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Mirle — Audit Report / Information 2023
Nov 27, 2023
52102_rns_2023-11-27_6269852e-dafb-455b-82b5-797cfb0e5f72.pdf
Audit Report / Information
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Mirle Automation Corporation
Parent Company Only Financial Statements for the Years Ended December 31, 2023 and 2022 and Independent Auditors’ Report
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INDEPENDENT AUDITORS’ REPORT
The Board of Directors and Shareholders Mirle Automation Corporation
Opinion
We have audited the accompanying financial statements of Mirle Automation Corporation (the “Corporation”), which comprise the balance sheets as of December 31, 2023 and 2022, and the statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Corporation as of December 31, 2023 and 2022, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Corporation in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the year ended December 31, 2023. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
The key audit matter of the Corporation’s financial statements for the year ended December 31, 2023 is described as follows:
Revenue recognition
Revenue from construction contract accounts for around 82% of total revenue of the Group and is the major revenue source. According to the IFRSs, the revenue recognition is subject to contracts approved by all parties with respective performance obligations satisfied.
As a contract or order may be initiated before it is confirmed, there is a risk that the amount of revenue recognized is overestimated; therefore, we considered the occurrence of the contract or order as a significant risk and deemed it as a key audit matter.
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We performed the following procedures to address the key audit matter:
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We understood the internal controls of the contracts and orders, and tested the operating effectiveness of these controls.
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We sample the recognized revenue from construction contracts and verified the occurrence of these contracts or orders.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Corporation’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Corporation or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Corporation’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
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Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Corporation’s internal control.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Corporation’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are
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based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Corporation to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Corporation to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements for the year ended December 31, 2023 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audits resulting in this independent auditors’ report are Ya-Yun Chang and Yu-Feng Huang.
Deloitte & Touche Taipei, Taiwan Republic of China
March 12, 2024
Notice to Readers
The accompanying financial statements are intended only to present the financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and financial statements shall prevail.
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MIRLE AUTOMATION CORPORATION
PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)
| ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 4, 6 and 26) Contract assets - current (Notes 4, 5, 20 and 27) Notes receivable (Notes 4, 8, 20 and 26) Accounts receivable (Notes 4, 8, 20 and 26) Receivables from related parties (Notes 4, 20, 26 and 27) Other receivables (Notes 4, 8 and 26) Other receivables from related parties (Notes 4, 26 and 27) Inventories (Notes 4, 5 and 9) Other current assets (Notes 4, 14 and 27) Total current assets NON-CURRENT ASSETS Financial assets at fair value through other comprehensive income - non-current (Notes 4, 7 and 26) Investments accounted for using the equity method (Notes 4 and 11) Property, plant and equipment (Notes 4, 11 and 27) Right-of-use assets (Notes 4 and 12) Other intangible assets (Notes 4, 13, 27 and 28) Deferred income tax assets (Notes 4 and 22) Prepayments for equipment Refundable deposits (Note 26) Other non-current assets (Notes 4 and 14) Total non-current assets TOTAL |
2023 Amount % $ 619,400 5 4,996,358 44 57,147 1 144,337 1 7,465 - 21,504 - 3,178 - 699,703 6 68,248 1 6,617,340 58 80,999 1 2,278,975 20 2,189,457 19 197,053 2 33,764 - 15,354 - 1,946 - 58,596 - 400 - 4,856,544 42 $ 11,473,884 100 |
2022 Amount % $ 1,012,010 8 4,717,201 39 7,799 - 124,027 1 16,167 - 60,242 1 1,349 - 1,388,228 11 65,907 1 7,392,930 61 55,422 - 2,037,581 17 2,261,804 19 225,180 2 53,056 - 16,023 - 2,335 - 99,511 1 - - 4,750,912 39 $ 12,143,842 100 |
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| LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term bank loans (Notes 15 and 26) Short-term bills payable (Notes 15 and 26) Contract liabilities - current (Notes 4, 5, 20 and 27) Notes payable (Note 26) Accounts payable (Note 26) Accounts payable to related parties (Notes 26 and 27) Current tax liabilities (Notes 4 and 22) Provisions - current (Notes 4 and 17) Lease liabilities - current (Notes 4, 12 and 26) Current portion of long-term bank loans (Notes 15 and 26) Accrued expenses and other current liabilities (Notes 16, 26 and 27) Total current liabilities NON-CURRENT LIABILITIES Long-term bank loans (Notes 15 and 26) Deferred income tax liabilities (Notes 4 and 22) Lease liabilities - non-current (Notes 4, 12 and 26) Net defined benefit liabilities - non-current (Notes 4 and 18) Guarantee deposits received (Notes 26 and 27) Other non-current liabilities (Notes 16 and 26) Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO SHAREHOLDERS OF THE CORPORATION (Notes 4 and 19) Share capital Ordinary shares Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Other equity Exchange differences on the translation of the financial statements of foreign operations Unrealized valuation gain on financial assets at fair value through other comprehensive income Total shareholders' equity TOTAL |
2023 Amount % $ 2,500,000 22 149,880 1 496,448 4 9,169 - 2,099,390 18 225,461 2 103,991 1 2,888 - 24,600 - 408,316 4 534,470 5 6,554,613 57 341,171 3 6,634 - 183,617 2 204,780 2 748 - 2,000 - 738,950 7 7,293,563 64 1,955,312 17 286,543 2 1,003,214 9 127,377 1 943,027 8 (145,183) (1) 10,031 - 4,180,321 36 $ 11,473,884 100 |
2022 | ||
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| Amount % $ 1,413,000 12 - - 1,006,218 8 33,231 - 2,602,273 21 115,627 1 117,239 1 10,174 - 25,794 - 464,723 4 609,293 5 6,397,572 52 936,988 8 11,140 - 209,735 2 260,524 2 271 - 4,000 - 1,422,658 12 7,820,230 64 1,955,312 16 270,290 2 953,456 8 167,859 2 1,104,072 9 (128,817) (1) 1,440 - 4,323,612 36 $ 12,143,842 100 |
The accompanying notes are an integral part of the parent company only financial statements.
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MIRLE AUTOMATION CORPORATION
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| NET SALES (Notes 4, 20 and 27) OPERATING COSTS (Notes 4, 9, 21 and 27) GROSS PROFIT UNREALIZED GAIN ON TRANSACTIONS WITH SUBSIDIARIES AND ASSOCIATES REALIZED GAIN ON TRANSACTIONS WITH SUBSIDIARIES AND ASSOCIATES REALIZED GROSS PROFIT OPERATING EXPENSES (Notes 21 and 27) Selling and marketing expenses General and administrative expenses Research and development expenses Expected credit loss (gain) (Note 8) Total operating expenses OTHER OPERATING INCOME AND EXPENSES (Note 21) PROFIT FROM OPERATIONS NONOPERATING INCOME AND EXPENSES Interest income (Note 21) Other income (Notes 13, 21 and 27) Other gains and losses (Notes 21 and 27) Finance costs (Note 21) Share of profit (loss) of subsidiaries and associates (Note 10) Foreign exchange (loss) gain, net (Note 30) Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Notes 4 and 22) NET PROFIT FOR THE YEAR |
2023 Amount % $ 7,589,562 100 6,278,688 82 1,310,874 18 (72,436) (1) - - 1,238,438 17 253,727 3 447,485 6 430,123 6 77,455 1 1,208,790 16 10,811 - 40,459 1 10,727 - 27,342 - (10,448) - (50,810) (1) 202,600 3 (7,084) - 172,327 2 212,786 3 37,815 - 174,971 3 |
2022 | ||
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| Amount % $ 9,075,402 100 7,412,619 82 1,662,783 18 - - 420 - 1,663,203 18 433,941 5 446,456 5 430,994 4 (1,047) - 1,310,344 14 (2,843) - 350,016 4 3,228 - 20,501 - (15,146) - (22,167) - (6,763) - 248,796 3 228,449 3 578,465 7 63,741 1 514,724 6 |
(Continued)
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MIRLE AUTOMATION CORPORATION
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| OTHER COMPREHENSIVE INCOME (LOSS) (Notes 18, 19 and 26) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans Unrealized gain on investments in equity instruments at fair value through other comprehensive income Items that may be reclassified subsequently to profit or loss: Exchange differences on translation of the financial statements of foreign operations Other comprehensive income for the year TOTAL COMPREHENSIVE INCOME FOR THE YEAR EARNINGS PER SHARE (Note 23) Basic Diluted |
2023 Amount % $ 25,216 - 8,591 - (16,366) - 17,441 - $ 192,412 3 $ 0.89 $ 0.89 |
2022 | ||
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| Amount % $ (17,138) - 8,485 - 31,997 - 23,344 - $ 538,068 6 $ 2.63 $ 2.63 |
The accompanying notes are an integral part of the parent company only financial statements. (Concluded)
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MIRLE AUTOMATION CORPORATION
PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)
| BALANCE, JANUARY 1, 2022 Appropriation of 2021 earnings Legal reserve Special reserve Cash dividends distributed by the Corporation - 22% Other changes in capital surplus Changes in percentage of ownership interests in subsidiaries Changes in capital surplus from investments in associates accounted for using the equity method Net profit for the year ended December 31, 2022 Other comprehensive (loss) income for the year ended December 31, 2022 Total comprehensive income for the year ended December 31, 2022 BALANCE, DECEMBER 31, 2022 Appropriation of 2022 earnings Legal reserve Cash dividends distributed by the Corporation - 18% Reversal of special reserve Other changes in capital surplus Changes in capital surplus from investments in associates accounted for using the equity method Net profit for the year ended December 31, 2023 Other comprehensive income (loss) for the year ended December 31, 2023 Total comprehensive income for the year ended December 31, 2023 BALANCE, DECEMBER 31, 2023 |
Share Capital Shares (In Thousands) Amount 195,531 $ 1,955,312 - - - - - - - - - - - - - - - - 195,531 1,955,312 - - - - - - - - - - - - - - 195,531 $ 1,955,312 |
Capital Surplus | Capital Surplus | Total $ 254,964 - - - 10 15,316 - - - 270,290 - - - 16,253 - - - $ 286,543 |
Retained Earnings | Total $ 2,157,970 - - (430,169 ) - - 514,724 (17,138) 497,586 2,225,387 - (351,956 ) - - 174,971 25,216 200,187 $ 2,073,618 |
Other Equity Unrealized Exchange Valuation Differences on (Loss) Gain on Translation Financial Assets of the Financial at Fair Value Statements of Through Other Foreign Comprehensive Operations Income $ (160,814 ) $ (7,045 ) - - - - - - - - - - - - 31,997 8,485 31,997 8,485 (128,817 ) 1,440 - - - - - - - - - - (16,366) 8,591 (16,366) 8,591 $ (145,183) $ 10,031 |
Total Equity $ 4,200,387 - - (430,169 ) 10 15,316 514,724 23,344 538,068 4,323,612 - (351,956 ) - 16,253 174,971 17,441 192,412 $ 4,180,321 |
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| Equity Component of Convertible Bonds Issued by the Corporation $ 234,579 - - - - - - - - 234,579 - - - - - - - $ 234,579 |
Investments Accounted for Using the Equity Method $ 1,235 - - - 10 15,316 - - - 16,561 - - - 16,253 - - - $ 32,814 |
Treasury Shares Transactions $ 19,150 - - - - - - - - 19,150 - - - - - - - $ 19,150 |
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| Shares (In Thousands) 195,531 - - - - - - - - 195,531 - - - - - - - 195,531 |
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| Unappropriated Legal Reserve Special Reserve Earnings $ 902,775 $ 152,050 $ 1,103,145 50,681 - (50,681 ) - 15,809 (15,809 ) - - (430,169 ) - - - - - - - - 514,724 - - (17,138) - - 497,586 953,456 167,859 1,104,072 49,758 - (49,758 ) - - (351,956 ) - (40,482 ) 40,482 - - - - - 174,971 - - 25,216 - - 200,187 $ 1,003,214 $ 127,377 $ 943,027 |
The accompanying notes are an integral part of the parent company only financial statements.
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MIRLE AUTOMATION CORPORATION
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Profit before income tax Adjustments for: Depreciation expenses Amortization expenses Expected credit loss recognized (reversed) on trade receivables Net gain on fair value changes of financial assets at fair value through profit or loss Finance costs Interest income Share of (gain) loss of subsidiaries and associates (Gain) loss on disposal of property, plant and equipment Reclassify property, plant and equipment as expenses Write-down of inventories Unrealized gain on transactions with subsidiaries and associates Realized gain on transactions with subsidiaries and associates Net loss (gain) on foreign currency exchange Changes in operating assets and liabilities Contract assets Notes receivable Accounts receivable Receivable from related parties Other receivables Other receivables - related parties Inventories Other current assets Contract liabilities Notes payable Accounts payable Accounts payable to related parties Provisions Accrued expenses and other current liabilities Net defined benefit liabilities Cash used in operations Income tax paid Net cash used in operating activities CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of financial assets at fair value through other comprehensive income Cash returns from capital reduction of investments in financial assets at fair value through other comprehensive income Acquisition of financial assets at fair value through profit or loss Disposal of financial assets at fair value through profit or loss |
2023 $ 212,786 140,196 24,252 77,455 - 50,810 (10,727) (202,600) (10,811) 1,010 20,300 72,436 - 22,532 (292,618) (49,602) (99,062) 8,702 38,739 (780) 668,225 (2,341) (509,770) (24,062) (495,469) 111,716 (7,286) (73,643) (30,528) (360,140) (54,900) (415,040) (27,840) 10,854 - - |
2022 $ 578,465 127,321 30,892 (1,047) (106) 22,167 (3,228) 6,763 2,843 49 7,500 - (420) (168,081) (2,025,147) 4,117 202,427 11,563 37,864 (729) (230,621) 5,390 (251,604) (18,732) 242,851 88,951 (514) (69,611) (59,559) (1,460,236) (100,375) (1,560,611) - 1,760 (100,000) 200,184 (Continued) |
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MIRLE AUTOMATION CORPORATION
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)
| Acquisition of Investments accounted for using the equity method Acquisition of property, plant and equipment Disposal of property, plant and equipment Increase in refundable deposits Decrease in refundable deposits Increase in other receivables from related parties Decrease in other receivables from related parties Acquisition of intangible assets Increase in other non-current assets Decrease in prepayments for equipment Interest received Dividends received from subsidiaries Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase in short-term bank loans Decrease in short-term bank loans Increase in short-term bills payable Decrease in short-term bills payable Proceeds from long-term bank loans Repayments of long-term bank loans Increase in guarantee deposits received Decrease in guarantee deposits received Repayment of the principal portion of lease liabilities Dividends paid Interest paid Net cash generated from financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES NET DECREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR |
2023 $ (119,995) (73,185) 38,641 - 40,915 (1,049) - (4,960) (400) 389 10,750 8,652 (117,228) 9,551,000 (8,464,000) 599,251 (450,000) - (652,224) 477 - (25,792) (351,956) (49,596) 157,160 (17,502) (392,610) 1,012,010 $ 619,400 |
2022 $ (30,100) (472,612) 5,432 (10,679) - - 10,110 (37,474) - 22,711 2,941 4,042 (403,685) 3,113,000 (2,000,000) - - 228,960 (58,616) - (27) (25,840) (430,169) (21,176) 806,132 60,034 (1,098,130) 2,110,140 $ 1,012,010 |
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The accompanying notes are an integral part of the parent company only financial statements.
(Concluded)
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NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
MIRLE AUTOMATION CORPORATION
1. GENERAL INFORMATION
Mirle Automation Corporation (the “Corporation”) was incorporated in Hsinchu Science Industrial Park, Republic of China (ROC) on February 2, 1989 and commenced business on March 16, 1989. The Corporation is mainly engaged in the business of automation equipment systems and its components, various parking facilities, medical equipment and the design, development, production and sale of the automation equipment used in these products, and also provides after-sales services for the products. The Corporation is also engaged in the leasing business and develops and sells software and databases that are used in automation equipment. Moreover, the Corporation also provides construction planning, installation, consulting and maintenance services for the above products.
The Corporation’s shares were listed and have been trading on the Taiwan Stock Exchange (TWSE) since September 2001.
The parent company only financial statements are presented in the Corporation’s functional currency, the New Taiwan dollar.
2. APPROVAL OF FINANCIAL STATEMENTS
The parent company only financial statements were approved by the board of directors and authorized for issue on March 12, 2024.
3. APPLICATION OF NEW, AMENDED AND REVISED STANDARDS AND INTERPRETATIONS
- a. Initial application of the amendments to the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) (collectively, the “IFRS Accounting Standards”) endorsed and issued into effect by the Financial Supervisory Commission (FSC)
The initial application of the IFRS Accounting Standards endorsed and issued into effect by the FSC did not have material impact on the Corporation’s accounting policies.
- b. The IFRS Accounting Standards endorsed by the FSC for application starting from 2024
| New, Amended and Revised Standards and Interpretations Amendments to IFRS 16 “Leases Liability in a Sale and Leaseback” Amendments to IAS 1 “Classification of Liabilities as Current or Non-current” Amendments to IAS 1 “Non-current Liabilities with Covenants” Amendments to IAS 7 and IFRS 7 “Supplier Finance Arrangements” |
Effective Date Announced by IASB (Note 1) |
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| January 1, 2024 (Note 2) January 1, 2024 January 1, 2024 January 1, 2024 (Note 3) |
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Note 1: Unless stated otherwise, the above IFRS Accounting Standards are effective for annual reporting periods beginning on or after their respective effective dates.
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Note 2: A seller-lessee shall apply the Amendments to IFRS 16 retrospectively to sale and leaseback transactions entered into after the date of initial application of IFRS 16.
Note 3: The amendments provide some transition relief regarding disclosure requirements.
As of the date the parent company only financial statements were authorized for issue, the Corporation has assessed that the application of the above standards and interpretations will not have a material impact on the Corporation’s financial position and financial performance.
- c. The IFRS Accounting Standards in issue but not yet endorsed and issued into effect by the FSC
| New, Amended and Revised Standards and Interpretations Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets between an Investor and its Associate or Joint Venture” IFRS 17 “Insurance Contracts” Amendments to IFRS 17 Amendments to IFRS 17 “Initial Application of IFRS 9 and IFRS 17 - Comparative Information” Amendments to IAS 21 “Lack of Exchangeability” |
Effective Date Announced by IASB (Note 1) |
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| To be determined by IASB January 1, 2023 January 1, 2023 January 1, 2023 January 1, 2025 (Note 2) |
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Note 1: Unless stated otherwise, the above IFRS Accounting Standards are effective for annual reporting periods beginning on or after their respective effective dates.
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Note 2: An entity shall apply those amendments for annual reporting periods beginning on or after January 1, 2025. Upon initial application of the amendments, the entity recognizes any effect as an adjustment to the opening balance of retained earnings. When the entity uses a presentation currency other than its functional currency, it shall, at the date of initial application, recognize any effect as an adjustment to the cumulative amount of translation differences in equity.
As of the date the parent company only financial statements were authorized for issue, the Corporation is continuously assessing the possible impact that the application of the above standards and interpretations will have on the Corporation’s financial position and financial performance and will disclose the relevant impact when the assessment is completed.
4. SUMMARY OF MATERIAL ACCOUNTING POLICY INFORMATION
- a. Statement of compliance
The parent company only financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
- b. Basis of preparation
The parent company only financial statements have been prepared on the historical cost basis except for financial instruments which are measured at fair value and net defined benefit liabilities which are measured at the present value of the defined benefit obligation less the fair value of plan assets.
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The fair value measurements, which are grouped into Levels 1 to 3 based on the degree to which the fair value measurement inputs are observable and based on the significance of the inputs to the fair value measurement in its entirety, are described as follows:
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1) Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities;
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2) Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for an asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and
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3) Level 3 inputs are unobservable inputs for an asset or liability.
When preparing these parent company only financial statements, the Corporation used the equity method to account for its investment in subsidiaries and associates. In order for the amounts of the net profit for the period, other comprehensive income for the year and total equity in the parent company only financial statements to be the same with the amounts attributable to the shareholders of the Corporation in its consolidated financial statements, adjustments arising from the differences in accounting treatments between the parent company only basis and the consolidated basis were made to investments accounted for using the equity method, the share of profit or loss of subsidiaries and associates, the share of other comprehensive income (loss) of subsidiaries and associates and the related equity items, as appropriate, in these parent company only financial statements.
- c. Classification of current and non-current assets and liabilities
Current assets include:
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Assets held primarily for the purpose of trading;
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Assets expected to be realized within 12 months after the reporting period; and
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Cash and cash equivalents unless the asset is restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period.
Current liabilities include:
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Liabilities held primarily for the purpose of trading;
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Liabilities due to be settled within 12 months after the reporting period; and
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Liabilities for which the Corporation does not have an unconditional right to defer settlement for at least 12 months after the reporting period.
Assets and liabilities that are not classified as current are classified as non-current.
The Corporation is engaged in the construction business, which has an operating cycle of over 1 year. The normal operating cycle applies when considering the classification of the Corporation’s construction-related assets and liabilities.
- d. Foreign currencies
In preparing the Corporation’s financial statements, transactions in currencies other than the Corporation’s functional currency (i.e., foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions.
At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Exchange differences on monetary items arising from settlement or translation are recognized in profit or loss in the period in which they arise.
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Non-monetary items denominated in foreign currencies that are measured at fair value are retranslated at the rates prevailing at the date when the fair value is determined. Exchange differences arising from the retranslation of non-monetary items are included in profit or loss for the period except for exchange differences arising from the retranslation of non-monetary items in respect of which gains and losses are recognized directly in other comprehensive income; in which cases, the exchange differences are also recognized directly in other comprehensive income.
Non-monetary item denominated in a foreign currency and measured at historical cost is stated at the reporting currency as originally translated from the foreign currency.
For the purpose of presenting parent company only financial statements, the financial statements of the Corporation’s foreign operations (including subsidiaries and associates in other countries) that are prepared using functional currencies which are different from the currency of the Corporation are translated into the presentation currency, the New Taiwan dollar, as follows: Assets and liabilities are translated at the exchange rates prevailing at the end of the reporting period; and income and expense items are translated at the average exchange rates for the period. The resulting currency translation differences are recognized in other comprehensive income.
e. Inventories
Inventories consist of raw materials, supplies, finished goods and work in progress and are stated at the lower of cost or net realizable value. Inventory write-downs are made by item, except where it may be appropriate to group similar or related items. The net realizable value is the estimated selling price of inventories less all estimated costs of completion and costs necessary to make the sale. Inventories are recorded at the weighted-average cost on the balance sheet date.
f. Investments in subsidiaries
The Corporation uses the equity method to account for its investments in subsidiaries.
A subsidiary is an entity that is controlled by the Corporation.
Under the equity method, an investment in subsidiary is initially recognized at cost and adjusted thereafter to recognize the Corporation’s share of the profit or loss and other comprehensive income of the subsidiary. The Corporation also recognizes the changes in the Corporation’s share of equity of subsidiaries.
Changes in the Corporation’s ownership interest in a subsidiary that do not result in the Corporation losing control of the subsidiary are accounted for as equity transactions. The Corporation recognizes directly in equity any difference between the carrying amount of the investment and the fair value of the consideration paid or received.
Any excess of the cost of acquisition over the Corporation’s share of the net fair value of the identifiable assets and liabilities of a subsidiary that constitutes a business at the date of acquisition is recognized as goodwill, which is included within the carrying amount of the investment and is not amortized. Any excess of the Corporation’s share of the net fair value of the identifiable assets and liabilities of a subsidiary that constitutes a business over the cost of acquisition is recognized immediately in profit or loss.
The Corporation assesses its investment for any impairment by comparing the carrying amount with the estimated recoverable amount as assessed based on the investee’s financial statements as a whole. Impairment loss is recognized when the carrying amount exceeds the recoverable amount. If the recoverable amount of the investment subsequently increases, the Corporation recognizes a reversal of the impairment loss; the adjusted post-reversal carrying amount should not exceed the carrying amount that would have been recognized (net of amortization or depreciation) had no impairment loss been
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recognized in prior years. An impairment loss recognized on goodwill cannot be reversed in a subsequent period.
Profit or loss resulting from downstream transactions is eliminated in full only in the parent company only financial statements. Profit or loss resulting from upstream transactions and transactions between subsidiaries is recognized only in the parent company only financial statements and only to the extent of interests in the subsidiaries that are not related to the Corporation.
- g. Investments in associates
An associate is an entity over which the Corporation has significant influence and which is neither a subsidiary nor an interest in a joint venture.
The Corporation uses the equity method to account for its investments in associates.
Under the equity method, investments in associates are initially recognized at cost and adjusted thereafter to recognize the Corporation’s share of the profit or loss and other comprehensive income of the associate. The Corporation also recognizes the changes in the Corporation’s share of the equity of associates.
When the Corporation subscribes for additional new shares of an associate at a percentage different from its existing ownership percentage, the resulting carrying amount of the investment differs from the amount of the Corporation’s proportionate interest in the associate. The Corporation records such a difference as an adjustment to investments with the corresponding amount charged or credited to capital surplus - changes in capital surplus from investments in associates accounted for using the equity method. If the Corporation’s ownership interest is reduced due to its additional subscription of the new shares of the associate, the proportionate amount of the gains or losses previously recognized in other comprehensive income in relation to that associate is reclassified to profit or loss on the same basis as would be required had the investee directly disposed of the related assets or liabilities. When the adjustment should be debited to capital surplus, but the capital surplus recognized from investments accounted for using the equity method is insufficient, the shortage is debited to retained earnings.
The entire carrying amount of an investment (including goodwill) is tested for impairment as a single asset by comparing its recoverable amount with its carrying amount. Any impairment loss recognized is not allocated to any asset, including goodwill, that forms part of the carrying amount of the investment. Any reversal of that impairment loss is recognized to the extent that the recoverable amount of the investment subsequently increases.
When the Corporation transacts with its associate, profits and losses resulting from the transactions with the associate are recognized in the Corporation’s parent company only financial statements only to the extent of interests in the associate that are not related to the Corporation.
h. Property, plant and equipment
Property, plant and equipment are initially measured at cost and subsequently measured at cost less accumulated depreciation and accumulated impairment loss.
Property, plant and equipment in the course of construction are measured at cost less any recognized impairment loss. Cost includes professional fees and borrowing costs eligible for capitalization. Such assets are depreciated and classified to the appropriate categories of property, plant and equipment when completed and ready for their intended use.
Except for freehold land which is not depreciated, the depreciation of property, plant and equipment is recognized using the straight-line method. Each significant part is depreciated separately. The estimated useful lives, residual values and depreciation methods are reviewed at the end of each reporting period, with the effects of any changes in the estimates accounted for on a prospective basis.
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On derecognition of an item of property, plant and equipment, the difference between the net disposal proceeds and the carrying amount of the asset is recognized in profit or loss.
-
i. Intangible assets
-
1) Intangible assets acquired separately
Intangible assets with finite useful lives that are acquired separately are initially measured at cost and subsequently measured at cost less accumulated amortization and accumulated impairment loss. Amortization is recognized on a straight-line basis. The estimated useful lives, residual values, and amortization methods are reviewed at the end of each reporting period, with the effect of any changes in the estimates accounted for on a prospective basis.
When the Corporation has a right to charge for the usage of concession infrastructure (as a consideration for providing construction services in a service concession arrangement), it recognizes this as an intangible asset. The intangible asset is subsequently measured at cost less accumulated amortization and any accumulated impairment loss.
- 2) Internally-generated intangible assets - research and development expenditures
Expenditures on research activities are recognized as expenses in the period in which they are incurred.
- 3) Derecognition of intangible assets
On derecognition of an intangible asset, the difference between the net disposal proceeds and the carrying amount of the asset is recognized in profit or loss.
- j. Impairment of property, plant and equipment, right-of-use assets, intangible assets and assets related to contract costs
At the end of each reporting period, the Corporation reviews the carrying amounts of its property, plant and equipment, right-of-use assets and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. When it is not possible to estimate the recoverable amount of an individual asset, the Corporation estimates the recoverable amount of the cash-generating unit to which the asset belongs. Corporate assets are allocated to the individual cash-generating units on a reasonable and consistent basis of allocation.
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 estimated to be less than its carrying amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount, with the resulting impairment loss recognized in profit or loss.
Before the Corporation recognizes an impairment loss from assets related to contract costs, any impairment loss on inventories and property, plant and equipment related to the contract applicable under IFRS 15 shall be recognized in accordance with applicable standards. Then, impairment loss from the assets related to the contract costs is recognized to the extent that the carrying amount of the assets exceeds the remaining amount of consideration that the Corporation expects to receive in exchange for related goods or services less the costs which relate directly to providing those goods or services and which have not been recognized as expenses. The assets related to the contract costs are then included in the carrying amount of the cash-generating unit to which they belong for the purpose of evaluating impairment of that cash-generating unit.
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When an impairment loss is subsequently reversed, the carrying amount of the corresponding asset, cash-generating unit or assets related to contract costs is increased to the revised estimate of its recoverable amount, but only to the extent of the carrying amount that would have been determined had no impairment loss been recognized on the asset, cash-generating unit or assets related to contract costs in prior years. A reversal of an impairment loss is recognized in profit or loss.
- k. Financial instruments
Financial assets and financial liabilities are recognized when the Corporation becomes a party to the contractual provisions of the instruments.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issuance of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss (FVTPL)) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at FVTPL are recognized immediately in profit or loss.
1) Financial assets
All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.
- a) Measurement categories
Financial assets are classified into the following categories: Financial assets at FVTPL, financial assets at amortized cost and investments in equity instruments at fair value through other comprehensive income (FVTOCI).
- i. Financial assets at FVTPL
Financial assets are classified as at FVTPL when such financial assets are mandatorily classified at FVTPL. Financial assets mandatorily classified as at FVTPL include investments in equity instruments which are not designated as at FVTOCI.
Financial assets at FVTPL are subsequently measured at fair value, and any dividends or interest earned on such financial assets are recognized in other income and interest income, respectively; any remeasurement gains or losses on such financial assets are recognized in other gains or losses. Fair value is determined in the manner described in Note 26: Financial Instruments.
- ii. Financial assets at amortized cost
Financial assets that meet the following conditions are subsequently measured at amortized cost:
-
i) The financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and
-
ii) The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
Subsequent to initial recognition, financial assets at amortized cost, including cash and cash equivalents, notes receivable, accounts receivable, other receivables and refundable deposits are measured at amortized cost, which equals the gross carrying amount determined using
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the effective interest method less any impairment loss. Exchange differences are recognized in profit or loss.
Interest income is calculated by applying the effective interest rate to the gross carrying amount of such a financial asset, except for:
-
i) Purchased or originated credit-impaired financial asset, for which interest income is calculated by applying the credit-adjusted effective interest rate to the amortized cost of such financial assets; and
-
ii) Financial asset that is not credit impaired on purchase or origination but has subsequently become credit impaired, for which interest income is calculated by applying the effective interest rate to the amortized cost of such financial assets in subsequent reporting periods.
-
A financial asset is credit impaired when one or more of the following events have occurred:
-
i) Significant financial difficulty of the issuer or the borrower;
-
ii) Breach of contract, such as a default;
-
iii) It is becoming probable that the borrower will enter bankruptcy or undergo a financial reorganization; or
-
iv) The disappearance of an active market for that financial asset because of financial difficulties.
Cash equivalents include time deposits with original maturities within 1 year from the date of acquisition, which are highly liquid, readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. These cash equivalents are held for the purpose of meeting short-term cash commitments.
- iii. Investments in equity instruments at FVTOCI
On initial recognition, the Corporation may make an irrevocable election to designate investments in equity instruments as at FVTOCI. Designation as at FVTOCI is not permitted if the equity investment is held for trading or if it is contingent consideration recognized by an acquirer in a business combination.
Investments in equity instruments at FVTOCI are subsequently measured at fair value with gains and losses arising from changes in fair value recognized in other comprehensive income and accumulated in other equity. The cumulative gain or loss will not be reclassified to profit or loss on disposal of the equity investments; instead, it will be transferred to retained earnings.
Dividends on these investments in equity instruments are recognized in profit or loss when the Corporation’s right to receive the dividends is established, unless the dividends clearly represent a recovery of part of the cost of the investment.
- b) Impairment of financial assets and contract assets
The Corporation recognizes a loss allowance for expected credit losses on financial assets at amortized cost (including accounts receivable), as well as contract assets.
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The Corporation always recognizes lifetime expected credit losses (ECLs) for accounts receivable and contract assets. For all other financial instruments, the Corporation recognizes lifetime ECLs when there has been a significant increase in credit risk since initial recognition. If, on the other hand, the credit risk on a financial instrument has not increased significantly since initial recognition, the Corporation measures the loss allowance for that financial instrument at an amount equal to 12-month ECLs.
Expected credit losses reflect the weighted average of credit losses with the respective risks of default occurring as the weights. Lifetime ECLs represent the expected credit losses that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-month ECLs represent the portion of lifetime ECLs that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date.
For internal credit risk management purposes, the Corporation considers the following situations as indications that a financial asset is in default (without taking into account any collateral held by the Corporation):
-
i. Internal or external information shows that the debtor is unlikely to pay its creditors.
-
ii. Financial asset is more than 90 days past due unless the Corporation has reasonable and corroborative information to support a more lagged default criterion.
The impairment loss of all financial assets is recognized in profit or loss by a reduction in their carrying amounts through a loss allowance account.
- c) Derecognition of financial assets
The Corporation derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party.
On derecognition of a financial asset at amortized cost in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss. On derecognition of an investment in an equity instrument at FVTOCI, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss, and the cumulative gain or loss which had been recognized in other comprehensive income is transferred directly to retained earnings, without recycling through profit or loss.
2) Equity instruments
Equity instruments issued by the Corporation are classified as equity in accordance with the substance of the contractual arrangements and the definitions of an equity instrument.
Equity instruments issued by the Corporation are recognized at the proceeds received, net of direct issue costs.
-
3) Financial liabilities
-
a) Subsequent measurement
All financial liabilities are measured at amortized cost using the effective interest method.
-
18 -
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b) Derecognition of financial liabilities
The difference between the carrying amount of a financial liability derecognized and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.
- l. Provisions
Provisions are measured at the best estimate of the discounted cash flows of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation.
Warranties
Provisions for the expected cost of warranty obligations to assure that products comply with agreed-upon specifications are recognized on the date of sale of the relevant products at the best estimate by the management of the Corporation of the expenditures required to settle the Corporation’s obligations.
- m. Revenue recognition
The Corporation identifies contracts with customers, allocates the transaction price to the performance obligations and recognizes revenue when performance obligations are satisfied.
For contracts where the period between the date on which the Corporation transfers a promised good or service to a customer and the date on which the customer pays for that good or service is one year or less, the Corporation does not adjust the promised amount of consideration for the effects of a significant financing component.
- 1) Revenue from the sale of goods
Revenue from the sale of goods comes from sales of information products. The Corporation recognizes income and accounts receivable in accordance with the terms stated in the contract.
The Corporation does not recognize revenue on materials delivered to subcontractors because this delivery does not involve a transfer of control.
- 2) Revenue from the rendering of services
As the Corporation provides hardware and software installation services, customers simultaneously receive and consume the benefits provided by the Corporation’s performance. Consequently, the related revenue is recognized when services are rendered.
- 3) Construction contract revenue
Customers control properties while the construction is in progress; thus, the Corporation recognizes revenue over time. The Corporation measures the progress on the basis of costs incurred relative to the total expected costs as there is a direct relationship between the costs incurred and the progress of satisfying the performance obligations. Contract assets are recognized during the construction and are reclassified to accounts receivable at the point at which the customer is invoiced. If the milestone payments exceed the revenue recognized to date, then the Corporation recognizes contract liabilities for the difference. Certain payments, which are retained by the customer as specified in the contract, are intended to ensure that the Corporation adequately completes all of its contractual obligations. Such retention receivables are recognized as contract assets until the Corporation satisfies its performance obligations.
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When the outcome of a performance obligation cannot be reasonably measured, contract revenue is recognized only to the extent of contract costs incurred in satisfying the performance obligation for which recovery is expected.
- n. Leases
At the inception of a contract, the Corporation assesses whether the contract is, or contains, a lease.
1) The Corporation as lessor
Leases are classified as finance leases whenever the terms of a lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.
Lease payments (less any lease incentives payable) from operating leases are recognized as income on a straight-line basis over the terms of the relevant leases. Initial direct costs incurred in obtaining operating leases are added to the carrying amounts of the underlying assets and recognized as expenses on a straight-line basis over the lease terms.
2) The Corporation as lessee
The Corporation recognizes right-of-use assets and lease liabilities for all leases at the commencement date of a lease, except for short-term leases and low-value asset leases accounted for by applying a recognition exemption where lease payments are recognized as expenses on a straight-line basis over the lease terms.
Right-of-use assets are initially measured at cost, which comprises the initial measurement of lease liabilities adjusted for lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs needed to restore the underlying assets, and less any lease incentives received. Right-of-use assets are subsequently measured at cost less accumulated depreciation and impairment losses and adjusted for any remeasurement of the lease liabilities. Right-of-use assets are presented on a separate line in the parent company only balance sheets.
Right-of-use assets are depreciated using the straight-line method from the commencement dates to the earlier of the end of the useful lives of the right-of-use assets or the end of the lease terms.
Lease liabilities are initially measured at the present value of the lease payments, which comprise fixed payments, variable lease payments which depend on an index or a rate. The lease payments are discounted using the interest rate implicit in a lease, if that rate can be readily determined. If that rate cannot be readily determined, the lessee’s incremental borrowing rate will be used.
Subsequently, lease liabilities are measured at amortized cost using the effective interest method, with interest expense recognized over the lease terms. When there is a change in future lease payments resulting from a change in an index or a rate used to determine those payments, the Corporation remeasures the lease liabilities with a corresponding adjustment to the right-of-use-assets. However, if the carrying amount of the right-of-use assets is reduced to zero, any remaining amount of the remeasurement is recognized in profit or loss. For a lease modification that is not accounted for as a separate lease, the Corporation accounts for the remeasurement of the lease liability by (a) decreasing the carrying amount of the right-of-use asset of lease modifications that decreased the scope of the lease, and recognizing in profit or loss any gain or loss on the partial or full termination of the lease; (b) making a corresponding adjustment to the right-of-use asset of all other lease modifications. Lease liabilities are presented on a separate line in the parent company only balance sheets.
o. Borrowing costs
All borrowing costs are recognized in profit or loss in the period in which they are incurred.
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p. Government grants
Government grants are not recognized until there is reasonable assurance that the Corporation will comply with the conditions attached to them and that the grants will be received.
Government grants related to income are recognized as a reduction of the related costs and expenses or in other income on a systematic basis over the periods in which the Corporation recognizes as expenses the related costs that the grants intend to compensate. Specifically, government grants whose primary condition is that the Corporation should purchase, construct or otherwise acquire non-current assets are recognized as deferred revenue and transferred to profit or loss on a systematic and rational basis over the useful lives of the related assets.
Government grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the Corporation with no future related costs are recognized in profit or loss in the period in which they are received.
-
q. Employee benefits
-
1) Short-term employee benefits
Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related services.
2) Retirement benefits
Payments to defined contribution retirement benefit plans are recognized as expenses when employees have rendered services entitling them to the contributions.
Defined benefit costs (including service cost, net interest and remeasurement) under defined benefit retirement benefit plans are determined using the projected unit credit method. Service cost (including current service cost) and net interest on the net defined benefit liabilities (assets) are recognized as employee benefits expense in the period in which they occur. Remeasurement, comprising actuarial gains and losses and the return on plan assets (excluding interest), is recognized in other comprehensive income in the period in which it occurs. Remeasurement recognized in other comprehensive income is reflected immediately in retained earnings and will not be reclassified to profit or loss.
Net defined benefit liabilities (assets) represent the actual deficit (surplus) in the Corporation’s defined benefit plans. Any surplus resulting from this calculation is limited to the present value of any refunds from the plans or reductions in future contributions to the plans.
- 3) Termination benefits
A liability for a termination benefit is recognized at the earlier of when the Corporation can no longer withdraw the offer of the termination benefit and when the Corporation recognizes any related restructuring costs.
- r. Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
- 1) Current tax
According to the Income Tax Law in the ROC, an additional tax on unappropriated earnings is provided for in the year the shareholders approve to retain earnings.
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Adjustments of prior years’ tax liabilities are added to or deducted from the current year’s tax provision.
- 2) Deferred tax
Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities and the corresponding tax bases used in the computation of taxable profit.
Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences, and research and development expenditures to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized.
Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries and associates, except where the Corporation is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are recognized only to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits of the temporary differences and such temporary differences are expected to reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the assets to be recovered. A previously unrecognized deferred tax asset is also reviewed at the end of each reporting period and recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.
Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liabilities are settled or the assets are realized, based on tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Corporation expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
- 3) Current and deferred taxes
Current and deferred taxes are recognized in profit or loss.
5. MATERIAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
In the application of the Corporation’s accounting policies, management is required to make judgments, estimations, and assumptions on the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered relevant. Actual results may differ from these estimates.
Key Sources of Estimation Uncertainty
- a. Write-down of inventories
The net realizable value of inventories is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. The estimation of net realizable value is based on current market conditions and historical experience in the
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sale of product of a similar nature. Changes in market conditions may have a material impact on the estimation of the net realizable value.
b. Construction contracts
Contract revenue and costs are recognized by reference to the stage of completion of each contract. The stage of completion of a contract is measured based on the proportion of contract costs incurred for work performed to date to the estimated total contract costs. Incentives and penalties stipulated in the contract are considered as variable consideration and should be included in the contract revenue only when it is highly probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved.
The estimated total contract costs and contractual items are assessed and determined by management, based on the nature of the work, expected sub-contracting charges, construction periods, processes, methods, etc., for each construction contract. Changes in these estimates might affect the calculation of the percentage of completion and related profit and loss from the construction contracts. See Note 20 for the details.
6. CASH AND CASH EQUIVALENTS
| Cash on hand Demand deposits Checking accounts Cash equivalents Time deposits with original maturities of 3 months or less Time deposits with original maturities of more than 3 months but less than 1 year |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2023 $ 8,780 567,325 25 43,270 - $ 619,400 |
2022 $ 8,978 972,202 120 - 30,710 $ 1,012,010 |
The market rates intervals of cash in bank at the end of the year were as follows:
| Bank balance | December 31 |
|---|---|
| 2023 2022 0.00%-2.70% 0.00%-4.37% |
7. FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME
| Non-current Investments in equity instruments at FVTOCI |
December | 31 | |
|---|---|---|---|
| 2023 $ 80,999 |
2022 $ 55,422 (Continued) |
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| Domestic investments Listed shares Unlisted shares Foreign investments Unlisted shares |
**December ** | **31 ** | |
|---|---|---|---|
| 2023 $ 23,296 11,552 46,151 $ 80,999 |
2022 $ - 9,955 45,467 $ 55,422 (Concluded) |
The Corporation invested in HYE TECHNOLOGY CO., LTD., PHOENIX II INNOVATION VENTURE CAPITAL CO., LTD. and TIEF FUND, L.P. for medium- to long-term strategic purposes, and expects to make profit through long-term investments. Accordingly, the management elected to designate these investments in equity instruments as at FVTOCI as they believe that recognizing short-term fluctuations in these investments’ fair value in profit or loss would not be consistent with the Corporation’s strategy of holding these investments for long-term purposes.
8. NOTES RECEIVABLE, ACCOUNTS RECEIVABLE AND OTHER RECEIVABLES
| Notes receivable At amortized cost Gross carrying amount Less: Allowance for impairment loss Accounts receivable At amortized cost Gross carrying amount Less: Allowance for impairment loss Other receivables Business tax Others Less: Allowance for impairment loss |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2023 $ 57,497 (350) $ 57,147 $ 151,433 (7,096) $ 144,337 $ 13,931 10,663 24,594 (3,090) $ 21,504 |
2022 $ 7,895 (96) $ 7,799 $ 130,395 (6,368) $ 124,027 $ 52,154 11,202 63,356 (3,114) $ 60,242 |
a. Notes receivable and accounts receivable
The average credit period of sales of goods is 30 to 180 days.
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In order to minimize credit risk, the management of the Corporation has delegated a team responsible for determining credit limits, credit approvals and other monitoring procedures to ensure that follow-up action is taken to recover overdue debt. In addition, the Corporation reviews the recoverable amount of each individual trade debt at the end of the reporting period to ensure that adequate allowance is made for possible irrecoverable amounts. In this regard, the management believes the Corporation’s credit risk was significantly reduced.
The Corporation measures the loss allowance for accounts receivable at an amount equal to lifetime ECLs. The expected credit losses on accounts receivable are estimated using a provision matrix prepared by reference to the past default experience of the customer, the customer’s current financial position, economic condition of the industry in which the customer operates, as well as the GDP forecasts and industry outlook. As the Corporation’s historical credit loss experience does not show significantly different loss patterns for different customer segments, the provision for loss allowance based on past due status is not further distinguished according to the Corporation’s different customer base.
The Corporation writes off an accounts receivable when there is evidence indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery, e.g. when the debtor has been placed under liquidation. For accounts receivable that have been written off, the Corporation continues to engage in enforcement activity to attempt to recover the receivables due. Where recoveries are made, these are recognized in profit or loss.
The following table details the loss allowance of notes receivable and accounts receivable based on the Corporation’s provision matrix:
December 31, 2023
| Gross carrying amount Loss allowance (Lifetime ECLs) Amortized cost December 31, 2022 Gross carrying amount Loss allowance (Lifetime ECLs) Amortized cost |
Up to 30 Days Past Due $ 110,804 (1,205) $ 109,599 Up to 30 Days Past Due $ 35,126 (354) $ 34,772 |
31 to 90 Days Past Due $ 75,668 (1,055) $ 74,613 31 to 90 Days Past Due $ 78,798 (784) $ 78,014 |
91 to 180 Days Past Due $ 15,498 (85) $ 15,413 91 to 180 Days Past Due $ 11,821 (124) $ 11,697 |
Over 180 Days Past Due $ 6,960 (5,101) $ 1,859 Over 180 Days Past Due $ 12,545 (5,202) $ 7,343 |
Total $ 208,930 (7,446) $ 201,484 Total $ 138,290 (6,464) $ 131,826 |
|---|---|---|---|---|---|
The movements of the loss allowance of notes receivable and accounts receivable were as follows:
Balance at January 1 Add: Net remeasurement of loss allowance Less: Amounts written off Less: Net remeasurement of loss allowance Balance at December 31 |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2023 $ 6,464 77,479 (76,497) - $ 7,446 |
2022 $ 10,715 - (3,029) (1,222) $ 6,464 |
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As of December 31, 2023 and 2022, the amounts of loss allowance, which included individually impaired notes receivable and accounts receivable of debtors in significant financial difficulty, were both $5,123 thousand. The expected credit losses were recognized at the carrying amounts of notes receivable and accounts receivable. The Corporation does not hold any collateral against the balance of these notes receivable and accounts receivable.
The movements of the loss allowance of other receivables were as follows:
Balance at January 1 Add: Net remeasurement of loss allowance Less: Net remeasurement of loss allowance Balance at December 31 |
**For the Years Ended December 31 ** | **For the Years Ended December 31 ** | **For the Years Ended December 31 ** |
|---|---|---|---|
| 2023 $ 3,114 - (24) $ 3,090 |
2022 $ 2,939 175 - $ 3,114 |
9. INVENTORIES
| Finished goods Work in progress Raw materials Inventory in transit |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2023 $ 5,303 358,602 329,325 6,473 $ 699,703 |
2022 $ 14,878 940,645 427,232 5,473 $ 1,388,228 |
The components of operating costs related to inventories are as follows:
Cost of inventories sold Inventory write-downs Sale of scraps |
**For the Year Ended December 31 ** | **For the Year Ended December 31 ** | **For the Year Ended December 31 ** |
|---|---|---|---|
| 2023 $ 6,278,688 $ 20,300 $ (1,205) |
2022 $ 7,412,619 $ 7,500 $ (2,176) |
10. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD
| Investments in subsidiaries Investments in associates |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2023 $ 2,206,989 71,986 $ 2,278,975 |
2022 $ 1,989,809 47,772 $ 2,037,581 |
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a. Investments in subsidiaries
| MIRTEK (BVI) CORP. LTD. DAVID INVESTMENT CO., LTD. MIRLE AUTOMATION INTER CORP. LTD. MIRLE PEROVSKITE SOLAR CORP. FACTORY AUTOMATION INTERNATIONAL CO., LTD. |
December 31 | December 31 | |
|---|---|---|---|
| 2023 $ 1,930,178 76,109 71,291 69,922 59,489 $ 2,206,989 |
2022 $ 1,777,761 84,814 73,868 - 53,366 $ 1,989,809 |
| Name of Subsidiary MIRTEK (BVI) CORP. LTD. DAVID INVESTMENT CO., LTD. MIRLE AUTOMATION INTER CORP. LTD. MIRLE PEROVSKITE SOLAR CORP. FACTORY AUTOMATION INTERNATIONAL CO., LTD. |
Proportion of Ownership and Voting Rights |
|---|---|
| December 31 | |
| 2023 2022 100.00% 100% 100.00% 100% 100.00% 100% 60.01% - 51.00% 51% |
On April 29, 2022, the Corporation acquired 1% of the shares released by other shareholders of DAVID INVESTMENT CO., LTD. for NT$100 thousand, and the shareholding ratio increased from 99% to 100%.
On October 11, 2023, the Corporation’s board of directors resolved to jointly establish MIRLE PEROVSKITE SOLAR CORP. with TAIWAN PEROVSKITE SOLAR CORP., On November 1, 2023, an investment amount of $70,000 thousand was remitted to acquire 60.01% equity and control. Refer to Note 28 to the consolidated financial statements for the year ended December 31, 2023.
On October 11, 2023, the Corporation’s board of directors resolved to make an additional investment of USD20,000 thousand through the Corporation's third-party investment entity, MIRTEK (BVI) CORP. LTD., in MIRLE AUTOMATION TECHNOLOGY (SHANGHAI) CO., LTD. However, as of March 12, 2024, the investment has not been made.
Expect for MIRLE AUTOMATION INTER CORP. LTD., MIRLE PEROVSKITE SOLAR CORP. and FACTORY AUTOMATION INTERNATIONAL CO., LTD. the share of profit or loss and other comprehensive income (loss) from the investments in the subsidiaries accounted for using the equity method were determined based on the subsidiaries’ audited financial statements for the same years. Management considers that even if these financial statements were not audited, they would not have a significant impact on the Corporation.
b. Investments in associates
| Associates that are not individually material MAIN DRIVE CORPORATION |
December | 31 | |
|---|---|---|---|
| 2023 $ 71,986 |
2022 $ 47,772 |
-
27 -
-
1) Aggregate information of associates that are not individually material
The Corporation’s share of: Net loss for the year |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2023 $ (42,034) |
2022 $ (31,854) |
The Corporation subscribed for 2,000 thousand and 3,333 thousand ordinary shares of MAIN DRIVE CORPORATION for NT$30,000 thousand and NT$49,995 thousand, respectively, in cash after approval was obtained from the board of directors on March 17, 2022 and May 11, 2023, respectively. Consequently, the proportion of ownership decreased from 26.85% to 23.43% and 23.43% to 20.67%, respectively.
- 2) The share of profit or loss and other comprehensive income (loss) from the investments in the associates accounted for using the equity method were based on the associates’ unaudited financial statements for the same years. Management considers that even if these financial statements were not audited, they would not have a significant impact on the Corporation.
11. PROPERTY, PLANT AND EQUIPMENT
| Assets used by the Corporation Assets leased under operating leases |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2023 $ 2,041,203 148,254 $ 2,189,457 |
2022 $ 2,145,604 116,200 $ 2,261,804 |
| Cost Balance at January 1, 2023 Additions Disposals Transfers to assets leased under operating leases Transfers from assets leased under operating leases Reclassified Balance at December 31, 2023 Accumulated depreciation Balance at January 1, 2023 Depreciation expense Disposals Transfers to assets leased under operating leases Transfers from assets leased under operating leases Reclassified Balance at December 31, 2023 Accumulated impairment Balance at January 1, 2023 and December 31, 2023 Carrying amount at December 31, 2023 |
Assets Us | ed by the Corpora | tion | Assets Leased Operating L |
under eases Machinery Equipment Total $ - $ 2,943,582 - 70,082 - (92,566 ) - - - - - (3,486) $ - $ 2,917,612 $ - $ 677,621 - 113,589 - (64,736 ) - - - - - (2,476) $ - $ 723,998 $ - $ 4,157 $ - $ 2,189,457 (Continued) |
||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| F |
reehold Land $ 179,901 - - - - - $ 179,901 $ - - - - - - $ - $ - $ 179,901 |
Buildings and Ancillary Equipment $ 2,286,169 3,384 (49,555 ) (47,511 ) 12,006 7,524 $ 2,212,017 $ 500,226 58,600 (21,893 ) (846 ) 208 - $ 536,295 $ - $ 1,675,722 |
Machinery Equipment $ 251,988 7,972 (29,857 ) - - 31,749 $ 261,852 $ 131,213 37,047 (29,689 ) - - (622) $ 137,949 $ 4,157 $ 119,746 |
Transportation Equipment $ 26,467 1,298 (3,450 ) - - - $ 24,315 $ 15,241 3,838 (3,450 ) - - - $ 15,629 $ - $ 8,686 |
Office Equipment $ 70,094 13,543 (8,644 ) - - (2,665) $ 72,328 $ 28,762 10,988 (8,644 ) - - (1,854) $ 29,252 $ - $ 43,076 |
Leasehold Improvement $ 1,060 81 (1,060 ) - - 598 $ 679 $ 848 303 (1,060 ) - - - $ 91 $ - $ 588 |
Work In Progress $ 10,372 43,804 - - - (40,692) $ 13,484 $ - - - - - - $ - $ - $ 13,484 |
Buildings and Ancillary Equipment $ 117,531 - - 47,511 (12,006 ) - $ 153,036 $ 1,331 2,813 - 846 (208 ) - $ 4,782 $ - $ 148,254 |
- 28 -
| Cost Balance at January 1, 2022 Additions Disposals Transfers to assets leased under operating leases Transfers from assets leased under operating leases Reclassified Balance at December 31, 2022 Accumulated depreciation Balance at January 1, 2022 Depreciation expenses Disposals Transfers to assets leased under operating leases Transfers from assets leased under operating leases Balance at December 31, 2022 Accumulated impairment Balance at January 1, 2022 Disposals Balance at December 31, 2022 Carrying amount at December 31, 2022 |
Assets Us | ed by the Corpora | tion | Assets Lease Operating |
d under Leases Machinery Equipment Total $ 1,142 $ 2,565,521 - 440,295 - (61,493 ) - - (1,142 ) - - (741) $ - $ 2,943,582 $ 869 $ 630,296 273 100,272 - (52,947 ) - - (1,142) - $ - $ 677,621 $ - $ 4,428 - (271) $ - $ 4,157 $ - $ 2,261,804 (Concluded) |
||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| F |
reehold Land $ 179,901 - - - - - $ 179,901 $ - - - - - $ - $ - - $ - $ 179,901 |
Buildings and Ancillary Equipment $ 1,548,461 800 (620 ) (117,531 ) - 855,059 $ 2,286,169 $ 452,347 48,579 (611 ) (89 ) - $ 500,226 $ - - $ - $ 1,785,943 |
Machinery Equipment $ 252,229 45,446 (49,287 ) - 1,142 2,458 $ 251,988 $ 133,876 36,958 (40,763 ) - 1,142 $ 131,213 $ 4,428 (271) $ 4,157 $ 116,618 |
Transportation Equipment $ 26,560 3,920 (4,013 ) - - - $ 26,467 $ 15,460 3,781 (4,000 ) - - $ 15,241 $ - - $ - $ 11,226 |
Office Equipment $ 50,247 28,080 (7,573 ) - - (660) $ 70,094 $ 27,744 8,591 (7,573 ) - - $ 28,762 $ - - $ - $ 41,332 |
Leasehold Improvement $ 1,060 - - - - - $ 1,060 $ - 848 - - - $ 848 $ - - $ - $ 212 |
Work In Progress $ 505,921 362,049 - - - (857,598) $ 10,372 $ - - - - - $ - $ - - $ - $ 10,372 |
Buildings and Ancillary Equipment $ - - - 117,531 - - $ 117,531 $ - 1,242 - 89 - $ 1,331 $ - - $ - $ 116,200 |
Operating leases relate to leases of buildings and ancillary equipment with lease terms between 3 and 5 years. The lessees do not have bargain purchase options to acquire the assets at the expiry of the lease periods.
The maturity analysis of lease payments receivable under operating lease payments was as follows:
| Year 1 Year 2 Year 3 Year 4 Year 5 |
**December ** | **31 ** | |
|---|---|---|---|
| 2023 $ 4,631 4,631 3,955 3,821 1,273 $ 18,311 |
2022 $ 3,027 2,756 2,756 2,756 1,608 $ 12,903 |
No impairment loss or reversal of impairment loss was recognized for the year ended December 31, 2023 and 2022.
The above items of property, plant and equipment used by the Corporation are depreciated on a straight-line basis over their estimated useful lives as follows:
Buildings and ancillary equipment 4-50 years Machinery equipment 1-20 years Transportation equipment 5-8 years Office equipment 3-6 years Leasehold improvement 1-2 years
The major component of the Corporation’s buildings comprises the main building of the plant and electromechanical power equipment, which are depreciated on a straight-line basis over their estimated useful lives of 40-50 years and 4-15 years, respectively.
- 29 -
12. LEASE ARRANGEMENTS
- a. Right-of-use assets
| Carrying amount Land Transportation equipment Additions to right-of-use assets Depreciation charge for right-of-use assets Land Transportation equipment Lease liabilities Carrying amount Current Non-current Range of discount rate for lease liabilities was as follows: |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2023 $ 196,580 473 $ 197,053 For the Year Ended |
2022 $ 222,870 2,310 $ 225,180 December 31 |
||
| 2023 $ - $ 24,770 1,837 $ 26,607 **December ** |
2022 $ 1,933 $ 24,772 2,277 $ 27,049 **31 ** |
||
| 2023 $ 24,600 $ 183,617 |
2022 $ 25,794 $ 209,735 |
- b. Lease liabilities
| Land Transportation equipment |
December 31 |
|---|---|
| 2023 2022 1.92%-2.16% 1.92%-2.16% 1.44% 1.44% |
- c. Material leasing activities and terms
The Corporation leases land and transportation equipment for office space and operational uses with lease terms of 9-19 years and 3 years, respectively. The lease agreements do not contain renewal or purchase options.
- d. Other lease information
Expenses relating to short-term leases Expenses relating to low-value asset leases Total cash outflow for leases |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2023 $ 9,165 $ 26 $ (39,505) |
2022 $ 8,004 $ 21 $ (38,885) |
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The Corporation’s leases of certain buildings and office equipment qualify as short-term leases and leases of certain office equipment qualify as low-value asset leases. The Corporation has elected to apply the recognition exemption and thus, did not recognize right-of-use assets and lease liabilities for these leases.
13. OTHER INTANGIBLE ASSETS
| Service Concession Arrangements Cost Balance at January 1, 2023 $ 9,389 Additions - Disposals - Balance at December 31, 2023 $ 9,389 Accumulated amortization Balance at January 1, 2023 $ 4,694 Amortization expense 470 Disposals - Balance at December 31, 2023 $ 5,164 Carrying amount at December 31, 2023 $ 4,225 Cost Balance at January 1, 2022 $ 9,389 Additions - Disposals - Balance at December 31, 2022 $ 9,389 Accumulated amortization Balance at January 1, 2022 $ 4,225 Amortization expense 469 Disposals - Balance at December 31, 2022 $ 4,694 Carrying amount at December 31, 2022 $ 4,695 |
Computer Software Licenses and Franchises $ 30,378 $ 8,000 4,960 - (9,096) - $ 26,242 $ 8,000 $ 13,886 $ 216 9,301 865 (9,096) - $ 14,091 $ 1,081 $ 12,151 $ 6,919 $ 37,682 $ - 14,634 8,000 (21,938) - $ 30,378 $ 8,000 $ 23,959 $ - 11,865 216 (21,938) - $ 13,886 $ 216 $ 16,492 $ 7,784 |
Others $ 79,238 - - $ 79,238 $ 55,153 13,616 - $ 68,769 $ 10,469 $ 58,272 20,966 - $ 79,238 $ 36,811 18,342 - $ 55,153 $ 24,085 |
Total $ 127,005 4,960 (9,096) $ 122,869 $ 73,949 24,252 (9,096) $ 89,105 $ 33,764 $ 105,343 43,600 (21,938) $ 127,005 $ 64,995 30,892 (21,938) $ 73,949 $ 53,056 |
|---|---|---|---|
The Corporation signed several power purchase agreements with Taiwan Power Company that would expire in 20 years starting from the date of interconnection of the electric generators. The gains for the years ended December 31, 2023 and 2022, which were recognized as other income, amounted to $5,120 thousand and $5,697 thousand, respectively.
Other intangible assets are amortized on a straight-line basis over their estimated useful lives as follows:
Service concession arrangements 20 years Computer software 3 years Licenses and Franchises 10 years Others 1-10 years
- 31 -
An analysis of depreciation by function Operating costs Selling and marketing expenses General and administrative expenses Research and development expenses |
**For the Year Ended December 31 ** | **For the Year Ended December 31 ** | **For the Year Ended December 31 ** |
|---|---|---|---|
| 2023 $ 9,779 1,166 10,447 2,860 $ 24,252 |
2022 $ 9,870 1,955 15,758 3,309 $ 30,892 |
Other intangible assets pledged as collateral for bank borrowings are set out in Note 28.
14. OTHER ASSETS
| Current Prepayments for software maintenance Prepayments for construction Prepayments foreign travel Prepayments rents Prepayments for insurance Prepayments tax Temporary payments Others Non-current Prepayments for software maintenance Prepayments rents |
December | 31 | |
|---|---|---|---|
| 2023 $ 20,544 13,252 6,578 6,080 3,867 3,809 - 14,118 $ 68,248 $ 377 23 $ 400 |
2022 $ 6,884 4,684 11,851 7,048 2,493 3,642 13,703 15,602 $ 65,907 $ - - $ - |
15. BORROWINGS
a. Short-term bank loans
| Unsecured borrowings Working capital loan |
December 31 | December 31 | |
|---|---|---|---|
| 2023 $ 2,500,000 |
2022 $ 1,413,000 |
The effective interest rates of the working capital loan were 1.68%-1.85% and 1.28%-1.95% as of December 31, 2023 and 2022, respectively.
- 32 -
b. Short-term bills payable
| Commercial paper Less: Unamortized discounts on bills payable |
December 31 | December 31 | |
|---|---|---|---|
| 2023 $ 150,000 (120) $ 149,880 |
2022 $ - - $ - |
Outstanding short-term bills payable were as follows:
December 31, 2023
| Promissory Institution Commercial paper DAH CHUNG BILLS FINANCE CORP |
Nominal Amount $ 150,000 |
Discount Amount $ (120) |
Carrying Amount Interest Rate Collateral $ 149,880 1.53% - |
Carrying Amount of Collateral $ - |
|---|---|---|---|---|
c. Long-term bank loans
| Unsecured borrowings Bank loans - expiring before February 15, 2027 Less: Current portion Long-term bank loans |
December 31 | December 31 | |
|---|---|---|---|
| 2023 $ 749,487 (408,316) $ 341,171 |
2022 $ 1,401,711 (464,723) $ 936,988 |
The effective interest rates of the long-term bank loans were 1.10%-1.27% and 0.85%-1.14% as of December 31, 2023 and 2022, respectively.
16. OTHER LIABILITIES
| Current Accrued expenses and other current liabilities Bonus Salaries Outsourcing fee Purchases of equipment Compensation of employees and remuneration of directors Others |
December 31 | December 31 | |
|---|---|---|---|
| 2023 $ 171,144 112,415 43,803 10,098 5,889 191,121 $ 534,470 |
2022 $ 224,381 132,624 61,385 13,075 14,832 162,996 $ 609,293 (Continued) |
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Non-current Other non-current liabilities Long-term payables
| **December 31 ** | **December 31 ** | |
|---|---|---|
| 2023 $ 2,000 |
2022 $ 4,000 (Concluded) |
17. PROVISIONS - CURRENT
| Warranties Balance at January 1 Additional provisions recognized Amount used Balance at December 31 |
**December ** | **31 ** | |
|---|---|---|---|
| 2023 2022 $ 2,888 $ 10,174 For the Year Ended December 31 |
|||
| 2023 $ 10,174 23,229 (30,515) $ 2,888 |
2022 $ 10,688 15,344 (15,858) $ 10,174 |
The provision for warranty claims represents the present value of management’s best estimate of the future outflow of economic benefits that will be required under the Corporation’s obligations for warranties under contracts for the sale of goods. The estimate has been made on the basis of historical warranty trends and may vary as a result of new materials, altered manufacturing processes or other events affecting product quality.
18. RETIREMENT BENEFIT PLANS
a. Defined contribution plan
The Corporation adopted a pension plan under the Labor Pension Act (LPA), which is a state-managed defined contribution plan. Under the LPA, the Corporation makes monthly contributions to employees’ individual pension accounts at 6% of monthly salaries and wages.
b. Defined benefit plan
The defined benefit plans adopted by the Corporation in accordance with the Labor Standards Act is operated by the government of the ROC. Pension benefits are calculated on the basis of the length of service and average monthly salaries of the 6 months before retirement. The Corporation contribute amounts equal to 11% of total monthly salaries and wages to a pension fund administered by the pension fund monitoring committee. Pension contributions are deposited in the Bank of Taiwan in the committee’s name. Before the end of each year, the Corporation assesses the balance in the pension fund. If the amount of the balance in the pension fund is inadequate to pay retirement benefits for employees who conform to retirement requirements in the next year, the Corporation is required to fund the difference in one appropriation that should be made before the end of March of the next year. The pension fund is managed by the Bureau of Labor Funds, Ministry of Labor (the “Bureau”); the Corporation has no right to influence the investment policy and strategy.
- 34 -
The amounts included in the parent company only balance sheets in respect of the Corporation’s defined benefit plans are as follows:
| Present value of defined benefit obligation Fair value of plan assets Net defined benefit liabilities Movements in net defined benefit liabilities were as follows: Present Value of the Defined Benefit Obligation Balance at January 1, 2022 $ 559,090 Service cost Current service cost 2,109 Net interest expense (income) 3,494 Recognized in profit or loss 5,603 Remeasurement Return on plan assets (excluding amounts included in net interest) - Actuarial loss Changes in financial assumptions 3,684 Experience adjustments 36,783 Recognized in other comprehensive loss (income) 40,467 Contributions from the employer - Benefits paid (78,671) Balance at December 31, 2022 526,489 Service cost Current service cost 1,659 Net interest expense (income) 7,898 Recognized in profit or loss 9,557 Remeasurement Return on plan assets (excluding amounts included in net interest) - Actuarial loss (gain) Changes in financial assumptions 9,763 Experience adjustments (33,148) Recognized in other comprehensive income (23,385) Contributions from the employer - Benefits paid (46,548) Balance at December 31, 2023 $ 466,113 |
**December 31 ** | |
|---|---|---|
| 2023 2022 $ 466,113 $ 526,489 (261,333) (265,965) $ 204,780 $ 260,524 Fair Value of the Plan Assets Net Defined Benefit Liabilities $ (256,145) $ 302,945 - 2,109 (1,626) 1,868 (1,626) 3,977 (23,329) (23,329) - 3,684 - 36,783 (23,329) 17,138 (63,536) (63,536) 78,671 - (265,965) 260,524 - 1,659 (4,042) 3,856 (4,042) 5,515 (1,831) (1,831) - 9,763 - (33,148) (1,831) (25,216) (36,043) (36,043) 46,548 - $ (261,333) $ 204,780 |
- 35 -
Through the defined benefit plans under the Labor Standards Act, the Corporation is exposed to the following risks:
-
1) Investment risk: The plan assets are invested in domestic and foreign equity and debt securities, bank deposits, etc. The investment is conducted at the discretion of the Bureau or under the mandated management. However, in accordance with relevant regulations, the return generated by plan assets shall not be below the interest rate for a 2-year time deposit with local banks.
-
2) Interest risk: A decrease in the government or corporate bond interest rate will increase the present value of the defined benefit obligation; however, this will be partially offset by an increase in the return on the plans’ debt investments.
-
3) Salary risk: The present value of the defined benefit obligation is calculated using the future salaries of plan participants. As such, an increase in the salaries of the plan participants will increase the present value of the defined benefit obligation.
The actuarial valuations of the present value of the defined benefit obligation were carried out by qualified actuaries. The significant assumptions used for the purposes of the actuarial valuations are as follows:
| Discount rate Expected rate of salary increase |
December 31 |
|---|---|
| 2023 2022 1.250% 1.500% 5% 5% |
If possible reasonable changes in each of the significant actuarial assumptions will occur and all other assumptions will remain constant, the present value of the defined benefit obligation would increase (decrease) as follows:
| Discount rate 0.25% increase 0.25% decrease Expected rate of salary increase/decrease 0.25% increase 0.25% decrease |
**December ** | **31 ** | |
|---|---|---|---|
| 2023 $ (9,763) $ 10,091 $ 9,576 $ (9,320) |
2022 $ (11,416) $ 11,810 $ 11,233 $ (10,923) |
The above sensitivity analysis may not be representative of the actual changes in the present value of the defined benefit obligation as it is unlikely that changes in assumptions will occur in isolation of one another as some of the assumptions may be correlated.
| Expected contributions to the plans for the next year Average duration of the defined benefit obligation |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2023 $ 6,239 8.5 years |
2022 $ 6,953 8.8 years |
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19. EQUITY
- a. Share capital
1) Ordinary shares
| Shares authorized (in thousands of shares) Shares authorized Shares issued and fully paid (in thousands of shares) Shares issued |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2023 250,000 $ 2,500,000 195,531 $ 1,955,312 |
2022 250,000 $ 2,500,000 195,531 $ 1,955,312 |
Fully paid ordinary shares, which have a par value of $10, carry one vote per share and carry a right to dividends.
A total of 20,000 thousand ordinary shares are reserved for the exercise of employee share options, preferred shares with share options or bonds with attached share options.
b. Capital surplus
| May be used to offset a deficit, distributed as cash dividends, or transferred to share capital (1) Conversion of bonds Treasury share transactions May only be used to offset a deficit Changes in percentage of ownership interests in subsidiaries (2) Share of changes in capital surplus of associates (3) |
December 31 | December 31 | |
|---|---|---|---|
| 2023 $ 234,579 19,150 12 32,802 $ 286,543 |
2022 $ 234,579 19,150 12 16,549 $ 270,290 |
-
1) Such capital surplus may be used to offset a deficit; in addition, when the Corporation has no deficit, such capital surplus may be distributed as cash dividends or transferred to share capital (limited to a certain percentage of the Corporation’s capital surplus and to once a year).
-
2) Such capital surplus arises from the effects of changes in ownership interests in subsidiaries resulting from equity transactions other than actual disposals or acquisitions or from changes in capital surplus of subsidiaries accounted for using the equity method.
-
3) Pursuant to IAS 28, if the Corporation subscribes for the shares of its associates at a percentage different from its existing ownership percentage, causing the proportion of ownership to change but still having significant influence on the associate, its adjusted capital surplus may only be used to offset deficit.
c. Retained earnings and dividends policy
Under the dividends policy as set forth in the Articles, where the Corporation made a profit in a fiscal year, the profit shall be first utilized for paying taxes, offsetting losses of previous years, setting aside as legal reserve 10% of the remaining profit, setting aside or reversing a special reserve in accordance with
- 37 -
the laws and regulations, and then any remaining profit together with any undistributed retained earnings shall be used by the Corporation’s board of directors as the basis for proposing a distribution plan, which should be resolved in the shareholders’ meeting for the distribution of dividends and bonuses to shareholders. If the surplus distribution is issued as cash dividends, the board of directors shall be authorized to distribute by special resolution and shall be reported to the shareholders in their meeting. For the policies on the distribution of compensation of employees and remuneration of directors, refer to compensation of employees and remuneration of directors in Note 21(h).
In accordance with the Corporation’s Articles, the dividends policy is to enable the shareholders to have a share in the Corporation’s profit, for continuous expansion of its business and stabilization of profitability. At least 30% of the dividends should be distributed to shareholders, and the total cash dividends paid in any given year should be at least 40% of the total dividends distributed.
An appropriation of earnings to a legal reserve shall be made until the legal reserve equals the Corporation’s paid-in capital. The legal reserve may be used to offset deficits. If the Corporation has no deficit and the legal reserve has exceeded 25% of the Corporation’s paid-in capital, the excess may be transferred to capital or distributed in cash.
When a special reserve is appropriated for cumulative net debit balance reserves from prior period, the special reserve is only appropriated from the prior unappropriated earnings.
The appropriations of earnings for 2022 and 2021 were as follows:
Legal reserve Special reserve Cash dividends Cash dividends per share (NT$) |
**For the Year Ended ** | **For the Year Ended ** | **December 31 ** |
|---|---|---|---|
| 2022 $ 49,758 $ (40,482) $ 351,956 $ 1.8 |
2021 $ 50,681 $ 15,809 $ 430,169 $ 2.2 |
The above appropriations for cash dividends were resolved by the Corporation’s board of directors on March 14, 2023 and March 17, 2022, respectively; the other proposed appropriations were resolved by the shareholders in their meeting on May 30, 2023 and June 9, 2022, respectively.
The appropriation of earnings for 2023, which were proposed by the Corporation’s board of directors on March 12, 2024, were as follows:
| For the Year | For the Year | |
|---|---|---|
| Ended | ||
| December 31, | ||
| 2023 | ||
| Legal reserve | $ | 20,018 |
| Special reserve | $ | 7,775 |
| Cash dividends | $ | 97,766 |
| Cash dividends per share (NT$) | $ | 0.5 |
The above appropriation for cash dividends has been resolved by the Corporation’s board of directors; the other proposed appropriations will be resolved by the shareholders in their meeting to be held on May 29, 2024.
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d. Special reserve
Balance at January 1 Appropriations in respect of Debits to other equity items Reversals: Reversal of the debits to other equity items Balance at December 31 |
For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|
| 2023 2022 $ 167,859 $ 152,050 - 15,809 (40,482) - $ 127,377 $ 167,859 |
e. Other equity items
- 1) Exchange differences on the translation of the financial statements of foreign operations
Balance at January 1 Recognized for the year Exchange differences on the translation of the financial statements of foreign operations Other comprehensive (loss) income recognized for the year Balance at December 31 |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2023 $ (128,817) (16,366) (16,366) $ (145,183) |
2022 $ (160,814) 31,997 31,997 $ (128,817) |
2) Unrealized valuation gain (loss) on financial assets at FVTOCI
Balance at January 1 Recognized for the year Unrealized gain - equity instruments Other comprehensive income recognized for the year Balance at December 31 |
**For the Year Ended December 31 ** | **For the Year Ended December 31 ** | **For the Year Ended December 31 ** |
|---|---|---|---|
| 2023 $ 1,440 8,591 8,591 $ 10,031 |
2022 $ (7,045) 8,485 8,485 $ 1,440 |
20. REVENUE
Revenue from contracts with customers Construction contract revenue Revenue from the sale of goods Revenue from the rendering of services |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2023 $ 6,250,017 1,031,847 307,698 $ 7,589,562 |
2022 $ 7,856,070 869,953 349,379 $ 9,075,402 |
- 39 -
a. Contract balances
| December 31, 2023 December 31, 2022 Notes receivable (Note 8) $ 57,147 $ 7,799 Accounts receivable (Note 8) $ 144,337 $ 124,027 Receivables from related parties (Note 27) $ 7,465 $ 16,167 Contract assets - current Construction contracts $ 4,996,358 $ 4,717,201 Contract liabilities - current Construction contracts $ 383,088 $ 670,670 Sale of goods 113,360 335,548 $ 496,448 $ 1,006,218 |
January 1, 2022 $ 11,813 $ 210,664 $ 27,730 $ 2,692,054 $ 1,103,158 154,664 $ 1,257,822 |
|---|---|
The changes in the balance of contract assets and contract liabilities primarily result from the timing difference between the Corporation’s satisfaction of performance obligations and the respective customer’s payment.
- b. Disaggregation of revenue
| For the years ended December 31, 2023 Type of goods or services Construction contract revenue Revenue from the sale of goods Revenue from the rendering of services For the years ended December 31, 2022 Type of goods or services Construction contract revenue Revenue from the sale of goods Revenue from the rendering of services |
Reportable Segments | ||
|---|---|---|---|
| Intelligent Automation System and Equipment Digital Technology Products and Industrial Controllers $ 6,191,639 $ 58,378 285,770 746,077 97,936 209,762 $ 6,575,345 $ 1,014,217 $ 7,402,587 $ 453,483 64,201 805,752 58,037 291,342 $ 7,524,825 $ 1,550,577 |
Total $ 6,250,017 1,031,847 307,698 $ 7,589,562 $ 7,856,070 869,953 349,379 $ 9,075,402 |
21. NET PROFIT FROM CONTINUING OPERATIONS
- a. Other operating income and expenses
Gain (loss) on disposal of property, plant and equipment |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2023 $ 10,811 |
2022 $ (2,843) |
- 40 -
b. Interest income
Bank deposits Deferred interest on construction fee Others Other income Litigation settlement gain Concession income (Note 13) Rental income Grants income Dividends Others Other gains and losses Net gain on fair value changes of financial instruments at fair value through profit or loss Other net loss Finance costs Interest on bank loans Interest on lease liabilities Depreciation and amortization Property, plant and equipment Right-of-use assets Other intangible assets |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2023 $ 7,475 3,196 56 $ 10,727 For the Year Ended |
2022 $ 3,199 - 29 $ 3,228 December 31 |
||
| 2023 $ 8,000 5,120 5,073 4,258 464 4,427 $ 27,342 For the Year Ended |
2022 $ 3,810 5,697 4,721 130 1,442 4,701 $ 20,501 December 31 |
||
| 2023 $ - (10,448) $ (10,448) For the Year Ended |
2022 $ 106 (15,252) $ (15,146) December 31 |
||
| 2023 $ 46,288 4,522 $ 50,810 For the Year Ended |
2022 $ 17,147 5,020 $ 22,167 December 31 |
||
| 2023 $ 113,589 26,607 24,252 $ 164,448 |
2022 $ 100,272 27,049 30,892 $ 158,213 |
c. Other income
d. Other gains and losses
e. Finance costs
- f. Depreciation and amortization
(Continued)
- 41 -
An analysis of depreciation by function Operating costs Operating expense An analysis of amortization by function Operating costs Operating expense |
**For the Year Ended ** | **For the Year Ended ** | **December 31 ** |
|---|---|---|---|
| 2023 $ 50,709 89,487 $ 140,196 $ 9,779 14,473 $ 24,252 |
2022 $ 40,117 87,204 $ 127,321 $ 9,870 21,022 $ 30,892 (Concluded) |
Refer to Note 13 for information relating to the line items in which any amortization of intangible assets is included.
- g. Employee benefits expense
Post-employment benefits (Note 18) Defined contribution plans Defined benefit plans Termination benefits Other employee benefits Total employee benefits expense An analysis of employee benefits expense by function Operating costs Operating expenses |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2023 $ 58,245 5,515 63,760 13,082 1,417,633 $ 1,494,475 $ 852,163 642,312 $ 1,494,475 |
2022 $ 54,239 3,977 58,216 975 1,408,313 $ 1,467,504 $ 905,792 561,712 $ 1,467,504 |
- h. Compensation of employees and remuneration of directors
According to the Corporation’s Articles, the Corporation accrues compensation of employees and remuneration of directors at rates of no less than 1% and no higher than 2%, respectively, of net profit before income tax, compensation of employees, and remuneration of directors. The compensation of employees and the remuneration of directors for the years ended December 31, 2023 and 2022, which were approved by the Corporation’s board of directors on March 12, 2024 and March 14, 2023, respectively, are as follows:
Accrual rate
Compensation of employees Remuneration of directors |
For the Year Ended December 31 |
|---|---|
| 2023 2022 1% 1% 1.5% 1.5% |
- 42 -
Amount
Compensation of employees Remuneration of directors |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|---|
| 2023 Cash $ 2,182 $ 3,274 |
2022 | |||
| Cash $ 5,933 $ 8,899 |
If there is a change in the amounts after the annual parent company only financial statements are authorized for issue, the differences are recorded as a change in the accounting estimate.
There is no difference between the actual amounts of compensation of employees and remuneration of directors paid and the amounts recognized in the parent company only financial statements for the years ended December 31, 2022 and 2021.
Information on the compensation of employees and remuneration of directors resolved by the Corporation’s board of directors is available at the Market Observation Post System website of the Taiwan Stock Exchange.
22. INCOME TAXES RELATING TO CONTINUING OPERATIONS
- a. Income tax recognized in profit or loss
Major components of income tax expense are as follows:
Current tax In respect of the current year Adjustments for prior year Deferred tax In respect of the current year Income tax expense recognized in profit or loss |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2023 $ 62,057 (20,405) (3,837) $ 37,815 |
2022 $ 81,784 (20,939) 2,896 $ 63,741 |
A reconciliation of accounting profit and income tax expense is as follows:
Profit before tax from continuing operations Income tax expense calculated at the statutory rate Nondeductible expenses in determining taxable income Nondeductible items in determining taxable income Unrecognized deductible temporary differences Adjustments for prior years’ tax Income tax expense recognized in profit or loss |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2023 $ 212,786 $ 42,557 1,771 3,872 10,020 (20,405) $ 37,815 |
2022 $ 578,465 $ 115,693 2,908 1,316 (35,237) (20,939) $ 63,741 |
- 43 -
b. Current tax liabilities
| Current tax liabilities Income tax payable |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2023 $ 103,991 |
2022 $ 117,239 |
c. Deferred tax assets and liabilities
The movements of deferred tax assets and deferred tax liabilities were as follows:
For the year ended December 31, 2023
| Deferred tax assets Temporary differences Associates Defined benefit obligations Deferred tax liabilities Temporary differences Unrealized exchange gains For the year ended December 31, 2022 Deferred tax assets Temporary differences Associates Defined benefit obligations Deferred tax liabilities Temporary differences Unrealized exchange gains |
Opening Balance Recognized in Profit or Loss $ 3,854 $ - 12,169 (669) $ 16,023 $ (669) $ 11,140 $ (4,506) Opening Balance Recognized in Profit or Loss $ 7,779 $ (3,925) - 12,169 $ 7,779 $ 8,244 $ - $ 11,140 |
Closing Balance $ 3,854 11,500 $ 15,354 $ 6,634 Closing Balance $ 3,854 12,169 $ 16,023 $ 11,140 |
|---|---|---|
d. Deductible temporary differences for which no deferred tax assets have been recognized in the parent company only balance sheets
| Deductible temporary differences After-sales service guarantee Deferred revenue |
December | 31 | |
|---|---|---|---|
| 2023 $ 2,888 73,928 $ 76,816 |
2022 $ 10,174 1,492 $ 11,666 |
-
44 -
-
e. The aggregate amount of temporary differences associated with investments for which deferred tax liabilities have not been recognized
As of December 31, 2023 and 2022, the taxable temporary differences associated with investments in subsidiaries and branches for which no deferred tax liabilities have been recognized were $180,554 thousand and $140,034 thousand, respectively.
- f. Income tax assessments
The Corporation’s income tax returns through 2021 have been assessed by the tax authorities.
23. EARNINGS PER SHARE
Unit: NT$ Per Share
Basic earnings per share Diluted earnings per share |
**For the Year Ended December 31 ** | **For the Year Ended December 31 ** | **For the Year Ended December 31 ** |
|---|---|---|---|
| 2023 $ 0.89 $ 0.89 |
2022 $ 2.63 $ 2.63 |
The earnings and weighted average number of ordinary shares outstanding used in the computation of earnings per share were as follows:
Net Profit for the Year
Profit for the year attributable to shareholders of the Corporation Earnings used in the computation of basic earnings per share Effect of potentially dilutive ordinary shares Compensation of employees Earnings used in the computation of diluted earnings per share |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2023 $ 174,971 174,971 - $ 174,971 |
2022 $ 514,724 514,724 - $ 514,724 |
The weighted average number of ordinary shares outstanding (in thousands of shares) was as follows:
Weighted average number of ordinary shares used in the computation of basic earnings per share Effect of potentially dilutive ordinary shares Compensation of employees Weighted average number of ordinary shares used in the computation of diluted earnings per share |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2023 195,531 91 195,622 |
2022 195,531 188 195,719 |
The Corporation may settle the compensation of employees in cash or shares; therefore, the Corporation assumes that the entire amount of the compensation will be settled in shares, and the resulting potential shares are included in the weighted average number of shares outstanding used in the computation of diluted earnings per share, as the effect is dilutive. Such dilutive effect of the potential shares is included in the computation of diluted earnings per share until the number of shares to be distributed to employees is resolved in the following year.
- 45 -
24. ACQUISITION OF A SUBSIDIARY THAT CONSTITUTES A BUSINESS - WITH OBTAINED CONTROL
| Proportion of | |||||
|---|---|---|---|---|---|
| Voting Equity | |||||
| Interests | Consideration | ||||
| Subsidiary | Principal Activity | Date of Acquisition | Acquired (%) | Transferred | |
| MIRLE | Engaged in the research, | November 1, 2023 | 60.01 |
$ | 70,000 |
| PEROVSKITE | development, production, and | ||||
| SOLAR CORP. | sales of machinery and | ||||
| equipment, system integration, | |||||
| and material applications for the | |||||
| calcium and titanium ore solar | |||||
| energy industry. |
The Corporation acquired 60.01% of the equity shares of MIRLE PEROVSKITE SOLAR CORP. on November 2023. For details about the acquisition of MIRLE PEROVSKITE SOLAR CORP., refer to Note 28 to the consolidated financial statements for the year ended December 31, 2023.
25. PARTIAL ACQUISITION OR DISPOSAL OF SUBSIDIARIES - WITHOUT LOSS OF CONTROL
On April 29, 2022, the Corporation acquired an additional 1% equity interest in DAVID INVESTMENT CO., LTD., and increased its continuing interest from 99% to 100%.
The above transactions were accounted for as equity transactions, since the Corporation did not cease to have control over these subsidiaries. Refer to Note 29 to the Corporation’s consolidated financial statements for the year ended December 31, 2022.
26. FINANCIAL INSTRUMENTS
- a. Fair value of financial instruments not measured at fair value
The management believes that except for the financial assets at amortized cost whose fair values cannot be reliably measured, the carrying amounts of the other financial assets and financial liabilities approximate their fair values.
-
b. Fair value of financial instruments measured at fair value on a recurring basis
-
1) Fair value hierarchy
December 31, 2023
| Financial assets at FVTOCI Investments in equity instruments Domestic listed shares Domestic unlisted shares Foreign unlisted shares |
Level 1 $ - - - $ - |
Level 2 $ 23,296 - - $ 23,296 |
Level 3 $ - 11,552 46,151 $ 57,703 |
Total $ 23,296 11,552 46,151 $ 80,999 |
|---|---|---|---|---|
- 46 -
| December 31, 2022 Financial assets at FVTOCI Investments in equity instruments Domestic unlisted shares Foreign unlisted shares |
Level 1 $ - - $ - |
Level 2 $ - - $ - |
Level 3 $ 9,955 45,467 $ 55,422 |
Total $ 9,955 45,467 |
|---|---|---|---|---|
$ 55,422 |
There were no transfers between Levels 1 and 2 in the current and prior years.
- 2) Reconciliation of Level 3 fair value measurements of financial instruments
| Financial Assets Balance at January 1 Recognized in other comprehensive income Cash returns from capital reduction Balance at December 31 |
Financial Assets at FVTOCI | Financial Assets at FVTOCI | Financial Assets at FVTOCI |
|---|---|---|---|
| Equity Instruments | |||
| 2023 $ 55,422 13,135 (10,854) $ 57,703 |
2022 $ 48,697 8,485 (1,760) $ 55,422 |
- 3) Valuation techniques and inputs applied for Level 2 fair value measurement
| Financial Instrument Investment in equity instruments |
Valuation Technique and Inputs |
|---|---|
| Equity instruments measured at fair value through other comprehensive income or loss in Level 2 of the fair value hierarchy are subject to restrictions on transfer or sale, and their fair values are based on quoted prices in active markets for similar unrestricted equity instruments, after discounted prices are taken into account. |
- 4) Valuation techniques and inputs applied for Level 3 fair value measurement
The fair value of unlisted shares is estimated based on the financial statements of the issuer of such shares or based on the observable price of stock of comparable companies at the end of the year. The estimated fair value is further evaluated by comparing the financial position and financial performance of the issuer with the comparable companies and by applying the implied value multiplier to the estimated price at the balance sheet date.
- c. Categories of financial instruments
| Financial assets Amortized cost Cash and cash equivalents Notes receivable (including related parties) Accounts receivable (including related parties) Other receivables (including related parties) Refundable deposits Financial assets at FVTOCI Equity instruments |
December 31 |
|---|---|
| 2023 2022 $ 619,400 $ 1,012,010 57,260 7,997 151,689 139,996 10,751 9,437 58,596 99,511 80,999 55,422 (Continued) |
- 47 -
| Financial liabilities Amortized cost Short-term bank loans Short-term bills payable Notes payable Accounts payable (including related parties) Accrued expenses and other current liabilities Long-term bank loans (including current portion) Guarantee deposits received Long-term payables |
**December 31 ** |
|---|---|
| 2023 2022 $ 2,500,000 $ 1,413,000 149,880 - 9,169 33,231 2,324,851 2,717,900 206,859 196,735 749,487 1,401,711 748 271 2,000 4,000 (Concluded) |
d. Financial risk management objectives and policies
The Corporation’s financial risk management objectives are to manage market risk, credit risk and liquidity risk relating to the operations of the Corporation. To reduce the related financial risks, the Corporation is committed to identify, evaluate and avoid the uncertainty of the market to reduce the potentially negative effects of market volatility on the Corporation’s financial performance.
The Corporation’s important financial activities were reviewed by the management in accordance with relevant regulations and internal control system. During the execution of the financial plans, the Corporation strictly complied with the relevant financial operating procedures.
1) Market risk
The Corporation’s activities exposed it primarily to the financial risks of changes in foreign currency exchange rates (see (a) below) and interest rates (see (b) below).
There has been no change to the Corporation’s exposure to market risks or the manner in which these risks were managed and measured.
a) Foreign currency risk
The Corporation have foreign currency denominated sales and purchases, which expose the Corporation to foreign currency risk.
The Corporation’s main operating activities are foreign currency denominated sales and purchases, which expose the Corporation to the risk of exchange rate changes.
The carrying amounts of the Corporation’s foreign currency denominated monetary assets and monetary liabilities are set out in Note 30.
Sensitivity analysis
The Corporation is mainly exposed to the USD, RMB and JPY.
The following table details the Corporation’s sensitivity to a 5% increase and decrease in the New Taiwan dollar (i.e., the functional currency) against the relevant foreign currencies. The sensitivity rate used when reporting foreign currency risk internally to key management personnel and representing management’s assessment of the reasonably possible change in foreign exchange rates is 5%. The sensitivity analysis included only outstanding foreign
- 48 -
currency denominated monetary items and adjusts their translation at the end of the year for a 5% change in foreign currency rates. A negative number below indicates a decrease in pre-tax profit associated with the New Taiwan dollar strengthening 5% against the relevant currency. For a 5% weakening of the New Taiwan dollar against the relevant currency, there would be an equal and opposite impact on pre-tax profit, and the balances below would be positive.
| Profit or loss |
USD Impact For the Year Ended December 31 2023 2022 $ (82,150) $ (79,203) |
RMB Impact For the Year Ended December 31 2023 2022 $ (5,496) $ 2,649 |
JPY Impact |
|---|---|---|---|
| For the Year Ended December 31 |
|||
| 2023 2022 $ 42 $ (5,843) |
The Corporation’s sensitivity to USD and RMB increased during the year mainly due to an increase in USD- and RMB-denominated net assets; sensitivity to JPY decreased during the year mainly due to an increase in JPY-denominated net liabilities.
b) Interest rate risk
The Corporation is exposed to interest rate risk because the Corporation borrow funds at both fixed and floating interest rates. The risk is managed by the Corporation by maintaining an appropriate mix of fixed and floating rate borrowings and using interest rate swap contracts and forward interest rate contracts. Hedging activities are evaluated regularly to align with interest rate views and defined risk appetites ensuring the most cost-effective hedging strategies are applied.
The carrying amounts of the Corporation’s financial assets and financial liabilities with exposure to interest rates at the end of the year were as follows:
| Fair value interest rate risk Financial assets Financial liabilities Cash flow interest rate risk Financial assets Financial liabilities |
**December 31 ** |
|---|---|
| 2023 2022 $ 43,270 $ 30,710 2,508,097 1,348,529 567,325 972,202 1,099,487 1,701,711 |
Sensitivity analysis
The sensitivity analysis below was determined based on the Corporation’s exposure to interest rates for both derivative and non-derivative instruments at the end of the year. For floating rate liabilities, the analysis was prepared assuming the amount of each liability outstanding at the end of the year was outstanding for the whole year. A 1% increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management’s assessment of the reasonably possible change in interest rates.
If interest rates had been 1% higher and all other variables were held constant, the Corporation’s pre-tax profit for the years ended December 31, 2023 and 2022 would have decreased by $10,995 thousand and $17,017 thousand, respectively, which was mainly attributable to the Corporation’s exposure to cash flow interest rate risk on its variable-rate borrowings.
The Corporation’s sensitivity to interest rates changed during the current year mainly due to the increase in variable-rate debt instruments.
- 49 -
2) Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations, resulting in a financial loss to the Corporation. At the end of the year, the Corporation’s maximum exposure to credit risk, which would cause a financial loss to the Corporation due to the failure of the counterparty to discharge its obligation and due to the financial guarantees provided by the Corporation, arises from the carrying amount of the respective recognized financial assets as stated in the parent company only balance sheets.
The Corporation’s concentration of credit risk of 61.36% and 60.90% of total amounts of accounts receivable and contract assets as of December 31, 2023 and 2022, respectively, was attributable to the Corporation’s ten largest customers in the property construction business segment. The concentration of credit risk of the remaining accounts receivable and contract assets was not significant.
3) Liquidity risk
The Corporation manages liquidity risk by monitoring and maintaining a level of cash and cash equivalents deemed adequate to finance the Corporation’s operations and mitigate the effects of fluctuations in cash flows. In addition, management monitors the utilization of bank borrowings and ensures compliance with loan covenants.
The Corporation relies on bank borrowings as a significant source of liquidity. As of December 31, 2023 and, 2022, the Corporation had available unutilized short-term bank loan facilities set out in (b) below.
- a) Liquidity and interest rate risk tables for non-derivative financial liabilities
The following table details the Corporation’s remaining contractual maturities for its non-derivative financial liabilities with agreed upon repayment periods. The table has been drawn up based on the undiscounted cash flows of financial liabilities from the earliest date on which the Corporation can be required to pay. The table includes both interest and principal cash flows. Specifically, bank loans with a repayment on demand clause were included in the earliest time band regardless of the probability of the banks choosing to exercise their rights. The maturity dates for other non-derivative financial liabilities were based on the agreed upon repayment dates.
To the extent that interest flows are at floating rates, the undiscounted amount was derived from the interest rate curve at the end of the year.
| December 31, 2023 On Demand or Less than 1 Month Non-interest bearing (Note) $ 314,427 Lease liabilities 2,414 Variable interest rate liabilities 84,732 Fixed interest rate liabilities 1,050,705 $ 1,452,278 |
1-3 Months 3 Months to 1 Year $ 364,762 $ 315,202 4,827 21,359 69,360 614,034 401,508 858,127 $ 840,457 $ 1,808,722 |
1+ Years $ - 202,591 344,898 - |
|---|---|---|
| $ 547,489 |
Further information on the maturity analysis of the above financial liabilities was as follows:
| Lease liabilities Variable interest rate liabilities |
Less than 1 Year $ 28,600 768,126 $ 796,726 |
1-5 Years $ 110,775 344,898 $ 455,673 |
5-10 Years $ 54,838 - $ 54,838 |
10-15 Years $ 36,978 - $ 36,978 |
15-20 Years $ - - $ - |
20+ Years $ - - |
|---|---|---|---|---|---|---|
| $ - |
- 50 -
December 31, 2022
| On Demand or Less than 1 Month Non-interest bearing (Note) $ 483,936 Lease liabilities 2,534 Variable interest rate liabilities 7,079 Fixed interest rate liabilities 528,202 $ 1,021,751 |
1-3 Months 3 Months to 1 Year $ 682,962 $ 500,783 5,068 22,714 42,188 729,699 536,676 50,337 $ 1,266,894 $ 1,303,533 |
1+ Years $ - 232,813 946,179 - |
|---|---|---|
| $ 1,178,992 |
Further information on the maturity analysis of the above financial liabilities was as follows:
| Lease liabilities Variable interest rate liabilities |
Less than 1 Year $ 30,316 778,966 $ 809,282 |
1-5 Years $ 114,237 946,179 $ 1,060,416 |
5-10 Years $ 74,202 - $ 74,202 |
10-15 Years $ 44,374 - $ 44,374 |
15-20 Years $ - - $ - |
20+ Years $ - - |
|---|---|---|---|---|---|---|
| $ - |
Note: Non-interest bearing liabilities do not include estimated accounts payable.
b) Financing facilities
| Long-term bank loan facilities: Amount used Amount unused Short-term bank loan facilities: Amount used Amount unused |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2023 $ 930,034 1,007,721 $ 1,937,755 $ 3,544,247 2,745,406 $ 6,289,653 |
2022 $ 1,401,711 836,099 $ 2,237,810 $ 2,292,003 3,365,567 $ 5,657,570 |
27. TRANSACTIONS WITH RELATED PARTIES
Besides information disclosed elsewhere in the other notes, details of transactions between the Corporation and related parties are disclosed as follows.
a. Related party name and category
| Related Party Name MIRLE AUTOMATION TECHNOLOGY (SHANGHAI) CO., LTD. IOT SERVICES INFORMATION SYSTEM CORPORATION VAN QUOC INFORMATION TECHNOLOGY CONSULTING SERVICES CO., LTD. |
Related Party Category |
|---|---|
| Subsidiary Subsidiary Subsidiary |
(Continued)
- 51 -
Related Party Category
Related Party Name
MIRLE AUTOMATION INTER CORP. LTD. FACTORY AUTOMATION INTERNATIONAL CO., LTD. MAIN DRIVE CORPORATION MIRLE AUTOMATION TECHNOLOGY (GUANGDONG) CO., LTD. JIANGSU HAIKUNMENG INTELLIGENT TECHNOLOGY CO., LTD.
MIRLE AUTOMATION (KUNSHAN) CO., LTD.
I-MEI FOODS CO., LTD. I-MEI JISHENG CO., LTD. I-MEI BIOMEDICINE CO., LTD. I-MEI MACROBIOTICS CO., LTD. I-MEI STORE COMPANY LTD. I-ME-I INFORMATION TECHNOLOGY CO., LTD.
OPENFIND INFORMATION TECHNOLOGY INC. SHINE MEI FOODS MARKETING & DISTRIBUTION CO., LTD.
GOLDEN SADDLE MACHINERY CO., LTD. FU MEI CO., LTD.
Subsidiary Subsidiary
Associate Associate
Associate
Associate (the subsidiary became as an associate since December 2023) Key management personnel Substantive related party Substantive related party Substantive related party Substantive related party Substantive related party Substantive related party Substantive related party Substantive related party Substantive related party (Concluded)
- b. Operating transaction
Sales Associates Subsidiaries Substantive related parties Key management personnel Purchases Subsidiaries Associates Manufacturing expenses Subsidiaries Associates |
**For the Year Ended ** | **For the Year Ended ** | **December 31 ** |
|---|---|---|---|
| 2023 $ 552,219 35,207 872 286 $ 588,584 $ 136,721 1,459 $ 138,180 $ 38,139 - $ 38,139 |
2022 $ 99,651 105,856 5,606 5,460 $ 216,573 $ 187,931 9,663 $ 197,594 $ 27,131 99 $ 27,230 |
(Continued)
- 52 -
Operating expenses Subsidiaries Substantive related parties Associates Other income Associates Other gains and losses Substantive related parties Acquisition of property, plant and equipment |
**For the Year Ended ** | **For the Year Ended ** | **December 31 ** |
|---|---|---|---|
| 2023 $ 579 89 10 $ 678 $ 80 $ 585 |
2022 $ 13,452 153 10 $ 13,615 $ - $ 585 (Concluded) |
Related Party Category/Name Subsidiaries Disposal of property, plant and equipment Proceeds For the Year Ended December 31 Related Party Category/Name 2023 2022 Subsidiaries $ - $ 181 |
Related Party Category/Name Subsidiaries Disposal of property, plant and equipment Proceeds For the Year Ended December 31 Related Party Category/Name 2023 2022 Subsidiaries $ - $ 181 |
Related Party Category/Name Subsidiaries Disposal of property, plant and equipment Proceeds For the Year Ended December 31 Related Party Category/Name 2023 2022 Subsidiaries $ - $ 181 |
Related Party Category/Name Subsidiaries Disposal of property, plant and equipment Proceeds For the Year Ended December 31 Related Party Category/Name 2023 2022 Subsidiaries $ - $ 181 |
Purchase Price | Purchase Price | Purchase Price | Purchase Price | Purchase Price |
|---|---|---|---|---|---|---|---|---|
| For the Year Ended December 31 | ||||||||
| 2023 2022 $ 236 $ 194 Gain on Disposal |
||||||||
Related Party Category/Name Subsidiaries |
||||||||
| For the Year Ended December 31 |
For the Year Ended December 31 |
|||||||
| 2023 $ - |
2022 $ 181 |
2023 $ - |
2022 $ - |
- Lease arrangements the Corporation is lessor - Lease arrangements the Corporation is lessor under operating leases
The Corporation leases out its plant and dormitory to its associate, MAIN DRIVE CORPORATION, under operating leases with lease terms of 3-5 years. As of December 31, 2023 and 2022, the balance of the operating lease receivable was $18,311 thousand and $12,632 thousand, respectively. The amounts of lease income recognized for the years ended December 31, 2023 and 2022 were as follows:
Related Party Category/Name Associates MAIN DRIVE CORPORATION |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2023 $ 4,430 |
2022 $ 3,684 |
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Acquisition of other assets
Related Party Category/Name Line Item Subsidiaries Other intangible assets Substantive related parties Other intangible assets |
Purchase Price | Purchase Price | Purchase Price |
|---|---|---|---|
| For the Year Ended December 31 | |||
| 2023 $ - - $ - |
2022 $ 120 60 $ 180 |
The products sold to related parties and purchases from related parties have no other suitable counterparties to compare with, so the collection and payment term are the same as general customers. Manufacturing expenses and operating expenses of the Corporation and related parties are outsourcing fee, management and support expenses, which are based on the prices decided by both parties and payment terms.
The transaction price and payment terms of the property, plant and equipment and the other intangible assets acquired and disposed of by the Corporation and its related parties are determined based on negotiation between the parties of the transaction. The related gain on disposal is recognized as unrealized gain.
c. Balances on balance sheet date
| Contract assets Associates Subsidiaries Contract liabilities Subsidiaries Substantive related parties Associates Notes receivable from related parties Key management personnel Substantive related parties |
December 31 | December 31 | |
|---|---|---|---|
| 2023 $ 344,220 1,262 $ 345,482 $ 10,710 591 242 $ 11,543 $ 72 41 $ 113 |
2022 $ - 77,290 $ 77,290 $ 5,299 - 9,235 $ 14,534 $ - 198 $ 198 (Continued) |
- 54 -
Accounts receivable from related parties Subsidiaries MIRLE AUTOMATION TECHNOLOGY (SHANGHAI) CO., LTD. MIRLE AUTOMATION INTER CORP. LTD. Others Substantive related parties I-MEI STORE COMPANY LTD. Others Key management personnel Associates Accounts payable to related parties Subsidiaries MIRLE AUTOMATION TECHNOLOGY (SHANGHAI) CO., LTD. Others Associates Other receivables from related parties Associates MAIN DRIVE CORPORATION Others Subsidiaries MIRLE AUTOMATION TECHNOLOGY (SHANGHAI) CO., LTD. IOT SERVICES INFORMATION SYSTEM CORPORATION Others Prepayments Substantive related parties Accrued expenses and other current liabilities Subsidiaries Associates |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2023 $ 5,918 1,191 - 194 19 17 13 $ 7,352 $ 216,282 8,803 376 $ 225,461 $ 1,864 25 1,072 - 217 $ 3,178 $ 102 $ 46,194 - $ 46,194 |
2022 $ 10,471 1,190 394 3,672 128 45 69 $ 15,969 $ 105,475 9,437 715 $ 115,627 $ 1,109 - 34 190 16 $ 1,349 $ 17 $ 20,441 104 $ 20,545 (Continued) |
- 55 -
| Guarantee deposits received Associates MAIN DRIVE CORPORATION |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2023 $ 748 |
2022 $ - (Concluded) |
No collateral is provided for the outstanding payables to related parties, which will be paid off by cash. The outstanding accounts receivable from related parties are unsecured. For the years ended December 31, 2023 and 2022, no impairment losses were recognized for accounts receivable from related parties.
- d. Remuneration of key management personnel
Short-term employee benefits Post-employment benefits |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2023 $ 59,903 2,644 $ 62,547 |
2022 $ 49,262 1,528 $ 50,790 |
The remuneration of directors and key executives, as determined by the remuneration committee, is based on the performance of individuals and market trends.
28. ASSETS PLEDGED AS COLLATERAL OR FOR SECURITY
The following assets have been pledged or mortgaged as collateral mainly for credit lines:
| Other intangible assets | **December ** | **31 ** | |
|---|---|---|---|
| 2023 $ - |
2022 $ 4,695 |
29. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS
In addition to those disclosed in other notes, significant contingencies and unrecognized commitments of the Corporation at December 31, 2023 and 2022 were as follows:
-
a. The endorsements/guarantees provided by the Corporation for MIRLE AUTOMATION TECHNOLOGY (SHANGHAI) CO., LTD and MIRLE AUTOMATION INTER CORP. LTD. amounted to $307,050 thousand and $92,115 thousand, respectively.
-
b. On April 11, 2022, the Corporation received a notice from the Intellectual Property and Commercial Court that the Securities Investor and Futures Trader Protection Center (hereinafter referred to as the “Insurance Center”) filed a lawsuit against the Corporation’s financial statements from 2012 to 2017. For actual reasons, a lawsuit for damages was filed against the Corporation, its principal, directors, supervisors and accounting supervisors, and the requested amount was $158,959 thousand. The Corporation has appointed lawyers to deal with the lawsuit brought by Shanghai Kai Insurance Center, which has no significant impact on the Corporation’s financial and operation at this stage.
-
56 -
30. SIGNIFICANT ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES
The Corporation’s significant financial assets and liabilities denominated in foreign currencies aggregated by the foreign currencies other than functional currencies of the Corporation and the related exchange rates between the foreign currencies and the respective functional currencies were as follows:
Financial assets Monetary items USD RMB JPY Non-monetary items Investments accounted for using the equity method USD Financial liabilities Monetary items USD RMB JPY Financial assets Monetary items USD RMB JPY Non-monetary items Investments accounted for using the equity method USD Financial liabilities Monetary items USD RMB JPY |
(In thousands of foreign currencies) December 31, 2023 Foreign Currency Exchange Rate $ 56,350 30.705 (USD:NTD) 95,602 4.327 (RMB:NTD) 12,072 0.2172 (JPY:NTD) 65,270 30.705 (USD:NTD) 2,841 30.705 (USD:NTD) 70,199 4.327 (RMB:NTD) 15,906 0.2172 (JPY:NTD) December 31, 2022 Foreign Currency Exchange Rate $ 53,622 30.710 (USD:NTD) 22,504 4.408 (RMB:NTD) 776,039 0.2324 (JPY:NTD) 57,962 30.710 (USD:NTD) 2,041 30.710 (USD:NTD) 34,522 4.408 (RMB:NTD) 273,199 0.2324 (JPY:NTD) |
|---|---|
For the years ended December 31, 2023 and 2022, realized and unrealized net foreign exchange (losses) gains were $(7,084) thousand and $248,796 thousand, respectively. It is impractical to disclose net foreign exchange (losses) gains by each significant foreign currency due to the variety of the foreign currency transactions and functional currencies of the Corporation.
- 57 -
31. SEPARATELY DISCLOSED ITEMS
-
a. Information on significant transactions:
-
1) Financing provided to others (Table 1)
-
2) Endorsements/guarantees provided (Table 2)
-
3) Marketable securities held (excluding investments in subsidiaries, associates and joint ventures) (Table 3)
-
4) Marketable securities acquired or disposed of at costs or prices of at least NT$300 million or 20% of the paid-in capital (Table 4)
-
5) Acquisition of individual real estate at costs of at least NT$300 million or 20% of the paid-in capital (None)
-
6) Disposal of individual real estate at prices of at least NT$300 million or 20% of the paid-in capital (None)
-
7) Total purchases from or sales to related parties amounting to at least NT$100 million or 20% of the paid-in capital (Table 5)
-
8) Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital (None)
-
9) Trading in derivative instruments (None)
-
b. Information on investees (Table 6)
-
c. Information on investments in mainland China
-
1) Information on any investee company in mainland China, showing the name, principal business activities, paid-in capital, method of investment, inward and outward remittance of funds, ownership percentage, net income of investees, investment income or loss, carrying amount of the investment at the end of the year, repatriations of investment income, and limit on the amount of investment in the mainland China area (Table 7)
-
2) Any of the following significant transactions with investee companies in mainland China, either directly or indirectly through a third party, and their prices, payment terms, and unrealized gains or losses (Table 8)
-
d. Information of major shareholders: List all shareholders with ownership of 5% or greater showing the name of the shareholder, the number of shares owned, and percentage of ownership of each shareholder (Table 9)
-
58 -
TABLE 1
MIRLE AUTOMATION CORPORATION
FINANCING PROVIDED TO OTHERS FOR THE YEAR ENDED DECEMBER 31, 2023 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| No. | Lender | Borrower | Financial Statement Account |
Related Party |
Highest Balance for the Period (Note 4) |
Ending Balance (Note 4) |
Actual Borrowing Amount |
Interest Rate (%) |
Nature of Financing (Note 2) |
Business Transaction Amount |
Reasons for Short-term Financing |
Allowance for Impairment Loss |
Collateral | Collateral | Financing Limit for Each Borrower (Note 1) |
Aggregate Financing Limit (Note 3) |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Value | ||||||||||||||||
| 0 1 2 |
The Corporation MIRLE AUTOMATION TECHNOLOGY (SHANGHAI) CO., LTD. MIRLE AUTOMATION (KUNSHAN) CO., LTD. |
MIRLE AUTOMATION (KUNSHAN) CO., LTD. The Corporation MIRLE AUTOMATION (KUNSHAN) CO., LTD. MIRLE AUTOMATION TECHNOLOGY (SHANGHAI) CO., LTD. |
Other receivables from related parties Other current assets Other current assets Other current assets |
Yes Yes Yes Yes |
$ 285,582 259,620 173,080 129,810 |
$ - 259,620 - - |
$ - - - - |
3 - - - |
2 2 2 2 |
$ - - - - |
Working capital Working capital Working capital Working capital |
$ - - - - |
- - - - |
$ - - - - |
$ 209,016 500,526 62,565 24,907 |
$ 1,672,128 500,526 500,526 199,259 |
- - - - |
Note 1: The total amount of financing provided to others shall not exceed 40% of the net value of the Corporation’s net value based on its most recent audited or reviewed financial statements. The limit of funds lent may not exceed 5% of the Corporation’s net value in the most recent audited or reviewed financial statements. However, foreign companies in which the Corporation directly and indirectly held 100% of the voting shares are not subject to the preceding restrictions in the preceding requirement, but their total amount of financing provided to others shall not exceed 40% of the Corporation’s net value.
Note 2: Nature of financing:
1. For business
2. For short-term financing
Note 3: The total amount of financing provided to others shall not exceed 40% of the Corporation’s net value in its most recent audited or reviewed financial statements. The total amount of financing provided by MIRLE AUTOMATION TECHNOLOGY (SHANGHAI) CO., LTD. to others shall not exceed 40% of its net value in its most recent audited or reviewed financial statements, The total amount of financing provided by MIRLE AUTOMATION (KUNSHAN) CO., LTD. to others shall not exceed 40% its net value in its most recent audited or reviewed financial statements.
Note 4: Financing limit approved by the board of directors.
- 59 -
TABLE 2
MIRLE AUTOMATION CORPORATION
ENDORSEMENTS/GUARANTEES PROVIDED FOR THE YEAR ENDED DECEMBER 31, 2023 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Endorser/Guarantor | Endorsee/Guarantee | Endorsee/Guarantee | Limit on Endorsement/ Guarantee Given on Behalf of Each Party (Note 4) |
Maximum Amount Endorsed/ Guaranteed During the Period |
Outstanding Endorsement/ Guarantee at the End of the Period |
Actual Amount Borrowed |
Amount Endorsed/ Guaranteed by Collateral |
Ratio of Accumulated Endorsement/ Guarantee to Net Equity in Latest Financial Statements (%) |
Aggregate Endorsement/ Guarantee Limit (Note 4) |
Endorsement/ Guarantee Given by Parent on Behalf of Subsidiaries |
Endorsement/ Guarantee Given by Subsidiaries on Behalf of Parent |
Endorsement/ Guarantee Given on Behalf of Companies in mainland China |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | Relationship | |||||||||||
| The Corporation | MIRLE AUTOMATION TECHNOLOGY (SHANGHAI) CO., LTD. MIRLE AUTOMATION INTER CORP. LTD. MIRLE AUTOMATION (KUNSHAN) CO., LTD. |
Note 1 Note 2 Note 3 |
$ 1,254,096 1,254,096 249,074 |
$ 460,575 92,115 122,820 |
$ 307,050 92,115 - |
$ - - - |
$ - - - |
7 2 - |
$ 2,090,160 2,090,160 2,090,160 |
Yes Yes No |
No No No |
Yes No Yes |
Note 1: The Corporation’s indirect wholly-owned subsidiaries.
Note 2: The Corporation’s direct wholly-owned subsidiaries.
Note 3: The company that conducts business with the Corporation.
-
Note 4: The amount of guarantees provided by the Corporation to any individual entity shall not exceed 10% of the Corporation’s net worth. The aggregate amount of guarantees available shall not exceed 50% of the Corporation’s net worth. The aggregate amount of guarantees given by the parent company on behalf of subsidiaries or subsidiaries on behalf of the parent company shall not exceed 30% of the Corporation’s net worth.
-
60 -
TABLE 3
MIRLE AUTOMATION CORPORATION
MARKETABLE SECURITIES HELD DECEMBER 31, 2023 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Holding Company Name | Type and Name of Marketable Securities | Relationship with the Holding Company |
Financial Statement Account | December 31, 2023 | December 31, 2023 | Note | ||
|---|---|---|---|---|---|---|---|---|
| Number of Shares |
Carrying Amount |
Percentage of Ownership (%) |
Fair Value | |||||
| The Corporation | TIEF FUND, L.P. | - | Financial assets at fair value through other comprehensive income - non-current |
1,500,000 | $ 46,151 | 7 | $ 46,151 | Note 1 |
| TSUKUBASEIKO CO., LTD. | - | Financial assets at fair value through profit or loss-non-current |
143,000 | - | 4 | - | Note 1 | |
| PHOENIX II INNOVATION VENTURE CAPITAL CO., LTD. |
- | Financial assets at fair value through other comprehensive income - non-current |
1,000,000 | 11,552 | 2 | 11,552 | Note 1 | |
| HYE TECHNOLOGY CO., LTD. | - | Financial assets at fair value through other comprehensive income - non-current |
800,000 | 23,296 | 2 | 23,296 | Note 1 | |
| MIRTEK (BVI) CORP. LTD. | AMERICAN MERCHANTS HEAT CO., LTD. |
- | Financial assets at fair value through other comprehensive income - non-current |
1,654,044 | - | 6 | - | Note 1 |
| FACTORY AUTOMATION INTERNATIONAL CO., LTD. |
UNION MONEY MARKET FUND | - | Financial assets as fair value through profit or loss - current |
1,498,441 | 20,342 | - | 20,342 | Note 2 |
Note 1: The market value was based on the fair value as of December 31, 2023.
Note 2: The fair value was based on the net assets value of the fund as of December 31, 2023.
Note 3: As of December 31, 2023, the above marketable securities had not been pledged or mortgaged.
Note 4: See Tables 6 and 7 for detailed information on subsidiaries and associates.
- 61 -
TABLE 4
MIRLE AUTOMATION CORPORATION
MARKETABLE SECURITIES ACQUIRED OR DISPOSED OF AT COSTS OR PRICES OF AT LEAST NT$300 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2023
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Company Name | Type and Name of Marketable Securities (Note 1) |
Financial Statement Account |
Counterparty (Note 2) |
Relationship (Note 2) |
Beginning Balance | Beginning Balance | Acquisition (Note 3) | Acquisition (Note 3) | Disposal (Note 3) | Disposal (Note 3) | **Ending ** | Balance | ||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Number of Shares |
Amount | Number of Shares |
Amount | Number of Shares |
Amount | Carrying Amount |
Gain (Loss) on Disposal |
Number of Shares |
Number of Shares |
|||||
| MIRLE HOLDING CO., LTD. |
MIRLE AUTOMATION (KUNSHAN) CO., LTD. |
Investments accounted for using the equity method |
JIANGSU HAIKUNMENG INTELLIGENT TECHNOLOGY CO., LTD. |
Associates |
- | $ 446,482 | - |
$ - | - |
$ 792,179 | $ 517,352 | $ 274,827 | - |
$ - |
Note 1: The marketable securities listed in the table above refer to marketable securities derived from shares, bonds, beneficiary certificates and the above listed items.
Note 2: Marketable securities recognized as investments accounted for using the equity method are required to be disclosed in column 2 of the above table.
Note 3: The amount of securities acquired or disposed of should be calculated individually based on the market price to determine if they have reached NT$300 million or 20% of the paid-in capital.
Note 4: Paid-in capital refers to the parent company’s paid-in capital. For shares issued that have no face value or whose fair values are not NT$10, the calculation of paid-in capital is based on 10% of the equity attributable to the owners of the parent company as stated in the balance sheet.
- 62 -
TABLE 5
MIRLE AUTOMATION CORPORATION
TOTAL PURCHASES FROM OR SALES TO RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2023
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Buyer/Seller | Related Party | Relationship | Transaction Details | Transaction Details | Abnormal Transaction | Abnormal Transaction | Notes/Accounts Receivable (Payable) |
Notes/Accounts Receivable (Payable) |
Note | ||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchases/ Sales |
Amount |
% of Total | Payment Terms | Unit Price |
Payment Terms | Ending Balance | % of Total |
||||
| The Corporation | JIANGSU HAIKUNMENG INTELLIGENT TECHNOLOGY CO., LTD. |
Associates | Sales | $ 517,594 | 6.82 | Net 90 days | $ - | - | $ - | - | - |
Note: The actual capital amount is the actual amount from the parent company; the issuer of no par stock or par value stock less than $10 New Taiwan dollars shall follow the actual capital amount as 20% of the transaction amount rule; equity is calculated at 10% of the equity in the parent company’s balance sheet.
- 63 -
TABLE 6
MIRLE AUTOMATION CORPORATION
INFORMATION ON INVESTEES FOR THE YEAR ENDED DECEMBER 31, 2023 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Investor Company | Investee Company | Location | Main Businesses and Products | Original Investment Amount | Original Investment Amount | As of December 31, | As of December 31, | 2023 | Net Income (Loss) of the Investee |
Share of Profit (Loss) |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2023 |
December 31, 2022 |
Number of Shares |
% | Carrying Amount |
|||||||
| The Corporation MIRTEK (BVI) CORP. LTD. DAVID INVESTMENT CO., LTD. IOT SERVICES INFORMATION SYSTEM CORPORATION |
MIRTEK (BVI) CORP. LTD. DAVID INVESTMENT CO., LTD MIRLE AUTOMATION INTER CORP. LTD. MIRLE PEROVSKITE SOLAR CORP. FACTORY AUTOMATION INTERNATIONAL CO., LTD. FORMOSA MEDICAL DEVICES INC. MAIN DRIVE CORPORATION MIRLE HOLDING CO., LTD. IOT SERVICES INFORMATION SYSTEM CORPORATION VAN QUOC INFORMATION TECHNOLOGY CONSULTING SERVICES CO., LTD. |
British Virgin Islands Taipei City Thailand Hsinchu County Taipei City Taipei City Hsinchu County Seychelles Taipei City Vietnam |
Investment Investment Machinery installation construction, automatic warehousing and logistics equipment and cybernation equipment construction Engaged in the research, development, production, and sales of machinery and equipment, system integration, and material applications for the calcium and titanium ore solar energy industry. Computer application package software design, computer and peripheral equipment sales Medical equipment wholesale and retail Machinery and equipment manufacturing and installation construction, wholesale and retail sale of computing and business machinery equipment Investment Machinery and equipment manufacturing and installation construction, wholesale and retail sale of computing and business machinery equipment Machinery and equipment manufacturing and installation construction, wholesale and retail sale of computing and business machinery equipment |
$ 951,348 76,100 103,921 70,000 42,075 21,911 177,125 544,745 76,100 15,520 |
$ 951,348 76,100 103,921 - 42,075 21,911 127,130 544,745 76,100 15,520 |
29,640,688 - 10,299,998 23,333,330 1,275,000 2,522,978 15,046,000 17,000,000 7,610,000 - |
100 100 100 60.01 51 21 20.67 100 100 100 |
$ 1,930,178 76,109 71,291 69,922 59,489 - 71,986 752,218 76,105 31,350 |
$ 240,075 (1,090) (3,201) (236) 16,006 - (197,694) 299,729 (1,090) 2,507 |
$ 240,840 (1,090) (3,201) (78) 8,163 - (42,034) 300,494 (1,090) 2,507 |
Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Note 2 Associate Second-tier subsidiary Second-tier subsidiary Third-tier subsidiary |
Note 1: Refer to Table 7 for information on investments in mainland China.
Note 2: FORMOSA MEDICAL DEVICES INC. was dissolved on May 27, 2020, but the liquidation procedures have not been completed, yet.
- 64 -
TABLE 7
MIRLE AUTOMATION CORPORATION
INFORMATION ON INVESTMENTS IN MAINLAND CHINA FOR THE YEAR ENDED DECEMBER 31, 2023 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Investee Company | Main Businesses and Products | Paid-in Capital | Method of Investment |
Accumulated Outward Remittance for Investment from Taiwan as of January 1, 2023 |
Remittance of Funds | Remittance of Funds | Accumulated Outward Remittance for Investment from Taiwan as of December 31, 2023 |
Net Income (Loss) of the Investee |
% Ownership of Direct or Indirect Investment |
Investment Gain (Loss) |
Carrying Amount as of December 31, 2023 |
Accumulated Repatriation of Investment Income as of December 31, 2023 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
Outward |
Inward | |||||||||||
| MIRLE AUTOMATION TECHNOLOGY (SHANGHAI) CO., LTD. MIRLE AUTOMATION (KUNSHAN) CO., LTD. MIRLE AUTOMATION TECHNOLOGY (GUANGDONG) CO., LTD. |
Developing, producing and selling of various packing machines, labeling machines, other food machinery, components of thermoforming models and automatic storage management equipment, logistics, other automated product systems and services and computer and network system integration and services Researching, developing and producing of welding robots and their welding equipment, automatic storage and management equipment, logistics and other automated product systems, industrial controller products and systems and providing industrial robot system, visual inspection system and computer and network system integrated application services Selling and manufacturing of industrial automatic control system devices; technical services, development, consulting, communication, transfer and promotion; electronic components and electromechanical component equipment manufacturing and selling; hardware research development, manufacturing and wholesale; electronic product sales; distribution switcher control equipment manufacturing, power transmission and distribution and control equipment manufacturing; motor and its control system research and development; servo control mechanism manufacturing and sales; electromechanical coupling system research and development; electrical equipment manufacturing; intelligent control system integration |
US$ 13,230 thousand (Note 2) US$ 17,000 thousand (Note 4) RMB 4,900 thousand (Note 2) |
Note 1 Note 1 Note 1 |
US$ 11,610 thousand (Note 3) US$ 17,000 thousand - |
$ - - - |
$ - - - |
US$ 11,610 thousand US$ 17,000 thousand - |
$ (59,531) 52,053 (3,567) |
100 36.17 49 |
$ (59,531) (Note 5) 52,818 (Note 5) (1,342) (Note 6) |
$ 1,251,317 - 20,299 |
$ - - - |
(Continued)
- 65 -
| Investee Company | Main Businesses and Products | Main Businesses and Products | Paid-in Capital | Paid-in Capital | Method of Investment |
Accumulated Outward Remittance for Investment from Taiwan as of January 1, 2023 |
Remittance of Funds | Remittance of Funds | Accumulated Outward Remittance for Investment from Taiwan as of December 31, 2023 |
Net Income (Loss) of the Investee |
% Ownership of Direct or Indirect Investment |
Investment Gain (Loss) |
Carrying Amount as of December 31, 2023 |
Accumulated Repatriation of Investment Income as of December 31, 2023 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Outward |
Inward | |||||||||||||
| SHENZHEN HICHAIN & MIRLE AUTOMATION CO., LTD. |
Engaged in technical services, technical development, technical consultation; general machinery installation; intelligent control system integration, software development, material handling equipment sales, internet equipment sales, computer hardware and software and auxiliary equipment retail |
RMB$ 17,000 thousand (Note 2) |
Note 1 | $ - | $ - | $ - | $ - | $ (418) | 36.17 | $ (151) (Note 6) |
$ 770 | $ - | ||
| Accumulated Outward Remittance for Investments in Mainland China as of December 31, 2023 |
Investment Amount Authorized by the Investment Commission, MOEA |
Upper Limit on the Amount of Investments Stipulated by the Investment Commission, MOEA |
||||||||||||
| US$ 28,610 thousand | US$ 31,560 thousand | $ 2,508,192 |
-
Note 1: By establishing MIRTEK (BVI) CORP. LTD. through investment in the third region and then invested in companies in mainland China.
-
Note 2: Accumulated outward remittance for investment from Taiwan is US$7,900 thousand. The amount of retained earnings transferred to ordinary shares is US$2,950 thousand and the investment amount of XINJI PHOTOELECTRIC CO., LTD. is US$2,380 thousand. After that, the Corporation acquired full ownership of MIRLE AUTOMATION TECHNOLOGY (SHANGHAI) CO., LTD. through MIRTEK (BVI) CORP. LTD.; meanwhile, the Corporation reinvested in MIRLE AUTOMATION TECHNOLOGY (SHANGHAI) CO., LTD. to acquire a 49% ownership of MIRLE AUTOMATION TECHNOLOGY (GUANGDONG) CO., LTD. and a 36.17% ownership of SHENZHEN HICHAIN & MIRLE AUTOMATION CO., LTD.
-
Note 3: Accumulated outward remittance for investment from Taiwan is US$7,900 thousand. The Corporation obtained the shares of MIRLE AUTOMATION TECHNOLOGY (SHANGHAI) CO., LTD. by paying US$3,710 thousand to XINJI PHOTOELECTRIC CO., LTD.
-
Note 4: The accumulated outward remittance for investment from Taiwan is US$17,000 thousand. The Corporation invested and established MIRLE HOLDING CO., LTD. through MIRTEK (BVI) CORP. LTD.; meanwhile, the Corporation acquired full ownership of MIRLE AUTOMATION (KUNSHAN) CO., LTD. through MIRLE HOLDING CO., LTD. Since December 1, 2023, it has become an invested corporation in which the Corporation indirectly holds 36.17% of the shares due to equity transfer.
-
Note 5: Calculated by audited financial statements of the investees for the same reporting periods as those of the Corporation.
-
Note 6: Calculated by unaudited financial statements of the investees for the same reporting periods as those of the Corporation.
(Concluded)
- 66 -
TABLE 8
MIRLE AUTOMATION CORPORATION
SIGNIFICANT TRANSACTIONS WITH INVESTEE COMPANIES IN MAINLAND CHINA, EITHER DIRECTLY OR INDIRECTLY THROUGH A THIRD PARTY, AND THEIR PRICES, PAYMENT TERMS, AND UNREALIZED GAINS OR LOSSES
FOR THE YEAR ENDED DECEMBER 31, 2023
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Investee Company | Transaction Type | Purchases/Sales | Purchases/Sales | Price | Transaction Details | Transaction Details | Notes/Accounts Receivable (Payable) |
Notes/Accounts Receivable (Payable) |
Unrealized (Gain) Loss |
Note |
|---|---|---|---|---|---|---|---|---|---|---|
| Amount | % | Payment Terms | Comparison with Normal Transactions |
Ending Balance | % |
|||||
| MIRLE AUTOMATION TECHNOLOGY (SHANGHAI) CO., LTD. MIRLE AUTOMATION TECHNOLOGY (GUANGDONG) CO., LTD. JIANGSU HAIKUNMENG INTELLIGENT TECHNOLOGY CO., LTD. |
Sales Purchases Sales Sales |
$ 26,592 110,026 34,624 517,594 |
0.35 2.52 0.46 6.82 |
Calculated according to the contract Calculated according to the contract Calculated according to the contract Calculated according to the contract |
Based on mutual agreement Based on mutual agreement Based on mutual agreement Based on mutual agreement |
No other equivalent transactions for comparison No other equivalent transactions for comparison No other equivalent transactions for comparison No other equivalent transactions for comparison |
$ 5,918 (216,282) - - |
2.83 9.27 - - |
$ - - - 72,780 |
None None None None |
- 67 -
TABLE 9
MIRLE AUTOMATION CORPORATION
INFORMATION OF MAJOR SHAREHOLDERS DECEMBER 31, 2023
| No. | Name of Major Shareholder | Shares | Shares |
|---|---|---|---|
| Number of Shares |
Ownership Percentage (%) |
||
| 1 | I-MEI FOODS CO., LTD. | 11,496,066 | 5.87 |
Note: The information of major shareholders presented in this table is provided by the Taiwan Depository & Clearing Corporation based on the number of ordinary shares and preferred shares held by shareholders with ownership of 5% or greater, that have been issued without physical registration (including treasury shares) by the Corporation as of the last business day for the current quarter. The share capital in the consolidated financial statements may differ from the actual number of shares that have been issued without physical registration because of different preparation basis.
- 68 -
THE CONTENTS OF STATEMENTS OF MAJOR ACCOUNTING ITEMS
ITEM
STATEMENT INDEX
| MAJOR ACCOUNTING ITEMS IN ASSETS, LIABILITIES AND EQUITY | |
|---|---|
| STATEMENT OF CASH AND CASH EQUIVALENTS | 1 |
| STATEMENT OF CONTRACT ASSETS - CURRENT | Note 20 |
| STATEMENT OF NOTES RECEIVABLE | 2 |
| STATEMENT OF ACCOUNTS RECEIVABLE | 3 |
| STATEMENT OF OTHER RECEIVABLES | Note 8 |
| STATEMENT OF INVENTORIES | 4 |
| STATEMENT OF OTHER CURRENT ASSETS | Note 14 |
| STATEMENT OF FINANCIAL ASSETS AT FAIR VALUE THROUGH | Note 7 |
| OTHER COMPREHENSIVE INCOME - NON-CURRENT | |
| STATEMENT OF CHANGES IN INVESTMENTS ACCOUNTED FOR | 5 |
| USING THE EQUITY METHOD | |
| STATEMENT OF CHANGES IN PROPERTY, PLANT AND EQUIPMENT | Note 11 |
| STATEMENT OF CHANGES IN ACCUMULATED DEPRECIATION OF | Note 11 |
| PROPERTY, PLANT AND EQUIPMENT | |
| STATEMENT OF CHANGES IN ACCUMULATED IMPAIRMENT OF | Note 11 |
| PROPERTY, PLANT AND EQUIPMENT | |
| STATEMENT OF CHANGES IN RIGHT-OF-USE ASSETS | 6 |
| STATEMENT OF CHANGES IN ACCUMULATED DEPRECIATION OF | 6 |
| RIGHT-OF-USE ASSETS | |
| STATEMENT OF CHANGES IN OTHER INTANGIBLE ASSETS | Note 13 |
| STATEMENT OF DEFERRED INCOME TAX ASSETS | Note 22 |
| STATEMENT OF OTHER NON-CURRENT ASSETS | Note 14 |
| STATEMENT OF SHORT-TERM BANK LOANS | Note 15 |
| STATEMENT OF SHORT-TERM BILLS PAYABLE | Note 15 |
| STATEMENT OF CONTRACT LIABILITIES - CURRENT | Note 20 |
| STATEMENT OF NOTES PAYABLE | 7 |
| STATEMENT OF ACCOUNTS PAYABLE | 8 |
| STATEMENT OF PROVISIONS - CURRENT | Note 17 |
| STATEMENT OF ACCRUED EXPENSES AND OTHER CURRENT | Note 16 |
| LIABILITIES | |
| STATEMENT OF LONG-TERM BANK LOANS | Note 15 |
| STATEMENT OF DEFERRED INCOME TAX LIABILITIES | Note 22 |
| STATEMENT OF LEASE LIABILITIES | 9 |
| STATEMENT OF OTHER NON-CURRENT LIABILITIES | Note 16 |
| MAJOR ACCOUNTING ITEMS IN PROFIT OR LOSS | |
| STATEMENT OF NET SALES | 10 |
| STATEMENT OF OPERATING COSTS | 11 |
| STATEMENT OF MANUFACTURING EXPENSES | 12 |
| STATEMENT OF OPERATING EXPENSES | 13 |
| STATEMENT OF OTHER OPERATING INCOME AND EXPENSES | Note 21 |
| STATEMENT OF FINANCE COSTS | Note 21 |
| SUMMARY OF EMPLOYEE BENEFITS, DEPRECIATION AND | 14 |
| AMORTIZATION EXPENSES BY FUNCTION |
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STATEMENT 1
MIRLE AUTOMATION CORPORATION
STATEMENT OF CASH AND CASH EQUIVALENTS DECEMBER 31, 2023
(In Thousands of New Taiwan Dollars)
| Item Cash in banks Current accounts Foreign currency accounts (Note 1) Time deposits (Note 2) Checking accounts Cash on hand |
Amount $ 402,754 164,571 43,270 25 610,620 8,780 $ 619,400 |
|---|---|
-
Note 1: Including US$4,619 thousand @30.705, CNY4,101 thousand @4.327,
¥$12,072 thousand @0.2172 and €70 thousand @33.98. -
Note 2: Expired by the end of January 18, 2024, annual interest rate of 2.70%.
-
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STATEMENT 2
MIRLE AUTOMATION CORPORATION
STATEMENT OF NOTES RECEIVABLE DECEMBER 31, 2023 (In Thousands of New Taiwan Dollars)
| Client Name Client A Others (Note) Less: Allowance for impairment loss |
Amount $ 50,562 6,935 57,497 (350) $ 57,147 |
|---|---|
Note: The amount of individual client in others does not exceed 5% of the account balance.
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STATEMENT 3
MIRLE AUTOMATION CORPORATION
STATEMENT OF ACCOUNTS RECEIVABLE DECEMBER 31, 2023 (In Thousands of New Taiwan Dollars)
| Client Name Client B Client C Client D Client E Client F Others (Note) Less: Allowance for impairment loss |
Amount $ 62,214 22,050 10,272 10,070 9,449 37,378 151,433 (7,096) $ 144,337 |
|---|---|
Note: The amount of individual client in others does not exceed 5% of the account balance.
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STATEMENT 4
MIRLE AUTOMATION CORPORATION
STATEMENT OF INVENTORIES DECEMBER 31, 2023 (In Thousands of New Taiwan Dollars)
| Item Finished goods Work in process Raw materials Inventory in transit Note 1: Based on the net realizable value. |
Amount | |
|---|---|---|
| Cost Market Value (Note 1) $ 5,303 $ 9,742 358,602 473,267 329,325 333,232 6,473 6,473 $ 699,703 $ 822,714 |
Note 2: The amount of inventory insured is NT$1,237,975 thousand.
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STATEMENT 5
MIRLE AUTOMATION CORPORATION
STATEMENT OF CHANGES IN INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD FOR THE YEAR ENDED DECEMBER 31, 2023
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Investee Company MIRTEK (BVI) CORP. LTD. DAVID INVESTMENT CO., LTD MIRLE AUTOMATION INTER CORP. LTD. MIRLE PEROVSKITE SOLAR CORP. FACTORY AUTOMATION INTERNATIONAL CO., LTD. MAIN DRIVE CORPORATION FORMOSA MEDICAL DEVICES INC. |
Balance, January 1, 2023 Number of Shares (In Thousands) Amount 29,641 $ 1,777,761 - 84,814 10,300 73,868 - - 1,275 53,366 11,713 47,772 2,523 - $ 2,037,581 |
Exchange Differences on Translation of Additions Share of the Financial Cash Number of Shares Gain (Loss) of Subsidiaries Statements of Foreign Dividends Distributed (In Thousands) Amount and Associates Operations by Subsidiaries - $ - $ 240,840 $ (15,987) $ - - - (1,090) (1,003) (6,612) - - (3,201) 624 - 23,333 70,000 (78) - - - - 8,163 - (2,040) 3,333 49,995 (42,034) - - - - - - - $ 119,995 $ 202,600 $ (16,366) $ (8,652) |
Equity Adjustment $ - - - - - 16,253 - $ 16,253 |
Deferred Credits Adjustment $ (72,436) - - - - - - $ (72,436) |
Balance, December 31, 2023 Number of Shares (In Thousands) % Amount 29,641 100 $ 1,930,178 - 100 76,109 10,300 100 71,291 23,333 60.01 69,922 1,275 51 59,489 15,046 20.67 71,986 2,523 21.03 - $ 2,278,975 |
Net Asset Value Remarks $ 2,004,106 Note 1 76,109 Note 1 59,984 Note 2 51,194 Note 2 27,567 Note 2 71,986 Note 2 - Note 2 $ 2,290,946 |
|---|---|---|---|---|---|---|
| Number of Shares (In Thousands) 29,641 - 10,300 - 1,275 11,713 2,523 |
Number of Shares (In Thousands) - - - 23,333 - 3,333 - |
Number of Shares (In Thousands) % 29,641 100 - 100 10,300 100 23,333 60.01 1,275 51 15,046 20.67 2,523 21.03 |
Note 1: The net value was based on audited financial statements for the same period.
Note 2: The net value was based on unaudited financial statements for the same period.
Note 3: The above investments accounted for using the equity method were not pledged as security.
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STATEMENT 6
MIRLE AUTOMATION CORPORATION
STATEMENT OF CHANGES IN RIGHT-OF-USE ASSETS AND ACCUMULATED DEPRECIATION OF RIGHT-OF-USE ASSETS FOR THE YEAR ENDED DECEMBER 31, 2023 (In Thousands of New Taiwan Dollars)
| Cost Land Transportation equipment Total Accumulated depreciation Land Transportation equipment Total Total |
January 1, 2023 $ 320,843 6,830 327,673 97,973 4,520 102,493 $ 225,180 |
Additions $ - - - 24,770 1,837 26,607 $ (26,607) |
Disposals December 31, 2023 $ (2,912) $ 317,931 (4,347) 2,483 (7,259) 320,414 (1,392) 121,351 (4,347) 2,010 (5,739) 123,361 $ (1,520) $ 197,053 |
|---|---|---|---|
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STATEMENT 7
MIRLE AUTOMATION CORPORATION
STATEMENT OF NOTES PAYABLE DECEMBER 31, 2023 (In Thousands of New Taiwan Dollars)
| Client Name Client A Others (Note) |
Amount $ 8,542 627 $ 9,169 |
|---|---|
Note: The amount of individual client in others does not exceed 5% of the account balance.
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STATEMENT 8
MIRLE AUTOMATION CORPORATION
STATEMENT OF ACCOUNTS PAYABLE DECEMBER 31, 2023 (In Thousands of New Taiwan Dollars)
| Client Name Client B Client C Client D Others (Note) |
Amount $ 175,395 153,907 121,245 1,648,843 $ 2,099,390 |
|---|---|
Note: The amount of individual client in others does not exceed 5% of the account balance.
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STATEMENT 9
MIRLE AUTOMATION CORPORATION
STATEMENT OF LEASE LIABILITIES DECEMBER 31, 2023 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Item Rental Period Discount Rate Land From January 2019 to December 2038 1.92%-2.16% Transportation equipment From May 2021 to September 2024 1.44% Total Less: Lease liabilities - current Lease liabilities - non-current |
Amount $ 207,736 481 208,217 (24,600) $ 183,617 |
|---|---|
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STATEMENT 10
MIRLE AUTOMATION CORPORATION
STATEMENT OF NET SALES FOR THE YEAR ENDED DECEMBER 31, 2023 (In Thousands of New Taiwan Dollars)
| Item Sale Quantity Semiconductor automation system Note Intelligent automated logistics system Note Photovoltaic panel automation system Note Digital technology products Note Other automation products 60,817 sets Less: Sales returns and discounts |
Amount $ 2,837,397 2,359,242 1,237,788 799,202 363,168 7,596,797 (7,235) $ 7,589,562 |
|---|---|
Note: Designed in response to customer needs. Each system requires different accessories and equipment, so the quantity cannot be calculated based on it.
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STATEMENT 11
MIRLE AUTOMATION CORPORATION
STATEMENT OF OPERATING COSTS FOR THE YEAR ENDED DECEMBER 31, 2023 (In Thousands of New Taiwan Dollars)
| Item Raw materials Balance, beginning of year Raw material purchased Raw materials, end of year Transferred to property, plant and equipment Others Raw materials used this year Direct labor Manufacturing expenses Manufacturing cost Work in process, beginning of year Others Work in process, end of year Cost of finished goods Finished goods, beginning of year Finished goods, end of year Cost of goods sold Other operating costs Total |
Amount $ 427,232 4,368,417 (329,325) (32,683) (119,367) 4,314,274 724,862 800,367 5,839,503 940,645 (151,208) (358,602) 6,270,338 14,878 (5,303) 6,279,913 (1,225) $ 6,278,688 |
|---|---|
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STATEMENT 12
MIRLE AUTOMATION CORPORATION
STATEMENT OF MANUFACTURING EXPENSES FOR THE YEAR ENDED DECEMBER 31, 2023 (In Thousands of New Taiwan Dollars)
| Item Outsourcing project Salary Travel expenses Temporary staff remuneration Depreciation Others (Note) |
Amount $ 168,163 125,025 108,517 93,755 50,709 254,198 $ 800,367 |
|---|---|
Note: The amount of each item in others does not exceed 5% of the account balance.
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STATEMENT 13
MIRLE AUTOMATION CORPORATION
STATEMENT OF OPERATING EXPENSES FOR THE YEAR ENDED DECEMBER 31, 2023 (In Thousands of New Taiwan Dollars)
| Selling and | General and | Research and | |
|---|---|---|---|
| Marketing | Administrative | Development | |
| Item | Expense | Expense | Expense |
| Personnel expenses | $ 145,883 | $ 171,759 |
$ 227,731 |
| Professional service fee | 43,823 | 5,401 | 1,553 |
| Travel expenses | 26,319 | 4,779 | 7,822 |
| After-sales service fee | 23,229 | - | - |
| Depreciation | 5,174 | 78,798 | 5,515 |
| Repair and maintenance costs | 801 | 28,780 | 1,273 |
| Electricity bill | 31 | 30,276 | - |
| Material requisition | - | - | 117,523 |
| Others (Note) | 8,467 |
127,692 |
68,706 |
| $ 253,727 | $ 447,485 |
$ 430,123 |
Note: The amount of each item in others does not exceed 5% of the account balance.
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STATEMENT 14
MIRLE AUTOMATION CORPORATION
SUMMARY OF EMPLOYEE BENEFITS, DEPRECIATION AND AMORTIZATION EXPENSES BY FUNCTION FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)
| Employee benefits expense Salary expense Employee insurance premium Pension Meal expenses Welfare Remuneration of directors Depreciation Amortization |
For the Year Ended December 31, 2023 Classified as Classified as Operating costs Operating expenses Total $ 718,395 $ 545,373 $ 1,263,768 65,792 51,242 117,034 36,150 27,610 63,760 20,669 14,228 34,897 11,157 - 11,157 - 3,859 3,859 $ 852,163 $ 642,312 $ 1,494,475 $ 50,709 $ 89,487 $ 140,196 $ 9,779 $ 14,473 $ 24,252 |
For the Year Ended December 31, 2022 | For the Year Ended December 31, 2022 | ||
|---|---|---|---|---|---|
| Classified as Classified as Operating costs Operating expenses $ 718,395 $ 545,373 65,792 51,242 36,150 27,610 20,669 14,228 11,157 - - 3,859 $ 852,163 $ 642,312 $ 50,709 $ 89,487 $ 9,779 $ 14,473 |
Classified as Classified as Operating costs Operating expenses $ 765,385 $ 473,842 68,224 44,354 36,293 21,923 22,786 12,194 13,104 - - 9,399 $ 905,792 $ 561,712 $ 40,117 $ 87,204 $ 9,870 $ 21,022 |
Total $ 1,239,227 112,578 58,216 34,980 13,104 9,399 $ 1,467,504 $ 127,321 $ 30,892 |
Note 1: As of December 31, 2023 and 2022, the number of employees was 1,226 and 1,235, respectively, including 7 and 8 directors who did not serve concurrently as employees, respectively,
-
Note 2: Companies whose stocks are listed on the Taiwan Stock Exchange or on the Taipei Exchange should disclose the following information:
-
1) The average employee benefits expense for the current year is $1,223 thousand (“Total employee benefits expenses for the current year-Total directors’ remuneration”/“Number of employees for the current year-Number of directors who have not served concurrently as employees”).
The average employee benefits expense for the previous year is $1,188 thousand (“Total employee benefits expenses for the previous year-Total directors’ remuneration”/“Number of employees for the previous year-Number of directors who have not served concurrently as employees”).
- 2) The average employee payroll and related expense for the current year is $1,037 thousand (Total payroll and related expense for the current year/“Number of employees for the current year-Number of directors who have not served concurrently as employees”).
The average employee payroll and related expense for the previous year is $1,010 thousand (Total payroll and related expense of the previous year/“Number of employees for the previous year-Number of directors who have not served concurrently as employees”).
-
3) Changes in the average employee payroll and related expense adjustment 2.67% (“Average employee payroll and related expense for the current year-Average employee payroll and related expense for the previous year”/Average employee payroll and related expense for the previous year).
-
4) The remuneration of supervisors for the previous year is $75 thousand. The Corporation has established an audit committee on June 9, 2022.
-
5) The Corporation’s compensation policy (include directors, managers and employees).
Article 43 of the Corporation’s charter stipulates that if the Corporation makes a profit each year, at least 1% shall be allocated for employees’ compensation, and no more than 2% shall be allocated as remuneration of directors. A reasonable amount of remuneration is given to employees based on the procedures for determining the remuneration, considering the Corporation’s operational results, and taking into account the employee’s contribution to the Corporation’s performance, as well as the Corporation’s “Board of Directors Performance Evaluation Method”. The relevant performance appraisal and salary reasonableness have been reviewed by the Salary and Compensation Committee and the Board of Directors.
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