000
26,050,000
100,000
101,281
20,016,756
500,000
6,960,000
4,331,380
636,000
31,075,140
33,000
14,671,000
1,443,135
547,059
4,950,000
38,600,000
4,950,000
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
15.74%
99.04%
21.01%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
94.37%
31.78%
25.44%
49.61%
100.00%
60.00%
10.59%
1.82%
100.00%
100.00%
100.00%
9,949,958
2,035,859
4,351,613
201,685
1,493,390
88,500
4,744
30,534
83,364
47,666
1,894,288
10,306,155
1,356
1,085,047
4,387,190
201,685
(8,184)
9,656
1,941
1,434,537
1,037
180,123
3,217
3,530
547,774
344,599
547,774

100.00%

100.00%

100.00%

100.00%

100.00%

100.00%

100.00%

15.74%

99.92%

21.01%

100.00%

100.00%

100.00%

100.00%

100.00%

100.00%

94.37%

31.78%

25.44%

50.24%

-
%

60.00%

10.59%

1.82%

100.00%

100.00%

100.00%
1,600,810
194,701
878,688
23,890
190,233
5,925
254
6,476
(22,585)
(183,101)
(147,235)
1,600,810
(19)
194,719
878,688
23,890
(15)
(35,411)
(7,805)
396,730
12
(52,241)
(35,411)
6,475
81,966
(3,216)
81,966
1,699,504
194,701
871,190
23,890
190,458
5,925
254
1,330
(22,916)
(21,474)
(147,235)
1,600,810
(19)
194,719
878,688
23,890
(14)
(11,252)
(1,986)
197,752
12
(31,800)
(3,749)
118
80,006
(3,216)
80,006
Note 2
Note 2
Note 2
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.

~266~

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

(3) Investment in China:

  1. 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
Mainbusiness Paid-in capital
(Note 3)
Investment
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
Shareholding
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
Technolog
y
(Shenzhen)
Co., Ltd.
Lotes Hengnan
Co., Ltd.
Lintes
Technolog
y (Suzhou)
Co., Ltd.
Shenzhen DeYi
Automatio
n
Equipment
Co., Ltd.
Lotes
Zhongshan
Co., Ltd.
Zhongshan
Dezhi
Metal
Surface
Treatment
Co., Ltd.
Hengnan Deyi
Property
Developme
nt Co., Ltd.
Zhongshan
Jinmeida
Metal
Surface
Treatment
Co., Ltd.
Guangzhou
Dezhi
Technolog
y Co., Ltd.
Zhongshan
DeZhi Real
Estate
Developme
nt Co., Ltd.
Guangzhou
Leside
Technolog
y Co., Ltd.
Chongqing
Fuxinrui
Electronic
Technolog
y Co., Ltd.
ZhongShan
HuiXing
Electronics
Co., Ltd.
Ningbo Huili
Electronic
Technolog
y Co., Ltd.
Guangzhou
Jiashimei
Trading
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
Manufacturing of computers,
communication, and
other electronic
equipment


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

Manufacturing of connectors
for the information
technology,
communication
industries, and consumer
electronics
Manufacturing of connectors
for the information
technology,
communication
industries, and consumer
electronics
Engaging in the manufacture
and sale of audio
equipment, Class II
medical devices,
mechanical equipment,
electronic components,
and optical instruments
819,824
613,769
15,353
1,131,511

151,990
108,175
3,028,900
263,947
99,521
44,482
2,164
253,130
20,337

6,923
33,318
4,327
1,013

(2)

(2)

(2)

(3)

(2)

(3)

(3)

(3)

(3)

(3)

(3)

(3)

(3)

(3)

(3)

(3)

(2)
782,978
613,769
15,355
-
151,990
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,013
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

-
782,978
613,769
15,353
-
151,990
-
-
-
-
-
-
-
-
-
-
-
1,013
1,600,810
878,688
23,890
203,962
78,175
18,397
979,691
33,677
1,013
(824)
(41)
(10)
79,413
8,858
(34,126)
(2,291)
12
100.00%
100.00%
100.00%
100.00%
49.61%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
51.00%
30.06%
51.00%
100.00%
100.00%
100.00%
100.00%
100.00%
50.24%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
51.00%
31.65%
51.00%
100.00%
1,699,523B
871,189B
23,890B
184,741B
37,809C
18,397B
979,691B
33,677B
485B
(3,621)B
(41)B
(8,232)B
79,413B
4,517B
(2,795)B
(1,168)B
12B
9,949,927
4,351,473
201,685
1,686,900
307,641
168,785
5,301,921
300,699
98,642
98,978
2,124
244,950
190,634
6,108
227
1,057
1,037
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

~267~

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

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: (1) The investment gain or loss recognized in the current period has been reconciled with the unrealized gain or loss from intercompany transactions.

  • (2) Basis of recognition of investment income and loss is divided into the following four categories, which should be noted:

    • A. Financial statements audited by an international accounting firm with a cooperative relationship with the CPA firms in Taiwan

    • B. Financial statements audited by the parent company’s certified accountant in Taiwan

    • C. Financial statements audited by the subsidiary's certified accountant in Taiwan

    • D. Other

  • 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:

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. $1,412,100 thousand $1,559,749 thousand $16,663,835 thousand
Lintes
Technology Co.,
Ltd.

$151,990 thousand
$151,990 thousand $1,735,039 thousand
GOOD NEWS
MEDICAL CO.,
LTD.

$1,013 thousand
Note 2 $4,579 thousand

Note 1: The conversions to NTD were made at the exchange rates prevailing on the balance sheet date.

Note 2: As the relevant statutory filing procedures have not yet been completed, the approved investment amount is not yet available.

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 2023, which have been eliminated in the preparation of the consolidated financial statements.

~268~

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

(4) Information on Major Shareholders:

mation on Major Shareholders:
Shares
**Name of Major Shareholder **
Shares held Shareholding
%
Chin-Ling Investment Co., Ltd.

10,956,237

9.82%
Jiaming Investment Co., Ltd.

9,797,037

8.78%

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

(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.

~269~

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

(3) Product and labor provision information

The Consolidated Company’s revenue information from external customers is as

follows:

Product and labor 2023
$ 7,139,280
6,495,604
3,273,846
3,224,559
2,298,452
1,325,145
726,577
2022

7,211,569

8,145,108

3,565,682

3,487,379

2,961,513

931,868

796,015

27,099,134
DT
Server
NB
Strategic Projects
LINTES(High Speed Cable)
Automotive
Other
Total

$
24,483,463

(4) Geographical information

The geographical information of the consolidated company is as follows, categorized based on the geographic location of the customers.

Area
Revenue from external customers:
Taiwan
Mainland China
Other
Total
Area
Non-current assets
Taiwan
Mainland China
Other
2023
$ 2,902,628
17,890,444
3,690,391
2022

4,182,196

19,633,031

3,283,907

27,099,134
Dec. 31, 2022

1,464,157

8,365,737

1,079,935

10,909,829

$
24,483,463

Dec. 31, 2023
$ 1,295,998
7,945,559
2,035,392
$
11,276,949

~270~

VII. Review Analysis of Financial Position and Operating Performance and Risk Issues

1. Financial position

Unit: NT$ thousand

Year
Item

2021
2023 Difference Difference
Amount %
Current assets 22,090,479
26,074,754

3,984,275

18.04%
Property, plant and equipment 8,871,880
9,129,914

258,034

2.91%
Intangible assets 182,069
150,113

-31,956

-17.55% )
Other assets 775,192
373,212

-401,980

-51.86% )
Total assets 33,295,640
37,952,399

4,656,759

13.99%
Current liabilities 8,097,597
6,854,344

-1,243,253

-15.35%
Non-current liabilities 770,470
1,717,053

946,583

122.86%
Total liabilities 8,787,027
8,571,397

-215,630

-2.45%
Share capital 1,068,762
1,114,721

45,959

4.30%
Capital reserves 6,307,022
8,896,393

2,589,371

41.06%
Retained earnings 15,761,019
18,552,928

2,791,909

17.71%
Other equity -339,030
-790,983

-451,953

133.31%
Equityto theparent company 22,807,309
27,773,059

4,965,750

21.77%
Non-control equity 1,701,304
1,607,934

-93,370

-5.49%
Total of equity 24,508,613
29,381,002

4,872,389

19.88%
Main causes and effects of changes of more than 20% and amounting to NT$10 million:
1.Other assets: Other assets decreased, primarily due to a reduction in prepaid equipment and engineering
payments.
2.Non-current liabilities: Mainly due to the issuance of the Company’s second convertible bonds in 2023.
3.Capital surplus: Primarily due to the premium on shares issued from the cash capital increase in 2023.
4.Other equity: Changes in foreign operating institutions' cumulative translation adjustments due to exchange
rate fluctuations.

~271~

2. Operating performance

  • (1) Comparative analysis table of operating performance

Unit: NT$ thousand

Year
Item

2022
2023 Difference Difference
Amount %
Net operating revenue 27,099,134
24,483,463

-2,615,671

-9.65%
Operating cost 15,161,454
13,002,401

-2,159,053

-14.24%
Gross profit 11,937,680
11,481,062

-456,618

-3.83%
Operating expense 4,668,794
4,535,113

-133,681

-2.86%
Operating profit 7,268,886
6,945,949

-322,937

-4.44%
Non-operating income/expenses 919,681
574,544

-345,137

-37.53%
Net income before tax for
continuingoperations
8,188,567
7,520,493

-668,074

-8.16%
Income tax (expense) benefit -1,782,155
-1,793,447

-11,292

0.63%
Net profit for the period 6,406,412
5,727,046

-679,366

-10.60%
Other comprehensive income 345,772
-316,952

-662,724

-191.67%
Total comprehensive income 6,752,184
5,410,094

-1,342,090

-19.88%
Net income attributed to
owners of theparent company
6,254,263
5,593,032

-661,231

-10.57%
Net income attributed to
non-controllinginterest
153,149
134,014

-19,135

-12.49%
EPS 58.7
50.65

-8

-13.71%
Main causes and effects of changes of more than 20% and amounting to NT$10 million:
1.Non-operating income and expenses: Primarily due to a significant decrease in exchange gains in
2023, leading to a notable increase in non-operating income and expenses.
2.Other comprehensive income for the period: The total comprehensive income for the period
increased, mainly due to changes in foreign operating institutions' cumulative translation adjustments
in 2023.

Main causes and effects of changes of more than 20% and amounting to NT$10 million:

  • 1.Non-operating income and expenses: Primarily due to a significant decrease in exchange gains in 2023, leading to a notable increase in non-operating income and expenses.

2.Other comprehensive income for the period: The total comprehensive income for the period increased, mainly due to changes in foreign operating institutions' cumulative translation adjustments in 2023.

3. Cash flow

(1) Analysis of changes in cash flows for the most recent years

Year Increase (decrease)
2022 2023
Item
proportion %
Cash Flow Ratios
95.50
133.24

39.52%
Cash flow fair value ratios
95.45
115.68

21.19%
Cash reinvestment ratio
20.62
17.01

-17.51%
  • (1) Cash Flow Ratio (%): The cash flow ratio increased in 2023, primarily due to the increase in cash flow from operating activities being greater than the increase in current liabilities.

  • (2) Cash Flow Adequacy Ratio (%): The cash flow adequacy ratio increased in 2023, mainly due to the increase in cash flow from operating activities over the past five years.

  • (3) Cash Reinvestment Ratio (%): The cash reinvestment ratio decreased in 2023, primarily due

~272~

to a higher proportion of cash flow from operating activities in 2023 being invested in capital expenditures such as property and plant compared to 2022.

(2) Liquidity improvement plan:

The Company’s cash flow from operating activities in 2023 was a net inflow and higher than in 2022, hence there was no liquidity shortage affecting 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.
  • The impact of major capital expenditures in the most recent year on financial operations: None.

  • 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
2023/12/31
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
799,865 Investment 1,699,504 Deepening and
Expanding
Markets by
investing
- -
JIA WANG
Investment INC.
12,321 Investment 194,701 Deepening and
Expanding
Markets by
investing
- -
Guan Si
Development
INC.
614,604 Investment 871,190 Deepening and
Expanding
Markets by
investing
- -
JA XI Investment
INC.
15,353 Investment 23,890 Deepening and
Expanding
Markets by
investing
- -
JIA YU
Investment INC.
690,000 Investment 190,485 Deepening and
Expanding
Markets by
investing
- -
LOTES USA ,Inc 76,763 Business
Maintenance
and
Development
5,925 Maintain
customer
relationships
- -
LOTES EU
Gmbh
3,398 Business
Maintenance
and
Development
254 Maintain
customer
relationships
- -

~273~

Lerain
Technology Co.,
Ltd.
47,321 IC design,
testing and
sales
1,330 Still in its early
stage of
establishment, the
operational
benefits are not
yet visible
- -
Lomites Co., Ltd 123,800 Manufacture
and sale of
machinery and
electronic
components
(22,916) The Company is
still in the product
development
stage, and
operational
efficiency has yet
to be realized.
- -
LOTES Viet Nam
Co,Ltd
2,291,483 Connector
manufacturing
for the
information
industry,
communicatio
ns industry
and consumer
electronics
industry
(147,235) Still in its early
stage of
establishment, the
operational
benefits are not
yet visible
- -
I-SEE VISION
TECHNOLOGY
INC.
94,000 Providing
research,
development,
manufacturing
, and sales
services for
contactlenses.
(21,474) After undergoing
capital reduction
and restructuring,
the Company is in
the restart phase.
Actively
developing
marketable
products.
-
  1. Analyze and assess the following risks for the most recent year and up to the date of publication of the annual report:

  2. (1) Effect of interest rates, exchange rate changes, inflation on the Company's profit or loss and future response measures:

  3. 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

Item 2022 2022 2023 2023
Amount % Amount %
Operatingrevenue 27.099,134
100.00%

24,483,463

100.00%
Operating profit 7,268,886
26.82%

6,945,949

28.37%
Interest (8,308)
(0.03%)

254,414

1.04%

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

~274~

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 2023, the Company had loaned $0 thousand to others.

The Company recorded $153,525 thousand of guarantees for others at the end of 2023 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.

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 2024, 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

~275~

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

~276~

VIII. Special Notes

1. Related information of affiliates

(1) Affiliates' organizational chart

Lotes Co., Ltd. 2023.12.31

==> picture [717 x 426] intentionally omitted <==

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

LOTES INVESTMENTS LIMITED Guan Si Jiayu Investment Co., Ltd. LOTES USA, INC. Good Hope Zha Xi
Development Investments Investments
Co, Ltd. Limited Ltd.
Ememe Robot Co., Lintes Technology Co., Ltd.
LOTESON INTERNATIONAL INVENTMENTS Ltd. Lai Da LOTES EU GmbH
LTD. Jae You Co., Ltd. Technology
Xin Cheng Ltd.
Jia Yin Medical Co., Ltd. Jilong Co., Ltd. Genie Precision
Wangden
Equipment Co., Ltd. Machining Co., Ltd. Lomites Co., Ltd. Investments
Co., Ltd.
Lotes Guangzhou Co., Ltd. Lotes Suzhou
Co., Ltd. Sunmax
Technology Co., Lintes Technology
Lotes Hengnan Co., Ltd. FELICITY NEWS LIMITED Ltd (Thailand) Co., Ltd LOTES VIET NAM COMPANY Rui Jia Trading Co. Tsongkha
LIMITED
Technology
Lintes Technology
(Shen Zhen)
Lotes Zhongshan Co., (Suzhou) Co., Ltd. Co., Ltd.
Ltd.
Shenzhen Deyi Automation
Technology Co., Ltd. Jiasimei
(Guangzhou)
Trading Co., Ltd.
Zhongshan DeZhi Real
Hengnan De Yi Property Estate Development and
Development Co., Ltd. Management Co., Ltd.
Guangzhou LeRain Chongqing Fuxinrui Electronic
Technology Co., Ltd. Technology Co., Ltd.
Zhongshan Dezhi Metal
Surface Treatment Co.,
Ltd.
Zhongshan Jinmeida
Metal Surface Treatment
Co., Ltd.
Guangzhou Chief Tech
Electronic Technology
Co., Ltd.
Zhongshan Huixing Huili Electronic Technology
Electronics Co., Ltd. (Ningbo) Co., Ltd.
----- End of picture text -----

277

(2) Basic information of each affiliates:

Unit: NT$thousands

Unit: NT$thousands
Name of Company Incorporating
date
Address Paid-in Capital Major operations or production
items
LOTES INVESTMENTS
LIMITED
2003/9/5 Offshore Chambers, P.O. Box217, Apia, Samoa 811,197 Engaged in holding and
reinvestment activities
Good Hope Investments
Limited
2003/3/21 Offshore Chambers, P.O. Box217, Apia, Samoa 12,496 Engaged in holding and
reinvestment activities
Guan Si Development Co, Ltd. 2003/11/18 Offshore Chambers, P.O. Box217, Apia, Samoa 62,311 Engaged in holding and
reinvestment activities
Zha Xi Investments Ltd. 2005/12/22 P.O.BOX850, Offshore Incorporation Centre,
The Valley,Anguilla,British West Indies
15,579 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
97204 U.S.A
77,850 Market development
LOTES EU,GmbH 2018/2/27 Hessenring119-121,61348 Bad Homburg 3,381 Market development
Lerain Technology Co., Ltd. 2020/1/2 13F-1, No.716, Zhongzheng Rd., Zhonghe Dist.,
New Taipei City
300,679 Chip design, testing and sales
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
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
1,801,449 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's Road East,Wanchai,H.K
811,197 Engaged in holding and
reinvestment activities
Xin Cheng Ltd. 2003/10/16 Offshore Chambers, P.O. Box217, Apia, Samoa 3,114 Selling of connectors for the
information industry,
communications industry and
consumer electronics industry
Rui Jia Trading Co. 2007/11/13 Unit 1405-1406, Dominion Centre, 43-59
Queen's Road East, Wanchai, H.K
3,154 Selling of connectors for the
information industry,
communications industry and
consumer electronics industry
Jae You Co., Ltd. 2007/10/29 Unit 1405-1406, Dominion Centre, 43-59
Queen's Road East,Wanchai,H.K
623,322 Engaged in holding and
reinvestment activities
Wangden Investments Co.,
Ltd.(HK)
2007/10/12 Unit 1405-1406, Dominion Centre, 43-59
Queen's Road East,Wanchai,H.K
15,570 Engaged in holding and
reinvestment activities
Ememe Robot Co., Ltd. 2010/6/22 13F.-1, No. 716, Zhongzheng Rd., Zhonghe
Dist., New Taipei City
69,600 Engaged in the manufacturing of
electrical and audio-visual
electronicproducts
Compertum Microsystems Inc. 2019/11/5 13F.-1, No. 716, Zhongzheng Rd., Zhonghe
Dist.,New Taipei City
136,310 Engaged in the manufacturing of
electronic components
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
Lintes Technology Co., Ltd. 2011/8/22 2F.-1, No. 268, Liancheng Rd., Zhonghe Dist.,
New Taipei City
626,411 Engaged in the manufacturing of
electronic components, other
electrical and electronic
mechanical equipment
Genie Precision Machining
Co.,Ltd.
1986/10/3 No.4 Alley 704, Heping Rd., Bade Dist.,
Taoyuan City,Taiwan R.O.C.
244,500 Engagement in optical mold
manufacturingand trading
Jilong Co., Ltd. 2011/6/16 Offshore Chambers,P.O.Box 217 ,Apia ,Samoa 154,143 Engaged in holding and
reinvestment activities
Sunmax Technology Co., Ltd. 2011/11/8 Offshore Chambers,P.O.Box 217 ,Apia ,Samoa 154,143 Engaged in holding and
reinvestment activities
LINTES
Technology(Thailand)
2033/08/16 Thong Grow Industrial. No. 222/8, Moo2,
Khlong Tamru Sub-district, Mueang Chonburi
District,Chonburi Province 20000
256,708 Processing, manufacturing, and
trading of wires, cables, and
electronic components.
Lotes Hengnan Co., Ltd. 2010/5/17 Yunji Avenue, New County Industrial Park,
Henan County, Hengyang City, Hunan Province
1,119,743 Manufacturing and selling of
connectors for the information
industry, communications
industryand consumer electronics

278

Name of Company Incorporating
date
Address Paid-in Capital Major operations or production
items
industry
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,Shenzhen City
107,050 Production of industrial robots,
automation equipment and their
components.
Lotes Zhongshan Co., Ltd. 2016/05/12 No.12, Jinhui Road, Triangle Town, Zhongshan
City
2,569,200 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
control technologyR&D
Lotes Suzhou Co., Ltd. 2003/7/10 No.26, Caohu Avenue, Xiangcheng Economic
Development Zone, Suzhou, Jiangsu Province
622,464 Manufacturing of connectors for
the information industry,
communications industry and
consumer electronics industry
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, Shenzhen City
15,570 Engaged in R&D of electronic
products, plastic raw materials
and their products, import and
export business
Lintes Technology (Suzhou)
Co., Ltd.
2012/3/14 No.26, Caohu Avenue, Xiangcheng Economic
Development Zone, Suzhou
154,143 Development and production of
optical communication measuring
instruments and optical
transceivers with speeds of
10GB/S and above and technical
services for the aboveproducts
Guangzhou Leside Technology
Co.,Ltd.
2015/2/27 Room 603, No.5, Shuang Shan Avenue, Nansha
District,Guangzhou
20,125 Research and experimental
development
Chongqing Fuxinrui
Techmology Co., Ltd.
2018/12/27 No. 6, Yingchun Road, Nanan District,
Chongqing City
13.433 Development and sale of
electronic components,
automotive parts and components,
calculators and components, mold
development and import and
export ofgoods and technologies
Hengnan Deyi Property
Development Co., Ltd.
2018/5/18 No. 120, Yunji Avenue, Yunji Town, Henan
County, Hengyang City, Hunan Province
98,486 Property development, home
rental, landscaping and interior
decoration
Zhongshan Dezhi Artificial
Co.,Ltd.
2016/3/24 1F., No.8, Ruifeng Road, Triangle Town,
Zhongshan
261,202 Surface treatment for all kinds of
hardware andplasticproducts
Zhongshan Jinmeida Metal
Surface Treatment Co.
2002/7/11 1, No. 2, Ruifeng Road, Zhongshan City,
GuangdongProvince
44,019 Surface treatment for all kinds of
hardware andplasticproducts
Zhongshan Dezhi Real Estate
Development and Operation
Co.,Ltd.
2021/09/16 No. 12, Jinhui Road, Sanjiao Town, Zhongshan
City
250.497 Real estate development, house
rental, landscape design, etc.

(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

Unit: shares Unit: shares
Nature Name of Company Title Name or representative 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

279

Nature Name of Company Title Name or representative Shareholding Shareholding
Shares Shareholding %
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
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

280

Nature Name of Company Title Name or representative Shareholding Shareholding
Shares Shareholding %
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 49.61
Director Jiayu Investment Co., Ltd.
Legal Representative: Ho,
Te-Yu
31,075,140 49.61
Director Jiayu Investment Co., Ltd.
Legal Representative: Lo,
Wei-Ren
31,075,140 49.61
Director Lai, Wei-Ru 0 0
Director Ye, Jing-Zhong 0 0
Director Ling, Ge 0 0
Director Yang, Zhi-Qing 0 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

281

Nature Name of Company Title Name or representative Shareholding Shareholding
Shares Shareholding %
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,
Li-Ming
1,600,000 51
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

282

Nature Name of Company Title Name or representative Shareholding Shareholding
Shares Shareholding %
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 0 0 -
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
Director Lu, Xiao-Di 4,600,000 15.30
Director Yao, De-Zhang 1,682,128 0
Director Gao, Shu-Rong 0 0
Director Zhu, Wen-Yi 0 0
Director Ye, Jia-Xin 0 0
Karlum Investment
Co., Ltd.
Director Lintes Technology Co.,
Ltd. Legal Representative:
Chu, Te-Hsiang
0 0
Director Lintes Technology Co.,
Ltd. Legal Representative:
Lo, Wei-Ren
0 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 0
Supervisor Ho, Te-Yu 0 0
FELICITY NEWS
LIMITED
Director Xu, Feng-Yu 0 0
Jiasimei
(Guangzhou)
Trading Co.,Ltd.
Director Lin, Ke-Lun 0 0

283

Nature Name of Company Title Name or representative Shareholding Shareholding
Shares Shareholding %
Lomites Co., Ltd. Chairperson Lotes Co., Ltd. Legal
Representative: Chu,
Te-Hsiang
12,380,000 99.04
Director Lotes Co., Ltd. Legal
Representative: Ho, Te-Yu
12,380,000 99.04
Director Lotes Co., Ltd. Legal
Representative: Chen,
Ya-Yuan
12,380,000 99.04
Supervisor Lotes Co., Ltd. Legal
Representative: Hsu,
Feng-Yu
12,380,000 99.04
LOTES VIET NAM
COMPANY
LIMITED
Chairperson Lotes Co., Ltd. Legal
Representative: Kung,
Yung-Sheng
74,629,000 100

(5) Operating overview of affiliates

Unit: NT$ thousands

No. Operating Operating After tax
Name of Company Capital Total Assets Liabilities Net Worth Revenue (Loss) Gain (Loss) Gain EPS
1 Lotes Guangzhou Co.,
Ltd.
819,824
12,157,173

2,207,246

9,949,927

7,362,174

1,004,713

1,600,810

59.96
2 Lotes Suzhou Co.,Ltd. 613,769 4,608,958
257,485

4,351,473

1,794,571

467,790

878,688

43.96
3 Good Hope
Investments Limited
12,321
2,035,859
0
2,035,859
0
0

194,701

485.20
4 LOTES
INVESTMENTS
LIMITED
799,865
9,949,958

0

9,949,958

0

0

1,600,810

61.45
5 Xin ChengLtd. 3,071
237,923

236,567

1,356

1,396,322

(55)
(19) (0.19)
6 Guan Si Development
Co,Ltd.
614,604
4,351,613

0

4,351,613

0

0

878,688

43.90
7 Zha Xi Investments
Ltd.
15,353
201,685

0

201,685

0

0

23,890

47.78
8 Tsongkha Technology
(Shen Zhen)Co.,Ltd.
15,353
587,668

385,983

201,685

1,110,866

27,595

23,890

47.78
9 LOTES
INVESTMENT Ltd.
799,865
10,306,155

0

10,306,155

0

0

1,600,810

61.45
10 Wangden Investments
Co.,Ltd.
15,353
201,685

0

201,685

0

0

23,890

47.78
11 Jae You Co.,Ltd. 614,614
4,387,190

0

4,387,190

0

0

878,688

43.90
12 Rui Jia TradingCo. 3,110
6,683,900

5,598,854

1,085,047

13,975,857

180,042

194,719

1,922.56
13 Jiayu Investment Co.,
Ltd.
723,000
1,493,772

383

1,493,390

189,538

189,349

190,233

2.63
14 Ememe Robot Co.,
Ltd.
73,750
2,105

10,777

(8,672)
0
(23)
(15) (0.00)
No. Name of Company Capital Total Assets Liabilities Net Worth Operating
Revenue
Operating
(Loss) Gain
After tax
(Loss) Gain
EPS
15 Lotes Hengnan Co.,
Ltd.
1,131,511
2,008,453

321,553

1,686,900

1,938,211

210,295

203,962

0.78
16 Lintes Technology Co.,
Ltd.
626,411
3,739,645

847,913

2,891,732

2,237,348

450,369

396,730

6.38
17 JilongCo.,Ltd. 151,990
547,774

0

547,774

0

0

81,966

16.56
18 Sunmax Technology
Co.,Ltd.
151,990
580,518

32,744

547,774

0

3,792

81,966

16.56
19 Lintes Technology
(Suzhou)Co.,Ltd.
151,990
914,137

333,619

580,518

1,388,052

89,670

78,175

15.79

284

20 LOTES USA,INC. 76,763
93,515

5,015

88,500

0

(50,932)
5,925
2.37
21 Shenzhen Deyi
Automation
TechnologyCo.,Ltd.
108,175
727,804

559,019
168,785
1,182,764

26,631

18,397

0.74
22 Lotes Zhongshan Co.,
Ltd.
3,028,900
7,902,936

2,601,014

5,301,921

7,772,507

1,166,195

979,691

1.40
23 LOTES EU GmbH 3,398
6,011

1,267

4,744

0

(9,990)
254
2.54
24 Guangzhou LeRain
TechnologyCo.,Ltd.
20,337
1,202,252

1,011,618

190,634

2,086,602

99,569
79,413
16.90
25 Chongqing Fuxinrui
Electronic Technology
Co., Ltd.
6,923
40,413

28,436

11,977

51,916

9,028

8,858

5.54
26 Hengnan De Yi
Property Development
Co., Ltd.
99,521
98,685

43

98,642

0

(207)
1,013
0.04
27 Lai Da Technology
Co.,Ltd.
136,310
45,700

15,310

30,389
0
(47,925)
(35,411) (2.60)
28 Zhongshan Dezhi
Metal Surface
Treatment Co., Ltd.
263,947
344,103

43,404

300,699
411,520
42,209
33,677
0.55
29 Genie Precision
Machining Co., Ltd.
244,500
388,760

92,606

296,154

184,893

(66,903)
(52,241) (2.14)
30 Jia Yin Medical
Equipment Co., Ltd.
25,000
8,415

784

7,632

100

(8,012)
(7,805) (3.12)
31 Lomites Co., Ltd. 125,000
94,839
10,847
83,992

0

(23,282)
(22,585) (1.81)
32 LOTES VIET NAM
COMPANY
2,291,483
2,085,476

191,188

1,894,288

52,181

(148,111)
(147,235) (1.97)
33 Zhongshan Jinmeida
Metal Surface
Treatment Co.
44,482
99,831

854

98,978

0

(841)
(824) (0.08)
34 Zhongshan DeZhi Real
Estate Development
and Management Co.,
Ltd.
253,130
244,971

20

244,950

0

(31)
(10) (0.00)
No. Name of Company Capital Total Assets Liabilities Net Worth Operating
Revenue
Operating
(Loss) Gain
After tax
(Loss) Gain
EPS
35 Lintes Technology
(Thailand)Co.,Ltd.
348,318
355,851

11,252

344,599

0

(4,833)
(3,216) (0.08)
36 Guangzhou Chief Tech
Electronic Technology
Co.,Ltd.
2,164
2,124

0

2,124

0

(42)
(41) (0.08)
37 FELICITY CO.,LTD. 1,013
1,037

0

1,037

0

0

12

0.36
38 Jiasimei (Guangzhou)
TradingCo.,Ltd.
1,013
1,037

1

1,037

0

(2)
12
0.36
39 Zhongshan Huixing
Electronics Co.,Ltd.
33,318
445,170

444,416

754

684,877

(35,530)
(34,126) (4.43)
40 Huili Electronic
Technology (Ningbo)
Co.,Ltd.
4,327
2,305

233

2,072

0

(2,298)
(2,291) (2.29)

285

(6) Consolidated financial statements of affiliates:

Declaration

For the fiscal year 2023 (January 1, 2023 through December 31, 2023), 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 12, 2024

(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 items of description which needs to be supplemented: None.

  1. 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

286

Lotes Co., Ltd.

Chairperson: Chu, Te-Hsiang

President: Ho, Te-Yu