AI assistant
MVI — AGM Information 2025
Jun 10, 2025
52016_rns_2025-06-10_3dbc06f6-6c0c-4a4f-8ef7-3f0977be65d2.pdf
AGM Information
Open in viewerOpens in your device viewer
(Translation - In case of any discrepancy between Chinese and English versions, the Chinese version shall prevail.)
Mosel Vitelic Inc.
2025 Annual General Shareholders’ Meeting Minutes
Date and Time: May 22, 2025 (Thursday), 9:00 a.m. Location: No. 1, Creation Rd.1, Hsinchu Science Park, Hsinchu City (the Company)
Convention Method: Physical Convention of Shareholders’ Meeting
Total common shares outstanding: 157,391,744 shares Attending shareholders and proxy representing: 94,663,738 shares (including 58,934,032 shares of e-voting), ratio of Attending shareholders and proxy representing to total common shares outstanding: 60.14%, exceeding the statutory quorum.
Participants: I-Hsien Tang (Chairperson), Chung- Wen Lan (Independent Director), Actron Technology Corporation Representative: Chien-Chih Lu(Director) , Total of 3 directors attended.
In Attendance: PWC Accountant, Ya-Huei Jheng, Lee and Li, Attorneys-at-Law, Chi Lee
Chairperson: I-Hsien Tang Secretary: Hsiu-Lin Wang
Call Meeting to Order
The aggregate shareholding of the presenting shareholders constituted a quorum
Chairperson’s Address
(Omitted)
Report Items
Item1. 2024 Business Report.
Explanation: Please refer to the 2024 Business Report of the Company (Attachment 1).
Item2. Audit Committee’s Review Report.
Explanation: Please refer to the 2024 Audit Committee’s Review Report (Attachment 2).
1
Item3. To report the distribution of 2024 employees' and directors' compensation
Explanation:
-
(I) Per the Company’s Articles of Incorporation article 21-1, “The Company shall allocate no less than 5% of the annual profit for employee compensation and distribute director compensation within a limit not exceeding 3% of the annual profit.”
-
(II) The company distributed employee compensation totaling NT$10,323,700 and director compensation totaling NT$2,064,740 in accordance with the requirement of aforementioned article , both in cash.
Item4. To report 2024 earnings distribution
Explanation:
-
(I) In response to the company’s operational capital planning, the Board of Directors resolved on July 31, 2024, not to distribute the earnings for the first half of 2024.
-
(I) In accordance with the company’s Articles of Association, the Board of Directors resolved on February 20, 2025, to distribute a cash dividend for the second half of 2024, totaling NT$47,217,523, with a cash dividend of NT$0.3 per common share. The cash dividend will be rounded down to the nearest whole dollar (amounts below one dollar will be disregarded), and any fractional amounts totaling less than one dollar will be recorded as other income of the company.
-
(II) In the future, if any changes in the company’s capital affect the number of outstanding shares, resulting in a change in the dividend distribution rate, the Chairman shall have full authority to handle the necessary adjustments.
Ratification Items
Item1 (Proposed by the Board of Directors)
Proposal: 2024 business report and financial statements, submitted for ratification.
Explanation:
-
(I) The Company's 2024 Financial Statements, including: Balance Sheets, Statement of Comprehensive Income, Statement of Change in Equity and Statements of Cash Flows, were audited by independent auditors, Ms. Ya-Hui Cheng and Ms.Shu-Chien Pai of PwC Taiwan.
-
(II) Please refer to the 2024 Business Report on (Attachment 1) and Independent Auditor’s Audit Report and the aforementioned Financial Statements on (Attachments 3 and 4).
Deliberations of the meeting ： No questions raised by shareholders.
2
Resolution: Approved by the voting result as following:
FOR – 89,339,536votes (94.37% of total votes)
AGAINST – 122,335 votes ABSTAIN – 5,201,867 votes INVALID - 0 vote
Item2 (Proposed by the Board of Directors)
Proposal: The Company’s 2024 earnings distribution, submitted for ratification
Explanation:
-
(I) The proposal for the distribution of earnings for the year 2024 was approved by the Board of Directors on February 20, 2025.
-
(II) Please refer to the 2024 Statement of Earnings Distribution of the Company (Attachment
-
5).
Deliberations of the meeting ： No questions raised by shareholders.
Resolution: Approved by the voting result as following:
FOR – 89,324,082votes (94.35% of total votes) AGAINST – 138,384 votes ABSTAIN – 5,201,272 votes INVALID - 0 vote
Discussion items
Item 1(Proposed by the Board of Directors)
Proposal: To amend the Company’s Articles of Incorporation.
Explanation:
- (I) In accordance with Article 14 of the Securities and Exchange Act, the relevant provisions
of the "Articles of Incorporation " have been amended.
- (II) Please refer to the Comparison Table for Amendments of “Articles of Incorporation” (Attachment 6) .
Deliberations of the meeting ： No questions raised by shareholders.
Resolution: Approved by the voting result as following:
FOR – 89,334,334votes (94.37% of total votes) AGAINST – 124,775 votes ABSTAIN – 5,204,629 votes INVALID - 0 vote
Item 2(Proposed by the Board of Directors)
Proposal: To address the company's capital needs, it is proposed to conduct a public offering or private placement of securities.
Explanation:
- (I) In response to the need for strategic alliance development, strengthening working capital,
3
repaying bank loans, purchasing machinery and equipment, making investments, or other funding requirements for the company’s future development to enhance competitiveness, the company proposes to request authorization from the shareholders' meeting to empower the Board of Directors to increase capital up to a total of 50 million common shares, at appropriate times, depending on the financial market conditions, through either public offering or private placement, or combination of both, in one or multiple tranches (up to two tranches of private placements).
-
(II) After the shareholders' meeting approves the domestic cash capital increase through public offering and/or private placement of common shares, the Board of Directors is authorized to handle the following matters: the issuance plan, issuance terms, quantity, price, amount, use of funds, project plans, schedule, expected potential benefits, capital increase record date, and other related matters. This includes any amendments required by regulatory authorities or due to changes in market conditions and the objective environment, as well as any other unresolved matters related to this proposal. The Board of Directors is granted full authority to manage these matters.
-
(III) The rights and obligations of the new shares issued in this offering shall be the same as those of the existing issued shares.
-
(IV) Except for the authority mentioned above or as stipulated by laws and regulations, it is proposed to authorize the Chairman or her designated person to represent the company in handling all matters related to the cash capital increase through public offering of common shares or private placement of common shares, and to sign related contracts and documents.
-
(V) Any matters not covered herein are proposed to be fully authorized for the Board of Directors to handle in accordance with relevant laws and regulations.
-
(VI) Please refer to the financing methods, content, and handling principles of this capital increase proposal (Attachment 7).
Deliberations of the meeting ： No questions raised by shareholders.
Resolution: Approved by the voting result as following:
FOR – 84,124,161votes (88.86% of total votes) AGAINST – 5,335,902 votes ABSTAIN – 5,203,675 votes INVALID - 0 vote
Extraordinary Motions
None
Meeting Adjourned
9:23 a.m., Thursday, May 22, 2025.
4
Attachment 1
Mosel Vitelic Inc. Business Report
Mosel is a semiconductor company that fabricate 6‐inch wafers, specializing in the production of power transistors, with a particular focus on applications in automotive‐grade products. Looking back at the year 2024, there were significant changes in the global semiconductor market.Firstly, with the inventory clearance, the pressure from excess inventory gradually eased, and market demand slowly improved. However, China ramped up its 8‐inch and 12‐inch capacity, and mature processes have become well‐established in China. This has led to internal competition within the country, with prices being driven down as companies compete for orders. This has caused global semiconductor procurement to shift toward China, with Chinese low prices serving as the basis for global semiconductor procurement bidding, making it difficult to maintain wafer market prices.Secondly, starting in 2024, Chinese 12‐inch fabs, in order to fill their capacity, began competing for orders from 8‐inch fabs, while 8‐inch fabs, in turn, competed for orders from 6‐inch fabs. In China, 12‐inch wafers are being sold at 8‐inch wafer prices, and 8‐inch wafers are being sold at 6‐inch wafer prices, causing a global price competition to intensify.Thirdly, the two main types of semiconductor foundry customers, Design Houses and Packaging Houses, have been directing their products and demands toward 8‐inch and 12‐inch fabs, driven by factors such as price, cost‐effectiveness, and a higher number of dies per wafer (Max. Gross die per wafer), in order to maintain their competitiveness in the market. This has made it increasingly difficult for 6‐inch semiconductor foundries to find customers.Under these circumstances, Mosel ,6‐inch fab must strive to move upstream in order to survive and thrive.
Mosel operations also face challenges. The impact of the Russia‐Ukraine war and global market localization have led to rising prices of various production materials, increased wages, and a second round of electricity price hikes by Taiwan Power Company in 2024, with an increase of up to 14%. Additionally, in order to reduce future carbon tax expenses and decrease carbon emissions, the company has made investments in equipment. Although the carbon reduction results have been remarkable and will significantly lower carbon tax expenses in the future, in the short term, Mosel faces the pressure of rising depreciation costs. Production costs are increasing year by year, further impacting corporate profitability. For Mosel revenue growth to be sustainable, it must outpace the growth of expenses, which presents a significant operational challenge.
The company set an revenue target of NT$ 1.7 billion for 2024. After efforts in marketing, promotion, and customer service integration, the full‐year revenue target was revised upward to NT$1.8 billion in the first quarter. Orders from automotive‐grade customers continued to increase, and those from non‐automotive‐grade customers also showed better performance compared to 2023. With the annual average capacity utilization rate reaching approximately 90%, and with foreign exchange gains, the company was able to achieve 104% of its revenue target for the year. Operating profit for the industry was approximately NT$46 million, and the net profit after tax for the year was around NT$91 million, with earnings per share (EPS) of NT$ 0.58. The following is a summary of the operational results for 2024 and the operational plan for 2025:
With the support of all our customers and the efforts of all employees, the company’s consolidated net revenue for the year 2024 was approximately NT$1.89 billion, an increase of 27.7% compared to the previous year. Operating profit for the industry was about NT$45 million, showing growth from the previous year. The net profit after tax for the year was approximately NT$91 million, with earnings per share (EPS) of NT$0.58.
After years of hard work and dedication, Mosel automotive power component production has been increasing year by year. In 2024, the revenue share from automotive products reached 45.5%, with shipments growing by 12.3% compared to the previous year. This growth was mainly driven by the increased demand for automotive diodes and automotive power MOSFETs, which became the main contributors to revenue. The demand for IGBT (Insulated Gate Bipolar Transistor) products was revised downward, accounting for only 3.6% of revenue, with shipments increasing by 164% compared to the previous year. This change was due to increased competition in the Chinese market, where existing customers shifted to internal procurement within China. The company will continue to focus on applications in home appliances, green energy, and industrial‐grade IGBTs, while also in response to customer needs, seize opportunities to enter the automotive market, aiming to lay a solid foundation for future growth momentum.
Since June 2023, Mosel has begun to establish its silicon carbide (SiC) semiconductor processing capabilities, procure new equipment, and build the SiC process platform. Simultaneously, the company has been working to establish foundry capabilities for manufacturing SiC power transistors. Due to the long lead times of some equipment, which can take up to two years, the period from 2024 to the first half of 2025 is considered the preparation phase. Thanks to the collective efforts in 2024, the company is on track to complete the SiC production line by the end of June 2025, with trial production expected to begin in the second half of 2025, providing a monthly capacity of 3,000 wafers. As the SiC
foundry customer market progresses, the company will gradually purchase additional equipment to increase monthly capacity, making it a key revenue driver for the 6‐inch semiconductor plant.
The company is confident that, with the leadership of the management team and the efforts of all employees, it will be able to capture the demand in automotive electronics and industrial applications. By carefully evaluating capital expenditures, optimizing capacity, and renewing equipment, Mosel aims to strengthen its cost competitiveness and technological expertise. The company will focus on improving product quality and production efficiency, while actively seeking more collaborations with major international companies. Together with its customers, Mosel intends to accelerate the introduction of more competitive and higher‐margin product process technologies, establishing a long‐term stable customer base and driving revenue growth.
The Company's management team and all of its employees fully understand the shareholders' and the general public's expectations of the Company. Despite the harsh business environment and challenges, we will continue to accelerate R&D innovation, strengthen competitive advantages, step up cost control measures and do best to improve operation performance. We look forward to sharing a positive outcome and achievement with all shareholders and customers.
Chairman: I‐Hsien Tang
President: Chien‐Chih Lu Accounting Officer: Ya‐Fei Yang
Attachment 2
Audit Committee’s Review Report
The Board of Directors has prepared the Company’s 2024 Business Report, Financial Statements, and proposal for earnings distribution. Financial Statements were audited by PwC Taiwan and they issued an audited report accordingly. We, as the Audit Committee of the Company, have reviewed the Business Report, Financial Statements, and proposal for earnings distribution and do not find any discrepancies. According to Article 14‐4 of the Securities and Exchange Act and Article 219 of the Company Act, we hereby submit this report.
Mosel Vitelic Inc.
Chairman of the Audit Committee: Chen‐Tu Liu
February 20, 2025
Attachment 3
Independent Auditors’ Report
The Board of Directors and Shareholders of Mosel Vitelic Inc.
Opinion
We have audited the accompanying consolidated financial statements of Mosel Vitelic Inc. and its subsidiaries (the “Group”), which comprise the consolidated balance sheets as of December 31, 2024 and 2023, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2024 and 2023, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulation Governing Auditing and Attestation of Financial Statements by 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 Consolidated Financial Statements section of our report. We are independent of the Group 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 consolidated financial statements of the Group for the year ended December 31, 2024. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matters for the Group's consolidated financial statements for the year ended December 31, 2024 are stated as follows:
Recognition of foundry service income
Description
Please refer to Note 4(26) of the consolidated financial statements for detailed accounting policies on foundry service revenue recognition. Please refer to Note 6(21) of the consolidated financial statements for details of operating revenue.
For the foundry service revenue of Mosel Vitelic Inc. (the “Company”), the revenue is recognized over time. Since the completion level is determined based on the actual cost incurred over the estimated total cost, it involves estimation uncertainly. As the foundry service revenue is considered to have material impact on the financial statements, we are of the opinion that the foundry service revenue of the Company shall be listed as a key audit matter for the current year.
Responding Audit Procedures
The responding audit procedures for the recognition of foundry service income adopted by us are as follows:
-
Interviewed with the management to understand and assess relevant accounting policies on revenue recognition, and tested relevant internal control design and implementation status.
-
According to the understanding of the Company’s model, assessed the reasonableness of its revenue recognition based on the time when its foundry service is provided.
-
Understood relevant procedures adopted by the Company for the estimated total cost summarization and assessed the reasonableness of completion percentage estimation.
-
Randomly inspected the sales price and contract performance obligation of original sales orders, in order to verify the accuracy of service revenue recognition.
Other Matters – Parent Company Only Financial Statements
We have also audited the parent company only financial statements of Mosel Vitelic Inc. as of and for the years ended December 31, 2024 and 2023 on which we have issued an unmodified opinion.
Responsibilities of Management Level and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated 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 consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the management is responsible for assessing the Group’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 Group 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 Group’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated 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 the consolidated 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:
-
Identify and assess the risks of material misstatement of the consolidated 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.
-
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 internal control of the Group.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.
-
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 ability of the Group 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 consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the accompanying notes, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group 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 statements that we have complied with relevant independence declaration specified in the Code of Ethics for Professional Accountants of the Republic of China, and we have also communicated with governance on all relationships and other matters (including relevant protective measures) that may reasonably be thought to
bear on our independence.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2024 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 YaHui Cheng and Shu-Chien Pai.
PricewaterhouseCoopers, Taiwan
February 20, 2025
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.
| Mosel Vitelic Inc. and Subsidiaries | Mosel Vitelic Inc. and Subsidiaries | Mosel Vitelic Inc. and Subsidiaries | |||||
|---|---|---|---|---|---|---|---|
| Consolidated Balance Sheets | |||||||
| December 31, 2024 and 2023 | |||||||
| (In Thousands of New Taiwan | Dollars) | ||||||
| December 31,2024 | December 31,2023 | ||||||
| Assets | Notes | Amount | % | Amount | % | ||
| Current assets | |||||||
| 1100 | Cash and cash equivalents | 6(1) | $ | 891,333 | 27 $ | 988,930 | 29 |
| 1136 | Financial assets at amortized cost - | 6(3) and 8 | |||||
| current | 461,406 | 14 | 721,333 | 21 | |||
| 1170 | Accounts receivable, net | 6(4) | 247,012 | 7 | 127,588 | 4 | |
| 1180 | Accounts receivable - related parties, | 6(4) and 7 | |||||
| net | 100,994 | 3 | 86,875 | 2 | |||
| 1200 | Other receivables | ||||||
| 717 | - | 8,204 | - | ||||
| 1220 | Current tax assets | ||||||
| 6,210 | - | 5,132 | - | ||||
| 130X | Inventories | 6(5) | 285,440 | 8 | 268,794 | 8 | |
| 1410 | Prepayments | 6(6) and 9(2) | 70,164 | 2 | 26,933 | 1 | |
| 1470 | Other current assets | ||||||
| 1 | - | - | - | ||||
| 11XX | Total current assets | ||||||
| 2,063,277 | 61 | 2,233,789 | 65 | ||||
| Non-current assets | |||||||
| 1517 | Financial assets at fair value through | 6(2) | |||||
| other comprehensive income - non- | |||||||
| current | 8,548 | - | 16,911 | - | |||
| 1535 | Financial assets at amortized cost - | 6(3) and 8 | |||||
| non-current | 17,907 | 1 | 17,907 | 1 | |||
| 1600 | Property, plant and equipment | 6(8) | 769,797 | 23 | 723,743 | 21 | |
| 1755 | Right-of-use assets | 6(9) | 287,076 | 9 | 298,854 | 9 | |
| 1780 | Intangible assets | 988 | - | 906 | - | ||
| 1900 | Other non-current assets | 6(10) | 217,609 | 6 | 124,877 | 4 | |
| 15XX | Total non-current assets | ||||||
| 1,301,925 | 39 | 1,183,198 | 35 | ||||
| 1XXX | Total assets | $ | 3,365,202 | 100 $ | 3,416,987 | 100 |
(Continued on next page)
Mosel Vitelic Inc. and Subsidiaries Consolidated Balance Sheets December 31, 2024 and 2023
| Liabilities and equity | (In Thousands of New Taiwan Dollars) December 31,2024 December 31,2023 Notes Amount % Amount % 6(21) $ 9,060 - $ 14,497 - 7 - 7 - 6(11) 134,735 4 108,701 3 7 41,270 1 20,761 1 6(12) 240,520 7 202,235 6 7 - - 1,327 - - - 183 - 9,556 - 9,318 - 6(13) and 7 156,059 5 229,303 7 591,207 17 586,332 17 296,577 9 306,134 9 6(14)(15) and 7 15,366 - 160,609 5 311,943 9 466,743 14 903,150 26 1,053,075 31 6(17) 1,573,917 48 1,571,567 46 6(18) 599,930 18 594,701 17 6(19) 80,899 2 80,899 2 e 80,827 2 80,827 2 213,339 6 122,490 4 6(20) ( 107,793) ( 3) ( 109,744) ( 3) 2,441,119 73 2,340,740 68 4(3) 20,933 1 23,172 1 2,462,052 74 2,363,912 69 9 11 $ 3,365,202 100 $ 3,416,987 100 |
|---|---|
| Current liabilities 2130 Contract liabilities - current 2150 Notes payable 2170 Accounts payable 2180 Accounts payable - related parties 2200 Other payables 2220 Other payables - related parties 2230 Current tax liabilities 2280 Lease liabilities - current 2300 Other current liabilities 21XX Total current liabilities Non-current liabilities 2580 Lease liabilities - non-current 2600 Other non-current liabilities 25XX Total non-current liabilities 2XXX Total liabilities Equity attributable to the owners of the parent company Share capital 3110 Common shares Capital surplus 3200 Capital surplus Retained earnings 3310 Appropriated as legal capital reserve 3320 Appropriated as special capital reserv 3350 Unappropriated earnings Other equity interest 3400 Other equity interest 31XX Total equity attributable to the owners of the parent company 36XX Non-controlling interests 3XXX Total equity Significant contingent liabilities and unrecognized contract commitments Significant Subsequent Events 3X2X Total liabilities and equity |
The accompanying notes are an integral part of the consolidated financial statements.
Chairman: I-Hsien Tang
Managerial Officer:Chien-Chih Lu
Accounting Officer: Ya-Fei Yang
Mosel Vitelic Inc. and Subsidiaries
Consolidated Statement of Comprehensive Income For the years ended December 31, 2024 and 2023
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| Item | 2024 2023 Notes Amount % Amount % 6(21) and 7 $ 1,893,958 100 $ 1,483,112 100 6(5) (26) (27) ( 1,502,060)( 80)( 1,418,438) ( 96) 391,898 20 64,674 4 6(26) (27) ( 26,948) ( 1) ( 21,790) ( 1) ( 152,416) ( 8) ( 112,592) ( 8) ( 167,356) ( 9) ( 125,710) ( 8) 12(2) 133 -( 182) - ( 346,587)( 18)( 260,274) ( 17) 45,311 2 195,600)( 13) 6(22) 30,396 2 41,531 3 6(23) 1,127 - 10,269 1 6(24) 22,214 1 ( 24,653) ( 2) 6(25) ( 7,873) -( 8,075) ( 1) 45,864 3 19,072 1 91,175 5 ( 176,528) ( 12) 6(28) 9 -( 183) - $ 91,184 5($ 176,711)( 12) 6(15) $ - - $ 4,219 - 6(2) (20) ( 8,363) ( 1)( 5,478) - ($ 8,363) ( 1)($ 1,259) - $ 82,821 4($ 177,970)( 12) $ 90,849 5 ($ 175,411) ( 12) 335 -( 1,300) - $ 91,184 5($ 176,711)( 12) |
|---|---|
| 4000 Operating revenue 5000 Operating costs 5900 Gross profit Operating expenses 6100 Sales and marketing expenses 6200 General and administrative expenses 6300 Research and development expenses 6450 Expected credit losses 6000 Total operating expenses 6900 Operating income (loss) Non-operating income and expenses 7100 Interest income 7010 Other income 7020 Other gains and losses 7050 Financial costs 7000 Total non-operating income and expenses 7900 Net income (loss) before tax 7950 Income tax income (expense) 8200 Net income (loss) Other comprehensive income (loss) Items that will not be reclassified subsequently to profit or loss 8311 Remeasurements of defined benefit pension plans 8316 Unrealized gains or losses on investments in equity instruments measured at fair value through other comprehensive income 8300 Other comprehensive (loss), net 8500 Total comprehensive income (loss) Net income (loss) attributable to: 8610 Owners of the parent company 8620 Non-controlling interests |
(Continued on next page)
Mosel Vitelic Inc. and Subsidiaries
Consolidated Statement of Comprehensive Income For the years ended December 31, 2024 and 2023
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| Item | Notes 6(29) |
2024 | 2023 % Amount % 4 ($ 176,659) ( 12) -( 1,311) - 4($ 177,970)( 12) 0.58($ 1.12) 0.58($ 1.12) |
|---|---|---|---|
| Amount $ 82,486 335 $ 82,821 $ |
|||
| Total comprehensive income (loss) attributable to: 8710 Owners of the parent company 8720 Non-controlling interests Earnings (loss) per share (NTD) 9750 Basic earnings (loss) per share 9850 Diluted earnings (loss) per share |
|||
| $ |
The accompanying notes are an integral part of the consolidated financial statements.
Chairman: I-Hsien Tang
Managerial Officer: Chien-Chih Lu Accounting Officer: Ya-Fei Yang
Mosel Vitelic Inc. and Subsidiaries Consolidated Statement of Changes in Equity For the years ended, 2024 and 2023
(In Thousands of New Taiwan Dollars)
| Notes 2023 Balance, January 1, 2023 Net(loss) Other comprehensive income(loss) 6(20) Total comprehensive income Appropriation and distribution of 2022 retained earnings 6(19) Legal reserve Special reserve Cash dividends Issuance of new restricted employee shares 6(16)(17)(18)(20) Share-based compensation costs 6(16)(20) Cash dividends distributed by subsidiary to non-controlling interest Balance, December 31, 2023 2024 Balance, January 1, 2024 Net income Other comprehensive income (loss) 6(20) Total comprehensive income (loss) Issuance of new restricted employee shares 6(16)(17)(18)(20) Retirement of new restricted employee shares 6(16)(17)(18)(20) Share-based compensation costs 6(16)(20) Return of investment funds by subsidiary to non-controlling interests Balance, December 31, 2024 |
Notes | Equity attributable to owners ofthe parent | company | company | company | Non-controlling interests |
Totalequity | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| C | Retained earnings | Otherequityinterest | Total | ||||||||||
| Unrealized gain (losses)on financial assets measured at fair value through other comprehensive income |
Unearned compensation of employees |
||||||||||||
| ) | $ - - - - - - - 24,650 ) 1,198 - $ 23,452) $ 23,452) - - - 6,564 ) 1,335 15,543 - $ 13,138) |
The accompanying notes are an integral part of the consolidated financial statements.
Chairman: I-Hsien Tang
Managerial Officer: Chien-Chih Lu
Accounting Officer: Ya-Fei Yang
Mosel Vitelic Inc.
Consolidated Statement of Cash Flows For the years Ended December 31, 2024 and 2023
| Cash flows from operating activities Net income (loss) before tax Adjustments Adjustments to reconcile profit (loss) Depreciation expense Amortization expense Expected credit (gains) losses Interest expense Interest income Dividend income Share-based compensation costs Gain on disposal or retirement of property, plant and equipment Changes in operating assets/liabilities Net changes in operating assets Accounts receivable Accounts receivable - related parties Other receivables Inventories Prepayments Other current assets Net changes in operating liabilities Contract liabilities Accounts payable Accounts payable - related parties Other payables Other payables - related parties Other current liabilities Net defined benefit liabilities Cash inflow (outflow) generated from operations Interest received Dividends received Income tax (paid) returned Net cash inflow (outflow) from operating activities Cash flows from Investing activities Cash refund from capital reduction of financial assets at fair value through other comprehensive income Acquisition of financial assets at amortized cost Disposal of financial assets at amortized cost Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Acquisition of intangible assets Decrease in refundable deposits Net cash inflow (outflow) from investing activities Cash flows from financing activities Decrease in guaranteed deposits Repaid principal of lease liabilities Interest paid Issuance of new restricted employee shares Retirement of new restricted employee shares Dividends paid Cash dividends distributed by subsidiary to non-controlling interests Return of investment funds by subsidiary to non-controlling interests Net cash outflow from financing activities Decrease in cash and cash equivalents Balance of cash and cash equivalents at beginning of year Balance of cash and cash equivalents at end of year |
(In Thousands of New Taiwan Dollars) Notes 2024 2023 $ 91,175 ( $ 176,528 ) 6(8) (9) (26) 91,822 78,202 6(26) 316 212 12(2) ( 133 ) 182 6(25) 7,873 8,075 6(22) ( 30,396 ) ( 41,531 ) 6(23) ( 7 ) ( 603 ) 6(16)(20)(27) 15,543 1,198 6(24) ( 5,730 ) ( 2,150 ) ( 119,430 ) 121,993 ( 13,980 ) 4,604 2,220 557 ( 16,646 ) 22,036 ( 43,231 ) ( 2,238 ) ( 1 ) - ( 5,437 ) ( 823 ) 26,034 ( 63,872 ) 20,509 20,761 17,950 ( 58,444 ) ( 1,327 ) 1,327 2,309 1,821 ( 2,006 ) ( 11,391 ) 37,427 ( 96,612 ) 35,663 39,085 7 603 ( 1,252 ) ( 3,719 ) 71,845 ( 60,643 ) 6(2) - 6,948 ( 420,421 ) ( 695,517 ) 680,348 621,870 6(30) ( 200,711 ) ( 154,932 ) 6,280 2,150 ( 398 ) ( 620 ) 1,666 1,667 66,764 ( 218,434 ) 6(31) ( 218,790 ) ( 185,749 ) 6(31) ( 9,319 ) ( 8,846 ) 6(9)(31) ( 7,873 ) ( 8,075 ) 6(17) 2,950 10,000 6(17) ( 600 ) - 6(31) - ( 312,314 ) 6(31) - ( 1,774 ) ( 2,574 ) - ( 236,206 ) ( 506,758 ) ( 97,597 ) ( 785,835 ) 6(1) 988,930 1,774,765 6(1) $ 891,333$ 988,930 |
|---|---|
The accompanying notes are an integral part of the consolidated financial statements.
Managerial Officer: Chien-Chih Lu Accounting Officer: Ya-Fei Yang
Chairman: I-Hsien Tang
Attachment 4
Independent Auditors’ Report
The Board of Directors and Shareholders of Mosel Vitelic Inc.
Opinion
We have audited the accompanying parent company only financial statements of Mosel Vitelic Inc. (the "Company"), which comprise the parent company only balance sheets as of December 31, 2024 and 2023, and the parent company only statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the parent company only financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the accompanying parent company only financial position of the Company as of December 31, 2024 and 2023, and its parent company only financial performance and its parent company only cash flows for the years 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 Regulation Governing Auditing and Attestation of Financial Statements by 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 Parent Company Only Financial Statements section of our report. We are independent of the Company 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 parent company only financial statements of the Company for the year ended December 31, 2024. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matters for the parent company only financial statements of the Company for the year ended December 31, 2024 are stated as follows:
Recognition of foundry service revenue
Description
Please refer to Note 4(25) of the parent company only financial statements for detailed accounting policies on foundry service revenue recognition. Please refer to Note 6(21) of the parent company only financial statements for the details of operating revenue.
For the foundry service revenue of the Company, the revenue is recognized over time. Since the completion level is determined based on the actual cost incurred over the estimated total cost, it involves estimation uncertainly. As the foundry service revenue is considered to have material impact on the financial statements, we are of the opinion that the foundry service revenue of the Company shall be listed as a key audit matter for the current year.
Responding Audit Procedures
The responding audit procedures for the recognition of foundry service revenue adopted by us were as follows:
-
Interviewed with the management to understand and assess relevant accounting policies on revenue recognition, and tested relevant internal control design and implementation status.
-
According to the understanding of the Company’s model, assessed the reasonableness of its revenue recognition based on the time when its foundry service is provided.
-
Understood relevant procedures adopted by the Company for the estimated total cost summarization and assessed the reasonableness of completion percentage estimation.
-
Randomly inspected the sales price and contract performance obligation of original sales orders, in order to verify the accuracy of service revenue recognition.
Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements
Management is responsible for the preparation and fair presentation of the parent company only 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 parent company only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company only financial statements, the management is responsible for assessing the Company’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 Company 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 Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Parent Company Only Financial Statements
Our objectives are to obtain reasonable assurance about whether the parent company only 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 parent company only 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:
-
Identify and assess the risks of material misstatement of the parent company only 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.
-
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 internal control of the Company.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
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 ability of the Company 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 parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the parent company only financial statements, including the accompanying notes, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the group 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 statements that we have complied with relevant independence declaration specified in the Code of Ethics for Professional Accountants of the Republic of China, and we have also communicated with governance on all relationships and other matters (including relevant protective measures) that may reasonably be thought to bear on our independence.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements for the year ended December 31, 2024 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-
Hui Cheng and Shu-Chien Pai.
PricewaterhouseCoopers, Taiwan
February 20, 2025
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.
Mosel Vitelic Inc.
Parent Company Only Balance Sheets December 31, 2024 and 2023
(In Thousands of New Taiwan Dollars)
| Assets | Notes 6(1) 6(3) and 8 6(4) 6(4) and 7 7 6(5) 6(6) and 9(2) 6(2) 6(3) and 8 6(7) 6(8) 6(9) 6(10) (Continued |
December 31,2024 | % 22 9 7 4 - - - 8 2 - 52 - 1 9 23 9 - 6 48 100 |
December 31,2023 | December 31,2023 |
|---|---|---|---|---|---|
| Amount $ 740,191 300,000 241,165 109,046 161 152 6,107 275,857 70,103 1 1,742,783 7,160 17,907 296,009 769,227 287,076 988 217,609 1,595,976 $ 3,338,759 on next page) |
Amount $ 870,623 500,000 124,412 92,581 8,035 187 5,051 261,121 26,570 - 1,888,580 15,118 17,907 320,851 723,743 298,854 906 124,877 1,502,256 $ 3,390,836 |
% | |||
| Current assets 1100 Cash and cash equivalents 1136 Financial assets at amortized cost - current 1170 Accounts receivable, net 1180 Accounts receivable - related parties, net 1200 Other receivables 1210 Other receivables - related parties 1220 Current tax assets 130X Inventories 1410 Prepayments 1470 Other current assets 11XX Total current assets Non-current assets 1517 Financial assets at fair value through other comprehensive income - non- current 1535 Financial assets at amortized cost - non-current 1550 Investments accounted for using the equity method 1600 Property, plant and equipment 1755 Right-of-use assets 1780 Intangible assets 1900 Other non-current assets 15XX Total non-current assets 1XXX Total assets |
25 15 4 3 - - - 8 1 - |
||||
| 56 | |||||
| - 1 9 21 9 - 4 |
|||||
| 44 | |||||
| 100 | |||||
Mosel Vitelic Inc.
Parent Company Only Balance Sheets December 31, 2024 and 2023
(In Thousands of New Taiwan Dollars)
| Liabilities andEquity | Notes | December31,2024 |
|---|---|---|
| Current liabilities 2130 Contract liabilities - current 2150 Notes payable 2170 Accounts payable 2170 Accounts payable - related parties 2200 Other payables 2200 Other payables - related parties 2280 Lease liabilities - current 2300 Other current liabilities 21XX Total current liabilities Non-current liabilities 2580 Lease liabilities - non-current 2600 Other non-current liabilities 25XX Total non-current liabilities 2XXX Total liabilities Equity Share capital 3110 Common shares Capital surplus 3200 Capital surplus Retained earnings 3310 Appropriated as legal capital reserve 3320 Appropriated as special capital reserve 3350 Unappropriated earnings Other equity interest 3400 Other equity interest 3XXX Total equity Significant contingent liabilities and unrecognized contract commitments Significant subsequent events 3X2X Total liabilities and equity |
6(21) 6(11) 7 6(12) 7 6(13)and7 6(14) (15) and7 6(17) 6(18) 6(19) 6(20) 9 11 |
The accompanying notes are an integral part of the parent company only financial statements.
Chairman: I-Hsien Tang
Managerial Officer: Chien-Chih Lu
Accounting Officer: Ya-Fei Yang
Mosel Vitelic Inc.
Parent Company Only Statement of Comprehensive Income For the years ended December 31, 2024 and 2023
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| Item | 2024 2023 Notes Amount % Amount % 6(21) and 7 $ 1,869,915 100 $ 1,454,941 100 6(5) (26) (27) ( 1,484,556)( 79)( 1,392,489)( 96) 385,359 21 62,452 4 6(7) 90 - 1,220 - 385,449 21 63,672 4 6(26) (27) ( 25,577) ( 1) ( 18,483) ( 1) ( 151,411) ( 8) ( 112,005) ( 8) ( 162,494) ( 9) ( 117,683) ( 8) 12(2) 126 -( 175) - ( 339,356) ( 18) ( 248,346)( 17) 46,093 3( 184,674)( 13) 6(22) 24,188 1 34,845 2 6(23) 1,634 - 10,737 1 6(24) 15,632 1 ( 25,328) ( 2) 6(25) ( 7,873) ( 1) ( 8,075) ( 1) 6(7) 11,175 1 ( 2,916) - 44,756 2 9,263 - 90,849 5 ( 175,411) ( 13) 6(28) - - - - $ 90,849 5( $ 175,411)( 13) 6(15) $ - - $ 4,219 - 6(2) ( 7,958) ( 1) ( 5,316) - 6(7) ( 405) -( 151) - ($ 8,363) ( 1) ( $ 1,248) - $ 82,486 4( $ 176,659)( 13) 6(29) $ 0.58( $ 1.12) $ 0.58( $ 1.12) |
|---|---|
| 4000 Operating revenue 5000 Operating costs 5900 Gross profit 5910 Unrealized loss from sales 5950 Gross Profit, net Operating expenses 6100 Sales and marketing expenses 6200 General and administrative expenses 6300 Research and development expenses 6450 Expected credit losses 6000 Total operating expenses 6900 Operating income Non-operating income and expenses 7100 Interest income 7010 Other income 7020 Other gains and losses 7050 Financial costs 7070 Share of profit or loss of subsidiaries, associates and joint ventures accounted for using equity method 7000 Total non-operating income and expenses 7900 Net income (loss) before tax 950 Income tax expenses 8200 Net income (loss) Other comprehensive income (loss) Items that will not be reclassified subsequently to profit or loss 8311 Remeasurement of defined benefit pension plans 8316 Unrealized gains or losses on investments in equity instruments measured at fair value through other comprehensive income 8330 Share of other comprehensive income of subsidiaries, associates and joint ventures accounted for using equity method 8300 Other comprehensive (loss) income, net 8500 Total comprehensive income (loss) Earnings per share (NTD) 9750 Basic earnings (loss) per share 9850 Diluted earnings (loss) per share |
The accompanying notes are an integral part of the parent company only financial statements.
Chairman: I-Hsien Tang
Managerial Officer: Chien-Chih Lu Accounting Officer: Ya-Fei Yang
Mosel Vitelic Inc. Parent Company Only Statement of Changes in Equity
For the years ended December 31, 2024 and 2023
(In Thousands of New Taiwan Dollars)
| Notes 2023 Balance, January 1, 2023 Net (loss) Other comprehensive income (loss) 6(20) Total comprehensive income (loss) Appropriation and distribution retained earnings 6(19) Legal reserve Special reserve Cash dividends Issuance of new restricted employee shares 6(16) (17)(18)(20) Share-based compensation costs 6(16)(20) Balance, December 31, 2023 2024 Balance, January 1, 2024 Net income Other comprehensive income (loss) 6(20) Total comprehensive income (loss) Issuance of new restricted employee shares 6(16) (17)(18)(20) Retirement of new restricted employee shares 6(16) (17)(18)(20) Share-based compensation costs 6(16)(20) Balance, December 31, 2024 |
Notes | Commonshares | Capitalsurplus | Retained earnings | Retained earnings | Otherequity | interest Unearned compensation of employees $ - - - - - - - ( 24,650 ) 1,198 ($23,452 ) ($23,452 ) - - - ( 6,564 ) 1,335 15,543 ($13,138 ) |
Totalequity | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Legal reserve | Special reserve | Retained earnings (accumulated deficits) |
Unrealized gains (losses) on financial assets measured at fair value through other comprehensive income |
|||||||||||
| $1,561,567 | $ 78,822 | $480,078 | ) ) ) ) ) |
( $ 80,825 ) - ( 5,467 ) ( 5,467 ) - - - - - ( $ 86,292 ) ( $ 86,292 ) - ( 8,363 ) ( 8,363 ) - - - ( $ 94,655 ) |
$2,662,358 ( 175,411) ( 1,248) ( 176,659) - - ( 156,157) 10,000 1,198 $2,340,740 $2,340,740 90,849 ( 8,363) 82,486 2,950 ( 600) 15,543 $2,441,119 |
|||||||||
| - - |
- - |
( 175,411 4,219 |
||||||||||||
| - | - | ( 171,192 |
||||||||||||
| - - - 10,000 - |
- 2,005 - - - |
( 28,234 ( 2,005 ( 156,157 - - |
||||||||||||
| $1,571,567 | $ 80,827 | $122,490 | ||||||||||||
| $1,571,567 | $ 80,827 | $122,490 | ||||||||||||
| - - |
- - |
90,849 - |
||||||||||||
| - | - | 90,849 | ||||||||||||
| - - - |
- - - |
|||||||||||||
| $80,827 | $213,339 |
The accompanying notes are an integral part of the parent company only financial statements.
Chairman: I-Hsien Tang
Managerial Officer: Chien-Chih Lu
Accounting Officer: Ya-Fei Yang
Mosel Vitelic Inc.
Parent Company Only Statement of Cash Flows For the years Ended December 31, 2024 and 2023
(In Thousands of New Taiwan Dollars)
| Cash flows from operating activities Net income (loss) before tax Adjustments Adjustments to reconcile profit (loss) Depreciation expense Amortization expense Expected credit (gains) losses Interest expense Interest income Dividend income Share-based compensation costs Shares of (profit) loss of subsidiaries, associates and joint ventures accounted for under equity method Gain on disposal or retirement of property, plant and equipment Unrealized loss from sales Changes in operating assets/liabilities Net changes in operating assets Accounts receivable Accounts receivable - related parties Other receivables Other receivables - related parties Inventories Prepayments Other current assets Net changes in operating liabilities Contract liabilities Accounts payable Accounts payable - related parties Other payables Other payables - related parties Other current liabilities Net defined benefit liabilities Cash inflow (outflow) generated from operations Interest received Dividends received Income tax (paid) Net cash inflow (outflow) from operating activities Cash flows from Investing activities Acquisition of financial assets at fair value through other comprehensive income Cash refund from capital reduction of financial assets at fair value through other comprehensive income Acquisition of financial assets at amortized cost Disposal of financial assets at amortized cost Cash refund from capital reduction of investments on investees under equity method Dividends received from investments accounted for using equity method Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Acquisition of intangible assets Decrease in refundable deposits Net cash inflow (outflow) from investing activities Cash flows from financing activities Dcrease in guaranteed deposits Repaid principal of lease liabilities Interest paid Dividends paid Issuance of new restricted employee shares Retirement of new restricted employee shares Net cash (outflow) from financing activities Decrease in cash and cash equivalents Balance of cash and cash equivalents at beginning of year Balance of cash and cash equivalents at end of year |
Notes 2024 2023 $ 90,849 ( $ 175,411 ) 6(8)(9)(26) 91,770 78,202 6(26) 316 212 12(2) ( 126 ) 175 6(25) 7,873 8,075 6(22) ( 24,188 ) ( 34,845 ) 6(23) - ( 545 ) 6(16)(20)(27) 15,543 1,198 6(7) ( 11,175 ) 2,916 6(24) ( 5,730 ) ( 2,150 ) 6(7) ( 90 ) ( 1,220 ) ( 116,766 ) 107,280 ( 16,326 ) 12,835 2,695 556 35 ( 38 ) ( 14,736 ) 4,649 ( 43,533 ) ( 2,840 ) ( 1 ) - ( 5,437 ) ( 823 ) 22,501 ( 55,665 ) 20,509 20,761 18,745 ( 56,446 ) ( 1,327 ) 1,327 2,333 1,835 ( 2,006) ( 11,391 ) 31,728 ( 101,353 ) 29,367 32,569 - 545 ( 1,056) ( 3,083) 60,039 ( 71,322 ) 6(2) - ( 2,676 ) 6(2) - 6,948 ( 300,000 ) ( 502,000 ) 500,000 502,000 6(7) 35,702 78 - 9,113 6(30) ( 200,089 ) ( 154,932 ) 6,280 2,150 ( 398 ) ( 620 ) 1,666 1,667 43,161 ( 138,272 ) 6(31) ( 218,790 ) ( 185,749 ) 6(31) ( 9,319 ) ( 8,846 ) 6(9)(31) ( 7,873 ) ( 8,075 ) 6(31) - ( 312,314 ) 6(17) 2,950 10,000 6(17) ( 600) - ( 233,632 ) ( 504,984 ) ( 130,432 ) ( 714,578 ) 6(1) 870,623 1,585,201 6(1) $ 740,191 $ 870,623 |
|---|---|
The accompanying notes are an integral part of the parent company only financial statements.
Chairman: I-Hsien Tang
Managerial Officer: Chien-Chih Lu
Accounting Officer: Ya-Fei Yang
Attachment 5
Mosel Vitelic Inc. 2024 Earnings Distribution Table
| Unit: NT$ | |
|---|---|
| Amount | |
| Item | |
| Previous Year’s Unappropriated Earnings 2024 net income Earnings Available for Distribution Minus: Appropriated for Legal Reserve Less: Appropriated for Special Reserve) Earnings in 2024 Available for Distribution Distribution item: 2024 earnings to be distributed (NT$0.3/share) End of Term Unappropriated Earnings |
122,491,164 |
| 90,848,586 | |
| 213,339,750 | |
| (9,084,858) (13,829,604) |
|
| 190,425,288 | |
| (47,217,523) | |
| 143,207,765 |
Chairman: I‐Hsien Tang Managerial Officer: Chien‐Chih Lu Accounting Officer: Ya‐Fei Yang
Attachment 6
Mosel Vitelic Inc.
Comparison Table for Amendments of "Articles of Incorporation”
Reason of Provision After Amendment Original Clause Amendment Article 21‐1 Article 21‐1 Amended in When the Company has a profit for a fiscal When the Company has a profit for a fiscal year, accordance year, it shall appropriate no less than 5% of the it shall appropriate no less than 5% of the profit with the profit as the remuneration of employees and as the remuneration of employees and no more provisions of no more than 3% of the profit as the than 3% of the profit as the remuneration of Article 14 of the remuneration of directors. Of the employee directors. The remuneration of employees shall Securities and compensation amount mentioned above, at be distributed in the form of shares or cash, and Exchange Act . least 30% should be allocated for the the subjects for receiving the remuneration may compensation of frontline employees. include employees of the Company as well as The remuneration of employees shall be employees of the controlling company or distributed in the form of shares or cash, and subsidiaries of the Company meeting certain the subjects for receiving the remuneration specific requirements. The board of directors may include employees of the Company as well shall determine the distribution ratio of the as employees of the controlling company or remuneration of employees through resolution subsidiaries of the Company meeting certain and report to the shareholders’ meeting. For the specific requirements. The board of directors determination of the distribution ratio of the shall determine the distribution ratio of the remuneration of directors of the current year, remuneration of employees through resolution the remuneration committee shall submit and report to the shareholders’ meeting. For proposal to the board of directors for resolution. the determination of the distribution ratio of However, where the Company still has the remuneration of directors of the current accumulated losses, amount shall be reserved year, the remuneration committee shall submit for making up the accumulated loss first. proposal to the board of directors for The term of profit condition of the current year resolution. However, where the Company still described in the preceding paragraph refers to has accumulated losses, amount shall be the profit before subtracting the distribution of reserved for making up the accumulated loss the remuneration of employees and the first. remuneration of directors from the current‐year The term of profit condition of the current year income before tax.
The term of profit condition of the current year described in the preceding paragraph refers to the profit before subtracting the distribution of the remuneration of employees and the remuneration of directors from the current‐ year income before tax.
| Article 23 | Newly added |
|---|---|
| These Article of Incorporation were established | the date of |
| on September 22, 1986, and approved by the | current |
| meeting of the promoter on December 12, | amendment |
| 1986.~(Omitted)~ | |
| The 37th amendment was made on May 25, | |
| 2023. | |
| These Articles of Incorporation were |
|
| implemented after the resolution of the | |
| shareholders’ meeting. |
Article 23
These Article of Incorporation were established on September 22, 1986, and approved by the meeting of the promoter on December 12, 1986.~(Omitted)~
The 37th amendment was made on May 25, 2023. The 38th amendment was made on May 22, 2025. These Articles of Incorporation were implemented after the resolution of the shareholders’ meeting.
Attachment 7
Financing Methods, Content, and Handling Principles of the Capital Increase Proposal
-
Domestic Cash Capital Increase by public offering of Common Shares : It is proposed that the shareholders' meeting authorize the Board of Directors to decide on the method of issuing common shares through book‐building or public subscription, in accordance with Article 28‐1 of the Securities and Exchange Act.
-
If conducted through book‐building method : In accordance with Article 267 of the Company Act, 10% to 15% of the total number of new shares issued will be reserved for subscription by employees of the company and its controlling or subsidiary companies, who meet certain criteria. The remaining 85% to 90% will be allocated for public underwriting through price inquiry and subscription, as per Article 28‐1 of the Securities and Exchange Act. If the employees’ subscription is insufficient, the Chairman is authorized to negotiate with specific persons to subscribe at the issue price. The issue price will be determined according to the "Rules for the Self‐ Regulation of Underwriting and Re‐selling of Securities by Members of the Securities and Futures Association of the Republic of China" (hereinafter referred to as the “Self‐ Regulation Rules”). When submitting the case to the Financial Supervisory Commission (FSC), the inquiry and subscription agreement and the underwriting agreement to the Securities and Futures Association, the price cannot be lower than 90% of the simple arithmetic average of the closing prices of the common shares of the issuing company on the Taiwan Stock Exchange for either the previous one, three ,or five business days, after adjustment for any distribution of stock dividends, cash dividends or capital reduction. The actual issue price will be jointly determined by the Board of Directors and the lead underwriter after the price inquiry period is completed, based on the results of the inquiry and market conditions.
-
If conducted through public subscription : In accordance with Article 267 of the Company Act, 10% to 15% of the total number of new shares issued will be reserved for subscription by employees of the company and its controlling or subsidiary companies, who meet certain criteria. According to Article 28‐1 of the Securities and Exchange Act, 10% of the shares will be sold to the public through the underwriter(s), and the remaining 75% to 80% will be subscribed by original shareholders based on their shareholding ratio on the record date. Any fractional shares or subscriptions insufficient will be authorized by the Chairman to be negotiated with specific persons to subscribe at the issue price. The issue price will be determined in accordance with the Self‐Regulation Rules. When submitting the case to the FSC and for the five business days prior to the ex‐rights date, the issue price cannot be lower than 70% of the simple arithmetic average of the closing prices of the common shares for either the previous one, three, or five business days, after adjustment for any distribution of stock dividends, cash dividends or capital reduction .
-
Cash Capital Increase by Private Placement of Common Shares : The private placement of common shares will be conducted in accordance with Article 43‐6 of the Securities and Exchange Act and the "Matters to be Noted for the Private Placement of Securities by Public Companies."
1. Reasons for Conducting Private Placement :
-
Reasons for not adopting public offering : Considering the capital market conditions, the timeliness, feasibility, issuance costs, and the actual demand for inviting strategic investors, shares of private placement are restricted from transfer for three years, which will help ensure long‐term partnerships with strategic investors. Moreover, by authorizing the Board of Directors to handle the private placement according to the company's operational needs, this will improve the company's fund raising flexibility.
-
Private placement amount : Not to exceed 50 million common shares.
-
Use of funds and expected benefits : The funds from this private placement will be used to meet the company's strategic alliance development, enhance working capital, repay bank loans, purchase machinery and equipment, make investments, or address other future development needs. Depending on the financial market conditions, the private placement will be conducted in one or multiple rounds (up to a maximum of two rounds). The expected benefits include enhancing the company's competitiveness, improving operational efficiency, and strengthening the financial structure, which will positively impact shareholder equity.
-
Pricing Basis and Reasonableness : The issue price for the common shares will be calculated based on the following two benchmarks (the higher of the two will be used), and 80% of that higher amount will be used as the reference price:
-
(1) The simple arithmetic average of the closing prices of the common shares for either the one, three, or five business days prio to the pricing date, after adjustment for any distribution of stock dividends, cash dividends or capital reduction .
-
(2) The simple arithmetic average of the closing prices of the common shares for the 30 business days prior to the pricing date, after adjustment for any distribution of stock dividends, cash dividends or capital reduction. However, the actual pricing date and the final issue price will be determined based on market conditions and in accordance with the above‐mentioned principles, with authorization from the shareholders’ meeting to delegate the Board of Directors to set the price.
-
Method and Purpose of Selecting Specific Investors : There is currently no determined investor for the private placement. The selection of investors will be conducted in accordance with Article 43‐6 of the Securities and Exchange Act. Investors will be strategic investors who can strengthen the company's operations in areas such as technology, business, or key components. The shareholders' meeting is requested to authorize the Board of Directors to handle the selection of specific investors.
-
Necessity and Expected Benefits of Strategic Investors : To meet the company's long‐ term development needs, strategic investors will bring in technologies, knowledge, brands, or distribution channels to help the company improve its technology, enhance product quality, reduce costs, stabilize the supply of key components, increase efficiency, and expand the market.
-
Rights and Obligations of the Private Placement Shares : The rights and obligations of the private placement common shares will generally be the same as those of the company's existing common shares. However, according to the Securities and Exchange Act, the private placement shares will be restricted from free transfer for three years. After the three‐year period, the company intends to apply to the regulatory authority for public listing of these shares.
-
Issuance Details : The pricing (other than the private placement pricing percentage), actual pricing date, issuance conditions, issuance method, and other matters related to the private placement may change if there are changes in laws, opinions from authorities, or market conditions. The Board of Directors is authorized to handle such changes.