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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.
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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.
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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.
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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.
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2001 May The Company issued convertible corporate bonds in the amount of NT$900 million.
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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.
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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.
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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.
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December The Company invested in the establishment of Weiquan International Co., Ltd. to engage in the trading of diode products.
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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).
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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.
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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$1,847,117,520.
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2006 April The Company's subsidiary Mildex Optical Co., Ltd. indirectly invested in MILDEX OPTICAL USA, INC. through Mildex Asia.
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September The Company's subsidiary Mildex Optical Co., Ltd. absorbed and merged its 100%-owned subsidiary Mildex Technology Co., Ltd. By the end of 2006, it had reached 99.67%, and by the end of April 2007, it had held 100% of the shares.
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November The Company increased capital by NT$ 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.
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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.
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Mildex Optical Co., Ltd., a subsidiary of the Company, was registered for emerging market.
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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.
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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.
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2009 February The Company's subsidiary Mildex Optical Co., Ltd. shares are officially listed on the OTC.
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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..
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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.
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April The Company compulsorily redeemed the fourth domestic convertible corporate bonds and terminated the listing.
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June The Company issued the fifth domestic unsecured conversion corporate bond of NT$500 million.
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September The Company increased capital by NT$ 300 million in cash. October The Company acquired 20 million privately placed ordinary shares of MILDEX OPTICAL INC.
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2011 April The Company's subsidiary Mildex Optical Co., Ltd. absorbed and merged its 100%-owned subsidiary Mildex Technology Co., Ltd.
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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.
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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.
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2012 July The Company compulsorily redeemed the fifth domestic convertible corporate bonds and terminated the listing.
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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.
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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.
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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. |
12
Chapter 3. Corporate Governance Report
I. Organization
(I) Organization Chart
==> picture [74 x 12] intentionally omitted <==
----- Start of picture text -----
April 15, 2024
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==> picture [484 x 276] intentionally omitted <==
----- Start of picture text -----
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:
- Actively assist directors to complete refresher courses to continuously enrich new knowledge and enhance professional knowledge and legal literacy.
40
-
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".
-
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.
-
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.
-
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:
-
Fair representation of the Company's financial statements.
-
Selection (dismissal), remuneration, and independence of certified accountants.
-
Assessment of the effectiveness of an internal control system.
-
Development or amendment of internal control systems.
-
Significant capital loans, endorsements or guarantees, assets or derivatives transactions.
-
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.
-
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. |
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| 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
-
Sustainability Committee:
-
(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 | - | - | - | - |
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(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 |
71
| 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 |
73
| 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 |
75
| 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$1,346 thousand. The total installed capacity was about 29.26KW. The power generated is for the factory's own use. In 2023, the company's solar panel installation capacity in the factory reached 183.89KW, generating a total of 142,872KWh of electricity,which translates into agreenhousegas |
76
| Current project | Implementation Status(Note 1) | Discrepancies between its implementation and the Corporate Sustainable development Best Practice Principles for TWSE/TPEx Listed Companies, and reasons for such discrepancies |
|||
|---|---|---|---|---|---|
| Yes | No | Summary and Explanation | |||
| reduction of about 70.72TCO2e. (Note) The calculation of GHG reduction was converted using the 2022 electricity emission factor of 0.495 kg CO2e/kWh from the 2023 announcement. In addition to the above projects, please refer to the Sustainability Report for the policies and results of greenhouse gas management implemented by the Company. 2. Water resources management: (1) Water resource use (data coverage - Gangshan plant area): Water consumption unit: million liters Year Operating Revenue (NT$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$10,848 thousand. Based on the water intake of the company's Gangshan plant in 2022, It is estimated that the process RO water recovery rate can be improved by the project and hence the annual carbon reduction will reach about 2,694 TCO2e. In addition to the aboveprojects, please refer to the Sustainability |
77
| Current project | Implementation Status(Note 1) | Discrepancies between its implementation and the Corporate Sustainable development Best Practice Principles for TWSE/TPEx Listed Companies, and reasons for such discrepancies |
|||
|---|---|---|---|---|---|
| Yes | No | Summary and Explanation | |||
| Report for the policies and results of water resource management implemented by the Company. 3.Waste management: (1) Waste consumption statistics (data coverage - Gangshan plant area): Waste unit: metric tons Year Operating Revenue (NT$ 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 |
78
| 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. |
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| 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. |
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| (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. |
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| (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. |
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| (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 |
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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 | ||
| 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 |
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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 | ||
| 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. |
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| 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 |
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| 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.
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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 |
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| 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. |
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| 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. |
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| 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. |
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| 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 |
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| 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 |
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| 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).
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- 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 |
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| 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 |
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| 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 |
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| 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. |
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| 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. |
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| 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. |
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- (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 |
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| 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", |
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| 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 |
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| 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 |
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-
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)
-
- 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.
-
- 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.
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- (VII) If the Company has adopted corporate governance best-practice principles or related
bylaws, disclose how these are to be searched.
-
The Company has established the corporate governance best practice principles and other relevant regulations, as follows:
-
(1) Ethical Corporate Management Best Practice Principles
-
(2) The Company’s “Procedures for Ethical Management and Guidelines for Conduct”.
-
(3) Code of Ethical Conduct
-
(4) Sustainable Development Code of Practice
-
(5) Operational specifications related to financial business between related parties
-
(6) Organizational Rules of the Remuneration Committee
-
(7) Key points of executive training for directors
-
(8) Suggestions from stakeholders and methods for handling complaints
-
(9) Procedures for preventing insider trading management
-
(10) The Board Diversity Policy is disclosed on the Company’s website and annual report.
-
(11) The performance evaluation method of the board of directors and functional committees
-
(12) Corporate Governance Best Practice Principles
-
(13) Rules on the scope of duties of independent directors
-
(14) Organizational Rules of Audit Committee
-
(15) Standard operating procedures for handling directors' requests
-
Inquiry method:
-
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".
-
(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
-
(IX) The section on the state of implementation of the Company's internal control system shall furnish the following:
-
Statement on Internal Control System: detailed in Appendix IV.
-
If a CPA has been hired to carry out a special audit of the internal control system, please furnish the CPA audit report: None.
-
(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.
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-
(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. |
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| 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 |
- 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.
- 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.
- 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
-
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.
-
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.
-
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.
-
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
- 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% |
- 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 | $1.96691 |
-
Note 1: The handling of overseas depositary receipts includes public offering and private placement of overseas depositary receipts. The public offering overseas depositary receipts in process refer to those that have been approved by the Association; the private placement overseas depositary receipts that are in process refer to those that have been approved by the board of directors.
-
Note 2: The number of fields is adjusted according to the actual number of transactions.
-
Note 3: For those who have participated in the issuance of overseas depositary receipts, the relevant market price of the overseas depositary receipts in the most recent year and as of the date of publication of the annual report shall be listed. In addition, if there are multiple transaction locations for foreign depositary receipts, they shall be listed separately according to the transaction locations.
V. Employee stock warrant
None.
VI. Issuance of new shares in connection with the merger or acquisition of other companies
None.
VII. Implementation of capital utilization plan
2021 issuing common stock for cash and issuing global depositary receipt:
(I)The Plan
- The contents of the previous change plans and the benefits before and after the
change:
| change: | ||||
|---|---|---|---|---|
| Unit: NT$ 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. |
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| 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$6,600,000 thousand). After evaluating the business strategy, and considering the flexibility of the use of funds and market changes, it is planned to change the use of funds to repay bank loans and purchase materials in foreign currencies, and adjust the progress of fund use. This change in the capital utilization plan was approved by the board of directors on March 25, 2022, and was proposed to be approved at the 2022 Annual General Meeting of Shareholders.
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(II) Implementation Status:
As of the quarter before the publication date of the annual report, the implementation situation and the comparison with the original estimated benefit:
Unit: NT$ 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$27,356 thousand in interest expenses in subsequent years, respectively. The benefits of saving interest expenses and reducing financial burden should be reasonable and obvious. |
| Actual | 931,000 | ||||
| Progress (%) |
Planned | 100.00% | |||
| Actual | 100.00% | ||||
| Foreign currency for material purchase |
Amount paid |
Planned | 3,297,000 | Completed as planned in the third quarter of 2022 |
|
| Actual | 3,297,000 | ||||
| Progress (%) |
Planned | 100.00% | |||
| Actual | 100.00% |
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Chapter 5. Operation Summary
I. Business content
-
(I) Business scope
-
The main content of the business:
The Company and its subsidiaries are divided into different operating departments according to the different industrial attributes of manufacturing and selling products. The main business contents of each operating department are as follows:
-
(1) Diode: engaged in the manufacturing and sales of wafers, power components and control modules.
-
(2) Power IC and components: R&D, manufacturing and sales of power integrated circuits, field-effect transistors and fast recovery diodes, as well as technical consulting and import/export trade.
The above is the business scope of our subsidiary, Champion Microelectronic Corp. (stock code: 3257). Please refer to the annual report prepared by Champion Microelectronic for relevant information.
-
(3) Solar: Sales of electricity from solar power stations.
-
Proportion of Revenue from Major Products
Units: NT$ 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% |
- 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 |
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- 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
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(II) Market summary
Here is an explanation of the industry status for the main sales product – rectifier diodes:
- 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
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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
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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
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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% |
-
Technologies or products that have been successfully developed in the most recent year and as of the publication date of the annual report
-
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..
-
PANJIT has successfully released a number of semiconductor power discrete device products, which are listed as follows:
-
(1) Silicon-based power devices and advanced discrete semiconductor components:
-
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
-
-
B. Medium Voltage Shielded-Gate Trench MOSFETs (SGT, MOSFETs): MV SGT MOSFET: 40V/ 60V / 80V / 100V Gen.2: under development
-
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
-
-
(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
- 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
148
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
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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.
- 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
-
Usage of the Company's main products.
-
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:
-
(1) Computers: terminals, motherboards, desktop computers, notebooks and tablet PCs, etc.
-
(2) Communication: fax machines, switches, telephone systems, set-top boxes, mobile phones, routers, satellite antennas, Ethernet power supply and 5G base stations, etc.
-
(3) Consumer electronics: monitors, printers, business machines, digital cameras, wearable electronics, games and computer monitors, etc.
-
(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.
-
(5) Green energy: electronic ballast, uninterruptible power system, inverter, solar module wiring box, inverter and wind power generation, etc.
-
(6) Home appliances: TVs, washing machines, air conditioning systems and refrigerators, etc.
-
(7) Power supply: switching power supply and fast charging power supply for various electronic products.
-
(8) Industrial control: electric tools, spot welding machines, motor drives, etc.
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- 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.
- Advanced education system and its implementation:
Reward employees for further education, set up a scholarship system, and issue different language allowances for English certification.
-
The training system and its implementation:
-
(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.
-
(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.
-
(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.
-
(4) Hold master lectures on diverse topics and invite celebrities from various fields to share new ideas and trends with company colleagues.
-
(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.
-
The labor-management agreement and various employee rights protection measures:
-
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:
-
(
Ⅰ) 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.
-
(
Ⅱ) 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
- 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:
-
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
-
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
-
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
-
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)
-
Cash flow
-
(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
170
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$10. The calculation of the ratio of paid-in capital in the previous issue will be calculated based on the equity ratio attributable to the owner of the parent company on the balance sheet.
171
(2) Financial analysis (parent company only) - International Financial Reporting Standards (IFRS)
| (IFRS) | (IFRS) | ||||||
|---|---|---|---|---|---|---|---|
| Year Items of analysis |
Financial analysis of the recent fiveyears(Note 1) |
As of March 31, 2024 (Note 2) |
|||||
| 2019 | 2020 | 2021 | 2022 | 2023 | |||
| Financial structure (%) |
Debt to Asset Ratio | 48.32 | 51.46 |
42.63 |
45.66 |
45.57 |
Not applicable |
| Proportion of long-term capitals to property, plant, and equipment |
468.70 | 423.93 |
430.46 |
416.37 |
369.91 |
||
| Debt service ability (%) |
Current ratio | 92.83 | 98.37 |
102.21 |
119.24 |
100.17 |
|
| Quick ratio | 62.22 | 73.30 |
73.54 |
79.01 |
65.78 |
||
| Interest coverage ratio |
11.97 | 18.26 |
33.45 |
19.00 |
6.51 |
||
| Operate | Receivables turnover(cycle) |
3.33 | 3.69 |
3.88 |
3.97 |
3.80 |
|
| Average collection days |
110 | 99 |
94 |
92 |
96 |
||
| Inventory turnover ratio(cycle) |
4.67 | 5.99 |
5.25 |
3.63 |
3.33 |
||
| Payables turnover (cycle) |
5.50 | 7.55 |
6.46 |
6.13 |
6.02 |
||
| Average days of sales |
78 | 61 |
70 |
101 |
110 |
||
| Property, plant, and equipment turnover (cycle) |
3.21 | 3.01 |
2.67 |
2.03 |
1.58 |
||
| Total assets turnover(cycle) |
0.49 | 0.50 |
0.47 |
0.37 |
0.32 |
||
| Profitability | Return on asset(%) | 4.75 | 7.05 |
10.68 |
7.76 |
3.85 |
|
| Return on equity (%) |
8.31 | 13.45 |
19.27 |
13.26 |
6.11 |
||
Ratio of net income before tax to paid-in capital (%) (Note 7) |
18.35 | 28.35 |
58.30 |
50.71 |
23.42 |
||
| Profit margin(%) | 8.92 | 13.37 |
22.13 |
19.85 |
10.40 |
||
| Earnings per share (NT$) |
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)
- 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 |
-
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
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.
-
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.
-
(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:
-
Future R&D plan:
-
(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.
- 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
- 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 |
- 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:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of the Company and its subsidiaries.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability to continue as a going concern of the Company and its subsidiaries. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company and its subsidiaries to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the accompanying notes, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company and its subsidiaries to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
~6~
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of 2023 consolidated financial statements and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Others
We have audited and expressed an unqualified opinion including an Other Matter Paragraph on the parent company only financial statements of the Company as of and for the years ended 31 December 2023 and 2022.
Chen, Cheng-Chu
Fuh, Wen-Fun
Ernst & Young, Taiwan 8 March 2024
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, results of operations and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China.
Accordingly, the accompanying consolidated financial statements and report of independent auditors are not intended for use by those who are not informed about the accounting principles or Standards on Auditing of Republic of China, and their applications in practice.
~7~
English Translation of Consolidated Financial Statements Originally Issued in Chinese PANJIT INTERNATIONAL INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS 31 December, 2023 and 2022
(Expressed in Thousand of New Taiwan Dollars)
| Assets | Notes | December 31, 2023 | December 31, 2023 | December 31, 2022 | December 31, 2022 |
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| Current assets Cash and cash equivalents Financial assets at fair value through profit or loss - current Notes receivable, net Trade receivable, net Trade receivable-related parties, net Other receivables, net Other receivables-related parties, net Inventories, net Prepayments Other current assets Total current assets Non-current assets Financial assets at fair value through profit or loss-non-current Financial assets at fair value through other comprehensive income-non-current Financial assets measured at amortized cost-non-current Investments accounted for using the equity method Property, plant and equipment Right-of-use assets Intangible assets Deferred tax assets Prepayment for equipments Refundable deposits Other non-current assets Total non-current assets Total assets |
6(1) 6(2) 6(5),(20) 6(6),(20) 6(6), (20)/7 7 6(7) 8 6(2) 6(3) 6(4) 6(8) 6(9)/7 6(21) 6(10),(11) 6(25) 8 8 |
$3,076,877 3,325,793 590,324 3,443,023 39,589 150,301 2,760 3,006,980 538,418 158,256 |
11 11 2 12 - 1 - 10 2 1 |
$3,033,568 2,993,980 352,859 3,360,160 56,700 146,057 3,352 3,754,265 758,487 150,376 |
10 10 1 12 - - - 13 3 1 50 - 2 - 7 25 5 6 1 2 2 - 50 100 |
| 14,332,321 | 50 | 14,609,804 | |||
| 61,989 493,248 27,511 2,018,480 7,801,152 1,224,334 1,649,469 379,346 78,260 468,708 147,917 |
- 2 - 7 27 4 6 1 - 2 1 |
37,485 521,889 26,622 2,038,347 7,411,293 1,296,176 1,661,358 350,643 443,341 637,470 132,418 |
|||
| 14,350,414 | 50 | 14,557,042 | |||
| $28,682,735 | 100 | $29,166,846 | |||
| Liabilities and equity | Notes | December 31, 2023 | December 31, 2022 | ||
| Amount | % | Amount | % | ||
| Current Liabilities Short-term borrowings Contract liabilities-current Notes payable Trade payable Trade payable-related parties Other payables Other payables - related parties Current tax liabilities Lease liabilities - current Long-term borrowings, current portion Other current liabilities - other Total current liabilities Non-current Liabilities Long-term borrowings Deferred tax liabilities Lease liabilities - non-current Long-term deferred revenue Defined benefit liabilities - non-current Other non-current liabilities Total non-current liabilities Total liabilities Equity attributable to the parent company Capital Common stock Capital surplus Retained earnings Legal reserve Special reserve Unappropriated retained earnings Total retained earnings Other components of equity Treasury stock Total equity attributable to the parent company Non-controlling interests Total equity Total liabilities and equity |
6(12) 6(19) 6(13) 7 7 6(21),7 6(15),8 6(15),8 6(25) 6(21),7 6(14) 6(16) 6(17) 6(17) 6(17) 6(17) 6(17) |
$2,689,193 9,744 636,740 1,350,821 54,277 1,368,002 37,190 288,522 51,245 507,000 117,330 |
9 - 2 5 - 5 - 1 - 2 1 |
$2,769,949 10,041 605,905 1,417,681 59,068 1,742,971 37,903 295,814 52,735 478,875 76,945 |
10 - 2 5 - 6 - 1 - 2 - 26 21 - 1 - - - 22 48 13 21 2 2 11 15 (2) - 47 5 52 100 |
| 7,110,064 | 25 | 7,547,887 | |||
| 6,342,653 82,889 281,270 61,566 66,579 103,175 |
22 - 1 - - 1 |
6,033,741 91,895 321,641 98,807 66,945 96,695 |
|||
| 6,938,132 | 24 | 6,709,724 | |||
| 14,048,196 | 49 | 14,257,611 | |||
| 3,821,149 6,007,138 729,336 717,237 2,579,987 |
13 21 3 2 9 |
3,828,149 6,016,861 505,733 717,237 3,116,721 |
|||
| 4,026,560 | 14 | 4,339,691 | |||
| (606,249) - |
(2) - |
(552,617) (16,507) |
|||
| 13,248,598 | 46 | 13,615,577 | |||
| 1,385,941 | 5 | 1,293,658 | |||
| 14,634,539 | 51 | 14,909,235 | |||
| $28,682,735 | 100 | $29,166,846 | |||
(The accompanying notes are an integral part of the consolidated financial statements.)
~ ~ 8
English Translation of Consolidated Financial Statements Originally Issued in Chinese PANJIT INTERNATIONAL INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the years ended 31 December, 2023 and 2022 (Expressed in Thousand of New Taiwan Dollars, Expect for Earnings per share)
| Items | Notes | 2023 | 2023 | 2022 | 2022 |
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| Operating revenues Operating costs Gross profit Operating expense Selling expense Administrative expenses Research and development expenses Expected credit impairment (losses) gains Total operating expense Operating income Non-operating income and expenses Interest income Other income Other gains or losses Finance costs Impairment loss determined in accordance with IFRS 9, net Share of profit or loss of associates under equity method Total non-operating income and expenses Pretax income from continuing operations Income tax expenses Profit from continuing operations Net income Other comprehensive income (loss) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit obligation Unrealized gains (losses) from equity instrument investments measured at fair value through other comprehensive income Income tax related to items that will not be reclassified Items that may be reclassified subsequently to profit or loss: Exchange differences arising on translation of foreign operations Income tax related to items that may be reclassified Other comprehensive income of the current period (net after tax) Total comprehensive income Profit (loss), attributable to: Profit (loss), attributable to owners of parent Profit (loss), attributable to non-controlling interests Comprehensive income attributable to: Comprehensive income, attributable to owners of parent Comprehensive income, attributable to non-controlling interests Earnings per share (NTD) Basic earnings per share Diluted earnings per share |
6(19),7 6(7).(22),7 6(20).(21).(22),7 6(20) 6(21).(23),7 7 7 6(20) 6(8) 6(25) 6(24) 6(24).(25) 6(24).(25) 6(26) |
$12,707,319 (9,499,258) |
100 (75) |
$13,227,847 (9,232,010) |
100 (70) |
| 3,208,061 | 25 | 3,995,837 | 30 | ||
| (676,346) (860,584) (832,674) (4,723) |
(5) (7) (6) - |
(681,383) (973,484) (719,208) 9,311 |
(5) (7) (6) - |
||
| (2,374,327) | (18) | (2,364,764) | (18) | ||
| 833,734 | 7 | 1,631,073 | 12 | ||
| 171,995 148,447 134,241 (202,803) (25,367) 104,849 |
1 1 1 (2) - 1 |
133,842 108,782 241,339 (138,090) - 114,396 |
1 1 2 (1) - 1 |
||
| 331,362 | 2 | 460,269 | 4 | ||
| 1,165,096 (152,145) |
9 (1) |
2,091,342 (333,438) |
16 (3) |
||
| 1,012,951 | 8 | 1,757,904 | 13 | ||
| 1,012,951 | 8 | 1,757,904 | 13 | ||
| (4,446) 9,991 291 (46,247) 9,147 |
- - - - - |
26,842 (293,286) (6,948) 583,547 (93,185) |
- (2) - 5 (1) |
||
| (31,264) | - | 216,970 | 2 | ||
| $981,687 | 8 | $1,974,874 | 15 | ||
| $820,782 192,169 |
6 2 |
$1,757,631 273 |
13 - |
||
| $1,012,951 | 8 | $1,757,904 | 13 | ||
| $779,584 202,103 |
6 2 |
$1,898,561 76,313 |
14 1 |
||
| $981,687 | 8 | $1,974,874 | 15 | ||
| $2.15 | $4.60 | ||||
| $2.14 | $4.57 | ||||
(The accompanying notes are an integral part of the consolidated financial statements.)
~ ~ 9
English Translation of Consolidated Financial Statements Originally Issued in Chinese
PANJIT INTERNATIONAL INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
For the years ended 31 December, 2023 and 2022
(Expressed in Thousand of New Taiwan Dollars)
| Items | Equity Attrib | Equity Attrib | Equity Attrib | utable to Parent Company | utable to Parent Company | utable to Parent Company | Non- Controlling interests |
Total Equity | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Capital | Capital Surplus |
Retained Earnings | Othe | r Components of Equity | Treasury stock |
Total | ||||||
| Common stock |
Legal Reserve |
Special Reserve |
Unappropriated Retained Earnings |
Exchange Differences Arising on Translation of Foreign Operations |
Unrealized Gains or Losses on Financial Assets Measured at Fair Value through Other Comprehensive Income |
Others | ||||||
| Balance as of 1 January, 2022 Appropriation and distribution of 2021 retained earnings Legal reserve Cash dividend Changes in equity of associates accounted for using equity method Net income in 2022 Other comprehensive income (loss) in 2022 Total comprehensive income (loss) Increase (decrease) through changes in ownership interests in subsidiaries Increase (decrease) in non-controlling interests Balance as of 31 December, 2022 Balance as of 1 January, 2023 Appropriation and distribution of 2022 retained earnings Legal reserve Cash dividend Changes in equity of associates accounted for using equity method Net income in 2023 Other comprehensive income (loss) in 2023 Total comprehensive income (loss) Retirement of treasury share Increase (decrease) through changes in ownership interests in subsidiaries Increase (decrease) in non-controlling interests Balance as of 31 December, 2023 Difference between consideration given/received and carrying amount of interests in subsidiaries acquired through of disposed Disposal of euqity instrument investments measured at fair value through other comprehensive income Difference between consideration given/received and carrying amount of interests in subsidiaries acquired through of disposed Disposal of euqity instrument investments measured at fair value through other comprehensive income |
$3,828,149 - - - - - |
$6,086,155 - - 116 - - |
$328,134 177,599 - - - - |
$717,237 - - - - - |
$2,204,637 (177,599) (1,146,345) - 1,757,631 21,175 |
($821,558) - - - - 402,712 |
$570,034 - - - - (282,957) |
($413) - - - - - |
($16,507) - - - - - |
$12,895,868 - (1,146,345) 116 1,757,631 140,930 |
$215,134 - - (354) 273 76,040 |
$13,111,002 - (1,146,345) (238) 1,757,904 216,970 |
| - | - | - | - | 1,778,806 | 402,712 | (282,957) | - | - | 1,898,561 | 76,313 | 1,974,874 | |
| - - - - |
(69,414) 4 - - |
- - - - |
- - - - |
36,787 - - 420,435 |
- - - - |
- - - (420,435) |
- - - - |
- - - - |
(32,627) 4 - - |
120,672 (165,271) 1,047,164 - |
88,045 (165,267) 1,047,164 - |
|
| $3,828,149 | $6,016,861 | $505,733 | $717,237 | $3,116,721 | ($418,846) | ($133,358) | ($413) | ($16,507) | $13,615,577 | $1,293,658 | $14,909,235 | |
| $3,828,149 - - - - - |
$6,016,861 - - (663) - - |
$505,733 223,603 - - - - |
$717,237 - - - - - |
$3,116,721 (223,603) (1,146,345) - 820,782 (3,549) |
($418,846) - - - - (46,338) |
($133,358) - - - - 8,689 |
($413) - - - - - |
($16,507) - - - - - |
$13,615,577 - (1,146,345) (663) 820,782 (41,198) |
$1,293,658 - - - 192,169 9,934 |
$14,909,235 - (1,146,345) (663) 1,012,951 (31,264) |
|
| - | - | - | - | 817,233 | (46,338) | 8,689 | - | - | 779,584 | 202,103 | 981,687 | |
| (7,000) - - - - |
(9,507) - 447 - - |
- - - - - |
- - - - - |
- - (2) - 15,983 |
- - - - - |
- - - - (15,983) |
- - - - - |
16,507 - - - - |
- - 445 - - |
- 8,674 (385) (118,109) - |
- 8,674 60 (118,109) - |
|
| $3,821,149 | $6,007,138 | $729,336 | $717,237 | $2,579,987 | ($465,184) | ($140,652) | ($413) | $- | $13,248,598 | $1,385,941 | $14,634,539 | |
(The accompanying notes are an integral part of the consolidated financial statements.)
~ ~ 10
English Translation of Consolidated Financial Statements Originally Issued in Chinese PANJIT INTERNATIONAL INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended 31 December, 2023 and 2022
(Expressed in Thousand of New Taiwan Dollars)
| PANJIT INTERNATIONAL INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS For the years ended 31 December, 2023 and 2022 (Expressed in Thousand of New Taiwan Dollars) |
||
|---|---|---|
| Items | 2023 | 2022 |
| Amount | Amount | |
| Cash flows from operating activities: Net income before tax Adjustments to reconcile net income (loss) before tax to net cash provided by operating activities: Revenue and expenses Depreciation Amortization Expected credit losses (gains) Net (gain) of financial assets and liabilities at fair value through profit or loss Interest expense Interest revenue Dividend revenue Share of (profit) loss of associates accounted for using equity method (Gain) on disposal of property, plant and equipment Loss on disposal of investments (Gain) on disposal of investments accounted for under the equity method Reversal of impairment loss on non-financial assets Others-Loss on inventory valuation Others-other Subtotal Changes in operating assets and liabilities: Changes in operating assets: Financial assets at fair value through profit or loss, mandatorily measured at fair value Notes receivable Trade receivable Trade receivable-related parties Other receivables Other receivables-related parties Inventories Prepayments Other current assets Changes in operating liabilities: Contract liabilities Notes payable Trade payable Trade payable-related parties Other payables Other payables-related parties Other current liabilities Net defined benefit liabilities-non-current Total changes in operating assets and liabilities Cash inflow generated from operations Interest received Income tax (paid) Net cash provided by operating activities Cash flows from investing activities: Proceeds from disposal of financial assets at fair value through other comprehensive income Acquisition of financial assets at fair value through profit or loss Acquisition of investments accounted for under the equity method Proceeds from disposal of investments accounted for using equity method Net cash flow from acquisition of subsidiaries Acquisition of property, plant, and equipment Proceeds from disposal of property, plant and equipments Increase in refundable deposits Decrease in refundable deposits Acquisition of intangible assets Increase in other financial assets Decrease in other financial assets Increase in other non-current assets Increase in prepayments for equipments Dividends received Net cash flows (used in) by investing activities Cash flows from financing activities: Decrease in short-term loans Proceeds from long-term debt Payments of lease liabilities Increase in other non-current liabilities Decrease in other non-current liabilities Cash dividends paid Acquisition of ownership interests in subsidiaries Interest paid Change in non-controlling interests Net cash flows (used in) by financing activities Effect of exchange rate changes on cash and cash equivalents Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period |
$1,165,096 857,325 41,120 30,090 (132,139) 202,803 (171,995) (8,231) (104,849) (26,683) 7,955 - (692) 264,180 (27,789) 931,095 (240,422) (237,465) (85,520) 17,111 (29,137) 592 486,944 235,995 (7,880) (297) 30,835 (67,460) (4,791) (160,421) (713) 40,351 (6,966) (29,244) 2,066,947 171,995 (193,550) 2,045,392 21,361 (25,131) - - 1,143 (830,021) 30,635 - 168,785 (23,263) (2,065) - (13,435) (206,770) 129,210 (749,551) (71,369) 333,059 (72,726) 6,481 - (1,146,345) - (185,178) (114,804) (1,250,882) (1,650) 43,309 3,033,568 $3,076,877 |
$2,091,342 723,387 48,317 (9,311) (70,231) 138,090 (133,842) (15,555) (114,396) (73) - (72,787) (5,271) 332,083 (10,537) |
| 809,874 | ||
| 697,064 226,590 597,172 83,989 6,159 3,172 (1,375,857) (164,551) 152,577 (6,809) (149,679) (685,919) (127,182) (122,875) (2,653) 53,472 (14,977) |
||
| (830,307) | ||
| 2,070,909 133,842 (424,322) |
||
| 1,780,429 | ||
| 734,294 (39,074) (27,151) 97,750 (997,574) (1,248,453) 10,920 (96,196) - (32,051) - 9,325 (37,507) (694,560) 143,846 |
||
| (2,176,431) | ||
| (452,310) 1,884,954 (67,375) - (10,801) (1,146,345) (753) (123,906) (293,517) |
||
| (210,053) | ||
| 225,916 (380,139) 3,413,707 |
||
| $3,033,568 | ||
(The accompanying notes are an integral part of the consolidated financial statements.)
~ 11 ~
PANJIT INTERNATIONAL INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED 31 DECEMBER 2023 AND 2022
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
1. History and organization
PANJIT INTERNATIONAL INC. (the Company) was incorporated on 20 May 1986, under the Company Act of the Republic of China on Taiwan. The Company’s registered address is No. 24, Gangshan N. Rd., Gangshan Dist., Kaohsiung City. The principal activities of the Company are to manufacture, process, assemble and to import and export semiconductors. The Company also assembles, trades and transfers technological advancements of machinery parts. The Company also trades resins and paints for semiconductors.
The Company’s stock was officially listed for trading on the OTC market on December 22, 1999, and then listed on the Taiwan Stock Exchange on September 17, 2001.
2. Date and procedures of authorization of financial statements for issue
The consolidated financial statements of the Company and its subsidiaries (“the Group”) for the years ended 31 December 2023 and 2022 were authorized for issue by the Board of Directors on 8 March 2024.
3. Newly issued or revised standards and interpretations
- (1) Changes in accounting policies resulting from applying for the first time certain standards and amendments
The Group applied for the first time International Financial Reporting Standards, International Accounting Standards, and Interpretations issued, revised or amended which are recognized by Financial Supervisory Commission (“FSC”) and become effective for annual periods beginning on or after 1 January 2023. The adoption of these new standards and amendments had no material impact on the Group.
- (2) Standards or interpretations issued, revised or amended, by International Accounting Standards Board (“IASB”) which are endorsed by FSC, and not yet adopted by the Group as at the end of the reporting period are listed below.
| Items | New, Revised or Amended Standards and Interpretations | Effective Date issued byIASB |
|---|---|---|
| a | Classification of Liabilities as Current or Non-current Liabilities – Amendments to IAS 1 |
January 1, 2024 |
| b | Lease Liabilities in a Sale and Leasebacks – Amendment to IFRS 16 | January1,2024 |
| c | Non−current Liabilities with Contracts – Amendments to IAS 1 | January1,2024 |
| d | Supplier Finance Arrangements – Amendments to IAS 7 and IFRS 7 | January1,2024 |
- (a) Classification of Liabilities as Current or Non-current Liabilities - Amendments to IAS 1 This is based on the amendments to IAS 1 “Presentation of Financial Statements” The classification of liabilities in paragraphs 69 to 76 as current or non-current shall be corrected.
~12~
- (b) Lease Liabilities in a Sale and Leasebacks – Amendment to IFRS 16
The amendments add seller-lessee additional requirements for the sale and leaseback transactions in IFRS 16 “Leases”, thereby supporting the consistent application of the standard.
- (c) Non-current Liabilities with Contracts – Amendments to IAS 1
The amendment improved the information companies provide about long-erm debt with covenants. The amendment specify that covenants to be complied within twelve months after the reporting period do not affect the classification of debt as current or non-current at the end of the reporting period.
- (d) Supplier Finance Arrangements – Amendments to IAS 7 and IFRS 7
The amendments introduced additional information of supplier finance arrangements and added disclosure requirements for such arrangements.
The abovementioned standards and interpretations were issued by IASB and endorsed by FSC so that they are applicable for annual periods beginning on or after January 1, 2023. Have no material impact on the Group.
- (3) Standards or interpretations issued, revised or amended, by IASB which are not endorsed by FSC, and not yet adopted by the Group as at the end of the reporting period are listed below:
| Items | New, Revised or Amended Standards and Interpretations | Effective Date issued byIASB |
|---|---|---|
| 1 | IFRS 10 “Consolidated Financial Statements” and IAS 28 “Investments in Associates and Joint Ventures” — Sale or Contribution of Assets between an Investor and its Associate or Joint Ventures |
To be determined by IASB |
| 2 | IFRS 17 “Insurance Contracts” | 1 January2023 |
| 3 | Lack of Exchangeability—Amendments to IAS 21 | 1 January2025 |
- (a) IFRS 10 “Consolidated Financial Statements” and IAS 28 “Investments in Associates and Joint Ventures” — Sale or Contribution of Assets between an Investor and its Associate or Joint Ventures
The amendments address the inconsistency between the requirements in IFRS 10 Consolidated Financial Statements and IAS 28 Investments in Associates and Joint Ventures, in dealing with the loss of control of a subsidiary that is contributed to an associate or a joint venture. IAS 28 restricts gains and losses arising from contributions of non-monetary assets to an associate or a joint venture to the extent of the interest attributable to the other equity holders in the associate or joint ventures. IFRS 10 requires full profit or loss recognition on the loss of control of the subsidiary. IAS 28 was amended so that the gain or loss resulting from the sale or contribution of assets that constitute a business as defined in IFRS 3 between an investor and its associate or joint venture is recognized in full.
~13~
IFRS 10 was also amended so that the gains or loss resulting from the sale or contribution of a subsidiary that does not constitute a business as defined in IFRS 3 between an investor and its associate or joint venture is recognized only to the extent of the unrelated investors’ interests in the associate or joint venture.
- (b) IFRS 17 "Insurance Contracts"
IFRS 17 provides a comprehensive model for insurance contracts, covering all relevant accounting aspects (including recognition, measurement, presentation, and disclosure requirements). The core of IFRS 17 is the General (building block) Model, under this model, on initial recognition, an entity shall measure a group of insurance contracts at the total of the fulfilment cash flows and the contractual service margin. The carrying amount of a group of insurance contracts at the end of each reporting period shall be the sum of the liability for remaining coverage and the liability for incurred claims.
Other than the General Model, the standard also provides a specific adaptation for contracts with direct participation features (the Variable Fee Approach) and a simplified approach (Premium Allocation Approach) mainly for short-duration contracts.
IFRS 17 was issued in May 2017 and it was amended in 2020 and 2021. The amendments include deferral of the date of initial application of IFRS 17 by two years to annual beginning on or after January 1, 2023 (from the original effective date of January 1, 2021), provide additional transition reliefs, simplify some requirements to reduce the costs of applying IFRS 17 and revise some requirements to make the results easier to explain. IFRS 17 replaces an interim Standard - IFRS 4 Insurance Contracts - from annual reporting periods beginning on or after January 1, 2023.
- (c) Lack of Exchangeability-Amendments to IAS 21
These amendments specify whether a currency is exchangeable into another currency and, when it is not, to determining the exchange rate to use and the disclosures to provide. The amendments apply for annual reporting periods beginning on or after January 1, 2025.
The abovementioned standards and interpretations issued by IASB have not yet endorsed by FSC at the date when the Company’s financial statements were authorized for issue, and the local effective dates are to be determined by FSC. As the Company is still currently determining the potential impact of the standards and interpretations listed under (c), it is not practicable to estimate their impact on the Company at this point in time. The remaining new or amended standards and interpretations have no material impact on the Group.
4. Summary of significant accounting policies
- (1) Statement of Compliance
The consolidated financial statements of the Group for the years ended 31 December 2023 and 2022 have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers (“the Regulations”), IFRSs, IASs, IFRIC and SIC, which are endorsed by FSC (TIFRSs).
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- (2) Basis of Preparation
The consolidated financial statements have been prepared on a historical cost basis, except for financial instruments that have been measured at fair value. The consolidated financial statements are expressed in thousands of New Taiwan Dollars (“$”) unless otherwise stated.
- (3) Basis of consolidation
Preparation principle of consolidated financial statements
Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if and only if the Group has:
-
(a) power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee)
-
(b) exposure, or rights, to variable returns from its involvement with the investee, and
-
(c) the ability to use its power over the investee to affect its returns
When the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:
-
(a) the contractual arrangement with the other vote holders of the investee
-
(b) rights arising from other contractual arrangements
-
(c) the Group’s voting rights and potential voting rights
The Group re−assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control.
Subsidiaries are fully consolidated from the acquisition date, being the date on which the Company obtains control, and continue to be consolidated until the date that such control ceases. The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using uniform accounting policies. All intra-group balances, income and expenses, unrealized gains and losses and dividends resulting from intra-group transactions are eliminated in full.
A change in the ownership interest of a subsidiary, without a change of control, is accounted for as an equity transaction.
Total comprehensive income of the subsidiaries is attributed to the owners of the parent and to the noncontrolling interests even if this results in the non-controlling interests having a deficit balance.
~15~
If the Company loses control of a subsidiary, it:
-
(a) derecognizes the assets (including goodwill) and liabilities of the subsidiary;
-
(b) derecognizes the carrying amount of any non-controlling interest;
-
(c) recognizes the fair value of the consideration received;
-
(d) recognizes the fair value of any investment retained;
-
(e) recognizes any surplus or deficit in profit or loss; and
-
(f) reclassifies the parent’s share of components previously recognized in other comprehensive income to profit or loss.
The consolidated entities are listed as follows:
| Investor The Company The Company The Company The Company The Company The Company The Company PAN−JIT ASIA INTERNATIONAL INC. PAN−JIT ASIA INTERNATIONAL INC. |
Subsidiary PAN−JIT ASIA INTERNATIONAL INC. Pynmax Technology Co., Ltd. AIDE ENERGY EUROPE COӦPERATIE U.A. Champion Microelectronic Corp. (“CMC”) PANJIT JAPAN Inc. PAN−JIT INTERNATIONAL (H.K.) LTD. PANSTAR SEMICONDUCTOR CO., LTD. PAN−JIT INTERNATIONAL (H.K.) LTD. PAN JIT EUROPE GMBH |
Main businesses Investment holding Manufacture of electronic components and international trade business Investment holding Research and development, design and manufacture and technology consultation of power IC, field effect transistors and fast recovery diodes, international trade Sale of electronic products Sale of electronic products Manufacture of electronic components and international trade business Sale of electronic products Sale of electronic products |
Percentage of ownership (%) 31 Dec. 2023 31 Dec. 2022 100.00% 100.00% 94.64% 94.64% 100.00% 100.00% 30.00% 30.00% 50.00% (Note 2) − 100.00% (Note 3) − 50.00% (Note 4) − − (Note 3) 100.00% 100.00% 100.00% |
|---|---|---|---|
| 31 Dec. 2023 100.00% 94.64% 100.00% 30.00% 50.00% (Note 2) 100.00% (Note 3) 50.00% (Note 4) − (Note 3) 100.00% |
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| 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% |
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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.
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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.
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- (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.
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(f) Receivable payment - impairment loss estimation
The Group estimates the impairment loss of trade receivables at an amount equal to lifetime expected credit losses. The credit loss is the present value of the difference between the contractual cash flows that are due under the contract (carrying amount) and the cash flows that expects to receive (evaluate forward looking information). However, as the impact from the discounting of short-term receivables is not material, the credit loss is measured by the undiscounted cash flows. Where the actual future cash flows are lower than expected, a material impairment loss may arise. Please refer to Note 6 for more details.
(g) Inventories
Estimates of net realizable value of inventories take into consideration that inventories may be damaged, become wholly or partially obsolete, or their selling prices may decline. The estimates are based on the most reliable evidence available at the time the estimates are made. Please refer to Notes 6 for more details.
6. Description of major accounting subjects
- (1) Cash and cash equivalents
| Cash in hand Checking, demand deposit, and time deposit, etc. Total |
2023.12.31 | 2022.12.31 |
|---|---|---|
| $1,229 3,075,648 |
$1,020 3,032,548 |
|
| $3,076,877 | $3,033,568 |
- (2) Financial assets at fair value through profit or loss
| Mandatorily measured at fair value through profit or loss: Funds Stocks Notes and bills Convertible bonds Derivatives not designated as hedging instruments Forward exchange agreement and cross currency swap contracts Total Current Non-current Total |
2023.12.31 | 2022.12.31 |
|---|---|---|
| $2,021,951 1,400 1,341,809 18,397 4,225 |
$2,550,358 957 460,650 19,500 − |
|
| $3,387,782 | $3,031,465 |
|
| $3,325,793 61,989 |
$2,993,980 37,485 |
|
| $3,387,782 | $3,031,465 |
Financial assets at fair value through profit or loss were not pledged.
~43~
(3) Financial assets at fair value through other comprehensive income-Non-current
| Equity instrument investments measured at fair value through other comprehensive income - Non-current: Listed companies stocks Unlisted companies stocks Total |
2023.12.31 | 2022.12.31 |
|---|---|---|
| $155,411 337,837 |
$157,684 364,205 |
|
| $493,248 | $521,889 |
Financial assets at fair value through other comprehensive income were not pledged.
The Group’s dividend income related to equity instrument investments measured at fair value through other comprehensive income for the years ended 31 December 2023 and 2022 are as follow:
| Dividend recognized during the period | FY 2023 | FY 2022 |
|---|---|---|
| $8,204 | $14,727 |
In consideration of the Group’s investment strategy, the Group disposed, and derecognized partial equity instrument investments measured at fair value through other comprehensive income. Details on derecognition of such investments for the years ended 31 December 2023 and 2022 are as follow:
| The fair value of the investments at the date of derecognition The cumulative gain or loss on disposal reclassified from other equity to retained earnings |
FY 2023 | FY 2022 |
|---|---|---|
| $21,362 $205 |
$734,294 $420,435 |
(4) Financial assets measured at amortized cost - Non-current
| 2023.12.31 Financial products $27,511 Financial assets measured at amortized cost were not pledged. |
2023.12.31 | 2022.12.31 |
|---|---|---|
| $27,511 | $26,622 | |
- (5) Notes receivable
| Notes receivables arising from operating activities Less: loss allowance Total |
2023.12.31 $590,324 − $590,324 |
2022.12.31 |
|---|---|---|
| $352,859 − |
||
| $352,859 |
Notes receivable of the Group were not pledged.
The Group follows the requirement of IFRS 9 to assess the impairment. Please refer to Note 6.(20) for more details on loss allowance and Note 12 for details on credit risk management.
~44~
(6) Trade receivable and Trade receivable - related parties
| 2023.12.31 | 2022.12.31 | |
|---|---|---|
| Trade receivables | $4,952,624 | $4,866,504 |
| Less: loss allowance | (1,509,601) | (1,506,344) |
| Subtotal | 3,443,023 | 3,360,160 |
| Trade receivables-related parties | 39,589 | 56,700 |
| Total | $3,482,612 | $3,416,860 |
Trade receivables of the Group were not pledged.
Trade receivables are generally on 30 to 120 day terms. The total carrying amount as of 31 December 2023 and 31 December 2022 were NT$4,992,213 thousand and NT$4,923,204 thousand, respectively. Please refer to Note 6.(20) for more details on loss allowance of trade receivables for the years ended 31 December 2023 and 2022. Please refer to Note 12 for more details on credit risk management.
- (7) Inventories
| Raw material Work in process Finished goods Total |
2023.12.31 | 2022.12.31 |
|---|---|---|
| $1,405,539 402,994 1,198,447 |
$1,605,552 459,375 1,689,338 |
|
| $3,006,980 | $3,754,265 |
The cost of inventories recognized in expenses amounted to $9,499,258 thousand and $9,232,010 thousand for the years ended 31 December 2023 and 2022, respectively, including the valuation loss of inventories of $264,180 thousand and $332,083 thousand for the years ended 31 December 2023 and 2022, respectively.
No inventories were pledged.
- (8) Investments accounted for using the equity method
| 2023.12.31 | 2023.12.31 | 2022.12.31 | 2022.12.31 | |
|---|---|---|---|---|
| Investees | Carrying | Percentage of | Carrying | Percentage of |
| amount | ownership (%) | amount | ownership (%) | |
| Investments in associates: | ||||
| Zibo Micro Commercial Component Corp. | $133,044 | 18.86% | $147,300 | 18.86% |
| MILDEX OPTICAL INC. | 317,774 | 29.28% | 315,359 | 29.28% |
| Alltop Technology Co., Ltd. | 1,567,662 | 19.13% | 1,575,688 | 19.18% |
| $2,018,480 | $2,038,347 |
~45~
Information on material related enterprises to the Group:
Company Name: Alltop Technology Co., Ltd.
Nature of the relationship with the associate: ALLTOP TECHNOLOGY CO., LTD. is in the business of research and development, manufacturing and sale of connectors, primarily for servers, automotive and industrial application. Alltop’s future development strategy aligns with the Company’s targeted business areas. The Company invests in the company with an aim to integrate the resources of both companies, and expand business areas including servers, laptops, automotive, industrial and networking equipment. This is to create synergies between the two firms and to provide customers with more full-range products and services.
Fair value of the investment in the associate when there is a quoted market price for the investment: ALLTOP TECHNOLOGY CO., LTD. is a listed entity on the Taipei Exchange (TPEx). The fair value of the investment in ALLTOP TECHNOLOGY CO., LTD. accounted for using the equity method amounted to NT$2,172,482 thousand as of 31 December 2023.
Reconciliation of the associate’s summarized financial information presented to the carrying amount of the Company’s interest in the associate:
| Assets Liabilities Equity Proportion of the Company’s ownership Subtotal Goodwill Patents Others (Note) Carrying amount of investment |
2023.12.31 |
|---|---|
| $4,199,607 (1,589,754) |
|
| 2,609,853 19.13% |
|
| 499,265 988,226 53,418 26,753 |
|
| $1,567,662 |
(Note): The variance was because the conversion of the convertible bonds into common shares occurred after acquisition date.
| Operating revenue Profit of continuing operations Other comprehensive income (post-tax) Total comprehensive income |
FY 2023 | FY 2022 |
|---|---|---|
| $2,394,974 $689,697 ($139,042) $550,655 |
$2,309,878 $554,086 $32,613 $586,699 |
The Group’s investments in ZIBO MICRO COMMERCIAL COMPONENT CORP. are not individually material. The aggregate carrying amount of the Group’s interests in ZIBO MICRO COMMERCIAL COMPONENT CORP. is $133,044 thousand and $147,300 thousand as at ended 31 December 2023 and 2022, respectively. The aggregate financial information of the Group’s investments in associates is as follows:
~46~
| Profit (Loss) from continuing operations Other comprehensive income (post-tax) Total comprehensive income |
FY 2023 | FY 2022 |
|---|---|---|
| ($10,403) $− ($10,403) |
$899 $− $899 |
The Group’s investments in MILDEX OPTICAL INC. are not individually material. The aggregate carrying amount of the Group’s interests in MILDEX OPTICAL INC. is $317,774 thousand and $315,359 thousand as at 31 December 2023 and 2022, respectively. The aggregate financial information of the Group’s investments in associates is as follows:
| Profit from continuing operations Other comprehensive income (post-tax) Total comprehensive income |
FY 2023 $7,749 $6,045 $13,794 |
FY 2022 |
|---|---|---|
| $18,892 $47,164 $66,056 |
The associates had no contingent liabilities or capital commitments as at 31 December 2023 and 2022.
(9) Property, plant, and equipment
| Owner occupied property, plant and equipment Property, plant and equipment leased out under operating leases Total |
2023.12.31 | 2022.12.31 |
|---|---|---|
| $7,736,079 65,073 |
$7,329,947 81,346 |
|
| $7,801,152 | $7,411,293 |
~47~
I. Owner occupied property, plant and equipment
| Land Cost: As at 1 Jan. 2023 $581,768 Additions − Disposals − Transfers − Effect of changes in consolidated − Exchange differences (146) As at 31 Dec. 2023 $581,622 Depreciation and impairment: As at 1 Jan. 2023 $− Depreciation − Disposals − Impairment losses (reversal) − Transfers − Effect of changes in consolidated − Exchange differences − As at 31 Dec. 2023 $− Net carrying amount: December 31, 2023 $581,622 |
Land | Buildings | Machinery and equipment |
Transportation equipment |
Utilities equipment |
Office equipment |
Leasehold improvements |
Other equipment |
Construction in progress and equipment awaiting examination |
Total |
|---|---|---|---|---|---|---|---|---|---|---|
| $581,768 − − − − (146) |
$1,678,591 16,364 (390) 46,387 − (15,805) |
$10,114,852 250,368 (545,118) 426,443 − (57,247) |
$17,920 − (38) 1,474 − (270) |
$185,702 2,335 (721) − − − |
$157,386 5,016 (11,458) 2,506 − (665) |
$67,078 852 (5,104) 5,156 − 2,381 $70,363 ($41,516) (3,534) 5,004 − (4,669) − (1,424) ($46,139) $24,224 |
$1,613,863 64,830 (33,938) 46,938 907 (10,126) |
$1,964,143 273,040 − 54,483 − (601) |
$16,381,303 612,805 (596,767) 583,387 907 (82,479) |
|
| $581,622 | $1,725,147 | $10,189,298 | $19,086 |
$187,316 | $152,785 |
$1,682,474 | $2,291,065 |
$16,899,156 | ||
| ($741,757) (52,144) 390 − (2,042) − 8,964 |
($6,787,961) (557,518) 542,071 692 (1,857) − 26,872 |
($12,624) (1,621) 23 − (665) − 213 |
($165,538) (4,029) 721 − (21) − − |
($111,713) (15,138) 11,301 − − − 462 |
($1,190,247) (105,199) 33,305 − (116) (33) 8,271 |
$− − − − − − − |
($9,051,356) (739,183) 592,815 692 (9,370) (33) 43,358 |
|||
| $− | ($786,589) | ($6,777,701) | ($14,674) |
($168,867) | ($115,088) | ($1,254,019) | $− |
($9,163,077) | ||
| $581,622 | $938,558 |
$3,411,597 | $4,412 |
$18,449 |
$37,697 |
$428,455 | $2,291,065 |
$7,736,079 |
~48~
| Land | Buildings | Machinery and equipment |
Transportation equipment |
Utilities equipment |
Office equipment |
Leasehold improvements |
Other equipment |
Construction in progress and equipment awaiting examination |
Total |
|---|---|---|---|---|---|---|---|---|---|
| $576,743 − − − 4,784 241 |
$1,435,766 79,505 − 62,900 90,671 9,749 |
$8,561,243 750,780 (220,862) 899,767 95,679 28,245 |
$14,720 4,353 (1,378) − − 225 |
$173,271 2,865 (199) 9,765 − − |
$126,832 20,227 (3,352) 7,549 4,657 1,473 |
$88,588 626 (25,451) − (85) 3,400 |
$1,459,110 93,271 (22,524) 52,873 24,226 6,907 |
$1,423,209 502,388 − 38,205 − 341 |
$13,859,482 1,454,015 (273,766) 1,071,059 219,932 50,581 |
| $581,768 | $1,678,591 | $10,114,852 | $17,920 |
$185,702 | $157,386 | $67,078 |
$1,613,863 | $1,964,143 | $16,381,303 |
($656,881) (42,021) − − − (36,560) (6,295) |
($6,482,618) (442,241) 211,788 5,271 (1,593) (61,450) (17,118) |
($10,891) (1,839) 240 − − − (134) |
($162,440) (3,297) 199 − − − − |
($96,438) (14,286) 3,244 − 125 (2,994) (1,364) |
($60,504) (4,116) 25,451 − − (166) (2,181) |
($1,083,666) (102,955) 22,002 − − (20,200) (5,428) |
$− − − − − − − |
($8,553,438) (610,755) 262,924 5,271 (1,468) (121,370) (32,520) |
|
| $− | ($741,757) |
($6,787,961) | ($12,624) | ($165,538) | ($111,713) | ($41,516) | ($1,190,247) | $− | ($9,051,356) |
~49~
II. Property, plant and equipment leased out under operating leases
| Cost: January 1, 2023 Transfers Exchange differences December 31, 2023 Depreciation and impairment: January 1, 2023 Depreciation Transfers Exchange differences December 31, 2023 Cost: January 1, 2022 Effect of changes in consolidated Exchange differences December 31, 2022 Depreciation and impairment: January 1, 2022 Depreciation Effect of changes in consolidated Exchange differences December 31, 2022 Net carrying amount: December 31, 2023 December 31, 2022 |
Land | Buildings | Total |
|---|---|---|---|
| $50,515 − − |
$43,859 (21,173) (133) |
$94,374 (21,173) (133) |
|
| $50,515 | $22,553 | $73,068 | |
| $− − − − |
($13,028) (1,602) 6,594 41 |
($13,028) (1,602) 6,594 41 |
|
| $− | ($7,995) |
($7,995) | |
| $− 50,515 − |
$− 43,588 271 |
$− 94,103 271 |
|
| $50,515 | $43,859 | $94,374 | |
| $− − − − |
$− (937) (12,025) (66) |
$− (937) (12,025) (66) |
|
| $− | ($13,028) |
($13,028) | |
$50,515 |
$14,558 | $65,073 $81,346 |
|
| $50,515 | $30,831 |
Capitalized borrowing costs of construction in progress for the years ended 31 December 2023 and 2022 are both $0.
There are no property, plant and equipment under pledge.
~50~
(10) Intangible assets
Computer software Cost: As at 1 Jan. 2023 $174,304 Addition-acquired separately 11,333 Disposals (49,666) Exchange differences (267) As at 31 Dec. 2023 $135,704 As at 1 Jan. 2022 $156,146 Addition-acquired separately 25,619 Disposals (23,803) Transfers − Effect of changes in consolidated 15,510 Exchange differences 832 As at 31 Dec. 2022 $174,304 Amortization and impairment: As at 1 Jan. 2023 ($129,248) Amortisation (25,303) Disposals 49,666 Exchange differences 266 As at 31 Dec. 2023 ($104,619) As at 1 Jan. 2022 ($107,113) Amortisation (31,065) Derecognition 23,803 Effect of changes in consolidated (14,050) Exchange differences (823) As at 31 Dec. 2022 ($129,248) Net Carrying Amount: 2023.12.31 $31,085 2022.12.31 $45,056 |
Computer software |
Technical skills |
Other intangible assets |
Goodwill | Patents | Total |
|---|---|---|---|---|---|---|
$174,304 11,333 (49,666) (267) |
$445 − − (8) |
$167,102 11,930 − 3,831 |
$1,946,341 4,631 − (712) |
$62,227 − (300) − |
$2,350,419 27,894 (49,966) 2,844 |
|
| $135,704 | $437 |
$182,863 | $1,950,260 | $61,927 | $2,331,191 | |
| $156,146 25,619 (23,803) − 15,510 832 |
$− 444 − − − 1 |
$156,725 5,988 (1,645) 514 − 5,520 |
$576,744 1,385,480 (73,774) − − 57, 891 |
$− 61,927 − − 300 − |
$889,615 1,479,458 (99,222) 514 15,810 64,244 |
|
| $174,304 | $445 |
$167,102 | $1,946,341 | $62,227 | $2,350,419 | |
($107) (147) − 4 |
($95,504) (12,043) − (1,852) |
($458,430) − − 75 |
($5,772) (3,627) 300 − |
($689,061) (41,120) 49,966 (1,507) |
||
| ($104,619) | ($250) | ($109,399) | ($458,355) | ($9,099) | ($681,722) | |
| ($107,113) (31,065) 23,803 (14,050) (823) |
$− (107) − − − |
($82,573) (11,673) 1,645 − (2,903) |
($481,551) − 73,774 − (50,653) |
$− (5,472) − (300) − |
($671,237) (48,317) 99,222 (14,350) (54,379) |
|
| ($129,248) | ($107) |
($95,504) | ($458,430) |
($5,772) | ($689,061) | |
| $31,085 | $187 |
$73,464 |
$1,491,905 | $52,828 | $1,649,469 | |
| $45,056 | $338 |
$71,598 |
$1,487,911 | $56,455 | $1,661,358 |
~51~
Amortization expense of intangible assets under the statement of comprehensive income:
| Operating costs Operating expenses |
FY 2023 | FY 2022 |
|---|---|---|
| $12,288 | $14,551 | |
| $28,832 | $33,766 |
- (11) Impairment testing of goodwill
Goodwill acquired through business combinations have been allocated to two cash-generating units, which are also reportable and operating segments, for impairment testing as follows:
-
(a) Diodes
-
(b) Power IC and components
Carrying amount of goodwill allocated to each of the cash-generating units:
| Diode Power IC and components Goodwill |
2023.12.31 $106,425 1,385,480 $1,491,905 |
2022.12.31 |
|---|---|---|
| $102,431 1,385,480 |
||
| $1,487,911 |
Diodes
The impairment testing of goodwill was conducted for the cash-generating unit of diodes on 31 December 2023. This recoverable amount is $673,191 thousand, which has been determined based on a value in use calculation using cash flow projections from five-year financial budgets approved by management. The projected cash flows have been updated to reflect the change in demand for products. The pre-tax discount rate applied to cash flow projections in 2023 was between 12.60% and 13.08%, and the growth rate was the same as the long-term average growth rate for the industry. Based on the result of this analysis, management did not identify an impairment of goodwill which was allocated to this cash-generating unit.
Power IC and Components
The impairment testing of goodwill was conducted for the cash-generating unit of Power IC and components on 31 December 2023. This recoverable amount is $1,380,051 thousand, which has been determined based on a value in use calculation using cash flow projections from five-year financial budgets approved by management. The projected cash flows have been updated to reflect the change in demand for products. The pre-tax discount rate applied to cash flow projections in 2023 was 13.76%, and the growth rate was the same as the long-term average growth rate for the industry. Based on the result of this analysis, management did not identify an impairment of goodwill which was allocated to this cash-generating unit.
~52~
Key assumptions used in value-in-use calculations
Gross margins – Gross margins are based on operating results and further average values achieved in the years preceding the start of the budget period.
Discount rates – Discount rates reflect the current market assessment of the risks specific to each cash generating unit (including the time value of money and the risks specific to the asset for which the future cash flow estimates have not been adjusted). The discount rate was estimated based on the weighted average cost of capital (WACC) for the Group, taking into account the particular situations of the Group and its operating segments. The WACC includes both the cost of liabilities and cost of equities. The cost of equities is derived from the expected returns of the Group’s investors on capital, where the cost of liabilities is measured by the interest bearing loans that the Group has obligation to settle. Specific risk relating to the operating segments is accounted for by considering the individual beta factor which is evaluated annually and based on publicly available market information.
Growth rate estimates – Rates are based on published industry research.
Sensitivity to changes in assumptions
With regard to the assessment of value-in-use of the diodes, management believes that no reasonably possible change in any of the above key assumptions would cause the carrying value of the unit to materially exceed its recoverable amount.
(12) Short-term borrowings
Details of the short-term borrowings are as follows:
| Unsecured bank loans Interest rates Due date |
2023.12.31 | 2022.12.31 |
|---|---|---|
| $2,689,193 | $2,769,949 | |
| 1.60% ~ 6.51% 2024.01.12–2024.04.15 |
1.10% ~ 5.67% 2023.01.14–2023.09.22 |
The Group’s unused short-term lines of credits amount to NT$13,362,981 thousand and NT$10,916,631 thousand, as at 31 December 2023 and 2022, respectively.
(13) Notes payable − current
| Notes payable − current | ||
|---|---|---|
| Notes payables rising from operating activities | 2023.12.31 | 2022.12.31 |
| $636,740 | $605,905 |
~53~
(14) Long−term deferred revenue
| Long−term deferred revenue | ||
|---|---|---|
| Beginning balance Addition Recognized to the statement of comprehensive income Reclassification Exchange differences Ending Balance Asset related deferred income − non−current |
FY 2023 $98,807 − (36,247) − (994) $61,566 2023.12.31 $61,566 |
FY 2022 |
| $102,150 11,718 (16,299) 88 1,150 |
||
| $98,807 | ||
| 2022.12.31 | ||
| $98,807 |
Government grants have been received for the purchase of certain items of property, plant and equipment and land use right. There are no unfulfilled conditions or contingencies attached to these grants recognized to the statement of comprehensive income.
(15) Long−term borrowings
Details of long-term borrowings are as follows:
| etails of long-term borrowings are as follows: | ||
|---|---|---|
| Lenders Syndicated loans (A) Syndicated loans (B) Project finance (C) Project finance (D) Project finance (E) Project finance (F) Unsecured bank loans Subtotal (Less): Due within one year (Less): Unamortized cost of syndicated loan (Less): Deferred government grants Total Interest rates |
2023.12.31 |
2022.12.31 |
| $2,900,000 33,980 436,042 831,250 809,375 58,333 1,800,000 |
$3,700,000 32,720 585,541 900,000 1,050,000 78,333 200,000 |
|
| 6,868,980 (507,000) (3,558) (15,769) |
6,546,594 (478,875) (7,552) (26,426) |
|
| $6,342,653 | $6,033,741 |
|
| 1.40% ~ 4.74% | 1.27% ~ 2.84% |
(A)On 17 August 2021, the Company entered into a syndicated loan contract with 10 financial institutions and the amount of the loan facility was $4,200,000 thousand for a period of five years starting from the first day the facility is drawn. The facility must be drawn within three months from the execution date of the contract, otherwise the maturity of the said three-month period shall be deemed the first drawdown day. The extract of terms of the contract as following:
~54~
-
a. The total amount of the syndicated loan is NT$4,200,000 thousand.
-
b. Terms of the syndicated loan agreement:
-
i. Category 1: Medium-term loan up to $4,200,000 thousand, which can be used
- cyclically in accordance with this contract.
-
ii. Category 2: Commercial paper of $2,940,000 thousand, which can be used cyclically in accordance with this contract.
-
c. The total amount of category 1 and category 2 shall not exceed the total amount of the syndicated loan.
-
d. Terms of financial ratios
Within the contract period, the Company is required to calculate annually the financial ratios and agree with assigned threshold based on the figures from audited consolidated financial report.
- i. Current ratio (current asset / current liability): higher than 100%.
ii. Debt ratio (liability / equity): lower than 200%.
- iii. Interest coverage ratio
【(net profit before tax + interest expense + depreciation + amortization)/ interest expense】: higher than 2.5 times.
iv.Net worth: higher than NT$5,300,000 thousand or USD equivalent.
-
(B) On 16 June 2022, the subsidiary, PAN-JIT ASIA INTERNATIONAL INC., entered into a syndicated loan contract with 11 financial institutions and the amount of the loan facility was US$80,000 thousand for a period of five years starting from the first day the facility is drawn. The facility must be drawn within three months from the execution date of the contract, otherwise the maturity of the said three-month period shall be deemed the first drawdown day. The extract of terms of the contract are as followings:
-
a. Terms of the syndicated loan agreement:
The line of credit of the medium-term loan is US $80,000 thousand, which can be used as a revolving loan within the credit period.
Terms of financial ratios: Within the contract period, the Company should annually calculate the financial ratios and agree with the assigned figures based on the data from audited consolidated financial report.
- i. Current ratio (current asset / current liability): higher than 100%.
ii. Debt ratio (liability / equity): lower than 200%.
iii. Interest coverage ratio 【( net profit before tax + interest expense + depreciation +amortization ) / interest expense 】 : higher than 2.5 times.
iv. Total Equity: higher than $5,300,000 thousand.
Certain other non-current assets are pledged as first priority security for the secured syndicated loans, please refer to Notes 8 for more details.
~55~
- (C) On 9 September 2019, the Company entered into a credit agreement with Taishin International Bank in the amount of NT$600,000 thousand for the investment program for Welcome Overseas Taiwanese Businesses to return to invest in Taiwan. The related terms are as following:
| Credit line | Credit Period | Interest rate Repayment method In accordance with the two-year time deposit interest rate of Chunghwa Post Co., Ltd. plus/minus, and the actual interest rate shall not be lower than 1.4%. Three-year grace period. After the grace period expires, the principal shall be paid back in monthly equal installments. In accordance with the two-year time deposit interest rate of Chunghwa Post Co., Ltd. plus/minus, and the actual interest rate shall not be lower than 1.4%. Three-year grace period. After the grace period expires, the principal shall be paid back in monthly equal installments. |
|---|---|---|
| $400,000 $200,000 |
Seven years from the date of first drawdown Seven years from the date of first drawdown |
- (D) On 25 October 2019, the Company entered into a credit agreement with Chang HWA Bank in the amount of NT$900,000 thousand for the investment program for Welcome Overseas Taiwanese Businesses to return to invest in Taiwan. The related terms are as following:
| Credit line | Credit Period | Interest rate Repayment method In accordance with the two-year time deposit interest rate of Chunghwa Post Co., Ltd. plus/minus, and the actual interest rate shall not be lower than 1.4%. Three-year grace period. After the grace period expires, the principal shall be paid back in monthly equal installments. In accordance with the two- year time deposit interest rate of Chunghwa Post Co., Ltd. plus/minus, and the actual interest rate shall not be lower than 1.4%. Three-year grace period. After the grace period expires, the principal shall be paid back in monthly equal installments. |
|---|---|---|
| $600,000 $300,000 |
Seven years from the date of first drawdown Seven years from the date of first drawdown |
- (E) On 1 November 2019, the Company entered into a credit agreement with First Commercial Bank in the amount of NT$1,500,000 thousand for the investment program for Welcome Overseas Taiwanese Businesses to return to invest in Taiwan. The related terms are as following:
~56~
| Credit line | Credit Period | Interest rate Repayment method In accordance with the two-year time deposit interest rate of Chunghwa Post Co., Ltd. plus/minus, and the actual interest rate shall not be lower than 1.4%. Three-year grace period. After the grace period expires, the principal shall be paid back in monthly equal installments. In accordance with the two-year time deposit interest rate of Chunghwa Post Co., Ltd. plus/minus, and the actual interest rate shall not be lower than 1.4%. Three-year grace period. After the grace period expires, the principal shall be paid back in monthly equal installments. |
|---|---|---|
| $1,000,000 $500,000 |
Seven years from the date of first drawdown Seven years from the date of first drawdown |
- (F) On 21 November 2021, the Company entered into a credit agreement with Land Bank in the amount of NT$1,000,000 thousand for the investment program for Welcome Overseas Taiwanese Businesses to return to invest in Taiwan. The related terms are as following:
| Credit line | Credit Period Interest rate Repayment method Seven years from the date of first drawdown In accordance with the two- year time deposit interest rate of Chunghwa Post Co., Ltd. plus/minus, and the actual interest rate shall not be lower than 1.4%. Sole interests will be paid per month in the first two years. The principal shall be paid back in monthly equal installments, from the third year, and interest calculated based on the amount of principal monthly. Seven years from the date of first drawdown In accordance with the two- year time deposit interest rate of Chunghwa Post Co., Ltd. plus/minus, and the actual interest rate shall not be lower than 1.4%. Sole interests will be paid per month in the first two years. The principal shall be paid back in monthly equal installments, from the third year, and interest calculated based on the amount of principal monthly. |
|---|---|
| $700,000 $300,000 |
~57~
(16) Post-employment benefits
Defined contribution plan
The Company and its domestic subsidiaries adopt a defined contribution plan in accordance with the Labor Pension Act of the R.O.C. Under the Labor Pension Act, the Company and its domestic subsidiaries will make monthly contributions of no less than 6% of the employees’ monthly wages to the employees’ individual pension accounts. The Company and its domestic subsidiaries have made monthly contributions of 6% of each individual employee’s salaries or wages to employees’ pension accounts.
Subsidiaries located in the People’s Republic of China will contribute a certain percentage of employees’ salaries or wages as national pension insurance to the employees’ individual pension accounts in accordance with local regulations.
Pension benefits for employees of overseas subsidiaries and branches are provided in accordance with the local regulations.
Expenses under the defined contribution plan for the years ended 31 December 2023 and 2022 were $51,721 thousand and $50,801 thousand, respectively.
Defined benefit plan
The Company and its domestic subsidiaries adopt a defined benefit plan in accordance with the Labor Standards Act of the R.O.C. The pension benefits are disbursed based on the units of service years and the average salaries in the last month of the service year. Two units per year are awarded for the first 15 years of services while one unit per year is awarded after the completion of the 15th year. The total units shall not exceed 45 units. Under the Labor Standards Act, the Company and its domestic subsidiaries contribute an amount equivalent to 2% of the employees’ total salaries and wages on a monthly basis to the pension fund deposited at the Bank of Taiwan in the name of the administered pension fund committee. Before the end of each year, the Company and its domestic subsidiaries assess the balance in the designated labor pension fund. If the amount is inadequate to pay pensions calculated for workers retiring in the same year, the Company and its domestic subsidiaries will make up the difference in one appropriation before the end of March in the following year.
~58~
The Ministry of Labor is in charge of establishing and implementing the fund utilization plan in accordance with the Regulations for Revenues, Expenditures, Safeguard and Utilization of the Labor Retirement Fund. The pension fund is invested in-house or under mandate, based on a passiveaggressive investment strategy for long-term profitability. The Ministry of Labor establishes checks and risk management mechanism based on the assessment of risk factors including market risk, credit risk and liquidity risk, in order to maintain adequate manager flexibility to achieve targeted return without over-exposure of risk. With regard to utilization of the pension fund, the minimum earnings in the annual distributions on the final financial statement shall not be less than the earnings attainable from the amounts accrued from two-year time deposits with the interest rates offered by local banks. Treasury Funds can be used to cover the deficits after the approval of the competent authority. As the Company does not participate in the operation and management of the pension fund, no disclosure on the fair value of the plan assets categorized in different classes could be made in accordance with paragraph 142 of IAS 19. The Group expects to contribute $2,469 thousand to its defined benefit plan during the 12 months beginning after 31 December 2023.
The average duration of the defined benefits plan obligation as at 31 December 2023 and 2022, are 7 to 15 and 8 to 16 years, respectively.
The pension costs recognized in profit or loss for the years ended 31 December 2023 and 2022 are as follows:
| as follows: | ||
|---|---|---|
| Current period service costs Interest expense Total |
FY 2023 | FY 2022 |
| $1,449 856 |
$1,793 753 |
|
| $2,305 | $2,546 |
The current value of the defined benefit obligations and the fair value of the planned assets are adjusted as follows:
| adjusted as follows: | |||
|---|---|---|---|
| Defined benefit obligation Plan assets at fair value Other non-current liabilities – Defined benefit liabilities recognized on the consolidated balance sheets |
2023.12.31 | 2022.12.31 | 2022.01.01 |
| $166,978 (100,399) |
$161,469 (94,524) |
$193,097 (87,536) |
|
| $66,579 | $66,945 |
$105,561 |
~59~
Reconciliation of liability (asset) of the defined benefit plan is as follows:
| As at 1 Jan. 2022 Current period service costs Net interest expense (income) Past service cost and gains and losses arising from settlements Subtotal Remeasurements of the net defined benefit liability (asset): Actuarial gains and losses arising from changes in demographic assumptions Actuarial gains and losses arising from changes in financial assumptions Experience adjustments Remeasurements of the defined benefit asset Subtotal Payments from the plan Contributions by employer Effect of changes in foreign exchange rates As at 31 Dec. 2022 Current period service costs Net interest expense (income) Past service cost and gains and losses arising from settlements Subtotal Remeasurements of the net defined benefit liability (asset): Actuarial gains and losses arising from changes in demographic assumptions Actuarial gains and losses arising from changes in financial assumptions Experience adjustments Remeasurements of the defined benefit asset Subtotal Payments from the plan Contributions by employer Effect of changes in foreign exchange rates As at 31 Dec. 2023 |
Defined benefit obligation |
Fair value of plan assets |
Defined benefit liability (asset) |
|---|---|---|---|
| $193,097 1,793 1,379 − |
($87,536) − (626) − |
$105,561 1,793 753 − |
|
| 196,269 682 (10,819) (9,542) − |
(88,162) − − − (6,506) |
108,107 682 (10,819) (9,542) (6,506) |
|
| 176,590 | (94,668) |
81,922 | |
| (15,121) − − |
15,121 (14,977) − |
− (14,977) − |
|
| $161,469 1,449 2,101 − |
($94,524) − (1,245) − |
$66,945 1,449 856 − |
|
| 165,019 9,498 19,439 (24,231) − |
(95,769) − − − (411) |
69,250 9,498 19,439 (24,231) (411) |
|
| 169,725 | (96,180) |
73,545 | |
| (2,747) − − |
2,747 (6,966) − |
− (6,966) − |
|
| $166,978 | ($100,399) | $66,579 |
~60~
The following significant actuarial assumptions are used to determine the present value of the defined benefit obligation:
| defined benefit obligation: | ||
|---|---|---|
| Discount rate Expected rate of salary increases |
2023.12.31 | 2022.12.31 |
| 1.18% ~ 1.31% 1.50% ~ 3.00% |
1.26% ~ 1.49% 1.50% ~ 3.00% |
The sensitive analysis of each major actuarial assumption:
| Discount rate increase by 0.5% Discount rate decrease by 0.5% Future salary increase by 0.5% Future salary decrease by 0.5% |
Effect on the defined benefit obligation | Effect on the defined benefit obligation | Effect on the defined benefit obligation | Effect on the defined benefit obligation |
|---|---|---|---|---|
| 2023 | 2022 | |||
| Increase defined benefit obligation |
Decrease defined benefit obligation |
Increase defined benefit obligation |
Decrease defined benefit obligation |
|
| $− $8,882 $8,772 $− |
$4,716 $− $− $4,698 |
$− $8,857 $8,752 $− |
$5,961 $− $− $5,949 |
The sensitivity analyses above are based on a change in a significant assumption (for example: change in discount rate or future salary), keeping all other assumptions constant. The sensitivity analyses may not be representative of an actual change in the defined benefit obligation as it is unlikely that changes in assumptions would occur in isolation of one another.
There was no change in the methods and assumptions used in preparing the sensitivity analyses compared to the previous period.
(17)Equities
A. Common stock
As at 31 December 2023 and 2022, the Company’s authorized capital were $6,000,000 thousand, and issued capital were $3,821,149 thousand and $3,828,149 thousand, respectively each at a par value of NT$10. Each share has one voting right and a right to receive dividends.
On 25 October 2021, the Company issued 50,000 thousand units of Global Depository Shares ("GDS") on the Luxembourg Stock Exchange, each representing a unit of ordinary shares of the Company. And totals in new issuance of 50,000 thousand common stock shares, each unit of GDS was priced at USD3.02, equivalent to NT$84.5. Totals shares amounted to USD151,000 thousand. The rights and obligations of the new shares issued are the same as the original shares. As of December 31, 2023, there were no outstanding shares.
~61~
B.Capital surplus
| Capital surplus | ||
|---|---|---|
| Items | 2023.12.31 | 2022.12.31 |
| Additional paid-in capital Premium on convertible bonds Difference between consideration given/received and carrying amount of interests in subsidiaries acquired through of disposed Increase through changes in ownership interests in subsidiaries Share of changes in net assets of associates accounted and joint ventures for using the equity method Employee stock option Restricted stocks for employees Others Total |
$4,603,539 1,082,212 95,779 455 112,781 24,527 694 87,151 |
$4,611,840 1,083,418 95,779 8 113,444 24,527 694 87,151 |
| $6,007,138 | $6,016,861 |
According to the Company Act, the capital reserve shall not be used except for making good the deficit of the company. When a company incurs no loss, it may distribute the capital reserves related to the income derived from the issuance of new shares at a premium or income from endowments received by the company. The distribution could be made in cash or in the form of dividend shares to its shareholders in proportion to the number of shares being held by each of them.
- C. Treasury stock
On 09 May, 2023, the Company’s Board of Directors approved the cancellation of treasury shares and the record date on 22 May, 2023. The change of paid-in capital registration of 700 thousand treasury shares was on June 13, 2023.
As at 31 December, 2023 and 2022, the treasury stock held by the Company were $0 thousand and $16,507 thousand, and the number of treasury stock held by the Company were 0 thousand and 700 thousand shares, respectively.
D. Earnings distribution and dividend policy
According to the Company’s Articles of Incorporation, current year’s earnings, if any, shall be distributed in the following order:
-
a. Payment of all taxes and dues
-
b. Offset prior years’ operation losses
-
c. Set aside 10% of the remaining amount after deducting items (a) and (b) as legal reserve
-
d. Set aside or reverse special reserve in accordance with law and regulations
-
e. The distribution of the remaining portion, if any, will be recommended by the board of directors and resolved in the shareholders’ meeting.
~62~
According to the provision of Article 240-5 of the Company Act, the Company should authorize the distributable dividends and bonuses in whole or in part are paid in cash after a resolution has been adopted by a majority vote at a meeting of the board of directors attended by two-thirds of the total number of directors; and in addition thereto a report of such distribution is submitted to the shareholders’ meeting.
The policy of dividend distribution approved by the Board should reflect factors such as the operating planning, investment plan, capital budgets, the changes of inner and outer environment. The Company in capital-intensive industries are currently in the stage of expansion. Considering the Company’s need for future capital and the long-term financial planning; as well as the shareholders’ need for cash inflow, the principle of earning distribution:
The dividend to shareholders should be paid in the form of cash as priority, or in the form of share dividend. Additionally, at least 10% of the dividends must be paid in the form of cash.
According to the Company Act, the Company needs to set aside amount to legal reserve unless where such legal reserve amounts to the total authorized capital. The legal reserve can be used to make good the deficit of the Company. When the Company incurs no loss, it may distribute the portion of legal serve which exceeds 25% of the paid-in capital by issuing new shares or by cash in proportion to the number of shares being held by each of the shareholders.
According to the provision of Article 241 of the Company Act, the Company shall distribute the whole or a part of the statutory surplus reserve and capital surplus to shareholders in new shares or cash according to their shareholding percentage. When cash is distributed, a resolution adopted by a majority of the shareholders present who represent two-thirds or more of the total number of its outstanding shares of the company shall be required and reported to the shareholders meeting. When new shares are issued, it shall be submitted to the shareholders' meeting for approval before distribution.
When the Company distributing distributable earnings, it shall set aside to special reserve, an amount equal to “other net deductions from shareholders” equity for the current fiscal year, provided that if the company has already set aside special reserve according to the requirements for the adoption of IFRS, it shall set aside supplemental special reserve based on the difference between the amount already set aside and other net deductions from shareholders’ equity. For any subsequent reversal of other net deductions from shareholders’ equity, the amount reversed may be distributed from the special reserve.
The FSC on 31 March 2021 issued Order No. Financial-Supervisory-Securities-Corporate 1090150022, which sets out the following provisions for compliance:
On a public company's first-time adoption of the IFRS, for any unrealized revaluation gains and cumulative translation adjustments (gains) recorded to shareholders’ equity that the company elects to transfer to retained earnings by application of the exemption under IFRS 1, the company shall set aside special reserve. For any subsequent use, disposal or reclassification of related assets, the Company can reverse the special reserve by the proportion of the special reserve first appropriated and distribute it.
~63~
The special reserve upon first adoption amounted to $200,400 thousand as of 1 January 2023 and 2022. Because of unused, disposal or reclassification of related assets, there was no reversal from special reserve to unappropriated earnings during the years ended of 2023 and 2022. As of 31 December 2023 and 2022, the special reverse upon first adoption amounted to $200,400 thousand.
Details of the 2023 and 2022 earnings distribution and dividends per share as approved and resolved by the board of directors meeting on 8 March 2024 and shareholders’ meeting on 14 June 2023, are as follows:
| Legal reserve Common stock -cash dividend (Note) |
Appropriation of earnings | Appropriation of earnings | Dividendper | share(NT$) |
|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 $− $3.00 |
|
| $83,321 $458,538 |
$223,603 $1,146,345 |
$− $1.20 |
(Note)The Company resolved at the board of directors’ meeting held on 8 March 2024 and 10 March 2023 to distribute the dividends of 2023 and 2022 in form of cash.
Please refer to Note 6.(22) for further details on employees’ compensation and remuneration to directors.
E. Non-controlling interests
| Non-controlling interests | ||
|---|---|---|
| Beginning balance Profit (loss) attributable to non-controlling interests Other comprehensive income, attributable to non-controlling interests, net of tax: Exchange differences resulting from translating the financial statements of a foreign operation Unrealized gains or losses from equity instrument investments measured at fair value through other comprehensive income Remeasurements of defined benefits plans Difference between consideration given/received and carrying amount of interests in subsidiaries acquired through of disposed Share of changes of associates and joint ventures accounted for using the equity method Adjustments arising from changes in ownerships in subsidiaries Acquisition of additional interest in a subsidiary Cash dividends from subsidiaries Changes of non-controlling interests Ending balance |
FY 2023 1,293,658 192,169 9,239 734 (39) 8,674 − (385) − (84,550) (33,559) $1,385,941 |
FY 2022 |
$215,134 273 87,649 (12,040) 431 121,425 (354) (165,271) (753) (293,517) 1,340,681 |
||
| $1,293,658 |
~64~
(18) Share−based payment plan
Share-based payment plan for employees of the subsidiary
The subsidiary transferred 163 thousand treasury shares according to the Company’s rules of treasury share transfer for the years ended 31 December 2022, which were estimated at $2.72 per unit cost of compensation by using the Black-Scholes option valuation model. The cost of compensation recognized for the one-year period ended 31 December 2022 amounted to $444 thousand.
On 13 April 2022, the subsidiary was authorized by the board of directors to issue employee share options with a total number of 163 thousand units. Each unit entitles an optionee to subscribe for one share of the subsidiary’s common shares. Settlement upon the exercise of the options will be made through the transference of treasury shares by the subsidiary. The shares transferred by the subsidiary are not transferrable within the vesting period of two years since the delivery date.
The fair value of the share options is estimated at the grant date using Black-Scholes option valuation model, taking into account the terms and conditions upon which the share options were granted.
Details of the Group subsidiaries' employee stock option plan are as follows:
| Outstanding options as of 01 January Stock option granted in the current period Exercise of stock options in the current period Overdue and expired stock options in the current period Outstanding options as of December 31 Exercisable stock options on December 31 Weighted average fair value ($) of stock option granted in the current period |
2023.01.01~2023.12.31 | 2023.01.01~2023.12.31 | 2022.01.01~2022.12.31 | 2022.01.01~2022.12.31 |
|---|---|---|---|---|
| Quantity outstanding (Unit: thousand) |
Weighted average Exercise price (NT$) |
Quantity outstanding (Unit: thousand) |
Weighted average Exercise price (NT$) |
|
| − − − − |
$− $− $− |
− 163 − (163) |
$− $56.72 $− |
|
| − | − | |||
| − $− |
− $9,245,360 |
~65~
Outstanding Information on the aforementioned share-based payment plans as of December 31, 2023 is shown in the table below:
| 2023 is shown in the table below: | ||
|---|---|---|
Outstanding stock options as of December 31, 2023 Outstanding stock options as of December 31, 2022 |
Range of exerciseprice | Weighted average remainingduration(years) |
| $− $56.72 |
− − |
(19) Operating revenue
| Revenue from contracts with customers Sale of goods Other operating revenue Total |
FY 2023 | FY 2022 |
|---|---|---|
| $12,704,188 3,131 |
$13,224,258 3,589 |
|
| $12,707,319 | $13,227,847 |
Analysis of revenue from contracts with customers during the years ended 31 December 2023 and 2022 are as follows:
A. Disaggregation of revenue
For the year ended 31 December 2023:
| Sales of goods | Diodes | Power IC and components |
Solar |
Other | Total |
|---|---|---|---|---|---|
| $11,432,853 | $1,071,885 |
$202,581 |
$− |
$12,707,319 |
For the year ended 31 December 2022:
| Sales of goods | Diodes | Power IC and components |
Solar $188,287 |
Other | Total |
|---|---|---|---|---|---|
| $12,811,874 | $227,627 |
$59 |
$13,227,847 |
B. Contract balances
| Contract liabilities−current Sales of goods |
2023.12.31 | 2022.12.31 |
|---|---|---|
| $9,744 | $10,041 |
The changes in the balance of contract liabilities of the Group in 2023 and 2022 were due to the fact that some of the performance obligations have been satisfied to be reclassified to increase in revenue or increase in advance receipts.
~66~
(20) Expected credit impairment gains (losses)
| Operation expense-Expected credit gains (losses) Trade receivables Non−operating income and expenses − Expected credit gains (losses) Other receivables Total |
FY 2023 | FY 2022 |
|---|---|---|
| ($4,723) (25,367) |
$9,311 − |
|
| ($30,090) | $9,311 |
Please refer to Note 12 for more details on credit risk management.
The Group measures the loss allowance of its trade receivables (including note receivables and trade receivables) at an amount equal to lifetime expected credit losses. The assessment of the Group’s loss allowance as at 31 December 2023 and 2022 are as follows:
The Group considers the grouping of trade receivables by counterparties’ credit rating, by geographical region and by industry sector, and its loss allowance is measure by using a provision matrix, details as follows:
As at 31 Dec. 2023
| As at 31 Dec. 2023 | ||||||
|---|---|---|---|---|---|---|
| Gross carrying amount Loss rate Lifetime expected credit losses Total As at 31 Dec. 2022 Gross carrying amount Loss rate Lifetime expected credit losses Total |
1-90 days(Note) |
91-180 days |
181-270 days |
271-360 days |
Over 361 days |
Total |
| $3,675,613 − |
$417,337 8.43% |
$18,792 20.00% |
$289 50.17% |
$1,470,506 100.00% |
$5,582,537 (1,509,601) |
|
− |
(35,192) |
(3,758) | (145) | (1,470,506) | ||
| $3,675,613 | $382,145 | $15,034 | $144 |
$− |
$4,072,936 |
|
| 1-90 days(Note) |
91-180 days |
181-270 days |
271-360 days |
Over 361 days |
Total | |
| $3,383,699 − |
$410,581 8.20% |
$10,566 14.19% |
$130 62.31% |
$1,471,087 100.00% |
$5,276,063 (1,506,344) |
|
| − | (33,677) |
(1,499) | (81) | (1,471,087) | ||
| $3,383,699 | $376,904 | $9,067 | $49 |
$− |
$3,769,719 |
(Note) The Group’s note receivables are not overdue.
~67~
The movement in the provision of impairment of trade receivables and other receivables during the years ended 31 Dec. 2023 and 2022 are as follows:
| As at 1 Jan. 2023 Additional/(reversal) for the current period Effect of changes in exchange rate As at 31 Dec. 2023 As at 1 Jan. 2022 Additional/(reversal) for the current period Write off Effect of changes in consolidated Effect of changes in exchange rate As at 31 Dec. 2022 |
Trade receivable | Other receivables |
|---|---|---|
| $1,506,344 4,723 (1,466) |
$1,146 25,367 (331) |
|
| $1,509,601 | $26,182 | |
| $1,413,581 (9,311) (4,540) (34,664) 141,278 |
$1,129 − − − 17 |
|
| $1,506,344 | $1,146 |
- (21) Lease
A. Group as a lessee
The Group leases various properties, including real estate such as land and buildings, machinery and equipment, transportation equipment and other equipment. The lease terms range from 2 to 50 years.
The Group’s leases effect on the financial position, financial performance and cash flows are as follow:
(A) Amounts recognized in the balance sheet
a.Right-of-use assets
The carrying amount of right-of-use assets
| Land Buildings Transportation equipment Other equipment Total |
2023.12.31 $76,826 193,585 1,775 952,148 $1,224,334 |
2022.12.31 |
|---|---|---|
| $81,273 225,467 3,230 986,206 |
||
| $1,296,176 |
~68~
b. Lease liabilities
| ase liabilities | ||
|---|---|---|
| Current Non−current Total |
2023.12.31 | 2022.12.31 |
| $51,245 281,270 |
$52,735 321,641 |
|
| $332,515 | $374,376 |
Please refer to Note 6.(23)(D) for the interest on lease liabilities recognized during the years ended 31 December 2023 and 2022 and refer to Note 12.(5) Liquidity Risk Management for the maturity analysis for lease liabilities as of 31 December 2023 and 2022.
(B) Amounts recognized in the statement of profit or loss
Depreciation of right−of−use assets
| Depreciation of right−of−use assets | ||
|---|---|---|
| Land Buildings Transportation equipment Other equipment Total |
For theyears ended 31 December | |
| 2023 $3,211 40,528 1,374 71,427 $116,540 |
2022 | |
| $3,003 41,204 1,013 66,475 |
||
| $111,695 |
(C) Income and costs relating to leasing activities
| Income and costs relating to leasing activities | ||
|---|---|---|
| The expenses relating to short-term leases The expenses relating to leases of low-value assets (Not including the expenses relating to short-term leases of low-value assets) The expenses relating to variable lease payments not included in the measurement of lease liabilities Income from subleasing right-of-use assets |
For theyears ended 31 December 2023 2022 $13,691 $11,105 $372 $564 $18 $108 $1,816 $1,548 |
|
| 2022 | ||
| $11,105 $564 $108 $1,548 |
(D) Cash outflow relating to leasing activities
During the years ended 31 December 2023 and 2022, the Group’s total cash outflows for leases amounting to $72,726 thousand and $67,375 thousand, respectively.
- (E) Other information relating to leasing activities
Extension and termination options
Some of the Group’s property rental agreement contain extension and termination options. In determining the lease terms, the non-cancellable period for which the Group has the right to use an underlying asset, together with both periods covered by an option to extend the lease if the Group is reasonably certain to exercise that option and periods covered by an option to terminate the lease if the Group is reasonably certain not to exercise that option. These options are used to maximize operational flexibility in terms of managing contracts. The majority of extension and termination options held are exercisable only by the Group.
~69~
After the commencement date, the Group reassesses the lease term upon the occurrence of a significant event or a significant change in circumstances that is within the control of the lessee and affects whether the Group is reasonably certain to exercise an option not previously included in its determination of the lease term, or not to exercise an option previously included in its determination of the lease term.
(22) Summary statement of employee benefits, depreciation and amortization expenses by function:
| Function Nature |
For theyear ended 31 December 2023 |
For theyear ended 31 December 2023 |
For theyear ended 31 December 2023 |
For theyear ended 31 December 2022 | For theyear ended 31 December 2022 | For theyear ended 31 December 2022 |
|---|---|---|---|---|---|---|
| Operating costs |
Operating expenses |
Total amount |
Operating costs |
Operating expenses |
Total amount |
|
| Employee benefit expense | ||||||
| Salaries | $959,425 | $1,108,452 | $2,067,877 | $1,029,235 | $1,206,231 | $2,235,466 |
| Labor and health insurance | $133,124 |
$91,600 | $224,724 | $141,289 | $80,859 | $222,148 |
| Pension | $28,385 | $25,641 | $54,026 | $30,641 | $22,706 | $53,347 |
| Other employee benefit expense |
$67,311 | $42,470 | $109,781 | $76,412 | $44,644 | $121,056 |
| Depreciation | $685,084 | $172,241 | $857,325 | $573,715 | $149,672 | $723,387 |
| Amortization | $12,288 | $28,832 | $41,120 | $14,551 | $33,766 | $48,317 |
According to the Company’s Articles of Incorporation, at least 6% of profit of the current year is distributable as employees’ compensation and no higher than 2% of profit of the current year is distributable as remuneration to directors. However, the Company's accumulated losses shall have been covered.
According to Article 235-1 of the Company Act, the Company may, by a resolution adopted by a majority vote at a meeting of board of directors attended by two-thirds of the total number of directors, have the profit distributable as employees’ compensation in the form of shares or in cash; and in addition thereto a report of such distribution is submitted to the shareholders’ meeting. Information on the Board of Directors’ resolution regarding the employees’ compensation and remuneration to directors and supervisors can be obtained from the “Market Observation Post System” on the website of the TWSE.
Based on the profit of the year ended 31 Dec. 2023, the Company estimated the amounts of the employees’ compensation and remuneration to directors for the year ended 31 December 2023 to be 6.5% of profit of current year and 1.69% of profit of current year, respectively, recognized the amount of $63,400 thousand and $16,495 thousand. Employees’ compensation and remuneration to directors for the years ended 31 Dec. 2022 amount of $137,375 thousand and $35,000 thousand, respectively, recognized as employee benefits expense. If the Board of Directors resolves to distribute employee compensation through stock, the number of stocks distributed is calculated based on total employee compensation divided by the closing price of the day before the Board of Directors meeting. If the estimated amounts differ from the actual distribution resolved by the Board of Directors, the Company will recognize the change as an adjustment in the profit of loss in the subsequent period.
~70~
A resolution was passed at the board meeting on 8 March 2024 to distribute dividend in cash in the amount of $63,400 thousand and $16,495 thousand for the year ended 2023, and of $137,375 thousand and $35,000 thousand for the year ended 2022 as employees’ compensation and remuneration to directors and supervisors, respectively. No material differences existed between the estimated amount and the actual distribution of the employee compensation and remuneration to directors for the years ended 2023 and 2022.
(23) Non−operating income and expenses
A. Interest income
| Interest income | ||
|---|---|---|
| Financial asset measured at amortized cost Other income Rental income Dividend income Others Total |
For theyears ended 31 December | |
| 2023 | 2022 | |
| $171,995 | $133,842 | |
| For theyears ended 31 December | ||
| 2023 | 2022 | |
| $5,107 8,231 135,109 |
$3,692 15,555 89,535 |
|
| $148,447 | $108,782 |
B. Other income
C. Other gains and losses
| Other gains and losses | ||
|---|---|---|
| Gains(Losses) on disposal of property, plant and equipment Gains (Losses) on disposal of investments Gains on lease modification Foreign exchange gains, net Impairment gains(losses) Gains on financial assets / financial liabilities at fair value through profit or loss (Note) Others Total |
For theyears ended 31 December | |
| 2023 | 2022 | |
$26,683 (7,955) 176 (14,026) 692 132,139 (3,468) |
$73 72,787 49 160,010 5,271 70,231 (67,082) |
|
| $134,241 | $241,339 |
(Note) Balances were arising from financial assets and financial liabilities mandatorily measured at fair value through profit or loss.
~71~
D. Financial costs
| Financial costs | ||
|---|---|---|
| Interest on borrowings from bank Interest on lease liabilities Total |
For theyears ended 31 December | |
| 2023 | 2022 | |
| ($183,206) (19,597) |
($121,572) (16,518) |
|
| ($202,803) | ($138,090) |
(24) Other comprehensive income components
For the year ended 31 December 2023
| Not to be reclassified to profit or loss in subsequent periods: Remeasurements of defined benefit plans Unrealized gains or losses from equity instrument investments measured at fair value through other comprehensive income To be reclassified to profit or loss in subsequent periods: Exchange differences resulting from translating the financial statements of a foreign operation Total of other comprehensive income Not to be reclassified to profit or loss in subsequent periods: Remeasurements of defined benefit plans Unrealized gains or losses from equity instrument investments measured at fair value through other comprehensive income To be reclassified to profit or loss in subsequent periods: Exchange differences resulting from translating the financial statements of a foreign operation Total of other comprehensive income |
Not to be reclassified to profit or loss in subsequent periods: Remeasurements of defined benefit plans Unrealized gains or losses from equity instrument investments measured at fair value through other comprehensive income To be reclassified to profit or loss in subsequent periods: Exchange differences resulting from translating the financial statements of a foreign operation Total of other comprehensive income Not to be reclassified to profit or loss in subsequent periods: Remeasurements of defined benefit plans Unrealized gains or losses from equity instrument investments measured at fair value through other comprehensive income To be reclassified to profit or loss in subsequent periods: Exchange differences resulting from translating the financial statements of a foreign operation Total of other comprehensive income |
Arising during the period |
Reclassification adjustments during the period |
Other comprehensive income, before tax |
Income tax relating to components of other comprehensive income |
Other comprehensive income, net of tax ($3,587) 9,423 (37,100) ($31,264) |
|---|---|---|---|---|---|---|
| ($4,446) 9,991 (46,247) |
$− − − |
($4,446) 9,991 (46,247) |
$859 (568) 9,147 |
|||
| ($40,702) | $− | ($40,702) | $9,438 | |||
| For theyear ended 31 December 2022 | ||||||
| Arising during the period |
Reclassification adjustments during the period |
Other comprehensive income, before tax $26,842 (293,286) 583,547 $317,103 |
Income tax relating to components of other comprehensive income ($5,237) (1,711) (93,185) ($100,133) |
Other comprehensive income, net of tax |
||
| $26,842 (293,286) 583,547 |
$− − − |
$21,605 (294,997) 490,362 |
||||
| $317,103 | $− | $216,970 |
~72~
(25) Income tax
A. Income tax expense (income) recognized in profit or loss
| Current income tax expense: Current income tax charge Adjustments in respect of current income tax of prior periods Deferred tax (income) expense: Deferred tax (income) expense relating to origination and reversal of temporary differences Others Total income tax expense |
For theyears ended 31 December | For theyears ended 31 December |
|---|---|---|
| 2023 | 2022 | |
| $204,217 (24,117) (28,391) 436 |
$366,380 (15,476) (17,177) (289) |
|
| $152,145 | $333,438 |
- B. Income tax relating to components of other comprehensive income
Deferred tax expense (income): Remeasurements of defined benefit plans Unrealized gains or losses from financial assets measured at fair value through other comprehensive income Exchange differences resulting from translating the financial statements of a foreign operation Income tax expense(income) relating to components of other comprehensive income |
For theyears ended 31 December | For theyears ended 31 December |
|---|---|---|
| 2023 | 2022 | |
| ($859) 568 (9,147) |
$5,237 1,711 93,185 |
|
| ($9,438) | $100,133 |
- C. Reconciliation between tax expense and the product of accounting profit multiplied by applicable tax rates is as follows:
| tax rates is as follows: | ||
|---|---|---|
Accounting profit before tax from continuing operations Tax at the domestic rates applicable to profits in the country concerned Tax effect of revenues exempt from taxation Tax effect of expenses not deductible for tax purposes Tax effect of deferred tax assets/liabilities Income tax on undistributed surplus Minimum tax amount to be levied Adjustments in respect of current income tax of prior periods Others Total income tax expense recognized in profit or loss |
For theyears ended 31 December | |
| 2023 | 2023 | |
| $1,165,096 | $2,091,342 | |
| $286,931 (33,889) 1,910 (67,797) 19,254 2 (24,117) (30,149) |
$492,932 (79,999) 17,803 (130,543) 269 − (15,476) 48,452 |
|
| $152,145 | $333,438 |
~73~
D. Deferred tax assets (liabilities) relate to the following:
For the year ended 31 December 2023:
| Temporary difference Allowance for bad debts Allowance for losses on inventory Unrealized exchange gains (losses) Share of profit (loss) of subsidiaries accounted for using the equity method Changes in ownership interests of subsidiaries for using equity method Exchange differences resulting from translating the financial statements of a foreign operation Depreciation difference for tax purpose Pension cost Impairment losses Financial assets measured at fair value through other comprehensive income Others Deferred tax (expense)/ income Net deferred tax assets/(liabilities) Reflected in balance sheet as follows: Deferred tax assets Deferred tax liabilities |
Beginning balance as at 1 Jan. 2023 |
Deferred tax income (expense) recognized in profit or loss |
Deferred tax income (expense) recognized in other comprehensive income |
Effect of changes in consolidated |
Exchange differences |
Ending balance as at 31 Dec. 2023 |
|---|---|---|---|---|---|---|
| $1,313 107,757 (4,916) 58,771 (71,015) 64,580 (3,426) 13,142 57,920 1,573 33,049 |
$193 44,648 10,296 (13,935) − − 603 (686) (51) − (12,677) |
$− − − − − 9,147 − 859 15 (583) − |
$− − − − − − − − − − (189) |
($25) (161) 1 1 − 1 55 1 (63) 71 188 |
$1,481 152,244 5,381 44,837 (71,015) 73,728 (2,768) 13,316 57,821 1,061 20,371 |
|
| $258,748 | $28,391 | $9,438 |
($189) |
$69 | $296,457 |
|
$350,643 |
$379,346 | |||||
| ($91,895) | ($82,889) |
~74~
For the year ended 31 December 2022:
| Temporary differences Allowance for bad debts Allowance for losses on inventory Unrealized exchange gains (losses) Share of profit (loss) of subsidiaries accounted for using the equity method Changes in ownership interests of subsidiaries for using equity method Exchange differences resulting from translating the financial statements of a foreign operation Depreciation difference for tax purpose Pension cost Impairment losses Financial assets measured at fair value through other comprehensive income Others Deferred tax (expense)/ income Net deferred tax assets/(liabilities) Reflected in balance sheet as follows: Deferred tax assets Deferred tax liabilities |
Beginning balance as at 1 Jan. 2022 |
Deferred tax income (expense) recognized in profit or loss |
Deferred tax income (expense) recognized in other comprehensive income |
Effect of changes in consolidated |
Exchange differences |
Ending balance as at 31 Dec. 2022 |
|---|---|---|---|---|---|---|
$1,436 47,416 (6,610) 73,265 (71,015) 154,135 (472) 21,112 10,246 4,920 55,052 |
($144) 60,302 1,694 (14,494) − 3,631 (2,956) (2,733) (3,927) (1,637) (22,559) |
$− − − − − (93,185) − (5,237) − (1,711) − |
$− − − − − − − − 51,553 − (1,113) |
$21 39 − − − (1) 2 − 48 1 1,669 |
$1,313 107,757 (4,916) 58,771 (71,015) 64,580 (3,426) 13,142 57,920 1,573 33,049 |
|
$289,485 |
($17,177) | ($100,133) | $50,440 | $1,779 |
$258,748 | |
| $367,714 | $350,643 | |||||
| ($78,229) | ($91,895) |
E. The following table contains information of the unused tax losses of the Group:
(i). Aide Energy (Cayman) Holding Co., Ltd. Taiwan Branch
| Year | Tax losses for theperiod | Unused tax losses as at | Unused tax losses as at | Expiration year |
|---|---|---|---|---|
31 Dec. 2023 |
31 Dec. 2022 | |||
| 2012 2013 2014 2015 2016 2017 2022 |
42,967 15,965 30,253 25,606 680 4,705 1,037 |
$− 15,965 30,253 25,606 680 4,705 1,037 |
$42,967 15,965 30,253 25,606 680 4,705 − |
2022 2023 2024 2025 2026 2027 2032 |
| $78,246 | $120,176 |
~75~
(ii).Jiangsu Aide Solar Energy Technology Co., Ltd.
| Year | Tax losses for the period(in RMB$) |
Unused tax losses as at | Unused tax losses as at | Expirationyear |
|---|---|---|---|---|
| 31 Dec. 2023 | 31 Dec. 2022 |
|||
| 2018 2019 2020 2021 2022 |
20,249 165,678 797 12,827 3,039 |
$87,616 716,887 3,450 55,504 13,151 |
$89,256 730,307 3,514 56,543 − |
2023 2024 2025 2026 2027 |
| $876,608 | $879,620 |
- F. Unrecognized deferred tax assets
As of 31 December 2023 and 2022, deferred tax assets that have not been recognized amounted to $349,159 thousand and $205,928 thousand, respectively.
G. The assessment of income tax returns
As of 31 December 2023, the assessment of the income tax returns of the Company and its subsidiaries is as follows:
| subsidiaries is as follows: | |
|---|---|
| The assessment of income tax returns | |
| The Company | Assessed and approved up to 2019 |
| Pynmax Technology Co., Ltd. | Assessed and approved up to 2021 |
| Aide Energy (Cayman) Holding Co., Ltd. Taiwan Branch | Assessed and approved up to 2021 |
| Champion Microelectronic Corp. | Assessed and approved up to 2021 |
- (26) Earnings per share
Basic earnings per share amounts are calculated by dividing net profit for the year attributable to ordinary equity holders of the parent entity by the weighted average number of ordinary shares outstanding during the year.
Diluted earnings per share amounts are calculated by dividing the net profit attributable to ordinary equity holders of the parent entity (after adjusting for interest on the convertible preference shares) by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares.
| A. Basic earnings per share Profit attributable to ordinary equity holders of the Company (in thousand NT$) Weighted average number of ordinary shares outstanding for basic earnings per share (in thousand) Basic earnings per share (NT$) |
For theyears ended 31 December | For theyears ended 31 December |
|---|---|---|
| 2023 $820,782 382,115 $2.15 |
2022 | |
| $1,757,631 | ||
| 382,115 | ||
| $4.60 |
~76~
For the years ended 31 December
| B.Diluted earnings per share Profit attributable to ordinary equity holders of the Company and effect of potential common shares (in thousand NT$) Weighted average number of ordinary shares outstanding for basic earnings per share (in thousand) Effect of dilution Employee compensation -stock (in thousands)Weighted average number of ordinary shares outstanding after dilution (in thousand) Diluted earnings per share (NT$) |
2023 $820,782 382,115 1,316 383,431 $2.14 |
2022 |
|---|---|---|
| $1,757,631 | ||
| 382,115 2,737 |
||
| 384,852 | ||
| $4.57 |
There have been no other transactions involving ordinary shares or potential ordinary shares between the reporting date and the date of completion of the financial statements authorized for issue.
- (27) Business combinations
Acquisition of PANSTAR SEMICONDUCTOR CO., LTD.
Panstar Semiconductor Co., Ltd.'s main business is IC design and development. The Group acquired Panstar Semiconductor for reasons of resource integration and strategic cooperation.
The Group has elected to measure the non−controlling interest in Panstar Semiconductor Co., Ltd. at the relative share of the recognized amount of identifiable net assets.
The fair values of the identifiable assets and liabilities of Panstar Semiconductor Co., Ltd. at the acquisition date were as follows:
| te were as follows: | |
|---|---|
| Assets Liabilities Equity Percentage of ownership Subtotal Goodwill Purchase consideration |
Fair value recognized on the acquisition date |
| $13,789 (3,051) |
|
| 10,738 50% |
|
| 5,369 4,631 |
|
| $10,000 |
~77~
The goodwill of $4,631 thousand comprises the value of expected synergies arising from the acquisition and a customer list, which is not separately recognized. Due to the contractual terms imposed on acquisition, the customer list is not separable and therefore does not meet the criteria for recognition as an intangible asset under IAS 38 Intangible Assets. The goodwill recognized is expected to be fully deductible for income tax purposes.
Acquisition of Champion Microelectronic Corp.
CMC is a power management IC supplier. Its products include power IC, power modules, field effect transistors, and fast recovery diodes. The Group acquired CMC based on expansion of product portfolio, resource integration, and other strategic alliance reasons.
The Group has elected to measure the non-controlling interest in the acquiree at the related shares of the recognized amount of identifiable assets.
The fair value of the identifiable assets and liabilities of Champion Microelectronic Corp. as at the date of acquisition were
| uisition were | |
|---|---|
| Assets Liabilities Equity Percentage of ownership Subtotal Goodwill Patents Purchase consideration Cash flow on acquisition Net cash acquired with the subsidiary Cash paid Net cash flow on acquisition |
Fair value recognized on the acquisition date |
| $2,264,896 (597,239) |
|
| 1,667,657 30% |
|
| 500,297 1,385,480 61,927 |
|
| $1,947,704 | |
| $950,130 (1,947,704) |
|
| ($997,574) |
The goodwill of $1,385,480 thousand comprises the value of expected synergies arising from the acquisition and a customer list, which is not separately recognized. Due to the contractual terms imposed on acquisition, the customer list is not separable and therefore does not meet the criteria for recognition as an intangible asset under IAS 38 Intangible Assets. The goodwill recognized is expected to be fully deductible for income tax purposes.
~78~
For the period from the acquisition of control of Champion Microelectronic to December 31, 2022, the Company generated revenues of NT$227,627 thousand and net income of NT$11,266 thousand before income tax for the Group. Had the merger occurred at the beginning of 2022, the Group's revenue for the year ended 31 December 2022 would have been NT$13,542,452 thousand and net income before tax would have been NT$2,204,457 thousand.
7. Related party transactions
The following is a summary of transactions between the Group and related parties during the reporting periods:
Names and relationship of related parties
| Name of relatedparties ZIBO MICRO COMMERCIAL COMPONENT CORP. MILDEX OPTICAL INC. MILDEX OPTOELECTRONICS(XUZHOU) CO., LTD. MILDEX OPTICAL USA, INC. Fang Minqing and other 18 people |
Relationshipwith the Group |
|---|---|
| Associated Enterprises Associated Enterprises Associated Enterprises Associated Enterprises The management level above Deputy general manager of the Group |
(1) Sales
| 1) Sales | ||
|---|---|---|
| Zibo Micro Commercial Component Corp. Others Total |
For theyears ended 31 December | |
| 2023 | 2022 | |
| $168,280 62 |
$305,984 14 |
|
| $168,342 | $305,998 |
The sales price to the related parties was determined through mutual agreement in reference to market conditions. The collection periods to related parties were month-end 90 days, and nonrelated parties were month-end 30~120 days. The outstanding payment at the end of the year were not pledged, interest-free and subject to pay in cash.
(2) Purchase
| Purchase | ||
|---|---|---|
Zibo Micro Commercial Component Corp. |
For theyears ended 31 December | |
| 2023 | 2022 | |
| $288,048 | $534,780 |
The purchase price from the related parties was determined through mutual agreement in reference to market conditions. The payment periods to related parties were the same with other company, and were 30~90 days.
~79~
| (3) Trade receivable − related parties Zibo Micro Commercial Component Corp. Others Total (4) Other receivable − related parties (not loans) MILDEX OPTICAL USA, INC. MILDEX OPTICAL INC. Total (5) Trade Payable − Related Parties Zibo Micro Commercial Component Corp. (6) Other payables − related parties (not loans) MILDEX OPTOELECTRONICS(XUZHOU) CO., LTD. Others Total (7) Lease liabilities − related parties MILDEX OPTOELECTRONICS(XUZHOU) CO., LTD. (8) Rental income MILDEX OPTICAL USA, INC. |
2023.12.31 | 2022.12.31 |
|---|---|---|
| $39,567 22 |
$56,700 − |
|
| $39,589 | $56,700 |
|
| 2023.12.31 | 2022.12.31 | |
| $2,760 − |
$2,299 1,053 |
|
| $2,760 | $3,352 |
|
| 2023.12.31 | 2022.12.31 | |
| $54,277 | $59,068 |
|
| 2023.12.31 | 2022.12.31 | |
$37,161 29 |
$37,856 47 |
|
| $37,190 | $37,903 |
|
| 2023.12.31 | 2022.12.31 | |
$177,559 |
$200,121 |
|
| FY 2023 | FY 2022 | |
| $1,816 | $1,548 |
The rental price to the related parties was determined through mutual agreements in reference to market conditions.
- (9) Disposal of property, plant and equipment:
FY 2023: None.
FY 2022:
| FY 2022: | ||||
|---|---|---|---|---|
Zibo Micro Commercial Components Corp. |
Asset Name | Salesprice | Book value |
Gain(Losses) |
| Machinery | $18 |
$14 |
$4 |
~80~
(10) Key management personnel compensation
| Key management personnel compensation | ||
|---|---|---|
Short-term employee benefits Post-employment benefits Total |
For theyears ended 31 December | |
| 2023 | 2022 | |
| $118,169 816 |
$142,191 712 |
|
| $118,985 | $142,903 |
As at 31 December 2023 and 2022, certain key management personnel were joint guarantors for the Group’s borrowings from financial institutions.
8. Assets pledged as security
The following table lists assets of the Group pledged as security:
| Items | Carryingamount | Carryingamount | Secured liabilities details |
|---|---|---|---|
| 2023.12.31 | 2022.12.31 | ||
| Other current assets Other non−current assets Refundable deposits Total |
$43,825 1,098 425 |
$24,184 1,024 834 |
Financial products trade Long-term borrowings, performance guarantee Performance guarantee |
| $45,348 | $26,042 |
9. Significant contingencies and unrecognized contractual commitments
As at 31 December 2023 and 2022, the Group guaranteed the deposit for customs in the amount of NT$12,565 thousand and NT$12,560 thousand, respectively.
10. Losses due to major disasters
None.
11. Significant subsequent events
None.
~81~
12. Others
(1) Categories of financial instruments
| Financial assets Financial assets at fair value through profit or loss: Mandatorily measured at Fair value through profit or loss Financial assets at fair value through other comprehensive income Financial assets measured at amortized cost Total Financial liabilities Financial liabilities at amortized cost: Short-term borrowings Trade and other payables Long-term borrowings (including current portion) Lease liabilities Total |
31 Dec. 2023 $3,387,782 493,248 7,980,384 $11,861,414 31 Dec. 2023 $2,689,193 3,538,857 6,849,653 332,515 $13,410,218 |
31 Dec. 2022 |
|---|---|---|
$3,031,465 521,889 7,776,583 |
||
| $11,329,937 | ||
| 31 Dec. 2022 | ||
$2,769,949 3,946,538 6,512,616 374,376 |
||
| $13,603,479 |
- (2) Financial risk management objectives and policies
The Group’s principal financial risk management objective is to manage the market risk, credit risk and liquidity risk related to its operating activates. The Group identifies measures and manages the aforementioned risks based on the Group’s policy and risk appetite.
The Group has established appropriate policies, procedures and internal controls for financial risk management. Before entering into significant transactions, due approval process by the Board of Directors and Audit Committee must be carried out based on related protocols and internal control procedures. The Group complies with its financial risk management policies at all times.
(3) Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of the changes in market prices. Market prices comprise currency risk, interest rate risk and other price risk (such as equity risk).
~82~
In practice, it is rarely the case that a single risk variable will change independently from other risk variable, there is usually interdependencies between risk variables. However, the sensitivity analysis disclosed below does not take into account the interdependencies between risk variables.
Foreign currency risk
The Group’s exposure to the risk of changes in foreign exchange rates relates primarily to the Group’s operating activities (when revenue or expense are denominated in a different currency from the Group’s functional currency) and the Group’s net investments in foreign subsidiaries.
The Group has certain foreign currency receivables to be denominated in the same foreign currency with certain foreign currency payables, therefore natural hedge is received. The Group also uses forward contracts to hedge the foreign currency risk on certain items denominated in foreign currencies. Hedge accounting is not applied as they did not qualify for hedge accounting criteria. Furthermore, as net investments in foreign subsidiaries are for strategic purposes, they are not hedged by the Group.
The foreign currency sensitivity analysis of the possible change in foreign exchange rates on the Group’s profit is performed on significant monetary items denominated in foreign currencies as at the end of the reporting period. The Group’s foreign currency risk is mainly related to the volatility in the exchange rates for USD, EUR, CNY, and JPY.
Interest rate risk
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group’s exposure to the risk of changes in market interest rates relates primarily to the Group’s debt instrument investments at variable interest rates, bank borrowings with fixed interest rates and variable interest rates.
The interest rate sensitivity analysis is performed on items exposed to interest rate risk as at the end of the reporting period, including investments and borrowings with variable interest rates and interest rate swaps.
Equity Price Risk
The Group’s listed and unlisted equity securities are susceptible to market price risk arising from uncertainties about future values of the investment securities. The Group’s listed and unlisted equity securities are classified under financial assets measured at fair value through profit or loss and financial assets measured at fair value through other comprehensive income, while conversion rights of the Euroconvertible bonds issued are classified as financial liabilities at fair value through profit or loss as it does not satisfy the definition of an equity component. The Group manages the equity price risk through diversification and placing limits on individual and total equity instruments. Reports on the equity portfolio are submitted to the Group’s senior management on a regular basis. The Group’s Board of Directors reviews and approves all equity investment decisions.
~83~
The sensitivity analysis of the changes in the risk of exposure:
For the year ended 31 December 2023
| Risk | Change | Profit (thousand) |
Equity attribute (thousand) |
|---|---|---|---|
| Foreign currency Interest Rate Equity Price |
NTD/USD exchange rate +/− 1% NTD/EUR exchange rate +/− 1% NTD/CNY exchange rate +/− 1 % NTD/JPY exchange rate +/− 1 % NTD market interest rate +/− 100 basis points Equity price +/−10% |
+/-$18,093-/+$489+/-$162+/-$88-/+$64,826+/-$338,216 |
$− $− $− $− $− $49,465 |
For the year ended 31 December 2022
| Risk | Change | Profit (thousand) |
Equity attribute (thousand) |
|---|---|---|---|
| Foreign currency Interest Rate Equity Price |
NTD/USD exchange rate +/− 1% NTD/EUR exchange rate +/− 1% NTD/CNY exchange rate +/− 1 % NTD market interest rate +/− 100 basis points Equity price +/−10% |
+/-$13,666-/+$2,382+/-$1,270-/+$62,840+/-$303,051 |
$− $− $− $− $52,285 |
(4) Credit risk management
Credit risk is the risk that a counterparty will not meet its obligations under a contract, leading to a financial loss. The Group is exposed to credit risk from operating activities (primarily for trade receivables and notes receivables) and from its financing activities, including bank deposits and other financial instruments.
Credit risk is managed by each business unit subject to the Group’s established policy, procedures and control relating to credit risk management. Credit limits are established for all counter parties based on their financial position, rating from credit rating agencies, historical experience, prevailing economic condition and the Group’s internal rating criteria etc. Certain counter parties credit risk will also be managed by taking credit enhancing procedures, such as requesting for prepayment or insurance.
As of 31 December 2023 and 2022, trade receivables from top ten customers represent 17% and 14% of the total trade receivables of the Group, respectively. The credit concentration risk of other trade receivables is insignificant.
Credit risk from balances with banks, fixed income securities and other financial instruments is managed by the Group’s treasury in accordance with the Group’s policy. The Group only transacts with counterparties approved by the internal control procedures, which are banks and financial institutions, companies and government entities with good credit rating and with no significant default risk. Consequently, there is no significant credit risk for these counter parties.
~84~
(5) Liquidity risk management
The Group’s objective is to maintain a balance between continuity of funding and flexibility through the use of cash and cash equivalents, highly liquid equity investments, bank borrowings and finance leases. The table below summarizes the maturity profile of the Group’s financial liabilities based on the contractual undiscounted payments and contractual maturity. The payment amount includes the contractual interest. The undiscounted payment relating to borrowings with variable interest rates is extrapolated based on the estimated interest rate yield curve as at the end of the reporting period.
Non-derivative financial liabilities
| As at 31 December 2023 Loans Trade and other payables Lease liabilities As at 31 December 2022 Loans Trade and other payables Lease liabilities Derivative financial liabilities |
< 1year | 2 to3 years | 4 to5 years | >5 years |
Total |
|---|---|---|---|---|---|
| $3,234,720 $3,538,857 $62,713 $3,308,611 $3,946,538 $65,651 < 1year |
$4,764,414 $− $102,779 $271,007 $− $108,789 2 to3 years |
$1,648,118 $− $91,677 $5,877,837 $− $91,338 4 to5 years |
$− $− $122,698 $− $− $168,317 >5 years |
$9,647,252 $3,538,857 $379,867 $9,457,455 $3,946,538 $434,095 Total |
|
| As at 31 December 2023 Forward foreign exchange contracts-Inflows Forward foreign exchange contracts-Outflows Exchange rate swap contract -Inflows Exchange rate swap contract -Outflows |
|||||
| $74,101 ($72,771) $273,099 ($270,204) |
$− $− $− $− |
$− $− $− $− |
$− $− $− $− |
$74,101 ($72,771) $273,099 ($270,204) |
As at 31 December 2022: None.
The table above contains the undiscounted cash flows of derivative financial liabilities.
(6) Reconciliation of liabilities arising from financing activities
Reconciliation of liabilities for the year ended 31 December 2023:
| As at 1 Jan. 2023 Cash flows Non-cash changes Foreign exchange movement As at 31 Dec. 2023 |
Short-term borrowings |
Long-term borrowings |
Leases liabilities |
Total liabilities from financing activities |
|---|---|---|---|---|
| $2,769,949 (71,369) − (9,387) |
$6,512,616 333,059 4,016 (38) |
$374,376 (72,726) 31,998 (1,133) |
$9,656,941 188,964 36,014 (10,558) |
|
| $2,689,193 | $6,849,653 | $332,515 | $9,871,361 |
~85~
Reconciliation of liabilities for the year ended 31 December 2022:
| As at 1 Jan. 2022 Cash flows Non-cash changes Foreign exchange movement As at 31 Dec. 2022 |
Short-term borrowings |
Long-term borrowings |
Leases liabilities |
Total liabilities from financing activities |
|---|---|---|---|---|
| $3,219,218 (452,310) − 3,041 |
$4,584,252 1,884,954 (8,426) 51,836 |
$403,903 (67,375) 26,633 11,215 |
$8,207,373 1,365,269 18,207 66,092 |
|
| $2,769,949 | $6,512,616 | $374,376 | $9,656,941 |
-
(7) Fair value of financial instruments
-
(A) The methods and assumptions applied in determining the fair value of financial instruments:
The fair value of the financial assets and liabilities is determined at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following methods and assumptions were used to estimate the fair values:
-
a. The carrying amount of cash and cash equivalents, financial assets measured at amortized cost, trade receivables, trade payable and other current liabilities approximate their fair value due to their short maturities.
-
b. For financial assets and liabilities traded in an active market with standard terms and conditions, their fair value is determined based on market quotation price (including listed equity securities, beneficiary certificates, bonds and futures, etc.) at the reporting date.
-
c. Fair value of equity instruments without market quotations (including private placement of listed equity securities, unquoted public company and private company equity securities) are estimated using the market method valuation techniques based on parameters such as prices based on market transactions of equity instruments of identical or comparable entities and other relevant information (for example, inputs such as discount for lack of marketability, P/E ratio of similar entities and Price-Book ratio of similar entities).
-
d. Fair value of debt instruments without market quotations, bank loans, bonds payable and other non-current liabilities are determined based on the counterparty prices or valuation method. The valuation method uses DCF method as a basis, and the assumptions such as the interest rate and discount rate are primarily based on relevant information of similar instrument (such as yield curves published by the Taipei Exchange, average prices for Fixed Rate Commercial Paper published by Reuters and credit risk, etc.)
~86~
-
e. The fair value of derivatives which are not options and without market quotations, is determined based on the counterparty prices or discounted cash flow analysis using interest rate yield curve for the contract period. Fair value of option-based derivative financial instruments is obtained using on the counterparty prices or appropriate option pricing model (for example, BlackScholes model) or other valuation method (for example, Monte Carlo Simulation).
-
(B) Fair value of financial instruments measured at amortized cost
The carrying amount of the Group’s financial assets and liabilities measured at amortized cost approximate their fair value.
- (C) Information about the fair value level of financial instruments
Please refer to Note 12.(9) for fair value measurement hierarchy for financial instruments of the Group.
- (8) Derivative financial instruments
The related information for the Group’s derivative financial instruments not qualified for hedge accounting and not yet settled as of 31 December 2023 and 2022 is as follows:
Forward currency contracts
The Group entered into forward currency contracts to manage its exposure to financial risk, but these contracts are not designated as hedging instruments.
Exchange rate swap contract
The Group entered into exchange rate swap contract to manage its exposure to financial risk, but these contracts are not designated as hedging instruments.
The paragraphs below lists the information related to forward currency contracts and exchange rate swap contract:
| As at 31 Dec. 2023: The Company The Company As at 31 Dec. 2022: None. |
Items (bycontract) Forward exchange contract Exchange rate swap contract |
Notional Amount (thousand) Sell USD 2,370 Sell USD 8,800 |
Contract Period |
|---|---|---|---|
| 2024.01.03–2024.01.08 2024.01.12 |
~87~
The counterparties of aforementioned derivatives are well-known banks at domestic and abroad, with good credit, so the credit risk is low.
With regard to the forward foreign exchange contracts, as they have been entered into to hedge the foreign currency risk of net assets or net liabilities, and there will be corresponding cash inflow or outflows upon maturity and the Group has sufficient operating funds, the cash flow risk is insignificant.
(9) Fair value measurement hierarchy
- (A) Fair value measurement hierarchy
All asset and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, based on the lowest level input that is significant to the fair value measurement as a whole. Level 1, 2 and 3 inputs are described as follows:
-
Level 1 – Quoted (unadjusted) market prices in active markets for identical assets or liabilities that the entity can access at the measurement date.
-
Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3 – Unobservable inputs for the asset or liability.
For assets and liabilities that are recognized in the financial statements on a recurring basis, the Group determines whether transfers have occurred between Levels in the hierarchy by re-assessing categorization at the end of each reporting period.
(B) Fair value measurement hierarchy of the Group’s assets and liabilities
The Group does not have assets that are measured at fair value on a non-recurring basis. Fair value measurement hierarchy of the Group’s assets and liabilities measured at fair value on a recurring basis is as follows:
| As at 31 December 2023: Financial assets: Financial assets at fair value through profit or loss Funds Notes and bills Stocks Convertible Bond Forward foreign exchange contracts Exchange rate swap contract Financial assets at fair value through other comprehensive income Equity instrument measured at fair value through other comprehensive income |
Level 1 | Level 2 | Level 3 | Total |
|---|---|---|---|---|
$− $− $716 $− $− $− $155,411 |
$2,021,951 $1,341,809 $− $− $1,330 $2,895 $− |
$− $− $684 $18,397 $− $− $337,837 |
$2,021,951 $1,341,809 $1,400 $18,397 $1,330 $2,895 $493,248 |
~88~
As at 31 December 2022:
| As at 31 December 2022: | ||||
|---|---|---|---|---|
| Financial assets: Financial assets at fair value through profit or loss Funds Notes and bills Stocks Convertible Bond Financial assets at fair value through other comprehensive income Equity instrument measured at fair value through other comprehensive income |
Level 1 | Level 2 | Level 3 | Total |
$− $− $− $− $157,684 |
$2,550,358 $460,650 $− $− $− |
$− $− $957 $19,500 $364,205 |
$2,550,358 $460,650 $957 $19,500 $521,889 |
Transfers between Level 1 and Level 2 during the period
During the years ended 31 December 2023 and 2022, there were no transfers between Level 1 and Level 2 fair value measurements.
Changes in recurring fair value at level 3
Reconciliation for fair value measurements in Level 3 of the fair value hierarchy for movements during the period is as follows:
| 2023.01.01 Total recognized gains (loss) of the current period Recognized in gain or loss (presented in “Other gain or loss”) Acquisition for the period Disposal in current period Capital reduction during the period Influence of exchange rate change 2023.12.31 |
Financial assets measured at fair value throughprofit or loss |
Financial assets measured at fair value throughprofit or loss |
Financial assets measured at fair value throughprofit or loss |
Measured at fair value through other comprehensive income |
|---|---|---|---|---|
| Stock | Structured deposits |
Convertible bonds |
Stock | |
| $957 − − − (273) − |
$− − 283,040 (280,158) − (2,882) |
$19,500 3,993 7,474 (12,570) − − |
$364,205 − − (21,139) (5,229) − |
|
| $684 | $− | $18,397 |
$337,837 |
~89~
| 2022.01.01 Total recognized gains (loss) of the current period Recognized in gain or loss (presented in “Other gain or loss”) Recognized in other comprehensive income (Presented under “Unrealized valuation gain or loss on investments in equity instruments at fair value through other comprehensive income”) Acquisition for the period Disposal in current period Transfer to Level 3 The effects of changes in the consolidated and parent company only financial statements Influence of exchange rate change 2022.12.31 |
Financial assets measured at fair value throughprofit or loss |
Financial assets measured at fair value throughprofit or loss |
Financial assets measured at fair value throughprofit or loss |
Measured at fair value through other comprehensive income |
|---|---|---|---|---|
| Stock | Structured deposits |
Convertible bonds |
Stock | |
| $− − − − − − 957 − |
$− − − 1,592,731 (1,601,177) − − 8,446 |
$− − − 19,500 − − − − |
$271,858 − (11,153) − (29,900) 2,647 127,837 2,916 |
|
| $957 | $− | $19,500 |
$364,205 |
Significant unobservable input value information for Level 3 of the fair value hierarchy
For the Group's assets measured in Level 3 at fair value hierarchy for recurring fair value measurement, its significant unobservable inputs used in measuring the fair value are presented in the table below:
~90~
December 31, 2023:
| December 31, 2023: | , 2023: | ||||
|---|---|---|---|---|---|
| Evaluation techniques Significant unobservable input value Quantitative Information Financial assets at fair value Financial assets at fair value through profit or loss Stock Net asset value method Not applicable − Financial products- structured deposit Net asset value method Not applicable − Convertible bonds Option Pricing model Not applicable − Financial assets at fair value through other comprehensive income Stock Market approach Lack of liquidity discount 4.09%~ 32.28% Stock Income approach Discount rate 18.12% |
Evaluation techniques |
Significant unobservable input value |
Quantitative Information |
Interrelationship between inputs and fair value |
Sensitivity analysis of interrelationship between inputs and fair value |
| Not applicable Not applicable Not applicable The higher the illiquidity, the lower the fair value estimate. The higher the discount rate, the lower the estimate of fair value |
Not applicable Not applicable Not applicable The Group's equity will decrease/increase by NT$6,831 thousand if the percentage of illiquidity increases (decreases) by 1%. When the discount rate increases/decreases by 1%, the profit or loss of the Group will increase by NT$9,958 thousand/decrease by NT$8,697 thousand. |
~91~
December 31, 2022:
| Assets measured at fair value Financial assets measured at fair value through profit or loss Stock Wealth Management Products − Structured Deposits Convertible bonds Financial assets measured at fair value through other comprehensive income Stock Stock |
Evaluation techniques |
Significant unobservable input value |
Quantitative Information |
Interrelationship between inputs and fair value |
Sensitivity analysis of interrelationship between inputs and fair value Not applicable Not applicable Not applicable The Group's equity will decrease/increase by NT$6,907 thousand if the percentage of illiquidity increases (decreases) by 1%. When the discount rate increases/decreases by 1%, the profit or loss of the Group will increase by NT$10,576 thousand/decrease by NT$9,691 thousand. |
|---|---|---|---|---|---|
Net asset value method Net asset value method Option Pricing model Market approach Income approach |
Not applicable Not applicable Not applicable Lack of liquidity discount Discount rate |
− − − 5.43%~ 32.28% 13.45% |
Not applicable Not applicable Not applicable The higher the illiquidity, the lower the fair value estimate. The higher the discount rate, the lower the estimate of fair value |
- (10) Significant assets and liabilities denominated in foreign currencies
Information regarding the significant assets and liabilities denominated in foreign currencies is listed below:
~92~
| Financial assets Monetary items: USD EUR RMB JPY Financial liabilities Monetary items: USD EUR RMB JPY Financial assets Monetary items: USD EUR RMB Financial liabilities Monetary items: USD EUR RMB |
31 December 2023 | 31 December 2023 | |
|---|---|---|---|
| Foreign currency (thousand) |
Foreign exchange rate |
NTD (thousand) |
|
| $90,443 30.7050 $3,326 33.9800 $3,735 4.3270 $48,616 0.2172 $32,332 30.7050 $4,766 33.9800 $− 4.3270 $8,453 0.2172 31 December 2022 |
$2,777,060 $113,016 $16,161 $10,559 $992,754 $161,937 $− $1,836 |
||
| Foreign currency (thousand) |
Foreign exchange rate |
NTD (thousand) |
|
| $82,130 $4,169 $29,963 $37,631 $11,449 $1,159 |
30.7100 32.7200 4.4080 30.7100 32.7200 4.4080 |
$2,522,204 $136,397 $132,076 $1,155,645 $374,619 $5,110 |
The above information is disclosed based on the carrying amount of foreign currency (after conversion to functional currency).
The Group’s functional currency are various, and hence is not able to disclose the information of exchange gains and losses by each significant assets and liabilities denominated in foreign currencies. The exchange (losses) gains of monetary financial assets and liabilities was ($14,026) thousand and $160,010 thousand for the years ended 31 December 2023 and 2022, respectively.
~93~
(11) Capital management
The primary objective of the Group’s capital management is to ensure that it maintains a strong credit rating and healthy capital ratios in order to support its business and maximize shareholder value. The Group manages its capital structure and makes adjustments to it, in light of changes in economic conditions. To maintain or adjust the capital structure, the Group may adjust dividend payment to shareholders, return capital to shareholders or issue new shares.
13. Other disclosures
-
(1) Information about Significant Transitions
-
a. Financing provided to others: Please refer to Attachment 1.
-
b. Endorsement/Guarantee for others: Please refer to Attachment 2.
-
c. Securities held at the end of the period (excluding subsidiaries, associates, and joint ventures): Please refer to Attachment 3.
-
d. Individual securities acquired or disposed of with accumulated amount exceeding the lower of NT$300 million or 20 percent of the capital stock: None.
-
e. Acquisition of individual real estate with amount exceeding the lower of NT$300 million or 20 percent of the capital stock: None.
-
f. Disposal of individual real estate with amount exceeding the lower of NT$300 million or 20 percent of the capital stock: None.
-
g. Related party transactions for purchases and sales amounts exceeding the lower of NT$100 million or 20 percent of the capital stock: Please refer to Attachment 4.
-
h. Receivables from related parties with amounts exceeding the lower of NT$100 million or 20 percent of capital stock: Please refer to Attachment 5.
-
i. Financial instruments and derivative transactions: Please refer to Note 12(8).
-
j. Business relationships and significant transactions and amount between parent company and subsidiaries and among subsidiaries: Please refer to Attachment 8.
(2)Information of investees :
If the issuer directly or indirectly exercises significant influence or control over, or has a joint venture interest in, an investee company not in the Mainland Area, it shall disclose information on the investee company, showing the name, location, principal business activities, original investment amount, shareholding at the end of the period, profit or loss for the period, and recognized investment gain or loss: Please refer to Attachment 6.
-
(3) Information on investment in Mainland China:
-
a. Information on investment in Mainland China: Please refer to Attachment 7.
~94~
-
b. Directly or indirectly significant transactions through third regions with the investees in Mainland China, including price, payment terms, unrealized gain or loss:
-
i. The amount and percentage of purchases and the balance and percentage of the related payables at the end of the period: Please refer to Attachment 4.
-
ii. The amount and percentage of sales and the balance and percentage of the related receivables at the end of the period: Please refer to Attachment 4~5.
-
iii. The amount of property transactions and the amount of the resultant gains or losses: None.
-
iv. The balance of negotiable instrument endorsements or guarantees or pledges of collateral at the end of the period and the purposes:None.
-
v. The highest balance, the end of period balance, the interest rate range, and total current period interest with respect to financing of funds: Please refer to Attachment 1.
-
vi. Other transactions that have a material effect on the profit or loss for the period or on the financial position: None.
-
-
(4) Information on major shareholders: Please refer to Attachment 9.
14. Segment Information
-
(1) For management purposes, the Group is consisted of business units on the basis of product characteristics and services, and has four reportable operating segments as follows:
-
a. Diodes: Manufacture and sale the wafers, power components and control module.
-
b. Power IC and components: research and development, design and manufacture and technology consultation of power IC, field effect transistors and fast recovery diodes.
-
c. Solar: Sales of electricity.
-
d. Others: Lithium battery management system designed and manufactured.
No operating segments have been aggregated to form the above reportable operating segments.
Management monitors the operating results of its business units separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on operating profit or loss and is measured on the same basis with those in the consolidated financial statements. However financial cost, financial income and income taxes are managed on a group basis and are not allocated to operating segments.
Transfer prices between operating segment are on an arm’s length basis in a manner similar to transactions with third parties.
| Revenue External customers Inter-segment Total revenue Segment profit |
For theyears ended 31 December 2023 | For theyears ended 31 December 2023 | For theyears ended 31 December 2023 | For theyears ended 31 December 2023 | ||
|---|---|---|---|---|---|---|
| Diodes | Power IC and components |
Solar |
Others | Adjustment | Total | |
| $11,432,853 588 |
$1,071,885 2,005 |
$202,581 − |
$− − |
$− (2,593) |
$12,707,319 − |
|
| $11,433,441 | $1,073,890 |
$202,581 |
$− |
($2,593) |
$12,707,319 | |
| $508,450 | $277,558 |
$47,726 |
$− | $331,362 |
$1,165,096 |
~95~
-
(a) Inter-segment revenues were eliminated on consolidation.
-
(b) The profit for each operating segment did not include non-operating income and expenses in the amount of $331,362 thousand and income tax expense in the amount of $152,145 thousand. Segment profit included inter-segment sales of $0 thousand and non-operating income and expenses of $331,362 thousand.
| Revenue External customers Inter-segment Total revenue Segment profit |
Diodes $12,811,874 − $12,811,874 $1,604,889 |
For theyears ended 31 December 2022 | For theyears ended 31 December 2022 | For theyears ended 31 December 2022 | For theyears ended 31 December 2022 | |
|---|---|---|---|---|---|---|
| Power IC and components |
Solar |
Others | Adjustment | Total | ||
$227,627 − |
$188,287 − |
$59 − |
$− − |
$13,227,847 − |
||
$227,627 |
$188,287 |
$59 |
$− |
$13,227,847 | ||
($9,433) |
$44,089 | ($8,472) | $460,269 | $2,091,342 |
-
(a) Inter-segment revenues were eliminated on consolidation.
-
(b) The profit for each operating segment did not include non-operating income and expenses in the amount of $460,269 thousand and income tax expense in the amount of $333,438 thousand. Segment profit included inter-segment sales of $0 thousand and non-operating income and expenses of $460,269 thousand.
The following table lists the information related to the assets and liabilities of the Group’s operating segments as of December 31, 2023, and 2022
Assets by Operating Segments
| 2023.12.31 Assets 2022.12.31 Assets Liabilities by 2023.12.31 Liabilities 2022.12.31 Liabilities |
Diodes Power IC and components $16,307,133 $696,752 $16,426,178 $673,084 Operating Segmen Diodes Power IC and components $11,690,186 $86,473 $11,501,440 $38,572 |
Diodes | Power IC and components |
Solar |
Others | Adjustment | Total |
|
|---|---|---|---|---|---|---|---|---|
| $16,307,133 | $696,752 | $1,119,996 | $− | $10,558,854 | $28,682,735 | |||
| $16,426,178 | $673,084 |
$1,170,538 |
$− | $10,897,046 | $29,166,846 |
|||
Solar |
Others | Adjustment | Total $14,048,196 $14,257,611 |
|||||
| $11,690,186 | $86,473 |
$136,540 | $− | $2,134,997 | ||||
| $11,501,440 | $38,572 |
$199,583 |
$− | $2,518,016 |
~96~
(2) Geographic area information
- A. Revenue from external customers: (Summarized by country)
| Country | For theyears ended31 December | For theyears ended31 December |
|---|---|---|
| 2023 | 2022 | |
| Taiwan China (including Hong Kong) Korea U.S.A. Japan Germany Italy Others Total |
$1,383,519 8,048,946 683,777 201,215 57,834 496,897 220,957 1,614,174 |
$1,000,231 8,879,409 573,941 263,050 127,255 589,437 210,173 1,584,351 |
| $12,707,319 | $13,227,847 |
- B. Non−current assets:
| Area | 31 Dec. 2023 $8,572,016 2,712,519 2,686,533 $13,971,068 |
31 Dec. 2022 |
|---|---|---|
| Taiwan China Others Total |
$8,575,511 2,913,403 2,717,484 |
|
| $14,206,398 |
- (3) Important Customer Information
Individual customer accounting for at least 10% of net sales for the years ended 31 December 2023 and 2022: None.
~97~
Notes to the Consolidated Financial Statements of PANJIT International Inc. and Subsidiaries (continued) (Unit: NT$ thousand, unless otherwise indicated) Financing provided to others
Attachment 1
| No. (Note 1) |
Lender | Counter-party | Financial statement account (Note 2) |
Related party |
Maximum balance for the period |
Ending balance (Note 6) |
Actual amount provided |
Interest rate |
Nature of Financing (Note 3) |
Amount of sales to (purchases from) counter-party (Note 4) |
Reason for Financing (Note 5) |
Allowance for Loss |
Collateral | Collateral | Limit of financing amount for individual counter-party |
Limit of total financing amount |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | Value | ||||||||||||||||
| 0 1 1 2 3 |
PANJIT INTERNATIONAL INC. PAN-JIT ASIA INTERNATIONAL INC. PAN-JIT ASIA INTERNATIONAL INC. Suzhou Grande Electronics Co. Ltd. PAN-JIT AMERICAS INC. |
EC SOLAR C1 SRL Jiangsu Aide Solar Technology Co., Ltd. PANJIT INTERNATIONAL INC. Jiangsu Aide Solar Technology Co., Ltd. PAN-JIT ASIA INTERNATIONAL INC. |
Other receivables Other receivables Other receivables Other receivables Other receivables |
Yes Yes Yes Yes Yes |
$366,555 1,812,009 1,158,488 427,620 87,710 |
$203,880 906,743 552,690 404,077 82,904 |
$152,910 906,743 — 404,077 82,904 |
6.00% 0.00% 0.00% 3.00% 4.30% |
Short-term financing Short-term financing Short-term financing Short-term financing Short-term financing |
- - - - - |
Operating turnover Operating turnover Operating turnover Operating turnover Operatingturnover |
- - - - - |
- - - - - |
- - - - - |
$5,299,439 3,683,909 3,683,909 1,167,420 104,151 |
$5,299,439 8,104,600 8,104,600 1,167,420 104,151 |
(Note 7, 11) (Note 8, 11) (Note 8, 11) (Note 9, 11) (Note 10, 11) |
| Total | $2,150,294 | $1,546,634 |
- (Note 1): The numbering rule is as follows:
1. The parent company is coded "0".
-
The subsidiaries are coded consecutively beginning from "1" in the order presented in the table above.
-
(Note 2): Accounts receivable from associates, accounts receivable from related parties, shareholder transactions, advance payments, temporary payments... and other items, if they are in the nature of capital loans, must be filled in this form.
-
(Note 3): The nature of the fund loan should be listed as a business transaction or a short-run financing need.
-
(Note 4): If the nature of the fund loan is a business transaction, the business transaction amount should be filled in. The business transaction amount refers to the amount of business transactions between the Company that lent the fund and the counterparty in the most recent year.
-
(Note 5): If the nature of the fund loan is short-run financing, the counterparty’s reasons and the purpose for the loan should be specified, such as repayment of borrowings, purchase of equipment, business turnover... etc.
-
(Note 6): Pursuant to Article 14 Item 1 of the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies, if a public company submits a capital loan to the Board of Directors for resolutions one by one, although the funds have not yet been allocated, the amount of the board of directors’ resolutions should be included in the balance declared to expose the risk; however, if the funds are subsequently repaid, the balance after repayment shall be disclosed to reflect the adjustment of risk. Pursuant to Article 14 Item 2 of the Regulations, if a public company, through the resolution by the board of directors, authorizes the chairman of the board to allocate loans in installments or revolve them within a certain amount and within a one-year period, the capital loan and quota approved by the board of directors should still be used as the balance declared. Although the funds will be repaid thereafter, it is still possible to allocate the loan again, so the capital loan and quota approved by the board of directors should still be used as the balance declared.
-
(Note 7): For companies or merchants that are in need of short-term financing, the amount of individual loans and the total amount of capital loans to others by the Company shall not exceed 40% of the Company’s net worth.
(1) PANJIT International Inc.: The net worth is NT$13,248,598 thousand.
-
(Note 8): In accordance with the following regulations on the “Capital Loan to Others Operating Procedures” stipulated by each subsidiary of the Company, for companies or merchants that are in need of short-term financing, the amount of individual loans and the total amount of capital loans to others shall not exceed 40% of that company’s net worth. If the subsidiary and the foreign companies in which the Company, directly and indirectly, hold 100% of the voting shares engage in fund lending, it is not subject to the above restrictions. However, the individual loan amount and the total amount of funds loaned to others shall not exceed 50% and 110% of that company’s net worth. Calculate the net worth of the following companies in accordance with the operating procedures:
-
(1) PAN-JIT ASIA INTERNATIONAL INC.: The net worth is USD239,955 thousand, which is converted into NT$7,367,818 thousand.
-
(Note 9): In accordance with the following regulations on the “Capital Loan to Others Operating Procedures” stipulated by each subsidiary of the Company, for companies or merchants that are in need of short-term financing, the amount of individual loans and the total amount of capital loans to others shall not exceed 40% of that company’s net worth. If the subsidiary and the foreign companies in which the directly and indirectly, hold 100% of the voting shares engage in fund lending,It is not subject to the above restrictions, but the individual loan amount and the total amount of funds loaned to others shall not exceed 150% of that company’s net worth. Calculate the net worth of the following companies in accordance with the operating procedures:
-
(1) Suzhou Grande Electronics Co., Ltd.: The net worth is RMB179,866 thousand, which is converted into NT$778,280 thousand.
-
(Note 10): In accordance with the following regulations on the “Capital Loan to Others Operating Procedures” stipulated by each subsidiary of the Company, for companies or merchants that are in need of short-term financing, the amount of individual loans and the total amount of financing loans to others shall not exceed 40% of that company’s net worth. Calculate the net worth of the following companies in accordance with the operating procedures:
-
(1) PAN-JIT AMERICAS INC.: The net worth is USD8,480 thousand, which is converted into NT$260,378 thousand.
-
(Note 11): It had been written off in preparing the consolidated financial report.
~ ~ 98
Notes to the Consolidated Financial Statements of PANJIT International Inc. and Subsidiaries (continued)
(Unit: NT$ thousand, unless otherwise indicated) Endorsement/guarantee for others
Attachment 2
| No. (Note 1) |
Endorsor/Guarantor | Receiving party | Receiving party | Limit of Endorsements/g uarantees for receiving party (Note 3) |
Maximum balance for the period (Note 4) |
Ending balance (Note 5) |
Actual amount provided (Note 6) |
Amount of collateral guarantee/ endorsement |
Percentage of accumulated guarantee amount to net assets value from the latest financial statement |
Limit of total guarantee/ endorsement amount (Note 3) |
Guarantee provided by parent company (Note 7) |
Guarantee provided by a subsidiary (Note 7) |
Guarantee provided to subsidiaries in Mainland China (Note 7) |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Company name | Relationship (Note 2) |
|||||||||||||
| 0 | PANJIT INTERNATIONAL INC. | PAN-JIT ASIA INTERNATIONAL INC. | 2 | $13,248,598 | $2,598,800 | $2,456,400 | $2,456,400 | - | 18.54% | $13,248,598 | Y | N | N | (Note 8) |
-
(Note 1): The numbering rule is as follows:
-
The parent company is coded "0"
-
The subsidiaries are coded consecutively beginning from "1" in the order presented in the table above.
-
(Note 2): The relationship between endorsement guarantor and the subject of endorsement or guarantee is as follows:
-
(1) A company with which the Company has business relationship.
-
(2) A subsidiary in which the Company directly or indirectly holds more than 50% of the voting shares.
-
(3) The investee company whose parent company and subsidiary hold more than 50% of the common stock.
-
(4) For the parent company that directly or indirectly holds more than 90% of its common stock equity through its subsidiaries.
-
(5) Mutually guaranteed companies among counterparts based on the need for undertaking projects.
-
(6) All capital contributing shareholders make endorsements/guarantees for their jointly invested Company in proportion to their shareholding percentages.
-
(7) Companies in the same industry provide among themselves joint and several security for a performance guarantee of a sales contract for pre-construction homes pursuant to the Consumer Protection Act for each other.
(Note 3): Information to be filled out: According to the operating procedures of endorsement and guarantee for others, the Company's limit of endorsement/guarantee for individuals and the maximum amount of endorsement/guarantee. In the remarks column, explain the calculation method of the endorsement/guarantee for individuals and the total amount.
-
(Note 4): Highest amount of outstanding endorsement/guarantee for others in current period.
-
(Note 5): The amount approved by the Board of Directors should be filled. However, if according to Article 12, Paragraph 8 of the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies,the Board of Directors has authorized the chairman, it refers to the amount decided by the chairman.
-
(Note 6): The actual amount spent by the endorsed company within the range of the endorsed guarantee balance.
-
(Note 7): Y is required only for those who are the listed parent company to endorse the subsidiary, those who are the subsidiary to endorse the listed parent company, and those who are located in the mainland area.
-
(Note 8): According to the Company’s “Procedures for Endorsement and Guarantee”, the limit of the endorsement and guarantee for a single enterprise shall not exceed 100% of the Company’s net worth (i.e, NT$13,248,598 thousand); the total amount of endorsement and guarantees for enterprises outside the Group shall not exceed 100% of the Company’s net worth.
~ ~ 99
Notes to the Consolidated Financial Statements of PANJIT International Inc. and Subsidiaries (continued) (Unit: NT$ thousand, unless otherwise indicated) Securities held at the end of the period (excluding subsidiaries, associates, and joint ventures)
| Attachment 3 | Attachment 3 | Attachment 3 | Attachment 3 | Unit: USD, RMB, HKD, EUR thousand | Unit: USD, RMB, HKD, EUR thousand | Unit: USD, RMB, HKD, EUR thousand | Unit: USD, RMB, HKD, EUR thousand | Unit: USD, RMB, HKD, EUR thousand | Unit: USD, RMB, HKD, EUR thousand |
|---|---|---|---|---|---|---|---|---|---|
| Holder | Type and name of securities (Note 1) |
Relationship (Note 2) |
Financial statement account | EndingBalance | Note (Note 4) |
||||
| Units/Shares (thousand shares) |
Currency | Book value (Note 3) |
Percentage of ownership |
Fair value | |||||
| PANJIT INTERNATIONAL INC. Pan Jit Electronics (Wuxi) Co., Ltd. Champion Microelectronic Corp. PAN-JIT ASIA INTERNATIONAL INC. |
Fund Yuanta Japan Leaders Enterprise Fund Taishin Flexible Income Fund Notes and bills VTeam Supply Chain Finance Limited (SCP4) Public shares Jih Lin Technology Co., LTd. OTC stock Advanced Microelectronic Products,Inc. Sentelic Corporation KAISON GREEN ENERGY TECHNOLOGY CO., LTD. WELLAN SYSTEM CO., LTD. TAIDEVELOP INFORMATION CORP. ENERGY MOANA TECHNOLOGY CO., LTD. Neolink Capital Corp. Unlisted stock(Note 5) Siyang Grande Electronics Co., Ltd. Wuxi Danchen Intelligent Technology Co., Ltd. (Formerly Wuxi One-Light-For-All Technology Development Co., Ltd.) OTC stock Feature Integration Technology Inc. HC PHOTONICS CORP. Fund HYPERION CAPITAL MANAGEMENT LTD. Vertex Growth Fund II Siegfried Capital Partners Fund II S.C.Sp. Siegfried Supply Chain Finance Fund S.C.A., SICAV-SIF-Series 1 VTEAM SIEGFRIED SUPPLY CHAIN FINANCE FUND Siegfried GFT Fund SP I (SCP6-SP I) Notes and bills VTeam Supply Chain Finance Limited Wealth management products by financial institution ERSTE GROUP BANK AG RAIFFEISEN BANK INTL Unlisted stock Unlisted stock |
- - - - - - - - - - - - - - - - - - - - - - - - |
Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - current Financial assets measured at fair value through other comprehensive benefits and losses - non-current Financial assets measured at fair value through other comprehensive benefits and losses - non-current Financial assets measured at fair value through other comprehensive benefits and losses - non-current Financial assets measured at fair value through other comprehensive benefits and losses - non-current Financial assets measured at fair value through other comprehensive benefits and losses - non-current Financial assets measured at fair value through other comprehensive benefits and losses - non-current Financial assets measured at fair value through other comprehensive benefits and losses - non-current Financial assets measured at fair value through other comprehensive benefits and losses - non-current Financial assets measured at fair value through other comprehensive benefits and losses - non-current Financial assets measured at fair value through other comprehensive benefits and losses - non-current Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - non-current Financial assets at fair value through profit or loss - non-current Financial assets at fair value through profit or loss - non-current Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - current Financial assets measured at amortized cost - Non-current Financial assets measured at amortized cost - Non-current |
- - - 717 2,888 34 D203(PA) 364 445 334 1,200 1,995 - - 10 109 - - - - - - - - - |
NTD NTD NTD NTD NTD NTD NTD NTD NTD NTD NTD RMB RMB NTD NTD USD USD USD USD USD USD USD USD USD |
$15,075 3,013 92,115 51,616 45,488 3,155 - - - 3,045 16,602 15,962 3 716 684 - 272 2,000 4,972 20,787 9,192 24,000 447 449 |
- - - 0.70% 2.64% 0.11% 0.62% 1.53% 3.71% 2.96% 4.28% 15.00% 10.00% 0.03% 0.54% - - - - - - - - - |
$15,075 3,013 92,115 51,616 45,488 3,155 - - - 3,045 16,602 15,962 3 716 684 - 272 2,000 4,972 20,787 9,192 24,000 447 449 |
- - - - - - - - - - - - - - - - - - - - - - - |
(continued in next page)
~ ~ 100
Notes to the Consolidated Financial Statements of PANJIT International Inc. and Subsidiaries (continued)
(Unit: NT$ thousand, unless otherwise indicated)
Securities held at the end of the period (excluding subsidiaries, associates, and joint ventures)
(continued from previous page)
| (continued from previous page) | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Holder | Type and name of securities (Note 1) |
Relationship (Note 2) |
Financial statement account | EndingBalance | Note (Note 4) |
||||
| Units/Shares (thousand shares) |
Currency | Book value (Note 3) |
Percentage of ownership |
Fair value | |||||
| Pynmax Technology Co., Ltd. JOYSTAR INTERNATIONAL CO., LTD. CONTINENTAL LIMITED Wisdom Mega Corp. AIDE ENERGY (CAYMAN) HOLDING CO., LTD. AIDE ENERGY EUROPE B.V. Jiangsu Aide Solar Technology Co., Ltd. |
Public shares Jih Lin Technology Co., LTd. Unlisted stock HI-VAWT TECHNOLOGY CORP. Fund Taichung Bank Taiwan Quantitative Fund Taishin Health Limited Partnership Alliance Venture Capital Limited Partnership Fund Convertible bonds The fifth domestic unsecured convertible corporate bond of Alltop The fifth domestic unsecured convertible corporate bond of Changhua Siegfried Capital Partners Fund II S.C.Sp. VTeam Siegfried Supply Chain Finance Fund Siegfried Global Trade Finance Fund SPC-SP I VTeam Supply Chain Finance Limited Unlisted stock SiFotonics Technologies Co., Ltd Vteam Siegfried Supply Chain Finance Fund VTeam Supply Chain Finance Limited Siegfried Capital Partners Fund II S.C.Sp. Unlisted stock(Note 5) MOTECH (Suzhou) New Energy Co., Ltd. Fund Fund Notes and bills Fund Notes and bills |
- - - - - Associates - - - - - - - - - - |
Financial assets measured at fair value through other comprehensive benefits and losses - non-current Financial assets measured at fair value through other comprehensive benefits and losses - non-current Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - non-current Financial assets at fair value through profit or loss - non-current Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - current Financial assets measured at fair value through other comprehensive benefits and losses - non-current Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - current Financial assets measured at fair value through other comprehensive benefits and losses - non-current |
766 1,000 - - - - - - - - - 2,040 - - - - |
NTD NTD NTD NTD NTD NTD NTD USD USD USD USD NTD USD USD EUR RMB |
55,152 - 13,412 25,341 27,597 15,879 2,518 4,850 8,948 3,579 9,000 123,130 7,228 7,700 1,150 29,114 |
0.75% 6.67% - - - - - - - - - 2.31% - - - 4.61% |
55,152 - 13,412 25,341 27,597 15,879 2,518 4,850 8,948 3,579 9,000 123,130 7,228 7,700 1,150 29,114 |
- - - - - - - - - - - - - - - Pledged to the subsidiary of the Company |
(Note 1): The securities mentioned in this table refer to stocks, bonds, beneficiary certificates and securities derived from the above items within the scope of IFRS 9 “Financial Instruments.”
(Note 2): If the securities issuer is not a related party, this column should be left blank.
(Note 3): If measured by fair value, for carrying amount in column B, please fill in the carrying balance after fair value evaluation adjustment and deduction of accumulated impairment;
If not measured by fair value, for carrying amount in column B, please fill in the carrying balance of the original acquisition cost or the amortized cost after deducting the accumulated impairment.
(Note 4): The listed securities have users who are restricted due to the provision of guarantees, pledged loans, or other agreed-upon. The remarks column should indicate the number of guarantees or pledged shares, the amount of guarantees or pledges, and status of restricted use.
(Note 5): It is a limited company, so the number of shares and net worth per share are not available.
~ ~ 101
Notes to the Consolidated Financial Statements of PANJIT International Inc. and Subsidiaries (continued) (Unit: NT$ thousand, unless otherwise indicated) Related party transactions for purchases and sales amounts exceeding the lower of NT$100 million or 20 percent of the capital stock
| Attachment 4 | Attachment 4 | Attachment 4 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchaser (seller) | Counter-party | Relationship | Transactions | Transactions with Terms Different from Others |
Notes and trade receivable(payable) |
Note | |||||
| Purchases (Sales) |
Amount (Note 2) |
Percentage of total purchases (sales) |
Credit Term |
Unit price | Credit Term | Ending Balance (Note 2) |
Percentage of total receivables (payable) |
||||
| PANJIT INTERNATIONAL INC. Pynmax Technology Co., Ltd. Pan Jit Electronics (Shandong) Co. Ltd. Pan Jit Electronics (Wuxi) Co., Ltd. PAN-JIT AMERICAS INC. PANJIT Semiconductor (Xuzhou) Co., Ltd., PAN-JIT INTERNATIONAL (H.K.) LTD. |
Pan Jit Electronics (Wuxi) Co., Ltd. PAN-JIT AMERICAS INC. Pan Jit Electronics (Wuxi) Co., Ltd. Pynmax Technology Co., Ltd. PANJIT INTERNATIONAL INC. Pan Jit Electronics (Wuxi) Co., Ltd. Pan Jit Electronics (Wuxi) Co., Ltd. PANJIT INTERNATIONAL INC. PAN-JIT INTERNATIONAL (H.K.) LTD. Zibo Micro Commercial Components Corp. PANJIT INTERNATIONAL INC. Pynmax Technology Co., Ltd. Pan Jit Electronics (Shandong) Co. Ltd. PANJIT Semiconductor (Xuzhou) Co., Ltd., Zibo Micro Commercial Components Corp. PANJIT INTERNATIONAL INC. Pan Jit Electronics (Wuxi) Co., Ltd. Pan Jit Electronics (Wuxi) Co., Ltd. |
Subsidiaries Subsidiaries Subsidiaries Subsidiaries The Company Subsidiaries Subsidiaries The Company Subsidiaries Associates The Company Subsidiaries Subsidiaries Subsidiaries Associates The Company Subsidiaries Subsidiaries |
(Sales) (Sales) Purchase Purchase (Sales) (Sales) (Sales) (Sales) (Sales) (Sales) Purchase Purchase Purchase Purchase Purchase Purchase (Sales) Purchase |
($1,160,909) (194,063) 1,628,201 330,280 (330,280) (366,216) (146,862) (1,628,201) (102,022) (167,695) 1,160,909 366,216 146,862 230,450 286,535 194,063 (230,450) 102,022 |
15% 2% 39% 8% 43% 48% 83% 26% 2% 3% 22% 7% 3% 4% 5% 97% 100% 64% |
General General General General General General General General General General General General General General General General General General |
Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable |
Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable |
$417,718 10,109 (416,637) (122,208) 122,208 101,116 56,277 416,637 15,190 39,567 (417,718) (101,116) (56,277) (35,675) (54,277) (10,109) 35,675 (15,190) |
19% 0% 38% 11% 48% 40% 86% 17% 1% 2% 22% 5% 3% 2% 3% 94% 99% 62% |
(Note 2) (Note 2) (Note 2) (Note 2) (Note 2) (Note 2) (Note 2) (Note 2) (Note 2) - (Note 2) (Note 2) (Note 2) (Note 2) - (Note 2) (Note 2) (Note 2) |
(Note 1): The amount of paid-in capital refers to the amount of paid-in capital of the parent company. If the issuer's stock has no denomination or the denomination per share is not NT$10, the
transaction amount of 20% of the paid-in capital shall be calculated based on the 10% of the equity attributable to the owner of the parent company on the balance sheet. (Note 2): It had been written off in preparing the consolidated financial report.
~ ~ 102
Notes to the Consolidated Financial Statements of PANJIT International Inc. and Subsidiaries (continued)
(Unit: NT$ thousand, unless otherwise indicated)
Receivables from related parties with amounts exceeding the lower of NT$100 million or 20 percent of capital stock
Attachment 5
| Attachment 5 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Company Name |
Counterparty | Relationship | Ending Balance of Notes Receivable from Related Party |
Turnover ratio | Overdue receivables from related party | Amounts Received in Subsequent Period |
Note | |
| Amount | Action Taken | |||||||
| PANJIT INTERNATIONAL INC. Pynmax Technology Co., Ltd. Pan Jit Electronics (Wuxi) Co., Ltd. |
Pan Jit Electronics (Wuxi) Co., Ltd. PANJIT INTERNATIONAL INC. Pan Jit Electronics (Wuxi) Co., Ltd. PANJIT INTERNATIONAL INC. |
Subsidiaries The Company Subsidiaries The Company |
$417,718 122,208 101,116 416,637 |
2.78 2.70 3.62 3.91 |
$62,413 2,223 - - |
Dunning as soon as possible Dunning as soon as possible - - |
$188,414 29,994 68,242 265,626 |
(Note 2, 3) (Note 3) (Note 3) (Note 2, 3) |
(Note 1): The amount of paid-in capital refers to the amount of paid-in capital of the parent company. If the issuer’s stock has no denomination or the denomination per share is not NT$10, the transaction amount of 20% of the paid-in capital shall be calculated based on the 10% of the equity attributable to the owner of the parent company on the balance sheet.
(Note 2): The consolidated financial report is prepared and the shareholding ratio is 100% and no allowance for loss is required.
(Note 3): All intercompany transactions have been eliminated in the consolidated financial statements.
~ ~ 103
Notes to the Consolidated Financial Statements of PANJIT International Inc. and Subsidiaries (continued) (Unit: NT$ thousand, unless otherwise indicated)
Name, Location, and Information about Investee Companies (Not Including Investee Companies in Mainland China)
| Attachment 6 | Attachment 6 | Attachment 6 | Attachment 6 | Attachment 6 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Investing companies | Investee Companies (Note 1, Note 2) |
Location | Main business items | Currency | Initial investment amount | Holdingat the end of theperiod | Net income (loss) of investee company (Note 2(2)) |
IInvestment income (loss) recognized (Note 2(3)) |
Note | |||
| Ending balance |
Beginning balance |
Number of shares (thousand) |
Percentage of ownership (%) |
Carrying amount |
||||||||
| PANJIT INTERNATIONAL INC. PAN-JIT ASIA INTERNATIONAL INC. |
PAN-JIT ASIA INTERNATIONAL INC. Pynmax Technology Co., Ltd. MILDEX OPTICAL INC. Alltop Technology Co., Ltd. Champion Microelectronic Corp. AIDE ENERGY EUROPE COÖ PERATIE U.A. PANJIT JAPAN INC. PAN-JIT INTERNATIONAL (H.K.) LTD. PANSTAR SEMICONDUCTOR CO., LTD. PAN-JIT INTERNATIONAL (H.K.) LTD. PAN JIT AMERICAS, INC. PAN JIT EUROPE GMBH CONTINENTAL LIMITED DYNAMIC TECH GROUP LIMITED PAN JIT KOREA CO.,LTD. AIDE ENERGY (CAYMAN) HOLDING CO., LTD. |
Vistra Corporate Services Centre Wickhams Cay II Road Town,Tortola,Vg1110 Virgin Islands,British No. 17, Yonggong 1st Rd., Yong’an Dist., Kaohsiung City No. 7, Luke 3rd Rd., Luzhu Dist., Kaohsiung City, Southern Science Industrial Park Floor 3, No. 102, Section 3, Zhongshan Road, Zhonghe District, New Taipei City, Taiwan Floor 5, No. 11, Park 2nd Road, Science Park District, Hsinchu City, Taiwan Corkstraat 46 ,3047 AC Rotterdam Nederland No. 1-31-11, Kichijoji Honmachi, Musashino City, Tokyo KSビル6F606 Unit 1-5 ,18/F., Wah Wai Centre, No.38-40 Au Pui Wan Street, Fotan,Shatin,New Territories 21st Floor, No. 96, Section 1, Xintai 5th Road, Xizhi District, New Taipei City Unit 1-5 ,18/F., Wah Wai Centre, No.38-40 Au Pui Wan Street, Fotan,Shatin,New Territories 2507 W ERIE DR #101, TEMPE, AZ 85282, USA Otto-Hahn-Str. 285609 Aschheim Germany Vistra Corporate Services Centre, Ground Floor NPF Buliding,BeachRoad, Apia ,Samoa Vistra Corporate Services Centre, Ground Floor NPF Buliding,BeachRoad, Apia ,Samoa Tower A dong 3601 Ho, Heung Deuk IT Valey, Heung Deuk 1ro 13 Gi Heung-Gu, Yong In City GyungGi-Do, Korea The Grand Pavilion Commercial Centre, Oleander Way, 802 West Bay Road, P.O. Box 32052, Grand Cayman KY1-1208, Cayman Islands |
Investing Electronic parts and components manufacturing and international trade Optical lens, instrument, and touch panel Display panel manufacturing Electronic parts and components manufacturing and international trade Electronic parts and components manufacturing and international trade Investing Electronics trade Electronics trade IC Design Industry Electronics trade Electronics trade Electronics trade Investing Investing Electronics trade Reinvestment business and solar energy Photoelectric products |
NTD NTD NTD NTD NTD NTD NTD NTD NTD USD USD USD USD USD USD USD |
$7,286,295 1,069,816 259,523 1,482,721 1,947,704 732,259 11,286 108,991 10,000 - 16,626 770 19,726 914 288 145,868 |
$6,842,505 1,069,816 259,523 1,482,721 1,947,704 732,259 - - - 3,330 16,626 770 10,226 914 288 145,868 |
224,724 84,493 16,328 11,315 23,996 - (Note 3) 5 9,711 1,000 - 2,431 - (Note 3) 17,360 1,126 54 246,249 |
100.00% 94.64% 21.01% 19.13% 30.00% 100.00% 50.00% 100.00% 50.00% - 95.86% 100.00% 100.00% 52.22% 60.00% 94.43% |
$7,225,926 1,304,959 228,020 1,567,662 1,897,031 809,915 9,276 108,179 10,000 - 8,313 2,522 60,492 292 1,452 (21,334) |
$399,346 7,097 26,467 689,697 249,410 H360 49,992 (2,943) 26,553 - 826 H370 1,304 H380 369 H420 376 (26) 420 H450 1,514 |
$365,467 62,490 5,560 107,503 74,293 H360 49,992 (1,783) 4,302 - 690 H370 1,327 H380 369 376 (14) 252 H450 1,429 |
Subsidiaries (Note 4, 5) Subsidiaries (Note 4, 5) (Note 6) Subsidiaries (Note 5, 6) Subsidiaries (Note 5) Subsidiaries (Note 5) Subsidiaries (Note 5) Subsidiaries (Note 5) Subsidiaries (Note 5) Sub-subsidiary (Note 4, 5) Sub-subsidiary (Note 5) Sub-subsidiary (Note 5) Sub-subsidiary (Note 5) Sub-subsidiary (Note 5) Sub-subsidiary (Note 5) |
(continued in next page)
~ ~ 104
Notes to the Consolidated Financial Statements of PANJIT International Inc. and Subsidiaries (continued) (Unit: NT$ thousand, unless otherwise indicated)
Name, Location, and Information about Investee Companies (Not Including Investee Companies in Mainland China)
| (continued frompreviouspage) | (continued frompreviouspage) | (continued frompreviouspage) | (continued frompreviouspage) | (continued frompreviouspage) | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Investing companies | Investee Companies (Note 1, Note 2) |
Location | Main business items | Currency | Initial investment amount | Holdingat the end of theperiod | Net income (loss) of investee company (Note 2(2)) |
IInvestment income (loss) recognized (Note 2(3)) |
Note | |||
| Ending balance |
Beginning balance |
Number of shares (thousand) |
Percentage of ownership (%) |
Carrying amount |
||||||||
| Pynmax Technology Co., Ltd. H062/H065 H062/H065 Champion Microelectronic Corp. JOYSTAR INTERNATIONAL CO., LTD. AIDE ENERGY (CAYMAN) HOLDING CO., LTD. |
JOYSTAR INTERNATIONAL CO., LTD. MILDEX OPTICAL INC. Wisdom Bright Inc.(Wisdom Bright) Champion Microelectronic Corp.(CMC) Wisdom Mega Corp.(Wisdom Mega) PANJIT JAPAN INC. Golden Champion Digital Power Corporation DYNAMIC TECH GROUP LIMITED AIDE SOLAR ENERGY (HK) HOLDING LIMITED |
4th Floor,Ellen Skelton Building, 3076 Sir Francis Drake Highway, Road Town, Tortola, British Virgin Islands VG1110 No. 7, Luke 3rd Rd., Luzhu Dist., Kaohsiung City, Southern Science Industrial Park Seychelles Seychelles Seychelles No. 1-31-11, Kichijoji Honmachi, Musashino City, Tokyo KSビル6F606 21st Floor, No. 96, Section 1, Xintai 5th Road, Xizhi District, New Taipei City Vistra Corporate Services Centre, Ground Floor NPF Buliding,BeachRoad, Apia ,Samoa 15/F, BOC Group Life Assurance Tower, No. 136 Des Voeux Road Central, Central, Hong Kong. |
Investing Optical lens, instrument, and touch panel Display panel manufacturing Investment holdings International trade, investment holding and e-commerce business Investment holdings Electronics trade Electronic component manufacturing and Product design industry Investing Investing and trade |
NTD NTD NTD NTD NTD NTD NTD USD USD |
$665,266 288,852 79,505 - 125,250 2,172 1,000 1,029 - |
$536,686 288,852 157,658 144,793 125,250 - - 1,029 36,527 |
21,522 6,429 2,504 - 4,000 1 1,000 1,030 - |
100.00% 8.27% 100.00% - 100.00% 10.00% 100.00% 47.48% - |
$638,067 89,754 77,457 - (Note 8) 123,130 1,855 1,000 267 - (Note 7) |
$37,369 26,467 (8,286) 4,105 - (2,943) - (26) - |
$37,369 H065 2,189 (8,286) 4,105 - (232) - (12) - |
Sub-subsidiary (Note 5) Sub-subsidiary (Note 5) Sub-subsidiary (Note 5) Sub-subsidiary (Note 5) Subsidiaries (Note 5) Sub-subsidiary (Note 5) Sub-subsidiary (Note 5) Sub-subsidiary (Note 5) |
(continued in next page)
~ ~ 105
Notes to the Consolidated Financial Statements of PANJIT International Inc. and Subsidiaries (continued)
(Unit: NT$ thousand, unless otherwise indicated)
Name, Location, and Information about Investee Companies (Not Including Investee Companies in Mainland China)
| (continued frompreviouspage) | (continued frompreviouspage) | (continued frompreviouspage) | (continued frompreviouspage) | (continued frompreviouspage) | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Investing companies | Investee Companies (Note 1, Note 2) |
Location | Main business items | Currency | Initial investment amount | Holdingat the end of theperiod | Net income (loss) of investee company (Note 2(2)) |
IInvestment income (loss) recognized (Note 2(3)) |
Note | |||
| Ending balance |
Beginning balance |
Number of shares (thousand) |
Percentage of ownership (%) |
Carrying amount |
||||||||
| AIDE ENERGY EUROPE COÖ PERATIE U.A. AIDE ENERGY EUROPE B.V. Wisdom Bright Inc. |
AIDE ENERGY EUROPE B.V. EC SOLAR C1 SRL Wisdom Toprich Technology Limited (Wisdom Toprich) |
Corkstraat 46 ,3047 AC Rotterdam Nederland Viale Andrea Doria 7 Cap 20124 MILANO (MI), Italy. Seychelles |
Investing and trade Sales of solar power plants Electricity produced Investment holdings |
EUR EUR NTD |
18,620 17,000 79,505 |
18,620 17,000 157,658 |
2 - (Note 3) 2,504 |
100.00% 100.00% 100.00% |
23,835 22,415 77,457 |
1,460 1,573 (8,286) |
1,460 1,394 (8,286) |
Sub-subsidiary (Note 5) Sub-subsidiary (Note 4, 5) Sub-subsidiary (Note 5) |
- (Note 1): If a public offering company has a foreign holding company and uses a consolidated report as the main financial report in accordance with local laws and regulations, the disclosure of information about the foreign investee company may only disclose the relevant information to the holding company.
(Note 2): If it is not in the situation described in Note 1, fill in the information according to the following regulations:
-
(1) According to this (public offering) company’s reinvestment and the reinvestment of each investee company directly or indirectly controlled, fill in the order of “Name of investee company”, “location”, “main business item”,
-
“original investment amount” and “end-of-term shareholding situation” and other fields. Indicate in the remarks column
regarding the relationship between each investee company and the (public offering) company (if it is a subsidiary or a sub-subsidiary)
-
(2) In column B of “investee company’s current gain or loss", the amount of current gain or loss of each investee company should be filled in.
-
(3) Column B of “Investment Profits and Losses Recognized in the Current Period” only needs to fill in the gain or loss amount of each subsidiary recognized by the (public offering) company for direct reinvestment
and each investee company evaluated by equity method, and the others can be ignored. When filling in the “recognition of the current profit or loss amount of each subsidiary directly reinvested”.
It should be confirmed that the current profit or loss amount of each subsidiary has included the investment profit or loss of its reinvestment that should be recognized in accordance with the regulations.
-
(Note 3): It is a limited company or a merged company, so there is no number of shares.
-
(Note 4): The investment gain or loss recognized by the Company include the offset of unrealized gain or loss between associates and the amortization of net equity differences.
(Note 5): It had been written off in preparing the consolidated financial report.
(Note 6): The investment gain or loss recognized by the Company include the amortization of the difference in net equity.
(Note 7): The liquidated and canceled on September, 2023.
(Note 8): The dissolution and liquidation process was completed in August 2023.
~ ~ 106
Notes to the Consolidated Financial Statements of PANJIT International Inc. and Subsidiaries (continued)
(Unit: NT$ thousand, unless otherwise indicated) Information on investment in mainland China
| Attachment 7 | Attachment 7 | Attachment 7 | Attachment 7 | Attachment 7 | Attachment 7 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Investing companies | Investee Companies in Mainland China | Main business items | Total Amount of Paid-in Capital |
Method of Investment (Note 1) |
Accumulated Outflow of Investment from Taiwan as of January 1, 2023 |
Investment Flows | Accumulated Outflow of Investment from Taiwan as of 31 December, 2023 |
Net income (loss) of investee company |
Percentage of Ownership |
Investment income (loss) recognized (Note 2) |
Carrying Value as of 31 December, 2023 |
Accumulated Inward Remittance of Earnings as of Outflow 31 December, 2023 |
|
| Outflow | Inflow | ||||||||||||
| PANJIT INTERNATIONAL INC. | Pan Jit Electronics (Wuxi) CO.,LTD Suzhou Grande Electronics CO.,LTD. Wuxi ENR Semiconductor Material Technology Co. Ltd. (Formerly Wuxi ENR Semiconductor Materials Technology Co. Ltd.) MAX−DIODE ELECTRONIC., LTD.(SHENZHEN) PANJIT Electronics (Beijing) CO., LTD PANJIT ELECTRONICS (SHANDONG) CO., LTD. PANJIT ELECTRONICS (QUFU) CO.,LTD PANJIT Semiconductor (Xuzhou) Co., Ltd. |
Rectifier processing and manufacutring Chip diodes, triodes and other new types of electronics Sales of semiconductor components and related products, as well as technology and after service Semiconductor pcaking materials Manufacturing and sales New types of electronic components, Semiconductor controlled rectifirer New types of electronic components, Semiconductor controlled rectifier sales Semiconductor wafer manufacturing for automobile And protection of discrete devices, integrated circuit chips And production of packaging products New types of electronic components, Semiconductor controlled rectifier sales New types of electronic components, Semiconductor controlled rectifier sales |
$835,176 $360,460 $87,300 $51,095 $4,327 $331,968 $2,164 $1,093,177 |
2 PAN-JIT ASIA INTERNATIONAL INC. 2 CONTINENTAL LIMITED 2 ENR APPLIED PACKING MATERIAL CORPORATION 2 DYNAMIC TECH GROUP LIMITED 3 Pan Jit Electronics (Wuxi) Co., Ltd. 3 Pan Jit Electronics (Wuxi) Co., Ltd. 3 Pan Jit Electronics (Wuxi) Co., Ltd. 3 Pan Jit Electronics (Wuxi) Co., Ltd. |
$502,145 344,900 9,037 47,151 - - - - |
$- - - - - - - - |
$- - - - - - - - |
$502,145 344,900 9,037 47,151 - - - - |
$157,228 (10,073) - (255) (215) 25,906 468 (150,890) |
100.00% 100.00% - 97.44% 100.00% 70.28% 100.00% 100.00% |
$157,228 (Note 5) (10,073) (Note 5) - (248) (Note 5) (215) (Note 5) 18,207 (Note 5) 468 (Note 5) (150,890) (Note 5) |
$3,465,139 (Note 5) 832,554 (Note 5) - 13,755 (Note 5) 5,076 (Note 5) 284,309 (Note 5) 1,525 (Note 5) 787,969 (Note 5) |
$56,439 - - - - - - - |
(continued in next page)
~ ~ 107
Notes to the Consolidated Financial Statements of PANJIT International Inc. and Subsidiaries (continued)
(Unit: NT$ thousand, unless otherwise indicated) Information on investment in mainland China
| (continued from previous page) | (continued from previous page) | (continued from previous page) | (continued from previous page) | (continued from previous page) | (continued from previous page) | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Investing companies | Investee Companies in Mainland China | Main business items | Total Amount of Paid-in Capital |
Method of Investment (Note 1) |
Accumulated Outflow of Investment from Taiwan as of January 1, 2023 |
Investment Flows | Accumulated Outflow of Investment from Taiwan as of 31 December, 2023 |
Net income (loss) of investee company |
Percentage of Ownership |
Investment income (loss) recognized (Note 2) |
Carrying Value as of 31 December, 2023 |
Accumulated Inward Remittance of Earnings as of Outflow 31 December, 2023 |
|
| Outflow | Inflow | ||||||||||||
| PANJIT INTERNATIONAL INC. Pynmax Technology Co., Ltd. Champion Microelectronic Corp. |
Zibo Micro Commercial Components Corp. Jiangsu Aide Solar Technology Co. Ltd. MAX−DIODE ELECTRONIC., LTD.(SHENZHEN) Great Power Microelectronics Corp. |
Rectifier diode, rectifier bridge, Electronic devices Development, manufacturing and sales of solar energy products and self-acting agents of various commodities and technologies, import and export Sales of new types of electronic components, semiconductor controlled rectifier Technology development of electronic products and mport, export and wholesale operation of related products |
$845,879 $246,034 $51,095 $84,839 |
3 Suzhou Grande Electronics Co. Ltd. 2 AIDE ENERGY (CAYMAN) HOLDING CO., LTD. 2 DYNAMIC TECH GROUP LIMITED 2 Wisdom Toprich Technology Limited |
$- 1,573,193 34,806 156,718 |
$- - - - |
$- - - 79,833 |
$- 1,573,193 34,806 76,885 |
($55,159) 9,741 (255) (8,286) |
18.86% 94.43% 47.78% 100.00% |
($10,403) 9,198 (Note 5) (122) (Note 5) (8,286) (Note 5) |
$133,044 (1,713,809) (Note 5) 6,745 (Note 5) 77,457 (Note 5) |
$- - - - |
| Cumulative investment amount remitted from Taiwan to Mainland China at the end of the period | Investment amoun | t approved by Investment Review Committee of Ministry of Economy |
Investment ceiling in Mainland China according to provisions of Investment Review Committee of Ministry of Economy |
||||||||||
| PANJIT INTERNATIONAL INC. | $2,476,426 | $3,683,099 | (Note 3) | ||||||||||
| Pynmax Technology Co., Ltd. | $34,806 | $34,806 | (Note 4) $907,814 | ||||||||||
| Champion Microelectronic Corp. | $76,885 | $76,885 | (Note 4) $994,338 |
Note 1: Investment modes can be divided into the following three types, please mark the type:
-
(1) Direct Mainland China investment.
-
(2) Reinvest in mainland China through a third-region company (please specify the investment company in the third region.)
-
(3) Others.
-
(Note 2) For the column of gain or loss on investments recognized in the current period:
-
(1) If it is in preparation and there is no investment gain or loss, it should be indicated.
-
(2) The recognition basis of investment gain or loss is divided into the following three types, which should be specified
-
A. The financial report verified by an international accounting firm in cooperation with the Accounting Firm within the Republic of China.
-
B. The financial report certified and audited by the Taiwanese parent company’s CPA.
C. Others.
(Note 3): Due to the Company’s establishment of the operating headquarters, in accordance with the provisions of the law, the amount of investment in mainland China is not limited.
- (Note 4) Calculations of investment ceiling in Mainland China are as follows:
Pynmax Technology Co., Ltd.: NT$1,513,024 thousand × 60% = NT$907,814 thousand Champion Microelectronic Corp.: NT$1,657,230 thousand × 60% = NT$994,338 thousand
- (Note 5): It had been written off in preparing the consolidated financial report.
~ ~ 108
Notes to the Consolidated Financial Statements of PANJIT International Inc. and Subsidiaries (continued)
(Unit: NT$ thousands, unless otherwise indicated)
Business relationships and significant transactions and amount between parent company and subsidiaries and among subsidiaries
Attachment 8
| No. (Note 1) |
Name of transaction party | Counter-party | Relationship (Note 2) |
Transaction Status (Note 4) | Transaction Status (Note 4) | Transaction Status (Note 4) | Transaction Status (Note 4) |
|---|---|---|---|---|---|---|---|
| Subject | Amount (Notes 5) |
Transaction condition | Percentage of total revenue or assets (Note 3) |
||||
| 0 | PANJIT INTERNATIONAL INC. | Pan Jit Electronics (Wuxi) Co., Ltd. | 1 | Purchase Trade payable Sales Trade receivable |
$1,628,201 416,637 1,160,909 417,718 |
The transaction price is based on the average cost and marked on a certain ratio. | 13% 1% 9% 1% |
| 0 | PANJIT INTERNATIONAL INC. | Pynmax Technology Co., Ltd. | 1 | Purchase Trade payable |
330,280 122,208 |
The transaction price is based on the average cost and marked on a certain ratio. | 3% 0% |
| 0 | PANJIT INTERNATIONAL INC. | PAN-JIT AMERICAS INC. | 1 | Sales | 194,063 | The transaction price is based on the average cost and marked on a certain ratio. | 2% |
| 0 | PANJIT INTERNATIONAL INC. | EC SOLAR C1 SRL | 1 | Other receivables | 152,910 | Based on contract of loans |
1% |
| 1 | Pynmax Technology Co., Ltd. | Pan Jit Electronics (Wuxi) Co., Ltd. | 3 | Sales Trade receivable |
366,216 101,116 |
The transaction price is based on the average cost and marked on a certain ratio. | 3% 0% |
| 2 | Pan Jit Electronics (Wuxi) Co., Ltd. | PanJit Electronic (Shandong) Co. Ltd. | 3 | Purchase | 146,862 | The transaction price is based on the average cost and marked on a certain ratio. | 1% |
| 2 | Pan Jit Electronics (Wuxi) Co., Ltd. | PANJIT Semiconductor (Xuzhou) Co., Ltd. | 3 | Purchase | 230,450 | The transaction price is based on the average cost and marked on a certain ratio. |
2% |
| 2 | Pan Jit Electronics(Wuxi)Co.,Ltd. | PANJIT Semiconductor(Xuzhou)Co.,Ltd. | 3 | Prepayforgoods | 134,429 | - |
0% |
| 2 | Pan Jit Electronics (Wuxi) Co., Ltd. | PAN-JIT INTERNATIONAL (H.K.) LTD. | 3 | Sales | 102,022 | The transaction price is based on the average cost and marked on a certain ratio. | 1% |
| 3 | Suzhou Grande Electronics Co. Ltd. | Jiangsu Aide Solar Technology Co., Ltd. | 3 | Other receivables | 404,077 | Based on contract of loans |
1% |
| 4 | PAN-JIT ASIA INTERNATIONAL INC. | Jiangsu Aide Solar Technology Co., Ltd. |
3 | Other receivables | 906,743 | Based on contract of loans | 3% |
| 5 | AIDE ENERGY(CAYMAN)HOLDING CO.,LTD. | JiangsuAide Solar Technology Co.,Ltd. |
3 | Prepayforgoods | 477,874 | - | 2% |
-
(Note 1): The business transaction information between the parent company and the subsidiary should be indicated in the index number column respectively, and the index number should be filled in as follows:
-
(1) 0 for parent company.
-
(2) Subsidiaries are coded from "1" in the order presented in the table above.
-
(Note 2): The relationship with the trader includes the following three types. Simply mark the type (if it is the same transaction between parent and subsidiary companies or between subsidiaries, there is no need for repeated disclosure. For example, if the parent company has disclosed the transaction between the parent company and the subsidiary
For subsidiary-to-subsidiary transactions, if one of its subsidiaries has disclosed, the other subsidiary does not need to disclose again):
-
(1) Parent company to subsidiary.
-
(2) Subsidiary to parent company.
(3) Subsidiary to subsidiary.
-
(Note 3): For the calculation of the ratio of the transaction amount to the combined total revenue or total assets, if it is an asset-liability subject, it is calculated based on the ending balance of the consolidated total assets; if it is a profit or loss account, it is calculated by the cumulative amount at the end of the period as a percentage of the consolida
-
(Note 4): If the transaction amount between parent and subsidiary reaches 100 million or more, it shall be disclosed.
-
(Note 5): It had been written off in preparing the consolidated financial report.
~ ~ 109
Notes to the Consolidated Financial Statements of PANJIT International Inc. and Subsidiaries (continued)
(Unit: NT$ thousand, unless otherwise indicated) Information on Major Shareholders
| Attachment 9 Unit: shares |
Attachment 9 Unit: shares |
Attachment 9 Unit: shares |
|---|---|---|
| Shares Name of substantial shareholders |
Number of Shares Held | Shareholding Ratio |
| Jinmao Investment Co., Ltd. | 52,121,710 | 13.64% |
Note 1: The major shareholders in this table have completed delivery of non-physical registration (including treasury stocks) on the last business day of each quarter calculated by the Taiwan Depository & Clearing Corporation.
. However, the Capital stock recorded in the Company’s financial statements and the number of shares actually delivered by the Company without physical registration may differ due to calculation bases
.
(Note 2): If a shareholder delivers its shareholding information to the trust, the aforesaid information shall be disclosed by the individual trustee who opened the trust account. For information on shareholders,
who declare to be insiders holding more than 10% of shares in accordance with the Securities and Exchange Act, and their shareholdings include their shareholdings plus their delivery of trust and shares with the right
. to make decisions on trust property, please refer to MOPS
~ ~ 110
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:
-
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.
-
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.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability to continue as a going concern of the Company. 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.
-
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.
-
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”.
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(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:
~18~
-
(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.
~19~
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.
~20~
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.
~21~
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.
~22~
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.
~23~
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.
~24~
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.
~25~
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;
~28~
-
(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.
~31~
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.
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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.
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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.
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(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.
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(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.
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(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 expense-Expected 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.
- 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 | |||
| $692,338 | |||
~ ~ 94
PANJIT INTERNATIONAL INC.
- Statement of financial assets at fair value through profit or loss - current
December 31, 2023
| December 31, 2023 | December 31, 2023 | December 31, 2023 | December 31, 2023 | December 31, 2023 | December 31, 2023 | December 31, 2023 | ||||
|---|---|---|---|---|---|---|---|---|---|---|
| Units: NT$ 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 | $1,656,195 | |||
PANJIT INTERNATIONAL INC.
- Statement of Other current assets
December 31, 2023
Units: NT$ 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 |
|
| $154,654 | |||
~ ~ 98
PANJIT INTERNATIONAL INC.
- Financial assets at fair value through other comprehensive profit or loss - non-current
January 01 to December 31, 2023
Units: NT$ 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 | $13,916,151 | |||||||||
(Note 1): The share of the subsidiary’s profit or loss, the upstream unrealized sales benefits, counter-current realized sales benefits, and the profit or loss of side-stream transactions between subsidiaries recognized by the equity method.
-
(Note 2) The balance of translation of the financial statements of foreign operation institutions recognized by equity method
-
(Note 3): Obtaining or disposing of equity differences in subsidiaries, downstream unrealized profits and losses, insurance of cash dividends, actuarial profits and losses of defined benefit plan, unrealized (gains) and losses of financial assets measured at fair value through other comprehensive income, unearned compensation for employees, etc. recognized under the equity method.
-
(Note 4): It is recognized based on the shareholding ratio of the investee company.
-
(Note 5): Cash reduction by investee company.
-
(Note 6): Based on the seasoned equity offering of the investee company.
-
(Note 7): Acquired in the current period.
~ ~ 100
PANJIT INTERNATIONAL INC.
- Statement of Changes in Right-of-Use Assets
January 01 to December 31, 2023
Units: NT$ 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 | $8,756 | |||||
PANJIT INTERNATIONAL INC.
- Statement of Accumulated depreciation - Changes in Right-of-Use Assets
January 01 to December 31, 2023
Units: NT$ 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 $575 |
(Note): The single item balance contained does not exceed the contract liability - 5% of the current account balance.
PANJIT INTERNATIONAL INC.
- Statement of Trade Payable December 31, 2023
Units: NT$ 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 $554,405 |
(Note): The balance of a single item does not exceed 5% of the accounts payable balance.
PANJIT INTERNATIONAL INC.
- Statement of Trade Payable - Related Parties December 31, 2023
Units: NT$ 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) |
||||
| $666 | ||||
~ ~ 106
PANJIT INTERNATIONAL INC.
- Statement of Long-term Borrowings December 31, 2023
| PANJIT INTERNATIONAL INC. 22. Statement of Long-term Borrowings December 31, 2023 |
PANJIT INTERNATIONAL INC. 22. Statement of Long-term Borrowings December 31, 2023 |
PANJIT INTERNATIONAL INC. 22. Statement of Long-term Borrowings December 31, 2023 |
PANJIT INTERNATIONAL INC. 22. Statement of Long-term Borrowings December 31, 2023 |
PANJIT INTERNATIONAL INC. 22. Statement of Long-term Borrowings December 31, 2023 |
||
|---|---|---|---|---|---|---|
| Units: NT$ 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