Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

LOTES Audit Report / Information 2023

Nov 14, 2023

52339_rns_2023-11-14_d685303a-2b57-4755-aec4-702e5e05e694.pdf

Audit Report / Information

Open in viewer

Opens in your device viewer

Stock Code: 3533

Lotes Co., Ltd. and Subsidiaries

Consolidated Financial Statements and Accountant’s Audit Report

2023 & 2022

Notice to Readers

For the convenience of readers, the Consolidated Financial Statements and Accountant’s Audit Report have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail.

Address: No. 15, Wuxun St., Anle Dist., Keelung City 204 Telephone: (02) 2433 1110

~ 1~

Table of Contents

Item
I.
Cover Page
II.
Table of Content
III.
Declaration
IV.
Independent Auditor’ s Report
V.
Consolidated Balance Sheet
VI.
Consolidated Statement of Comprehensive Income
VII.
Consolidated Statement of Changes in Equity
VIII. Consolidated Statement of Cash Flows
IX.
Notes to the Consolidated Financial Statements
(I)
Company History
(II)
Date and Procedures of Approval of Financial Statement
(III) Application of New and Revised Standards and Interpretations
(IV) Summary of Major Accounting Policies
(V)
Primary Sources of Major Accounting Judgment, Estimate and
Assumption Uncertainties
(VI) Descriptions for Important Accounting Items
(VII) Related Party Transactions
(VIII) Pledged Assets
(IX) Significant Contingent Liabilities and Unrecognized Contractual
Commitments
(X)
Significant Disaster Loss
(XI) Significant Post-Period Events
(XII) Others
(XIII) Disclosing Information
(1)
Major Transaction Details
(2)
Information on Reinvestment Business
(3)
Investment in China
(4)
Information on Major Shareholders
(XIV) Segmental Information
Page

1
2
3
4
9
10
11
12
14
14
14~16
16~37
37~38
38~82
82~83
84
84
84
84~85
85
86~90
91
92~93
94
94~95

~ 2~

Declaration

For the year 2023 (from January 1, 2023 to December 31, 2023), the companies that should be included in 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 as those that should be included in the consolidated financial statements of parent and subsidiary companies in accordance with IFRS 10 approved by the Financial Supervisory Commission, and the information required to be disclosed in the consolidated financial statements of affiliated enterprises has been disclosed in the previous consolidated financial statements of parent and subsidiary companies, therefore, no further consolidated financial statements of affiliated enterprises will be prepared.

Company: Lotes Co., Ltd.

Chairperson: CHU, TE-HSIANG

Date: March 12, 2024

~ 3~

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.

~ 4~

Description of the key audit matters:

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

Corresponding audit procedures:

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.

~ 5~

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 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

~ 6~

opinions. Due to fraud might be involving with collusion, counterfeiting, malicious omission untrue declaration, or going out of the internal control, the risk of not detecting the major untrue expression due to fraud will be higher than that due to error.

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

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

  3. Based on the audit evidence obtained, conclusion towards the appropriateness of continuous operation accounting basis that the management level adopts and the existence of major uncertainty on events or situations with major concerns affecting Lotes 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.

  4. 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.

  5. 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 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.

~ 7~

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 ]

~ 8~

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

~ 9~

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)

Chairperson: CHU, TE-HSIANG Manager: HO, TE-YU

Accounting Manager: LIU, HSIN-HSIA

~ 10~

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

Accounting Manager: LIU, HSIN-HSIA

Chairperson: CHU, TE-HSIANG

~ 11~

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

~ 12~

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) Chairperson: CHU, TE-HSIANG Manager: HO, TE-YU

Accounting Manager: LIU, HSIN-HSIA

~ 13~

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,

~ 14~

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.

  1. 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.

~ 15~

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

  • 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).

~ 16~

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%

~ 17~

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.

~ 18~

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.

  1. 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.

~ 19~

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

~ 20~

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.

~ 21~

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.

~ 22~

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.

~ 23~

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.

~ 24~

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.

~ 25~

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.

  1. Financial liabilities and equity instruments

  2. (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.

~ 26~

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.

~ 27~

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.

~ 28~

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

  • 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.

  1. 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.

~ 29~

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.

  1. 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 original measurement;

~ 30~

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

  • (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 principal part of the underlying asset’s economic life.

~ 31~

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.

~ 32~

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.

~ 33~

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.

  1. 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.

~ 34~

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.

  1. 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 is not recognized for the following temporary differences:

~ 35~

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

  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;

  3. (1) Same subject of tax payment; or

  4. (2) Different subjects of tax payment, but all subjects intend to liquidate the current tax liabilities and assets based on net amount or at the same time realize assets and liquidate liabilities in each of the future periods when deferred income tax assets of major amounts are expected to be recovered and deferred tax liabilities expected to be liquidated.

  5. (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.

~ 36~

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.

~ 37~

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
riptions for Important Accounting Items
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

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.

~ 38~

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.

  1. 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) stockAICP
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



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

$
10,117,180

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.

~ 39~

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:

Cost of goods sold
Inventory valuation and disposal loss
Total
2023
$ 12,901,388
101,013
2022

15,063,852

97,602

$
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

-

~ 40~

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

  • 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)

~ 41~

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%.

~ 42~

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)
$
-
  1. 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.

~ 43~

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

On April 15, 2022, Lerain Technology Co., Ltd. issued 1,215 thousand new shares in a capital increase, raising a total of NT$85,050 thousand. Because the consolidated company did not subscribe, its stake in Lerain Technology Co., Ltd. decreased by 0.70%.

On February 25, 2022, Lintes Technology Co., Ltd. issued 3,500 thousand new shares in a capital increase, raising a total of NT$332,500 thousand. The consolidated company subscribed to 1,368 thousand shares, with a subscription amount of NT$129,993 thousand. As a result, the consolidated company's stake in Lintes Technology Co., Ltd. decreased by 0.76% because it did not subscribe in proportion to its shareholding.

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.

~ 44~

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

~ 45~

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

~ 46~

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

~ 47~

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

~ 48~

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:

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
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
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
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

~ 49~

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

December 31, 2022
Fair value:
December 31, 2023
December 31, 2022
$
42,346
19,878
35,593
97,817
$
42,346
19,878
35,593
97,817





$
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

~ 50~

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
$
1,580,000
$
3,403,056
Amount
$ 76,775
1,830,000
$
1,906,775
$
3,634,405
Currency
NTD


Interest rate range
Maturity
2024



1.80%~1.90%
Dec. 31, 2022
Currency
USD

NTD

Interest rate range
5.55%
1.55%~1.80%
Maturity
2023
2023


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.

~ 51~

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.

  2. (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.

~ 52~

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

  • B. If the closing price of the Company's common stock on the Taiwan Stock Exchange exceeds the conversion price of the bonds by 30% or more for 30 consecutive business days from the day after the third month of the issuance of the bonds to the 40th day prior to the expiration of the issuance period.

  • (2) Conversion details

In 2022, 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.

~ 53~

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.

~ 54~

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

(15) Lease liabilities

The book values of the lease liabilities of the Consolidated Company are The book values of the lease liabilities of the Consolidated Company are 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:
2023 2022
Interest expense for lease liabilities $
34,122
22,673
Changes in lease payments not included in the $
12,421
13,394
measurement of lease liabilities
Income from the sublease of right-of-use assets $
30,898
28,417
Expenses for short-term leases $
7,045
6,753
Cost of low-value leased assets (excluding low-value $
328
354
leases under short-term leases)
The amounts recognized in the Statement of Cash Flows are as follows:
2023 2022
Total cash outflow from leases $
303,803
280,625

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

Refund liabilities - current
Dec. 31, 2023
$
420,182
Dec. 31, 2022
384,044

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

~ 55~

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.

~ 56~

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

~ 57~

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:

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.

~ 58~

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.

~ 59~

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
The relationship adjustment between the Consolidated Company’s income tax
expense (benefit) and pre-tax net income for 2023 and 2022 is as follows:
2023
2022
Net profit before tax
$ 7,520,492
8,188,567
Income tax based on domestic tax rate
2,560,937
2,853,679
Adjustments based on local tax laws
(921,533)
(1,041,473)
Unrecognized deferred tax assets from current taxable
losses
-
27,041
Recognition of previously unrecognized tax losses
(15,574)
-
Adjustments to current income taxes for prior periods
(4,867)
(129,165)
Additional tax levied on unappropriated retained
earnings
174,484
70,405
Total
$
1,793,447
1,780,487
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
The relationship adjustment between the Consolidated Company’s income tax
expense (benefit) and pre-tax net income for 2023 and 2022 is as follows:
2023
2022
Net profit before tax
$ 7,520,492
8,188,567
Income tax based on domestic tax rate
2,560,937
2,853,679
Adjustments based on local tax laws
(921,533)
(1,041,473)
Unrecognized deferred tax assets from current taxable
losses
-
27,041
Recognition of previously unrecognized tax losses
(15,574)
-
Adjustments to current income taxes for prior periods
(4,867)
(129,165)
Additional tax levied on unappropriated retained
earnings
174,484
70,405
Total
$
1,793,447
1,780,487
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
The relationship adjustment between the Consolidated Company’s income tax
expense (benefit) and pre-tax net income for 2023 and 2022 is as follows:
2023
2022
Net profit before tax
$ 7,520,492
8,188,567
Income tax based on domestic tax rate
2,560,937
2,853,679
Adjustments based on local tax laws
(921,533)
(1,041,473)
Unrecognized deferred tax assets from current taxable
losses
-
27,041
Recognition of previously unrecognized tax losses
(15,574)
-
Adjustments to current income taxes for prior periods
(4,867)
(129,165)
Additional tax levied on unappropriated retained
earnings
174,484
70,405
Total
$
1,793,447
1,780,487

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

~ 60~

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.:

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

~ 61~

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.:

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

~ 62~

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.

~ 63~

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

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 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.

~ 64~

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)”

~ 65~

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
TheCompany
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

~ 66~

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

~ 67~

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

nce 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

  • Interest income

The breakdown of interest income of the Consolidated Company is as follows:

Interest on bank deposits 2023
$
325,532
2022
46,801
  1. Other income

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

2023 2022
Dividend income $ 4,003 5,535
Income from molding 150,533 170,481
Income from compensation 1,451 5,189
Income from rentals 34,175 35,076
Income from subsidies 68,668 59,899
Others 153,457 91,522
$ 412,287 367,702
3. Other gains and losses
The details of other gains and losses of the Consolidated Company are as follows:
2023 2022
Foreign exchange gain $ 20,150 613,970
Net profit (loss) from financial assets (liabilities)
measured at FVTPL:
Derivatives:
Forward foreign exchange contracts - (8,390)
Embedded derivative 1,468 (323)
Financial products - 1,296
Non-derivatives
Stock 9,547 (6,884)

~ 68~

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

Private equity funds
Net gain from bond buyback
Loss from the disposal of property, plant and
equipment
Lease modification interest
Impairment losses on non-financial assets
Other
Total
(289)
-
-
35
(35,805)
(28,364)
607
146
(37,320)
-
(33,256)
(11,199)


$
(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.

~ 69~

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

~ 70~

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
223,885

-
-

17,011
-
-
-
103,420
120,431
2-5years
-

881,900
-
-
-
227,871
More than 5
years
-

-
-
-
-
230,523

$
6,817,735

7,005,945

4,360,105

1,081,661

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

-
135,600

37,288
-
-
-
181,577

-

-

113,784
-
-
-
-

$
6,872,617

6,952,465

5,294,273

1,069,512

354,465
113,784

~ 71~

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

~ 72~

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.

~ 73~

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
Fairvalue
$ 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
Fairvalue

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.

~ 74~

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.

~ 75~

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

(5) Statement of changes in financial assets (liabilities) classified as Level 3 at fair value

Unit: NT$1,000

2023 2023
Total profit or loss Increase
Decrease
Recognized
Recognized in other Sales,
Opening in profit or comprehensi Issuance or
Transferred
disposal or Closing
Name balance loss ve income purchase to level 3 settlement balance
Financial assets measured at FVTPL $ 163
1,179
- 26,200 - (439)
27,103
Financial assets measured at FVTOCI 4,595
-
3,982 - - (7,433)
1,144
$ 4,758
1,179
3,982 26,200 - (7,872) 28,247
2022
Total profit or loss Increase
Decrease
Recognized
Recognized in other Sales,
Opening in profit or comprehensi Issuance or
Transferred
disposal or Closing
Name balance loss ve income purchase to level 3 settlement balance
Financial assets measured at FVTPL $ 65,757
(323)
- 150 - (65,421)
163
Financial assets measured at FVTOCI 10,956
-
(4,939) - - (1,422)
4,595
$ 76,713
(323)
(4,939) 150 - (66,843) 4,758
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:
2023 2022
Total gain or loss
Recognized in profit (losses) (reported in “other $ 1,025 253
gains and losses”)
Recognized in other comprehensive income (154) (5,295)
(reported in “unrealized valuation gains (losses) on
financial assets at FVTOCI”)
  • (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:

~ 76~

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:

~ 77~

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:

  2. (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.

~ 78~

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.

  1. 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.

~ 79~

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.

~ 80~

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)%

~ 81~

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. Key management personnel

An associate of the Consolidated Company Including the directors, managers and their families and spouses

Note: Transactions with related parties are disclosed only for the period with associates.

~ 82~

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

(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).

~ 83~

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:

  • 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.

  • 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., 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.

~ 84~

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.

~ 85~

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.

(6) Company in which all of the contributory shareholders have given their endorsement in proportion to their shareholding in the joint venture.

~ 86~

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

(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.

  • 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

1,295,75
(USD42,200

57,70
(THB64,000
1
)
32,429,000
9
)
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.

~ 87~

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:
capital: capital: capital: capital: capital: capital: 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 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.
"
"
"
"
"
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%

~ 88~

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:

Unit: NT$ 1,000

Related party with accounts
receivable by the Company
Name of
transaction
counterparty
Relationship Balance of
receivables
from the related
party

Turnover
ratio
Past due receivables from the
related party
Past due receivables from the
related party
Amounts due from
related parties
recovered after the
period
Allowance for
losses
Amount Handling
Xincheng Development Co., Ltd.

REKA Technology Co., Ltd.
"

"

"

"

Lotes Suzhou Co., Ltd.
Good Hope Investments Limited

Lotes Guangzhou Co., Ltd.
"

Lotes Zhongshan Co., Ltd.

"

"

"

Lotes Hengnan Co., Ltd.
"

Guangzhou Leside Technology Co.,
Ltd.
"

Lintes Technology (Suzhou) Co.,
Ltd.
Parent company
"
Lotes
Guangzhou Co.,
Ltd.
Lotes Zhongshan
Co., Ltd.
Guangzhou
Leside
Technology Co.,
Ltd.
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

-

-

-

-

-

-

-
-

-

-

-

-

-

-

-

-

-

-

-
  1. Engagement in derivative transactions: None.

~ 89~

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

  1. Business relationships and material transactions between parent and subsidiaries: Business relationships and significant intercompany transactions in 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:

  3. Parent company to subsidiaries

  4. Subsidiaries to parent company

  5. Subsidiaries to subsidiaries

~ 90~

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):

China): China): China): China):
Unit: NT$1,000
Name of the
company
investing
Name of investee
company
Location Main business Initial investment amount (Note
1)
Shares held at the end of the fiscal period Maximum
shareholding or
capitalization in the
period
Gain/loss of
investee company in
the fiscal period

Gain/loss in the
investment recognized
in the fiscal period
Remarks
End of this
period
End of the
previous year
Shares Percentage Book value
The Company
"
"
"
"
"
"
"
"
"
"
Lotes
Investment Ltd.
Good Hope
Investments
Limited
"
Guansi
Development
Co., Ltd.
Zhaxi
Investment Co.,
Ltd.
Jiayu
Investment Co.,
Ltd.
"
"
"
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.

~ 91~

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:

Unit: NT$ 1,000

Name of investee
company in
Mainland China

Main business
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
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
fiscalperiod
Shareholding
ratio

Gain/loss in
investment
recognized in
the fiscal
period
(Note 2)

Carrying
amount of
investment at
the end of the
fiscalperiod


Investment
income remitted
back to Taiwan
by the end of the
fiscalperiod
Amount
remitted
or
recovered


Remitted
Recovered
Lotes Guangzhou
Co., Ltd.
Lotes Suzhou Co.,
Ltd.
Zongka
Technology
(Shenzhen) Co.,
Ltd.
Lotes Hengnan
Co., Ltd.
Lintes
Technology
(Suzhou) Co.,
Ltd.
Shenzhen DeYi
Automation
Equipment Co.,
Ltd.
Lotes Zhongshan
Co., Ltd.
Zhongshan Dezhi
Metal Surface
Treatment Co.,
Ltd.
Hengnan Deyi
Property
Development Co.,
Ltd.
Zhongshan
Jinmeida Metal
Surface Treatment
Co., Ltd.
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.
Ningbo Huili
Electronic
Technology 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
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

~ 92~

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.

  • 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.

~ 93~

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

  • (4) Information on Major Shareholders:
ation on Major Shareholders:
Shares
**Name of Major Shareholder **
Shares held Shareholding
%
Chin-LingInvestment Co.,Ltd. 10,956,237
9.82%
JiamingInvestment 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.

~ 94~

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

~ 95~