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PARPRO Annual Report 2022

May 31, 2023

52437_rns_2023-05-31_ed359d74-165a-4f8c-92e9-aeb8167bb32c.pdf

Annual Report

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Stock code: 4916

==> picture [159 x 77] intentionally omitted <==

PARPRO CORPORATION

2022 Annual report

Taiwan Stock Exchange Market Observation Post System: http://mops.twse.com.tw/ Company website: http://www.parpro.com/ Printed on May 5, 2023

  1. Spokesperson and acting spokesperson of the company:

Spokesman: Name: Wu Hsiu Pi Job Title: Chief Financial Officer Tel: (03)457-5535 E-mail: [email protected]

Acting Spokesperson: Name: Lee Shen Lung Job Title: Finance Manager Tel: (03)457-5535 E-mail: [email protected]

  1. Addresses and telephone numbers of the head office, branch offices and factories 4th Floor, No. 169, Jianxing Road, Zhongli District, Taoyuan City Factory address: no Tel: (03)457-5535

  2. The name, address, website and telephone number of the institution handling the stock transfer Name: KGI Securities Co., Ltd. Stock Affairs Agency Department Address: 5th Floor, No. 2, Section 1, Chongqing South Road, Taipei City URL : https://www.kgi.com.tw/ Tel: (02)2389-2999

  3. Name,addresses and contact number of Audit Firm:

Name of CPA Firm: Deloitte & Touche Audit Firm Name of CPAs: Chen Peide, Chen Junhong Address: Floor 20, No. 100, Songren Road, Xinyi District, Taipei City Website: www.deloitte.com.tw Tel : (02)2725-9988

  1. Name of overseas securities exchange where the securities are listed and method of inquiry: Not applicable.

  2. Company's website:

http://www.parpro.com/

1

Contents

I. Letter to Shareholders

II. Company Profile

  1. Date of Establishment

  2. Company History

III. Corporate Governance Report

  1. Organizational System Chart

  2. Information on Directors, Supervisors, General Managers, Deputy General Managers, Assistant Managers, Heads of Departments and Branches

  3. Status of Corporate Governance

  4. Information on CPA Professional Fees

  5. Information on Replacement of CPA

  6. The Company's Chairman, General Manager, and Manager in Charge of Financial or Accounting Officers holding Any Positions in the Company's CPA firm or its Affiliates in the Recent Year

  7. Transfer of Equity and Changes to Equity pledge of Directors, Supervisors, Managerial Officers and Shareholders Representing More than 10% of Shares

  8. Information on the Relationship among the Company's Top 10 shareholders.

  9. Total Number of Shares and Total Equity held by the Same Investee by the Company, its Directors and Supervisors, Managerial Officers, and Any Companies Controlled Either Directly or Indirectly by the Company

  10. IV. Fundraising situation

  11. Capital and Shares

  12. Corporate bonds

  13. Preferred Shares

  14. Global Depository Receipts (GDRs)

  15. Employee Stock Options

  16. New Employee Restricted Stock

  17. New Share Issuance in Connection with Acquisition or Acceptance of Shares from Other Companies

  18. Implementation of Capital Utilization Plan

  19. V. Operational Overview

  20. Business Activities

  21. Market, and Production and Sales Overview

  22. Employees

  23. Disbursements for Environmental Protection

  24. Labor Relationship

  25. Important Contracts

  26. VI. Financial overview

2

  1. Financial Information for the Last Five Years

  2. Financial Analysis for the Last Five Years

  3. Audit Committee’s Review Report on the Financial Reports of the Recent Years

  4. Parent Company Only Financial Report and Auditor’s Report of the Recent Years

  5. Consolidated Financial Reports and Auditor’s Report of the Recent Years

  6. Impact of Financial Difficulties of the Company and its Affiliates on the Company’s Financial Position during The Most Recent Years and Up To the Date of Publication of The Annual Report

  7. VII Financial Status, and Financial Performance Analysis and Risks

  8. Financial status

  9. Financial Performance

  10. Cash Flow

  11. Significant Capital Expenditures and its Impact on the Financial Operations in the Most Recent Years

  12. Reinvestment Policies for the Recent Years, Main Reasons for Profits or Losses, Improvement Plan, and Investment Plan for the Coming Year

  13. Risk Analysis and Assessment

  14. Other Important Matters

  15. VIII. Special Disclosure

  16. Overview of Affiliates

  17. Private Placement Securities during the Most Recent Years and up to the Date of Publication of the Annual Report

  18. Holding or Disposal of Shares in the Company by Subsidiaries during the Most Recent Years and up to the Date of Publication of Annual Report

  19. Supplementary Disclosures

  20. Occurrence of Any Events that have Significant Impact on the Shareholders’ Rights or Securities Prices as Stated in Item 2 of Paragraph 3 of Article 36 of the Securities and Exchange Act during the Most Recent Years and up to the Date of Publication of the Annual Report

3

I. Letter to Shareholders

Operating results of 2022, the summary of the business plan for 2023 and the future development strategy of the company, the impact of the external competition environment, regulatory environment and overall business environment are explained as follows:

1. Operating Results of 2022

(1)2022 business plan implementation results

In 2022, due to the global shortage of raw materials, the economic restart under the control of the COVID-19 epidemic and the Ukrainian-Russian war increased the demand for military market size, resulting in an increase of 678,732 thousand in 2022 compared with 2021, an increase of 32.35 % .The overall after-tax net profit for 2022 was 99,513 thousand, and the data of each major consolidated financial statement are listed below. Looking forward to 2023 , although uncertain factors such as high inflation, economic slowdown, geopolitics, and the overall economy may affect changes in market demand, this will also drive the expansion of new infrastructure and defense industry product demand in various countries. Papro Corporation is expected to benefit from the economic recovery after the epidemic, which will drive the shipment of aerospace, gaming and smart retail products. The threat of geopolitical risks will also expand countries' investment in defense industry products. Papro Corporation is cautiously optimistic about the 2023 operation and development of gaming, industrial computer, aerospace, defense industry, smart retail, medical, Internet and other product lines.

Unit: NT$ thousand;% Unit: NT$ thousand;% Unit: NT$ thousand;% Unit: NT$ thousand;%
Item 2021 2022 Increase/Decrease Ratio of change
Operatingincome 2,097,948
2,776,680

678,732

32.35
Cost ofgoods sold 1,780,226
2,318,545

538,319

30.24
Operating profit 317,722
458,135

140,413

44.19
Operatingexpenses 348,901
369,217

20,316

5.82
Operatingnet(loss) profit (31,179) 88,918
120,097

385.19
Net non-operatingincome 130,767
18,823

(111,944)
(85.61)
Netprofit before tax 99,588
107,741

8,153

8.19
Netprofit for theyear 106,306
99,513

(6,793)
(6.39)

(2)Budget execution status: Not applicable.

(3)Profitability Analysis

Item 2021 2022
Financial
Structure (%)
Liabilities to Assets Ratio 59.59 58.25
Long-term funds to fixed assets
Ratio
832.43 1,403.12
Solvency (%) Current Ratio 100.20 147.29
Quick Ratio 46.16 65.99
Profitability (%) Return on assets 4.25 4.37
Return on equity 8.78 7.41
Earningsper share(NT$) 1.29 1.21

(4)Research Development Status

The main operations and products of Papro Corporation are divided into gaming and industrial computers, aerospace and defense industries and other fields. The operating bases are in Taiwan, Mexico and the United States. "Technology research and development, innovative development, global layout" and other strategies, through vertical and horizontal integration, continue to improve and optimize the group's production and manufacturing capacity, strengthen research and development capabilities, gradually form barriers to entry in the same industry, and develop new technologies and new products And industrial

4

applications, widely used in gaming, industrial computers, aerospace, defense industry, Netcom, medical, Internet of Things, smart retail, automotive and other industries/product fields.

  1. 2023 Annual Operation Plan

  2. (1) Operating strategy

    • A. Maintenance and improvement of customer relationship, deep cultivation and development of gaming, industrial computer, aerospace, defense industry and other industrial applications.

    • B. Group operation integration, including order receiving and production arrangement, R&D cooperation/support and joint development, so as to achieve resource sharing, more efficient operation, and share results.

    • C. Intensify research and development energy with innovation, and expand new or potential products and industrial applications in the future.

    • D. Effectively control operating costs and improve the overall profitability of the group.

  3. (2) Important Production and Marketing Policies

    • A. Strengthen the relationship with existing customers, grasp existing orders and shipments, and then increase new or potential customers and orders.

    • B. Strengthen the supply chain relationship and enhance the bargaining power of suppliers.

    • C. To reduce material cost.

    • D. Through the improvement of manufacturing process and yield rate, we can provide customers with high quality and shorten delivery time.

    • E. Carry out cost control and maintain/improve stable profits.

  4. Future company development strategy

  5. (1) Maintenance and improvement of customer relationship.

  6. (2) R&D energy and technology are continuously quenched to establish/enlarge the differentiated value with competitors in the same industry.

  7. (3) Seek for mergers and acquisitions or strategic alliances, and gradually expand the group's operating scale and realize greater profit momentum for the group through horizontal and vertical operation integration models.

  8. (4) Prudent financial strategy and implementation of corporate governance, strengthening and maintaining good investor relations.

  9. (5) Cultivate global talents and build an international team.

  10. Affected by the external competitive environment, regulatory environment and overall business environment

The competition in the external environment is fierce. The company will continue to recruit outstanding talents, increase the added value of products and expand product lines to increase market share, so as to maintain the stable growth of operations. At the same time, it will continue to integrate the operations of the various operating companies of the group Configuration, in order to achieve the effect of reducing costs and enhancing competitiveness.

In addition, in the face of increasingly strict laws and regulations on environmental protection, investors, consumers, intellectual property rights, and labor rights, the company will also implement the spirit of corporate governance, fulfill corporate social responsibilities, and implement relevant laws and regulations. Changes in important policies and regulations affect finances and business. In the future, we will also keep an eye on changes in important policies and regulations at home and abroad, and propose timely measures to respond to them.

Under the operation of a globalized, conglomerate, and specialized enterprise, Papro Corporation will continue to face challenges with more stable and practical management in

5

response to the trend of internationalization. Papro Corporation also believes that with the encouragement and encouragement of all colleagues and shareholders of the company .Under the guidance, Papro Corporation will be able to reach new heights and create greater benefits for shareholders.

  • II. Company Profile

  • Date of establishment: December 27, 2001

  • Company history

Company history
Time Important note
December 2001 Parpro Corporation was registered and established with a paid-in
capital of NT$10,000 thousand.
October 2003 In order to meet the needs of business development and operating,
cash capital was increased by NT$5,000 thousand. The paid-in
capital after increasing was NT$15,000 thousand.
February 2004 Invenstment project proposal of capital increase and expansion of
production of computers and their peripheral equipment,
communication machinery equipment, and audio-visual electronic
products was approved by Industrial Development Bureau for the
five year tax-free investment plan.
October 2006 In order to meet the needs of business development and operating,
cash capital was increased by NT$5,000 thousand. The paid-in
capital after increasing was NT$20,000 thousand.
October 2007 Obtained ISO-9001 qualified certification.
June 2008 Obtained ISO-13485 certification (management system for
medical devices).
October 2008 Capitalized surplus reserve of NT$5,000 thousand and cash capital
increase of NT$10,000 thousand. The paid-in capital after
increasing was NT$35,000 thousand.
November 2008 Acquired Industrial Computer and Gaming Machine Sales
Distributor EFA Technologies Corporation as a subsidiary.
August 2009 Capitalized surplus reserve of NT$31,600 thousand. The paid-in
capital after increasing was NT$66,600 thousand.
October 2009 In order to meet the needs of business development and operating,
cash capital was increased by NT$83,400 thousand. The paid-in
capital after increasing was NT$150,000 thousand.
December 2009 Applied for IPO.
December 2009 Applied for stock registration and stock trading.Got approval from
the governmental authority.
March 2010 Purchased a new plant in Zhongli.
May 2010 Obtained ISO-14001 certification (environmental management
system).
August 2010 Capitalized surplus reserve of NT$45,000 thousand. The paid-in
capital after increasing was NT$195,000 thousand.
September 2011 Capitalized surplus reserve of NT$19,500 thousand. The paid-in
capital after increasing was NT$214,500 thousand.
April 2012 In order to meet the needs of business development and operating,

6

Time Important note
cash capital was increased by NT$25,000 thousand. The paid-in
capital after increasing was NT$239,500 thousand.
August 2012 Capitalized surplus reserve of NT$11,975 thousand. The paid-in
capital after increasing was NT$251,475 thousand.
October 2012 Invested in AP Parpro, Inc. (AP Parpro), an American company in
the aerospace field, and acquired its Mexican production base.
January 2013 Moved to the new factory in Zhongli.
July 2013 Capitalized surplus reserve of NT$352,065 thousand. The paid-in
capital after increasing was NT$603,540 thousand.
November 2013 The company was officially listed.
December 2013 Cash capital was increased by NT$75,450 thousand. The paid-in
capital after increasing was NT$678,990 thousand.
December 2013 Invested in Parpro (Nevada), Inc. (PNV), an American company in
the field of gaming, and acquired its Las Vegas production base.
October 2014 Obtained the main net assets, R&D team and customer base of the
U.S. company JumeGen Systems LLC through investment by the
U.S. subsidiary to strengthen and enhance the group's R&D
capabilities.
October 2014 Issued the first deomestic unsecured convertible corporate bond of
NT$280,000 thousand, and listed it on the OTC trading center.
April 2015 Invested and participated in the domestic listed company Anderson
Industrial Corp.'s subscription, and obtained 13.33% of the
company's equity.
March 2016 Jointly invested with Anderson Industrial Corp. to acquire 100%
equity of Parpro Technologies, Inc., an American company.
June 2016 Invested to obtain 47% equity of Parpro Technologies, Inc., an
American subsidiary held by Anderson Industrial Corp., and
completely acquired 100% equity of Parpro Technologies, Inc.
June 2017 Obtained more than half of the directors of Anderson Industrial
Corp., with substantial control, which to be included in the
preparation of consolidated financial statements .
August 2018 Participated in the stock subscription case of investing in 2018
Anderson Industrial Corp.'s cash capital increase and issuance of
new shares project.
August 2019 Sell real estate such as land and buildings in Zhongli District,
Taoyuan City, in order to revitalize assets and maximize
shareholders' equity.
December 2019 Issued the second domestic unsecured convertible corporate bond
of NT$500,000 thousand, and listed it on the OTC trading center.
May 2020 Since May 27, 2010, Parpro Group lost control of Anderson
Industrial Corp. and its subsidiaries, which were excluded in the
preparation of consolidated financial statements.
March 2022 Issued the third domestic unsecured convertible corporate bond of
NT$500,000 thousand, and listed it on the OTC trading center.

7

  • III. Corporate Governance Report

  • Organization system Chart

  • (1) Organization system Chart

==> picture [401 x 571] intentionally omitted <==

8

(2) The business of each main department

Main Department Take charge of the business
General Manager A. Coordinate the company's business strategy, business planning,
drafting of business policies, planning and control of investment.
B. Evaluation and control of each department's operating status and
internal control, and overall management of the company's overall
business execution,planningand coordination.
Audit room Evaluation and audit of the operating status and internal control of
each department, suggestions and tracking for improvement of
deficiencies, promotion of internal self-assessment, other related
internal audits and assigned tasks.
Occupational
Safety and Health
Committee
Coordinate safety and health plans, coordinate promotion and
supervision.
Administrative
Office
General affairs management, administrative support planning and
management, drafting and execution of annual manpower budget,
human resource development, salary management operations, and
other administrative related businesses.
Information
technology office
ERP system planning, application program maintenance and
development, database management and maintenance, network
planning
and
management,
other
related
information
and
network-related work.
Accounting&
Finance Office
A. Establish
and
maintain
relevant
accounting
management
operations.
B. Preparation and analysis of accounting information such as tax
planning and filing.
C. Coordinate
financial
fund allocation and
usage, budget
preparation and control management business.
D. Preparation and analysis of financial information for management.
Operations
Management Office
A. Grasp market products and development trends, and coordinate
the group's annual operating goals.
B. Coordinate the group's production, purchase and sales allocation
and other tasks.
C. Coordinate the allocation and improvement of the group's R&D
resources and process technology.
Strategic
Investment Office
Strategic investment matters such as operations and M&A projects .

9

  1. Information on Directors, Supervisors, General Managers, Deputy General Managers, Assistant Managers, Heads of Departments and Branches

  2. (1) Directors and supervisors:

A. Director:

As of April 1, 2023 As of April 1, 2023 As of April 1, 2023 As of April 1, 2023 As of April 1, 2023
Job title Nationality
or place of
registration
Name Gender
Age
Elect
Date
Term
s
Initial
Election
Date
When elected Cu
Number o
rrent
f shares held
Spouse and minor
children currently
hold shares
Holding s
name
hares in the
of others
Main experience
(Education)
Current positions in the company and other
companies
Other executives,
or supervisors
related to the sp
within the secon
directors
who are
ouse or
d degree
Note
Number
of shares
Shareholdi
ng Ratio
Number of
shares
Shareholdin
g Ratio
Numbe
r of
shares
Shareholdin
g Ratio
Number of
shares
Shareholdin
g Ratio
Job title Name Relation
Chairman Taiwan Liao,
Wenjia
Male
41~50
2022/5/31
3

2004/10/1
8,071,942
9.13

8,071,942

9.13

0

0
9,585,014
10.85

Boston University/Master
of Electronic Commerce
National Taiwan
University Bachelor
Parpro Corporation./General Manager
Parpro Holdings Co., Ltd./Legal Person
Director Representative
AP Parpro, Inc./Legal Person Director
Representative
Efa Technologies Corporation /Legal Person
Director Representative
Paide Investment Co., Ltd. / Chairman
Jieshi Investment Co., Ltd. / Chairman
Yunyong Investment Co., Ltd./Chairman
Anderson Industrial Corp. /Chairman
Parpro (Nevada) Inc./Legal Person Director
Representative
Pilot(Las Vegas) Inc./Corporate Director
Representative
Parpro Technologies, Inc. / Legal Person
Director Representative
Parpro Quality Inc/Legal Person Director
Representative
Sogotec Precision Co., Ltd. / Chairman
Shengde Co., Ltd. / Chairman
Anderson Merchandise Corporation /
Chairman
Giben Holdings Ltd.(SAMOA)/Director
Giben Holdings Ltd.(BVI)/Director
None None None Note
Director Taiwan Zeng,
Xueqing
Female
61~70
2022/5/31
3

2010/5/26

0

0

0

0

0

0

0

0

Shih Chien
College/Fashion Design
Department
Head of Fangdeng
International Trading Co.,
Ltd.
Manager of Fufeng
Engineering Company
Anderson Industrial
Corp./Legal person
director representative
Changchi Co., Ltd./Consultant None None None None

10

Director Taiwan Wu,
Hsiupi
Female
61~70
2022/5/31
3

2004/10/1

173,765

0.20

109,765

0.12

6000

0.01

0

0

Shih Chien College
Director of Materials,
Yulin Technology Co.,
Ltd.
Parpro
Corporation/financial
manager, special assistant
Anderson Industrial Corp.
/legal person director
representative
Parpro Corporation/Chief
Financial Officer, Deputy
General Manager

Parpro Corporation/Chief Financial Officer,
Deputy General Manager
AP Parpro, Inc./Legal Person Director
Representative
Parpro(Nevada) Inc./Representative of
corporate director
Pilot (Las Vegas) Inc./Corporate Director
Representative
Parpro Technologies, Inc. / Legal Person
Director Representative
Parpro Quality Inc/Legal Person Director
Representative
Efa Technologies Corporation/Legal Person
Director Representative
Shengde Co., Ltd./Director
Anderson Merchandise Corporation/Director
None None None None
Director Taiwan Jieshi
Investmen
t Co., Ltd
Represent
ative:Yu
Shaoyin
Female
61~70
2022/5/31
3

2022/5/31
5,830,415
6.60

5,830,415

6.60

0

0

0

0

Shih Chien College
Housheng Electronic
Industry Co.,
Ltd./Accountant
System Electronics
Industry Co.,
Ltd./Accountant/Financia
l Director/Assistant
Manager of Management
Department/Director of
Audit Office/Supervisor
Supervisor of Boji
Electronics Co., Ltd.
None None None None None
Director Taiwan Shen,
Zhenlin
Male
61~70
2022/5/31
3

2013/4/18

0

0.00

0

0.00

0

0

0

0

Master of Economics,
National Chung Hsing
University
Motech Co., Ltd. / Chief
Financial Officer
Sincere Information
(Shares) Company/Chief
Financial Officer and
Senior Deputy General
Manager
Taiwan Semiconductor
Manufacturing Co.,
Ltd./Deputy Director of
Finance
Kanglian Holdings
Limited / Independent
Director
Spectrum Technology Co., Ltd./Independent
Director
None None None None
Independent
Director
Taiwan Zhang,
Naiwen
Male
41~50
2022/5/31
3

2022/5/31

0

0.00

0

0.00

0

0

0

0

Chung Yuan
University/Master of
Accounting,
Tunghai
University/Bachelor of
Business Administration,
Financial Manager of
Changyuan Technology
Industrial Co., Ltd.
Zhang Naiwen Certified
Public Accountants

Zhang Naiwen Certified Public Accountants
Director of Maiber Co., Ltd.
None None None None

11

==> picture [731 x 105] intentionally omitted <==

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

National Taiwan
University/Master of
Accounting,
National Chengchi
University/Bachelor of
Accounting,
Associate Director of
Independent Taiwan Feng, Male 2022/5/31 3 2022/5/31 0 0.00 0 0.00 0 0 0 0 Deloitte & Touche Audit Accountants of Yuanshi Audit Frim None None None None
Director Zhiqing 41~50 Frim
Certified Public
Accountants of Deloitte
& Touche Audit Frim
Certified Public
Accountants of Yuanshi
Audit Frim
----- End of picture text -----

Note : The chairman and general manager of the company are currently held by the same person. The main reason is that the current customers and production capacity of the group's main operations are all from North America, and the actual overseas operations are authorized by Thomas Sparrvik, the general manager of overseas operations. The chairman and the board of directors report on the operation and performance situation. Therefore, based on the actual operation needs and full authorization considerations, and the fact that more than half of the directors do not concurrently serve as employees and managers, it should be reasonable for the general manager to be concurrently held by the chairman. In the future, it will make corresponding adjustments based on actual operational needs and compliance with laws and regulations.

  • B. Supervisor: The company has an audit committee, so it is not applicable.

(2) Directors and supervisors who are legal person shareholder representatives:

Table 1: Major Shareholders of Legal Person Shareholders

April 1, 2023
Legal entity shareholder name
Major shareholders of corporate shareholders
Jieshi Investment Co., Ltd. Liao Wenjia / shareholding ratio 99.66 %

12

  • (3) Disclosure of Directors' Professional Qualifications and Independent Directors' Independence

  • Directors' Professional Qualifications and Independent Directors' Independence Information

Information
Condition Professional qualifications and experience Independence situation Article 30
of the
Company
Law
Number of
Concurrent with
other public
offerings
independent directors
of the company
Liao, Wenjia Boston University/Master of Electronic Commerce
National Taiwan University Bachelor
Please refer to page 7 for Directors' Information
Directors, without the
circumstances specified in Items 3
and 4 of Article 26-3 of the
Securities and Exchange Act.
None 0
Zeng, Xueqing Shih Chien College/Fashion Design Department
Head of Fangdeng International Trading Co., Ltd.
Manager of Fufeng Engineering Company
Anderson Industrial Corp./Legal person director
representative
Please refer to page 7 for Directors' Information
Directors, without the
circumstances specified in Items 3
and 4 of Article 26-3 of the
Securities and Exchange Act.
None 0
Wu,Hsiupi Shih Chien College
Director of Materials, Yulin Technology Co., Ltd.
Parpro Corporation/financial manager, special
assistant
Anderson Industrial Corp. /legal person director
representative
Parpro Corporation/Chief Financial Officer, Deputy
General Manager
Directors, without the
circumstances specified in Items 3
and 4 of Article 26-3 of the
Securities and Exchange Act.
None 0
Jieshi Investment Co., Ltd
Representative:Yu Shaoyin
Shih Chien College
Housheng Electronic Industry Co., Ltd./Accountant
System Electronics Industry Co.,
Ltd./Accountant/Financial Director/Assistant
Manager of Management Department/Director of
Audit Office/Supervisor
Supervisor of Boji Electronics Co., Ltd.
Directors, without the
circumstances specified in Items 3
and 4 of Article 26-3 of the
Securities and Exchange Act.
None 0
Shen, Zhenlin Master of Economics, National Chung Hsing
University
Motech Co., Ltd. / Chief Financial Officer
Sincere Information (Shares) Company/Chief
Financial Officer and Senior Deputy General
Manager
Taiwan Semiconductor Manufacturing Co.,
Ltd./Deputy Director of Finance
Kanglian Holdings Limited / Independent Director
Independent directors have
obtained independent director
declarations and qualification
checklists to confirm their
independence.
None 1
Zhang, Naiwen Chung Yuan University/Master of Accounting,
Tunghai University/Bachelor of Business
Administration,
Financial Manager of Changyuan Technology
Industrial Co., Ltd.
Zhang Naiwen Certified Public Accountants
Independent directors have
obtained independent director
declarations and qualification
checklists to confirm their
independence.
None 0
Feng, Zhiqing National Taiwan University/Master of Accounting,
National Chengchi University/Bachelor of
Accounting,
Associate Director of Deloitte & Touche Audit
Frim
Certified Public Accountants of Deloitte &
Touche Audit Frim
Certified Public Accountants of Yuanshi Audit
Frim
Independent directors have
obtained independent director
declarations and qualification
checklists to confirm their
independence.
None 0

13

2.Board Diversity and Independence

The company's "Corporate Governance Code" and "Director Election Method" stipulate the diversity policy of board members: the board members should pay attention to gAnderson Industrial Corp.equality, and generally have the knowledge, skills and accomplishments necessary to perform their duties. In order to achieve the ideal goal of corporate governance, the board of directors as a whole should have the following abilities: operational judgment ability, accounting and financial analysis ability, operation management ability, crisis handling ability, industry knowledge, international market outlook, leadership ability, and decision-making ability.

The company has seven directors, who have relevant professional skills and experience in business management, leadership decision-making, industry knowledge, financial accounting, and law. The diversity and complementarity of the members are conducive to the company's operation, business model and development needs, which is in line with the diversity policy of the board of directors The objective of the Board Diversity is detailed in Table 1 on page 27 .

At present, the company's directors with employee status account for 29%, independent directors account for 43%, and female directors account for 43 %. The target for female directors is to maintain more than 30%. Among the members of the board of directors, they meet the independence norms specified in Items 3 and 4 of Article 26-3 of the Securities and Exchange Act, and the independent directors also meet the independence norms stipulated in Article 3 of the Regulations on the Appointment of Independent Directors and Matters to be Followed by Public Offering Companies.

14

( 4) General Manager, Deputy General Managers, Assistant Managers, Heads of Departments and Branches

As of April 1, 2023 As of April 1, 2023 As of April 1, 2023 As of April 1, 2023
Job title Country of
Citizenship
Name Gender Assigned
Date

Number
Current
of shares held
Spouse and minor chil
shar
dren currently hold
es
Holding shares i n the name of others Main experience
(Education)
Current positions in the company and other
companies
Other executives,
directors or
supervisors who are
related to the spouse
or within the second
degree
Note
Number of
shares
Shareholding Ratio Number of shares Shareholding Ratio Number of shares Shareholding Ratio Job
title
Name Relation
General
manager
Taiwan Liao,
Wenjia
Male 2010/4/14
8,071,942

9.13

-

-

9,585,014

10.85

Boston
University/Master of
Electronic Commerce
National Taiwan
University Bachelor
Parpro Corporation./General Manager
Parpro Holdings Co., Ltd./Legal Person
Director Representative
AP Parpro, Inc./Legal Person Director
Representative
Efa Technologies Corporation /Legal Person
Director Representative
Paide Investment Co., Ltd. / Chairman
Jieshi Investment Co., Ltd. / Chairman
Yunyong Investment Co., Ltd./Chairman
Anderson Industrial Corp. /Chairman
Parpro (Nevada) Inc./Legal Person Director
Representative
Pilot(Las Vegas) Inc./Corporate Director
Representative
Parpro Technologies, Inc. / Legal Person
Director Representative
Parpro Quality Inc/Legal Person Director
Representative
Sogotec Precision Co., Ltd. / Chairman
Shengde Co., Ltd. / Chairman
Anderson Merchandise Corporation /
Chairman
Giben Holdings Ltd.(SAMOA)/Director
Giben Holdings Ltd.(BVI)/Director
None None None Note
Overseas
Operate
General
Manager
United
States
Thomas
Sparrvik
Male 2014/1/1
-

-

-

-

-
-
Warwick Business
School MBA
Kontron AG, Munich,
Germany Chief
Operating Officer &
Vice Chairman
Field Works Inc., Eden
Prairie, Minnesota CEO
& President
Laserstans AB,
Malmoe,
Sweden CEO &
President
Betech Components
AB,
Stockholm, Sweden
CEO & President
Parpro(Nevada) Inc./Representative of
corporate director
Pilot (Las Vegas) Inc./Corporate Director
Representative
Parpro Technologies, Inc. / Legal Person
Director Representative
Parpro Quality Inc/Legal Person Director
Representative
None None None None
Deputy
General
Manager
and Chief
Financial
Officer
Taiwan Wu, Hsiupi Female 2017/2/10
109,765

0.12

6,000.00

0.01

-
-
Shih Chien College
Director of Materials,
Yulin Technology Co.,
Ltd.
Parpro
Corporation/financial
manager, special
assistant
Anderson Industrial
Corp. /legal person
director representative
Parpro
Corporation/Chief
Financial Officer,
Parpro Corporation/Chief Financial Officer,
Deputy General Manager
AP Parpro, Inc./Legal Person Director
Representative
Parpro(Nevada) Inc./Representative of
corporate director
Pilot (Las Vegas) Inc./Corporate Director
Representative
Parpro Technologies, Inc. / Legal Person
Director Representative
Parpro Quality Inc/Legal Person Director
Representative
Efa Technologies Corporation/Legal Person
Director Representative
None None None None

15

Deputy General
Manager
Shengde Co., Ltd./Director
Anderson Merchandise Corporation/Director
R & D
Departmen
t Manager
United
States
Matthew
Dharm
Male 2017/2/10
-

-

-

-

-
-
Parpro Technologies
Chief Technology
Officer
JumpGen Systems
Senior
Software Engineer and
CTO
Mercury Computer
Systems
Principal SW Engineer
Momentum Computer
Senior SW Developer
Qualcomm, Inc Senior
Engineer
HarveyMudd College
None None None None None
Senior
Manager
Taiwan Ye
Jianshen
Male 2010/7/16
192

-

-

-

-
-
Jianxing Engineering
College
Engineering
Purchasing Specialist of
Hechang Xingye Co.,
Ltd.
None None None None None
Finance
Departmen
t Manager
Taiwan Lee
Shen-Lung
Male 2012/9/17
71,466

0.08

-

-

-
-
Ming Chuan
University/Department
of Accounting
Auditor of the
PricewaterhouseCoopers
Audit firm Accounting
Firm
Assistant Manager of
Underwriting
Department of Taiwan
Stock Exchange
Deputy Manager of
Capital Market
Department of
Polaris
SecuritiesManager of
Finance Department of
Qizheng
Optoelectronics Co.,
Ltd.
Head of Accounting
Department, Youwei
TechnologyCo.,Ltd.

Hongyi Precision Industry Co.,
Ltd./Independent Director
None None None None

Note: The chairman and general manager of the company are currently held by the same person. The main reason is that the current customers and production capacity of the main operations of the group are all from North America, and the actual overseas operations are authorized by Thomas Sparrvik, the general manager of overseas operations, to report to the directors regularly and irregularly about the operation and performance situation. Therefore, based on the actual operation needs and full authorization considerations, and at present, more than half of the directors do not concurrently serve as employees and managers. Therefore, it is reasonable and necessary for the general manager to be concurrently held by the chairman.In the future, corresponding adjustments will be made depending on actual operational needs and compliance with laws and regulations.

16

  • ( 5) Remuneration paid to directors, supervisors, general manager and deputy general manager in the most recent year ( 2022) A. Remuneration of general directors and independent directors

Unit: NT$ thousand

Job title Name Director's remuneration Director's remuneration Director's remuneration Director's remuneration A, B, C and D, etc., the
total amount of the four
items
and
the
proportion
of
the
after-tax net profit
A, B, C and D, etc., the
total amount of the four
items
and
the
proportion
of
the
after-tax net profit
Part-time employees receive Part-time employees receive Part-time employees receive Part-time employees receive relevant remuneration relevant remuneration relevant remuneration relevant remuneration A, B, C, D, E, F, and G, etc.,
the total amount of the seven
items and their proportions to
the after-tax net profit
A, B, C, D, E, F, and G, etc.,
the total amount of the seven
items and their proportions to
the after-tax net profit
remuneration
from
reinvestment
business
outside the
subsidiary or
parent
company
remuneration (A) retirement pension (B)
Directors '
remuneration (C)
( Note)
business execution
cost (D)
Salary, bonus and
special
expenses,
etc. (E)
retirement pension (F) Employee Compensation (G)
( Note)
The
company
All
companies
in the
financial
report
The
company
All
companies
in the
financial
report
The
company
All
companies
in the
financial
report
The
company
All
companies
in the
financial
report
The
company
All
companies
in the
financial
report
The
company
All
companies
in the
financial
report
The
company
All
companies
in the
financial
report
Our co mpany All companies in
the financial report
The
company
All
companies
in the
financial
report
cash
amount
stock
amount
cash
amount
stock
amount
Chairman Liao, Wenjia 2,900 2,900 0 0 580 580 0 0 3,480
3.4975%
3,480
3.4975%
5,822 5,822 216 216 0 0 0 0 9,518
9.5655%
9,518
9.5655%
0
Director Zeng, Xueqing
Director Wu, Hsiupi
Director Jieshi Investment
Co., Ltd
Representative:Yu
Shaoyin
Director Director(Note1)
Independent
director
Shen, Zhenlin 2,130 2,130 0 0 480 480 0 0 2,610
2.6223%
2,610
2.6223%
0 0 0 0 0 0 0 0 2,610
2.6223%
2,610
2.6223%
0
Independent
director
Zhang, Naiwen
Independent
director
Feng, Zhiqing
Independent
director
Director(Note2)
Independent
director
Director(Note3)
A. Please describe the independent dir
B. In addition to the disclosure in the
ector's remuneration paym
above table, the remunerati
ent policy, system, stand
on received by the direc
ards and stru
tors of the co
cture, and describe the relationship with the amount of remuneration based on the responsibilities, risks, investment time and
mpany for providing services to all companies in the financial report (such as serving as consultants who are not employees,
other factor
etc.) in the
s: based on t
most recent y
he actual at
ear: 0.
tendance rat e and considering the individual contribution of directors .

Note 1: On 2022/5/31, the directors were re-elected and resigned.

Note 2: On 2022/5/31, the directors were fully re-elected and transferred to legal person director representatives. Note 3: It refers to the number of distribution approved by the board of directors on March 9, 2023, not the actual distribution. Note 4: The actual transfer is made to the personal special account of the Labor Insurance Bureau.

17

Remuneration Grading Schedule

Remuneration GradingSchedule
Payment of remuneration levels for each director of the company Direct or name

Total remuneration for the
first four items (A+B+C+D) Total remuneration for the first s even items (A+B+C+D+E+F+G)
The company All companies in the financial report The company All companies in the financial report
Less than NTD$ 1,000,000 Jieshi Investment Co., Ltd., Zeng Xueqing, Wu
Hsiu Pi, Shen Tonglin, Zhang Naiwen, Feng
Zhiqing, Xu Shanke, Shen Xiaoling, Yu Shaozhi
Jieshi Investment Co., Ltd., Zeng Xueqing, Wu
Hsiu Pi, Shen Tonglin, Zhang Naiwen, Feng
Zhiqing, Xu Shanke, Shen Xiaoling, Yu Shaozhi
Jieshi Investment Co., Ltd., Zeng Xueqing, Shen
Tonglin, Zhang Naiwen, Feng Zhiqing, Xu Shanke,
Shen Xiaoling, Yu Shaozhi
Jieshi Investment Co., Ltd., Zeng Xueqing, Shen
Tonglin, Zhang Naiwen, Feng Zhiqing, Xu Shanke,
Shen Xiaoling, Yu Shaozhi
NTD$ 1,000,000 (inclusive) to NTD$ 2,000,000 (exclusive) Liao,Wenjia Liao,Wenjia
NTD$ 2,000,000 (inclusive) to NTD$ 3,500,000 (exclusive) Wu, Hsiupi Wu, Hsiupi
NTD$ 3,500,000 (inclusive) to NTD$ 5,000,000 (exclusive) Liao,Wenjia Liao,Wenjia
NTD$ 5,000,000 (inclusive) to NTD$ 10,000,000 (exclusive)
NTD$ 10,000,000 (inclusive) to NTD$ 15,000,000 (exclusive)
NTD$ 15,000,000 (inclusive) to NTD$ 30,000,000 (exclusive)
NTD$ 30,000,000 (inclusive) to NTD$ 50,000,000 (exclusive)
NTD$ 50,000,000 (inclusive) to NTD$ 100,000,000 (exclusive)
More than NTD$ 100,000,000
Total 10 people 10 people 10 people 10 people

Note: Director Xu, Shanke and independent director Shen, Xiaoling resigned after the general re-election of directors on 2022/5/31, and independent director Yu, Shaoyin was re-elected as a legal person director representative on 2022/5/31.

B. Supervisor's remuneration: The company has an audit committee, so it is not applicable.

18

C. Remuneration for general manager and deputy general manager

Unit: NT$thousand
job title Name Salary (A) Pension (B) ( Note 1) Bonuses a
expenses
nd special
, etc. (C)
employee remuneration (D)
(Note 2 )
A, B, C and
amount of the
proportion of
profit (%)
D, etc., the total
four items and the
the after-tax net
remuneration
from
reinvestment
business
outside the
subsidiary or
parent
company
The
company
All
companies
in the
financial
report
The
company
All
companies
in the
financial
report
The
company
All
companies
in the
financial
report
The co mpany All companies in the
financial report
The company All
companies
in the
financial
report
cash
the
amount
stock
the
amount
cash
the
amount
stock
the
amount
General manager Liao,
Wenjia
5,822 13,274 216 216 0 0 0 0 0 0 6,038/6.07% 13,490/13.56% 0
General Manager
of Overseas
Operations
Thomas
Sparrvik
Deputy General
Manager and Chief
Financial Officer
Wu,
Hsiupi

Note 1 : The actual transfer is to the personal special account of the Labor Insurance Bureau . Note 2: It is the number of distribution approved by the board of directors on March 9, 2023, not the actual distribution.

Remuneration Grading Schedule

Remuneration GradingSchedule
Pay the Company's General Manager and Deputy General Manager remuneration grades Name of General Manager an d Deputy General Manager
Our company All companies in the financial report
less than NTD$1,000,000 - -
NTD$ 1,000,000 (inclusive) to NTD$ 2,000,000 (exclusive) - -
NTD$ 2,000,000 (inclusive) to NTD$ 3,500,000 (exclusive) Wu Hsiu Pi Wu Hsiu Pi
NTD$ 3,500,000 (inclusive) to NTD$ 5,000,000 (exclusive) Liao Wenjia Liao Wenjia
NTD$ 5,000,000 (inclusive) to NTD$ 10,000,000 (exclusive) Thomas Sparrvik Thomas Sparrvik
NTD$ 10,000,000 (inclusive) to NTD$ 15,000,000 (exclusive) - -
NTD$ 15,000,000 (inclusive) to NTD$ 30,000,000 (exclusive) - -
NTD$ 30,000,000 (inclusive) to NTD$ 50,000,000 (exclusive) - -
NTD$ 50,000,000 (inclusive) to NTD$ 100,000,000 (exclusive) - -
More than NTD$ 100,000,000 - -
Total 3 3

19

D.The name of the manager who distributes employee remuneration and the distribution situation:

Unit: NT$thousand Unit: NT$thousand
Job title Name Stock amount Cash amount Total Proportion of total
amount to net
profit after tax (%)
Manager General manager Liao, Wenjia 0
600 600 0.60
General Manager of
Overseas Operations
Thomas
Sparrvik
Deputy General Manager
and Chief Financial Officer
Wu,Hsiupi
Senior Manager Ye,Jianshen
Finance Manager Lee, Shen-Lung

Note: These are estimates and have not yet been issued

  • (6) Analysis and explanation of the proportion of total remuneration paid to the company's directors, supervisors, general managers and deputy general managers in the last two years by the company and all companies in the consolidated statement to the after-tax profit of individual or individual financial reports The policy, standard and combination of payment of remuneration, the procedure of setting remuneration, and the correlation with business performance and future risks.

  • The total remuneration paid to the company's directors, supervisors, general managers and deputy general managers by the company and all companies with consolidated statements in the last two years to the after-tax profit of individual or individual financial reports :

    • The company's total remuneration paid to directors in 2021 and 2022 accounted for 16.59% and 12.19% of the after-tax net profit, and the total remuneration paid to the general manager and deputy general manager accounted for 16.94% and 13.56% of the after-tax net profit , The proportion of the total remuneration paid in 2022 to the after-tax net profit of individual financial reports increased, mainly due to the loss of operations in 2021 and the increase in operating profits in2021.
  • The company's remuneration policy, standard and combination, the procedure for determining remuneration, and its relationship with business performance and future risks: According to Article 19 of the company's articles of association, the director's remuneration of the company should first allocate no more than 5% of the director's remuneration if the company makes a profit in the year, and consider the company's operating results and its contribution to the company's performance to give a reasonable amount. remuneration. The remuneration payment policy for the general manager and deputy general manager is based on the salary level of the position in the industry market, the scope of power and responsibility of the position in the company, and the achievement of personal goals and key results set by the company. The procedures for determining remuneration are based on the company's salary and labor management methods, performance management methods, annual employee performance appraisals, board performance evaluation methods, etc., in addition to referring to the company's overall operating performance, future business risks and development trends of the industry, We also give reasonable remuneration with reference to the achievement of individual performance. Relevant performance appraisal and remuneration rationality are reviewed by the remuneration committee and the board of directors, and the remuneration system is reviewed at any time depending on the actual

20

operating conditions and relevant laws and regulations, so as to achieve the company's sustainable operation and Balance of risk control.

  1. Operation of corporate governance

  2. (1) The operation of the board of directors: The board of directors held 8 meetings in 2022 (A), and the attendance of directors is as follows:

Job title Name The actual number of
(column) seats (B)
Entrusted to attend
frequency
Actual attendance
rate (%)
(B/A)
Remark
Chairman Liao,Wenjia 7 1 88 2022/5/31 Renewal
Director Zeng,Xueqing 8 0 100 2022/5/31 Renewal
Director Wu,Hsiupi 8 0 100 2022/5/31 Renewal
Legal person
director
Jieshi Investment Co.,
Ltd
Representative:Yu
Shaoyin
4 0 100 2022/5/31 New
appointment
Director Xu Shanke 2 1 50 2022/5/31
Resigned
Independent
director
Shen Zhenlin 7 0 88 2022/5/31 Renewal
Independent
director
Zhang Naiwen 4 0 100 2022/5/31 New
appointment
Independent
director
Feng Zhiqing 4 0 100 2022/5/31 New
appointment
Independent
director
Shen Xiaoling 4 0 100 2022/5/31
Resigned
Independent
director
Yu Shaoyin 4 0 100 2022/5/31
re-elected and
transferred to legal
person director
representative
Other matters to be recorded:
A.
If any of the following situations occurs in the operation of the board of directors, the date, period, content of the proposal,
opinions of all independent directors, and the company's handling of the opinions of independent directors shall be stated:
a.
Matters listed in Article 14-3 of the Securities Exchange Act: Please refer to pages 40-41 of the annual report .
b. Except for the above-mentioned matters, other resolutions of the board of directors that have been opposed or reserved by
independent directors and have records or written statements: None.
B.
The director’s implementation of the recusal of the stakeholder proposal shall state the name of the director, the content of the
proposal, the reason for the recusal and the voting status : none.
C.
Listed OTC companies should disclose information such as the evaluation cycle and period, evaluation scope, method, and
evaluation content of the board of directors' self (or peer) evaluation: Please refer to Attachment 1 for details.
D.
The current and most recent year’s goal of strengthening the functions of the board of directors (such as the establishment of an
audit committee, the improvement of information transparency, etc. ) and the evaluation of its implementation:
Introduce independent directors to set up an audit committee and a remuneration committee to supervise the decision-making
content of the board of directors. In addition, the board of directors shall be held at least quarterly and relevant information shall
be disclosed to the investing public in accordance with the provisions of laws and regulations .
E.
Attendance of independent directors at each board meeting: Please refer to Attachment 2 for details.

21

Attached Table 1: Implementation of Board Evaluation

Evaluate
cycle
Once a
year
Once a
year
Once a
year
Evaluation period Assessment scope Evaluation
method
Assessment content
Conduct self-evaluation on the
degree of participation in the
company's operations, the quality of
the board's decision-making, the
composition and structure of the
board of directors, the selection and
appointment of directors,
continuous education, and internal
control .
Conduct self-evaluation on the grasp
of the company's goals and tasks ,
awareness of directors'
responsibilities , degree of
participation in company
operations , internal relationship
management and communication ,
directors' professional and
continuing education , and internal
control .
Conduct self-evaluation on the
degree of participation in the
company's operations , awareness of
the responsibilities of functional
committees , improvement of
decision-making quality of
functional committees , composition
of functional committees, selection
of members,and internal control .
2022/1/1
to
2022/12/31
Board Performance
Evaluation
Internal
self-assessment of
the board of
directors
2022/1/1
to
2022/12/31
Board Member Performance
Evaluation
Board member
self-assessment
2022/1/1
to
2022/12/31
Functional Committee
Performance Evaluation
Board member
self-assessment

Schedule 2: Attendance of independent directors at each board meeting in 2021:

◎: Attended in person ☆ : Attended by proxy : Did not attend

◎: A ttended in p erson☆: A ttended by p roxy: Di d not attend
Name 1st 2nd 3rd 4th 5th 6th 7th 8th
Shen Zhenlin
Zhang Naiwen
(Note 1)
- - - -
Feng Zhiqing
(Note 1)
- - - -
Shen Xiaoling
(Note 2)
- - - -
Yu Shaoyin
(Note 2)
- - - -

Note 1: On May 31, 2022, the directors were fully re-elected. Note 2: On May 31, 2022, the directors were re-elected and resigned.

  • (2) Operation of the Audit Committee: The Audit Committee held 6 meetings in 2022 (A), and the attendance of independent directors is as follows:
Job title Name Actual number
of attendance
(B)
Entrusted
Attendance
Actual attendance rate
(%) (B/A)(Note)
Remark
Independent
director
(convener)
Shen,
Xiaoling
5 1 83 2022/5/31 Renewal
Independent
director
Zhang
Naiwen
3 0 100 2022/5/31 New
appointment
Independent
director
Feng
Zhiqing
3 0 100 2022/5/31 New
appointment
Independent
director
Shen
Xiaoling
3 0 100 2022/5/31 Resigned

22

Independent
director
Yu,
Shaoyin
3 0 100 2022/5/31 re-elected
and transferred to legal
person director
representative
Other matters to be recorded:
A. In case of any of the following situations in the operation of the audit committee, the audit committee meeting date,
period, content of proposals, independent directors’ objections, reservations, or content of major proposals, audit
committee resolution results, and the company’s response to the audit committee shall be stated. Handling of
opinions.
a. Matters listed in Article 14-5 of the Securities and Exchange Act: Attachment 1 .
b. Except for the above-mentioned matters, other resolution matters that have not been approved by the audit
committee and approved by more than two-thirds of all directors: None.
B. Execution of independent directors’ recusal of interest-related proposals. The independent director’s name, content
of the proposal, reasons for recusal of interests, and participation in voting shall be stated : None.
C. Communications between independent directors and internal audit supervisors and accountants (should include
major events, methods and results of communication on the company's financial and business conditions) :
a.
The company's internal audit supervisor submits the audit report to the independent directors every month,
and regularly conducts two-way exchange of opinions and communication with the independent directors
and accountants at the quarterly corporate governance meeting. Overall, the communication between the
independent directors and the internal audit supervisor in 2011 should be sufficient .
b.
The company invites certified accountants to report on quarterly financial statement audit or audit results,
internal control implementation, relevant legal requirements or updates, etc. in the quarterly corporate
governance meeting for two-way exchange of opinions and communication. Overall, in 2022 the status of
communication between independent directors and certified accountants should be sufficient .
c.
Independent directors, internal audit supervisors and accountants also communicate directly by email,
telephone or face to face as needed.
d.
The communications between the company's independent directors, internal audit supervisors and
accountants have been disclosed in the corporategovernance section of the company's website.
Schedule I Schedule I Schedule I Schedule I
The Audit
Committee
Proposal content and follow-up processing Matters
listed in
Article 14-5
of the
Securities
and
Exchange
Act
Resolutions that
have not been
approved by the
Audit Committee
but have been
agreed by more
than two-thirds of
all directors
1. Operational situation in 2022
1st
(2022/3/16)
1. 2021Annual Business Report and Financial
Statements
V None
2. 2021 Annual auditors’ independence and
performance evaluation review case
V None
3. 2021 Annual "Internal Control Statement" case V None
4. PARPRO HODLINGS capital loan to AP
PARPRO case
V None
5. Exchange of convertible corporate bonds for new
shares
V None
6. Amendments to some articles of the "Articles of
Association"
V None
7. Amendments to some of the texts of the V None

23

"Procedures for Acquiring or Disposing of Assets" Result of the resolution of the Audit Committee: All members of the Audit Committee passed it without objection.

"Procedures for Acquiringor Disposingof Assets"
Result of the resolution of the Audit Committee: All membersof the Audit
Committeepassed it without objection.
The company's handling of the audit committee's opinion:All directors present
passed without objection.
2nd
(2022/4/12)
1. 2021 Earnings Distribution Proposal V None
2. The case of paying cash dividends with capital
reserves
V None
3. Amendments to some articles of the "Rules of
Procedure for Shareholders' Meetings"
V None
4. The case of the company's capital loan to AP
PARPRO
V None
Result of the resolution of the Audit Committee: All membersof the Audit
Committeepassed it without objection.
The company's handling of the audit committee's opinion:All directors present
passed without objection.
3rd
(2022/5/12)
1. Consolidated financial statements for the first
quarter of 2022
None
Result of the resolution of the Audit Committee: All membersof the Audit
Committeepassed it without objection.
The company's handling of the audit committee's opinion:All directors present
passed without objection.
4th
(2022/8/11)
1. Financial report for the first half of 2022 V None
Result of the resolution of the Audit Committee: All membersof the Audit
Committeepassed it without objection.
The company's handling of the audit committee's opinion:All directors present
passed without objection.
5th
(2022/11/10)
1. Financial report for the thirdquarter of 2022 None
2. 2023 Annual auditplan V None
3. Amendments to some articles of the company's
fifth repurchase of shares and transfer of employee
measures
V None
Result of the resolution of the Audit Committee: All membersof the Audit
Committeepassed itwithout objection.
The company's handling of the audit committee's opinion:All directors present
passed without objection.
6th
(2022/12/15)
1. 2023 Budget None
2. The case of the company's capital loan to an
overseas subsidiary
V None

24

  1. PARPRO HOLDINGS capital loan to AP None V PARPRO case Result of the resolution of the Audit Committee: All members of the Audit Committee passed it without objection.

The company's handling of the audit committee's opinion: All directors present passed without objection.

2. Review the financial report

The board of directors prepared the company's 2022 annual business report, financial statements, and profit distribution proposals, among which the financial statements were audited by Deloitte & Touche Audit Firm, and an audit report was issued. The above-mentioned business report, financial statement and profit distribution case have been checked by the audit committee on March 9, 2023 and April 13, 2023 , and there is no discrepancy .

3. Evaluate the effectiveness of the internal control system

The audit committee evaluates the effectiveness of the policies and procedures of the company's internal control system (including control environment, risk assessment, control operations, information and communication, and supervision operations), and reviews the periodic reports of the company's audit department. The audit committee believes that the company's risk management and internal control systems are effective, and the company has adopted the necessary control mechanisms to monitor and correct violations.

(3) The operation of corporate governance and the differences between it and the Code of Practice for Corporate Governance of listed companies and the reasons:

evaluation items Operation status (Note) Operation status (Note) Operation status (Note) Differences from the
Governance Code of
Practice
for
Listed
OTC Companies and
Reasons
yes no summary description
A. Does the company formulate and
disclose
the
code
of
corporate
governance practice in accordance with
the Code of Practice for Corporate
Governance
of
Listed
OTC
Companies?
V The
company
has
approved
the
"Corporate
Governance Code" by the board of directors in 2014,
and currently implements and operates in accordance
with relevant regulations.
no major difference
B.
Company Shareholding Structure and
Shareholders' Equity
(a) Does the company formulate internal
operating procedures to deal with
shareholders'
suggestions,
doubts,
disputes and litigation matters, and
implement them according to the
procedures?
(b) Does the company have a list of the
major
shareholders
who
actually
control the company and the ultimate
controllers of the major shareholders?
(c) Does the company establish and
implement risk control and firewall
mechanisms with related companies?
V
V
V
The company has formulated the "Corporate
Governance Code", and according to the regulations,
the spokesperson is responsible for handling
shareholders' suggestions or disputes.
The company obtains the list of shareholders with a
shareholding ratio of more than 5% or the top ten
shareholders through a stock affairs agency.
The company has formulated the "Supervision and
Management of Subsidiaries" and "Procedures for
Transactions
of
Group
Enterprises,
Specific
no major difference
no major difference
no major difference

25

evaluation items
(d) Does the company have internal
regulations
to
prohibit
company
insiders
from
using
unpublished
information in the market to buy and
sell securities?
Operation status (Note) Operation status (Note) Operation status (Note) Differences from the
Governance Code of
Practice
for
Listed
OTC Companies and
Reasons
no major difference
yes
V
no summary description
Companies, and Related Persons", which are handled
in accordance with the company's internal control
system, and the risk management and control
mechanism and firewall mechanism for related
companies are actually implemented.
The company has formulated the "Internal Material
Information Handling Procedures" and the "Ethical
Code of Conduct", which clearly stipulate that
company personnel must not use the company's
internal information for improperprofit.
C.
Composition and Responsibilities of
the Board of Directors
(a) Does the board of directors formulate
diversity policies, specific management
objectives and implement them?
V The company's "Corporate Governance Code" and
"Director Election Method" stipulate the diversity
policy of board members: the board members should
pay attention to gAnderson Industrial Corp.equality,
and generally have the knowledge, skills and
accomplishments necessary to perform their duties.
In order to achieve the ideal goal of corporate
governance, the board of directors as a whole should
have the following abilities: operational judgment
ability, accounting and financial analysis ability,
operation management ability, crisis handling ability,
industry knowledge, international market outlook,
leadership ability, and decision-making ability.
The company has seven directors, who have relevant
professional skills and experience in business
management, leadership decision-making, industry
knowledge, financial accounting, and law. The
diversity and complementarity of the members are
conducive to the company's operation, business
model and development needs, which is in line with
the diversity policy of the board of directors Goals of
the Diversity of the Board of Directors are detailed
on page 26 (Appendix 1).
At present, the company's directors with employee
status account for 29%, independent directors
account for 43%, and female directors account for
57%. The target for the proportion of female
directors is to maintain more than 30%. Among the
members of the board of directors, they meet the
independence norms specified in Items 3 and 4 of
Article 26-3 of the Securities and Exchange Act, and
the independent directors also meet the independence
norms stipulated in Article 3 of the Regulations on
the Appointment of Independent Directors and
Matters to be Followed by Public Offering
Companies.
no major difference
(b) Has the company voluntarily set up
various other functional committees
besides the remuneration committee
and the audit committee in accordance
with the law?
V The company currently only has a salary and
compensation committee and an audit committee,
and there is no need to add other functional
committees.
no major difference

26

evaluation items
(c) Has the company formulated the
performance evaluation method and
evaluation method of the board of
directors,
conducts
performance
evaluation every year and regularly,
and
submits
the
results
of
the
performance evaluation to the board of
directors, and uses it as a reference for
the
salary
and
remuneration
of
individual directors and nomination for
renewal?
Operation status (Note) Operation status (Note) Operation status (Note) Differences from the
Governance Code of
Practice
for
Listed
OTC Companies and
Reasons
no major difference
yes

V
no summary description
The company has formulated the "Performance
Evaluation Method of the Board of Directors", and
conducts
performance
evaluation
every
year
according to the method. The most recent evaluation
result was reported by the Board of Directors on
March 16, 2022, in terms of the operational
efficiency of the Board of Directors, internal
relations, management and communication, and the
composition and capabilities of members. Directors'
self-assessment scores were all between satisfactory
and verysatisfied.
(d)
Does the company regularly assess
the independence of CPA?
V The company regularly evaluates the independence
of certified accountants once a year, and submits the
results to the Audit Committee and the Board of
Directors for review and approval on March 16,
2022. After evaluation, the accountants Chen,Peide
and Chen,Junhong of Deloitte & Touche CPA Firm
both meet the company's independence evaluation
criteria (Appendix 2), and are qualified to serve as
the company's certified accountants.
no major difference
D. Whether the listed OTC company has a
qualified and appropriate number of
corporate governance personnel, and
designates
a
corporate
governance
supervisor
to
be
responsible
for
corporate governance -related affairs
(including but not limited to providing
directors
and
supervisors
with
information
needed
to
perform
business,
assisting
directors,
supervising to follow the laws and
regulations , handle matters related to
the meetings of the board of directors
and
shareholders'
meetings,
make
minutes of the board of directors and
shareholders' meetings, etc.) ?



V
The company has a corporate governance team under
the general manager's office. On August 13, 2019,
the board of directors approved the appointment of
Wu,Hsiupi, deputy general manager, as the corporate
governance supervisor. Such as management work
experience, 2021 annual training situation is detailed
in Table 3. The duties of the corporate governance
team are to provide directors and independent
directors with the information they need to carry out
their business, assist directors and independent
directors to comply with laws and regulations, and
handle matters related to the board of directors and
shareholders' meetings according to the law.
no major difference
E.
Whether the company has established a
communication
channel
with
stakeholders (including but not limited
to shareholders, employees, customers,
suppliers, etc.), set up a special area for
stakeholders on the company website,
and properly responded to important
corporate social responsibility issues
that stakeholders are concerned about ?

V
The company has set up a special section for
interested parties on the company website to provide
smooth communication channels for stakeholders
such as employees, shareholders, suppliers, banks
and other creditors, and to understand the company's
operating conditions through the spokesperson.
no major difference
F.
Does
the
company
appoint
a
professional stock affairs agency to
handle the affairs of the shareholders
meeting?
V The company appointed KGI Securities Co., Ltd.
Stock Affairs Agency Department to handle matters
related to the shareholders' meeting.
no major difference
G. Information Disclosure The company has set up a company website and
disclosed
relevant
information
at
the
public
information observation station in accordance with
no major difference
(a) Does the company set up a website to
disclose
financial
business
and
corporategovernance information?

V

27

evaluation items Operation status (Note) Operation status (Note) Operation status (Note) Differences from the
Governance Code of
Practice
for
Listed
OTC Companies and
Reasons
yes no summary description
regulations.
(b) Does the company adopt other methods
of information disclosure (such as
setting
up
an
English
website,
appointing a special person to be
responsible for the collection and
disclosure of company information,
implementing
the
spokesperson
system, placing the company website
during
the
legal
person
briefing
session, etc.)?
(c) Whether the company announces and
declares the annual financial report
within two months after the end of the
fiscal year, and announces and declares
the first, second and third quarter
financial reports and the operating
conditions of each month before the
prescribed deadline







V



V The company designates a special person to be
responsible for the collection and disclosure of
company
information,
and
implements
the
spokesperson system.
In discussion.
no major difference
no major difference
H. Does
the
company
have
other
important information that is helpful to
understand the operation of corporate
governance (including but not limited
to employee rights, employee care,
investor relations, supplier relations,
rights of interested parties, training of
directors
and
supervisors,
risk
management The implementation of
policies
and
risk
measurement
standards,
the
implementation
of
customer
policies,
the
company’s
purchase of liability insurance for
directors and supervisors, etc.)?












V
1. Employees' rights and interests: In addition to
handling employees' rights and interests in
accordance with the Labor Standards Act and
related laws and regulations, the company has
established an employee welfare committee to
allocate employee welfare funds and employee
retirement funds according to law, and organize
various employee welfare activities to connect
employees.
2. Employee care: The company regularly organizes
employee tours and subsidies, and protects the
legitimate rights and interests of employees in
accordance with the Labor Standards Act and
other relevant laws and regulations. The website
reveals various management methods, clearly
stipulates the rights and obligations of employees
and welfare items, and regularly reviews the
content of benefits to protect the rights and
interests of employees.
3. Investor
relations:
The
company
discloses
information in the public information observatory
according to the laws and regulations to protect
the rights and interests of investors, and the
investor's mailbox and spokesperson contact
information are listed on the company's website to
maintain a healthy and harmonious relationship
between the company and shareholders.
4. Supplier relationship: The company attaches great
importance to the rationality of purchase prices
and the premise of cooperating with suppliers in
the spirit of life community, mutual trust and
reciprocity, and safeguards the due rights and
interests
of
both
parties.
The
transaction
conditions
are
determined
after
mutual
no major difference

28

evaluation items Operation status (Note) Operation status (Note) Operation status (Note) Differences from the
Governance Code of
Practice
for
Listed
OTC Companies and
Reasons
yes no summary description
communication and coordination between the two
parties.
5. Rights of interested parties: The company's
website
(http://www.parpro.com.tw)
has
an
"Investor Zone", which discloses the company's
financial and business-related information, and
links to public information observation stations for
interested parties refer to. In addition, the
company's stock affairs agency, KGI Securities
(Shares)
Co.,
Ltd.
Stock
Affairs
Agency
Department, also assists in handling relevant
issues and suggestions from shareholders and
stakeholders of the company. If legal issues are
involved, professional lawyers or legal personnel
will be appointed Processing to protect the rights
and interests of interested parties.
6. The situation of directors' further education:
please refer to the attached table 4.
7. Implementation of risk management policies and
risk measurement standards: Please refer to page
92 of this annual report .
8. Implementation
of
customer
policies:
The
company and customers have designated special
personnel to make regular contact, keep abreast of
customer dynamics, and ensure the best interests
of both parties through good communication and
interaction.
9. Circumstances in which the company purchases
liability insurance for directors: The company has
purchased directors' liability insurance.
9. Please explain the improvement of the corporate governance evaluation results released by the Corporate Governance Center of
Taiwan Stock Exchange Corporation in the most recent year, and propose priority strengthening matters and measures for those
that have not been improved. (Companies not included in the evaluation do not need to fill in)
The promotion items are as follows:
1. On 2023/5/31 ,after the overall re-election of directors, no more than half of the independent director's term of office shall not exceed
three consecutive terms.
2. Formulate a policy on the diversity of board members, and disclose the specific management objectives and implementation of the
diversity policy on the company's website and annual report .
3. Report the communication situation of each stakeholder to the board of directors once a year .
Priorities and measures for improvement that have not yet been improved:
1. More than half of the independent directors shall serve no more than three consecutive terms .
2. Disclose the independent communication between independent directors, internal audit supervisors and accountants on the company
website .
3. To be invited (bythemselves) to hold at least two legalperson briefingsessions eachyear .

Attached Table 1: Diversity of the Board of Directors

Diversified core projects
Director name

Ggender
Management Leadership
decision
Industry
knowledge
Financial
Accounting
law
Liao Wenjia Male V V V
ZengXueqing Female V V V
Wu Hsiu Pi Female V V V V
Jieshi Investment Co.,Ltd. Female V V V V

29

Representative: Yu
Shaoyin
Shen Zhenlin Male V V V V V
ZhangNaiwen Male V V V V V
FengZhiqing Male V V V V V

Schedule 2: Evaluation Criteria for Independence

Schedule 2: Evaluation Criteria for Independence
Evaluation items Evaluation result Whether it meets
independence
1. As of the latest visa operation, there has been no change in seven years. yes yes
2. There is no significant financial interest relationship with the client. yes yes
3. Avoid any inappropriate relationship with the client. yes yes
4. Accountants should ensure the honesty, impartiality and independence of their
assistants.
yes yes
5. The financial statements of the service organization within the two years prior
to thepractice shall not be checked for visas.
yes yes
6. The name of the accountant shall not be used by others. yes yes
7. Does not hold shares in the company or affiliated companies. yes yes
8. Has not had any money loans with the company or affiliated companies. yes yes
9. Has no joint investment or interest-sharing relationship with the company or
affiliated companies.
yes yes
10. Does not concurrently hold the regular work of the company or affiliated
enterprises, and receives a fixed salary.
yes yes
11. Does not involve the management functions of the company or affiliated
companies to make decisions.
yes yes
12. Failure to concurrently operate other businesses that may lose their
independence.
yes yes
13. Has no relationship with the company's management personnel as a spouse, a
direct blood relative, a direct blood relative, or a collateral blood relative
within the second degree.
yes yes
14. No commissions related to business are charged. yes yes
15. As of now, there has been no punishment or damage to the principle of
independence.
yes yes

Implementation of Advanced Training for Corporate Governance Supervisors in 2022.

Name Study date organizer Course Title study
hours
Wu
Hsiu Pi
2022/11/28-2022/11/2
9
Foundation
for
Accounting Research
and Development of
the Republic ofChina
Continuing training courses
for accounting executives of
issuers, securities firms and
stock exchanges
6
2022/12/07 Chinese
Corporate
Governance
Association
How does the board of
directors supervise the
establishment of
post-merger integration and
management mechanism
3
2022/12/07 Chinese
Corporate
Governance
Association
Net-zero emissions, carbon
neutrality and corporate
compliance
3

30

Attachment 4: 2022 directors' training status

Job title Name Study date Organizer Course Title Training
hours
Chairman Liao Wenjia 2022/12/7 Chinese
Corporate
Governance
Association
How does the board
of directors supervise
the establishment of
post-merger
integration
and
management
mechanism
3
2022/12/7 Chinese
Corporate
Governance
Association
Net-zero emissions,
carbon neutrality and
corporate compliance
3
Director Zeng
Xueqing
2022/12/7 Chinese
Corporate
Governance
Association
How does the board
of directors supervise
the establishment of
post-merger
integration
and
management
mechanism
3
2022/12/7 Chinese
Corporate
Governance
Association
Net-zero emissions,
carbon neutrality and
corporate compliance
3
Director Wu Hsiu Pi 2022/11/28
to
2022/11/29
Foundation
for
Accounting
Research
and
Development of
the Republic of
China
Continuing training
courses for
accounting
executives of issuers,
securities firms and
stock exchanges
6
2022/12/7 Chinese
Corporate
Governance
Association
How does the board
of directors supervise
the establishment of
post-merger
integration
and
management
mechanism
3
2022/12/7 Chinese
Corporate
Governance
Association
Net-zero emissions,
carbon neutrality and
corporate compliance
3
Legal
Person
Director
Jieshi
Investment
Co., Ltd.
Representative:
Yu Shaoyin
2022/12/7 Chinese
Corporate
Governance
Association
How does the board
of directors supervise
the establishment of
post-merger
integration
and
management
mechanism
3

31

Job title Name Study date Organizer Course Title Training
hours
2022/12/7 Chinese
Corporate
Governance
Association
Net-zero emissions,
carbon neutrality and
corporate compliance
3
Independent
Director
Shen
Zhenlin
2022/12/7 Chinese
Corporate
Governance
Association
How does the board
of directors supervise
the establishment of
post-merger
integration
and
management
mechanism
3
2022/12/7 Chinese
Corporate
Governance
Association
Net-zero emissions,
carbon neutrality and
corporate compliance
3
Independent
Director
Zhang
Naiwen
2022/12/7 Chinese
Corporate
Governance
Association
How does the board
of directors supervise
the establishment of
post-merger
integration
and
management
mechanism
3
2022/12/7 Chinese
Corporate
Governance
Association
Net-zero emissions,
carbon neutrality and
corporate compliance
3
~~I~~ndependen~~t~~
Director
Feng
Zhiqing
2022/10/21 National
Federation of
Certified Public
Accountants of
the Republic of
China
Accounting
and
Financial Studies for
Environment,
Society
and
Governance
3
2022/12/2 Chinese
Corporate
Governance
Association
Positioning
and
changes of director
functions under the
ESG trend
3
2022/12/7 Chinese
Corporate
Governance
Association
How does the board
of directors supervise
the establishment of
post-merger
integration
and
management
mechanism
3
2022/12/7 Chinese
Corporate
Governance
Association
Net-zero emissions,
carbon neutrality and
corporate compliance
3

32

  • (4) If the company has established a remuneration committee or a nomination committee , it shall

disclose its composition, professional qualifications and experience, independence,

responsibilities, operating conditions, and other recorded items :

Up to now, the company has not set up a nomination committee, and the information about the remuneration committee is detailed in the follow-up instructions:

  1. Information on members of the Remuneration Committee
Separate Condition
Name

Professional qualifications and experience
Independence situation The number of
members
of
the
remuneration
committee of
other publicly
issued
companies
Independent
director
(convener)
Zhang Naiwen Master of Accounting, Chung Yuan University
Bachelor of Business Administration, Tunghai
University
Financial Manager of Changyuan Technology
Industrial Co., Ltd.
Certified Public Accountants
Director of Maiber Co., Ltd.
Please also refer to the relevant content under the
information of directors onpage 7
Independent directors have
obtained independent director
declarations and qualification
checklists to confirm their
independence.
0
Independent
director
Shen Zhenlin Master of Economics, National Chung Hsing
University
Motech Co., Ltd. / Chief Financial Officer
Sincere Information (Shares) Company/Chief Financial
Officer and Senior Deputy General Manager
Taiwan Semiconductor Manufacturing Co.,
Ltd./Deputy Director of Finance
Kanglian Holdings Limited / Independent Director
Spectrum Technology Co., Ltd./Independent Director
Also refer topage 7 for Directors' Information

Independent directors have
obtained independent director
declarations and qualification
checklists to confirm their
independence.
1
Independent
director
Feng Zhiqing Master of Accounting, National Taiwan University
Bachelor of Accountancy, National Chengchi
University
Qualified internal auditor
Qualified as an enterprise appraiser
Associate Director of Deloitte & Touche United
Accounting Firm
Certified public accountant of Zhongqin United
Certified Public Accountants
Certified Public Accountant of Yuanshi Certified
Public Accountants
Please also refer to the relevant content under the
information of directors onpage 7
Independent directors have
obtained independent director
declarations and qualification
checklists to confirm their
independence.
0

33

  1. Information on the operation of the Salary and Remuneration Committee

  2. (1) The company's salary and compensation committee has 3 members.

  3. (2) The term of office of the current committee members: from May 31 , 2022 to May 30 , 2024, the Salary and Remuneration Committee met twice in 2022 (A). The qualifications and attendance of the members are as follows:

Job title Name Actual
attendance
Times(B)
Entrusted
Attendance
Actual attendance rate
(%)
(B/A)
Remark
Convener Zhang
Naiwen
0 0 Not applicable
(No convening event)
2022/5/31 new
appointment
Shen 2022/5/31
Member 2 0 100
Zhenlin Renewal
Member Feng
Zhiqing
0 0 Not applicable
(No convening event)
2022/5/31 new
appointment
Shen 2022/5/31
Member 2 0 100
Xiaoling Resigned
Yu 2022/5/31
Member 2 0 100
Shaoyin Resigned

Other matters to be recorded:

  1. If the board of directors does not adopt or revise the suggestion of the salary and compensation committee, it shall state the date, period, content of the proposal, the result of the resolution of the board of directors, and the company's handling of the opinions of the salary and compensation committee (such as the salary approved by the board of directors is better than that of the salary and compensation committee). Suggestions should describe the differences and reasons): None. (The operation of the Remuneration Committee in 2022 is detailed in Table 1).

  2. For the resolutions of the salary and compensation committee, if members have objections or reservations and there are records or written statements, the date, period, content of the proposal, all members’ opinions and the handling of members’ opinions should be stated: None.

Attached Table 1: Operation of the Remuneration Committee in 2022.

Salary
committee
Proposal content and resolution results Proposal content and resolution results
1. Year-end
bonus
case
for
managers

of

Parpro
Corporation Groupin 2021
Fourth session Resolution result:
1st The chairman consulted with all the attending members,
2022/1/27 and unanimously passed the resolution of handing over to
the board of directors .
The company's handling of the opinions of the

34

remuneration committee :
All directorspresent agreed topass.
Fourth session
2nd
2022/3/16
A. 2021 Annual employee remuneration and distribution of
remuneration for directors and supervisors
B. 2021 annual self- evaluation of directors
Resolution result:
The chairman consulted with all the attending members,
and unanimously passed the resolution of handing over to
the board of directors .
The company's handling of the opinions of the
remuneration committee :
All directorspresent agreed topass.

(5) The implementation of sustainable development and the differences and reasons for the

implementation of sustainable development and the code of practice for listed OTC companies :

promote the project Execution situation Execution situation Execution situation Differences and Reasons
for Differences from the
Code of Practice for
Sustainable
Development of Listed
OTC Companies
yes no summary description
1. Has the company
established
a
governance
structure
to
promote
sustainable development, has set up a
full-time (part-time) unit to promote
sustainable development , and has the
board of directors authorize the senior
management to handle it, and the situation
of the board of directors ' supervision ?
V The company has set up a sustainable
operation and development group under the
general manager's office to be responsible for
promoting the development of sustainable
environment and maintaining social welfare .
The general manager serves as the convener.
The work of this group is in charge of: 1.
Formulating
and
reviewing
sustainable
development policies and systems . 2. Plan
and promote the project, and deliver it to
relevant departments for implementation after
approval by the general manager, and report
the implementation results to the board of
directors once ayear, as detailed in Table 1.
No major differences.
2. Does the company
conduct
risk
assessments on environmental, social and
corporate governance issues related to the
company's operations in accordance with
the principle of materiality, and formulate
relevant risk management policies or
strategies?
V Based on the materiality principle of
sustainable development , the company
conducts
relevant
risk
assessments
on
important issues, and formulates relevant risk
management policies or strategies based on
the assessed risks, as detailed in Table 2.
No major differences.
3. Environmental Issues
() Has the company established a suitable
environmental
management
system
according
to
its
industrial
characteristics?
() Is the company committed to improving
energy efficiency and using recycled
materials with low impact on the
environment?
() Does the company assess the current
and
future
potential
risks
and
V
V
V
The company has established the ISO-14001
environmental management system according
to the characteristics of its industry.
The company's products are dedicated to the
design of energy saving and carbon reduction,
and strive to reduce the generation of waste
products and improve the recycling rate of
waste products.
The company has assessed the potential risks
and opportunities of climate change on the
No major differences.
No major differences.
No major differences.

35

promote the project Execution situation Differences and Reasons
for Differences from the
Code of Practice for
Sustainable
Development of Listed
OTC Companies
yes no summary description
opportunities of climate change, and
take relevant countermeasures?
() Has the company made statistics on
greenhouse
gas
emissions,
water
consumption and total waste weight in
the past two years, and formulated
policies for greenhouse gas reduction,
water
reduction
or
other
waste
management?
V company, and has taken corresponding
measures, which are announced on the
company website.
The company has set the goal of reducing
greenhouse gas emissions, water consumption
and waste by 1-2% compared with the
previous year. Self-inspection of carbon
dioxide emissions in 2020 and 2021 was 216
metric tons and 20 metric tons , a reduction of
about 90 %.
In addition, according to the characteristics of
the
industry
and
the
ISO-14001
environmental
management
system,
the
company has taken into account the impact
caused
by
the
environment
in
all
manufacturing processes and formulated
various
response
strategies.
In
the
"Environmental Protection and Management
Practices", formulate greenhouse gas, water
consumption and waste reduction strategies in
order to minimize the impact on the
environment and ecology.
No major differences.
4. Social Issues
() Does the company formulate relevant
management policies and procedures
in accordance with relevant laws and
regulations and international human
rights conventions?
V The company refers to international human
rights conventions, conducts risk assessments
on human rights issues in accordance with the
"United Nations Universal Declaration of
Human Rights", incorporates external
expectations and communicates with
stakeholders, identifies important human
rights issues, and formulates the company's
human rights policies. In addition, the
company complies with the "Labor Standards
Law", "GAnderson Industrial Corp.Work
Equality Law", "Labor Pension Regulations",
"Labor Leave Rules", "Employee Safety and
Health Law", "Labor Insurance Regulations",
"Employment Service Law" and Relevant
laws and regulations formulate "work rules".
No major differences.
() Does the company formulate and
implement
reasonable
employee
welfare measures (including salary,
vacation and other benefits, etc.), and
properly reflect business performance
or results in employee compensation?
V The company has working rules and related
personnel management regulations, which
cover the basic wages, working hours,
vacations, pension payments, labor and health
insurance payments, occupational accident
compensation, etc. of the employees
employed by the company, all of which
comply with the relevant provisions of the
Labor Standards Law. The company pays
year-end bonuses every year depending on
the operating results and the employees'
contribution to the company, performance,
etc. Dependingon the operatingconditions
No major differences.

36

promote the project Execution situation Differences and Reasons
for Differences from the
Code of Practice for
Sustainable
Development of Listed
OTC Companies
yes no summary description
and the price index, the company regularly
adjusts the salaries of employees with
outstanding performance. In addition, the
company stipulates the employee
remuneration policy in the company's articles
of association, and distributes cash or stocks
according to the company's annual operating
results. In addition, the company has
established an employee welfare committee
to operate and handle various welfare
activities through the welfare committee
elected by employees. Other employee
welfare measures and retirement systems are
detailed onpages 72 ~ 73 .
() Does the company provide employees
with a safe and healthy working
environment, and regularly implement
safety
and
health education
for
employees?
V The company provides employees with a safe
and healthy working environment, regularly
implements environmental safety and health
testing, including equipment and working
environment, and organizes monthly
employee safety and health education and
training.
No major differences.
() Has the company established an
effective career development training
program for employees?
V All departments of the company formulate
education and training plans, including job
skills testing, and the results are used as the
basis for career development.
No major differences.
() For issues such as customer health and
safety, customer privacy, marketing
and labeling of products and services,
does the company follow relevant
laws and international standards, and
formulate
relevant
consumer
or
customer rights protection policies and
complaintprocedures?
V In order to improve customer service
satisfaction, the company has established a
"customer complaint handling procedure",
establishes a customer-oriented feedback
system, and comprehensively evaluates
customer complaints and satisfaction with the
company's products or services to understand
customer needs and expectations.
No major differences.
() Does the company formulate supplier
management
policies,
requiring
suppliers to follow relevant norms on
issues
such
as
environmental
protection, occupational safety and
health, or labor rights, and their
implementation?
V The company has a "supplier management
operation" that requires suppliers to abide by
the commitments of sustainable development
responsibilities, including issues such as
environmental protection, occupational safety
and health, or labor rights. This management
operation also includes a supplier assessment
mechanism, and suppliers are expected to
understand and cooperate with the company's
determination to fulfill the responsibility for
sustainable development . If any violation of
the company's established policies is found,
the transaction will be suspended or the
relationshipwill be terminated.
No major differences.

37

promote the project Execution situation Execution situation Execution situation Differences and Reasons
for Differences from the
Code of Practice for
Sustainable
Development of Listed
OTC Companies
yes no summary description
5. Does
the
company
refer
to
internationally accepted standards or
guidelines for preparing reports, and
prepare reports such as sustainability
reports
that
disclose
non-financial
information of the company? Has the
previous disclosure report obtained the
confirmation or guarantee opinion of a
third-partyverification unit?
V In discussion. In discussion.
6. If the company has its own sustainable development code based on the "Code of Practice for Sustainable Development of Listed
OTC Companies", please describe the differences between its operation and the established code:
The company has formulated a code of practice for sustainable development , which is currently implemented and operated in
accordance with relevant regulations, and there is no major difference from the "Code of Practice for Sustainable Development of
Listed OTC Companies".
7. Other important information that helps to understand the implementation of sustainable development: Please refer to Attachment 2.

Attached Table 1: Implementation Results of Promoting Sustainable Development

Social Responsibility
Project
Specific description of the implemented situation or planned situation
Environmental friendly Actively promote environmental protection and care for the environment. The management
department is responsible for promoting environmental protection matters, and complying with
environmental protection related laws and regulations, advocating energy saving, formulating
lighting plans to distinguish between day and night, saving unnecessary lighting; controlling the
use of air conditioners to save unnecessary power expenditure. Carry out waste paper, publicize
and reduce the use of disposable tableware, and continue to reduce and sort garbage to
contribute to environmentalprotection.
Social Contribution and
Service
The company is located in Zhongli District, Taoyuan City. The main consideration for the
company's recruitment is to live near the company. At present, most of the employees come
from towns and cities near the company's location, creating more job opportunities for the local
area. In addition, it responds to public welfare activities initiated by various circles from time to
time, donates money or materials to charitable organizations, and regularly donates to Taoyuan
Friends of Rehabilitation Association and Mingpei Medical Culture and Education Foundation
and othergroups every year. The total donation amount in 2022 is NT$500,000.
Customer / Consumer
Rights
The company has full-time staff to serve customers.
Human rights The relationship between the company and its employees follows the Labor Standards Act and
other labor-related laws and regulations. It has established "work rules" and holds regular
labor-management meetings. After the newcomers report to work, they will conduct newcomer
education and training, so that the newcomers can understand the current work norms and
protect the rights of employees. According to the work needs and career planning of employees,
the company provides various training courses such as management training, professional skills
and self-development, so as to provide employees with sufficient education and training. When
recruiting employees, the company fully considers whether their character and expertise meet
the needs,regardless of theirgender,age,ethnicgroup...etc. We will do our best to take care of

38

the disabled and other vulnerable people, safeguard the rights and interests of all people, and follow laws and regulations to prevent sexual harassment, and do our best to ensure that employees are free from harassment and discrimination. Pay attention to environmental sanitation and green landscaping to provide employees with a safe and comfortable working environment. To have interaction, the parent-child one-day tour of the Spring Festival, which was originally held regularly, was temporarily suspended due to the epidemic prevention policy . Subsidize employees to travel on their own. The number of subsidized people and the amount of subsidy are 11 people and NT$110,000. The company has carried out supervision and management operations in accordance with the labor safety and health laws and regulations, so that colleagues understand the importance of safety and health, understand the environmental situation of the workplace, occupational Health and Safety hazards, labor safety and health related laws and regulations, and various safety and health protection The correct use of the tool is used to prevent the occurrence of occupational accidents and ensure the safety and health of workers.

Schedule II: Risk Management Policy or Strategy

major issues Risk Assessment Project Risk Management Policyor Strategy
Environment Environmental Protection and
Ecological Conservation
In accordance with the ISO14001 environmental management system
specification, the company is committed to environmental protection,
responds to green and clean production, and effectively reduces pollution
emissions and the impact on the environment; at the same time, it
formulates implementation plans and programs every year, and regularly
tracks and reviews them The progress of each goal to ensure the
achievement of thegoal.
Society Occupational safety In accordance with the ISO14001 environmental management system
specification, the company conducts various industrial safety inspections
and checks on a daily basis to implement the occupational safety and
health management system; secondly, regularly holds fire drills and
industrial safety education and training every year to cultivate employees'
abilityto respond to emergencies and self-safetymanagement ability.
Product Safety The company's products comply with various government product and
service laws and regulations, and do not contain any hazardous substances.
And through strict quality system management, we provide customers with
stable product quality. At the same time, in order to ensure customer
service quality and improve customer satisfaction, we set up customer
service hotlines and communication websites, and actively conduct
customer service satisfaction surveys every year to strengthen the
relationship with customers. The cooperative relationship with customers
has become the cornerstone of the sustainable development of the
enterprise through the mutual benefit and co-prosperity relationship with
customers.
Corporate
Governance
Socioeconomic
and
Legal
Compliance
Through the establishment of a governance organization and the
implementation of an internal control mechanism, it is ensured that all
personnel and operations of the company truly comply with relevant laws
and regulations.

39

(6) The performance of integrity management and the differences and reasons from the integrity management code of listed OTC companies :

evaluation items Operating situation Operating situation Operating situation The situation and
reasons
for
the
differences
with
the
Code
of
Integrity
Management
of
listed
OTC
companies
yes no summary description
1. Formulate integrity management policies and
plans
(1) Does the company formulate an honest
management policy approved by the board of
directors, and clearly state the policy and
practices of honest management in regulations
and external documents, as well as the
commitment of the board of directors and
senior management to actively implement the
business policy?
(2) Whether the company has established a risk
assessment
mechanism
for
dishonesty,
regularly analyzes and evaluates business
activities
with
relatively
high
risks
of
dishonesty within the scope of business, and
formulates a plan to prevent dishonesty based
on this, and at least covers "listing on the OTC
market" What are the preventive measures for
the behaviors in the second paragraph of
Article 7 of the company's code of integrity
management ?
(3) Does the company clearly define operating
procedures, behavior guidelines, punishment
and appeal systems for violations in the
dishonesty prevention plan, and implement
them, and regularly review and revise the
previous disclosure plan?








V










V





V
The company has established the "Code of
Integrity Management" and "Code of Ethical
Conduct", which have been approved by the board
of directors and announced in the company's
internal regulations and company website. The
board of directors and senior management are
committed to implementing them.
The company has established the "Code of
Integrity Management" and "Code of Ethical
Conduct", and conducts a risk assessment of
dishonesty behavior once a year. For bribery and
bribery, illegal political donations, improper
charitable donations or sponsorships, etc. 7 items
that affect business Develop preventive measures
for dishonest activities and announce them to
directors and employees.
In order to prevent any dishonest behavior, the
company has formulated the "Code of Integrity
Management" and "Code of Ethical Conduct"; the
punishment for violations is implemented in
accordance with the "reward and punishment"
stipulated in the work rules; Handling Measures for
Cases of Dishonest Behavior” to appeal in the
“Stakeholder Zone” of the company’s website, and
regularly
review
the
implementation
and
implementation status once ayear.






no major
difference








no major
difference









no major
difference
2. Implement integrity management Currently, before a transaction with a manufacturer,
the organizer will review the past transaction
records and search for the information of the
company on the Internet to confirm whether the
manufacturer has a record of dishonest behavior
and obtain a letter of commitment to honest
operation.






no major
difference
(1) Does the company evaluate the integrity records
of its counterparties, and specify the terms of
honest behavior in the contracts it signs with its
counterparties ?



V

40

evaluation items Operating situation The situation and
reasons
for
the
differences
with
the
Code
of
Integrity
Management
of
listed
OTC
companies
yes no summary description
(2) Has the company set up a unit responsible for
promoting corporate integrity management
under the board of directors, and regularly (at
least once a year) report to the board of
directors its integrity management policies,
plans for preventing dishonest behavior, and
supervision and implementation?






V
An integrity management group is set up under the
chairman's office, with the chairman as the
convener. This group's job duties are to ensure the
implementation of the integrity management code,
and report to the board of directors once a year on
the integrity management policy and the plan to
prevent dishonest behavior and supervise the
implementation.







no major
difference
(3) Does the company formulate policies to
prevent
conflicts
of
interest,
provide
appropriate channels for statements, and
implement them?
(4) Whether the company has established an
effective accounting system and internal
control system in order to implement honest
management, and the internal audit unit draws
up relevant audit plans based on the assessment
results of dishonesty risks, and checks the plan
for preventing dishonesty Follow the situation,
or commission an accountant to perform the
check?
(5) Does the company hold regular internal and
external education and training on integrity
management?



V








V


V
The company formulates the policy of preventing
conflicts of interest in the "Code of Ethical
Conduct", and provides employees with the
opportunity to report to managers, internal audit
supervisors or other appropriate personnel when
they suspect or discover violations of laws and
regulations or the "Code of Ethical Conduct". In
addition, the company has set up a reporting
system on the website to provide employees and
related personnel to report any improper business
practices, which will be directly handled by the
chairman.
The
company
has
established an effective
accounting system and internal control system to
ensure the implementation of honest management,
and the audit office prepares an annual audit plan
based on the assessment results of the risk of
dishonesty, and checks the compliance with the
preceding system.
The company has organized internal and external
integrity management education and training
related to integrity management issues for 2022,
with a total of 18 person-times and a total of 36
hours.











no major
difference






no major
difference




no major
difference
3. The operation of the whistleblowing system of
the company
(1) Has the company established a specific
whistleblowing and reward system, established
channels to facilitate whistleblowing, and
assigned appropriate specialists to handle
whistleblowers?





V
The company has formulated the "Measures for
Handling Cases of Reporting Illegal, Unethical or
Dishonest Behaviors" to specify the reporting,
reward system and reporting channels; it also has
an employee suggestion box so that employees
have a complaint mechanism and channels. There
are complaint mailboxes for customers, suppliers
and employees on the company website, which are
handled by the chairman's office.








no major
difference

41

evaluation items Operating situation Operating situation Operating situation The situation and
reasons
for
the
differences
with
the
Code
of
Integrity
Management
of
listed
OTC
companies
yes no summary description
(2) Has the company established a standard
operating procedure for the investigation of the
reported matter, the follow-up measures to be
taken after the investigation is completed, and
the relevant confidentiality mechanism?
(3) Has the company adopted measures to protect
the whistleblower from being improperly dealt
with due to whistleblowing?




V


V
The company's "Handling Measures for Reporting
Illegal, Unethical or Dishonest Behavior Cases"
has investigation procedures and a confidentiality
mechanism.
In the above measures, the company guarantees
that the colleague will not be dealt with improperly
due to reporting.



no major
difference


no major
difference
4. Strengthen information disclosure
the content of its integrity management code
and promote its effectiveness on its website
and public information observation station ?


V
The "Code of Integrity Management", "Code of
Ethical Conduct" and "Measures for Reporting
Illegal, Unethical or Dishonest Behavior Cases"
have been disclosed on the company website and
public information observation station, and a
"Corporate Integrity Management Zone" has been
established on the company website Exposure
drives results.
In 2022, there has been no dishonesty and no
reportingincidents








no major
difference
of Integrity Management for Listed OTC Companies" , please describe the differences between its operation and the established code:
No major differences.
6. Other important information that is helpful to understand the company's integrity management and operation: (such as the company's
review and revision of its integrity management code, etc.)
On March 17, 2015, the company's board of directors resolved to revise the "Code of Integrity Management".
On March 17, 2015, the company's board of directors passed a resolution to formulate the "Code of Ethical Conduct".
On August 15, 2016, the company approved and formulated the "Measures for Handling Cases of Reporting Illegal, Unethical or
Dishonest Behaviors".
  • (7) If the company has formulated corporate governance codes and related regulations, it shall disclose its inquiry method:

The company has "Investor Relations" on the company website for inquiries.

  • (8) Other important information sufficient to enhance the understanding of the operation of corporate governance may be disclosed together:

  • The company has an "Investor Relations" on the company website for inquiries.

2 .2022 manager training situation:

Job title Name Study date organizer Course Title Training
hours
Chairman Liao
Wenjia
2022/12/7 Chinese Corporate
Governance Association
How does the board of directors
supervise the establishment of
post-merger integration and management
mechanism
3

42

Job title Name Study date organizer Course Title Training
hours
2022/12/7 Chinese Corporate
Governance Association
Net-zero emissions, carbon neutrality and
corporate compliance
3
Deputy
General
Manager and
Chief
Financial
Officer
Wu Hsiu
Pi
2022/11/28
To 2022/11/29
Foundation for
Accounting Research
and Development of the
Republic ofChina
Continuing training courses for
accounting executives of issuers,
securities firms and stock exchanges
12
2022/12/7 Chinese Corporate
Governance Association
How does the board of directors
supervise the establishment of
post-merger integration and management
mechanism
3
2022/12/7 Chinese Corporate
Governance Association
Net-zero emissions, carbon neutrality and
corporate compliance
3
Finance
Department
manager
Lee
Shenlung
2022/4/22 Taiwan Sustainable
Energy Research
Foundation
Taixin Thirty Sustainable Net Zero
Summit Forum - Seriously Net Zero
3
2022/11/17 Taiwan Institute of
Financial Incorporation
Corporate Governance Forum No. 16 3
2022/12/22 Foundation for
Accounting Research
and Development of the
Republic ofChina
Continuing training courses for
accounting executives of issuers,
securities firms and stock exchanges
6
2022/12/23 Foundation for
Accounting Research
and Development of the
Republic ofChina
Continuing training courses for
accounting executives of issuers,
securities firms and stock exchanges
6
Audit
Manager
Cai
Shuhua
2022/12/7 Internal
Audit
Association
of
the
Republic of China
How to use digital technology to explore
and improve operating procedures and
fraud detection — Discussion on audit
practice
6
2022/12/19 Internal
Audit
Association
of
the
Republic of China
In the face of climate change and the
wave of sustainable development,
explore the impact on corporate internal
control and countermeasures from the
perspective of ESG risk
6
  • (9) Implementation status of internal control system

  • Statement of Internal Control System: Please refer to page 103 .

  • Those who entrust an accountant to review the internal control system shall disclose the accountant's review report: Not applicable .

  • (10) In the most recent year and as of the date of publication of the annual report, the company and its internal personnel have been punished according to law, or the company has punished its internal personnel for violating the provisions of the internal control system, and the punishment result may have a significant impact on shareholders' rights and interests or securities prices, The content of the punishment, main deficiencies and improvements should be listed : none.

  • (11) Important resolutions of the shareholders' meeting and the board of directors in the most

43

recent year and up to the date of publication of the annual report

  1. Important resolutions and implementation of shareholders' meeting in 2022 :
Meeting
date
Important Resolutions and Implementation Status
2022/5/31 1.
2.
3.
4.
5.
6.
7.
8.
Acknowledge the 2021 annual business report and financial statement .
Acknowledge the 2021 Earnings distribution case.
Approved the revision of some articles of the "Articles of Association".
Execution status: After the 2022 shareholders' general meeting passed
the change registration with the Ministry of Economic Affairs within
15 days, and the approval was obtained on 2022/6/16 .
Approved the revision of some articles in the "Procedures for
Acquisition or Disposal of Assets".
Implementation status :Applied immediately after the approval of the
2022 annual shareholders' meeting.
Passed the case of issuing cash dividends from capital reserves.
Execution status: NT$8,222,939 was appropriated from the capital
reserve, and NT$0.1 was distributed per share. The aforementioned
cash dividend was paid on August 31, 2022.
Approved the revision of some articles of the "Rules of Procedure for
the Shareholders' Meeting".
Implementation status :Applied immediately after the approval of the
2022 annual shareholders' meeting.
Completed and approved the re-election of directors (including
independent directors).
Approved the case of lifting the non-compete restriction of newly
elected
directors
(including
independent
directors)
and
their
representatives.
  1. Important resolutions of the board of directors in the most recent year and as of the publication date of the annual report:
Meeting
date
Important Resolutions Matters listed in
Article 14-3 of the
Securities and
Exchange Act
Independent
directors object
or reserve
opinions
2022/1/27 Year-end bonus case for the managers of
Parpro Groupin 2021 .
- None
2022/3/16 2021 annual business report and financial
statements.
- None
The2021 Auditors independence and
performance evaluation review case.
V None
2021 "InternalControlStatement" case. V None

44

Meeting
date
Important Resolutions Matters listed in
Article 14-3 of the
Securities and
Exchange Act
Independent
directors object
or reserve
opinions
PARPRO HOLDINGS capital loan and AP
PARPROcase.
V None
Exchange of convertible corporate bonds
for newshares.
V None
Amend some articles of the "Articles of
Association".
V None
Amended part of the text of "Procedures for
Acquisition or Disposal of Assets".
V None
The 2022 Annual General Meeting of
Shareholders was convened.
- None
Amended the provisions of the "Corporate
Social Responsibility Code of Practice" and
some of the texts of the "Corporate
Governance Code".
- None
2021 annual employee remuneration and
distribution of remuneration for directors
and supervisors.
- None
2021 Annual self-evaluation of directors. - None
2022/4/12 2021 Annual Earnings distribution case. V None
The case of issuing cash dividends from
capital reserves.
V None
Amended some texts of the "Rules of
Procedures for Shareholders' Meetings".
- None
Nomination of directors and independent
director candidates.
V None
The case of lifting the non-compete
restriction of newly elected directors
(including independent directors) and their
representatives.
V None
The 2022 Annual General Meeting of
Shareholders was convened.
- None
The company's capital loan and AP
PARPRO case.
V None
2022/5/12 2022 1stQuarter FinancialStatements. - None
Bank line credit case. - None
The company's greenhouse gas inventory
andverification schedule.
- None
2022/5/31 The election of the chairman of the board. V None
Appointment of members of the Audit
Committee.
- None
Appointment of members of the
remuneration committee.
- None
2022/8/11 Financial report for the first half of 2022. - None
Bank line credit case. - None
2022/11/10 Financial report for the third quarter of
2022.
- None
2023 Annual auditplan. V None

45

Meeting
date
Important Resolutions Matters listed in
Article 14-3 of the
Securities and
Exchange Act
Independent
directors object
or reserve
opinions
Amend the text of some articles of the fifth
repurchase share transfer employee method.
- None
Bank line credit case. - None
2022/12/15 2023 annual budget. - None
The case of the company's capital loan to an
overseas subsidiary.
V None
PARPRO HOLDINGS capital loan and AP
PARPRO case.
V None
2023/1/16 2022 year-end bonus case for group
managers.
- None
2023/3/9 2022 annual business report and financial
statements.
- None
The 2022 annual audit independence and
performance evaluation review case.
V None
2022 "InternalControlStatement" case. V None
Amend some articles of the "Articles of
Association".
V None
Amended part of the text of the "Operating
Procedures for LoaningFunds to Others".
V None
The convening of the 2023 Annual General
Meetingof Shareholders.
- None
The company's greenhouse gas inventory
and verification schedule.
- None
PARPRO TECHNOLOGIES capital loan
and AP PARPRO case.
V None
It plans to issue the fourth domestic
unsecured convertible corporate bond.
V None
Proposed 2022 annual employee
remuneration and remuneration of directors
and supervisors.
- None
2022annualself-assessment ofdirectors. - None
2023/4/13 2022 Earnings distribution case. V None
Amended part of the text of the "Rules of
Procedure for the Shareholders' Meeting".
- None
Bank line credit case. - None
The convening of the 2023 Annual General
MeetingofShareholders.
- None

(12) In the most recent year and as of the date of publication of the annual report , if directors or supervisors have different opinions on important resolutions passed by the board of directors and there are records or written statements, the main content: None.

(13) Summary of the resignations and dismissals of the company's chairman, general manager, accounting supervisor, financial supervisor, internal audit supervisor, corporate governance supervisor, and R&D supervisor in the most recent year and as of the publication date of the annual report : None .

46

4. Public independent auditors information

Amount unit : NT$thousand unit : NT$thousand
Audit Firm CPAs
Name
Audit period Audit fees Non-audit
fees (Note)
Total Remark
Deloitte&
Touche
United
Audit Firm
Chen
Peide
2022/1/1
To
2022/12/31
4,550 30 4,580 Note
Chen
Junhong

Note: The content of the non-audit service at public expense refers to the salary review public

  • expense of full-time employees who are not in supervisory positions.

  • If the audit firm is changed and the audit fee paid in the replacement year is less than the audit fee in the previous year, the amount of audit fees before and after the change and the reasons shall be disclosed : there is no such case.

  • If the audit public fee has decreased by more than 10% compared with the previous year, the amount, proportion and reason of the audit public fee reduction shall be disclosed: there is no such case.

  • Change of CPA information: No such case.

  • The company's chairman , general manager, and manager in charge of financial or accounting affairs, who have worked in a certification auditors firm or its affiliated companies in the past year, shall disclose their names, titles, and employment status in a certification accounting firm or its affiliates . The period of the affiliated enterprise. The term "affiliated enterprises of the certified auditor firm" refers to the accountants of the certified accounting firm holding more than 50% of the shares or obtaining more than half of the directors' seats, or listed as affiliated enterprises in the materials released or published by the certified auditor firm Company or institution: None .

47

  1. In the most recent year and as of the date of publication of the annual report, directors, supervisors, managers, and shareholders holding more than 10% of the shares have been transferred and pledged:

  2. (1) Changes in equity

(1) Changes in equity
Job title name 2022 As of April 1,2023
Number of shares
held
increase (decrease)
number
Pledged shares
increase (decrease)
number
Number of shares
held
increase (decrease)
number

Pledged shares
increase (decrease)
number
Chairman and General
Manager
(Major shareholder)
Liao,Wenjia 0
0

0

0
Director Zeng, Xueqing 0
0

0

0
Director and Chief
Financial Officer
Wu,Hsiupi (64,000)
0

0

0
Legal Person Director Jieshi Investment Co., Ltd. 0
0

0

0
Independent Director Shen,Xiaoling 0
0

0

0
Independent Director Zhang, Naiwen 0
0

0

0
Independent Director Feng, Zhiqing 0
0

0

0
Major shareholder Yunyong Investment Co., Ltd. (2,255,000)
(22,580)

0

0
General Manager of
Overseas Operations
Thomas Sparrvik 0
0

0

0
Senior Manager Ye Jianshen 0
0

0

0
Finance Manager Lee,Shen-Lung 0
0

0

0
Director Xu Shanke (Note) (25,600) 0
0

0
Independent Director Shen Xiaoling (Note) 0
0

0

0
Independent Director Yu Shaoyin (Note) 0
0

0

0

Note:2023/5/31 Director re-elected and resigned.

  • (2) If the relative of the equity transfer is a related party: None.

  • (3) If the counterparty of the equity pledge is a related party: None.

48

  1. Information on the relationship between the top ten shareholders who hold the largest shareholding ratio, and whether they are related parties in the Financial Accounting Standards Bulletin No. 6 or spouses or relatives within the second degree:

Unit : share; April 1 , 2023

Name Cur rent Shares held by spouse and
minor children
Shares held by spouse and
minor children
Holding shares
oth
in the name of
ers
For the top ten shareholders who have
financial and accounting standards
bulletin No. 6 related persons or
relatives within the spouse or second
degree, their names or names and
relationships
For the top ten shareholders who have
financial and accounting standards
bulletin No. 6 related persons or
relatives within the spouse or second
degree, their names or names and
relationships
Note
Share holding
Number of
shares
Share- Number of
shares
Share- Number of
shares
Share- Name Relaionship
holding ratio
(%)
holding ratio
(%)
holding ratio
(%)
Liao Wenjia 8,071,942 9.13 0 0 9,585,014 10.85 Yunyong Investment
Co., Ltd.
Jieshi Investment Co.,
Ltd.
Paide Investment Co.,
Ltd.
The
chairman of
the company
and Yunyong
Investment,
Jieshi
Investment,
Paide
Investment
and other
four
companies
are the same
person.
None
None
None
Yunyong Investment Co.,
Ltd.
7,500,865 8.49 0 0 0 0 Liao,Wenjia
Jieshi Investment Co.,
Ltd.
Paide Investment Co.,
Ltd.
None

None
Representative:
Liao
Wenjia

8,071,942
9.13 0 0 9,585,014 10.85 None
Jieshi
Investment
Co.,
Ltd.

5,830,415
6.6 0 0 0 0 Liao,Wenjia
Yunyong Investment
Co., Ltd.
Paide Investment Co.,
Ltd.
None
None
Representative:
Liao
Wenjia

8,071,942
9.13 0 0 9,585,014 10.85 None
Paide
Investment
Co.,
Ltd.

3,754,599
4.25 0 0 0 0 Liao,Wenjia
Yunyong Investment
Co., Ltd.
Jieshi Investment Co.,
Ltd.
None
None
Representative:
Liao
Wenjia

8,071,942
9.13 0 0 9,585,014 10.85 None
Standard
Chartered
Managed
Standard
Chartered-External
Account
Manager
JP
Morgan



1,055,000
1.19 0 0 0 0 None None None
Citi
Trustee
Berkeley
Capital
SBL/PB
Investment Account


867,000
0.98 0 0 0 0 None None None
HSBC
Bank
Custody
Goldman
Sachs
International
Investment
Special Account



688,000
0.78 0 0 0 0 None None None
Chen Lili 630,000 0.71 0 0 0 0 None None None
Chase
Custodian
JP
Morgan Securities Co.,
Ltd. investment account


569,400
0.64 0 0 0 0 None None None
Citi
Trustee
UBS
European SE Investment
Account


539,257
0.61 0 0 0 0 None None None

49

  1. The number of shares held by the company, its directors, supervisors, managers, and enterprises directly or indirectly controlled by the company in the same reinvested enterprise, and calculate the comprehensive shareholding ratio:

March 31 , 2023 ; unit: thousand shares; %

Invest in business The company invests The company invests Investments
of
directors,
supervisors,
managers,
and
directly or indirectly controlled
enterprises
Investments
of
directors,
supervisors,
managers,
and
directly or indirectly controlled
enterprises



Comprehensive investment



Comprehensive investment
Number of
shares(thousand
shares)
Shareholding ratio Number of
shares(thousand
shares)
Shareholding
ratio
Number of
shares(thousand
shares)
Shareholding
ratio
Efa Technologies
Corporation
3,272
100%

-

-

3,272

100%
Parpro Holdings Co., Ltd 36
100%

-

-

36

100%
Anderson Industrial Corp.. 39,904
20.86%

-

-

39,904

20.86%
Sogotec Precision Co., Ltd. 960
4.73%

485

2.39%

1,445

7.12%
AP Parpro, Inc. 7
100%

-

-

7

100%
Pilot (Las Vegas), Inc. 1
100%

-

-

1

100%
Parpro (Nevada), Inc. 1
100%

-

-

1

100%
Parpro Quality, Inc. 23,500
100%

-

-

23,500

100%
Parpro Technologies, Inc. 13
100%

-

-

13

100%

50

IV. Fundraising situation

1. Capital and shares

(1) Source of share capital

A. Source of equity

Unit : NT$ thousand/thousand shares

years Issued
p r i c e
Approved share capital Approved share capital Paid-in share capital Paid-in share capital Remark Remark Remark Remark

Number
of shares
Amount Number of
shares
Amount Source of equity Using property other
than cash to offset the
share capital
Other
Dec., 2 0 01 10 3, 0 00
30 , 00 0

1, 0 00

10 , 00 0
Set up Capital - N o t e 1
Oct. ,2 0 0 3 10 3, 0 00
30 , 00 0

1, 5 00

15 , 00 0
Cash capital increase 5 , 0 0 0 t h o u s a n d
-
N o t e 2
Oct. ,2 0 0 6 10 3, 0 00
30 , 00 0

2, 0 00

20 , 00 0
Cash capital increase 5 , 0 0 0 t h o u s a n d
-
N o t e 3
Oct. ,2 0 0 8 10 8, 0 00
80 , 00 0

3, 5 00

35 , 00 0
Cash capital increase
Surplus capital increase
1 0 , 0 0 0 t h o u s a n d
5 , 0 0 0 t h o u s a n d


-
N o t e 4
Au g. ,2 0 0 9 10 8, 0 00
80 , 00 0

6, 6 60

66 , 60 0
Surplus capital increase 3 1 , 6 0 0 t h o u s a n d - N o t e 5
Oct. ,2 0 0 9 10 30 , 00 0
30 0 ,0 0 0

15 , 00 0

15 0 ,0 0 0
Cash capital increase 8 3 , 4 0 0 t h o u s a n d - N o t e 6
Au g. ,2 0 1 0 10 30 , 00 0
30 0 ,0 0 0

19 , 50 0

19 5 ,0 0 0
Surplus capital increase 4 5 , 0 0 0 t h o u s a n d
-
N o t e 7
Sep., 2 011 10 30 , 00 0
30 0 ,0 0 0

21 , 45 0

21 4 ,5 0 0
Surplus capital increase 1 9 , 5 0 0 t h o u s a n d - N o t e 8
Ap r., 2 01 2 10 30 , 00 0
30 0 ,0 0 0

23 , 95 0

23 9 ,5 0 0
Cash capital increase 2 5 , 0 0 0 t h o u s a n d - N o t e 9
Au g. ,2 0 1 2 10 30 , 00 0
30 0 ,0 0 0

25 , 14 7

25 1 ,4 7 5
Surplus capital increase 1 1 , 9 7 5 t h o u s a n d - N o t e 1 0
Ju l., 2 0 13 10 65 , 00 0
65 0 ,0 0 0

60 , 35 4

60 3 ,5 4 0
Surplus capital increase 3 5 2 , 0 6 5 t h o u s a n d - N o t e 1 1
Dec., 2 0 13 10 10 0 ,0 0 0
1, 0 00 , 00 0

67 , 89 9

67 8 ,9 9 0
Cash capital increase 7 5 , 4 5 0 t h o u s a n d - N o t e 1 2
J an ., 2 0 17 10 10 0 ,0 0 0
1, 0 00 , 00 0

69 , 40 7

69 4 ,0 6 5
Corporate
bond
conversion

1 5 , 0 7 5 t h o u s a n d
- N o t e 1 3
Mar., 2 0 17 10 10 0 ,0 0 0
1, 0 00 , 00 0

70 , 89 9

70 8 ,9 9 0
Corporate
bond
conversion

1 4 , 9 2 5 t h o u s a n d
- N o t e 1 4
Ju l., 2 0 17 10 10 0 ,0 0 0
1, 0 00 , 00 0

71 , 85 7

71 8 ,5 6 7
Corporate
bond
conversion

9 , 5 7 7 t h o u s a n d
- N o t e 1 5
Ju l., 2 0 17 10 10 0 ,0 0 0
1, 0 00 , 00 0

78 , 83 0

78 8 ,3 0 1
Surplus capital increase 6 9 , 7 3 4 t h o u s a n d - N o t e 1 6
Dec., 2 0 17 10 10 0 ,0 0 0
1, 0 00 , 00 0

80 , 57 2

80 5 ,7 2 3
Corporate
bond
conversion

1 7 , 4 2 2 t h o u s a n d
- N o t e 1 7
Mar., 2 0 18 10 10 0 ,0 0 0
1, 0 00 , 00 0

81 , 26 0

81 2 ,5 9 6
Corporate
bond
conversion

6 , 8 7 3 t h o u s a n d
- N o t e 1 8
Ju n. , 20 1 8 10 10 0 ,0 0 0
1, 0 00 , 00 0

81 , 95 4

81 9 ,5 3 7
Corporate
bond
conversion

6 , 9 4 1 t h o u s a n d
- N o t e 1 9
Oct. ,2 0 1 8 10 10 0 ,0 0 0 1, 0 00 , 00 0 82 , 18 1
82 1 ,8 0 5
Corporate
bond
conversion

2 , 2 6 8 t h o u s a n d
- N o t e 2 0
Dec., 2 0 18 10 10 0 ,0 0 0 1, 0 00 , 00 0 82 , 18 7
82 1 ,8 7 5
Corporate
bond
conversion

7 0 t h o u s a n d
- N o t e 2 1
Ju l., 2 0 19 10 10 0 ,0 0 0
1, 0 00 , 00 0

82 , 27 9

82 2 ,7 9 4
Corporate
bond
conversion

9 1 9 t h o u s a n d
- N o t e 2 2
Oct. ,2 0 1 9 10 10 0 ,0 0 0
1, 0 00 , 00 0

83 , 07 4

83 0 ,7 4 4
Corporate
bond
conversion

7 , 9 5 1 t h o u s a n d
- N o t e 2 3
Dec., 2 0 19 12 10 0 ,0 0 0
1, 0 00 , 00 0

83 , 45 2

83 4 ,5 1 6

Corporate bond
conversion
Treasury stock
cancellation
3 , 7 7 2 t h o u s a n d - N o t e 2 4
Feb ., 2 02 2 02 12 0 ,0 0 0
1, 2 00 , 00 0

83 , 35 2

83 3 ,5 1 6
Treasury stock
cancellation
1 , 0 0 0 t h o u s a n d
-
N o t e 2 5
Ap r., 2 02 2 04 12 0 ,0 0 0
1, 2 00 , 00 0

83 , 35 4

83 3 ,5 4 4
Corporate bond
conversion
2 8 t h o u s a n d
-
N o t e 2 6

Note 1: 90.12.27 Jing (90) No. 09033279280

Note 2: 92.10.27 Jingshou Zhongzi No. 09232861870

Note 3: 95.10.03 Jingshou Zhongzi No. 09532926440 Note 4: 97.10.15 Jingshou Zhongzi No. 09733261020 Note 5: No. 09832777800 of Jingshouzhongzi on 98.08.03 Note 6: 98.10.28 Jingshou Zhongzi No. 09833329390

Note 7: No. 09932490060 of Jingshou Zhongzi on 99.08.23 Note 8: 100.09.06 Jingshou Zhongzi No. 10032481050 Note 9: 101.04.18 Jingshou Zhongzi No. 10131902020 Note 10: 101.08.27 Jingshou Zhongzi No. 10132419010 Note 11: 102.07.17 Jingshang Zi No. 10201139110 Note 12: 102.12.18 Jingshang Zi No. 10201256770 Note 13: 106.01.04 Jingshang Zi No. 10501300750

Note 14: 106.03.09 Jingshang Zi No. 10601028470

Note 15: 106.07.13 Jingshang Zi No. 10601092960

Note 16: 106.07.25 Jingshang Zi No. 10601106180

Note 17: 106.12.14 Jingshang Zi No. 10601171020 Note 18: Jingshangzi No. 10701026080 on 107.03.15 Note 19: 107.06.22 Jingshang Zi No. 10701067400 Note 20: 107.10.03 Jingshang Zi No. 10701119640 Note 21: 107.12.26 Jingshang Zi No. 10701157950 Note 22: 108.07.08 Jingshang Zi No. 10801071380 Note 23: 108.10.24 Jingshang Zi No. 10801148670 Note 24 : 108.12.31 Jingshang Zi No. 10801181060 Note 2 5 : 111.02.10 Jingshangzi No. 11101014470 _ _ _ Note 2 6 : 111.04.19 Jingshang Zi No. 11101058240

51

B. General class of shares

Unit:share
Type of shares Approved share capital Remark
Shares outstanding Unissued shares total
Common
shares
88,375,353 (Note) 31,624,647 120,000,000 listing

Note: Including 1,125,000 treasury shares as of April 1, 2023 and 5,021,000 new shares of converted corporate bonds that have not been registered for change.

  • C. Information related to the comprehensive declaration system: there is no such case, so it is not applicable.

(2) Shareholder structure

hareholder structure hareholder structure
April 1,2023;unit : share
Shareholder
structure
Quantity


Government
agency
Financial
institution
Other legal
persons
Individual Foreign
institution
and outsiders
Total
Numbers ofpeople - - 194 28,835 34 29,063
Number of shares held - - 19,454,832 64,304,102 4,616,419 88,375,353
Shareholding ratio - - 22.01% 72.77% 5.22% 100.00%
  • (3) Shareholding dispersion

A. Common share:

hareholding dispersion
. Common share:
April 1, 2023; Unit:share
Shareholding classification Number of shareholders Number of shares held Shareholding ratio
1 to 999 19,221 292,133 0.33%
1,000 to 5,000 7,807 15,440,408 17.47%
5,001 to 10,000 1,056 8,342,554 9.44%
10,001 to 15,000 281 3,557,988 4.03%
15,001 to 20,000 214 3,964,154 4.49%
20,001 to 30,000 187 4,781,539 5.41%
30,001 to 40,000 94 3,381,033 3.83%
4 0,001 to 5 0,000 48 2,270,127 2.57%
50,001 to 100,000 88 6,267,541 7.09%
100,001 to 200,000 41 5,621,683 6.36%
200,001 to 400,000 15 3,824,715 4.33%
400,001 to 600,000 2 1,108,657 1.25%
600,001 to 800,000 2 1,318,000 1.49%
800,001 to 1,000,000 1 867,000 0.98%
1,000,001 or more 6 27,337,821 30.93%
Total 29,063 88,375,353 100.00%
  • B. Special share: No special share has been issued, so it is not applicable.

52

(4) List of major shareholders: shareholders whose shareholding ratio is more than 5% or whose shareholding ratio accounts for the top ten shareholders

lding ratio accounts for the top ten shareholders lding ratio accounts for the top ten shareholders lding ratio accounts for the top ten shareholders
April 1,2023 ; unit : share
Share
Major shareholder Name

Number of shares held
Shareholding ratio
Liao Wenjia 8,071,942 9.13
YunyongInvestmentCo.,Ltd. 7,500,865 8.49
Jieshi InvestmentCo.,Ltd. 5,830,415 6.60
Paide InvestmentCo.,Ltd. 3,754,599 4.25
Standard Chartered Managed Standard Chartered-External
Account Manager JP Morgan
1,055,000 1.19
Citi Trustee Berkeley CapitalSBL/PB Investment Account 867,000 0.98
HSBC Bank Custody Goldman Sachs International Investment
Special Account
688,000 0.78
Chen Lili 630,000 0.71
Chase Custodian JP Morgan Securities Co., Ltd. investment
account
569,400 0.64
Citi TrusteeUBSEuropeanSE Investment Account 539,257 0.61
  • (5) Share price, net worth, earnings and dividend information per share for the last two years

and as of the date of publication of the annual report

Unit: NT$; thousand shares

Item Year Year
2021
2022 As of
March 31,2023
Per share
market price
The highest 39.55 33.70 36.15
The lowest 20.00 20.50 26.20
The average 25.58 25.50 32.80
Per share
net worth
Before allocation 14.75 17.93 Not applicable
After allocation 13.78 17.50(Note 4) Not applicable
Per share
Surplus
Weighted average number of
shares
82,227 82,229 Not applicable
Earningsper share 1.29 1.21 Not applicable
Per share
dividend
Cash dividend 0.5 0.4(Note 4) Not applicable
Gratuitous
allotment
Surplus
allotment
0 Not applicable Not applicable
Capital reserve
allotment
0 Not applicable Not applicable
Accumulated unpaid dividends 0 0 Not applicable
ROI
Analysis
PE Ratio (Note 1) 19.83 21.07 Not applicable
Cost -to-earnings ratio (Note 2)
51.16
63.75(Note 4) Not applicable
Cash dividendyield (Note 3) 1.95% 1.57%(Note 4) Not applicable
  • Note 1: P/E ratio = average closing price per share in the current year/earnings per share. Note 2: Cost to profit ratio = average closing price per share in the current year/cash dividend per share.

  • Note 3: Cash dividend yield = cash dividend per share/average closing price per share for the current year.

  • Note 4: Once the resolution of the board of directors of the company is passed, it is planned to submit the report of the regular meeting of shareholders and handle it in accordance with relevant regulations.

  • (6) Dividend policy and implementation status of the company:

    • A. Dividend policy stipulated in the articles of association of the company

      • The company will consider the company's environment and growth stage, respond

53

to future capital needs and long-term financial planning, and meet shareholders' needs for cash inflow. If there is a surplus in the annual final accounts, it should first pay taxes to make up for previous years' losses, Ten percent shall be raised as the statutory surplus reserve, except when the statutory surplus reserve has reached the total capital, and another special surplus reserve may be raised according to business needs or regulations, and the board of directors shall prepare a distribution plan according to the following proportions, It is proposed to be distributed after approval by the general meeting of shareholders.

Shareholder dividends are based on the consideration of the current year's after-tax surplus and the accumulated undistributed surplus in the previous period. The amount of surplus to be distributed should not be less than 10% of the current year's after-tax surplus. Cash dividends should not be lower than the total amount of cash dividends and stock dividends. However, if the cash dividend per share is less than NT$0.1, it can be paid as stock dividend instead, but the distribution ratio can be adjusted depending on the company's future earnings and capital status. When the company has no profit, no dividends and bonuses will be distributed.

  • B. Situation of dividend distribution proposed by this year's shareholders' meeting The resolution of the board of directors of the company on April 13, 2023 was passed, and it was resolved to distribute NT$34,900,141 in surplus, and NT$0.4 per share. It is planned to submit the report of the regular meeting of shareholders on May 30, 2023 and handle it in accordance with relevant regulations.

  • C. Expected major changes in the dividend policy : None .

  • (7) The impact of the gratuitous allotment of shares proposed at this shareholders' meeting on the company's operating performance and earnings per share:

  • There’s no gratuitous allotment of shares proposed at this shareholders' meeting , so it is not applicable.

  • ( 8) Remuneration of employees, directors and supervisors

  • A. The ratio or range of remuneration for employees, directors and supervisors as stated in the company's articles of association:

    • According to the company's articles of association, if the company makes a profit in the year, it should allocate 1% to 15% as employee remuneration, which is distributed by the board of directors in the form of stock or cash distribution, and the distribution targets include employees of subordinate companies who meet certain conditions; the company The above-mentioned profit amount can be allocated, and the board of directors decides to allocate no more than 5% as remuneration for directors and supervisors. Proposals on employee remuneration and distribution of remuneration to directors

54

and supervisors shall be reported to the shareholders' meeting. However, if the company still has accumulated losses, it shall reserve the compensation amount in advance, and then allocate employee remuneration and director and supervisor remuneration according to the proportion mentioned in the preceding paragraph.

The proportion of remuneration distributed by directors is based on the overall evaluation and consideration of their participation in the company's operations and personal performance contributions. The considerations include, for example, the company's operational management capabilities, financial and business operating performance indicators, and comprehensive management indicators, and measure other special contributions or Major negative events ... etc. In addition, independent directors still receive fixed monthly remuneration.

The manager's remuneration includes salary and bonus. The salary is evaluated with reference to the industry standard and items such as professional title, rank, education (experience), professional ability and responsibility. The bonus is also based on the target achievement rate, profit rate, and operating efficiency. , contribution and other comprehensive project evaluation considerations.

Relevant managers receive employee remuneration and director remuneration must be reviewed by the remuneration committee, and then submitted to the board of directors for resolution.

  • B. The estimation basis for the estimated remuneration of employees, directors and supervisors in the current period, the basis for calculating the number of shares of employee compensation based on stock distribution, and the accounting treatment when the actual distribution amount is different from the estimated amount: The company's estimated employee and director remuneration is calculated in accordance with the company's articles of association, with 1% to 15% as employee remuneration and no higher than 5% as director remuneration. If the actual distribution amount is different from the estimated amount, it will be included in the next year profit and loss .

  • C. The distribution of remuneration approved by the board of directors

  • (a) The amount of employee remuneration distributed in cash or stock and the remuneration of directors and supervisors . If there is any discrepancy from the estimated amount of recognized expenses in the year, the discrepancy, reason and treatment shall be disclosed :

The company's pre-tax net profit in 2022 and estimated employee

55

remuneration of 2,119,983 and directors' remuneration of 1,059,991 in accordance with the company's articles of association were submitted to the resolution of the board of directors on March 9, 2023, and were all paid in cash. The annual recognized expenses and There is no difference in the amount of remuneration distributed by the board of directors.

  • (b) The ratio of the amount of employee remuneration distributed by stock to the total after-tax net profit and total employee remuneration in the individual or individual financial report of the current period: None.

  • D. The actual distribution of the remuneration of employees, directors and supervisors in the previous year (including the number of shares distributed, amount, and stock price), and if there is any difference between the remuneration of employees, directors and supervisors recognized, the difference, reason and Processing situation:

The 2022 annual shareholders' meeting resolution passed the 2021 year profit distribution plan. The employee remuneration was NT$2,227,997, and the director's compensation was NT$1,113,999. All of them were distributed in cash.

  • ( 9) Repurchase of the company's shares:

  • Those who have completed:

purchase of the company's shares:
. Those who have completed:
March 31 , 2023
Buyback session 5th time
Buybackpurpose Transfer employee
Buybackperiod 2018/10/30~2018/12/29
Buyback intervalprice(dollar) 20~40
Type and quantity of shares bought back (thousand shares) Common stock
1,125
Amount of shares repurchased(thousand) 32,679
The ratio of thepurchasedquantityto theplannedquantity (%) 75%
Number of shares that have been canceled and transferred (thousand
shares)
0
Cumulative number of shares held in the company (thousand shares) 1,125
The ratio of the cumulative number of shares held in the company to
the total number of issued shares(%)
1.35%
  1. Those still in implementation: None.

56

2. The handling of corporate bonds:

  • (1) Issuance and conversion
Types of corporate bonds Types of corporate bonds The 2nd domestic unsecured conversion of
corporate bonds
The 3rd domestic unsecured conversion of
corporate bonds
Issue (processing) date December 13 , 2019 March 10, 2022
Denomination NT$ (the same below) 100 thousand NT$ (the same below) 100 thousand
Issue and trading place Not applicable (non-overseas corporate
bonds)
Not
applicable
(non-overseas
corporate
bonds)
Issue price NT$100.50 NT$100.00
Lump sum NT$500,000 thousand NT$500,000 thousand
Interest rate 0% 0%
Term 5-year term ; Maturity Date :Dec.13,2024 5-year term ; Maturity Date :Mar.10,2027
Guarantee agency None None
Trustee Taishin International Bank Chang Hwa Commercial Bank, Ltd. Trust
Office
Underwriting agency Taishin Securities Co.,Ltd. President Securities Corporation
Attorney Qiu,Yawen Qiu, Yawen
CPA Chen, Peide; Lin, Wenqin Chen, Peide, Chen, Junhong
Repayment method Repayment once due Repayment once due
Outstanding principal NT$74,400 thousand NT$356,400 thousand
Redeem or advance
terms of settlement
Detailed issuance and conversion method Detailed issuance and conversion method
Restrictions Detailed issuance and conversion method Detailed issuance and conversion method
Credit rating agency name, rating
date, corporate bond rating results
Not applicable Not applicable
Other
right
attached
Amount of converted
(exchanged
or
subscribed) ordinary
shares,
overseas
depositary receipts or
other securities as of
the publication date
of the annual report
None None
Issuance
and
conversion
(exchange
or
subscription) method
Detailed issuance and conversion method Detailed issuance and conversion method
Issuance and conversion, exchange
or subscription methods, issuance
conditions on possible dilution of
equity and impact on existing
shareholders' rights and interests

Based on the current conversion price of
NT$34.70 and the issuance balance of
NT$74,400 thousand, the equity dilution ratio
is about 2.37 %.
Based on the current conversion price of
NT$28.60 and the issuance balance of
NT$356,400 thousand, the equity dilution
ratio is about 12.36 %.
The name of the entrusted
custodian of the exchange target
Not applicable Not applicable

57

Types of corporate bonds Types of corporate bonds The 4th domestic unsecured conversion of corporate bonds (processing)
Issue ( processing ) date April 17, 2023
Denomination NT$ (the same below) 100,000
Issue and trading place Not applicable (non-overseas corporate bonds)
Issue price NT$100.00
Lump sum 400,000 thousand
Interest rate 0%
Term 5 years
Guarantee agency None
Trustee Changhua Commercial Bank Co., Ltd. Trust Office
Underwriting agency Uni-President Securities Co., Ltd.
Attorney Qiu Yawen
CPA Chen Peide, Chen Junhong
Repayment method Repayment once due
Outstanding principal 400,000 thousand
Redeem or advance
terms of settlement
Detailed issuance and conversion method
Restrictions Detailed issuance and conversion method
Credit rating agency name, rating
date, corporate bond rating results
Not applicable
Other
right
attached
Amount of converted
(exchanged
or
subscribed) ordinary
shares,
overseas
depositary receipts or
other securities as of
the publication date
of the annual report
None
Issuance
and
conversion (exchange
or
subscription)
method
Detailed issuance and conversion method
Issuance and conversion, exchange or
subscription methods, issuance
conditions on possible dilution of
equity and impact on existing
shareholders' rights and interests
Not applicable
The name of the entrusted custodian
of the exchange target
Not applicable

58

  • (2) Conversion of corporate bond information
Types of corporate bonds Types of corporate bonds The 2nddomestic unsecured conversion of corporate bonds The 2nddomestic unsecured conversion of corporate bonds The 2nddomestic unsecured conversion of corporate bonds The 2nddomestic unsecured conversion of corporate bonds The 2nddomestic unsecured conversion of corporate bonds
Year
2019
2020 2021 2022 As of
Item 2023/3/31
Convert the
market price of
corporate
bonds
Highest 92.70
98.20

109.90

103.75

107.00
Lowest 86.20
77.05

91.85

100.15

101.5
Average 91.19
89.15

100.50

101.79

102.86
Conversion price 39.00
36.10

35.40

34.70

34.70
Issue (processing) date Issued date : December 13 , 2019
Conversion price at the time of
issue
Conversion price at the time of issuance: NT$ 39.00
Fulfillment of conversion
obligations
Issuance of new shares
Types of corporate bonds Types of corporate bonds
Year
2022
As of
Item 2023/3/31
Convert the
market price of
corporate bonds
Highest 107.00
123.00
Lowest 93.20
100.20
Average 102.81
110.01
Conversion price 28.60
28.60
Issue (processing) date Issued date : March 10 , 2022
Conversion price at the time of issue Conversion price at the time of issuance: NT$ 29.20
Fulfillment of conversion obligations Issuance of new shares
  1. Handling status of special shares: None.

  2. Handling status of overseas depositary receipts: None.

  3. Handling of employee stock option certificates: None.

  4. Handling of new shares with restrictions on employee rights: None.

  5. Handling of mergers and acquisitions or transfer of shares from other companies to issue new shares: None.

59

  1. Fund utilization plan and implementation:

  2. (1) The third domestic unsecured conversion of corporate bonds in 2022:

    • This project is all used to repay the bank loan. The debt was fully collected on March 8, 2022, and the bank loan of 500,000 thousand was repaid in the first quarter of 2022.
  3. (2) The fourth domestic unsecured conversion of corporate bonds in 2023 (in process):

    • A. Total funds required for this project: NT$ 400,000 thousand.

    • B. Source of funds: Issue of the fourth unsecured convertible corporate bond. It is expected to issue 4,000 bonds, each with a denomination of NT$100,000, issued in full face value, with a coupon rate of 0% . The issuance period is five years, and it is expected to raise funds NT$ 400,000 thousand.

    • C. Project planning and estimated progress

Unit: NT$thousand
Project / Plan Expected
Completion
Date
Total funding
required
Estimated Fund Utilization
Progress
2023
Firstquarter
Repay bank loan Second quarter
of 2023
400,000 400,000
Total 400,000 400,000

D. Expected benefits

This project is expected to be completed in the second quarter of 2023. The total amount of funds required is NT$400,000 thousand, all of which will be used to repay bank loans. In addition to effectively reducing the company's financial burden, reducing bank dependence and improving the financial structure In addition, it can improve solvency, reduce operational risks, and increase the space for flexible use of funds, which is beneficial to the overall operational development. In addition, if the interest rate of the bank loan to be repaid this time is 1.73%~2.18%, it is estimated that after the repayment of the loan, the interest expense can be saved about 4,585 thousand in 2023, and the interest expense can be saved about 7,860 thousand per year starting from 2024.

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  • V. Operation Overview

  • Business Activities

  • (1) Business scope:

    • A. The main activities of the company's business:

The company's current main business is the manufacture and sale of industrial computers and gaming machines. At the same time, it also provides motherboard processing business for security control and communication. The business items listed in the profit-seeking enterprise registration certificate are as follows:

CC01060 Manufacturing of wired communication machinery and equipment CC01070 Manufacturing of wireless communication machinery and equipment. CC01080 Manufacturing of electronic components. F401010 International trade industry. F113020 Wholesale of electrical equipment. F213010 Retailing of electrical equipment. F113070 Wholesale of telecommunications equipment. F213060 Retailing of telecommunications equipment. CC01101 Manufacturing of telecommunications control the radio frequency equipment

  • B. Operating ratio of main products
erating ratio of main products erating ratio of main products erating ratio of main products
B.
Unit: NT$ thousand
Year
value
Items

2022
Revenue Proportion of business (%)
Gaming and Industrial Computers 841,118
30
Aerospace and Defense Industry 1,935,562
70
Total 2,776,680
100
  • C. The company's current commodity (service) items

At present, the company is mainly specialized in the manufacturing and sales of gaming machines, industrial computers, aerospace ancillary equipment and spare parts. The main product items include the following:

  • (a) Gaming machines: gaming machines and their components such as gaming boards, barebone systems, player tracking systems, and machine frames.

  • (b) Industrial computer: all kinds of industrial computer motherboards and their components.

  • (c) Aerospace products: various wiring harnesses, customized cables, chassis wiring for the aerospace industry, etc.

  • D. New product (service) items planned to be developed

  • (a) Mechanisms: Develop power supply frames for light and thin intelligent system products, mainly used in gaming and intelligent system products.

  • (b) Electronics: the development of thin and light low-power embedded computers

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and peripheral products, mainly used in gaming, industrial computers and peripheral products. Development of ultra-thin gaming machine frame .

  • (2) Industry overview

  • A. Current status and development of the industry

    • (a) Gaming industry:

Gaming business is composed of casinos, lottery ticket companies, sports and other gaming companies, online gaming that has grown rapidly in recent years, and software and hardware suppliers that rely on gaming games for profit, such as gaming machine integration manufacturers, software developers and upstream systems Composed of manufacturers, etc. In the past, the gaming industry suffered from the negative perception of the public, making it strictly regulated and prohibited by government laws and regulations. However, in recent years, the gaming industry has driven the development of related tourism industries, such as tourist hotel industry, entertainment industry, travel industry, and conferences. The exhibition industry, shipping industry and catering industry, etc., coupled with the economic uncertainty around the world and the reduction of government revenue, many governments hope to use the open game market as a means of developing tourism peripheral industries or revitalizing the economy, and will legally Gaming activities are regarded as one of the important policy tools to assist the government in balancing the budget.

The so-called gaming entertainment (Casino) is a "game" that is licensed by the government or has legal protection. It is a legal and strictly regulated gambling behavior. Gaming entertainment”, the current global land-based gaming market is mainly located in Las Vegas, Atlantic City, Macau, Singapore, etc., and the latter is like a casino attached to a cruise ship . Gaming entertainment is roughly divided into two categories according to the differences in gameplay: slots and table games (including baccarat, blackjack, roulette machines, dice machines, bingo machines, bobbins, etc.) Among them, the slot machine is very popular among players because of its enduring design and simple gameplay. Therefore, it has become a must-have classic machine for every gaming casino, and it is also one of the main sources of income for the gaming industry .

At present, the main development direction of the global tourism industry is the combination of recreation, leisure, sightseeing, shopping, amusement parks and casinos. Among them, the tourism mode of casinos combined with leisure and sightseeing has become a future development trend, such as the Venetian Hotel in Macau, Genting Sentosa in Singapore and Marina Bay Sands Hotel, etc. The business model of this complex leisure resort has transformed casinos from pure casino games into modern commercial, leisure and entertainment activities, and has become an important part of the tourism industry. In the future, the Asia-Pacific region is expected to become the largest gaming market in the world,

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with huge market opportunities.

The gaming industry has gradually become a common development trend in all countries around the world. The main reason is that in the past, the public had a negative perception of the gaming industry and the industry was strictly regulated by government laws and regulations. However, the recent development of the gaming industry has driven local economic growth and development. Tax contribution, and drive the economic benefits of surrounding industries ( sightseeing, transportation, aviation construction, etc. ) It is regarded as a part of Leisure Industry .

In addition, the gaming equipment requires high stability and safety, and considering its cost, most gaming operators outsource the manufacturing of gaming machines. Taiwan has a very complete supply chain for gaming-related components and electronic components, and can meet the requirements Foreign manufacturers require customization, so Taiwanese manufacturers occupy a considerable proportion of the global gaming console market. To sum up, the combination of sightseeing and recreation in the gaming business is the future development trend of the world. As long as the service quality and characteristics are established and improved, it will definitely bring economic benefits and value to the country.

B. Industrial computer industry:

==> picture [405 x 232] intentionally omitted <==

Observing the production and sales performance of China's industrial computer manufacturing industry (see the table above), in the third quarter of 2022, it will benefit from the growth in demand for industrial Internet of Things, transportation, smart medical care, and smart finance, as well as the ferment of unblocked business opportunities, entertainment, gaming, etc. Customers’ demand for lottery machines, self-service, smart retail and other related products has increased strongly, and the shortage of parts and components has gradually eased, and the improvement in

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shipping time will help drive shipments. However, some manufacturers are indirectly affected by the war between Russia and Ukraine. The shipment performance in the European market, as well as China's adherence to the general policy of "dynamic clearing" in order to control the epidemic. Under the upgrade of epidemic prevention measures and the adjustment of dealers' inventory, the order receiving situation continues to be weak. The overall sales growth is strong. Therefore, in the third quarter of 2022, the sales value of China's domestic industrial computer manufacturing industry will be 14.67 billion, with an annual growth rate of 31.57%.

Entering the fourth quarter of 2022, although customers from the manufacturing, retail, financial and gaming industries are replacing old ones with new ones, digital transformation, etc., the demand for industrial computers has increased, and the shortage of parts and components has eased significantly. Coupled with the injection of new orders, the strength of shipments continues to grow. However, geopolitical risks still exist, inflation and interest rate hikes will affect the global economy, which will further cause some customers to turn conservative in purchasing goods, and the base period in the same period in 2021 will be at a high point. Therefore, it is estimated that in the fourth quarter of 2022, the prosperity of my country's domestic industrial computer manufacturing industry will show a slowdown in growth.

The application fields of industrial computers are diverse, covering industrial control, retail, medical care, gaming, and network communications. In the field of ESG (Environment Social Governance, environmental protection, social responsibility, and corporate governance), countries have successively announced net-zero carbon emission plans. my country The European Union will compulsorily disclose carbon emissions from 2023 to drive all industries towards carbon-neutral and net-zero goals, and the AIoT (Artificial Intelligence Internet of Things) technology of industrial computers must conduct carbon emissions for IoT terminal devices and sensors Collecting and tracking, and implementing data analysis through artificial intelligence will help achieve the goal of carbon reduction and emission reduction, and thus drive manufacturers in this industry to invest in ESG-related fields one after another. To sum up, manufacturers in this industry are actively deploying ESG business opportunities, reducing energy and costs to achieve ESG goals by expanding and promoting ESG solutions, and creating new growth momentum for operations.

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C. Aerospace industry:

As the world continues to loosen epidemic prevention policies and border controls in 2022, people around the world will rapidly increase their willingness to travel across borders, prompting a strong recovery in passenger capacity on domestic and international routes in North America, Europe and other regions. According to the International Air Transport Association ( According to statistics from IATA, global air passenger traffic in the first 10 months of 2022 has recovered to 74% of 2019 (before the epidemic), driving demand for new passenger aircraft to pick up. The annual growth rate also reached 35% and 8%, which effectively boosted the order volume of related parts manufacturers in China and injected strong growth momentum into the sales value of this industry. The sales value of this industry from January to October 2022 will reach 260.03 billion, a significant increase of 31.58% over the same period in 2021 (see Table 1 below for details).

==> picture [411 x 194] intentionally omitted <==

Looking at the fourth quarter of 2022, as the demand for civil aircraft continues to rise, it will help OEMs increase production capacity and push up orders for related parts in this industry, which will continue to inject strong sales value into the industry. At the same time, domestic military aircraft and The related maintenance business is also conducive to the increase in the procurement of peripheral parts. Therefore, it is estimated that in the fourth quarter of 2022, the prosperity of my country's aircraft and its parts manufacturing industry will show a pattern of substantial growth.

In addition, with regard to the current status of the low-orbit satellite industry in the aerospace industry, my country's entry into the low-orbit satellite industry is mainly through the existing advantages of the information and communication industry, mainly based on hardware equipment manufacturing. The low-orbit satellite industry can be divided into satellite The main body and the ground equipment are two parts. At present, the regional market of the satellite Internet of Things is still mainly in North America, while the low-orbit satellites are mainly used for communication tasks, and the future market development trend is towards large quantities, miniaturization, light weight, and low-cost deployment.

With the loosening of national epidemic prevention policies and border control, the number of cross-border tourists has gradually recovered. The International Air Transport Association (IATA) predicts that the global passenger capacity will exceed the pre-epidemic level in 2023, which will help the demand for civil aviation aircraft to rise ; Furthermore, in order to implement carbon reduction targets and implement ESG responsibilities, various airlines have driven the demand for replacement of old

65

aircraft and promoted the willingness of many companies to actively order new aircraft, thus keeping the orders of international OEMs at a high level, resulting in the The order visibility of most manufacturers in the industry is clear.

As for upstream raw materials, although it is estimated that the demand for raw materials such as aluminum metal will maintain a situation of slightly more than the supply in the short term, which will drive the price of raw materials to fluctuate at a high level. Parts manufacturers in this industry have relatively advantages in terms of price negotiation, and are expected to gradually increase their selling prices, which will help transfer operating costs to downstream manufacturers. Therefore, the operating environment of this industry is in a relatively favorable pattern, and it is estimated that in the first half of 2023 The prosperity of my country's aircraft and its parts manufacturing industry will continue to show growth.

In addition, the number of aerospace satellites launched in low and medium orbits has grown rapidly after 2017. After the launch of the SpaceX Starlink project in 2019, there has been a leap-forward growth. According to the sources of NSR and the International Institute of Obstetrics and Sciences of the Industrial Technology Research Institute, in 2022 The global satellite IoT and M2M output value is expected to reach US$1 billion, and it is estimated that it will reach US$2.26 billion in 2030, with a CAGR of about 10.7% in 2022-2030

  1. The relationship between the upper, middle and lower reaches of the industry A. Gaming industry:

In the ecosystem of the gaming industry, operators such as casinos or amusement parks put forward the procurement requirements of gaming machines to the system integrator (SI). However, because the system integrator mainly focuses on software manufacturing, the hardware part of the machine is entrusted to the upstream Mainboard or hardware manufacturers, and finally sold to downstream casino operators by system integrators after combining hardware and software (details below), and Parpro Corporation Company is a manufacturer of gaming machines and related components. It is located upstream of the gaming industry. The upper, middle and lower reaches of the gaming industry are listed below:

==> picture [400 x 231] intentionally omitted <==

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B. Industrial computer industry:

Industrial computer products are mainly computer-centric. The upstream component suppliers provide components such as IC, CPU, PCB board, liquid crystal display and casing, and the midstream is industrial control cards, single-board computers, embedded computers and bare-bones products. , domestic industrial computer manufacturers are mostly located in the middle reaches of the industrial chain, while the downstream sales part is to meet the needs of various markets, and because industrial computer products have a high degree of system integration and a wide range of product applications, most industrial computers are sold through system integrators (SI) ) or distributors to develop local potential customers, provide technical support nearby, or sell to relevant academic research institutes for system integration or testing. The correlation between the upper, middle and lower reaches of the industry can be illustrated as follows:

==> picture [419 x 158] intentionally omitted <==

C. Aerospace industry:

The company's main products are aerospace accessory equipment and its components . Its main product, electronic wiring harness, is used in aerospace equipment. It is in the middle reaches of the industrial chain, and its upstream is the raw material industry. It is mainly divided into metal materials, plastic materials, Electroplating materials and copper wire are the four major parts, and the downstream is the application products of various electronic wiring harnesses and integrated assembled products. Its application fields span aerospace, automobile and defense industries and other industries.

==> picture [402 x 179] intentionally omitted <==

67

  1. Various development trends and competition situations of products A. Gaming industry:

As more casinos (CASINOs) in Genting Casino in Malaysia, South Korea, Singapore and Vietnam in the communist country , and there are currently 140 locations in the world. The above countries are used as one of the important policy tools to develop or revitalize the tourism market and to assist the government in balancing the budget. In addition, the Golden Triangle area bordering Japan, Myanmar, Thailand and Laos (Laos) is also planning and building a modern casino to reap the huge benefits brought by gaming activities. In the future, the Asia-Pacific region is expected to become the largest gaming market in the world . For example, the Singapore government has attracted the Genting Group of Malaysia and the Sands Group of the United States to build the "Resorts World Sentosa" (Resorts World Sentosa) and "Marina Bay Sands" (Marina Bay Sands) has two integrated resorts with casinos; Macau is benefiting from the fact that Chinese VIP customers have leapt to the world's largest casino (CASINO) , and its gaming revenue has already surpassed that of Latin America. Las Vegas is more than six times; In addition to the above, the Philippines and Vietnam are also competing to carve up the Asian market with a number of large casinos. The tourism and gaming industry (casino or gaming industry) is not just about gaming, but also includes tourist hotels, entertainment, tourism, convention and exhibition, shipping, catering, etc. The development of the gaming industry will bring many surrounding business opportunities and create jobs. Chance.

  • B. Industrial computer industry:

Looking forward to the performance of the industry in the first half of 2023, various regional markets are actively promoting new infrastructure construction, and the visibility of orders in fields such as the Industrial Internet of Things and enterprise digital transformation is clear, which will help drive the shipment of smart application products such as automation, 5G, and AIoT, and solve the problem. Business closure opportunities continue to ferment, which also boosts the shipment performance of lottery machines, self-service, smart retail and other related products, as well as the accelerated production capacity optimization and carbon emission management of various enterprises, which are expected to drive ESG business opportunities, coupled with delays affected by material shortages Orders are shipped one after another, all of which will boost the growth of industrial computer shipments.

However, the world continues to face challenges such as inflation, interest rate hikes, and geopolitical risks. The cooling of the international economy will affect customers' willingness to place orders or adjust orders, thereby depressing the overall growth momentum. To sum up, benefiting from the increase in demand in

68

most downstream application markets, it will help drive the growth of shipments in this industry, but the cooling of the international economy will cause some customer orders to show signs of slowing down. Therefore, it is estimated that in the first half of 2023, my country's The prosperity of the industrial computer manufacturing industry will show a trend of slowing down.

(3) Aerospace industry:

Looking forward to the first half of 2023, as the global aviation industry has gradually recovered and will continue to grow, it will help increase the demand for civil aviation aircraft and drive manufacturers in this industry to invest in engines and related parts, aircraft fuselages, landing gear and other structural parts. Orders are rising, and although raw material prices are not likely to fall back in the short term, as aircraft-related parts are still in short supply, domestic suppliers are expected to increase product prices and pass on operating costs to downstream manufacturers. Therefore, in the first half of 2023, my country's The prosperity of the aircraft and its parts manufacturing industry can be regarded as the growth trend.

  • (3) Overview of Technology and R&D

  • A. Research and development expenses invested in the most recent year up to the date of publication of the annual report

publication of the annual report publication of the annual report
Unit: NT$thousand
Year
Item

2022
A. Research and development costs 7,594
B. Net Operating Income 2,776,680
A/B 0.27%
  • B. Technologies or products successfully developed in the most recent year and as of the publication date of the annual report

The company attaches great importance to research and development. In addition to investing manpower in Taiwan to be responsible for product research and development, there is also a research and development team in the United States to accelerate the speed of integrated product development and grasp the pulse of the market. So far, the company has launched Intel Bay Trail and Haswell platform and other architecture system platforms, as the application of intelligent systems and aerospace peripheral products, and also launched new versions of thin and light intelligent Single Stand and Extend Stand and other system products, which shows that the company has invested in key Efforts in the development of innovative components, and the strength of new product research and development.

In addition to continuing the current unfinished products and extending the existing series to expand product specifications, the company will continue to develop new/old product series with high added value and market competitiveness for different market segments and application fields, and actively expand emerging demand markets , innovation and development of diversified application fields; in addition, the company

69

controls the progress of research and development by project, and always pays attention to the development of science and technology, product trends, the situation of competitors in the same industry, changes in the supply and demand of the sales market and material supply market, etc. Factors that may affect the success of research and development , to ensure that the R&D plans can meet market demands and be completed on schedule.

  • (4) Long-term and short-term business development plans

Since its establishment, the company has focused on the excellent quality and stability of products, and actively contacted customers and the market. With the expansion of customers and the growth of the market, the company has successfully laid the foundation for product quality and company image in customer evaluations. Gradually occupy a place in the market . In response to industry development trends and domestic and foreign market competition, we hope to enrich the company's strength and enhance overall production capacity and competitiveness through the practice of the following long-term and short-term development plans.

  1. Short-term business development plan

  2. Fully understand customer needs and market information, and actively communicate product specifications and quality requirements with customers to improve the consistency of production in the factory to improve quality stability.

  3. Provide customers with convenient and fast services, consolidate existing customer relationships, and actively start the development of new customers, and continue to expand sales and market share.

  4. Actively maintain a good partnership with upstream and downstream manufacturers, so that the cooperative manufacturers can fully cooperate, the product cost is more competitive, and the sales network is more smooth.

  5. Deeply cultivate the three major fields of gaming, industrial computers, aerospace and national defense , and diversify the risk of concentrating on a single industry.

  6. Strengthen the research and development of key components and new product lines, such as high-speed spindle, high-speed feed and other products.

  7. Strengthen inventory and accounts receivable management, reduce capital demand, and reduce capital costs.

  8. Long-term business development plan

  9. Actively set up other overseas bases to improve the timeliness and quality of after-sales service and the functions of real-time technical support. Actively establish distributor channels for undeveloped countries or regions.

  10. Cultivate international marketing talents and fully grasp international market information to achieve the goal of internationalization.

  11. Utilizing the funds in the capital market allows the company to have more sufficient resources for the company's financial and capital use in the face of market competition, so as to obtain the company's continuous growth.

70

  • Through acquisitions or strategic alliances, go deep into the upstream and downstream supply chains, and actively seek a vertical integration model to effectively develop new products and new business areas.

  • Strengthen the research and development of key components and new product lines.

  • Develop the Taiwan head office to be upgraded to a research and development, manufacturing and financial control center. In addition, it can quickly grasp market information, new product design and technology, and market strategy information in response to the changing environment of the global economy. This management model can Pave the way for future multinational enterprise management.

  • Market and Production and Sales Overview

(1) Market analysis

  1. Sales (supply) regions of main products (services)
Unit: NT$thousand Unit: NT$thousand
Year
Sales regions
2022
Sales Ratio(%)
Domestic sales 455 0.02
Asia 5,298 0.19
Europe 45,813 1.65
America 2,725,114 98.14
Total 2,776,680 100.00

2. Market share

The gaming, industrial computer and aerospace products of the company and its subsidiaries are industries with a small amount of variety and a high degree of customization. The R&D team gradually obtains and maintains the trust relationship of major customers, and continuously introduces new products and develops new markets, upholds innovative technology, improves customer satisfaction, and expects to become a world-class leader in its industry field. However, because there is no statistical data from institutions with credibility in China for reference, it is impossible to clearly know the market share of the company. However, the industry prospects of the three fields in the future are promising, so it is expected that the company and its subsidiaries will continue to improve Market position in the industry.

  1. The future supply and demand situation and growth of the market

  2. (1) Gaming Industry

As more casinos (CASINOs) in Genting Casino in Malaysia, South Korea, Singapore and Vietnam in the communist country , and there are currently 140 locations in the world. The above countries are used as one of the important policy tools to develop or revitalize the tourism market and to assist the government in balancing the budget. In addition, the Golden Triangle area bordering Japan, Myanmar, Thailand and Laos (Laos) is also planning and building a modern casino

71

to reap the huge benefits brought by gaming activities. In the future, the Asia-Pacific region is expected to become the largest gaming market in the world . For example, the Singapore government has attracted the Genting Group of Malaysia and the Sands Group of the United States to build the "Resorts World Sentosa" (Resorts World Sentosa) and "Marina Bay Sands" (Marina Bay Sands) are two integrated resorts with casinos; Macau is benefiting from the fact that Chinese VIP customers have jumped to the world's largest casino (CASINO) . In addition to the above, the Philippines and Vietnam Many large casinos are also competing to carve up the Asian market; and the Japanese government has passed the "Comprehensive Resort Development Law" including the construction of casinos. Japan can set up casinos in up to 3 integrated resorts in Japan, including Osaka, Tokyo, and Yokohama. Local governments are eager to try. It is expected that the first casino will be opened before 2025 at the earliest. They also hope that by setting up casinos to increase revenue, it will be used for the operation of large-scale international conference venues and theaters to boost the growth strategy of the Japanese economy. , in order to attract more foreign tourists visiting Japan. The tourism and gaming industry (casino or gaming industry) is not just about gaming, but also includes tourist hotels, entertainment, tourism, convention and exhibition, shipping, catering, etc. The development of the gaming industry will bring many surrounding business opportunities and create jobs. Chance.

  • (2) Industrial computer industry

Observing the operating situation of major manufacturers in this industry in 2022, benefiting from the increase in demand for industrial computers , the injection of new orders and the alleviation of the shortage of parts and components , the industry is actively digesting the orders in hand, coupled with foreign exchange benefits and other non-industry contributions, resulting in the revenue of most manufacturers And profits show a growth trend. Although some customers have become more conservative in purchasing goods, and the increase in the base period and the Russia-Ukraine war have indirectly affected the shipment performance in the European market, but the demand for factory automation, smart retail, self-service, gaming or infrastructure-related fields has increased, which still drives up the cost. The consolidated revenue of major manufacturers in the industry is generally showing a growth trend , which shows that Chinese manufacturers in this industry continue to optimize their production lines in Taiwan, and they are optimistic about the future growth of industrial computers .

  • (3) Aerospace industry

In 2021 , due to the impact of the epidemic, the international civil aviation business has not yet fully recovered its momentum. However, due to the steady demand for military orders such as "national aircraft and national manufacturing" in China, and the strong rebound in global trade volume in the post-epidemic period, the demand

72

for conversion of passenger aircraft to cargo aircraft has increased significantly. At the same time, major international machine manufacturers are optimistic about the future of aviation and gradually increase their production capacity, which is conducive to the recovery of orders from related suppliers in this industry, which will promote the prosperity of China's aircraft and its parts manufacturing industry in 2021 compared with 2020. (see details Table 1 below) In addition, in 2022 , border controls around the world will become increasingly loose, which will drive people's willingness to travel internationally, and the recovery of passenger load on North American and European routes will be the strongest, prompting international OEMs and Tier-1 parts manufacturers to increase their interest in this industry The rapid increase in the strength of the goods, coupled with the fact that domestic higher education aircraft have entered the mass production stage, and the demand for military aircraft is stable, will make the prosperity of China's aircraft and its parts manufacturing industry show a growth trend in 2022 .

==> picture [405 x 203] intentionally omitted <==

  1. Competitive Niche

  2. Industry business opportunities continue to be optimistic.

  3. The market positioning is clear and the product line is complete.

  4. Planned and flexible production to grasp market opportunities.

  5. With strong research and development capabilities, the products have been repeatedly recognized.

  6. Flexible, fast and stable quality customized technology.

  7. Professional marketing, R&D, and manufacturing teams.

  8. With "process design and innovation, manufacturing and pragmatism, service and quality first", we will stick to our commitments to customers, suppliers, employees, shareholders and all stakeholders.

  9. Favorable and unfavorable factors and countermeasures for development prospects

  10. (1) Favorable factors:

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  • A. Targeting a niche product market

  • B. Fast delivery and stable quality

  • C. Have a well-organized excellent R&D, marketing and manufacturing team

  • D. Capacity utilization is flexible and efficient , and has a small amount of diverse mass production capacity

  • E. Diversified product management, reducing operational risks

  • F. Tailor-made customer service, attach importance to customer commitments and establish a good cooperative relationship

  • (2) Unfavorable factors:

  • A. Customized production is characterized by a small amount of variety. The production scale of a single product cannot be compared with a large number of standardized products. The production cost and parts procurement cost will be relatively high.

Countermeasures:

Tailor-made high-value-added application products with market advantages for customers, and provide technical solutions to expand the differences with market standard products and avoid the vicious circle of low-cost competition in the same industry. In addition , through strategic procurement, the cost and inventory of key components are controlled.

  • B. The scale of competitors in the same industry is getting bigger and bigger, and there is a tendency to combine or strategic alliance with international manufacturers to seize the market.

Countermeasures:

To strengthen cooperation with customers, in addition to being committed to improving yields and shortening delivery times to meet customer requirements, we also look forward to strategic alliances and cooperation with international major manufacturers to strengthen our company's competitiveness.

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  • (2) Important uses and production processes of main products

  • Important uses of main products

mportant uses of main products
Main product Important purpose
Gaming
machine
It is widely used in the manufacture of complete machines
and parts of international first-line gaming machines
(mainly slot machines), including single-board boards,
barebone systems,machines,andplayer trackingsystems.
Industrial
computer
Including the manufacture of various industrial computer
motherboards, the products are widely used in security
control , testing , transportation and other industrial
purposes, with the characteristics of high stability and
strongenvironmental endurance.
Aerospace
related products
Including the manufacture and sales of components for
communication, control, and signal transmission harnesses
in the aerospace industry.
  1. Production process

A. Gaming and industrial computer

==> picture [353 x 329] intentionally omitted <==

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

SMT
目檢
DIP
Touch Up
OK
OK
組裝
燒機 Burn-In
NG
OK
測試 Testing
維修
NG OK
維修
成品檢驗
入庫
----- End of picture text -----

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B. Aerospace and Defense Industry

  • (a)Electrical

==> picture [464 x 316] intentionally omitted <==

==> picture [50 x 11] intentionally omitted <==

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

(c)Metals
----- End of picture text -----

==> picture [408 x 274] intentionally omitted <==

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  • (3) Supply status of main raw materials

The company's current supply of main raw materials is as follows:

raw material source of supply Availability
SSD & DDR APACER Stable supply
IC AVNET,ARROW Stable supply
VIDEO CARD AVNET Stable supply
POWER SUPPLY FSP Stable supply
  • (4) List of major purchase and sales customers in the last two years

Names of customers who accounted for more than 10% of the total purchase (sales) in any of the most recent two years, their purchase (sales) amount and proportion, and reasons for their increase or decrease:

  • (1) Major purchasers:

Company A is one of the main purchasers of the company. The increase in its purchase amount in 2022 was mainly due to the fact that the new crown epidemic has gradually slowed down and the global market has gradually unblocked, which has driven the increase in demand for our company's product shipments.

Unit: NT$ thousand

Unit: NT$thousand Unit: NT$thousand
Item 2021 2022
Name Amount Accounted for the
whole year
Relationship
with Issuer
name the
amount
Accounted for
the whole year
Relationship
with Issuer
Net sales ratio (%) Net sales ratio
(%)
1 Company
I

47,807

3.44

-
Company
I

185,323

10.04

None
Other Other 1,340,434
96.56

-
other 1,659,872
89.96

-
Net
Purchase
1,388,241
100

-
Net
Purchase
1,845,195
100

-
  • (2) Main sales customers:

In 2 years, these 3 customers were all listed as the top 3 customers of the company, and they have been one of the main cooperative customers of the company for many years. In 2022, due to the unblocking of the epidemic, the shortage of raw materials eased, and the recovery of industrial demand led to a steady increase in sales .

Unit: NT$ thousand

Unit: NT$thousand Unit: NT$thousand
project 2021 2022
Name Amount Accounted for
the whole year
Relationship
with Issuer

name
the
amount
Accounted
for the whole
year
Net sales
ratio(%)
Relationship
with Issuer
Net sales ratio
(%)
1 Company
A
420,278
20.03

None
Company
A
708,026
25.50
None

77

2 Company
D
339,095
16.16

None
Company
D

348,575

12.55

None
3 Company
P
288,473
13.75

None
Company
P

299,284

10.78

None
Other Other 1,050,102
50.06

-
Other 1,420,795
51.17

-
Net sales 2,097,948
100

-
Net sales 2,776,680
100

-
  • (5) Production value in the last two years

Numerical unit: NT$ thousand Quantity unit: thousand units; thousand PCS; thousand pieces

Year
Production
value
Major Products

2021

2021
2022 2022
Output Output value
Output
Output value
Gaming and Industrial
Computers
919 445,469 3,316 885,950
Aerospace and Defense
Industry
776 1,663,221 6,364 2,260,371
Total 1,695 2,108,690 9,680 3,146,321
  • (6) Sales value in the last two years

Numerical unit: NT$ thousand Quantity unit: thousand units; thousand PCS; thousand pieces

Numerical unit: NT$ thousand
Quantity unit: thousand units;
thousand PCS;thousandpieces
Numerical unit: NT$ thousand
Quantity unit: thousand units;
thousand PCS;thousandpieces
Numerical unit: NT$ thousand
Quantity unit: thousand units;
thousand PCS;thousandpieces
Numerical unit: NT$ thousand
Quantity unit: thousand units;
thousand PCS;thousandpieces
Year
Major
Products
2021 2022
Domestic sales Export Domestic sales Export
Quantity Value Quantity Value Quantity Value Quantity Value
Gaming and
Industrial
Computers
0 0 249 466,567 0 0 377 841,118
Aerospace and
Defense Industry
0 0 747 1,631,381 0 455 6,322 1,935,107
Total 0 0 996 2,097,948 0 455 6,699 2,776,225

78

  1. The number of employees employed in the last two years and as of the date of publication of the annual report, the average length of service, average age, and educational background distribution ratio
Unit: person; %

Item
Year 2021 2022 As of
March31,2023
Employee
numbers
(people)
Direct
employees
423 449 454
Indirect
employee
240 281 285
R & D
personnel
6 1 1
total 669 731 740
Average age( years old) 41 40 40
Average years of service
(years)
9 8 6
Educational
distribution
ratio
(%)
Doctor 0 0 0
Master 0 1 1
College 13 15 15
Highschool 42 40 41
Below high
school
45 44 43
Total 100 100 100
  1. Environmental protection expenditure information

In the most recent year and up to the date of publication of the annual report, the losses suffered due to environmental pollution (including compensation and environmental protection audit results in violation of environmental protection laws and regulations, the date of punishment, the name of the punishment, the violation of laws and regulations, the content of violations of laws and regulations, and the content of punishment should be listed), And disclose the estimated amount and countermeasures that may occur at present and in the future. If it cannot be reasonably estimated, the fact that it cannot be reasonably estimated should be explained: None.

5. Labor relations

  • A.List the company's various employee welfare measures, advanced education, training, and retirement systems and their implementation, as well as the agreement between labor and management and the protection measures for employees' rights and interests:

  • (1) Procrastination and implementation of employee welfare measures:

In order to improve employee welfare, the company has established an employee

  • 79-

welfare committee according to law to allocate welfare funds on a regular basis. At present, the main points of the company's welfare measures are as follows:

  • (a) The company's statutory welfare measures:

National health insurance, labor insurance, allocation of labor retirement reserves, contribution of labor pensions, etc.

  • (b) The company specifically provides:

Allocate and allocate employee remuneration, share subscription when capital increase, annual festival and performance bonus, employee education and training plan , and regular health checkup in accordance with the company's articles of association every year.

  • (c) The Benefits Committee provides:

Gift money for three festivals, birthday gift money, wedding and funeral celebration subsidy, injury and sickness condolences, regular employee travel activities and other various activities, etc.

  • (2) Further study, training and implementation :

The company has formulated the "Education and Training Procedures" as the basis for planning employee development and implementing training operations. In order to enable all employees of the company to understand the company's history, goals and missions, and to be familiar with the working environment and related rules and regulations, the company provides pre-employment training for new employees; Professional training is implemented for personnel, so that all employees can have the ability to perform various tasks. In addition, in order to continuously improve the performance and professional ability of employees, in addition to formulating annual education and training plans and implementing internal training according to the company's development goals, each department also sends employees to participate in external training related to business, so that experience and knowledge can be passed on. And absorb the latest information in time .

  • (3) Employee retirement system and its implementation:

In order to improve the security of workers' retirement life and strengthen the relationship between labor and employment, the company implements pension allocation according to law.

  • (a) Applicable to old employees:

The company's retirement system is handled in accordance with the relevant provisions of the Labor Standards Act, and the retirement funds are deposited in the Bank of Taiwan on a monthly basis according to the law, and the Labor Retirement Reserve Supervision Committee is responsible for the management and use of the retirement reserve. In 2016 , through the labor agreement, the company chose to settle the working years before the labor pension regulations were applied to the employees, and settled the labor retirement reserve account.

  • 80-

  • (b) Applicable to new employees:

The Labor Pension Regulations came into effect on July 1, 2005, and adopted a definite appropriation system. After the implementation, employees can choose to apply the pension provisions related to the "Labor Standards Act", or apply the pension system of the Act and retain the working years before the Act. For employees to whom this regulation applies, the company's monthly contribution to employee pensions shall not be lower than 6% of the employee's monthly salary.

  • (4) Protection measures for working environment and personal safety of employees :

  • (a) Through regular maintenance and overhaul, ensure the safety and sanitation of the company's various facilities and equipment, so as to protect the health and safety of employees.

  • (b) In order to improve the efficiency of safety and health management and to be in line with international standards, the company continues to promote the introduction of occupational safety and health management in overseas production bases, with systematic management and continuous improvement to prevent work-related injuries and create a high-quality safety and health environment.

  • (5) The agreement between labor and management and various measures to protect the rights and interests of employees:

The company has safeguarded the legitimate rights and interests of workers in accordance with the Labor Standards Act and other relevant laws and regulations. In order to create a harmonious labor-management relationship, the company holds regular labor-management meetings and provides channels for employees to complain, so that the channels for employees to complain are smooth. Since its establishment, the company has a harmonious labor-management relationship, and there have been no disputes in recent years .

The company has established comprehensive welfare measures and various management measures, which clearly stipulate the rights and obligations of employees and welfare items, and regularly review the content of welfare to protect the rights and interests of employees.

  • B. List the losses suffered due to labor disputes in the most recent year and up to the date of publication of the annual report (including labor inspection results that violate the Labor Standards Act, and the date of punishment, the name of the punishment, the violation of laws and regulations, the content of violations of laws and regulations, and the content of punishment should be listed), And disclose the estimated amount and countermeasures that may occur at present and in the future. If it cannot be reasonably estimated, the fact that it cannot be reasonably estimated should be explained:

Since the establishment of the company, the relationship between labor and capital

  • 81-

has been harmonious, and no loss has occurred due to labor disputes. It is estimated that the possibility of losses due to labor disputes in the future is extremely low.

  1. Information security management

  2. (1) Describe the information security risk management framework, information security policies, specific management plans, and resources invested in information security management, etc.:

    1. Information Communication Security Risk Management Framework

In the future, the company will establish a dedicated information security unit in accordance with the information security risk management framework, set up information security supervisors and specialists, regularly review information security policies and implementation, and regularly report to the board of directors.

  1. Information Security Policy

Establish a safe and normal operating environment to ensure the company's computer data, system equipment and network security to ensure the company's sustainable business operations, including the company's personnel safety management and education and training, computer equipment safety management, data security management , Network security management, network access security control, system and network intrusion processing, physical environment security management and other work items.

  1. Specific management plan

  2. (1) Network security : set up an enterprise-level firewall with strict control rules and apply a network behavior management mechanism to monitor abnormal network behavior.

  3. (2) Device security : Computer devices are equipped with anti-virus and endpoint protection software, which is the last layer of protection for network terminals.

  4. (3) Data security : There is an account and password management mechanism, and special access rights are set up according to business duties to control data access.

  5. (4) System security : important information systems are built with high availability and backup backup mechanisms to ensure the continuous operation of the company's business.

  6. (5) E-mail security : Import a comprehensive e-mail filtering mechanism to actively defend against various phishing and malicious threat e-mails.

  7. Invest resources in information security management

Regularly inspect the overall information system security and submit an inspection report ( completed on October 20, 2022) .

  • 82-

Inspection of computers and software for personal use (executed on October 2022 to December 2022) .

Annual information security education and training ( December 23 , 2022 ) .

  • (2) List the losses suffered due to major information security incidents in the most recent year and as of the date of publication of the annual report, the possible impacts and countermeasures. If it cannot be reasonably estimated, the fact that it cannot be reasonably estimated should be stated: None.

7. Important contracts:

Contract
nature
Parties Contract Term Main content Limit
terms
Medium
term loan
Shanghai Bank 2021/09/03~2024/09/03 medium-term
unsecured loan
None
Medium
term loan
Banxin Bank 2022/09/28~2025/09/28 medium-term
unsecured loan
None
Lease Liu Shihui/You Xianjin/Ye Fengqin 2022/07/10~2023/07/09 office lease None
Lease Proyectos y Construcciones Musa SA de
CV
2018/06/14~2029/12/13 Tijuana Factory None
Lease BKM Pacific North LLC 2019/01/01-2024/03/31 Nevada Factory None
Lease 2722 S. FAIRVIEW PROPERTIES, LLC 2021/11/01~2028/10/30 Santa Ana
Factory
None
Lease PACIFIC SOTHEBY'S
INTERNATIONAL REALTY
2022/03/15~2025/12/31 San Diego Office None
  • 83-

  • VI. Financial overview

  • Financial information for the last five years

  • (1) Condensed balance sheet and comprehensive income statement for the last five years

    • A. Condensed un-consolidated balance sheet
Unit: NT$thousand
Year
Item
2018
2019
2020
2021
2022
Current assets
675,419
589,179
419,746
259,704
387,396
Financial assets at fair
value through other
comprehensive income
-
-
-
-
10,160
Investments using the
equitymethod
2,175,387
2,233,392
2,080,806
2,098,268
2,328,589
Property, plant and
equipment
247,585
31,211
32,599
23,585
16,309
Intangible assets
556
-
-
-
-
Other assets
57,285
14,228
14,666
7,502
3,671
Totalassets
3,156,232
2,868,010
2,547,817
2,389,059
2,746,125
Current
liabilities
before
allocation
1,476,489
725,644
780,423
1,128,622
758,557
after
allocation
1,677,348
890,097
821,536
1,169,737
Note 2
Non-current liabilities
247,263
523,567
558,466
47,395
513,389
Total
liabilities
before
allocation
1,723,752
1,249,211
1,338,889
1,176,017
1,271,946
after
allocation
1,924,611
1,413,664
1,380,002
1,217,132
Note 2
Attributable to the parent
company
Owner's rights
1,432,480
1,618,799
1,208,928
1,213,042
1,474,179
Share capital
821,875
834,516
834,516
834,544
833,544
Capital
reserve
before
allocation
303,623
369,961
351,925
310,881
329,808
after
allocation
303,623
369,961
310,812
302,658
329,808
Retained
earnings
before
allocation
408,533
522,583
197,426
303,400
373,012
after
allocation
207,674
358,130
197,426
270,508
Note 2
Other interests
(29,610)
(76,537)
(143,215)
(204,059)
(33,051)
Treasurystock
(71,941)
(31,724)
(31,724)
(31,724)
(29,134)
Non-controllinginterest
-
-
-
-
-
Shareholders'
equity
total amount
before
allocation
1,432,480
1,618,799
1,208,928
1,213,042
1,474,179
after
allocation
1,231,621
1,454,346
1,167,815
1,171,927
Note 2
Unit: NT$thousand
Year
Item
2018
2019
2020
2021
2022
Current assets
675,419
589,179
419,746
259,704
387,396
Financial assets at fair
value through other
comprehensive income
-
-
-
-
10,160
Investments using the
equitymethod
2,175,387
2,233,392
2,080,806
2,098,268
2,328,589
Property, plant and
equipment
247,585
31,211
32,599
23,585
16,309
Intangible assets
556
-
-
-
-
Other assets
57,285
14,228
14,666
7,502
3,671
Totalassets
3,156,232
2,868,010
2,547,817
2,389,059
2,746,125
Current
liabilities
before
allocation
1,476,489
725,644
780,423
1,128,622
758,557
after
allocation
1,677,348
890,097
821,536
1,169,737
Note 2
Non-current liabilities
247,263
523,567
558,466
47,395
513,389
Total
liabilities
before
allocation
1,723,752
1,249,211
1,338,889
1,176,017
1,271,946
after
allocation
1,924,611
1,413,664
1,380,002
1,217,132
Note 2
Attributable to the parent
company
Owner's rights
1,432,480
1,618,799
1,208,928
1,213,042
1,474,179
Share capital
821,875
834,516
834,516
834,544
833,544
Capital
reserve
before
allocation
303,623
369,961
351,925
310,881
329,808
after
allocation
303,623
369,961
310,812
302,658
329,808
Retained
earnings
before
allocation
408,533
522,583
197,426
303,400
373,012
after
allocation
207,674
358,130
197,426
270,508
Note 2
Other interests
(29,610)
(76,537)
(143,215)
(204,059)
(33,051)
Treasurystock
(71,941)
(31,724)
(31,724)
(31,724)
(29,134)
Non-controllinginterest
-
-
-
-
-
Shareholders'
equity
total amount
before
allocation
1,432,480
1,618,799
1,208,928
1,213,042
1,474,179
after
allocation
1,231,621
1,454,346
1,167,815
1,171,927
Note 2
Unit: NT$thousand
Year
Item
2018
2019
2020
2021
2022
Current assets
675,419
589,179
419,746
259,704
387,396
Financial assets at fair
value through other
comprehensive income
-
-
-
-
10,160
Investments using the
equitymethod
2,175,387
2,233,392
2,080,806
2,098,268
2,328,589
Property, plant and
equipment
247,585
31,211
32,599
23,585
16,309
Intangible assets
556
-
-
-
-
Other assets
57,285
14,228
14,666
7,502
3,671
Totalassets
3,156,232
2,868,010
2,547,817
2,389,059
2,746,125
Current
liabilities
before
allocation
1,476,489
725,644
780,423
1,128,622
758,557
after
allocation
1,677,348
890,097
821,536
1,169,737
Note 2
Non-current liabilities
247,263
523,567
558,466
47,395
513,389
Total
liabilities
before
allocation
1,723,752
1,249,211
1,338,889
1,176,017
1,271,946
after
allocation
1,924,611
1,413,664
1,380,002
1,217,132
Note 2
Attributable to the parent
company
Owner's rights
1,432,480
1,618,799
1,208,928
1,213,042
1,474,179
Share capital
821,875
834,516
834,516
834,544
833,544
Capital
reserve
before
allocation
303,623
369,961
351,925
310,881
329,808
after
allocation
303,623
369,961
310,812
302,658
329,808
Retained
earnings
before
allocation
408,533
522,583
197,426
303,400
373,012
after
allocation
207,674
358,130
197,426
270,508
Note 2
Other interests
(29,610)
(76,537)
(143,215)
(204,059)
(33,051)
Treasurystock
(71,941)
(31,724)
(31,724)
(31,724)
(29,134)
Non-controllinginterest
-
-
-
-
-
Shareholders'
equity
total amount
before
allocation
1,432,480
1,618,799
1,208,928
1,213,042
1,474,179
after
allocation
1,231,621
1,454,346
1,167,815
1,171,927
Note 2
Unit: NT$thousand
Year
Item
2018
2019
2020
2021
2022
Current assets
675,419
589,179
419,746
259,704
387,396
Financial assets at fair
value through other
comprehensive income
-
-
-
-
10,160
Investments using the
equitymethod
2,175,387
2,233,392
2,080,806
2,098,268
2,328,589
Property, plant and
equipment
247,585
31,211
32,599
23,585
16,309
Intangible assets
556
-
-
-
-
Other assets
57,285
14,228
14,666
7,502
3,671
Totalassets
3,156,232
2,868,010
2,547,817
2,389,059
2,746,125
Current
liabilities
before
allocation
1,476,489
725,644
780,423
1,128,622
758,557
after
allocation
1,677,348
890,097
821,536
1,169,737
Note 2
Non-current liabilities
247,263
523,567
558,466
47,395
513,389
Total
liabilities
before
allocation
1,723,752
1,249,211
1,338,889
1,176,017
1,271,946
after
allocation
1,924,611
1,413,664
1,380,002
1,217,132
Note 2
Attributable to the parent
company
Owner's rights
1,432,480
1,618,799
1,208,928
1,213,042
1,474,179
Share capital
821,875
834,516
834,516
834,544
833,544
Capital
reserve
before
allocation
303,623
369,961
351,925
310,881
329,808
after
allocation
303,623
369,961
310,812
302,658
329,808
Retained
earnings
before
allocation
408,533
522,583
197,426
303,400
373,012
after
allocation
207,674
358,130
197,426
270,508
Note 2
Other interests
(29,610)
(76,537)
(143,215)
(204,059)
(33,051)
Treasurystock
(71,941)
(31,724)
(31,724)
(31,724)
(29,134)
Non-controllinginterest
-
-
-
-
-
Shareholders'
equity
total amount
before
allocation
1,432,480
1,618,799
1,208,928
1,213,042
1,474,179
after
allocation
1,231,621
1,454,346
1,167,815
1,171,927
Note 2
Unit: NT$thousand
Year
Item
2018
2019
2020
2021
2022
Current assets
675,419
589,179
419,746
259,704
387,396
Financial assets at fair
value through other
comprehensive income
-
-
-
-
10,160
Investments using the
equitymethod
2,175,387
2,233,392
2,080,806
2,098,268
2,328,589
Property, plant and
equipment
247,585
31,211
32,599
23,585
16,309
Intangible assets
556
-
-
-
-
Other assets
57,285
14,228
14,666
7,502
3,671
Totalassets
3,156,232
2,868,010
2,547,817
2,389,059
2,746,125
Current
liabilities
before
allocation
1,476,489
725,644
780,423
1,128,622
758,557
after
allocation
1,677,348
890,097
821,536
1,169,737
Note 2
Non-current liabilities
247,263
523,567
558,466
47,395
513,389
Total
liabilities
before
allocation
1,723,752
1,249,211
1,338,889
1,176,017
1,271,946
after
allocation
1,924,611
1,413,664
1,380,002
1,217,132
Note 2
Attributable to the parent
company
Owner's rights
1,432,480
1,618,799
1,208,928
1,213,042
1,474,179
Share capital
821,875
834,516
834,516
834,544
833,544
Capital
reserve
before
allocation
303,623
369,961
351,925
310,881
329,808
after
allocation
303,623
369,961
310,812
302,658
329,808
Retained
earnings
before
allocation
408,533
522,583
197,426
303,400
373,012
after
allocation
207,674
358,130
197,426
270,508
Note 2
Other interests
(29,610)
(76,537)
(143,215)
(204,059)
(33,051)
Treasurystock
(71,941)
(31,724)
(31,724)
(31,724)
(29,134)
Non-controllinginterest
-
-
-
-
-
Shareholders'
equity
total amount
before
allocation
1,432,480
1,618,799
1,208,928
1,213,042
1,474,179
after
allocation
1,231,621
1,454,346
1,167,815
1,171,927
Note 2
Unit: NT$thousand
Year
Item
2018
2019
2020
2021
2022
Current assets
675,419
589,179
419,746
259,704
387,396
Financial assets at fair
value through other
comprehensive income
-
-
-
-
10,160
Investments using the
equitymethod
2,175,387
2,233,392
2,080,806
2,098,268
2,328,589
Property, plant and
equipment
247,585
31,211
32,599
23,585
16,309
Intangible assets
556
-
-
-
-
Other assets
57,285
14,228
14,666
7,502
3,671
Totalassets
3,156,232
2,868,010
2,547,817
2,389,059
2,746,125
Current
liabilities
before
allocation
1,476,489
725,644
780,423
1,128,622
758,557
after
allocation
1,677,348
890,097
821,536
1,169,737
Note 2
Non-current liabilities
247,263
523,567
558,466
47,395
513,389
Total
liabilities
before
allocation
1,723,752
1,249,211
1,338,889
1,176,017
1,271,946
after
allocation
1,924,611
1,413,664
1,380,002
1,217,132
Note 2
Attributable to the parent
company
Owner's rights
1,432,480
1,618,799
1,208,928
1,213,042
1,474,179
Share capital
821,875
834,516
834,516
834,544
833,544
Capital
reserve
before
allocation
303,623
369,961
351,925
310,881
329,808
after
allocation
303,623
369,961
310,812
302,658
329,808
Retained
earnings
before
allocation
408,533
522,583
197,426
303,400
373,012
after
allocation
207,674
358,130
197,426
270,508
Note 2
Other interests
(29,610)
(76,537)
(143,215)
(204,059)
(33,051)
Treasurystock
(71,941)
(31,724)
(31,724)
(31,724)
(29,134)
Non-controllinginterest
-
-
-
-
-
Shareholders'
equity
total amount
before
allocation
1,432,480
1,618,799
1,208,928
1,213,042
1,474,179
after
allocation
1,231,621
1,454,346
1,167,815
1,171,927
Note 2
Unit: NT$thousand
Year
Item
2018
2019
2020
2021
2022
Current assets
675,419
589,179
419,746
259,704
387,396
Financial assets at fair
value through other
comprehensive income
-
-
-
-
10,160
Investments using the
equitymethod
2,175,387
2,233,392
2,080,806
2,098,268
2,328,589
Property, plant and
equipment
247,585
31,211
32,599
23,585
16,309
Intangible assets
556
-
-
-
-
Other assets
57,285
14,228
14,666
7,502
3,671
Totalassets
3,156,232
2,868,010
2,547,817
2,389,059
2,746,125
Current
liabilities
before
allocation
1,476,489
725,644
780,423
1,128,622
758,557
after
allocation
1,677,348
890,097
821,536
1,169,737
Note 2
Non-current liabilities
247,263
523,567
558,466
47,395
513,389
Total
liabilities
before
allocation
1,723,752
1,249,211
1,338,889
1,176,017
1,271,946
after
allocation
1,924,611
1,413,664
1,380,002
1,217,132
Note 2
Attributable to the parent
company
Owner's rights
1,432,480
1,618,799
1,208,928
1,213,042
1,474,179
Share capital
821,875
834,516
834,516
834,544
833,544
Capital
reserve
before
allocation
303,623
369,961
351,925
310,881
329,808
after
allocation
303,623
369,961
310,812
302,658
329,808
Retained
earnings
before
allocation
408,533
522,583
197,426
303,400
373,012
after
allocation
207,674
358,130
197,426
270,508
Note 2
Other interests
(29,610)
(76,537)
(143,215)
(204,059)
(33,051)
Treasurystock
(71,941)
(31,724)
(31,724)
(31,724)
(29,134)
Non-controllinginterest
-
-
-
-
-
Shareholders'
equity
total amount
before
allocation
1,432,480
1,618,799
1,208,928
1,213,042
1,474,179
after
allocation
1,231,621
1,454,346
1,167,815
1,171,927
Note 2
Year
Item

2018
2019 2020 2021 2022
Current assets 675,419
589,179

419,746

259,704

387,396
Financial assets at fair
value through other
comprehensive income
-
-

-

-

10,160
Investments using the
equitymethod
2,175,387
2,233,392

2,080,806

2,098,268

2,328,589
Property, plant and
equipment
247,585
31,211

32,599

23,585

16,309
Intangible assets 556 -
-

-

-
Other assets 57,285
14,228

14,666

7,502

3,671
Totalassets 3,156,232
2,868,010
2,547,817
2,389,059
2,746,125
Current
liabilities
before
allocation
1,476,489
725,644

780,423

1,128,622

758,557
after
allocation
1,677,348
890,097

821,536

1,169,737

Note 2
Non-current liabilities 247,263 523,567
558,466
47,395 513,389
Total
liabilities
before
allocation
1,723,752
1,249,211

1,338,889

1,176,017

1,271,946
after
allocation
1,924,611
1,413,664

1,380,002

1,217,132

Note 2
Attributable to the parent
company
Owner's rights
1,432,480
1,618,799

1,208,928

1,213,042

1,474,179
Share capital 821,875 834,516 834,516 834,544
833,544
Capital
reserve
before
allocation
303,623
369,961

351,925

310,881

329,808
after
allocation
303,623
369,961

310,812

302,658

329,808
Retained
earnings
before
allocation
408,533
522,583

197,426

303,400

373,012
after
allocation
207,674
358,130

197,426

270,508

Note 2
Other interests (29,610) (76,537) (143,215) (204,059) (33,051)
Treasurystock (71,941) (31,724) (31,724) (31,724) (29,134)
Non-controllinginterest -
-

-

-

-
Shareholders'
equity
total amount

before
allocation
1,432,480
1,618,799

1,208,928

1,213,042

1,474,179
after
allocation
1,231,621
1,454,346

1,167,815

1,171,927

Note 2

Note 1: Reviewed/audited by independent auditors. Note 2 : As soon as the earnings distribution proposal is passed by the resolution of the 2023 Annual General Meeting of Shareholders.

  • 84-

B. Condensed consolidated balance sheet

B.
Condensed consolidated balance sheet
B.
Condensed consolidated balance sheet
B.
Condensed consolidated balance sheet
B.
Condensed consolidated balance sheet
B.
Condensed consolidated balance sheet
B.
Condensed consolidated balance sheet
B.
Condensed consolidated balance sheet
Unit: NT$thousand
Year
Item

2018
2019 2020 2021 2022
Current assets 6,245,671
5,339,949

1,602,851

1,526,637

1,999,206
Financial assets at fair
value through other
comprehensive
income
-
-

-

-

10,160
Investments using the
equitymethod
8,561
8,975

562,449

552,882

594,576
Property, plant and
equipment
1,886,230
1,775,379

179,967

177,594

154,899
Intangible assets 662,110 619,745 522,010 497,282
540,550
Other assets 274,733
489,190

171,323

247,575

231,339
Total assets 9,077,305 8,233,238 3,038,600 3,001,970 3,530,730
Current
liabilities
before
allocation
4,472,521
3,362,896

1,153,258

1,523,616

1,357,307
after
allocation
4,673,380
3,527,349

1,194,371

1,564,731

Note 2
Non-current liabilities 739,629 1,023,352
676,414

265,312

699,244
Total
liabilities
before
allocation
5,212,150
4,386,248

1,829,672

1,788,928

2,056,551
after
allocation
5,413,009
4,550,701

1,870,785

1,830,043

Note 2
Attributable to the
parent company
Owner's rights
1,432,480
1,618,799

1,208,928

1,213,042

1,474,179
Share capital 821,875 834,516 834,516 834,544
833,544
Capital
reserve
before
allocation
303,623
369,961

351,925

310,881

329,808
after
allocation
303,623
369,961

310,812

302,658

329,808
Retained
earnings
before
allocation
408,533
522,583

197,426

303,400

373,012
after
allocation
207,674
358,130

197,426

270,508

Note 2
Other interests (29,610) (76,537) (143,215) (204,059) (33,051)
Treasurystock (71,941) (31,724) (31,724) (31,724) (29,134)
non-controlling
interest
2,432,675
2,228,191

-

-

-
Sharehold
ers' equity
total
amount
before
allocation
3,865,155
3,846,990

1,208,928

1,213,042

1,474,179
after
allocation
3,664,296
3,682,537

1,167,815

1,171,927

Note 2

Note 1: Reviewed/audited by independent auditors. Note 2: As soon as the earnings distribution proposal is passed by the resolution of 2023 Annual General Meeting of Shareholders.

  • 85-

(3) Condensed un-consolidated comprehensive income statement

(3) Condensed un-consolidated comprehensive income statement (3) Condensed un-consolidated comprehensive income statement (3) Condensed un-consolidated comprehensive income statement (3) Condensed un-consolidated comprehensive income statement (3) Condensed un-consolidated comprehensive income statement (3) Condensed un-consolidated comprehensive income statement
Unit: NT$ thousand
Year
Item

2018
2019 2020 2021 2022
Operating income 904,330
943,270

360,033

208,730

82,345
Operating profit 120,602
123,306

30,085

7,491

(244)
Operating ( loss ) gain 14,751
13,195

(29,385)

(39,786)

(61,430)
Non-operating income
and expenses
228,554
331,147

(112,599)

147,843

164,249
(Loss) before tax 243,305
344,342

(141,984)

108,057

102,819
Continuing business
unit
Net (loss) profit for the
period
245,215
326,325

(146,141)

106,306

99,513
Loss of closed units -
-

-

-

-
Net (loss) profit for the
period
245,215
326,325

(146,141)

106,306

99,513
Other comprehensive
profit and loss for the
period
42,341
(46,645)

(78,214)

(61,176)

173,999
Total comprehensive
profit and loss for the
period
287,556
279,680

(224,355)

45,130

273,512
Net profit (loss)
attributable to
parent companyowner
287,556
279,680

(224,355)

45,130

273,512
Net profit (loss)
attributable to
non-controlling
interests
-
-

-

-

-
The total
comprehensive profit
and loss is attributable
to the owner of the
parent company
287,556
279,680

(224,355)

45,130

273,512
Total comprehensive
profit or loss
attributable to
non-controlling
interests
-
-

-

-

-
Earnings (loss) per
share
3.06
4.02

(1.78)

1.29

1.21

Note: Reviewed/audited by independent auditors.

.

  • 86-

(4) Condensed consolidated statement of comprehensive income

(4) Condensed consolidated statement of comprehensive income (4) Condensed consolidated statement of comprehensive income (4) Condensed consolidated statement of comprehensive income (4) Condensed consolidated statement of comprehensive income (4) Condensed consolidated statement of comprehensive income (4) Condensed consolidated statement of comprehensive income
Unit: NT$ thousand
Year
Item

2018
2019 2020 2021 2022
Operating income 8,502,426
7,794,299

3,377,878

2,097,948

2,776,680
Operating profit 1,969,687
1,770,429

657,351

317,722

458,135
Operating ( loss ) gain 394,821
(32,589)

(111,611)

(31,179)

88,918
Non-operating income
and expenses
(14,138)
230,420

(53,878)

130,767

18,823
(Loss) before tax 380,683
197,831

(165,489)

99,588

107,741
Continuing business unit
Net (loss) profit for the
period
291,175
121,017

(180,876)

106,306

99,513
Loss of closed units -
-

-

-

-
Net (loss) profit for the
period
291,175
121,017

(180,876)

106,306

99,513
Other comprehensive
profit and loss for the
period
30,760
(67,302)

(91,171)

(61,176)

173,999
Total comprehensive
profit and loss for the
period
321,935
53,715

(272,047)

45,130

273,512
Net profit (loss)
attributable to
parent companyowner
245,215
326,325

(146,141)

106,306

99,513
Net profit (loss)
attributable to
non-controllinginterest
45,960
(205,308)

(34,735)

-

-
The total comprehensive
profit and loss is
attributable to the owner
of theparent company
287,556
279,680

(224,355)

45,130

273,512
Total comprehensive
profit or loss attributable
to non-controlling
interests
34,379
(225,965)

(47,692)

-

-
Earnings (loss) per share 3.06
4.02

(1.78)

1.29

1.21

Audited by independent auditors .

  • 87-

  • (2) The name and audit opinion of the certified auditors in the last five years

  • The name and audit opinion of the CPAs in the last five years

Year Audit firm CPA name Opinion
2018 Deloitte & Touche United Audit
Firm
Lin Wenqin
Guo Liwen
Unqualified Opinion Annotated
Other Matters Paragraph
2019 Deloitte & Touche United
AccountingFirm
Chen Peide
Lin Wenqin
Unqualified Opinion Annotated
Other Matters Paragraph
2020 Deloitte & Touche United
AccountingFirm
Chen Peide
Lin Wenqin
Unqualified Opinion Annotated
Other Matters Paragraph
2021 Deloitte & Touche United
AccountingFirm
Chen Peide
Chen Junhong
Unqualified Opinion
2022 Deloitte & Touche United
AccountingFirm
Chen Peide
Chen Junhong
Unqualified Opinion
  1. Instructions for changing accountants in the last five years:

The replacement of certified auditors is mainly due to the adjustment of the rotation mechanism for the independence of Deloitte & Touche United Audit Firm .

  • 88-

2. Financial analysis for the last five years

1. Unconsolidated financial analysis

Item Year Year
2018
2019 2020 2021 2022
Financial
structure
(%)
Liabilities to Assets Ratio 54.61
43.56

52.55

49.23

46.32
Ratio of long-term funds to
real estate, plant and
equipment
678.45
6,864.14

5,421.62

5,344.23

12,186.94
Solvency
(%)
Current Ratio 45.74
81.19

53.78

23.01

51.07
Quick ratio 26.18
62.97

32.82

22.16

50.89
Interest coverage ratio 16.34
18.38

(12.05)
12.32
7.16
Manageme
nt capacity
Accounts receivable
turnover rate (times)
4.33
3.47

2.27

6.22

1.97
Average cash collection
days
84
105

160

59

185
Inventoryturnover(times) 3.09
3.63

2.21

2.26

12.33
Payable turnover ratio
(times)
7.17
8.74

7.60

67.46

6.83
Average sales days 118
100

165

162

29
Turnover rate of real estate,
plant and equipment(times)
3.54
6.77

11.28

7.43

4.13
Total asset turnover(times) 0.32
0.31

0.13

0.08

0.03
Profitability Return on Assets(%) 9.18
11.38

(4.82)
4.93
4.97
Return on Equity (%) 18.57
21.39

(10.34)
8.78
7.41

Ratio of paid-in
capital (%)
business
interest
1.79
1.58

(3.52)

(4.77)

(7.37)
net profit
before tax
29.60
41.26

(17.01)

12.95

12.34
Profit rate(%) 27.12
34.60

(40.59)
50.93
120.85
Earnings(loss) per share 3.06
4.02

(1.78)
1.29
1.21
Cash flow Cash flow ratio (%) (10.97) 29.84
2.81

19.53

2.41
Cash flow allowable ratio
(%)
-
-

16.26

43.31

43.85
Cash reinvestment ratio(%) -
0.69

-

12.90

-
Leverage Operatingleverage 2.52
2.33

0.36

0.69

0.83
Financial leverage (5.29) (1.80) 0.60
0.67

0.64
  • 89-

Reasons for changes in various financial ratios of more than 20% in the last two years:

  1. The ratio of long-term funds to real estate, plant and equipment has increased: mainly due to the issuance of the third domestic unsecured convertible corporate bond of 500,000 thousand in 2022 , and the increase in non-current liabilities compared with 2021 .

  2. Increase in current ratio: mainly due to the increase in other receivables and the decrease in current liabilities in the current period.

  3. Increase in quick ratio: mainly due to the increase in other receivables and the decrease in current liabilities in the current period.

  4. Decrease in interest coverage ratio: mainly due to the relatively stable profit in the current period and the increase in financial costs.

  5. Decrease in receivable turnover rate: mainly due to the decrease in current revenue and the relative increase in receivables.

  6. Increase in the average number of cash collection days: mainly due to the decrease in revenue and the relative increase in receivables in the current period.

  7. Increase in inventory turnover : mainly due to decrease in inventory.

  8. Payable turnover ratio (times) decreased: mainly due to the increase in average payables in the current period.

  9. The decrease in the average number of sales days : mainly due to the decrease in inventory.

  10. Real estate, equipment and equipment turnover (times) decreased: mainly due to the decrease in individual revenue in the current period.

  11. in total asset turnover ( times ) : mainly due to the decrease in revenue in the current period.

  12. Increase in net profit margin: mainly due to the decrease in revenue and relatively stable net profit before tax.

  13. Decrease in cash flow ratio: mainly due to the decrease in net cash inflow from operating activities in the current period.

  14. The decrease in cash reinvestment ratio: mainly due to the net cash outflow from operating activities in the current period.

  15. Increase in operating leverage: mainly reflects the changes in the operating profit of the current period.

  16. 90-

2. Consolidated Financial Analysis

Item Year Year
2018
2019 2020 2021 2022
Financial
structure
(%)
Liabilities to Assets Ratio 57.42
53.27

60.21

59.59

58.25
Ratio of long-term funds to
real estate, plant and
equipment
244.13
274.33

1,047.60

832.43

1,403.12
Solvency
(%)
Current Ratio 139.65
158.79

138.98

100.20

147.29
Quick ratio 77.15
89.82

74.51

46.16

65.99
Interest coverage ratio 7.97
4.09

(3.73)
6.79
4.23
Manageme
nt capacity
Accounts receivable
turnover rate (times)
4.19
3.83

2.94

5.39

4.96
Average cash collection
days
87
95

124

68

73
Inventoryturnover(times) 2.42
2.23

1.64

2.12

2.18
Payable turnover ratio
(times)
8.57
9.85

7.97

12.97

10.23
Average sales days 151
164

222

172

167
Turnover rate of real estate,
plant and equipment(times)
4.46
4.26

3.46

11.73

16.70
Total asset turnover(times) 0.97
0.90

0.60

0.69

0.85
Profitability Return on Assets(%) 3.84
1.99

(2.61)
4.25
4.37
Return on Equity (%) 7.87
3.14

(7.16)
8.78
7.41
Ratio of paid-in
capital (%)
business
interest
48.04
(3.91)

(13.37)

(3.74)

10.67
net profit
before tax
46.32
23.71

(19.83)

11.93

12.93
Profit rate(%) 3.42
1.55

(5.35)
5.07
3.58
Earnings(loss) per share 3.06
4.02

(1.78)
1.29
1.21
Cash flow Cash flow ratio (%) (11.33) 22.37
19.62

(4.84)
(11.47)
Cash flow allowable ratio
(%)
-
27.39

46.39

34.76

14.91
Cash reinvestment ratio(%) -
14.52

4.13

(10.79)
(11.03)
Leverage Operatingleverage 1.42
(5.76)
(0.25) (1.61) 2.04
Financial leverage 1.17
0.34

0.73

0.53

2.55
  • 91-
Reasons for changes in various financial ratios of more than 20% in the last two years: Reasons for changes in various financial ratios of more than 20% in the last two years:
1. The ratio of long-term funds to real estate, plant and equipment has increased: mainly due
to the issuance of the third domestic unsecured convertible corporate bond of 500,000
thousand in 2022 , and the increase in non-current liabilities compared with 2021 .
2. Increase in current ratio: Mainly due to the increase in current assets due to the increase in
accounts receivable and inventory in the current period, resulting in an increase in current
ratio.
3. Increase in quick ratio: mainly due to the increase in current assets due to the increase in
accounts receivable and inventories in the current period, resulting in an increase in quick
ratio.
4. Decrease in interest coverage ratio: mainly due to the relatively stable profit in the current
period and the increase in financial costs.
5. The (times) decrease in payables turnover rate: mainly due to the increase in the average
payables in the current period.
6. Increase in the turnover rate of real estate, plant and equipment (times): mainly due to the
increase in revenue in the current period.
7. Increase in total asset turnover: mainly due to the increase in revenue in the current period.
8. Decline in net profit ratio: mainly due to the increase in revenue and relatively stable profits
in the current period.
9. Decrease in cash flow ratio: mainly due to the increase in net cash outflow from operating
activities in the current period.
10. Decrease in the cash flow allowable ratio: mainly due to the decrease in net cash inflow
from operating activities
11. The decrease in cash reinvestment ratio: mainly due to the increase in net cash outflow from
operating activities in the current period.
12. Increased operating leverage: mainly reflects the changes in the operating profit of the
current period.
13. Increase in financial leverage: mainly reflects the changes in the operating profit and
financial cost of the current period.
  • 92-

The formula for calculating financial analysis items is as follows:

  1. Financial structure

  2. (1) Ratio of liabilities to assets = total liabilities / total assets.

  3. (2) The ratio of long-term funds to real estate, plant and equipment = (total equity + non-current liabilities) / net real estate, plant and equipment.

  4. Solvency

  5. (1) Current ratio = current assets/current liabilities.

  6. (2) Quick ratio = (current assets - inventory - prepaid expenses) / current liabilities.

  7. (3) Interest coverage ratio = net profit before income tax and interest expenses / interest expenses for the current period.

  8. Operating ability

  9. (1) Turnover rate of accounts receivable (including accounts receivable and notes receivable arising from business operations) = net sales/average accounts receivable of each period (including accounts receivable and notes receivable arising from operations) Notes receivable) balance.

  10. (2) Average cash collection days = 365/receivable turnover rate.

  11. (3) Inventory turnover = cost of goods sold / average inventory.

  12. (4) Turnover rate of accounts payable (including accounts payable and notes payable arising from business operations) = cost of goods sold/balance of average payables (including accounts payable and notes payable arising from operations) in each period.

  13. (5) Average days of sales = 365/inventory turnover.

  14. (6) Turnover rate of real estate, plant and equipment = net sales/average net real estate, plant and equipment.

  15. (7) Total asset turnover = net sales/average total assets.

  16. Profitability

  17. (1) Return on assets = [after-tax profit and loss + interest expense x (1 - tax rate)] / total average assets.

  18. (2) Return on equity = after-tax profit/loss/average total equity.

  19. (3) Profit rate = profit and loss after tax / net sales.

  20. (4) Earnings per share = (Profit or loss attributable to owners of the parent company - special stock dividends) / weighted average number of issued shares.

  21. Cash flow

  22. (1) Cash flow ratio = net cash flow from operating activities / current liabilities.

  23. (2) Allowable ratio of net cash flow = net cash flow from operating activities in the last five years / (capital expenditure + increase in inventory + cash dividends) in the last five years.

  24. (3) Cash reinvestment ratio = (net cash flow from operating activities - cash dividends) / (gross real estate, plant and equipment + long-term investment + other non-current assets + working capital).

  25. Leverage:

  26. (1) Operating leverage = (net operating income - variable operating costs and expenses) / operating profit.

  27. (2) Financial leverage = operating profit / (operating profit - interest expense).

  28. 93-

3. Review report of the audit committee for the most recent annual financial report

Audit Committee Review Report

The board of directors formulated the company's 2022 annual business report, financial statements (including consolidated financial statements) and profit distribution proposals, among which the financial statements (including consolidated financial statements) were audited and certified by accountants Chen Peide and Chen Junhong of Deloitte & Touche United Audit Firm Completed and a review report issued. The above-mentioned business report, financial statements (including consolidated financial statements) and profit distribution proposals have been reviewed by the audit committee and found to be inconsistency, and reported in accordance with the provisions of Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act. As above, please review.

Sincerely,

Parpro Corporation

2023 Annual General Meeting of Shareholders

Convener of Audit Committee:

Shen Zhenlin

  1. Individual financial report of the most recent year audited and certified by an accountant: Please refer to pages 104 to 155 .

  2. Consolidated financial report audited and certified by an accountant for the most recent year: Please refer to pages 156 to 213 .

  3. If the company and its affiliated companies had financial turnover difficulties in the most recent year and up to the date of publication of the annual report, the impact on the company's financial status should be listed: None.

  4. 94-

  5. Review and Analysis of Financial Status and Financial Performance and Risk Matters

  6. Financial status

    • (1) The main reason and impact of major changes in consolidated assets, liabilities, and equity in the last two years . If the impact is significant, the future response plan should be explained:
Financial status
(1) The main reason and impact of major changes in consolidated assets,
liabilities, and equity in the last two years . If the impact is significant,
the future response plan should be explained:
Financial status
(1) The main reason and impact of major changes in consolidated assets,
liabilities, and equity in the last two years . If the impact is significant,
the future response plan should be explained:
Financial status
(1) The main reason and impact of major changes in consolidated assets,
liabilities, and equity in the last two years . If the impact is significant,
the future response plan should be explained:
Financial status
(1) The main reason and impact of major changes in consolidated assets,
liabilities, and equity in the last two years . If the impact is significant,
the future response plan should be explained:
Financial status
(1) The main reason and impact of major changes in consolidated assets,
liabilities, and equity in the last two years . If the impact is significant,
the future response plan should be explained:
Unit: NT$thousand
Year
2021
2022 Increase or decrease
Item Amount Amount Amount %
Current Assets 1,526,637
1,999,206

472,569

30.95
Financial Assets Measured At Fair Value
throughOtherComprehensive Income
-
10,160

10,160

100.00
InvestmentsUsingThe EquityMethod 552,882
594,576
41,694
7.54
Property,Plant and Equipment 177,594
154,899

(22,695)
(12.78)
Intangible Assets 497,282
540,550

43,268

8.70
Other Assets 247,575
231,339

(16,236)
(6.56)
Total Assets 3,001,970
3,530,730

528,760

17.61
Current Liabilities 1,523,616
1,357,307
(166,309) (10.92)
Non-Current Liabilities 265,312
699,244

433,932

163.56
Total Liabilities 1,788,928
2,056,551

267,623

14.96
Share Capital 834,544
833,544

(1,000)
(0.12)
Capital Reserve 310,881
329,808

18,927

6.09
Retained Earnings 303,400
373,012

69,612

22.94
Other Interests (204,059) (33,051) 171,008
83.80
Treasury Stock (31,724) (29,134) 2,590 8.16
Non-ControllingInterest 0
0

0

0
Total Shareholders' Equity 1,213,042
1,474,179

261,137

21.53
Explanation for analysis of changes in increase or decrease ratio: (if the increase or decrease
is more than 20%, and the amount of change is 10,000,000)
1.Increase in current assets: mainly due to the increase in receivables and inventory
due to revenue growth in 2022.
2.Increase in financial assets measured at fair value through other comprehensive
income: mainly due to investment in stocks.
3.Increase in non-current liabilities: mainly due to the issuance of the third domestic
convertible corporate bond in 2022.
4.Increase in retained earnings: mainly due to the increase in profit in the current
period.
5. Decrease in other rights and interests: mainly due to the appreciation trend of US
dollars exchanged into New Taiwan dollars in 2022, which resulted in a substantial
increase in the exchange benefits from the conversion of financial statements of
foreign operatinginstitutions in thatyear.

Explanation for analysis of changes in increase or decrease ratio: (if the increase or decrease is more than 20%, and the amount of change is 10,000,000)

1.Increase in current assets: mainly due to the increase in receivables and inventory due to revenue growth in 2022.

  • 2.Increase in financial assets measured at fair value through other comprehensive income: mainly due to investment in stocks.

  • 3.Increase in non-current liabilities: mainly due to the issuance of the third domestic convertible corporate bond in 2022.

  • 4.Increase in retained earnings: mainly due to the increase in profit in the current period.

  • Decrease in other rights and interests: mainly due to the appreciation trend of US dollars exchanged into New Taiwan dollars in 2022, which resulted in a substantial increase in the exchange benefits from the conversion of financial statements of foreign operating institutions in that year.

(2) Future coping plans:

There is no major abnormality in the overall performance of the company, so there is no need for a response plan. In the future, we will continue to focus on the improvement of business performance and the stable growth of profits, and improve the company's financial structure to reduce financial burdens.

  • 95-

2. Financial performance:

  1. Financial performance analysis for the last two years:

Unit: NT$ thousand

Item 2021 2022 Increase
(decrease)
Amount
Change
ratio%
Operating income 2,097,948 2,776,680 678,732 32.35
Operating profit 317,722 458,135 140,413 44.19
Operating expenses 348,901 369,217 20,316 5.82
Operating (loss) (31,179) 88,918 120,097 385.19
Non-operating
income and
expenses
130,767 18,823 (111,944) (85.61)
Net (loss) profit
before tax
99,588 107,741 8,153 8.19
Income tax 6,718 (8,228) (14,946) (222.48)
Net (loss) profit for
theyear
106,306 99,513 (6,793) (6.39)
Explanation for analysis of changes in increase or decrease ratio: (if the
increase or decrease is more than 20%, and the amount of change is 10,000,000)
A.
Increase in operating income, operating gross profit and operating
expenses : Mainly due to the gradual unblocking of the world in 2022,
the alleviation of material shortages, and the increase in demand from
downstream customers, resulting in growth in revenue, cost, gross
profit, and expenses.
B.
Operating net profit : mainly due to the increase in profit driven by
revenue growth in the current period , and the industry turned from loss
to profit .
C.
Decrease in non-operating income and expenses : Mainly due to the fact
that the U.S. subsidiary received government bailout subsidies due to
the new crown epidemic in 2021, which greatly increased the base
period .
D.
Income tax expenses : mainly due to the income tax benefits of the US
subsidiary obtained tax refunds in 2021 .
  1. The expected sales volume and its basis, the possible impact on the company's future financial business and the response plan:

The company has not announced the financial forecast for 2023, so it does not intend to disclose the expected sales volume.

  • 96-

3. Cash flow

  • (1) Analysis of cash flow changes in the most recent year:
Unit: NT$ thousand Unit: NT$ thousand
Opening
cash balance
Annual net cash
flow from
operating
activities
Net cash flow
from other
activities for
theyear
Cash surplus
(Insufficient)
amount
Remedial Measures for
Cash Insufficiency
investment
plan
financial
plan
314,524 (155,737) (14,959) 143,828 Not
applicable
Not
applicable
  • (1) Business activities:

The net cash outflow was 155,737 thousand, mainly due to the increase in various operating expenses such as inventories due to the gradual recovery of operations in the current period .

  • (2) Net cash flow from other activities for the year:

The net cash outflow was 14,959 thousand, which was mainly due to investment in stocks, repayment of bank loans and payment of cash dividends in the current period. However, although the third domestic convertible corporate bond was issued in the current period, the overall net cash outflow was small.

  • (2) Improvement plan for insufficient liquidity : None.

  • (3) Analysis of cash flow in the coming year:

Unit: NT$ thousand Unit: NT$ thousand
Opening
cash balance

Annual net cash
flow from
operating
activities
Net cash flow
from other
activities for
the year
cash surplus
(Insufficient)
amount
Remedial Measures
for Cash
Insufficiency
investment
plan

financial
plan
143,828 205,358 ( 65,260 ) 283,926 - -

The net cash inflow from operating activities in 2023 will be 205,358 thousand, and the net cash outflow from other activities in the whole year is expected to be 65,260 thousand . The estimated remaining cash amount is 283,926 thousand, and there is no expected cash shortage in 2023.

  1. The impact of major capital expenditures on financial business in the most recent year: None.

  2. 97-

  3. Reinvestment policy for the most recent year, main reasons for its profit or loss, improvement plan, and investment plan for the next year:

  4. Reinvestment policy

Depending on the company's business development and sustainable operation needs, in line with the group's goals of operating expansion, ensuring production capacity, and serving customers nearby, it is mainly for long-term holding. If there is any transfer of investment, it will follow the "investment cycle" of the company's internal control system and "Procedures for Acquiring or Disposing of Assets".

  1. Gain or loss from reinvestment:

December 31, 2022; unit: thousands of NT dollars/thousands of foreign currency

Reinvestment company Investment cost Book value Profit and loss
Efa TechnologyCo., Ltd. - 20,840
1,847
Parpro Holdings Co., Ltd. USD
36,190

1,726,575

60,533
Anderson Industrial Corp. 470,758
554,651

155,667
Sogotec Precision Co., Ltd. 85,304
39,925

(8,864)
AP Parpro, Inc. USD
12,722

456,010

47,204
Pilot(Las Vegas), Inc. USD
735

25,758

16,096
Parpro(Nevada), Inc. USD
3,676

128,802

80,482
ParproQuality, Inc. USD
23,955

1,141,669

27,702
Parpro Technologies, Inc. USD
23,500

1,141,669

27,702

Note: The visa has been verified by an accountant.

  1. Investment plan for the next year: Appropriately evaluate the investment funds for each reinvestment business according to the needs of the group's operation and development.

  2. Analysis and evaluation of risk management

  3. (1) The impact of interest rate, exchange rate changes, and inflation on the company's profit and loss in the most recent year and as of the date of publication of the annual report, and future response measures:

    • A. Impact on the company's profit and loss

Unit: NT$ thousand

Iem 2022
Interest(income)expense 53,581
Exchange(loss) gain 29,354
Ratio of net interest income to net revenue 1.93%
Ratio of net interest income to net profit
before tax
49.73%
Ratio of net exchange gain and loss to net
revenue
1.06%
Ratio of net exchange gain and loss to net
profit before tax
27.24%
  • 98-

  • B.The company's future response measures

  • A. Changes in interest rates:

Net interest income and expenses to net revenue and the ratio of net profit before tax in 2022 were 1.93 % and 49.73 % respectively .

The financial department of the company pays attention to the changes in interest rates at any time, and keeps in close contact with the bank to obtain more favorable loan interest rates, so as to minimize the impact of interest rate changes on the company. In addition, we will also comprehensively consider the capital cost of various financing tools and the company's financial situation, select the most suitable working capital structure, and evaluate the increase in the ratio of self-owned funds in a timely manner.

  • B. Exchange rate changes:

The company's 2022 net exchange profit and loss accounted for the net revenue ratio and pre-tax net profit ratio were 1.06 % and 27.24 %, and the company took the following possible countermeasures:

  • ①Foreign exchange fund dispatching, using self-owned foreign exchange income to cover foreign exchange expenditures, reducing exchange risk.

  • ②Collect information about exchange rate changes at any time, and fully grasp the exchange rate trend, so as to decide the time to convert currency or keep it in the foreign exchange account .

  • ③Improve product quality and its added value, reflect the cost in a timely manner when the exchange rate fluctuates, and adjust the selling price .

  • C. Inflation:

The recent annual price index is still within a reasonable range, and inflation will not have a significant impact on the company's profit and loss.

(2) Policies for engaging in high-risk, high-leverage investments, capital lending to others, endorsement guarantees, and derivatives transactions in the most recent year and as of the date of publication of the annual report , the main reasons for profit or loss, and future countermeasures:

  • A. Engage in high-risk, high-leverage investment: no such case.

  • B. Fund loan to others:

Our company has established the "Operating Procedures for Capital Loans to Others", and the relevant capital loans to others are handled in accordance with the operating procedures. As of the date of publication of the annual report, the circumstances of the Company’s board of directors’ approval of capital loans to others are as follows:

  • (a) The company's capital loan is USD 2,000,000 to its subsidiary AP Parpro , Inc.

  • (b) The company's capital loan is USD 1,000,000 to its subsidiary Parpro ( Nevada ) , Inc.

  • 99-

    • (c) The company's capital loan is USD 1,000,000 to its subsidiary Parpro Technologies , Inc.

    • (d) Subsidiary Parpro Holdings Co., Ltd capital loan to subsidiary AP Parpro , Inc. USD 2,200,000 .

    • (e) Subsidiary Parpro Technologies, Inc. capital loan to subsidiary Parpro (Nevada), Inc. USD 1,800,000.

    • (f) Subsidiary Parpro Technologies, Inc. capital loan to subsidiary AP Parpro, Inc. USD 9,100,000 .

    • (g) Subsidiary Parpro (Nevada) borrowed USD 1,000,000 from subsidiary AP Parpro, Inc.

  • C. Endorsement Guarantee : No such case.

  • D. Derivative commodity trading: no such case.

  • (3) Future R&D plans and estimated R&D expenses

In addition to continuing the current unfinished products and extending the existing series to expand product specifications, the company will continue to develop new/old product series with high added value and market competitiveness for different market segments and application fields, and actively expand emerging demand markets , innovation and development of diversified application fields; in addition, the company controls the progress of research and development by project, and always pays attention to the development of science and technology, product trends, the situation of competitors in the same industry, changes in the supply and demand of the sales market and material supply market, etc. Factors that may affect the success of research and development , to ensure that the R&D plans can meet market demands and be completed on schedule.

The company's research and development is based on customer needs, product categories and market trends . The research and development progress is adjusted according to the time of customer needs, operating conditions and industry trends .

  • (4) The impact of major policy and legal changes at home and abroad on the company's financial business and countermeasures

The global COVID-19 epidemic has been raging for more than three years. As the number of virus tests has been improved and the coverage of vaccines has increased, the number of severe cases and deaths has dropped sharply. Major countries have gradually loosened various epidemic prevention measures, which will help the global recovery of the economic situation.

With the rise of the Sino-US trade war and even the current US technology blockade against China, it is expected that the Chinese semiconductor market will gradually decline in the future, and relevant semiconductor industry research institutions have also confirmed this prediction. Taiwan is the world's largest semiconductor supply and demand market, and the strong industrial demand brought by advanced manufacturing processes is expected to boost the momentum of industrial development.

In addition, climate issues have attracted international attention in recent years. The Financial Supervisory Commission has required listed companies in the Corporate

  • 100-

Governance Blueprint 3.0 to list sustainable operations as a key plan item. The goal is to complete the greenhouse gas inventory of all listed companies by 2027. The verification has been completed before 2029, and the company will also devote considerable resources to implement this plan . In the future, the company will keep abreast of domestic and foreign epidemic prevention, other important policies, legal changes, and changes in laws and regulations of competent authorities, and cooperate with the implementation and proactively propose countermeasures in a timely manner.

  • (5) The impact of technological changes ( including information security risks) and industrial changes on the company's financial business and countermeasures

  • The company's products are mainly exported directly to world-class manufacturers in Europe and the United States. Through close strategic cooperation with world-class manufacturers and self-developed capabilities, it can quickly grasp industry trends. In addition, the company also pays attention to the changes in technology related to the industry in which it is located at any time, and assigns personnel to evaluate and study the impact of technology changes on the company's future development and financial business and the corresponding measures as appropriate. There have been no recent major technological changes that have had a major impact on the company's financial operations.

In addition, with the rapid development of international financial technology, it is very important to the development of the company and its industries. So far, after evaluation, there is no risk of having a major impact on the company, but the company will still pay close attention to the development of international financial technology. Development and changes, when necessary, respond and improve supporting measures in a timely manner.

  • (6) The impact of corporate image changes on corporate crisis management and countermeasures

  • The company adheres to the operating principles of professionalism and integrity, and attaches great importance to corporate image and risk control. Therefore, the corporate image is still good, and there are no illegal incidents or changes in corporate image, and there is no violation of laws and principles of integrity to affect corporate image Things happen.

  • (7) Expected benefits, possible risks and countermeasures of mergers and acquisitions . The company will still regard mergers and acquisitions as one of the main axes of future business strategy development. Comprehensively consider whether the merger and acquisition can bring long-term and specific benefits to the company/group to ensure the maximum interests of shareholders.

  • (8) Expected benefits, possible risks and countermeasures of plant expansion : None.

  • (9) Risks and countermeasures faced by centralized purchase or sales

  • In order to maintain product quality and ensure that the sources of raw materials are not in short supply, the company purchases main raw materials from several suppliers and

  • 101-

maintains a good cooperative relationship with suppliers . The proportion of the total purchase amount in each period is only about 10% at most, so there should be no excessive concentration of purchases .

Most of the company's main sales customers are listed companies in North America . In addition, it has established a very deep cooperative relationship with customers . For the company, the quality of orders and revenue is relatively stable . In addition, in order to disperse the risk that sales may be concentrated in a single industry, the company will still actively invest in the development of product application fields, such as medical care, Internet communication, satellite network, cloud computing, etc., and will invest more resources in the future to continue to develop new models and new customer.

  • (10) Directors, supervisors or major shareholders holding more than 10% of the shares, the impact, risk and countermeasures of a large number of equity transfers or replacements on the company: None.

  • (11) Impacts, risks and countermeasures of the change of management rights on the company : None.

  • (12) Litigation or non- litigation events : None.

  • (13) Other important risks and countermeasures: None.

  • Other important matters : None.

  • 102-

VIII. Special records

  1. Relevant information of related enterprises:

  2. (1) Affiliated business merger business report

    1. Relational enterprise map (January 11 , 2023)
Parpro Corporation.
100%
100% 20.86 % 4.73 %
Anderson
Industrial
Corp.
Sogotec
Parpro Holdings. Co., Ltd. Precision
Efa Technologies Co.,Ltd.
Corporation.
100% Sogotec Precision
Co.,Ltd.
100%
2.39 % AP
Parpro,
Inc.
Pilot (Las Vegas),
Inc.
Parpro Quality,
Inc.
Sogotec Precision
80% 20% 100%
Co.,Ltd.
Parpro (Nevada), Inc. Parpro
Technologies,Inc.

2. Basic information of each affiliated enterprise

Unit: Thousands of New Taiwan Dollars/Thousands of Foreign Currencies

Company Name Date of
establishment
address Paid-in
capital
Main business or
production items
Efa Technologies
Corporation
2004.01.07 Taipei City 32,719 Industrial computers
andgamingmachines.
Parpro Holdings Co.,
Ltd.
2012.09.24 British virgin
islands
USD36,190 Investment holding
company.
Anderson Industrial
Corp.
1972.07.21 Taipei City 1,943,310
Non-metallic computer
numerical control
machining center.
Sogotec Precision
Co., Ltd.
1990.10.02 Taiwan 204,000
Manufacturing and
trading of electronic
machinery and
peripheralproducts
AP Parpro, Inc. 2012.10.31(Note) U.S. USD6,870
aerospace , national
defense , Netcom ,
smart retail and medical
care .
Pilot (Las Vegas),
Inc.
2013.12.13 U.S. USD982 Investment holding
company.
Parpro (Nevada), Inc. 2013.12.13(Note) U.S. USD3,796 industrial computers
andgamingmachines.
Parpro Quality, Inc. 2016.04.01 U.S. USD23,500 Investment holding
company.
Parpro Technologies,
Inc.
2016.04.01 U.S. USD23,500
Aerospace , national
defense , Netcom , and
medical.
  • 103-

Note: It is the date when the company invested and purchased the company.

  • (1) Affiliated companies directly or indirectly controlled by the company in terms of personnel, finance, or business operations in accordance with Article 369-2 of the Company Law : None.

  • (2) According to Article 369-3 of the Company Law, it is presumed to have control and affiliated companies: None.

  • The industries and division of labor covered by the overall related enterprises

    • (1 ) Efa Technologies Corporation: responsible for the sales of industrial computers and gaming machines.

    • (2 ) Parpro Holdings Co., Ltd.: Investment holding company.

    • (3 ) Anderson Industrial Corp.: a strategic investment for the company.

    • ( 4) Sogotec Precision Co., Ltd.: manufacturing and trading of electronic machinery and peripheral products.

    • (5 ) AP Parpro, Inc.: Production and sales of electronic components such as aerospace , national defense , Netcom , smart retail and medical care .

    • (6 ) Pilot (Las Vegas), Inc.: Investment holding company.

    • (7 ) Parpro (Nevada), Inc.: responsible for the sales of industrial computers and gaming machines.

    • (8 ) Parpro Quality , Inc.: Investment holding company.

    • ( 9) Parpro Technologies , Inc.: Production and sales of electronic components such as aerospace , national defense , Netcom , and medical care

  • The names of the directors, supervisors and general managers of each affiliated

company and their shareholding or capital contribution to the company

Unit: thousand shares/1 March 31 , 2023

Company
Name
Job title name or representative Hold shares
Number of
shares
(thousand
shares)

shareholding
ratio
Efa
Technologies
Corporation
Director Parpro
Corporation
Technology Co., Ltd.
Representative: Liao Wenjia

3,272
100%
Director Parpro
Corporation
Technology Co., Ltd.
Representative: Wu Hsiu Pi

3,272
100%
Director Parpro
Corporation
Technology Co., Ltd.
Representative: SongXinda

3,272
100%
  • 104-
Supervisor Parpro
Corporation
Technology Co., Ltd.
Representative:
Yan
Congqian


3,272
100%
Parpro Holdings
Co., Ltd.

Director
Parpro
Corporation
Technology Co., Ltd.
Representative: Liao Wenjia

36
100%
Anderson
Industrial Corp.
Chairman Yunyong Investment Co.,
Ltd.
Representative
:
Liao
Wenjia


20,000
10.45%
Director Yunyong Investment Co.,
Ltd.
Representative : LinQiquan

20,000
10.45%
Director Yunyong Investment Co.,
Ltd.
Representative
:
Xu
Yonghao


20,000
10.45%
Director Yunyong Investment Co.,
Ltd.
Representative
:
Huang
Yixian


20,000
10.45%
Independent
director
Wu Qingsong - -
Independent
director
Lai Junliang - -
Independent
director
Liang Yihong - -
Sogotec
Precision Co.,
Ltd. (Note)
Chairman Anderson Industrial Corp.
Representative:
Liao
Wenjia


11,796
58.11%
Director Anderson Industrial Corp.
Representative:
Huang
Yixian


11,796
58.11%
Director and
General
manager
Anderson Industrial Corp.
Representative:
Hou
Jianfu


11,796
58.11%
Director Deng Chuanjin - -
Independent
director
Lin Shaoyuan - -
Independent
director
Liu Fuyun - -
Independent
director
Lai Wenxiang - -
  • 105-
AP Parpro,
Inc.
Director Parpro Holdings Co., Ltd.
Representative:
Liao
Wenjia

7
100%
Director Parpro Holdings Co., Ltd.
Representative: Wu Hsiu
Pi

7
100%
Director Parpro Holdings Co., Ltd.
Representative:
Thomas
Sparrvik

7
100%
Pilot (Las
Vegas), Inc.
Director Parpro Holdings Co., Ltd.
Representative:
Liao
Wenjia

1
100%
Director Parpro Holdings Co., Ltd.
Representative:
Thomas
Sparrvik

1
100%
Director Parpro Holdings Co., Ltd.
Representative: Wu Hsiu
Pi

1
100%
Parpro
(Nevada), Inc.
Director AP Parpro, Inc.
Representative:
Liao
Wenjia

1
80%
Director AP Parpro, Inc.
Representative:
Thomas
Sparrvik

1
80%
Director Pilot (Las Vegas), Inc.
Representative: Wu Hsiu
Pi

1
20%
Parpro
Quality, Inc.
Director Parpro Holdings Co., Ltd.
Representative:
Liao
Wenjia

23,500
100%
Director Parpro Holdings Co., Ltd.
Representative:
Thomas
Sparrvik

23,500
100%
Director Parpro Holdings Co., Ltd.
Representative: Wu Hsiu
Pi

23,500
100%
Parpro
Technologies,
Inc.
Director Parpro Quality, Inc
Representative:
Liao
Wenjia

13
100%
Director Parpro Quality, Inc.
Representative:
Thomas
Sparrvik

13
100%
  • 106-
Director Parpro Quality, Inc.
Representative: Wu Hsiu
Pi

13
100%

Note: Sogotec Co., Ltd.changed its name to Sogotec Precision Co., Ltd. after the change registration was completed on January 9, 2015.

  • 107-

5. Overview of the operation of each affiliated company

December 31, 2022; unit: thousands of NT dollars/thousands of foreign currency

Company Name Capital
amount
Total assets Total
liabilities
Net worth Operating
income
Operating
profit and loss
Profit and loss
for the period
(after tax)
Earnings per
share
(dollar)
(after tax)
Efa Technologies
Corporation
32,719 20,991 150 20,841 0 (904) 1,847 Not
applicable
Anderson
IndustrialCorp..
1,943,310 4,005,821 1,618,558 2,387,263 1,222,098 48,307 155,667 0.81
Sogotec Precision
Co.,Ltd.
204,000 1,353,246 792,265 560,981 458,168 (34,110) (8,864) (0.44)
Parpro
Holdings
Co.,Ltd.
USD36,190 USD57,066 USD844 USD56,222 0 (1,067) USD2,031 Not
applicable
Pilot (Las Vegas),
Inc.
USD982 USD844 USD5 USD839 0 0 USD540 Not
applicable
Parpro
Quality,
Inc.
USD23,500 USD37,176 0 USD37,176 0 0 USD929 Not
applicable
Parpro
Technologies,Inc.
USD23,500 USD44,145 USD6,969 USD37,176 USD34,085 USD1,285 USD929 Not
applicable
AP Parpro, Inc. USD6,870 USD40,935 USD26,190 USD14,745 USD50,621 (USD270) USD1,584 Not
applicable
Parpro (Nevada),
Inc.
USD3,796 USD12,169 USD7,975 USD4,194 USD28,722 USD2,244 USD2,700 Not
applicable
  • 108-

  • (2) Consolidated financial statements of affiliated enterprises:

In 2022 (from January 1, 2022 to December 31, 2022), our company should be included in the preparation of related company mergers in accordance with the "Relationship Enterprise Merger Business Report, Related Enterprise Consolidated Financial Statements, and Relationship Report Preparation Guidelines " The company for the financial statements is the same as the company that should be included in the preparation of the parent-subsidiary consolidated financial statements in accordance with International Accounting Standards No. 10, and the relevant information that should be disclosed in the parent-subsidiary consolidated financial statements has been disclosed in the previously disclosed parent-subsidiary consolidated financial statements. The consolidated financial statements of affiliated enterprises will no longer be prepared separately.

  • (3) Affiliated Enterprise Report: Not applicable.

  • Handling of private placement of securities in the most recent year and as of the date of publication of the annual report: None.

  • In the most recent year and as of the publication date of the annual report, the holding or disposal of the company's stoc ks by subsidiaries: None.

  • Other necessary supplementary explanations: None.

  • In the most recent year and as of the date of publication of the annual report, any event that had a material impact on shareholders' equity or securities prices as specified in Subparagraph 2, Paragraph 3, Article 36 of the Securities and Exchange Act: None.

  • 109-

PARPRO CORPORATION

Statement of Internal Control System

  1. The company knows that it is the responsibility of the board of directors and managers of the company to establish, implement and maintain an internal control system, and the company has already established such a system. Its purpose is to achieve the goals of operational effectiveness and efficiency (including profit, performance, and asset security, etc.), report reliability, timeliness, transparency, and compliance with relevant norms and compliance with relevant laws and regulations, and provide reasonable ensure.

  2. The internal control system has its inherent limitations. No matter how perfect the design is, an effective internal control system can only provide reasonable assurance for the achievement of the above three objectives; moreover, due to changes in the environment and circumstances, the effectiveness of the internal control system may vary change. However, the company's internal control system has a self-monitoring mechanism. Once a defect is identified, the company will take corrective action.

  3. The company judges whether the design and implementation of the internal control system are effective based on the items for judging the effectiveness of the internal control system stipulated in the "Guidelines for the Establishment of Internal Control Systems for Publicly Issued Companies" (hereinafter referred to as "the Guidelines"). The internal control system judgment items adopted in the "Processing Criteria" are based on the process of management control, and the internal control system is divided into five components: A. Control environment, B. Risk assessment, C. Control operations, D. Information Communicate with and E. Supervise operations. Each constituent element in turn includes several items. For the aforementioned items, please refer to the provisions of the "Handling Guidelines".

  4. The company has adopted the above-mentioned internal control system to judge projects and evaluate the effectiveness of the design and implementation of the internal control system.

  5. Based on the evaluation results in the preceding paragraph, the company believes that the company's internal control system (including the supervision and management of subsidiaries) on December 31, 2022 includes understanding the effect of operations and the degree of achievement of efficiency goals, The reporting is reliable, timely, transparent and in compliance with relevant norms and relevant laws and regulations, and the design and implementation of the relevant internal control system are effective, which can reasonably ensure the achievement of the above goals.

  6. This statement will become the main content of the company's annual report and prospectus, and will be made public. If there are falsehoods, concealment, or other illegal matters in the above-mentioned disclosed content, it will involve legal liabilities under Articles 20, 32, 171, and 174 of the Securities and Exchange Law.

  7. This statement was approved by the company's board of directors on March 9, 2023. Among the seven directors present, no director held an objection, and the rest agreed with the content of this statement, and hereby declare it.

Very truly yours, Parpro Corporation By

WEN JIA LIAO Chairman

WEN JIA LIAO CEO

  • 110-

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Stockholders Parpro Corporation

Opinion

We have audited the accompanying financial statements of Parpro Corporation (the “Company”), which comprise the balance sheets as of December 31, 2022 and 2021, and the statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the financial statements, including a summary of significant accounting policies (collectively referred to as the “financial statements”).

In our opinion, based on our audits and the report of other auditors (refer to the other matter paragraph) the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

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

Key check items

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the year ended December 31, 2022. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

The key audit matters identified in the Company’s financial statements for the year ended December 31, 2022 are stated as follows:

  • Investments using the equity method Authenticity of Revenue Occurrence

Parpro Corporation mainly sells gaming and industrial computers, as well as aerospace and defense industry products. In 2022, the amount of product revenue from some customers has changed significantly compared with the amount in the same period last year. Considering that the revenue recognition has a high innate risk of fraud, and the management may be under pressure to achieve the expected financial goals, because the authenticity of such income is listed as a key verification item.

The main verification procedures performed by our auditors on the above matters are as follows:

  1. Understand and test the main internal control system of these revenues, and evaluate its design and implementation effectiveness.

  2. Obtain the detailed accounts of these incomes, select samples to perform detailed tests, and review documents such as orders, shipping orders, and invoices to confirm the authenticity of such incomes.

  3. Obtain the sub-accounts of these incomes, and select samples to test whether there are major differences in the recipients and amounts of receivables and offsets, so as to confirm the authenticity of such incomes.

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

Management is responsible for the preparation and fair presentation of the financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRS, IAS, IFRIC, and SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

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

Those charged with governance, including the audit committees, are responsible for overseeing the Company’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a

  • 111-

material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

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

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

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

  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern.

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

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

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements for the year ended December 31, 2022 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. The engagement partners on the audits resulting in this independent auditors’ report are Pei De Chen and Jun Hong Chen.

  • 112-

Parpro Corporation

Balance Sheets

December 31, 2022 and 2021

(In Thousands of New Taiwan Dollars) Unit: NT$ thousand

Assets December 31,2022
December 31,2021
December 31,2022
December 31,2021
December 31,2022
December 31,2021
Amount
%
Amount
%
Current assets
Cash (Notes 4 and 6)
Accounts receivable (Notes 4, 9 and 24)
Other receivables (Notes 4 and 24)
Current tax assets
Inventories (Notes 4 and 10)
Prepayments
Total Current Assets
Non-current assets
Financial assets at fair value through other comprehensive income
(Notes 4 and 8)
Investments accounted for using the equity method (Notes 4, 5 and 11)
Property, plant and equipment (Notes 4 and 12)
Right-of-use asset
Deferred tax assets (Notes 4 and 20)
Other non-current assets
Total non-current assets
Total assets
Liabilities and equity
$ 47,896
2
$ 145,488
6
49,986
2
32,681
1
286,267
10
71,877
3
3
-
9
-
454
-
9,076
1
2,790
-
573
-
387,396
14
259,704
11
10,160
-
2,328,589
85
16,309
1
521
-
1,211
-
1,939
-
-
-
2,098,268
88
23,585
1
3,784
-
1,431
-
2,287
-
2,358,729
86
2,129,355
89
$ 2,746,125
100
$470,000
17
11,954
-
18,218
-
80,669
3
1,113
-
532
-
130,041
5
46,030
2
$ 2,389,059
100
$530,000
22
7,948
-
5,966
-
17,442
1
1,113
-
3,308
-
562,575
24
270
-
Current liabilities
Short-term borrowings (Note 13)
Financial liabilities at fair value through profit or loss (Notes 4 and 7)
Accounts payable
Other payables (Notes 15 and 24)
Provisions
Short-term lease liabilities
Current portion of Long-term liabilities (Notes 13 and 14)
Other current liabilities (Notes 18 and 24)
Total current liabilities
Non-current liabilities
Corporate bonds payable (Notes 4 and 14)
Long-term borrowings (Note 13)
Deferred tax liabilities (Notes 4 and 20)
Long-term lease liabilities
Total non-current liabilities
Total liabilities
Equity (Notes 4 and 17)
Share capital
Ordinary shares
Share capital to be registered
Total share capital
Capital surplus
Retained earnings
Legal surplus reserve
Special surplus reserve
Unappropriated earnings
total retained earnings
Other equity
Treasury shares
Total equity
Total liabilities and equity
758,557
27
1,128,622
47
463,567
17
47,827
2
1,995
-
-
-
-
-
46,843
2
20
-
532
-
513,389
19
47,395
2
1,271,946
46
1,176,017
49
833,544
30
-
-
834,516
35
28
-
833,544
30
834,544
35
329,808
12
310,881
13
131,486
5
137,381
5
104,145
4
120,889
5
76,537
3
105,974
5
373,012
14
303,400
13
(33,051)
(1)
(204,059)
(9)
(29,134)
(1)
(31,724)
(1)
1,474,179
54
1,213,042
51
$ 2,746,125
100
$ 2,389,059
100

The accompanying notes are an integral part of the financial statements. (With Deloitte & Touche auditors’ report dated March 9, 2023)

  • 113-

Parpro Corporation

Statements of Comprehensive Income

For The Years Ended December 31, 2022 And 2021

(In Thousands of New Taiwan Dollars, Except Earnings (Loss) Per Share)

Operating Revenue (Notes 4, 18 and 24)
Operating Cost (Notes 10, 19 and 24)
Gross (loss) profit
Operating expenses (Notes 9 and 19)
Selling and marketing expenses
General and administrative expenses
Research and development expenses
Expected credit loss
Total operating expenses
Total operating expenses
Non-operating income and expenses (Notes 19 and
24)
Interest income
Other income
Other gains and losses
Financial costs
Share of profits (losses) of subsidiaries
accounted for using the equity method
Total non-operating income and expenses
Net profit before tax
Income tax expenses (Notes 4 and 20)
Net profit for the year
2022
2021
Amount
%
Amount
%
$82,345
100 $208,730
100
82,589
100 201,239
96
(244)
-
7,491
4
13
-
1,008
1
62,008
76
46,346
22
-
-
124
-
(835)
(1)
(201)
-
61,186
75
47,277
23
(61,430)
(75) (39,786)
(19)
1,506
2
1,527
1
88,299
107
82,898
39
16,445
20
(410)
-
(35,013)
(42) (19,280)
(9)
93,012
113
83,108
40
164,249
200 147,843
71
102,819
125 108,057
52
(3,306)
(4)
(1,751)
(1)
99,513
121 106,306
51

(Continued on next page)

  • 114-

(Continued from previous page)

Other comprehensive income
Items that will not be reclassified
subsequently to profit or loss:
Unrealized gain on investments in
equity instruments at fair value
through other comprehensive income
Share of the other comprehensive
(loss) income of subsidiaries
accounted for using the equity
method
Items that may be reclassified
subsequently to profit or loss:
Exchange differences on translation
of the financial statements of foreign
operations
Other comprehensive income (loss)
for the year, net of income tax
Total comprehensive profit and loss for the
year
Earnings per share (Note 21)
Basic
Dilution
2022 2021
Amount
%
Amount
%

($ 7,300)
(9)
9,144
11
172,155
209
$ -
-
(10,856)
(5)
(50,320)
(24)
173,999
211
(61,176)
(29)
$ 273,512
332
$ 1.21
$ 1.07
$ 45,130
22
$ 1.29
$ 1.13

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

(With Deloitte & Touche auditors’ report dated March 9, 2023) (Concluded)

  • 115-

Parpro Corporation

Statements of Changes In Equity

For The Years Ended December 31, 2022 And 2021 (In Thousands of New Taiwan Dollars)

Balance at January 1, 2021
Legal surplus reserve offset deficit
Cash dividends distributed from capital surplus
Net profit for the year ended December 31, 2021
Other comprehensive lossafter taxfor the year ended December 31, 2021
Other comprehensive income (loss) for the year ended December 31, 2021
Convertible corporate bond conversion
Balance at December 31, 2021
Surplus Distribution for the year ended December 31, 2021
Legal surplus reserve
Special surplus reserve
Cash dividends distribution
Total surplus distribution
Net profit for the year ended December 31, 2022
Other comprehensive lossafter taxfor the year ended December 31, 2022
Total comprehensive income for the year ended December 31, 2022
Issuance of convertible corporate bonds recognizes equity components
Cash dividends distributed from capital surplus
Convertible corporate bond conversion
Treasury Shares cancellation
Balance at December 31, 2022
Share capital
Shares
Share capital to be
registered
Capital surplus
Share capital
Shares
Share capital to be
registered
Capital surplus
Share capital
Shares
Share capital to be
registered
Capital surplus
Share capital
Shares
Share capital to be
registered
Capital surplus
Retained earnings
Other equity
Legal surplus
reserve
Special surplus
reserve
Unappropriated
earnings
Exchange Differences
on Translation of the
Financial Statements
of Foreign Operation
Unrealized Valuation
Gain (Loss) on
Financial Assets at
Fair Value Through
Other Comprehensive
Income
Treasury Shares
Total
Retained earnings
Other equity
Legal surplus
reserve
Special surplus
reserve
Unappropriated
earnings
Exchange Differences
on Translation of the
Financial Statements
of Foreign Operation
Unrealized Valuation
Gain (Loss) on
Financial Assets at
Fair Value Through
Other Comprehensive
Income
Treasury Shares
Total
Retained earnings
Other equity
Legal surplus
reserve
Special surplus
reserve
Unappropriated
earnings
Exchange Differences
on Translation of the
Financial Statements
of Foreign Operation
Unrealized Valuation
Gain (Loss) on
Financial Assets at
Fair Value Through
Other Comprehensive
Income
Treasury Shares
Total
Retained earnings
Other equity
Legal surplus
reserve
Special surplus
reserve
Unappropriated
earnings
Exchange Differences
on Translation of the
Financial Statements
of Foreign Operation
Unrealized Valuation
Gain (Loss) on
Financial Assets at
Fair Value Through
Other Comprehensive
Income
Treasury Shares
Total
Retained earnings
Other equity
Legal surplus
reserve
Special surplus
reserve
Unappropriated
earnings
Exchange Differences
on Translation of the
Financial Statements
of Foreign Operation
Unrealized Valuation
Gain (Loss) on
Financial Assets at
Fair Value Through
Other Comprehensive
Income
Treasury Shares
Total
Retained earnings
Other equity
Legal surplus
reserve
Special surplus
reserve
Unappropriated
earnings
Exchange Differences
on Translation of the
Financial Statements
of Foreign Operation
Unrealized Valuation
Gain (Loss) on
Financial Assets at
Fair Value Through
Other Comprehensive
Income
Treasury Shares
Total
Retained earnings
Other equity
Legal surplus
reserve
Special surplus
reserve
Unappropriated
earnings
Exchange Differences
on Translation of the
Financial Statements
of Foreign Operation
Unrealized Valuation
Gain (Loss) on
Financial Assets at
Fair Value Through
Other Comprehensive
Income
Treasury Shares
Total
Retained earnings
Other equity
Legal surplus
reserve
Special surplus
reserve
Unappropriated
earnings
Exchange Differences
on Translation of the
Financial Statements
of Foreign Operation
Unrealized Valuation
Gain (Loss) on
Financial Assets at
Fair Value Through
Other Comprehensive
Income
Treasury Shares
Total
Retained earnings
Other equity
Legal surplus
reserve
Special surplus
reserve
Unappropriated
earnings
Exchange Differences
on Translation of the
Financial Statements
of Foreign Operation
Unrealized Valuation
Gain (Loss) on
Financial Assets at
Fair Value Through
Other Comprehensive
Income
Treasury Shares
Total
Retained earnings
Other equity
Legal surplus
reserve
Special surplus
reserve
Unappropriated
earnings
Exchange Differences
on Translation of the
Financial Statements
of Foreign Operation
Unrealized Valuation
Gain (Loss) on
Financial Assets at
Fair Value Through
Other Comprehensive
Income
Treasury Shares
Total
Retained earnings
Other equity
Legal surplus
reserve
Special surplus
reserve
Unappropriated
earnings
Exchange Differences
on Translation of the
Financial Statements
of Foreign Operation
Unrealized Valuation
Gain (Loss) on
Financial Assets at
Fair Value Through
Other Comprehensive
Income
Treasury Shares
Total
Retained earnings
Other equity
Legal surplus
reserve
Special surplus
reserve
Unappropriated
earnings
Exchange Differences
on Translation of the
Financial Statements
of Foreign Operation
Unrealized Valuation
Gain (Loss) on
Financial Assets at
Fair Value Through
Other Comprehensive
Income
Treasury Shares
Total
Retained earnings
Other equity
Legal surplus
reserve
Special surplus
reserve
Unappropriated
earnings
Exchange Differences
on Translation of the
Financial Statements
of Foreign Operation
Unrealized Valuation
Gain (Loss) on
Financial Assets at
Fair Value Through
Other Comprehensive
Income
Treasury Shares
Total
Retained earnings
Other equity
Legal surplus
reserve
Special surplus
reserve
Unappropriated
earnings
Exchange Differences
on Translation of the
Financial Statements
of Foreign Operation
Unrealized Valuation
Gain (Loss) on
Financial Assets at
Fair Value Through
Other Comprehensive
Income
Treasury Shares
Total
Equity
Ordinary
$ 834,516
$ -
-
-
-
-
$ -
-
-
-
351,925
$ -
(41,113)
-
-
148,508
$ (27,619)
-
-
-
76,537
-
-
-
-
($ 27,619)
($ 27,619
-
106,306
(332)
143,644)
-
-
-
(50,320)
$ 429
-
-
-
(10,524)
($ 31,724) $ -
-
-
-
1,208,928
-
(41,113)
106,306
(61,176)
- - - - - 105,974 (50,320) (10,524) - 45,130
- 28 69 - - - - - - 97
834,516
-
-
-
28
-
-
-
310,881
-
-
-
120,889
10,597
-
-
76,537
-
60,844
-
105,974
(10,597)
(60,844)
(32,892)
(193,964)
-
-
-
(10,095)
-
-
-
(31,724)
-
-
-
1,213,042
-
-
(32,892)
- - - 10,597 60,844 (104,333) - - - (32,892)
-
-
-
-
-
-
-
-
-
-
99,513
2,991
-
172,155
-
(1,147)
-
-
99,513
173,999
- - - - - 102,504 172,155 (1,147) - 273,512
-
-
28
(1,000)
-
-
(28)
-
28,740
(8,223)
-
(1,590)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2,590
28,740
(8,223)
-
-
$ 833,544 $- $ 329,808 $ 131,486 $ 137,381 $ 104,145 ($ 21,809) ($ 11,242) ($ 29,134) $ 1,474,179

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

(With Deloitte & Touche auditors’ report dated March 9, 2023)

  • 116-

Parpro Corporation

Statements Of Cash Flows

For The Years Ended December 31, 2022 And 2021

(In Thousands of New Taiwan Dollars)

2022 2021
Cash flows from operating activities
Income before income tax $ 102,819 $ 108,057
Adjustments for:
Depreciation expense 10,539 12,424
Expected credit loss recognized on accounts receivable (835) (201)
Net gain (loss) on fair value changes of financial assets at fair value
through profit or loss

4,003
(6,099)
Financial costs 35,013 19,280
Interest income (1,506) (1,527)
Profit and loss shares of subsidiaries and affiliated enterprises using the
equity method

(93,012)
(83,108)
Gain on disposal of property, plant and equipment (108) -
(Reversal) Write-downs of inventories (2,367) 383
Unrealized foreign exchange (benefit) losses (27,377) 6,751
Losses on repayment of convertible corporate bonds 6,175 -
Changes in operating assets and liabilities
Accounts receivable (12,424) (1,135)
Other receivables (49,799) 17,469
Inventories 10,989 153,939
Prepayments (2,217) (366)
accounts payable 12,170 5,978
Other payables (1,945) (1,059)
Other current liabilities 45,760 (75)
Cash generated from operations 35,878 230,711
Interest received 1,651 52
Interest paid (19,247) (10,337)
Income tax returned 13 -
Net cash generated from operating activities 18,295 220,426
Cash flows from investing activities
Acquisition of financial assets at fair value through other
comprehensive income

(17,460)
-
Payments for property, plant and equipment - (147)

(continued on next page)

  • 117-

(continued from previous page)

2022
Disposal of property, plant and equipment
$ 108
Decrease in refundable deposits
-
Loans lend to subsidiaries
(150,862)
Decrease in other non-current assets
348
Dividends received from associates
3,990
Net cash generated from (used in) investing activities
(163,876)
Cash flows from financing activities
Decrease in short-term borrowings
(60,000)
Issuance of convertible corporate bonds
494,409
Repayment of convertible corporate bonds
(425,500)
Proceeds from long-term borrowings
70,000
Repayment of long-term borrowings
(101,036)
Increase in other payables
65,000
Repayment of the principal portion of lease liabilities
(3,308)
Cash dividends paid
(41,115)
Subsidiary capital reduction and return of shares
40,000
Net cash inflows generated from (used in) financing activities
38,450
Effects of exchange rate changes on the balance of cash held in
foreign currencies
9,539
Net (decrease) increase in cash
(97,592)
Cash at the beginning of the year
145,488
Cash at the end of the year
$ 47,896
2022 2022 2021
$ 108
-
(150,862)
348
3,990
$ -
753
-
1,397
4,470
(163,876) 6,473
(60,000)
494,409
(425,500)
70,000
(101,036)
65,000
(3,308)
(41,115)
40,000
(110,000)
-
-
50,000
(107,197)
-
(3,254)
(41,113)
-
38,450 (211,564)
9,539 (3,302)
(97,592)
145,488
12,033
133,455
$ 47,896 $ 145,488

The accompanying notes are an integral part of the financial statements. (With Deloitte & Touche auditors’ report dated March 9, 2023) (Concluded)

  • 118-

Parpro Corporation

Notes to Financial Statements For The Years Ended December 31, 2022 and 2021 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

1. GENERAL INFORMATION

Parpro Corporation (hereinafter referred to as "the company") was established on December 27, 2001. The company engaged in the manufacturing and selling of motherboards for security control and communication, industrial computers and gaming machines.

Since November 21, 2013, the Company’s shares have been listed on the Taiwan Stock Exchange (TWSE).

The financial statements are presented in the Company’s functional currency, the New Taiwan dollar.

2. APPROVAL OF FINANCIAL STATEMENTS

The financial statements were approved by the Company’s board of directors on March 9, 2023.

3. APPLICATION OF NEW, AMENDED AND REVISED STANDARDS, AMENDMENTS AND INTERPRETATIONS

  • a. Initial application of the amendments to the International Financial Reporting Standards (IFRS),International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) (collectively, the “IFRSs”) endorsed and issued into effect by the Financial Supervisory Commission (FSC).

The initial application of the IFRSs endorsed and issued into effect by the FSC did not have material impact on the Company’s accounting policies

  • b. The IFRSs endorsed by the FSC for application starting from 2023

New IFRSs

Effective Date Announced by IASB

Amendments to IAS 1 “Disclosure of Accounting January 1 , 2023 ( Note 1 ) _ Policies”

Amendments to IAS 8 “Definition of Accounting January 1 , 2023 ( Note 2 ) Estimates”

Amendments to IAS 12 “Deferred Tax related to Assets January 1 , 2023 ( Note 3 ) _ and Liabilities arising from a Single Transaction”

  • 119-

Note1: Unless stated otherwise, the above New IFRSs are effective for annual reporting periods beginning on or after their respective effective dates.

  • Note2: The amendments will be applied prospectively for annual reporting periods beginning on or after January 1, 2023.

Note3: The amendments are applicable to changes in accounting estimates and changes in accounting policies that occur on or after the beginning of the annual reporting period beginning on or after January 1, 2023.

As of the date the financial statements were authorized for issue, the Company is continuously assessing the possible impact that the application of other standards and interpretations will have on the Company’s financial position and financial performance and will disclose the relevant impact when the assessment is completed.

c. New IFRSs in issue but not yet endorsed and issued into effect by the FSC

NewIFRSs
Amendments to IFRS 10 and IAS 28 “Sale or
Contribution of Assets between An Investor and
Its Associate or Joint Venture”
Amendments to IFRS 16 "Lease Liability in Sale and
Leaseback"
IFRS 17 “Insurance Contracts”
Amendments to IFRS 17
Amendments to IFRS 17 “Initial Application of IFRS
9 and IFRS 17—Comparative Information”
Amendments to IAS 1 “Classification of Liabilities
as Current or Non-current”
Amendments to IAS 1 “Disclosure of Accounting
Policies”
Effective Date Announced
byIASB(Note 1)
To be determined by IASB
January 1, 2024 (Note 2 )
January 1, 2023
January 1, 2023
January 1, 2023
January 1, 2024
January 1, 2024
  • Note1 : Unless stated otherwise, the above New IFRSs are effective for annual reporting periods beginning on or after their respective effective dates.

  • Note 2 : The seller and lessee shall apply IFRS retroactively to the sale and leaseback transactions signed after 16 days after the initial application of IFRS Amendments to 16 .

  • 120-

As of the release date the financial statements were authorized for issue, the Company is continuously assessing the possible impact that the application of other standards and interpretations will have on the Company’s financial position and financial performance and will disclose the relevant impact when the assessment is completed.

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  • a. Statement of compliance The financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRSs as endorsed and issued into effect by the FSC.

  • b. Basis of preparation The financial statements have been prepared on the historical co st basis except for financial instruments which are measured at fair value and net defined benefit liabilities which are measured at the present value of the defined benefit obligation less the fair value of plan assets.

  • The fair value measurements, which are grouped into Levels 1 to 3 based on the degree to which the fair value measurement inputs are observable and based on the significance of the inputs to the fair value measurement in its entirety, are described as follows:

  • (1) Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities;

  • (2) Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and Level 3 inputs are unobservable inputs for the asset or liability.

  • c. Classification of current and non-current assets and liabilities Current assets include:

  • (1)Assets held primarily for the purpose of trading;

  • (2) Assets expected to be realized within twelve months after the reporting period; and

  • (3) Cash and cash equivalents unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

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Current liabilities include:

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

  • (2) Liabilities due to be settled within twelve months after the reporting period, even if an agreement to refinance, or to reschedule payments, on a long-term basis is completed after the reporting period and before the financial statements are authorized for issue; and

  • (3) Liabilities for which the Company does not have an unconditional right to defer settlement for at least twelve months after the reporting period.

Assets and liabilities that are not classified as current are classified as non-current.

  • d. Foreign currency

In preparing the financial statements of each individual entity, transactions in currencies other than the entity’s functional currency (foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions.

At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Exchange differences on monetary items arising from settlement or translation are recognized in profit or loss in the period.

Non-monetary items measured at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Exchange differences arising from the retranslation of non-monetary items are included in profit or loss for the period except for exchange differences arising from the retranslation of non-monetary items in respect of which gains and losses are recognized directly in other comprehensive income, in which case, the exchange differences are also recognized directly in other comprehensive income.

  • 122-

e. Inventory

Inventories, which comprise finished goods, work-in-process, raw materials and merchandise, are stated at the lower of cost or net realizable value. Inventory write-downs are made by item, except where it may be appropriate to group similar or related items. Net realizable value is the estimated selling price of inventories less all estimated costs of completion and costs necessary to make the sale. Inventories are recorded at weighted-average cost.

  • f. Investing in affiliated companies

An associate is an entity over which the Company has significant influence and which is neither a subsidiary nor an interest in a joint venture. The Company uses the equity method to account for its investments in associates.

Under the equity method, investments in an associate are initially recognized at cost and adjusted thereafter to recognize the Company’s share of the profit or loss and other comprehensive income of the associate. The Company also recognizes the changes in the Company’s share of the equity of associates and joint ventures.

When the Company subscribes for additional new shares of an associate at a percentage different from its existing ownership percentage, the resulting carrying amount of the investment differs from the amount of the Company’s proportionate interest in the associate. The Company records such a difference as an adjustment to investments with the corresponding amount charged or credited to capital surplus - changes in capital surplus from investments in associates and joint ventures accounted for using the equity method. If the Company’s ownership interest is reduced due to its additional subscription of the new shares of the associate, the proportionate amount of the gains or losses previously recognized in other comprehensive income in relation to that associate is reclassified to profit or loss on the same basis as would be required had the investee directly disposed of the related assets or liabilities. When the ad justment should be debited to capital surplus, but the capital surplus recognized from investments accounted for using the equity method is insufficient, the shortage is debited to retained earnings.

  • 123-

When the Company’s share of losses of an associate equals or exceeds its interest in that associate (which includes any carrying amount of the investment accounted for using the equity method and long-term interests that, in substance, form part of the Company’s net investment in the associate), the Company discontinues recognizing its share of further loss, if any. Additional losses and liabilities are recognized only to the extent that the Company has incurred legal obligations, or constructive obligations, or made payments on behalf of that associate.

The entire carrying amount of an investment (including goodwill) is tested for impairment as a single asset by comparing its recoverable amount with its carrying amount. Any impairment loss recognized is not allocated to any asset, including goodwill, that forms part of the carrying amount of the investment. Any reversal of that impairment loss is recognized to the extent that the recoverable amount of the investment subsequently increases.

  • g. Real estate, plant and equipment

Property, plant and equipment are stated at cost, less accumulated depreciation and accumulated impairment loss.

Except for freehold land which is not depreciated, the depreciation of property, plant and equipment is recognized using the straight -line method. Each significant part is depreciated separately. If the lease term is shorter than the useful lives, assets are depreciated over the lease term. The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.

On derecognition of an item of property, plant and equipment, the difference between the sales proceeds and the carrying amount of the asset is recognized in profit or loss.

  • h. Impairment of property, plant and equipment, right-of-use asset and intangible assets other than goodwill

At the end of each reporting period, the Company reviews the carrying amounts of its property, plant and equipment, right -of-use asset and intangible assets, excluding goodwill, to determine whether there is any indication that those assets have suffered any impairment loss. If any such

  • 124-

indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. When it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs. Corporate assets are allocated to the individual cash-generating units on a reasonable and consistent basis of allocation. Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment at least annually, and whenever there is an indication that the assets may be impaired.

The recoverable amount is the higher of fair value less costs to sell and value in use. If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount, with the resulting impairment loss recognized in profit or loss.

When an impairment loss is subsequently reversed, the carrying amount of the asset or cash-generating unit is increased to the revised estimate of its recoverable amount, but only to the extent of the carrying amount that would have been determined had no impairment loss been recognized on the asset or cash-generating unit in prior years. A reversal of an impairment loss is recognized in profit or loss.

  • i. Financial instruments

Financial assets and financial liabilities are recognized when the Company becomes a party to the contractual provisions of the instruments. Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets a nd financial liabilities at fair value through profit or loss (FVTPL)) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at FVTPL are recognized immediately in profit or loss.

(1) Financial assets

All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.

  • 125-

  • (a) Measurement categories

    • Financial assets are classified into the following categories: Financial assets at FVTPL and financial assets at amortized cost and equity instruments at fair value through other comprehensive income (FVTOCI). A. Financial assets measured at amortized cost
  • i. Financial assets at FVTPL Financial assets are classified as at FVTPL when such a financial asset is mandatorily classified or designated as at FVTPL. Financial assets mandatorily classified as at FVTPL include investments in equity instruments which are not designated as at FVTOCI and debt instruments that do not meet the amortized cost criteria or the FVTOCI criteria. Financial assets at FVTPL are subsequently measured at fair value, with any gains or losses arising on remeasurement recognized in profit or loss. The net gain or loss recognized in profit or loss incorporates any dividends or interest earned on such a financial asset.

  • ii. Financial assets at amortized cost

ii.

Financial assets that meet the following conditions are subsequently measured at amortized cost:

  • (i) The financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and

  • (ii) 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.

Subsequent to initial recognition, financial assets at amortized cost, including cash and cash equivalents, financial assets at amortized cost, notes and accounts receivable (including long-term receivables) and other receivables, are measured at amortized cost, which equals the gross carrying amount determined using the effective interest method less any impairment loss. Exchange differences are

  • 126-

recognized in profit or loss. Interest income is calculated by applying the effective interest rate to the gross carrying amount of such a financial asset. Cash equivalents include time deposits with original maturities within 3 months from the date of acquisition, which are highly liquid, readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. These cash equivalents are held for the purpose of meeting short-term cash commitments.

  • (iii) Investments in equity instruments at FVTOCI

On initial recognition, the Company may make an irrevocable election to designate investments in equity instruments as at FVTOCI. Designation as at FVTOCI is not permitted if the equity investment is held for trading or if it is contingent consideration recognized by a n acquirer in a business combination.

Investments in equity instruments at FVTOCI are subsequently measured at fair value with gains and losses arising from changes in fair value recognized in other comprehensive income and accumulated in other equity. The cumulative gain or loss will not be reclassified to profit or loss on disposal of the equity investments; instead, it will be transferred to retained earnings.

Dividends on these investments in equity instruments are recognized in profit or loss when the Company’s right to receive the dividends is established, unless the dividends clearly represent a recovery of part of the cost of the investment.

  • (b) Impairment of financial assets

The Company recognizes a loss allowance for expected credit losses (ECLs) on financial assets at amortized cost, including accounts receivables.

The Company always recognizes lifetime ECLs for accounts receivable. For all other financial instruments, the Company

  • 127-

recognizes lifetime ECLs when there has been a significant increase in credit risk since initial recognition. If, on the other hand, the credit risk on a financial instrument has not increased significantly since initial recognition, the Company measures the loss allowance for that financial instrument at an amount equal to 12-month ECLs.

ECLs reflect the weighted average of credit losses with the respective risks of default occurring as the weights. Lifetime ECLs represent the expected credit losses that will result from all possible default events over the expected life o f a financial instrument. In contrast, 12-month ECLs represent the portion of lifetime ECLs that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date.

The Company recognizes an impairment loss in profit or loss for all financial instruments with a corresponding adjustment to their carrying amount through a loss allowance account.

  • (c) Derecognition of financial assets

The Company derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party.

On derecognition of a financial asset at amortized cost in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss.

(2) Financial liabilities

(a) Subsequent measurement

All financial liabilities are measured at amortized cost using the effective interest method.

  • (b) Derecognition of financial liabilities

The difference between the carrying amount of the financial liability derecognized and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.

  • 128-

  • (c) Convertible corporate bonds

The convertible corporate bonds issued by the merged company are based on the substance of the contract agreement and the definition of financial liabilities and equity instruments, and its components are classified as financial liabilities and equity at the time of original recognition.

On original recognition, the fair value of the liability component is estimated using prevailing market interest rates for similar non-convertible instruments and measured at amortized cost using the effective interest method until the date of conversion or maturity. The liability component that is embedded in a non-equity derivative is measured at fair value.

The conversion right classified as equity is equal to the remaining amount of the overall fair value of the compound instrument minus the separately determined fair value of the liability component, which is recognized as equity after deducting the impact of income tax, and will not be measured subsequently. When the conversion right is exercised, its related liability components and the amount in equity will be transferred to share capital and capital reserve - issue premium. If the conversion right of the convertible corporate bonds has not been exercised on the maturity date, the amount recognized in equity will be transferred to capital reserve - others.

Transaction costs related to the issuance of convertible corporate bonds are apportioned to the liabilities and equity components of the instrument in proportion to the apportioned total price.

  • j. Revenue recognition

The Company identifies contracts with customers, allocates the transaction price to the performance obligations and recognizes revenue when performance obligations are satisfied.

Merchandise sales revenue

Merchandise sales revenue comes from the sales of gaming and industrial computers, and aerospace and defense industry components. The products sold by the merged company are recognized as revenue when the products are shipped according to the contract, and the merged company recognizes accounts receivable at that point in time .

  • 129-

When processing without materials, the control of the ownership of the processed products has not been transferred, so revenue is not recognized when the materials are removed.

  • k. Borrowing costs

Borrowing costs are recognized in profit or loss as incurred.

  • l. Employee benefits

  • (1) Short-term employee benefits

Liabilities recognized in respect of short -term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related service.

  • (2) Retirement benefits

Payments to defined contribution retirement benefit plans are recognized as an expense when employees have rendered service entitling them to the contributions.

Defined benefit costs (including service costs, net interest and remeasurement) under the defined benefit retirement benefit plans are determined using the projected unit credit method. Service costs (including current service costs) and net interest on a net defined benefit liability (asset) are recognized as employee benefits expenses in the period that they occur. Remeasurement, comprising actuarial gains and losses, the effect of the changes to the asset ceiling and the return on plan assets (excluding interest), is recognized in other comprehensive income in the period in which it occurs. Remeasurement recognized in other comprehensive income is reflected immediately in retained earnings and will not be reclassified to profit or loss.

The net defined benefit liability (asset) represents the actual deficit (surplus) in the Company’s defined benefit plan. Any surplus resulting from this calculation is limited to the present value of any refunds from the plans or reductions in future contributions to the plans.

m. Income tax

Income tax expense represents the sum of the tax currently payable and deferred tax.

  • (1) Current tax

  • 130-

Income tax payable (recoverable) is based on taxable profit (loss) for the year determined according to the applicable tax laws of each tax jurisdiction.

According to the Income Tax Law in the ROC, and additional tax on unappropriated earnings is provided for in the year the shareholders approve to retain earnings.

Adjustments of prior years’ tax liabilities are added to or deducted from the current year’s tax provision.

  • (2) Deferred tax

Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities and the corresponding tax bases used in the computation of taxable profit.

Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for deductible temporary differences or unused loss carryforward to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized. Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries and associates, except where the Company is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognized to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits of the temporary differences and that they are expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and is reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. A previously unrecognized deferred tax asset is also reviewed at the end of each reporting period and recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

  • 131-

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which a liability is settled or an asset is realized, based on tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

  • (3) Current tax and deferred tax for the year

Current tax and deferred tax are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive income or directly in equity; in which case, the current tax and deferred tax are also recognized in other comprehensive income or directly in equity respectively.

  1. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF

ESTIMATION UNCERTAINTY

In the application of the Company’s accounting policies, management is required to make judgments, estimatesand assumptions on the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered relevant. Actual results may differ from these estimates.

The Company considers the possible impact of the recent development of the COVID-19 in Taiwan and its economic environment implications when making its critical accounting estimates on cash flow projections,g rowth rate, discount rate, profitability, etc.The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

Key Sources of Estimation Uncertainty

The merged company holds 20.86% of the voting rights of Anderson Industrial Corporation and is the single largest shareholder. After considering the number and distribution of voting rights held by other

  • 132-

shareholders, other shareholders are not very scattered, and the voting pattern of the previous shareholders' meeting shows that other shareholders Shareholders are not passive, and the merged company cannot appoint more than half of the members of the governance unit, so it cannot dominate the relevant activities of Ender Company and therefore has no control. The management of the merged company believes that it only has a significant impact on Ende, so it is listed as an affiliated company of the merged company.

Major Sources of Uncertainty in Estimates and Assumptions

Estimated goodwill impairment

Determining whether goodwill is impaired requires an estimate o f the value in use of the cash-generating units to which the goodwill is allocated. To calculate value in use, management should estimate the future cash flows expected to be generated from the cash-generating unit and determine the appropriate discount rate to use in calculating the present value. If the actual cash flow is less than expected, or if the facts and circumstances change and the future cash flow is revised downward or the discount rate is revised upward, significant impairment losses may occur.

6. CASH

ASH
Bank Check and Demand Deposit
Cash on hand and working capital
December 31
2022
2021
$ 47,783
113
$ 47,896

$ 145,378
110
$ 145,488

The market rate intervals of cash in bank at the end of the reporting period were as follows:

period were as follows:
Bank balance December 31
2022
2021
0.39 %~1.05%
0.01%~0.05%
  • 133-

7. FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS

December 31

Financial liabilities
Held for trading
Derivatives
-Right of redemption
2022 2021
$ 11,954 $ 7,948

8. FINANCIAL ASSETS MEASURED AT FAIR VALUE THROUGH OTHER

COMPREHENSIVE INCOME

December 31

Equity instrument investment
Domestic listed stocks
2022 2021
$ 10,160 $-

The company invests in the above-mentioned ordinary shares for medium and long-term strategic purposes, and expects to make profits through long -term investment. The management of the company believes that if the short -term fair value fluctuations of these investments are included in the profit and loss, it is inconsistent with the aforementioned long-term investment plan, so it chooses to designate the investment to be measured at fair value through other comprehensive profits and losses.

9. ACCOUNTS RECEIVABLE

Accounts receivable
At amortized cost
Gross carrying amount
Less: Allowance for impairment loss
December 31
2022
2021
December 31
2022
2021
$ 49,986
-
$ 33,516

(835)
$ 49,986
$ 32,681

The average credit period of the company for commodity sales is 30 to 180 days.

The company recognizes the allowance loss of accounts receivable according to the expected credit loss during the existence period. The expected credit loss during the duration is based on the consideration of the customer's past collection experience, the increase in delayed payment exceeding the average credit period, and at the same time the customer's past default record, current financial situation and industrial economic situation. According to the credit

  • 134-

loss historical experience of the merged company, there is no significant difference in the loss patterns of different customer groups, so no further distinction is made between customer groups, and the expected credit loss rate is determined only by the days of accounts receivable.

If there is evidence that the counterparty is facing serious financial difficulties and the company cannot reasonably expect the recoverable amount, the company will write off the relevant accounts receivab le directly, but will continue to pursue activities, and the recovered amount due to the recovery will be recognized in profit or loss.

The allowance for accounts receivable of the company is as follows:

December 31,2022

ecember 31,2022
Gross carrying amount
Loss allowance
( Lifetime ECLs)
Amortized cost
ecember 31,2021
Gross carrying amount
Loss allowance
(Lifetime ECLs)
Amortized cost
Less than
180 days
181365
days
More than 366
days
Total
$ 25,060
-
$ 6,193
-
$ 18,733
-
$ 49,986
-
$ 25,060
Less than
180 days
$ 6,193
181365
days
$ 18,733
More than 366
days
$ 49,986

Total
$ 31,799
-
$ 1,717
(835)
$ -
-
$ 33,516
(835)
$ 31,799 $ 882 $- $ 32,681

December 31,2021

The above is an aging analysis based on the invoice date.

The movements of the loss allowance for accounts receivable were as follows:

ollows:
Balance at January 1
Add: Net remeasurement of loss allowance
Balance at December 31
2022
2021
$ 835
$ 1,036
(835)
(201)
$-
$ 835
$-
  • 135-

10. INVENTORIES

INVENTORIES
Finished goods
Raw materials
December 31
2022
2021
$ 454

-
$ -
9,076
$ 454 $ 9,076

The cost of goods sold related to inventory for the years ended December 31, 2022 and 2021 was $82,589 thousand and $201,239 thousand.

The cost of goods sold for the years ended December 31, 2022 and 2021, including inventory depreciation and sluggish loss, was ($2,367) thousand and $383 thousand respectively.

11. INVESTMENTS USING THE EQUITY METHOD

Investments in subsidiaries
Investments in associates
Invest in subsidiaries
Unlisted company
Efa Technologies Corporation
(hereinafter referred to as Efa Company)
Parpro Holdings Co., Ltd.
December 31
2022
2021
$ 1,747,415 $ 1,558,997
581,174
539,271
$ 2,328,589
$ 2,098,268
December 31
2022
2021
$ 20,840
$ 58,991
1,726,575
1,500,006
$ 1,747,415
$ 1,558,997
December 31
2022
2021
$ 1,747,415 $ 1,558,997
581,174
539,271
$ 2,328,589
$ 2,098,268
December 31
2022
2021
$ 20,840
$ 58,991
1,726,575
1,500,006
$ 1,747,415
$ 1,558,997
$ 1,747,415

The company's ownership and voting rights percentages in subsidiaries at the balance sheet date are as follows:

balance sheet date are as follows:
Efa Company
Parpro Holdings Co., Ltd.
December 31
2022
2021
100%
100%
100%
100%
  • 136-

a. Investing in associates

esting in associates
Significant associate company
Anderson Industrial Corp.
Individually insignificant
associate company
December 31
2022
2021
$ 554,651
26,523
$ 512,334
26,937
$ 581,174 $ 539,271

Significant associate companies are as follows:

Shareholding and voting rights Shareholding and voting rights Shareholding and voting rights
ratio
Company Name Nature of Activities Principal place of business December
2022
31, December 31,
2021
Non-metallic computer
Anderson Industrial
Corporation
numerical control
machining centers, PCB
electronic machinery,
Taiwan 20.86% 20.86%
cutting tools, plates, etc.
  • (1) Investments using the equity method and the combined company's share of profits and losses and other comprehensive profits and losses are recognized in accordance with the financial reports audited by accountants for the same period.

  • (2) Level 1 fair value information of affiliated companies with open market quotations is as follows:

Company Name
December 31
2022
2021
Anderson Industrial Corporation $ 405,031 $ 476,859
  • 137-

12. PROPERTY, PLANT AND EQUIPMENT

Cost
Balance at January 1, 2021
Additions
Disposals
Balance at December 31, 2021
Accumulated depreciation and
impairment
Balance at January 1, 2021
Disposals
Depreciation
Balance at December 31, 2021
Carrying amount at December 31,
2021
Cost
Balance at January 1, 2022
Disposals
Balance at December 31, 2022
Accumulated depreciation and
impairment
Balance at January 1, 2022
Disposals
Depreciation
Balance at December 31, 2022
Carrying amount at December 31,
2022
Machinery
Other Equipment
Machinery
Other Equipment
Machinery
Other Equipment
Total
$ 148,169
-
(320)
$ 10,464
147
-
$ 158,633
147
(320)
$ 147,849
$ 117,005
(320)
8,417
$ 10,611
$ 9,029
-
744
$ 158,460
$ 126,034
(320)
9,161
$ 125,102
$ 22,747
$ 147,849
-
$ 9,773
$ 838
$ 10,611
(850)
$ 134,875
$ 23,585
$ 158,460
(850)
$ 147,849
$ 125,102
-
6,694
$ 9,761
$ 9,773
(850)
582
$ 157,610
$ 134,875
(850)
7,276
$ 131,796
$ 16,053
$ 9,505
$ 256
$ 141,301
$ 16,309

The above items of property, plant and equipment are depreciated on a straight-line basis over the estimated useful lives as follows: Machinery 3 to 8 years Other Equipment 3 to 8 years

  • 138-

13. BORROWINGS

a. Short-term loans

hort-term loans
Unsecured borrowings
Bank loan
Interest rate range
December 31
2022
2021
$ 470,000
1.80%-2.18%
$ 530,000
1.04%-1.53%
  • b. Long-term loans
ong-term loans
Unsecured borrowing
Bank loan
Less: Current portion
Long term loan
Interest rate range
Loan due date
December
2022
31
2021
$ 106,338
(58,511)
$ 137,373
(90,530)
$ 47,827
$ 46,843
2.01% -2.47%
1.45%- 1.60%
September 2025 September 2024

14. CORPORATE BONDS PAYABLE

CORPORATE BONDS PAYABLE
Domestic Unsecured Convertible Corporate Bonds
Less: Discount of corporate bonds payable
Less: Current portion
Total corporate bonds payable
December 31
2022
2021
$ 574,400
(39,303)
(71,530)
$ 499,900
(27,855)
(472,045)
$ 463,567 $-

The company issued the second domestic unsecured convertible corporate bond with a coupon rate of 0% on December 13, 2019, and it was listed for trading on the counter trading center on the same day, with a total principal amount of 502,500 thousand and a face value of 100 thousand, issued according to 100.50% of the face value, the issuance terms is 5 years, and the conversion period is from March 14, 2020 to December 13, 2024. The conversion price at the time of issuance was $39 per share. Due to the distribution of dividends, the conversion price has been adjusted to $34.7 since August 23, 2022.

Following the issuance of the convertible corporate bonds 3 months to 40 days before the expiration of the issuance period, if the closing price of the

  • 139-

company’s common stock in the centralized trading market exceeds the current conversion price by 30% (inclusive) for 30 consecutive business days or when the outstanding balance of the convertible bonds is less than 10% of the original issued total amount, the company may take back all the bonds in cash according to the face value of the bonds.

After the issuance of the convertible corporate bonds for 3 and 4 years, the bondholders may request the company to redeem the convertible bonds they hold in cash at the face value of the bonds plus interest compe nsation.

This convertible corporate bond includes liabilities and equity components, and the equity component is expressed as "capital reserves - stock options" under the equity item. The liability component was originally recognized with an effective interest rate of 1.9452%.

As of December 31, 2022, the bondholders exercised the right to sell back, and the company has paid $438,393 thousand (including interest compensation of $12,893 thousand, the book value of corporate bonds $409,369 thousand and financial liabilities measured at fair value through profit and loss $9,956 thousand), and $6,175 thousand was recognized as a repayment loss.

repayment loss.
Issue price (less transaction costs of $5,406 thousand)
Equity components
Deferred tax assets
Financial liabilities
Components of Liabilities at Issue Date
Components of Liabilities as at January 1 ,2021
Interest calculated at an effective rate of 1.9452% (Note 22 )
Corporate bonds payable convert into ordinary shares
Components of Liabilities as at December 31 ,2021
Interest calculated at an effective rate of 1.9452% (Note 22 )
Repay corporate debt
Components of Liabilities as at December 31 ,2022
$ 497,094
(31,774)
1,081
(12,739)
$ 453,662
$ 463,066
9,073
(94)
472,045
8,854
(409,369)
$ 71,530

The company issued the third domestic unsecured convertible corporate bond with a coupon rate of 0% on March 10, 2022, and it was listed for trading on the counter trading center on the same day. It is issued according to 100.00% of the face value, the issuance term is 5 years, and the

  • 140-

conversion period is from June 11, 2022 to March 10, 2027. The conversion price at the time of issuance was $29.2 per share. Due to the distribution of dividends, the conversion price has been adjusted to $28.6 since August 23, 2022.

Following the issuance of the convertible corporate bonds 3 months to 40 days before the expiration of the issuance period , if the closing price of the company’s common stock in the centralized trading market exceeds the current conversion price by 30% (inclusive) for 30 consecutive business days or when the outstanding balance of the convertible bonds is less than 10% of the original issued total amount , the company may take back all the bonds in cash according to the face value of the bonds.

After the issuance of the convertible corporate bonds for 3 and 4 years, the
bondholders may request the company to redeem the convertible bonds they
hold in cash at the face value of the bonds plus interest compensation.
This convertible corporate bond includes liabilities and equity components,
and the equity component is expressed as "capital reserves - stock options"
under the equity item. The liability component was originally recognized
with an effective interest rate of 1.8061%.
Issue price (less transaction costs of $5,591 thousand)
$ 494,409
Equity components
(28,740)
Deferred tax assets
1,118
Financial liabilities
(9,960)
Components of Liabilities at Issue Date
$ 456,827
Issue date liability components on 2022
$ 456,827
Interest calculated at an effective rate of 1.8061% (Note 22 )
6,740
Components of Liabilities as at December 31 ,2022
$ 463,567
  • 141-

15. OTHER PAYABLES

.OTHER PAYABLES
Payables to related parties (Note 24)
Payables for salaries and bonuses
Payables for compensation of employees and
remuneration to directors and supervisors
Other
December 31
2022
2021
$ 65,189
6,343
5,408
3,729
$ 5,661
5,263
3,342
3,176
$ 80,669 $ 17,442

16. RETIREMENT BENEFIT PLANS

Defined contribution plans

The company adopted a pension plan under the Labor Pension Act (LPA), which is a state-managed defined contribution plan. Under the LPA, an entity makes monthly contributions to employees’ individual pension accounts at 6% of monthly salaries and wages.

17. EQUITY

  • a. Share capital
Number of shares authorized (in thousand)
Shares authorized
Number of shares issued and fully paid (in thousand)
Shares issued
December 31
2022
2021
December 31
2022
2021

120,000
$ 1,200,000
83,354
$ 833,544
120,000

$ 1,200,000

83,452

$ 834,516

As of December 31, 2021, there were still 3,000 shares that had not yet been registered for change due to the conversion of convertible corporate bonds, and were listed as pending registration share capital.

Among the authorized share, 500 thousand shares are reserved for the issuance of employee stock option certificates.

.

  • 142-

b. Capital reserves

pital reserves
May be used to offset a deficit, distributed as cash December 31
2022
2021
$ 268,383
27,957
33,468
$ 278,196
917
31,768

dividends, or transferred to share capital (Note)
Issuance of ordinary shares
Lapsed stock option
May not be used for any purpose
Convertible corporate bond warrants
$ 329,808 $ 310,881

Note: Such capital surplus may be used to offset a deficit; in addition, when the Company has no deficit, such capital surplus may be distributed as cash dividends or transferred to share capital (limited to a certain percentage of the Company’s number of shares fully paid).

  • c. Retained earnings and dividend policy

On May 31, 2022, the company passed the resolution of the shareholders' meeting to amend the Articles of Association, stipulating that when the company distributes surplus, statutory surplus reserves and capital reserves in cash, the board of directors is authorized to have more than two-thirds of the directors present and Distributed by a resolution of more than half of the directors present, and reported to the shareholders' meeting.

According to the surplus distribution polic y stipulated in the company's revised Articles of Association, the company will consider the company's environment and growth stage, respond to future capital needs and long-term financial planning, and meet shareholders' needs for cash inflow. If there is a surplus in the annual final accounts, Taxes should be paid first to make up for the losses of previous years, and 10% should be set aside as the legal surplus reserve, except when the legal surplus reserve has reached the total capital, and it can be allocated or reversed special surplus reserve according to business needs or regulations of the competent authority.

  • 143-

Shareholder dividends are based on the consideration of the current year's after-tax surplus and the accumulated undistributed surplus in the previous period. The principle of distributing the surplus amount shall not be less than 10% of the current year's after-tax surplus. Cash dividends shall not be less than 10% of the total dividends. If it is less than 0.1 yuan per share, it can be distributed as stock dividends, but the distribution ratio can be adjusted depending on the company's future earnings and capital status. When the company has no profit, no dividends and bonuses will be distributed. For employee and director remuneration distrib ution policy, please refer to Note 22 (6) Employee and Director Remuneration. The statutory surplus reserve shall be appropriated until its balance reaches the total paid-in share capital of the company. The statutory surplus reserve can be used to make up for losses. When the company has no losses, the portion of the statutory surplus reserve exceeding 25% of the total paid-in share capital may be allocated to share capital and distributed in cash.

The company's general meeting of shareholders on July 2, 2021 resolved to make up the loss of 27,619 thousand with the legal surplus reserve, and distributed $0.5 per share in cash with the capital reserve of $41,113 thousand.

On May 31, 2022, the company's shareholders' general meeting resolved to approve the 2021 profit distribution plan as follows:

Legal reserve
Special reserve
Cash dividend
Surplus Distribution
Proposal
Dividend per share
(Dollar)
$10,597
60,844
32,892
$0.40

The Company’s shareholders resolved to issue $0.1 per share of cash dividends from capital surplus of $8,223 thousand.

  • 144-

d. Treasury share

Purpose of Buy-back
Number of Shares at January 1,2021
Shares Transferred to Employees
Number of Shares at December 31,2021
Shares Cancelled
Number of Shares at December 31,2022
Shares transferred to
employees
(in thousands of shares)
1,225
-
1,225
(100)
1,125

Under the Securities and Exchange Act, the Company shall neither pledge treasury shares nor exercise shareholders’ rights on these shares, such as rights to dividends and to vote.21.

  • 145-

18. INCOME

a.Description of customer revenue

Revenue from the sale of goods

Sales revenue comes from the sales of gaming and industrial computers, and aerospace and defense industry components. The products sold by the company are recognized as revenue when the products are shipped according to the contract, and the company recognizes accounts receivable at the same time.

When processing without materials, the control of the ownership of the processed products has not been transferred, so revenue is not recognized when the materials are removed.

b.Contract Balance

Contract Balance
Accounts receivable (Note 9)
Contract liabilities (accounted for other
current liabilities) (Note 24)
December 31
2022
2021
January 1
2021
$ 49,986
$ 45,810
$ 32,681
$ 32,517

$-

$ 63

Changes in contract liabilities are primarily attributable to differences in the timing of satisfaction of performance obligations and the timing of payment by customers.

c.For the breakdown of customer revenue, please refer to Statement 4.

19. NET INCOME

Net income for the year includes the following items:

  • a. Other income
Other income
Management income ( Note 16 )
Rental income
Others
2022 2021
$ 62,983
24,170
1,146
$ 58,962
22,783
1,153
$ 88,299 $ 82,898
  • 146-

b. Other gains and losses

b. Other gains and losses
Net foreign exchange gain ( loss )
Net gain(loss) on financial instruments at FVTPL
Disposal gain on property, plant and equipment
Losses on repayment of convertible corporate bonds
Other
c. Finance cost
Interest on Convertible Corporate Bonds
Compensation interest for repayment of convertible
corporate bonds
Interest on bank loans
Interest on lease liabilities
d. Depreciation
Property, plant and equipment
Right-of-use assets
An analysis of depreciation by function
Operating cost
Operating expenses
e. Employee benefits expense
Short-term benefits
Salary
Labor health insurance
Other employment expenses
Post-employment benefits (Note 19 )
Defined contribution plans
An analysis of employee benefits expense by function
Operating cost
Operating expenses
2022 2021
($ 6,474)
6,099
-
-
(35)
($ 410)
2021
$ 9,073
-
10,121
86
$ 19,280
2021
$ 9,161
3,263
$ 12,424
$ 8,417
4,007
$ 12,424
2021
$ 26,515
(4,003)
108
(6,175)
-
$ 16,445
2022
$ 15,594
12,893
6,497
29
$ 35,013

2022
$ 7,276
3,263
$ 10,539

$ -
10,539
$ 10,539

2022
$ 21,571
944
766
23,281
486
$ 23,767
$ -
23,767
$ 23,767
$ 7,276
3,263
$ 10,539

$ -
10,539
$ 10,539

2022
$ 21,571
944
766
$ 24,606

889

586
23,281
26,081
486
456
$ 23,767
$ 26,537
$ 692

25,845

$ -
23,767
$ 23,767 $ 26,537
  • 147-

f. Remuneration of employees and directors

If the company makes profits in the year, it should allocate 1% to 15% as employee remuneration, which is distributed by the board of directors in the form of stocks or cash. The distribution objects include employees of subordinate companies who meet certain conditions; the company can increase the profit, the resolution of the board of directors shall allocate no more than 5% as director remuneration. Proposals on employee and director remuneration distribution should be reported to the shareholders' meeting. However, if the company still has accumulated losses, it shall reserve the compensation amount in advance, and then appropriate the remuneration of employees and directors in accordance with the proportion mentioned in the preceding paragraph.

On March 9, 2023 and March 16, 2022, the remuneration of employees and directors in 2022 and 2021 were resolved by the board of directors as follows:

as follows:
Accrual rate
Compensation of employees
Remuneration of directors
Amount
Compensation of employees
Remuneration of directors
2022
2%
1%
2022
Cash
Stock
$ 2,120
$ -
1,060
-
2022
2021
2%
1%
2021
Cash
Stock
$ 2,228 $ -
1,114
-

If there is a change in the amounts after the annual financial statements are authorized for issue, the differences are recorded as a change in the accounting estimate next year.

There is no difference between the actual distribution amount of employee and director and supervisor remuneration in 2021 and the recognized amount in the 2021 financial report. Due to the loss in 2020, the remuneration of employees and directors was not estimated.

Information on the compensation of employees and remuneration of directors resolved by the Company’s board of directors is available at the Market Observation Post System website of the Taiwan Stock Exchange.

  • 148-

20. INCOME TAX

  • a. Income tax recognized in profit or loss:

Major components of income tax expense (benefit) are as follows:

A reconciliation of accounting profit and income tax expense (benefit) is
as follows:
2022
2021
Net profit (loss) before income tax
$ 102,819
$ 108,057
Income tax expense calculated at the statutory rate
$20,564
$21,611
Nondeductible expenses in determining taxable income
7,402
1,817
Tax-exempt income
(6,596)
(3,743)
Unrecognized temporary differences
(12,106)
(14,138)
Unrecognized loss carryforwards
(5,951)
(3,796)
Adjustments for prior years’ tax
(7)
-
Income tax expense (benefit) recognized in profit or loss
$ 3,306
$ 1,751
2022
2021
Current tax
Adjustments for prior years
($ 7)
-
Deferred tax
In respect of the current yea
3,313
1,751
Income tax expense (benefit) recognized in profit or loss
$ 3,306
$ 1,751
A reconciliation of accounting profit and income tax expense (benefit) is
as follows:
2022
2021
Net profit (loss) before income tax
$ 102,819
$ 108,057
Income tax expense calculated at the statutory rate
$20,564
$21,611
Nondeductible expenses in determining taxable income
7,402
1,817
Tax-exempt income
(6,596)
(3,743)
Unrecognized temporary differences
(12,106)
(14,138)
Unrecognized loss carryforwards
(5,951)
(3,796)
Adjustments for prior years’ tax
(7)
-
Income tax expense (benefit) recognized in profit or loss
$ 3,306
$ 1,751
2022
2021
Current tax
Adjustments for prior years
($ 7)
-
Deferred tax
In respect of the current yea
3,313
1,751
Income tax expense (benefit) recognized in profit or loss
$ 3,306
$ 1,751
A reconciliation of accounting profit and income tax expense (benefit) is
as follows:
2022
2021
Net profit (loss) before income tax
$ 102,819
$ 108,057
Income tax expense calculated at the statutory rate
$20,564
$21,611
Nondeductible expenses in determining taxable income
7,402
1,817
Tax-exempt income
(6,596)
(3,743)
Unrecognized temporary differences
(12,106)
(14,138)
Unrecognized loss carryforwards
(5,951)
(3,796)
Adjustments for prior years’ tax
(7)
-
Income tax expense (benefit) recognized in profit or loss
$ 3,306
$ 1,751
2022
2021
Current tax
Adjustments for prior years
($ 7)
-
Deferred tax
In respect of the current yea
3,313
1,751
Income tax expense (benefit) recognized in profit or loss
$ 3,306
$ 1,751
A reconciliation of accounting profit and income tax expense (benefit) is
as follows:
2022
2021
Net profit (loss) before income tax
$ 102,819
$ 108,057
Income tax expense calculated at the statutory rate
$20,564
$21,611
Nondeductible expenses in determining taxable income
7,402
1,817
Tax-exempt income
(6,596)
(3,743)
Unrecognized temporary differences
(12,106)
(14,138)
Unrecognized loss carryforwards
(5,951)
(3,796)
Adjustments for prior years’ tax
(7)
-
Income tax expense (benefit) recognized in profit or loss
$ 3,306
$ 1,751
2022
2021
Current tax
Adjustments for prior years
($ 7)
-
Deferred tax
In respect of the current yea
3,313
1,751
Income tax expense (benefit) recognized in profit or loss
$ 3,306
$ 1,751
A reconciliation of accounting profit and income tax expense (benefit) is
as follows:
2022
2021
Net profit (loss) before income tax
$ 102,819
$ 108,057
Income tax expense calculated at the statutory rate
$20,564
$21,611
Nondeductible expenses in determining taxable income
7,402
1,817
Tax-exempt income
(6,596)
(3,743)
Unrecognized temporary differences
(12,106)
(14,138)
Unrecognized loss carryforwards
(5,951)
(3,796)
Adjustments for prior years’ tax
(7)
-
Income tax expense (benefit) recognized in profit or loss
$ 3,306
$ 1,751
2022
2021
Current tax
Adjustments for prior years
($ 7)
-
Deferred tax
In respect of the current yea
3,313
1,751
Income tax expense (benefit) recognized in profit or loss
$ 3,306
$ 1,751
$ 102,819
$20,564
7,402
(6,596)
(12,106)
(5,951)
(7)
$ 108,057
$21,611
1,817
(3,743)
(14,138)
(3,796)
-
$ 3,306 $ 1,751
  • b. Deferred income tax assets and liabilities

Changes in deferred tax assets and liabilities are as follows:

  • 149-
2022
Deferred tax assets
Opening
Balance
Recognized
in Profit or
Loss
Recognized
in equity
Opening
Balance
Recognized
in Profit or
Loss
Recognized
in equity
Opening
Balance
Recognized
in Profit or
Loss
Recognized
in equity
Closing
Balance
$ -
839
149
223
$ 1 ,211
$ 1,975
20
$ 1,995
Closing
Balance
Closing
Balance
$ -
839
149
223
$ 1 ,211
$ 1,975
20
$ 1,995
Closing
Balance
Closing
Balance
$ -
839
149
223
$ 1 ,211
$ 1,975
20
$ 1,995
Closing
Balance
$ 224
($ 224)
361
(640)
623
(474)
223
-
$ -
1118
-
-
Unrealized exchange loss
Issuance cost of convertible corporate
bonds
Inventory write-downs
Others
Deferred tax liabilities
$ 1,431
$ -
20
($ 1,338)
$ 1,975
-
$ 1,118
$ -
-
$ 20
Opening
Balance
$ 1,975
Recognized
in Profit or
Loss
$-
Recognized
in equity
$ 1,692
721
546
223
($ 1,468)
(360)
77
-
$ -
-
-
-



$ 224
361
623
223
$ 3,182
$ 20
($ 1,751)
$-
$-
$-
$ 1,431
$ 20

c. Unused and unrecognized loss carryforwards information

Unused and unrecognized loss carryforwards information Unused and unrecognized loss carryforwards information
Company
Unused Amount
ExpiryYear
The company $6,097
2030

d. Income tax assessments

The Company’s income tax returns through 20 20 were examined and cleared by the tax authorities.

  • 150-

21. EARNINGS PER SHARE

Unit: NT$ Per Share

Unit: NT$ Per Share Unit: NT$ Per Share Unit: NT$ Per Share Unit: NT$ Per Share
2022
2021
Basic earnings per share
$ 1.21
$ 1.29
Diluted earnings per share
$ 1.07
$ 1.13
The earnings and weighted average number of ordinary shares outstanding in
the computation of earnings per share were as follows:
Net Income for the Year
2022
2021
Net income of ordinary shares in
computation of basic earnings per share
$ 99,513
$ 106,306
Effect of potentially dilutive ordinary
shares Compensation of employees:
Convert corporate bonds
7,030
2,974
Net income of ordinary shares used in the
computation of diluted earnings per share
$ 106,543
$ 109,280
Unit: thousand shares
Number of ordinary shares
2022
2021
Weighted average number of ordinary
shares in computation of basic earnings
(loss) per share
$ 82,327
$ 82,227
Effect of potentially dilutive ordinary
shares Compensation of employees:
Convert corporate bonds
17,483
14,124
Employee compensation
96
69
Weighted average number of ordinary
shares used in the computation of diluted
earnings (loss) per share
$ 99,906
$ 96,420
$ 99,513
7,030
$ 106,306
2,974
$ 106,543
$ 109,280
Unit: thousand shares
2022
2021
$ 82,327
17,483
96
$ 82,227
14,124
69
$ 99,906 $ 96,420

The second domestic unsecured conversion corporate bond in 2022 was not included in the calculation of diluted earnings per share due to anti-dilution. If the company may settle the compensation of employees in cash or shares; therefore, the Company assumed that the entire amount of the compensation will be settled in shares, and the resulting potential shares are included in the weighted average number of shares outstanding used in the computation of diluted earnings per share, as the effect is dilutive. Such dilutive effect of the

  • 151-

potential shares is included in the computation of diluted earnings per share until the number of shares to be distributed to employees is resolved in the following year.

22. CAPITAL MANAGEMENT

The Company manages its capital to ensure that entities in the Company will be able to continue as going concerns while maximizing the return to stakeholders through the optimization of the debt and equity balance.

The capital structure of the Company consists of net debt (borrowings offset by cash and cash equivalents) and equity of the Company (comprising issued capital, reserves, retained earnings, other equity and non-controlling interests).

The Company is not subject to any externally imposed capital requirements. Key management personnel of the Company review the capital structure on a quarterly basis. As part of this review, the key management personnel consider the cost of capital and the risks associated with each class of capital. Based on recommendations of the key management personnel, in order to balance the overall capital structure, the Company may adjust the amount of dividends paid to shareholders, the number of new shares issued or repurchased, and the amount of new debt issued or existing debt redeemed.

23. FINANCIAL INSTRUMENTS

  • a. Fair value of financial instruments that are not measured at fair value Except as listed in the table below, the Company’s management considers the carrying amounts recognized in the financial statements for financial assets and financial liabilities not carried at fair value to approximate their fair values or their fair values cannot be reliably measured:
Financial liabilities
Convertible corporate bonds
- The second domestic convertible bonds
- The third domestic convertible bonds
December 31,2022
December 31,2021
Carrying
amount
Fair
Value
Carrying
amount
Fair
Value
$ 71,530
$ 75,479 $ 472,045 $ 512,597
463,567
497,500
-
-

The fair value of convertible corporate bonds is measured by Level 2 input values. The valuation is based on the weighted average $100 price in the OTC trading center on the reporting date to calculate the fair value.

  • 152-

  • b. Fair value of financial instruments that are measured at fair value on a

  • recurring basis

  • (1) Fair value hierarchy

Fair value hierarchy
December 31,2022
Financial assets at FVTOCI Equity
instruments
Domestic listed stocks
Financial liabilities at FVTPL
Beneficiary certificates
Derivatives
December 31,2021
Financial liabilities at FVTPL
Beneficiary certificates
Derivatives
Level 1 Level 2 Level 3 Total
$ 10,160
$-
Level 1
$-
$ 11,954
Level 2
$-
$-
Level 3
$ 10,160
$ 11,954
Total
$- $ 7,948 $- $ 7,948

There were no transfers between Levels 1 and 2 in the 2022 and 2021.

  • (2) Valuation techniques and inputs applied for Level 2 fair value

measurement

Financial Instrument Valuation Technique and Inputs The fair value of financial assets or liabilities Derivatives - convertible of convertible corporate bonds based on corporate bond redemption observable stock prices, risk-free interest option rates, and risk discount rates at the end of the period.

  • c. Categories of financial instruments
period.
ategories of financial instruments
Financial assets
Financial assets at amortized cost (Note1)
Financial assets at FVTOCI
Equity instruments
December 31
2022
2021
$ 384,149
$ 250,055
10,160
-

(Continued on next page)

  • 153-

(Continued from previous page)

Financial liabilities
Financial liabilities at fair value through profit or
loss
Financial liabilities at amortized cost (Note2)
December 31
2022
2021

11,954
7,948
1,210,322
1,162,826
  • Note 1: The balance includes financial assets such as cash, accounts receivable and other receivables measured at amortized cost.

  • Note 2: The balance includes short-term loans, accounts payable, other payables, long-term liabilities due within one year, corporate bonds payable, long-term loans and other financial liabilities measured at amortized cost.

  • d. Financial risk management objectives and policies

The main financial instruments of the merged company include accounts receivable, accounts payable, corporate bonds payable, borrowings and lease liabilities. The Company’s corporate treasury function provides services to the business, monitors and manages the financial risks relating to the operations of the Company through internal risk reports which analyze exposures by degree and magnitude of risks. These risks include market risk (including currency risk, interest rate risk and other price risk), credit risk and liquidity risk.

  • (1) Market risk

The Company’s activities are exposed primarily to the financial risks of changes in foreign currency exchange rates and interest rates.

  • (a) Foreign currency risk

The Company had foreign currency sales and purchases, which were exposed to foreign currency risk.

The carrying amounts of the Company’s foreign currency denominated monetary assets and monetary liabilities (including those eliminated on consolidation) and of the derivatives exposed to foreign currency risk at the end of the reporting period are set out in Note 26.

  • 154-

Sensitivity analysis

The Company was mainly exposed to the USD.

The following details the effects of a 10% increase or decrease in New Taiwan dollars (the functional currency) against the relevant foreign currencies. The rate of 10% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management’s assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis included only outstanding foreign currency denominated monetary items and adjusts their translation at the end of the reporting period for a 10% change in foreign currency rates. For a 10% strengthening of NTD against the relevant currency, the net profit before tax would be a decrease of $32,451 thousand for the year ended December 31, 2022, and the net loss before tax would be an decrease of $22,504 thousand for the year ended December 31, 2021.

(b) Interest rate risk

The Company was exposed to interest rate risk because entities in the Company borrowed funds at both fixed and floating interest rates. The risk is managed by the Company by maintaining an appropriate mix of fixed and floating rate borrowings.

The carrying amounts of the Company’s financial assets and financial liabilities with exposure to interest rates at the end of the reporting period were as follows:

Fair value interest rate risk
- Financial liabilities
Cash flow interest rate risk
- Financial assets
- Financial liabilities
December 31
2022
2021
$ 535,629 $ 475,885
47,666
145,260
576,338
667,373
  • 155-

Sensitivity analysis

The sensitivity analyses below were determined based on the Company’s exposure to interest rates for both derivatives and non-derivative instruments at the end of the reporting period. For floating rate liabilities, the analysis was prepared assuming the amount of the liability outstanding at the end of the reporting period was outstanding for the whole year. A 10 basis points increase or decrease was used when reporting interest rate risk internally to key management personnel and represents management’s assessment of the reasonably possible change in interest rates. The sensitivity analyses were determined based on the Company’s exposure to interest rates at the end of the reporting period. A 10 basis points increase or decrease was used when reporting interest rate risk internally to key management personnel and represents management’s assessment of the reasonably possible change in interest rates.

If interest rates had been 10 basis points higher/lower and all other variables were held constant, the Company’s pre-tax profit for the years ended December 31, 2022 would have decreased/ increased by $529 thousand and the Company’s pre-tax loss for the year ended December 31, 2021 would have increased/decreased by $522 thousand, which was mainly attributable to the Company’s exposure to cash flow on its variable-rate bank borrowings.

(2)

Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. As at the end of the reporting period, the Company’s maximum exposure to credit risk which will cause a financial loss to the Company due to failure of counterparties to discharge an obligation and due to financial guarantees provided by the Company could arise from the carrying amount of the respective reco gnized financial assets as stated in the balance sheets.

The Company adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral, where appropriate, as a means of mitigating the risk of financial loss from defaults. The Company only transacts with entities that are rated the equivalent of excellent grade. This information is supplied by a rating agency

  • 156-

where available and, if not available, the Company uses other publicly available financial information to rate its major customers. The Company’s exposure and the credit ratings of its counterparties are continuously monitored and the aggregate value of transactions concluded is spread amongst approved counterparties.

Financial assets are potentially affected by the co unterparty of the merging company or other parties failing to perform the contract, and the merging company takes the contract with a positive fair value on the balance sheet date as the evaluation object. The transaction partners of the merged company are all reputable financial institutions and manufacturers, so no significant credit risk is expected.

(3)

The Company did transactions with a large number of unrelated customers and, thus, no concentration of credit risk was observed. Liquidity risk

The company manages and maintains sufficient cash to support operations and mitigate the impact of cash flow fluctuations. The management of the merged company regularly supervises the use of bank financing lines and ensures compliance with the terms of the loan contract.

  • (a) Liquidity and interest rate risk tables for non-derivative financial liabilities

The following tables detail the Company’s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The tables had been drawn up based on the undiscounted cash flows of financial liabilities from the earliest date on which the Company can be required to pay. Specifically, bank loans with a repayment on demand clause were included in the earliest time band regardless of the probability of the banks choosing to exercise their rights. The maturity dates for other non-derivative financial liabilities were based on the agreed repayment dates.

  • 157-
December 31, 2022
Non-derivative financial liabilities
Demand
immediate
payment or less
than 1 month
Demand
immediate
payment or less
than 1 month
1 to 3 months
3 months to 1 year
1 to 3 months
3 months to 1 year
1 to 3 months
3 months to 1 year
1 to 3 months
3 months to 1 year
1 to 5 years 1 to 5 years

$ -
108,036
278
-
$ 33,887 $ -
206,548
217,584
170
85
-
74,400
$ -
48,447
-
500,000
Non-interest bearing
Variable interest rate liabilities
Lease liabilities
Corporate bonds payable
December 31, 2021
Non-derivative financial liabilities
$ 108,314
Demand
immediate
payment or less
than 1 month
$ 240,605
1 to 3 months
3
$ 292,069
months to 1 year
$ 548,447
1 to 5 years
$ -
130,163
278
-
$ 23,408
230,620
557
-
$ -
262,596
2,505
499,900
$ -
47,259
533
-
Non-interest bearing
Variable interest rate liabilities
Lease liabilities
Corporate bonds payable
$ 130,441 $ 254,585 $ 765,001 $ 47,792

The above amount of variable interest rate instruments for both non-derivative financial assets and liabilities was subject to change if changes in variable interest rates differ from those estimates of interest rates determined at the end of the reporting period.

  • (b) Financing facilities
Financing facilities
Unsecured bank overdraft facility
- Amount used
- Unused amount
December 31
2022
2021
$ 576,338
220,000
$ 667,373
110,000
$ 796,338 $ 777,373

24. TRANSACTIONS WITH RELATED PARTIES

Besides information disclosed elsewhere in the other notes, details of transactions between the Company and other related parties are disclosed below:

  • (a) Related parties and their relationships with the Company:
Related Party Relationship with the Company
Liao,Wen Jia Chairman of the Company
Anderson Industrial Corp. Associate
Sogotec Precision Co., Ltd. Associate
Giben do Brasil Maqs. e Equips. Other related party
Anderson Logistics Corporation Other related party
  • 158-
Anderson Merchandise Corporation Other related party
Verite Corporation Other related party
Efa Technologies Corporation Subsidiary
Parpro Holdings Co., Ltd. Second-tier Subsidiary
AP Parpro, Inc. Second-tier Subsidiary
Pilot (Las Vegas), Inc. Second-tier Subsidiary
Parpro Quality Inc. Second-tier Subsidiary
Parpro (Nevada), Inc. Second-tier Subsidiary
Parpro Technologies Inc. Second-tier Subsidiary
  • (b) Sales
Sales
Line Items
Related PartyCategory/Name
2022 2021
Sales revenue
Other related party
Giben do Brasil Maqs.
Second-tier Subsidiary
AP Parpro, Inc.
Parpro Technologies Inc.
$ 55,774
19,569
37
$ -
24,899
3
$ 75,380 $ 24,902

For major transactions between the company and related parties, the transaction price is considerably the same as those of non-related parties.

  • (c) Operating costs
Operating costs
Line Items
Related PartyCategory/Name
Purchase
Second-tier Subsidiary
AP Parpro, Inc.
Processing Fee
Second-tier Subsidiary
AP Parpro, Inc.
2022
2021
$ 19,111
$ 4,130
$-
$12,079

For major transactions between the company and related parties, the transaction price is considerably the same as those of non-related parties.

  • 159-

  • (d) Accounts receivable (excluding loans to related parties)

Accounts receivable (excluding loans to related parties)
Line Items
Related Party Category/Name
December 31
2022
2021
Accounts receivable
Second-tier Subsidiary
AP Parpro, Inc.
Parpro Technologies Inc.
Other related party
Giben do Brasil Maqs. e Equips.
Other receivables
Second-tier Subsidiary
Parpro Technologies Inc.
AP Parpro, Inc.
Parpro (Nevada), Inc.
Other related party
Associate
$ 38,821 $ 24,834
39
3
10,450
-
$ 49,310
$ 24,837
$ 55,800 $ 29,147
45,211
32,038
17,781
8,221
488
-
55
-
$ 119,335 $ 69,406

Outstanding receivables from related parties have not received guarantee. The amount receivable from related parties in 2022 and 2021 have not been provided as a provision for loss.

  • (e) Contract liabilities (accounted for other current liabilities)
Related PartyCategory/Name December 31
2022
2021
December 31
2022
2021
Associate
Anderson Industrial Corp.
$ 45,810 $-
  • (f) Amount payable to related parties (excluding loans from related parties)
Line Items
Related PartyCategory/Name
2022 2021
Accounts payable
Second-tier Subsidiary
AP Parpro, Inc.
Other payable
Second-tier Subsidiary
AP Parpro, Inc.
$ 18,218
$ 189
$-
$ 5,661
  • 160-

  • (g) Borrowing from related parties (accounted for other payables)

December 31
Related PartyCategory/Name 2022 2021
Chairman of the Company $ 65,000 $ -

The interest rate of the company's borrowing from related parties is equivalent to the market interest rate.

  • (h) Loans to related parties
Loans to related parties
Line Items
Related PartyCategory/Name
2022 2021
$ -
-
-
$-
$ 1,489
2021
Other receivables
Second-tier Subsidiary
AP Parpro, Inc.
Parpro Technologies Inc.
Parpro (Nevada), Inc.
Interest income
Second-tier Subsidiary
Other income
Line Items
Related PartyCategory/Name
$ 161,626
2,303
1,566
$ 165,495
1,334
2022

$

Management charge
income
Second-tier Subsidiary
Parpro Technologies Inc.
AP Parpro, Inc.
Parpro (Nevada), Inc.
Rental income
Second-tier Subsidiary
AP Parpro, Inc.
Parpro Technologies Inc.
Parpro (Nevada), Inc.
Associate
Other related party
Accounting Processing
Income
Others
Associate
Other related party
$ 32,212
20,030
10,741


$ 29,160
20,772
9,030
$ 62,983




$ 58,962
$ 11,406
8,722
671
1,114
797

$ 12,167
9,304
716
1,114
797
$ 24,098 $ 22,710
$ 720
$ 132
120
$ 252

$ 720
$ 132
140
$ 272
  • (i) Other income

  • (j) Compensation of key management personnel

mpensation of key management personnel
Short-term employee benefits
Post-employment benefits
2022 2021
$ 9,584
328
$ 9,561
328
$ 9,912 $ 9,889
  • 161-

The remuneration of directors and key executives was determined by the remuneration committee having regard to the performance of individuals and market trends.

25. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED

COMMITMENTS

In addition to those disclosed in other notes, significant commitments and contingencies of the Company were as follows:

As of December 31, 2022, the amount of guarantee notes issued by the company in order to obtain a bank line of credit was 970,000 thousand.

26. SIGNIFICANT ASSETS AND LIABILITIES DENOMINATED IN

FOREIGN CURRENCIES

The entities in the company’s significant financial assets and liabilities denominated in foreign currencies aggregated by the foreign currencies other than functional currencies and the related exchange rates between foreign currencies and respective functional currencies were as follows:

  • 162-
December 31, 2022
Financial assets
Monetary items
USD
Non-monetary items
Investments using the equity method
USD
Financial liabilities
Monetary items
USD
December 31, 2021
Financial assets
Monetary items
USD
Non-monetary items
Investments using the equity method
USD
Financial liabilities
Monetary items
USD
Foreign
Currencies
Exchange Rate
Carrying
Amount
$ 11,174 30.71(USD:NTD) $ 343,154
56,222 30.71(USD:NTD) 1,726,575
607 30.71(USD:NTD)
18,641
Foreign
Currencies
Exchange Rate
Carrying
Amount
$ 8,163 27.68(USD:NTD) $ 225,952
53,883 27.68(USD:NTD)
1,500,006
33 27.68(USD:NTD)
913

Foreign exchange gains and losses with significant impact (realized and unrealized) are as follows:

unrealized) are as follows:
Functional currency 2022
2021
Exchange rateNet exchange
(loss) loss
Exchange rate
Net
exchange
(loss)loss
NTD (NTD:NTD) $26,515
(NTD:NTD)
($ 6,474)
  • 163-

27. SEPARATELY DISCLOSED ITEMS

  • (a) Information about significant transactions

  • (1) Financing provided to others. (Table 1)

  • (2) Endorsements/guarantees provided. (None)

  • (3) Marketable securities held (excluding investment in subsidiaries, associates and joint ventures).(Table 2)

  • (4) Marketable securities acquired and disposed at costs or prices at least NT$300 million or 20% of the paid-in capital. (None)

  • (5) Acquisition of individual real estate at costs of at least NT$300 million or 20% of the paid-in capital. (None)

  • (6) Disposal of individual real estate at prices of at least NT$300 million or 20% of the paid-in capital. (None)

  • (7) Total purchases from or sales to related parties amounting to at least NT$100 million or 20% of the paid-in capital. (Table 3)

  • (8) Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital. (Table 4)

  • (9) Trading in derivative instruments. (None)

  • (b) Information on investees: Table 5

  • (c) Information on investments in mainland China: None.

  • (d) Information of major shareholders:

List all shareholders with ownership of 5% or greater showing the name of the shares and percentage of ownership of each shareholder (Table 6)

  • 164-

Table 1

Parpro Corporation

Financing Provided To Others

For The Year Ended December 31, 2022

(In Thousands of New Taiwan Dollars)

No Lender Borrower Financial Statement
Account
Related
Parties
Highest
Balance
for the
Period
Ending
balance
Actual
Borrowing
Amount
Interest
Rate
Nature of
Financing
Business
Transaction
Amounts
Reasons for
Short-term
Financing
Allowance for
Impairment
Loss
Collateral Collateral Financing Limit
for Each
Borrower
Aggregate
Financing Limits
Item Value
0 The Company AP Parpro, Inc. Other receivables yes $214,970
$214,970

$161,626
2.5%-3% Short-term
financing
$ -
Operation
requirements
$ -
-

$ -

$294,836
The
loan
limit
should not exceed
20% of total equity
of the Company.

$737,090



The
loan
limit
should not exceed
50% of total equity
of the Company.
Parpro (Nevada), Inc. Other receivables yes 30,710
30,710

1,566

3%
Short-term
financing
-
Operation
requirements
-
-

-

294,836
The
loan
limit
should not exceed
20% of total equity
of the Company.

737,090



The
loan
limit
should not exceed
50% of total equity
of the Company.
Parpro Technologies,
Inc.
Other receivables yes 30,710
30,710

2,303

3%
Short-term
financing
-
Operation
requirements
-
-

-

294,836
The
loan
limit
should not exceed
20% of total equity
of the Company.

737,090



The
loan
limit
should not exceed
50% of total equity
of the Company.
1 Parpro Holdings Co.,
Ltd.
AP Parpro, Inc. Other receivables yes 67,562
67,562

67,562
2.75%-3% Short-term
financing
-
Operation
requirements
-
-

-

1,726,575
The
loan
limit
should not exceed
100% of total equity
of the Company.

1,726,575



The
loan
limit
should not exceed
100% of total equity
of the Company.
2 Parpro Technologies,
Inc.
Parpro (Nevada), Inc. Other receivables yes 57,987
55,278

55,278

2.75%
Short-term
financing
-
Operation
requirements
-
-

-

1,141,669
The
loan
limit
should not exceed
100% of total equity
of the Company.

1,141,669



The
loan
limit
should not exceed
100% of total equity
of the Company.
AP Parpro, Inc. Other receivables yes 132,082
125,911

96,644
2.5%-2.75% Short-term
financing
-
Operation
requirements
-
-

-

1,141,669
The
loan
limit
should not exceed
100% of total equity
of the Company.

1,141,669



The
loan
limit
should not exceed
100% of total equity
of the Company.
3 Parpro (Nevada), Inc. AP Parpro, Inc. Other receivables yes 32,215
30,710

-

2.75%
Short-term
financing
-
Operation
requirements
-
-

-

128,802
The
loan
limit
should not exceed
100% of total equity
of the Company.

128,802



The
loan
limit
should not exceed
100% of total equity
of the Company.
  • 165-

Table 2

Parpro Corporation

Marketable Securities Held

December 31, 2022

(In Thousands of New Taiwan Dollars)

Holding
Company Name

Type and Name of
Marketable Securities
Relationship with the
Holding
Company
Financial Statement Account December 31,2022 December 31,2022 December 31,2022 Note
Shares (In
Thousands of
Shares)
Carrying
Amount
Percentage
of
Ownership
(%)
Fair Value
The company iCatch Technology, Inc. - Financial assets at fair value through other comprehensive
income - non-current
254,000
$10,160

-
$10,160
-

Note 1: Marketable securities in the table refer to shares, bonds, beneficiary certificates and other related derivative securities within the scope of IFRS 9 “Financial Instruments”. Note 2: Information on investments in subsidiaries and associates, see Table 6 for details.

  • 166-

Table 3

Parpro Corporation

Total Purchases From Or Sales To Related Parties Amounting To At Least $100 Million Or 20% Of The Paid-In Capital For The Year Ended December 31, 2022

(In Thousands of New Taiwan Dollars)

Buyer Related Party Relationship Transaction Details Transaction Details Transaction Details Transaction Details Abnormal
Transaction
Abnormal
Transaction
Notes/Accounts
Receivable(Payable)
Notes/Accounts
Receivable(Payable)
Note
Purchase/
Sale
Amount % to
Total
Payment
Terms
Unit Price Payment
Terms
Ending
Balance
% to
Total
AP Parpro, Inc. Parpro Nevada, Inc. Subsidiary Sale ($575,995)
(38%)
NET 30 days Agreed None $61,908 17% -
  • 167-

Table 4

Parpro Corporation

Receivables from Related Parties Amounting To At Least NT$100 Million Or 20% of The Paid-In Capital December 31, 2022

(In Thousands of New Taiwan Dollars)

Company Name Related Party Relationship Ending Balance Turnover Rate Overdue Overdue Amounts
Received in
Subsequent
Period

Allowance for
Impairment
Loss

Amount
Actions Taken
The company AP Parpro,Inc. Subsidiary Other receivables $208,088 -
$ -

-

$40,756

$ -

Note: As of March 3, 2023.

  • 168-

Table 5

Parpro Corporation

Information on Investees (Excluding Information On Investment In Mainland China)

For The Year Ended December 31, 2022

(In Thousands of New Taiwan Dollars)

Investor
Company
Investee Company Location Main Businesses and
Products
Original Investment Amount Original Investment Amount
As of December 31, 2022

As of December 31, 2022

As of December 31, 2022
Net Income
(Loss) of the
Investee
Share of
Profits (Loss)
Note
December 31,
2022

December 31,
2021

Shares (In
Thousands of
Shares)
% Carrying
Amount
The Company Efa Technologies
Corporation
Taiwan Sales of industrial
computers and gaming
machines, etc.
$ -
$20,000

3,271,945

100

$20,840

$1,847

$1,847

Subsidiary
Parpro Holdings Co.,
Ltd.
British
Virgin
Islands
Investment USD36,190
USD36,190

36,190

100

1,726,575

60,533

60,533

Subsidiary
Anderson Industrial
Corp.
Taiwan Non-metallic
computer numerical
control machining
center
470,758
470,758

39,904,488

20.86

554,651

155,667

31,051

Associate
Sogotec Precision Co.,
Ltd.
Taiwan Manufacturing and
sales of machinery
56,507
56,507

959,880

4.73

26,523

(8,864)

(419)

Associate
Efa
Technologies
Corporation
Sogotec Precision Co.,
Ltd.
Taiwan Manufacturing and
sales of machinery
28,797
28,797

485,000

2.39

13,402

(8,864)
Not applicable Associate
Parpro
Holdings Co.,
Ltd.
AP Parpro, Inc. USA Production and sales
of aerospace industry
parts
USD12,722
USD12,722

6,765

100

456,010

47,204
Not applicable Second-tier Subsidiary
Pilot(Las Vegas), Inc. USA Investment USD735
USD735

735

100

25,758

16,096
Not applicable Second-tier Subsidiary
ParproQualityInc. USA Investment USD23,955
USD23,955

23,500,000

100

1,141,669

27,702
Not applicable Second-tier Subsidiary
AP Parpro,
Inc.
Parpro (Nevada), Inc. USA Sales of industrial
computers and gaming
machines, etc.
USD2,941
USD2,941

510

80

103,044

80,482
Not applicable Second-tier Subsidiary
Pilot (Las
Vegas), Inc.
Parpro (Nevada), Inc. USA Sales of industrial
computers and gaming
machines, etc.
USD735
USD735

490

20

25,758

80,482
Not applicable Second-tier Subsidiary
Parpro Quality
Inc.
Parpro Technologies Inc. USA Production and sales
of netcom, aerospace
and defense industry
components
USD23,500
USD23,500

12,859

100

1,141,669

27,702
Not applicable Second-tier Subsidiary
  • 169-

Table 6

Parpro Corporation

Information of Major Shareholders December 31, 2022

Name of Major Shareholder Shares Shares
Number of Shares Percentage of Ownership (%)
Liao, Wen Jia 8,071,942
9.68%
Yunyong Investment Co., Ltd. 7,500,865
8.99%
Jieshi Investment Co., Ltd. 5,830,415
6.99%

Note:

The information of major shareholders presented in this table is provided by the Taiwan Depository & Clearing Corporation based on the number of ordinary shares and preferred shares held by shareholders with ownership of 5% or greater, that have been issued without physical registration (including treasury shares) by the Company as of the last business day for the current quarter. The share capital in the financial statements may differ from the actual number of shares that have been issued without physical registration because of different preparation basis.

  • 170-

DECLARATION OF CONSOLIDATION OF FINANCIAL STATEMENTS OF AFFILIATES

The entities that are required to be included in the consolidated financial statements of Parpro Corporation as of and for the year ended December 31, 2022 under the “Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises” are the same as those included in the consolidated financial statements prepared in conformity with the International Financial Reporting Standards No. 10 “Consolidated Financial statements”. In addition, the information required to be disclosed in the consolidated financial statements is included in the consolidated financial statements. Consequently, Parpro Corporation and subsidiaries did not prepare a separate set of consolidated financial statements.

Very truly yours, Parpro Corporation By

WEN JIA LIAO Chairman March 9, 2023

  • 171-

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Stockholders

Parpro Corporation

Opinion

We have audited the accompanying consolidated financial statements of Parpro Corporation and its subsidiaries (collectively referred to as the “Group”) which comprise the consolidated balance sheets as of December 31, 2021 and 2020, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies (collectively referred to as the “consolidated financial statements”). In our opinion, based on our audits and the report of other auditors (refer to the other matter paragraph), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2022 and 2021, and its consolidated financial performance and its consolidated

cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis of Audit Opinion

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

Key check items

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2022. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

The key audit matters identified in the Group’s consolidated financial statements for the year ended December 31, 2022 are stated as follows:

Authenticity of Revenue Occurrence

Parpro Group mainly sells gaming and industrial computers, as well as aerospace and defense industry products. In 2022, the amount of product revenue from some customers has changed significantly compared with the amount in the same period last year. Considering that the revenue recognition has a high innate risk of fraud, and the management may be under pressure to achieve the expected financial goals, because the authenticity of such income is listed as a key verification item.

The main verification procedures performed by our auditors on the above matters are as follows:

  1. Understand and test the main internal control system of these revenues, and evaluate its design and implementation effectiveness.

  2. Obtain the detailed accounts of these incomes, select samples to perform detailed tests, and review documents such as orders, shipping orders, and invoices to confirm the authenticity of such incomes.

  3. Obtain the sub-accounts of these incomes, and select samples to test whether there are major differences in the recipients and amounts of receivables and offsets, so as to confirm the authenticity of such incomes.

Other Matter

Parpro Corporation has prepared the individual financial statements of year 2022 and 2021, we have audited and the audit report issued with unmodified opinions.

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

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRS, IAS, IFRIC, and SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the

preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

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

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

  • 172-

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

As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

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

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

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

  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern.

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

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

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2022 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. The engagement partners on the audits resulting in this independent auditors’ report are Pei De Chen and Jun Hong Chen.

  • 173-

Parpro Corporation and its subsidiaries

Consolidated Balance Sheets December 31, 2022 And 2021

(In Thousands of New Taiwan Dollars)

(In Thousands of New Taiwan Dollars)
Asset December 31,2022 December 31,2021
Amount
%
Amount
%
Current assets
Cash (Notes 4 and 6)
Accounts receivable (Notes 4, 9 and 27)
Other receivables (Notes 4, 9 and 27)
Current income tax assets
Inventories (Notes 4 and 10)
Prepayments
Total Current Assets
Non-current assets
Financial assets at fair value through other comprehensive
income (Notes 4 and 8)
Investments accounted for using the equity method (Notes 4,
5 and 12)
Property, plant and equipment (Notes 4 and 13)
Right-of-use assets (Notes 4 and 14)
Goodwill (Notes 4, 5 and 15)
Intangible assets (Notes 4 and 15)
Deferred tax assets (Notes 4 and 23)
Other non-current assets
Total non-current assets
Total assets
Liabilitiesand equity
$ 143,828
4
688,004
20
49,501
2
2,616
-
1,066,199
30
49,058
1
$ 314,524
11
361,371
12
1,673
-
978
-
775,409
26
72,682
2
1,999,206
57
1,526,637
51
10,160
-
594,576
17
154,899
5
217,931
6
462,379
13
78,171
2
1,211
-
12,197
-
-
-
552,882
18
177,594
6
234,802
8
416,758
14
80,524
3
1,431
-
11,342
-
1,531,524
43
1,475,333
49
$ 3,530,730
100
620,479
17
11,954
-
282,266
8
166,584
5
10,979
-
1,113
-
37,083
1
130,041
4
96,808
3
$ 3,001,970
100
654,560
22
7,948
-
170,829
6
62,253
2
12,467
-
1,113
-
34,571
1
562,575
19
17,300
1
Current liabilities
Short-term borrowings (Note 16)
Financial liabilities at fair value through profit or loss (Notes
4 and 7)
Accounts payable
Other payables (Notes 18 and 27)
Current tax liabilities
Provisions
Lease liabilities (Notes 4 and 14)
Current portion of long-term borrowings(Notes 16 and 17)
Other current liabilities (Notes 21 and 27)
Total current liabilities
Non-current liabilities
Corporate bonds payable (Notes 4 and 17)
Long-term borrowings (Note 16)
Deferred tax liabilities (Notes 4 and 23)
Lease liabilities (Notes 4 and 14)
Total non-current liabilities
Total liabilities
Equity (Notes 4 and 20)
Share capital
Ordinary shares
Share capital to be registered
Total share capital
Capital surplus
Retained earnings
Legal surplus reserve
Special surplus reserve
Unappropriated earnings
Total retained earnings
Other equity
Treasury shares
Total equity
Total liabilities and equity
1,357,307
38
1,523,616
51
463,567
13
47,827
2
1,995
-
185,855
5
-
-
64,298
2
20
-
200,994
7
699,244
20
265,312
9
2,056,551
58
1,788,928
60
833,544
24
-
-
834,516
28
28
-
833,544
24
834,544
28
329,808
9
310,881
10
131,486
4
137,381
4
104,145
3
120,889
4
76,537
3
105,974
3
373,012
11
303,400
10
(33,051)
(1)
(204,059)
(7)
(29,134)
(1)
(31,724)
(1)
1,474,179
42
1,213,042
40
$ 3,530,730
100
$ 3,001,970
100

The accompanying notes are an integral part of the consolidated financial statements. (With Deloitte & Touche auditors’ report dated March 9, 2023)

  • 174-

Parpro Corporation and its subsidiaries

Consolidated Statements of Comprehensive Income

For The Years Ended December 31, 2022 And 2021

(In Thousands of New Taiwan Dollars, Except Earnings (Loss) Per Share)

Operating revenue (Notes 4, 21 and 27)
Operating costs (Notes 9, 10 and 22)
Operating profit
Operating expenses (Notes 9 and 22)
Selling and marketing expenses
General and administrative expenses
Research and development expenses
Expected credit loss
Total operating expenses
Net operating profit (loss)
Non-operating income and expenses
(Notes 22 and 27)
Interest income
Other income
Other gains and losses
Financial costs
Share of profits (losses) of subsidiaries
accounted for using the equity
method
Total non-operating income and
expenses
Net profit before tax
Income tax (expense) benefit (Notes 4 and
23)
Net profit for the year
(continued on next page)
2022
2021
Amount
%
Amount
%
$ 2,776,680
100 $2,097,948
100
2,318,545
84 1,780,226
85
458,135
16
317,722
15
31,433
1
36,307
2
319,434
12
282,978
13
7,594
-
20,374
1
10,756
-
9,242
-
369,217
13
348,901
16
88,918
3
(31,179)
(1)
428
-
66
-
23,003
1
145,578
7
18,981
1
(1,353)
-
(54,009)
(2)
(27,683)
(1)

30,420
1
14,159
-
18,823
1
130,767
6
107,741
4
99,588
5
(8,228)
-
6,718
-
99,513
4
106,306
5
  • 175-

(continued from previous page)

Other comprehensive income
Items that will not be reclassified
subsequently to profit or loss:
Unrealized gain on investments
in equity instruments at fair
value through other
comprehensive income
Share of the other comprehensive
(loss) income of subsidiaries
accounted for using the equity
method
Items that may be reclassified
subsequently to profit or loss:
Exchange differences on
translation of the financial
statements of foreign operations
Other comprehensive income
(loss) for the year, net of income
tax
Total comprehensive profit and loss for
the year
Earnings per share (Note 24)
Basic
Dilution
2022 2022 2022 2021 2021
Amount % Amount %
($ 7,300)

9,144
172,155
-
-
6
$ -
(10,856)
(50,320)
-
(1)
(2)
173,999 6 (61,176) (3)
$ 273,512
$ 1.21
$ 1.07
10 $ 45,130
$ 1.29
$ 1.13
2

The accompanying notes are an integral part of the consolidated financial statements. (With Deloitte & Touche auditors’ report dated March 9, 2023) (Concluded)

  • 176-

Parpro Corporation and its subsidiaries

Consolidated Statements of Changes In Equity

For The Years Ended December 31, 2022 And 2021 (In Thousands of New Taiwan Dollars)

Balance at January 1, 2021
Legal surplus reserve offset deficit
Cash dividends distributed from capital surplus
Net profit for the year ended December 31, 2021
Other comprehensive lossafter taxfor the year ended December 31, 2021
Other comprehensive income (loss) for the year ended December 31, 2021
Convertible corporate bond conversion
Balance at December 31, 2021
Surplus Distribution for the year ended December 31, 2021
Legal surplus reserve
Special surplus reserve
Cash dividends distribution
Total surplus distribution
Net profit for the year ended December 31, 2022
Other comprehensive lossafter taxfor the year ended December 31, 2022
Total comprehensive income for the year ended December 31, 2022
Issuance of convertible corporate bonds recognizes equity components
Cash dividends distributed from capital surplus
Convertible corporate bond conversion
Treasury Shares cancellation
Balance at December 31, 2022
Share capital
Shares
Share capital to be
registered
Capital surplus
Share capital
Shares
Share capital to be
registered
Capital surplus
Share capital
Shares
Share capital to be
registered
Capital surplus
Share capital
Shares
Share capital to be
registered
Capital surplus
Retained earnings
Other equity
Legal surplus
reserve
Special surplus
reserve
Unappropriated
earnings
Exchange Differences
on Translation of the
Financial Statements
of Foreign Operation
Unrealized Valuation
Gain (Loss) on
Financial Assets at
Fair Value Through
Other Comprehensive
Income
Treasury Shares
Total
Retained earnings
Other equity
Legal surplus
reserve
Special surplus
reserve
Unappropriated
earnings
Exchange Differences
on Translation of the
Financial Statements
of Foreign Operation
Unrealized Valuation
Gain (Loss) on
Financial Assets at
Fair Value Through
Other Comprehensive
Income
Treasury Shares
Total
Retained earnings
Other equity
Legal surplus
reserve
Special surplus
reserve
Unappropriated
earnings
Exchange Differences
on Translation of the
Financial Statements
of Foreign Operation
Unrealized Valuation
Gain (Loss) on
Financial Assets at
Fair Value Through
Other Comprehensive
Income
Treasury Shares
Total
Retained earnings
Other equity
Legal surplus
reserve
Special surplus
reserve
Unappropriated
earnings
Exchange Differences
on Translation of the
Financial Statements
of Foreign Operation
Unrealized Valuation
Gain (Loss) on
Financial Assets at
Fair Value Through
Other Comprehensive
Income
Treasury Shares
Total
Retained earnings
Other equity
Legal surplus
reserve
Special surplus
reserve
Unappropriated
earnings
Exchange Differences
on Translation of the
Financial Statements
of Foreign Operation
Unrealized Valuation
Gain (Loss) on
Financial Assets at
Fair Value Through
Other Comprehensive
Income
Treasury Shares
Total
Retained earnings
Other equity
Legal surplus
reserve
Special surplus
reserve
Unappropriated
earnings
Exchange Differences
on Translation of the
Financial Statements
of Foreign Operation
Unrealized Valuation
Gain (Loss) on
Financial Assets at
Fair Value Through
Other Comprehensive
Income
Treasury Shares
Total
Retained earnings
Other equity
Legal surplus
reserve
Special surplus
reserve
Unappropriated
earnings
Exchange Differences
on Translation of the
Financial Statements
of Foreign Operation
Unrealized Valuation
Gain (Loss) on
Financial Assets at
Fair Value Through
Other Comprehensive
Income
Treasury Shares
Total
Retained earnings
Other equity
Legal surplus
reserve
Special surplus
reserve
Unappropriated
earnings
Exchange Differences
on Translation of the
Financial Statements
of Foreign Operation
Unrealized Valuation
Gain (Loss) on
Financial Assets at
Fair Value Through
Other Comprehensive
Income
Treasury Shares
Total
Retained earnings
Other equity
Legal surplus
reserve
Special surplus
reserve
Unappropriated
earnings
Exchange Differences
on Translation of the
Financial Statements
of Foreign Operation
Unrealized Valuation
Gain (Loss) on
Financial Assets at
Fair Value Through
Other Comprehensive
Income
Treasury Shares
Total
Retained earnings
Other equity
Legal surplus
reserve
Special surplus
reserve
Unappropriated
earnings
Exchange Differences
on Translation of the
Financial Statements
of Foreign Operation
Unrealized Valuation
Gain (Loss) on
Financial Assets at
Fair Value Through
Other Comprehensive
Income
Treasury Shares
Total
Retained earnings
Other equity
Legal surplus
reserve
Special surplus
reserve
Unappropriated
earnings
Exchange Differences
on Translation of the
Financial Statements
of Foreign Operation
Unrealized Valuation
Gain (Loss) on
Financial Assets at
Fair Value Through
Other Comprehensive
Income
Treasury Shares
Total
Retained earnings
Other equity
Legal surplus
reserve
Special surplus
reserve
Unappropriated
earnings
Exchange Differences
on Translation of the
Financial Statements
of Foreign Operation
Unrealized Valuation
Gain (Loss) on
Financial Assets at
Fair Value Through
Other Comprehensive
Income
Treasury Shares
Total
Retained earnings
Other equity
Legal surplus
reserve
Special surplus
reserve
Unappropriated
earnings
Exchange Differences
on Translation of the
Financial Statements
of Foreign Operation
Unrealized Valuation
Gain (Loss) on
Financial Assets at
Fair Value Through
Other Comprehensive
Income
Treasury Shares
Total
Retained earnings
Other equity
Legal surplus
reserve
Special surplus
reserve
Unappropriated
earnings
Exchange Differences
on Translation of the
Financial Statements
of Foreign Operation
Unrealized Valuation
Gain (Loss) on
Financial Assets at
Fair Value Through
Other Comprehensive
Income
Treasury Shares
Total
Equity
Ordinary
$ 834,516
$ -
-
-
-
-
$ -
-
-
-
351,925
$ -
(41,113)
-
-
148,508
$ (27,619)
-
-
-
76,537
-
-
-
-
($ 27,619)
($ 27,619
-
106,306
(332)
143,644)
-
-
-
(50,320)
$ 429
-
-
-
(10,524)
($ 31,724) $ -
-
-
-
1,208,928
-
(41,113)
106,306
(61,176)
- - - - - 105,974 (50,320) (10,524) - 45,130
- 28 69 - - - - - - 97
834,516
-
-
-
28
-
-
-
310,881
-
-
-
120,889
10,597
-
-
76,537
-
60,844
-
105,974
(10,597)
(60,844)
(32,892)
(193,964)
-
-
-
(10,095)
-
-
-
(31,724)
-
-
-
1,213,042
-
-
(32,892)
- - - 10,597 60,844 (104,333) - - - (32,892)
-
-
-
-
-
-
-
-
-
-
99,513
2,991
-
172,155
-
(1,147)
-
-
99,513
173,999
- - - - - 102,504 172,155 (1,147) - 273,512
-
-
28
(1,000)
-
-
(28)
-
28,740
(8,223)
-
(1,590)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2,590
28,740
(8,223)
-
-
$ 833,544 $- $ 329,808 $ 131,486 $ 137,381 $ 104,145 ($ 21,809) ($ 11,242) ($ 29,134) $ 1,474,179

The accompanying notes are an integral part of the consolidated financial statements. (With Deloitte & Touche auditors’ report dated March 9, 2023)

  • 177-

Parpro Corporation and its subsidiaries

Consolidated Statements of Cash Flows

For The Years Ended December 31, 2022 And 2021

(In Thousands of New Taiwan Dollars)

(In Thousands of New Taiwan Dollars)
2022 2021
Cash flows from operating activities
Income before income tax $107,741 $99,588
Adjustments for:
Depreciation expense 81,919 71,079
Amortization expense 10,838 10,185
Expected credit loss recognized on accounts receivable 10,756 9,242
Net gain (loss) on fair value changes of financial assets at fair
value through profit or loss
4,003 (6,099)
Financial costs 54,009 27,683
Interest income (428) (66)
Profit and loss shares of subsidiaries and affiliated enterprises
using the equity method
(30,420) (14,159)
Gain on disposal of property, plant and equipment (108) -
Write-downs of inventories 34,362 17,884
Unrealized foreign exchange (benefit) losses (3,261) 1,005
Losses on repayment of convertible corporate bonds 6,175 -
Government grant income (18,113) (141,321)
Changes in operating assets and liabilities
Accounts receivable (285,266) (34,001)
Other receivables (46,342) 2,197
Inventories (236,871) (131,988)
Prepayments 6,323 (3,520)
Accounts payable 88,357 55,041
Other payables 28,772 (26,121)
Other current liabilities 78,119 (1,497)
Cash generated from (used in) operations (109,435) (64,868)
Interest received 428 66
Interest paid (38,243) (18,740)
Income tax returned (8,487) 9,738
Net cash used in operating activities (155,737) (73,804)

(Continued on next page)

  • 178-

(Continued from previous page)

Cash flows from investing activities
Acquisition of financial assets at fair value through other
comprehensive income
Payments for property, plant and equipment
Disposal of property, plant and equipment
Increase in refundable deposits
Decrease in refundable deposits
Decrease in other non-current assets
Dividends received from associates
Net cash generated from (used in) investing activities
Cash flows from financing activities
Decrease in short-term borrowings
Issuance of convertible corporate bonds
Repayment of convertible corporate bonds
Proceeds from long-term borrowings
Repayment of long-term borrowings
Increase in other payables
Repayment of the principal portion of lease liabilities
Cash dividends paid
Net cash generated from (used in) from financing activities
Effects of exchange rate changes on the balance of cash held in
foreign currencies
Net (decrease) increase in cash
Cash at the beginning of the year
Cash at the end of the year
2022 2021
($ 17,460)
(2,302)
108
(206)
-
349
3,990
$ -
(37,817)
-
-
636
1,396
4,713
(15,521) (31,072)
(48,078)
494,409
(425,500)
70,000
(101,036)
65,000
(36,971)
(41,115)
(10,896)
-
-
123,767
(107,197)
-
(34,434)
(41,113)
(23,291) (69,873)
23,853 (10,886)
(170,696)
314,524
(185,635)
500,159
$ 143,828 $ 314,524

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

(With Deloitte & Touche auditors’ report dated March 9, 2023) (Concluded)

  • 179-

Parpro Corporation and its subsidiaries

Notes to Financial Statements for The Years Ended December 31, 2022 and 2021 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

  1. GENERAL INFORMATION

Parpro Corporation (hereinafter referred to as "the company") was established on December 27, 2001. The company engaged in the manufacturing and selling of motherboards for security control and communication, industrial computers and gaming machines.

Since November 21, 2013, the Company’s shares have been listed on the Taiwan Stock Exchange (TWSE).

The consolidated financial statements are presented in the Company’s functional currency, the New Taiwan dollar.

  1. APPROVAL OF FINANCIAL STATEMENTS

The consolidated financial statements were approved by the Company’s board of directors on March 9, 2023.

3. APPLICATION OF NEW, AMENDED AND REVISED STANDARDS, AMENDMENTS AND INTERPRETATIONS

  • d. Initial application of the amendments to the International Financial Reporting Standards (IFRS),International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) (collectively, the “IFRSs”) endorsed and issued into effect by the Financial Supervisory Commission (FSC).

The initial application of the IFRSs endorsed and issued into effect by the FSC did not have material impact on the Group’s accounting policies.

  • e. The IFRSs endorsed by the FSC for application starting from 2023

    • Effective Date

    • New IFRSs Announced by IASB

  • Amendments to IAS 1 “Disclosure of Accounting January 1 , 2023 ( Note 1 ) Policies”

  • Amendments to IAS 8 “Definition of Accounting January 1 , 2023 ( Note 2 ) Estimates”

  • Amendments to IAS 12 “Deferred Tax related to Assets January 1 , 2023 ( Note 3 ) and Liabilities arising from a Single Transaction”

  • 180-

  • Note1: Unless stated otherwise, the above New IFRSs are effective for annual reporting periods beginning on or after their respective effective dates.

  • Note2: The amendments will be applied prospectively for annual reporting periods beginning on or after January 1, 2023.

  • Note3: The amendments are applicable to changes in accounting estimates and changes in accounting policies that occur on or after the beginning of the annual reporting period beginning on or after January 1, 2023.

As of the date the consolidated financial statements were authorized for issue, the Group is continuously assessing the possible impact that the application of other standards and interpretations will have on the Group’s financial position and financial performance and will disclose the relevant impact when the assessment is completed.

  • f. New IFRSs in issue but not yet endorsed and issued into effect by the FSC
NewIFRSs
Amendments to IFRS 10 and IAS 28 “Sale or
Contribution of Assets between An Investor and
Its Associate or Joint Venture”
Amendments to IFRS 16 "Lease Liability in Sale and
Leaseback"
IFRS 17 “Insurance Contracts”
Amendments to IFRS 17
Amendments to IFRS 17 “Initial Application of IFRS
9 and IFRS 17—Comparative Information”
Amendments to IAS 1 “Classification of Liabilities
as Current or Non-current”
Amendments to IAS 1 “Disclosure of Accounting
Policies”
Effective Date Announced
byIASB(Note 1)
To be determined by IASB
January 1, 2024 (Note 2 )
January 1, 2023
January 1, 2023
January 1, 2023
January 1, 2024
January 1, 2024
  • Note1 : Unless stated otherwise, the above New IFRSs are effective for annual reporting periods beginning on or after their respective effective dates.

  • Note 2 : The seller and lessee shall apply IFRS retroactively to the sale and leaseback transactions signed after 16 days after the initial application of IFRS Amendments to 16 .

  • 181-

As of the date the consolidated financial statements were authorized for issue, the Group is continuously assessing the possible impact that the application of other standards and interpretations will have on the Group’s financial position and financial performance and will disclose the relevant impact when the assessment is completed.

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  • n. Statement of compliance

  • The consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRSs as endorsed and issued into effect by the FSC.

  • o. Basis of preparation

  • The consolidated financial statements have been prepared on the historical cost basis except for financial instruments which are measured at fair value and net defined benefit liabilities which are measured at the present value of the defined benefit obligation less the fair value of plan assets.

  • The fair value measurements, which are grouped into Levels 1 to 3 based on the degree to which the fair value measurement inputs are observable and based on the significance of the inputs to the fair value measurement in its entirety, are described as follows:

  • (3) Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities;

  • (4) Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and

  • (5) Level 3 inputs are unobservable inputs for the asset or liability.

  • 182-

  • p. Classification of current and non-current assets and liabilities Current assets include:

  • (4)Assets held primarily for the purpose of trading;

  • (5) Assets expected to be realized within twelve months after the reporting period; and

  • (6) Cash and cash equivalents unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

Current liabilities include:

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

  • (5) Liabilities due to be settled within twelve months after the reporting period, even if an agreement to refinance, or to reschedule payments, on a long-term basis is completed after the reporting period and before the consolidated financial statements are authorized for issue; and

  • (6) Liabilities for which the Group does not have an unconditional right to defer settlement for at least twelve months after the reporting period.

Assets and liabilities that are not classified as current are classified as non-current.

  • Basis of consolidation

  • q. This consolidated financial report includes the financial reports of the company and entities (subsidiaries) controlled by the company. The subsidiaries' financial reports have been adjusted to bring their accounting policies into line with those of the consolidated company. When preparing the consolidated financial report, all transactions, account balances, income and expenses between entities have been eliminated.

For details of subsidiaries, shareholding ratios and business items, please refer to Note 11 and Table 6.

  • r. Foreign currency

  • In preparing the financial statements of each individual entity, transactions in currencies other than the entity’s functional currency (foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions.

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At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Exchange differences on monetary items arising from settlement or translation are recognized in profit or loss in the period.

  • s.

Non-monetary items measured at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Exchange differences arising from the retranslation of non-monetary items are included in profit or loss for the period except for exchange differences arising from the retranslation of non-monetary items in respect of which gains and losses are recognized directly in other comprehensive income, in which case, the exchange differences are also recognized directly in other comprehensive income. Inventory

Inventories, which comprise finished goods, work-in-process, raw materials and merchandise, are stated at the lower of cost or net realizable value. Inventory write-downs are made by item, except where it may be appropriate to group similar or related items. Net realizable value is the estimated selling price of inventories less all estimated costs of completion and costs necessary to make the sale. Inventor ies are recorded at weighted-average cost.

  • t.

  • Investing in affiliated companies

An associate is an entity over which the Group has significant influence and which is neither a subsidiary nor an interest in a joint venture. The Group uses the equity method to account for its investments in associates. Under the equity method, investments in an associate are initially recognized at cost and adjusted thereafter to recognize the Group’s share of the profit or loss and other comprehensive income of the associate. T he Group also recognizes the changes in the Group’s share of the equity of associates and joint ventures.

When the Company subscribes for additional new shares of an associate at a percentage different from its existing ownership percentage, the resulting carrying amount of the investment differs from the amount of the Group’s proportionate interest in the associate. The Group records such a difference as an adjustment to investments with the corresponding amount

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charged or credited to capital surplus - changes in capital surplus from investments in associates and joint ventures accounted for using the equity method. If the Group’s ownership interest is reduced due to its additional subscription of the new shares of the associate, the proportionate amount of the gains or losses previously recognized in other comprehensive income in relation to that associate is reclassified to profit or loss on the same basis as would be required had the investee directly disposed of the related assets or liabilities. When the adjustment should be debited to capital surplus, but the capital surplus recognized from investments accounted for using the equity method is insufficient, the shortage is debited to retained earnings.

When the Group’s share of losses of an associate equals or exceeds its interest in that associate (which includes any carrying amount of the investment accounted for using the equity method and long-term interests that, in substance, form part of the Group’s net investment in the associate), the Group discontinues recognizing its share of further loss, if any. Additional losses and liabilities are recognized only to the extent that the Group has incurred legal obligations, or constructive obligations, or made payments on behalf of that associate.

The entire carrying amount of an investment (including goodwill) is tested for impairment as a single asset by comparing its recoverable amount with its carrying amount. Any impairment loss recognized is not allocated to any asset, including goodwill, that forms part of the carrying amount of the investment. Any reversal of that impairment loss is recognized to the extent that the recoverable amount of the investment subsequently increases.

  • u. Real estate, plant and equipment

Property, plant and equipment are stated at cost, less accumulated depreciation and accumulated impairment loss.

Except for freehold land which is not depreciated, the depreciation of property, plant and equipment is recognized using the straight -line method. Each significant part is depreciated separately. If the lease term is shorter than the useful lives, assets are depreciated over the lease term. The estimated useful lives, residual values and depreciation method are

  • 185-

reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.

On derecognition of an item of property, plant and equipment, the difference between the sales proceeds and the carrying amount of the asset is recognized in profit or loss.

  • v. Goodwill

Goodwill arising from the acquisition of a business is carried at cost as established at the date of acquisition of the business less accumulated impairment loss.

For the purposes of impairment testing, goodwill is allocated to each of the Group’s cash-generating units or groups of cash-generating units (referred to as cash-generating units) that is expected to benefit from the synergies of the combination.

A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is an indication that the unit may be impaired, by comparing its carrying amount, including the attributed goodwill, with its recoverable amount. However, if the goodwill allocated to a cash-generating unit was acquired in a business combination during the current annual period, that unit shall be tested for impairment before the end of the current annual period. If the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss is recognized directly in profit or loss. An impairment loss recognized on goodwill is not reversed in subsequent periods.

  • w. Intangible assets

  • (1) Intangible assets acquired separately

Intangible assets with finite useful lives that are acquired separately are initially measured at cost and subsequently measured at cost less accumulated amortization and accumulated impairment loss. Amortization is recognized on a straight -line basis. The estimated useful lives, residual value, and amortization method are reviewed at the end of each reporting period, with the effect of any changes in

  • 186-

estimate accounted for on a prospective basis. Intangible assets with indefinite useful lives that are acquired separately are measured at cost less accumulated impairment loss.

  • (2) Intangible assets acquired in a business combination Intangible assets acquired in a business combination and recognized separately from goodwill are initially recognized at their fair value at the acquisition date (which is regarded as their cost). Subsequent to initial recognition, they are measured on the same basis as intangible assets that are acquired separately.

  • (3) Derecognition of intangible assets

    • On derecognition of an intangible asset, the difference between the net disposal proceeds and the carrying amount of the asset is recognized in profit or loss.
  • x. Impairment of property, plant and equipment, right -of-use asset and intangible assets other than goodwill

At the end of each reporting period, the Group reviews the carrying amounts of its property, plant and equipment, right -of-use asset and intangible assets, excluding goodwill, to determine whether there is any indication that those assets have suffered any impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. When it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. Corporate assets are allocated to the individual cash-generating units on a reasonable and consistent basis of allocation. Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment at least annually, and whenever there is an indication that the assets may be impaired.

The recoverable amount is the higher of fair value less costs to sell and value in use. If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount, with the resulting impairment loss recognized in profit or loss.

  • 187-

When an impairment loss is subsequently reversed, the carrying amount of the asset or cash-generating unit is increased to the revised estimate of its recoverable amount, but only to the extent of the carrying amount that would have been determined had no impairment lo ss been recognized on the asset or cash-generating unit in prior years. A reversal of an impairment loss is recognized in profit or loss.

  • y. Financial instruments

Financial assets and financial liabilities are recognized when the Group becomes a party to the contractual provisions of the instruments. Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss (FVTPL)) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at FVTPL are recognized immediately in profit or loss.

  • (3) Financial assets

  • All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.

  • (d) Measurement categories

     - Financial assets are classified into the following categories: Financial assets at FVTPL and financial assets at amortized cost and equity instruments at fair value through other comprehensive income (FVTOCI). A. Financial assets measured at amortized cost
    
    • iii. Financial assets at FVTPL Financial assets are classified as at FVTPL when such a financial asset is mandatorily classified or designated as at FVTPL. Financial assets mandatorily classified as at FVTPL include investments in equity instruments which are not designated as at FVTOCI and debt instruments that do not meet the amortized cost criteria or the FVTOCI criteria. Financial assets at FVTPL are subsequently measured at fair value, with any gains or
  • 188-

iv.

losses arising on remeasurement recognized in profit or loss. The net gain or loss recognized in profit or loss incorporates any dividends or interest earned on such a financial asset. Financial assets at amortized cost

Financial assets that meet the following conditions are subsequently measured at amortized cost:

  • (iv) The financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and

  • (v) 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.

Subsequent to initial recognition, financial assets at amortized cost, including cash and cash equivalents, financial assets at amortized cost, notes and accounts receivable (including long-term receivables) and other receivables, are measured at amortized cost, which equals the gross carrying amount determined using the effective interest method less any impairment loss. Exchange differences are recognized in profit or loss. Interest income is calculated by applying the effective interest rate to the gross carrying amount of such a financial asset. Cash equivalents include time deposits with original maturities within 3 months from the date of acquisition, which are highly liquid, readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. These cash equivalents are held for the purpose of meeting short-term cash commitments.

  • (vi) Investments in equity instruments at FVTOCI

On initial recognition, the Group may make an irrevocable election to designate investments in equity instruments as at FVTOCI. Designation as at FVTOCI is not permitted if the equity investment is held for trading

  • 189-

or if it is contingent consideration recognized by an acquirer in a business combination.

Investments in equity instruments at FVTOCI are subsequently measured at fair value with gains and losses arising from changes in fair value recognized in other comprehensive income and accumulated in other equity. The cumulative gain or loss will not be reclassified to profit or loss on disposal of the equity investments; instead, it will be transferred to retained earnings.

Dividends on these investments in equity instruments are recognized in profit or loss when the Group’s right to receive the dividends is established, unless the dividends clearly represent a recovery of part of the cost of the investment.

(e) Impairment of financial assets

The Group recognizes a loss allowance for expected credit losses (ECLs) on financial assets at amortized cost, including accounts receivables.

The Group always recognizes lifetime ECLs for accounts receivable. For all other financial instruments, the Group recognizes lifetime ECLs when there has been a significant increase in credit risk since initial recognition. If, on the other hand, the credit risk on a financial instrument has not increased significantly since initial recognition, the Group measures the loss allowance for that financial instrument at an amount equal to 12-month ECLs.

ECLs reflect the weighted average of credit losses with the respective risks of default occurring as the weights. Lifetime ECLs represent the expected credit losses that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-month ECLs represent the portion of lifetime ECLs that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date.

  • 190-

The Group recognizes an impairment loss in profit or loss for all financial instruments with a corresponding adjustment to their carrying amount through a loss allowance account.

  • (f) Derecognition of financial assets

The Group derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party.

On derecognition of a financial asset at amortized cost in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss.

  • (4) Financial liabilities

  • (d) Subsequent measurement

All financial liabilities are measured at amortized cost using the effective interest method.

  • (e) Derecognition of financial liabilities

The difference between the carrying amount of the financial liability derecognized and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.

  • (f) Convertible corporate bonds

The convertible corporate bonds issued by the merged company are based on the substance of the contract agreement and the definition of financial liabilities and equity instruments, and its components are classified as financial liabilities and equity at the time of original recognition.

On original recognition, the fair value of the liability component is estimated using prevailing market interest rates for similar non-convertible instruments and measured at amortized cost using the effective interest method until the date of conversion or maturity. The liability component that is embedded in a non-equity derivative is measured at fair value.

The conversion right classified as equity is equal to the remaining amount of the overall fair value of the compound instrument minus the separately determined fair value of the liability component, which is recognized as equity after deducting the impact of income tax, and will not be measured

  • 191-

subsequently. When the conversion right is exercised, its related liability components and the amount in equity will be transferred to share capital and capital reserve - issue premium. If the conversion right of the convertible corporate bonds has not been exercised on the maturity date, the amount recognized in equity will be transferred to capital reserve - others.

Transaction costs related to the issuance of convertible corporate bonds are apportioned to the liabilities and equity components of the instrument in proportion to the apportioned total price.

  • z. Revenue recognition

The Group identifies contracts with customers, allocates the transaction price to the performance obligations and recognizes revenue when performance obligations are satisfied.

Merchandise sales revenue

Merchandise sales revenue comes from the sales of gaming and industrial computers, and aerospace and defense industry components. The products sold by the merged company are recognized as revenue when the products are shipped according to the contract, and the merged company recognizes accounts receivable at that point in time .

When processing without materials, the control of the ownership of the processed products has not been transferred, so revenue is not recognized when the materials are removed.

  • aa. Leasing

At the inception of a contract, the Group assesses whether the contract is, or contains, a lease.

  • (1) The Group as lessor

Leases are classified as finance leases whenever the terms of a lease transfer substantially all the risks and rewards of ownership t o the lessee. All other leases are classified as operating leases.

Lease payments from operating leases are recognized as income on a straight-line basis over the terms of the relevant leases.

  • (2) The Group as lessee

The Group recognizes right-of-use assets and lease liabilities for all leases at the commencement date of a lease, except for short -term leases and low-value asset leases accounted for applying a recognition

  • 192-

exemption where lease payments are recognized as expenses on a straight-line basis over the lease terms.

Right-of-use assets are initially measured at cost. Right -of-use assets are subsequently measured at cost less accumulated depreciation and impairment losses and adjusted for any remeasurement of the lease liabilities. Right-of-use assets are presented on a separate line in the balance sheets.

Right-of-use assets are depreciated using the straight -line method from the commencement dates to the earlier of the end of the useful lives of the right-of-use assets or the end of the lease terms.

Lease liabilities are initially measured at the present value of the lease payments. The lease payments are discounted using the interest rate implicit in a lease, if that rate can be readily determined. If that rate cannot be readily determined, the Gro up uses the lessee’s incremental borrowing rate.

Subsequently, lease liabilities are measured at amortized cost using the effective interest method, with interest expense recognized over the lease terms. When there is a change in future lease payments, the Group remeasures the lease liabilities with a corresponding adjustment to the right-of-use-assets. However, if the carrying amount of the right-of-use assets is reduced to zero, any remaining amount of the remeasurement is recognized in profit or loss. Lease liabilities are presented on a separate line in the balance sheets.

bb. Borrowing costs

Borrowing costs are recognized in profit or loss as incurred.

  • cc. Government grants

Government grants are not recognized until there is reasonable assurance that the Group will comply with the conditions attached to them and that the grants will be received.

Government grants related to income are recognized in other income on a systematic basis over the periods in which the Group recognizes as expenses the related costs that the grants intend to compensate. Government grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial

  • 193-

support to the Group with no future related costs are recognized in profit or loss in the period in which they are received.

  • dd. Employee benefits

  • (3) Short-term employee benefits

Liabilities recognized in respect of short -term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related service.

  • (4) Retirement benefits

Payments to defined contribution retirement be nefit plans are recognized as an expense when employees have rendered service entitling them to the contributions.

Defined benefit costs (including service costs, net interest and remeasurement) under the defined benefit retirement benefit plans are determined using the projected unit credit method. Service costs (including current service costs) and net interest on a net defined benefit liability (asset) are recognized as employee benefits expenses in the period that they occur. Remeasurement, comprising actuarial gains and losses, the effect of the changes to the asset ceiling and the return on plan assets (excluding interest), is recognized in other comprehensive income in the period in which it occurs. Remeasurement recognized in other comprehensive income is reflected immediately in retained earnings and will not be reclassified to profit or loss.

The net defined benefit liability (asset) represents the actual deficit (surplus) in the Group’s defined benefit plan. Any surplus resulting from this calculation is limited to the present value of any refunds from the plans or reductions in future contributions to the plans.

ee. Income tax

Income tax expense represents the sum of the tax currently payable and deferred tax.

  • (4) Current tax

Income tax payable (recoverable) is based on taxable profit (loss) for the year determined according to the applicable tax laws of each tax jurisdiction.

  • 194-

According to the Income Tax Law in the ROC, and additional tax on unappropriated earnings is provided for in the year the shareholders approve to retain earnings.

Adjustments of prior years’ tax liabilities are added to or deducted from the current year’s tax provision.

  • (5) Deferred tax

Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities and the corresponding tax bases used in the computation of taxable profit.

Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for deductible temporary differences or unused loss carryforward to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized. Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries and associates, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognized to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits of the temporary differences and that they are expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and is reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. A previously unrecognized deferred tax asset is also reviewed at the end of each reporting period and recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which a liability is settled or an asset is realized, based on tax rates and tax laws that have been

  • 195-

enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets 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 set tle the carrying amount of its assets and liabilities.

  • (6) Current tax and deferred tax for the year

Current tax and deferred tax are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive income or directly in equity; in which case, the current tax and deferred tax are also recognized in other comprehensive income or directly in equity respectively.

  1. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF

ESTIMATION UNCERTAINTY

In the application of the Group’s accounting policies, management is required to make judgments, estimates and assumptions on the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered relevant. Actual results may differ from these estimates.

The Group considers the possible impact of the recent development of the COVID-19 in Taiwan and its economic environment implications when making its critical accounting estimates on cash flow projections, growth rate, discount rate, profitability, etc. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the est imate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

Key Sources of Estimation Uncertainty

The merged company holds 20.86% of the voting right s of Anderson Industrial Corporation and is the single largest shareholder. After considering the number and distribution of voting rights held by other shareholders, other shareholders are not very scattered, and the voting pattern of the previous shareho lders' meeting shows that other shareholders are not passive, and the merged company cannot appoint more than half of

  • 196-

the members of the governance unit, so it cannot dominate the relevant activities of Ender Company and therefore has no control. The manag ement of the merged company believes that it only has a significant impact on Anderson Industrial Corporation, so it is listed as an affiliated company of the merged company.

Major Sources of Uncertainty in Estimates and Assumptions Estimated goodwill impairment

Determining whether goodwill is impaired requires an estimate of the value in use of the cash-generating units to which the goodwill is allocated. To calculate value in use, management should estimate the future cash flows expected to be generated from the cash-generating unit and determine the appropriate discount rate to use in calculating the present value. If the actual cash flow is less than expected, or if the facts and circumstances change and the future cash flow is revised downward or the discount rate is revised upward, significant impairment losses may occur.

6. CASH AND CASH EQUIVALENTS

Cash on hand and working capital
Bank Check and Demand Deposit
December 31
2022
2021

$ 455
143,373
$ 143,828

$ 418
314,106
$ 314,524

The market rate intervals of cash in bank at the end of the reporting period were as follows:

Bank balance December 31
2022
2021
0%1.05%
0%0.05%

7. FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS

Financial liabilities
Held for trading
Derivatives
-Right of redemption
December 31
2022
2021
December 31
2022
2021
$ 11,954 $ 7,948
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8. FINANCIAL ASSETS MEASURED AT FAIR VALUE THROUGH OTHER

COMPREHENSIVE INCOME

December 31

Equity instrument investment
Domestic listed stocks
2022 2021
$ 10,160 $-

The group invests in the above-mentioned ordinary shares for medium and long-term strategic purposes, and expects to make profits through long -term investment. The management of the group believes that if the short-term fair value fluctuations of these investments are included in the profit and loss, it is inconsistent with the aforementioned long-term investment plan, so it chooses to designate the investment to be measured at fair value through other comprehensive profits and losses.

9. ACCOUNTS RECEIVABLE AND OTHER RECEIVABLES

Accounts receivable
At amortized cost
Gross carrying amount
Less: Allowance for impairment loss
Other receivables
Tax Refund Receivable (Note)
Other
December 31
2022
2021
December 31
2022
2021
$ 730,234
(42,230)
$ 389,504
(28,133)
$ 688,004
$ 47,902
1,599
$ 361,371
$ -
1,673
$ 49,501 $ 1,673

Note:Affected by the novel coronavirus pneumonia epidemic, the U.S. federal government passed the "New Crown Virus Aid, Relief, and Economic Security Act (CARES Act)" and provided an employee retention tax credit program (Employee Retention Credit, hereinafter referred to as ERC ) , It aims to assist small and medium-sized enterprises to maintain their ability to continue operating during the economic shutdown due to the spread of the epidemic, so as to continue to pay employees' salaries and provide employment.

  • 198-

December 31, 2022, the U.S. subsidiary of the Group applied to the U.S. Federal Revenue Service (Internal Revenue Service) for the application of the ERC plan, and the business cost and business expense deduction of USD 1,634,000 has been approved and transferred.

The average credit period of the company for commodity sales is 30 to 180 days.

The group recognizes the allowance loss of accounts receivable according to the expected credit loss during the existence period. The expected credit loss during the duration is based on the consideration of the customer's past collection experience, the increase in delayed payment exceeding the average credit period, and at the same time the customer's past default record, current financial situation and industrial economic situation. According to the credit loss historical experience of the merged company, there is no significant difference in the loss patterns of different customer groups, so no further distinction is made between customer groups, and the expected credit loss rate is determined only by the days of accounts receivable.

If there is evidence that the counterparty is facing serious financial difficulties and the company cannot reasonably expect the recoverable amount, the company will write off the relevant accounts receivable directly, but will continue to pursue activities, and the recovered amount due to the recove ry will be recognized in profit or loss.

The allowance for accounts receivable of the consolidated company is as follows:

December 31,2022

ecember 31,2022
Gross carrying
amount
Loss allowance
(Lifetime ECLs)
Amortized cost
Less than
180 days
181365
days
More than
366 days
Total
$ 687,974
$ 4,454
-
(4,424)
$ 37,806
$ 730,234
(37,806)
(42,230)
$ 687,974 $ 30 $- $ 688,004
  • 199-

December 31,2021

cember 31,2021
Gross carrying
amount
Loss allowance
(Lifetime ECLs)
Amortized cost
Less than
180 days
181365
days
More than
366 days
Total
$358,115
$9,991
-
(6,735)
$21,398
(21,398)
$389,504
(28,133)
$358,115 $3,256 $- $361,371

The above is an aging analysis based on the invoice date.

The movements of the loss allowance for accounts receivable were as follows:

Balance at January 1
Add: Net remeasurement of loss allowance
Less: Amounts written off
Foreign exchange gains and losses
Balance at December 31
2022
2021
$ 28,133
10,756
-
3,341
$ 43,338
9,242
(23,423)
(1,024)
$ 42,230 $ 28,133

10. INVENTORIES

NVENTORIES
Raw materials
Work in progress
Finished goods
December 31
2022
2021
$ 556,175
492,607
17,417
$ 365,194
402,903
7,312
$ 1,066,199 $ 775,409

The cost of goods sold related to inventory for the years ended December 31, 2022 and 2021 was $ 2,318,545 thousand and $1,780,226 thousand respectively.

The cost of goods sold for the years ended December 31, 2022 and 2021, including inventory depreciation and sluggish loss, was $34,362 thousand and $17,884 thousand respectively.

  • 200-

11. SUBSIDIARIES

  • a. Subsidiaries included in the consolidated financial statements:
Investor
Investee
Nature of Activities
Proportion of Ownership
December 31
2022
2021
Remark
The company
Efa Technologies
Corporation
Sales of industrial
computers and gaming
machines, etc.
Parpro Holdings Co., Ltd. Investment
Parpro Holdings Co., Ltd.
AP Parpro, Inc.
Production and sales of
aerospace industry parts
Pilot (Las Vagas), Inc.
Investment
Parpro Quality Inc.
Investment
AP Parpro, Inc.
Parpro (Nevada), Inc.
Sales of industrial
computers and gaming
machines, etc.
Pilot (Las Vagas), Inc.
Parpro (Nevada), Inc.
Sales of industrial
computers and gaming
machines, etc.
Parpro Quality Inc.
Parpro Technologies Inc.
Production and sales of
Netcom, aerospace and
defense industry
components
100%
100%
-
100%
100%
-
100%
100%
-
100%
100%
-
100%
100%
-
80%
80%
-
20%
20%
-
100%
100%
-

b. Subsidiaries not included in the consolidated financial report: None.

12. INVESTMENTS USING THE EQUITY METHOD

Invest in affiliated companies

vest in affiliated companies
Significant affiliated enterprises
Anderson Industrial Corporation
Individually insignificant affiliated enterprises
December 31
2022
2021
$ 554,651
39,925
$ 512,334
40,548
$ 594,576 $ 552,882

Significant affiliated enterprises are as follows:

Shareholding and voting rights ratio
Company Name Nature of Activities Principal place of business December 31, 2022 December 31, 2021
Non-metallic computer
Anderson Industrial
Corporation
numerical control
machining centers, PCB
electronic machinery,
Taiwan 20.86%
20.86%
cutting tools, plates, etc.
  • 201-

  • a. Investments using the equity method and the combined company's share of profits and losses and other comprehensive profits and losses are recognized in accordance with the financial reports audited by auditors for the same period.

  • b. Level 1 fair value information of affiliated companies with open market quotations is as follows:

arket quotations is as follows:
Company Name
December 31
2022
2021
Anderson Industrial Corporation $ 405,031 $ 476,859

13. PROPERTY, PLANT AND EQUIPMENT

Cost
Balance at January 1, 2021
Additions
Disposals
Effect of foreign currency exchange
differences
Balance at December 31, 2021
Accumulated depreciation and impairment
Balance at January 1, 2021
Depreciation
Disposals
Effect of foreign currency exchange
differences
Balance at December 31, 2021
Carrying amount at December 31, 2021
Buildings Machinery
Other
Equipment
Buildings Machinery
Other
Equipment
Buildings Machinery
Other
Equipment
Total
$ 86,670
14,464
-
(2,605)
$ 304,941
11,486
(320)
(4,538)
$ 80,703
11,867
(2,905)
(2,050)
$ 472,314
37,817
(3,225)
(9,193)
$ 98,529
$ 16,070
5,441
-
(516)
$ 311,569
$ 214,863
24,477
(320)
(2,937)
$ 87,615
$ 61,414
6,003
(2,905)
(1,471)
$ 497,713
$ 292,347
35,921
(3,225)
(4,924)
$ 20,995
$ 77,534
$ 236,083
$ 75,486
$ 63,041
$ 24,574
$ 320,119
$ 177,594

(Continued on next page)

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(Continued from previous page)

Cost
Balance at January 1, 2022
Additions
Disposals
Effect of foreign currency exchange
differences
Balance at December 31, 2022
Accumulated depreciation and
impairment
Balance at January 1, 2022
Depreciation
Disposals
Effect of foreign currency exchange
differences
Balance at December 31, 2022
Carrying amount at December 31,
2022
Buildings Machinery
Other
Equipment
Total
$ 98,529
1,118
-
10,820
$ 311,569
135
-
17,925
$ 87,615
1,049
(850)
8,353
$ 497,713
2,302
(850)
37,098
$ 110,467
$ 20,995
8,768
-
2,565
$ 329,629
$ 236,083
25,323
-
12,692
$ 96,167
$ 63,041
6,815
(850)
5,932
$ 536,263
$ 320,119
40,906
(850)
21,189
$ 32,328
$ 78,139
$ 274,098
$ 55,531
$ 74,938
$ 21,229
$ 381,364
$ 154,899

The above items of property, plant and equipment are depreciated on a straight-line basis over the estimated useful lives as follows:

Buildings 3 to 50 years
Machinery 5 to 8 years
Other Equipment 3 to 8 years

14. LEASE ARRANGEMENTS

a. Right-of-use assets

A
Carrying amount
Buildings
Transportation equipment
December 31
2022
2021
December 31
2022
2021
$ 217,599
332
$ 233,473
1,329
$ 217,931 $ 234,802
  • 203-
Addition of right-of-use assets
Depreciation charge for right-of-use assets
Buildings
Transportation equipment
December 31
2022
2021
December 31
2022
2021
$-
$ 120,638
December 31
2022
2021
$ 40,016
997
$ 34,161
997
$ 41,013 $ 35,158

Aside from the additions and depreciation expenses listed above, there were no major subleases and impairments of the right -of-use assets of the company in 2022 and 2021.

b. Lease liabilities

Carrying amount
Current
Non-current
December 31
2022
2021
December 31
2022
2021
$ 37,083
$ 185,855
$ 34,571

$ 200,994

Range of discount rate for lease liabilities was 1.38% to 4.75% on December 31, 2022 and 2021.

15. GOODWILL AND INTANGIBLE ASSETS

Cost
Balance at January 1, 2021
Effect of foreign currency exchange
differences
Balance at December 31, 2021
Accumulated amortization
Balance at January 1, 2021
Amortization expense
Effect of foreign currency exchange
differences
Balance at December 31, 2021
Carrying amount at December 31,
2021
Goodwill Intangible assets
Customer relations
Intangible assets
Customer relations
Total
$ 428,803
(12,045)
$ 150,004
(4,213)
$ 578,807
(16,258)
$ 416,758
$ -
-
-
$ 145,791
$ 56,797
10,185
(1,715)
$ 562,549
$ 56,797
10,185
(1,715)
$-
$ 416,758
$ 65,267
$ 80,524
$ 65,267
$ 497,282
  • 204-
Cost
Balance at January 1, 2022
Effect of foreign currency exchange
differences
Balance at December 31, 2022
Accumulated amortization
Balance at January 1, 2022
Amortization expense
Effect of foreign currency exchange
differences
Balance at December 31, 2022
Carrying amount at December 31,
2022
Goodwill Intangible assets
Customer relations
Intangible assets
Customer relations
Total
$ 416,758
45,621
$ 145,791
15,959
$ 562,549
61,580

$ 462,379
$ -
-
-
$ 161,750
$ 65,267
10,838
7,474
$ 624,129
$ 65,267
10,838
7,474
$-
$ 462,379
$ 83,579
$ 78,171
$ 83,579
$ 540,550

The above items of intangible asset are amortized on a straight -line basis over the estimated useful lives as follows:

Customer relations

14 years

The management believes that the key assumptions on which the cash-generating unit's recoverable amount is based, any reasonable possible changes in it will not cause the book value of the above-mentioned intangible assets to exceed the recoverable amount, so there was no asset impairment in 2022 and 2021.

16. BORROWINGS

a. Short-term loans

Short-term loans
Unsecured borrowings
Bank loan
Interest rate range
December 31
2022
2021
$ 620,479
1.80%-8.00%
$ 654,560
1.04%- 4.25%
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b. Long-term loans

Unsecured borrowing
Bank loan
Less: Current portion
Long term loan
Interest rate range
Loan due date
December 31
2022
2021
December 31
2022
2021
$ 106,338
(58,511)
$ 154,828
(90,530)
$ 47,827
2.01%-2.47%
September 2025
$ 64,298

1.00%-1.60%
May 2026

Affected by the novel coronavirus pneumonia epidemic, the U.S. federal government passed the "New Crown Virus Aid, Relief, and Economic Security Act (CARES Act)" and established the Paycheck Protection Program (Paycheck Protection Program), which aims to assist small and medium-sized enterprises in the economic spread of the epidemic Maintain the ability to continue operating during the shutdown period, and then continue to pay employee salaries and provide employment.

As of December 31, 2022 and 2021, the US subsidiary of the merged company obtained a loan balance (accounted for long-term loan) approved by a bank authorized by the US Small Business Administration (Small Business Administration) of US $ 0 and USD $ 630 thousand , mainly used to pay employee salaries and related welfare expenses. This loan can be exempted if it meets all specific conditions. The principal of the loan that has not been exempted must be repaid at a fixed rate of 1% plus interest within a specific period Clearly, the US subsidiary of the company has applied for a loan exemption, which has been appro ved in 2022 and 2021 and has been transferred to the government subsidy income of US$ 630 thousand and US$5,003 thousand respectively.

17. CORPORATE BONDS PAYABLE

ORPORATE BONDS PAYABLE
Domestic Unsecured Convertible Corporate Bonds
Less: Discount of corporate bonds payable
Less: Current portion
Total corporate bonds payable
December 31
2022
2021
$ 574,400
$ 499,900
(39,303)
(27,855)
(71,530)
(472,045)
$ 463,567
$-
$ 574,400
(39,303)
(71,530)
$ 463,567
  • 206-

The company issued the second domestic unsecured convertible corporate bond with a coupon rate of 0% on December 13, 2019, and it was listed for trading on the counter trading center on the same day, with a total principal amount of 502,500 thousand and a face value of 100 thousand, issued according to 100.50% of the face value, the issuance terms is 5 years, and the conversion period is from March 14, 2020 to December 13, 2024. The conversion price at the time of issuance was $39 per share. Due to the distribution of dividends, the conversion price has been adjusted to $34.7 since August 23, 2022.

Following the issuance of the convertible corporate bonds 3 months to 40 days before the expiration of the issuance period, if the closing price of the company’s common stock in the centralized trading market exceeds the current conversion price by 30% (inclusive) for 30 consecutive business days or when the outstanding balance of the convertible bonds is less than 10% of the original issued total amount, the company may take back all the bonds in cash according to the face value of the bonds.

After the issuance of the convertible corporate bonds for 3 and 4 years, the bondholders may request the company to redeem the convertible bonds they hold in cash at the face value of the bonds plus interest compensation.

This convertible corporate bond includes liabilities and equity components, and the equity component is expressed as "capital reserves - stock options" under the equity item. The liability component was originally recognized with an effective interest rate of 1.9452%. As of December 31, 2022, the bondholders exercised the right to sell back, and the company has paid $438,393 thousand (including interest compensation of $12,893 thousand, the book value of corporate bonds $409,369 thousand and financial liabilities measured at fair value throug h profit and loss $9,956 thousand), and $6,175 thousand was recognized as a repayment loss.

  • 207-
Issue price (less transaction costs of $5,406 thousand)
Equity components
Deferred tax assets
Financial liabilities
Components of Liabilities at Issue Date
Components of Liabilities as at January 1 ,2021
Interest calculated at an effective rate of 1.9452% (Note 22 )
Corporate bonds payable convert into ordinary shares
Components of Liabilities as at December 31 ,2021
Interest calculated at an effective rate of 1.9452% (Note 22 )
Repay corporate debt
Components of Liabilities as at December 31 ,2022
$ 497,094
(31,774)
1,081
(12,739)
$ 453,662
$ 463,066
9,073
(94)
472,045
8,854
(409,369)
$ 71,530

The company issued the third domestic unsecured convertible corporate bond with a coupon rate of 0% on March 10, 2022, and it was listed for trading on the counter trading center on the same day. It is issued according to 100.00% of the face value, the issuance term is 5 years, and the conversion period is from June 11, 2022 to March 10, 2027. The conversion price at the time of issuance was $29.2 per share. Due to the distribution of dividends, the conversion price has been adjusted to $28.6 since August 23, 2022.

Following the issuance of the convertible corporate bonds 3 months to 40 days before the expiration of the issuance period , if the closing price of the company’s common stock in the centralized trading market exceeds the current conversion price by 30% (inclusive) for 30 consecutive business days or when the outstanding balance of the convertible bonds is less than 10% of the original issued total amount , the company may take back all the bonds in cash according to the face value of the bonds.

After the issuance of the convertible corporate bonds for 3 and 4 years, the bondholders may request the company to redeem the convertible bonds they hold in cash at the face value of the bonds plus interest compensation. This convertible corporate bond includes liabilities and eq uity components, and the equity component is expressed as "capital reserves - stock options" under the equity item. The liability component was originally recognized with an effective interest rate of 1.8061%.

  • 208-
Issue price (less transaction costs of $5,591 thousand)
Equity components
Deferred tax assets
Financial liabilities
Components of Liabilities at Issue Date
Issue date liability components on 2022
Interest calculated at an effective rate of 1.8061% (Note 22 )
Components of Liabilities as at December 31 ,2022
$ 494,409
(28,740)
1,118
(9,960)
$ 456,827
$ 456,827
6,740
$ 463,567

18. OTHER PAYABLES

Payables for salaries and bonuses
Payables for compensation of employees and
remuneration to directors and supervisors
Payables to related parties (Note 27 )
Other
December 31
2022
2021
December 31
2022
2021
$ 52,818
5,408
65,000
43,358
$ 16,963
3,342
-
41,948
$ 166,584 $ 62,253

19. RETIREMENT BENEFIT PLANS

Defined contribution plans

Companies of the Group in Taiwan adopted a pension plan under the Labor Pension Act (LPA), which is a state-managed defined contribution plan. Under the LPA, an entity makes monthly contributions to employees’ individual pension accounts at 6% of monthly salaries and wages.

The employees of the Group’s subsidiaries in other countries are members of state-managed retirement benefit plans operated by the local government. The subsidiary is required to contribute amounts equal to a specified percentage of payroll costs to the retirement benefit scheme to fund the benefits. The only obligation of the Group with respect to the retirement benefit plan is to make the specified contributions.

  • 209-

20. EQUITY

e. Share capital

Number of shares authorized (in thousand)
Shares authorized
Number of shares issued and fully paid (in thousand)
Shares issued
December 31
2022
2021
December 31
2022
2021
120,000
$ 1,200,000
83,354
$ 833,544
120,000

$ 1,200,000

83,452

$ 834,516

As of December 31, 2021, there were still 3,000 shares that had not yet been registered for change due to the conversion of convertible corporate bonds, and were listed as pending registration share capital.

Among the authorized share, 500 thousand shares are reserved for the issuance of employee stock option certificates.

f. Capital reserves

pital reserves
May be used to offset a deficit, distributed as cash December 31
2022
2021
$ 268,383
27,957
33,468
$ 278,196
917
31,768

dividends, or transferred to share capital (Note)
Issuance of ordinary shares
Lapsed stock option
May not be used for any purpose
Convertible corporate bond warrants
$ 329,808 $ 310,881

Note: Such capital surplus may be used to offset a deficit; in addition, when the Company has no deficit, such capital surplus may be distributed as cash dividends or transferred to share capital (limited to a certain percentage of the Company’s number of shares fully paid).

  • g. Retained earnings and dividend policy

On May 31, 2022, the company passed the resolution of the shareholders' meeting to amend the Articles of Association, stipulating that when the company distributes surplus, statutory surplus reserves and capital

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reserves in cash, the board of directors is authorized to have more than two-thirds of the directors present and Distributed by a resolution of more than half of the directors present, and reported to the shareholders' meeting.

According to the earnings distribution policy stipulated in the company's revised Articles of Association, the company will consider the company's environment and growth stage, respond to future capital needs and long-term financial planning, and meet shareholders' needs for cash inflow. If there is a surplus in the annual final accounts, Taxes should be paid first to make up for the losses of previous years, and 10% should be set aside as the legal surplus reserve, except when the legal surplus reserve has reached the total capital, and it can be allocated or reversed the special surplus reserve according to business needs or regulations of the competent authority.

Shareholder dividends are based on the consideration of the current year's after-tax surplus and the accumulated undistributed surplus in the previous period. The principle of distributing the surplus amount shall not be less than 10% of the current year's after-tax surplus. Cash dividends shall not be less than 10% of the total dividends. If it is less than 0.1 yuan per share, it can be distributed as stock dividends, but the distribution ratio can be adjusted depending on the company's future earnings and capital status. When the company has no profit, no dividends and bonuses will be distributed. For employee and director remuneration distribution policy, please refer to Note 22 (6) Employee and Director Remuneration. The statutory surplus reserve shall be appropriated until its balance reaches the total paid-in share capital of the company. The statutory surplus reserve can be used to make up for losses. When the company has no losses, the portion of the statutory surplus reserve exceeding 25% of the total paid-in share capital may be allocated to share capital and distributed in cash.

The company's general meeting of shareholders on July 2, 202 1 resolved to make up the loss of 27,619 thousand with the legal surplus reserve, and distributed $0.5 per share in cash with the capital reserve of $41,113 thousand.

  • 211-

On May 31, 2022, the company's shareholders' general meeting resolved to approve the 2021 profit distribution plan as follows:

Legal reserve
Special reserve
Cash dividend
Surplus Distribution
Proposal
Dividend per share
(Dollar)
$10,597
60,844
32,892
$0.40

The Company’s shareholders resolved to issue $0.1 per share of cash dividends from capital surplus of $8,223 thousand.

h. Treasury share

Shares transferred to
Purpose of Buy-back employees
(in thousands of shares)
Number of Shares at January 1,2021 1,225
Shares Transferred to Employees -
Number of Shares at December 31,2021 1,225
Shares Cancelled (100)
Number of Shares at December 31,2022 1,125

Under the Securities and Exchange Act, the Company shall neither pledge treasury shares nor exercise shareholders’ rights on these shares, such as rights to dividends and to vote.21.

21. INCOME

NCOME
Revenue from the sale of goods
Others
2022 2021
$ 2,776,680
-
$ 2,097,927
21
$ 2,776,680 $ 2,097,948

d.Description of customer revenue

Revenue from the sale of goods

Sales revenue comes from the sales of gaming and industrial computers, and aerospace and defense industry components. The products sold by the company are recognized as revenue when the products are shipped

  • 212-

according to the contract, and the company recognizes accounts receivable at the same time.

When processing without materials, the control of the ownership of the processed products has not been transferred, so revenue is not recognized when the materials are removed.

e.Contract Balance

ontract Balance
Accounts receivable (Note 9)
Contract liabilities (accounted for other
current liabilities) (Note 27)
December 31
January 1
2022
2021
2021
$688,004
$ 63,136
$361,371
$ 16,118
$346,173
$ 16,663

Changes in contract liabilities are primarily attributable to differences in the timing of satisfaction of performance obligations and the timing of payment by customers.

  • f. For the breakdown of customer revenue, please refer to Note 31.

22. NET INCOME

Net income for the year includes the following items:

  • g. Other income
. Other income
Government grant income ( Note 16 )
Rental income
Others
. Other gains and losses
Net foreign exchange gain ( loss )
Net gain(loss) on financial instruments at FVTPL
Disposal gain on property, plant and equipment
Losses on repayment of convertible corporate bonds
other
2022
$ 18,113
1,995
2,895
$ 23,003
2022
$ 18,981
  • h. Other gains and losses

  • 213-

i.
Finance cost
Interest on Convertible Corporate Bonds
Interest on bank loans
Compensation interest for repayment of convertible
corporate bonds
Interest on lease liabilities
j.
Depreciation and amortization
Property, plant and equipment
Right-of-use assets
Intangible assets
An analysis of depreciation by function
Operating cost
Operating expenses
An analysis of amortization by function
Operating expenses
k. Employee benefits expense
Short-term benefits
Salary
Labor health insurance
Other employment expenses
Post-employment benefits (Note 19 )
Defined contribution plans
An analysis of employee benefits expense by function
Operating cost
Operating expenses
2022 2021
$ 9,073
11,164
-
7,446
$ 27,683
2021
$ 35,921
35,158
10,185
$ 81,264
$ 51,409
19,670
$ 71,079
$ 10,185
2021
$ 15,594
14,844
12,893
10,678
$ 54,009
2022
$ 40,906
41,013
10,838
$ 92,757
$ 61,621
20,298
$ 81,919
$ 10,838
2022
$ 511,826
25,285
13,670
$ 432,451
33,091
21,064
550,781 486,606
3,204 3,381
$ 553,985
$ 365,788
188,197
$ 489,987
$ 290,714
199,273
$ 553,985 $ 489,987
  • 214-

  • l. Remuneration of employees and directors

If the company makes profits in the year, it should allocate 1% to 15% as employee remuneration, which is distributed by the board of directors in the form of stocks or cash. The distribution objects include employees of subordinate companies who meet certain conditions; the company can increase the profit, the resolution of the board of directors shall allocate no more than 5% as director remuneration. Proposals on employee and director remuneration distribution should be reported to the shareholders' meeting. However, if the company still has accumulated losses, it shall reserve the compensation amount in advance, and then appropriate the remuneration of employees and directors in accordance with the proportion mentioned in the preceding paragraph.

On March 9, 2023 and March 16, 2022, the remuneration of employees and directors in 2022 and 2021 were resolved by the board of directors as follows:

as follows:
Accrual rate
Compensation of employees
Remuneration of directors
2022
2021
2%
2%
1%
1%
Amount
Compensation of employees
Remuneration of directors
2022
Cash
Stock
$ 2,120
$ -
1,060
-
2021
Cash
Stock
$ 2,228 $ -
1,114
-

If there is a change in the amounts after the annual consolidated financial statements are authorized for issue, the differences are recorded as a change in the accounting estimate next year.

There is no difference between the actual distribution amount of employee and director and supervisor remuneration in 2021 and the recognized amount in the 2021 consolidated financial report. Due to the loss in 2020, the remuneration of employees and directors was not estimated.

Information on the compensation of employees and remuneration of directors resolved by the Company’s board of directors is available at

  • 215-

the Market Observation Post System website of the Taiwan Stock Exchange.

23. INCOME TAX

  • e. Income tax recognized in profit or loss:

Major components of income tax expense (benefit) are as follows:

Current tax
In respect of the current year
Adjustments for prior years
Deferred tax
In respect of the current yea
Income tax expense (benefit) recognized in profit or loss
2022 2021
$ 149
(8,618)
1,751
($ 6,718)
$ 4,922

(7)
3,313
$ 8,228

A reconciliation of accounting profit and income tax expense (benefit) is as follows:

as follows:
Net profit (loss) before income tax
Income tax expense calculated at the statutory rate
Effect of different tax rate of entities in the Group
operating in other jurisdictions
Nondeductible expenses in determining taxable income
Tax-exempt income
Unrecognized temporary differences
Unrecognized loss carryforwards
Adjustments for prior years’ tax
Income tax expense (benefit) recognized in profit or loss
2022 2021
$ 107,741
$ 21,548
3,938
7,444
(6,596)
(12,201)
(5,898)
(7)
$ 99,588
$ 19,918
1,512
1,817
(3,761)
(13,976)
(3,610)
(8,618)
$ 8,228 ($ 6,718)

f. Deferred income tax assets and liabilities

Changes in deferred tax assets and liabilities are as follows:

  • 216-
2022
Deferred tax assets
Opening
Balance
Recognized
in Profit or
Loss
Recognized
in equity
Opening
Balance
Recognized
in Profit or
Loss
Recognized
in equity
Opening
Balance
Recognized
in Profit or
Loss
Recognized
in equity
Opening
Balance
Recognized
in Profit or
Loss
Recognized
in equity
Closing
Balance
$ -
839
149
223
$ 1,211
$ 1,975
20
$ 1,995
Closing
Balance
Closing
Balance
$ -
839
149
223
$ 1,211
$ 1,975
20
$ 1,995
Closing
Balance
$ 224
($ 224)
361
(640)
623
(474)
223
-
$ -
1118
-
-
Unrealized exchange loss
Issuance cost of convertible corporate
bonds
Inventory write-downs
Others
Deferred tax liabilities
$ 1,431
$ -
20
($ 1,338)
$ 1,975
-
$ 1,118
$ -
-
$ 20
Opening
Balance
$ 1,975
Recognized
in Profit or
Loss
$-
Recognized
in equity
$ 1,692
721
546
223
($ 1,468)
(360)
77
-
$ -
-
-
-



$ 224
361
623
223
$ 3,182
$ 20
($ 1,751)
$-
$-
$-
$ 1,431
$ 20
  • g. Unused and unrecognized loss carryforwards information
Company
Unused
Amount
ExpiryYear
The company
Efa Technologies Corporation
$ 6,097
2030
$ 14,724
2027-2032
  • h. Income tax assessments

The latest annual income tax returns that have been assessed by the tax authorities were as follows:

authorities were as follows:
Company
Year
The company 2020
Efa Technologies Corporation 2020
  • 217-

24. EARNINGS PER SHARE

EARNINGS PER SHARE EARNINGS PER SHARE EARNINGS PER SHARE EARNINGS PER SHARE
Unit: NT$ Per Share
2022
2021
Basic earnings per share
$ 1.21
$ 1.29
Diluted earnings per share
$ 1.07
$ 1.13
The earnings and weighted average number of ordinary shares outstanding in
the computation of earnings per share were as follows::
Net Income for the Year
2022
2021
Net income of ordinary shares in
computation of basic earnings per share
$ 99,513
$ 106,306
Effect of potentially dilutive ordinary
shares Compensation of employees:
Convert corporate bonds
7,030
2,974
Net income of ordinary shares used in the
computation of diluted earnings per share
$ 106,543
$ 109,280
Unit: thousand shares
Number of ordinary shares
2022
2021
Weighted average number of ordinary
shares in computation of basic earnings
(loss) per share
$ 82,327
$ 82,227
Effect of potentially dilutive ordinary
shares Compensation of employees:
Convert corporate bonds
17,483
14,124
Employee compensation
96
69
Weighted average number of ordinary
shares used in the computation of diluted
earnings (loss) per share
$ 99,906
$ 96,420
$ 99,513
7,030
$ 106,306
2,974
$ 106,543
$ 109,280
Unit: thousand shares
2022
2021
$ 82,327
17,483
96
$ 82,227
14,124
69
$ 99,906 $ 96,420

The second domestic unsecured conversion corporate bond in 2022 was not included in the calculation of diluted earnings per share due to anti-dilution. If the company may settle the compensation of employees in cash or shares; therefore, the Group assumed that the entire amount of the compensation will be settled in shares, and the resulting potential share s are included in the weighted average number of shares outstanding used in the computation of diluted earnings per share, as the effect is dilutive. Such dilutive effect of the

  • 218-

potential shares is included in the computation of diluted earnings per share until the number of shares to be distributed to employees is resolved in the following year.

25. CAPITAL MANAGEMENT

The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns while maximizing the return to stakeholders through the optimization of the debt and equity balance.

The capital structure of the Group consists of net debt (borrowings offset by cash and cash equivalents) and equity of the Group (comprising issued capital, reserves, retained earnings, other equity and non-controlling interests). The Group is not subject to any externally imposed capital requireme nts.

Key management personnel of the Group review the capital structure on a quarterly basis. As part of this review, the key management personnel consider the cost of capital and the risks associated with each class of capital. Based on recommendations of the key management personnel, in order to balance the overall capital structure, the Group may adjust the amount of dividends paid to shareholders, the number of new shares issued or repurchased, and the amount of new debt issued or existing debt redeemed .

26. FINANCIAL INSTRUMENTS

  • e. Fair value of financial instruments that are not measured at fair value Except as listed in the table below, the Group’s management considers the carrying amounts recognized in the consolidated financial statements for financial assets and financial liabilities not carried at fair value to approximate their fair values or their fair values cannot be reliably measured:
Financial liabilities
Convertible corporate bonds
- The second domestic convertible bonds
- The third domestic convertible bonds
December 31,2022
December 31,2021
Carrying
amount
Fair
Value
Carrying
amount
Fair
Value
$ 71,530
$ 75,479 $ 472,045 $ 512,597
463,567
497,500
-
-

The fair value of convertible corporate bonds is measured by Level 2 input values. The valuation is based on the weighted average $100 price in the OTC trading center on the reporting date to calculate the fair value.

  • 219-

  • f. Fair value of financial instruments that are measured at fair value on a

  • recurring basis

  • (1) Fair value hierarchy

Fair value hierarchy
December 31,2022
Financial assets at FVTOCI Equity
instruments
Domestic listed stocks
Financial liabilities at FVTPL
Beneficiary certificates
Derivatives
December 31,2021
Financial liabilities at FVTPL
Beneficiary certificates
Derivatives
Level 1 Level 2 Level 3 Total
$ 10,160
$ 11,954
Total
$ 7,948
$ 10,160
$-
Level 1
$-
$ 11,954
Level 2
$-
$-
Level 3
$- $ 7,948 $-

There were no transfers between Levels 1 and 2 in the current and prior periods

  • (2) Valuation techniques and inputs applied for Level 2 fair value measurement

Financial Instrument Valuation Technique and Inputs The fair value of financial assets or liabilities Derivatives - convertible of convertible corporate bonds based on corporate bond redemption observable stock prices, risk-free interest option rates, and risk discount rates at the end of the period.

  • g. Categories of financial instruments
gories of financial instruments
Financial assets
Financial assets at amortized cost (Note1)
Financial assets at FVTOCI
Equity instruments
Financial liabilities
Financial liabilities at fair value through profit
or loss
Financial liabilities at amortized cost (Note2)
December 31
2022
2021
$ 881,333
$ 677,568
10,160 -
11,954
7,948
1,710,764
1,514,515
  • 220-

    • Note 1: The balance includes financial assets such as cash, accounts receivable and other receivables measured at amortized cost.

    • Note 2: The balance includes short-term loans, accounts payable, other payables, long-term liabilities due within one year, corporate bonds payable, long-term loans and other financial liabilities measured at amortized cost.

  • h. Financial risk management objectives and policies

  • The main financial instruments of the merged company include a ccounts receivable, accounts payable, corporate bonds payable, borrowings and lease liabilities. The Group’s corporate treasury function provides services to the business, monitors and manages the financial risks relating to the operations of the Group through internal risk reports which analyze exposures by degree and magnitude of risks. These risks include market risk (including currency risk, interest rate risk and other price risk), credit risk and liquidity risk.

  • (1) Market risk

The Group’s activities are exposed primarily to the financial risks of changes in foreign currency exchange rates and interest rates.

  • (a) Foreign currency risk

The Group had foreign currency sales and purchases, which were exposed to foreign currency risk.

The carrying amounts of the Group’s foreign currency denominated monetary assets and monetary liabilities (including those eliminated on consolidation) and of the derivatives exposed to foreign currency risk at the end of the reporting period are set out in Note 29.

Sensitivity analysis

The Group was mainly exposed to the USD.

The following details the effects of a 10% increase or decrease in New Taiwan dollars (the functional currency) against the relevant foreign currencies. The rate of 10% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management’s assessment

  • 221-

of the reasonably possible change in foreign exchange rates. The sensitivity analysis included only outstanding foreign currency denominated monetary items and adjusts their translation at the end of the reporting period for a 10% change in foreign currency rates. For a 10% strengthening of NTD against the relevant currency, the net profit before tax would be a decrease of $32,464 thousand for the year ended December 31, 2022, and the net loss before tax would be an decrease of $25,302 thousand for the year ended December 31, 2021.

(b) Interest rate risk

The Group was exposed to interest rate risk because entities in the Group borrowed funds at both fixed and floating interest rates. The risk is managed by the Group by maintaining an appropriate mix of fixed and floating rate borrowings.

The carrying amounts of the Group’s financial assets and financial liabilities with exposure to interest rates at t he end of the reporting period were as follows:

Fair value interest rate risk
- Financial liabilities
Cash flow interest rate risk
- Financial assets
- Financial liabilities
December 31
2022
2021
$ 758,035 $ 725,065
90,331
299,923
726,817
791,933

Sensitivity Analysis

The sensitivity analyses below were determined based on the Group’s exposure to interest rates for both derivatives and non-derivative instruments at the end of the reporting period. For floating rate liabilities, the analysis was prepared assuming the amount of the liability outstanding at the end of the reporting period was outstanding for the whole year. A 10 basis points increase or decrease was used when reporting interest rate risk internally to key management personnel and represents

  • 222-

management’s assessment of the reasonably possible change in interest rates.

If interest rates had been 10 basis points higher or lower and all other variables were held constant, the Group’s pre-tax profit for the year ended December 31, 2022 would have decreased or increased by $636 thousand and the Group’s pre-tax loss for the year ended December 31, 2021 would have increased or decreased by $492 thousand, which was mainly attributable to the Group’s exposure to cash flow on its variable-rate bank borrowings.

  • (2) Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. As at the end of the reporting period, the Group’s maximum exposure to credit risk which will cause a financial lo ss to the Group due to failure of counterparties to discharge an obligation and due to financial guarantees provided by the Group could arise from the carrying amount of the respective recognized financial assets as stated in the balance sheets.

The Group adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral, where appropriate, as a means of mitigating the risk of financial loss from defaults. The Group only transacts with entities that are rated the equivalent of excellent grade. This information is supplied by a rating agency where available and, if not available, the Group uses other publicly available financial information to rate its major customers. The Group’s exposure and the credit ratings of its count erparties are continuously monitored and the aggregate value of transactions concluded is spread amongst approved counterparties.

Financial assets are potentially affected by the counterparty of the merging company or other parties failing to perform the contract, and the merging company takes the contract with a positive fair value on the balance sheet date as the evaluation object. The transaction partners of the merged company are all reputable

  • 223-

financial institutions and manufacturers, so no significant credit risk is expected.

The Group did transactions with a large number of unrelated customers and, thus, no concentration of credit risk was observed.

  • (3) Liquidity risk

The company manages and maintains sufficient cash to support operations and mitigate the impact of cash flow fluctuations. The management of the merged company regularly supervises the use of bank financing lines and ensures compliance with the terms of the loan contract.

  • (c) Liquidity and interest rate risk tables for non-derivative financial liabilities

The following tables detail the Group’s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The tables had been drawn up based on the undiscounted cash flows of financial liabilities from the earliest date on which the Group can be required to pay. Specifically, bank loans with a repayment on demand clause were included in the earliest time band regardless of the probability of the banks choosing to exercise their rights. The maturity dates fo r other non-derivative financial liabilities were based on the agreed repayment dates.

December 31, 2022
Non-derivative financial
liabilities
Non-interest bearing
Variable interest rate liabilities
Lease liabilities
Corporate bonds payable
Demand
immediate
payment or
less than 1
month
1 to 3 months 3 months to 1
year
1 to 5 years Over 5 years
$ -
108,036
4,180
-
$ 383,850
206,548
7,973
-
$ -
368,063
35,304
74,400
$ -
48,447
178,732
500,000
$ -
-
43,139
-
$ 112,216 $ 598,371 $ 477,767 $ 727,179 $ 43,139
  • 224-
December 31, 2021
Non-derivative financial
liabilities
Non-interest bearing
Variable interest rate liabilities
Lease liabilities
Corporate bonds payable
Demand
immediate
payment or less
than 1 month
Demand
immediate
payment or less
than 1 month
1 to 3 months 3 months to 1
year
1 to 5 years Over 5 years
$ -
130,163
3,700
-
$ 233,082

230,620

7,400

-
$ -
387,156
33,390
499,900
$ -
64,714
183,826
-
$ -
-
58,981
-
$ 133,863
$ 471,102
$ 920,446 $ 248,540 $ 58,981

The above amount of variable interest rate instruments for both non-derivative financial assets and liabilities was subject to change if changes in variable interest rates differ from those estimates of interest rates determined at the end of the reporting period.

  • (d) Financing facilities
Unsecured bank overdraft facility
- Amount used
- Unused amount
December 31
2022
2021
December 31
2022
2021
$726,817
220,000
$809,388
110,000
$946,817 $919,388

27. TRANSACTIONS WITH RELATED PARTIES

The Company is the ultimate controller of the group.

Transactions, account balances, income and expenses between the Company and its subsidiaries (related parties of the Company) are all eliminated upon consolidation, so they are not disclosed in this note.

  • (k) Related parties and their relationships with the Company:
Related Party Relationship with the Company
Liao,Wen Jia Chairman of the Company
Anderson Industrial Corp. Associate
Sogotec Precision Co., Ltd. Associate
Giben do Brasil Maqs. e Equips. Other related party
Giben Holdings Co., Ltd. (SAMOA)
(Giben SAMOA)
Other related party
Anderson Logistics Corporation Other related party
Anderson Merchandise Corporation Other related party
Verite Corporation Other related party
  • 225-

(l) Sales

ales
Related PartyCategory/Name 2022 2021
$-
Other related parties $ 55,774

For major transactions between the Group and related parties, the transaction price is considerably the same as those of non-related parties.

  • (m) Accounts receivable
Accounts receivable
Related PartyCategory/Name December 31
2022
2021
Other related parties $ 10,450 $-

Outstanding receivables from related parties have not received guarantee. The amount receivable from related parties in 2022 has not been provided as a provision for loss.

  • (n) Other receivables
Other receivables
Related PartyCategory/Name December 31
2022
2021
Other related parties
Associate
$ 488
55
$ -
-
$ 543 $-
  • (o) Temporary collection (accounted for other current liabilities)
Related PartyCategory/Name December 31
2022
2021
December 31
2022
2021
Other related party
Giben SAMOA
$ 30,710 $-
  • (p) Contract liabilities (accounted for other current liabilities)
Related PartyCategory/Name December 31
2022
2021
December 31
2022
2021
Associate
Anderson Industrial Corp.
$ 45,810 $-
  • 226-

  • (q) Borrowing from related parties (accounted for other payables)

Related PartyCategory/Name December 31
2022
2021
$ 65,000
$-
Chairman of the Company $ 65,000

The interest rate of the company's borrowing from related parties is equivalent to the market interest rate.

  • (r) Other income
Other income
Account
Related PartyCategory/Name
2022 2021
Rental income
Associate
Other related parties
Other
Associate
Other related parties
$ 1,114
797
$ 1,114
797
$ 1,911
132
140
$ 1,911
132
120
$ 272 $ 252
  • (s) Compensation of key management personnel
mpensation of key management personnel
Short-term employee benefits
Post-employment benefits
2022 2021
$ 43,506
328
$ 38,469
328
$ 43,834 $ 38,797

The remuneration of directors and key executives was determined by the remuneration committee having regard to the performance of individuals and market trends.

28. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS

In addition to those disclosed in other notes, significant commitments and contingencies of the Group were as follows:

As of December 31, 2022, the amount of guarantee notes issued by the company in order to obtain a bank line of credit was 970,000 thousa nd.

29. SIGNIFICANT ASSETS AND LIABILITIES DENOMINATED IN

FOREIGN CURRENCIES

The entities in the Group’s significant financial assets and liabilities denominated in foreign currencies aggregated by the foreign currencies other than functional currencies and the related exchange rates between foreign currencies and respective functional currencies were as follows:

  • 227-
December 31, 2022
Financial assets
Monetary items
USD
Financial liabilities
Monetary items
USD
December 31, 2021
Financial assets
Monetary items
USD
Financial liabilities
Monetary items
USD
Foreign
Currencies
Exchange Rate
Carrying
Amount
$ 11,177
30.71(USD:NTD) $ 343,246
606
30.71(USD:NTD)
18,610
Foreign
Currencies
Exchange Rate
Carrying
Amount
$ 9,174
27.68(USD:NTD) $ 253,936
33
27.68(USD:NTD)
913

Foreign exchange gains and losses with significant impact (realized and unrealized) are as follows:

unrealized) are as follows:
Functional currency 2022
2021
Exchange rateNet exchange
(loss) gain
Exchange rateNet exchange
(loss) gain
NTD (NTD:NTD) $29,354
(NTD:NTD)
($ 7,282)

30. SEPARATELY DISCLOSED ITEMS

  • (e) Information about significant transactions

  • (10)Financing provided to others. (Table 1)

  • (11)Endorsements/guarantees provided. (None)

  • (12)Marketable securities held (excluding investment in subsidiaries, associates and joint ventures).(Table 2)

  • (13)Marketable securities acquired and disposed at costs or prices at least NT$300 million or 20% of the paid-in capital. (None)

  • (14)Acquisition of individual real estate at costs of at least NT$300 million or 20% of the paid-in capital. (None)

  • 228-

  • (15)Disposal of individual real estate at prices of at least NT$300 million or 20% of the paid-in capital. (None)

  • (16)Total purchases from or sales to related parties amounting to at least NT$100 million or 20% of the paid-in capital. (Table 3)

  • (17)Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital. (Table 4)

  • (18)Trading in derivative instruments. (None)

  • (19) Intercompany relationships and significant intercompany transactions formation on investees. (Table 5)

  • (f) Information on investees: Table 6

  • (g) Information on investments in mainland China: None.

  • (h) Information of major shareholders:

List all shareholders with ownership of 5% or greater showing the name of the shares and percentage of ownership of each shareholder (Table 7)

31. SEGMENT INFORMATION

Information reported to the chief operating decision maker for the purpose of resource allocation and assessment of segment performance focuses on the types of goods or services delivered or provided. The Group’s reportable segments were as follows:

  • (a) Segments revenues and results

The following was an analysis of the Group’s revenue and results from continuing operations by reportable segment.

Segment
Gaming and Industrial Computers
Aerospace and Defense Industry
Total revenue
Segment
Net profit before tax
Segment revenue revenue Segment income (loss) Segment income (loss)
2022 2021 2022 2021
$ 841,118
1,935,562
$ 466,567

1,631,381
$ 29,423
59,495
($ 15,877)
( 15,302)
$ 2,776,680
$ 2,097,948
88,918
18,823
( 31,179)
130,767

$ 107,741 $ 99,588
  • (b) Segment total assets and liabilities

The Group’s segment total assets and liabilities and other segment information were not provided to the chief operating decision maker; therefore, disclosure was not necessary.

  • 229-

  • (c) Geographic information

The main place of operation and non-current assets of the Company is the United States.

  • (d) Main customer information

The income from a single customer accounts for more than 10% of the total income of the company as follows:

A customer
B customer
C customer
2022
2021
2022
2021
2022
2021
$ 708,026
$ 420,278
348,575
339,095
299,284
288,473
$ 1,355,885 $ 1,047,846
  • 230-

Table 1

Parpro Corporation and its subsidiaries

Financing Provided To Others

For The Year Ended December 31, 2022

(In Thousands of New Taiwan Dollars)

No Lender Borrower Financial Statement
Account
Related
Parties
Highest
Balance
for the
Period
Ending
balance
Actual
Borrowing
Amount
Interest
Rate
Nature of
Financing
Business
Transaction
Amounts
Reasons for
Short-term
Financing
Allowance for
Impairment
Loss
Collateral Collateral Financing Limit
for Each
Borrower
Aggregate
Financing Limits
Item Value
0 The Company AP Parpro, Inc. Other receivables yes $214,970
$214,970

$161,626
2.5%-3% Short-term
financing
$ -
Operation
requirements
$ -
-

$ -

$294,836
The
loan
limit
should not exceed
20% of total equity
of the Company.

$737,090



The
loan
limit
should not exceed
50% of total equity
of the Company.
Parpro (Nevada), Inc. Other receivables yes 30,710
30,710

1,566

3%
Short-term
financing
-
Operation
requirements
-
-

-

294,836
The
loan
limit
should not exceed
20% of total equity
of the Company.

737,090



The
loan
limit
should not exceed
50% of total equity
of the Company.
Parpro Technologies,
Inc.
Other receivables yes 30,710
30,710

2,303

3%
Short-term
financing
-
Operation
requirements
-
-

-

294,836
The
loan
limit
should not exceed
20% of total equity
of the Company.

737,090



The
loan
limit
should not exceed
50% of total equity
of the Company.
1 Parpro Holdings Co.,
Ltd.
AP Parpro, Inc. Other receivables yes 67,562
67,562

67,562
2.75%-3% Short-term
financing
-
Operation
requirements
-
-

-

1,726,575
The
loan
limit
should not exceed
100% of total equity
of the Company.

1,726,575



The
loan
limit
should not exceed
100% of total equity
of the Company.
2 Parpro Technologies,
Inc.
Parpro (Nevada), Inc. Other receivables yes 57,987
55,278

55,278

2.75%
Short-term
financing
-
Operation
requirements
-
-

-

1,141,669
The
loan
limit
should not exceed
100% of total equity
of the Company.

1,141,669



The
loan
limit
should not exceed
100% of total equity
of the Company.
AP Parpro, Inc. Other receivables yes 132,082
125,911

96,644
2.5%-2.75% Short-term
financing
-
Operation
requirements
-
-

-

1,141,669
The
loan
limit
should not exceed
100% of total equity
of the Company.

1,141,669



The
loan
limit
should not exceed
100% of total equity
of the Company.
3 Parpro (Nevada), Inc. AP Parpro, Inc. Other receivables yes 32,215
30,710

-

2.75%
Short-term
financing
-
Operation
requirements
-
-

-

128,802
The
loan
limit
should not exceed
100% of total equity
of the Company.

128,802



The
loan
limit
should not exceed
100% of total equity
of the Company.
  • 231-

Table 2

Parpro Corporation and its subsidiaries

Marketable Securities Held

December 31, 2022

(In Thousands of New Taiwan Dollars)

Holding
Company Name

Type and Name of
Marketable Securities
Relationship with the
Holding
Company
Financial Statement Account December 31,2022 December 31,2022 December 31,2022 Note
Shares (In
Thousands of
Shares)
Carrying
Amount
Percentage
of
Ownership
(%)
Fair Value
The company iCatch Technology, Inc. - Financial assets at fair value through other comprehensive
income - non-current
254,000
$10,160

-
$10,160
-

Note 1: Marketable securities in the table refer to shares, bonds, beneficiary certificates and other related derivative securities within the scope of IFRS 9 “Financial Instruments”. Note 2: Information on investments in subsidiaries and associates, see Table 6 for details.

  • 232-

Table 3

Parpro Corporation and its subsidiaries

Total Purchases From or Sales To Related Parties Amounting To At Least $100 Million Or 20% of The Paid-In Capital For The Year Ended December 31, 2022

(In Thousands of New Taiwan Dollars)

Buyer Related Party Relationship Transaction Details Transaction Details Transaction Details Transaction Details Abnormal
Transaction
Abnormal
Transaction
Notes/Accounts
Receivable(Payable)
Notes/Accounts
Receivable(Payable)
Note
Purchase/
Sale
Amount % to
Total
Payment
Terms
Unit Price Payment
Terms
Ending
Balance
% to
Total
AP Parpro, Inc. Parpro Nevada, Inc. Subsidiary Sale ($575,995)
(38%)
NET 30 days Agreed None $61,908 17% -
  • 233-

Table 4

Parpro Corporation and its subsidiaries

Receivables From Related Parties Amounting To At Least Nt$100 Million Or 20% Of The Paid -In Capital December 31, 2022

(In Thousands of New Taiwan Dollars)

Company Name Related Party Relationship Ending Balance Turnover Rate Overdue Overdue Amounts
Received in
Subsequent
Period

Allowance for
Impairment
Loss

Amount
Actions Taken
The company AP Parpro,Inc. Subsidiary Other receivables $208,088 -
$ -

-

$40,756

$ -

Note: As of March 3, 2023.

  • 234-

Table 5

Parpro Corporation and its subsidiaries

Business Relationship and Significant Intercompany Transaction For The Year Ended December 31, 2022

(In Thousands of New Taiwan Dollars)

Number Company Name Counterparty Relationship
(Note1)
Transaction Details Transaction Details
Financial Account Amount Transaction Terms % to Total Revenue
or Assets
0 The Company AP Parpro,Inc. 1 Sales revenue $19,569
Accordingto the conditions agreed bybothparties
1%
Accounts receivable 38,821
Accordingto the conditions agreed bybothparties
1%
Other income 32,189
Accordingto the conditions agreed bybothparties
1%
Other receivables 208,088
Accordingto the conditions agreed bybothparties
6%
Parpro Nevada,Inc. 1 Other income 11,445
Accordingto the conditions agreed bybothparties
-
Other receivables 19,352
Accordingto the conditions agreed bybothparties
1%
Parpro Technologies Inc. 1 Other income 41,489
Accordingto the conditions agreed bybothparties
1%
Other receivables 58,132
Accordingto the conditions agreed bybothparties
2%
1 Parpro Holdings Co.,Ltd. AP Parpro,Inc. 3 Other receivables 69,698
Accordingto the conditions agreed bybothparties
2%
2 AP Parpro,Inc. Our company 1 Sales revenue 12,332
Accordingto the conditions agreed bybothparties
-
Accounts receivable 18,816
Accordingto the conditions agreed bybothparties
1%
Parpro Nevada,Inc. 3 Sales revenue 575,995
Accordingto the conditions agreed bybothparties
21%
Accounts receivable 61,908
Accordingto the conditions agreed bybothparties
2%
Parpro Technologies Inc. 3 Other receivables 21,071
Accordingto the conditions agreed bybothparties
1%
3 Parpro Technologies Inc. Parpro Nevada,Inc. 3 Other receivables 55,278
Accordingto the conditions agreed bybothparties
2%
AP Parpro,Inc. 3 Other receivables 96,644
Accordingto the conditions agreed bybothparties
3%
4 Parpro Nevada,Inc. AP Parpro,Inc. 3 Sales revenue 77,671
Accordingto the conditions agreed bybothparties
3%
Accounts receivable 27,499
Accordingto the conditions agreed bybothparties
1%
Parpro Technologies Inc. 3 Other receivables 11,918
Accordingto the conditions agreed bybothparties
-

Note 1:

  1. Parent to subsidiary.

  2. Subsidiary to parent.

  3. Between subsidiaries

Note 2: The disclosed amount is at least NT$10,000 thousand.

  • 235-

Table 6

Parpro Corporation and its subsidiaries

Information On Investees (Excluding Information On Investment In Mainland China) For The Year Ended December 31, 2022

(In Thousands of New Taiwan Dollars)

Investor
Company
Investee Company Location Main Businesses and
Products
Original Investment Amount Original Investment Amount
As of December 31, 2022

As of December 31, 2022

As of December 31, 2022
Net Income
(Loss) of the
Investee
Share of
Profits (Loss)
Note
December 31,
2022

December 31,
2021

Shares (In
Thousands of
Shares)
% Carrying
Amount
The Company Efa Technologies
Corporation
Taiwan Sales of industrial
computers and gaming
machines, etc.
$ -
$20,000

3,271,945

100

$20,840

$1,847

$1,847

Subsidiary
Parpro Holdings Co.,
Ltd.
British
Virgin
Islands
Investment USD36,190
USD36,190

36,190

100

1,726,575

60,533

60,533

Subsidiary
Anderson Industrial
Corp.
Taiwan Non-metallic
computer numerical
control machining
center
470,758
470,758

39,904,488

20.86

554,651

155,667

31,051

Associate
Sogotec Precision Co.,
Ltd.
Taiwan Manufacturing and
sales of machinery
56,507
56,507

959,880

4.73

26,523

(8,864)

(419)

Associate
Efa
Technologies
Corporation
Sogotec Precision Co.,
Ltd.
Taiwan Manufacturing and
sales of machinery
28,797
28,797

485,000

2.39

13,402

(8,864)
Not applicable Associate
Parpro
Holdings Co.,
Ltd.
AP Parpro, Inc. USA Production and sales
of aerospace industry
parts
USD12,722
USD12,722

6,765

100

456,010

47,204
Not applicable Second-tier Subsidiary
Pilot(Las Vegas), Inc. USA Investment USD735
USD735

735

100

25,758

16,096
Not applicable Second-tier Subsidiary
ParproQualityInc. USA Investment USD23,955
USD23,955

23,500,000

100

1,141,669

27,702
Not applicable Second-tier Subsidiary
AP Parpro,
Inc.
Parpro (Nevada), Inc. USA Sales of industrial
computers and gaming
machines, etc.
USD2,941
USD2,941

510

80

103,044

80,482
Not applicable Second-tier Subsidiary
Pilot (Las
Vegas), Inc.
Parpro (Nevada), Inc. USA Sales of industrial
computers and gaming
machines, etc.
USD735
USD735

490

20

25,758

80,482
Not applicable Second-tier Subsidiary
Parpro Quality
Inc.
Parpro Technologies Inc. USA Production and sales
of netcom, aerospace
and defense industry
components
USD23,500
USD23,500

12,859

100

1,141,669

27,702
Not applicable Second-tier Subsidiary
  • 236-

Table 7

Parpro Corporation

Information Of Major Shareholders

December 31, 2022

Name of Major Shareholder Shares Shares
Number of Shares Percentage of Ownership (%)
Liao, Wen Jia 8,071,942
9.68%
Yunyong Investment Co., Ltd. 7,500,865
8.99%
Jieshi Investment Co., Ltd. 5,830,415
6.99%

Note:

The information of major shareholders presented in this table is provided by the Taiwan Depository & Clearing Corporation based on the number of ordinary shares and preferred shares held by shareholders with ownership of 5% or greater, that have been issued without physical registration (including treasury shares) by the Company as of the last business day for the current quarter. The share capital in the consolidated financial statements may differ from the actual number of shares that have been issued without physical registration because of different preparation basis

  • 237-

PARPRO CORPORATION

2022 Annual report

Chairman

Liao, Wen Jia

  • 238-