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MVI — Annual Report 2022
Nov 10, 2022
52016_rns_2022-11-10_ce882c63-abe2-4937-94ef-7c55d94f3087.pdf
Annual Report
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Mosel Vitelic Inc. and Subsidiaries Consolidated Financial Statements and
Independent Auditor’s Report
For the Years Ended December 31, 2022 and 2021 (Stock Code: 2342)
Company Address: No. 1, Yanxin 1st Rd., Hsinchu Science Park, Telephone: (03)578-3344
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Mosel Vitelic Inc. and Subsidiaries
Consolidated Financial Statements and Independent Auditor's Report for the Years Ended December 31, 2022 and 2021
Table of Contents
| Item I. Cover Page II. Table of Contents III. Declaration IV. Independent Auditors’ Report V. Consolidated Balance Sheets VI. Consolidated Statement of Comprehensive Income VII. Consolidated Statement of Changes in Equity VIII. Consolidated Statement of Cash Flows IX. Notes to Consolidated Financial Statements (I) General (II) Authorization Date and Procedures of The Financial Statements (III) New Standards, Amendments and Interpretations Adopted (IV) Summary of Significant Accounting Policies (V) Significant Accounting Assumptions and Judgments, and Key Sources of Estimation Uncertainty (VI) Details of Significant Accounts (VII) Related Party Transactions |
Page No. |
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| 1 2 ~ 3 4 5 ~ 9 10 ~ 11 12 ~ 13 14 15 16 ~ 69 16 16 16 ~ 17 17 ~ 30 30 ~ 31 31 ~ 55 55 ~ 57 |
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| Item (VIII) Pledged Assets (IX) Significant Contingent Liabilities and Unrecognized Contract Commitments (X) Losses Due to Major Disasters (XI) Significant Subsequent Events (XII) Others (XIII) Additional Disclosures (XIV) Operating Segment Information |
Page No. |
|---|---|
| 57 57 ~ 58 58 58 58 ~ 67 67 68 ~ 69 |
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Mosel Vitelic Inc.
Affiliated Companies Consolidated Financial Statements Declaration
We hereby declare that we have confirmed the companies which are required be included in the affiliated companies consolidated financial statements as of and for the year ended on December 31, 2022, in accordance with "Criteria Governing the Preparation of Affiliation Reports" and "Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises" are the same as those included in the consolidated financial statements prepared in conformity with the International Financial Reporting Standards 10. The related information has been disclosed in consolidated financial statements and will hence not be prepare a separate set of consolidated financial statements of the affiliated companies.
Declared by
Company Name: Mosel Vitelic Inc.
Chairman: I-Hsien Tang
March 7, 2023
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Independent Auditors’ Report
The Board of Directors and Shareholders 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, 2022 and 2021, 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, 2022 and 2021, 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.
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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, 2022. 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, 2022 are stated as follows:
Recognition of foundry service income
Description
Please refer to Note 4(27) of the consolidated financial statements for detailed accounting policies on foundry service revenue recognition. Please refer to Note 6(22) 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:
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Interviewed with the management to understand and assess relevant accounting policies on revenue recognition, and tested relevant internal control design and implementation status.
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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.
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Understood relevant procedures adopted by the Company for the estimated total cost summarization and assessed the reasonableness of completion percentage estimation.
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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
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We have also audited the parent company only financial statements of Mosel Vitelic Inc. as of and for the years ended December 31, 2022 and 2021 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:
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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.
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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 internal control of the Group.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the 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 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.
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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.
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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.
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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, 2022 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 March 7, 2023
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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| Mosel Vitelic Inc. and Subsidiaries | Mosel Vitelic Inc. and Subsidiaries | Mosel Vitelic Inc. and Subsidiaries | ||||||
|---|---|---|---|---|---|---|---|---|
| Consolidated Balance Sheets | ||||||||
| December 31, 2022 and 2021 | ||||||||
| (In | Thousands of New Taiwan | Dollars) | ||||||
| December 31,2022 | December 31,2021 | |||||||
| Assets | Notes | Amount | % | Amount | % | |||
| Current assets | ||||||||
| 1100 | Cash and cash equivalents | 6(1) | $ | 1,774,765 | 42 | $ | 478,819 | 12 |
| 1136 | Financial assets at amortized cost - | 6(4) and 8 | ||||||
| current | 647,686 | 16 | 1,811,625 | 46 | ||||
| 1170 | Accounts receivable, net | 6(5) | 249,612 | 6 | 261,623 | 7 | ||
| 1180 | Accounts receivable - related parties, | 6(5) and 7 | ||||||
| net | 91,630 | 2 | 82,822 | 2 | ||||
| 1200 | Other receivables | |||||||
| 6,315 | - | 6,688 | - | |||||
| 1220 | Current tax assets | |||||||
| 1,968 | - | 573 | - | |||||
| 130X | Inventories | 6(6) | 290,830 | 7 | 209,405 | 6 | ||
| 1410 | Prepayments | 6(7) and 9(2) | 24,695 | 1 | 28,409 | 1 | ||
| 11XX | Total current assets | |||||||
| 3,087,501 | 74 | 2,879,964 | 74 | |||||
| Non-current assets | ||||||||
| 1517 | Financial assets at fair value through | 6(3) | ||||||
| other comprehensive income - | ||||||||
| non-current | 29,337 | 1 | 35,706 | 1 | ||||
| 1535 | Financial assets at amortized cost - | 6(4) and 8 | ||||||
| non-current | 17,907 | - | 17,907 | - | ||||
| 1600 | Property, plant and equipment | 6(9) | 461,699 | 11 | 429,770 | 11 | ||
| 1755 | Right-of-use assets | 6(10) | 306,655 | 7 | 321,291 | 8 | ||
| 1780 | Intangible assets | 498 | - | 720 | - | |||
| 1900 | Other non-current assets | 6(11) | 280,064 | 7 | 226,216 | 6 | ||
| 15XX | Total non-current assets | |||||||
| 1,096,160 | 26 | 1,031,610 | 26 | |||||
| 1XXX | Total assets | $ | 4,183,661 | 100 | $ | 3,911,574 | 100 |
(Continued on next page)
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Mosel Vitelic Inc. and Subsidiaries Consolidated Balance Sheets December 31, 2022 and 2021
| Liabilities and equity | (In Thousands of New Taiwan Dollars) December 31,2022 December 31,2021 Notes Amount % Amount % 6(22) $ 15,320 - $ 23,833 1 7 - 7 - 6(12) 172,573 4 178,078 4 6(13) 396,701 10 217,996 6 6(29) 555 - - - 8,093 - 10,289 - 6(14) and 7 298,831 7 273,955 7 892,080 21 704,158 18 312,347 8 318,956 8 6(15) (16) and 7 290,619 7 551,638 14 602,966 15 870,594 22 1,495,046 36 1,574,752 40 6(18) 1,561,567 37 1,561,567 40 6(19) 570,051 14 570,051 14 6(20) 52,665 1 - - 78,822 2 36,808 1 480,078 12 225,219 6 6(21) ( 80,825) ( 2) ( 78,987) ( 2) 2,662,358 64 2,314,658 59 4(3) 26,257 - 22,164 1 2,688,615 64 2,336,822 60 9 11 $ 4,183,661 100 $ 3,911,574 100 |
|---|---|
| Current liabilities 2130 Contract liabilities - current 2150 Notes payable 2170 Accounts payable 2200 Other payables 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 reserve 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.
Managerial Officer: I-Hsien Tang
Chairman: I-Hsien Tang
Accounting Officer: Ya-Fei Yang
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Mosel Vitelic Inc. and Subsidiaries
Consolidated Statement of Comprehensive Income For the years ended December 31, 2022 and 2021
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| Item | 2022 2021 Notes Amount % Amount % 6(22) and 7 $ 2,151,511 100 $ 1,951,967 100 6(6) (27) (28) ( 1,533,642) ( 71) ( 1,462,141) ( 75) 617,869 29 489,826 25 6(27) (28) ( 22,911) ( 1) ( 22,776) ( 1) ( 122,384) ( 6) ( 107,172) ( 5) ( 114,271) ( 5) ( 98,770) ( 5) ( 259,566) ( 12) ( 228,718) ( 11) 358,303 17 261,108 14 6(23) 24,220 1 3,586 - 6(24) 2,410 - 2,546 - 6(25) 178,152 8 ( 10,711) ( 1) 6(26) ( 8,242) - ( 8,469) - 196,540 9 ( 13,048) ( 1) 554,843 26 248,060 13 6(29) ( 555) - - - $ 554,288 26 $ 248,060 13 6(16) $ 33,545 1 ($ 20,019) ( 1) 6(3) (21) ( 2,431) - 5,215 - $ 31,114 1 ($ 14,804) ( 1) $ 585,402 27 $ 233,256 12 $ 550,228 26 $ 245,238 13 4,060 - 2,822 - $ 554,288 26 $ 248,060 13 |
|---|---|
| 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 6000 Total operating expenses 6900 Income from operations 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 before tax 7950 Income tax expenses 8200 Net income 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 8300 Other comprehensive income (loss), net 8500 Total comprehensive income Net income attributable to: 8610 Owners of the parent company 8620 Non-controlling interests |
(Continued on next page)
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Mosel Vitelic Inc. and Subsidiaries Consolidated Statement of Comprehensive Income For the years ended December 31, 2022 and 2021
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| Item | Notes 6(30) |
2022 | % 27 - 27 3.53 3.48 |
2021 | |
|---|---|---|---|---|---|
| Amount $ 581,309 4,093 $ 585,402 $ |
Amount $ 230,428 2,828 $ 233,256 $ |
% | |||
| Total comprehensive income attributable to: 8710 Owners of the parent company 8720 Non-controlling interests Earnings per share (NTD) 9750 Basic earnings per share 9850 Diluted earnings per share |
12 - |
||||
| 12 | |||||
| 1.58 | |||||
| $ | $ | 1.57 |
The accompanying notes are an integral part of the consolidated financial statements.
Chairman: I-Hsien Tang
Managerial Officer: I-Hsien Tang Accounting Officer: Ya-Fei Yang
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Consolidated Statement of Changes in Equity For the years ended, 2022 and 2021
(In Thousands of New Taiwan Dollars)
| Notes 2021 Balance, January 1, 2021 Net income Other comprehensive income(loss) 6(21) Total comprehensive income Appropriation and distribution of 2020 retained earnings 6(20) Legal reserve used to cover accumulated deficits Special reserve used to cover accumulated deficits Reversal of special reserve Cash distribution from capital surplus Cancellation of employee restricted shares 6(17) (18) (19) (21) Share-based compensation costs 6(17) (21) Balance, December 31, 2021 2022 Balance, January 1, 2022 Net income Other comprehensive income (loss) 6(21) Total comprehensive income (loss) Appropriation and distribution of 2021 retained earnings 6(20) Legal reserve Special reserve Cash dividends Share-based compensation costs 6(17) (21) Balance, December 31, 2022 |
Notes | Equityattributable to o | Equityattributable to o | wne | rs of theparent | company | company | company | Non-controlling interests |
Non-controlling interests |
Total equity | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| C | ommon shares | Capital surplus | Retained earnings | Other equityinterest | Total | |||||||||||||
| Legal reserve | Special reserve | Retained earnings (accumulated deficits) |
Unrealized gain (losses)on financial assets measured at fair value through other comprehensive income |
Unearned compensation of employees |
||||||||||||||
| $ 19,336 2,822 6 2,828 - - - - - - $ 22,164 $ 22,164 4,060 33 4,093 - - - - $ 26,257 |
$ 2,177,973 248,060 ( 14,804 233,256 - - - ( 77,880 - 3,473 $ 2,336,822 $ 2,336,822 554,288 31,114 585,402 - - ( 234,235 626 $ 2,688,615 |
The accompanying notes are an integral part of the consolidated financial statements.
Chairman: I-Hsien Tang
Managerial Officer: I-Hsien Tang
Accounting Officer: Ya-Fei Yang
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Mosel Vitelic Inc.
Parent Company Only Statement of Cash Flows For the years Ended December 31, 2022 and 2021
| Cash flows from operating activities Net income before tax Adjustments Adjustments to reconcile profit (loss) Depreciation expense Amortization expense Net loss on financial assets at fair value through profit or loss Interest expense Interest income Dividend income Share-based compensation costs Changes in operating assets/liabilities Net changes in operating assets Accounts receivable Accounts receivable - related party Other receivables Inventories Prepayments Net changes in operating liabilities Contract liabilities Accounts payable Other payables Other current liabilities Net defined benefit liabilities Cash inflow generated from operations Interest received Dividends received Income tax (paid) returned Net cash inflow from operating activities Cash flows from Investing activities Proceeds from disposal of financial assets at fair value through profit or loss 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 Acquisition of intangible assets Decrease in refundable deposits Net cash inflow (outflow) from investing activities Cash flows from financing activities Increase (decrease) in guaranteed deposits Repaid principal of lease liabilities Dividends paid Interest paid Cash distribution from capital surplus Net cash inflow (outflow) from financing activities Increase (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 2022 2021 $ 554,843 $ 248,060 6(9) (10) (27) 56,154 41,392 6(27) 222 2,079 6(2) - 2,536 6(26) 8,242 8,469 6(24) ( 24,220 ) ( 3,586 ) 6(24) ( 473 ) - 6(17) 626 3,473 12,011 ( 17,126 ) ( 8,808 ) ( 40,355 ) 2,797 ( 742 ) ( 81,425 ) 606 3,714 ( 4,065 ) ( 8,513 ) 9,867 ( 5,505 ) 10,158 25,012 54,902 ( 1,592 ) ( 5,315 ) ( 10,970) ( 12,042 ) 522,115 298,311 21,796 2,996 473 - ( 1,395) 1,192 542,989 302,499 6(2) - 516,051 6(3) 3,938 - ( 1,137,708 ) ( 2,532,913 ) 2,301,647 1,080,341 6(31) ( 129,606 ) ( 145,063 ) - ( 168 ) 1,665 1,667 1,039,936 ( 1,080,085) 6(32) ( 190,036 ) 717,828 6(32) ( 10,623 ) ( 10,127 ) 6(32) ( 78,078 ) - 6(32) ( 8,242 ) ( 8,469 ) 6(31) - ( 77,880) ( 286,979) 621,352 1,295,946 ( 156,234 ) 6(1) 478,819 635,053 6(1) $ 1,774,765 $ 478,819 |
|---|---|
The accompanying notes are an integral part of the consolidated financial statements.
Chairman:I-Hsien Tang
Managerial Officer: I-Hsien Tang Accounting Officer: Ya-Fei Yang
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Mosel Vitelic Inc. and Subsidiaries Notes to Consolidated Financial Statements For the Years Ended December 31, 2022 and 2021
(Amounts in Thousands of New Taiwan Dollars, Unless Specified Otherwise)
I. General
Mosel Vitelic Inc. (referred to as “the Company”) is a company registered in the Republic of China. The primary scope of business of the Company and its subsidiaries (collective referred to as “the Group”) focuses on the field of power semiconductor devices and power management IC. The main products include Trench Power MOSFET, trench IGBT, Analog IC, Trench Schottky Diodes and electrostatic protection devices as well as various diodes. The customer end products are widely applied to the fields of computers, LCD monitors and televisions, mobile phone batteries, machine tools, LED lighting, power supplies and automotive electronics.
II. Authorization Date and Procedures of The Financial Statements
The accompanying consolidated financial statements were approved and authorized for issuance by the Board of Directors on March 7, 2023.
III. New Standards, Amendments and Interpretations Adopted
(I) Effect of the adoption of new issuances of or amendments to International Financial Reporting Standards (“IFRSs”) as endorsed and announced by the Financial Supervisory Commission (“FSC”)
The applicable new promulgated, amended and revised standards and interpretations of IFRSs endorsed and announced by the FSC in 2022 are as follows:
| New,Revised or Amended Standards and Interpretations Amendments to IFRS 3 “Reference to the Conceptual Framework” Amendments to IAS 16 “Property, plant and equipment: Proceeds before intended use” Amendments to IAS 37 “Onerous contracts - cost of fulfilling a contract” Annual Improvements to IFRS Standards 2018 - 2020 Cycle |
Effective date issued byIASB |
|---|---|
| January 1, 2022 January 1, 2022 January 1, 2022 January 1, 2022 |
The Group has assessed the aforementioned standards and interpretations, and concluded that
do not have significant effects on the Group’s financial position and financial performance.
(II) Effect of new issuances or amendments to International Financial Reporting Standards
(“IFRSs”) endorsed by the FSC but not yet adopted by the Group
The applicable new promulgated, amended and revised standards and interpretations of IFRSs endorsed by the FSC in 2023 are as follows:
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| New,Revised or Amended Standards and Interpretations Amendments to IAS 1 “Disclosure of Accounting Policy” Amendments to IAS 8 “Definition of Accounting Estimates” Amendments to IAS 12 “Deferred Tax Related to Assets and Liabilities Arising from a Single Transaction” |
Effective date issued byIASB |
|---|---|
| January 1, 2023 January 1, 2023 January 1, 2023 |
The Group has assessed the aforementioned standards and interpretations, and concluded that do not have significant effects on the Group’s financial position and financial performance.
(III) Effects of the IFRSs issued by IASB but not yet endorsed by the FSC
New standards and interpretations of and amendments to the IFRSs issued by IASB but not yet endorsed by the FSC are as follows:
| New,Revised or Amended Standards and Interpretations Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets between an Investor and its Associate or Joint Venture” Amendments to IFRS 16 “Lease liabilities of after-sale and leaseback” IFRS 17 “Insurance Contracts” Amendments to IFRS 17 “Insurance Contracts” Amendment to IFRS 17 “Initial application of IFRS 17 and IFRS 9 - Comparative information” Amendments to IAS 1 “Classification of liabilities as current or non-current” Amendments to IAS 1 “Non-current liabilities with covenants” |
Effective date issued byIASB |
|---|---|
| To be decided by IASB January 1, 2024 January 1, 2023 January 1, 2023 January 1, 2023 January 1, 2024 January 1, 2024 |
The Group has assessed the aforementioned standards and interpretations, and concluded that do not have significant effects on the Group’s financial position and financial performance.
IV. Summary of Significant Accounting Policies
The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the periods presented unless otherwise stated.
(I) Statement of Compliance
These consolidated financial statements were prepared in accordance with the ‘Regulations Governing the Preparation of Financial Reports by Securities Issuers’, the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), Interpretations of IFRS (IFRIC), and Interpretations of IAS (SIC) (collectively referred to as the “IFRSs”) endorsed and announced by the FSC.
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(II) Basis of Preparation
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Except for the following significant accounts, the consolidated financial statements have been prepared under the historical cost convention:
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(1) Financial assets at fair value through profit or loss.
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(2) Financial assets at fair value through other comprehensive income.
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(3) Defined benefit liabilities recognized based on the net amount of pension fund assets less present value of defined benefit obligation.
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The preparation of financial statements in conformity with the IFRSs requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 5.
(III)Basis of Consolidation
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Principles for preparing the consolidated financial statements:
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(1) All subsidiaries are included in the Group's consolidated financial statements. Subsidiaries refer to all entities controlled by the Group. The Group controls an entity when the Group is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Consolidation of subsidiaries in the financial statements begins from the date the Group obtains control of the subsidiaries and ceases when the Group loses control of the subsidiaries.
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(2) Inter-company transactions, balances, and unrealized gains or losses on transactions between companies within the Group are eliminated. Accounting policies of subsidiaries have been adjusted where necessary to ensure consistency with the policies adopted by the Group.
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(3) The composition portion of the profit/loss and other comprehensive income/loss are attributed to the owners and non-controlling interests of the parent company; the total comprehensive income/loss is also attributed to the owners and non-controlling interests of the parent company, and the same is true even when the non-controlling interests consequently become deficit balance.
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(4) Changes in the Company's ownership interest in a subsidiary that does not result in the Company’s losing control (and non-controlling equity transaction) of the subsidiary are equity transactions, and it is also considered a transaction between owners. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity.
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(5) When the Group loses control of a subsidiary, the Group remeasures any investment retained in the former subsidiary at its fair value. That fair value is regarded as the fair value on initial recognition of a financial asset or the cost on initial recognition of the associate or joint venture. Any difference between fair value and the book value is recognized in profit or loss of the current period. All amounts previously recognized in other comprehensive income in relation to the subsidiary are reclassified to profit or loss on the same basis as would be required if the related assets or liabilities were disposed of. That is, when the Group loses control of a subsidiary, all gains or losses previously recognized in other comprehensive income in relation to the subsidiary should be reclassified from equity to profit or loss, if such gains or losses would be reclassified to profit or loss when the related assets or liabilities are disposed of.
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2. The subsidiaries in the consolidated financial statements:
| Name of Investor |
Name of Subsidiary |
Major Business | ShareholdingPercentage December 31,2022 December 31,2021 100.00 100.00 100.00 100.00 100.00 100.00 46.71 46.71 80.24 80.24 49.92 49.92 4.15 4.15 |
ShareholdingPercentage December 31,2022 December 31,2021 100.00 100.00 100.00 100.00 100.00 100.00 46.71 46.71 80.24 80.24 49.92 49.92 4.15 4.15 |
Description |
|---|---|---|---|---|---|
| December 31,2022 | |||||
| Mosel Vitelic Inc. Mosel Vitelic Inc. Mosel Vitelic Inc. Mosel Vitelic Inc. Mosel Vitelic Inc. Mou Fu Investment Consultant Ltd. Mou Fu Investment Consultant Ltd. |
Giant Haven Investments Ltd.(B.V.I) Vision2000 Venture Ltd.(Cayman) Mou Fu Investment Consultant Ltd. Bou Der Investment Ltd. DenMOS Technology Inc. Bou Der Investment Ltd DenMOS Technology Inc. |
Holding company Holding company Lease, labor dispatch and various services Investment holding Sales and manufacturing of integrated circuits Investment holding Sales and manufacturing of integrated circuits |
100.00 100.00 100.00 46.71 80.24 49.92 4.15 |
100.00 100.00 100.00 46.71 80.24 49.92 4.15 |
Note 3 Note 1 Note 2 Note 1 Note 2 |
-
Note 1: The Company and Mou Fu Investment Consultant Ltd, the subsidiary 100% owned by the company, totally hold 96.63% of the shares.
-
Note 2: The Company and Mou Fu Investment Consultant Ltd, the subsidiary 100% owned by the company, totally hold 84.39% of the shares.
-
Note 3: The subsidiary Vision2000 Venture Ltd. (Cayman) executed dissolution according to the resolution of the board of directors of the Company on November 2, 2021. Subsequently, after Vision2000 Venture Ltd. (Cayman) sold all of its securities held to the Company, it obtained the dissolution approval registration letter issued by the local competent authority on October 4, 2022, and the dissolution and resignation cancellation effective date was January 2, 2023.
-
Subsidiaries not included in the consolidated financial statements: None.
-
Adjustments for subsidiaries with different balance sheet dates: None.
-
Significant restrictions: None.
-
Subsidiaries with significant non-controlling interests for the Group
The total non-controlling interests of the Group as of December 31, 2022 and 2021 were NT$26,257 NT$22,164 respectively. The following provides information on the non-controlling interests and subsidiaries thereof having materiality on the Group:
~19~
| Name of Subsidiary | Main Operating Location |
Non-controllinginterests | Non-controllinginterests | Non-controllinginterests | |
|---|---|---|---|---|---|
| December 31,2022 Amount Shareholding Percentage $ 2,560 3.37% 23,697 15.61% $ 26,257 |
December 31,2021 | ||||
| Amount | Amount $ 2,510 19,654 $ 22,164 |
Shareholding Percentage |
|||
| Bou Der Investment Ltd DenMOS Technology Inc. |
Taiwan Taiwan |
$ 2,560 23,697 $ 26,257 |
3.37% 15.61% |
Summary of financial information of subsidiaries: Balance Sheets
| Current assets Non-current assets Current liabilities Total net assets |
Bou Der Investment Ltd | Bou Der Investment Ltd | Bou Der Investment Ltd |
|---|---|---|---|
| December 31,2022 $ 73,055 2,992 (80) $75,967 |
December 31,2021 | ||
| $ 72,523 2,029 ( 80) |
|||
| $74,472 |
| Current assets Non-current assets Current liabilities Total net assets |
DenMOS TechnologyInc. | DenMOS TechnologyInc. |
|---|---|---|
| December 31,2022 | December 31,2021 | |
| $ 178,432 206 (26,829) |
$ 156,559 206 (30,849) |
|
| $151,809 | $125,916 |
~20~
Statement of Comprehensive Income
Bou Der Investment Ltd
| Revenue Net income before tax Income tax expenses Net income Other comprehensive income (loss) (net amount after tax) Total comprehensive income of the year Total comprehensive income attributable to Non-controlling Interests Non-controlling interests dividends paid |
2022 $ - - 532 - 532 963 $ 1,495 $ 50 $ - |
2022 $ - |
|---|---|---|
| 77 - |
||
| 77 171 |
||
| $ 248 | ||
| $ 9 | ||
| $ - |
DenMOS Technology Inc.
| DenMOS TechnologyInc. | DenMOS TechnologyInc. | ||
|---|---|---|---|
| Revenue $ Net income before tax Income tax expenses ( Net income Other comprehensive income (loss) (net amount after tax) Total comprehensive income of the year $ Total comprehensive income attributable to Non-controlling Interests $ Non-controlling interests dividends paid Statement of Cash Flows Net cash inflow from operating activities Net cash (outflow) from investment activities Increase (decrease) in cash and cash equivalents of the current period Balance of cash and cash equivalents at beginning of period Balance of cash and cash equivalents at end of the period |
2022 2022 223,087 - $187,009 26,447 18,057 555) - 25,892 18,057 - - 25,892 $ 18,057 4,043 $2,819 - - Bou Der Investment Ltd |
||
| $ | |||
| ( | |||
| $ $ | |||
| 2022 $ 532 - 532 2,523 $3,055 |
2021 | ||
| $ 247 (29,000) |
|||
| (28,753) | |||
| 31,276 | |||
| $2,523 |
~21~
| Net cash inflow from operating activities Net cash inflow (outflow) from investing activities Increase in cash and cash equivalents for the current period Balance of cash and cash equivalents at beginning of period Balance of cash and cash equivalents at end of the period |
DenMOS TechnologyInc. | DenMOS TechnologyInc. |
|---|---|---|
| 2022 $ 21,868 3,978 25,846 67,741 $ 93,587 |
2021 | |
| $ 7,719 (16) |
||
| 7,703 | ||
| 60,038 | ||
| $67,741 |
(IV)Foreign Currency Translation
Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The consolidated financial statements are presented in New Taiwan Dollars, which is the Group’s functional currency.
Foreign currency translation and balances
-
(1) Foreign currency derived from transactions was translated into the functional currency using the spot exchange rate prevailing on the measurement date or the trade date, with the resulting exchange difference recognized as gain or loss.
-
(2) The balance of monetary assets or liabilities denominated in foreign currency is adjusted by the exchange rate prevailing at the balance sheet date, with the resulting differences recognized as gain or loss.
-
(3) Non-monetary assets or liabilities denominated in foreign currency are adjusted by the spot exchange rate on the balance sheet date, with the resulting difference recognized in profit or loss if they are measured at fair value through profit or loss, or in other comprehensive income if they are measured at fair value through other comprehensive income. If they are not measured at fair value, they are measured by applying the historical exchange rate on the transaction date.
-
(4) All other foreign exchange gains and losses based on the nature of those transactions are presented in the statement of comprehensive income within ‘other gains and losses’.
(V) Classification of Current and Non-current Assets and Liabilities
-
Assets that meet one of the following criteria are classified as current assets; otherwise they are classified as non-current assets:
-
(1) Assets arising from operating activities that are expected to be realized, or are intended to be sold or consumed within the normal operating cycle;
-
(2) Assets held primarily for the purpose of trading;
-
(3) Assets that are expected to be realized within 12 months after the balance sheet date.
-
(4) Cash and cash equivalents, excluding those that are restricted, or to be exchanged or used to settle liabilities at least twelve months after the balance sheet date.
Assets that do not meet the above criteria are classified as non-current assets by the Group.
- Liabilities that meet one of the following criteria are classified as current liabilities:
~22~
-
(1) Liabilities that are expected to be settled within the normal operating cycle.
-
(2) Liabilities held primarily for the purpose of trading;
-
(3) Liabilities that are expected to be settled within 12 months after the balance sheet date.
-
(4) Liabilities for which the repayment date cannot be extended unconditionally to more than 12 months after balance sheet date. Terms of a liability that could, at the option of the counterparty, result in its transactions by the issue of equity instruments do not affect its classification.
Liabilities that do not meet the above criteria are classified as non-current liabilities by the Group.
(VI)Cash equivalents
Cash equivalents are highly liquid investments that are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value. Time deposits that fit the said definition and are intended to meet short-term operating cash commitments are classified as cash equivalents.
(VII)Financial assets at fair value through profit or loss
-
Financial assets not measured at cost after amortization or measured at fair value through other comprehensive income.
-
The Group adopts the trade date accounting to account for financial assets at fair value through profit or loss that are an arm’s length transaction.
-
At initial recognition, the Group measures financial assets at fair value plus relevant transaction costs, and subsequently, the Group measures the financial assets at fair value, and its gain or loss is recognized in profit or loss.
-
The Group recognizes dividend revenue in profit or loss when (a) the Group’s right to the dividends is established; (b) the economic benefits associated with dividends are probable to flow to the Group; and (c) such dividends can be reliably measured.
(VIII)Financial assets at fair value through other comprehensive income
-
It means the Company made an irrevocable election upon initial recognition to recognize the fair value changes in equity instruments not held for trading at other comprehensive income.
-
The Group uses trade date accounting to account for financial assets at fair value through other comprehensive income that are an arm’s length transaction.
-
They are measured initially at the fair value plus transaction costs and subsequently at fair value. If they are equity instruments, their fair value changes are recognized in other comprehensive income; upon derecognition, the accumulated gains or losses in other comprehensive income are not transferred to profit or loss, but to retained earnings. The Group recognizes dividend revenue in profit or loss when (a) the Group’s right to the dividends is established; (b) the economic benefits associated with dividends are probable to flow to the Group; and (c) such dividends can be reliably measured.
(IX)Financial assets at amortized cost
-
Financial assets that simultaneously satisfy the following criteria are classified in this category:
-
(1) The financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and
-
(2) The contractual terms of the financial assets give rise on specified date to cash flows that are solely payments of principal and interest on the principal amount outstanding.
-
On a regular way purchase or sale basis, the Group recognizes or derecognizes financial
~23~
assets at amortized cost by using settlement date accounting.
-
During the initial recognition the Group calculated the transaction cost measurement at fair value, and subsequently adopted the effective interest rate method to recognize the interest revenue according to the amortization procedure during the circulation period, and to recognize the impairment loss. In addition, during the derecognition, the gain or loss was recognized in the income or loss.
-
The Group recognizes its time deposits not qualified as cash equivalents at the investment amount because they are held for a short period of time and so have insignificant discount effect.
-
The Group reclassified bank deposits to financial assets at amortized cost since bank deposits are not in conformity with the definition of cash and cash equivalents.
(X) Accounts receivables and notes receivables
-
Accounts receivable and notes receivable denote that the Group has unconditional right to the consideration, in the form of receivables or notes, for the goods and services transferred.
-
The Group measures short-term accounts receivable and notes receivables that do not bear an interest at the invoice value because they have insignificant discount effect.
(XI)Impairment of financial assets
At the end of each reporting period, the Group considers financial assets at amortized cost and lease payments receivable, including significant financial components, and takes into consideration all reasonable and supporting information (including the forward-looking information). For financial assets of which the credit risk does not significantly increase since initial recognition, the Group recognizes the impairment provision equal to 12-month expected credit losses; for financial assets of which the credit risk significantly increases since initial recognition, the Company recognizes the impairment provision equal to the lifetime expected credit loss; for accounts receivables that do not contain significant financial components, the Group recognizes an allowance equal to lifetime expected credit losses.
(XII)Derecognition of financial assets
The Group derecognizes a financial asset when the contractual rights to receive cash flows from the financial asset expire.
(XIII)Inventories
Inventories are stated at the lower of cost and net realizable value. Cost is determined using the weighted-average method. The cost of finished goods and work in process comprises raw materials, direct labor, other direct costs, and related manufacturing expenses, excluding borrowing costs. The item by item approach is used in applying the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less the estimated cost of completion and applicable variable selling expenses.
(XIV)Investment accounted for using equity method - affiliates
-
An affiliate is an entity over which the Group has significant influence but without control power, and it generally refers to an entity that the Group directly or indirectly holds more than 20% of shares of voting rights. The Group uses the equity method to account for its investments in affiliates, and costs are recognized during the acquisition thereof.
-
The Group’s share of its affiliates’ post-acquisition profits or losses is recognized in profit or loss, and its share of post-acquisition movements in other comprehensive income is recognized in other comprehensive income. When the Group’s share of losses of an affiliate
~24~
equals or exceeds its interest in that affiliate (which includes any other unsecured accounts receivable), the Group discontinues recognizing its share of further losses; unless that the Group has incurred legal obligations, or constructive obligations, or made payments on behalf of that affiliate.
-
When an affiliate is subject to equity change not for profit or loss or other comprehensive income and when the shareholding percentage of the affiliate held by the Group is not affected, the Group then recognizes all of the equity change as the “capital reserve” according to the shareholding percentage.
-
The unrealized profit or loss generated from the transactions between the Group and an affiliate has been eliminated according to the equity ratio of the affiliate. Unless there is evidence indicating that the asset transferred in such transaction has an impairment, the unrealized loss is also eliminated. The accounting policies off affiliates have been adjusted where necessary to ensure consistency with the policies adopted by the Group.
-
When the Group disposes an associate, if the Group loses its significant influence on the associate, then for all of the amounts related to the associate previously recognized in other comprehensive income, if its accounting handling basis is identical to the disposal of relevant assets or liabilities directly, i.e. such as the profit or loss recognized in the other comprehensive income, it is re-classified as profit or loss during the disposal of relevant assets or liabilities, then when the Group losses its significant influence on the associate, such profit or loss shall be re-classified as profit or loss from equity. If the Company still has significant influence on the associate, then the amount previously recognized in the other comprehensive income is transferred out proportionally according to the aforementioned method.
(XV)Property, plant and equipment
-
Property, plant, and equipment are initially recorded at cost. Borrowing costs incurred during the construction period are capitalized.
-
Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognized. All other repair and maintenance is recognized in profit or loss when accrued.
-
Property, plant, and equipment are subsequently measured at cost. Land is not depreciated. Other property, plant and equipment apply cost model and are depreciated using the straight-line method to allocate their cost over their estimated useful lives. Property, plant, and equipment is depreciated individually if they contain any significant components.
-
The assets’ residual values, useful lives, and depreciation methods are reviewed, and adjusted if appropriate, at the end of the reporting year. If expectations for the assets’ residual values and useful lives differ from previous estimates or the patterns of consumption of the assets’ future economic benefits embodied in the assets have changed significantly, any change is accounted for as a change in estimate under IAS 8, ‘Accounting Policies, Changes in Accounting Estimates and Errors’, from the date of the change. The estimated useful lives of property, plant and equipment are as follows:
Buildings 2~56 years Machinery and equipment 2~20 years
~25~
| Office equipment | 2~20 years |
|---|---|
| Transportation equipment | 6 years |
| Other equipment | 2~21 years |
(XVI)Lease transactions of a lessee - right-of-use assets/lease liabilities
-
The Group recognizes right-of-use assets and lease liabilities for all leases at the date when they are available for the Group’s use. Low-value asset and short-term leases are recognized as expenses on a straight-line basis over the lease period.
-
The Group measures its lease liability at commencement date by discounting future lease payments using its incremental borrowing interest rate, and lease payments refer to fixed payment amount.
Lease payments that are measured in subsequent periods using the effective interest rate method and amortized over the lease term. When a change in lease payments occurs not due to contract modification, lease liability will be remeasured, with such remeasurements adjusted to right-of-use assets.
-
Right-of-use assets are recognized at costs at the inception of the lease. Cost includes:
-
(1) The initial lease liability measured;
-
(2) Lease payments made at the inception of the lease;
Right-of-use assets are subsequently measured at costs. Depreciation of right-of-use assets is recognized at the earlier of the end of the useful life and the end of the lease term. When a lease liability is remeasured, the Company adjusts the right-of-use asset for any remeasurements.
(XVII)Intangible assets
Intangible assets refer to computer software measured at the acquisition cost and amortized using the straight-line method over its estimated useful life, which is 1-5 years.
(XVIII)Impairment of financial assets
The Group assesses at each balance sheet date the recoverable amounts of those assets where there is an indication that they are impaired. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is an asset’s fair value less costs of disposition or its value in use, whichever is higher. When the circumstances or reasons for recognizing impairment loss for an asset in prior years no longer exist or diminish, the impairment loss is reversed. The increased carrying amount due to reversal should not be more than what the depreciated or amortized historical cost would have been if the impairment had not been recognized.
(XIX)Accounts and notes payables
-
Accounts and notes payables are the debt incurred by credit purchase of raw materials, goods, or services and the notes payables incurred by operating and non-operating activities.
-
The Group measures short-term accounts and notes payables without bearing interest at initial invoice amount since the effect of discounting is immaterial.
(XX)Derecognition of financial liabilities
- A financial liability is derecognized by the Group when the obligation specified in the
~26~
contract is either discharged, canceled or expires.
- The Group performs re-negotiation or modification on the cash flows of current terms of financial liabilities. When there is no material difference (reaching 10%), the re-negotiated or modified cash flows is used to calculate the total carrying amount of the financial liabilities based on the original effective interest rate along with the difference with the derecognized financial liabilities original recognized, such that the modified gain or loss is recognized as profit or loss.
(XXI) Offsetting of financial assets and liabilities
When there are legal executable rights to offset the financial asset and liability amount recognized, and settlement is intended to be made based on the net amount or realizing assets and settlement at the same time, the financial assets and liabilities can be offset with each other, and the net amount can be indicated on the balance sheets.
(XXII) Employee benefits
- Short-term employee benefits
Short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in respect of service rendered by employees in a period and should be recognized as expenses in that period when the employees render service.
-
Pension
-
(1) Defined contribution plans
For defined contribution plans, the contributions are recognized as pension expenses when they are due on an accrual basis. Prepaid contributions are recognized as an asset to the extent of a cash refund from the plan or a reduction in future contributions to the plan.
-
(2) Defined benefit plans
-
A. Net obligation under a defined benefit plan is defined as the present value of an amount of pension benefits that employees will receive on retirement for their services with the Company in current period or prior period. The liability recognized in the balance sheets in respect of defined benefit pension plans is the present value of the defined benefit obligation at the balance sheet date less the fair value of plan assets. The defined benefit net obligation is calculated annually by independent actuaries using the projected unit credit method. The rate used to discount is determined by using interest rates of government bonds at the balance sheet date of a currency and term consistent with the currency and term of the employment benefit obligations.
-
B. Remeasurements arising on defined benefit plans are recognized in other comprehensive income in the period in which they arise and are recorded as retained earnings.
-
-
Employees’ compensation and remuneration of directors
Employees’ compensation and remuneration of directors are recognized as expenses and liabilities, provided that such recognition is required under legal or constructive obligations and those amounts can be reliably estimated. Any difference between the resolved amounts and the subsequently actual distributed amounts is accounted for as changes in estimates.
~27~
- (XXIII) Employees share based payments
-
For the equity-settled share-based payment arrangements, the employee services received are measured at the fair value of the equity commodities granted at the grant date and are recognized as compensation costs over the vesting period, with a corresponding adjustment to equity. The fair value of the equity commodities granted shall reflect the impact of market vesting conditions and non-market vesting conditions. Compensation cost is subject to adjustment based on the service conditions that are expected to be satisfied and the estimates of the number of equity instruments that are expected to vest under the non-market vesting conditions at each balance sheet date. And ultimately, the amount of compensation cost recognized is based on the number of equity instruments that eventually vest.
-
Employee restricted shares:
-
(1) The fair value of equity commodities granted at the grant date is used as the basis for the recognition of compensation costs over the vesting period.
-
(2) For the unrestricted right for participation in the dividend distribution, employees leaving the job during the vesting period shall return the dividends previously received. Upon the recovery of such dividends, the Company credits the retained earnings, legal reserve or capital surplus of debited on the original dividend announcement date.
-
(3) Employees are not required to make payment for the new restricted employee shares acquired; however, for employees leaving the job during the vesting period, the Company will recover such shares from such employees without compensation.
(XXIV) Income tax
-
Income tax expense comprises current tax and deferred tax. Income tax is recognized in profit or loss, except to the extent that it relates to items recognized in other comprehensive income or items recognized directly in equity. In these cases, the income tax is recognized in other comprehensive income or equity.
-
The current income tax charge is calculated by applying the taxable income to the tax rate specified in the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Group operates. Management periodically evaluates positions taken in tax returns with respect to situations in accordance with applicable tax regulations. Where appropriate, management also estimates income tax liabilities based on the amounts expected to be paid to the tax authorities. An additional tax is levied on the unappropriated retained earnings and is recorded as income tax expense in the year the shareholders resolve to retain the earnings in a shareholders’ meeting of the following year.
-
Deferred income tax is recognized, using the balance sheets liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated balance sheets. However, the deferred income tax is not accounted for if it arises from the initial recognition of goodwill or of an asset or liability in a transaction (excluding corporate merger and acquisition) that, at the time of the transaction, affects neither accounting nor taxable profit (loss). Deferred income tax is provided on temporary differences arising on investments in subsidiaries and associates, except where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse
~28~
in the foreseeable future. Deferred tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred tax asset is realized or the deferred tax liability is settled.
- Deferred income tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized. At each balance sheet date, unrecognized and recognized deferred income tax assets are reassessed.
(XXV) Share capital
-
Common shares are classified as equity. Incremental costs directly attributable to the issue of new shares or stock options are recognized in equity as a deduction from the proceeds.
-
When the Company repurchased shares previously issued, the consideration paid includes any directly attributable additional costs and the net amount after tax is recognized as a deduction of the shareholders’ equity. During the subsequent reissuance of repurchased shares, any directly attributable additional costs and income tax are deducted from the consideration received, and the difference from the carrying value is then recognized as an adjustment of shareholders’ equity.
(XXVI) Dividends distribution
Dividends are recorded in the Company’s financial statements in the period in which they are approved by the Company’s shareholders. Cash dividends are recorded as liabilities. Dividends distributed are recognized as stock dividends to be distributed and are recognized as common stocks on the new stock issuance base date.
(XXVII)Revenue recognition
1. Sale of goods
-
(1) The Group manufactures and sells integrated circuits and related products of components and systems. The sales revenue is recognized when the control of products is transferred to clients, i.e. when products are delivered to clients, and customers then have the discretion on the product sales subject and price, and the Group has no further obligation not performed that may impact clients accepting the products. When goods are transported to the designated location, the obsolete and impairment risks have been transferred to the customer, and the customer also accepts goods according to the sales contract, or when there is objective evidence proofing that all acceptable standards have been satisfied, which occurs when the goods are delivered to the customer.
-
(2) Product sales revenue is recognized with the contract price, and the recognized revenue amount is limited to the position that is unlikely to have material reversal in the future, and estimation is updated during each balance sheet date. The payment collection terms for product sales transactions are typically due 30~75 days after the shipping date. Since the goods or services are promised to be transferred to customers at the time when the payments are made by customers have not exceeded one year, consequently, the Group has not adjusted the transaction price to reflect the currency time value.
-
(3) A receivable is recognized when the goods are delivered as this is the point in time that the consideration is unconditional for the Group because only the passage of time is required before payment is due.
~29~
-
Foundry service
-
(1) The Group provides foundry related services. Service revenue is recognized as revenue when service is provided to the customer during the financial report period. The revenue of fixed price contract is recognized based on the ratio of the service actually provided by the balance sheet date over the overall services required to be provided, and the service completion ratio is determined based on the cost actually incurred over the total estimated cost. Customer pay contract price according to the payment schedule negotiated. When the service provided by the Group exceeds the payable amount of the customer, it is recognized as contract asset. If the payable amount of the customer exceeds the service actually provided by the Group, it is recognized as contract liability.
-
(2) The Group makes correction on the estimates of the revenue, cost and completion level according to the actual condition. Any increase or decrease of estimated revenue or cost due to estimation change is reflected in the profit or loss when the cause of correction is known by the management.
(XXVIII)Operating segments
The information on operating segments is reported in a manner consistent with the way the internal management report is provided to management. The key operating decision makers are responsible for allocating resources to operating segments and evaluate their performance.
V. Significant Accounting Assumptions and Judgments, and Key Sources of Estimation Uncertainty
The preparation of these consolidated financial statements requires management to make critical judgments in applying the Group’s accounting policies and make critical assumptions and estimates concerning future events. The significant accounting estimates and assumptions being made may deviate from the actual outcomes and will be consistently measured and adjusted in accordance with historical experience and other factors. Such estimates and assumptions may lead to the risk of significant adjustments being made to the carrying amount of the assets and liabilities on the balance sheets. Significant accounting judgments and the uncertainty in accounting estimates and assumptions are stated below:
(I) Significant Judgments in Applying Accounting Policies
None.
(II) Significant Accounting Estimates and Assumptions
- Impairment estimation of tangible assets
During the process of asset impairment assessment, the Group shall rely on subjective judgment to determine the useful life of the independent cash flow assets and possible revenue and expense in the future for certain asset groups based on the operating model of assets and industrial characteristics. Any change in the estimation due to the changes of economic situation or the Group’s strategies may result in significant impairment in the future.
As of December 31, 2022, the book value of the Group’s property, plant and equipment after impairment loss recognized was NT$461,699.
~30~
-
Recognition of foundry service revenue
-
The foundry service revenue is recognized progressively along with the time, and the estimation of completion level is calculated based on the ratio of the actual cost incurred over the total estimated cost summarized by the Group, and the Group periodically reviews the estimation reasonableness.
VI. Details of Significant Accounts
(I) Cash and cash equivalents
| Cash on hand and petty cash Checking deposits and demand deposits Time deposits Total |
December 31,2022 | December 31,2021 |
|---|---|---|
| $ 150 1,006,865 767,750 |
$ 140 468,699 9,980 |
|
| $1,774,765 | $478,819 |
-
Since the Group corresponds with multiple financial institutions with good credit quality to diversify credit risks, the risk of default is expected to be low.
-
For information on the cash being classified as “financial assets at amortized cost” due to usage limitation, please refer to Note 8 for details.
(II) Financial assets at fair value through profit or loss
| Item Non-current items: Financial assets compulsorily measured at fair value through profit or loss Shares listed at overseas markets Valuation adjustment Total |
December 31,2022 $ - - $- |
December 31,2021 |
|---|---|---|
| $ - - |
||
| $- |
- Detail of the financial assets measured at fair value through profit or loss recognized under profit (loss) is as follows:
| Financial assets compulsorily measured at fair value through profit or loss Equity instruments |
2022 $- |
2021 |
|---|---|---|
| ($2,536) |
- The Group disposed all of the shares of PacRay International Holdings Limited on February 4, 2021, and proceeds of the disposal was NT$516,051.
~31~
(III)Financial assets at fair value through other comprehensive income
| Item Non-current items: Equity instruments Unlisted stocks Valuation adjustment Total |
December 31,2022 $ 110,522 (81,185) $29,337 |
December 31,2021 |
|---|---|---|
| $ 114,460 (78,754) |
||
| $35,706 |
-
The Group chose to classify its strategic investment equity instruments as the financial assets at fair value through other comprehensive income, and the fair value of such investment as of December 31, 2022 and 2021 were amounted to NT$29,337 and NT$35,706 respectively.
-
Due to Pacific Resources Corporation executed cash capital reduction in July 2022, the Group recovered the share capital at an amount of NT$3,938 in August 2022.
-
Financial assets measured at fair value through other comprehensive income recognized in profit and loss/comprehensive income are as follows:
profit and loss/comprehensive income are as follows: |
|
|---|---|
| 2022 Equity instruments measured at fair value through other comprehensive income Changes in fair value recognized in other comprehensive income ($2,431) Dividend revenue recognized in profit or loss held during the end of the current period $473 |
2021 |
| $5,215 | |
| $- |
- Please refer to Notes 12(2) and (3) for information relating to credit risk of financial assets at fair value through other comprehensive income and fair value formation.
(IV)Financial assets at amortized cost
| Item Current items: Time deposits Non-current items: Time deposits |
December 31,2022 $647,686 $17,907 |
December 31,2021 |
|---|---|---|
| $1,811,625 | ||
| $17,907 |
- Detail of the financial assets at amortized cost recognized under the profit or loss is as follows:
| Detail of the financial assets at amortized follows: |
cost recognized under | the profit or loss is a |
|---|---|---|
| Interest income | 2022 $ 8,782 |
2021 |
| $ 2,884 |
~32~
-
Under the condition where the enhancement of other credits held was not considered, for the most representing financial assets at amortized cost held by the Group, the maximum exposure amounts of credit risk as of December 31, 2022 and 2021 were NT$665,593 and NT$1,829,532 respectively.
-
Details of the Group’s financial assets at amortized cost pledged to others as collateral are provided in Note 8.
-
Information relating to the credit risk of financial assets at amortized cost is provided in Note 12(2).
(V) Accounts receivable
| Accounts receivable - general customers Accounts receivable - related party |
December 31,2022 $ 249,612 91,630 $ 341,242 |
December 31,2021 $ 261,623 82,822 $ 344,445 |
|---|---|---|
- The aging of accounts receivable is as follows:
| Not past due Up to 30 days 31 to 90 days 91 to 120 days Over 121 days |
December 31,2022 $ 310,476 1,829 28,937 - - $ 341,242 |
December 31,2021 |
|---|---|---|
| $ 334,369 4,171 5,829 - 76 |
||
| $ 344,445 |
The above aging analysis is based on the number of days past the due date.
-
The accounts receivable as of December 31, 2022 and 2021 all came from contracts with clients. In addition, the accounts receivable arising from contracts with clients as of January 1, 2021 was $286,964.
-
Under the condition where the enhancement of other credits was not considered, for the most representing accounts receivable of the Group, the maximum exposure amounts of credit risk as of December 31, 2022 and 2021 were NT$341,242 and NT$344,445 respectively.
-
For information relating to accounts receivable credit risk, please refer to Note 12(2).
(VI)Inventories
| Raw materials Work in progress Finished products Total |
December 31,2022 | ||
|---|---|---|---|
| Cost $ 212,442 118,690 73,109 $ 404,241 |
Allowance for market value decline ($ 87,369) ( 3,801) ( 22,241) ($ 113,411) |
Book value | |
| $ 125,073 114,889 50,868 |
|||
$ 290,830 |
~33~
| Raw materials Work in progress Finished products Total |
December 31,2022 | ||
|---|---|---|---|
| Cost $ 161,043 121,376 24,661 $ 307,080 |
Allowance for market value decline ($ 83,591) ( 656) ( 13,428) ($ 97,675) |
Book value | |
| $ 77,452 120,720 11,233 |
|||
$ 209,405 |
Operating costs recognized as expenses by the Group in the current period:
| Cost of inventories sold Inventory valuation decline (reversal gain) Loss on scrapped inventories Unamortized manufacturing expenses |
2022 $ 1,512,159 15,736 - 5,747 $ 1,533,642 |
2021 |
|---|---|---|
| $ 1,459,353 ( 1,961) 1,700 3,049 $ 1,462,141 |
In 2021, since the restocking portion had been recognized under allowance for market value decline, the inventory valuation reversal gain occurred.
(VII) Prepayments
| Prepayment for purchases (including long-term prepayment for purchases) Overpaid sales tax Prepaid insurance premium Other prepayments Subtotal Accumulated impairment loss Total |
December 31, 2022 $ 58,418 3,626 2,661 18,408 83,113 ( 58,418) $ 24,695 |
December 31, 2021 $ 67,923 2,548 2,533 13,823 86,827 ( 58,418) $ 28,409 |
December 31, 2021 |
|---|---|---|---|
-
Please refer to Note 9(2) for relevant evaluation explanation on prepayment for purchases with recognition of impairment loss.
-
On March 12, 2021, the Group received notice for the bankruptcy administrator informing the termination of bankruptcy procedure of Company N on March 30, 2021, and the Group received the distributed amount of NT$44,395 on March 19, 2021. Accordingly, in March 2021, the Group derecognized the long-term prepayment for purchases of NT$466,363 and accumulated impairment loss (NT$466,363), and recognized the impairment loss reversal gain of NT$44,395.
~34~
(VIII) Investment accounted for using the equity method
| Affiliates Third Dimension Semiconductor, Inc. Integrated Memory Technologies, Inc. Subtotal Less: Accumulated impairment loss Third Dimension Semiconductor, Inc. Total |
December 31,2022 $ 5,578 - 5,578 ( 5,578) $- |
December 31,2021 |
|---|---|---|
| $ 5,578 - |
||
| 5,578 | ||
| ( 5,578) $- |
The summary on the share of individual non-material affiliate’s operating result of the Group is as follows:
| Net income of continuing operations Other comprehensive income (net amount after tax) Total comprehensive income |
2022 $ 1,109 - $ 1,109 |
2021 |
|---|---|---|
| $ 914 - $ 914 |
~35~
(IX) Property, plant and equipment
Detail of the owner-occupied property, plant and equipment of the Group is as follows:
| January 1 Cost Accumulated depreciation Accumulated impairment loss January 1 Addition Reclassification Right-of-use assets transfer-cost Right-of-use assets transfer- accumulated depreciation Depreciation expense December 31 December 31 Cost Accumulated depreciation Accumulated impairment loss |
2022 | |||||
|---|---|---|---|---|---|---|
| Land Buildings 24,476 $ 3,140,584 $ - 2,751,873) ( 24,476) ( 38,318) ( - $ 350,393 $ - $ 350,393 $ - 16,578 - 1,950 - - - - - 16,795) ( - $ 352,126 $ 24,476 $ 3,159,112 $ - 2,768,668) ( 24,476) ( 38,318) ( - $ 352,126 $ |
Machinery and equipment Office equipment Others Total 14,308,491 $ 128,942 $ 3,855 $ 17,606,348 $ 14,239,025) ( 120,104) ( 2,623) ( 17,113,625) ( 104) ( 55) ( - 62,953) ( 69,362 $ 8,783 $ 1,232 $ 429,770 $ 69,362 $ 8,783 $ 1,232 $ 429,770 $ 29,463 1,329 - 47,370 22,160 149 - 24,259 - 5,381 - 5,381 - 1,076) ( - 1,076) ( 24,845) ( 2,257) ( 108) ( 44,005) ( 96,140 $ 12,309 $ 1,124 $ 461,699 $ 14,360,114 $ 135,801 $ 3,855 $ 17,683,358 $ 14,263,870) ( 123,437) ( 2,731) ( 17,158,706) ( 104) ( 55) ( - 62,953) ( 96,140 $ 12,309 $ 1,124 $ 461,699 $ |
~36~
2021
| Land Buildings January 1 Cost 24,476 $ 3,045,794 $ Accumulated depreciation - 2,739,360) ( Accumulated impairment loss 24,476) ( 38,318) ( - $ 268,116 $ January 1 - $ 268,116 $ Addition - 2,486 Reclassification - 92,304 Cost for disposal of equipment - - Accumulated depreciation for disposal of equipment - - Depreciation expense - 12,513) ( December 31 - $ 350,393 $ December 31 Cost 24,476 $ 3,140,584 $ Accumulated depreciation - 2,751,873) ( Accumulated impairment loss 24,476) ( 38,318) ( - $ 350,393 $ |
Machinery and equipment Office equipment Others Total 14,260,592 $ 122,889 $ 3,855 $ 17,457,606 $ 14,223,546) ( 118,995) ( 2,515) ( 17,084,416) ( 104) ( 55) ( - 62,953) ( 36,942 $ 3,839 $ 1,340 $ 310,237 $ 36,942 $ 3,839 $ 1,340 $ 310,237 $ 35,943 6,123 - 44,552 11,956 - - 104,260 - 70) ( - 70) ( - 70 - 70 15,479) ( 1,179) ( 108) ( 29,279) ( 69,362 $ 8,783 $ 1,232 $ 429,770 $ 14,308,491 $ 128,942 $ 3,855 $ 17,606,348 $ 14,239,025) ( 120,104) ( 2,623) ( 17,113,625) ( 104) ( 55) ( - 62,953) ( 69,362 $ 8,783 $ 1,232 $ 429,770 $ |
|---|---|
~37~
(X) Lease transactions - lessee
-
The underlying assets of the Group’s lease include lands, buildings, company vehicles and Severs. Except for the land lease contract duration of 32 years, the other lease contract durations are typically between 2 and 5 years. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions.
-
The lease term of computer equipment and machine equipment leased by the Group is less than 12 months. The low-value underlying asset of the Group’s lease is classified under the other equipment.
-
The information on the carrying amount of the right-of-use asset and the recognized depreciation expense is as follows:
depreciation expense is as follows: |
|||||
|---|---|---|---|---|---|
| Land Buildings Transportation equipment Information equipment Land Buildings Transportation equipment Information equipment |
December 31,2022 | ||||
| Book Value | |||||
| $ 306,530 - 52 73 $ 306,655 2022 |
$ |
||||
$ |
|||||
| Depreciation expense | |||||
$ 10,897 187 312 717 |
|||||
| $12,113 |
-
The Group’s right-of-use asset increased by NT$1,818 and NT$0 for years ended December 31, 2022 and 2021 respectively. According to the lease contract of information equipment, after the expiration of lease term, the ownership of information equipment is transferred to the Group. In year 2022, the amount of NTD 4,305 was added to fixed asset because of the above mentioned lease expiration.
-
Profit or loss items in relation to lease contracts are as follows:
| Items that affect profit or loss Interest expense of lease liabilities Expenses attributable to short-term lease contracts Expenses attributable to low-value assets |
2022 $ 8,242 $ 158 $ 22 |
2021 |
|---|---|---|
| $ 8,469 $ 135 $ 3 |
~38~
-
The Group’s total cash used in lease contracts were NT$19,045and NT$18,734 for the years ended December 31, 2022 and 2021 respectively.
-
Option of lease extension and option of lease termination
During the determination of lease period, the Group considers all of the facts and conditions related to economic incentives that may be generated due to exercise of the option of extension. When a material event is assessed to occur due to the exercise of the option of extension or non-exercise of the option of termination, the lease period will be re-evaluated.
(XI)Other non-current assets
| Long-term accounts receivable Less: Allowance for bad debt Subtotal Refundable deposits Prepayments on equipment Total |
December 31, 2022 $ 397,055 ( 397,055) - 5,091 274,973 $ 280,064 |
December 31, 2021 $ 397,055 ( 397,055) - 6,756 219,460 $ 226,216 |
|---|---|---|
- With regard to the polycrystalline silicon wafer purchase and sale contract “Original Contract” and “Supplementary Agreement” between the Company and Jiangxi LDK Solar High-Tech Co., Ltd. (referred to as “LDK”), since both parties failed to reach a consensus on the unit price of polycrystalline silicon wafer, according to the terms and conditions of the “Original Contract”, the Company informed LDK that the Contract shall be terminated automatically on April 1, 2010 and requested LDK to return the prepayment of US$28,611 thousand (reclassified as long-term accounts receivable). With regard to the dispute over the “Original Contract” and “Supplementary Agreement”, LDK filed an arbitration proceeding with the Hong Kong International Arbitration Centre. The arbitration court was established on May 27, 2011 and made a ruling with the issuance of a final decision on June 11, 2013. For the claim filed by the Company against LDK and the claim filed by LDK against the Company, each party received one favorable judgment and one unfavorable judgment respectively. According to the result of the arbitration, the Company had not breached the “Original Contract” for the unpurchased remaining quantity; however, the Company should indemnify the loss for the unpurchased remaining quantity according to the “Supplementary Agreement” should pay the default fine for not providing IC wafer recovery material according to the “Original Contract” and should return the material recovery amount previously paid by LDK. The total amount of these three items was US$13,532 thousand, and the Company has recognized such amount under the other losses. In addition, regarding the payable amount of US$2,836 thousand to LDK originally credited under accounts payable and the aforementioned total amount of the three items of US$13,532 of the Company, after offsetting with the long-term accounts receivable of US$28,611 thousand of the Company from LDK, the prepayment required to be returned by LDK to the Company was US$12,243 thousand. Accordingly, for this case, the Company has retained an attorney to file a petition for compulsory execution with the Intermediate People's Court of Xinyu Municipality, Jiangxi Province, the People's Republic of China, and the Court has accepted the case and informed LDC to fulfill the obligation specified in the content of the final decision. On December 18, 2017, LDK’ reorganizer informed the Company to receive the credit amount of
~39~
RMB 2,093 thousand, and the Company may choose to receive payment in installments or in the form of shares. Based on the consideration of the timing of recovery such amount and the operational status of LDK, the Company has chosen the method of payment in the form of shares for LDK’s debt. However, up to the present day, the Company has not received further notice from LDK, and LDK still refuses to assist the Company to understand relevant matters, such that the Company has not yet received the debt repayment from LDK. In addition to the legal action taken in China, the Company has also filed compulsory execution proceeding on the assets of LDK or creditor’s right in order to protect the interest of the Company. In addition, the case has been recognized by the first instance of the court in Taiwan. Although the second instance of the court reversed the judgment of the first instance of the court, the third instance of the court also reversed the judgment of the second instance of the court. Presently, the appeal of the judgment of the first instance of the court is under review by the high court in Taiwan.
- After the Company evaluates and considers the possibility of recovering the long-term accounts receivable, the relevant full amount has been recognized as an impairment loss in 2017.
(XII) Accounts payable
| Accounts payable Estimated Accounts Payable Total |
December 31, 2022 $ 169,573 3,000 $ 172,573 |
December 31, 2021 $ 163,670 14,408 $ 178,078 |
|---|---|---|
(XIII) Other payables
| Dividends payable Employees' compensation and remuneration of directors payable Repair expenses payable Salary and bonus payable Utility expenses payable Bonus for unused vacation payable Profession service fees payable Payables on equipment Others Total |
December 31, 2022 $ 156,157 76,948 39,574 32,304 20,819 13,461 7,463 6,911 43,064 $ 396,701 |
December 31, 2021 $ - 33,410 42,189 41,392 25,910 11,522 10,313 9,375 43,885 $ 217,996 |
|---|---|---|
~40~
(XIV) Other current liabilities
| (XV) | Guaranteed deposits Others Total Other non-current liabilities |
December 31, 2022 $ 270,378 28,453 $ 298,831 |
December 31, 2021 $ 243,910 30,045 $ 273,955 |
|---|---|---|---|
| Net defined benefit liabilities Guaranteed deposits Total |
December 31, 2022 $ 29,008 261,611 $ 290,619 |
December 31, 2021 $ 73,524 478,114 $ 551,638 |
|---|---|---|
(XVI) Pension
-
(1) By adhering to the requirements set forth in the Labor Standards Act, the Company has established its own defined retirement benefits plan, which is applicable both to the service years of all regular employees rendered before the enforcement of the Labor Pension Act on July 1, 2005, and to the service years of all employees who elected to continue applying the Labor Standards Act after the implementation of the Labor Pension Act. Pensions for employees qualified for retirement are calculated based on their servicing years and their average salaries of the 6 months prior to their retirement. Two bases are given for each full year of service rendered within 15 years. But for the rest of the years over 15 years, one base is given for each full year of service rendered. The total number of bases shall be no more than 45. The Company contributes monthly an amount equal to 2% of the employees' monthly salaries and wages to the retirement fund deposited with Bank of Taiwan, under the name of the Labor Retirement Reserve Supervisory Committee.
-
(2) The amounts recognized in the balance sheets are determined as follows:
| Present value of defined benefit obligation Fair value of plan assets Net defined benefit liabilities |
December 31, 2022 $ 215,667 ( 186,658) $ 29,009 |
December 31, 2021 $ 254,371 ( 180,847) $ 73,524 |
|---|---|---|
~41~
(3) Movements in net defined benefit liabilities are as follows:
| 2022 Balance as of January 1 Current service costs Interest expense (income) Remeasurement: Return on plan assets (excluding amounts included in interest income or expense) Changes in financial assumptions Experience adjustments Pension fund appropriated Pension paid Balance as of December 31 2021 Balance as of January 1 Current service costs Interest expense (income) Remeasurement: |
$ |
Present value of defined benefit obligation 254,371 695 1,273 256,339 - 23,591) 4,187 19,404) - 21,268) 215,667 Present value of defined benefit obligation 239,107 691 1,196 240,994 |
($ ( |
($ ( |
($ ( |
($ ( |
($ ( |
||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| $ |
|||||||||||
( |
|||||||||||
( |
( |
( ( |
|||||||||
( |
( | ( |
|||||||||
( |
( |
( |
|||||||||
$ |
($ |
$ | |||||||||
$ |
($ ( |
||||||||||
assets 173,560) - 929) 174,489) |
$ |
liabilities 65,547 691 267 66,505 |
|||||||||
( |
|||||||||||
~42~
| Return on plan assets (excluding amounts included in interest income or expense) Changes in demographic assumptions Experience adjustments Pension fund appropriated Pension paid Balance as of December 31 |
- 6,820 15,226 22,046 - ( 8,669) $ 254,371 |
( 2,027) - - ( 2,027) ( 13,000) 8,669 ($ 180,847) |
( 2,027) 6,820 15,226 20,019 ( 13,000) - |
|---|---|---|---|
| $ 73,524 |
-
(4) The Bank of Taiwan was commissioned to manage the Fund of the Company’s and domestic subsidiaries’ defined benefit pension plan in accordance with the Fund’s annual investment and utilization plan and the “Regulations for Revenues, Expenditures, Safeguard and Utilization of the Labor Retirement Fund” (Article 6: The scope of utilization for the Fund includes a deposit in domestic or foreign financial institutions, investment in domestic or foreign listed, over-the-counter, or private placement equity securities, investment in domestic or foreign real estate securitization products, etc.). With regard to the utilization of the Fund, its minimum earnings in the annual distributions on the final financial statements shall be no less than the earnings attainable from the amounts accrued from two-year time deposits with the interest rates offered by local banks. If the earnings are less than the aforementioned rates, the government shall make payment for the deficit after being authorized by the competent authority. The Company has no right to participate in managing and operating that fund and hence the Company is unable to disclose the classification of plan asset fair value in accordance with IAS 19 Paragraph 142. The composition of fair value of plan assets as of December 31, 2022 and 2021 is given in the Annual Labor Retirement Fund Utilization Report announced by the government.
-
(5) The principal actuarial assumptions used were as follows:
| Discount rate Future salary increase rate |
2022 1.500% 3.000% |
2021 |
|---|---|---|
| 0.500% | ||
| 3.000% |
The future mortality rates of 2022 and 201 were estimated based on the 6th Taiwan Standard Ordinary Experience Mortality Table. Due to the change in the main actuarial assumption, the present value of the defined benefit obligation is affected. The analysis is as follows:
~43~
| December 31, 2022 Impact on present value of defined benefit obligation December 31, 2021 Impact on present value of defined benefit obligation |
Discount rate Increase by 0.25% Decrease by 0.25% ($ 5,411) $ 5,598 ($ 6,902) $ 7,157 |
Discount rate Increase by 0.25% Decrease by 0.25% ($ 5,411) $ 5,598 ($ 6,902) $ 7,157 |
Future salaryincrease rate | Future salaryincrease rate | ||
|---|---|---|---|---|---|---|
| Increase by 0.25% ($ 5,411) ($ 6,902) |
Increase by 0.25% $ 5,419 $ 6,865 |
Decrease by 0.25% ($ 5,266) ($ 6,658) |
||||
The sensitivity analysis above is based on other conditions that are unchanged but only one assumption is changed. In practice, more than one assumption may change all at once. The method of analyzing sensitivity and the method of calculating net pension liability in the balance sheets are the same.
The method and the assumptions of analyzing sensitivity and those of calculating net pension liability in the balance sheets are the same.
-
(6) Expected contributions to the defined benefit pension plans of the Group for 2023 amounts to $12,360.
-
(7) As of December 31, 2022, the weighted average duration of that retirement plan is 10.2 years.
-
(1) Since July 1, 2005, the Company and its domestic subsidiaries have established a defined contribution pension plan (the “New Plan”) under the Labor Pension Act (the “Act”), covering all regular employees with the Republic of China nationality. Under the New Plan, the Company and its domestic subsidiaries contributes monthly an amount based on 6% of the employees’ monthly salaries and wages to the employees’ individual pension accounts at the Bureau of Labor Insurance. The benefits accrued are paid monthly or in lump sum upon termination of employment.
-
(2) The pension costs of the Group recognized according to the aforementioned pension regulations for the years ended December 31, 2022 and 2021 were NT$21,370 and NT$19,955 respectively.
(XVII) Share-based payments
- The Group’s share-based payment arrangements for 2022 and 2021 were as follows:
| Type of agreement New restricted employee shares program (Note 1) |
Grant date 2019.3.21 |
Fair value (NT$) 22.1 |
Quantity granted 1,200 thousand shares |
Exercise price - |
Contract period 3 years |
Vesting conditions |
|---|---|---|---|---|---|---|
| (Note 2) |
-
Note 1: The new restricted employee shares issued by the Company are prohibited from transfer during the vesting period; however, the voting rights are not restricted. When an employee resigns or is subject to death not to matters of occupational accidents before satisfying the vesting conditions, the Company recovers his/her shares without compensation and cancels such shares.
-
Note 2: For a portion of the new restricted employee shares, 30% of such shares are vested immediately after the year of service reaches one and two years from the
~44~
grant date respectively. The rest of the 40% of the shares is vested after the year of services reaches three years. For an employee with the annual performance evaluation of any one year within the three years from the grant date failing to satisfy the performance criteria of the Company, the portion of the shares granted for that year but not yet vested are recovered by the Company from such employee without compensation.
- Details of the aforementioned share-based payment arrangements are as follows:
| Outstanding shares as of January 1 Shares recovered in the current period Shares vested in the current period Outstanding shares as of December 31 |
2022 Number of shares (in thousands) 397 - ( 397) - |
2021 |
|---|---|---|
| Number of shares (in thousands) |
||
| 710 ( 9) ( 304) 397 |
- Expenses incurred by share-based payment transactions were as follows:
| Equity settlement | 2022 $ 626 |
2021 |
|---|---|---|
| $ 3,473 |
(XVIII) Share capital
- As of December 31, 2022, the Company’s authorized capital was $40,000,000, consisting of 4,000,000 thousand shares of ordinary stocks (including 100,000 thousand shares reserved for employee stock options), and the paid-in capital was $1,561,567 with a par value of 10 NT dollar per share. All proceeds for share subscription were collected in full.
Adjustments in the number of the Company’s ordinary shares outstanding (unit: thousand shares) are as follows:
shares) are as follows: |
||
|---|---|---|
| January 1 Cancellation of recovered new restricted employee shares December 31 |
2022 156,156 - 156,156 |
2021 |
| 156,165 ( 9) 156,156 |
- According to the resolution of the board of directors of the Company on April 26, 2018, the number of new restricted employee shares for issuance was 1,200,000 shares, and the new shares issuance base date was March 21, 2019, with the subscription price per share of 0 NT dollar. The rights and obligations of the present issuance of ordinary shares, expect for the restricted shares transfer rights of employees satisfying the vesting conditions and without dividends and dividend rights, were the same as the other issued ordinary shares.
~45~
(XIX) Capital surplus
According to the Company Act, capital surplus arising from shares issued at a premium or from donation may be used for offsetting deficit. Furthermore, if the Company has no accumulated loss, the capital surplus may be used for issuing new shares or distributing cash in proportion to shareholders' original shareholding percentage. According to the Securities and Exchange Act, when the above-mentioned capital surplus is used for capitalization, the total amount every year shall not exceed 10% of the paid-in capital. The Company may use capital surplus to offset loss only when the amount of reserves is insufficient to offset the loss.
| January 1 New restricted employee shares vested December 31 |
2022 | |||||
|---|---|---|---|---|---|---|
| Share premium $524,168 12,277 $536,445 |
New restricted employee shares $12,277 ( 12,277) $- |
Donated assets – shares $ 3 - $ 3 |
Difference between actual price of subsidiary equity acquired and the carryingvalue $ 19,423 - $ 19,423 |
Others $14,180 - $14,180 |
Total | |
| $570,051 - $570,051 |
| January 1 Cash distribution from capital surplus New restricted employee shares canceled December 31 |
2021 | |||||||
|---|---|---|---|---|---|---|---|---|
| Share premium $602,048 ( 77,880) - $524,168 |
New restricted employee shares |
Donated assets – shares $ 3 - - $ 3 |
Difference between actual price of subsidiary equity acquired and the carryingvalue $ 19,423 - - $ 19,423 |
Others | Total | |||
| $12,379 - ( 102) $ 12,277 |
$14,180 - - $14,180 |
$648,033 ( 77,880) ( 102) $570,051 |
||||||
(XX) Retained earnings
-
According to the resolution of the ordinary shareholders’ meeting of the Company convened on August 26, 2021, the amendment of the Articles of Incorporation of the Company was approved, specifying that the Company may perform earnings distribution or deficit compensation at the end of the period semi-annually; however, during the earnings distribution, taxes payable shall be estimated and reserved in advance, and deficit shall be compensated and legal reserve shall be reserved; however, when the legal reserve has reached the total capital, such restriction shall not be applied.
-
According to the amendment Articles of Incorporation of the Company, when there is surplus earning after the final account of a fiscal year, the following shall be appropriated sequentially:
-
(1) Appropriate amount for tax payment.
-
(2) Compensate accumulated losses.
-
(3) Appropriate 10% as the legal reserve. (However, when the legal reserve has reached
~46~
the total capital, such restriction shall not be applied)
-
(4) Appropriate or reverse special reserve according relevant laws and regulations.
-
(5) Remaining amount is combined with the accumulated unappropriated earnings from the previous year, and the board of directors then establishes a proposal for distribution of earnings for submission to the shareholders’ meeting for resolution on the distribution.
-
The Company's dividend policy is as follows:
-
(1) The earnings distributed shall not be less than 30% of the net income after tax of the current year after the deficit compensation and after the deduction of legal reserve and special reserve required for appropriation, following which the distribution may be made in the form of cash dividends or share dividends. The Company is in the high-tech industry of high capital and technology intensity, and the industry also continues to grow significantly in a long term, such that the capital demand is great. Accordingly, the Company’s dividend policy primarily considers the future capital budget planning and future capital demand measurement of the Company, in order to determine the ratio of the cash dividends and share dividends, and the ratio of the cash dividends shall not be less than 10% of the total dividends.
-
(2) When the Company has no surplus earnings, no dividends and bonus may be distributed. However, based on the consideration of the factors of finance, business, operation aspect, capital structure and various reserves, the Company may distribute all or a portion of the capital surplus.
-
Except being used to make up previous deficits or appropriate shares or cash to shareholders in proportion to their shareholding percentage, the legal reserve shall not be used. However, the amount of legal reserves used to appropriate new shares or cash shall be limited to the portion exceeding 25% of the paid-in capital.
-
According to law, the Company may appropriate earnings only after it has provided special reserve equivalent to the net debit balance of other equity on the balance sheet date. If subsequently the debit balance of other equity is reversed, the reversed amount may be used as appropriable earnings.
-
The proposal for 2020 deficit compensation was approved by the shareholders’ meeting through resolution on August 26, 2021.
-
According to the resolution of the shareholders’ meeting on August 26, 2021, the proposal for cash distribution with capital surplus was approved, and 0.5 NT dollar was distributed per share, and the total amount of cash distribution was NT$77,880.
-
The Company's 2021 earnings distribution proposal and cash dividends distribution proposal according to the resolution of the shareholders’ meeting on May 18, 2022 were as follows:
as follows: |
||
|---|---|---|
| Legal reserve Special reserve Cash dividends Total |
2021 | |
| Amount | Dividends per share (NT$) |
|
| $ 22,522 41,555 78,078 |
$ - - 0.50 |
|
$ 142,155 |
$ 0.50 |
~47~
- The 2022 earnings distribution proposal of the Company according to the resolution of the board of directions is as follows:
| 4th quarter of 2022 | 2nd quarter of 2022 | |
|---|---|---|
| Date of board resolution | March 7, 2023 | October 28, 2022 |
| Legal reserve | $ 28,234 |
$ 30,143 |
| Special reserve | $ 2,005 |
$ 459 |
| Cash dividends | $ 156,157 |
$ 156,157 |
| Cash dividend per share (NT$) | $ 1.0 | $ 1.0 |
| The aforementioned cash dividends have | been distributed according to | the board resolution, |
| and the rest is pending for resolution of the shareholders’ meeting to be | held on May 25, | |
| 2023. |
(XXI) Other equity items
| January 1, 2022 Financial assets at fair value through other comprehensive income - valuation adjustments Share-based compensation costs December 31, 2022 January 1, 2021 Financial assets measured at fair value through other comprehensive income - valuation adjustments Cancellation of new restricted employee shares Share-based compensation costs December 31, 2021 |
Unrealized valuation gains (losses) |
Unearned compensation of employees |
||
|---|---|---|---|---|
| ($ 78,361) ( 2,464) - ($ 80,825) Unrealized valuation gains (losses) |
||||
| ($ 83,570) 5,209 - - ($ 78,361) |
(XXII) Operating revenue
| Revenue from contracts with customers |
2022 $ 2,151,511 |
2021 |
|---|---|---|
| $ 1,951,967 |
~48~
1. Disaggregation of revenue from customer contracts with customers
The revenue of the Group can be classified into the following geographical areas:
| 2022 Taiwan Segment revenue $1,608,376 Revenue from internal segment transactions ( 143,173) Revenue from external customer contracts $1,465,203 2021 Taiwan Segment revenue $1,426,915 Revenue from internal segment transactions ( 113,353) Revenue from external customer contracts $1,313,562 |
Taiwan $1,608,376 ( 143,173) |
Asia $ 583,683 - |
$ | Europe 96,273 - |
Americas $ 6,352 - |
Total $2,294,684 ( 143,173) |
|---|---|---|---|---|---|---|
| $ 583,683 Asia $ 553,925 - |
$ | 96,273 | $ 6,352 | $2,151,511 |
||
Taiwan $1,426,915 ( 113,353) |
$ |
Europe 80,447 - |
Americas $ 4,033 - |
Total $2,065,320 ( 113,353) |
||
| $ 553,925 | $ | 80,447 | $ 4,033 | $1,951,967 |
2. Contract liabilities
- (1) Contract liabilities related to customer contract revenue recognized by the Group are as follows:
| Contract liabilities Foundry service revenue Sales of goods |
December 31, 2022 $ 13,707 1,613 $ 15,320 |
December 31, 2021 $ 23,833 - $ 23,833 |
January 1, 2021 $ 14,096 - $ 14,096 |
January 1, 2021 |
|---|---|---|---|---|
- (2) Contract liabilities at the beginning of the current period recognized as revenue in the current period
current period |
||
|---|---|---|
| Balance of contract liabilities at the beginning of the current period recognized as: Foundry service revenue |
2022 $ 19,743 |
2021 |
| $ 10,617 |
(XXIII) Interest income
| Interest income | ||
|---|---|---|
| Interest income from bank deposits Interest income from financial assets at amortized cost Total |
2022 $ 15,438 8,782 $ 24,220 |
2021 |
| $ 702 2,884 |
||
$ 3,586 |
~49~
(XXIV)Other income
| Rental income Dividend income Other income -others Total |
2022 $ 197 473 1,740 $ 2,410 |
2021 $ 197 - 2,349 $ 2,546 |
|---|---|---|
(XXV)Other gains and losses
| ther gains and losses | |||
|---|---|---|---|
| Net foreign exchange gains (losses) Loss on financial assets at fair value throug profit or loss Impairment loss reversal gains Other (losses) and gains Total |
2022 $ 178,192 h - - ( 40) $ 178,152 |
2021 | |
| ($ 52,570) ( 2,536) 44,395 - |
|||
| ($ 10,711) |
(XXVI)Financial costs
| Interest expense of lease liabilities | 2022 $ 8,242 |
2021 $ 8,469 |
|---|---|---|
(XXVII)Additional information on the nature of expenses
| Employee benefit expense Property, plant and equipment depreciation expense Right-of-use assets depreciation expense Intangible assets amortization expense |
2022 $ 675,869 $ 44,005 $ 12,149 $ 222 |
2021 |
|---|---|---|
| $ 621,257 | ||
$ 29,279 |
||
$ 12,113 |
||
$ 2,079 |
(XXVIII)Employee benefit expense
| Employee benefit expense | ||
|---|---|---|
| Salary expense Employee stock options Labor and health insurance expense Pension expense Other personnel expense Total |
2022 $ 573,504 626 48,009 22,400 31,330 $ 675,869 |
2021 |
| $ 525,342 3,473 45,498 20,913 26,031 |
||
$ 621,257 |
~50~
-
According to the Articles of Incorporation of the Company, the Company shall appropriate 2.5% to 10% of the profit of the current year as the employees’ compensation. The employees’ compensation may be made in the form of shares or cash, and the distribution subject may include the Company's employees and employees of subordinate companies according to the law. The board of directors shall determine the distribution ratio of the employees’ compensation of the current year through resolution and report to the shareholders’ meeting. The Company also distributes remuneration of directors in cash within the limit not exceeding 2% of the profit of the current year. For the determination of the distribution ratio of remuneration of directors of the current year, the Remuneration Committee shall submit proposal to the board of directors for resolution. However, when the Company still has accumulated deficits, amount shall be reserved for making up the accumulated deficits first.
-
For 2022 and 2021, the employees’ compensation recognized by the Company were NT$62,519 and NT$27,865, respectively, and the remuneration of directors recognized were NT$12,441 and NT$5,545, respectively, which were presented under salary expense.
-
The employees’ compensation and the remuneration of directors for 2022 were estimated at 10% and not higher than 2%, respectively according to the profit status up to the current year.
-
According to the resolution of the board of directors, the employees’ compensation and remuneration of directors for 2021 were N$27,865 and NT$5,545 respectively, and the difference from the employees’ compensation recognized in the 2021 financial statements was (NT$13), which has been adjusted in the profit or loss of 2022.
-
Relevant information on the employees’ compensation and directors of the Company as resolved by the board of directors is available on the Market Observation Post System” (MOPS) website for inquiries.
(XXIX) Income tax
-
Income tax expense
-
(1) Income tax components:
| e tax ome tax expense Income tax components: |
||
|---|---|---|
| Current income tax Deferred income tax total Income tax expenses |
2022 $ 555 - $ 555 |
2021 |
| $ - - $- |
-
(2) Income tax associates with other comprehensive income: None.
-
(3) Income tax directly debited or credited in equity: None.
~51~
- Reconciliation between income tax expense and accounting profit
| Tax calculated based on income before tax at the statutory rate (Note) Expenses (income) not to be recognized according to tax law Temporary difference not recognized as deferred income tax assets Changes in assessment of realizability of temporary differences Changes in assessment of realizability of tax loss Additional income tax for undistributed earnings Income tax effects of applicable tax rate difference among group Income tax expense |
2022 $ 124,696 ( 13,981) 12,498 ( 6,740) ( 107,543) 555 ( 8,930) $ 555 |
2021 $ 48,693 778 1,213 ( 9,229) ( 45,593) - 4,138 $- |
|---|---|---|
Note: The basis of applicable tax rate was calculated based on the tax rate applicable to the parent company.
- Valid period of tax loss unused and relevant amounts of unrecognised deferred tax assets for the Group are as follows:
December 31, 2022
| Year of loss 2013 2014 2015 2016 2017 2019 2020 2021 |
Declared value/approved value $ 1,510,237 897,062 775,176 391,373 151,786 395,294 881 274,492 $ 4,396,301 |
Undeducted amount $ 1,493,098 897,062 775,176 391,373 151,786 395,294 881 274,492 $ 4,379,162 |
Unrecognized deferred tax asset amount $ 1,493,098 897,062 775,176 391,373 151,786 395,294 881 274,492 $ 4,379,162 |
Expiry date |
||
|---|---|---|---|---|---|---|
| 2023 2024 2025 2026 2027 2029 2030 2031 |
~52~
December 31, 2021
| December 31,2021 | December 31,2021 | ||
|---|---|---|---|
| Year of loss 2012 2013 2014 2015 2016 2017 2019 2020 2021 |
Declared value/approved value Undeducted amount Unrecognized deferred tax asset amount Expiry date $ 1,105,447 $ 1,105,447 $ 1,105,371 2022 1,510,237 1,510,237 1,510,237 2023 897,062 897,062 897,062 2024 775,176 775,176 775,176 2025 391,373 391,373 391,373 2026 151,786 151,786 151,786 2027 395,294 395,294 395,294 2029 881 881 881 2030 12 12 12 2031 $ 5,227,268 $ 5,227,192 $ 5,227,192 |
Expiry date |
|
- Amounts of deductible temporary differences unrecognized as deferred tax assets
December 31, 2022 December 31, 2021 Deductible temporary differences $ 518,565 $ 911,743
- The Company’s tax returns has been approved by the taxation authority through 2020. (XXX) Earnings per share (EPS)
| arnings per share (EPS) | ||||
|---|---|---|---|---|
| Basic earnings per share Net income attributable to shareholders of common shares Diluted earnings per share Net income attributable to shareholders of common shares Employees’ compensation Employee restricted shares |
2022 | |||
| After-tax amount $ 550,228 $ 550,228 - - $ 550,228 |
Weighted average number of ordinary shares outstanding (shares in thousands) 156,071 156,071 1,791 86 $ 157,948 |
Earnings per share (EPS) (NT$) |
||
| $ 3.53 $ 3.48 |
||||
~53~
| Basic earnings per share Net income attributable to shareholders of common shares Diluted earnings per share Net income attributable to shareholders of common shares Employees’ compensation Employee restricted shares |
2021 | |||
|---|---|---|---|---|
| After-tax amount $ 245,238 $ 245,238 - - $ 245,238 |
Weighted average number of ordinary shares outstanding (shares in thousands) 155,694 155,694 561 440 $ 156,695 |
Earnings per share (EPS) (NT$) |
||
| $ 1.58 $ 1.57 |
(XXXI) Additional Information on cash flows
- Investing activities partially involving cash payments:
| Acquisition of property, plant, and equipment (including reclassification) Add: Prepayments on equipment at end of period Less: Prepayments on equipment at beginning of period Add: Opening balance of payable on equipment Less: Ending balance of payable on equipment Less: Right-of-use assets transferred to office equipment Cash paid in the current period |
2022 $ 75,934 274,973 ( 219,460) 9,375 ( 6,911) ( 4,305) $ 129,606 |
2021 $ 148,812 219,460 ( 218,753) 4,919 ( 9,375) - $ 145,063 |
|||
|---|---|---|---|---|---|
~54~
2. Financing activities not affecting cash flows:
| Cash dividends distribution Cash distribution from capital surplus Less: Dividends payable at the end of the period |
2022 $ 156,157 - ( 156,157) $- |
2021 |
|---|---|---|
| $ - 77,880 - $ 77,880 |
(XXXII)Changes in liabilities arising from financing activities
| January 1 Changes in cash flows from financing activities Other non-monetary changes December 31 |
2022 | ||
|---|---|---|---|
| Guaranteed deposits $ 722,024 ( 190,035) - $ 531,989 |
Lease liabilities $ 329,245 ( 18,865) 10,060 $ 320,440 |
Total liabilities from financing activities |
|
| $ 1,051,269 ( 208,900) 10,060 $ 852,429 |
| January 1 Changes in cash flows from financing activities Other non-cash changes December 31 |
2021 | |||
|---|---|---|---|---|
| Guaranteed deposits $ 4,196 717,828 - $ 722,024 |
Lease liabilities $ 339,372 ( 18,596) 8,469 |
Total liabilities from financing activities |
||
| $ 343,568 699,232 8,469 |
||||
$ 329,245 |
$ 1,051,269 |
VII. Related Party Transactions
(I) Name and relationship of related party
Name of related party Relationship with the Group
Pynmax Technology Co., Ltd. (Note) Key management (corporate director of the Company) Substantial related party (parent company of Pynmax Panjit International Inc. (Note) Technology Co., Ltd.) Actron Technology Corporation Key management (corporate director of the Company)
~55~
-
Note: Pynmax Technology Co., Ltd. disposed all of the Company's shares held on November 25, 2022, such that Pynmax Technology Co., Ltd. and its parent company, Panjit International Inc., have lost their relationship with the Group since November 25, 2022.
-
(II) Significant transactions with related parties
-
Operating revenue
| Operating revenue: Actron Technology Corporation Panjit International Inc. Pynmax Technology Co., Ltd. Total |
2022 $ 352,511 208,891 1,085 $ 562,487 |
2021 |
|---|---|---|
| $ 264,824 137,491 12,571 $ 414,886 |
The transaction price of product sales has no material difference from the payment collection terms and non-related parties.
- Purchase
terms and non-related parties. Purchase |
|||
|---|---|---|---|
| 2022 | 2021 | ||
| Purchase of goods: | |||
| Panjit International Inc. | $ 20 |
$ | - |
| Receivables from related party | |||
| December 31, 2022 | December | 31, 2021 | |
| Accounts receivable: | |||
| Actron Technology Corporation | $ 91,630 | $ | 48,206 |
| Panjit International Inc. | - | 32,020 | |
| Pynmax Technology Co., Ltd. | - | 2,596 | |
| Total | $ 91,630 | $ | 82,822 |
- Receivables from related party
The receivables from related parties are mainly from the sales, and the amounts for the sales transactions are due in 30~45 days after the sales date. Such amount of the receivables has no pledge and interest payment.
~56~
4. Guaranteed deposits (including those due in one year)
| Actron Technology Corporation Panjit International Inc. Total |
December 31, 2022 $ 107,101 - $ 107,101 |
December 31, 2021 $ 144,801 80,715 $ 225,516 |
|---|---|---|
5. Others
| rs | ||
|---|---|---|
| r expenses: Actron Technology Corporation |
2022 | 2021 |
| $- |
$ 378 |
Other expenses:
(III)Key management remuneration information
| Key management remuneration information | ||
|---|---|---|
| Short-term employee benefits Share-based payments |
2022 | 2021 $ 18,311 2,801 $ 21,112 |
| $ 27,664 5,202 $ 32,866 |
VIII. Pledged Assets
The Group’s assets pledged as collateral are as follows:
| Asset item Time deposits (listed in “financial assets at amortized cost - current”) Time deposits (listed in “financial assets at amortized cost - non-current”) Property, plant and equipment |
Book value | ||
|---|---|---|---|
| December 31,2022 $ - 17,907 - $ 17,907 |
December 31,2021 $ 7,639 17,907 - $ 25,546 |
Purpose of collateral | |
| Letters of credit Customs clearance and rent guarantee |
IX. Significant Contingent Liabilities and Unrecognized Commitments
(I) Contingencies
None.
~57~
(II) Commitments
- The material purchase contracts signed between the Company and the following companies are summarized as follows:
| Party S Company |
Contract period August 2008~ December 2016 |
Summary |
|---|---|---|
S Company, according to the price specified in the original contract, shall guarantee to supply solar silicon wafers of a total quantity of 121,5000 (thousand pieces) to the Company during the contract period, and the Company shall pay a certain amount as the deposit according to the original contract requirements. However, both parties have not yet reached a consensus on the alternative solution for the transaction mode up to the date of March 7, 2023. Up to the date of December 31, 2022, the Company has made prepayments of US$112 thousand (NT$3,573 thousand) and NT$54,845 thousand, and the accumulated loss recognized is NT$58,418 thousand. In addition, in view of the fact that the current condition of the solar power industry is different from the market condition at the time of contract signing, both parties have terminated the performance of relevant order placement and deposit payment. |
-
The Company has signed the foundry service production capacity guarantee contracts with some of the customers, in order to provide specific production capacity to such customers according to the contract terms and conditions between both parties.
-
Up to the date of December 31, 2022, the capital expenditure amount for the contracts signed but not yet take place was NT$57,458.
X. Losses Due to Major Disasters
None.
XI. Significant Subsequent Events
The earnings distribution proposal of the Company was approved by the board of directors through resolution on March 7, 2023. Please refer to Note 6(20) for details.
XII. Others
(I) Capital management
The Company shall maintain sufficient capital to establish and expand production capacity and equipment. Based on the consideration of the characteristic of economic cycle and fluctuation of the semiconductor Industry, the capital management objective of the Company is to ensure that the Company has sufficient and necessary financial resources in order to satisfy the working capital demand, capital asset purchases, capital asset purchases, dividend payments, debt service requirements and other business needs for the next 12 months.
~58~
(II) Financial Instruments
1. Category of financial instrument
| Financial Instruments 1. Category of financial instrument |
|||
|---|---|---|---|
| Financial assets Financial assets at fair value through other comprehensive income Designated investment in equity instruments selected Financial assets measured at amortized cost Cash and cash equivalents Financial assets at amortized cost Accounts receivable (including related party) Other receivables Refundable deposits Financial liabilities Financial liabilities measured at amortized cost Notes payable Accounts payable (including related party) Other payables Guaranteed deposits (including those due in one year) Lease liabilities |
$ |
December 31, 2022 $ 29,337 1,774,765 665,593 341,242 6,315 5,091 $ 2,822,343 December 31, 2022 7 172,573 396,701 531,988 1,101,269 320,440 |
December 31, 2021 $ 35,706 478,819 1,829,532 344,445 6,688 6,756 $ 2,701,946 December 31, 2021 $ 7 178,078 217,996 722,024 $ 1,118,105 $ 329,245 |
$ $ |
|||
$ $ |
$ |
||
$ |
2. Financial risk management policies
-
(1) The Group’s daily operations are affected by various financial risks, including market risk (including exchange rate risk, interest rate risk, and price risk), credit risk, and liquidity risk. In addition, the Company performs the identification, measurement and management of the aforementioned risks according to the policy and risk appetite. For the financial risk management, the Group has established appropriate policy, procedure and internal control according to relevant regulations. All key financial activities are reviewed by the board of directors against relevant regulations and the internal control system. During the financial management activity implementation period, the Group shall comply with relevant rules for financial risk management established.
-
(2) To reduce and to management relevant financial risks, the Group is committed to the analysis, identification and evaluation of relevant financial risk factors and possible unfavorable impacts on the finance of the Group. In addition, relevant response solutions are proposed in order to avoid unfavorable factors arising from the financial risk.
~59~
- Significant financial risks and degrees of financial risks (1) Market risk
Foreign exchange risk
-
A. The Group operates internationally and is exposed to foreign exchange risk arising from the transactions of the Group used in various functional currency, primarily with respect to the USD, HKD and JPY. Foreign exchange risk arises from future commercial transactions and recognized assets and liabilities.
-
B. The Group’s management has formulated relevant policy to require entities within the Group to manage the foreign exchange risk associated with their functional currency. The companies are required to hedge their entire foreign exchange risk exposure with the financial department of the Group.
-
C. The Group’s businesses involve some non-functional currencies (functional currency of the Group is NTD), such that it can be affected by the exchange rate fluctuation. The information on assets and liabilities denominated in foreign currencies whose values are materially affected by the exchange rate fluctuations is as follows:
| (Foreign currency: functional currency) Financial assets Monetary items USD : NTD JPY : NTD HKD : NTD Financial liabilities Monetary items USD : NTD |
December 31, 2022 | ||
|---|---|---|---|
| Foreign currency (in thousands) $ 65,759 24,783 759 18,546 |
Exchange rate 30.710 0.2324 3.938 30.710 |
Carrying amount (NTD) $ 2,019,459 5,760 2,989 569,548 |
|
~60~
| (Foreign currency: functional currency) Financial assets Monetary items USD : NTD JPY : NTD HKD : NTD Financial liabilities Monetary items USD : NTD |
December 31, 2021 | December 31, 2021 | Carrying amount (NTD) |
|---|---|---|---|
| Foreign currency (in thousands) $ 68,002 46,061 142,974 27,281 |
Exchange rate 27.680 0.2405 3.549 27.680 |
||
| $ 1,882,295 11,078 507,415 755,138 |
|||
-
D. The total exchange gain (loss) (including realized and unrealized) arising from significant foreign exchange variation on the monetary items held by the Group for the years ended December 31, 2022 and 2021, amounted to NT$178,192 and (NT$52,570) respectively.
-
E. Analysis of foreign exchange risk of the Group arising from significant foreign exchange rate fluctuation is as follows:
| (Foreign currency: functional currency) Financial assets Monetary items USD : NTD JPY : NTD HKD : NTD Financial liabilities Monetary items USD : NTD |
2022 | 2022 | |
|---|---|---|---|
| Sensitivityanalysis | |||
| Change percentage 5% 5% 5% 5% |
Effect on profit or loss $ 100,973 288 149 ( 28,477) |
Effect on other comprehensive income |
|
| $ - - - - |
|||
~61~
| (Foreign currency: functional currency) Financial assets Monetary items USD : NTD JPY : NTD HKD : NTD Financial liabilities Monetary items USD : NTD |
2021 | 2021 | |
|---|---|---|---|
| Sensitivityanalysis | |||
| Change percentage 5% 5% 5% 5% |
Effect on profit or loss |
Effect on other comprehensive income |
|
| $ 94,115 554 25,371 ( 37,757) |
$ - - - - |
||
Price risk
-
A. The Group is exposed to equity instrument price risk because of the financial assets measured at fair value through other comprehensive income held. To manage its price risk arising from investments in equity securities, the Group diversifies its portfolio. Diversification of the portfolio is done in accordance with the limits set by the Group.
-
B. The Group mainly invests in equity instruments issued by a domestic or foreign company. The price of such equity instruments can be affected by changes in future value of their investment targets. If the prices of these equity instruments had increased/decreased by 10% with all other variables held constant, profit or loss for the years ended December 31, 2022 and 2021 would have increased/decreased by NT$2,934 and NT$3,571 respectively, as a result of gains or losses classified as equity investment measured at fair value through other comprehensive income.
-
(2) Credit risk
-
A. The Group’s credit risk refers to the risk of financial loss to the Group arising from default by the clients or transaction counterparties of financial instruments on the contract obligations. Such risk is mainly due to the counterparties cannot repay the accounts payable according to the payment terms, and it is classified as the contract cash flows at amortized cost.
-
B. The Group establishes a framework for managing credit risks from a group's perspective. For corresponding banks and financial institutions, the Company set up to only accept transaction counterparties receiving the good credit raking independently. As the internal credit approval policy stipulates, an operating entity within the Group shall manage and analyze the credit risk of a new client before proposing terms and conditions pertaining to payments and delivery of goods. Internal risk control is achieved by evaluating a client’s credit quality against the client’s financial position, credit records, and other factors. Individual risk limits are set based on internal rating of the Group, and the utilization of
~62~
credit limits is regularly monitored.
-
C. Credit risk impairment loss evaluation of financial assets measured at amortized cost:
-
a. The Group adopts IFRS 9 to provide preliminary assumption, and when the payment specified according to the contract term has exceeded 90 days, breach of contract is deemed to have occurred.
-
b. The Group applies the following presumption of IFRS 9 and deems that the credit risk of financial assets has significantly increased after initial recognition when the receivables obliged by the contractual terms are 30 days past due.
-
c. The Group has included future prospective considerations to adjust the historical and actual information, and also considers the credit rating of the issuance bank in order to estimate the expected credit loss.
-
d. The financial assets measured at amortized cost held by the Group refer to time deposits and restricted time deposits at banks, and the credit ratings of such banks are good without the occurrence of overdue in the past. In addition, based on the consideration that there is no material change to the overall economic environment, the probability of credit loss risk is evaluated to be extremely low, such that it has no material impact on the amount of the financial statements.
-
D. Credit risk impairment loss evaluation of accounts receivable:
-
a. The Group classifies accounts receivable due from clients by the characteristics of their ratings, and adopts the simplified approach that measures expected credit losses based on the preparation matrix.
-
b. By including the forward-looking consideration, the Group adjusts the expected credit loss rate that was established based on historical or present information, so as to estimate loss ratio method of the loss allowance for the accounts receivable, as of December 31, 2022 and 2021, as follows:
| December 31, 2022 Expected loss ratio Total book value Loss allowance December 31, 2021 Expected loss ratio Total book value Loss allowance |
Not past due 0% $310,476 $ - Not past due 0% $334,369 $ - |
30 days past due 0% $ 1,829 $ - 30 days past due 0% $ 4,171 $ - |
31~90 days past due 0% $ 28,937 $ - 31~90 days past due 0% $ 5,829 $ - |
91~120 days past due 0% $ - $ - 91~120 days past due 0% $ - $ - |
Over 120 days past due Total 0% $ - $341,242 $ - $ - Over 120 days past due Total 0% $ 76 $344,445 $ - $ - |
|---|---|---|---|---|---|
| $ $ |
~63~
- c. The Group adopts a simplified method in which the loss allowance for the accounts receivable is shown as follows:
| January 1 (and December 31) | 2022 - |
2021 | ||
|---|---|---|---|---|
| $ | $ | - |
(3) Liquidity risk
-
A. Cash flows forecast is done by each operating entity; the Financial Department of the Group is responsible only for summarizing the results. The financial department of the Group monitors rolling forecasts of the Group’s liquidity requirements to ensure that it has sufficient cash to meet operational needs while maintaining sufficient headroom on its undrawn committed borrowing facilities at all times, in order to prevent the Group from breaching relevant borrowing limits or terms.
-
B. The table below listed the Group’s non-derivative financial liabilities. They were analyzed for the residual duration between the balance sheet date and the contract maturity date. The table below disclosed the contractual cash flows not discounted.
| Non-derivative financial liabilities: December 31, 2022 Notes payable Accounts payable (including related party) Other payables Lease liabilities Guarantee deposits Non-derivative financial liabilities: December 31, 2021 Notes payable Accounts payable Other payables Lease liabilities Guarantee deposits |
Less than 1 year $ 7 172,573 396,701 16,105 270,378 Less than 1 year $ 7 178,078 217,997 18,502 243,910 |
1~2 years $ - - - 15,978 254,844 1~2 years $ - - - 15,961 238,209 |
2~3 years $ - - - 15,978 2,608 2~3 years $ - - - 15,907 233,424 |
3~5 years Over 5 years Total $ - $ - $ 7 - - 172,573 - - 396,701 31,955 367,487 447,503 52 4,106 531,988 3~5 years Over 5 years Total $ - $ - $ 7 - - 178,078 - - 217,997 31,815 381,776 463,961 2,380 4,101 722,024 |
|---|---|---|---|---|
(III) Information on fair value
- Below are the definitions assigned to each level of valuation technique used to measure the fair value of financial and non-financial assets.
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date. A market is regarded as active where a market in which transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis. The fair value of the Group’s investment in listed shares is included in Level 1.
~64~
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3: Unobservable inputs for the asset or liability.
- Financial instruments not measured at fair values
The carrying amounts of the cash and cash equivalents, financial assets measured at amortized cost, accounts receivable, other receivables, refundable deposits, notes payable, accounts payable and other payables are approximate to the reasonably close values of fair values.
- Financial and non-financial assets measured at fair value are classified by the Group according to the nature, characteristic, risk, and fair value level of the assets and liabilities, and relevant information is stated as follows:
| December 31, 2022 Assets Recurring fair value Financial assets at fair value through other comprehensive income Unlisted stocks December 31, 2021 Assets Recurring fair value Financial assets at fair value through other comprehensive income Unlisted stocks |
$ | Level 1 - Level 1 - |
$ | Level 2 - Level 2 - |
$ | Level 3 29,337 Level 3 35,706 |
$ | Total 29,337 |
|---|---|---|---|---|---|---|---|---|
| $ | $ | $ |
$ |
Total 35,706 |
-
The techniques and assumptions used by the Group to measure fair value are stated as follows:
-
(1) The fair value of other financial instruments of the Group is measured by using valuation techniques or by reference to counterparty quotes. The fair value of financial instruments measured using valuation techniques can be referred to as the current fair value of instruments with similar terms and characteristics in substance, discounted cash flow method or other valuation methods, including those calculated by applying a model using market information available at the consolidated balance sheet date.
-
(2) Outputs from the valuation models are estimates and valuation techniques may not be able to reflect all relevant factors of the financial and non-financial instruments held by the Group. Consequently, the estimated value of the valuation model is adjusted appropriately according to the additional parameters. In accordance with the Group’s management policies and relevant control procedures relating to the valuation models used for fair value measurement, management believes adjustment to valuation is necessary in order to reasonably represent the fair value of financial and
~65~
non-financial instruments in the consolidated balance sheets. The inputs and pricing information used during valuation are carefully assessed and adjusted based on current market conditions.
-
For 2022 and 2021, there was no transfer between Level 1 and Level 2.
-
The following table shows the change of Level 3 equity instruments for 2022 and 2021.
| January 1 Cash refund from capital reduction Valuation adjustment December 31 |
2022 $ 35,706 ( 3,938) ( 2,431) $ 29,337 |
2021 |
|---|---|---|
| $ 30,491 - 5,215 $ 35,706 |
-
Valuation process regarding fair value Level 3 is conducted by the Group’s financial department, which conducts an independent fair value verification though use of independent data source in order to make the valuation results close to market conditions, and to review periodically, thereby ensuring a reasonable valuation result.
-
The significant non-observable input value quantified information and significant non-observable input value change sensitivity analysis for the valuation model used in relation to the Level 3 fair value measurements are as follows:
| Fair value at | Significant | Range | Relationship | ||
|---|---|---|---|---|---|
| December 31, | Valuation | unobservable | (weighted | between inputs | |
| 2022 | technique | inputs | average) | and fair value | |
| Non-derivative equity | instruments: | ||||
| Unlisted stocks |
$ 29,337 | Public | Discount for lack | 30% | The higher the |
| company | of marketability | discount for lack | |||
| comparables | of marketability, | ||||
| the lower the fair | |||||
| value | |||||
| Fair value at | Significant | Range | Relationship | ||
| December 31, | Valuation | unobservable | (weighted | between inputs | |
| 2021 | technique | inputs | average) | and fair value | |
| Non-derivative equity | instruments: | ||||
| Unlisted stocks s |
$ 35,706 | Public | Discount for lack | 30% | The higher the |
| company | of marketability | discount for lack | |||
| comparables | of marketability, | ||||
| the lower the fair | |||||
| value |
- The Group elects to adopt valuation models and valuation parameters under prudential consideration. Nonetheless, this does not preclude the differences arising from adoption of different valuation models or parameters. If valuation parameters change, financial assets classified as Level 3 will have effects on the profit/loss or other comprehensive income, stated as follows:
~66~
| Inputs Changes Financial assets Equity instruments Discount for lack of marketability ± 10% Inputs Changes Financial assets Equity instruments Discount for lack of marketability ± 10% |
December 31,2022 | December 31,2022 | December 31,2022 | December 31,2022 | December 31,2022 | December 31,2022 | ||
|---|---|---|---|---|---|---|---|---|
| Recognized in | profit or loss Unfavorable |
Recognized in other comprehensive income Favorable Unfavorable |
||||||
Favorable changes $- |
Favorable |
|||||||
| $ | ||||||||
| Recognized in | profit or loss Unfavorable |
Recognized in other comprehensive income Favorable Unfavorable |
||||||
Favorable changes $- |
Favorable |
|||||||
| $ | changes - |
changes changes $ 5,100 ($ 5,100) |
XIII. Additional Disclosures
(IV)Information on Significant Transactions
-
Financing provided to others: None
-
Endorsements/guarantees provided to others: None
-
Marketable securities held at the end of the period (excluding investment in subsidiaries, affiliated companies, and the control portion in a joint venture): Please refer to Table 1.
-
Marketable securities acquired and disposed of at costs or prices of at least NT$300 million or 20% of the paid-in capital or more: None.
-
Acquisition of real estate reaching NT$300 million or 20% of paid-in capital or more: None.
-
Disposal of real estate reaching NT$300 million or 20% of paid-in capital or more: None.
-
Transaction with related party reaching NT$100 million or 20% of paid-in capital or more: Please refer to Table 2.
-
Receivables from related parties reaching $100 million or 20% of paid-in capital or more: None.
-
Trading in derivative instruments: None
-
Business relationship, significant transactions, and significant transaction amount between parent and subsidiaries, or among subsidiaries: Please refer to Table 3.
(V)Information on Investees
Names, locations and other information of investee companies (excluding those in Mainland China): Please refer to Table 4.
(VI)Information on investments in Mainland China
None.
(VII) Information on major shareholders
Please refer to Table 5.
~67~
XIV. Operating Segment Information
(I) General Information
The primary operating activities of the Group include research, design, development, testing, manufacturing, sales of integrated circuits and solar power generation systems and general investments. The segments of the Group include a total of three segments required for reporting of the wafer industry, solar power industry and professional investments.
(II) Information on segment profit or loss
Information on reportable segment provided to the main operating decision makers:
| 2022 Segment revenue Revenue from internal segments Revenue from external Segment profits or losses Segment assets Segment liabilities 2021 Segment revenue Revenue from internal segments Revenue from external Segment profits or losses Segment assets Segment liabilities |
Wafer industry $2,294,466 ( 143,173) $2,151,293 $ 508,236 $3,964,721 $1,494,013 Wafer industry $2,065,082 ( 113,353) $1,951,729 $ 226,937 $3,222,614 $1,573,158 |
Solar power industry $ 218 - $ 218 $ 107 $ 1,154 $- Solar power industry $ 238 - $ 238 $ 41,742 $ 1,233 $- |
Professional investments $ - - $- $ 45,945 $ 217,786 $ 1,033 Professional investments $ - - $- ($ 20,619) $ 687,727 $ 1,594 |
Total $2,294,684 ( 143,173) $2,151,511 $ 554,288 $4,183,661 $1,495,046 Total $2,065,320 ( 113,353) $1,951,967 $ 248,060 $3,911,574 $1,574,752 |
|---|---|---|---|---|
| $ | ||||
| $ | ||||
$ |
||||
$ |
(III)Reconciliation of segment profit or loss
Since the total segment profit or loss measured was consistent with the net Income before tax of the financial statements of the Group, no reconciliation was required.
(IV)Information on product and labor type
Revenue balance component detail is as follows:
| Revenue from wafer industry Revenue from solar cells Total |
2022 $ 2,151,293 218 $ 2,151,511 |
2021 |
|---|---|---|
| $ 1,951,729 238 $ 1,951,967 |
~68~
(V) Information by regions
The information by regions of the Group for 2022 and 2021 is as follows:
| Taiwan Asia Europe Americas Total |
2022 | 2021 | 2021 | 2021 | |||||
|---|---|---|---|---|---|---|---|---|---|
| Revenue $ 1,465,203 583,683 96,273 6,352 $ 2,151,511 |
Non-current assets $ 1,043,825 - - - $ 1,043,825 |
Revenue $ 1,313,562 553,925 80,447 4,033 $ 1,951,967 |
Non-current assets $ 971,241 - - - $ 971,241 |
||||||
(VI) Information on major customers
The information on major customers of the Group for 2022 and 2021 is as follows:
| C B A |
2022 Revenue $ 352,511 244,098 237,871 |
2021 |
|---|---|---|
| Revenue | ||
| $ 264,824 203,675 256,547 |
~69~
Mosel Vitelic Inc. and Subsidiaries
Marketable Securities Held at the End of the Period (Excluding Investment in Subsidiaries, Affiliated Enterprises, and the Control Portion in a Joint Venture)
For the Year Ended December 31, 2022
| Table 1 Holding company name Marketable securities type and name Mosel Vitelic Inc. ProMOS Technologies Inc. (common shares) Mosel Vitelic Inc. Aplus Flash Technology,Inc. (common shares) Mosel Vitelic Inc. Pacific Resources Corporation (common shares) Mosel Vitelic Inc. Soft Device Inc. (common shares) Mosel Vitelic Inc. Pegasus Wireless Corp. (common shares) Mosel Vitelic Inc. NewMedia Networking Corp. (common shares) Mou-Fu Investment Consultant., Ltd. ProMOS Technologies Inc. (common shares) Mou-Fu Investment Consultant., Ltd.. Advanced Flash Memory Card Technology Co., Ltd. (common shares) Mou-Fu Investment Consultant., Ltd. E-Soft Technologies Inc. (common shares) Mou-Fu Investment Consultant., Ltd.. Harbinger III Venture Capital Corp. (common shares) Mou-Fu Investment Consultant., Ltd. Virtual Silicon Technology, Inc. (common shares) Mou-Fu Investment Consultant., Ltd. Wavesat Inc. (common shares) Bou-Der Investment, Ltd. ProMOS Technologies Inc. (common shares) Bou-Der Investment, Ltd. Aumos Technologies Inc. (common shares) |
Relationship with the issuer Financial statement account None Financial assets at fair value through other comprehensive income acquired - non-current None Financial assets at fair value through other comprehensive income acquired - non-current None Financial assets at fair value through other comprehensive income acquired - non-current None Financial assets at fair value through other comprehensive income acquired - non-current None Financial assets at fair value through other comprehensive income acquired - non-current None Financial assets at fair value through other comprehensive income acquired - non-current None Financial assets at fair value through other comprehensive income acquired - non-current None Financial assets at fair value through other comprehensive income acquired - non-current None Financial assets at fair value through other comprehensive income acquired - non-current None Financial assets at fair value through other comprehensive income acquired - non-current None Financial assets at fair value through other comprehensive income acquired - non-current None Financial assets at fair value through other comprehensive income acquired - non-current None Financial assets at fair value through other comprehensive income acquired - non-current None Financial assets at fair value through other comprehensive income acquired - non-current |
Number of shares 442,306 $ 1,492,040 731,250 7,517,500 1,814,584 1,600,000 32,387 340,200 200,829 560 224,000 43,819 161,020 1,364,903 |
(In Thousands of New Taiwan Dollars, Unless Specified Otherwise) End of period Carrying amount Shareholding percentage Fair value Remarks 8,219 0.98 $ 8,219 - 5.28 - 16,487 1.10 16,487 - - - Note - - - Note - - - Note 602 0.07 602 - 0.41 - 1,031 2.37 1,031 6 0.56 6 - - - - - - 2,992 0.36 2,992 - 16.24 - |
|---|---|---|---|
Note: The subsidiary Vision2000 Venture Ltd. (Cayman) executed dissolution according to the resolution of the board of directors of the Company on November 2, 2021. Subsequently, after Vision2000 Venture Ltd. (Cayman) sold all of its securities held to the Company, it obtained the dissolution approval registration letter issued by the local competent authority on October 4, 2022, and the dissolution and resignation cancellation effective date was January 2, 2023.
Table 1 Page1
Mosel Vitelic Inc. and Subsidiaries
Total purchases from or sales to the related party reaching NT$100 million or 20% of paid-in capital or more
For the Year Ended December 31, 2022
Table 2
(In Thousands of New Taiwan Dollars,
Unless otherwise specified)
| Company of purchase (sales) Mosel Vitelic Inc. Mosel Vitelic Inc. DenMOS Technology Inc. |
Transaction party name Actron Technology Corporation Panjit International Inc. Panjit International Inc. |
Relationship Key management Substantial related party Substantial related party |
Purchase (Sale) Sales ( Sales ( Sales ( |
Transaction Details Percentage of total purchase (sale) Amount 352,511) ( 0.16%) 206,183) ( 9.58%) 2,708) ( 0.13%) |
Transaction Details Percentage of total purchase (sale) Amount 352,511) ( 0.16%) 206,183) ( 9.58%) 2,708) ( 0.13%) |
Transaction Details Percentage of total purchase (sale) Amount 352,511) ( 0.16%) 206,183) ( 9.58%) 2,708) ( 0.13%) |
Credit period Net 30 days Net 45 days Net 30 days |
Abnormal Transaction and Reason Unit price Credit period Not applicable Not applicable $ Not applicable Not applicable Not applicable Not applicable |
Notes, acc Balance 91,630 - - |
Notes, acc | ou | nts receivable (payable) Percentage of total notes/ ccounts receivable (payable) |
Remarks |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
a |
|||||||||||||
purchase (sale) ( 0.16%) ( 9.58%) ( 0.13%) |
|||||||||||||
26.85% - - |
Table 2 Page1
Table 3
Mosel Vitelic Inc. and Subsidiaries
The Business Relationship, Significant Transactions, and Significant Transaction Amount between Parent and Subsidiaries, or among Subsidiaries
For the Year Ended December 31, 2022
| Table 3 No. (Note 1) 0 0 0 0 0 |
Relationship with transaction party Name of transaction party Transaction party (Note 2) Item Mosel Vitelic Inc. DenMOS Technology Inc. 1 Accounts receivable Mosel Vitelic Inc. DenMOS Technology Inc. 1 Sales revenue Mosel Vitelic Inc. DenMOS Technology Inc. 1 Other receivables Mosel Vitelic Inc. DenMOS Technology Inc. 1 Rental revenue Mosel Vitelic Inc. DenMOS Technology Inc. 1 Deposits received |
(In Thousands of New Taiwan Dollars, Unless otherwise specified) Transaction status Percentage of consolidated total revenue or total assets Amount Transaction terms (Note 3) 13,937 According to general sales conditions 0.33% 143,173 According to general sales conditions 6.65% 149 According to contract terms 0.00% 523 According to contract terms 0.02% 206 According to contract terms 0.00% |
|---|---|---|
Note 1: The business dealing information between the parent company and subsidiary shall be respectively indicated in the numbering column, and the number filling method is as follows:
- (1) Fill in “0” for the parent company.
(2) Subsidiaries are listed in sequential order starting from Arabic number of “1”
Note 2: There are three types of relationship with the transaction counterparty as follows, and only type is required to be indicated (if it refers to the same transaction between parent company and subsidiary or between subsidiaries, repetitive disclosure is not required. For example: For a transaction of the parent company to a subsidiary, if the parent company has disclosed such transaction, then the subsidiary is not required to make repetitive disclosure. For a transaction between subsidiaries, if one of the subsidiaries has disclosed such transaction, then the other subsidiary is not required to make repetitive disclosure):
-
(1) Parent company to subsidiary
-
(2) Subsidiary to parent company.
(3) Between subsidiaries.
Note 3: For calculation of transaction amount to total sales or assets, the numerator and denominator are determined by the characteristics of the transaction. If the feature of the transaction belongs to balance sheet items, take the ending balance of the period divided by total assets; if the feature of the transaction belongs to revenue and expense items, take the accumulated balance during the interim of the period divided by total sales.
Table 3 Page1
Mosel Vitelic Inc. and Subsidiaries
Names, locations and other information of investee companies (Excluding Those in Mainland China)
For the Year Ended December 31, 2022
| Table 4 Name of investor Mosel Vitelic Inc. Mosel Vitelic Inc. Mosel Vitelic Inc. Mosel Vitelic Inc. Mosel Vitelic Inc. Mosel Vitelic Inc. Mou-Fu Investment Consultant., Ltd Mou-Fu Investment Consultant., Ltd Giant Haven Investments Ltd. (BVI) |
Name of investee DenMOS Technology Inc. Mou-Fu Investment Consultant., Ltd. Bou-Der Investment, Ltd. Giant Haven Investments Ltd.(BVI) Vision2000 Venture Ltd.(Cayman) Integrated Memory Technologies, Inc. Bou-Der Investment, Ltd.. DenMOS Technology Inc. Third Dimension Semiconductor, Inc. |
Location Main business Taiwan Sales and manufacturing of integrated circuits Taiwan Lease, labor dispatch and various services Taiwan Investment holding British Virgin Islands General investment Cayman Islands General investment U.S.A. Flash memory design house Taiwan Investment holding Taiwan Sales and manufacturing of integrated circuits U.S.A. Power IC design |
Initial investment amount End of current period End of last year $ 291,820 $ 291,820 2,313,124 2,313,124 1,264,372 1,264,372 664,061 664,061 810,590 1,353,741 44,753 44,753 1,356,365 1,356,365 25,863 25,863 314,640 314,640 |
End of Number of shares 9,113,722 12,011,900 6,399,501 1,900 1,353,740,500 2,500,000 6,839,233 471,281 49,182,884 |
End of | term holding Percentage 80.24 100.00 46.71 100.00 100.00 23.00 49.92 4.15 43.00 |
(In Thousands of New Taiwan Dollars, Unless otherwise specified) Current profit or loss of Current investment Carrying amount investee profit or loss recognized Remark s $ 117,545 $ 25,892 $ 20,776 110,471 1,626 1,626 35,486 532 249 68,308 7,266 7,266 79 37,381 37,381 Note - ( 3,755) - 37,927 532 266 6,298 25,892 1,074 - 4,588 - |
(In Thousands of New Taiwan Dollars, Unless otherwise specified) Current profit or loss of Current investment Carrying amount investee profit or loss recognized Remark s $ 117,545 $ 25,892 $ 20,776 110,471 1,626 1,626 35,486 532 249 68,308 7,266 7,266 79 37,381 37,381 Note - ( 3,755) - 37,927 532 266 6,298 25,892 1,074 - 4,588 - |
(In Thousands of New Taiwan Dollars, Unless otherwise specified) Current profit or loss of Current investment Carrying amount investee profit or loss recognized Remark s $ 117,545 $ 25,892 $ 20,776 110,471 1,626 1,626 35,486 532 249 68,308 7,266 7,266 79 37,381 37,381 Note - ( 3,755) - 37,927 532 266 6,298 25,892 1,074 - 4,588 - |
|---|---|---|---|---|---|---|---|---|---|
| period $ 291,820 2,313,124 1,264,372 664,061 810,590 44,753 1,356,365 25,863 314,640 |
recognized $ 20,776 1,626 249 7,266 37,381 - 266 1,074 - |
s Note |
Note: The subsidiary Vision2000 Venture Ltd. (Cayman) executed dissolution according to the resolution of the board of directors of the Company on November 2, 2021. Subsequently, after Vision2000 Venture Ltd. (Cayman) sold all of its securities held to the Company, it obtained the dissolution approval registration letter issued by the local competent authority on October 4, 2022, and the dissolution and resignation cancellation effective date was January 2, 2023.
Table 4 Page1
Mosel Vitelic Inc. and Subsidiaries Information on major shareholders For Year Ended December 31, 2022
Table 5
| Name of major shareholder | Shares | |
|---|---|---|
| Number of shares held 46,925,459 |
Shareholding percentage | |
| Actron Technology Corporation | 30.05% |
Table 5 Page1