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MVI — Annual Report 2023
Nov 14, 2023
52016_rns_2023-11-14_1e206890-5ae8-4cc2-b010-4f560e32926c.pdf
Annual Report
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Mosel Vitelic Inc.
Parent Company Only Financial Statements and Independent Auditors’ Report
For the Years Ended December 31, 2023 and 2022 (Stock Code: 2342)
Company Address: No. 1, Yanxin 1st Rd., Hsinchu Science Park, Hsinchu City, Taiwan R.O.C. Telephone: (03)578-3344
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Mosel Vitelic Inc.
Parent Company Only Financial Statements and Independent Auditor's Report for the Years Ended December 31, 2023 and 2022
Table of Contents
| Item I. Cover Page II. Table of Contents III. Independent Auditors’ Report IV. Parent Company Only Balance Sheets V. Parent Company Only Statement of Comprehensive Income VI. Parent Company Only Statement of Changes in Equity VII. Parent Company Only Statement of Cash Flows VIII. Notes to Parent Company Only 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 (VIII) Pledged Assets |
Page No./Index |
|---|---|
| 1 2 ~ 4 5 ~ 9 10 ~ 11 12 13 14 ~ 15 16 ~ 63 16 16 16 ~ 17 17 ~ 25 25 ~ 26 26 ~ 50 50 ~ 52 52 |
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| Item (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 IX. Statements of Major Accounting Items Cash and cash equivalents Accounts receivable, net Inventories Changes in investments accounted for using the equity method Changes in property, plant and equipment Changes in accumulated depreciation of property, plant and equipment Changes in accumulated impairment loss of property, plant and equipment Operating revenue Operating costs Manufacturing expenses Sales and marketing expenses General and administrative expenses Research and development expense |
Page No./Index |
|---|---|
| 53 53 53 53 ~ 62 62 ~ 63 63 Statement 1 Statement 2 Statement 3 Statement 4 Statement 5 Statement 6 Statement 7 Statement 8 Statement 9 Statement 10 Statement 11 Statement 12 Statement 13 |
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Item Page No./Index Summary statement of employee benefits, depreciation, depletion and amortization expenses by function Statement 14
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Independent Auditors’ Report
The Board of Directors and Shareholders Mosel Vitelic Inc.
Opinion
We have audited the accompanying parent company only financial statements of Mosel Vitelic Inc. (the "Company"), which comprise the parent company only balance sheets as of December 31, 2023 and 2022, and the parent company only statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the parent company only financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the accompanying parent company only financial position of the Company as of December 31, 2023 and 2022, and its parent company only financial performance and its parent company only cash flows for the years ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audits in accordance with the Regulation Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Parent Company Only Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the parent company only financial statements of the Company for the year ended December 31, 2023. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
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Key audit matters for the parent company only financial statements of the Company for the year ended December 31, 2023 are stated as follows:
Recognition of foundry service revenue
Description
Please refer to Note 4(25) of the parent company only financial statements for detailed accounting policies on foundry service revenue recognition. Please refer to Note 6(21) of the parent company only financial statements for the details of operating revenue.
For the foundry service revenue of the Company, the revenue is recognized over time. Since the completion level is determined based on the actual cost incurred over the estimated total cost, it involves estimation uncertainly. As the foundry service revenue is considered to have material impact on the financial statements, we are of the opinion that the foundry service revenue of the Company shall be listed as a key audit matter for the current year.
Responding Audit Procedures
The responding audit procedures for the recognition of foundry service revenue adopted by us were as follows:
-
Interviewed with the management to understand and assess relevant accounting policies on revenue recognition, and tested relevant internal control design and implementation status.
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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.
Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements
Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management
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determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company only financial statements, the management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the Audit Committee, are responsible for overseeing the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Parent Company Only Financial Statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
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Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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Obtain an understanding of internal control relevant to the audit in order to design audit
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procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of the Company.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Company to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the parent company only financial statements, including the accompanying notes, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with statements that we have complied with relevant independence declaration specified in the Code of Ethics for Professional Accountants of the Republic of China, and we have also communicated with governance on all relationships and other matters (including relevant protective measures) that may reasonably be thought to bear on our independence.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements for the year ended December 31, 2023 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public
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disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audits resulting in this independent auditors’ report are
Ya-Hui Cheng and Shu-Chien Pai.
PricewaterhouseCoopers, Taiwan
February 6, 2024
Notice to Readers
The accompanying financial statements are intended only to present the financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors' report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors' report and financial statements shall prevail.
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Mosel Vitelic Inc.
Parent Company Only Balance Sheets December 31, 2023 and 2022
(In Thousands of New Taiwan Dollars)
| Assets | Notes 6(1) 6(3) and 8 6(4) 6(4) and 7 7 6(5) 6(6) and 9(2) 6(2) 6(3) and 8 6(7) 6(8) 6(9) 6(10) |
December 31,2023 Amount % $ 870,623 25 500,000 15 124,412 4 92,581 3 8,035 - 187 - 5,051 - 261,121 8 26,570 1 1,888,580 56 15,118 - 17,907 1 320,851 9 723,743 21 298,854 9 906 - 124,877 4 1,502,256 44 $ 3,390,836 100 |
December 31,2022 | December 31,2022 |
|---|---|---|---|---|
| Amount $ 870,623 500,000 124,412 92,581 8,035 187 5,051 261,121 26,570 1,888,580 15,118 17,907 320,851 723,743 298,854 906 124,877 1,502,256 $ 3,390,836 |
Amount $ 1,585,201 500,000 231,716 105,567 6,315 149 1,968 265,770 23,730 2,720,416 24,706 17,907 331,889 461,699 306,655 498 280,064 1,423,418 $ 4,143,834 |
% | ||
| Current assets 1100 Cash and cash equivalents 1136 Financial assets at amortized cost - current 1170 Accounts receivable, net 1180 Accounts receivable - related parties, net 1200 Other receivables 1210 Other receivables - related parties 1220 Current tax assets 130X Inventories 1410 Prepayments 11XX Total current assets Non-current assets 1517 Financial assets at fair value through other comprehensive income - non-current 1535 Financial assets at amortized cost - non-current 1550 Investments accounted for using the equity method 1600 Property, plant and equipment 1755 Right-of-use assets 1780 Intangible assets 1900 Other non-current assets 15XX Total non-current assets 1XXX Total assets |
38 12 6 3 - - - 6 1 |
|||
| 66 | ||||
| 1 - 8 11 7 - 7 |
||||
| 34 | ||||
| 100 |
(Continued on next page)
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Mosel Vitelic Inc.
Parent Company Only Balance Sheets December 31, 2023 and 2022
(In Thousands of New Taiwan Dollars)
| Liabilities andEquity | December31,2023 December31,2022 Notes Amount % Amount % 6(21) $ 14,497 - $ 15,320 - 7 - 7 - 6(11) 108,195 3 163,860 4 7 20,761 - - - 6(12) 199,781 6 392,249 10 7 1,327 - - - 9,318 - 8,093 - 6(13) 229,261 7 298,775 7 583,147 16 878,304 21 306,134 9 312,347 8 6(14) (15) 160,815 5 290,825 7 466,949 14 603,172 15 1,050,096 30 1,481,476 36 6(17) 1,571,567 47 1,561,567 38 6(18) 594,701 18 570,051 13 6(19) 80,899 2 52,665 1 80,827 2 78,822 2 122,490 4 480,078 12 6(20) ( ( 109,744) ( 3) ( 80,825) ( 2) 2,340,740 70 2,662,358 64 9 11 $ 3,390,836 100 $ 4,143,834 100 |
|---|---|
| Current liabilities 2130 Contract liabilities - current 2150 Notes payable 2170 Accounts payable 2170 Accounts payable - related parties 2200 Other payables 2200 Other payables - related parties 2280 Lease liabilities - current 2300 Other current liabilities 21XX Total current liabilities Non-current liabilities 2580 Lease liabilities - non-current 2600 Other non-current liabilities 25XX Total non-current liabilities 2XXX Total liabilities Equity Share capital 3110 Common shares Capital surplus 3200 Capital surplus Retained earnings 3310 Appropriated as legal capital reserve 3320 Appropriated as special capital reserve 3350 Unappropriated earnings Other equity interest 3400 Other equity interest 3XXX Total equity Significant contingent liabilities and unrecognized contract commitments Significant subsequent events 3X2X Total liabilities and equity |
The accompanying notes are an integral part of the parent company only financial statements.
Chairman: I-Hsien Tang
Managerial Officer: Chien Chih Lu
Accounting Officer: Ya-Fei Yang
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Mosel Vitelic Inc.
Parent Company Only Statement of Comprehensive Income For the years ended December 31, 2023 and 2022
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| Item | 2023 2022 Notes Amount % Amount % 6(21) and 7 $ 1,454,941 100 $ 2,071,596 100 6(5) (26) (27) ( 1,392,489)( 96) ( 1,482,952)( 71) 62,452 4 588,644 29 6(7) 1,220 -( 2,438) - 63,672 4 586,206 29 6(26) (27) ( 18,483) ( 1) ( 18,597) ( 1) ( 112,005) ( 8) ( 120,268) ( 6) ( 117,683) ( 8) ( 107,244) ( 5) 12(2) ( 175) - - - ( 248,346)( 17) ( 246,109)( 12) ( 184,674)( 13) 340,097 17 6(22) 34,845 2 21,075 1 6(23) 10,737 1 2,773 - 6(24) ( 25,328) ( 2) 127,227 6 6(25) ( 8,075) ( 1) ( 8,242) - 6(7) ( 2,916) - 67,298 3 9,263 - 210,131 10 ( 175,411) ( 13) 550,228 27 6(28) - - - - ($ 175,411) ( 13) $ 550,228 27 6(15) $ 4,219 - $ 33,545 1 6(2) ( 5,316) - ( 3,551) - 6(7) ( 151) - 1,087 - ($ 1,248) -$ 31,081 1 ($ 176,659) ( 13) $ 581,309 28 6(29) ($ 1.12)$ 3.53 ($ 1.12) $ 3.48 |
|---|---|
| 4000 Operating revenue 5000 Operating costs 5900 Gross profit 5910 Unrealized loss from sales 5950 Gross Profit, net Operating expenses 6100 Sales and marketing expenses 6200 General and administrative expenses 6300 Research and development expenses 6450 Expected credit losses 6000 Total operating expenses 6900 Operating (loss) income Non-operating income and expenses 7100 Interest income 7010 Other income 7020 Other gains and losses 7050 Financial costs 7070 Share of profit or loss of subsidiaries, associates and joint ventures accounted for using equity method 7000 Total non-operating income and expenses 7900 Net (loss) income before tax 7950 Income tax expenses 8200 Net (loss) 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 8330 Share of other comprehensive income of subsidiaries, associates and joint ventures accounted for using equity method 8300 Other comprehensive (loss) income, net 8500 Total comprehensive (loss) income Earnings per share (NTD) 9750 Basic earnings (loss) per share 9850 Diluted earnings (loss) per share |
The accompanying notes are an integral part of the parent company only financial statements.
Managerial Officer: Chien Chih Lu
Chairman: I-Hsien Tang
Accounting Officer: Ya-Fei Yang
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Mosel Vitelic Inc.
Parent Company Only Statement of Changes in Equity For the years ended December 31, 2023 and 2022
(In Thousands of New Taiwan Dollars)
| 2022 Balance, January 1, 2022 Net income Other comprehensive income (loss) Total comprehensive income (loss) Appropriation and distribution of 2021 retained earnings Legal reserve Special reserve Cash dividends Share-based compensation costs Balance, December 31, 2022 2023 Balance, January 1, 2023 Net (loss) Other comprehensive income (loss) Total comprehensive income (loss) Appropriation and distribution of 2022 retained earnings Legal reserve Special reserve Cash dividends Issuance of new restricted employee shares Share-based compensation costs Balance, December 31, 2023 |
Notes | Commonshares $1,561,567 - - - - - - - $1,561,567 $1,561,567 - - - - - - 10,000 - $1,571,567 |
Capitalsurplus | Retained earnings | Retained earnings | Otherequity | interest Unearned compensation of employees ($ 626 ) - - - - - - 626 $ - $ - - - - - - - ( 24,650 ) 1,198 ( $23,452 ) |
Totalequity | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Legal reserve | Special reserve | Retained earnings (accumulated deficits) |
Unrealized gains (losses) on financial assets measured at fair value through other comprehensive income |
|||||||||||
| 6(20) 6(19) 6(16)(20) 6(20) 6(19) 6(16) (17)(18) (20) 6(16)(20) |
$ 570,051 | $ - | $ 36,808 - - - - 42,014 - - $ 78,822 $ 78,822 - - - - 2,005 - - - $ 80,827 |
( $ 78,361 ) - ( 2,464 ) ( 2,464 ) - - - - ( $ 80,825 ) ( $ 80,825 ) - ( 5,467 ) ( 5,467 ) - - - - - ( $86,292 ) |
$2,314,658 550,228 31,081 581,309 - - ( 234,235) 626 $2,662,358 $2,662,358 ( 175,411) ( 1,248) ( 176,659) - - ( 156,157) 10,000 1,198 $2,340,740 |
|||||||||
| - - |
- - |
|||||||||||||
| - | - | |||||||||||||
| - - - - |
52,665 - - - |
|||||||||||||
| $ 570,051 | $ 52,665 | |||||||||||||
| $ 570,051 | $ 52,665 | |||||||||||||
| - - |
- - |
|||||||||||||
| - | - | |||||||||||||
| - - - 24,650 - |
28,234 - - - - |
|||||||||||||
| $594,701 | $80,899 |
The accompanying notes are an integral part of the parent company only financial statements.
Chairman: I-Hsien Tang
Managerial Officer: Chien Chih Lu
Accounting Officer: Ya-Fei Yang
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Mosel Vitelic Inc.
Parent Company Only Statement of Cash Flows For the years Ended December 31, 2023 and 2022
(In Thousands of New Taiwan Dollars)
| Cash flows from operating activities Net (loss) income before tax Adjustments Adjustments to reconcile profit (loss) Depreciation expense Amortization expense Expected credit loss Interest expense Interest income Dividend income Share-based compensation costs Shares of loss (profit) of subsidiaries, associates and joint ventures accounted for under equity method Gain on disposal or retirement of property, plant and equipment Unrealized (loss)profit from sales Changes in operating assets/liabilities Net changes in operating assets Accounts receivable Accounts receivable - related parties Other receivables Other receivables - related parties Inventories Prepayments Net changes in operating liabilities Contract liabilities Accounts payable Accounts payable - related parties Other payables Other payables - related parties Other current liabilities Net defined benefit liabilities Cash (outflow) inflow generated from operations Interest received Dividends received Income tax (paid) Net cash (outflow) inflow from operating activities Cash flows from Investing activities Acquisition of financial assets at fair value through other comprehensive income Cash refund from capital reduction of financial assets at fair value through other comprehensive income Acquisition of financial assets at amortized cost Disposal of financial assets at amortized cost Cash refund from capital reduction of investments on investees under equity method Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Acquisition of intangible assets Decrease in refundable deposits Dividends received from investments accounted for using equity method Net cash inflow from investing activities Cash flows from financing activities Dcrease in guaranteed deposits |
Notes 2023 2022 ( $ 175,411 ) $ 550,228 6(8)(9)(26) 78,202 56,154 6(26) 212 222 12(2) 175 - 6(25) 8,075 8,242 6(22) ( 34,845 ) ( 21,075 ) 6(23) ( 545 ) ( 473 ) 6(16)(27) 1,198 626 6(7) 2,916 ( 67,298 ) 6(24) ( 2,150 ) - 6(7) ( 1,220 ) 2,438 107,280 9,743 12,835 ( 3,005 ) 556 2,797 ( 38 ) ( 3 ) 4,649 ( 80,486 ) ( 2,840 ) 3,383 ( 823 ) ( 8,513 ) ( 55,665 ) ( 5,405 ) 20,761 - ( 56,446 ) 23,368 1,327 - 1,835 ( 1,481 ) ( 11,391 ) ( 10,970) ( 101,353 ) 458,492 32,569 18,532 545 473 ( 3,083) ( 1,395) ( 71,322 ) 476,102 6(2) ( 2,676 ) - 6(2) 6,948 3,938 ( 502,000 ) ( 908,107 ) 502,000 1,522,946 6(7) 78 543,151 6(30) ( 154,932 ) ( 129,606 ) 2,150 - ( 620 ) - 1,667 1,665 9,113 - 138,272 1,033,987 6(31) ( 185,749 ) ( 190,036 ) |
|---|---|
The accompanying notes are an integral part of the consolidated financial statements.
Managerial Officer: Chien Chih Lu Accounting Officer: Ya-Fei Yang
Chairman:I-Hsien Tang
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Mosel Vitelic Inc.
Parent Company Only Statement of Cash Flows For the years Ended December 31, 2023 and 2022
(In Thousands of New Taiwan Dollars)
| Repaid principal of lease liabilities | 6(31) | ( | 8,846 ) ( | 10,623 ) | |
|---|---|---|---|---|---|
| Interest paid | 6(31) | ( | 8,075 ) ( | 8,242 ) | |
| Dividends paid | 6(31) | ( | 312,314 ) ( | 78,078 ) | |
| Issuance of new restricted employee shares | 10,000 | - | |||
| Net cash (outflow) from financing activities | ( | 504,984) ( | 286,979) | ||
| (Decrease) increase in cash and cash equivalents | ( | 714,578 ) | 1,223,110 | ||
| Balance of cash and cash equivalents at beginning of year | 6(1) | 1,585,201 | 362,091 | ||
| Balance of cash and cash equivalents at end of year | 6(1) | $ | 870,623 $ | 1,585,201 |
The accompanying notes are an integral part of the consolidated financial statements.
Chairman:I-Hsien Tang
Managerial Officer: Chien Chih Lu Accounting Officer: Ya-Fei Yang
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Mosel Vitelic Inc.
Notes to Parent Company Only Financial Statements For the Years Ended December 31, 2023 and 2022
(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 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. 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 parent company only financial statements were approved and authorized for issuance by the Board of Directors on February 6, 2024.
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:
Effective date New, Revised or Amended Standards and Interpretations issued by IASB Amendments to IAS 1 “Disclosure of Accounting Policy” January 1, 2023 Amendments to IAS 8 “Definition of Accounting Estimates” January 1, 2023 Amendments to IAS 12 “Deferred Tax Related to Assets and Liabilities January 1, 2023 Arising from a Single Transaction” Amendments to IAS 12 “International Tax Reform—Pillar Two Model May 23, 2023 Rules”
The Company has assessed the aforementioned standards and interpretations, and concluded that do not have significant effects on the Company’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 Company
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 IFRS 16 “Lease liabilities of after-sale and leaseback” Amendments to IAS 1 “Classification of liabilities as current or non-current” Amendments to IAS 1 “Non-current liabilities with covenants” Amendments to IAS 7 and IFRS 7 “S Supplier Finance Arrangements” |
Effective date issued byIASB |
|---|---|
| January 1, 2024 January 1, 2024 January 1, 2024 January 1, 2024 |
The Company has assessed the aforementioned standards and interpretations, and concluded that do not have significant effects on the Company’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:
| 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” 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 21 “Lack of Exchangeability” |
Effective date issued byIASB |
| To be determined by IASB January 1, 2023 January 1, 2023 January 1, 2023 January 1, 2025 |
The Company has assessed the aforementioned standards and interpretations, and concluded that do not have significant effects on the Company’s financial position and financial performance.
IV. Summary of Significant Accounting Policies
The principal accounting policies applied in the preparation of these parent company only 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 parent company only financial statements were prepared in accordance with the ‘Regulations Governing the Preparation of Financial Reports by Securities Issuers’.
(II)Basis of Preparation
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Except for the following significant accounts, the parent company only financial statements have been prepared under the historical cost convention:
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(1) Financial assets at fair value through other comprehensive income.
-
(2) 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 International Financial Reporting
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Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the FSC (collectively referred herein as the “IFRSs”) requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the parent company only financial statements are disclosed in Note 5.
(III) Foreign Currency Translation
Items included in the financial statements of each of the Company’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The parent company only financial statements are presented in “New Taiwan Dollars”, which is the Company’s functional currency.
Foreign currency translation and balances
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(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.
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(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.
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(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.
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(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’.
(IV) Current and Non-current Distinction
-
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 twelve 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.
-
Liabilities that meet one of the following criteria are classified as current liabilities:
-
(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 twelve months after the balance sheet date.
-
(4)Liabilities for which the repayment date cannot be extended unconditionally to more than twelve months after the 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
~18~
do not affect its classification.
Liabilities that do not meet the above criteria are classified as non-current liabilities.
(V)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.
(VI)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.
-
On a regular way purchase or sale basis, financial assets at fair value through comprehensive income are recognized and derecognized using settlement date accounting.
-
They are measured initially at the fair value plus transaction costs and subsequently measured 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. When the right for dividend receipts is confirmed, the economic benefit related to the dividend may be received as revenue, and when the dividend amount can be reliably measured, the Company then recognizes it as dividend revenue.
(VII)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 Company recognizes or derecognizes financial assets at amortized cost by using settlement date accounting.
-
During the initial recognition the Company 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 Company’s time deposits which do not fall under cash equivalents are those with a short maturity period and are measured at initial investment amount as the effect of discounting is immaterial.
-
The Company reclassified bank deposits to financial assets at amortized cost since bank deposits are not in conformity with the definition of cash and cash equivalents.
(VIII)Accounts and notes receivables
-
Accounts and notes receivables denote that the Company has unconditional right to the consideration, in the form of receivables or notes, for the goods and services transferred.
-
However, short-term notes and accounts receivable without bearing interest are subsequently measured at initial invoice amount as effect of discounting is immaterial.
~19~
(IX)Impairment of financial assets
At the end of each reporting period, the Company 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 Company recognizes the impairment provision for 12-month expected credit losses; for financial assets of which the credit risk significantly increases since initial recognition, the Company recognizes the impairment provision for the lifetime expected credit losses; for accounts receivables that do not contain significant financial components, the Company recognizes the impairment provision for the lifetime expected credit losses.
(X)Derecognition of financial assets
The Company derecognizes a financial asset when the contractual rights to receive cash flows from the financial asset expire.
(XI)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 marketing expenses.
(XII)Investment accounted for using the equity method - subsidiaries
-
Subsidiaries are all entities controlled by the Company. The Company controls an entity when the Company 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.
-
Unrealized profit (loss) occurred from the transactions between the Company and subsidiaries have been offset. The accounting policies of the subsidiaries have been adjusted where necessary to ensure consistency with the policies adopted by the Company.
-
The Company’s share of its subsidiaries’ 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 Company’s share of losses in a subsidiary equal or exceeds its interest in the subsidiary, the Company continues to recognize losses proportionate to its ownership.
-
Changes in the Company's ownership interest in a subsidiary that do not result in the Company’s losing control (and non-controlling equity transaction) of the subsidiary are equity transactions, and it is also considered as a transaction between owners. The Company recognizes directly in equity any difference between the adjusted amount of non-controlling equity and the fair value of the consideration paid or received.
-
Pursuant to the “Regulations Governing the Preparation of Financial Reports by Securities Issuers”, profit (loss) of the current period and other comprehensive income in the parent company only financial statements shall equal to the amount attributable to owners of the parent in the consolidated financial statements. Owners’ equity in the parent company only financial statements shall equal the equity attributable to owners of the parent in the consolidated financial statement.
(XIII)Property, plant and equipment
- Property, plant, and equipment are initially recorded at cost. Borrowing costs incurred
~20~
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 Company and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognized. All other repair and maintenance are recognized in profit or loss when accrued.
-
Property, plant, and equipment are subsequently measured at cost 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 by the Company if appropriate, at the end of each reporting year. If expectations for the residual values of assets and useful lives differ from previous estimates or the patterns of consumption of the 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 Office equipment 2~20 years Other equipment 21 years
(XIV)Lease transactions of a lessee - right-of-use assets/lease liabilities
-
The Company recognizes right-of-use assets and lease liabilities for all leases at the date when they are available for the Company’s use. Low-value asset and short-term leases are recognized as expenses on a straight-line basis over the lease period.
-
The Company measures its lease liability at commencement date by discounting future lease payments using its incremental borrowing interest rate, and lease payments refer to a 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 or the end of the lease term. When a lease liability is remeasured, the Company adjusts the right-of-use asset for any remeasurements.
(XV)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 5-10 years.
~21~
(IV) Impairment of non-financial assets
The Company 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.
(V) 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.
-
For short-term notes and accounts payable without bearing interest are subsequently measured at initial invoice amount as effect of discounting is immaterial.
(XVI)Derecognition of financial liabilities
A financial liability is derecognized by the Company when the obligation specified in the contract is either discharged, canceled or expired.
(XVII)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.
(XVIII)Employee benefits
1. 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
~22~
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.
- (XIX)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.
-
(4) Employees are required to make payment for the new restricted employee shares acquired; however, for employees leaving the job during the vesting period, the employees need to return the shares and the Company will refund the price. On the grant date, the payment made by the employees who is expected to resign during the vested period should be recognized as a liability, and the portion of the payment made by the employees that is expected to eventually be acquired is recognized as "capital reserve – other ".
(XX)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 which cases the income tax is recognized in other comprehensive income or equity.
~23~
-
The current income tax expense is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Company operates and generates taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in accordance with applicable tax regulations. Where appropriate, management also estimate 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 parent company only balance sheets. However, the deferred income tax is not accounted for if it arises from 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 Company and it is probable that the temporary difference will not reverse 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.
(XXI)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.
(XXII)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.
(XXIII)Revenue recognition
-
Sale of goods
-
(1) The Company manufactures and sells integrated circuits and related products of components and systems. The sales revenue is recognized when the control of
~24~
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 Company 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 customer also accepts goods according to the sales contract, or when there is objective evidence proving 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 transaction are typically due 30~75 days after the shipping date. Since the goods or services are promised to be transferred to customers when the payments are made by customers have not exceeded one year, consequently, the Company has not adjusted the transaction price to reflect the currency time value.
-
(3) Accounts receivable is recognized when goods are delivered to customers since starting from such time of delivery, the Company has the unconditional right on the contract price, and the Company can receive the consideration from the customer after the lapse of time.
2. Foundry service
-
(1) The Company 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 a 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 the contract price according to the payment schedule negotiated. When the service provided by the Company exceeds the payable amount of the customer, it is recognized as a contract asset. If the payable amount of the customer exceeds the service actually provided by the Company, it is recognized as a contract liability.
-
(2) The Company 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.
V. Significant Accounting Assumptions and Judgments, and Key Sources of Estimation Uncertainty
The preparation of these parent company only financial statements requires management to make critical judgments in applying the Company’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 for other factors. Such estimates and assumptions may lead to the risk of significant adjustment 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.
~25~
(II)Significant Accounting Estimates and Assumptions
- Impairment estimation of tangible assets
During the process of asset impairment assessment, the Company 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 Company’s strategies may result in significant impairment in the future.
As of December 31, 2023, the book value of the Company’s property, plant and equipment after impairment loss recognized was NT$723,743.
- 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 Company, and the Company periodically reviews the estimation’s reasonableness.
VI. Details of Significant Accounts
(I)Cash and cash equivalents
| Cash on hand and petty cash Checking accounts and demand deposits Time deposits Repurchase agreements Total |
December 31, 2023 $ 150 224,957 303,525 341,991 $ 870,623 |
December 31, 2022 $ 150 817,301 767,750 - $ 1,585,201 |
||
|---|---|---|---|---|
-
The Company transacts with a variety of financial institutions all with high credit quality to disperse credit risk, so it expects that the probability of counterparty default is remote.
-
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 other comprehensive income
| Item Non-current items: Unlisted stocks Valuation adjustment Total |
December 31, 2023 $ 43,953 ( 28,835) $ 15,118 |
( |
December 31, 2022 $ 48,225 23,519) $ 24,706 |
|---|---|---|---|
- The Company chose to classify its strategic investment equity instruments as the financial assets measured at fair value through other comprehensive income, and the fair value of such investment as of December 31, 2023 and 2022 were amounted to NT$15,118 and NT$24,706 respectively.
~26~
-
Due to Pacific Resources Corporation executed cash capital reduction in July 2022 and May 2023, the Company recovered the share capital at an amount of NT$3,938 and NT$6,948 in August 2022 and May 2023 respectively.
-
The subsidiary Bou Der Investment Ltd executed dissolution according to the resolution of the board of directors of the Company. Subsequently, the Company purchased all of its securities NT$2,676 in October 2023.
-
Detail of the financial assets measured at fair value through other comprehensive income recognized under the comprehensive income is as follows:
2023 2022
| 2023 | 2022 | |
|---|---|---|
| Equity instruments measured at fair value through other comprehensive income Changes in fair value recognized in other comprehensive income Dividend revenue recognized in profit or loss held during the end of the current period |
($ 5,316) | ($ 3,551) $ 473 |
$ 545 |
(III)Financial assets at amortized cost
| Item Current items: Time deposits Non-current items: Time deposits |
December 31, 2023 $ 500,000 $ 17,907 |
December 31, 2022 $ 500,000 |
|
|---|---|---|---|
$ 17,907 |
- Detail of the financial assets at amortized cost recognized under the profit or loss is as follows:
| follows: | ||
|---|---|---|
| Interest revenue | 2023 $ 5,261 |
2022 |
| $ 6,050 |
-
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 Company, the maximum exposure amounts of credit risk as of December 31, 2023 and 2022 were both NT$517,907.
-
Details of the Company’s financial assets at amortized cost pledged to others as collateral are provided in Note 8.
-
Information relating to credit risk of financial assets at amortized cost is provided in Note 12(2) The transaction counterparties of the Company for the investment of certificates of deposits are financial institutions with high credit quality; therefore, it expects that the probability of counterparty default is extremely low.
(IV)Accounts receivable
| Accounts receivable - general customers |
December 31, 2023 $ 124,436 |
December 31, 2022 |
|---|---|---|
$ 231,716 |
~27~
| Accounts receivable - related parties Less: Allowance for bad debts 1. Aging analysis of accounts receivable: Not past due Up to 30 days 31 to 90 days 91 to 120 days Over 121 days |
92,732 ( 175) $ 216,993 December 31, 2023 $ 199,589 979 13,938 3,081 463 $ 217,168 |
105,567 - $ 337,283 December 31, 2022 $ 306,517 1,829 28,937 - - $ 337,283 |
|---|---|---|
The above aging analysis is based on the number of days past the due date.
-
The accounts receivable as of December 31, 2023 and 2022 all came from contracts with clients. In addition, the accounts receivable arising from contracts with clients as of January 1, 2022 was $344,021.
-
Under the condition where the enhancement of other credits was not considered, for the most representing accounts receivable of the Company, the maximum exposure amounts of credit risk as of December 31, 2023 and 2022 were NT$216,993 and NT$337,283 respectively.
-
For information relating to accounts receivable credit risk, please refer to Note 12(2).
(V)Inventories
| Raw materials Work in progress Finished products Total |
December31,2023 | December31,2023 | |
|---|---|---|---|
| Cost $ 245,053 75,013 49,692 $ 369,758 |
Allowance for market value decline ($ 89,279) ( 5,948) ( 13,410) ($ 108,637) |
Bookvalue $ 155,774 69,065 36,282 $ 261,121 |
~28~
| Raw materials Work in progress Finished products Total |
December31,2022 | December31,2022 | |
|---|---|---|---|
| Cost $ 199,428 117,389 35,958 $ 352,775 |
Allowance for market value decline ($ 83,053) ( 3,801) ( 151) ($ 87,005) |
Bookvalue $ 116,375 113,588 35,807 $ 265,770 |
Operating costs incurred on inventories in the current period:
| Cost of inventories sold Inventory valuation decline Unamortized manufacturing expenses (VI)Prepayments Prepayment for purchases (including long-term prepayment for purchases) Overpaid sales tax Prepaid insurance premium Other prepayments Subtotal Accumulated impairment loss Total |
2023 1,294,823 21,632 76,034 1,392,489 December 31, 2023 |
|||
|---|---|---|---|---|
| $ |
$ $ |
|||
$ |
||||
- Please refer to Note 9(2) for relevant evaluation explanation on prepayment for purchases with recognition of impairment loss.
(VII)Investment accounted for using the equity method
| January 1 Share of profit or loss of investments accounted for using the equity method Cash refund from investments accounted for using the equity method Dividends received from investments accounted for using equity method Unrealized loss (gain) from sales Other equity change December 31 |
2023 $ 331,889 ( 2,916) ( 78) ( 9,113) 1,220 ( 151) $ 320,851 |
2022 |
|---|---|---|
| $ 809,093 67,298 ( 543,151) - ( 2,438) 1,087 |
||
$ 331,889 |
~29~
| Subsidiary: DenMOS Technology Inc. Mou-Fu Investment Consultant., Ltd. Bou-Der Investment, Ltd. Giant Haven Investments Ltd.(BVI) Vision2000 Venture Ltd.(Cayman) Total |
December 31, 2023 $ 102,855 110,947 35,643 71,406 - $ 320,851 |
December 31, 2022 $ 117,545 110,471 35,486 68,308 79 $ 331,889 |
|---|---|---|
-
Please refer to Note 4(3) in the Company's 2023 consolidated financial statements for more information on the Company’s subsidiaries.
-
The subsidiary Vision2000 Venture Ltd. (Cayman) executed dissolution according to the resolution of the board of directors or 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 letter issued by the local competent authority on October 4, 2022, and the dissolution and registration cancellation effective date was January 2, 2023.
-
The subsidiary Bou Der Investment Ltd executed dissolution according to the resolution of the board of directors of the Company on July 27, 2023. Subsequently, after the Company bought all of its securities NT$2,676. It obtained the dissolution approval letter issued by competent authority on November 23, 2023, and was still in the process of liquidation.
~30~
(VIII)Property, plant and equipment
Detail of the owner-occupied property, plant and equipment of the Company is as follows:
| Cost | 2023 | |||||
|---|---|---|---|---|---|---|
| Buildings 3,155,128 $ 25,449 6,823) ( 9,848 3,183,602 $ 2,767,469 $ 19,879 6,500) ( 2,780,848 $ 35,533 $ 323) ( 35,210 $ 352,126 $ 367,544 $ |
Machinery and equipment Office equipment 14,354,860 $ 128,949 $ 58,453 2,628 155,041) ( 1,561) ( 232,209 - 14,490,481 $ 130,016 $ 14,258,616 $ 116,585 $ 43,688 2,868 155,041) ( 1,561) ( 14,147,263 $ 117,892 $ 104 $ 55 $ - - 104 $ 55 $ 96,140 $ 12,309 $ 343,114 $ 12,069 $ |
Others Total 2,818 $ 17,641,755 $ - 86,530 - 163,425) ( - 242,057 2,818 $ 17,806,917 $ 1,694 $ 17,144,364 $ 108 66,543 - 163,102) ( 1,802 $ 17,047,805 $ - $ 35,692 $ - 323) ( - $ 35,369 $ 1,124 $ 461,699 $ 1,016 $ 723,743 $ |
||||
| At January 1 Additions Disposals Reclassifications At December 31 Accumulated depreciation |
||||||
| At January 1 Additions Disposals At December 31 Accumulated impairment |
||||||
| At January 1 Disposals At December 31 Net carryingamount |
||||||
| At January 1 At December 31 |
~31~
2022
| 2022 | ||||||
|---|---|---|---|---|---|---|
| Cost At January 1 Additions Reclassifications Right-of-use assets transfer At December 31 Accumulated depreciation At January 1 Additions Right-of-use assets transfer At December 31 Accumulated impairment At January 1 At December 31 Net carryingamount At January 1 At December 31 |
Buildings 3,136,600 $ 16,578 1,950 - 3,155,128 $ 2,750,674 $ 16,795 - 2,767,469 $ 35,533 $ 35,533 $ 350,393 $ 352,126 $ |
Machinery and equipment 14,303,237 $ 29,463 22,160 - 14,354,860 $ 14,233,771 $ 24,845 - 14,258,616 $ 104 $ 104 $ 69,362 $ 96,140 $ |
Office equipment 122,090 $ 1,329 149 5,381 128,949 $ 113,252 $ 2,257 1,076 116,585 $ 55 $ 55 $ 8,783 $ 12,309 $ |
Others 2,818 $ - - - 2,818 $ 1,586 $ 108 - 1,694 $ - $ - $ 1,232 $ 1,124 $ |
Total | |
| 17,564,745 $ 47,370 24,259 5,381 |
||||||
| 17,641,755 $ |
||||||
| 17,099,283 $ 44,005 1,076 |
||||||
| 17,144,364 $ |
||||||
| 35,692 $ |
||||||
| 35,692 $ |
||||||
| 429,770 $ |
||||||
| 461,699 $ |
~32~
(IX)Lease transactions - lessee
-
The underlying assets of the Company’s lease include lands, buildings, company vehicles and digital monitors. 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 Company is less than 12 months. The low-value underlying asset of the Company’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:
| December31,2023 | December31,2023 | December31,2022 | |
|---|---|---|---|
| BookValue | BookValue | ||
| Land | $ 295,582 | $ 306,530 | |
| Buildings | 739 | - | |
| Transportation equipment | 334 | 52 | |
| Information equipment | 2,199 | 73 | |
| $ 298,854 | $ 306,655 | ||
| 2023 | 2022 | ||
| Depreciation expense | Depreciation expense | ||
| Land | $ | 10,948 | $ 10,931 |
| Buildings | 185 | 187 | |
| Transportation equipment | 163 | 313 | |
| Information equipment | 363 | 718 | |
| $ | 11,659 | $ 12,149 |
-
The Company’s right-of-use asset increased by NT$3,858 and NT$1,818 for years ended December 31, 2023 and 2022 respectively. According to the lease contract of information equipment, after the expiration of lease term, the ownership of information equipment is transferred to the Company. 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 |
2023 $ 8,075 $- $ 3 |
2022 |
|---|---|---|
| $ 8,242 $ 158 |
||
| $ 22 |
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-
The Company’s total cash outflow for lease contracts were NT$16,924 and NT$19,045 for the years ended December 31, 2023 and 2022 respectively.
-
Option of lease extension and option of lease termination
When determining of lease period, the Company considers all of the facts and conditions related to economic incentives that may be generated due to exercise of the option of extension. When material event is assessed to occur due to exercise of the option of extension or non-exercise of the option of termination, the lease period will be re-evaluated.
(X)Other non-current assets
| Long-term accounts receivable Less: Allowance for bad debt Subtotal Refundable deposits Prepayments on equipment Total |
December 31, 2023 $ 397,055 ( 397,055) - 3,424 121,453 $ 124,877 |
December 31, 2022 $ 397,055 ( 397,055) - 5,091 274,973 $ 280,064 |
|---|---|---|
1.With regard to the polycrystalline silicon sheet 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 sheet, 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 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 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 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.. 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 attorney to file a petition for compulsory execution with the Intermediate People's Court of Xinyu Municipality, Jiangxi Province, 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 November 17, 2015, LDK entered the
~34~
reorganization procedure due to its creditor Xinyu City Chengdong Construction Investment Inc. filing the petition for reorganization. Accordingly, the Company has declared the creditor’s right and has also obtained the creditor’s right review approval notice. On December 18, 2017, LDK’ reorganizer informed the Company to receive the credit amount of 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. Legal doubts related to compensation are tried by the court and presently, the appeal of the judgment of the first instance of the court is under review by the supreme 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 impairment loss in 2017.
(XI) Accounts payable
| Accounts payable Estimated Accounts Payable Total (XII) Other payables Dividends payable Employees' compensation and remuneration of directors payable Utility expenses payable Salary and bonus payable Payables on equipment Repair expenses payable Bonus for unused vacation payable Profession service fees payable Others Total (XIII) Other current liabilities Guaranteed deposits Others Total |
December 31, 2023 $ 106,187 2,008 $ 108,195 December 31, 2023 $ - - 48,550 31,773 27,046 23,455 13,092 6,384 49,481 $ 199,781 December 31, 2023 $ 199,029 30,232 $ 229,261 |
December 31, 2023 $ 106,187 2,008 $ 108,195 December 31, 2023 $ - - 48,550 31,773 27,046 23,455 13,092 6,384 49,481 $ 199,781 December 31, 2023 $ 199,029 30,232 $ 229,261 |
December 31, 2023 $ 106,187 2,008 $ 108,195 December 31, 2023 $ - - 48,550 31,773 27,046 23,455 13,092 6,384 49,481 $ 199,781 December 31, 2023 $ 199,029 30,232 $ 229,261 |
December 31, 2022 $ 160,860 3,000 $ 163,860 December 31, 2022 $ 156,157 74,960 20,819 31,835 6,911 39,574 13,092 7,058 41,843 $ 392,249 December 31, 2022 $ 270,378 28,397 $ 298,775 |
December 31, 2022 $ 160,860 3,000 $ 163,860 December 31, 2022 $ 156,157 74,960 20,819 31,835 6,911 39,574 13,092 7,058 41,843 $ 392,249 December 31, 2022 $ 270,378 28,397 $ 298,775 |
December 31, 2022 $ 160,860 3,000 $ 163,860 December 31, 2022 $ 156,157 74,960 20,819 31,835 6,911 39,574 13,092 7,058 41,843 $ 392,249 December 31, 2022 $ 270,378 28,397 $ 298,775 |
||
|---|---|---|---|---|---|---|---|---|
$ |
||||||||
$ |
||||||||
$ |
$ |
|||||||
$ |
$ |
|||||||
$ 199,029 30,232 |
||||||||
$ 229,261 |
~35~
(XIV) Other non-current liabilities
| Net defined benefit liabilities Guaranteed deposits Total |
December 31, 2023 $ 13,399 147,416 $ 160,815 |
December 31, 2022 $ 29,009 261,816 $ 290,825 |
December 31, 2022 |
|---|---|---|---|
(XV) 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, 2023 $ 209,222 ( 195,823) $ 13,399 |
December 31, 2022 $ 215,667 ( 186,658) |
|---|---|---|
$ 29,009 |
- (3) Movements in net defined benefit liabilities are as follows:
| 2023 Balance as of January 1 Current service costs Interest expense (income) Settlement of gains and losses |
( |
Present value of defined benefit obligation $ 215,667 368 3,235 656) 218,614 |
Fair value of plan assets ($ 186,658) - ( 938) 554 ( 188,996) |
Fair value of plan assets ($ 186,658) - ( 938) 554 ( 188,996) |
Net defined benefit | Net defined benefit |
|---|---|---|---|---|---|---|
($ ( ( |
liabilities $ 29,009 368 343 ( 102) |
|||||
| 188,996) | 29,618 |
~36~
| 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 2022 Balance as of January 1 Current service costs Interest expense (revenue) Remeasurement: Return on plan assets (excluding amounts included in interest revenue or expense) Changes in financial assumptions Experience adjustments Pension fund appropriated Pension paid Balance, December 31 |
- 4,953 ( 8,029) ( 3,076) - ( 6,316) $ 209,222 Present value of defined benefit obligation $ 254,371 695 1,273 256,339 - ( 23,591) 4,187 ( 19,404) - ( 21,268) $ 215,667 |
- 4,953 ( 8,029) ( 3,076) - ( 6,316) $ 209,222 Present value of defined benefit obligation $ 254,371 695 1,273 256,339 - ( 23,591) 4,187 ( 19,404) - ( 21,268) $ 215,667 |
( ( |
( ( |
( ( |
( 1,143) ( 23,591) ( 8,029) ( 4,219) ( 12,000) - $ 13,399 Net defined benefit liabilities $ 73,524 695 335 74,554 ( 14,141) ( 23,591) 4,187 ( 33,545) ( 12,000) - $ 29,009 |
( 1,143) ( 23,591) ( 8,029) ( 4,219) ( 12,000) - $ 13,399 Net defined benefit liabilities $ 73,524 695 335 74,554 ( 14,141) ( 23,591) 4,187 ( 33,545) ( 12,000) - $ 29,009 |
( 1,143) ( 23,591) ( 8,029) ( 4,219) ( 12,000) - $ 13,399 Net defined benefit liabilities $ 73,524 695 335 74,554 ( 14,141) ( 23,591) 4,187 ( 33,545) ( 12,000) - $ 29,009 |
( 1,143) ( 23,591) ( 8,029) ( 4,219) ( 12,000) - $ 13,399 Net defined benefit liabilities $ 73,524 695 335 74,554 ( 14,141) ( 23,591) 4,187 ( 33,545) ( 12,000) - $ 29,009 |
|---|---|---|---|---|---|---|---|---|---|
( ($ |
|||||||||
| $ |
liabilities 73,524 695 335 74,554 14,141) 23,591) 4,187 33,545) 12,000) - 29,009 |
||||||||
( |
181,785) 14,141) - - |
||||||||
( |
( |
( ( |
|||||||
( |
( | 14,141) 12,000) 21,268 |
( |
||||||
( |
( |
( |
|||||||
$ |
($ |
186,658) |
$ |
(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,
~37~
Safeguard and Utilization of the Labor Retirement Fund” (Article 6: The scope of utilization for the Fund includes 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 aforementioned rates, 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, 2023 and 2022 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 |
2023 1.250% 3.000% |
2022 |
|---|---|---|
| 1.500% | ||
| 3.000% |
The future mortality rates of 2023 and 2022 were estimated based on the 6th Taiwan Standard Ordinary Experience Mortality Table. Due to the change of the main actuarial assumption, the present value of defined benefit obligation is affected. The analysis is as follows:
| December 31, 2023 Impact on present value of defined benefit obligation December 31, 2022 Impact on present value of defined benefit obligation |
Discountrate Future salaryincreaserate |
Discountrate Future salaryincreaserate |
Discountrate Future salaryincreaserate |
Discountrate Future salaryincreaserate |
Discountrate Future salaryincreaserate |
|
|---|---|---|---|---|---|---|
| Increase by 0.25% ($ 4,932) ($ 5,411) |
Decrease by 0.25% $ 5,093 $ 5,598 |
Increase by 0.25% $ 4,919 $ 5,419 |
Decrease by | |||
0.25% ($ 4,789) ($ 5,266) |
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) The Company expects to contribute $2,880 to the pension plan in 2024.
-
(7) As of December 31,2023, the weighted average duration of that retirement plan is 9.5 years.
~38~
-
(1) Effective July 1, 2005, the Company has 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 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 Company recognized according to the aforementioned pension regulations for the years ended December 31, 2023 and 2022 were NT$21,662 and NT$21,062, respectively.
(XVI)Share-based payments
- The Company’s share-based payment arrangements for 2023 and 2022 were as follows:
| Type of agreement New restricted employee shares program (Note 1) New restricted employee shares program (Note 1) |
Grant date 2019.3.21 2023.12.11 |
Fair value 22.1 34.65 |
Quantity granted 1,200 thousand shares 1,000 thousand shares |
Exercise price - - |
Contract period 3 years 3 years |
Vesting conditions |
|---|---|---|---|---|---|---|
| (Note 2) (Note 4) |
-
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 leaves the Company not due to disability or death caused by matters of occupational accidents without 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 is vested immediately after the year of service reaching one and two years from the grant date respectively. The rest of the 40% of the shares is vested after the year of services reaching three years. In the case of 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.
-
Note 3: 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 will recover and cancel his/her shares at the issue price.
-
Note 4: 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 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
~39~
satisfy the performance criteria of the Company, the portion of the shares granted for that year but not yet vested are recovered and canceled at the issue price by the Company from such employee.
- Details of the aforementioned share-based payment arrangements are as follows:
| Outstanding shares as of January 1 Shares recovered in the current period (Note) Shares vested in the current period Outstanding shares as of December 31 |
2023 | 2022 |
|---|---|---|
| Number of shares (inthousands) |
Number of shares (inthousands) |
|
| - 1,000 - 1,000 |
397 - ( 397) - |
Note: The fair value of employee restricted shares granted at the grant date is measured based on the closing price of the stocks on December 11, 2023.
- Expenses incurred by share-based payment transactions were as follows:
| Equity settlement | 2023 $ 1 198 |
2022 |
|---|---|---|
| $ 626 |
(XVII)Share capital
- As of December 31, 2023, 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 $1,571,567 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:
| January 1 Issuance of new restricted employee shares December 31 |
2023 156,156 1,000 157,156 |
2022 156,156 - 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 with the restrictions on shares transfer rights, and without cash and stock dividends prior to satisfying the vesting conditions, , were the same as the other issued ordinary shares.
~40~
- According to the resolution of the board of directors of the Company on March 7, 2023, the number of new restricted employee shares for issuance was 1,000,000 shares, and the new shares issuance base date was December 11, 2023, with the subscription price per share of 10 NT dollars. 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.
(XVIII)Capital surplus
Under the Company Act, capital surplus arising from shares issued at premium or from donation may be used for offsetting deficit. Furthermore, if the Company has no accumulated loss, 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.
| the loss. | ||||||
|---|---|---|---|---|---|---|
| January 1 Issuance of new restricted employee shares December 31 January 1 New restricted employee shares vested December 31 |
2023 | |||||
| Share premium $536,445 - $536,445 |
New restricted employee shares $ - 24,650 $ 24,650 |
Donated assets – shares $ 3 - $ 3 |
Difference between actual price of subsidiary equity acquired and the carryingvalue $ 19,423 - $ 19,423 2022 |
Others $14,180 - $14,180 |
Total | |
| $570,051 24,650 $594,701 |
||||||
| 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 |
(XIX)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
~41~
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 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 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:
| ollows: | ||
|---|---|---|
| Legal reserve Special reserve Cash dividends Total |
2021 | |
| Amount | Dividends per share (NT$) |
|
| $ 22,522 41,555 78,078 |
$ - - 0.50 $ 0.50 |
|
$ 142,155 |
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- The 2022 earnings distribution proposal of the Company according to the resolution of the board of directions is as follows:
| Date of board resolution Legal reserve Special reserve Cash dividends Cash dividend per share (NT$) |
4th quarter of 2022 March 7, 2023 $ 28,234 $ 2,005 $ 156,157 $ 1.0 |
2nd quarter of 2022 October 28, 2022 $ 30,143 $ 459 $ 156,157 $ 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.
- On February 6, 2024, the Board of Directors of the Company were approved the 2023 deficit compensation, which is yet to be approved by the shareholders’ meeting.
(XX)Other equity items
| Other equity items | |||||
|---|---|---|---|---|---|
| Unrealized valuation gains (losses) January 1, 2023 ($ 80,825) Financial assets at fair value through other comprehensive income - valuation adjustments ( 5,467) Issuance of new restricted employee shares - Share-based compensation costs - December 31, 2023 ($ 86,292) Unrealized valuation gains (losses) January 1, 2022 ($ 78,361) Financial assets at fair value through other comprehensive income - valuation adjustments ( 2,464) Share-based compensation costs - December 31, 2022 ($ 80,825) |
Unrealized valuation gains (losses) |
Unearned compensation ofemployees |
Total ($ 80,825) ( 5,467) ( 24,650) 1,198 ($ 109,744) Total ($ 78,987) ( 2,464) 626 ($ 80,825) |
||
| $ - - ( 24,650) 1,198 ($ 23,452) Unearned compensation of employees |
|||||
| ($ 626) - 626 $- |
($ 78,987) ( 2,464) 626 ($ 80,825) |
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(XXI)Operating revenue
| Revenue from contracts with customers | 2023 $ 1,454,946 |
2022 |
|---|---|---|
| $ 2,071,596 |
- Disaggregation of revenue from customer contracts with customers
The revenue of the Company can be classified into the following geographical areas:
| 2023 Revenue from external customer contracts 2022 Revenue from external customer contracts |
Taiwan $ 1,024,114 Taiwan $ 1,576,700 |
Asia $ 358,492 Asia $ 392,271 |
Europe $ 69,968 Europe $ 96,273 |
Americas $ 2,367 Americas $ 6,352 |
Total $ 1,454,941 Total $ 2,071,596 |
|
|---|---|---|---|---|---|---|
2. Contract liabilities
- (1) Contract liabilities related to customer contract revenue recognized by the Company are as follows:
| Contract liabilities Foundry service revenue Sales of goods Total |
December 31, 2023 $ 13,723 774 $ 14,497 |
December 31, 2022 $ 13,707 1,613 $ 15,320 |
January 1, 2022 $ 23,833 - $ 23,833 |
|---|---|---|---|
- (2) Contract liabilities at the beginning of the current period recognized as revenue in the current period
| Balance of contract liabilities at the beginning of the current period recognized as: Foundry service revenue |
2023 $ 11,394 |
2022 |
|---|---|---|
| $ 19,743 |
(XXII) Interest income
| Interest income from bank deposits Interest income from financial assets at amortized cost Total |
2023 $ 29,584 5,261 $ 34,845 |
2022 |
|---|---|---|
| $ 15,025 6,050 $ 21,075 |
~44~
(XXIII)Other income
| Rental income Dividend income Other income-others Total Other gains and losses Net foreign currency exchange gains (losses) Impairment loss reversal gains Other (losses) and gains Total Financial costs Interest expense of lease liabilities |
2023 $ 723 545 9,469 $ 10,737 2023 ($ 25,817) 2,150 ( 1,661) ($ 25,328) 2023 $ 8,075 |
2022 | ||
|---|---|---|---|---|
| $ ( |
||||
$ |
||||
(XXIV)Other gains and losses
(XXV) Financial costs
(XXVI)Additional information on the nature of expenses
| Employee benefit expenses Property, plant and equipment depreciation expense Right-of-use assets depreciation expense Intangible assets amortization expense I)Employee benefit expenses Salary expenses Employee share options Labor and health insurance fees Pension expense Other personnel expenses Total |
2023 | 2022 $ 666,092 $ 44,005 $ 12,149 $ 222 2022 $ 564,751 626 47,443 22,092 31,180 $ 666,092 |
|||
|---|---|---|---|---|---|
| $ 617,924 $ 66,543 $ 11,659 $ 212 2023 $ 515,159 1,198 50,165 22,271 29,131 $ 617,924 |
|||||
(XXVII)Employee benefit expenses
~45~
-
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.
-
The Articles of Incorporation of the Company was revised and approved by Annual General Shareholders Meeting on May 25, 2023. According to the modification of the Articles of Incorporation of the Company, the Company shall appropriate no higher than 3% for directors’ remuneration and no less than 5% for employees’ compensation, if the Company generates profit. 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 controlled or subordinate companies, who meet the certain conditions, 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. 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.
-
Based on net loss in 2023, the Company did not estimate the employees’ compensation and the remuneration of directors for the current year. For 2022, the employees’ compensation and the remuneration of directors recognized by the Company were NT$62,519 and NT$12,441, respectively, which were presented under salary expense.
-
The employees’ compensation and remuneration of directors resolved on the board of directors for 2022 were agreed with those amounts recognized in the 2022 financial statements.
-
Relevant information of the employees’ compensation and remuneration of directors of the Company as resolved by the board of directors is available at the Market Observation Post System” (MOPS) website for inquiries.
(XXVIII)Income tax
- Income tax expense
(1) Income tax components:
| e tax expense ome tax components: |
||
|---|---|---|
| Current income tax Deferred income tax Income tax expenses |
2023 $ - - $- |
2022 |
| $ - - $- |
- (2) Income tax associates with other comprehensive income: None.
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-
(3) Income tax directly debited or credited in equity: None.
-
Reconciliation between income tax expense and accounting profit
| Tax calculated based on income (loss) before tax at the statutory rate Expenses (income) not to be recognized according to tax law Temporary difference not recognized as deferred income tax assets Changes in assessment of realizability of temporary differences Tax loss not recognized as deferred income tax assets Changes in assessment of realizability of tax loss Income tax expenses |
2023 ($ 35,082) 8,998 7,616 ( 11,131) 29,599 - $- |
2022 | ||
|---|---|---|---|---|
( ( |
$ 110,046 13,713) 12,457 8,525) - ( 100,265) $- |
- Valid period of tax loss unused and relevant amounts of unrecognised deferred tax assets for the Company are as follows:
| December31,2023 | December31,2023 | December31,2023 | December31,2023 | December31,2023 | December31,2023 | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Year of loss 2014 2015 2016 2017 2019 2021 2023 |
Declared value/approved |
Undeducted amount 829,239 759,384 275,017 129,643 374,779 274,492 147,452 |
Unrecognised deferred tax asset amount 829,239 759,384 275,017 129,643 374,779 274,492 147,452 $ 2,790,006 |
Expiry date 2024 2025 2026 2027 2029 2031 2033 |
|||||||
value 829,239 759,384 275,017 129,643 374,779 274,492 147,452 |
|||||||||||
$ 2,790,006 |
$ |
2,790,006 |
$ |
~47~
December 31, 2022
| Year of loss 2013 2014 2015 2016 2017 2019 2021 |
Declared value/approved |
Undeducted amount $ 1,488,653 829,239 759,384 275,017 129,643 374,779 274,492 |
Undeducted amount $ 1,488,653 829,239 759,384 275,017 129,643 374,779 274,492 |
Unrecognised deferred tax asset amount $ 1,488,653 829,239 759,384 275,017 129,643 374,779 274,492 $ 4,131,207 |
Expiry date | |
|---|---|---|---|---|---|---|
value $ 1,488,653 829,239 759,384 275,017 129,643 374,779 274,492 |
||||||
2023 2024 2025 2026 2027 2029 2031 |
||||||
$ 4,131,207 |
$ |
4,131,207 |
- Amounts of deductible temporary differences unrecognized as deferred tax assets
| Deductible temporary differences | December 31, 2023 $ 416,719 |
December 31, 2022 $ 440,133 |
|
|---|---|---|---|
- The Company’s tax returns has been approved by the taxation authority through 2021.
(XXIX)Earnings per share (EPS)
| Basic earnings per share Net (loss) attributable to shareholders of common shares Diluted earnings per share Net (loss) attributable to shareholders of common shares |
2023 | |||
|---|---|---|---|---|
| After-tax amount ($ 175,411) ($ 175,411) |
Weighted average number of ordinary shares outstanding (sharesinthousands) 156,156 156,156 |
Earnings per share (EPS) (NT$) |
||
| ($ 1.12) ($ 1.12) |
~48~
| 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 (sharesinthousands) 156,071 156,071 1,791 86 $ 157,948 |
Earnings per share (EPS) (NT$) |
|
| $ 3.53 $ 3.48 |
(XXX)Additional Information on cash flows
1. 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 |
2023 $ 328,587 121,453 ( 274,973) 6,911 ( 27,046) - $ 154,932 |
2022 | |
|---|---|---|---|
| $ 75,934 274,973 ( 219,460) 9,375 ( 6,911) ( 4,305) $ 129,606 |
~49~
(XXXI)Changes in liabilities arising from financing activities
| 2023 Guaranteed deposits Leaseliabilities Dividends payable Total liabilities from financing activities January 1 $ 532,194 $ 320,440 $ 156,157 $ 1,008,791 Changes in cash flows from financing activities ( 185,749) ( 16,921) ( 314,088) ( 514,984) Other non-monetary changes - 11,933 157,931 168,090 December 31 $ 346,445 $ 315,452 $- $ 661,897 2022 Guaranteed deposits Lease liabilities Total liabilities from financing activities January 1 $ 722,230 $ 329,245 $ 1,051,475 Changes in cash flows from financing activities ( 190,036) ( 18,865) ( 204,596) Other non-monetary changes - 10,060 5,755 December 31 $ 532,194 $ 320,440 $ 852,634 |
2023 | 2023 | |||||
|---|---|---|---|---|---|---|---|
| Leaseliabilities Dividends payable $ 320,440 $ 156,157 ( 16,921) ( 314,088) 11,933 157,931 $ 315,452 $- 2022 |
Total liabilities from financing activities |
||||||
| $ 1,008,791 ( 514,984) 168,090 |
|||||||
$ |
- |
$ 661,897 |
|||||
| Guaranteed deposits $ 722,230 ( 190,036) - $ 532,194 |
Lease liabilities $ 329,245 ( 18,865) 10,060 $ 320,440 |
VII. Related Party Transactions
(I)Name and relationship of related party
Name of related party Relationship with the Group DenMOS Technology Inc. Subsidiary Pynmax Technology Co., Ltd. (Note1) Key management (corporate director of the Company) Panjit International Inc. (Note1) Substantial related party (parent company of Pynmax Technology Co., Ltd.)
Actron Technology Corporation (Note2) The parent company GlobalWafers Co., Ltd (Note3) The subsidiary of Sino-American Silicon Product Inc.
Note1: 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 Company since November 25, 2022.
-
Note2: Actron Technology Corporation obtained the control on June 2, 2023 and became the parent company of the Company.
-
Note3: Sino-American Silicon Product Inc obtained the control of Actron Technology Corporation on October 2, 2023 and became the ultimate parent entity of the Company.
~50~
(II)Significant transactions with related parties
1. Operating revenue
| Operating revenue | ||
|---|---|---|
| Operating revenue: Actron Technology Corporation Panjit International Inc. DenMOS Technology Inc. Pynmax Technology Co., Ltd. Total |
2023 $ 468,324 - 38,324 - $ 506,648 |
2022 |
| $ 352,511 206,184 143,173 1,085 $ 702,953 |
The transaction price of product sales has no material difference from the payment collection terms between non-related parties.
2. Purchase
| se | ||
|---|---|---|
| GlobalWafers Co., Ltd Panjit International Inc. Total |
2023 $ 26,656 - $ 26,656 |
2022 |
| $ - 20 $ 20 |
3. Receivables from related party
| Accounts receivable: Actron Technology Corporation DenMOS Technology Inc. Less: Allowance for bad debts. Subtotal Other receivables: DenMOS Technology Inc. Subtotal Total |
December 31, 2023 $ 87,026 5,706 ( 151) 92,581 187 187 $ 92,768 |
December 31, 2022 $ 91,630 13,937 - 105,567 149 149 $ 105,716 |
|
|---|---|---|---|
The receivables from related parties are mainly from the sales, and the amounts for the sales transactions are due in 30~45 days from the sales date. Such amount of the receivables has no pledge and interest payment.
~51~
4. Payables from related party
| Payables from related party | |||
|---|---|---|---|
| Accounts payable: GlobalWafers Co., Ltd Other Payable: GlobalWafers Co., Ltd. Total |
December 31, 2023 $ 20,761 1,327 $ 22,088 |
December 31, 2022 $ - - |
|
| $- |
The payables to related parties mainly arise from the purchase transactions and are due two months after the purchase date. The payables bear no interest.
4. Others
| Guaranteed deposits: Actron Technology Corporation DenMOS Technology Inc. |
December 31, 2023 $ 53,542 206 $ 53,748 |
December 31, 2022 $ 107,101 206 $ 107,307 |
|---|---|---|
| Rental income: DenMOS Technology Inc. Other expenses: GlobalWafers Co., Ltd |
2023 $ 526 $ 553 |
2022 | |
|---|---|---|---|
| $ 523 | |||
| $- |
(III)Key management remuneration information
| Short-term employee benefits Share-based payments |
2023 $ 36,648 - $ 36,648 |
2022 $ 27,664 5,202 $ 32,866 |
|---|---|---|
VIII. Pledged Assets
The Company’s assets pledged as collateral are as follows:
| Asset item Time deposits (listed in “financial assets at amortized cost - non-current”) |
Bookvalue | Bookvalue | Bookvalue | Purpose of collateral Customs clearance and rent guarantee |
|
|---|---|---|---|---|---|
| $ | December 31, 2023 17,907 |
$ | December 31, 2022 17,907 |
~52~
IX. Significant Contingent Liabilities and Unrecognized Contract Commitments
- (I) Contingencies
None.
(II) Commitments
- The material purchase contracts signed between the Company and the following companies are summarized as follows:
Party Contract period Summary
~ S Company August 2008 S Company, according to the price specified in the original December 2016 contract, shall guarantee to supply solar silicon wafers of a total quantity of 121,500 (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 February 6, 2024. Up to the date of December 31, 2023, 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, 2023, the capital expenditure amount for the contracts signed but not yet take place was NT$101,863.
X. Losses Due to Major Disasters
None.
XI. Significant subsequent events
The 2023 deficit compensation of the Company was approved by the board of directors through resolution on February 6, 2024. Please refer to Note 6(19) 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
~53~
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.
(II) Financial Instruments
1. Category of financial instruments
| Financial assets Financial assets at fair value through other comprehensive income Designated investment in equity instruments selected Financial assetsmeasuredat amortized cost Cash and cash equivalents Financial assets at amortized cost Accounts receivable (including related party) Other receivables (including related party) Refundable deposits Financial liabilities Financial liabilitiesmeasuredat amortized cost Notes payable Accounts payable Other payables Guaranteed deposits Lease liabilities |
December 31, 2023 $ 15,118 870,623 517,907 216,993 8,222 3,424 $ 1,632,287 $ 7 128,956 201,108 346,445 $ 676,516 $ 315,452 |
December 31, 2022 $ 24,706 1,585,201 517,907 337,283 6,464 5,091 $ 2,476,652 $ 7 163,860 392,249 532,194 $ 1,088,310 $ 320,440 |
|---|---|---|
-
Financia risk management policies
-
(1) The Company’s daily operations are affected by various financial risks, including market risk (including foreign 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 Company 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 Company shall comply with relevant rules for the financial risk management established.
-
(2) To reduce and manage relevant financial risks, the Company is committed to the analysis, identification and evaluation of relevant financial risk factors and possible unfavorable impacts on the finance of the Company. In addition, relevant response solutions are proposed in order to avoid unfavorable factors arising from financial risk.
~54~
-
Significant financial risks and degrees of financial risks
-
(1) Market risk
Foreign exchange risk
-
A. The Company operates internationally and is exposed to foreign exchange risk arising from the transactions of the Company used in various functional currency, primarily with respect to USD and JPY. Relevant foreign exchange risks arise from future commercial transactions and recognized assets and liabilities.
-
B. The Company’s management has formulated relevant policy to require the Company to manage the foreign exchange risks associated with their functional currency. The Company is required to hedge its entire foreign exchange risk exposure with the financial department.
-
C. The Company’s businesses involve certain non-functional currencies (functional currency of the Company 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 would be materially affected by the exchange rate fluctuations are as follows:
| (Foreign currency: functional currency) Financial assets Monetary items USD : NTD JPY : NTD HKD : NTD Financial liabilities Monetary items USD : NTD (Foreign currency: functional currency) Financial assets Monetary items USD : NTD JPY : NTD HKD : NTD |
December31,2023 Carrying amount (NTD) Foreign currency (in thousands) Exchange rate $ 27,610 30.705 $ 847,765 20,857 0.2172 4,530 756 3.929 2,970 12,164 30.705 373,496 December31,2022 |
December31,2023 Carrying amount (NTD) Foreign currency (in thousands) Exchange rate $ 27,610 30.705 $ 847,765 20,857 0.2172 4,530 756 3.929 2,970 12,164 30.705 373,496 December31,2022 |
||
|---|---|---|---|---|
| Foreign currency (in thousands) $ 60,227 24,783 751 |
Carrying amount (NTD) Exchange rate 30.710 $ 1,849,571 0.2324 5,760 3.938 2,957 |
|||
$ |
||||
~55~
Financial liabilities Monetary items USD : NTD 17,825 30.710 547,406
-
D. The total exchange gain (loss) (including realized and unrealized) arising from significant foreign exchange variation on the monetary items held by the Company for the years ended December 31, 2023 and 2022, amounted to NT($25,817) and $127,267 respectively.
-
E. Analysis of foreign exchange risks arising from significant exchange rate changes that the Company is exposed to are as follows:
| (Foreign currency: functional currency) Financial assets Monetary items USD : NTD JPY : NTD HKD : NTD Financial liabilities Monetary items USD : NTD (Foreign currency: functional currency) Financial assets Monetary items USD : NTD JPY : NTD HKD : NTD Financial liabilities Monetary items USD : NTD |
2023 | 2023 | |||
|---|---|---|---|---|---|
| Fluctuations 5% 5% 5% 5% |
Sensitivity analysis Effect on profit or loss Effect on other comprehensive income $ 42,388 $ - 227 - 149 - ( 18,675) - 2022 |
||||
Effect on profit or loss $ 42,388 227 149 ( 18,675) 2022 |
|||||
$ |
|||||
| Fluctuations 5% 5% 5% 5% |
Sensitivity analysis Effect on profit or loss Effect on other comprehensive income $ 92,479 $ - 288 - 148 - ( 27,370) - |
||||
Effect on profit or loss $ 92,479 288 148 ( 27,370) |
|||||
~56~
Price risk
-
A. The Company is exposed to equity instrument price risk because of the financial assets at fair value through other comprehensive income held. To manage its price risk arising from investments in equity securities, the Company diversifies its portfolio. Diversification of the portfolio is done in accordance with the limits set by the Company.
-
B. The Company mainly invested in domestic or foreign equity instruments. The prices of equity instruments could be affected by the uncertainty of the future value of investment subject matters. If the prices of these equity instruments had increased/decreased by 10% with all other variables held constant, profit or loss would have increased/decreased by NT$1,512 and NT$2,471 respectively, as a result of gains or losses classified as equity investment at fair value through other comprehensive income.
(2) Credit risk
-
A. The Company’s credit risk refers to the risk of financial loss to the Company 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 Company established management of credit risk from the company's perspective. For corresponding banks and financial institutions, the Company set up to only accept transaction counterparties receiving the good credit raking independently. According to the internally specified credit extension policy, before the internal department and each new customer of the Company establish the terms for payment and goods delivery, it is necessary to perform management and credit risk analysis. 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 Company, and the utilization of credit limits is regularly monitored.
-
C. Credit risk impairment loss evaluation of financial assets at amortized cost:
-
a. The Company 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 Company applies the following presumption of IFRS 9 and deems that the credit risk of a financial assets has significantly increased after initial recognition when the receivables obliged by the contractual terms are 30-days past due.
-
c. The Company has included future prospective consideration to adjust the historical and actual information, and also considers the credit rating of issuance bank in order to estimate the expected credit loss.
-
d. The financial assets measured at amortized cost held by the Company refer to time deposits and restricted time deposits at banks, and the credit ratings of such banks are good without occurrence of past due 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
~57~
financial statements.
-
D. Credit risk impairment loss evaluation of accounts receivable:
-
a. The Company 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 Company 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, 2023 and 2022, as follows:
| December 31, 2023 Expected loss rate Total book value Loss allowance December 31, 2022 Expected loss rate Total book value Loss allowance |
Not past due 0% $ 199,589 $ - 0% $ 306,517 $ - |
30 days past | 31~90 days | 91~120 days |
91~120 days |
Over 120 days past due Total 1% $ 459 $ 216,993 $ 5 $ 175 0% $ - $ 337,283 $ - $ - |
|---|---|---|---|---|---|---|
due 0% $ 97 $ - 0% $ 1,829 $ - |
past due 1% $ 13,798 $ - 0% $ 28,937 $ - |
$ $ $ $ |
past due 1% 3,050 31 0% - - |
$ $ $ $ |
- c. The Company adopts a simplified method in which the loss allowance for the accounts receivable is shown as follows:
| January 1 Provision for impairment loss December 31 |
2023 $ - 175 $- |
2022 |
|---|---|---|
| $ - - |
||
| $- |
(3) Liquidity risk
-
A. The cash flow forecast is executed by each operating department of the Company and summarized by the financial department of the Company. The financial department of the Company monitors rolling forecasts of the Company’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 Company from breaching relevant borrowing limits or terms.
-
B. The table below listed the Company’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.
~58~
Non-derivative financial liabilities:
| Non-derivative financial liabilities: |
Non-derivative financial liabilities: |
||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2023 | Less than 1 year |
1~2 | years | 2~3 | years | 3~5 years | Over 5 years Total |
||||||
| Notes payable | $ | 7 | $ | - | $ | - | $ | - | $ - | $ 7 | |||
| Accounts payable (including related party) |
128,956 | - | - | - | - | 128,956 | |||||||
| Other payable (including related party) |
201,108 | - | - | - | - | 201,108 | |||||||
| Lease liabilities | 17,191 | 17,191 | 16,573 | 32,152 | 351,510 | 434,617 | |||||||
| Guarantee deposits | 199,029 | 143,509 | 24 | 9 | 3,874 | 346,445 | |||||||
| Non-derivative | |||||||||||||
| financial liabilities: | |||||||||||||
| December 31, 2022 | Less than year |
1 | 1~2 |
years | 2~3 | years | 3~5 | years | Over 5 years | Total | |||
| Notes payable |
$ | 7 | $ |
- | $ | - | $ | - | $ | - |
$ 7 | ||
| Accounts payable |
163,860 | - | - | - | - |
163,860 | |||||||
| Other payables |
392,249 | - | - | - | - |
392,249 | |||||||
| Lease liabilities |
16,105 | 15,978 | 15,978 | 31,955 | 367,487 |
447,503 | |||||||
| Guarantee deposits |
270,378 | 255,050 | 2,608 | 52 | 4,106 |
532,194 |
(III) Fair Value Information
-
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 values of the Company’s investment in listed shares are included in this level.
-
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 book value of the cash and cash equivalents, financial assets 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.
~59~
- Financial and non-financial assets at fair value are classified by level based on the nature, characteristic, risk, and fair value, as follows:
| December 31, 2023 | Level 1 | Level 2 | Level 3 | Total |
|---|---|---|---|---|
| Assets | ||||
| Recurring fair value | ||||
| Financial assets at fair | ||||
| value through other | ||||
| comprehensive income | ||||
| Unlisted stocks | $- | $- | $ 15,118 | $ 15,118 |
| December 31, 2022 | Level 1 | Level 2 | Level 3 | Total |
| Assets | ||||
| Recurring fair value | ||||
| Financial assets at fair | ||||
| value through other | ||||
| comprehensive income | ||||
| Unlisted stocks | $- | $- | $ 24,706 | $ 24,706 |
-
The methods and assumptions the Company used to measure fair value are as follows:
-
(1) The fair value of other financial instruments is measured by using valuation techniques or by reference to counterparty quotes the fair value of financial instruments measured by using valuation techniques can be referred to current fair value of instruments with similar terms and characteristics in substance, discounted cash flow method or other valuation methods, including calculated by applying model using market information available at the parent company only balance sheet date.
-
(2) The output of valuation model is an estimated value and the valuation technique may not be able to capture all relevant factors of the Company’s financial and non-financial instruments. Consequently, the estimated value of the valuation model is adjusted appropriately according to the additional parameters. In accordance with the Company’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 non-financial instruments in the parent company only balance sheets. The inputs and pricing information used during valuation are carefully assessed and adjusted based on current market conditions.
-
For 2023 and 2022, there was no transfer between Level 1 and Level 2.
~60~
- The following table shows the change of Level 3 for 2023 and 2022.
| 2023 | 2022 | ||
|---|---|---|---|
| Equity instruments | Equity instruments | ||
| January 1 | $ | 24,706 | $ 32,195 |
| Purchasement | 2,676 | - | |
| Cash refund from capital reduction | ( | 6,948) | ( 3,938) |
| Valuation adjustment | ( | 5,316) | ( 3,551) |
| December 31 | $ | 15,118 | $ 24,706 |
-
Valuation process regarding fair value Level 3 is conducted by the Company’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:
| December 31, 2023 Fair value Valuation technique Significant unobservable inputs Non-derivative equity instruments: Unlisted stocks $ 15,118 Public company comparable Discount for lack of marketability December 31, 2022 Fair value Valuation technique Significant unobservable inputs Non-derivative equity instruments: Unlisted stocks $ 24,706 Public company comparable Discount for lack of marketability |
Range (weighted average) Relationship between inputs and fair value 30% The higher the discount for lack of marketability, the lower the fair value Range (weighted average) Relationship between inputs and fair value 30% The higher the discount for lack of marketability, the lower the fair value |
Relationship between inputs |
|---|---|---|
- The Company carefully assesses and selects the valuation model and valuation parameters used; however, when different valuation model or valuation parameters are used, it may lead to different valuation result. If valuation parameters change, financial assets and financial liabilities classified as Level 3 will have effects on the profit/loss or other comprehensive income, stated as follows:
~61~
| Inputs Changes Financial assets Equity instruments Discount for lack of marketability ± 10% Inputs Changes Financial assets Equity instruments Discount for lack of marketability ± 10% |
Changes | December31,2023 | December31,2023 | December31,2023 | ||
|---|---|---|---|---|---|---|
| Recognized in | profit or loss | |||||
Favorable changes $- |
||||||
| changes ($ 2,160) |
||||||
| Recognized in profit or loss Favorable changes Unfavorable changes $- $- |
Recognized in | |||||
Favorable changes $- |
Favorable changes $ 3,529 |
|||||
| changes ($ 3,529) |
XIII. Additional Disclosures
(I) 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.
-
Total purchases from or sales to the 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.
(II) Information on Investees
Names, locations and other information of investee companies (excluding those in Mainland China): Please refer to Table 4.
(III)
Information on investments in Mainland China
None.
~62~
(IV) Information on Major Shareholders
Please refer to Table 5.
- XIV. Operating Segment Information
Not applicable.
~63~
Mosel Vitelic Inc. Cash and cash equivalents
For the Year Ended December 31, 2023
(In Thousands of New Taiwan Dollars)
| Statement 1 Item Petty cash Bank deposits Checking accounts - NTD Demand deposits - NTD -Foreign currency Time deposits - NTD Time deposits - Foreign currency Repurchase agreements- Foreign currency Total |
Summary USD 4,569,227 Exchange rate of 30.705 JPY 20,857,159 Exchange rate of 0.2172 HKD 755,845 Exchange rate of 3.929 EUR 29,182 Exchange rate of 33.980 Interest rate of 1.35% USD 5,000 thousand Exchange rate of 30.705 Interest rate of 5.63% USD 11,138 thousand Exchange rate of 30.705 Interest rate of 5.00%-5.15% |
Amount |
|---|---|---|
| $ 150 64 76,103 140,298 4,530 2,970 992 |
||
| 224,957 | ||
150,000 153,525 |
||
| 303,525 | ||
| 341,991 | ||
| $ 870,623 |
Statement 1 Page 1
Mosel Vitelic Inc. Accounts receivable, net For the Year Ended December 31, 2023
(In Thousands of New Taiwan Dollars)
Statement 2
| CustomerName Summary General customers: HK1311 TW1776 TW2478 GM1051 TW2127 Others Less: Loss allowance Related parties: Actron Technology Corporation DenMOS Technology Inc. Less: Allowance for bad debts |
Amount $ 42,386 16,559 12,608 11,657 7,566 33,660 124,436 (24) 124,412 87,026 5,706 92,732 (151) 92,581 $ 216,993 |
Remarks |
|---|---|---|
Note |
Note: The amount of each item in others does not exceed 5% of notes receivable.
Statement 2 Page 1
Mosel Vitelic Inc. Inventories
For the Year Ended December 31, 2023
(In Thousands of New Taiwan Dollars)
| (In Thousands | of New Taiwan Dollars) | |
|---|---|---|
| Statement 3 Item Summary Raw materials Work in progress Finished products Less: Allowance for inventory market value decline and slow-moving inventories Total |
Amount Cost Market value $ 245,053 $ 159,606 75,013 130,269 49,692 37,272 369,758 $ 327,147 ( 108,637) $ 261,121 |
Remarks |
Cost $ 245,053 75,013 49,692 369,758 ( 108,637) $ 261,121 |
||
| Net realizable value as market price Net realizable value as market price Net realizable value as market price |
Statement 3 Page 1
| (in | Mosel Vitelic Inc. Changes in investments accounted for using the equity method For the Year Ended December 31, 2023 Additions(Decrease) Balance at the end of the period Shares thousands) Amount (Note 1) Shares (in thousands) Shareholding percentage Amount - ($ 14,690) 9,114 80.24% $ 102,855 - 476 12,012 100.00% 110,947 - 157 6,400 46.71% 35,643 - 3,098 1.9 100.00% 71,406 - ( 79) - - - ($ 11,038) $ 320,851 |
Mosel Vitelic Inc. Changes in investments accounted for using the equity method For the Year Ended December 31, 2023 Additions(Decrease) Balance at the end of the period Shares thousands) Amount (Note 1) Shares (in thousands) Shareholding percentage Amount - ($ 14,690) 9,114 80.24% $ 102,855 - 476 12,012 100.00% 110,947 - 157 6,400 46.71% 35,643 - 3,098 1.9 100.00% 71,406 - ( 79) - - - ($ 11,038) $ 320,851 |
(In Thousands of New Taiwan Dollars) Market value or equity net value Unit price (NT$) (Note 2) Total Guarantee or pledge status Remarks $ 11.29 $ 102,855 None 9.24 110,947 None 5.57 35,643 None 37,582.11 71,406 None - - None $ 320,851 |
|---|---|---|---|
($ ( ($ |
|||
(NT$) (Note 2) $ 11.29 9.24 5.57 37,582.11 - |
|||
- - - - - |
Note 1: It includes the unrealized gains (losses) from financial assets at fair value through other comprehensive income of investees recognized in the current period of NT$151, unrealized loss of downstream transactions of NT$1,220, investment losses of NT$2,916 and liquidation share capital refund of NT$78 and dividends received from investments accounted for using equity method of NT$9,113. Note 2: The valuation of investees using the equity method used the net worth as the market price.
Statement 4 Page 1
Mosel Vitelic Inc. Changes in property, plant and equipment For the Year Ended December 31, 2023
(In Thousands of New Taiwan Dollars)
Statement 5
| Item Buildings Machinery and equipment Office equipment Other equipment |
Balance at beginnig of the period $ 3,155,128 14,354,860 128,949 2,818 $ 17,641,755 |
Additions in current period $ 35,297 290,662 2,628 - $ 328,587 |
Deductions in current period ($ 6,823) ( 155,041) ( 1,561) - ($ 163,425) |
Balance at the end of the period $ 3,183,602 14,490,481 130,016 2,818 $ 17,806,917 |
Guarantee or pledge status None None None None |
Remarks |
|---|---|---|---|---|---|---|
Statement 5 Page1
Mosel Vitelic Inc. Changes in accumulated depreciation of property, plant and equipment For the Year Ended December 31, 2023
(In Thousands of New Taiwan Dollars)
Statement 6
| Item Balance at beginning of theperiod Buildings $ 2,767,469 Machinery and equipment 14,258,616 Office equipment 116,585 Other equipment 1,694 $ 17,144,364 |
Additions in current period $ 19,879 43,688 2,868 108 $ 66,543 |
Deductions in current period ($ 6,500) ( 155,041) ( 1,561) - ($ 163,102) |
Balance at the end of the period $ 2,780,848 14,147,263 117,892 1,802 $ 17,047,805 |
Remarks |
|---|---|---|---|---|
Statement 6 Page1
Mosel Vitelic Inc. Changes in accumulated Impairment loss of property, plant and equipment For the Year Ended December 31, 2023
(In Thousands of New Taiwan Dollars)
| Statement 7 Item Buildings Machinery and equipment Office equipment Other equipment |
Balance at beginning of the period $ 35,533 104 55 - $ 35,692 |
Balance at beginning of the period $ 35,533 104 55 - $ 35,692 |
Additions in current period |
Deductions in current period |
Deductions in current period |
Balance at the end of the period Remarks $ 35,210 104 55 - $ 35,369 |
Balance at the end of the period Remarks $ 35,210 104 55 - $ 35,369 |
|---|---|---|---|---|---|---|---|
| $ - - - - |
($ 323) - - - ($ 323) |
||||||
| $- |
Statement 7 Page1
Mosel Vitelic Inc. Operating revenue For the Year Ended December 31, 2023
| Statement 8 Item Wafer Others Less: Sales return and allowance Net sales revenue |
Quantity 434 thousand pcs |
(In Thousands of New Taiwan Dollars) Amount Remarks $ 1,458,130 204 ( 3,393) $ 1,454,941 |
(In Thousands of New Taiwan Dollars) Amount Remarks $ 1,458,130 204 ( 3,393) $ 1,454,941 |
|---|---|---|---|
Statement 8 Page1
Mosel Vitelic Inc. Operating costs
For the Year Ended December 31, 2023
(In Thousands of New Taiwan Dollars)
| Statement 9 Item Raw materials at beginning of year Add: Purchased Less: Raw materials at end of year Sales of raw materials Transfer to overheads Consumption in this period Direct labor Manufacturing expenses Manufacturing cost Add: Work in process at beginning of year Less: Work in progress at end of year Transfer to overheads Cost of finished goods Add: Finished goods at beginning of year Outsourced processing cost Less: Finished goods at end of the year Transfer to overheads Production and sales cost Sales of raw materials Allowance for market value decline Others Operating costs |
Summary | Amount $ 199,428 478,513 ( 245,053) ( 35) ( 411,445) 21,408 189,399 1,119,189 1,329,936 117,389 ( 75,013) ( 8,514) 1,363,798 35,958 1,412 ( 49,692) ( 2,436) 1,349,040 35 21,632 21,782 $ 1,392,489 |
|---|---|---|
Statement 9 Page1
Mosel Vitelic Inc. Manufacturing expenses For the Year Ended December 31, 2023
(In Thousands of New Taiwan Dollars)
Statement 10
| Item Salary expense Inventory supplies Electricitic fees Maintenance expenses Depreciation expenses Other expenses Total |
Summary | Amount $ 170,285 246,683 280,756 231,177 68,812 121,476 $ 1,119,189 |
Remarks |
|---|---|---|---|
| The amount of each secondary account does not exceed 5% of the account balance. |
Statement 10 Page1
Mosel Vitelic Inc.
Sales and marketing expenses For the Year Ended December 31, 2023
| Statement 11 Item Salary expense Administration fees Samples fees Other expenses Total |
Summary | (In Thousands of New Taiwan Dollars) Amount Remarks $ 11,910 2,564 953 3,056 The amount of each secondary account does not exceed 5% of the account balance. $ 18,483 |
(In Thousands of New Taiwan Dollars) Amount Remarks $ 11,910 2,564 953 3,056 The amount of each secondary account does not exceed 5% of the account balance. $ 18,483 |
|---|---|---|---|
| The amount of each secondary account does not exceed 5% of the account balance. |
Statement 11 Page1
Mosel Vitelic Inc.
General and administrative expenses For the Year Ended December 31, 2023
(In Thousands of New Taiwan Dollars)
| Statement 12 Item Salary expense Professional expense Depreciation expenses Other expenses Total |
Summary | Amount $ 77,406 8,249 6,620 19,730 $ 112,005 |
Remarks | |
|---|---|---|---|---|
| The amount of each secondary account does not exceed 5% of the account balance. |
Statement 12 Page1
Mosel Vitelic Inc. Research and development expenses For the Year Ended December 31, 2023
(In Thousands of New Taiwan Dollars)
| Statement 13 Item Summary Salary expense R&D materials Insurance expense Other expenses Total |
Amount Remarks $ 67,417 13,634 6,948 29,684 The amount of each secondary account does not exceed 5% of the account balance. $ 117,683 |
|---|---|
Statement 13 Page1
Mosel Vitelic Inc.
Summary statement of employee benefits, depreciation, depletion and amortization expenses by function For the year Ended December 31, 2023
(In Thousands of New Taiwan Dollars)
Statement 14
| Statement 14 | For the year Ended December 31, 2023 | For the year Ended December 31, 2023 | For the year Ended December 31, 2023 | (In Thousands of New Taiwan Dollars) | (In Thousands of New Taiwan Dollars) | (In Thousands of New Taiwan Dollars) |
|---|---|---|---|---|---|---|
| By function By feature |
2023 | 2022 | ||||
| Attributable to operating costs |
Attributable to operating expenses |
Total | Attributable to operating costs |
Attributable to operating expenses |
Total | |
| Employee benefits expense | ||||||
| Salary expense | $ 359,265 | $ 150,181 | $ 509,446 | $ 390,898 | $ 155,782 | $ 546,680 |
| Labor and health insurance expense | 37,824 | 12,341 | 50,165 | 37,205 | 10,238 | 47,443 |
| Pension expense | 15,374 | 6,897 | 22,271 | 16,124 | 5,968 | 22,092 |
| Remuneration of directors | - | 5,713 | 5,713 | - | 18,071 | 18,071 |
| Share-based payments | 359 | 839 | 1,198 | 125 | 501 | 626 |
| Other employee benefits expense | 25,298 | 3,833 | 29,131 | 27,799 | 3,381 | 31,180 |
| Depreciation expense | 68,812 | 9,390 | 78,202 | 51,043 | 5,111 | 56,154 |
| Amortization cost | 31 | 181 | 212 | - | 222 | 222 |
Notes:
-
For the current year and last year, the number of employees were 622 and 598 people respectively, which included 8 and 7 non-employee directors for the two years respectively.
-
Average employee benefit expense, average employee salary expense and average employee salary expense adjustment change status:
-
(1) The average employee benefit expense of the current year was NT$997 thousand. (“Total employee benefit expense of the current year - Total remuneration of directors” / “Total number of employees in the current year - Number of non-employee directors”). The average employee benefit expense of last year was NT$1,096 thousand. (“Total employee benefit expense of last year - Total remuneration of directors” / “Total number of employees of last year - Number of non-employee directors”).
-
(2) The average employee salary expense of the current year was NT$830 thousand. (Total salary expense of the current year / “Number of employees of the current year - Number of non-employee directors”).
- The average employee salary expense of last year was NT$925 thousand. (Total salary expense of last year/ “Number of employees
Statement 14 Page1
Mosel Vitelic Inc.
Summary statement of employee benefits, depreciation, depletion and amortization expenses by function For the year Ended December 31, 2023
(In Thousands of New Taiwan Dollars)
Statement 14
of last year - Number of non-employee directors”).
-
(3) The adjustment status of average employee salary expenses was:-10%. (“Average employee salary expense of the current year - Average employee salary expense of last year” / Average employee salary expense of last year).
-
(4) Since the Company has established the Audit Committee, the remunerations of supervisors for both the current year and last year were NT$0.
-
(5) The policy for remunerations of managerial officers and employees of the Company adopts the fixed salary according to the salary structure of the Company: Base salary and variable pay: holiday bonus and incentive bonus. Remuneration is paid according to individual’s scope of responsibility of the job position and the level of contribution to the operational objectives of the Company. During the establishment of the remuneration procedure, the Company considers the overall operating performance, future operating risks, industry development trends of the Company, and the Company also reviews the achievement rate of each individual’s performance and the level of contribution to the Company’s performance in order to provide reasonable compensation. The remuneration performance evaluation and reasonableness for managerial officers are reviewed and approved by the Remuneration Committee and the board of directors. In addition, the remuneration system is also reviewed according to the actual condition of business and relevant laws and regulations appropriately at all time. In addition, according to the articles of incorporation of the Company, when the Company still has remaining surplus after deduction of accumulated losses from the profit of the current year, it shall allocate no higher than 3% for directors’ remuneration and no less than 5% for employees’ compensation. The distribution of remunerations may be made in the form of shares or cash according to the resolution of the board of directors, and the subjects for receiving the remunerations may include employees of subordinate companies satisfying certain criteria. In view of the above, for the performance evaluation and regeneration of directors and managerial officers, the Company considers the common standard adopted in the same industry and also reviews the business outcome and performance contribution to the Company, in order to comprehensively consider the remuneration amount, the payment method and future risks of the Company, which is of high correlation with their management responsibilities and overall performance.
Statement 14 Page2
Mosel Vitelic Inc.
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, 2023
Table 1
(In Thousands of New Taiwan Dollars, Unless Specified Otherwise)
| 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) Mosel Vitelic Inc Aumos Technologies Inc. (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) |
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 |
End ofperiod | End ofperiod | End ofperiod | ||
|---|---|---|---|---|---|---|
| Number of shares Carrying amount 603,326 $ 11,243 1,492,040 - 36,563 3,875 7,517,500 - 1,814,584 - 1,600,000 - 1,364,903 - 32,387 604 340,200 - 200,829 1,183 560 6 224,000 - 43,819 - |
Shareholding percentage Fair value 1.34 $ 11,243 5.28 - 4.88 3,875 - - - - - - 16.24 - 0.07 604 0.41 - 2.37 1,183 0.56 6 - - - - |
Remarks Note2 Note1 Note1 Note1 Note2 |
||||
percentage 1.34 5.28 4.88 - - - 16.24 0.07 0.41 2.37 0.56 - - |
Note: The subsidiary Vision2000 Venture Ltd. (Cayman) executed dissolution according to the resolution of the board of directors or 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.
Note2: The subsidiary Bou Der Investment Ltd executed dissolution according to the resolution of the board of directors of the Company on July 27, 2023. Subsequently, after the Company purchased all of its securities, it obtained the dissolution approval registration letter issued by competent authority on November 23, 2023, and was still in the process of liquidation.
Table 1 Page1
Mosel Vitelic Inc.
Total purchases from or sales to the related party reaching NT$100 million or 20% of paid-in capital or more
| Table 2 Company of purchase (sales) Mosel Vitelic Inc. |
Transaction party name Actron Technology Corporation |
Relationship Parent compamy |
Transaction Purchase (Sale) Sales ($ |
Transaction | Details Amount 468,324) |
For the Year Ended December 31, 2023 (In Thousands of New Taiwan Dollars, Unless Specified Otherwise) Abnormal Transaction and Reason Notes, accounts receivable (payable) Percentage of total purchase (sale) Credit period Unit price Credit period Balance Percentage of total notes/ accounts receivable (payable) Remarks ( 32.19%) Net 30 days Not applicable Not applicable $ 86,875 40.04% |
For the Year Ended December 31, 2023 (In Thousands of New Taiwan Dollars, Unless Specified Otherwise) Abnormal Transaction and Reason Notes, accounts receivable (payable) Percentage of total purchase (sale) Credit period Unit price Credit period Balance Percentage of total notes/ accounts receivable (payable) Remarks ( 32.19%) Net 30 days Not applicable Not applicable $ 86,875 40.04% |
|---|---|---|---|---|---|---|---|
Table 2 Page1
Mosel Vitelic Inc.
The Business Relationship, Significant Transactions, and Significant Transaction Amount between Parent and Subsidiaries, or among Subsidiaries
For the Year Ended December 31, 2023
| Table 3 No. (Note 1) 0 0 0 0 0 |
Name of transaction party Mosel Vitelic Inc. Mosel Vitelic Inc. Mosel Vitelic Inc. Mosel Vitelic Inc. Mosel Vitelic Inc. |
Relationship with transaction party Transaction party (Note 2) Item DenMOS Technology Inc. 1 Accounts receivable $ DenMOS Technology Inc. 1 Sales revenue DenMOS Technology Inc. 1 Other receivables DenMOS Technology Inc. 1 Rental revenue DenMOS Technology Inc. 1 Deposits received |
Amount 5,706 38,324 187 526 206 |
Transaction status |
|---|---|---|---|---|
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 “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 subsidiary 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.
Names, locations and other information of investee companies (Excluding Those in Mainland China)
For the Year Ended December 31, 2023
(In Thousands of New Taiwan Dollars, Unless Specified Otherwise)
| Table 4 Name of investor Name of investee Mosel Vitelic Inc. DenMOS Technology Inc. Mosel Vitelic Inc. Mou-Fu Investment Consultant., Ltd Mosel Vitelic Inc. Bou-Der Investment, Ltd.. Mosel Vitelic Inc. Giant Haven Investments Ltd. (BVI) Mosel Vitelic Inc. Vision2000 Venture Ltd. (Cayman) Mosel Vitelic Inc. Integrated Memory Technologies, Inc. Mou-Fu Investment Consultant., Ltd Bou-Der Investment, Ltd.. Mou-Fu Investment Consultant., Ltd DenMOS Technology Inc. Giant Haven Investments Ltd. (BVI) Third Dimension Semiconductor, Inc. |
Location Taiwan Taiwan Taiwan British Virgin Islands Cayman Islands U.S.A. Taiwan Taiwan U.S.A. |
Main business Sales and manufacturing of integrated circuit Lease, manpower dispatch and various services Investment holding General investment General investment Flash memory design house Investment holding Sales and manufacturing of integrated circuit 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 44,753 44,753 1,356,365 1,356,365 25,863 25,863 314,640 314,640 |
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 44,753 44,753 1,356,365 1,356,365 25,863 25,863 314,640 314,640 |
End of term holding Number of shares Percentage 9,113,722 80.24 12,011,900 100.00 6,399,501 46.71 1,900 100.00 - - 2,500,000 23.00 6,839,233 49.92 471,281 4.15 49,182,884 43.00 |
End of term holding | Carrying amount $ 102,855 110,947 35,643 71,406 - - 38,096 5,475 - |
Unless Specified Current profit or loss of investee Current investment profit or loss recognized ($ 8,471) ($ 6,797) 479 479 654 305 3,098 3,098 ( 1) ( 1) - - 654 326 ( 8,471) ( 352) 4,294 - |
Otherwise Remarks |
|---|---|---|---|---|---|---|---|---|---|
( ( |
|||||||||
| period $ 291,820 2,313,124 1,264,372 664,061 - 44,753 1,356,365 25,863 314,640 |
|||||||||
$ 291,820 2,313,124 1,264,372 664,061 810,590 44,753 1,356,365 25,863 314,640 |
Note2 Note1 Note2 |
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.
Note2: The subsidiary Bou Der Investment Ltd executed dissolution according to the resolution of the board of directors of the Company on July 27, 2023. Subsequently, after the Company purchased all of its securities, it obtained the dissolution approval registration letter issued by competent authority on November 23, 2023, and was still in the process of liquidation.
Table 4 Page1
Mosel Vitelic Inc. Information on Major Shareholders December 31, 2023
| Table 5 Name of major shareholder Actron Technology Corporation |
Shares | |
|---|---|---|
| Number of shares held 46,925,459 |
Shareholding percentage | |
| 30.05% |
Table 5 Page1