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PANJIT — Annual Report 2023
Dec 27, 2023
52114_rns_2023-12-27_ad091d32-efec-414d-868d-df8c45be8516.pdf
Annual Report
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PANJIT INTERNATIONAL INC. AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
WITH REPORT OF INDEPENDENT ACCOUNTANTS
FOR THE YEARS ENDED 31 DECEMBER 2023 AND 2022
Address: No.24, Gangshan N. Rd., Gangshan Dist., Kaohsiung City, Taiwan, R.O.C. Telephone: 886-7-621-3121
The reader is advised that these financial statements have been prepared originally in Chinese. In the event of a conflict between these financial statements and the original Chinese version or difference in interpretation between the two versions, the Chinese financial statements shall prevail.
~1~
REPRESENTATION LETTER
The entities that are required to be included in the consolidated financial statements of affiliates in accordance with the “Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises” for the year ended December 31, 2023 are all the same as those included in the consolidated financial statements of PANJIT International Inc. and its subsidiaries prepared in conformity with the International Financial Reporting Standard 10 “Consolidated Financial Statements”. Relevant information that should be disclosed in the consolidated financial statements of affiliates is included in the consolidated financial statements of PANJIT International Inc. and its subsidiaries. Hence, we do not prepare a separate set of consolidated financial statements of affiliates.
Very truly yours,
PANJIT International Inc.
By
FANG, MING-CHING
Chairman
March 08 2024
~2~
Independent Auditor’s Report
To: PANJIT International Inc.
Opinion
We have audited the accompanying consolidated balance sheets of PANJIT INTERNATIONAL INC. (the “Company”) and its subsidiaries as of 31 December 2023 and 2022, and the related consolidated statements of comprehensive income, changes in equity and cash flows for the years ended 31 December 2023 and 2022, and notes to the consolidated financial statements, including the summary of significant accounting policies (together “the consolidated financial statements”).
In our opinion, based on our audits and the reports of other independent accountants (please refer to the Other Matter – Making Reference to the Audits of Other Independent Accountants section of our report), the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company and its subsidiaries as of 31 December 2023 and 2022, and their consolidated financial performance and cash flows for the years ended 31 December 2023 and 2022, in conformity with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed and became effective by Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations 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 Company and its subsidiaries in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China (the “Norm”), and we have fulfilled our other ethical responsibilities in accordance with the Norm. Based on our audits and the reports of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of 2023 consolidated financial statements. 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.
~3~
1. Revenue Recognition
The consolidated operating revenues of the Company and its subsidiaries amounted to NT$12,707,319 thousand for the year ended 31 December 2023. The main source of revenue is manufacturing and selling diodes. As the operation spanned globally and the product combination and pricing methods were diverse, judgment of the performance obligation and when it is satisfied was required. Therefore, we considered this a key audit matter.
Our audit procedures included (but are not limited to) assessing the appropriateness of the accounting policy of revenue recognition; testing the design and operating effectiveness of internal controls around revenue recognition by management, including identifying completeness of performance obligation of client contracts and the accounting treatment of the timing of revenue recognition; performing analytical procedures on gross margin by products and departments; selecting samples to perform test of details and reviewing significant terms and conditions of contracts; performing cutoff procedures, testing general journal entry, reviewing sales transaction certificates before and after the balance sheet date to verify that revenue has been recorded in the correct accounting period. Accordingly, evaluating the appropriateness of significant sales returns and rebates. In addition, we also considered the appropriateness of the disclosures of sales. Please refer to Notes 4 and 6 to the Company’s consolidated financial statements.
2. Evaluation of Inventories
As of 31 December 2023, the Company and its subsidiaries’ net inventories amounted to NT$3,006,980 thousand, constituting 10% of consolidated total assets which was then identified as material to financial statement. The status of inventory was difficult to manage due to various types of stocks stored across various locations including outsourced warehouses. Such inventories are stated at the lower of cost and net realizable value. Evaluation involves management’s significant accounting estimation and judgement, and the carrying amount of inventories is material to consolidated financial statements. Therefore we considered this a key audit matter.
Our audit procedures included (but are not limited to) assessing the appropriateness of the accounting policy of inventories evaluation; testing the design and operating effectiveness of internal controls around inventories by management, including assessing the transfer of inventory cost, selecting major warehouse to observe physical stock taking to verify inventory quantity and status; and assessing the management's estimates of net realizable value by inventories evaluation, and selecting samples to verify related certificates to test the correctness of inventories aging interval; review whether obsolescence loss allowance was sufficient according to policy and assess the appropriateness of the provision policy. We also assessed the adequacy of disclosures of inventories. Please refer to Notes 4, 5 and 6 to the Company’s consolidated financial statements.
~4~
Other Matter – Making Reference to the Audits of Component Auditors
We did not audit the financial statements of certain investment accounted for under the equity method, which reflected the associates and joint ventures under equity method in the amount of NT$1,567,662 thousand and NT$1,575,688 thousand, constituting 5% and 5% of consolidated total assets as of 31 December 2023 and 2022, respectively. The related shares of profits from the associates and joint ventures under the equity method of NT$107,503 thousand and NT$81,531 thousand, constituting 9% and 4% of consolidated pretax income, and the related shares of other comprehensive income from the associates and joint ventures under the equity method of (NT$9,948) thousand and NT$5,985 thousand, constituting 1% and 3% of consolidated other comprehensive income for the year ended 31 December 2023 and 2022, respectively. Those financial statements were audited by other independent accountants, whose reports there on have been furnished to us, and our audit results are based solely on the reports of the other independent accountants.
Responsibilities of Management 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 requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed and became effective by Financial Supervisory Commission of the Republic of China 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, management is responsible for assessing the ability to continue as a going concern of the Company and its subsidiaries, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company and its subsidiaries or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including audit committee, are responsible for overseeing the financial reporting process of the Company and its subsidiaries.
Auditor’s Responsibilities for the Audit of 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 auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
~5~
As part of an audit in accordance with Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of the Company and its subsidiaries.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability to continue as a going concern of the Company and its subsidiaries. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s 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 auditor’s report. However, future events or conditions may cause the Company and its subsidiaries to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the accompanying notes, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company and its subsidiaries to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
~6~
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of 2023 consolidated financial statements and are therefore the key audit matters. We describe these matters in our auditor’s 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.
Others
We have audited and expressed an unqualified opinion including an Other Matter Paragraph on the parent company only financial statements of the Company as of and for the years ended 31 December 2023 and 2022.
Chen, Cheng-Chu
Fuh, Wen-Fun
Ernst & Young, Taiwan 8 March 2024
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, results of operations 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 consolidated financial statements are those generally accepted and applied in the Republic of China.
Accordingly, the accompanying consolidated financial statements and report of independent auditors are not intended for use by those who are not informed about the accounting principles or Standards on Auditing of Republic of China, and their applications in practice.
~7~
English Translation of Consolidated Financial Statements Originally Issued in Chinese PANJIT INTERNATIONAL INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS 31 December, 2023 and 2022
(Expressed in Thousand of New Taiwan Dollars)
| Assets | Notes | December 31, 2023 | December 31, 2023 | December 31, 2022 | December 31, 2022 |
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| Current assets Cash and cash equivalents Financial assets at fair value through profit or loss - current Notes receivable, net Trade receivable, net Trade receivable-related parties, net Other receivables, net Other receivables-related parties, net Inventories, net Prepayments Other current assets Total current assets Non-current assets Financial assets at fair value through profit or loss-non-current Financial assets at fair value through other comprehensive income-non-current Financial assets measured at amortized cost-non-current Investments accounted for using the equity method Property, plant and equipment Right-of-use assets Intangible assets Deferred tax assets Prepayment for equipments Refundable deposits Other non-current assets Total non-current assets Total assets |
6(1) 6(2) 6(5),(20) 6(6),(20) 6(6), (20)/7 7 6(7) 8 6(2) 6(3) 6(4) 6(8) 6(9)/7 6(21) 6(10),(11) 6(25) 8 8 |
$3,076,877 3,325,793 590,324 3,443,023 39,589 150,301 2,760 3,006,980 538,418 158,256 |
11 11 2 12 - 1 - 10 2 1 |
$3,033,568 2,993,980 352,859 3,360,160 56,700 146,057 3,352 3,754,265 758,487 150,376 |
10 10 1 12 - - - 13 3 1 50 - 2 - 7 25 5 6 1 2 2 - 50 100 |
| 14,332,321 | 50 | 14,609,804 | |||
| 61,989 493,248 27,511 2,018,480 7,801,152 1,224,334 1,649,469 379,346 78,260 468,708 147,917 |
- 2 - 7 27 4 6 1 - 2 1 |
37,485 521,889 26,622 2,038,347 7,411,293 1,296,176 1,661,358 350,643 443,341 637,470 132,418 |
|||
| 14,350,414 | 50 | 14,557,042 | |||
| $28,682,735 | 100 | $29,166,846 | |||
| Liabilities and equity | Notes | December 31, 2023 | December 31, 2022 | ||
| Amount | % | Amount | % | ||
| Current Liabilities Short-term borrowings Contract liabilities-current Notes payable Trade payable Trade payable-related parties Other payables Other payables - related parties Current tax liabilities Lease liabilities - current Long-term borrowings, current portion Other current liabilities - other Total current liabilities Non-current Liabilities Long-term borrowings Deferred tax liabilities Lease liabilities - non-current Long-term deferred revenue Defined benefit liabilities - non-current Other non-current liabilities Total non-current liabilities Total liabilities Equity attributable to the parent company Capital Common stock Capital surplus Retained earnings Legal reserve Special reserve Unappropriated retained earnings Total retained earnings Other components of equity Treasury stock Total equity attributable to the parent company Non-controlling interests Total equity Total liabilities and equity |
6(12) 6(19) 6(13) 7 7 6(21),7 6(15),8 6(15),8 6(25) 6(21),7 6(14) 6(16) 6(17) 6(17) 6(17) 6(17) 6(17) |
$2,689,193 9,744 636,740 1,350,821 54,277 1,368,002 37,190 288,522 51,245 507,000 117,330 |
9 - 2 5 - 5 - 1 - 2 1 |
$2,769,949 10,041 605,905 1,417,681 59,068 1,742,971 37,903 295,814 52,735 478,875 76,945 |
10 - 2 5 - 6 - 1 - 2 - 26 21 - 1 - - - 22 48 13 21 2 2 11 15 (2) - 47 5 52 100 |
| 7,110,064 | 25 | 7,547,887 | |||
| 6,342,653 82,889 281,270 61,566 66,579 103,175 |
22 - 1 - - 1 |
6,033,741 91,895 321,641 98,807 66,945 96,695 |
|||
| 6,938,132 | 24 | 6,709,724 | |||
| 14,048,196 | 49 | 14,257,611 | |||
| 3,821,149 6,007,138 729,336 717,237 2,579,987 |
13 21 3 2 9 |
3,828,149 6,016,861 505,733 717,237 3,116,721 |
|||
| 4,026,560 | 14 | 4,339,691 | |||
| (606,249) - |
(2) - |
(552,617) (16,507) |
|||
| 13,248,598 | 46 | 13,615,577 | |||
| 1,385,941 | 5 | 1,293,658 | |||
| 14,634,539 | 51 | 14,909,235 | |||
| $28,682,735 | 100 | $29,166,846 | |||
(The accompanying notes are an integral part of the consolidated financial statements.)
~ ~ 8
English Translation of Consolidated Financial Statements Originally Issued in Chinese PANJIT INTERNATIONAL INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the years ended 31 December, 2023 and 2022 (Expressed in Thousand of New Taiwan Dollars, Expect for Earnings per share)
| Items | Notes | 2023 | 2023 | 2022 | 2022 |
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| Operating revenues Operating costs Gross profit Operating expense Selling expense Administrative expenses Research and development expenses Expected credit impairment (losses) gains Total operating expense Operating income Non-operating income and expenses Interest income Other income Other gains or losses Finance costs Impairment loss determined in accordance with IFRS 9, net Share of profit or loss of associates under equity method Total non-operating income and expenses Pretax income from continuing operations Income tax expenses Profit from continuing operations Net income Other comprehensive income (loss) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit obligation Unrealized gains (losses) from equity instrument investments measured at fair value through other comprehensive income Income tax related to items that will not be reclassified Items that may be reclassified subsequently to profit or loss: Exchange differences arising on translation of foreign operations Income tax related to items that may be reclassified Other comprehensive income of the current period (net after tax) Total comprehensive income Profit (loss), attributable to: Profit (loss), attributable to owners of parent Profit (loss), attributable to non-controlling interests Comprehensive income attributable to: Comprehensive income, attributable to owners of parent Comprehensive income, attributable to non-controlling interests Earnings per share (NTD) Basic earnings per share Diluted earnings per share |
6(19),7 6(7).(22),7 6(20).(21).(22),7 6(20) 6(21).(23),7 7 7 6(20) 6(8) 6(25) 6(24) 6(24).(25) 6(24).(25) 6(26) |
$12,707,319 (9,499,258) |
100 (75) |
$13,227,847 (9,232,010) |
100 (70) |
| 3,208,061 | 25 | 3,995,837 | 30 | ||
| (676,346) (860,584) (832,674) (4,723) |
(5) (7) (6) - |
(681,383) (973,484) (719,208) 9,311 |
(5) (7) (6) - |
||
| (2,374,327) | (18) | (2,364,764) | (18) | ||
| 833,734 | 7 | 1,631,073 | 12 | ||
| 171,995 148,447 134,241 (202,803) (25,367) 104,849 |
1 1 1 (2) - 1 |
133,842 108,782 241,339 (138,090) - 114,396 |
1 1 2 (1) - 1 |
||
| 331,362 | 2 | 460,269 | 4 | ||
| 1,165,096 (152,145) |
9 (1) |
2,091,342 (333,438) |
16 (3) |
||
| 1,012,951 | 8 | 1,757,904 | 13 | ||
| 1,012,951 | 8 | 1,757,904 | 13 | ||
| (4,446) 9,991 291 (46,247) 9,147 |
- - - - - |
26,842 (293,286) (6,948) 583,547 (93,185) |
- (2) - 5 (1) |
||
| (31,264) | - | 216,970 | 2 | ||
| $981,687 | 8 | $1,974,874 | 15 | ||
| $820,782 192,169 |
6 2 |
$1,757,631 273 |
13 - |
||
| $1,012,951 | 8 | $1,757,904 | 13 | ||
| $779,584 202,103 |
6 2 |
$1,898,561 76,313 |
14 1 |
||
| $981,687 | 8 | $1,974,874 | 15 | ||
| $2.15 | $4.60 | ||||
| $2.14 | $4.57 | ||||
(The accompanying notes are an integral part of the consolidated financial statements.)
~ ~ 9
English Translation of Consolidated Financial Statements Originally Issued in Chinese
PANJIT INTERNATIONAL INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
For the years ended 31 December, 2023 and 2022
(Expressed in Thousand of New Taiwan Dollars)
| Items | Equity Attrib | Equity Attrib | Equity Attrib | utable to Parent Company | utable to Parent Company | utable to Parent Company | Non- Controlling interests |
Total Equity | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Capital | Capital Surplus |
Retained Earnings | Othe | r Components of Equity | Treasury stock |
Total | ||||||
| Common stock |
Legal Reserve |
Special Reserve |
Unappropriated Retained Earnings |
Exchange Differences Arising on Translation of Foreign Operations |
Unrealized Gains or Losses on Financial Assets Measured at Fair Value through Other Comprehensive Income |
Others | ||||||
| Balance as of 1 January, 2022 Appropriation and distribution of 2021 retained earnings Legal reserve Cash dividend Changes in equity of associates accounted for using equity method Net income in 2022 Other comprehensive income (loss) in 2022 Total comprehensive income (loss) Increase (decrease) through changes in ownership interests in subsidiaries Increase (decrease) in non-controlling interests Balance as of 31 December, 2022 Balance as of 1 January, 2023 Appropriation and distribution of 2022 retained earnings Legal reserve Cash dividend Changes in equity of associates accounted for using equity method Net income in 2023 Other comprehensive income (loss) in 2023 Total comprehensive income (loss) Retirement of treasury share Increase (decrease) through changes in ownership interests in subsidiaries Increase (decrease) in non-controlling interests Balance as of 31 December, 2023 Difference between consideration given/received and carrying amount of interests in subsidiaries acquired through of disposed Disposal of euqity instrument investments measured at fair value through other comprehensive income Difference between consideration given/received and carrying amount of interests in subsidiaries acquired through of disposed Disposal of euqity instrument investments measured at fair value through other comprehensive income |
$3,828,149 - - - - - |
$6,086,155 - - 116 - - |
$328,134 177,599 - - - - |
$717,237 - - - - - |
$2,204,637 (177,599) (1,146,345) - 1,757,631 21,175 |
($821,558) - - - - 402,712 |
$570,034 - - - - (282,957) |
($413) - - - - - |
($16,507) - - - - - |
$12,895,868 - (1,146,345) 116 1,757,631 140,930 |
$215,134 - - (354) 273 76,040 |
$13,111,002 - (1,146,345) (238) 1,757,904 216,970 |
| - | - | - | - | 1,778,806 | 402,712 | (282,957) | - | - | 1,898,561 | 76,313 | 1,974,874 | |
| - - - - |
(69,414) 4 - - |
- - - - |
- - - - |
36,787 - - 420,435 |
- - - - |
- - - (420,435) |
- - - - |
- - - - |
(32,627) 4 - - |
120,672 (165,271) 1,047,164 - |
88,045 (165,267) 1,047,164 - |
|
| $3,828,149 | $6,016,861 | $505,733 | $717,237 | $3,116,721 | ($418,846) | ($133,358) | ($413) | ($16,507) | $13,615,577 | $1,293,658 | $14,909,235 | |
| $3,828,149 - - - - - |
$6,016,861 - - (663) - - |
$505,733 223,603 - - - - |
$717,237 - - - - - |
$3,116,721 (223,603) (1,146,345) - 820,782 (3,549) |
($418,846) - - - - (46,338) |
($133,358) - - - - 8,689 |
($413) - - - - - |
($16,507) - - - - - |
$13,615,577 - (1,146,345) (663) 820,782 (41,198) |
$1,293,658 - - - 192,169 9,934 |
$14,909,235 - (1,146,345) (663) 1,012,951 (31,264) |
|
| - | - | - | - | 817,233 | (46,338) | 8,689 | - | - | 779,584 | 202,103 | 981,687 | |
| (7,000) - - - - |
(9,507) - 447 - - |
- - - - - |
- - - - - |
- - (2) - 15,983 |
- - - - - |
- - - - (15,983) |
- - - - - |
16,507 - - - - |
- - 445 - - |
- 8,674 (385) (118,109) - |
- 8,674 60 (118,109) - |
|
| $3,821,149 | $6,007,138 | $729,336 | $717,237 | $2,579,987 | ($465,184) | ($140,652) | ($413) | $- | $13,248,598 | $1,385,941 | $14,634,539 | |
(The accompanying notes are an integral part of the consolidated financial statements.)
~ ~ 10
English Translation of Consolidated Financial Statements Originally Issued in Chinese PANJIT INTERNATIONAL INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended 31 December, 2023 and 2022
(Expressed in Thousand of New Taiwan Dollars)
| PANJIT INTERNATIONAL INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS For the years ended 31 December, 2023 and 2022 (Expressed in Thousand of New Taiwan Dollars) |
||
|---|---|---|
| Items | 2023 | 2022 |
| Amount | Amount | |
| Cash flows from operating activities: Net income before tax Adjustments to reconcile net income (loss) before tax to net cash provided by operating activities: Revenue and expenses Depreciation Amortization Expected credit losses (gains) Net (gain) of financial assets and liabilities at fair value through profit or loss Interest expense Interest revenue Dividend revenue Share of (profit) loss of associates accounted for using equity method (Gain) on disposal of property, plant and equipment Loss on disposal of investments (Gain) on disposal of investments accounted for under the equity method Reversal of impairment loss on non-financial assets Others-Loss on inventory valuation Others-other Subtotal Changes in operating assets and liabilities: Changes in operating assets: Financial assets at fair value through profit or loss, mandatorily measured at fair value Notes receivable Trade receivable Trade receivable-related parties Other receivables Other receivables-related parties Inventories Prepayments Other current assets Changes in operating liabilities: Contract liabilities Notes payable Trade payable Trade payable-related parties Other payables Other payables-related parties Other current liabilities Net defined benefit liabilities-non-current Total changes in operating assets and liabilities Cash inflow generated from operations Interest received Income tax (paid) Net cash provided by operating activities Cash flows from investing activities: Proceeds from disposal of financial assets at fair value through other comprehensive income Acquisition of financial assets at fair value through profit or loss Acquisition of investments accounted for under the equity method Proceeds from disposal of investments accounted for using equity method Net cash flow from acquisition of subsidiaries Acquisition of property, plant, and equipment Proceeds from disposal of property, plant and equipments Increase in refundable deposits Decrease in refundable deposits Acquisition of intangible assets Increase in other financial assets Decrease in other financial assets Increase in other non-current assets Increase in prepayments for equipments Dividends received Net cash flows (used in) by investing activities Cash flows from financing activities: Decrease in short-term loans Proceeds from long-term debt Payments of lease liabilities Increase in other non-current liabilities Decrease in other non-current liabilities Cash dividends paid Acquisition of ownership interests in subsidiaries Interest paid Change in non-controlling interests Net cash flows (used in) by financing activities Effect of exchange rate changes on cash and cash equivalents Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period |
$1,165,096 857,325 41,120 30,090 (132,139) 202,803 (171,995) (8,231) (104,849) (26,683) 7,955 - (692) 264,180 (27,789) 931,095 (240,422) (237,465) (85,520) 17,111 (29,137) 592 486,944 235,995 (7,880) (297) 30,835 (67,460) (4,791) (160,421) (713) 40,351 (6,966) (29,244) 2,066,947 171,995 (193,550) 2,045,392 21,361 (25,131) - - 1,143 (830,021) 30,635 - 168,785 (23,263) (2,065) - (13,435) (206,770) 129,210 (749,551) (71,369) 333,059 (72,726) 6,481 - (1,146,345) - (185,178) (114,804) (1,250,882) (1,650) 43,309 3,033,568 $3,076,877 |
$2,091,342 723,387 48,317 (9,311) (70,231) 138,090 (133,842) (15,555) (114,396) (73) - (72,787) (5,271) 332,083 (10,537) |
| 809,874 | ||
| 697,064 226,590 597,172 83,989 6,159 3,172 (1,375,857) (164,551) 152,577 (6,809) (149,679) (685,919) (127,182) (122,875) (2,653) 53,472 (14,977) |
||
| (830,307) | ||
| 2,070,909 133,842 (424,322) |
||
| 1,780,429 | ||
| 734,294 (39,074) (27,151) 97,750 (997,574) (1,248,453) 10,920 (96,196) - (32,051) - 9,325 (37,507) (694,560) 143,846 |
||
| (2,176,431) | ||
| (452,310) 1,884,954 (67,375) - (10,801) (1,146,345) (753) (123,906) (293,517) |
||
| (210,053) | ||
| 225,916 (380,139) 3,413,707 |
||
| $3,033,568 | ||
(The accompanying notes are an integral part of the consolidated financial statements.)
~ 11 ~
PANJIT INTERNATIONAL INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED 31 DECEMBER 2023 AND 2022
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
1. History and organization
PANJIT INTERNATIONAL INC. (the Company) was incorporated on 20 May 1986, under the Company Act of the Republic of China on Taiwan. The Company’s registered address is No. 24, Gangshan N. Rd., Gangshan Dist., Kaohsiung City. The principal activities of the Company are to manufacture, process, assemble and to import and export semiconductors. The Company also assembles, trades and transfers technological advancements of machinery parts. The Company also trades resins and paints for semiconductors.
The Company’s stock was officially listed for trading on the OTC market on December 22, 1999, and then listed on the Taiwan Stock Exchange on September 17, 2001.
2. Date and procedures of authorization of financial statements for issue
The consolidated financial statements of the Company and its subsidiaries (“the Group”) for the years ended 31 December 2023 and 2022 were authorized for issue by the Board of Directors on 8 March 2024.
3. Newly issued or revised standards and interpretations
- (1) Changes in accounting policies resulting from applying for the first time certain standards and amendments
The Group applied for the first time International Financial Reporting Standards, International Accounting Standards, and Interpretations issued, revised or amended which are recognized by Financial Supervisory Commission (“FSC”) and become effective for annual periods beginning on or after 1 January 2023. The adoption of these new standards and amendments had no material impact on the Group.
- (2) Standards or interpretations issued, revised or amended, by International Accounting Standards Board (“IASB”) which are endorsed by FSC, and not yet adopted by the Group as at the end of the reporting period are listed below.
| Items | New, Revised or Amended Standards and Interpretations | Effective Date issued byIASB |
|---|---|---|
| a | Classification of Liabilities as Current or Non-current Liabilities – Amendments to IAS 1 |
January 1, 2024 |
| b | Lease Liabilities in a Sale and Leasebacks – Amendment to IFRS 16 | January1,2024 |
| c | Non−current Liabilities with Contracts – Amendments to IAS 1 | January1,2024 |
| d | Supplier Finance Arrangements – Amendments to IAS 7 and IFRS 7 | January1,2024 |
- (a) Classification of Liabilities as Current or Non-current Liabilities - Amendments to IAS 1 This is based on the amendments to IAS 1 “Presentation of Financial Statements” The classification of liabilities in paragraphs 69 to 76 as current or non-current shall be corrected.
~12~
- (b) Lease Liabilities in a Sale and Leasebacks – Amendment to IFRS 16
The amendments add seller-lessee additional requirements for the sale and leaseback transactions in IFRS 16 “Leases”, thereby supporting the consistent application of the standard.
- (c) Non-current Liabilities with Contracts – Amendments to IAS 1
The amendment improved the information companies provide about long-erm debt with covenants. The amendment specify that covenants to be complied within twelve months after the reporting period do not affect the classification of debt as current or non-current at the end of the reporting period.
- (d) Supplier Finance Arrangements – Amendments to IAS 7 and IFRS 7
The amendments introduced additional information of supplier finance arrangements and added disclosure requirements for such arrangements.
The abovementioned standards and interpretations were issued by IASB and endorsed by FSC so that they are applicable for annual periods beginning on or after January 1, 2023. Have no material impact on the Group.
- (3) Standards or interpretations issued, revised or amended, by IASB which are not endorsed by FSC, and not yet adopted by the Group as at the end of the reporting period are listed below:
| Items | New, Revised or Amended Standards and Interpretations | Effective Date issued byIASB |
|---|---|---|
| 1 | IFRS 10 “Consolidated Financial Statements” and IAS 28 “Investments in Associates and Joint Ventures” — Sale or Contribution of Assets between an Investor and its Associate or Joint Ventures |
To be determined by IASB |
| 2 | IFRS 17 “Insurance Contracts” | 1 January2023 |
| 3 | Lack of Exchangeability—Amendments to IAS 21 | 1 January2025 |
- (a) IFRS 10 “Consolidated Financial Statements” and IAS 28 “Investments in Associates and Joint Ventures” — Sale or Contribution of Assets between an Investor and its Associate or Joint Ventures
The amendments address the inconsistency between the requirements in IFRS 10 Consolidated Financial Statements and IAS 28 Investments in Associates and Joint Ventures, in dealing with the loss of control of a subsidiary that is contributed to an associate or a joint venture. IAS 28 restricts gains and losses arising from contributions of non-monetary assets to an associate or a joint venture to the extent of the interest attributable to the other equity holders in the associate or joint ventures. IFRS 10 requires full profit or loss recognition on the loss of control of the subsidiary. IAS 28 was amended so that the gain or loss resulting from the sale or contribution of assets that constitute a business as defined in IFRS 3 between an investor and its associate or joint venture is recognized in full.
~13~
IFRS 10 was also amended so that the gains or loss resulting from the sale or contribution of a subsidiary that does not constitute a business as defined in IFRS 3 between an investor and its associate or joint venture is recognized only to the extent of the unrelated investors’ interests in the associate or joint venture.
- (b) IFRS 17 "Insurance Contracts"
IFRS 17 provides a comprehensive model for insurance contracts, covering all relevant accounting aspects (including recognition, measurement, presentation, and disclosure requirements). The core of IFRS 17 is the General (building block) Model, under this model, on initial recognition, an entity shall measure a group of insurance contracts at the total of the fulfilment cash flows and the contractual service margin. The carrying amount of a group of insurance contracts at the end of each reporting period shall be the sum of the liability for remaining coverage and the liability for incurred claims.
Other than the General Model, the standard also provides a specific adaptation for contracts with direct participation features (the Variable Fee Approach) and a simplified approach (Premium Allocation Approach) mainly for short-duration contracts.
IFRS 17 was issued in May 2017 and it was amended in 2020 and 2021. The amendments include deferral of the date of initial application of IFRS 17 by two years to annual beginning on or after January 1, 2023 (from the original effective date of January 1, 2021), provide additional transition reliefs, simplify some requirements to reduce the costs of applying IFRS 17 and revise some requirements to make the results easier to explain. IFRS 17 replaces an interim Standard - IFRS 4 Insurance Contracts - from annual reporting periods beginning on or after January 1, 2023.
- (c) Lack of Exchangeability-Amendments to IAS 21
These amendments specify whether a currency is exchangeable into another currency and, when it is not, to determining the exchange rate to use and the disclosures to provide. The amendments apply for annual reporting periods beginning on or after January 1, 2025.
The abovementioned standards and interpretations issued by IASB have not yet endorsed by FSC at the date when the Company’s financial statements were authorized for issue, and the local effective dates are to be determined by FSC. As the Company is still currently determining the potential impact of the standards and interpretations listed under (c), it is not practicable to estimate their impact on the Company at this point in time. The remaining new or amended standards and interpretations have no material impact on the Group.
4. Summary of significant accounting policies
- (1) Statement of Compliance
The consolidated financial statements of the Group for the years ended 31 December 2023 and 2022 have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers (“the Regulations”), IFRSs, IASs, IFRIC and SIC, which are endorsed by FSC (TIFRSs).
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- (2) Basis of Preparation
The consolidated financial statements have been prepared on a historical cost basis, except for financial instruments that have been measured at fair value. The consolidated financial statements are expressed in thousands of New Taiwan Dollars (“$”) unless otherwise stated.
- (3) Basis of consolidation
Preparation principle of consolidated financial statements
Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if and only if the Group has:
-
(a) power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee)
-
(b) exposure, or rights, to variable returns from its involvement with the investee, and
-
(c) the ability to use its power over the investee to affect its returns
When the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:
-
(a) the contractual arrangement with the other vote holders of the investee
-
(b) rights arising from other contractual arrangements
-
(c) the Group’s voting rights and potential voting rights
The Group re−assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control.
Subsidiaries are fully consolidated from the acquisition date, being the date on which the Company obtains control, and continue to be consolidated until the date that such control ceases. The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using uniform accounting policies. All intra-group balances, income and expenses, unrealized gains and losses and dividends resulting from intra-group transactions are eliminated in full.
A change in the ownership interest of a subsidiary, without a change of control, is accounted for as an equity transaction.
Total comprehensive income of the subsidiaries is attributed to the owners of the parent and to the noncontrolling interests even if this results in the non-controlling interests having a deficit balance.
~15~
If the Company loses control of a subsidiary, it:
-
(a) derecognizes the assets (including goodwill) and liabilities of the subsidiary;
-
(b) derecognizes the carrying amount of any non-controlling interest;
-
(c) recognizes the fair value of the consideration received;
-
(d) recognizes the fair value of any investment retained;
-
(e) recognizes any surplus or deficit in profit or loss; and
-
(f) reclassifies the parent’s share of components previously recognized in other comprehensive income to profit or loss.
The consolidated entities are listed as follows:
| Investor The Company The Company The Company The Company The Company The Company The Company PAN−JIT ASIA INTERNATIONAL INC. PAN−JIT ASIA INTERNATIONAL INC. |
Subsidiary PAN−JIT ASIA INTERNATIONAL INC. Pynmax Technology Co., Ltd. AIDE ENERGY EUROPE COӦPERATIE U.A. Champion Microelectronic Corp. (“CMC”) PANJIT JAPAN Inc. PAN−JIT INTERNATIONAL (H.K.) LTD. PANSTAR SEMICONDUCTOR CO., LTD. PAN−JIT INTERNATIONAL (H.K.) LTD. PAN JIT EUROPE GMBH |
Main businesses Investment holding Manufacture of electronic components and international trade business Investment holding Research and development, design and manufacture and technology consultation of power IC, field effect transistors and fast recovery diodes, international trade Sale of electronic products Sale of electronic products Manufacture of electronic components and international trade business Sale of electronic products Sale of electronic products |
Percentage of ownership (%) 31 Dec. 2023 31 Dec. 2022 100.00% 100.00% 94.64% 94.64% 100.00% 100.00% 30.00% 30.00% 50.00% (Note 2) − 100.00% (Note 3) − 50.00% (Note 4) − − (Note 3) 100.00% 100.00% 100.00% |
|---|---|---|---|
| 31 Dec. 2023 100.00% 94.64% 100.00% 30.00% 50.00% (Note 2) 100.00% (Note 3) 50.00% (Note 4) − (Note 3) 100.00% |
~16~
| Investor PAN−JIT ASIA INTERNATIONAL INC. PAN−JIT ASIA INTERNATIONAL INC. PAN−JIT ASIA INTERNATIONAL INC. PAN−JIT ASIA INTERNATIONAL INC. PAN−JIT ASIA INTERNATIONAL INC. PAN−JIT ASIA INTERNATIONAL INC. Pynmax Technology Co., Ltd. DYNAMIC TECH GROUP LIMITED CONTINENTAL LIMITED Pan Jit Electronics (Wuxi) Co., Ltd. Pan Jit Electronics (Wuxi)CO., LTD Pan Jit Electronics (Wuxi)CO., LTD Pan Jit Electronics (Wuxi)CO., LTD |
Subsidiary PAN JIT AMERICAS, INC. Pan Jit Electronics (Wuxi) Co., Ltd. CONTINENTAL LIMITED DYNAMIC TECH GROUP LIMITED PAN JIT KOREA CO., LTD. AIDE ENERGY (CAYMAN) HOLDING CO., LTD. JOYSTAR INTERNATIONAL CO., LTD. MAX−DIODE ELECTRONIC., LTD.(SHENZHEN) Suzhou Grande Electronics Co. Ltd. PANJIT ELECTRONIC (BEIJING) CO., LTD PANJIT ELECTRONICS (SHANDONG) CO., LTD. PANJIT ELECTRONIC (QUFU) CO., LTD. PANJIT Semiconductor (Xuzhou) Co., Ltd. |
Main businesses Sale of electronic products Manufacture, and process of rectifier Investment holding Investment holding Sale of electronic products Investment holding and sale of photovoltaic products Investment holding New types of electronics components and semiconductor controlled rectifier sales Chip diodes, transistors and other new electronic semiconductor components and related products, sales of products and provide technical and after-sales service New types of electronic components, Semiconductor controlled rectifier sales Manufacture semiconductor wafer for automobile, protection of discrete devices, integrated circuit chip packaged product New types of electronic components, Semiconductor controlled rectifier sales New types of electronic components, Semiconductor controlled rectifier sales |
Percentage of ownership (%) 31 Dec. 2023 31 Dec. 2022 95.86% 95.86% 100.00% (Note 1) 100.00% (Note 1) 100.00% 100.00% 100.00% (Note 1) 100.00% (Note 1) 60.00% 60.00% 94.43% 94.43% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 70.28% 70.28% 100.00% 100.00% 100.00% 100.00% |
|---|---|---|---|
| 31 Dec. 2023 95.86% 100.00% (Note 1) 100.00% 100.00% (Note 1) 60.00% 94.43% 100.00% 100.00% 100.00% 100.00% 70.28% 100.00% 100.00% |
~17~
Percentage of ownership
| Percentage of ownership | |||
|---|---|---|---|
| Investor AIDE ENERGY (CAYMAN) HOLDING CO., LTD. AIDE ENERGY (CAYMAN) HOLDING CO., LTD. AIDE ENEREGY EUROPE COӦPERATIE U.A. AIDE ENERGY EUROPE B.V. Champion Microelectronic Corp. Champion Microelectronic Corp. Champion Microelectronic Corp. Champion Microelectronic Corp. Champion Microelectronic Corp. Wisdom Bright Inc. Wisdom Toprich Technology Limited |
Subsidiary AIDE SOLAR ENERGY (HK) HOLDING LIMITED JIANGSU AIDE SOLAR ENERGY TECHNOLOGY CO., LTD. AIDE ENERGY EUROPE B.V. EC SOLAR C1 SRL Wisdom Bright Inc. Champion Microelectronic Corp. Wisdom Mega Corp. PANJIT JAPAN Inc. Golden Champion Digital Power Corporation Wisdom Toprich Technology Limited Great Power Microelectronics Corp. |
Main businesses Investment holding and sales Solar photovoltaic product development, manufacturing, sales, self-agency of goods and technology import and export business Investment holding and sales Solar power generation and sales of electricity Investment holding International trade business, investment holding and electronic commerce Investment holding Sale of electronic products Manufacture of electronic components and Product design Investment holding Electronic products development, product import, export, and wholesale business |
(%) 31 Dec. 2023 31 Dec. 2022 − (Note 5) 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% − (Note 6) 100.00% 100.00% 100.00% 10.00% (Note 7) − 100.00% (Note 8) − 100.00% 100.00% 100.00% 100.00% |
| 31 Dec. 2023 − (Note 5) 100.00% 100.00% 100.00% 100.00% − (Note 6) 100.00% 10.00% (Note 7) 100.00% (Note 8) 100.00% 100.00% |
-
(Note 1)
:PAN−JIT ASIA INTERNATIONAL INC. owned 100.00% of the shares with other subsidiaries, which are consolidated into the Company’s financial statements. -
(Note 2): The company established PANJIT JAPAN Inc. in Japan in March 2023. Panjit Japan Inc. increased its capital in October 2023, and the Company's shareholding ratio was reduced from 100% to 50%.
-
(Note 3): The company acquired 100% equity of PAN−JIT INTERNATIONAL (H.K.) LTD. from PAN−JIT ASIA INTERNATIONAL INC. in October 2023.
-
(Note 4): The company acquired a 50% equity in PANSTAR SEMICONDUCTOR CO., LTD. in December 2023.
~18~
-
(Note 5): AIDE SOLAR ENERGY (HK) HOLDING LIMITED has completed liquidation and deregistration in September 2023.
-
(Note 6): Champion Microelectronic Corp. has completed its dissolution and liquidation in August 2023.
-
(Note 7): CMC. acquired 10% of the shares of PANJIT JAPAN Inc. in October 2023.
-
(Note 8): CMC. established Golden Champion Digital Power Corporation. in December 2023.
-
(4) Foreign currency transactions
The Group’s consolidated financial statements are presented in NT$, which is also the parent company’s functional currency. Each entity in the Group determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency.
Transactions in foreign currencies are initially recorded by the Group entities at their respective functional currency rates prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional currency closing rate of exchange ruling at the reporting date. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. Non-monetary items that are measured at historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial transactions.
All exchange differences arising on the settlement of monetary items or on translating monetary items are taken to profit or loss in the period in which they arise except for the following:
-
(a) Exchange differences arising from foreign currency borrowings for an acquisition of a qualifying asset to the extent that they are regarded as an adjustment to interest costs are included in the borrowing costs that are eligible for capitalization.
-
(b) Foreign currency items within the scope of IFRS 9 Financial Instruments are accounted for based on the accounting policy for financial instruments.
-
(c) Exchange differences arising on a monetary item that forms part of a reporting entity’s net investment in a foreign operation is recognized initially in other comprehensive income and reclassified from equity to profit or loss on disposal of the net investment.
When a gain or loss on a non-monetary item is recognized in other comprehensive income, any exchange component of that gain or loss is recognized in other comprehensive income. When a gain or loss on a non-monetary item is recognized in profit or loss, any exchange component of that gain or loss is recognized in profit or loss.
~19~
- (5) Translation of financial statements in foreign currency
The assets and liabilities of foreign operations are translated into NT$ at the closing rate of exchange prevailing at the reporting date and their income and expenses are translated at an average rate for the period. The exchange differences arising on the translation are recognized in other comprehensive income. On the disposal of a foreign operation, the cumulative amount of the exchange differences relating to that foreign operation, recognized in other comprehensive income and accumulated in the separate component of equity, is reclassified from equity to profit or loss when the gain or loss on disposal is recognized. The following partial disposals are accounted for as disposals:
-
(a) when the partial disposal involves the loss of control of a subsidiary that includes a foreign operation; and
-
(b) when the retained interest after the partial disposal of an interest in a joint arrangement or a partial disposal of an interest in an associate that includes a foreign operation is a financial asset that includes a foreign operation.
On the partial disposal of a subsidiary that includes a foreign operation that does not result in a loss of control, the proportionate share of the cumulative amount of the exchange differences recognized in other comprehensive income is re-attributed to the non-controlling interests in that foreign operation. In partial disposal of an associate or joint arrangement that includes a foreign operation that does not result in a loss of significant influence or joint control, only the proportionate share of the cumulative amount of the exchange differences recognized in other comprehensive income is reclassified to profit or loss.
Any goodwill and any fair value adjustments to the carrying amounts of assets and liabilities arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and expressed in its functional currency.
- (6) Current and non-current distinction
An asset is classified as current when:
-
(a) The Group expects to realize the asset, or intends to sell or consume it, in its normal operating cycle
-
(b) The Group holds the asset primarily for the purpose of trading
-
(c) The Group expects to realize the asset within twelve months after the reporting period
-
(d) The asset is cash or cash equivalent unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.
All other assets are classified as non-current.
A liability is classified as current when:
-
(a) The Group expects to settle the liability in its normal operating cycle
-
(b)The Group holds the liability primarily for the purpose of trading
~20~
-
(c)The liability is due to be settled within twelve months after the reporting period
-
(d)The Group does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting period. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.
All other liabilities are classified as non-current.
- (7) Cash and cash equivalents
Cash and cash equivalents comprises cash on hand, demand deposits and short-term, highly liquid time deposits (including fixed-term deposits that have maturity within three months from the date of acquisition) or investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
- (8) Financial instruments
Financial assets and financial liabilities are recognized when the Group becomes a party to the contractual provisions of the instrument.
Financial assets and financial liabilities within the scope of IFRS 9 Financial Instruments are recognized initially at fair value plus or minus, in the case of investments not at fair value through profit or loss, directly attributable transaction costs.
- A. Financial instruments: Recognition and Measurement
The Group accounts for regular way purchase or sales of financial assets on the trade date.
The Group classified financial assets as subsequently measured at amortized cost, fair value through other comprehensive income or fair value through profit or loss considering both factors below:
-
(a) the Group’s business model for managing the financial assets and
-
(b) the contractual cash flow characteristics of the financial asset.
Financial asset measured at amortized cost
A financial asset is measured at amortized cost if both of the following conditions are met and presented as note receivables, trade receivables financial assets measured at amortized cost and other receivables etc., on balance sheet as at the reporting date:
-
(a) the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows and
-
(b) the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
~21~
Such financial assets are subsequently measured at amortized cost (the amount at which the financial asset is measured at initial recognition minus the principal repayments, plus or minus the cumulative amortization using the effective interest method of any difference between the initial amount and the maturity amount and adjusted for any loss allowance) and is not part of a hedging relationship. A gain or loss is recognized in profit or loss when the financial asset is derecognized, through the amortization process or in order to recognize the impairment gains or losses.
Interest revenue is calculated by using the effective interest method. This is calculated by applying the effective interest rate to the gross carrying amount of a financial asset except for:
-
(a) purchased or originated credit-impaired financial assets. For those financial assets, the Group applies the credit-adjusted effective interest rate to the amortized cost of the financial asset from initial recognition.
-
(b) financial assets that are not purchased or originated credit-impaired financial assets but subsequently have become credit-impaired financial assets. For those financial assets, the Group applies the effective interest rate to the amortized cost of the financial asset in subsequent reporting periods.
Financial asset measured at fair value through other comprehensive income
A financial asset is measured at fair value through other comprehensive income if both of the following conditions are met:
-
(a) the financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets and
-
(b) the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
Recognition of gain or loss on a financial asset measured at fair value through other comprehensive income are described as below:
-
(a) A gain or loss on a financial asset measured at fair value through other comprehensive income recognized in other comprehensive income, except for impairment gains or losses and foreign exchange gains and losses, until the financial asset is derecognized or reclassified.
-
(b) When the financial asset is derecognized the cumulative gain or loss previously recognized in other comprehensive income is reclassified from equity to profit or loss as a reclassification adjustment.
-
(c) Interest revenue is calculated by using the effective interest method. This is calculated by applying the effective interest rate to the gross carrying amount of a financial asset except for:
-
(i) Purchased or originated credit-impaired financial assets. For those financial assets, the Group applies the credit-adjusted effective interest rate to the amortized cost of the financial asset from initial recognition.
~22~
- (ii) Financial assets that are not purchased or originated credit-impaired financial assets but subsequently have become credit-impaired financial assets. For those financial assets, the Group applies the effective interest rate to the amortized cost of the financial asset in subsequent reporting periods.
Besides, for certain equity investments within the scope of IFRS 9 that is neither held for trading nor contingent consideration recognized by an acquirer in a business combination to which IFRS 3 applies, the Group made an irrevocable election to present the changes of the fair value in other comprehensive income at initial recognition. Amounts presented in other comprehensive income shall not be subsequently transferred to profit or loss (when disposal of such equity instrument, its cumulated amount included in other components of equity is transferred directly to the retained earnings) and these investments should be presented as financial assets measured at fair value through other comprehensive income on the balance sheet. Dividends on such investment are recognized in profit or loss unless the dividends clearly represent a recovery of part of the cost of investment.
Financial asset measured at fair value through profit or loss
Financial assets were classified as measured at amortized cost or measured at fair value through other comprehensive income based on aforementioned criteria. All other financial assets were measured at fair value through profit or loss and presented on the balance sheet as financial assets measured at fair value through profit or loss.
Such financial assets are measured at fair value, the gains or losses resulting from remeasurement is recognized in profit or loss which includes any dividend or interest received on such financial assets.
B. Impairment of financial assets
The Group recognizes a loss allowance for expected credit losses on debt instrument investments measured at fair value through other comprehensive income and financial asset measured at amortized cost. The loss allowance on debt instrument investments measured at fair value through other comprehensive income is recognized in other comprehensive income and not reduce the carrying amount in the balance sheet.
The Group measures expected credit losses of a financial instrument in a way that reflects:
-
(a) an unbiased and probability-weighted amount that is determined by evaluating a range of possible outcomes;
-
(b) the time value of money; and
~23~
- (c) reasonable and supportable information that is available without undue cost or effort at the reporting date about past events, current conditions and forecasts of future economic conditions.
The loss allowance is measures as follows:
-
(a)At an amount equal to 12-month expected credit losses: the credit risk on a financial asset has not increased significantly since initial recognition or the financial asset is determined to have low credit risk at the reporting date. In addition, the Group measures the loss allowance at an amount equal to lifetime expected credit losses in the previous reporting period, but determines at the current reporting date that the credit risk on a financial asset has increased significantly since initial recognition is no longer met.
-
(b)At an amount equal to the lifetime expected credit losses: the credit risk on a financial asset has increased significantly since initial recognition or financial asset that is purchased or originated credit-impaired financial asset.
-
(c)For trade receivables or contract assets arising from transactions within the scope of IFRS 15, the Group measures the loss allowance at an amount equal to lifetime expected credit losses.
-
(d)For lease receivables arising from transactions within the scope of IFRS 16, the Group measures the loss allowance at an amount equal to lifetime expected credit losses.
At each reporting date, the Group needs to assess whether the credit risk on a financial asset has increased significantly since initial recognition by comparing the risk of a default occurring at the reporting date and the risk of default occurring at initial recognition. Please refer to Note 12 for further details on credit risk.
- C. Derecognition of financial assets
A financial asset is derecognized when:
-
i. The rights to receive cash flows from the asset have expired
-
ii. The Group has transferred the asset and substantially all the risks and rewards of the asset have been transferred
-
iii. The Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.
On derecognition of a financial asset in its entirety, the difference between the carrying amount and the consideration received or receivable including any cumulative gain or loss that had been recognized in other comprehensive income, is recognized in profit or loss.
~24~
D. Financial liabilities and equity
Classification between liabilities or equity
The Group classifies the instrument issued as a financial liability or an equity instrument in accordance with the substance of the contractual arrangement and the definitions of a financial liability, and an equity instrument.
Equity Instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. The transaction costs of an equity transaction are accounted for as a deduction from equity (net of any related income tax benefit) to the extent they are incremental costs directly attributable to the equity transaction that otherwise would have been avoided.
Compound instruments
The Group evaluates the terms of the convertible bonds issued to determine whether it contains both a liability and an equity component. Furthermore, the Group assesses if the economic characteristics and risks of the put and call options contained in the convertible bonds are closely related to the economic characteristics and risk of the host contract before separating the equity element.
For the liability component excluding the derivatives, its fair value is determined based on the rate of interest applied at that time by the market to instruments of comparable credit status. The liability component is classified as a financial liability measured at amortized cost before the instrument is converted or settled.
For the embedded derivative that is not closely related to the host contract (for example, if the exercise price of the embedded call or put option is not approximately equal on each exercise date to the amortized cost of the host debt instrument), it is classified as a liability component and subsequently measured at fair value through profit or loss unless it qualifies for an equity component. The equity component is assigned the residual amount after deducting from the fair value of the instrument as a whole the amount separately determined for the liability component. Its carrying amount is not remeasured in the subsequent accounting periods. If the convertible bond issued does not have an equity component, it is accounted for as a hybrid instrument in accordance with the requirements under IFRS 9 Financial Instruments.
Transaction costs are apportioned between the liability and equity components of the convertible bond based on the allocation of proceeds to the liability and equity components when the instruments are initially recognized.
~25~
On conversion of a convertible bond before maturity, the carrying amount of the liability component being the amortized cost at the date of conversion is transferred to equity.
Financial liabilities
Financial liabilities within the scope of IFRS 9 Financial Instruments are classified as financial liabilities at fair value through profit or loss or financial liabilities measured at amortized cost upon initial recognition.
Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss. A financial liability is classified as held for trading if:
-
i. it is acquired or incurred principally for the purpose of selling or repurchasing it in the near term;
-
ii. on initial recognition it is part of a portfolio of identified financial instruments that are managed together and for which there is evidence of a recent actual pattern of short-term profit-taking; or
-
iii. it is a derivative (except for a derivative that is a financial guarantee contract or a designated and effective hedging instrument).
If a contract contains one or more embedded derivatives, the entire hybrid (combined) contract may be designated as a financial liability at fair value through profit or loss; or a financial liability may be designated as at fair value through profit or loss when doing so results in more relevant information, because either:
-
i. it eliminates or significantly reduces a measurement or recognition inconsistency; or
-
ii. a group of financial liabilities or financial assets and financial liabilities is managed and its performance is evaluated on a fair value basis, in accordance with a documented risk management or investment strategy, and information about the group is provided internally on that basis to the key management personnel.
Gains or losses on the subsequent measurement of liabilities at fair value through profit or loss including interest paid are recognized in profit or loss.
Financial liabilities at amortized cost
Financial liabilities measured at amortized cost include interest bearing loans and borrowings that are subsequently measured using the effective interest rate method after initial recognition. Gains and losses are recognized in profit or loss when the liabilities are derecognized as well as through the effective interest rate method amortization process.
~26~
Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or transaction costs.
Derecognition of financial liabilities
A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires.
When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified (whether or not attributable to the financial difficulty of the debtor), such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.
E. Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount reported in the balance sheet if, and only if, there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, or to realize the assets and settle the liabilities simultaneously.
(9) Derivative instrument
The Group uses derivative instruments to hedge its foreign currency risks and interest rate risks. A derivative is classified in the balance sheet as financial assets or liabilities at fair value through profit or loss (held for trading) except for derivatives that are designated effective hedging instruments which are classified as derivative financial assets or liabilities for hedging.
Derivative instruments are initially recognized at fair value on the date on which a derivative contract is entered into and are subsequently remeasured at fair value. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative. The changes in fair value of derivatives are taken directly to profit or loss, except for the effective portion of hedges, which is recognized in either profit or loss or equity according to types of hedges used.
When the host contracts are either non-financial assets or liabilities, derivatives embedded in host contracts are accounted for as separate derivatives and recorded at fair value if their economic characteristics and risks are not closely related to those of the host contracts and the host contracts are not held for trading or designated at fair value though profit or loss. These embedded derivatives are separated from the host contract and accounted for as a derivative.
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- (10) Fair value measurement
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:
-
(a) In the principal market for the asset or liability, or
-
(b) In the absence of a principal market, in the most advantageous market for the asset or liability
The principal or the most advantageous market must be accessible to by the Group.
The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants in their economic best interest.
A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.
The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.
- (11) Inventories
Inventories are valued at lower of cost and net realizable value item by item.
Costs incurred in bringing each inventory to its present location and condition are accounted for as follows:
Raw materials –Purchase cost on weighted average cost basis
Finished goods and work in progress – Cost of direct materials, labor and a proportion of manufacturing overheads based on normal operating capacity but excluding borrowing costs.
Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale.
Rendering of services is accounted in accordance with IFRS 15 and not within the scope of inventories.
~28~
- (12) Non-current assets held for sale and discontinued operations
Non-current assets and disposal groups are classified as held for sale if their carrying amounts will be recovered through a sale transaction that is highly probable within one year from the date of classification and the asset or disposal group is available for immediate sale in its present condition. Non-current assets and disposal the groups classified as held for sale are measured at the lower of their carrying amount and fair value less costs to sell.
In the consolidated statement of comprehensive income of the reporting period, and of the comparable period of the previous year, income and expenses from discontinued operations are reported separately from income and expenses from continuing operations, down to the level of profit after taxes, even when the Group retains a non-controlling interest in the subsidiary after the sale. The resulting profit or loss (after taxes) is reported separately in the statement of comprehensive income.
Property, plant and equipment and intangible assets once classified as held for sale are not depreciated or amortized.
- (13) Investments accounted for using the equity method
The Group’s investment in its associate is accounted for using the equity method other than those that meet the criteria to be classified as held for sale. An associate is an entity over which the Group has significant influence.
Under the equity method, the investment in the associate is carried in the balance sheet at cost and adjusted thereafter for the post-acquisition change in the Group’s share of net assets of the associate. After the interest in the associate is reduced to zero, additional losses are provided for, and a liability is recognized, only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate. Unrealized gains and losses resulting from transactions between the Group and the associate are eliminated to the extent of the Group’s related interest in the associate.
When changes in the net assets of an associate occur and not those that are recognized in profit or loss or other comprehensive income and do not affects the Group’s percentage of ownership interests in the associate, the Group recognizes such changes in equity based on its percentage of ownership interests. The resulting capital surplus recognized will be reclassified to profit or loss at the time of disposing the associate on a pro-rata basis.
When the associate issues new stock, and the Group’s interest in an associate is reduced or increased as the Group fails to acquire shares newly issued in the associate proportionately to its original ownership interest, the increase or decrease in the interest in the associate is recognized in Additional Paid in Capital and Investment in associate. When the interest in the associate is reduced, the cumulative amounts previously recognized in other comprehensive income are reclassified to profit or loss or other appropriate items. The aforementioned capital surplus recognized is reclassified to profit or loss on a pro-rata basis when the Group disposes the associate.
~29~
The financial statements of the associate are prepared for the same reporting period as the Group. Where necessary, adjustments are made to bring the accounting policies in line with those of the Group.
The Group determines at each reporting date whether there is any objective evidence that the investment in the associate is impaired in accordance with IAS 28 Investments in Associates and Joint Ventures . If this is the case the Group calculates the amount of impairment as the difference between the recoverable amount of the associate and its carrying value and recognizes the amount in the ‘share of profit or loss of an associate’ in the statement of comprehensive income in accordance with IAS 36 Impairment of Assets . In determining the value in use of the investment, the Group estimates:
-
(a) Its share of the present value of the estimated future cash flows expected to be generated by the associate, including the cash flows from the operations of the associate and the proceeds on the ultimate disposal of the investment; or
-
(b) The present value of the estimated future cash flows expected to arise from dividends to be received from the investment and from its ultimate disposal.
Because goodwill that forms part of the carrying amount of an investment in an associate is not separately recognized, it is not tested for impairment separately by applying the requirements for impairment testing goodwill in IAS 36 Impairment of Assets .
Upon loss of significant influence over the associate, the Group measures and recognizes any retaining investment at its fair value. Any difference between the carrying amount of the associate upon loss of significant influence and the fair value of the retaining investment and proceeds from disposal is recognized in profit or loss. Furthermore, if an investment in an associate becomes an investment in a joint venture or an investment in a joint venture becomes an investment in an associate, the entity continues to apply the equity method and does not remeasure the retained interest.
(14) Property, plant, and equipment
Property, plant and equipment is stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. Such cost includes the cost of dismantling and removing the item and restoring the site on which it is located and borrowing costs for construction in progress if the recognition criteria are met. Each part of an item of property, plant and equipment with a cost that is significant in relation to the total cost of the item is depreciated separately. When significant parts of property, plant and equipment are required to be replaced in intervals, the Group recognized such parts as individual assets with specific useful lives and depreciation, respectively. The carrying amount of those parts that are replaced is derecognized in accordance with the derecognition provisions of IAS 16 Property, plant and equipment. When a major inspection is performed, its cost is recognized in the carrying amount of the plant and equipment as a replacement if the recognition criteria are satisfied. All other repair and maintenance costs are recognized in profit or loss as incurred.
~30~
Depreciation is calculated on a straight-line basis over the estimated economic lives of the following assets:
| Assets Buildings Machinery and equipment Utilities equipment Transportation equipment Office equipment Leasehold improvements Other equipment |
Useful life |
|---|---|
| 1~52 years 1~15 years 1~13 years 1~10 years 1~10 years 1~20 years 1~25 years |
An item of property, plant and equipment and any significant part initially recognized is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset is recognized in profit or loss.
The assets’ residual values, useful lives and methods of depreciation are reviewed at each financial year end and adjusted prospectively, if appropriate. These changes are treated as accounting estimates.
- (15) Leases
The Group assesses whether the contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset for a period of time, the Group assesses whether, throughout the period of use, has both of the following:
(a) the right to obtain substantially all of the economic benefits from use of the identified asset; and (b) the right to direct the use of the identified asset.
For a contract that is, or contains, a lease, the Group accounts for each lease component within the contract as a lease separately from non-lease components of the contract. For a contract that contains a lease component and one or more additional lease or non-lease components, the Group allocates the consideration in the contract to each lease component on the basis of the relative stand-alone price of the lease component and the aggregate stand-alone price of the non-lease components. The relative stand-alone price of lease and non-lease components shall be determined on the basis of the price the lessor, or a similar supplier, would charge the Group for that component, or a similar component, separately. If an observable stand-alone price is not readily available, the Group estimates the standalone price, maximising the use of observable information.
Group as a lessee
Except for leases that meet and elect short-term leases or leases of low-value assets, the Group recognizes right-of-use asset and lease liability for all leases which the Group is the lessee of those lease contracts.
~31~
At the commencement date, the Group measures the lease liability at the present value of the lease payments that are not paid at that date. The lease payments are discounted using the interest rate implicit in the lease, if that rate can be readily determined. If that rate cannot be readily determined, the Group uses its incremental borrowing rate. At the commencement date, the lease payments included in the measurement of the lease liability comprise the following payments for the right to use the underlying asset during the lease term that are not paid at the commencement date:
-
(a) fixed payments (including in-substance fixed payments), less any lease incentives receivable;
-
(b) variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;
-
(c) amounts expected to be payable by the lessee under residual value guarantees;
-
(d) the exercise price of a purchase option if the Group is reasonably certain to exercise that option; and
-
(e) payments of penalties for terminating the lease, if the lease term reflects the lessee exercising an option to terminate the lease.
After the commencement date, the Group measures the lease liability on an amortised cost basis, which increases the carrying amount to reflect interest on the lease liability by using an effective interest method; and reduces the carrying amount to reflect the lease payments made.
At the commencement date, the Group measures the right-of-use asset at cost. The cost of the rightof-use asset comprises:
-
(a) the amount of the initial measurement of the lease liability;
-
(b) any lease payments made at or before the commencement date, less any lease incentives received;
-
(c) any initial direct costs incurred by the lessee; and
-
(d) an estimate of costs to be incurred by the lessee in dismantling and removing the underlying asset, restoring the site on which it is located or restoring the underlying asset to the condition required by the terms and conditions of the lease.
For subsequent measurement of the right-of-use asset, the Group measures the right-of-use asset at cost less any accumulated depreciation and any accumulated impairment losses. That is, the Group measures the right-of-use applying a cost model.
If the lease transfers ownership of the underlying asset to the Group by the end of the lease term or if the cost of the right-of-use asset reflects that the Group will exercise a purchase option, the Group depreciates the right-of-use asset from the commencement date to the end of the useful life of the underlying asset. Otherwise, the Group depreciates the right-of-use asset from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term.
The Group applies IAS 36 “ Impairment of Assets ” to determine whether the right-of-use asset is impaired and to account for any impairment loss identified.
~32~
Except for those leases that the Group accounted for as short-term leases or leases of low-value assets, the Group presents right-of-use assets and lease liabilities in the balance sheet and separately presents lease-related interest expense and depreciation charge in the statements comprehensive income.
For short-term leases or leases of low-value assets, the Group elects to recognize the lease payments associated with those leases as an expense on either a straight-line basis over the lease term or another systematic basis.
Group as a lessor
At inception of a contract, the Group classifies each of its leases as either an operating lease or a finance lease. A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership of an underlying asset. A lease is classified as an operating lease if it does not transfer substantially all the risks and rewards incidental to ownership of an underlying asset. At the commencement date, the Group recognizes assets held under a finance lease in its balance sheet and present them as a receivable at an amount equal to the net investment in the lease.
For a contract that contains lease components and non-lease components, the Group allocates the consideration in the contract applying IFRS 15.
The Group recognizes lease payments from operating leases as rental income on either a straight-line basis or another systematic basis. Variable lease payments for operating leases that do not depend on an index or a rate are recognized as rental income when incurred.
(16) Intangible assets
Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is its fair value as at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and accumulated impairment losses, if any. Internally generated intangible assets, excluding capitalized development costs, are not capitalized and expenditure is reflected in profit or loss for the year in which the expenditure is incurred.
The useful lives of intangible assets are assessed as either finite or indefinite.
Intangible assets with finite lives are amortized over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortization period and the amortization method for an intangible asset with a finite useful life is reviewed at least at the end of each financial year. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset is accounted for by changing the amortization period or method, as appropriate, and are treated as changes in accounting estimates.
~33~
Intangible assets with indefinite useful lives are not amortized, but are tested for impairment annually, either individually or at the cash-generating unit level. The assessment of indefinite life is reviewed annually to determine whether the indefinite life continues to be supportable. If not, the change in useful life from indefinite to finite is made on a prospective basis.
Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in profit or loss when the asset is derecognized.
A summary of the policies applied to the Group’s intangible assets is as follows:
| Useful lives Amortization method used Internally generated or acquired |
Computer software | Technical skills | Other intangible assets |
Patents |
|---|---|---|---|---|
| Finite (1~10 years) Amortized on a straight- line basis over the estimated useful life Acquired |
Finite (3 years) Amortized on a straight - line basis over the estimated useful life Acquired |
Finite (1~10 years) Amortized on a straight- line basis over the estimated useful life Acquired |
Finite (14 years) Amortized on a straight- line basis over the estimated useful life Acquired |
- (17) Impairment of non-financial assets
The Group assesses at the end of each reporting period whether there is any indication that an asset in the scope of IAS 36 Impairment of Assets may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Group estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s (“CGU”) fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.
For assets excluding goodwill, an assessment is made at each reporting date as to whether there is any indication that previously recognized impairment losses may no longer exist or may have decreased. If such indication exists, the Group estimates the asset’s or cash-generating unit’s recoverable amount. A previously recognized impairment loss is reversed only if there has been an increase in the estimated service potential of an asset which in turn increases the recoverable amount. However, the reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognized for the asset in prior years.
A cash generating unit, or groups of cash-generating units, to which goodwill has been allocated is tested for impairment annually at the same time, irrespective of whether there is any indication of impairment. If an impairment loss is to be recognized, it is first allocated to reduce the carrying amount of any goodwill allocated to the cash generating unit (group of units), then to the other assets of the unit (group of units) pro-rata on the basis of the carrying amount of each asset in the unit (group of units). Impairment losses relating to goodwill cannot be reversed in future periods for any reason.
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An impairment loss of continuing operations or a reversal of such impairment loss is recognized in profit or loss.
- (18) Provisions
Provisions are recognized when the Group has a present obligation (legal or constructive) as a result of a past event, it is probably that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Where the Group expects some or all of a provision to be reimbursed, the reimbursement is recognized as a separate asset but only when the reimbursement is virtually certain. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost.
Provision for warranties
A provision is recognized for expected warranty claims on products sold, based on past experience, management’s judgement and other known factors.
- (19) Treasury stock
Own equity instruments which are reacquired (treasury shares) are recognized at cost and deducted from equity. Any difference between the carrying amount and the consideration is recognized in equity.
- (20) Revenue recognition
The Group’s revenue arising from contracts with customers are primarily related to sale of goods. The accounting policies are explained as follows:
Sales of goods
The Group manufactures and sells goods. Sales are recognized when control of the goods is transferred to the customer and the goods are delivered to the customers. The main product of the Group is diode and rectifier and revenue is recognized based on the consideration stated in the contract.
The Group provides its customer with a warranty with the purchase of the products. The warranty provides assurance that the product will operate as expected by the customers. And the warranty is accounted in accordance with IAS 37.
The credit period of the Group’s sale of goods is from 30 to 120 days. For most of the contracts, when the Group transfers the goods to customers and has a right to an amount of consideration that is unconditional, these contracts are recognized as trade receivables. The Group usually collects the payments shortly after transfer of goods to customers; therefore, there is no significant financing component to the contract. For some of the contracts, the Group has transferred the goods to customers
~35~
but does not has a right to an amount of consideration that is unconditional, these contacts should be presented as contract assets. Besides, in accordance with IFRS 9, the Group measures the loss allowance for a contract asset at an amount equal to the lifetime expected credit losses. However, for some contracts, part of the consideration was received from customers upon signing the contract, and the Group has the obligation to transfers the goods subsequently; accordingly, these amounts are recognized as contract liabilities.
The period between the transfers of contract liabilities to revenue is usually within one year, no significant financing component has arisen.
In contracts between the Group and its customers, the period during which the promised goods are delivered to the customer and the customer paid was not more than one year. Therefore, the Group didn’t adjust the transaction price for the time value of money.
- (21) Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalized as part of the cost of the respective assets. All other borrowing costs are expensed in the period they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.
- (22) Government grants
Government grants are recognized where there is reasonable assurance that the grant will be received and all attached conditions will be complied with. Where the grant relates to an asset, it is recognized as deferred income and released to income in equal amounts over the expected useful life of the related asset. When the grant relates to an expense item, it is recognized as income over the period necessary to match the grant on a systematic basis to the costs that it is intended to compensate.
Where the Group receives non-monetary grants, the asset and the grant are recorded gross at nominal amounts and released to the statement of comprehensive income over the expected useful life and pattern of consumption of the benefit of the underlying asset by equal annual installments. Where loans or similar assistance are provided by governments or related institutions with an interest rate below the current applicable market rate, the effect of this favorable interest is regarded as additional government grant.
- (23) Post-employment benefits
All regular employees of the Company and its domestic subsidiaries are entitled to a pension plan that is managed by an independently administered pension fund committee. Fund assets are deposited under the committee’s name in the specific bank account and hence, not associated with the Company and its domestic subsidiaries. Therefore fund assets are not included in the Group’s consolidated financial statements. Pension benefits for employees of the overseas subsidiaries and the branches are provided in accordance with the respective local regulations.
~36~
For the defined contribution plan, the Company and its domestic subsidiaries will make a monthly contribution of no less than 6% of the monthly wages of the employees subject to the plan. The Company recognizes expenses for the defined contribution plan in the period in which the contribution becomes due. Overseas subsidiaries and branches make contribution to the plan based on the requirements of local regulations.
Post-employment benefit plan that is classified as a defined benefit plan uses the Projected Unit Credit Method to measure its obligations and costs based on actuarial assumptions. Re-measurements, comprising of the effect of the actuarial gains and losses, the effect of the asset ceiling (excluding net interest) and the return on plan assets, excluding net interest, are recognized as other comprehensive income with a corresponding debit or credit to retained earnings in the period in which they occur. Past service costs are recognized in profit or loss on the earlier of:
-
(a) the date of the plan amendment or curtailment, and
-
(b) the date that the Group recognizes restructuring-related costs
Net interest is calculated by applying the discount rate to the net defined benefit liability or asset, both as determined at the start of the annual reporting period, taking account of any changes in the net defined benefit liability (asset) during the period as a result of contribution and benefit payment.
Pension cost for an interim period is calculated on a year-to-date basis by using the actuarially determined pension cost rate at the end of the prior financial year, adjusted and disclosed for significant market fluctuations since that time and for significant curtailments, settlements, or other significant one-off events.
- (24) Share-based payment transactions
The cost of equity-settled transactions between the Group and its employees is recognized based on the fair value of the equity instruments granted. The fair value of the equity instruments is determined by using an appropriate pricing model.
The cost of equity-settled transactions is recognized, together with a corresponding increase in other capital reserves in equity, over the period in which the performance and/or service conditions are fulfilled. The cumulative expense recognized for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Company’s best estimate of the number of equity instruments that will ultimately vest. The income statement expense or credit for a period represents the movement in cumulative expense recognized as at the beginning and end of that period.
~37~
No expense is recognized for awards that do not ultimately vest, except for equity-settled transactions where vesting is conditional upon a market or non-vesting condition, which are treated as vesting irrespective of whether or not the market or non-vesting condition is satisfied, provided that all other performance and/or service conditions are satisfied.
Where the terms of an equity-settled transaction award are modified, the minimum expense recognized is the expense as if the terms had not been modified, if the original terms of the award are met. An additional expense is recognized for any modification that increases the total fair value of the sharebased payment transaction, or is otherwise beneficial to the employee as measured at the date of modification.
Where an equity-settled award is cancelled, it is treated as if it fully vested on the date of cancellation, and any expense not yet recognized for the award is recognized immediately. This includes any award where non-vesting conditions within the control of either the entity or the employee are not met. However, if a new award is substitutes for the cancelled award, and designated as a replacement award on the date that it is granted, the cancelled and new awards are treated as if they were a modification of the original award, as described in the previous paragraph.
The dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share.
The cost of restricted shares issued is recognized as salary expense based on the fair value of the equity instruments on the grant date, together with a corresponding increase in other capital reserves in equity, over the vesting period. The Company recognized unearned employee salary which is a transitional contra equity account; the balance in the account will be recognized as salary expense over the passage of vesting period.
- (25) Income taxes
Income tax expense (income) is the aggregate amount included in the determination of profit or loss for the period in respect of current tax and deferred tax.
Current income tax
Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities, using the tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period. Current income tax relating to items recognized in other comprehensive income or directly in equity is recognized in other comprehensive income or equity and not in profit or loss.
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The income tax for undistributed earnings is recognized as income tax expense in the subsequent year when the distribution proposal is approved by the Shareholders’ meeting.
Deferred tax
Deferred tax is provided on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.
Deferred tax liabilities are recognized for all taxable temporary differences, except:
-
i. Where the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss;
-
ii. In respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.
Deferred tax assets are recognized for all deductible temporary differences, carry forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilized, except:
-
i. Where the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss;
-
ii. In respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, deferred tax assets are recognized only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilized.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realized or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted at the reporting date. The measurement of deferred tax assets and deferred tax liabilities reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
Deferred tax relating to items recognized outside profit or loss is recognized outside profit or loss. Deferred tax items are recognized in correlation to the underlying transaction either in other comprehensive income or directly in equity. Deferred tax assets are reassessed at each reporting date and are recognized accordingly.
~39~
Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current income tax assets against current income tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.
According to the temporary exception in the International Tax Reform - Pillar Two Model Rules (Amendments to IAS 12 “Income Taxes”), deferred tax assets and liabilities related to Pillar Two income tax will not be recognized nor disclosed.
(26)Business combinations and goodwill
Business combinations are accounted for using the acquisition method. The consideration transferred, the identifiable assets acquired, and liabilities assumed are measured at acquisition date fair value. For each business combination, the acquirer measures any non-controlling interest in the acquiree either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s identifiable net assets. Acquisition-related costs are accounted for as expenses in the periods in which the costs are incurred and are classified under administrative expenses.
When the Group acquires a business, it assesses the assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date. This includes the separation of embedded derivatives in host contracts by the acquiree.
If the business combination is achieved in stages, the acquisition date fair value of the acquirer’s previously held equity interest in the acquiree is remeasured to fair value at the acquisition date through profit or loss.
Any contingent consideration to be transferred by the acquirer will be recognized at the acquisitiondate fair value. Subsequent changes to the fair value of the contingent consideration, which is deemed to be an asset or liability, will be recognized in accordance with IFRS 9 Financial Instruments either in profit or loss or as a change to other comprehensive income. However, if the contingent consideration is classified as equity, it should not be remeasured until it is finally settled within equity.
Goodwill is initially measured as the amount of the excess of the aggregate of the consideration transferred and the non-controlling interest over the net fair value of the identifiable assets acquired and the liabilities assumed. If this aggregate is lower than the fair value of the net assets acquired, the difference is recognized in profit or loss.
After initial recognition, goodwill is measured at cost less any accumulated impairment losses. Goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group’s cash-generating units that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units. Each unit or group of units to which the goodwill is so allocated represents the lowest level within the Group at which the goodwill is monitored for internal management purpose and is not larger than an operating segment before aggregation.
~40~
Where goodwill forms part of a cash-generating unit and part of the operation within that unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation. Goodwill disposed of in this circumstance is measured based on the relative recoverable amounts of the operation disposed of and the portion of the cash-generating unit retained.
5. Significant accounting judgements, estimates and assumptions
The preparation of the Group’s consolidated financial statements require management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities, at the end of the reporting period. However, uncertainty about these assumption and estimate could result in outcomes that require a material adjustment to the carrying amount of the asset or liability affected in future periods.
(1) Judgement
In the process of applying the Group’s accounting policies, management has made the following judgements, which have the most significant effect on the amounts recognized in the consolidated financial statements:
Certain properties of the Group comprise a portion that is held to earn rentals or for capital appreciation and another portion that is owner-occupied. If these portions could be sold separately, the Group accounts for the portions separately as investment properties and property, plant and equipment. If the portions could not be sold separately, the property is classified as investment property in its entirety only if the portion that is owner-occupied is under 5% of the total property.
- (2) Estimates and assumptions
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.
- (a) Fair value of financial instruments
Where the fair value of financial assets and financial liabilities recorded in the balance sheet cannot be derived from active markets, they are determined using valuation techniques including the income approach (for example the discounted cash flow model) or market approach. Changes in assumptions about these factors could affect the reported fair value of the financial instruments. Please refer to Note 12 for more details.
- (b) Impairment of non-financial assets
An impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount, which is the higher of its fair value less costs to sell and its value in use. The fair value less costs to sell calculation is based on the price that would be received to sell an asset
~41~
or paid to transfer a liability in an orderly transaction between market participants at the measurement date less incremental costs that would be directly attributable to the disposal of the asset or cash generating unit. The value in use calculation is based on a discounted cash flow model. The cash flows projections are derived from the budget for the next five years and do not include restructuring activities that the Group is not yet committed to or significant future investments that will enhance the asset’s performance of the cash generating unit being tested. The recoverable amount is most sensitive to the discount rate used for the discounted cash flow model as well as the expected future cash-inflows and the growth rate used for extrapolation purposes. The key assumptions used to determine the recoverable amount for the different cash generating units, including a sensitivity analysis, are further explained in Note 6.
(c) Pension benefits
The cost of post-employment benefit and the present value of the pension obligation under defined benefit pension plans are determined using actuarial valuations. An actuarial valuation involves making various assumptions. These include the determination of the discount rate and future salary increases.
(d) Revenue recognition - sales return and discount
The Group estimates sales returns and allowance based on historical experience and other known factors at the time of sale, which reduces the operating revenue. In assessing the aforementioned sales returns and allowance, revenue is recognized to the extent it is highly probable that a significant reversal in the amount of cumulative revenue recognized will not occur. Please refer to Note 6 for more details.
(e) Income tax
Uncertainties exist with respect to the interpretation of complex tax regulations and the amount and timing of future taxable income. Given the wide range of international business relationships and the long-term nature and complexity of existing contractual agreements, differences arising between the actual results and the assumptions made, or future changes to such assumptions, could necessitate future adjustments to tax income and expense already recorded. The Group establishes provisions, based on reasonable estimates, for possible consequences of audits by the tax authorities of the respective counties in which it operates. The amount of such provisions is based on various factors, such as experience of previous tax audits and differing interpretations of tax regulations by the taxable entity and the responsible tax authority. Such differences of interpretation may arise on a wide variety of issues depending on the conditions prevailing in the respective Group company's domicile.
Deferred tax assets are recognized for all carryforward of unused tax losses and unused tax credits and deductible temporary differences to the extent that it is probable that taxable profit will be available or there are sufficient taxable temporary differences against which the unused tax losses, unused tax credits or deductible temporary differences can be utilized. The amount of deferred tax assets determined to be recognized is based upon the likely timing and the level of future taxable profits and taxable temporary differences together with future tax planning strategies.
~42~
(f) Receivable payment - impairment loss estimation
The Group estimates the impairment loss of trade receivables at an amount equal to lifetime expected credit losses. The credit loss is the present value of the difference between the contractual cash flows that are due under the contract (carrying amount) and the cash flows that expects to receive (evaluate forward looking information). However, as the impact from the discounting of short-term receivables is not material, the credit loss is measured by the undiscounted cash flows. Where the actual future cash flows are lower than expected, a material impairment loss may arise. Please refer to Note 6 for more details.
(g) Inventories
Estimates of net realizable value of inventories take into consideration that inventories may be damaged, become wholly or partially obsolete, or their selling prices may decline. The estimates are based on the most reliable evidence available at the time the estimates are made. Please refer to Notes 6 for more details.
6. Description of major accounting subjects
- (1) Cash and cash equivalents
| Cash in hand Checking, demand deposit, and time deposit, etc. Total |
2023.12.31 | 2022.12.31 |
|---|---|---|
| $1,229 3,075,648 |
$1,020 3,032,548 |
|
| $3,076,877 | $3,033,568 |
- (2) Financial assets at fair value through profit or loss
| Mandatorily measured at fair value through profit or loss: Funds Stocks Notes and bills Convertible bonds Derivatives not designated as hedging instruments Forward exchange agreement and cross currency swap contracts Total Current Non-current Total |
2023.12.31 | 2022.12.31 |
|---|---|---|
| $2,021,951 1,400 1,341,809 18,397 4,225 |
$2,550,358 957 460,650 19,500 − |
|
| $3,387,782 | $3,031,465 |
|
| $3,325,793 61,989 |
$2,993,980 37,485 |
|
| $3,387,782 | $3,031,465 |
Financial assets at fair value through profit or loss were not pledged.
~43~
(3) Financial assets at fair value through other comprehensive income-Non-current
| Equity instrument investments measured at fair value through other comprehensive income - Non-current: Listed companies stocks Unlisted companies stocks Total |
2023.12.31 | 2022.12.31 |
|---|---|---|
| $155,411 337,837 |
$157,684 364,205 |
|
| $493,248 | $521,889 |
Financial assets at fair value through other comprehensive income were not pledged.
The Group’s dividend income related to equity instrument investments measured at fair value through other comprehensive income for the years ended 31 December 2023 and 2022 are as follow:
| Dividend recognized during the period | FY 2023 | FY 2022 |
|---|---|---|
| $8,204 | $14,727 |
In consideration of the Group’s investment strategy, the Group disposed, and derecognized partial equity instrument investments measured at fair value through other comprehensive income. Details on derecognition of such investments for the years ended 31 December 2023 and 2022 are as follow:
| The fair value of the investments at the date of derecognition The cumulative gain or loss on disposal reclassified from other equity to retained earnings |
FY 2023 | FY 2022 |
|---|---|---|
| $21,362 $205 |
$734,294 $420,435 |
(4) Financial assets measured at amortized cost - Non-current
| 2023.12.31 Financial products $27,511 Financial assets measured at amortized cost were not pledged. |
2023.12.31 | 2022.12.31 |
|---|---|---|
| $27,511 | $26,622 | |
- (5) Notes receivable
| Notes receivables arising from operating activities Less: loss allowance Total |
2023.12.31 $590,324 − $590,324 |
2022.12.31 |
|---|---|---|
| $352,859 − |
||
| $352,859 |
Notes receivable of the Group were not pledged.
The Group follows the requirement of IFRS 9 to assess the impairment. Please refer to Note 6.(20) for more details on loss allowance and Note 12 for details on credit risk management.
~44~
(6) Trade receivable and Trade receivable - related parties
| 2023.12.31 | 2022.12.31 | |
|---|---|---|
| Trade receivables | $4,952,624 | $4,866,504 |
| Less: loss allowance | (1,509,601) | (1,506,344) |
| Subtotal | 3,443,023 | 3,360,160 |
| Trade receivables-related parties | 39,589 | 56,700 |
| Total | $3,482,612 | $3,416,860 |
Trade receivables of the Group were not pledged.
Trade receivables are generally on 30 to 120 day terms. The total carrying amount as of 31 December 2023 and 31 December 2022 were NT$4,992,213 thousand and NT$4,923,204 thousand, respectively. Please refer to Note 6.(20) for more details on loss allowance of trade receivables for the years ended 31 December 2023 and 2022. Please refer to Note 12 for more details on credit risk management.
- (7) Inventories
| Raw material Work in process Finished goods Total |
2023.12.31 | 2022.12.31 |
|---|---|---|
| $1,405,539 402,994 1,198,447 |
$1,605,552 459,375 1,689,338 |
|
| $3,006,980 | $3,754,265 |
The cost of inventories recognized in expenses amounted to $9,499,258 thousand and $9,232,010 thousand for the years ended 31 December 2023 and 2022, respectively, including the valuation loss of inventories of $264,180 thousand and $332,083 thousand for the years ended 31 December 2023 and 2022, respectively.
No inventories were pledged.
- (8) Investments accounted for using the equity method
| 2023.12.31 | 2023.12.31 | 2022.12.31 | 2022.12.31 | |
|---|---|---|---|---|
| Investees | Carrying | Percentage of | Carrying | Percentage of |
| amount | ownership (%) | amount | ownership (%) | |
| Investments in associates: | ||||
| Zibo Micro Commercial Component Corp. | $133,044 | 18.86% | $147,300 | 18.86% |
| MILDEX OPTICAL INC. | 317,774 | 29.28% | 315,359 | 29.28% |
| Alltop Technology Co., Ltd. | 1,567,662 | 19.13% | 1,575,688 | 19.18% |
| $2,018,480 | $2,038,347 |
~45~
Information on material related enterprises to the Group:
Company Name: Alltop Technology Co., Ltd.
Nature of the relationship with the associate: ALLTOP TECHNOLOGY CO., LTD. is in the business of research and development, manufacturing and sale of connectors, primarily for servers, automotive and industrial application. Alltop’s future development strategy aligns with the Company’s targeted business areas. The Company invests in the company with an aim to integrate the resources of both companies, and expand business areas including servers, laptops, automotive, industrial and networking equipment. This is to create synergies between the two firms and to provide customers with more full-range products and services.
Fair value of the investment in the associate when there is a quoted market price for the investment: ALLTOP TECHNOLOGY CO., LTD. is a listed entity on the Taipei Exchange (TPEx). The fair value of the investment in ALLTOP TECHNOLOGY CO., LTD. accounted for using the equity method amounted to NT$2,172,482 thousand as of 31 December 2023.
Reconciliation of the associate’s summarized financial information presented to the carrying amount of the Company’s interest in the associate:
| Assets Liabilities Equity Proportion of the Company’s ownership Subtotal Goodwill Patents Others (Note) Carrying amount of investment |
2023.12.31 |
|---|---|
| $4,199,607 (1,589,754) |
|
| 2,609,853 19.13% |
|
| 499,265 988,226 53,418 26,753 |
|
| $1,567,662 |
(Note): The variance was because the conversion of the convertible bonds into common shares occurred after acquisition date.
| Operating revenue Profit of continuing operations Other comprehensive income (post-tax) Total comprehensive income |
FY 2023 | FY 2022 |
|---|---|---|
| $2,394,974 $689,697 ($139,042) $550,655 |
$2,309,878 $554,086 $32,613 $586,699 |
The Group’s investments in ZIBO MICRO COMMERCIAL COMPONENT CORP. are not individually material. The aggregate carrying amount of the Group’s interests in ZIBO MICRO COMMERCIAL COMPONENT CORP. is $133,044 thousand and $147,300 thousand as at ended 31 December 2023 and 2022, respectively. The aggregate financial information of the Group’s investments in associates is as follows:
~46~
| Profit (Loss) from continuing operations Other comprehensive income (post-tax) Total comprehensive income |
FY 2023 | FY 2022 |
|---|---|---|
| ($10,403) $− ($10,403) |
$899 $− $899 |
The Group’s investments in MILDEX OPTICAL INC. are not individually material. The aggregate carrying amount of the Group’s interests in MILDEX OPTICAL INC. is $317,774 thousand and $315,359 thousand as at 31 December 2023 and 2022, respectively. The aggregate financial information of the Group’s investments in associates is as follows:
| Profit from continuing operations Other comprehensive income (post-tax) Total comprehensive income |
FY 2023 $7,749 $6,045 $13,794 |
FY 2022 |
|---|---|---|
| $18,892 $47,164 $66,056 |
The associates had no contingent liabilities or capital commitments as at 31 December 2023 and 2022.
(9) Property, plant, and equipment
| Owner occupied property, plant and equipment Property, plant and equipment leased out under operating leases Total |
2023.12.31 | 2022.12.31 |
|---|---|---|
| $7,736,079 65,073 |
$7,329,947 81,346 |
|
| $7,801,152 | $7,411,293 |
~47~
I. Owner occupied property, plant and equipment
| Land Cost: As at 1 Jan. 2023 $581,768 Additions − Disposals − Transfers − Effect of changes in consolidated − Exchange differences (146) As at 31 Dec. 2023 $581,622 Depreciation and impairment: As at 1 Jan. 2023 $− Depreciation − Disposals − Impairment losses (reversal) − Transfers − Effect of changes in consolidated − Exchange differences − As at 31 Dec. 2023 $− Net carrying amount: December 31, 2023 $581,622 |
Land | Buildings | Machinery and equipment |
Transportation equipment |
Utilities equipment |
Office equipment |
Leasehold improvements |
Other equipment |
Construction in progress and equipment awaiting examination |
Total |
|---|---|---|---|---|---|---|---|---|---|---|
| $581,768 − − − − (146) |
$1,678,591 16,364 (390) 46,387 − (15,805) |
$10,114,852 250,368 (545,118) 426,443 − (57,247) |
$17,920 − (38) 1,474 − (270) |
$185,702 2,335 (721) − − − |
$157,386 5,016 (11,458) 2,506 − (665) |
$67,078 852 (5,104) 5,156 − 2,381 $70,363 ($41,516) (3,534) 5,004 − (4,669) − (1,424) ($46,139) $24,224 |
$1,613,863 64,830 (33,938) 46,938 907 (10,126) |
$1,964,143 273,040 − 54,483 − (601) |
$16,381,303 612,805 (596,767) 583,387 907 (82,479) |
|
| $581,622 | $1,725,147 | $10,189,298 | $19,086 |
$187,316 | $152,785 |
$1,682,474 | $2,291,065 |
$16,899,156 | ||
| ($741,757) (52,144) 390 − (2,042) − 8,964 |
($6,787,961) (557,518) 542,071 692 (1,857) − 26,872 |
($12,624) (1,621) 23 − (665) − 213 |
($165,538) (4,029) 721 − (21) − − |
($111,713) (15,138) 11,301 − − − 462 |
($1,190,247) (105,199) 33,305 − (116) (33) 8,271 |
$− − − − − − − |
($9,051,356) (739,183) 592,815 692 (9,370) (33) 43,358 |
|||
| $− | ($786,589) | ($6,777,701) | ($14,674) |
($168,867) | ($115,088) | ($1,254,019) | $− |
($9,163,077) | ||
| $581,622 | $938,558 |
$3,411,597 | $4,412 |
$18,449 |
$37,697 |
$428,455 | $2,291,065 |
$7,736,079 |
~48~
| Land | Buildings | Machinery and equipment |
Transportation equipment |
Utilities equipment |
Office equipment |
Leasehold improvements |
Other equipment |
Construction in progress and equipment awaiting examination |
Total |
|---|---|---|---|---|---|---|---|---|---|
| $576,743 − − − 4,784 241 |
$1,435,766 79,505 − 62,900 90,671 9,749 |
$8,561,243 750,780 (220,862) 899,767 95,679 28,245 |
$14,720 4,353 (1,378) − − 225 |
$173,271 2,865 (199) 9,765 − − |
$126,832 20,227 (3,352) 7,549 4,657 1,473 |
$88,588 626 (25,451) − (85) 3,400 |
$1,459,110 93,271 (22,524) 52,873 24,226 6,907 |
$1,423,209 502,388 − 38,205 − 341 |
$13,859,482 1,454,015 (273,766) 1,071,059 219,932 50,581 |
| $581,768 | $1,678,591 | $10,114,852 | $17,920 |
$185,702 | $157,386 | $67,078 |
$1,613,863 | $1,964,143 | $16,381,303 |
($656,881) (42,021) − − − (36,560) (6,295) |
($6,482,618) (442,241) 211,788 5,271 (1,593) (61,450) (17,118) |
($10,891) (1,839) 240 − − − (134) |
($162,440) (3,297) 199 − − − − |
($96,438) (14,286) 3,244 − 125 (2,994) (1,364) |
($60,504) (4,116) 25,451 − − (166) (2,181) |
($1,083,666) (102,955) 22,002 − − (20,200) (5,428) |
$− − − − − − − |
($8,553,438) (610,755) 262,924 5,271 (1,468) (121,370) (32,520) |
|
| $− | ($741,757) |
($6,787,961) | ($12,624) | ($165,538) | ($111,713) | ($41,516) | ($1,190,247) | $− | ($9,051,356) |
~49~
II. Property, plant and equipment leased out under operating leases
| Cost: January 1, 2023 Transfers Exchange differences December 31, 2023 Depreciation and impairment: January 1, 2023 Depreciation Transfers Exchange differences December 31, 2023 Cost: January 1, 2022 Effect of changes in consolidated Exchange differences December 31, 2022 Depreciation and impairment: January 1, 2022 Depreciation Effect of changes in consolidated Exchange differences December 31, 2022 Net carrying amount: December 31, 2023 December 31, 2022 |
Land | Buildings | Total |
|---|---|---|---|
| $50,515 − − |
$43,859 (21,173) (133) |
$94,374 (21,173) (133) |
|
| $50,515 | $22,553 | $73,068 | |
| $− − − − |
($13,028) (1,602) 6,594 41 |
($13,028) (1,602) 6,594 41 |
|
| $− | ($7,995) |
($7,995) | |
| $− 50,515 − |
$− 43,588 271 |
$− 94,103 271 |
|
| $50,515 | $43,859 | $94,374 | |
| $− − − − |
$− (937) (12,025) (66) |
$− (937) (12,025) (66) |
|
| $− | ($13,028) |
($13,028) | |
$50,515 |
$14,558 | $65,073 $81,346 |
|
| $50,515 | $30,831 |
Capitalized borrowing costs of construction in progress for the years ended 31 December 2023 and 2022 are both $0.
There are no property, plant and equipment under pledge.
~50~
(10) Intangible assets
Computer software Cost: As at 1 Jan. 2023 $174,304 Addition-acquired separately 11,333 Disposals (49,666) Exchange differences (267) As at 31 Dec. 2023 $135,704 As at 1 Jan. 2022 $156,146 Addition-acquired separately 25,619 Disposals (23,803) Transfers − Effect of changes in consolidated 15,510 Exchange differences 832 As at 31 Dec. 2022 $174,304 Amortization and impairment: As at 1 Jan. 2023 ($129,248) Amortisation (25,303) Disposals 49,666 Exchange differences 266 As at 31 Dec. 2023 ($104,619) As at 1 Jan. 2022 ($107,113) Amortisation (31,065) Derecognition 23,803 Effect of changes in consolidated (14,050) Exchange differences (823) As at 31 Dec. 2022 ($129,248) Net Carrying Amount: 2023.12.31 $31,085 2022.12.31 $45,056 |
Computer software |
Technical skills |
Other intangible assets |
Goodwill | Patents | Total |
|---|---|---|---|---|---|---|
$174,304 11,333 (49,666) (267) |
$445 − − (8) |
$167,102 11,930 − 3,831 |
$1,946,341 4,631 − (712) |
$62,227 − (300) − |
$2,350,419 27,894 (49,966) 2,844 |
|
| $135,704 | $437 |
$182,863 | $1,950,260 | $61,927 | $2,331,191 | |
| $156,146 25,619 (23,803) − 15,510 832 |
$− 444 − − − 1 |
$156,725 5,988 (1,645) 514 − 5,520 |
$576,744 1,385,480 (73,774) − − 57, 891 |
$− 61,927 − − 300 − |
$889,615 1,479,458 (99,222) 514 15,810 64,244 |
|
| $174,304 | $445 |
$167,102 | $1,946,341 | $62,227 | $2,350,419 | |
($107) (147) − 4 |
($95,504) (12,043) − (1,852) |
($458,430) − − 75 |
($5,772) (3,627) 300 − |
($689,061) (41,120) 49,966 (1,507) |
||
| ($104,619) | ($250) | ($109,399) | ($458,355) | ($9,099) | ($681,722) | |
| ($107,113) (31,065) 23,803 (14,050) (823) |
$− (107) − − − |
($82,573) (11,673) 1,645 − (2,903) |
($481,551) − 73,774 − (50,653) |
$− (5,472) − (300) − |
($671,237) (48,317) 99,222 (14,350) (54,379) |
|
| ($129,248) | ($107) |
($95,504) | ($458,430) |
($5,772) | ($689,061) | |
| $31,085 | $187 |
$73,464 |
$1,491,905 | $52,828 | $1,649,469 | |
| $45,056 | $338 |
$71,598 |
$1,487,911 | $56,455 | $1,661,358 |
~51~
Amortization expense of intangible assets under the statement of comprehensive income:
| Operating costs Operating expenses |
FY 2023 | FY 2022 |
|---|---|---|
| $12,288 | $14,551 | |
| $28,832 | $33,766 |
- (11) Impairment testing of goodwill
Goodwill acquired through business combinations have been allocated to two cash-generating units, which are also reportable and operating segments, for impairment testing as follows:
-
(a) Diodes
-
(b) Power IC and components
Carrying amount of goodwill allocated to each of the cash-generating units:
| Diode Power IC and components Goodwill |
2023.12.31 $106,425 1,385,480 $1,491,905 |
2022.12.31 |
|---|---|---|
| $102,431 1,385,480 |
||
| $1,487,911 |
Diodes
The impairment testing of goodwill was conducted for the cash-generating unit of diodes on 31 December 2023. This recoverable amount is $673,191 thousand, which has been determined based on a value in use calculation using cash flow projections from five-year financial budgets approved by management. The projected cash flows have been updated to reflect the change in demand for products. The pre-tax discount rate applied to cash flow projections in 2023 was between 12.60% and 13.08%, and the growth rate was the same as the long-term average growth rate for the industry. Based on the result of this analysis, management did not identify an impairment of goodwill which was allocated to this cash-generating unit.
Power IC and Components
The impairment testing of goodwill was conducted for the cash-generating unit of Power IC and components on 31 December 2023. This recoverable amount is $1,380,051 thousand, which has been determined based on a value in use calculation using cash flow projections from five-year financial budgets approved by management. The projected cash flows have been updated to reflect the change in demand for products. The pre-tax discount rate applied to cash flow projections in 2023 was 13.76%, and the growth rate was the same as the long-term average growth rate for the industry. Based on the result of this analysis, management did not identify an impairment of goodwill which was allocated to this cash-generating unit.
~52~
Key assumptions used in value-in-use calculations
Gross margins – Gross margins are based on operating results and further average values achieved in the years preceding the start of the budget period.
Discount rates – Discount rates reflect the current market assessment of the risks specific to each cash generating unit (including the time value of money and the risks specific to the asset for which the future cash flow estimates have not been adjusted). The discount rate was estimated based on the weighted average cost of capital (WACC) for the Group, taking into account the particular situations of the Group and its operating segments. The WACC includes both the cost of liabilities and cost of equities. The cost of equities is derived from the expected returns of the Group’s investors on capital, where the cost of liabilities is measured by the interest bearing loans that the Group has obligation to settle. Specific risk relating to the operating segments is accounted for by considering the individual beta factor which is evaluated annually and based on publicly available market information.
Growth rate estimates – Rates are based on published industry research.
Sensitivity to changes in assumptions
With regard to the assessment of value-in-use of the diodes, management believes that no reasonably possible change in any of the above key assumptions would cause the carrying value of the unit to materially exceed its recoverable amount.
(12) Short-term borrowings
Details of the short-term borrowings are as follows:
| Unsecured bank loans Interest rates Due date |
2023.12.31 | 2022.12.31 |
|---|---|---|
| $2,689,193 | $2,769,949 | |
| 1.60% ~ 6.51% 2024.01.12–2024.04.15 |
1.10% ~ 5.67% 2023.01.14–2023.09.22 |
The Group’s unused short-term lines of credits amount to NT$13,362,981 thousand and NT$10,916,631 thousand, as at 31 December 2023 and 2022, respectively.
(13) Notes payable − current
| Notes payable − current | ||
|---|---|---|
| Notes payables rising from operating activities | 2023.12.31 | 2022.12.31 |
| $636,740 | $605,905 |
~53~
(14) Long−term deferred revenue
| Long−term deferred revenue | ||
|---|---|---|
| Beginning balance Addition Recognized to the statement of comprehensive income Reclassification Exchange differences Ending Balance Asset related deferred income − non−current |
FY 2023 $98,807 − (36,247) − (994) $61,566 2023.12.31 $61,566 |
FY 2022 |
| $102,150 11,718 (16,299) 88 1,150 |
||
| $98,807 | ||
| 2022.12.31 | ||
| $98,807 |
Government grants have been received for the purchase of certain items of property, plant and equipment and land use right. There are no unfulfilled conditions or contingencies attached to these grants recognized to the statement of comprehensive income.
(15) Long−term borrowings
Details of long-term borrowings are as follows:
| etails of long-term borrowings are as follows: | ||
|---|---|---|
| Lenders Syndicated loans (A) Syndicated loans (B) Project finance (C) Project finance (D) Project finance (E) Project finance (F) Unsecured bank loans Subtotal (Less): Due within one year (Less): Unamortized cost of syndicated loan (Less): Deferred government grants Total Interest rates |
2023.12.31 |
2022.12.31 |
| $2,900,000 33,980 436,042 831,250 809,375 58,333 1,800,000 |
$3,700,000 32,720 585,541 900,000 1,050,000 78,333 200,000 |
|
| 6,868,980 (507,000) (3,558) (15,769) |
6,546,594 (478,875) (7,552) (26,426) |
|
| $6,342,653 | $6,033,741 |
|
| 1.40% ~ 4.74% | 1.27% ~ 2.84% |
(A)On 17 August 2021, the Company entered into a syndicated loan contract with 10 financial institutions and the amount of the loan facility was $4,200,000 thousand for a period of five years starting from the first day the facility is drawn. The facility must be drawn within three months from the execution date of the contract, otherwise the maturity of the said three-month period shall be deemed the first drawdown day. The extract of terms of the contract as following:
~54~
-
a. The total amount of the syndicated loan is NT$4,200,000 thousand.
-
b. Terms of the syndicated loan agreement:
-
i. Category 1: Medium-term loan up to $4,200,000 thousand, which can be used
- cyclically in accordance with this contract.
-
ii. Category 2: Commercial paper of $2,940,000 thousand, which can be used cyclically in accordance with this contract.
-
c. The total amount of category 1 and category 2 shall not exceed the total amount of the syndicated loan.
-
d. Terms of financial ratios
Within the contract period, the Company is required to calculate annually the financial ratios and agree with assigned threshold based on the figures from audited consolidated financial report.
- i. Current ratio (current asset / current liability): higher than 100%.
ii. Debt ratio (liability / equity): lower than 200%.
- iii. Interest coverage ratio
【(net profit before tax + interest expense + depreciation + amortization)/ interest expense】: higher than 2.5 times.
iv.Net worth: higher than NT$5,300,000 thousand or USD equivalent.
-
(B) On 16 June 2022, the subsidiary, PAN-JIT ASIA INTERNATIONAL INC., entered into a syndicated loan contract with 11 financial institutions and the amount of the loan facility was US$80,000 thousand for a period of five years starting from the first day the facility is drawn. The facility must be drawn within three months from the execution date of the contract, otherwise the maturity of the said three-month period shall be deemed the first drawdown day. The extract of terms of the contract are as followings:
-
a. Terms of the syndicated loan agreement:
The line of credit of the medium-term loan is US $80,000 thousand, which can be used as a revolving loan within the credit period.
Terms of financial ratios: Within the contract period, the Company should annually calculate the financial ratios and agree with the assigned figures based on the data from audited consolidated financial report.
- i. Current ratio (current asset / current liability): higher than 100%.
ii. Debt ratio (liability / equity): lower than 200%.
iii. Interest coverage ratio 【( net profit before tax + interest expense + depreciation +amortization ) / interest expense 】 : higher than 2.5 times.
iv. Total Equity: higher than $5,300,000 thousand.
Certain other non-current assets are pledged as first priority security for the secured syndicated loans, please refer to Notes 8 for more details.
~55~
- (C) On 9 September 2019, the Company entered into a credit agreement with Taishin International Bank in the amount of NT$600,000 thousand for the investment program for Welcome Overseas Taiwanese Businesses to return to invest in Taiwan. The related terms are as following:
| Credit line | Credit Period | Interest rate Repayment method In accordance with the two-year time deposit interest rate of Chunghwa Post Co., Ltd. plus/minus, and the actual interest rate shall not be lower than 1.4%. Three-year grace period. After the grace period expires, the principal shall be paid back in monthly equal installments. In accordance with the two-year time deposit interest rate of Chunghwa Post Co., Ltd. plus/minus, and the actual interest rate shall not be lower than 1.4%. Three-year grace period. After the grace period expires, the principal shall be paid back in monthly equal installments. |
|---|---|---|
| $400,000 $200,000 |
Seven years from the date of first drawdown Seven years from the date of first drawdown |
- (D) On 25 October 2019, the Company entered into a credit agreement with Chang HWA Bank in the amount of NT$900,000 thousand for the investment program for Welcome Overseas Taiwanese Businesses to return to invest in Taiwan. The related terms are as following:
| Credit line | Credit Period | Interest rate Repayment method In accordance with the two-year time deposit interest rate of Chunghwa Post Co., Ltd. plus/minus, and the actual interest rate shall not be lower than 1.4%. Three-year grace period. After the grace period expires, the principal shall be paid back in monthly equal installments. In accordance with the two- year time deposit interest rate of Chunghwa Post Co., Ltd. plus/minus, and the actual interest rate shall not be lower than 1.4%. Three-year grace period. After the grace period expires, the principal shall be paid back in monthly equal installments. |
|---|---|---|
| $600,000 $300,000 |
Seven years from the date of first drawdown Seven years from the date of first drawdown |
- (E) On 1 November 2019, the Company entered into a credit agreement with First Commercial Bank in the amount of NT$1,500,000 thousand for the investment program for Welcome Overseas Taiwanese Businesses to return to invest in Taiwan. The related terms are as following:
~56~
| Credit line | Credit Period | Interest rate Repayment method In accordance with the two-year time deposit interest rate of Chunghwa Post Co., Ltd. plus/minus, and the actual interest rate shall not be lower than 1.4%. Three-year grace period. After the grace period expires, the principal shall be paid back in monthly equal installments. In accordance with the two-year time deposit interest rate of Chunghwa Post Co., Ltd. plus/minus, and the actual interest rate shall not be lower than 1.4%. Three-year grace period. After the grace period expires, the principal shall be paid back in monthly equal installments. |
|---|---|---|
| $1,000,000 $500,000 |
Seven years from the date of first drawdown Seven years from the date of first drawdown |
- (F) On 21 November 2021, the Company entered into a credit agreement with Land Bank in the amount of NT$1,000,000 thousand for the investment program for Welcome Overseas Taiwanese Businesses to return to invest in Taiwan. The related terms are as following:
| Credit line | Credit Period Interest rate Repayment method Seven years from the date of first drawdown In accordance with the two- year time deposit interest rate of Chunghwa Post Co., Ltd. plus/minus, and the actual interest rate shall not be lower than 1.4%. Sole interests will be paid per month in the first two years. The principal shall be paid back in monthly equal installments, from the third year, and interest calculated based on the amount of principal monthly. Seven years from the date of first drawdown In accordance with the two- year time deposit interest rate of Chunghwa Post Co., Ltd. plus/minus, and the actual interest rate shall not be lower than 1.4%. Sole interests will be paid per month in the first two years. The principal shall be paid back in monthly equal installments, from the third year, and interest calculated based on the amount of principal monthly. |
|---|---|
| $700,000 $300,000 |
~57~
(16) Post-employment benefits
Defined contribution plan
The Company and its domestic subsidiaries adopt a defined contribution plan in accordance with the Labor Pension Act of the R.O.C. Under the Labor Pension Act, the Company and its domestic subsidiaries will make monthly contributions of no less than 6% of the employees’ monthly wages to the employees’ individual pension accounts. The Company and its domestic subsidiaries have made monthly contributions of 6% of each individual employee’s salaries or wages to employees’ pension accounts.
Subsidiaries located in the People’s Republic of China will contribute a certain percentage of employees’ salaries or wages as national pension insurance to the employees’ individual pension accounts in accordance with local regulations.
Pension benefits for employees of overseas subsidiaries and branches are provided in accordance with the local regulations.
Expenses under the defined contribution plan for the years ended 31 December 2023 and 2022 were $51,721 thousand and $50,801 thousand, respectively.
Defined benefit plan
The Company and its domestic subsidiaries adopt a defined benefit plan in accordance with the Labor Standards Act of the R.O.C. The pension benefits are disbursed based on the units of service years and the average salaries in the last month of the service year. Two units per year are awarded for the first 15 years of services while one unit per year is awarded after the completion of the 15th year. The total units shall not exceed 45 units. Under the Labor Standards Act, the Company and its domestic subsidiaries contribute an amount equivalent to 2% of the employees’ total salaries and wages on a monthly basis to the pension fund deposited at the Bank of Taiwan in the name of the administered pension fund committee. Before the end of each year, the Company and its domestic subsidiaries assess the balance in the designated labor pension fund. If the amount is inadequate to pay pensions calculated for workers retiring in the same year, the Company and its domestic subsidiaries will make up the difference in one appropriation before the end of March in the following year.
~58~
The Ministry of Labor is in charge of establishing and implementing the fund utilization plan in accordance with the Regulations for Revenues, Expenditures, Safeguard and Utilization of the Labor Retirement Fund. The pension fund is invested in-house or under mandate, based on a passiveaggressive investment strategy for long-term profitability. The Ministry of Labor establishes checks and risk management mechanism based on the assessment of risk factors including market risk, credit risk and liquidity risk, in order to maintain adequate manager flexibility to achieve targeted return without over-exposure of risk. With regard to utilization of the pension fund, the minimum earnings in the annual distributions on the final financial statement shall not be less than the earnings attainable from the amounts accrued from two-year time deposits with the interest rates offered by local banks. Treasury Funds can be used to cover the deficits after the approval of the competent authority. As the Company does not participate in the operation and management of the pension fund, no disclosure on the fair value of the plan assets categorized in different classes could be made in accordance with paragraph 142 of IAS 19. The Group expects to contribute $2,469 thousand to its defined benefit plan during the 12 months beginning after 31 December 2023.
The average duration of the defined benefits plan obligation as at 31 December 2023 and 2022, are 7 to 15 and 8 to 16 years, respectively.
The pension costs recognized in profit or loss for the years ended 31 December 2023 and 2022 are as follows:
| as follows: | ||
|---|---|---|
| Current period service costs Interest expense Total |
FY 2023 | FY 2022 |
| $1,449 856 |
$1,793 753 |
|
| $2,305 | $2,546 |
The current value of the defined benefit obligations and the fair value of the planned assets are adjusted as follows:
| adjusted as follows: | |||
|---|---|---|---|
| Defined benefit obligation Plan assets at fair value Other non-current liabilities – Defined benefit liabilities recognized on the consolidated balance sheets |
2023.12.31 | 2022.12.31 | 2022.01.01 |
| $166,978 (100,399) |
$161,469 (94,524) |
$193,097 (87,536) |
|
| $66,579 | $66,945 |
$105,561 |
~59~
Reconciliation of liability (asset) of the defined benefit plan is as follows:
| As at 1 Jan. 2022 Current period service costs Net interest expense (income) Past service cost and gains and losses arising from settlements Subtotal Remeasurements of the net defined benefit liability (asset): Actuarial gains and losses arising from changes in demographic assumptions Actuarial gains and losses arising from changes in financial assumptions Experience adjustments Remeasurements of the defined benefit asset Subtotal Payments from the plan Contributions by employer Effect of changes in foreign exchange rates As at 31 Dec. 2022 Current period service costs Net interest expense (income) Past service cost and gains and losses arising from settlements Subtotal Remeasurements of the net defined benefit liability (asset): Actuarial gains and losses arising from changes in demographic assumptions Actuarial gains and losses arising from changes in financial assumptions Experience adjustments Remeasurements of the defined benefit asset Subtotal Payments from the plan Contributions by employer Effect of changes in foreign exchange rates As at 31 Dec. 2023 |
Defined benefit obligation |
Fair value of plan assets |
Defined benefit liability (asset) |
|---|---|---|---|
| $193,097 1,793 1,379 − |
($87,536) − (626) − |
$105,561 1,793 753 − |
|
| 196,269 682 (10,819) (9,542) − |
(88,162) − − − (6,506) |
108,107 682 (10,819) (9,542) (6,506) |
|
| 176,590 | (94,668) |
81,922 | |
| (15,121) − − |
15,121 (14,977) − |
− (14,977) − |
|
| $161,469 1,449 2,101 − |
($94,524) − (1,245) − |
$66,945 1,449 856 − |
|
| 165,019 9,498 19,439 (24,231) − |
(95,769) − − − (411) |
69,250 9,498 19,439 (24,231) (411) |
|
| 169,725 | (96,180) |
73,545 | |
| (2,747) − − |
2,747 (6,966) − |
− (6,966) − |
|
| $166,978 | ($100,399) | $66,579 |
~60~
The following significant actuarial assumptions are used to determine the present value of the defined benefit obligation:
| defined benefit obligation: | ||
|---|---|---|
| Discount rate Expected rate of salary increases |
2023.12.31 | 2022.12.31 |
| 1.18% ~ 1.31% 1.50% ~ 3.00% |
1.26% ~ 1.49% 1.50% ~ 3.00% |
The sensitive analysis of each major actuarial assumption:
| Discount rate increase by 0.5% Discount rate decrease by 0.5% Future salary increase by 0.5% Future salary decrease by 0.5% |
Effect on the defined benefit obligation | Effect on the defined benefit obligation | Effect on the defined benefit obligation | Effect on the defined benefit obligation |
|---|---|---|---|---|
| 2023 | 2022 | |||
| Increase defined benefit obligation |
Decrease defined benefit obligation |
Increase defined benefit obligation |
Decrease defined benefit obligation |
|
| $− $8,882 $8,772 $− |
$4,716 $− $− $4,698 |
$− $8,857 $8,752 $− |
$5,961 $− $− $5,949 |
The sensitivity analyses above are based on a change in a significant assumption (for example: change in discount rate or future salary), keeping all other assumptions constant. The sensitivity analyses may not be representative of an actual change in the defined benefit obligation as it is unlikely that changes in assumptions would occur in isolation of one another.
There was no change in the methods and assumptions used in preparing the sensitivity analyses compared to the previous period.
(17)Equities
A. Common stock
As at 31 December 2023 and 2022, the Company’s authorized capital were $6,000,000 thousand, and issued capital were $3,821,149 thousand and $3,828,149 thousand, respectively each at a par value of NT$10. Each share has one voting right and a right to receive dividends.
On 25 October 2021, the Company issued 50,000 thousand units of Global Depository Shares ("GDS") on the Luxembourg Stock Exchange, each representing a unit of ordinary shares of the Company. And totals in new issuance of 50,000 thousand common stock shares, each unit of GDS was priced at USD3.02, equivalent to NT$84.5. Totals shares amounted to USD151,000 thousand. The rights and obligations of the new shares issued are the same as the original shares. As of December 31, 2023, there were no outstanding shares.
~61~
B.Capital surplus
| Capital surplus | ||
|---|---|---|
| Items | 2023.12.31 | 2022.12.31 |
| Additional paid-in capital Premium on convertible bonds Difference between consideration given/received and carrying amount of interests in subsidiaries acquired through of disposed Increase through changes in ownership interests in subsidiaries Share of changes in net assets of associates accounted and joint ventures for using the equity method Employee stock option Restricted stocks for employees Others Total |
$4,603,539 1,082,212 95,779 455 112,781 24,527 694 87,151 |
$4,611,840 1,083,418 95,779 8 113,444 24,527 694 87,151 |
| $6,007,138 | $6,016,861 |
According to the Company Act, the capital reserve shall not be used except for making good the deficit of the company. When a company incurs no loss, it may distribute the capital reserves related to the income derived from the issuance of new shares at a premium or income from endowments received by the company. The distribution could be made in cash or in the form of dividend shares to its shareholders in proportion to the number of shares being held by each of them.
- C. Treasury stock
On 09 May, 2023, the Company’s Board of Directors approved the cancellation of treasury shares and the record date on 22 May, 2023. The change of paid-in capital registration of 700 thousand treasury shares was on June 13, 2023.
As at 31 December, 2023 and 2022, the treasury stock held by the Company were $0 thousand and $16,507 thousand, and the number of treasury stock held by the Company were 0 thousand and 700 thousand shares, respectively.
D. Earnings distribution and dividend policy
According to the Company’s Articles of Incorporation, current year’s earnings, if any, shall be distributed in the following order:
-
a. Payment of all taxes and dues
-
b. Offset prior years’ operation losses
-
c. Set aside 10% of the remaining amount after deducting items (a) and (b) as legal reserve
-
d. Set aside or reverse special reserve in accordance with law and regulations
-
e. The distribution of the remaining portion, if any, will be recommended by the board of directors and resolved in the shareholders’ meeting.
~62~
According to the provision of Article 240-5 of the Company Act, the Company should authorize the distributable dividends and bonuses in whole or in part are paid in cash after a resolution has been adopted by a majority vote at a meeting of the board of directors attended by two-thirds of the total number of directors; and in addition thereto a report of such distribution is submitted to the shareholders’ meeting.
The policy of dividend distribution approved by the Board should reflect factors such as the operating planning, investment plan, capital budgets, the changes of inner and outer environment. The Company in capital-intensive industries are currently in the stage of expansion. Considering the Company’s need for future capital and the long-term financial planning; as well as the shareholders’ need for cash inflow, the principle of earning distribution:
The dividend to shareholders should be paid in the form of cash as priority, or in the form of share dividend. Additionally, at least 10% of the dividends must be paid in the form of cash.
According to the Company Act, the Company needs to set aside amount to legal reserve unless where such legal reserve amounts to the total authorized capital. The legal reserve can be used to make good the deficit of the Company. When the Company incurs no loss, it may distribute the portion of legal serve which exceeds 25% of the paid-in capital by issuing new shares or by cash in proportion to the number of shares being held by each of the shareholders.
According to the provision of Article 241 of the Company Act, the Company shall distribute the whole or a part of the statutory surplus reserve and capital surplus to shareholders in new shares or cash according to their shareholding percentage. When cash is distributed, a resolution adopted by a majority of the shareholders present who represent two-thirds or more of the total number of its outstanding shares of the company shall be required and reported to the shareholders meeting. When new shares are issued, it shall be submitted to the shareholders' meeting for approval before distribution.
When the Company distributing distributable earnings, it shall set aside to special reserve, an amount equal to “other net deductions from shareholders” equity for the current fiscal year, provided that if the company has already set aside special reserve according to the requirements for the adoption of IFRS, it shall set aside supplemental special reserve based on the difference between the amount already set aside and other net deductions from shareholders’ equity. For any subsequent reversal of other net deductions from shareholders’ equity, the amount reversed may be distributed from the special reserve.
The FSC on 31 March 2021 issued Order No. Financial-Supervisory-Securities-Corporate 1090150022, which sets out the following provisions for compliance:
On a public company's first-time adoption of the IFRS, for any unrealized revaluation gains and cumulative translation adjustments (gains) recorded to shareholders’ equity that the company elects to transfer to retained earnings by application of the exemption under IFRS 1, the company shall set aside special reserve. For any subsequent use, disposal or reclassification of related assets, the Company can reverse the special reserve by the proportion of the special reserve first appropriated and distribute it.
~63~
The special reserve upon first adoption amounted to $200,400 thousand as of 1 January 2023 and 2022. Because of unused, disposal or reclassification of related assets, there was no reversal from special reserve to unappropriated earnings during the years ended of 2023 and 2022. As of 31 December 2023 and 2022, the special reverse upon first adoption amounted to $200,400 thousand.
Details of the 2023 and 2022 earnings distribution and dividends per share as approved and resolved by the board of directors meeting on 8 March 2024 and shareholders’ meeting on 14 June 2023, are as follows:
| Legal reserve Common stock -cash dividend (Note) |
Appropriation of earnings | Appropriation of earnings | Dividendper | share(NT$) |
|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 $− $3.00 |
|
| $83,321 $458,538 |
$223,603 $1,146,345 |
$− $1.20 |
(Note)The Company resolved at the board of directors’ meeting held on 8 March 2024 and 10 March 2023 to distribute the dividends of 2023 and 2022 in form of cash.
Please refer to Note 6.(22) for further details on employees’ compensation and remuneration to directors.
E. Non-controlling interests
| Non-controlling interests | ||
|---|---|---|
| Beginning balance Profit (loss) attributable to non-controlling interests Other comprehensive income, attributable to non-controlling interests, net of tax: Exchange differences resulting from translating the financial statements of a foreign operation Unrealized gains or losses from equity instrument investments measured at fair value through other comprehensive income Remeasurements of defined benefits plans Difference between consideration given/received and carrying amount of interests in subsidiaries acquired through of disposed Share of changes of associates and joint ventures accounted for using the equity method Adjustments arising from changes in ownerships in subsidiaries Acquisition of additional interest in a subsidiary Cash dividends from subsidiaries Changes of non-controlling interests Ending balance |
FY 2023 1,293,658 192,169 9,239 734 (39) 8,674 − (385) − (84,550) (33,559) $1,385,941 |
FY 2022 |
$215,134 273 87,649 (12,040) 431 121,425 (354) (165,271) (753) (293,517) 1,340,681 |
||
| $1,293,658 |
~64~
(18) Share−based payment plan
Share-based payment plan for employees of the subsidiary
The subsidiary transferred 163 thousand treasury shares according to the Company’s rules of treasury share transfer for the years ended 31 December 2022, which were estimated at $2.72 per unit cost of compensation by using the Black-Scholes option valuation model. The cost of compensation recognized for the one-year period ended 31 December 2022 amounted to $444 thousand.
On 13 April 2022, the subsidiary was authorized by the board of directors to issue employee share options with a total number of 163 thousand units. Each unit entitles an optionee to subscribe for one share of the subsidiary’s common shares. Settlement upon the exercise of the options will be made through the transference of treasury shares by the subsidiary. The shares transferred by the subsidiary are not transferrable within the vesting period of two years since the delivery date.
The fair value of the share options is estimated at the grant date using Black-Scholes option valuation model, taking into account the terms and conditions upon which the share options were granted.
Details of the Group subsidiaries' employee stock option plan are as follows:
| Outstanding options as of 01 January Stock option granted in the current period Exercise of stock options in the current period Overdue and expired stock options in the current period Outstanding options as of December 31 Exercisable stock options on December 31 Weighted average fair value ($) of stock option granted in the current period |
2023.01.01~2023.12.31 | 2023.01.01~2023.12.31 | 2022.01.01~2022.12.31 | 2022.01.01~2022.12.31 |
|---|---|---|---|---|
| Quantity outstanding (Unit: thousand) |
Weighted average Exercise price (NT$) |
Quantity outstanding (Unit: thousand) |
Weighted average Exercise price (NT$) |
|
| − − − − |
$− $− $− |
− 163 − (163) |
$− $56.72 $− |
|
| − | − | |||
| − $− |
− $9,245,360 |
~65~
Outstanding Information on the aforementioned share-based payment plans as of December 31, 2023 is shown in the table below:
| 2023 is shown in the table below: | ||
|---|---|---|
Outstanding stock options as of December 31, 2023 Outstanding stock options as of December 31, 2022 |
Range of exerciseprice | Weighted average remainingduration(years) |
| $− $56.72 |
− − |
(19) Operating revenue
| Revenue from contracts with customers Sale of goods Other operating revenue Total |
FY 2023 | FY 2022 |
|---|---|---|
| $12,704,188 3,131 |
$13,224,258 3,589 |
|
| $12,707,319 | $13,227,847 |
Analysis of revenue from contracts with customers during the years ended 31 December 2023 and 2022 are as follows:
A. Disaggregation of revenue
For the year ended 31 December 2023:
| Sales of goods | Diodes | Power IC and components |
Solar |
Other | Total |
|---|---|---|---|---|---|
| $11,432,853 | $1,071,885 |
$202,581 |
$− |
$12,707,319 |
For the year ended 31 December 2022:
| Sales of goods | Diodes | Power IC and components |
Solar $188,287 |
Other | Total |
|---|---|---|---|---|---|
| $12,811,874 | $227,627 |
$59 |
$13,227,847 |
B. Contract balances
| Contract liabilities−current Sales of goods |
2023.12.31 | 2022.12.31 |
|---|---|---|
| $9,744 | $10,041 |
The changes in the balance of contract liabilities of the Group in 2023 and 2022 were due to the fact that some of the performance obligations have been satisfied to be reclassified to increase in revenue or increase in advance receipts.
~66~
(20) Expected credit impairment gains (losses)
| Operation expense-Expected credit gains (losses) Trade receivables Non−operating income and expenses − Expected credit gains (losses) Other receivables Total |
FY 2023 | FY 2022 |
|---|---|---|
| ($4,723) (25,367) |
$9,311 − |
|
| ($30,090) | $9,311 |
Please refer to Note 12 for more details on credit risk management.
The Group measures the loss allowance of its trade receivables (including note receivables and trade receivables) at an amount equal to lifetime expected credit losses. The assessment of the Group’s loss allowance as at 31 December 2023 and 2022 are as follows:
The Group considers the grouping of trade receivables by counterparties’ credit rating, by geographical region and by industry sector, and its loss allowance is measure by using a provision matrix, details as follows:
As at 31 Dec. 2023
| As at 31 Dec. 2023 | ||||||
|---|---|---|---|---|---|---|
| Gross carrying amount Loss rate Lifetime expected credit losses Total As at 31 Dec. 2022 Gross carrying amount Loss rate Lifetime expected credit losses Total |
1-90 days(Note) |
91-180 days |
181-270 days |
271-360 days |
Over 361 days |
Total |
| $3,675,613 − |
$417,337 8.43% |
$18,792 20.00% |
$289 50.17% |
$1,470,506 100.00% |
$5,582,537 (1,509,601) |
|
− |
(35,192) |
(3,758) | (145) | (1,470,506) | ||
| $3,675,613 | $382,145 | $15,034 | $144 |
$− |
$4,072,936 |
|
| 1-90 days(Note) |
91-180 days |
181-270 days |
271-360 days |
Over 361 days |
Total | |
| $3,383,699 − |
$410,581 8.20% |
$10,566 14.19% |
$130 62.31% |
$1,471,087 100.00% |
$5,276,063 (1,506,344) |
|
| − | (33,677) |
(1,499) | (81) | (1,471,087) | ||
| $3,383,699 | $376,904 | $9,067 | $49 |
$− |
$3,769,719 |
(Note) The Group’s note receivables are not overdue.
~67~
The movement in the provision of impairment of trade receivables and other receivables during the years ended 31 Dec. 2023 and 2022 are as follows:
| As at 1 Jan. 2023 Additional/(reversal) for the current period Effect of changes in exchange rate As at 31 Dec. 2023 As at 1 Jan. 2022 Additional/(reversal) for the current period Write off Effect of changes in consolidated Effect of changes in exchange rate As at 31 Dec. 2022 |
Trade receivable | Other receivables |
|---|---|---|
| $1,506,344 4,723 (1,466) |
$1,146 25,367 (331) |
|
| $1,509,601 | $26,182 | |
| $1,413,581 (9,311) (4,540) (34,664) 141,278 |
$1,129 − − − 17 |
|
| $1,506,344 | $1,146 |
- (21) Lease
A. Group as a lessee
The Group leases various properties, including real estate such as land and buildings, machinery and equipment, transportation equipment and other equipment. The lease terms range from 2 to 50 years.
The Group’s leases effect on the financial position, financial performance and cash flows are as follow:
(A) Amounts recognized in the balance sheet
a.Right-of-use assets
The carrying amount of right-of-use assets
| Land Buildings Transportation equipment Other equipment Total |
2023.12.31 $76,826 193,585 1,775 952,148 $1,224,334 |
2022.12.31 |
|---|---|---|
| $81,273 225,467 3,230 986,206 |
||
| $1,296,176 |
~68~
b. Lease liabilities
| ase liabilities | ||
|---|---|---|
| Current Non−current Total |
2023.12.31 | 2022.12.31 |
| $51,245 281,270 |
$52,735 321,641 |
|
| $332,515 | $374,376 |
Please refer to Note 6.(23)(D) for the interest on lease liabilities recognized during the years ended 31 December 2023 and 2022 and refer to Note 12.(5) Liquidity Risk Management for the maturity analysis for lease liabilities as of 31 December 2023 and 2022.
(B) Amounts recognized in the statement of profit or loss
Depreciation of right−of−use assets
| Depreciation of right−of−use assets | ||
|---|---|---|
| Land Buildings Transportation equipment Other equipment Total |
For theyears ended 31 December | |
| 2023 $3,211 40,528 1,374 71,427 $116,540 |
2022 | |
| $3,003 41,204 1,013 66,475 |
||
| $111,695 |
(C) Income and costs relating to leasing activities
| Income and costs relating to leasing activities | ||
|---|---|---|
| The expenses relating to short-term leases The expenses relating to leases of low-value assets (Not including the expenses relating to short-term leases of low-value assets) The expenses relating to variable lease payments not included in the measurement of lease liabilities Income from subleasing right-of-use assets |
For theyears ended 31 December 2023 2022 $13,691 $11,105 $372 $564 $18 $108 $1,816 $1,548 |
|
| 2022 | ||
| $11,105 $564 $108 $1,548 |
(D) Cash outflow relating to leasing activities
During the years ended 31 December 2023 and 2022, the Group’s total cash outflows for leases amounting to $72,726 thousand and $67,375 thousand, respectively.
- (E) Other information relating to leasing activities
Extension and termination options
Some of the Group’s property rental agreement contain extension and termination options. In determining the lease terms, the non-cancellable period for which the Group has the right to use an underlying asset, together with both periods covered by an option to extend the lease if the Group is reasonably certain to exercise that option and periods covered by an option to terminate the lease if the Group is reasonably certain not to exercise that option. These options are used to maximize operational flexibility in terms of managing contracts. The majority of extension and termination options held are exercisable only by the Group.
~69~
After the commencement date, the Group reassesses the lease term upon the occurrence of a significant event or a significant change in circumstances that is within the control of the lessee and affects whether the Group is reasonably certain to exercise an option not previously included in its determination of the lease term, or not to exercise an option previously included in its determination of the lease term.
(22) Summary statement of employee benefits, depreciation and amortization expenses by function:
| Function Nature |
For theyear ended 31 December 2023 |
For theyear ended 31 December 2023 |
For theyear ended 31 December 2023 |
For theyear ended 31 December 2022 | For theyear ended 31 December 2022 | For theyear ended 31 December 2022 |
|---|---|---|---|---|---|---|
| Operating costs |
Operating expenses |
Total amount |
Operating costs |
Operating expenses |
Total amount |
|
| Employee benefit expense | ||||||
| Salaries | $959,425 | $1,108,452 | $2,067,877 | $1,029,235 | $1,206,231 | $2,235,466 |
| Labor and health insurance | $133,124 |
$91,600 | $224,724 | $141,289 | $80,859 | $222,148 |
| Pension | $28,385 | $25,641 | $54,026 | $30,641 | $22,706 | $53,347 |
| Other employee benefit expense |
$67,311 | $42,470 | $109,781 | $76,412 | $44,644 | $121,056 |
| Depreciation | $685,084 | $172,241 | $857,325 | $573,715 | $149,672 | $723,387 |
| Amortization | $12,288 | $28,832 | $41,120 | $14,551 | $33,766 | $48,317 |
According to the Company’s Articles of Incorporation, at least 6% of profit of the current year is distributable as employees’ compensation and no higher than 2% of profit of the current year is distributable as remuneration to directors. However, the Company's accumulated losses shall have been covered.
According to Article 235-1 of the Company Act, the Company may, by a resolution adopted by a majority vote at a meeting of board of directors attended by two-thirds of the total number of directors, have the profit distributable as employees’ compensation in the form of shares or in cash; and in addition thereto a report of such distribution is submitted to the shareholders’ meeting. Information on the Board of Directors’ resolution regarding the employees’ compensation and remuneration to directors and supervisors can be obtained from the “Market Observation Post System” on the website of the TWSE.
Based on the profit of the year ended 31 Dec. 2023, the Company estimated the amounts of the employees’ compensation and remuneration to directors for the year ended 31 December 2023 to be 6.5% of profit of current year and 1.69% of profit of current year, respectively, recognized the amount of $63,400 thousand and $16,495 thousand. Employees’ compensation and remuneration to directors for the years ended 31 Dec. 2022 amount of $137,375 thousand and $35,000 thousand, respectively, recognized as employee benefits expense. If the Board of Directors resolves to distribute employee compensation through stock, the number of stocks distributed is calculated based on total employee compensation divided by the closing price of the day before the Board of Directors meeting. If the estimated amounts differ from the actual distribution resolved by the Board of Directors, the Company will recognize the change as an adjustment in the profit of loss in the subsequent period.
~70~
A resolution was passed at the board meeting on 8 March 2024 to distribute dividend in cash in the amount of $63,400 thousand and $16,495 thousand for the year ended 2023, and of $137,375 thousand and $35,000 thousand for the year ended 2022 as employees’ compensation and remuneration to directors and supervisors, respectively. No material differences existed between the estimated amount and the actual distribution of the employee compensation and remuneration to directors for the years ended 2023 and 2022.
(23) Non−operating income and expenses
A. Interest income
| Interest income | ||
|---|---|---|
| Financial asset measured at amortized cost Other income Rental income Dividend income Others Total |
For theyears ended 31 December | |
| 2023 | 2022 | |
| $171,995 | $133,842 | |
| For theyears ended 31 December | ||
| 2023 | 2022 | |
| $5,107 8,231 135,109 |
$3,692 15,555 89,535 |
|
| $148,447 | $108,782 |
B. Other income
C. Other gains and losses
| Other gains and losses | ||
|---|---|---|
| Gains(Losses) on disposal of property, plant and equipment Gains (Losses) on disposal of investments Gains on lease modification Foreign exchange gains, net Impairment gains(losses) Gains on financial assets / financial liabilities at fair value through profit or loss (Note) Others Total |
For theyears ended 31 December | |
| 2023 | 2022 | |
$26,683 (7,955) 176 (14,026) 692 132,139 (3,468) |
$73 72,787 49 160,010 5,271 70,231 (67,082) |
|
| $134,241 | $241,339 |
(Note) Balances were arising from financial assets and financial liabilities mandatorily measured at fair value through profit or loss.
~71~
D. Financial costs
| Financial costs | ||
|---|---|---|
| Interest on borrowings from bank Interest on lease liabilities Total |
For theyears ended 31 December | |
| 2023 | 2022 | |
| ($183,206) (19,597) |
($121,572) (16,518) |
|
| ($202,803) | ($138,090) |
(24) Other comprehensive income components
For the year ended 31 December 2023
| Not to be reclassified to profit or loss in subsequent periods: Remeasurements of defined benefit plans Unrealized gains or losses from equity instrument investments measured at fair value through other comprehensive income To be reclassified to profit or loss in subsequent periods: Exchange differences resulting from translating the financial statements of a foreign operation Total of other comprehensive income Not to be reclassified to profit or loss in subsequent periods: Remeasurements of defined benefit plans Unrealized gains or losses from equity instrument investments measured at fair value through other comprehensive income To be reclassified to profit or loss in subsequent periods: Exchange differences resulting from translating the financial statements of a foreign operation Total of other comprehensive income |
Not to be reclassified to profit or loss in subsequent periods: Remeasurements of defined benefit plans Unrealized gains or losses from equity instrument investments measured at fair value through other comprehensive income To be reclassified to profit or loss in subsequent periods: Exchange differences resulting from translating the financial statements of a foreign operation Total of other comprehensive income Not to be reclassified to profit or loss in subsequent periods: Remeasurements of defined benefit plans Unrealized gains or losses from equity instrument investments measured at fair value through other comprehensive income To be reclassified to profit or loss in subsequent periods: Exchange differences resulting from translating the financial statements of a foreign operation Total of other comprehensive income |
Arising during the period |
Reclassification adjustments during the period |
Other comprehensive income, before tax |
Income tax relating to components of other comprehensive income |
Other comprehensive income, net of tax ($3,587) 9,423 (37,100) ($31,264) |
|---|---|---|---|---|---|---|
| ($4,446) 9,991 (46,247) |
$− − − |
($4,446) 9,991 (46,247) |
$859 (568) 9,147 |
|||
| ($40,702) | $− | ($40,702) | $9,438 | |||
| For theyear ended 31 December 2022 | ||||||
| Arising during the period |
Reclassification adjustments during the period |
Other comprehensive income, before tax $26,842 (293,286) 583,547 $317,103 |
Income tax relating to components of other comprehensive income ($5,237) (1,711) (93,185) ($100,133) |
Other comprehensive income, net of tax |
||
| $26,842 (293,286) 583,547 |
$− − − |
$21,605 (294,997) 490,362 |
||||
| $317,103 | $− | $216,970 |
~72~
(25) Income tax
A. Income tax expense (income) recognized in profit or loss
| Current income tax expense: Current income tax charge Adjustments in respect of current income tax of prior periods Deferred tax (income) expense: Deferred tax (income) expense relating to origination and reversal of temporary differences Others Total income tax expense |
For theyears ended 31 December | For theyears ended 31 December |
|---|---|---|
| 2023 | 2022 | |
| $204,217 (24,117) (28,391) 436 |
$366,380 (15,476) (17,177) (289) |
|
| $152,145 | $333,438 |
- B. Income tax relating to components of other comprehensive income
Deferred tax expense (income): Remeasurements of defined benefit plans Unrealized gains or losses from financial assets measured at fair value through other comprehensive income Exchange differences resulting from translating the financial statements of a foreign operation Income tax expense(income) relating to components of other comprehensive income |
For theyears ended 31 December | For theyears ended 31 December |
|---|---|---|
| 2023 | 2022 | |
| ($859) 568 (9,147) |
$5,237 1,711 93,185 |
|
| ($9,438) | $100,133 |
- C. Reconciliation between tax expense and the product of accounting profit multiplied by applicable tax rates is as follows:
| tax rates is as follows: | ||
|---|---|---|
Accounting profit before tax from continuing operations Tax at the domestic rates applicable to profits in the country concerned Tax effect of revenues exempt from taxation Tax effect of expenses not deductible for tax purposes Tax effect of deferred tax assets/liabilities Income tax on undistributed surplus Minimum tax amount to be levied Adjustments in respect of current income tax of prior periods Others Total income tax expense recognized in profit or loss |
For theyears ended 31 December | |
| 2023 | 2023 | |
| $1,165,096 | $2,091,342 | |
| $286,931 (33,889) 1,910 (67,797) 19,254 2 (24,117) (30,149) |
$492,932 (79,999) 17,803 (130,543) 269 − (15,476) 48,452 |
|
| $152,145 | $333,438 |
~73~
D. Deferred tax assets (liabilities) relate to the following:
For the year ended 31 December 2023:
| Temporary difference Allowance for bad debts Allowance for losses on inventory Unrealized exchange gains (losses) Share of profit (loss) of subsidiaries accounted for using the equity method Changes in ownership interests of subsidiaries for using equity method Exchange differences resulting from translating the financial statements of a foreign operation Depreciation difference for tax purpose Pension cost Impairment losses Financial assets measured at fair value through other comprehensive income Others Deferred tax (expense)/ income Net deferred tax assets/(liabilities) Reflected in balance sheet as follows: Deferred tax assets Deferred tax liabilities |
Beginning balance as at 1 Jan. 2023 |
Deferred tax income (expense) recognized in profit or loss |
Deferred tax income (expense) recognized in other comprehensive income |
Effect of changes in consolidated |
Exchange differences |
Ending balance as at 31 Dec. 2023 |
|---|---|---|---|---|---|---|
| $1,313 107,757 (4,916) 58,771 (71,015) 64,580 (3,426) 13,142 57,920 1,573 33,049 |
$193 44,648 10,296 (13,935) − − 603 (686) (51) − (12,677) |
$− − − − − 9,147 − 859 15 (583) − |
$− − − − − − − − − − (189) |
($25) (161) 1 1 − 1 55 1 (63) 71 188 |
$1,481 152,244 5,381 44,837 (71,015) 73,728 (2,768) 13,316 57,821 1,061 20,371 |
|
| $258,748 | $28,391 | $9,438 |
($189) |
$69 | $296,457 |
|
$350,643 |
$379,346 | |||||
| ($91,895) | ($82,889) |
~74~
For the year ended 31 December 2022:
| Temporary differences Allowance for bad debts Allowance for losses on inventory Unrealized exchange gains (losses) Share of profit (loss) of subsidiaries accounted for using the equity method Changes in ownership interests of subsidiaries for using equity method Exchange differences resulting from translating the financial statements of a foreign operation Depreciation difference for tax purpose Pension cost Impairment losses Financial assets measured at fair value through other comprehensive income Others Deferred tax (expense)/ income Net deferred tax assets/(liabilities) Reflected in balance sheet as follows: Deferred tax assets Deferred tax liabilities |
Beginning balance as at 1 Jan. 2022 |
Deferred tax income (expense) recognized in profit or loss |
Deferred tax income (expense) recognized in other comprehensive income |
Effect of changes in consolidated |
Exchange differences |
Ending balance as at 31 Dec. 2022 |
|---|---|---|---|---|---|---|
$1,436 47,416 (6,610) 73,265 (71,015) 154,135 (472) 21,112 10,246 4,920 55,052 |
($144) 60,302 1,694 (14,494) − 3,631 (2,956) (2,733) (3,927) (1,637) (22,559) |
$− − − − − (93,185) − (5,237) − (1,711) − |
$− − − − − − − − 51,553 − (1,113) |
$21 39 − − − (1) 2 − 48 1 1,669 |
$1,313 107,757 (4,916) 58,771 (71,015) 64,580 (3,426) 13,142 57,920 1,573 33,049 |
|
$289,485 |
($17,177) | ($100,133) | $50,440 | $1,779 |
$258,748 | |
| $367,714 | $350,643 | |||||
| ($78,229) | ($91,895) |
E. The following table contains information of the unused tax losses of the Group:
(i). Aide Energy (Cayman) Holding Co., Ltd. Taiwan Branch
| Year | Tax losses for theperiod | Unused tax losses as at | Unused tax losses as at | Expiration year |
|---|---|---|---|---|
31 Dec. 2023 |
31 Dec. 2022 | |||
| 2012 2013 2014 2015 2016 2017 2022 |
42,967 15,965 30,253 25,606 680 4,705 1,037 |
$− 15,965 30,253 25,606 680 4,705 1,037 |
$42,967 15,965 30,253 25,606 680 4,705 − |
2022 2023 2024 2025 2026 2027 2032 |
| $78,246 | $120,176 |
~75~
(ii).Jiangsu Aide Solar Energy Technology Co., Ltd.
| Year | Tax losses for the period(in RMB$) |
Unused tax losses as at | Unused tax losses as at | Expirationyear |
|---|---|---|---|---|
| 31 Dec. 2023 | 31 Dec. 2022 |
|||
| 2018 2019 2020 2021 2022 |
20,249 165,678 797 12,827 3,039 |
$87,616 716,887 3,450 55,504 13,151 |
$89,256 730,307 3,514 56,543 − |
2023 2024 2025 2026 2027 |
| $876,608 | $879,620 |
- F. Unrecognized deferred tax assets
As of 31 December 2023 and 2022, deferred tax assets that have not been recognized amounted to $349,159 thousand and $205,928 thousand, respectively.
G. The assessment of income tax returns
As of 31 December 2023, the assessment of the income tax returns of the Company and its subsidiaries is as follows:
| subsidiaries is as follows: | |
|---|---|
| The assessment of income tax returns | |
| The Company | Assessed and approved up to 2019 |
| Pynmax Technology Co., Ltd. | Assessed and approved up to 2021 |
| Aide Energy (Cayman) Holding Co., Ltd. Taiwan Branch | Assessed and approved up to 2021 |
| Champion Microelectronic Corp. | Assessed and approved up to 2021 |
- (26) Earnings per share
Basic earnings per share amounts are calculated by dividing net profit for the year attributable to ordinary equity holders of the parent entity by the weighted average number of ordinary shares outstanding during the year.
Diluted earnings per share amounts are calculated by dividing the net profit attributable to ordinary equity holders of the parent entity (after adjusting for interest on the convertible preference shares) by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares.
| A. Basic earnings per share Profit attributable to ordinary equity holders of the Company (in thousand NT$) Weighted average number of ordinary shares outstanding for basic earnings per share (in thousand) Basic earnings per share (NT$) |
For theyears ended 31 December | For theyears ended 31 December |
|---|---|---|
| 2023 $820,782 382,115 $2.15 |
2022 | |
| $1,757,631 | ||
| 382,115 | ||
| $4.60 |
~76~
For the years ended 31 December
| B.Diluted earnings per share Profit attributable to ordinary equity holders of the Company and effect of potential common shares (in thousand NT$) Weighted average number of ordinary shares outstanding for basic earnings per share (in thousand) Effect of dilution Employee compensation -stock (in thousands)Weighted average number of ordinary shares outstanding after dilution (in thousand) Diluted earnings per share (NT$) |
2023 $820,782 382,115 1,316 383,431 $2.14 |
2022 |
|---|---|---|
| $1,757,631 | ||
| 382,115 2,737 |
||
| 384,852 | ||
| $4.57 |
There have been no other transactions involving ordinary shares or potential ordinary shares between the reporting date and the date of completion of the financial statements authorized for issue.
- (27) Business combinations
Acquisition of PANSTAR SEMICONDUCTOR CO., LTD.
Panstar Semiconductor Co., Ltd.'s main business is IC design and development. The Group acquired Panstar Semiconductor for reasons of resource integration and strategic cooperation.
The Group has elected to measure the non−controlling interest in Panstar Semiconductor Co., Ltd. at the relative share of the recognized amount of identifiable net assets.
The fair values of the identifiable assets and liabilities of Panstar Semiconductor Co., Ltd. at the acquisition date were as follows:
| te were as follows: | |
|---|---|
| Assets Liabilities Equity Percentage of ownership Subtotal Goodwill Purchase consideration |
Fair value recognized on the acquisition date |
| $13,789 (3,051) |
|
| 10,738 50% |
|
| 5,369 4,631 |
|
| $10,000 |
~77~
The goodwill of $4,631 thousand comprises the value of expected synergies arising from the acquisition and a customer list, which is not separately recognized. Due to the contractual terms imposed on acquisition, the customer list is not separable and therefore does not meet the criteria for recognition as an intangible asset under IAS 38 Intangible Assets. The goodwill recognized is expected to be fully deductible for income tax purposes.
Acquisition of Champion Microelectronic Corp.
CMC is a power management IC supplier. Its products include power IC, power modules, field effect transistors, and fast recovery diodes. The Group acquired CMC based on expansion of product portfolio, resource integration, and other strategic alliance reasons.
The Group has elected to measure the non-controlling interest in the acquiree at the related shares of the recognized amount of identifiable assets.
The fair value of the identifiable assets and liabilities of Champion Microelectronic Corp. as at the date of acquisition were
| uisition were | |
|---|---|
| Assets Liabilities Equity Percentage of ownership Subtotal Goodwill Patents Purchase consideration Cash flow on acquisition Net cash acquired with the subsidiary Cash paid Net cash flow on acquisition |
Fair value recognized on the acquisition date |
| $2,264,896 (597,239) |
|
| 1,667,657 30% |
|
| 500,297 1,385,480 61,927 |
|
| $1,947,704 | |
| $950,130 (1,947,704) |
|
| ($997,574) |
The goodwill of $1,385,480 thousand comprises the value of expected synergies arising from the acquisition and a customer list, which is not separately recognized. Due to the contractual terms imposed on acquisition, the customer list is not separable and therefore does not meet the criteria for recognition as an intangible asset under IAS 38 Intangible Assets. The goodwill recognized is expected to be fully deductible for income tax purposes.
~78~
For the period from the acquisition of control of Champion Microelectronic to December 31, 2022, the Company generated revenues of NT$227,627 thousand and net income of NT$11,266 thousand before income tax for the Group. Had the merger occurred at the beginning of 2022, the Group's revenue for the year ended 31 December 2022 would have been NT$13,542,452 thousand and net income before tax would have been NT$2,204,457 thousand.
7. Related party transactions
The following is a summary of transactions between the Group and related parties during the reporting periods:
Names and relationship of related parties
| Name of relatedparties ZIBO MICRO COMMERCIAL COMPONENT CORP. MILDEX OPTICAL INC. MILDEX OPTOELECTRONICS(XUZHOU) CO., LTD. MILDEX OPTICAL USA, INC. Fang Minqing and other 18 people |
Relationshipwith the Group |
|---|---|
| Associated Enterprises Associated Enterprises Associated Enterprises Associated Enterprises The management level above Deputy general manager of the Group |
(1) Sales
| 1) Sales | ||
|---|---|---|
| Zibo Micro Commercial Component Corp. Others Total |
For theyears ended 31 December | |
| 2023 | 2022 | |
| $168,280 62 |
$305,984 14 |
|
| $168,342 | $305,998 |
The sales price to the related parties was determined through mutual agreement in reference to market conditions. The collection periods to related parties were month-end 90 days, and nonrelated parties were month-end 30~120 days. The outstanding payment at the end of the year were not pledged, interest-free and subject to pay in cash.
(2) Purchase
| Purchase | ||
|---|---|---|
Zibo Micro Commercial Component Corp. |
For theyears ended 31 December | |
| 2023 | 2022 | |
| $288,048 | $534,780 |
The purchase price from the related parties was determined through mutual agreement in reference to market conditions. The payment periods to related parties were the same with other company, and were 30~90 days.
~79~
| (3) Trade receivable − related parties Zibo Micro Commercial Component Corp. Others Total (4) Other receivable − related parties (not loans) MILDEX OPTICAL USA, INC. MILDEX OPTICAL INC. Total (5) Trade Payable − Related Parties Zibo Micro Commercial Component Corp. (6) Other payables − related parties (not loans) MILDEX OPTOELECTRONICS(XUZHOU) CO., LTD. Others Total (7) Lease liabilities − related parties MILDEX OPTOELECTRONICS(XUZHOU) CO., LTD. (8) Rental income MILDEX OPTICAL USA, INC. |
2023.12.31 | 2022.12.31 |
|---|---|---|
| $39,567 22 |
$56,700 − |
|
| $39,589 | $56,700 |
|
| 2023.12.31 | 2022.12.31 | |
| $2,760 − |
$2,299 1,053 |
|
| $2,760 | $3,352 |
|
| 2023.12.31 | 2022.12.31 | |
| $54,277 | $59,068 |
|
| 2023.12.31 | 2022.12.31 | |
$37,161 29 |
$37,856 47 |
|
| $37,190 | $37,903 |
|
| 2023.12.31 | 2022.12.31 | |
$177,559 |
$200,121 |
|
| FY 2023 | FY 2022 | |
| $1,816 | $1,548 |
The rental price to the related parties was determined through mutual agreements in reference to market conditions.
- (9) Disposal of property, plant and equipment:
FY 2023: None.
FY 2022:
| FY 2022: | ||||
|---|---|---|---|---|
Zibo Micro Commercial Components Corp. |
Asset Name | Salesprice | Book value |
Gain(Losses) |
| Machinery | $18 |
$14 |
$4 |
~80~
(10) Key management personnel compensation
| Key management personnel compensation | ||
|---|---|---|
Short-term employee benefits Post-employment benefits Total |
For theyears ended 31 December | |
| 2023 | 2022 | |
| $118,169 816 |
$142,191 712 |
|
| $118,985 | $142,903 |
As at 31 December 2023 and 2022, certain key management personnel were joint guarantors for the Group’s borrowings from financial institutions.
8. Assets pledged as security
The following table lists assets of the Group pledged as security:
| Items | Carryingamount | Carryingamount | Secured liabilities details |
|---|---|---|---|
| 2023.12.31 | 2022.12.31 | ||
| Other current assets Other non−current assets Refundable deposits Total |
$43,825 1,098 425 |
$24,184 1,024 834 |
Financial products trade Long-term borrowings, performance guarantee Performance guarantee |
| $45,348 | $26,042 |
9. Significant contingencies and unrecognized contractual commitments
As at 31 December 2023 and 2022, the Group guaranteed the deposit for customs in the amount of NT$12,565 thousand and NT$12,560 thousand, respectively.
10. Losses due to major disasters
None.
11. Significant subsequent events
None.
~81~
12. Others
(1) Categories of financial instruments
| Financial assets Financial assets at fair value through profit or loss: Mandatorily measured at Fair value through profit or loss Financial assets at fair value through other comprehensive income Financial assets measured at amortized cost Total Financial liabilities Financial liabilities at amortized cost: Short-term borrowings Trade and other payables Long-term borrowings (including current portion) Lease liabilities Total |
31 Dec. 2023 $3,387,782 493,248 7,980,384 $11,861,414 31 Dec. 2023 $2,689,193 3,538,857 6,849,653 332,515 $13,410,218 |
31 Dec. 2022 |
|---|---|---|
$3,031,465 521,889 7,776,583 |
||
| $11,329,937 | ||
| 31 Dec. 2022 | ||
$2,769,949 3,946,538 6,512,616 374,376 |
||
| $13,603,479 |
- (2) Financial risk management objectives and policies
The Group’s principal financial risk management objective is to manage the market risk, credit risk and liquidity risk related to its operating activates. The Group identifies measures and manages the aforementioned risks based on the Group’s policy and risk appetite.
The Group has established appropriate policies, procedures and internal controls for financial risk management. Before entering into significant transactions, due approval process by the Board of Directors and Audit Committee must be carried out based on related protocols and internal control procedures. The Group complies with its financial risk management policies at all times.
(3) Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of the changes in market prices. Market prices comprise currency risk, interest rate risk and other price risk (such as equity risk).
~82~
In practice, it is rarely the case that a single risk variable will change independently from other risk variable, there is usually interdependencies between risk variables. However, the sensitivity analysis disclosed below does not take into account the interdependencies between risk variables.
Foreign currency risk
The Group’s exposure to the risk of changes in foreign exchange rates relates primarily to the Group’s operating activities (when revenue or expense are denominated in a different currency from the Group’s functional currency) and the Group’s net investments in foreign subsidiaries.
The Group has certain foreign currency receivables to be denominated in the same foreign currency with certain foreign currency payables, therefore natural hedge is received. The Group also uses forward contracts to hedge the foreign currency risk on certain items denominated in foreign currencies. Hedge accounting is not applied as they did not qualify for hedge accounting criteria. Furthermore, as net investments in foreign subsidiaries are for strategic purposes, they are not hedged by the Group.
The foreign currency sensitivity analysis of the possible change in foreign exchange rates on the Group’s profit is performed on significant monetary items denominated in foreign currencies as at the end of the reporting period. The Group’s foreign currency risk is mainly related to the volatility in the exchange rates for USD, EUR, CNY, and JPY.
Interest rate risk
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group’s exposure to the risk of changes in market interest rates relates primarily to the Group’s debt instrument investments at variable interest rates, bank borrowings with fixed interest rates and variable interest rates.
The interest rate sensitivity analysis is performed on items exposed to interest rate risk as at the end of the reporting period, including investments and borrowings with variable interest rates and interest rate swaps.
Equity Price Risk
The Group’s listed and unlisted equity securities are susceptible to market price risk arising from uncertainties about future values of the investment securities. The Group’s listed and unlisted equity securities are classified under financial assets measured at fair value through profit or loss and financial assets measured at fair value through other comprehensive income, while conversion rights of the Euroconvertible bonds issued are classified as financial liabilities at fair value through profit or loss as it does not satisfy the definition of an equity component. The Group manages the equity price risk through diversification and placing limits on individual and total equity instruments. Reports on the equity portfolio are submitted to the Group’s senior management on a regular basis. The Group’s Board of Directors reviews and approves all equity investment decisions.
~83~
The sensitivity analysis of the changes in the risk of exposure:
For the year ended 31 December 2023
| Risk | Change | Profit (thousand) |
Equity attribute (thousand) |
|---|---|---|---|
| Foreign currency Interest Rate Equity Price |
NTD/USD exchange rate +/− 1% NTD/EUR exchange rate +/− 1% NTD/CNY exchange rate +/− 1 % NTD/JPY exchange rate +/− 1 % NTD market interest rate +/− 100 basis points Equity price +/−10% |
+/-$18,093-/+$489+/-$162+/-$88-/+$64,826+/-$338,216 |
$− $− $− $− $− $49,465 |
For the year ended 31 December 2022
| Risk | Change | Profit (thousand) |
Equity attribute (thousand) |
|---|---|---|---|
| Foreign currency Interest Rate Equity Price |
NTD/USD exchange rate +/− 1% NTD/EUR exchange rate +/− 1% NTD/CNY exchange rate +/− 1 % NTD market interest rate +/− 100 basis points Equity price +/−10% |
+/-$13,666-/+$2,382+/-$1,270-/+$62,840+/-$303,051 |
$− $− $− $− $52,285 |
(4) Credit risk management
Credit risk is the risk that a counterparty will not meet its obligations under a contract, leading to a financial loss. The Group is exposed to credit risk from operating activities (primarily for trade receivables and notes receivables) and from its financing activities, including bank deposits and other financial instruments.
Credit risk is managed by each business unit subject to the Group’s established policy, procedures and control relating to credit risk management. Credit limits are established for all counter parties based on their financial position, rating from credit rating agencies, historical experience, prevailing economic condition and the Group’s internal rating criteria etc. Certain counter parties credit risk will also be managed by taking credit enhancing procedures, such as requesting for prepayment or insurance.
As of 31 December 2023 and 2022, trade receivables from top ten customers represent 17% and 14% of the total trade receivables of the Group, respectively. The credit concentration risk of other trade receivables is insignificant.
Credit risk from balances with banks, fixed income securities and other financial instruments is managed by the Group’s treasury in accordance with the Group’s policy. The Group only transacts with counterparties approved by the internal control procedures, which are banks and financial institutions, companies and government entities with good credit rating and with no significant default risk. Consequently, there is no significant credit risk for these counter parties.
~84~
(5) Liquidity risk management
The Group’s objective is to maintain a balance between continuity of funding and flexibility through the use of cash and cash equivalents, highly liquid equity investments, bank borrowings and finance leases. The table below summarizes the maturity profile of the Group’s financial liabilities based on the contractual undiscounted payments and contractual maturity. The payment amount includes the contractual interest. The undiscounted payment relating to borrowings with variable interest rates is extrapolated based on the estimated interest rate yield curve as at the end of the reporting period.
Non-derivative financial liabilities
| As at 31 December 2023 Loans Trade and other payables Lease liabilities As at 31 December 2022 Loans Trade and other payables Lease liabilities Derivative financial liabilities |
< 1year | 2 to3 years | 4 to5 years | >5 years |
Total |
|---|---|---|---|---|---|
| $3,234,720 $3,538,857 $62,713 $3,308,611 $3,946,538 $65,651 < 1year |
$4,764,414 $− $102,779 $271,007 $− $108,789 2 to3 years |
$1,648,118 $− $91,677 $5,877,837 $− $91,338 4 to5 years |
$− $− $122,698 $− $− $168,317 >5 years |
$9,647,252 $3,538,857 $379,867 $9,457,455 $3,946,538 $434,095 Total |
|
| As at 31 December 2023 Forward foreign exchange contracts-Inflows Forward foreign exchange contracts-Outflows Exchange rate swap contract -Inflows Exchange rate swap contract -Outflows |
|||||
| $74,101 ($72,771) $273,099 ($270,204) |
$− $− $− $− |
$− $− $− $− |
$− $− $− $− |
$74,101 ($72,771) $273,099 ($270,204) |
As at 31 December 2022: None.
The table above contains the undiscounted cash flows of derivative financial liabilities.
(6) Reconciliation of liabilities arising from financing activities
Reconciliation of liabilities for the year ended 31 December 2023:
| As at 1 Jan. 2023 Cash flows Non-cash changes Foreign exchange movement As at 31 Dec. 2023 |
Short-term borrowings |
Long-term borrowings |
Leases liabilities |
Total liabilities from financing activities |
|---|---|---|---|---|
| $2,769,949 (71,369) − (9,387) |
$6,512,616 333,059 4,016 (38) |
$374,376 (72,726) 31,998 (1,133) |
$9,656,941 188,964 36,014 (10,558) |
|
| $2,689,193 | $6,849,653 | $332,515 | $9,871,361 |
~85~
Reconciliation of liabilities for the year ended 31 December 2022:
| As at 1 Jan. 2022 Cash flows Non-cash changes Foreign exchange movement As at 31 Dec. 2022 |
Short-term borrowings |
Long-term borrowings |
Leases liabilities |
Total liabilities from financing activities |
|---|---|---|---|---|
| $3,219,218 (452,310) − 3,041 |
$4,584,252 1,884,954 (8,426) 51,836 |
$403,903 (67,375) 26,633 11,215 |
$8,207,373 1,365,269 18,207 66,092 |
|
| $2,769,949 | $6,512,616 | $374,376 | $9,656,941 |
-
(7) Fair value of financial instruments
-
(A) The methods and assumptions applied in determining the fair value of financial instruments:
The fair value of the financial assets and liabilities is determined at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following methods and assumptions were used to estimate the fair values:
-
a. The carrying amount of cash and cash equivalents, financial assets measured at amortized cost, trade receivables, trade payable and other current liabilities approximate their fair value due to their short maturities.
-
b. For financial assets and liabilities traded in an active market with standard terms and conditions, their fair value is determined based on market quotation price (including listed equity securities, beneficiary certificates, bonds and futures, etc.) at the reporting date.
-
c. Fair value of equity instruments without market quotations (including private placement of listed equity securities, unquoted public company and private company equity securities) are estimated using the market method valuation techniques based on parameters such as prices based on market transactions of equity instruments of identical or comparable entities and other relevant information (for example, inputs such as discount for lack of marketability, P/E ratio of similar entities and Price-Book ratio of similar entities).
-
d. Fair value of debt instruments without market quotations, bank loans, bonds payable and other non-current liabilities are determined based on the counterparty prices or valuation method. The valuation method uses DCF method as a basis, and the assumptions such as the interest rate and discount rate are primarily based on relevant information of similar instrument (such as yield curves published by the Taipei Exchange, average prices for Fixed Rate Commercial Paper published by Reuters and credit risk, etc.)
~86~
-
e. The fair value of derivatives which are not options and without market quotations, is determined based on the counterparty prices or discounted cash flow analysis using interest rate yield curve for the contract period. Fair value of option-based derivative financial instruments is obtained using on the counterparty prices or appropriate option pricing model (for example, BlackScholes model) or other valuation method (for example, Monte Carlo Simulation).
-
(B) Fair value of financial instruments measured at amortized cost
The carrying amount of the Group’s financial assets and liabilities measured at amortized cost approximate their fair value.
- (C) Information about the fair value level of financial instruments
Please refer to Note 12.(9) for fair value measurement hierarchy for financial instruments of the Group.
- (8) Derivative financial instruments
The related information for the Group’s derivative financial instruments not qualified for hedge accounting and not yet settled as of 31 December 2023 and 2022 is as follows:
Forward currency contracts
The Group entered into forward currency contracts to manage its exposure to financial risk, but these contracts are not designated as hedging instruments.
Exchange rate swap contract
The Group entered into exchange rate swap contract to manage its exposure to financial risk, but these contracts are not designated as hedging instruments.
The paragraphs below lists the information related to forward currency contracts and exchange rate swap contract:
| As at 31 Dec. 2023: The Company The Company As at 31 Dec. 2022: None. |
Items (bycontract) Forward exchange contract Exchange rate swap contract |
Notional Amount (thousand) Sell USD 2,370 Sell USD 8,800 |
Contract Period |
|---|---|---|---|
| 2024.01.03–2024.01.08 2024.01.12 |
~87~
The counterparties of aforementioned derivatives are well-known banks at domestic and abroad, with good credit, so the credit risk is low.
With regard to the forward foreign exchange contracts, as they have been entered into to hedge the foreign currency risk of net assets or net liabilities, and there will be corresponding cash inflow or outflows upon maturity and the Group has sufficient operating funds, the cash flow risk is insignificant.
(9) Fair value measurement hierarchy
- (A) Fair value measurement hierarchy
All asset and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, based on the lowest level input that is significant to the fair value measurement as a whole. Level 1, 2 and 3 inputs are described as follows:
-
Level 1 – Quoted (unadjusted) market prices in active markets for identical assets or liabilities that the entity can access at the measurement date.
-
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.
For assets and liabilities that are recognized in the financial statements on a recurring basis, the Group determines whether transfers have occurred between Levels in the hierarchy by re-assessing categorization at the end of each reporting period.
(B) Fair value measurement hierarchy of the Group’s assets and liabilities
The Group does not have assets that are measured at fair value on a non-recurring basis. Fair value measurement hierarchy of the Group’s assets and liabilities measured at fair value on a recurring basis is as follows:
| As at 31 December 2023: Financial assets: Financial assets at fair value through profit or loss Funds Notes and bills Stocks Convertible Bond Forward foreign exchange contracts Exchange rate swap contract Financial assets at fair value through other comprehensive income Equity instrument measured at fair value through other comprehensive income |
Level 1 | Level 2 | Level 3 | Total |
|---|---|---|---|---|
$− $− $716 $− $− $− $155,411 |
$2,021,951 $1,341,809 $− $− $1,330 $2,895 $− |
$− $− $684 $18,397 $− $− $337,837 |
$2,021,951 $1,341,809 $1,400 $18,397 $1,330 $2,895 $493,248 |
~88~
As at 31 December 2022:
| As at 31 December 2022: | ||||
|---|---|---|---|---|
| Financial assets: Financial assets at fair value through profit or loss Funds Notes and bills Stocks Convertible Bond Financial assets at fair value through other comprehensive income Equity instrument measured at fair value through other comprehensive income |
Level 1 | Level 2 | Level 3 | Total |
$− $− $− $− $157,684 |
$2,550,358 $460,650 $− $− $− |
$− $− $957 $19,500 $364,205 |
$2,550,358 $460,650 $957 $19,500 $521,889 |
Transfers between Level 1 and Level 2 during the period
During the years ended 31 December 2023 and 2022, there were no transfers between Level 1 and Level 2 fair value measurements.
Changes in recurring fair value at level 3
Reconciliation for fair value measurements in Level 3 of the fair value hierarchy for movements during the period is as follows:
| 2023.01.01 Total recognized gains (loss) of the current period Recognized in gain or loss (presented in “Other gain or loss”) Acquisition for the period Disposal in current period Capital reduction during the period Influence of exchange rate change 2023.12.31 |
Financial assets measured at fair value throughprofit or loss |
Financial assets measured at fair value throughprofit or loss |
Financial assets measured at fair value throughprofit or loss |
Measured at fair value through other comprehensive income |
|---|---|---|---|---|
| Stock | Structured deposits |
Convertible bonds |
Stock | |
| $957 − − − (273) − |
$− − 283,040 (280,158) − (2,882) |
$19,500 3,993 7,474 (12,570) − − |
$364,205 − − (21,139) (5,229) − |
|
| $684 | $− | $18,397 |
$337,837 |
~89~
| 2022.01.01 Total recognized gains (loss) of the current period Recognized in gain or loss (presented in “Other gain or loss”) Recognized in other comprehensive income (Presented under “Unrealized valuation gain or loss on investments in equity instruments at fair value through other comprehensive income”) Acquisition for the period Disposal in current period Transfer to Level 3 The effects of changes in the consolidated and parent company only financial statements Influence of exchange rate change 2022.12.31 |
Financial assets measured at fair value throughprofit or loss |
Financial assets measured at fair value throughprofit or loss |
Financial assets measured at fair value throughprofit or loss |
Measured at fair value through other comprehensive income |
|---|---|---|---|---|
| Stock | Structured deposits |
Convertible bonds |
Stock | |
| $− − − − − − 957 − |
$− − − 1,592,731 (1,601,177) − − 8,446 |
$− − − 19,500 − − − − |
$271,858 − (11,153) − (29,900) 2,647 127,837 2,916 |
|
| $957 | $− | $19,500 |
$364,205 |
Significant unobservable input value information for Level 3 of the fair value hierarchy
For the Group's assets measured in Level 3 at fair value hierarchy for recurring fair value measurement, its significant unobservable inputs used in measuring the fair value are presented in the table below:
~90~
December 31, 2023:
| December 31, 2023: | , 2023: | ||||
|---|---|---|---|---|---|
| Evaluation techniques Significant unobservable input value Quantitative Information Financial assets at fair value Financial assets at fair value through profit or loss Stock Net asset value method Not applicable − Financial products- structured deposit Net asset value method Not applicable − Convertible bonds Option Pricing model Not applicable − Financial assets at fair value through other comprehensive income Stock Market approach Lack of liquidity discount 4.09%~ 32.28% Stock Income approach Discount rate 18.12% |
Evaluation techniques |
Significant unobservable input value |
Quantitative Information |
Interrelationship between inputs and fair value |
Sensitivity analysis of interrelationship between inputs and fair value |
| Not applicable Not applicable Not applicable The higher the illiquidity, the lower the fair value estimate. The higher the discount rate, the lower the estimate of fair value |
Not applicable Not applicable Not applicable The Group's equity will decrease/increase by NT$6,831 thousand if the percentage of illiquidity increases (decreases) by 1%. When the discount rate increases/decreases by 1%, the profit or loss of the Group will increase by NT$9,958 thousand/decrease by NT$8,697 thousand. |
~91~
December 31, 2022:
| Assets measured at fair value Financial assets measured at fair value through profit or loss Stock Wealth Management Products − Structured Deposits Convertible bonds Financial assets measured at fair value through other comprehensive income Stock Stock |
Evaluation techniques |
Significant unobservable input value |
Quantitative Information |
Interrelationship between inputs and fair value |
Sensitivity analysis of interrelationship between inputs and fair value Not applicable Not applicable Not applicable The Group's equity will decrease/increase by NT$6,907 thousand if the percentage of illiquidity increases (decreases) by 1%. When the discount rate increases/decreases by 1%, the profit or loss of the Group will increase by NT$10,576 thousand/decrease by NT$9,691 thousand. |
|---|---|---|---|---|---|
Net asset value method Net asset value method Option Pricing model Market approach Income approach |
Not applicable Not applicable Not applicable Lack of liquidity discount Discount rate |
− − − 5.43%~ 32.28% 13.45% |
Not applicable Not applicable Not applicable The higher the illiquidity, the lower the fair value estimate. The higher the discount rate, the lower the estimate of fair value |
- (10) Significant assets and liabilities denominated in foreign currencies
Information regarding the significant assets and liabilities denominated in foreign currencies is listed below:
~92~
| Financial assets Monetary items: USD EUR RMB JPY Financial liabilities Monetary items: USD EUR RMB JPY Financial assets Monetary items: USD EUR RMB Financial liabilities Monetary items: USD EUR RMB |
31 December 2023 | 31 December 2023 | |
|---|---|---|---|
| Foreign currency (thousand) |
Foreign exchange rate |
NTD (thousand) |
|
| $90,443 30.7050 $3,326 33.9800 $3,735 4.3270 $48,616 0.2172 $32,332 30.7050 $4,766 33.9800 $− 4.3270 $8,453 0.2172 31 December 2022 |
$2,777,060 $113,016 $16,161 $10,559 $992,754 $161,937 $− $1,836 |
||
| Foreign currency (thousand) |
Foreign exchange rate |
NTD (thousand) |
|
| $82,130 $4,169 $29,963 $37,631 $11,449 $1,159 |
30.7100 32.7200 4.4080 30.7100 32.7200 4.4080 |
$2,522,204 $136,397 $132,076 $1,155,645 $374,619 $5,110 |
The above information is disclosed based on the carrying amount of foreign currency (after conversion to functional currency).
The Group’s functional currency are various, and hence is not able to disclose the information of exchange gains and losses by each significant assets and liabilities denominated in foreign currencies. The exchange (losses) gains of monetary financial assets and liabilities was ($14,026) thousand and $160,010 thousand for the years ended 31 December 2023 and 2022, respectively.
~93~
(11) Capital management
The primary objective of the Group’s capital management is to ensure that it maintains a strong credit rating and healthy capital ratios in order to support its business and maximize shareholder value. The Group manages its capital structure and makes adjustments to it, in light of changes in economic conditions. To maintain or adjust the capital structure, the Group may adjust dividend payment to shareholders, return capital to shareholders or issue new shares.
13. Other disclosures
-
(1) Information about Significant Transitions
-
a. Financing provided to others: Please refer to Attachment 1.
-
b. Endorsement/Guarantee for others: Please refer to Attachment 2.
-
c. Securities held at the end of the period (excluding subsidiaries, associates, and joint ventures): Please refer to Attachment 3.
-
d. Individual securities acquired or disposed of with accumulated amount exceeding the lower of NT$300 million or 20 percent of the capital stock: None.
-
e. Acquisition of individual real estate with amount exceeding the lower of NT$300 million or 20 percent of the capital stock: None.
-
f. Disposal of individual real estate with amount exceeding the lower of NT$300 million or 20 percent of the capital stock: None.
-
g. Related party transactions for purchases and sales amounts exceeding the lower of NT$100 million or 20 percent of the capital stock: Please refer to Attachment 4.
-
h. Receivables from related parties with amounts exceeding the lower of NT$100 million or 20 percent of capital stock: Please refer to Attachment 5.
-
i. Financial instruments and derivative transactions: Please refer to Note 12(8).
-
j. Business relationships and significant transactions and amount between parent company and subsidiaries and among subsidiaries: Please refer to Attachment 8.
(2)Information of investees :
If the issuer directly or indirectly exercises significant influence or control over, or has a joint venture interest in, an investee company not in the Mainland Area, it shall disclose information on the investee company, showing the name, location, principal business activities, original investment amount, shareholding at the end of the period, profit or loss for the period, and recognized investment gain or loss: Please refer to Attachment 6.
-
(3) Information on investment in Mainland China:
-
a. Information on investment in Mainland China: Please refer to Attachment 7.
~94~
-
b. Directly or indirectly significant transactions through third regions with the investees in Mainland China, including price, payment terms, unrealized gain or loss:
-
i. The amount and percentage of purchases and the balance and percentage of the related payables at the end of the period: Please refer to Attachment 4.
-
ii. The amount and percentage of sales and the balance and percentage of the related receivables at the end of the period: Please refer to Attachment 4~5.
-
iii. The amount of property transactions and the amount of the resultant gains or losses: None.
-
iv. The balance of negotiable instrument endorsements or guarantees or pledges of collateral at the end of the period and the purposes:None.
-
v. The highest balance, the end of period balance, the interest rate range, and total current period interest with respect to financing of funds: Please refer to Attachment 1.
-
vi. Other transactions that have a material effect on the profit or loss for the period or on the financial position: None.
-
-
(4) Information on major shareholders: Please refer to Attachment 9.
14. Segment Information
-
(1) For management purposes, the Group is consisted of business units on the basis of product characteristics and services, and has four reportable operating segments as follows:
-
a. Diodes: Manufacture and sale the wafers, power components and control module.
-
b. Power IC and components: research and development, design and manufacture and technology consultation of power IC, field effect transistors and fast recovery diodes.
-
c. Solar: Sales of electricity.
-
d. Others: Lithium battery management system designed and manufactured.
No operating segments have been aggregated to form the above reportable operating segments.
Management monitors the operating results of its business units separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on operating profit or loss and is measured on the same basis with those in the consolidated financial statements. However financial cost, financial income and income taxes are managed on a group basis and are not allocated to operating segments.
Transfer prices between operating segment are on an arm’s length basis in a manner similar to transactions with third parties.
| Revenue External customers Inter-segment Total revenue Segment profit |
For theyears ended 31 December 2023 | For theyears ended 31 December 2023 | For theyears ended 31 December 2023 | For theyears ended 31 December 2023 | ||
|---|---|---|---|---|---|---|
| Diodes | Power IC and components |
Solar |
Others | Adjustment | Total | |
| $11,432,853 588 |
$1,071,885 2,005 |
$202,581 − |
$− − |
$− (2,593) |
$12,707,319 − |
|
| $11,433,441 | $1,073,890 |
$202,581 |
$− |
($2,593) |
$12,707,319 | |
| $508,450 | $277,558 |
$47,726 |
$− | $331,362 |
$1,165,096 |
~95~
-
(a) Inter-segment revenues were eliminated on consolidation.
-
(b) The profit for each operating segment did not include non-operating income and expenses in the amount of $331,362 thousand and income tax expense in the amount of $152,145 thousand. Segment profit included inter-segment sales of $0 thousand and non-operating income and expenses of $331,362 thousand.
| Revenue External customers Inter-segment Total revenue Segment profit |
Diodes $12,811,874 − $12,811,874 $1,604,889 |
For theyears ended 31 December 2022 | For theyears ended 31 December 2022 | For theyears ended 31 December 2022 | For theyears ended 31 December 2022 | |
|---|---|---|---|---|---|---|
| Power IC and components |
Solar |
Others | Adjustment | Total | ||
$227,627 − |
$188,287 − |
$59 − |
$− − |
$13,227,847 − |
||
$227,627 |
$188,287 |
$59 |
$− |
$13,227,847 | ||
($9,433) |
$44,089 | ($8,472) | $460,269 | $2,091,342 |
-
(a) Inter-segment revenues were eliminated on consolidation.
-
(b) The profit for each operating segment did not include non-operating income and expenses in the amount of $460,269 thousand and income tax expense in the amount of $333,438 thousand. Segment profit included inter-segment sales of $0 thousand and non-operating income and expenses of $460,269 thousand.
The following table lists the information related to the assets and liabilities of the Group’s operating segments as of December 31, 2023, and 2022
Assets by Operating Segments
| 2023.12.31 Assets 2022.12.31 Assets Liabilities by 2023.12.31 Liabilities 2022.12.31 Liabilities |
Diodes Power IC and components $16,307,133 $696,752 $16,426,178 $673,084 Operating Segmen Diodes Power IC and components $11,690,186 $86,473 $11,501,440 $38,572 |
Diodes | Power IC and components |
Solar |
Others | Adjustment | Total |
|
|---|---|---|---|---|---|---|---|---|
| $16,307,133 | $696,752 | $1,119,996 | $− | $10,558,854 | $28,682,735 | |||
| $16,426,178 | $673,084 |
$1,170,538 |
$− | $10,897,046 | $29,166,846 |
|||
Solar |
Others | Adjustment | Total $14,048,196 $14,257,611 |
|||||
| $11,690,186 | $86,473 |
$136,540 | $− | $2,134,997 | ||||
| $11,501,440 | $38,572 |
$199,583 |
$− | $2,518,016 |
~96~
(2) Geographic area information
- A. Revenue from external customers: (Summarized by country)
| Country | For theyears ended31 December | For theyears ended31 December |
|---|---|---|
| 2023 | 2022 | |
| Taiwan China (including Hong Kong) Korea U.S.A. Japan Germany Italy Others Total |
$1,383,519 8,048,946 683,777 201,215 57,834 496,897 220,957 1,614,174 |
$1,000,231 8,879,409 573,941 263,050 127,255 589,437 210,173 1,584,351 |
| $12,707,319 | $13,227,847 |
- B. Non−current assets:
| Area | 31 Dec. 2023 $8,572,016 2,712,519 2,686,533 $13,971,068 |
31 Dec. 2022 |
|---|---|---|
| Taiwan China Others Total |
$8,575,511 2,913,403 2,717,484 |
|
| $14,206,398 |
- (3) Important Customer Information
Individual customer accounting for at least 10% of net sales for the years ended 31 December 2023 and 2022: None.
~97~
Notes to the Consolidated Financial Statements of PANJIT International Inc. and Subsidiaries (continued) (Unit: NT$ thousand, unless otherwise indicated) Financing provided to others
Attachment 1
| No. (Note 1) |
Lender | Counter-party | Financial statement account (Note 2) |
Related party |
Maximum balance for the period |
Ending balance (Note 6) |
Actual amount provided |
Interest rate |
Nature of Financing (Note 3) |
Amount of sales to (purchases from) counter-party (Note 4) |
Reason for Financing (Note 5) |
Allowance for Loss |
Collateral | Collateral | Limit of financing amount for individual counter-party |
Limit of total financing amount |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | Value | ||||||||||||||||
| 0 1 1 2 3 |
PANJIT INTERNATIONAL INC. PAN-JIT ASIA INTERNATIONAL INC. PAN-JIT ASIA INTERNATIONAL INC. Suzhou Grande Electronics Co. Ltd. PAN-JIT AMERICAS INC. |
EC SOLAR C1 SRL Jiangsu Aide Solar Technology Co., Ltd. PANJIT INTERNATIONAL INC. Jiangsu Aide Solar Technology Co., Ltd. PAN-JIT ASIA INTERNATIONAL INC. |
Other receivables Other receivables Other receivables Other receivables Other receivables |
Yes Yes Yes Yes Yes |
$366,555 1,812,009 1,158,488 427,620 87,710 |
$203,880 906,743 552,690 404,077 82,904 |
$152,910 906,743 — 404,077 82,904 |
6.00% 0.00% 0.00% 3.00% 4.30% |
Short-term financing Short-term financing Short-term financing Short-term financing Short-term financing |
- - - - - |
Operating turnover Operating turnover Operating turnover Operating turnover Operatingturnover |
- - - - - |
- - - - - |
- - - - - |
$5,299,439 3,683,909 3,683,909 1,167,420 104,151 |
$5,299,439 8,104,600 8,104,600 1,167,420 104,151 |
(Note 7, 11) (Note 8, 11) (Note 8, 11) (Note 9, 11) (Note 10, 11) |
| Total | $2,150,294 | $1,546,634 |
- (Note 1): The numbering rule is as follows:
1. The parent company is coded "0".
-
The subsidiaries are coded consecutively beginning from "1" in the order presented in the table above.
-
(Note 2): Accounts receivable from associates, accounts receivable from related parties, shareholder transactions, advance payments, temporary payments... and other items, if they are in the nature of capital loans, must be filled in this form.
-
(Note 3): The nature of the fund loan should be listed as a business transaction or a short-run financing need.
-
(Note 4): If the nature of the fund loan is a business transaction, the business transaction amount should be filled in. The business transaction amount refers to the amount of business transactions between the Company that lent the fund and the counterparty in the most recent year.
-
(Note 5): If the nature of the fund loan is short-run financing, the counterparty’s reasons and the purpose for the loan should be specified, such as repayment of borrowings, purchase of equipment, business turnover... etc.
-
(Note 6): Pursuant to Article 14 Item 1 of the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies, if a public company submits a capital loan to the Board of Directors for resolutions one by one, although the funds have not yet been allocated, the amount of the board of directors’ resolutions should be included in the balance declared to expose the risk; however, if the funds are subsequently repaid, the balance after repayment shall be disclosed to reflect the adjustment of risk. Pursuant to Article 14 Item 2 of the Regulations, if a public company, through the resolution by the board of directors, authorizes the chairman of the board to allocate loans in installments or revolve them within a certain amount and within a one-year period, the capital loan and quota approved by the board of directors should still be used as the balance declared. Although the funds will be repaid thereafter, it is still possible to allocate the loan again, so the capital loan and quota approved by the board of directors should still be used as the balance declared.
-
(Note 7): For companies or merchants that are in need of short-term financing, the amount of individual loans and the total amount of capital loans to others by the Company shall not exceed 40% of the Company’s net worth.
(1) PANJIT International Inc.: The net worth is NT$13,248,598 thousand.
-
(Note 8): In accordance with the following regulations on the “Capital Loan to Others Operating Procedures” stipulated by each subsidiary of the Company, for companies or merchants that are in need of short-term financing, the amount of individual loans and the total amount of capital loans to others shall not exceed 40% of that company’s net worth. If the subsidiary and the foreign companies in which the Company, directly and indirectly, hold 100% of the voting shares engage in fund lending, it is not subject to the above restrictions. However, the individual loan amount and the total amount of funds loaned to others shall not exceed 50% and 110% of that company’s net worth. Calculate the net worth of the following companies in accordance with the operating procedures:
-
(1) PAN-JIT ASIA INTERNATIONAL INC.: The net worth is USD239,955 thousand, which is converted into NT$7,367,818 thousand.
-
(Note 9): In accordance with the following regulations on the “Capital Loan to Others Operating Procedures” stipulated by each subsidiary of the Company, for companies or merchants that are in need of short-term financing, the amount of individual loans and the total amount of capital loans to others shall not exceed 40% of that company’s net worth. If the subsidiary and the foreign companies in which the directly and indirectly, hold 100% of the voting shares engage in fund lending,It is not subject to the above restrictions, but the individual loan amount and the total amount of funds loaned to others shall not exceed 150% of that company’s net worth. Calculate the net worth of the following companies in accordance with the operating procedures:
-
(1) Suzhou Grande Electronics Co., Ltd.: The net worth is RMB179,866 thousand, which is converted into NT$778,280 thousand.
-
(Note 10): In accordance with the following regulations on the “Capital Loan to Others Operating Procedures” stipulated by each subsidiary of the Company, for companies or merchants that are in need of short-term financing, the amount of individual loans and the total amount of financing loans to others shall not exceed 40% of that company’s net worth. Calculate the net worth of the following companies in accordance with the operating procedures:
-
(1) PAN-JIT AMERICAS INC.: The net worth is USD8,480 thousand, which is converted into NT$260,378 thousand.
-
(Note 11): It had been written off in preparing the consolidated financial report.
~ ~ 98
Notes to the Consolidated Financial Statements of PANJIT International Inc. and Subsidiaries (continued)
(Unit: NT$ thousand, unless otherwise indicated) Endorsement/guarantee for others
Attachment 2
| No. (Note 1) |
Endorsor/Guarantor | Receiving party | Receiving party | Limit of Endorsements/g uarantees for receiving party (Note 3) |
Maximum balance for the period (Note 4) |
Ending balance (Note 5) |
Actual amount provided (Note 6) |
Amount of collateral guarantee/ endorsement |
Percentage of accumulated guarantee amount to net assets value from the latest financial statement |
Limit of total guarantee/ endorsement amount (Note 3) |
Guarantee provided by parent company (Note 7) |
Guarantee provided by a subsidiary (Note 7) |
Guarantee provided to subsidiaries in Mainland China (Note 7) |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Company name | Relationship (Note 2) |
|||||||||||||
| 0 | PANJIT INTERNATIONAL INC. | PAN-JIT ASIA INTERNATIONAL INC. | 2 | $13,248,598 | $2,598,800 | $2,456,400 | $2,456,400 | - | 18.54% | $13,248,598 | Y | N | N | (Note 8) |
-
(Note 1): The numbering rule is as follows:
-
The parent company is coded "0"
-
The subsidiaries are coded consecutively beginning from "1" in the order presented in the table above.
-
(Note 2): The relationship between endorsement guarantor and the subject of endorsement or guarantee is as follows:
-
(1) A company with which the Company has business relationship.
-
(2) A subsidiary in which the Company directly or indirectly holds more than 50% of the voting shares.
-
(3) The investee company whose parent company and subsidiary hold more than 50% of the common stock.
-
(4) For the parent company that directly or indirectly holds more than 90% of its common stock equity through its subsidiaries.
-
(5) Mutually guaranteed companies among counterparts based on the need for undertaking projects.
-
(6) All capital contributing shareholders make endorsements/guarantees for their jointly invested Company in proportion to their shareholding percentages.
-
(7) Companies in the same industry provide among themselves joint and several security for a performance guarantee of a sales contract for pre-construction homes pursuant to the Consumer Protection Act for each other.
(Note 3): Information to be filled out: According to the operating procedures of endorsement and guarantee for others, the Company's limit of endorsement/guarantee for individuals and the maximum amount of endorsement/guarantee. In the remarks column, explain the calculation method of the endorsement/guarantee for individuals and the total amount.
-
(Note 4): Highest amount of outstanding endorsement/guarantee for others in current period.
-
(Note 5): The amount approved by the Board of Directors should be filled. However, if according to Article 12, Paragraph 8 of the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies,the Board of Directors has authorized the chairman, it refers to the amount decided by the chairman.
-
(Note 6): The actual amount spent by the endorsed company within the range of the endorsed guarantee balance.
-
(Note 7): Y is required only for those who are the listed parent company to endorse the subsidiary, those who are the subsidiary to endorse the listed parent company, and those who are located in the mainland area.
-
(Note 8): According to the Company’s “Procedures for Endorsement and Guarantee”, the limit of the endorsement and guarantee for a single enterprise shall not exceed 100% of the Company’s net worth (i.e, NT$13,248,598 thousand); the total amount of endorsement and guarantees for enterprises outside the Group shall not exceed 100% of the Company’s net worth.
~ ~ 99
Notes to the Consolidated Financial Statements of PANJIT International Inc. and Subsidiaries (continued) (Unit: NT$ thousand, unless otherwise indicated) Securities held at the end of the period (excluding subsidiaries, associates, and joint ventures)
| Attachment 3 | Attachment 3 | Attachment 3 | Attachment 3 | Unit: USD, RMB, HKD, EUR thousand | Unit: USD, RMB, HKD, EUR thousand | Unit: USD, RMB, HKD, EUR thousand | Unit: USD, RMB, HKD, EUR thousand | Unit: USD, RMB, HKD, EUR thousand | Unit: USD, RMB, HKD, EUR thousand |
|---|---|---|---|---|---|---|---|---|---|
| Holder | Type and name of securities (Note 1) |
Relationship (Note 2) |
Financial statement account | EndingBalance | Note (Note 4) |
||||
| Units/Shares (thousand shares) |
Currency | Book value (Note 3) |
Percentage of ownership |
Fair value | |||||
| PANJIT INTERNATIONAL INC. Pan Jit Electronics (Wuxi) Co., Ltd. Champion Microelectronic Corp. PAN-JIT ASIA INTERNATIONAL INC. |
Fund Yuanta Japan Leaders Enterprise Fund Taishin Flexible Income Fund Notes and bills VTeam Supply Chain Finance Limited (SCP4) Public shares Jih Lin Technology Co., LTd. OTC stock Advanced Microelectronic Products,Inc. Sentelic Corporation KAISON GREEN ENERGY TECHNOLOGY CO., LTD. WELLAN SYSTEM CO., LTD. TAIDEVELOP INFORMATION CORP. ENERGY MOANA TECHNOLOGY CO., LTD. Neolink Capital Corp. Unlisted stock(Note 5) Siyang Grande Electronics Co., Ltd. Wuxi Danchen Intelligent Technology Co., Ltd. (Formerly Wuxi One-Light-For-All Technology Development Co., Ltd.) OTC stock Feature Integration Technology Inc. HC PHOTONICS CORP. Fund HYPERION CAPITAL MANAGEMENT LTD. Vertex Growth Fund II Siegfried Capital Partners Fund II S.C.Sp. Siegfried Supply Chain Finance Fund S.C.A., SICAV-SIF-Series 1 VTEAM SIEGFRIED SUPPLY CHAIN FINANCE FUND Siegfried GFT Fund SP I (SCP6-SP I) Notes and bills VTeam Supply Chain Finance Limited Wealth management products by financial institution ERSTE GROUP BANK AG RAIFFEISEN BANK INTL Unlisted stock Unlisted stock |
- - - - - - - - - - - - - - - - - - - - - - - - |
Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - current Financial assets measured at fair value through other comprehensive benefits and losses - non-current Financial assets measured at fair value through other comprehensive benefits and losses - non-current Financial assets measured at fair value through other comprehensive benefits and losses - non-current Financial assets measured at fair value through other comprehensive benefits and losses - non-current Financial assets measured at fair value through other comprehensive benefits and losses - non-current Financial assets measured at fair value through other comprehensive benefits and losses - non-current Financial assets measured at fair value through other comprehensive benefits and losses - non-current Financial assets measured at fair value through other comprehensive benefits and losses - non-current Financial assets measured at fair value through other comprehensive benefits and losses - non-current Financial assets measured at fair value through other comprehensive benefits and losses - non-current Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - non-current Financial assets at fair value through profit or loss - non-current Financial assets at fair value through profit or loss - non-current Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - current Financial assets measured at amortized cost - Non-current Financial assets measured at amortized cost - Non-current |
- - - 717 2,888 34 D203(PA) 364 445 334 1,200 1,995 - - 10 109 - - - - - - - - - |
NTD NTD NTD NTD NTD NTD NTD NTD NTD NTD NTD RMB RMB NTD NTD USD USD USD USD USD USD USD USD USD |
$15,075 3,013 92,115 51,616 45,488 3,155 - - - 3,045 16,602 15,962 3 716 684 - 272 2,000 4,972 20,787 9,192 24,000 447 449 |
- - - 0.70% 2.64% 0.11% 0.62% 1.53% 3.71% 2.96% 4.28% 15.00% 10.00% 0.03% 0.54% - - - - - - - - - |
$15,075 3,013 92,115 51,616 45,488 3,155 - - - 3,045 16,602 15,962 3 716 684 - 272 2,000 4,972 20,787 9,192 24,000 447 449 |
- - - - - - - - - - - - - - - - - - - - - - - |
(continued in next page)
~ ~ 100
Notes to the Consolidated Financial Statements of PANJIT International Inc. and Subsidiaries (continued)
(Unit: NT$ thousand, unless otherwise indicated)
Securities held at the end of the period (excluding subsidiaries, associates, and joint ventures)
(continued from previous page)
| (continued from previous page) | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Holder | Type and name of securities (Note 1) |
Relationship (Note 2) |
Financial statement account | EndingBalance | Note (Note 4) |
||||
| Units/Shares (thousand shares) |
Currency | Book value (Note 3) |
Percentage of ownership |
Fair value | |||||
| Pynmax Technology Co., Ltd. JOYSTAR INTERNATIONAL CO., LTD. CONTINENTAL LIMITED Wisdom Mega Corp. AIDE ENERGY (CAYMAN) HOLDING CO., LTD. AIDE ENERGY EUROPE B.V. Jiangsu Aide Solar Technology Co., Ltd. |
Public shares Jih Lin Technology Co., LTd. Unlisted stock HI-VAWT TECHNOLOGY CORP. Fund Taichung Bank Taiwan Quantitative Fund Taishin Health Limited Partnership Alliance Venture Capital Limited Partnership Fund Convertible bonds The fifth domestic unsecured convertible corporate bond of Alltop The fifth domestic unsecured convertible corporate bond of Changhua Siegfried Capital Partners Fund II S.C.Sp. VTeam Siegfried Supply Chain Finance Fund Siegfried Global Trade Finance Fund SPC-SP I VTeam Supply Chain Finance Limited Unlisted stock SiFotonics Technologies Co., Ltd Vteam Siegfried Supply Chain Finance Fund VTeam Supply Chain Finance Limited Siegfried Capital Partners Fund II S.C.Sp. Unlisted stock(Note 5) MOTECH (Suzhou) New Energy Co., Ltd. Fund Fund Notes and bills Fund Notes and bills |
- - - - - Associates - - - - - - - - - - |
Financial assets measured at fair value through other comprehensive benefits and losses - non-current Financial assets measured at fair value through other comprehensive benefits and losses - non-current Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - non-current Financial assets at fair value through profit or loss - non-current Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - current Financial assets measured at fair value through other comprehensive benefits and losses - non-current Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - current Financial assets measured at fair value through other comprehensive benefits and losses - non-current |
766 1,000 - - - - - - - - - 2,040 - - - - |
NTD NTD NTD NTD NTD NTD NTD USD USD USD USD NTD USD USD EUR RMB |
55,152 - 13,412 25,341 27,597 15,879 2,518 4,850 8,948 3,579 9,000 123,130 7,228 7,700 1,150 29,114 |
0.75% 6.67% - - - - - - - - - 2.31% - - - 4.61% |
55,152 - 13,412 25,341 27,597 15,879 2,518 4,850 8,948 3,579 9,000 123,130 7,228 7,700 1,150 29,114 |
- - - - - - - - - - - - - - - Pledged to the subsidiary of the Company |
(Note 1): The securities mentioned in this table refer to stocks, bonds, beneficiary certificates and securities derived from the above items within the scope of IFRS 9 “Financial Instruments.”
(Note 2): If the securities issuer is not a related party, this column should be left blank.
(Note 3): If measured by fair value, for carrying amount in column B, please fill in the carrying balance after fair value evaluation adjustment and deduction of accumulated impairment;
If not measured by fair value, for carrying amount in column B, please fill in the carrying balance of the original acquisition cost or the amortized cost after deducting the accumulated impairment.
(Note 4): The listed securities have users who are restricted due to the provision of guarantees, pledged loans, or other agreed-upon. The remarks column should indicate the number of guarantees or pledged shares, the amount of guarantees or pledges, and status of restricted use.
(Note 5): It is a limited company, so the number of shares and net worth per share are not available.
~ ~ 101
Notes to the Consolidated Financial Statements of PANJIT International Inc. and Subsidiaries (continued) (Unit: NT$ thousand, unless otherwise indicated) Related party transactions for purchases and sales amounts exceeding the lower of NT$100 million or 20 percent of the capital stock
| Attachment 4 | Attachment 4 | Attachment 4 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchaser (seller) | Counter-party | Relationship | Transactions | Transactions with Terms Different from Others |
Notes and trade receivable(payable) |
Note | |||||
| Purchases (Sales) |
Amount (Note 2) |
Percentage of total purchases (sales) |
Credit Term |
Unit price | Credit Term | Ending Balance (Note 2) |
Percentage of total receivables (payable) |
||||
| PANJIT INTERNATIONAL INC. Pynmax Technology Co., Ltd. Pan Jit Electronics (Shandong) Co. Ltd. Pan Jit Electronics (Wuxi) Co., Ltd. PAN-JIT AMERICAS INC. PANJIT Semiconductor (Xuzhou) Co., Ltd., PAN-JIT INTERNATIONAL (H.K.) LTD. |
Pan Jit Electronics (Wuxi) Co., Ltd. PAN-JIT AMERICAS INC. Pan Jit Electronics (Wuxi) Co., Ltd. Pynmax Technology Co., Ltd. PANJIT INTERNATIONAL INC. Pan Jit Electronics (Wuxi) Co., Ltd. Pan Jit Electronics (Wuxi) Co., Ltd. PANJIT INTERNATIONAL INC. PAN-JIT INTERNATIONAL (H.K.) LTD. Zibo Micro Commercial Components Corp. PANJIT INTERNATIONAL INC. Pynmax Technology Co., Ltd. Pan Jit Electronics (Shandong) Co. Ltd. PANJIT Semiconductor (Xuzhou) Co., Ltd., Zibo Micro Commercial Components Corp. PANJIT INTERNATIONAL INC. Pan Jit Electronics (Wuxi) Co., Ltd. Pan Jit Electronics (Wuxi) Co., Ltd. |
Subsidiaries Subsidiaries Subsidiaries Subsidiaries The Company Subsidiaries Subsidiaries The Company Subsidiaries Associates The Company Subsidiaries Subsidiaries Subsidiaries Associates The Company Subsidiaries Subsidiaries |
(Sales) (Sales) Purchase Purchase (Sales) (Sales) (Sales) (Sales) (Sales) (Sales) Purchase Purchase Purchase Purchase Purchase Purchase (Sales) Purchase |
($1,160,909) (194,063) 1,628,201 330,280 (330,280) (366,216) (146,862) (1,628,201) (102,022) (167,695) 1,160,909 366,216 146,862 230,450 286,535 194,063 (230,450) 102,022 |
15% 2% 39% 8% 43% 48% 83% 26% 2% 3% 22% 7% 3% 4% 5% 97% 100% 64% |
General General General General General General General General General General General General General General General General General General |
Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable |
Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable |
$417,718 10,109 (416,637) (122,208) 122,208 101,116 56,277 416,637 15,190 39,567 (417,718) (101,116) (56,277) (35,675) (54,277) (10,109) 35,675 (15,190) |
19% 0% 38% 11% 48% 40% 86% 17% 1% 2% 22% 5% 3% 2% 3% 94% 99% 62% |
(Note 2) (Note 2) (Note 2) (Note 2) (Note 2) (Note 2) (Note 2) (Note 2) (Note 2) - (Note 2) (Note 2) (Note 2) (Note 2) - (Note 2) (Note 2) (Note 2) |
(Note 1): The amount of paid-in capital refers to the amount of paid-in capital of the parent company. If the issuer's stock has no denomination or the denomination per share is not NT$10, the
transaction amount of 20% of the paid-in capital shall be calculated based on the 10% of the equity attributable to the owner of the parent company on the balance sheet. (Note 2): It had been written off in preparing the consolidated financial report.
~ ~ 102
Notes to the Consolidated Financial Statements of PANJIT International Inc. and Subsidiaries (continued)
(Unit: NT$ thousand, unless otherwise indicated)
Receivables from related parties with amounts exceeding the lower of NT$100 million or 20 percent of capital stock
Attachment 5
| Attachment 5 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Company Name |
Counterparty | Relationship | Ending Balance of Notes Receivable from Related Party |
Turnover ratio | Overdue receivables from related party | Amounts Received in Subsequent Period |
Note | |
| Amount | Action Taken | |||||||
| PANJIT INTERNATIONAL INC. Pynmax Technology Co., Ltd. Pan Jit Electronics (Wuxi) Co., Ltd. |
Pan Jit Electronics (Wuxi) Co., Ltd. PANJIT INTERNATIONAL INC. Pan Jit Electronics (Wuxi) Co., Ltd. PANJIT INTERNATIONAL INC. |
Subsidiaries The Company Subsidiaries The Company |
$417,718 122,208 101,116 416,637 |
2.78 2.70 3.62 3.91 |
$62,413 2,223 - - |
Dunning as soon as possible Dunning as soon as possible - - |
$188,414 29,994 68,242 265,626 |
(Note 2, 3) (Note 3) (Note 3) (Note 2, 3) |
(Note 1): The amount of paid-in capital refers to the amount of paid-in capital of the parent company. If the issuer’s stock has no denomination or the denomination per share is not NT$10, the transaction amount of 20% of the paid-in capital shall be calculated based on the 10% of the equity attributable to the owner of the parent company on the balance sheet.
(Note 2): The consolidated financial report is prepared and the shareholding ratio is 100% and no allowance for loss is required.
(Note 3): All intercompany transactions have been eliminated in the consolidated financial statements.
~ ~ 103
Notes to the Consolidated Financial Statements of PANJIT International Inc. and Subsidiaries (continued) (Unit: NT$ thousand, unless otherwise indicated)
Name, Location, and Information about Investee Companies (Not Including Investee Companies in Mainland China)
| Attachment 6 | Attachment 6 | Attachment 6 | Attachment 6 | Attachment 6 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Investing companies | Investee Companies (Note 1, Note 2) |
Location | Main business items | Currency | Initial investment amount | Holdingat the end of theperiod | Net income (loss) of investee company (Note 2(2)) |
IInvestment income (loss) recognized (Note 2(3)) |
Note | |||
| Ending balance |
Beginning balance |
Number of shares (thousand) |
Percentage of ownership (%) |
Carrying amount |
||||||||
| PANJIT INTERNATIONAL INC. PAN-JIT ASIA INTERNATIONAL INC. |
PAN-JIT ASIA INTERNATIONAL INC. Pynmax Technology Co., Ltd. MILDEX OPTICAL INC. Alltop Technology Co., Ltd. Champion Microelectronic Corp. AIDE ENERGY EUROPE COÖ PERATIE U.A. PANJIT JAPAN INC. PAN-JIT INTERNATIONAL (H.K.) LTD. PANSTAR SEMICONDUCTOR CO., LTD. PAN-JIT INTERNATIONAL (H.K.) LTD. PAN JIT AMERICAS, INC. PAN JIT EUROPE GMBH CONTINENTAL LIMITED DYNAMIC TECH GROUP LIMITED PAN JIT KOREA CO.,LTD. AIDE ENERGY (CAYMAN) HOLDING CO., LTD. |
Vistra Corporate Services Centre Wickhams Cay II Road Town,Tortola,Vg1110 Virgin Islands,British No. 17, Yonggong 1st Rd., Yong’an Dist., Kaohsiung City No. 7, Luke 3rd Rd., Luzhu Dist., Kaohsiung City, Southern Science Industrial Park Floor 3, No. 102, Section 3, Zhongshan Road, Zhonghe District, New Taipei City, Taiwan Floor 5, No. 11, Park 2nd Road, Science Park District, Hsinchu City, Taiwan Corkstraat 46 ,3047 AC Rotterdam Nederland No. 1-31-11, Kichijoji Honmachi, Musashino City, Tokyo KSビル6F606 Unit 1-5 ,18/F., Wah Wai Centre, No.38-40 Au Pui Wan Street, Fotan,Shatin,New Territories 21st Floor, No. 96, Section 1, Xintai 5th Road, Xizhi District, New Taipei City Unit 1-5 ,18/F., Wah Wai Centre, No.38-40 Au Pui Wan Street, Fotan,Shatin,New Territories 2507 W ERIE DR #101, TEMPE, AZ 85282, USA Otto-Hahn-Str. 285609 Aschheim Germany Vistra Corporate Services Centre, Ground Floor NPF Buliding,BeachRoad, Apia ,Samoa Vistra Corporate Services Centre, Ground Floor NPF Buliding,BeachRoad, Apia ,Samoa Tower A dong 3601 Ho, Heung Deuk IT Valey, Heung Deuk 1ro 13 Gi Heung-Gu, Yong In City GyungGi-Do, Korea The Grand Pavilion Commercial Centre, Oleander Way, 802 West Bay Road, P.O. Box 32052, Grand Cayman KY1-1208, Cayman Islands |
Investing Electronic parts and components manufacturing and international trade Optical lens, instrument, and touch panel Display panel manufacturing Electronic parts and components manufacturing and international trade Electronic parts and components manufacturing and international trade Investing Electronics trade Electronics trade IC Design Industry Electronics trade Electronics trade Electronics trade Investing Investing Electronics trade Reinvestment business and solar energy Photoelectric products |
NTD NTD NTD NTD NTD NTD NTD NTD NTD USD USD USD USD USD USD USD |
$7,286,295 1,069,816 259,523 1,482,721 1,947,704 732,259 11,286 108,991 10,000 - 16,626 770 19,726 914 288 145,868 |
$6,842,505 1,069,816 259,523 1,482,721 1,947,704 732,259 - - - 3,330 16,626 770 10,226 914 288 145,868 |
224,724 84,493 16,328 11,315 23,996 - (Note 3) 5 9,711 1,000 - 2,431 - (Note 3) 17,360 1,126 54 246,249 |
100.00% 94.64% 21.01% 19.13% 30.00% 100.00% 50.00% 100.00% 50.00% - 95.86% 100.00% 100.00% 52.22% 60.00% 94.43% |
$7,225,926 1,304,959 228,020 1,567,662 1,897,031 809,915 9,276 108,179 10,000 - 8,313 2,522 60,492 292 1,452 (21,334) |
$399,346 7,097 26,467 689,697 249,410 H360 49,992 (2,943) 26,553 - 826 H370 1,304 H380 369 H420 376 (26) 420 H450 1,514 |
$365,467 62,490 5,560 107,503 74,293 H360 49,992 (1,783) 4,302 - 690 H370 1,327 H380 369 376 (14) 252 H450 1,429 |
Subsidiaries (Note 4, 5) Subsidiaries (Note 4, 5) (Note 6) Subsidiaries (Note 5, 6) Subsidiaries (Note 5) Subsidiaries (Note 5) Subsidiaries (Note 5) Subsidiaries (Note 5) Subsidiaries (Note 5) Sub-subsidiary (Note 4, 5) Sub-subsidiary (Note 5) Sub-subsidiary (Note 5) Sub-subsidiary (Note 5) Sub-subsidiary (Note 5) Sub-subsidiary (Note 5) |
(continued in next page)
~ ~ 104
Notes to the Consolidated Financial Statements of PANJIT International Inc. and Subsidiaries (continued) (Unit: NT$ thousand, unless otherwise indicated)
Name, Location, and Information about Investee Companies (Not Including Investee Companies in Mainland China)
| (continued frompreviouspage) | (continued frompreviouspage) | (continued frompreviouspage) | (continued frompreviouspage) | (continued frompreviouspage) | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Investing companies | Investee Companies (Note 1, Note 2) |
Location | Main business items | Currency | Initial investment amount | Holdingat the end of theperiod | Net income (loss) of investee company (Note 2(2)) |
IInvestment income (loss) recognized (Note 2(3)) |
Note | |||
| Ending balance |
Beginning balance |
Number of shares (thousand) |
Percentage of ownership (%) |
Carrying amount |
||||||||
| Pynmax Technology Co., Ltd. H062/H065 H062/H065 Champion Microelectronic Corp. JOYSTAR INTERNATIONAL CO., LTD. AIDE ENERGY (CAYMAN) HOLDING CO., LTD. |
JOYSTAR INTERNATIONAL CO., LTD. MILDEX OPTICAL INC. Wisdom Bright Inc.(Wisdom Bright) Champion Microelectronic Corp.(CMC) Wisdom Mega Corp.(Wisdom Mega) PANJIT JAPAN INC. Golden Champion Digital Power Corporation DYNAMIC TECH GROUP LIMITED AIDE SOLAR ENERGY (HK) HOLDING LIMITED |
4th Floor,Ellen Skelton Building, 3076 Sir Francis Drake Highway, Road Town, Tortola, British Virgin Islands VG1110 No. 7, Luke 3rd Rd., Luzhu Dist., Kaohsiung City, Southern Science Industrial Park Seychelles Seychelles Seychelles No. 1-31-11, Kichijoji Honmachi, Musashino City, Tokyo KSビル6F606 21st Floor, No. 96, Section 1, Xintai 5th Road, Xizhi District, New Taipei City Vistra Corporate Services Centre, Ground Floor NPF Buliding,BeachRoad, Apia ,Samoa 15/F, BOC Group Life Assurance Tower, No. 136 Des Voeux Road Central, Central, Hong Kong. |
Investing Optical lens, instrument, and touch panel Display panel manufacturing Investment holdings International trade, investment holding and e-commerce business Investment holdings Electronics trade Electronic component manufacturing and Product design industry Investing Investing and trade |
NTD NTD NTD NTD NTD NTD NTD USD USD |
$665,266 288,852 79,505 - 125,250 2,172 1,000 1,029 - |
$536,686 288,852 157,658 144,793 125,250 - - 1,029 36,527 |
21,522 6,429 2,504 - 4,000 1 1,000 1,030 - |
100.00% 8.27% 100.00% - 100.00% 10.00% 100.00% 47.48% - |
$638,067 89,754 77,457 - (Note 8) 123,130 1,855 1,000 267 - (Note 7) |
$37,369 26,467 (8,286) 4,105 - (2,943) - (26) - |
$37,369 H065 2,189 (8,286) 4,105 - (232) - (12) - |
Sub-subsidiary (Note 5) Sub-subsidiary (Note 5) Sub-subsidiary (Note 5) Sub-subsidiary (Note 5) Subsidiaries (Note 5) Sub-subsidiary (Note 5) Sub-subsidiary (Note 5) Sub-subsidiary (Note 5) |
(continued in next page)
~ ~ 105
Notes to the Consolidated Financial Statements of PANJIT International Inc. and Subsidiaries (continued)
(Unit: NT$ thousand, unless otherwise indicated)
Name, Location, and Information about Investee Companies (Not Including Investee Companies in Mainland China)
| (continued frompreviouspage) | (continued frompreviouspage) | (continued frompreviouspage) | (continued frompreviouspage) | (continued frompreviouspage) | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Investing companies | Investee Companies (Note 1, Note 2) |
Location | Main business items | Currency | Initial investment amount | Holdingat the end of theperiod | Net income (loss) of investee company (Note 2(2)) |
IInvestment income (loss) recognized (Note 2(3)) |
Note | |||
| Ending balance |
Beginning balance |
Number of shares (thousand) |
Percentage of ownership (%) |
Carrying amount |
||||||||
| AIDE ENERGY EUROPE COÖ PERATIE U.A. AIDE ENERGY EUROPE B.V. Wisdom Bright Inc. |
AIDE ENERGY EUROPE B.V. EC SOLAR C1 SRL Wisdom Toprich Technology Limited (Wisdom Toprich) |
Corkstraat 46 ,3047 AC Rotterdam Nederland Viale Andrea Doria 7 Cap 20124 MILANO (MI), Italy. Seychelles |
Investing and trade Sales of solar power plants Electricity produced Investment holdings |
EUR EUR NTD |
18,620 17,000 79,505 |
18,620 17,000 157,658 |
2 - (Note 3) 2,504 |
100.00% 100.00% 100.00% |
23,835 22,415 77,457 |
1,460 1,573 (8,286) |
1,460 1,394 (8,286) |
Sub-subsidiary (Note 5) Sub-subsidiary (Note 4, 5) Sub-subsidiary (Note 5) |
- (Note 1): If a public offering company has a foreign holding company and uses a consolidated report as the main financial report in accordance with local laws and regulations, the disclosure of information about the foreign investee company may only disclose the relevant information to the holding company.
(Note 2): If it is not in the situation described in Note 1, fill in the information according to the following regulations:
-
(1) According to this (public offering) company’s reinvestment and the reinvestment of each investee company directly or indirectly controlled, fill in the order of “Name of investee company”, “location”, “main business item”,
-
“original investment amount” and “end-of-term shareholding situation” and other fields. Indicate in the remarks column
regarding the relationship between each investee company and the (public offering) company (if it is a subsidiary or a sub-subsidiary)
-
(2) In column B of “investee company’s current gain or loss", the amount of current gain or loss of each investee company should be filled in.
-
(3) Column B of “Investment Profits and Losses Recognized in the Current Period” only needs to fill in the gain or loss amount of each subsidiary recognized by the (public offering) company for direct reinvestment
and each investee company evaluated by equity method, and the others can be ignored. When filling in the “recognition of the current profit or loss amount of each subsidiary directly reinvested”.
It should be confirmed that the current profit or loss amount of each subsidiary has included the investment profit or loss of its reinvestment that should be recognized in accordance with the regulations.
-
(Note 3): It is a limited company or a merged company, so there is no number of shares.
-
(Note 4): The investment gain or loss recognized by the Company include the offset of unrealized gain or loss between associates and the amortization of net equity differences.
(Note 5): It had been written off in preparing the consolidated financial report.
(Note 6): The investment gain or loss recognized by the Company include the amortization of the difference in net equity.
(Note 7): The liquidated and canceled on September, 2023.
(Note 8): The dissolution and liquidation process was completed in August 2023.
~ ~ 106
Notes to the Consolidated Financial Statements of PANJIT International Inc. and Subsidiaries (continued)
(Unit: NT$ thousand, unless otherwise indicated) Information on investment in mainland China
| Attachment 7 | Attachment 7 | Attachment 7 | Attachment 7 | Attachment 7 | Attachment 7 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Investing companies | Investee Companies in Mainland China | Main business items | Total Amount of Paid-in Capital |
Method of Investment (Note 1) |
Accumulated Outflow of Investment from Taiwan as of January 1, 2023 |
Investment Flows | Accumulated Outflow of Investment from Taiwan as of 31 December, 2023 |
Net income (loss) of investee company |
Percentage of Ownership |
Investment income (loss) recognized (Note 2) |
Carrying Value as of 31 December, 2023 |
Accumulated Inward Remittance of Earnings as of Outflow 31 December, 2023 |
|
| Outflow | Inflow | ||||||||||||
| PANJIT INTERNATIONAL INC. | Pan Jit Electronics (Wuxi) CO.,LTD Suzhou Grande Electronics CO.,LTD. Wuxi ENR Semiconductor Material Technology Co. Ltd. (Formerly Wuxi ENR Semiconductor Materials Technology Co. Ltd.) MAX−DIODE ELECTRONIC., LTD.(SHENZHEN) PANJIT Electronics (Beijing) CO., LTD PANJIT ELECTRONICS (SHANDONG) CO., LTD. PANJIT ELECTRONICS (QUFU) CO.,LTD PANJIT Semiconductor (Xuzhou) Co., Ltd. |
Rectifier processing and manufacutring Chip diodes, triodes and other new types of electronics Sales of semiconductor components and related products, as well as technology and after service Semiconductor pcaking materials Manufacturing and sales New types of electronic components, Semiconductor controlled rectifirer New types of electronic components, Semiconductor controlled rectifier sales Semiconductor wafer manufacturing for automobile And protection of discrete devices, integrated circuit chips And production of packaging products New types of electronic components, Semiconductor controlled rectifier sales New types of electronic components, Semiconductor controlled rectifier sales |
$835,176 $360,460 $87,300 $51,095 $4,327 $331,968 $2,164 $1,093,177 |
2 PAN-JIT ASIA INTERNATIONAL INC. 2 CONTINENTAL LIMITED 2 ENR APPLIED PACKING MATERIAL CORPORATION 2 DYNAMIC TECH GROUP LIMITED 3 Pan Jit Electronics (Wuxi) Co., Ltd. 3 Pan Jit Electronics (Wuxi) Co., Ltd. 3 Pan Jit Electronics (Wuxi) Co., Ltd. 3 Pan Jit Electronics (Wuxi) Co., Ltd. |
$502,145 344,900 9,037 47,151 - - - - |
$- - - - - - - - |
$- - - - - - - - |
$502,145 344,900 9,037 47,151 - - - - |
$157,228 (10,073) - (255) (215) 25,906 468 (150,890) |
100.00% 100.00% - 97.44% 100.00% 70.28% 100.00% 100.00% |
$157,228 (Note 5) (10,073) (Note 5) - (248) (Note 5) (215) (Note 5) 18,207 (Note 5) 468 (Note 5) (150,890) (Note 5) |
$3,465,139 (Note 5) 832,554 (Note 5) - 13,755 (Note 5) 5,076 (Note 5) 284,309 (Note 5) 1,525 (Note 5) 787,969 (Note 5) |
$56,439 - - - - - - - |
(continued in next page)
~ ~ 107
Notes to the Consolidated Financial Statements of PANJIT International Inc. and Subsidiaries (continued)
(Unit: NT$ thousand, unless otherwise indicated) Information on investment in mainland China
| (continued from previous page) | (continued from previous page) | (continued from previous page) | (continued from previous page) | (continued from previous page) | (continued from previous page) | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Investing companies | Investee Companies in Mainland China | Main business items | Total Amount of Paid-in Capital |
Method of Investment (Note 1) |
Accumulated Outflow of Investment from Taiwan as of January 1, 2023 |
Investment Flows | Accumulated Outflow of Investment from Taiwan as of 31 December, 2023 |
Net income (loss) of investee company |
Percentage of Ownership |
Investment income (loss) recognized (Note 2) |
Carrying Value as of 31 December, 2023 |
Accumulated Inward Remittance of Earnings as of Outflow 31 December, 2023 |
|
| Outflow | Inflow | ||||||||||||
| PANJIT INTERNATIONAL INC. Pynmax Technology Co., Ltd. Champion Microelectronic Corp. |
Zibo Micro Commercial Components Corp. Jiangsu Aide Solar Technology Co. Ltd. MAX−DIODE ELECTRONIC., LTD.(SHENZHEN) Great Power Microelectronics Corp. |
Rectifier diode, rectifier bridge, Electronic devices Development, manufacturing and sales of solar energy products and self-acting agents of various commodities and technologies, import and export Sales of new types of electronic components, semiconductor controlled rectifier Technology development of electronic products and mport, export and wholesale operation of related products |
$845,879 $246,034 $51,095 $84,839 |
3 Suzhou Grande Electronics Co. Ltd. 2 AIDE ENERGY (CAYMAN) HOLDING CO., LTD. 2 DYNAMIC TECH GROUP LIMITED 2 Wisdom Toprich Technology Limited |
$- 1,573,193 34,806 156,718 |
$- - - - |
$- - - 79,833 |
$- 1,573,193 34,806 76,885 |
($55,159) 9,741 (255) (8,286) |
18.86% 94.43% 47.78% 100.00% |
($10,403) 9,198 (Note 5) (122) (Note 5) (8,286) (Note 5) |
$133,044 (1,713,809) (Note 5) 6,745 (Note 5) 77,457 (Note 5) |
$- - - - |
| Cumulative investment amount remitted from Taiwan to Mainland China at the end of the period | Investment amoun | t approved by Investment Review Committee of Ministry of Economy |
Investment ceiling in Mainland China according to provisions of Investment Review Committee of Ministry of Economy |
||||||||||
| PANJIT INTERNATIONAL INC. | $2,476,426 | $3,683,099 | (Note 3) | ||||||||||
| Pynmax Technology Co., Ltd. | $34,806 | $34,806 | (Note 4) $907,814 | ||||||||||
| Champion Microelectronic Corp. | $76,885 | $76,885 | (Note 4) $994,338 |
Note 1: Investment modes can be divided into the following three types, please mark the type:
-
(1) Direct Mainland China investment.
-
(2) Reinvest in mainland China through a third-region company (please specify the investment company in the third region.)
-
(3) Others.
-
(Note 2) For the column of gain or loss on investments recognized in the current period:
-
(1) If it is in preparation and there is no investment gain or loss, it should be indicated.
-
(2) The recognition basis of investment gain or loss is divided into the following three types, which should be specified
-
A. The financial report verified by an international accounting firm in cooperation with the Accounting Firm within the Republic of China.
-
B. The financial report certified and audited by the Taiwanese parent company’s CPA.
C. Others.
(Note 3): Due to the Company’s establishment of the operating headquarters, in accordance with the provisions of the law, the amount of investment in mainland China is not limited.
- (Note 4) Calculations of investment ceiling in Mainland China are as follows:
Pynmax Technology Co., Ltd.: NT$1,513,024 thousand × 60% = NT$907,814 thousand Champion Microelectronic Corp.: NT$1,657,230 thousand × 60% = NT$994,338 thousand
- (Note 5): It had been written off in preparing the consolidated financial report.
~ ~ 108
Notes to the Consolidated Financial Statements of PANJIT International Inc. and Subsidiaries (continued)
(Unit: NT$ thousands, unless otherwise indicated)
Business relationships and significant transactions and amount between parent company and subsidiaries and among subsidiaries
Attachment 8
| No. (Note 1) |
Name of transaction party | Counter-party | Relationship (Note 2) |
Transaction Status (Note 4) | Transaction Status (Note 4) | Transaction Status (Note 4) | Transaction Status (Note 4) |
|---|---|---|---|---|---|---|---|
| Subject | Amount (Notes 5) |
Transaction condition | Percentage of total revenue or assets (Note 3) |
||||
| 0 | PANJIT INTERNATIONAL INC. | Pan Jit Electronics (Wuxi) Co., Ltd. | 1 | Purchase Trade payable Sales Trade receivable |
$1,628,201 416,637 1,160,909 417,718 |
The transaction price is based on the average cost and marked on a certain ratio. | 13% 1% 9% 1% |
| 0 | PANJIT INTERNATIONAL INC. | Pynmax Technology Co., Ltd. | 1 | Purchase Trade payable |
330,280 122,208 |
The transaction price is based on the average cost and marked on a certain ratio. | 3% 0% |
| 0 | PANJIT INTERNATIONAL INC. | PAN-JIT AMERICAS INC. | 1 | Sales | 194,063 | The transaction price is based on the average cost and marked on a certain ratio. | 2% |
| 0 | PANJIT INTERNATIONAL INC. | EC SOLAR C1 SRL | 1 | Other receivables | 152,910 | Based on contract of loans |
1% |
| 1 | Pynmax Technology Co., Ltd. | Pan Jit Electronics (Wuxi) Co., Ltd. | 3 | Sales Trade receivable |
366,216 101,116 |
The transaction price is based on the average cost and marked on a certain ratio. | 3% 0% |
| 2 | Pan Jit Electronics (Wuxi) Co., Ltd. | PanJit Electronic (Shandong) Co. Ltd. | 3 | Purchase | 146,862 | The transaction price is based on the average cost and marked on a certain ratio. | 1% |
| 2 | Pan Jit Electronics (Wuxi) Co., Ltd. | PANJIT Semiconductor (Xuzhou) Co., Ltd. | 3 | Purchase | 230,450 | The transaction price is based on the average cost and marked on a certain ratio. |
2% |
| 2 | Pan Jit Electronics(Wuxi)Co.,Ltd. | PANJIT Semiconductor(Xuzhou)Co.,Ltd. | 3 | Prepayforgoods | 134,429 | - |
0% |
| 2 | Pan Jit Electronics (Wuxi) Co., Ltd. | PAN-JIT INTERNATIONAL (H.K.) LTD. | 3 | Sales | 102,022 | The transaction price is based on the average cost and marked on a certain ratio. | 1% |
| 3 | Suzhou Grande Electronics Co. Ltd. | Jiangsu Aide Solar Technology Co., Ltd. | 3 | Other receivables | 404,077 | Based on contract of loans |
1% |
| 4 | PAN-JIT ASIA INTERNATIONAL INC. | Jiangsu Aide Solar Technology Co., Ltd. |
3 | Other receivables | 906,743 | Based on contract of loans | 3% |
| 5 | AIDE ENERGY(CAYMAN)HOLDING CO.,LTD. | JiangsuAide Solar Technology Co.,Ltd. |
3 | Prepayforgoods | 477,874 | - | 2% |
-
(Note 1): The business transaction information between the parent company and the subsidiary should be indicated in the index number column respectively, and the index number should be filled in as follows:
-
(1) 0 for parent company.
-
(2) Subsidiaries are coded from "1" in the order presented in the table above.
-
(Note 2): The relationship with the trader includes the following three types. Simply mark the type (if it is the same transaction between parent and subsidiary companies or between subsidiaries, there is no need for repeated disclosure. For example, if the parent company has disclosed the transaction between the parent company and the subsidiary
For subsidiary-to-subsidiary transactions, if one of its subsidiaries has disclosed, the other subsidiary does not need to disclose again):
-
(1) Parent company to subsidiary.
-
(2) Subsidiary to parent company.
(3) Subsidiary to subsidiary.
-
(Note 3): For the calculation of the ratio of the transaction amount to the combined total revenue or total assets, if it is an asset-liability subject, it is calculated based on the ending balance of the consolidated total assets; if it is a profit or loss account, it is calculated by the cumulative amount at the end of the period as a percentage of the consolida
-
(Note 4): If the transaction amount between parent and subsidiary reaches 100 million or more, it shall be disclosed.
-
(Note 5): It had been written off in preparing the consolidated financial report.
~ ~ 109
Notes to the Consolidated Financial Statements of PANJIT International Inc. and Subsidiaries (continued)
(Unit: NT$ thousand, unless otherwise indicated) Information on Major Shareholders
| Attachment 9 Unit: shares |
Attachment 9 Unit: shares |
Attachment 9 Unit: shares |
|---|---|---|
| Shares Name of substantial shareholders |
Number of Shares Held | Shareholding Ratio |
| Jinmao Investment Co., Ltd. | 52,121,710 | 13.64% |
Note 1: The major shareholders in this table have completed delivery of non-physical registration (including treasury stocks) on the last business day of each quarter calculated by the Taiwan Depository & Clearing Corporation.
. However, the Capital stock recorded in the Company’s financial statements and the number of shares actually delivered by the Company without physical registration may differ due to calculation bases
.
(Note 2): If a shareholder delivers its shareholding information to the trust, the aforesaid information shall be disclosed by the individual trustee who opened the trust account. For information on shareholders,
who declare to be insiders holding more than 10% of shares in accordance with the Securities and Exchange Act, and their shareholdings include their shareholdings plus their delivery of trust and shares with the right
. to make decisions on trust property, please refer to MOPS
~ ~ 110