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LUXE Annual Report 2022

Jun 12, 2023

51852_rns_2023-06-12_7f228619-0368-4459-b7ab-e55d301149da.pdf

Annual Report

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Stock Code: 1529

==> picture [373 x 99] intentionally omitted <==

(Originally: Luxe Electric Co., Ltd)

2022 Annual Report

Published on May 12, 2023

Website for annual report inquiries/

  • TWSE “Market Observation Post System”: http://mops.twse.com.tw

  • Company website:http://www.luxe.com.tw

I. Name, title, phone number, and email address of the Company’s spokesperson and deputy spokesperson

Speaker: Chieh-Jen Chen Title:Chairman

Deputy spokesperson: Chun-Hsiang Teng Title: Vice President

TEL: (06) 221-7189 Taipei Office (02) 2559-1021

Email:[email protected]

II. Address and phone number of the headquarters, branch and factory

Unit Address Telephone Fax
Headquarters 7F.-1, No. 114, Chenggong Rd., North Dist., Tainan
City

(06)221-7189
(representa-
tive)
(06)221-3669
Taipei Office 4F-2, No. 188, Sec. 5, Nanjing East Rd., Songshan
Dist.,Taipei City,Taiwan

(02)2559-1021 (representa-
tive)
(02)2559-1071
Yang Mei
Plant
No. 19, Aly. 22, Ln. 796, Sec. 1, Minfu Rd., Yangmei
Dist., Taoyuan City

(03)478-5877(representa-
tive)
(03)478-6015

III. Name, address, website and phone number of the stock transfer agent

Name: President Securities Corporation

Address: B1, No. 8, Dongxing Rd., Songshan Dist., Taipei City

Website: www.uni-psg.com

Tel.: (02)2747-8266

IV. Name of CPA and name, address, website and phone number of the accounting firm for the financial statements in the most recent year:

Name of CPA: Ying-Lai Chou and Chia-Yu Lai

Name of firm: Baker Tilly Clock & Co

Address: 14F (top floor), No. 111, Sec.2, Nanjing E. Rd., Taipei City

Website: http://www.bakertilly.com.tw/

Tel.: (02)2516-5255

V. Name of the exchange where our securities are traded offshore, and the method with which the information of the offshore securities is accessed: None.

VI. Company website: www.luxe.com.tw

Luxe Electric Co., Ltd.

2022 Annual Report Table of Contents

2022 Annual Report Table of Contents
One. Letter to Shareholders ...................................................................................................................1
Two. Company Profile .............................................................................................................................2
I. Establishment date ......................................................................................................................... 2
II. Corporate history ............................................................................................................................ 2
Three. Corporate Governance Report .................................................................................................4
I. Organization of the Company ........................................................................................................ 4
II. Information concerning the directors, supervisors, Presidents, Vice Presidents, Assistant Vice
Presidents, and department and branch managers .......................................................................... 8
III. Implementation status of corporate governance ........................................................................... 18
IV. Information on CPAs’ professional fees ...................................................................................... 27
V. Information on change of CPAs ................................................................................................... 27
VI. The Company’s Chairman, Presidents, or managerial officers responsible for handling financial
or accounting affairs who held a position in a firm of the CPA or any of its affiliates in the most
recent year. ................................................................................................................................... 28
VII. Transfer of equity and changes in pledge of equity conducted by directors, supervisors,
managerial officers, and shareholders holding more than 10% of the shares in the most recent
year up to the publication date of this annual report .................................................................... 29
VIII. Information on the mutual relationship of the Top 10 shareholders in terms of proportion of
shareholding if they are a related party, spouse, or a relative within the second degree of kinship
referred to in SFAS No.6 ............................................................................................................. 30
IX. The total number of shares held in the same invested business by the Company and the
directors, supervisors and managerial officers thereof, and any companies controlled either
directly or indirectly by the Company, and the comprehensive shareholding ratio is calculated in
a consolidated manner .................................................................................................................. 31
Four. Fundraising Status ...................................................................................................................32
I. Capital and shares ........................................................................................................................ 32
II. Issuance of corporate bonds (including overseas corporate bonds) ............................................. 35
III. Issuance of preferred shares:. ....................................................................................................... 35
IV. Participation in the issuance of overseas depository receipts ....................................................... 35
V. Issuance of employee stock option certificates ............................................................................ 35
VI. Status of new restricted employee shares ..................................................................................... 35
VII. Status of mergers and acquisition ................................................................................................ 35
VIII. Issuance of new shares in connection with succession to shares of other companies. ................. 35
Five. Operation Overview .....................................................................................................................36
I. Business content ........................................................................................................................... 36
II. Market and production/sales overview ........................................................................................ 43
III. Information on employees ............................................................................................................ 50
IV. Information on environmental protection expenditure ................................................................. 51
V. Labor-management relations ........................................................................................................ 51
VI. Important contracts....................................................................................................................... 54
Six. Overview of Finance .....................................................................................................................55
I. Condensed financial information for the most recent five years .................................................. 55
II. Financial analysis for the most recent five years ......................................................................... 59
III. The Audit Committee’ Review Report on the financial statement of the most recent year ......... 61
IV. Financial statement of the most recent year ................................................................................. 62
V. Financial statement of the most recent year ............................................................................... 128
Seven. Review and Analysis of Financial Status and Financial Performance and Risks ............188
I. Financial status ........................................................................................................................... 188
II. Operational results ..................................................................................................................... 189
III. Cash flow ................................................................................................................................... 190
IV. The impact of the major capital expenditures in the most recent year on finance and business:
None. .......................................................................................................................................... 190
V. Reinvestment policy in the most recent year, main reasons for its profit/loss, improvement plan,
and the investment plan for the next fiscal year ......................................................................... 190
VI. Risk and assessment ................................................................................................................... 191
VII. Other important matters: None. .................................................................................................. 192
Eight. Special Notes ...........................................................................................................................193
I. Information on affiliated companies .......................................................................................... 193
II. Any private placement of securities in the most recent year and up to the publication date of this
annual report: None. ................................................................................................................... 195
III. Any holding and disposal of the Company’s shares by subsidiaries in the most recent year and
up to the publication date of this annual report: None. .............................................................. 195
IV. Other required supplementary information: None. .................................................................... 195
V. Any of the matters stated in Article 36, Paragraph 2, Subparagraph 2 of the Securities and
Exchange Act which may have significant impact on the shareholders’ equity or the price of the
securities in the most recent year and up to the publication date of this annual report: ............. 195

One.Letter to Shareholders

Dear shareholders,

Consolidated net operating revenues for FY2022 were NT$281,520 thousand, a decrease of NT$42,926 thousand compared to net operating revenues of NT$324,446 thousand for FY2021, mainly due to lower revenues from the engineering and electrical divisions in FY2022. The Company’s gross profit of NT$119,722 thousand (43% gross profit margin) decreased from NT$149,189 thousand (46% gross profit margin) in FY2021, and operating income of NT$74,992 thousand and net income before tax of NT$56,259 thousand decreased from the same period in FY2021.

Energy Busi-
ness Group
Electrical Engi-
neering Busi-
ness Group
Construction
Business Group
Others Total
Construc-
tion and en-
gineering
revenue
39,525 25,179 18,913 83,617
Sales reve-
nue
72,165 72,165
Electricity
retailing
revenue
119,012 119,012
Others 453 6,272 1 6,726
Total 158,990 103,616 18,913 1 281,520

Last year (FY2022), operating expenses were NT$44,730 thousand in sales, management and research and development, an increase of NT$2,420 thousand (or 5.7%) over the same period in FY2021. Non-operating income and expenses were -NT$18,733 thousand, mainly due to a loss of NT$10,855 thousand on the fair value of marketable securities and a slight increase in interest expenses.

At the end of last year (2022) and this year, the Company and its subsidiaries continued to make strident efforts to complete the self-built solar power plants, while the Energy Business Group continued to invest in the two major directions of self-built solar power plants and Engineering, Procurement, and Construction (EPC). The tender for Taipower's pad-mounted transformer won by the Electrical Engineering Business Group has been accepted for shipment and will contribute to future revenue and profitability. The research and development of new electromechanical products and related certification procedures are still in progress.Under the principle of sound and prudent management, the Company not only participates in bidding and contracting projects, but also invests in construction companies to meet market and customer needs and actively develop new customers, new projects and new products to increase the Company's revenue and profit, improve operational performance and increase shareholders' equity.

We wish you good health and safety.

Chairman: Chen Chien-Jen President: Chen Lien-Tsung Chief Accounting Officer: Chien Shih-Chang

1

Two.Company Profile

I. Establishment date: The Company was founded on May 24, 1978.

II. Corporate history

Corporate history
Year Development process
May1978 The Company wasfoundedinShulin Town,TaipeiCounty.
October 1980 The SanxiaPlant was built, and the Companymoved toTaipeiCity.
July 1981 Recognized by the Industrial Development Bureau, Ministry of Economic Affairs, as a Tier 1 distri-
butionpanel manufacturer.
May 1982 Recognized by the Industrial Development Bureau, Ministry of Economic Affairs, with Class A dis-
tributionpanelqualitymanagement.
May 1987 Recognized in the “Taiwan Power Company Department of Nuclear Quality Manufacturer Assess-
ment”as a qualifiedmanufacturer.
October 1987 Developed technicalcollaborationwiththe Japanese company,Tokyo SeidenCo.,Ltd.
April 1989 TheYangMei A Plant was built and putinto operation.
July 1989 Recognized by Taiwan Power Company as a penetrating type, low voltage and precision class (class
0.3) current transformer manufacturer.
January 1990 Assessed and selected by National Federation of Industries as one of the Top 10 Outstanding Manu-
facturers.
December 1991 Recognized by the Bureau of Energy, Ministry of Economic Affairs as a qualified manufacturer with
test exemption when high voltage PT and CT left the factory.
May 1992 Recognized in the “Taiwan Power Company 23KV Metal-Clad Switch Gear” assessment as a quali-
fiedmanufacturer.
June 1992 Recognized in the “Taiwan Power Company 13.8KV Metal-Clad Switch Gear” assessment as a qual-
ifiedmanufacturer.
July 1992 Recognized in the “Taiwan Power Company 14.4KV Metal-Clad Switch Gear” assessment as a qual-
ifiedmanufacturer.
September 1992 Recognized in the “Taiwan Power Company Indoor Type Alternating and Three-Phase 480V Power
Center for Thermal Power Plants” assessment as aqualified manufacturer.
December 1992 Qualified in the “Taiwan Power Company’s Charging Type 15KV Transformer and Special Equip-
ment Suppliers” inspection.
December 1992 Qualified in the “Taiwan Power Company’s Outdoor Type 14.4KV Block Switch and Special Equip-
ment Suppliers” inspection.
December 1992 The Companymoved to the TangChengPark in SanchongCity.
October 1993 Recognized in the “Taiwan Power Company 480V Motor Control Center” assessment as a qualified
manufacturer.
July 1994 Recognized in the “Taiwan Power Company Department of Quality Type-1 Manufacturer Quality
Assurance System(ISO-9001)”assessment as a qualifiedmanufacturer.
December 1994 Recognized in the “penetrating type and low voltage current transformer” assessment as a qualified
manufacturer.
June 1995 Recognized in the “Taiwan Power Company Indoor Type, Alternating and Three-Phase 6900V,
Closed Type Metal-Clad Switchgear for Thermal Power Plants” assessment as a qualified manufac-
turer.
August1995 Received“quality assurance systemon internationalstandard (ISO-9001) certificationof DNV).”
October 1995 Received “ Industrial Development Bureau, Ministry of Economic Affairs’ quality assurance system
on internationalstandard (ISO-9001) approvalandregistration.”
November 1995 Assessed by the Small and Medium Enterprise Administration, Ministry of Economic Affairs as
“1996 Manufacturer with OutstandingComputerization Performance.”
October 1997 Received“6thNational Award ofOutstanding SMEs.”
August 1998 Received “CED certification and qualification of Electric-Electronic Product Development Associ-
ationof R.O.C.”
August 1998 Recognized in the “Taiwan Power Company 23KV Gas Insulated Switchgear (GIS)” assessment as a
qualified manufacturer.
December 1998 BecameTPEx listed.
February 1999 Qualified in the “Taiwan Power Company’s Single-Phase Pad-mounted Transformer and Special
Equipment Suppliers” inspection.
June 1999 Qualified in the “Taiwan Power Company’s Single-Phase Pole Type Pad-mounted Transformer and
Special Equipment Suppliers” inspection.
December 1999 Received “environmental management system on international standard (ISO-14000) certification of
DNV.”
April 2000 Qualified in the “Taiwan Power Company’s Single-Phase, Pole Type, Sealed Transformer and Special
Equipment Suppliers” inspection.
September 2000 Became TWSE listed.
February 2001 Met with the “Taiwan Power Company’s Manufacturing and Installation of Distribution Panel for
Primary Distribution and Substation Regulation (DSPL, 88-08)” and recognized as qualified installa-
tion manufacturer.

2

Year Development process
August 2001 Developed technical collaboration concerning the 161KV Gas Insulated Switchgear (GIS) with the
German company,SIEMENS AG.
October 2001 TheYangMei B Plant beganconstruction.
February 2002 Passed the qualification test of the Taiwan Electric Research & Testing Center for 23KV GIS MOF
panels.
July 2002 Qualified in the “Taiwan Power Company’s High Voltage Charging Type Transformer and Special
Materials Suppliers” inspection.
October 2002 TheYangMei 161KV GISPlant was built.
March 2003 The YangMei B Plant was built andput into operation.
July 2003 Qualified in the “Taiwan Power Company 161KV Gas Insulated Switchgear (First Phase)” assess-
ment.
August 2003 Recognized as “Taiwan Power Company qualified installation manufacturer for 161KV Gas Insulated
Switchgear.”
December 2003 Acquired the contract of “Taiwan Power Company’s Procurement and Installation of Wind Turbine
Generator Systems and Subordinate Equipment for Taichung Power Plant and Taichung Port in the
WindPower ProjectPhase1.”
February 2004 Became the successful tenderer of “Taiwan Power Company’s Turnkey Construction of Primary Dis-
tributionSubstation for Military.”
April 2004 Became the successful tenderer of “Taiwan Power Company’s Distribution Closed Loop Automation
Construction Phase 1 in Hsinchu.”
August 2004 Became the successful tenderer of “Taiwan Power Company’s Establishment of Terminal Equipment
for Distribution Feeder Automation Phase1 in Hsinchu.”
August 2004 Became the successful tenderer of “Taiwan Power Company’s Establishment of Terminal Equipment
for Distribution Feeder Automation inNorthwest.”
August 2004 Became the successful tenderer of “Taiwan Power Company’s Establishment of Terminal Equipment
for Distribution Feeder Automation inNorth-North.”
August 2004 Became the successful tenderer of “Taiwan Power Company’s Distribution Feeder Automation Con-
struction in Taoyuan.”
February 2005 Became the successful tenderer of “Ministry of Transportation and Communications’ Tender No.
Seven-E:Electrical Engineeringfor Pinglin-Toucheng SectionoftheBeiyi Freeway.”
November 2005 Completed the constructionof Taiwan PowerCompany’s primary distributionsubstation inQizhang.
December 2005 Completed the installation and testing of wind turbines for Taichung Power Plant under Taiwan Power
Company’s Wind Power Project Phase 1.
July 2006 Completed the short‑circuit testing and pressure testing of primary distribution substation in Qizhang
under Taiwan PowerCompany.
September 2006 Completed the construction of wind turbines for Taichung Power Plant under Taiwan Power Com-
pany’s WindPower ProjectPhase1.
December 2006 Completed the establishment of terminal equipment for the distribution feeder automation in Hsinchu,
Taoyuan,Northwest and North-north under Taiwan Power Company.
August 2007 Changed the Company’s Chinese and English name by resolution at a special shareholders’ meeting
and by approval of the Ministry of Economic Affairs at Jing-Shou-Shang-Tzu No. 09601237240,
dated September 28, 2007. The Company was renamed from “Klingon Aerospace Inc.” to “Luxe
Electric Co.,Ltd.” in English.
July 2008 Completed the construction of wind turbines for Taichung Port under Taiwan Power Company’s
Wind Power Project Phase 1.
September 2009 Completed the construction of top additions and solar photovoltaic equipment for the water treatment
plantinGongguan,TaipeiCity.
October 2009 Completed the constructionof 275KW wind turbines specificallyforareas thathave typhoons.
April 2012 Recognized as a qualified manufacturer of transformers, voltage transformers and current transform-
ers bythe “Taiwan Accreditation Foundation,” and obtained the TAF accreditation symbol.
August2015 Crossedindustries and started solarpowerplant establishment business.
May 2016 Recognized as a qualified manufacturer of high voltage distribution panels by the “Taiwan Accredi-
tation Foundation,”and obtained theTAFaccreditationsymbol.
August2016 The Companyregisteredforaddress change andmoved toTainanCity.
2021 The production and manufacturing of new pad-mounted transformer were approved by Taiwan Power
Company.
August 2022 Companyname changed to Luxe Green EnergyTechnology

3

Three.Corporate Governance Report

I. Organization of the Company

  • (I) Organization system

==> picture [483 x 386] intentionally omitted <==

(II) Business of the main departments

Departments Principalbusiness operation
ChairmanOffice Analyze, planand executeinvestment environment status, trend analysisreports and short-term/long-term investments.
Audit Office Assist the Board of Directors and managerial officers on checking and reviewing the deficiencies of internal control system
and measuring the effectiveness and efficiency of operations, and provide appropriate suggestions for improvement to ensure
the continuous effective implementation of internal control and as the basis of internal control system reviews and amend-
ments.
President Office Implement items put to a resolution by the Board of Directors, manage all operational and managerial business in the Com-
pany, announce quality-related policies and goals of the Company, host all operational meetings and Quality Control Com-
mitteemeetings, executemanagement andreviewinthe Company, and assist thePresident onspecial items and projects.
R&DOffice Researchonand developnew products
Administration and
Management Group
Manage finance, accounting, tax, stock related affairs in the Company and aggregate execution of the whole Company’s
budget.
Manage personnel, general, publicrelations,legaland procurement affairsinthe Company.
Electrical Engineering
Business Group
Promote system engineering and related business, develop new markets and sales business of distribution panels and elec-
trical engineering equipment, and develop new markets and business related to turnkey construction of substations and
distribution feederautomation.
Solar Power Business
Group
Development and expansion of business related to solar energy and power storage.

4

II. Information concerning the directors, supervisors, Presidents, Vice Presidents, Assistant Vice Presidents, and department and branch managers

(I) Information on directors and supervisors

(I)
managers
Information on directors and supervisors

managers
Information on directors and supervisors

managers
Information on directors and supervisors

managers
Information on directors and supervisors

managers
Information on directors and supervisors

managers
Information on directors and supervisors

managers
Information on directors and supervisors

managers
Information on directors and supervisors

managers
Information on directors and supervisors

managers
Information on directors and supervisors

managers
Information on directors and supervisors

managers
Information on directors and supervisors

managers
Information on directors and supervisors

managers
Information on directors and supervisors

managers
Information on directors and supervisors
1.
Informationondirectors and supervisors:Alldirectors andindependent directors werere-elected onJune21,2022(as of March 27,2023).
Title Name Gen-
der
Nation-
ality or
country
of regis-
tration
Date first
elected
Date elected Ter
m
of
of-
fice
Shares held when elected Current shares held Current shares held
by spouse or minor
children
Shares held
in the names
of others
Educational back-
ground and experi-
ence
Concurrent posts in
Luxe and other
companies
Other managers, directors
or supervisors in a spousal
relationship or within the
second degree of kinship
Re-
mark
s

Shares
Sharehold-
ing ratio
Shares Share-
holding
ratio
Shares Share-
holding
ratio
Share
s
Share
hold-
ing
ratio
Title Name Relation-
ship
Chairman Chia Chi SDRY
Enterprise Co., Ltd.
Representative: Chieh-
Jen Chen
Male Taiwan June 21,
2022
June 21,
2022
3 5,647,561
4.15%

6,042,890

4.15%

-

-

-

-

EMBA, National
Chiayi University
Vice President of
Quintain Steel Co.,
Ltd.of Huaerzi In-
dustry (Stock)
Director of Quin-
tain Steel Co., Ltd
Chairman of Chin
Lai International
Development Co.,
Ltd.
-
-

-

Note
1
Director Pin-Chun Chen Fe-
male
Taiwan June 21,
2022
June 21,
2022
3 -
-

-

-

-

-

-

-

University of San
Francisco, USA
Master in Business
Administration
Director of Chateau
International Devel-
opment Co., Ltd.
Executive assistant
to Chairman of
Concord Interna-
tional Securities
Co., Ltd.
Director of Chateau
International Devel-
opment Co.,Ltd.
-
-

-

-
Director Chia-Yung Cheng Male Taiwan June 21,
2022
June 21,
2022
3 570,271
0.42%

610,189

0.004%

-

-

-

-

Asia University, Ja-
pan
President of
ELISEN INDUS-
TRY CO.,LTD.
President of
ELISEN INDUS-
TRY CO., LTD.
-
-

-
Director Pao Li Tou Investment
Co., Ltd.
Representative: Chin-
LungLiu
Male Taiwan May 19,
2017
June 21,
2022
3 2,511,677
2.61%

8,301,575

5.70%

-

-

-

-

Department of Law,
National Taiwan
University
Lawyer

Head of Jih Cheng
International Law
Firm
-
-

-
Note
1
Director Quintain Steel Co.,
Ltd. Representative:
Hsieh-Chia Chen
Male Taiwan June 21,
2022
June 21,
2022
3 2,339,812
1.72%

14,603,953

10.03%
Director of FENG
SHEHG ENTER-
PRISE COMPANY
-
-

-
Note
1
Director Chateau International
Development Co.,Ltd.
Representative: Kuo-
Fang Yu
Male Taiwan June 21,
2022
June 21,
2022
3 2,581,000
1.90%

2,761,670

1.89%

-

-

-

-

Department of
Communication
Arts, New York In-
stitute of Technol-
ogy,USA
Executive Director
of Chateau Interna-
tional Development
Co., Ltd.
-
-

-
Note
1
Director Ming-Chieh Hsu Male Taiwan June 21,
2022
June 21,
2022
3 -
-

-

-

-

-

-

-

Graduate Institute
of Electrical Engi-
neering, National
Taiwan University
Director/President
of Luxe Electric
Co.,Ltd.
None -
-

-

8

Title Name Gen-
der
Nation-
ality or
country
of regis-
tration
Date first
elected
Date elected Ter
m
of
of-
fice
Shares held when elected Shares held when elected Current shares held Current shares held Current shares held
by spouse or minor
children
Current shares held
by spouse or minor
children
Shares held
in the names
of others
Shares held
in the names
of others
Educational back-
ground and experi-
ence
Concurrent posts in
Luxe and other
companies
Other managers, directors
or supervisors in a spousal
relationship or within the
second degree of kinship
Other managers, directors
or supervisors in a spousal
relationship or within the
second degree of kinship
Other managers, directors
or supervisors in a spousal
relationship or within the
second degree of kinship
Re-
mark
s

Shares
Sharehold-
ing ratio
Shares Share-
holding
ratio
Shares Share-
holding
ratio
Share
s
Share
hold-
ing
ratio
Title Name Relation-
ship
Director Fu-Tsai Liu Male Taiwan May 19,
2017
June 21,
2022
3 1,320,000
1.38%

1,412,400

0.97%

-

-

-

-

Chairman of Hung
Hsin Building Ma-
terials Co.,Ltd.
Chairman of Hung
Hsin Building Ma-
terials Co.,Ltd.
-
-

-
Independ-
ent direc-
tor
Chao-Lai Chen Male Taiwan June 21,
2022
June 21,
2022
3 -
-

-

-

-

-

-

-

Takming University
of Science and
Technology
Tainan City Coun-
cil Member

None
-
-

-
Independ-
ent direc-
tor
Shuang-Hsi Tsou Male Taiwan June 21,
2022
June 21,
2022
3 - - -
-

-

-

-

-

Graduate Institute
of Political Science,
National Taiwan
Normal University
Head of the Cul-
tural and Public Re-
lations Section,
Military Police
Headquarters
None -
-

-

-
Independ-
ent direc-
tor
Tung-Han Yang Male Repub-
lic of
China
June 21,
2022
June 29,
2020
3
-

-

-

-

-

-

-

-

Certified Public Ac-
countant of Xinye
United Accounting
Firm, Department
of Accounting, Soo-
chow University
None -
-

-

-

Note 1: None of the representatives of the directors listed above hold shares.

9

Table 1: Major shareholders of corporate shareholders

April 22, 2022
Name of corporate
shareholder
Major shareholders of the corporate shareholder Shareholding
ratio
Chia Chi SDRY
Enterprise Co., Ltd.
Chung-Hsien Chen
Nien-Chen Hsueh
Mi-Chuan Chen
Pin-Chun Chen
Hsieh-Tung Chen
Hsiu-Lan Su
Pao Li Tou Investment Co., Ltd.
Wen-An Chang
Chun-Hao Hu
Pi-Shan Hu
18.0%
16.5%
16.0%
15.7%
15.0%
8.3%
4.2%
3.2%
1.1%
1.0%
Pao Li Tou Investment
Co., Ltd.
Yu-Hui Shih
Chia Yuan Investment Co., Ltd.
Chung-Hsien Chen
Pin-Chun Chen
Pai-Ya Hsueh
Nien-Chen Hsueh
Mi-Chuan Chen
Hsieh-Tung Chen
Quintain Steel Co., Ltd.
Ni-Ying Yang
Shu-Wen Hsueh
21.51%
15.34%
7.16%
5.80%
5.72%
5.56%
5.54%
4.74%
4.47%
3.26%
3.23%
Quintain Steel Co., Ltd. Taiwan Steel Group United Co., Ltd.
Pao Li Tou Investment Co., Ltd.
Concord International Securities Co., Ltd.
Chateau International Development Co.,Ltd.
Chia Chi SDRY Enterprise Co., Ltd.
Chung-Hsien Chen
Hsieh-Tung Chen
Asahi Enterprises Corp.
Mi-Chuan Chen
Nien-Chen Hsueh
8.74%
15.57%
9.84%
4.03%
3.45%
3.24%
1.84%
5.42%
1.56%
1.65%
Chateau International
Development Co.,Ltd.
Since She Co., Ltd.
China Prosperity Development Corporation
CMC Magnetics Co., Ltd
Concord International Securities Co., Ltd.
CHC INTERNATIONAL INVESTMENT CORPORATION
Chia Chi SDRY Enterprise Co., Ltd.
Pao Li Tou Investment Co., Ltd.
Chung-Hsien Chen
Zhongtong Investment (Stock) Co., Ltd
Mi-Chuan Chen
Nien-Chen Hsueh
Hsieh-Tung Chen

29.43%
20.16%
14.51%
7.78%
5.31%
2.85%
1.42%
1.43%
1.27%
0.99%
0.97%
0.27%

Table 2: Major shareholders of dominant shareholders who are corporate shareholders

Name of corporate shareholder Major shareholders of the corporate share-
holder
Shareholding ratio
Chia Yuan Investment Co., Ltd. Quintain Steel Co., Ltd. 95.97%
Since She Co., Ltd. Quintain Steel Co., Ltd. 100%
China Prosperity Develop-
ment Corporation
China Steel Corporation 99.99%
CMC Magnetics Co., Ltd Ming-Hsien Weng 7.94%
Concord International Securities
Co., Ltd.

Pao Li Tou Investment Co., Ltd.
Since She Co., Ltd.
14.81%
13.68%
CHC INTERNATIONAL IN-
VESTMENT CORPORATION
CMC Magnetics Co., Ltd 100%

10

  1. Information on directors and supervisors
Criteria
Name
Having more than 5 years of work experience
and the following professional qualifications
and the following professional qualifications
Having more than 5 years of work experience
and the following professional qualifications
and the following professional qualifications
Having more than 5 years of work experience
and the following professional qualifications
and the following professional qualifications
Compliance with independence requirements (Note) Compliance with independence requirements (Note) Compliance with independence requirements (Note) Compliance with independence requirements (Note) Compliance with independence requirements (Note) Compliance with independence requirements (Note) Compliance with independence requirements (Note) Compliance with independence requirements (Note) Compliance with independence requirements (Note) Compliance with independence requirements (Note) Num-
ber of
other
public
compa-
nies
where
the per-
son
concur-
rently
acts as
an in-
de-
pendent
director
Lecturer or
higher level in-
structor at a
public or pri-
vate college or
university in
business, law,
finance, ac-
counting or
other fields re-
lated to the op-
erations of the
Company
Judge, public prose-
cutor, attorney at
law, CPA, or other
professionals li-
censed by national
exams that are perti-
nent to the operation
of the Company
Work expe-
rience in
business,
law, finance,
accounting,
or other ar-
eas required
for the busi-
ness of the
Company
1 2 3 4 5 6 7 8 9 10 11 12
Chieh-Jen
Chen
- - - -
Pin-Chun Chen - -
Chia-Yung
Cheng
- -
Chin-LungLiu -
Hsie-Chia
Chen
- -
Kuo-FangYu - -
Ming-Chieh
Hsu
- - - -
Fu-Tsai Liu - -
Chao-Lai Chen - -
Shuang-Hsi
Tsou
- -
Tung-Han
Yang
- -

Note: Place a “  ” in the box below if the director or supervisor meets the following conditions at any time during active duty and two years prior to the date elected.

  • 1 Not an employee of the Company or our affiliates.

  • 2 Not a director or supervisor of the Company or our affiliates (except for an independent director of the Company, or the parent of the Company, or a subsidiary in which the Company directly or indirectly holds more than 50% voting shares).

  • 3 Not the person, the spouse and minor children (or in the name of others) who hold more than 1% of total issued shares of the Company or one of the Top 10 shareholders who are natural persons.

  • 4 Not the spouse, a relative within the second degree of kinship, or a relative within the fifth degree of lineal kinship of any of the parties mentioned in previous three paragraphs.

  • 5 Not a director, supervisor or employee of an corporate shareholder holding more than 5% of the issued shares of the Company, or of the Top 5 corporate shareholders.

  • 6 Not a director, supervisor, managerial officer, or shareholder holding more than 5% of the issued shares of a specific company or institution having business or financial transactions with the Company.

  • 7 Not a professional, proprietor, partner, owner of a company/institution, partner, director, supervisor, managerial officer or spouse of the professional consulting entities providing services or consultation in business, law, finance, accounting and others for the Company or our affiliates.

  • 8 The person was or is not a spouse nor a relative within the second degree of kinship of another director.

  • 9 None of the circumstances under Article 30 of the Company Act applies to the person.

  • 10 Not a government agency, juristic person or their respective representatives being elected according to Article 27 of the Company Act.

(V) Information on the founder: Not applicable.

11

(II) Information on Presidents, Vice Presidents, Assistant Vice Presidents, and department and branch manager

March 27, 2023 Unit: share

Title Name Gen-
der
Na-
tion-
ality
Date of as-
sumption of
office
Shares held Shares held Shareholdings of
spouse and minor chil-
dren
Shareholdings of
spouse and minor chil-
dren
Shares held in the
names of others
Shares held in the
names of others
Educational background and experi-
ence
Concurrent duties in
other companies
Managerial officers in a
spousal relationship or
within the second degree
of kinship
Managerial officers in a
spousal relationship or
within the second degree
of kinship
Managerial officers in a
spousal relationship or
within the second degree
of kinship



Status of
managerial
officers ac-
quiring em-
ployee
stock op-
tion certifi-
cates
Re-
marks
Shares Share-
holding
ratio
Shares Share-
holding
ratio
Shares Share-
holding
ratio
Title Name Rela-
tion-
ship
President Lient-
Sung
Chen
Male Tai-
wan
September 1,
2022

-
- 152,543 0.10% - - Factory Manager of Luxe Electric Co.,
Ltd
Vice
Presi-
dent
Li-Jung Li Wife
Vice
President
Chun-
Hsiang
Teng
Fe-
male
Tai-
wan
May 9, 2022 - - - - - - Executive assistant to Chairman of
Luxe Electric Co., Ltd
Associate of Concord International Se-
curities Co., Ltd.
Vice
President
Shih-
Chang
Chien
Male Tai-
wan
July 18,
2007
32,100 0.02% - - - - Department of Management Science,
National Chiao Tung University
In-Service Master’s Program, Depart-
ment of Accounting, Soochow Univer-
sity
Associate of Luxe Electric Co., Ltd
Director of Le Hua
Investment Co., Ltd.

-
- - - -

12

(III) Remuneration paid to directors, supervisors, Presidents, and Vice Presidents in the most recent year

1.
Remuneration paid to directors: (2022; Unit: NT$ thousand)
1.
Remuneration paid to directors: (2022; Unit: NT$ thousand)
1.
Remuneration paid to directors: (2022; Unit: NT$ thousand)
1.
Remuneration paid to directors: (2022; Unit: NT$ thousand)
1.
Remuneration paid to directors: (2022; Unit: NT$ thousand)
1.
Remuneration paid to directors: (2022; Unit: NT$ thousand)
1.
Remuneration paid to directors: (2022; Unit: NT$ thousand)
1.
Remuneration paid to directors: (2022; Unit: NT$ thousand)
Title Name Re muneratio n to direct ors Ratio of sum of A,
B, C and D to net
income after tax
(Note 10)
Remuneration recei ved by part-time employees Ratio of sum of A, B,
C, D, E, F and G to
net income after tax
(Note 10)
Remuneration
received from
investees other
than subsidiar-
ies
Compensation (A) Pensi on (B) Remune
directo
ration to
rs (C)
Income from pro-
fessional practice
(D)
Salary, bonus and
special disbursement
(E)

Pensi
on (F) Remu neration to employees
(G)
The
Com-
pany
All com-
panies in
the con-
solidated
state-
ments

The
Com-
pany
All com-
panies in
the con-
solidated
state-
ments

The
Com-
pany
All com-
panies in
the con-
solidated
state-
ments

The
Com-
pany
All com-
panies in
the con-
solidated
state-
ments

The
Com-
pany
All com-
panies in
the con-
solidated
state-
ments

The Com-
pany
All com-
panies in
the con-
solidated
state-
ments


The
Com-
pany
All com-
panies in
the con-
solidated
state-
ments


The
pa
Com-
ny
All co
nies i
consol
state
mpa-
n the
idated
ments
The
Company

All com-
panies in
the consol-
idated
statements

Cash
amou
nt
Stock
amou
nt
Cash
amou
nt
Stock
amou
nt
Director Chia Chi SDRY Enterprise
Co., Ltd. Representative:
Chien-JenChen
- - - - - - 348 348 0.77% 0.77% 664 1,059
-
- - - - - 2.24%
3.12%
-
Director Pin-ChunChen
Director Pao Li Tou Investment Co.,
Ltd.
Representative: Chin-Lung
Liu
Director Fu-Tsai Liu
Director Quintain Steel Co., Ltd.
Representative: Hsie-Chia
Chen(Note)
Director Chateau International Devel-
opment Co., Ltd.
Representative: Kuo-Fang
Yu
Director Chia-Yung Cheng
Director Ming-Chieh Hsu
Independent di-
rector
Chao-Lai Chen
Independent di-
rector
Shuang-Hsi Tsou
Independent di-
rector
Tung-Han Yang

Note: The current Board of Directors was fully re-elected by the General Meeting of Shareholders on June 21, 2022. On June 22, 2022, the legal person director Quintain Steel Co., Ltd. appointed Director Hsie-Chia Chen as its representative.

13

Breakdown of remuneration

reakdown of remuneration
Breakdown of remuneration to the Company’s directors Name of director
Total amount of the first four items
(A+B+C+D)
Total amount of the first seven items
(A+B+C+D+E+F+G)
The Company All companies in the
consolidated state-
ments I
The Company All companies in the
consolidated state-
ments J
Less than NT$2,000,000 Chie-Hjen Chen, Pin-
Chun Chen, Fu-Tsai
Liu, Chia-Yung
Cheng,Chi-Lung Liu,
Ming-Chieh Hsu,
Hsie-Chia Chen, Kuo-
Fang Yu, Chao-Lai
Chen, Shuang-Hsi
Tsou, Tung-Han Yang
Chie-Hjen Chen, Pin-
Chun Chen, Fu-Tsai
Liu, Chia-Yung
Cheng,Chi-Lung Liu,
Ming-Chieh Hsu,
Hsie-Chia Chen,
Kuo-Fang Yu, Chao-
Lai Chen, Shuang-Hsi
Tsou, Tung-Han
Yang

Chie-Hjen Chen, Pin-
Chun Chen, Fu-Tsai
Liu, Chia-Yung
Cheng,Chi-Lung Liu,
Ming-Chieh Hsu,
Hsie-Chia Chen,
Kuo-Fang Yu, Chao-
Lai Chen, Shuang-Hsi
Tsou, Tung-Han
Yang

Chie-Hjen Chen, Pin-
Chun Chen, Fu-Tsai
Liu, Chia-Yung
Cheng,Chi-Lung Liu,
Ming-Chieh Hsu,
Hsie-Chia Chen,
Kuo-Fang Yu, Chao-
Lai Chen, Shuang-Hsi
Tsou, Tung-Han
Yang
NT$2,000,000 (inclusive)-NT$5,000,000 (exclusive) - - - -
NT$5,000,000 (inclusive)-NT$10,000,000 (exclusive) - - - -
NT$10,000,000 (inclusive)-NT$15,000,000 (exclusive) - - - -
NT$15,000,000 (inclusive)-NT$30,000,000 (exclusive) - - - -
NT$30,000,000 (inclusive)-NT$50,000,000 (exclusive) - - - -
NT$50,000,000 (inclusive)-NT$100,000,000 (exclusive) - - - -
Over NT$100,000,000 - - - -
Total 11 persons 11 persons 11 persons 11 persons
  1. Remuneration to supervisors: Not applicable.

14

  1. Total amount of salaries, bonuses, special disbursements and dividends paid to Presidents and Vice Presidents in 2022

Unit: NT$ ‘000

Unit: Unit: NT$‘000
Title Name Salary (A) Pension (B) Bonus and special
disbursement (B)
Employee dividend amount from
earnings distribution (C)
Ratio of su
C, and D to
after ta
m of A, B,
net income
x (%)

Number of employee
stock option certificates
acquired

Remuner-
ation re-
ceived
from in-
vestees
other than
subsidiar-
ies
The Com-
pany
All com-
panies in
the con-
solidated
statements
The Com-
pany
All com-
panies in
the con-
solidated
statements
The Com-
pany
All com-
panies in
the con-
solidated
statements
The Company All companies in
the consolidated
statements


The Com-
pany
All com-
panies in
the con-
solidated
statements
The Com-
pany
All com-
panies in
the con-
solidated
statements
Cash
divi-
dend
Stock
divi-
dend
Cash
divi-
dend
Stock
divi-
dend
President Pang-Kuan Yang
(Note)

400
400 15 15 - - - - - - 0.92 0.92 - - -
President Lient-Sung
Chen(Note)
566 566 32 32 - - - - - - 1.32 1.32 - - -

Note: General Manager Yang Bang-Kuan resigned on August 31, 2022 and was replaced by Plant Manager Lient-Sung Chen (promoted) on September 1, 2022.

Breakdown of remuneration

Breakdown of remuneration to Presidents
and Vice Presidents
Name of President and Vice President Name of President and Vice President
The Company All companies in the consoli-
dated statements
Less than NT$2,000,000 Lient-Sung Chen, Pang-Kuan
Yang
Lient-Sung Chen, Pang-Kuan Yang
NT$2,000,000 (inclusive)-NT$5,000,000 - -
NT$5,000,000 (inclusive)-NT$10,000,000 - -
NT$10,000,000 (inclusive)-NT$15,000,000 - -
NT$15,000,000 (inclusive)-NT$30,000,000 - -
NT$30,000,000 (inclusive)-NT$50,000,000 - -
NT$50,000,000 (inclusive)-NT$100,000,000 - -
OverNT$100,000,000 (inclusive) - -
Total 2 persons 2 persons

Note: The remuneration disclosed herein is different from the term “income” as defined in the Income Tax Act; this table is for information disclosure, and not for taxation purposes.

15

Remuneration to the Top-5 managers of a TWSE/TPEx listed company with the highest remuneration (disclosure of names and remuneration payment methods) (Note 1): Not applicable.

Title Name Salary (A)
(Note 2)
Salary (A)
(Note 2)
Pension (B) Pension (B) Bonus and special
disbursement (C)
(Note 3)
Bonus and special
disbursement (C)
(Note 3)
Employee remuneration (D)
(Note 4)
Employee remuneration (D)
(Note 4)
Employee remuneration (D)
(Note 4)
Employee remuneration (D)
(Note 4)
Ratio of sum of A,
B, C and D to net in-
come after tax (%)
(Note 6)
Ratio of sum of A,
B, C and D to net in-
come after tax (%)
(Note 6)
Remunera-
tion
from
investees
other
than
subsidiaries
or from the
parent com-
pany
(Note 7)
The
Com-
pany
All com-
panies in
financial
statements
(Note 5)
The
Com-
pany
All compa-
nies in fi-
nancial
statements
(Note 5)
The
Com-
pany
All compa-
nies in fi-
nancial
statements
(Note 5)
The Company All companies in fi-
nancial
statements
(Note 5)
The
Com-
pany
All
com-
panies
in
financial
statements
Cash
amount
Stock
amount
Cash
amount
Stock
amount
  • Note 1: Regarding the term of “Top-5 managers with the highest renumeration,” the managers refer to the managerial officers of the Company. The definition of managerial officers is subject to the scope of “managerial officers” specified in Letter Tai-Tsai-Cheng-San-Tzu No. 0920001301 dated March 27, 2003 of the former Securities and Futures Commission, Ministry of Finance. With respect to the principle for the calculation and determination of the “Top-5 managers with the highest renumeration,” the total amount of salary, pension, bonus and special disbursement, etc. received by the managerial officers from the companies in the consolidated financial statements and the employee remuneration (i.e. sum of A+B+C+D) are taken as the basis; the results are then ranked in order to determine the Top-5 managers with the highest renumeration. If a director concurrently acts as any one of the aforementioned managers, it shall be listed in this table and the previous table (1-1).

  • Note 2: This refers to the salary, duty allowance and severance pay to the Company's Top-5 managers with the highest remuneration in the most recent year.

  • Note 3: This refers to the amount of bonuses, incentives, travel allowance, special disbursement, and other allowances as well as accommodation, company car, and other distributions in kind and compensations received by the Company’s Top-5 managers with the highest remuneration in the most recent year. When there are expenses for housing, car or other transportation tools or any personal expense, the nature and cost of the provided assets, the rent calculated according to the actual or fair market price, the gasoline fee, and other payments shall be disclosed. In addition, when a driver is provided, the compensation paid to the said driver by the Company shall be noted but excluded from the remuneration. Moreover, the payroll expense listed in the IFRS 2 Sharebased Payment, including employee stock options certificates, new restricted employee shares, follow-on offerings, and stock subscription shall also be covered in the remuneration.

  • Note 4: The amount of the employee remuneration (in shares and in cash) distributed to the Company’s Top-5 managers with the highest remuneration based on the resolution of the Board in the most recent year shall be specified. If the amount cannot be estimated, the amount to be distributed for the year shall be calculated based on the actual distribution ratio in the previous year. In addition, table 1-3 shall be completed.

  • Note 5: The total amount of the remunerations paid by all the companies (including the Company) in the consolidated financial statements to the Company’s Top-5 managers with the highest remuneration shall be disclosed.

  • Note 6: The net income after tax refers to those referred to in the separate or individual financial statements in the most recent year.

  • Note 7: a. The amount of the remuneration received by the Company’s Top-5 managers with the highest remuneration from the investees other than subsidiaries or from the parent company shall be specified in this column. (Give “none” when there’s no such amount).

16

  1. Name of the managerial officer to whom employee dividend was distributed and the status of the distribution: None.

  2. (IV) Comparison and description of the total remuneration paid by the Company and all the companies included in the consolidated financial statements to the Company's directors, supervisors, President and Vice Presidents in the most recent two years as a percentage of net income after tax, and description of the policies, standards, and portfolios for paying the remuneration, the procedure for determining the remuneration, and their correlation with the operating performance.

Title FY2022
Total remuneration paid by the Company and
all the companies included in the consoli-
dated financial statements to the Company's
directors, supervisors, President and Vice
Presidents as a percentage of the net income
after tax(%)
FY2021
Total remuneration paid by the Company and
all the companies included in the consoli-
dated financial statements to the Company's
directors, supervisors, President and Vice
Presidents as a percentage of the net income
after tax(%)
Director 2.14 1.73
President and Vice Presidents

Note: According to general market price and the Company’s salary structure, the criteria of payment to the Chairman, Vice Chairman, President and directors of the Company who also serve as employees and bear specific missions and responsibilities are base pay, meal allowances and duty allowances. They also receive fixed salary monthly. Other directors and supervisors only receive travel allowances.

17

III. Implementation status of corporate governance

  • (1) Operation status of the Board of Directors

The Board of Directors were re-elected on June 21, 2022 and held 3 meetings (A) in FY2022. The presence and attendance of the directors are described below:

Title Name Actual num-
ber of pres-
ence (B)
Number of
presence by
proxy
Actual attend-
ance rate (B/A)
Remarks
Chairman Chieh-Jen Chen 3 0 100%
Director Pin-Chun Chen 3 0 100%
Director Chia-Yung Cheng 3 0 100%
Director Chin-Lung Liu 1 0 33.3%
Director Fu-Tsai Liu 1 0 33.3%
Director Hsie-Chia Chen 3 0 100%
Director Ming-Chieh Hsu 1 0 33.3%
Director Kuo-Fang Yu 3 0 100%
Independent
director
Chao-Lai Chen 3 0 100%
Independent
director
Shuang-Hsi Tsou 3 0 100%
Independent
director
Tung-Han Yang 3 0 100%

1 Matters referred to in Article 14-3 of the Securities and Exchange Act:

1
Matters referred to in
Article 14-3 of the Securities and Exchange Act:
Date and term of Board
of Directors meeting
Proposal Opinions of all the
independent direc-
tors and actions
taken by the Com-
pany on such opin-
ions
July 1, 2022 Board of
Directorsmeeting
Changing the use of funds of the follow-on offering in 2021
(second time).
Approved by all in-
dependent directors.
November 17, 2022
Board of Directors meet-
2023 auditing plan Approved by all in-
dependent directors.
ing Endorsement and guarantee for the subsidiary, Sen-Hsin Energy
Co.,Ltd.(HualienSchoolSolar Energy Case)
Approved by all in-
dependent directors.
  • 2 Implementation status of directors’ recusal from proposals involving any conflict of interest: None.

3 Evaluation of the goals and implementation statuses with respect to the enhancement of the functions of the Board of Directors in the current and most recent year: None.

  • (2) Operations of the Audit Committee or participation of the supervisors in the operation of the Board of Directors :

1 Participation of the supervisors in the operation of the Board of Directors: Not applicable (the Company has established the Audit Committee).

  • 2 Audit Committee Operations:

18

The Audit Committee held 2 meetings (A) in the most recent year (2022). The presence and attendance of the independent directors are described below:

Title Name Actual number of
presence (B)
Number of pres-
ence by proxy
Actual presence rate(%)
(B/A)(Note)
Remarks
Independent
director
Chao-Lai Chen 2 0 100 The current Audit Commit-
tee is new (as the Compa-
ny's directors were fully re-
elected on June 21, 2022).
Independent
director
Shuang-Hsi
Tsou
2 0 100
Independent
director
Tung-Han Yang 2 0 100
Other items to be stated:
I.
Where any of the following circumstances occur to the operation of the Audit Committee, the date, term and proposal of the Board
of Directors meeting as well as how the Company manage the Committee’s opinions shall be described: The following circum-
stances did not occur to the Audit Committee in the most recent year.
(I) Matters referred to in Article 14-5 of the Securities and Exchange Act.
(II) In addition to the matters mentioned above, any resolution unapproved by the Audit Committee but approved by more than two-
thirds of the directors.
II.
Regarding the situation of an independent director’s recusal of conflict of interest, the name of the independent director, proposal,
reasons for the recusal, and participation in the voting shall be described: None.
III. Communication between independent directors and internal chief auditor/CPAs (major matters, methods and results of communica-
tion on the Company’s financial and business conditions shall be included).
(I) The internal audit is conducted according to the annual audit plan , and the internal audit report is submitted to the independent di-
rectors for review before the end of the following month of the audit date. If the independent directors have any question or instruc-
tion after review, they shall ask or inform the chief auditor.
(II) The Company’s internal control statement is submitted to the Audit Committee.
(III) In every meeting concerning the submission or discussion of financial statements, the independent auditors are invited to explain the
audit results and opinions to be provided.
(IV) The independent directors can learn about the Company’s operating (including financial business) and audit status through the audit
reports provided regularly by the Board of Directors, Audit Committee and audit units. The independent directors can also have
good communication with the CPAs through various reports and channels (such as telephone, the Line app and emails).
Matters referred to in Article 14-5 of the Securities and Exchange Act: Matters referred to in Article 14-5 of the Securities and Exchange Act: Matters referred to in Article 14-5 of the Securities and Exchange Act:
Audit Committee
Date and term
Proposal Opinions of all the in-
dependent directors
and actions taken by
the Company on such
opinions
July 1, 2022 Changing the use of funds of the follow-on offering in 2021 (sec-
ond time).
Approved by all inde-
pendent directors.
November 8, 2022 2023 auditing plan Approved by all inde-
pendent directors.
Endorsement and guarantee for the subsidiary, Sen-Hsin Energy
Co.,Ltd.(HualienSchoolSolar Energy Case)
Approved by all inde-
pendent directors.

Note:

  • * Where an independent director resigned before the end date of the year, the date of resignation shall be specified in the Remarks column, and the actual presence rate (%) shall be calculated based on the number of the Audit Committee meetings and the actual number of the presence during the period on board.

* Where the independent directors were re-elected before the end date of the year, the new and former independent directors shall both be specified, and the status of independent directors (resigned, newly elected or re-elected) and the date of re-election shall be indicated in the Remarks column. The actual presence rate (%) shall be calculated based on the number of Audit Committee meetings and the actual number of the presence during the period on board.

19

(3) Status of corporate governance, deviations from the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies, and the reasons for such deviations

Evaluation item Operation status (Note) Operation status (Note) Operation status (Note) Deviations from the Corpo-
rate Governance Best Prac-
tice Principles for
TWSE/TPEx Listed Compa-
nies, andreasons thereof
Yes No Summary
I.
Has the Company established and disclosed the
corporate governance best practice principles
based on the Corporate Governance Best-Prac-
tice Principles for TWSE/TPEx Listed Compa-
nies?


The Company has established and implemented the
“Corporate Governance Best Practice Principles.”

No significant deviation.
II. Shareholding structure and shareholder’s eq-
uity
(I) Does the Company have an internal procedure
and handle shareholders’ suggestions, doubts,
disputes, and litigations accordingly?


The Company has not established internal procedures;
however, we have appointed a spokesperson and a dep-
uty spokesperson to make public announcements and
address matters related to the shareholders’ sugges-
tions, doubts and disputes according to relevant proce-
dures.
If legal issues are involved, they will be handled by le-
galpersonnel.


No significant deviation.
(II) Does the Company have the name list of the
major shareholders who actually control the
Company and the persons who have the ulti-
mate control of the major shareholders?


The Company has commissioned professional stock
service agents to handle the matter and report infor-
mation on the shareholding of the directors, supervi-
sors, managerial officers and major shareholders
monthly. There are also designated personnel responsi-
ble for addressing relevant matters, making the Com-
pany able to actually control the list of major share-
holders.


No significant deviation.
(III) Has the Company established and implemented
risk control and firewall mechanisms between
the Company and the affiliates?


The Company has established the “Procedures for
Trading with Specific Companies, Group Enterprises
andRelatedParties”andimplemented accordingly.


No significant deviation.
(IV) Has the Company established internal regula-
tions to prohibit insiders from using the infor-
mation not available to the market to trade se-
curities?
The Company has established relevant internal control
regulations.

No significant deviation.
III. Composition and responsibility of Board of Di-
rectors
(I) Does the Board of Directors have diversified
policies regulated and implemented substan-
tively according to the composition of the
members?


All Board of Directors members of the Company have
practical experiences in all aspects of corporate opera-
tions.

No significant deviation.
(II) Apart from the Remuneration Committee and
Audit Committee, has the Company set up
other functional committees at its own discre-
tion?

The Company has set up a Remuneration Committee
and an Audit Committee, and will establish other func-
tional committees if needed.

The Company will take ac-
tions, if needed, according to
relevant laws.
(III) Does the Company have evaluation regulations
and methods for the performance of the Board
of Directors, and conduct regular performance
evaluationevery year?



The Company has established and implemented the
“Regulations Governing the Performance Evaluation
of the Board of Directors.”


No significant deviation.
(IV) Does the Company review the independence of
the CPAs on a regular basis?

The CPAs of the Company do not belong to any related
party, and their employment and dismissal need to be
approved by the Board of Directors. The CPAs have
also avoided direct or indirect conflict of interests; none
ofthem lack independence.




No significant deviation.
IV. Has the TWSE/TPEx listed Company set up a
full-time (or part-time) corporate governance
unit or personnel to be in charge of corporate
governance affairs (including but not limited to
furnishing information required for business
execution by directors and supervisors, han-
dling matters relating to Board of Directors
meetings and shareholders meetings according
to laws, handling corporate registration and
amendment registration and producing minutes
of Board of Directors meetings and sharehold-
ersmeetings)?









On February 21, 2023, the Board of Directors approved
the establishment of a Corporate Governance Officer to
be responsible for corporate governance related mat-
ters.


No significant deviation.
V. Has the Company established a communication
channel for the stakeholders (including but not
limited to shareholders, employees, customers
and suppliers), set a shareholder section on the
Company’s website, and responded to the
stakeholders regarding their concerns over the
material issues on corporate social responsibil-
ities?






The Company has established a teamwork structure ac-
cording to different departments and positions, com-
municated with stakeholders of relevant business (in-
cluding banks, customers and suppliers), and disclosed
the phone numbers of the spokesperson, deputy
spokesperson and stock service agents on MOPS as
communication channels. We have also established a
stakeholdersectiononthe Company’s website.




No significant deviation.
VI. Does the Company commission a professional The Stock Transfer Department Department of the No significant deviation.

20

Evaluation item Operation status (Note) Operation status (Note) Operation status (Note) Deviations from the Corpo-
rate Governance Best Prac-
tice Principles for
TWSE/TPEx Listed Compa-
nies, andreasons thereof
Yes No Summary
stock service agent to deal with the matters of
shareholders’ meetings?
President Securities Corporation is the stock service
agent ofthe Company.
VII. Disclosure of information
(I) Has the Company established a website for dis-
closure of finance, business, and corporate gov-
ernance information?
The Company has established a website to disclose in-
formation related to financial business and corporate
governance.
The
link
of
the
website
is:
http://luxe.com.tw.


The Company has recon-
struct our website and im-
prove the disclosure of re-
lated information in near fu-
ture.
(II) Has the Company adopted other means to dis-
close information (e.g., English website, desig-
nation of specific personnel to collect and dis-
close corporate information, implementation of
a spokesperson system, disclosure of investor
conferences on the Company’s website)?


The Company has appointed different personnel to col-
lect and disclose our information according to business
types. We have also developed a spokesperson system
and reported it in compliance with laws, and linked our
financial information to MOPS. We will improve dis-
closures on our English website in consideration of the
actual needsinourbusiness operations.




No significant deviation.
(III) Has the Company announced and reported an-
nual financial statements within two months af-
ter the end of a fiscal year, and announced and
reported Q1, Q2, Q3 financial statements and
the operation status of each month in advance
ofthe prescribed deadline?


The Company had announced and reported financial
statements for each term within the prescribed period
and had not done so in advance as mentioned in the col-
umn on the left.


We will assess the possibility
of announcing annual finan-
cial statements in advance ac-
cording to future operation
status.
VIII.Does the Company have other information that
enables a better understanding of the Compa-
ny's corporate governance practices (including
but not limited to employee rights, employee
care, investor relations, supplier relations,
stakeholders’ rights, continuing education of
directors/supervisors, implementation of risk
management policies and risk assessment
standards, implementation of customer poli-
cies, and insuring against liabilities of Compa-
ny's directors and supervisors)?







(I) The Company has implemented protection of em-
ployee rights in line with laws.
(II) The Company’s Employee Welfare Committee has
played its role and implemented employee care.
(III)The Company has designated personnel to com-
municate with investors and announce real-time
important information of the Company. By doing
so, the Company secures the protection of investor
rights.
(IV)The Company has developed long-term collabora-
tion with suppliers for mutual benefits; we’ve
maintained close relationship and worked together
perfectly.
(V) Stakeholders’ rights: The Company has ensured the
stakeholders’ rights and directors’ recusal from
proposals involving any possible conflict of inter-
est under the laws and regulations.
(VI)Continuing education of directors/supervisors: The
Company irregularly notifies the directors and su-
pervisors about securities regulation amendments
and provides relevant information. We’ve also con-
ducted continuing education in line with the regu-
lations of the competent authority.
(VII)Risk management policies, practices, and risk as-
sessment standards: The Company has established
internal policies pursuant to laws, and performs
risk management and assessment accordingly.
(VIII)Implementation of customer policies: The Com-
pany maintains smooth communication channels
between ourselves and customers; the implementa-
tion status remains well.
(IX)The Company has taken out insurance against lia-
bilities for our directors and supervisors to reduce
and diversify the risk of material damage to the
Company and the shareholders caused by the direc-
tors’ faulty orcareless behavior.















No significant deviation.
IX. Please describe the improvements made based on the latest corporate governance evaluation result announced by the Corporate Governance Center
of TWSE in the most recent year, and the prioritized improvements and measures for the areas to be improved. (There is no needed to be described
forthe companies that arenotincludedinthe evaluation): Not applicable.

Note: The operation status shall be described in the summary column no matter whether “yes” or “no” is selected.

21

  • (4) If the Company has a remuneration committee, its formation, responsibilities, and operation shall be disclosed:

The Company has set up the Remuneration Committee to make assessment of the remuneration to directors, supervisors and managerial officers of the Company, and provided the Board of Directors with the assessment result as a reference for evaluating the performance of the above personnel and determining their remuneration.

(A) Information on Remuneration Committee members is listed in the table below:

Mem-
ber
Type
Criteria
Name

Whether this person has more than
five years of work experience and
the following professional qualifica-
tions

Whether this person has more than
five years of work experience and
the following professional qualifica-
tions

Whether this person has more than
five years of work experience and
the following professional qualifica-
tions
Compliance with independence requirements (Note 2) Compliance with independence requirements (Note 2) Compliance with independence requirements (Note 2) Compliance with independence requirements (Note 2) Compliance with independence requirements (Note 2) Compliance with independence requirements (Note 2) Compliance with independence requirements (Note 2) Compliance with independence requirements (Note 2) Number of
other pub-
lic compa-
nies where
the mem-
ber also
serves in a
Remuner-
ation
Commit-
tee
Lecturer or
higher
level in-
structor at
a public or
private col-
lege or uni-
versity in
business,
law, fi-
nance, ac-
counting or
other fields
related to
the busi-
ness of the
Company



Judge, public
prosecutor,
attorney at
law, CPA, or
other profes-
sionals li-
censed by na-
tional exams
that are perti-
nent to the
operation of
the Company
Work
experi-
ence in
busi-
ness,
law, fi-
nance,
account-
ing, or
other ar-
eas re-
quired
for the
business
of the
Com-
pany

1
2 3 4 5 6 7 8 9 10
Inde-
pendent
director
Chao-Lai
Chen
None
Inde-
pendent
director
Tung-Han
Yang
None
Others Hsien-
Chang
Lin
None

Note 1: Please fill in “director,” “independent director” or “others” for member type.

Note: Place a “  ” in the box below if each member meets the following conditions at any time during active duty and two years prior to the date elected.

(1) Not an employee of the Company or our affiliates.

(2) Not a director or supervisor of the Company or our affiliates (except for an independent director of the Company, or the parent of the Company, or a subsidiary in which the Company directly or indirectly holds more than 50% voting shares).

(3) Not the person, the spouse and minor children (or in the name of others) who hold more than 1% of total issued shares of the Company or one of the Top 10 shareholders who are natural persons.

(4) Not a spouse, a relative within the second degree of kinship, or a relative within the third degree of lineal kinship of any of the parties mentioned in previous three paragraphs.

(5) Not a director, supervisor or employee of an corporate shareholder holding more than 5% of the issued shares of the Company, or of the Top 5 corporate shareholders.

(6) Not a director, supervisor, managerial officer, or shareholder holding more than 5% of the issued shares of a specific company or institution having business or financial transactions with the Company.

(7) Not a professional, proprietor, partner, company or the owner, partner, director, supervisor, managerial officer or spouse of the professional consulting entities providing services or consultation in business, law, finance, accounting and other for the Company or our affiliates.

(8) None of the circumstances under Article 30 of the Company Act applies to the person.

Note 3: If the member is a director, the compliance with Paragraph 5, Article 6 of the “Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Stock Exchange or Traded Over the Counter” shall be specified.

22

(B)The operation of the Remuneration Committee:

I.The Remuneration Committee of the Company is comprised of 3 members.

II.Duration of service for the current (5th) term: The duration of current members’ services is from July 1, 2022 to June 20 2025, the Remuneration Committee held 1 meeting (A) in 2023. The qualifications of the members and their attendance to the meetings are as follows: (C) The qualifications of the members and their attendance to the meetings are as follows:

Title Name Actual number
of presence (B)
Number of
presence by
proxy
Actual presence
rate(%)
(B/A)(Note)
Remarks
Convener Chao-Lai
Chen
1 0 100% Due to the general re-election of
directors, the Board of Directors
reappointed the current remuner-
ation members on July 1, 2022.
Member Shuang-Hsi
Tsou
0 0 0%
Member Hsien-
ChangLin
1 0 100%
Other items to be stated: None.
I.
If the Board of Directors does not adopt or revise the suggestions of the Remuneration Committee, the date, term and
proposal of the Board of Directors meeting, the Board of Directors resolution and actions taken by the Company on
the Remuneration Committee’s opinions shall be specified (if the amount of remuneration adopted by the Board of
Directors is higher than that suggested by the Remuneration Committee, the differences and reasons must be indi-
cated): None.
II.
For any resolution of the Remuneration Committee for which dissent or reservation is expressed by any of the mem-
bers and recorded in the minutes or a written statement, the date, term and proposal of the Remuneration Committee
meeting, opinions of all members and actions taken on such opinions shall be specified: None.
  • Note: (1) Where a Remuneration Committee member resigned before the end date of the year, the date of resignation shall be specified in the Remarks column, and the actual presence rate (%) shall be calculated based on the number of Remuneration Committee meetings and his/her actual number of presence during the period on board.

  • (2) Where the Remuneration Committee members were re-elected before the end date of the year, the new and former members shall both be specified, and the status of the members (resigned, newly elected or re-elected) and the date of re-election shall be indicated in the Remarks column. The actual presence rate (%) shall be calculated based on the number of the Remuneration Committee meetings and the actual number of the presence during the period on board.

(VI)Thepractice of corporate social responsibility (VI)Thepractice of corporate social responsibility (VI)Thepractice of corporate social responsibility (VI)Thepractice of corporate social responsibility (VI)Thepractice of corporate social responsibility
Evaluation item Operation status (Note1) Deviations from the Corpo-
rate Social Responsibility
Best Practice Principles for
TWSE/TPEx Listed Compa-
nies and theReasons therefor
Yes No Summary (Note 2)
I.
Does the Company conduct risk assessment
for environmental, social and corporate gov-
ernance issues related to the Company’s oper-
ations in accordance with the materiality prin-
ciple, and formulate relevant risk manage-
ment policies or strategies? (Note 3)
The Company has not established relevant risk
management policies or strategies. However, we
have established the CSR best practice princi-
ples and been compliant with the corporate gov-
ernance related laws and regulations. The Com-
pany upholds operational safety as a premise,
pursues the balance between profits and risks,
and protects the rights of all shareholders, credi-
tors and employees. The Company also reviews
the effectiveness of implementation appropri-
ately.





The Company will establish
relevant risk management
policies or strategies appro-
priately in the future.
II.
Does the Company have a dedicated (concur-
rent) unit that promotes corporate social re-
sponsibility? Does the Board of Directors au-
thorize the management to handle relevant
matters? Are handling results reported to the
Board of Directors?
The Company has not established a dedicated
(concurrent) unit for corporate social responsi-
bility.
The Company will establish
relevant unit appropriately in
the future.
III. Environmental issues
(I) Does the Company have an appropriate envi-
ronmental management system established in
accordance with its industrial characteristics?
In recent years, the Company has been dedicated
to the green energy industry of solar power gen-
eration. In addition to building solar power
plants for customers, the Company has also built
its own solar power plants to contribute to the
environmentalprotectionofthe earth.




There is no significant devia-
tion from Corporate Social
Responsibility Best Practice
Principles for TWSE/TPEx
Listed Companies.
(II) Is the Company committed to enhance the
utilization efficiency of resources and use re-
newable materials that have low impact on
the biological material?
The Company has set up resource recycle and
waste sorting facilities in all offices and facto-
ries to enhance the utilization efficiency of all
resources.
There is no significant devia-
tion from Corporate Social
Responsibility Best Practice
Principles for TWSE/TPEx
Listed Companies.
(III) Does the Company assess the current and fu-
ture risks and opportunities which climate
change potentially brings to the Company,
The Company follows the environmental laws
and policies of the government, implements
waste sorting to improve recycle and reuse rate,
and disseminates energysaving.
There is no significant devia-
tion from Corporate Social
Responsibility Best Practice

23

Evaluation item Operation status (Note1) Operation status (Note1) Operation status (Note1) Deviations from the Corpo-
rate Social Responsibility
Best Practice Principles for
TWSE/TPEx Listed Compa-
nies and theReasons therefor
Yes No Summary (Note 2)
and adopt climate change related counter-
measures?
Principles for TWSE/TPEx
Listed Companies.
(IV) Does the Company make statistics of the
greenhouse gas emissions, water consump-
tion and total waste weight in the past two
years?
Does the Company have policies for energy
saving and carbon reduction, reduction of
greenhouse gas emissions, reduction of water
consumption or other waste management pol-
icies?
All kinds of waste produced by the Company
have been recovered by qualified company in
accordance with laws and regulations. Moreo-
ver, for many years, the Company has been
dedicated to the R&D of products that can im-
prove utilization efficiency of renewable en-
ergy, as well as the integration of the system
engineering (such as solar power and small
wind turbines). These can help save energy, re-
duce carbonand protect the environment.
The Company will enhance
relevant matters and manage-
ment policies appropriately in
the future.
IV. Social issues
(I) Does the Company have management poli-
cies and procedures in accordance with rele-
vant regulations and international human
rights conventions?
The Company has established work rules and
management guidelines according to labor re-
lated laws and regulations to protect the em-
ployees’ legal rights. No employee has received
differential treatment or discrimination for their
race, class, nationality, religion, age, gender,
disability, marriage, pregnancy, and sexual and
socialorientation.

There is no significant devia-
tion from Corporate Social
Responsibility Best Practice
Principles for TWSE/TPEx
Listed Companies.
(II) Does the Company establish and implement
reasonable employee benefit measures (in-
cluding remuneration, leave and other bene-
fits)?
Is the operating performance or results
properly reflected in the remuneration for em-
ployees?
The Company regulates employee leaves in ac-
cordance with the Labor Standards Act. We’ve
set up the Employee Welfare Committee, pro-
vided employee welfare, and reflected the oper-
ating performance or results properly in the re-
muneration for employees according to the pro-
cedures of internal control system and payroll
and personnel cycle.
There is no significant devia-
tion from Corporate Social
Responsibility Best Practice
Principles for TWSE/TPEx
Listed Companies.
(III) Does the Company provide employee with a
safe and healthy work environment, and pro-
vide safety and health education to employees
regularly?

The Company regularly conducts training on
fire safety, disseminates knowledge about it,
cooperates with medical institutions and pro-
vides health check-ups for employees, and for-
bids smoking to build a healthy environment in
the workplace. We also balance the physical
and mental development of employees by set-
ting up clubs and organizations, holding club
activities on a regular basis, and inviting em-
ployees’ families to the activities.
There is no significant devia-
tion from Corporate Social
Responsibility Best Practice
Principles for TWSE/TPEx
Listed Companies.
(IV) Does the Company have effective programs
for development and training regarding em-
ployees’ career skills?
The Company has arranged continuing educa-
tional or training projects and courses for the
personnel (e.g. quality control and accounting
managers as well as audit personnel).
There is no significant devia-
tion from Corporate Social
Responsibility Best Practice
Principles for TWSE/TPEx
Listed Companies.
(V) Does the Company conform to the relevant
regulations and international standards with
respect to customer health and safety, cus-
tomer privacy, marketing and labeling for
products and services? Does the Company es-
tablish the relevant consumer rights protec-
tionpolicies and complaint procedures?
In addition to establishing the “Procurement
Management Guidelines” and “Supplier Man-
agement Guidelines”, the Company has ob-
tained the 401 original manufacturer certifica-
tion from the Ministry of Economic Affairs and
has been certified as a qualified supplier of
23KV GIS.
There is no significant devia-
tion from Corporate Social
Responsibility Best Practice
Principles for TWSE/TPEx
Listed Companies.
(VI) Does the Company have a supplier manage-
ment policy that requires suppliers to comply
with the regulations concerning environmen-
tal protection, occupational safety and health
or labor rights? What’s the status of its imple-
mentation?
The Company conducts assessment before col-
laborating with the suppliers according to the
supplier management policy, follows relevant
laws and regulations with the suppliers, and de-
votes ourselves to enhancing the corporate so-
cial responsibility.
There is no significant devia-
tion from Corporate Social
Responsibility Best Practice
Principles for TWSE/TPEx
Listed Companies.
V. Does the Company use internationally ac-
cepted report preparation standards or guide-
lines as a reference in compiling the CSR re-
port and other reports disclosing non-finan-
cial information of the Company?
Are assurance or guarantee opinions acquired
from any third-party verifying entity for the
aforementionedreports?
The Company has not prepared any corporate
social responsibility report; we will prepare it
appropriately according to regulations in the fu-
ture.
The Company will make
preparations appropriately ac-
cording to regulations in the
future.
VI. In the event that the Company has established corporate social responsibility best practice principles in accordance with the “Corporate
Social Responsibility Best Practice Principles for TWSE/TPEx Listed Companies”, please describe the deviations between the current
practices and
the established principles:

24

Evaluation item Operation status (Note1) Operation status (Note1) Operation status (Note1) Deviations from the Corpo-
rate Social Responsibility
Best Practice Principles for
TWSE/TPEx Listed Compa-
nies and theReasons therefor
Yes No Summary (Note 2)
The Company has established Ethical Corporate Management Best Practice Principles, and Procedures for Ethical Management and Guide-
lines for Conduct based on the “Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies”, and imple-
mented themgradually and systematicallyinconsiderationofthe operational needs.Therehasno significant deviation fromthePrinciples.
VII. Other information useful for understanding of the implementation of the corporate social responsibility:
In recent years, the Company has been dedicated to research and development, and has been contracted to integrate power systems for
environmentally friendly renewable energy (e.g., wind power and solar photovoltaic), and has also built its own solar power plant to
contribute to theEarth's environmentalprotectionand contribute to social responsibility suchas energy conservationand carbon reduction.
Note 1: The operation status shall be described in the summary column no matter whether “yes” or “no” is selected.

Note 2: If having prepared a corporate social responsibility report, the Company may specify the method and index for query of the report as an alternative for the summary description.

(VI)Implementationofethical management
Evaluation Items Operation status (Note) Deviations from “Ethical
Corporate Management
Best Practice Principles
for TWSE/TPEx Listed
Companies”
andreasons thereof
Yes No Summary
I.
Development of ethical management policies and
programs
(I) Does the Company have an honest management
policy approved by the Board of Directors, and
does it state in its bylaws and external documents
its honest management policy and practices, as
well as the commitment of the Board of Directors
and senior management to actively implement the
management policy?







The Company has established the “Ethical Cor-
porate Management Best Practice Principles,”
“Procedures for Ethical Management and
Guidelines for Conduct,” and “Code of Ethical
Conduct” for the employees to follow.
There is no significant
deviation from Corporate
Social Responsibility
Best Practice Principles
for TWSE/TPEx Listed
Companies.
(II) Has the Company established an assessment
mechanism for the risk of dishonesty behaviors?
Does the Company regularly analyze and assess
business activities with a higher risk of dishonesty
in the business scope, and formulate a plan to pre-
vent dishonesty conduct, which at least covers the
acts specified in Paragraph 2, Article 7 of the “Eth-
ical Corporate Management Best Practice Princi-
plesfor TWSE/TPEx Listed Companies”?





The Company has established regulations, such
as the “Ethical Corporate Management Best
Practice Principles,” “Procedures for Ethical
Management and Guidelines for Conduct,” and
“Code of Ethical Conduct,” and irregularly ex-
plained and disseminated them at meetings for
employees to follow.
The Company will take
actions according to ac-
tual needs and relevant
laws. There is no signifi-
cant deviation.
(III) Does the Company specify the operating proce-
dures, conduct guidelines, disciplinary and griev-
ance systems for non-compliance in its dishonesty
prevention program, and implement them, and reg-
ularly review and revise the previously disclosed
program?


In the “Ethical Corporate Management Best
Practice Principles,” “Procedures for Ethical
Management and Guidelines for Conduct,” and
“Code of Ethical Conduct,” the Company has
explicitly forbidden behaviors such as bribery
and illegal political donations. Punishment will
be imposed according to the regulations if any
violation isfound.
The Company will take
actions according to ac-
tual needs and relevant
laws. There is no signifi-
cant deviation.
II.
Implementation of ethical management
(I) Does the Company evaluate the integrity records
of its counterparties and specify the integrity terms
in the contracts it signs with them?


The Company performs credit checking on
counterparties, and fulfills the contracts signed
with the counterparties in a business relation-
ship to implement the idea of ethical manage-
ment.
No significant deviation.
(II) Does the Company have a dedicated unit under the
Board of Directors to promote honest corporate
management and report regularly (at least once a
year) to the Board of Directors on its policies on
honest management and plans to prevent dishonest
practices andmonitortheir implementation?




The Company has not set up a dedicated unit in
charge of promotion of our corporate ethical
management; however, any complaint about vi-
olations of the ethical management principles
can be filed immediately and directly to the
President.
The Company will take
actions, if needed, ac-
cording to relevant laws.
(III) Does the Company have a policy to prevent con-
flict of interest, provide appropriate channels for
presentation, and implement it?

The Company has established regulations, such
as the “Ethical Corporate Management Best
Practice Principles,” “Procedures for Ethical
Management and Guidelines for Conduct,”
“Employee Work Rules,” “Code of Ethical
Conduct” and “Insider Trading Prefention Reg-
ulations”, and set up opinion mailboxes and
otherchannels.
There is no deviation
from the Corporate Social
Responsibility Best Prac-
tice Principles for
TWSE/TPEx Listed
Companies.
(IV) Does the Company have an effective accounting
system and internal control system for the imple-
mentation of honest management, and has an in-
ternal audit unit prepare an audit plan based on the
assessment results of the risk of dishonest acts, and



The Company has established effective ac-
counting and internal control systems, and set
up an internal audit unit to prepare relevant au-
dit plans to audit the compliance with the un-
ethical conduct prevention plans.
There is no significant
deviation from Corporate
Social Responsibility
Best Practice Principles
for TWSE/TPEx Listed
Companies.

25

Evaluation Items Operation status (Note) Operation status (Note) Operation status (Note) Deviations from “Ethical
Corporate Management
Best Practice Principles
for TWSE/TPEx Listed
Companies”
andreasons thereof
Yes No Summary
check the compliance of the dishonest act preven-
tion plan accordingly, or has an accountant been
appointed to performthe audit?
(V) Does the Company organize internal or external
education and training on a regular basis to main-
tain ethical management?
The Company has not organized internal or ex-
ternal education and training on a regular basis
to maintain ethical management. Since the
foundation of the Company, the Board of Di-
rectors and the management team have upheld
the idea of and followed the principles of hon-
est and robust operation, and further made rele-
vant declaration and implementation at all
meetings.
The Company will take
actions according to ac-
tual needs.
III. Operation of the whistleblower reporting system
(I) Does the Company have a specific whistleblower
reporting and rewarding system, and has it estab-
lished a channel to facilitate reporting and as-
signed appropriate staff to receive reports on the
subject?
The Company has not set up a specific whistle-
blower reporting and rewarding system. How-
ever, the employees may report or file a com-
plaint to the President with the help of the de-
partment head. The Company will then desig-
nate appropriate personnel to deal with the re-
ported matters while ensuring that the whistle-
blower will not receive inappropriate punish-
mentforwhistleblowing.
The Company will take
actions according to ac-
tual needs.
(II) Does the Company have standard operating proce-
dures for investigation of whistleblowing cases,
follow-up measures to be taken after the comple-
tion of the investigation and the relevant confiden-
tialitymechanism?
Same as the above. The Company will take
actions according to ac-
tual needs.
(III) Has the Company adopted any measures to protect
whistleblowers from being improperly treated due
to whistleblowing?

Same as the above. No significant deviation.
IV. Enhancement of information disclosure
Has the Company disclosed the Ethical Corporate
Management Best Practice Principles and imple-
mentation results on the website and MOPS?
The Company has established the “Ethical
Corporate Management Best Practice Princi-
ples” and “Procedures for Ethical Manage-
ment and Guidelines for Conduct” for the
employees tofollow.
The Company's website
has been redesigned and
will be updated with rele-
vant information.
V. If the Company has established ethical corporate management best practice principles based on the “Ethical Corporate Management Best
Practice Principles for TWSE/TPEx Listed Companies,” please describe any difference between the current practices and the established
principles:
The Company has established the “Ethical Corporate Management Best Practice Principles” and implemented them gradually and system-
aticallyinconsiderationofthe operational needs.Therehasno significant deviation fromthePrinciples.
VI. Other important information that is helpful to understand the implementation of the ethical corporate management: (e.g. reviews and
amendments of the Ethical Corporate Management Best Practice Principles established by the Company)
The Company has established the Ethical Corporate Management Best Practice Principles and Procedures for Ethical Management and
Guidelines for Conduct,and made amendments appropriatelyin consideration of operational development.

Note 1: The operation status shall be described in the summary column no matter whether “yes” or “no” is selected.

  • (VII) If the Company has established Corporate Governance Best Practice Principles and relevant regulations, the ways through which they can be searched for shall be disclosed:

The Company has established relevant regulations, such as the “Code of Ethical Conduct,” “Ethical Corporate Management Best Practice Principles” and “Procedures for Ethical Management and Guidelines for Conduct.” When the reconstruction of the Company's website is completed, the regulations may be searched for and viewed on the website.

  • (VIII)Summary of resignation and dismissal of personnel related to the financial statements (including the Chairman, Presidents, Chief Accounting Officer and Internal Chief Auditor) in the most recent year up to the publication date of the prospectuses: None.

  • (IX) Other important information that is helpful to understand the implementation of the corporate governance: None.

26

IV. Information on CPAs’ professional fees

Name of CPA
firm
Name of CPA Audit
fee
(Unit:
NTD
thou-
sand)
Non-audit fee (Unit: NTD thousand) Non-audit fee (Unit: NTD thousand) Non-audit fee (Unit: NTD thousand) Non-audit fee (Unit: NTD thousand) Non-audit fee (Unit: NTD thousand) If the
ver
CPA’s
sthe wh
audit period co-
olefiscalyear
Re-
marks
System de
sign
-
Business
registration
Human
re-
source
Others
(Note)
Subto-
tal
Yes No Audit period
Baker Tilly
Clock & Co
Yin-Lai
Chou
Chia-Yu
Lai
2,000 40 150 190 V January 1,
2022 - De-
cember 31,
2022
Fee item
Breakdown of amount
Fee item
Breakdown of amount
Audit fee Non-audit fee Total
1 Less than NT$2,000 thousand V V
2 NT$2,000 thousand (inclusive) - NT$4,000 thousand V V
3 NT$4,000 thousand (inclusive) - NT$6,000 thousand
4 NT$6,000 thousand (inclusive) - NT$8,000 thousand
5 NT$8,000 thousand (inclusive) - NT$10,000 thou-
sand
6 Over NT$10,000 thousand (inclusive)

Note:

  1. When the percentage of non-audit fees paid to the CPAs, the CPAs' firms and their affiliates is at least one-fourth of the audit fees: None (please refer to the above table).

  2. When the Company changes the CPA firm and the amount of the professional fees paid for auditing services during the year in which the change is made is lower than that for the previous year: None.

  3. When the amount of the professional fees paid for auditing services is lower than that for the previous year by 15% or more: None.

V. Information on change of CPAs: None.

  • (I) Former CPA
Former CPA
ChangeDate Not applicable
Reasons and description of
change
Whether the appointment is
terminated or not accepted by
the client or CPA
Party
Situation

CPA
Client
Voluntary termination of ap-
pointment
Declination of appointment (re-
newal)
Opinions and reasons for issu-
ance of audit reports in the
most recent two years, exclud-
ing unqualified opinions
Not applicable
Any differences in opinions be-
tween CPA and issuer
Yes Accounting principle orpractice
Disclosure of financial statements
Audit scope or step
Others
None
Description
Other disclosures Not applicable

27

(II) Succeeding CPA Succeeding CPA
Name ofCPA firm Not applicable
Name of CPA
Date ofappointment
Matters and results of the con-
sultation on accounting treat-
ment methods or accounting
principles for specific transac-
tions and possible issuance of
financial statements prior to the
appointment

Not applicable
Written opinions of the suc-
ceeding CPA on the matters re-
garding which the former CPA
has expressed dissent
Not applicable

(III) The former CPA's written response to the matters in Article 10(5)(1) and (2)(c) of the Guidelines: Not applicable.

VI. The Company’s Chairman, Presidents, or managerial officers responsible for handling financial or accounting affairs who held a position in a firm of the CPA or any of its affiliates in the most recent year: None.

28

VII. Transfer of equity and changes in pledge of equity conducted by directors, supervisors, managerial officers, and shareholders holding more than 10% of the shares in the most recent year up to the publication date of this annual report:

  • I. Details of equities changed by directors, supervisors, managerial officers, or shareholders holding more than 10% of the shares:
Unit: share Unit: share Unit: share Unit: share Unit: share Unit: share
Title Name FY2021 FY2022 As of March 27,2023
Increase (de-
crease) in
shares held
Increase
(decrease)
in shares
pledged
Increase (de-
crease) in
shares held
Increase
(decrease)
in shares
pledged
Increase (de-
crease) in
shares held
Increase (de-
crease) in
shares
pledged
Corporate di-
rector
Quintain Steel Co.,Ltd. -
1,922,688

-

-

-
Representative: Hsie-Chia
Chen
-
-

-

-

-

-
Corporate di-
rector
Chia Chi SDRY Enterprise
Co.,Ltd.
1,046,160
-

395,329

-

-

1,200,000
Representative: Chieh-Jen
Chen)
-
-

-

-

-

-
Corporate di-
rector
Pao Li Tou Investment
Co.,Ltd.
943,738
-

-

-
Representative: Chin-Lung
Liu
-
-

-

-

-

-
Corporate di-
rector
Chateau International De-
velopment Co.,Ltd.
180,670
Representative: Kuo-Fang
Yu
-
-

-

-
Director Pin-ChunChen -
-

-

-
Director Chia-YungCheng 39,918
-

-
Director Fu-Tsai Liu -
-

92,400
-
-

-
Director Ming-Chieh Hsu -
-

-

-

-

-
Independent
director
Chao-Lai Chen -
-

-

-

-

-
Independent
director
Shuang-Hsi Tsou -
-

-

-

-

-
Independent
director
Tung-Han Yang -
-

-

-

-

-
President Pang-Kuan Yang (resigned
on August 31,2022)
103,885
-

-

-

-

-
President Hsie-Chia Chen ( new on
September 1,2022)
-
-

-

-

-

-
Vice President Chun-Hsiang Teng (new
on May 9,2022)
-
-

-

-

-

-
VicePresident Shih-Chang Chien 32,100 -
2,100
-
-

-

Note: The directors and independent directors of the Company were fully re-elected at the annual general meeting of shareholders on June 21, 2022.

II. The counterparties of equity transfers being related parties: None.

III. The counterparties of equity pledges being related parties: None.

29

VIII. Information on the mutual relationship of the Top 10 shareholders in terms of proportion of shareholding if they are a related party, spouse, or a relative within the second degree of kinship referred to in SFAS No.6

(Shares Unit: Shares)Information Date: March 27,2023 (Shares Unit: Shares)Information Date: March 27,2023 (Shares Unit: Shares)Information Date: March 27,2023 (Shares Unit: Shares)Information Date: March 27,2023 (Shares Unit: Shares)Information Date: March 27,2023 (Shares Unit: Shares)Information Date: March 27,2023 (Shares Unit: Shares)Information Date: March 27,2023 (Shares Unit: Shares)Information Date: March 27,2023 (Shares Unit: Shares)Information Date: March 27,2023
Name Shares held Shareholdings
of spouse and
minor children


Shareholdings
in the name of
others


The title or name and relation-
ship of the Top 10 shareholders
having a mutual relationship as
a related party, spouse or a rela-
tive within the second degree of
kinship

Re-
marks
Shares Sharehold-
ing ratio
Shares
Share-
hold-
ing
ratio
Share
s
Share-
holding
ratio

Title (or name)
Relationship
Quintain Steel Co., Ltd. 14,603,953
10.03%
- -
-

-
Since She Co.,
Ltd
Subsidiary -
Responsible person: Chen-Tse
Wang
-
-
- - - - - - -
Concord International Securi-
ties Co., Ltd.
14,323,009
9.84%
- -
-

-
Pao Li Tou In-
vestment Co.,
Ltd.
Corporate di-
rector
-
Responsible person: Wen-Tsu
Wang
-
-
- - - - - - -
HsiaTi Investment Co.,Ltd. 10,395,959 7.14% - - - - - -
Responsible person: Chia-
Yung Cheng
610,189
0.004%
- - - - - -
Asahi Enterprises Corp. 8,473,450
5.82%
- - - - - -
Responsible person: Chung-
HsienChen
-
-
- - - - Mi-Chuan Chen Second-degree
relative
Pao Li Tou Investment Co.,
Ltd.
8,301,575
5.70%
- - - - - - -
Responsible person: Mi-Chuan
Chen
-
-
- - - - Chung-Hsien
Chen
Second-degree
relative

-
Chia Chi SDRY Enterprise
Co.,Ltd.
6,042,890
4.15%
- - - - - -
Responsible person: Nien-
Chen Hsueh
-
-
- - - - - -
Chun-Hao Hu 4,238,270
2.91%
- - - - - - -
CITI PRIVATE BANK Europe
S

3,306,760

2.27%
- - - - - - -
Wen-AnChang 3,089,090 2.12% - - - - - - -
Since She Co., Ltd. 2,943,968
2.02%
- - - - Quintain Steel
Co.,Ltd.
Parent com-
pany
-
Responsible person:Cheng-
ChengHsieh
-
-
- - - - - - -

Note 1:The Top 10 major shareholders shall all be specified. For corporate shareholders, their names and the names of their representatives shall be listed separately.

Note 2:The shareholding ratio is calculated based on the shares held by the person and his/her spouse or minor children, or held by the person under others’ names.

Note 3:The relationships between the aforementioned shareholders, including juridical and natural persons, shall be disclosed.

30

IX. The total number of shares held in the same invested business by the Company and the directors, supervisors and managerial officers thereof, and any companies controlled either directly or indirectly by the Company, and the comprehensive shareholding ratio is calculated in a consolidated manner


holding ratio

is calculated in a consolidated manner

is calculated in a consolidated manner

is calculated in a consolidated manner

is calculated in a consolidated manner

is calculated in a consolidated manner

is calculated in a consolidated manner
Unit: thousand shares; % (as of December31,2022)
Invested business
(Note)
Investment of the Company Investment of directors, supervi-
sors, managerial officers and di-
rectly or indirectly controlled
business

Comprehensive Investment
Shares Shareholding
ratio
Shares Shareholding
ratio
Shares Shareholding
ratio
Le Hua Investment Co., Ltd. 2,000 100% 0 0% 2,000 100%
Luxe Solar Energy Co., Ltd. 500 100% 0 0% 500 100%
Sen-Hsin Energy Co.,Ltd. 66,900 100% 0 0% 66,900 100%
Chin Lai International Devel-
opment Co., Ltd.
18,000 100% 0 0% 18,000 100%
Kai Shih Energy Co., Ltd. 255 51% 0 0% 255 51%
Wan Chuan Construction
Co.,Ltd.
6,300 52.5% 0 0% 6,300 52.5%

31

Four.Fundraising Status

I. Capital and shares

  • (I) Capital sources

  • Capitalization process

Year and month Issue
price
(NTD)
Authorized capital Authorized capital Paid-in capital Paid-in capital Remarks Remarks Remarks Remarks Remarks
Shares
(share)
Amount
(NTD)
Shares
(share)
Amount
(NTD)
Capitalsources Invest-
ment by
property
other
than cash
Others
Follow-on
offering
Capitalization of earnings
and employee dividend
Capitalization
of capital re-
serves
Earnings Employee
dividend
May 1978
Establishment registra-
tion
10 300,000
3,000,000

300,000

3,000,000

3,000,000
Fully paid
contribution



-
- - - -
January1981 10 1,200,000
12,000,000

1,200,000

12,000,000

9,000,000

-
- - - -
September 1984 10 1,600,000
16,000,000

1,600,000

16,000,000

4,000,000

-
- - - -
April 1985 10 2,000,000
20,000000

2,000,000

20,000,000

4,000,000

-
- - - -
August 1986 10 3,500,000
35,000,000

3,500,000

35,000,000

15,000,000

-
- - - -
November 1988 10 5,000,000
50,000,000

5,000,000

50,000,000

15,000,000

-
- - - -
November 1989 10 8,000,000
80,000,000

8,000,000

80,000,000

30,000,000

-
- - - -
November 1990 10 12,000,000
120,000,000

12,000,000

120,000,000

16,000,000

16,000,000

-
8,000,000
-
-
September 1993 13 16,200,000
162,000,000

16,200,000

162,000,000

30,000,000

12,000,000

-
- - -
October 1994 10 19,440,000
194,400,000

19,440,000

194,400,000

-
22,680,000
-
9,720,000
-
-
June 1997 20 32,000,000
320,000,000

32,000,000

320,000,000

75,162,150

48,600,000

1,837,850

-
- Note 1
August 1998 10 38,600,000
386,000,000

38,600,000

386,000,000

-
32,000,000
2,000,000

32,000,000

-
Note 2
September 1999 18 55,760,000
557,600,000

55,760,000

557,600,000
130,000,000
38,600,000

3,000,000

-
- Note 3
October 2000 10 67,272,000
672,720,000

67,272,000

672,720,000

-
55,760,000
3,600,000

55,760,000

-
Note 4
September 2001 10 71,308,320
713,083,200

71,308,320

713,083,200

-
13,454,400
-
26,908,800
-
Note 5
October 2002 10 74,873,736
748,873,736

74,873,736

748,873,736

-
21,392,496
-
14,261,664
-
Note 6
April 2005 10 150,000,000
1,500,000,000

75,461,971

754,619,710

-
- - - - Note 7
May2005 10 150,000,000
1,500,000,000

86,132,549

861,325,490

-
- - - - Note 8
August 2005 10 150,000,000
1,500,000,000

86,156,078

861,560,780

-
- - - - Note 9
November 2005 10 150,000,000
1,500,000,000

88,909,017

889,090,170

-
- - - - Note
10
July 2006 10 150,000,000
1,500,000,000

92,214,897

922,148,970

-
- - - - Note
11
May 2007 10 200,000,000
2,000,000,000

100,485,429

1,004,854,290

-
- - - - Note
12
August 2007 13.2 200,000,000
2,000,000,000

150,485,429

1,504,854,290
500,000,000 Note
13
September 2007 10 200,000,000
2,000,000,000

159,650,099

1,596,500,990
Note
14
December 2007 10 250,000,000
2,500,000,000

159,708,922

1,597,089,220
Note
15
April 2010 4 250,000,000
2,500,000,000

209,708,922

2,097,089,220
500,000,000 Note
16
November 2011 3.46 350,000,000
3,500,000,000

249,708,922

2,497,089,220
400,000,000 Note
17
November 2014 2.67 350,000,000
3,500,000,000

299,708,922

2,997,089,220
500,000,000 Note
18
February 2017 1.20 600,000,000
6,000,000,000

599,708,922

5,997,089,220
3,000,000,00
0
Note
19
November 2018 10 600,000,000
6,000,000,000

65,967,982

659,679,820
Note
20
September 2019 11 600,000,000
6,000,000,000

95,967,982

959,679,820
300,000,000 - - - Note
21
September 2021 12.6 600,000,000
6,000,000,000

135,967,982

1,359,679,820
400,000,000 - - - Note
22
October 2022 10 600,000,000
6,000,000,000

145,485,742

1,454,857,420
95,177,600 Note
23

Note 1: Approved by Letter (1997) Tai-Tsai-Cheng (1) No. 46518 of the Securities and Futures Commission, Ministry of Finance on June 13, 1997. Note 2: Approved by Letter (1998) Tai-Tsai-Cheng (1) No. 67450 of the Securities and Futures Commission, Ministry of Finance on August 3, 1998. Note 3: Approved by Letter (1999) Tai-Tsai-Cheng (1) No. 77855 of the Securities and Futures Commission, Ministry of Finance on September 7, 1999. Note 4: Approved by Letter (2000) Tai-Tsai-Cheng (1) No. 73181 of the Securities and Futures Commission, Ministry of Finance on August 28, 2000. Note 5: Letter (2001)Tai-Tsai-Cheng (1) No. 148017 of the Securities and Futures Commission, Ministry of Finance, dated July 24, 2001. Note 6: Approved by Letter (1999) Tai-Tsai-Cheng-Yi-Tzu No. 09104007 of the Securities and Futures Commission, Ministry of Finance on July 23, 2002. Note 7: Approved by Letter Jing-Shou-Shang-Tzu No. 09401057440 of the Ministry of Economic Affairs on April 7, 2005. Note 8: Approved by Letter Jing-Shou-Shang-Tzu No. 09401091320 of the Ministry of Economic Affairs on May 24, 2005. Note 9: Approved by Letter Jing-Shou-Shang-Tzu No. 09401150220 of the Ministry of Economic Affairs on August 3, 2005. Note 10: Approved by Letter Jing-Shou-Shang-Tzu No. 09401241080 of the Ministry of Economic Affairs on November 29, 2005. Note 11: Approved by Letter Jing-Shou-Shang-Tzu No. 09501168830 of the Ministry of Economic Affairs on August 7, 2006. Note 12: Approved by Letter Jing-Shou-Shang-Tzu No. 09601096220 of the Ministry of Economic Affairs on May 8, 2007. Note 13: Approved by Letter Jin-Guan-Zheng-Yi-Tzu No. 0960050268 of the Financial Supervisory Commission, Executive Yuan on May 31, 2007 Note 14: Approved by Letter Jing-Shou-Shang-Tzu No. 09601222720 of the Ministry of Economic Affairs on September 11, 2007. Note 15: Approved by Letter Jing-Shou-Shang-Tzu No. 09601298270 of the Ministry of Economic Affairs on December 6, 2007. Note 16: Approved by Letter Jing-Shou-Shang-Tzu No. 099010926000 of the Ministry of Economic Affairs on May 10, 2010. Note 17: Approved by Letter Jing-Shou-Shang-Tzu No. 10001269960 of the Ministry of Economic Affairs on November 10, 2011. Note 18: Approved by Letter Jing-Shou-Shang-Tzu No. 10301169920 of the Ministry of Economic Affairs on August 27, 2014. Note 19: Approved by Letter Jing-Shou-Shang-Tzu No. 10601030360 of the Ministry of Economic Affairs on May 16, 2017. Note 20: Approved by Letter Jing-Shou-Shang-Tzu No. 10701137840 of the Ministry of Economic Affairs on November 14, 2018; a reduction of NT$5,337,409,400 in capital to make up accumulated losses.

32

Note 21: Approved by Letter Jing-Shou-Shang-Tzu No. 10801115120 of the Ministry of Economic Affairs on September 12, 2019. Note 22: Approved by Letter Jing-Shou-Shang-Tzu No. 11001175430 of the Ministry of Economic Affairs on September 17, 2021. Note 23: Approved by Letter Jing-Shou-Shang-Tzu No. 11101186970 of the Ministry of Economic Affairs on October 3, 2022.

2. Type of share

Unit: share;March 27,2023 Unit: share;March 27,2023 Unit: share;March 27,2023 Unit: share;March 27,2023
Types of share Authorized capitalstock Remarks
Outstanding shares Unissued shares Total
Registered common
shares
145,485,742 shares 454,514,258 shares 600 thousand
thousand shares
Listed company’s stocks

(II) Shareholder structure

March 27,2023
Shareholder struc-
ture
Quantity
Govern-
ment
agency
Financial in-
stitution
Other corpo-
rate bodies
Individual Foreign in-
stitution and
foreigner
Total
Number ofpeople - 2 50 14,072 24 14,148
Shares held - 1,306 69,820,377 65,204,134 10,459,925 145,485,742
Shareholding ratio
(%)
- 0.001 47.992 44.818 7.189 100

(III) Distribution of equity

Shareholding ratio
(%)
-
0.001
(III) Distribution of equity
Shareholding ratio
(%)
-
0.001
(III) Distribution of equity
47.992 44.818
7.189
100
44.818
7.189
100
44.818
7.189
100
Face valueper share$10;March 27,2023
Shareholding range Number of
shareholders
Shares held Shareholding ra-
tio(%)
1
to
999 shares
5,407 848,066 0.583
1,000
to
5,000 shares
7,115 13,489,814 9.272
5,001
to
10,000 shares
813 6,395,424 4.396
10,001
to
15,000 shares
289 3,534,565 2.429
15,001
to
20,000 shares
142 2,662,302 1.830
20,001
to
30,000 shares
130 3,284,050 2.257
30,001
to
40,000 shares
47 1,673,951 1.151
40,001
to
50,000 shares
44 2,026,09 1.393
50,001
to
100,000 shares
80 5,788,624 3.979
100,001
to
200,000 shares
40 5,712,069 3.926
200,001
to
400,000 shares
12 2,970,232 2.042
400,001
to
600,000 shares
4 1,845,832 1.269
600,001
to
800,000 shares
4 2,792,529 1.919
800,001
to
1,000,000 shares
1 870,980 0.599
Over 1 thousand,001 shares 20 91,591,205 62.955
Total 14,148 145,485,742 100
(IV) List of major shareholders: Top 10 shareholders March 27,2023
Shareholdings
Name of majorshareholder

Holding shares (shares)
Shareholding ratio (%)
QuintainSteelCo.,Ltd. 14,603,953 10.038
ConcordInternationalSecurities Co.,Ltd. 14,323,009 9.845
HsiaTi Investment Co.,Ltd. 10,395,959 7.146
Asahi Enterprises Corp. 8,473,450 5.824
PaoLi TouInvestment Co.,Ltd. 8,301,575 5.706
Chia ChiSDRY Enterprise Co.,Ltd. 6,042,890 4.154
Chun-HaoHu 4,238,270 2.913
CITI PRIVATE BANK Europe S 3,306,760 2.273
Wen-AnChang 3,089,090 2.123
Since She Co.,Ltd. 2,943,968 2.024

(V) Information on market price, net worth, earnings, and dividend per share and related information in the most recent two years

Unit: NTD; thousand shares Unit: NTD; thousand shares Unit: NTD; thousand shares
Item Year 2021 2022
Highest 24.50 35.50

33

Unit: NTD; thousand shares

Item Year Year
2021
2022
Market price per
share
Lowest 14.85 15.35
Average 17.11 20.46
Net worth per
share
Before allocation 12.08 11.41
After allocation 11.18 (Note 4)
Earnings per share Weighted average shares (thousand shares) 109,301 145,553
Earnings per
share
Before adjustment 0.94 0.31
After adjustment 0.94 0.31
Dividends per
share
Cashdividends 0.20 0.25 (Note4)
Bonus share Stock dividend from retained
earnings
0.70 0.285 (Note 4)
Stock dividend from capital
reserve
0.065 (Note 4)
Accumulated unpaid dividend
ROI analysis P/E ratio (Note 1) 16.61 64.51
P/D ratio (Note2) 85.55 81.84(Note4)
Cash dividend yield (Note 3) 1.16% 1.22% (Note 4)

Note 1: P/E ratio = Average closing price per share for the year/Earnings per share.

Note 2: P/D ratio = Average closing price per share for the year/Cash dividend per share.

Note 3: Cash dividend yield = Cash dividend per share/Average closing price per share for the year.

Note 4: Approved by the resolution at the Board of Directors meeting on February 21, 2023; to be determined by the resolution at the shareholders’ meeting on May 24, 2023.

  • (VI) The Company's dividend policy and implementation status

1.Dividend policy of the Company

If having a profit in the final accounting of the year, the Company shall first pay taxes and make up any cumulative losses in accordance with laws, and then set aside 10% of the said earnings as legal reserves, unless such legal reserves reach the amount of the Company’s paid-in capital. Any surpluses remaining shall then be subject to provision or reversal of special reserves, as the laws may require. If there is any residual balance, it shall be, together with the undistributed earnings carried from previous years, used as dividends for shareholders. The Board of Directors shall draft an earnings distribution proposal and submit it to the shareholders’ meeting for approval.

2. Implementation status of dividends

For the 2022 earnings distribution, on February 21, 2023, the Board of Directors of the Company determined upon resolution to distribute cash dividend of NT$ 0.25 per share and share dividend of NT$ 0.35 per share.

  • (VII) The effect of the allocation of bonus shares proposed this year on the Company's operating performance and earnings per share: None.

(VIII)Employee dividend and remuneration to directors and supervisors

  1. The scope of employee dividend and remuneration to directors and supervisors as stated in the Articles of Incorporation:

Profits concluded by the Company in a fiscal year are subject to employee remuneration of no less than 1%, which may be distributed in shares or in cash, upon the resolution of the Board of Directors. Such resolution is based on the suggestion of the Remuneration Committee and shall be approved by a majority of the directors present at a Board of Directors meeting attended by over two-thirds of the total number of directors. The employees receiving the remuneration include those of the Company’s parents or subsidiaries who meet certain requirements set by the Board of Directors. Up to 1% of the aforementioned profit may be distributed as director remuneration based on the suggestion of the Company’s Remuneration Committee and upon the approval of a majority of the directors present at a Board of Directors meeting attended by over two-thirds of the total number of directors. The proposal for distribution of remuneration to employees and directors shall be reported to the shareholders’ meeting. However, if the Company has accumulated loss, an amount used to cover the loss shall be set aside before distribution of the remuneration to employees and directors at the percentages mentioned above.

  1. The basis for calculation of the remuneration to employee and directors, the calculation of the number of shares for the share-based remuneration to employees, and the accounting treatment of any discrepancies between the actually distributed calculated amounts in the current period

If there is a major change in the distributed amount determined at a Board of Directors meeting upon resolution before the approval and publication date of the annual separate financial statements, the annual expenditure set aside shall be adjusted accordingly. If there are any changes in the amount after the approval and publication date of the annual separate financial statements, it shall be handled as a change in accounting estimates, be ad-

34

justed and entered up in accounting of the following year. If employee remuneration is determined to be distributed in shares upon resolution at the shareholders’ meeting, the number of share dividends shall be a result of dividing the determined distribution amount by the fair value per share. The fair value per share refers to the closing price (in consideration of the effects of the ex-dividend and ex-rights) on the day immediately before the resolution date of the Board of Directors.

  1. The distribution of remuneration approved by the Board of Directors:

  2. (1) The amount of the remuneration to employees, directors and supervisors distributed in cash or share: If there is any discrepancy from the estimated amount of the expenses recognized in the year, the discrepancy, the reason for the discrepancy, and the status of the treatment shall be disclosed:

The remuneration to employees and directors of the Company in 2022 was NT$ 456,105 and NT$0 thousand respectively. There was no discrepancy from the estimated amount.

  • (2) The amount of the remuneration to the employees in the form of stocks, and share of that amount as a percentage of the sum of the net income after tax for the current period and total employee remuneration: None.

  • Report of the distribution status and result of remuneration at the shareholders’ meeting:

The Company’s proposal for earnings distribution is to be determined by the resolution at the shareholders’ meeting on May 24, 2023.

  1. The actual distribution status of remuneration to employees, directors and supervisors in the previous year (including the distributed shares, amount, and stock price), and, if there is any discrepancy from the recognized remuneration to employees, directors and supervisors, the discrepancy, the reason for the discrepancy, and the status of the treatment shall be described;

The proposal for earnings distribution of the Company in 2021 was approved by the Board of Directors on April 22, 2022 with the remuneration distributed to employees and directors was NT$1,145,180 and NT$0 thousand, respectively. There was no discrepancy from the estimated amount.

(VIII)Buyback of the Company’s shares: None.

  • V. Issuance of corporate bonds (including overseas corporate bonds): None.

  • VI. Issuance of preferred shares: None.

  • VII. Participation in the issuance of overseas depository receipts: None.

  • VIII. Issuance of employee stock option certificates: None.

  • IX. Status of new restricted employee shares: None.

  • X. Status of mergers and acquisition: None.

  • XI. Issuance of new shares in connection with succession to shares of other companies: None.

35

Five.Operation Overview

I. Business content

  • (I) Business scope

  • Main content of the Company’s business

    • a. Design, manufacturing, installation, and purchase and sales of high and low voltage power receiving and distribution panels, automatic control panels, motor starter panels, and test instruments.

    • b. Design, manufacturing, installation, and purchase and sales of gas insulated switchgear, gas condensers, and their parts and components.

    • c. Design, manufacturing, installation, and purchase and sales of all kinds of pollution prevention equipment and their parts and components.

    • d. All kinds of electrical engineering (including transformers).

    • e. Design, manufacturing, and purchase and sales of all electric-electronic teaching equipment.

    • f. Design of and undertaking all electrical engineering and plumbing.

    • g. Computer programming and software design and data processing.

    • h. Purchase and sales of computer software and hardware.

    • i. Manufacturing, purchase and sales of all piping equipment for water supply.

    • j. Design, manufacturing, installation, and purchase and sales of software and hardware for automation of logistic systems.

    • k. Design, manufacturing, installation, and purchase and sales of software and hardware related to computer network and communications.

    • l. Design, manufacturing, installation, and purchase and sales of warehouse system related equipment.

    • m. Design of remote sensing and control and monitoring systems, as well as installation, manufacturing, purchase and sales of their equipment.

    • n. Fire Safety Equipment Installation Engineering

    • o. Wholesale of Refractory Materials

    • p. Piping Engineering

    • q. Electric Appliance Construction

    • r. Refrigeration and air conditioning engineering.

    • s. Import and export trading of products related to all aforementioned items.

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

  • Revenue percentage


q.
Electric Appliance Construction
r.
Refrigeration and air conditioning engineering.
s.
Import and export trading of products related to all aforementioned items.
t.
All business activities that are not prohibited or restricted by law, except those that are subject to special
approval.
Revenue percentage

q.
Electric Appliance Construction
r.
Refrigeration and air conditioning engineering.
s.
Import and export trading of products related to all aforementioned items.
t.
All business activities that are not prohibited or restricted by law, except those that are subject to special
approval.
Revenue percentage

q.
Electric Appliance Construction
r.
Refrigeration and air conditioning engineering.
s.
Import and export trading of products related to all aforementioned items.
t.
All business activities that are not prohibited or restricted by law, except those that are subject to special
approval.
Revenue percentage

q.
Electric Appliance Construction
r.
Refrigeration and air conditioning engineering.
s.
Import and export trading of products related to all aforementioned items.
t.
All business activities that are not prohibited or restricted by law, except those that are subject to special
approval.
Revenue percentage

q.
Electric Appliance Construction
r.
Refrigeration and air conditioning engineering.
s.
Import and export trading of products related to all aforementioned items.
t.
All business activities that are not prohibited or restricted by law, except those that are subject to special
approval.
Revenue percentage
Unit: NTD thousand
Year
Majorproduct
FY2022 FY2021
Sales amount Percentage Sales amount Percentage
Constructionand engineeringrevenue 83,617 29.70% 93,322
28.76%
Sales revenue 72,165
25.63%
121,433
37.43%
Electricityretailingrevenue 1179,012
42.27%
79,993 24.66%
Service revenue 0
0

25,829

7.96%
Others 6,726 2.39% 3,869 1.19%
Total 281,520 100.00% 324,446 100.00%

3. Current products (services) of the Company

The system engineering of the Group includes turnkey construction of substations and for solar power generation and cogeneration, as well as design and construction related to hydropower engineering. The development of green energy, including solar power, is the main business of the Company. We receive commission from customers, build solar power plants for them, and aim to increase the number of related projects. In the most recent two years, the ratio of green energy revenue to total revenue has skyrocketed to 75%. Since 2018, we’ve constructed our own solar power plants. In 2019, we bought Chin Lai International Development Co., Ltd. to develop solar electricity retailing business, which accounted for more than 10% of the total revenue in 2020 and became one of the main business of the Company. In addition, being one of the largest professional heavy electricity companies in Taiwan, the Group mainly produces electrical engineering products, including distribution panels, transformers, electrical engineering equipment, and network supervising products. Other products and service lines including import, export and trading of goods, authorization agency business, inspection and repairing, testing and maintenance mainly bring non-recurring revenue.

  1. New products (services) under planning

36

The Group is a qualified original manufacturer of high and low voltage distribution panels and is verified by the Bureau of Energy. The Group used to have many certifications from Taiwan Power Company, but part of them are now invalid or not updated and thus suspended. The Group has been actively regaining relevant rights and certifications currently and enhancing business collaboration between us and Taiwan Power Company. In February 2018, we passed the 23KV GIS certification and obtained the approval document (Taiwan Power Company, TsaiTzu No. 1078012609 dated February 13, 2018) to become a qualified supplier. As for the 50KVA and 167KVA pad-mounted transformer certifications for qualified suppliers, the Company has made use of our R&D capacity and skills, integrated relevant departments and performed vertical integration on the upstream and downstream of the supply chain, and adopted lab accreditation and qualification related to the equipment (TAF lab accreditation and qualified original manufacturer certification granted by the Bureau of Energy). On January 2018, we applied for the manufacturing ability certification of 50KVA and 167KVA pad-mounted transformers, and the application has currently entered the Phase-1 document review stage. We expected to receive the certificate from Taiwan Power Company in 2021 Q2. Then, we will resubmit the application to become one of the suppliers in the supply chain of Taiwan Power Company for the manufacturing of the equipment concerned.

(II) Industry overview

  1. Current status of the industry and its development

Since 2000, the issues of global climate change and greenhouse effect have been increasingly prominent, and further brought a serious threat to human life and the environment of the Earth. Thus, it is extremely important to take the sustainable development of energy and green technology into consideration. In recent years (2014-2017), to reduce GHG emissions and slow the rate of global climate change, the UN Climate Change Conference took actions and implemented the Paris Agreement that just came into effect. Nearly 200 countries voluntarily took actions to reduce carbon, and the Conference suggested that all countries propose the commitment letter upon agreement “Intended Nationally Determined Contribution (INDC)” to address carbon emission reduction. Since 2020, the United Nations Framework Convention on Climate Change has been put into effect as the basis for climate-related actions. Meanwhile, the costs of renewable energy (mainly solar photovoltaics and wind power) technologies significantly decreased, which facilitated the monumental growth of renewable energy. According to Renewables 2019, the annual report on the global renewable energy market made by the International Energy Agency (IEA), the installed capacity of global renewable energy (solar, wind, geothermal and bioenergy power) had increased from 414GW in 2009 to 1,650GW in 2019. Currently, renewable energy accounts for 12.9% of total power generation around the globe. Over the past 10 years, the installed capacity has increased more than 2,300GW globally. It is estimated that in 2040, renewable power generation will skyrocket to 11,951 TWH, and between 2018 and 2030, the global average costs of solar power will decrease by 50%, while total solar photovoltaics and wind power capacity will increase by 23% and 11%, respectively. Moreover, renewable energy excluding hydropower is expected to increase by 8% and surpass coal-fired power in the late 2030s. In addition, Renewable Energy Policy Network for the 21st Century (REN21) disclosed in their “Renewables 2020 Global Status Report” that the installed capacity of green energy has surpassed the newly-installed capacity of fossil fuel and nuclear power for 5 “consecutive” years. This suggests that we’ve entered a stable era of the Big Green Bang. Thanks to the cost reductions for solar and winder power, the installed capacity of renewable energy reached 200GW last year. This is an all-time record! Among all kinds of energy, solar photovoltaics had an occupancy of 50% (100GW), followed by wind power (60GW) and hydropower (16GW).

IEA’s estimated global power generation between 2020 and 2040, by energy

==> picture [278 x 140] intentionally omitted <==

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

Renewable
COAL
Gas
Hydre
Neclear
Oil
----- End of picture text -----

Source: IEA, “World Energy Outlook 2019.”

37

Major countries around the world have developed energy policies and technologies according to their contexts.They have been dedicated to developing forward-looking energy technologies to reach the goal of energy saving and carbon reduction. Taiwan has rather deficient self-produced energy and highly depends on energy imports, which account for 98% of Taiwan’s energy production. Taiwan is also highly dependent on fossil fuel energy and has an isolated electric power system which lacks of back-ups. Under the extreme volatility of international energy prices and quantity, the increasing pressure of reducing global GHG, and the consistent growth of domestic energy needs, Taiwan faces more serious challenges in terms of energy development comparing to other countries. In view of the issue, Taiwan has established the “Guidelines for Sustainable Energy Policy” and promoted energy saving and carbon reduction plans to create a win-win situation for “energy, environmental protection and economy” policies and goals. Facing various kinds of new and renewable energy and considering domestic natural conditions and energy needs, the more potential technologies include wind, solar (thermal and photovoltaic), biomass, geothermal, ocean, hydrogenic energy and fuel cell. With the cooperation of the industry, government, university and institute over the years, Taiwan has established a certain basis for the aforementioned technologies. The Ministry of Economic Affairs announced the implementation of energy transition and electricity market reform in May 2016. Explicitly aiming at the “2025 nuclear-free homeland” target, the Ministry of Economic Affairs has been dedicated to developing new green energy and increasing the percentage of renewable energy in total power generation to 20%. The target of installed solar photovoltaics in 2025 has significantly increased from 8.7GW to 20GW, in which the ground-mounted type and roof type account for 17GW and 3GW respectively.

Taiwan’s 2025 target for renewable energy

Installed capacity of renewable energy (MW) capacity of renewable energy (MW) capacity of renewable energy (MW) Powergeneration of renewable energy (GWh) Powergeneration of renewable energy (GWh) Powergeneration of renewable energy (GWh)
Item
2015 2020 2025 2015 2020 2025
Solar photovol- 842 6,500 20,000 9 81 250

taics
Land-based 647 814 1,200 15 19 29
wind power
Offshore wind 0 520 3,000 0 19 111
power
Geothermal 0 150 200 0 10 13
energy
Biomass en- 741 768 813 36 56 59
ergy
Hydropower 2,089 2,100 2,150 45 47 48
Fuel cell 0 22.5 60 0 2 5
Total 4,319 10,875 27,423 105 272 515

Source: Complied by the Bureau of Energy, Ministry of Economic Affairs and the IEK, Industrial Technology Research Institute (December 2017).

Solar energy is applicable everywhere for free and unlimited in supply, making it the most abundant energy resource that humans can use. In addition, the use of solar power does not cause environmental pollution, as it being a clean energy. Thanks to the improvement of semiconductor technologies, the costs of solar cells have significantly decreased, making governments around the world rushing to support and develop the key industries that transfers solar radiation into energy. However, at the early stage, the costs of generating electricity with solar energy were higher than those of fossil fuel and nuclear power. If the governments want to promote the installation of solar photovoltaic systems successfully, they need compensation and reward schemes. Japan and Germany are the first countries to develop solar photovoltaic systems. Germany has implemented the Renewable Energy Sources Act (German: Erneuerbare-Energien-Gesetz, EEG) since April 2000, which is an important base for renewable energy development. The Act establishes different feed-in tariff (FIT) systems and states that power distribution companies shall purchase electricity at a guaranteed price without upper limit in quantity within 20 years. Due to the success of promoting renewable energy through FITs in Europe, other countries have quickly followed the example. Now, FITs are the most commonly used tool for developing renewable energy around the world. In June 2008, the Executive Yuan established the “Guidelines for Sustainable Energy Policy” in the hope to make the percentage of renewable energy in total power generation 8% or more by 2025. In June 2009, the key parent law, the Renewable Energy Development Act, was approved and the Renewable Energy Development Fund was established. Meanwhile, referring to the foreign feed-in tariff system, Taiwan Power Company is requested to promote the energy transition policy for the development of the green energy and purchase green electricity at a favorable fixed price for 20 years to encourage the private sectors to install renewable power generation equipment. The Bureau of Energy, Ministry of Economic Affairs, also established the “Million Solar Rooftop PVs Project” and the “Thousand Wind Turbines Project” in March 2012 to accelerate the promotion of installation of renewable energy equipment, including solar and wind power. Currently, Taiwan Government sets the goals of an installed capacity up to 20GW solar photovoltaics by 2025 in the hope to generate 2,500GWh of electricity every year, stimulate an investment to a total amount of NT$1.2 trillion, and provide jobs for 100 thousand people. In 2016, the Executive Yuan developed the “Two-year Solar PV Promotion Plan,” hoping to pioneer and establish bases within 2 years and take medium to long-term solutions and measures to address the core of the issue. The Plan aimed to install 910MW solar photovoltaics on rooftops, including those of the state-owned public agencies and institutions, factories, agricultural

38

facilities and others. Moreover, 610MW ground-mounted solar photovoltaics was to be installed in the areas including the land of the salt industry, the serious land subsidence areas, waters, mothballed landfill sites, and the land that was polluted. Thus, a total of 1.52GW solar photovoltaic systems were to be installed. By developing the application of solar photovoltaics in Taiwan step by step, the total solar photovoltaic installations could reach 2.460MW, and the annual power generation was estimated to reach 307GWh and 1.6 billion tonnes of carbon could be reduced, which were equivalent to the annual carbon reduction amount of 4300 Daan Parks. As of September 2020, the installed capacity of solar photovoltaics was 4.6240GW, which surpassed that in the full year of 2019. Non-governmental construction and installation accounted for 94.05% of the total capacity, which was 4.349GW. Also, in 2019, the installed capacity of solar photovoltaics was 3.5976GW, and the newly added capacity was 1.2554GW, which increased by 31.41% compared with that in the last year (2018). To reach the 2025 target of 20GW of solar photovoltaic installation set by the government, from 2020 to 2025, 3.2805GW capacity needs to be added each year, and the compound annual growth rate (CAGR) must reach 33.94% yearly. Only by reaching these figures can we achieve the goal of the government. Thus, the installation of solar power systems in the future must surpass that in the past years. As a result, the industry environment is very beneficial for solar power system constructors. In the future, before 2025 or reaching the goal of 20GW of solar photovoltaic installation, the domestic business of solar power engineering, procurement and construction (EPC) will achieve a breakthrough growth.

2. Correlation among upstream, midstream and downstream in the industry

The EPC (Engineering, Procurement, Construction) of solar photovoltaics is mainly an integration of the upstream industries including solar cells and PV modules, power conditioners (including inverters, system controllers, and protective devices for parallel connection), support stands, cables, wire distribution cabinets and electricity meters for the construction of power plants. The development of related upstream sectors has been matured and stable in Taiwan. However, the cost of solar power generation in Taiwan is still higher than the electricity billing standard set by Taiwan Power Company, and the people has less desire for installing solar power systems

==> picture [352 x 219] intentionally omitted <==

and generating electricity by themselves. To encourage the public to do so, the Bureau of Energy, Ministry of Economic Affairs, has establish a feed-in tariff system to require that Taiwan Power Company guarantees to purchase electricity generated from renewable energy at a fixed, preferential electricity price for 20 years to attract people to invest in the installation of renewable energy equipment. Thus, the current solar photovoltaics market in Taiwan is still an “investment type” market, meaning that the investors of the solar power systems aim to sell the electricity generated from the invested power generation systems to Taiwan Power Company and gain profit from the investment in the installation in the 20 years instead of generating electricity for themselves. As a result, the target of the government’s policies and its subsidy plans are the key factors of the rise and fall of the solar photovoltaic installation industry at the current phase. Landlords offer private spaces, such as rooftops, idle farmland, pools, ponds and fish farms to solar photovoltaic EPC operators to install solar power systems. They also submit applications to Taiwan Power Company for the parallel connection to electrical grids, sign wholesale contracts, and sell the whole to solar power station investors. The installation of solar power generation systems costs a fortune at the early stage, so the investors usually use bank loans to pay most of the costs and only contribute a little amount by themselves. In the future, they may use the monthly electricity retailing income to pay off the principal and interest of the bank loans and pay the rent to the landlords.

  1. Development trend of products and their competition status

39

A. Development trend of products:

  • (A) Trend of additional energy storage equipment for renewable energy

The two major items of renewable energy, solar and wind power, have the characteristic of being easily affected by seasons and weather, which can cause instability in power supply. To improve unstable renewable energy supply caused by weather, we need energy storage regardless of the scale of the energy storage equipment. The large-scale equipment can be energy storage plants, and the small ones can be containerized systems established around the renewable energy equipment. This will be an important trend in the future. There are three stages to the purpose of developing an energy storage system. Initially, the system can be applied to the ancillary service market to allocate electricity quality. This is the most common way of applying energy storage, and is widely used in each aspect of power generation, transmission, distribution, and utilization. At the middle stage, there are more energy transfer services, which also involve capacity adjustment from introducing renewable energy, and adjustment of electricity utilization in peak and off-peak hours. At the last stage, the main focus is the smart grid for partial self power generation and storage. If the development of energy storage batteries becomes mature at this stage, when we promote various renewable energy equipment, invest in and build solar photovoltaic or wind turbine sites in the future, we can store the surplus electricity and release it to the electric power system if needed. According to TrendForce’s Green Energy Research, the centralized power generation grid becoming distributed is an inevitable trend considering the intellectualization of cities in the future. The capacity of large battery energy storage systems (BESS) around the world will reach 3.2GWh in 2020, and the compound annual growth rate between 2019 and 2024 will reach 22%.

Development of energy storage in the smart grid

==> picture [433 x 243] intentionally omitted <==

  • (B) Mandating large power users to install renewable energy equipment

The revised Renewable Energy Development Act passed its third reading in the Legislative Yuan in 2019, which explicitly regulated that the large power users and enterprises in Taiwan must install renewable energy with a certain occupancy. The notice period of the Act will end on September 26, 2020, and its legislative process will be completed in November. It will come into effect on January 1, 2021. In the past, the large power users were unwilling to install renewable energy due to various factors, such as investment income falling short of expectation, consideration of arrangement for power outage when installing parallel connected renewable energy, and concerns about renewable energy generation equipment affecting internal circuits of factories, causing circuit breakers to trip and affecting production capacity. After passing the revised Act, they will be mandated to create relevant installation. According to the regulations established by the Ministry of Economic Affairs, power users with more than 5,000KW of contract capacity shall install green energy with an occupancy of 10% of the contract capacity, which is about 500KW. Alternatives such as energy storage, purchase of the Renewable Energy Certificate, and payment of monetary substitution are allowed. The Ministry also provides a discount on the compulsory capacity for large power users that had installed green energy before the effective date of the regulations; they may offset 20% of the obligated capacity at most with the capacity of the installed energy. After the offset, they can also enjoy an early bird discount of 20% off within 3 years or 10% off within 4 years. It is estimated that more than 300 enterprises will be affected, especially those in the petrochemical, steel, semiconductor and electronic industry. In the next two years, there will be an expected demand for roof type installations.

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(C) Establishment of large ground-mounted power stations

Except for large power users, in terms of roof type solar system, Taiwan has nearly completed the construction on large public and private houses applicable to develop roof type power stations. Thus, we must change our target to ground-mounted power stations. According to the plans of the Bureau of Energy, Ministry of Economic Affairs, lands related to the salt industry, serious land subsidence, waters, unfavorable agriculture conditions, idle industrial park, and lands that are polluted, or idled by the National Property Administration are potential for energy installation. As of the end of 2018, the updated area of these lands reached nearly 5,000 hectares, and the total capacity was expected to surpass 3GW. Since the second half of 2017, many applications for large groundmounted power stations have been approved in succession, including the installation of a 52.47MW power station in the areas with serious land subsidence and unfavorable agriculture conditions in Xuejia Dist., Tainan City, by the solar power plant system developer, Whole Sun Green Power Co., Ltd., which is a subsidiary of Giga Solar Materials Corp. Also, the subsidiary of the Motech Group, Motech Energy System Co., Ltd., will install a 35MW power station in the serious land subsidence areas in Tainan City. The two large owners of EPC systems have left the price war on the solar power plant market, and reached a higher level and larger scale of construction undertaking.

(D) Solar power plant for fishery and electricity symbiosis

The government has actively promoted energy transition and aimed to increase the share of renewable energy in total power generation to 20% by 2025. To achieve this goal, the government has given every effort to develop ground-mounted solar power generation system, and “fishery and electricity symbiosis” was one of the goals to which the development was accelerated in 2020. The government hoped to develop solar photovoltaics in a “single site, multiple use” manner and improve the environment of fishery by doing so to recreate the magnificence of aquaculture. However, the Council of Agriculture of the Executive Yuan stated that agricultural lands should mainly be used for agricultural production, and the policy of national food safety also relied on it. If Taiwan faces material incidents and is unable to import food from other countries to meet the people’s basic needs, we can achieve such goal by producing food by ourselves and domestically. To be in line with the “2025 nuclear-free homeland” policy, we have developed green energy facilities without affecting the original agricultural production, improved the environment of aquaculture production, prevented extreme weather, facilitated industrial upgrading, and increased income from feed-in tariff for aquaculture farmers to create benefits from a “win-win situation for agriculture (aquaculture) and electricity.” We’ve also planned a modular combination of green energy, technology and aquaculture to achieve the aforementioned benefits. In order to reach the target for green energy, the government has been strongly promoting fishery and electricity symbiosis. On October 31, 2020, the government announced the implementation of the "pioneer zones for fishery and electricity symbiosis" in Xuejia, Tainan and Budai, Chiayi. The total area of the fish farms in these zones reached 2,626 hectares.

At the early stage of the policy, aquaculture farmers were worried about the reduction of the production volume, inconvenient operation and pollution caused by the installation and cleaning of the solar panels. However, according to the research made by the Fisheries Research Institute, Council of Agriculture, the aquaculture farmers can still maintain 70% production capacity of clams, tilapia, grouper and sea bass under 40% of coverage. In summer, the production capacity of clams and sea bass may even surpass that in normal fish farms. The coverage of solar panels may reduce the production capacity of some, but it can provide insulations and resist the heat/cold in summer/winter. In the future, there will be hope to maintain 100% production capacity through further management. Photovoltaics operators can also hire aquaculture farmers to clean and maintain photovoltaic panels. By protecting fish farms and photovoltaic systems, there can be an increase in the farmers’ income and an actual win-win situation for the fishery and electricity industries. In Taiwan, the total area of fish farms is approximately 44 thousand hectares. Considering the coverage to be retained for fishery and electricity symbiosis, the available installed capacity of solar power plant is forecast to be more than 10GW.

B. Competition status of products

The Luxe Group is positioned as an electricity integration expert. When the Group was established, we mainly designed and manufactured products such as distribution panels, transformers, electrical engineering equipment, and network supervising. After development, now we’ve been constructing heavy electrical devices, wind turbines and substations, and had actual performance. The integration technologies we use for solar photovoltaic system engineering are developed from the technologies we originally operated. The Group’s distribution panels and transformers are especially competitive in the industry. Moreover, a cloud-based supervisory system for solar power developed in 2016 allows the investors to supervise on the efficiency of solar power generation in a more stable and convenient way. The system can be connected to PCs and mobile devices such as cellphones, and it even has an alert function. In 2017, we developed the solar DC distribution boxes as well as step-up equipment systems dedicated to solar power with our own brand, which made our integration technologies of solar photovoltaic system engineering more complete. Later, the ground-mounted solar power stations were strongly promoted by the Taiwan Government and further accounted for more than 60% of total stations. As a result, distribution panels and step-up devices that were connected in parallel with Taiwan Power Company’s networks suddenly became the second important materials for solar power systems and accounted for around 10%-15% of

41

total costs. Thus, the Group has soon played an important role in solar power systems, and made the development of solar power and the growth of main business complementary to each other.

  • (III) Technology and R&D overview

  • 1.Research development and levels of R&D and technology

  • (1)Source of technology

The Group mainly provides solar system engineering related services. For the construction technologies, we mainly use safe and highly efficient technologies or equipment that have been verified in the industry. These are provided by the construction equipment suppliers; the Group has no dedicated research team or department for them. In terms of the latest technologies, project personnel is appointed to establish projects and do research on them. We’ve also integrated products and technologies from other industries and developed self-owned technologies. For instance, we’ve efficiently integrated technologies of solar power systems and Taiwan Power Company’s interconnected networks with our dedicated engineering method for step-up substations.

  • (2)Certification for products in the future

In recent years, the Group has striven for the rights and certifications from Taiwan Power Company and enhanced business collaboration between us. In the recent 4 years, we’ve submitted proposals and documents for the following certifications:

  • A. Taiwan Power Company’s qualified supplier of 23KV GIS certification.

  • B. Taiwan Power Company’s qualified supplier of 25KVA pad-mounted transformer certification.

  • C. Taiwan Power Company’s qualified supplier of 50KVA pad-mounted transformer certification.

  • D. Taiwan Power Company’s qualified supplier of 100KVA pad-mounted transformer certification.

  • E. Taiwan Power Company’s qualified supplier of 167KVA pad-mounted transformer certification.

  • (IV) Long and short-term business development plans

  • (1)Develop light, thin, short and small electrical engineering products (the SF6 series) that are adaptive to high and low voltage as well as a series of underground oil type transformers.

  • (2)Combine the SCADA systems for electricity supervising and electrical engineering integration as well as supervisory networks such as CCTV to increase the benefits from electricity operation and improve the efficiency of human resource management.

  • (3)Increase the ratio of the products developed in Taiwan and use them as substitutions of the imports to combine the products with the market.

  • (4)Improve electrostatic precipitators and their derivative products; enhance our technologies to meet with the demands of the broad domestic market in the future.

  • (5)Equipment for improving harmonics in electric power systems.

(6)R&D of product series related to the electrical equipment on the electricity market in mainland China (110KV ~ 35KV ~ 10KV ~ 400V).

  • (7)R&D of PT/CT 35KV 0.5CL.

  • (8)Apply for the TAF accreditation and 401 distribution panel certification.

  • (9)Cooperate with Taiwan Power Company in the underground cables construction and develop pad-mounted transformers.

42

II. Market and production/sales overview

  • (I) Market analysis

  • 1.Regions of distribution (provision) for the Company’s major products (services):

The Company’s major products can be divided into five main categories: system engineering, distribution panels, transformers, supervisory networks, and electrical engineering equipment. System engineering includes turnkey construction of substations and for wind power and cogeneration, as well as design and construction related to hydropower engineering. Distribution panels include high and low voltage power distribution panels, closed type metal-clad switchgears, motor control centers, and gas insulated switchgears. Transformers include potential, current, dry-type and molded transformers. For supervisory networks, we mainly work on the integration of supervisory systems, including remote terminal equipment for computers, software design and programming. We also provide services with respect to repair and maintenance of the aforementioned equipment. There are also nonwoven products and air purifiers.

The sales regions for major products are listed in the table below:

Unit: NTDthousand Unit: NTDthousand Unit: NTDthousand Unit: NTDthousand
Year
Sales region
FY2022 FY2021
Sales amount Sales amount Sales amount Percentage of
sales
Taiwan 281,520 100% 324,446 100.00%
Mainland China
Total 281,520 100% 324,446 100.00%
  1. Share of major products

In recent years, with the global trend of energy saving and carbon reduction, the government has been actively promoting green energy and electricity policies, and domestic manufacturers have been making efforts to deploy power stations and energy storage stations in addition to solar energy. In recent years, the Group's business development is divided into three major segments: electrical engineering, renewable energy (solar photovoltaic and energy storage) and engineering. The main client of electrical engineering is Taiwan Power Company; The renewable energy segment includes solar photovoltaic and energy storage (including investment in self-built, maintenance and EPC services), and currently owns about 31,300KW of solar photovoltaic installations, with about 9,400KW still under construction.

  1. Future supply and demand in this market and growing potential

A. Trend of market supply

The government has strongly promoted green energy policies, took various subsidization measures to encourage the locals to participate in the investment and construction, and attracted investors for the installation of solar power systems with the 20-year feed-in tariff. The current internal rate of return (IRR) of investments in solar power plants can be maintained at around 6% to 7%, and the guaranteed income can attract financial institutions, insurers and large enterprises to invest more than 100 billion NT dollars in consideration of the low interest rate in Taiwan. This has further started a trend of investing in domestic solar power plants. According the statistics of Taiwan Photovoltaic Industry Association, there are a total of 40 system engineering members and about 20 of them are TWSE/TPEx listed companies or have their subsidiaries running business related to solar system engineering. In addition to the large business opportunities in the domestic solar power plants, solar renewable energy has entered the stage of ground-mounted stations and fishery and electricity symbiosis, resulting in billions of investment in solar power plants. If the small and medium system suppliers do not have enough capital, they will face the crisis of being eliminated. Thus, they form strategic alliances or are acquired by other companies to enhance their capital structure and ability to assume risks. Moreover, 25 domestic financial institutions, including Cathay Financial Holdings Co., Ltd. and Chailease Finance Co., Ltd., have actively invested in solar power plants. 9 of the institutions have established financing plans for solar photovoltaic installation, while 6 leasing companies and 3 farmers’ associations, including Chailease Finance Co., Ltd. and Cathay Financial Holdings, have provided different financing plans. Cathay Life Insurance Company, Ltd. under Cathay Financial Holdings has announced that they will invest hundreds of billions in solar power plants, while Chailease Finance has invested in and constructed its own plants. As of the end of May 2020, investment had been made in up to 1,903 plants to a total installed capacity of 550MW and more than 110GWh of electricity had been generated, making Chailease Finance the largest electricity supplier in the private sector in Taiwan. The financial companies not only play an important role of a major investor, but also take actions to make the investment in solar power plants through the 5 major venture funds in Taiwan. It is estimated that the venture funds can invest up to tens of billions in power plants. The Financial Supervisory Commission has also actively introduced funds from banks and life insurance companies to the renewable energy industry through “financing facilities”, “guiding investment,” and “issuance of green bonds”. As for the

43

banks’ loans to the green energy industry, issuance of the green bonds started from May 2017 and there were 56 green bonds issued up to the end of 2020 to the amount of NT$160,700,000 thousand. To sum up, there’s no need to worry about funds in terms of investments in domestic solar power installations in the future, and the investment will surely facilitate the prosperous development of the solar photovoltaics market.

B. Growth trend of demands on the market

The government has actively promoted energy transition and aimed to increase the share of renewable energy in total power generation to 20% by 2025. After many years of effort, Taiwan reached 1GW of newly added capacity for the first time in 2018, which made it officially one of the Top 10 GW solar markets around the world. The outstanding performance in 2018 was mainly a result of the “Two-year Solar PV Promotion Plan” developed by the Bureau of Energy in 2016. The plan helped removing many obstacles to installation, but the trend in 2018 did not reappear in Q2 2019. There was not much existing roof type building volume; if Taiwan was to reach the 1.5GW target, it needed to rely on the development of ground-mounted plants to rapidly increase installed capacity. Nonetheless, Taiwan’s issues on ground-mounted plants had been none other than difficulties with land integration and the lack of feeder lines for interconnected networks. These were also the difficulties that large constructors faced when they deployed EPC systems as well as the main reasons for the sharp fall in installed capacity in H1. Consequently, the Executive Yuan made a decision on the Phase2 construction of the “Two-year Solar PV Promotion Plan” in September 2019, aiming to add a total of 3.7GW capacity in 2019 and 2020 (1.5GW and 2.2GW respectively). They also aimed to increase the accumulated installed solar power capacity to 6.5GW in 2020, earn benefits that worth 222 billion from investments, and create 22 thousand work opportunities. There were three focuses in the plan. The first was industrial parks (including the Industrial Development Bureau, export processing zones, and science parks under the National Science and Technology Council), in which 479MW capacity would be installed. In addition to the new parks where solar photovoltaics facilities were installed on their roofs, the large power users should have these installations. The second was the agriculture, fishery, animal husbandry and electricity symbiosis. The government encouraged compound usage of animal barns to add 120MW capacity each year expectedly. The government also established dedicated agriculture and fishery demonstration areas. One of the areas, the agrivoltaic farm operated by Taiwan Sugar Corporation, had installed 163MW capacity. Another fishery and electricity area had installed 64MW capacity in Tainan and Chiayi. Finally, the central and local governments promoted green energy. For instance, Pingtung Government made a 2-year plan of installing 800MW capacity in the areas with serious land subsidence in 4 townships: Donggang, Linbian, Jiadong, and Fangliao. Tainan City Government also planned to install 150MW capacity each year on rooftops and lands that were available for the change of use.

In the past, when the government established energy policies and guidelines, it failed to request the power users to share the obligation of energy transition. According to Greenpeace’s estimation, there are more than 14 million power users in Taiwan, but 5,000 or more of them consume up to 50% of the electricity, making the electricity consumption ratio imbalanced. However, the responsibility for the development of the energy falls upon the public sector and the whole people. This makes the development of the renewable energy even slower. As a result, the Ministry of Economic Affairs amended the “Regulations for the Management of Setting up Renewable Energy Power Generation Equipment of Power Users above a Certain Contract Capacity” (known as the "Large Power User Regulations"), one of the subordinate law of the “Renewable Energy Development Act”, in 2019. The amendment came into effect in January 2021. According to the Regulations, 10% of the compulsory green energy installations shall be completed within a 5-year grace period. Large power users that signed an contract of over 5,000KW capacity with Taiwan Power Company shall install 10% green energy capacity and at least 500KW compulsory capacity. A total of 508 customer numbers and over 300 enterprises are affected. The large power users may perform the obligation of renewable energy in 3 ways: either installing 10% contract capacity of renewable energy for “self-generation and self-use”, installing energy storage equipment for self-use, or purchasing renewable energy electricity and certificate and paying monetary substitution. If large power users are to save money, the best way would be installing capacity by themselves, followed by the purchase of green electricity or certificate or energy storage equipment. Paying monetary substitution is the most expensive method. According to the Bureau of Energy’s estimation, if all large power users install green electricity equipment, an investment of NT$ 60 billion in green electricity will be made to create 1.05GW (1GW) installed capacity.

To sum up, in response to the trend of global renewable energy development and the government’s implementation of the plan of reaching 20GW solar capacity in 2025, the domestic constructors of solar plant systems have actively promoted ground-mounted solar plants, fishery and electricity symbiosis plants, and the “regulations for large power users.” As a result, the system engineering have been significantly growing, and the development of the industry remains robust.

  1. Competitive niche, favorable and unfavorable factors for future development and the countermeasures

  2. A. Competitive niche and favorable factors

  3. a. Recognized product quality and positive reputation in business

44

Heavy electrical products costs more and the technologies are more complicated, making the development of new products difficult. Once the customers select a specific brand, it will not be changed easily due to the limitation in system specifications. Thus, a stable customer base is favorable for future market expansion and maintenance. The distribution panels and other products that are manufactured by the Company in Taiwan have been approved by Taiwan Power Company. Especially, our 480V power centers and 6.9KV metal-clad switchgears are the models that make us the first approved and qualified manufacturer. In addition to being used by Taiwan Power Company, the products that are approved may increase the reputation of their own and further facilitate future competition on the market.

  • b. Being a technique and capital intensive industry and having greater obstacles for newcomers

The heavy electrical industries needs a larger amount of investments in equipment. Moreover, domestic manufacturers have developed technical collaboration with foreign companies for some time, accumulated techniques and experiences to a certain level, and earned a considerably high position in the manufacturing of all types of heavy electrical products. As a result, if new companies are to join the industry, they will most definitely face the issues of the high-cost investments in equipment and the shortage in technical talents. This industry have greater obstacles for new competitors; however, the Company has worked with well-known companies in Europe and obtained the sources of technologies, which makes us extremely competitive on the market.

  • c. Undertaking electric power system engineering and improvement of product related technologies and quality

The Group have undertaken overall electric power system engineering and been responsible for their design, planning, manufacturing and construction. We’ve accumulated certain abilities and skills for construction, and cultivated the capability to undertake foreign system engineering. Our construction of supervisory network for computers has been recognized by government-operated enterprises, such as Taiwan Power Company and the Directorate General of Telecommunications. This can facilitate the development of relevant products and markets.

  • (2) Disadvantages and countermeasures

  • a. Labor shortage and increase of labor costs

The rising labor costs and skilled manpower shortage result in the increase of the production costs. Heavy manual jobs assigned to the employees at the lower level, such as sheet metal working, coating, resin infusion, and welding, have run into a situation of labor shortage due to worse work conditions and the production capacity cannot be increased as a result.

Countermeasures:

  • ‧ Install automated equipment for powder coating production, punch and die work, winding, etc., and establish semi-automated infusion equipment to significantly increase the percentage of the automation, reduce labor costs, and improve the production quality and efficiency.

  • ‧ Introduce foreign workers via legal application procedures to overcome the difficulty in the shortage of labor needed in the worse work conditions.

  • ‧ Enhance internal in-service training to improve employees’ techniques and productivity.

  • ‧ Improve our technical capability and seek capable subcontractors to increase added-value.

  • b. Impact of the internationalization and liberalization of the industries

It is the established policy of the government to open the market after economic liberalization and internationalization. Especially, since joining the WTO, tariff reduction and cancellation of the internal purchase ratio applicable to the government‑operated enterprises have become inevitable. In this condition, domestic companies are in a situation where foreign companies are striving for the domestic market, and must think how to expand overseas markets.

Countermeasures:

  • ‧ Actively collaborate with well-known foreign companies, such as SIEMENS AG, General Electric Company and Merlin Gerin to improve our technical skills.

  • ‧ Improve the ability of self-production in Taiwan, localize the parts and components, and enhance our services to improve our competitiveness.

  • ‧ Enhance our collaboration with the Industrial Technology Research Institute to improve R&D capabilities in Taiwan and establish self-owned technologies.

  • c. Low capital and risk capacity

45

The method of outsourcing in the heavy electrical engineering industry has changed to turnkey contracts. In addition to negotiating with banks for loans and asking them to support the working capital turnover, we should also increase the ratio of self-owned funds to make ourselves robust in the finance.

  • (II) Key applications and production processes of major products

  • Key application of major products

Product Product Major application
System engineering Turnkey construction of substations and for solar power generation and cogeneration; design and con-
struction related tohydropowerengineering.
Electro-
mechan-
ical
equip-
ment
Distribution
panels
161KV and 23KV gas insulated switchgears; 23KV, 13.8KV, and 6.9KV metal-clad switchgears
(MCSG); 480V power centers; 480V motor control centers; all types of high and low voltage distribu-
tionpanels, starterpanels and controlpanels, powergeneration, energy storage.
Transformer 24KV molded voltage transformers; Pad-mounted transformers; pole type, sealed transformers; high
and low voltage charging type potential transformers; current transformers; high and low voltage dis-
tribution panels; transformers; reactors; High voltage, direct current transformer/rectifier set (TR-SET)
forelectrostatic precipitation.
Supervisory
network
Unmanned substation construction; remote terminal unit (RTU); supervisory control and data acquisi-
tion (SCADA); management information system (MIS).
Solar Energy Engi-
neering EPC
Power generation and retail business in solar plants
Otherproducts Productimport, export and authorizationagency business.
  1. Manufacturing process of major products

  2. A.System engineering

The full designation of the system engineering is EPC ((Engineering, Procurement, Construction) of solar photovoltaic systems. It is mainly a form of service business that includes engineering, procurement and construction related to solar power plants. It mainly integrates civil engineering and electricity subcontractors to install PV modules, power conditioners (including inverters, system controllers, and protective devices for parallel connection), support stands, cables, wire distribution cabinets and electricity meters, and further reaches the efficiency needed for solar photovoltaic plants.

46

Manufacturing process of distribution panels

==> picture [494 x 669] intentionally omitted <==

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

Material [steel plate] Material [angle iron] Coating and surface treatment Components of distribution
panels
Incoming inspection
Incoming inspection Incoming inspec- Incoming in-
Feeding and inspection Feeding and inspection
Cutting of iron plate
Punching of angle iron
Punching of iron plate
Frame welding
Iron box assembly
Inspection station 1 [inspection of iron box]
Iron box disassembly
Iron box surface treatment
Method 2: Electrostatic powder
Method 1: Paint baking and
coating
coating
Putty Putty
Grinding Grinding
Powder coating
Undercoating
Drying
Drying
Grinding
Top coating
Inspection station 2
Iron box assembly
Assembly and fixing
Legend:
Wiring
: Warehousing
Renovation
Inspection station 3 : Inspection
Packaging
: Operation and inspection
Inspection station 4
: Operation
Warehousing of finished products
OQC
Products leaving the factory
----- End of picture text -----

47

Manufacturing process of transformers

Material

==> picture [250 x 582] intentionally omitted <==

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

CTt
Iron core rolling
Iron core cutting and sawing
Iron core reassembly
Hydroforming
Annealing and forming
CTt
Iron core testing
Coil winding
Coil and iron core assembly
Drying of semi-finished products
Intermediate inspection
Insulating braiding
Molding
Drying
Resin stirring
Vacuum filling
Drying before hardening
Demolding
Drying after hardening
External trimming and bed plate mounting
Final inspection (precision, pressure with-
standing, partial electric discharge testing)
Warehousing
Products leaving the factory
Coil winding
----- End of picture text -----

Legend: : Warehousing : Inspection : Operation and inspection : Operation

48

(III) Supply of major materials

Name pf majorproduct Name pf majorproduct Major material Majorsource Supply status
System engineering PV module, inverter, electric wire, cable, fire
safety equipment, distribution panel and pipe
fitting.
Self-manufacturing, self-im-
port, agent and supplier
Good
Elec-
tro-
me-
chani-
cal
equip-
ment
Distribution
panels
Switchgear, meter, relay, iron plate, electric
wire,CT,PT circuit breaker,and copper bar
Self-manufacturing, self-im-
port,agent and supplier
Good
Transformer Stranded copper conductor, silicon steel sheet,
insulating oil,resin, enameled wire, coil
Agent, self-importing and sup-
plier
Good
Electrical engi-
neering equip-
ment
Stranded copper conductors, silicon steel sheet,
insulating oil, resin, copper wire, resistor, iron
core
Agent, self-importing and sup-
plier
Good
Supervisory net-
work
Computer, application software, peripheral
equipment, electronic component
Agent, self-importing and sup-
plier
Good
Solar electricityretail Sunshine - Good

(IV) Description of major changes in gross margin of each major products and department in the most recent two years (When the variation of the gross margin reaches 20% compared with the previous year, key factors that caused changes in the price and quantity and their impact on the gross margin shall be analyzed)

(1) Gross margin status of each major product and department in the most recent two years

Year 2022 2021 Remarks
Systemengineering 10% 28.86%
Electromechanical
equip-
ment
15% 10.29%
Solarelectricityretail 30% 30.76%
Others 15% 40.60%
Total 43.00% 46.00%

(2) If a construction company or a construction department, an analysis of the estimated operating income and gross profit to be recognized in the reporting year and the previous year for construction cases, indicating whether there are any abnormalities in the gross profit margin of each case and the estimated sales of completed projects that have not yet been sold: Not applicable.

(V) The name of the supplier (customer) that accounted for more than 10% of the total purchase (sales) amount in any of the most recent two years, the proportion of the purchase (sales) amount, and the reason for the changes

1 Information on major suppliers

Unit: NTD thousand

1
Information on major suppliers
1
Information on major suppliers
1
Information on major suppliers
1
Information on major suppliers
Unit: NTD thousand Unit: NTD thousand Unit: NTD thousand
Item FY2022 FY2021
Name of cus-
tomer
Amount Percentage in
annual net pur-
chase
Relationship
with the is-
suer
Name of cus-
tomer
Amount Percentage in
annual net pur-
chase
Relationship
with the issuer
1 Sel Tech Co.,
Ltd.

156,757
42.13 None

Sel Tech Co.,
Ltd.
99,160 69.97 None
2 Tongcheng
Motor
26,675 7.17 None


Yi Solar Energy
Technology Co.,
Ltd.

20,417
11.13 None
3 I Yuan 21,896 5.88 None




Dong Yang Me-
chanical and
Electrical Engi-
neering Co.,
Ltd.
17,097 0.60 None
4 Others 166,750 44.8 - Others 74,079 18.30 -
Netpurchase 372,082 100.00 -
Netpurchase 210,753 100.00 -

In terms of the Company’s purchases, procurement items and specifications in each construction project can be different, and the suppliers or subcontractors appointed by the constructors also varies. As a result, some of the subcontractors or PV module suppliers are of a single year, including Sel Tech Co., Ltd., Solargo Tech Co., Ltd., and Ejectt Inc. However, the Company has been collaborating with multiple major material suppliers and subcontractors, avoiding purchasing from a single supplier and further reducing the interference of sudden accidents. There has been no shortage in or suspension of supply that could affect our production. Thus, the sources of supply still remain stable.

  • 2 Information on major customer of sales

49

Unit: NTD thousand

Item FY2022 FY2022 FY2022 FY2022 FY2021 FY2021 FY2021 FY2021
Name of cus-
tomer
Amount Percentage in
annual net pur-
chase
Relationship
with the is-
suer

Name of cus-
tomer
Amount Percentage in
annual net pur-
chase
Relationship
with the issuer
1 Taiwan Power
Company

80,431
54.8 None Taiwan Power
Company

136,535
42.08 None
2 Ching
Tien
Energy

28,679
19.54 None Solargo Tech
Co.,Ltd.

95,130
29.32 None
3 Chao
Hsing
Energy
Co.,
Ltd.


8,240
5.61 None Chao
Hsing
Energy
Co.,
Ltd.


41,070
12.66 None
4 YUAN-RON
CO.,LTD
4,572 3.12 None En Chun Corp. 22,192 6.84 None
5 Others 24,859 16.97 - Others 29,519 9.10 -
Net sales 146,785 100 - Net sales 32,446 100 -

The Luxe Green Energy Technology Group deals with the construction-service relationship between us and the owners in the form of a project. In contrast to the stable customer bases of the manufacturing industries, we have no fixed customer. When we undertake construction in any year, the income would mostly come from specific customers. This is the characteristic of the solar photovoltaic system engineering industry. We have undertaken construction projects for many years and the largest owner in each year was different. The sales is currently diversified and stable in structure, and there is no risk of concentration.

(V) Production volume and value in the most recent two years

Productionvalue unit: NTDthousand Productionvalue unit: NTDthousand Productionvalue unit: NTDthousand Productionvalue unit: NTDthousand Productionvalue unit: NTDthousand
Year FY2022 FY2021
Production volume and value
Majorproduct

Production ca-
pacity
Production
volume
Production
value
Production ca-
pacity
Production
volume
Production
value
Systemengineering (by project) - 47 212,624 - 40 221,200
Electromechanical
equipment
(by set)

-
46 104,057 14,200 12,700 60,200
Solar electricity retailing (by
GWh)

-
23,895 119,007 18,200 7,500 78,500
Others - 0.99 11,136 - 45 6,000
Total - 23,990 446,825 - - 365,900

System engineering is one of the comprehensive turnkey construction services. There is no need for production capacity. There are various types of electromechanical equipment and transformer related products make the most contribution in percentage, followed by distribution panels and electrical engineering equipment. In recent years, the manufacturing of minor products has been outsourced. Other products are provided in the form of purchase, sales, maintenance or testing on behalf of others. There is no need for production capacity.

(VI) Sales volume and value in the most recent two years

(VI) Sales volume and value in the most recent two years (VI) Sales volume and value in the most recent two years (VI) Sales volume and value in the most recent two years (VI) Sales volume and value in the most recent two years (VI) Sales volume and value in the most recent two years
Unit: NTDthousand
Year FY2022 FY2021
Sales volume and value
Majorproduct

Domestic sale
Internationalsale Domestic sale Internationalsale
Volume Value Volume Value Volume Value Volume Value
System engineering (by
project)

61
83,616 - - 40 221,200 - -
Electromechanical
equip-
ment (by set)
14 72,164 - - 12,500 60,150 - -
Solar electricity retailing
(by GWh)

23,785
119,011 - - 17,400 78,250 - -
Others 51 6,725 - - 42 5,800 -
Total 23,911 281,519 - - - 365,400 - -

III. Information on employees

50

Unit: person; year; age; % Unit: person; year; age; % Unit: person; year; age; % Unit: person; year; age; %
FY FY2022 FY2021 As of March 31, 2023 for the
currentyear
Number of
employees
Direct personnel 31 17 30
Indirectpersonnel 30 28 33
Total 61 45 63
Average age 42.15 40.58 42.45
Average years ofservice 3.78 4.68 3.9
Educational
background
PhD 0% 0% 0%
Master 5% 2% 3%
Bachelor 67% 56% 67%
Senior highschool 28% 42% 30%
Below senior high
school
0% 0% 0%

IV. Information on environmental protection expenditure:

  1. According to laws and regulations, if it is required to apply for a permit for installing pollution facilities or pollutant drainage, or to pay pollution prevention fees, or set up a dedicated unit or person for environmental issues, the description of the status of such application, payment or establishment shall be made:

The business of the Group is mostly EPC of solar photovoltaics, and the Taoyuan Plant is currently engaged in the assembly of electromechanical equipment. None of our equipment is a stationary pollution source. Thus, the Company doesn’t need to apply for a permit for installing pollution facilities or pollutant drainage, or to pay pollution prevention fees, or set up a dedicated unit or person for environmental issues.

  1. The Company's investment in the major pollution prevention facilities, the purpose of such facilities, and the possible benefits to be generated: Not applicable.

  2. The process in which the Group improved the environmental pollution in the most recent two years and up to the publication date of this annual report; if there have been any pollution disputes, the handling process shall also be described:

The Group did not incurred any disputes due to environmental pollution in the most recent two years up to the publication date of this annual report.

  1. The total losses and fines suffered by the Company due to environmental pollution (including any damages) in the most recent two years and up to the publication date, the countermeasures to be taken in the future (including improvement measures), and an estimate of possible expenses that could occur (including an estimated amount of possible losses, fines and damages for not taking any countermeasure; if a reasonable estimate cannot be made, an explanation of the facts of why it cannot be made shall be provided):

The Group did not cause environmental pollution in the most recent two years up to the publication date of this annual report. So, this is not applicable.

  1. The current condition of pollution and the impact of its improvement on the earnings, competitive position and capital expenditure of the Company, as well as the projected major environment-related capital expenditure for the next two years:

The Group did not cause pollution issues and, thus, there was no major capital expenditure related to environmental protection.

V. Labor-management relations

  1. The Company’s employee welfare measures, continuing education, training, retirement systems and implementation status thereof, as well as labor-management agreements and employee rights protection measures

Since the Company’s establishment in 1978, we have upheld the principles of being “honest, faithful, diligent and harmonious” as our business philosophies. In addition to pursuing excellence and growth of the Company, we have made every effort to protect employees’ rights, promote employee welfare, improve productivity, enhance services provided to employees, and facilitate labor-management harmony. Through all kinds of entertainment and leisure facilities and activities planned by the Employee Welfare Committee, the employees are able to relax physically and mentally at their spare time, and further make their life and work rich and comfortable. The directions are respectively

51

described below:

  • (1) Employee welfare measures, training and continuing education:

  • A. The Company establishes the Employee Welfare Committee; Moreover, the welfare funds allocated in line with laws are managed by the Employee Welfare Committee under the government’s supervision.

  • B. We organize large traveling activities for all employees and their families annually.

  • C. We arrange factory tours for the employees’ families, make the Company a large family for employees and their families, promote the relationships and understanding between one another, and make them proud as one of the Company’s members.

  • D. We take out group insurance to enhance the protection of the employees’ life and leave them no worries at the workplace. In addition to labor and health insurance, we even take out accident insurance for employees.

  • E. Bonus: In recent years, the Company has faced difficulties in operation. As a result, there was less amount in the year-end bonus. As for individual projects, the bonus was only granted to the personnel making outstanding contribution.

  • F. Dividend: A certain ratio of earnings after tax was set aside as employee dividends.

  • G. Stock ownership of employees: We encourage the employees to become the boss of themselves in order to increase their involvement and sense of accomplishment. We share operating results with the employees.

  • H. Educational bonus for employees and their children: We encourage the employees and their children to make effort and achievement in their self-learning.

  • I. Employee training system: In response to the rapid change of technologies in the industry and the development of employees’ personal capabilities, the Company continuously provides employees with various training of professional skills, knowledge, and attitude management to improve their professional skills, enhance their management abilities, and further achieve the mutual goals with the Company. At the same time, through the work and training, we combine the employees’ personal career planning with the Company’s goals to grow together.

  • J. Club activities: To encourage the employees to participate in appropriate leisure activities, the Company drives the employees to organize clubs of different kinds. The Employee Welfare Committee also provides subsidies and holds different club activities, competitions, and sessions related to art and life. In addition, the employees also participate in community activities to show their friendliness to the neighbors.

  • K. Dormitories and restaurants for employees: The Company provides accommodations for employees who live far from the Company to solve their accommodation problems. We also offer subsidies for most of the relevant expenses as a favor to employees.

  • L. Health care plans for employees: The Company has signed an employee health care contract with the Yeezen General Hospital to provide employees with health care consultations and regular free check-ups.

  • (2) Retirement system

  • A. To settle down the employees’ life after retirement, the Company has established employee retirement guidelines in accordance with the requirements in the Labor Standards Act. For the allocation of pension for employees, the Company follows Article 2 of the Regulations for the Allocation and Management of the Workers' Retirement Reserve Funds. CTBC Bank Co., Ltd. is commissioned to make actuarial calculations according to SFAS No.18, “Accounting for Pensions.” After calculation, the Company allocates pensions according to the amount stated in the actuarial report, hands the amount to the Labor Pension Fund Supervisory Committee, and put the amount into the dedicated account at Bank of Taiwan under the Committee’s name. By doing so, the Company is able to protect the employees’ rights.

  • B. The Company has established specific pension allocation guidelines that have been applicable to Taiwanese employees since July 1, 2005 in line with the “Labor Pension Act.” We look into the labor pension system stated in the “Labor Pension Act” and choose the parts that are applicable to the employees. Every month, we allocate no less than 6% of total wages as employee pension, and contribute the amount to their personal accounts at the Bureau of Labor Insurance. As for the payment of employee pension, the employees may choose monthly or lump-sum payment according to the amount and accrued return in their personal pension accounts.

  • (3) Labor-management agreement

52

The Company highly values the employees’ opinions and provides multiple channels for their reflections in order to promote labor-management communications and negotiations. For instance, we hold monthly meetings at each department and set up employee opinion boxes. Also, our managerial officers visit the employees’ families irregularly to solve public and private issues for the employees. Not only that, we conduct opinion surveys on a regular basis to understand the employees’ requirements on welfare and the Company’s management. By doing so, the Company maintains good labor-management relations together with the employees.

  1. Losses arising from labor-management disputes in the most recent years and up to the publication date of this annual report, disclosure of the estimated amount likely to be incurred currently and in the future, and countermeasures

The Company has a harmonious labor-management relation.We exist alongside the employees,share our benefits with them, and treat them like CEOs. Since the Company’s establishment in 1978, we have not suffered any losses due to labor-management disputes. The possibility of suffering any losses due to labor-management disputes in the future is expected to be extremely low.

53

VI. Important contracts:

Com-
pany
name
Nature of con-
tract
Party Contract start/end date Main content Restric-
tive
clauses
Luxe
Elec-
tric
Co.,
Ltd.
Procurement
contract
Taiwan Power Com-
pany
From February 18, 2022 (period of 2
years)

Pavilion mounted voltage transformer
None
Engineering
contract
Star Energy Corpora-
tion
From the establishment date to the
end of the warranty period

“Taiwan Power Company’s new solar photo-
voltaic construction in the salt fields in Tai-
nan” - Installation and performance testing of
the solar photovoltaic systems in Area B and
C.
The
total
contract
price
agreed
was
NT$271,693 thousand.

(Note 1)
Lease by ten-
der agreement
Water Resources
Bureau, Tainan City
Government
9 years and 11 months since the date
on which we first made parallel con-
nection for distribution of electricity
from Taiwan Power Company
Plan for solar power systems in the environ-
ment (waters and land) around the Kuan Shan
detention basin in Tainan City.
A minimum of NT$310 thousand as annual re-
turn (rent).
None
Loan agree-
ment
Kaohsiung Bank September 12, 2022 - September 11,
2023
Banking facility: NT$450,000 thousand.
Purpose: Operational Turnaround
(Note 2)
Sen-
Hsin
Energy
Co.,
Ltd.

Power pur-
chase (sale)
agreement -
Dasiangying
2.3.4
Taiwan Power Com-
pany - Pingtung
Branch
July 17, 2019 - July 16, 2039 Purchase (sale) of 1,497.6KW capacity at
NT$4.2802 per kWh.
None
Loan
agree-
ment
Taiwan Cooperative
Bank

November 17, 2019 - November 17,
2028

A long-term guaranteed loan of NT$15 million
None
July 23, 2019 - July 23, 2033 A long-term guaranteed loan of NT$56.5 mil-
lion loan
April 14, 2021 - April 14, 2035 A long-term guaranteed loan of NT$12.5 mil-
lion loan
June 1, 2022 - June 1, 2037 A long-term guaranteed loan of NT$11.4 mil-
lion loan
Loan
agree-
ment
Kaohsiung Bank June 1, 2022 - June 1, 2034 A mid-term mortgage loan of NT$4,171,000
loan

(Note 3)
February 15, 2022 - February 15,
2023

A short-term guaranteed loan of NT$15 million
loan
Loan
agree-
ment
Bank SinoPac Drawdown tenor: To October 31,
2019
Agreement period: Up to15 years.

A long-term guaranteed loan of NT$43.65 mil-
lion
From the activation date, agreement
period: Up to15 years.

A long-term guaranteed loan of NT$553,748
thousand
From the activation date to June 30,
2023

Performance guarantee of NT$23,004 thousand
From the activation date to March 19,
2031

Performance guarantee of NT$23,004 thousand
1 year from the date of activation A short-term guaranteed loan of NT$192,000
thousand
Chin
Lai In-
terna-
tional
Devel-
opment
Co.,
Ltd.

Loan
agree-
ment
Bank SinoPac June 21, 2019 - June 21, 2034 A long-term guaranteed loan of NT$15.15 mil-
lion
July 9, 2019 - July 9, 2034 A long-term guaranteed loan of NT$1,982 thou-
sand
August 18, 2016 - February 18, 2029 A long-term guaranteed loan of NT$56.33 mil-
lion
Kaohsiung Bank 111.06.01-118.02.28 A mid-term mortgage loan of NT$49,802,000
loan

None
February 15, 2022 - February 15,
2024

A short-term guaranteed loan of NT$20 million
loan

None

(Note 1) The contract between the Company and Xinneng has been completed and is pending acceptance by its owner, Taiwan Power Company.

(Note 2) Every site shall look into the DSCR (Debt Service Coverage Ratio) after officially generating electricity for a year. If the DSCR is less than 1.3 times, an additional reserve equal to the sum of the principal and interest shall be collected in the impound account; if it is less than 1.2 times, the contracting party may not draw any of the balance in the deposit account with the Bank, distribute cash dividend, or repay the debts for transactions with shareholders.

(Note 3) Every site shall look into the DSCR (Debt Service Coverage Ratio) after officially generating electricity for a year. If the DSCR is less than 1.1 times, the whole project shall be deemed as default and the Bank may require the borrower to pay off all or part of the loan at once.

54

Six.Overview of Finance

I. Condensed financial information for the most recent five years

  • (I) Condensed balance sheet and comprehensive income statement

Consolidated statement:

  1. Condensed balance sheet - IFRS (Unit: NTD thousand)
Six.Overview of Finance
I.
Condensed financial information for the most recent five years
(I) Condensed balance sheet and comprehensive income statement
Consolidated statement:
1. Condensed balance sheet - IFRS (Unit: NTD thousand)
Six.Overview of Finance
I.
Condensed financial information for the most recent five years
(I) Condensed balance sheet and comprehensive income statement
Consolidated statement:
1. Condensed balance sheet - IFRS (Unit: NTD thousand)
Six.Overview of Finance
I.
Condensed financial information for the most recent five years
(I) Condensed balance sheet and comprehensive income statement
Consolidated statement:
1. Condensed balance sheet - IFRS (Unit: NTD thousand)
Six.Overview of Finance
I.
Condensed financial information for the most recent five years
(I) Condensed balance sheet and comprehensive income statement
Consolidated statement:
1. Condensed balance sheet - IFRS (Unit: NTD thousand)
Six.Overview of Finance
I.
Condensed financial information for the most recent five years
(I) Condensed balance sheet and comprehensive income statement
Consolidated statement:
1. Condensed balance sheet - IFRS (Unit: NTD thousand)
Six.Overview of Finance
I.
Condensed financial information for the most recent five years
(I) Condensed balance sheet and comprehensive income statement
Consolidated statement:
1. Condensed balance sheet - IFRS (Unit: NTD thousand)
Six.Overview of Finance
I.
Condensed financial information for the most recent five years
(I) Condensed balance sheet and comprehensive income statement
Consolidated statement:
1. Condensed balance sheet - IFRS (Unit: NTD thousand)
Unit: NTDthousand
Year
Item
Financial information for the most recent five years (Note 1)
2018 2019 2020 2021 2022
Current assets 467,944 881,543 579,466 987,251 1,016,402
Property, plant and equipment 198,746 647,934 631,046 604,868 701,749
Intangible assets - 31,697 30,090 27,796 27,268
Other assets 277,726 314,905 386,984 1,253,709
Total assets 944,416 1,876,079 1,627,586 2,547,046 2,999,128
Current liabilities Before distribution 203,266 517,080 243,589 439,301 455,473
After distribution 190,072 469,096 195,605 439,301 455,473
Non-currentliabilities 38,989 299,011 309,906 461,064 823,422
Total liabilities Before distribution 242,255 816,081 553,495 900,365 1,278,895
After distribution 229,061 768,097 505,511 900,365 1278,895
Attributable to the shareholder’s eq-
uity of the parent company
702,161 1,059,998 1,074,091 1,642,314 1,660,020
Capitalstock(Note2) 659,680 959,680 959,680 1,359,680 1,454,858
Capital reserve - 29,054 29,054 133,054 133,054
Retained earnings
(to be used to
make up losses)

Before distribution
42,481 71,264 85,357 149,593 72,302
After distribution 29,287 23,280 37,373 1,262 NA
Other equity - - - (13)- (194)
Treasury stock - - - - -
Non-controlling equity - - - 4,367- 60,213
Total equity Before distribution 702,161 1,059,998 1,074,091 1,646,681 1,720,233
After distribution 688,967 1,012,014 1,026,107 1,619,487 NA

Note 1: The above financial data for each period have been audited and certified by CPAs.

Note 2: The Company implemented a follow-on offering in cash and issued common shares that worth NT$400,000 thousand in 2021.

55

2. Comprehensive income - IFRS (Unit: NTD thousand)

Unit: NTD for earnings per share; NTD thousand for the rest Unit: NTD for earnings per share; NTD thousand for the rest Unit: NTD for earnings per share; NTD thousand for the rest Unit: NTD for earnings per share; NTD thousand for the rest Unit: NTD for earnings per share; NTD thousand for the rest Unit: NTD for earnings per share; NTD thousand for the rest
Year
Item
Financial information for the most recent five years (Note 1)
2018 2019 2020 2021 2022
Operating revenue 412,573 793,729 609,148 324,446 281,520
Operating gross profit 76,447 77,831 108,771 149,189 119,722
Operating profit (loss) 38,589 40,710 64,350 106,434 74,992
Non-operating revenue and
expenses
9,317 5,975 (3,014) 10,278 (18,733)
Net (loss) income before in-
come tax
47,906 46,685 61,336 116,712 56,259
Net profit of continuing oper-
ations in current period
46,943 41,977 62,077 11,2783 46,434
Loss from discontinued opera-
tion
- - - - -
Net income (loss) in current
period
46,943 41,977 62,077 112,783 46,434
Other current comprehensive
income or loss (net amount af-
ter tax)
46,943 41,977 62,077 112,757 46,090
Total current comprehensive
income or loss
46,943 41,977 62,077 112,757 46,090
Net profit attributable to own-
ers of the parent
46,943 41,977 62,077 112,220 45,080
Net profit attributable to non-
controlling equity
- - - 563 1354
Total comprehensive income
attributable to owners of the
parent
46,943 41,977 62,077 112,207 44,899
Total comprehensive income
attributable to non-controlling
equity
- - - 550 1,191
Earnings (losses) per share 0.71 0.53 0.65 1.03 0.31

Note 1: The year for which CPAs did not conduct audit or certification must be indicated.

56

Separate statement:

1. Condensed balance sheet - IFRS (Unit: NTD thousand)

Unit: NT$‘000 Unit: NT$‘000 Unit: NT$‘000 Unit: NT$‘000 Unit: NT$‘000 Unit: NT$‘000 Unit: NT$‘000 Unit: NT$‘000
Year
Item

Financial information forthemostrecentfive years (Note1)
2018 2019 2020 2021 2022
Current assets 349,135 682,832 340,258 747,846 628,590
Property, plant and equipment 101,651 128,977 123,354 129,178 149,590
Intangible assets - - - - -
Otherassets 438,410 776,117 840,301 1,074,411 1,354,449
Total assets 889,196 1,587,926 1,303,913 1,951,435 2,132,629
Current liabili-
ties
Before distribution 185,452 516,414 204,046 286,551 294,784
After distribution 172,258 468,430 156,062 286,551 NA
Non-current liabilities 1,583 11,514 25,776 22,570 177,825
Total liabilities Before distribution 187,035 527,928 229,822 309,121 472,609
After distribution 173,841 479,944 181,838 309,121 NA
Capitalstock(Note 2) 659,680 959,680 959,680 1,359,680 1,454,858
Capital reserve - 29,054 29,054 133,054 133,054
Retained earnings
(to be used to make
up losses)
Before distribution 42,481 71,264 85,357 149,593 72,302
After distribution 29,287
23,280
37,373 27,222 NA
Other equity - - - (13) (194)
Treasury stock - - - - -
Non-controlling equity - - - - -
Total equity Before distribution 702,161 1,059,998 1,074,091 1,642,314 1,660,020
After distribution 688,967 1,012,014 1,074,091 1,615,121 NA

Note 1: The above financial data for each period have been audited by CPAs.

Note 2: The Company implemented a follow-on offering in cash and issued common shares that worth NT$400,000 thousand in 2021.

57

2. Comprehensive income - IFRS (Unit: NTD thousand)

Unit: NTD for earnings per share; NTD thousand for the rest

Unit: NTD for earnings per share; NTD thousand for the rest Unit: NTD for earnings per share; NTD thousand for the rest Unit: NTD for earnings per share; NTD thousand for the rest Unit: NTD for earnings per share; NTD thousand for the rest Unit: NTD for earnings per share; NTD thousand for the rest
Year
Item
Financial information forthemostrecentfive years (Note1)
2018 2019 2020 2021 2022
Operating revenue 350,413 743,575 546,409 253,508 146,785
Operating gross profit 68,792 60,676 82,919 122,142 48,298
Operating profit (loss) 33,267 27,686 51,710 88,857 12,074
Non-operating revenue and
expenses
13,676 15,543 9,186 24,175 33,080
Net loss before tax 46,943 43,229 60,896 113,374 45,154
Net profit of continuing oper-
ations in current period
46,943 41,977 62,077 112,220 45,080
Loss from discontinued oper-
ation
- - - - -
Net income (loss) in current
period
46,943 41,977 62,077 112,220 45,080
Other current comprehensive
income or loss (net amount
after tax)
46,943 41,977 62,077 112,220 45,080
Total current comprehensive
income or loss
46,943 41,977 62,077 112,220 45,080
Earnings (losses) per share 0.71 0.53 0.65 1.03 0.31

Note 1: The above financial data for each period have been audited by CPAs.

(III) Matters of significance which affected the comparability of the above-mentioned financial statements, and the impact of these matters on the financial statements of the current year: None.

(IV) Names and audit opinions of CPAs for the most recent five years

1. Names and audit opinions of CPAs 1. Names and audit opinions of CPAs
Year Name of CPA firm Name of CPA Reason of change Audit opinions
(IV) Names and audit opinions of CPAs for the most recent five years (IV) Names and audit opinions of CPAs for the most recent five years (IV) Names and audit opinions of CPAs for the most recent five years (IV) Names and audit opinions of CPAs for the most recent five years (IV) Names and audit opinions of CPAs for the most recent five years
1. Names and audit opinions of CPAs
Year Name of CPA firm Name of CPA Reason of change Audit opinions
2018 Deloitte Taiwan Chi-Chen
Li,
Hung-Ju
Liao

-
Unqualified opinion
2019 Deloitte Taiwan Chi-Chen
Li,
Hung-Ju
Liao

-
Unqualified opinion
2020 Deloitte Taiwan Chi-Chen
Li,
Hung-Ju
Liao

-
Unqualified opinion
2021 Baker Tilly Clock & Co Yin-Lai Chou, Chia-Yu
Lai

Operating needs
Unqualified opinion
2022 Baker Tilly Clock & Co Yin-Lai Chou, Chia-Yu
Lai

-
Unqualified opinion

58

II. Financial analysis for the most recent five years

IFRS (consolidated)

IFRS (consolidated) IFRS (consolidated) IFRS (consolidated)
Year
Analysis item(Note 3)
Financialanalysisforthemostrecentfive years (Note1)
2018 2019 2020 2021 2022
Finan-
cial
struc-
ture
(%)
Debt to assetratio 25.65 43.48 34.01 35.35 42.64
Ratio of long-term capital to
property, plant and equipment
371.35 202.22 219.32 348.46 362.47
Sol-
vency
Currentratio (%) 230.21 170.48 237.89 224.73 223.15
Quick ratio (%) 117.13 85.5 228.77 218.65 181.31
Interest coverageratio (time) 331.39 1,050.04 691.99 1243.34 642.21
Operat-
ing ca-
pacity
Receivables turnover(times) 5.00 4.21 2.60 1.72 2.12
Average collectiondays 74 87 141 212.20 172.16
Inventory turnover rate
(times)
14.70 32.14 33.62 8.34 1.8
Average inventory turnover
days
25 12 11 43.76 202.77
Property, plant and equipment
turnover(times)
3 1.87 0.95 0.53 0.43
Totalassets turnover(times) 0.44 0.56 0.37 0.16 0.10
Profita-
bility
Returnonassets (%) 5.41 3.31 4.02 5.79 1.99
Return on shareholders’ eq-
uity (%)
6.92 4.84 5.82 8.29 2.76
Percentage
in paid-in
capital (%)
Operating in-
come
5.85 4.24 6.71 8.58 3.19
Income before
tax
7.26 4.94 6.39 34.76 3.87
Net profitmargin(%) 11.38 5.38 10.19 34.76 16.49
Earningsper share(NTD) 0.71 0.54 0.65 1.03 0.31
Cash
flow
Cash flowratio (%) 6.08 (30.77) 112 54.42 (16.03)
Cash flow adequacyratio(%) (87.74) (97.95) 6.34 55.70 47.56
Cash reinvestmentratio (%) 1.42 (10.79) 20.67 8.05 (3.39)
Lever-
age
Operatingleverage 1.08 1.63 1.69 1.30 1.44
Financial leverage 1.01 1.13 1.19 1.11 1.31
Reasons of the variation of more than 20% in the financial ratio in the most recent two years are explained below:
The net cash outflow from operating activities in 2022 was lower than in recent years due to poorer operating capacity and
profitability, mainly due to the fact that the solar project and the project of Taiwan Power Company were both under construction
and readyforproduction,soprofitabilityindicators were not asgood as in the sameperiod lastyear.

IFRS (separate)

IFRS (separate) IFRS (separate)
Year
Analysis item(Note 3)
Financialanalysisforthemostrecent five years (Note1)
2018 2019 2020 2021 2022
Financial
structure
(%)
Debt to assetratio 21.03 33 17.63 16 22
Ratio of long-term capital to property,
plant and equipment
690.76 822.41 881.85 1281 1217
Solvency Currentratio (%) 188.26 132.23 166.76 260 213
Quick ratio (%) 180.24 129.94 157.48 252 160
Interest coverageratio (time) 324.74 39.42 26.99 4038 377
Operating
capacity
Receivables turnover(times) 2.06 4.07 2.60 2.27 1.31
Average collectiondays 178 90 141 160 278
Inventory turnover rate (times) 22.84 58.2 31.12 6.26 1.11
Averageinventory turnoverdays 16 7 12 58 328
Property, plant and equipment turnover
(times)
3.3 5.77 4.43 0.98 1.96
Total assets turnover(times) 0.39 0.47 0.42 0.13 0.07

59

Profitabil-
ity
Returnonassets (%) Returnonassets (%) 5.63 3.52 4.42 0.058 0.022
Return on shareholders’ equity (%) 6.92 4.84 5.82 0.068 0.027
Percentage in
paid-in capital
(%)
Operatingincome 5.04 5.39 6.47 6.54 0.83
Income before tax 7.12 6.35 6.35 8.34 3.10
Net profitmargin(%) 13.40 5.74 11.36 44 31
Earningsper share(NTD) (Note 2) 0.71 0.53 0.65 0.94 0.31
Cash flow Cash flowratio (%) (2.10) (30.53) 89.40 75.62 (6.70)
Cash flow adequacyratio(%) (62.90) (50.86) (57.99) 51.20 42.25
Cash reinvestmentratio (%) (0.47) (14.13) 15.37 0.128 (0.31)
Leverage Operatingleverage 2.02 1.30 1.17 1.28 3.75
Financial leverage 1.00 1.13 1.05 1.02 1.36
Reasons of the variation of more than 20% in the financial ratio in the most recent two years are explained below:
The net cash outflow from operating activities in 2022 was lower than in recent years due to poorer operating capacity and
profitability, mainly due to the fact that the solar project and the project of Taiwan Power Company were both under construction
andreadyforproduction, so profitabilityindicators werenot as good asinthe same periodlast year.
Note 1: The financial data for the most recent five years have been audited by CPAs.

Note: The calculation formula for the financial analysis is described below:

  1. Financial structure

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

  3. (2) Long-term capital to fixed assets ratio = (net shareholders' equity + long-term liabilities) / net fixed assets.

    1. Solvency
  4. (1) Current ratio = current assets / current liabilities.

  5. (2) Quick ratio = (current assets - inventory - prepayments) / current liabilities.

  6. (3) Interest coverage ratio = net profit before interest and tax / interest expenses for the current period

  7. Operating capacity

  8. (1) Receivables turnover (including accounts receivable and notes receivable from business activities) = net sales / average receivables balance (including accounts receivable and notes receivable from business activities).

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

  10. (3) Inventory turnover = sales cost / average inventory amount.

  11. (4) Payables (include payable amounts and payable bills from operation) turnover = sales cost / average accounts payable in each period (include payable amounts and payable bills from operation) balance.

  12. (5) Average days in sales=365 / inventory turnover.

  13. (6) Fixed assets turnover = net sales / net fixed assets.

  14. (7) Total assets turnover = net sales / total assets.

  15. Profitability

  16. (1) Return on assets = [net profit (loss) after tax + interest expense x (1 - tax rate)] / average total assets.

  17. (2) Return on shareholders' equity = net profit (loss) after tax / average net shareholders' equity.

  18. (3) Net profit margin = net profit (loss) after tax / net sales.

  19. (4) Earnings per share = (net income - preferred dividends) / weighted average number of shares issued.

  20. Cash flow

  21. (1) Cash flow ratio = cash flow from operating activities / current liabilities.

  22. (2) Cash flow adequacy ratio = net cash flow from operating activities in the most recent five years / (capital expenditure + inventory increase + cash dividends) in the most recent five years.

  23. (3) Cash flow reinvestment ratio = (cash flow from operating activities - cash dividends) / (gross fixed asset + longterm investments + other assets + operating capital).

  24. Degree of leverage

  25. (1) Degree of operating leverage = (net operating revenues - variable operating costs and expenses) / operating income.

  26. (2) Degree of financial leverage = operating income / (operating income - interest expense).

60

  • III. The Audit Committee’ Review Report on the financial statement of the most recent year

Audit Committee’s Audit Report

The Board of Directors of the Company has prepared the FY2022 business report, financial statements, and earning distribution proposal, etc. The financial statements (balance sheet, statement of comprehensive income, statement of changes in shareholder's equity, and statement of cash flow) and the consolidated financial statements have been duly audited by the CPAs Yin-Lai Chou and Chia-Yu Lai of Baker Tilly Clock & Co authorized by the Board of Directors, and the audit report has been issued. We hereby further declare and confirm that the aforementioned business report, financial statements (including the consolidated statements), and proposed distribution of earnings have been further duly audited by us, the Audit Committee, and no nonconformities were found. We hereby issue this Report in accordance with Article 219 of the Company Act. Please review and approve.

Submitted to

FY2023 Shareholders’ Meeting of the Company

Luxe Green Energy Technology Co.,Ltd.

Audit Committee Convener: Chen Chao-Lai

February 21, 2023

61

NO.23861110A

IV. Financial statement of the most recent year

Auditor’s Report

LUXE GREEN ENERGY TECHNOLOGY CO., LTD.:

Audit Opinions

We have duly audited the parent company only accompanying parent company only balance sheets of Luxe Green Energy Technology Co., Ltd. (originally: Luxe Electric Co., Ltd) as of December 31, 2022 and 2021, as well as the accompanying parent company only statements of income, changes in equity and cash flows from January 1 to December 31, 2022 and 2021, and provided the related notes to the parent company only financial statements (including the summary of significant accounting policies).

In our opinion, the financial statements referred to above present fairly, in all material respects, the parent company only financial position of Luxe Green Energy Technology Co., Ltd. as of December 31, 2022 and 2021, and the results of its operations and its cash flows from January 1 to December 31, 2022 and 2021 in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis of audit opinion

We conducted our audit in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the prevailing Generally Accepted Auditing Standards. Our responsibilities under such standards are further described in the “CPA’s responsibility for the audit of financial statements” section in this report. We are independent of Luxe Green Energy Technology Co., Ltd., and our conduct our affairs is in accordance with the Norms of Professional Ethics for Certified Public Accountants and fulfilled all other responsibilities thereunder. We believe that we have acquired sufficient and appropriate audit evidence to base our audit opinions.

Key audit matters

A key audit matter is one that, in our professional judgment, is most significant in relation to our audit of the parent company only financial statements of Luxe Green Energy Technology Co.,Ltd for FY2022. Such matters were addressed during the overall audit of the parent company only financial statements and the process of forming the audit opinions, and thus we did not provide opinions separately towards such matters.

The following is a summary of the key audit matters of the parent company only financial statements of Luxe Green Energy Technology Co.,Ltd in FY2022:

Construction contracts

As stated in Notes 4(13) and 6(18) to the parent company only financial statements, the Company's construction revenue for FY2022 amounted to NT$64,704 thousand, which accounted for 44% of the total net operating revenue and had a significant impact on the parent company only financial statements. The construction revenue of Luxe Green Energy Technology Co., Ltd. is recognized through the cost input ratio of project cost, based on the gradual satisfaction of performance obligations over time. In view of the fact that the estimated total cost of uncompleted construction projects and the construction cost invested will impact the accuracy of the recognition of construction revenue, we have included the area in the key audit matters of the year.

62

The major audit procedures we conducted for this key audit matter include:

  • I. Understanding and examining the effectiveness of the design and implementation of the internal control system related to the estimated total construction cost and the recognition of relevant construction revenue.

  • II. Sampling the construction project progress schedule, construction contracts and construction cost invested in the current period, and re-calculating the percentage of the completed construction, in order to verify the accuracy of the recognition of construction revenue.

- Long term construction work receivables involving any unsettled litigation

As disclosed in Notes 5, 6(11) and 9(3) to the parent company only financial statements, as of December 31, 2022, the long-term project receivables of Luxe Green Energy Technology Co.,Ltd amounted to NT$207,991 thousand (net of allowance for losses of NT$178,575 thousand and estimated late penalties). Because of the uncertain outcome of pending litigation, the recoverable amount of the long-term project receivables involves management's assumptions about the final judgment of the court. Accordingly, we have considered the above long-term receivables as a key audit matter.

The major audit procedures we conducted for this key audit matter include:

  • I. Review the recent verdict documents of the litigation and obtaining the legal confirmation of the appointed lawyer of the litigation to evaluate the reasonableness of the management’s assumption.

  • II. Evaluate the completeness of the disclosure of this lawsuit by Luxe Green Energy Technology Co., Ltd.

Responsibility of the management and governance unit for the parent company only financial statements

The management was responsible for preparation of the parent company only financial statements with fair presentation in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and maintaining the necessary internal control related to the preparation of the parent company only financial statements to ensure that the parent company only financial statements were free of material misstatements due to fraud or errors.

In preparing the parent company only financial statements, management's responsibility also includes evaluating the ability of Luxe Green Energy Technology, Co., Ltd. to continue as a going concern, the related disclosures, and the basis of accounting for going concern, unless management intends to liquidate Luxe Green Energy Technology, Co., Ltd. or to cease operations, or there is no practical alternative to liquidation or cessation of operations.

The governance unit (including the Audit Committee) of Luxe Green Energy Technology, Co., Ltd. assumes the responsibility of overseeing the financial reporting process.

63

CPA’s responsibility for the audit of the parent company only financial statements

We audited the parent company only financial statements for the purpose of obtaining reasonable assurance about whether the parent company only financial statements were free of material misstatements due to fraud or errors and issuing an audit report. However, an audit performed in accordance with generally accepted auditing standards does not provide assurance that material misstatements in parent company only financial statements can be detected. The misstatements might be due to fraud or errors. If an individual or total amount misstated was reasonably expected to have an impact on the economic decision-making of users of the parent company only financial statements, the misstatements were deemed as material.

We conducted our audit in accordance with generally accepted auditing standards and applied our professional judgment and professional skepticism. We also performed the following works:

  • I. Identify and assess the risks of material misstatement of parent company only financial statements, whether due to fraud or error; design and implement appropriate policy responses to those risks; and obtain sufficient and appropriate evidence to form the basis of an opinion. Since fraud may involve collusion, forgery, omission on purpose, fraudulent statements or violation of internal control, we did not find that the risk of misstatements due to fraud was higher than the same due to errors.

  • II. We obtained an understanding of the internal control relevant to our audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of Luxe Green Energy Technology Co., Ltd.

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

  • IV. Based on the evidence obtained, we have reached a conclusion as to the appropriateness of management's adoption of the going concern basis of accounting and whether there is any material uncertainty about events or circumstances that may cast significant doubt about the ability of Luxe Green Energy Technology Co., Ltd. to continue as a going concern. If any material uncertainty was deemed to exist in such event or circumstance, we must provide a reminder in the parent company only financial statements for the users to pay attention to relevant disclosure therein, or amend our audit opinions when such disclosure was inappropriate. Our conclusion was drawn based on the audit evidence acquired as of the date of this audit report. However, future events or circumstances might result in a situation where Luxe Green Energy Technology Co., Ltd. would no longer have the ability to function as a going concern.

  • V. We evaluated the overall presentation, structure and contents of the parent company only financial statements (including relevant notes), and whether the parent company only financial statements presented relevant transactions and events fairly.

  • VI. We acquired sufficient and appropriate audit evidence with respect to the parent company only financial information of the entities comprising Luxe Green Energy Technology Co., Ltd. to provide opinions regarding the parent company only financial statements. We were responsible for instruction, supervision and implementation of the audit cases, as well as formation of the audit opinions on Luxe Green Energy Technology Co., Ltd.

The matters for which we communicated with the governance unit include the planned audit scope and time, and major audit findings (including the significant deficiencies of internal control identified during the audit.)

64

We also provided a declaration of independence to the governance unit, which assured that we complied with the requirements related to independence in the Norms of Professional Ethics for Certified Public Accountants, and communicated all relationships and other matters (including relevant protective measures), which we considered to be likely to cause an impact on the independence of CPAs, to the governance unit.

We determined the key audit matters to be audited in the FY2022 parent company only financial statements of Luxe Green Energy Technology Co., Ltd. based on the matters communicated with the governance unit. Unless public disclosure of certain matters was prohibited by related laws or regulations or if, in very exceptional circumstances, we determined not to cover such matters in the audit report, as we could reasonably expect that the negative impact of the coverage was greater than the public interest brought thereby, we specified such matters in the audit report.

Baker Tilly Clock & Co

CPA: Yin-Lai Chou

CPA:

Chia-Yu Lai Approval No.: (1991) Tai-Tsai-Cheng (6) No. 53585 Jin-Guan-Zheng-Shen-Zi No. 1050043092

February 21, 2023

65

Luxe Green Energy Technology Co., Ltd.

(Originally: Luxe Electric Co., Ltd)

Parent Company Only Balance Sheet

December 31, 2022 and 2021

Unit: NT$‘000 Unit: NT$‘000
Assets Notes December 31, 2022 December 31, 2021
Code AccountingItem Amount % Amount %
11xx
1100
1110
1136
1140
1150
1170
1180
1200
1210
1220
1310
1410
1470
11xx
15xx
1535
1550
1600
1755
1915
1920
1930
1990
15xx
1xxx
Current assets
Cash
Financial assets measured at fair
value through profit or loss -
current
Financial assets measured at
amortized cost - current
Contract assets - current
Notesreceivable
Accountsreceivable
Accountsreceivable - related
parties
Otherreceivables
Other receivables - related par-
ties
Incometax assets in current
period
Inventory
Prepayment
Othercurrent assets
Total current assets
Non-current assets
Financial assets measured at
amortized cost - non-current
Investment under the equity
method
Property, plant and equipment
Right-of-use assets
Prepayment for equipment pur-
chase
Refundable deposit
Long-term notes and accounts
receivable
Other non-current assets
Total non-current assets
Total assets
6(1)
6(2)
6(25)
6(3)
6(18), 7
6(4)
6(4)
6(4), 7
7
6 (23)
6(5)
6(6)
6(10)
6(3)
6(7)
6(8)
6(9)
6(6)
6(11)
$ 216,378
53,752
100,000
42,400
1,310
28,752

1,734
168
46
155,415
23,756
4,879
10
2
5
2

1




7
1
$ 504,942


22,032
7,256
12,584
172,979
449
208

24,041
799
2,556
26


1

1
9



1

628,590 28 747,846 38
55,643
999,783
149,590
15,924
57,239
17,869
207,991
3
47
7
1
3
1
10
72,854
717,744
129,178
8,484
56,522
8,607
207,991
2,209
4
37
7

3

11
1,504,039 72 1,203,589 62
$ 2,132,629 100 $ 1,951,435 100

(Please refer to the notes to the parent company only financial statements)

(Continued on next page)

66

Luxe Green Energy Technology Co., Ltd.

(Originally: Luxe Electric Co., Ltd)

Parent Company Only Balance Sheet (continued)

December 31, 2022 and 2021

Unit: NT$‘000 Unit: NT$‘000
Liabilities and Equity Notes December 31, 2022 December 31, 2021
Code AccountingItem Amount % Amount %
21xx
2100
2130
2150
2170
2180
2220
2220
2230
2250
2280
2270
2300
21xx
25xx
2540
2550
2570
2580
2645
25xx
2xxx
3xxx
3110
3200
3300
3310
3320
3350
3400
3xxx
Current liabilities
short-term borrowings
Contract liabilities - current
Notes payable
Accounts payable
Accounts payable - related par-
ties
Other payables
Other payables - related parties
Income tax liabilities in current
period
Liability reserve - current
Lease liabilities - current
Long-term borrowings maturing
within one year
Other current liabilities
Total current liabilities
Non-current liabilities
Long-term borrowings
Liability reserve - non-current
Deferred income tax liabilities
Lease liabilities - non-current
Deposit received
Total non-currentliabili-
ties
Totalliabilities
Equity
Common share capital
Capital reserve
Retained earnings
Legal reserve
Special reserve
Undistributed earnings
Other equity
Total equity
6(12)
6(17)
6(14)
6(14)
6(14) and 7
7
6 (23)
6(9)
6(13)
6(13)
6 (23)
6(9)
6(16)
$ 182,840
5,144

70,632
19,554
11,095
52
257
617
2,959
1,182
452
9


3
1
1





$ 149,709
396
331
15,518
103,852
12,509

1,072
133
1,489
1,104
438
8


1
5
1





294,784 14 286,551 15
161,523
2,151

13,205
946
8


1
12,604
2,546
134
7,169
117
1



177,825 9 22,570 1
472,609 23 309,121 16
1,454,858
133,054
25,948
13
46,341
(194)
68
6
1

2
1,359,680
133,054
14,726

134,867
(13)
69
7
1

7
1,660,020 77 1,642,314 84
Total Liabilities and Equity $ 2,132,629 100 $ 1,951,435 100

(Please refer to the notes to the parent company only financial statements)

Chairman: Chen Chien-JenPresident: Chen Lien-TsungChief Accounting Officer: Chien Shih-Chang

67

Luxe Green Energy Technology Co., Ltd.

(Originally: Luxe Electric Co., Ltd)

Parent Company Only Statement of Comprehensive Income

January 1 to December 31, 2022 and 2021

Unit: NT$‘000 Unit: NT$‘000
Code Item Notes FY2022 FY2021
Amount % Amount %
4100
5000
5900
5910
5920
5950
6000
6100
6200
6300
6450
6000
6900
7000
7100
7010
7020
7050
7070
7000
7900
7950
8200
8300
8310
8316
8360
8361
8399
8500
9750
9850
Net operating revenue
Operating costs
Operating gross profit
Unrealized sales profit
Realized sales profit
Gross profit (net)
Operating expenses
Marketing expense
Administrative expense
R&D expense
Profit from reversal of expected credit impair-
ment
Total operating expense
Net operating profit
Non-operating revenue and expenses
Interest income
Other revenue
Other profits and losses
Financial cost
Share of profit/loss of subsidiaries under the
equity method
Total non-operating revenue and expense
Net profit before tax
Income tax expense
in current period
Other comprehensive income
Items not reclassified to profit or loss
Unrealized valuation loss on investments in eq-
uity instruments measured at fair value through
other comprehensive income
Items able to be reclassified as profit or loss in the
future
Exchange difference from conversion of finan-
cial statements of foreign operations
Income tax related to titles potentially being re-
classified
Total current comprehensive income or loss
Earnings per share (NT$)
Basic
Diluted
6(18)
6(19)
6 (23)

6(17)
$ 146,785
(98,487)
100
(67)
$ 253,508
(131,323)
100
(52)
48,298

37
33

122,185
(43)
48

48,335 33 122,142 48
(7,704)
(25,805)
(2,752)
(5)
(18)
(2)
(5,955)
(23,631)
(3,890)
191
(2)
(9)
(2)
(36,261) (25) (33,285) (13)
12,074 8 88,857 35
840
3,769
(562)
(3,220)
32,253
1
2

(2)
22
357
9,477
3,103
(2,229)
13,809

4
1
(1)
5
33,080 23 24,517 9
45,154
(74)
31
113,374
(1,154)
44
45,080 31 112,220 44
(194)
13



(13)


$ 44,899 31 $ 112,207 44
$ 0.31
$ 0.31
$ 0.94
$ 0.94

(Please refer to the notes to the parent company only financial statements)

Chairman: Chen Chien-JenPresident: Chen Lien-TsungChief Accounting Officer: Chien Shih-Chang

68

Luxe Green Energy Technology Co., Ltd.

(Originally: Luxe Electric Co., Ltd)

Parent Company Only Statement of Changes in Equity

January 1 to December 31, 2022 and 2021

Unit: NT$‘000
Code Item Common share capi-
tal
Capital reserve Retained earnings Other equity items Total equity
Legal reserve Special reserve Undistributed earn-
ings
Exchange difference
from conversion of
financial statements
of foreign operations
Unrealized valuation
loss on financial as-
sets measured at fair
value through other
comprehensive in-
come
A1
B1
B5
D1
D3
D5
E1
Z1
B1
B3
B5
B9
D1
D3
D5
Balance as of January 1, 2021
Legal reserve
Cash dividend for shareholders
in current period
Other comprehensive income in
current period
Total current comprehensive in-
come or loss
Follow-on offering
Balance on December 31, 2021
Provision for legal reserve
Provision for special reserve
Cash dividend for shareholders
Common stock dividends
in current period
Other comprehensive income in
current period
Total current comprehensive in-
come or loss
$ 959,680 $ 29,054 $ 8,518 $ - $ 76,839 $ - $ - $ 1,074,091






6,208




(6,208)
(47,984)
112,220



(13)




(47,984)
112,220
(13)
112,220 (13) 112,207
400,000 104,000 504,000
1,359,680 133,054 14,726 134,867 (13) 1,642,314



95,178






11,222




13



(11,222)
(13)
(27,193)
(95,178)
45,080





13





(194)


(27,193)

45,080
(181)
45,080 13 (194) 44,899
Z1 Balance as of December 31,2022 $ 1,454,858 $ 133,054 $ 25,948 $ 13 $ 46,341 $ - $ (194) $ 1,660,020

(Please refer to the notes to the parent company only financial statements)

Chairman: Chen Chien-JenPresident: Chen Lien-TsungChief Accounting Officer: Chien Shih-Chang

69

Luxe Green Energy Technology Co., Ltd.

(Originally: Luxe Electric Co., Ltd)

Parent Company Only Cash Flow Statement

January 1 to December 31, 2022 and 2021

Unit: NT$‘000
Code Item FY2022 FY2021
AAAA
A10000
A20010
A20100
A20300
A20900
A21200
A22400
A22500
A23100
A23900
A24000
A29900
A30000
A31125
A31130
A31150
A31160
A31180
A31190
A31200
A31230
A31240
A32125
A32130
A32150
A32160
A32180
A32190
A32200
A32230
AAAA
A33100
A33300
A33500
AAAA
Cash flow from operating activities:
Pre-tax net profit in current period
Income and expense items:
Depreciation expense
Loss (profit) from expected credit impairment
Financial cost
Interest income
Share of profit/loss of subsidiaries under the equity
method
Loss (profit) from disposal of property, plant, and
equipment
Disposal of investment interests
Unrealized sales profit
Realized sales profit
Profit from lease changes
Changes in assets/liabilities related to operating activi-
ties
Contract assets
Notes receivable
Accounts receivable
Accounts receivable - related parties
Other receivables
Other receivables - related parties
Inventory
Prepayment
Other current assets
Contract liabilities
Notes payable
Accounts payable
Accounts payable - related parties
Other payables
Other payables - related parties
Liability reserve
Other current liabilities
Cash inflow (outflow) from operations
Interest received
Interest paid
Income tax returned
Net cash inflow (outflow) from operating activities
$ 45,154
10,208

3,220
(840)
(32,253)
21
(250)

(37)
(12)
(20,368)
5,946
(16,168)
172,979
(1,345)
40
(131,374)
(22,957)
(2,323)
4,748
(331)
55,114
(84,298)
(1,714)
52
89
14
$ 113,374
8,592
(191)
2,229
(357)
(13,809)
(342)

43


88,542
58,949
95,101
(172,537)
(300)
2
(6,058)
137
(2,341)
19
331
(56,175)
103,818
2,852

(722)
22
(16,685)
900
(2,920)
(1,069)
221,179
293
(4,832)
52
(19,774) 216,692

(Continued on next page)

70

Luxe Green Energy Technology Co., Ltd.

(Originally: Luxe Electric Co., Ltd)

Parent Company Only Cash Flow Statement (continued)

January 1 to December 31, 2022 and 2021

Luxe Green Energy Technology Co., Ltd.
(Originally: Luxe Electric Co., Ltd)
Parent Company Only Cash Flow Statement (continued)
January 1 to December 31, 2022 and 2021
Luxe Green Energy Technology Co., Ltd.
(Originally: Luxe Electric Co., Ltd)
Parent Company Only Cash Flow Statement (continued)
January 1 to December 31, 2022 and 2021
Unit: NT$‘000
FY2021
$ -
7,438


(183,972)


(11,838)
355
(1,502)

(49,870)
9,560
(229,829)
30,000

(1,104)

(400)
(2,547)
(47,984)
504,000
481,965
468,828
36,114
$ 504,942
Code Item FY2022 FY2021
BBBB
B00040
B00050
B00100
B01800
B02200
B02300
B02400
B02700
B02800
B03700
B03800
B07100
B07600
BBBB
CCCC
C00100
C01600
C01700
C03000
C03100
C04020
C04500
C04600
CCCC
EEEE
E00100
E00200
Cash flow from investing activities
Acquisition of financial assets measured at amortized
cost
Disposal of financial assets measured at amortized
cost
Acquisition of financial assets at fair value through
profit or loss
Acquisition of investment under the equity method
Acquisition of subsidiaries
Disposal of subsidiaries
Capital reduction of investee company and return of
share capital recognized under the equity method
Acquisition of property, plant, and equipment
Disposal of property, plant, and equipment
Increase in refundable deposit
Decrease in refundable deposit
Increase in prepayment for equipment
Dividend received
Net cash outflow from investing activities
Cash flow from financing activities
Increase in short-term borrowings
Borrowing of long-term borrowings
Repayment of long-term borrowings
Increase in deposit received
Decrease in deposits received
Repayment of principal for lease liabilities
Allocation of cash dividends
Follow-on offering
Net cash inflows from financing activities
(Decrease) increase in cash and cash equivalents for the
period
Cash balance at beginning of period
Cash balance at ending of period

$ (82,789)

(53,752)
(230,000)
(63,000)
1,500
30,000
(18,821)
45

(9,262)
(7,674)
11,820
$ -
7,438


(183,972)


(11,838)
355
(1,502)

(49,870)
9,560
(421,933) (229,829)
33,131
148,997

829

(2,621)
(27,193)
30,000

(1,104)

(400)
(2,547)
(47,984)
504,000
153,143 481,965

(288,564)
504,942
468,828
36,114
$ 216,378 $ 504,942

(Please refer to the notes to the parent company only financial statements)

Chairman: Chen Chien-JenPresident: Chen Lien-TsungChief Accounting Officer: Chien Shih-Chang

71

Luxe Green Energy Technology Co., Ltd.

(Originally: Luxe Electric Co., Ltd)

Notes to the Parent Company Only Financial Statements

December 31, 2022 and 2021

(Amounts in NT$’000 unless otherwise specified)

I. Corporate history

Luxe Green Energy Technology Co., Ltd.(Originally: Luxe Electric Co., Ltd), hereinafter referred to as the "Company", was established on April 22, 1978, and is engaged in the design, manufacture, installation and sale of high and low voltage distribution panels, various electrical and electronic equipment (including transformers), and various electrical and photovoltaic plant engineering contracts.

The Company’s stock was listed for trading on the Taiwan Stock Exchange on September 11, 2000.

The parent company only financial statements are presented with the functional currency (NT$) of the Company.

II. Date and Procedure for Approval of Financial Statements

This parent company only financial report was issued on February 21, 2023, after being presented to the Board of Directors.

III. Application of Newly Issued and Revised Standards and Interpretations

  • (I) First-time application of International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), Interpretations (IFRIC) and Interpretations (SIC) (hereinafter referred to as "IFRSs") endorsed by the Financial Supervisory Commission (hereinafter referred to as "FSC") and issued into effect.

The application of the amended IFRSs approved and issued by the FSC has no significant impact on the Company's financial position and financial performance.

  • (II) IFRSs recognized by the FSC in 2023
IFRSs recognized by the FSC in 2023
Newly Announced/Amendments/Revised Standards
and Interpretations
Amendments to IAS 1, "Disclosure of Accounting
Policies"
Amendments to IAS 8, "Definition of Accounting
Estimates"
Amendments to IAS 12, "Deferred Tax Related to
Assets and Liabilities Arising from a Single Transac-
tion".
Effective Date of IASB Pro-
nouncements
January 1, 2023 (Note 1)
January 1, 2023 (Note 2)
January 1, 2023 (Note 3)
  • Note 1: The application of this amendment is applicable to deferments for annual reporting periods beginning after January 1, 2023.

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

  • Note 3: This amendment applies to transactions occurring after January 1, 2022 (the beginning of the earliest period presented), except for the recognition of deferred income taxes on temporary differences for lease and decommissioning obligations as of January 1, 2022 (the beginning of the earliest period presented).

72

As of the date of adoption of this parent company only financial report, the Company is continuing to evaluate the impact of the above amendments on its financial position and financial performance of the Company. The related impacts will be disclosed upon completion of the evaluation.

  • (III) IFRSs issued by the IASB but not yet endorsed by the FSC and therefore not yet effective

Newly Announced/Amendments/Revised Standards and InEffective Date of IASB Proterpretations nouncements (Note 1) Amendments to IFRS 10 and IAS 28 "Sale or Contribution Not yet determined of Assets between an Investor and its Associate or Joint Venture" Amendments to IFRS 16 "Lease Liabilities in Sale and January 1, 2024 (Note 2) Leaseback Transactions". IFRS 17 "Insurance Contracts" January 1, 2023 Amendments to IFRS 17 January 1, 2023 Amendments to IFRS 17 "Initial Application of IFRS 17 January 1, 2023 and IFRS 9 - Comparative Information" Amendments to IAS 1, "Classification of Liabilities as CurJanuary 1, 2024 rent or Non-current". Amendments to IAS 1, “Non-current Liabilities with ConJanuary 1, 2024 tractual Terms".

Note 1: Unless otherwise specified, the above new/amended/revised standards or interpretations are effective for annual periods beginning after the respective dates.

  • Note 2: The seller and lessee shall apply the amendments to IFRS 16 retroactively to saleand-leaseback transactions entered into after the date of the initial application of IFRS 16.

As of the date of adoption of this parent company only financial report, the Company is continuing to evaluate the impact of the above amendments on its financial position and financial performance of the Company. The related impacts will be disclosed upon completion of the evaluation.

IV. Summary of Significant Accounting Policies

  • (I) Statement of Compliance

The accompanying parent company only financial statements have been prepared in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

  • (II) Basis of Preparation

The financial statements have been prepared on the historical cost basis, except for financial instruments carried at fair value.

Fair value measurements are classified into Level 1 to Level 3 based on the degree of observability and significance of the relevant inputs:

  1. Level 1 inputs: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

  2. Level 2 inputs: Inputs other than those quoted in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices).

  3. Level 3 inputs: Unobservable inputs for assets or liabilities.

73

When preparing its parent company only financial statements, the Company prepares its financial statements using the equity method for its investments in subsidiaries. In order to make the current income, other comprehensive income and equity in the parent company only financial statements consistent with the current income, other comprehensive income and equity attributable to the owners of the Company in the consolidated financial statements, certain accounting differences between the parent company only basis and the consolidated basis are adjusted for "investments accounted for under the equity method", "share of profit or loss of subsidiaries, affiliates and joint ventures accounted for under the equity method", "share of other comprehensive income and loss of subsidiaries, affiliates and joint ventures accounted for under the equity method" and related equity items.

  • (III) Criteria for distinguishing current and non-current assets and liabilities

Current assets include:

  1. Assets held primarily for trading purposes;

  2. Assets expected to be realized within 12 months after the balance sheet date; and

  3. Cash (excluding those restricted for exchange or settlement of liabilities more than 12 months after the balance sheet date).

Current liabilities include:

  1. Liabilities held primarily for trading purposes;

  2. Liabilities due for settlement within 12 months of the balance sheet date, and

  3. Liabilities for which the maturity date cannot be unconditionally extended to at least 12 months after the balance sheet date.

Liabilities that are not current assets or current liabilities are classified as noncurrent assets or noncurrent liabilities.

The Company engages in construction projects with a business cycle longer than one year. Therefore, assets and liabilities related to construction projects are classified as current or noncurrent based on the normal business cycle.

  • (IV) Foreign Currency

When preparing the Company's parent company only financial statements, transactions in currencies other than the Company's functional currency (foreign currencies) are recorded in the functional currency at the exchange rates prevailing on the transaction dates.

Monetary items denominated in foreign currencies are retranslated at the end of each reporting period at the spot rate on that date, with the exchange differences recognized in profit or loss in the period in which they occur.

Non-monetary items denominated in foreign currencies that are measured at fair value are translated at the exchange rates prevailing on the date when the fair value was determined, and the resulting exchange differences are recognized in profit or loss of the current period, except for those changes in fair value that are recognized in other comprehensive income.

Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

74

During preparation of the parent company only financial statements, the assets and liabilities of the Company's foreign operations are translated into NT$ at the exchange rate on the end date of the reporting period. Income and expense items are translated at average exchange rates for the period, and the resulting exchange differences are included in other comprehensive income and accrued in the financial statements of foreign operating companies translated under the equity method.

  • (V) Inventory

Inventories consist of raw materials, finished goods and work-in-process. Inventories are measured at the lower of cost or net realizable value. Comparisons between cost and net realizable value are made on an item-by-item basis, except for inventories of the same type. Net realizable value is the estimated selling price under normal circumstances less estimated costs to complete and estimated costs to complete the sale. The cost of inventories is calculated using the weighted-average cost (WAC) method.

(VI) Investments Accounted For Using the Equity Method

The Company adopts the equity method to account for its investments in subsidiaries, which are entities over which the Company has control.

Under the equity method, investments are recognized initially at cost and the carrying amount of the investment after acquisition is adjusted for any increase or decrease in the Company's share of the profit or loss of the subsidiary and other comprehensive income or loss and profit distribution. In addition, changes in the Company's other equity interests in subsidiaries are recognized in proportion to the Company's ownership interest.

Changes in the Company's ownership interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. The difference between the carrying amount of the investment and the fair value of the consideration paid or received is recognized directly in equity.

The Company assesses impairment by comparing the recoverable amount of a cashgenerating unit with its carrying amount using the financial statements as a whole. If the recoverable amount of an asset subsequently increases, the reversal of the impairment loss is recognized as a gain, provided that the carrying amount of the asset after the reversal of the impairment loss does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset, less amortization.

Unrealized gains or losses on downstream transactions with subsidiaries are eliminated in the parent company only financial statements.

(VII) Property, Plant and Equipment

The property, plant, and equipment are recognized on the basis of the cost and subsequently measured based on the cost net of accumulated depreciations and accumulated impairment losses.

Property, plant and equipment are depreciated separately over their useful lives on a straight-line basis for each significant component. The Company reviews the estimated useful lives, residual values and depreciation methods at least at the end of each year and defers the effect of changes in applicable accounting estimates.

The difference between the net disposal price and the carrying amount of the asset is recognized in profit or loss when the property, plant and equipment is derecognized, except for the land owned, which is not depreciated.

(VIII)Impairment of Property, Plant and Equipment and Right-of-Use Assets

The Company assesses at each balance sheet date whether there is any indication

75

that property, plant and equipment, and right-of-use assets may be impaired. If there is any indications of such impairments, the recoverable amount of the assets is estimated. If the recoverable amount of an individual asset cannot be estimated, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

The recoverable amount is the higher of fair value less costs to sell and value in use. If the recoverable amount of an asset or cash-generating unit is less than its carrying amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount, and the impairment loss is recognized in profit or loss.

When the impairment loss is subsequently reversed, the carrying amount of the asset or cash-generating unit is increased to the revised recoverable amount, provided that the increased carrying amount does not exceed the carrying amount (net of depreciation) that would have been determined had the impairment loss not been recognized in prior years. Reversals of impairment losses recognized in profit or loss.

  • (IX) Financial Instruments

Financial assets and financial liabilities are recognized in the parent company only balance sheets when the Company becomes a party to the contractual provisions of the instrument.

For initial recognition of the financial assets and financial liabilities, when the financial assets or financial liabilities are not measured at fair value through profit and loss, they are measured at the fair value plus any transaction cost directly attributable to the acquisition or issuance of the financial assets or financial liabilities. Transaction costs directly attributable to the acquisition or issuance of financial assets or financial liabilities at fair value through profit or loss are recognized immediately in profit or loss.

  • (X) Financial Assets

Regular transactions of financial assets are recognized and derecognized using trade date accounting.

1. Types of measurements

The types of financial assets held by the Company are financial assets measured at fair value through profit or loss and financial assets measured at amortized cost.

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

Financial assets measured at fair value through profit or loss are measured at fair value with dividends, interest and gains or losses from remeasurements recognized in other gains and losses. Please refer to Note 6(25) for the determination of fair value.

  • (2) Financial assets carried at amortized cost

The Company's investment in financial assets is classified as financial assets carried at amortized cost if both of the following conditions are met:

  • A. The financial assets are held under an operating model whose objective is to hold financial assets for contractual cash flows; and

76

  • B. The contractual terms result in cash flows at a specific date, which are solely payments of principal and interest on the principal amount outstanding.

Financial assets carried at amortized cost (including cash, accounts receivable at amortized cost, notes receivable, other receivables, long-term notes and accounts receivable, and refundable deposits) are measured at amortized cost using the effective interest method to determine the total carrying amount less any impairment loss after initial recognition, with any foreign currency exchange gain or loss recognized in profit or loss.

  1. Impairment of Financial Assets and Contract Assets

The Company assesses impairment losses on financial assets (including accounts receivable) and contract assets measured at amortized cost at each balance sheet date based on expected credit losses.

An allowance for impairment is recognized for accounts receivable and contract assets based on the expected credit loss over the life of the asset. Other financial assets are evaluated to determine whether there has been a significant increase in credit risk since initial recognition. If there is no significant increase in credit risk, an allowance for loss is recognized based on the expected credit loss over 12 months, and if there is a significant increase in credit risk, an allowance for loss is recognized based on the expected credit loss over the expected lifetime of the asset.

Expected credit losses are the weighted-average credit losses weighted by the risk of default. The 12-month expected credit loss represents the expected credit loss arising from possible defaults within 12 months after the reporting date, while the expected credit loss over the life of the financial instrument represents the expected credit loss arising from all possible defaults during the expected life of the instrument.

For internal credit risk management purposes, the Company determines, without considering the collaterals held, that a default on a financial asset has occurred under the following circumstances:

  • (1) Any internal or external information indicating that it is impossible for a debtor to pay off the debts.

  • (2) Debts are overdue for more than 180 days unless there is reasonable and supportable information indicating that a delayed default basis is more appropriate.

The carrying amount of all financial assets is reduced by an allowance account.

  1. Derecognition of Financial Assets

The Company derecognizes financial assets only when the contractual rights to the cash flows from the financial assets have lapsed or when the financial assets have been transferred and substantially all the risks and rewards of ownership of the assets have been transferred to other enterprises. When a financial asset is derecognized, the difference between the carrying amount of the financial asset and the consideration received is recognized in profit or loss.

  • (XI) Financial Liabilities and Equity Instruments

  • Classification of financial liabilities or equity instruments

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

77

  1. Equity instruments

An equity instrument is a contract that recognizes the Company's remaining interest in an asset less all of its liabilities. Equity instruments issued by the Company are recognized at the acquisition price less direct issuance costs.

  1. Subsequent measurement of financial liabilities

All financial liabilities are measured at amortized cost using the effective interest method.

  1. Derecognition of financial liabilities

When a financial liability is derecognized, the difference between the carrying amount and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss.

  • (XII) Provisions

The amount recognized as a provision is the best estimate of the amount required to settle the obligation at the balance sheet date, taking into account the risks and uncertainties of the obligation.

Warranty provisions under the construction contract is the best assessment with respect to the obligations of the management in the reimbursement to the Company. It is recognized when an income is recognized.

  • (XIII)Revenue Recognition

After the Company identifies performance obligations under customer contracts, the transaction price is apportioned to each performance obligation and revenue is recognized when each performance obligation is satisfied.

  1. Merchandise sales revenue

Revenue from merchandise sales is derived from the sale of electrical equipment. When the electrical equipment is inspected and delivered to the designated location, the customer has the right to set the price and use the product and has the primary responsibility for reselling it, and assumes the risk of obsolescence of the merchandise. The Company recognizes revenue and accounts receivable at that point in time.

2. Construction revenue

For construction contracts that are under the control of the customer during the construction process, the Company recognizes revenue using the percentage of completion method. The Company measures the percentage of completion based on actual construction progress. The Company recognizes contract assets over time during the construction process and reclassifies them as accounts receivable upon billing. If the amount received exceeds the amount of revenue recognized, the difference is recognized as a contract liability.

  1. Electricity sales revenue

Revenues from electricity sales are based on the actual kilowatt hours generated and the rates agreed with Taiwan Power Company.

78

4. Service revenue

The service revenue is derived from the subcontracting services of power plant works. Since the performance obligation and risk related to the power plant works have been transferred to the subcontractors, the Company provides subcontracting services as an agent and recognizes the revenue based on the actual progress of the works carried out by the subcontractors.

(XIV)Leases

The Company assesses whether a contract is (or contains) a lease at the inception date of the contract.

For contracts with lease and non-lease components, the Company apportions the consideration in the contracts on the basis of separate prices and treats them separately.

1. Where the Company is the lessor

Leases are classified as finance leases when the terms of the lease transfer substantially all the risks and rewards incidental to ownership of the asset to the lessee. All other leases are classified as operating leases.

Under operating leases, lease payments, net of lease incentives, are recognized as income on a straight-line basis over the term of the relevant lease. The original direct cost incurred to acquire an operating lease is added to the carrying amount of the underlying asset and recognized as an expense over the lease term on a straight-line basis.

  1. Where the Company is the lessee

Right-of-use assets and lease liabilities are recognized at the lease commencement date for all leases except for leases of low-value subject assets to which recognition exemptions apply and short-term leases where lease payments are recognized as an expense on a straight-line basis over the lease term.

Right-of-use assets are measured initially at cost (including the original measurement of the lease liability, lease payments made prior to the lease commencement date less lease incentives received, original direct cost and estimated cost of restoration of the subject asset) and subsequently measured at cost less accumulated depreciation and accumulated impairment losses, with adjustments for remeasurement of the lease liability. Right-of-use assets are presented separately in the parent company only balance sheets.

Right-of-use assets are depreciated on a straight-line basis from the lease commencement date to the earlier of the end of the useful life or the end of the lease term.

Lease liabilities are measured initially at the present value of the lease payments. If the interest rate implied by the lease is readily determinable, lease payments are discounted using that rate. If the interest rate is not readily determinable, the lessee's incremental borrowing rate is used.

Subsequently, lease liabilities are measured at amortized cost using the effective interest method, and interest expense is allocated over the lease term. Lease liabilities are presented separately on parent company only balance sheets.

Rentals under leases that do not depend on changes in indices or rates are recognized as expenses in the period in which they are incurred.

(XV) Borrowing Costs

Borrowing costs directly attributable to the acquisition, construction or production of

79

a qualifying asset are included as part of the cost of that asset until substantially all of the activities necessary to bring the asset to its intended use or sale have been completed.

Investment income earned on specific borrowings that are temporarily invested prior to the incurrence of qualifying capital expenditures is deducted from the cost of borrowings eligible for capitalization.

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

(XVI)Employee Benefits

  1. Short-term employee benefits

Short-term employee benefit-related liabilities are measured at the non-discounted amount expected to be paid in exchange for employee services.

  1. Postemployment benefits

Defined contribution pension plan benefits are recognized as an expense over the period of service rendered by employees.

(XVII)Income Taxes

Income tax expense is the sum of current income tax and deferred income tax.

  1. Current income tax

The Company determines the current income (loss) based on the regulations of each jurisdiction in which the Company files income tax returns and calculates the amount of income tax payable (recoverable).

Income tax on undistributed earnings is recognized in the year when the shareholders' meeting is held.

Adjustments to prior years' income tax payable are included in the current period's income tax.

  1. Deferred income tax

Deferred income tax is calculated on temporary differences between the carrying amounts of assets and liabilities and the tax bases used to compute taxable income.

Deferred income tax liabilities are generally recognized for all taxable temporary differences, while deferred income tax assets are recognized to the extent that it is probable that taxable profit will be available against which the temporary differences and loss carryforwards can be utilized.

The carrying amount of deferred income tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient tax assets will be available to allow recovery of all or part of the asset. Deferred income tax assets are reviewed at each balance sheet date and the carrying amount is increased to the extent that it is more likely than not that sufficient tax assets will be available to allow recovery of all or part of the assets.

80

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the liability is settled or the asset is realized, based on tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date. The measurement of deferred tax liabilities and assets reflects the tax consequences of the manner in which the Company expects to recover or settle the carrying amounts of its assets and liabilities at the balance sheet date.

  1. Current and deferred income taxes

Current and deferred income taxes are recognized in profit or loss.

  • V. Significant Accounting Judgments, Estimates and Key Sources of Assumption Uncertainty

In applying accounting policies, the Company's management is required to make judgments, estimates and assumptions that are based on historical experience and other relevant factors when the information is not readily available from other sources. Actual results may differ from those estimates.

Management reviews estimates and underlying assumptions on an ongoing basis. Revisions to estimates are recognized in the period in which they are made if they affect only the current period, or in the period in which they are made if they affect both the current and future periods.

Key sources of estimation and assumption uncertainty:

  • Long term construction work receivables involving any unsettled litigation

As of December 31, 2022 and 2021, the Company had uncollected long-term construction receivables of NT$207,991 thousand (net of allowance for losses of NT$178,575 thousand and estimated overdue penalties) in prior years. Due to the pending litigation with Taiwan Power Company, the recovery of the project amount is subject to future court decisions. If the outcome of a future court judgment differs materially from the estimated amount of the impairment loss, the amount of the difference is recognized in profit or loss in the year of the judgment.

VI. Description of significant accounting items

(I) Cash and Cash Equivalents


the judgment.
Description of significant accounting items
(I)
Cash and Cash Equivalents
December 31,2022
Cash on hand
$ 138
Bank deposits
216,240
Total
$ 216,378
(II)
Financial assets at fair value through profit or loss
December 31,2022
Financial assets - current
Non-derivative financial assets
Domestic listed (Over-the-
Counter) stocks
$ 53,752
December 31,2021
$ 138
504,804
$ 504,942
December 31,2021
$ -

81

(III) Financial assets measured at amortized cost

Current
Pledged time deposits with an
original maturity of more than 3
months
Non-current
Pledged time deposits with an
original maturity of more than 3
months
Reserve Account
Total
December 31,2022
$ 100,000
$ 55,643

$ 55,643
December 31,2021
$ -
$ 70,574
2,280
$ 72,854

As of December 31, 2022 and 2021, the interest rate range of the time deposit with an initial maturity date over 3 months was 0.34% to 0.88% and 0.06 % to 1.09 % , respectively.

For information on pledges of financial assets measured at amortized cost, see Note 8.

  • (IV) Notes receivable, accounts receivable and overdue receivables.
Notes receivable
Measured at post-amortized cost
Accounts payable (including to re-
December 31,2022
$ 1,310

$ 28,791
(39)
$ 28,752
$ 10,552
(10,552)
$ -
December 31,2021
$ 7,256
$ 185,602
(39)

lated parties)
Measured at post-amortized cost
Total carrying amount
Less: Allowance for losses
Total
Overdue receivables
Due to business operations
Less: Allowance for losses
Total
$ 185,563
$ 10,552
(10,552)
$ -
  1. The average credit period for merchandise sales ranges from 30 to 180 days, and accounts receivable are non-interest-bearing. The Company's policy is to deal only with creditworthy customers.

The Company recognizes an allowance for losses on accounts receivable on the basis of expected credit losses over the life of the receivable. The expected credit losses for the duration of the period are calculated using an allowance matrix, which takes into account the customer's past default history and current financial condition and industry outlook. Because the Company's credit loss history shows that there is no significant difference in loss patterns among different customer groups, the allowance matrix does not further differentiate between customer groups and only uses the number of days of aging on the accounts receivable establishment date to determine the expected credit impairment rate.

If there is evidence that the counter-party is in serious financial difficulty and the Company cannot reasonably expect to recover the amount, for example, if the counter-party is in liquidation or the debt has been outstanding for more than 720 days, the Company reclassifies the amount as an overdue receivable and recognizes an allowance for loss, but continues its collection activities and recognizes the amount recovered in profit or loss.

82

  • 2 The Company measures the allowance for losses on notes and accounts receivable based on the allowance matrix as follows
December 31, 2022 December 31, 2022
Loss from expected
credit impairment
Total carrying amount
Allowance for losses
(expected credit
losses over the life of
the Company)
Cost after amortiza-
tion
Less than 30
days
31 to 90 days 91 to 180 days 181 to 360 days
361 days or
more
Total
-%
$ 20,574
-%
$ 7,353

1.79%
$ 2,174

(39)
2%
$ -
50%
$ -
$ 30,101
(39)
$ 20,574 $ 7,353 $ 2,135 $ - $ - $ 30,062
December 31, 2021
Loss from expected
credit impairment
Total carrying amount
Allowance for losses
(expected credit
losses over the life of
the Company)
Cost after amortiza-
tion
Less than 30
days
31 to 90 days 91 to 180 days 181 to 360 days
361 days or
more
Total
-%
$ 139,492
-%
$ 667

-%
$ 50,735

2%
$ 1,964

(39)
50%
$ -
$ 192,858
(39)
$ 139,492 $ 667 $ 50,735 $ 1,925 $ - $ 192,819

Information on the changes in the allowance for losses on accounts receivable is as follows


follows
Balance at the beginning of period
Add: Provision (Reversal) of impair-
ment loss for the year
Balance at the end of period
(V)
Inventory
Finished goods
Work in process
Raw materials
Total
FY2022
$ 39

$ 39
December 31,2022
$ 37,197

106,483
11,735
$ 155,415
FY2021
$ 230
(191)
$ 39
December 31,2021
$ 9,307
8,880
5,854
$ 24,041
  1. Operating costs related to inventories were NT$96,701 thousand and NT$87,307 thousand FY2022 and FY2021, respectively. The cost of goods sold for FY2022 and FY2021 included NT$1,863 thousand and NT$1,093 thousand, respectively, for the decline in value of inventories and losses on doubtful accounts.

83

  • (VI) Prepayment
repayment
Prepayment
Prepaid insurance fees
Prepaid pensions
Others
Total
Prepayment for equipment purchase
Less: Accumulated impairment
Total
Current
Non-current
December 31,2022
$ 19,665
183
570
3,338
$ 23,756
$ 81,157
(23,918)
$ 57,239
$ 23,756
$ 57,239
December 31,2021
$ -

570
229
$ 799
$ 80,440
(23,918)
$ 56,522
$ 799
$ 56,522

For the assessment of the accumulated impairment on prepayment for equipment, please refer to Note 9 (II).

  • (VII) Investments accounted for using the equity method

  • Investment in subsidiaries

vestment in subsidiaries
Investees December 31, 2022 December 31, 2021
Total carrying
amount
Shareholding
%
Total carrying
amount
Shareholding
%
Le Hua Investment Co., Ltd.
Luxe Solar Energy Co., Ltd.
Sen-Hsin Energy Co., Ltd.
Chin Lai International Develop-
ment Co., Ltd.
Wan Chuan Construction Co.,
Ltd.
Kai Shih Energy Co., Ltd.
Joy Ribbon Limited
Total
$ 13,803
3,537
692,680
222,149
64,364
3,250
100
100
100
100
52.5
51
$ 48,963
13,563
437,850
212,823

2,467
2,078
100
100
100
100

51
51
$ 999,783 $ 717,744
  1. On July 15, 2022, Le Hua Investment Co., Ltd. reduced its capital and returned NT$20,000 thousand in share subscriptions.

  2. On July 15, 2022,Luxe Solar Energy Co., Ltd. reduced its capital and returned NT$10,000 thousand in share subscriptions.

  3. On May 31, 2022, June 23, 2022 and July 11, 2022, the Company participated in a follow-on offering amounting to NT$230,000 thousand for Sen-Hsin Energy Co., Ltd.

  4. On November 28, 2022, the Company participated a follow-on offering amounting to NT$63,000 thousand for Wan Chuan Construction Co., Ltd, and obtained a controlling interest in the investee company. Please refer to Note 6(26) of the Company's Annual Consolidated Financial Report for details.

  5. Kai Shih Energy Co., Ltd. was established in September 2021.

  6. The Company subscribed to the follow-on offering of Joy Ribbon Limited for its cash capital increase in October 2021. On April 22, 2022, the Board of Directors resolved to dispose of all the shares of Joy Ribbon Limited and Kai Shih Energy Co., Ltd. for the original invested amount in order to focus on the core business of the Company. Among them, the Company’s shareholdings of Joy Ribbon Limited was disposed of in May 2022, please refer to Note 6(29) of the Company's Annual Consolidated Report for details.

84

(VIII) Property, Plant, and Equipment

Item FY2022 FY2022
Balance at the be-
ginning of period
Acquired Disposed Balance at the end
of period
Cost
Land
Buildings
Machinery Equip-
ment
Office Equipment
Power Generation
Equipment
Other Equipment
Leasehold improve-
ments
Subtotal
Accumulated Deprecia-
tion and Impairment
Buildings
Machinery Equip-
ment
Office Equipment
Power Generation
Equipment
Other Equipment
Leasehold improve-
ments
Subtotal
Net amount
$ 45,719

99,502
18,348
2,560
25,263
39,401
3,348
$ 1,250

270
16,670
559

4,129
5,109
$ -


(3,082)
(560)

(120)
$ 46,969
99,772
31,936
2,559
25,263
43,410
8,457
234,141 27,987 (3,762) 258,366
47,186
16,832
1,608
3,764
34,988
585
2,761
1,234
215
1,329
1,375
595

(3,073)
(513)

(110)
49,947
14,993
1,310
5,093
36,253
1,180
104,963 7,509 (3,696) 108,776
$ 129,178
$ 20,478 $ (66) $ 149,590
Item FY2021 FY2021
Balance at the be-
ginning of period
Acquired Disposed Balance at the end
of period
Cost
Land
Buildings
Machinery Equip-
ment
Office Equipment
Power Generation
Equipment
Other Equipment
Leasehold improve-
ments
Subtotal
Accumulated Deprecia-
tion and Impairment
Buildings
Machinery Equip-
ment
Office Equipment
Power Generation
Equipment
Other Equipment
Leasehold improve-
ments
Subtotal
Net amount
$ 45,719

90,044
43,327
2,774
25,263
47,114
3,348
$ -

9,458
932
800

648
$ -


25,911
1,014

8,361
$ 45,719
99,502
18,348
2,560
25,263
39,401
3,348
257,589 11,838 35,286 234,141
44,685
42,570
2,445
2,434
41,850
251
2,501
160
177
1,330
1,499
334

25,898
1,014

8,361
47,186
16,832
1,608
3,764
34,988
585
134,235 6,001 35,273 104,963
$ 123,354
$ 5,837 $ 13 $ 129,178

85

  1. The Company depreciates each component item on a straight-line basis over its useful life as follows:

eful life as follows:
Item
Buildings
Machinery Equipment
Office Equipment
Power Generation Equipment
Other Equipment
Leasehold improvements
Useful Life
35 years
2 to 14 years
2 to 7 years
18 years
2 to 20 years
9 years
  1. The Company's property, plant and equipment are pledged as collaterals for longterm and short-term loans. Please refer to Note 8 for details.

  2. (IX) Lease Agreements

  3. Right-of-use assets

se Agreements
ght-of-use assets
Carrying amount of right-to-use
assets
Buildings
Transport Equipment
Total
Newly acquired right-of-use as-
sets
Lease modification (lease cancel-
lation)
Depreciation expense of right-of-
use assets
Buildings
Transport Equipment
Total
December 31, 2022
$ 14,724
1,200
$ 15,924
FY2022
$ 13,306
$ 3,167
$ 2,140
559
$ 2,699
December 31, 2021
$ 7,822
662
$ 8,484
FY2021
$ 493
$ -
$ 1,937
654
$ 2,591

Other than the above additions and depreciation expense recognized, there were no significant subleases or impairments of right-of-use assets in FY2022 and FY2021.

2. Leasing liabilities



Transport Equipment
559
Total
$ 2,699
Other than the above additions and depreciation expense
no significant subleases or impairments of right-of-use
FY2021.
asing liabilities

654
$ 2,591
recognized, there were
assets in FY2022 and
December 31,2022
Carrying amount of lease liabili-
ties
Current
$ 2,959
Non-current
$ 13,205
The discount rate range for lease liabilities is as follows:
December 31,2022
Buildings
1.60%~2.47%
Transport Equipment
1.88%~2.13%
December 31,2021
$ 1,489
$ 7,169
December 31,2021
1.6%~2.71%
1.88%

3. Significant leasing activities and terms

The Company leases the above transportation equipment for a period of 3 years.

The Company also leases the building for office and solar farm for power generation for a period of 10 and 20 years.

86

4. Other Lease Information

4. Other Lease Information
FY2022
Short-term lease expenses
$ -
Low-value asset lease expenses
$ 151
Variable lease expenses not in-
cluded in the measurement of
lease liabilities
$ 275
Total cash expenditure for leases
(outflow)
$ (3,283)
(X)
Other Current Assets
December 31, 2022
Current
Input tax
$ -
Tax overpaid retained for offsetting
future tax payable
4,879
Others

Total
$ 4,879
(XI) Long-term notes and accounts receivable
December 31, 2022
Accounts receivable - Taiwan
Power Company (Taichung Power
Plant)
$ 355,600
Accounts receivable - Taiwan
Power Company
(Offshore Wind Power Develop-
ment In Taichung Port)
17,226
Estimated additional receivables
from construction work
13,740
Less: Estimated overdue fines
(141,000)
Less: Allowance for losses
(37,575)
Subtotal of construction and engi-
neering receivables
$ 207,991
Other receivables - Chou, Hsiu-Mei
$ 25,583
Less: Allowance for losses
(25,583)
Subtotal
$ -
FY2021
$ 48
$ 128
$ 301
$ (3,207)
December 31, 2021
$ 749

1,807
$ 2,556
December 31, 2021
$ 355,600
17,226
13,740
(141,000)
(37,575)
$ 207,991
$ 25,583
(25,583)
$ -
  1. The Company filed an arbitration case for the delayed completion of the Taichung Power Plant and Offshore Wind Power Development In Taichung Port of Taiwan Power Company (Taipower). The arbitration judgment was issued by the Chinese Construction Industry Arbitration Association(CCIAA) on January 19, 2010 (2008 Gong-Zhong-Xie-Jing-Zi No. 019) and a judgement was issued by the High Court on May 31, 2011 (2010 Zhong-Shang-Zi No. 501). The Company recorded NT$141,000 thousand in overdue penalties and NT$13,740 thousand in additional receivables due for construction work based on the arbitration judgement. However, the parties did not reach a consensus on the settlement amount, which resulted in the delay in payment by Taipower, so the accounts were reclassified as long-term accounts receivable. Please refer to Note 9(3) for details.

  2. In August 2012, the Company sold 800,000 shares of its equity-method investment in Dakang Insurance Brokerage Co., Ltd. at NT$48 per share, for a total consideration of NT$38,400 thousand. The transferee of the above shares, Chou, Hsiu-Mei, had issued a promissory note and pledged the shares to the Company upon signing the equity transfer deed. However, subsequently, the transferee failed to repay the loan on time. On March 25, 2013 and August 12, 2013, the Company entered into new agreement with Chou, including accrued interest at a rate of 6% per annum until March 25, 2014. As of December 31, 2022 and 2021, NT$25,583 thousand

87

(including NT$24,180 thousand of principal and NT$1,403 thousand of interest receivable) remained uncollected, which was reclassified as long-term receivables and recorded as a 100% allowance for losses. On February 26, 2015, the Company filed a lawsuit with the guarantor of the note issued by Chou, Hsiu-Mei - Dah Sing Network Technology Co., Ltd. to fulfill payment obligations. On February 3, 2016, the Court dismissed the case and the Company filed an appeal on March 4, 2016. The High Court ruled in favor of the Company (No. 325 of 105). On May 9, 2017, the High Court ruled in favor of the Company (2016 Zhong-Shang-Zi No. 325). However, Dah Sing Network Technology Co., Ltd. appealed the decision to the Supreme Court. On February 27, 2020, the Supreme Court ruled (2019 TaiShang-Zi No. 1237) that the original judgment, with the exception of the provisional execution, was abrogated and remanded the case to the Taiwan High Court for retrial. On December 22, 2020, the High Court ruled in favor of the Company (2020 Zhong-Shang-Geng-Yi-Zi No. 38). While Dah Sing Network Technology Co., Ltd. did not file an appeal, the Company has assessed that the possibility of debt recovery was low, henceforth the Company did not reverse the recognized allowance for loss.

  1. The Company considers the customer's past default record and current financial condition, as well as the possible outcome of future court decisions. If there is evidence that the counter-party is facing severe financial difficulties or the judgment may be unfavorable to the Company, and the Company cannot reasonably expect to recover the amount, the Company will directly write off the related receivables, but shall continue to pursue debt recovery activities and recognize the amount recovered in profit or loss.

(XII) Short-term borrowings


covered in profit or loss.
hort-term borrowings
Secured loans
Credit loans
Less: Unamortized bank borrowing
costs
Total
Interest Rate Range
December 31, 2022
$ 130,000
52,840

$ 182,840
1.9%~2.3%
December 31, 2021
$ 113,500
36,500
291
$ 149,709
1.6%

For the pledges provided by the Company for short-term loans, please refer to Note 8.

(XIII) Long-term borrowings


8.
ong-term borrowings
Secured loans
Less: Loan maturity classified as
due within one year
Long-term borrowings
Interest Rate Range
December 31, 2022
$ 162,705
(1,182)
$ 161,523
2.25%
December 31, 2021
$ 13,708
(1,104)
$ 12,604
2.22%

The above-mentioned bank loans shall mature successively before September 2029. Please refer to Note 8 for information on assets pledged as collateral for long-term loans.

(XIV) Notes and accounts payable


loans.
otes and accounts payable
Notes payable
Accounts receivable-related parties
December 31, 2022
$ -

90,186
$ 90,186
December 31, 2021
$ 331
119,370

Total
$ 119,701

88

  1. The average credit period for accounts payable is generally 30 to 60 days for customers, and for outsourced projects, payment is made according to the contract period agreed to between the two parties. The Company upholds a financial risk management policy to ensure that all payables are repaid within the pre-agreed credit terms.

  2. 2.Please refer to Note 6(25) for disclosures of payables and other payables that are exposed to liquidity risk.

  3. (XV) Post-employment benefit plans

Defined Contribution Plan

The Company's pension plan under the Labor Pension Act is a government-administered defined contribution plan that contributes 6% of employees' monthly salaries to the individual accounts under the Bureau of Labor Insurance. The pension cost recognized as expense in the parent company only comprehensive statements of income was NT$1,495 thousand and NT$1,264 thousand for FY2022 and FY2021, respectively.

(XVI) Equity

  1. Common share capital

y.
ity
Common share capital
Number of shares (in thousands)
Authorized share capital
Number of issued and fully paid
shares (in thousands)
Publicly traded common stock
December 31, 2022
600,000
$ 6,000,000
145,486
$ 1,454,858
December 31, 2021
600,000
$ 6,000,000
135,968
$ 1,359,680

The issued common stock has a par value of $10 per share and each share has one vote and the right to receive dividends.

On March 5, 2021, the Board of Directors adopted a follow-on offering to issue 40,000 thousand shares at a par value of NT$10. The stocks were issued at a premium of NT$ 12.6 per share. The paid-in capital was NT$1,359,680 after the execution of the offering. The base day for the offering was September 2, 2021. The relevant change registration procedures have been duly completed.

At the annual general shareholders' meeting held on June 21, 2022, for the dividend distribution for FY2021, the shareholders resolved to distribute NT$95,178 thousand in stock dividends at NT$0.7 per share, resulting in a capital stock of NT$1,454,858 thousand after the distribution.

2. Capital reserve


NT$1,454,858 thousand after the distribution.
pital reserve
December 31, 2022
May be used to make up losses, to
distribute cash or to increase capi-
tal
Shares issued at premium
$ 133,054
December 31, 2021
$ 133,054

tal
Shares issued at premium

In September 2021, the Company issued 40,000 thousand shares at a par value of NT$10 per share, at a premium of NT$12.6 per share, resulting in an increase in capital surplus of NT$104,000 thousand.

The capital surplus from the stock issuance premium may be used to offset losses or, when the Company has no losses, to distribute cash or to increase capital, provided that the capitalization is limited to a certain percentage of the paid-in capital each year.

3. Policy on retained earnings and dividends

In accordance with the provisions of the Company's Articles of Incorporation on

89

the earnings distribution policy, if having a profit in the final accounting of the year, the Company shall first pay taxes and make up any cumulative losses in accordance with laws, and then set aside 10% of the said earnings as legal reserves, unless such legal reserves reach the amount of the Company’s paid-in capital. Any surpluses remaining shall then be subject to provision or reversal of special reserves, as the laws may require. If there is any residual balance, it shall be, together with the undistributed earnings carried from previous years, used as dividends for shareholders. The Board of Directors shall draft an earnings distribution proposal and submit it to the shareholders’ meeting for approval. Please refer to Note 6(22), "Remuneration to Employees and Directors", for the policy on the distribution of employees and directors' remuneration under the amended Articles of Incorporation.

Legal reserve may be used to make up losses. If the Company has no deficit, the excess of legal reserve over 25% of the paid-in capital may be distributed in cash in addition to increasing capitalization.

At the annual general shareholders' meetings held on June 21, 2022 and May 7, 2021, the Company approved the following distribution of earnings for the FY2021 and FY2020, respectively:

Legal reserve
Cash dividend (NT$0.2 and
NT$0.5 per share respectively)
Stock dividends (NT$0.7 per
share)
her equity items
Balance on January 1, 2022
Exchange difference from con-
version of financial statements
of foreign operations
Balance as of December 31,
2022
FY2021
$ 11,222
$ 27,193
$ 95,178
FY2022
$ (13)
13
$ -
FY2020
$ 6,208
$ 47,984
$ -
FY2021
$ -
(13)
$ (13)

4. Other equity items

(XVII)Earnings Per Share

  1. Basic earnings per share

The weighted-average number of shares of common stock and earnings per share used in the calculation of earnings per share were as follows:

Net income attributable to owners
Weighted-average number of
common shares for basic earnings
per share calculation (in thou-
sands)
Basic earnings per share (NT$)
FY2022
$ 45,080

145,486
$ 0.31
FY2021
$ 112,220
118,819
$ 0.94

Earnings per share have been retroactively adjusted for the effect of stock grants, the base date of which was set on September 16, 2022. The basic earnings per share was retroactively adjusted from NT$1.03 to NT$0.94.

The weighted-average number of shares of common stock and earnings used to calculate diluted earnings per share were as follows:


alculate diluted earnings per share were as follows:
FY2022
Net income attributable to owners$ 45,080
Weighted-average number of
common shares for basic earnings
145,486
FY2021
$ 112,220
118,819

90

per share calculation (in thou-
sands)
Impact of common stock with po-
tential dilutive effects
Employee remuneration
67
Weighted-average number of
common shares for the purpose
of calculating diluted earnings
per share
145,553
Diluted earnings per share
(NT$)
$ 0.31
54
118,873
$ 0.94

If the Company has the option to pay employees in stock or cash, the calculation of diluted earnings per share assumes that employee remuneration will be paid in stock and is included in the weighted-average number of common shares outstanding for the purpose of calculating diluted earnings per share when the potential common shares have a dilutive effect. The dilutive effect of these potential common shares will continue to be considered in the calculation of diluted earnings per share before the number of shares awarded to employees is determined in the following year's shareholders’ resolution.

As a result of the retroactive adjustment, the diluted earnings per share was retroactively adjusted from NT$1.03 to NT$0.94 for FY2021.

(XVIII) Revenue from Customer Contracts

Construction revenue
Sales revenue
Electricity sales revenue
Service revenue
Others
Total
1. Contract balance
Accounts receivable and notes re-
ceivable
Contract assets - current
Construction of photovoltaic
power station and booster sta-
tion
Sales of electrical equipment
Electricity sales revenue
Total
Contract liabilities - current
Construction of photovoltaic
power station and booster sta-
tion
FY2022
$ 64,704
72,165
3,191

6,725
$ 146,785
December 31, 2022

$ 30,062
$ 41,990
410

$ 42,400
$ 5,144
FY2021
$ 93,322
128,854
3,214
25,829
2,289
$ 253,508
December 31, 2021
$ 192,819
$ 21,587
236
209
$ 22,032
$ 396

The variation of the contract assets and liabilities is the result of the difference in the time point when fulfilling the obligations and the time the customer makes the payment.

91

2. Breakdown of revenue from customer contracts

FY2022 FY2022
Contract revenue
type
Construction revenue
Sales revenue
Electricity sales reve-
nue
Others
Total
Point in time for rev-
enue recognition:
At a certain point in
time
To be satisfied over
time
Total
Reportable segments Total
Energy Business
Group
Electrical Engineer-
ing Business Group
$ 39,525

3,191
453
$ 25,179

72,165



6,272
$ 64,704

72,165

3,191

6,725
$ 43,169 $ 103,616 $ 146,785
$ 3,644
39,525
$ 78,437

25,179
$ 82,081

64,704
$ 43,169 $ 103,616 $ 146,785
FY2021 FY2021
Contract revenue
type
Construction revenue
Sales revenue
Electricity sales reve-
nue
Service revenue
Others
Total
Point in time for rev-
enue recognition:
At a certain point in
time
To be satisfied over
time
Total
Reportable segments Total
Energy Business
Group
Electrical Engineer-
ing Business Group
$ 22,612
7,068
3,214
25,829
675
$ 70,710

121,786





1,614
$ 93,322

128,854

3,214

25,829

2,289
$ 59,398 $ 194,110 $ 253,508
$ 36,786
22,612
$ 123,400

70,710
$ 160,186

93,322
$ 59,398 $ 194,110 $ 253,508

(XIX) Total Non-operating Revenue and Expense

1.Interest income

1.Interest income
Bank deposits
2.Other revenue
Rental revenue
Offset against benefits from over-
due payables
Others
Total
FY2022
$ 840
FY2022
$ 504


3,265
$ 3,769
FY2021
$ 357
FY2021
$ 292
9,185
$ 9,477
  1. Other profits and losses

FY2022

FY2021

92

Profit from lease changes
Gains (losses) from disposal of
property, plant and equipment
Disposal of investment interests
Others
Total
nancial cost
Interest on bank loans
Interest on lease liabilities
Less: Amount of interest capital-
ized
Net amount
Rate of capitalized interest
$ 12
(21)
250
(803)
$ (562)
FY2022
$ 3,465
236
(481)
$ 3,220
1.86%
$ -
342

2,761
$ 3,103
FY2021
$ 2,307
183
(261)
$ 2,229
1.41%

4. Financial cost

  • (XX) A Summary of the Depreciation and Amortization Expense Function Is Presented Below:

elow:
Property, Plant and Equipment
Right-of-use assets
Total
Summary of depreciation expense
function
Operating costs
Operating expenses
Total
mployee Benefit Expenses
Salary
Labor and National Health Insur-
ance
Defined contribution plan
Remuneration to directors
Others
Total
Summary by function
Operating costs
Operating expenses
Total
FY2022
$ 7,509
2,699
$ 10,208
$ 6,584
3,624
$ 10,208
FY2022
$ 30,205
3,215
1,495
665
2,146
$ 37,726
$ 18,082
19,644
$ 37,726
FY2021
$ 6,001
2,591
$ 8,592
$ 5,236
3,356
$ 8,592
FY2021
$ 23,765
2,538
1,264
750
2,204
$ 30,521
$ 13,598
16,923
$ 30,521

(XXI) Employee Benefit Expenses

  • (1) The number of employees of the Company for FY2022 and FY2021 were 61 and 57, respectively , of which the number of directors who were not also employees was 9 and 10.

  • (2) For companies whose shares are listed on the TWSE or TPEx, the following information should be disclosed additionally:

  • A. The average employee benefit expense for the year is NT$713 thousand. The average employee benefit expense for the previous year was NT$633 thousand.

  • B. The average employee salary expense for the year was NT$581 thousand. The average salary cost of the previous year was NT$506 thousand.

  • C. 15% change in average employee salary cost adjustment.

93

  • (3) Remuneration policy for directors, independent directors, managers and employees of the Company

  • A. The remuneration of directors includes compensation, retirement pensions, directors' remuneration and business execution expenses, of which the compensation and business execution expenses are authorized by the Company's Articles of Incorporation to be considered by the Board of Directors and the Compensation Committee based on the value of their participation and contribution to the Company's operations and with reference to the usual standards in the industry.

  • B. The Company has established an Audit Committee with no remuneration for supervisors.

  • C. The remuneration of the President and Vice President includes salary and bonus, which are determined by the position held, the responsibility assumed and the contribution to the Company with reference to the general market rate.

  • D. The remuneration of employees includes salary and bonus, and the salary of new employees is approved by the supervisor of the employing unit and submitted to the supervisor of authority and responsibility. In the future, employees with excellent performance may be reviewed by the supervisor of the unit and proposed for salary adjustment or promotion.

  • E. The main remuneration principles of the Company are linked to the performance of duties and performance results, and have a positive correlation with the operating performance, and the amount of payment is disclosed in accordance with the law.

(XXII)Remuneration to Employees and Directors

In accordance with the Company's Articles of Incorporation, the Company contributes no less than 1% and no more than 1% of the pre-tax benefit to employees' and directors' remuneration, respectively, for the year before the distribution of employees' and directors' remuneration. The estimated remuneration to employees for FY2022 and FY2021 were as follows:

Employee remuneration
Remuneration to directors
Cash
Employee remuneration
FY2022
1%
0%
FY2022
$ 456
FY2021
1%
0%
FY2021
$ 1,146

If there is a change in the amount of the annual parent company only financial report after the date of its issuance, the change in accounting estimate is treated as an adjustment in the following year.

There was no difference between the actual amount of employees' remuneration and the amount recognized in the parent company only financial statements for FY2021.

For additional information on the remunerations to the employees and directors approved by the Board, visit the “Market Observation Post System” at the website of the Taiwan Stock Exchange.

(XXIII) Income Taxes

  1. The major components of income tax expense (benefit) recognized in profit or loss:

FY2022 FY2021

94

Income tax for the current year
Income tax generated in the
current year
Additional taxes levied on un-
distributed earnings
Deferred income tax
Income tax generated in the
current year
Adjusted from the previous
year
Income tax expense (benefit) rec-
ognized in profit or loss
$ -
208
(134)

$ 74
$ -
276
134
744
$ 1,154
  1. The reconciliation of accounting income and income tax expense (benefit) is as follows:

ollows:
FY2022
Income tax expense on net in-
come before income tax at statu-
tory tax rate
$ 9,031
Non-deductible expenses for tax
purposes
117
Net domestic investments recog-
nized under the equity method
(6,619)
Additional taxes levied on undis-
tributed earnings
208
Unrecognized temporary differ-
ences
1,175
Unrecognized losses offset
against current period
(3,838)
Adjustment in the current year
for the income tax expenses of
the previous year

Income tax expense (benefit) in-
cluded in profit or loss
$ 74
Income taxes recognized in other comprehensive income
FY2022
Deferred income tax
Generated in the current period
Exchange difference from con-
version of financial statements
of foreign operations
$ (2)

ncome tax assets and liabilities in the current period
December 31,2022
Income tax assets in current pe-
riod
Tax refund receivable
$ 46

Income tax liabilities in current
period
Income taxes payable
$ 257
FY2021
$ 22,675
40
(2,628)
276
(4,395)
(15,558)
744
$ 1,154
FY2021
$ 2
December 31,2021
$ -
$ 1,072

3.Income taxes recognized in other comprehensive income

4. Income tax assets and liabilities in the current period

5. Deferred income tax assets and liabilities

The changes in deferred income tax assets and liabilities are as follows:

FY2022 Balance at the beginning of[Recognized in ] Recognized in gain (loss) other compre-[ Balance at the ] end of period period

95

Deferred income tax
liabilities
Investment income
from subsidiaries ac-
counted for under the
equity method
hensive in-
come
$ 134
$ (134) $ -
$ -
Deferred income tax
liabilities
Investment income
from subsidiaries ac-
counted for under the
equity method
FY2021 FY2021
Balance at the
beginning of
period

Recognized in
gain (loss)
Recognized in
other compre-
hensive in-
come
Balance at the
end of period
$ -
$ 134 $ -
$ 134
  1. Deferred income tax assets not recognized in parent company only balance sheets
December 31,2022
Loss deductions
$ 150,435

Temporary differences that can be
deducted
81,525
Total
$ 231,960
December 31,2021
$ 242,159
231,490
$ 473,649
  1. As of December 31, 2022, information on unused tax losses and approved cases for income tax returns is summarized as follows:
Year of occurrence
FY2013 (authorized)
FY2014 (authorized)
FY2015 (authorized)
FY2017 (authorized)
Total
Deductible amount
24,709
14,378
86,597
24,752
$ 150,436
Final deduction year
FY2023
2024
2025
2027
  1. Status of approved Income taxes

The Company's income tax returns for FY2020 have been duly examined and cleared by the tax authorities.

(XXIV) Capital Risk Management

The Company is required to maintain sufficient capital to meet the doubtful assumptions as a going concern. Therefore, the Company manages its capital to ensure that it has the necessary financial resources and operating plans to meet its future needs for working capital, capital expenditures and debt repayment.

(XXV)Financial Instruments

1. Fair value information - financial instruments not measured at fair value

The carrying amounts of financial instruments not carried at fair value, such as cash, financial assets carried at amortized cost, accounts receivable, other receivables, refundable deposits, long-term and short-term loans (including long-term loans due within one year), accounts payable, other payables and guarantee deposits received, are a reasonable approximation of fair value.

96

  1. Fair value information - financial instruments measured at fair value on a recurring basis

  2. (1)Fair value hierarchy

g basis
Fair value hierarchy
Financial assets at fair
value through profit or
loss
Domestic listed (Over-
the-Counter) stocks

Financial assets at fair
value through profit or
loss
Domestic listed (Over-
the-Counter) stocks
December 31, 2022
Level 1 Level 2 Level 3 Total
$ 53,752
$ -
$ -
$ 53,752
Level 1 Level 2 Level 3 Total
$ -
$ -
$ -
$ -

There were no transfers between Level 1 and Level 2 fair value measurements from January 1 to December 31 2022 and 2011.

  1. Types of financial instruments
from January 1 to December 31 2022 and 2011.
pes of financial instruments
December 31,2022
Financial Assets
Financial assets at fair value
through profit or loss
$ 53,752
Financial assets carried at
amortized cost (Note 1)
629,845
Total
$ 683,597
Financial liabilities
Measured at amortized cost
(Note 2)
$ 447,824
Lease liabilities
16,164
Total
$ 463,988
December 31,2021
$ -
987,870
$ 987,870
$ 295,744
8,658
$ 304,402

Note 1: The balance includes cash, financial assets carried at amortized cost, notes receivable, accounts receivable, other receivables, long-term notes and accounts receivable and refundable deposits, and other financial assets carried at amortized cost.

Note 2: The balance includes financial liabilities measured at amortized cost, such as long-term and short-term loans (including long-term loans due within one year), notes payable, accounts payable, dividends payable, other payables and guarantee deposits received.

  1. financial risk management objectives and policies

The Company's major financial instruments include accounts receivable, accounts payable and borrowings. The Company's financial management department provides services to each business unit, coordinates access to domestic and international financial markets, and monitors and manages the financial risks associated with the Company's operations through internal risk reports that analyze risk exposures based on the level and breadth of risk. These risks include market risk (including interest rate risk and other price risks), credit risk and liquidity risk.

  • (1) Market risk

  • A.Interest rate risk

The carrying amounts of the Company's financial assets and liabilities exposed to interest rate risk as of the balance sheet date were as follows

Fair value interest rate risk

December 31, 2022 December 31, 2021

97

Financial Assets $ 155,643 $ 72,854
Financial liabilities 199,004 158,367
Cash flow rate risk
Financial Assets $ 215,946 $ 504,510
Financial liabilities 162,705 13,708

Sensitivity analysis

The following sensitivity analysis is based on the interest rate risk of nonderivative instruments at the balance sheet date. For floating rate liabilities, the analysis assumes that the amount of the liability outstanding at the balance sheet date is outstanding for the period reported. The rate of change used in reporting interest rates internally to key management is a one-dollar increase or decrease in interest rates, which represents management's assessment of the reasonably possible range of interest rate changes.

If interest rates were to increase or decrease by 0.25%, with all other variables held constant, the Company's pre-tax income would increase/decrease by NT$324 thousand and NT$853 thousand for FY2022 and FY2021 respectively, due to the Company's exposure to interest rate risk on cash flows from variable rate deposits and borrowings.

B.Other price risk

The Company has equity price risk due to its investment in domestic listed securities. The management of the Consolidated Company manages the risk by holding different risky investment portfolios.

Sensitivity analysis

The following sensitivity analysis was performed based on the equity price risk at the balance sheet date.

If equity prices increased/decreased by 1%, net income before income tax would have increased/decreased by NT$538 thousand and NT$0 for FY2022 and FY2021 respectively, due to the increase/decrease in the fair value of financial assets at fair value through profit or loss.

The increase in sensitivity to price risk during the year was mainly due to the increase in equity investments.

(2) Credit risk

Credit risk refers to the risk of financial loss due to default on contractual obligations by counter-parties. As of the balance sheet date, the Company's maximum exposure to credit risk due to non-performance by counter-parties is mainly due to non-collection of customer accounts.

As of December 31, 2022 and 2021, the percentages of accounts receivable from the top ten customers to the Company's accounts receivable were 93.85% and 99.77%, respectively, and the credit concentration risk of the remaining accounts receivable was relatively insignificant.

  • (3) Liquidity risk

  • A. Liquidity and interest rate risk of non-derivative financial liabilities

The analysis of the remaining contractual maturities of non-derivative financial liabilities is based on the undiscounted cash flows (including principal and estimated interest) of the financial liabilities based on the earliest possible date on which the Company could be required to make repayment. Accordingly, the Company's bank loans that are repayable on demand are

98

listed in the table below at the earliest possible date, without regard to the probability that the banks will enforce the rights immediately; the maturity analysis of other non-derivative financial liabilities is prepared based on the contractual repayment dates.

The undiscounted interest amount of interest cash flows paid at floating interest rates is derived from the borrowing rate at the balance sheet date.

Non-derivative finan-
cial liabilities
Non-interest-bear-
ing liabilities
Floating rate instru-
ments
Lease liabilities
Total
More
Lease liabilities
December 31, 2022 December 31, 2022 December 31, 2022
Less than 6
months
6 months to 1
year
1 to 2 years More than 2
years
Total
$ 95,805
186,272
1,597
$ -

2,243
1,628
$ -

5,463

3,103
$ -

168,583
11,045
$ 95,805

362,561

17,373
$ 283,674 $ 3,871 $ 8,566 $ 179,628 $ 475,739
information on the analysis
Less than 1 year
1 to 5 years
$ 3,225 $ 10,701
16 to 20 years
$ 3,225 $ 10,701 $ 2,342 $ 947 $ 158
Non-derivative finan-
cial liabilities
Non-interest-bear-
ing liabilities
Floating rate instru-
ments
Lease liabilities
Financial guarantee
liabilities
Total
More
Lease liabilities
December 31, 2021 December 31, 2021 December 31, 2021
Less than 6
months
6 months to 1
year
1 to 2 years More than 2
years
Total
$ 132,210
1,887
1,035

$ -

151,699

600

$ -

1,371

1,028

$ 117

12,819

6,917

552,470
$ 132,327

167,776

9,580

552,470
$ 135,132 $ 152,299 $ 2,399 $ 572,323 $ 862,153
information on the analysis
Less than 1 year
1 to 5 years
$ 1,635 $ 4,498
16 to 20 years
$ 1,635 $ 4,498 $ 2,342 $ 947 $ 158

B. Financing amount




$ 1,635 $ Financing amount



4,498 $ 2,342 $

947 $ 158
Unsecured bank loan limit
-Amount utilized
-Unutilized amount
Total
Guaranteed Bank credit
line
-Amount utilized
-Unutilized amount
Total
December 31, 2022

$ 52,840
137,160
$ 190,000
$ 292,705
100,295
$ 393,000
December 31, 2021
$ 36,500
$ 36,500
$ 127,208
1,217,292
$ 1,344,500

VII. Related Party Transactions

The transactions between the Company and its related parties were as follows

(1) Names of related parties and their relationships

Name of related party

Sen-Hsin Energy Co., Ltd. (hereinafter referred to as "Sen-Hsin")

[Relationship with the Com-] pany

[Subsidiary ]

99

Luxe Solar Energy Co., Ltd. Subsidiary
(hereinafter referred to as "Luxe Solar")
Chin Lai International Development Co., Ltd. Subsidiary
(hereinafter referred to as "Chin Lai")
Wan Chuan Construction Co., Ltd. Subsidiary
(hereinafter referred to as "Wan Chuan Construc-
tion")
Qun Li Energy Co., Ltd. Subsidiary
(hereinafter referred to as "Qun Li")
Le Hua Investment Co., Ltd. Subsidiary
(hereinafter referred to as "Le Hua")
Kai Shih Energy Co., Ltd. Subsidiary
(hereinafter referred to as "Kai Shih")
Ching Tien Energy and System Co., Ltd. Other related party
((hereinafter referred to as "Ching Tien Energy"))
Chao Hsing Energy Co., Ltd. Other related party
(hereinafter referred to as "Chao Hsing Energy")
Sel Tech Co., Ltd. Other related party
(hereinafter referred to as "SEL Tech")
Solargo Tech Co., Ltd. Other related party
(hereinafter referred to as "Solargo")
Quintain Steel Co., Ltd. Other related party
(hereinafter referred to as "Quintain")
Chateau Rich Hotel Co., Ltd. Other related party
(hereinafter referred to as "Chateau Rich")
  • (II) Operating revenue
Operating revenue
Subsidiary

Ching Tien Energy and System Co.,
Ltd.
Solargo Tech Co., Ltd.
Other related party
Total
FY2022
$ -

28,679

8,240
$ 36,919
FY2021
$ 7,421
16,669
127,040
9,160
$ 160,290
  1. The subsidiary mainly receives revenue from maintenance of photovoltaic equipment. The collection period is based on mutual agreement and is not materially different from that of non-affiliated parties.

  2. Ching Tien Energy and System Co., Ltd. and Chao Hsing Energy Co., Ltd. subcontract photovoltaic equipment projects including installation services. These projects are subcontracted to Sel Tech Co., Ltd. The financial statements of the Company present the construction revenue after deducting the cost of the outsourcing.

100

FY2022
Ching Tien Energy and
System Co., Ltd.
Other related party
Total
FY2021
Ching Tien Energy and
System Co., Ltd.
Other related party
Total
Construction reve-
nue

NT$ 156,143

37,534
NT$ 193,677

$ 83,919
41,070
$ 124,989
Construction cost
Net amount
NT$ 127,464
29,294
NT$ 28,679
8,240
NT$ 156,758 NT$ 36,919
$ 67,250
31,910
$ 16,669
9,160
$ 99,160 $ 25,829
  1. Solargo Tech Co., Ltd. generates operating income from equipment and installation of booster stations, and the prices and terms of payment are based on individual agreements between the two parties for each project.

(III) Purchases


agreements between the two parties for each project.
Purchases
FY2022
Sel Tech Co., Ltd.
$ 156,758
Contract Assets
December 31, 2022
Ching Tien Energy and System Co.,
Ltd.
$ 24,914
Other related party
2,982
Total
$ 27,896
Accounts Receivables From Related Parties
December 31, 2022
Accounts receivable
Subsidiary
$ -
Ching Tien Energy and System Co.,
Ltd.

Chao Hsing Energy Co., Ltd.

Solargo Tech Co., Ltd.

Total
$ -
Other receivables
Subsidiary
$ 168
FY2021
$ 99,160
December 31, 2021
$ 5,540
1,953
$ 7,493
December 31, 2021
$ 545
82,298
41,073
49,063
$ 172,979
$ 208

(IV) Contract Assets

(V) Accounts Receivables From Related Parties

No guarantee is received for amounts outstanding from related parties.

(VI) Accounts Payable to Related Parties

Accounts payable
Sel Tech Co., Ltd.
Other payables
Subsidiary
Other related party
December 31, 2022
$ 19,554
$ 26
26
$ 52
December 31, 2021
$ 103,852
$ -
$ -

(VII) Endorsements and Guarantees

See Schedule I for endorsement guarantees for subsidiaries. (VIII)Prepayment for Equipment

101

Sel Tech Co., Ltd. December 31, 2022
December 31, 2021
$ 50,906
$ 50,906

The total purchase price of NT$1,018,116 thousand as of December 31, 2022 and 2021 was for the purchase of solar power equipment and installation, which will be paid according to the progress of the project. Prices and payment terms are based on individual agreements between the parties for each project.

(IX) Lease Agreements

Lease Agreements
Right-of-use assets
Other related party
Lease liabilities - current
Other related party
Lease liabilities - non-current
Other related party
Interest expense
Other related party
December 31, 2022
$ 6,192
$ 603
$ 3,884
$ 76
December 31, 2021
$ 6,192
$ 594
$ 4,487
$ 85

The Company leases office space from a related party, and the terms of the transaction are monthly lease payments.

  • (X) Transactions with other related parties

e monthly lease payments.
Transactions with other related parties
FY2022
Rental revenue
Subsidiary
$ 306
Miscellaneous income
Subsidiary
$ 1,920
Remuneration for senior management
FY2022
Short-term employee benefits
$ 7,452
Postemployment benefits
189
Total
$ 7,641
FY2021
$ 249
$ 1,320
FY2021
$ 4,009
191
$ 4,200

(XI) Remuneration for senior management

The remuneration of directors and other key managerial officers is determined by the Remuneration Committee based on individual performance and market trends.

VIII. Assets Pledged as Collateral

The following assets are secured as follows:

Financial assets measured at amortized
cost - current and non-current (reserve
account)
Financial assets measured at amortized
cost - non-current (pledged time depos-
its)
Property, Plant and Equipment
Total
December 31,2022

$ -


55,643
116,963
$ 172,606
December 31,2021
$ 2,280
70,574
119,534
$ 192,388

IX. Significant Contingent Liabilities and Unrecognized Contractual Commitments

In addition to those described in other notes, the Company's material commitments and contingencies as of the balance sheet date are as follows:

102

  • (I) The details of the Company's guaranteed notes payable and bank guarantee letters are as follows:

as follows:
Deposit received
Guarantee notes for construction pro-
jects
Total
December 31, 2022
$ 55,643
19,915
$ 75,558
December 31, 2021
$ 72,854
19,915
$ 92,769
  • (II) The Company and Aircom Pacific Inc. jointly developed an in-flight connection system for use in the passenger cabin of an aircraft for a total contract price of NT$28,750 thousand (US$909,000), of which NT$23,918 thousand (US$762,000) had been paid as of December 31, 2022. The Company has no plan to continue the operation of the business, and no manpower is currently committed to the venture; therefore, a total impairment loss of NT$23,918 thousand was recorded in 2015 for the prepaid equipment.

  • (III) As for the wind power projects contracted by the Company for Taiwan Power Company (Taipower) in its Taichung Power Plant and Taichung Port area. Many factors that were beyond the control of the Company, such as delayed provision of land, frequent change of the wind turbine sites, and changes in design and construction methods on the side of Taipower as well as the bankruptcy of a subcontractor, the Dutch wind generator supplier, typhoons and severe weather, occurred after the commencement of the works and resulted in a significant increase of the required construction period for the project. For this, the Company asked for extension of the construction period according to the contract and, thus, run into contractual disputes with Taipower. The Chinese Construction Industry Arbitration Association made the arbitral award (Gong-Zhong-Xie-(Jing)-Zi No. 019, 2008) on January 19, 2010 with the text described below:

  • Taipower shall extend the construction period for each wind turbine (#1, #2, #3 and #4 turbines) of Taichung Power Plant by 290 calendar days.

  • Taipower shall extend the work period of 563 calendar days for each wind turbine (#1-#4) of the first group of wind turbines in the Taichung Harbor Area; 756 calendar days for each wind turbine (#5-#8) of the second group; 773 calendar days for each wind turbine (#9-#12) of the third group; 663 calendar days for each wind turbine (#13-#18) of the fourth group.

  • Taipower shall calculate the completion date of the sub-projects of Taichung Power Plant and Taichung Harbor Area by adding 120 calendar days to the last date of completion of the commercial transfer of each site (#3 wind turbine of Taichung Power Plant; #11 wind turbine of Taichung Port Area) as the last completion date of the site.

  • Taipower shall pay the Company NT$13,740 thousand and interest at 5% per annum from September 28, 2007 to the date of settlement.

Taipower filed an action against the arbitral award and requested for its revocation. For this, Taiwan Taipei District Court made a decision to dismiss the action (ZhongSu-Zi No. 11, 2010) and Taipower filed an appeal against the decision. On May 31, 2011, the high court delivered its decision (Chong-Shang-Zi No. 501, 2010) to reserve the dismissal of Taipower’s action and the determination on the litigation expenses as declared in the original judgment. As for the text of the arbitral award (Gong-Zhong-Xie-(Jing)-Zi No. 019, 2008) made by the Chinese Construction Industry Arbitration Association, the decision of the high court found that Point (3) exceeded the scope of the arbitration agreement and should be revoked, and the appeal should be dismissed with regard to Points (1), (2) and (4). The two parties had

103

negotiated on the settlement amount, but they could not reach a consensus. As a result, Taipower has still not paid the Company the amount due.

The Company filed a lawsuit with the Taipei District Court on September 5, 2013, requesting Taipower to pay the Company NT$401,631 thousand and on August 25, 2016, the Taipei District Court ruled (2013 Jian-Zi No. 274) that Taipower should pay the Company NT$309,690,000, plus interest at 5% per annum from April 14, 2012 to the date of full settlement. Taipower appealed against the judgment and filed an appeal. On May 29, 2020, the Taiwan High Court ruled in (2016 Jian-Shang-Zi No.74) that Taipower should pay the Company NT$301,955 thousand, including NT$250,070 thousand from April 14, 2012, and the remaining NT$51,885 thousand with interest at 5% per annum from the day after the judgment was finalized until the date of settlement. Based on the above judgement, the Company filed an appeal with the Supreme Court in which Taipower was required to pay the Company NT$16,045 thousand and interest at 5% per annum from April 14, 2012 to the date of settlement. Taipower subsequently filed an appeal to the Supreme Court on June 29, 2020.

In addition, in February 2015, the Company obtained an execution decree from the Taipei District Court of Taiwan in accordance with the above-mentioned arbitration judgment on Item 4 seeking NT$13,740 thousand in outstanding payments due. Taipower filed a debtor's dispute lawsuit seeking a stay of execution. On December 9, 2016, the Taipei District Court ruled against Taipower (2015 Zhong-Shu-Zi No.195). Taipower has filed an appeal, which is currently pending before the Taiwan High Court, and the verdict has not yet been determined.

  • (IV) The Company placed an order of 54 blades to Umoe (a Dutch company) on June 22, 2005 and authorized it to deal with their transport. Umoe (a Dutch company) authorized another company for this transport matter. A batch of the blades was affected by severe weather during the transport and 15 blades were damaged as a result. Umoe (a Dutch company) found that the procurement agreement was entered into based on the FOB conditions and, thus, asked the Company to reimburse the freight paid on behalf of the Company. On August 16, 2010, the Company received a notice from Taiwan Banqiao District Court about the suit at Oslo District Court, Norway. The JuridiskByra law firm in Norway was authorized for the suit. Oslo District Court made a decision against the Company on April 11, 2011 and required that the Company should pay a compensation of EUR 222 thousand (ca. NT$7,359 thousand) and a sum of legal expenses of NOK 404 thousand (ca. NT$1,258 thousand) with delay interest. As there is no mutual recognition of judicial decisions based on treaties or agreements between Taiwan and Norway, the Company has not received any notice from the court to enforce the above compensation as of December 31, 2022.

  • (V) As of December 31, 2022 and 2021, the Company had entered into contracts for solar power generation equipment, and the total amount due, less the amount paid, was NT$976,397 thousand.

  • X. Catastrophic Losses: None.

XI. Significant Post-Term Events: None.

XII. Other Matters: None.

XIII. Notes for Disclosures

  • (I) Information on Material Transactions:

  • Loan of funds to others: None.

  • Endorsement and guarantees for others: see Schedule 1.

104

  1. Marketable securities held at the end of the period (excluding investments in subsidiaries, affiliates and joint ventures): see Schedule 2.

  2. Cumulative purchases or sales of marketable securities amounting to at least NT$300 million or 20% of the paid-in capital: None.

  3. Acquisition of real estate amounting to at least NT$300 million or 20% of the paidin capital: None.

  4. Disposal of real estate amounting to at least NT$300 million or 20% of the paid-in capital: None.

  5. Purchase from or sale to related parties amounting to at least NT$100 million or 20% of the paid-in capital: see Schedule 3.

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

  7. Derivative transactions: None.

  8. (II) Information on investment in other businesses: see Schedule 4.

  9. (III) Information on investment in Mainland China: None.

  10. (IV) Information on major shareholders: Name, amount and percentage of shares held by shareholders with a 5% or more ownership: see Schedule 5.

XIV.Operating Segment Information

Please refer to the consolidated financial statements for FY2022.

105

Schedule 1

Luxe Green Energy Technology Co., Ltd. (Originally: Luxe Electric Co., Ltd)

Endorsement and guarantees for others:

January 1 to December 31, 2022

Unit: NT$‘000
Num-
ber
(Note 1)

Company
name of the
guarantor
Target of endorsement
and guarantee
Endorsement and
guarantee limit
for a single com-
pany
(Note 3)
Maximum endorse-
ment and guarantee
balance for the pe-
riod
Ending balance of en-
dorsement and guar-
antee
Actual amount Endorsement
and guarantee
amount se-
cured by prop-
erty
Ratio of cumula-
tive guarantee
amount to net
worth of the most
recent financial
statements (%)

Maximum
amount of en-
dorsement and
guarantee
(Note 3)
Endorse-
ment and
guarantee
from parent
to subsidi-
ary (Note 4)

Endorse-
ment and
guarantee
from sub-
sidiary to
parent com-
pany (Note
4)
Endorse-
ment and
guarantee
for Main-
land China
(Note 4)
Company
name
Rela-
tionship
(Note 2)
0 The Company Sen-Hsin En-
ergy Co., Ltd.
2 $ 830,010 $ 450,000 $ 450,000 $ 337,324 $ - 27.11 $ 1,660,020 Y N N
0 The Company Chin Lai In-
ternational
Development
Co., Ltd.
2 $ 830,010 $ 450,000 $ 450,000 $ 116,408 $ - 27.11 $ 1,660,020 Y N N

Note 1: The description of the number column is as follows:

(1) The issuer is entered as 0.

(2) The investee companies are numbered in order by company, starting from the Arabic numeral 1.

Note 2: There are two types of relationships between the guarantor and the target of the endorsement, which can be indicated as follows:

(1) Companies with business relationship.

(2) Subsidiaries where the guarantor directly holds more than 50% of the common stock.

Note 3: In accordance with the Company's operating procedures, the total amount of endorsement and guarantee shall not exceed 100% of the Company's latest net financial statements. The individual limits of the Company's external endorsement or guarantee shall not exceed 50% of the Company's net worth, and the same applies to the individual limits of the Company's endorsement and guarantee for subsidiaries directly or indirectly holding 100% of the voting shares.

Note 4: Endorsement and guarantee by a listed parent company to its subsidiary, the endorsement and guarantee by the subsidiary to the listed parent company, and the endorsement and guarantees in Mainland China are required to be listed.

106

Schedule 2

Luxe Green Energy Technology Co., Ltd.

(Originally: Luxe Electric Co., Ltd)

Breakdown of marketable securities held at the end of the period

December 31, 2022

Unit: NT$‘000 Unit: NT$‘000
Companies Held Type and Name of Market-
able Securities
Relationship between
the issuer of the secu-
rities and the Com-
pany
Accounts End of period Re-
marks
Shares Total carrying
amount
Sharehold-
ing ratio (%)
Fair value
The Company Shares - Chateau Interna-
tional Develop-
ment Co., Ltd.
Other related party Financial assets meas-
ured at fair value
through profit or loss -
current
1,657,000 53,752 1.48 53,752

Note 1: Marketable securities referred to in this table are stocks, bonds, beneficiary certificates and marketable securities derived from the above items that fall within the scope of IAS 9, "Financial Instruments".

107

Schedule 3

Luxe Green Energy Technology Co., Ltd.

(Originally: Luxe Electric Co., Ltd)

  • The amount of purchase or sale of goods with related parties reaches at least NT$100 million or 20% of the paid in capital. January 1 to December 31, 2022
Unit: NT$‘000 unless otherwise specified Unit: NT$‘000 unless otherwise specified Unit: NT$‘000 unless otherwise specified
Company that pur-
chases (sells) goods
Counterparty Relationship Transaction situation Transactions and reasons for differ-
ences from ordinary transactions
Notes and accounts receivable (pay-
able)
Notes
Purchases
(sales)
Amount Percentage of
purchases
(sales) (%)
Credit period Unit price Credit period Balance Percentage of total
notes and accounts
receivable (payable)
(%)
The Company Sel Tech Co., Ltd. Other related
party
Purchases $ 156,758 42% 90~120 days By mutual agree-
ment
By mutual
agreement
$ (19,554) (22%)

Note 1: If the terms and conditions of the related party's transaction are different from the normal terms and conditions, the difference and the reasons for the difference should be stated in the unit price and credit period columns.

Note 2: If there is any payment received (paid) in advance, the reason, contract terms, amount and the difference from the general transaction type should be stated in the Remarks column.

108

Schedule 4

Luxe Green Energy Technology Co., Ltd.

(Originally: Luxe Electric Co., Ltd)

Information about Investee Companies

January 1 to December 31, 2022

Unit: NT$’000/t housand shares
Name of the in-
vestment com-
pany
Name of investee
company
Location Main business scope Original investment amount Held at the end of the period Income (loss) of
the investee for
the period
Gain (loss) on in-
vestment recog-
nized in the pe-
riod
Remarks

End of the pe-
riod
End of the pre-
vious year
Shares Ratio
(%)
Total carrying
amount
The Company Le Hua Investment
Co., Ltd.
Luxe Solar Energy
Co., Ltd.
Sen-Hsin Energy
Co., Ltd.
Chin Lai Interna-
tional Development
Co., Ltd.
Kai Shih Energy
Co., Ltd.
Joy Ribbon Limited
Wan Chuan Con-
struction Co., Ltd.
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Seychelles
Taiwan
Reinvestment busi-
ness
Energy Technical
Services
Energy Technical
Services
Energy Technical
Services
Energy Technical
Services
International Trade
in Energy Products
Comprehensive
Construction Activi-
ties
$ 20,000
4,826
660,000
202,320
2,550

63,000
$ 40,000
14,826
430,000
202,320
2,550
1,422
2,000
500
66,900
18,000
255

6,300
100
100
100
100
51

52.5
$ 13,803
3,537
692,680
222,149
3,250

64,364
$ (8,200)
(26)
24,830
16,310
1,535
(1,650)
2,969
$ (8,200)
(26)
24,830
14,149
783
(842)
1,559
(Note 1)
(Note 2)

109

Schedule 4-1

Luxe Green Energy Technology Co., Ltd. and its subsidiaries

(Originally: Luxe Electric Co., Ltd)

Information about the investee company, its location, ......, etc.

January 1 to December 31, 2022

Unit: NT$ ’000/thousand shares

Name of the in-
vestment company
Name of investee
company
Location Main business scope Original investment amount Original investment amount Held at the end of the period Held at the end of the period Held at the end of the period Income (loss) of
the investee for the
period

Gain (loss) on in-
vestment recog-
nized in theperiod

Remarks
End of the period End of the previ-
ous year
Shares Ratio
(%)
Total carrying
amount
Chin Lai Interna-
tional Develop-
ment Co., Ltd.
Qun Li Energy Co.,
Ltd.
Taiwan Energy Technical
Services
32,899 32,899 2,900 100 30,466 707 707
Wan Chuan Con-
struction Co., Ltd.
Park Ave Coworking
Space Co., Ltd.
Taiwan Indoor Decoration 2,250 2,250 225 22.5 1,415 6 1

Note 1: The investment gain or loss recognized in the current period includes a gain of NT$16,310 thousand less amortization of operating rights of NT$2,161 thousand. Note 2: On May 10, 2022, Joy Ribbon Limited was disposed of.

110

Schedule 5

Luxe Green Energy Technology Co., Ltd.

(Originally: Luxe Electric Co., Ltd) Name of Major Shareholders

December 31, 2022

Name of major shareholder Shares Shares
Shares held Shareholding ratio
(%)
Quintain Steel Co., Ltd. 14,603,953 10.03
Concord International Securities Co., Ltd. 14,323,009 9.84
Hsia Ti Investment Co., Ltd. 10,395,959 7.14
Pao Li Tou Investment Co., Ltd. 8,301,575 5.70
Asahi Enterprises Corp. 8,169,450 5.61
  • Note 1: The information on major shareholders in this table is based on the last business day of the quarter in which the shareholders hold 5% or more of the Company's common and preferred shares in dematerialized format. The number of shares recorded in the consolidated financial statements and the actual number of shares in dematerialized format may differ depending on the basis of calculation.

  • Note 2: The above information is disclosed by the trustee's opening of a trust account with individual subaccounts of the trustee if the shareholders have entrusted their shares to the trust. As for the shareholder's shareholding of more than 10% of the shares of insiders reported under the Securities and Exchange Act, the shareholding includes the shareholding of the shareholder plus the shareholding of the shareholder who entrusted shares held to the trust and has the right to decide the use of the trust property.

111

§ The following table summarizes the significant accounting items

Item
Schedule of Assets, Liabilities and Equity
Schedule of Cash
Schedule of financial assets carried at amortized cost
Schedule of Notes Receivable
Schedule of Accounts Receivable (Including Related Parties)
Schedule of Receivables
Schedule of Inventory
Schedule of changes in investments accounted for under the eq-
uity method
Schedule of changes in property, plant and equipment
Schedule of Changes in Right-of-Use Assets
Schedule of Deposits and Guarantees
Schedule of Short-term Borrowings
Schedule of Accounts Payable (including Related Parties)
Schedule of Other Payables (including related parties)
Schedule of Long-term Borrowings
Schedule of Deferred Income Tax Liabilities
Schedule of Profit and Loss
Schedule of Operating Income
Schedule of Operating Costs
Schedule of Manufacturing Costs
Operating Expenses
Number/Index
Table 1
Note 6(3)
Table 2
Table 3
Table 4
Table 5
Table 6
Note 6(8)
Table 7
Table 8
Note 6(12)
Table 9
Table 10
Note 6(13)
Note 6(23)
Table 11
Table 12
Table 13
Table 14

112

Luxe Green Energy Technology Co., Ltd.

(Originally: Luxe Electric Co., Ltd)

Schedule of Cash

December 31, 2022

Table 1

Luxe Green Energy Technology Co., Ltd.
(Originally: Luxe Electric Co., Ltd)
Schedule of Cash
December 31, 2022
Table 1
Item
Cash on hand
Bank deposits
Cheque deposits
Demand deposits
Total
Unit: NT$ ‘000
Amount
$ 138
294
215,946
$ 216,378

113

Luxe Green Energy Technology Co., Ltd. (Originally: Luxe Electric Co., Ltd)

Schedule of Notes Receivable

December 31, 2022

Table 2

Name of customer
Company A
Company B
Company C
Company D
Company E
Company F
Company G
Others (Note)
Total
Unit: NT$ ‘000
Amount
$ 475
284
143
142
103
86
71
6
$ 1,310

Note: The balance of each account listed does not exceed 5% of the balance of this accounting item.

114

Luxe Green Energy Technology Co., Ltd.

(Originally: Luxe Electric Co., Ltd)

Schedule of Accounts Receivable (Including Related Parties)

December 31, 2022

Table 3

December 31, 2022
Table 3
Name of customer
Non-related party
Company A
Company B
Company C
Company D
Company E
Others (Note)
Total
Less: Allowance for losses
Net amount
Unit: NT$ ‘000
Amount
$ 14,145
4,344
4,200
3,110
1,257
1,735
28,791
(39)
$ 28,752

Note: The balance of each account listed does not exceed 5% of the balance of this accounting item.

115

Luxe Green Energy Technology Co., Ltd.

(Originally: Luxe Electric Co., Ltd)

Schedule of Receivables December 31, 2022

Table 4

Luxe Green Energy Technology Co., Ltd.
(Originally: Luxe Electric Co., Ltd)
Schedule of Receivables
December 31, 2022
Table 4
Name of customer
Company A
Company B
Company C
Company D
Others (Note)
Total
Less: Allowance for losses
Net amount
Unit: NT$ ‘000
Amount
$ 4,835
3,219
1,409
1,076
13
10,552
(10,552)
$ -

Note: The balance of each account listed does not exceed 5% of the balance of this accounting item.

116

Luxe Green Energy Technology Co., Ltd.

(Originally: Luxe Electric Co., Ltd)

Schedule of Inventory December 31, 2022

Table 5

Table 5
Item
Finished goods
Goods in process
Raw materials
Merchandise
Subtotal
Less: Allowance for loss on decline in
value of inventories
Total
Unit: NT$ ‘000
Amount
Cost
Net realizable
value(Note)
$ 41,023
$ 18,174
106,579
237,060
35,550
38,061
102
171
183,254
$ 293,466
(27,839)
$ 155,415
Cost
$ 41,023
106,579
35,550
102
183,254
(27,839)
$ 155,415

Note: See Note 4 for the net realizable value basis.

117

Luxe Green Energy Technology Co., Ltd.

(Originally: Luxe Electric Co., Ltd)

Schedule of changes in investments accounted for under the equity method

FY2022

Table 6

Table 6 FY2022
Name Balance at the beginning
ofperiod
Changes in the curren t period Balanc e at the end of period Unit: NT$ ‘000
Number of
shares (in
thousands)
Amount Number of
shares (in
thousands)
Amount Gain (loss)
on invest-
ment
Cash divi-
dends re-
ceived
Realized
sales profit
Disposed
Oth-
ers(Note1)
(Note2)
Number of
shares (in
thousands)
Sharehold-
ing ratio
(%)
Amount Market
value or net
equity
Evaluation
basis
Provision of
guarantees or
pledges
Le Hua Investment Co., Ltd.
Luxe Solar Energy Co., Ltd.
Sen-Hsin Energy Co., Ltd.
Chin Lai International De-
velopment Co., Ltd.
Kai Shih Energy Co., Ltd.
Joy Ribbon Limited
Wan Chuan Construction
Co., Ltd.
Total

4,000

1,500
43,900
18,000
255
51

$ 48,963

13,563

437,850

212,823

2,467

2,078


(2,000)

(1,000)

23,000







6,300

$ (20,000)

(10,000)

230,000







63,000
$ (8,200)

(26)

24,830

14,149

783

(842)

1,559
$ (6,960)





(4,860)





$ -





37





$ -








(1,349)

$ -









113

(194)

2,000

500

66,900

18,000

255


6,300
100

100
100
100
51

52.5
$ 13,803
3,537
692,680
222,149
3,250

64,364
$ 13,803
3,537
692,680
222,149
3,250

64,364

Equity
method












None





$717,744 $263,000 $ 32,253 $ (11,820) $ 37 $ (1,349) $ (81) $999,783 $999,783

Note 1: Exchange difference from conversion of financial statements of foreign operations. Note 2: Recognition of financial assets carried at fair value through other comprehensive income.

118

Luxe Green Energy Technology Co., Ltd.

(Originally: Luxe Electric Co., Ltd)

Schedule of Changes in Right-of-Use Assets

FY2022

Table 7
Item
Amount at be-
ginning ofperiod
Increase in the
current period
Decrease in the
current period
Reclassification Balance at the
end ofperiod
Cost
Buildings
Transport Equip-
ment
Subtotal
Cumulative de-
preciation
Buildings
Transport Equip-
ment
Subtotal
Total
$ 12,644
1,785
$ 12,209

1,097
$ (7,181)

(1,291)
$ -

$ 17,672

1,591
14,429 13,306 (8,472) 19,263
4,822
1,123

2,140

559

(4,014)

(1,291)




2,948

391
5,945 2,699 (5,305) 3,339
$ 8,484 $ 10,607 $ (3,167) $ - $ 15,924

119

Luxe Green Energy Technology Co., Ltd.

(Originally: Luxe Electric Co., Ltd)

Schedule of Deposits and Guarantees

December 31, 2022

Table 8

Refundable deposit Deposit received

Unit: NT$ ‘000 Item Amount $ 17,869

120

Luxe Green Energy Technology Co., Ltd.

(Originally: Luxe Electric Co., Ltd)

Schedule of Accounts Payable (including Related Parties)

December 31, 2022

Table 9

Contractor/vendor name
Non-related party
Company A
Company B
Company C
Company D
Company E
Company F
Company G
Company H
Others (Note)
Subtotal
Related party
Sel Tech Co., Ltd.
Total
Unit: NT$ ‘000
Amount
$ 14,148
9,608
7,491
4,980
4,880
4,313
4,079
4,034
17,099
70,632
19,554
$ 90,186

Note: The balance of each account listed does not exceed 5% of the balance of this accounting item.

121

Luxe Green Energy Technology Co., Ltd.

(Originally: Luxe Electric Co., Ltd)

Schedule of Other Payables (including related parties)

December 31, 2022

Table 10

December 31, 2022
Table 10
Contractor/vendor name
Salaries and bonuses payable
Labor costs payable
Equipment payable
Rent payable
Labor and health insurance expenses payable
Others (Note)
Subtotal
Related party
Others (Note)
Total
Unit: NT$ ‘000
Amount
$ 4,571
1,309
860
625
533
3,197
11,095
52
$ 11,147

Note: The balance of each account listed does not exceed 5% of the balance of this accounting item.

122

Luxe Green Energy Technology Co., Ltd. (Originally: Luxe Electric Co., Ltd) Schedule of Operating Income FY2022

Table 11

Table 11
Item
System engineering
Electricity sales revenue
Transformer
Distribution panels
Others (Note)
Total
Less: Sales returns and discounts
Net operating revenue
Quantity
675,584 kWh
13,906
20
Unit: NT$ ‘000
Amount
$ 64,704
3,191
55,422
15,285
8,222
146,824
(39)
$ 146,785

Note: The amount of line items listed does not exceed 10% of this accounting item.

123

Luxe Green Energy Technology Co., Ltd.

(Originally: Luxe Electric Co., Ltd)

Schedule of Operating Costs

FY2022

Table 12

Luxe Green Energy Technology Co., Ltd.
(Originally: Luxe Electric Co., Ltd)
Schedule of Operating Costs
FY2022
Table 12
Item
Cost of goods sold
Merchandise at the beginning of period
Add: Purchases for the period
Less: Merchandise at the end of period
Purchase and sales costs
Raw materials at the beginning of period
Add: Net raw materials purchased for the period
Less: Raw materials at end of period
Direct raw material consumption
Direct labor
Manufacturing expenses
Processing costs
Manufacturing costs
Goods in process at the beginning of period
Less: Transferred to expenses
Construction cost
Goods in process at the end of period
Finished goods cost
Finished goods at the beginning of period
Less: Finished goods at the end of period
Total cost of goods sold
Operating costs
Loss on decline in value of inventories
Others
Operating costs
Total operating costs
Unit: NT$ ‘000
Amount
$ 102

(102)
27,916
364,176
(35,543)
356,549
7,452
28,816
7,907
400,724
48,014
(3,047)
(151,478)
(169,626)
124,587
13,067
(40,953)
96,701
1,863
(77)
1,786
$ 98,487

124

Luxe Green Energy Technology Co., Ltd.

(Originally: Luxe Electric Co., Ltd)

Schedule of Manufacturing Costs

FY2022

Table 13

Item
Salary expense
Miscellaneous expenses
Depreciation
Insurance fees
Power expenses
Others (Note)
Total
Unit: NT$ ‘000
Amount
$ 6,391
4,244
6,584
2,086
1,683
7,828
$ 28,816

Note: The amount of line items listed does not exceed 5% of this accounting item.

125

Luxe Green Energy Technology Co., Ltd.

(Originally: Luxe Electric Co., Ltd)

Operating Expenses FY2022

Table 14

Unit: NT$ ‘000

e 14 FY2022 Unit: NT$
Item Marketing ex-
pense
Administrative
expense
R&D expense
Total
Salary expense
Miscellaneous
expense
Depreciation
Insurance fees
Labor costs
Others (Note)
Total
$ 3,123
704
1,474
351
561
1,491
$ 11,618

3,641

1,627

1,192

4,148
3,579
$ 1,217

707

524

106


198
$ 15,958

5,052

3,625

1,649

4,709
5,268
$ 7,704 $ 25,805 $ 2,752 $ 36,261

Note: The amount of line items listed does not exceed 5% of this accounting item.

126

Statement of Consolidated Financial Statements of Affiliated Companies

Considering that the companies to be included into the consolidated financial statements of affiliated companies under the “Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports, and Consolidated Financial Statements of Affiliated Enterprises” were the same as those to be included into the consolidated financial statements of the parent and subsidiaries under IFRS 10 in 2022 (from January 1 to December 31, 2022), and the related information to be disclosed in the consolidated financial statements of affiliated companies has already been disclosed in the said consolidated financial statements of the parent and subsidiaries. We hereby declare that consolidated financial statements of affiliated companies were prepared separately.

Company Name: Luxe Green Energy Technology Co.,Ltd. and its subsidiaries

Chairman: Chen Chien-Jen

February 21, 2023

127

V. Financial statement of the most recent year

Statement of Consolidated Financial Statements of Affiliated Companies

Considering that the companies to be included into the consolidated financial statements of affiliated companies under the “Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports, and Consolidated Financial Statements of Affiliated Enterprises” were the same as those to be included into the consolidated financial statements of the parent and subsidiaries under IFRS 10 in 2022 (from January 1 to December 31, 2022), and the related information to be disclosed in the consolidated financial statements of affiliated companies has already been disclosed in the said consolidated financial statements of the parent and subsidiaries. We hereby declare that consolidated financial statements of affiliated companies were prepared separately.

Company Name: Luxe Green Energy Technology Co., Ltd. and its subsidiaries

Chairman: Chen Chien-Jen

Februar 21, 2023

128

Independent Auditors’ Report

NO.23861110CA

LUXE GREEN ENERGY TECHNOLOGY CO., LTD.:

Audit opinions

We have audited the consolidated balance sheet of Luxe Green Energy Technology Co., Ltd. and its subsidiaries (collectively referred to as the “Group”) as of December 31, 2022 and 2021, and the consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flow for the period from January 1 to December 31, 2022 and 2021, and provided the related notes to the consolidated financial statements (including the summary of significant accounting policies).

In our opinion, the said consolidated financial statements were prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and the International Financial Reporting Standards, International Accounting Standards, interpretations and the statements of interpretation approved and released by the Financial Supervisory Commission, and thus presented fairly in all material aspects, the consolidated financial position of Luxe Green Energy Technology Co., Ltd. and its subsidiaries as of December 31, 2022 and 2021, and the consolidated financial performance and consolidated cash flows for the period from January 1 to December 31, 2022 and 2021.

Basis of audit opinion

We conducted our audit in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the prevailing Generally Accepted Auditing Standards. Our responsibilities under such standards are further described in the “CPA’s responsibility for the audit of the consolidated financial statements” section in this report. We are independent of Luxe Green Energy Technology Co., Ltd. and its subsidiaries in accordance with the Norms of Professional Ethics for Certified Public Accountants and fulfilled all other responsibilities thereunder. We believe that we acquired sufficient and appropriate audit evidence to base our audit opinions.

Other matters

For the parent company only financial statements prepared by Luxe Green Energy Technology Co., Ltd. in FY2022 and FY2021, we had an independent auditors’ report issued with unqualified opinions for reference.

Key audit matters

Key audit matters is one that, in our professional judgment, is most significant in relation to our audit of the consolidated financial statements of Luxe Green Energy Technology Co., Ltd. and its subsidiaries for the year ended December 31, 2022. Such matters were addressed during the overall audit of the consolidated financial statements and the process of forming the audit opinions, and thus we did not provide opinions separately regarding such matters.

The following is a summary of the key audit matters of the consolidated financial statements of Luxe Green Energy Technology Co., Ltd. and its subsidiaries in FY2022:

129

Construction contracts

As stated in Notes 4(13) and 6(20) to the consolidated financial statements, Luxe Green Energy Technology Co., Ltd. and its subsidiaries' project revenue for FY2022 amounted to NT$83,617 thousand, which accounted for 30% of the total net operating revenue and had a significant impact on the consolidated financial statements. The project revenue of Luxe Green Energy Technology Co., Ltd. and its subsidiaries is recognized through the cost input ratio of project cost, based on the gradual satisfaction of performance obligations over time. In view of the fact that the estimated total cost of uncompleted construction projects and the construction cost invested will impact the accuracy of the recognition of construction revenue, we have included the area in the key audit matters of the year.

The major audit procedures we conducted for this key audit matter include:

  • I. Understanding and examining the effectiveness of the design and implementation of the internal control system related to the estimated total construction cost and the recognition of relevant construction revenue.

  • II. Sampling the construction project progress schedule, construction contracts and construction cost invested in the current period, and re-calculating the percentage of the completed construction, in order to verify the accuracy of the recognition of construction revenue.

- Long term project payment receivables involving any unsettled litigation

As disclosed in Notes 5 and 6(13) to the consolidated financial statements, as of December 31, 2022, the long-term project receivables of Luxe Green Energy Technology Co., Ltd. and its subsidiaries amounted to NT$207,991 thousand (net of allowance for losses of NT$178,575 thousand and estimated late penalties). Because of the uncertain outcome of the pending litigation, the recoverable amount of the long-term project receivables involves management's assumptions about the final judgment of the court. Accordingly, we have considered the above long-term receivables as a key audit matter.

The major audit procedures we conducted for this key audit matter include:

  • I. Reviewing the recent verdict documents of the litigation and obtaining the legal confirmation of the appointed lawyer of the litigation to evaluate the reasonableness of the management’s assumption.

  • II. Evaluating the completeness of the disclosure of this lawsuit by Luxe Green Energy Technology Co., Ltd. and its subsidiaries.

Responsibility of the management and governance unit for the consolidated financial statements

The management was responsible for preparation of the consolidated financial statements with fair presentation in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, interpretations and the statements of interpretation approved and released by the Financial Supervisory Commission and maintaining the necessary internal control related to preparation of the consolidated financial statements to ensure that the consolidated financial statements were free of material misstatement due to fraud or errors.

130

In preparing the consolidated financial statements, management's responsibility also includes evaluating the ability of Luxe Green Energy Technology Co., Ltd. and its subsidiaries to continue as a going concern, the related disclosures, and the basis of accounting for going concern, unless management intends to liquidate the Group or to cease operations, or there is no practical alternative to liquidation or cessation of operations.

The governance unit (including the Audit Committee) of Luxe Green Energy Technology Co., Ltd. and its subsidiaries assumes the responsibility of overseeing the financial reporting process.

CPA’s responsibility for the audit of the consolidated financial statements

We audited the consolidated financial statements for the purpose of obtaining reasonable assurance about whether the consolidated financial statements were free of material misstatement due to fraud or errors and issuing an audit report. However, an audit performed in accordance with generally accepted auditing standards does not provide assurance that material misstatements in consolidated financial statements can be detected. The misstatements might be due to fraud or errors. If an individual or total amount misstated was reasonably expected to have an impact on the economic decision-making of users of the consolidated financial statements, the misstatements were deemed material.

We conducted our audit in accordance with generally accepted auditing standards and applied our professional judgment and professional skepticism. We also performed the following works:

  • I. Identify and assess the risks of material misstatement of consolidated financial statements, whether due to fraud or error; design and implement appropriate policy responses to those risks; and obtain sufficient and appropriate evidence to form the basis of an opinion. Since fraud may involve collusion, forgery, omission on purpose, fraudulent statements or violation of internal control, we did not find that the risk of misstatements due to fraud was higher than the same due to errors.

  • II. We obtained an understanding of the internal control relevant to our audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of Luxe Green Energy Technology Co., Ltd. and its subsidiaries.

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

  • IV. Based on the evidence obtained, we have reached a conclusion as to the appropriateness of management's adoption of the going concern basis of accounting and whether there is any material uncertainty about events or circumstances that may cast significant doubt about the ability of Luxe Green Energy Technology Co., Ltd. and its subsidiaries to continue as a going concern. If any material uncertainty was deemed to exist in such event or circumstance, we must provide a reminder in the consolidated financial statements for the users to pay attention to the relevant disclosure therein, or amend our audit opinions when such disclosure was inappropriate. Our conclusion was drawn based on the audit evidence acquired as of the date of this audit report. However, future events or circumstances might result in a situation where Luxe Green Energy Technology Co., Ltd. and its subsidiaries would no longer have its ability to function as a going concern.

131

  • V. We evaluated the overall presentation, structure, and contents of the consolidated financial statements (including relevant notes), and whether the consolidated financial statements presented relevant transactions and events fairly.

  • VI. We acquired sufficient and appropriate audit evidence with respect to the entities comprising Luxe Green Energy Technology Co., Ltd. and its subsidiaries to provide opinions regarding the consolidated financial statements. We were responsible for instruction, supervision and implementation of the audit cases, as well as formation of the audit opinions on Luxe Green Energy Technology Co., Ltd. and its subsidiaries.

The matters for which we communicated with the governance unit include the planned audit scope and time, and major audit findings (including the significant deficiencies of internal control identified during the audit.)

We also provided a declaration of independence to the governance unit, which assured that we complied with the requirements related to independence in the Norms of Professional Ethics for Certified Public Accountants, and communicated all relationships and other matters (including relevant protective measures), which we considered to be likely to cause an impact on the independence of CPAs, to the governance unit.

We determined the key audit matters to be audited in the FY2022 consolidated financial statements of Luxe Green Energy Technology Co., Ltd. and its subsidiaries based on the matters communicated with the governance unit. Unless public disclosure of certain matters was prohibited by related laws or regulations or if, in very exceptional circumstances, we determined not to cover such matters in the audit report, as we could reasonably expect that the negative impact of the coverage was greater than the public interest brought thereby, we specified such matters in the audit report.

Baker Tilly Clock & Co

CPA:

Yin-Lai Chou

CPA:

Chia-Yu Lai

Approval No.: (1991) Tai-Tsai-Cheng (6) No. 53585

Jin-Guan-Zheng-Shen-Zi No. 1050043092

February 21, 2023

132

Luxe Green Energy Technology Co., Ltd. and its subsidiaries

(Originally: Luxe Electric Co., Ltd)

Consolidated Balance Sheet

December 31, 2022 and 2021

Unit: NT$‘000 Unit: NT$‘000
Assets Notes December 31, 2022 December 31, 2021
Code AccountingItem Amount % Amount %
11xx
1100
1110
1136
1140
1150
1170
1180
1200
1210
1220
1310
1410
1470
11xx
15xx
1517
1535
1550
1600
1755
1780
1840
1915
1920
1930
1990
15xx
1xxx
Current assets
Cash
Financial assets measured at fair
value through profit or loss - current
Financial assets measured at amor-
tized cost - current
Contract assets - current
Notes receivable
Accounts receivable
Accounts receivable - related parties
Other receivables
Other receivables - related parties
Income tax assets in current period
Inventories
Prepayment
Other current assets
Total current assets
Non-current assets
Financial assets at fair value through
other comprehensive income or loss
- non-current
Financial assets measured at amor-
tized cost - non-current
Investments recognized under the
equity method
Property, plant and equipment
Right-of-use assets
Intangible assets
Deferred income tax assets
Prepayment for equipment purchase
Refundable deposit
Long-term notes and accounts re-
ceivable
Other non-current assets
Total non-current assets
Total assets
6(1)
6(2)
6(28)
6(4)
6(20), 7
6(5)
6(5)
6(5), 7
7
6(25)
6(6)
6(11)
6(12)
6(3),
6(28)
6(4)
6(7)
6(8)
6(9)
6(10)
6(25)
6(11)
6(13)
$ 450,322
68,723
106,298
68,278
1,310
61,527
5,060
2,099
17,917
46
155,415
35,165
44,242
15
2
4
2

2


1

5
1
2
$ 639,204
19,490
46,025
22,032
7,256
18,326
172,434
493
12,699
1,306
24,041
2,679
21,266
25
1
2
1

1
7



1

1
1,016,402 34 987,251 39
25,278
103,816
1,415
701,749
126,517
27,268
1,142
757,706
29,844
207,991
1
3

24
4
1

25
1
7

121,424

604,868
125,741
27,796
1,234
419,614
48,918
207,991
2,209

5

24
5
1

16
2
8
1,982,726 66 1,559,795 61
$ 2,999,128 100 $ 2,547,046 100

(The attached notes are part of the consolidated financial statements)

133

Luxe Green Energy Technology Co., Ltd. and its subsidiaries

(Originally: Luxe Electric Co., Ltd)

Consolidated Balance Sheet (continued)

December 31, 2022 and 2021

Unit: NT$‘000 Unit: NT$‘000
Liabilities and Equity Notes December 31, 2022 December 31, 2021
Code AccountingItem Amount % Amount %
21xx
2100
2130
2150
2160
2170
2180
2219
2220
2230
2250
2280
2322
2399
21xx
25xx
2540
2550
2570
2580
2645
25xx
2xxx
31xx
3110
3200
3300
3310
3320
3350
3400
31xx
36xx
3xxx
Current liabilities
short-term borrowings
Contract liabilities - current
Notes payable
Notes payable - related parties
Accounts payable
Accounts payable - related parties
Other payables
Other payables - related parties
Income tax liabilities in current pe-
riod
Liability reserve - current
Lease liabilities - current
Long-term borrowings maturing
within one year
Other current liabilities
Total current liabilities
Non-current liabilities
Long-term borrowings
Liability reserve - non-current
Deferred income tax liabilities
Lease liabilities - non-current
Deposit received
Total non-current liabilities
Total liabilities
Attributable to the shareholder’s equity
of the parent company
Common share capital
Capital reserve
Retained earnings
Legal reserve
Special reserve
Undistributed earnings
Other equity
Total equity attributable to parent
company shareholders
Non-controlling equity
Total equity
Total Liabilities and Equity
6(14)
6(20)
6(16)
6(16), 7
6(16)
6(16), 7
7
6(25)
6(9)
6(15)
6(15)
6(25)
6(9)

6(18)
$ 240,640
6,402
1,923
104
79,158
20,382
21,678
19,431
8,940
618
8,646
47,081
470
8



3
1
1
1



2
$ 149,709
396
331

15,519
103,852
19,732
95,274
3,070
133
7,045
43,795
445
6




4
1
4



2
455,473 16 439,301 17
699,303
2,151
62
120,960
946
23


4
336,025
4,175
134
120,613
117
13


5
823,422 27 461,064 18
1,278,895 43 900,365 35
1,454,858
133,054
25,948
13
46,341
(194)
48
4
1

2
1,359,680
133,054
14,726

134,867
(13)
54
5
1

5
1,660,020 55 1,642,314 65
60,213 2 4,367
1,720,233 57 1,646,681 65
$ 2,999,128 100 $ 2,547,046 100

(The attached notes are part of the consolidated financial statements)

Chairman: Chen Chien-JenPresident: Chen Lien-TsungChief Accounting Officer: Chien Shih-Chang

134

Luxe Green Energy Technology Co., Ltd. and its subsidiaries (Originally: Luxe Electric Co., Ltd)

Consolidated Statement of Comprehensive Income

January 1 to December 31, 2022 and 2021

Unit: NT$‘000 Unit: NT$‘000
Code Item Notes FY2022 FY2021
Amount % Amount %
4100
5000
5900
6000
6100
6200
6300
6450
6000
6900
7000
7100
7010
7020
7050
7055
7060
7000
7900
7950
8200
8300
8310
8316
8360
8361
8399
8500
8600
8610
8620
8700
8710
8720
9750
9850
Net operating revenue
Operating costs
Operating gross profit
Operating expenses
Marketing expense
Administrative expense
R&D expense
Profit from reversal of expected credit
impairment
Total operating expense
Net operating profit
Non-operating revenue and expenses
Interest income
Other revenue
Other profits and losses
Financial cost
Loss from expected credit impairment
Share of profit/loss of subsidiaries rec-
ognized under the equity method
Total non-operating revenue and ex-
pense
Net profit before tax
Income tax expense
in current period
Other comprehensive income
Items not reclassified to profit or loss
Unrealized valuation loss on invest-
ments in equity instruments measured at
fair value through other comprehensive
income
Items able to be reclassified as profit or
loss in the future
Exchange difference from conversion of
financial statements of foreign opera-
tions
Income tax related to items potentially
being reclassified
Total current comprehensive income or
loss
Net profit attributable to:
Parent company shareholders
Non-controlling equity
Total
Total comprehensive income attributable
to:
Parent company shareholders
Non-controlling equity
Total
Earnings per share (NTD)
Basic
Diluted
6(20)
6(21)
6(25)
6(19)
$ 281,520
(161,798)
100
(57)
$ 324,446
(175,257)
100
(54)
119,722 43 149,189 46
(10,151)
(31,827)
(2,752)
(4)
(11)
(1)
(7,130)
(31,481)
(3,890)
191
(2)
(10)
(1)
(44,730) (16) (42,310) (13)
74,992 27 106,879 33
1,237
2,220
(10,855)
(11,077)
(259)
1


(4)
(4)

524
12,449
7,068
(10,208)


4
2
(3)

(18,733) (8) 9,833 3
56,259
(9,825)
19
(3)
116,712
(3,929)
36
(1)
46,434 16 112,783 35
(370)
26



(26)


$ 46,090 16 $ 112,757 35
$ 45,080
1,354
16
$ 112,220
563
35
$ 46,434 16 $ 112,783 35
$ 44,899
1,191
16
$ 112,207
550
35
$ 46,090 16 $ 112,757 35
$ 0.31
$ 0.31
$ 0.94
$ 0.94

(The attached notes are part of the consolidated financial statements)

Chairman: Chen Chien-JenPresident: Chen Lien-TsungChief Accounting Officer: Chien Shih-Chang

135

Luxe Green Energy Technology Co., Ltd. and its subsidiaries

(Originally: Luxe Electric Co., Ltd)

Consolidated Statement of Changes in Equity

January 1 to December 31, 2022 and 2021

Unit: NT$ ‘000

Unit: NT$‘00
Code Item Common share
capital
Attribut abletothe sharehold er’s equity of the parentcompany Total Non-controlling eq-
uity
Total equity
Capital reserve Retained earnings Otherequityitems
Legal reserve Special reserve Undistributed earn-
ings
Exchange differ-
ence from conver-
sion of financial
statements of for-
eignoperations
Unrealized valuation
loss on financial assets
measured at fair value
through other compre-
hensiveincome
Z1
B1
B5
D1
D3
D5
E1
O1
Z1
B1
B3
B5
B9
D1
D3
D5
M3
M5
Z1
Balance as of January 1, 2021
Provision for legal reserve
Cash dividend for shareholders
in current period
Other comprehensive income in
current period
Total current comprehensive in-
come or loss
Follow-on offering
Non-controlling equity
Balance on December 31, 2021
Provision for legal reserve
Provision for special reserve
Cash dividend for shareholders
Common stock dividends
in current period
Other comprehensive income in
current period
Total current comprehensive in-
come or loss
Disposal of subsidiaries
Acquisition of subsidiaries
Balance as of December 31,
2022
$ 959,680



$ 29,054



$ 8,518
6,208


$ -



$ 76,839
(6,208)
(47,984)
112,220
$ -



(13)
$ -



$ 1,074,091

(47,984)
112,220
(13)
$ -


563
(13)
$ 1,074,091

(47,984)
112,783
(26)
112,220 (13) 112,207 550 112,757
400,000
104,000





504,000

3,817
504,000
3,817
1,359,680 133,054 14,726 134,867 (13) 1,642,314 4,367 1,646,681



95,178






11,222





13



(11,222)
(13)
(27,193)
(95,178)
45,080





13





(194)


(27,193)

45,080
(181)




1,354
(163)


(27,193)

46,434
(344)
45,080 13 (194) 44,899 1,191 46,090








(1,201)
55,856
(1,201)
55,856
$ 1,454,858 $ 133,054 $ 25,948 $ 13 $ 46,341 $ - $ (194) $ 1,660,020 $ 60,213 $ 1,720,233

(The attached notes are part of the consolidated financial statements)

Chairman: Chen Chien-JenPresident: Chen Lien-TsungChief Accounting Officer: Chien Shih-Chang

136

Luxe Green Energy Technology Co., Ltd. and its subsidiaries

(Originally: Luxe Electric Co., Ltd)

Consolidated Statement of Cash Flow

January 1 to December 31, 2022 and 2021

Unit: NT$‘000
FY2021
$ 116,712
46,201
2,294
(191)
(7,832)
10,208
(524)
(587)

346
189

(90)
88,542
58,949
94,480
(172,434)
596
(12,440)
(6,058)
1,856
(19,900)
19
331

(56,174)
103,818
6,887

(722)
29
254,505
493
587
(15,145)
(1,367)
239,073
Code Item FY2022 FY2021
AAAA
A10000
A20010
A20100
A20200
A20300
A20400
A20900
A21200
A21300
A22300
A22500
A23500
A23100
A29900
A30000
A31125
A31130
A31150
A31160
A31180
A31190
A31200
A31230
A31240
A32125
A32130
A32140
A32150
A32160
A32180
A32190
A32200
A32230
A33000
A33100
A33200
A33300
A33500
AAAA
Cash flow from operating activities
Pre-tax net profit in current period
Income and expense items:
Depreciation expense
Amortization expense
Loss (profit) from expected credit impairment
Net loss (gain) on financial assets
at fair value through profit or loss
Financial cost
Interest income
Dividend income
Share of interests of subsidiaries recognized un-
der the equity method
Loss from disposal of property, plant, and equip-
ment
Financial assets impairment loss
Disposal of investment interests
Profit from lease changes
Net change in operating assets and liabilities
Contract assets
Notes receivable
Accounts receivable
Accounts receivable - related parties
Other receivables
Other receivables - related parties
Inventory
Prepayment
Other current assets
Contract liabilities
Notes payable
Notes payable - related parties
Accounts payable
Accounts payable - related parties
Other payables
Other payables - related parties
Liability reserve
Other current liabilities
Cash inflow (outflow) from operations
Interest received
Dividend received
Interest paid
Income tax paid
Net cash inflow (outflow) from operating activities
$ 56,259
51,831
2,295
259
8,040
11,077
(1,237)
(622)
(1)
307

(250)
(12)
(39,233)
5,946
(37,712)
167,374
(1,922)
(5,218)
(131,374)
(25,246)
(27,369)
6,006
(471)
104
60,500
(83,470)
563
(75,843)
(1,539)
(293)
$ 116,712
46,201
2,294
(191)
(7,832)
10,208
(524)
(587)

346
189

(90)
88,542
58,949
94,480
(172,434)
596
(12,440)
(6,058)
1,856
(19,900)
19
331

(56,174)
103,818
6,887

(722)
29
(61,251)
1,294
622
(10,485)
(3,195)
254,505
493
587
(15,145)
(1,367)
(73,015) 239,073

(Continued on next page)

137

Luxe Green Energy Technology Co., Ltd. and its subsidiaries

(Originally: Luxe Electric Co., Ltd)

Consolidated Statement of Cash Flow (continued)

January 1 to December 31, 2022 and 2021

Unit: NT$‘000
FY2021
$ -

21,340
(78,775)
95,601
1,427

(12,754)
355
(58,589)
20,174


(317,181)
(328,402)
30,000
122,858
(35,583)

(400)
(6,893)
(47,984)
504,000
2,450
568,448
(26)
479,093
160,111
$ 639,204
Code Item FY2022 FY2021
BBBB
B00010
B00100
B00200
B00040
B00050
B02200
B02300
B02700
B02800
B03700
B03800
B04500
B06700
B07100
BBBB
CCCC
C00100
C01600
C01700
C03000
C03100
C04020
C04500
C04600
C05800
CCCC
DDDD
EEEE
E00100
E00200
Cash flow from investing activities
Acquisition of financial assets measured at fair value
through other comprehensive income
Acquisition of financial assets at fair value through
profit or loss
Disposal of financial assets measured at fair value
through profit or loss
Acquisition of financial assets measured at amor-
tized cost
Disposal of financial assets measured at amortized
cost
Acquisition of subsidiaries
Disposal of subsidiaries
Acquisition of property, plant, and equipment
Disposal of property, plant, and equipment
Increase in refundable deposit
Decrease in refundable deposit
Acquisition of intangible assets
Increase of other non-current assets
Increase in prepayment for equipment
Net cash outflow from investing activities
Cash flow from financing activities
Increase in short-term borrowings
Borrowing of long-term borrowings
Repayment of long-term borrowings
Increase in deposit received
Decrease in deposits received
Repayment of principal for lease liabilities
Allocation of cash dividends
Follow-on offering
Changes in non-controlling equity
Net cash inflows from financing activities
Effect of changes in exchange rate on cash
(Decrease) increase in cash and cash equivalents for the
period
Cash balance at beginning of period
Cashbalance at ending ofperiod

$ (13,300)
(57,273)

(36,367)

15,603
(1,146)
(33,327)
45

27,943
(1,767)
2,209
(443,118)
$ -

21,340
(78,775)
95,601
1,427

(12,754)
355
(58,589)
20,174


(317,181)
(540,498) (328,402)
90,931
583,783
(217,219)
829

(8,180)
(27,193)

1,459
30,000
122,858
(35,583)

(400)
(6,893)
(47,984)
504,000
2,450
424,410 568,448
221 (26)

(188,882)
639,204
479,093
160,111
$ 450,322 $ 639,204

(The attached notes are part of the consolidated financial statements)

Chairman: Chen Chien-JenPresident: Chen Lien-TsungChief Accounting Officer: Chien Shih-Chang

138

Luxe Green Energy Technology Co., Ltd. and its subsidiaries (Originally: Luxe Electric Co., Ltd)

Notes to the Consolidated Financial Statements

December 31, 2022 and 2021

(Amounts in NT$’000 unless otherwise specified)

I. Corporate history

Luxe Green Energy Technology Co., Ltd.(Originally: Luxe Electric Co., Ltd), hereinafter referred to as the "Company", was established on April 22, 1978, and is engaged in the design, manufacture, installation and sale of high and low voltage distribution panels, various electrical and electronic equipment (including transformers), and various electrical and photovoltaic plant engineering contracts.

The Company’s stock was listed for trading on the Taiwan Stock Exchange on September 11, 2000.

The consolidated financial statements are presented with the functional currency (NTD) of the Company.

II. Date and Procedure for Approval of Financial Statements

This consolidated financial report was issued on February 21, 2023, after being presented to the Board of Directors.

III. Application of Newly Issued and Revised Standards and Interpretations

  • (I) First-time application of International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), Interpretations (IFRIC) and Interpretations (SIC) (hereinafter referred to as "IFRSs")

Endorsed by the Financial Supervisory Commission (hereinafter referred to as "FSC") and issued into effect. The application of the amended IFRSs approved and issued by the FSC has no significant impact on the accounting policies of the Company and the entities controlled by the Company (the "Consolidated Company").

  • (II) IFRSs recognized by the FSC in 2023
FRSs recognized by the FSC in 2023
Newly Announced/Amendments/Revised Standards
and Interpretations
Effective Date of IASB
Pronouncements
Amendments to IAS 1, "Disclosure of Accounting
Policies"
Amendments to IAS 8, "Definition of Accounting Es-
timates"
Amendments to IAS 12, "Deferred Tax Related to As-
sets and Liabilities Arising from a Single Transac-
tion".
January 1, 2023 (Note 1)
January 1, 2023 (Note 2)
January 1, 2023 (Note 3)
  • Note 1: The application of this amendment is applicable to deferments for annual reporting periods beginning after January 1, 2023.

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

  • Note 3: The amendment applies to transactions occurring after January 1, 2022, except for the recognition of deferred income taxes on temporary differences for lease and ex-service obligations as of January 1, 2022.

139

As of the date of adoption of this consolidated financial report, the Consolidated Company is continuing to evaluate the impact of the above amendments on its financial position and financial performance of the Consolidated Company. The related impacts will be disclosed upon completion of the evaluation.

  • (III) IFRSs issued by the IASB but not yet endorsed by the FSC and therefore not yet effective

Newly Announced/Amendments/Revised Standards Effective Date of IASB and Interpretations Pronouncements (Note 1) Amendments to IFRS 10 and IAS 28 "Sale or ContriNot yet determined bution of Assets between an Investor and its Associate or Joint Venture" Amendments to IFRS 16 "Lease Liabilities in Sale January 1, 2024 (Note 2) and Leaseback Transactions". IFRS 17 "Insurance Contracts" January 1, 2023 Amendments to IFRS 17 January 1, 2023 Amendments to IFRS 17 "Initial Application of IFRS January 1, 2023 17 and IFRS 9 - Comparative Information" Amendments to IAS 1, "Classification of Liabilities as January 1, 2024 Current or Non-current". Amendments to IAS 1, “Non-current Liabilities with January 1, 2024 Contractual Terms".

  • Note 1: Unless otherwise specified, the above new/amended/revised standards or interpretations are effective for annual periods beginning after the respective dates.

  • Note 2: The seller and lessee shall apply the amendments to IFRS 16 retroactively to sale-and-leaseback transactions entered into after the date of initial application of IFRS 16.

As of the date of adoption of this consolidated financial report, the Consolidated Company is continuing to evaluate the impact of the above amendments on its financial position and financial performance of the Consolidated Company. The related impacts will be disclosed upon completion of the evaluation.

IV. Summary of Significant Accounting Policies

  • (I) Statement of Compliance

The consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRSs approved and issued by the FSC.

  • (II) Basis of Preparation

The consolidated financial statements have been prepared on the historical cost basis, except for financial instruments carried at fair value.

Fair value measurements are classified into Level 1 to Level 3 based on the degree of observability and significance of the relevant inputs:

  1. Level 1 inputs: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

  2. Level 2 inputs: Inputs other than those quoted in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices).

  3. Level 3 inputs: Unobservable inputs for assets or liabilities.

  4. (III) Criteria for distinguishing current and non-current assets and liabilities

140

Current assets include:

  1. Assets held primarily for trading purposes;

  2. Assets expected to be realized within 12 months after the balance sheet date; and

  3. Cash (excluding those restricted for exchange or settlement of liabilities more than 12 months after the balance sheet date).

Current liabilities include:

  1. Liabilities held primarily for trading purposes;

  2. Liabilities due for settlement within 12 months of the balance sheet date, and

  3. liabilities for which the maturity date cannot be unconditionally extended to at least 12 months after the balance sheet date.

Liabilities that are not current assets or current liabilities are classified as noncurrent assets or noncurrent liabilities.

The Consolidated Company engages in construction projects with a business cycle longer than one year. Therefore, assets and liabilities related to construction projects are classified as current or noncurrent based on the normal business cycle.

  • (IV) Basis of Consolidation

  • Principles Governing the Preparation of Consolidated Financial Statements

The entity that prepares the consolidated financial statements consists of the Company and entities controlled by the Company (i.e., subsidiaries). The Company controls an investee when it is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee.

The financial statements of the subsidiaries are included in the consolidated financial statements from the date control over them is acquired until the date control is lost. Intercompany transactions, balances and any unrealized gains and losses are eliminated upon the preparation of the consolidated financial statements. The total consolidated profit or loss of subsidiaries is attributed to the Company's owners and noncontrolling interests, respectively, even if the noncontrolling interests become a loss balance as a result.

The financial statements of subsidiaries have been appropriately adjusted to conform to the accounting policies used by the Consolidated Company.

Changes in the Consolidated Company's ownership interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions.

141

2. Subsidiaries Included in Consolidated Financial Statements

The subsidiaries included in this consolidated financial report consist of:

Name of the invest-
ment company
Investee company
name
Nature of business Percentage of shareholding (%) Percentage of shareholding (%)
December 31,
2022
December 31,
2021
Description
The Company

The Company

The Company

The Company

The Company

The Company

The Company

Chin Lai Interna-
tional Development
Co., Ltd.
Le Hua Investment
Co., Ltd.

Luxe Solar Energy
Co., Ltd.

Sen-Hsin Energy Co.,
Ltd.

Chin Lai International
Development Co., Ltd.

Wan Chuan Construc-
tion Co., Ltd.

Kai Shih Energy Co.,
Ltd.

Joy Ribbon Limited

Qun Li Energy Co.,
Ltd.
Investment
Energy Technical Ser-
vices
Energy Technical Ser-
vices
Energy Technical Ser-
vices
Comprehensive Con-
struction Activities
Energy Technical Ser-
vices
International Trade in
Energy Products
Energy Technical Ser-
vices
100
100
100
100
52.5
51

100
100
100
100
100

Note 4
51
Notes 1 and
3
51
Notes 2 and
3
100

Note 1: Kai Shih Energy Co., Ltd. was established in September, 2021. Note 2: The Company subscribed to the follow-on offering of Joy Ribbon Limited for its cash capital increase in October 2021. Note 3: On April 22, 2022, the Board of Directors resolved to dispose of all the shares of Joy Ribbon Limited and Kai Shih Energy Co., Ltd. for the original invested amount in order to focus on the core business of the Company. Among them, the Company’s shareholdings of Joy Ribbon Limited was disposed of in May 2022. Note 4: On November 28, 2022, the Company subscribed to the follow-on offering of Wan Chuan Construction Co., Ltd.

3. Subsidiaries Not Included in Consolidated Financial Statements: None.

  • (V) Foreign Currency

The individual financial statements of each entity of the Consolidated Company are presented in the currency of the primary economic environment in which the entity operates (functional currency). In preparing the consolidated financial statements, the results of operations and financial position of each consolidated entity are translated into New Taiwan dollars (the Company's functional currency and the presentation currency of the consolidated financial statements).

In preparing the financial statements of each consolidated entity, transactions in currencies other than the functional currency of that entity (foreign currencies) are recognized at the exchange rates prevailing on the dates of transactions. At the end of the reporting period, items denominated in foreign currencies are retranslated at the exchange rates prevailing on that date, and the resulting exchange differences are recognized in profit or loss in the year in which they occur. Non-monetary items denominated in foreign currencies that are measured at fair value are translated at the exchange rates prevailing on the date when the fair value was determined, and the resulting exchange differences are recognized in profit or loss in the current year, apart from those arising from changes in fair value that are recognized in other comprehensive income. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

During preparation of the consolidated financial statements, the assets and liabilities of the Company's foreign operations are translated into NTD at the exchange rate On the end date of the reporting period. Income and expense items are translated at average exchange rates for the period, with the resulting exchange differences recorded in other comprehensive income and accumulated in the financial statements of foreign operating companies under equity and appropriately allocated to noncontrolling interests.

142

(VI) Inventory

Inventories consist of raw materials, finished goods and work-in-process. Inventories are measured at the lower of cost or net realizable value. Comparisons between cost and net realizable value are made on an item-by-item basis, except for inventories of the same type. Net realizable value is the estimated selling price under normal circumstances less estimated costs to complete and estimated costs to complete the sale. The cost of inventories is calculated using the weighted-average cost (WAC) method.

(VII)Investment in Affiliated Companies

The Consolidated Company applies the equity method to its investment in affiliated companies. Under the equity method, investments in affiliated companies are initially recognized at cost, and the carrying amount of the investment after acquisition increases or decreases in accordance with the Consolidated Company's share of profits or losses of the affiliated companies and other comprehensive income or loss and profit distribution. In addition, changes in equity in affiliated companies are recognized on a proportional basis to shareholdings. If the Consolidated Company does not subscribe for new shares issued by an affiliated company in proportion to its shareholding, resulting in a change in its shareholding and a resulting increase or decrease in the net equity of the investment, the increase or decrease is adjusted to capital reserve- changes in the net equity of the related company recognized under the equity method and the investment accounted for under the equity method. If the balance of capital reserve from investments accounted for using the equity method is not sufficient, the difference is debited to retained earnings.

(VIII) Property, Plant, and Equipment

The property, plant, and equipment are recognized on the basis of the cost and subsequently measured based on the cost net of accumulated depreciations and accumulated impairment losses.

Except for land owned by the Consolidated Company, which is not depreciated, property, plant and equipment are depreciated separately over their useful lives on a straight-line basis for each significant component. The Consolidated Company reviews the estimated useful lives, residual values and depreciation methods at least at the end of each year and defers the effect of changes in applicable accounting estimates.

When property, plant and equipment are derecognized, the difference between the net disposal price and the carrying amount of the assets is recognized in profit or loss.

(IX) Intangible Assets

1. Individually acquired

Individually acquired intangible assets with finite useful lives are initially measured at cost and subsequently measured at cost less accumulated amortization and accumulated impairment losses. Intangible assets are amortized on a straight-line basis over their useful lives. The Consolidated Company reviews the estimated useful lives, residual values and amortization methods at least at each year-end and defers the effect of changes in applicable accounting estimates.

  1. Acquired through business combination

Intangible assets acquired in a business combination are recognized at fair value at the date of acquisition and separately from goodwill, and are subsequently measured in the same manner as intangible assets acquired separately.

  1. Derecognition

143

When an intangible asset is derecognized, the difference between the net disposal price and the carrying amount of the asset is recognized in profit or loss for the current period.

  • (X) Impairment of Property, Plant and Equipment, Right-of-Use Assets and Intangible assets

The Consolidated Company assesses at each balance sheet date whether there is any indication that property, plant and equipment, and right-of-use assets may be impaired. If there is any of such signs, the recoverable amount of the assets is estimated. If the recoverable amount of an individual asset cannot be estimated, the Consolidated Company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

The recoverable amount is the higher of fair value less costs to sell and value in use. If the recoverable amount of an asset or cash-generating unit is less than its carrying amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount, and the impairment loss is recognized in profit or loss.

When the impairment loss is subsequently reversed, the carrying amount of the asset or cash-generating unit is increased to the revised recoverable amount, provided that the increased carrying amount does not exceed the carrying amount (net of depreciation) that would have been determined had the impairment loss not been recognized in prior years. Reversals of impairment losses recognized in profit or loss.

  • (XI) Financial Instruments

Financial assets and financial liabilities are recognized in the consolidated balance sheet when the Consolidated Company becomes a party to the contractual provisions of the instrument.

For initial recognition of the financial assets and financial liabilities, when the financial assets or financial liabilities are not measured at fair value through profit and loss, they are measured at the fair value plus any transaction cost directly attributable to the acquisition or issuance of the financial assets or financial liabilities. Transaction costs directly attributable to the acquisition or issuance of financial assets or financial liabilities at fair value through profit or loss are recognized immediately in profit or loss.

1. Financial Assets

Regular transactions of financial assets are recognized and derecognized using trade date accounting.

  • (1) Types of measurements

The types of financial assets held by the Consolidated Company are financial assets measured at fair value through profit or loss and financial assets measured at amortized cost.

A.Financial assets at fair value through profit or loss

Financial assets measured at fair value through profit or loss are measured at fair value with dividends, interest and gains or losses from remeasurements recognized in other gains and losses. Please refer to Note 6(28) for the determination of fair value.

B. Financial assets measured at amortized cost

The Consolidated Company's investment in financial assets is classified as financial assets carried at amortized cost if both of the following conditions are met:

144

  • a. The financial assets are held under an operating model whose objective is to hold financial assets for contractual cash flows; and

  • b. The contractual terms result in cash flows at a specific date, which are solely payments of principal and interest on the principal amount outstanding.

Financial assets carried at amortized cost (including cash, accounts receivable at amortized cost, notes receivable, other receivables, long-term notes and accounts receivable, and refundable deposits) are measured at amortized cost using the effective interest method to determine the total carrying amount less any impairment loss after initial recognition, with any foreign currency exchange gain or loss recognized in profit or loss.

  • C. Investments in equity instruments measured at fair value through other comprehensive income or loss

At initial recognition, the Consolidated Company has an irrevocable option to designate investments in equity instruments that are not held-for-trading and for which contingent consideration is recognized by the non-acquirer of the business combination to be measured at fair value through other comprehensive income.

Investments in equity instruments measured at fair value through other comprehensive income are measured at fair value, with subsequent changes in fair value reported in other comprehensive income and accumulated in other equity. Upon disposal of investments, the accumulated gains and losses are transferred directly to retained earnings and are not reclassified to profit or loss.

Dividends from investments in equity instruments measured at fair value through other comprehensive income or loss are recognized in profit or loss when the rights to receive payments from the Consolidated Company are established, unless the dividends clearly represent a partial recovery of the cost of the investment.

  • (2) Impairment of financial assets and contract assets

The Consolidated Company assesses impairment losses on financial assets (including accounts receivable) and contract assets measured at amortized cost at each balance sheet date based on expected credit losses.

An allowance for impairment is recognized for accounts receivable and contract assets based on the expected credit loss over the life of the asset. Other financial assets are evaluated to determine whether there is a significant increase in credit risk since initial recognition. If there is no significant increase in credit risk, an allowance for loss is recognized based on the expected credit loss over 12 months, and if there is a significant increase in credit risk, an allowance for loss is recognized based on the expected credit loss over the expected lifetime of the asset.

Expected credit losses are the weighted-average credit losses weighted by the risk of default. The 12-month expected credit loss represents the expected credit loss arising from possible defaults within 12 months after the reporting date, while the expected credit loss over the life of the financial instrument represents the expected credit loss arising from all possible defaults during the expected life of the instrument.

145

For internal credit risk management purposes, the Consolidated Company determines, without considering the collaterals held, that a default on a financial asset has occurred under the following circumstances:

  • A. Any internal or external information indicating that it is impossible for a debtor to pay off the debts.

  • B. Debts are overdue for more than 180 days unless there is reasonable and supportable information indicating that a delayed default basis is more appropriate.

The carrying amount of all financial assets is reduced by an allowance account.

  • (3) Derecognition of financial assets

The Consolidated Company derecognizes financial assets only when the contractual rights to the cash flows from the financial assets lapse or when the financial assets have been transferred and substantially all the risks and rewards of ownership of the assets have been transferred to other enterprises.

The difference between the carrying amount of the financial asset and the consideration received is recognized in profit or loss when the financial asset is derecognized as a whole at amortized cost.

  1. Equity instruments

Equity instruments issued by the Consolidated Company are recognized at the acquisition price less direct issuance costs.

  1. Financial liabilities

  2. (1) Subsequent measurement of financial liabilities

All financial liabilities are measured at amortized cost using the effective interest method.

  • (2) Derecognition of financial liabilities

When a financial liability is derecognized, the difference between the carrying amount and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss.

  • (XII)Provision for Liabilities

The amount recognized as a provision is the best estimate of the amount required to settle the obligation at the balance sheet date, taking into account the risks and uncertainties of the obligation.

Warranties

Warranty obligations under construction contracts are recognized in income based on management's best estimate of the expenses required to settle the Consolidated Company's obligations.

(XIII)Revenue Recognition

After the Consolidated Company identifies performance obligations under customer contracts, the transaction price is apportioned to each performance obligation and revenue is recognized when each performance obligation is satisfied.

146

  1. Merchandise sales revenue

Revenue from merchandise sales is derived from the sale of electrical equipment. When the electrical equipment is inspected and delivered to the designated location, the customer has the right to set the price and use the product and has the primary responsibility for reselling it, and assumes the risk of obsolescence of the merchandise. The Consolidated Company recognizes revenue and accounts receivable at that point in time.

2. Construction revenue

The Consolidated Company recognizes revenue using the percentage-of-completion method for construction contracts in which the immovable property is under the control of the customer during the construction process. The Consolidated Company measures the percentage of completion based on actual construction progress. The Consolidated Company recognizes contract assets over time during the construction process and reclassifies them as accounts receivable upon billing. If the amount received exceeds the amount of revenue recognized, the difference is recognized as a contract liability.

  1. Electricity sales revenue

Revenues from electricity sales are based on the actual kilowatt hours generated and the rates agreed with Taiwan Power Company.

4. Service revenue

The service revenue comes from the subcontracting services of power plant works. Since the performance obligation and risk related to the power plant works have been transferred to the subcontractors, the Group provides subcontracting services as an agent and recognizes the revenue based on the actual progress of the works carried out by the subcontractors.

(XIV) Leases

The Consolidated Company assesses whether a contract is (or contains) a lease at the inception date of the contract.

For contracts with lease and non-lease components, the Consolidated Company apportions the consideration in the contracts on the basis of separate prices and treats them separately.

  1. Where the Consolidated Company is the lessor

Leases are classified as finance leases when the terms of the lease transfer substantially all the risks and rewards incidental to ownership of the asset to the lessee. All other leases are classified as operating leases.

Under operating leases, lease payments, net of lease incentives, are recognized as income on a straight-line basis over the term of the relevant lease. The original direct cost incurred to acquire an operating lease is added to the carrying amount of the underlying asset and recognized as an expense over the lease term on a straight-line basis.

  1. Where the Consolidated Company is the lessee

Right-of-use assets and lease liabilities are recognized at the lease commencement date for all leases except for leases of low-value subject assets to which recognition exemptions apply and short-term leases where lease payments are recognized as an expense on a straight-line basis over the lease term.

147

Right-of-use assets are measured initially at cost (including the original measurement of the lease liability, lease payments made prior to the lease commencement date less lease incentives received, original direct cost and estimated cost of restoration of the subject asset) and subsequently measured at cost less accumulated depreciation and accumulated impairment losses, with adjustments for remeasurement of the lease liability. Right-of-use assets are presented separately in the consolidated balance sheet.

Right-of-use assets are depreciated on a straight-line basis from the lease commencement date to the earlier of the end of the useful life or the end of the lease term.

Lease liabilities are measured initially at the present value of the lease payments. If the interest rate implied by the lease is readily determinable, lease payments are discounted using that rate. If the interest rate is not readily determinable, the lessee's incremental borrowing rate is used.

Subsequently, lease liabilities are measured at amortized cost using the effective interest method, and interest expense is allocated over the lease term. Lease liabilities are presented separately in the consolidated balance sheet.

Rentals under leases that do not depend on changes in indices or rates are recognized as expenses in the period in which they are incurred.

(XV)Borrowing Costs

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

Investment income earned on specific borrowings that are temporarily invested prior to the incurrence of qualifying capital expenditures is deducted from the cost of borrowings eligible for capitalization.

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

  • (XVI) Employee Benefits

  • Short-term employee benefits

Short-term employee benefit-related liabilities are measured at the non-discounted amount expected to be paid in exchange for employee services.

  1. Postemployment benefits

Defined contribution pension plan benefits are recognized as an expense over the period of service rendered by employees.

(XVII) Income tax

Income tax expense is the sum of current income tax and deferred income tax.

  1. Current income tax

The Consolidated Company determines the current income (loss) based on the regulations of each jurisdiction in which the Consolidated Company files income tax returns and calculates the amount of income tax payable (recoverable).

Income tax on undistributed earnings is recognized in the year when the shareholders' meeting is held.

Adjustments to prior years' income tax payable are included in the current period's income tax.

148

2. Deferred income tax

Deferred income tax is calculated on temporary differences between the carrying amounts of assets and liabilities and the tax bases used to compute taxable income.

Deferred income tax liabilities are generally recognized for all taxable temporary differences, while deferred income tax assets are recognized to the extent that it is probable that taxable profit will be available against which the temporary differences or loss carryforwards can be utilized.

The carrying amount of deferred income tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient tax assets will be available to allow recovery of all or part of the asset. Deferred income tax assets are reviewed at each balance sheet date and the carrying amount is increased to the extent that it is more likely than not that sufficient tax assets will be available to allow recovery of all or part of the assets.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the liability is settled or the asset is realized, based on tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date. The measurement of deferred tax liabilities and assets reflects the tax consequences of the manner in which the Consolidated Company expects to recover or settle the carrying amounts of its assets and liabilities at the balance sheet date.

3. Current and deferred income taxes

Current and deferred income taxes are recognized in profit or loss.

V. Significant Accounting Judgments, Estimates and Key Sources of Assumption Uncertainty

In applying accounting policies, the Consolidated Company's management is required to make judgments, estimates and assumptions that are based on historical experience and other relevant factors when the information is not readily available from other sources. Actual results may differ from those estimates.

Management reviews estimates and underlying assumptions on an ongoing basis. Revisions to estimates are recognized in the period in which they are made if they affect only the current period, or in the period in which they are made if they affect both the current and future periods.

Key sources of estimation and assumption uncertainty:

  • Long term project payment receivables involving any unsettled litigation

As of December 31, 2022 and 2021, the Consolidated Company had uncollected long-term construction receivables of NT$207,991 thousand (net of allowance for losses of NT$178,575 thousand and estimated overdue penalties) in prior years. Due to the pending litigation with Taiwan Power Company, the recovery of the contract amount is subject to future court decisions. If the outcome of a future court judgment differs materially from the estimated amount of the impairment loss, the amount of the difference is recognized in profit or loss in the year of the judgment.

149

VI. Description of Significant Accounting Items

(I) Cash and cash equivalents

ption of Significant Accounting Items
ash and cash equivalents
December 31,2022
Cash on hand
$ 179
Bank deposits
445,143
Time deposits
5,000
Total
$ 450,322
inancial assets at fair value through profit or loss
December 31,2022
Financial assets - current
Non-derivative financial assets
Domestic TWSE (TPEx) listed
stocks
$ 68,723
December 31,2021
$ 219
638,985
$ 639,204
December 31,2021
$ 19,490

(II) Financial assets at fair value through profit or loss

(III) Financial assets at fair value through other comprehensive income or loss - non-current


ent
Unlisted stocks December 31,2022
$ 25,278
December 31,2021
$ -

The Consolidated Company invests in Castle Applied Inc. for medium- and longterm strategic purposes and expects to make profits from the long-term investment. It is designated as measured at fair value through other comprehensive income. The Consolidated Company's financial assets at fair value through other comprehensive income were not pledged as collateral.

(IV) Financial assets measured at amortized cost

Current
Domestic investments
Time deposits with original ma-
turity of more than 3 months
Non-current
Domestic investments
Time deposits with original ma-
turity of more than 3 months
Reserveaccount
Total
December 31,2022
$ 106,298
$ 80,711
23,105
$ 103,816
December 31,2021
$ 46,025
$ 85,530
35,894
$ 121,424

As of December 31, 2022 and 2021, the interest rate range of the time deposit with an initial maturity date over 3 months was 0.34% to 1.44% and 0.06 % to 1.09 % , respectively.

For information on pledges of financial assets measured at amortized cost, see Note 8.

150

  • (V) Notes receivable, accounts receivable and overdue receivables.
December 31,2022
Notes receivable
Measured at post-amortized cost
$ 1,310
December 31,2022
Accounts receivable-related parties
Measured at post-amortized cost
Total carrying amount
$ 66,626
Less: Allowance for losses
(39)
Total
$ 66,587
Overdue receivables
Due to business operations
$ 10,552
Less: Allowance for losses
(10,552)
Total
$ -
December 31,2021
$ 7,256
December 31,2021
$ 190,799
(39)

Measured at post-amortized cost
Total carrying amount
Less: Allowance for losses
Total
Overdue receivables
Due to business operations
Less: Allowance for losses
Total
$ 190,760
$ 10,552
(10,552)
$ -
  1. The average credit period for merchandise sales ranges from 30 to 180 days, and accounts receivable are non-interest-bearing. The Consolidated Company's policy is to deal only with creditworthy customers. The Consolidated Company recognizes an allowance for losses on accounts receivable on the basis of expected credit losses over the life of the receivable. The expected credit losses for the duration of the period are calculated using an allowance matrix, which takes into account the customer's past default history and current financial condition and industry outlook. Because the Consolidated Company's credit loss history shows that there is no significant difference in loss patterns among different customer groups, the allowance matrix does not further differentiate between customer groups and only uses the number of days of aging on the accounts receivable establishment date to determine the expected credit impairment rate.

If there is evidence that the counter-party is in serious financial difficulty and the Consolidated Company cannot reasonably expect to recover the amount, for example, if the counter-party is in liquidation or the debt has been outstanding for more than 720 days, the Consolidated Company reclassifies the amount as an overdue receivable and recognizes an allowance for loss, but continues its collection activities and recognizes the amount recovered in profit or loss.

151

  1. The Company measures the allowance for losses on notes and accounts receivable based on the allowance matrix as follows:
Loss from ex-
pected credit
impairment
Total carrying
amount
Allowance for
losses (ex-
pected credit
losses over the
life of the
Company)
Cost after
amortization
Loss from ex-
pected credit
impairment
Total carrying
amount
Allowance for
losses (ex-
pected credit
losses over the
life of the
Company)
Cost after
amortization
Less than 30
days
31 to 90 days December 31, 2022
91 to 180 days 181 to 360 days
1.79%
2%
$ 2,174 $ -

(39)

$ 2,135
$ -
December 31, 2021
91 to 180 days 181 to 360 days
-%
2%
$ 50,735 $ 1,964


(39)
$ 50,735
$ 1,925
December 31, 2022
91 to 180 days 181 to 360 days
1.79%
2%
$ 2,174 $ -

(39)

$ 2,135
$ -
December 31, 2021
91 to 180 days 181 to 360 days
-%
2%
$ 50,735 $ 1,964


(39)
$ 50,735
$ 1,925

361 days or
more
Total
-%
$ 53,349
-%
$ 12,413

1.79%
$ 2,174

(39)
2%
$ -

50%
$ -
$ 67,936
(39)
$ 53,349 $ 12,413 $ 2,135 $ - $ - $ 67,897
Less than 30
days
31 to 90 days
361 days or
more
Total
-%
$ 144,689
-%
$ 667

-%
$ 50,735

2%
$ 1,964

(39)
50%
$ -
$ 198,055
(39)
$ 144,689 $ 667 $ 50,735 $ 1,925 $ - $ 190,016

Information on the changes in the allowance for losses on accounts receivable is as follows


follows
Balance at the beginning of period
Add: Provision for the period (re-
versal)
Less: Write offs for the period
Balance at the end of period
(VI) Inventory
Finished goods
Goods in process
Raw materials
Total
FY2022
$ 39


$ 39
December 31,2022
$ 37,197
106,483
11,735
$ 155,415
FY2021
$ 230
(191)
$ 39
December 31,2021
$ 9,307
8,880
5,854
$ 24,041
  1. Operating costs related to inventories were NT$96,701 thousand and NT$87,307 thousand FY2022 and FY2021, respectively. The cost of goods sold for FY2022 and FY2021 included NT$1,863 thousand and NT$1,093 thousand, respectively, for the decline in value of inventories and losses on doubtful accounts.

  2. As of December 31, 2022 and 2021, none of the Consolidated Company's inventories were pledged as collateral.

  3. As of December 31, 2022 and 2021, there was no write-off of allowance for inventory losses due to obsolescence of inventories.

152

(VII) Investments Accounted For Using the Equity Method

Individual Insignificant Subsidiaries

Investees December 31,2022 December 31,2022 December 31,2021 December 31,2021
Book Value Sharehold-
ings %
Total carrying
amount
Sharehold-
ings %
Park Ave Coworking Space
Co., Ltd.
NT$ 1,415
22.5
NT$ -
-

The calculation of the above insignificant affiliates is based on unaudited financial statements; however, in the opinion of the Company's management, such financial statements would not have resulted in a material adjustment had they been audited by the accountants.

Please refer to Schedule 4 (attached) for the business nature, principal place of business, and national information of the affiliated companies.

(VIII) Property, Plant, and Equipment

Item January1toDecember31,2022 January1toDecember31,2022 January1toDecember31,2022
Balance at the
beginning of
period
Acquired Disposed Consolidated
acquisition
Balance at the
end of period
Cost
Land
Buildings
Machinery
Equipment
Office Equip-
ment
Power Genera-
tion Equipment
Transport
Equipment
Other Equip-
ment
Leasehold Im-
provements
Subtotal
Accumulated De-
preciation and Im-
pairment
Buildings
Machinery
Equipment
Office Equip-
ment
Power Genera-
tion Equipment
Transport
Equipment
Other Equip-
ment
Leasehold im-
provements
Subtotal
Net Amount
$ 45,719
99,502
18,348
2,560
660,276

40,758
3,348
$ 1,250

270

16,982

559

110,054



4,129

5,109
$ -



(3,082)

(845)





(120)

$ -





285



200



904
$ 46,969

99,772

32,248

2,559

770,330

200

44,767

9,361
870,511 138,353 (4,047)
1,389

1,006,206
47,186
16,832
1,608
164,231

35,201
585

2,761

1,282

215

36,084

8

1,472

645



(3,073)

(513)





(109)










42




49,947

15,041

1,310

200,315
50

36,564

1,230
265,643 42,467 (3,695)
42

304,457
$ 604,868 $ 95,886 $ (352) $ 1,347 $ 701,749

153

Item January 1 to December 31, 2021 January 1 to December 31, 2021 January 1 to December 31, 2021
Balance at the
beginning of
period
Acquired Disposed Consolidated
acquisition
Balance at the
end of period
Cost
Land
Buildings
Machinery
Equipment
Office Equip-
ment
Power Genera-
tion Equipment
Other Equip-
ment
Leasehold im-
provements
Subtotal
Accumulated De-
preciation and Im-
pairment
Buildings
Machinery
Equipment
Office Equip-
ment
Power Genera-
tion Equipment
Other Equip-
ment
Leasehold im-
provements
Subtotal
Net amount
$ 45,719
90,044
43,327
2,774
660,343
48,471
3,348
$ -

9,458

932

800

916

648

$ -



25,911

1,014

983

8,361

$ -






$ 45,719

99,502

18,348

2,560

660,276

40,758

3,348
894,026
12,754

36,269


870,511
44,685
42,570
2,445
131,064
41,965
251

2,501

160

177

33,462

1,597

334



25,898

1,014

295

8,361








47,186

16,832

1,608

164,231

35,201

585
262,980
38,231
35,568

265,643
$ 631,046 $ (25,477) $ 701 $ - $ 604,868
  1. The Consolidated Company depreciates each component item on a straight-line basis over its useful life as follows:

s over its useful life as follows:
Item Useful Life
Buildings
Machinery Equipment
Office Equipment
Power Generation Equipment
Other Equipment
Leasehold improvements
35 years
2 to 14 years
2 to 7 years
15 to 20 years
2 to 20 years
9 years
  1. The Consolidated Company's property, plant and equipment pledged as collaterals for long-term and short-term loans in December 31, 2022 and 2021. Please refer to Note 8 for details.

  2. (IX) Lease Agreements

  3. Right-of-use assets

Carrying amount of right-to-use
assets
Buildings
Transport Equipment
Total
December 31,2022
$ 125,316
1,201
$ 126,517
FY2022
December 31,2021
$ 125,079
662
$ 125,741
FY2021

154

Newly acquired right-of-use as-
sets
$ 13,307
Lease modification (lease cancel-
lation)
$ 3,167
Depreciation expense of right-of-
use assets
Buildings
$ 8,805
Transport Equipment
559
Total
$ 9,364
asing liabilities
December 31,2022
Carrying amount of lease liabili-
ties
Current
$ 8,646
Non-current
$ 120,960
The discount rate range for lease liabilities is as follows:
December 31,2022
Buildings
1.6%~2.71%
Transport Equipment
1.88%~2.12%
$ 87,878
$ -
$ 7,316
654
$ 7,970
December 31,2021
$ 7,045
$ 120,613
December 31,2021
1.6%~2.71%
1.88%

2. Leasing liabilities

3. Significant leasing activities and terms

The Consolidated Company leases the above transportation equipment for a period of 3 years.

The Consolidated Company also leases the building for office and solar farm for power generation for a period of 10 and 20 years.

4. Other Lease Information

. Other Lease Information . Other Lease Information
Short-term lease expenses
Low-value asset lease expenses
Variable lease expenses not in-
cluded in the measurement of
lease liabilities
Total cash expenditure for leases
(outflow)
ther Intangible Assets
Item
Balance at the be-
ginning of period
Cost
Computer software $ 665
Goodwill

Operating rights
32,417
Subtotal
33,082
Accumulated amorti-
zation and impairment
Computer software
243
Operating rights
5,043
Subtotal
5,286
Net amount
$ 27,796
Item
Balance at the be-
ginning ofperiod
Cost
FY2022
$ 1,680
$ $ 433
$
$ 1,500
$
$ (14,699)
$ January 1 to December 31, 2022
FY2021
$ 1,026
$ 1,010
$ 312
$ (11,670)
Balance at the be-
ginning of period
Acquired
Disposed

$ 502
$ -
1,265



1,767

134

2,161

2,295

$ (528)
$ -
January1toDecember31,2021
Disposed
Balance at the end
of period
Cost
Computer software
Goodwill
Operating rights
Subtotal
Accumulated amorti-
zation and impairment
Computer software
Operating rights
Subtotal
Net amount

Item
$ 665

32,417
$ -

$ 1,167
1,265
32,417
33,082 34,849

243
5,043

377
7,204
5,286 7,581
$ 27,796 $ - $ 27,268
Balance at the be-
ginning ofperiod
Acquired Disposed
Balance at the end
ofperiod
Cost

(X) Other Intangible Assets

155

Computer software
Operating rights
Subtotal
Accumulated amorti-
zation and impairment
Computer software
Operating rights
Subtotal
Net amount
$ 665

32,417
$ -
$ -
$ 665
32,417
33,082 33,082

111
2,881
132
2,162

243
5,043
2,992 2,294 5,286
$ 30,090 $ (2,294) $ - $ 27,796

Amortization expense is provided on a straight-line basis over the following number of durable years:


durable years:
Item Useful Life
Computer software 5 years
Operating rights 15 years
epayments
December 31,2022 December 31,2021
Prepayment $ 22,463 $
Prepaid insurance fees 1,704 662
Prepaid pensions 570 570
Others 10,428 1,447
Total $ 35,165 $ 2,679
Prepayment for equipment purchase $ 781,624 $ 443,532
Less: Accumulated impairment (23,918) (23,918)
Total $ 757,706 $ 419,614
Current $ 35,165 $ 2,679
Non-current $ 757,706 $ 419,614

(XI) Prepayments

For the assessment of the accumulated impairment on prepayment for equipment, please refer to Note 9(2).

(XII)Other Current Assets


please refer to Note 9(2).
ther Current Assets
December 31,2022
Input tax
$ 38,377
Tax overpaid retained for offsetting
future tax payable
5,695
Payments on behalf of others
170
Others

Total
$ 44,242
December 31,2021
$ 18,315
836
1,879
236
$ 21,266

156

(XIII)Long-Term Notes and Accounts Receivable

Accounts receivable - Taiwan
Power Company (Taichung Power
Plant) (Note 1)
Accounts receivable - Taiwan
Power Company (Offshore Wind
Power Development In Taichung
Port)
Estimated additional receivables
from construction and engineering
work
Less: Estimated overdue fines paya-
ble
Less: Allowance for losses
Subtotal of construction and engi-
neering receivables
Other receivables - Chou, Hsiu-Mei
Less: Allowance for losses
Subtotal
December 31,2022
$ 355,600
17,226
13,740
(141,000)
(37,575)
$ 207,991
$ 42,888
(42,888)
$ -
December 31,2021
$ 355,600
17,226
13,740
(141,000)
(37,575)
$ 207,991
$ 42,888
(42,888)
$ -
  1. The Consolidated Company filed an arbitration case for the delayed completion of the Taichung Power Plant and Offshore Wind Power Development In Taichung Port of Taiwan Power Company (Taipower). The arbitration judgment was issued by the Chinese Construction Industry Arbitration Association(CCIAA) on January 19, 2010 (2008 Gong-Zhong-Xie-Jing-Zi No. 019) and a judgement was issued by the High Court on May 31, 2011 (2010 Zhong-Shang-Zi No. 501). The Company recorded NT$141,000 thousand in overdue penalties and NT$13,740 thousand in additional receivables due for construction work based on the arbitration judgement. However, the parties did not reach a consensus on the settlement amount, which resulted in the delay in payment by Taipower, so the accounts were reclassified as long-term accounts receivable. Please refer to Note 9(3) for details.

  2. In August 2012, the Consolidated Company sold 1,300,000 shares of its equitymethod investment in Dakang Insurance Brokerage Co., Ltd. at NT$48 per share, for a total consideration of NT$62,400 thousand. The transferee of the equity, Hsiu-Mei Chou, issued a promissory note when entering into the equity transfer contract and pledged the stocks to the Group. Since the transferee could not subsequently repay on time according to the contract, new agreements were entered into on March 25, 2013 and August 12, 2013, respectively, and an interest at an annual rate of 6% was imposed until March 25, 2014. As of December 31, 2022 and 2021, a sum of NT$42,888 thousand (including the principal of NT$40,480 thousand with the interest receivable of NT$2,408 thousand) had not been collected yet. The Consolidated Company has transferred it to the long-term accounts receivable and set aside an allowance for loss of a percentage of 100%. Besides, the Consolidated Company filed an action for payment of the note against Hsiu-Mei Chou’s endorser, Dah Sing Network Technology Co., Ltd., on February 26, 2015. The action was dismissed by the court on February 3, 2016. The Consolidated Company filed an appeal against the dismissal on March 4, 2016 and the high court delivered its decision (2016 Chong-Shang-Zi No. 325) in favor of the Consolidated Company on May 9, 2017. However, Dah Sing Network Technology Co., Ltd. appealed the decision to the Supreme Court. On February 27, 2020, the Supreme Court ruled (2019 Tai-Shang-Zi No. 1237) that the original judgment, with the exception of the provisional execution, was abrogated and remanded the case to the Taiwan High Court for retrial. On December 22,

157

2020, the High Court ruled in favor of the Consolidated Company (2020 ZhongShang-Geng-Yi-Zi No. 38). While Dah Sing Network Technology Co., Ltd. did not file an appeal, the Company has assessed that the possibility of debt recovery was low, henceforth the Company did not reverse the recognized allowance for loss.

  1. The Consolidated Company considers the customer's past default record and current financial condition, as well as the possible outcome of future court decisions. If there is evidence that the counter-party is facing severe financial difficulties or the judgment may be unfavorable to the Consolidated Company, and the Consolidated Company cannot reasonably expect to recover the amount, the Consolidated Company will directly write off the related receivables, but shall continue to pursue debt recovery activities and recognize the amount recovered in profit or loss.

(XIV)Short-term Borrowings


loss.
ort-term Borrowings
Secured loans
Credit loans
Less: Unamortized bank borrow-
ing costs
Total
Interest Rate Range
December 31, 2022
$ 130,000
110,640

$ 240,640
1.90%~2.30%
December 31, 2021
$ 113,500
36,500
291
$ 149,709
1.6%

For the guarantee of assets provided as short-term loans, please refer to Note 8.

(XV) Long-term Borrowings

g-term Borrowings
Secured loans
Less: Unamortized cost of long-
term bank borrowings
Subtotal
Less: Loan maturity classified as
due within one year
Long-term borrowings
Interest Rate Range
December 31, 2022
$ 746,384

746,384

(47,081)
$ 699,303
2.05%~2.32%
December 31, 2021
$ 381,786
1,966
379,820
(43,795)
$ 336,025
1.8%~2.66%

The above-mentioned bank loans shall mature successively before November 2027. Please refer to Note 8 for information on assets pledged as collateral for long-term borrowings.

(XVI)Notes and Accounts Payable


borrowings.
tes and Accounts Payable
Notes payable (including to re-
lated parties)
Accounts payable (including to
related parties)
Total
December 31, 2022
$ 2,027
99,540
$ 101,567
December 31, 2021
$ 331
119,371
$ 119,702
  1. The average credit period for accounts payable is generally 30 to 60 days for customers, and for outsourced projects, payment is made according to the contract period agreed to between the two parties. The Company upholds a financial risk management policy to ensure that all payables are repaid within the pre-agreed credit terms.

  2. Please refer to Note 6(28) for disclosures of payables and other payables that are exposed to liquidity risk.

158

(XVII)Post-employment benefit plans

1. Defined contribution plan

The Consolidated Company's pension plan under the Labor Pension Act is a government-administered defined contribution plan that contributes 6% of employees' monthly salaries to the individual accounts under the Bureau of Labor Insurance. The pension cost recognized as expense in the consolidated statements of income was NT$1,568 thousand and NT$1,266 thousand for FY2022 and FY2021, respectively.

(XVIII)Equity

1. Common share capital


ely.
uity
Common share capital
Number of shares (in thou-
sands)
Authorized share capital
Number of issued and fully
paid shares (in thousands)
Publicly traded common stock
December 31, 2022
600,000
$ 6,000,000
145,486
$ 1,454,858
December 31, 2021
600,000
$ 6,000,000
135,968
$ 1,359,680

The issued common stock has a par value of $10 per share and each share has one vote and the right to receive dividends.

On March 5, 2021, the Board of Directors adopted a follow-on offering to issue 40,000 thousand shares at a par value of NT$10. The stocks were issued at a premium of NT$ 12.6 per share. The paid-in capital was NT$1,359,680 after the execution of the offering. The base day for the offering was September 2, 2021. The relevant change registration procedures have been duly completed.

At the annual general shareholders' meeting held on June 21, 2022, for the dividend distribution for FY2021, the shareholders resolved to distribute NT$95,178 thousand in stock dividends at NT$0.7 per share, resulting in a capital stock of NT$1,454,858 thousand after the distribution.

  1. Capital reserve
Capital reserve
May be used to make up
losses, to distribute cash or to
December 31, 2022
$ 133,054
December 31, 2021
$ 133,054

increase capital
Stock issuance in excess of
par value

On September 2021, the Company issued 40,000 thousand shares at a par value of NT$10 per share, at a premium of NT$12.6 per share, resulting in an increase in capital surplus of NT$104,000 thousand.

The capital surplus from the stock issuance premium may be used to offset losses or, when the Company has no losses, to distribute cash or to increase capital, provided that the capitalization is limited to a certain percentage of the paid-in capital each year.

159

3. Policy on retained earnings and dividends

In accordance with the provisions of the Company's Articles of Incorporation on the earnings distribution policy, if having a profit in the final accounting of the year, the Company shall first pay taxes and make up any cumulative losses in accordance with laws, and then set aside 10% of the said earnings as legal reserves, unless such legal reserves reach the amount of the Company’s paid-in capital. Any surpluses remaining shall then be subject to provision or reversal of special reserves, as the laws may require. If there is any residual balance, it shall be, together with the undistributed earnings carried from previous years, used as dividends for shareholders. The Board of Directors shall draft an earnings distribution proposal and submit it to the shareholders’ meeting for approval. Please refer to Note 6(24), "Remuneration to Employees and Directors", for the policy on the distribution of employees and directors' remuneration under the amended Articles of Incorporation.

Legal reserve may be used to make up losses. If the Consolidated Company has no deficit, the excess of legal reserve over 25% of the paid-in capital may be distributed in cash in addition to increasing capitalization.

At the annual general shareholders' meetings held on June 21, 2022 and May 7, 2021, the Company approved the following distribution of earnings for the FY2021 and FY2020, respectively:


FY2021 and FY2020, respectively:
FY2021
Legal reserve
$ 11,222
Cash dividend
(NT$0.2 and NT$0.5 per share
respectively)
$ 27,193
Stock dividends (NT$0.7 per
share)
$ 95,178
4. Non-controlling equity
FY2022
Balance at the beginning of period $ 4,367
Net loss for the period attributable
to noncontrolling interests
1,354
Other comprehensive income or
loss attributable to noncontrolling
interests:
Financial assets measured at
fair value through other com-
prehensive income or loss
(176)
Exchange difference from con-
version of financial statements
of foreign operations
13
Decrease in non-controlling in-
terests in subsidiaries due to
disposals
(1,201)
Acquisition of additional non-
controlling interests in subsidiar-
ies
55,856
Balance at the end of period
$ 60,213
FY2020
$ 6,208
$ 47,984
$ -
FY2021
$ -
563

(13)

3,817
$ 4,367

160

(XIX)Earnings Per Share

1. Basic earnings per share

The weighted-average number of shares of common stock and earnings per share used in the calculation of earnings per share were as follows:

Net income attributable to
owners of the parent company
(NT$ ‘000)
Weighted-average number of
common shares for basic earn-
ings per share calculation (in
thousands)
Basic earnings per share (NT$)
FY2022
$ 45,080
145,486
$ 0.31
FY2021
$ 112,220
118,819
$ 0.94

Earnings per share have been retroactively adjusted for the effect of stock grants, the base date of which was set on September 16, 2022. The basic earnings per share was retroactively adjusted from NT$1.03 to NT$0.94 for FY2021.

2. Diluted earnings per share

The weighted-average number of shares of common stock and earnings used to calculate diluted earnings per share were as follows:

Net income attributable to
owners of the parent company
Weighted-average number of
common shares for basic earn-
ings per share calculation (in
thousands)
Impact of common stock with
potential dilutive effects
Employee remuneration
Weighted-average number of
common shares for the purpose
of calculating diluted earnings
per share
Diluted earnings per share
(NT$)
FY2022
$ 45,080
145,486
67

145,553
$ 0.31
FY2021
$ 112,220
118,819
54
118,873
$ 0.94

If the Consolidated Company has the option to pay employees in stock or cash, the calculation of diluted earnings per share assumes that employee remuneration will be paid in stock and is included in the weighted-average number of common shares outstanding for the purpose of calculating diluted earnings per share when the potential common shares have a dilutive effect. The dilutive effect of these potential common shares will continue to be considered in the calculation of diluted earnings per share before the number of shares awarded to employees is determined in the following year's shareholders’ resolution.

As a result of the retroactive adjustment, the diluted earnings per share was retroactively adjusted from NT$1.03 to NT$0.94 for FY2021.

161

(XX) Revenue from Customer Contracts

venue from Customer Contracts
Revenue from Customer Con-
tracts
Construction revenue
Sales revenue
Electricity retailing revenue
Service revenue
Others
Total
1. Contract balance
Accounts receivable and notes
receivable
Contract assets - current
Construction of photovol-
taic power station and
booster station
Construction and engineer-
ing
Sales of electrical equip-
ment
Electricity retailing revenue
Total
Contract liabilities - current
Construction of photovol-
taic power station
Construction and engineer-
ing
Total
FY2022
$ 83,617
72,165
119,012

6,726
$ 281,520
December31,2022

$ 67,897
$ 41,990
25,878
410


$ 68,278

$ 6,224
178
$ 6,402
FY2021
$ 93,322
121,433
79,993
25,829
3,869
$ 324,446
December31,2021
$ 198,016
$ 21,587

236
209
$ 22,032
$ 396
$ 396

The variation of the contract assets and liabilities is the result of the difference in the time point when the Group fulfills the obligations and the customer makes the payment.

  1. Breakdown of revenue from customer contracts

FY2022

FY2022 FY2022
Contract revenue type Reportable segments Total
Energy Business
Group
Electrical Engi-
neering Business
Group
Construction
Business Group
Others
$ 39,525

119,012
453
$ 25,179

72,165



6,272
$ 18,913





$ -





1
$ 83,617

72,165

119,012

6,726

Construction revenue
Sales revenue
Electricity retailing
revenue
Others
Total
Point in time for reve-
nue recognition:
At a certain point in
time
To be satisfied over
time
Total
$ 158,990 $ 103,616 $ 18,913 $ 1 $ 281,520
$ 119,465
39,525
$ 78,437

25,179
$ -

18,913
$ 1

$ 197,903

83,617
$ 158,990 $ 103,616 $ 18,913 $ 1 $ 281,520

FY2021

162

Contract revenue type Reportable segments Reportable segments Total
Energy Business
Group
Electrical Engi-
neering Business
Group
Construction
Business Group
Others
$ 22,612

79,993
25,829
675
$ 70,710

121,433





1,614
$ -







$ -







1,580
$ 93,322

121,433

79,993

25,829

3,869

Construction revenue
Sales revenue
Electricity retailing
revenue
Service revenue
Others
Total
Point in time for reve-
nue recognition:
At a certain point in
time
To be satisfied over
time
Total
$ 129,109 $ 193,757 $ - $ 1,580 $ 324,446
$ 106,497
22,612
$ 123,047

70,710
$ -

$ 1,580

$ 231,124

93,322
$ 129,109 $ 193,757 $ - $ 1,580 $ 324,446

(XXI)Non-operating Income and Expenses

  1. Interest income
1. Interest income
Bank deposits
2. Other revenue
Dividend income
Other revenue
Total
3. Other profits and losses
Gain (loss) on financial assets
at fair value through profit or
loss
Profit from lease changes
Loss from disposal of prop-
erty, plant, and equipment
Disposal of investment inter-
ests
Financial assets impairment
loss
Others
Net amount
4. Financial cost
Interest on bank loans
Interest on lease liabilities
Less: Amount of interest capi-
talized
Net amount
Rate of capitalized interest
FY2022
$ 1,237
FY2022
$ 622
1,598
$ 2,220
FY2022
$ (8,040)
12
(307)
250

(2,770)
$ (10,855)
FY2022
$ 14,826
2,906
(6,655)
$ 11,077
1.86%~2.2%
FY2021
$ 524
FY2021
$ 587
11,862
$ 12,449
FY2021
$ 7,832
90
(346)

(189)
(319)
$ 7,068
FY2021
$ 9,109
2,429
(1,330)
$ 10,208
1.23%~1.84%

163

(XXII)A Summary of the Depreciation and Amortization Expense Function Is Presented Below:

FY2022
Property, plant and equipment
$ 42,467
Right-of-use assets
9,364
Other intangible assets
2,295
Total
$ 54,126
Summary of depreciation expense
by function
Operating costs
$ 48,193
Operating expenses
3,638
Total
$ 51,831
Summary of depreciation expense
by function
Operating expenses
$ 2,295
(XXIII)Employee Benefit Expenses
FY2022
Short-term employee benefits
Salary
$ 33,338
Labor Insurance and National
Health Insurance
4,904
Defined contribution plan
1,568
Remuneration to directors
665
Others
2,257
Total
$ 42,732
Summary by function
Operating costs
$ 20,829
Operating expenses
21,903
Total
$ 42,732
FY2021
$ 38,231
7,970
2,294
$ 48,495
$ 42,845
3,356
$ 46,201
$ 2,294
FY2021
$ 24,989
2,547
1,266
750
2,238
$ 31,790
$ 13,598
18,192
$ 31,790

(XXIV)Remuneration to Employees and Directors

In accordance with the Company's Articles of Incorporation, the Company contributes no less than 1% and no more than 1% of the pre-tax benefit to employees' and directors' remuneration, respectively, for the year before the distribution of employees' and directors' remuneration. The estimated remuneration to employees for FY2022 and FY2021 were as follows:

Employee remuneration
Remuneration to directors
Cash
Employee remuneration
FY2022
1%
0%
FY2022
$ 458
FY2021
1%
0%
FY2021
$ 1,146

If there is a change in the amount of the annual consolidated financial report after the date of its issuance, the change in accounting estimate is treated as an adjustment in the following year.

There was no difference between the actual amount of employees' remuneration and the amount recognized in the consolidated financial statements for FY2021.

164

For additional information on the remunerations to the employees and directors approved by the Board, visit the “Market Observation Post System” at the website of the Taiwan Stock Exchange.

(XXV)Income Taxes

  1. The major components of income tax expense (benefit) recognized in profit or loss were as follows

loss were as follows
FY2022
Current income tax
Generated in the current pe-
riod
$ 9,150
Additional taxes levied on
undistributed earnings
209
Adjusted from the previous
year
446
Basic tax amount

Deferred income tax
Generated in the current pe-
riod
20
Adjusted from the previous
year

Income tax expense recognized
in profit or loss
$ 9,825
FY2021
$ 2,429
276

376
(1,100)
1,948
$ 3,929
  1. The reconciliation of accounting income and income tax expense (benefit) is as follows:
Adjusted from the previous
year

Income tax expense recognized
in profit or loss
$ 9,825
The reconciliation of accounting income and income tax
follows:
1,948
$ 3,929
expense (benefit) is as
FY2022
Income tax expense on net in-
come before income tax at stat-
utory tax rate
$ 17,944
Tax-exempt income
(124)
Non-deductible expenses for
tax purposes
1,767
Net domestic investments rec-
ognized under the equity
method
(6,760)
Basic tax amount

Additional taxes levied on un-
distributed earnings
209
Unrecognized temporary dif-
ferences
902
Unrecognized loss carryfor-
ward

Unrecognized loss carryfor-
wards offset against current pe-
riod
(4,580)
Adjustment in the current year
for the income tax expenses of
the previous year
446
Others
21
Income tax expense recognized
in profit or loss
$ 9,825
FY2021
$ 26,367
(1,683)
102
(2,721)
376
276
(4,395)
(16,341)

1,948
$ 3,929

165

3. Income tax assets and liabilities in the current period

December 31, 2022 December 31, 2021

Income tax assets in current
period
Tax refund receivable
Income tax liabilities in cur-
rent period
Income taxes payable
$ 46
$ 1,306
$ 8,940
$ 3,070

4. The changes in deferred income tax assets and liabilities are as follows:

Deferred income tax as-
sets
Loss of end-of-life as-
sets
Deferred income tax lia-
bilities
Investment income of
subsidiaries
Unrealized valuation
benefits
Deferred income tax as-
sets
Loss of end-of-life as-
sets
Deferred income tax lia-
bilities
Investment income of
subsidiaries
FY2022 FY2022
Balance at the
beginning of pe-
riod
Recognized in
gain (loss)
Recognized in
other compre-
hensive income
Balance at the
end of period
$ 1,234
$ (92) $ -
$ 1,142

$ 134

$ (134)
(62)
$ -

$ -
(62)
$ 134 $ 196 $ - $ (62)
Balance at the
beginning of pe-
riod
Recognized in
gain (loss)
Recognized in
other compre-
hensiveincome
Balance at the
end of period
$ -
$ 1,234 $ -
$ 1,234

$ -
$ 134 $ -
$ 134
  1. The amount of deferred income tax assets not recognized in the consolidated balance sheet:

ance sheet:
December 31, 2022
Loss deductions
$ 152,174
Temporary differences that can
be deducted
99,400
Total
$ 251,574
December 31, 2021
$ 195,208
255,157
$ 450,365

166

  1. As of December 31, 2022, Information on individual unused tax losses and approved income tax returns within the Consolidated Company is summarized as follows:

follows:
Yearofoccurrence
The Company
FY2013 (authorized)

FY2014 (authorized)
FY2015 (authorized)
FY2017 (authorized)

Subsidiary - Le Hua
FY2022 (estimate)

Subsidiary - Le Yang
FY2015 (authorized)

FY2016 (authorized)
FY2017 (authorized)
FY2019 (authorized)
FY2020 (authorized)
FY2021 (declared)
FY2022 (estimate)
Deductible amount

$ 24,709
14,378
86,597
24,752
$ 150,436
$ 148
$ 68
475
157
123
132
464
171
$ 1,590
Finaldeductionyear
2023
2024
2025
2027
2032
2025
2026
2027
2029
2030
2031
2032

7. Status of approved income taxes

The income tax returns of the Company and its subsidiaries for FY 2020 have been examined and approved by the tax authorities.

(XXVI) Business Combinations

1. Acquisition of subsidiaries

Main business Main business Sharehold- Transfer con- Transfer con- Transfer con-
Acquired companies scope
Date of acquisition ing ratio sideration
FY2022
Wan Chuan Con-
struction Co., Ltd.
Comprehensive
Construction Activ-
ities
November 28,
2022
52.5% $ 63,000
FY2021
Joy Ribbon Lim-
International Trade October 21, 2021
51%
$ 1,422
ited in Energy Products
Assets acquired and liabilities assumed at the date of acquisition
November 28, 2022 October 21, 2021
Current assets
Cash $ 78,603 $ 2,849
Other current assets 21,904 304
Non-current assets
Property, plant and equip-
ment
1,347
Other non-current assets 22,632
Current liabilities (7,088) (364)
Non-current liabilities
Net assets acquired $ 117,398 $ 2,789

2. Assets acquired and liabilities assumed at the date of acquisition

167

  1. Net cash outflow from acquisition of subsidiaries
Consideration paid
Add: Cash acquired
Net Cash Inflow
November 28, 2022
$ (63,000)
78,603
$ 15,603
October 21, 2021
$ (1,422)
2,849
$ 1,427
  1. Effect of business combinations on operating results

The results of operations from the investee company from the date of acquisition are as follows:


are as follows:
Operating revenue
Net profit
Other comprehensive income
Acquisition date to
December 31, 2022
$ 18,913
$ 1,559
$ (194)
Acquisition date to
December 31, 2021
$ 1,580
$ 669
$ (13)

(XXVII) Capital Risk Management

The Consolidated Company is required to maintain sufficient capital to meet the concerns of going concern assumptions. Therefore, the Consolidated Company's capital is prudently managed to ensure that the necessary financial resources and operating plans are in place to support future needs for working capital, capital expenditures and debt servicing.

(XXVIII) Financial Instruments

  1. Fair value information - financial instruments not measured at fair value

The carrying amounts of the Consolidated Company's financial instruments not carried at fair value, such as cash, financial assets carried at amortized cost, accounts receivable, other receivables, refundable deposits, long-term and shortterm loans (including long-term loans due within one year), accounts payable, other payables and guarantee deposits received, are a reasonable approximation of fair value.

  1. Fair value information - financial instruments measured at fair value on a recurring basis

  2. (1) Fair value hierarchy

Financial assets at fair
value through profit or
loss
Domestic listed
(Over-the-Counter)
stocks

Financial assets at fair
value through other
comprehensive income
or loss-non-current
Domestic TWSE
(TPEx) unlisted stocks

Financial assets at fair
value through profit or
loss
Domestic listed
(Over-the-Counter)
stocks
December 31, 2022 December 31, 2022
Level 1 Level 2 Level3 Total
$ 68,723
$ -
$ -
25,278
$ 68,723
25,278
$ 68,723 $ - $ 25,278 $ 94,001
Level 1 Level 2 Level 3 Total
$ 19,490 $ - $ - $ 19,490

168

  • (2) There were no transfers between Level 1 and Level 2 fair value measurements from January 1 to December 31 2022 and 2011.

  • (3) Reconciliation of financial instruments measured at fair value on a Level 3 basis

basis
Balance at the beginning
of period
Recognized in other com-
prehensive income
Balance at the end of pe-
riod
Financial assets at fair value through other
comprehensive income or loss-non-current

December 31, 2022
$ 25,472
(194)
$ 25,278

December 31, 2021
$ -
$ -
  • (4) For equity instruments without quoted prices in active markets for Level 3 fair value measurements, the Company measures the fair value of the investee by taking into account the quoted prices not available in active and inactive markets, the net financial statements of the investee for the same period obtained by the Company, the changes in the investee's plans, performance, investment objectives, management, etc., and the Company's expected return on investment through the distribution of earnings of the investee.

  • Types of financial instruments


vestee.
Types of financial instruments

Financial assets
Financial assets at fair value
through profit or loss
Financial assets carried at
amortized cost (Note 1)
Financial assets measured at
fair value through other
comprehensive income or
loss
Total
Financial liabilities
Measured at amortized cost
(Note 2)
Lease liabilities
Total
December 31, 2022

$ 68,723
986,184

25,278
$ 1,080,185
$ 1,130,646
129,606
$ 1,260,252
December 31, 2021
$ 19,490
1,274,771
$ 1,294,261
$ 764,354
127,658
$ 892,012
  • Note 1: The balance includes cash, financial assets carried at amortized cost, notes receivable, accounts receivable, other receivables, long-term notes and accounts receivable and refundable deposits, and other financial assets carried at amortized cost.

  • Note 2: The balance consists of financial liabilities measured at amortized cost, including long-term loans (including long-term borrowings due within one year), notes payable, accounts payable, other payables and guarantee deposits.

169

4. Financial risk management objectives and policies

The Group’s main financial instruments includes accounts receivable, accounts payable, and borrowings. The Consolidated Company's finance department provides services to each business unit, coordinates access to domestic and international financial markets, and monitors and manages the financial risks associated with the Company's operations through internal risk reports that analyze risk exposures based on the level and breadth of risk. These risks include market risk (including interest rate risk and other price risks), credit risk and liquidity risk.

(1) Market risk

A. Interest rate risk

The carrying amounts of the Consolidated Company's financial assets and financial liabilities exposed to interest rate risk as of the balance sheet date were as follows:


were as follows:
Fair value interest rate
risk
Financial Assets
Financial liabilities
Cash flow rate risk
Financial Assets
Financial liabilities
December 31, 2022
$ 210,114
370,246
448,891
746,384
December 31, 2021
$ 167,449
277,367
638,691
379,820

Sensitivity analysis

The following sensitivity analysis is based on the interest rate risk of nonderivative instruments at the balance sheet date. For floating rate liabilities, the analysis assumes that the amount of the liability outstanding at the balance sheet date is outstanding for the period reported. The rate of change used in the Consolidated Company's internal reporting of interest rates to key management is a one-digit increase or decrease in interest rates, which also represents management's assessment of the range of reasonably possible changes in interest rates.

If interest rates were to increase or decrease by 0.25%, with all other variables held constant, the Consolidated Company's pre-tax income would increase/decrease by NT$1,345 thousand and NT$273 thousand for FY2022 and FY2021 respectively, due to the Company's exposure to interest rate risk on cash flows from variable rate deposits and borrowings.

B. Other price risk

The Consolidated Company has equity price risk due to its investment in domestic listed securities. The management of the Consolidated Company manages the risk by holding different risky investment portfolios.

Sensitivity analysis

The following sensitivity analysis was performed based on the equity price risk at the balance sheet date.

If equity prices increased/decreased by 1%, net income before income tax would have increased/decreased by NT$687 thousand and NT$195 from January 1 to December 31 2022 and 2021 respectively, due to the increase/decrease in the fair value of financial assets at fair value through profit or loss.

The increase in sensitivity of the Consolidated Company to equity investments

170

was mainly due to the increase in equity investments.

(2)Credit risk

Credit risk refers to the risk of financial loss resulting from the counter-party's default on contractual obligations. Up to the balance sheet date, the Group’s potential highest credit risk exposure due to failure of the counterparty to fulfill its obligations was mainly derived from the unlikelihood of collecting the receivables from the customer.

As of December 31, 2022 and 2021, the percentages of accounts receivable from the top ten customers to the Consolidated Company's accounts receivable were 70.10% and 99.97%, respectively, and the credit concentration risk of the remaining accounts receivable was relatively insignificant.

(3)Liquidity risk

  • A. Liquidity and interest rate risk of non-derivative financial liabilities

The analysis of the remaining contractual maturities of non-derivative financial liabilities is based on the undiscounted cash flows (including principal and estimated interest) of the financial liabilities based on the earliest possible date on which the Consolidated Company could be required to make repayment. Accordingly, the Consolidated Company's bank loans that are repayable on demand are listed in the table below at the earliest possible date, without regard to the probability that the banks will enforce rights immediately; the maturity analysis of other non-derivative financial liabilities is prepared based on the contractual repayment dates.

The undiscounted interest amount of interest cash flows paid at floating interest rates is derived from the borrowing rate at the balance sheet date.

December 31, 2022

Non-derivative finan- Less than 6
months
6 months to 1
year
1 to 2 years More than 2
years
Total
$ 136,772
273,780
5,837
$ -

31,687
5,616
$ -

62,328
11,331
$ 946

661,106

131,190
$ 137,718

1,028,901
153,974
cial liabilities
Non-interest-bear-
ing liabilities
Floating rate in-
struments
Lease liabilities
Total
More
Lease liabilities
Non-derivative finan-
$ 416,389 $ 37,303 $ 73,659 $ 793,242 $1,320,593
information on the analysis
Less than 1
year
1 to 5 years
$ 11,453 $ 43,615
16 to 20 years
$ 11,453 $ 43,615 $ 43,484 $ 37,919 $ 17,503
Less than 6
months
6 months to 1
year
1 to 2 years More than 2
years
Total
$ 234,708
26,289
5,275
$ -

280,685
4,588
$ -

41,476

9,256
$ 117

213,083
135,290
$ 234,825

561,533

154,409
cial liabilities
Non-interest-bear-
ing liabilities
Floating rate in-
struments
Lease liabilities
Total
$ 266,272 $ 285,273 $ 50,732 $ 348,490 $ 950,767

171

More information on the analysis of lease liabilities due:

Less than 1
year
1 to 5 years
6 to 10 years
Lease liabilities
$ 9,863 $ 38,706 $ 43,484
B. Financing amount
December 31, 2022
Unsecured bank loan credit
line
- Amount utilized
$ 110,640
- Unutilized amount
138,620
Total
$ 249,260
Guaranteed Bank credit
line
-Amount utilized
$ 876,384
-Unutilized amount
176,031
Total
$ 1,052,415
Less than 1
year
1 to 5 years 1 to 5 years 6 to 10 years 11 to 15 years 11 to 15 years 16 to 20 years
$ 9,863 $ 38,706 $ 43,484 $ 39,171 $ 23,185
December 31, 2022

$ 110,640
138,620
$ 36,500
$ 249,260 $ 36,500
$ 876,384
176,031
$ 667,710
2,092,234
$ 1,052,415 $ 2,759,944

(XXIX) Disposal of Subsidiaries

On April 22, 2022, the Board of Directors resolved to dispose of Joy Ribbon Limited, of which the Company owned a 51% equity interest. On May 10, 2022, the Company entered into a share transaction agreement and lost control of Joy Ribbon Limited.

  1. Consideration received

ered into a share transaction agreementandlost control of
onsideration received

Joy Ribbon Limited.
Cash and cash equivalents
Receivable from disposal of investments
Total consideration received
Amount
$ 1,500
$ 1,500
  1. Analysis of assets and liabilities subject to loss of control as at the date of loss of control

control
Current assets
Cash and cash equivalents
Net assets disposed of
3. Interests from the disposal of subsidiaries
Consideration received
Net assets disposed of
Non-controlling equity
Cumulative translation difference between equity reclas-
sification and profit or loss of a subsidiary's net assets
due to loss of control over the subsidiary
Interests from the disposal
4. Net cash outflow from disposal of subsidiaries
Consideration received
Less: Balance of cash and cash equivalents from disposal
Net cash outflow
Amount
$ 2,646
$ 2,646
Amount
$ 1,500
(2,646)
1,296
100
$ 250
Amount
$ 1,500

(2,646)
$ (1,146)

As of December 31, 2022, the Group had received NT$1,500 thousand for the disposal of the equity interest in Joy Ribbon Limited.

172

VII. Related Party Transactions

All transactions, account balances, revenues and expenses between the Company and its subsidiaries (related parties of the Company) are eliminated upon consolidation and are therefore not disclosed in this note. Transactions between the Group and other related parties are described as follows:

(1)Names of related parties and their relationships

Name of relatedparty
Ching Tien Energy and System Co., Ltd.
(hereinafter referred to as "Ching Tien En-
ergy")
Chao Hsing Energy Co., Ltd.
(hereinafter referred to as "Chao Hsing
Energy")
Sel Tech Co., Ltd.
(hereinafter referred to as "SEL Tech")
Solargo Tech Co., Ltd.
(hereinafter referred to as "Solargo")
Quintain Steel Co., Ltd.
(hereinafter referred to as "Quintain")
Chateau Rich Hotel Co., Ltd.
(hereinafter referred to as "Chateau Rich")
Castle Applied Inc.
(hereinafter referred to as "Castle Ap-
plied")
Gala Castle Co., Ltd.
(hereinafter referred to as "Gala Castle")
Jing Hao Landscape Design Company
Limited
(hereinafter referred to as "Jing Hao Land-
scape Design")
Mei Chi Interior Design and Engineering
Co., Ltd.
(hereinafter referred to as "Mei Chi Inte-
rior Design")
Relationshipwith the Company
Other related party
Other related party
Other related party
Other related party
Other related party
Other related party
Other related party
Other related party
Other related party
Other related party

(II)Operating revenue


Co., Ltd.
(hereinafter referred to as "Mei Chi Inte-
rior Design")

perating revenue
FY2022
Ching Tien Energy and System
Co., Ltd.
$ 28,679
Solargo Tech Co., Ltd.

Other related party
8,240
Total
$ 36,919
FY2021
$ 16,669
127,040
9,160
$ 152,869

173

  1. Ching Tien Energy and System Co., Ltd. and Chao Hsing Energy Co., Ltd. subcontract photovoltaic equipment projects including installation services. These projects are subcontracted to Sel Tech Co., Ltd. The financial statements of the Company present the construction revenue after deducting the cost of the outsourcing. Prices and payment terms are based on individual agreements between the parties for each project.

between the parties

for each project.
FY2022
Ching Tien En-
ergy
Other related
party
Total
FY2021
Ching Tien En-
ergy
Other related
party
Total
Construction and
engineering reve-
nue
Construction and
engineering cost
Net amount
$ 156,143
37,534
$ 127,464
29,294
$ 28,679
8,240
$ 193,677 $ 156,758 $ 36,919
$ 83,919
41,070
$ 67,250
31,910
$ 16,669
9,160
$ 124,989 $ 99,160 $ 25,829
  1. Solargo Tech Co., Ltd. generates operating income from equipment and installation of booster stations, and the prices and terms of payment are based on individual agreements between the both transactional parties for each project.

(III)Purchases

(III)Purchases
FY2022
Sel Tech Co., Ltd.
$ 157,799
Other related party
1,661
Total
$ 159,460
(IV)Contract Assets
December 31, 2022
Ching Tien Energy
$ 24,914
Other related party
3,104
Total
$ 28,018
(V) Accounts Receivables From Related Parties
December 31, 2022
Accounts receivable
Ching Tien Energy
$ -
Chao Hsing Energy Co., Ltd.

Solargo Tech Co., Ltd.

Other related party
5,060
Total
$ 5,060
Other receivables
Sel Tech Co., Ltd.
$ 17,917
FY2021
$ 99,160
$ 99,160
December 31, 2021
$ 5,540
1,953
$ 7,493
December 31, 2021
$ 82,298
41,073
49,063
$ 172,434
$ 12,699

174

(VI)Accounts Payable to Related Parties

Notes payable
Other related party
Accounts payable
Sel Tech Co., Ltd.
Other related party
Total
Other payables
Sel Tech Co., Ltd.
Other related party
Total
repayment for Equipment
Sel Tech Co., Ltd.
December 31, 2022
$ 104
$ 19,554
827
$ 20,381
$ 19,393
38
$ 19,431
December 31, 2022

$ 686,494
December 31, 2021
$ -
$ 103,852
$ 103,852
$ 95,274
$ 95,274
December 31, 2021
$ 412,430

(VII)Prepayment for Equipment

The total purchase price of NT$2,392,207 thousand and NT$2,404,393 respectively as of December 31, 2022 and 2021 was for the purchase of solar power equipment and installation, which will be paid according to the progress of the project. Prices and payment terms are based on individual agreements between the parties for each project.

The amount transferred to property, plant and equipment for the period was NT$85,751 thousand.

(VIII) Lease Agreements


NT$85,751 thousand.
Lease Agreements
Right-of-use assets
Other related party
Lease liabilities - current
Other related party
Lease liabilities - non-current
Other related party
Interest expense
Other related party
December 31, 2022

$ 6,192
$ 603
$ 3,884
$ 76
December 31, 2021
$ 6,192
$ 594
$ 4,487
$ 85

The Company leases office space from a related party, and the terms of the transaction are monthly lease payments.

(IX)Remuneration for senior management

Short-term employee benefits
Postemployment benefits
Total
FY2022
$ 9,142
189
$ 9,331
FY2021
$ 4,009
191
$ 4,200

The remuneration of directors and other key managerial officers is determined by the Remuneration Committee based on individual performance and market trends.

175

VIII. Assets Pledged as Collateral

The following assets have been provided as collateral for performance bonds and financing facilities:


ing facilities:
Financial assets measured at amortized
cost - non-current (reserve account)
Financial assets measured at amortized
cost - non-current (pledged time de-
posits)
Property, plant and equipment
Total
December 31, 2022

$ 23,105

80,711
612,207
$ 716,023
December 31, 2021
$ 35,894
85,530
534,100
$ 655,524
  • IX. Significant Contingent Liabilities and Unrecognized Contractual Commitments

In addition to those described in other notes, the Consolidated Company's material commitments and contingencies as of the balance sheet date are as follows:

  • (I) The details of the Consolidated Company's guaranteed notes payable and bank guarantee letters are as follows:

ntee letters are as follows:
Performance guarantee
Guarantee notes for construction
projects
Total
December31,2022
$ 87,009

19,915
$ 106,924
December31,2021
$ 143,840
19,915
$ 163,755
  • (II) The Consolidated Company and Aircom Pacific Inc. jointly developed an in-flight connection system for use in the passenger cabin of an aircraft for a total contract price of NT$28,750 thousand (US$909,000), of which NT$23,918 thousand (US$762,000) had been paid as of December 31, 2021. The Company has no plan to continue the operation of the business, and no manpower is currently committed to the venture; therefore, a total impairment loss of NT$23,918 thousand was recorded in 2015 for the prepaid equipment.

  • (III) As for the wind power projects contracted by the Group for Taiwan Power Company in its Taichung Power Plant and Taichung Port area. Many factors that were beyond the control of the Group, such as delayed provision of land, frequent change of the wind turbine sites, and changes in design and construction methods on the side of Taipower as well as the bankruptcy of a subcontractor, the Dutch wind generator supplier, typhoons and severe weather, occurred after the commencement of the works and resulted in a significant increase of the required construction period for the project. For this, the Group asked for extension of the construction period according to the contract and, thus, run into contractual disputes with Taipower. The Chinese Construction Industry Arbitration Association made the arbitral award (Gong-Zhong-Xie-(Jing)-Zi No. 019, 2008) on January 19, 2010 with the text described below:

  • Taipower shall extend the construction period for each wind turbine (#1, #2, #3 and #4 turbines) of Taichung Power Plant by 290 calendar days.

  • Taipower shall extend the work period of 563 calendar days for each wind turbine (#1-#4) of the first group of wind turbines in the Taichung Harbor Area; 756 calendar days for each wind turbine (#5-#8) of the second group; 773 calendar days for each wind turbine (#9-#12) of the third group; 663 calendar days for each wind turbine (#13-#18) of the fourth group.

  • Taipower shall calculate the completion date of the sub-projects of Taichung Power Plant and Taichung Harbor Area by adding 120 calendar days to the last date of completion of the commercial transfer of each site (#3 wind turbine of

176

Taichung Power Plant; #11 wind turbine of Taichung Port Area) as the last completion date of the site.

  1. Taipower shall pay the Consolidated Company NT$13,740 thousand and interest at 5% per annum from September 28, 2007 to the date of settlement.

Taipower filed an action against the arbitral award and requested for its revocation. For this, Taiwan Taipei District Court made a decision to dismiss the action (ZhongSu-Zi No. 11, 2010) and Taipower filed an appeal against the decision. On May 31, 2011, the high court delivered its decision (Chong-Shang-Zi No. 501, 2010) to reserve the dismissal of Taipower’s action and the determination on the litigation expenses as declared in the original judgment. As for the text of the arbitral award (Gong-Zhong-Xie-(Jing)-Zi No. 019, 2008) made by the Chinese Construction Industry Arbitration Association, the decision of the high court found that Point (3) exceeded the scope of the arbitration agreement and should be revoked, and the appeal should be dismissed with regard to Points (1), (2) and (4). The two parties had negotiated on the settlement amount, but no consensus could be reached. As a result, Taipower has still not paid the Consolidated Company the amount due.

The Consolidated Company filed a lawsuit with the Taipei District Court on September 5, 2013, requesting Taipower to pay the Company NT$401,631 thousand and on August 25, 2016, the Taipei District Court ruled (2013 Jian-Zi No. 274) that Taipower should pay the Company NT$309,690 thousand, plus interest at 5% per annum from April 14, 2012 to the date of full settlement. Taipower appealed against the judgment and filed an appeal. On May 29, 2020, the Taiwan High Court ruled in (2016 Jian-Shang-Zi No.74) that Taipower should pay the Consolidated Company NT$301,955 thousand, including NT$250,070 thousand from April 14, 2012, and the remaining NT$51,885 thousand with interest at 5% per annum from the day after the judgment was finalized until the date of settlement. Based on the above judgement, the Company filed an appeal with the Supreme Court in which Taipower was required to pay the Company NT$16,045 thousand and interest at 5% per annum from April 14, 2012 to the date of settlement. Taipower subsequently filed an appeal to the Supreme Court on June 29, 2020.

In addition, in February 2015, the Consolidated Company obtained an execution decree from the Taipei District Court of Taiwan in accordance with the above-mentioned arbitration judgment on Item 4 seeking NT$13,740 thousand in outstanding payments due. Taipower filed a debtor's dispute lawsuit seeking a stay of execution. On December 9, 2016, the Taipei District Court ruled against Taipower (2015 Zhong-Shu-Zi No.195). Taipower has filed an appeal, which is currently pending before the Taiwan High Court, and the verdict has not yet been determined.

(IV) The Group placed an order of 54 blades to Umoe (a Dutch company) on June 22, 2005 and authorized it to deal with their transport. Umoe (a Dutch company) authorized another company for this transport matter. A batch of the blades was affected by severe weather during the transport and 15 blades were damaged as a result. Umoe (a Dutch company) found that the procurement agreement was entered into based on the FOB conditions and, thus, asked the Group to reimburse the freight paid on behalf of the Group. On August 16, 2010, the Group received a notice from Taiwan Banqiao District Court about the suit at Oslo District Court, Norway. The JuridiskByra law firm in Norway was authorized for the suit. Oslo District Court made a decision against the Group on April 11, 2011 and required that the Group should pay a compensation of EUR 222 thousand (ca. NT$7,359 thousand) and a sum of legal expenses of NOK 404 thousand (ca. NT$1,258 thousand) with delay interest. As there is no mutual recognition of judicial decisions based on treaties or agreements between Taiwan and Norway, the Company has not received any notice from the court to enforce the above compensation as of December 31, 2022.

177

  • (V) As of December 31, 2022 and 2021, the Consolidated Company had entered into contracts for solar power generation equipment, and the total amount due, less the amount paid, was NT$1,885,091 thousand and NT$2,001,151, respectively.

  • X. Catastrophic Losses: None.

  • XI. Significant Post-Term Events: None.

  • XII. Other Matters: None.

XIII. Notes for Disclosures

  • (I) Information on Material Transactions:

  • Loan of funds to others: None.

  • Endorsement and guarantees for others: see Schedule 1.

  • Marketable securities held at the end of the period (excluding investments in subsidiaries, affiliates and joint ventures): see Schedule 2.

  • Cumulative purchases or sales of marketable securities amounting to at least NT$300 million or 20% of the paid-in capital: None.

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

  • Disposal of real estate amounting to at least NT$300 million or 20% of the paidin capital: None.

  • Purchase from or sale to related parties amounting to at least NT$100 million or 20% of the paid-in capital: see Schedule 3.

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

  • Derivative transactions: None.

  • Other: Business relationships and material transactions between parents and subsidiaries: see Schedule 5.

  • (II) Information on investment in other businesses: see Schedule 4.

  • (III) Information on investment in Mainland China: None.

  • (IV) Information on major shareholders: Name, amount and percentage of shares held by shareholders with a 5% or more ownership: see Schedule 5.

XIV Department Information

The Company and its subsidiaries assess the performance of the operating segments based on the profit or loss of each operating segment. Information on segment assets and liabilities of the Consolidated Company is not provided to key management for reference or decision making purposes, therefore, disclosure of segment assets and liabilities is not required.

Energy Business Group - Installation of wind power and solar power projects.

Electrical Engineering Group - Design, manufacture, installation and sale of power distribution panels.

178

(I) Segment Revenue and Operating Results

The revenue and operating results of the Consolidated Company's continuing business units are analyzed by reportable segments as follows:

Segment operating
revenue
Segment operating
profit or loss
Interest income
Other revenue
Other profits and
losses
Share of profit or loss
of subsidiaries recog-
nized under the equity
method
Loss from expected
credit impairment
Financial cost
Pre-tax net profit in
current period
Segment operating
revenue
Segment operating
profit or loss
Interest income
Other revenue
Other profits and
losses
Share of profit or loss
of subsidiaries recog-
nized under the equity
method
Loss from expected
credit impairment
Financial cost
Pre-tax net profit in
current period
January 1 to December 31, 2022 January 1 to December 31, 2022 January 1 to December 31, 2022
Energy Busi-
ness Group
Electrical Engi-
neering Busi-
ness Group
Construction
Business Group
Others Total
$ 158,990 $ 103,616 $ 18,913 $ 1 $ 281,520
$ 92,454 $ 11,882 $ 2,853 $ (32,197) $ 74,992
1,237
2,220
(10,855)
1
(259)
(11,077)
$ 56,259
Energy Busi-
ness Group
Electrical Engi-
neering Busi-
ness Group
Construction
Business Group
Others Total
$ 129,109 $ 193,757 $ - $ 1,580 $ 324,446
$ 47,099 $ 87,118 $ - $ (27,783) $ 106,434
524
12,449
7,513


(10,208)
$ 116,712

(II) Revenue from major products: Please refer to Note 6(20).

(III) Geographical information: The Consolidated Company has no operating income from foreign countries.

179

(IV) Key Customer Information

The Consolidated Company's revenues from a single customer amounting to 10% or more of the Consolidated Company's total revenues are as follows:

Customer A

Customer B
Customer C
Total
FY2022 FY2022 FY2021 FY2021
Amount % Amount %
$ 188,955
28,680
67

10

$ 136,557
16,669
127,040

42

5

39
$ 217,635 77 $ 280,266 86

180

Schedule 1

Luxe Green Energy Technology Co., Ltd. and its subsidiaries (Originally: Luxe Electric Co., Ltd)

Endorsement and guarantees for others:

January 1 to December 31, 2022

Unit: NT$‘000 Unit: NT$‘000
Number
(Note
1)

Company
name of the
guarantor
Target of endorsement
and guarantee
Endorsement and
guarantee limit
for a single com-
pany
(Note 3)
Maximum endorse-
ment and guarantee
balance for the pe-
riod
Ending balance of en-
dorsement and guar-
antee
Actual amount Endorsement
and guarantee
amount se-
cured by assets

Ratio of cumula-
tive guarantee
amount to net
worth of the most
recent financial
statements (%)

Maximum
amount of en-
dorsement and
guarantee (Note
3)

Endorse-
ment and
guarantee
from parent
to subsidi-
ary (Note 4)

Endorse-
ment and
guarantee
from sub-
sidiary to
parent com-
pany (Note
4)
Endorse-
ment and
guarantee
for Main-
land China
(Note 4)
Company
name
Rela-
tionship
(Note 2)
0 The Company Sen-Hsin En-
ergy Co., Ltd.
2 $ 830,010 $ 450,000 $ 450,000 $ 337,324 $ - 27.11 $ 1,660,020 Y N N
0 The Company Chin Lai Inter-
national De-
velopment
Co., Ltd.
2 $ 830,010 $ 450,000 $ 450,000 $ 116,408 $ - 27.11 $ 1,660,020 Y N N

Note 1: The description of the number column is as follows:

(1) The issuer is entered as 0.

(2) The investee companies are numbered in order by company, starting from the Arabic numeral 1.

Note 2: There are two types of relationships between the guarantor and the target of the endorsement, which can be indicated as follows:

(1) Companies with business relationship.

(2) Subsidiaries where the guarantor directly holds more than 50% of the common stock.

Note 3: In accordance with the Company's operating procedures, the total amount of endorsement and guarantee shall not exceed 100% of the Company's latest net financial statements. The individual limits of the Company's external endorsement or guarantee shall not exceed 50% of the Company's net worth, and the same applies to the individual limits of the Company's endorsement and guarantee for subsidiaries directly or indirectly holding 100% of the voting shares.

Note 4: Endorsement and guarantee by a listed parent company to its subsidiary, the endorsement and guarantee by the subsidiary to the listed parent company, and the endorsement and guarantees in Mainland China are required to fill in line item Y.

181

Schedule 2

Luxe Green Energy Technology Co., Ltd. and its subsidiaries

(Originally: Luxe Electric Co., Ltd)

Breakdown of marketable securities held at the end of the period

December 31, 2022

Unit: NT$‘000 Unit: NT$‘000 Unit: NT$‘000 Unit: NT$‘000 Unit: NT$‘000
Company Type and Name of Marketa-
ble Securities
Relationship between
the issuer of the securi-
ties and the Company
Accounting Item End of period Re-
marks
Shares Total carry-
ing amount
Shareholding
ratio (%)

Fair Value
The Company Shares - Chateau International
Development Co., Ltd.

Other related party
Financial assets measured at
fair value through profit or
loss-current
1,657,000 53,752 1.48 53,752
Le Hua Investment
Co., Ltd.
Stock - Concord International
Securities Co., Ltd.
Shares - Chateau International
Development Co., Ltd.
None

Other related party
Financial assets measured at
fair value through profit or
loss - current
Financial assets measured at
fair value through profit or
loss-current
1,098,880
51,000
11,264
1,703

11,264
1,703
Luxe Solar Energy Shares - Chateau International
Development Co., Ltd.

Other related party
Financial assets measured at
fair value through profit or
loss-current
60,000 2,004 2,004
Wan Chuan Con-
struction Co., Ltd.
Castle Applied Inc. Other related party Financial assets at fair value
through other profit or loss -
current
2,830,000 25,278 9.43 25,278

Note 1: Marketable securities referred to in this table are stocks, bonds, beneficiary certificates and marketable securities derived from the above items that fall within the scope of IAS 9, "Financial Instruments".

182

Schedule 3

Luxe Green Energy Technology Co., Ltd. and its subsidiaries

(Originally: Luxe Electric Co., Ltd)

  • The amount of purchase or sale of goods with related parties reaches at least NT$100 million or 20% of the paid in capital.

January 1 to December 31, 2022

Unit: NT$‘000 unless otherwise specified
Notes and accounts receivable
(payable)
Notes
(Note 2)
Balance
Percentage of
Total Notes and
Accounts Re-
ceivable (Paya-
ble) (Note4)
$ (19,554)
(20%)
Unit: NT$‘000 unless otherwise specified
Notes and accounts receivable
(payable)
Notes
(Note 2)
Balance
Percentage of
Total Notes and
Accounts Re-
ceivable (Paya-
ble) (Note4)
$ (19,554)
(20%)
Unit: NT$‘000 unless otherwise specified
Notes and accounts receivable
(payable)
Notes
(Note 2)
Balance
Percentage of
Total Notes and
Accounts Re-
ceivable (Paya-
ble) (Note4)
$ (19,554)
(20%)
Company that pur-
chases (sells)
goods
Counterparty Relationship Transactions Transactions and reasons for dif-
ferences from ordinary transac-
tions (Note 1)
Notes and accounts receivable
(payable)
Notes
(Note 2)
Purchases
(sales)
Amount Percentage of
Purchases
(Sales) (Note
4)
Credit Period Unit Price Credit period Balance Percentage of
Total Notes and
Accounts Re-
ceivable (Paya-
ble) (Note4)
The Company Sel Tech Co., Ltd. Other related
party
Purchases $ 157,799 42% 90~120 days By mutual
agreement
By mutual
agreement
$ (19,554) (20%)

Note 1: If the terms and conditions of the related party's transaction are different from the normal terms and conditions, the difference and the reasons for the difference should be stated in the unit price and credit period columns.

Note 2: If there is any payment received (paid) in advance, the reason, contract terms, amount and the difference from the general transaction type should be stated in the Remarks column. Note 3: Paid-in capital represents the parent company's paid-in capital. If the issuer's stock has no par value or the par value per share is not NT$10, the transaction amount of 20% of the paid-in capital is calculated based on 10% of the equity attributable to the owners of the parent company on the balance sheet.

Note 4: The ratio is calculated based on the total amount before consolidation elimination.

183

Schedule 4

Luxe Green Energy Technology Co., Ltd. and its subsidiaries

(Originally: Luxe Electric Co., Ltd)

Information about the investee company, its location, ......, etc.

January 1 to December 31, 2022

Unit: NT$ ’000/thousand shares

Name of the in-
vestment company
Name of investee
company
Location Main business scope Investment amount Investment amount Held at the end of the period Held at the end of the period Held at the end of the period Profit (loss) of
the investee for
the period
Gain (loss) on
investment rec-
ognized in the
period
Remarks
End of period End of last year Shares Ratio
(%)
Par value
The Company Le Hua Investment
Co., Ltd.
Luxe Solar Energy
Co., Ltd.
Sen-Hsin Energy
Co., Ltd.
Chin Lai Interna-
tional Development
Co., Ltd.
Kai Shih Energy Co.,
Ltd.
Joy Ribbon Limited
Wan Chuan Con-
struction Co., Ltd.
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Seychelles
Taiwan
Reinvestment busi-
ness
Energy Technical
Services
Energy Technical
Services
Energy Technical
Services
Energy Technical
Services
International Trade
in Energy Products
Comprehensive Con-
struction Activities
$ 20,000
4,826
660,000
202,320
2,550

63,000
$ 40,000
14,826
430,000
202,320
2,550
1,422
2,000
500
66,900
18,000
255

6,300
100
100
100
100
51

52.5
$ 13,803
3,537
692,680
222,149
3,250

64,364
$ (8,200)
(26)
24,830
16,310
1,535
(1,650)
2,969
$ (8,200)
(26)
24,830
14,149
783
(842)
1,559
(Note 1)
(Note 2)

184

Schedule 4-1

Luxe Green Energy Technology Co., Ltd. and its subsidiaries

(Originally: Luxe Electric Co., Ltd)

Information about the investee company, its location, ......, etc.

January 1 to December 31, 2022

Unit: NT$ ’000/thousand shares

Name of the in-
vestment com-
pany
Name of investee
company
Location Main business
scope
Investment amount Investment amount Held at the end ofthe period Held at the end ofthe period Held at the end ofthe period Income (loss)
of the investee
for the period
Gain (loss) on
investment
recognized in
the period
Notes
End of period End of last year
Shares
Ratio
(%)
Par value
Chin Lai Inter-
national Devel-
opment Co., Ltd.

Qun Li Energy
Co., Ltd.
Taiwan Energy Technical
Services

32,899
32,899 2,900 100 30,466 707 707
Wan Chuan
Construction
Co., Ltd.
Park Ave Cowork-
ing Space Co., Ltd.

Taiwan
Indoor Decoration 2,250 2,250 225 22.5 1,415 6 1

Note 1: The investment gain or loss recognized in the current period includes a gain of NT$16,310 thousand less amortization of operating rights of NT$2,161 thousand. Note 2: On May 10, 2022, the Company’s equity interest in Joy Ribbon Limited was disposed of.

185

Schedule 5

Luxe Green Energy Technology Co., Ltd. and its subsidiaries

(Originally: Luxe Electric Co., Ltd)

Business relationships and material transactions between parent and subsidiary

January 1 to December 31, 2022

Unit: NT$ ‘000

Unit: NT$‘000
Number
(Note 1)
Name of the transactional
party
Counterparty Relationship
with the trans-
actional party
(Note 2)
Transactions
Accounting item Amount (Note 3) Transactional terms
and conditions
Percentage of consoli-
dated total revenue or
totalassets (%)
1 Kai Shih Energy Co., Ltd. The Company 2 Sales revenue
Accounts receivable
$ 432
26
(Note 3)
(Note 3)

1 Kai Shih Energy Co., Ltd. Sen-Hsin Energy Co., Ltd. 3 Sales revenue
Accounts receivable
1,390
89
(Note 3)
(Note 3)

1 Kai Shih Energy Co., Ltd. Chin Lai International Development
Co., Ltd.
3 Sales revenue
Accounts receivable
2,340
139
(Note 3)
(Note 3)
1
1 Kai Shih Energy Co., Ltd. Qun Li Energy Co., Ltd. 3 Sales revenue
Accounts receivable
218
13
(Note 3)
(Note 3)

Note 1: The description of the numbering column is as follows:

  • (1) The issuer is entered as 0.

(2) The investee companies are numbered in order by company, starting from the Arabic numeral 1.

Note 2: There are three types of relationship with the transactional party, and the types are indicated as follows:

  1. Parent company to subsidiary.

  2. Subsidiary to parent company.

  3. Subsidiary to subsidiary company.

Note 3: Eliminated in the preparation of the consolidated financial statements.

186

Schedule 6

Luxe Green Energy Technology Co., Ltd. and its subsidiaries

(Originally: Luxe Electric Co., Ltd)

Name of Major Shareholders

December 31, 2022

Name of major shareholders Shareholdings Shareholdings
Shares held Shareholding ratio
(%)
Quintain Steel Co., Ltd. 14,603,953 10.03
Concord International Securities Co., Ltd. 14,323,009 9.84
Hsia Ti Investment Co., Ltd. 10,395,959 7.14
Pao Li Tou Investment Co., Ltd. 8,301,575 5.70
Asahi Enterprises Corp. 8,169,450 5.61
  • Note 1: The information on major shareholders in this table is based on the last business day of the quarter in which the shareholders hold 5% or more of the Company's common and preferred shares in dematerialized format. The number of shares recorded in the consolidated financial statements and the actual number of shares in dematerialized format may differ depending on the basis of calculation.

  • Note 2: The above information is disclosed by the trustee's opening of a trust account with individual subaccounts of the trustee if the shareholders have entrusted their shares to the trust. As for the shareholder's shareholding of more than 10% of the shares of insiders reported under the Securities and Exchange Act, the shareholding includes the shareholding of the shareholder plus the shareholding of the shareholder who entrusted shares held to the trust and has the right to decide the use of the trust property.

187

Seven.Review and Analysis of Financial Status and Financial Performance and Risks

I. Financial status

  • (I)Financial status comparison and analysis table

  • The main reasons for any material variations in the Company's assets, liabilities, or equity in the most recent two years, and the effect thereof

Unit: NTDthousand Unit: NTDthousand
Year
Item
FY2022 FY2021 Deviation
Amount %
Current assets 1,016,402 987,251 29,151 3
Non-current assets 1,982,726 1,559,795 422,931 27
Totalassets 2,999,128 2,547,046 452,082 18
Currentliabilities 455,473 439,301 16,712 4
Non-currentliabilities 823,422 461,064 362,358 78
Total liabilities 1,278,895 900,365 378,538 42
Capitalstock 1,454,858 1,359,680 95,178 7
Capital reserve 133,054 133,054 0 NA
Retained earnings 72,302 149,593 (77,291) -52
Totalequity 1,720,233 1,646,681 73,552 4
Total liabilities and equity 2,999,128 2,547,046 452,082 18
The reasons for the variation over 20% are described below:
1. Non-current assets: Mainly due to the transfer of project funds for the construction of a subsidiary's solar
farm in 2022 and the transfer of real estate plant and equipment after completion acceptance, resulting in a
significant increase compared to 2021.
2. Total non-current liabilities and liabilities: Mainly due to the bank's reclassification of long-term loans after
the completion and acceptance of the subsidiary's solar farm construction in 2022, resulting in a significant
increase compared to 2021.
3.Retained earnings:Decrease due to the allotment of 2021stockholders'dividendsin 2022.
  1. Non-current assets: Mainly due to the transfer of project funds for the construction of a subsidiary's solar farm in 2022 and the transfer of real estate plant and equipment after completion acceptance, resulting in a significant increase compared to 2021.

  2. Where the effect is of significance, describe the measures to be taken: There was no significant negative effect. So, this is not applicable.

188

II. Operational results

  1. Operational results comparison and analysis table

  2. The main reasons for any material variation in the Company's operating revenue, operating net profit, and net profit before tax in the most recent two years

Unit: NTDthousand Unit: NTDthousand Unit: NTDthousand Unit: NTDthousand
Item FY2022 FY2021 Variation in
amount
Ratio of
variation %
Amount Amount
Net operatingrevenue 281,520 324,446 -42,926 -13
Operating costs 161,798 175,257 -13,459 -8
Operating gross profit 119,722 149,189 -29,467 -20
Operating expenses 44,730 42,310 2,420 6
Other net income and ex-
penses
0 0 0 NA
Operatingincome 74,992 106,879 -31,887 -29
Non-operating revenue and
expenses
(18,733) 9,833 NA NA
Net profit before tax 56,259 116,712 -60,453 -50
Income taxprofit (expense) (9,825) (3,929) NA NA
Totalcomprehensiveincome 46,090 112,757 -66,667 -59
The reasons for the variation over 20% are described below:
1. Operating gross profit: The decrease in gross profit is mainly due to the decrease in revenue in 2022
compared to 2021.
2. Operating income: The same as the operating gross profit.
3. Net income before income tax and total comprehensive income: the same as the operating gross
profit.
  1. Possible impact of the expected sales volume and its basis on the future finance and business of the Company and countermeasures

In recent years, our company's business development has mainly focused on core businesses related to electric motors and power, while our subsidiaries have continued to develop solar photovoltaic technology. In addition to investing in the construction of solar electric fields, we have also contracted solar engineering projects. However, the number of projects is not significantly related to the amount of business due to the varying power generation capacity.

189

III. Cash flow

  1. Analysis and description of variations in cash flow in the most recent year (2022)
III.
Cash flow
1. Analysis and description of variations in cash flow in the most recent year (2022)
III.
Cash flow
1. Analysis and description of variations in cash flow in the most recent year (2022)
III.
Cash flow
1. Analysis and description of variations in cash flow in the most recent year (2022)
III.
Cash flow
1. Analysis and description of variations in cash flow in the most recent year (2022)
III.
Cash flow
1. Analysis and description of variations in cash flow in the most recent year (2022)
Unit: NTD thousand
Year
Item

FY2022
FY2021 Increase (decrease)
Amount Ratio (%)
Operating activities (73,015) 239,073 -312,088
Investingactivities (540,498) (328,402) NA
Financing activities 424,410 568,448 -144,038 NA
Analysis ofchangesincash flow:
1. Operating activities: Net cash inflow from operating activities decreased significantly in 2022 compared to 2021
due to the decrease in net income, increase in accounts receivable from related parties and increase in accounts
payable, but the accounts receivable from related parties were recovered in 2023.
2. Investing activities: A result of the increase of the amount invested in the self-construction of the solar power
plant in 2022.
3. Financing activities: Mainly due to the increase in long-term loans in 2022.
  1. Improvement plan for insufficient liquidity

In recent years, the cash flow of the Company was net inflow. Thus, there was no capital turnover issue. In addition, if the operating capital is insufficient, the Company shall ask for bank financing. As a result, there is no liquidity risk caused by failure in fundraising for fulfilling contractual obligations.

  1. Cash liquidity analysis for the next fiscal year (2023):
3. Cash liquidity analysis for the next fiscal year (2023): 3. Cash liquidity analysis for the next fiscal year (2023): 3. Cash liquidity analysis for the next fiscal year (2023): 3. Cash liquidity analysis for the next fiscal year (2023):
Unit: NTD thousand
Cash balance
at the begin-
ning of the
year(1)
Expected annual net
cash flow from op-
erating activities (2)

Expected annual
cash inflow (out-
flow) (3)
Expected cash sur-
plus (deficit)
amount(1)+(2)+
(3)
Remedies for expected cash deficits
Investment plan Financial manage-
ment plan
450,322 400,000 (460,000) 390,322 - -
Luxe Green Energy Financial Basis Description:
1. Analysis of variations in cash flow for the next fiscal year:
A. Operating activities: Mainly due to the expected revenue growth that will bring NT$400,000 thousand of net
cash inflow from operating activities.
B. Investing and financing activities: A cash outflow of NT$200,000 thousand in total from the self-construction
of the solar power plant and a repayment of NT$170,000 thousand to the bank are expected.
C. To sum up, the annual cash surplus will be NT$390,322 thousand.
2. Remedies for expected cash deficits and liquidity analysis: Not applicable.

IV. The impact of the major capital expenditures in the most recent year on finance and business: None.

V. Reinvestment policy in the most recent year, main reasons for its profit/loss, improvement plan, and the investment plan for the next fiscalyear

In the most recent year, the Company took into consideration the industries related to our main business and the improvement of the operating performance for our reinvestment policies. The existing reinvestment business had no significant profit or loss amount. The Company also adjusted related operating policies and their performance was improved as a result.

Reinvestment policy in the most recent year, main reasons for its profit/loss, improve-
ment plan, and the investment plan for the next fiscalyear
In the most recent year, the Company took into consideration the industries related to our main business
nd the improvement of the operating performance for our reinvestment policies. The existing reinvestment
usiness had no significant profit or loss amount. The Company also adjusted related operating policies and their
erformance was improved as a result.
Reinvestment policy in the most recent year, main reasons for its profit/loss, improve-
ment plan, and the investment plan for the next fiscalyear
In the most recent year, the Company took into consideration the industries related to our main business
nd the improvement of the operating performance for our reinvestment policies. The existing reinvestment
usiness had no significant profit or loss amount. The Company also adjusted related operating policies and their
erformance was improved as a result.
Reinvestment policy in the most recent year, main reasons for its profit/loss, improve-
ment plan, and the investment plan for the next fiscalyear
In the most recent year, the Company took into consideration the industries related to our main business
nd the improvement of the operating performance for our reinvestment policies. The existing reinvestment
usiness had no significant profit or loss amount. The Company also adjusted related operating policies and their
erformance was improved as a result.
Unit: NTD thousand
Investee Business item Profit (loss) for the cur-
rent period (2022)
LeHuaInvestment Co.,Ltd. Reinvestment business (8,200)
Luxe Solar Energy Co., Ltd. Solar power generation and relevant equipment in-
stallation
(26)
Sen-Hsin Energy Co., Ltd. Solar power engineering and self-construction
business

24,830
Chin Lai International Develop-
ment Co.,Ltd.
Solar power generation. 16,310
Qun Li Energy Co.,Ltd. Solarpowergeneration. 707
Kai Shih EnergyCo.,Ltd. Solarpowergeneration and maintenance. 1,535

190

Joy Ribbon Ltd. Trading (1,650)

Note: The profit (loss) of Chin Lai International Development Co., Ltd. for the current period includes the recognition of the investment in the subsidiary, Qun Li Energy Co., Ltd., in profit (loss).

VI. Risk and assessment

  • (I) The effect of the fluctuation in interest and exchange rates and the inflation on the profit and loss of the Company in the most recent year, and the countermeasures in the future

  • The profit and loss from interest and exchange in the most recent year are listed below


in the most recent year, and the countermeasures in the future
1.
The profit and loss from interest and exchange in the most recent year are listed below

in the most recent year, and the countermeasures in the future
1.
The profit and loss from interest and exchange in the most recent year are listed below

in the most recent year, and the countermeasures in the future
1.
The profit and loss from interest and exchange in the most recent year are listed below
Unit: NT$‘000
Year
Item
FY2022 FY2021
Netinterestincome (expense) (9,840) (9,684)
Net exchange profit (loss) 26 (26)
Operatingrevenue 281,520 324,446
Profit or loss before tax 56,259 116,712
Ratio of net interest income/expense to operating
revenue (%)
-3.49 -2.98
Ratio of net interest income/expense to profit/loss
before tax(%)
-17.49 -8.30
Ratio of net exchange profit/loss to operating reve-
nue (%)
0.00 0.00
Ratio of net exchange profit/loss to profit/loss be-
fore tax(%)
0.00 0.00
  1. Measures taken by the Company in response to exchange rate fluctuation

    • (1) The Company adopted the principle of pricing in multiple currencies when discussing about prices with importers to control the cost and reduce the risk.

    • (2) We kept close communication with foreign exchange departments of financial institutions, observed the fluctuation of the exchange rate in a real-time manner, and took appropriate measures promptly.

  2. In terms of the inflation, the importing costs of material needed for manufacturing rose as the oil price surged and the price of the natural resources stayed high. The Company would reflect the costs and find other sources of materials as a response approach to reduce the impact on the profit/loss if possible.

  3. (II) Policies on engaging in high risk and high leverage investments, loaning funds to others, endorsement and guarantee as well as derivative transactions in the most recent year, main reasons for profit and loss, and countermeasures in the future

The Company did not make any high-risk and high-leverage investment. We loaned funds to others and made endorsement and guarantee in accordance with the policies established in the Company’s “Procedure for Acquisition or Disposal of Assets,” “Procedures for Loaning Funds to Others, Endorsements and Guarantees,” and “Procedures for Derivative Transactions.”

  • (III) Future R&D plan and expected funds for R&D: The fund is expected to be NT$3,000 thousand.

  • (IV) Impact of the variations in important domestic/foreign policies and laws on the finance and business of the Company and countermeasures: None.

  • (V) Impacts of the variations in technology and industry on the finance and business of the Company and countermeasures: None.

  • (VI) Impacts on crisis management and response measures in the event of variations in the corporate image: None.

  • (VII) Expected benefits and possible risks associated with mergers and acquisitions and countermeasures: None.

  • (VIII)Expected benefits and possible risks with regard to any plant expansion and countermeasures: None.

  • (IX) Risks associated with any concentration of purchases or sales and countermeasures

  • I. Purchases

The characteristics of the industry to which the Company belongs is different from other manufacturing industries. We choose suppliers and purchase components from them according to the projects we contract and use different upstream materials in each project. Particular components and parts are specified in some contracts and the rest is provided by the suppliers that have collaborated with us for a long time. The Company has joyous collaboration with the suppliers.

  • II. Sales

191

The buyers of our products are mainly customers related to electricity or electrical engineering, such as solar power generation companies and Taiwan Power Company. In the most recent 3 years, the Company has worked with Chailease Finance Co., Ltd. and solar companies to construct solar power systems for them. In recent years, the government’s strong promotion of policies has stimulated investment of relevant domestic and foreign companies and investors in the solar power industry. In line with the long-term national economic development, Taiwan Power Company has established long-term construction plans and executed procurement accordingly. Thus, the Company has maintained a stable development for a long time in terms of the operation status.

Moreover, the Company has been actively dedicated to solar photovoltaics and complied to the trend in the industry as well as national policy development. We have offered eco-friendly energy to increase the sources of our business revenue.

  • (X) Impacts and risks from large transfers of shares held by the Company’s directors, supervisors, and large shareholders holding more than 10% of the shares and countermeasures: None.

  • (XI) Impacts and risks from variations in the Company’s management rights and countermeasures: None.

  • (XII) For litigation or non-litigation events, please indicate the Company and directors, supervisors, presidents, substantial responsible person, large shareholder holding more than 10% of the shares and affiliated companies that are involved in a significant litigation, non-litigation or administrative dispute event with affirmative judgment or pending in court proceedings; where the result may have substantial impact on the shareholder’s equity or stock price, the merits of the dispute, claim amount, start date of the litigation, primary litigation parties, and the handling status up to the publication date of this annual report shall be disclosed:

The Company had a dispute over accounts with Taiwan Power Company. The case was filed and is currently pending in the court proceedings. Please refer to the notes in the financial statements for other cases.

  • (XIII)Other major risks and countermeasures: None.

VII. Other important matters: None.

192

Eight.Special Notes

I. Information on affiliated companies

(I) Organizational chart of affiliated companies

I.
Information on affiliated companies
(I) Organizational chart of affiliated companies
I.
Information on affiliated companies
(I) Organizational chart of affiliated companies
March 31, 2023; Unit: NTD thousand; shares
Name of affiliated company Relationship with
the Company
Shares held by the Company and
shareholding ratio
Actual amount
of investment
Shares of the Com-
pany held and
shareholdingratio
Shares Ratio Shares Ratio
Le Hua Investment Co.,Ltd. Subsidiary 2,000,000 100% 20,000
Luxe Solar EnergyCo.,Ltd. Subsidiary 500,000 100% 4,826
Sen-Hsin EnergyCo.,Ltd. Subsidiary 66,900,000 100% 660,000
Chin Lai International Development Co.,Ltd. Subsidiary 18,000,000 100% 202,320
Qun Li EnergyCo.,Ltd. Sub-subsidiary 2,900,000 100% 32,899
Kai Shih EnergyCo.,Ltd. Subsidiary 255 51% 2,550
Wan Chuan Construction Co.,Ltd. Subsidiary 6,300 52.5% 63,000

Luxe Green Energy Technology Co.,Ltd.

Le Hua Invest-
ment Co., Ltd.
Sen-Hsin En-
ergy Co., Ltd.
Chin Lai Interna-
tional Development
Kai Shih Energy
Co., Ltd.
Wan Chuan Construc-
tion Co.,Ltd.
Luxe Solar Energy
Qun Li Energy Co.,
Ltd.

(II) Basic information on affiliated companies

Unit: NT$‘000 Unit: NT$‘000 Unit: NT$‘000
Name of company Establishment
date
Address Paid-in capital Primary business or production item
Le Hua Investment Co., Ltd. January 15,
1999
7F.-1, No. 114, Chenggong Rd.,
North Dist.,TainanCity

20,000
Investment
Luxe Solar Energy Co., Ltd. July 21, 2005 Same as the above. 5,000 Self-usage power generation equip-
ment utilizingrenewable energy
Sen-Hsin Energy Co., Ltd. July 25, 2006 Same as the above. 669,000 Self-usage power generation equip-
ment utilizingrenewable energy
Chin Lai International Develop-
ment Co.,Ltd.
January 2, 2004 Same as the above. 180,000 Self-usage power generation equip-
ment utilizingrenewable energy
Qun Li Energy Co., Ltd. January 8, 2003 Same as the above. 29,000 Self-usage power generation equip-
ment utilizingrenewable energy
Kai Shih Energy Co., Ltd. 110.10.01 Same as the above. 5,000 Self-usage power generation equip-
ment utilizingrenewable energy
Wan Chuan Construction Co.,
Ltd.
104.10.16 Same as the above. 120,000
Comprehensive Construction Activ-
ities

(III) Information on the directors, supervisors, and presidents of the affiliated companies

Name of company Title Name or representative Shares held Shares held
Shares Shareholding ra-
tio
Le Hua Investment Co., Ltd. Chairman Luxe Green Energy Technology
Co., Ltd.
Representative: Chieh-JenChen
2,000,000
100%
Director Luxe Green Energy Technology
Co., Ltd.
Representative: Pin-Chun Chen
2,000,000
100%
Director Luxe Green Energy Technology
Co., Ltd.
Representative: Shih-Chang Chien
2,000,000
100%
Supervisor Luxe Green Energy Technology
Co., Ltd.
Representative: Chun-HsiangTeng
2,000,000
100%

193

Luxe Solar Energy Co., Ltd. Chairman Luxe Green Energy Technology
Co., Ltd.
Representative: Chieh-JenChen
500,000
100%
Director Luxe Green Energy Technology
Co., Ltd.
Representative:Lung-Fa Chen
500,000
100%
Director Luxe Green Energy Technology
Co., Ltd.
Representative: Chun-HsiangTeng
500,000
100%
Supervisor Luxe Green Energy Technology
Co., Ltd.
Representative:Pin-ChunChen
500,000
100%
Sen-Hsin Energy Co., Ltd. Chairman Luxe Green Energy Technology
Co., Ltd.
Representative: Lung-Fa Chen
25,900,000
100%
Director Luxe Green Energy Technology
Co., Ltd.
Representative:Te-Cheng Wang
25,900,000
100%
Director Luxe Green Energy Technology
Co., Ltd.
Representative:Pin-ChunChen
25,900,000
100%
Supervisor Luxe Green Energy Technology
Co., Ltd.
Representative: Chieh-Jen Chen
25,900,000
100%
Chin Lai International Development
Co., Ltd.
Chairman Luxe Green Energy Technology
Co., Ltd.
Representative: Chieh-JenChen
18,000,000
100%
Director Luxe Green Energy Technology
Co., Ltd.
Representative: Pin-Chun Chen
18,000,000
100%
Director Luxe Green Energy Technology
Co., Ltd.
Representative: Chun-HsiangTeng
18,000,000
100%
Supervisor Luxe Green Energy Technology
Co., Ltd.
Representative:Lung-Fa Chen
18,000,000
100%
Qun Li Energy Co., Ltd. Chairman Luxe Green Energy Technology
Co., Ltd.
Representative: Chieh-Jen Chen
2,900,000
100%
Director Luxe Green Energy Technology
Co., Ltd.
Representative:Pin-ChunChen
2,900,000
100%
Director Luxe Green Energy Technology
Co., Ltd.
Representative: Chun-HsiangTeng
2,900,000
100%
Supervisor Luxe Green Energy Technology
Co., Ltd.
Representative:Lung-Fa Chen
2,900,000
100%
Kai Shih Energy Co., Ltd. Chairman Luxe Green Energy Technology
Co., Ltd.
Representative: Chieh-JenChen
255
51%
Director Luxe Green Energy Technology
Co., Ltd.
Representative: Chiung-Fen Li
255
51%
Director Kai-WenCheng 245 49%
Supervisor Pin-ChunChen 0 0
Wan Chuan Construction Co., Ltd. Chairman Representative of Meiqi Interior
Decoration Engineering Co.,
Ltd:Yu-Han Chang
1,350,000
11.25%
Director GALACASTLECO.,LTD. 900,000 7.5%
Director JING HAO LANDSCAPE DE-
SIGN COMPANY LIMITED
1,350,000
11.25%
Director Luxe Green Energy Technology
Co., Ltd.
Representative: Chieh-JenChen
6,300,000
52.5%
Director Luxe Green Energy Technology
Co., Ltd.
Representative: Pin-Chun Chen
6,300,000
52.5%
Supervisor SPREADING INTERNATIONAL
LOGISTICS CORPORATION
900,000
7.5%

194

(IV) Operation overview of affiliated companies

(IV) Operation overview of affiliated companies (IV) Operation overview of affiliated companies (IV) Operation overview of affiliated companies (IV) Operation overview of affiliated companies (IV) Operation overview of affiliated companies (IV) Operation overview of affiliated companies (IV) Operation overview of affiliated companies (IV) Operation overview of affiliated companies (IV) Operation overview of affiliated companies
December 31, 2022Unit: NTD thousand
Name of company Capital Total assets Total liabili-
ties
Net worth Operating
revenue
Operating
income
Income in
current pe-
riod
(after tax)
Earnings per
share (NTD)
(after tax)
Le Hua Investment
Co., Ltd.

20,000
13,882 80 13,802 1 -148 -8,200 -4.1
Luxe Solar Energy
Co.,Ltd.
5,000 3,699 162 3,537 0 -182 -27 -0.05
Sen-Hsin Energy
Co., Ltd.
669,000 1,357,408 664,729 692,679 62,585 36,212 24,830 0.37
Chin Lai Interna-
tional Develop-
ment Co., Ltd.
180,000 312,093 114,912 197,181 48,835 22,571 16,311 0.90
Qun Li Energy
Co.,Ltd.
29,000 35,155 4,689 30,466 4,401 1,043 708 0.31
Kai Shih Energy
Co., Ltd.
5,000 7,034 661 6,373 4,380 1,869 1,535 0.37
Wan Chuan Con-
struction Co., Ltd.
120,000 191,428 71,238 120,190 94,183 3,943 2,969 0.025
  • II. Any private placement of securities in the most recent year and up to the publication date of this annual report: None.

  • III. Any holding and disposal of the Company’s shares by subsidiaries in the most recent year and up to the publication date of this annual report: None.

  • IV. Other required supplementary information: None.

  • V. Any of the matters stated in Article 36, Paragraph 2, Subparagraph 2 of the Securities and Exchange Act which may have significant impact on the shareholders’ equity or the price of the securities in the most recent year and up to the publication date of this annual report:

  • (I) Records or written statements made by any director or supervisor who expressed dissent to important resolutions adopted by the Board of Directors in the most recent year up to the publication date of this annual report: None.

  • (II) Major resolutions of the shareholders’ meetings and the Board of Directors in the most recent year up to the publication date of this annual report:

195

Major resolutions of the shareholders’ meetings and the Board of Directors: (summary; please refer to the information announced on MOPS for details)

I. Shareholders’meetings:
111.06.21


1. Ratification of the Company’s earnings distribution for 2021.
2. Ratification of the 2021 Business Report and financial statements of the Company.
3. Remuneration Committee appointment.
II. Board of Directors:
July 1, 2022 1. Election of new chairman and vice chairman of the Board of Directors.
2. Changing the use of funds of the follow-on offering in 2021.
3. Amendment to the Articles of Incorporation.
4. Application to the subsidiary, Sen-Hsin Energy Co., Ltd., for loans to meet the demands of
the business.
August 8,
2022
1. The company's greenhouse gas inventory and verification schedule planning.
2. Change of general manager.
3. Change of the company's English name.
4.Company name change of old stock for new stock.
5. 2022 ex-dividend basis and related matters.
November 7,
2022
1. Appointment of the Company's audit director.
2. Amendment to the Company's Articles of Incorporation.
3. Endorsement guarantee for the solar energy construction of the subsidiary Sen-Hsin Energy
Co., Ltd.
4. Bank financing loan.
5.2023 auditing plan.

196

(III) Implementation status of the internal control system

Luxe Green Energy Technology Co.,Ltd.

Statement on the Internal Control System

Date: February 21, 2023

Based on the result of the self-assessment with respect to the internal control system of the Company in 2022, we hereby declare the following:

  • I. The Company acknowledges that the Board of Directors and managerial managers are responsible for the establishment, implementation and maintenance of the internal control system, and we have established a system as such. The purpose is to provide reasonable assurance for achievement of the objectives concerning the effectiveness and efficiency of the operations (including profit, performance and protection of asset security), reliability, timeliness, transparency, and regulatory compliance of reporting, and compliance with applicable laws, regulations, and bylaws.

  • II. Any internal control system has its inherent limitations. No matter how well an internal control system is designed, it can only provide reasonable assurance regarding the achievement of the three aforementioned objectives. Moreover, the effectiveness of an internal control system may be altered as a result of changes in the environment and circumstances. However, our internal control system has a self-monitoring mechanism, and we take corrective actions immediately once a nonconformity is identified.

  • III. The Company judges the effectiveness of the design and operation of the internal control system with reference to the judgment items for such effectiveness as specified in the “Regulations Governing Establishment of Internal Control Systems by Public Companies” (hereinafter referred to as the “Regulations”). The internal control systems are divided into the following five constituent elements according to the management and control process in terms of the judgment items for the internal control system provided for in the “Regulations”:1. control environment; 2. risk assessment; 3. Control activities; 4. information and communications; and 5. monitoring activities. Each constituent element contains a number of items. Please refer to the provisions of the above-mentioned “Regulations”.

  • IV. The Company has adopted the aforementioned judgment items to examine the effectiveness of the design and implementation of our internal control system.

  • V. Based on the result of the aforementioned assessment, the Company finds that, as of December 31, 2022, the design and implementation of our internal control system (including supervision and management of subsidiaries) have worked well regarding the effectiveness and efficiency of the operation,the reliability, timeliness and transparency of reporting,and compliance with relevant rules and applicable laws and regulations, providing reasonable assurance that the above objectives have been achieved.

  • VI. The Statement will be the main part of the annual report and prospectus of the Company and publicly disclosed. If there is any misrepresentation, nondisclosure or other illegalities in the aforementioned disclosures, legal responsibilities specified in Articles 20, 32, 171 and 174 of the Securities and Exchange Act shall apply.

  • VII. The Statement was approved at the Board of Directors meeting on February 21, 2023. There were 10 directors present, all of whom approved the contents of the Statement, and none of them expressed dissent. This information is declared as an addition.

Luxe Green Energy Technology Co.,Ltd.

Chairman: Chieh-Jen Chen

President:Lient-Sung Chen

197

Luxe Green Energy Technology Co.,Ltd.

Chairman

Chieh-Jen Chen