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PANJIT — Interim / Quarterly Report 2023
Dec 27, 2023
52114_rns_2023-12-27_475a7586-c176-436e-8e41-b131e5a419e5.pdf
Interim / Quarterly Report
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PANJIT INTERNATIONAL INC. AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
WITH REPORT OF INDEPENDENT ACCOUNTANTS
FOR THE NINE-MONTH PERIODS ENDED 30 SEPTEMBER, 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.
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Review Report of Independent Accountants
To: PANJIT INTERNATIONAL INC.
Introduction
We have reviewed the accompanying consolidated balance sheets of PANJIT INTERNATIONAL INC. (the “Company”) and its subsidiaries as of 30 September 2023 and 2022, the related consolidated statements of comprehensive income for the three-month and nine-month periods ended 30 September 2023 and 2022 and consolidated statements of changes in equity and cash flows for the nine-month periods ended 30 September 2023 and 2022, and notes to the consolidated financial statements, including the summary of significant accounting policies (together “the consolidated financial statements”). Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Accounting Standard 34, “Interim Financial Reporting” as endorsed and became effective by Financial Supervisory Commission of the Republic of China. Our responsibility is to express a conclusion on these consolidated financial statements based on our reviews.
Scope of Review
Except as explained in the following paragraph, we conducted our reviews in accordance with Statement of Auditing Standards No. 2410, "Review of Financial Statements". A review of consolidated financial statements consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in the Republic of China and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Basis for Qualified Conclusion
As explained in Note 4, the financial statements of certain insignificant subsidiaries were not reviewed by independent accountants. Those statements reflected total assets of NT$4,296,442 thousand and NT$4,937,272 thousand, constituting 15% and 17% of the consolidated total assets, and total liabilities of NT$814,282 thousand and NT$1,307,348 thousand, constituting 6% and 9% of the consolidated total liabilities as of 30 September 2023 and 2022, respectively; and total comprehensive income of NT$35,549 thousand, NT$186,580 thousand, NT$185,359 thousand and NT$713,438 thousand, constituting 6% , 16%, 29% and 35% of the consolidated total comprehensive income for the three-month and nine-month periods ended 30 September 2023 and 2022, respectively. As explained in Note 6. (8), the financial statements of certain associates and joint ventures accounted for under the equity method were not reviewed by independent accountants. Those associates and joint ventures under equity method amounted to NT$139,197 thousand and NT$152,890 thousand as of 30 September 2023 and 2022, respectively. The related shares of profits from the associates and
~2~
joint ventures under the equity method amounted to (NT$1,796) thousand, (NT$5,865) thousand, NT$12,773 thousand and NT$5,120 thousand for the three-month and nine-month periods ended 30 September 2023 and 2022, respectively. The information related to above subsidiaries, and associates and joint ventures accounted for under the equity method disclosed in Note 13 was also not reviewed by independent accountants.
Qualified Conclusion
Based on our reviews and the review reports of other independent accountants (please refer to the Other Matter paragraph of our report), except for the effect of such adjustments, if any, as might have been determined to be necessary had the financial statements of certain insignificant subsidiaries, associates and joint ventures accounted for using equity method and the information been reviewed by independent accountants described in the preceding paragraph, nothing has come to our attention that causes us to believe that the accompanying consolidated financial statements do not present fairly, in all material respects, the consolidated financial position of the Company and its subsidiaries as at 30 September 2023 and 2022, and their consolidated financial performance for the three-month and nine-month periods ended 30 September 2023 and 2022, and their consolidated cash flows for the nine-month periods ended 30 September 2023 and 2022, in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Accounting Standard 34, “Interim Financial Reporting” as endorsed and became effective by Financial Supervisory Commission of the Republic of China.
Other Matter – Making Reference to the Reviews of Other Independent Accountants
We did not review 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 $1,555,829 thousand and $1,570,401 thousand, constituting 5% and 5% of consolidated total assets as of 30 September 2023 and 2022, and the related shares of profits from the associates and joint ventures under the equity method of $34,024 thousand, $75,456 thousand, $28,269 thousand and $68,707 thousand, constituting 9%, 8%, 5% and 4% of consolidated pretax income for the threemonth and nine-month periods ended 30 September 2023 and 2022, respectively. Those financial statements were reviewed by other independent accountants, whose reports thereon have been furnished to us, and our review results are based solely on the reports of the other independent accountants.
Ernst & Young Taiwan
November 9, 2023
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 review 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 accountants are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in 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.
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PANJIT INTERNATIONAL INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
September 30, 2023, December 31, 2022, and September 30, 2022
(Expressed in Thousand of New Taiwan Dollars)
| Assets | Notes | **September 30, ** | 2023 | **December 31, ** | 2022 | **September 30, ** | 2022 |
|---|---|---|---|---|---|---|---|
| Amount | % | 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 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 asset Prepayment for equipments Refundable deposits Other non-current assets, others Total non-current assets Total assets |
6(1) 6(2) 6(5),(21) 6(6),(21) 6(6), (21)/7 7 6(7) 8 6(2) 6(3) 6(4) 6(8) 6(9) 6(22) 6(10),(11) 8 8 |
$2,816,329 2,417,231 712,377 3,880,190 55,585 165,819 2,222 3,158,084 890,655 134,167 |
10 9 2 14 - 1 - 11 3 - |
$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 |
$2,510,798 3,162,598 526,611 3,931,942 68,539 179,234 4,255 3,687,276 540,045 293,309 |
8 11 2 13 - 1 - 12 2 1 |
| 14,232,659 | 50 | 14,609,804 | 50 | 14,904,607 | 50 | ||
| 43,701 534,495 27,489 2,029,265 7,821,673 1,258,417 1,639,735 369,591 136,955 469,660 139,557 |
- 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 |
- 2 - 7 25 5 6 1 2 2 - |
38,674 1,254,988 25,465 2,029,596 6,574,413 1,281,840 1,625,932 469,732 889,257 629,548 138,536 |
- 4 - 7 22 4 5 2 3 2 1 |
||
| 14,470,538 | 50 | 14,557,042 | 50 | 14,957,981 | 50 | ||
| $28,703,197 | 100 | $29,166,846 | 100 | $29,862,588 | 100 | ||
(continued) (The accompanying notes are an integral part of the consolidated financial statements.)
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PANJIT INTERNATIONAL INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
September 30, 2023, December 31, 2022, and September 30, 2022
(Expressed in Thousand of New Taiwan Dollars)
| Liabilities and equity | Notes | September 30, 2023 | September 30, 2023 | December 31, 2022 | December 31, 2022 | **September 30, ** | 2022 |
|---|---|---|---|---|---|---|---|
| Amount | % | Amount | % | Amount | % | ||
| Current liabilities Short-term borrowings Financial liabilities at fair value through profit or loss - current Contractual 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 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 stock Common stock Capital surplus Retained earnings Legal reserves Special reserves Unappropriated 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(13) 6(20) 6(14) 7 7 6(22) / 7 6(16) / 8 7 6(16) / 8 6(22) / 7 6(15) 6(18) 6(18) 6(18) 6(18) 6(18) |
$3,277,747 4,831 23,874 690,154 1,522,188 70,849 1,377,994 37,945 277,276 55,285 507,000 108,442 |
12 - - 2 6 - 5 - 1 - 2 - |
$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 - |
$5,229,183 6,804 6,358 805,333 1,379,539 73,435 1,508,511 38,431 274,058 51,974 369,583 99,757 |
18 - - 3 5 - 5 - 1 - 1 - |
| 7,953,585 | 28 | 7,547,887 | 26 | 9,842,966 | 33 | ||
| 5,315,373 102,937 297,838 86,811 62,943 103,368 |
19 - 1 - - - |
6,033,741 91,895 321,641 98,807 66,945 96,695 |
21 - 1 - - - |
4,318,878 110,429 332,257 104,089 93,830 112,573 |
15 - 1 - - 1 |
||
| 5,969,270 | 20 | 6,709,724 | 22 | 5,072,056 | 17 | ||
| 13,922,855 | 48 | 14,257,611 | 48 | 14,915,022 | 50 | ||
| 3,821,149 6,005,508 729,336 717,237 2,438,005 |
13 21 3 2 9 |
3,828,149 6,016,861 505,733 717,237 3,116,721 |
13 21 2 2 11 |
3,828,149 6,016,123 505,733 717,237 2,521,642 |
13 20 2 2 8 |
||
| 3,884,578 | 14 | 4,339,691 | 15 | 3,744,612 | 12 | ||
| (269,779) - |
(1) - |
(552,617) (16,507) |
(2) - |
118,576 (16,507) |
1 - |
||
| 13,441,456 | 47 | 13,615,577 | 47 | 13,690,953 | 46 | ||
| 1,338,886 | 5 | 1,293,658 | 5 | 1,256,613 | 4 | ||
| 14,780,342 | 52 | 14,909,235 | 52 | 14,947,566 | 50 | ||
| $28,703,197 | 100 | $29,166,846 | 100 | $29,862,588 | 100 | ||
(The accompanying notes are an integral part of the consolidated financial statements.)
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PANJIT INTERNATIONAL INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the three-month and nine-month periods ended 30 September 2023 and 2022
(Expressed in Thousand of New Taiwan Dollars)
| Items | Notes | For the three-m | onth periods ended 30 September | onth periods ended 30 September | onth periods ended 30 September | For the nine-m | onth periods ended 30 September | onth periods ended 30 September | onth periods ended 30 September |
|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | ||||||
| Amount | % | Amount | % | Amount | % | Amount | % | ||
| Operating revenues Operating costs Gross profit Operating expenses Selling expense General and administrative expenses Research and development expenses Expected credit impairment (losses) gains Subtotal Operating income Non-operating income and expenses Interest income Other income Other gains or losses Financial costs Share of profit or loss of associates under equity method Subtotal Pretax income from continuing operations Income tax expense Profit from continuing operations Net income Other comprehensive income (loss) Items that will not be reclassified subsequently to profit or loss: Unrealized gains (losses) from equity instrument investments measured at fair value through other comprehensive income Income tax related to items that will not be reclassified Items that may be reclassified subsequently to profit or loss: Exchange differences arising on translation of foreign operations Total other comprehensive income (loss), net of tax Total comprehensive income Total comprehensive income attributable to: Stockholders of the parent Non-controlling interests Total comprehensive income attributable to: Stockholders of the parent Non-controlling interests Earnings per share (NT$) Basic earnings per share Diluted earnings per share |
6(20), 7 6(7),(22),(23),7 6(21),(22),(23),7 6(22),(24),7 6(8) 6(26) 6(25),(26) 6(27) |
$3,273,424 (2,434,342) |
100 (74) |
$3,168,567 (2,227,774) |
100 (70) |
$9,676,948 (7,239,941) |
100 (75) |
$10,369,798 (7,120,239) |
100 (69) |
| 839,082 | 26 | 940,793 | 30 | 2,437,007 | 25 | 3,249,559 | 31 | ||
| (168,197) (225,338) (205,843) (5,182) |
(5) (7) (7) - |
(171,854) (265,063) (204,621) 2,102 |
(5) (8) (7) - |
(506,818) (638,421) (607,709) (1,886) |
(5) (7) (6) - |
(518,635) (810,124) (507,636) 8,382 |
(5) (7) (5) - |
||
| (604,560) | (19) | (639,436) | (20) | (1,754,834) | (18) | (1,828,013) | (17) | ||
| 234,522 | 7 | 301,357 | 10 | 682,173 | 7 | 1,421,546 | 14 | ||
| 43,663 30,610 74,296 (47,156) 34,889 |
1 1 2 (1) 1 |
34,115 22,151 151,843 (36,827) 49,252 |
1 1 5 (1) 1 |
119,791 82,400 158,657 (150,967) 81,572 |
1 1 2 (2) 1 |
97,036 76,305 330,164 (94,917) 105,071 |
1 1 3 (1) 1 |
||
| 136,302 | 4 | 220,534 | 7 | 291,453 | 3 | 513,659 | 5 | ||
| 370,824 (59,154) |
11 (2) |
521,891 (85,965) |
17 (3) |
973,626 (144,387) |
10 (1) |
1,935,205 (326,514) |
19 (3) |
||
| 311,670 | 9 | 435,926 | 14 | 829,239 | 9 | 1,608,691 | 16 | ||
| 311,670 | 9 | 435,926 | 14 | 829,239 | 9 | 1,608,691 | 16 | ||
| (4,295) (138) 313,621 |
- - 10 |
(102,859) (944) 315,573 |
(3) - 10 |
20,915 (257) 292,919 |
- - 3 |
(305,234) 471 755,772 |
(3) - 7 |
||
| 309,188 | 10 | 211,770 | 7 | 313,577 | 3 | 451,009 | 4 | ||
| $620,858 | 19 | $647,696 | 21 | $1,142,816 | 12 | $2,059,700 | 20 | ||
| $243,832 67,838 |
7 2 |
$425,637 10,289 |
14 - |
$676,047 153,192 |
7 2 |
$1,608,181 510 |
16 - |
||
| $311,670 | 9 | $435,926 | 14 | $829,239 | 9 | $1,608,691 | 16 | ||
| $539,083 81,775 |
16 3 |
$628,875 18,821 |
20 1 |
$974,072 168,744 |
10 2 |
$1,974,675 85,025 |
19 1 |
||
| $620,858 | 19 | $647,696 | 21 | $1,142,816 | 12 | $2,059,700 | 20 | ||
| $0.64 | $1.11 | $1.77 | $4.21 | ||||||
| $0.64 | $1.11 | $1.76 | $4.20 | ||||||
(The accompanying notes are an integral part of the consolidated financial statements.)
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PANJIT INTERNATIONAL INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY For the nine-month periods ended 30 September 2023 and 2022 (Expressed in Thousand of New Taiwan Dollars)
| Items | Equity attributab | Equity attributab | le to owners ofparent company | le to owners ofparent company | Non- controlling interests |
Total equity | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Capital stock | Capital surplus |
Retained earnings | Oth | er components of equity | Treasury stock |
Total | ||||||
| Common stock |
Legal reserves |
Special reserves |
Undistributed 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 January 1, 2022 Appropriation and distribution of 2021 retained earnings Legal reserve Cash dividend Changes in equity of associates accounted for using the equity method Net income for the nine-month periods ended 30 September 2022 Total comprehensive income (loss) Changes in ownership interests in subsidiaries Changes in non-controlling interests Disposal of equity instruments investments at fair value through other comprehensive income Balance as of September 30, 2022 Balance as of January 1, 2023 Appropriation and distribution of 2022 retained earnings Legal reserve Cash dividend Changes in equity of associates accounted for using the equity method Net income for the nine-month periods ended 30 September 2023 Total comprehensive income (loss) Retirement of treasury share Changes in ownership interests in subsidiaries Changes in non-controlling interests Balance as of September 30, 2023 Disposal of investments in equity instruments designated at fair value through other comprehensive income Difference between consideration and carrying amount of subsidiaries acquired or disposed Other comprehensive income (loss) for the nine-month periods ended 30 September 2022 Other comprehensive income (loss) for the nine-month periods ended 30 September 2023 |
$3,828,149 - - - - - |
$6,086,155 - - (622) - - |
$328,134 177,599 - - - - |
$717,237 - - - - - |
$2,204,637 (177,599) (1,146,345) - 1,608,181 - |
($821,558) - - - - 659,212 |
$570,034 - - - - (292,718) |
($413) - - - - - |
($16,507) - - - - - |
$12,895,868 - (1,146,345) (622) 1,608,181 366,494 |
$215,134 - - (43) 510 84,515 |
$13,111,002 - (1,146,345) (665) 1,608,691 451,009 |
| - | - | - | - | 1,608,181 | 659,212 | (292,718) | - | - | 1,974,675 | 85,025 | 2,059,700 | |
| - - - - |
(69,414) 4 - - |
- - - - |
- - - - |
36,787 - - (4,019) |
- - - - |
- - - 4,019 |
- - - - |
- - - - |
(32,627) 4 - - |
120,672 (167,990) 1,003,815 - |
88,045 (167,986) 1,003,815 - |
|
| $3,828,149 | $6,016,123 | $505,733 | $717,237 | $2,521,642 | ($162,346) | $281,335 | ($413) | ($16,507) | $13,690,953 | $1,256,613 | $14,947,566 | |
| $3,828,149 - - - - - |
$6,016,861 - - (1,886) - - |
$505,733 223,603 - - - - |
$717,237 - - - - - |
$3,116,721 (223,603) (1,146,345) - 676,047 - |
($418,846) - - - - 278,390 |
($133,358) - - - - 19,635 |
($413) - - - - - |
($16,507) - - - - - |
$13,615,577 - (1,146,345) (1,886) 676,047 298,025 |
$1,293,658 - - - 153,192 15,552 |
$14,909,235 - (1,146,345) (1,886) 829,239 313,577 |
|
| - | - | - | - | 676,047 | 278,390 | 19,635 | - | - | 974,072 | 168,744 | 1,142,816 | |
| (7,000) - - - |
(9,507) 40 - - |
- - - - |
- - - - |
- (2) - 15,187 |
- - - - |
- - - (15,187) |
- - - - |
16,507 - - - |
- 38 - - |
- (38) (123,478) - |
- - (123,478) - |
|
| $3,821,149 | $6,005,508 | $729,336 | $717,237 | $2,438,005 | ($140,456) | ($128,910) | ($413) | $- | $13,441,456 | $1,338,886 | $14,780,342 | |
(The accompanying notes are an integral part of the consolidated financial statements.)
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PANJIT INTERNATIONAL INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS
For the nine-month periods ended 30 September 2023 and 2022 (Expressed in Thousand of New Taiwan Dollars)
| Items | For the nine-month periods ended 30 September |
For the nine-month periods ended 30 September |
|---|---|---|
| 2023 | 2022 | |
| Cash flow from operating activities Profit before tax for the current period Adjustment items: Revenue and expenses Depreciation Amortization Expected credit impairment losses (gains) Net (gain) on financial assets or liabilities at fair value through profit or loss Interest expense Interest income Dividend income Share of (profit) of associates accounted for using equity method (Gain) loss on disposal of property, plant and equipment Loss on disposal of investments (Gain) on disposal of investments accounted for using equity Reversal of impairment loss on non-financial assets Other items - loss on inventory valuation Other items - 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 Ttrade 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 Subtotal Cash generated from operations Interest received Income tax (paid) Net cash flows from (used in) operating activities |
$973,626 641,291 32,535 1,886 (90,643) 150,967 (119,791) (7,654) (81,572) (752) 7,955 - (52) 178,092 (9,412) 702,850 789,929 (359,518) (594,188) 1,115 (19,664) 1,130 417,229 (121,590) 16,209 13,833 84,249 104,507 11,781 (205,299) 42 31,497 (6,291) 164,971 1,841,447 119,791 (172,398) 1,788,840 |
$1,935,205 531,541 33,944 (8,382) (43,490) 94,917 (97,036) (15,555) (105,071) 349 - (72,787) (134) 217,289 (3,620) |
| 531,965 | ||
| 593,322 52,838 (24,549) 72,150 (27,067) 2,269 (1,196,701) 25,096 9,644 (10,492) 49,749 (724,061) (112,815) (229,668) (2,125) 76,287 (14,436) |
||
| (1,460,559) | ||
| 1,006,611 97,036 (435,606) |
||
| 668,041 | ||
(continued) (The accompanying notes are an integral part of the consolidated financial statements.)
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PANJIT INTERNATIONAL INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the nine-month periods ended 30 September 2023 and 2022
(Expressed in Thousand of New Taiwan Dollars)
| Items | For the nine-month periods ended 30 September |
For the nine-month periods ended 30 September |
|---|---|---|
| 2023 | 2022 | |
| 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 using 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 business facilities Dividends received Net cash flows from (used in) investing activities Cash flows from financing activities: Increase in short-term borrowings Increase in long-term borrowings Repayments of long-term debt Repayments of lease liabilities Increase in other non-current liabilities Cash dividends Acquisition of ownership interests in subsidiaries Interest paid Change in non-controlling interests Net cash flows from (used in) financing activities Effect of exchange rate changes on cash and cash equivalents Net (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period |
443 (6,393) - - - (621,994) 4,406 - 167,810 (5,390) (4,998) - (2,141) (207,055) 128,359 |
10,881 (39,074) (27,151) 97,750 (997,574) (764,572) 9,667 (88,274) - (25,018) - 5,527 (39,828) (706,246) 143,846 |
| (546,953) | (2,420,066) | |
| 511,876 - (694,806) (52,444) 6,672 (1,146,345) - (138,297) (123,478) |
2,009,021 47,981 - (48,864) 5,079 (1,146,345) (753) (84,476) (293,517) |
|
| (1,636,822) | 488,126 | |
| 177,696 (217,239) 3,033,568 |
360,990 (902,909) 3,413,707 |
|
| $2,816,329 | $2,510,798 | |
(The accompanying notes are an integral part of the consolidated financial statements.)
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PANJIT INTERNATIONAL INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE-MONTH PERIODS ENDED 30 SEPTEMBER 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 nine-month periods ended 30 September 2023 and 2022 were authorized for issue by the Board of Directors on 9 November 2023.
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 |
|---|---|---|
| 1 | Classification of Liabilities as Current or Non-current– Amendments to IAS 1 |
January 1, 2024 |
| 2 | Lease liabilities in a sale and leaseback–Amendment to IFRS 16 | January1,2024 |
| 3 | Non-current Liabilities with Covenants–Amendments to IAS 1 | January1,2024 |
| 4 | Supplier Finance Arrangements–Amendments to IAS 7 or IFRS 7 | January1,2024 |
~10~
- (a)Classification of Liabilities as Current or Non-current – Amendments to IAS 1
These are the amendments to paragraphs 69-76 of IAS 1 Presentation of Financial statements and the amended paragraphs related to the classification of liabilities as current or non-current.
- (b) Lease Liability in a Sale and Leaseback – Amendments to IFRS 16
The amendments add seller-lessees additional requirements for the sale and leaseback transactions in IFRS 16, thereby supporting the consistent application of the standard.
- (c) Non-current Liabilities with Covenants – Amendments to IAS 1
The amendments improved the information companies provide about long-term debt with covenants. The amendments 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 or 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, 2024. Have no material impact on the Group.
- (3) 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 by IASB |
|---|---|---|
| 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 orjoint ventures. |
To be determined by IASB |
| 2 | IFRS 17 "Insurance Contracts" | January1,2023 |
| 3 | Lack of Exchangeability –Amendments to IAS 21 | January1,2025 |
~11~
- (a) Amendments to IFRS 10 “Consolidated Financial Statements” and IAS 28 “Investments in Associates and Joint Ventures” - Sale or investment of assets between investors and their associates 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.
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.
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 1 January 2023 (from the original effective date of 1 January 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 1 January 2023.
~12~
- (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 1 January 2025.
The abovementioned standards and interpretations issued by IASB have not yet endorsed by FSC at the date when the Group’s financial statements were authorized for issue, and the local effective dates are to be determined by FSC. The new or amended standards and interpretations have no material impact on the Group.
4. Summary of material accounting policies
(1) Statement of compliance
The consolidated financial statements of the Group for the nine-month periods ended 30 September 2023 and 2022 have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers (“the Regulations”) and IAS 34 Interim Financial Reporting as endorsed and became effective by the FSC (TIFRSs).
- (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.
~13~
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 non-controlling interests even if this results in the non-controlling interests having a deficit balance.
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 | Subsidiary | Main Business | Percentage of ownership (%) | Percentage of ownership (%) | Percentage of ownership (%) |
|---|---|---|---|---|---|
| 30 Sep. 2023 100.00% |
31 Dec. 2022 |
30 Sep. 2022 |
|||
| The Company | PAN-JIT ASIA INTERNATIONAL INC. |
Investment holding | 100.00% | 100.00% |
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| Investor | Subsidiary | Main Business | Percentage of ownership (%) | Percentage of ownership (%) | Percentage of ownership (%) |
|---|---|---|---|---|---|
| 30 Sep. 2023 94.64% — (Note 4) 100.00% 30.00% 100.00% (Note 5) 100.00% 100.00% 95.86% 100.00% (Note 2) — (Note 3) 100.00% 100.00% (Note 2) 60.00% |
31 Dec. 2022 |
30 Sep. 2022 |
|||
| The Company The Company The Company The Company The Company PANJIT ASIA INTERNATIONAL INC. PANJIT ASIA INTERNATIONAL INC. PANJIT ASIA INTERNATIONAL INC. PANJIT ASIA INTERNATIONAL INC. PANJIT ASIA INTERNATIONAL INC. PANJIT ASIA INTERNATIONAL INC. PANJIT ASIA INTERNATIONAL INC. PANJIT ASIA INTERNATIONAL INC. |
Pynmax Technology Co., Ltd. LIFETECH ENERGY INC. AIDE ENERGY EUROPE COӦPERATIE U.A. Champion Microelectronic Corp.(“CMC”) PANJIT JAPAN Co., Ltd. PAN-JIT INTERNATIONAL (H.K.) LTD. PAN JIT EUROPE GMBH PAN JIT AMERICAS, INC. PAN JIT ELECTRONIC (WUXI) CO., LTD. SUMNERGY CO., LTD. CONTINENTAL LIMITED DYNAMIC TECH GROUP LIMITED PAN JIT KOREA CO., LTD. |
Manufacture of electronic components and international trade business Manufacture and sale lithium iron phosphate battery pack 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 Sale of electronic products Sale of electronic products Manufacture, and process of rectifier Battery management system research, development, production and sales of technical services Investment holding Investment holding Sale of electronic products |
94.64% — (Note 4) 100.00% 30.00% — 100.00% 100.00% 95.86% 100.00% (Note 2) — (Note 3) 100.00% 100.00% (Note 2) 60.00% |
94.64% 81.97% (Note 1) 100.00% 30.00% — 100.00% 100.00% 95.86% 100.00% (Note 2) 82.46% 100.00% 100.00% (Note 2) 60.00% |
~15~
| Investor | Subsidiary | Main Business | Percentage of ownership (%) | Percentage of ownership (%) | Percentage of ownership (%) |
|---|---|---|---|---|---|
| 30 Sep. 2023 94.43% 100.00% 100.00% 100.00% 100.00% 70.28% 100.00% |
31 Dec. 2022 |
30 Sep. 2022 |
|||
| PANJIT 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. |
AIDE ENERGY (CAYMAN) HOLDING CO., LTD. JOYSTAR INTERNATIONAL CO., LTD. MAX-DIODE ELECTRONIC LTD.(SHENZHEN) SUZHOU GRANDE ELECTRONICS CO., LTD. PANJIT Electronics (Beijing) Co., Ltd. PANJIT ELECTRONICS (SHANDONG) CO., LTD. PANJIT ELECTRONIC (QUFU) CO., LTD. |
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 |
94.43% 100.00% 100.00% 100.00% 100.00% 70.28% 100.00% |
94.43% 100.00% 100.00% 100.00% 100.00% 70.28% 100.00% |
~16~
| Investor | Subsidiary | Main Business | Percentage of ownership (%) | Percentage of ownership (%) | Percentage of ownership (%) |
|---|---|---|---|---|---|
| 30 Sep. 2023 100.00% — (Note 6) 100.00% 100.00% 100.00% 100.00% — (Note 7) 100.00% 100.00% 100.00% |
31 Dec. 2022 |
30 Sep. 2022 |
|||
| PAN JIT Electronics (Wuxi) Co., Ltd. AIDE ENERGY (CAYMAN) HOLDING CO., LTD. AIDE ENERGY (CAYMAN) HOLDING CO., LTD. AIDE ENERGY EUROPE COӦPERATIE U.A. AIDE ENERGY EUROPE B.V. Champion Microelectronic Corp. Champion Microelectronic Corp. Champion Microelectronic Corp. Wisdom Bright Inc. Wisdom Toprich Technology Limited |
PANJIT SEMICONDUCTOR (XUZHOU) CO., LTD. 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. Wisdom Toprich Technology Limited Great Power Microelectronics Corp. |
New types of electronic components, Semiconductor controlled rectifier sales 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 Investment holding Electronic products development, product import, export, and wholesale business |
100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% |
100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% |
~17~
-
(Note 1): The Company owned 81.97% of the shares with other subsidiaries, which are consolidated into the Company’s financial statements.
-
(Note 2): PAN-JIT ASIA INTERNATIONAL INC. owned 100.00% of the shares with other subsidiaries, which are consolidated into the Company’s financial statements.
-
(Note 3): SUMNERGY CO., LTD has completed liquidation and deregistration in November 2022.
-
(Note 4): LIFETECH Energy Inc. has acknowledged the liquidation statements in the third shareholders' meeting in November 2022 and received the letter of liquidation and write-off completion from the court in May 2023.
-
(Note 5): The company established PANJIT JAPAN Co., Ltd. in Japan in March 2023.
-
(Note 6): AIDE SOLAR ENERGY (HK) HOLDING LIMITED has completed liquidation and deregistration in September 2023.
-
(Note 7): Champion Microelectronic Corp. has completed its dissolution and liquidation in August 2023.
The financial statements of some of the consolidated subsidiaries listed above had not been reviewed by auditors. As of 30 September 2023 and 2022, the related assets of the subsidiaries which were unreviewed by auditors amounted to $4,296,442 thousand and $4,937,272 thousand respectively, and the related liabilities amounted to $814,282 thousand and $1,307,348 thousand, respectively. The comprehensive income of these subsidiaries amounted to $35,549 thousand, $186,580 thousand, $185,359 thousand, and $713,438 thousand for the three-month and nine-month periods ended 30 September 2023 and 2022, respectively.
(4) Foreign currency transactions
The Group’s consolidated financial statements are presented in NT$, 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:
~18~
-
(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.
- (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 noncontrolling 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
~19~
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) Classification Standard for Distinguishing Current and Non-current Assets and Liabilities
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
-
(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
~20~
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.
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,
~21~
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 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:
-
(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.
-
(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
~22~
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 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. Impairments 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
-
(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:
~23~
-
(a) At an amount equal to 12-month expected credit losses: the credit risk on a financial asset has not increased significantly since initial recognition or the financial asset is determined to have low credit risk at the reporting date. In addition, the Group measures the loss allowance at an amount equal to lifetime expected credit losses in the previous reporting period, but determines at the current reporting date that the credit risk on a financial asset has increased significantly since initial recognition is no longer met.
-
(b) At an amount equal to the lifetime expected credit losses: the credit risk on a financial asset has increased significantly since initial recognition or financial asset that is purchased or originated credit-impaired financial asset.
-
(c) For trade receivables or contract assets arising from transactions within the scope of IFRS 15, the Group measures the loss allowance at an amount equal to lifetime expected credit losses.
-
(d) For lease receivables arising from transactions within the scope of IFRS 16, the Group measures the loss allowance at an amount equal to lifetime expected credit losses.
At each reporting date, the Group needs to assess whether the credit risk on a financial asset has increased significantly since initial recognition by comparing the risk of a default occurring at the reporting date and the risk of default occurring at initial recognition. Please refer to Note 12 for further details on credit risk.
- C. Derecognition of financial assets
A financial asset is derecognized when:
-
i. The rights to receive cash flows from the asset have expired
-
ii. The Group has transferred the asset and substantially all the risks and rewards of the asset have been transferred
-
iii. The Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.
On derecognition of a financial asset in its entirety, the difference between the carrying amount and the consideration received or receivable including any cumulative gain or loss that had been recognized in other comprehensive income, is recognized in profit or loss.
~24~
D. Financial liabilities and equity
Classification between liabilities and 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.
~25~
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.
~26~
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.
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 instruments
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.
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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.
- (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:
-
i. In the principal market for the asset or liability, or
-
ii. 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.
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- (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.
- (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 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. A joint venture is a type of joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint venture.
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Under the equity method, the investment in the associate or an investment in a joint venture 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 or joint venture. After the interest in the associate or joint venture 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 or joint venture. Unrealized gains and losses resulting from transactions between the Group and the associate or joint venture are eliminated to the extent of the Group’s related interest in the associate or joint venture.
When changes in the net assets of an associate or a joint venture 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 or joint venture, 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 or joint venture on a prorata basis.
When the associate or joint venture issues new stock, and the Group’s interest in an associate or a joint venture is reduced or increased as the Group fails to acquire shares newly issued in the associate or joint venture 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 accounted for using the equity method. 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 Group disposes the associate or joint venture.
The financial statements of the associate or joint venture 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 or an investment in a joint venture 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 or joint venture 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:
- i. Its share of the present value of the estimated future cash flows expected to be generated by the associate or joint venture, including the cash flows from the operations of the associate and the proceeds on the ultimate disposal of the investment; or
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- ii. 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 or an investment in a joint venture 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 or joint venture, the Group measures and recognizes any retaining investment at its fair value. Any difference between the carrying amount of the associate or joint venture 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.
Depreciation is calculated on a straight-line basis over the estimated economic lives of the following assets:
| Buildings | 1~52 years |
|---|---|
| Machinery and equipment | 1~15 years |
| Utilities equipment | 1~13 years |
| Transportation equipment | 1~10 years |
| Office equipment | 1~10 years |
| Leasehold improvements | 1~20 years |
| Other equipment | 1~25 years |
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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.
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:
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-
(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 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;
-
(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 rightof-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.
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Except for those leases that the Group accounted for as short-term leases or leases of lowvalue 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.
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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-
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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.
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.
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(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 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.
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(22) Government grants
The Group only recognizes government subsidy income when it can reasonably be sure that it will meet the conditions set by the government subsidy and can receive the inflow of economic benefits from the government subsidy. When the subsidy is related to an asset, the government subsidy is recognized as deferred income and recognized as income in installments over the expected useful life of the relevant asset; when the subsidy is related to an expense item, the government subsidy is recognized as income with a reasonable and systematic method to match the expected period of the related costs’ occurrence.
When the Group obtains non-monetary government subsidies, the assets and subsidies received are recognized at the nominal amount, and the gain is recognized in the consolidated income statement in equal installments based on the expected useful life and benefit consumption pattern of the underlying assets. Obtaining loans or similar subsidy from the government or related institutions that are lower than the market interest rate is regarded as an additional government subsidy.
(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.
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
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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 Company 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.
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 share-based 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.
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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.
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.
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.
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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.
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), deferred tax assets and liabilities related to Pillar Two income tax will not be recognized nor disclosed.
Interim period income tax expense is accrued using the tax rate that would be applicable to expected total annual earnings, that is, the estimated average annual effective income tax rate applied to the pre-tax income of the interim period. The estimated average annual effective income tax rate only includes current income tax. The recognition and measurement of deferred tax follows annual financial reporting requirements in accordance with IAS 12. The Group recognizes the effect of change in tax rate for deferred taxes in full if the new tax rate is enacted by the end of the interim reporting period, by charging to profit or loss, other comprehensive income, or directly to equity.
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(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 noncontrolling 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 acquisition-date 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.
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
~42~
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.
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 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 cashinflows 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.
~43~
(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 changes of the future salary increases.
(d) Revenue recognition - Sales returns or allowance
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.
~44~
- (f) Trade receivables–estimation of impairment loss
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 on hand Checking, demand deposits and time deposits Total |
2023.09.30 | 2022.12.31 | 2022.09.30 |
|---|---|---|---|
| $1,029 2,815,300 |
$1,020 3,032,548 |
$1,306 2,509,492 |
|
| $2,816,329 | $3,033,568 | $2,510,798 |
- (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 Total Current Non-current Total |
2023.09.30 | 2022.12.31 | 2022.09.30 |
|---|---|---|---|
| $1,316,630 957 1,119,769 23,576 |
$2,550,358 957 460,650 19,500 |
$2,418,230 957 762,000 20,085 |
|
| $2,460,932 | $3,031,465 |
$3,201,272 |
|
| $2,417,231 43,701 |
$2,993,980 37,485 |
$3,162,598 38,674 |
|
| $2,460,932 | $3,031,465 |
$3,201,272 |
Financial assets at fair value through profit or loss were not pledged.
~45~
(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 |
2023.09.30 | 2022.12.31 | 2022.09.30 |
|---|---|---|---|
| $169,974 364,521 |
$157,684 364,205 |
$846,754 408,234 |
|
| $534,495 | $521,889 |
$1,254,988 |
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 nine-month periods ended 30 September 2023 and 2022 are as follow:
| Dividends recognized during the period | 2023.01.01~ 2023.09.30 $7,626 |
2022.01.01~ 2022.09.30 |
|---|---|---|
| $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 nine-month periods ended 30 September 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 |
2023.01.01~ 2023.09.30 $443 ($55) |
2022.01.01~ 2022.09.30 $10,881 ($4,019) |
|---|---|---|
(4) Financial assets measured at amortized cost - non-current
Financial products |
2023.09.30 | 2022.12.31 | 2022.09.30 |
|---|---|---|---|
| $27,489 | $26,622 |
$25,465 |
The Group has classified certain financial assets as the ones measured at amortized cost without providing guarantees. Please refer to Note 12 for the information on credit risks.
~46~
(5) Notes receivables
Notes receivables arising from operating activities Less:loss allowance Total |
2023.09.30 | 2022.12.31 | 2022.09.30 |
|---|---|---|---|
$712,377 – |
$352,859 – |
$526,611 – |
|
| $712,377 | $352,859 |
$526,611 |
Notes receivables of the Group were not pledged.
The Group follows the requirement of IFRS 9 to assess the impairment. Please refer to Note 6.(21) for more details on loss allowance and Note 12 for details on credit risk management.
(6) Trade receivables and Trade receivables-related parties
| Trade receivables Less: loss allowance Subtotal Ttade receivables - related parties Total |
2023.09.30 | 2022.12.31 | 2022.09.30 |
|---|---|---|---|
| $5,460,692 (1,580,502) |
$4,866,504 (1,506,344) |
$5,488,220 (1,556,278) |
|
| 3,880,190 | 3,360,160 |
3,931,942 |
|
| 55,585 | 56,700 |
68,539 |
|
| $3,935,775 | $3,416,860 |
$4,000,481 |
Trade receivables of the Group were not pledged.
Trade receivables are generally on 30 to 120 day terms. The total carrying amount as of 30 September 2023, 31 December 2022 and 30 September 2022 were $ 5,516,277 thousand, $ 4,923,204 thousand and $ 5,556,759 thousand, respectively. Please refer to Note 6.(21) for more details on loss allowance of trade receivables for the nine-month periods ended 30 September 2023 and 2022. Please refer to Note 12 for more details on credit risk management.
(7) Inventories
| Raw materials Work in process Finished goods Total |
2023.09.30 | 2022.12.31 | 2022.09.30 |
|---|---|---|---|
| $1,482,853 445,475 1,229,756 |
$1,605,552 459,375 1,689,338 |
$1,491,736 405,257 1,790,283 |
|
| $3,158,084 | $3,754,265 | $3,687,276 |
The cost of inventories recognized in expenses amounted to $ 2,434,342 thousand and $ 7,239,941 thousand for the three-month and nine-month periods ended 30 September 2023, respectively, including the valuation loss of inventories of $ 40,270 thousand and $ 178,092 thousand, respectively.
~47~
The cost of inventories recognized in expenses amounted to $2,227,774 thousand and $7,120,239 thousand for the three-month and nine-month periods ended 30 September 2022, respectively, including the valuation loss of inventories of $109,597 thousand and $217,289 thousand, respectively.
No inventories were pledged.
(8) Investments accounted for using the equity method
| 2023.09.30 | 2023.09.30 | 2022.12.31 | 2022.12.31 | 2022.09.30 | 2022.09.30 | |
|---|---|---|---|---|---|---|
| Investees | Percentage | Percentage | Percentage | |||
| of | of | of | ||||
| Carrying | ownership | Carrying |
ownership | Carrying |
ownership | |
| amount | (%) | amount | (%) | amount | (%) | |
| Investments in associates: | ||||||
| ZIBO MICRO COMMERCIAL COMPONENT CORP. |
$139,197 | 18.86% |
$147,300 |
18.86% |
$152,890 |
18.86% |
| MILDEX OPTICAL INC. | 334,239 | 29.28% |
315,359 |
29.28% |
306,305 |
29.28% |
| ALLTOP THCHNOLOGY CO.,LTD. |
||||||
| 1,555,829 | 19.15% |
1,575,688 |
19.18% |
1,570,401 |
19.18% |
|
| $2,029,265 | $2,038,347 | $2,029,596 |
Information on the materialassociate of 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 Group’s targeted business areas. The Group 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 $ 1,968,812 thousand as of September 30, 2023.
~48~
Reconciliation of the associate’s summarized financial information presented to the carrying amount of the Group’s interest in the associate:
| Assets Liabilities Equity Proportion of the Group’s ownership Subtotal Goodwill Patents Others (Note) Carrying amount of the investment |
2023.09.30 |
|---|---|
| $4,331,881 (1,818,732) |
|
| 2,513,149 19.15% |
|
| 481,268 988,226 59,581 26,754 |
|
| $1,555,829 |
(Note): The variance was because the conversion of the convertible bonds into common stocks occurred after acquisition date.
The summarized financial information was as follows:
Operating revenue Profit from continuing operations Other comprehensive income (post-tax) Total comprehensive income |
2023.07.01~ 2023.09.30 |
2022.07.01~ 2022.09.30 |
2023.01.01~ 2023.09.30 |
2022.01.01~ 2022.09.30 |
|---|---|---|---|---|
| $130,613 $34,024 $21,709 $55,733 |
$123,485 $28,269 ($416) $27,853 |
$327,396 $75,456 $10,462 $85,918 |
$342,501 $68,707 $13,730 $82,437 |
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 $ 139,197 thousand, $ 147,300 thousand and $ 152,890 thousand as of 30 September 2023, 31 December 2022, and 30 September 2022. The aggregate financial information of the Group’s investments in associates is as follows:
Profit(loss) from continuing operations Other comprehensive income (post-tax) Total comprehensive income |
2023.07.01~ 2023.09.30 |
2022.07.01~ 2022.09.30 |
2023.01.01~ 2023.09.30 |
2022.01.01~ 2022.09.30 |
|---|---|---|---|---|
| ($1,796) $– ($1,796) |
$12,773 $– $12,773 |
($5,865) $– ($5,865) |
$5,120 $– $5,120 |
~49~
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 $334,239 thousand, $315,359 thousand and $306,305 thousand as of 30 September 2023, 31 December 2022 and 30 September 2022. 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 |
2023.07.01~ 2023.09.30 |
2022.07.01~ 2022.09.30 |
2023.01.01~ 2023.09.30 |
2022.01.01~ 2022.09.30 |
|---|---|---|---|---|
| $2,661 $14,294 $16,955 |
$8,210 $21,779 $29,989 |
$11,981 $18,279 $30,260 |
$18,170 $38,833 $57,003 |
The share of the profit or loss of these associates accounted for using the equity method amount to ($1,796) thousand and ($5,865) thousand for the three-month and nine-month periods ended 30 September 2023, respectively. These amounts were based on unreviewed financial statements of the investees.
The share of the profit or loss of these associates accounted for using the equity method amount to $12,773 thousand and $5,120 thousand for the three-month and nine-month periods ended 30 September 2022, respectively. These amounts were based on unreviewed financial statements of the investees.
The associates had no contingent liabilities or capital commitments, and no pledges as of 30 September 2023, 31 December 2022, and 30 September 2022.
(9) Property, plant, and equipment
Owner occupied property, plant and equipment Property, plant and equipment leased out under operating leases Total |
2023.09.30 | 2022.12.31 | 2022.09.30 |
|---|---|---|---|
$7,741,507 80,166 |
$7,329,947 81,346 |
$6,492,670 81,743 |
|
| $7,821,673 | $7,411,293 | $6,574,413 |
~50~
i. Owner occupied property, plant and equipment
| Cost: As at 1 Jan. 2023 Additions Disposals Transfers Exchange differences As at 30 Sep. 2023 |
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 – – – (119) |
$1,678,591 6,835 – 25,626 306 |
$10,114,852 194,063 (200,512) 324,398 5,793 |
$17,920 – (38) 365 3 |
$185,702 400 – – – |
$157,386 4,700 (9,803) 735 594 |
$67,078 852 – 5,156 2,443 |
$1,613,863 44,489 (27,109) 23,937 857 |
$1,964,143 210,854 – 123,342 14 |
$16,381,303 462,193 (237,462) 503,559 9,891 |
|
| $581,649 | $1,711,358 | $10,438,594 | $18,250 |
$186,102 |
$153,612 |
$75,529 |
$1,656,037 | $2,298,353 | $17,119,484 |
| Depreciation and impairment: As at 1 Jan. 2023 $– Depreciation – Disposals – Impairment losses (reversal) – Transfer – Exchange differences – As at 30 Sep. 2023 $– |
Depreciation and impairment: As at 1 Jan. 2023 $– Depreciation – Disposals – Impairment losses (reversal) – Transfer – Exchange differences – As at 30 Sep. 2023 $– |
($741,757) (39,054) – – 4,557 (737) |
($6,787,961) (415,668) 197,497 52 (1,176) (2,822) |
($12,624) (1,189) 24 – – 1 |
($165,538) (3,017) – - – – – |
($111,713) (11,696) 9,803 – – (567) |
($41,516) (2,569) – – (4,669) (1,479) |
($1,190,247) (79,733) 26,484 – – (663) |
$– – – – – – |
($9,051,356) (552,926) 233,808 52 (1,288) (6,267) |
|---|---|---|---|---|---|---|---|---|---|---|
| $– | ($776,991) | ($7,010,078) | ($13,788) | ($168,555) | ($114,173) | ($50,233) | ($1,244,159) | $– | ($9,377,977) |
~51~
| Land Cost: As at 1 Jan. 2022 $576,743 Additions – Disposals – Transfers – Effect of changes in consolidated 4,784 Exchange differences (245) As at 30 Sep. 2022 $581,282 Depreciation and impairment: As at 1 Jan. 2022 $– Depreciation expense – Disposals – Impairment losses (reversal) – Transfers – Effect of changes in consolidated – Exchange differences – As at 30 Sep. 2022 $– Net carrying amount as at: 2023.09.30 $581,649 2022.12.31 $581,768 2022.09.30 $581,282 |
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 (245) |
$1,435,766 15,260 – 2,117 85,663 17,194 |
$8,561,243 190,885 (196,284) 536,813 95,531 57,863 |
$14,720 4,353 (1,297) – – 323 |
$173,271 1,625 – 7,845 – – |
$126,832 13,551 (3,182) 3,431 4,657 1,748 |
$88,588 626 (25,451) – 5,071 820 |
$1,459,110 69,134 (7,740) 34,682 24,226 14,565 |
$1,423,209 546,832 – 84,598 – 4,545 |
$13,859,482 842,266 (233,954) 669,486 219,932 96,813 |
|
| $581,282 | $1,556,000 | $9,246,051 |
$18,099 |
$182,741 | $147,037 | $69,654 |
$1,593,977 | $2,059,184 | $15,454,025 | |
| ($656,881) (31,258) – – – (31,769) (12,596) |
($6,482,618) (323,297) 187,571 134 (1,196) (61,338) (36,091) |
($10,891) (1,386) 160 – – – (200) |
($162,440) (2,298) – – – – – |
($96,438) (10,403) 3,074 – 125 (2,994) (1,464) |
($60,504) (2,918) 25,451 – – (4,835) (671) |
($1,083,666) (75,835) 7,687 – – (20,200) (11,370) |
$– – – – – – – |
($8,553,438) (447,395) 223,943 134 (1,071) (121,136) (62,392) |
||
| $– | ($732,504) | ($6,716,835) | ($12,317) | ($164,738) | ($108,100) | ($43,477) | ($1,183,384) | $– | ($8,961,355) | |
| as at: $581,649 |
$934,367 | $3,428,516 |
$4,462 |
$17,547 |
$39,439 |
$25,296 | $411,878 |
$2,298,353 | $7,741,507 |
|
| $581,768 | $936,834 |
$3,326,891 |
$5,296 |
$20,164 |
$45,673 |
$25,562 |
$423,616 |
$1,964,143 | $7,329,947 |
|
| $581,282 | $823,496 |
$2,529,216 |
$5,782 |
$18,003 |
$38,937 |
$26,177 |
$410,593 |
$2,059,184 | $6,492,670 |
~52~
ii. Property, plant and equipment leased out under operating leases
| Cost: As at 1 Jan. 2023 Exchange differences As at 30 Sep. 2023 Depreciation and impairment: As at 1 Jan. 2023 Depreciation Exchange differences As at 30 Sep. 2023 Cost: As at 1 Jan. 2022 Effect of changes in consolidated Exchange differences As at 30 Sep. 2022 Depreciation and impairment: As at 1 Jan. 2022 Depreciation Effect of changes in consolidated Exchange differences As at 30 Sep. 2022 Net carrying amount as at: 2023.09.30 2022.12.31 2022.09.30 |
Land | Buildings | Total |
|---|---|---|---|
| $50,515 – |
$43,859 34 |
$94,374 34 |
|
| $50,515 | $43,893 | $94,408 | |
| $– – – |
($13,028) (1,201) (13) |
($13,028) (1,201) (13) |
|
| $– | ($14,242) |
($14,242) | |
| $– 50,515 – $50,515 $– – – – $– $50,515 $50,515 $50,515 |
$– 43,588 585 |
$– 94,103 585 |
|
| $44,173 | $94,688 | ||
| $– (536) (12,259) (150) |
$– (536) (12,259) (150) |
||
| ($12,945) | ($12,945) | ||
| $29,651 | $80,166 | ||
| $30,831 | $81,346 | ||
| $31,228 | $81,743 |
Capitalized borrowing costs of construction in progress for the nine-month periods ended 30 September 2023 and 2022 are both $0.
There are no property, plant and equipment under pledge.
~53~
(10) Intangible assets
| Computer software Cost: As at 1 Jan. 2023 $174,304 Additions - acquired separately 3,876 Disposals (25,230) Exchange differences 329 As at 30 Sep. 2023 $153,279 As at 1 Jan. 2022 $156,146 Additions - acquired separately 18,685 Disposals (22,357) Transfers – Effect of changes in consolidated 3,208 Exchange differences 1,435 As at 30 Sep. 2022 $157,117 Amortization and impairment: As at 1 Jan. 2023 ($129,248) Amortization (20,623) Disposals 25,230 Exchange differences (324) As at 30 Sep. 2023 ($124,965) As at 1 Jan. 2022 ($107,113) Amortization (23,056) Disposals 22,357 Impairment losses (1,748) Exchange differences (1,421) As at 30 Sep. 2022 ($110,981) Net Carrying Amount: 2023.09.30 $28,314 2022.12.31 $45,056 2022.09.30 $46,136 |
Computer software |
Technical skills |
Other intangible assets |
Goodwill | Patents | Total |
|---|---|---|---|---|---|---|
| $174,304 3,876 (25,230) 329 |
$445 – – – |
$167,102 1,514 – 4,341 |
$1,946,341 – – 26,813 |
$62,227 – (300) – |
$2,350,419 5,390 (25,530) 31,483 |
|
| $153,279 | $445 | $172,957 |
$1,973,154 | $61,927 | $2,361,762 | |
| $156,146 18,685 (22,357) – 3,208 1,435 |
$– 444 – – – 7 |
$156,725 5,889 (1,645) 514 – 924 |
$576,744 1,366,346 (28,667) – – 76,646 |
$– 37,712 – – – – |
$889,615 1,429,076 (52,669) 514 3,208 79,012 |
|
| $157,117 | $451 | $162,407 |
$1,991,069 | $37,712 | $2,348,756 | |
| ($107) (111) – – |
($95,504) (8,949) – (2,350) |
($458,430) – – (23,287) |
($5,772) (2,852) 300 – |
($689,061) (32,535) 25,530 (25,961) |
||
| ($124,965) | ($218) | ($106,803) | ($481,717) | ($8,324) | ($722,027) | |
| ($107,113) (23,056) 22,357 (1,748) (1,421) |
$– (70) – – (1) |
($82,573) (8,723) 1,645 – (552) |
($481,551) – 28,667 – (66,590) |
$– (2,095) – – – |
($671,237) (33,944) 52,669 (1,748) (68,564) |
|
| ($110,981) | ($71) | ($90,203) | ($519,474) | ($2,095) | ($722,824) | |
| $28,314 | $227 |
$66,154 | $1,491,437 | $53,603 | $1,639,735 | |
| $45,056 | $338 | $71,598 |
$1,487,911 | $56,455 | $1,661,358 | |
| $46,136 | $380 |
$72,204 |
$1,471,595 | $35,617 | $1,625,932 |
~54~
Amortization expense of intangible asset:
Operating costs Operating expenses |
2023.07.01~ 2023.09.30 |
2022.07.01~ 2022.09.30 $3,459 $8,645 |
2023.01.01~ 2023.09.30 |
2022.01.01~ 2022.09.30 |
|---|---|---|---|---|
$3,126 |
$9,474 | $10,925 | ||
$5,955 |
$23,061 | $23,019 |
(11) Impairment testing on goodwill
For the purpose of impairment testing, the goodwill acquired as a result of business combinations has been allocated to two cash–generating units, which are also operating and reportable segments as follows:
(a) Diodes;
(b) Power IC and components.
Carrying amount of goodwill allocated to each of the cash-generating units of diodes:
| Diodes Power IC and components Total of Goodwill |
2023.09.30 | 2022.12.31 | 2022.09.30 |
|---|---|---|---|
| $105,957 1,385,480 |
$102,431 1,385,480 |
$105,249 1,366,346 |
|
| $1,491,437 | $1,487,911 | $1,471,595 |
Diodes
The impairment testing of goodwill was conducted for the cash-generating unit of diodes on 30 September 2023. This recoverable amount 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. For the rest of the cash generating units, the pre-tax discount rate applied to cash flow projections in 2022 was between 12.34% and 13.38%, 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 for 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 30 September 2023. This recoverable amount has been determined based on a value in use calculation using cash flow projections from five-year financial
~55~
budgets approved by management. The projected cash flows have been updated to reflect the change in demand for products. For the rest of the cash generating units, the pre-tax discount rate applied to cash flow projections in 2022 was 14.32%, 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 for goodwill which was allocated to this cash-generating unit.
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 |
2023.09.30 | 2022.12.31 | 2022.09.30 |
|---|---|---|---|
| $3,277,747 | $2,769,949 | $5,229,183 | |
| 1.60%~5.42% 2023.10.11~ 2024.04.05 |
1.10%~5.67% 2023.01.14~ 2023.09.22 |
0.93%~3.20% 2022.10.07~ 2023.09.22 |
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The Group’s unused short-term lines of credits amount to $13,107,011 thousand, $ 10,916,631 thousand and $8,158,051 thousand, as of 30 September 2023, 31 December 2022 and 30 September 2022, respectively.
(13) Financial liabilities at fair value through profit or loss - Current
| 2023.09.30 2022.12.31 2022.09.30 Held for trading: Derivatives not designated as hedging Instruments Forward exchange agreement and cross currency swap contracts $4,831 $– $6,804 (14) Notes payable 2023.09.30 2022.12.31 2022.09.30 Notes payable arising from operating activities $690,154 $605,905 $805,333 (15) Long-term deferred revenue 2023.01.01~ 2023.09.30 2022.01.01~ 2022.09.30 Beginning balance $98,807 $102,150 Additions – 11,718 Recognized to the statement of comprehensive income (12,097) (12,104) Reclassification – 88 Exchange differences 101 2,237 Ending Balance $86,811 $104,089 2023.09.30 2022.12.31 2022.09.30 Non-current deferred revenue - related to assets $86,811 $98,807 $104,089 |
2023.09.30 | 2022.12.31 | 2022.09.30 $6,804 2022.09.30 $805,333 2022.01.01~ 2022.09.30 |
2022.09.30 $6,804 2022.09.30 $805,333 2022.01.01~ 2022.09.30 |
|
|---|---|---|---|---|---|
| $4,831 | $– |
||||
| 2023.09.30 | 2022.12.31 | ||||
| $690,154 | $605,905 |
||||
| $102,150 11,718 (12,104) 88 2,237 |
|||||
| $104,089 | |||||
| 2022.09.30 | |||||
| $104,089 |
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.
~57~
(16) Long-term borrowings
Details of the long-term borrowings are as follows:
| Lenders | 2023.09.30 | 2022.12.31 | 2022.09.30 |
|---|---|---|---|
| Syndicated bank Loan (A) Syndicated bank Loan (B) Project finance (C) Project finance (D) Project finance (E) Project finance (F) Unsecured bank loans Subtotal (Less): Due within one year (Less): Discount on long-term notes (Less): Unamortized cost of syndicated loan (Less): Deferred government grants Total Interest rate range |
$2,100,000 33,910 473,417 850,000 875,000 63,333 1,450,000 |
$3,700,000 32,720 585,541 900,000 1,050,000 78,333 200,000 |
$800,000 395,127 598,000 900,000 1,050,000 83,333 900,000 |
| 5,845,660 (507,000) (366) (4,682) (18,239) |
6,546,594 (478,875) – (7,552) (26,426) |
4,726,460 (369,583) – (8,684) (29,315) |
|
| $5,315,373 | $6,033,741 | $4,318,878 |
|
| 2023.09.30 | 2022.12.31 | 2022.09.30 | |
| 1.40% ~ 4.61% |
1.27%~2.84% | 1.15%~1.93% |
(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 NT$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 are as follows:
- 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 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.
~58~
-
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.
-
-
(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 follows:
-
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.
- (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:
~59~
| 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:
~60~
| 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. |
|---|---|---|
| $1,000,000 $500,000 |
- (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 $700,000 $300,000 |
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%. 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. 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 Seven years from the date of first drawdown |
(17) Post-employment benefits
Defined contribution plan
Expenses under the defined contribution plan for the three-month periods ended 30 September 2023 and 2022 were $12,798 thousand and $13,023 thousand, respectively; for the nine-month periods ended 30 September 2023 and 2022 were $38,699 thousand and $37,843 thousand, respectively.
~61~
Defined Benefit Plan
Expenses under the defined benefits plan for the three-month periods ended 30 September 2023 and 2022 were $725 thousand and $922 thousand, respectively; for the nine-month periods ended 30 September 2023 and 2022 were $2,289 thousand and $2,705 thousand, respectively.
(18) Equity
(a) Common stock
As at 30 September 2023, 31 December 2022 and 30 September 2022, the Company’s authorized capital were $6,000,000 thousand, and issued capital were $3,821,149 thousand, $3,828,149 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 September 30, 2023, there were no outstanding shares.
(b) Capital surplus
| Items | 2023.09.30 | 2022.12.31 | 2022.09.30 |
|---|---|---|---|
| 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 |
$4,603,539 1,082,212 95,779 48 24,527 694 111,558 87,151 |
$4,611,840 1,083,418 95,779 8 24,527 694 113,444 87,151 |
$4,611,840 1,083,418 95,779 8 24,527 694 112,706 87,151 |
| $6,005,508 | $6,016,861 |
$6,016,123 |
~62~
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 30 September, 2023, 31 December, 2022 and 30 September, 2022, the treasury stock held by the Company were $0 thousand, $16,507 thousand, and $16,507 thousand, and the number of treasury stock held by the Company were 0 thousand, 700 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.
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 longterm financial planning; as well as the shareholders’ need for cash inflow, the principle of earning distribution:
~63~
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-SecuritiesCorporate- 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.
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 nine-month
~64~
periods ended of 2023 and 2022. As of 30 September 2023 and 2022, the special reverse upon first adoption amounted to $200,400 thousand.
Details of the 2022 and 2021 earnings distribution and dividends per share as resolved by shareholders’ meeting on 14 June 2023 and 14 June 2022, respectively, are as follows:
| Legal reserves Common stock -cash dividend (Note) |
Appropriation of earnings | Appropriation of earnings | Dividend per share (NT$) |
Dividend per share (NT$) |
|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |
| $223,603 $1,146,345 |
$177,599 $1,146,345 |
$– $3.00 |
$– $3.00 |
- (Note): The Company resolved at the board of directors’ meeting held on 10 March 2023 and 25 March 2022 to distribute the dividends of 2022 and 2021 in form of cash.
Please refer to Note 6.(23) for details on employees’ compensation and remuneration to directors.
- (e) Non-controlling interests
| e) 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 Difference between consideration given/received and carrying amount of interests in subsidiaries acquired through of disposed Changes in equity of associates and joint ventures accounted for using equity method Changes in ownerships in subsidiaries Changes of non-controlling interests Acquisition of issued shares of subsidiaries Cash dividends from subsidiaries Ending balance |
2023.01.01 ~2023.09.30 |
2022.01.01 ~2022.09.30 |
| $1,293,658 153,192 14,529 1,023 – – (38) (38,928) – (84,550) |
$215,134 510 96,560 (12,045) 121,425 (43) (167,990) 1,297,332 (753) (293,517) |
|
| $1,338,886 | $1,256,613 |
~65~
(19)Share-based payment plan
Share-based payment plan for employees of the Group’s subsidiaries
From January 1 to September 30, 2022, the Company provided 163 thousand shares of its stock to employees for subscription under the subsidiaries' treasury stock transfer program and estimated the compensation cost per share at NT$2.72 using the Black-Scholes valuation model, and the compensation cost recognized from January 1, to September 30, 2022 was NT$444 thousand.
On April 13, 2022, the subsidiaries’ Board of Directors approved the issuance of 163,000 units of employee stock warrants, each unit of which can be used to subscribe for one share of common stock of a subsidiary, and the employees will exercise their stock options by transferring treasury stock. The repurchased shares are transferred to employees, and employees are restricted from transferring them for two years from the date of transfer.
The fair value of the stock options is determined on the date of grant based on the BlackScholes valuation model, and the parameters and assumptions are set considering the terms and conditions of the contracts.
Details of the Group subsidiaries' employee stock option plan are as follows:
| Outstanding options as of January 1 Stock option granted in the current period Exercise of stock options in the current period Overdue and expired stock options in the current period Outstanding options as of September 30 Exercisable stock options as of September 30 (Notes) Weighted average fair value (NT$) of stock option granted in the current period |
2023.01.01~2023.09.30 | 2023.01.01~2023.09.30 | 2022.01.01~2022.09.30 | 2022.01.01~2022.09.30 |
|---|---|---|---|---|
| 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 |
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(Note): As of December 31, 2022, all of the employee stock options issued during the fiscal year ended December 31, 2022 had expired.
Outstanding Information on the aforementioned share-based payment plans as of September 30, 2023 is shown in the table below:
Outstanding stock options as of September 30, 2023 Outstanding stock options as of September 30, 2022 |
Range of exerciseprice | Weighted average remaining duration(years) |
|---|---|---|
| $– $56.72 |
– – |
(20)Operating revenue
| Client contractual revenue Sales of goods Other operating revenue Total |
2023.07.01~ 2023.09.30 |
2022.07.01~ 2022.09.30 |
2023.01.01~ 2023.09.30 |
2022.01.01~ 2022.09.30 $10,366,947 2,851 $10,369,798 |
|---|---|---|---|---|
| $3,272,866 558 |
$3,167,364 1,203 |
$9,674,467 2,481 |
||
| $3,273,424 | $3,168,567 |
$9,676,948 |
Information on the Group’s client contractual revenues for the period from January 1 to September 30, 2023 and 2022 is as follows:
(a) Revenue breakdown
For the nine-month periods ended September 30 ,2023
| Sales of goods | Diodes | Power IC and components $793,632 |
Solar $146,063 |
Total |
|---|---|---|---|---|
| $8,737,253 | $9,676,948 |
For the nine-month periods ended September 30 ,2022
| Sales of goods | Diodes $10,034,746 |
Power IC and components $142,206 |
Solar | Total |
|---|---|---|---|---|
| $192,846 | $10,369,798 |
(b) Contract balances
Contractual liabilities - current
| Sales of goods | 2023.09.30 | 2022.12.31 | 2022.09.30 |
|---|---|---|---|
| $23,874 | $10,041 | $6,358 |
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The reason for the changes in the balance of contractual liabilities of the Group from January 1 to September 30, 2023 and 2022 was due to the fact that part of the obligations had been met and transferred into revenue or the increase in repay.
(21)Expected credit impairment gains (losses)
| Operating expenses-Expected credit impairment gains (losses) Accounts receivable |
2023.07.01- 2023.09.30 |
2022.07.01- 2022.09.30 |
2023.01.01- 2023.09.30 |
2022.01.01- 2022.09.30 |
|---|---|---|---|---|
| ($5,182) | $2,102 | ($1,886) | $8,382 |
For other credit risk information, please refer to Note 12.
The Group’s receivables (including notes and accounts receivable, and accounts receivable - related parties) were subject to the allowance for loss measured at expected credit loss amount during the survival period, with the related explanations about the allowance for loss evaluated on September 30, 2023, December 31, 2022, and September30, 2022 are as follows:
Receivables are classified into groups based on the credit ratings of counterparties, and an allowance matrix is used to measure the allowance for losses. The relevant information is as follows:
2023.09.30
Group I
| 2023.09.30 Group I |
||||||
|---|---|---|---|---|---|---|
| Total carrying amount Loss rate Anticipated credit loss within the period of existence Total |
1-90 days (Note) |
91-180 days |
181-270 days |
271-360 days |
Over 361 days |
Total |
| $4,268,929 – |
$413,457 8.88% |
$2,749 20.01% |
$550 50.00% |
$1,542,969 100.00% |
$6,228,654 (1,580,502) |
|
| – | (36,708) |
(550) |
(275) |
(1,542,969) | ||
| $4,268,929 | $376,749 | $2,199 |
$275 |
$– |
$4,648,152 |
~68~
2022.12.31 Group I
| 2022.12.31 Group I |
|||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Total carrying amount Loss rate Anticipated credit loss within the period of existence Total 2022.09.30 Group I Total carrying amount Loss rate Anticipated credit loss within the period of existence Total |
1-90 days (Note) |
91-180 days |
181-270 days |
271-360 days |
Over 361 days |
||||||
| $3,383,699 – |
$410,581 8.20% |
$10,566 14.19% |
$130 62.31% |
$1,471,087 100.00% |
|||||||
| – | (33,677) | (1,499) | (81) | (1,471,087) | |||||||
| $3,383,699 | $376,904 | $9,067 | $49 | $– | |||||||
| 1-90 days (Note) |
91-180 days |
181-270 days |
271-360 days |
Over 361 days |
|||||||
| $4,110,409 – |
$445,967 7.91% |
$7,496 20.00% |
$– – |
$1,519,498 100.00% |
$6,083,370 (1,556,278) |
||||||
| – | (35,281) | (1,499) | – | (1,519,498) | |||||||
| $4,110,409 | $410,686 | $5,997 |
$– |
$– |
$4,527,092 |
(Note): Notes receivable included. All notes receivable of the Group are mostly not overdue.
Changes to the Group’s allowance loss for accounts receivable from January 1 to September 30, 2023 and 2022 are as follows:
| 2023.01.01 Amounts increase (reversal) in the current period Effect of Exchange Rate Changes 2023.09.30 2022.01.01 Amounts increase (reversal) in the current period Write-off of unrecoverable accounts The effects of changes in the consolidated and parent company only financial statements Effect of Exchange Rate Changes 2022.09.30 |
Accounts receivable |
|---|---|
| $1,506,344 1,886 72,272 |
|
| $1,580,502 | |
| $1,413,581 (8,382) (4,546) (34,664) 190,289 |
|
| $1,556,278 |
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(22)Lease
Group as a lessee
The Group leases a number of different assets, including property (land, houses, and buildings) transportation equipment, and other equipment. The lease period of each contract is between 2 to 50 years.
The impact of leasing on the Group's financial status, financial performance and cash flow is explained as follows:
-
A. The amounts recognized in the balance sheet are:
-
(a) Right-of-use assets
Carrying amount of right-of-use assets
| Land Buildings Transportation equipment Other equipment Total |
2023.09.30 | 2022.12.31 | 2022.09.30 |
|---|---|---|---|
| $78,970 208,894 2,536 968,017 |
$81,273 225,467 3,230 986,206 |
$83,052 236,561 3,640 958,587 |
|
| $1,258,417 | $1,296,176 |
$1,281,840 |
(b) Lease liabilities
| Current Non-current Total |
2023.09.30 | 2022.12.31 | 2022.09.30 |
|---|---|---|---|
| $55,285 297,838 |
$52,735 321,641 |
$51,974 332,257 |
|
| $353,123 | $374,376 |
$384,231 |
From July 1 to September 30, 2023 and 2022 and January 1 to September 30, 2023 and 2022, the Group's interest expense related to lease liabilities is described in Note 6, (24)(d) Finance Costs; for the maturity analysis of lease liabilities, please refer to Note 12(5) Liquidity Risk Management.
B. Amount recognized in statement of comprehensive income
Depreciation of right-of-use assets
| Land Buildings Transportation equipment Other equipment total |
2023.07.01~ 2023.09.30 |
2022.07.01~ 2022.09.30 |
2023.01.01~ 2023.09.30 |
2022.01.01~ 2022.09.30 $2,197 31,097 603 49,713 $83,610 |
|---|---|---|---|---|
| $800 10,165 336 18,423 |
$805 9,995 253 16,362 |
$2,408 30,279 1,057 53,420 |
||
| $29,724 | $27,415 |
$87,164 |
~70~
C. The lessee's income and expenditures related to leasing activities
| Expenses arising from short-term lease Costs of low-value asset leases (excluding costs of low- value asset leases under short-term leases) Variable lease payments not accounted for in lease liability Income from sublease of right-of-use assets |
2023.07.01~ 2023.09.30 |
2022.07.01~ 2022.09.30 |
2023.01.01~ 2023.09.30 |
2022.01.01~ 2022.09.30 |
|---|---|---|---|---|
| $3,240 ($303) $– $463 |
$3,154 $192 $– $404 |
$9,914 $271 $18 $1,360 |
$7,958 $372 $104 $1,106 |
- D. The lessee's cash outflows related to leasing activities
The total cash outflow of the Group’s lease were NT$52,444 thousand and NT$48,864 thousand from January 1 to September 30, 2023 and 2022.
- E. Other information related to leasing activities
Option to extend lease and to terminate lease
Some of the Group's property leasing contracts include options for lease extension and lease termination. When deciding the lease term, the non-cancellable period with the right-of-use of the underlying asset, and the period covered by the Group’s option to extend the lease can be reasonably determined, and it can be reasonably determined that the Group will not exercise the option of lease termination for the period covered. The use of these options can maximize the operating flexibility of the management contract. Most of the options for lease extension and lease termination can only be exercised by the Group. After the start date, there are major events or major changes in circumstances
(Within the lessee's control and affecting whether the Group can reasonably determine to exercise options that were not previously included in the determination of the lease term, or not to exercise the options previously included in the determination of the lease term), the Group shall reassess the lease period.
~71~
- (23)The summary table of employee benefits, depreciation and amortization expenses by functions is as follows:
| Function Nature |
2023.07.01-2023.09.30 | 2023.07.01-2023.09.30 | 2023.07.01-2023.09.30 | 2022.07.01-2022.09.30 | 2022.07.01-2022.09.30 | 2022.07.01-2022.09.30 |
|---|---|---|---|---|---|---|
| Attributable to operating costs |
Attributable to operating expenses |
Total |
Attributable to operating costs |
Attributable to operating expenses |
Total |
|
| Employee benefit expense | ||||||
| Salaryexpense | $241,818 | $284,887 |
$526,705 | $266,925 | $335,204 | $602,129 |
| Labor and health insurance expenses |
$32,690 | $22,818 |
$55,508 | $35,197 | $20,572 | $55,769 |
| Pension expenses | $7,092 | $6,431 |
$13,523 | $7,806 | $6,139 | $13,945 |
| Other employee benefit expenses |
$14,729 | $11,822 |
$26,551 | $18,705 | $10,309 | $29,014 |
| Depreciation expense | $173,435 | $43,160 |
$216,595 | $145,737 | $41,537 | $187,274 |
| Amortization expense | $3,126 | $5,955 |
$9,081 | $3,459 | $8,645 | $12,104 |
| Function Nature |
2023.01.01-2023.09.30 | 2023.01.01-2023.09.30 | 2023.01.01-2023.09.30 | 2022.01.01-2022.09.30 | 2022.01.01-2022.09.30 | 2022.01.01-2022.09.30 |
|---|---|---|---|---|---|---|
| Attributable to operating costs |
Attributable to operating expenses |
Total | Attributable to operating costs |
Attributable to operating expenses |
Total |
|
| Employee benefit expense | ||||||
| Salaryexpense | $711,295 | $831,631 | $1,542,926 | $798,394 | $993,489 | $1,791,883 |
| Labor and health insurance expenses |
$100,265 | $68,093 | $168,358 | $105,584 | $60,437 | $166,021 |
| Pension expenses | $21,852 | $19,136 | $40,988 | $23,733 | $16,815 | $40,548 |
| Other employee benefit expenses |
$48,673 | $33,917 | $82,590 | $58,343 | $36,277 | $94,620 |
| Depreciation expense | $510,373 | $130,918 | $641,291 | $423,919 | $107,622 | $531,541 |
| Amortization expense | $9,474 | $23,061 | $32,535 | $10,925 | $23,019 | $33,944 |
The Company’s Articles of Association stipulates 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 there 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.
~72~
According to one of Article 235 of the Company Act, if the employee’s compensation in the preceding paragraph is based on stocks or cash, the Board of Directors shall come to the resolution with more than two-thirds of the directors present and more than half of the present directors approve, and report to the shareholders meeting. For information about employee compensation and director renumeration approved by the Board of Directors, please visit "Market Observation Post System" of Taiwan Stock Exchange.
According to the profit status in the period from January 1 to September 30, 2023, the Company estimated the employee compensation and directors renumeration at 6% and 2%, respectively, and the amount of employee compensation and directors renumeration recognized for the period from July 1 to September 30, 2023 were NT$18,400 thousand and NT$4,850 thousand, respectively; NT$53,000 thousand and NT$13,650 thousand for the period from January 1 to September 30, 2023, respectively; NT$32,468 thousand and NT$8,064 thousand for the period from July 1 to September 30, 2022; NT$126,280 thousand and NT$35,564 thousand for the period from January 1 to September 30, 2022. The foregoing amounts were accounted for under salary expenses.
The Company’s Board of Directors resolved on March 10, 2023 to provide cash for the employees compensation and directors renumeration in 2022 and the amounts were NT$137,375 thousand and NT$35,000 thousand respectively. There is no significant difference to the amounts recognized as expenses in the financial report of 2022.
(24)Non-operating income and expenses
- (a) Interest income
Financial asset measured at amortized cost
| 2023.07.01~ 2023.09.30 |
2022.07.01~ 2022.09.30 |
2023.01.01~ 2023.09.30 |
2022.01.01~ 2022.09.30 |
|---|---|---|---|
| $43,663 | $34,115 | $119,791 | $97,036 |
(b) Other income
| Other income | ||||
|---|---|---|---|---|
| Rental income Dividend income Other income - other Total |
2023.07.01~ 2023.09.30 |
2022.07.01~ 2022.09.30 |
2023.01.01~ 2023.09.30 |
2022.01.01~ 2022.09.30 |
| $1,231 4,643 24,736 |
$1,320 151 20,680 |
$3,863 7,654 70,883 |
$2,334 15,555 58,416 |
|
| $30,610 | $22,151 |
$82,400 | $76,305 |
~73~
(c) Other gains or losses
| ) Other gains or losses | ||||
|---|---|---|---|---|
| Gains (losses) on disposal of property, plant, and equipment (Losses) gains on disposal of investment Gains on lease modification Net gains on foreign exchange Impairment on reversal benefit Valuation gain of Financial assets and liabilities measured at fair value through profit or loss (Note) Other expenses Total |
2023.07.01~ 2023.09.30 |
2022.07.01~ 2022.09.30 |
2023.01.01~ 2023.09.30 |
2022.01.01~ 2022.09.30 |
| $677 (7,955) – 50,329 – 31,610 (365) |
($119) – 49 149,841 5 16,102 (14,035) |
$752 (7,955) – 77,478 52 90,643 (2,313) |
($349) 72,787 49 239,366 134 43,490 (25,313) |
|
| $74,296 | $151,843 |
$158,657 | $330,164 |
(Note): Mandatory generated by financial assets and liabilities measured at fair value through profit or loss.
(d) Financial costs
| Financial costs | ||||
|---|---|---|---|---|
| Interest on bank borrowing Interest on lease liabilities Total finance costs |
2023.07.01~ 2023.09.30 |
2022.07.01~ 2022.09.30 |
2023.01.01~ 2023.09.30 |
2022.01.01~ 2022.09.30 |
| ($42,112) (5,044) |
($32,924) (3,903) |
($136,763) (14,204) |
($82,842) (12,075) |
|
| ($47,156) | ($36,827) | ($150,967) | ($94,917) |
(25)Other comprehensive income components
| Occurred in current period Items that may not be reclassified subsequently to gain or loss: Unrealized valuation gain or loss of equity instrument investment at fair value through other comprehensive income ($4,295) Items that may be reclassified subsequently to gain or loss: The balance of translation of the financial reports of foreign operation institutions 313,621 Total $309,326 |
2023.07.01~2023.09.30 | 2023.07.01~2023.09.30 | 2023.07.01~2023.09.30 | ||
|---|---|---|---|---|---|
| Occurred in current period |
Reclassification Adjustment |
Other comprehensive income |
Income tax gain (expense) |
After-tax amount |
|
$– – |
($4,295) 313,621 |
($138) – |
($4,433) 313,621 |
||
| $309,326 | $– |
$309,326 | ($138) |
$309,188 |
~74~
2022.07.01-2022.09.30
| Occurred in current period Items that may not be reclassified subsequently to gain or loss: Unrealized valuation gain or loss of equity instrument investment at fair value through other comprehensive income ($102,859) Items that may be reclassified subsequently to gain or loss: The balance of translation of the financial reports of foreign operation institutions 315,573 Total $212,714 Occurred in current period Items that may not be reclassified subsequently to gain or loss: Unrealized valuation gain or loss of equity instrument investment at fair value through other comprehensive income $20,915 Items that may be reclassified subsequently to gain or loss: The balance of translation of the financial reports of foreign operation institutions 292,919 Total $313,834 |
Occurred in current period |
Occurred in current period |
Reclassification Adjustment |
Other comprehensive income |
Income tax gain (expense) |
Income tax gain (expense) |
Income tax gain (expense) |
|
|---|---|---|---|---|---|---|---|---|
| ($102,859) 315,573 |
$– – |
($102,859) 315,573 |
($944) – |
|||||
| $212,714 | $– | $212,714 | ($944) |
|||||
| 2023.01.01-2023.09.30 | ||||||||
| Occurred in current period |
Reclassification Adjustment |
Other comprehensive income |
Income tax gain (expense) |
|||||
| $20,915 292,919 |
$– – |
$20,915 292,919 |
($257) – |
|||||
| $313,834 | $– |
$313,834 | ($257) |
~75~
| 2022.01.01-2022.09.30 Occurred in current period Reclassification Adjustment Other comprehensive income Income tax gain (expense) Items that may not be reclassified subsequently to gain or loss: Unrealized valuation gain or loss of equity instrument investment at fair value through other comprehensive income ($305,234) $–($305,234) $471 Items that may be reclassified subsequently to gain or loss: The balance of translation of the financial reports of foreign operation institutions 755,772 – 755,772 – Total $450,538 $– $450,538 $471 (26) Income tax The main components of income tax expenses (gain) are as follows: a. Income tax recognized in profit or loss 2023.07.01- 2023.09.302022.07.01- 2022.09.30 2023.01.01- 2023.09.30 Current income tax expense: Current income tax payables $57,968 $105,279 $179,021 Adjustment of current deferred income tax of previous years in current year 8,616 (1,703) (25,580) Deferred income tax expenses: Deferred income tax expense related to the original creation of the temporary difference and its reversal (5,984) (16,379) (8,143) Others (1,446) (1,232) (911) Income tax expense $59,154 $85,965 $144,387 |
2022.01.01-2022.09.30 | 2022.01.01-2022.09.30 | 2022.01.01-2022.09.30 | 2022.01.01-2022.09.30 | 2022.01.01-2022.09.30 | After-tax amount ($304,763) 755,772 $451,009 2022.01.01- 2022.09.30 |
|
|---|---|---|---|---|---|---|---|
| Occurred in current period |
Reclassification Adjustment |
Other comprehensive income |
Income tax gain (expense) |
||||
$– – |
($305,234) 755,772 |
$471 – |
|||||
| $450,538 | $– |
$450,538 | $471 |
||||
| $57,968 8,616 (5,984) (1,446) |
$105,279 (1,703) (16,379) (1,232) |
$179,021 (25,580) (8,143) (911) |
$361,455 (15,834) (17,565) (1,542) |
||||
| $59,154 | $85,965 | $144,387 | $326,514 |
~76~
b. Income tax recognized as other comprehensive income
| Deferred income tax (benefit) expenses: Unrealized gains or losses from financial assets measured at fair value through other comprehensive income |
2023.07.01- 2023.09.30 |
2022.07.01- 2022.09.30 |
2023.01.01- 2023.09.30 |
2022.01.01- 2023.09.30 |
|---|---|---|---|---|
$138 |
$944 | $257 | ($471) |
- c. Situations of income tax declaration and verification
As of September 30, 2023, the Group’s foreign subsidiaries have completed their declarations in accordance with the tax laws and regulations in various countries. The income tax declarations of domestic subsidiaries are as follows:
| The Company Pynmax Technology Co., Ltd. AIDE ENERGY (CAYMAN) HOLDING CO., LTD. TAIWAN BRANCH Champion Microelectronic Corp. |
Situations of income tax declaration and verification |
|---|---|
| Approved until 2019 Approved until 2021 Approved until 2021 Approved until 2021 |
- (27)Earnings per share
The basic earnings per share is calculated by dividing the net profit attributable to parent company’s holders of ordinary shares in the current year by the weighted average number of ordinary shares outstanding in the current year.
The amount of diluted earnings per share is calculated by dividing the net profit (after adjusting the interest on convertible corporate bonds) attributable to parent company’s holders of ordinary shares for the year by the weighted average number of ordinary shares outstanding for the year plus the weighted average number of ordinary shares issued of all potential ordinary shares with dilution effect when they are converted into ordinary shares.
~77~
(a) Basic earnings per share Net profit attributable to the common shareholders of the parent company (NT$ thousand) Weighted average number of shares of common stock per share of earnings (thousand shares) Basic earnings per share (NT$) (b) Diluted earnings per share Net profit attributable to the common shareholders of the parent company (NT$ 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$) |
2023.07.01- 2023.09.30 |
2022.07.01- 2022.09.30 |
2023.01.01- 2023.09.30 |
2022.01.01- 2022.09.30 |
|---|---|---|---|---|
| $243,832 | $425,637 |
$676,047 |
$1,608,181 | |
| 382,115 | 382,115 | 382,115 |
382,115 |
|
| $0.64 | $1.11 |
$1.77 |
$4.21 |
|
| $243,832 | $425,637 |
$676,047 |
$1,608,181 | |
| 382,115 828 |
382,115 203 |
382,115 1,328 |
382,115 689 |
|
| 382,943 | 382,318 |
383,443 |
382,804 |
|
| $0.64 | $1.11 |
$1.76 |
$4.20 |
After the reporting period and before the financial statements were approved for release, there were no other transactions that materially changed the number of common shares outstanding or the number of potential common shares at the end of the period.
- (28)Business merger
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.
~78~
The fair value of the identifiable assets and liabilities of Champion Microelectronic Corp. as at the date of acquisition were:
| s at the date of acquisition were: | |
|---|---|
| Assets Liabilities Equity The shareholding ratio of the group Subtotal Goodwill Patents Purchase consideration Cash flows on acquisition Net cash received from subsidiaries Payments in cash Net cash outflow |
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 NT$1,385,480 thousand included the expected synergies from the acquisition, human resources, and the value of the customer list that could not be individually recognized. Due to the terms of the acquisition contract, the customer list is not separable and therefore does not qualify for recognition of intangible assets under IAS 38 "Intangible Assets". The aforementioned goodwill is not deductible for tax purposes.
For the period from the acquisition of control of Champion Microelectronic to September 30, 2022, the Company generated revenues of NT$142,206 thousand and net income of NT$17,303 thousand before income tax for the Group. Had the merger occurred at the beginning of 2022, the Group's revenue for 2022 Q3 would have been NT$10,684,403 thousand and net income before tax would have been NT$2,048,320 thousand.
7. Related party transactions
The related parties which have trading with the Group within the period of the financial report are as follows:
Names and relationship of related parties
| Name of relatedparties | Relationshipwith the Group |
|---|---|
| Zibo Micro Commercial Components Corp. MILDEX OPTICAL INC. MILDEX OPTOELECTRONICS(XUZHOU) Co., Ltd. MILDEX OPTICAL USA, INC. Mr. Fang, Ming-Ching and other 17 people |
Associated Enterprises Associated Enterprises Associated Enterprises Associated Enterprises The management level above Deputy general manager of the Group |
~79~
(1) Sales
| Sales | ||||
|---|---|---|---|---|
Zibo Micro Commercial Components Corp. Others Total |
2023.07.01- 2023.09.30 $48,687 23 $48,710 |
2022.07.01- 2022.09.30 |
2023.01.01- 2023.09.30 |
2022.01.01- 2022.09.30 |
$60,615 – |
$131,388 51 |
$255,927 14 |
||
$60,615 |
$131,439 |
$255,941 |
The sales price of the Group’s sales to related parties is negotiated by both parties with reference to market conditions. The payment term for related parties is 90 days, and 30120 days for non-related parties; the outstanding funds at the end of the quarter are unsecured, interest-free and must be settled in cash.
No guarantee has been received for accounts receivable from related parties.
(2) Purchase
Zibo Micro Commercial Components Corp. |
2023.07.01- 2023.09.30 $81,434 |
2022.07.01- 2022.09.30 |
2023.01.01- 2023.09.30 $227,238 |
2022.01.01- 2022.09.30 |
|---|---|---|---|---|
| $95,150 | $462,401 |
The price of the Group’s purchase of goods from related parties is negotiated by both parties with reference to market conditions; the Group’s payment terms for purchases of goods from related parties are equivalent to those of ordinary manufacturers, with the payment term ranging from 1 to 3 months.
(3) Trade receivable - related parties
| Zibo Micro Commercial Components Corp. Others Total |
2023.09.30 $55,560 25 $55,585 |
2022.12.31 | 2022.09.30 |
|---|---|---|---|
$56,700 – |
$68,539 – |
||
$56,700 |
$68,539 |
- (4) Other receivable - related parties (not loans)
MILDEX OPTICAL USA, INC. MILDEX OPTICAL INC. Total |
2023.09.30 | 2022.12.31 | 2022.09.30 |
|---|---|---|---|
| $2,222 – |
$2,299 1,053 |
$4,255 – |
|
| $2,222 | $3,352 |
$4,255 |
~80~
(5) Advance receipts (recognized as other current liabilities - other)
| 2023.09.30 | 2023.09.30 | 2023.09.30 | 2022.12.31 2022.09.30 | 2022.12.31 2022.09.30 | 2022.12.31 2022.09.30 | |
|---|---|---|---|---|---|---|
| MILDEX OPTICAL INC. | $2,140 | $- | $- | |||
| (6) Accounts Payable - Related | Parties | |||||
| 2023.09.30 | 2022.12.31 | 2022.09.30 | ||||
| Zibo Micro Commercial Components Corp. | $70,849 | $59,068 |
$73,435 |
|||
| (7) Other payables - related parties (non-financial | financing) | |||||
| 2023.09.30 | 2022.12.31 | 2022.09.30 | ||||
| MILDEX OPTOELECTRONICS(XUZHOU) | $37,916 | $37,856 |
$38,415 |
|||
| Co., Ltd | ||||||
| Others | 29 | 47 |
16 |
|||
| Total | $37,945 | $37,903 |
$38,431 |
|||
| (8) Lease liabilities - related parties | ||||||
| 2023.09.30 | 2022.12.31 | 2022.09.30 | ||||
| MILDEX OPTOELECTRONICS(XUZHOU) Co., Ltd |
$186,065 | $200,121 |
$207,823 |
|||
| (9) Rental income | ||||||
| 2023.07.01- 2023.09.30 |
2022.07.01- 2022.09.30 2023.01.01- 2023.09.30 |
2022.01.01- 2022.09.30 |
||||
| MILDEX OPTICAL USA, INC. |
$463 |
$404 | $1,360 | $1,106 |
The rental prices leased by the Group to related parties are negotiated by both parties with reference to market conditions.
~81~
- (10) Sales of property, plant and equipment
From January 01 to September 30, 2023: None.
From January 01 to September 30, 2022:
| Zibo Micro Commercial Components Corp. |
Asset Name Machinery equipment |
Sales Price $18 |
Carrying value $14 |
Gain (losses) |
|---|---|---|---|---|
| $4 |
- (11) Remuneration of key management personnel of the Group
Short-term employee benefits Post-employment benefits Total |
2023.07.01- 2023.09.30 |
2022.07.01- 2022.09.30 |
2023.01.01- 2023.09.30 |
2022.01.01- 2022.09.30 |
|---|---|---|---|---|
$30,921 181 |
$33,073 187 |
$93,824 586 |
$118,158 509 |
|
| $31,102 | $33,260 |
$94,410 |
$118,667 |
As of September 30, 2023 and 2022, part of the main management is the joint guarantor of the Group's loans from financial institutions.
8. Pledged assets
The following assets of the Group have been provided as collateral:
| Items | Carryingamount | Carryingamount | Carryingamount | Secured liabilities details |
|---|---|---|---|---|
| 2023.09.30 | 2022.12.31 | 2022.09.30 | ||
| Other current assets Other non-current assets Refundable deposits Total |
$19,604 1,112 681 |
$24,184 1,024 834 |
$25,003 2,916 839 |
Financial commodity trading Long-term borrowings,performance guarantee Performance guarantee |
| $21,397 | $26,042 |
$28,758 |
9. Significant contingent liabilities and unrecognized contractual commitments
-
(1) As of September 30, 2023, and 2022, the Group has provided customs bonded guarantees through bank guarantees both in the amount of NT$12,565 thousand and NT$12,585 thousand.
-
(2) As of September 30, 2023, the Group had opened unused letters of credit amounting to US$445 thousand.
~82~
10. Significant Disaster Losses
None.
11. Significant subsequent events
None.
12. Others
(1) Classification of financial tools
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 Subtotal Financial liability at fair value through profit or loss: Held for trading Total |
2023.09.30 | 2022.12.31 | 2022.09.30 |
|---|---|---|---|
| $2,460,932 534,495 8,289,874 |
$3,031,465 521,889 7,776,583 |
$3,201,272 1,254,988 8,183,392 |
|
| $11,285,301 | $11,329,937 | $12,639,652 | |
| 2023.09.30 | 2022.12.31 | 2022.09.30 | |
| $3,277,747 3,787,558 5,822,373 353,123 |
$2,769,949 3,946,538 6,512,616 374,376 |
$5,229,183 3,900,017 4,688,461 384,231 |
|
| 13,240,801 | 13,603,479 | 14,201,892 | |
| 4,831 | – | 6,804 |
|
| $13,245,632 | $13,603,479 | $14,208,696 |
~83~
(2) Financial risk management objectives and policies
The Group’s financial risk management objectives are mainly to manage market risks, credit risks and liquidity risks related to operating activities. The Group conducts the identification, measurement and management of the aforementioned risks in accordance with the Group's policies and risk preferences.
The Group 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 Group must actually comply with the stipulated financial risk management regulations.
(3) Market risk
Market risk refers to the risk of fluctuations in fair value or cash flow of financial instruments due to changes in market prices. Market risks mainly include exchange rate risk, interest rate risk and other price risks (such as equity instruments.)
In practice, it is rare that a single risk variable changes independently, and the changes of each risk variable are usually related, but the sensitivity analysis of each risk below does not consider the interactive impact of related risk variables.
Exchange rate risk
The Group's exchange rate risk is mainly related to operating activities (when the currency used for revenue or expenses is different from the Group's functional currency) and the net investment of foreign operation.
The Group’s foreign currency receivables are in the same currencies as part of the foreign currency payables. At this time, a considerable part of the position will have a natural hedging effect. For some foreign currency payments, forward foreign exchange contracts are used to manage exchange rate risks, based on the aforementioned natural hedging. The use of forward foreign exchange contracts to manage exchange rate risks does not meet the requirements of hedging accounting, therefore it is not adopted. In addition, the net investment of foreign operation is a strategic investment, so the Group does not consider hedging.
The sensitivity analysis of the Group'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 Group's gain or loss and equity. The Group’s exchange rate risk is mainly affected by fluctuations in the exchange rate of the U.S. dollar and EUR, JPY and CNY.
~84~
Interest rate risk
Interest rate risk is the risk of fluctuations in the fair value or future cash flow of financial instruments due to changes in market interest rates. The Group's interest rate risk mainly comes from investment in floating-rate debt instruments, fixed-rate borrowings and floating-rate borrowings.
Sensitivity analysis of interest rate risk mainly focuses on interest rate risk 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 Group holds foreign and 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 Group belong to the category measured at fair value through other comprehensive income. The Group 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 Group’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:
January 1 to September 30, 2023
| Risks | Change | Sensitivity to gain or loss (NT$thousand) |
Equity attribute (NT$ thousand) |
|---|---|---|---|
| Exchange rate 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 securities price+/-10% |
+/-$26,210-/+$618+/-$50+/-$204-/+$63,077+/-$245,998 |
-- - - - $53,545 |
January 1 to September 30, 2022
| Risks | Change | Sensitivity to gain or loss (NT$thousand) |
Equity attribute (NT$ thousand) |
|---|---|---|---|
| Exchange rate 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 securities price+/-10% |
+/-$23,255-/+$2,999+/-$1,282-/+$74,462+/-$ $320,032 |
-- - -$125,594 |
~85~
(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 Group’s credit risk is due to operating activities (mainly accounts and notes) and financial activities (mainly bank deposits and various financial instruments.)
All units of the Group follow credit risk policies, procedures and controls to manage credit risk. The credit risk assessment of all is a comprehensive consideration of such factors as the counterparty's financial status, ratings of credit rating agencies, past historical experience, current economic environment, and the Group's internal rating standards. The Group 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 September 30, 2023, December 31, 2022 and September 30, 2022, the percentages of receivables from the top ten customers to the Group's receivable balances were 19%, 14% and 16%, respectively. The credit concentration risk of the remaining receivables was relatively insignificant.
The Group’s finance department manages the credit risk of bank deposits, fixed income securities, and other financial instruments in accordance with Group policies. Since the Group’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 Group maintains financial flexibility through contracts such as cash and cash equivalents, high-liquidity securities, bank loans, and leases. The following table summarizes the maturity of the payments contained in the contracts for financial liabilities of the Group. 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.
~86~
Non-derivative financial liabilities
| 2023.09.30 Loans Trade and other payables Lease liabilities 2022.12.31 Loans Trade and other payables Lease liabilities 2022.09.30 Loans Trade and other payables Lease liabilities Derivative financial |
< 1year | 2 to 3years | 4 to 5years | 4 to 5years | > 5years | > 5years | Total |
|
|---|---|---|---|---|---|---|---|---|
| $3,825,017 $3,787,558 $67,401 $3,308,611 $3,946,538 $65,651 $5,652,746 $3,900,017 $65,506 liabilities < 1year |
$3,618,698 $– $107,350 $271,007 $– $108,789 $978,369 $– $111,507 2 to 3years |
$1,780,453 $– $92,700 $5,877,837 $– $91,338 $3,481,187 $– $90,579 4 to 5years |
$– $– $137,229 $– $– $168,317 $– $– $180,062 > 5years |
$9,224,168 $3,787,558 $404,680 $9,457,455 $3,946,538 $434,095 $10,112,302 $3,900,017 $447,654 Total $219,156 ($223,640) $31,914 ($32,270) $140,834 ($147,638) |
||||
| 2023.09.30 Forward exchange contracts - inflow Forward exchange contracts - outflow Exchange rate swap contract-inflows Exchange rate swap contract- outflows 2022.12.31:None. 2022.09.30 Forward exchange contracts - inflow Forward exchange contracts - outflow |
||||||||
| $219,156 ($223,640) $31,914 ($32,270) $140,834 ($147,638) |
$– $– $– $– $– $– |
$– $– $– $– $– $– |
$– $– $– $– $– $– |
~87~
The disclosure of derivative financial liabilities in the above table is expressed using undiscounted total cash flows.
- (6) Reconciliation in liabilities generated from financing activities
Reconciliation information of liabilities from January 01 to September 30, 2023:
| 2023.01.01 Cash flows Non-cash changes Foreign exchange movement 2023.09.30 |
Short-term borrowings $2,769,949 511,876 – (4,078) $3,277,747 |
Long-term borrowings |
Lease liabilities |
Total liabilities from financingactivities |
|---|---|---|---|---|
| $6,512,616 (694,806) 3,003 1,560 |
$374,376 (52,444) 28,067 3,124 |
$9,656,941 (235,374) 31,070 606 |
||
| $5,822,373 | $353,123 | $9,453,243 |
Reconciliation information of liabilities from January 1 to September 30, 2022:
| Short-term borrowings |
Long-term borrowings |
Lease liabilities |
Total liabilities from financingactivities |
|---|---|---|---|
| $3,219,218 2,009,021 – 944 |
$4,584,252 47,981 (9,433) 65,661 |
$403,903 (48,864) 19,789 9,403 |
$8,207,373 2,008,138 10,356 76,008 |
| $5,229,183 $4,688,461 | $384,231 $10,301,875 |
-
(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 Group 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, financial assets measured at amortized cost, trade receivables, 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.
~88~
-
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 (for example, 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 priceto-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, bank borrowings, corporate bonds payable and other non-current liabilities without active market quotations, 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 Black-Scholes model) or other evaluation methods (such as Monte Carlo Simulation) to calculate the fair value.
-
(b) Fair value of financial instruments measured at amortized cost
The carrying amount of the Group'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 Group's financial instruments, please refer to Note 12 (9).
- (8) Derivative financial instruments
As of September 30, 2023, December 31, 2022, and September 30, 2022, information of the Group’s holding on derivatives that do not comply with hedge accounting and have not yet expired is as follows:
~89~
Forward currency contract
The forward currency contract is to manage risky position of the transaction, but it is not designated as a hedging tool.
Foreign exchange swap contracts
The foreign exchange swap contracts is to manage risky position of the transaction, but it is not designated as a hedging tool.
The Group entered into the following forward currency contracts and exchange exchange swap contracts:
| swap contracts: | |||
|---|---|---|---|
| 2023.09.30 The Company Pynmax Technology Co., Ltd. (Subsidiary) PAN-JIT Electronics (Wuxi) Co., Ltd. (Subsidiary) 2022.12.31: 2022.09.30 The Company |
Items (bycontract) Forward currency contract Foreign exchange swap contracts Forward currency contract Forward currency contract None. Forward currency contract |
Contract amount Sell for USD 5,470 thousand Sell for USD 1,000 thousand Sell for USD 460 thousand Sell for USD 1,000 thousand Sell for USD 4,650 thousand |
Maturity date |
| 2023.10.03~ 2023.11.02 2023.10.06 2023.10.12 2023.10.09~ 2023.10.10 2022.10.04~ 2022.10.24 |
The aforementioned derivatives transaction counterparties are well-known banks at home and abroad, and their credit is good, so the credit risk is not high.
For forward exchange and exchange rate swaps contract transactions, it is mainly to avoid the risk of exchange rate changes on net assets in foreign currency. 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.
~90~
(9) Fair value measurement hierarchy
- (a) Definition of 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 first level. Level 3. The unobservable input value of an asset or liability.
For assets and liabilities recognized in Financial Statements on a recurring 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 Group does not have non recurring assets measured at fair value. The fair value level information of recurring assets and liabilities is listed below:
| September 30, 2023: Financial assets measured at fair value: Financial assets measured at fair value through profit or loss Fund Stocks Convertible bond Notes Measured at fair value through other comprehensive income Stocks Financial liabilities measured at fair value Financial liabilities measured at fair value through profit or loss Forward currency contracts Foreign exchange swap contract |
Level 1 | Level 2 | Level 3 | Total |
|---|---|---|---|---|
$– $– $– $– $169,974 $– $– |
$1,316,630 $– $– $1,119,769 $– $4,475 $356 |
$– $957 $23,576 $– $364,521 $– $– |
$1,316,630 $957 $23,576 $1,119,769 $534,495 $4,475 $356 |
~91~
| December 31, 2022: Financial assets measured at fair value: Financial assets measured at fair value through profit or loss Fund Notes Stocks Convertible bond Measured at fair value through other comprehensive income Stocks September 30, 2022: Financial assets measured at fair value Financial assets measured at fair value through profit or loss Fund Stocks Convertible bond Notes Measured at fair value through other comprehensive income Equity instruments at fair value through other comprehensive income Liabilities measured at fair value Financial liabilities measured at fair value through profit or loss Forward currency contracts |
Level 1 | Level 2 | Level 3 | Total |
|---|---|---|---|---|
| $– $– $– $– $157,684 Level 1 |
$2,550,358 $460,650 $– $– $– Level 2 |
$– $– $957 $19,500 $364,205 Level 3 |
$2,550,358 $460,650 $957 $19,500 $521,889 Total |
|
| $– $– $– $– $846,754 $– |
$2,418,230 $– $– $762,000 $– $6,804 |
$– $957 $20,085 $– $408,234 $– |
$2,418,230 $957 $20,085 $762,000 $1,254,988 $6,804 |
~92~
Transfer between the Level 1 and the Level 2 of the fair value hierarchy
In the period from January 1 to September 30, 2023 and 2022, there is no transfer between the first and second levels of the fair value hierarchy of assets and liabilities measured by the Group’s recurring fair value.
Changes in recurring fair value at level 3
For the assets and liabilities of the Group measured in terms of fair value on a reoccurring basis fall into level 3 of fair value hierarchy, their beginning and ending balances are reconciled as follows:
| 2023.01.01 Total recognized gains (losses) of the current period Recognized in profit or loss (presented in “Other gain or loss”) Acquisition for the period Disposal in current period Influence of exchange rate change 2023.09.30 2022.01.01 Total recognized gains (loss) of the current period Recognized in profit or loss (presented in “Other gain or loss”) 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 2022.09.30 |
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 $364,205 – – – 316 $364,521 Measured at fair value through other comprehensive income |
|---|---|---|---|---|
| Stock | Structured deposits |
Convertible bond |
||
| $957 – – – – |
$– – 283,040 (280,158) (2,882) |
$19,500 4,052 7,474 (7,450) – |
||
| $957 | $– | $23,576 |
||
| Financial assets measured at fair value throughprofit or loss |
||||
| Stock | Structured deposits |
Convertible bond |
Stock | |
| $– – – – – 957 – |
$– – 1,592,731 (1,601,177) – – 8,446 |
$– – 20,085 – – – – |
$271,858 – – – 2,647 127,837 5,892 |
|
| $957 | $– | $20,085 | $408,234 |
~93~
Significant unobservable input value information for Level 3 of the fair value hierarchy
For the Group's assets measured at Level 3 fair value hierarchy for recurring fair value measurement, its significant unobservable inputs used in measuring the fair value are presented in the table below:
September 30, 2023:
| Financial assets at fair value Financial assets at fair value through profit or loss Stock Financial products- structured deposit Convertible bond Financial assets at fair value through other comprehensive income Stock |
Valuation technique Net asset value method Net asset value method Option Pricing model Market approach |
Significant unobservable input |
Quantitative Information |
Interrelationship between inputs and fair value |
Sensitivity analysis of interrelationship between inputs and fair value |
|---|---|---|---|---|---|
| Not applicable Not applicable Not applicable Lack of liquidity discount |
– – – 5.43%~ 32.28% |
Not applicable Not applicable Not applicable The higher the illiquidity, the lower the fair value estimate. |
Not applicable Not applicable Not applicable The Group's equity will decrease/increase by NT$6,916 thousand if the percentage of illiquidity increases (decreases) by 1%. |
~94~
December 31, 2022:
| Financial assets at fair value Financial assets at fair value through profit or loss Stock Financial products- structured deposit Convertible bond Financial assets at fair value through other comprehensive income Stock |
Valuation technique |
Significant unobservable input Not applicable Not applicable Not applicable Lack of liquidity discount |
Quantitative Information |
Interrelationship between inputs and fair value Not applicable Not applicable Not applicable The higher the illiquidity, the lower the fair value estimate. |
Sensitivity analysis of interrelationship between inputs and fair value |
|---|---|---|---|---|---|
| Net asset value method Net asset value method Option Pricing model Market approach |
– – – 5.43%~ 32.28% |
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%. |
~95~
September 30, 2022:
| Financial assets at fair value Financial assets at fair value through profit or loss Stock Financial products- structured deposit Convertible bond Financial assets at fair value through other comprehensive income Stock |
Valuation technique |
Significant unobservable input |
Quantitative Information |
Interrelationship between inputs and fair value Not applicable Not applicable Not applicable The higher the illiquidity, the lower the fair value estimate. |
Sensitivity analysis of interrelationship between inputs and fair value |
|---|---|---|---|---|---|
| Net asset value method Net asset value method Option Pricing model Market approach |
Not applicable Not applicable Not applicable Lack of liquidity discount |
– – – 2.77%~ 32.27% |
Not applicable Not applicable Not applicable The Group's equity will decrease/increase by NT$13,207 thousand if the percentage of illiquidity increases (decreases) by 1%. |
(10) The information on foreign currency assets and liabilities with significant impact
The information on foreign currency assets and liabilities of the Group with significant impact is list bellow:
~96~
| Financial assets Monetary items: USD EUR RMB JPY Financial liabilities Monetary items: USD EUR JPY Financial assets Monetary items: USD EUR RMB Financial liabilities Monetary items: USD EUR RMB Financial assets Monetary items: USD EUR RMB Financial liabilities Monetary items: USD EUR RMB |
2023.09.30 | ||
|---|---|---|---|
| Foreign currency (thousand) |
Exchange rate | NTD (thousand) |
|
| $95,550 $3,134 $1,136 $117,893 $14,330 $4,959 $23,669 |
32.2700 33.9100 4.4150 0.2162 32.2700 33.9100 0.2162 2022.12.31 |
$3,083,384 $106,263 $5,017 $25,489 $462,426 $168,144 $5,117 |
|
| Foreign currency (thousand) |
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 2022.09.30 |
$2,522,204 $136,397 $132,076 $1,155,645 $374,619 $5,110 |
|
| Foreign currency (thousand) |
Exchange rate | NTD (thousand) |
|
| $93,189 $5,882 $29,490 $19,943 $15,477 $835 |
31.7500 31.2600 4.4730 31.7500 31.2600 4.4730 |
$2,958,747 $183,873 $131,909 $633,188 $483,800 $3,735 |
~97~
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 and the Group's functional currencies are diverse, and cannot be disclosed in each major foreign currency. Therefore, the exchange gain or loss of each currency are consolidated and disclosed. The Group's exchange (losses) gains on monetary financial assets and liabilities were NT$50,329 thousand and NT$77,478 thousand for the periods from July 1 to September 30, 2023 and January 1 to September 30, 2023, respectively, and NT$149,841 thousand and NT$239,366 thousand for the periods from July 1 to September 30, 2022 and January 1 to September 30, 2022, respectively.
(11) Capital management
The most important goal of the Group’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 Group 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.
~98~
13. Other 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).
-
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.
-
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
~99~
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 Attachment1.
-
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
For management purposes, the Group divides operating units according to the products manufactured and sold by different business groups. The following four operating segments are to be reported:
-
(1) Diode: Manufacture and sale the wafers, power components and control module.
-
(2) Power IC and components: research and development, design and manufacture and technology consultation of power IC, field effect transistors and fast recovery diodes.
-
(3) Solar: Sales of electricity
-
(4) Others: Lithium battery management system designed and manufactured
Operating segments are not aggregated to form the aforementioned reportable operating segments.
The management individually monitors the operating results of its business units to make decisions on resource allocation and performance evaluation. The performance of the segments is evaluated based on the operating profit or loss, and is measured in a manner consistent with the operating profit or loss in the consolidated financial report. However, the financial cost, financial income and income tax of the consolidated financial report are managed on a group basis and have not been allocated to the operating segments.
~100~
Transfer pricing among operating segments is based on similar conventional transaction with an external third party.
| Revenue external customers Inter- segmental Total revenue Segment profit |
2023.07.01-2023.09.30 | 2023.07.01-2023.09.30 | ||||
|---|---|---|---|---|---|---|
| Diodes | Power IC and components |
Solar |
Others |
Adjustment | Total | |
| $2,886,299 – |
$323,657 968 |
$63,468 – |
$– – |
$– (968) |
$3,273,424 – |
|
| $2,886,299 | $324,625 |
$63,468 |
$– |
($968) |
$3,273,424 | |
| $121,453 | $89,636 |
$23,433 |
$– |
$136,302 | $370,824 |
(a) Inter-segmental revenues were eliminated upon consolidation.
(b) The gain or loss of each operating segment excludes non-operating income and expenses of NT$ 136,302 thousand and income tax expense of NT$59,154 thousand. Segmental operating gain or loss includes inter-segmental sales of NT$0 thousand and non-operating income and expenses of NT$136,302 thousand.
2022.07.01-2022.09.30
| Revenue external customers Inter- segmental Total revenue Segment profit |
Diodes | Power IC and components |
Solar |
Others | Adjustment | Total |
|---|---|---|---|---|---|---|
| $3,011,414 – |
$99,010 – |
$58,143 –- |
$– – |
$– – |
$3,168,567 – |
|
| $3,011,414 | $99,010 |
$58,143 |
$– |
$– |
$3,168,567 | |
| $282,062 | ($2,883) |
$21,652 | $526 |
$220,534 | $521,891 |
(a) Inter-segmental revenues are eliminated upon consolidation.
(b) The gain or loss of each operating segment excludes non-operating income and expenses of NT$ 220,534 thousand and income tax expense of NT$85,965 thousand. Segmental operating gain or loss includes inter-segmental sales of NT$0 thousand and non-operating income and expenses of NT$220,534 thousand.
~101~
| 2023.01.01-2023.09.30 Diodes Power IC and components Solar Others Adjustment Total Revenue external customers $8,737,253 $793,632 $146,063 $– $– $9,676,948 Inter- segmental – 1,488 – – (1,488) – Total revenue $8,737,253 $795,120 $146,063 $– ($1,488) $9,676,948 Segment profit $443,081 $204,235 $34,857 $– $291,453 $973,626 (a) Inter-segmental revenues are eliminated upon consolidation. (b) The gain or loss of each operating segment excludes non-operating income and expenses of NT$ 291,453 thousand and income tax expense of NT$144,387 thousand. Segmental operating gain or loss includes inter-segmental sales of NT$0 thousand and non-operating income and expenses of NT$291,453 thousand. 2022.01.01-2022.09.30 Diodes Power IC and components Solar Others Adjustment Total Revenue external customers $10,034,746 $142,206 $192,846 $– $– $10,369,798 Inter- segmental – – – – – – Total revenue $10,034,746 $142,206 $192,846 $– $– $10,369,798 Segment profit $1,341,826 ($2,548) $82,015 $253 $513,659 $1,935,205 |
2023.01.01-2023.09.30 Diodes Power IC and components Solar Others Adjustment Total Revenue external customers $8,737,253 $793,632 $146,063 $– $– $9,676,948 Inter- segmental – 1,488 – – (1,488) – Total revenue $8,737,253 $795,120 $146,063 $– ($1,488) $9,676,948 Segment profit $443,081 $204,235 $34,857 $– $291,453 $973,626 (a) Inter-segmental revenues are eliminated upon consolidation. (b) The gain or loss of each operating segment excludes non-operating income and expenses of NT$ 291,453 thousand and income tax expense of NT$144,387 thousand. Segmental operating gain or loss includes inter-segmental sales of NT$0 thousand and non-operating income and expenses of NT$291,453 thousand. 2022.01.01-2022.09.30 Diodes Power IC and components Solar Others Adjustment Total Revenue external customers $10,034,746 $142,206 $192,846 $– $– $10,369,798 Inter- segmental – – – – – – Total revenue $10,034,746 $142,206 $192,846 $– $– $10,369,798 Segment profit $1,341,826 ($2,548) $82,015 $253 $513,659 $1,935,205 |
2023.01.01-2023.09.30 Diodes Power IC and components Solar Others Adjustment Total Revenue external customers $8,737,253 $793,632 $146,063 $– $– $9,676,948 Inter- segmental – 1,488 – – (1,488) – Total revenue $8,737,253 $795,120 $146,063 $– ($1,488) $9,676,948 Segment profit $443,081 $204,235 $34,857 $– $291,453 $973,626 (a) Inter-segmental revenues are eliminated upon consolidation. (b) The gain or loss of each operating segment excludes non-operating income and expenses of NT$ 291,453 thousand and income tax expense of NT$144,387 thousand. Segmental operating gain or loss includes inter-segmental sales of NT$0 thousand and non-operating income and expenses of NT$291,453 thousand. 2022.01.01-2022.09.30 Diodes Power IC and components Solar Others Adjustment Total Revenue external customers $10,034,746 $142,206 $192,846 $– $– $10,369,798 Inter- segmental – – – – – – Total revenue $10,034,746 $142,206 $192,846 $– $– $10,369,798 Segment profit $1,341,826 ($2,548) $82,015 $253 $513,659 $1,935,205 |
2023.01.01-2023.09.30 Diodes Power IC and components Solar Others Adjustment Total Revenue external customers $8,737,253 $793,632 $146,063 $– $– $9,676,948 Inter- segmental – 1,488 – – (1,488) – Total revenue $8,737,253 $795,120 $146,063 $– ($1,488) $9,676,948 Segment profit $443,081 $204,235 $34,857 $– $291,453 $973,626 (a) Inter-segmental revenues are eliminated upon consolidation. (b) The gain or loss of each operating segment excludes non-operating income and expenses of NT$ 291,453 thousand and income tax expense of NT$144,387 thousand. Segmental operating gain or loss includes inter-segmental sales of NT$0 thousand and non-operating income and expenses of NT$291,453 thousand. 2022.01.01-2022.09.30 Diodes Power IC and components Solar Others Adjustment Total Revenue external customers $10,034,746 $142,206 $192,846 $– $– $10,369,798 Inter- segmental – – – – – – Total revenue $10,034,746 $142,206 $192,846 $– $– $10,369,798 Segment profit $1,341,826 ($2,548) $82,015 $253 $513,659 $1,935,205 |
2023.01.01-2023.09.30 Diodes Power IC and components Solar Others Adjustment Total Revenue external customers $8,737,253 $793,632 $146,063 $– $– $9,676,948 Inter- segmental – 1,488 – – (1,488) – Total revenue $8,737,253 $795,120 $146,063 $– ($1,488) $9,676,948 Segment profit $443,081 $204,235 $34,857 $– $291,453 $973,626 (a) Inter-segmental revenues are eliminated upon consolidation. (b) The gain or loss of each operating segment excludes non-operating income and expenses of NT$ 291,453 thousand and income tax expense of NT$144,387 thousand. Segmental operating gain or loss includes inter-segmental sales of NT$0 thousand and non-operating income and expenses of NT$291,453 thousand. 2022.01.01-2022.09.30 Diodes Power IC and components Solar Others Adjustment Total Revenue external customers $10,034,746 $142,206 $192,846 $– $– $10,369,798 Inter- segmental – – – – – – Total revenue $10,034,746 $142,206 $192,846 $– $– $10,369,798 Segment profit $1,341,826 ($2,548) $82,015 $253 $513,659 $1,935,205 |
2023.01.01-2023.09.30 Diodes Power IC and components Solar Others Adjustment Total Revenue external customers $8,737,253 $793,632 $146,063 $– $– $9,676,948 Inter- segmental – 1,488 – – (1,488) – Total revenue $8,737,253 $795,120 $146,063 $– ($1,488) $9,676,948 Segment profit $443,081 $204,235 $34,857 $– $291,453 $973,626 (a) Inter-segmental revenues are eliminated upon consolidation. (b) The gain or loss of each operating segment excludes non-operating income and expenses of NT$ 291,453 thousand and income tax expense of NT$144,387 thousand. Segmental operating gain or loss includes inter-segmental sales of NT$0 thousand and non-operating income and expenses of NT$291,453 thousand. 2022.01.01-2022.09.30 Diodes Power IC and components Solar Others Adjustment Total Revenue external customers $10,034,746 $142,206 $192,846 $– $– $10,369,798 Inter- segmental – – – – – – Total revenue $10,034,746 $142,206 $192,846 $– $– $10,369,798 Segment profit $1,341,826 ($2,548) $82,015 $253 $513,659 $1,935,205 |
2023.01.01-2023.09.30 Diodes Power IC and components Solar Others Adjustment Total Revenue external customers $8,737,253 $793,632 $146,063 $– $– $9,676,948 Inter- segmental – 1,488 – – (1,488) – Total revenue $8,737,253 $795,120 $146,063 $– ($1,488) $9,676,948 Segment profit $443,081 $204,235 $34,857 $– $291,453 $973,626 (a) Inter-segmental revenues are eliminated upon consolidation. (b) The gain or loss of each operating segment excludes non-operating income and expenses of NT$ 291,453 thousand and income tax expense of NT$144,387 thousand. Segmental operating gain or loss includes inter-segmental sales of NT$0 thousand and non-operating income and expenses of NT$291,453 thousand. 2022.01.01-2022.09.30 Diodes Power IC and components Solar Others Adjustment Total Revenue external customers $10,034,746 $142,206 $192,846 $– $– $10,369,798 Inter- segmental – – – – – – Total revenue $10,034,746 $142,206 $192,846 $– $– $10,369,798 Segment profit $1,341,826 ($2,548) $82,015 $253 $513,659 $1,935,205 |
|---|---|---|---|---|---|---|
| Diodes | Power IC and components |
Solar |
Others | Adjustment | Total |
|
| $10,034,746 – |
$142,206 – |
$192,846 – |
$– – |
$– – |
$10,369,798 – |
|
| $10,034,746 | $142,206 |
$192,846 |
$– |
$– |
$10,369,798 | |
| $1,341,826 | ($2,548) | $82,015 | $253 |
$513,659 | $1,935,205 |
-
(a) Inter-segmental revenues are eliminated upon consolidation.
-
(b) The gain or loss of each operating segment excludes non-operating income and expenses of NT$ 513,659 thousand and income tax expense of NT$326,514 thousand. Segmental operating gain or loss includes inter-segmental sales of NT$0 thousand and non-operating income and expenses of NT$513,659 thousand.
The following table presents information related to the assets and liabilities of the Group's operating segments as of September 30, 2023, December 31, 2022 and September 30, 2022:
~102~
Assets by Operating Segments
| Assets by Operating Segments | g Segments | ||||||
|---|---|---|---|---|---|---|---|
| Diode 2023.09.30 Assets $17,077,720 2022.12.31 Assets $16,426,178 2022.09.30 Assets $16,321,734 Liabilities by Operating Segments Diode 2023.09.30 Liabilities $11,500,981 2022.12.31 Liabilities $11,501,440 2022.09.30 Liabilities $12,300,322 |
Diode | Power IC and components |
Solar $1,140,083 $1,170,538 $1,146,905 Solar |
Others |
Adjustment | Total |
|
| $17,077,720 | $697,788 | $– | $9,787,606 | $28,703,197 | |||
| $16,426,178 | $673,084 |
$– | $10,897,046 | $29,166,846 |
|||
| $16,321,734 | $631,577 |
$– | $11,762,372 | $29,862,588 |
|||
| Power IC and components $89,473 $38,572 $61,682 |
Others $– $– $– |
Adjustment | Total |
||||
| $11,500,981 | $145,980 | $2,186,421 | $13,922,855 | ||||
| $11,501,440 | $199,583 |
$2,518,016 |
$14,257,611 |
||||
| $12,300,322 | $198,178 |
$2,354,840 |
$14,915,022 |
~103~
Notes to the Consolidated Financial Statements of PANJIT International Inc. and Subsidiaries (continued) (Unit: NT$ thousand, unless otherwise indicated) Financing provided to others
| Attachment 1 | Attachment 1 | Attachment 1 | Attachment 1 | Attachment 1 | Attachment 1 | Attachment 1 | Attachment 1 | Attachment 1 | Attachment 1 | Attachment 1 | Attachment 1 | Attachment 1 | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| No. (Note 1) |
Lender | Counter-party | Financial statement account |
Related party |
Maximum balance for |
Ending balance |
Actual amount |
Interest rate |
Nature of Financing (Note 3) |
Amount of sales to |
Reason for Financing |
Allowance for Loss |
Collateral | Limit of financing |
Limit of total financing |
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. PANJIT ASIA INTERNATIONAL INC. |
Other receivables Other receivables Other receivables Other receivables Other receivables |
Yes Yes Yes Yes Yes |
$329,700 1,812,009 580,860 427,620 87,129 |
$210,242 952,958 580,860 417,964 87,129 |
$152,595 952,958 580,860 417,964 87,129 |
3.00% 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 |
- - - - - |
- - - - - |
- - - - - |
$5,376,582 3,786,643 3,786,643 1,208,322 92,628 |
$5,376,582 8,330,614 8,330,614 1,208,322 92,628 |
(Note 7, 11) (Note 8, 11) (Note 8, 11) (Note 9, 11) (Note 10, 11) |
| Total | $2,249,153 | $2,191,506 |
(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.
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
- (Note 6):
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$13,441,456 thousand.
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
(Note 8): 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 USD234,685 thousand, which is converted into NT$7,573,285 thousand.
In accordance with the following regulations on the “Capital Loan to Others Operating Procedures”and “Capital Loan to Others Processing 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
(Note 9): 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 RMB182,457,000, which is converted into NT$805,548 thousand.
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 (Note 10): worth. Calculate the net worth of the following companies in accordance with the operating procedures:
-
(1) PANJIT AMERICAS INC.: The net worth is USD7,176 thousand, which is converted into NT$231,570 thousand.
-
(Note 11): All intercompany transactions have been eliminated in the consolidated financial statements.
~ ~ 104
Notes to the Consolidated Financial Statements of PANJIT International Inc. and Subsidiaries (continued)
(Unit: NT$ thousand, unless otherwise indicated) Endorsement/guarantee for others
Attachment 2
| No. (Note 1) |
Endorsor/Guarantor | Receiving party | Receiving party | Limit of Endorsements/guarante es 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 | $13,441,456 | $2,581,600 | $2,581,600 | $2,581,600 | - | 19.21% | $13,441,456 | Y | N | N | (Note 8) |
(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): 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$13,441,456 thousand); the total amount of endorsement and guarantees for enterprises outside the Group shall not exceed 100% of the Company’s net worth.
~ ~ 105
Notes to the Consolidated Financial Statements of PANJIT International Inc. and Subsidiaries (continued)
(Unit: NT$ 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, EUR thousand | Unit: USD, RMB, EUR thousand | Unit: USD, RMB, EUR thousand | Unit: USD, RMB, EUR thousand | Unit: USD, RMB, EUR thousand | Unit: USD, RMB, EUR thousand |
|---|---|---|---|---|---|---|---|---|---|
| Holder | Type and name of securities (Note 1) |
Relationship (Note 2) |
Financial statement account | Ending Balance | Note (Note 4) |
||||
| Units/Shares (thousand shares) |
Currency | Book value (Note 3) |
Percentage of ownership |
Fair value | |||||
| PANJIT International Inc. PANJIT Electronics (Wuxi) Co., Ltd. Champion Microelectronic Corp. PAN-JIT ASIA INTERNATIONAL INC. |
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. Notes VTeam Supply Chain Finance Limited Fund Yuanta Japan Leaders Enterprise Securities Investment Trust Unlisted stock Siyang Grande Electronics Co., Ltd. (Note 5) Wuxi Danchen Intelligent Technology Co., Ltd. (Note 5) (Formerly Wuxi One-Light-For-All Technology Development Co., Ltd.) HC PHOTONICS CORP. Fund HYPERION CAPITAL MANAGEMENT LTD. Vertex Growth Fund II Siegfried Capital Partners Fund II S.C.Sp. Siegfried GFT Fund SP I VTEAM SIEGFRIED SUPPLY CHAIN FUND VTeam Supply Chain Finance Limited Wealth management products by financial institution ERSTE GROUP BANK AG RAIFFEISEN BANK INTL Notes Unlisted stock Unlisted (over the counter) stocks |
- - - - - - - - - - - - - - - - - - - - |
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 profit or loss - current Financial assets measured 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 profit or loss - non-current Financial assets measured at fair value through profit or loss - non-current Financial assets measured at fair value through profit or loss - non-current Financial assets measured at fair value through profit or loss - current Financial assets measured at fair value through profit or loss - current Financial assets measured at fair value through profit or loss - current Financial assets measured 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 36 D203(PA) 364 445 334 1,200 3,500 - - - - 136 - - - - - - - - |
NTD NTD NTD NTD NTD NTD NTD NTD NTD NTD RMB RMB NTD USD USD USD USD USD USD USD USD |
$58,212 46,932 2,632 1,865 - - 8,755 31,652 96,810 14,698 14,674 48 957 - 171 2,000 890 11,444 24,000 425 427 |
0.70% 2.64% 0.12% 0.62% 1.53% 3.71% 2.96% 4.28% - - 15.00% 10.00% 0.68% - - - - - - - - |
$58,212 46,932 2,632 1,865 - - 8,755 31,652 96,810 14,698 14,674 48 957 - 171 2,000 890 11,444 24,000 425 427 |
- - - - - - - - - - - - - - - - - - - - - |
(continued in next page)
~ ~ 106
Notes to the Consolidated Financial Statements of PANJIT International Inc. and Subsidiaries (continued)
(Unit: NT$ 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) | (continued from previous page) | (continued from previous page) | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Holder | Type and name of securities (Note 1) |
Relationship (Note 2) |
Financial statement account | Ending Balance | 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. 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 Healthcare Fund Menglue Venture Capital Limited Partnership Fund Mega Japan Multi-Asset Fund Convertible Bond Alltop Technology Corp. 5th Domestic Unsecured Convertible Bond CHANG WAH ELECTROMATERIALS INC. 5th Domestic Unsecured Convertible Bond Siegfried Capital Partners Fund II S.C.Sp. Vteam Siegfried Supply Chain Finance Fund Unlisted stock SiFotonics Technologies Co., Ltd Vteam Siegfried Supply Chain Finance Fund Notes VTeam Supply Chain Finance Limited Siegfried Capital Partners Fund II S.C.Sp. Unlisted stock MOTECH (Suzhou) New Energy Co., Ltd. (Note 5) Fund Fund Fund |
- - - - - - Affiliated Companies - - - - - - - - |
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 profit or loss - current Financial assets measured at fair value through profit or loss - non-current Financial assets measured at fair value through profit or loss - non-current Financial assets measured at fair value through profit or loss - current Financial assets measured at fair value through profit or loss - current Financial assets measured at fair value through profit or loss - current Financial assets measured at fair value through profit or loss - current Financial assets measured 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 profit or loss - current Financial assets measured at fair value through profit or loss - current Financial assets measured 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 NTD USD USD NTD USD USD EUR RMB |
$62,199 - 12,682 24,176 13,043 9,749 16,731 6,845 2,350 10,211 123,130 10,222 7,700 1,150 30,378 |
0.75% 6.67% - - - - - - - - 3.39% - - - 4.61% |
$62,199 - 12,682 24,176 13,043 9,749 16,731 6,845 2,350 10,211 123,130 10,222 7,700 1,150 30,378 |
- - - - - - - - - - - - - - Has been pledged to subsidaries |
(Note 1): The securities mentioned in this attachment refer to stocks, bonds, beneficiary certificates and securities derived from the above items within the scope of IFRS 9 “Financial Instruments.”
(Note 2): If the securities issuer is not a related party, this column should be left blank.
(Note 3): Fill in the amount after adjusted at fair value and deducted by accumulated impairment for the marketable securities measured at fair value; fill in the acquisition cost or amortized cost deducted by accumulated impairment for the marketable securities not measured at fair value.
(Note 4): The number of shares of securities and their amounts pledged as security or pledged for loans and their restrictions on use under some agreements should be stated in the foot NOTE if the securities presented herein have such conditions.
(Note 5): It is a limited company, so the number of shares and net worth per share are not available.
~ ~ 107
Notes to the Consolidated Financial Statements of PANJIT International Inc. and Subsidiaries (continued)
(Unit: NT$ thousand, unless otherwise indicated)
Purchases from or Sales to Related Parties with Amounts Exceeding NT$100 Million or 20% of the Paid-in Capital
Attachment 4
| Attachment 4 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchaser (seller) | Counter-party | Relationship | Transactions |
Transactions with Terms Different from Others |
Notes and accounts receivable(payable) |
Note | |||||
| Purchases (Sales) |
Amount | ~~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. PANJIT Electronics (Wuxi) Co., Ltd. PANJIT AMERICAS INC. PANJIT Semiconductor (Xuzhou) Co., Ltd. |
PANJIT Electronics (Wuxi) Co., Ltd. PANJIT Electronics (Wuxi) Co., Ltd. Pynmax Technology Co., Ltd. PAN JIT AMERICAS, INC. PANJIT International Inc. PANJIT Electronics (Wuxi) Co., Ltd. PANJIT International Inc. PANJIT International Inc. Pynmax Technology Co., Ltd. Zibo Micro Commercial Components Corp. Zibo Micro Commercial Components Corp. PANJIT Semiconductor (Xuzhou) Co., Ltd., PANJIT INTERNATIONAL INC. PANJIT Electronics (Wuxi) Co., Ltd. |
Subsidiary Subsidiary Subsidiary Subsidiary The Company Subsidiary The Company The Company Subsidiary Affiliated Company Affiliated Company Subsidiary The Company Subsidiary |
(Sales) Purchase Purchase (Sales) (Sales) (Sales) (Sales) Purchase Purchase (Sales) Purchase Purchase Purchase (Sales) |
($799,740) 1,195,826 248,679 (145,596) (248,679) (270,588) (1,195,826) 799,740 270,588 (131,530) 227,238 141,642 145,596 (141,642) |
13% 38% 8% 2% 45% 48% 26% 21% 7% 3% 6% 4% 97% 100% |
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 |
$348,244 (539,031) (63,592) 22,417 63,592 120,144 539,031 (348,244) (120,144) 55,560 (70,849) (32,592) (22,417) 32,592 |
14% 48% 6% 1% 33% 62% 20% 16% 6% 2% 3% 2% 80% 100% |
(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$10, the transaction amount of 20% of the paid-in capital shall be calculated based on the 10% of the equity attributable to the owner of the parent company on the balance sheet.
(Note 2): All intercompany transactions have been eliminated in the consolidated financial statements.
~ ~ 108
Notes to the Consolidated Financial Statements of PANJIT International Inc. and Subsidiaries (continued)
(Unit: NT$ thousand, unless otherwise indicated)
Receivables from Related Parties with Amounts Exceeding NT$100 Million or 20% of the Paid-in Capital
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. PANJIT Electronics (Wuxi) Co., Ltd. |
PANJIT Electronics (Wuxi) Co., Ltd. PANJIT Electronics (Wuxi) Co., Ltd. PANJIT International Inc. |
Subsidiary The Company The Company |
$348,244 120,144 539,031 |
3.06 3.00 2.96 |
$53,846 987 - |
Collect as soon as possible Dunning as soon as possible - |
$37,986 20,117 57,125 |
(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$10, the transaction amount of 20% of the paid-in capital shall be calculated based on the 10% of the equity attributable to the owner of the parent company on the balance sheet.
(Note 2): The consolidated financial report is prepared and the shareholding ratio is 100% and no allowance for loss is required.
(Note 3): All intercompany transactions have been eliminated in the consolidated financial statements.
~ ~ 109
Notes to the Consolidated Financial Statements of PANJIT International Inc. and Subsidiaries (continued) (Unit: NT$ thousand, unless otherwise indicated)
Name, Location, and Information about Investee Companies (Not Including Investee Companies in Mainland China)
Attachment 6
| 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 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 3F., No. 102, Sec. 3, Zhongshan Rd., Zhonghe Dist., New Taipei City, Taiwan Floor 5, No. 11, Park 2nd Rd., Science Park Dist., Hsinchu City, Taiwan Strevelsweg 700 - Unit 312, 3083 AS Rotterdam 1-31-11KS Bld.6F606, Kichijoji Honcho, Musashino Shi, Tokyo To, 180-0004, Japan 180-0004, Japan Unit 1-5 ,18/F., Wah Wai Centre, No.38-40 Au Pui Wan Street, Fotan,Shatin,New Territories 2502 W. Huntington Drive Tempe, AZ 85282 Otto-Hahn-Str. 285609 Aschheim Germany Vistra Corporate Services Centre, Ground Floor NPF Buliding, Beach Road, Apia, Samoa Vistra Corporate Services Centre, Ground Floor NPF Buliding, Beach Road, 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 |
Investment holding 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 Investment holding Electronics trade Electronics trade Electronics trade Electronics trade Investment holding Investment holding Electronics trade Investment holding and solar energy photoelectric products trade |
NTD NTD NTD NTD NTD NTD NTD USD USD USD USD USD USD USD |
$7,395,285 1,069,816 259,523 1,482,721 1,947,704 732,259 7,002 1,407 16,626 770 10,426 914 288 145,868 |
$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 |
228,106 84,493 16,328 11,315 23,996 - (Note 3) 3 9,711 2,431 - (Note 3) 8,060 1,126 54 246,249 |
100.00% 94.64% 21.01% 19.15% 30.00% 100.00% 100.00% 100.00% 95.86% 100.00% 100.00% 52.22% 60.00% 94.43% |
$7,468,758 1,340,785 239,835 1,555,829 1,883,125 792,703 5,868 3,382 7,525 2,370 49,261 286 1,362 (21,404) |
$240,016 10,479 40,918 490,067 201,395 34,312 (623) 690 H370 503 H380 344 H420 (48) (25) 377 H450 638 |
$240,914 59,045 8,597 75,456 59,889 34,312 (623) 690 H370 539 H380 344 (48) (13) 226 602 |
Subsidiary (Note 4, 5) Subsidiary (Note 4, 5) (Note 4) Subsidiary (Note 4, 5) Subsidiary (Note 5) Subsidiary (Note 5) Sub-subsidiary (Note 5) Sub-subsidiary (Note 4, 5) Sub-subsidiary (Note 5) Sub-subsidiary (Note 5) Sub-subsidiary (Note 5) Sub-subsidiary (Note 5) Sub-subsidiary (Note 5) |
(continued in next page)
~ ~ 110
Notes to the Consolidated Financial Statements of PANJIT International Inc. and Subsidiaries (continued)
(Unit: NT$ 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 | Holding at the end of the period | 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. AIDE ENERGY EUROPE COÖ PERATIE U.A. AIDE ENERGY EUROPE B.V. Wisdom Bright Inc. |
JOYSTAR INTERNATIONAL CO., LTD. MILDEX OPTICAL INC. Wisdom Bright Inc.(Wisdom Bright) Champion Microelectronic Corp.(CMC) Wisdom Mega Corp.(Wisdom Mega) DYNAMIC TECH GROUP LIMITED AIDE SOLAR ENERGY (HK) HOLDING LIMITED AIDE ENERGY EUROPE B.V. EC SOLAR C1 SRL Wisdom Toprich Technology Limited (Wisdom Toprich) |
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 Vistra Corporate Services Centre, Ground Floor NPF Buliding, Beach Road, Apia, Samoa 15/F, BOC Group Life Assurance Tower, No. 136 Des Voeux Road Central, Central, Hong Kong. Strevelsweg 700 - Unit 312, 3083 AS Rotterdam Viale Andrea Doria 7 Cap 20124 MILANO (MI), Italy. Seychelles |
Investing Optical lens, instrument, and touch panel Display panel manufacturing Investment holdings International trade, investment holding and e-commerce business Investment holdings Investing Investing and trade Investing and trade Sales of solar power plants Electricity produced Investment holdings |
NTD NTD NTD NTD NTD USD USD EUR EUR NTD |
$536,686 288,852 79,505 - 125,250 1,029 - 18,620 17,000 79,505 |
$536,686 288,852 157,658 144,793 125,250 1,029 36,527 18,620 17,000 157,658 |
17,522 6,429 2,504 - 4,000 1,030 - 2 - (Note 3) 2,504 |
100.00% 8.27% 100.00% - 100.00% 47.78% - 100.00% 100.00% 100.00% |
$530,740 94,404 81,273 - (Note 6) 123,130 261 - (Note 7) 23,376 21,967 81,273 |
$26,983 40,918 (6,049) 4,105 - (25) - 1,002 1,081 (6,049) |
$26,983 H065 3,384 (6,049) 4,105 - (12) - 1,002 946 (6,049) |
Sub-subsidiary (Note 5) Sub-subsidiary (Note 5) Sub-subsidiary (Note 5) Sub-subsidiary (Note 5) Sub-subsidiary (Note 5) Sub-subsidiary (Note 5) 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) The "Net income (loss) of investee company" column should fill in amount of net profit (loss) of the investee for this period.
-
(3) The "Investment income (loss) recognized" column should fill in the Company (public company) recognized investment income (loss) of its direct subsidiary and recognized investment income (loss) of its investee accounted for under the equity method for this period. When filling in recognized investment income (loss) of its direct subsidiary, the Company (public company) should confirm that direct subsidiary’s net profit (loss) for this period has included its investment income (loss) which shall be recognized by 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): All intercompany transactions have been eliminated in the consolidated financial statements.
(Note 6): The dissolution and liquidation process was completed in August 2023.
- (Note 7): Liquidated and canceled on September, 2023.
~ 111 ~
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 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 30 September, 2023 |
Net income (loss) of investee company |
Percentage of Ownership |
Investment income (loss) recognized (Note 2) |
Carrying Value as of 30 September, 2023 |
Accumulated Inward Remittance of Earnings as of Outflow 30 September,2023 |
|
| Remittance | Recovery | ||||||||||||
| 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.) SHENZHEN WEIQUAN ELECTRONICS CO.,LTD PANJIT Electronics (Beijing) CO., LTD PANJIT ELECTRONICS (SHANDONG) CO., LTD. PANJIT ELECTRONICS (QUFU) CO.,LTD PANJIT Semiconductor (Xuzhou) Co., Ltd. |
Rectifier processing and manufacturing Chip diodes, triodes, other new types of electronic semiconductor components and related products, as well as providing technology and after-sales service Manufacturing and sales of semiconductor packing materials Sales of new types of electronic components, semiconductor controlled rectifier Sales of new types of electronic components, semiconductor controlled rectifier Semiconductor wafer manufacturing for automobile and protection of discrete devices, integrated circuit chips and production of packaging products Sales of new types of electronic components, semiconductor controlled rectifier Sales of semiconductor controlled rectifier |
$877,744 $378,832 $87,300 $53,699 $4,415 $338,719 $2,208 $1,115,407 |
2 PAN-JIT ASIA INTERNATIONAL INC. 2 CONTINENTAL LIMITED 2 ENR APPLIED PACKING MATERIAL CORPORATION 2 DYNAMIC TECH GROUP LIMITED 3 PANJIT Electronics (Wuxi) Co., Ltd. 3 PANJIT Electronics (Wuxi) Co., Ltd. 3 PANJIT Electronics (Wuxi) Co., Ltd. 3 PANJIT Electronics (Wuxi) Co., Ltd. |
$502,145 344,900 9,037 47,151 - - - - |
$- - - - - - - - |
$- - - - - - - - |
$502,145 344,900 9,037 47,151 - - - - |
$80,142 (6,045) - (208) 364 8,584 532 (116,271) |
100.00% 100.00% - 97.44% 100.00% 70.28% 100.00% 100.00% |
$80,142 (Note 5) (6,045) (Note 5) - (203) (Note 5) 364 (Note 5) 6,033 (Note 5) 532 (Note 5) (116,271) (Note 5) |
$3,453,133 (Note 5) 854,078 (Note 5) - 14,080 (Note 5) 5,759 (Note 5) 277,885 (Note 5) 1,620 (Note 5) 838,677 (Note 5) |
- - - - - - - - |
(continued in next page)
~ 112 ~
Notes to the Consolidated Financial Statements of PANJIT International Inc. and Subsidiaries (continued)
(Unit: NT$ 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 30 September, 2023 |
Net income (loss) of investee company |
Percentage of Ownership |
Investment income (loss) recognized (Note 2) |
Carrying Value as of 30 September, 2023 |
Accumulated Inward Remittance of Earnings as of Outflow 30 September,2023 |
|
| Outflow | Inflow | ||||||||||||
| PANJIT International Inc. Pynmax Technology Co., Ltd. Champion Microelectronic Corp. |
Zibo Micro Commercial Components Corp. Jiangsu Aide Solar Technology Co. Ltd. SHENZHEN WEIQUAN ELECTRONICS CO.,LTD 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 import, export and wholesale of related products |
$852,813 $258,574 $53,699 $88,743 |
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 34,806 164,706 |
$- - - - |
$- - - 83,902 |
$- 1,573,193 34,806 80,804 |
($31,098) (9,458) (208) (6,049) |
18.86% 94.43% 47.78% 100.00% |
($5,865) (8,931) (Note 5) (99) (Note 5) (6,049) (Note 5) |
$139,197 (1,795,355) (Note 5) 6,904 (Note 5) 81,273 (Note 5) |
$- - - - |
| Cumulative investment amount remitted from Taiwan to Mainland China at the end of the period | Investment amount a | pproved 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 | $3,040,185 | (Note 3) | ||||||||||
| Pynmax Technology Co., Ltd. | $34,806 | $34,806 | (Note 4) $1,221,134 | ||||||||||
| Champion Microelectronic Corp. | $80,804 | $80,804 | (Note 4) $965,543 |
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$2,035,223 thousand × 60% = NT$1,221,134 thousand
Champion Microelectronic Corp.: NT$1,609,238 thousand × 60% = NT$965,543 thousand
- (Note 5): All intercompany transactions have been eliminated in the consolidated financial statements.
~ ~ 113
Notes to the Consolidated Financial Statements of PANJIT International Inc. and Subsidiaries (continued)
(Unit: NT$ thousand, unless otherwise indicated) INTERCOMPANY RELATIONSHIPS AND SIGNIFICANT INTERCOMPANY TRANSACTIONS
Attachment 8
| No. (Note 1) |
Company Name | Counterpart | Relationship (Note 2) |
IntercompanyTransaction (Note 4) | IntercompanyTransaction (Note 4) | IntercompanyTransaction (Note 4) | IntercompanyTransaction (Note 4) |
|---|---|---|---|---|---|---|---|
| Financial Statement Item | Amount (Notes 5) |
Terms | % of Total Sales or Assets(Note 3) |
||||
| 0 | PANJIT INTERNATIONAL INC. | PANJIT Electronics (Wuxi) Co., Ltd. | 1 | Purchase Accounts payable Sales Accounts receivable |
$1,195,826 539,031 799,740 348,244 |
The transaction price is based on the average cost and marked on a certain ratio. |
12% 2% 8% 1% |
| 0 | PANJIT International Inc. | Pynmax Technology Co., Ltd. | 1 | Purchase | 248,679 | The transaction price is based on the average cost and marked on a certain ratio. |
3% |
| 0 | PANJIT International Inc. | PAN JIT AMERICAS, INC. | 1 | Sales | 145,596 | 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 | 152,595 | Based on contract of loans | 1% |
| 1 | Pynmax Technology Co., Ltd. | PANJIT Electronics (Wuxi) Co., Ltd. | 3 | Sales Accounts receivable |
270,588 120,144 |
The transaction price is based on the average cost and marked on a certain ratio. |
3% 0% |
| 2 | PANJIT Electronics (Wuxi) Co., Ltd. | PANJIT Semiconductor (Xuzhou) Co., Ltd., | 3 | Purchase | 141,642 | 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 TechnologyCo., Ltd. | 3 | Other receivables | 417,964 | Based on contract of loans | 1% |
| 4 | PAN-JIT ASIA INTERNATIONAL INC. | Jiangsu Aide Solar TechnologyCo., Ltd. | 3 | Other receivables | 952,958 | Based on contract of loans | 3% |
| 4 | PAN-JIT ASIA INTERNATIONAL INC. | PANJIT International Inc. | 2 | Other receivables | 580,860 | Based on contract of loans | 2% |
| 5 | AIDE ENERGY (CAYMAN) HOLDING CO., LTD. | Jiangsu Aide Solar TechnologyCo., Ltd. | 3 | Prepayforgoods | 502,231 | - | 2% |
-
(Note 1): The numbers filled in for the transaction company in respect of inter-company transactions are as follows:
-
(1) Parent company is "0."
-
(2) The subsidiaries are numbered in order starting from "1."
-
(Note 2): Relationship between transaction company and counterparty is classified into the following three categories; fill in the number of category each case belongs to (If transactions between parent company and subsidiaries or between between
-
subsidiaries refer to the same transaction, it is not required to disclose twice. For example, if the parent company has already disclosed its transaction with a subsidiary, then the subsidiary is not required to disclose the transaction; for transactions (1) Parent company to subsidiary.
-
(2) Subsidiary to parent company.
-
(3) Subsidiary to subsidiary.
-
(Note 3): Regarding percentage of transaction amount to consolidated total operating revenues or total assets, it is computed based on period-end balance of transaction to consolidated total assets for balance
-
sheet accounts and based on accumulated transaction amount for the period to consolidated total operating revenues for income statement accounts.
-
(Note 4): If the transaction amount between parent and subsidiary reaches NT$100 million or more, it shall be disclosed.
-
(Note 5): All intercompany transactions have been eliminated in the consolidated financial statements.
~ 114 ~
Notes to the Consolidated Financial Statements of PANJIT International Inc. and Subsidiaries (continued)
(Unit: NT$ thousand, unless otherwise indicated)
Information on Major Shareholders
Attachment 9
| Attachment 9 Unit: shares |
||
| Shares Name ofsubstantialshareholders |
Number of Shares Held | Shareholding Ratio |
| King Mao 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
~ ~ 115