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PANJIT Annual Report 2023

Jun 18, 2024

52114_rns_2024-06-18_629f54f5-1fef-4f4e-bdff-cb7fcfbeb44a.pdf

Annual Report

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Stock Code: 2481

FY 2023 Annual Report

Notice to readers This English-version annual report is a summary translation of the Chinese version and is not an official document of the shareholders’ meeting. If there is any discrepancy between the English and Chinese versions, the Chinese version shall prevail

The URL of the information reporting website designated by the FSC: https://mops.twse.com.tw/

The website where the Company discloses relevant information about the annual report: https://www.panjit.com.tw/

April 15, 2024

I. Contact Information of Spokesperson and Deputy Spokesperson

Spokesperson: Shen, Ying-Hsiu Spokesperson Title: Chief Financial Officer Spokesperson Phone: (07) 961- 1105 Spokesperson Email: [email protected]

Deputy Spokesperson: Hsieh, Pai-Cheng Deputy Spokesperson Title: Chief Accountant Deputy Spokesperson Phone: (07) 961- 1105 Deputy Spokesperson email:[email protected]

II. Contact Information of Headquarters, Branches and Plants:

Headquarter: No. 24, Gangshan N. Rd., Gangshan Dist., Kaohsiung City Phone: (07) 621-3121

III. Contact Information of Stock Transfer Agency

Name of stock transfer agency: Yuanta Securities Co., Ltd. Address: B1, No. 210, Sec. 3, Chengde Rd., Datong Dist., Taipei City Phone: (02) 2586-5859

Website: https://www.yuanta.com.tw/

IV. Contact Information of the CPAs for the Latest Financial Statements

Names of CPAs: Chen, Cheng-Chu, Fuh, Wen-Fun CPA firm: Ernst & Young Taiwan Address: 17F., No. 2, Zhongzheng 3rd Rd., Xinxing Dist., Kaohsiung City Phone (07) 238-0011

Website: https://www.ey.com/

V. Overseas Securities Exchange Where Securities are Listed and Method of Inquiry

Global Depositary Receipt Stock exchange: Luxembourg Stock Exchange Website: https://www.bourse.lu/Accueil.jsp

VI. Company Website: https://www.panjit.com.tw/

Table of Contents

Chapter 1. Report to Shareholders .............................................................................................................. 1 Chapter 2. Company Introduction ............................................................................................................... 7 Chapter 3. Corporate Governance Report ................................................................................................. 13 I. Organization ......................................................................................................................... 13 II. Information on the Company's Directors, Supervisors, President, Vice Presidents, Associate Managers, and the Supervisors of All the Company's Divisions and Branch Units ...................................................................................................................... 15 III. Remuneration Paid During the Most Recent Year to Directors, Supervisors, President, and Vice Presidents ........................................................................................................... 30 IV. The state of the Company's implementation of corporate governance .............................. 38 V. Information on certified public accountant Professional Fees ...........................................115 VI. Information on Replacement of certified public accountant ............................................115 VII. If the chairman, president, or manager in charge of financial or accounting affairs of the Company has worked for a firm of certified public accountants or its affiliates within the last one year, the Company shall disclose his/her name, title, and the period of time that he/she has worked for the firm of certified public accountants or its affiliates .......................................................................................................................115 VIII. Any transfer of equity interests and/or pledge of or change in equity interests (during the most recent year or during the current year up to the date of publication of the annual report) by a director, supervisor, managerial officer, or shareholder with a stake of more than 10 percent during the most recent year or during the current year up to the date of publication of the annual report ........................................116 IX. Relationship information, if among the Company's ten largest shareholders any one is a related party or a relative within the second degree of kinship of another ................118 X. Total Number of Shares and Total Equity Stake Held in any Single Enterprise by the Company, Its Directors and Supervisors, Managers, and Any Companies Controlled Either Directly or Indirectly by the Company ................................................................. 120 Chapter 4. Financing Status .................................................................................................................... 121 I. Capital and Shares.............................................................................................................. 121 II. Corporate bond ................................................................................................................. 135 III. Preferred shares ............................................................................................................... 135 IV. Overseas depositary receipt ............................................................................................. 135 V. Employee stock warrant .................................................................................................... 136 VI. Issuance of new shares in connection with the merger or acquisition of other companies ........................................................................................................................ 136 VII. Implementation of capital utilization plan ..................................................................... 136 Chapter 5. Operation Summary .............................................................................................................. 139 I. Business content................................................................................................................. 139 II. Summary of Market, Production and Sales ...................................................................... 147 III. Employee information in the two most recent years up to the publication date of this annual report .................................................................................................................... 157 IV. Environmental protection expenditure ............................................................................ 157 V. Labor relations .................................................................................................................. 157 VI. Information and communication security management: ................................................. 160 VII. Important Contracts ....................................................................................................... 163 Chapter 6. Financial Summary ............................................................................................................... 165 I. Condensed balance sheet and statement of comprehensive income in the five most recent years ...................................................................................................................... 165 II. Financial analysis in the five most recent years ............................................................... 169 III. Audit Committee Report for the most recent year's financial statemen .......................... 175 IV. Financial statements in the most recent year (consolidated) ........................................... 175

V. The Company's parent company only financial statements audited and attested by CPAs in the most recent year .......................................................................................... 175 VI. In the most recent year and up to the date of publication of the annual report, any financial difficulties experienced by the Company or its affiliates and how said difficulties will affect the Company's financial situation ................................................ 175 Chapter 7. Review and Analysis of Financial Condition and Performance and Relevant Risk Events . 176 I. Financial Position: ............................................................................................................. 176 II. Financial Performance ...................................................................................................... 177 III. Cash flow......................................................................................................................... 178 IV. Impact of material expenditures on the Company's finances and operations in the most recent year .............................................................................................................. 179 V. Investment policies in other companies, the main reasons for profit/losses, improvement plan, and investment plans for the upcoming year ................................... 180 VI. Risk ................................................................................................................................. 181 VII. Other important matters ................................................................................................. 186 Chapter 8. Special Notes ......................................................................................................................... 187 I. Information on associates .................................................................................................. 187 II. Where the Company has carried out a private placement of securities during the most recent year or during the current year up to the date of publication of the annual report, disclose the date on which the placement was approved by the board of directors or by a shareholders meeting, the amount thus approved, the basis for and reasonableness of the pricing, the manner in which the specified persons were selected, the reasons why the private placement method was necessary, the targets of the private placement, their qualifications, subscription amounts, subscription price, relationship with the Company, participation in the operations of the Company, actual subscription (or conversion) price, the difference between the actual subscription (or conversion) price and the reference price, the effect of the private placement on shareholders' equity, and, for the period from receipt of payment in full to the completion of the related capital allocation plan, the status of use of the capital raised through the private placement of securities, the implementation progress of the plan, and the realization of the benefits of the plan. ................................................................................................. 201 III. Holding or Disposal of Shares in the Company by the Company's Subsidiaries during the Most Recent Year or the Current Year up to the Date of Publication of the Annual Report ................................................................................................................. 201 IV. Other Supplementary Information ................................................................................... 202 X. Situations Listed in Article 36, Paragraph 3, Subparagraph 2 of the Securities and Exchange Act Which Might Materially Affect Shareholders' Equity or the Price of the Company's Securities Occurring during the Most Recent l Year or the Current Year up to the Date of Publication of the Annual Report ................................................ 202

Chapter 1. Report to Shareholders

I. Overview of FY 2023 Business Results:

(I) Business plan implementation results

In 2023, consolidated revenue was NT$12.7 billion, and in 2023, consolidated operating gross profit was NT$3.2 billion. The Company's 2023 consolidated operating income was NT$0.83 billion. Based on the above information, the consolidated net profit per share in 2023 was NT$2.15.

Regarding the cash dividend, the Board of Directors approved the allotment of NT$1.2 per share.

(II) Budget Execution

The Company did not disclose 2023 financial forecasts, and therefore budget execution is irrelevant.

(III) Financial Income and Expenditure and Profitability Analysis

(Parent Company Only) Units: NT$ thousands

Items Items 2023 2022 Percentage
change (%)
Financial
revenue
and
expense
Revenue 7,889,882 8,855,785 (10.91)
Operatingmargin 1,720,016 2,493,179 (31.01)
Post-taxprofit or loss 820,782 1,757,631 (53.30)
Profitability Return on assets (%) 3.85 7.76 (50.39)
ROE (%) 6.11 13.26 (53.92)
Proportion to
the paid-in
capital (%)

Operating profit
8.01 26.23 (69.46)
Net pre-tax income
23.42
50.71 (53.82)
Netprofit rate(%) 10.40 19.85 (47.61)
Earningsper share(NT$) 2.15 4.60 (53.26)
(Consolidated) (Consolidated) (Consolidated) Units: NT$thousands Units: NT$thousands
Items 2023 2022 Percentage
change (%)
Financial
revenue
and
expense
Revenue 12,707,319 13,227,847 (3.94)
Operating margin 3,208,061 3,995,837 (19.71)
Post-tax profit or loss 1,012,951 1,757,904 (42.38)
Profit attributable to owners of
theparent company
820,782 1,757,631 (53.30)
Profitability Return on assets(%) 4.06 6.69 (39.31)
ROE(%) 6.86 12.55 (45.34)
Proportion to
the paid-in
capital (%)

Operating profit
21.82 42.61 (48.79)
Net pre-tax income
30.49
54.63 (44.19)
Netprofit rate(%) 7.97 13.29 (40.03)
Earningsper share(NT$) 2.15 4.60 (53.26)

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(IV) Research and Development

PANJIT Group has been providing semiconductor electronic products from semiconductor wafer design, manufacturing to assembly components for more than 30 years. The Company's innovative business unit (IBU) is developing advanced semiconductor discrete device products from upstream to downstream. Also included is the technology development of third-generation compound semiconductors, such as SiC semiconductors as well as the technology development of third-generation compound semiconductors, such as SiC semiconductors. SiC semiconductors have excellent material properties for the manufacture of high-speed power electronics for automotive, military and other high-end applications.

By 2026, the power semiconductor discrete device market in electric vehicles will reach 6 billion US dollars. The CAGR from 2020 to 2026 is 25.9%. In order to meet the current market trend, electric vehicles play an important role in the development of our company.

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PANJIT has developed and released 60 semiconductor power discrete devices in 2023, including: HV MOSFETs, MV MOSFETs, IGBTs, SiCs and FREDs.

From the perspective of semiconductor device technology, the 600V/650V high-voltage superjunction surface (HV SJ) MOSFET Gen.1.5, 100V medium voltage shielded grid trench (MV SGT) MOSFET 100V Gen.2, 650V/1200V SiC Schottky diodes (SiC SBDs) Gen.1 and Gen.1.5 as well as 600V/1200V FREDs Gen.1 and Gen.2 fabrication technologies have been successfully developed and commercialized.

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II. Summary of FY 2024 Business Plan

(I) Operation guidelines

Core technologies:

With years of experience in high power component technology, PANJIT continues to focus on core technology development of MOSFETs, IGBTs and SiC components to meet the market demand for high efficiency and low power consumption products. The SiC Diode, low and medium voltage SGT MOSFET and Super Junction MOSFET series released in recent years have not only enriched the product lineup, but also laid a solid foundation for upcoming advanced technologies such as Field Stop Trench IGBT and SiC MOSFET. In addition, the 8-inch fab has proven its excellent stability and performance in the pilot production stage of Super Junction MOSFETs and IGBTs, all of which have significantly enhanced the company's competitiveness in the high-end market.

PANJIT will continue to invest in research and development of critical process technologies. We firmly believe that only through continuous technological innovation can we provide our customers with the advanced product solutions of higher quality and further expand our market presence.

Market planning:

PANJIT has achieved significant results in the strategic layout of the automotive market. Through comprehensive product design and real-time technical support, it provided customers with fast and complete solutions, thus consolidating its market position. The number of new product certifications increased steadily and the company won important orders from major international manufacturers, which had a positive impact on revenue growth. In the industrial and power supply markets, PANJIT actively cooperated with industry leaders and end customers to establish a layout plan in this field through high-power component solutions. These partnerships have not only enhanced PANJIT's influence in the industry chain, but also laid a solid foundation for the company's future development. In addition, through strategic mergers and acquisitions, we have injected diversified solutions into our market deployment and pioneered new modes of cross-domain cooperation. These initiatives have enhanced Qiangmao's ability to respond to market dynamics and given it new impetus to achieve its long-term development goals.

(II) Sales Projection and its Basis

The international situation has become more complex due to geopolitical turmoil, the ongoing Ukraine-Russia war and the start of the Israeli-Palestinian war, inflation and interest rate increases by central banks. The Israeli-Palestinian war has triggered regional turmoil that has forced the international community to reassess the challenges of regional security and supply chain stability. The company's small signal packaging products correspond to AI consumer, computer and home appliance market applications. As the demand for AI applications gradually increases and the terminal market continues to consume inventories,

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we are optimistic about the growth rate of the sales volume of small signal packaging products; however, as high-power packaging products correspond to industrial control, electric vehicles, renewable energy and power management, it is expected that their growth momentum is better than that of small-signal packaging products benefits to the increase in market demand driven by net-zero carbon emission policies of various countries.

(III) Major operation & sales policies

Strengthen the competitiveness of the Company The Company shall continue improving in automation equipment and smart manufacturing management system, and optimize production and deployment efficiency. At the same time, it shall integrate internal and external resources and seek for external third-party manufacturers on highly competitive items to create cost competitiveness. In addition, we continue to introduce international management team to actively enhance our R&D capabilities. In addition to the power control management ICs of our subsidiary, Champion Microelectronic Corp., PANJIT is also committed to the research and development of new integrated circuit IC products, and aims to be a solution provider to deeply penetrate into the consumer, computer, and home appliance markets, and to jointly capture the industrial control, electric vehicles, renewable energy, and power management markets, in order to make the company more competitive in the discrete component market.

Satisfy Customer Demand The Xuzhou plant in mainland China completed mass production and became a plant with highly mature production capability to provide larger quantity of products to customers. At the same time, PANJIT Group's domestic and overseas factories continue to optimize production processes, reduce costs, and improve delivery speed and flexibility to ensure product quality and delivery efficiency. In order to enhance sales competitiveness, a new production line was established in Southeast Asia to provide more diversified products to meet the needs of international customers and increase the customer orders. In the automotive area, the Company focuses on new products and targets the top 100 global automotive clients and the major automotive electronics customer groups in the capital market. PANJIT Group will respond to the development trends and design requirements of higher-end global consumer products, automobiles, green energy and industrial control products, master the Time to Market and continue to develop new products to meet the certification of more world-class automotive electronics manufacturers and industrial instrument manufacturers.

The Company will continue to pay attention to the application needs of various markets, including: LED, TVs, AI laptops, AI tablets, computers, AI servers, smartphones, wearables, and network communications, we have also continued to strengthen our sales efforts in other applications such as solar junction box, solar inverters, energy-efficient lighting and industrial controls, power management, renewable energy, the electric vehicle and electric vehicle charging device markets in order to increase our overall market share and create higher profit margins.

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III. Future development strategies of the Company

PANJIT is committed to maintaining its leading position in the power semiconductor industry. Through the strategic layout of new products, new markets, and new applications, as well as the continuous investment in the research and development of its own high-efficiency product core technologies, it maintains the future growth momentum to gradually realize its vision of becoming a power semiconductor IDM factory in Taiwan. PANJIT's development strategy focuses on two main axes: first, to deepen the layout of the automotive market, especially in the application of electric vehicles, to provide innovative solutions, and to work hand in hand with end customers; second, to respond to the challenges of climate change, and to proactively expand the layout of high-efficiency products in the field of new energy such as charging piles, energy storage systems, and solar energy, and to embed ESG responsibilities into the core of the company's operations. In addition, we have strengthened our ties with our supply chain partners to ensure stable business development and respond to market fluctuations. The above strategies aim to expand market share and lay a solid foundation for the company's sustainable development. We are confident in the future and look forward to creating greater value for shareholders, customers and society through continuous innovation, strategic cooperation and responsible governance.

IV. Impact of the external competitive environment, regulatory environment, and overall business environment

Due to geopolitics, Russia-Ukraine and Israeli-Palestinian wars, inflation, interest rate increase by central banks, and inventory adjustments, the market continues to be sluggish and volatile, making the semiconductor discrete component market even more competitive. Beside the continue resource investment in the R&D of new high-margin products, the Company will combine its own and external wafer fab platform with automation in the future to speed up the mass production of new products while improving their quality. In terms of sales competition, adjust product mix to improve gross profit. We shall leverage the advantages of brand channels and e-commerce platform development, plus the out-sourcing practice, to increase the overall product competitiveness. In addition, we are committed to promoting sustainable management, publishing sustainability reports, emphasizing environmental protection and resource conservation in the production process, and actively investing in employee training and welfare enhancement to uphold our corporate social responsibility. At the same time, the Company also participates in social and public welfare undertakings, actively contributes to the community, and contributes to sustainable development, in order to enhance the long-term stability of the enterprise's operations and bring value returns in a longer term. In the highly competitive semiconductor market, the Company will continue to uphold the principle of

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sustainable management to provide customers with high-quality products, and at the same time, strive for the environment, society and the sustainable development of the company. In addition to complying with relevant laws and regulations, the Company also pays attention to important domestic and foreign policies and statutory changes. We shall immediately develop necessary countermeasures to meet the Company’s operational needs. So that the impact on the Company's financial adoption of important policies due to changes in the legal environment at home and abroad can be minimized.

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Chapter 2. Company Introduction

I. Date of founding

May 20, 1986

II. Company History

1986 May The Company was approved to be registered with a capital of NT$5 million. It was engaged in the import and export trading business of electronic parts. 1988 - 1992 The new Taiwan dollar has appreciated abruptly. Since the Company is engaged in import and export trading, it has caused a huge reduction in profits. Therefore, with the approval of the shareholders and the Board of Directors, the Company temporarily suspended. 1993 March The Company resumed operation. Being optimistic about the prospects of the electronics industry, the Company started the business of buying and selling semiconductor rectifiers. June The Company began to research and develop the production of surface mount rectifiers and surge suppressors. 1994 March The Company developed and mass-produced the surge suppressor (TVS). November The Company increased capital by NT$ 9.5 million in cash. After the capital increase, the paid-in capital became NT$100 million. 1995 July The Company developed and mass-produced Schottky and Zener components. 1996 February The Company moved to Gangshan for a new plant and started production. 1997 October The Company increased capital by NT$29 million in cash, and NT$70 million through earnings. After the capital increase, the paid-in capital amounted to NT$199 million. The Company acquired QS-9000 system certification.

  • 1998 April The Company proceeded with retroactive handling of public issuance. The Company increased capital by NT$99.5 million in cash, and NT$59.7 million through earnings. After the capital increase, the paid-in capital amounted to NT$358.2 million.

  • June The Investment Review Committee approved the Company's investment in PAN-JIT ASIA (BVI). Through PAN-JIT ASIA (BVI), the Company reinvested in PAN-JIT HK and set up a processing plant in Shenzhen, Mainland China.

  • October The Company increased capital by NT$49.8 million in cash. After the capital increase, the paid-in capital amounted to NT$408 million.

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  • 1999 August TPEx’s OTC Securities Listing Review Committee approved the Company's listing. The Company increased capital by NT$81.6 million through earnings, and NT$40.8 million through capital reserve. After the capital increase, the paid-in capital amounted to NT$530.4 million.

    • December The Company's stock was officially listed on the OTC.
  • 2000 February The Company invested in the establishment of PYNMAX Technology CO., LTD to produce upstream epitaxial wafers and Schottky wafers.

     - March The Company established a processing plant for incoming materials in Wuxi, mainland China and started mass production.
    
     - May The Company established a R&D center in Phoenix, USA, responsible for the market information and R&D of new products.
    
  • July The Company increased capital by NT$58,697,600 in cash, and NT$159.12 million through earnings. After the capital increase, the paid-in capital amounted to NT$748,217,600.

  • 2001 May The Company issued convertible corporate bonds in the amount of NT$900 million.

  • September The Company's stock was officially listed on TaiEx;The Company increased capital by NT$149,643,520 through earnings, NT$74,821,760 through capital reserve, and NT$12 million through employee bonus. After the capital increase, the paid-in capital amounted to NT$984,682,880.

  • 2002 September The Company increased capital by NT$98,468,290 through earnings, NT$49,234,140 through capital reserve, and NT$6,420,000 through employee bonus. After the capital increase, the paid-in capital amounted to NT$1,038,805,310.

  • 2002 December The Company issued overseas convertible corporate bonds, and the total amount of issuance was limited to no more than 25 million U.S. dollars.

  • 2003 April The Company issued its first overseas convertible corporate bonds in the amount of NT$25 million U.S. dollars.

     - July The Company reinvested in Suzhou Grande Electronics Co., LTD. through PAN-JIT ASIA (BVI).
    
     - October The Company increased capital by NT$44,667,820 through earnings, NT$33,050,860 through capital reserve, and NT$5,097,000 million through employee bonus. After the capital increase, the paid-in capital amounted to NT$1,375,304,910.
    
  • 2004 March The Company issued second overseas convertible corporate bonds in

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the amount of NT$20 million U.S. dollars.

     - May The Company reinvested in Pan-Jit Electronics (Suzhou) Co., Ltd. through PAN-JIT ASIA (BVI).

     - July The Company increased capital by NT$131,952,800 through earnings, NT$43,984,260 through capital reserve, and NT$43,984,260 million through employee bonus. After the capital reduction, the paid-in capital amounted to NT$1,677,189,560.
  • December The Company invested in the establishment of Weiquan International Co., Ltd. to engage in the trading of diode products.

  • 2005 January The Company reinvested in MAX DIODE ELECTRONIC CO., LTD., DYNAMIC TECH GROUP LIMITED, and Shenzhen Weiquan Electronics Co.,Ltd through PAN-JIT ASIA (BVI).

  • February The Company compulsorily redeemed the first domestic convertible corporate bonds and terminated the listing on the OTC.

     - May The Company’s subsidiary Mildex Technology Co., Ltd. spinned off Mildex Optical Co., Ltd. to engage in the production of PC optical lenses.
    
    • August The Company increased capital by NT$98,104,780 through earnings, NT$65,403,180 through capital reserve, and NT$853 through employee bonus. After the capital increase, the paid-in capital amounted to NT$1,849,227,520.
  • October The Company cancelled the first repurchased treasury stocks of NT$2,110,000. After the capital reduction, the paid-in capital amounted to NT$1,847,117,520.

  • 2006 April The Company's subsidiary Mildex Optical Co., Ltd. indirectly invested in MILDEX OPTICAL USA, INC. through Mildex Asia.

  • September The Company's subsidiary Mildex Optical Co., Ltd. absorbed and merged its 100%-owned subsidiary Mildex Technology Co., Ltd. By the end of 2006, it had reached 99.67%, and by the end of April 2007, it had held 100% of the shares.

  • November The Company increased capital by NT$ 200 million in cash and issued the second domestic unsecured conversion corporate bond of NT$300 million.

        - Mildex Optical Co., Ltd., a subsidiary of the Company, purchased 34.18% of Mildex Asia's equity from Mildex Technology Co., Ltd., and its shareholding ratio reached 100%
    
  • 2007 July The Company issued the third domestic unsecured conversion corporate bond of NT$350 million.

    • August The Company increased capital by NT$114,108,750 through

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earnings, NT$39,499,180 through capital reserve, NT$14,597,000 through employee bonus, and NT$100 million in cash.

           - The Company's subsidiary Mildex Optical Co., Ltd. is approved for public offering.
  • September The Company's subsidiary Mildex Optical Co., Ltd. acquired 100% of SINANO TECHNOLOGY CORP. through Mildex Asia and indirectly acquire 100% of Yana Technology (Shenzhen) Co., Ltd.

  • Mildex Optical Co., Ltd., a subsidiary of the Company, was registered for emerging market.

  • November The Company acquired 60% of the equity of Aide Solar Technology Co., Ltd. and officially entered the solar energy business.

    • December The Company issues 10,000 units of employee stock option certificates, and the number of shares subscribed for each unit of stock option certificates is 1,000 shares. The total number of new ordinary shares to be issued due to the exercise of the options is 10 million shares.
  • 2008 April The Company's subsidiary Mildex Optics Co., Ltd. indirectly established a 100% shareholding of NEW POPULAR TECHNOLOGY CO., LTD. through Mildex Technology, and indirectly invested a 51% shareholding in Dongguan Dragon Crown Vacuum Technology Co., Ltd.

        - May The Company acquired 10% equity of Aide Solar Technology Co., Ltd., holding a total of 70% shares. At the same time, it participated in a cash capital increase of US$8,400,000 in proportion to its shareholding.
    
        - June The Company issued the fourth domestic unsecured conversion corporate bond of NT$500 million.
    
           - The Company established Panjit (Sola Energy) Holding Limited under Panjit Asia BVI and adjusted as a new holding Company for Aide Solar Technology Co., Ltd.
    
     - August The Company increased capital by NT$260,995,060 through earnings, NT$78,298,510 through capital reserve, NT$24,205,000 through employee bonus, and NT$200 million in cash.
    
  • September The Company changed the name of Panjit (Sola Energy) Holding Limited to Aide Solar Energy (HK) Holding Limited.

  • 2009 February The Company's subsidiary Mildex Optical Co., Ltd. shares are officially listed on the OTC.

  • September The Company compulsorily redeemed the third domestic convertible corporate bonds and terminated the listing.

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  • November After the organizational reorganization, the investment structure was changed to Panjit Asia (BVI) in Nov. to invest in AIDE Energy (Cayman) Holding Co., Ltd., then to invest in Aide Solar Energy (HK) Holding Limited, and then to invest in Aide Solar Technology Co., Ltd.. Established AIDE Energy (Cayman) Holding Co., Ltd. under PAN-JIT ASIA (BVI), as the main body of Jiangsu Aide's listing in Taiwan. After the organizational reorganization, the investment structure was changed to Panjit Asia (BVI) to invest in AIDE Energy (Cayman) Holding Co., Ltd., then to invest in Aide Solar Energy (HK) Holding Limited, and then to invest in Aide Solar Technology Co., Ltd..

  • 2010 March In cooperation with the competent authority to promote the full non-physical issuance of marketable securities, the Company's Board of Directors resolved to fully convert the issued physical stocks into non-physical stocks.

  • April The Company compulsorily redeemed the fourth domestic convertible corporate bonds and terminated the listing.

  • June The Company issued the fifth domestic unsecured conversion corporate bond of NT$500 million.

  • September The Company increased capital by NT$ 300 million in cash. October The Company acquired 20 million privately placed ordinary shares of MILDEX OPTICAL INC.

  • 2011 April The Company's subsidiary Mildex Optical Co., Ltd. absorbed and merged its 100%-owned subsidiary Mildex Technology Co., Ltd.

  • September After the capital reduction, the paid-in capital amounted to NT$3,747,856,230. After the capital reduction, the paid-in capital amounted to NT$3,747,856,230.

  • October The Company canceled the eighth repurchase of treasury shares amounting to NT$30 million, after the capital reduction, the paid-in capital amounted to NT$3,719,356,230.

  • 2012 July The Company compulsorily redeemed the fifth domestic convertible corporate bonds and terminated the listing.

  • 2013 June The Company issued the sixth domestic secured conversion corporate bond of NT$350 million and the seventh domestic unsecured conversion corporate bond of NT$150 million.

  • 2014 October The Company canceled the ninth repurchase of treasury shares amounting to NT$30 million, after the capital reduction, the paid-in capital amounted to NT$3,847,161,580.

  • 2015 January The Company canceled the tenth repurchase of treasury shares

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amounting to NT$15 million, after the capital reduction, the paid-in
capital amounted to NT$3,833,354,890.
2016 January The Company canceled the eleventh and twelfth repurchase of
treasury shares amounting to NT$380 million, after the capital
increase, the paid-in capital amounted to NT$3,524,482,170.
The Company compulsorily redeemed the seventh domestic
convertible corporate bonds and terminated the listing.
2016 August The Company compulsorily redeemed the sixth domestic convertible
corporate bonds and terminated the listing.
2018 January Aide Solar Technology Co., Ltd. has not seen any improvement in its
operating performance. The board of directors has decided to reduce
the operating scale after considering the overall operating conditions
and planning for the future vision. Therefore, in accordance with the
2018 October International Accounting Standards (IAS) No. 36 Bulletin, the total
amount of financial and non-financial assets of Aide Solar
Technology Co., Ltd. is set aside for impairment losses of
2019 July approximately NT$1,285 million.
In order to assist the Company's subsidiary Mildex Optical Co., Ltd.
2021 March to introduce strategic investors, the Company sold some of the shares
of Mildex Optics held to strategic investors and lost control of Mildex
Optics.
After the capital increase, the paid-in capital amounted to
NT$369,794,360. After the capital increase, the paid-in capital
amounted to NT$3,328,149,270.
The Company acquired 19.97% of the equity of Alltop Technology
Co., Ltd. (stock code: 3526) through a public acquisition.
2021 November The Company handled the cash capital increase, issued ordinary
shares, and participated in the issuance of overseas depositary
receipts of NT$500 million. After the capital increase, the paid-in
capital amounted to NT$3,828,149,270.
2022 March The Company acquired 30.00% of the equity of Champion
Microelectronic Corp. (stock code: 3257) through a public
acquisition.
2023 May The Company canceled the 13th repurchase of treasury shares
amounting to NT$7 million, after the capital reduction, the paid-in
capital amounted to NT$3,821,149,270.

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Chapter 3. Corporate Governance Report

I. Organization

(I) Organization Chart

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April 15, 2024
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Shareholder
Meeting
Audit Committee
Remuneration The Board of
Committee Directors Head of Corporate
Governance
Sustainability
Committee Chairman Internal Audit
Operation Decisioning CEO
Committee
President's
Office
ESG
Promotion Office
Funtional Semiconductor Innovation
Business Unit Wafer Business Group
Business Group Business Unit
----- End of picture text -----

Note: The former ESG Corporate Sustainability Committee was renamed as ESG Promotion Office in January 2024, and is referred to in this annual report by the organization name changed.

(II) Businesses operated by major departments

Departments Main Responsibility
Operation Decisioning
Committee
Strengthen operational strategy and decision-making efficiency. To guide
and review the group's overall growth strategy to enhance the overall
practice of PANJIT Group's sustainable operation,
ESG Promotion Office Formulate and review ESG strategies and specific actions, and at the same
time fully integrate the resources of PANJIT Group in environment, Social
responsibility, and governance, so as to implement the concept of
sustainable development of the enterprise.
President's Office Assist the President to implement business and assist in the formulation,
review and businessperformance analysis of businessplans
Functional Business Unit of
the Group
It covers the group finance, accounting, information, legal, human resources
and other units to assist and support the management and growth of the
various business units of the Group
Semiconductor Business
Group
Responsible for business operation management, market development,
product manufacturing, manufacturing technology development and
integration ofproduction and services for semiconductorglobal customers

13

Departments Main Responsibility
Wafer Business Group Responsible for business operation management, market development,
product manufacturing, manufacturing technology development and
integration ofproduction and services for waferglobal customers
Innovation Business Unit Responsible for new business development evaluation, R&D and
management
Internal Audit Formulate and improve the Company's internal control system, plan and
implement the auditing operations of the Company's various systems, report
regularlyand track improvements

14

II. Information on the Company's Directors, Supervisors, President, Vice Presidents, Associate Managers, and the Supervisors of All the Company's Divisions and Branch Units

(I) Directors and Supervisors

1. Directors and Supervisors (A)

April 15, 2024; Units: shares

Title
(Note 1)
Nationality
or
Registration
Location
Name Gender
Age
(Note 2)
Date of
appointm
ent
Term of
Office
Shares held
at appointment
Shares held
at appointment
At Present
Number of Shares
Held
At Present
Number of Shares
Held
Spouse & minor
shareholding
Shares
Spouse & minor
shareholding
Shares
Shares Held
in the Name of
Other Persons
Shares Held
in the Name of
Other Persons
Major
experience/academic
background

Positions
concurrently
held at the
Company and
other
companies
Other supervisory or director
roles held by spouse or
second-degree relatives:
Other supervisory or director
roles held by spouse or
second-degree relatives:
Other supervisory or director
roles held by spouse or
second-degree relatives:
Remark
(Note 3)
Number of
shares
Share-
holding
%

Number
of shares
Share-
holding
%

Number
of shares
Share-
holding
%

Number
of shares
Share-
holding
ratio
Title Name Relation
Chairman Republic
of China
Fang,
Ming-Ching
Male
61-70
years old
June 14,
2023

Three
years
8,522,888 2.23%
8,522,888
2.23% 3,903,560 1.02%
0
0.00%
Department of
Mechanical
Engineering, Cheng
Shiu Technical
College
Chairman of Kun
Hexing Brick
Manufacturing Co.,
Ltd.
Note I Directors Fang,
Ming-
Tsung
Elder
Brother
Note IX
Directors Republic
of China
Fang,
Ming-Tsung
Male
61-70
years old
June 14,
2023

Three
years
2,554,629 0.67%
2,554,629
0.67% 9,393,480 2.46%
0
0.00%
Department of Civil
Engineering, Cheng
Shiu Technical
College
Chairman of Mildex
Optics Co.,Ltd.
Note II Chairman
Fang,
Ming-
Ching
Younger
Brother
Directors Republic
of China
Zhong, Yun-Hui Male
71-80
years old
June 14,
2023

Three
years
2,225,319 0.58%
2,225,319
0.58%
0
0.00%
0
0.00%
Department of
Electronic
Engineering, China
Technical College
Plant Manager of
Rectron
Note III None None None

15

Title
(Note 1)
Nationality
or
Registration
Location
Name Gender
Age
(Note 2)
Date of
appointm
ent
Term of
Office
Shares held
at appointment
Shares held
at appointment
At Present
Number of Shares
Held
At Present
Number of Shares
Held
Spouse & minor
shareholding
Shares
Spouse & minor
shareholding
Shares
Shares Held
in the Name of
Other Persons
Shares Held
in the Name of
Other Persons
Major
experience/academic
background

Positions
concurrently
held at the
Company and
other
companies
Other supervisory or director
roles held by spouse or
second-degree relatives:
Other supervisory or director
roles held by spouse or
second-degree relatives:
Other supervisory or director
roles held by spouse or
second-degree relatives:
Remark
(Note 3)
Number of
shares
Share-
holding
%

Number
of shares
Share-
holding
%

Number
of shares
Share-
holding
%

Number
of shares
Share-
holding
ratio
Title Name Relation
Directors Republic
of China
King Mao
Investment Co.,
LTD.
Male
61-70
years old
June 14,
2023

Three
years
52,046,710 13.60% 52,121,710 13.64%
0
0.00%
0
0.00%
None
None None None None
Representative:
Lin, Hung Kang
0 0.00%
0
0.00%
0
0.00%
0
0.00%
Master of Business
Administration,
Brock College, City
University of New
York
Director and
Certified Public
Accountant of Ernst
& YoungTaiwan
Note IV None None None
Directors Republic
of China
King Mao
Investment Co.,
LTD.
Male
51-60
years old
June 14,
2023

Three
years
52,046,710 13.60% 52,121,710 13.64%
0
0.00%
0
0.00%
None
None None None None
Representative:
Lin,
Chun-Hsiang
0 0.00%
0
0.00%
3,000
0.00%
0
0.00%
M.S. Engineering
Management,
University of
Southern California
Director of Toppan
Biotech Co.,Ltd.

Director of
Toppan
Biotech Co.,
Ltd.
None None None
King Mao
Investment Co.,
LTD.
Male
52,046,710 13.60% 52,121,710 13.64%
0
0.00%
0
0.00%
Master of Business
Management, Sun
Yat-Sen University
President of Greater
China Business,
Yageo Co.,Ltd.
Note V None None None
Directors Republic
of China
Representative:
Chen,
Tso-
Ming

41-50
years old
June 14,
2023

Three
years
0 0.00%
0
0.00%
441
0.00%
0
0.00%

16

Title
(Note 1)
Nationality
or
Registration
Location
Name Gender
Age
(Note 2)
Date of
appointm
ent
Term of
Office
Shares held
at appointment
Shares held
at appointment
At Present
Number of Shares
Held
At Present
Number of Shares
Held
Spouse & minor
shareholding
Shares
Spouse & minor
shareholding
Shares
Shares Held
in the Name of
Other Persons
Shares Held
in the Name of
Other Persons
Major
experience/academic
background

Positions
concurrently
held at the
Company and
other
companies
Other supervisory or director
roles held by spouse or
second-degree relatives:
Other supervisory or director
roles held by spouse or
second-degree relatives:
Other supervisory or director
roles held by spouse or
second-degree relatives:
Remark
(Note 3)
Number of
shares
Share-
holding
%

Number
of shares
Share-
holding
%

Number
of shares
Share-
holding
%

Number
of shares
Share-
holding
ratio

Title
Name Relation
Independent
Directors
Republic
of China
Chen, Yi- Chen Male
51-60
years old
June 14,
2023

Three
years
9,975 0.00%
9,975
0.00%
0
0.00%
0
0.00%
Master of Finance
and Management,
Sun Yat-Sen
University
Vice President of
Finance, FENG
SHEHG
ENTERPRISE
COMPANY; Vice
President of F&A
and Spokesperson,
Asia Vital
Components Co.,
Ltd
Note VI None None None
Independent
Directors
Republic
of China
Fan, Liang-Fu Male
71-80
years old
June 14,
2023

Three
years
0 0.00%
0
0.00%
0
0.00%
0
0.00%
Master of Chemical
Engineering,
Oklahoma State
University, USA
Chief Operating
Officer of Hanyang
Semiconductor Co.,
Ltd.; VP of LAM
Research, USA,
Factory Director of
TI, USA, Vice
President of
HERMES-MICROV
ISION, INC., Vice
President of
Hermes-Epitek
Corporation
Vice President
of Hermes-
Epitek
Corporation,
Chairman and
President of
Genese
Intelligent
Technology
CO., LTD.

None
None None

17

Title
(Note 1)
Nationality
or
Registration
Location
Name Gender
Age
(Note 2)
Date of
appointm
ent
Term of
Office
Shares held
at appointment
Shares held
at appointment
At Present
Number of Shares
Held
At Present
Number of Shares
Held
Spouse & minor
shareholding
Shares
Spouse & minor
shareholding
Shares
Shares Held
in the Name of
Other Persons
Shares Held
in the Name of
Other Persons
Major
experience/academic
background

Positions
concurrently
held at the
Company and
other
companies
Other supervisory or director
roles held by spouse or
second-degree relatives:
Other supervisory or director
roles held by spouse or
second-degree relatives:
Other supervisory or director
roles held by spouse or
second-degree relatives:
Remark
(Note 3)
Number of
shares
Share-
holding
%

Number
of shares
Share-
holding
%

Number
of shares
Share-
holding
%

Number
of shares
Share-
holding
ratio

Title
Name Relation
Independent
Directors
Republic
of China
Chu,
Chun-Hsiung
Male
51-60
years old
June 14,
2023

Three
years
0 0.00%
0
0.00%
0
0.00%
0
0.00%
Master's degree in
Legal Studies,
National Chung
Hsing University
Leading lawyer of
Quanying
International Law
Firm
Note VII None None None
Independent
Directors
Republic
of China
Tai,Yih-Chi Male
51-60
years old
June 14,
2023

Three
years
0 0.00%
0
0.00%
0
0.00%
0
0.00%
Master of
Engineering,
University of
Toronto, Canada
President of ITIC
Note VIII None None None
  • Note 1: For institutional shareholders, the title of the institutional shareholder as well as the name of the representative shall be indicated (If it is a representative of a institutional shareholder, the name of the institutional shareholder shall be indicated). The following table should be filled out.

Note 2: Please list the actual age, and it must be expressed in intervals, such as 41-50 years old or 51-60 years old.

  • Note 3: If the chairman of the Board and the President or their equivalent (chief manager) are the same person, each other’s spouse or a relative of the first degree of kinship, the reason, reasonableness, necessity and response measures (e.g. increase in the number of independent directors, and more than half of the directors do not concurrently serve as employees or managers) shall be stated.

  • Note I: Chairman and President of the Company; Chairman and President of Pynmax Technology Co., Ltd; Director of JOYSTAR INTERNATIONAL CO., LTD.; Director of PAN-JIT ASIA INTERNATIONAL INC.; Director of PAN JIT AMERICAS, INC.; Chairman and President of Pan Jit Electronics (Wuxi) Co., Ltd.; Director of PanJIT Electronics (Beijing) Co., Ltd.; Chairman of Panjit Electronics (Shandong) Co., Ltd.; Chairman and President of PAN-JIT INTERNATIONAL (H.K.) LTD.; Director of Suzhou Grande Electronics Co., LTD.; Director of CONTINENTIAL LIMITED; Chairman of PAN JIT EUROPE GMBH; Director of DYNAMIC TECH GROUP LIMITED; President of Shenzhen Weiquan Electronics Co.,Ltd; Chairman of Pan Jit Semiconductor (Xuzhou) Co., Ltd;Director of MILDEX OPTICAL INC.; Director of MILDEX OPTICAL USA, INC.; Supervisor of King Mao Investment Co., LTD.

  • Note II: Director Representative of Pynmax Technology Co., Ltd.; Director of PAN JIT AMERICAS, INC.; Director of Pan Jit Electronics (Wuxi) Co., Ltd.; Director of PanJIT Electronics (Beijing) Co., Ltd.; Director of Suzhou Grande Electronics Co., LTD.; Vice Chairman of Shenzhen Weiquan Electronics Co.,Ltd; Chairman and President of Aide Energy (CAYMAN) Holding Co., Ltd.; Partner of AIDE Energy Europe Coöperatie U.A.; Director of AIDE ENERGY EUROPE B.V.; Chairman of EC Solar C1 SRL; Director of PANJIT Semiconductor (Xuzhou) Co., Ltd.; Chairman of Champion Microelectronic Corp.; Director of Wisdom Mega Corp.; Director of Wisdom Bright Inc.; Director of Wisdom Toprich Technology Limited; Director of Great Power Microelectronics Corp.; Chairman of Mildex Optics Co., Ltd.; Director of MILDEX ASIA Co., LTD. ; Chairman of MILDEX OPTICAL USA, INC.; Chairman and President of Mildex Technology (Wuxi) Co., LTD.; Director of SINANO TECHNOLOGY CORP.; Chairman and President of Mildex Optical (Xuzhou) Inc.; Director of MILDEX TECHNOLOGY HOLDING (CAYMAN) CO., LTD.; Director of JUMPLUS CO., LTD.; Director Representative of ALLTOP TECHNOLOGY CO., LTD.; Director Representative of EVER OHMS TECHNOLOGY CO., LTD.; Chairman of King Mao Investment Co., LTD.; Chairman of

18

Golden Champion Digital Power Corporation; Chairman of PANJIT JAPAN CO., LTD.; and Chairman of PANTOP Technology Co., Ltd.

Note III : Chairman of Shenzhen Weiquan Electronics Co.,Ltd; Director of Mildex Optical (Xuzhou) Inc.; Director of PanJit Semiconductor (Xuzhou) Co., Ltd

  • Note IV: Supervisor of Union Mechatronic Inc.; Chairman of Ernst & Young Cultural and Educational Foundation; Independent Director of O-Bank Co., Ltd.; Corporate Director Representative of GLOBE UNION INDUSTRIAL CORP; and Director of The Private Taichung Jumei Social Welfare Charity Foundation; Independent director of Johnson Health Tech. Co., Ltd.; and Independent director of Samson Holding Ltd. (Listed on the HKEX, stock No.: 531)

  • Note V : Chief Operating Officer of the Company, President of Pan Jit Semiconductor (Xuzhou) Co., Ltd, Director Representative of Champion Microelectronic Corp., and Director Representative of Great Power Microelectronics Corp., Director Representative of PANSTAR SEMICONDUCTOR CO., LTD., and Director Representative of PANTOP Technology Co., Ltd.

  • Note VI: Director, Vice President and CFO of Asia Vital Components Co., Ltd.; Director of Sentelic Corporation; Director of SHENG-SHING CORP.; Director Representative of Rayney International LTD.; Chairman of Hung Ye Investment Co., LTD.; Director Representative of ZIMAG TECHNOLOGY CO., LTD.; Chairman of Li Cheng Investment Co., LTD., Director Representative of FOSITEK CORP.; Supervisor of SteadyBeat Technology Corporation; Director Representative of PARAGON SEMICONDUCTOR LIGHTING TECHNOLOGY CO., LTD.

  • Note VII: Leading lawyer of Quanying International Law Firm, Independent director of Gloria Material Technology Corp., Independent director of D-Link Corporation, and Independent director of Huang Long Development Co., Ltd.

  • Note VIII: Chairman of CVCA Capital Management and Consulting Company, Chairman of Chengzhao Investment Co., Ltd., Chairman of Liufang Innovation Investment Co., Ltd., Director and president of InnoBridge International Capital, and Chairman of CHOICE BIOTECH INC.

  • Note IX: Due to operational and management needs, the Company’s chairman holds the concurrent position as the President to enhance the overall operating efficiency and decision execution. However, in order to improve the supervisory function of the Board of Directors, strengthen the management function, and conform to the spirit of corporate governance, the Company has the following specific measures:

  • i.Implementing BoD diversification policy: Board members shall have academic experience and expertise in accounting, law, semiconductor and other fields

  • ii.Setting up functional committees: Functional committees such as Audit Committee, Remuneration Committee and Sustainability Committee are set to assist the Board of Directors in major decisions

  • iii.Enhance the independence of the Board of Directors: All the Directors of the Company were re-elected at 2023 Regular Shareholder’s Meeting. Ten directors were elected, including 4 independent directors. There were no more than half of the directors who are also employees or managers, which is in compliance with the "Important Points for the Establishment and Exercise of Powers and Functions of the Board of Directors of Listed Companies".

19

1-1 Major shareholders of institutional shareholders

April 15, 2024

April 15, 2024 April 15, 2024
Name of institutional
shareholder(Note 1)
Major shareholders of Legal Person shareholders (Note 2)
King Mao Investment Co., LTD.
Chen, Chun-Min
Fang, Ming-Ching
Cai, Li-Xiang
Eddy Fang
Yan, Qing
Fang, Ming-Tsung
Zhuang, Guo-Chen
Siligold Technology Inc.
Fang, Shu-Ya
Fang, Shu-Ling
Fang,Shu-Qi
15 %
15%
10%
10%
10%
10%
6%
5%
5%
5%
5%

Note 1: If the directors or supervisors are a representative of a corporate shareholder, the name of the corporate shareholder shall be indicated.

Note 2: Fill in the name of the major shareholder of the corporate shareholder (the shareholding ratio accounts for the top ten) and its shareholding ratio. If its major shareholder is a corporate, the following table should be filled out.

Note 3: If a corporate shareholder is not a company or an institute, the name of the shareholder and shareholding ratio that should be disclosed in the previous disclosure is the name of the investor or donor (Please refer to the announcement of the Judicial Yuan for inquiries) and the ratio of capital contribution or donation. Donors who have passed away are marked "deceased".

1-2 Major Shareholders of Institutional Shareholders with Corporations as Their Major Shareholders


Shareholders
April 15, 2024
Name of institutional shareholder
(Note 1)
Major shareholders of institutional shareholders
(Note 2)
Siligold Technology Inc. Cai, Ming-Hui
Zhuang, Guo-Chen
50%
50%
  • Note 1: If the major shareholder in the table above is a corporate shareholder, the name of the corporate shareholder shall be indicated.

  • Note 2: Fill in the name of the major shareholder of legal person shareholder (the shareholding ratio accounts for the top ten) and its shareholding ratio.

  • Note 3: If a corporate shareholder is not a company or an institute, the name of the shareholder and shareholding ratio that should be disclosed in the previous disclosure is the name of the investor or donor (Please refer to the announcement of the Judicial Yuan for inquiries) and the ratio of capital contribution or donation. Donors who have passed away are marked "deceased".

20

2. Information of Directors and Supervisors (B)

2-1 Disclosure of Professional Qualifications of Directors and Supervisors and Independence of Independent Directors

Criteria
Name
Professional qualifications and experience (Note 1) Independence of independent directors (Note 2) Currently
serving as an
independent
director in other
public
companies
Chairman
Fang, Ming-Ching
He currently serves as Chairman and president of the
Board of Directors of the Company, can provide
extensive knowledge and management experience in the
semiconductor industry in terms of operation and
management, and has more than five years of working
experience required for the company's business, and
undergoes no matters under the provisions of Article 30
of the Company Act.







Not applicable





None
Directors
Fang, Ming-Tsung
He currently serves as Chairman of MILDEX OPTICAL
INC (stock code: 4729) and Chairman of Champion
Microelectronic Corp. (stock code: 3257), has more than
five years of work experiences required by the
company's business, and undergoes no matters as stated
in Article 30 of the Company Act.
None
Directors
Zhong, Yun-Hui
He was the plant manager of Rectron. He can provide
extensive knowledge and management experience in the
semiconductor industry in terms of operation and
management, and has more than five years of working
experience required for the company's business, and
undergoes no matters under the provisions of Article 30
of the Company Act.
None

21

Criteria
Name
Professional qualifications and experience (Note 1) Independence of independent directors (Note 2) Currently
serving as an
independent
director in other
public
companies
Directors
Representative of
King Mao
Investment Co.,
LTD.:
Lin, Hung Kang
He has a master's degree in business administration
from Brock University in New York. He used to be
a certified public accountant and chairman of Ernst
& Young. He has more than 20 years of audit work
experience. During his tenure as a director of the
company, he provided advice and guidance on
finance, taxation, auditing and business analysis. He
currently serves as an independent director of
O-Bank Co., Ltd. (stock code: 2897), Johnson
Health Tech. Co., Ltd. (stock code: 1736) and has
not violated the provisions of Article 30 of the
Company Law.

2
Directors
Representative of
King Mao
Investment Co.,
LTD.:
Lin, Chun-Hsiang
He holds a master's degree in engineering management
from the University of Southern California and has many
years of working experience in foreign semiconductor
companies, from the fields of quality management, new
business development, marketing and sales to
manufacturing operations. Currently, he serves as a
director of TOOTHFILM INC.. He can provide rich
semiconductor industry knowledge and management
experience in operation and management. He has more
than five years of work experience required for company
business, and is not involved in any of the conditions
specifiedin Article 30 ofthe CompanyLaw.
None

22

Criteria
Name
Professional qualifications and experience (Note 1) Independence of independent directors (Note 2) Currently
serving as an
independent
director in other
public
companies
Directors
Representative of
King Mao
Investment Co.,
LTD.:
Chen, Tso- Ming
He holds a master's degree in business administration
from Sun Yat-sen University. He was president of the
Greater China Business of YAGEO CORPORATION
(stock code: 2327). He is currently the chief operating
officer of the Company. He has professional abilities in
market layout and business promotion, and is not
involved in any of the conditions set forth in Article 30
of the Company Law.
None
Independent
director
Chen, Yi- Chen
He has a master's degree in Finance and Management
from Sun Yat-Sen University and has been engaged in
finance and accounting work for many years. He has
been the director of the Finance and Accounting
Department since Asia Vital Components Co., Ltd.
(stock code: 3017) was listed on September 27, 1991
(later he was promoted to vice president). He has over 20
years of financial and accounting work experience in
listed companies and has the experiences in the
operational judgment, accounting and financial analysis,
business management, industry experience, international
market, leadership, decision-making ability, etc. He
meets the requirement of having accounting or financial
expertise as a member of the Audit Committee and is
currently the convener of the Audit Committee and the
CompensationCommittee ofthe Company.

All independent directors of the Company comply with the
relevant provisions of Article 14-2 of the Securities and Exchange
Act:
I. There are no circumstances under Article 30 of the Company
Act.
II. Not a governmental, juridical person or its representative as
defined in Article 27 of the company Act
III. Not involved in the following circumstances two years before
the election and during the term of office:
(1) Employed by the Company or an affiliated business.
(2) Directors and supervisors of the company or its affiliated
enterprises.
(3) Not a natural person shareholder who holds more than -1
of issued shares or is ranked top 10 in terms of the total
quantity of shares held, including the shares held in the
name ofthe person’s spouse,minorchildren, or inthe









None

23

Criteria
Name
Professional qualifications and experience (Note 1) Independence of independent directors (Note 2) Currently
serving as an
independent
director in other
public
companies
Independent
director
Fan, Liang-Fu
Has the Master of Chemical Engineering, Oklahoma
State University, USA. Acted as Vice President of
Hermes Microvision Technology Co., Ltd. from 2004 to
2012. Currently serves as Vice President of
Hermes-Epitek Corporation. He has more than five years
of work experience required by the Company's business.
During his tenure as an independent director of the
Company, he provided rich knowledge and management
experience in the semiconductor industry.

name of others.
(4) Not a Manager (1) or a spouse, relative within the second
degree of kinship, or a linear relative within the third
degree of kinship in (2), (3).
(5) Not a director, supervisor or employee of a institutional
shareholder who directly holds more than V. of the total
number of issued shares of the Company or is ranked
top 5 in terms of the number of shares held or is a
institutional shareholder who is appointed as a director
or supervisor of the Company in accordance with
Paragraph 1 or 2 of Article 27 of the Companies Act.
(6) A director, supervisor or employee of another company
that is not controlled by the same person but not
controlled by the same person.
(7) A director (member of the governing board), supervisor
(member of the supervising board) or employee of a
companyor institution which is the sameperson or






None
Independent
director
Chu, Chun-Hsiung
He has a master's degree from the National Chung Hsing
University Law School and a lawyer's qualification. He
is currently the managing attorney of Quanying
International Law Firm. He has more than five years of
work experience required for corporate business. During
his tenure as an independent director of the company, he
provided legal strategies, management and decision
suggestions.






3

24

Criteria
Name
Professional qualifications and experience (Note 1) Independence of independent directors (Note 2) Currently
serving as an
independent
director in other
public
companies
Independent
director
Tai,Yih-Chi
He has a master's degree in engineering from the
University of Toronto, Canada, he was a fund manager,
the chief investment officer of SUNPLUS
TECHNOLOGY CO., LTD. (stock code: 2401), a
company listed in the semiconductor industry, the
president of ITIC and the person in charge of investment
firms and management consulting firms. He has more
than five years of experience in working in the business
of a company and has been providing advice on strategic
investment planning and management decision-making
during his service as an independent director of the
Company.
spouse as the chairman, President and equivalent of the
Company.
(8) Directors (member of the governing board), supervisors
(supervisors), managers or shareholders holding more
than 5% of the shares of specific companies or
institutions that have financial or business dealings with
the company.
(9) A professional individual or owner, partner, director
(member of the governing board), supervisor (member
of the supervising board), managerial officer and his/her
spouse
of
a
professional,
sole
proprietorship,
partnership, company or institution that provides audit
services to the Company or an affiliated enterprise or
has received remuneration in the 2 most recent years
exceeding NT$500,000 for business, legal, financial and
accounting related services. However, members of the
special committee on remuneration, public acquisition
review, or merger and acquisition who perform their
functions and powers in accordance with the provisions
of the Act or Business Mergers and Acquisitions Act
and other relevant regulations shall not be subject to this
provision.



















None

Note 1: Professional qualifications and experience. Describe the professional qualifications and experience of individual directors and supervisors. If they are members of the audit committee and have accounting or finance expertise, they should state their accounting or finance background and work experience. States none of the in the paragraphs of Article 30 of the Company Act applies.

Note 2: Independent directors shall state that they meet the circumstances of independence, including but not limited to whether I, my spouse, or relatives within the second degree act as directors, supervisors or employees of the Company or its affiliated companies; The number and proportion of the Company's shares held by the person, spouse, relatives within the second degree of kinship (or in the name of others); Whether to serve as a director, supervisor or employee of a company that has a specific relationship with the Company (refer to the provisions of Article 3, Paragraph 1, Subparagraphs 5 to 8 of the Regulations on the Establishment of Independent Directors of Public Companies and Matters to be Obeyed); The amount of remuneration received for providing business, legal, financial, accounting and other services to the Company or its affiliates in the last two years.

(Note) The Company and its affiliates had an appointment relationship with Mr. Chu, Chun-Hsiung and paid a total of NT$350,000 in attorney's fees during the period from June 13, 2021 to June 14, 2023 (two years retroactive from the date of election) (NT$100,000 and NT$250,000 were paid in February and November 2022, respectively). The company and its affiliated companies paid remuneration to Mr. Chu, Chun-Hsiung from June 13, 2021 to June 14, 2023, and the cumulative amount did not exceed NT$500,000.

25

2-2. Diversity and independence of the board of directors

2-2-1 Board Diversity:

In order to enhance the functions of the board of directors and improve the structure of the board of directors, the Company has formulated the "Board Diversity Policy". We also select members with diverse backgrounds and perspectives based on the Company's operation, business model and development needs. Please refer to pages 58 - 60 of the annual report for the specific management objectives and achievement of the diversity policy of the Board of Directors of the Company and the implementation of the diversity policy.

2-2-2 Independence of the Board of Directors:

The company has ten director seats in accordance with the company's articles of association, including four independent directors, accounting for 40% of the board seats, and all independent directors have served less than three terms. The board members, Chairman Fang, Ming-Ching, Director Fang, Ming-Tsung, and director Chen, Tso- Ming have employee status, accounting for 30% of the seats on the board; Chairman Fang, Ming-Ching and Director Fang, Ming-Tsung have kinship within the second degree, accounting for 20% of the seats on the board of directors. Therefore, there is no circumstance specified in Items 3 and 4 of Article 26-3 of the Securities and Exchange Act.

26

(II) President, Vice President, Senior Managers, Heads of Departments and Branches

April 15, 2024; Units: shares

Title
(Note 1)
Nationality Name Gender Date of
appointment

Shares Held

Shares Held
By Spouse Or
Minor Children
Shares Held
By Spouse Or
Minor Children
Shares Held
In The Name Of
Other Persons
Shares Held
In The Name Of
Other Persons
Shares Held
Major Work (Academic) Experience
(Note 2)

Concurrent
as
Positions in
other
companies
Any managerial officer
who is a spouse or a
relative
within the second degree
of kinship
Any managerial officer
who is a spouse or a
relative
within the second degree
of kinship
Any managerial officer
who is a spouse or a
relative
within the second degree
of kinship
Remark
(Note 3)
Number of
shares

Share-
holding
%
Number of
shares

Share-
holding
%
Number
of shares

Share-
holding
%
Title Name Relation
President Republic
of China
Fang,
Ming-Ching
Male 1994.12.03 8,522,888
2.23%
3,903,560
1.02%

0

0.00%

Department of Mechanical
Engineering, Cheng Shiu Technical
College
Chairman of Kun Hexing Brick
ManufacturingCo.,Ltd.
Note I None None None Note IV
Chief
Operating
Officer
Republic
of China
Chen, Tso-
Ming
Male 2018.08.15 0
0.00%

441

0.00%

0

0.00%

Master of Business Management,
Sun Yat-Sen University
President of Greater China
Business,Yageo Co.,Ltd.
Note II None None None
Vice
President
Germany KOENIG
ROLAND
HERBERT
Male 2019.02.11 0
0.00%

0

0.00%

0

0.00%

 MSc. in Chemistry,
Ludwig-Maximilians-University
, Munich, Germany
 Nexperia GmbH, Hamburg,
Germany, Director – Head of
Global Customer Care
 NXP Semiconductors Germany
GmbH, Hamburg, Germany,
Director - Head of Quality
Complaints BL General
Applications
None None None None
Vice
President
Republic
of China
Yang,
Chao-Chuan

Male
2017.10.01 15,475
0.00%

0

0.00%

0

0.00%

Wichita State University (Bachelor
of Marketing and Business
Administration), Friends University
MBA study
Senior Marketing Manager of IBU
and SBU,PANJIT Co.,Ltd.
None None None None

27

Title
(Note 1)
Nationality Name Gender Date of
appointment

Shares Held

Shares Held
By Spouse Or
Minor Children
Shares Held
By Spouse Or
Minor Children
Shares Held
In The Name Of
Other Persons
Shares Held
In The Name Of
Other Persons
Shares Held
Major Work (Academic) Experience
(Note 2)

Concurrent
as
Positions in
other
companies
Any managerial officer
who is a spouse or a
relative
within the second degree
of kinship
Any managerial officer
who is a spouse or a
relative
within the second degree
of kinship
Any managerial officer
who is a spouse or a
relative
within the second degree
of kinship
Remark
(Note 3)
Number of
shares

Share-
holding
%
Number of
shares

Share-
holding
%
Number
of shares

Share-
holding
%
Title Name Relation
Vice
President
Malaysia Chiew Teo
Ann
Male 2019.03.11 0
0.00%

0

0.00%

0

0.00%

 B Cs(Electronics Eng),Hanyang
Universty,Seoul
 Manufacturing Director,Osram
Opto Semiconductor(M)Sdn Bhd
 Operations Director, Infineon
Technologies(M)Sdn Bhd
None None None None
Vice
President
Republic
of China
Lin, His
(Resigned
on June 9,
2023)
Male 2022.05.10 1,000
0.00%

25,000

0.01%

0

0.00%

Master of Industrial Engineering,
National Tsing Hua University
Senior Manager of Actron
Technology Corporation
None None None None
Vice
President
South Korea Yeo, Woon-
Young
Male 2023.10.02 12,000
0.00%

0

0.00%

0

0.00%

Yonsei University Industrial
engineering Master's degree
Onsemi Director
None None None None
Chief
Strategy
Officer
Republic
of China
Li, Xue-Han
(Notes)

Male
2018.04.09 0
0.00%

0

0.00%

0

0.00%

Master of George Washington
University
Alcatel Asia Pacific Chief Financial
Officer; Zyxel Communications
Corp. European Chief Operating
Officer; Vice President of Hermes
Microvision Technology Co., Ltd.;
President of Lien Chang Electronic
Enterprise Co.,Ltd.
Corporate
Director
Representati
ve of
Pynmax
Technology
Co., Ltd.
None None None
Chief
Accounting
Officer
Accounting
Supervisor,
Head of
Corporate
Governance)

Republic
of China
Hsieh,
Pai-Cheng
Male 2000.09.01 0
0.00%

0

0.00%

0

0.00%

Master’s Degree at the Accounting
Institute of Chung Cheng University
Senior Manager of Auditing, Ernst
& Young Taiwan



Note III
None None None

28

Title
(Note 1)
Nationality Name Gender Date of
appointment

Shares Held

Shares Held
By Spouse Or
Minor Children
Shares Held
By Spouse Or
Minor Children
Shares Held
In The Name Of
Other Persons
Shares Held
In The Name Of
Other Persons
Shares Held
Major Work (Academic) Experience
(Note 2)

Concurrent
as
Positions in
other
companies
Any managerial officer
who is a spouse or a
relative
within the second degree
of kinship
Any managerial officer
who is a spouse or a
relative
within the second degree
of kinship
Any managerial officer
who is a spouse or a
relative
within the second degree
of kinship
Remark
(Note 3)
Number of
shares

Share-
holding
%
Number of
shares

Share-
holding
%
Number
of shares

Share-
holding
%
Title Name Relation
Chief
Financial
Officer
(Financial
supervisor)
Republic
of China
Shen,
Ying-Hsiu
Female 1999.05.04 164,504
0.04%
2,285,710
0.60%

0

0.00%

Master’s Degree at the Research
Institute, University of Texas, USA
Yufu Securities Commissioner
Supervisor
of Pynmax
Technology
Co., Ltd.
None None None

(Note) Li, Xue-Han’s title of Chief Strategy Officer was changed on April 1, 2024.

  • Note 1: President, Vice President, Senior Managers, Heads of Departments and Branches shall be included. And any position equivalent to President, Vice President, or Senior Managers, regardless of job title, should also be disclosed.

Note 2: Experience relevant to the current position. If one has worked in a audit firm or related company during the previous disclosure period, one should state the job title and the responsible position. Note 3: If the Chairman of the Board and the President or their equivalent (chief manager) are the same person, each other’s spouse or a relative of the first degree of kinship, the reason, reasonableness,

necessity and response measures (e.g. increase in the number of independent directors, and more than half of the directors do not concurrently serve as employees or managers) shall be stated: Note I: Please refer to Note I on page 18 of this annual report.

Note II : Please refer to NoteⅤ on page 19 of this annual report.

Note III: Supervisor of Pynmax Technology Co., Ltd.; Supervisor of Pan Jit Electronics (Wuxi) Co., Ltd.; Supervisor of PanJIT Electronics (Beijing) Co., Ltd.; Supervisor of Panjit Electronics (Shandong) Co., Ltd.; Supervisor of Panjit Electronics (Qufu) Co.,Ltd; Supervisor of Suzhou Grande Electronics Co., LTD.; Director of Aide Energy (CAYMAN) Holding Co., Ltd.; Director of Zibo Micro Commercial Components Corp.; Supervisor of Panstar Semiconductor Co., Ltd.; and Supervisor of PANTOP Technology Co., Ltd.

Note IV: Please refer to Note IX on page 19 of this Annual Report.

29

III. Remuneration Paid During the Most Recent Year to Directors, Supervisors, President, and Vice Presidents

(I) Remuneration to Directors and Independent Directors

Units: NT$ thousands

Job title Name Directors remuneration Directors remuneration Directors remuneration Directors remuneration Directors remuneration Directors remuneration Directors remuneration Directors remuneration Percentage of the total sums
of A, B, C and D to net
income after text
(Note 10)
Percentage of the total sums
of A, B, C and D to net
income after text
(Note 10)
Relevant remuneration received by dir Relevant remuneration received by dir Relevant remuneration received by dir Relevant remuneration received by dir ectors who are also employees ectors who are also employees ectors who are also employees ectors who are also employees Ratio of total compensation
(A+B+C+D+E+F+G) to net
income (%) (Note 10)
Ratio of total compensation
(A+B+C+D+E+F+G) to net
income (%) (Note 10)
Compensation
paid to
directors from
an invested
company other
than the
Company’s
subsidiaries or
parent
company
(Note 11)
Base compensation (A)
(Note 2)
Severance pay and pension
(B)
Directors compensation (C)
(Note 3)
Business execution expenses
(D)
(Note 4)
Salaries, bonuses, and
special expenses (E) (Note 5)
Severance pay and pension (F) Employee compensation (D) (Note 6)
The
Company
All
companies
listed in this
financial
report
(Note 7)
The
Company
All
companies
listed in this
financial
report
(Note 7)
The
Company
All
companies
listed in this
financial
report
(Note 7)
The
Company
All
companies
listed in this
financial
report
(Note 7)
The
Company
All
companies
listed in this
financial
report
The
Company
All companies
listed i
n this financial
report
(Note 7)
The
Company
All
companies
listed in the
financial
statements
(Note 7)
The Company All Companies
Consolidated Entities
(Note 7)
The
Company
All
companies
listed in this
financial
report
Cash
Amount
Amount
of
shares
Cash
Amount
Stock
Amount
Directors Fang,
Ming-Ching
0 2,320 0 0 12,995 12,995 340 460 13,335
1.62%
15,775
1.92%
13,742 33,287 304 304 5,848 0 5,848 0 33,229
4.05%
55,214
6.73%
4,596
Fang,
Ming-Tsung(Note 1)
(Appointed on June
14,2023)
ZHONG, YUN-HUI
Corporate
Director and its
Representative
King Mao Investment
Co., LTD.
Fang,
Ming-Tsung(Note 1)
(Dismissed on June
14,2023)
Lin, Hung Kang
Lin,
Chun-Hsiang
(Appointed on June
14,2023)
Chen,
Tso- Ming
(Appointed on June
14,2023)
Independent
Directors
Chen, Yi- Chen 0 0 0 0 3,500 3,500 240 240 3,740
0.46%
3,740
0.46%
0 0 0 0 0 0 0 0 3,740
0.46%
3,740
0.46%
0
Fan, Liang-Fu
Chen, Shi-Zhen
(Dismissed on June
14, 2023)
Chu,
Chun-Hsiung
(Appointed on June
14,2023)
Tai,Yih-Chi
(Appointed on June
14, 2023)
1. Description
Board of Dir
2. In addition t
(Note) )of
of the policies, systems,
ectors in accordance wi
o those disclosed in the
the annual report.
standards and structure of the remuneration packages of independent directors and their correlations with the amount of remuneration paid, taking i
th the provisions of Article 16 of the Company’s articles of association, referencing the industry’s usual standards. Each person receives a fixed amo
above table, the remuneration received by the directors of the Company in the most recent year for providing services (such as serving as a consulta
nto account their responsibilities, risks and time commitment: The remuneration policy for independent directors of the Company is determined by the
unt of director remuneration in accordance with the independent director remuneration standards passed by the board of directors on May 10, 2022.
nt for non-employees of the parent company / all companies listed in the financial report / transfer investment enterprises, etc.): Please refer to pages25

30

Range of remuneration

Range of Remuneration Paid
to Directors
Name Name of director of director
Sum of the first 4 items(A+B+C+D) Sum of the first 7 items(A+B+C+D+E+F+G)
The Company (Note 8) All Companies
listed in the financial statements
(Note9)H
The Company (Note 8) Parent company and all
reinvested businesses
(Note9)I
Less than NT$1,000,000 Fang, Ming-Ching,
Fang, Ming-Tsung,
Zhong, Yun-Hui,
Lin, Hung Kang,
Lin, Chun-Hsiang,
Chen, Tso- Ming,
Chu, Chun-Hsiung,
Tai,Yih-Chi,
Chen Shizhen
Fang, Ming-Ching,
Zhong, Yun-Hui,
Lin, Hung Kang,
Lin, Chun-Hsiang,
Chen, Tso- Ming,
Chu, Chun-Hsiung,
Tai,Yih-Chi,
Chen Shizhen
Zhong, Yun-Hui,
Lin, Hung Kang,
Lin, Chun-Hsiang,
Chu, Chun-Hsiung,
Tai,Yih-Chi,
Chen Shizhen
Zhong, Yun-Hui,
Lin, Hung Kang,
Lin, Chun-Hsiang
Chu, Chun-Hsiung,
Tai,Yih-Chi,
Chen Shizhen
NT$1,000,000 (inclusive) –
2,000,000(non-inclusive)
Chen, Yi- Chen,
Fan,Liang-Fu
Chen, Yi- Chen,
Fan,Liang-Fu
Chen, Yi- Chen,
Fan,Liang-Fu
Chen, Yi- Chen,
Fan,Liang-Fu
NT$2,000,000 (inclusive) –
3,500,000 (non-inclusive)
None Fang, Ming-Tsung None None
NT$3,500,000 (inclusive) –
5,000,000 (non-inclusive)
None None None None
NT$5,000,000 (inclusive) –
NT$10,000,000 (non-inclusive)
None None Fang, Ming-Ching,
Fang, Ming-Tsung,
Chen, Tso-Ming
None
NT$10,000,000 (inclusive) –
15,000,000(non-inclusive)
King Mao Investment Co., LTD. King Mao Investment Co., LTD.
King Mao Investment Co., LTD.
King Mao Investment Co., LTD.,
Chen,Tso- Ming
NT$15,000,000 (inclusive) –
30,000,000(non-inclusive)
None None None Fang, Ming-Ching,
Fang,Ming-Tsung
NT$30,000,000 (inclusive) –
50,000,000 (non-inclusive)
None None None None
NT$50,000,000 (inclusive) –
100,000,000 (non-inclusive)
None None None None
NT$100,000,000 and above None None None None
Total 12 people 12 people 12 people 12 people

31

  • Note 1: The names of the Directors shall be listed separately (For corporate shareholders, the title of the corporate shareholder as well as the name of the representative shall be indicated), and the names of the general Directors and independent Directors shall be listed separately, and the amount of remuneration paid to them shall be disclosed collectively. If the director is also the President or Vice President, please fill in this form and the following table (3-1), or table (3-2-1) and (3-2-2).

  • Note 2: Refers to the remuneration of directors in the most recent year (including directors’ salary, job bonus, severance payment, various bonuses, incentives, etc.).

  • Note 3: It refers to bonus distributed to directors upon approval by the Board of Directors in the most recent year.

  • Note 4: It refers to business expenses paid to directors in the most recent f year (including transport, special expenses, various allowances, accommodation, and provision of physical items such as vehicles) If housing, vehicle or other means of transportation, or personal expenses are provided, the nature and cost of the asset provided, the rental calculated based on the actual cost or the fair market value, fuel, and other payments shall be disclosed. If a driver is provided, disclose compensation paid to the driver in a note; however, do not calculate such as part of executive compensation.

  • Note 5: Remuneration for directors concurrently holding positions (including President, Presidents, vice presidents, other managerial officers, or employees) in the Company shall include salaries, job remuneration, severance pay, various bonuses, rewards, transportation allowance, special expenses, various allowances, accommodation, and provision of physical items such as vehicles. If housing, vehicle or other means of transportation, or personal expenses are provided, the nature and cost of the asset provided, the rental calculated based on the actual cost or the fair market value, fuel, and other payments shall be disclosed. If a driver is provided, disclose compensation paid to the driver in a note; however, do not calculate such as part of executive compensation. Salary expenses recognized under IFRS 2 - “Share-based Payment”, including employee stock warrant, new restricted employee shares, and participation in subscription of stocks in cash capital increase, shall also be included in the calculation of remuneration.

  • Note 6: Refers to those who have received employee remuneration (including stocks and cash) from concurrent directors (including concurrently serving as President, Vice President, other managers and employees) in the most recent year. The amount of employee remuneration approved by the Board of Directors in the most recent year shall be disclosed. If it is not possible to estimate, the proposed distribution amount for this year shall be calculated based on the actual distribution amount last year, and the attached table 1-3 shall be filled out.

  • Note 7: The total amount of remuneration paid to directors of the Company by all companies (including the Company) as listed in the financial statements shall be disclosed.

  • Note 8: The name of individual director shall be disclosed in the remuneration ranges to which the amount of remuneration paid to individual director by the Company correspond, respectively.

  • Note 9: The name of individual director shall be disclosed in the remuneration ranges to which the amount of remuneration paid to individual director by all the companies (including the Company) listed in the financial statements correspond, respectively.

  • Note 10: Net income refers to that in the latest parent-only or individual financial statements.

  • Note 11: a. Remuneration received by the president and vice presidents of the Company from investee companies other than subsidiaries or parent company shall be specified (If none, please fill in "None").

  • b. If the directors of the Company receive remuneration from investee companies other than subsidiaries or parent company, the remuneration received by the directors of the Company from investee companies other than subsidiaries or parent company shall be included in Column E in the Remuneration Range Table, and the column heading shall be changed to "Parent company and all investee companies."

  • c. Remuneration in this case refers to remuneration, bonuses (including employee, director, or supervisor bonuses), and allowances received by the directors of the Company as the directors, supervisors, or managerial officers of invested companies other than subsidiaries or parent Company.

  • The remuneration disclosed in this table is different from the concepts stipulated in the Income Tax Act. The purpose of this table is for information disclosure, not taxation

  • (Note 1) Mr. Fang Minzong was elected as a natural person director during the director re-election on June 14, 2023. He was originally the corporate director representative of King Mao Investment Co., LTD.

  • (Note 2) As of the publication date of the annual report, the director's remuneration received by directors and the employee remuneration received by them as a part-time employee as listed in this table have not yet been approved by the board of directors.

32

(II) Remuneration for the President and Vice Presidents

Units: NT$ thousands

Position title Name Salary (A)
(Note 2)
Salary (A)
(Note 2)
Severance pays and
pension (B)
Severance pays and
pension (B)
Bonuses and
special expenses (C)
(Note 3)
Bonuses and
special expenses (C)
(Note 3)
Employee compensation (D)
(Note 4)
Employee compensation (D)
(Note 4)
Employee compensation (D)
(Note 4)
Employee compensation (D)
(Note 4)
Percentage of the total
sums of A, B, C and D to
net income after text (%)
(Note 8)
Percentage of the total
sums of A, B, C and D to
net income after text (%)
(Note 8)
Compensation
paid to directors
from an invested
company other
than the
Company’s
subsidiaries or
parent company.
(Note 9)
The
Company
All
companies
listed in this
financial
report.
(Note 5)

The
Company
All
companies
listed in this
financial
report.
(Note 5)

The
Company
All
companies
listed in this
financial
report.
(Note 5)

The Company
All Companies
listed in this
financial report.
(Note 5)
The
Company
All
companies
listed in this
financial
report
Cash
Amount

Number
of shares
Amount
of cash
Number
of shares
President Fang,
Ming-Ching
32,294 44,238 512 512 300 4,399 10,882 0 10,882 0 43,988
5.36%
60,031
7.31%
12
Vice President
(Chief Operating
Officer)
Chen,
Zuo-Ming
Vice President Koenig Roland
Herbert
Vice President Yang,
Zhao-Quan
Vice President Chiew Teo Ann
Vice President Lin Xi
(Note 1)
Vice President Yeo,
Woon-Young
(Note 2)
Chief Strategy
Officer
Li, Xue-Han
(Note 3)

*Regardless of job title, all positions equivalent to President or Vice President (for example: president, chief executive officer, director... etc.) should be disclosed.

Note: As of the publication date of the annual report, the employee remunerations received by the managers as listed in this table have not yet been approved by the board of directors. (Note 1) Vice President Lin, His resigned on June 9, 2023.

(Note 2) Vice President Yeo, Woon-Young took office on October 2, 2023.

(Note 3) Li, Xue-Han’s title of Chief Strategy Officer was changed on April 1, 2024.

33

Range of remuneration

Range of remuneration paid to the president and vice
presidents
Name of President and Vice Presidents Name of President and Vice Presidents
The Company (Note 6) Parent company and all
reinvested businesses
(Note 7)E
Less than NT$1,000,000 None None
NT$1,000,000 (inclusive) - 2,000,000 (non-inclusive) Lin, His Lin, His
NT$2,000,000 (inclusive) - 3,500,000 (non-inclusive) Yang, Chao-Chuan,
Yeo, Woon-Young
Yang, Chao-Chuan,
Yeo, Woon-Young
NT$3,500,000 (inclusive) - 5,000,000 (non-inclusive) None None
NT$5,000,000 (inclusive) - NT$10,000,000
(non-inclusive)
Fang, Ming-Ching,
Li, Xue-Han,
Chen, Tso- Ming,
Chiew Teo Ann,
Koenig Roland Herbert
Chiew Teo Ann,
Koenig Roland Herbert
NT$10,000,000 (inclusive) - 15,000,000 (non-inclusive) None Chen, Tso- Ming,
Li,Xue-Han
NT$15,000,000 (inclusive)-30,000,000 (non-inclusive) None Fang,Ming-Ching
NT$30,000,000 (inclusive)-50,000,000 (non-inclusive) None None
NT$50,000,000 (inclusive) - 100,000,000 (non-inclusive) None None
NT$100,000,000 and above None None
Total 8people 8people
  • Note 1: The names of the President and Vice President shall be listed separately, and the names of the President and Vice President

  • shall be listed separately, and the amount of remuneration paid to them shall be disclosed collectively. If the director is also the President or Vice President, please fill in this form and the above table (1-1), or (1-2-1) and (1-2-2).

  • Note 2: Salary, job allowance, and severance pay paid to the president and vice presidents in the most recent year.

  • Note 3: It includes the amount of various bonuses, rewards, transport fees, special expenses, various allowances, accommodation, provision of physical items such as vehicles, and other types of remuneration for President, Presidents, and vice presidents in the most recent year. If housing, vehicle or other means of transportation, or personal expenses are provided, the nature and cost of the asset provided, the rental calculated based on the actual cost or the fair market value, fuel, and other payments shall be disclosed. If a driver is provided, disclose compensation paid to the driver in a note; however, do not calculate such as part of executive compensation. Salary expenses recognized under IFRS 2 - “Share-based Payment”, including employee stock warrant, new restricted employee shares, and participation in subscription of stocks in cash capital increase, shall also be included in the calculation of remuneration.

  • Note 4: The names of the Directors shall be listed separately, and the names of the general Directors and independent Directors shall be listed separately, and the amount of remuneration paid to them shall be disclosed collectively. If it is not possible to estimate, the proposed distribution amount for this year shall be calculated based on the actual distribution amount last year, and the attached table 1-3 shall be filled out.

  • Note 5: Total remuneration in various items paid out to this Company's President, Presidents and vice presidents by all companies (including this Company) listed in the consolidated statement shall be disclosed.

  • Note 6: The name of President, Presidents, and vice presidents shall be disclosed in the remuneration ranges to which the amount of remuneration paid to President, each President and each vice president by the Company correspond, respectively.

  • Note 7: The name of President, Presidents, and vice presidents shall be disclosed in the remuneration ranges to which the amount of remuneration paid to President, each President and each vice president by all the companies (including the Company) listed in the financial statements correspond, respectively.

  • Note 8: Net income refers to that in the latest parent-only or individual financial statements.

  • Note 9: a. Remuneration received by the president and vice presidents of the Company from investee companies other than

  • subsidiaries or parent company shall be specified (If none, please fill in "None").

34

(III) Names of managerial officers who receive employee bonus, and distribution of employee bonus

Units: NT$thousands Units: NT$thousands
Title
(Note 1)
Name
(Note 1)
Amount of
shares
Amount of
cash
Total Ratio of total amount
to net income (%)
M
a
n
a
g
e
r
i
a
l
O
f
f
i
c
e
r
President Fang, Ming-Ching 0
4,818 4,818 0.59%
Vice President
(Chief
Operating

Chen, Tso- Ming
~~Offi~~
~~)~~
Vice President
Koenig Roland
Herbert
Vice President Yang, Chao-Chuan
Vice President Chiew, Teo Ann
Vice President Lin, His
(Resigned on June 9,
2023)
Vice President Yeo, Woon-Young
(Took office on
October 2, 2023)
Chief Strategy
Officer
LI, XUE-HAN
(Position adjustment on
April 1, 2024)
Controller
(Accounting
Supervisor,
Head of
Corporate
Governance)

Hsieh, Pai-Cheng
Chief Financial
Officer
(Financial
supervisor)
Shen, Ying-Hsiu
  • (Note) As of the publication date of the annual report, the employee remunerations received by the managers as listed in this table have not yet been approved by the board of directors.

  • Note 1: Individual names and titles should be disclosed. However, the profit distribution can be revealed in a summary.

  • Note 2: The names of the managerial officers shall be listed separately, and the amount of remuneration paid to them shall be disclosed collectively. If it is not possible to estimate, the proposed distribution amount for this year shall be calculated based on the actual distribution amount last year. Net income refers to that for the most recent year; where the IFRS Standards are adopted, net income refers to that in the latest parent-only or individual financial statements.

  • Note 3: Based on March 27, 2003, Tai-Cai-Zheng-San-Zi No. 0920001301 Letter, the scope of applicable managers is as follows:

  • (1) President and equivalent

  • (2) Vice President and equivalent

  • (3) Associate Manager and equivalent

  • (4) Head of Finance Department

  • (5) Head of Accounting Department

  • (6) Other persons who have the right to manage affairs and sign for the Company

  • Note 4: If the director, President and Vice President receive employee compensation (including stocks and cash), in addition to table 1-2, this table should be filled out.

35

  • (IV) Separately compare and describe total remuneration, as a percentage of net income stated in the parent Company only financial reports or individual financial reports, as paid by this Company and by each other Company included in the consolidated financial statements during the past 2 years to directors, supervisors, Presidents, and vice presidents, and analyze and describe remuneration policies, standards, and packages, the procedure for determining

remuneration, and its linkage to operating performance and future risk exposure.

Title 2023 2022
The
Company
All companies listed in
this financial report
The
Company
All companies listed in
this financial report
Directors 9.87% 14.50% 5.72% 7.72%
Presidents and Vice
Presidents
  • 1.Analysis of the proportion of the total remuneration paid by the Company and all companies in the consolidated statements to the Company’s directors, president and vice presidents in the net profit after tax of parent Company only or individual financial reports in the most recent two years:

  • (1) In terms of the total amount of remuneration paid, the total amount of remuneration paid by the Company and all companies in the consolidated statements to the Company's directors, presidents and vice presidents in 2023 was NT$80,957 thousands and NT$118,985 thousands. Compared with NT$100,460 thousands and NT$135,726 thousands in 2022, a decrease of NT$19,503 thousands and NT$16,741 thousands respectively. The main reason is that the Company's profit in 2023 decreased compared with that in 2022 and that the remuneration of directors, employee remuneration and bonuses of the president and vice president were adjusted based on the Company's operating performance.

  • (2) In terms of the difference in proportions, the total remuneration paid by the Company and all companies in the 2023 consolidated statement to the Company's directors, president and vice presidents accounted for 9.87% and 14.50% of the net profit of individual financial reports after tax, an increase of 5.72% and 7.72% over 2022. The main reason is that one vice president and one director who also serves as concurrently a employee were employed in 2023 and the salary of the president and vice president is fixed and relatively high, so total remuneration of the above-mentioned managers were decreased while their pure income after tax was increased.

  • Policies, standards, and packages for payment of remuneration, the procedures for determining remuneration, and its connection to business performance and future risk exposure:

(1) Directors:

The Company’s director’s remuneration is in accordance with the Article of Association, Article 16: “The remuneration of all directors, regardless of profit or loss, may be agreed upon by the authorized board meeting according to the usual standards of the industry” and Article 19: “If the Company makes profits during the year, no more than 2% should be

36

proposed for directors’ remuneration. The proposal shall be drafted and reviewed by the Remuneration Committee in consideration of the participation in the Company’s operations, contribution value and overall Company operating performance.

The Company conducts performance assessment on board members every year in accordance with the "Board of Directors and Functional Committee Performance Assessment Measures". It is incorporated to evaluate individual performance achievement and contribution to company performance and served as referencing basis. Directors’ performance appraisal indicators include six major aspects: mastery of company goals and tasks, awareness of directors’ responsibilities, participation in company operations, internal relation management and communication, directors’ professional and continuing education, and internal control.

  • (2) Presidents and Vice Presidents:

The salary and compensation of the Company’s President and Vice President refer to the common level of the industry's payment level and consider the time invested by the individual, the responsibilities, degrees of achieving personal goals, performance in other positions, the Company's salary and compensation to the same position in recent years, and the Company’s overall operating conditions, etc. Also, the Company’s Articles of Association, Article 19: "If the Company makes a profit during the year, no less than 6% shall be allocated for employee compensation" shall be followed.

The Company's remuneration process has taken into account the performance evaluation results of the president and deputy presidents. Evaluation indicators include financial indicators (such as the Company’s revenue achieving rate, etc.) and non-financial indicators (such as practice of the Company’s five core values and operational management capabilities, etc.)

The performance assessment and remuneration of the directors, president, and vice president of the Company are reviewed by the Remuneration Committee and submitted to the Board of Directors for discussion, and review the remuneration system on time based on the actual operating conditions and relevant laws and regulations, to seek sustainable the Company’s balanced control of operation and risks.

37

IV. The state of the Company's implementation of corporate governance

(I) Operation of the Board of Directors

A total of 7 (A) Board of Directors' meeting were held in the most recent year with the following attendance records from directors:

Title Name (Note 1) Actual
presence
(attendance)
Times B
Delegated
presence
Times
Rate of
Attendance
in Person
(%)[B/A]
(Note 2)
Remark
Chairman Fang,Ming-Ching 7 0 100.00% Re-elected on June 14,2023
Director Fang,
Ming-Tsung(Note)
3 0 100.00% Re-elected on June 14, 2023,
attending the meeting of the
board of directors for 3 times
in total during his tenure
Director ZHONG,
YUN-HUI
7 0 100.00% Re-elected on June 14, 2023
Director King Mao
Investment Co.,
LTD.
Representative:
Fang,
Ming-Tsung(Note)
4 0 100.00% Resigned on June 14, 2023,
attending the meeting of the
board of directors for 4 times
in total during his tenure
Director King Mao
Investment Co.,
LTD.
Representative:
Lin, Hung Kang
7 0 100.00% Re-elected on June 14, 2023
Director King Mao
Investment Co.,
LTD.
Representative:
Lin, Chun-Hsiang
3 0 100.00% Re-elected on June 14, 2023,
attending the meeting of the
board of directors for 3 times
in total during his tenure
Director King Mao
Investment Co.,
LTD.
Representative:
Chen, Tso-Ming
3 0 100.00% Re-elected on June 14, 2023,
attending the meeting of the
board of directors for 3 times
in total during his tenure
Independent
director
Chen, Yi- Chen 7 0 100.00% Re-elected on June 14, 2023
Independent
director
Fan, Liang-Fu 7 0 100.00% Re-elected on June 14, 2023
Independent
director
Chu, Chun-Hsiung 3 0 100.00% Re-elected on June 14, 2023,
attending the meeting of the
board of directors for 3 times
in total during his tenure
Independent
director
Tai,Yih-Chi 3 0 100.00% Re-elected on June 14, 2023,
attending the meeting of the
board of directors for 3 times
in total during his tenure
Independent
director
Chen, Shi-Zhen 4 0 100.00% Relieved on June 14, 2023,
attending the meeting of the
board of directors for 4 times
in total during his tenure
(Note) Mr. Fang, Ming-Tsung was elected as a natural person director during the director re-election on June 14, 2023. He was originally the corporate director
representative of King Mao Investment Co., LTD..

38

Other mandatory items:

  • I. If any of the following applies to the operation of Board of Directors, the date and session of the Board of Directors' meeting, the content of proposals, independent directors’ opinions and the Company's actions in response to independent directors’ opinions shall be stated.

  • 1.Items listed in Article 14-3 of the Securities and Exchange Act: The Company has established an Audit Committee, the provision of Article 14-3 shall not apply according to the provision of Article 14-5. For relevant information, please refer to the Operations of Audit Committee of the annual report on pages 42 - 45.

  • 2.Other than the matters mentioned above, other resolutions on which the independent directors have dissenting or reserved opinions: None.

  • II. With regard to the recusal of independent directors from voting due to conflict of interests, the name of independent directors, the content of proposals, reasons for recusal due to conflict of interests and participation in voting shall be stated:

Board
date
Name of director Proposal Reasons for Recusal Participation in Voting
January
13, 2023
Chairman Fang,
Ming-Ching
Director Fang,
Ming-Tsung
Proposal of
the
Company's
2022
Managerial
Officers
Annual
Bonus
When discussing the annual
bonus for directors who are
also managerial officers
(employees), the relevant
stakeholders have avoided
conflict of interest in
accordance with
regulations.
The proposal was approved
without objection after
consulting all the directors
present by the (acting) chairman
(Chairman FANG, Ming-Ching
and Director FANG,
Ming-Tsung have avoided
conflict of interest and there
were 6 directors present)
May 9,
2023
Chairman Fang,
Ming-Ching
Director Fang,
Ming-Tsung
Proposal of
2022
employee
bonus amount
to the
Company’s
managerial
officers.
When discussing the
amount of 2022 employee
bonus for directors who are
also managerial officers
(employees), the relevant
stakeholders have avoided
conflict of interest in
accordance with
regulations.
The proposal was approved
without objection after
consulting all the directors
present by the (acting) chairman
(Chairman Fang, Ming-Ching
and Director Fang, Ming-Tsung
have avoided conflict of interest
and there were 6 directors
present)
May 9,
2023(Note)
Chairman Fang,
Ming-Ching
Director Fang,
Ming-Tsung
Director Lin,
Hung Kang
Director Zhong,
Yun-Hui
Approval of
2022 director
bonus
distribution
plan
When discussing the
remuneration for directors,
the relevant stakeholders
have avoided conflict of
interest in accordance with
regulations.
The proposal was approved
without objection after
consulting all the directors
present by the (acting) chairman
(Chairman Fang, Ming-Ching,
Director Fang, Ming-Tsung,
Director Lin, Hung Kang, and
Director ZHONG, YUN-HUI
have avoided conflict of interest
and there were 6 directors
present)
August 8,
2023
Chairman Fang,
Ming-Ching
Director Fang,
Ming-Tsung
Director Chen,
Tso- Ming
Proposal of
salary
adjustment
for the
Company’s
managerial
officers
When discussing the salary
adjustment for directors
who are also managerial
officers (employees), the
relevant stakeholders have
avoided conflict of interest
in accordance with
regulations.
The proposal was approved
without objection after
consulting all the directors
present by the (acting) chairman
(Chairman Fang, Ming-Ching,
Director Fang, Ming-Tsung, and
Director Chen, Tso- Ming have
avoided conflict of interest and
there were 9 directors present)

(Note) The payment method and the amount of the remuneration to the independent directors of the Company for 2022 complied with the regulations on the remuneration of independent directors as approved by the Board of Directors on May 10, 2022, so it is unnecessary to avoid the interests.

39

III. Assessment of the Board of Directors and various functional committees:

The Company performs an annual performance evaluation of the functional committees of the Board of Directors. The evaluation of the current year was from January 1 to December 31, 2023, and the evaluation results were reported at the Board of Directors' meeting held on March 8, 2024.

1. Board performance assessment:

Assessment
Scope
Assessment
Method
Assessment content Assessment Result
Overall board
performance
evaluation
Board of
directors
self-assessment
1. The degree of participation in the
Company's operations
2. Improvement in the quality of decision
making by the Board of Directors
3. The composition and structure of the
Board of Directors
4. Election and continuing education of the
Directors
5. Internal controls
The overall evaluation
score was above standard.
The result shows that the
overall operation of the
board of directors of the
Company is still perfect,
which is in line with the
spirit of corporate
governance.
Performance
assessment of
individual board
members
Board member
self-assessment
1. Their grasp of the Company's goals and
missions
2. Their recognition of director's duties
3. Their degree of participation in the
Company's operations
4. Their management of internal relationships
and communication
5. Their professionalism and continuing
professional education
6. Internal controls
The overall average score
was above standard. The
result shows that the
directors of the Company
have positive comments on
the efficiency and
effectiveness of the
operation of various
assessment indicators.
2.Functional committees performance evaluation:
Assessment
Scope
Assessment
Method
Assessment content Assessment Result
Audit
committee
performance
evaluation
Internal
self-evaluation
of the audit
committee
1. The degree of participation in the
Company's operations
2. Their recognition of the duties of the
functional committee
3. Improvement in the quality of decision
making by the functional committee
4. The composition of the functional
committee, and election and appointment
of committee members
5. Internal controls
The overall average score
was above standard. The
result shows that the audit
committee members of the
Company have positive
comments on the efficiency
and effectiveness of the
operation of various
assessment indicators.
Remuneration
Committee
performance
evaluation
Internal
self-evaluation
of the
Remuneration
Committee
1. The degree of participation in the
Company's operations
2. Their recognition of the duties of the
functional committee
3. Improvement in the quality of decision
making by the functional committee
4. The composition of the functional
committee, and election and appointment
of committee members
5. Internal controls
The overall average score
was above standard. The
result shows that the
remuneration committee
member of the Company
have positive comments on
the efficiency and
effectiveness of the
operation of various
assessment indicators.

(Note) The evaluation results are divided into three levels: above the standard (100–91 points), up to the standard (90–81 points), and to be improved (80 points or less).

IV. Goals for enhancing the functions of the Board of Directors (such as establishing an Audit Committee or increasing information transparency) for the current year and most recent year as well as the assessment of the actions implemented:

  1. Actively assist directors to complete refresher courses to continuously enrich new knowledge and enhance professional knowledge and legal literacy.

40

  1. In order to improve the structure of the board of directors, the Company has formulated the "Board Diversity Policy" in accordance with the "Code of Practice on Governance of Listed Companies".

  2. In order to enhance the functions of the board of directors and strengthen the operation efficiency of the board of directors, the "Measures for the Performance Evaluation of the Board of Directors and Functional Committees" has been formulated. In accordance with the regulations, the internal board, Remuneration Committee and audit committee performance evaluation shall be carried out at least once a year, and report the evaluation results to the board of directors.

  3. In order to assist directors in performing their duties and enhance the effectiveness of the board, "Standard Operating Procedures for Handling Directors' Requests" has been established.

  4. 5.The company has completed the establishment of a functional committee - the Sustainability Committee on January 26, 2024, with the chairman and all independent directors serving as committee members.

Note 1: If the directors and supervisors are legal persons, the names of the legal person shareholders and their representatives shall be disclosed.

  • Note 2: (1) If directors or supervisors resign before the end of the year, the date of resignation should be included in the notes. The actual attendance (%) shall be calculated based on the number of meetings held by the Board of Directors and the actual presence (attendance) during the term of service.

  • (2) In case any seat of director or supervisor has been re-elected before the end of the year, both the previous and current director or supervisor shall be filled, and the Remarks column shall indicate whether a director or supervisor was from a previous term, new, or re-appointed, and the date of re-election. The director's percentage of attendance in person (%) shall be calculated based on the number of Board of Directors' Meetings held and the actual attendance in person during his/her term of office.

41

(II) Operation of Audit Committee

The Audit Committee held 5 meetings (A) in the most recent year. The attendance of

independent directors is as follows:

Title Name Name Attendance
in person (B)
Attendance
by proxy

Percentage of
attendance
in person (%)
(B/A)(Note 1,2)

Percentage of
attendance
in person (%)
(B/A)(Note 1,2)
Remark Remark


Independent
director
(Convener)
Chen, Yi- Chen 5 0 100.00% Cooperation of re-election
and reappointment of
directors on June 14, 2023

Independent
director
Fan, Liang-Fu 5 0 100.00% Cooperation of re-election
and reappointment of
directors on June 14,2023

Independent
director
Chu, Chun-Hsiung 2 0 100.00% Cooperation of re-election
and appointment of
directors on June 14,
2023; the audit committee
held a total of 2 times
duringhis tenure.

Independent
director
Tai,Yih-Chi 2 0 100.00% Cooperation of re-election
and appointment of
directors on June 14,
2023; the audit committee
held a total of 2 times
duringhis tenure.

Independent
director
Chen, Shi-Zhen 3 0 100.00% Cooperation of re-election
and relief of directors on
June 14, 2023; the audit
committee held a total of
3 times duringhis tenure.



Other mandatory items:
I. If any of the following applies to the operations of the Audit Committee, the audit committee meeting date, period,
content of proposals, independent directors' objections, reservations or major recommendations, the results of the
audit committee's resolutions, and the Company's handling of the audit committee's opinions should be stated..
(I) Items listed in Article 14-5 of the Securities and Exchange Act:
Audit
committee
Session & date
Proposal
Audit committee
Voting results
Corporation's
responses to the
comments of the
Audit Committee
The 17th
meeting of
the 2nd term
January 13,
2023
1. The provision of non-confirmation services by
Ernst & Young and its affiliates.
All Members of the
Audit Committee
present voted in favor
of the resolution
without objections on
January13,2023.
All Directors present
voted in favor of the
resolution without
objections.
Audit
committee
Session & date
Proposal Audit committee
Voting results
Corporation's
responses to the
comments of the
Audit Committee
The 17th
meeting of
the 2nd term
January 13,
2023
1. The provision of non-confirmation services by
Ernst & Young and its affiliates.
All Members of the
Audit Committee
present voted in favor
of the resolution
without objections on
January13,2023.
All Directors present
voted in favor of the
resolution without
objections.

42

Audit
committee
Session & date
Proposal Audit committee
Voting results
Corporation's
responses to the
comments of the
Audit Committee
The 18th
meeting of
the 2nd term
March 10,
2023
1. 2022 Business Report and Financial
Statements of the Company.
2. 2022 Profit Distribution of the Company.
3. Independence evaluation and appointment and
remuneration of certified accountants of the
Company.
4. Review of 2022 "Internal Control System
Effectiveness" and "Statement on Internal
Control System."
5. The suspension of the capital increase through
private common stock approved at the 2022
Annual Regular Shareholders’ Meeting.
All Members of the
Audit Committee
present voted in favor
of the resolution
without objections on
March 10, 2023.
All Directors present
voted in favor of the
resolution without
objections.
The 19th
meeting of
the 2nd term
May 9, 2023
1. 2023 Q1 Financial Statements of the
Company
2. The company’s thirteenth base date for
cancellation of treasury shares repurchased
and capital reduction.
All Members of the
Audit Committee
present voted in favor
of the resolution
without objections on
May9,2023.
All Directors present
voted in favor of the
resolution without
objections.
The 1st
meeting of
the 3rd term
August 8,
2023
1. 2023 Q2 Financial Statements of the
Company
All Members of the
Audit Committee
present voted in favor
of the resolution
without objections on
August 8,2023.
All Directors present
voted in favor of the
resolution without
objections.
The 2nd
meeting of
the 3rd term
November 9,
2023
1. 2023 Q3 Financial Statements of the
Company
2. FY2024 Internal Audit Plan of the Company.
3. Amendments to the “Internal Control System”
and the “Implementation Rules for Internal
Audit” of the Company
4. The amendment to the Company's
"Procedures for Prevention of Insider Trading
Management".
5. The Companyloans to its subsidiaries.
All Members of the
Audit Committee
present voted in favor
of the resolution
without objections on
November 9, 2023.
All Directors present
voted in favor of the
resolution without
objections.

None of the above proposals has any dissenting opinions, reservations or major suggestions issued by independent directors.

(II) Except the aforementioned matters, other resolutions approved by two-thirds or more of all the directors but yet to be approved by the Audit Committee: None.

II. Execution process where the independent director abstain from begin a stakeholder, the name of the director, the content of proposal, the reason of abstinence and the results of the voting should be stated: None.

43



III. Communication among Independent Directors, internal audit Supervisors, and CPAs (including important matters,
methods, and results of the Company's finance and operations):
1. Communication between independent directors and Internal Auditing Officer:
The internal audit Director of the Company quarterly reported the audit reports to independent directors in the
Audit Committee meetings,communicatingthe results of the audit report.
Auditing officer
Meetingdate
Content of the communication
Communication Methods
Results
The 18th meeting
of
the 2nd term
March 10, 2023
1. 2022 Q4 Internal Audit Report.
2. Review of 2022 "Internal
Control System Effectiveness"
and "Statement on Internal
Control System."
Attend to reports and
discuss related issues
It has been reported or
approved by the Audit
Committee.
The 19th meeting
of
the 2nd term
May9,2023
1. 2023 Q1 internal audit report.
Attend to reports and
discuss related issues
It has been fully
communicated and reported
at the Audit Committee.
The 1st meeting
of
the 3rd term
August 8,2023
1. 2023 Q2 internal audit report.
Attend to reports and
discuss related issues
It has been fully
communicated and reported
at the Audit Committee.
The 2st meeting
of
the 3rd term
November 9,
2023
1. 2023 Q3 internal audit report.
2. FY2024 Internal Audit Plan of
the Company.
3. Amendments to the “Internal
Control System” and the
“Implementation Rules for
Internal Audit” of the
Company
Attend to reports and
discuss related issues
It has been reported or
approved by the Audit
Committee.
*The above communication matters have been submitted to the report of the board of directors or passed the resolution on the
same day after the audit committee report or deliberation.
2. Communication between independent directors and CPAs:
In addition to discussions with independent directors on matters such as the review and audit results of the
quarterly financial statements in the audit committee every year. Irregularly, the certified accountants of the
Company also participate in the audit committee and the board of directors to provide professional consultation
and suggestions for the decision-making of the Company's major resolutions.
CPA
Meetingdate
Content of the communication
COMMUNICATION
METHODS
Results
The 18th meeting
of
the 2nd term
March 10, 2023
2022 Business Report and
Financial Statements of the
Company.
Attend to consult, discuss,
and recommend on the
related issues.
It has been fully
communicated and
approved by the Audit
Committee and Board of
Directors.
III. Communication among Independent Directors, internal audit Supervisors, and CPAs (including important matters,
methods, and results of the Company's finance and operations):
1. Communication between independent directors and Internal Auditing Officer:
The internal audit Director of the Company quarterly reported the audit reports to independent directors in the
Audit Committee meetings,communicatingthe results of the audit report.
Auditing officer
Meetingdate
Content of the communication
Communication Methods
Results
The 18th meeting
of
the 2nd term
March 10, 2023
1. 2022 Q4 Internal Audit Report.
2. Review of 2022 "Internal
Control System Effectiveness"
and "Statement on Internal
Control System."
Attend to reports and
discuss related issues
It has been reported or
approved by the Audit
Committee.
The 19th meeting
of
the 2nd term
May9,2023
1. 2023 Q1 internal audit report.
Attend to reports and
discuss related issues
It has been fully
communicated and reported
at the Audit Committee.
The 1st meeting
of
the 3rd term
August 8,2023
1. 2023 Q2 internal audit report.
Attend to reports and
discuss related issues
It has been fully
communicated and reported
at the Audit Committee.
The 2st meeting
of
the 3rd term
November 9,
2023
1. 2023 Q3 internal audit report.
2. FY2024 Internal Audit Plan of
the Company.
3. Amendments to the “Internal
Control System” and the
“Implementation Rules for
Internal Audit” of the
Company
Attend to reports and
discuss related issues
It has been reported or
approved by the Audit
Committee.
*The above communication matters have been submitted to the report of the board of directors or passed the resolution on the
same day after the audit committee report or deliberation.
2. Communication between independent directors and CPAs:
In addition to discussions with independent directors on matters such as the review and audit results of the
quarterly financial statements in the audit committee every year. Irregularly, the certified accountants of the
Company also participate in the audit committee and the board of directors to provide professional consultation
and suggestions for the decision-making of the Company's major resolutions.
CPA
Meetingdate
Content of the communication
COMMUNICATION
METHODS
Results
The 18th meeting
of
the 2nd term
March 10, 2023
2022 Business Report and
Financial Statements of the
Company.
Attend to consult, discuss,
and recommend on the
related issues.
It has been fully
communicated and
approved by the Audit
Committee and Board of
Directors.
III. Communication among Independent Directors, internal audit Supervisors, and CPAs (including important matters,
methods, and results of the Company's finance and operations):
1. Communication between independent directors and Internal Auditing Officer:
The internal audit Director of the Company quarterly reported the audit reports to independent directors in the
Audit Committee meetings,communicatingthe results of the audit report.
Auditing officer
Meetingdate
Content of the communication
Communication Methods
Results
The 18th meeting
of
the 2nd term
March 10, 2023
1. 2022 Q4 Internal Audit Report.
2. Review of 2022 "Internal
Control System Effectiveness"
and "Statement on Internal
Control System."
Attend to reports and
discuss related issues
It has been reported or
approved by the Audit
Committee.
The 19th meeting
of
the 2nd term
May9,2023
1. 2023 Q1 internal audit report.
Attend to reports and
discuss related issues
It has been fully
communicated and reported
at the Audit Committee.
The 1st meeting
of
the 3rd term
August 8,2023
1. 2023 Q2 internal audit report.
Attend to reports and
discuss related issues
It has been fully
communicated and reported
at the Audit Committee.
The 2st meeting
of
the 3rd term
November 9,
2023
1. 2023 Q3 internal audit report.
2. FY2024 Internal Audit Plan of
the Company.
3. Amendments to the “Internal
Control System” and the
“Implementation Rules for
Internal Audit” of the
Company
Attend to reports and
discuss related issues
It has been reported or
approved by the Audit
Committee.
*The above communication matters have been submitted to the report of the board of directors or passed the resolution on the
same day after the audit committee report or deliberation.
2. Communication between independent directors and CPAs:
In addition to discussions with independent directors on matters such as the review and audit results of the
quarterly financial statements in the audit committee every year. Irregularly, the certified accountants of the
Company also participate in the audit committee and the board of directors to provide professional consultation
and suggestions for the decision-making of the Company's major resolutions.
CPA
Meetingdate
Content of the communication
COMMUNICATION
METHODS
Results
The 18th meeting
of
the 2nd term
March 10, 2023
2022 Business Report and
Financial Statements of the
Company.
Attend to consult, discuss,
and recommend on the
related issues.
It has been fully
communicated and
approved by the Audit
Committee and Board of
Directors.
III. Communication among Independent Directors, internal audit Supervisors, and CPAs (including important matters,
methods, and results of the Company's finance and operations):
1. Communication between independent directors and Internal Auditing Officer:
The internal audit Director of the Company quarterly reported the audit reports to independent directors in the
Audit Committee meetings,communicatingthe results of the audit report.
Auditing officer
Meetingdate
Content of the communication
Communication Methods
Results
The 18th meeting
of
the 2nd term
March 10, 2023
1. 2022 Q4 Internal Audit Report.
2. Review of 2022 "Internal
Control System Effectiveness"
and "Statement on Internal
Control System."
Attend to reports and
discuss related issues
It has been reported or
approved by the Audit
Committee.
The 19th meeting
of
the 2nd term
May9,2023
1. 2023 Q1 internal audit report.
Attend to reports and
discuss related issues
It has been fully
communicated and reported
at the Audit Committee.
The 1st meeting
of
the 3rd term
August 8,2023
1. 2023 Q2 internal audit report.
Attend to reports and
discuss related issues
It has been fully
communicated and reported
at the Audit Committee.
The 2st meeting
of
the 3rd term
November 9,
2023
1. 2023 Q3 internal audit report.
2. FY2024 Internal Audit Plan of
the Company.
3. Amendments to the “Internal
Control System” and the
“Implementation Rules for
Internal Audit” of the
Company
Attend to reports and
discuss related issues
It has been reported or
approved by the Audit
Committee.
*The above communication matters have been submitted to the report of the board of directors or passed the resolution on the
same day after the audit committee report or deliberation.
2. Communication between independent directors and CPAs:
In addition to discussions with independent directors on matters such as the review and audit results of the
quarterly financial statements in the audit committee every year. Irregularly, the certified accountants of the
Company also participate in the audit committee and the board of directors to provide professional consultation
and suggestions for the decision-making of the Company's major resolutions.
CPA
Meetingdate
Content of the communication
COMMUNICATION
METHODS
Results
The 18th meeting
of
the 2nd term
March 10, 2023
2022 Business Report and
Financial Statements of the
Company.
Attend to consult, discuss,
and recommend on the
related issues.
It has been fully
communicated and
approved by the Audit
Committee and Board of
Directors.
CPA
Meetingdate
Content of the communication COMMUNICATION
METHODS
Results
The 18th meeting
of
the 2nd term
March 10, 2023
2022 Business Report and
Financial Statements of the
Company.
Attend to consult, discuss,
and recommend on the
related issues.
It has been fully
communicated and
approved by the Audit
Committee and Board of
Directors.

44

The 19th meeting
of
the 2nd term
May 9, 2023
2023 Q1 Financial Statements of
the Company
Attend to consult, discuss,
and recommend on the
related issues.
It has been fully
communicated and
approved by the Audit
Committee and Board of
Directors.
The 1st meeting
of
the 3rd term
August 8, 2023
2023 Q2 Financial Statements
of the Company
Attend to consult, discuss,
and recommend on the
related issues.
It has been fully
communicated and
approved by the Audit
Committee and Board of
Directors.
The 2nd meeting
of
the 3rd term
November 9,
2023
2023 Q3 Financial Statements
of the Company
Attend to consult, discuss,
and recommend on the
related issues.
It has been fully
communicated and
approved by the Audit
Committee and Board of
Directors.

IV. The annual work focus of the Audit Committee of the Company:

  1. Fair representation of the Company's financial statements.

  2. Selection (dismissal), remuneration, and independence of certified accountants.

  3. Assessment of the effectiveness of an internal control system.

  4. Development or amendment of internal control systems.

  5. Significant capital loans, endorsements or guarantees, assets or derivatives transactions.

  6. Note 1: If independent directors resign before the end of the year, the date of resignation should be included in the notes. The actual attendance (%) shall be calculated based on the number of meetings held by the Audit Committee and the actual presence during the term of service.

  7. Note 2: If independent directors are re-elected before the end of the year, new and former independent directors shall be listed accordingly and the "Remark" column shall indicate whether the status of an independent director is “Former”, “New” or “Re-elected” and the date of re-election. Percentage of attendance in person (%) shall be calculated based on the number of meetings held by the Audit Committee and the actual number of meetings attended during his/her term of office.

45

(III) Implementation of corporate governance, discrepancies between its implementation and the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies, and reasons for such discrepancies

Assessment Items Status of implementation(Note 1) Status of implementation(Note 1) Status of implementation(Note 1) Discrepancies between its
implementation and the
Corporate Governance Best
Practice Principles for
TWSE/TPEx Listed
Companies, and reasons for
such discrepancies
Yes No Summary and Explanation
I. Has the Company formulated and disclosed its
corporate governance best practice principles in
accordance with the Corporate Governance Best
Practice Principles for TWSE/TPEx Listed
Companies?
The Company has formulated and disclosed its corporate
governance best practice principles in accordance with the
Corporate Governance Best Practice Principles for
TWSE/TPEx Listed Companies and disclose on the public
information observatory.

No differences
II. Shareholder structure and shareholders' rights and
interest
(I) Has the Company established an internal operating
procedure for handling matters related to
shareholders' recommendations, doubts, disputes and
lawsuits, and implemented them accordingly?
(II) Does the Company maintain a list of major
shareholders who have actual control over the
Company and persons who have ultimate control
over the major shareholders?
(III)Has the Companyestablished and implemented



(I) The Company has formulated the "Measures for
Handling Suggestions and Representations of
Stakeholders" to handle matters such as shareholders'
suggestions and implement them in accordance with
the procedures.
(II) In accordance with Article 25 of the Securities and
Exchange Act, the Company reports monthly on the
Market Observation Post System website the changes
in the shareholdings of insiders, including directors,
managers and shareholders whose shares exceed 10%.
(III)The Companyhas formulated the "Regulations

No differences
No differences
No differences

46

Assessment Items Status of implementation(Note 1) Status of implementation(Note 1) Status of implementation(Note 1) Discrepancies between its
implementation and the
Corporate Governance Best
Practice Principles for
TWSE/TPEx Listed
Companies, and reasons for
such discrepancies
Yes No Summary and Explanation
risk control and firewall mechanisms among its
affiliated companies?
(IV) Has the Company formulated internal regulations
that prohibit insiders of the Company from trading
securities using undisclosed information in the
market?
Related to Financial Business between Related
Parties" and "Administrative Measures for
Subsidiaries" to implement risk control with related
enterprises.
(IV) The Company has formulated "internal material
information processing procedures" and "prevent
insider trading management procedures” to avoid
improper disclosure of information and to prohibit
insiders such as company directors or employees from
using undisclosed information on the market to trade
the Company’s securities forprofit.

No differences
III. Composition and responsibilities of Board of
Directors
(I) Does the board of directors formulate a diversity
policy, specific management objectives and
implement them?
(I) In order to enhance the functions of the board of
directors and improve the structure of the board of
directors, the Company has formulated the "Board
Diversity Policy". We also select members with diverse
backgrounds and perspectives based on the Company's
operation, business model and development needs. The
10 members of the current board of directors of the







No differences

47

Assessment Items Status of implementation(Note 1) Status of implementation(Note 1) Status of implementation(Note 1) Discrepancies between its
implementation and the
Corporate Governance Best
Practice Principles for
TWSE/TPEx Listed
Companies, and reasons for
such discrepancies
Yes No Summary and Explanation
(II) Has the Company voluntarily established other
functional committees, other than the Remuneration
Committee and Audit Committee that are established
in accordance with the law?
(III) Did the Company stipulate regulations for
assessing the performance of the Board and the
process of assessment, conduct performance
appraisals on an annual basis on a regular basis, and
submit the results of theperformance appraisal to the



Company are composed of industry professionals with
professional
backgrounds,
skills
and
industrial
experience in semiconductor industry, taxation and
accounting, and law. Please refer to pages 21 - 25 of
this annual report). All were male Taiwanese, with an
average age of about 62.
Please refer to Note 2. for the specific management
objectives and implementation of the Company's Board
of Directors Diversity Policy.
(II) In addition to the Remuneration Committee and audit
committee established by law, the company's board of
directors approved the establishment of a Sustainability
Committee as a functional committee on January 26,
2024. Please refer to page 67-68 of this annual report
for its operation.
(III) On November 11, 2016, the board of directors of the
Company passed the "Measures for the Performance
Evaluation of the Board of Directors", and since 2016,
at the end of each year, the performance evaluation of
the board of directors of the currentyear will be

















No differences
No differences

48

Assessment Items Status of implementation(Note 1) Status of implementation(Note 1) Status of implementation(Note 1) Discrepancies between its
implementation and the
Corporate Governance Best
Practice Principles for
TWSE/TPEx Listed
Companies, and reasons for
such discrepancies
Yes No Summary and Explanation
Board? Are the results used as reference for the
remuneration of individual Directors and the
nomination for re-appointment?
(IV) Does the Company regularly evaluate the
independence of CPAs?
implemented. In addition, in line with the planning
content of the new version of the corporate governance
blueprint of the competent authority, and the revision of
the Securities and Exchange Law and its related
sub-laws, on January 25, 2019, the Board of Directors
approved the revision of the "Measures for the
Performance Evaluation of the Board of Directors",
which was renamed as "Performance Evaluation of the
Board of Directors and Functional Committees".
For the evaluation and implementation status of the
Board of Directors and various functional committees
in 2023, please refer to pages 40 of the annual report.
(IV)The Company's president's Office, with reference to
the "Statement of Ethics No. 10" and Article 47 of the
CPA Act, has prepared the "Accountant Independence
Evaluation Form" to evaluate the independence of the
accountants on a yearly basis and to request the
accountants to issue a statement of independence and
provide information on the Audit Quality Indicator
Information(AQIs)and topresent it to the Audit
















No differences

49

Assessment Items Status of implementation(Note 1) Status of implementation(Note 1) Status of implementation(Note 1) Discrepancies between its
implementation and the
Corporate Governance Best
Practice Principles for
TWSE/TPEx Listed
Companies, and reasons for
such discrepancies
Yes No Summary and Explanation
Committee and the Board of Directors for discussion on
the independence and suitability of the accountants. The
latest assessment of the independence of certified
accountants was discussed and approved by the Audit
Committee and the Board of Directors on March 8,
2024.
For the independent assessment items and assessment
results of accountants, please refer to Note 3.





IV. Does the TWSE/TPEx listed company have a
suitable and appropriate number of corporate
governance personnel and appoint a corporate
governance officer to be in charge of corporate
governance related matters (including but not
limited to supplying information requested by the
directors and supervisors for the execution of their
duties, assisting the directors and supervisors in
compliance with legal regulations, handling
matters related to board meetings and
shareholders’ meetings and preparing minutes of
board meetings and shareholders’ meetings)?

The Company designates the president's office as a special
unit, responsible for corporate governance related affairs.
It is supervised by the corporate governance supervisor.
The main business responsibilities and promotion of this
unit are described as follows:
1. Plan and implement the convening of the board of
directors and various functional committees, including:
scheduling the agenda, sending the meeting notice at
least seven days before the meeting to provide sufficient
discussion information for members to understand the
content of the proposal, and send minutes of
proceedings within 20 days after the meeting,so that


No differences

50

Assessment Items Status of implementation(Note 1) Status of implementation(Note 1) Status of implementation(Note 1) Discrepancies between its
implementation and the
Corporate Governance Best
Practice Principles for
TWSE/TPEx Listed
Companies, and reasons for
such discrepancies
Yes No Summary and Explanation
members can know the results of each resolution.
2. Plan and implement the annual shareholders' meeting
matters, including: registering the date of the
shareholders' meeting within the time limit specified by
law, making and submitting meeting notices, annual
reports, proceedings manuals and proceedings.
3. Plan and execute board and functional committee
performance evaluation matters.
4. Continue to pay attention to various corporate
governance regulations announced by the competent
authorities to develop and plan appropriate
organizational structures and company systems.
5. Plan director training courses, hire external lecturers to
teach at home, and continue to provide director training
course information, and assist with registration and
other tasks.
6. Evaluate and purchase suitable director and manager
liability insurance, and report the insurance-related
content to the board of directors.
7. Report to the board of directors the results of their

51

Assessment Items Status of implementation(Note 1) Status of implementation(Note 1) Status of implementation(Note 1) Discrepancies between its
implementation and the
Corporate Governance Best
Practice Principles for
TWSE/TPEx Listed
Companies, and reasons for
such discrepancies
Yes No Summary and Explanation
review of thequalifications of independent directors.
V. Has the Company established channels of
communication with stakeholders (including but
not
limited
to
shareholders,
employees,
customers, and suppliers), dedicated a section of
the Company's website for stakeholder affairs and
adequately responded to stakeholders' inquiries on
material corporate social responsibility (CSR)
issues?







The Company has set up a stakeholder area on the
Company's website with a complaint mailbox and a
complaint window to serve as a communication channel
with stakeholders in order to appropriately respond to
important corporate social responsibility issues of concern
to employees, customers, suppliers, government agencies,
shareholders/investors, distributors, local communities and
other stakeholders.
The identity of the stakeholders, issues of concern,
communication channels and response methods identified
by the Company should be reported to the board of
directors at least once ayear.

No differences
VI. Does the Company commission a professional
shareholder services agency to handle
shareholders meetings and other relevant affairs?
The Company has commissioned a professional stock
affair agency to manage Shareholders meetings and other
relevant affairs.
No differences
VII. Information disclosure
(I) Has the Company established a website to disclose
information on financial operations and corporate
governance?
(I)The Company established a website
(www.panjit.com.tw)to disclose information on
financial operations and corporategovernance.
No differences

52

Assessment Items Status of implementation(Note 1) Status of implementation(Note 1) Status of implementation(Note 1) Discrepancies between its
implementation and the
Corporate Governance Best
Practice Principles for
TWSE/TPEx Listed
Companies, and reasons for
such discrepancies
Yes No Summary and Explanation
(II) Has the Company adopted other means of
information disclosure (such as establishing a
website in English, appointing specific personnel to
collect and disclose company information,
implementing a spokesperson system, and disclosing
the process of investor conferences on the
Company’s website)?
(III) Has the Company published and report its annual
financial report within two months after the end of a
year, and publish and report its financial reports for
the first, second and third quarters as well as its
operating status for each month before the specified
deadline.

(II)The Company has an English website, and a
designated person is responsible for the collection and
disclosure of company information. And set up a
spokesperson and proxy spokesperson system in
accordance with the law; In addition, the Company's
website also has a special area for legal person
briefings, and the relevant information of the legal
person will be placed on the Company's website.
(III) The Company's 2023 financial report was approved
by the board of directors on March 8, 2024, and the
announcement was completed within the prescribed
time limit.
The financial report from the first quarter to the third
quarter of 2023 and the operating conditions of each
month are all completed within the prescribed time
limit.
No differences
The Company will continue to
evaluate and cooperate with the
Company's
needs
and
the
regulations of the competent
authorities.
VIII. Does the Company provide other important
information that can help establish a better
understanding of the state of corporate
governance(includingbut not limited to
1. Employee rights and employee care:
The company has always treated its employees with
honesty and integrity, and followed the relevant labor
laws and regulations toprotect the legal rights of
No differences

53

Assessment Items Status of implementation(Note 1) Status of implementation(Note 1) Status of implementation(Note 1) Discrepancies between its
implementation and the
Corporate Governance Best
Practice Principles for
TWSE/TPEx Listed
Companies, and reasons for
such discrepancies
Yes No Summary and Explanation
employee rights, employee care, investor
relations, supplier relations, stakeholders’
rights, continuing education among directors
and supervisors, implementation of risk
management policies and risk measurement
standards, implementation of customer
policies, and purchase of liability insurance
for directors and supervisors of the
Company)?
employees, and established a good relationship of
mutual trust and reliance with employees through a
welfare system and a good education and training
system to stabilize their lives.
2. Investor Relations:
The Company has established a system of
spokespersons and deputy spokespersons to handle
investors' proposals and other issues, hold at least two
institutional investors' conferences every year, and
disclosed relevant information on the company's
official website.
3. Supplier Relations:
The Company has always maintained a good
relationship with the suppliers.
4. Stakeholders’ Rights:
Stakeholders can communicate with the Company and
put forward suggestions through the special mailbox for
suggestions and complaints to safeguard their
legitimate rights and interests.
5. ContinuingEducation and Trainingof Directors:

54

Assessment Items Status of implementation(Note 1) Status of implementation(Note 1) Status of implementation(Note 1) Discrepancies between its
implementation and the
Corporate Governance Best
Practice Principles for
TWSE/TPEx Listed
Companies, and reasons for
such discrepancies
Yes No Summary and Explanation
All directors of the Company have academic
backgrounds and practical experiences in business
management applicable to the business scope of the
Company and continue to study according to actual
needs, please refer to Note 4.
6. Implementation of risk management policies and risk
measurement standards:
Various internal regulations are formulated in
accordance with the law, and various risk management
and assessment are carried out.
7. Implementation of customer policies:
The Company maintains a stable and good relationship
with its customers to create profits for the Company.
8. The Company purchases liability insurance for
directors:
The Company has renewed the director's and managers'
liability insurance on March 8, 2023.
9. Situation of training of corporate governance supervisor,
accounting supervisor and audit supervisor: please
refer to Note 4.

55

Assessment Items Status of implementation(Note 1) Status of implementation(Note 1) Status of implementation(Note 1) Discrepancies between its
implementation and the
Corporate Governance Best
Practice Principles for
TWSE/TPEx Listed
Companies, and reasons for
such discrepancies
Yes No Summary and Explanation
10. Circumstances of obtaining the relevant certificates
and licenses specified by the competent authority for
the personnel related to the transparency of financial
information of the Company:
The Company's accounting supervisor has the
certificate of accountant of the Republic of China.
11. In order to prevent insider trading, protect investors
and safeguard the Company's rights and interests, the
Board of Directors approved the revision of the
"Procedures for Prevention of Insider Trading
Management" on November 9, 2023, which
stipulates that directors are prohibited from trading in
the Company's shares during the closing period of 30
days prior to the announcement of the annual
financial report and 15 days prior to the
announcement of the quarterly financial report. In
November 2023, the board of directors announced
the date and schedule of the 2024 board of directors
meeting, and also reminded the closing period of
eachquarter's financial report toprevent directors

56

Assessment Items Assessment Items Status of implementation(Note 1) Status of implementation(Note 1) Status of implementation(Note 1) Status of implementation(Note 1) Discrepancies between its
implementation and the
Corporate Governance Best
Practice Principles for
TWSE/TPEx Listed
Companies, and reasons for
such discrepancies
Yes No Summary and Explanation
from accidentallyviolatingthis standard.
IX. Improvements made in the most recent year in response to the results of corporate governance assessment conducted by the Corporate Governance Center
of the Taiwan Stock Exchange Corporation, and prioritized matters and measures to be improved upon for matters that have not been improved.
In accordance with the results of the ninth Company corporate governance assessment released by the Securities and Futures Institute of Taiwan Corporate
Governance Association, present the improvement andpriorities and measures in the future as follows:
Metric category
Question number and index content (or overview)
Improvements and future enhancement
priorities and measures
Strengthen the
structure and operation
of the board of
directors
Question number: 2.14
Indicator content: Does the Company establish functional committees other
than statutory ones, such as nomination committee, risk management
committee, or sustainability committee, with at least three members, more than
half of whom are independent directors, and one or more of whom possesses
the professional competence required for such committees, and disclose their
composition,duties,and operation?
The company's board of directors approved
the establishment of the Sustainability
Committee as a functional committee on
January 26, 2024. The chairman serves as
the convener and all independent directors
serve as members. They meet at least once
ayear.
Improving information
transparency
Question number: 3.12
Indicator content: Does the company's annual report disclose a specific and
clear dividend policy?
The company's board of directors has
approved the formulation of a clear
dividend policy in the company's articles of
association on March 8, 2024, and plans to
submit it to the FY 2024 annual
shareholders' meetingfor discussion.
Metric category Question number and index content (or overview) Improvements and future enhancement
priorities and measures
Strengthen the
structure and operation
of the board of
directors
Question number: 2.14
Indicator content: Does the Company establish functional committees other
than statutory ones, such as nomination committee, risk management
committee, or sustainability committee, with at least three members, more than
half of whom are independent directors, and one or more of whom possesses
the professional competence required for such committees, and disclose their
composition,duties,and operation?
The company's board of directors approved
the establishment of the Sustainability
Committee as a functional committee on
January 26, 2024. The chairman serves as
the convener and all independent directors
serve as members. They meet at least once
ayear.
Improving information
transparency
Question number: 3.12
Indicator content: Does the company's annual report disclose a specific and
clear dividend policy?
The company's board of directors has
approved the formulation of a clear
dividend policy in the company's articles of
association on March 8, 2024, and plans to
submit it to the FY 2024 annual
shareholders' meetingfor discussion.

Note 1: No matter whether you tick “Yes” or “No”, the operation status should be stated in the summary description field.

57

Note 2: The specific management objectives and achievement of the diversity policy of the Board of Directors of the Company and the implementation of the diversity policy are as follows:

  • (1)The specific management objectives and achievement of the Board Diversity Policy:
Managementgoals Achievement Description
The number of directors who are employees of the Company
should not exceed one-third of the number of directors
Achieved Only three of the ten members of the Company’s current Board of Directors are employees of the
Company (30%),which does not exceed one-third of the number of directors.
To recruit at least one director each with financial and legal
professional background, skills or industrial experience.
Achieved The company's independent director Mr. Chen, Yi- Chen is the chief financial officer and director of Asia
Vital Components Co., Ltd. (stock code: 3017). Director Mr. Lin, Hung Kang is the former director of
Ernst & Young and a certified public accountant. They both have professional background in finance and
accounting; the independent director Mr. Chu, Chun-Hsiung is the presiding lawyer of Quanying
International Law Firm,and has aprofessional background in law.
Age distribution is even. Achieved Among the ten members of the Board of Directors of the Company, there are 4 directors aged under 60
(40%), 4 directors aged between 61 and 70 (40%) and 2 directors aged 71 or above (20%), and there is
no concentration of more than 50% of directors in terms of age distribution.
The consecutive term of independent directors should not
exceed three consecutive terms
Achieved The consecutive terms of the four independent directors of the current board of directors of the Company
have not exceeded three consecutive terms

(2) The Board Diversity Policy is disclosed on the Company’s website and annual report.

Aspect 1: Basic Components

Aspect 1: Basic Components
Title Name Nationality Gender Concurrent
Employees
of the
Company
Distribution of independent
directors'seniority
Age distribution of directors
Less than
3 years
3-9
years
9 years or
more
60 years old
or under
61-70
years old
71 years old
or above
Chairman Fang, Ming-Ching Republic
of China
Male Not applicable
Directors Fang, Ming-Tsung Republic
of China
Male Not applicable
Directors ZHONG, YUN-HUI Republic
of China
Male Not applicable
Directors Representative of King Mao
Investment Co., LTD.Co., LTD.:
Lin,HungKang
Republic
of China
Male Not applicable
Directors Representative of King Mao
Investment Co., LTD.Co., LTD.:
Lin,Chun-Hsiang
Republic
of China
Male Not applicable

58

Title Name Nationality Gender Concurrent
Employees
of the
Distribution of independent
directors'seniority
Less than
3-9
9 years or
Distribution of independent
directors'seniority
Less than
3-9
9 years or
Distribution of independent
directors'seniority
Less than
3-9
9 years or
Age
60 years old
distribution of
61-70
distribution of
61-70
directors
71 years old
directors
71 years old
Company 3 years years
more
or under years old or above
Directors Representative of King Mao
Investment Co., LTD.Co., LTD.:
Chen,Tso- Ming
Republic
of China
Male Not applicable
Independent
director
Chen, Yi- Chen Republic
of China
Male
Independent
director
Fan, Liang-Fu Republic
of China
Male
Independent
director
Chu, Chun-Hsiung Republic
of China
Male
Independent
director
Tai,Yih-Chi Republic
of China
Male
Aspect 2: Background Experience
nepenent
director
Independent
director
Chu, Chun-Hsiung
Tai,Yih-Chi
Aspect 2: Background Experience
epuc
of China
Republic
of China
Male
Male



Professional skills Industrial experience
Title Name Professional
background
Business
decision and
management
Financial
analysis and
decision
Legal practice Manufacturing
industry
Tax/investment
management
Services
Legal
affair
service
Chairman Fang, Ming-Ching
Directors Fang, Ming-Tsung
Directors Zhong, Yun-Hui
Representative of King Mao
Directors Investment Co., LTD.:
Lin,HungKang
Representative of King Mao
Directors Investment Co., LTD.:
Lin,Chun-Hsiang
Representative of King Mao
Directors Investment Co., LTD.:
Chen,Tso- Ming
Independent
director
Chen, Yi- Chen
Independent
director
Fan, Liang-Fu

59

Title Name Professional
background
Professional skills Industrial experience Industrial experience
Business
decision and
management
Financial
analysis and
decision
Legal practice Manufacturing
industry
Tax/investment
management
Services
Legal
affair
service
Independent
director
Chu, Chun- Hsiung
Independent
director
Tai,Yih-Chi
Aspect 3: overall ability
Aspect 3: overall ability
Title Diversified core expertise
Name of director
Operational
judgment
Accounting
and finance
analytical abilities
Management
ability
Crisis
management
capabilities
Industry
knowledge
International
market
perspective
Leadership Decision-
making
capacity
Chairman Fang,Ming- Ching *
Directors Fang,Ming- Tsung *
Directors Zhong,Yun-Hui *
Directors Representative of King Mao
Investment Co., LTD.:
Lin,HungKang
Directors Representative of King Mao
Investment Co., LTD.:
Lin,Chun-Hsiang
*
Directors Representative of King Mao
Investment Co., LTD.:
Chen,Tso- Ming
*
Independent director Chen,Yi- Chen
Independent director Fan,Liang-Fu *
Independent director Chu, Chun-Hsiung *
Independent director Tai,Yih-Chi

(Note) * means partial ability

60

Note 3: The evaluation items and results of the independence of the Company's accountants are set forth below:

Note 3: The evaluation items and results of the independence of the Company's accountants are set forth below:
Assessment Item Assessment
Result
Whether it meets the
required independence
1. Whether the evaluated object is employed by the Company as a regular job, receives a fixed salary, or serves as a director or supervisor. None Yes
2. Whether the subject has been a director, supervisor, manager of the Company or an employee who has a significant influence on the Company,
and has left the Companyfor less than twoyears.
None Yes
3. Whether the assessed object has a spouse, direct blood relative, direct in-law or second relative with the person in charge or manager of the
Company.
None Yes
4. Whether the subject himself or his spouse or minor children has any relationship with the Company to invest or share financial interests. None Yes
5. Whether the subject himself or his spouse or minor children has a loan with the Company. None Yes
6. Whether the valuated object provide the Company with management consulting or other non-audit business, and it is sufficient to affect
independence.
None Yes
7. Whether the subject under evaluation has any circumstance that does not comply with the business event competent authority's rotation of
accountants, handling of accounting affairs on behalf of others, or other circumstances that may affect independence.
None Yes
8. Whether the evaluated object has direct or significant indirect financial interest relationship with the Company. None Yes
9. Whether the evaluated object has any significant and close business relationship with the Company. None Yes
10. Whether there is a potential employment relationship between the evaluated company and the Company. None Yes
11. Whether the evaluated object has represented the Company in legal cases or other disputes with third parties outside of the business licensed
by law.
None Yes

Note 4: Situation of further education for directors, accounting supervisors and audit supervisors:

Title Name Training date Organizer Curriculum Course hours
Chairman Fang, Ming-Ching July 4, 2023 Taiwan Stock Exchange Corporation 2023 Cathay Pacific Sustainable Finance and Climate
Change Summit
6
Directors Fang, Ming-Tsung October 31, 2023 Corporate operating and Sustainable
Development Association
The latest trends and potential risks in corporate social
responsibility
3
April 27, 2023 Corporate operating and Sustainable
Development Association
Introduction to the newly released China Corporate
Governance Blueprint 3.0
3
Zhong, Yun-Hui July 4, 2023 Taiwan Stock Exchange Corporation 2023 Cathay Pacific Sustainable Finance and Climate
Change Summit
6
Lin, Hung Kang May 3, 2023 Taiwan Corporate Governance Association Corporate governance response from technology trends
and information securityincidents
1

61

Title Name Training date Organizer Curriculum Course hours
May 23, 2023 Jointly organized by Taiwan Stock Exchange and
Over-the-Counter Securities TradingCenter
Publicity meeting on sustainable development action
plans for listed companies
3
July 15, 2023 Commerce Development Research Institute Corporate governance and corporate sustainability
workshop
3
July 25, 2023 Taiwan Corporate Governance Association Discussing corporate labor rights from the perspective
of supplychain disruption
3
August 21, 2023 Taiwan Corporate Governance Association Money laundering prevention and enterprise risk
management
2
November 1, 2023 Taiwan Corporate Governance Association Integrity management and fair hospitality 2
November 13, 2023 Taiwan Securities Association Economic Situation Analysis and Development Trends
of Science and TechnologyGreen EnergyIndustry
3
Lin, Chun-Hsiang September 28, 2023 Securities and Futures Institute Transformation opportunities and challenges for
Taiwan’s industries under geopolitics - exclusive
analysis byPMI/NMI
3
October 24 - 25,
2023
Securities and Futures Institute Practical seminar for directors, supervisors (including
independent directors and supervisors) and corporate
governance executive
12
Chen, Tso- Ming April 27, 2023 Corporate operating and Sustainable
Development Association
Introduction to the newly released China Corporate
Governance Blueprint 3.0
3
July 4, 2023 Taiwan Stock Exchange Corporation 2023 Cathay Pacific Sustainable Finance and Climate
Change Summit
6
October 31, 2023 Corporate operating and Sustainable
Development Association
The latest trends and potential risks in corporate social
responsibility
3
Independent
director
Chen, Yi- Chen June 2, 2023 Taiwan Corporate Governance Association The Impact of and response to ESG and Net-Zero
Carbon Emissions on Enterprises
3
June 9, 2023 Securities and Futures Institute 2023 Prevention of Insider Trading and Insider Equity
TradingPublicitySeminar
3
Fan, Liang-Fu July 4, 2023 Taiwan Stock Exchange Corporation 2023 Cathay Pacific Sustainable Finance and Climate
Change Summit
6
Chu, Chun-Hsiung May 25, 2023 Taiwan Corporate Governance Association New version of corporate governance blueprint and key
compliancepoints
3
June 20, 2023 Taiwan Corporate Governance Association New
thinking
on
enterprise
risk
management
integratingstrategic development and ESG
3
July 11, 2023 Taiwan Corporate Governance Association Risks are everywhere, and how to effectively manage
them?
3
August 29, 2023 Taiwan Corporate Governance Association How to expand influence, support SDGs sustainability,
and enhance corporate value
3

62

Title Name Training date Organizer Curriculum Course hours
September 12, 2023 Taiwan Corporate Governance Association Corporate growth strategies and external innovation 3
Tai,Yih-Chi September 8, 2023 Taiwan Corporate Governance Association Succession plan launched-employee reward plan and
equityinheritance
3
November 29, 2023 Securities and Futures Institute 2023
annual
insider
Equity
transaction
legal
compliancepublicityseminar
3
December 12, 2023 Taiwan Corporate Governance Association The 19th (2023) International Summit Forum on
Corporate Governance─Creating a new situation in
governance and enhancingcorporate value
6
Head of
Corporate
Governance
Hsieh, Pai-Cheng April 25, 2023 Accounting Research and Development
Foundation
How boards of directors and senior executives review
ESG sustainabilityreports
3
April 27, 2023 Corporate operating and Sustainable
Development Association
Introduction to the newly released China Corporate
Governance Blueprint 3.0
3
October 27, 2023 Taiwan Corporate Governance Association Family Charters and Family Offices 3
October 31, 2023 Corporate operating and Sustainable
Development Association
The latest trends and potential risks in corporate social
responsibility
3
Accounting
Supervisor
Hsieh, Pai-Cheng May 25-26, 2023 Accounting Research and Development
Foundation
Continuing Training Course for Principal Accounting
Officers of Issuers, Securities Firms and Securities
Exchanges
12
Auditing
officer
Fang, Shu-Ying November 27, 2023 The Institute of Internal Auditors-Chinese Taiwan Analysis of the latest "Enterprise M&A Law" and
"Corporate Governance"practical cases
6
December 18, 2023 The Institute of Internal Auditors-Chinese Taiwan Analysis of the rules and practices of capital lending,
endorsement guarantee and acquisition of disposable
assets
6

63

  • (IV) If the Company has set up a Remuneration Committee, it shall disclose its constitution, duties and operations

  • Remuneration Committee:

  • (1) Information on the members of the Remuneration Committee

April 15,2024
Category
of identity
Criteria
Name

Professional
qualifications and
experience
Status of
Independence
Number of Remuneration
Committee memberships
concurrently held in other
public companies
Independent
director
(Convener)
Chen, Yi- Chen Please refer to “Disclosure of
Professional Qualifications of Directors
and Supervisors and Disclosure of
Independence of Independent Directors”
on pages 23- 25 of the annual report.
None
Independent
director
Fan, Liang-Fu None
Independent
director
Chu, Chun-Hsiung 3
Independent
director
Tai,Yih-Chi None

(2) Operations of the Remuneration Committee

(2-1) the Company's Remuneration Committee comprises 4 members.

(2-2) Duration of the current term of service: June 14, 2023 to June 13, 2026, a total of 5 Remuneration Committee meetings (A) were held in the most recent year, members’ qualifications and attendance as follow:

Title Name Attendance
in person
Times (B)
Delegated
presence
Times
Percentage of
attendance
in person (%)
(B/A) (Notes)
Remark
Convener Chen, Yi-
Chen
5 0 100% Cooperate with the re-election
and re-appointment of
directors on June 14, 2023
Committee
member
Fan,
Liang-Fu
5 0 100% Cooperate with the re-election
and re-appointment of
directors on June 14, 2023
Committee
member
Chu,
Chun-Hsiung
2 0 100% Cooperate with re-election and
appointment of directors on
June 14, 2023 the
remuneration committee held
2 meetings duringhis tenure.
Committee
member
Tai,Yih-Chi 2 0 100% Cooperate with re-election and
appointment of directors on
June 14, 2023;the
remuneration committee held
2 meetings duringhis tenure.
Committee
member
Chen,
Shi-Zhen
3 0 100% Cooperate with re-election and
relief of directors on June 14,
2023;the remuneration
committee held a total of 3
times during his tenure.

64

Other mandatory items:
I. If the Board of Directors does not adopt or amend the recommendations made by the Remuneration
Committee, the date and session of the Board of Directors' meeting, resolutions, voting results and handling
of opinions from the Remuneration Committee by the Company shall be disclosed (if the remuneration
approved by the Board of Directors is better than that recommended by the Remuneration Committee, the
discrepancies and related reasons shall be stated): None.
II. If members of the Remuneration Committee have any dissenting opinion or qualified opinion on the
resolutions of the Remuneration Committee, where such opinions are documented or issued through written
statements, the date and session of the meeting of the Remuneration Committee, resolutions, all the
members' opinions and handling of these opinions shall be stated: None.
III. The annual report reveals the Remuneration Committee’s agenda and resolution, and the Company’s
decisions on committee members’ recommendations.
Compensation
Committee
Session & Date
Proposal
Voting results
The Company's
actions in response
to the opinions of the
Remuneration
Committee
The 12th
meeting of
the 4th term
January 13,
2023
1. Proposal of the Company's 2022
Managerial Officers Annual Bonus
2. Proposal of 2022 remuneration and
performance assessment for the
Company's managerial officers
3. Proposal of 2022 remuneration and
performance assessment for the
Company's directors.
All members present
voted in favor of the
resolution without
objections in the
Remuneration
Committee meeting held
on January 13, 2023.
All Directors present
voted in favor of the
resolution without
objections.
The 13th
meeting of
the 4th term
March 10, 2023
1. Approval of 2022 director bonus
distribution plan.
All members of the
Remuneration
Committee present voted
in favor of the resolution
without objections on
March 10,2023.
All Directors present
voted in favor of the
resolution without
objections.
The 14th
meeting of
The 4th Board
May 9, 2023
1. Proposal of 2022 employee bonus
amount to the Company’s
managerial officers.
2. Approval of 2022 director bonus
distribution plan.
All members of the
Remuneration
Committee present voted
in favor of the resolution
without objections on
May9,2023.
All Directors present
voted in favor of the
resolution without
objections.
The 1rst
meeting of
the 5th term
August 8, 2023
1. Proposal of salary adjustment for
the Company’s managerial
officers.
All members of the
Remuneration
Committee present voted
in favor of the resolution
without objections on
August 8,2023.
All Directors present
voted in favor of the
resolution without
objections.
The 2nd
meeting of
1. Discussion on the compensation of
the company’s new managers.
All members of the
Remuneration
All Directors present
voted in favor of the
resolution without
Other mandatory items:
I. If the Board of Directors does not adopt or amend the recommendations made by the Remuneration
Committee, the date and session of the Board of Directors' meeting, resolutions, voting results and handling
of opinions from the Remuneration Committee by the Company shall be disclosed (if the remuneration
approved by the Board of Directors is better than that recommended by the Remuneration Committee, the
discrepancies and related reasons shall be stated): None.
II. If members of the Remuneration Committee have any dissenting opinion or qualified opinion on the
resolutions of the Remuneration Committee, where such opinions are documented or issued through written
statements, the date and session of the meeting of the Remuneration Committee, resolutions, all the
members' opinions and handling of these opinions shall be stated: None.
III. The annual report reveals the Remuneration Committee’s agenda and resolution, and the Company’s
decisions on committee members’ recommendations.
Compensation
Committee
Session & Date
Proposal
Voting results
The Company's
actions in response
to the opinions of the
Remuneration
Committee
The 12th
meeting of
the 4th term
January 13,
2023
1. Proposal of the Company's 2022
Managerial Officers Annual Bonus
2. Proposal of 2022 remuneration and
performance assessment for the
Company's managerial officers
3. Proposal of 2022 remuneration and
performance assessment for the
Company's directors.
All members present
voted in favor of the
resolution without
objections in the
Remuneration
Committee meeting held
on January 13, 2023.
All Directors present
voted in favor of the
resolution without
objections.
The 13th
meeting of
the 4th term
March 10, 2023
1. Approval of 2022 director bonus
distribution plan.
All members of the
Remuneration
Committee present voted
in favor of the resolution
without objections on
March 10,2023.
All Directors present
voted in favor of the
resolution without
objections.
The 14th
meeting of
The 4th Board
May 9, 2023
1. Proposal of 2022 employee bonus
amount to the Company’s
managerial officers.
2. Approval of 2022 director bonus
distribution plan.
All members of the
Remuneration
Committee present voted
in favor of the resolution
without objections on
May9,2023.
All Directors present
voted in favor of the
resolution without
objections.
The 1rst
meeting of
the 5th term
August 8, 2023
1. Proposal of salary adjustment for
the Company’s managerial
officers.
All members of the
Remuneration
Committee present voted
in favor of the resolution
without objections on
August 8,2023.
All Directors present
voted in favor of the
resolution without
objections.
The 2nd
meeting of
1. Discussion on the compensation of
the company’s new managers.
All members of the
Remuneration
All Directors present
voted in favor of the
resolution without
Other mandatory items:
I. If the Board of Directors does not adopt or amend the recommendations made by the Remuneration
Committee, the date and session of the Board of Directors' meeting, resolutions, voting results and handling
of opinions from the Remuneration Committee by the Company shall be disclosed (if the remuneration
approved by the Board of Directors is better than that recommended by the Remuneration Committee, the
discrepancies and related reasons shall be stated): None.
II. If members of the Remuneration Committee have any dissenting opinion or qualified opinion on the
resolutions of the Remuneration Committee, where such opinions are documented or issued through written
statements, the date and session of the meeting of the Remuneration Committee, resolutions, all the
members' opinions and handling of these opinions shall be stated: None.
III. The annual report reveals the Remuneration Committee’s agenda and resolution, and the Company’s
decisions on committee members’ recommendations.
Compensation
Committee
Session & Date
Proposal
Voting results
The Company's
actions in response
to the opinions of the
Remuneration
Committee
The 12th
meeting of
the 4th term
January 13,
2023
1. Proposal of the Company's 2022
Managerial Officers Annual Bonus
2. Proposal of 2022 remuneration and
performance assessment for the
Company's managerial officers
3. Proposal of 2022 remuneration and
performance assessment for the
Company's directors.
All members present
voted in favor of the
resolution without
objections in the
Remuneration
Committee meeting held
on January 13, 2023.
All Directors present
voted in favor of the
resolution without
objections.
The 13th
meeting of
the 4th term
March 10, 2023
1. Approval of 2022 director bonus
distribution plan.
All members of the
Remuneration
Committee present voted
in favor of the resolution
without objections on
March 10,2023.
All Directors present
voted in favor of the
resolution without
objections.
The 14th
meeting of
The 4th Board
May 9, 2023
1. Proposal of 2022 employee bonus
amount to the Company’s
managerial officers.
2. Approval of 2022 director bonus
distribution plan.
All members of the
Remuneration
Committee present voted
in favor of the resolution
without objections on
May9,2023.
All Directors present
voted in favor of the
resolution without
objections.
The 1rst
meeting of
the 5th term
August 8, 2023
1. Proposal of salary adjustment for
the Company’s managerial
officers.
All members of the
Remuneration
Committee present voted
in favor of the resolution
without objections on
August 8,2023.
All Directors present
voted in favor of the
resolution without
objections.
The 2nd
meeting of
1. Discussion on the compensation of
the company’s new managers.
All members of the
Remuneration
All Directors present
voted in favor of the
resolution without
Other mandatory items:
I. If the Board of Directors does not adopt or amend the recommendations made by the Remuneration
Committee, the date and session of the Board of Directors' meeting, resolutions, voting results and handling
of opinions from the Remuneration Committee by the Company shall be disclosed (if the remuneration
approved by the Board of Directors is better than that recommended by the Remuneration Committee, the
discrepancies and related reasons shall be stated): None.
II. If members of the Remuneration Committee have any dissenting opinion or qualified opinion on the
resolutions of the Remuneration Committee, where such opinions are documented or issued through written
statements, the date and session of the meeting of the Remuneration Committee, resolutions, all the
members' opinions and handling of these opinions shall be stated: None.
III. The annual report reveals the Remuneration Committee’s agenda and resolution, and the Company’s
decisions on committee members’ recommendations.
Compensation
Committee
Session & Date
Proposal
Voting results
The Company's
actions in response
to the opinions of the
Remuneration
Committee
The 12th
meeting of
the 4th term
January 13,
2023
1. Proposal of the Company's 2022
Managerial Officers Annual Bonus
2. Proposal of 2022 remuneration and
performance assessment for the
Company's managerial officers
3. Proposal of 2022 remuneration and
performance assessment for the
Company's directors.
All members present
voted in favor of the
resolution without
objections in the
Remuneration
Committee meeting held
on January 13, 2023.
All Directors present
voted in favor of the
resolution without
objections.
The 13th
meeting of
the 4th term
March 10, 2023
1. Approval of 2022 director bonus
distribution plan.
All members of the
Remuneration
Committee present voted
in favor of the resolution
without objections on
March 10,2023.
All Directors present
voted in favor of the
resolution without
objections.
The 14th
meeting of
The 4th Board
May 9, 2023
1. Proposal of 2022 employee bonus
amount to the Company’s
managerial officers.
2. Approval of 2022 director bonus
distribution plan.
All members of the
Remuneration
Committee present voted
in favor of the resolution
without objections on
May9,2023.
All Directors present
voted in favor of the
resolution without
objections.
The 1rst
meeting of
the 5th term
August 8, 2023
1. Proposal of salary adjustment for
the Company’s managerial
officers.
All members of the
Remuneration
Committee present voted
in favor of the resolution
without objections on
August 8,2023.
All Directors present
voted in favor of the
resolution without
objections.
The 2nd
meeting of
1. Discussion on the compensation of
the company’s new managers.
All members of the
Remuneration
All Directors present
voted in favor of the
resolution without
Compensation
Committee
Session & Date
Proposal Voting results The Company's
actions in response
to the opinions of the
Remuneration
Committee
The 12th
meeting of
the 4th term
January 13,
2023
1. Proposal of the Company's 2022
Managerial Officers Annual Bonus
2. Proposal of 2022 remuneration and
performance assessment for the
Company's managerial officers
3. Proposal of 2022 remuneration and
performance assessment for the
Company's directors.
All members present
voted in favor of the
resolution without
objections in the
Remuneration
Committee meeting held
on January 13, 2023.
All Directors present
voted in favor of the
resolution without
objections.
The 13th
meeting of
the 4th term
March 10, 2023
1. Approval of 2022 director bonus
distribution plan.
All members of the
Remuneration
Committee present voted
in favor of the resolution
without objections on
March 10,2023.
All Directors present
voted in favor of the
resolution without
objections.
The 14th
meeting of
The 4th Board
May 9, 2023
1. Proposal of 2022 employee bonus
amount to the Company’s
managerial officers.
2. Approval of 2022 director bonus
distribution plan.
All members of the
Remuneration
Committee present voted
in favor of the resolution
without objections on
May9,2023.
All Directors present
voted in favor of the
resolution without
objections.
The 1rst
meeting of
the 5th term
August 8, 2023
1. Proposal of salary adjustment for
the Company’s managerial
officers.
All members of the
Remuneration
Committee present voted
in favor of the resolution
without objections on
August 8,2023.
All Directors present
voted in favor of the
resolution without
objections.
The 2nd
meeting of
1. Discussion on the compensation of
the company’s new managers.
All members of the
Remuneration
All Directors present
voted in favor of the
resolution without

65

the 5th term
November 9,
2023
Committee present voted
in favor of the resolution
without objections on
November 9,2023.
objections.
The 3rd
meeting of
the 5th term
January 26,
2024
1. Proposal of the Company's 2023
Managerial Officers Annual
Bonus.
2. Proposal of 2023 remuneration and
performance assessment for the
Company's managerial officers.
3. Proposal of 2023 remuneration and
performance assessment for the
Company's directors.
All members of the
Remuneration
Committee present voted
in favor of the resolution
without objections on
January 26, 2024.
All Directors present
voted in favor of the
resolution without
objections.
  • Note: (1) Where a member of the Remuneration Committee resigns before the end of the year, the "Remark" column shall be filled with the member's resignation date, whereas his/her percentage of attendance in person (%) shall be calculated based on the number of meetings held by the Remuneration Committee and the actual number of meetings attended during his/her term of office.

  • (2) If Remuneration Committee are re-elected before the end of the year, new and former Remuneration Committee shall be listed accordingly and the "Remark" column shall indicate whether the status of a member is “Former”, “New” or “Re-elected” and the date of re-election. Percentage of attendance in person (%) shall be calculated based on the number of meetings held by the Remuneration Committee and the actual number of meetings attended during his/her term of office.

66

  1. Sustainability Committee:

  2. (1) Responsibilities of the Sustainability Committee:

To assist the board of directors in continuously promoting the corporate sustainable development and improving corporate governance for the purpose of sustainable management, the Sustainability Committee shall have the following matters:

  • ⅰ. Formulate the company's sustainable development direction, strategies and goals, and agree on relevant management policies and specific promotion plans.

  • ⅱ. Tracking, review and revision of the implementation and effectiveness of corporate sustainable development plans.

  • ⅲ. Report the implementation results of the company's sustainable development plan to the board of directors every year.

  • ⅳ. Other matters that should be handled by the Sustainability Committee as directed by the Board of Directors.

In accordance with the "Rules and Regulations Governing the Organization of the Sustainability Committee" of the Company, the Sustainability Committee shall be convened at least once a year and may hold additional meetings as necessary.

  • (2) Composition of the Sustainability Committee:

On January 26, 2024, the Company's Board of Directors resolved to establish a Sustainability Committee. In accordance with the "Rules and Regulations Governing the Organization of the Sustainability Committee ", the Sustainability Committee shall consist of at least three members appointed by resolution of the Board of Directors, of which a majority of the members shall be independent directors, with the Chairman of the Board of Directors serving as the convener and chairman of the meeting.

The current Sustainability Committee has a total of five members (including four independent directors). Each member has rich industrial background and practical expertise. Among them, independent director Chu, Chun-Hsiung has a profound legal professional background and work experience and is good at corporate governance. He has served as the convener of the Corporate Sustainability Committee of listed companies since 2021 and has the experience and expertise required by this committee.

67

(3) Operation of the Sustainability Committee:

The term of the current members is from January 26, 2024 to June 13, 2026. As of the publication date of the annual report, no meeting has been convened.

Title Name Attendance
in person
Times
Delegated
presence
Times
Percentage of
attendance in
person(%)
Remark
Chairman
(Convener)
Fang,
Ming-Ching
- - - -
Independent
director
(Committee
member)
Chen, Yi-
Chen
- - - -
Independent
director
(Committee
member)
Fan,
Liang-Fu
- - - -
Independent
director
(Committee
member)
Chu,
Chun-Hsiung
- - - -
Independent
director
(Committee
member)
Tai,Yih-Chi - - - -

68

(Ⅵ) The implementation of the promotion of sustainable development and the differences and reasons from the code of practice for sustainable development of TWSE/TPEx companies

Current project Implementation Status(Note 1) Discrepancies between
its implementation and
the Corporate
Sustainable development
Best Practice Principles
for TWSE/TPEx Listed
Companies, and reasons
for such discrepancies
Yes No Summary and Explanation
I. Does the Company establish a
governance structure to promote
sustainable development, and set up
a dedicated (part-time) unit to
promote sustainable development,
which is authorized by the board of
directors to handle senior
management, and supervised by the
board of directors?
On March 1, 2022, the Company established the ESG Corporate
Sustainability Committee (hereinafter referred to as “ESG Committee”,
which includes the Environmental Sustainability Promotion Group, the
Social Responsibility Promotion Group, and the Sustainability Governance
Promotion Group. The committee is chaired by the general manager, and
representative members of each promotion group are selected from among
the business unit supervisors. The ESG Committee is responsible for
defining and developing the company's sustainability strategy, goals and
related management guidelines, leading the sustainability team to propose
and implement specific promotion plans, and continuously deepening and
realizing the vision of corporate sustainability, and reporting to the Board
of Directors on the promotion of sustainability at least once a year. The
Board of Directors will also make recommendations and supervise the
execution of the ESG Committee's management policies, strategy and
objective formulation, and execution measures, as necessary. On November
9, 2023, the ESG Committee reported to the Board of Directors on the
status of progress on sustainability issues such as stakeholder engagement,
risk management operations, and the intellectual property rights
management plan and its implementation.
No differences

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Current project Implementation Status(Note 1) Discrepancies between
its implementation and
the Corporate
Sustainable development
Best Practice Principles
for TWSE/TPEx Listed
Companies, and reasons
for such discrepancies
Yes No Summary and Explanation
To deepen the management of the Company's sustainability development,
the Board of Directors resolved on January 26, 2024 to establish the
"Sustainability Committee" under the Board of Directors, which is
responsible for tracking, reviewing, and revising the implementation and
effectiveness of the corporate sustainable development plan. The
committee, with the chairman as the convener and four independent
directors as members, meets at least once a year and reports to the board of
directors on the progress of the sustainability plan.
In response to the aforementioned adjustments to the sustainability
governance structure, the ESG Corporate Sustainability Committee under
the former President was renamed the ESG Promotion Office in January
2024, which is responsible for the promotion and implementation of
corporate sustainability programs and the execution of matters directed by
the resolutions of the SustainabilityCommittee.
II. The Company assessed the
environmental, social, and corporate
governance risks related to its
operations based on the principle of
materiality and established related
risk management policies or
strategies? (Note 2)
To fulfill the Company's obligation of sustainable governance and to grasp
the potential risks within and outside of its operations, the Company has
formulated a "Risk Management Policy" to define various types of risks in
accordance with the Company's overall operating policies, establish a risk
management mechanism for early identification, accurate measurement,
effective supervision and strict control, prevent possible losses within the
tolerable risk range, and continuously adjust and improve the best risk
managementpractices in response to changes in internal and external
No differences

70

Current project Implementation Status(Note 1) Discrepancies between
its implementation and
the Corporate
Sustainable development
Best Practice Principles
for TWSE/TPEx Listed
Companies, and reasons
for such discrepancies
Yes No Summary and Explanation
environments.
Risk assessment is based on the Company's overall operational policy to
identify various types of risks by making reference to domestic and
international sustainability standards and regulations (GRI, SASB, TCFD,
etc.), communication experiences with internal and external stakeholders,
reports on ESG issues, and integrating information from within the
Company's organization, on issues that have a significant impact on
investors and other stakeholders in terms of the environment, society, and
corporate governance, and to continually adjust and improve the optimal
risk management strategies in accordance with changes in internal and
external environments, in order to protect the interests of employees,
shareholders, partners, and customers, and to increase the value of the
Company.
For the environmental, social and corporate governance risk issues related
to the Company's operations and its response strategies, please refer to Note
3.
III. Environmental Issues
(Ⅰ) Has the Company referred to the
nature of its industry to establish a
suitable environmental management
system (EMS)?
In promoting the management of the environment and hazardous
substances, the Company continues to obtain ISO 14001 (validity: January
25, 2022-January 5, 2025) and IECQ QC080000 (validity: September 29,
2022-September 4, 2025) certification.
For carbon emission management, the company has established a
greenhousegas inventorymechanism with reference to the ISO 14064-1
No differences

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Current project Implementation Status(Note 1) Discrepancies between
its implementation and
the Corporate
Sustainable development
Best Practice Principles
for TWSE/TPEx Listed
Companies, and reasons
for such discrepancies
Yes No Summary and Explanation
greenhouse gas inventory standard, and has established a process to
inventory and analyze product life cycle carbon emissions in accordance
with the quantitative principles and standards of the ISO 14067 carbon
footprint, and obtained third-party Greenhouse Gases Verification
Statement in October of 2023.
(Ⅱ) Is the Company committed to
improving energy efficiency and
using recycled materials with low
impact on the environment?
In order to improve the utilization efficiency of resources and reduce the
environmental load, the measures adopted by the Company and their
achievements are as follows:
1. Electronic waste and waste solution recycling:
The Company entrusts professional e-waste recycling and processing
manufacturers to recycle electronic wastes and waste solution recycling:
(1) Electronic waste: high-purity precious metals gold and silver can be
refined after the recycling of wafer waste. The reprocessing volume in
2023 was 1.19 metric tons.
(2) Waste solution recovery: After the waste acid liquid containing heavy
metals produced in the process is reprocessed, it can be made into
industrial raw material nickel sulfate, and the reprocessed raw material
can be recycled and reused. The reprocessing volume in 2023 was
14.37 metric tons.
2. Waste plastic reprocessing:
The recyclers was entrusted to recycle the waste rubber made into hollow
bricks,allowingthe waste to be recycled and reused to reduce the impact
No differences

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Current project Implementation Status(Note 1) Discrepancies between
its implementation and
the Corporate
Sustainable development
Best Practice Principles
for TWSE/TPEx Listed
Companies, and reasons
for such discrepancies
Yes No Summary and Explanation
on the environment, and the reprocessing amount was 127.85 metric tons
in 2023.
3. Sludge reduction
The Company introduced a sludge dryer in 2019. The sludge produced by
the process is firstly reduced in sludge and then entrusted to a qualified
waste removal and treatment industry for final disposal. The sewage
separated during the drying process will enter the Company's wastewater
treatment system for treatment to comply with the effluent discharge
standards. The processed amount of sludge was 96.67 metric tons in
2023.
4. Wastewater reclamation
The Company's process wastewater is discharged after in-plant
wastewater treatment, and is managed according to the drainage
characteristics. In this way, in addition to increasing the recovery rate of
water, some waste acid liquids, organic waste liquids, etc. still have
economic value for recycling. Separate diversion can not only reduce the
dosing amount of wastewater treatment, but also reduce the difficulty and
environmental load of back-end waste treatment. The reprocessing
volume was 64,329 metric tons in 2023.
5. Green power generation
The Company's staff dormitories and some of the factory roofs are
equipped with solarpanels,with a total installation capacityof about

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Current project Implementation Status(Note 1) Discrepancies between
its implementation and
the Corporate
Sustainable development
Best Practice Principles
for TWSE/TPEx Listed
Companies, and reasons
for such discrepancies
Yes No Summary and Explanation
183.89 KW. The electricity it generates is supplied to the dormitory for
use and sold to Taipower. The electricity sales were 142,872 kWh in
2023.
(Ⅲ) Has the Company assessed the
current and future potential risks
and opportunities of climate change
for the Company, and taken relevant
countermeasures?
The Company evaluates and identifies climate change risks and
opportunities based on the Task Force on Climate related Financial
Disclosures (TCFD) and the disclosure recommendations for climate
related information of listed and OTC companies in the Taiwan Stock
Exchange’ s "Regulations Governing the Preparation and Filing of
Continuing Reports by Listed Companies". The ESG promotion team
members of the ESG promotion office and the sustainability consultant
discussed in the meeting, took stock of the possible risk and opportunity
factors, and formulated the relevant risk response measures based on the
assessed risks and opportunities.
During the year, a total of five issues were prioritized as medium to high
risk/opportunity items based on the identification results. Potential risks:
Customer needs change (short-term), Low-carbon technology/ Product
transformation needs (short-term), Company Sustainable Competitiveness
(short-term), Lack of water (short-term), Unstable Energy Supply
(short-term) and; 5 potential opportunities: Enter new markets (short-term),
Low-Carbon Product And Service Opportunities (short-term), Make good
use of incentives of the public sector (short-term), Increase recycling rate
(short-term)and SupplyChain Management(medium-term).
No differences

74

Current project Implementation Status(Note 1) Discrepancies between
its implementation and
the Corporate
Sustainable development
Best Practice Principles
for TWSE/TPEx Listed
Companies, and reasons
for such discrepancies
Yes No Summary and Explanation
In terms of climate change mitigation and adaptation, the Company not
only actively promotes various energy and resource inventories and
management, strives to meet the goals of low pollution, low energy
consumption and water conservation in manufacturing processes, and
continues to invest in the construction of green energy facilities and waste
recycling, and continues to enhance the development of products in the
green energy supply chain (solar energy/storage systems/electric vehicles),
but also strengthens the sustainable management of the supply chain
externally and promotes low-carbon manufacturing, and works together to
set the goal of greenhouse gas reduction to enhance the sustainable
competitiveness of the Company.
A detailed analysis of the Company's climate change risks and
opportunities is disclosed in the SustainabilityReport.
(Ⅳ) Has the Company the calculated
the greenhouse gas emissions,
water consumption, and total
weight of waste over the past two
years and established the policies
with regard to greenhouse gas
reductions, water consumption,
and waste management?
The Company's greenhouse gas emissions, water consumption and waste
statistics for the last two years are listed below:
1. Greenhouse gas management:
(1) Greenhouse gas emissions:
To strengthen greenhouse gas management, the company's Gangshan
plant conducted an in-plant emission inventory of greenhouse gas
Scope 1 to 3 in accordance with the ISO14064-1:2018 standard on
2023, and obtained third-party Greenhouse Gases Verification
Statement in October of 2023. For GHG information, please refer to
No differences

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Current project Implementation Status(Note 1) Discrepancies between
its implementation and
the Corporate
Sustainable development
Best Practice Principles
for TWSE/TPEx Listed
Companies, and reasons
for such discrepancies
Yes No Summary and Explanation
page 97of the annual report.
(2) Greenhouse gas reduction policy and its achievement:
In line with the Ministry of Economic Affairs' "Energy Conservation
Targets and Execution Plan Regulations for Energy Users", the
Company promoted energy conservation plans and expected to
achieve the goal of achieving an average annual electricity saving rate
of more than 1% from 2015 to 2024, and launched a series of Energy
saving actions. In 2023, the Company achieved an average annual
energy saving rate of 1.62%and reduced carbon emissions of about
375.5709TCO2e by replacing low efficiency air compressors with
high efficiency air compressors, adding variable frequency control for
cooling tower fans, replacing cooling tower heat sink materials, and
installing solar power generation systems.
(Note) Source of average annual power saving rate: Average annual power saving rate reported
to the Energy Bureau
The main energy-saving project promoted in 2023 is the solar
photovoltaic power generation system installation project. The
investment amount in the project was NT$1,346 thousand. The total
installed capacity was about 29.26KW. The power generated is for the
factory's own use. In 2023, the company's solar panel installation
capacity in the factory reached 183.89KW, generating a total of
142,872KWh of electricity,which translates into agreenhousegas

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Current project Implementation Status(Note 1) Discrepancies between
its implementation and
the Corporate
Sustainable development
Best Practice Principles
for TWSE/TPEx Listed
Companies, and reasons
for such discrepancies
Yes No Summary and Explanation
reduction of about 70.72TCO2e.
(Note) The calculation of GHG reduction was converted using the 2022 electricity emission
factor of 0.495 kg CO2e/kWh from the 2023 announcement.
In addition to the above projects, please refer to the Sustainability
Report for the policies and results of greenhouse gas management
implemented by the Company.
2. Water resources management:
(1) Water resource use (data coverage - Gangshan plant area):
Water consumption unit: million liters
Year
Operating Revenue
(NT$million)
Water intake
Intensity
2023
7,889.88
323.484
0.04100
2022
8,855.79
303.919
0.03432
(Note) Water consumption intensity: water consumption (million liters)/ Operating revenue (NT$ million)
(2) Water consumption reduction policy and implementation status:
The main water reduction project launched in 2023 was to add a
ROR concentrated water recovery system. The project investment
amount was NT$10,848 thousand. Based on the water intake of the
company's Gangshan plant in 2022, It is estimated that the process
RO water recovery rate can be improved by the project and hence the
annual carbon reduction will reach about 2,694 TCO2e.
In addition to the aboveprojects, please refer to the Sustainability

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Current project Implementation Status(Note 1) Discrepancies between
its implementation and
the Corporate
Sustainable development
Best Practice Principles
for TWSE/TPEx Listed
Companies, and reasons
for such discrepancies
Yes No Summary and Explanation
Report for the policies and results of water resource management
implemented by the Company.
3.Waste management:
(1) Waste consumption statistics (data coverage - Gangshan plant area):
Waste unit: metric tons
Year
Operating
Revenue
(NT$ million)
Items
General
Industrial
waste
Hazardous
Industrial
waste
Total
2023
7,889.88
Weight
533.37
55.47
588.84
Intensity
0.0676
0.0070
0.0746
2022
8,855.79
Weight
466.71
81.02
547.73
Intensity
0.0527
0.0091
0.0618
(Note 1) Waste intensity: weight (metric tons)/ Operating revenue (NT$ million)
(Note 2) The above information is based on the information reported to EPD.
(2) Waste reduction policy and achievement:
To improve resource utilization efficiency and reduce environmental
load, the Company has implemented measures such as electronic
waste and waste liquid recycling, waste plastic recycling and sludge
reduction. For detailed reduction policies and achievement status,
please refer to pages 72 - 74 of the annual report and the sustainability
report.
In addition to the aforementioned energy-saving measures to minimize the
impact of our operatingactivities on the environment,the Companyhas

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Current project Implementation Status(Note 1) Discrepancies between
its implementation and
the Corporate
Sustainable development
Best Practice Principles
for TWSE/TPEx Listed
Companies, and reasons
for such discrepancies
Yes No Summary and Explanation
implemented paperless administrative operations to enhance the efficiency
of resource utilization, including the issuance of electronic invoices, the
adoption of an electronic checking system for internal administrative
processes, and the implementation of recycled paper reuse to reduce the
consumption of paper, thereby reducing energy consumption and carbon
reduction; in addition, the Company also promotes the participation of
employees in activities related to garbage classification and the recyclable
resources reuse. In terms of water conservation, the entire plant has
replaced traditional water taps with sensor-activated taps, and the water
quantity control is carried out by the plant administration unit, which also
appropriately adjusts the flow rate of water at the discharge point according
to the water pressure of the water meter. The Company has established
"Waste Management Procedures" to ensure that waste generated from
various activities or operations of the Company can be properly collected,
removed and treated in compliance with relevantgovernment regulations.
IV. Social Issues
(Ⅰ) Has the Company referred to
relevant laws and international
human rights instruments to
stipulate relevant management
policies and procedures?
The Company has obtained SA8000 certificate in 2014, in accordance with
the requirements of SA8000, international conventions, the United Nations
Declaration and other international standards on corporate social
responsibility, as well as domestic labor-related laws and regulations, the
"Corporate Social Management Manual" has been formulated. The
company has formulated a vision and policy for corporate social
responsibility, which includes six major projects: compliance with
regulations, energy conservation and waste reduction, risk elimination,
respect for human rights,disciplinaryresponsibility,and continuous
No differences

79

Current project Implementation Status(Note 1) Discrepancies between
its implementation and
the Corporate
Sustainable development
Best Practice Principles
for TWSE/TPEx Listed
Companies, and reasons
for such discrepancies
Yes No Summary and Explanation
improvement.
PANJIT has actively introduced the "Responsible Business Alliance Code
of Conduct" (RBA) to ensure that employees are provided with a safe
working environment and that employees are respected and dignity. To
protect the human rights of our employees,the Company has set up human
rights related internal rules and regulations to implement and strengthen the
promotion and management of human rights and has been awarded the
RBA VAP Silver Certification in 2023.
Please refer to Note 4. for the specific measures taken by the Company to
promote human rights.
(Ⅱ) Has the Company established and
offered proper employee benefits
(including compensation, leave, and
other benefits) and reflected the
business performance or results in
employee compensation
appropriately?
1. Employee compensation:
In addition to the company's articles of association that clearly stipulate
that "if the company makes a profit during the year, except the
accumulated losses, it should reserve in advance to make up for the
amount, and will allocate no less than 6% of the net profit before tax as
employee compensation." Under the premise of the external competition,
internal fairness and legality, it was considered to consider providing a
diversified, reasonable and market-competitive salary system and link it
to the company's operating performance, including: performance bonuses
for achieving operational goals, year-end bonuses, employee
remuneration, etc., to share profits with employees for attracting,
retaining,developingand motivatingemployees.
No differences

80

Current project Implementation Status(Note 1) Implementation Status(Note 1) Implementation Status(Note 1) Implementation Status(Note 1) Implementation Status(Note 1) Implementation Status(Note 1) Implementation Status(Note 1) Implementation Status(Note 1) Discrepancies between
its implementation and
the Corporate
Sustainable development
Best Practice Principles
for TWSE/TPEx Listed
Companies, and reasons
for such discrepancies
Yes No Summary and Explanation
2. Workplace diversity and equality:
The Company is committed to the implementation of work equality and
a friendly working environment that is diverse and inclusive. All
employees regardless of gender are entitled to equal pay for equal work
and equal opportunities for promotion. In 2023, the female employees in
the Company accounts for 61.5%, and males account for 38.5%; among
the managers the female supervisors accounts for 7.7% and males 11.2%.
In terms of age structure of employees, the Company doesn’t employ
child labor according to domestic and international laws and the RBA
code of conduct, and focuses on the young and middle-aged as the main
manpower in the organization. The employees aged 30–50 account for
71.4% of the total number of employees; 19.9% under 30, and 8.7% over
51.
Items
Total
Female
Male
No. of
people
%
No. of
people
%
No. of
people
%
Job
Title
Non- managerial positions
1,190
81.1
789
53.8
401
27.3
Managerial positions
277
18.9
113
7.7
164
11.2
Total
1,467
100.0
902
61.5
565
38.5
Age
Under 30 years old
292
19.9
201
13.7
91
6.2
30-50 years old
1,047
71.4
635
43.3
412
28.1
51 years old or above
128
8.7
66
4.5
62
4.2
Total
1,467
100.0
902
61.5
565
38.5
Items Total Female Male
No. of
people
% No. of
people
% No. of
people
%
Job
Title
Non- managerial positions 1,190 81.1 789 53.8 401 27.3
Managerial positions 277 18.9 113 7.7 164 11.2
Total 1,467 100.0 902 61.5 565 38.5
Age Under 30 years old 292 19.9 201 13.7 91 6.2
30-50 years old 1,047 71.4 635 43.3 412 28.1
51 years old or above 128 8.7 66 4.5 62 4.2
Total 1,467 100.0 902 61.5 565 38.5

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Current project Implementation Status(Note 1) Discrepancies between
its implementation and
the Corporate
Sustainable development
Best Practice Principles
for TWSE/TPEx Listed
Companies, and reasons
for such discrepancies
Yes No Summary and Explanation
3. Vacation system:
The Company's leave system complies with the laws and regulations of
the state on leave and work. According to the actual situation, the
employees are free to plan their personal arrangements and vacations,
and an exclusive paid happy birthday leave for employees is provided to
achieve compliance with the laws and regulations and a balanced
arrangement of employees' lives.
4. Other welfare policies:
Please refer topages 157 - 159 of the Annual Report.
(Ⅲ)Has the Company provided
employees with safe and healthy
work environments as well as
regular classes on health and safety?
1. Measures for employee safety and healthy working environment:
In terms of promoting occupational health and safety, in addition to
continuing to maintain the ISO45001 (validity period:
2022.02.02~2025.02.02) and TOSHMS system, the factory also has
nurses and outsourced occupational medicine physicians stationed in the
factory. The factory cooperates with doctors from E-Da Hospital, and
other hospitals to carry out health promotion and management, conduct
regular employee health checks, provide psychological counseling, and
organize education and training on fire prevention and occupational
safety and hygiene.
No differences

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Current project Implementation Status(Note 1) Discrepancies between
its implementation and
the Corporate
Sustainable development
Best Practice Principles
for TWSE/TPEx Listed
Companies, and reasons
for such discrepancies
Yes No Summary and Explanation
2. Employee safety and health education policy and its implementation in
2023:
Items
Number of
participants
Man
hour
Occupational Safety and Health General
Course
919
2,757
ISO14001 and ISO45001 Internal Auditor
Training
77
462
Factory emergency evacuation training
course
Whole plant
0.5 Hour
/ person
Hazard Communication and Chemical
Spill Handling Drill
51
102
Practical operation of fire extinguisher
on-the-job education and training
227
227
ERT area fire marshalling drill
20
80
Firefighting base drills
20
160
3.Employee occupational disaster situation and related improvement
measures in 2023:
There were 4 occupational accidents in the factory, and 4 people were
injured due to temporary disability (accounting for 2.84‰ of the total
number of employees), and the total number of days lost was 33 days.
There were 4 occupational disasters in the factory due to unsafe
conditions. The equipment unit has made engineering improvements to
the production equipment and plant environment that caused the disaster
and increased management measures to reduce the risk of hazards. In

83

Current project Implementation Status(Note 1) Discrepancies between
its implementation and
the Corporate
Sustainable development
Best Practice Principles
for TWSE/TPEx Listed
Companies, and reasons
for such discrepancies
Yes No Summary and Explanation
addition, the Company continues to carry out a monthly theme-based
publicity for occupational disasters outside the factory - commuting
traffic accidents to strengthen the traffic safety awareness of colleagues.
Compared with 2022, the number of traffic accidents has dropped
significantly.
4. There was no fire incident in our companyin 2023.
(Ⅳ) Has the Company established
effective career competence training
plan for its employees?
The company launched a key talent cultivation program in 2022 to
accelerate talent development by selecting key talents, establishing a
learning platform, formulating an IDP (individual development plan), and
linking annual performance evaluations with other plans; in addition, each
department submits annual proposals in accordance with the training
procedures The training plan provides various trainings based on the plan to
target the functional gaps and future development plans of supervisors and
colleagues at all levels.
No differences
(Ⅳ) Does the Company comply with
relevant laws and international
standards, and formulate relevant
consumer or customer rights
protection policies and grievance
procedures for issues such as
customer health and safety,
customerprivacy,marketingand
The Company and its subsidiaries are component suppliers. The main sales
customers are assembly foundries and do not sell directly to consumers.
However, in order to protect the rights and interests of sales customers, the
Company has set up a contact window for each of the Group's operating
bases, distributors and agents on the official website. Handle issues related
to customer rights complaints, so as to handle customer complaints in a fair
and timely manner.
In addition,the Companyhas formulated the "Administrative Measures for
No differences

84

Current project Implementation Status(Note 1) Discrepancies between
its implementation and
the Corporate
Sustainable development
Best Practice Principles
for TWSE/TPEx Listed
Companies, and reasons
for such discrepancies
Yes No Summary and Explanation
labelling of products and services? Suggestions and Complaints of Stakeholders", And set up the stakeholder's
advice and complaint service window on the Company's website to serve as
a complaint channel for stakeholders when their rights and interests are
infringed.
(Ⅵ) Has the Company established the
supplier management policies
requesting suppliers to comply with
laws and regulations related to
environmental protection,
occupational safety and health or
labor rights and supervised their
compliance?
The Company classifies and manages its suppliers and has formulated the
"Supplier Evaluation, Guidance and Development Procedures" to regularly
manage, evaluate and track suppliers' improvement. The specific
management measures are briefly described as follows:
1. Vendor assessment:
(1)Environmental protection:
High and medium risk suppliers are evaluated according to the
"Supplier Hazardous Substance Free Management System". Regarding
the management of hazardous substances in raw materials, when
selecting a new raw material supplier, the supplier is required to
provide a material specification commitment, material composition
statement (SDS), conflict metals, and third-party test reports in order
to become a qualified supplier, and the supplier will be required to
submit a third-party test report annually and update the information in
the composition statement every three years.
(2) Labor human rights:
The evaluation is carried out according to the "Supplier Corporate
Social ResponsibilityEvaluation Report Form". The evaluation
No differences

85

Current project Implementation Status(Note 1) Discrepancies between
its implementation and
the Corporate
Sustainable development
Best Practice Principles
for TWSE/TPEx Listed
Companies, and reasons
for such discrepancies
Yes No Summary and Explanation
content covers issues such as occupational safety and health, and labor
rights to ensure that suppliers meet the Company's requirements for
the corporate social responsibility system.
In 2023, the RBA audits of 58 direct suppliers in total were completed,
with a pass rate of 100%.
2. Vendor audit:
The Company arranges the audit method and audit frequency according
to the supplier's risk level, transaction frequency and scale, and quality
status.
3. Coaching improvement and tracking:
(1) The Company will provide supplier guidance and improvement
suggestions for the deficiencies seen in the audit process and keep
track of its improvement.
(2) If the supplier still fails to improve after a certain period of
counseling, or there is a major hazard to environmental safety, labor
violations, or violation of the relevant regulations on the management
of chemical substances, the Company will propose to stop the
procurement or cancel the supplier qualification application in
accordance with internal regulations.

86

Current project Implementation Status(Note 1) Implementation Status(Note 1) Implementation Status(Note 1) Discrepancies between
its implementation and
the Corporate
Sustainable development
Best Practice Principles
for TWSE/TPEx Listed
Companies, and reasons
for such discrepancies
Yes No Summary and Explanation
V. Did the Company, following
internationally recognized
guidelines, prepare and publish
reports such as its Sustainability
report to disclose non-financial
information of the Company? Has
the Company received assurance or
certification of the aforesaid reports
from a third party accreditation
institution?
The Company has prepared the 2022 Annual Sustainability Report in
accordance with the GRI Standards, and the AA1000 ASv3 Type I Medium
Assurance Level Confirmation Statement has been issued by the third-party
impartial verification organization, SGS Taiwan Ltd. The complete report
has been submitted to the Internet information reporting system designated
by the stock exchange within the prescribed period and disclosed on the
company's official website.
No differences
VI. Where the Company has stipulated its own Best Practices on CSR according to the Sustainability Best Practice Principles for TWSE/TPEx Listed
Companies, please describe any gaps between the prescribed best practices and actual activities taken by the Company:
The Company's "Code of Practice for Corporate Social Responsibility" was approved by the board of directors in March 2015. On March 25, 2022,
the board of directors approved the revision of the code and changed its name to "Code of Practice for Sustainable Development". The code
reviews the implementation and improves accordingly,and there is no difference in implementation so far.

87

Current project Implementation Status(Note 1) Implementation Status(Note 1) Implementation Status(Note 1) Discrepancies between
its implementation and
the Corporate
Sustainable development
Best Practice Principles
for TWSE/TPEx Listed
Companies, and reasons
for such discrepancies
Yes No Summary and Explanation
Ⅻ. Any important information useful for understanding the state of Sustainability operations:
(Ⅰ)The Company is located in Gangshan District, Kaohsiung City. In 2023, the Company promoted the following sustainability initiatives to help
grow with the local community:
1. Donated NT$5,000 each month to four elementary schools in the Gangshan District of Kaohsiung City for nutritious lunch subsidies or for
improving teaching resources.
2. Donated NT$50,000 each quarter to House of Little Angels Kaohsiung to help take care of infants and vulnerable groups who have lost
their family or suffered family changes.
3. Take action to support Lingjiu Mountain Charity Foundation, subscribe for 400 charity gift boxes, entrust them to the Kaohsiung City
Government Social Affairs Bureau to manage them, and donate them to the disadvantaged elderly, women and children in need in the local
area.
4. Gathered corporate volunteers organize the "ESG Elementary School Club" at Qianfeng Elementary School in Kaohsiung's Gangshan
District, in order to germinate ESG concepts at an early age through the curriculum.
5. Organized the "Love the Earth, Plant a Tree 3.0" tree-planting activity in Kaohsiung's Kajia Wetland Park. This year, we joined forces with
stakeholders and had a total of about 250 colleagues and stakeholders participate in the activity, with a cumulative total of about 1,500 hours
of environmental volunteering, and planted more than 1,000 trees in order to implement ecological conservation.
6. Promoted the "Monthly Healthy Vegetable Day", where the company hosted a meal for colleagues to promote the reduction of meat
consumption and carbon emissions through vegetarian meals, with a total of about 4,800 dinners.
7. Organized a charity road race with well-known 3C manufacturers, sponsoring a total of 76 registrations from employees and their
dependents to participate in the event, combining employee health activities and realizing charity.
8. Staff blood donation activities were held every three months, and a total of 136 people participated in the blood donation activities during
the year.
In 2023,the Companyspent a total of NT$1.2 million onpublic welfare.

88

Current project Current project Implementation Status(Note 1) Implementation Status(Note 1) Implementation Status(Note 1) Implementation Status(Note 1) Discrepancies between
its implementation and
the Corporate
Sustainable development
Best Practice Principles
for TWSE/TPEx Listed
Companies, and reasons
for such discrepancies
Yes No Summary and Explanation
(Ⅱ) Employee care:
1. Provide employees with diverse and smooth communication channels. The Company received 3 employee suggestions and complaints in
2023. All relevant cases have special personnel investigating and mediating, and reporting the follow-up handling situation at the
labor-management and corporate social responsibility meeting.
2.The Companyimplements the following projects in 2023 topromote thephysical and mental health of employees:
Project name
Project detail
Implementation effectiveness
Maternal Health
Protection Program
Provide maternal health protection for employees who are pregnant and one
year after childbirth. The content of the plan includes: assessment of work
and individual hazards, risk control of protection plans, health guidance,
adjustment or replacement of work content, adjustment of working hours,
education and trainingand healthprotection measures
A maternal health protection plan was
implemented for 24 pregnant women in total.
Health risk
assessment and
management
1. Anomaly tracking and health education of new and incumbent
employees' health check data
2. Graded management of statutory special health inspections
3. If the health check data is abnormal, follow the doctor's advice to carry
out trackingand health education management
A total of about 250 colleagues participated in
the health risk assessment and management plan
Health promotion
Held blood donation events and posted health information on bulletin
boards
A total of 136 people participated in blood
donation activities
Biological Hazard
Control and
Response
Get the influenza vaccination once a year to avoid influenza cluster
infection.
Because the number of people who signed up for
public-funded vaccinations was insufficient, the
standard for the number of people to provide
in-plant vaccination services stipulated by the
health center, so it was to publicize influenza
vaccination for all colleagues in the factory.
Project name Project detail Implementation effectiveness
Maternal Health
Protection Program
Provide maternal health protection for employees who are pregnant and one
year after childbirth. The content of the plan includes: assessment of work
and individual hazards, risk control of protection plans, health guidance,
adjustment or replacement of work content, adjustment of working hours,
education and trainingand healthprotection measures
A maternal health protection plan was
implemented for 24 pregnant women in total.
Health risk
assessment and
management
1. Anomaly tracking and health education of new and incumbent
employees' health check data
2. Graded management of statutory special health inspections
3. If the health check data is abnormal, follow the doctor's advice to carry
out trackingand health education management
A total of about 250 colleagues participated in
the health risk assessment and management plan
Health promotion Held blood donation events and posted health information on bulletin
boards
A total of 136 people participated in blood
donation activities
Biological Hazard
Control and
Response
Get the influenza vaccination once a year to avoid influenza cluster
infection.
Because the number of people who signed up for
public-funded vaccinations was insufficient, the
standard for the number of people to provide
in-plant vaccination services stipulated by the
health center, so it was to publicize influenza
vaccination for all colleagues in the factory.

89

Current project Current project Implementation Status(Note 1) Implementation Status(Note 1) Implementation Status(Note 1) Implementation Status(Note 1) Discrepancies between
its implementation and
the Corporate
Sustainable development
Best Practice Principles
for TWSE/TPEx Listed
Companies, and reasons
for such discrepancies
Yes No Summary and Explanation
Implementation effectiveness
The eight loss class uses propaganda to convey
the correct concept of weight loss. A total of 51
employees participated and they have
successfullylost 158.2 kg.
A total of about 1,086 on-the-job staff
participated in employee health examinations, of
which 274 colleagues received special health
examinations
1. A total of about 200 colleagues received health
consultation and health management services
from resident doctors
2. Physicians in the factory conduct on-site visits
once a month, and evaluate the results of the
visits and discuss improvement plans in the
following month. A total of 10 on-site visit
plans for production line stations were
completed.
Tobacco harm prevention and smoking cessation
propaganda to all colleagues in the factory
Project name Project detail Implementation effectiveness
Weight
management
Promote the concept of healthy weight loss, establish a correct attitude
towards life and diet, and help colleagues to effectively manage their own
health
The eight loss class uses propaganda to convey
the correct concept of weight loss. A total of 51
employees participated and they have
successfullylost 158.2 kg.
Employee health
check
Provided medical checkups for new recruits, regular health checkups for
in-service personnel, and special health checkups for special workers.
A total of about 1,086 on-the-job staff
participated in employee health examinations, of
which 274 colleagues received special health
examinations
Doctor on-site
service
1. Provide health consultation and conduct health education, tracking and
health management for employees with abnormal health examination
results
2. Site visit plan: identify and evaluate the work hazards of the on-site unit
(for example, prevent human hazards and avoid repetitive
musculoskeletal injuries, etc.), And put forward improvement plans and
suggestions.
1. A total of about 200 colleagues received health
consultation and health management services
from resident doctors
2. Physicians in the factory conduct on-site visits
once a month, and evaluate the results of the
visits and discuss improvement plans in the
following month. A total of 10 on-site visit
plans for production line stations were
completed.
Quit smoking
activities
Promote the concept of smoking harm, provide smoking cessation referral
line or smoking cessation clinic
Tobacco harm prevention and smoking cessation
propaganda to all colleagues in the factory

Note 1: If "Yes" is checked in the execution situation. Please specify in detail the important policies, strategies, measures and implementations adopted; If you tick "No" for the implementation, please explain the difference and reasons in the column "Differences and Reasons from the Code of Practice for Sustainable Development of Listed OTC Companies”. And explain the plans to adopt relevant policies, strategies and measures in the future.

Note 2: The principle of materiality refers to environmental, social and corporate governance issues that have significant impacts on the Company's investors and other stakeholders.

90

Note 3: he risk management policies or strategies of the Company is as follows:

Sustainability
Issues
Risk
Type
Risk projects Potential risk factors Response strategy
Company
Governance
Market
Risk
Product
competition
The Company's production and sales are highly
interconnected with consumer electronics products. If the
general economic environment is unstable and affects
demand in the end market, revenue performance will be
affected; the emerging applications in the semiconductor
industry continue to lead technological change, which is
also a challenge that the Company needs to be careful in
order to enhance its competitiveness in the future.
To build up the core technology capability of
high-end
application
products,
increase
the
proportion of high value-added products such as
automotive and industrial control products, and
strengthen the product structure; to actively
develop green energy products (electric vehicles,
energy storage, solar energy) and expand the new
energymarket footprint.
Market
Risk
Geopolitics Frequent geopolitical conflicts (e.g. wars, border
blockades, trade barriers, etc.) and increasingly complex
and diverse geopolitical risks not only impact global
economic growth, but also increase the uncertainty of
future business operations and investments.
In addition to deeply exploring the Taiwan market,
we will also continue to expand overseas. Through
the integration of the group's business and the
development of local niche markets, we will
gradually increase our overseas profit contribution
to enhance regional diversity and diversify our
sources ofprofit.
Financial
Risk
Interest rate and
exchange rate
risk
Due to drastic changes in the global financial market,
fluctuations in exchange rates and interest rates may
erode the company's profits.
The Company utilizes natural hedging methods
such as foreign currency assets and liabilities
balancing, as well as the operation of derivatives
such as forwards and options to reduce exchange
rate risk. With respect to interest rate risk, the
Company regularly evaluates market capitalization
and bank interest rates in order to minimize the
impact of interest rate fluctuations on the
Company.
Operations
Risk
Information
security
Many well-known companies around the world and in
Taiwan
have
suffered
significant
losses
due
to
The Information Security Action Team was
established to strengthen the information security

91

Sustainability
Issues
Risk
Type
Risk projects Potential risk factors Response strategy
ransomware incidents. Cyberattacks may not only expose
companies to the risk of data leakage and ransomware,
but also to the possibility of disruption of production
systems, resulting in operational losses.
defense capability through the establishment of
internal control systems such as firewalls,
intrusion detection, and anti-virus systems, and
also to build up the awareness of all employees
through education and training and information
security promotion to reach the consensus that
everyone has a responsibility for information
security in order to safeguard the company's
information security.
Society Harms
Risk
Natural and
man-made
disasters
Due to special geological structure, destructive
earthquakes, natural disasters caused by climate change,
man-made emergencies, etc. in Taiwan, personal safety
and property damage are caused and may affect the
company's daily operations and production.
In response to all possible emergencies and natural
disasters,
the
Company
develops
all-round
response plans and procedures for risk prevention,
emergency response, crisis management and
operation continuity, and takes out adequate
property insurance in order to minimize damage in
the event of a disaster.
Harms
Risk
Occupational
health and safety
An unsafe working environment and employees' lack of
awareness of work safety may lead to a higher potential
risk of work safety accidents, which may damage
employees' lives and health as well as corporate property.
Continuously maintain ISO45001 and CNS 45001
certifications to ensure the effective operation of
the occupational safety and health management
system; conduct annual hazard identification and
risk assessment, and take appropriate preventive
measures to keep risks under acceptable levels;
provide regular/irregular employee safety and
health
education
and
training
to
enhance
employees' safety and health knowledge and
disaster response capabilities.

92

Sustainability
Issues
Risk
Type
Risk projects Potential risk factors Response strategy
Environment Climate
Change
Energy supply Climate change leads to long-term uneven rainfall and
depletion, which may affect the normal production
operation of production lines.
Enhance process wastewater management, build
water
recycling
systems,
introduce
digital
monitoring
systems,
and
plan
for
water
conservation and water supply based on climate
change and water availability.
Climate
Change
Carbon neutral
issues
With the global wave of net-zero carbon emissions,
countries continue to set net-zero emission targets and
amend related environmental laws and regulations, which
will increase the operating costs of enterprises.
We actively implement energy saving and carbon
reduction measures to reduce energy consumption
in production and daily operations, and integrate
the concept of green production into the daily
management of the enterprise.

Note 4: The Company's specific measures for the promotion of human rights are as follows:

Items Specific measures
Prohibition of forced
labor
Strictly abide by local laws and regulations and comply with the requirements of corporate social responsibility formulated by the
Company. And formulate a procedural “Management Procedure for Prohibition of Forced and Compulsory Labour”, implement the
relevant norms for the implementation of theprocedural book. Do not force or coerce anyone to engage in involuntarylabor.
Prohibition of child
labor
In accordance with corporate social responsibility and relevant human rights declarations, formulate “Management Procedure for
Prohibition of Forced and Compulsory Labour”, and implement relevant norms in the implementation procedures. The Company
also strictly requires that only those who are over 18 years old apply for the Company's work. Employees who are subsequently
hired will undergo two-factor authentication to ensure the implementation of relevantprocedures.
Prohibit discrimination In accordance with the requirements of corporate social responsibility and local laws and regulations, formulate “Management
Procedure for Prohibition of Non-discrimination and Harassment”, and implement relevant norms in the implementation procedures.
Not to discriminate against any person based on any factors that may cause discrimination (such as race, party, constellation, blood
type, etc.) in accordance with the procedures. And modify related work forms and processes, and do our best to provide
non-discriminatoryworkprocesses and environments.
Provide a safe working
environment
According to the working environment of employees, improve the software and hardware and continuously revise the relevant
management procedures. It also implements four major protection plans for labor health (maternal health protection, unlawful
violations in the execution of duties, abnormal workload, and human-induced hazards) to protect all laborers and provide a safer
workingenvironment.

93

Items Specific measures
Assist employees with
physical and mental
health/work-life balance
Provide a variety of employee activities (such as: general manager's quarterly coffee time, whole factory employee travel, whole
factory annual regular health check, fixed occupational medicine doctor stationed in the factory), based on employees' health needs,
care for colleagues; set up exclusive breastfeeding space and signed a special kindergarten, so that employees can work without
worries;set apaid “employee exclusive happybirthdayleave”;and tryour best to create a work-life balance work environment.
Corporate Social
Responsibility Education
and Training - All
newcomers and the
whole factory
The training of new recruits for each new recruit should include complete training related to labor (such as: prohibition of
discrimination, prohibition of forced labor, etc.), workplace safety and hygiene environment training, health promotion instructions,
workplace anti-bullying, anti-sexual harassment, etc. Let all personnel clearly understand the Company's regulations when they
enter the office; In addition, corporate social responsibility training is carried out for department heads, through the description of
diversity, let the supervisor more clearly understand the relevant regulations. Supervisors and colleagues work together to achieve a
win-win situation for enterprises and labor,and together theyarepart of corporate social responsibility.
Freedom of Association The Company does not have any restrictions on employees' freedom of association and collective consultation. The Company
complies with the RBA regulations and formulates "Management Procedure for Freedom of Association and Collective
Consultation". It respects and supports all employees’ rights of independence, freedom of association, collective bargaining and
negotiation, and participation in peaceful assemblies. Employees and any representatives may communicate and share their ideas
with management through labor-management meetings or other reasonable means of opinions feedback without fear of
discrimination,threat or harassment.

(5.1) Climate-related information of listed companies

1. Implementation of Climate-related Information

1. Implementation of Climate-related Information
Items Implementation Status
1. Describe the supervision and governance of
climate related risks and opportunities by the
Board of Directors and management.
The Company established the ESG Corporate Sustainability Committee (renamed the
ESG Promotion Office in January 2024) on March 1, 2022 to strengthen the promotion
of climate governance, with the President serving as the chairperson and the business
unit heads serving as the representatives of the promotion team. In 2023, the Board of
Directors was informed quarterly of the progress of the greenhouse gas (GHG)
inventory and verification, and through the operation of the "ESG Promotion Office",
reports and discussions on relevant climate issues were conducted to formulate
response strategies andpromote the sustainable operation of PANJIT Group.
2. Describe how the identified climate risks and
opportunities will affect the company's business,
In the climate risk and opportunity survey, the short term is defined as less than 3
years,the medium term is 3 to 5years,and the longterm is 6 to 9years.

94

Items Implementation Status
strategy and finances (short, medium and long
term).
In 2023, 5 risks and 5 opportunities were identified. Risk-related items are: Customer
needs change (short-term), Low-carbon technology/ Product transformation needs
(short-term), Company Sustainable Competitiveness (short-term), Lack of water
(short-term), Unstable Energy Supply (short-term) and; related to opportunities The
projects are: Enter new markets (short-term), Low-Carbon Product And Service
Opportunities (short-term), Make good use of incentives of the public sector
(short-term), Increase recycling rate (short-term) and Supply Chain Management
(medium-term). These risks and opportunities could potentially impact the Company's
operating revenues, costs and asset values.
In order to minimize the impact of climate change on our operations, after identifying
risks and opportunities, we have set short-, medium-, and long-term management goals
for greenhouse gas emissions, renewable energy construction, process waste water
recovery, waste reduction, and resource recycling and reuse, etc., in order to regularly
review and evaluate the achievement of the goals and formulate improvement plans
accordingly.
For details, please refer to pages98~103【Description of Climate Change Risks,
Opportunities,Impacts and CorrespondingStrategies.】
3. Describe the financial impact of extreme climate
events and transformational actions.
Extreme weather events will affect the stability of production lines and the supply
chain. The Company's production base in Taiwan is located in the southern region,
where the rainfall season is obvious. In order to minimize the risk of water shortages,
the Company has been investing in water-saving facilities, strengthening the recycling
of water resources, and increasing the rate of water recycling and reuse, among other
things. In addition, we work with a third party (water source company) to activate the
water supply mechanism when necessary to maintain plant operations and minimize
the risk of work stoppage loss or increase in water costs.
In terms of transformation actions, the Company will actively expand the product
layout of the green energy supply chain (solar energy/energy storage systems/electric
vehicles) and increase its revenue share in response to the green energy-related
applications derived from climate change. At the same time, the Company is also
committed to improvingthe manufacturing process,and strives to meet the objectives

95

Items Implementation Status
of low pollution, low energy consumption, and water conservation in the
manufacturing process.
The financial impact of these actions will be reflected in increased operating costs, but
at the same time will have a positive impact on entering new markets and increasing
opportunities for low-carbonproducts and services.
4. Describe how the identification, assessment and
management of climate risks are integrated into
the overall risk management system.
Through discussions and evaluations at meetings between members of the ESG
Promotion Office and sustainability consultants, the Company conducted risk
assessment on environmental (including climate change risk), social and corporate
governance issues related to the Company's operations based on the materiality
principle, formulated relevant risk management policies or strategies, and reported to
the Board of Directors on the status of risk management at least once ayear.
5. If scenario analysis is used to assess the
resilience to climate change risk, the scenarios,
parameters, assumptions, analytical factors, and
keyfinancial impacts should be described.
No response has been made.
6. If there is a transition plan for managing
climate-related risks, describe the plan and the
metrics and objectives used to identify and
manage entityand transition risks.
7. If internal carbon pricing is used as a planning
tool,the basis forprice settingshould be stated.
8. If climate-related targets are set, information on
the activities covered, the scope of greenhouse
gas emissions, the planning period, and the
annual progress of achievement should be
described; if carbon offsets or renewable energy
certificates (RECs) are used to achieve the
relevant targets, the source and amount of carbon
reduction credits offset or the amount of
renewable energycertificates(RECs)should be

96

Items Implementation Status
described.
9. Greenhouse gas inventory and confirmation,
reduction goals, strategies and specific action
plans (fill in 1-1 and 1-2 separately).
If the Company's paid-in capital does not reach NT$5 billion, the Company should
disclose GHG of the parent company from 2026, and GHG of the parent and
subsidiaries from year 2027; and complete the greenhouse gas verification of the
parent company from 2028, and the greenhouse gas verification of the parent and
subsidiaries from 2029.
Ourgreenhousegas verification is described in Table 1-1 below.

1-1 The company’s greenhouse gas inventory and confirmation status over the past two years

Year Operating
revenue
Items Scope I Scope II Scope III Status of confirmation
2023 7,889.88 Emission volume
(metric tons of
CO2e)
521.0241 23,080.3234 14,588.4725 The 2023 greenhouse gas inventory data were
self-inventory data. As of the publication date of
the annual report, the verification has not been
completed. The information will be disclosed in
the next annual report.
Intensity 2.99 1.85
2022 8,855.79 Emission volume
(metric tons of
CO2e)
463.5023 24,548.0321 22,272.2918 Confirmed scope: greenhouse gas emissions in
2022, including the plant located at No. 24 & 34,
Gangshan North Road, Gangshan District,
Kaohsiung City
Inspection agency: SGS Taiwan Ltd.
Inspection standard: ISO14064-1:2018
Inspection Opinions: Inspection statements with
reasonable warranties for Categories 1 and 2 and
limited warranties for Categories 3 to 6 are listed
without unqualified opinions.
Intensity 2.82 2.51

Note 1: Direct emissions (Category I, i.e. emissions directly from sources owned or controlled by the company), indirect emissions from energy sources (Category II, i.e. indirect greenhouse gas emissions from imported electricity, heat or steam) and other indirect emissions (Category II, i.e. emissions from company activities that are not indirect emissions from energy sources but from sources owned or controlled by other companies):

Note 2: The scope of direct emissions and indirect energy emissions information shall be handled in accordance with the timetable set by the order stipulated in Article 10, Paragraph 2 of the Guidelines, and other indirect emissions information may be disclosed voluntarily.

Note 3: Greenhouse gas inventory standard: Greenhouse Gas Protocol (GHG Protocol) or ISO 14064-1 issued by the International Organization for Standard-ization (ISO).

97

  • Note 4. The intensity of greenhouse gas emissions can be calculated per unit of product/service or turnover: but at least the data calculated in terms of turnover (NT$ million) should be described.

(Note) Greenhouse gas emission intensity: greenhouse gas emissions (tons)/ Operating revenue (NT$ million)

  • 1-2 GHG reduction goals, strategies and specific action plans: The company’s paid-in capital has not reached NT$5 billion and should be disclosed starting from 2027.

【 Description of Climate Change Risks, Opportunities, Impacts and Corresponding Strategies 】

Risk
Category
Risk
Topic
Possible
timetable
Risk
Impact on PANJIT
Potential
financial
impact
Opportunity
Category
Opportunity
Topic
Opportunity
Possible
timetable
Corresponding Strategies
Market Customer needs
change
Short In response to the
importance of global
climate change issues,
corporate climate
commitments have driven
changes in the entire
market and customer
needs, including the use
of renewable energy,
low-carbon products and
technologies, green
supply chains, etc., if they
cannot meet the needs of
market transformation, it
may lead to customer
order transfer and market
share reduction, which
will directly affect the
company's operations. In
recent years, PANJIT has
been actively developing
green energysupplychain
 Increased
operating
costs
 Decreased
operating
income
 Increased
operating
income
Market Enter new
markets
Short Enhance the R&D and application of products in
the green energy market
 Continue the investment and strategic layout in
power semiconductor field and provide more
complete Power Solutions through diversified
product lines.
 Continue the deep plowing in the automotive
market, provide solutions in relation to
e-vehicle applications, connect with end
customers closely, and provide stable supply to
reach growth together.
 In response to the application of green energy
derived from climate change, the company
will expand the product layout of charging
piles, energy storage systems, and solar
energy.
 In the short-term, we will increase the revenue
share of the green energy supply chain (solar
energy/energy storage systems/e-vehicles)
through the existing product line.
 In the medium and long term, we will develop a
new generation of power component products
through a new generation of independent
development technology, providing more
effective products in the green energy industry
to achieve the effect of energy conservation.
Technology Low-carbon
technology/
Product
transformation
needs
Short Products/
Serves
Low carbon
product and
service
opportunities
Short

98

Risk
Category
Risk
Topic
Possible
timetable
Risk
Impact on PANJIT
Potential
financial
impact
Opportunity
Category
Opportunity
Topic
Opportunity
Possible
timetable
Corresponding Strategies
(solar/energy storage
system/electric vehicle)
products, investing more
in green R&D to expand
its market share in the
green energy market, and
developing more efficient
energy-saving products to
reduce energy
consumption for end
consumers.
Goodwill Corporate
sustainable
competitiveness
Short As a part of the global
semiconductor industry
supply chain, PANJIT has
certain responsibilities to
work together with global
supply chain partners on
the road to net zero and
carbon reduction. If there
 Increased
operating
costs
 Decreased
operating
income
 Decreased
operating
Market Make good
use of
incentives of
the public
sector
Short Work with the supply chain and set GHG
reduction targets
 Confirm the support from the high-level
management of the suppliers and start to
conduct GHG reduction.
 Confirm that the suppliers have started the
implementation. If not yet started, we will ask
the suppliers to provide a schedule for future
implementation.
 Confirm whether the goals set are achieved
based on the goals planned by the suppliers. If

99

Risk
Category
Risk
Topic
Possible
timetable
Risk
Impact on PANJIT
Potential
financial
impact
Opportunity
Category
Opportunity
Topic
Opportunity
Possible
timetable
Corresponding Strategies
is a lack of climate risk
management and
performance, there may
be a risk of customer
transfer or loss of
potential customers.
PANJIT actively
strengthens the
sustainable management
of the supply chain,
cooperates with relevant
government incentive
policies, works with
suppliers to promote
low-carbon
manufacturing, and jointly
sets greenhouse gas
reduction targets to move
towards net-zero
emissions and enhance
sustainable
competitiveness.
income
 Increased
operating
income
Resilience Supply chain
management
Medium counseling is needed, the responsible unit of the
plant will be entrusted to provide counseling.
 Participate in the energy conservation and
carbon reduction related subsidy projects of the
Industrial Development Administration.
 Achieve the ultimate goal of carbon neutrality
and net-zero emissions.
- - - PANJIT strives to increase
the recycling ratio and
continues to recycle the
e-waste (waste rubber,
metal scraps, scrap
products)and waste
 Decreased
operating
income
 Decreased
operating
income
Resource
Efficiency
Increase
recycling
rate
Short Improvement of resource recycling and reuse
rate
 Establish a recycling mechanism and continue
to increase the recycling and reuse rates of the
e-waste (metal scraps, scrap products), waste
rubber, and waste liquid.
 E-waste (metal scraps, scrap products)
 After recyclingthe chipscraps,high-purity

100

Risk
Category
Risk
Topic
Possible
timetable
Risk
Impact on PANJIT
Potential
financial
impact
Opportunity
Category
Opportunity
Topic
Opportunity
Possible
timetable
Corresponding Strategies
liquids in the plant. In
addition to reducing the
environmental impact of
new resources extraction,
the waste disposal costs
can also be reduced,and
additional revenue can be
brought, enhancing the
corporate image and
customers’ favor.
precious metals of gold and silver can be refined.
 Reuse of waste rubber: Outsource and cooperate
with qualified suppliers and remake the waste
rubber into hollow bricks to reuse the waste and
reduce the environmental impact.
 Recycle waste liquids: After reprocessing the
waste acid liquid containing heavy metal
produced during the process, the industrial raw
material, nickel sulfate, can be produced for
reuse.
 Continue to evaluate the feasibility and
applicability of recycling/regeneration with
downstream recyclingmanufacturers.
Physical
risk
Lack of water Short In response to global
warming and extreme
weather conditions,
Taiwan in recent years,
making the difference in
dry and wet seasons more
obvious. Under policy
influence, water use
reduction and allocation
during low water periods
may pose a risk of water
scarcity. Although
PANJIT has not
experienced any shutdown
due to water shortage, it
still needs to continuously
reduce water consumption
and improve water
 Increased
operating
costs
 Decreased
asset
value
- - - Systematic management of process wastewater
 Process wastewater: It has to be treated in the
plant before being discharged, and it is managed
separately in accordance with the drainage
characteristics, which can increase the recovery
rate of water.
 Part of the waste acid liquid: Organic waste
liquids still have economic value for recycling,
and the separate diversion for treatment can
reduce the dosage of wastewater treatment,
which can also reduce the difficulty of back-end
waste treatment and environmental load.
 Reduction of sludge: Introduce a sludge dryer to
reduce the sludge produced in the process. Then
it is entrusted to qualified waste removal and
treatment service providers for final disposal.
The sewage separated during the drying process
enters the company’s wastewater treatment
system for treatment so as to meet the discharge
standards.
 Water outage of the water plant: Negotiate with
the third party (water source company) on the
subsequent cooperation projects to purchase
water if needed.

101

Risk
Category
Risk
Topic
Possible
timetable
Risk
Impact on PANJIT
Potential
financial
impact
Opportunity
Category
Opportunity
Topic
Opportunity
Possible
timetable
Corresponding Strategies
recycling and reuse rates
to reduce the risk of
shutdown losses or
increased water costs.
Water conservation promotion and hardware
improvement for domestic water
 Provide relevant promotional materials and post
warnings and reminders at key water use areas
(faucets) for the saving of domestic water.
 The faucets of the entire plants have been
replaced with sensor faucets, and the factory
facility unit conducts control of the water
volume and adjusts the discharge water flow
accordingly based on the water pressure on the
water meter.
 Prepare water reserves in theplant.
Physical
risk
Unstable
energy supply
(Power outage/
rationing))
Short Global warming leads to
increasing higher average
temperature globally,
especially during summer
peak or in areas with
concentrated economic
activities. The excessive
demand may be beyond
the carrying capacity of
the power system, which
may result in power
outages or power
rationing. PANJIT’s main
production base is located
in Taiwan. There have
been unexpected power
outages that affected
operations, but no major
losses have been caused.
 Increased
operating
costs
- - -  Energy-consuming equipment: Introduce a
carbon energy system to effectively manage
high-energy-consuming equipment and reduce
the electricity consumption of their equipment.
 Continuously evaluate the introduction of
emergency generator settings and solar energy。
 Plan to introduce second-generation factories
for mass production to avoid risks.

102

Risk
Category
Risk
Topic
Possible
timetable
Risk
Impact on PANJIT
Potential
financial
impact
Opportunity
Category
Opportunity
Topic
Opportunity
Possible
timetable
Corresponding Strategies
However, if the frequency
or severity of the sudden
power outages increases,
production delays or
interruption may occur. To
lower this risk, it may be
necessary for PANJIT to
add backup generating
units or other alternative
energy resources to cover
energy needs during
power outages, which
may also increase the
operatingcosts.

103

  • (VI) The state of performance of ethical operation and its differences with the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies and its reasons
TWSE/TPEx Listed Companies and its reasons
Assessment Item Status of implementation(Note 1) Discrepancies between its
implementation and the Ethical
Corporate Management Best Practice
Principles for TWSE/TPEx Listed
Companies and reasons for such
discrepancies
Yes No Summary and Explanation
I. Formulating ethical corporate management policies and programs
(Ⅰ) Has the Company established the ethical corporate
management policies approved by the Board of Directors and
specified in its rules and external documents the ethical
corporate management policies and practices and the
commitment of the Board of Directors and senior management
to rigorous and thorough implementation of such policies?
(Ⅱ) Has the Company established a risk assessment mechanism
against unethical conduct, analyze and assess on a regular basis
business activity within its business scope which are at a higher
risk of being involved in unethical conduct, and establish
prevention programs accordingly, which shall at least include
the preventive measures specified in Paragraph 2, Article 7 of
the "Ethical Corporate Management Best Practice Principles for
TWSE/TPEx Listed Companies"?

(Ⅰ)The Company has established the "Integrity
Management Code" and has been approved by the
board of directors. The aforementioned measures
are disclosed on the Company's website and public
information observatory, expressing the policies
and practices of honest management. The Company
has also formulated the "Corporate Social
Responsibility Policy (Guideline)", which expressly
expresses the Company's belief in clean operation
and fair trade in the policy (guideline).
(Ⅱ)In order to prevent dishonest acts, the Company has
formulated relevant preventive measures, including
the formulation of "Procedures and Conduct
Guidelines for Integrity Management" for
employees to follow, the design of an effective
accounting system and internal control system to
prevent acts with potentially higher risk of
dishonesty, and the establishment of a reporting
mechanism to detect dishonest acts, etc. The scope
of these measures covers the preventive measures
for acts underparagraph 2 of Article 7 of the

No differences
No differences

104

Assessment Item Status of implementation(Note 1) Status of implementation(Note 1) Status of implementation(Note 1) Discrepancies between its
implementation and the Ethical
Corporate Management Best Practice
Principles for TWSE/TPEx Listed
Companies and reasons for such
discrepancies
Yes No Summary and Explanation
(Ⅲ) Has the Company specified in its prevention programs the
operating procedures, guidelines, punishments for violations,
and a grievance system and implemented them and review the
prevention programs on a regular basis?
"Ethical Corporate Management Best Practice
Principles for TWSE/GTSM Listed Companies".
(Ⅲ)In order to actively prevent dishonest behavior, the
Company has formulated regulations such as
"Integrity Management Operation Procedures and
Behavior Guidelines", "Stakeholders' Suggestions
and Complaints Management Measures", etc.
Specifically regulate the matters that the personnel
of the Company should pay attention to when
carrying out business, as well as the punishment
and appeal system in the event of violations. The
specialized
unit
shall
handle
the
revision,
implementation, interpretation, consulting services,
registration and filing of notification contents and
other
related
operations
and
supervise
the
implementation of the aforementioned regulations,
and review and revise them regularly.














No differences
II. Implementing ethical corporate management
(Ⅰ) Has the Company evaluated ethical records of its counterparty?
Does the contract signed by the Company and its trading
counterparty clearly provide terms on ethical conduct?
(Ⅱ)Has the Companyset upa dedicated unit under the Board of


(Ⅰ)In addition to assessing their integrity records, the
Company also requires the signing of the "Supplier
Incorruptibility and Anti-Bribery Commitment". And
the signed contract also stipulates the terms of
integrity and morality, and states the responsibility
for breach of contract.
(Ⅱ)The Companydesignates the President's Office to





No differences
No differences

105

Assessment Item Status of implementation(Note 1) Status of implementation(Note 1) Status of implementation(Note 1) Discrepancies between its
implementation and the Ethical
Corporate Management Best Practice
Principles for TWSE/TPEx Listed
Companies and reasons for such
discrepancies
Yes No Summary and Explanation
Directors to promote ethical corporate management and
regularly (at least once every year) report to the Board of
Directors the implementation of the ethical corporate
management policies and prevention programs against unethical
conduct?
coordinate relevant units to build an "Integrity
Management Promotion Team” depending on the
business contents, to be responsible for formulating
policies on integrity management and prevention of
dishonest practices and monitoring the
implementation of such policies, and to report to the
Board of Directors at least once a year.
The Company's 2023 integrity management
promotion situation is as follows:
1. Continuously promote and supervise the signing
of anti-bribery pledges, with 777 signatures and
a 100% achievement rate.
(Note)Taking into account the content of the duties, the
anti-bribery pledge is mainly signed by indirect staff.
2.
Implementation
of
the
management
and
maintenance of the dedicated e-mail mailbox for
complaints and handling of complaint cases.
During the year, the Company's dedicated e-mail
mailbox for complaints against bribery did not
receive any letters of complaint about bribery or
acceptance of bribes.
3. Conduct online education and training on
"prohibition of insider trading" for all directors
and managers, The course contents include:
"Requirements
for
Insider
Trading",












106

Assessment Item Status of implementation(Note 1) Status of implementation(Note 1) Status of implementation(Note 1) Discrepancies between its
implementation and the Ethical
Corporate Management Best Practice
Principles for TWSE/TPEx Listed
Companies and reasons for such
discrepancies
Yes No Summary and Explanation
"Punishments for Violating Insider Trading",
"How to Avoid Accidental Insider Trading" and
other topics.
4. All directors completed the signing of the
"Statement of Good Faith Management" on June
14, 2023, the date of re-election and assumption
of office.
5. On November 9, 2023, the Board of Directors
approved the addition of "Directors shall not
trade in the Company's shares during the closed
period of 30 days prior to the announcement of
the annual financial report and 15 days prior to
the announcement of the quarterly financial
report" to the "Procedures for Management of
Insider Trading Prevention". In November 2023,
the Board of Directors was notified by e-mail of
the date of the 2024 Board of Directors Meeting,
and the closing period before the announcement
of each quarterly financial report was also
shown to prevent the directors from violating the
regulation inadvertently.
The aforementioned performance assessment results
were reported to the Board of Directors on March 8,
2024.
(III)The Companyhas special e-mail mailboxes for




















107

Assessment Item Status of implementation(Note 1) Status of implementation(Note 1) Status of implementation(Note 1) Discrepancies between its
implementation and the Ethical
Corporate Management Best Practice
Principles for TWSE/TPEx Listed
Companies and reasons for such
discrepancies
Yes No Summary and Explanation
(III) Has the Company established policies to prevent conflicts of
interest, provided an appropriate channel for reporting such
conflicts and implemented them?
(IV) Has the Company established effective accounting systems and
internal control systems to implement ethical corporate
management and had its internal audit unit, based on the results
of assessment of the risk of involvement in unethical conduct,
devise relevant audit plans and audit the compliance with the
prevention programs accordingly or entrusted a CPA to conduct
the audit?
(V) Does the Company regularly hold internal and external training
related to ethical corporate management?


complaints as a channel for representation. In
addition, the supervisors of the administrative
management units are responsible for the processing
of file-building projects, and the auditing office
cooperates with the legal affairs office to track the
progress, so as to deal with the complaints in a fair
and timely manner.
(IV)The
Company
has
established
an
effective
accounting system and internal control system to
prevent behaviors with potential high risk of
dishonesty. The internal audit unit prepares an annual
audit plan based on the risk assessment results,
performs audits accordingly, and reports audit results
to the Audit Committee and the Board of Directors
on a regular basis.
(V) In addition to regular education and training on
Sustainability and integrity management when new
recruits arrive, the Company also holds regular
integrity
management
publicity
seminars
to
demonstrate the Company's determination to operate
with integrity.


















No differences
No differences
No differences
III. Implementation of the Company’s whistle-blowing system
(I) Has the Company established a specific whistle-blowing and
reward system, set up convenient whistle-blowing channels and
designated appropriatepersonnel to handle investigations
(I) In the "Guidelines for Operational Procedures and
Behaviors of Integrity Management" formulated by
the Company,it clearlydefines the reportingand



No differences

108

Assessment Item Status of implementation(Note 1) Status of implementation(Note 1) Status of implementation(Note 1) Discrepancies between its
implementation and the Ethical
Corporate Management Best Practice
Principles for TWSE/TPEx Listed
Companies and reasons for such
discrepancies
Yes No Summary and Explanation
against wrongdoers?
(Ⅱ) Has the Company established the standard operating
procedures for investigating reported misconduct, follow-up
measures to be adopted after the investigation, and related
confidentiality mechanisms?
(III) Has the Company set up protection for whistle-blowers to
prevent them from being subjected to inappropriate measures as
a result of reporting such incidents?

reward system, reporting channels, and designated
personnel for acceptance. All reports of dishonest
conduct or misconduct shall be handled in
accordance with these regulations.
(Ⅱ) In the "Guidelines for Operational Procedures and
Behaviors of Integrity Management" formulated by
the Company, follow-up measures to be adopted
after the investigation, and related confidentiality
mechanisms. All reports of dishonest conduct or
misconduct shall be handled in accordance with
these regulations.
(III)The "Guidelines for Operational Procedures and
Behaviors of Integrity Management" formulated by
the Company clearly stipulates measures to protect
whistle-blowers from being improperly dealt with
due to whistle-blowing. All reports of dishonest
conduct or misconduct shall be handled in
accordance with these regulations.









No differences
No differences
IV. Enhancing information disclosure
(Ⅰ) Has the Company disclosed the contents of its best practices
for ethical corporate management and the effectiveness of
relevant activities upon its official website or Market
Observation Post System (MOPS)?
The Company has disclosed the content and
effectiveness of its ethical corporate management best
practice principles on its website and the Market
Observation Post System (MOPS) and disclosed the
Company's performance of integrity management and
the measures taken in the annual report and the
Company's website.
No differences

109

  • Status of implementation (Note 1) Discrepancies between its implementation and the Ethical

  • Corporate Management Best Practice

  • Assessment Item Yes No Summary and Explanation Principles for TWSE/TPEx Listed Companies and reasons for such discrepancies

  • V. If the Company has formulated its own principles of integrity operation based on "Code of Integrity Practice Rules for TWSE/TPEx Listed corporations", please state the difference between its principles and its operation: No difference.

  • Based on the “Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies”, the Company has set up “Ethical Corporate Management Best Practice Principles”. All operating activities are carried out in accordance with this code, and there is no difference.

  • VI. Other important information that facilitates the understanding of the implementation of ethical corporate management: (such as review and amendment of the Company's Ethical Corporate Management Best Practice Principles)

    1. On August 8, 2019 and January 17, 2020, the board of directors of the Company approved the revision of the "Integrity Management Code" and "Integrity Management Operating Procedures and Behavior Guidelines", which were reported at the 2020 Annual General Meeting of Shareholders.
    1. On August 12, 2020, the board of directors of the Company approved the revision of the "Code of Ethics and Conduct" and reported it at the 2021th Annual Shareholders’ Meeting.

Note 1: No matter whether you tick “Yes” or “No”, the operation status should be stated in the summary description field.

110

  • (VII) If the Company has adopted corporate governance best-practice principles or related

bylaws, disclose how these are to be searched.

  1. The Company has established the corporate governance best practice principles and other relevant regulations, as follows:

  2. (1) Ethical Corporate Management Best Practice Principles

  3. (2) The Company’s “Procedures for Ethical Management and Guidelines for Conduct”.

  4. (3) Code of Ethical Conduct

  5. (4) Sustainable Development Code of Practice

  6. (5) Operational specifications related to financial business between related parties

  7. (6) Organizational Rules of the Remuneration Committee

  8. (7) Key points of executive training for directors

  9. (8) Suggestions from stakeholders and methods for handling complaints

  10. (9) Procedures for preventing insider trading management

  11. (10) The Board Diversity Policy is disclosed on the Company’s website and annual report.

  12. (11) The performance evaluation method of the board of directors and functional committees

  13. (12) Corporate Governance Best Practice Principles

  14. (13) Rules on the scope of duties of independent directors

  15. (14) Organizational Rules of Audit Committee

  16. (15) Standard operating procedures for handling directors' requests

  17. Inquiry method:

  18. You can go to the Market Observation Post System (https://mops.twse.com.tw/) under "Corporate Governance" under "Determine the Rules and Regulations of Corporate Governance" or the Company's website (https://www.panjit.com.tw) "Important Company Rules" under "Corporate Governance" in "Investor Zone".

  19. (VIII) Other significant information that will provide a better understanding of the state of the Company's implementation of corporate governance may also be disclosed: None

  20. (IX) The section on the state of implementation of the Company's internal control system shall furnish the following:

  21. Statement on Internal Control System: detailed in Appendix IV.

  22. If a CPA has been hired to carry out a special audit of the internal control system, please furnish the CPA audit report: None.

  23. (X) For the most recent year or during the current year up to the date of publication of the annual report, for any sanctions imposed in accordance with the law upon the Company or its internal personnel, or any sanctions imposed by the Company upon its internal personnel for violations of internal control system provisions, of which the penalty may significantly affect the shareholders’ interests or the security prices, the penalty details, principal deficiencies, and the state of any efforts to make improvements shall be disclosed: None.

111

  • (XI)Material resolutions of a shareholders meeting or a Board Meeting during the most recent year or the current year up to the date of publication of the annual report.

  • Major resolutions of the Shareholders Meeting

Date of
meeting
Major Resolutions of the Board of Directors Implementation Status
June 14,
2023
1. To approve the 2022 Business Report and
Financial Statements
2. To approve 2022 Earnings Distribution
Proposal.
3. To re-elect directors of the Company.
The list of elected directors is as follows:
Director Fang, Ming-Ching,
Director Fang, Ming-Tsung,
Director Zhong, Yun-Hui,
Representatives of King Mao Investment Co.,
LTD.:
Director Lin, Hung Kang,
Director Lin, Chun-Hsiang,
Director Chen, Tso- Ming,
Independent Director Chen, Yi- Chen,
Independent Director Fan, Liang-Fu,
Independent Director Chu, Chun- Hsiung,
Independent Director Tai, Yih-Chi.
4. To Release the Non-compete Restriction on
New Directors and the Representatives.
1. Completed.
2. Cash dividends are distributed at
NT$3 per share; according to the
authorization of the board of
directors, the chairman has set
August 5, 2023 as the ex-dividend
base date, and cash dividends were
distributed on August 30, 2023.
3. On July 30, 2023, the Ministry of
Economic Affairs approved the
registration of these amendments.
These amendments were announced
on the official website of the
Company.
4. Completed.

2. Important resolutions of the Board of Directors

Date of
meeting
Major resolutions of the Shareholders Meeting
January
13, 2023
1. Approved the Company's 2023 business plane.
2. Approved the provision of non-confirmation services by Ernst & Young and its
affiliates.
3. Approved the cancellation of the comprehensive credit line, foreign exchange
comprehensive line and financial product transaction line approval of by the Board of
Directors in 2022 but not used.
4. Approved the application for loan to the subsidiary from the Company.
5. Approved the Company’s 2022 annual bonus for managerial officers.
6. Approved the Company's 2022 annual manager salary remuneration and performance
assessment proposal.
7. Approved the Company’s 2022 directors’ remuneration andperformance assessment.

112

Date of
meeting
Major resolutions of the Shareholders Meeting
March 10,
2023
1. Approved the 2022 annual employee bonus distribution plan.
2. Approved the appropriation of directors' and employees' remuneration for the year 2022
of the Company.
3. Approved the business report and financial statements for the year 2022 of the
Company.
4. Approved the Company’s 2022 profit distribution.
5. Approved the assessment of independence assessment and appointment and
remuneration for the Company's CPAs.
6. Approved the application for comprehensive credit line, foreign exchange
comprehensive line and financial product transaction line.
7. Approved the proposal for the 2022 "Statement on Internal Control System”.
8. Approved the amendment to the "Corporate Governance Best Practice Principles".
9. Approved the amendment of the Company's "Sustainable Development Best Practice
Principles ".
10. Approved the amendment to the "Directions for the Implementation of Continuing
Education for Directors ".
11. Approved the amendment to the "Rules Governing Financial and Business Matters
Between this Corporation and its Related Parties".
12. Approved the suspension of the capital increase through private common stock
approved at the 2022 Annual Regular Shareholders’ Meeting.
13. Approved the re-election of directors of the Company.
14. Approved the nomination and review of candidates for director (including
independent director).
15. Approved lifting non-competition restrictions for new Directors.
16. Approved the relevant matters for convening the Company's 2023 regular
shareholders’ meeting.
17. Approved the nominations of candidates for directors (including independent
directors) from shareholders holding more than 1% of the shares through the regular
shareholders’ meeting.
April 7,
2023
1. Approved the amendment to the election of directors of the Company.
2. Approved the amendment to the nomination and review of the list of candidates for
director (including independent director).
3. Approval of lifting non-competition restrictions for new Directors.
4. Approved the amendment to the Regular Meeting of Shareholders to accept
nominations of candidates for directors (including independent directors) from
shareholders holding1% or more of the shares.
May 9,
2023
1. Approved the 2023 Q1 Financial Statements of the Company
2. Approved the company’s thirteenth base date for cancellation of treasury shares
repurchased and capital reduction.
3. Approved the application for comprehensive credit line, foreign exchange
comprehensive line and financial product transaction line.
4. Approved the 2022 employee bonus distribution plan.
5. Approved the 2022 director bonus distributionplan.
June 14,
2023
1. Proposal of the election of new Chairman of the Company.
2. Approval of the member appointment for the fifth Remuneration Committee.

113

Date of
meeting
Major resolutions of the Shareholders Meeting
August 8,
2023
1. Approved the 2023 Q2 Financial Statements of the Company.
2. Approved the application for comprehensive credit line, foreign exchange
comprehensive line and financial product transaction line.
3. Approval of salaryadjustment for the Company’s managerial officers.
November
9, 2023
1. Approved 2023 Q3 Financial Statements of the Company.
2. Approved the internal audit plan that the Company expects to implement in 2024.
3. Approved the amendments to the “Internal Control System” and the “Implementation
Rules for Internal Audit” of the Company.
4. Approved the amendment to the Company's "Procedures for Prevention of Insider
Trading Management".
5. Approved the Company’s loans to its subsidiaries.
6. Approved the application for loan to the subsidiary from the Company.
7. Approved the revocation of the Consolidated Credit Line, Consolidated Foreign
Exchange Line, and Financial Instruments Trading Line, which had been approved by
the Board of Directors but not utilized in 2023.
8. Approved the application for comprehensive credit line, foreign exchange
comprehensive line and financial product transaction line.
9. Approved the discussion on the compensation of the company’s new managers.
January
26, 2024
1. Approved the 2024 business plan.
2. Approved the establishment Sustainability Committee and Sustainability Committee
Charter.
3. Approved the appointment of the members of the first “Sustainability Committee”.
4. Approved the Company’s 2023 annual bonus for managerial officers.
5. Approved the Company's 2023 annual manager salary remuneration and performance
assessment.
6. Approved the Company’s 2023 director remuneration andperformance assessment.
March 8,
2024
1. Approved 2023 director bonus distribution plan.
2. Approved 2023 director and employee bonus distribution plan.
3. Approved the Company's 2023 business report and financial statements.
4. Approved the Company’s 2023 profit distribution.
5. Approved the assessment of independence assessment and appointment and
remuneration for the Company's CPAs.
6. Approved the provision of non-confirmation services by Ernst & Young and its
affiliates.
7. Approved the proposal for the 2023 "Statement on Internal Control System”.
8. Approved the amendment to the "Rules Governing the Preparation and Filing of
Sustainability Reports ".
9. Approved the amendment to the Company's "Risk Management Measures ".
10. Approved the amendment to the "Regulations Governing Procedure for Board of
Directors Meetings ".
11. Approved the establishment of the "Audit Committee Charter" of the Company.
12. Approved the amendments to the "Rules of Procedure for Shareholders Meetings".
13. Approved the amendments to the Company's Articles of Incorporation.
14. Approved the relevant matters for convening the Company's 2024 annual general
meeting.

114

  • (XII) Where, during the most recent year or the current year up to the date of publication of the annual report, a director or supervisor has expressed a dissenting opinion with respect to a material resolution passed by the Board of Directors, and said dissenting opinion has been recorded or prepared as a written declaration, disclose the principal content thereof: None.

  • (XIII) Any resignation or dismissal of the Company's chairperson of the board, President, accounting manager, financial executive, internal audit manager, and R&D executive in the most recent year up to the publication date of this report: None.

V. Information on certified public accountant Professional Fees

Unit: NTD Thousand Dollars

Name of
accounting
firm
Name of certified
public accountant
Audit period Audit
fee
Non-
audit fee
Remarks
Ernst & Young
Taiwan
Chen, Cheng-Chu January 1, 2023-
December 31, 2023
5,840
274

1. Tax certification fee: NT$170
thousand
2. Salary information inspection
service fee of NT$50 thousands
for non-supervisor employees
3. Business registration service
fee: NT$54 thousand

Fuh, Wen-Fun

Note: If the Company has replaced the CPAs or accounting firm in the current year, the audit period shall be listed separately, and the reason for replacement shall be stated in the Remark column. Non-audit public fees and should be annotated to explain its service content

  • (I) When the Company changes its accounting firm and the audit fees paid for the year in which such change took place are lower than those for the previous year, the amounts of the audit fees before and after the change and the reasons shall be disclosed: Not applicable.

  • (II) When the audit fees paid for the current year are lower than those for the previous year by 10 percent or more, the reduction in the amount of audit fees, reduction percentage, and reason(s) therefor shall be disclosed:

The company's public audit expenses for 2023 decreased by NT$1,950 thousand compared with the previous year, a decrease of 25%. The main reason for the decrease in audit fees is that the company did not appoint an accountant to issue an English financial audit or review report.

VI. Information on Replacement of certified public accountant

None.

  • VII. If the chairman, president, or manager in charge of financial or accounting affairs of the Company has worked for a firm of certified public accountants or its affiliates within the last one year, the Company shall disclose his/her name, title, and the period of time that he/she has worked for the firm of certified public accountants or its affiliates

None.

115

VIII. Any transfer of equity interests and/or pledge of or change in equity interests (during the most recent year or during the current year up to the date of publication of the annual report) by a director, supervisor, managerial officer, or shareholder with a stake of more than 10 percent during the most recent year or during the current year up to the date of publication of the annual report

(I) Share changes by directors, supervisors, managers, and major shareholders

Unit: shares

Unit: shares Unit: shares
Title (Note 1) Name 2023 For the current year up to April
15 in the current year
Increase
(decrease) in
the number
of shares
held
Increase
(decrease) in
the number
of shares
pledged
Increase
(decrease) in
the number
of shares
held
Increase
(decrease) in the
number of
shares pledged
Chairman and
President
Fang, Ming-Ching 0 0 0 0
Directors Fang, Ming-Tsung(Note 4) 0 0 0 0
Directors Zhong, Yun-Hui 0 0 0 0
Corporate Director King Mao Investment
Co., LTD.
475,000 2,500,000 0 0
Corporate Director
Representative
Lin, Hung Kang 0 0 0 0
Corporate Director
Representative
Lin, Chun-Hsiang
(Took office on June 14,2023)
0 0
Corporate Director
Representative and
Vice President
(Chief Operating
Officer)
Chen, Tso- Ming 0 0 0 0
Independent director Chen, Yi- Chen 0 0 0 0
Independent director Fan, Liang-Fu 0 0 0 0
Independent director Chu, Chun-Hsiung
(Took office on June 14,2023)
0 0 0 0
Independent director Tai,Yih-Chi
(Took office on June 14,2023)
0 0 0 0
Independent director Chen, Shi-Zhen
(Resigned on June 14,2023)
0 0 - -
Chief Strategy
Officer
Li, Xue-Han
(Position adjustment on April 1,
2024)
0 0 0 0
Vice President KOENIG ROLAND
HERBERT
0 0 0 0
Vice President Yang, Chao-Chuan 0 0 0 0
Vice President Lin, His
(Took office on May 10, 2022;
and resigned on June 9,2023)
0 0 - -
Vice President Chiew, Teo Ann 0 0 0 0
Vice President Yeo, Woon-Young
(Took office on October 2,
2023)
3,000 0 7,000 0
Chief Financial
Officer
Shen, Ying-Hsiu 0 0 0 0

116

Title (Note 1) Name 2023 2023 For the current year up to April
15 in the current year
For the current year up to April
15 in the current year
Increase
(decrease) in
the number
of shares
held
Increase
(decrease) in
the number
of shares
pledged
Increase
(decrease) in
the number
of shares
held
Increase
(decrease) in the
number of
shares pledged
(Financial
supervisor)
Chief Accountant
Officer
(Accounting
Supervisor,
Corporate
Governance
Supervisor)
Hsieh, Pai-Cheng 0 0 0 0
Major shareholders King Mao Investment
Co., LTD.
475,000 2,500,000 0 0
  • Note 1: Shareholders holding more than 10% of the Company's total shares should be marked as major shareholders and listed separately.

  • Note 2: Where the counterparty for equity transfer or pledge is a related person, the following form should be filled out.

  • Note 3: For directors and managers who took office or dismissed during 2023 and 2024, the number of shares held or

  • pledged shares increased (decreased) based on the number of shares on the day they took office or dismissed.

  • Note 4: The company conducted a comprehensive re-election of directors on June 14, 2023, and Fang, Ming-Tsung, the former representative of King Mao Investment Co., LTD., was elected as a natural person director.

(II) Where the counterparty for equity transfer is a related person: None.

(III) Where the counterparty of equity pledged is a related party: None.

117

IX. Relationship information, if among the Company's ten largest shareholders any one is a related party or a relative within the second degree of kinship of another

April 15,2024;Units: shares April 15,2024;Units: shares April 15,2024;Units: shares April 15,2024;Units: shares April 15,2024;Units: shares April 15,2024;Units: shares April 15,2024;Units: shares
NAME
(NOTE 1)
SELF
SHARES HELD
BY SPOUSE OR
MINOR CHILDREN
SHARES HELD
IN THE NAME
OF OTHER
PERSONS
SHARES HELD
COMBINED
Title or name and relationship of the 10
largest shareholders who are related parties
or each other's spouses and relatives within
the second degree of kinship (NOTE 3)
RE
MA
RK
No. of
shares
Share
holding
%
No. of
shares
Share
holding
%
No. of
shares
Share
holding
%
Name
(or Name)
Relation
King Mao
Investment Co.,
LTD.
Representative:
Fang,
Ming-Tsung
52,121,710 13.64% 0 0.00% 0 0.00% Fang, Ming-Tsung
Fang, Ming-Ching
Cai, Li-Xiang
Chen,Chun-Min
Note 4
Note 4
Note 6
Note 5
2,554,629 0.67% 9,393,480 2.46% 0 0.00% King Mao Investment Co.,
LTD.
Fang, Ming-Ching
Cai, Li-Xiang
Chen,Chun-Min
Note 4
Younger
brother
Sister-in-law
Wife
Chen, Chun-Min 9,393,480 2.46% 2,554,629 0.67% 0 0.00% King Mao Investment Co.,
LTD.
Fang, Ming-Tsung
Fang, Ming-Ching
Cai,Li-Xiang
Note 5
Husband
Brother in law
Sister-in-law
Fang,
Ming-Ching
8,522,888 2.23% 3,903,560 1.02% 0 0.00% King Mao Investment Co.,
LTD.
Fang, Ming-Tsung
Chen, Chun-Min
Cai,Li-Xiang
Note 4
Elder
brother
Sister-in-law
Wife
Tai Feng
Investment Co.,
Ltd.
Representative:
Yan, Qing
6,924,935 1.81% 0 0.00% 0 0.00% None None
1,625,400 0.43% 43,500 0.01% 0 0.00% None None
Citi Commercial
Bank (Taiwan)
was entrusted
with the custody
of the investment
account of the
Central Bank of
Norway.
5,400,500 1.41% 0 0.00% 0 0.00% None None
The American
JPMorgan Chase
Bank Taipei
Branch is
entrusted with the
custody of
Advanced
Starlight Fund
Corporation's
series of
funds and
Advanced
Aggregate
International
Stock Index
Investment
5,356,398 1.40% 0 0.00% 0 0.00% None None

118

NAME
(NOTE 1)
SELF
SHARES HELD
SELF
SHARES HELD
BY SPOUSE OR
MINOR CHILDREN
SHARES HELD
BY SPOUSE OR
MINOR CHILDREN
SHARES HELD
IN THE NAME
OF OTHER
PERSONS
SHARES HELD
COMBINED
IN THE NAME
OF OTHER
PERSONS
SHARES HELD
COMBINED
Title or name and relationship of the 10
largest shareholders who are related parties
or each other's spouses and relatives within
the second degree of kinship (NOTE 3)
Title or name and relationship of the 10
largest shareholders who are related parties
or each other's spouses and relatives within
the second degree of kinship (NOTE 3)
RE
MA
RK
No. of
shares
Share
holding
%
No. of
shares
Share
holding
%
No. of
shares
Share
holding
%
Name
(or Name)
Relation
Account
The American JP
Morgan Chase
Bank Taipei
Branch is
entrusted with the
investment
account of the
VANGUARD
emergencing
markes stock
index fund, a
series of
VANGUARD
international
equity index
funds
4,659,740 1.22% 0 0.00% 0 0.00% None None
Cai, Li-Xiang 3,903,560 1.02% 8,522,888 2.23% 0 0.00% King Mao Investment Co.,
LTD.
Fang, Ming-Tsung
Chen, Chun-Min
Fang,Ming-Ching
Note 6
Brother-in-law
Sister-in-law
Husband
Tu, Shui-Cheng 3,388,000 0.89% - - - - None None Note
7
The American JP
Morgan Chase
Bank Taipei
Branch is
entrusted with the
the investment
account of
Advanced Trust
Co., Ltd.’s legal
person Total
International
Stock Market
Index Trust II.
2,559,000 0.67% 0 0.00% 0 0.00% None None

Note 1: The 10 largest shareholders shall be listed. For corporate shareholders, the title of the corporate shareholder as well as the name of the representative shall be indicated.

Note 2: The calculation of shareholding ratio refers to the calculation of shareholding ratio in their own name, spouse, minor children or in the name of others.

Note 3: Shareholders to be disclosed in the preceding item shall include corporates and natural persons. Relationships between shareholders shall be disclosed according to the financial reporting standards used by the issuer.

Note 4: They are the chairman of the Company (Fang, Ming-Tsung) and the supervisor (Fang, Ming-Ching)

Note 5: The chairman of the Company (Fang, Ming-Tsung) and the supervisor (Fang, Ming-Ching) are his husband or his brother-in-law.

Note 6: The Company's chairman (Fang, Ming-Tsung) and supervisor (Fang, Ming-Ching) are her brother-in-law or her husband.

Note 7: The shareholder is not an insider of the Company, therefore, there is no way to know that his spouse and minor children hold shares and use the name of others to hold shares in aggregate.

119

X. Total Number of Shares and Total Equity Stake Held in any Single Enterprise by the Company, Its Directors and Supervisors, Managers, and Any Companies Controlled Either Directly or Indirectly by the Company

December 31, 2023. Units: shares

Reinvestment in
other companies
(Notes)
Investments of the
Company
Investments of the
Company
Investment by
directors/supervisors/managers
and by companies directly or
indirectly controlled by the
Company
Investment by
directors/supervisors/managers
and by companies directly or
indirectly controlled by the
Company
Total investments Total investments
Number of
shares
Shareholding
ratio
Number of
shares
Shareholding
ratio
Number of
shares
Shareholding
ratio
PAN-JIT ASIA
INTERNATIONAL
INC.
224,724,315 100.00% 0 0.00% 224,724,315 100.00%
Pynmax
Technology Co.,
Ltd.
84,492,784 94.64% 8,399 0.01% 84,501,183 94.65%
MILDEX
OPTICAL INC.
16,327,867 21.01% 6,951,433 8.94% 23,279,300 29.95%
Alltop Technology
Co.,Ltd.
11,315,009 19.13% 0 0.00% 11,315,009 19.13%
Champion
Microelectronic
Corp.
23,996,000 30.00% 0 0.00% 23,996,000 30.00%
AIDE ENERGY
EUROPE
COÖ PERATIE U.A.
(Note 1)
- 100.00% - 0.00% - 100.00%
PAN-JIT
INTERNATIONAL
(H.K.)LTD.
9,711,000 100.00% 0 0.00% 9,711,000 100.00%
PANJIT JAPAN Co.,
Ltd.
4,950 50.00% 990 10.00% 5,940 60.00%
PANSTAR
SEMICONDUCTOR
CO.,LTD.
1,000,000 50.00% 0 0.00% 1,000,000 50.00%

(Note: The Company adopts the equity method for long-term investment.

Note 1: As a partnership company, there are no shares available.

120

Chapter 4. Financing Status

I. Capital and Shares

(I) Source of Equity

1. Share type:

April 15, 2024; Units: shares

Type of shares Authorized capital Authorized capital Remarks
Outstandingshares(note) Un-issued shares Total
Ordinaryshares 382,114,927 217,885,073 600,000,000

Note: TaiEx listed company stocks

2. Formation of share capital:

April 15, 2024

Month/
Year
Issuance
price
Authorized capital Authorized capital Paid-in capital Paid-in capital Remarks Remarks

Number
of shares
(thousand
shares)

Amount
(NT$ thousands)
Number of
shares
(thousand
shares)
Amount
(NT$ thousands)
Capital stock
stock
Capital increase
by assets other
than cash
Others
May,
1986
1000 5 5,000 5 5,000 Note (1) None None
Dec.,
1994
1000 100 100,000 100 100,000 Note (2) None None
Oct.,
1997
10 19,900 199,000 19,900 199,000 Note (3) None None
Jul.,
1998
10 35,820 358,200 35,820 358,200 Note (4) None None
Dec.,
1998
10 55,740 557,400 40,800 408,000 Note (5) None None
Aug.,
1999
10 70,000 700,000 53,040 530,400 Note (6) None None
Jul.,
2000
10 111,000 1,110,000 74,821.8 748,218 Note (7) None None
Sept.,
2001
10 160,000 1,600,000 98,468.3 984,683 Note (8) None None
Sept.,
2002
10 210,000 2,100,000 113,880.5 1,138,805 Note (9) None None
Jul.,
2003
10 210,000 2,100,000 124,406.4 1,244,064 Transformation
from corporate
bond
None None
Sept.,
2003
10 210,000 2,100,000 137,530.5 1,375,305 Note (10) None None
Jan,
2004
10 210,000 2,100,000 140,888.4 1,408,884 Transformation
from corporate
bond
None None
Mar.,
2004
10 210,000 2,100,000 148,825.2 1,488,252 Transformation
from corporate
bond
None None

121

Month/
Year
Issuance
price
Authorized capital Authorized capital Paid-in capital Paid-in capital Remarks Remarks Remarks

Number
of shares
(thousand
shares)

Amount
(NT$ thousands)
Number of
shares
(thousand
shares)
Amount
(NT$ thousands)
Capital stock
stock
Capital increase
by assets other
than cash
Others
Jul.,
2004
10 280,000 2,800,000 167,719.0 1,677,190 Note (11) None None
Aug.,
2005
10 280,000 2,800,000 184,922.8 1,849,228 Note (12) None None
Nov.,
2005
10 280,000 2,800,000 184,711.8 1,847,118 Treasury stocks
write-off
None None
Apr.,
2006
10 280,000 2,800,000 194,168.3 1,941,683 Transformation
from corporate
bond
None None
Jul.,
2006
10 280,000 2,800,000 195,681.3 1,956,813 Transformation
from corporate
bond
None None
Jan.,
2007
10 280,000 2,800,000 215,698.5 2,156,985 Note (13) None None
Apr.,
2007
10 280,000 2,800,000 222,324.9 2,223,249 Transformation
from corporate
bond
None None
Jul.,
2007
10 280,000 2,800,000 224,600.8 2,246,008 Transformation
from corporate
bond
None None
Aug.,
2007
10 280,000 2,800,000 241,421.2 2,414,212 Note (15) None None
Oct.,
2007
10 500,000 5,000,000 257,054.3 2,570,543 Note (14) None None
Jan.,
2008
10 500,000 5,000,000 260,995.1 2,609,951 Transformation
from corporate
bond
None None
Aug.,
2008
10 500,000 5,000,000 296,966.9 2,969,669 Note (16) None None
Oct.,
2008
10 500,000 5,000,000 316,966.9 3,169,669 Note (17) None None
Oct.,
2009
10 500,000 5,000,000 317,445.4 3,174,454 Transformation
from corporate
bond
None None
Jan.,
2010
10 500,000 5,000,000 326,335.3 3,263,353 Transformation
from corporate
bond
None None
Apr.,
2010
10 500,000 5,000,000 331,732.4 3,317,324 Transformation
from corporate
bond
None None
Jul.,
2010
10 500,000 5,000,000 340,614.4 3,406,144 Transformation
from corporate
bond
Employee stock
None None

122

Month/
Year
Issuance
price
Authorized capital Authorized capital Paid-in capital Paid-in capital Remarks Remarks Remarks

Number
of shares
(thousand
shares)

Amount
(NT$ thousands)
Number of
shares
(thousand
shares)
Amount
(NT$ thousands)
Capital stock
stock
Capital increase
by assets other
than cash
Others
option
Oct.,
2010
10 500,000 5,000,000 370,614.4 3,706,144 Note (18) None None
Nov.,
2010
10 500,000 5,000,000 370,727.1 3,707,271 Transformation
from corporate
bond
Employee stock
option
None None
Jan.,
2011
10 500,000 5,000,000 372,854.8 3,728,548 Transformation
from corporate
bond
Employee stock
option
None None
May,
2011
10 500,000 5,000,000 377,150.1 3,771,501 Transformation
from corporate
bond
Employee stock
option
None None
Aug.,
2011
10 500,000 5,000,000 377,785.6 3,777,856 Transformation
from corporate
bond
None None
Sept.,
2011
10 500,000 5,000,000 374,785.6 3,747,856 Treasury stocks
write-off
None None
Oct.,
2011
10 500,000 5,000,000 371,935.6 3,719,356 Employee stock
option
Treasury stocks
write-off
None None
Apr.
2014
10 500,000 5,000,000 382,726.9 3,827,269 Transformation
from corporate
bond
None None
Jul.,
2014
10 500,000 5,000,000 385,675.7 3,856,757 Transformation
from corporate
bond
None None
Oct.,
2014
10 500,000 5,000,000 387,716.2 3,877,162 Transformation
from corporate
bond
None None
Nov.,
2014
10 500,000 5,000,000 384,716.2 3,847,162 Treasury stocks
write-off
None None
Mar.,
2015
10 500,000 5,000,000 383,335.5 3,833,355 Transformation
from corporate
bond
Treasury stocks
write-off
None None
May,
2015
10 500,000 5,000,000 388,158.0 3,881,580 Transformation
from corporate
bond
None None

123

Month/
Year
Issuance
price
Authorized capital Authorized capital Paid-in capital Paid-in capital Remarks Remarks Remarks

Number
of shares
(thousand
shares)

Amount
(NT$ thousands)
Number of
shares
(thousand
shares)
Amount
(NT$ thousands)
Capital stock
stock
Capital increase
by assets other
than cash
Others
Aug.,
2015
10 500,000 5,000,000 388,991.4 3,889,914 Transformation
from corporate
bond
None None
Feb.,
2016
10 500,000 5,000,000 352,448.2 3,524,482 Transformation
from corporate
bond
Treasury stocks
write-off
None None
Apr.,
2016
10 500,000 5,000,000 363,598.8 3,635,988 Transformation
from corporate
bond
None None
Aug.,
2016
10 500,000 5,000,000 364,148.5 3,641,485 Transformation
from corporate
bond
None None
Oct.,
2016
10 500,000 5,000,000 369,794.4 3,697,944 Transformation
from corporate
bond
None None
Aug.,
2019
10 600,000 6,000,000 332,814.9 3,328,149 Cash capital
reduction
None None
Nov.,
2021
10 600,000 6,000,000 382,814.9 3,828,149 Common Stock for
Cash and Issuing
Global Depositary
Receipt
None None
Jun.,
2023
10 600,000 6,000,000 382,114.9 3,821,149 Treasury stocks
write-off
None None
  • Note: (1) The share capital at the time of its establishment in May 1986 was NT$5,000,000.

  • (2) In December 1994, the Department of Commerce of the Ministry of Economic Affairs approved the capital increase of NT$95,000,000 in cash as approved by (84) Shang No. 100006.

  • (3) In October 1997, the Ministry of Economic Affairs Department of Commerce approved par value change to NT$10, capital increase of NT$29,000,000 in cash and NT$70,000,000 through earnings. (1997.10.29 Jing (86) Shang No. 120510)

  • (4) In April 1998, the Securities and Futures Management Committee of the Ministry of Finance approved a capital increase of NT$99,500,000 in cash and NT$59,700,000 through earning at a par value of NT$10 and a total of 15,920,000 new shares. (Tai-Cai-Zheng (I) No. 30874)

  • (5) In October 1998, the Securities and Futures Management Committee of the Ministry of Finance approved a capital increase of NT$49,800,000 in cash at a par value of NT$10 and a total of 4,980,000 new shares. (1998.10.31 (87) Tai-Cai-Zheng (I) No. 91485)

  • (6) In August 1999, the Securities and Futures Management Committee of the Ministry of Finance approved a capital increase of NT$81,600,000 through earnings and NT$40,800,000 through capital reserve at a par value of NT$10 and a total of 12,240,000 new shares. (1999.8.20 (88) Tai-Cai-Zheng (I) No. 76284)

  • (7) In April 2000, the Securities and Futures Management Committee of the Ministry of Finance approved a capital increase of NT$159,120,000 through earnings and NT$58,697,600 in cash at a par value of NT$10 and a total of 21,781,760 new shares. (2000.4.12 (89) Tai-Cai-Zheng (I) No. 30271)(2000.5.3 (89) Tai-Cai-Zheng (I) No. 38406)

  • (8) In August 2001, the Securities and Futures Management Committee of the Ministry of Finance approved a capital increase of NT$149,643,520 through earnings, NT$74,821,760 through capital reserve, and

124

NT$12,000,000 through employee bonus at a par value of NT$10 and a total of 23,646,528 new shares. (2001.8.27 (90) Tai-Cai-Zheng (I) No. 153914)

  • (9) In June 2002, the Securities and Futures Management Committee of the Ministry of Finance approved a capital increase of NT$98,468,290 through earnings, NT$49,234,140 through capital reserve, and NT$6,420,000 through employee bonus at a par value of NT$10 and a total of 15,412,243 new shares. (2002.6.28 (91) Tai-Cai-Zheng (I) No. 910135577)

  • (10) In July 2003, the Securities and Futures Management Committee of the Ministry of Finance approved a capital increase of NT$44,667,820 through earnings, NT$33,500,860 through capital reserve, and NT$5,097,000 through employee bonus at a par value of NT$10 and a total of 8,326,568 new shares and transferred 4,797,517 shares from convertible corporate bond.. (2003.7.4 Tai-Cai-Zheng (I) No. 920129806)

  • (11) In June 2004, the Securities and Futures Management Committee of the Ministry of Finance approved a capital increase of NT$131,952,800 through earnings, $43,984,260 through capital reserve, and NT$11,474,000 through employee bonus at a par value of NT$10 and a total of 18,741,106 new shares and transferred 152,631 shares from convertible corporate bond. (2004.6.8 Tai-Cai-Zheng (I) No. 930125243)

  • (12) In July 2005, the Financial Supervisory Commission approved a capital increase of NT$98,104,780 through earnings, $65,403,180 through capital reserve, and NT$8,530,000 through employee bonus at a par value of NT$10 and a total of 17,203,796 new shares. (2005.7.5 Jin-Guan-Zheng (I) No. 0940127020)

  • (13) In October 2006, the Financial Supervisory Commission approved a capital increase of NT$200,000,000 in cash at a par value of NT$10 and a total of 20,000,000 new shares and 17,241 transferred share from convertible corporate debt. (2006.10.17 Jin-Guan-Zheng (I) No. 0950146573)

  • (14) In October 2007, the Financial Supervisory Commission approved a capital increase of NT$100,000,000 in cash at a par value of NT$10 and a total of 10,000,000 new shares and 5,633,075 transferred share from convertible corporate debt. (2007.6.15 Jin-Guan-Zheng (I) No. 0960029324)

  • (15) In July 2007, the Financial Supervisory Commission approved a capital increase of NT$114,108,750 through earnings, $39,499,180 through capital reserve, and NT$14,597,000 through employee bonus at a par value of NT$10 and a total of 16,820,493 new shares. (2007.7.3 Jin-Guan-Zheng (I) No. 0960033639)

  • (16) In July 2008, the Financial Supervisory Commission approved a capital increase of NT$260,995,060 through earnings, $78,298,510 through capital reserve, and NT$20,425,000 through employee bonus at a par value of NT$10 and a total of 35,971,857 new shares. (2008.7.1 Jin-Guan-Zheng (I) No. 0970032540)

  • (17) In May 2008, the Financial Supervisory Commission approved a capital increase of NT$200,000,000 in cash at a par value of NT$10 and a total of 20,000,000 new shares. (2008.5.15 Jin-Guan-Zheng (I) No. 09700196561)

  • (18) In May 2010, the Financial Supervisory Commission approved a capital increase of NT$300,000,000 in cash at a par value of NT$10 and a total of 30,000,000 new shares. (2010.5.26 Jin-Guan-Zheng-Fa No. 0990025195)

  • (19) In September 2021, the Financial Supervisory Commission approved a capital increase with a total of 50,000,000 to 60,000,000 new shares and 10 transferred share from convertible corporate debt. (Jin-Guan-Zheng No. 1100357515)

  • General information about the reporting system: Not applicable.

125

(II) Shareholder structure

April 15, 2024; Units: shares; %

Shareholder
structure
Qty.


Government
agency
Financial
institution
Others
Institutional
investor
(Notes)
Individual
investor
Foreign
institutions
& individuals

Total
Number of
people
0 6 236 74,032 204 74,478
Number of
Shares Held
0 3,828,079 66,609,013 274,142,188 37,535,647 382,114,927
Shareholding
ratio (%)
0 1.00 17.43 71.75 9.82 100.00

Note: Primary listed (counter) companies and emerging cabinet companies should disclose their mainland-owned shareholding ratios; Mainland capital refers to the people, legal persons, organizations, other institutions of the Mainland area, or companies investing in the third area as stipulated in Article 3 of the Mainland Area People's Investment Permitting Regulations in Taiwan.

(III) Shareholding distribution status

1. Ordinary share

At par value of NT$10 April 15, 2024; Units: shares

Atpa r value of NT$10 April 15,2024;Units: shares
Shareholding grading Number of
shareholders
Number of shares
held
Shareholding ratio (%)
1 - 999
20,515

2,582,429

0.68
1,000 - 5,000
45,241

89,078,734

23.31
5,001 - 10,000
5,144

40,157,515

10.51
10,001 - 15,000
1,373

17,704,581

4.63
15,001 - 20,000
809

14,967,049

3.92
20,001 - 30,000
585

15,017,885

3.93
30,001 - 40,000
261

9,357,572

2.45
40,001 - 50,000
147

6,861,076

1.80
50,001 - 100,000
225

16,243,187

4.25
100,001 - 200,000
78

10,982,859

2.87
200,001 - 400,000
46

12,994,039

3.40
400,001 - 600,000
11

5,649,990

1.48
600,001 - 800,000
11

8,036,908

2.10
800,001 - 1,000,000
8

7,136,243

1.87
Over 1,000,001
Grading according to the
actual situation
24
125,344,860

32.80
Total 74,478
382,114,927

100.00
  1. Preferred share: None.

126

(IV) List of major shareholders: List all shareholders with a stake of 5 percent or greater, if less than ten shareholders, disclose the names of the top ten shareholders, specifying the number of shares and stake held by each shareholder on the list.

(IV) List of major shareholders: List all shareholders with a stake of 5 percent or greater, if
less than ten shareholders, disclosethe names of the top ten shareholders, specifying
the number of shares and stake held by each shareholder on the list.
List of major shareholders: List all shareholders with a stake of 5 percent or greater, if
less than ten shareholders, disclosethe names of the top ten shareholders, specifying
the number of shares and stake held by each shareholder on the list.
List of major shareholders: List all shareholders with a stake of 5 percent or greater, if
less than ten shareholders, disclosethe names of the top ten shareholders, specifying
the number of shares and stake held by each shareholder on the list.
April 15,2024;Units: shares
Shares
Name of major shareholders
Number of
Shares Held
Shareholding
ratio
KingMao Investment Co.,LTD. 52,121,710
13.64%
Chen,Chun-Min 9,393,480
2.46%
Fang,Ming-Ching 8,522,888
2.23%
Tai FengInvestment Co.,Ltd. 6,924,935
1.81%
Citi Commercial Bank (Taiwan) was entrusted with the custody of
the investment account of the Central Bank of Norway.
5,400,500
1.41%
The American JPMorgan Chase Bank Taipei Branch is entrusted
with the custody of Advanced Starlight Fund Corporation's series
of funds and Advanced Aggregate International Stock Index
Investment Account



5,356,398

1.40%
The American JP Morgan Chase Bank Taipei Branch is entrusted
with the investment account of the VANGUARD emergencing
marks stock index fund, a series of VANGUARD international
equityindex funds
4,659,740
1.22%
Cai,Li-Xiang 3,903,560
1.02%
Tu,Shui-Cheng 3,388,000
0.89%
The American JP Morgan Chase Bank Taipei Branch is entrusted
with the the investment account of Advanced Trust Co., Ltd.’s legal
person Total International Stock Market Index Trust II.

2,559,000

0.67%

127

  • (V) Share prices for the past two years, with company net worth per share, earnings per share, dividends per share, and related information
Items Year Year
2022
2023 As of
March 31, 2024
(Note 8)
Market
price
per share
(Note 1)
Highest 114.00
85.00

67.90
Lowest 48.95
57.80

56.10
Average 82.68
71.16

61.77
Net worth
per share
(Note2)
Before allocation 35.57
34.67

(Note10. 11)








After allocation 32.57
33.47(Note 9)
Earnings
per share
Weighted average number
of shares(1000 shares)
382,115
382,115
Earnings per share (Note 3) 4.60
2.15
Stock
dividend
per share
Cash dividend 3.00
1.20
Stock
grants
Stock dividend
from earnings
0
0
Stock dividend
from capital
reserve
0
0
Accumulated dividends
unpaid(Note 4)
0
0
Return on
investment
analysis
Price earnings ratios
(Note 5)
16.23
31.28
Price to dividend ratio
(Note 6)
24.89
56.05
Dividend yield ratio
(Note 7)
0.04
0.02
  • If shares are distributed in connection with a capital increase out of earnings or capital reserve, further disclose information on market prices and cash dividends retroactively adjusted based on the number of shares after distribution.

  • Note 1: List the highest and lowest market prices of common stocks in each year, and calculate the average market price of each year based on the transaction value and volume of each year.

  • Note 2: Please refer to the number of issued shares at the end of the year and fill in the information according to the resolution of the board of directors or the shareholders' meeting of the following year.

  • Note 3: If retrospective adjustment is required due to free allotment, etc., the earnings per share before and after adjustment shall be listed.

  • Note 4: If the conditions for the issuance of equity securities stipulate that the undistributed dividends in the current year shall be accumulated and distributed in the year with surplus, the accumulated and unpaid dividends up to the current year shall be disclosed separately.

  • Note 5: Price/earnings ratio = Average closing price per share for the year/Earnings per share

  • Note 6: Price/dividend ratio = Average closing price per share for the year/Cash dividend per share.

  • Note 7: Cash dividend yield = Cash dividends per share/Average closing price per share for the current year.

  • Note 8: The net value per share and earnings per share should be filled with the information checked (reviewed) by the accountants in the most recent quarter up to the printing date of the annual report; other fields should be filled with the information of the current year up to the printing date of the annual report.

  • Note 9: The cash dividend distribution proposal for 2023 has been approved by the board of directors and is planned to be reported at the 2024Annual Regular Shareholders’ Meeting.

  • Note 10: There is no distribution of surplus in cash and free allotment as resolved by the board of directors and shareholders' meeting respectively.

  • Note 11: As of the date of the annual report, the financial information for the most recent quarter has not been reviewed by the accountants.

128

  • (VI) Company's dividend policy and implementation thereof

  • Dividend policy stipulated in the Company's articles of association:

If there is a surplus in the Company’s annual final accounts, the Company should accrue for taxes and make up for accumulated losses first, then withdraw 10% as a legal reserve and the special surplus reserve under the regulations of the competent authority. Afterward, the Board of Directors shall draft a surplus distribution proposal for the balance. When new shares are issued, they shall be distributed after a resolution of the shareholders meeting.

In accordance with Article 240, Paragraph 5 of the Company Act, the Company authorizes the Board of Directors, in the condition of having more than two-thirds of the directors present and more than half of the directors agree, to assign all or part of the dividends and bonuses in cash. The resolutions shall be reported to the shareholders meeting.

The Company's dividend policy is determined by the Board of Directors based on operating plans, investment plans, capital budgets, and changes in internal and external environments. The Company's business is a capital-intensive industry and is currently in the stage of operational growth. Considering the Company's future capital needs and long-term financial planning, and meeting shareholders' demand for cash inflows, the principles of surplus distribution are as follows: The balance to be distributed for the current year is given priority to cash dividends and can also be distributed to shareholders in the form of stock dividends, but the total amount of cash dividends shall not be less than 10% of the total amount of dividends paid to shareholders.

In accordance with Article 241 of the Company Act, the Company will issue all or part of the statutory surplus reserve and capital reserve as new shares or cash in proportion to the shareholders’ original shares. When cash is assigned, the Company authorizes the Board of Directors, in the condition of having more than two-thirds of the directors present and more than half of the directors agree, to make a resolution and report to the shareholders meeting. When new shares are issued, they shall be distributed after a resolution of the shareholders meeting.

  1. The situation of the proposed dividend distribution at the shareholders meeting:

For the year ended December 31, 2023, the Company's net income after income tax was NT$820,782,159, plus the opening undistributed earnings of NT$1,746,773,649, the disposal of equity instruments measured at fair value through other comprehensive income of NT$15,983,008, and minus the other comprehensive income (re-measurement of the defined benefit plan) of NT$3,549,058 for the year of 2023, changes of NT$2,663 in ownership interest in subsidiaries, legal reserve of NT$83,321,345, all earnings available for distribution of NT$2,496,665,750, and proposed stockholder's bonus of NT$1.20 per share, all paid in cash, totaling NT$458,537,912.

  1. Significant changes in expected dividend policy: None.

129

  • (VII) The proposed free share allotment of the shareholders meeting on the Company's business performance and per share impact of earning

There is no free allotment proposed at the shareholders meeting, so it is not applicable.

(VIII) The distribution of employee and director remunerations

  1. The percentages or ranges with respect to employee and director remuneration, as set forth in the Company's articles of incorporation.

    • After annual earnings first offset against any deficit, a minimum of 6% shall be allocated as employee compensation and a maximum of 2% as directors' remuneration. But the Company shall reserve a portion of profit to offset accumulated losses, if any. The aforementioned employee compensation can be made in stock or cash. Its subjects may include employees of controlling or associates that meet certain conditions which are set by the Board of Directors.
  2. The basis for estimating the amount of employee and director compensation, for calculating the number of shares to be distributed as employee compensation, and the accounting treatment of the discrepancy, if any, between the actual distributed amount and the estimated figure, for the current period.

  3. The recognition is based on the Company’s Articles of Association which stipulates in Article 19 that, "after annual earnings first offset against any deficit, a minimum of 6% shall be allocated as employee compensation and a maximum of 2% as directors' remuneration. But the Company shall reserve a portion of profit to offset accumulated losses, if any..." It is required to estimate. The estimated remuneration of staff and directors is recognized as salary expense in the current period. If the Board of Directors decides to pay employee compensation in stocks, the closing price on the day before the Board of Directors resolution is used as the basis for calculating the number of allotted shares. If there is a difference between the estimated number and the actual allotted amount by the Board of Directors, it is recognized as gain or loss in the following year.

  4. Information on any approval by the Board of Directors of distribution of compensation:

    • (1) The amount of employee compensation and directors' compensation distributed in cash or stocks:

      • The Board of Directors resolved to appropriate NT$16,495 thousand (1.69%) for directors' remuneration and NT$63,400 thousand (6.50%) for employees' remuneration, based on the profit of NT$974,875,266 for 2023, after deducting the pre-retained indemnity amount, all of which were paid in cash.
    • (2) The amount of any employee compensation distributed in stocks, and the size of that amount as a percentage of the sum of the after-tax net income stated in the parent company only financial reports or individual financial reports for the current period and total employee compensation:

      • The Board of Directors does not propose to distribute employee remuneration by stocks, so it is not applicable.

130

  1. The actual distribution of employee and director compensation for the previous year (with an indication of the number of shares, monetary amount, and stock price, of the shares distributed), and, if there is any discrepancy between the actual distribution and the recognized employee, director, or supervisor compensation, additionally the discrepancy, cause, and how it is treated.
Previousyear(2022) Previousyear(2022) Previousyear(2022) Previousyear(2022)
Actual allotment Board of Directors
Proposed allotment
Variance Reasons for
differences
1. Cash compensation
for employees
2. Employee stock
compensation
(1) Number of shares
(2) Amount
(3) stock price
3. Directors'
remuneration

NT$137,375 thousand
0 shares
NT$0
NT$0
NT$35,000 thousand





NT$137,375 thousand
0 shares
NT$0
NT$0
NT$35,000 thousand





NT$0
0 shares
NT$0
NT$0
NT$0





Not
applicable

131

(IX) Share repurchases:

1. Those who have completed the execution

April 15, 2024

Buyback terms The 1st (term) The 2nd (term) The 3rd (term) The 4th (term) The 5th (term)
Buyback purpose Transfer of shares to
employees
Transfer of shares to
employees
Transfer of shares to
employees
Transfer of shares to
employees
Transfer of shares to
employees
Buyback time July 26, 2002
To
September 25,2002
January 22, 2003
To
March 21,2003
May 19, 2004
To
July18,2004
May 3, 2005
To
July2,2005
June 13, 2006
To
August 12,2006
Buyback prices NT$17.1 - NT$36.9 NT$16.0 - NT$37.5 NT$19.6 - NT$53 NT$11.2 - NT$30.36 NT$8.90 - NT$23.95
Type and quantity of shares bought
back
Common stock:
211,000 shares
Common stock:
2,000,000 shares
Common stock:
2,000,000 shares
Common stock:
2,000,000 shares
Common stock:
2,000,000 shares
The bought-back quantity accounts for
the scheduled buy-back quantity
Ratio(%)
10.55% 100.00% 100.00% 100.00% 100.00%
Amount of shares bought back NT$4,837,573
(Fee included)
NT$45,445,789
(Fee included)
NT$53,743,150
(Fee included)
NT$32,587,050
(Fee included)
NT$25,797,190
(Fee included)
Number of shares cancelled and
transferred
211,000 shares 2,000,000 shares 2,000,000 shares 2,000,000 shares 2,000,000 shares
The cumulative number of shares held
in the Company
0 shares 0 shares 0 shares 0 shares 0 shares
The cumulative number of shares held
in the Company accounted for
Ratio of total issued shares(%)


0.00%
0.00% 0.00% 0.00% 0.00%

132

Buyback terms The 6th (terms) The 7th (terms) The 8th (terms) The 9th (terms) The 10th (terms)
Buyback purpose Transfer of shares to
employees
Transfer of shares to
employees
Transfer of shares to
employees
Transfer of shares to
employees
Transfer of shares to
employees
Buyback time August 31, 2006
To
October 30,2006
July 3, 2008
To
September 2,2008
September 9, 2008
To
November 7,2008
August 30, 2011
To
October 29,2011
December 1, 2011
To
January31,2012
Buyback prices NT$9.00 - NT$21.75 NT$13.65 - NT$41.60 NT$12.05 - NT$32.40 NT$12.50 - NT$36.95 NT$8.75 - NT$23.30
Type and quantity of shares
bought back
Common stock:
3,000,000 shares
Common stock:
3,000,000 shares
Common stock:
3,000,000 shares
Common stock:
3,000,000 shares
Common stock:
1,500,000 shares
The bought-back quantity
accounts for the scheduled
buy-back quantity
Ratio(%)
100.00% 100.00% 100.00% 30.00% 30.00%
Amount of shares bought back NT$42,412,379
(Fee included)
NT$62,805,907
(Fee included)
NT$52,033,225
(Fee included)
NT$50,114,346
(Fee included)
NT$24,248,643
(Fee included)
Number of shares cancelled
and transferred
3,000,000 shares 3,000,000 shares 3,000,000 shares 3,000,000 shares 1,500,000 shares
The cumulative number of
shares held in the Company
0 shares 0 shares 0 shares 0 shares 0 shares
The cumulative number of
shares held in the Company
accounted for
Ratio of total issued shares(%)
0.00% 0.00% 0.00% 0.00% 0.00%

133

Buyback terms The 11th (term) The 12th (term) The 13th (term)
Buyback purpose To maintain corporate
credit and shareholders'
equity
To maintain corporate
credit and shareholders'
equity
Transfer of shares to
employees
Buyback time September 24, 2015
To
January23,2015
November 11, 2015
To
January10,2016
March 24, 2020
To
May23,2020
Buyback prices NT$6.72 - NT$14.34 NT$8.37 - NT$19.08 NT$10.54 - NT$34.50
Type and quantity of shares
bought back
Common stock:
20,000,000 shares
Common stock:
18,000,000 shares
Common stock:
700,000 shares
The bought-back quantity
accounts for the scheduled
buy-back quantity
Ratio(%)
100.00% 100.00% 7.00%
Amount of shares bought back $246,547,489
(Fee included)
$263,515,489
(Fee included)
$16,507,418
(Fee included)
Number of shares cancelled
and transferred
20,000,000 shares 18,000,000 shares 700,000 shares
The cumulative number of
shares held in the Company
0 shares 0 shares 0 shares
The cumulative number of
shares held in the Company
accounted for
Ratio of total issued shares(%)
0.00% 0.00% 0.00%
  1. Those who are still in execution: None.

134

II. Corporate bond

None.

III. Preferred shares

None.

IV. Overseas depositary receipt

IV. Overseas depositary receipt IV. Overseas depositary receipt IV. Overseas depositary receipt
Date of issuance (Execution)
(Note 2)
Items


2021/10/25
Date of issuance(execution) 2021/10/25
Issuance and TradingLocation LuxembourgStock Exchange
Total amounts issued $151,000,000
Issuance unitprice $3.02
Total number of units issued 50,000,000 Unit(s)
RecognizingSources of Securities Ordinaryshares of the Company
Amount of Commended Securities 50,000,000 shares
Rights and Obligations of
Depository Receipt Holders
The rights and obligations of the holders of
overseas depositary receipts shall be handled in
accordance with the relevant laws and regulations
of the Republic of China and the relevant
provisions of the depository deed. The main
stipulations of the depositary deed are as follows:
(1) Exercise of voting rights
Unless otherwise provided by laws and
regulations, holders of overseas depositary
receipts may exercise the voting rights of
PANJIT's ordinary shares recognized by their
overseas depositary receipts in accordance
with the depositary agreement and the laws
and regulations of the Republic of China.
(2) Dividend distribution, preemptive rights for
new shares and other rights
Unless otherwise stipulated in the depositary
deed, holders of overseas depositary receipts
shall, in principle, enjoy the same rights of
dividend distribution and other rights to share
shares as shareholders of PANJIT's ordinary
shares.
Trustee None
Depositoryinstitution CitiBank, N.A.
Custodian FirstCommercial Bank
Outstandingbalance Fullyredeemed
Apportionment method of related expenses
during the issuance and existence period
The relevant expenses during the issuance and
existence period shall be borne by the issuing
company
Important stipulations of depository deed and
custody deed
Please refer to the Company's prospectus and
depository deed
Per unit
market
price
2023 Highest $ 2.60
Lowest $ 1.84
Average $2.16055

135

Date of issuance (Execution)
(Note 2)
Items
Date of issuance (Execution)
(Note 2)
Items
Date of issuance (Execution)
(Note 2)
Items


2021/10/25
(Note 3) As of
March 31, 2024
Highest $2.16
Lowest $ 1.78
Average $1.96691
  • Note 1: The handling of overseas depositary receipts includes public offering and private placement of overseas depositary receipts. The public offering overseas depositary receipts in process refer to those that have been approved by the Association; the private placement overseas depositary receipts that are in process refer to those that have been approved by the board of directors.

  • Note 2: The number of fields is adjusted according to the actual number of transactions.

  • Note 3: For those who have participated in the issuance of overseas depositary receipts, the relevant market price of the overseas depositary receipts in the most recent year and as of the date of publication of the annual report shall be listed. In addition, if there are multiple transaction locations for foreign depositary receipts, they shall be listed separately according to the transaction locations.

V. Employee stock warrant

None.

VI. Issuance of new shares in connection with the merger or acquisition of other companies

None.

VII. Implementation of capital utilization plan

2021 issuing common stock for cash and issuing global depositary receipt:

(I)The Plan

  1. The contents of the previous change plans and the benefits before and after the

change:

change:
Unit: NT$ thousands
Application of
funds Items
Before After
Amount Expected possible
benefits
Amount Expected possible benefits
Repay bank loan 931,000 In 2021, it can save about
NT$1,148 thousand in
interest expenses, and
about NT$6,832
thousand in interest
expenses in the following
years
931,000 Same As Before
Foreign currency
for material
purchase
4,269,00
0
If the Company's current
average borrowing rate
for purchasing materials
in foreign currency is
0.734%, it can save
NT$31,332 thousand in
interest expenses in the
future.
3,297,00
0
If the Company's current
average borrowing rate for
purchasing materials in
foreign currency is 0.83%,
it can save NT$27,356
thousand in interest
expenses each year in the
future.

136

Application of
funds Items
Before After
Amount Expected possible
benefits
Amount Expected possible benefits
Investment in
overseas subsidiary
(PAN JIT
ELECTRONICS
(WUXI)CO.,LTD)
420,000 The investment income
recognized by the
Company in accordance
with the shareholding
ratio in each year from
2022 to 2026 will be
US$1,255 thousand,
2,844 thousand, 4,106
thousand, 4,603
thousand, and 4,603
thousand,respectively.
- The original purpose of
using funds was to
increase capital in overseas
subsidiaries to meet their
capital expenditure needs,
and now the overseas
subsidiaries use their own
funds to support
Investment in
overseas subsidiary
(PAN JIT
Semiconductor
(Xuzhou) Co.,
LTD)
980,000 The investment income
recognized by the
Company in accordance
with the shareholding
ratio in each year from
2022 to 2027 is
US$3,773 thousand,
5,965 thousand, 7,163
thousand, 6,879
thousand, 6,603
thousand, and 6,334
thousand,respectively.
-

2. Reasons of change

Due to the recent domestic and foreign political and economic situation and the rapid changes in the capital market, the actual funds raised in this case are US$151,000 thousand (equivalent to NT$4,228,000 thousand), which is higher than the originally planned capital requirement of US$235,714 thousand (equivalent to NT$6,600,000 thousand). After evaluating the business strategy, and considering the flexibility of the use of funds and market changes, it is planned to change the use of funds to repay bank loans and purchase materials in foreign currencies, and adjust the progress of fund use. This change in the capital utilization plan was approved by the board of directors on March 25, 2022, and was proposed to be approved at the 2022 Annual General Meeting of Shareholders.

137

(II) Implementation Status:

As of the quarter before the publication date of the annual report, the implementation situation and the comparison with the original estimated benefit:

Unit: NT$ thousands

Items Implementation
status
Implementation
status
As of
March 31, 2023
Reasons behind
or ahead of
schedule and
improvementplan
Benefit evaluation
Repay bank
loan
Amount
paid
Planned 931,000 Completed as
planned in the
first quarter of
2022
The repayment of
bank loans and
foreign currency
purchase
payments can save
approximately
NT$6,832
thousand and
NT$27,356
thousand in
interest expenses
in subsequent
years, respectively.
The benefits of
saving interest
expenses and
reducing financial
burden should be
reasonable and
obvious.
Actual 931,000
Progress
(%)
Planned 100.00%
Actual 100.00%
Foreign
currency for
material
purchase
Amount
paid
Planned 3,297,000 Completed as
planned in the
third quarter of
2022
Actual 3,297,000
Progress
(%)
Planned 100.00%
Actual 100.00%

138

Chapter 5. Operation Summary

I. Business content

  • (I) Business scope

  • The main content of the business:

The Company and its subsidiaries are divided into different operating departments according to the different industrial attributes of manufacturing and selling products. The main business contents of each operating department are as follows:

  • (1) Diode: engaged in the manufacturing and sales of wafers, power components and control modules.

  • (2) Power IC and components: R&D, manufacturing and sales of power integrated circuits, field-effect transistors and fast recovery diodes, as well as technical consulting and import/export trade.

The above is the business scope of our subsidiary, Champion Microelectronic Corp. (stock code: 3257). Please refer to the annual report prepared by Champion Microelectronic for relevant information.

  • (3) Solar: Sales of electricity from solar power stations.

  • Proportion of Revenue from Major Products

Units: NT$ thousands

Units: NT$thousands Units: NT$thousands
Operating Segments 2023
Sales Amount Sales ratio(%)
Diode 11,432,853 89.97%
Power IC and components 1,071,885 8.44%
Solar 202,581 1.59%
Total 12,707,319 100.00%
  1. The Company's current commodity items:
OperatingSegments Mainproducts:
Diode Discrete Devices (including: Rectifier diodes, surge
suppressors, small signal components, transistors,
wafers,chips)
Power IC and components Power IC/Power Management IC, High/Low Voltage
Power Field Effect Transistors (HV SJ /LV SGT
MOSFET),PFC Stage Power Diodes(PFC Diodes)
Solar Sales of electricityfrom solarpower stations

139

  1. New products planned to be developed:

Here is an explanation of the planned new products for the main sales product - Discrete Devices:

  • (1) Silicon-based power devices and advanced discrete devices:

  • A. High-Voltage Super-Junction MOSFETs:

    • HV SJ MOSFETs 600V/650V Gen.1.5-Easy HV SJ MOSFETs 600V/650V Gen.1.5-FR HV SJ MOSFETs 600V/650V Gen.2-Easy HV SJ MOSFETs 600V/650V Gen.2-FR

    • B. Middle Voltage Shielded-Gate Trench MOSFETs:

  • MV SGT MOSFET 100V Gen.2

  • MV SGT MOSFETs 80V Gen.2-SL

  • MV SGT MOSFETs 80V Gen.2-LL

  • MV SGT MOSFETs 60V Gen.2

  • MV SGT MOSFETs 40V Gen.2

  • MV SGT MOSFETs- Vehicle AU

    • C. Fast recovery epitaxial diodes (FREDs)
  • FREDs 650V/1200V Gen.2

    • D. Field-stop trench, FST, IGBTs

FST IGBTs 650V/1200V Gen.2

  • (2) 3rd generation semiconductor, silicon carbide, high-speed power silicon

carbide devices:

  • A. Silicon carbide Schottky diodes (SiC SDBs)

SiC SBDs 650V/1200V Gen.2

B. Silicon Carbide MOSFETs

SiC MOSFET 650V /1200V Gen.1

  • C. Gallium Nitride High Electron Conductivity Transistors (GaN HEMTs)

  • GaN E-HEMTs 650V

140

(II) Market summary

Here is an explanation of the industry status for the main sales product – rectifier diodes:

  1. Current status and development of the industry

Discrete devices are one of semiconductors, and their functions are mainly current amplification, power protection and power management. Discrete components can be divided into three categories: Transistors, Diodes, and Thyristors according to their performance.

Product classification diagram

==> picture [415 x 173] intentionally omitted <==

----- Start of picture text -----

Switching diodes
Schottky diodes
Rectifier diodes
Diodes
Integrated Surge suppressor
circuit
Special diodes
Semicon Discrete Small signal transistors
Transistors
ductors components Power transistors
Photoelectric Schottky Silicon rectifiers
devices Thyristors
----- End of picture text -----

Source of data: Institute of Electronics, ITRI

The development of the discrete component industry. Before the 2010s, European, American, and Japanese manufacturers relied on their own component technology development, perfect manufacturing production and quality management capabilities, and made good use of their own brand marketing channels to divide up the overall discrete component market for a long time. The share is about 70%. In contrast, Taiwanese manufacturers are slightly weak in technology and marketing because they started out as OEMs, and their market share is only about 10%.

In recent years, factories in Europe, the United States and Japan have faced fierce market cost competition, as well as policy subsidies from specific countries, and have readjusted their operating models, which in turn led to a wave of consolidation. For example, Infineon acquired International Rectifier in 2015 to expand some of its channels and product lines; NXP sold its discrete business to a Chinese company to establish Nexperia in 2016; Littelfuse merged with IXYS in the second half of 2017; in 2018, Micro Chip acquired Microsemi to integrate the discrete semiconductor market in aerospace, defense and communications; and Diodes Inc. acquired Lite-On in 2020,which undoubtedly announced the direction of international majors towards discrete high power semiconductors and

141

highlighted the trend of integration of international majors into the high power discrete semiconductor market.

In recent years, the geopolitical and epidemic impacts have brought about a niche for Taiwan-related manufacturers. The Taiwan factory mainly produces surface mount and other high value-added products, including metal oxide semiconductor transistors (MOSFETs), third-generation compound

semiconductors (SiC), Schottky, Surge Suppressor (TVS) and Electrostatic Protection (ESD) and other fields. And a few low-priced product lines, such as STD Rectifier and Fast Rectifier, are transferred to mainland China where labor costs are lower. Even some manufacturers are worried about the impact of Sino-US trade, and they have not ruled out moving production capacity back to Taiwan or expanding production capacity equipment in Southeast Asia.

2. The relationship between the upper, middle and lower reaches of the industry

The industrial structure of discrete components can be divided into: upstream wafer raw materials, midstream wafer manufacturing, packaging and testing, and downstream applications.

Upstream raw materials mainly include wafers/ Epitaxy wafers, precious metals, non-ferrous metals, aluminum alloys, non-metals, etc. Among them, Taiwan can be partially self-sufficient in wafers/ Epitaxy wafers, while other precious metals such as gold, silver, platinum and some non-ferrous metals need to be imported.

Midstream wafer manufacturing and packaging testing, mainly 4"/6"/8" wafer manufacturing and back-end packaging and testing.

In terms of downstream applications, it covers a wide range of industries including: information, communication, consumer electronics, aerospace, medical, automotive, industrial control, energy and energy storage. The demand for discrete components in these markets continues to increase year after year and directly affects the growth prospects for discrete components.

3. Various development trends of products

With the development of science and technology, in response to the needs of various circuit designs, discrete components have been developing towards diversification in recent years. For example, for high-voltage current applications such as electromechanical equipment, it needs to be equipped with high-power components suitable for higher voltage tolerance for voltage regulation and rectification. For electronic information products, separate components with smaller size and higher precision are required for protection.

Due to the increasing popularity of broadband networks, 5G has been

142

determined to enter the first year of commercialization in 2019, which has indeed increased the demand for discrete components suitable for high-frequency and low-interference communication equipment. WiFi 7.0 has been developed for 5G broadband applications, featuring higher transmission speeds, lower latency, stronger connection stability and greater device support. It helps to solve the challenges of existing WiFi technology in handling large data transfer and high-speed connection requirements, and provides stronger support for the increasingly popular smart home IOT, autonomous driving Level 3 and other applications. WiFi 7.0 also extends to the cloud, machine learning, artificial intelligence and other areas, bringing more utility to the future of digital life. Derivative products include network routers, network extenders, network cards, smart home devices, smart phones, tablet PCs, TVs, and surveillance systems. These are opportunities for the discrete component market. Secondly, the electronic design of new energy vehicles in Europe, the United States, Japan and China can be interconnected because various electronic products gradually built a compatible interface, attaching more attention to the current regulation and function protection.

The electrical function of discrete components is determined from the wafer manufacturing stages. Product characteristics are closely related to the wafer process. In order to achieve one-stop design and production efficiency, many manufacturers have adopted an upward process integration model, including scaling across into wafers and even epitaxial wafer fabrication processes.

There is no doubt that such upwardly integrated wafer manufacturing has considerable advantages in raw material costs. And because of the mastery of the wafer process, chips with different electrical functions can be produced according to different product requirements. This makes the production schedule more flexible and effectively improves the utilization of machine capacity.

If classified according to packaging methods, discrete components range from traditional Axial packaging, power packaging (TO, DFN clip bond, DFN wet table), Bridge packaging, to the recent trend towards very small surface mount DSN, WLCSP, SMD, DFN and QFN packaging development.

As for product development, the lowest level of technology from the general standard products, towards the higher level of technology, high voltage type, fast type and Schottky high power rectifier diode direction, for example: Metal Oxide Semiconductor Field-Effect Transistor (MOSFET) focus on Shielded Gate design technology; the third-generation compound semiconductor SiC SBD silicon carbide Schottky wide-gap diode with reduced on-resistance, high thermal

143

conductivity and long lifetime, and the second-generation electrostatic protection components are suitable for Type C/HDMI transmission interface protection; and the second-generation bridge rectifier with high junction temperature, high voltage and low energy consumption can make the power supply efficiency more suitable for the power supply design to meet the requirements of 80Plus, SiC MOSFETs, and IGBTs.

With the development of technology, IC products have become indispensable components in modern life. Various ICs have been developed, such as DC/DC power management ICs, which are integrated circuits for controlling DC power supply, providing stable voltage output, and are widely used in various electronic devices. Signal chain ICs integrate multiple signal processing circuits to provide more efficient signal conversion and processing. Motor drive management ICs are designed to drive various types of motors, controlling the motor's speed, direction, and mode of operation. The advent of the above products has further improved the performance and functions of electronic products, and also provided customers with more product choices, allowing the company's product type to transform into a solution provider.

4. Product competition

At present, the main domestic listed and listed companies that produce discrete components are Taiwan Semiconductor, Fuding, Dazhong, Nexen, Jingyan and Lizhi, etc., while major foreign manufacturers include Infineon, STMicroelectronics, ROHM, VISHAY, and Diodes Inc., Onsemi and Nexperia, and in mainland China, they are Silan Micro, Yangjie, Xinjieneng and Jiejie Micro. As mentioned above, large international manufacturers such as Europe, America and Japan have gradually reduced the production of discrete components under the pressure of cost, or changed them to outsourced OEMs, and then turned to other semiconductor product lines such as high-tech Integrated circuit.

Looking at the overall semiconductor industry, discrete components belong to relatively mature process technology and relatively low barriers to entry. To obtain continuous trust from customers and the market, ensure product quality reaches a certain level, save production costs and increase gross profit margin, it has become a top priority for manufacturers. . In view of the rapid development of the industry, PANJIT will focus more on forward-looking market changes in the future, join international talent teams, actively integrate relevant resources of the group, and strive for sustainable and stable growth.

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  • (III) Overview of technology and research and development

  • R&D expenses invested in the most recent year and as of the printing date of the

    • annual report
annual report
Units: NT$thousands
Items 2023
R&D expenses 832,674
Percentage of net sales 6.55%
  1. Technologies or products that have been successfully developed in the most recent year and as of the publication date of the annual report

  2. PANJIT has been committed to the market and product component technology development of advanced semiconductor discrete devices. In recent years, PANJIT has relied on its advantages in self-developed semiconductor chips and packaging to continue to research and develop silicon-based semiconductor power components, such as Si Power MOSFETs, Insulated-Gate Bipolar Transistors (IGBTs), Fast Recovery Epitaxial Diodes (FREDs), Wide Bandgap Semiconductors, SiC, and high-speed and high-power components, such as SiC SBDs, SiC MOSFETs, etc..

  3. PANJIT has successfully released a number of semiconductor power discrete device products, which are listed as follows:

  4. (1) Silicon-based power devices and advanced discrete semiconductor components:

  5. A. High Voltage Super Junction MOSFETs (SJ, MOSFETs):

    • HV SJ MOSFET- 600V/650V Gen1.5 easy: 4 products released HV SJ MOSFET - 600V/650V Gen1.5 FR: 1 product released

    • HV SJ MOSFETs- 600V/650V Gen.2: Prototype preliminary test verification results meet development goals, high efficiency performance and low on-resistance

  6. B. Medium Voltage Shielded-Gate Trench MOSFETs (SGT, MOSFETs): MV SGT MOSFET: 40V/ 60V / 80V / 100V Gen.2: under development

  7. C. High-speed recovery epitaxial diodes (FREDs) FREDs 600V/1200V Gen.1: 3 products released FREDs 600V/1200V Gen.2: Freewheeling diode and field-stop field-stop trench insulated gate bipolar transistor verification confirmed

    • D. Insulated Grid Bipolar Transistors (IGBTs):

    • FST IGBT 650V/1200V Gen.1: 2 products released

  8. (2) 3rd generation semiconductor, silicon carbide, high-speed power silicon carbide devices:

    • A. Silicon carbide Schottky diodes (SiC SDBs)

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SiC SBDs 650V/1200V Gen.1: 10 products released

SiC SBDs 650V/1200V Gen.1.5: 26 products released

SiC SBDs 650V/1200V Gen.2: Products series confirmed, and 25 products will be released

B. Silicon Carbide MOSFETs

SiC MOSFETs 650V/1200V Gen.1: Prototype verification and wafer

manufacturing process confirmed

  • (IV) The Company's long- and short-term business development plans.

  • Here is an explanation of the important use and production process of the main product - Discrete Devices

  • Short-term business development plan

    • Looking at the future development of the separation device industry, the growth is driven by the explosive growth of global demand for electric vehicle related charging devices, mainly in markets such as the Internet of Vehicles, robotics, servers, and artificial intelligence. In addition to making full use of external resources to meet the needs of our customers in the consumer market, the Company is also actively investing in research and development of IC and discrete components for automotive, industrial control, electric vehicles, and charging devices, etc. We are striving to become strategic partners with international manufacturers of top-tier brands in Europe, the United States, Japan, and China, and to obtain certification from international and Chinese automakers so that our operations can grow sustainably and steadily.
  • Long-term business development plan

  • We are actively recruiting team members with international perspectives and expanding our technology footprints in Silicon Valley, Korea and Taiwan to respond to future global demand for electric vehicle charging devices and the business opportunities arising from the rapid development of areas such as Vehicle-to-everything, robotics, servers, renewable energy and artificial intelligence. At the same time, we continue to devote ourselves to the research and development of integrated circuit IC products that can be combined with discrete components, in order to become a multi-directional product solution provider to satisfy the different needs of our customers. In addition, the Japan office was upgraded to a subsidiary to establish a local sales team and strategic partners to promote the company's brand and products through diversified marketing channels, and to increase the recognition and loyalty of Japanese customers to the company.

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II. Summary of Market, Production and Sales

(I) Market Analysis

  1. Sales area of main products
Sales area of main products Sales area of main products Sales area of main products Sales area of main products Sales area of main products Sales area of main products
Units: NT$thousands
Year
Sales territories

2022
2023
Amount % Amount %
Export
to
ASIA 10,481,890
79.24

9,717,798

76.47
America 558,407
4.22

392,906

3.09
EUROPE 1,144,933
8.66

1,161,192

9.14
Others 42,386
0.32

51,904

0.41
Subtotals 12,227,616
92.44

11,323,800

89.11
Domestic 1,000,231
7.56

1,383,519

10.89
Total 13,227,847
100.00

12,707,319

100.00

2. Market share

At present, the listed and OTC companies that produce discrete devices in Taiwan are mainly Taiwan Semiconductor Co., Ltd., Eris Technology Corp., HY Electronic (Cayman) Limited and Amazing Microelectronic Corp.. The sales value shares of the Company and the aforementioned companies in the global discrete devices are listed as follows:

Unit: NT$ millions

Year
Items
Year
Items

2022
2023
Global Discrete Semiconductors Sales Value 1,047,149.58 1,103,875.46
PANJIT Sales 12,765.46
11,432.85
Market share(%) 1.22
1.04
Taiwan Semiconductor Co.,
Ltd.
Sales 7,793.24
6,264.26
Market share(%) 0.74
0.57
Eris Technology Corp. Sales 2,177.62
1,739.58
Market share(%) 0.21
0.16
HY Electronic (Cayman)
Limited
Sales 1,220.49
1,177.45
Market share(%) 0.12
0.11
Amazing Microelectronic
Corp.
Sales 2,811.26
2,637.71
Market share(%) 0.27
0.24

Source of data: Global Discrete Semiconductors Sales Value: World Semiconductor Trade Statistics (“WSTS”) Sales value of each company: It is estimated based on the consolidated revenue announced by the Taiwan Stock Exchange Stock Market Observatory

Note: Because the revenue details of rectifier discrete devices products of various companies are different and have not been announced. Therefore, the calculation of market share can only be estimated based on its announced consolidated revenue.

3. The supply and demand situation and growth potential of the market in the future

This is to explain the future supply and demand situation and growth of the market with respect to the main sales product - Discrete Devices

From the perspective of the discrete component industry, its application ranges

all kinds of electrical and electronic products, including various consumer

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electronics products, PCs, communications, automotive markets, etc. Its market size is closely related to the number of newly developed IC products and the output of chip production plants. Therefore, the shipment volume of its terminal application market and the overall semiconductor market will affect the prosperity of this industry.

A research report by Gartner, an information technology research and consulting organization, pointed out that after the global semiconductor market revenue declined by nearly 11% in 2023, global revenue is expected to increase significantly by nearly 17% in 2024, and the overall market size will even exceed that from 2021 to 2022. It shows that the long-sluggish semiconductor boom may have bottomed out and is expected to rebound in 2024. It is optimistic that the global semiconductor market revenue will grow by 16.8% to US$624 billion. Revenue is expected to exceed that in 2021 and 2022, reaching approximately US$600 billion per year.

IDC (International Data Information) research report shows that with the explosive increase in global demand for artificial intelligence (AI) and high-performance computing (HPC), coupled with smart phones, personal computers (Notebook & PC), servers, automobile and other market demand has stabilized, the semiconductor industry will usher in a new wave of growth, and the demand for integrating AI into all applications will drive the recovery of the overall semiconductor sales market in 2024. The semiconductor supply chain includes design, manufacturing, packaging and testing and other industries are also about to bid farewell to the downturn in 2023. IDC expects that the semiconductor sales market will return to growth in 2024, with an annual growth rate of 20%.

The following is an analysis of the supply, demand and growth potential of the main terminal application markets of the industry:

In terms of smartphones, over the past two years, global smartphone sales have been in decline for more than two years due to high inflation, high interest rates that have weakened consumer purchasing power, and supply chain issues that erupted during the epidemic, resulting in a decline in sales and a buildup of inventories. Fortunately, a number of recent surveys have shown that the global smartphone market has bottomed out, and the overall market is progressing steadily towards resuming its growth trajectory. According to the latest forecast report released by research firm Canalys, the key factors that will drive the growth of global cell phone shipments in 2024 will come from emerging markets such as the Asia-Pacific region, the Middle East and Africa. With the improvement of macroeconomic conditions in the aforementioned countries and the stabilization of consumer

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confidence, the demand for mobile phones in the Asia-Pacific region and emerging markets is heading towards recovery. It is estimated that smartphone shipments in 2024 will come from the Asia-Pacific region. The region is expected to grow by 6% annually; in the Middle East and Africa, shipments are also expected to grow by 6% next year; global mobile phone shipments are expected to reach 1.17 billion units in 2024, with an annual growth rate of about 4%.

In terms of personal computers, due to the impact of high inflation in 2023, the laptop market was in a sluggish mood, with annual shipments of only 166 million units, a year-on-year decrease of 10.8%. However, the decline has been less severe than in 2022. Looking forward to 2024, with favorable conditions such as the gradual destocking of major notebook manufacturers, the stabilization of inflationary pressures, and the generational change of Microsoft operating systems, which will drive the demand for replacement of old notebooks with new ones, global notebook shipments are expected to decline. Bottom reversal. TrendForce expects that the notebook market demand will improve quarter by quarter in 2024, and the global notebook computer market will show moderate growth, with an annual growth rate of approximately 3.6%, reaching 172 million units.

Market research firm IDC also concluded that the 2020 pandemic will drive demand for home office, enterprises to buy PCs, and commercial computers have a service life of about four years, so it is estimated that commercial computers will enter the replacement period in 2024, coupled with Microsoft's plan to end support for the Windows 10 operating system in 2025, which may lead to hundreds of millions of devices can not be updated, which will drive the sales of new computers, which will also have a fueling effect on the replacement wave. This will also have the effect of fueling the replacement trend, and IDC expects worldwide PC shipments to increase by 3.4% annually in 2024.

In the automotive market, in response to the 2050 net-zero carbon emission target, environmental regulations in various countries have gradually improved relevant green standards, continuing to promote the development of emerging application markets such as electric vehicles, and the demand for electric vehicle bodies and peripheral charging supporting hardware has also increased. In the face of higher performance demands for power semiconductors in the future, leading automotive semiconductor manufacturers are actively deploying technology research and development and manufacturing of GaN and SiC. In addition, as the number of semiconductors required per vehicle increases dramatically due to smart and self-driving, automotive companies are beginning to collaborate with semiconductor manufacturers to develop chips in order to control the product

149

development path and maintain a stable supply chain. According to a Yole Group research report, the demand for automotive semiconductors will grow due to the increased demand for semiconductor-driven smart car applications, such as electric vehicles, advanced driver assistance systems (ADAS), etc. The global automotive semiconductor market is expected to increase from US$44 billion in 2021 to US$80.7 billion in 2027, with a compound annual growth rate (CAGR) of 11.1%.

4. Competitive strength

Here is an explanation of the competitive strength to the main sales product - Discrete Devices

  - (1) Excellent quality and brand
  • The Company has always adhered to excellent quality, and accumulated many years of skilled technology and experience. Not only has established a good reputation and reputation, but also obtained ISO9001, OHSAS-18001, ISO14001 and ISO/IATF16949, IECQ QC080000, ESDS20.20 quality certification, and as a member of the Electronic Industry Citizenship Coalition (EICC) we are a member of the Electronic Industry Citizenship Coalition (EICC) and have become one of the leading brands in the industry.

  • (2) Rich experience in manufacturing technology

  • The Company's management team, adhering to the concept of sustainable enterprise management, continues to invest in research and development and equipment. With R&D and process teams in various professional fields, they have accumulated many years of experience in professional semiconductor manufacturing technology, focusing on improving production efficiency, which helps to simplify and even optimize the process. In addition, by putting advanced equipment into production automation, it not only reduces production costs, but also improves product quality, thereby effectively enhancing operational efficiency and market competitiveness.

  • In addition, in recent years, the Company has been actively investing in fully automated surface-mounted discrete component production equipment, as well as optimizing production control systems, such as introducing MES. All these investments can effectively increase unit production and help to greatly reduce the rate of defective product quality. At present, the Company's overall non-performing rate can maintain a world-class level of less than 5PPM (five parts per million).

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  • (3) Complete product line

The Company also produces a variety of separate components with different uses and specifications, which can meet the needs of customers for one-time purchase. Therefore, the customer base covers all kinds of electronic companies, so it is not limited by the changes in the prosperity of a single downstream industry. It is also an important niche for market competition because it provides a complete product line to customers.

  • (4) Control of raw material cost

In general discrete component factories, the production process is only packaging. Only companies with a larger scale can step into the diffusion of wafers and even the process of epitaxy. If it is only the packaging process, the Company is just a simple processing factory, and the profit margin is limited to the processing revenue. If the process involves the diffusion of the wafer, the control of the cost of raw materials becomes active. As long as the Company purchases plain chips with general specifications, the Company will produce chips according to different product requirements. Not only can the cost of raw materials be further reduced, but the production schedule can also flexibly cope with market changes, and the control over the sales of raw materials and finished products is more direct and effective.

  • (5) New product development

In response to the market demand for smart phones, tablet PCs and related peripheral products, the Company's current development of related ESD protection components is available. In particular, the adoption of USB3.0/3.1, HDMI x and Type C is becoming more and more mature in the market. The Company continues to develop related HI PIN COUNT components to meet customer needs.

In terms of product portfolio, with the current company has a variety of PACKAGE mass production advantages, such as SMD and DFN thinning series. In addition to the existing Schottky diodes, switching diodes, glass capped diodes, ESD protection components and MOSFET transistors of the series continue to expand, in response to the future needs of customers in energy saving, the company's product development will also be low forward voltage Schottky diodes and high-power low ON-resistance MOSFET transistor development, in order to meet the future needs of customers and efforts.

The insulated gate bipolar IGBTs used in motor drives, inverters and electric

151

vehicle inverters have been developed by major foreign manufacturers, and the company has developed special processes to match the technology of the major foreign manufacturers. The third-generation compound semiconductor SiC MOSFT, a new generation material enables electronic design to reduce the size of electronic products, reduce the overall cost of electronic products and increase reliability and life, opening the door to industrial control and automotive fields.

  1. Advantages, disadvantages and countermeasures of development prospects

This article explains the advantages, disadvantages and countermeasures of the development prospect with respect to the main sales product - Discrete Devices

  • (1) Positive drivers

    • A. Demand for IC and discrete components continues to increase due to AI applications. According to OMDIA's market forecast, the automotive, medical electronics, electric vehicle, industrial control, and high-efficiency computing industries continue to grow, so the Company is well positioned to grow in this direction.

    • B. The establishment of e-commerce platform enables end customers to purchase online and expand the fundamental group of customers.

    • C. Large manufacturers of discrete components in Europe and the United States, such as VISHAY and Onsemi, have increased the search for external resources under consideration of production costs, including the opportunity for manufacturers in Taiwan to seek OEM foundry, which is actually a potential customer base of PANJIT, or Derivative product line opportunity points. And this is actually the potential customer base of PAN-JIT semiconductor business group, or a product line opportunity point that can be derived.

    • D. The Company sells its own brand in Europe, America and Taiwan, and is widely recognized and adopted by world-class manufacturers. The Company obtained -9002 certification in 1996 and IATF16949 (QS-9000) certification in 1997, which is a very strict quality standard.

  • (2) Unfavorable factors and countermeasures

    • A. There is a trend of labor shortage in Taiwan Countermeasures: In order to reduce the dependence on manpower and improve the quality, the Company has been committed to the automation of production equipment for many years, with good results. In addition, the introduction of foreign workers also solves part of the problem of insufficient production manpower.

152

  • B. Market competition is becoming increasingly fierce

    • Countermeasures: Strengthen automated production and actively develop markets to win orders, so as to increase production scale and reduce production costs; And take advantage of the increase in scale to make purchase bargaining and payment terms more favorable. At the same time, we are developing new products with high added value and increasing the proportion of new product production in order to improve our overall gross profit margin.
  • (II) Usage and manufacturing processes for the Company's main products.

Here is an explanation of the important use and production process of the main product - Discrete Devices

  1. Usage of the Company's main products.

  2. Separate components are mainly used to provide power rectification, protection and switching of various electronic products, and are indispensable components in the circuits of various electronic products. The Company produces a complete range of products, which are widely used in various electronic products. Its application fields can be slightly divided as follows:

  3. (1) Computers: terminals, motherboards, desktop computers, notebooks and tablet PCs, etc.

  4. (2) Communication: fax machines, switches, telephone systems, set-top boxes, mobile phones, routers, satellite antennas, Ethernet power supply and 5G base stations, etc.

  5. (3) Consumer electronics: monitors, printers, business machines, digital cameras, wearable electronics, games and computer monitors, etc.

  6. (4) Automotive: automotive instrumentation, automotive rectifier, ignition system, ABS, airbag, automotive audio-visual system, satellite navigation system, electric vehicle charging pile, electric vehicle on-board charger, 48V electrical system and water pump, etc.

  7. (5) Green energy: electronic ballast, uninterruptible power system, inverter, solar module wiring box, inverter and wind power generation, etc.

  8. (6) Home appliances: TVs, washing machines, air conditioning systems and refrigerators, etc.

  9. (7) Power supply: switching power supply and fast charging power supply for various electronic products.

  10. (8) Industrial control: electric tools, spot welding machines, motor drives, etc.

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  1. Manufacturing processes for the Company's main products.

Assembly process flow chart

Product line (SOD, SOT, MOS)

==> picture [115 x 585] intentionally omitted <==

----- Start of picture text -----

Schedule
Production preparation
Wafer spot measurement
Cutting operation
Crystal grain measurement
Welding operation
(Wafer, wire bonding)
Molding operation
Bend cutting operation
Plating operaton
Testing operation
Printing operation
Packaging operation
Quality control inspection
warehousing
----- End of picture text -----

154

  • (III) Supply situation for the Company's major raw materials.

The Company's production plants at home and abroad have long-term and stable cooperative relations with third-party factories and raw material suppliers. Therefore, suppliers can provide supply at the most competitive price and method, so that the Company can maintain its advantage in product cost and provide customers with the best service.

  • (IV) A list of any suppliers and clients accounting for 10 percent or more of the Company's total procurement (sales) amount in either of the 2 most recent years, the amounts bought from (sold to) each, the percentage of total procurement (sales) accounted for by each, and an explanation of the reason for increases or decreases in the above figures.

  • Information of major suppliers in the last two years:

The main suppliers in 2023 and 2022 are not much different.

Units: NT$ thousands

Units: NT$thousands Units: NT$thousands Units: NT$thousands Units: NT$thousands
Items 2022 2023

Name
Amount Percentage
of annual
net
purchases


Relation
with the
issuer
Name Amount Percentage
of
annual
net
purchases

Relation
with the
issuer
1 Others 7,247,347
100.00%
Others 5,591,789
100.00%
Netpurchase 7,247,347
100.00%
Netpurchase 5,591,789
100.00%

Note 1: List the names of suppliers who have purchased more than 10% of the total purchases in the last two years, as well as the purchase amount and proportion. However, because the contract stipulates that the name of the supplier or the transaction object shall not be disclosed as an individual and not a related person, the code name can be used.

Note 2: As of the date of publication of the annual report, there is no recent financial information verified by CPAs.

2. Information on major sales customers in the last two years:

The main sales customers in 2023 and 2022 are not much different.

Units: NT$ thousands

Units: NT$thousands Units: NT$thousands Units: NT$thousands Units: NT$thousands
Items 2022 2023

Name
Amount Percentage
of annual
net sales


Relation
with the
issuer
Name Amount Percentage
of
annual
net sales

Relation
with the
issuer
1 Others 13,227,847
100.00%

Others 12,707,319
100.00%
Net sales 13,227,847
100.00%

Net sales 12,707,319
100.00%

Note 1: List the names of customers who have more than 10% of the total sales in the last two years and their sales amount and proportion. However, because the contract stipulates that the name of client or the transaction counterparty shall not be disclosed as an individual and not a related person, the code name can be used.

Note 2: As of the date of publication of the annual report, there is no recent financial information verified by CPAs.

155

(V) An indication of the production volume over the past two years.

Units: NT$ thousands

Year
Product
Volume
Value
Main
products:
(Or segments)

2022

2022

2022
2023 2023 2023

capacity
Production
Quantity
Production
value
capacity Production
Quantity
Production
value
Discrete Devices 22,859KK
19,542KK

7,000,985

22,876KK

16,147KK

6,405,339
Total 7,000,985 6,405,339

(Note) Discrete Devices include diode rectifiers, surge suppressors, etc.

Note 1: Production capacity refers to the amount that the Company can produce under normal operation using existing production equipment after taking into account factors such as necessary shutdowns and holidays.

Note 2: If the production of each product is substitutable, the production capacity may be calculated on a consolidated basis, and an explanation should be attached.

Note 3: Production capacity and output are self-produced parts.

(VI) An indication of the volume of units sold for the 2 most recent years.

Units: NT$ thousands

Units: NT$thousands Units: NT$thousands Units: NT$thousands Units: NT$thousands
Year
Product
Volume
Value
Main
products:
(Or segments)

2022
2023
Domestic Export Domestic Export
Volume Value Volume Value Volume Value Volume Value
Discrete Devices 1,743KK 832,945 24,158KK 11,477,728 1,133KK
573,411
22,016KK 10,517,524
Others - 163,578
-
753,596
-
809,894
-
806,490
Total 996,523
12,231,324 1,383,305
11,324,014

(Note) Discrete Devices include diode rectifiers, surge suppressors, etc.

156

III. Employee information in the two most recent years up to the publication date of this annual report

date of this annual report date of this annual report
Year 2022 2023 As of March 31,
2024
Employee
Number of
people Quantity
Administrative staff
208
219 224
technical staff 1,189 1,292 1,303
Operators 1,569 1,450 1,537
Total 2,966 2,961 3,064
Average age 37.10years old 37.68years old 37.56years old
Averageyears of service 6.86years 7.29years 7.12years
Educational
distribution ratio
PhD 0.20% 0.24% 0.26%
Master 6.37% 7.16% 7.02%
University/college 46.87% 48.09% 47.32%
High school 32.50% 30.67% 30.52%
High school and
lower
14.06% 13.84% 14.88%

IV. Environmental protection expenditure

In the most recent year and as of the date of publication of the annual report, the current and future estimated amount of losses due to environmental pollution and countermeasures: None.

V. Labor relations

  • (Ⅰ)Any employee benefit plans, continuing education, training, retirement systems, and the status of their implementation, and the status of labor-management agreements and measures for preserving employees' rights and interests.

  • Employee welfare measures and their implementation:

    • (1) Establish an employee welfare committee and regularly organize employee travel, provide wedding and funeral subsidies, scholarships, condolences for injuries and illnesses, gifts for three festivals, and group insurance for employees' major illness group insurance, etc.

    • (2) Labor insurance, health insurance, various maternity, injury, medical treatment, disability, old age, death and other benefits and payments shall be handled in accordance with relevant labor laws.

    • (3) Provide employees with exclusive birthday leave, so that employees can arrange their own paid birthday leave on their birthdays; provide employees with 2 days of annual corporate volunteer leave to participate in volunteer activities organized by the company.

    • (4) Establish a stock ownership trust for employees. Based on the employees' monthly withdrawals, the Company will allocate incentive payments to the trust, and encourage employees to increase their savings by purchasing the

157

Company's stock through the trust mechanism, so as to encourage them to create and share good performance with the Company.

  1. Advanced education system and its implementation:

Reward employees for further education, set up a scholarship system, and issue different language allowances for English certification.

  1. The training system and its implementation:

  2. (1) Put forward education and training needs according to departments. And according to the Company's development goals and strategies to prepare an annual education and training plan, and then implement and review accordingly. And evaluate the effectiveness of employees, and make corrections when it is inappropriate.

  3. (2) The training courses for the improvement and improvement of the management functions of the department heads are held in a special way to strengthen the organization and leadership.

  4. (3) In order to strengthen the thinking and management skills of team members, provide relevant latest management information related books, newspapers and e-newsletters, so that relevant team members can learn and obtain the latest management information in a timely manner.

  5. (4) Hold master lectures on diverse topics and invite celebrities from various fields to share new ideas and trends with company colleagues.

  6. (5) 2023 annual staff training and training expenses are about NT$5,610 thousand.

The training and training hours and course content statistics are as follows:

Course category Total hours Course category Total hours
Business management 115 Quality system 2,013
Financial accounting 135 Industrial safety and
environmental safety
4,689
Information technology 364 Human resources
general affairs
215
Production engineering 6,837 R&D design 1,733
Others 982 Onboard training 5,364

(Note) The number of class hours is the combined statistics of internal and external training

4. Retirement system and its implementation:

Since July 1, 1995, the Company has chosen to apply the labor pension regulations according to the proportion specified by the regulations (6% of the monthly salary paid by the labor pension monthly payment scale), and the monthly payment is made. Pay the new labor pension.

For senior employees of the old pension system, according to the ratio stipulated in Article 56, Paragraph 1 of the Labor Standards Act (2% of the total monthly salary of the labor), the labor retirement reserve shall be allocated monthly to a special

158

account for storage.

In addition, from 2016 onwards, for those who meet the retirement requirements of Article 53 or 54 of the Labor Standards Act in the current year, the full amount of pension is allocated to the special account for labor retirement reserves. The calculation of pension is based on the employee's past six months. The average salary (full salary plus overtime pay) is calculated.

The 2023 legacy employee pension has been fully contributed by the end of March.

  1. The labor-management agreement and various employee rights protection measures:

  2. Any new or revised measures related to labor-management relations of the Company and its subsidiaries have been fully communicated by both parties, so there is no dispute.

The Company has established the "Corporate Social Responsibility Communication Management Procedure" in the RBA system, which specifies the channels and procedures for employee complaints and complaints. And has a special unit to accept appeal cases. In addition, the "Measures for the Management of Stakeholders' Suggestions and Complaints" has also been formulated. And set up a special area for stakeholders on the Company's website to provide a complaint mailbox as a channel for employees to protect their rights and interests.

  • (Ⅱ)Any loss sustained as a result of labor disputes in the most recent year, and during the current year up to the date of publication of the annual report, disclose an estimate of losses incurred to date or likely to be incurred in the future, and indicate mitigation measures being or to be taken: None.

159

VI. Information and communication security management:

  • ( ) The Company's information security risk management framework, information security policies, specific management plans and resources devoted to information security management

  • As the Company increasingly relies on systematization in its operations and often performs various businesses through the Internet, information security has become an unavoidable challenge. With the frequent occurrence of information security incidents in major companies around the world, information security threats are increasing day by day. The Company also actively enhances information security protection capabilities and establishes an effective information security management mechanism. Its purpose is not only to avoid waste and loss of company resources and to prevent damage to goodwill or image, but also to improve the operation process and improve the operation efficiency as a positive goal. The Company's management structure, policies and countermeasures related to information security are as follows:

  • Information security risk management framework:

    • In 2021, the Company established an Information Security Action Team under the Group's Information Business Unit, which holds monthly information security meetings to plan, execute and promote information security management issues, promote information security awareness, and review information security policies on a regular basis. In addition, the audit office is used as the audit unit for information security supervision. If any deficiencies are found in the audit, the audited unit will be required to propose relevant improvement plans and report to the board of directors, and regularly track the improvement results to reduce internal information security risks. In order to continue to strengthen the information security framework and comply with regulatory requirements, the establishment of an information security supervisor and a dedicated information security officer was completed in 2023.
  • Information security policy:

    • (1) All business divisions of the Company must comply with relevant government regulations (e.g., Patent Law, Copyright Law, Personal Information Protection Law, and Enforcement Rules of the Personal Information Protection Law) in the execution of their business.

    • (2) Set up an information security management committee to be responsible for the establishment and promotion of the company's information security management system.

    • (3) Establish an organizational panoramic assessment mechanism to define the information security policy and the implementation scope of the information security management system, and understand the organizational panorama and the needs and expectations of interested parties.

160

  • (4) Formulate document control operation regulations to stipulate management principles for the formulation, modification, encoding, and issuance of information security system-related documents.

  • (5) Establish an information asset management mechanism to coordinate the allocation and effective use of limited resources to solve key security issues.

  • (6) Establish risk assessment management methods and identify the risks of various assets, so as to take appropriate risk treatment measures to control and reduce risks to an acceptable level.

  • (7) Regularly implement business-related information security education and training, and publicize information security policies and related implementation regulations.

  • (8) Establish physical and environmental safety protection measures for the computer room, and perform relevant maintenance on a regular basis.

  • (9) Clearly regulate the use rights of information systems, network services, and sensitive information to prevent unauthorized access.

  • (10) Develop and implement information security internal audit activities to implement the information security management system and implement corrective measures for outstanding matters.

  • (11) Formulate an information security operation continuity plan and conduct actual drills to ensure that the company's business can continue to operate when an unexpected incident occurs.

  • (12) All personnel of the company are responsible for maintaining information security and should understand and comply with relevant information security management regulations and implement them in their work responsibilities.

  • Information security specific management plan: The Company takes strengthening the hardware and software prevention mechanism as the main axis of responding to information security risks. Prioritize strengthening cybersecurity, infrastructure protection, and disaster recovery. The control measures for information security are as follows:

  • (1) System backup and backup: establish a backup mechanism and off-site backup storage for the Company's important systems, and schedule an annual backup drill for contingency operations.

  • (2) Network security: Build exclusive enterprise-grade wired and wireless networks and bind computers to effectively control network usage. Control employees' Internet access and implement switching mechanisms to avoid virus infection or Trojan horse attacks via the Internet.

  • (3) Mail control: establish a spam filtering and anti-blocking system, and continue to publicize email social engineering attacks related information, and conduct email click-through detection from time to time.

161

  • (4) Security Scanning and Virus Protection: Assign a special person to scan the Company's external host for weaknesses quarterly, and carry out system weakness repair operations.

  • (5) Build an information security and anti-virus system, and adopt third-party information security solutions. When a hacker attack or system poisoning is suspected, the system administrator will be notified by email.

  • (6) Control the installation of personal computer software and prevent unauthorized use of software.

  • (7) In terms of user endpoint security protection, in addition to building an antivirus system and delivering system updates through Windows, the Company's server host and client computers can be repaired in real time.

  • Invest in the resources of Zitong safety management:

  • The Company's vision of information security is to build a strict and effective information security defense network. Since 2020, considerable resources will be invested every year to reduce the risk of business interruption caused by information security issues, and it is expected to become an enterprise with outstanding performance in information security maturity. In order to strengthen the information security protection capability, the Company's relevant information security policies are as follows:

  • (1) Conduct two email social tests every year, and use various phishing letters to test and strengthen the information security awareness of colleagues.

  • (2) Purchase vulnerability scanning tools, scan and detect security vulnerabilities at least once every six months, and make improvements to major risks and high-risk items in the detection results.

  • (3) Promote information security policies through screen savers, videos and emails. In 2023, a total of 12 information security publicity announcement emails were issued and 6 information security courses were held.

  • (4) Disable the USB flash drive access function throughout the Company to prevent information security incidents from jeopardizing business operations.

  • (5) Introduce multi-factor authentication to protect accounts from hackers.

  • (6) Introduce SOC information security threat detection and MDR threat tracking and response services.

  • ( ) In the most recent year and as of the publication date of the annual report, the losses, possible impacts and countermeasures due to major information security incidents: None.

162

VII. Important Contracts

The contracting parties, major content, restrictive clauses, and the commencement dates and expiration dates of supply/distribution contracts, technical cooperation contracts, engineering/construction contracts, long-term loan contracts, and other contracts that would affect shareholders' equity, where said contracts were either still effective as of the date of publication of the annual report, or expired in the most recent year.

Corporation Contract nature Client Indenture
Starting
date of
lease
Main content Restrictions
PANJIT
INTERNATION
AL INC.
Syndicated loans Land bank and a
total of 10
financial
institutions
August 17,
2021
~
August 17,
2026
Sydicated loan
line of NT$4.2
billion.
Before the debts are fully repaid
during the duration of the
contract, the Company's annual
consolidated financial statements
must maintain:
a. The current ratio must not be
less than 100%
b. The debt ratio shall not be
higher than 200%
c. The interest coverage must not
be less than 2.5 times
d. The net value shall not be less
than NT$5.3 billion or its
equivalent in US dollars.
Loan and Credit
Agreement for
Taiwanese
Businessmen
Returning to
Taiwan for
Investment Projects
Taishin Bank December
6, 2019
~
December
5, 2026
Credit Line A:
The mid-term
loan amount is
NT$600 million.
No restrictive covenants
Loan and Credit
Agreement for
Taiwanese
Businessmen
Returning to
Taiwan for
Investment Projects
Chang Hwa
Bank
January 16,
2020
~
January 15,
2027
Credit Line A:
The mid-term
loan amount is
NT$900 million.
No restrictive covenants
Loan and Credit
Agreement for
Taiwanese
Businessmen
Returning to
Taiwan for
Investment Projects
First
Commercial
Bank
January 16,
2020
~
January 15,
2027
Credit Line A:
The mid-term
loan amount is
NT$1.5 billion.
No restrictive covenants

163

Corporation Contract nature Client Indenture
Starting
date of
lease
Main content Restrictions
Loan and Credit
Agreement for
Taiwanese
Businessmen
Returning to
Taiwan for
Investment Projects
Land bank February
27, 2020
~
November
15, 2026
Credit Line A:
The mid-term
loan amount is
NT$1.0 billion.
No restrictive covenants
PAN-JIT ASIA
INTERNATION
AL INC.
Syndicated loans First
Commercial
Bank and a total
of 11 financial
institutions
June 28,
2022
~
June 28,
2027
Signed a
syndicated loan
of USD 80,000
thousand
Throughout the credit period,
PANJIT INTERNATIONAL
INC.'s consolidated financial
statements must maintain:
a. The current ratio must not be
less than 100%
b. The debt ratio shall not be
higher than 200%
c. The interest coverage must not
be less than 2.5 times
d. The net value shall not be less
than NT$5.3 billion.

164

Chapter 6. Financial Summary

I. Condensed balance sheet and statement of comprehensive income in the five most recent years

  • (I) Condensed balance sheet and statement of comprehensive income - International Financial Reporting Standards (IFRS)

  • Condensed balance sheet (consolidated) - International Financial Reporting Standards (IFRS)

Units: NT$ thousands

Year
Items
Year
Items

Financial statements for thepast fiveyears(Note 1)

Financial statements for thepast fiveyears(Note 1)

Financial statements for thepast fiveyears(Note 1)

Financial statements for thepast fiveyears(Note 1)

Financial statements for thepast fiveyears(Note 1)
2019 2020 2021 2022 2023
Current assets 8,477,139
9,702,274
14,535,039 14,609,804
14,332,321
Property, plant
and equipment(Note 2)
3,165,965
3,691,739

5,306,044

7,411,293

7,801,152
Right-of-use assets 1,349,181
1,348,980

1,347,255

1,296,176

1,224,334
Intangible assets 328,967
253,937

218,378

1,661,358

1,649,469
Other assets(Note 2) 2,100,844
2,761,088

5,246,073

4,188,215

3,675,459
Total assets 15,422,096 17,758,018 26,652,789 29,166,846
28,682,735
Current
Liabilities
Before distribution
5,044,193

5,268,736

8,245,623

7,547,887

7,110,064
After distribution 5,393,649
5,766,908

9,391,968

8,694,232

7,568,602
Non-current Liabilities 4,004,032
5,242,550

5,296,164

6,709,724

6,938,132
Total
Liabilities
Before distribution
9,048,225

10,511,286
13,541,787
14,257,611

14,048,196
After distribution 9,397,681
11,009,458
14,688,132 15,403,956
14,506,734
Equity
attributable to
the parent
company
Before distribution
6,248,695

7,099,421
12,895,868 13,615,577
13,248,598
After distribution 5,899,239
6,601,249

11,749,523
12,469,232
12,790,060
Capital stock 3,328,149
3,328,149

3,828,149

3,828,149

3,821,149
Capital surplus 2,202,946
2,196,674

6,086,155

6,016,861

6,007,138
Retained
earnings
Before distribution
1,434,837

1,972,194

3,250,008

4,339,691

4,026,560
After distribution 1,085,381
1,474,022

2,103,663

3,193,346

3,568,022
Other components of equity (717,237) (381,089) (251,937) (552,617) (606,249)
Treasurystock -
(16,507)
(16,507) (16,507) -
Non-controllinginterests 125,176
147,311

215,134

1,293,658

1,385,941
Total Equity Before distribution
6,373,871

7,246,732

13,111,002
14,909,235
14,634,539
After distribution 6,024,415
6,748,560

11,964,657
13,762,890
14,176,001
  • If the Company prepares a parent company only financial report, it shall separately prepare a condensed balance sheet and a statement of comprehensive income for the individual for the most recent five years.

Note 1: The financial information of each year has been verified and certified by an accountant. Note 2: The financial information of each year has not been revalued asset.

Note 3: The cash dividend distribution proposal for 2023 has been approved by the board of directors and is planned to be reported at the 2024 Annual General Meeting of Shareholders.

Note 3: As of the date of publication of the annual report, there is no recent financial information verified by CPAs.

165

2. Condensed statement of comprehensive income (consolidated) - International Financial Reporting Standards (IFRS)

Units: NT$thousands Units: NT$thousands Units: NT$thousands Units: NT$thousands Units: NT$thousands
Year
Items
Financial statements for thepast fiveyears(Note 1)
2019 2020 2021 2022 2023
Operating revenues 9,142,650 10,485,100 13,861,744 13,227,847 12,707,319
Gross profit 1,921,610
2,446,772

4,395,638

3,995,837

3,208,061
Operating income 628,410
992,083

2,289,422

1,631,073

833,734
Non-operating income and
expenses
(27,838)
39,051

225,454

460,269

331,362
Pretax income from continuing
operations
600,572
1,031,134

2,514,876

2,091,342

1,165,096
Profit from continuing operations 503,012
900,541

1,978,030

1,757,904

1,012,951
Loss from discontinued
operations
0
0

0

0

0
Net income (loss) 503,012
900,541

1,978,030

1,757,904

1,012.951
Other comprehensive income
(loss) (Net of tax)
(209,208)
348,788

186,633

216,970

(31,264)
Total comprehensive income
(loss)
293,804
1,249,329

2,164,663

1,974,874

981,687
Net income (loss) attributable to
stockholders of theparent
530,209
897,435

1,926,975

1,757,631

820,782
Net income (loss) attributable to
non-controllinginterests
(27,197)
3,106

51,055

273

192,169
Comprehensive income (loss)
attributable to stockholders of the
parent
333,031
1,226,597

2,110,038

1,898,561

779,584
Comprehensive income (loss)
attributable to non-controlling
interests
(39,227)
22,732

54,625

76,313

202,103
Earnings per share 1.50
2.70

5.66

4.60

2.15
  • If the Company prepares an parent company only financial report, it shall separately prepare a condensed

balance sheet and a statement of comprehensive income for the individual for the most recent five years. Note 1: The financial information of each year has been verified and certified by an accountant.

Note 2: The loss of the suspended business unit is presented as the net amount after deducting income tax.

Note 3: As of the date of publication of the annual report, there is no recent financial information verified by CPAs.

166

  1. Condensed balance sheet (parent company only) - International Financial Reporting Standards (IFRS)

Units: NT$ thousands

Units: NT$ thousands Units: NT$ thousands Units: NT$ thousands Units: NT$ thousands Units: NT$ thousands
Year
Items

Financial statements for thepast fiveyears(Note 1)
2019 2020 2021 2022 2023
Current assets 2,989,914
3,741,049

5,464,124

6,285,997

5,039,747
Property, plant
and equipment(Note 2)
1,892,469
2,524,877

3,957,765

4,744,750

5,216,594
Right-of-use assets 6,894
27,837

22,612

7,170

3,381
Intangible assets 51,975
77,792

97,127

82,278

70,464
Other assets(Note 2) 7,149,702
8,253,162

12,938,292

13,937,243

14,010,122
Total assets 12,090,954
14,624,717

22,479,920

25,057,438

24,340,308
Current
Liabilities
Before
distribution
3,220,923
3,802,991

5,345,899

5,271,712

5,030,968
After
distribution
3,570,379
4,301,163

6,492,244

6,418,057

5,489,506
Non-current Liabilities 2,621,336
3,722,305

4,238,153

6,170,149

6,060,742
Total
Liabilities
Before
distribution
5,842,259
7,525,296

9,584,052

11,441,861

11,091,710
After
distribution
6,191,715
8,023,468

10,730,397

12,588,206

11,550,248
Equity
attributable to
the parent
company
Before
distribution
6,248,695
7,099,421

12,895,868

13,615,577

13,248,598
After
distribution
5,899,239
6,601,249

11,749,523

12,469,232

12,790,060
Capital stock 3,328,149
3,328,149

3,828,149

3,828,149

3,821,149
Capital surplus 2,202,946
2,196,674

6,086,155

6,016,861

6,007,138
Retained
earnings
Before
distribution
1,434,837
1,972,194

3,250,008

4,339,691

4,026,560
After
distribution
1,085,381
1,474,022

2,103,663

3,193,346

3,568,022
Other components of equity (717,237) (381,089) (251,937) (552,617) (606,249)
Treasurystock 0
(16,507)
(16,507) (16,507) 0
Non-controllinginterests 0
0

0

0

0
Total Equity Before
distribution
6,248,695
7,099,421

12,895,868

13,615,577

13,248,598
After
distribution
5,899,239
6,601,249

11,749,523

12,469,232

12,790,060

Note 1: The financial information of each year has been verified and certified by an accountant. Note 2: The financial information of each year has not been revalued asset.

Note 3: As of the date of publication of the annual report, there is no recent financial information verified by CPAs.

Note 4: The cash dividend distribution proposal for 2023 has been approved by the board of directors and is planned to be reported at the 2024 Annual General Meeting of Shareholders.

167

4. Condensed statement of comprehensive income (parent company only) - International Financial Reporting Standards (IFRS)

Units: NT$ thousands

Units: NT$thousands Units: NT$thousands Units: NT$thousands Units: NT$thousands Units: NT$thousands
Year
Items
Financial statements for thepast fiveyears(Note 1)
2019 2020 2021 2022 2023
Operatingrevenues 5,941,910 6,710,919 8,706,119 8,855,785 7,889,882
Grossprofit 1,209,113 1,335,827 2,565,755 2,493,179 1,720,016
Operatingincome 544,938
493,790
1,209,920 1,004,206
306,174
Non-operating income and
expenses
65,873
449,634
1,021,817
936,878

588,806
Pretax income from continuing
operations
610,811
943,424
2,231,737 1,941,084
894,980
Profit from continuingoperations 530,209
897,435
1,926,975 1,757,631
820,782
Loss from discontinued
operations
0
0

0

0

0
Net income(loss) 530,209
897,435
1,926,975 1,757,631
820,782
Other comprehensive income
(loss) (Net of tax)
(197,178) 329,162
183,063

140,930

(41,198)
Total comprehensive income
(loss)
333,031 1,226,597 2,110,038 1,898,561
779,584
Net income (loss) attributable to
stockholders of theparent
530,209
897,435
1,926,975 1,757,631
820,782
Net income (loss) attributable to
non-controllinginterests
0
0

0

0

0
Comprehensive income (loss)
attributable to stockholders of the
parent
333,031 1,226,597 2,110,038 1,898,561
779,584
Comprehensive income (loss)
attributable to non-controlling
interests
0
0

0

0

0
Earningsper share 1.50
2.70

5.66

4.60

2.15

Note 1: The financial information of each year has been verified and certified by an accountant. Note 2: The loss of the suspended business unit is presented as the net amount after deducting income tax. Note 3: As of the date of publication of the annual report, there is no recent financial information verified by CPAs.

(II) Name of CPAs and Audit Opinions for the Last Five Years

Year Name of accounting firm Name of CPA Opinion
2019 Ernst & Young Taiwan Chen, Cheng-Chu,
Tu, Jia-Ling
Unqualified opinion with emphasis
of matter paragraph
2020 Ernst & Young Taiwan Chen, Cheng-Chu,
Tu, Jia-Ling
Unqualified opinion
2021 Ernst & Young Taiwan Chen, Cheng-Chu,
Fuh, Wen-Fun
Unqualified opinion
2022 Ernst & Young Taiwan Chen, Cheng-Chu,
Fuh, Wen-Fun
Unqualified opinion
2023 Ernst & Young Taiwan Chen, Cheng-Chu,
Fuh, Wen-Fun
Unqualified opinion

168

II. Financial analysis in the five most recent years

(1) Financial analysis (consolidated) - International Financial Reporting Standards (IFRS)

Year
Items of analysis
Year
Items of analysis
Financial analysis of the recent fiveyears(Note 1) Financial analysis of the recent fiveyears(Note 1) Financial analysis of the recent fiveyears(Note 1) Financial analysis of the recent fiveyears(Note 1) Financial analysis of the recent fiveyears(Note 1) As of
March 31, 2024
(Note2)
2019 2020 2021 2022 2023
Financial
structure
(%)
Debt to Asset Ratio 58.67
59.19

50.81

48.88

48.98

Not applicable




















Proportion of long-term
capitals to property,
plant,and equipment
229.85
247.77

276.66

248.28

239.02
Debt service
ability
(%)

Current ratio
168.06
184.15

176.28

193.56

201.58
Quick ratio 133.37
150.97

145.08

139.30

155.72
Interest coverage ratio 8.10
13.77

27.01

16.14

6.74
Operate Receivables turnover
(cycle)
2.62
2.87

3.25

3.14

3.24
Average collection days 139
127

112

116

113
Inventory turnover ratio
(cycle)
3.95
4.94

4.69

2.98

2.80
Payables turnover
(cycle)
4.45
4.21

3.75

3.64

4.61
Average days of sales 92
74

78

122

130
Property, plant, and
equipment turnover
(cycle)
1.87
2.19

2.37

1.72

1.43
Total assets turnover
(cycle)
0.59
0.63

0.62

0.47

0.44
Profitability Return on asset(%) 3.66
5.82

9.26

6.69

4.06
Return on equity (%) 7.71
13.22

19.43

12.55

6.86

Ratio of net income
before tax to paid-in
capital(%) (Note 7)
18.05
30.98

65.69

54.63

30.49
Profit margin(%) 5.50
8.59

14.27

13.29

7.97
Earnings per share
(NT$)
1.50
2.70

5.66

4.60

2.15
Cash
flow
Cash flow ratio(%) 14.71
33.71

12.57

23.59

28.77
Allowable cash flow
ratio(%)
151.20
155.44

89.76

63.06

58.81
Cash reinvestment ratio
(%)
3.18
7.09

2.04

2.22

3.14
Leverage Operatingleverage 5.20
3.59

2.24

3.21

5.24
Financial leverage 1.16
1.09

1.04

1.09

1.32
Please explain the reasons for changes in various financial ratios in the last two years. (If the changes does
not reach 20%, the analysis can be exempted)
1. The interest coverage ratio decreased over the same period last year, mainly because the central bank
continued to raise interest rates, the cost of funds increased and the company's profits were not as good as
thepreviousperiod.

Please explain the reasons for changes in various financial ratios in the last two years. (If the changes does not reach 20%, the analysis can be exempted) 1.The interest coverage ratio decreased over the same period last year, mainly because the central bank continued to raise interest rates, the cost of funds increased and the company's profits were not as good as the previous period.

169

  • 2.The payable turnover rate increased over the same period last year, mainly due to the increase in the operating cost in this period compared with the previous period.

  • 3.The various financial ratios of profitability decreased over the same period last year. This was due to the fact that this year was affected by factors such as weak demand in the electronic terminal application market, long time to deplete inventory levels, insufficient utilization rate, etc., and the overall revenue and profit decreased compared with the previous period.

  • Both cash flow ratio and cash reinvestment ratio increased over the same period last year, mainly due to the increase in net cash inflow from operating activities in this period compared with the previous period.

  • Operating leverage increased over the same period last year was mainly due to the decrease in operating revenues, which resulted in an increase in the burden of fixed costs and expenses compared to the previous period.

  • Financial leverage increased over the same period last year, mainly due to the decrease in operating income in this period compared with last year, and the cost of funds is still high.

  • If a company prepares an individual financial report, it shall also prepare an analysis of the individual financial ratio of the Company.

  • Note 1: The financial information of each year has been verified and certified by an accountant.

  • Note 2: As of the date of publication of the annual report, there is no recent financial information verified by CPAs. Note 3: Calculation formula:

    1. Financial structure

    2. (1) Debt ratio = Total liabilities/Total assets

    3. (2) Ratio of long-term funds to property, plant, and equipment = (Total equity + Non-current liabilities)/Net property, plant, and equipment

    4. Debt service ability

    5. (1) Current ratio = Current assets/Current liabilities

    6. (2) Quick ratio = (Current assets - Inventory - Prepaid expenses)/Current liabilities

    7. (3) Times interest earned ratio = Earnings before interest and taxes/Interest expenses

    8. Operating ability

    9. (1) Accounts receivable turnover rate (including accounts receivable and bills receivable from business activities) = Net sales/Balance of average accounts receivable in each period (including accounts receivable and bills receivable from business activities)

    10. (2) Average days for cash receipts = 365/Accounts receivable turnover

    11. (3) Inventory turnover rate= Cost of sales/Average inventory

    12. (4) Payables turnover rate (including accounts payable and bills payable from business activities) = Cost of sales/Balance of average accounts payable in each period (including accounts payable and bills payable from business activities)

    13. (5) Average days for sale of goods = 365/Inventory turnover

    14. (6) Turnover rate for property, plant and equipment = Net sales/Average net property, plant, and equipment

    15. (7) Total asset turnover rate = Net sales/Average total assets

    16. Profitability

    17. (1) Asset return ratio = [Profit or loss after tax + Interest expenses × (1 - Tax rate)]/Average total assets

    18. (2) Equity return ratio = Profit or loss after tax/Average total equity

    19. (3) Net profit ratio = Profit or loss after tax/Net sales

    20. (4) Earnings per share = (Income attributable to owners of parent company - Preferred shares dividends)/Weighted average number of shares issued (Note 4)

    21. Cash flow

    22. (1) Cash flow ratio = Net Cash flow from operating activities/Current liabilities

    23. (2) Cash flow sufficiency ratio = Net cash flow from operating activities for the most recent five years/(Capital expenditures + Inventory increment + Cash dividends) for the most recent five years

    24. (3) Cash reinvestment ratio = (Net cash flow from operating activities - Cash dividends)/(Gross property, plant, and equipment + Long-term investment + Other non-current assets + Working capital) (Note 5)

    25. Leverage:

    26. (1) Operating leverage = (Net operating revenue - Variable operating costs and expenses)/Operating income (Note 6)

    27. (2) Financial leverage = Operating income/(Operating income - Interest expenses)

  • Note 4: The financial information of each year has been verified and certified by an accountant.

    1. Based on the weighted average number of ordinary shares, not the number of outstanding shares at the end of the

170

year.

  1. Where there is a cash capital increase or treasury stock trading, the weighted average number of shares shall be calculated considering its circulation period.

  2. Where there is a capital increase from surplus or capital reserve, when calculating the earnings per share in previous years and half-years, retrospective adjustments should be made according to the capital increase ratio, regardless of the issuance period of the capital increase.

  3. If the preferred shares are non-convertible cumulative preferred shares, the dividends for the current year (whether issued or not) should be deducted from the after-tax net profit or increased by the after-tax net loss. If the preferred stock is of a non-cumulative nature, if there is a net profit after tax, the preferred stock dividend shall be deducted from the net profit after tax; if it is a loss, there is no need to adjust it.

  4. Note 5: Cash flow analysis should pay special attention to the following matters when measuring:

  5. Net cash flow from operating activities refers to the net cash inflow from operating activities in the cash flow statement.

  6. Capital expenditure refers to the annual cash outflow for capital investment.

  7. The increase in inventory is only included when the closing balance is greater than the opening balance. If the inventory at the end of the year decreases, it will be calculated as zero.

  8. Cash dividends include cash dividends on ordinary shares and preferred shares.

  9. Gross property, plant and equipment refers to the total property, plant and equipment before deduction of accumulated depreciation.

  10. Note 6: The issuer should classify various operating costs and operating expenses into fixed and variable according to their nature. If there are estimates or subjective judgments involved, they should pay attention to their rationality and maintain consistency.

  11. Note 7: The Company's stocks have no denomination or the denomination per share is not NT$10. The calculation of the ratio of paid-in capital in the previous issue will be calculated based on the equity ratio attributable to the owner of the parent company on the balance sheet.

171

(2) Financial analysis (parent company only) - International Financial Reporting Standards (IFRS)

(IFRS) (IFRS)
Year
Items of analysis

Financial analysis of the recent fiveyears(Note 1)
As of
March 31, 2024
(Note 2)
2019 2020 2021 2022 2023
Financial
structure
(%)
Debt to Asset Ratio 48.32
51.46

42.63

45.66

45.57

Not applicable




















Proportion of
long-term capitals
to property, plant,
and equipment
468.70
423.93

430.46

416.37

369.91
Debt
service
ability
(%)
Current ratio 92.83
98.37

102.21

119.24

100.17
Quick ratio 62.22
73.30

73.54

79.01

65.78
Interest coverage
ratio
11.97
18.26

33.45

19.00

6.51
Operate Receivables
turnover(cycle)
3.33
3.69

3.88

3.97

3.80
Average collection
days
110
99

94

92

96
Inventory turnover
ratio(cycle)
4.67
5.99

5.25

3.63

3.33
Payables turnover
(cycle)
5.50
7.55

6.46

6.13

6.02
Average days of
sales
78
61

70

101

110
Property, plant, and
equipment turnover
(cycle)
3.21
3.01

2.67

2.03

1.58
Total assets
turnover(cycle)
0.49
0.50

0.47

0.37

0.32
Profitability Return on asset(%) 4.75
7.05

10.68

7.76

3.85
Return on equity
(%)
8.31
13.45

19.27

13.26

6.11

Ratio of net
income before tax
to paid-in capital
(%) (Note 7)
18.35
28.35

58.30

50.71

23.42
Profit margin(%) 8.92
13.37

22.13

19.85

10.40
Earnings per share
(NT$)
1.50
2.70

5.66

4.60

2.15
Cash
flow
Cash flow ratio(%) 28.33
16.43

6.28

3.91

29.44
Allowable cash
flow ratio(%)
59.76
56.61

38.07

24.84

28.48
Cash reinvestment
ratio(%)
5.59
1.81

(0.75)

(3.84)

1.40
Leverage Operating leverage 3.62
3.97

2.46

3.19

7.37
Financial leverage 1.11
1.12

1.06

1.12

2.13

172

Please explain the reasons for changes in various financial ratios in the last two years. (If the changes does not reach 20%, the analysis can be exempted) 1. The interest coverage ratio decreased over the same period last year, mainly because the central bank continued to raise interest rates, the cost of funds increased and the company's profits were not as good as the previous period. 2. Turnover of property, plant and equipment decreased over the same period last year, mainly due to the fact that the company's operating revenue in this period was not as good as the previous period. 3. The various financial ratios of profitability decreased over with the same period last year. This was due to the fact that this year was affected by factors such as weak demand in the electronic terminal application market, long time to deplete inventory levels, insufficient utilization, etc., and the overall revenue and profit compared with the previous period. 4. Both cash flow ratio and cash reinvestment ratio increased over the same period last year, mainly due to the increase in net cash inflow from operating activities in this period compared with the previous period. 5. Operating leverage increased over the same period last year was mainly due to the decrease in operating revenues, which resulted in an increase in the burden of fixed costs and expenses compared to the previous period. 6. Financial leverage increased over the same period last year, mainly due to the decrease in operating income in this period compared with last year, but the cost of funds is still high. Note 1: The financial information of each year has been verified and certified by an accountant. Note 2: As of the date of publication of the annual report, there is no recent financial information verified by CPAs. Note 3: Calculation formula: 1. Financial structure (1) Debt ratio = Total liabilities/Total assets (2) Ratio of long-term funds to property, plant, and equipment = (Total equity + Non-current liabilities)/Net property, plant, and equipment 2. Debt service ability (1) Current ratio = Current assets/Current liabilities (2) Quick ratio = (Current assets - Inventory - Prepaid expenses)/Current liabilities (3) Times interest earned ratio = Earnings before interest and taxes/Interest expenses 3. Operating ability (1) Accounts receivable turnover rate (including accounts receivable and bills receivable from business activities) = Net sales/Balance of average accounts receivable in each period (including accounts receivable and bills receivable from business activities) (2) Average days for cash receipts = 365/Accounts receivable turnover (3) Inventory turnover rate= Cost of sales/Average inventory (4) Payables turnover rate (including accounts payable and bills payable from business activities) = Cost of sales/Balance of average accounts payable in each period (including accounts payable and bills payable from business activities) (5) Average days for sale of goods = 365/Inventory turnover (6) Turnover rate for property, plant and equipment = Net sales/Average net property, plant, and equipment (7) Total asset turnover rate = Net sales/Average total assets 4. Profitability (1) Asset return ratio = [Profit or loss after tax + Interest expenses × (1 - Tax rate)]/Average total assets (2) Equity return ratio = Profit or loss after tax/Average total equity (3) Net profit ratio = Profit or loss after tax/Net sales (4) Earnings per share = (Income attributable to owners of parent company - Preferred shares dividends)/Weighted average number of shares issued (Note 4)

  1. Cash flow

173

  • (1) Cash flow ratio = Net Cash flow from operating activities/Current liabilities

  • (2) Cash flow sufficiency ratio = Net cash flow from operating activities for the most recent five years/(Capital expenditures + Inventory increment + Cash dividends) for the most recent five years

  • (3) Cash reinvestment ratio = (Net cash flow from operating activities - Cash dividends)/(Gross property, plant, and equipment + Long-term investment + Other non-current assets + Working capital) (Note 5)

  • Leverage:

  • (1) Operating leverage = (Net operating revenue - Variable operating costs and expenses)/Operating income (Note 6)

  • (2) Financial leverage = Operating income/(Operating income - Interest expenses)

  • Note 4: The financial information of each year has been verified and certified by an accountant.

  • Based on the weighted average number of ordinary shares, not the number of outstanding shares at the end of the year.

  • Where there is a cash capital increase or treasury stock trading, the weighted average number of shares shall be calculated considering its circulation period.

  • Where there is a capital increase from surplus or capital reserve, when calculating the earnings per share in previous years and half-years, retrospective adjustments should be made according to the capital increase ratio, regardless of the issuance period of the capital increase.

  • If the preferred shares are non-convertible cumulative preferred shares, the dividends for the current year (whether issued or not) should be deducted from the after-tax net profit or increased by the after-tax net loss. If the preferred stock is of a non-cumulative nature, if there is a net profit after tax, the preferred stock dividend shall be deducted from the net profit after tax; if it is a loss, there is no need to adjust it.

  • Note 5: Cash flow analysis should pay special attention to the following matters when measuring:

  • Net cash flow from operating activities refers to the net cash inflow from operating activities in the cash flow statement.

  • Capital expenditure refers to the annual cash outflow for capital investment.

  • The increase in inventory is only included when the closing balance is greater than the opening balance. If the inventory at the end of the year decreases, it will be calculated as zero.

  • Cash dividends include cash dividends on ordinary shares and preferred shares.

  • Gross property, plant and equipment refers to the total property, plant and equipment before deduction of accumulated depreciation.

  • Note 6: The issuer should classify various operating costs and operating expenses into fixed and variable according to their nature. If there are estimates or subjective judgments involved, they should pay attention to their rationality and maintain consistency.

  • Note 7: The Company's stocks have no denomination or the denomination per share is not NT$10. The calculation of the ratio of paid-in capital in the previous issue will be calculated based on the equity ratio attributable to the owner of the parent company on the balance sheet.

174

III. Audit Committee Report for the most recent year's financial statemen Detailed in Appendix I

  • IV. Financial statements in the most recent year (consolidated) Detailed in Appendix II.

  • V. The Company's parent company only financial statements audited and attested by CPAs in the most recent year

  • Detailed in Appendix III.

  • VI. In the most recent year and up to the date of publication of the annual report, any financial difficulties experienced by the Company or its affiliates and how said difficulties will affect the Company's financial situation

None.

175

Chapter 7. Review and Analysis of Financial Condition and Performance and Relevant Risk Events

I. Financial Position:

The main reasons for the significant changes in assets, liabilities and shareholders' equity in the last two years and their effects

  • Units: NT$ thousands
Units: NT$thousands Units: NT$thousands
Year
Items
2023 2022 Variance
Amount %
Current asset 14,332,321
14,609,804

(277,483)
(1.90)
Property,plant, and equipment 7,801,152
7,411,293

389,859

5.26
Right-of-use assets 1,224,334
1,296,176

(71,842)
(5.54)
Intangible assets 1,649,469
1,661,358

(11,889)
(0.72)
Other assets 3,675,459
4,188,215

(512,756)
(12.24)
Total assets 28,682,735
29,166,846

(484,111)
(1.66)
Current Liabilities 7,110,064
7,547,887

(437,823)
(5.80)
Non-current Liabilities 6,938,132
6,709,724

228,408

3.40
Total Liabilities 14,048,196
14,257,611

(209,415)
(1.47)
Equity attributable to the parent
company
13,248,598
13,615,577

(366,979)

(2.70)
Capital stock 3,821,149
3,828,149

(7,000)
(0.18)
Capital surplus 6,007,138
6,016,861

(9,723)
(0.16)
Retained earnings 4,026,560
4,339,691

(313,131)
(7.22)
Other equities (606,249) (552,617) (53,632) (9.71)
Treasurystock -
(16,507)
(16,507) (100.00)
Non-controllinginterests 1,385,941
1,293,658

92,283

7.13
Total equity 14,634,539
14,909,235

(274,696)
(1.84)
1. Analysis and explanation of the increase and decrease ratio:
The treasury stock decreased over the same period last year was due to the cancellation of treasury
stock during the year.
2. Influence: no significant influence.
3. Future countermeasures: none.

176

II. Financial Performance

  • (1) The main reasons for the major changes in operating revenues, operating income and pretax income from continuing operations in the last two years
II. Financial Performance
(1) The main reasons for the major changes in operating revenues, operating income and
pretax income from continuing operations in the last two years
II. Financial Performance
(1) The main reasons for the major changes in operating revenues, operating income and
pretax income from continuing operations in the last two years
II. Financial Performance
(1) The main reasons for the major changes in operating revenues, operating income and
pretax income from continuing operations in the last two years
II. Financial Performance
(1) The main reasons for the major changes in operating revenues, operating income and
pretax income from continuing operations in the last two years
II. Financial Performance
(1) The main reasons for the major changes in operating revenues, operating income and
pretax income from continuing operations in the last two years
Units: NT$thousands
Year
Items

2023
2022 Increase
(decrease)
amount
Variable
proportion
Operating revenues 12,707,319 13,227,847 (520,528) (3.94)
Operating cost 9,499,258 9,232,010 267,248 2.89
Gross profit 3,208,061 3,995,837 (787,776) (19.71)
Operating expenses 2,374,327 2,364,764 9,563 0.40
Operating income (loss) 833,734 1,631,073 (797,339) (48.88)
Non-operating income and
expenses
331,362 460,269 (128,907) (28.01)
Pretax income from continuing
operations
1,165,096 2,091,342 (926,246) (44.29)
Profit from continuing
~~oerations~~
1,012,951 1,757,904 (744,953) (42.38)
~~p~~
Net income (Loss)
1,012,951 1,757,904 (744,953) (42.38)
Total other comprehensive
income (loss) (net of tax)
(31,264) 216,970 (248,234) (114.41)
Total comprehensive income
(loss)
981,687 1,974,874 (993,187) (50.29)
Net income (loss) attributable to
stockholders of the parent
820,782 1,757,631 (936,849) (53.30)
Net income (loss) attributable to
non-controlling interests
192,169 273 191,896 70,291.58
Comprehensive income (loss)
attributable to stockholders of
the parent
779,584 1,898,561 (1,118,977) (58.94)
Comprehensive income (loss)
attributable to non-controlling
interests
202,103 76,313 125,790 164.83
Earnings per share 2.15 4.60 (2.45) (53.26)
Analysis and explanation of the increase and decrease ratio:
1. Operating income decreased over the same period last year, due to the impact of weak demand in
the electronic terminal application market, long time to deplete inventory levels, insufficient
utilization rate, which resulted in a decrease in overall net operating income compared to last
year.
2. The non-operating income and expenses decreased over the sample period last year, mainly due to
fluctuation in foreign exchange rates and interest rate hikes resulting in the increase in net foreign
currency exchange loss of $174,036 thousand, as well as the increase in gain of $61,908 thousand
on valuation of financial assets and liabilities at fair value through profit or loss.
3. The profit before tax, net income of continuing operations and net income decreased over the same
period last year, mainly due to the influence of items 1 and 2 above.
4. Other comprehensiveprofits and losses(net after tax)for the currentperiod decreased compared
  • 2.The non-operating income and expenses decreased over the sample period last year, mainly due to fluctuation in foreign exchange rates and interest rate hikes resulting in the increase in net foreign currency exchange loss of $174,036 thousand, as well as the increase in gain of $61,908 thousand on valuation of financial assets and liabilities at fair value through profit or loss.

  • 3.The profit before tax, net income of continuing operations and net income decreased over the same period last year, mainly due to the influence of items 1 and 2 above.

  • 4.Other comprehensive profits and losses (net after tax) for the current period decreased compared

177

with last year, mainly due to the impact of the depreciation of the Taiwan dollar and RMB in the past two years, which caused an increase of 629,794 thousand in exchange differences arising on translation of foreign operations compared with last year and the stock market rose in 2023, which resulted in an increase of 303,277 thousand in unrealized gains on financial assets measured at fair value through other comprehensive income compared with last year.

  • 5.The total comprehensive income, net income (loss) attributable to stockholders of the parent, Comprehensive income (loss) attributable to stockholders of the parent, and earnings per share of the current period decreased over the previous year, the reasons for which are the same as the above items 1, 2 and 4.

  • 6.The increase in net income (loss) attributable to non-controlling interests compared to last year was mainly due to an increase in net income attributable to non-controlling interests in the Power ICs and Components segment.

  • 7.The Comprehensive income (loss) attributable to non-controlling interests increased compared to last year, the reason is the same as items 4 and 6 above.

  • (II) The expected sales volume and its basis, as well as the possible impact on the Company's future financial business and its response plan:

    • The expected sales volume is mainly based on the consideration of the future and the estimated market demand will grow. For relevant market research and analysis, please refer to the future supply and demand situation and growth potential of the market (see pages 147 - 150 of this annual report for details).

III. Cash flow

  • (I) Analysis and explanation of changes in cash flow in recent years

Units: NT$ thousands

Units: NT$ thousands Units: NT$ thousands
Open cash
balance
Annual net cash
inflow (out flow)
from operating
activities

Net cash
inflow
(outflow)
Effect of
Exchange
Rate
Changes
Cash surplus
(insufficient)
amount
Remedial measures for
the shortfall in cash
Investment
Program
Financial
Planning
3,033,568
2,045,392
(2,000,433) (1,650)
3,076,877


None

None
Analysis of changes in cash flow this year:
1. Net cash inflow from operating activities was NT$2,045,392 thousand, which mainly includes
after-tax net profit and depreciation expenses.
2. Net cash outflow from investing activities amounted to $749,551 thousand, which was mainly due
to cash outflow of $830,021 thousand from acquisition of property, plant and equipment, cash
outflow of $206,770 thousand from prepayment of equipment, cash inflow of $168,785 thousand
from recovery of refund of deposits, and cash inflow of $129,210 thousand from receipt of
dividends.
3. The net cash outflow from financing activities was NT$1,250,882 thousand, mainly due to the cash
outflow from cash dividends of NT$1,146,345 thousand.
To sum up, after the cash flow (outflow) of the current period is added to the Effect of exchange rate
changes,the net cash inflow for theyear is NT$43,309 thousands.

To sum up, after the cash flow (outflow) of the current period is added to the Effect of exchange rate changes, the net cash inflow for the year is NT$43,309 thousands.

  • (II) Improvement plan for insufficient liquidity: None

178

(III) Cash flow analysis

Units: NT$ thousands

(III) Cash flow analysis Units: NT$ thousands Units: NT$ thousands
Beginning of
the period
cash balance
Estimated
full-year net
cash flow from
operating
activities
Estimated
full-year net
cash flow
(Insufficient)
quantity of
estimated
balance of cash
Remedial measures for the
anticipated shortfall in cash
Investment
Program
Funding
Program
3,076,877
2,348,000

(1,700,000)

3,724,877

None
None
Estimated future Cash flow
Cash inflow from operating activities for the coming year is expected to be approximately
NT$2,348,000 thousand, while cash outflow from the purchase of machinery and equipment and
cash dividend for the coming year is expected to increase by approximately NT$1,700,000
thousand, leaving a cash balance of NT$3,724,877thousand at the end of the period. There was no
cash shortage.

Cash inflow from operating activities for the coming year is expected to be approximately NT$2,348,000 thousand, while cash outflow from the purchase of machinery and equipment and cash dividend for the coming year is expected to increase by approximately NT$1,700,000 thousand, leaving a cash balance of NT$3,724,877thousand at the end of the period. There was no cash shortage.

IV. Impact of material expenditures on the Company's finances and operations in the most recent year

The source of funds for the capital expenditures of the Company and its subsidiaries in the most recent year is mainly the net cash inflows from operating activities, which are matched with some bank borrowings; and the benefits of capital expenditures have been shown in the growth of operating profits, so the overall financial impact of the Company is the business has a positive impact.

179

V. Investment policies in other companies, the main reasons for profit/losses, improvement plan, and investment plans for the upcoming year

for the upcoming year
Description
Items
Investment policy Reason for
Profit or loss
Improvement
Plan
Investment plan
in the coming year
Diode business group
Including: Pynmax Technology Co., Ltd.; JOYSTAR
INTERNATIONAL CO., LTD.; PAN-JIT ASIA INTERNATIONAL
INC.; PAN JIT AMERICAS, INC.; Pan Jit Electronics (Wuxi) Co.,
Ltd.; Pan Jit Electronics (Beijing) Co., Ltd; Panjit Electronics
(Shandong) Co., Ltd.; Panjit Electronics (Qufu) Co.,Ltd; PAN-JIT
INTERNATIONAL (H.K.) LTD.; Director of Suzhou Grande
Electronics Co., LTD.; CONTINENTAL LIMITED; PANJIT
EUROPE GMBH; PANJIT KOREA CO.,LTD; DYNAMIC TECH
GROUP LIMITED; Shenzhen Weiquan Electronics Co.,Ltd; Pan Jit
Semiconductor (Xuzhou) Co., Ltd., PANJIT JAPAN Co., Ltd., and
Panstar Semiconductor Co.,Ltd.
Continue brand cultivation and cost
saving, strengthen investment
resources, improve the speed of new
product development and product
quality, and take advantage of
packaging production capacity and
quality advantages to win
international manufacturers of
first-line brands in Europe, the
United States, Japan and China.
The profit was mainly
due to the steady
growth of market
demand for discrete
components.
None Will depend on the
Company's
operating
conditions
Power integrated circuits and components
Including: Champion Microelectronic Corp., Wisdom Mega Corp.,
Wisdom Bright Inc., Wisdom Toprich Technology Limited., Great
Power Microelectronics Corp. (Great Power), and Golden Champion
Digital Power Corporation
Continue to develop our core
technologies and actively expand the
application of next-generation
semiconductor products.
The profit was mainly
due to the growth in
demand for personal
computers and the
increased adoption of
related products such
as servers,
workstations, TVs and
game consoles.
None Will depend on the
Company's
operating
conditions
Solar energy business group
Including: AIDE Energy Europe Coöperatie U.A.、AIDE Energy
Europe B.V.、EC Solar C1 SRL、Aide Energy (CAYMAN)Holding
Co.,Ltd, and Aide Solar Technology Co., Ltd.
The business group only solar power
plant - EC Solar C1 SRL is still in
operation. Its primary manufacturing
plant- Aide Solar Technology Co.,
Ltd.,has been shut down.
The profit was mainly
due to the stable profit
of the solar power
plant - EC Solar C1
SRL.
None No further
investment plans

180

VI. Risk

  • (I) Effect upon the Company's profits (losses) of interest and exchange rate fluctuations and changes in the inflation rate, and response measures to be taken in the future

  • Effect upon the Company's profits (losses) of interest and exchange rate fluctuations and changes in the inflation rate, and response measures to be taken in the future

Units: NT$ thousand

Units: NT$thousand
Items Profit and loss influence Future countermeasures
Subject 2023
Interest Financial
costs
202,803 Regularly evaluate bank borrowing rates, in
addition to closely contacting banks to
obtain more favorable borrowing rates, and
adopting forward rate contracts for hedging
risks as needed.
Exchange
rate
Net foreign
exchange
(loss) gain
(14,026) Pay close attention to the exchange rate
trend, take the risk aversion plan as much
as possible for the net position of foreign
currency assets and liabilities, and control
the exchange profit and loss within a
reasonable range
  1. Effect upon the Company's profits (losses) of interest and exchange rate

  2. fluctuations and changes in the inflation rate, and response measures to be taken in the future

Under the government's policy of stabilizing the financial market order and prices, as of the disclosure date of the annual report, the operation and profit and loss of the company and its subsidiaries have been limited by the impact of inflation. In the future, we will continue to pay close attention to the development of the economic situation, increase the Company's revenue and reduce the impact of inflation.

  • (II) The Company's policy regarding high-risk investments, highly leveraged investments, loans to other parties, endorsements, guarantees, and derivatives transactions; the main reasons for the profits/losses generated thereby; and response measures to be taken in the future:

  • The Company and its subsidiaries do not engage in high-risk and high-leverage investments.

  • The Company's and its subsidiary's policy on capital loan to others and endorsement guarantee is handled in accordance with the Company's capital loan to others operating procedures and the relevant regulations of the endorsement

181

guarantee method.

  1. The Company and its subsidiaries' policies on derivative transactions are implemented in accordance with the procedures for handling derivative transactions set forth in the Procedures for Acquisition or Disposal of Assets, with hedging transactions as the primary transaction method.

  2. (III) Future R&D plans and estimated R&D expenses for the most recent year and as of the publication date of the annual report:

Through forward-looking thinking, combined with industry trends and market trends, the Company will invest more in research and development in the next few years to enhance the advantages and market competitiveness of various products. The following is a description of the future R&D plan and estimated R&D expenses for the main sales product –discrete device:

  1. Future R&D plan:

  2. (1) HV MOSFETs:

In order to improve device efficiency, RDS-ON and Capacity are reduced by techniques such as trench structure design, such as Ciss, Coss, Crss., to speed up the switching speed. In addition, due to such high-voltage power components, it will be applied to power systems or charging facilities. The design of component structure, packaging materials, heat conduction path design, and enhancing thermal conductivity/reducing thermal dissipation within the component are also the focus of research and development.

  • (2) MV MOSFETs:

The main research and development direction of such medium-voltage power application components is the same as that of HV MOSFETs. In addition, due to the increasing demand for automotive /EVs applications, the development of automotive-grade MV MOSFETs is also a key R&D target. In addition, emphasis will be placed on further reducing Rsp and improving Switch Performance (FOM).

(3) IGBTs:

This device is a high-speed power device that integrates the advantages of MOSFET and Bipolar Junction Transistor (BJT), mainly using Field-stop Trench technology. Designed with High Density Trench Cells and Optimization Of Field-Stop Layer. The purpose is to obtain a higher power gain than the current BJT and minimize its switching loss minimization at very high switching frequencies.

182

(4) FREDs:

The Second-generation product development further optimizes switching speed and forward conduction voltage, and the development of IGBT Co-Package FREDs expand the scale of existing FRED products.

  • (5) SiC SBDs:

Under high frequency switching, the key goal of research and development is to minimize its switching loss.

(6) SiC MOSFETs:

Silicon carbide (SiC) is a semiconductor material with wide Bandgap Semiconductors, which is resistant to high pressure and has High Electron Mobility. It often comes out top in high frequency, high pressure, high temperature, such as electric vehicles, green energy and other high-level applications. Its component structure design and exclusive process development are the focus of research and development.

(7) GaN HEMTs:

Gallium Nitride (GaN) is a wide-gap Compound Semiconductor material. It has a special polarization effect, with piezoelectric polarization and spontaneous polarization. In the absence of dopants, the polarization effect can make the AlGaN/GaN hetero structures near the interface will be formed Two Dimensional Electron Gases (2DEG). Taking advantage of 2 DEG to manufacture electron mobility transistor Enhancement-Mode High Electron Mobility Transistor (HEMT), which speed is much higher than that of MOSFET. Currently cooperating with GaN HEMTs professional units, PANJIT will design its component structure and apply for an invention patent to pave the way for the future development of near-term products.

  1. Estimated R&D expenses:
Unit: NT$ thousands Unit: NT$ thousands
Product line Planned development items Estimated
investment in
R&D expenses
HV MOSFETs
(Super Junction Technology)
HV SJ MOSFET 600V Gen.2-Easy 5,111
HV SJ MOSFET 600V Gen.2-FR 3,140
MV MOSFETs
(Shielded-Gate Technology)
MV SGT MOSFET 100V Gen.2-SL, LL 5,579
MV SGT MOSFET 80V Gen.2- SL, LL 9,046
MV SGT MOSFET 60V Gen.2 54,368
MV SGT MOSFET 40V Gen.2 9,383
FREDs FRED 1200V/650V Gen.2 18,675

183

IGBTs
(Field-stop Trench
Technology)
FST- IGBT 1200V Gen.1 21,189
FST-IGBT 650V Gen.1 21,995
SiC SDBs SiC SDBs 1200V/650V G2 8,007
SiC MOSFETs SiC MOS 1200V/650V G1 30,080
  • (IV) Effect on the Company's financial operations of important policies adopted and changes in the legal environment at home and abroad, and measures to be taken in response

In addition to complying with relevant laws and regulations, the Company and its subsidiaries also pay attention to important domestic and foreign policies and changes in laws. Therefore, the Company and its subsidiaries have not been affected by any significant changes in domestic and foreign policies and laws that would have a material impact on the Company's financial operations.

  • (V) Effect on the Company's financial operations of developments in science and technology as well as industrial change, and measures to be taken in response

  • This is to explain the impact of technological changes and industrial changes on the Company’s financial business and corresponding measures with regard to the main product -discrete device

  • Discrete devices are widely used in various electronic devices. Their main uses include frequency conversion, rectification, voltage transformation, power amplification, power control, etc. discrete devices can be regarded as the cornerstone of the electronics industry. Therefore, with the change of technology and industry, the market demand for discrete devices is increasing day by day. In addition, the Company has a completed product line and actively invests in research and development to develop various high-performance high-power discrete devices to meet market trends and improve the Company's competitiveness. Thus, technological changes and industry changes will have a positive impact on the financial business.

  • (VI) Effect on the Company's crisis management of changes in the Company's corporate image, and measures to be taken in response

  • The Company and its subsidiaries have always adhered to the business philosophy of integrity, law-abiding and fulfilling social responsibilities. Therefore, the Company's corporate image has always been good. In the recent year and up to the date of publication of the annual report, there has been no major event affecting the change of the Company's corporate image.

184

  • (VII) Expected benefits and possible risks associated with any merger and acquisitions, and mitigation measures being or to be taken

  • The Company and its subsidiaries have not carried out merger and acquisition plans in the most recent year and as of the date of publication of the annual report.

  • (VIII) Expected benefits and possible risks associated with any plant expansion, and mitigation measures being or to be taken

  • The expansion of the plant of the Company and its subsidiaries is based on a prudent assessment of existing production capacity and future operational growth. Significant capital expenditures are submitted to the board of directors for deliberation, and investment benefits and possible risks have been duly considered.

  • (IX) Risks associated with any consolidation of sales or purchasing operations, and mitigation measures being or to be taken

  • This is to explain the risks and countermeasures faced by the purchase or sales concentration of the main product-discrete device

  • There is no excessive concentration of sales. The purchases are concentrated in the subsidiaries within the group, mainly because the Company is committed to the vertical integration of upstream and downstream. The companies in the group adopt the method of division of labor and cooperation, specialize in the production of different product lines, and provide them to the companies in the group for sales. In order to achieve the maximum complementary effect of product lines between Group companies, and then enhance product competitiveness and company profitability. In addition, if the product scheduling between groups is excluded, the Company's purchase customers are not excessively concentrated, so the risk of purchase concentration should be small.

  • (X) Effect upon and risk to the Company in the event a major quantity of shares belonging to a director, supervisor, or shareholder holding greater than a 10 percent stake in the Company has been transferred or has otherwise changed hands, and mitigation measures being or to be taken

  • In the most recent year and as of the publication date of the annual report, the Company and its subsidiaries did not have directors or major shareholders holding more than 10% of the shares transferred or replaced in large quantities.

  • (XI) Effect upon and risk to company associated with any change in governance personnel or top management, and mitigation measures being or to be taken

In the most recent year and as of the date of publication of the annual report, there has

185

been no change in the management rights of the Company.

  • (XII) In the most recent year and as of the date of publication of the annual report, the Company and its directors, general managers, substantive persons in charge, major shareholders holding more than 10% of the shares, and affiliated companies have been judged to determine or not in respect of litigation or non-litigation events. In the case of a major lawsuit, non-litigation or administrative dispute, the result of which may have a significant impact on shareholders' rights and interests or securities prices, the facts of the dispute, the amount of the subject matter, the start date of the lawsuit, the main parties involved in the lawsuit and the handling situation shall be disclosed: None

  • (XIII) Other important risks, and mitigation measures being or to be taken: None.

VII. Other important matters

  • None.

186

Chapter 8. Special Notes

I. Information on associates

==> picture [724 x 411] intentionally omitted <==

----- Start of picture text -----

(I) Consolidated business report
PANJIT
1. Affiliate company structure INTERNATIONAL
INC.
30% 50% 100% 100% 50% 100% 94.64%
Microelectronic Champion Corp. 10% PANJIT JAPAN Co., Ltd. ASIA INTERNATIONAL INC.PAN-JIT INTERNATIONAL (H.K.) LTDPAN-JIT Semiconductor Co., Ltd.Panstar AIDE Energy Europe Coöperatie U.A. Pynmax Technology Co., Ltd.
100%
100%
100% 100% 100% JOYSTAR
AIDE Energy Europe INTERNATIONAL
B.V. CO., LTD
Wisdom Mega Golden Champion
Wisdom Bright Inc. Digital Power
Corp. Corporation 100%
100% EC Solar C1 SRL
47.78%
Wisdom Toprich
Technology Limited.
95.86% 78.54% 100% 100% 60% 94.43% 52.22%
100%
Pan Jit Americas, Pan Jit Electronics CONTINENTAL Pan Jit Europe PAN JIT Aide Energy DYNAMIC TECH
Great Power Inc. (Wuxi)Co.,Ltd LIMITED GmbH KOREA Co., Ltd Holding Co., Ltd. (CAYMAN) GROUP LIMITED
Microelectronics Corp.
100%
21.46% 100%
100% Shenzhen Weiquan
100% 70.28% 100% 100% Aide Solar Electronics Co.,Ltd
Technology Co.,
Panjit Ltd.
Pan Jit Semiconductor Panjit Electronics Electronics(Qufu) Pan Jit Electronics Suzhou Grande
(Xuzhou) Co., Ltd (Shandong) Co., Ltd. Co.,Ltd (Beijing) Co., Ltd Electronics Co.,Ltd.
----- End of picture text -----

187

2. Basic information of each affiliated enterprises

Units: NT$ thousands
Company name Date of founding Address Paid-in capital Main business or production items
Pynmax Technology Co., Ltd. 2000.02.25 No. 17, Yonggong 1st Rd., Yong’an
Dist., Kaohsiung City
NTD
892,800
Electronic component
manufacturing and international
trade
JOYSTAR INTERNATIONAL
CO., LTD.
2006.06.06 4th Floor,Ellen Skelton Building,
3076 Sir Francis Drake Highway,
Road Town, Tortola, British Virgin
Islands VG1110
USD
21,522
Investing
PAN-JIT ASIA
INTERNATIONAL INC.
1998.01.06 Vistra Corporate Services Centre
Wickhams Cay II Road
Town,Tortola,Vg1110 Virgin
Islands,British
USD
224,724
Investing
PAN JIT AMERICAS, INC. 2000.08.08 2507 W ERIE DR #101, TEMPE,
AZ85282, USA
USD
19,050
Electronics trade
Pan Jit Electronics (Wuxi) Co.,
Ltd.
1999.12.21 No.8, Hanjiang Road, Wuxi Xinwu
District, Wuxi City, Jiangsu
Province, China
RMB
213,153
Rectifier processing and
manufacutring
Pan Jit Electronics (Beijing)
Co., Ltd
2014.09.03 Room 3315, 3rd Floor, Building 425,
Wangjing West Park, Chaoyang
District,Beijing
RMB
1,000
Sales of new types of electronic
components, semiconductor
rectifiers
Panjit Electronics (Shandong)
Co., Ltd.
2010.07.09 No. 186, Zhongrun Avenue,
High-tech Zone, Zibo City,
Shandong Province
RMB
76,720
Manufacturing of semiconductor
wafers for automobiles and
protection of discrete devices,
integrated circuit chips and
packaging products
Panjit Electronics (Qufu) Co.,
Ltd
2018.05.02 North Chunqiu Road, Taiwan
Industrial Park, Qufu City, Jining
City, ShandongProvince
RMB
500
Sales of new types of electronic
components, semiconductor
rectifiers
PAN-JIT INTERNATIONAL 1993.09.14 Unit 1-5 ,18/F., Wah Wai Centre,No. HKD
9,711
Electronics trade

188

Company name Date of founding Address Paid-in capital Main business or production items
(H.K.) LTD. 38-40 Au Pui Wan
Street,Fotan,Shatin, NewTerritories
Suzhou Grande Electronics Co.,
LTD.
1992.06.08 Room 903, Building 1, No. 88,
Shishan Road, Suzhou New District,
Jiangsu Province
RMB
93,169
Chip diodes, triodes, other new
types of electronic semiconductor
components and related products,
as well as providing technology and
after-sales service
CONTINENTAL LIMITED 2003.03.20 Vistra Corporate Services Centre,
Ground Floor NPF
Buliding,BeachRoad,Apia ,Samoa
USD
19,726
Investing
PAN JIT EUROPE GMBH 2002.11.13 Otto-Hahn-Str. 285609 Aschheim
Germany
EUR
700
Electronics trade
PANJIT KOREA Co., LTD. 2008.01.29 Tower A dong 3601 Ho, Heung Deuk
IT Valey, Heung Deuk 1ro 13 Gi
Heung-Gu, Yong In City
GyungGi-Do,Korea
KRW
450,000
Electronics trade
DYNAMIC TECH GROUP
LIMITED
2002.04.12 Vistra Corporate Services Centre,
Ground Floor NPF
Buliding,BeachRoad,Apia ,Samoa
USD
2,156
Investing
Shenzhen Weiquan Electronics
Co., Ltd
2002.09.30 Room 708, Building 11, Tiedong
Logistics, No. 3 Ping'an Avenue,
Pinghu Community, Pinghu Street,
LonggangDistrict, Shenzhen
RMB
15,183
New types of electronic
components, semiconductor
rectifiers
Pan Jit Semiconductor (Xuzhou)
Co., Ltd.
2021.07.30 No.10, Fenghuang Avenue, Xuzhou
Economic Development Zone,
JiangsuProvince
RMB
252,640
Sales of new types of electronic
components, semiconductor
rectifiers
Aide Energy
(CAYMAN)Holding Co., Ltd
2009.11.04 The Grand Pavilion Commercial
Centre, Oleander Way, 802 West
Bay Road, P.O. Box 32052, Grand
Cayman KY1-1208, Cayman Islands
USD
83,263
Reinvestment business and solar
energy products

189

Company name Date of founding Address Paid-in capital Main business or production items
AIDE Energy Europe
Coöperatie U.A.
2012.01.17 Corkstraat 46 ,3047 AC Rotterdam
Nederland
EUR
18,625
Investing
AIDE ENERGY EUROPE B.V. 2012.01.17 Corkstraat 46 ,3047 AC Rotterdam
Nederland
EUR
18,620
Investing and trade
EC SOLAR C1 SRL 2009.02.17 Viale Andrea Doria 7 Cap 20124 EUR
100
Electricity sales from solar power
plants
Aide Solar Technology Co., Ltd. 2006.12.28 No.10, Fenghuang Avenue, Xuzhou
Economic Development Zone,
Jiangsu Province
RMB
54,886
Development, manufacturing and
sales of solar energy products and
self-acting agents of various
commodities and technologies,
import and export
PANJIT JAPAN Co., Ltd. 2023.03.23 6F606 KS Building, 1-31-11
Kichijoji Hon-cho, Musashino-shi,
Tokyo, Japan
Yen
99,000
Electronics trade
Champion Microelectronic
Corp.
1998.12.30 Floor 5, No. 11, Park 2nd Road,
Science Park District, Hsinchu City,
Taiwan
NTD
799,866
Electronic component
manufacturing and international
trade
Wisdom Mega Corp. 2017.01.24 P. O. Box 1239, Offshore
Incorporations Centre,
Victoria,Mahe', Republic of
Seychelles
USD
4,000
Investment holdings
Wisdom Bright Inc. 2009.11.20 Suite 15, 1st Floor Oliaji Trade
Centre, Francis, Rachel
Sreet,Victoria,Mahe, Seychelles
USD
2,504
Investment holdings
Wisdom Toprich Technology
Limited
2009.11.20 Suite 15, 1st Floor Oliaji Trade
Centre, Francis, Rachel
Street,Victoria, Mahe, Seychelles
USD
2,504
Investment holdings
Great Power Microelectronics
Corp.
2010.07.26 Room 419, Buildings A, B, C, Zone
B, Yuanfen Industrial Zone, Gaofeng
Community,Dalang Street,Longhua
USD
2,750
Technical development of
electronic products and import,
export and wholesale of related

190

Company name Date of founding Address Paid-in capital Main business or production items
District, Shenzhen products
Golden Champion Digital
Power Corporation
2023.12.26 21st Floor, No. 96, Section 1, Xintai
5th Road, Xizhi District, New Taipei
City
NTD
1,000
Electronic component
manufacturing and product design
industry
PANSTAR
SEMICONDUCTOR CO., LTD.
2022.09.27 21st Floor, No. 96, Section 1, Xintai
5th Road, Xizhi District, New Taipei
City
NTD
20,000
IC Design Industry

191

  1. Where there is considered to be a controlled and subordinate relation, the information of the same shareholders:
Units: NT$ thousands; Share: % Units: NT$ thousands; Share: % Units: NT$ thousands; Share: %
Presumed
cause
Company
(or Name)
Shares Held Date of
founding
Address Paid-up
capital
Registered
capital
Main
business or
production
items
Number
of shares
Shareholding
ratio
Not
applicable
  1. Industries covered by the operation of the overall affiliated enterprise
Segment Related enterprise name Relationship with other related
companies operatingbusiness
Investment JOYSTAR INTERNATIONAL CO.,
LTD.
Invested in DYNAMIC TECH
GROUP LIMITED
PAN-JIT ASIA INTERNATIONAL
INC.
Invested in PAN JIT AMERICAS,
INC.; Pan Jit Electronics (Wuxi) Co.,
Ltd.; CONTINENTAL LIMITED;
PANJIT EUROPE GMBH; PANJIT
KOREA Co., LTD.; Aide Energy
(Cayman) Holding Co., LTD.;
DYNAMIC TECH GROUP
LIMITED
CONTINENTAL LIMITED Invested Suzhou Grande Electronics
Co., LTD. and Pan Jit Electronics
(Wuxi)Co.,Ltd.
DYNAMIC TECH GROUP LIMITED Invested Shenzhen Weiquan
Electronics Co.,Ltd
Aide Energy (Cayman)Holding Co.,
LTD.
Invested in Jiangsu Aide Solar
Technology Co., LTD.; sales of solar
energy products
AIDE EnergyEurope Coöperatie U.A. Invested AIDE EnergyEurope B.V.
AIDE ENERGY EUROPE B.V. Invested in EC SOLAR C1 SRL and
trading
Wisdom Mega Corp. Investment holdings
Wisdom Bright Inc. Invested in Wisdom Toprich
TechnologyLimited
Wisdom Toprich Technology Limited Invested in Great Power
Microelectronics Corp.(Great Power)
Manufacturing
industry
Pynmax Technology Co., Ltd. Electronic component manufacturing
and international trade
Pan Jit Electronics (Wuxi) Co., Ltd. Rectifier processing and
manufacutring
Panjit Electronics (Shandong) Co., Ltd. Manufacturing of semiconductor
wafers for automobiles andprotection

192

Segment Related enterprise name Relationship with other related
companies operatingbusiness
of discrete devices, integrated circuit
chips andpackaging products
Shenzhen Weiquan Electronics Co.,Ltd New types of electronic components,
semiconductor rectifiers
Aide Solar Technology Co., Ltd. Development, manufacturing and
sales of solar energy products and
self-acting import agents of various
commodities and technologies
Pan Jit Semiconductor (Xuzhou) Co.,
Ltd.
Sales of new types of electronic
components,semiconductor rectifiers
Champion Microelectronic Corp. Electronic component manufacturing
and international trade
Golden Champion Digital Power
Corporation
Electronic component manufacturing
andproduct design industry
Merchandising PAN JIT AMERICAS,INC. Electronics trade
PANJIT JAPAN Co.,Ltd. Electronics trade
Suzhou Grande Electronics Co., LTD. Chip diodes, triodes, other new types
of electronic semiconductor
components and related products, as
well as providing technology and
after-sales service
Pan Jit Electronics (Beijing) Co., Ltd Sales of new types of electronic
components,semiconductor rectifiers
Panjit Electronics (Qufu) Co., Ltd Sales of new types of electronic
components,semiconductor rectifiers
PAN-JIT INTERNATIONAL (H.K.)
LTD.
Electronics trade
PAN JIT EUROPE GMBH Electronics trade
PANJIT KOREA Co.,LTD. Electronics trade
Great Power Microelectronics Corp. Technical development of electronic
products and import, export and
wholesale of relatedproducts
Electrisity
supply
EC SOLAR C1 SRL Electricity sales from solar power
plants
IC Design
Industry
PANSTAR SEMICONDUCTOR CO.,
LTD.
IC Design Industry

193

5. Information on directors, supervisors, and presidents of affiliates

Unit: thousand shares

Unit: thousand shares Unit: thousand shares
Company name Title Name or representative Shares Held
Number of
shares
Shareholdi
ngratio
Pynmax Technology Co.,
Ltd.
Chairman
Director
Director
Director
Director
Supervisor
Supervisor
President
PANJIT INTERNATIONAL INC.
Representative: Fang, Ming-Ching
PANJIT INTERNATIONAL INC.
Representative: Fang, Ming-Tsung
PANJIT INTERNATIONAL INC.
Representative: LI, XUE-HAN
Eddy Fang
FANG, SHU-JUAN
Hsieh, Pai-Cheng
Shen, Ying-Hsiu
Fang,Ming-Ching
84,493
84, 493
84, 493
0
135
0
8
0
94.64
94.64
94.64
0.00
0.15
0.00
0.01
0.00
JOYSTAR
INTERNATIONAL CO.,
LTD.
Director Pynmax Technology Co., Ltd.
Representative: Fang, Ming-Ching
21,522 100.00
PAN-JIT ASIA
INTERNATIONAL INC.
Director PANJIT INTERNATIONAL INC.
Representative: Fang, Ming-Ching
224,724 100.00
PAN JIT AMERICAS,
INC.
Director
Director
Director
Director
President
PAN-JIT ASIA INTERNATIONAL
INC.
Representative: Fang, Ming-Ching
PAN-JIT ASIA INTERNATIONAL
INC.
Representative: Fang, Ming-Tsung
PAN-JIT ASIA INTERNATIONAL
INC.
Representative: Fang, Yen-Chiou
PAN-JIT ASIA INTERNATIONAL
INC.
Representative: Eddy Fang
Mike Coates
2,431
2,431
2,431
2,431
0
95.86
95.86
95.86
95.86
0.00
Pan Jit Electronics (Wuxi)
Co., Ltd.
Chairman
Director
Director
Supervisor
PAN-JIT ASIA INTERNATIONAL
INC.
Representative: Fang, Ming-Ching
PAN-JIT ASIA INTERNATIONAL
INC.
Representative: Fang, Ming-Tsung
PAN-JIT ASIA INTERNATIONAL
INC.
Representative: Zhuang, Guo-Chen
PAN-JIT ASIA INTERNATIONAL
INC.
Note 1 78.54
78.54
78.54
78.54

194

Company name Title Name or representative Shares Held Shares Held
Number of
shares
Shareholdi
ngratio
President Representative: Hsieh, Pai-Cheng
Fang, Ming-Ching
0.00
Pan Jit Electronics
(Beijing) Co., Ltd
Chairman
Director
Director
Supervisor
Tian, Li
Pan Jit Electronics (Wuxi) Co., Ltd.
Representative: Fang, Ming-Tsung
Pan Jit Electronics (Wuxi) Co., Ltd.
Representative: Fang, Ming-Ching
Pan Jit Electronics (Wuxi) Co., Ltd.
Representative: Hsieh, Pai-Cheng
Note 1 0.00
100.00
100.00
100.00
Panjit Electronics
(Shandong) Co., Ltd.
Chairman
Director
Director
Supervisor
Supervisor
President
Pan Jit Electronics (Wuxi) Co., Ltd.
Representative: Fang, Ming-Ching
Zibo Micro Commercial
Components Corp.
Representative: Li, An
Pan Jit Electronics (Wuxi) Co., Ltd.
Representative: Fang, Ting-Yu
Pan Jit Electronics (Wuxi) Co., Ltd.
Representative: Hsieh, Pai-Cheng
Zibo Micro Commercial
Components Corp.
Representative: Zhang, Qun
Li,An
Note 1 70.28
29.72
70.28
70.28
29.72
0.00
Panjit Electronics (Qufu)
Co.,Ltd
Executive
Director
Supervisor
President
Pan Jit Electronics (Wuxi) Co., Ltd.
Representative: Chen, Meng-Shun
Pan Jit Electronics (Wuxi) Co., Ltd.
Representative: Hsieh, Pai-Cheng
Chen,Meng-Shun
Note 1 100.00
100.00
0.00
PAN-JIT
INTERNATIONAL (H.K.)
LTD.

Chairman
President
PANJIT INTERNATIONAL INC.
Representative: Fang, Ming-Ching
Fang,Ming-Ching
9,711
0
100.00
0.00
Suzhou Grande
Electronics Co., LTD.
Chairman
Director
Director
Supervisor
President
CONTINENTAL LIMITED
Representative: Chen, Meng-Shun
CONTINENTAL LIMITED
Representative: Fang, Ming-Tsung
CONTINENTAL LIMITED
Representative: Fang, Ming-Ching
CONTINENTAL LIMITED
Representative: Hsieh, Pai-Cheng
Chen,Meng-Shun
Note 1 100.00
100.00
100.00
100.00
0.00
CONTINENTAL
LIMITED
Director PAN-JIT ASIA INTERNATIONAL
INC.
Representative: Fang,Ming-Ching
17,360 100.00

195

Company name Title Name or representative Shares Held Shares Held
Number of
shares
Shareholdi
ngratio
PAN JIT EUROPE GMBH Chairman
President
PAN-JIT ASIA INTERNATIONAL
INC.
Representative: Fang, Ming-Ching
Li,Jia-Hui
Note 1 100.00
0.00
PANJIT KOREA Co., LTD Master
trustee
Supervisor
President
KIM YONG TAE
LEE CHUN YEON
KIM YONG TAE
0
0
0
0.00
0.00
0.00
DYNAMIC TECH
GROUP LIMITED
Director PAN-JIT ASIA INTERNATIONAL
INC.
Representative: Fang,Ming-Ching
1,126 52.22
Shenzhen Weiquan
Electronics Co.,Ltd
Chairman
Vice
Chairman
Director
President
DYNAMIC TECH GROUP
LIMITED
Representative: Zhong, Yun-Hui
DYNAMIC TECH GROUP
LIMITED
Representative: Fang, Ming-Tsung
DYNAMIC TECH GROUP
LIMITED
Representative: Zhuang, Guo-Chen
Fang,Ming-Ching
Note 1 100.00
100.00
100.00
0.00
Pan Jit Semiconductor
(Xuzhou) Co., Ltd.
Chairman
Director
Director
Supervisor
President
Pan Jit Electronics (Wuxi) Co., Ltd.
Representative: Fang, Ming-Ching
Pan Jit Electronics (Wuxi) Co., Ltd.
Representative: Fang, Ming-Tsung
Pan Jit Electronics (Wuxi) Co., Ltd.
Representative Zhong, Yun-Hui
Pan Jit Electronics (Wuxi) Co., Ltd.
Representative Shao, Yong-Hong
Chen,Tso- Ming



Note 1
100.00
100.00
100.00
100.00
0.00
PANJIT JAPAN Co., Ltd. Chairman
Representative
Director
Director
President

Fang, Ming-Tsung
Lin, Kang-Hong
Tomohiro Yamadera
Lin,Kang-Hong
0
1.980
0.990
1.980
0.00
20.00
10.00
20.00
Aide Energy (CAYMAN)
Holding Co., Ltd
Chairman
Director
PAN-JIT ASIA INTERNATIONAL
INC.
Representative: Fang, Ming-Tsung
PAN-JIT ASIA INTERNATIONAL
INC.
Representative: Hsieh,Pai-Cheng
246,249
246,249
94.43
94.43

196

Company name Title Name or representative Shares Held Shares Held
Number of
shares
Shareholdi
ngratio
President Fang,Ming-Tsung 895 0.34
AIDE Energy Europe
Coöperatie U.A.
partners PANJIT INTERNATIONAL INC.
Representative: Fang,Ming-Tsung
Note 2 100.00
AIDE ENERGY EUROPE
B.V.
Directors
Executive
Director
PANJIT INTERNATIONAL INC.
Representative: Fang, Ming-Tsung
Eddy Fang
0
0
0.00
0.00
EC SOLAR C1 SRL Chairman
Executive
Director
AIDE ENERGY EUROPE B.V.
Representative: Fang, Ming-Tsung
EddyFang
Note 1 100.00
0.00
Aide Solar Technology
Co., Ltd.
Executive
Director
Supervisor
President
Aide Energy (CAYMAN) Holding
Co., Ltd
Representative: Li, Jin-Jie
Aide Energy (CAYMAN) Holding
Co., Ltd
Representative: Zhang, Zhong-Bin
Li,Jin-Jie
Note 1 100.00
100.00
0.00
Champion Microelectronic
Corp.
Chairman
Vice
Chairman
Director
Director
Independent
director
Independent
director
Independent
director
President
PANJIT INTERNATIONAL INC.
Representative: Fang, Ming-Tsung
Sonix Technology Co., Ltd.
Representative: Cai, Gao-Zhong
PANJIT INTERNATIONAL INC.
Representative: Chen, Tso- Ming
Lin, Pao-Wei
Zhan, Wen-Xiong
Fu, Hsin-Pin
Chang, Tao-Lin
Lin,Pao-Wei
23,996
4,071
23,996
921
0
0
0
921








30.00
5.09
30.00
1.15
0
0
0
1.15
Wisdom Mega Corp. Director Champion Microelectronic Corp.
Representative: Fang, Ming-Tsung
4,000
100.00
Wisdom Bright Inc. Director Champion Microelectronic Corp.
Representative: Fang,Ming-Tsung
2,504
100.00
Wisdom Toprich Technology
Limited

Director
Wisdom Bright Inc.
Representative: Fang,Ming-Tsung
2,504
100.00
Great Power
Microelectronics Corp.
Chairman
Director
Director
Wisdom Toprich Technology Limited
Representative: Cai, Gao-Zhong
Wisdom Toprich Technology Limited
Representative: Fang, Ming-Tsung
Wisdom Toprich TechnologyLimited
Note 1 100.00
100.00
100.00

197

Company name Title Name or representative Shares Held Shares Held
Number of
shares
Shareholdi
ngratio
Supervisor
President
Representative: Chen, Tso- Ming
Wisdom Toprich Technology Limited
Representative: Zhang, Li-Ru
Lin,Pao-Wei
100.00
0
Golden Champion Digital
Power Corporation
Chairman Champion Microelectronic Corp.
Representative: Fang, Ming-Tsung
1,000
100.00
PANSTAR
SEMICONDUCTOR CO.,
LTD.
Chairman
Director
Director
Supervisor
PANJIT INTERNATIONAL INC.
Representative: Zhuang, Guo-Chen
PANJIT INTERNATIONAL INC.
Representative: Chen, Tso- Ming
Li, Jin-Jie
Hsieh,Pai-Cheng
1,000
1,000
500
0




50.00
50.00
25.00
0.00

(Note 1): It is a limited company, so there is no number of shares.

(Note 2): It is a merged company, so there is no number of shares.

198

6. Financial status and operating results of each affiliated enterprise:

Units: NT$ thousands

Company name Capital
amount
Total assets Total
liabilities
Net worth Operating
revenue
Operating
profit
Net income
(After tax)
EPS (NT$)
(After tax)
Pynmax Technology Co., Ltd. 892,800 2,174,472 661,448 1,513,024 765,868 (59,561) 7,097 0.08
JOYSTAR INTERNATIONAL CO., LTD. 660,835 638,151 83 638,068 0 (920) 37,370 1.74
PAN-JIT ASIA INTERNATIONAL INC. 6,900,160 7,484,932 117,101 7,367,831 0 (2,160) 399,346 1.78
PAN JIT AMERICAS, INC. 584,930 287,644 27,261 260,383 267,460 (26,872) 41,357 16.30
Pan Jit Electronics (Wuxi) Co., Ltd. 922,312 5,926,408 2,461,278 3,465,130 6,232,271 298,032 157,228 (Note 1)
Pan Jit Electronics (Beijing) Co., Ltd 4,327 5,392 316 5,076 4,816 630 (215) (Note 1)
Panjit Electronics (Shandong) Co., Ltd. 331,967 414,643 57,706 356,937 176,522 20,742 25,906 (Note 1)
Panjit Electronics (Qufu) Co., Ltd 2,164 1,525 0 1,525 1,997 474 468 (Note 1)
PAN-JIT INTERNATIONAL (H.K.) LTD.
38,155
139,316 31,137 108,179 217,406 12,458 26,553 2.73
Suzhou Grande Electronics Co., LTD. 403,144 818,511 40,232 778,279 93,710 (12,913) (10,073) (Note 1)
CONTINENTAL LIMITED 605,698 1,867,020 9,618 1,857,402 0 (17,012) 12,152 0.70
PAN JIT EUROPE GMBH 23,786 87,391 9,966 77,425 54,295 17,110 11,429 (Note 1)
PANJIT KOREA Co., LTD. 10,755 77,435 3,181 74,254 57,578 15,337 13,102 145.57
DYNAMIC TECH GROUP LIMITED 66,190 17,156 0 17,156 0 (705) (812) (0.38)
Shenzhen Weiquan Electronics Co., Ltd 65,695 14,823 707 14,116 52 (253) (255) (Note 1)
Pan Jit Semiconductor (Xuzhou) Co., Ltd. 1,093,174 1,229,770 441,801 787,969 230,764 (145,307) (150,890) (Note 1)
Aide Energy (Cayman) Holding Co.,
LTD.
2,556,591 1,130,198 1,823,883 (693,685) 0 (19,794) 47,292 0.18
Aide Solar Energy (HK) Holding Limited
(liquidation and cancellation completed in
September 2023)
0 0 0 0 0 0 0 0
AIDE Energy Europe Coöperatie U.A. 632,878 809,915 0 809,915 0 (21) 49,992 (Note 1)
AIDE ENERGY EUROPE B.V. 632,708 830,655 20,750 809,905 0 (530) 50,012 2.6859.50

199

Company name Capital
amount
Total assets Total
liabilities
Net worth Operating
revenue
Operating
profit
Net income
(After tax)
EPS (NT$)
(After tax)
EC SOLAR C1 SRL 3,398 1,218,079 508,224 709,855 200,611 71,261 53,807 (Note 1)
Aide Solar Technology Co., Ltd. 237,493 165,750 1,980,645 (1,814,895) 1,970 (4,442) 9,741 (Note 1)
PANJIT JAPAN Co., Ltd. 21,503 18,701 150 18,551 0 (2,943) (2,943) (297.24)
Champion Microelectronic Corp. 799,866 1,873,661 216,431 1,657,230 1,071,494 284,198 249,410 3.12
Wisdom Mega Corp. 122,820 123,130 0 123,130 0 0 0 0
Champion Microelectronic Corp.
(liquidated and canceled on August,2023)
0 0 0 0 0 0 4,105 0.91
Wisdom Bright Inc. 76,875 77,457 0 77,457 0 0 (8,286) (3.31)
Wisdom Toprich Technology Limited 76,875 77,457 0 77,457 0 0 (8,286) (3.31)
Great Power Microelectronics Corp. 84,439 77,717 260 77,457 2,396 (4,635) (8,286) (Note 1)
Golden Champion Digital Power
Corporation
1,000 1,000 0 1,000 0 0 0 0
PANSTAR SEMICONDUCTOR CO.,
LTD.
20,000 13,789 3,051 10,738 0 0 0 0

Note: LIFETECH ENERGY INC held its third shareholders' meeting in November 2022 to recognize the liquidation statement and has applied for cancellation of registration and received a letter from Ciaotou District Court on May 23, 2023 and the liquidation process was fully completed.

(Note 1) It is a limited company and therefore there is no share number. (Note 2) It is a merged company and therefore there is no share number.

200

(II) Consolidated Financial Statements of Related Companies

For 2023 (from January 01 to December 31, 2023), the Company's entities that are required to be included in the consolidated financial statements of associates under the "Criteria Governing Preparation of Consolidated Business Report of associates, Consolidated Financial Statements of associates, and Affiliation Reports" are the same as those required to be included in the parent-subsidiary consolidated financial statements under the International Financial Reporting Standards 10. Moreover, the related information required to be disclosed for the consolidated financial statements of associates has been fully disclosed in the aforementioned parent-subsidiary consolidated financial statements. Consequently, a separate set of consolidated financial statements of associates is not prepared.

(III) Relationship Report: None

  • II. Where the Company has carried out a private placement of securities during the most recent year or during the current year up to the date of publication of the annual report, disclose the date on which the placement was approved by the board of directors or by a shareholders meeting, the amount thus approved, the basis for and reasonableness of the pricing, the manner in which the specified persons were selected, the reasons why the private placement method was necessary, the targets of the private placement, their qualifications, subscription amounts, subscription price, relationship with the Company, participation in the operations of the Company, actual subscription (or conversion) price, the difference between the actual subscription (or conversion) price and the reference price, the effect of the private placement on shareholders' equity, and, for the period from receipt of payment in full to the completion of the related capital allocation plan, the status of use of the capital raised through the private placement of securities, the implementation progress of the plan, and the realization of the benefits of the plan.

The Company did not issue private placement of securities during the most recent year or the current year up to the date of publication of the annual report.

III. Holding or Disposal of Shares in the Company by the Company's Subsidiaries during the Most Recent Year or the Current Year up to the Date of Publication of the Annual Report

None.

201

IV. Other Supplementary Information

None.

  • X. Situations Listed in Article 36, Paragraph 3, Subparagraph 2 of the Securities and Exchange Act Which Might Materially Affect Shareholders' Equity or the Price of the Company's Securities Occurring during the Most Recent l Year or the Current Year up to the Date of Publication of the Annual Report

None.

202

Appendix I

Audit Committee's Review Report

The Board of Directors has prepared the Company's 2023 Business Report, Parent Company Only Financial Statements, Consolidated Financial Statements, and proposal for allocation of earnings. The CPA firm of Ernst & Young Taiwan was retained to audit the Parent Company Only Financial Statements and Consolidated Financial Statements and has issued an audit report relating to the Financial Statements.

The Business Report, Parent Company Only Financial Statements, Consolidated Financial Statements, and proposal for allocation of earnings have been reviewed and determined to be correct and accurate by the Audit Committee members. According to relevant requirements of Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, we hereby submit this report.

Please approve.

Yours sincerely

FY 2024 Annual General Meeting of PANJIT INTERNATIONAL INC.

PANJIT INTERNATIONAL INC.

Audit Committee convener: Chen, Yi- Chen

March 8, 2024

Appendix II

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:

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

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

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

  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability 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.

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

  6. Obtain sufficient 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).

~14~

  • (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.

~27~

  • (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.

~34~

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.

~38~

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$)
Weighted average number of ordinary shares
outstanding for basic earnings per share (in
thousand)
Effect of dilution
Employee compensationstock (in thousands)
Weighted average number of ordinary shares
outstanding after dilution (in thousand)
Diluted earnings per share (NT$)
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".

  1. The subsidiaries are coded consecutively beginning from "1" in the order presented in the table above.

  2. (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.

  3. (Note 3): The nature of the fund loan should be listed as a business transaction or a short-run financing need.

  4. (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.

  5. (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.

  6. (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.

  7. (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

Appendix III

PANJIT INTERNATIONAL INC.

PARENT COMPANY ONLY 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 Tel: 886-7-621-3121

The reader is advised that parent company only 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 language financial statements shall prevail.

~1~

Independent Auditor’s Report

To: PANJIT INTERNATIONAL INC.

Opinion

We have audited the parent company only Balance Sheets of PANJIT INTERNATIONAL INC. (the “Company”) as of December 31, 2023 and 2022, the parent company only Statements of Comprehensive Income, parent company only Statements of Changes in Equity, parent company only Statements of Cash Flows, and notes to parent company only financial statements (including summary of significant accounting policies) for the annual period from January 1 to December 31, 2023, and 2022.

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 parent company only financial statements referred to above present fairly, in all material respects, the parent company only financial position of the Company as of 31 December 2023 and 2022, and their parent company only 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.

Basis for opinion

We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Parent Company Only Financial Statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China (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 parent company only financial statements. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

~2~

Revenue recognition

The operating revenues of the Company amounted to NT$7,889,882 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; testing general journal entry, performing cutoff procedures, 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 parent company only financial statements.

Evaluation of Inventories

As of December 31, 2023, the Company’s net inventories amounted to NT$1,656,195 thousand, constituting 7% of 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 parent company only 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 parent company only financial statements.

~3~

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 6% and 6% of 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 12% and 4% of 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 4% of 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 Parent Company Only Financial Statements

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

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

Those charged with governance, including audit committee, are responsible for overseeing the financial reporting process of the Company.

Auditor’s Responsibilities for the Audit of the Parent Company Only Financial Statements

Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or errors, 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 parent company only financial statements.

~4~

As part of an audit in accordance with Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:

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

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

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

  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability to continue as a going concern of the Company. 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 parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

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

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

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

~5~

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.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of 2023 the parent company only 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.

Ernst & Young Taiwan

March 8, 2024

Notice to Readers

The accompanying parent company only financial statements are intended only to present the parent company only 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 parent company only financial statements are those generally accepted and applied in the Republic of China.

Accordingly, the accompanying parent company only 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 the Republic of China, and their applications in practice. As the financial statements are the responsibility of the management, Ernst & Young cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

~6~

English Translation of Parent Company Only Financial Statements Originally Issued in Chinese PANJIT INTERNATIONAL INC. Parent Company Only Balance Sheet December 31, 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 asset
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 receivable, net
Other receivable - related parties, net
Inventories, net
Other current assets
Total current assets
Non-current assets
Financial assets at fair value through other comprehensive income - non-current
Investments accounted for using the equity method
Property, Plant, and Equipment
Right-of-use assets
Intangible assets
Deferred income tax asset
Prepayment for equipments
Other non-current assets
Total non-current assets
Total assets
6(1)
6(2)
6(4).(15)
6(5).(15)
6(5).(15),7
7
6(6)
8
6(3)
6(7)
6(8),7
6(16)
6(9)
6(20)
$692,338
114,429
23,349
1,694,588
442,007
107,068
155,119
1,656,195
154,654
5,039,747
119,906
13,160,968
5,216,594
3,381
70,464
239,581
16,447
473,220
19,300,561
$24,340,308
3
-
-
7
2
-
1
7
1
21
-
54
21
-
1
1
0
2
79
100
$1,112,018
14,937
25,525
1,649,116
322,846
110,694
827,627
2,042,902
180,332
6,285,997
153,843
12,655,585
4,744,750
7,170
82,278
217,014
282,062
628,739
18,771,441
$25,057,438
4
-
-
7
1
1
3
8
1
25
1
51
19
-
-
1
1
2
75
100
Liabilities and Equity Notes December 31, 2023 December 31, 2022
Amount % Amount %
Current Liabilities
Short-term borrowings
Contractual liabilities - current
Trade payable
Trade payable-related parties
Other payables
Current tax liabilities
Lease liabilities - current
Long-term borrowings, current portion
Other current liabilities
Total current liabilities
Non-current Liabilities
Long-term borrowings
Deferred tax liabilities
Lease liabilities - non-current
Defined benefit liabilities-non-current
Other non-current liabilities - others
Total non-current liabilities
Total liabilities
Equity
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
Total liabilities and equity
6(10)
6(14)
7
7
6(16)
6(11)
6(11)
6(20)
6(16)
6(12)
6(13)
6(13)
6(13)
6(13)
$2,334,436
575
554,405
548,690
837,582
203,185
2,759
507,000
42,336
5,030,968
5,910,761
72,475
666
61,071
15,769
6,060,742
11,091,710
3,821,149
6,007,138
729,336
717,237
2,579,987
4,026,560
(606,249)
-
13,248,598
$24,340,308
10
-
2
2
3
1
-
2
-
20
24
-
-
-
-
24
44
16
25
3
3
11
17
(2)
-
56
100
$2,455,192
365
672,133
273,253
1,160,401
214,183
3,882
478,875
13,428
5,271,712
6,004,583
74,421
3,213
61,507
26,425
6,170,149
11,441,861
3,828,149
6,016,861
505,733
717,237
3,116,721
4,339,691
(552,617)
(16,507)
13,615,577
$25,057,438
10
-
3
1
5
1
-
2
-
22
24
-
-
-
-
24
46
15
24
2
3
12
17
(2)
-
54
100

(The accompanying notes are an integral part of the parent company only financial statements.)

~ 7 ~

English Translation of Parent Company Only Financial Statements Originally Issued in Chinese

PANJIT INTERNATIONAL INC.

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME

For the years ended 31 December, 2023 and 2022

(Expressed in Thousand of New Taiwan Dollars, Except for Earnings per Share)

Items Notes 2023 2022
Amount % Amount %
Operating revenue
Operating cost
Gross profit
Unrealized profit (loss) from sales
Realized profit (loss) on from sales
Gross profit-net
Operating expense
Selling expenses
Administrative expenses
Research and development expenses
Expected credit (losses) gains
Total Operating Expense
Operating profit
Non-operating income and expenses
Interest income
Other income
Other gains or losses
Financial costs
Share of profit or loss of subsidiaries and associates under equity method
Subtotal
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 or 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
Total other comprehensive income (loss), net of tax
Total comprehensive income
Earnings per share (NT$)
Basic earnings per share:
Diluted earnings per share
6(14),7
6(17),7
6(15).(17) ,7
6(18)
6(7)
6(20)
6(19)
6(21)
$7,889,882
(6,164,778)
1,725,104
(41,671)
36,583
1,720,016
(503,046)
(447,030)
(461,059)
(2,707)
(1,413,842)
306,174
18,483
76,308
(11,374)
(162,435)
667,824
588,806
894,980
(74,198)
820,782
820,782
(4,243)
8,854
529
(54,177)
7,839
(41,198)
$779,584
$2.15
$2.14
100
(78)
22
-
-
22
(6)
(6)
(6)
-
(18)
4
-
1
-
(2)
8
7
11
(1)
10
10
-
-
-
(1)
-
(1)
9
$8,855,785
(6,358,488)
2,497,297
(36,583)
32,465
2,493,179
(512,034)
(534,821)
(448,106)
5,988
(1,488,973)
1,004,206
14,359
32,196
106,680
(107,815)
891,458
936,878
1,941,084
(183,453)
1,757,631
1,757,631
24,435
(283,469)
(2,748)
486,892
(84,180)
140,930
$1,898,561
$4.60
$4.57
100
(72)
28
-
-
28
(6)
(6)
(5)
-
(17)
11
-
-
1
(1)
10
10
21
(2)
19
19
-
(3)
-
5
(1)
1
20

(The accompanying notes are an integral part of the parent company only financial statements.)

~ ~ 8

English Translation of Parent Company Only Financial Statements Originally Issued in Chinese PANJIT INTERNATIONAL INC.

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY

For the years ended 31 December, 2023 and 2022

(Expressed in Thousand of New Taiwan Dollars)

Items Capital Capital
surplus
Retained earnings Retained earnings Other Components of Equity Other Components of Equity Treasury
Stock
Total Equity
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
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
Increase (decrease) through changes in ownership interests in subsidiaries
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
Balance as of 31 December, 2023
Disposal of euqity instrument investments measured at fair value through other
comprehensive income
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
Balance as of 1 January, 2022
Total comprehensive income (loss)
$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
- - - - 1,778,806 402,712 (282,957) - - 1,898,561
-
-
-
(69,414)
4
-
-
-
-
-
-
-
36,787
-
420,435
-
-
-
-
-
(420,435)
-
-
-
-
-
-
(32,627)
4
-
$3,828,149 $6,016,861 $505,733 $717,237 $3,116,721 ($418,846) ($133,358) ($413) ($16,507) $13,615,577
$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)
- - - - 817,233 (46,338) 8,689 - - 779,584
(7,000)
-
-
(9,507)
447
-
-
-
-
-
-
-
-
(2)
15,983
-
-
-
-
-
(15,983)
-
-
-
16,507
-
-
-
445
-
$3,821,149 $6,007,138 $729,336 $717,237 $2,579,987 ($465,184) ($140,652) ($413) $- $13,248,598

(The accompanying notes are an integral part of the parent company only financial statements.)

~ ~ 9

English Translation of Parent Company Only Financial Statements Originally Issued in Chinese

PANJIT INTERNATIONAL INC.

PARENT COMPANY ONLY 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 flow from operating activities
Net income before tax
Adjustment items:
Revenue and expenses:
Depreciation
Amortization
Expected credit impairment losses (gains)
Net (gain) of financial assets or 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
Loss on disposal of property, plant and equipment
Reversal of impairment loss on non-financial assets
Unrealized profit from sales
Realized (profit) on from sales
Others
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 payable - related parties
Other receivables
Other receivables-related parties
Inventories
Other current assets
Net changes in liabilities related to operating activities
Contract liabilities
Trade payable
Trade payable - related parties
Other payables
Other current liabilities
Net defined benefit liabilities
Total changes in operating assets and liabilities
Cash inflow from operations
Interest received
Income tax (paid)
Net cash provided by operating activities
$894,980
374,374
35,055
2,707
(4,291)
162,435
(18,483)
(3,799)
(667,824)
(364)
-
41,670
(36,583)
173,992
58,889
(95,140)
2,176
(48,179)
(119,161)
3,626
672,508
219,964
25,680
210
(117,728)
275,437
(232,067)
28,908
(6,128)
610,106
1,563,975
18,483
(101,341)
1,481,117
$1,941,084
337,366
37,742
(5,988)
(267)
107,815
(14,359)
(3,695)
(891,458)
2,128
(5,108)
36,583
(32,465)
271,519
(160,187)
(14,670)
35,161
556,232
(115,716)
(4,762)
(820,633)
(853,816)
(14,664)
(5,617)
(146,077)
(37,471)
91,291
2,552
(13,788)
(1,341,978)
438,919
14,359
(247,085)
206,193

(Continued) (The accompanying notes are an integral part of the parent company only financial statements.)

~ ~ 10

English Translation of Parent Company Only Financial Statements Originally Issued in Chinese PANJIT INTERNATIONAL INC. PARENT COMPANY ONLY 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 investing activities:
Proceeds from disposal of financial assets at fair value through other comprehensive income
Acquisition of investments accounted for under the equity method
Decrease in prepayments for investments
Acquisition of property, plant, and equipment
Disposal of property, plant, and equipment
Increase in refundable deposits
Decrease in refundable deposits
Acquisition of intangible assets
Increase in other non-current assets
Increase in prepayments for equipments
Dividends received
Net cash (outflow) by investing activities
Cash flows from financing activities:
Decrease in short-term loans
Proceeds from long-term debt
Repayments of long-term debt
Repayments of lease liabilities
(Increase) in other non-current liabilities
Cash dividends paid
Interest paid
Net cash flows from (used in) financing activities
Net (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
15,692
(574,066)
-
(530,832)
364
-
168,954
(23,241)
(13,435)
(140,373)
707,148
(389,789)
(120,756)
17,985,782
(18,053,999)
(4,106)
(10,656)
(1,146,345)
(160,928)
(1,511,008)
(419,680)
1,112,018
$692,338
25,881
(1,778,115)
1,396,500
(560,468)
4,553
(98,152)
-
(22,893)
(42,150)
(471,536)
503,894
(1,042,486)
(476,115)
10,919,829
(8,490,171)
(5,385)
(11,053)
(1,146,345)
(104,911)
685,849
(150,444)
1,262,462
$1,112,018

(The accompanying notes are an integral part of the parent company only financial statements.)

~ 11 ~

PANJIT INTERNATIONAL INC.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS

FOR THE YEARS ENDED 31 DECEMBER 2023, and 2022

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

1. Company History

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 shares commenced trading on Taipei Exchange Market (GreTai Securities Market) on 22 December 1999, and then trading on Taiwan Stock Exchange Corporation on 17 September 2001.

2. Date and procedures of authorization of financial statements for issue

The parent company only financial statements of the Company for the years ended December 31, 2023 and 2022 were approved by the Board of Directors on March 8, 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 Company 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 Company.

  • (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 Company as at the end of the reporting period are listed below.
Items New, Revised or Amended Standards and Interpretations Effective Date
issued by IASB
1 Classification of Liabilities as Current or Non-current Liabilities –
Amendments to IAS 1
January 1, 2024
2 Lease Liabilities in a Sale and Leasebacks – Amendment to IFRS 16 January1,2024
3 Non-current Liabilities with Contracts – Amendments to IAS 1 January1,2024
4 Supplier Finance Arrangements – Amendments to IAS 7 and IFRS 7 January1,2024

~12~

  • (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.

  • (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-term 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 Company.

  • (3) Standards or interpretations issued, revised or amended, by IASB which are not endorsed by FSC, and not yet adopted by the Company 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 Company.

4. Summary statement of material accounting policies

  • (1) Statement of Compliance

The Company’s FY 2023 and FY 2022 parent company only financial statements have been prepared in accordance with “Regulations Governing the Preparation of Financial Reports by Securities Issuers”.

~14~

(2) Basis of Preparation

The Company has prepared these parent company only financial statements in accordance with the “Regulations Governing the Preparation of Financial Statements by Securities Issuers.” As stipulated in Article 21 of "Preparation Standards of Financial Statements for Securities Issuers, the current gain or loss and other comprehensive income in the Parent Company Only Financial Statements shall be the same as the allocation of other comprehensive income attributable to the parent company owners in the combined Financial Statements, and the owners' equity in the Parent Company Only Financial Statements shall be the same as the equity attributable to the parent company's owners in the combined Financial Statements. Therefore, investments in subsidiaries are expressed in Parent Company Only Financial Statements as "investments by equity method", and necessary evaluation adjustments are made.

The parent company only financial statements are prepared on the basis of historical cost, except for financial instruments measured by fair value. The unit for all amounts expressed in the parent company only financial statements are in thousands of NTD unless otherwise stated.

(3) Foreign currency transactions

The Company’s parent company only financial statements present the NT dollars as the functional currency. Foreign currency transaction is translated into functional currency according to the exchange rate of the transaction date. At the end of each reporting period, monetary items in foreign currencies are converted at the closing exchange rate of that day; Foreign currency items measured at fair value are translated according to the exchange rate on the date of fair value, and foreign currency non-currency items measured through historical cost will be translated according to the exchange rate on the original date of transaction.

Except for the following, the exchange difference arising from the delivery or conversion of monetary items is recognized as gain or loss in the current period:

  • (a)For the foreign currency borrowing in order to obtain the assets that meet the requirements, if the conversion difference incurred is regarded as an adjustment to the interest cost, it is a part of the borrowing cost and capitalized as the cost of the asset.

  • (b)Foreign currency items applicable to IFRS 9, “Financial Instruments” shall be handled in accordance with the accounting policies of financial instruments.

  • (c)For monetary items that form part of the reporting entity’s net investment in foreign operating institutions, the resulting exchange difference was originally recognized as other comprehensive income, and when the net investment is disposed of, it is reclassified from equity to gain or loss.

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.

~15~

(4) Translation of financial statements in foreign currency

Each foreign operation of the Company determines its own functional currency, and uses that functional currency to measure its financial statements. When preparing parent Company only Financial Statements, the assets and liabilities of foreign operation are converted into New Taiwan dollars at the closing exchange rate on the balance sheet date, and income and expenditure items are converted at the current average exchange rate. The conversion difference arising from the conversion is recognized as other comprehensive income, and the cumulative conversion difference that has been previously recognized in other comprehensive income and accumulated in the individual components under equity when the foreign operation is disposed of, when the disposition gain or loss are recognized, shall be reclassified from equity to gain or loss. When involving the partial disposal of the loss of control of a subsidiary that includes a foreign operation, and after a partial disposal of the equity of an associate or joint agreement including the foreign operation, if the retained equity is a financial asset that includes the foreign operation, it is also deemed to be disposal.

When disposing of a subsidiary that includes a foreign operation without losing control, the cumulative conversion difference recognized in other comprehensive income is adjusted by “investment by equity method” on a pro rata basis, and not recognized as gain or loss; Under influence or joint control, when part of the disposition includes an associate or joint agreement of a foreign operation, the accumulated exchange difference will be reclassified to gain or loss on a pro rata basis.

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.

(5) Classification Standard for Distinguishing Current and Non-current Assets and Liabilities

An asset is classified as current when:

(a) the Company expects to realize the asset, or intends to sell or consume it, in its normal operating cycle;

(b) the Company holds the asset primarily for the purpose of trading;

(c) the Company expects to realize the asset within twelve months after the reporting period; or

(d) the asset is cash or a 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 Company expects to settle the liability in normal operating cycle; (b) the Company holds the liability primarily for the purpose of trading;

~16~

  • (c) the liability is due to be settled within twelve months after the reporting period; or

  • (d) the Company does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting date. 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.

  • (6) 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.

  • (7) Financial instruments

Financial assets and financial liabilities are recognized when the Company became 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 Company accounts for regular way purchase or sales of financial assets on the trade date.

The Company 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 Company’s business model for managing the financial assets and

(b) Contractual cash flow characteristics of the financial assets

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.

~17~

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 Company applies the credit-adjusted effective interest rate to the amortized cost of the financial asset from initial recognition.

  • (b)If it is not the former, but subsequently becomes credit impaired, the effective interest rate is multiplied by the amortized cost of financial assets

Financial assets 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:

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  • (i) Purchased or originated credit-impaired financial assets. For those financial assets, the Company applies the credit-adjusted effective interest rate to the amortized cost of the financial asset from initial recognition.

  • (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 Company 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 Company 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 assets 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 Company 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.

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The Company 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

  • (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 Company 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 Company 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 Company measures the loss allowance at an amount equal to lifetime expected credit losses.

At each reporting date, the Company 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) The rights to receive cash flows from the asset have expired;

  • (b) The Company has transferred the asset and substantially all the risks and rewards of the asset have been transferred;

  • (c) The Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

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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.

D. Financial liabilities and equity

Classification between liabilities or equity

The Company 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 Company evaluates the terms of the convertible bonds issued to determine whether it contains both a liability and an equity component. Furthermore, the Company 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.

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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.

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 measured 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.

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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.

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.

(8) Derivative instrument

The Company 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.

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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.

(9) 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 Company.

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 Company 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.

(10) 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.

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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.

  • (11) 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 groups classified as held for sale are measured at the lower of their carrying amount and fair value less costs to sell.

In the parent company only 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 Company 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.

  • (12) Investments accounted for using the equity method

The Company’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 Company has significant influence. A joint venture refers to the Company that has rights to the net assets of the joint agreement (with joint control.)

Under the equity method, investment in an associate or joint venture is recognized in the balance sheet, which is the amount recognized by the Company based on cost plus the amount of the change in the net assets of the associate or joint venture after acquisition in shareholding ratio. After the carrying amount of the associate or joint venture investment and other related long-term equity is reduced to zero using the equity method, additional losses and liabilities are recognized within the scope of legal obligations, constructive obligations, or payments made on behalf of the associate. Unrealized gains and losses arising from transactions between the Company and associates or joint ventures shall be eliminated according to the proportion of its equity in the associates or joint ventures.

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When changes in the net assets of an associate or joint venture occur and not those that are recognized in profit or loss or other comprehensive income and do not affects the Company’s percentage of ownership interests in the associate, the Company 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 or joint venture on a pro-rata basis.

When the associate issues new stock, and the Company’s interest in an associate or joint venture is reduced or increased as the Company 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 or joint venture is recognized in Additional Paid in Capital and Investment in associate or joint venture. When the interest in the associate or joint venture 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 Company disposes the associate or joint venture.

The financial statements of the associate or joint venture are prepared for the same reporting period as the Company. Where necessary, adjustments are made to bring the accounting policies in line with those of the Company.

The Company 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 Company 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 Company 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.

When it loses significant influence on the associate or joint control of the joint venture, the Company measures and recognizes the retained investment portion at fair value. In the event of loss of significant influence or joint control, the difference between the carrying amount of the investment associate or joint venture and the fair value of the retained investment plus the proceeds from the disposal is recognized as gain or loss. In addition, when 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 Company continues to apply the equity method without re-evaluating the retained equity.

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(13) 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.

Depreciation is calculated on a straight-line basis over the estimated economic lives of the following assets:

Assets
Buildings
Machinery and equipment
Transportation equipment
Utilities equipment
Office equipment
Other equipment
Useful life
4 ~ 51 years
1 ~ 10 years
5 years
6 ~ 15 years
1 ~ 6 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.

(14) Leases

The Company 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 Company 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.

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For a contract that is, or contains, a lease, the Company 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 Company allocates the consideration in the contract to each lease component on the basis of the relative standalone 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 Company for that component, or a similar component, separately. If an observable stand-alone price is not readily available, the Company estimates the stand-alone price, maximising the use of observable information.

The Company as a lessee

Except for leases that meet and elect short-term leases or leases of low-value assets, the Company recognizes right-of-use asset and lease liability for all leases which the Company is the lessee of those lease contracts.

At the commencement date, the Company 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 Company 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 Company 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 Company measures the right-of-use asset at cost. The cost of the right-of-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;

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  • (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 Company measures the right-of-use asset at cost less any accumulated depreciation and any accumulated impairment losses. That is, the Company measures the right-of-use applying a cost model.

If the lease transfers ownership of the underlying asset to the Company by the end of the lease term or if the cost of the right-of-use asset reflects that the Company will exercise a purchase option, the Company depreciates the right-of-use asset from the commencement date to the end of the useful life of the underlying asset. Otherwise, the Company 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 Company applies IAS 36 “Impairment of Assets” to determine whether the right-of-use asset is impaired and to account for any impairment loss identified.

Except for those leases that the Company accounted for as short-term leases or leases of low-value assets, the Company 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 Company 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.

The Company as a lessor

At inception of a contract, the Company 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 Company 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 Company allocates the consideration in the contract applying IFRS 15.

The Company recognizes lease payments from operating leases as rental income on either a straightline 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.

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(15) 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.

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 recognized in gain or loss.

Accounting policies of the Company’s intangible assets are summarized as follows:

Useful lives

Amortization method used

Internally generated or acquired
Computer software Other intangible assets
Finite (1 ~ 5 years)

Amortized on a straight-line basis
over the estimated useful life

Acquired
Finite (5 ~ 10 years)
Amortized on a straight-line basis
over the estimated useful life
Acquired

(16) Impairment of non-financial assets

The Company 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 Company 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.

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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 Company 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.

An impairment loss of continuing operations or a reversal of such impairment loss is recognized in profit or loss.

(17) Provisions

Provisions are recognized when the Company 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 Company 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 pretax 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.

(18) Treasury shares

The Company and its subsidiaries own the shares of the Company (treasury stocks) are recognized at repurchase cost and deducted from equity. Any difference between the carrying amount and the consideration is recognized in equity.

(19) Revenue recognition

The Company’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 Company manufactures and sells products, and recognizes revenue when the promised product is delivered to the customer and the customer obtains its control (that is, the customer’s ability to control the use of the product and obtain almost all the remaining benefits of the product.) The main product is diode and rectifier and the revenue is recognized based on the consideration stated in the contract.

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The credit period of the Company’s sale of goods is from 60 to 120 days. For most of the contracts, when the Company 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 Company 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 Company has transferred the goods to customers 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 Company 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 Company 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 Company 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 Company didn’t adjust the transaction price for the time value of money.

(20) 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.

(21) 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 Company 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.

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(22) Post-employment benefits

All regular employees of the Company 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. Therefore fund assets are not included in the Company’s parent company only financial statements.

For the defined contribution plan, the Company 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.

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. Remeasurements, 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 Company 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.

(23) 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.

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 income 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.

~33~

Deferred tax liabilities are recognized for all taxable temporary differences, except:

  • a. When 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 that, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss and does not give rise to equal taxable and deductible temporary differences;

  • b. In respect of taxable temporary differences associated with investments in subsidiaries, associates and joint ventures, when 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, the carryforward of unused tax losses and unused tax credits, to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences and the carryforward of unused tax losses and unused tax credits can be utilized, except:

  • a. 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 that, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss and does not give rise to equal taxable and deductible temporary differences;

  • b. In respect of deductible temporary differences associated with investments in subsidiaries, associates and 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 Company 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.

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.

~34~

5. Significant accounting judgements, estimates and assumptions

The preparation of the Company’s parent company only 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 Company’s accounting policies, management has made the following judgements, which have the most significant effect on the amounts recognized in the parent company only financial statements:

Certain properties of the Company 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 Company 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) Impairments of non-financial assets

An impairment occurs when the carrying amount of an asset or cash-generating unit is greater than its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to dispose or value in use. The fair value minus the cost of disposal is calculated based on the price of a binding sales agreement or the market price of the asset under a normal transaction, after deducting the increase cost directly attributable to the disposal of the asset. Value in use is calculated based on the discounted cash flow model. The cash flow estimation is based on the budget for the next five years, and does not include the Company's uncommitted reorganization or future major investments needed to strengthen the asset performance of the tested cashgenerating unit. The recoverable amount is easily affected by the discount rate used in the discounted cash flow model, as well as the expected future cash inflow and growth rate used for extrapolation purposes. Please refer to Note 6 for more details.

~35~

(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 returns or allowance

The Company 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 Company 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 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.

  • (f) Trade receivables–estimation of impairment loss

The Company 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.

~36~

(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. Contents of significant accounts

(1) Cash and cash equivalents

Cash on hand
Checking, demand deposits and time deposits etc.
Total
2023.12.31
$210
692,128
$692,338
2022.12.31
$210
1,111,808
$1,112,018
  • (2)Financial assets at fair value through profit or loss - Current
Mandatorily measured at fair value through profit or loss:
Funds
Notes and bills
Derivatives not designated as hedging instruments
Forward exchange agreement and cross currency
swap contracts
Total
2023.12.31
$18,088
92,115
4,226
$114,429
2022.12.31

$14,937




$14,937

Financial assets at fair value through profit or loss were not pledged.

  • (3)Financial assets at fair value through other comprehensive income - Non-current
Equity instrument investment measured at fair value
through other comprehensive income –non-current:
Listed company stocks
Unlisted company stocks
Total
2023.12.31 2022.12.31
$100,259
19,647
$111,571

42,272
$119,906
$153,843

Financial assets at fair value through other comprehensive income were not pledged.

~37~

(4)Notes receivables

Notes receivables arising from operating activities
(Less): loss allowance
Total
2023.12.31

$23,349
(-)
$23,349
2022.12.31
$25,525
(-)
$25,525

Notes receivables of the Company were not pledged.

The Company follows the requirement of IFRS 9 to assess the impairment. Please refer to Note 6.(15) for more details on loss allowance and Note 12 for details on credit risk management.

(5)Trade receivables and Trade receivables-related parties

Trade receivables
Less:loss allowance
Subtotal
Trade receivables-related parties
Subtotal
Net amount
2023.12.31
$1,713,967
(19,379)
1,694,588
442,007
442,007
$2,136,595
2022.12.31
$1,665,788
(16,672)

1,649,116
322,846
322,846
$1,971,962

Trade receivables were not pledged.

Trade receivables are generally on 60 to 120 day terms. The total carrying amount as of 31 December 2023 and 31 December 2022 were NT$2,155,974 thousand and NT$1,988,634 thousand respectively. Please refer to Note 6.(15) 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.

(6) Inventories

Raw materials
Work in process
Finished goods
Total
2023.12.31
$943,422
65,937
646,836
$1,656,195
2022.12.31

$959,741

64,700

1,018,461

$2,042,902

~38~

The Company’s cost of inventories recognized in expenses amounted to NT$6,164,778 thousand for the years ended 31 December 2023, in operating costs, of which NT$166,743 thousand were related to the valuation loss of inventories.

The Company’s cost of inventories recognized in expenses amounted to NT$6,358,488 thousand for the years ended 31 December 2022, in operating costs, of which NT$266,784 thousand were related to the valuation loss of inventories.

  • (7) Investments accounted for using the equity method

Details of the Company’s investment by equity method is as follows:

Investees
2023.12.31 2023.12.31 2022.12.31 2022.12.31
Carry amount
$7,225,926
1,304,959
1,897,031
809,915
108,179
(Note 1)
9,276
(Note 2)
10,000
(Note 3)
228,020
1,567,662
$13,160,968
Percentage of
ownership (%)
Carry amount Percentage of
ownership (%)
Investee subsidiaries:
PAN-JIT ASIA
INTERNATIONAL INC.
Pynmax Technology Co., Ltd.
Champion Microelectronic Corp.
AIDE ENERGY EUROPE
COӦPERATIE U.A.
PAN-JIT INTERNATIONAL
(H.K.) LTD.
PANJIT JAPAN INC.
PANSTAR SEMICONDUCTOR
CO., LTD.
Investments in associates:
MILDEX OPTICAL INC.
Alltop Technology Co., Ltd.
Total

100.00%

94.64%

30.00%

100.00%
100.00%

50.00%

50.00%

21.01%

19.13%


$6,536,416

1,743,395

1,841,669

732,130







226,287

1,575,688

100.00%

94.64%

30.00%

100.00%




21.01%

19.18%
$12,655,585

(Note 1): In October 2023, the Company acquired 100.00% shares of PAN-JIT

INTERNATIONAL (H.K.) LTD. from PAN-JIT ASIA INTERNATIONAL INC.

(Note 2): The Company established Panjit Japan Inc. in Japan in March 2023, and Panjit Japan

Inc. capital increased in October 2023, and the Company's shareholding ratio was reduced from 100% to 50%.

(Note 3): The Company acquired 50% shareholding of PANSTAR SEMICONDUCTOR CO., LTD. in December 2023.

~39~

  • (a)Investee subsidiaries are expressed in Parent Company Only Financial Statements as

  • "investments by equity method", and necessary evaluation adjustments are made.

  • (b) Information on material related enterprises to the Company.

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.

The summarized financial information was as follows:

Operating revenue
Profit of continuing operations
Other comprehensive income (post-tax)
Total comprehensive income
2023.12.31 2022.12.31
$2,394,974
$689,697
($139,042)
$550,655
$2,309,878
$554,086
$32,613
$586,699

~40~

The Company’s investments in MILDEX OPTICAL INC. are not individually material. The aggregate carrying amount of the Company’s interests in MILDEX OPTICAL INC. is NT$228,020 thousand and NT$226,287 thousand as at 31 December 2023 and 2022, respectively. The aggregate financial information of the Company’s investments in associates is as follows:

Profit of continuing operations
Other comprehensive income (post-tax)
Total comprehensive income
2023.12.31 2022.12.31
$13,557
$33,842
$47,399
$5,560
$4,337
$9,897

The subsidiaries and associates had no contingent liabilities or capital commitments, and no pledges.

The share of profit or loss of subsidiaries and associates accounted for using equity method for the years ended 31 December 2023 and 2022 is as follows:

Investees
PAN-JIT ASIA INTERNATIONAL INC.
Pynmax Technology Co., Ltd.
MILDEX OPTICAL INC.
Alltop Technology Co., Ltd.
Champion Microelectronic Corp.
PAN-JIT INTERNATIONAL (H.K.) LTD.
PANJIT JAPAN INC.
PANSTAR SEMICONDUCTOR CO., LTD.
AIDE ENERGY EUROPE COӦPERATIE U.A.
Total
FY 2023
$365,467
62,490
5,560
107,503
74,293
4,302
(1,783)

49,992
$667,824
FY 2022
$555,591
225,787
13,557
81,531
12,981



1,956
$891,458

(8)Property, plant, and equipment

Owner occupied property, plant and equipment 2023.12.31

$5,216,594
2022.12.31
$4,744,750

~41~

Owner occupied property, plant and equipment

Land
Cost:
As at 1 Jan. 2023
$652,223
Additions

Disposals

Transfers

Loss on transfer

As at 31 Dec. 2023
$652,223
Depreciation and impairment:
As at 1 Jan. 2023
$-
Depreciation

Disposals

Transfers

Loss on transfer

As at 31 Dec. 2023
$-
Land Buildings
$755,901
1,183



$757,084
($179,963)
(18,584)


(5)
($198,552)
Machinery and
equipment
Utilities
equipment
Transportation
equipment
Office
equipment
Other
equipment
Construction in
progress and
equipment awaiting
examination
Total
$652,223



$5,781,144
130,899
(446,820)
289,608
$36,781
1,475


$1,200


1,109
$67,899
420
(3,208)
734
$547,136
39,522

28,735
$1,911,201
265,146

86,467
(13)
$9,753,485
438,645
(450,028)
406,653
(13)
$652,223 $5,754,831 $38,256 $2,309 $65,845 $615,393 $2,262,801 $10,148,742
($4,359,975)
(300,742)
446,820

(1,968)
($27,189)
(1,111)


(20)
($100)
(259)

(665)
($40,815)
(6,055)
3,208

($400,693)
(43,916)


(116)
$-



($5,008,735)
(370,667)
450,028
(665)
(2,109)
$- ($4,215,865) ($28,320) ($1,024) ($43,662) ($444,725) $- ($4,932,148)

~42~

Land
Cost:
As at 1 Jan. 2022
$652,223
Additions

Disposals

Transfers

As at 31 Dec. 2022
$652,223
Depreciation and impairment:
As at 1 Jan. 2022
$-
Depreciation

Disposals

Impairment losses

Transfers

As at 31 Dec. 2022
$-
Net Carrying Amount as at:
December 31, 2023
$652,223
December 31, 2022
$652,223
Land Buildings Machinery and
equipment
Utilities
equipment
Transportation
equipment
Office
equipment
Other
equipment
Construction in
progress and equipment
awaitingexamination
Total
$652,223



$755,389





512

$5,502,614

108,846

(178,825)

348,509

$27,311

1,625


7,845

$-

1,200



$50,585

10,990


6,324

$473,584

36,114

(1,515)

38,953

$1,349,814

470,857

90,530

$8,811,520

629,632

(180,340)
492,673

$652,223
$755,901
$5,781,144

$36,781

$1,200
$67,899 $547,136 $1,911,201
$9,753,485

($161,213)

(18,750)






($4,266,374)

(269,573)

172,457

5,108

(1,593)

($26,467)

(722)





$-

(100)






($36,103)

(4,712)




($363,598)

(38,297)

1,202




$-







($4,853,755)

(332,154)
173,659
5,108

(1,593)

$-

($179,963)
($4,359,975) ($27,189) ($100) ($40,815) ($400,693) $-
($5,008,735)
$558,532
$1,538,966
$9,936 $1,285 $22,183 $170,668 $2,262,801
$5,216,594

$652,223

$575,938

$1,421,169
$9,592
$1,100

$27,084

$146,443

$1,911,201

$4,744,750

The capitalized amount of the borrowing costs of property, plant, and equipment was both $0 in FY 2023 and FY 2022.

Please refer to Note 8 for the provision of guarantees through property, plant, and equipment.

~43~

(9) Intangible assets

Cost:
As at 1 Jan. 2022
Additions - separate acquisition
Disposals
As at 31 Dec. 2022
Additions - separate acquisition
Disposals
As at 31 Dec. 2023
Amortization:
As at 1 Jan. 2022
Amortization
Disposals
As at 31 Dec. 2022
Amortization
Disposal
As at 31 Dec. 2023
Net Carrying Amount as at:
31 Dec. 2023
31 Dec. 2022
Computer
software
Other intangible
assets
Total
$70,912
22,893
(14,826)
$91,293

$162,205
22,893
(14,826)
78,979
7,678
(38,074)
91,293
15,563
170,272
23,241
(38,074)
$48,583 $106,856 $155,439
$40,140
19,783
(14,826)
$24,938
17,959
$65,078
37,742
(14,826)
45,097
16,578
(38,074)
42,897
18,477
87,994
35,055
(38,074)
$23,601 $61,374 $84,975
$24,982 $45,482 $70,464
$33,882 $48,396 $82,278

Amortization expense of intangible assets under the statement of comprehensive income:

Operating costs
Operating expenses
For theyears ended 31. December For theyears ended 31. December
2023 2022
$2,553 $2,407
$32,502 $35,335

(10) Short-term borrowings

Details of the short-term borrowings are as follows:

Nature of borrowing 31 Dec. 2023 31 Dec. 2022
Unsecured bank loans
Interest rate range
$2,334,436 $2,455,192
1.60%~6.44% 1.10% ~ 5.36%

The Company’s unused short-term borrowings of credits amount to NT$10,320,542 thousand and NT$7,326,048 thousand, as at 31 December 2023 and 2022, respectively.

~44~

(11) Long-term borrowings

Details of long-term borrowings are as follows:

Lenders 31 Dec. 2023 31 Dec. 2022
Syndicated loans (A)
Project finance (B)
Project finance (C)
Project finance (D)
Project finance (E)
Unsecured bank loans
Subtotal
(Less): Unamortized cost of syndicated loan
(Less): Deferred government grants
(Less): Due within one year
Total
Interest rate range
$2,900,000
436,042
831,250
809,375
58,333
1,400,000
$3,700,000
585,541
900,000
1,050,000
78,333
200,000
6,435,000
(1,470)
(15,769)
(507,000)
6,513,874
(3,990)
(26,426)
(478,875)
$5,910,761 $6,004,583
1.40%~2.20% 1.27%~2.06%
  • (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:

  • a. The total amount of the syndicated loan is NT$4,200,000 thousand.

  • b. The total amount of the syndicated loan is NT$4,200,000 thousand.

    • i. Category 1: Medium-term loan of $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 assets/ 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.

~45~

  • (B) 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
Seven years from
the date of first
drawdown
Seven years from
the date of first
drawdown
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
  • (C) 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
  • (D) 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:

~46~

Credit line Credit Period Interest rate Repayment method
$1,000,000 Seven years from the In accordance with the two- Three-year grace period.
date of first drawdown
year time deposit interest rate

After the grace period
of Chunghwa Post Co., Ltd. expires, the principal shall
plus/minus, and the actual be paid back in monthly
interest rate shall not be equal installments.
lower than 1.4%.
$500,000 Seven years from the In accordance with the two- Three-year grace period.
date of first drawdown year time deposit interest rate
After the grace period
of Chunghwa Post Co., Ltd. expires, the principal shall
plus/minus, and the actual be paid back in monthly
interest rate shall not be equal installments.
lower than 1.4%.

(E) 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:

the amount
Taiwanese
of NT$1,000,000 thousand for the investment program for Welcome Overseas
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

(12) Post-employment benefits

Defined contribution plan

The Company adopt a defined contribution plan in accordance with the Labor Pension Act of the R.O.C. Under the Labor Pension Act, the Company will make monthly contributions of no less than 6% of the employees’ monthly wages to the employees’ individual pension accounts. The Company have made monthly contributions of 6% of each individual employee’s salaries or wages to employees’ pension accounts.

Expenses under the defined contribution plan for the years ended 31 December 2023 and 2022 were NT$39,505 thousand and NT$40,378 thousand, respectively.

~47~

Defined benefits plan

The Company adopts 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 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 will make up the difference in one appropriation before the end of March in the following year.

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 passive-aggressive 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 twoyear 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 $1,750 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 8 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
$1,448
775
$1,793
633
$2,223 $2,426

Changes in the defined benefit obligation and fair value of plan assets are as follows:


Defined benefit obligation
Plan assets at fair value
Other non-current liabilities – Defined benefit
liabilities recognized on the balance sheets
2023.12.31
$138,483
(77,412)
$61,071
2022.12.31
$132,691
(71,184)
$61,507
2022.01.01
$156,233
(67,066)
$89,167

~48~

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
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
As at 31 Dec. 2023
Defined benefit
obligation
Fair value of
plan assets
Defined benefit
liability (asset)
$156,233
1,793
1,109

($67,066)



(476)

$89,167
1,793

633
159,135

(7,019)
(4,304)

(67,542)





(4,974)

91,593

(7,019)
(4,304)
(4,974)
(11,323)
(15,121)

(4,974)

15,121
(13,789)

(16,297)


(13,789)
$132,691
1,448
1,672

($71,184)



(897)

$61,507
1,448

775
135,811

443
3,399

(72,081)





(373)

63,730

443
3,399
(373)
3,842
(1,170)

(373)

1,170
(6,128)

3,469


(6,128)
$138,483
($77,412)
$61,071

~49~

The following main assumptions are used to determine the Company's defined benefit plan:

Discount rate
Expected rate of salary increases
2023.12.31
1.18%
1.50%
2022.12.31
1.26%
1.50%

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
Increased
defined
benefit
obligation

Decreased
defined
benefit
obligations

Increased
defined
benefit
obligation
Decreased
defined
benefit
obligations
$
$6,648
$6,587
$
$2,667

$

$
$2,672

$
$6,448
$6,392

$
$3,762

$

$
$3,771

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.

(13) Equities

A. Common shares

As at December 31, 2023, and 2022, the Company’s authorized capital were NT$6,000,000 thousand, and the issued capital were NT$3,821,149 thousand and NT$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.

~50~

B. Capital surplus

Items
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
Employee stock option
Restricted stocks for employees
Share of changes in net assets of associates
accounted and joint ventures for using the
equity method
Others
Total
2023.12.31
$4,603,539
1,082,212
95,779
455
24,527
694
112,781
87,151
$6,007,138
2022.12.31
$4,611,840
1,083,418
95,779
8
24,527
694
113,444
87,151
$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 December 31, 2023, and 2022, the Company held treasury stocks of NT$0 and NT$16,507 thousand, and the number of treasury stock held by the Company were 0 thousand and 700 thousand shares, respectively.

  • D. Retained earnings and dividend policies

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

.

~51~

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.

~52~

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:

14 June 2023, are as follows:

Legal reserves
Common stock -cash dividend
(Note)
Appropriation of earnings
2023
2022
$83,321
$223,603
$458,538
$1,146,345
Dividendper share(NT$)
2023 2023 2022
$83,321
$458,538
$
$1.20
$
$3.00

(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.(17) for further details on employees’ compensation and remuneration to directors.

(14) Operating revenue

Revenue from contracts with customers
Sale of goods
FY 2023
$7,889,882
FY 2022
$8,855,785

Analysis of revenue from contracts with customers during the years ended 31 December 2023 and 2022 are as follows:

  • A. Disaggregation of revenue

The Company is a single operating segment. Sales of goods amounted to NT$7,889,882 thousand and NT$8,855,785 thousand for the years ended 31 December 2023 and 2022, respectively, which were recognized as revenue at a certain point in time.

  • B. Contract balance

Contractual liabilities - current

Sales of goods December 31,2023 December 31,2022
$575 $365

The changes in the balance of contract liabilities of the Company 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.

~53~

(15) Expected credit (losses) gains:

Operation expenseExpected credit gains (losses)
Trade receivables
For theyears ended 31 December For theyears ended 31 December
2023 2022
($2,707) $5,988

Please refer to Note 12 for more details on credit risk management.

The Company 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 Company’s loss allowance as at 31 December 2023 and 2022 are as follows:

The Company 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

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

$1,552,128
0.36%
$170,193

5%
$12,040

20%

$127

50%
$2,829

100.00%
$1,737,317
(19,379)
(5,569)
(8,510)

(2,408)

(63)

(2,829)
$1,546,559 $161,683 $9,632
$64
$ $1,717,937

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

$1,520,335
0.35%
$167,258

5%
$826

20%
$1

100%
$2,893

100.00%
$1,691,313
(16,672)
(5,250)
(8,363)

(165)

(1)

(2,893)
$1,515,085 $158,895 $661
$
$ $1,674,641

(Note 1): Notes receivable included. All notes receivable of the Company are not overdue. (Note 2): Trade receivable - related parties not included. The Company’s trade receivable - related parties are not overdue.

~54~

The movement in the provision of impairment of trade receivables during the years ended 31 Dec. 2023 and 2022 are as follows:

As at 1 Jan. 2023
Additional/(reversal) for the current period
Write off
As at 31 Dec. 2023
As at 1 Jan. 2022
Additional/(reversal) for the current period
Write off
As at 31 Dec. 2022
Trade receivables
$16,672
2,707
$19,379
$22,660
(5,988)
$16,672
  • (16) Lease

The Company as a lessee

The Company leases various properties, including real estate such as land and buildings, and transportation equipment. The lease terms range from 2 to 5 years.

The Company’s leases effect on the financial position, financial performance and cash flows are as follow:

  • A. The amounts recognized in the balance sheet are:

  • (a) Right-of-use assets

The carrying amount of right-of-use assets

Land
Buildings
Transportation equipment
Other assets
Total
2023.12.31 2022.12.31
$249
1,302
1,775
55
$995
2,723
3,230
222
$3,381 $7,170

The Company added NT$362 thousand and NT$5,656 thousand to the right-of-use assets from January 1 to December 31, 2023, and 2022, respectively.

  • (b) Lease liabilities
Current
Non-current
Total
2023.12.31 2022.12.31
$2,759
666
$3,882
3,213
$3,425 $7,095

~55~

Please refer to Note 6.(18)(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. Amount recognized in statement of comprehensive income

Depreciation charge for right-of-use assets

Land
Buildings
Transportation equipment
Other assets
Total
FY 2023
$747
1,420
1,374
166
$3,707
FY 2022
$746
3,287
1,013
166
$5,212
  • C. 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
FY 2023
$3,211
$59
$18
FY 2022
$2,278
$70
$108
  • D. Cash outflow relating to leasing activities

During the years ended 31 December 2023 and 2022, the Company’s total cash outflows for leases amounting to NT$4,106 thousand and NT$5,385 thousand, respectively.

  • E. Other information relating to leasing activities

Extension and termination options

Some of the Company’s property rental agreement contain extension and termination options. In determining the lease terms, the non-cancellable period for which the Company has the right to use an underlying asset, together with both periods covered by an option to extend the lease if the Company is reasonably certain to exercise that option and periods covered by an option to terminate the lease if the Company 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 Company. After the

~56~

commencement date, the Company 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 Company 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.

  • (17) Summary statement of employee benefits, depreciation and amortization expenses by function:
Function
Nature

For theyear ended 31 Dec. 2023

For theyear ended 31 Dec. 2023

For theyear ended 31 Dec. 2023
For theyear ended 31 Dec. 2022 For theyear ended 31 Dec. 2022 For theyear ended 31 Dec. 2022
Operating
costs
Operating
expenses
Total
amount
Operating
costs
Operating
expenses
Total
amount
Employee benefits expense
Salaries $487,052 $550,683 $1,037,735 $547,718 $655,039 $1,202,757
Labor and health insurance $64,858
$39,786
$104,644
$70,546
$37,633 $108,179
Pension $23,163
$18,565
$41,728
$25,627
$17,177 $42,804
Compensation of the directors $ $17,075 $17,075
$
$35,490 $35,490
Other employee benefits expenses
$51,299

$18,358
$69,657
$58,948
$18,507 $77,455
Depreciation $322,437
$51,937
$374,374 $292,269 $45,097 $337,366
Amortization $2,553
$32,502
$35,055
$2,407
$35,335 $37,742
  • Note: The number of employees in this year and the previous year was 1,467 and 1,559 respectively, of which the number of directors who were not concurrently employees was 7 and 5, respectively.

Companies whose stocks have been listed on the stock exchange should also disclose the following information:

  • A. The average employee benefit expense in the current year was NT$859 thousand. The average employee benefit expense in the previous year was NT$921 thousand. The average employee salary expense in the current year was NT$711 thousand. The average employee salary expense in the previous year was NT$774 thousand.

  • B. Change in average employee salary cost adjustment decreased by 8%.

  • C. The Company has set up an audit committee to replace the supervisor, so the Company’s supervisors remuneration for FY2023 and FY2022 were both NT$0.

  • D. The Company’s salary and compensation policy: (a) Directors:

  • The Company’s directors remuneration is in accordance with the Article of Association, Article 16: “The remuneration of all directors, regardless of profit or loss, may be agreed upon by the authorized board meeting according to the usual standards of the industry” and Article 19: “If the Company makes profits during the year, no more than 2% should be proposed for directors remuneration. The proposal shall be drafted and reviewed by the Re-numeration Committee in consideration of the participation in the Company’s operations, contribution value and overall company operating performance, and submitted to the Board of Directors for discussion.

~57~

(b) Managerial officers and employees:

The salary and compensation of the Company’s managerial officers and employees refer to the common level of the industry's payment level and consider the time invested by the individual, the responsibilities, degrees of achieving personal goals, performance in other positions, the Company's salary and compensation to the same position in recent years, and the Company’s overall operating conditions, etc. Also, the company’s Articles of Association, Article 19: "If the Company makes a profit during the year, no less than 6% shall be allocated for employee compensation" shall be followed. The managerial officers’ compensation must be reviewed by the remuneration committee and submitted to the Board of Directors for discussion; the employees compensation shall be submitted to the responsible supervisor for approval in accordance with the Company’s hierarchical authorization rules.

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 NT$63,400 thousand and NT$16,495 thousand. Employees’ compensation and remuneration to directors for the year ended 31 Dec. 2022 amount of NT$137,375 thousand and NT$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.

A resolution was passed at the board meeting on 8 March 2024 and 10 March 2023 to distribute dividend in cash in the amount of NT$63,400 thousand and NT$16,495 thousand for the year ended 2023, and of NT$137,375 thousand and NT$35,000 thousand for the year ended 2022 as employees compensation and remuneration to directors, 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.

~58~

(18) Non-operating income and expenditures

A. Interest income

Interest income
Financial asset measured at amortized cost
Other income
Rental income
Dividend income
Others
Total
FY 2023 FY 2022
$18,483 $14,359
FY 2022
$8,205
3,799
64,304

$8,188

3,695

20,313
$76,308
$32,196

B. Other income

C. Other gains or losses

Other gains or losses
Gains(Losses) on disposal of property, plant and equipment
Foreign exchange gains, net
Gains on financial assets / financial liabilities at fair value
through profit or loss (Note)
Impairment gains(losses)-Property, plant, and equipment
Others
Total
FY 2023 FY 2022

$364
(15,467)
4,291

(562)

($2,128)

136,789

267
5,108
(33,356)
$(11,374) $106,680

(Note) Balances were arising from financial assets and financial liabilities mandatorily measured at fair value through profit or loss.

D. Financial costs

Financial costs
Interest on borrowings from bank
Interest on lease liabilities
Total
FY 2023 FY 2022
($162,364)
(71)

($107,657)
(158)
($162,435) ($107,815)

~59~

(19) Components of other comprehensive income

For the year ended 31 December 2023

Not to be reclassified to profit or loss in
subsequent periods:
Remeasurement 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
($4,243)
8,854
(54,177)

$-



($4,243)
8,854
(54,177)

$694

(165)

7,839
($3,549)
8,689

(46,338)
($49,566)
$-
($49,566)
$8,368
($41,198)

For the year ended 31 December 2022

Not to be reclassified to profit or loss in
subsequent periods:
Remeasurement 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
$24,435
(283,469)
486,892

$-



$24,435
(283,469)
486,892

($3,260)

512

(84,180)
$21,175
(282,957)
402,712
$227,858
$-
$227,858
($86,928)
$140,930

~60~

(20) Income tax

A. Income tax expense (income) recognized in profit or loss

FY 2023
Current income tax expense:
Current income tax payables
$109,597
Adjustment of current deferred income tax of
previous years in current year
(19,254)
Deferred income tax expense (gain):
Deferred income tax (gain) related to the original
creation and reversal of temporary differences
(16,145)
Income tax expense
$74,198
B. Income tax recognized as other comprehensive income
FY 2023
Deferred income tax expense (gain):
Exchange differences on translation of foreign
financial statements
($7,839)
Re-measurement of defined benefit plan
(694)
Unrealized valuation gain or loss of equity
instrument investment at fair value through other
comprehensive income
165
Income tax related to other comprehensive income
components
($8,368)
C. The amount of income tax expenses multiplied by accounting profits by
tax rate is adjusted as follows:
FY 2023 FY 2022
$109,597
(19,254)
(16,145)
$230,108



(46,655)
$74,198 $183,453

FY 2023
FY 2022
($7,839)
(694)
165

($84,180)

(3,260)
512
($8,368) ($86,928)
the applicable
Pre-tax Net Profit from Continuing Business Units
Income tax calculated at statutory tax rate
Tax effects of tax exemption income
Income tax impact on deferred income tax assets / liabilities
Others
Total income tax expense recognized in profit or loss
FY 2023 FY 2022
$894,980 $1,941,084
$178,996
(50,725)

(66,641)
12,568

$388,217

(67,575)

(137,189)

$74,198
$183,453

~61~

D. Deferred tax assets (liabilities) relate to the following:

For the year ended 31 December 2023:

For the year ended 31 December 2023:
Temporary difference
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- non-current
Others
Gains on deferred income tax
Net deferred income tax assets / (liabilities)
Below is the information contained in the
balance sheet:
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
Ending
balance as at
31 Dec. 2023
$85,761
(3,011)
17,020
(71,014)
63,887
(396)
12,055
38,291

$32,652

5,434

(9,129)





315

(535)

(12,592)
$-



7,839

694
(165)
$118,413
2,423
7,891
(71,014)
71,726
(81)
12,214
25,534
$142,593 $16,145 $8,368 $167,106

$217,014 $239,581
($74,421) ($72,475)

~62~

For the year ended 31 December 2022:

For the year ended 31 December 2022: 2:
Beginning
balance as at
1 Jan. 2022
Temporary difference
Allowance for losses on inventory
$32,404
Unrealized exchange gains (losses)
(6,301)
Share of profit (loss) of subsidiaries
accounted for using the equity method
13,622
Changes in ownership interests of
subsidiaries for using equity method
(71,014)
Exchange differences resulting from
translating the financial statements of a
foreign operation
148,067
Depreciation difference for tax purpose
(604)
Pension cost- non-current
17,833
Impairment Losses
1,022
Others
47,837
Gains on deferred income tax
Net deferred income tax assets / (liabilities)
$182,866
Below is the information contained in the balance sheet:
Deferred tax assets
$260,785
Deferred tax liabilities
($77,919)
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
Ending
balance as at
31 Dec. 2022
$32,404
(6,301)
13,622
(71,014)
148,067
(604)
17,833
1,022
47,837

$53,357

3,290

3,398





208

(2,518)

(1,022)

(10,058)

$-





(84,180)



(3,260)


512
$85,761
(3,011)
17,020
(71,014)

63,887
(396)

12,055

38,291

$182,866
$46,655
($86,928)

$142,593

$217,014
($77,919) ($74,421)
  • E. Unrecognized deferred tax assets

As of 31 December 2023, and 2022, the Company’s unrecognized deferred income tax assets were NT$118,500 thousand and NT$8,500 thousand, respectively.

  • F. Situations of income tax declaration and verification

As of December 31, 2023, the Company’s income tax declaration was approved to FY 2019.

~63~

(21) 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
Net Income (NT$ thousands)
Weighted average number of shares of common
stock per share of earnings (thousand shares)
Basic earnings per share (NT$)
B. Diluted earnings per share
Net profit of the current period after adjusting the
dilution effect (thousand)
Weighted average number of shares of common
stock per share of earnings (thousand shares)
Dilution effect:
Employee compensation - stocks (thousand shares)
Weighted average number of ordinary shares after
adjusting the dilution effect (thousand shares)
Diluted earnings per share (NT$)
FY 2023 FY 2022
$820,782 $1,757,631
382,115 382,115
$2.15 $4.60
FY 2023 FY 2022
$820,782 $1,757,631
382,115

1,316
382,115
2,737
383,431 384,852
$2.14 $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.

~64~

7. Related party transactions

The following is a summary of transactions between the Company and related parties during the reporting periods:

Names and relationship of related parties

Name of relatedparties
PAN-JIT ASIA INTERNATIONAL INC.

PAN JIT AMERICAS, INC.

PAN-JIT INTERNATIONAL (H.K.) LTD.

PAN JIT KOREA CO., LTD.

PAN JIT EUROPE GMBH

EC SOLAR C1 SRL

SUZHOU GRANDE ELECTRONICS CO., LTD.
Max-Diode Electronics Ltd.(Shenzhen)

Pan Jit Electronics (Wuxi) Co., Ltd.

Pynmax Technology Co., Ltd.

Champion Microelectronic Corp.

MILDEX OPTICAL INC.

Zibo Micro Commercial Components Corp.

FANG, MIN-CHING and other 18 people
Relationshipwith the Company
The Company’s subsidiary
The Company’s subsidiary
The Company’s subsidiary
The Company’s subsidiary
The Company’s subsidiary
The Company’s subsidiary
The Company’s subsidiary
The Company’s subsidiary
The Company’s subsidiary
The Company’s subsidiary
The Company’s subsidiary
Other related parties
Other related parties
Deputy general manager of the Company
above the management level

(1) Sales

Pan Jit Electronics (Wuxi) Co., Ltd.
Others
Total
FY 2023
$1,160,909
274,414
$1,435,323
FY 2022
$1,255,447
329,502
$1,584,949

The selling price from the Company to related parties is negotiated by both parties with reference to market conditions; the current year's circulating funds are unsecured, interestfree and must be settled in cash. No guarantee has been received for accounts receivable from related parties.

~65~

(2) Purchase

Purchase
Pan Jit Electronics (Wuxi) Co., Ltd.
Pynmax Technology Co., Ltd.
Others
Total
FY 2023
$1,628,201
330,280
34,620
$1,993,101
FY 2022
$1,665,406
393,218
15,028
$2,073,652

The price of the Company’s purchase of goods from related parties is negotiated by both parties with reference to market conditions; the Company’s payment terms for purchases of goods from related parties are equivalent to those of ordinary manufacturers.

(3) Trade receivable - related parties

Pan Jit Electronics (Wuxi) Co., Ltd.
PAN JIT AMERICAS, INC.
Others
Total
(4) Other receivable - related parties (not loans)
PAN-JIT ASIA INTERNATIONAL INC.
Pan Jit Electronics (Wuxi) Co., Ltd.
Pynmax Technology Co., Ltd.
EC SOLAR C1 SRL
Others
Total
(5) Other receivable (loans)
EC SOLAR C1 SRL
(6) Trade payable-related parties
Pan Jit Electronics (Wuxi) Co., Ltd.
Pynmax Technology Co., Ltd.
Others
Total
2023.12.31
$417,718
10,109
14,180
$442,007
2023.12.31
$-

1,236
968
5
$2,209
2023.12.31
$152,910
2023.12.31
$416,637
122,208
9,845
$548,690
2022.12.31
$299,692
2,500
20,654
$322,846
2022.12.31
$552,780
451
715
719
1,386
$556,051
2022.12.31
$271,576
2022.12.31
$195,676
74,912
2,665
$273,253

~66~

(7) Other payables - related parties

Other payables - related parties
PAN JIT EUROPE GMBH
PAN-JIT INTERNATIONAL (H.K.) LTD.
PAN JIT AMERICAS, INC.
Pynmax Technology Co., Ltd.
Others
Total
2023.12.31
$83,677
3,938
7,175
7,823
629
$103,242
2022.12.31
$75,188
5,044
8,786
6,064
64
$95,146

(8) Disposal of property, plant, and equipment:

From January 01 to December 31, 2023: N/A

From January 01 to December 31, 2022:

Name of relatedparties
Assets Name
Salesprice
Carrying
amount
Gains
(losses)
Pan Jit Electronics
(Wuxi) Co., Ltd.
Machinery equipment
Other equipment

$3,924

286

$785

260

$3,139

26
$4,210
$1,045

$3,165

(9) Others

A. Operating expense
FY 2023 FY 2022
a. Commission expenditure
PAN JIT KOREA CO., LTD. $56,039 $50,347
PAN JIT EUROPE GMBH 54,309 60,683
Total $110,348 $111,030
b. Manage shipping warehouse costs and collection and payment items
PAN-JIT INTERNATIONAL (H.K.) LTD. $15,487 $34,341
Pynmax Technology Co., Ltd. 39,100
Total $15,487 $73,441
c. Miscellaneous expenditure, consumables, etc.
PAN JIT AMERICAS, INC. $41,433 $39,749

~67~

  • B. Capital Finance

FY 2023:

FY 2023:
EC SOLAR C1 SRL
FY 2022:
EC SOLAR C1 SRL
Maximum
Balance
Ending
balance
Rate range
Interest
income

Interest
receivable at
the end of
currentperiod
$366,555 $203,880
6.00%

$6,332

$968
Maximum
Balance
Ending
balance
Rate range
Interest
income
Interest
receivable at
the end of
currentperiod
$592,371 $327,200
3.00%

$9,022

$719
  • C. Endorsements/guarantees

Details of endorsement/guarantee provided by the Company to subsidiaries’ borrowing

are as follows:

PAN-JIT ASIA INTERNATIONAL INC. 2023.12.31

$2,456,400
2022.12.31
$2,456,800
  • (10) Key management personnel compensation of the Company
Short-term employee benefits
Post-employment benefits
Total
FY 2023
$80,141
816
$80,957
FY 2022
$107,065
712
$107,777

8. Assets pledged as security

The following table lists assets of the Company pledged as security:

Items Carrying amount
2022.12.31
$15,969
Secured liabilities details
2023.12.31
$35,612
Other current assets Financial products trade

~68~

9. Significant contingencies and unrecognized contractual commitments

As at December 31, 2023, and 2022, the Company has provided customs bonded guarantees through bank guarantees both in the amount of NT$10,000 thousand.

10. Losses due to major disasters

N/A.

11. Significant Subsequent Events

N/A.

12. Others

(1) Categories of financial instruments

Categories of financial instruments
Financial assets
Financial assets at FVTPL:
Mandatory to measure at fair value through
profit or loss
Financial assets measured at fair value through
other comprehensive income
Financial asset measured at amortized cost
Total
Financial liabilities
Financial liabilities measured at amortized cost:
Short-term borrowings
Payables
Long-term borrowings (including maturity
within one year)
Lease liabilities
Total
2023.12.31 2022.12.31
$114,429
119,906
3,414,596

$14,937

153,843

4,650,174
$3,648,931 $4,818,954
2023.12.31 2022.12.31
$2,334,436
1,940,649
6,417,761
3,425

$2,455,192

2,105,787

6,483,458

7,095
$10,696,271
$11,051,532
  • (2) Financial risk management objectives and policies

The Company’s financial risk management objectives are mainly to manage market risks, credit risks and liquidity risks related to operating activities. The Company conducts the identification, measurement and management of the aforementioned risks in accordance with the Company's policies and risk preferences.

~69~

The Company has established appropriate policies, procedures and internal controls for the aforementioned financial risk management in accordance with relevant regulations. Important financial activities must be reviewed by the Board of Directors and similar audit committee units in accordance with relevant regulations and internal control systems. During the execution of financial management activities, the Company must actually comply with the stipulated financial risk management regulations.

(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).

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 Company's exchange rate risk is mainly related to operating activities (when the currency used for revenue or expenses is different from the Company's functional currency) and the net investment of foreign operation.

The Company has certain foreign currency receivables to be denominated in the same foreign currency with certain foreign currency payables, therefore natural hedge is received. The Company 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 Company.

The sensitivity analysis of the Company's exchange rate risk mainly focuses on the major foreign currency monetary items at the end of the financial reporting period, and the impact of related foreign currency appreciation/devaluation on the Company's gain or loss and equity. The Company's exchange rate risk is mainly affected by fluctuations in the exchange rate of the USD, EUR 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 Company’s exposure to the risk of changes in market interest rates relates primarily to the Company’s debt instrument investments at variable interest rates, bank borrowings with fixed interest rates and variable interest rates.

~70~

Sensitivity analysis of interest rate risk mainly focuses on interest rate risk insurance items at the end of the financial reporting period, including floating rate investments, floating rate borrowings and interest rate swap contracts.

Equity price risk

The Company holds domestic listed and unlisted equity securities, the fair value of which will be affected by the uncertainty of the future value of these investment targets. The listed and unlisted equity securities held by the Company belong to the category measured at fair value through other comprehensive income. The Company manages the price risk of equity securities by diversifying investment and setting limits for single and overall equity securities investment. The equity securities investment portfolio information needs to be regularly provided to the Company’s senior management. The Board of Directors must review and approve all equity securities investment decisions.

The sensitivity analysis of the related risk changes is as follows:

FY 2023

FY 2023
Risk Change Sensitivity to profit
(NT$thousands)
Sensitivity to
equity
(NT$thousands)
Foreign currency


Interest rate

Equity Price
NTD/USD exchange rate+/-1%
NTD/EUR exchange rate+/-1%

NTD/JPY exchange rate+/-1 %
NTD market interest rate+/-100
basis points

Equity price+/-10%
FY 2022
-/+$12,140
-/+$ 455
-/+$ 106
-/+$80,773
+/-$11,443
$-
$-
$-
$-

$12,748
Risk Change Sensitivity to profit
(NT$thousands)
Sensitivity to
equity
(NT$thousands)
Foreign currency

Interest rate

Equity Price
NTD/USD exchange rate+/-1%
NTD/EUR exchange rate+/-1%
NTD market interest rate+/-100
basis points

Equity price+/-10%
+/-$ 7,400
-/+$ 2,372
-/+$ 78,573
+/-$ 1,494

$-


$-

$15,384

~71~

(4) Credit risk management

Credit risk refers to the risk that the counterparty cannot fulfill the obligations set out in the contract and will result in financial losses. The Company’s credit risk is due to operating activities (primarily for trade receivables and notes receivables) and from its financing activities, including bank deposits and other financial instruments.

All units of the Company follow credit risk policies, procedures and controls to manage credit risk. The credit risk assessment of all counterparties is a comprehensive consideration of such factors as the counterparty's financial status, ratings of credit rating agencies, past historical transaction experience, current economic environment, and the Company's internal rating standards. The Company also uses certain credit enhancement tools (such as advance payment and insurance, etc.) at appropriate times to reduce the credit risk of specific counterparties.

As of December 31, 2023, and 2022, the trade receivables from top ten customers present for 40% and 31% of the total trade receivables of the Company, respectively. The credit concentration risk of the remaining accounts receivable is insignificant.

The Company’s finance department manages the credit risk of bank deposits, fixed income securities, and other financial instruments in accordance with company policies. Since the Company’s trading partners are determined by internal control procedures, and are credit worthy banks and investment-grade financial institutions, corporate organizations, and government agencies, there is no significant credit risk.

(5) Liquidity risk management

The Company maintains financial flexibility through contracts such as cash and cash equivalents, high-liquidity securities and bank loans. The following table summarizes the maturity of the payments contained in the remaining contracts for non-derivative financial liabilities during the agreed repayment period of the Company. It is compiled based on the earliest possible repayment date and based on its undiscounted cash flows. The amounts listed are also including agreed interest. For interest cash flows paid at floating interest rates, the undiscounted amount of interest is derived from the yield curve 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
< 1year 2 to 3years 4 to 5years > 5years
Total
$8,850,883
$1,940,649
$3,425
$9,102,185
$2,105,787
$7,194
$2,876,348
$1,940,649
$2,759
$2,989,312
$2,105,787
$3,953
$4,361,195

$-

$666

$269,147

$-

$3,241
$1,613,340
$-

$-
$5,843,726
$-

$-

$-
$-
$-

$-
$-
$-

~72~

Derivative financial liabilities

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
< 1year 2 to 3years 4 to 5years > 5years
Total

$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) Adjustment in liabilities generated from financing activities

Reconciliation of liabilities for the year ended 31 December 2023:

As at 1 Jan. 2023
Cash flows
Non-cash changes
As at 31 Dec. 2023
Short-term
borrowings
Long-term
borrowings
Lease liabilities
Total liabilities
from financing
activities
$2,455,192
(120,756)

$6,483,458

(68,217)
2,520

$7,095

(4,106)

436

$8,945,745

(193,079)

2,956
$2,334,436
$6,417,761

$3,425

$8,755,622

Reconciliation of liabilities for the year ended 31 December 2022:

As at 1 Jan. 2022
Cash flows
Non-cash changes
As at 31 Dec. 2022
Short-term
borrowings
Long-term
borrowings
Lease liabilities

$22,748

(5,385)
(10,268)
$7,095

Total liabilities
from financing
activities
$2,931,307
(476,115)

$4,063,087

2,429,658
(9,287)

$7,017,142

1,948,158
(19,555)
$2,455,192
$6,483,458

$8,945,745

~73~

  • (7) Fair value of financial instruments

  • A. Valuation techniques and assumptions used to measure fair value

Fair value refers to the price that can be received for the sale of an asset or paid for the transfer of a liability in an orderly transaction between market participants on the measurement date. The methods and assumptions used by the Company to measure or disclose the fair value of financial assets and financial liabilities are as follows:

  • a. The carrying amounts of cash and cash equivalents, trade receivables, other current assets, payables and other current liabilities are a reasonable approximation of the fair value, which is mainly due to the short maturity period of such instruments.

  • b. The fair value of financial assets and financial liabilities that are traded in an active market with standard terms and conditions is determined by reference to market quotes (including listed stocks, beneficiary certificates, bonds and futures, etc.).

  • c. The fair value of equity instruments without active market transactions (for example, private equity stocks of listed companies, public company shares without active markets, and unpublished company shares) is estimated by the market method, and is estimated for the fair value with the price and other relevant information (such as lack of liquidity discount factors, similar company stock price-to-earning ratio, similar company stock price-to-net worth ratio and other input values) of the same or comparable company equity instruments generated by market transactions.

  • d. For investment in debt instruments without market quotations, bank borrowings, bonds payable and other non-current liabilities, the fair value is determined based on the counterparty’s quotation or evaluation technology. The evaluation technology is determined on the basis of discounted cash flow analysis. The interest rate and assumptions such as discount rate are mainly based on information related to similar tools (for example, OTC’s reference yield curve, the average quotation of the Reuters commercial paper rate, and credit risk information.)

  • e. Derivative financial instruments without active market quotations, among which are non-option derivative financial instruments, are calculated based on discounted cash flow analysis using the counterparty’s quotation or the applicable yield curve within duration; for option derivative financial instruments, use Counterparty quotations, appropriate option pricing models (such as the BlackScholes model) or other evaluation methods (such as Monte Carlo Simulation) to calculate the fair value.

~74~

  • B. Fair value of financial instruments measured at amortized cost

The carrying amount of the Company's financial assets and financial liabilities measured at amortized cost is a reasonable approximation of the fair value.

  • C. Information about the fair value level of financial instruments

For information on the fair value levels of the Company's financial instruments, please refer to Note 12(9).

  • (8) Derivative financial instruments

The related information for the Company’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 Company entered into forward currency contracts to manage its exposure to financial risk, but these contracts are not designated as hedging instruments.

Exchange rate swap contracts

The exchange rate swaps is a risky position that manages part of the transaction, but it is not designated as a hedging tool.

The Company entered into the following forward exchange contracts and exchange rate swap contracts:

As at 31 Dec. 2023:
Items
Forward currency
contract

Exchange rate swap
contract

As at 31 Dec. 2022: None.
Contract amount
(thousand)
Sell USD 2,370

Sell USD 8,800
Contract
Period
2024.01.03~
2024.01.08
2024.01.12

The aforementioned derivatives transaction counterparties are well-known banks at home and abroad, with good credit, so the credit risk is low.

For forward exchange and currency swaps contract transactions, it is mainly to avoid the risk of exchange rate and interest rate changes on net assets or net liabilities. There will be relative cash inflows or outflows at maturity, and working capital is sufficient to support, so there will be no significant cash flow risk.

~75~

  • (9) Fair value measurement hierarchy

  • A. Fair value measurement hierarchy

All assets and liabilities measured or disclosed by fair value are entered at the lowest level of importance to the overall fair value measurement, and are classified into the fair value level to which they belong. The input values for each level are as follows:

  • Level 1. The quoted price (unadjusted) of the same asset or liability available in the active market on the measurement date.

  • Level 2. The observable input value of an asset or liability directly or indirectly, except for those included in the quotation of the Level 1.

  • Level 3. The unobservable input value of an asset or liability.

For assets and liabilities recognized in Parent Company Only Financial Statements on a repetitive basis, their classification is reassessed at the end of each reporting period to determine whether there will be a transfer between the levels of the fair value hierarchy.

  • B. Hierarchical Information on Fair Value Measurement

The Company does not have non-repetitive assets measured at fair value. The fair value level information of repetitive assets and liabilities is listed below:

As at 31 December 2023:
Assets measured at fair value
Financial assets at fair value through
other comprehensive income
Fund
Notes and bills
Forward currency contracts and
exchange rate swaps contracts
Financial assets at fair value through
other comprehensive income
Stocks
As at 31 December 2022:
Assets measured at fair value
Financial assets at fair value through
other comprehensive income
Fund
Financial assets at fair value through
other comprehensive income
Stocks
Level 1 Level 2 Level 3 Total

$-
$-
$-
$100,259
Level 1
$18,088
$92,115
$4,226

$-
Level 2

$-

$-

$-
$19,647
Level 3
$18,088
$92,115
$4,226
$119,906
Total

$-
$111,571

$14,937

$-

$-
$42,272
$14,937
$153,843

~76~

Transfer between the Level 1 and Level 2 of the fair value hierarchy

During the years ended 31 December 2023 and 2022, there is no transfer between the Level 1 and Level 2 of the fair value hierarchy of assets and liabilities measured by the Company’s repetitive fair value.

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:

Beginning balances as of 1 January 2023
Total recognized gains (loss) of the current period
Recognized in other comprehensive income
(Presented under “Unrealized valuation gain or
loss on investments in equity instruments at fair
value through other comprehensive income”)
Disposal in current period
Ending balances as of 31 December 2023
Beginning balances as of 1 January 2022
Total recognized gains (loss) of the current period
Recognized in other comprehensive income
(Presented under “Unrealized valuation gain or
loss on investments in equity instruments at fair
value through other comprehensive income”)
Disposal in current period
Transfer to Level 3
Ending balances as of 31 December 2022
Measured at fair value
through other comprehensive
income
Stock
$42,272
(7,575)
(15,050)
$19,647
Measured at fair value
through other comprehensive
income
Stock
$73,458
(18,833)
(15,000)
2,647
$42,272

Information on Level 3 of the Recurring Fair Value Asset Hierarchy

For the Company's assets measured at Level 3 fair value hierarchy for repeated fair value measurement, its significant unobservable inputs used in measuring the fair value are presented in the table below:

~77~

As at 31 December 2023:

Relationship Relationship between Significant between inputs inputs and fair value Evaluation unobservable Quantitative and Sensitivity analysis value techniques input value Information fair value relationship

Measured at fair value through other comprehensive income

The Company's equity The higher the will decrease/increase by Stock Market[Lack of liquidity ][4.09%~ ] illiquidity, the NT$3,108 thousand if the approach discount 32.28% lower the fair percentage of illiquidity value estimate. increases (decreases) by 1%.

As at 31 December 2022:

Relationship Relationship between
Significant between inputs inputs and fair value
Evaluation unobservable input Quantitative and Sensitivity analysis value
techniques
value
Information
fair value
relationship

Measured at fair value through other comprehensive income

The Company's equity The higher the will decrease/increase by Stock Market[5.43%~ ] illiquidity, the NT$881 thousand if the approach[ Lack of liquidity ] discount 32.28% lower the fair percentage of illiquidity value estimate. increases (decreases) by 1%.

(10) Significant assets and liabilities denominated in foreign currencies

Information regarding the significant assets and liabilities denominated in foreign currencies is listed below:

is listed below:
Monetary unit: NT$ thousands
2023.12.31 2022.12.31
Foreign Exchange NTD Foreign Exchange
NTD
currency rate (thousand) currency rate (thousand)
Financial assets
Monetary items:
USD $63,589 30.7050 $1,952,491 $57,802
30.7100

$1,775,105
EUR $2,471 33.9800 $83,972 $3,291
32.7200

$107,689
JPY $48,606 0.2172 $10,557 $3,156
0.2324

$733
Non-monetary items:
USD $235,334 30.7050 $7,225,926 $212,843
30.7100

$6,536,416

~78~

Financial liabilities 2023.12.31 2023.12.31 2023.12.31 2022.12.31 2022.12.31 2022.12.31
Foreign
currency
Exchange
rate
NTD
(thousand)
Foreign
currency
Exchange
rate
NTD
(thousand)

$24,052
$3,812
$1,467
30.7050
33.9800
0.2172
$738,522
$129,542
$319
$33,706
$10,542
$-
30.7100
32.7200
$1,035,118
$344,946
$-
Monetary items:
USD
EUR
JPY

The above information is disclosed on the basis of the foreign currency carrying amount (which has been converted to functional currency.)

The Company’s foreign currency transactions have a wide variety of functional currencies, which cannot be difficult to disclose each currency’s significant influence. Therefore, the exchange gain or loss of each currency are consolidated and disclosed. The Company’s currency financial assets and financial liabilities conversion (loss) gain in FY 2023 and FY 2022 were (15,467) thousand and 136,789 thousand, respectively.

(11) Capital management

The most important goal of the Company’s capital management is to confirm the maintenance of sound credit ratings and good capital ratios to support corporate operations and maximize shareholders' equity. The Company manages and adjusts the capital structure according to economic conditions, and may maintain and alter the capital structure by adjusting dividend payments, returning capital or issuing new shares.

13. Additional Disclosures

  • (1) Information about Significant Transactions:

  • 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).

~79~

(2) Information on 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 of investment in Mainland China:

  • a. Information on investment in Mainland China: Please refer to Attachment 7.

  • 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 balance of negotiable instrument endorsements or guarantees or pledges of collateral at the end of the period and the purposes: 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 8.

~80~

Notes to the Parent Company Only Financial Statements of PANJIT International Inc. (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".

2. 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.

~ ~ 81

Notes to the Parent Company Only Financial Statements of PANJIT International Inc. (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.

~ ~ 82

Notes to the Parent Company Only Financial Statements of PANJIT International Inc. (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)

~ ~ 83

Notes to the Parent Company Only Financial Statements of PANJIT International Inc. (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.

~ ~ 84

Notes to the Parent Company Only Financial Statements of PANJIT International Inc. (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.

~ ~ 85

Notes to the Parent Company Only Financial Statements of PANJIT International Inc. (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.

~ ~ 86

Notes to the Parent Company Only Financial Statements of PANJIT International Inc. (continued) (Unit: NT$ thousand, unless otherwise indicated)

Name, Location, and Information about Investee Companies (Not Including Investee Companies in Mainland China)

Attachment 6

Investing companies Investee Companies
(Note 1, Note 2)
Location Main business items Currency Initial investment amount Initial investment amount Holdingat the end of theperiod Holdingat the end of theperiod 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)

~ ~ 87

Notes to the Parent Company Only Financial Statements of PANJIT International Inc. (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)

~ ~ 88

Notes to the Parent Company Only Financial Statements of PANJIT International Inc. (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.

~ ~ 89

Notes to the Parent Company Only Financial Statements of PANJIT International Inc. (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)

~ ~ 90

Notes to the Parent Company Only Financial Statements of PANJIT International Inc. (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.

~ ~ 91

Notes to the Parent Company Only Financial Statements of PANJIT International Inc. (continued)

(Unit: NT$ thousand, unless otherwise indicated) Information on Major Shareholders

Attachment 8
Unit: shares
Attachment 8
Unit: shares
Attachment 8
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

~ ~ 92

Tables of Material Accounting Items

Table of Contents

Table of Contents
Items Pages
Cash and cash equivalents 94
Financial assets at fair value through profit or loss - current 95
Net notes receivable 96
Net trade receivable 96
Net trade receivable - related parties 97
Other receivables 97
Other receivables - related parties 97
Inventories 98
Other current assets 98
Financial assets at fair value through other comprehensive income - non-current 99
Investments accounted for using the equity method 100
Property, plant, and equipment (Notes 6(8)) 41~43
Right-of-use assets 101
Intangible assets (Note 6(9)) 44
Deferred income tax assets (Note 6(20)) 61~63
Other non-current assets 102
Short-term borrowings 103
Contractual liabilities - current 104
Trade payable 104
Trade payable - Related Parties 104
Other payables 105
Other current liabilities - other 105
Other non-current liabilities - others 105
Lease liabilities 106
Long-term borrowings 107
Deferred income tax liabilities (Note 6(20)) 61~63
Operating revenue 108
Operating cost 109
Operating expense 110
Summary statement of employee benefits, depreciation, depletion and
amortization expenses incurred duringthe currentperiod(Note 6(17))
57
Non-operating income and expenditure 111

~ ~ 93

PANJIT INTERNATIONAL INC.

  1. Detail list for Cash and Cash equivalents

December 31, 2023

Units: NT$ thousands

Units: NT$ thousands
Items Summary Amount Remark
Petty cash
Bank deposit:
NTD deposit
Foreign currency deposit
Bank deposit total
Total
7,723,669.01
USD
80,875.10
EUR
48,605,768.00
JPY
39,578.12
HKD
109.36
CNY
(Unit: in each foreign currency)
$210 The exchange rate of U.S. dollar to New Taiwan dollar is
1:30.71
The exchange rate for Euro to New Taiwan Dollar is
1:33.98
The exchange rate for Japanese Yen to New Taiwan Dollar is
1:0.22
The exchange rate of Hong Kong dollar to New Taiwan dollar is
1:3.93
The exchange rate of RMB to New Taiwan dollar is
1:4.33
439,816
238,851
2,748
10,557
156
692,128
$692,338

~ ~ 94

PANJIT INTERNATIONAL INC.

  1. Statement of financial assets at fair value through profit or loss - current

December 31, 2023

December 31, 2023 December 31, 2023 December 31, 2023 December 31, 2023 December 31, 2023 December 31, 2023 December 31, 2023
Units: NT$ thousands
Name of
financial
instrument
Summary Shares or units
(Thousand shares)
Face value
(NT$)
Total Sum Interest Acquistion
cost
Fair value Changes in fair value
attributable to changes in
credit risk
Remark
Unit price
(NT$)
Total Sum
Notes and bills
Fund
Fund
VTeam Supply Chain Finance Limited
Yuanta Japan Leaders Enterprise Securities Investment Trust
Taishin Flexible Income Fund

1,508
300

$9.95
$10.03

$15,000
$3,009


$92,115
$15,000
$3,009

$10
$10.0436
$92,115
$15,075
$3,013


~ ~ 95

PANJIT INTERNATIONAL INC.

3. Details of the net notes receivable

December 31, 2023

Units: NT$ thousands

Account Name Summary Amount Remark
HANWEI ELECTRONICS CO., LTD.
JUNSUN ENTERPRISE CO., LTD.
Others
Total
(Less): loss allowance
Net amount
Payment for goods
Payment for goods
(Notes)
$11,077
10,788
1,484
23,349

$23,349

(Note): The balance of a single item does not exceed 5% of the notes receivable balance.

PANJIT INTERNATIONAL INC.

4. Schedule of Net Trade Receivable

December 31, 2023

Units: NT$ thousands

Account Name Summary Amount Remark
Dafeng Chongqing
Others
(Less): loss allowance
Net amount
Payment for goods
(Notes)
$133,461
1,580,506
(19,379)
$1,694,588

(Note): The balance of a single item does not exceed 5% of the accounts receivable balance.

~ ~ 96

PANJIT INTERNATIONAL INC.

5. Schedule of Net Trade Receivable - related parties

December 31, 2023

Units: NT$ thousands

Units: NT$ thousands
Account Name Summary Amount Remark
Pan Jit Electronics (Wuxi) Co., Ltd.
Others
Total
(Less): loss allowance
Net amount
Payment for goods
(Notes)
$417,718
24,289
Subsidiaries included in the consolidated
financial statements may not make
allowances for losses.
442,007
$442,007

(Note): The balance of a single item does not exceed 5% of the trade receivable balance from related parties.

PANJIT INTERNATIONAL INC.

6. Statement of Other Receivables

December 31, 2023

Units: NT$ thousands

Units: NT$ thousands
Items Summary Amount Remark
Non-related parties
Tax refund receivables
Other receivables - other
Subtotals
Related parties
EC SOLAR C1 SRL
Others
Subtotals
(Less): loss allowance
Total
Sales tax
Import duties
Capital loan
(Notes)
$104,686
2,382
107,068
152,910
2,209
155,119
$262,187

(Note): The balance of a single item does not exceed 5% of the other receivable balance.

~ ~ 97

PANJIT INTERNATIONAL INC.

7. Statement of inventories

December 31, 2023

Units: NT$ thousands

Units: NT$ thousands
Items Summary Costs Net realizable
value
Remark
Raw material
Work in process
Finished goods
Total
Less: Allowance for price decline in inventories
Net amount
$1,248,881
68,899
933,963
$943,422
65,937
646,836
Raw materials refers to the balance of
finished products (including commodities)
after subtracting the costs
and sales expenses that.
The allowance for inventory depreciation
is estimated based on the possibility of the
of the inventory and the net slow-moving value.
2,251,743
(595,548)
$1,656,195 $1,656,195

PANJIT INTERNATIONAL INC.

  1. Statement of Other current assets

December 31, 2023

Units: NT$ thousands

Units: NT$ thousands
Items Summary Amount Remark
Prepay
Temporary payment
Other financial assets
Total
Advance payment, advance expenses, inventory of supplies, etc.
Labor and health insurance, pension, etc.
Pledged time deposit
$97,024
22,018
35,612
$154,654

~ ~ 98

PANJIT INTERNATIONAL INC.

  1. Financial assets at fair value through other comprehensive profit or loss - non-current

January 01 to December 31, 2023

Units: NT$ thousands

Name of financial instrument Beginning balance Beginning balance Increase in the Period Decrease in c urrent period Ending balance Ending balance Ending balance Guarantee or
Pledge status
Remark
Number of
shares
(thousand
shares)
Fair value Number of
shares
(thousand
shares)
Amount Number of
shares
(thousand
shares)
Amount Number of
shares
(thousand
shares)
Shareholding
ratio
Fair value
Advanced Microelectronic Products,Inc.
Jih Lin Technology Co., LTd.
KAISON GREEN ENERGY TECHNOLOGY CO., LTD.
Sentelic Corporation
WELLAN SYSTEM CO., LTD.
TAIDEVELOP INFORMATION CORP.
ENERGY MOANA TECHNOLOGY CO., LTD.
Neolink Capital Corp.
Total
2,888
717
364
41
445
334
1,200
3,500
$66,571
43,157
1,865
1,843
-
-
8,755
31,652
-
-
-
-
-
-
-
-
-
9,893
(Note 1)
-
2,009
(Note 1)
-
-
-
-
-
-
-
7
-
-
-
1,505
$21,083
(Note 1)
1,434
(Note 3)
1,865
(Note 1)
697
(Note 2)
-
-
5,710
(Note 1)
15,050
(Note 4)
2,888
717
364
34
445
334
1,200
1,995
2.64%
0.70%
0.62%
0.11%
1.53%
3.71%
2.96%
4.28%
$45,488
$51,616
-
3,155
-
-
3,045
16,602
None
None
None
None
None
None
None
None
$153,843 $11,902 $45,839 $119,906

(Note 1): Fair value valuation adjustment

(Note 2): Disposal in current period

(Note 3): Dividend distributed from capital reserve

(Note 4): Capital reduction in cash.

~ ~ 99

PANJIT INTERNATIONAL INC.

10. Statement of Changes in Investments Accounted for Using the Equity Method

January 01 to December 31, 2023

Units: NT$ thousands

Name Beginning balance Increase in t he Period Decrease in cu rrentperiod Ending balance Ending balance Market Val ue or Net Equity Guarantee or
Pledge status
Remark
Number of shares
(thousand shares)
Amount Number of shares
(thousand shares)
Amount Number of shares
(thousand shares)
Amount Number of shares
(thousand shares)
Shareholding
ratio
Amount Unit price Total price
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.
Total
210,106
84,493
16,328
11,315
23,996
1,863
-
-
-
$6,536,416
1,743,395
226,287
1,575,688
1,841,669
732,129
-
-
-
14,618
5
9,711
1,000
$552,780
(Note 6)
365,467
(Note 1)
62,490
(Note 1)
5,561
(Note 1)
107,503
(Note 1)
74,293
(Note 1)
5,015
(Note 2)
49,992
(Note 1)
27,794
(Note 2)
11,286
(Note 7)
347
(Note 3)
108,991
(Note 7)
4,302
(Note 1)
10,000
(Note 7)
$108,991
(Note 5)
61,300
(Note 2)
58,446
(Note 3)
494,782
(Note 3)
6,144
(Note 2)
631
(Note 3)
3,196
(Note 2)
105,581
(Note 3)
9,948
(Note 2)
23,947
(Note 3)
-
1,783
(Note 1)
574
(Note 2)
5,114
(Note 2)
-
224,724
84,493
16,328
11,315
23,996
1,863
5
9,711
1,000
100.00%
94.64%
21.01%
19.13%
30.00%
100.00%
50.00%
100.00%
50.00%
$7,225,926
1,304,959
228,020
1,567,662
1,897,031
809,915
9,276
108,179
10,000
$32.79
$16.95
$15.45
$192.00
$73.30
$434.74
$1,855.20
$11.14
$5.37
$7,367,831
(Note 4)
1,431,926
(Note 4)
252,268
(Note 4)
2,172,480
(Note 4)
1,758,907
(Note 4)
809,915
(Note 4)
9,276
(Note 4)
108,179
(Note 4)
5,369
(Note 4)
None
None
None
None
None
None
$12,655,584 $1,385,821 $880,437 $13,160,968 $13,916,151

(Note 1): The share of the subsidiary’s profit or loss, the upstream unrealized sales benefits, counter-current realized sales benefits, and the profit or loss of side-stream transactions between subsidiaries recognized by the equity method.

  • (Note 2) The balance of translation of the financial statements of foreign operation institutions recognized by equity method

  • (Note 3): Obtaining or disposing of equity differences in subsidiaries, downstream unrealized profits and losses, insurance of cash dividends, actuarial profits and losses of defined benefit plan, unrealized (gains) and losses of financial assets measured at fair value through other comprehensive income, unearned compensation for employees, etc. recognized under the equity method.

  • (Note 4): It is recognized based on the shareholding ratio of the investee company.

  • (Note 5): Cash reduction by investee company.

  • (Note 6): Based on the seasoned equity offering of the investee company.

  • (Note 7): Acquired in the current period.

~ ~ 100

PANJIT INTERNATIONAL INC.

  1. Statement of Changes in Right-of-Use Assets

January 01 to December 31, 2023

Units: NT$ thousands

Items Beginning balance Current change Ending balance Remark
Increase Decrease Reclassification
Land
Buildings
Transportation equipment
Other assets
Total
$2,239
5,683
4,879
499
$−

362

$362
$−
(2,841)
(956)

($3,797)
$−

(1,109)

($1,109)
$2,239
2,842
3,176
499
$13,300 $8,756

PANJIT INTERNATIONAL INC.

  1. Statement of Accumulated depreciation - Changes in Right-of-Use Assets

January 01 to December 31, 2023

Units: NT$ thousands

Items Beginning balance Current change Ending balance Remark
Increase Decrease Reclassification
Land
Buildings
Transportation equipment
Other assets
Total
$1,244
2,959
1,650
277
$746
1,420
1,374
167
$3,707
$−
(2,841)
(956)

($3,797)
$−

(665)

($665)
$1,990
1,538
1,403
444
$6,130 $5,375

~ ~ 101

PANJIT INTERNATIONAL INC.

13. Statement of Other non-current assets

December 31, 2023

Units: NT$ thousands

Items Summary Amount Remark
Prepayment for equipments
Other non-current assets, others
Procurement margin
Procurement margin
Procurement margin
Procurement margin
Refundable deposit
Other advances
Total
Sinopower Semiconductor Inc.
Potens Semiconductor Corp.
inergy Technology Inc.
MOSEL VITELIC Inc.
Others (Note)
(Notes)
$16,447
$149,000
120,000
95,000
40,620
13,015
55,585
$473,220

(Note): The individual balance contained does not exceed other non-current assets - 5% of other balances.

~ ~ 102

PANJIT INTERNATIONAL INC.

14. Statement of Short-term Borrowings

December 31, 2023

Units: NT$ thousands

Type of loans Explanation Term Interest rate
range
Ending
balance
Financing
credit
Pledge or
Collateral
Note
Credit loan
Credit loan
Credit loan
Credit loan
Credit loan
Export collection financing
Export collection financing
Export collection financing
Export collection financing
Export collection financing
Export collection financing
Export collection financing
Total
First Bank - Luzhu Branch
Chang Hwa Bank Gangshan Branch
Shin Kong Bank North Kaohsiung Branch
Yuanta Bank Linya branch
Yuanta Bank Linya branch
Chinatrust Commercial Bank - Minzu Branch
Chinatrust Commercial Bank - Minzu Branch
Chinatrust Commercial Bank - Minzu Branch
Chinatrust Commercial Bank - Minzu Branch
Taipei Fubon Commercial Bank - Kaohsiung Branch
Taipei Fubon Commercial Bank - Kaohsiung Branch
Taishin International Bank - Linya branch
2023.12.15–2024.01.12
2023.12.15–2024.01.12
2023.12.22–2024.01.19
2023.12.1–2024.01.26
2023.11.27–2024.01.26
2023.12.28–2024.03.27
2023.12.15–2024.01.15
2023.12.29–2024.01.26
2023.12.27–2024.01.26
2023.12.28–2024.02.29
2023.12.28–2024.03.26
2023.12.29–2024.01.29
1.6500%
1.6200%
1.6500%
1.6000%
1.6000%
5.0200%
4.8700%
6.2700%
6.2700%
6.4000%
6.4000%
6.4400%
$350,000
300,000
350,000
100,000
700,000
95,144
33,980
92,115
92,115
61,410
61,410
98,262
None
None
None
None
None
None
None
None
None
None
None
None
$2,334,436

~ ~ 103

PANJIT INTERNATIONAL INC.

15. Contractual liabilities - current

December 31, 2023

Units: NT$ thousands

Account Name Summary Amount Remark
Scanti LLC
Wincap
Gold Reach
Others
Total
Sales payment
Sales payment
Sales payment
(Notes)
$447
71
30
27
$575

(Note): The single item balance contained does not exceed the contract liability - 5% of the current account balance.

PANJIT INTERNATIONAL INC.

  1. Statement of Trade Payable December 31, 2023

Units: NT$ thousands

Account Name Summary Amount Remark
Lefram Technology Corporation
Jih Lin Technology Co., LTd.
Sinopower Semiconductor Inc.
E'DALE TECHNOLOGY CO., LTD.
Others
Total
Purchase payment
Purchase payment
Purchase payment
Purchase payment
(Notes)
$90,749
57,536
74,335
31,934
299,851
$554,405

(Note): The balance of a single item does not exceed 5% of the accounts payable balance.

PANJIT INTERNATIONAL INC.

  1. Statement of Trade Payable - Related Parties December 31, 2023

Units: NT$ thousands

Account Name Summary Amount Remark
Pan Jit Electronics (Wuxi) Co., Ltd.
Pynmax Technology Co., Ltd.
Others
Total
Purchase payment
Purchase payment
(Notes)
$416,637
122,208
9,845
$548,690

(Note): The balance of a single item does not exceed 5% of the accounts payable balance from related parties.

~ ~ 104

PANJIT INTERNATIONAL INC.

18. Statement of Other Payables

December 31, 2023

Units: NT$ thousands

Item Description Amount Remarks
Awards and salaries payable
Commissions payable
Processing fee payable
Equipment expense payable
Other expenses payable
Total
The salary, year-end bonus and estimated cashed-out leaves in December
Including NT$83,677 thousand of commissions payable to related parties - PanJit Europe
Utility expenses, import and export expenses, insurance expenses, labor expenses, pensions,
Interest and rent, etc.
$340,511
97,214
70,367
73,861
255,629
$837,582

PANJIT INTERNATIONAL INC.

19. Statement of Other current liabilities - others

December 31, 2023

Units: NT$ thousands

Item Description Amount Remarks
Deferred income
Collection for others
Temporary receipts
Others
Total
Deferred government
Collection for labor and health insurance, food, etc.
To be written-off
$26,400
11,040
3,800
1,096
$42,336

PANJIT INTERNATIONAL INC.

20. Other non-current liabilities - Others

December 31, 2023

PANJIT INTERNATIONAL INC.
December 31, 2023
20. Other non-current liabilities - Others
PANJIT INTERNATIONAL INC.
December 31, 2023
20. Other non-current liabilities - Others
Units: NT$ thousands
Item Description Amount Remarks
Deferred gain from government grants Government low-interest loan $15,769

~ ~ 105

PANJIT INTERNATIONAL INC.

21. Lease liabilities

December 31, 2023

Units: NT$ thousands Units: NT$ thousands
Items Leasing term Discount rate Ending balance Remarks
Land
Buildings
Transportation equipment
Transportation equipment
Other assets
Total
Lease liabilities due within one year
Lease Liabilities - non-current
2021.05.20–2024.05.19
2021.12.01–2024.11.30
2021.08.31–2025.08.30
2023.03.08-2025.03.07
2021.05.28-2024.05.27
1.3400%
1.3400%
1.3400%
1.3400%
1.3400%
$253
1,311
1,578
212
71
3,425
(2,759)
$666

~ ~ 106

PANJIT INTERNATIONAL INC.

  1. Statement of Long-term Borrowings December 31, 2023
PANJIT INTERNATIONAL INC.
22. Statement of Long-term Borrowings
December 31, 2023
PANJIT INTERNATIONAL INC.
22. Statement of Long-term Borrowings
December 31, 2023
PANJIT INTERNATIONAL INC.
22. Statement of Long-term Borrowings
December 31, 2023
PANJIT INTERNATIONAL INC.
22. Statement of Long-term Borrowings
December 31, 2023
PANJIT INTERNATIONAL INC.
22. Statement of Long-term Borrowings
December 31, 2023
Units: NT$ thousands
Creditor Summary Amount Term Interest Pledge or
guarantee
Remark
KGI Bank Kaohsiung Branch
FAR EASTERN INTERNATIONAL BANK Kaohsiung Chungcheng Branch
KGI Bank Kaohsiung Branch
EnTie Bank Kaohsiung Branch
EnTie Bank Kaohsiung Branch
Land Bank Gangshan Branch
Taishin International Bank Linya branch
Taishin International Bank Linya branch
Taishin International Bank Linya branch
First Commercial Bank Luzhu Branch
First Commercial Bank Luzhu Branch
First Commercial Bank Luzhu Branch
First Commercial Bank Luzhu Branch
First Commercial Bank Luzhu Branch
Chang Hwa Commercial Bank Gangshan Branch
Chang Hwa Commercial Bank Gangshan Branch
Chang Hwa Commercial Bank Gangshan Branch
Chang Hwa Commercial Bank Gangshan Branch
Chang Hwa Commercial Bank Gangshan Branch
Land Bank Gangshan Branch
Total
(Less): Maturity within one year
Unamortized syndication expense
Deferred gain from government grants
Net amount
Medium-term and long-term loans
Medium-term and long-term loans
Medium-term and long-term loans
Medium-term and long-term loans
Medium-term and long-term loans
Taiwanese businessmen returning to Taiwan (Line B)
Taiwanese businessmen returning to Taiwan (Line B)
Taiwanese businessmen returning to Taiwan (Line B)
Taiwanese businessmen returning to Taiwan (Line A)
Taiwanese businessmen returning to Taiwan (Line A)
Taiwanese businessmen returning to Taiwan (Line B)
Taiwanese businessmen returning to Taiwan (Line B)
Taiwanese businessmen returning to Taiwan (Line B)
Taiwanese businessmen returning to Taiwan (Line B)
Taiwanese businessmen returning to Taiwan (Line A)
Taiwanese businessmen returning to Taiwan (Line B)
Taiwanese businessmen returning to Taiwan (Line B)
Taiwanese businessmen returning to Taiwan (Line B)
Taiwanese businessmen returning to Taiwan (Line B)
Syndicated Loans Line A
$200,000
500,000
200,000
300,000
200,000
58,333
16,771
127,604
291,667
423,958
6,938
110,229
191,167
77,083
600,000
87,104
64,750
45,479
33,917
2,900,000
2023.12.27–2024.03.27
2023.12.15–2024.01.15
2023.12.21–2024.01.19
2023.12.21–2024.01.19
2023.12.22–2024.01.19
2021.12.2–2026.11.15
2019.12.06–2026.12.05
2021.03.30–2026.12.05
2021.01.15–2026.12.05
2021.09.29–2027.01.15
2020.01.16–2027.01.15
2020.10.15–2027.01.15
2021.03.26–2027.01.15
2021.04.28–2027.01.15
2022.02.09–2027.01.15
2021.03.26–2027.01.15
2021.01.29–2027.01.15
2020.08.11–2027.01.15
2020.01.16–2027.01.15
2023.12.27–2024.01.03
1.8838%
1.8400%
1.8838%
1.8330%
1.8330%
1.6000%
1.4000%
1.4000%
1.4000%
1.6000%
1.4000%
1.4000%
1.4000%
1.4000%
1.4000%
1.4000%
1.4000%
1.4000%
1.4000%
2.2040%
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
Repayment method:
Due to the different ways of granting credit, there are two repayment methods.
The details are as follows:
1. Credit Line A:
(a) The Borrower shall, at the time of each application for the use of
The principal amount of each such loan is repaid on the maturity date and
the maturity date of the loan shall not exceed the maturity date of
the credit period of Line A.
(b) Subject to the occurrence of any default under this Agreement,
the Borrower may, in accordance with Article 7(1) of this Agreement,
issue an application for the use of the proceeds of the credit Line A
to directly repay the principal amount of each of the original loans due,
provided that the maturity date shall not exceed
the maturity date of the credit period of the credit facility. For the equivalent amount,
the managing bank and each lending bank, as well as the borrower,
are not required to remit funds to or from the bank,
and the receipt of the amount by the borrower is evidenced by this agreement
and the related use documents.
2. Credit Line B:
The issuer shall make provision for
the full payment of the face amount of each commercial paper issued on the maturity date.
The issuer shall also fully repay the debts
under the Credit Line B, and release the guarantee obligations of the Credit Bank of Line B
on the maturity date of the credit. Prior to the expiration of the credit period,
the issuer may renew the commercial paper
in accordance with Article 7(4) of this Agreement
and use the proceeds to repay the original commercial paper issued.
6,435,000
(507,000)
(1,470)
(15,769)
$5,910,761

~ ~ 107

PANJIT INTERNATIONAL INC.

23. Statement of Operating Revenue

January 01 to December 31, 2023

Units: NT$ thousands

Units: NT$ thousands
Items QTY (thousand units) Amount Remark
Diode rectifier
Surge suppressor
Others
Total
(Less): Sales return or discount
Net amount
19,432
301
2,546
(28)
$7,432,975
425,558
145,389
8,003,922
(114,040)
$7,889,882
Raw materials, etc.

(Note): The balance of the individual items contained does not exceed 5% of the operating income balance.

~ ~ 108

PANJIT INTERNATIONAL INC. 24. Statement of Operating Costs

January 01 to December 31, 2023

PANJIT INTERNATIONAL INC.
January 01 to December 31, 2023
24. Statement of Operating Costs
PANJIT INTERNATIONAL INC.
January 01 to December 31, 2023
24. Statement of Operating Costs
Units: NT$ thousands
Items Amount
Direct raw material:
Inbound for the current period
Plus:
Beginning stock
Inventory (gain) loss
Amount of other transfers
(Less):
Raw Materials at the end of the period
Raw materials sold
Transfer to other accounts
Consumed for the current period
Direct labor
Manufacturing expense
Manufacturing cost
Plus:
Initial work in process
Amount of other transfers
(Less):
Work in process at the ending of the period
Transfer to finished goods
Transfer to other accounts
Finished good cost
Plus:
Initial finished goods
Acquired in the period
Work in process inbound
Amount of other transfers
(Less):
Finished goods at the end of the period
Inventory (gain) loss
Transfer to other accounts
Cost of Goods Sold
Other operating cost
Raw materials sold
Loss on price decline in inventories
Others (revenue from scrap sales and inventory gain or loss)
Total Operating Cost
$2,484,129
1,089,569
394
414,166
(1,248,881)
(158,058)
(152,306)
2,429,013
416,521
919,390
3,764,924
64,700
30,156
(68,899)
(666,723)
(13,283)
3,110,875
1,325,333
1,702,572
666,723
6,655
(933,964)
(880)
(8,801)
5,868,513
15,936
158,058
166,743
(44,472)
$6,164,778

~ ~ 109

PANJIT INTERNATIONAL INC.

25. Statement of Operating Expenses

January 01 to December 31, 2023

Units: NT$ thousands

Items Summary Selling expenses Remark
Payrolls
Expense for import and export
Commission expenditure
Miscellaneous expenses
Others
Total
The account of which the balance does not exceed
5% of the balance of this account
$146,197
98,461
124,077
56,641
77,670
$503,046
Items Summary Administrative
expenses
Remark
Payrolls
Miscellaneous expenses
Labor costs
Others
Total
The account of which the balance does not exceed
5% of the balance of this account
$267,056
41,312
42,882
95,780
$447,030
Items Summary Research and
development
expenses
Remark
Payrolls
Repair fees
Depreciation and depletion
Amortization
Materials
Miscellaneous expenses
Others
Total
The account of which the balance does not exceed
5% of the balance of this account
$174,396
31,781
27,546
23,582
90,429
31,439
81,886
$461,059

~ ~ 110

PANJIT INTERNATIONAL INC.

26. Statement of Non-operating income and expenditures

January 01 to December 31, 2023

Units: NT$ thousands

Item Description Amount Note
Interest income
Rental receipt
Dividends receive
Other revenues
Total other revenues
Disposal of property, plant and equipment
Net (losses) gains on foreign currency exchange
Valuation gain or loss of Financial assets or liabilities at
fair value through profit or loss
Miscellaneous expenses
Other revenue and losses total
Financial costs
Proportion of gain or loss from subsidiaries and
associates recognized by equity method
Total non-operating income and expenditures
Interest on bank deposits
Revenue of payment repossession
and sample income, etc.
Stock and forward foreign
exchange valuation gain or loss
Bank loans and lease liabilities
$18,483
$8,205
3,799
64,304
$76,308
$364
(15,467)
4,291
(562)
($11,374)
($162,435)
$667,824
$588,806

~ 111 ~

Appendix IV

PANJIT INTERNATIONAL INC.

Statement of Internal Control System

Date: March 8, 2024

  • The Statement of Internal Control System is issued based on the Company’s 2023 self-assessment:

  • I. The Company acknowledges that the establishment, implementation, and maintenance of the internal control system are the responsibilities of the Company’s Board of Directors and managerial officers, and have established such a system. The objectives of this system are to meet various goals including achieving operational benefits and efficiency (including profitability, performance, as well as asset and security protection), and ensuring the reliability, timeliness, transparency of reporting and legal and regulation compliance, thereby providing reasonable assurance.

  • II. An internal control system has inherent constraints, no matter how comprehensive its design may be. As such, effective internal control systems may only reasonably ensure the achievement of the aforementioned goals. In addition, the effectiveness of an internal control system may change with the environment and under different situations. However, the Company's internal control system is setup with self-monitoring mechanisms, thereby allowing the Company to take immediate remedial actions in response to any identified deficiency.

  • III. The Company judges the effectiveness of the internal control systems in design and enforcement according to the “Criteria for the Establishment of Internal Control Systems of Public Offering Companies” (hereinafter referred to as “the Criteria”). The Criteria is instituted for judging the effectiveness of the design and enforcement of internal control systems. There are five components for effective internal control as specified by the Criteria of which the procedures for effective internal controls are composed: (1) Control environment (2) Risk evaluation (3) Control operation (4) Information and communication (5) Monitoring. Each of the elements in turn contains several items, and the Criteria shall be referred to for details.

  • IV. The Company has adopted the aforementioned internal control systems for an internal assessment of the effectiveness of internal control design and enforcement.

  • V. Based on the findings of such evaluation, the Company believes that, on December 31, 2023, it has maintained, in all material respects, an effective internal control system (that includes the supervision and management of our subsidiaries), to provide reasonable assurance over our operational effectiveness and efficiency, reliability, timeliness, transparency of reporting, and compliance with applicable rulings, laws, and regulations.

  • VI. This statement of declaration shall form an integral part of the annual report and prospectus of the Company and shall be made public. If there is any fraud, concealment, or unlawful practices discovered in the content of the aforementioned information, the Company shall be

liable for legal consequences under Articles 20, 32, 171, and 174 of the Securities and Exchanges Act.

  • VII. This statement was approved by the Board of Directors on March 8, 2024, with the ten directors present.

PANJIT INTERNATIONAL INC.

Chairman: Fang, Ming- Ching

President: Fang, Ming- Ching

PANJIT INTERNATIONAL INC.

Chairman: Fang, Ming- Ching