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MVI Audit Report / Information 2023

Nov 14, 2023

52016_rns_2023-11-14_bb0bb27b-af21-4bd9-a701-005a4d34217d.pdf

Audit Report / Information

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Mosel Vitelic Inc. and Subsidiaries

Consolidated Financial Statements and

Independent Auditor’s Report

For the Years Ended December 31, 2023 and 2022 (Stock Code: 2342)

Company Address: No. 1, Yanxin 1st Rd., Hsinchu Science Park, Telephone: (03)578-3344

~1~

Mosel Vitelic Inc. and Subsidiaries

Consolidated 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.
Declaration
IV.
Independent Auditors’ Report
V.
Consolidated Balance Sheets
VI.
Consolidated Statement of Comprehensive Income
VII.
Consolidated Statement of Changes in Equity
VIII. Consolidated Statement of Cash Flows
IX.
Notes to Consolidated Financial Statements
(I)
General
(II)
Authorization Date and Procedures of The Financial Statements
(III) New Standards, Amendments and Interpretations Adopted
(IV) Summary of Significant Accounting Policies
(V)
Significant Accounting Assumptions and Judgments, and Key Sources
of Estimation Uncertainty
(VI) Details of Significant Accounts
(VII) Related Party Transactions
Page No.
1
2 ~ 3
4
5 ~ 9
10 ~ 11
12 ~ 13
14
15
16 ~ 69
16
16
16 ~ 17
17 ~ 30
30 ~ 31
31 ~ 55
56 ~ 57

~2~

Item
(VIII) Pledged Assets
(IX)
Significant Contingent Liabilities and Unrecognized Contract
Commitments
(X)
Losses Due to Major Disasters
(XI)
Significant Subsequent Events
(XII)
Others
(XIII) Additional Disclosures
(XIV) Operating Segment Information
Page No.
58
58
58
58
59 ~ 67
67~ 68
68 ~ 69

~3~

Mosel Vitelic Inc.

Affiliated Companies Consolidated Financial Statements Declaration

We hereby declare that we have confirmed the companies which are required be included in the affiliated companies consolidated financial statements as of and for the year ended on December 31, 2023, in accordance with "Criteria Governing the Preparation of Affiliation Reports" and "Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises" are the same as those included in the consolidated financial statements prepared in conformity with the International Financial Reporting Standards 10. The related information has been disclosed in consolidated financial statements and will hence not be prepare a separate set of consolidated financial statements of the affiliated companies.

Declared by

Company Name: Mosel Vitelic Inc.

Chairman: I-Hsien Tang

February 6, 2024

~4~

Independent Auditors’ Report

The Board of Directors and Shareholders Mosel Vitelic Inc.

Opinion

We have audited the accompanying consolidated financial statements of Mosel Vitelic Inc. and its subsidiaries (the “Group”), which comprise the consolidated balance sheets as of December 31, 2023 and 2022, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2023 and 2022, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulation Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

~5~

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the Group for the year ended December 31, 2023. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matters for the Group's consolidated financial statements for the year ended December 31, 2023 are stated as follows:

Recognition of foundry service income

Description

Please refer to Note 4(27) of the consolidated financial statements for detailed accounting policies on foundry service revenue recognition. Please refer to Note 6(21) of the consolidated financial statements for details of operating revenue.

For the foundry service revenue of Mosel Vitelic Inc. (the “Company”), the revenue is recognized over time. Since the completion level is determined based on the actual cost

incurred over the estimated total cost, it involves estimation uncertainly. As the foundry service revenue is considered to have material impact on the financial statements, we are of the opinion that the foundry service revenue of the Company shall be listed as a key audit matter for the current year.

Responding Audit Procedures

The responding audit procedures for the recognition of foundry service income adopted by us are as follows:

  1. Interviewed with the management to understand and assess relevant accounting policies on revenue recognition, and tested relevant internal control design and implementation status.

  2. 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.

  3. Understood relevant procedures adopted by the Company for the estimated total cost summarization and assessed the reasonableness of completion percentage estimation.

  4. Randomly inspected the sales price and contract performance obligation of original sales orders, in order to verify the accuracy of service revenue recognition.

~6~

Other Matters – Parent Company Only Financial Statements

We have also audited the parent company only financial statements of Mosel Vitelic Inc. as of and for the years ended December 31, 2023 and 2022 on which we have issued an unmodified opinion.

Responsibilities of Management Level and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including the Audit Committee, are responsible for overseeing the Group’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the consolidated financial statements.

As part of an audit in accordance with the Standards on Auditing of the Republic of China,

~7~

we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  1. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of the Group.

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

  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Group to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.

  5. Evaluate the overall presentation, structure and content of the consolidated financial statements, including the accompanying notes, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  6. Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any

~8~

significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with statements that we have complied with relevant independence declaration specified in the Code of Ethics for Professional Accountants of the Republic of China, and we have also communicated with governance on all relationships and other matters (including relevant protective measures) that may reasonably be thought to bear on our independence.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2023 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audits resulting in this independent auditors’ report are Ya-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.

~9~

Mosel Vitelic Inc. and Subsidiaries Mosel Vitelic Inc. and Subsidiaries Mosel Vitelic Inc. and Subsidiaries
Consolidated Balance Sheets
December 31, 2023 and 2022
(In Thousands of New Taiwan Dollars)
December 31,2023 December 31,2022
Assets Notes Amount % Amount %
Current assets
1100 Cash and cash equivalents 6(1) $ 988,930 29 $ 1,774,765 42
1136 Financial assets at amortized cost - 6(3) and 8
current 721,333 21 647,686 16
1170 Accounts receivable, net 6(4) 127,588 4 249,612 6
1180 Accounts receivable - related parties, 6(4) and 7
net 86,875 2 91,630 2
1200 Other receivables
8,204 - 6,315 -
1220 Current tax assets
5,132 - 1,968 -
130X Inventories 6(5) 268,794 8 290,830 7
1410 Prepayments 6(6) and 9(2) 26,933 1 24,695 1
11XX Total current assets
2,233,789 65 3,087,501 74
Non-current assets
1517 Financial assets at fair value through 6(2)
other comprehensive income -
non-current 16,911 - 29,337 1
1535 Financial assets at amortized cost - 6(3) and 8
non-current 17,907 1 17,907 -
1600 Property, plant and equipment 6(8) 723,743 21 461,699 11
1755 Right-of-use assets 6(9) 298,854 9 306,655 7
1780 Intangible assets 906 - 498 -
1900 Other non-current assets 6(10) 124,877 4 280,064 7
15XX Total non-current assets
1,183,198 35 1,096,160 26
1XXX Total assets $ 3,416,987 100 $ 4,183,661 100

(Continued on next page)

~10~

Mosel Vitelic Inc. and Subsidiaries Consolidated Balance Sheets December 31, 2023 and 2022

Liabilities and equity (In Thousands of New Taiwan Dollars)
December 31,2023
December 31,2022
Notes
Amount
%
Amount
%
6(21)
$ 14,497
- $ 15,320
-

7
-
7
-
6(11)

108,701
3
172,573
4
7

20,761
1
-
-
6(12)

202,235
6
396,701
10
7

1,327
-
-
-

183
-
555
-

9,318
-
8,093
-
6(13) and 7

229,303
7
298,831
7

586,332
17
892,080
21


306,134
9
312,347
8
6(14) and 7

160,609
5
290,619
7

466,743
14
602,966
15

1,053,075
31
1,495,046
36

6(17)


1,571,567
46
1,561,567
37
6(18)


594,701
17
570,051
14
6(19)


80,899
2
52,665
1
e

80,827
2
78,822
2

122,490
4
480,078
12
6(20)

(
109,744) (
3) (
80,825) (
2)

2,340,740
68
2,662,358
64
4(3)

23,172
1
26,257
-

2,363,912
69
2,688,615
64
9

11

$ 3,416,987
100 $ 4,183,661
100
Current liabilities
2130
Contract liabilities - current

2150
Notes payable
2170
Accounts payable

2180
Accounts payable - related parties
2200
Other payables

2220
Other payables - related parties

2230
Current tax liabilities
2280
Lease liabilities - current
2300
Other current liabilities

21XX
Total current liabilities
Non-current liabilities
2580
Lease liabilities - non-current
2600
Other non-current liabilities

25XX
Total non-current liabilities
2XXX
Total liabilities
Equity attributable to the owners of
the parent company
Share capital

3110
Common shares
Capital surplus

3200
Capital surplus
Retained earnings

3310
Appropriated as legal capital reserve
3320
Appropriated as special capital reserv
3350
Unappropriated earnings
Other equity interest

3400
Other equity interest
31XX
Total equity attributable to the
owners of the parent company
36XX
Non-controlling interests

3XXX
Total equity
Significant contingent liabilities and
unrecognized contract commitments

Significant Subsequent Events

3X2X
Total liabilities and equity

The accompanying notes are an integral part of the consolidated financial statements.

Chairman: I-Hsien Tang

Managerial Officer: Chien Chih Lu

Accounting Officer: Ya-Fei Yang

~11~

Mosel Vitelic Inc. and Subsidiaries

Consolidated 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
$ 1,483,112
100
$ 2,151,511
100
6(5) (26)
(27)
(
1,418,438)(
96)(
1,533,642) (
71)
64,674
4
617,869
29
6(26) (27)
(
21,790) (
1) (
22,911) (
1)
(
112,592) (
8) (
122,384) (
6)
(
125,710) (
8) (
114,271) (
5)
12(2)
(
182)
-
-
-
(
260,274)(
17)(
259,566) (
12)
(
195,600)(
13)
358,303
17

6(22)
41,531
3
24,220
1
6(23)
10,269
1
2,410
-
6(24)
(
24,653) (
2)
178,152
8
6(25)
(
8,075)(
1)(
8,242)
-
19,072
1
196,540
9
(
176,528) (
12)
554,843
26
6(28)
(
183)
-
(555)
-
($ 176,711) (
12)
$ 554,288
26
6(15)
$ 4,219
-
$ 33,545
1
6(2) (20)
(
5,478)
-(
2,431)
-
($ 1,259)
-
$ 31,114
1
($ 177,970)(
12)
$ 585,402
27
($ 175,411) (
12)
$ 550,228
26
(
1,300)
-
4,060
-
($ 176,711) (
12)
$ 554,288
26
4000
Operating revenue

5000
Operating costs

5900
Gross profit
Operating expenses

6100
Sales and marketing expenses
6200
General and administrative
expenses
6300
Research and development
expenses
6450
Expected credit losses

6000
Total operating expenses
6900
Operating (loss) income
Non-operating income and expenses
7100
Interest income

7010
Other income

7020
Other gains and losses

7050
Financial costs

7000
Total non-operating income and
expenses
7900
Net (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

8300
Other comprehensive income
(loss), net
8500
Total comprehensive (loss) income
Net (loss) income attributable to:
8610
Owners of the parent company
8620
Non-controlling interests

(Continued on next page)

~12~

Mosel Vitelic Inc. and Subsidiaries

Consolidated 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
Notes
Amount
%
($ 176,659) (
12)
(
1,311)
-
($ 177,970)(
12)
6(29)
($ 1.12)
($ 1.12)
2022 %
27
-
27
3.53
3.48
Amount
$ 581,309
4,093
$ 585,402
$
Total comprehensive (loss) income
attributable to:
8710
Owners of the parent company
8720
Non-controlling interests
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 consolidated financial statements.

Chairman: I-Hsien Tang

Managerial Officer: Chien Chih Lu Accounting Officer: Ya-Fei Yang

~13~

Consolidated Statement of Changes in Equity For the years ended, 2023 and 2022

(In Thousands of New Taiwan Dollars)

Notes
2022
Balance, January 1, 2022
Net income
Other comprehensive income(loss)
6(20)
Total comprehensive income
Appropriation and distribution of 2021 retained earnings
6(19)
Legal reserve
Special reserve
Cash dividends
Share-based compensation costs
6(16) (20)
Balance, December 31, 2022
2023
Balance, January 1, 2023
Net income
Other comprehensive income (loss)
6(20)
Total comprehensive income (loss)
Appropriation and distribution of 2022 retained earnings
6(19)
Legal reserve
Special reserve
Cash dividends
Issuance of new restricted employee shares
6(16) (17)(18) (20)
Share-based compensation costs
6(16)
Cash dividends distributed by subsidiary to non-controlling
interest
Balance, December 31, 2023
Notes Equityattributable to o Equityattributable to o Equityattributable to o wners of theparent company company Non-controlling
interests
Total equity
C ommon shares Capital surplus Retained earnings Otherequityinterest Total
Legal reserve Special reserve Retained
earnings
(accumulated
deficits)
Unrealized gain
(losses)on
financial assets
measured at fair
value through
other
comprehensive
income
Unearned
compensation of
employees
$ 1,561,567
-
-
-
-
-
-
-
$ 1,561,567
$ 1,561,567
-
-
-
-
-
-
10,000
-
-
$ 1,571,567
$ 570,051
-
-
-
-
-
-
-
$ 570,051
$ 570,051
-
-
-
-
-
-
24,650
-
-
$ 594,701
$ -
-
-
-
52,665
-
-
-
$ 52,665
$ 52,665
-
-
-
28,234
-
-
-
-
-
$ 80,899
$ 36,808
-
-
-
-
42,014
-
-
$ 78,822
$ 78,822
-
-
-
-
2,005
-
-
-
-
$ 80,827

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

~14~

Mosel Vitelic Inc.

Parent Company Only Statement of Cash Flows For the years Ended December 31, 2023 and 2022

Cash flows from operating activities
Net 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

Gain on disposal or retirement of property, plant and equipment
Changes in operating assets/liabilities
Net changes in operating assets
Accounts receivable
Accounts receivable - related parties
Other receivables
Inventories
Prepayments
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) returned
Net cash (outflow) inflow from operating activities
Cash flows from Investing activities
Cash refund from capital reduction of financial assets at fair value
through other comprehensive income

Acquisition of financial assets at amortized cost
Disposal of financial assets at amortized cost
Acquisition of property, plant and equipment

Proceeds from disposal of property, plant and equipment
Acquisition of intangible assets
Decrease in refundable deposits
Net cash (outflow) inflow from investing activities
Cash flows from financing activities
Decrease in guaranteed deposits

Repaid principal of lease liabilities

Dividends paid

Interest paid

Issuance of new restricted employee shares
Cash dividends distributed by subsidiary to non-controlling interest
Net cash outflow from financing activities
(Decrease) increase in cash and cash equivalents
Balance of cash and cash equivalents at beginning of year

Balance of cash and cash equivalents at end of year
(In Thousands of New Taiwan Dollars)
Notes
2023
2022
( $ 176,528 ) $ 554,843
6(8) (9) (26)
78,202
56,154
6(26)
212
222
12(2)
182
-
6(25)
8,075
8,242
6(22)
(
41,531 ) (
24,220 )
6(23)
(
603 ) (
473 )
6(16)
1,198
626
6(24)
(
2,150 )
-
121,993
12,011
4,604 (
8,808 )
557
2,797
22,036 (
81,425 )
(
2,238 )
3,714
(
823 ) (
8,513 )
(
63,872 ) (
5,505 )
20,761
-
(
58,444 )
25,012
1,327
-
1,821 (
1,592 )
(
11,391 ) (
10,970 )
(
96,612 )
522,115
39,085
21,796
603
473
(
3,719 ) (
1,395 )
(
60,643 )
542,989
6(2)
6,948
3,938
(
695,517 ) (
1,137,708 )
621,870
2,301,647
6(30)
(
154,932 ) (
129,606 )
2,150
-
(
620 )
-
1,667
1,665
(
218,434 )
1,039,936
6(31)
(
185,749 ) (
190,036 )
6(31)
(
8,846 ) (
10,623 )
6(31)
(
312,314 ) (
78,078 )
6(9)(31)
(
8,075 ) (
8,242 )
10,000
-
6(31)
(
1,774 )
-
(
506,758 ) (
286,979 )
(
785,835 )
1,295,946
6(1)
1,774,765
478,819
6(1)
$ 988,930$ 1,774,765

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

~15~

Mosel Vitelic Inc. and Subsidiaries Notes to Consolidated 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 and its subsidiaries (collective referred to as “the Group”) focuses on the field of power semiconductor devices and power management IC. The main products include Trench Power MOSFET, trench IGBT, Analog IC, Trench Schottky Diodes and electrostatic protection devices as well as various diodes. The customer end products are widely applied to the fields of computers, LCD monitors and televisions, mobile phone batteries, machine tools, LED lighting, power supplies and automotive electronics.

II. Authorization Date and Procedures of The Financial Statements

The accompanying consolidated financial statements were approved and authorized for issuance by the Board of Directors on 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 2023 are as follows:

New,Revised or Amended Standards andInterpretations
Amendments to IAS 1 “Disclosure of Accounting Policy”
Amendments to IAS 8 “Definition of Accounting Estimates”
Amendments to IAS 12 “Deferred Tax Related to Assets and Liabilities
Arising from a Single Transaction”
Amendments to IAS 12 “International Tax Reform—Pillar Two Model
Rules”
Effective date
issued byIASB
January 1, 2023
January 1, 2023
January 1, 2023
May 23, 2023

The Group has assessed the aforementioned standards and interpretations, and concluded that

they do not have significant effects on the Group’s financial position and financial performance.

(II) Effect of new issuances or amendments to International Financial Reporting Standards

(“IFRSs”) endorsed by the FSC but not yet adopted by the Group

The applicable new promulgated, amended and revised standards and interpretations of IFRSs endorsed by the FSC in 2024 are as follows:

~16~

New,Revised or Amended Standards andInterpretations
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 Group has assessed the aforementioned standards and interpretations, and concluded that the y do not have significant effects on the Group’s financial position and financial performance.

(III) Effects of the IFRSs issued by IASB but not yet endorsed by the FSC

New standards and interpretations of and amendments to the IFRSs issued by IASB but not yet endorsed by the FSC are as follows:

New,Revised or Amended Standards andInterpretations
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 decided by
IASB
January 1, 2023
January 1, 2023
January 1, 2023
January 1, 2025

The Group has assessed the aforementioned standards and interpretations, and concluded that the y do not have significant effects on the Group’s financial position and financial performance.

IV. Summary of Significant Accounting Policies

The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the periods presented unless otherwise stated.

(I) Statement of Compliance

These consolidated financial statements were prepared in accordance with the ‘Regulations Governing the Preparation of Financial Reports by Securities Issuers’, the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), Interpretations of IFRS (IFRIC), and Interpretations of IAS (SIC) (collectively referred to as the “IFRSs”) endorsed and announced by the FSC.

~17~

(II) Basis of Preparation

  1. Except for the following significant accounts, the consolidated financial statements have been prepared under the historical cost convention:

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

  3. (2) Financial assets at fair value through other comprehensive income.

  4. (3) Defined benefit liabilities recognized based on the net amount of pension fund assets less present value of defined benefit obligation.

  5. The preparation of financial statements in conformity with the IFRSs requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 5.

(III)Basis of Consolidation

  1. Principles for preparing the consolidated financial statements:

  2. (1) All subsidiaries are included in the Group's consolidated financial statements. Subsidiaries refer to all entities controlled by the Group. The Group controls an entity when the Group is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Consolidation of subsidiaries in the financial statements begins from the date the Group obtains control of the subsidiaries and ceases when the Group loses control of the subsidiaries.

  3. (2) Inter-company transactions, balances, and unrealized gains or losses on transactions between companies within the Group are eliminated. Accounting policies of subsidiaries have been adjusted where necessary to ensure consistency with the policies adopted by the Group.

  4. (3) The composition portion of the profit/loss and other comprehensive income/loss are attributed to the owners and non-controlling interests of the parent company; the total comprehensive income/loss is also attributed to the owners and non-controlling interests of the parent company, and the same is true even when the non-controlling interests consequently become deficit balance.

  5. (4) Changes in the Company's ownership interest in a subsidiary that does not result in the Company’s losing control (and non-controlling equity transaction) of the subsidiary are equity transactions, and it is also considered a transaction between owners. 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.

  6. (5) When the Group loses control of a subsidiary, the Group remeasures any investment retained in the former subsidiary at its fair value. That fair value is regarded as the fair value on initial recognition of a financial asset or the cost on initial recognition of the associate or joint venture. Any difference between fair value and the book value is recognized in profit or loss of the current period. All amounts previously recognized in other comprehensive income in relation to the subsidiary are reclassified to profit or loss on the same basis as would be required if the related assets or liabilities were disposed of. That is, when the Group loses control of a subsidiary, all gains or losses previously recognized in other comprehensive income in relation to the subsidiary should be reclassified from equity to profit or loss, if such gains or losses would be reclassified to profit or loss when the related assets or liabilities are disposed of.

~18~

2. The subsidiaries in the consolidated financial statements:

Name of
Investor
Name of
Subsidiary
Major Business
ShareholdingPercentage
December31,2023
December31,2022

100.00
100.00
-
100.00
100.00
100.00
46.71
46.71
80.24
80.24
49.92
49.92
4.15
4.15
ShareholdingPercentage
December31,2023
December31,2022

100.00
100.00
-
100.00
100.00
100.00
46.71
46.71
80.24
80.24
49.92
49.92
4.15
4.15
Description
December31,2023
Mosel
Vitelic Inc.

Mosel
Vitelic Inc.

Mosel
Vitelic Inc.

Mosel
Vitelic Inc.

Mosel
Vitelic Inc.

Mou Fu
Investment
Consultant
Ltd.

Mou Fu
Investment
Consultant
Ltd.
Giant Haven
Investments
Ltd.(B.V.I)

Vision2000
Venture
Ltd.(Cayman)

Mou Fu
Investment
Consultant Ltd.

Bou Der
Investment Ltd.

DenMOS
Technology Inc.

Bou Der
Investment Ltd

DenMOS
Technology Inc.
Holding company
Holding company
Lease, labor dispatch
and various services
Investment holding
Sales and
manufacturing of
integrated circuits
Investment holding
Sales and
manufacturing of
integrated circuits
100.00
-
100.00
46.71
80.24
49.92
4.15
100.00
100.00
100.00
46.71
80.24
49.92
4.15
Note 3
Note 1,4
Note 2
Note 1,4
Note 2
  • Note 1: The Company and Mou Fu Investment Consultant Ltd, the subsidiary 100% owned by the company, totally hold 96.63% of the shares.

  • Note 2: The Company and Mou Fu Investment Consultant Ltd, the subsidiary 100% owned by the company, totally hold 84.39% of the shares.

  • Note 3: The subsidiary Vision2000 Venture Ltd. (Cayman) executed dissolution according to the resolution of the board of directors of the Company on November 2, 2021. Subsequently, after Vision2000 Venture Ltd. (Cayman) sold all of its securities held to the Company, it obtained the dissolution approval registration letter issued by the local competent authority on October 4, 2022, and the dissolution and resignation cancellation effective date was January 2, 2023.

  • Note 4: 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 registration letter issued by competent authority on November 23, 2023, and was still in the process of liquidation.

  • Subsidiaries not included in the consolidated financial statements: None.

  • Adjustments for subsidiaries with different balance sheet dates: None.

  • Significant restrictions: None.

~19~

6. Subsidiaries with significant non-controlling interests for the Group

The total non-controlling interests of the Group as of December 31, 2023 and 2022 were NT$23,172 and NT$26,257, respectively. The following provides information on the non-controlling interests and subsidiaries thereof having materiality on the Group:

Non-controlling interests

Name ofSubsidiary Main Operating
Location
December31,2023
Amount
Shareholding
Percentage
$ 2,571
3.37%

20,601
15.61%
$ 23,172
December31,2022 December31,2022
Amount Amount
$ 2,560
23,697
$ 26,257
Shareholding
Percentage
Bou Der Investment
Ltd

DenMOS Technology
Inc.
Taiwan
Taiwan

$ 2,571
20,601
$ 23,172
3.37%
15.61%

Summary of financial information of subsidiaries:

Balance Sheets

Current assets
Non-current assets
Current liabilities
Total net assets
Current assets
Non-current assets
Current liabilities
Total net assets
BouDer InvestmentLtd BouDer InvestmentLtd
December31,2023
December31,2022
$ 76,588
-
(283)
$ 73,055
2,992
( 80)
$ 76,305 $ 75,967
DenMOSTechnologyInc.
December31,2023 December31,2022
$ 139,630 $ 178,432
206 206
( 7,857) (26,829)
$131,979 $151,809

~20~

Statement of Comprehensive Income

Statement of Comprehensive Income
Revenue
$
Net income before tax
Income tax expenses
Net income
Other comprehensive income (loss)
(net amount after tax)
(
Total comprehensive income of the year
$ Total comprehensive income attributable to
Non-controlling Interests
$ Revenue
$
Net (loss) income before tax
(
Income tax expenses
(
Net (loss) income
(
Other comprehensive (loss) income
(net amount after tax)
Total comprehensive (loss) income of the year
($ Total comprehensive (loss) income attributable to
Non-controlling Interests
($
Non-controlling interests dividends paid
($
Statement of Cash Flows
Net cash inflow from operating activities
Net cash inflow from investment activities
Increase in cash and cash equivalents of the current
period
Balance of cash and cash equivalents at beginning of
period
Balance of cash and cash equivalents at end of the
period
BouDer InvestmentLtd
2023

2022
--$-
654
532
-
-
654
532
316)
963
338
$ 1,495
11
$ 50
DenMOSTechnologyInc.
2023
2022
66,495 -
$223,087
8,288)
26,447
183)
( 555)
8,471)
25,892
-
-
8,471)
$ 25,892
1,322)
$4,043
1,744)
$-
BouDer InvestmentLtd

2022
$-
$
532
-
( 532
963
$ $ 1,495
$ $ 50
$
(
(
(
($
2023
$ 858
5,576
6,434
3,055
$ 9,489
2022
$ 532
-
532
2,523
$ 3,055

~21~

Net cash inflow from operating activities
Net cash (outflow) inflow from investing activities
Net cash (outflow) from financing activities
(Decrease) Increase in cash and cash equivalents for
the current period
Balance of cash and cash equivalents at beginning of
period
Balance of cash and cash equivalents at end of the
period
DenMOSTechnologyInc. DenMOSTechnologyInc.
2023
$ 6,429
( 8,997)
(11,358)
(13,926)
93,587
$ 79,661
2022
$ 21,868
3,978
-
25,846
67,741
$ 93,587

(IV)Foreign Currency Translation

Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The consolidated financial statements are presented in New Taiwan Dollars, which is the Group’s functional currency.

Foreign currency translation and balances

  • (1) Foreign currency derived from transactions was translated into the functional currency using the spot exchange rate prevailing on the measurement date or the trade date, with the resulting exchange difference recognized as gain or loss.

  • (2) The balance of monetary assets or liabilities denominated in foreign currency is adjusted by the exchange rate prevailing at the balance sheet date, with the resulting differences recognized as gain or loss.

  • (3) Non-monetary assets or liabilities denominated in foreign currency are adjusted by the spot exchange rate on the balance sheet date, with the resulting difference recognized in profit or loss if they are measured at fair value through profit or loss, or in other comprehensive income if they are measured at fair value through other comprehensive income. If they are not measured at fair value, they are measured by applying the historical exchange rate on the transaction date.

  • (4) All other foreign exchange gains and losses based on the nature of those transactions are presented in the statement of comprehensive income within ‘other gains and losses’.

(V) Classification of Current and Non-current Assets and Liabilities

  1. Assets that meet one of the following criteria are classified as current assets; otherwise they are classified as non-current assets:

  2. (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;

  3. (2) Assets held primarily for the purpose of trading;

  4. (3) Assets that are expected to be realized within 12 months after the balance sheet date.

  5. (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.

  6. Assets that do not meet the above criteria are classified as non-current assets by the Group.

  7. Liabilities that meet one of the following criteria are classified as current liabilities:

~22~

  • (1) Liabilities that are expected to be settled within the normal operating cycle.

  • (2) Liabilities held primarily for the purpose of trading;

  • (3) Liabilities that are expected to be settled within 12 months after the balance sheet date.

  • (4) Liabilities for which the repayment date cannot be extended unconditionally to more than 12 months after balance sheet date. Terms of a liability that could, at the option of the counterparty, result in its transactions by the issue of equity instruments do not affect its classification.

Liabilities that do not meet the above criteria are classified as non-current liabilities by the Group.

(VI)Cash equivalents

Cash equivalents are highly liquid investments that are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value. Time deposits that fit the said definition and are intended to meet short-term operating cash commitments are classified as cash equivalents.

(VII)Financial assets at fair value through profit or loss

  1. Financial assets not measured at cost after amortization or not measured at fair value through other comprehensive income.

  2. The Group adopts the trade date accounting to account for financial assets at fair value through profit or loss that are arm’s length transaction s .

  3. At initial recognition, the Group measures financial assets at fair value and recognizes relevant transaction costs as profit or loss, and subsequently, the Group measures the financial assets at fair value, and recognize its gain or loss as profit or loss.

  4. The Group recognizes dividend revenue in profit or loss when (a) the Group’s right to the dividends is established; (b) the economic benefits associated with dividends are probable to flow to the Group; and (c) such dividends can be reliably measured.

(VIII)Financial assets at fair value through other comprehensive income

  1. 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.

  2. The Group uses trade date accounting to account for financial assets at fair value through other comprehensive income that are arm’s length transactions.

  3. They are measured initially at the fair value plus transaction costs and subsequently at fair value. If they are equity instruments, their fair value changes are recognized in other comprehensive income; upon derecognition, the accumulated gains or losses in other comprehensive income are not transferred to profit or loss, but to retained earnings. The Group recognizes dividend revenue in profit or loss when (a) the Group’s right to the dividends is established; (b) the economic benefits associated with dividends are probable to flow to the Group; and (c) such dividends can be reliably measured.

(IX)Financial assets at amortized cost

  1. Financial assets that simultaneously satisfy the following criteria are classified in this category:

  2. (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

  3. (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.

  4. On a regular way purchase or sale basis, the Group recognizes or derecognizes financial

~23~

assets at amortized cost by using settlement date accounting.

  1. During the initial recognition the Group calculated the transaction cost measurement at fair value, and subsequently adopted the effective interest rate method to recognize the interest revenue according to the amortization procedure during the circulation period, and to recognize the impairment loss. In addition, during the derecognition, the gain or loss was recognized in the income or loss.

  2. The Group recognizes its time deposits not qualified as cash equivalents at the investment amount because they are held for a short period of time and so have insignificant discount effect.

  3. The Group reclassified bank deposits to financial assets at amortized cost since bank deposits are not in conformity with the definition of cash and cash equivalents.

(X) Accounts receivables and notes receivables

  1. Accounts receivable and notes receivable denote that the Group has unconditional right to the consideration, in the form of receivables or notes, for the goods and services transferred.

  2. The Group measures short-term accounts receivable and notes receivables that do not bear an interest at the invoice value because they have insignificant discount effect.

(XI)Impairment of financial assets

At the end of each reporting period, the Group considers financial assets at amortized cost and lease payments receivable, including significant financial components, and takes into consideration all reasonable and supporting information (including the forward-looking information). For financial assets of which the credit risk does not significantly increase since initial recognition, the Group recognizes the impairment provision equal to 12-month expected credit losses; for financial assets of which the credit risk significantly increases since initial recognition, the Company recognizes the impairment provision equal to the lifetime expected credit loss; for accounts receivables that do not contain significant financial components, the Group recognizes an allowance equal to lifetime expected credit losses.

(XII)Derecognition of financial assets

The Group derecognizes a financial asset when the contractual rights to receive cash flows from the financial asset expire.

(XIII)Inventories

Inventories are stated at the lower of cost and net realizable value. Cost is determined using the weighted-average method. The cost of finished goods and work in process comprises raw materials, direct labor, other direct costs, and related manufacturing expenses, excluding borrowing costs. The item by item approach is used in applying the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less the estimated cost of completion and applicable variable selling expenses.

(XIV)Investment accounted for using equity method - affiliates

  1. An affiliate is an entity over which the Group has significant influence but without control power, and it generally refers to an entity that the Group directly or indirectly holds more than 20% of shares of voting rights. The Group uses the equity method to account for its investments in affiliates, and costs are recognized during the acquisition thereof.

  2. The Group’s share of its affiliates’ post-acquisition profits or losses is recognized in profit or loss, and its share of post-acquisition movements in other comprehensive income is recognized in other comprehensive income. When the Group’s share of losses of an affiliate

~24~

equals or exceeds its interest in that affiliate (which includes any other unsecured accounts receivable), the Group discontinues recognizing its share of further losses; unless that the Group has incurred legal obligations, or constructive obligations, or made payments on behalf of that affiliate.

  1. When an affiliate is subject to equity change not for profit or loss or other comprehensive income and when the shareholding percentage of the affiliate held by the Group is not affected, the Group then recognizes all of the equity change as the “capital reserve” according to the shareholding percentage.

  2. The unrealized profit or loss generated from the transactions between the Group and an affiliate has been eliminated according to the equity ratio of the affiliate. Unless there is evidence indicating that the asset transferred in such transaction has an impairment, the unrealized loss is also eliminated. The accounting policies off affiliates have been adjusted where necessary to ensure consistency with the policies adopted by the Group.

  3. When the Group disposes an associate, if the Group loses its significant influence on the associate, then for all of the amounts related to the associate previously recognized in other comprehensive income, its accounting handling basis is identical to the disposal of relevant assets or liabilities directly, i.e. such as the profit or loss recognized in the other comprehensive income, it is re-classified as profit or loss during the disposal of relevant assets or liabilities, then when the Group losses its significant influence on the associate, such profit or loss shall be re-classified as profit or loss from equity. If the Company still has significant influence on the associate, then the amount previously recognized in the other comprehensive income is transferred out proportionally according to the aforementioned method.

(XV)Property, plant and equipment

  1. Property, plant, and equipment are initially recorded at cost. Borrowing costs incurred during the construction period are capitalized.

  2. Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognized. All other repair and maintenance is recognized in profit or loss when accrued.

  3. Property, plant, and equipment are subsequently measured at cost. Land is not depreciated. Other property, plant and equipment apply cost model and are depreciated using the straight-line method to allocate their cost over their estimated useful lives. Property, plant, and equipment is depreciated individually if they contain any significant components.

  4. The assets’ residual values, useful lives, and depreciation methods are reviewed, and adjusted if appropriate, at the end of the reporting year. If expectations for the assets’ residual values and useful lives differ from previous estimates or the patterns of consumption of the assets’ future economic benefits embodied in the assets have changed significantly, any change is accounted for as a change in estimate under IAS 8, ‘Accounting Policies, Changes in Accounting Estimates and Errors’, from the date of the change. The estimated useful lives of property, plant and equipment are as follows:

Buildings 2~56 years Machinery and equipment 2~20 years

~25~

Office equipment 2~20 years
Transportation equipment 6 years
Other equipment 2~21 years

(XVI)Lease transactions of a lessee - right-of-use assets/lease liabilities

  1. The Group recognizes right-of-use assets and lease liabilities for all leases at the date when they are available for the Group’s use. Low-value asset and short-term leases are recognized as expenses on a straight-line basis over the lease period.

  2. The Group measures its lease liability at commencement date by discounting future lease payments using its incremental borrowing interest rate, and lease payments refer to fixed payment amount.

Lease payments that are measured in subsequent periods using the effective interest rate method and amortized over the lease term. When a change in lease payments occurs not due to contract modification, lease liability will be remeasured, with such remeasurements adjusted to right-of-use assets.

  1. Right-of-use assets are recognized at costs at the inception of the lease. Cost includes:

  2. (1) The initial lease liability measured;

  3. (2) Lease payments made at the inception of the lease;

Right-of-use assets are subsequently measured at costs. Depreciation of right-of-use assets is recognized at the earlier of the end of the useful life and the end of the lease term. When a lease liability is remeasured, the Company adjusts the right-of-use asset for any remeasurements.

(XVII)Intangible assets

Intangible assets refer to computer software measured at the acquisition cost and amortized using the straight-line method over its estimated useful life, which is 1-5 years.

(XVIII)Impairment of financial assets

The Group assesses at each balance sheet date the recoverable amounts of those assets where there is an indication that they are impaired. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is an asset’s fair value less costs of disposition or its value in use, whichever is higher. When the circumstances or reasons for recognizing impairment loss for an asset in prior years no longer exist or diminish, the impairment loss is reversed. The increased carrying amount due to reversal should not be more than what the depreciated or amortized historical cost would have been if the impairment had not been recognized.

(XIX)Accounts and notes payables

  1. 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.

  2. The Group measures short-term accounts and notes payables without bearing interest at initial invoice amount since the effect of discounting is immaterial.

(XX)Derecognition of financial liabilities

  1. A financial liability is derecognized by the Group when the obligation specified in the

~26~

contract is either discharged, canceled or expires.

  1. The Group performs re-negotiation or modification on the cash flows of current terms of financial liabilities. When there is no material difference (reaching 10%), the re-negotiated or modified cash flows is used to calculate the total carrying amount of the financial liabilities based on the original effective interest rate along with the difference with the derecognized financial liabilities original recognized, such that the modified gain or loss is recognized as profit or loss.

(XXI) Offsetting of financial assets and liabilities

When there are legal executable rights to offset the financial asset and liability amount recognized, and settlement is intended to be made based on the net amount or realizing assets and settlement at the same time, the financial assets and liabilities can be offset with each other, and the net amount can be indicated on the balance sheets.

(XXII) Employee benefits

  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.

  1. Pension

  2. (1) Defined contribution plans

For defined contribution plans, the contributions are recognized as pension expenses when they are due on an accrual basis. Prepaid contributions are recognized as an asset to the extent of a cash refund from the plan or a reduction in future contributions to the plan.

  • (2) Defined benefit plans

    • A. Net obligation under a defined benefit plan is defined as the present value of an amount of pension benefits that employees will receive on retirement for their services with the Company in current period or prior period. The liability recognized in the balance sheets in respect of defined benefit pension plans is the present value of the defined benefit obligation at the balance sheet date less the fair value of plan assets. The defined benefit net obligation is calculated annually by independent actuaries using the projected unit credit method. The rate used to discount is determined by using interest rates of government bonds at the balance sheet date of a currency and term consistent with the currency and term of the employment benefit obligations.

    • B. Remeasurements arising on defined benefit plans are recognized in other comprehensive income in the period in which they arise and are recorded as retained earnings.

  • Employees’ compensation and remuneration of directors

  • Employees’ compensation and remuneration of directors are recognized as expenses and liabilities, provided that such recognition is required under legal or constructive obligations and those amounts can be reliably estimated. Any difference between the resolved amounts and the subsequently actual distributed amounts is accounted for as changes in estimates.

~27~

- (XXIII) Employees share based payments

  1. 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.

  2. Employee restricted shares:

  3. (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.

  4. (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.

  5. (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.

  6. (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 ".

(XXIV) Income tax

  1. Income tax expense comprises current tax and deferred tax. Income tax is recognized in profit or loss, except to the extent that it relates to items recognized in other comprehensive income or items recognized directly in equity. In these cases, the income tax is recognized in other comprehensive income or equity.

  2. The current income tax charge is calculated by applying the taxable income to the tax rate specified in the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Group operates. Management periodically evaluates positions taken in tax returns with respect to situations in accordance with applicable tax regulations. Where appropriate, management also estimates income tax liabilities based on the amounts expected to be paid to the tax authorities. An additional tax is levied on the unappropriated retained earnings and is recorded as income tax expense in the year the shareholders resolve to retain the earnings in a shareholders’ meeting of the following year.

  3. Deferred income tax is recognized, using the balance sheets liability method, upon temporary differences arising between the tax bases of assets and liabilities and their

~28~

carrying amounts in the consolidated balance sheets. However, the deferred income tax is not accounted for if it arises from the initial recognition of goodwill or of an asset or liability in a transaction (excluding corporate merger and acquisition) that, at the time of the transaction, affects neither accounting nor taxable profit (loss). Deferred income tax is provided on temporary differences arising on investments in subsidiaries and associates, except where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse 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.

  1. Deferred income tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized. At each balance sheet date, unrecognized and recognized deferred income tax assets are reassessed.

(XXV) Share capital

  1. Common shares are classified as equity. Incremental costs after income tax effect directly attributable to the issue of new shares or stock options are recognized in equity as a deduction from the proceeds.

  2. When the Company repurchased shares previously issued, the consideration paid includes any directly attributable additional costs after tax effect is recognized as a deduction of the shareholders’ equity. During the subsequent reissuance of repurchased shares, any directly attributable additional costs after income tax effect are deducted from the consideration received, and the difference from the carrying value is then recognized as an adjustment of shareholders’ equity.

(XXVI) Dividends distribution

Dividends are recorded in the Company’s financial statements in the period in which they are approved by the Company’s shareholders. Cash dividends are recorded as liabilities. Dividends distributed are recognized as stock dividends to be distributed and are recognized as common stocks on the new stock issuance base date.

(XXVII)Revenue recognition

1. Sale of goods

  • (1) The Group manufactures and sells integrated circuits and related products of components and systems. The sales revenue is recognized when the control of products is transferred to clients, i.e. when products are delivered to clients, and customers then have the discretion on the product sales subject and price, and the Group has no further obligation not performed that may impact clients accepting the products. When goods are transported to the designated location, the obsolete and impairment risks have been transferred to the customer, and the customer also accepts goods according to the sales contract, or when there is objective evidence proofing that all acceptable standards have been satisfied, which occurs when the goods are delivered to the customer.

  • (2) Product sales revenue is recognized with the contract price, and the recognized revenue amount is limited to the position that is unlikely to have material reversal in the future, and estimation is updated during each balance sheet date. The payment collection terms for product sales transactions are typically due 30~75

~29~

days after the shipping date. Since the goods or services are promised to be transferred to customers at the time when the payments are made by customers have not exceeded one year, consequently, the Group has not adjusted the transaction price to reflect the currency time value.

  • (3) A receivable is recognized when the goods are delivered as this is the point in time that the consideration is unconditional for the Group because only the passage of time is required before payment is due.

  • Foundry service

  • (1) The Group provides foundry related services. Service revenue is recognized as revenue when service is provided to the customer during the financial report period. The revenue of fixed price contract is recognized based on the ratio of the service actually provided by the balance sheet date over the overall services required to be provided, and the service completion ratio is determined based on the cost actually incurred over the total estimated cost. Customer pay contract price according to the payment schedule negotiated. When the service provided by the Group exceeds the payable amount of the customer, it is recognized as contract asset. If the payable amount of the customer exceeds the service actually provided by the Group, it is recognized as contract liability.

  • (2) The Group makes correction on the estimates of the revenue, cost and completion level according to the actual condition. Any increase or decrease of estimated revenue or cost due to estimation change is reflected in the profit or loss when the cause of correction is known by the management.

(XXVIII)Operating segments

The information on operating segments is reported in a manner consistent with the way the internal management report is provided to management. The key operating decision makers are responsible for allocating resources to operating segments and evaluate their performance.

V. Significant Accounting Assumptions and Judgments, and Key Sources of Estimation Uncertainty

The preparation of these consolidated financial statements requires management to make critical judgments in applying the Group’s accounting policies and make critical assumptions and estimates concerning future events. The significant accounting estimates and assumptions being made may deviate from the actual outcomes and will be consistently measured and adjusted in accordance with historical experience and other factors. Such estimates and assumptions may lead to the risk of significant adjustments being made to the carrying amount of the assets and liabilities on the balance sheets. Significant accounting judgments and the uncertainty in accounting estimates and assumptions are stated below:

  • (I) Significant Judgments in Applying Accounting Policies

None.

(II) Significant Accounting Estimates and Assumptions

  1. Impairment estimation of tangible assets

During the process of asset impairment assessment, the Group shall rely on subjective judgment to determine the useful life of the independent cash flow assets and possible revenue and expense in the future for certain asset groups based on the operating model of

~30~

assets and industrial characteristics. Any change in the estimation due to the changes of economic situation or the Group’s strategies may result in significant impairment in the future.

As of December 31, 2023, the book value of the Group’s property, plant and equipment after impairment loss recognized was NT$723,743.

  1. Recognition of foundry service revenue

The foundry service revenue is recognized progressively along with the time, and the estimation of completion level is calculated based on the ratio of the actual cost incurred over the total estimated cost summarized by the Group, and the Group periodically reviews the estimation reasonableness.

VI. Details of Significant Accounts

  • (I) Cash and cash equivalents
Cash on hand and petty cash
Checking deposits and demand deposits
Time deposits
Repurchase agreements
Total
December31,2023 December31,2022
$ 150
343,264
303,525
341,991
$ 150
1,006,865
767,750
-
$ 988,930 $1,774,765
  1. Since the Group corresponds with multiple financial institutions with good credit quality to diversify credit risks, the risk of default is expected to be low.

  2. 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:
Equity instruments
Unlisted stocks
Valuation adjustment
Total
December31,2023
$ 92,121
( 75,210)
$16,911
December31,2022
$ 110,522
( 81,185)
$29,337
  1. The Group chose to classify its strategic investment equity instruments as the financial assets at fair value through other comprehensive income, and the fair value of such investment as of December 31, 2023 and 2022 were amounted to NT$16,911 and NT$29,337 respectively.

  2. Due to Pacific Resources Corporation executed cash capital reduction in July 2022 and May 2023, the Group recovered the share capital at an amount of NT$3,938 and NT$6,948 in August 2022 and May 2023 respectively.

  3. The subsidiary Bou Der Investment Ltd executed dissolution according to the resolution of

~31~

the board of directors of the Company. Subsequently, the Company purchased all of its securities NT$2,676 in October 2023.

  1. Financial assets measured at fair value through other comprehensive income recognized in profit and loss/comprehensive income are as follows:
profit and loss/comprehensive income are as follows:
2023
Equity instruments measured at fair value
through other comprehensive income
Changes in fair value recognized in other
comprehensive income
($ 5,478)
Dividend revenue recognized in profit or loss
held during the end of the current period
$ 603
2022
($2,431)
$473
  1. Please refer to Notes 12(2) and (3) for information relating to credit risk of financial assets at fair value through other comprehensive income and fair value formation.

(III)Financial assets at amortized cost

Item
Current items:
Time deposits

Non-current items:
Time deposits
December31,2023
$ 721,333

$17,907
December31,2022
$ 647,686
$17,907
  1. Detail of the financial assets at amortized cost recognized under the profit or loss is as follows:
Detail of the financial assets at amortized
follows:
cost recognized under the profit or loss is a
Interest income 2023
$ 10,209
2022
$ 8,782
  1. Under the condition where the enhancement of other credits held was not considered, for the most representing financial assets at amortized cost held by the Group, the maximum exposure amounts of credit risk as of December 31, 2023 and 2022 were NT$739,240 and NT$665,593 respectively.

  2. Details of the Group’s financial assets at amortized cost pledged to others as collateral are provided in Note 8.

  3. Information relating to the credit risk of financial assets at amortized cost is provided in Note 12(2).

~32~

(IV) Accounts receivable

Accounts receivable - general customers
Accounts receivable - related parties
Less: Allowance for bad debts
December31,2023
$ 127,619
87,026

(182)
$ 214,463
December31,2022
$ 249,612
91,630
-
$ 341,242
  1. The aging of accounts receivable is as follows:
Not past due
Up to 30 days
31 to 90 days
91 to 120 days
Over 121 days
December31,2023
$ 195,476
1,033
14,591
3,081
464

$ 214,645
December31,2022
$ 310,476
1,829
28,937
-
-
$ 341,242

The above aging analysis is based on the number of days past the due date.

  1. 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 $344,445.

  2. Under the condition where the enhancement of other credits was not considered, for the most representing accounts receivable of the Group, the maximum exposure amounts of credit risk as of December 31, 2023 and 2022 were NT$214,463 and NT$341,242 respectively.

  3. 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
Cost
$ 252,442
77,462
82,557

$ 412,441
Allowance for
market value decline and
slow-movinginventories
($ 94,680)

( 5,949)

( 43,018)

($ 143,647)
Bookvalue
$ 157,742
71,513
39,539
$ 268,794

~33~

Raw materials
Work in progress
Finished products
Total
December 31, 2022
Cost
$ 212,442
118,690
73,109

$ 404,241
Allowance for
market value decline and
slow-movinginventories
($ 87,369)

( 3,801)

( 22,241)

($ 113,411)
Bookvalue
$ 125,073
114,889
50,868

$ 290,830

Operating costs recognized as expenses by the Group in the current period:

Cost of inventories sold
Inventory valuation decline
Unamortized manufacturing expenses
(VII)Prepayments
Prepayment for purchases (including long-term
prepayment for purchases)
Overpaid sales tax
Prepaid insurance premium
Other prepayments
Subtotal
Accumulated impairment loss
Total
2023
$ 1,312,168
30,236
76,034

$ 1,418,438


$


$


December 31, 2023
$ 58,418
5,023
2,854
19,056
85,351
( 58,418)
$ 26,933

Please refer to Note 9(2) for relevant evaluation explanation on prepayment for purchases with recognition of impairment loss.

(VIII) Investment accounted for using the equity method

Affiliates
Third Dimension Semiconductor, Inc.
Integrated Memory Technologies, Inc.
Subtotal
Less: Accumulated impairment loss
Third Dimension Semiconductor, Inc.
Total
December31,2023
$ 5,578
-
5,578
( 5,578)

$-
December31,2022
$ 5,578
-
5,578
( 5,578)
$-

The summary on the share of individual non-material affiliate’s operating result of the Group is as follows:

~34~

Net income of continuing operations
Other comprehensive income
(net amount after tax)
Total comprehensive income
2023 2022
$ 1,847
-
$ 1,847
$ 1,109
-
$ 1,109

~35~

(IX) Property, plant and equipment

Detail of the owner-occupied property, plant and equipment of the Group is as follows:

Cost 2023
Land
Buildings
24,476
$ 3,159,112
$ -
25,449
-
6,823)
(
-
9,848
24,476
$ 3,187,586
$ -
$ 2,768,668
$ -
19,879
-
6,500)
(
-
$ 2,782,047
$ 24,476
$ 38,318
$ -
323)
(
24,476
$ 37,995
$ -
$ 352,126
$ -
$ 367,544
$
Machinery and
equipment
Office equipment
14,360,114
$ 135,801
$ 58,453
2,628
155,041)
(
1,561)
(
232,209
-
14,495,735
$ 136,868
$ 14,263,870
$ 123,437
$ 43,688
2,868
155,041)
(
1,561)
(
14,152,517
$ 124,744
$ 104
$ 55
$ -
-
104
$ 55
$ 96,140
$ 12,309
$ 343,114
$ 12,069
$
Others
Total
3,855
$ 17,683,358
$ -
86,530
-
163,425)
(
-
242,057
3,855
$ 17,848,520
$ 2,731
$ 17,158,706
$ 108
66,543
-
163,102)
(
2,839
$ 17,062,147
$ -
$ 62,953
$ -
323)
(
-
$ 62,630
$ 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

~36~

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
Land
24,476
$ -
-
-
24,476
$ -
$ -
-
-
$ 24,476
$ 24,476
$ -
$ -
$
Buildings
3,140,584
$ 16,578
1,950
-
3,159,112
$ 2,751,873
$ 16,795
-
2,768,668
$ 38,318
$ 38,318
$ 350,393
$ 352,126
$
Machinery and
equipment
14,308,491
$ 29,463
22,160
-
14,360,114
$ 14,239,025
$ 24,845
-
14,263,870
$ 104
$ 104
$ 69,362
$ 96,140
$
Office equipment
128,942
$ 1,329
149
5,381
135,801
$ 120,104
$ 2,257
1,076
123,437
$ 55
$ 55
$ 8,783
$ 12,309
$
Others
3,855
$ -
-
-
3,855
$ 2,623
$ 108
-
2,731
$ -
$ -
$ 1,232
$ 1,124
$
Total
17,606,348
$ 47,370
24,259
5,381
17,683,358
$
17,113,625
$ 44,005
1,076
17,158,706
$
62,953
$
62,953
$
429,770
$
461,699
$

~37~

(X) Lease transactions - lessee

  1. The underlying assets of the Group’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.

  2. The lease term of computer equipment and machine equipment leased by the Group is less than 12 months. The low-value underlying asset of the Group’s lease is classified under the other equipment.

  3. The information on the carrying amount of the right-of-use asset and the recognized depreciation expense is as follows:

depreciation expense is as follows:
Land
Buildings
Transportation equipment
Information equipment
Land
Buildings
Transportation equipment
Information equipment


December31,2023
BookValue
$ 295,582
739
334
2,199
$ 298,854
$


$

2023

Depreciation expense
Depreciation expense
$ 10,931
187
313
718


$ 10,948
185
163
363
$11,659 $12,149
  1. The Group’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 Group. In year 2022, the amount of NTD 4,305 was added to fixed asset because of the above mentioned lease expiration.

  2. 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

~38~

  1. The Group’s total cash used in lease contracts were NT$16,924 and NT$19,045 for the years ended December 31, 2023 and 2022 respectively.

  2. Option of lease extension and option of lease termination

During the determination of lease period, the Group considers all of the facts and conditions related to economic incentives that may be generated due to exercise of the option of extension. When a material event is assessed to occur due to the exercise of the option of extension or non-exercise of the option of termination, the lease period will be re-evaluated.

(XI)Other non-current assets

Long-term accounts receivable
Less: Allowance for bad debt
Subtotal
Refundable deposits
Prepayments on equipment
Total
December 31, 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 wafer purchase and sale contract “Original Contract” and “Supplementary Agreement” between the Company and Jiangxi LDK Solar High-Tech Co., Ltd. (referred to as “LDK”), since both parties failed to reach a consensus on the unit price of polycrystalline silicon wafer, according to the terms and conditions of the “Original Contract”, the Company informed LDK that the Contract shall be terminated automatically on April 1, 2010 and requested LDK to return the prepayment of US$28,611 thousand (reclassified as long-term accounts receivable). With regard to the dispute over the “Original Contract” and “Supplementary Agreement”, LDK filed an arbitration proceeding with the Hong Kong International Arbitration Centre. The arbitration court was established on May 27, 2011 and made a ruling with the issuance of a final decision on June 11, 2013. For the claim filed by the Company against LDK and the claim filed by LDK against the Company, each party received one favorable judgment and one unfavorable judgment respectively. According to the result of the arbitration, the Company had not breached the “Original Contract” for the unpurchased remaining quantity; however, the Company should indemnify the loss for the unpurchased remaining quantity according to the “Supplementary Agreement” should pay the default fine for not providing IC wafer recovery material according to the “Original Contract” and should return the material recovery amount previously paid by LDK. The total amount of these three items was US$13,532 thousand, and the Company has recognized such amount under the other losses. In addition, regarding the payable amount of US$2,836 thousand to LDK originally credited under accounts payable and the aforementioned total amount of the three items of US$13,532 of the Company, after offsetting with the long-term accounts receivable of US$28,611 thousand of the Company from LDK, the prepayment required to be returned by LDK to the Company was US$12,243 thousand. Accordingly, for this case, the Company has retained an attorney to file a petition for compulsory execution with the Intermediate People's Court of Xinyu Municipality, Jiangxi Province, the People's Republic of China, and the Court has accepted the case and informed LDC to fulfill the obligation specified in the content of the final decision. On December 18, 2017, LDK’ reorganizer informed the Company to receive the credit amount of

~39~

RMB 2,093 thousand, and the Company may choose to receive payment in installments or in the form of shares. Based on the consideration of the timing of recovery such amount and the operational status of LDK, the Company has chosen the method of payment in the form of shares for LDK’s debt. However, up to the present day, the Company has not received further notice from LDK, and LDK still refuses to assist the Company to understand relevant matters, such that the Company has not yet received the debt repayment from LDK. In addition to the legal action taken in China, the Company has also filed compulsory execution proceeding on the assets of LDK or creditor’s right in order to protect the interest of the Company. 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.

  1. After the Company evaluates and considers the possibility of recovering the long-term accounts receivable, the relevant full amount has been recognized as an impairment loss in 2017.

(XII) Accounts payable

Accounts payable
Estimated Accounts Payable
Total
December 31, 2023
$ 106,693
2,008
$ 108,701
December 31, 2022
$ 169,573
3,000
$ 172,573

(XIII) 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
December 31, 2023
$ -
-
48,550
32,199
27,046
23,455
13,461
6,974
50,550
$ 202,235
December 31, 2022
$ 156,157
76,948
20,819
32,304
6,911
39,574
13,461
7,463
43,064
$ 396,701

~40~

(XIV) Other current liabilities

(XV) Guaranteed deposits
Others
Total
Other non-current liabilities
December 31, 2023
$ 199,029
30,274
$ 229,303
December 31, 2022
$ 270,378
28,453

$ 298,831
Net defined benefit liabilities
Guaranteed deposits
Total
December 31, 2023
$ 13,399
147,210
$ 160,609
December 31, 2022
$ 29,009
261,610
$ 290,619

(XVI) Pension

  1. (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. (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

~41~

(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
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
(income)



(
Present value of
defined benefit
obligation
Fair
$ 215,667
368
3,235
656
)
218,614
-
4,953
8,029)
3,076)
-
6,316)
$ 209,222
Present value of
defined benefit
obligation
$ 254,371
695
1,273
256,339
Present value of
defined benefit
obligation
Fair
$ 215,667
368
3,235
656
)
218,614
-
4,953
8,029)
3,076)
-
6,316)
$ 209,222
Present value of
defined benefit
obligation
$ 254,371
695
1,273
256,339
Present value of
defined benefit
obligation
Fair
$ 215,667
368
3,235
656
)
218,614
-
4,953
8,029)
3,076)
-
6,316)
$ 209,222
Present value of
defined benefit
obligation
$ 254,371
695
1,273
256,339
Fair value of plan assets
($ 186,658)
-
( 2,892)
554
( 188,996)
( 1,143)
-
-
( 1,143)
( 12,000)
6,316
($ 195,823)
Fair value of plan
assets
($ 180,847)
-
( 938)
( 181,785)
value of plan assets
($ 186,658)
-
( 2,892)
554
( 188,996)
( 1,143)
-
-
( 1,143)
( 12,000)
6,316
($ 195,823)
Fair value of plan
assets
($ 180,847)
-
( 938)
( 181,785)
value of plan assets
($ 186,658)
-
( 2,892)
554
( 188,996)
( 1,143)
-
-
( 1,143)
( 12,000)
6,316
($ 195,823)
Fair value of plan
assets
($ 180,847)
-
( 938)
( 181,785)
value of plan assets
($ 186,658)
-
( 2,892)
554
( 188,996)
( 1,143)
-
-
( 1,143)
( 12,000)
6,316
($ 195,823)
Fair value of plan
assets
($ 180,847)
-
( 938)
( 181,785)
Net defined benefit
liabilities
$ 29,009
368
343
( 102)
29,618
( 1,143)
4,953
( 8,029)
( 4,219)
( 12,000)
-
$ 13,399

Net defined benefit
liabilities
$ 73,524
695
335
74,554
Net defined benefit
liabilities
$ 29,009
368
343
( 102)
29,618
( 1,143)
4,953
( 8,029)
( 4,219)
( 12,000)
-
$ 13,399

Net defined benefit
liabilities
$ 73,524
695
335
74,554
Net defined benefit
liabilities
$ 29,009
368
343
( 102)
29,618
( 1,143)
4,953
( 8,029)
( 4,219)
( 12,000)
-
$ 13,399

Net defined benefit
liabilities
$ 73,524
695
335
74,554

($
(









(
$










(


(

(
(







(


(


(
(


(





(

($


$


$



($
(




assets
180,847)
-
938)
liabilities
73,524
695
335
74,554



(


181,785)

~42~

Remeasurement:
Return on plan
assets (excluding
amounts included
in interest income
or expense)
Changes in
demographic
assumptions
Experience
adjustments
Pension fund
appropriated
Pension paid
Balance as of
December 31
-
( 23,591)
4,187
( 19,404)
-
( 21,268)
$ 215,667
( 14,141)
-
-
( 14,141)
( 12,000)
21,268
($ 186,658)
( 14,141)
( 23,591)
4,187
( 33,545)
( 12,000)
-
$ 29,009
  • (4) The Bank of Taiwan was commissioned to manage the Fund of the Company’s and domestic subsidiaries’ defined benefit pension plan in accordance with the Fund’s annual investment and utilization plan and the “Regulations for Revenues, Expenditures, Safeguard and Utilization of the Labor Retirement Fund” (Article 6: The scope of utilization for the Fund includes a deposit in domestic or foreign financial institutions, investment in domestic or foreign listed, over-the-counter, or private placement equity securities, investment in domestic or foreign real estate securitization products, etc.). With regard to the utilization of the Fund, its minimum earnings in the annual distributions on the final financial statements shall be no less than the earnings attainable from the amounts accrued from two-year time deposits with the interest rates offered by local banks. If the earnings are less than the aforementioned rates, the government shall make payment for the deficit after being authorized by the competent authority. The Company has no right to participate in managing and operating that fund and hence the Company is unable to disclose the classification of plan asset fair value in accordance with IAS 19 Paragraph 142. The composition of fair value of plan assets as of December 31, 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 in the main actuarial assumption, the present value of the defined benefit obligation is affected.

~43~

The analysis is as follows:

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
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) Expected contributions to the defined benefit pension plans of the Group for 2024 amounts to $2,880.

  • (7) As of December 31, 2023, the weighted average duration of that retirement plan is 9.5 years.

  • (1) Since July 1, 2005, the Company and its domestic subsidiaries have established a defined contribution pension plan (the “New Plan”) under the Labor Pension Act (the “Act”), covering all regular employees with the Republic of China nationality. Under the New Plan, the Company and its domestic subsidiaries contributes monthly an amount based on 6% of the employees’ monthly salaries and wages to the employees’ individual pension accounts at the Bureau of Labor Insurance. The benefits accrued are paid monthly or in lump sum upon termination of employment.

  • (2) The pension costs of the Group recognized according to the aforementioned pension regulations for the years ended December 31, 2023 and 2022 were NT$21,975 and NT$21,370 respectively.

(XVII) Share-based payments

  1. The Group’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 3)
Grant date

2019.3.21

2023.12.11
Fair value (NT$)
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 resigns or is subject to death not to matters of occupational accidents before satisfying the vesting conditions, the Company recovers his/her shares without compensation and cancels such shares.

~44~

  • Note 2: For a portion of the new restricted employee shares, 30% of such shares are vested immediately after the year of service reaches one and two years from the grant date respectively. The rest of the 40% of the shares is vested after the year of services reaches three years. For an employee with the annual performance evaluation of any one year within the three years from the grant date failing to satisfy the performance criteria of the Company, the portion of the shares granted for that year but not yet vested are recovered by the Company from such employee without compensation.

  • 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 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
Number of shares
(inthousands)
-
1,000
-

1,000
2022
Number of shares
(inthousands)
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.

  1. Expenses incurred by share-based payment transactions were as follows:
Equity settlement 2023 2022
$ 1,198
$ 626

(XVIII) Share capital

  1. 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.

~45~

Adjustments in the number of the Company’s ordinary shares outstanding (unit: thousand shares) are as follows:

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
  1. According to the resolution of the board of directors of the Company on April 26, 2018, the number of new restricted employee shares for issuance was 1,200,000 shares, and the new shares issuance base date was March 21, 2019, with the subscription price per share of 0 NT dollar. The rights and obligations of the present issuance of ordinary shares, expect for the restricted shares transfer rights of employees satisfying the vesting conditions and without dividends and dividend rights, were the same as the other issued ordinary shares.

  2. 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.

(XIX) Capital surplus

According to the Company Act, capital surplus arising from shares issued at a premium or from donation may be used for offsetting deficit. Furthermore, if the Company has no accumulated loss, the capital surplus may be used for issuing new shares or distributing cash in proportion to shareholders' original shareholding percentage. According to the Securities and Exchange Act, when the above-mentioned capital surplus is used for capitalization, the total amount every year shall not exceed 10% of the paid-in capital. The Company may use capital surplus to offset loss only when the amount of reserves is insufficient to offset the loss.

January 1
Issuance of new restricted
employee shares
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
Others
$14,180
-
$14,180
Total
$570,051
24,650
$594,701

~46~

January 1
New restricted employee
shares vested
December 31
2022
Share
premium
$524,168
12,277
$536,445
New
restricted
employee
shares

Donated
assets –
shares

$ 3
-
$ 3
Difference between
actual price of
subsidiary equity
acquired and the
carryingvalue
Others
$ 19,423
$14,180
-
-
$ 19,423
$14,180
Total
$ 12,277
( 12,277)
$-
$570,051
-
$570,051

(XX) Retained earnings

  1. 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.

  2. According to the amendment Articles of Incorporation of the Company, when there is surplus earning after the final account of a fiscal year, the following shall be appropriated sequentially:

  3. (1) Appropriate amount for tax payment.

  4. (2) Compensate accumulated losses.

  5. (3) Appropriate 10% as the legal reserve. (However, when the legal reserve has reached the total capital, such restriction shall not be applied)

  6. (4) Appropriate or reverse special reserve according relevant laws and regulations.

  7. (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.

  8. The Company's dividend policy is as follows:

  9. (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.

  10. (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

~47~

all or a portion of the capital surplus.

  1. Except being used to make up previous deficits or appropriate 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 cash shall be limited to the portion exceeding 25% of the paid-in capital.

  2. 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.

  3. The Company's 2021 earnings distribution proposal and cash dividends distribution proposal according to the resolution of the shareholders’ meeting on May 18, 2022 were as follows:

as follows:
Legal reserve
Special reserve
Cash dividends
Total
2021
Amount Dividends per share
(NT$)
$ 22,522
41,555
78,078
$ -
-

0.50

$ 0.50

$ 142,155
  1. 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 resolution of the shareholders’ meeting held on May 25, 2023.

  1. 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.

~48~

(XXI) Other equity items

(XXII) Unrealized
valuation gains
(losses)
Unearned
compensation
ofemployees
Total
January 1, 2023
($ 80,825)
$ - ($ 80,825)
Financial assets at fair value through other
comprehensive income - valuation
adjustments
( 5,467)
-
( 5,467)
Issuance of new restricted employee shares
- ( 24,650) ( 24,650)
Share-based compensation costs
-
1,198
1,198
December 31, 2023
($ 86,292)
($ 23,452)
($ 109,744)
Unrealized
valuation gains
(losses)
Unearned
compensation of
employees
Total
January 1, 2022
($ 78,361)
($ 626)
($ 78,987 )
Financial assets measured at fair value
through other comprehensive income -
valuation adjustments
( 2,464)
-
( 2,464 )
Share-based compensation costs
-
626
626
December 31, 2022
($ 80,825)
$-
($ 80,825)
Operating revenue
2023
2022
Revenue from contracts with customers
$ 1,483,112
$ 2,151,511

1. Disaggregation of revenue from customer contracts with customers

The revenue of the Group can be classified into the following geographical areas:

2023
Taiwan
Segment revenue
$1,033,692
Revenue from internal segment
transactions
( 38,324)
Revenue from external customer
contracts
$ 995,368
2022
Taiwan
Segment revenue
$1,608,376
Revenue from internal segment
transactions
( 143,173)
Revenue from external customer
contracts
$1,465,203
Taiwan
$1,033,692
( 38,324)
Taiwan
$1,033,692
( 38,324)
Asia
$ 415,409

-
$ Europe
69,968
-
Americas
$ 2,367
-
Total
$1,521,436
( 38,324)
$1,483,112
Total
$2,294,684
( 143,173)

$2,151,511

995,368

$ 415,409
Asia
$ 583,683

-
$ 69,968 $ 2,367

Taiwan
$1,608,376
( 143,173)

$

Europe
96,273
-

Americas
$ 6,352
-


$ 583,683
$ 96,273 $ 6,352

~49~

  1. Contract liabilities

  2. (1) Contract liabilities related to customer contract revenue recognized by the Group are as follows:

as follows:
Contract liabilities
Foundry service revenue
Sales of goods
December 31, 2023

$ 13,723

774

$ 14,497
December 31, 2022
$ 13,707
1,613
$ 15,320

January 1, 202
$ 23,833
-
January 1, 202
$ 23,833
  • (2) Contract liabilities at the beginning of the current period recognized as revenue in the current period
current period
Balance of contract liabilities at the
beginning of the current period
recognized as:
Foundry service revenue
2023
$ 11,394
2022
$ 19,743

(XXIII) Interest income

Interest income from bank deposits
Interest income from financial assets at
amortized cost
Total
2023
$ 31,322
10 ,209
$ 41,531
2022
$ 15,438
8,782

$ 24,220

(XXIV)Other income

Rental income
Dividend income
Other income -others
Total
2023
$ 197
603
9,469
$ 10,269
2022
$ 197
473
1,740
$ 2,410

(XXV)Other gains and losses

Net foreign exchange (losses) gains
Gain on disposal or retirement of property,
plant and equipment
Other (losses) and gains
Total
2023
($ 25,142)
2,150
( 1,661)
($ 24,653)
2022
$ 178,192
-
( 40)
$ 178,152

~50~

(XXVI)Financial costs

(XXVII) 2023
Interest expense of lease liabilities
$ 8,075

Additional information on the nature of expenses
2023
Employee benefit expense
$ 624,960
$ Property, plant and equipment
depreciation expense
$ 66,543
$ Right-of-use assets depreciation expense$ 11,659
$ Intangible assets amortization expense
$ 212
$
2023
Interest expense of lease liabilities
$ 8,075

Additional information on the nature of expenses
2023
Employee benefit expense
$ 624,960
$ Property, plant and equipment
depreciation expense
$ 66,543
$ Right-of-use assets depreciation expense$ 11,659
$ Intangible assets amortization expense
$ 212
$
2022
$ 8,242

2022
675,869
44,005
12,149
222

Employee benefit expense
Property, plant and equipment
depreciation expense
Right-of-use assets depreciation expense
Intangible assets amortization expense
$

$

$

$

(XXVIII)Employee benefit expense

Employee benefit expense
Salary expense
Employee stock options
Labor and health insurance expense
Pension expense
Other personnel expense
Total
2023
$ 521,269
1,198
50,687
22,584
29,222
$ 624,960
2022
$ 573,504
626
48,009
22,400
31,330

$ 675,869
  1. 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.

  2. 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

~51~

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.

  1. 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.

  2. 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.

  3. Relevant information on the employees’ compensation and directors of the Company as resolved by the board of directors is available on the Market Observation Post System” (MOPS) website for inquiries.

(XXIX) Income tax

  1. Income tax expense

  2. (1) Income tax components:

e tax
ome tax expense
Income tax components:
Current income tax
Deferred income tax total
Income tax expenses
2023 2022
$ 183
-

$ 183
$ 555
-
$ 555

(2) Income tax associates with other comprehensive income: None.

(3) Income tax directly debited or credited in equity: None.

  1. Reconciliation between income tax expense and accounting profit
Tax calculated based on (loss) income
before tax at the statutory rate (Note)
Income (expenses) 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
Additional income tax for undistributed
earnings
Income tax effects of applicable tax rate
difference among group
Income tax expense
2023
($ 35,894)
8,992
9,352
( 11,127)
29,599
( 303)
183
( 619)
$ 183
2022
$ 124,696
( 13,981)
12,498
( 6,740)
-
( 107,543)
555
( 8,930)
$ 555

~52~

Note: The basis of applicable tax rate was calculated based on the tax rate applicable to the parent company.

  1. Valid period of tax loss unused and relevant amounts of unrecognised deferred tax assets for the Group are as follows:
December31,2023
Year of loss
2014
2015
2016
2017
2019
2020
2021
2023
Declared
value/approved
value
Undeducted
amount

897,062
897,062
775,176
774,570
391,373
391,373
151,786
151,786
395,294
395,294
881
881
274,492
274,492
147,452
147,452
$ 3,033,516
$ 3,032,910
December31,2022
Unrecognized
deferred tax asset
amount
897,062
774,570
391,373
151,786
395,294
881
274,492
147,452
$ 3,032,910
Expiry
date
Year of loss
2013
2014
2015
2016
2017
2019
2020
2021





  1. Amounts of deductible temporary differences unrecognized as deferred tax assets
Deductible temporary differences December 31, 2023
$ 490,206
December 31, 2022
$ 518,565
  1. The Company’s tax returns has been approved by the taxation authority through 2021.

~53~

(XXX) Earnings per share (EPS)

arnings 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
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
2023
After-tax
amount

($ 175,411)

($ 175,411)
Weighted average
number of ordinary
shares outstanding
(sharesinthousands)
156,156


156,156
2022
Earnings per
share (EPS)
(NT$)
($ 1.12)

($ 1.12)
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


The employees’ compensation and new restricted employee shares of the Company had an anti-dilution effect and should not be included in the calculation of diluted earnings per share for 2023.

~54~

(XXXI) 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

(XXXII)Changes in liabilities arising from financing activities

2023
Guaranteed
deposits
Leaseliabilities
Dividends
payable
Total liabilities
from financing
activities
January 1
$ 531,989 $ 320,440 $ 156,157 $ 1,008,585
Changes in cash flows
from financing activities
( 185,749)
( 16,921)
( 314,088)
( 516,758)
Other non-monetary changes -
11,933
157,931
169,864
December 31
$ 346,239
$ 315,452
$-
$ 661,691
2022
Guaranteed
deposits
Leaseliabilities
Total liabilities
from financing
activities
January 1
$ 722,024 $ 329,245 $ 1,051,269
Changes in cash flows from financing
activities
( 190,035)
( 18,865)
( 208,901)
Other non-monetary changes
-
10,060
10,060
December 31
$ 531,989
$ 320,440
$ 852,428
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
$ 1,008,585
( 516,758)
169,864

$ 661,691
Guaranteed
deposits
$ 722,024
( 190,035)
-

$ 531,989
Leaseliabilities

$ 329,245
( 18,865)
10,060

$ 320,440

~55~

VII. Related Party Transactions

(I) Name and relationship of related party

Name of related party

Relationship with the Group

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 Group 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.

(II) Significant transactions with related parties

  1. Operating revenue
Operating revenue:
Actron Technology Corporation
Panjit International Inc.
Pynmax Technology Co., Ltd.
Total
2023 2022
$ 468,324

-

-

$ 468,324
$ 352,511
208,891
1,085
$ 562,487

The transaction price of product sales, and t he payment collection terms have no material difference from those between the Company and non-related parties.

  1. Purchase
se
GlobalWafers Co., Ltd
Panjit International Inc.
Total
2023
$ 26,656
-
$ 26,656
2022
$ -
20
$ 20

~56~

3. Receivables from related party

Accounts receivable:
Actron Technology Corporation
Less: Allowance for bad debts.
Total
December 31, 2023
$ 87,026
( 151)
$ 86,875
December 31, 2022
$ 91,630
-
$ 91,630

The receivables from related parties are mainly from the sales, and the amounts for the sales transactions are due in 30~45 days after the sales date. Such amount of the receivables has no pledge and interest payment.

  1. 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.

5. Others

Guaranteed deposits (including those due in one year)

Actron Technology Corporation

Research and development material
GlobalWafers Co., Ltd
December 31, 2023
$ 53,542

December 31, 2023
$ 553
December 31, 2022
$ 107,101
December 31, 2022

December 31, 2022
$-

December 31, 2022

(III)Key management remuneration information

Key management remuneration information
Short-term employee benefits
Share-based payments
2023 2022
$ 36,648
-
$ 36,648
$ 27,664
5,202
$ 32,866

~57~

VIII.Pledged Assets

The Group’s assets pledged as collateral are as follows:

Assetitem

Time deposits (listed in “financial
assets at amortized cost -
non-current”)
Book value
December31,2023
$ 17,907

December31,2022

$ 17,907
Purpose ofcollateral
Customs clearance
and rent guarantee

IX. Significant Contingent Liabilities and Unrecognized 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 121,5000 (thousand pieces) to the Company during the contract period, and the Company shall pay a certain amount as the deposit according to the original contract requirements. However, both parties have not yet reached a consensus on the alternative solution for the transaction mode up to the date of 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.

  1. 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.

  2. 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.

~58~

XII. Others

(I) Capital management

The Company shall maintain sufficient capital to establish and expand production capacity and equipment. Based on the consideration of the characteristic of economic cycle and fluctuation of the semiconductor Industry, the capital management objective of the Company is to ensure that the Company has sufficient and necessary financial resources in order to satisfy the working capital demand, capital asset purchases, capital asset purchases, dividend payments, debt service requirements and other business needs for the next 12 months.

(II) Financial Instruments

1. Category of financial instrument

requirements and other business needs for the next
Financial Instruments
1. Category of financial instrument
12 months.
Financial assets
Financial assets at fair value through other
comprehensive income
Designated investment in equity instruments selected
Financial assets measured at amortized cost
Cash and cash equivalents
Financial assets at amortized cost
Accounts receivable (including related party)
Other receivables
Refundable deposits
Financial liabilities
Financial liabilities measured at amortized cost
Notes payable
Accounts payable (including related party)
Other payables (including related party)
Guaranteed deposits (including those due in one
year)
Lease liabilities





$

December 31, 2023
$ 16,911
988,930
739,240
214,463
8,204
3,424
$ 1,971,172
December 31, 2023
7
129,462

203,562

346,239

679,270
315,452
December 31, 2022
$ 29,337
1,774,765
665,593
341,242
6,315
5,091
$ 2,822,343
December 31, 2022
$ 7
172,573
396,701
531,988
$ 1,101,269
$ 320,440


2,822,343





December 31, 2022
7
172,573
396,701
531,988
1,101,269
320,440

$


$

$


$

2. Financial risk management policies

  • (1) The Group’s daily operations are affected by various financial risks, including market risk (including exchange rate risk, interest rate risk, and price risk), credit risk, and liquidity risk. In addition, the Company performs the identification, measurement and management of the aforementioned risks according to the policy and risk appetite. For the financial risk management, the Group has established appropriate policy, procedure and internal control according to relevant regulations. All key financial activities are reviewed by the board of directors against relevant regulations and the internal control system. During the financial management activity implementation period, the Group shall comply with relevant rules for financial risk management established.

  • (2) To reduce and to management relevant financial risks, the Group is committed to the analysis, identification and evaluation of relevant financial risk factors and possible unfavorable impacts on the finance of the Group. In addition, relevant response solutions

~59~

are proposed in order to avoid unfavorable factors arising from the financial risk.

  1. Significant financial risks and degrees of financial risks

  2. (1) Market risk

Foreign exchange risk

  • A. The Group operates internationally and is exposed to foreign exchange risk arising from the transactions of the Group used in various functional currency, primarily with respect to the USD, HKD and JPY. Foreign exchange risk arises from future commercial transactions and recognized assets and liabilities.

  • B. The Group’s management has formulated relevant policy to require entities within the Group to manage the foreign exchange risk associated with their functional currency. The companies are required to hedge their entire foreign exchange risk exposure with the financial department of the Group.

  • C. The Group’s businesses involve some non-functional currencies (functional currency of the Group is NTD), such that it can be affected by the exchange rate fluctuation. The information on assets and liabilities denominated in foreign currencies whose values are materially affected by the exchange rate fluctuations is as follows:

December 31, 2023

(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
Foreign currency
(inthousands)
Exchangerate

$ 30,763
30.705
20,857
0.2172
756
3.929
12,363
30.705
December 31, 2022
Foreign currency
(inthousands)
Exchangerate

$ 30,763
30.705
20,857
0.2172
756
3.929
12,363
30.705
December 31, 2022
Carrying amount
(NTD)
Foreign currency
(inthousands)
Exchangerate
$ 65,759
24,783
759
30.710
0.2324
3.938

~60~

Financial liabilities Monetary items USD : NTD 18,546 30.710 569,548

  • D. The total exchange gain (loss) (including realized and unrealized) arising from significant foreign exchange variation on the monetary items held by the Group for the years ended December 31, 2023 and 2022, amounted to NT$(25,142) and 178,192, respectively.

  • E. Analysis of foreign exchange risk of the Group arising from significant foreign exchange rate fluctuation is as follows:

(Foreign currency:
functional currency)
Financial assets
Monetary items
USD : NTD
JPY : NTD
HKD : NTD
Financial liabilities
Monetary items
USD : NTD
2023
Sensitivity analysis
Change
percentage
Effect on profit
or loss
Effect on other
comprehensiveincome
5%
$ 47,229
$ -
5%
227
-
5%
149
-
5%
( 18,980)
-
(Foreign currency:
functional currency)
Financial assets
Monetary items
USD : NTD
JPY : NTD
HKD : NTD
Financial liabilities
Monetary items
USD : NTD
2022 2022
Sensitivity analysis
Change
percentage

5%
5%
5%
5%
Effect on profit
or loss
Effect on other
comprehensiveincome
$ 100,973
288
149
( 28,477)
$ -
-
-
-

~61~

Price risk

  • A. The Group is exposed to equity instrument price risk because of the financial assets measured at fair value through other comprehensive income held. To manage its price risk arising from investments in equity securities, the Group diversifies its portfolio. Diversification of the portfolio is done in accordance with the limits set by the Group.

  • B. The Group mainly invests in equity instruments issued by a domestic or foreign company. The price of such equity instruments can be affected by changes in future value of their investment targets. If the prices of these equity instruments had increased/decreased by 10% with all other variables held constant, profit or loss for the years ended December 31, 2023 and 2022 would have increased/decreased by NT$1,691 and NT$2,934 respectively, as a result of gains or losses classified as equity investment measured at fair value through other comprehensive income.

  • (2) Credit risk

  • A. The Group’s credit risk refers to the risk of financial loss to the Group arising from default by the clients or transaction counterparties of financial instruments on the contract obligations. Such risk is mainly due to the counterparties cannot repay the accounts payable according to the payment terms, and it is classified as the contract cash flows at amortized cost.

  • B. The Group establishes a framework for managing credit risks from a group's perspective. For corresponding banks and financial institutions, the Company set up to only accept transaction counterparties receiving the good credit raking independently. As the internal credit approval policy stipulates, an operating entity within the Group shall manage and analyze the credit risk of a new client before proposing terms and conditions pertaining to payments and delivery of goods. Internal risk control is achieved by evaluating a client’s credit quality against the client’s financial position, credit records, and other factors. Individual risk limits are set based on internal rating of the Group, and the utilization of credit limits is regularly monitored.

  • C. Credit risk impairment loss evaluation of financial assets measured at amortized cost:

    • a. The Group adopts IFRS 9 to provide preliminary assumption, and when the payment specified according to the contract term has exceeded 90 days, breach of contract is deemed to have occurred.

    • b. The Group applies the following presumption of IFRS 9 and deems that the credit risk of financial assets has significantly increased after initial recognition when the receivables obliged by the contractual terms are 30 days past due.

    • c. The Group has included future prospective considerations to adjust the historical and actual information, and also considers the credit rating of the issuance bank in order to estimate the expected credit loss.

    • d. The financial assets measured at amortized cost held by the Group refer to time deposits and restricted time deposits at banks, and the credit ratings of such banks are good without the occurrence of overdue in the past. In addition, based on the consideration that there is no material change to the overall

~62~

economic environment, the probability of credit loss risk is evaluated to be extremely low, such that it has no material impact on the amount of the financial statements.

  • D. Credit risk impairment loss evaluation of accounts receivable:

  • a. The Group classifies accounts receivable due from clients by the characteristics of their ratings, and adopts the simplified approach that measures expected credit losses based on the preparation matrix.

  • b. By including the forward-looking consideration, the Group adjusts the expected credit loss rate that was established based on historical or present information, so as to estimate loss ratio method of the loss allowance for the accounts receivable, as of December 31, 2023 and 2022, as follows:

December 31, 2023
Expected loss ratio
Total book value
Loss allowance
December 31, 2022
Expected loss ratio
Total book value
Loss allowance
Not past due
0%
$195,476
$ -
Not past due
0%
$310,476
$ -
30 days past due
0%
$ 1,033
$ -
30 days past due
0%
$ 1,829
$ -
31~90 days
past due
1%
$ 14,591
$ 146
31~90 days
past due
0%
$ 28,937
$ -
91~120 days
past due
1%
$ 3,081
$ 31
91~120 days
past due
0%
$ -
$ -
Over 120 days
past due
Total
1%
$ 464
$214,645
$ 5
$ 182
Over 120 days
past due
Total
0%
$ -
$341,242
$ -
$ -

  • c. The Group 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
$ -
182
$ 182
2022
$ -
-
$-

(3) Liquidity risk

  • A. Cash flow forecasting is done by each operating entity; the Financial Department of the Group is responsible only for summarizing the results. The financial department of the Group monitors rolling forecasts of the Group’s liquidity requirements to ensure that it has sufficient cash to meet operational needs while maintaining sufficient headroom on its undrawn committed borrowing facilities at all times, in order to prevent the Group from breaching relevant borrowing limits or terms.

  • B. The table below listed the Group’s non-derivative financial liabilities. They were analyzed for the residual duration between the balance sheet date and the contract maturity date. The table below disclosed the contractual cash flows not discounted.

~63~

Non-derivative financial

Non-derivative financial Non-derivative financial
liabilities:
December 31, 2023
Notes payable

Accounts payable
(including related party)
Other payables
(including related party)
Lease liabilities

Guarantee deposits

Non-derivative financial
liabilities:
December 31, 2022
Notes payable
Accounts payable
(including related party)
Other payables
Lease liabilities
Guarantee deposits
Less than 1
year
$ 7
129,462

203,562
17,191
199,029

Less than 1
year
$ 7
172,573
396,701
16,105
270,378
1~2 years
$ -
-
-
17,191
143,303
1~2 years
$ -
-
-
15,978
254,844
2~3 years
$ -
-
-
16,573
24
2~3 years
$ -
-
-
15,978
2,608
3~5 years
Over 5 years
Total
$ - $ - $ 7
- - 129,462
- - 203,562
32,152 351,510 434,617
9 3,874 346,239
3~5 years
Over 5 years
Total
$ - $ - $ 7
- - 172,573
- - 396,701
31,955 367,487 447,503
52 4,106 531,988
liabilities:
December 31, 2022
Notes payable
Accounts payable
(including related party)
Other payables
Lease liabilities
Guarantee deposits
year
$ 7
172,573
396,701
16,105
270,378

(III) Information on fair value

  1. 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 takes place with sufficient frequency and volumes to provide pricing information on an ongoing basis. The fair value of the Group’s investment in listed shares is included in Level 1.

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.

  1. Financial instruments not measured at fair values

The carrying amounts of the cash and cash equivalents, financial assets measured at amortized cost, accounts receivable, other receivables, refundable deposits, notes payable, accounts payable and other payables are approximate to the reasonably close values of fair values.

  1. Financial and non-financial assets measured at fair value are classified by the Group according to the nature, characteristic, risk, and fair value level of the assets and liabilities, and relevant information is stated as follows:

~64~

December 31, 2023
Assets
Recurring fair value
Financial assets at fair value
through other comprehensive
income
Unlisted stocks
December 31, 2022
Assets
Recurring fair value
Financial assets at fair value
through other comprehensive
income
Unlisted stocks
$ Level 1
-
Level 1
-
$ Level 2
-
Level 2
-
$ Level 3
16,911
Level 3
29,337
$ Total
16,911
Total
29,337
$ $
$

$
  1. The techniques and assumptions used by the Group to measure fair value are stated as follows:

  2. (1) The fair value of other financial instruments of the Group is measured by using valuation techniques or by reference to counterparty quotes. The fair value of financial instruments measured using valuation techniques can be referred to as the current fair value of instruments with similar terms and characteristics in substance, discounted cash flow method or other valuation methods, including those calculated by applying a model using market information available at the consolidated balance sheet date.

  3. (2) Outputs from the valuation models are estimates and valuation techniques may not be able to reflect all relevant factors of the financial and non-financial instruments held by the Group. Consequently, the estimated value of the valuation model is adjusted appropriately according to the additional parameters. In accordance with the Group’s management policies and relevant control procedures relating to the valuation models used for fair value measurement, management believes adjustment to valuation is necessary in order to reasonably represent the fair value of financial and non-financial instruments in the consolidated balance sheets. The inputs and pricing information used during valuation are carefully assessed and adjusted based on current market conditions.

  4. For 2023 and 2022, there was no transfer between Level 1 and Level 2.

~65~

  1. The following table shows the change of Level 3 equity instruments for 2023 and 2022.
January 1
Cash refund from capital reduction
Valuation adjustment
December 31
2023
$ 29,337
( 6,948)
( 5,478)
$ 16,911
2022
$ 35,706
( 3,938)
( 2,431)
$ 29,337
  1. Valuation process regarding fair value Level 3 is conducted by the Group’s financial department, which conducts an independent fair value verification though use of independent data source in order to make the valuation results close to market conditions, and to review periodically, thereby ensuring a reasonable valuation result.

  2. The significant non-observable input value quantified information and significant non-observable input value change sensitivity analysis for the valuation model used in relation to the Level 3 fair value measurements are as follows:

Fair value at Significant Range Relationship
December 31, Valuation unobservable (weighted between inputs
2023 technique inputs average) and fair value
Non-derivative equity instruments:
Unlisted stocks
$ 16,911 Public Discount for lack
30%
The higher the
company of marketability discount for lack
comparables of marketability,
the lower the fair
value
Fair value at Significant Range Relationship
December 31, Valuation unobservable (weighted between inputs
2022 technique inputs average) and fair value
Non-derivative equity instruments:
Unlisted stocks s
$ 29,337 Public Discount for lack
30%
The higher the
company of marketability discount for lack
comparables of marketability,
the lower the fair
value

~66~

  1. The Group elects to adopt valuation models and valuation parameters under prudential consideration. Nonetheless, this does not preclude the differences arising from adoption of different valuation models or parameters. If valuation parameters change, financial assets classified as Level 3 will have effects on the profit/loss or other comprehensive income, stated as follows:
Inputs
Changes
Financial assets
Equity instruments
Discount for lack of
marketability
± 10%
Inputs
Changes
Financial assets
Equity instruments
Discount for lack of
marketability
± 10%
December31,2023 December31,2023 December31,2023 December31,2023 December31,2023 December31,2023
Recognized in profit or loss

Favorable
changes
$-


Unfavorable
$ ($ changes
2,415)
Recognized in profit or loss Recognized in other
comprehensive income
Favorable
changes
Unfavorable
changes
$ 4,190
($ 4,190)

Favorable
changes
$-


Unfavorable
$ changes
-

XIII.Additional Disclosures

(IV)Information on Significant Transactions

  1. Financing provided to others: None

  2. Endorsements/guarantees provided to others: None

  3. 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.

  4. 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.

  5. Acquisition of real estate reaching NT$300 million or 20% of paid-in capital or more: None.

  6. Disposal of real estate reaching NT$300 million or 20% of paid-in capital or more: None.

  7. Transaction with related party reaching NT$100 million or 20% of paid-in capital or more: Please refer to Table 2.

  8. Receivables from related parties reaching $100 million or 20% of paid-in capital or more: None.

  9. Trading in derivative instruments: None

  10. Business relationship, significant transactions, and significant transaction amount between parent and subsidiaries, or among subsidiaries: Please refer to Table 3.

(V)Information on Investees

Names, locations and other information of investee companies (excluding those in Mainland China): Please refer to Table 4.

~67~

(VI)Information on investments in Mainland China

None.

(VII) Information on major shareholders

Please refer to Table 5.

XIV. Operating Segment Information

(I) General Information

The primary operating activities of the Group include research, design, development, testing, manufacturing, sales of integrated circuits and solar power generation systems and general investments. The segments of the Group include a total of three segments required for reporting of the wafer industry, solar power industry and professional investments.

(II) Information on segment profit or loss

Information on reportable segment provided to the main operating decision makers:

2023
Segment revenue
Revenue from internal
segments
Revenue from external
Segment profits or losses
Segment assets
Segment liabilities
2022
Segment revenue
Revenue from internal
segments
Revenue from external
Segment profits or losses
Segment assets
Segment liabilities
Wafer industry
$1,521,232
( 38,324)
$1,482,908
($ 181,043)
$3,193,671
$1,051,853
Wafer industry
$2,294,466
( 143,173)
$2,151,293
$ 508,236
$3,964,721
$1,494,013
Solar power
industry
$ 204
-
$ 204
$ 78
$ 1,029
$-
Solar power
industry
$ 218
-
$ 218
$ 107
$ 1,154
$-
Solar power
industry
$ 204
-
$ 204
Solar power
industry
$ 204
-
$ 204






industry
204
-
204
$
$ 78
$

$

$
$
$

$

(III)Reconciliation of segment profit or loss

Since the total segment profit or loss measured was consistent with the net Income before tax of the financial statements of the Group, no reconciliation was required.

(IV)Information on product and labor type

Revenue balance component detail is as follows:

~68~

Revenue from wafer industry
Revenue from solar cells
Total
2023
$ 1,482,908
204

$ 1,482,112
2022
$ 2,151,293
218
$ 2,151,511

(V) Information by regions

The information by regions of the Group for 2023 and 2022 is as follows:

Taiwan

Asia
Europe
Americas
Total
2023 2022 2022 2022
Revenue
$ 995,368
415,409
69,968
2,367
$ 1,483,112
Non-current assets

$ 1,144,956
-
-
-

$ 1,144,956
Revenue
$ 1,465,203
583,683
96,273
6,352
$ 2,151,511
Non-current assets
$ 1,043,825
-
-
-
$ 1,043,825


(VI) Information on major customers

The information on major customers of the Group for 2023 and 2022 is as follows:

C
B
A
2023
Revenue
$ 468,324

260,038

Note
2022
Revenue
$ 352,511
244,098
237,871

Note: Less than 10% of the Group’s sales revenue.

~69~

Mosel Vitelic Inc. and Subsidiaries

Marketable Securities Held at the End of the Period (Excluding Investment in Subsidiaries, Affiliated Enterprises, and the Control Portion in a Joint Venture)

For the Year Ended December 31, 2023

Table 1
Holding company name
Marketable securities type and name
Mosel Vitelic Inc.
ProMOS Technologies Inc. (common shares)
Mosel Vitelic Inc.
Aplus Flash Technology,Inc. (common shares)
Mosel Vitelic Inc.
Pacific Resources Corporation (common shares)
Mosel Vitelic Inc.
Soft Device Inc. (common shares)
Mosel Vitelic Inc.
Pegasus Wireless Corp. (common shares)
Mosel Vitelic Inc.
NewMedia Networking Corp. (common shares)
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
Number of shares
603,326
$ 1,492,040

36,563

7,517,500

1,814,584

1,600,000

1,364,903

32,387

340,200

200,829

560
224,000

43,819
(In Thousands of New Taiwan Dollars,
Unless Specified Otherwise)
End of period
Carrying
amount
Shareholding
percentage
Fair value
Remarks
11,243
1.34 $ 11,243
Note2
- 5.28 -
3,875
4.88 3,875
- - -
Note1
- - -
Note1
- - -
Note1
- 16.24 -
Note2
604
0.07 604
- 0.41 -
1,183
2.37 1,183
6
0.56 6
- - -
- - -

Note1: 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 1 Page1

Mosel Vitelic Inc. and Subsidiaries

Total purchases from or sales to the related party reaching NT$100 million or 20% of paid-in capital or more

Table 2
Company of purchase (sales)
Mosel Vitelic Inc.
Transaction party name
Actron Technology
Corporation
Relationship
Parent compamy
Purchase (Sale)
Sales
($
For the Year Ended December
Transaction Details
Percentage of total
purchase (sale)
Amount
468,324)
( 31.58%)
31, 2023
Credit period
Net 30 days
Abnormal Transaction and Reason
Unit price
Credit period
Not applicable
Not applicable
$
Notes, acc
Balance
86,875
Notes, acc ou (In Thousands of New Taiwan Dollars,
Unless otherwise specified)
nts receivable (payable)
Percentage of total notes/
ccounts receivable (payable)
Remarks
40.51%
(In Thousands of New Taiwan Dollars,
Unless otherwise specified)
nts receivable (payable)
Percentage of total notes/
ccounts receivable (payable)
Remarks
40.51%

a

Table 2 Page1

Mosel Vitelic Inc. and Subsidiaries

The Business Relationship, Significant Transactions, and Significant Transaction Amount between Parent and Subsidiaries, or among Subsidiaries

For the Year Ended December 31, 2023

Table 3

Table 3
No.
(Note 1)
0
0
0
0
0
Relationship with
transaction party
Name of transaction party
Transaction party
(Note 2)
Item
Mosel Vitelic Inc.
DenMOS Technology Inc.
1
Accounts receivable
$ Mosel Vitelic Inc.
DenMOS Technology Inc.
1
Sales revenue
Mosel Vitelic Inc.
DenMOS Technology Inc.
1
Other receivables
Mosel Vitelic Inc.
DenMOS Technology Inc.
1
Rental revenue
Mosel Vitelic Inc.
DenMOS Technology Inc.
1
Deposits received
(In Thousands of New Taiwan Dollars,
Unless otherwise specified)
Transaction status
Percentage of consolidated total
revenue or total assets
Amount
Transaction terms
(Note 3)
5,706
According to general sales conditions
0.17%
38,324
According to general sales conditions
2.58%
187
According to contract terms
0.01%
526
According to contract terms
0.04%
206
According to contract terms
0.01%

Note 1: The business dealing information between the parent company and subsidiary shall be respectively indicated in the numbering column, and the number filling method is as follows:

  • (1) Fill in “0” for the parent company.

(2) Subsidiaries are listed in sequential order starting from Arabic number of “1”

Note 2: There are three types of relationship with the transaction counterparty as follows, and only type is required to be indicated (if it refers to the same transaction between parent company and subsidiary or between subsidiaries, repetitive disclosure is not required. For example: For a transaction of the parent company to a subsidiary, if the parent company has disclosed such transaction, then the subsidiary is not required to make repetitive disclosure. For a transaction between subsidiaries, if one of the subsidiaries has disclosed such transaction, then the other subsidiary is not required to make repetitive disclosure):

  • (1) Parent company to subsidiary

  • (2) Subsidiary to parent company.

  • (3) Between subsidiaries.

Note 3: For calculation of transaction amount to total sales or assets, the numerator and denominator are determined by the characteristics of the transaction. If the feature of the transaction belongs to balance sheet items, take the ending balance of the period divided by total assets; if the feature of the transaction belongs to revenue and expense items, take the accumulated balance during the interim of the period divided by total sales.

Table 3 Page1

Mosel Vitelic Inc. and Subsidiaries

Names, locations and other information of investee companies (Excluding Those in Mainland China)

For the Year Ended December 31, 2023

Table 4
Name of investor
Mosel Vitelic Inc.
Mosel Vitelic Inc.
Mosel Vitelic Inc.
Mosel Vitelic Inc.
Mosel Vitelic Inc.
Mosel Vitelic Inc.
Mou-Fu Investment
Consultant., Ltd
Mou-Fu Investment
Consultant., Ltd
Giant Haven Investments
Ltd. (BVI)
Name of investee
DenMOS Technology Inc.
Mou-Fu Investment Consultant., Ltd.
Bou-Der Investment, Ltd.
Giant Haven Investments Ltd.(BVI)
Vision2000 Venture Ltd.(Cayman)
Integrated Memory Technologies, Inc.
Bou-Der Investment, Ltd..
DenMOS Technology Inc.
Third Dimension Semiconductor, Inc.
Location
Main business
Taiwan
Sales and manufacturing of
integrated circuits

Taiwan
Lease, labor dispatch and
various services

Taiwan
Investment holding

British Virgin
Islands
General investment

Cayman Islands General investment

U.S.A.
Flash memory design house

Taiwan
Investment holding

Taiwan
Sales and manufacturing of
integrated circuits

U.S.A.
Power IC design
Initial investment amount
End of current
period
End of last year
$ 291,820 $ 291,820
2,313,124 2,313,124
1,264,372 1,264,372
664,061 664,061
-
810,590
44,753 44,753
1,356,365 1,356,365
25,863 25,863
314,640 314,640
End of
Number of shares
9,113,722
12,011,900
6,399,501
1,900
-

2,500,000
6,839,233
471,281
49,182,884
End of term holding
Percentage
80.24

100.00
46.71
100.00
-

23.00
49.92
4.15
43.00
(In Thousands of New Taiwan Dollars,
Unless otherwise specified)
Current profit
or loss of
Current
investment
Carrying
amount
investee
profit or loss
recognized
Remarks
$ 102,855 ($ 8,471) ($ 6,797)
110,947 479 479
35,643 654 305
Note2
71,406 3,098 3,098
-
( 1) ( 1)
Note1
-
-
-
38,096 654 327
5,475 ( 8,471) ( 352)
- 4,294 -
(In Thousands of New Taiwan Dollars,
Unless otherwise specified)
Current profit
or loss of
Current
investment
Carrying
amount
investee
profit or loss
recognized
Remarks
$ 102,855 ($ 8,471) ($ 6,797)
110,947 479 479
35,643 654 305
Note2
71,406 3,098 3,098
-
( 1) ( 1)
Note1
-
-
-
38,096 654 327
5,475 ( 8,471) ( 352)
- 4,294 -
(In Thousands of New Taiwan Dollars,
Unless otherwise specified)
Current profit
or loss of
Current
investment
Carrying
amount
investee
profit or loss
recognized
Remarks
$ 102,855 ($ 8,471) ($ 6,797)
110,947 479 479
35,643 654 305
Note2
71,406 3,098 3,098
-
( 1) ( 1)
Note1
-
-
-
38,096 654 327
5,475 ( 8,471) ( 352)
- 4,294 -
period
$ 291,820
2,313,124
1,264,372
664,061
-
44,753
1,356,365
25,863
314,640

recognized
($ 6,797)
479
305
3,098
( 1)
-
327
( 352)
-

Note2

Note1

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. and Subsidiaries Information on major shareholders

For Year Ended December 31, 2023

Table 5

Name of majorshareholder Shares
Numberofsharesheld
46,925,459
Shareholding percentage
Actron Technology Corporation 30.05%

Table 5 Page1