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PARPRO Annual Report 2023

Jun 6, 2024

52437_rns_2024-06-06_5842c638-237c-4ef4-9615-2bd1e98aae80.pdf

Annual Report

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Stock code: 4916

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

PARPRO CORPORATION

2023 Annual report

Taiwan Stock Exchange Market Observation Post System: http://mops.twse.com.tw/ Company website: http://www.parpro.com/ Printed on April 30, 2024

  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

    1. Status of Corporate Governance
  • Information on CPA Professional Fees

  • Information on Replacement of CPA

  • 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

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

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

  • 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

  • IV. Fundraising situation 1. Capital and Shares

  • Corporate bonds

  • Preferred Shares 4. Global Depository Receipts (GDRs)

  • Employee Stock Options 6. New Employee Restricted Stock

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

  • Implementation of Capital Utilization Plan

V. Operational Overview 1. Business Activities 2. Market, and Production and Sales Overview

  1. Employees 4. Disbursements for Environmental Protection

  2. Labor Relationship

  3. Important Contracts

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

2023 operating results, 2024 year business plan and future company development strategy, affected by external competition environment, regulatory environment and overall business environment are explained as follows:

1. Operating Results of 2023

(1)2023 business plan implementation results

In 2023, benefiting from the continued increase in economic and industrial demand after the epidemic and the influx of new orders from the national defense industry, revenue in 2023 increased by 637,691 thousand compared with 2022, which increase of 22.97%. The overall net profit after tax in 2023 was 80,320 thousand. Consolidated financial statement are presented below.

Looking forward to 2024, although global inflation is still high and there may be uncertain factors that drive the industrial and economic development of various regions, the U.S. industrial and economic recovery trend should be expected. In addition, geopolitics and the emergence of new technologies and product applications in various regions, if the application of edge AI expands in various industrial fields, it will increase the vigorous development of industrial demand and create favorable opportunities.Parpro Corporation is expected to benefit from the epidemic economic recovery, which will drive an increase in shipments of aerospace, network communications, medical, gaming and smart retail products. The threat of geopolitical risks will also increase the investment in defense industry products by various countries. Parpro Corporation is cautiously optimistic about Business development of each product line in 2024.

Unit: NT$ thousand;% Unit: NT$ thousand;% Unit: NT$ thousand;% Unit: NT$ thousand;%
Item 2022 2023 Increase/Decrease Ratio of change
Operatingincome 2,776,680
3,414,371

637,691

22.97
Cost ofgoods sold 2,318,545
2,935,555

617,010

26.61
Operating profit 458,135 478,816 20,681
4.51
Operatingexpenses 369,217
321,708

(47,509)
(12.87)
Operatingnet(loss) profit 88,918 157,108 68,190 76.69
Net non-operatingincome 18,823 (16,437) (35,260) (187.32)
Netprofit before tax 107,741
140,671

32,930

30.56
Netprofit for theyear 99,513
80,320

(19,193)
(19.29)

(2)Budget execution status: Not applicable.

(3)Profitability Analysis

Item 2022 2023
Financial
Structure (%)
Liabilities to Assets Ratio 58.25 44.89
Long-term funds to fixed
assets Ratio
1,403.12 2,010.12
Solvency (%) Current Ratio 147.29 221.23
Quick Ratio 65.99 91.67
Profitability (%) Return on assets 4.37 3.25
Return on equity 7.41 4.62
Earningsper share(NT$) 1.21 0.87

(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

4

capacity, strengthen research and development capabilities, gradually form barriers to entry in the same industry, and develop new technologies and new products And industrial applications, widely used in gaming, industrial computers, aerospace, defense industry, Netcom, medical, Internet of Things, smart retail, automotive and other industries/product fields.

  1. 2024 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.

5

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

6

Time Important note
capital after increasing was NT$214,500 thousand.
April 2012 In order to meet the needs of business development and operating,
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.

7

Time Important note
March 2022 Issued the third domestic unsecured convertible corporate bond of
NT$500,000 thousand, and listed it on the OTC trading center.
May 2023 Issued the fourth domestic unsecured convertible corporate bond
of NT$400,000 thousand, and listed it on the OTC trading center.
  • III. Corporate Governance Report

  • Organization system Chart

  • (1) Organization system Chart

==> picture [345 x 491] 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 andprocess 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 2, 2024 As of April 2, 2024 As of April 2, 2024 As of April 2, 2024 As of April 2, 2024
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
8.20

8,071,942

8.20

0

0
17,085,879
17.37

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 Jieshi
Investmen
t Co., Ltd
Represent
ative:Yu
Shaoyin
Female
61~70
2022/5/31
3

2022/5/31
5,830,415
5.93

5,830,415

5.93

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.
Director of Wheat Brewery Co., Ltd.
Independent Director of Xiangyao Industrial
Co., Ltd.
None None None None
Independent
Director
Taiwan Feng,
Zhiqing
Male
41~50
2022/5/31
3

2022/5/31

0

0.00

0

0.00

0

0

0

0

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
Accountants of Yuanshi Audit Frim None None None None
  • B. Supervisor: The company has an audit committee, so it is not applicable.

11

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

Table 1: Major Shareholders of Legal Person Shareholders

April 2, 2024
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
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
Director of Maiber Co., Ltd.
Director of Wheat Brewery Co., Ltd.
Independent Director of Xiangyao Industrial Co.,
Ltd.
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

2.Board Diversity and Independence

Please refer to the explanation of the third item of the assessment item " Corporate

governance operations and their differences and reasons from the Code of Practice for the Governance of Listed Companies" on page 22 .

13

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

As of April 2, 2024 As of April 2, 2024 As of April 2, 2024 As of April 2, 2024
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 Yan,
Congqian
(Note)
Male 2023/11/9
97,850

0.10

5,000

0,.01

-

-

Taipei Yanping Senior
High School
Parpro
Corporation./General
Manager
Anderson Merchandise
Corporation/ General
Manager
Parpro Corporation./
Executive Deputy
General Manager
Asiastar International
Co., Ltd./Associate
Manager
None 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
AP Parpro, Inc./Corporate 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
None None None None
Deputy
General
Manager
and Chief
Financial
Officer
Taiwan Wu, Hsiupi Female 2017/2/10
9,765

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,
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
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
None None None None None

14

Principal SW Engineer
Momentum Computer
Senior SW Developer
Qualcomm, Inc Senior
Engineer
Harvey Mudd College
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
Manager
Taiwan Lee
Shen-Lung
Male 2012/9/17
71,466

0.07

-

-

-
-
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
Technology Co.,Ltd.

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

Note: Newly appointed on November 9, 2023.

15

  • ( 5) Remuneration paid to directors, supervisors, general manager and deputy general manager in the most recent year (2023) 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 Director's remuneration Director's remuneration A, B, C and
amount of the
the proportion
net profit
D, etc., the total
four items and
of the after-tax
Part-time employ ees receive relevant remu neration 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,
bo
special exp
(E)
nus
and
enses, etc.
retirement pen sion (F) E mployee Co
( N
mpensation (G)
ote)
The
company
All
companies
in the
financial
report
The
company
All
compani
es in the
financial
report


The
company
All
compani
es in the
financial
report
The
company
All
companie
s in the
financial
report

The company
All
companie
s in the
financial
report
The
company
All
companies
in the
financial
report
The
company
All
compani
es 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 1,440 1,440 0 0 139 139 0 0 1,579/1.97% 1,579/1.97% 3,713 3,713 108 108 0 0 0 0 5,400/6.72% 5,400/6.72% 0
Director Zeng, Xueqing 480 480 0 0 138 138 0 0 618/0.77% 618/0.77% 0 0 0 0 0 0 0 0 618/0.77% 618/0.77% 0
Director Jieshi Investment
Co., Ltd
Representative:Yu
Shaoyin
480 480 0 0 138 138 0 0 618/0.77% 618/0.77% 0 0 0 0 0 0 0 0 618/0.77% 618/0.77% 0
Director Wu, Hsiupi (Note1) 440 440 0 0 139 139 0 0 579/0.72% 579/0.72% 1,934 1,934 99 99 0 0 0 0 2,612/3.25% 2,612/3.25% 0
Independent
director
Shen, Zhenlin 840 840 0 0 138 138 0 0 978/1.22% 978/1.22% 0 0 0 0 0 0 0 0 978/1.22% 978/1.22% 0
Independent
director
Zhang, Naiwen 480 480 0 0 138 138 0 0 618/0.77% 618/0.77% 0 0 0 0 0 0 0 0 618/0.77% 618/0.77% 0
Independent
director
Feng, Zhiqing 480 480 0 0 138 138 0 0 618/0.77% 618/0.77% 0 0 0 0 0 0 0 0 618/0.77% 618/0.77% 0
A. Please describe the independent director
B. In addition to the disclosure in the abov
's remuneration payment policy, system, standards and structure, and describe the relatio
e table, the remuneration received by the directors of the company for providing services
nship with the amount of re
to all companies in the fina
muneration based o
ncial report (such as
n the responsibilities,
serving as consultan
risks, investment
ts who are not em
time and other
ployees, etc.) i
factors: based on t
n the most recent y
he actual att
ear: 0.
endance rate a nd considerin g the individual contribution of directors .

Note 1: Resigned on 2023/11/16.

Note 2: Directors’ remuneration and employee remuneration are distributions approved by the board of directors in 2024.

16

Remuneration Grading Schedule

Remuneration Grading Schedule
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 Zhenlin, Zhang Naiwen, Feng
Zhiqing
Jieshi Investment Co., Ltd., Zeng Xueqing, Wu
Hsiu Pi, Shen Zhenlin, Zhang Naiwen, Feng
Zhiqing
Jieshi Investment Co., Ltd., Zeng Xueqing, Shen
Zhenlin, Zhang Naiwen, Feng Zhiqing
Jieshi Investment Co., Ltd., Zeng Xueqing, Shen
Zhenlin, Zhang Naiwen, Feng Zhiqing
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)
NTD$ 5,000,000 (inclusive) to NTD$ 10,000,000 (exclusive) Liao,Wenjia Liao,Wenjia
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 7 people 7 people 7 people 7 people

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

17

C. Remuneration for general manager and deputy general manager

Unit: NT$ thousand

Job title Name Salary (A) Salary (A) Pension (B) ( Note 1) Pension (B) ( Note 1) Bonuses a
expenses
nd special
, etc. (C)
employee remuneration (D)
(Note 2 )
employee remuneration (D)
(Note 2 )
employee remuneration (D)
(Note 2 )
A, B, C and D, et
the four items and
after-tax net profit
c., the total amount of
the proportion of the
(%)
remunerati
on from
reinvestme
nt 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
amount
stock
amount
cash
amount
stock
amount
General manager Yan, Congqian
(Note 2)
243 243 15 15 0 0 0 0 0 0 258/0.32% 258/0.32% 0
General manager Liao, Wenjia
(Note 2)
3,713 3,713 108 108 0 0 0 0 0 0 3,821/4.76% 3,821/4.76% 0
General Manager
of Overseas
Operations
Thomas Sparrvik 0 7,789 0 0 0 0 0 0 0 0 0 7,789/9.70% 0
Deputy General
Manager and Chief
Financial Officer
Wu, Hsiupi 2,107 2,107 108 108 0 0 0 0 0 0 2,215/2.76% 2,215/2.76% 0

Note 1 : Employee remuneration was approved by the 2024 Board of Directors resolution.

Note 2: General manage,Yan,Congqian was newly appointed on November 9, 2023, and general manager Liao,Wenjia resigned on the same day.

Remuneration Grading Schedule

RemunerationGrading Schedule
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$1,000,000 Yan, Congqian Yan, Congqian
NTD$ 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 4 4

18

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

2023/12/31

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 (Note2) Yan Congqian 0 200 200 0.25
General manager (Note2) Liao, Wenjia
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 1 : Employee remuneration was approved by the 2024 Board of Directors resolution.

Note 2: General manage,Yan,Congqian was newly appointed on November 9, 2023, and general manager Liao,Wenjia resigned on the same day.

E.Top five salaries of manager:

Job title Name Salary (A) Salary (A) Pension (B) ( Note 1) Pension (B) ( Note 1) Bonuses a
expenses,
nd special
etc. (C)
employee remuneration (D)
(Note 2 )
employee remuneration (D)
(Note 2 )
employee remuneration (D)
(Note 2 )
employee remuneration (D)
(Note 2 )
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
(%)
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
amount
stock
amount
cash
amount
stock
amount
General
manager
Liao,
Wenjia(Note3)
3,713 3,713 108 108 0 0 0 0 0 0 4.76 4.76 0
General
Manager of
Overseas
Operations
Thomas
Sparrvik
0 7,789 0 0 0 0 0 0 0 0 0 9.70 0
Project
manager
Mike Orozco 0 3,427 0 0 0 0 0 0 0 0 0 4.27 0
Deputy
General
Manager and
Chief Financial
Officer

Wu Hsiupi
2,107 2,107 108 108 0 0 0 0 0 0 2.76 2.76 0
Finance
Manager
Lee Shen-Lung 1,407 1,407 76 76 0 0 200 0 200 0 2.10 2.10 0

Note 1: The actual withdrawal is made to the personal account of the Labor Insurance Bureau. Note 2: This is the distribution approved by the board of directors on March 13, 2024. Note 3: Resigned as general manager on November 9, 2023.

(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.

  1. 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

19

the last two years to the after-tax profit of individual or individual financial reports :

The company's total remuneration paid to directors in 2022 and 2023 accounted for 12.19% and 14.27% of the after-tax net profit, and the total remuneration paid to the general manager and deputy general manager accounted for 13.56% and 17.54% of the after-tax net profit , The proportion of the total remuneration paid in 2023 to the after-tax net profit of individual financial reports increased, mainly due to the loss of operations and the increase in operating profits in 2023.

  1. 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 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 2023 (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
Director Zeng,Xueqing 7 1 88
Director Wu,Hsiupi 7 0 100 2023/11/16
Resigned
Legal person
director
Jieshi Investment Co.,
Ltd
Representative:Yu
Shaoyin
8 0 100
Independent
director
Shen Zhenlin 8 0 100

20

Independent
director
Zhang Naiwen 8 0 100
Independent
director
Feng Zhiqing 8 0 100
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 45-46 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.
When a director withdraws from an interest-related proposal, the director's name, content of the proposal, reason for recusal and
participation in the event should be stated:
On December 13, 2023, the board of directors resolved to appoint Liao Wenjia, the chairman of the board, as the head of the
sustainable strategic development department of the company's sustainable strategy development department and the ransom
proposal. Based on the principle of avoidance of interests, the chairman of the board, Mr. Liao Wenjia, recused himself and did not
participate in the vote. After being consulted by Chief Financial Officer Wu Xioupi and all present at the meeting, the proposal was
approved without objection.
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 .
2023/1/1
to
2023/12/31
Board Performance
Evaluation
Internal
self-assessment of
the board of
directors
2023/1/1
to
2023/12/31
Board Member Performance
Evaluation
Board member
self-assessment
2023/1/1
to
2023/12/31
Functional Committee
Performance Evaluation
Board member
self-assessment

Schedule 2: Attendance of independent directors at each board meeting in 2023:

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

◎: Attended 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
Feng Zhiqing
  • (2) Operation of the Audit Committee: The Audit Committee held 6 meetings in 2023 (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
7 0 100
Independent
director
Zhang
Naiwen
7 0 100
Independent
director
Feng
Zhiqing
7 0 100
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 thequarterlycorporategovernance meeting. Overall,the communication between the

22

independent directors and the internal audit supervisor in 2023 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 2023 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 corporate governance 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 2023
1st
(2023/3/9)
1. 2023Annual Business Report and Financial
Statements
V None
2. 2023 Annual auditors’ independence and
performance evaluation review case
V None
3. 2023 Annual"Internal Control Statement"case V None
4. Amend some articles of the "Articles of
Association"
V None
5. Amend some provisions of the "Operational
Proceduresfor FundLoans to Others"
V None
6. PARPRO TECHNOLOGIES loan to AP PARPRO
case

V
None
7. Plan to handle the issuance of the fourth domestic
unsecured conversioncorporate bonds
V None
Result of the resolution of the Audit Committee:All members of the Audit
Committee passedit without objection.
The company's handling of the audit committee's opinion:All directors present
passed without objection.
2nd
(2023/4/13)
1. 2022 EarningsDistribution Proposal V None
2. Amend some provisions of the "Rules of
ProcedureforShareholders' Meetings"
V None
Result of the resolution of the Audit Committee:All members of the Audit
Committee passedit without objection.
The company's handling of the audit committee's opinion:All directors present
passed without objection.

23

3rd
(2023/5/11)
1.
Consolidated financial statements for the first
quarterof 2023
None
2.
Convertible corporate bonds exchange for new
shares
None
3.
PARPRO TECHNOLOGIES capital loan to AP
PARPRO case
V None
4. PARPRO TECHNOLOGIES loan to PARPRO
NEVADAcase
V None
Result of the resolution of the Audit Committee:All members of the Audit
Committee passedit without objection.
The company's handling of the audit committee's opinion:All directors present
passed without objection.
4th
(2023/8/10)
1. Consolidated financial statements for the first half
of 2023
V None
2. Convertible corporate bonds exchange for new
shares
None
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.
5th
(2023/9/21)
1. Capital increase in overseas subsidiary Parpro
Holdings and capital increase in U.S. subsidiary
AP Parpro
V None
2. Amendment to the company’s inventory aging
policy
None
3. Formulate the audit method plan for pre-approval
of certified independant auditors providing
non-certified services
None
4. Amendment to Internal Control "Internal Control
of Other Operations" and its Implementation Rules
Case

V
None
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.
6th
(2023/11/9)
1. Consolidated financial statements for the third
quarter of 2023
None
2. The company’s audit plan for the 2024 V None
Result of the resolution of the Audit Committee:All members of the Audit

24

Committee passed it without objection. The company's handling of the audit committee's opinion: All directors present passed without objection. 1. 2024 Budget None 2. Cancellation of treasury shares None 3. Exchange of convertible corporate bonds for new None 7th shares (2023/12/13) 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 2023 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, 2024 and April 13, 2024 , and there is no discrepancy . 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.

2. Review the financial report

3. Evaluate the effectiveness of the internal control system

  • (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:

25

evaluation items 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?
(d) Does the company have internal
regulations
to
prohibit
company
insiders
from
using
unpublished
information in the market to buy and
sell securities?
V
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
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.
no major difference
no major difference
no major difference
no major difference
C.
Composition and Responsibilities of
the Board of Directors
Board Diversity Policy :
The company's "Corporate Governance Code" and
"Director Election Methods" clearly regulate the
diversity policy of the board of directors : the
composition of the board of directors should pay
attention to gender equality and generally possess the
necessary knowledge, skills and qualities to perform
their duties. In order to achieve the ideal goal of
corporate governance, the board of directors as a
whole should possess capabilities , including :
operational judgment, accounting and financial
analysis, business management, crisis management,
industry knowledge, international market outlook,
leadership and decision-making capabilities .
Specific management objectives and achievement
status of the diversity policy
Goal A: The company has six directors, who must
have relevant professional skills and experience in
business management, leadership decision-making,
industry knowledge, financial accounting, law and
environmental protection .
Achievement:Achieved, the diversity situation of the
board of directors is detailed in Appendix 1 .
no major difference
(a) Does the board of directors formulate
diversity policies, specific management
objectives and implement them?
V

26

evaluation items Operation status(Note) Differences from the
Governance Code of
Practice
for
Listed
OTC Companies and
Reasons
yes no summary description
Goal B: One-quarter or two female directors should
be maintained .
Achievements:The company has two female
directors this term, accounting for 33%, achieving the
goal.
(b) Has the company voluntarily set up
various other functional committees
besides the remuneration committee
and the audit committee in accordance
with the law?
(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?
V 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.
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 13, 2024, 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.
no major difference
no major difference
(d)
Does the company regularly assess
the independence of CPA?
V The company's audit committee evaluates the
independence and competency of its certified
accountants every year. In addition to requiring the
certified accountants to provide "Declaration of
Detachment of Independence" and "Audit Quality
Indicators (AQIs)", it also considers Article 47 of
the Accountants Act and the professional ethics of
accountants. Standard Bulletin No. 10 was
formulated and a total of 13 AQI indicators from
five major aspects were evaluated. It is confirmed
that the accountant has no other financial interests
or business relationships with the company except
for fees for visas and financial and tax cases. The
accountant's family members do not violate the
independence requirements. With reference to the
AQI indicator information, it is confirmed that the
accountant and the firm are in the process of
checking
professionalism,
quality
control,
independence,
supervision
and
innovation
capabilities are all better than the average level of
the industry. The evaluation results of the most
recent year have been approved by the audit
committee and the board of directors on March 13,
2023, as detailed in Appendix 2.
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
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, 2023 annual training situation is detailed
in Table 3. The duties of the corporate governance
team are toprovide directors and independent
no major difference

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
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.)?
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.
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
(a) Does the company set up a website to
disclose
financial
business
and
corporate governance information?
V The company has set up a company website and
disclosed
relevant
information
at
the
public
information observation station in accordance with
regulations.
no major difference
(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
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 companyregularlyorganizes
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
standards,
the
implementation
of
customer
policies,
the
company’s
purchase of liability insurance for
directors and supervisors, etc.)?


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
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
98 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.

29

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
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. Strengthen information disclosure in English and prepare English versions of the "Shareholders Meeting Manual and Meeting
Supplementary Information", "Shareholders Meeting Annual Report" and "Annual Financial Report" .
2. Appoint a general manager so that the responsibilities of the chairman and the general manager are clearly divided .
3. Set up a dedicated information security manager
Priorities and measures for improvement that have not yet been improved:
1. Legal person briefing meetings are held twice a year .
2. Conduct internalperformance evaluations of functional committees on a regular basis every year .

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.
Representative: Yu
Shaoyin

Female
V V V V
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 CPA for Independence

Schedule 2: Evaluation CPA 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
yes yes

30

within the second degree.
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 2023. Implementation of Advanced Training for Corporate Governance Supervisors in 2023. Implementation of Advanced Training for Corporate Governance Supervisors in 2023. Implementation of Advanced Training for Corporate Governance Supervisors in 2023. Implementation of Advanced Training for Corporate Governance Supervisors in 2023.
Name Study date organizer Course Title study
hours
Wu
Hsiu Pi
2023/7/13 Taiwan Stock
Exchange Corporation
Publicity meeting on
sustainable development
action plans for listed
companies
3
2023/10/13 Securities and Futures
Development
Foundation of the
Republic of China
2023 Annual Insider
Trading Prevention
Promotion Conference
3
2023/10/26-10/27 Securities and Futures
Development
Foundation of the
Republic of China
Continuing training courses
for accounting supervisors
of issuers, securities
companies and stock
exchanges
6
Implementation of Advanced Training for Corporate Governance Supervisors in 2023. Implementation of Advanced Training for Corporate Governance Supervisors in 2023. Implementation of Advanced Training for Corporate Governance Supervisors in 2023. Implementation of Advanced Training for Corporate Governance Supervisors in 2023. Implementation of Advanced Training for Corporate Governance Supervisors in 2023.
Name Study date organizer Course Title study
hours
Wu
Hsiu Pi
2023/7/13 Taiwan Stock
Exchange Corporation
Publicity meeting on
sustainable development
action plans for listed
companies
3
2023/10/13 Securities and Futures
Development
Foundation of the
Republic of China
2023 Annual Insider
Trading Prevention
Promotion Conference
3
2023/10/26-10/27 Securities and Futures
Development
Foundation of the
Republic of China
Continuing training courses
for accounting supervisors
of issuers, securities
companies and stock
exchanges
6

Attachment 4: Important information items that are helpful in understanding corporate governance

operations

Helps to understand corporate
Detailed description of the implemented situation or planned
governance operations
Important information items

situation
1. Employee Rights and Interests
(1) Provide adequate education and
training for employees
All employees of our company must receive pre-employment
training when they arrive on the job. Specialty training and
safety and health education will be provided during their
tenure. For those who require special expertise in the business ,
personnel will be dispatched to receive training depending on
the situation .
(2) Provide employees with the right
to fully respond to their opinions
The company holds regular labor-management meetings,
where the heads of each department listen to the opinions of
the employees, and set up a suggestion box for employees to
fully respond to their opinions.
(3) Others (such as occupational
safety and health management system
certified by ISO 45001 or related
organizations, providing employees
with reasonable benefits and
remuneration, etc.)

The company conducts safety and health education, disaster
prevention training and health examinations that are necessary
for employees to perform their work. In addition to reasonable
salaries, the company's employees are also awarded year-end
bonuses based on operational performance and remuneration is
paid to employees in accordance with the company's articles of
association. In addition, the company has set up an employee
welfare committee to handle employee welfare business to
provide employees with reasonable benefits and remuneration.
2. Employee care
(1) Ensure the safety of the working
environment
Employee safety and fire protection business inspections in
accordance with the labor safety and health laws and fire
regulations , and then reports them to the competent
authorities. It also conducts labor safetyeducation from time to

31

Helps to understand corporate
Detailed description of the implemented situation or planned
governance operations
Important information items

situation
time.
( 2 ) Others (such as paying attention
to the physical and mental
development of workers and family
life, etc.)
The company attaches great importance to the physical and
mental development and family life of its employees. In the
event of weddings or funerals, supervisors will personally go
to celebrate or pay tribute. If there is an accident, they will
provide condolences and assistance. In addition, the company
and the employee welfare committee organize travel and
parent-child activities to prevent overwork. Family members
are encouraged to participate.
3.Investor relations
(1) Improve operational transparency The company handles matters in accordance with the list of
business matters to be handled by issuers of listed securities
and the information disclosure regulations of the Taiwan Stock
Exchange Co., Ltd. on verification and disclosure procedures
for material information of listed companies, and provides
various information to investors in a timely manner. . In the
event of a major incident, a press conference must be held
immediately to make a public statement.
(2) Pay attention to corporate
governance
The company has three independent directors, and the three
independent directors serve as members of the audit committee
and the remuneration committee. Important proposals must be
resolved by the functional committee and the board of
directors before they can be implemented. Directors are
required to take a 6-hour course every year. The company
formulates and implements various internal control and
internal audit systems. The company follows the provisions of
the "Code of Practice for the Governance of Listed Overseas
Companies", strengthens the responsibilities of directors,
protects the rights and interests of shareholders, and designates
corporate governance personnel and supervisors.
(3)Others The company has spokespersons and agent spokespersons,
which serve as channels for the company to communicate with
investors and stakeholders.
4.Supplier relations
(1) Pay attention to the rationality of
the purchase price
In line with the spirit of cooperation and the premise of mutual
trust and reciprocity in a community of life, the due rights and
interests of both parties are safeguarded, and transaction
conditions are determined through communication and
coordination between both parties.
(2)Others Maintain close contact with suppliers, affirm their support and
look forward to closer cooperation to achieve great results.
5. Rights and interests of interested
parties
(1) Respect intellectual property
rights
Our company's computer software is used with legal
authorization.
(2) Pay attention to the relationship
with customers (such as protecting
consumer rights and interests, paying
attention toproductquality,safety
Before sales, the company's products are tested for various
functions according to the requirements of individual
customers to ensure that they meet customer quality
requirements. The companycontinuouslyinvests in research

32

Helps to understand corporate
Detailed description of the implemented situation or planned
governance operations
Important information items

situation
and innovation, paying attention to
and handling customer complaints
immediately, providing complete
product information, etc.)
and development, striving to improve product safety and
energy saving, and handles customer complaints in the internal
control system. Standardize the processing and after-sales
service, understand and solve the problems raised by
customers in the fastest way, and pay attention to the rights and
interests of consumers. We also comply with contracts with
customers, including relevant confidentiality agreements and
integrity clauses.
Depending on the situation, the company instructs specialized
units to communicate with customers, and has contact
information for business departments on the company's
website.
(3) Comply with laws and regulations The company assigns dedicated personnel to pay attention to
relevant information such as law amendments and
interpretations at all times. Information on law amendments
related to labor and finance must be collected, publicized and
conducted by relevant departments for education and training.
(4) Others (such as disclosing the
implementation status of social
responsibility policies on the
companywebsite,etc.)
The company has formulated a code of practice for sustainable
development and has disclosed the implementation of the
sustainable development policy on the company's website.

33

Attachment 5: 2023 directors' training status

Job title Name Study date Organizer Course Title Training
hours
Chairman Liao Wenjia 2023/11/15 Foundation for
Accounting
Research and
Development of
the Republic of
China
Carbon rights trading
mechanism and carbon
management
application
3
Outlook for the global
economic situation in
2024
3
Director Zeng
Xueqing
2023/11/15 Foundation for
Accounting
Research and
Development of
the Republic of
China
Carbon rights trading
mechanism and carbon
management
application
3
Outlook for the global
economic situation in
2024
3
Legal Person
Director

Jieshi
Investment Co.,
Ltd.
Representative:
Yu Shaoyin


2023/11/15
Foundation for
Accounting
Research and
Development of
the Republic of
China
Carbon rights trading
mechanism and carbon
management
application
3
Outlook for the global
economic situation in
2024
3
Independent
Director

Shen Zhenlin
2023/11/15 Foundation for
Accounting
Research and
Development of
the Republic of
China
Carbon rights trading
mechanism and carbon
management
application
3
Outlook for the global
economic situation in
2024
3
Independent
Director

Zhang
Naiwen
2023/11/15 Foundation for
Accounting
Research and
Development of
the Republic of
China
Carbon rights trading
mechanism and carbon
management
application
3
Outlook for the global
economic situation in
2024
3
Independent
Director

Feng Zhiqing
2023/11/15 Foundation for
Accounting
Research and
Development of
the Republic of
China
Carbon rights trading
mechanism and carbon
management
application
3
Outlook for the global
economic situation in
2024
3

34

  • (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 on page 7
Independent directors have
obtained independent director
declarations and qualification
checklists to confirm their
independence.
1
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 to page 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 on page 7
Independent directors have
obtained independent director
declarations and qualification
checklists to confirm their
independence.
0

35

  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 , 2025, the Salary and Remuneration Committee met four times in 2023 (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
4 0 100
Member Shen
Zhenlin
4 0 100
Member Feng
Zhiqing
4 0 100
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 2023 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 2023.

eration of the Remuneration Committee in 2023.
Salary
committee
Fourth session
1st
2023/1/16
Fourth session
2nd
2023/3/9
Proposal content and resolution results
A. Year-end
bonus
case
for
managers
of
Parpro
Corporation Groupin 2022
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.
A. 2022 Annual employee remuneration and distribution of
remuneration for directors and supervisors
B. 2022 annual self- evaluation of directors

36

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.
Fourth session
3rd
2023/11/9
A. Appointment case of general manager of the
company
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.
Fourth session
4th
2023/12/13
A. Appointment case of Chief sustainability officer of
the company and remuneration
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 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 established a sustainable
strategic development department responsible
for
promoting
the
development
of
a
sustainable environment and safeguarding
social welfare. The chief sustainability officer
serves as the convener. The sustainable
strategic
development
department
is
responsible for: 1. Formulating and reviewing
sustainable
development
policies
and
systems. 2. Plan and promote projects, deliver
them
to
relevant
departments
for
implementation after approval by the general
manager, and report implementation results to
the board of directors every year. On May 9,
2013, the board of directors reported on the
implementation of sustainable development in
2012,as detailed in Appendix 1. The board
No major differences.

37

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
of directors listened to the report of the
management
team
and
instructed
the
management to formulate company strategies,
evaluate the possibility of success of these
strategies, and review them regularly. The
progress
of
the
strategy
urges
the
management team to make adjustments.
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
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
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
company, and has taken corresponding
measures, which are announced on the
company website.
The company has set greenhouse gas
emissions, water use and waste reduction
targets to reduce by 1~2% compared with the
previous year. A self-inspection of carbon
dioxide emissions in 2023 and 2022 revealed
that
the
emissions
in
2023
were
approximately 17.14 metric tons, a decrease
of approximately 4% compared with 2022.
%; Water consumption: 25.6 metric tons in
2023, an increase of 10.7% compared with
2022; Total waste: Taiwan is the group's
operation and management center and an
office area, so no waste is generated.
In addition, the company has taken into
consideration the impact on the environment
during all manufacturing processes and
formulated various response strategies based
on the characteristics of the industry in which
it operates and the ISO-14001 environmental
management system. In the "Environmental
Protection and Management Operational
Measures", greenhouse gas, water use and
waste reduction strategies are formulated to
minimize the impact on the environment and
No major differences.
No major differences.
No major differences.
No major differences.

38

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
ecology.
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. Depending on the operating conditions
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 78 -79 .
No major differences.
() Does the company provide employees
with a safe and healthy working
environment, and regularly implement
safety
and
health
education
for
employees?
V The company handles labor safety and fire
protection business in accordance with the
provisions of the Labor Safety and Health Act
and Fire Protection Regulations. Equipment
and facilities are inspected and safety
inspected once a year. Fire prevention,
disasterprevention,first aid and other
No major differences.

39

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
prevention and disaster drills are carried out
every six months , and fire drills are held
twice every year.
The company provides employees with a safe
and healthy working environment, regularly
implements environmental safety and health
inspections, including equipment and
working environment, and holds employee
safety and health education and training every
month.
() 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 "supplier management
operations" that require suppliers to comply
with sustainable development responsibility
commitments, including issues such as
environmental protection, occupational safety
and health, or labor rights. This management
operation also includes a supplier assessment
mechanism, in which the "Supplier
Environmental Protection and Occupational
Safety Self-Assessment Form" for the annual
assessment of major suppliers is listed as an
important scoring item. The annual
assessment is classified according to the
results. Those who fail to score will be dealt
with according to regulations . Suppliers are
expected to understand and cooperate with
the company's determination to fulfill its
responsibility for sustainable development . If
they are found to be in violation of the
company's established policies, they will
suspend transactions or terminate
relationships.
No major differences.
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.

40

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
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 1.

Attachment 1:

tachment 1:
Social responsibility
projects
Detailed description of executed or planned situations
Social responsibility
projects
Detailed description of executed or planned situations
Environmental friendly 1. 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. It advocates saving electricity
and formulates lighting plans to distinguish between daytime and nighttime to save
unnecessary lighting.
Control the use of air conditioners to save unnecessary energy expenditure. Carry out waste
paper, publicity and reduce the use of disposable tableware, and continue to reduce and classify
garbage to do ourpart for environmentalprotection.
Social contribution and
services
1. The company is located in Zhongli District, Taoyuan City. The company's main
consideration for recruiting talents is to live near the company. Currently, the vast majority of
employees come from towns and cities near the company's location, creating more job
opportunities for the local area.
From time to time, we respond to public welfare activities initiated by various circles, donate
money or materials to charities, and make regular donations to Taoyuan Friends of
Rehabilitation Association , Peers Medical Culture and Education Foundation , Taoyuan
Enterprise Federation and other groups every year. The total donation amount in 2023 years is
NT$ 450 thousand.
Customer / Consumer
Rights
The company has dedicated personnel to serve customers.
Human rights 1. The relationship between the company and its employees follows the provisions of the Labor
Standards Act and other labor-related laws. It has established "work rules" and holds regular
labor-management meetings.
2. New employees will receive new employee education and training after registration so that
they can understand the current work standards and protect employee rights. The company
provides various training courses such as management training, professional skills and
self-development according to employees' work needs and career plans to provide employees
with sufficient education and training.
3. When the company recruits employees, it is entirely based on whether their character and
expertise meet the needs, regardless of their gender, age, ethnicity, etc. We take care of the
disabled and other vulnerable people, safeguard the rights and interests of all people, and
comply with laws and regulations on the prevention and control of sexual harassment, taking
allpossible care to ensure that employees are free from harassment and discrimination.

41

  1. We pay attention to environmental hygiene and greening and landscaping to provide employees with a safe and comfortable working environment. 5. 2023 Family Day Fei Niu Ranch 1-Day Roast Day event was successfully concluded. 6. 2023 of subsidies for self-guided travel for employees to encourage employees to relieve their daily work pressure and relax at appropriate times. The company has carried out supervision and management operations in accordance with the matters stipulated in labor safety and health laws, so that colleagues can understand the importance of safety and health, and understand the environmental overview of the workplace, Health and Safety occupational hazard factors, labor safety and health laws and regulations, and various safety and health regulations. The correct use of protective equipment is essential to prevent the occurrence of occupational disasters and ensure worker safety and health.

Attachment 2: 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 their gender, age, ethnic group...etc. We will do our best to take care of
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 temporarilysuspended due to the epidemicpreventionpolicy. Subsidize

42

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.
Insure directors' liability insurance to protect directors from lawsuits or
claims

43

(6) Climate-related information of listed companies :

A. Implementation of climate-related information

Project Execution situation
1. Describe the board and management’s
oversight and governance of
climate-related risks and opportunities.
2. Describe how the identified climate
risks and opportunities affect the
company's business, strategy and finance
(short-term, medium-term, long-term).
3. Describe the financial impact of
extreme climate events and transition
actions.
The Company’s Board of Directors is the highest governance unit on
climate-related issues and is responsible for supervising and managing
climate-related risks and opportunities. In order to assist the board of
directors in continuously promoting various aspects of corporate
environmental, social and corporate governance operations to achieve the
purpose of sustainable management, the company established the
"Sustainability Strategy Development Department" in 2023 , with the chief
executive serving as the chairman and the heads of each unit . Serve as a
member, responsible for the proposal and implementation of sustainable
development policies, systems or related management guidelines and
specific promotion plans , and regularly report operational results and
implementation status to the board of directors .
Short-term: There may be risks of operational interruption due to extreme
weather conditions such as typhoons, floods, and droughts, as well as
rising raw material costs and government imposition of carbon and
energy-related taxes, which will increase operating costs. It is necessary to
strengthen various disaster prevention facilities and use low-cost carbon
energy, and adopt more efficient production, distribution, and
transportation methods to respond.
Mid-term: Customers may require green production, and it is necessary to
develop channels for obtaining low-carbon raw materials to reduce costs.
Water restriction measures, increased electricity consumption due to
warming , etc. may occur , resulting in suppliers being unable to produce
and deliver on time , resulting in reduced production capacity and
increased infrastructure costs. It is necessary to improve the overall
disaster response capacity, introduce green procurement, and develop
diversified Alternative energy sources to reduce risk impact.
Facing the risk of abnormal weather, natural disasters such as typhoons ,
floods, droughts and other extreme weather risks of operational
interruption. The financial impact is: revenue loss and cost increase.
Regarding climate-related transformation actions , such as: (1) Risks
related to carbon reduction policies and regulations. (2) Control of
corporate carbon footprint and greenhouse gas emissions. (3) When
purchasing, it is necessary to evaluate whether the supply chain complies
with relevant policies and regulations. The financial impact is: increased
costs.
4. Describe how climate risk
identification, assessment and
management processes are integrated
into the overall risk management system.
5. If scenario analysis is used to assess
resilience to climate change risks, the
scenarios, parameters, assumptions,
analysis factors and main financial
impacts used should be explained.
Under discussion .
Under discussion .

44

Project Execution situation
6. If there is a transformation plan to
manage climate-related risks, describe
the content of the plan, and the indicators
and goals used to identify and manage
physical risks and transformation risks.
7. If internal carbon pricing is used as a
planning tool, the basis for setting the
price should be stated.
8. If climate-related goals are set,
information such as the activities
covered, greenhouse gas emission scope,
planning schedule, annual achievement
progress, etc. should be explained; if
carbon offsets or renewable energy
certificates (RECs) are used to achieve
relevant goals, information such as
Explain the source and quantity of
carbon reduction credits or the quantity
of renewable energy certificates (RECs)
being redeemed .
9. Greenhouse gas inventory and
confirmation, reduction goals, strategies
and specific action plans ( fill in 1-1 and
1-2 separately) .
Under discussion .
Under discussion .
Under discussion .
Details are as explained in 1-1 and 1-2.

1-1 The company’s greenhouse gas inventory and confirmation status in the last two years

1-1-1 Greenhouse gas inventory information

Describe the emission volume (metric tons CO2e), intensity (metric tons CO2e/million yuan) and data coverage of greenhouse gases in the past two years.

1-1-1 Greenhousegas inventoryinformation 1-1-1 Greenhousegas inventoryinformation 1-1-1 Greenhousegas inventoryinformation
Describe the emission volume (metric tons CO2e), intensity (metric tons CO2e/million yuan) and
data coverage ofgreenhousegases in thepast twoyears.
According to the provisions of the sustainable
development road map of listed companies, at least
□ Parent company individual investigation
□ Consolidated financial reporting subsidiary inventory
□ The parent company is personally convinced
□ Consolidated financial reporting of subsidiaries
■ The company has not yet met the standards that
should be disclosed
Basic information of the company
□ Companies with capital of more
than 10 billion, steel industry,
cement industry
□ Companies with capital of more
than 5 billion but less than 10
billion
■ Companies with capital of less
than NT$5 billion
According to the provisions of the sustainable
development road map of listed companies, at least
□ Parent company individual investigation
□ Consolidated financial reporting subsidiary inventory
□ The parent company is personally convinced
□ Consolidated financial reporting of subsidiaries
■ The company has not yet met the standards that
should be disclosed

Note 1: Direct emissions (Category 1, that is, directly from emission sources owned or controlled

by the company), indirect energy emissions (Category 2, that is, indirect greenhouse gas emissions from the input of electricity, heat or steam) and Other indirect emissions

45

  • (Category 3 , i.e. emissions generated by company activities, are not indirect emissions from energy, but come from emission sources owned or controlled by other companies).

  • Note 2: The coverage of direct emissions and energy indirect emissions data shall be handled in accordance with the timetable specified in the order specified in Paragraph 2 of Article 10 of these Guidelines. Other indirect emissions information may be disclosed voluntarily.

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

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

1-1-2 Greenhouse Gas Confirmation Information

Two years as of the publication date of the annual report , including the scope of the confidence, the organization of the confidence, the criteria for the confidence and the opinion of the confidence.

Not applicable.

  • 1-2 Greenhouse gas reduction goals, strategies and specific action plans

Describe the greenhouse gas reduction base year and its data, reduction targets, strategies, specific action plans and achievement of reduction targets.

The company has not yet completed its greenhouse gas inventory and does not need to set a base year for greenhouse gas reduction .

Set a greenhouse gas reduction target : reduce annual emissions by 1 to 2% compared to the previous year.

Greenhouse gas reduction strategy : The company continues to develop energy-saving,

waste-reducing and high-efficiency equipment in line with its sustainable business strategy. Specific action plan :

  1. Replace old official vehicles and purchase electric (gasoline) vehicles.

  2. Promote energy and water conservation policies, use electrical equipment with Green Energy

46

trademarks and set air conditioning temperature and time control.

  1. Continue to replace ordinary fluorescent lamps with high power consumption into T5 lamps or LED lamp sets.

  2. Continue to look for new green energy materials or energy opportunities.

  3. The packaging boxes, wooden boxes, etc. of the supplier's packaging parts are returned to the supplier for reuse.

  4. Reduce the use of packaging materials for shipped products.

  5. New product development and design give priority to energy-saving and environmentally friendly parts.

Achievement of reduction target : Not applicable.

Note 1: It should be handled in accordance with the timetable specified in the order stipulated in

Article 10, Paragraph 2 of these Guidelines.

  • Note 2: The base year should be the year in which the review is completed based on the boundaries of the consolidated financial report. For example, in accordance with the provisions of Article 10, Paragraph 2 of these Standards, companies with a capital of more than 10 billion should complete the consolidated financial report in 2025. Inventory, so the base year is 2024. If the company has completed the inventory of consolidated financial reports in advance, the earlier year can be used as the base year. In addition, the data in the base year can be calculated as the average of a single year or several years.

47

(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

48

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 2023,
with a total of 22 person-times and a total of 33
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

49

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 .2023 manager training situation:

Job title Name Study date organizer Course Title Training
hours
Chairman Liao
Wenjia
2023/11/15 Securities and Futures
Market Development
Foundation of the
Republic of China
Outlook for the global economic
situation in 2024
3

50

Job title Name Study date organizer Course Title Training
hours
2023/11/15 Securities and Futures
Market Development
Foundation of the
Republic of China
Carbon rights trading mechanism and
carbon management application
3
Deputy
General
Manager and
Chief
Financial
Officer
Wu Hsiu
Pi
2023/10/26
To 2023/10/27
Accounting Research
and Development
Foundation of the
Republic of China
Continuing training courses for
accounting supervisors of issuers,
securities companies and stock
exchanges
12
2023/11/15 Securities and Futures
Market Development
Foundation of the
Republic ofChina
Outlook for the global economic
situation in 2024
3
2023/11/15 Securities and Futures
Market Development
Foundation of the
Republic ofChina
Carbon rights trading mechanism and
carbon management application
3
Finance
Department
manager
Lee
Shenlung
2023/4/27 Taiwan Stock
Exchange/Securities
Over-the-Counter
Trading Center
Publicity meeting on sustainable
development action plans for listed
companies
3
2023/12/14
To 2023/12/15
Accounting Research
and Development
Foundation of the
Republic of China
Continuing training courses for
accounting supervisors of issuers,
securities companies and stock
exchanges
12
Audit
Manager
Cai
Shuhua
2023/10/24 Internal Audit
Association of the
Republic of China
Information Business Verification
Practical Workshop
6
2023/12/19 Internal Audit
Association of the
Republic of China
How to Use Excel Functions to Improve
Auditing and Financial Efficiency
Practical Workshop
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 recent year and up to the date of publication of the annual report

    1. Important resolutions and implementation of shareholders' meeting in 2023 :

51

Meeting
date
Important Resolutions and Implementation Status
2023/5/30 1.
2.
3.
4.
5.
Acknowledge the 2022 annual business report and financial statement .
Acknowledge the 2022 Earnings distribution case.
Approved the revision of some articles of the "Articles of Association".
Execution status: After the 2023 shareholders' general meeting passed
the change registration with the Ministry of Economic Affairs within
15 days, and the approval was obtained on 2023/6/16 .
Approved the revision of some articles in the "Operational Procedures
for Fund Loans to Others".
Implementation status: It will be applicable immediately after approval
at the 2023 regular meeting of shareholders.
Approved the revision of some articles in the "Rules of Procedure for
Shareholders' Meetings".
Execution status: It will be applicable immediately after approval at
the 2023 regular meeting of shareholders.
  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
2023/1/16 Year-end bonus case for the managers of
Parpro Group in 2022 .
- None
2023/3/9 2022 annual business report and financial
statements.
- None
The2022 Auditors independence and
performance evaluation review case.
V None
2022"Internal Control Statement"case. V None
Amend some articles of the "Articles of
Association".
V None
Amend some provisions of the "Operational
Procedures for Fund Loans to Others".
V None
The 2023 regular meeting of shareholders
was convened.
- None
The company's greenhouse gas inventory
and verification schedule plan.
- None
PARPRO TECHNOLOGIES capital loan to
AP PARPRO case.
V None
It is planned to handle the issuance of the
fourth domestic unsecured conversion
corporate bonds.
V None
2022 Employeeremunerationand director - None

52

Meeting
date
Important Resolutions Matters listed in
Article 14-3 of the
Securities and
Exchange Act
Independent
directors object
or reserve
opinions
and supervisor remuneration distribution
case.
2022 Annual self-evaluation of directors. - None
2023/4/13 2022 Annual Earnings distribution case. V None
Amend some provisions of the "Rules of
Procedure for Shareholders'Meetings".
V None
Bank line credit case. - None
The 2023 regular meeting of shareholders
was convened.
- None
2023/5/11 2022 1st Quarter Financial Statements . - None
The case of convertible corporate bonds
being exchanged for new shares.
- None
Bank line credit case. - None
PARPRO TECHNOLOGIES capital loan to
AP PARPRO case.
V None
PARPRO TECHNOLOGIES loan to
PARPRO NEVADA case.
V None
2023/8/10 Financial report for the first half of 2023. V None
The case of convertible corporate bonds
being exchanged for new shares.
- None
2023/9/21 Capital increase in overseas subsidiary
Parpro Holdings and capital increase in US
subsidiary AP Parpro.
V None
Amend the company's inventory age
profiling policy.
- None
Formulate the audit method plan for
pre-approval of non-confidence services
provided by certification auditors.
- None
Bank line credit case. - None
Revise the internal control "Internal Control
of Other Operations" and its implementation
details.
V None
2023/11/9 Financial report case for the third quarter of
2023.
- None
The company's audit plan for the 2024. V None
Bank line credit case. - None
The appointment of the company’s general
manager.
- None
2023/12/13 2024 annual budget. - None
Cancellation of treasury shares case. - None
The case of convertible corporate bonds
being exchanged for new shares.
- None
The company’s permanent employment and
remuneration case.
- None
2024/1/25 2023 year-end bonus case for group
managers.
- None
2024/3/13 2023 annual business report and financial - None

53

Meeting
date
Important Resolutions Matters listed in
Article 14-3 of the
Securities and
Exchange Act
Independent
directors object
or reserve
opinions
statements.
The 2023 annual audit independence and
performance evaluation review case.
V None
2023"Internal Control Statement"case. V None
PARPRO TECHNOLOGIES capital loan to
AP PARPRO case.
V None
The company's capital loan to AP PARPRO
case.
V None
The case of convertible corporate bonds
being exchanged for new shares.
- None
Revise some provisions of internal major
information processing procedures.
V None
Bank line credit case. - None
The convening of the 2023 regular meeting
of shareholders.
- None
2023 annual employee remuneration and
remuneration distribution case for directors
and supervisors.
- None
Self-evaluation case of the 2023 Board of
Directors, Board Members and Functional
Committees.
- None
2023 Year Profit Distribution Case. - None
Nomination of candidates for director of the
company.
- None
PARPRO TECHNOLOGIES capital to and
AP PARPRO case.
V None
The company's capital loan to AP PARPRO
case.
V 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 :

POSITION NAME DATE OF
APPOINTMENT
DATE OF
RESIGNED
REASON FOR
RESIGNATION
OR DISMISSAL
General Manager Liao Wenjia 2010/4/14 2023/11/09 Meet operational
needs

54

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
2023/1/1
To
2023/12/31
4,800 30 4,830 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 .

55

  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:

(1) Changes in equity

(1) Changes in equity
Job title name 2023 As of April 2,2024
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
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
General Manager Yan,Congqian. 0
0

0

0
General Manager of
Overseas Operations
Thomas Sparrvik 0
0

0

0
Director and Chief
Financial Officer
Wu,Hsiupi (100,000)
0

0

0
Senior Manager Ye Jianshen 0
0

0

0
Finance Manager Lee,Shen-Lung 0
0

0

0

Note: In order to meet the company's operational needs, Mr. Yan Congqian took over as general manager on November 9, 2023.

  • (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.

56

  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 2 , 2024

Unit : share; April 2 Unit : share; April 2 , 2024
Name Cur rent 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

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 8.20 0 0 17,085,879 17.37 Liao Lizhengzi
Yunyong Investment
Co., Ltd.
Jieshi Investment Co.,
Ltd.
Paide Investment Co.,
Ltd.
1.The
chairman of
the company
and Yunyong
Investment,
Jieshi
Investment,
Paide
Investment
and other
four
companies
are the same
person.
2.
Liao,Wenjia
and Liao
Lizhengzi are
relatives of
the same
degree.
None
None
None
Yunyong Investment Co.,
Ltd.
7,500,865 7.62 0 0 0 0 Liao,Wenjia
Liao Lizhengzi
Jieshi Investment Co.,
Ltd.
Paide Investment Co.,
Ltd.
None
None
Representative:
Liao
Wenjia

8,071,942
8.20 0 0 17,085,879 17.37 None
Jieshi
Investment
Co.,
Ltd.

5,830,415
5.93 0 0 0 0 Liao,Wenjia
Liao Lizhengzi
Yunyong Investment
Co., Ltd.
Paide Investment Co.,
Ltd.
None
None
Representative:
Liao
Wenjia

8,071,942
8.20 0 0 17,085,879 17.37
None
Paide
Investment
Co.,
Ltd.

3,754,599
3.82 0 0 0 0 Liao,Wenjia
Liao Lizhengzi
Yunyong Investment
Co., Ltd.
Jieshi Investment Co.,
Ltd.
None
None
Representative:
Liao
Wenjia

8,071,942
8.20 0 0 17,085,879 17.37 None
Chen Lili 780,000 0.79 0 0 0 0 None None None
Citi
custody
Berkeley
Capital
SBL/PB
investment account


640,000
0.65 0 0 0 0 None None None
Li Rongfu 568,000 0.58 0 0 0 0 None None None
You Benhong 458,000 0.47 0 0 0 0 None None None
Chen Jinchuan 300,000 0.30 0 0 0 0 None None None
Liao Lizhengzi 267,473 0.27 0 0 0 0 Liao,Wenjia
Yunyong Investment
Co., Ltd.
Jieshi Investment Co.,
Ltd.
Paide Investment Co.,
Ltd.
Liao,Wenjia
and Liao
Lizhengzi are
relatives of
the same
degree.

None

57

  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 , 2024 ; unit: thousand shares; % March 31 , 2024 ; unit: thousand shares; % March 31 , 2024 ; unit: thousand shares; % March 31 , 2024 ; unit: thousand shares; %
Invest in business The company invests Investments
of
directors,
supervisors,
managers,
and
directly or indirectly controlled
enterprises



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 42 100% 42 100%
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%

58

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 00 1 10 3,00 0
30,0 00

1,00 0

10,0 00
Set up Capital - N o t e 1
Oct., 20 03 10 3,00 0
30,0 00

1,50 0

15,0 00
Cash capital increase 5 , 0 0 0 t h o u s a n d - N o t e 2
Oct., 20 06 10 3,00 0
30,0 00

2,00 0

20,0 00
Cash capital increase 5 , 0 0 0 t h o u s a n d - N o t e 3
Oct., 20 08 10 8,00 0
80,0 00

3,50 0

35,0 00
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
Aug., 20 09 10 8,00 0
80,0 00

6,66 0

66,6 00
Surplus capital increase 3 1 , 6 0 0 t h o u s a n d - N o t e 5
Oct., 20 09 10 30,0 00
30 0,00 0

15,0 00

15 0,00 0
Cash capital increase 8 3 , 4 0 0 t h o u s a n d - N o t e 6
Aug., 20 10 10 30,0 00
30 0,00 0

19,5 00

19 5,00 0
Surplus capital increase 4 5 , 0 0 0 t h o u s a n d - N o t e 7
Sep.,20 11 10 30,0 00
30 0,00 0

21,4 50

21 4,50 0
Surplus capital increase 1 9 , 5 0 0 t h o u s a n d - N o t e 8
Ap r.,20 12 10 30,0 00
30 0,00 0

23,9 50

23 9,50 0
Cash capital increase 2 5 , 0 0 0 t h o u s a n d - N o t e 9
Aug., 20 12 10 30,0 00
30 0,00 0

25,1 47

25 1,47 5
Surplus capital increase 11 , 9 7 5 t h o u s a n d - N o t e 1 0
Jul.,2 01 3 10 65,0 00
65 0,00 0

60,3 54

60 3,54 0
Surplus capital increase 3 5 2 , 0 6 5 t h o u s a n d - N o t e 11
Dec.,2 01 3 10 10 0,00 0
1,00 0,0 00

67,8 99

67 8,99 0
Cash capital increase 7 5 , 4 5 0 t h o u s a n d - N o t e 1 2
Jan.,2 01 7 10 10 0,00 0
1,00 0,0 00

69,4 07

69 4,06 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 01 7 10 10 0,00 0
1,00 0,0 00

70,8 99

70 8,99 0
Corporate
bond
conversion

1 4 , 9 2 5 t h o u s a n d
- N o t e 1 4
Jul.,2 01 7 10 10 0,00 0
1,00 0,0 00

71,8 57

71 8,56 7
Corporate
bond
conversion

9 , 5 7 7 t h o u s a n d
- N o t e 1 5
Jul.,2 01 7 10 10 0,00 0
1,00 0,0 00

78,8 30

78 8,30 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 01 7 10 10 0,00 0
1,00 0,0 00

80,5 72

80 5,72 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 01 8 10 10 0,00 0
1,00 0,0 00

81,2 60

81 2,59 6
Corporate
bond
conversion

6 , 8 7 3 t h o u s a n d
- N o t e 1 8
Jun.,2 01 8 10 10 0,00 0
1,00 0,0 00

81,9 54

81 9,53 7
Corporate
bond
conversion

6 , 9 4 1 t h o u s a n d
- N o t e 1 9
Oct., 20 18 10 10 0,00 0 1,00 0,0 00 82,1 81
82 1,80 5
Corporate
bond
conversion

2 , 2 6 8 t h o u s a n d
- N o t e 2 0
Dec.,2 01 8 10 10 0,00 0 1,00 0,0 00 82,1 87
82 1,87 5
Corporate
bond
conversion

7 0 t h o u s a n d
- N o t e 2 1
Jul.,2 01 9 10 10 0,00 0
1,00 0,0 00

82,2 79

82 2,79 4
Corporate
bond
conversion

9 1 9 t h o u s a n d
- N o t e 2 2
Oct., 20 19 10 10 0,00 0
1,00 0,0 00

83,0 74

83 0,74 4
Corporate
bond
conversion

7 , 9 5 1 t h o u s a n d
- N o t e 2 3
Dec.,2 01 9 12 10 0,00 0
1,00 0,0 00

83,4 52

83 4,51 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
Fe b.,20 22 02 12 0,00 0
1,20 0,0 00

83,3 52

83 3,51 6
Treasury stock
cancellation
1 , 0 0 0 t h o u s a n d - N o t e 2 5
Ap r.,20 22 04 12 0,00 0
1,20 0,0 00

83,3 54

83 3,54 4
Corporate bond
conversion
2 8 t h o u s a n d - N o t e 2 6
Jun.2 02 3 06 20 0,00 0
2,00 0,0 00

88,3 75

88 3,75 4
Corporate bond
conversion
5 0 , 2 1 0 t h o u s a n d - Note 27
Oct. 20 23 10 20 0,00 0
2,00 0,0 00

93,8 74

93 8,74 3
Corporate bond
conversion
5 4 , 9 8 9 t h o u s a n d - Note 28
Jan.2 02 4 01 20 0,00 0
2,00 0,0 00

98,1 71

98 1,711
Corporate bond
conversion
4 2 , 9 6 8 t h o u s a n d - Note 29
Ap r.20 24 04 20 0,00 0
2,00 0,0 00

98,3 79

98 3,78 9
Corporate bond
conversion
2 , 0 7 8 t h o u s a n d - Note 30
Note 1: 90.12.27 Sutra (90) Chinese subtitle No. 09033279280
Note 16: 106.07.25 Jingshu Shang Zi No. 10601106180
Note 2: 92.10.27 Jingzhizhongzi No. 09232861870
Note 17: 106.12.14 Jingshu Shang Zi No. 10601171020
Note 3: 95.10.03 Jingzhizhongzi No. 09532926440
Note 18: 107.03.15 Jingshu Shang Zi No. 10701026080
Note 4: 97.10.15 Jingzhizhongzi No. 09733261020
Note 19: 107.06.22 Jingshu Shang Zi No. 10701067400
Note 5: 98.08.03 Jingzhizhongzi No. 09832777800
Note 20: 107.10.03 Jingshu Shang Zi No. 10701119640
Note 6: 98.10.28 Jingzhizhongzi No. 09833329390
Note 21: 107.12.26 Jingshu Shang Zi No. 10701157950
Note 7: 99.08.23 Jingzhizhongzi No. 09932490060
Note 22: 108.07.08 Jingshu Shang Zi No. 10801071380
Note 8: 100.09.06 Jingzhizhongzi No. 10032481050
Note 23: 108.10.24 Jingshu Shang Zi No. 10801148670
Note 9: 101.04.18 Jingzhizhongzi No. 10131902020
Note 24 : 108.12.31 Jingshu Shang Zi No. 10801181060
Note 10: 101.08.27 Jingzhi Zhongzi No. 10132419010
Note 25 : 1 11. 02. 10 Jing Shu Shang Zi No. 11101014470
Note 11: 102.07.17 Jingshu Shang Zi No. 10201139110
Note 2 6 : 111.04.19 Jing Shu Shang Zi No. 11101058240

59

Note 12: 102.12.18 Jingshu Shang Zi No. 10201256770 Note 2 7 : 112.10.04 Jing Shu Shang Zi No. 11230190080 Note 13: 106.01.04 Jingshu Shang Zi No. 10501300750 Note 2 8 : 112.10.16 Jing Shu Shang Zi No. 11230182970 Note 14: 106.03.09 Jingshu Shang Zi No. 10601028470 Note 2 9 : 113.01.17 Jing Shu Shang Zi No. 11330006440 Note 15: 106.07.13 Jingshu Shang Zi No. 10601092960 Note 30 : 113.04.22 Jing Shu Shang Zi No. 11330052780

60

B. Type of shares

Unit: share

Unit: share
Type of shares Approved share capital Remark
Shares outstanding Unissued shares total
Common
shares
98,378,905 101,621,095 200,000,000 listing

C. Information related to the comprehensive declaration system: Not Applicable.

(2) Shareholder structure

April 2 , 2024 ; unit : share

Shareholder
structure
Quantity


Government
agency
Financial
institution
Other legal
persons
Individual Foreign
institution
and outsiders
Total
Numbers ofpeople - - 213 37,790 51 38,054
Number of shares held - - 18,099,299 78,964,687 1,314,919 98,378,905
Shareholding ratio - - 18.40% 80.26% 1.34% 100.00%

(3) Shareholding dispersion

A. Common share:

April 2, 2024; Unit:share

Shareholding classification Number of shareholders Number of shares held Shareholding ratio
1 to 999 24,452 387,139 0.39%
1,000 to 5,000 10,930 22,175,514 22.54%
5,001 to 10,000 1,471 11,832,665 12.03%
10,001 to 15,000 375 4,833,579 4.91%
15,001 to 20,000 291 5,430,735 5.52%
20,001 to 30,000 206 5,303,879 5.39%
30,001 to 40,000 97 3,535,069 3.59%
4 0,001 to 5 0,000 74 3,435,217 3.49%
50,001 to 100,000 116 8,358,027 8.50%
100,001 to 200,000 28 3,974,787 4.04%
200,001 to 400,000 6 1,508,473 1.53%
400,001 to 600,000 2 1,026,000 1.04%
600,001 to 800,000 2 1,420,000 1.44%
800,001 to 1,000,000 0 0 0.00%
1,000,001 or more 4 25,157,821 25.59%
Total 38,054 98,378,905 100.00%

B. Special share: No special share has been issued, so it is not applicable.

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

61

April 2, 2024 ; unit : share April 2, 2024 ; unit : share April 2, 2024 ; unit : share
Share
Major shareholder Name

Number of
shares held
Shareholding ratio
Liao Wenjia 8,071,942 8.20
Yunyong Investment Co., Ltd. 7,500,865 7.62
Jieshi Investment Co., Ltd. 5,830,415 5.93
PaideInvestment Co.,Ltd. 3,754,599 3.82
Chen Lili 780,000 0.79
Citi custody Berkeley Capital SBL/PB investment account 640,000 0.65
Li Rongfu 568,000 0.58
You Benhong 458,000 0.47
ChenJinchuan 300,000 0.30
Liao Lizhengzi 267,473 0.27
  • (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
2022
2023 As of
March 31,2024
Per share
market price
The highest 33.70 49.00 36.10
The lowest 20.50 26.20 30.50
The average 25.50 35.60 33.71
Per share
net worth
Before allocation 17.93 20.36 Not applicable
After allocation 17.50 19.96 Not applicable
Per share
Surplus
Weighted average number of
shares
82,327 91,799 Not applicable
Earningsper share 1.21 0.87 Not applicable
Per share
dividend
Cash dividend 0.40 0.40 Not applicable
Gratuitous
allotment
Surplus
allotment
0 0 Not applicable
Capital reserve
allotment
0 0 Not applicable
Accumulated unpaid dividends 0 0 Not applicable
ROI
Analysis
PE Ratio(Note 1) 21.07 40.92 Not applicable
Cost -to-earnings ratio(Note 2) 63.75 89.00 Not applicable
Cash dividendyield(Note 3) 1.57% 1.12% 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.

  • (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 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

62

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, 2024 was passed, and it was resolved to distribute NT$39,351,562 in surplus, and NT$0.4 per share. It is planned to submit the report of the regular meeting of shareholders on May 31, 2024 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 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

63

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 2023 and estimated employee remuneration of 1,937,065 and directors' remuneration of 968,532 in accordance with the company's articles of association were submitted to the resolution of the board of directors on March 13, 2024, 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

64

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 2023 annual shareholders' meeting resolution passed the 2022 year profit distribution plan. The employee remuneration was NT$2,119,983, and the director's compensation was NT$1,059,991. All of them were distributed in cash.

  • ( 9) Repurchase of the company's shares: None

65

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$41,300 thousand NT$76,200 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$34.30 and the issuance balance of
NT$41,300 thousand, the equity dilution ratio
is about 1.21 %.
Based on the current conversion price of
NT$28.30 and the issuance balance of
NT$76,200 thousand, the equity dilution ratio
is about 2.66 %.
The name of the entrusted
custodian of the exchange target
Not applicable Not applicable

66

Types of corporate bonds Types of corporate bonds The 4th domestic unsecured conversion of corporate bonds (processing)
Issue ( processing ) date May 31, 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 388,800 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
Based on the current conversion price of NT$34.90 and the issuance
balance of NT$388,800 thousand, the equity dilution ratio is about 10.17
%.
The name of the entrusted custodian
of the exchange target
Not applicable

67

(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
2020
2021 2022 2023 As of
Item 2024/3/31
Convert the
market price of
corporate bonds
Highest 98.20 109.90 103.75 128.70 105.80

Lowest
77.05 91.85 100.15 101.50 102.10
Average 89.15 100.5 101.79 113.79 103.84
Conversion price 36.10 35.40 34.70 34.30 34.30
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 The 3rd domestic unsecured conversion of
The 3rd domestic unsecured conversion of
corporate bonds
Year
2022
2023 As of
Item 2024/3/31
Convert the
market price of
corporate bonds
Highest 107.00 159.00 0.00
Lowest 93.20 100.20 0.00
Average 102.81 121.38 0.00
Conversion price 28.60 28.30 28.30
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

Types of corporate bonds

The 3rd domestic unsecured conversion of corporate bonds

Types of corporate bonds Types of corporate bonds The 3rd domestic unsecured conversion of corporate bonds
The 3rd domestic unsecured conversion of corporate bonds
Year
2023
As of
Item 2024/3/31
Convert the
market price of
corporate bonds
Highest 127.00 107.50

Lowest
100.90 102.20

Average
112.34 104.71
Conversion price 34.90 34.90
Issue (processing) date Issued date : May 31 , 2023
Conversion price at the time of
issue
Conversion price at the time of issuance: NT$ 35.30
Fulfillment of conversion
obligations
Issuance of new shares

68

  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.

  6. Fund utilization plan and execution:

  7. (1) As of the quarter before the publication date of the annual report, previous issuances or private placements of securities have not yet been completed or have been completed within the last three years and the benefits of the plan have not yet emerged: None.

  8. (2) Implementation situation: Not applicable.

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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
2023
value
Items Revenue Proportion of business (%)
Gaming and Industrial Computers 833,221 24
Aerospace and Defense Industry 2,581,150 76
Total 3,414,371 100
  • 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

70

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 and industrial computers:

The company's main products are industrial embedded motherboards and modules, embedded computer systems, and embedded box computers, which are used in fields such as smart gaming, smart retail, smart industrial control, network security, smart homes, smart transportation, and smart cities.

The industrial computer industry has reached a certain level of maturity after long-term development. It has a complete industrial structure, an abundant module supply chain, mass production management experience and small-scale and diverse capabilities. Currently, industrial computer manufacturers are moving towards manufacturing high value-added products. With the development focus of improving design capabilities and strengthening research and development of core technologies, coupled with the large number of applications of the Internet and the advent of the computer digital age, new business opportunities, new layouts and new markets have been created. The improvement and application of new technologies have rapidly expanded, and applications The field has expanded from simple factory automation to various industries and life, such as security products, monitoring products, traffic control, commercial transaction systems, medical care equipment, etc. The original application market continues to develop, and with the continuous expansion of new application fields, product categories tend to Diversification, the overall market size will continue to expand and grow.

In recent years, the application fields of industrial computer products have continued to expand, including medical, aerospace, communications, robotic automation equipment, smart grids, and the Internet of Things (IOT). Application products have been developed, and they will all contribute to the overall output value of domestic industrial computers. future growth momentum. Among them, robot automation equipment, Internet of Things products and intelligent application solutions have a wide range, and their future shipment growth is the most promising.

The characteristics of the industrial computer industry have always been that orders are mostly customized, with small quantities and diverse orders. Therefore, it is difficult for PC or EMS manufacturers to enter the industrial computer industry, allowing industrial computer manufacturers that maintain a high degree of flexibility and customization to maintain their niche. The blue ocean market for industrial computer products.

According to Statista, an international research consultancy, global end-user

71

spending on IoT solutions is predicted to be US$418 billion in 2021, rising to US$1.567 billion in 2025. The booming and diversified development of the Internet of Things industry in recent years has caused companies in various fields to invest large amounts of resources in development, most of which are transportation, retail, warehousing, medical, network security, intelligent solutions and manufacturing industries. Although the Internet of Things is an innovative concept, it is formed by the integration of three traditional industries, including the automation industry, telecommunications industry, and computer industry. The company and its subsidiaries start from interactive terminal products and focus on big data, Internet of Things, and intelligent applications. Product line development.

B. Aerospace and defense industry:

As the world continues to relax anti-epidemic policies and border controls in 2022, people around the world are rapidly increasing their willingness to travel across borders, prompting a strong recovery in passenger volume 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 has recovered to 74% of 2019 (pre-epidemic) in the first 10 months of 2022, driving demand for new passenger aircraft to rebound. The delivery volumes of Boeing and Airbus from January to October 2022 The annual growth rates also reached 35% and 8% respectively, effectively boosting the order volume of China's related parts manufacturers and injecting strong growth momentum into the industry's sales value. From January to October 2022, the industry's sales value reached 260.03 billion, a significant increase of 31.58% compared with the same period in 2021 (see Table 1 below for details).

As the (COVID-19) epidemic can be controlled, borders of various countries are gradually opening up, and tourism and business air passenger traffic has recovered rapidly, driving the performance of the overall aerospace industry to rebound. On the other hand, as governments and airlines around the world pay more and more attention to the issue of carbon reduction, new aircraft with high fuel efficiency can significantly reduce airline operating costs, prompting airlines to accelerate the replacement of old aircraft with new ones, and also drive the development of the aerospace industry. Demand is strong and moving in a fast and stable direction .

20 years (2022~2041) by Boeing and Airbus, the world's two largest aircraft manufacturers , including market demand and the need to replace old aircraft with new ones, the estimated demand for new aircraft is 41,170 aircraft respectively. and 39,490 aircraft, showing that the overall aviation industry will still show a steady growth trend in the next 20 years.

72

==> picture [255 x 130] intentionally omitted <==

==> picture [354 x 176] intentionally omitted <==

  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:

73

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

  • 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 and defense 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

74

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 <==

75

  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 future , 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. Business opportunities after the lockdown will continue to ferment, and it will also promote The shipment performance of lottery machines, self-service, smart retail and other related products, as well as the acceleration of production capacity optimization and carbon emission management by various companies, are expected to drive ESG business opportunities. In addition, the shipment of deferred orders affected by material shortages will all Boosted the growth of industrial computer shipments.

However, the world continues to face challenges such as inflation, rising interest rates, and geopolitical risks. There is still a risk that the international climate may change, which will affect customers' willingness to place orders or adjust orders, thus suppressing overall growth. However, it benefits from Increasing demand in most downstream application markets will help drive shipment growth in this

76

industry.

  • (3) Aerospace and defense industry:

In response to the international civil aviation industry's demands for energy conservation, carbon reduction, weight reduction of aircraft, reduction of noise and exhaust emissions and other environmental trends, international aviation manufacturers are actively investing in green manufacturing technologies and launching new fuel-saving aircraft models to respond to environmental protection. In addition, because new types of aircraft have better fuel efficiency, they can help significantly reduce airlines' operating costs, thus prompting airline operators to accelerate their demand for aircraft replacement. At the same time, according to predictions by Boeing and Airbus, single-aisle aircraft will account for up to 75% of the demand for new aircraft in the next two decades , and have become the mainstream of the future aircraft replacement wave. (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
ublication of the annual report ublication of the annual report
Unit: NT$thousand
Year
Item

2023
A. Research and development costs 1,899
B. Net Operating Income 3,414,371
A/B 0.06%
  • 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 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

77

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.

  12. 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.

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 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.

  1. 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
2023
Sales Ratio(%)
Asia 7,327 0.21
Europe 1,292 0.04
America 3,405,752 99.75
Total 3,414,371 100.00

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.

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

  • (1) Gaming and industrial computers

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

79

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) Aerospace and defense industry

According to Boeing's forecast of the future development of the global aviation industry in the next 20 years (2022~2041) , the average annual growth rate of global air passenger traffic in the next 20 years is 3.8% , and the demand for new aircraft is approximately 41,170 , with the main demand being single-aisle aircraft. airliner. Airbus estimates that the average annual growth rate of air passenger traffic in the next 20 years will be 3.6% , with a total demand for new aircraft of approximately 39,490 , and the main demand will still be single-aisle passenger aircraft. Forecast data from the two major aircraft manufacturers show that the overall demand for aircraft will show a steady growth trend in the next 20 years.

  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.

80

  1. Favorable and unfavorable factors and countermeasures for development prospects

  2. (1) Favorable factors:

    • 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

  3. (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.

81

  • (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, and player tracking systems.
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
strong environmental 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

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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
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B. Aerospace and Defense Industry

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(a)Electrical
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(b)Metals
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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:

  • (A) Major purchasers:

Information on major purchasing suppliers in the past two years

Unit: NT$thousand Unit: NT$thousand
Item 2022 2023
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

185,323

10.04
None Company
I

96,984
4.47
Other Other 1,659,872
89.96
- Other 2,073,875 95.53
Net
Purchase
1,845,195
100.00
- Net
Purchase
2,170,859 100.00

Explanation of reasons for increases and decreases: Mainly due to the company's procurement strategy and consideration of changes in market prices, there has been an increase or decrease in supplier purchases.

84

(B) Main sales customers:

Information on major sales customers in the past two years

Unit: NT$ thousand

project 2022 2023 2023

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
A
708,026
25.50
None Company A 827,474
24.24
None
2 Company
D
348,575
12.55
None Company D 390,275
11.43
None
3 Company
Q
24,021
0.87
None Company Q 378,190
11.08
None
4 Company
P
299,284
10.78
None Company P 138,158
4.05
None
5 Other 1,396,774
50.30
Other 1,680,274
49.20
Net sales 2,776,680
100.00
Net sales 3,414,371 100.00

Explanation of reasons for increases and decreases: Mainly due to changes in market and customer supply and demand, resulting in increases and decreases in sales to customers.

(C) Production value in the last two years

(C) Production value in the last two years (C) Production value in the last two years (C) Production value in the last two years (C) Production value in the last two years (C) Production value in the last two years
Numerical unit: NT$ thousand
Quantity unit: thousand units;
thousand PCS; thousand pieces
Year
Production
value
Major Products
2022
2023
Output
Output value
Output
Output value
Gaming and Industrial
Computers
3,316
885,950
206
910,837
Aerospace and Defense
Industry
6,364
2,260,371
3,121
2,896,291
Total
9,680
3,146,321
3,327
3,807,128
Year
Production
value
Major Products

2022
2023
Output Output value Output Output value
Gaming and Industrial
Computers
3,316 885,950 206 910,837
Aerospace and Defense
Industry
6,364 2,260,371 3,121 2,896,291
Total 9,680 3,146,321 3,327 3,807,128

85

(5) 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; thousand pieces
Numerical unit: NT$ thousand
Quantity unit: thousand units;
thousand PCS; thousand pieces
Numerical unit: NT$ thousand
Quantity unit: thousand units;
thousand PCS; thousand pieces
Numerical unit: NT$ thousand
Quantity unit: thousand units;
thousand PCS; thousand pieces
Year
Major
Products
2022 2023
Domestic sales Export Domestic sales Export
Quantity Value Quantity Value Quantity Value Quantity Value
Gaming and
Industrial
Computers
0 0 377 841,118 0 0 134 833,221
Aerospace and
Defense Industry
0 455 6,322 1,935,107 0 0 3,080 2,581,150
Total 0 455 6,699 2,776,225 0 0 3,214 3,414,371

86

  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 2022 2023 As of
March 31,2024
Employee
numbers
(people)
Direct
employees
449 421 423
Indirect
employee
281 274 265
R & D
personnel
1 1 1
total 731 696 689
Average age ( years old ) 40 42 41
Average years of service
(years)
8 9 7
Educational
distribution
ratio
(%)
Doctor 0 0 0
Master 1 2 2
College 15 15 15
High school 40 44 45
Below high
school
44 39 38
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

  • 87-

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 :

Employees are the company's most important assets, so the company attaches great importance to talent cultivation and pays attention to the future development of talents. In order to improve the quality and work skills of employees, strengthen work efficiency, quality and career planning, the company has formulated "education and training procedures" based on the needs of employees. .

First week of registration, new employees will be given instructions on company introduction, salary and benefits, attendance system and labor safety, etc., so that they can understand the company's relevant rules, systems, functions of each department and job functions, and learn the work requirements. basic knowledge . In terms of functional training: various educational trainings (including internal and external education and training), including general training, professional skills training, management ability training, quality management training, and safety and health training, are implemented from time to time for all employees to establish a complete skill development, Inspiration for employees’ self-growth .

In addition to its own education and training courses, the company also has external training and an internal lecturer system to continuously provide a more optimized and diversified learning environment, strengthen the work skills of colleagues, improve the quality of talents, and then reserve to respond to future market trends and environmental changes The energy and organizational competitiveness have increased even more .

  • (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.

  • 88-

  • (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.

  • (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".

For employees who are subject to this regulation, the company pays 6% of the salary to the employee's personal account of the Labor Insurance Bureau every month. The payment of employee pension is based on the employee's personal pension account and the amount of accumulated income. Or receive it as a lump sum pension

  • (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

  • 89-

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 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

The company has established a dedicated information security unit in accordance with the information security risk management framework, appointed information security supervisors and dedicated information security personnel , and regularly reviews information security policies and implementation.

  • (1) Information Security Organization: Establish the company's "Information Security Team" to be responsible for the prevention and crisis management of the company's information security.

  • (2) Information security organization members: The "Information Security Team" is composed of the general manager, information security director, information security personnel and heads of departments. It is responsible for coordinating and discussing information security policies, plans, resource scheduling and other matters. The meeting will be convened by the company’s information security manager.

  • (3) Information security organization meeting timing: In principle, one meeting will be held every year, and additional temporary meetings may be held as needed .

  • (4) The information security team meets once a year to review information security policies and management plans .

  • Information Security Policy

In order to ensure that the personnel, data, information systems, equipment and network security related to the company's information operations comply with the requirements of relevant laws and regulations, this information security policy is specially formulated to establish a safe and normal operating environment and ensure that the company's computers Data, system equipment and network security , ensuring the sustainable operation and operation of the company's business, including the company's personnel security management and education and training,

  • 90-

computer equipment security 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

    • (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.

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

    • (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.

    • (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.

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

    • (6) Overall information security systemic risk assessment and improvement: Through a third-party objective and professional information security platform or vendor, we assist the company in diagnosing information security vulnerabilities and risks, and provide improvement suggestions. The company will evaluate the information security risks and impact severity based on the Arrange relevant information security improvement work plans.

  2. Invest resources in information security management

    • (1) Regularly inspect the overall information system security and submit inspection reports .

    • (2) Inspection of personal computers and software .

    • (3) Annual information security education and training .

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

  4. 91-

7. Important contracts:

Contract
nature
Parties Contract Term Main content Limit
terms
Lease Proyectos y Construcciones Musa SA de
CV
2018/06/14~2029/12/13 Factory rental None
Lease Carlo Enrique Muzquiz Davila 2023/12/08~2034/12/31 Factory rental None
Lease Schnitzer Valley Freeway, LLC 2024/03/20-2027/04/30 Factory rental None
Lease 2722 S. FAIRVIEW PROPERTIES, LLC 2021/11/01~2028/10/31 Factory rental None
Lease PACIFIC SOTHEBY'S
INTERNATIONAL REALTY
2022/03/15~2025/12/31 Factory rental None
  • 92-

  • 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

Unit: NT$ thousand
Year
Item

2019
2020 2021 2022 2023
Current assets 589,179 419,746 259,704 387,396 233,988
Financial assets at fair
value through other
comprehensive income
10,160 48,448
Investments using the
equity method
2,233,392 2,080,806 2,098,268 2,328,589 2,569,639
Property, plant and
equipment
31,211 32,599 23,585 16,309 13,410
Intangible assets
Other assets 14,228 14,666 7,502 3,671 16,222
Total assets 2,868,010 2,547,817 2,389,059 2,746,125 2,881,707
Current
liabilities
before
allocation
725,644 780,423 1,128,622 758,557 378,202
after
allocation
890,097 821,536 1,169,737 809,903 417,554
Non-current liabilities 523,567 558,466 47,395 513,389 500,380
Total liabilities before
allocation
1,249,211 1,338,889 1,176,017 1,271,946 878,582
after
allocation
1,413,664 1,380,002 1,217,132 1,315,069 917,934
Attributable to
company
Owner's rights
the parent 1,618,799 1,208,928 1,213,042 1,474,179 2,003,125
Share capital 834,516 834,516 834,544 833,544 983,789
Capital reserve before
allocation
369,961 351,925 310,881 329,808 642,138
after
allocation
369,961 310,812 302,658 321,585 642,138
Retained
earnings
before
allocation
522,583 197,426 303,400 373,012 400,323
after
allocation
358,130 197,426 270,508 338,112 360,971
Other interests (76,537) (143,215) (204,059) (33,051) (23,125)
Treasury stock (31,724) (31,724) (31,724) (29,134)
Non-controlling interest
Shareholders'
equity
total amount
before
allocation
1,618,799 1,208,928 1,213,042 1,474,179 2,003,125
after
allocation
1,454,346 1,167,815 1,171,927 1,431,056 1,963,773

Note : Reviewed/audited by independent auditors.

  • 93-

B. Condensed consolidated balance sheet

Unit: NT$ thousand

Year
Item
Year
Item

2019
2020 2021 2022 2023
Current assets 5,339,949 1,602,851 1,526,637 1,999,206 2,122,070
Financial assets at fair
value through other
comprehensive
income
10,160 48,448
Investments using the
equity method
8,975 562,449 552,882 594,576 590,166
Property, plant and
equipment
1,775,379 179,967 177,594 154,899 133,121
Intangible assets 619,745 522,010 497,282 540,550 529,297
Other assets 489,190 171,323 247,575 231,339 211,999
Total assets 8,233,238 3,038,600 3,001,970 3,530,730 3,635,101
Current
liabilities
before
allocation
3,362,896 1,153,258 1,523,616 1,357,307 959,205
after
allocation
3,527,349 1,194,371 1,564,731 1,400,430 998,557
Non-current liabilities 1,023,352 676,414 265,312 699,244 672,771
Total
liabilities
before
allocation
4,386,248 1,829,672 1,788,928 2,056,551 1,631,976
after
allocation
4,550,701 1,870,785 1,830,043 2,099,674 1,671,328
Attributable to the
parent company
Owner's rights
1,618,799 1,208,928 1,213,042 1,474,179 2,003,125
Share capital 834,516 834,516 834,544 833,544 983,789
Capital
reserve
before
allocation
369,961 351,925 310,881 329,808 642,138
after
allocation
369,961 310,812 302,658 321,585 642,138
Retained
earnings
before
allocation
522,583 197,426 303,400 373,012 400,323
after
allocation
358,130 197,426 270,508 338,112 360,971
Other interests (76,537) (143,215) (204,059) (33,051) (23,125)
Treasury stock (31,724) (31,724) (31,724) (29,134)
non-controlling
interest
2,228,191
Sharehold
ers' equity
total
amount
before
allocation
3,846,990 1,208,928 1,213,042 1,474,179 2,003,125
after
allocation
3,682,537 1,167,815 1,171,927 1,431,056 1,963,773

Note : Reviewed/audited by independent auditors.

  • 94-

(3) Condensed un-consolidated comprehensive income statement

Unit: NT$ thousand Unit: NT$ thousand
Year
Item

2019
2020 2021 2022 2023
Operating income 943,270 360,033 208,730 82,345 78,170
Operating profit 123,306 30,085 7,491 (244) 1,484
Operating ( loss ) gain 13,195 (29,385) (39,786) (61,430) (46,084)
Non-operating income
and expenses
331,147 (112,599) 147,843 164,249 140,032
(Loss) before tax 344,342 (141,984) 108,057 102,819 93,948
Continuing business
unit
Net (loss) profit for the
period
326,325 (146,141) 106,306 99,513 80,320
Loss of closed units
Net (loss) profit for the
period
326,325 (146,141) 106,306 99,513 80,320
Other comprehensive
profit and loss for the
period
(46,645) (78,214) (61,176) 173,999 9,701
Total comprehensive
profit and loss for the
period
279,680 (224,355) 45,130 273,512 90,021
Net profit (loss)
attributable to
parent company owner
326,325 (146,141) 106,306 99,513 80,320
Net profit (loss)
attributable to
non-controlling
interests
The total
comprehensive profit
and loss is attributable
to the owner of the
parent company
279,680 (224,355) 45,130 273,512 90,021
Total comprehensive
profit or loss
attributable to
non-controlling
interests
Earnings (loss) per
share
4.02 (1.78) 1.29 1.21 0.87

Note: Reviewed/audited by independent auditors.

.

  • 95-

(4) Condensed consolidated statement of comprehensive income

Unit: NT$ thousand Unit: NT$ thousand
Year
Item

2019
2020 2021 2022 2023
Operating income 7,794,299 3,377,878 2,097,948 2,776,680 3,414,371
Operating profit 1,770,429 657,351 317,722 458,135 478,816
Operating ( loss ) gain (32,589) (111,611) (31,179) 88,918 157,108
Non-operating income
and expenses
230,420 (53,878) 130,767 18,823 (16,437)
(Loss) before tax 197,831 (165,489) 99,588 107,741 140,671
Continuing business unit
Net (loss) profit for the
period
121,017 (180,876) 106,306 99,513 80,320
Loss of closed units
Net (loss) profit for the
period
121,017 (180,876) 106,306 99,513 80,320
Other comprehensive
profit and loss for the
period
(67,302) (91,171) (61,176) 173,999 9,701
Total comprehensive
profit and loss for the
period
53,715 (272,047) 45,130 273,512 90,021
Net profit (loss)
attributable to
parent company owner
326,325 (146,141) 106,306 99,513 80,320
Net profit (loss)
attributable to
non-controlling interest
(205,308) (34,735)
The total comprehensive
profit and loss is
attributable to the owner
of the parent company
279,680 (224,355) 45,130 273,512 90,021
Total comprehensive
profit or loss attributable
to non-controlling
interests
(225,965) (47,692)
Earnings (loss) per share 4.02 (1.78) 1.29 1.21 0.87

Audited by independent auditors .

  • 96-

  • (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
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
2023 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 .

  • 97-

2. Financial analysis for the last five years

1. Unconsolidated financial analysis

Item Year Year
2019
2020 2021 2022 2023
Financial
structure
(%)
Liabilities to Assets Ratio 43.56 52.55 49.23 46.32 30.49
Ratio of long-term funds to
real estate, plant and
equipment
6,864.14 5,421.62 5,344.23 12,186.94 18,668.94
Solvency
(%)
Current Ratio 81.19 53.78 23.01 51.07 61.87
Quick ratio 62.97 32.82 22.16 50.89 61.60
Interest coverage ratio 18.38 (12.05) 12.32 7.16 12.92
Manageme
nt capacity
Accounts receivable
turnover rate(times)
3.47 2.27 6.22 1.97 1.91
Average cash collection
days
105 160 59 185 191
Inventoryturnover(times) 3.63 2.21 2.26 12.33 127.50
Payable turnover ratio
(times)
8.74 7.60 67.46 6.83 8.39
Average sales days 100 165 162 29 2
Turnover rate of real estate,
plant and equipment (times)
6.77 11.28 7.43 4.13 5.26
Total asset turnover(times) 0.31 0.13 0.08 0.03 0.03
Profitability Return on Assets (%) 11.38 (4.82) 4.93 4.97 3.38
Return on Equity (%) 21.39 (10.34) 8.78 7.41 4.62

Ratio of paid-in
capital (%)
business
interest
1.58 (3.52) (4.77) (7.37) (4.68)
net profit
before tax
41.26 (17.01) 12.95 12.34 9.55
Profit rate (%) 34.60 (40.59) 50.93 120.85 102.75
Earnings (loss) per share 4.02 (1.78) 1.29 1.21 0.87
Cash flow Cash flow ratio (%) 29.84 2.81 19.53 2.41 11.92
Cash flow allowable ratio
(%)
16.26 43.31 43.85 97.20
Cash reinvestment ratio(%) 0.69 12.90 0.39
Leverage Operating leverage 2.33 0.36 0.69 0.83 0.82
Financial leverage (1.80) 0.60 0.67 0.64 0.71
  • 98-

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

  1. The decrease in the ratio of liabilities to assets: mainly due to the decrease in total liabilities due to the repayment of bank borrowings.

  2. The increase in the ratio of long-term funds to real estate, plant and equipment: mainly due to the expansion of equity capital and increase in capital reserves caused by the conversion of convertible corporate bonds, resulting in an increase in total equity.

  3. The current ratio increased : mainly due to the decrease in current liabilities due to repayment of bank borrowings.

  4. The quick ratio increased : mainly due to the decrease in current liabilities due to the repayment of bank borrowings.

  5. The increase in interest coverage ratio was mainly due to the decrease in bank borrowing interest.

  6. Increase in inventory turnover rate : mainly due to inventory reduction.

  7. The increase in payables turnover rate (times): mainly due to the decrease in payables.

  8. The decrease in average sales days was mainly due to the increase in inventory turnover rate.

  9. The increase in the turnover rate of real estate, plant and equipment (times): mainly due to the decrease in real estate, plant and equipment.

  10. The return on assets decreased: mainly due to the increase in total assets.

  11. The return on equity decreased: mainly due to the increase in total equity.

  12. The increase in the ratio of operating profit to paid-in capital was mainly due to the decrease in net operating loss.

  13. The ratio of pre-tax net income to paid-in capital decreased: mainly due to the increase in paid-in capital.

  14. The decrease in earnings per share: mainly due to the decrease in profits and the expansion in equity capital.

  15. The increase in cash flow ratio: mainly due to the decrease in current liabilities.

  16. The increase in cash flow admissible ratio: mainly due to the increase in net cash inflow from operating activities in the past five years.

  17. The increase in cash reinvestment ratio: mainly due to the increase in net cash inflow from operating activities.

  18. 99-

2. Consolidated Financial Analysis

Item Year Year
2019
2020 2021 2022 2023
Financial
structure
(%)
Liabilities to Assets Ratio 53.27 60.21 59.59 58.25 44.89
Ratio of long-term funds to
real estate, plant and
equipment
274.33 1,047.60 832.43 1,403.12 2,010.12
Solvency
(%)
Current Ratio 158.79 138.98 100.20 147.29 221.23
Quick ratio 89.82 74.51 46.16 65.99 91.67
Interest coverage ratio 4.09 (3.73) 6.79 4.23 5.27
Manageme
nt capacity
Accounts receivable
turnover rate(times)
3.83 2.94 5.39 4.96 4.89
Average cash collection
days
95 124 68 73 74
Inventoryturnover(times) 2.23 1.64 2.12 2.18 2.30
Payable turnover ratio
(times)
9.85 7.97 12.97 10.23 9.90
Average sales days 164 222 172 167 158
Turnover rate of real estate,
plant and equipment (times)
4.26 3.46 11.73 16.70 23.71
Total asset turnover(times) 0.90 0.60 0.69 0.85 0.95
Profitability Return on Assets (%) 1.99 (2.61) 4.25 4.37 3.25
Return on Equity (%) 3.14 (7.16) 8.78 7.41 4.62
Ratio of paid-in
capital (%)
business
interest
(3.91) (13.37) (3.74) 10.67 15.97
net profit
before tax
23.71 (19.83) 11.93 12.93 14.30
Profit rate (%) 1.55 (5.35) 5.07 3.58 2.35
Earnings (loss) per share 4.02 (1.78) 1.29 1.21 0.87
Cash flow Cash flow ratio (%) 22.37 19.62 (4.84) (11.47) 11.52
Cash flow allowable ratio
(%)
27.39 46.39 34.76 14.91 65.11
Cash reinvestment ratio(%) 14.52 4.13 (10.79) (11.03) 3.31
Leverage Operating leverage (5.76) (0.25) (1.61) 2.04 1.60
Financial leverage 0.34 0.73 0.53 2.55 1.40
  • 100-
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 decrease in the ratio of liabilities to assets: mainly due to the decrease in total liabilities
due to the repayment of bank borrowings.
2. The increase in the ratio of long-term funds to real estate, plant and equipment: mainly due
to the expansion of equity capital and increase in capital reserves caused by the conversion
of convertible corporate bonds, resulting in an increase in total equity.
3. The current ratio increased : mainly due to the decrease in current liabilities due to
repayment of bank borrowings.
4. The quick ratio increased : mainly due to the decrease in current liabilities due to the
repayment of bank borrowings.
5. The increase in interest coverage ratio was mainly due to the increase in profits.
6. The increase in turnover rate of real estate, equipment and equipment (times): mainly due to
the increase in operating income.
7. Decline in return on assets: mainly due to decrease in profits.
8. The return on equity decreased: mainly due to the increase in total equity.
9. The increase in the ratio of operating profit to paid-in capital: mainly due to the increase in
operating net profit.
10. The decrease in net profit margin: mainly due to the decrease in profits and the increase in
revenue.
11. The decrease in earnings per share : mainly due to the decrease in profits and the increase in
equity capital.
12. The increase in cash flow ratio : mainly due to the increase in net cash inflow from
operating activities.
13. The increase in cash flow allowance ratio : mainly due to the increase in net cash inflow
from operating activities in the past five years.
14. The increase in cash reinvestment ratio : mainly due to the increase in net cash inflow from
operating activities.
15. The decrease in operating leverage : mainly reflects changes in operations and operating
profits.
16. The decrease in financial leverage : mainly reflects changes in operating and financial costs.
  • 101-

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. 102-

  29. 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 2023 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

2024 Annual General Meeting of Shareholders

Convener of Audit Committee:

Shen Zhenlin

  1. Individual financial report of the most recent year audited and certified by CPA: Please refer to pages 108 to 163 .

  2. Consolidated financial report audited and certified by CPA for the most recent year: Please refer to pages 164 to 227 .

  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. 103-

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

1. 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
2022
2023 Increase or decrease
Item Amount Amount Amount %
CurrentAssets 1,999,206 2,122,070 122,864 6.15
Financial Assets Measured At Fair Value
through Other Comprehensive Income
10,160 48,448 38,288 376.85
Investments UsingTheEquityMethod 594,576 590,166 (4,410) (0.74)
Property,Plant andEquipment 154,899 133,121 (21,778) (14.06)
IntangibleAssets 540,550 529,297 (11,253) (2.08)
Other Assets 231,339 211,999 (19,340) (8.36)
Total Assets 3,530,730 3,635,101 104,371 2.96
CurrentLiabilities 1,357,307 959,205 (398,102) (29.33)
Non-CurrentLiabilities 699,244 672,771 (26,473) (3.79)
Total Liabilities 2,056,551 1,631,976 (424,575) (20.65)
Share Capital 833,544 983,789 150,245 18.02
Capital Reserve 329,808 642,138 312,330 94.70
Retained Earnings 373,012 400,323 27,311 7.32
Other Interests (33,051) (23,125) 9,926 30.03
Treasury Stock (29,134) 0 29,134 100.00
Non-Controlling Interest 0 0 0 0
TotalShareholders' Equity 1,474,179 2,003,125 528,946 35.88
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 financial assets measured at fair value through other comprehensive gains
and losses : mainly due to new investments in marketable securities.
B.
Decrease in current liabilities: mainly due to repayment of bank borrowings.
C.
Total liabilities decreased: mainly due to repayment of bank borrowings.
D.
Increase in capital reserves: mainly due to the conversion of convertible corporate
bonds.
E.
Decrease in treasury stocks: mainly due to cancellation of treasury stocks.
F.
Increase in total shareholders' equity: Mainly due to the increase in share capital and
capital reserves caused by the conversion of convertible corporate bonds.

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)

(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.

  • 104-

  • Financial performance:

  • Financial performance analysis for the last two years:

Unit: NT$ thousand

Item 2022 2023 Increase
(decrease)
Amount
Change
ratio%
Operating income 2,776,680 3,414,371 637,691 22.97
Operating profit 458,135 478,816 20,681 4.51
Operating expenses 369,217 321,708 (47,509) (12.87)
Operating (loss) 88,918 157,108 68,190 76.69
Non-operating income
and expenses
18,823 (16,437) (35,260) (187.32)
Net (loss) profit before
tax
107,741 140,671 32,930 30.56
Income tax (8,228) (60,351) (52,123) (633.48)
Net (loss) profit for the
year
99,513 80,320 (19,193) (19.29)
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.
The increase in operating income was mainly due to the continued increase in
economic and industrial demand after the epidemic and the influx of new orders
from the national defense industry.
B.
The decrease in operating expenses was mainly due to expected credit
impairment reversal benefits and expense control.
C.
The increase in operating net profit was mainly due to the expansion of business
scale and cost control.
D.
The increase in non-operating net expenses was mainly due to the recognition of
reinvestment losses and exchange losses.
E.
The increase in pre-tax net profit was mainly due to the expansion of operating
operations and cost control.
F.
The increase in income tax expenses was mainly due to the increase in profits in
the current period and the addition of income tax adjustments in previous years.
G.
The decrease in net profit this year was mainly due to the increase in income
tax.
  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 2024, so it does not intend to disclose the expected sales volume.

  • 105-

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
143,828 110,467 (58,743) 195,552 Not
applicable
Not
applicable
  • (1) Business activities:

The net cash inflow was 110,467 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 58,743 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
195,552 85,336 (74,195) 206,693 - -

The company estimates that the net cash inflow from operating activities in 2024 will be 85,336 thousand, the net cash outflow from other activities for the whole year is expected to be 74,195 thousand, and the estimated remaining amount of cash is 206,693 thousand. There is no cash shortage expected in 2024.

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

  2. 106-

  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, 2023; unit: thousands of NT dollars/thousands of foreign currency

Reinvestment company Investment cost Book value Profit and loss
Efa TechnologyCo.,Ltd. 18,190
(2,696)
Parpro Holdings Co.,Ltd. USD
41,990

1,972,934

69,556
Anderson Industrial Corp. 470,758
555,457

(14,954)
Sogotec Precision Co.,Ltd. 85,304
34,709

(75,205)
AP Parpro,Inc. USD
18,522

613,203

(21,127)
Pilot(Las Vegas),Inc. USD
735

17,662

(8,211)
Parpro(Nevada), Inc. USD
3,676

88,322

(41,053)
ParproQuality, Inc. USD
23,955

1,255,017

115,198
Parpro Technologies, Inc. USD
23,500

1,255,017

115,198

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

Impact on the company's profit and loss
Unit: NT$ thousand
Iem 2023
Interest (income) expense 23,108
Exchange (loss) gain (1,714)
Ratio of net interest income to net revenue 0.68%
Ratio of net interest income to net profit before tax 16.43%
Ratio of net exchange gain and loss to net revenue (0.05%)
Ratio of net exchange gain and loss to net profit before tax (1.22%)
  • B.The company's future response measures

  • A. Changes in interest rates:

  • 107-

The company's ratio of net interest income and expenses to net revenue and pre-tax net income ratio for 2023 were 0.68 % and 16.43 % 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 ratio of net exchange profit and loss to net revenue and pre-tax net income ratio for 2023 were (0.05%) and (1.22%) respectively . The company has taken the following possible response measures:

  • 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 quota of capital loans to others are as follows:

  • (a) The company has a capital loan of US$2,000,000 to its subsidiary AP Parpro, Inc.

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

  • (3) Subsidiary Parpro Technologies, Inc. has a capital loan of US$2,800,000 to subsidiary Parpro (Nevada), Inc.

  • 108-

    • (4) Subsidiary Parpro Technologies, Inc. has a capital loan of US$10,100,000 to subsidiary AP Parpro, Inc.

    • (5) Subsidiary Parpro (Nevada) loan of US$1,000,000 to subsidiary AP Parpro, Inc.

  • C. Endorsement Guarantee : None.

  • D. Derivative commodity trading: None.

  • (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 based on customer demand and timely adjustments based on 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 Company continues to pay attention to changes in the domestic and international political and economic environment, important policies and laws, and analyzes and reviews their impact at any time . It also cooperates with the review and revision of the Company's important letters and orders issued by the competent authorities on corporate governance and risk control. Follow control mechanisms. It has been assessed that the aforementioned changes have no significant impact on the company's financial operations in 2023 and as of the date of publication of the annual report .

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

  • Since its establishment, the company has actively invested in product design, sales channels, and R&D innovation. In recent years, various new technologies have been continuously introduced, such as mobility services , big data applications, unmanned store self-service , etc. , cloud software services and other innovative applications, the company fully grasps the pulse of technology and industry, and introduces new product designs to provide innovative applications. Therefore, the product positioning is correct, coupled with flexible sales strategies and extensive market access, it is ahead of its competitors. The company's products are customized products, with a wide range of applications and flexible customization capabilities as competitive

  • 109-

niches, and can maintain stable profits. In terms of information security, internal and external audits are conducted every year to maintain the continued effectiveness of the management system. No major abnormalities occurred in 2012. It has been assessed that changes in technology, information security risks and industries have no significant impact on the company's financial operations in 2012 and as of the date of publication of the annual report.

  • (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

The company's purchase mainly considers factors such as procurement strategy and market price changes, so it diversifies its purchases from suppliers and there is no risk of centralized purchase.

The company's main sales customers account for about 10 to 25% of the revenue, and most of them are listed companies in North America. In addition, we have established very deep cooperative relationships with customers. For the company, orders and revenue The quality is relatively stable. In addition, in order to diversify 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, network communications, satellite networks, cloud computing and national defense applications. In the future, it will invest more resources to continue to develop new products. models and new customers.

  • (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.

  • 110-

  • Other important matters : None.

  • 111-

VIII. Special records

  1. Relevant information of related enterprises:

  2. (1) Affiliated business merger business report

    1. Relational enterprise map (March 31 , 2024)
Parpro Corporation.
100%
100% 20.86 % 4.73 %
Efa Technologies Anderson
Industrial
Corp.
Sogotec
Parpro Holdings. Co., Ltd.
Precision
Co.,Ltd.
Corporation.
100% Sogotec Precision
Co.,Ltd.
100%
2.39 % AP
Parpro,
Inc.
Pilot (Las Vegas),
Inc.
Parpro Quality, Inc.
Sogotec Precision
Co.,Ltd.
80% 20% 100%
Parpro
Technologies,Inc.
2. Basic
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
USD41,990
Investment holding
company.
Anderson Industrial
Corp.
1972.07.21 Taipei City 1,913,310



Non-metallic computer
numerical control
machining center .
Sogotec Precision
Co., Ltd.
1990.10.02 Taiwan 204,000




Manufacturing and
trading of electronic
machinery and
peripheral products
AP Parpro, Inc. 2012.10.31(Note) U.S. USD12,670




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 .
  • 112-

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 , 2024

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%
  • 113-
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

42
100%
Anderson
Industrial Corp.
Chairman Yunyong Investment Co.,
Ltd.
Representative
:
Liao
Wenjia


17,000
8.89%
Director Yunyong Investment Co.,
Ltd.
Representative : LinQiquan

17,000
8.89%
Director Yunyong Investment Co.,
Ltd.
Representative
:
Xu
Yonghao


17,000
8.89%
Director Yunyong Investment Co.,
Ltd.
Representative
:
Huang
Yixian


17,000
8.89%
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 - -
  • 114-
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%
  • 115-
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.

  • 116-

5. Overview of the operation of each affiliated company

December 31, 2023; 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 18,390 200 18,190 0 (933) (2,696) Not
applicable
Anderson Industrial
Corp..
1,913,310 4,108,172 1,710,257 2,397,915 1,017,726 (6,166) (14,954) (0.08)
Sogotec
Precision
Co., Ltd.
204,000 1,542,709 1,055,021 487,688 881,363 (37,238) (75,205) (3.70)
Parpro Holdings Co.,
Ltd.
USD41,990 USD64,905 USD650 USD64,255 0 (580) USD2,223 Not
applicable
Pilot (Las Vegas),
Inc.
USD982 USD580 USD5 USD575 0 0 (USD264) Not
applicable
Parpro Quality, Inc. USD23,500 USD40,873 0 USD40,873 0 0 USD3,698 Not
applicable
Parpro Technologies,
Inc.
USD23,500 USD48,794 USD7,920 USD40,874 USD44,413 USD4,481 USD3,698 Not
applicable
AP Parpro, Inc. USD12,670 USD32,184 USD12,318 USD19,866 USD58,594 USD205 (USD678) Not
applicable
Parpro
(Nevada),
Inc.
USD3,796 USD6,892 USD4,016 USD2,876 USD27,189 (USD627) (USD1,318) Not
applicable
  • 117-

(2) Consolidated financial statements of affiliated enterprises:

In 2023 (from January 1, 2023 to December 31, 2023), 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 stocks 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.

  • 118-

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

  6. 119-

subsidiaries) on December 31, 2023 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.

  1. 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.

  2. 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

YAN CONGQIAN Gerneral Manager

  • 120-

Independent Auditor’s Report

To PARPRO CORPORATION,

Audit opinion

We have audited the accompanying parent company only balance sheet of PARPRO CORPORATION (the “Company”) for the years ended December 31, 2023 and 2022 and the relevant parent company only statements of comprehensive income, changes in equity, and cash flows for the years then ended, and relevant notes, including a summary of significant accounting policies (collectively referred to as the “parent company only financial statements”).

In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the Company’s individual financial position as of December 31, 2023 and 2022 and for the years then ended, and its individual financial performance and cash flows for the years then ended in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for audit opinion

We conducted our audits in accordance with the Regulations Governing the Auditing and Attestation of Financial Statements by Certified Public Accountants and the auditing standards. Our responsibilities under those standards are further described in the “Auditor’s responsibilities for the audit of the parent company only financial statements” paragraph 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 have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that we have acquired enough and appropriate audit evidence to serve as the basis for our audit opinion.

Key audit matters

Key audit matters refer to the most vital matters in our audit of the Company’s parent company only financial statements for the year ended December 31, 2023 based on our professional judgment. These matters were addressed in our audit of the parent company only financial statements as a whole, and in forming our audit opinion. We do not express a separate opinion on these matters.

  • 121-

Key audit matters of the Company’s parent company only financial statements for the year ended December 31, 2023, are stated as follows: – ’ Authenticity of investments using the equity method operating revenue from subsidiaries

certain customers

The Company’s subsidiaries mainly sell gaming and industrial computers as well as aerospace and national defense products. In 2023, the amount of product revenue from certain customers changed significantly on a year-on-year basis; as we considered revenue recognition to bear a higher inherent risk of fraud and that the management might be pressured to achieve planned financial targets, we listed the authenticity of such revenue as a key audit matter.

We performed for the following audit procedures for the above matter:

  1. Learned about and tested the key internal control systems for the revenue and evaluated the design and implementation effectiveness;

  2. Obtained the statements of the account of the revenue, selected samples for testing of the details, and reviewing documents, such as orders, shipping orders, and invoices to confirm the authenticity of the revenue;

  3. Obtain the statements of the account of the revenue and selected samples to test if there was a significant difference in the write-offs and amounts of receivables to confirm the authenticity of the revenue.

Responsibilities of the management and the governing bodies for the parent company only financial statements

The management’s responsibilities are to prepare the parent company only financial statements with fair presentation in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and to maintain necessary internal control associated with the preparation in order to ensure that the parent company only financial statements are free from material misstatement arising from fraud or error.

In preparing the parent company only financial statements, the management is also responsible for assessing the ability of the Company in continuing as a going concern, disclosing relevant matters, and adopting the going concern basis of accounting unless the management intends to liquidate the Company or cease the operations without other viable alternatives.

The Company’s governing bodies (including the Audit Committee) are responsible for supervising the financial reporting process.

Auditor’s responsibilities for the audit of the parent company only financial statements

Our objectives are to obtain reasonable assurance on whether the parent company only financial statements as a whole are free from material misstatement arising from fraud or error and to issue an independent auditors’ report. Reasonable assurance is a high-level assurance but is not a guarantee that an audit conducted in accordance with the auditing standards will always detect a material misstatement when it exists. Misstatement may arise from frauds or error. If the amounts of misstatements, either separately or in aggregate, could reasonably be expected to influence the economic decisions of the users of the parent company only financial statements, they are considered material.

  • 122-

We have exercised our professional judgment and professional skepticism when performing the audit work in accordance with the auditing standards. We also performed the following tasks:

  1. Identified and assessed the risks of material misstatement arising from fraud or error within the parent company only financial statements; designed and executed countermeasures in response to said risks, and obtained sufficient and appropriate audit evidence to provide a basis for our opinion. Fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Therefore, the risk of not detecting a material misstatement resulting from fraud is higher than the one resulting from error.

  2. Understood the internal control related to the audit in order to design appropriate audit procedures under the circumstances, while not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

  3. Evaluated the appropriateness of accounting policies adopted and the reasonableness of accounting estimates and relevant disclosures made by the management.

  4. Concluded on the appropriateness of the management’s adoption of the going concern basis of accounting based on the audit evidence obtained and whether a material uncertainty exists for events or conditions that may cast significant doubt over the Company’s ability to continue as a going concern. If we are of the opinion that a material uncertainty exists, we shall remind users of the parent company only financial statements to pay attention to relevant disclosures in the said statements within our audit report. If such disclosures are inadequate, we need to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

  5. Evaluated the overall presentation, structure, and content of the parent company only financial statements (including relevant notes), and whether the parent company only financial statements adequately present the relevant transactions and events.

  6. Obtained sufficient and appropriate audit evidence concerning the financial information of entities within the Company, to express an opinion on the parent company only financial statements. We were responsible for guiding, supervising, and performing the audit and forming an audit opinion on the Company.

  7. 123-

The matters communicated between us and the governing bodies included the planned scope and times of the audit and material audit findings (including any material defects in internal control identified during the audit).

We also provided the governing bodies with a declaration that we have complied with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China regarding independence and communicated with them all relations and other matters that may possibly be regarded as detrimental to our independence (including relevant protective measures).

From the matters communicated with the governing bodies, we determined the key audit matters for the audit of the Company’s parent company only financial statements for the year ended December 31, 2023. We have clearly indicated such matters in the auditors’ report. Unless legal regulations prohibit the public disclosure of specific matters, or in extremely rare cases, where we decided not to communicate specific items in the auditors’ report for it could be reasonably anticipated that the negative effects of such disclosure would be greater than the public interest it brings forth.

Deloitte & Touche CPA Chen, Pei-Te

CPA Chen, Chun-Hung

Financial Supervisory Commission Approval Document No. Jin-Guan-Zheng-Shen-Zi No. 1080321204

Financial Supervisory Commission Approval Document No.

Jin-Guan-Zheng-Shen-Zi No. 0990031652

March 13, 2024

  • 124-

PARPRO CORPORATION

Parent Company Only Balance Sheet December 31, 2023 and 2022

Unit: NTD thousand

Code

1100
1110
1172
1200
1220
130X
1410
11XX

1517
1550
1600
1755
1840
1990
15XX
1XXX

Code

2100
2110
2120
2170
2219
2230
2250
2280
2320
2399
21XX

2530
2540
2570
2580
25XX
2XXX

3100
3200
3310
3320
3350
3300
3400
3500
3XXX
Assets
Current assets
Cash (Note 6)
Financial assets at fair value through profit or loss (Note 7)
Accounts receivable (Notes 9 and 23)
Other receivables (Note 23)
Current income tax assets
Inventory
Prepayments
Total current assets
Non-current assets
Financial assets at fair value through other comprehensive income
(Note 8)
Investments using the equity method (Notes 5 and 10)
Property, plant and equipment (Note 11)
Right-of-use assets (Note 23)
Deferred tax assets (Note 19)
Other non-current assets
Total non-current assets
Total assets
Liabilities and equity
Current liabilities
Short-term borrowings (Note 12)
Short-term notes payable
Financial liabilities at fair value through profit or loss (Note 7)
Accounts payable (Note 23)
Other payables (Notes 14 and 23)
Current income tax liabilities
Provisions
Lease liabilities (Note 23)
Long-term liabilities – current portion (Notes 12 and 13)
Other current liabilities (Notes 17 and 23)
Total current liabilities
Non-current liabilities
Corporate bonds payable (Note 13)
Long-term borrowings (Note 12)
Deferred tax liabilities (Note 19)
Lease liabilities (Note 23)
Total non-current liabilities
Total liabilities
Equity (Note 16)
Ordinary share capital
Capital surplus
Retained earnings
Legal reserve
Special reserve
Undistributed earnings
Total retained earnings
Other equity
Treasury shares
Total equity
Total liabilities and equity
December 31, 2023
Amount
%
$ 90,254
3
8
-
31,769
1
110,945
4
3
-
-
-
1,009

-
233,988

8
48,448
2
2,569,639
89
13,410
1
11,528
-
1,536
-
3,158

-
2,647,719
92
$ 2,881,707
100
$ 180,000
6
30,000
1
7,880
-
62
-
48,567
2
14,719
1
1,113
-
5,090
-
90,621
3
150

-
378,202
13
422,685
15
71,156
2
20
-
6,519

-
500,380
17
878,582
30
983,789
34
642,138
23
141,737
5
33,051
1
225,535

8
400,323
14

23,125)
(
1)
-

-
2,003,125
70
$ 2,881,707
100
December 31, 2022 December 31, 2022
Amount
$ 90,254
8
31,769
110,945
3
-
1,009

233,988

48,448
2,569,639

13,410
11,528
1,536
3,158

2,647,719

$ 2,881,707

$ 180,000
30,000
7,880
62
48,567
14,719
1,113
5,090
90,621
150

378,202

422,685

71,156
20
6,519

500,380

878,582

983,789

642,138

141,737
33,051
225,535

400,323


23,125)

-

2,003,125

$ 2,881,707
Amount
$ 47,896
-
49,986
286,267

3
454
2,790

387,396

10,160
2,328,589

16,309
521
1,211
1,939

2,358,729

$ 2,746,125

$ 470,000

-
11,954
18,218
80,669
-
1,113
532
130,041
46,030

758,557

463,567

47,827
1,995
-

513,389

1,271,946

833,544

329,808

131,486
137,381
104,145

373,012


33,051)


29,134)

1,474,179

$ 2,746,125
%
















(


















(
(

2
-
2
10
-
-

-
14
-
85
1
-
-

-
86
100
17
-
-
-
3
-
-
-
5

2
27
17
2
-

-
19
46
30
12
5
5

4
14
(
1)
(
1)
54
100

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

Chairman: Liao, Wen-Chia

Managerial Officer: Yen, Tsung-Chien

Chief Accounting Officer: Wu, Hsiu-Pi

  • 125-

PARPRO CORPORATION

Parent Company Only Statement of Comprehensive Income

December 31, 2023 and 2022

Unit: In NTD thousand, except for earnings per share in NTD

Code
4100
Operating revenue (Notes 17
and 23)
5110
Operating costs (Note 23)

5900
Gross profit (loss)

Operating expenses (Notes 9
and 18)
6100
Selling expense
6200
Administrative expenses
6450
Gain on reversal of
expected credit
impairment
6000
Total operating
expenses
6900
Net operating loss

Non-operating income and
expenses (Notes 18 and 23)
7100
Interest income
7010
Other income
7020
Other gains and losses
7050
Financial costs

7070
Share of profit and loss
of subsidiaries and
associates using the
equity method
7000
Total non-operating
income and
expenses
7900
Net income before tax
7950
Income tax expense (Note 19)
8200
Net income for 2023
2023

(Continued from the next page)

  • 126-

(Continued from the previous page)

Code
Other comprehensive income
8310
Items not reclassified to
profit or loss:
8316
Unrealized gains or
losses on
investment in
equity instruments
at fair value
through other
comprehensive
income
8330
Share of other
comprehensive
income of
subsidiaries and
associates using the
equity method
8360
Items that may be
reclassified
subsequently to profit
or loss:
8361
Exchange
Differences in
Translating the
Financial
Statements of
Foreign Operations
8300
Other comprehensive
income after tax
8500
Total comprehensive income
for 2023
Earnings per share (Note 20)
9750
Basic

9850
Diluted
2023 %
10
7

5)

12

115


2022
Amount
$ 8,306

5,432

4,037)

9,701

$ 90,021

$ 0.87
$ 0.73
Amount
( $ 7,300 )


9,144

172,155

173,999

$ 273,512

$ 1.21
$ 1.07
%


(





(

(
9 )
11
209
211
332

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

Chairman: Liao, Wen-Chia Managerial Officer: Yen, Tsung-Chien Chief Accounting Officer: Wu, Hsiu-Pi

  • 127-

PARPRO CORPORATION

Parent Company Only Statement of Changes in Equity

December 31, 2023 and 2022

Unit: NTD thousand

Code
A1
Balance as at January 1, 2022

Earnings distribution for 2021
B1
Legal reserve provided
B3
Special reserve provided
B5
Common stock cash dividends

Total earnings distributed

D1
Net income for 2022
D3
Other comprehensive income after tax for 2022
D5
Total comprehensive income for 2022

C5
Components of convertible corporate bonds
issued by the Company recognize in equity
C15
Cash distributed from the capital surplus
I1
Convertible corporate bonds converted
L3
Treasury shares canceled

Z1
Balance as at December 31, 2022
Earnings distribution for 2022
B1
Legal reserve provided
B17
Special reserve reversed
B5
Common stock cash dividends

Total earnings distributed

D1
Net income for 2023
D3
Other comprehensive income after tax for 2023
D5
Total comprehensive income for 2023

C5
Components of convertible corporate bonds
issued by the Company recognize in equity
I1
Convertible corporate bonds converted
L3
Treasury shares canceled

Z1
Balance as at December 31, 2023
Share capital
Ordinary share
capital
Share capital to be
registered
$ 834,516
$ 28

-
-
-
-

-

-


-

-

-
-

-

-


-

-

-
-
-
-

28
(
28 )
(
1,000)

-

833,544
-
-
-
-
-

-

-


-

-

-
-

-

-


-

-

-
-
161,495
-
(
11,250)

-

$ 983,789
$ -
Share capital
Ordinary share
capital
Share capital to be
registered
$ 834,516
$ 28

-
-
-
-

-

-


-

-

-
-

-

-


-

-

-
-
-
-

28
(
28 )
(
1,000)

-

833,544
-
-
-
-
-

-

-


-

-

-
-

-

-


-

-

-
-
161,495
-
(
11,250)

-

$ 983,789
$ -
Capital surplus
$ 310,881

-
-

-


-

-

-


-

28,740
(
8,223 )
-
(
1,590)

329,808
-
-

-


-

-

-


-

31,291
281,039

-

$ 642,138
Retained earnings Undistributed
earnings
$ 105,974

(
10,597 )
(
60,844 )
(
32,892)

(
104,333)

99,513

2,991


102,504

-
-
-

-

104,145

(
10,251 )
104,330
(
34,900)


59,179

80,320
(
225)


80,095

-
-
(
17,884)

$ 225,535
Other equity items
Exchange
Differences in
Translating the
Financial
Statements of
Foreign Operations
Unrealized gain
(loss) on financial
assets at fair value
through other
comprehensive
income
( $ 193,964 )
( $ 10,095 )

-
-
-
-

-

-


-

-

-
-

172,155
(
1,147)


172,155
(
1,147)

-
-
-
-
-
-

-

-

(
21,809 )
(
11,242 )

-
-
-
-

-

-


-

-

-
-
(
4,037)

13,963

(
4,037)

13,963

-
-
-
-

-

-

($ 25,846)
$ 2,721
Other equity items
Exchange
Differences in
Translating the
Financial
Statements of
Foreign Operations
Unrealized gain
(loss) on financial
assets at fair value
through other
comprehensive
income
( $ 193,964 )
( $ 10,095 )

-
-
-
-

-

-


-

-

-
-

172,155
(
1,147)


172,155
(
1,147)

-
-
-
-
-
-

-

-

(
21,809 )
(
11,242 )

-
-
-
-

-

-


-

-

-
-
(
4,037)

13,963

(
4,037)

13,963

-
-
-
-

-

-

($ 25,846)
$ 2,721
Treasury shares
( $ 31,724 )

-
-

-


-

-

-


-

-
-

-

2,590

(
29,134 )

-
-

-


-

-

-


-

-
-

29,134

$ -
Total equity
Exchange
Differences in
Translating the
Financial
Statements of
Foreign Operations
( $ 193,964 )

-
-

-


-

-

172,155


172,155

-
-
-

-

(
21,809 )

-
-

-


-

-
(
4,037)

(
4,037)

-
-

-

($ 25,846)
Ordinary share
capital
$ 834,516

-
-

-


-

-

-


-

-
-
28

(
1,000)

833,544
-
-

-


-

-

-


-

-
161,495
(
11,250)

$ 983,789
Legal reserve
$ 120,889

10,597
-
-

10,597

-
-

-

-
-
-
-

131,486
10,251
-

-

10,251

-
-

-

-
-
-

$ 141,737
Special reserve
$ 76,537

-

60,844


-


60,844

-

-


-

-
-
-

-

137,381
-

(
104,330 )

-

(
104,330)

-

-


-

-
-

-

$ 33,051





(




(





(











(
(






















(

(




(
(
(
(



(
(

(

(
(





(


(
(

(
(


(
(

(





(





(






(
(


(


(
(



$ 1,213,042
-
-

32,892)

32,892)
99,513
173,999
273,512
28,740

8,223 )
-
-
1,474,179
-
-

34,900)

34,900)
80,320
9,701
90,021
31,291
442,534
-
$ 2,003,125

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

Chairman: Liao, Wen-Chia

Managerial Officer: Yen, Tsung-Chien

Chief Accounting Officer: Wu, Hsiu-Pi

  • 128-

PARPRO CORPORATION

Parent Company Only Statement of Cash Flows December 31, 2023 and 2022

Unit: NTD thousand

Code
Net cash flow of operating activities
A10000
Net income before tax
A20010
Income and expenses
A20100
Depreciation expense
A20300
Gain on reversal of expected credit
impairment
A20400
Net (gain) loss on financial
instruments measured at fair
value through profit or loss
A20900
Financial costs
A21200
Interest income
A22400
Share of profit and loss of
subsidiaries and associates using
the equity method
A22500
Gain on disposal of property, plant
and equipment
A23700
Loss on inventory valuation loss and
obsolescence reversed
A24100
Unrealized foreign exchange gain
A24200
Loss on repayment of convertible
corporate bonds
A30000
Net changes in operating assets and
liabilities
A31150
Accounts receivable
A31180
Other receivables
A31200
Inventory
A31230
Prepayments
A32150
Accounts payable
A32180
Other payables
A32230
Other current liabilities
A33000
Cash inflow from operations
A33100
Interest received
A33300
Interest paid
A33500
Income tax (paid) refunded
AAAA
Net cash inflow from operating
activities
Net cash flow of investing activities
B00010
Financial assets at fair value through
other comprehensive income acquired
B02700
Property, plant and equipment acquired
B02800
Proceeds from disposal of property, plant
and equipment
2023
$ 93,948
8,334
-
(
7,834 )
18,459
(
2,000 )
(
58,770 )
-
(
749 )
(
2,511 )
-
18,476
11,107
1,203
1,781
(
18,161 )
33,260
(
45,880)
50,663
3,240
(
8,702 )
(
107)

45,094
(
29,982 )
(
1,500 )
-
2022
$ 102,819
10,539
(
835 )
4,003
35,013
(
1,506 )
(
93,012 )
(
108 )
(
2,367 )
(
27,377 )
6,175
(
12,424 )
(
49,799 )
10,989
(
2,217 )
12,170
(
1,945 )

45,760
35,878
1,651
(
19,247 )

13

18,295
(
17,460 )
-
108

(Continued from the next page)

  • 129-

(Continued from the previous page)

Code
B04300
Loans to subsidiaries
B04400
Loans to subsidiaries recovered
B06800
Decrease (increase) in other
non-current assets
B07600
Dividends from associates received
BBBB
Net cash inflows (outflows) from
investing activities
Net cash flow of financing activities
C00200
Decrease in short-term borrowings
C00500
Increase in short-term notes payable
C01200
Convertible corporate bonds issued
C01300
Convertible corporate bonds repaid
C01600
Long-term borrowings
C01700
Long-term borrowings repaid
C03700
Increase (decrease) in other payables
C04020
Lease principal repaid
C04500
Dividends paid to owners of the
Company
C05400
Equity in subsidiary acquired
C09900
Capital contribution returned for
subsidiary’s capital reduction
CCCC
Net cash inflows (outflows) from
financing activities
DDDD Effect of exchange rate changes on cash
EEEE
Net increase (decrease) in cash
E00100 Opening balance of cash
E00200 Ending balance of cash
2023
$ -
165,495
(
1,219 )

3,990
136,784
( 290,000 )
30,000
394,488
-
100,000
(
85,105 )

(
65,000 )
(
3,865 )
(
34,900 )
( 184,875 )

-
(139,257)
(
263)
42,358

47,896
$ 90,254
2022
( $ 150,862 )
-
348

3,990
(163,876)
(
60,000 )
-
494,409
( 425,500 )
70,000
( 101,036 )
65,000
(
3,308 )
(
41,115 )
-

40,000

38,450

9,539
(
97,592 )
145,488
$ 47,896

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

Chairman: Liao, Wen-Chia Managerial Officer: Yen, Tsung-Chien Chief Accounting Officer: Wu, Hsiu-Pi

  • 130-

PARPRO CORPORATION

Notes to Parent Company Only Financial Statements

December 31, 2023 and 2022

(In NTD thousand, unless stated otherwise)

I. Company History

PARPRO CORPORATION (hereinafter referred to as the “Company”) was incorporated on December 27, 2001, mainly engaging in the processing of motherboards for security control and communications as well as the manufacturing and sales of industrial computers and gaming machines.

The Company’s stock was approved by the Securities and Futures Bureau (SFB), Financial Supervisory Commission (FSC) in December 2009 for the retroactive procedures for public offering and trading at Taipei Exchange (TPEx), and was listed on Taiwan Stock Exchange (TWSE) on November 21, 2013.

The parent company only financial statements are presented in the Company’s functional currency, i.e. New Taiwan dollar (NTD).

II. Date and Procedures for Approval of Financial Statements

The parent company only financial statements were published after being approved by the Board of Directors on March 13, 2024.

III. Application of New and Revised Standards and Interpretation

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

The application of the IFRS Accounting Standards endorsed and issued into effect by the FSC does not cause a material change in the Company’s accounting policies.

  • (II) Application of the IFRS Accounting Standards endorsed by FSC in 2024

Effective date announced New/amended/revised standards or interpretation by IASB (Note 1) Amendments to IFRS 16, “Lease Liability in a Sale January 1, 2024 (Note 2) and Leaseback”

Amendments to IAS 1 “Classification of Liabilities January 1, 2024 as Current or Non-current” Amendments to IAS 1 “Non-current Liabilities with January 1, 2024 Covenants” Amendments to IAS 7 and IFRS 7 “Supplier January 1, 2024 (Note 3) Financing Arrangements”

  • Note 1: Unless otherwise noted, the above new/revised/amended standards and interpretations take effective in their respective annual reporting periods beginning on or after their respective dates.

  • 131-

  • Note 2: The seller and lessee shall apply the amendments to IFRS 16 retrospectively to the sale and leaseback carried out after the date of initial application of IFRS 16.

  • Note 3: When the amendments apply for the first time, some requirements for disclosures are exempted.

By the time the parent company only financial statements were approved to be released, the Company confirmed that the amendments to the above standards and interpretations would not cause a material impact on its financial position and financial performance.

(III) The IFRS Accounting Standards released by the IASB but not yet endorsed and issued into effect by the FSC

issued into effect by the FSC
New/amended/revised standards or interpretation
Amendment to IFRS 10 and IAS 28, “Sale or
Contribution of Assets between an Investor and its
Affiliate or Joint Venture.”
IFRS 17 “Insurance Contracts”
Amendments to IFRS 17
Amendments to IFRS 17 “Initial Application of IFRS
17 and IFRS 9 – Comparative Information”
Amendments to IAS 21 “Lack of Exchangeability”
Effective date announced
byIASB(Note1)
To be determined
January 1, 2023
January 1, 2023
January 1, 2023
January 1, 2025 (Note 2)
  • Note 1: Unless otherwise noted, the above new/revised/amended standards and interpretations take effective in their respective annual reporting periods beginning on or after their respective dates.

  • Note 2: It applies to the annual reporting periods starting on or after January 1, 2025. When the amendments apply for the first time, the effect will be recognized in retained earnings on the first-time application date. When the Company adopts a non-functional currency as the presentation currency, the effects will be reclassified as the exchange differences arising from the translation of the financial statements of foreign operations under equity on the first-time application date.

As of the date of issuance of this individual financial report, the Company still continued to evaluate the effect of the amendments to other standards and interpretations on its financial position and financial performance, and the relevant effects will be disclosed when the evaluation is completed.

IV. Summary of Significant Accounting Policies

  • (I) Statement of compliance

The parent company only financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

(II) Basis for preparation

The parent company only financial statements were prepared on a historical cost basis, except for financial instruments measured at fair value.

  • 132-

The fair value measurement is classified into three levels based on the observability and significance of relevant inputs:

  1. Level 1 inputs: Quoted (unadjusted) prices in active markets for identical assets or liabilities on the measurement date.

  2. Level 2 inputs: Inputs, other than quoted market prices within level 1 that are observable, either directly (i.e. prices) or indirectly (derived from prices) for assets or liabilities.

  3. Level 3 inputs: Unobservable inputs for assets or liabilities.

When the Company prepared the parent company only financial statements, it adopted the equity method to account for the investments in its subsidiaries and associates. To ensure that the amounts of this year’s profit and loss, other comprehensive income, and equity in the parent company only financial statements are the same as this year’s profit and loss, other comprehensive income, and equity attributable to the owners of the Company in the consolidated financial statements, adjustments were made to the investments using the equity method, the share of profit and loss on subsidiaries and associates using the equity method, the share of other comprehensive income of subsidiaries and associates using the equity method, as well as relevant equity items, as appropriate, in the parent company only financial statements to account for differences arising from accounting treatments between the parent company only basis and the consolidated basis.

  • (III) Criteria for 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 12 months after the balance sheet date; and

  3. Cash.

Current liabilities include:

  1. Liabilities held primarily for the purpose of trading;

  2. Liabilities due to be settled within 12 months after the balance sheet date; and

  3. Liabilities with a repayment deadline that cannot be unconditionally deferred for at least 12 months after the balance sheet date.

Assets and liabilities that are not classified as current are classified as non-current.

(IV) Foreign currencies

When the Company prepares the parent company only financial statements, transactions in currencies other than the Company’s functional currency (foreign currencies) are converted into the functional currency at the exchange rate prevailing on the transaction date.

  • 133-

On each balance sheet date, monetary items denominated in foreign currencies are translated at the rates prevailing on that date. Exchange differences on monetary items arising from settlement or translation are recognized in profit or loss in the year in which they arise.

When the parent company only financial statements are prepared, the assets and liabilities of foreign operations (including subsidiaries and associates operating in a country or using a currency different from that of the Company) are translated into NTD at the exchange rate prevailing on each balance sheet date. Income and expense items are translated at the year’s average exchange rate, and the resulting exchange differences are recognized in other comprehensive income.

(V) Inventory

Inventories are finished goods. The values of inventories are determined at cost or net realizable value, whichever is lower. The comparison of the cost and the net realizable value is based on individual items except for inventories of the same category. The net realizable value is the estimated selling price in the ordinary course of business, less the estimated cost of completion and the estimated costs necessary to make the sale. The costs of inventories are calculated using the weighted average method.

(VI) Investment in subsidiaries

The Company adopts the equity method to account for its investments in subsidiaries.

A subsidiary is an entity that is controlled by the Company.

Under the equity method, investments are initially recognized at cost and adjusted thereafter to recognize the Company’s share of the profit or loss and other comprehensive income of its subsidiaries. In addition, changes in the Company’s ownership of its subsidiaries’ other equity are recognized based on its shareholdings.

The amount by which the acquisition cost exceeds the Company’s share of the net fair values of a subsidiary’s identifiable assets and liabilities that constitute its business on the acquisition date is recognized in goodwill. This goodwill is included in the carrying amount of the investment and cannot be amortized. The amount by which the Company’s share of the net fair values of a subsidiary’s identifiable assets and liabilities that constitute its business on the acquisition date exceeds the acquisition cost is recognized in the year’s income.

When the Company assesses the impairment, it considers the cash-generating unit as a whole in the financial statements and compares its recoverable amount with the carrying amount. If the recoverable amount of an asset increases subsequently, the reversal of the impairment loss shall be recognized in gains, but the carrying amount of the asset after the reversal of the impairment loss shall not exceed the carrying amount of the asset, less amortization, without impairment loss recognized. The impairment loss attributable to goodwill may not be reversed after the balance sheet date.

  • 134-

The unrealized profit or loss on downstream transactions between the Company and its subsidiaries are eliminated in the parent company only financial statements. Profit or loss on upstream and lateral transactions between the Company and its subsidiaries is recognized in the parent company only financial statements only to the extent that it does not affect the Company’s equity in the subsidiaries.

  • (VII) Investments in associates

An associate is an entity over which the Company has significant influence and is not a subsidiary.

The Company adopts 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. In addition, the Company recognizes the changes in the equity it holds in its associates in proportion to its shareholdings.

The amount by which the Company’s share of an associate’s net fair values of the identifiable assets and liabilities on the acquisition date exceeds the acquisition cost is recognized in the year’s profit or loss.

When the Company assesses the impairment, it takes the carrying amount of the entire investment as a single asset, compares its recoverable amount with the carrying amount, and performs an impairment test, and the impairment loss recognized is not apportioned to any assets that form part of the carrying amount of the investment. Any reversal of impairment losses is recognized to the extent of a subsequent increase in the recoverable amount of the investment.

  • (VIII) Property, plant and equipment

Property, plant and equipment are recognized at cost and, subsequently, measured at cost, less accumulated depreciation.

Property, plant and equipment are depreciated using the straight-line method over their useful lives. Each significant part is depreciated separately. The Company conducts at least one annual review at the end of each year to assess the estimated useful life, residual value, and depreciation methods, while applying the effect of changes in accounting estimates prospectively.

When property, plant and equipment are derecognized, the difference between the net disposal proceeds and the carrying amount of the asset is recognized in loss or profit.

  • (IX) Impairment of property, plant and equipment, right-of-use assets, and intangible assets

The Company assesses if there are any signs of potential impairment of property, plant and equipment, right-of-use assets, and intangible assets at each balance sheet date. If there is any sign of impairment, an estimate is made of its recoverable amount. If it is not unable to determine the recoverable amount of an asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

  • 135-

The recoverable amount is the fair value, less cost of sales or its value in use, whichever is higher. If the recoverable amount of an asset or the cash-generating unit is lower than its carrying amount, the carrying amount is reduced to the recoverable amount, and the impairment loss is recognized in profit or loss.

When the impairment loss is subsequently reversed, the carrying amount of the asset or the cash-generating unit is increased to the revised recoverable amount, provided that the increased carrying amount should not exceed the carrying amount (less amortization or depreciation) of the asset or cash-generating unit which was not recognized as impairment loss in prior years. The reversal of the impairment loss is recognized in profit or loss.

  • (X) Financial instruments

Financial assets and financial liabilities are recognized in the parent company only balance sheet when the Company becomes a party to the contractual provisions of the instruments.

Financial assets and financial liabilities not at fair value through profit or loss are measured at fair value plus transaction costs directly attributable to the acquisition or issuance of financial assets or financial liabilities. The transaction costs directly attributable to the acquisition or issuance of financial assets or financial liabilities at fair value through profit or loss is immediately recognized in profit or loss.

1. Financial asset

Regular trading of financial assets shall be recognized and derecognized in accordance with trade date accounting.

(1) Measurement types

Financial assets held by the Company are those measured at amortized cost and investments in equity instruments measured at fair value through other comprehensive income.

  • A. Financial assets measured at amortized cost

When the Company’s investments in financial assets meet the following two conditions simultaneously, they are classified as financial assets measured at amortized cost:

  • a. which the objective is to collect contractual cash flows by holding the financial assets; and

  • b. The cash flows on specific dates specified in the contractual terms are solely payments of the principal and interest on the principal amount outstanding.

  • 136-

After initial recognition, the assets (including cash and cash equivalents, accounts receivable, and other receivables) are measured at the amortized cost of the total carrying amount determined using the effective interest method, less any impairment loss, and any foreign currency exchange differences are recognized in profit or loss.

  • Interest revenue is calculated by multiplying the effective interest

  • rate by the total carrying amount of financial assets:

  • B. Investment in equity instruments at fair value through other comprehensive income

The Company may, upon initial recognition, make an irrevocable election to designate as at fair value through other comprehensive income the investments in equity instruments that are not held for trading and the ones that are not recognized by an acquirer in a business combination or with the contingent consideration.

Investments in an equity instrument measured at fair value through other comprehensive income are measured at fair value, and any subsequent fair value changes are recognized in other comprehensive income and accumulated in other equity. Upon disposal of investments, cumulative gain or loss is directly transferred to retained earnings and is not reclassified to profit or loss.

Dividends of investments in equity instruments measured at fair value through other comprehensive income are recognized in profit or loss when the Company’s right to receive dividends is established unless such dividends clearly represent the recovery of a part of the investment cost.

(2) Impairment of financial assets

The Company assesses the impairment loss of financial assets measured at amortized cost (including notes and accounts receivable) based on the expected credit loss on each balance sheet date.

An allowance for losses on accounts receivable is recognized based on expected credit losses during the duration. Other financial assets are first assessed based on whether the credit risk has increased significantly since the initial recognition. If there is no significant increase in the risk, an allowance for losses is recognized at an amount equal to 12-month expected credit losses. If the risks have increased significantly, an allowance for losses is recognized at an amount equal to lifetime expected credit losses.

The expected credit losses refer to the weighted average credit loss with the risk of default as the weight. The 12-month expected credit losses represent the expected credit losses from possible defaults of a financial instrument within 12 months after the reporting date. The lifetime expected credit losses represent the expected credit losses from all possible defaults in a financial instrument over the expected life of a financial instrument.

All impairment losses on financial assets are reduced to their carrying amounts through an allowance account for losses.

  • 137-

(3) Derecognition of financial assets

The Company derecognizes a financial asset when the contractual rights to the cash inflow from the financial asset expire or when it transfers the financial assets 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 consideration received is recognized in profit or loss. When an investment in equity instrument at fair value through other comprehensive income in its entirety is derecognized, the cumulative profit or loss is transferred directly to retained earnings and is not reclassified to profit or loss.

2. Financial liabilities

  • (1) Subsequent measurement

All financial liabilities are measured at amortized cost in the effective interest method.

(2) Derecognition of financial liabilities

The difference between the carrying amount of financial liabilities derecognized and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.

3. Convertible corporate bonds

The convertible corporate bonds issued by the Company are based on the substance of the contractual agreement and the definitions of financial liabilities and equity instruments, and components of the bonds are classified as financial liabilities and equity upon initial recognition.

Upon initial recognition, the fair values of the components of liabilities are estimated with the current market interest rate for similar non-convertible instruments and measured at amortized cost in the effective interest method before conversion or the maturity date. Liability components, which are embedded non-equity derivatives, are measured at fair value.

The right to convert bonds classified as equity is equal to the remaining amount of the overall fair value of the composite instrument minus the separately determined fair value of the liability component. It is recognized as equity after deducting the impact of income tax and is not subsequently measured. When the right to convert bonds is exercised, its relevant components of liabilities and the amounts under equity will be reclassified to share capital and capital surplus – issuance at premium. If the right to convert convertible corporate bonds has not been exercised on the maturity date, the amount recognized in equity will be reclassified to capital surplus – others.

  • 138-

Transaction costs related to the issuance of convertible corporate bonds are apportioned to the components of liabilities and equity of the instrument in proportion to the total price.

  • (XI) Revenue recognition

After the Company identifies its performance obligations in contracts with clients, it allocates the transaction costs to each obligation in the contracts and recognizes revenue upon completion of performance obligations.

Merchandise sales revenue

The merchandise sales revenue is from gaming and sales of industrial computers. The revenue from the products sold by the Company is recognized when the products are shipped out according to the contract, at which the Company recognizes the amount in accounts receivable.

When supplying materials for outsourced processing, as the control of the ownership of the processed products has not been transferred, it is not recognized in revenue when the materials are supplied out.

  • (XII) Borrowing costs

Borrowing costs are recognized in profit or loss when arise.

  • (XIII) Employee benefits

  • Short-term employee benefits

Relevant liabilities for short-term employee benefits are measured by the non-discounted amount expected to be paid in exchange for employee services.

  1. Post-employment benefits

For pension under a defined contribution plan, the amount of pension contributed is recognized in expenses during employees’ service period.

(XIV) Income tax

Income tax expense is the sum of the current income tax and deferred income tax.

1. Current income tax

The Company determines the current income (loss) in accordance with the Income Tax Act of the Republic of China and calculates the income tax payable (recoverable) accordingly.

  • 139-

A surtax is imposed on the undistributed earnings pursuant to the Income Tax Act of the Republic of China is recognized by a resolution of the shareholders’ meeting.

Adjustment to income tax payable from prior years are recognized in the current income tax.

2. Deferred tax

Deferred tax is calculated based on the temporary differences between the carrying amount of assets and liabilities,

and the corresponding tax bases used in the computation of taxable income. All taxable temporary differences are generally in deferred tax liabilities, and deferred tax assets are recognized when it is probable that future taxable income will be available against the income tax credits arising from the deductible temporary differences and carryforward of the unused losses.

Taxable temporary differences associated with investments in subsidiaries are recognized in deferred liabilities, except where the Company is able to control the reversal of the temporary difference and it is probable that the said temporary difference will not be reversed in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable income will be available to allow all or part of the asset to be recovered. A previously unrecognized deferred tax asset is also reviewed at each balance sheet date, and its carrying amount will be increased as it has become probable that future taxable income will allow all or part of the asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates in the year in which the liabilities are expected to be settled or assets realized, based on tax rates and tax laws that have been enacted or substantively enacted at the balance sheet date. 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 balance sheet date, to recover or settle the carrying amount of its assets and liabilities.

3. Current and deferred income taxes

Current and deferred taxes are recognized in profit or loss. However, the current and deferred income taxes related to items recognized in other comprehensive income or directly included in equity are recognized in other comprehensive income or directly included in equity.

  • 140-

V. Significant Accounting Judgments and Estimations, and Main Sources of Assumption Uncertainties

When the Company adopts accounting policies, the management is required to make judgments, estimates and assumptions that are based on historical experience and other factors that are not readily apparent from other sources. Actual results may differ from the estimates.

The management will continue to review the estimates and basic assumptions. If a revision of an estimate affects only the current year, it is recognized in the period in which it is revised. If a revision of an accounting estimate affects both the current period and future periods, it is recognized in the period in which it is revised and in the future periods.

– Significant accounting judgment judgment of associates with a significant influence

The Company holds 20.86% of the voting rights in Anderson Industrial Corp. as the single largest shareholder. Based on the number and distribution of voting rights held by other shareholders, their shareholdings are not extremely dispersed, and considering the votes they cast at the prior shareholders’ meetings, they do not act passively. The Company cannot appoint more than half of the members of the governing body of the company, so the Company cannot lead the company’s relevant activities and, therefore, has no control over it. The Company’s management believes that the Company has only significant influence on Anderson Industrial Corp., so it is listed as an associate of the Company.

Estimations and main sources of assumption uncertainties

Estimation of goodwill impairment of investment in subsidiaries

When the Company assesses if the goodwill generated from acquisition of a subsidiary is impaired, it is necessary to estimate the value in use of the cash-generating units to which the goodwill is apportioned. To calculate value in use, the management should estimate the future cash flows estimated to be generated from the cash-generating units and determine the appropriate discount rate used to calculate the present value. If actual cash flows are less than estimated, or changes in facts and circumstances cause future cash flows to be revised downward or the discount rate upwards, significant impairment losses may arise.

VI. Cash

Cash
Check and demand deposits
Cash on hand and working capital
December 31, 2023
$ 90,141

113
$ 90,254
December 31, 2022




$ 47,783
113
$ 47,896
  • 141-

VII. Financial instruments at fair value through profit or loss

Financial asset
Held for trading
Derivatives
- right of
redemption/put option
Financial liabilities
Held for trading
Derivatives
- right of
redemption/put option
December 31, 2023
$ 8
$ 7,880
December 31, 2022 December 31, 2022


$ -
$ 11,954

VIII. Financial assets at fair value through other comprehensive income

Investment in equity instruments
Domestic investment
TWSE-listed stocks
Unlisted stocks
December 31, 2023
$ 18,466

29,982
$ 48,448
December 31, 2022 December 31, 2022




$ 10,160
-
$ 10,160

The Company invests in the above ordinary shares for medium- and long-term strategic purposes and estimates to make profits through such long-term investments. The Company’s management believes that including the short-term fair value fluctuations of such investments in profit or losses is inconsistent with the above long-term investment plan and, therefore, elects to designate the investments to be measured as at fair value through other comprehensive income.

IX. Accounts receivable

Accounts receivable
Measured at amortized cost
Total carrying amount
December 31, 2023
$ 31,769
December 31, 2022
$ 49,986

The Company’s average credit period for merchandise sales is 30 to 180 days.

The Company recognizes an allowance for losses on accounts receivable at the expected credit losses during the duration. The expected credit losses during the duration are based on each customer’s past payment collection records, the increase in delayed payments beyond the average credit period, as well as their past default records and current financial position and the economic conditions in their industries. Based on the Company’s history of credit losses, as there was no significant difference in the loss patterns among different groups of customers, customers were not further grouped, and only expected credit loss ratio was set based on the number of days of the credit period for accounts receivable.

If there is evidence that the counterparty is facing serious financial difficulties and the Company cannot reasonably expect to recover the amount, the Company directly

  • 142-

writes off the relevant accounts receivable but will continue to try to collect the receivable. The recovered amount is recognized in profit or loss.

The allowances for losses on accounts receivable are as follows:

December 31, 2023

December 31, 2023
Deferred tax assets
Total carrying amount

Allowances for losses
(expected credit losses
during the duration)
Amortized cost

December 31, 2022
Deferred taxassets
Total carrying amount

Allowances for losses
(expected credit losses
during the duration)
Amortized cost
Fewer than
180 days
$ 17,851

-

$ 17,851

Fewer than
180 days
$ 25,060

-

$ 25,060
181–365 days

$ -

-

$ -

181–365 days

$ 6,193

-

$ 6,193
366 days or
beyond
$ 13,918

-

$ 13,918

366 days or
beyond
$ 18,733

-

$ 18,733
Total


$ 31,769
-
$ 31,769
Total








$ 49,986
-
$ 49,986

The above is an aging analysis based on the account opening dates.

Information on changes in allowances for losses on accounts receivable is as follows:

follows:
Opening balance
Reversal during this year
Ending balance
2023
$ -
-
$ -
2022



(
$ 835

835)
$ -

X. Investments using the equity method

Investments using the equity method
Investment in subsidiaries
Investments in associates
December 31, 2023
$ 1,991,124

578,515
$ 2,569,639
December 31, 2022




$ 1,747,415
581,174
$ 2,328,589
  • 143-

(I) Investment in subsidiaries

December 31, 2023 December 31, 2022

Unlisted stocks
Efa Technologies
Corporation (“Efa
Technologies”)

Parpro Holdings Co., Ltd.

$ 18,190

1,972,934

$ 1,991,124
$ 20,840
1,726,575
$ 1,747,415

The Company’s percentage of ownership and voting rights in the subsidiaries on the balance sheet date are as follows:

the balance sheet date are as follows:
Efa Technologies
Parpro Holdings Co., Ltd.
December 31, 2023
100%
100%
December 31, 2022
100%
100%
  • (II)

Investments in associates

Investments in associates
Material enterprises
Anderson Industrial Corp.
Associates that are not
individually material
December 31, 2023
$ 555,457

23,058
$ 578,515
December 31, 2022




$ 554,651

26,523
$ 581,174

Material enterprises are as follows:

Percentage of ownership and voting rights

Name of
company
Nature of business
Non-metal computer
numerical control
machining
centers, PCB
electronic
machinery, cutting
tools, and boards
Principal
business
premises
Taiwan
December 31,
2023
20.86%
December 31,
2022
Anderson
Industrial
Corp.
20.86%
  1. Investments using the equity method and the Company’s share of profit and loss and other comprehensive income of the associates are recognized based on the financial reports for the same periods audited by certified public accountants (CPAs).

  2. Information of associates with level 1 fair value (quoted prices in active markets) is as follows:

Name of company December 31, 2023 December 31, 2022 Anderson Industrial Corp. $ 458,902 $ 405,031

  • 144-

XI. Property, plant and equipment

XI. Property, plant and equipment
XII.
(I)
Machine and
equipment
Other equipment
Total
Costs
Balance as at January 1, 2022 $ 147,849
$ 10,611
$ 158,460
Disposal

-
(
850)
(
850)
Balance as at December 31,
2022
$ 147,849
$ 9,761
$ 157,610
Accumulated depreciation
Balance as at January 1, 2022 $ 125,102
$ 9,773
$ 134,875
Disposal
-
(
850 )
(
850 )
Depreciation expense

6,694

582

7,276
Balance as at December 31,
2022
$ 131,796
$ 9,505
$ 141,301
Net amount as at December
31, 2022
$ 16,053
$ 256
$ 16,309
Costs
Balance as at January 1, 2023 $ 147,849
$ 9,761
$ 157,610
Additions
-
1,500
1,500
Disposal

-
(
724)
(
724)
Balance as at December 31,
2023
$ 147,849
$ 10,537
$ 158,386
Accumulated depreciation
Balance as at January 1, 2023 $ 131,796
$ 9,505
$ 141,301
Disposal
-
(
724 )
(
724 )
Depreciation expense

4,058

341

4,399
Balance as at December 31,
2023
$ 135,854
$ 9,122
$ 144,976
Net amount as at December
31, 2023
$ 11,995
$ 1,415
$ 13,410
Depreciation expenses are calculated on a straight-line basis over their estimated
useful lives as shown in the following:
Machine and equipment
8 years
Other equipment
3–8 years
Borrowings
Short-term borrowings
December 31, 2023
December 31, 2022
Unsecured borrowings
Bank loans
$ 180,000
$ 470,000
Range of interest rates
1.96%–2.44%
1.80%–2.18%
  • 145-

(II) Long-term borrowings

Long-term borrowings
Unsecured borrowings
Bank loans
Less: Current portions
Long-term borrowings
Range of interest rates
Last due date
Corporate bond payable
Domestic unsecured convertible
corporate bonds
Less: Discount of corporate bonds
payable
Current portions
Total corporate bond payable
December 31, 2023
$ 121,234
(
50,078)
$ 71,156
2.35%–2.84%
August 2026
December 31, 2023
$ 506,300
(
43,072 )
(
40,543)
$ 422,685
December 31, 2022
$ 106,338
(
58,511)
$ 47,827
2.01%–2.47%
September 2025
December 31, 2022
$ 574,400
(
39,303 )
(
71,530)
$ 463,567

XIII. Corporate bond payable

The Company issued the second domestic unsecured convertible corporate bonds with a coupon rate of 0% on December 13, 2019, and listed them on TPEx for trading on the same day. The total amount of the principal was NTD502,500 thousand, with the face value per unit of NTD100 thousand. The bonds were issued at 100.50% of the face value, for a period of five years, and the conversion period is from March 14, 2020 through December 13, 2024. The conversion price at the time of issuance was NTD39 per share. Due to the payout of dividends, the conversion price was adjusted to NTD34.3 from July 8, 2023, in accordance with the issuance and conversion regulations.

From the day following the end of three months after the bonds were issued to 40 days before the end of the issuance period, if the closing price of the Company’s ordinary shares traded in the stock exchange market exceeds the conversion price of said bonds by 30% or more for 30 consecutive business days, or when the outstanding balance of the convertible bonds is less than 10% of the initial amount of the bonds issued, the Company may redeem all its bonds in cash at the face value of the bonds.

After three or four full years after the bonds were issued, the bond holders may request the Company to redeem the bonds they hold in cash at the face value of the bonds, plus interest compensation.

The bonds includes the components of liabilities and equity. The components of equity are presented as “Capital surplus – stock options” under equity. The effective interest rate initially recognized for the liability component is 1.9452%.

  • 146-

The bond holders exercised the put option three full years after the bonds were issued, and the Company has paid NTD438,393 thousand (including interest compensation of NTD12,893 thousand, the book amount of the corporate bonds of NTD409,369 thousand, and financial liabilities measured at fair value through profit and loss of NTD9,956 thousand) and recognized the amount in repayment loss of NTD6,175 thousand).

NTD6,175 thousand).
Issuance price (less transaction costs of
NTD5,406 thousand) $ 497,094
Components of equity (
31,774 )
Deferred tax assets 1,081
Financial liabilities ( 12,739)
Components of liabilities on issuance date $ 453,662
Components of liabilities as at January 1, 2022 $ 472,045
Interest calculated at the effective interest rate of
1.9452% (Note 18) 8,854
Repayment of corporate bonds ( 409,369)
Components of liabilities as at December 31,
2022 71,530
Interest calculated at the effective interest rate of
1.9452% (Note 18) 1,248
Corporate bonds payable converted to ordinary
shares ( 32,235)
Components of liabilities as at December 31,
2023 $ 40,543

The Company issued the third domestic unsecured convertible corporate bonds with a coupon rate of 0% on March 10, 2022, and listed them on TPEx for trading on the same day. The total amount of the principal was NTD500,000 thousand, with the face value per unit of NTD100 thousand. The bonds were issued at 100.00% of the face value, for a period of five years, and the conversion period is from June 11, 2022 through March 10, 2027. The conversion price at the time of issuance was NTD29.2 per share. Due to the payout of dividends, the conversion price was adjusted to NTD28.3 from July 8, 2023, in accordance with the issuance and conversion regulations.

From the day following the end of three months after the bonds were issued to 40 days before the end of the issuance period, if the closing price of the Company’s ordinary shares traded in the stock exchange market exceeds the conversion price of said bonds by 30% or more for 30 consecutive business days, or when the outstanding balance of the convertible bonds is less than 10% of the initial amount of the bonds issued, the Company may redeem all its bonds in cash at the face value of the bonds.

After three or four full years after the bonds were issued, the bond holders may request the Company to redeem the bonds they hold in cash at the face value of the bonds, plus interest compensation.

The bonds includes the components of liabilities and equity. The components of equity are presented as “Capital surplus – stock options” under equity. The effective interest rate initially recognized for the liability component is 1.8061%.

  • 147-
Issuance price (less transaction costs of NTD5,591
thousand) $ 494,409
Components of equity (
28,740 )
Deferred tax assets 1,118
Financial liabilities ( 9,960)
Components of liabilities on issuance date $ 456,827
Components of liabilities on issuance date in 2022 $ 456,827
Interest calculated at the effective interest rate of 1.8061%
(Note 18) 6,740
Components of liabilities as at December 31, 2022 463,567
Interest calculated at the effective interest rate of 1.8061%
(Note 18) 4,042
Corporate bonds payable converted to ordinary shares ( 395,676)
Components of liabilities as at December 31, 2023 $ 71,933

The Company issued the fourth domestic unsecured convertible corporate bonds with a coupon rate of 0% on May 31, 2023, and listed them on TPEx for trading on the same day. The total amount of the principal was NTD400,000 thousand, with the face value per unit of NTD100 thousand. The bonds were issued at 100.00% of the face value, for a period of five years, and the conversion period is from September 1, 2023 through May 31, 2028. The conversion price at the time of issuance was NTD35.3 per share. Due to the payout of dividends, the conversion price was adjusted to NTD34.9 from July 8, 2023, in accordance with the issuance and conversion regulations.

From the day following the end of three months after the bonds were issued to 40 days before the end of the issuance period, if the closing price of the Company’s ordinary shares traded in the stock exchange market exceeds the conversion price of said bonds by 30% or more for 30 consecutive business days, or when the outstanding balance of the convertible bonds is less than 10% of the initial amount of the bonds issued, the Company may redeem all its bonds in cash at the face value of the bonds.

After three or four full years after the bonds were issued, the bond holders may request the Company to redeem the bonds they hold in cash at the face value of the bonds, plus interest compensation.

The bonds includes the components of liabilities and equity. The components of equity are presented as “Capital surplus – stock options” under equity. The effective interest rate initially recognized for the liability component is 2.3340%.

  • 148-
Issuance price (less transaction costs of NTD5,512
thousand) $ 394,488
Components of equity (
31,291 )
Deferred tax assets 1,102
Financial liabilities ( 8,347)
Components of liabilities on issuance date $ 355,952
Components of liabilities on issuance date in 2023 $ 355,952
Interest calculated at the effective interest rate of 2.3340%
(Note 18) 4,829
Corporate bonds payable converted to ordinary shares ( 10,029)
Components of liabilities as at December 31, 2023 $ 350,752

XIV. Other payables

Other payables
Amounts payable to related parties
(Note 23)
Salary and wages and bonuses
payable
Employee remuneration and
director remuneration payable
Others
December 31, 2023
$ 28,989
8,456
6,364

4,758
$ 48,567
December 31, 2022




$ 65,189
6,343
5,408
3,729
$ 80,669

XV. Post-employment benefit plan

Defined contribution pension plan

The Company adopted a pension scheme under the Labor Pension Act, which is a government-managed defined contribution plan. Under the act, the Company makes monthly contributions, equal to 6% of their monthly salary and wages, to employees’ individual pension accounts under the Bureau of Labor Insurance.

XVI. Equity

(I) Ordinary share capital

uity
Ordinary share capital
Authorized shares (in
thousands)
Authorized shares
Number of shares issued and
fully paid (in thousands)
Share capital already publicly
offered
December 31, 2023

200,000
$ 2,000,000

98,379
$ 983,789
December 31, 2022






120,000
$ 1,200,000
83,354
$ 833,544

Among the authorized capital, the capital reserved for the issuance of employee stock warrants is 500 thousand shares.

  • 149-

(II) Capital surplus

Capital surplus
May be used to offset a deficit,
distributed as cash
dividends, or transferred to
share capital (Note)
Share premium from issuance
Invalid stock options
May not be used for any
purpose
Stock options for convertible
corporate bonds
December 31, 2023
$ 576,762
27,957

37,419
$ 642,138
December 31, 2022




$ 268,383
27,957
33,468
$ 329,808

Note: Such capital surplus may be used to make up for losses or, when the Company has no losses, to distribute cash or to capitalize equity, provided that the capitalization is limited to a certain percentage of the paid-in capital each year.

(III) Retained earnings and dividend policy

As per the amended Articles of Incorporation approved by a resolution of the shareholders’ meeting on May 31, 2022, when the Company distributes earnings, legal reserve, or capital surplus in cash, it should be approved by more than half of the directors present at a board meeting with the attendance of two-thirds or more of all directors and reported to the shareholders’ meeting.

As per the earnings distribution policy in the amended Articles of Incorporation, the Company will consider its industry environment, stage of growth, future capital needs, and long-term financial plan, and meet shareholders‘ needs for cash inflows. When the Company makes a profit for a fiscal year, the profit shall be first used for paying the tax and then offsetting the cumulative deficit. 10% of the remaining profit shall be provided as a legal reserve, unless it has reached the total amount of the Company’s paid-in capital. A special reserve shall be provided or reversed based on business needs or in accordance with the competent authority’s regulations.

The Company takes into account the year’s earnings after tax and the prior period’s cumulative undistributed earnings for shareholder dividends. The amount of the earnings to be distributed should not be less than 10% of the year’s earnings after tax, of which the cash dividends should not be less than 10% of the total dividends, but if cash dividends are less than NTD0.1 per share, it may be distributed as stock dividends, but the payout ratio may be adjusted based on the Company’s future earnings and capital status. The Company does not distribute dividends or bonuses when it does not make a profit. Please refer to Note 18(6) Employee remuneration and director remuneration for the employee remuneration and director remuneration distribution policy.

  • 150-

The legal reserve should be paid into until the balance reaches the amount of the Company’s total paid-in capital. The legal reserve may be used to offset the deficit. If the Company has no deficit and the legal reserve exceeds 25% of the Company’s paid-in capital, the excess may be transferred to capital or distributed in cash.

The Company’s 2022 and 2021 earnings distribution proposals are as follows:

Legal reserve

Special reserve provided
(reversed)
Cash dividends
Earnings distribution
proposal
2022
2021
$ 10,251 $ 10,597
( 104,330 )
60,844
34,900
32,892
Dividend per share
(NTD)
Dividend per share
(NTD)
2022
$ 10,251
( 104,330 )
34,900
2022


$ 0.4
2021
$ 0.4

The 2021 cash dividends distribution and earnings distribution proposal has been approved by a resolution of the shareholders’ meeting on May 31, 2022. The 2022 cash dividends distribution and earnings distribution proposal has been approved by a resolution of the board of directors on April 13, 2023, and the remaining earnings distribution items are pending a resolution by the shareholders’ meeting scheduled to be held on May 30, 2023.

In addition, the Company’s shareholders’ regular meeting resolved, on May 31, 2022, a decision to pay out cash of NTD0.1 per share from the capital surplus of NTD8,223 thousand.

The Company’s 2023 earnings distribution proposal has been approved by a resolution of the board of directors on March 13, 2024. The details are as follows:

Legal reserve
Special reserve reversed
Cash dividends
Earnings
distribution
proposal
$ 8,009
(
9,927 )
39,352
Dividend per share
(NTD)
$ 0.4

(IV) Treasury shares

Unit: In thousands of shares

Reason for redemption
Number of shares as at
January 1, 2022
Canceled during this year
Number of shares as at
December 31, 2022
Canceled during this year
Number of shares as at
December 31, 2023
To transfer shares
to employees
To transfer shares
to employees
(
(
1,225

100)
1,125

1,125)
-

The treasury shares held by the Company cannot be pledged in accordance with the Securities and Exchange Act and are not entitled to rights to receive dividends and vote.

  • 151-

XVII. Revenue

Revenue
Sales revenue December 31, 2023
$ 78,170
December 31, 2022
$ 82,345
  • (I) Revenue from contracts with customers

Merchandise sales revenue

The merchandise sales revenue is from gaming and sales of industrial computers. The revenue from the products sold by the Company is recognized when the products are shipped out according to the contract, at which the Company recognizes the amount in accounts receivable.

When supplying materials for outsourced processing, as the control of the ownership of the processed products has not been transferred, it is not recognized in revenue when the materials are supplied out.

(II) Balance of contracts

Balance of contracts
Accounts receivable (Note
9)
Contract liabilities (in
other current liabilities)
(Note 23)
December 31,
2023
$ 31,769
$ -
December 31,
2022

$ 49,986
$ 45,810
January 1, 2022



$ 32,681
$ 63

The changes in contract liabilities mainly arise from the difference between the point at which performance obligations are satisfied and the point at which customers pay.

  • (III) Breakdown of revenue from contracts with customers

Please refer to Table 4 for the breakdown of revenue.

XVIII. Net income for 2023

The net income for 2023 includes the following items:

  • (I) Other income
Other income
Income from administrative
expenses
Rental income
Others
2023
$ 65,659
25,112
993
$ 91,764
2022




$ 62,983
24,170
1,146
$ 88,299
  • 152-

(II) Other gains and losses

(II)
Other gains and losses
Net gain (loss) on financial
instruments measured at fair
value through profit or loss
Net foreign exchange gain (loss)
Loss on repayment of convertible
corporate bonds
Gain on disposal of property, plant
and equipment
Others

(III)
Financial costs
Interest on convertible corporate
bonds
Interest on bank loans
Interest on lease liabilities (Note 23)
Interest on loans from related
parties (Note 23)
Repayment of interest on
convertible corporate bonds
(IV)
Depreciation
Property, plant and equipment
Right-of-use assets
Aggregate information on
depreciation expenses by function
Operating expenses

(V)
Employee benefit expenses
Short-term employee benefits
Salary and wages
Labor and health insurance
Other personnel expenses
Post-employment benefits (Note 15)
Defined contribution pension
plan
Total employee benefits
Aggregate by function
Operating expenses
2023
$ 7,834

1,713 )
-
-
164)
$ 5,957
2023
$ 10,119
7,993
192
155
-
$ 18,459
2023
$ 4,399
3,935
$ 8,334
$ 8,334
2023
$ 21,934
1,476
459
23,869
534
$ 24,403
$ 24,403
2022

(
(

( $ 4,003 )
26,515
(
6,175 )
108

-
$ 16,445
2022





$ 15,594
6,497
29
-
12,893
$ 35,013
2022







$ 7,276
3,263
$ 10,539
$ 10,539
2022











$ 21,571
944
766
23,281
486
$ 23,767
$ 23,767
  • 153-

(VI) Employee remuneration and director remuneration

Where the Company makes a profit for a fiscal year, it should provide 1% to 15% of the balance as employee remuneration, which should be distributed in stock or cash as resolved by the board of directors. The recipients include employees at subsidiaries who meet certain criteria; the Company may provide more than 5% of the above profit as director remuneration as resolved by the board of directors. The employee remuneration and director remuneration distribution proposal should be reported to the shareholders’ meeting. However, if the Company still has a cumulative deficit, it should reserve an amount to offset the deficit in advance and then provide employee remuneration and director remuneration based on the percentages mentioned above.

The 2023 and 2022 employee remuneration and director remuneration was approved by resolutions of the board of directors on March 13, 2024 and March 9, 2023, respectively. The details are as follows:

Percentage for estimation

Percentage for estimation
Employee remuneration
Director remuneration
2023
2%
1%
2022
2%
1%

Amount

Amount
Employee
remuneration
Director
remuneration
2023
Cash
Stock
$ 1,937 $ -
969
-
2022
Cash
$ 1,937
969
Cash
$ 2,120

1,060
Stock
$ -

-

If there is a change in the proposed amounts after the annual parent company only financial statements were approved for release, the differences are recorded as a change in accounting estimates and will be accounted for in the following year.

There is no difference between the amounts of 2022 and 2021 employee remuneration and director remuneration paid out and the amounts recognized in the 2022 and 2021 parent company only financial statements.

For information on employee remuneration and director remuneration as resolved by the board of directors, please visit the Market Observation Post System (MOPS) of Taiwan Stock Exchange.

  • 154-

XIX. Income tax

(I) Income tax recognized in profit or loss

The major components of income tax expense are as follows.

2023 2022
Current income tax
Arose during this year $ 7,475 $
-
Surtax on undistributed
earnings 7,272 -
Adjustment to the prior years 79 ( 7 )
Deferred tax
Arose during this year ( 1,198) 3,313
Income tax expense recognized in
profit or loss $ 13,628 $
3,306
A reconciliation of accounting profit and income tax expense is as follows:
2023 2022
Net income before tax $ 93,948 $ 102,819
Income tax expense calculated at
statutory tax rate $ 18,790 $ 20,564
Surtax on undistributed earnings 7,272 -
Non-deductible expenses for tax 2,614 7,402
Tax-free income - ( 6,596 )
Unrecognized temporary
differences ( 13,911 ) ( 12,106 )
Unrecognized loss carryforwards ( 1,216 ) ( 5,951 )
Adjustment to the prior years 79 ( 7)
Income tax expense recognized in
profit or loss $ 13,628 $
3,306

(II) Deferred tax assets and liabilities

The changes in the deferred tax assets and liabilities are as follows:

2023

2023
Deferred taxassets
Unrealized exchange loss
Costs of convertible
corporate bonds issued
Allowance for inventory
depreciation losses
Others


Deferred income liabilities
Unrealized exchange gains
Others

Opening
balance
$ -
839
149
223

$ 1,211

$ 1,975
20

$ 1,995
Recognized
in profit or
loss
$ 378
(
1,006 )
(
149 )

-

($ 777)

( $ 1,975 )

-

($ 1,975)
Recognized
in equity
$ -

1,102

-

-

$ 1,102

$ -

-

$ -
Ending
balance



















$ 378

935

-
223
$ 1,536
$ -
20
$ 20
  • 155-

2022

2022
Deferred taxassets
Unrealized exchange loss
Costs of convertible
corporate bonds issued
Allowance for inventory
depreciation losses
Others


Deferred income liabilities
Unrealized exchange gains
Others

Opening
balance
$ 224
361
623
223

$ 1,431

$ -
20

$ 20
Recognized
in profit or
loss
( $ 224 )
(
640 )
(
474 )

-

($ 1,338)

$ 1,975

-

$ 1,975
Recognized
in equity
$ -

1,118

-

-

$ 1,118

$ -

-

$ -
Ending
balance



















$ -

839

149
223
$ 1,211
$ 1,975
20
$ 1,995

(III) Income tax return approval

The Company’s profit-seeking enterprise income tax returns filed up to 2021 have been approved by the tax authority.

XX. Earnings per share

Earnings per share
Basic earnings per share
Diluted earnings per share
2023
$ 0.87
$ 0.73
Unit: NTD per share
2022
$ 1.21
$ 1.07


The net income and weighted average number of ordinary shares used to calculate the earnings per share are as follows:

Net income for 2023

the earnings per share are as follows:
Net income for 2023
Net income used to calculate basic
earnings per share
Impact of potential common stock with
dilutive effect:
Corporate bonds converted
Net income used to calculate diluted
earnings per share
Number of shares
Weighted average number of ordinary
shares used to calculate the basic
earnings per share
Impact of potential common stock with
dilutive effect:
Corporate bonds converted
Employee remuneration
Weighted average number of ordinary
shares used to calculate the diluted
earnings per share
2023
2022
$ 80,320
$ 99,513
2,285

7,030
$ 82,605
$ 106,543
Unit: In thousands of shares
2023
2022
91,799
82,327
21,741
17,483
67

96
113,607

99,906



  • 156-

The second domestic unsecured convertible corporate bonds in 2022 were not included in the calculation of diluted earnings per share due to anti-dilution.

If the Company may choose to pay out employee remuneration in stock or cash, when the diluted earnings per share are calculated, it is assumed that the employee remuneration will be paid out in stock, and the weighted average number of shares outstanding will be included when the ordinary shares have the potential dilution effect, to calculate diluted earnings per share. When the diluted earnings per share are calculated before the number of shares to be distributed for employee remuneration is resolved in the following year, the potential dilution effect of such ordinary shares will continue to be considered.

XXI. Capital risk management

The Company engages in capital management to ensure that it can maximize shareholder returns by optimizing debt and equity balances while continuing to operate.

The Company’s capital structure consists of net debt (i.e. borrowings, less cash) and equity (i.e. share capital, capital surplus, retained earnings, and other equity items).

The Company does not need to abide by other external requirements for capital.

The Company’s key management re-examines the capital structure every year, and the review includes consideration for the cost of funds and relevant risks. Based on the key management’s suggestions, the Company balances the overall capital structure by paying dividends, repurchasing shares, and increasing or repaying borrowings.

XXII. Financial instruments

  • (I) Information on fair value – financial instruments not measured at fair value

Except as listed in the table below, the Company’s management believes that the carrying amounts of financial assets and financial liabilities not measured at fair value approximate their fair values or their fair values cannot be measured reliably:

Financial liabilities
Convertible
corporate bonds
- Second issuance
of domestic
bonds
- Third issuance
of domestic
bonds
- Fourth issuance
of domestic
bonds
December 31, 2023
Carrying
amount
Fair value
$ 40,543
$ 44,183

71,933
93,612
350,752
409,795
December 31, 2022 December 31, 2022
Carrying
amount
$ 40,543

71,933
350,752
Carrying
amount
$ 71,530

463,567
-
Fair value
$ 75,479
497,500
-
  • 157-

The fair values of convertible corporate bonds is measured using Level 2 inputs. The valuations of fair values was based on the weighted average price per hundred of NTD announced by TPEx on the balance sheet date.

  • (II) Information on fair value – financial instruments measured at fair value on a recurring basis
1. Fair value hierarchy
December 31, 2023
Financial assets at fair
value through profit or
loss
Derivatives
Financial assets at fair
value through other
comprehensive income
Domestic TWSE-listed
stocks
Domestic unlisted stocks
Total
Financial liabilities at
fair value through
profit or loss
Derivatives
December 31, 2022
Financial assets at fair
value through other
comprehensive
income
Domestic TWSE-listed
stocks
Financial liabilities at
fair value through
profit or loss
Derivatives




Level 1



Level 2



Level 3



Total
$ -
$ 18,466
-
$ 18,466
$ -
Level 1
$ 10,160

$ -
$ 8
$ -
-
$ -
$ 7,880
Level 2
$ -

$ 11,954
$ -
$ -
29,982
$ 29,982
$ -
Level 3
$ -

$ -
$ 8
$ 18,466
29,982
$ 48,448
$ 7,880
Total
$ 10,160
$ 11,954




There was no transfer between Level 1 and Level 2 fair values during the years ended December 31, 2023 and 2022.

  • 158-

  • Valuation techniques and inputs for Level 2 fair value measurements

Categories of financial instruments Valuation techniques and inputs Derivatives – convertible Binary tree model for convertible bond corporate bond right of valuation: The fair values of the financial redemption/put option assets or liabilities of convertible corporate bonds are valuated based on observable stock prices, risk-free interest rates, and risk discount rates at the end of the period.

  1. Valuation techniques and inputs for Level 3 fair value measurements

As for the Company’s valuation process for Level 3 fair values, the finance department is responsible for independently verifying the fair values of financial instruments, using data from independent sources to make the valuation results close to market conditions, and reviewing them regularly to ensure that the valuation results are reasonable. The Company adopts an income approach to investments in domestic unlisted equity and calculates the present value of the income estimated to be earned from the investments based on the discounted cash flows.

(III) Types of financial instruments

on the discounted cash flows.
Types of financial instruments
Financial asset
Financial assets measured at
amortized cost (Note 1)
Financial assets at fair value
through other comprehensive
income
Investment in equity
instruments
Financial assets at fair value
through profit or loss
Financial liabilities
Financial liabilities at fair value
through profit or loss
Measured at amortized cost
(Note 2)
December 31, 2023
$ 232,968
48,448
8
7,880
843,091
December 31, 2022
$ 384,149
10,160
-
11,954
1,210,322
  • Note 1: The balance includes other financial assets measured at amortized cost, including cash, accounts receivable, and other receivables.

  • Note 2: The balance includes financial liabilities measured at amortized cost, including short-term borrowings, short-term notes payable, accounts payable, other payables, long-term liabilities – current portion, corporate bonds payable, and long-term borrowings.

  • 159-

(IV) Purpose and policy of financial risk management

The Company’s main financial instruments include accounts receivable, accounts payable, corporate bonds payable, borrowings, and lease liabilities. The Company’s financial management department provides services to each business unit, coordinates the operations of investments in the domestic and international financial markets, and supervises and manages the financial risks related to the Company’s operations by analyzing the internal risk reports on the exposure as per the breadth and depth. Such risks include market risk (including exchange rate risk, interest rate risk and other price risk), credit risk, and liquidity risk.

1. Market risk

The main financial risk arising from the operating activities for the Company is the risk of changes in foreign exchange rates and interest rates.

  • (1) Exchange rate risk

The Company engages in foreign currency-denominated sales and purchases and is thus exposed to the risk of exchange rate fluctuations.

See Note 25 for the carrying amounts of monetary assets and monetary liabilities denominated in non-functional currencies on the balance sheet date.

Sensitivity analysis

The Company is mainly affected by the exchange rate fluctuations of the USD.

The table below details the Company’s sensitivity analysis when the exchange rate of the Company’s functional currency, NTD, against the USD increased and decreased by 10%. Ten percent is the sensitivity rate used in reporting the exchange rate risk to the Company’s key management and represents the management’s assessment of the reasonable range of potential changes in foreign currency exchange rates. The sensitivity analysis only included monetary items in foreign currencies in circulation, and the translation at the end of the period was based on a 10% change in the exchange rates. When the NTD appreciated by 10% against the foreign currency, the Company’s pre-tax net income for 2023 and 2022 would have decreased by NTD13,866 thousand and NTD32,451 thousand, respectively.

(2) Interest rate risk

Interest rate risk arises when the Company borrows funds at both fixed and floating interest rates. The Company manages interest rate risk by maintaining an appropriate mix of fixed and floating interest rates to ensure the most cost-effective strategy is adopted.

  • 160-

The carrying amounts of the Company’s financial assets and financial liabilities exposed to the interest rate risk on the balance sheet date are as follows:

date are as follows:
Fair value interest rate
risk
- financial liabilities
Cash flow interest rate
risk
- financial assets
- financial liabilities
December 31, 2023
$ 474,837
90,023
331,234
December 31, 2022
$ 535,629
47,666
576,338

Sensitivity analysis

The sensitivity analysis below is based on the interest rate risk to which derivatives and non-derivatives were exposed at the balance sheet date. For liabilities at floating rates, the analysis is based on the assumption that the amounts of the liabilities outstanding at the balance sheet date were all outstanding throughout the reporting period. An increase or decrease in interest rates by ten basis points (0.1%) is the sensitivity rate adopted in reporting the interest rate risk to the Company’s key management and represents the management’s assessment of the reasonable range of potential changes in interest rates.

If the interest rate increased by 1%, with all other variables remaining unchanged, the Company’s net income before tax for 2023 and 2022 would have decreased by NTD241 thousand and NTD529 thousand, respectively.

2. Credit risk

Credit risk refers to the risk that a counterparty defaults on its contractual obligations, resulting in a financial loss to the Company. As of the balance sheet date, the Company’s maximum exposure to credit risk of financial loss due to non-performance by counterparties is mainly from the carrying amounts of financial assets recognized in parent company only balance sheet.

The policy adopted by the Company is to only engages in transactions with reputable entities. Before trading with new customers, the Company’s relevant sales management departments evaluate the potential customers’ credit quality through internal credit investigation procedures and set the customers’ credit limit and review their credit limits and ratings once per year.

Financial assets are potentially affected by the Company’s counterparties or other parties’ failure to fulfill contracts. The Company evaluates contracts with positive fair values on the balance sheet date. The Company only engages in transactions with financial institutions and companies with great reputations and does not expect significant credit risk.

The Company’s credit risk is mainly concentrated on the Company’s subsidiaries and associates. The Company continues to evaluate the financial positions of customers from whom accounts receivable are to be received.

  • 161-

3. Liquidity risk

The Company manages and maintains sufficient cash to support the operations and mitigate the impact of cash flow fluctuations. The Company’s management regularly monitors the use of bank financing facilities and ensures compliance with the terms of loan contracts.

(1) Liquidity and interest rate risk of derivative financial liabilities

The table below details the Company’s analysis of the remaining contractual maturities of non-derivative financial liabilities, which was prepared based on the undiscounted cash flows of the financial liabilities, including cash flows of interest and principal, based on the earliest possible date on which the Company can be required to make repayment.

Bank loans that the Company may be required to repay immediately are shown in the table below for the earliest period, without regard to the probability that the bank will enforce the right immediately; the maturity analysis of other non-derivative financial liabilities is prepared based on the contractual repayment dates.

December 31, 2023

December 31, 2023
Non-derivative
financial
liabilities
Non-interest-bearin
g liabilities

Floating-rate
instruments
Lease liabilities
Corporate bond
payable

Repayment
on demand
or less than
1 month

$ -
71,487
442

-

$ 71,929
1–3 months
$ 48,629
122,053

883

-

$ 171,565
3 months–1
year
$ -

69,262

3,976

41,300

$ 114,538
1–5 years














$ -

72,267

6,625
465,000
$ 543,892

December 31, 2022

December 31, 2022
Non-derivative
financial
liabilities
Non-interest-bearin
g liabilities

Floating-rate
instruments

Lease liabilities
Corporate bond
payable

Repayment
on demand
or less than
1 month

$ -
108,036
278

-

$ 108,314
1–3 months
$ 33,887
206,548

170

-

$ 240,605
3 months–1
year
$ -
217,584

85

74,400

$ 292,069
1–5 years















$ -

48,447

-
500,000
$ 548,447
  • 162-

The amount of floating-rate instruments of the above non-derivative financial assets and liabilities will change with the differences between the floating rates and the estimated rates on the balance sheet date.

  • (2) Financing facility
Financing facility
Unsecured bank overdraft
facility
- Amount drawn
- Amount not yet
drawn
December 31, 2023
$ 331,234

450,000
$ 781,234
December 31, 2022




$ 576,338
220,000
$ 796,338

XXIII. Related Party Transactions

In addition to those disclosed in other notes, transactions between the Company and related parties are as follows.

  • (I) Name of related party and relationship therewith
Name of related party
Liao, Wen-Chia
Anderson Industrial Corp.
Sogotec Precision Co., Ltd.
Giben do Brasil Maqs. e Equips.
Powertech Industrial Co., Ltd.
Anderson Merchandise Corporation
Verite Corporation
Efa Technologies
Parpro Holdings Co., Ltd.
AP Parpro, Inc.
Pilot (Las Vegas), Inc.
Parpro Quality Inc.
Parpro (Nevada), Inc.
Parpro Technologies Inc.
Relationship with the Company
Chairman of the Company
An associate
An associate
Other related parties
Other related parties
Other related parties
Other related parties
A subsidiary
A subsidiary
A sub-subsidiary
A sub-subsidiary
A sub-subsidiary
A sub-subsidiary
A sub-subsidiary
  • (II) Operating revenue
Account Category of related
party/Name
Other related parties
Giben do Brasil Maqs. e
Equips.

A sub-subsidiary
AP Parpro, Inc.
Parpro Technologies Inc.

2023
$ 77,752

-
-

$ 77,752
2022
Sales revenue




$ 55,774
19,569
37
$ 75,380

The transaction terms and payment collection terms for related parties are about the same as those for regular non-related parties.

  • 163-

(III) Operating costs

Account Category of related
party/Name
A sub-subsidiary
AP Parpro, Inc.

A sub-subsidiary
AP Parpro, Inc.
2023
$ -

$ 284
2022
Purchases

Outsourced
processing
fees


$ 19,111
$ 4,130

The transaction terms and payment terms for related parties are the same as those for regular non-related parties.

  • (IV) Amounts receivable from related parties (excluding loans to related parties)
Account Category of related
party/Name
A sub-subsidiary
AP Parpro, Inc.

Parpro Technologies Inc.
Other related parties
Giben do Brasil Maqs. e
Equips.


A sub-subsidiary
Parpro Technologies Inc.

AP Parpro, Inc.
Parpro (Nevada), Inc.
Other related parties
An associate

December 31,
2023
$ 13,918

-

17,851

$ 31,769

$ 53,427

41,452
14,738
1,079

-

$ 110,696
December 31,
2022
December 31,
2022
Accounts
receivable


Other
receivables












$ 38,821
39
10,450
$ 49,310
$ 55,800
45,211
17,781
488
55
$ 119,335

The Company did not request collateral for outstanding receivables from related parties. The Company did not recognize an allowance for losses on receivables from related parties for 2023 and 2022.

  • (V) Lease agreements
related parties for 2023 and 2022.
Lease agreements
Category of related party/Name
2023
Right-of-use assets acquired
An associate
Anderson Industrial Corp.
$ 1,148
Account
Category of related party
December 31,
2023
Lease
liabilities
An associate
$ 625
Account
Category of related party
2023
2022

$ -
December 31,
2022
$
-
2022
  • 164-

Financial costs An associate $ 19 $ - Lease expenses An associate $ 542 $ -

The Company has rented an office from Anderson Industrial Corp. and pays rent monthly.

(VI)

==> picture [412 x 258] intentionally omitted <==

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

Contract liabilities (in other current liabilities)
Category of related party/Name December 31, 2023 December 31, 2022
An associate
-
Anderson Industrial Corp. $ $ 45,810
Amounts payable to related parties (excluding borrowings from related parties)
Category of related December 31, December 31,
Account party/Name 2023 2022
Accounts A sub-subsidiary
payable
-
AP Parpro, Inc. $ $ 18,218
Other payables A sub-subsidiary
AP Parpro, Inc. $ - $ 189
An associate
Anderson Industrial 28,989 -
Corp.
$ 28,989 $ 189
----- End of picture text -----

  • (VII) Amounts payable to related parties (excluding borrowings from related parties)

  • (VIII) Borrowings from related parties Other payables

Borrowings from related parties
Other payables
Category of related party
Chairman of the Company
Financial costs
Category of related party
Chairman of the Company
December 31, 2023
$ -
2023
$ 155
December 31, 2022
$ 65,000
2022
$ -

The interest rates of the Company’s borrowings from related parties are about the same as the market interest rates.

  • 165-
(IX) Loans to related parties
Other receivables
Category of related party/Name
A sub-subsidiary
AP Parpro, Inc.
Parpro Technologies Inc.
Parpro (Nevada), Inc.
December 31, 2023
$ -
-

-
$ -
December 31, 2022 December 31, 2022




$ 161,626
2,303
1,566
$ 165,495
(X) Interest receivable
Category of related party
December 31, 2023
A sub-subsidiary
$ 247
Interest income
Category of related party
2023
A sub-subsidiary
$ 1,245
Other income
Account
Category of related
party/Name
2023
Income from
administrati
ve expenses
A sub-subsidiary
Parpro Technologies Inc. $ 33,576
AP Parpro, Inc.
20,891
Parpro (Nevada), Inc.

11,192
$ 65,659
Rental income A sub-subsidiary
AP Parpro, Inc.
$ 12,684
Parpro Techndologies
Inc.
9,699
Parpro (Nevada), Inc.
746
An associate
1,114
Other related parties

797
$ 25,040
Account
processing
income
A subsidiary
$ 720
Others
An associate
$ 132
Other related parties

127
$ 259
Interest receivable
Category of related party
December 31, 2023
A sub-subsidiary
$ 247
Interest income
Category of related party
2023
A sub-subsidiary
$ 1,245
Other income
Account
Category of related
party/Name
2023
Income from
administrati
ve expenses
A sub-subsidiary
Parpro Technologies Inc. $ 33,576
AP Parpro, Inc.
20,891
Parpro (Nevada), Inc.

11,192
$ 65,659
Rental income A sub-subsidiary
AP Parpro, Inc.
$ 12,684
Parpro Techndologies
Inc.
9,699
Parpro (Nevada), Inc.
746
An associate
1,114
Other related parties

797
$ 25,040
Account
processing
income
A subsidiary
$ 720
Others
An associate
$ 132
Other related parties

127
$ 259
Interest receivable
Category of related party
December 31, 2023
A sub-subsidiary
$ 247
Interest income
Category of related party
2023
A sub-subsidiary
$ 1,245
Other income
Account
Category of related
party/Name
2023
Income from
administrati
ve expenses
A sub-subsidiary
Parpro Technologies Inc. $ 33,576
AP Parpro, Inc.
20,891
Parpro (Nevada), Inc.

11,192
$ 65,659
Rental income A sub-subsidiary
AP Parpro, Inc.
$ 12,684
Parpro Techndologies
Inc.
9,699
Parpro (Nevada), Inc.
746
An associate
1,114
Other related parties

797
$ 25,040
Account
processing
income
A subsidiary
$ 720
Others
An associate
$ 132
Other related parties

127
$ 259
December 31, 2022 December 31, 2022 December 31, 2022 December 31, 2022
$ 1,285
2022









$ 1,334
2022
Income from
administrati
ve expenses

Rental income


Account
processing
income

Others










$ 33,576
20,891
11,192
$ 65,659
$ 12,684
9,699
746
1,114
797
$ 25,040
$ 720
$ 132
127
$ 259


















$ 32,212
20,030
10,741
$ 62,983
$ 12,167
9,304
716
1,114
797
$ 24,098
$ 720
$ 132
140
$ 272
  • 166-

(XI) Remuneration to key management personnel

Short-term employee benefits
Post-employment benefits
2023
$ 9,953
342
$ 10,295
2022




$ 9,584
328
$ 9,912

The remuneration to directors and other key management personnel is determined by the remuneration committee depending on individual performance and market trends.

XXIV.Material Contingencies and Unrecognized Contractual Commitments

In addition to those mentioned in other notes, the Company’s material commitments and contingencies on the balance sheet date are as follows:

As of December 31, 2023, the amount of notes issued by the Company to secure bank credit lines was NTD720,000 thousand.

XXV.Information on Foreign Currency Assets and Liabilities with Significant Effect

The information below is aggregated and presented in foreign currencies other than the Company’s functional currency. The exchange rates disclosed refer to the rates at which these foreign currencies are converted to the functional currency. The information on foreign currency assets and liabilities with significant effect is as follows:

Financial asset
Monetary items
USD

Non-monetary items
Investments using the equity
method
USD
Financial liabilities
Monetary items
USD
December 31, 2023 December 31, 2023
Foreign
currencies
$ 5,458
64,254
942
Exchange rate
30.705
30.705

30.705
NTD
$ 167,588
1,972,934

28,924
  • 167-
Financial asset
Monetary items
USD

Non-monetary items
Investments using the equity
method
USD
Financial liabilities
Monetary items
USD
December 31, 2022 December 31, 2022
Foreign
currencies
$ 11,174
56,222
607
Exchange rate
30.710
30.710

30.710
NTD
$ 343,154
1,726,575

18,641

Foreign exchange gains and losses (realized and unrealized) with significant effect are as follows:

are as follows:
Functional currency
NTD
2023 Net exchange
gain (loss)
$ 1,713)
2022
Exchange rate
(NTD : NTD)
Exchange rate
(NTD : NTD)
Net exchange
gain (loss)
( $ 26,515

XXVI. Additional Disclosures

  • (I) Significant transactions:

  • Loans to others: Table 1.

  • Endorsements/Guarantees for others: None.

  • Securities held at the end of the period (excluding investment in subsidiaries, associates, and joint ventures): Table 2.

  • Securities acquired or sold at costs or prices of at least NTD300 million or 20% of the paid-in capital: None.

  • Acquisition of individual property at costs of at least NTD300 million or 20% of the paid-in capital: None.

  • Disposal of individual property at costs of at least NTD300 million or 20% of the paid-in capital: None.

  • Total purchases from or sales to related parties amounting to at least NTD100 million or 20% of the paid-in capital: Table 3.

  • Receivables from related parties amounting to at least NTD100 million or 20% of the paid-in capital: Table 4.

  • Derivatives trading: None.

  • 168-

  • (II) Information on investees: Table 5.

  • (III) Information on investments in mainland China: None.

  • (IV) Information on major shareholders: Names of shareholders, each holding 5% or more of total shares, and the number and percentage of shares held: Table 6.

  • 169-

Unit: NTD thousand

PARPRO CORPORATION

Loans to others

2023

Table 1

No. Lender Borrower Account Related
party
status
Highest balance of
this year
Ending balance Amount drawn
Amount
Range of
interest rates
Nature of loan Business
transaction
amount
Reasons for
short-term
financing
Allowance for
losses
Collateral Collateral Limit on loan to each
borrower
Total limit on loans
to others
Name Worth
0
1
2
3
The Company
Parpro Holdings Co.,
Ltd.
PARPRO
CORPORATION
Parpro (Nevada),
Inc.
AP Parpro, Inc.
Parpro (Nevada), Inc.
PARPRO
CORPORATION

AP Parpro, Inc.
Parpro (Nevada), Inc.
AP Parpro, Inc.
AP Parpro, Inc.
Other
receivables
Other
receivables
Other
receivables
Other
receivables
Other
receivables
Other
receivables
Other
receivables
Yes
Yes
Yes
Yes
Yes
Yes
Yes
$ 213,360
32,425
32,425
71,335
90,790
327,493
32,425
$ -
-
-
67,551
85,974
310,121
30,705
$ -
-
-
38,381
21,494
220,059
-
2.5%-3%
3%
3%
2.75%-3%
2.75%
2.5%-5%
2.75%
Short-term
financing
Short-term
financing
Short-term
financing
Short-term
financing
Short-term
financing
Short-term
financing
Short-term
financing
$ -
-
-
-
-
-
-
Working capital
Working capital
Working capital
Working capital
Working capital
Working capital
Working capital
$ -

-

-

-

-

-

-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$ 400,625
(Up to 20% of the
Company’s net
worth as stated in
the most recent
financial
statements)
400,625
(Up to 20% of the
Company’s net
worth as stated in
the most recent
financial
statements)
400,625
(Up to 100% of the
Company’s net
worth as stated in
the most recent
financial
statements)
1,972,934
(Up to 100% of the
subsidiary’s net
worth as stated in
the most recent
financial
statements)
1,255,017
(Up to 100% of the
subsidiary’s net
worth as stated in
the most recent
financial
statements)
1,255,017
(Up to 100% of the
subsidiary’s net
worth as stated in
the most recent
financial
statements)
88,322
(Up to 100% of the
subsidiary’s net
worth as stated in
the most recent
financial
statements)
$ 1,001,563
(Up to 50% of the
Company’s net
worth as stated in
the most recent
financial
statements)
1,001,563
(Up to 50% of the
Company’s net
worth as stated in
the most recent
financial
statements)
1,001,563
(Up to 100% of the
Company’s net
worth as stated in
the most recent
financial
statements)
1,972,934
(Up to 100% of the
subsidiary’s net
worth as stated in
the most recent
financial
statements)
1,255,017
(Up to 100% of the
subsidiary’s net
worth as stated in
the most recent
financial
statements)
1,255,017
(Up to 100% of the
subsidiary’s net
worth as stated in
the most recent
financial
statements)
88,322
(Up to 100% of the
subsidiary’s net
worth as stated in
the most recent
financial
statements)
  • 170-

PARPRO CORPORATION

Securities held at the end of the period December 31, 2023

Table 2

Unit: NTD thousand

Company Type and name of securities Relationship with the
securities issuer
Account End of the period Remarks
Number of
shares
Carrying amount Shareholdings Fair value
The Company ICatch Technology, Inc.
eTreego Co., Ltd.
-
-
Financial assets at fair value through
other comprehensive income –
non-current
Financial assets at fair value through
other comprehensive income –
non-current
254,000
1,578,000
$ 18,466
29,982
-
-
$ 18,466
29,982
-
-

Note 1: The securities in this table refer to stocks, bonds, beneficiary certificates, and securities derived therefrom within the scope of IFRS 9 “Financial Instruments.” Note 2: See Table 5 for the information on subsidiaries and associates.

  • 171-

PARPRO CORPORATION

Total purchases from or sales to related parties amounting to at least NTD100 million or 20% of the paid-in capital

2023

Table 3 Unit: NTD thousand
Notes or accounts receivable
(payable)
Remarks
Balance
As a % of total
notes or
accounts
receivable
(payable)
$ 36,360
14%
-
Unit: NTD thousand
Notes or accounts receivable
(payable)
Remarks
Balance
As a % of total
notes or
accounts
receivable
(payable)
$ 36,360
14%
-
Unit: NTD thousand
Notes or accounts receivable
(payable)
Remarks
Balance
As a % of total
notes or
accounts
receivable
(payable)
$ 36,360
14%
-
Buyer/Seller Counterparty Relationship Transaction situation Situation and reason for transaction
terms different from regular ones
Notes or accounts receivable
(payable)
Remarks
Purchases/
Sales
Amount As a % of total
purchases
(sales)

Credit period
Unit price Credit period Balance As a % of total
notes or
accounts
receivable
(payable)
AP Parpro, Inc. Parpro Nevada, Inc. A subsidiary Sales ( $ 627,263 ) ( 34% ) Net 30 days after
end of month
As agreed None $ 36,360
14%
-
  • 172-

PARPRO CORPORATION

Receivables from related parties amounting to at least NTD100 million or 20% of the paid-in capital

December 31, 2023

Table 4

Unit: NTD thousand

Company listed under accounts
receivable

Counterparty
Relationship Balance of amounts
receivable from related
parties
Turnover Overdue receivables from relatedparties Overdue receivables from relatedparties
Amount to be
recovered after the
balance sheet date
from related parties
(Note)

Allowance for
losses
Amount Treatment method
Parpro Technologies Inc. AP Parpro, Inc. Same parent company Other receivables
$
2
-
$ - - $ 25,518 $ -

Note: It is as of February 29, 2024.

  • 173-

PARPRO CORPORATION

Information on investees, including names of investees and locations

2023

Table 5

Unit: NTD thousand/$ thousand in foreign currency

Name of investor Name of investee Location Principal business
activities
Initial investment amount Initial investment amount Holding at the end of the period at the end of the period Profit (loss) of
investee for this
period
Investment
income (loss)
recognized for
this period
Remarks
End of this
period
End of last
period
Number of
shares
Shareholding
(%)

Carrying
amount
The Company
Efa Technologies
Parpro Holdings
Co., Ltd.
AP Parpro, Inc.
Pilot (Las Vegas),
Inc.
Parpro Quality Inc.
Efa Technologies
Parpro Holdings Co.,
Ltd.
Anderson Industrial
Corp.
Sogotec Precision Co.,
Ltd.
Sogotec Precision Co.,
Ltd.
AP Parpro, Inc.
Pilot (Las Vegas), Inc.
Parpro Quality Inc.
Parpro (Nevada), Inc.
Parpro (Nevada), Inc.
Parpro Technologies Inc.
Taiwan
British Virgin
Islands
Taiwan
Taiwan
Taiwan
The United
States
The United
States
The United
States
The United
States
The United
States
The United
States
Sales of industrial
computers and gaming
machines
Investment
Non-metal computer
numerical control
machining center
Manufacturing and sales
of machinery
Manufacturing and sales
of machinery
Production and sales of
aerospace parts
Investment
Investment
Sales of industrial
computers and gaming
machines
Sales of industrial
computers and gaming
machines
Production and sales of
components for the
network
communications,
aerospace, and national
defense industries
$ -
USD 41,990
470,758
56,507
28,797
USD 18,522
USD
735
USD 23,955
USD
2,941
USD
735

USD 23,500
$ -
USD 36,190

470,758

56,507

28,797
USD 12,722
USD
735
USD 23,955
USD
2,941
USD
735
USD 23,500

3,271,945

41,990
39,904,488

959,880

485,000

6,765

735
23,500,000

510

490

12,859
100
100
20.86
4.73
2.39
100
100
100
80
20
100
$ 18,190
1,972,934
555,457
23,058
11,651
613,203
17,662
1,255,017
70,660
17,662
1,225,017
( $ 2,696 )

69,556
(
14,954 )
(
75,205 )
(
75,205 )
(
21,127 )
(
8,211 )

115,198
(
41,053 )
(
41,053 )

115,198
( $ 2,696 )

69,556
(
4,534 )
(
3,556 )

N/A

N/A

N/A
N/A

N/A

N/A
N/A
A subsidiary
A subsidiary
An associate
An associate
An associate
A
sub-subsidiary
A
sub-subsidiary
A
sub-subsidiary
A
sub-subsidiary
A
sub-subsidiary
A
sub-subsidiary
  • 174-

PARPRO CORPORATION

Information on major shareholders

December 31, 2023

Table 6

Name of major shareholder Shares Shares
Number of shares Shareholdings
Liao, Wen-Chia
Yunyong Investment Co., Ltd.
Jieshi Investment Co., Ltd.
8,071,942
7,500,865
5,830,415
8.11%
7.53%
5.85%
  • Note: The major shareholders in this table are shareholders each holding 5% or more of the Company’s ordinary shares with registration of dematerialized securities completed (including treasury shares) on the last business day of each quarter calculated by the Taiwan Depository & Clearing Corporation. The share capital indicated in the Company’s parent company only financial statements may differ from the actual number of shares that have been issued and delivered with registration of dematerialized securities completed as a result of different bases of preparation.

  • 175-

Independent Auditor’s Report

To PARPRO CORPORATION,

Audit opinion

We have audited the accompanying consolidated balance sheets of PARPRO CORPORATION (the “Company”) and its subsidiaries (collectively, the “Group”) for the years ended December 31, 2023 and 2022 and the relevant consolidated statements of comprehensive income, changes in equity, and cash flows for the years then ended, and relevant notes, including a summary of significant accounting policies (collectively referred to as the “consolidated financial statements”).

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2023 and 2022 and for the years then ended, and its consolidated financial performance and its consolidated cash flows for the years then ended in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, the 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 (FSC) of the Republic of China.

Basis for audit opinion

We conducted our audits in accordance with the Regulations Governing the Auditing and Attestation of Financial Statements by Certified Public Accountants and the auditing standards. Our responsibilities under those standards are further described in the “Auditor’s responsibilities for the audit of the consolidated financial statements” paragraph 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 have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that we have acquired enough and appropriate audit evidence to serve as the basis for our audit opinion.

Key audit matters

Key audit matters refer to the most vital matters in our audit of the Group’s consolidated financial statements for the year ended December 31, 2023 based on our professional judgment. These matters were addressed in our audit of the consolidated financial statements as a whole, and in forming our audit opinion. We do not express a separate opinion on these matters.

  • 176-

Key audit matters of the Group’s consolidated financial statements for the year ended December 31, 2023, are stated as follows:

– Authenticity o revenue operating revenue from certain customers

The Group mainly sells gaming and industrial computers as well as aerospace and national defense products. In 2023, the amount of product revenue from certain customers changed significantly on a year-on-year basis; as we considered revenue recognition to bear a higher inherent risk of fraud and that the management might be pressured to achieve planned financial targets, we listed the authenticity of such revenue as a key audit matter.

We performed for the following audit procedures for the above matter:

  1. Learned about and tested the key internal control systems for the revenue and evaluated the design and implementation effectiveness;

  2. Obtained the statements of the account of the revenue, selected samples for testing of the details, and reviewing documents, such as orders, shipping orders, and invoices to confirm the authenticity of the revenue;

  3. Obtain the statements of the account of the revenue and selected samples to test if there was a significant difference in the write-offs and amounts of receivables to confirm the authenticity of the revenue.

Other matters

The Company has also prepared the parent company only financial statements for the years ended December 31, 2023 and 2022, for which we have issued an audit report, with an unqualified opinion, for reference.

Responsibilities of the management and the governing bodies for the consolidated financial statements

The management’s responsibilities are to prepare the consolidated financial statements with fair presentation in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) (collectively referred to as “IFRSs”) endorsed and issued into effect by the Financial Supervisory Commission (FSC) of the Republic of China and to maintain necessary internal control associated with the preparation in order to ensure that the consolidated financial statements are free from material misstatement arising from fraud or error.

In preparing the consolidated financial statements, the management is responsible for assessing the ability of the Group in continuing as a going concern, disclosing relevant matters, and adopting the going concern basis of accounting unless the management intends to liquidate the Group or cease the operations without other viable alternatives.

The Group’s governing bodies (including the Audit Committee) are responsible for supervising the financial reporting process.

Auditor’s responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance on whether the consolidated financial statements as a whole are free from material misstatement arising from fraud or error and to issue an independent auditors’ report. Reasonable assurance is a high-level assurance but is not a guarantee that an audit conducted in accordance with the auditing standards will always detect a material misstatement when it exists. Misstatement may arise from frauds or error. If the amounts of misstatements, either separately or in aggregate, could reasonably be expected to

  • 177-

influence the economic decisions of the users of the consolidated financial statements, they are considered material.

We have exercised our professional judgment and professional skepticism when performing the audit work in accordance with the auditing standards. We also performed the following tasks:

  1. Identified and assessed the risks of material misstatement arising from fraud or error within the consolidated financial statements; designed and executed countermeasures in response to said risks, and obtained sufficient and appropriate audit evidence to provide a basis for our opinion. Fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Therefore, the risk of not detecting a material misstatement resulting from fraud is higher than the one resulting from error.

  2. Understood the internal control related to the audit in order to design appropriate audit procedures under the circumstances, while not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.

  3. Evaluated the appropriateness of accounting policies adopted and the reasonableness of accounting estimates and relevant disclosures made by the management.

  4. Concluded on the appropriateness of the management’s adoption of the going concern basis of accounting based on the audit evidence obtained and whether a material uncertainty exists for events or conditions that may cast significant doubt over the Group’s ability to continue as a going concern. If we are of the opinion that a material uncertainty exists, we shall remind users of the consolidated financial statements to pay attention to relevant disclosures in the said statements within our audit report. If such disclosures are inadequate, we need to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.

  5. Evaluated the overall presentation, structure, and content of the consolidated financial statements (including relevant notes), and whether the consolidated financial statements adequately present the relevant transactions and events.

  6. Obtained sufficient and appropriate audit evidence concerning the financial information of entities within the Group, to express an opinion on the consolidated financial statements. We were responsible for guiding, supervising, and performing the audit and forming an audit opinion on the Group.

The matters communicated between us and the governing bodies included the planned scope and times of the audit and material audit findings (including any material defects in internal control identified during the audit).

We also provided the governing bodies with a declaration that we have complied with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China regarding independence and communicated with them all relations and other matters that may possibly be regarded as detrimental to our independence (including relevant protective measures).

  • 178-

From the matters communicated with the governing bodies, we determined the key audit matters for the audit of the Group’s consolidated financial statements for the year ended December 31, 2023. We have clearly indicated such matters in the auditors’ report. Unless legal regulations prohibit the public disclosure of specific matters, or in extremely rare cases, where we decided not to communicate specific items in the auditors’ report for it could be reasonably anticipated that the negative effects of such disclosure would be greater than the public interest it brings forth.

Deloitte & Touche CPA Chen, Pei-Te

CPA Chen, Chun-Hung

Financial Supervisory Commission Approval Document No.

Jin-Guan-Zheng-Shen-Zi No. 1080321204

Financial Supervisory Commission Approval Document No.

Jin-Guan-Zheng-Shen-Zi No. 0990031652

March 13, 2024

  • 179-

PARPRO CORPORATION and Its Subsidiaries

Consolidated Balance Sheet

December 31, 2023 and 2022

Unit: NTD thousand

Code

1100
1110
1172
1200
1220
130X
1410
11XX

1517
1550
1600
1755
1805
1821
1840
1990
15XX
1XXX

Code

2100
2110
2120
2170
2219
2230
2250
2280
2320
2399
21XX

2530
2540
2570
2580
25XX
2XXX

3110
3200
3310
3320
3350
3300
3400
3500
3XXX
Assets
Current assets
Cash (Note 6)
Financial assets at fair value through profit or loss (Note 7)
Accounts receivable (Notes 9 and 27)
Other receivables (Notes 9 and 27)
Current income tax assets
Inventories (Note 10)
Prepayments
Total current assets
Non-current assets
Financial assets at fair value through other comprehensive income
(Note 8)
Investments using the equity method (Notes 5 and 12)
Property, plant and equipment (Note 13)
Right-of-use assets (Notes 14 and 27)
Goodwill (Notes 5 and 15)
Intangible assets (Note 15)
Deferred tax assets (Note 23)
Other non-current assets
Total non-current assets
Total assets
Liabilities and equity
Current liabilities
Short-term borrowings (Note 16)
Short-term notes payable
Financial liabilities at fair value through profit or loss (Note 7)
Accounts payable
Other payables (Notes 18 and 27)
Current income tax liabilities
Provisions
Lease liabilities (Notes 14 and 27)
Long-term liabilities – current portion (Notes 16 and 17)
Other current liabilities (Notes 21 and 27)
Total current liabilities
Non-current liabilities
Corporate bonds payable (Note 17)
Long-term borrowings (Note 16)
Deferred tax liabilities (Note 23)
Lease liabilities (Notes 14 and 27)
Total non-current liabilities
Total liabilities
Equity (Note 20)
Ordinary share capital
Capital surplus
Retained earnings
Legal reserve
Special reserve
Undistributed earnings
Total retained earnings
Other equity
Treasury shares
Total equity
Total liabilities and equity
December 31, 2023
Amount
%
$ 195,552
5
8
-
650,982
18
1,090
-
11,863
-
1,195,798
33
66,777

2
2,122,070
58
48,448
1
590,166
16
133,121
4
189,491
5
462,304
13
66,993
2
1,536
-
20,972

1
1,513,031
42
$ 3,635,101
100
$ 293,608
8
30,000
1
7,880
-
310,868
9
126,385
3
25,790
1
1,113
-
40,018
1
90,621
2
32,922

1
959,205
26
422,685
12
92,650
3
20
-
157,416

4
672,771
19
1,631,976
45
983,789
27
642,138
18
141,737
4
33,051
1
225,535

6
400,323
11

23,125)
(
1)
-

-
2,003,125
55
$ 3,635,101
100
December 31, 2022 December 31, 2022
Amount
$ 195,552
8
650,982

1,090
11,863
1,195,798

66,777

2,122,070

48,448
590,166

133,121
189,491
462,304

66,993
1,536
20,972

1,513,031

$ 3,635,101

$ 293,608
30,000
7,880
310,868
126,385
25,790
1,113
40,018
90,621
32,922

959,205

422,685

92,650
20
157,416

672,771

1,631,976

983,789

642,138

141,737
33,051
225,535

400,323


23,125)

-

2,003,125

$ 3,635,101
Amount
$ 143,828
-
688,004

49,501
2,616
1,066,199

49,058

1,999,206

10,160
594,576

154,899
217,931
462,379

78,171
1,211
12,197

1,531,524

$ 3,530,730

$ 620,479

-
11,954
282,266
166,584
10,979
1,113
37,083
130,041
96,808

1,357,307

463,567

47,827
1,995
185,855

699,244

2,056,551

833,544

329,808

131,486
137,381
104,145

373,012


33,051)


29,134)

1,474,179

$ 3,530,730
%
















(


















(
(

4
-
20
2
-
30

1
57
-
17
5
6
13
2
-

-
43
100
17
-
-
8
5
-
-
1
4

3
38
13
2
-

5
20
58
24

9
4
4

3
11
(
1)
(
1)
42
100

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

Chairman: Liao, Wen-Chia Managerial Officer: Yen, Tsung-Chien

Chief Accounting Officer: Wu, Hsiu-Pi

  • 180-

PARPRO CORPORATION and Its Subsidiaries

Consolidated Statement of Comprehensive Income

December 31, 2023 and 2022

Unit: In NTD thousand, except for earnings per share in NTD

Code
4100
Operating revenue (Notes 21
and 27)

5110
Operating costs (Notes 9, 10,
and 22)

5900
Gross profit

Operating expenses (Notes 9,
22, and 27)
6100
Selling expense
6200
Administrative expenses
6300
Research and development
expenses
6450
Expected credit
impairment loss (gain
on reversal)

6000
Total operating
expenses

6900
Net operating profit

Non-operating income and
expenses (Notes 22 and 27)
7100
Interest income
7010
Other income
7020
Other gains and losses
7050
Financial costs

7060
Share of profit and loss of
associates using the
equity method

7000
Total non-operating
income and
expenses

7900
Net income before tax
7950
Income tax expense (Note 23)
8200
Net income for 2023
2023 %
100

86

14

1
9
-
(
1)


9


5

-
1
-
(
2 )

-

(
1)

4
(
1)


3
2022
%
100
84
16
1
12
-

-
13

3
-
1
1
(
2 )

1

1
4

-

4

(Continued from the next page)

  • 181-

(Continued from the previous page)

Code
Other comprehensive income
8310
Items not reclassified to
profit or loss:
8316
Unrealized gains or
losses on
investment in
equity instruments
at fair value
through other
comprehensive
income

8330
Share of other
comprehensive
income of
associates using the
equity method
8360
Items that may be
reclassified
subsequently to profit or
loss:
8361
Exchange Differences
in Translating the
Financial
Statements of
Foreign Operations
8300
Other comprehensive
income after tax for
2023

8500
Total comprehensive income
for 2023

Earnings per share (Note 24)
9750
Basic

9850
Diluted
2023 %
-

-

-


-


3


2022
Amount
$ 8,306
5,432
4,037)

9,701

$ 90,021

$ 0.87
$ 0.73
Amount
( $ 7,300 )
9,144

172,155


173,999

$ 273,512

$ 1.21
$ 1.07
%

(




-
-

6

6
10

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

Chairman: Liao, Wen-Chia Managerial Officer: Yen, Tsung-Chien Chief Accounting Officer: Wu, Hsiu-Pi

  • 182-

Unit: NTD thousand

PARPRO CORPORATION and Its Subsidiaries

Consolidated Statement of Changes in Equity

December 31, 2023 and 2022

Code
A1
Balance as at January 1, 2022

Earnings distribution for 2021
B1
Legal reserve provided
B3
Special reserve provided
B5
Common stock cash dividends

Total earnings distributed

D1
Net income for 2022
D3
Other comprehensive income after tax for 2022

D5
Total comprehensive income for 2022

C5
Components of convertible corporate bonds issued by
the Company recognize in equity
C15
Cash distributed from the capital surplus
I1
Convertible corporate bonds converted
L3
Treasury shares canceled

Z1
Balance as at December 31, 2022
Earnings distribution for 2022
B1
Legal reserve provided
B17
Special reserve reversed
B5
Common stock cash dividends

Total earnings distributed

D1
Net income for 2023
D3
Other comprehensive income after tax for 2023

D5
Total comprehensive income for 2023

C5
Components of convertible corporate bonds issued by
the Company recognize in equity
I1
Convertible corporate bonds converted
L3
Treasury shares canceled

Z1
Balance as at December 31, 2023
Share capital
Ordinary share
capital
Share capital to be
registered
$ 834,516
$ 28

-
-
-
-

-

-


-

-

-
-

-

-


-

-

-
-
-
-

28
(
28 )
(
1,000)

-

833,544
-
-
-
-
-

-

-


-

-

-
-

-

-


-

-

-
-
161,495
-
(
11,250)

-

$ 983,789
$ -
Share capital
Ordinary share
capital
Share capital to be
registered
$ 834,516
$ 28

-
-
-
-

-

-


-

-

-
-

-

-


-

-

-
-
-
-

28
(
28 )
(
1,000)

-

833,544
-
-
-
-
-

-

-


-

-

-
-

-

-


-

-

-
-
161,495
-
(
11,250)

-

$ 983,789
$ -
Capital surplus
$ 310,881

-
-

-


-

-

-


-

28,740
(
8,223 )

-
(
1,590)

329,808
-
-

-


-

-

-


-

31,291
281,039

-

$ 642,138
Retained earnings Undistributed
earnings
$ 105,974


10,597 )

60,844 )

32,892)


104,333)

99,513
2,991

102,504

-
-
-
-

104,145


10,251 )

104,330

34,900)

59,179

80,320

225)

80,095

-
-

17,884)

$ 225,535
Other equity items
Exchange
Differences in
Translating the
Financial
Statements of
Foreign Operations
Unrealized gain
(loss) on financial
assets at fair value
through other
comprehensive
income
( $ 193,964 ) ( $ 10,095 )

-
-

-
-

-

-


-

-

-
-

172,155
(
1,147)


172,155
(
1,147)

-
-
-
-
-
-

-

-

(
21,809 ) (
11,242 )

-
-
-
-

-

-


-

-

-
-
(
4,037)

13,963

(
4,037)

13,963

-
-
-
-

-

-

($ 25,846)
$ 2,721
Other equity items
Exchange
Differences in
Translating the
Financial
Statements of
Foreign Operations
Unrealized gain
(loss) on financial
assets at fair value
through other
comprehensive
income
( $ 193,964 ) ( $ 10,095 )

-
-

-
-

-

-


-

-

-
-

172,155
(
1,147)


172,155
(
1,147)

-
-
-
-
-
-

-

-

(
21,809 ) (
11,242 )

-
-
-
-

-

-


-

-

-
-
(
4,037)

13,963

(
4,037)

13,963

-
-
-
-

-

-

($ 25,846)
$ 2,721
Treasury shares
( $ 31,724 )
-
-

-


-

-

-


-

-
-

-

2,590

(
29,134 )
-
-

-


-

-

-


-

-
-

29,134

$ -
Total equity
Exchange
Differences in
Translating the
Financial
Statements of
Foreign Operations
( $ 193,964 )

-

-

-


-

-

172,155


172,155

-
-
-

-

(
21,809 )

-
-

-


-

-
(
4,037)

(
4,037)

-
-

-

($ 25,846)
Ordinary share
capital
$ 834,516

-
-

-


-

-

-


-

-
-
28

(
1,000)

833,544
-
-

-


-

-

-


-

-
161,495
(
11,250)

$ 983,789
Legal reserve
$ 120,889

10,597
-
-

10,597

-
-

-

-

-
-
-

131,486
10,251
-

-

10,251

-
-

-

-
-
-

$ 141,737
Special reserve
$ 76,537

-

60,844


-


60,844

-

-


-

-
-
-

-

137,381
-

(
104,330 )

-

(
104,330)

-

-


-

-
-

-

$ 33,051





(




(





(











(

(























(

(




(
(
(
(



(

(

(

(
(







(



(
(

(
(


(
(

(





(





(






(
(


(


(
(



$ 1,213,042
-
-

32,892)

32,892)
99,513
173,999
273,512
28,740

8,223 )
-
-

1,474,179
-
-

34,900)

34,900)
80,320
9,701
90,021
31,291
442,534
-
$ 2,003,125

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

Chairman: Liao, Wen-Chia

Managerial Officer: Yen, Tsung-Chien

Chief Accounting Officer: Wu, Hsiu-Pi

  • 183-

PARPRO CORPORATION and Its Subsidiaries

Consolidated Statement of Cash Flows

December 31, 2023 and 2022

Code
Net cash flow of operating activities
A10000
Net income before tax
A20010
Income and expenses
A20100
Depreciation expense
A20200
Amortization expense
A20300
Expected credit impairment loss
(gain on reversal)
A20400
Net (gain) loss on financial
instruments measured at fair
value through profit or loss
A20900
Financial costs
A21200
Interest income
A22300
Share of profit and loss of
associates using the equity
method
A22500
Gain on disposal of property,
plant and equipment
A23700
Loss on inventory valuation loss
and obsolescence (reversed)
A24100
Unrealized foreign exchange
gain
A24200
Loss on repayment of convertible
corporate bonds
A29900
Government grants
A30000
Net changes in operating assets and
liabilities
A31150
Accounts receivable
A31180
Other receivables
A31200
Inventory
A31230
Prepayments
A32150
Accounts payable
A32180
Other payables
A32230
Other current liabilities
A33000
Cash inflow (outflow) from
operations
A33100
Interest received
A33300
Interest paid
A33500
Income tax paid
AAAA
Net cash inflows (outflows) from
operating activities
Unit: NTD thousand
2023
2022
$ 140,671
$ 107,741
82,476
81,919
11,329
10,838
(
19,469 )
10,756
(
7,834 )
4,003
44,996
54,009
(
898 )
(
428 )
9,886
(
30,420 )
(
78 )
(
108 )
(
22 )
34,362
(
1,612 )
(
3,261 )
-
6,175
-
(
18,113 )
56,355
( 285,266 )
48,411
(
46,342 )
( 140,385 )
( 236,871 )
(
9,989 )
6,323
28,702
88,357
14,855
28,772
(
56,465)

78,119
200,929
( 109,435 )
898
428
(
35,239 )
(
38,243 )
(
56,121)
(
8,487)
110,467
(155,737)

(Continued from the next page)

  • 184-

(Continued from the previous page)

Code
Net cash flow of investing activities
B00100
Financial assets at fair value through
other comprehensive income
acquired
B02700
Property, plant and equipment
acquired
B02800
Proceeds from disposal of property,
plant and equipment
B03700
Increase in guarantee deposits paid
B06800
Decrease in other non-current assets
B07100
Increase in prepayments for business
facilities
B07600
Dividends from associates received
BBBB
Net cash outflow from investing
activities
Net cash flow of financing activities
C00200
Decrease in short-term borrowings
C00500
Increase in short-term notes payable
C01200
Convertible corporate bonds issued
C01300
Convertible corporate bonds repaid
C01600
Long-term borrowings
C01700
Long-term borrowings repaid
C03700
Increase (decrease) in other payables
C04020
Lease principal repaid
C04500
Dividends paid to owners of the
Company
CCCC
Net cash outflow from financing
activities
DDDD Effect of exchange rate changes on cash
EEEE
Net increase (decrease) in cash
E00100 Opening balance of cash
E00200 Ending balance of cash
2023
( $ 29,982 )
(
16,691 )
249
(
5,773 )
-
(
3,070 )

3,990
(
51,277)
( 327,386 )
30,000
394,488
-
274,468
( 237,765 )

(
65,000 )
(
40,945 )
(
34,900)
(
7,040)
(
426)
51,724
143,828
$ 195,552
2022
( $ 17,460 )
(
2,302 )
108
(
206 )
349
-

3,990
(
15,521)
(
48,078 )
-
494,409
( 425,500 )
70,000
( 101,036 )
65,000
(
36,971 )
(
41,115)
(
23,291)

23,853
( 170,696 )
314,524
$ 143,828

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

Chairman: Liao, Wen-Chia Managerial Officer: Yen, Tsung-Chien Chief Accounting Officer: Wu, Hsiu-Pi

  • 185-

PARPRO CORPORATION and Its Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2023 and 2022

(In NTD thousand, unless stated otherwise)

I. Company History

PARPRO CORPORATION (hereinafter referred to as the “Company”) was incorporated on December 27, 2001, mainly engaging in the processing of motherboards for security control and communications as well as the manufacturing and sales of industrial computers and gaming machines.

The Company’s stock was approved by the Securities and Futures Bureau (SFB), Financial Supervisory Commission (FSC) in December 2009 for the retroactive procedures for public offering and trading at Taipei Exchange (TPEx), and was listed on Taiwan Stock Exchange (TWSE) on November 21, 2013.

The consolidated financial statements are presented in the Company’s functional currency, i.e. New Taiwan dollar (NTD).

II. Date and Procedures for Approval of Financial Statements

The consolidated financial statements were published after being approved by the Board of Directors on March 13, 2024.

III. Application of New and Revised Standards and Interpretation

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

The application of the IFRS Accounting Standards endorsed and issued into effect by the FSC does not cause a material change in the Group’s accounting policies.

  • (II) Application of the IFRS Accounting Standards endorsed by FSC in 2024

Effective date announced New/amended/revised standards or interpretation by IASB (Note 1) Amendments to IFRS 16, “Lease Liability in a Sale January 1, 2024 (Note 2) and Leaseback”

Amendments to IAS 1 “Classification of Liabilities January 1, 2024 as Current or Non-current” Amendments to IAS 1 “Non-current Liabilities with January 1, 2024 Covenants” Amendments to IAS 7 and IFRS 7 “Supplier January 1, 2024 (Note 3) Financing Arrangements”

  • Note 1: Unless otherwise noted, the above new/revised/amended standards and interpretations take effective in their respective annual reporting periods beginning on or after their respective dates.

  • 186-

  • Note 2: The seller and lessee shall apply the amendments to IFRS 16 retrospectively to the sale and leaseback carried out after the date of initial application of IFRS 16.

  • Note 3: When the amendments apply for the first time, some requirements for disclosures are exempted.

By the time the consolidated financial statements were approved to be released, the Group confirmed that the amendments to the above standards and interpretations would not cause a material impact on its financial position and financial performance.

(III) The IFRS Accounting Standards released by the IASB but not yet endorsed and issued into effect by the FSC

Effective date announced New/amended/revised standards or interpretation by IASB (Note 1) Amendment to IFRS 10 and IAS 28, “Sale or To be determined Contribution of Assets between an Investor and its Affiliate or Joint Venture.” IFRS 17 “Insurance Contracts” January 1, 2023 Amendments to IFRS 17 January 1, 2023 Amendments to IFRS 17 “Initial Application of IFRS January 1, 2023 17 and IFRS 9 – Comparative Information” Amendments to IAS 21 “Lack of Exchangeability” January 1, 2025 (Note 2)

  • Note 1: Unless otherwise noted, the above new/revised/amended standards and interpretations take effective in their respective annual reporting periods beginning on or after their respective dates.

  • Note 2: It applies to the annual reporting periods starting on or after January 1, 2025. When the amendments apply for the first time, the effect will be recognized in retained earnings on the first-time application date. When the Group adopts a non-functional currency as the presentation currency, the effects will be reclassified as the exchange differences arising from the translation of the financial statements of foreign operations under equity on the first-time application date.

As of the date of issuance of the consolidated financial statements, the Group still continued to evaluate the effect of the amendments to other standards and interpretations on its financial position and financial performance, and the relevant effects will be disclosed when the evaluation is completed.

IV. Summary of Significant Accounting Policies

  • (I) Statement of compliance

The consolidated financial statements are prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRS Accounting Standards endorsed and issued into effect by the FSC.

(II) Basis for preparation

The consolidated financial statements were prepared on a historical cost basis, except for financial instruments measured at fair value.

  • 187-

The fair value measurement is classified into three levels based on the observability and significance of relevant inputs:

  1. Level 1 inputs: Quoted (unadjusted) prices in active markets for identical assets or liabilities on the measurement date.

  2. Level 2 inputs: Inputs, other than quoted market prices within level 1 that are observable, either directly (i.e. prices) or indirectly (derived from prices) for assets or liabilities.

  3. Level 3 inputs: Unobservable inputs for assets or liabilities.

  4. (III) Criteria for 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 12 months after the balance sheet date; and

  3. Cash.

Current liabilities include:

  1. Liabilities held primarily for the purpose of trading;

  2. Liabilities due to be settled within 12 months after the balance sheet date; and

  3. Liabilities with a repayment deadline that cannot be unconditionally deferred for at least 12 months after the balance sheet date.

Assets and liabilities that are not classified as current are classified as non-current.

  • (IV) Basis for consolidation

The consolidated financial statements include the financial statements of the Company and entities controlled by the Company (subsidiaries). The subsidiaries’ financial statements have been adjusted to make the accounting policies consistent with the Group’s ones. In preparing the consolidated financial statements, all inter-entity transactions, account balances, as well as income and losses have been eliminated.

For details of subsidiaries, shareholdings, and business activities, please refer to Note 11 and Table 6.

  • (V) Foreign currencies

When each entity prepares financial statements, transactions in currencies other than the entity’s functional currency (foreign currencies) are converted into the functional currency at the exchange rate prevailing on the transaction date.

  • 188-

On each balance sheet date, monetary items denominated in foreign currencies are translated at the rates prevailing on that date. Exchange differences on monetary items arising from settlement or translation are recognized in profit or loss in the year in which they arise.

When the consolidated financial statements are prepared, the assets and liabilities of foreign operations (including subsidiaries and associates operating in a country or using a currency different from that of the Company) are translated into NTD at the exchange rate prevailing on each balance sheet date. Income and expense items are translated at the year’s average exchange rate, and the resulting exchange differences are recognized in other comprehensive income.

Goodwill and adjustments to the fair values of the carrying amounts of assets and liabilities arising from the acquisition of a foreign operation are regarded as the foreign operation’s assets and liabilities and translated at the closing exchange rate on each balance sheet date, and the resulting exchange difference is recognized in other comprehensive income.

(VI) Inventory

Inventories include raw materials, work in progress, and finished goods. The values of inventories are determined at cost or net realizable value, whichever is lower. The comparison of the cost and the net realizable value is based on individual items except for inventories of the same category. The net realizable value is the estimated selling price in the ordinary course of business, less the estimated cost of completion and the estimated costs necessary to make the sale. The costs of inventories are calculated using the weighted average method.

(VII) Investments in associates

An associate is an entity over which the Group has significant influence and is not a subsidiary.

The Group adopts 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. In addition, the Group recognizes the changes in the equity it holds in its associates in proportion to its shareholdings.

The amount by which the Group’s share of an associate’s net fair values of the identifiable assets and liabilities on the acquisition date exceeds the acquisition cost is recognized in the year’s profit or loss.

When the Group assesses the impairment, it takes the carrying amount of the entire investment as a single asset, compares its recoverable amount with the carrying amount, and performs an impairment test, and the impairment loss recognized is not apportioned to any assets that form part of the carrying amount of the investment. Any reversal of impairment losses is recognized to the extent of a subsequent increase in the recoverable amount of the investment.

  • 189-

(VIII) Property, plant and equipment

Property, plant and equipment are recognized at cost and, subsequently, measured at cost, less accumulated depreciation.

Property, plant and equipment are depreciated using the straight-line method over their useful lives. Each significant part is depreciated separately. The Group conducts at least one annual review at the end of each year to assess the estimated useful life, residual value, and depreciation methods, while applying the effect of changes in accounting estimates prospectively.

When property, plant and equipment are derecognized, the difference between the net disposal proceeds and the carrying amount of the asset is recognized in loss or profit.

(IX) Goodwill

The cost of goodwill from business combination is the amount of goodwill recognized at the acquisition date and is subsequently measured at cost less accumulated impairment losses.

To test impairment, goodwill is allocated among each cash-generating unit or a group of cash-generating units, which is expected to benefit from the synergies of the combination.

The carrying amount and recoverable amount of the cash-generating units to which goodwill is allocated will be compared every year and whenever there are signs of impairment to test the impairment of the units. If the goodwill apportioned to cash-generating units was obtained from a business combination in the year, the cash-generating units should be tested for impairment before the end of the year. If the recoverable amount of cash-generating units to which goodwill is apportioned is lower than its carrying amount, the impairment loss is first deducted from the carrying amount of the goodwill of the said cash-generating units. Next, the carrying amount of other assets within the said cash-generating units is deducted from the carrying amount of the goodwill of the said cash-generating units in proportion to the carrying amount of each asset. Any impairment loss is recognized in loss in the current year. Impairment loss of goodwill may not be reversed subsequently.

(X) Intangible assets

1. Intangible asset

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. Intangible assets are amortized using a straight-line method over the useful lives. The Group conducts at least one annual review at the end of each year to assess the estimated useful life, residual value, and amortization methods, while applying the effects of changes in accounting estimates prospectively.

  • 190-

  • Acquisition through business combination

Intangible assets acquired through business combination are recognized at fair value on the acquisition date and recognized separately from goodwill, and the subsequent measurement method is the same as that of intangible assets acquired separately.

3.Derecognition

When an intangible asset is derecognized, the difference between the net disposal proceeds and the carrying amount of the asset is recognized in current profit or loss.

  • (XI) Impairment of property, plant and equipment, right-of-use assets, and intangible assets (excluding goodwill)

The Group assesses if there are any signs of potential impairment of property, plant and equipment, right-of-use assets, and intangible assets (excluding goodwill) at each balance sheet date. If there is any sign of impairment, an estimate is made of its recoverable amount. If it is not unable to determine the recoverable amount of an asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. Shared assets are apportioned to each cash-generating unit on a reasonable and consistent basis.

The recoverable amount is the fair value, less cost of sales or its value in use, whichever is higher. If the recoverable amount of an asset or the cash-generating unit is lower than its carrying amount, the carrying amount is reduced to the recoverable amount, and the impairment loss is recognized in profit or loss.

When the impairment loss is subsequently reversed, the carrying amount of the asset or the cash-generating unit is increased to the revised recoverable amount, provided that the increased carrying amount should not exceed the carrying amount (less amortization or depreciation) of the asset or cash-generating unit which was not recognized as impairment loss in prior years. The reversal of the impairment loss is recognized in profit or loss.

(XII) Financial instruments

Financial assets and financial liabilities are recognized in the consolidated balance sheet when the Group becomes a party to the contractual provisions of the instruments.

Financial assets and financial liabilities not at fair value through profit or loss are measured at fair value plus transaction costs directly attributable to the acquisition or issuance of financial assets or financial liabilities. The transaction costs directly attributable to the acquisition or issuance of financial assets or financial liabilities at fair value through profit or loss is immediately recognized in profit or loss.

1. Financial asset

Regular trading of financial assets shall be recognized and derecognized in accordance with trade date accounting.

  • 191-

(1) Measurement types

Financial assets held by the Group are those measured at amortized cost and investments in equity instruments measured at fair value through other comprehensive income.

  • A. Financial assets measured at amortized cost

When the Group’s investments in financial assets meet the following two conditions simultaneously, they are classified as financial assets measured at amortized cost:

  • a. which the objective is to collect contractual cash flows by holding the financial assets; and

  • b. The cash flows on specific dates specified in the contractual terms are solely payments of the principal and interest on the principal amount outstanding.

After initial recognition, the assets (including cash and cash equivalents, accounts receivable, and other receivables) are measured at the amortized cost of the total carrying amount determined using the effective interest method, less any impairment loss, and any foreign currency exchange differences are recognized in profit or loss.

Interest revenue is calculated by multiplying the effective interest rate by the total carrying amount of financial assets:

  • B. Investment in equity instruments at fair value through other comprehensive income

The Group may, upon initial recognition, make an irrevocable election to designate as at fair value through other comprehensive income the investments in equity instruments that are not held for trading and the ones that are not recognized by an acquirer in a business combination or with the contingent consideration.

Investments in an equity instrument measured at fair value through other comprehensive income are measured at fair value, and any subsequent fair value changes are recognized in other comprehensive income and accumulated in other equity. Upon disposal of investments, cumulative gain or loss is directly transferred to retained earnings and is not reclassified to profit or loss.

Dividends of investments in equity instruments measured at fair value through other comprehensive income are recognized in profit or loss when the Group’s right to receive dividends is established unless such dividends clearly represent the recovery of a part of the investment cost.

  • 192-

(2) Impairment of financial assets

The Group assesses the impairment loss of financial assets measured at amortized cost (including notes and accounts receivable) based on the expected credit loss on each balance sheet date.

An allowance for losses on accounts receivable is recognized based on expected credit losses during the duration. Other financial assets are first assessed based on whether the credit risk has increased significantly since the initial recognition. If there is no significant increase in the risk, an allowance for losses is recognized at an amount equal to 12-month expected credit losses. If the risks have increased significantly, an allowance for losses is recognized at an amount equal to lifetime expected credit losses.

The expected credit losses refer to the weighted average credit loss with the risk of default as the weight. The 12-month expected credit losses represent the expected credit losses from possible defaults of a financial instrument within 12 months after the reporting date. The lifetime expected credit losses represent the expected credit losses from all possible defaults in a financial instrument over the expected life of a financial instrument.

All impairment losses on financial assets are reduced to their carrying amounts through an allowance account for losses.

(3) Derecognition of financial assets

The Group derecognizes a financial asset when the contractual rights to the cash inflow from the financial asset expire or when it transfers the financial assets 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 consideration received is recognized in profit or loss. When an investment in equity instrument at fair value through other comprehensive income in its entirety is derecognized, the cumulative profit or loss is transferred directly to retained earnings and is not reclassified to profit or loss.

2. Financial liabilities

(1) Subsequent measurement

All financial liabilities are measured at amortized cost in the effective interest method.

(2) Derecognition of financial liabilities

The difference between the carrying amount of financial liabilities derecognized and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.

  • 193-

3. Convertible corporate bonds

The convertible corporate bonds issued by the Group are based on the substance of the contractual agreement and the definitions of financial liabilities and equity instruments, and components of the bonds are classified as financial liabilities and equity upon initial recognition.

Upon initial recognition, the fair values of the components of liabilities are estimated with the current market interest rate for similar non-convertible instruments and measured at amortized cost in the effective interest method before conversion or the maturity date. Liability components, which are embedded non-equity derivatives, are measured at fair value.

The right to convert bonds classified as equity is equal to the remaining amount of the overall fair value of the composite instrument minus the separately determined fair value of the liability component. It is recognized as equity after deducting the impact of income tax and is not subsequently measured. When the right to convert bonds is exercised, its relevant components of liabilities and the amounts under equity will be reclassified to share capital and capital surplus – issuance at premium. If the right to convert convertible corporate bonds has not been exercised on the maturity date, the amount recognized in equity will be reclassified to capital surplus – others.

Transaction costs related to the issuance of convertible corporate bonds are apportioned to the components of liabilities and equity of the instrument in proportion to the total price.

(XIII) Revenue recognition

After the Group identifies its performance obligations in contracts with clients, it allocates the transaction costs to each obligation in the contracts and recognizes revenue upon completion of performance obligations.

Merchandise sales revenue

Merchandise sales revenue is from gaming and sales of industrial computers and aerospace and national defense components. The revenue from the products sold by the Group is recognized when the products are shipped out according to the contract, at which the Group recognizes the amount in accounts receivable.

When supplying materials for outsourced processing, as the control of the ownership of the processed products has not been transferred, it is not recognized in revenue when the materials are supplied out.

(XIV) Leasing

The Group assesses whether a contract belongs to (or contains) a lease on the date of establishment of the contract.

  1. The Group as a lessor

Under operating leases, lease payments are recognized in income on a straight-line basis over the relevant lease terms.

  • 194-

2. The Group as a lessee

The Group recognizes right-of-use assets and lease liabilities for all leases at the lease commencement date, except for low-value asset leases and short-term leases accounted for with recognition exemption applied where lease payments are recognized in expenses on a straight-line basis over the lease terms.

The right-of-use assets are initially measured at cost (including the initially measured amount of the lease liability, lease payments made before the commencement date of the lease, less lease incentives received, initial direct costs, and estimated costs of restoring the underlying assets) and subsequently measured at cost less accumulated depreciation and accumulated impairment losses, and the remeasurement of the lease liability is adjusted. Right-of-use assets are presented on a separate line in the consolidated balance sheets

Right-of-use assets are depreciated on a straight-line basis from the lease commencement date to the end of the useful life or the end of the lease term, whichever is earlier.

Lease liabilities are initially measured at the present value of the lease payment (including fixed payments) If the interest rate implicit in a lease can be easily determined, the lease payment is discounted at such an interest rate. If the interest rate cannot be easily determined, the lessee’s incremental borrowing rate applies

Subsequently, lease liabilities are measured at the amortized cost using the effective interest rate method, and interest expense is amortized over the lease term. Lease liabilities are presented on a separate line in the consolidated balance sheets.

(XV) Borrowing costs

Borrowing costs are recognized in profit or loss when arise.

(XVI) 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 are recognized in profit or loss on a systematic basis in the period in which the relevant costs of intended compensation are recognized in expenses by the Group.

If the government grants are used to compensate for expenses or losses already incurred or for providing immediate financial support to the Group without relevant costs incurred in the future, they will be recognized in profit or loss in the period in which they can be received.

  • 195-

(XVII) Employee benefits

  1. Short-term employee benefits

Relevant liabilities for short-term employee benefits are measured by the non-discounted amount expected to be paid in exchange for employee services.

2. Post-employment benefits

For pension under a defined contribution plan, the amount of pension contributed is recognized in expenses during employees’ service period.

(XVIII) Income tax

Income tax expense is the sum of the current income tax and deferred income

tax.

1. Current income tax

The Group determines the current income (loss) in accordance with the laws and regulations formulated by the authority in the jurisdiction to which an income tax turn should be filed and calculates the payable (recoverable) income tax accordingly.

A surtax is imposed on the undistributed earnings pursuant to the Income Tax Act of the Republic of China is recognized by a resolution of the shareholders’ meeting.

Adjustment to income tax payable from prior years are recognized in the current income tax.

2. Deferred tax

Deferred tax is calculated based on the temporary differences between the carrying amount of assets and liabilities, and the corresponding tax bases used in the computation of taxable income.

All taxable temporary differences are generally in deferred tax liabilities, and deferred tax assets are recognized when it is probable that future taxable income will be available against the income tax credits arising from the deductible temporary differences and carryforward of the unused losses.

Taxable temporary differences associated with investments in subsidiaries are recognized in deferred liabilities, except where the Group is able to control the reversal of the temporary difference and it is probable that the said temporary difference will not be reversed in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable income will be available to allow all or part of the asset to be recovered. A previously unrecognized deferred tax asset is also reviewed at each balance sheet date, and its carrying amount will be increased as it has become probable that future taxable income will allow all or part of the asset to be recovered.

  • 196-

Deferred tax assets and liabilities are measured at the tax rates in the year in which the liabilities are expected to be settled or assets realized, based on tax rates and tax laws that have been enacted or substantively enacted at the balance sheet date. 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 balance sheet date, to recover or settle the carrying amount of its assets and liabilities.

  1. Current and deferred income taxes

Current and deferred taxes are recognized in profit or loss. However, the current and deferred income taxes related to items recognized in other comprehensive income or directly included in equity are recognized in other comprehensive income or directly included in equity.

V. Significant Accounting Judgments and Estimations, and Main Sources of Assumption Uncertainties

When the Group adopts accounting policies, the management is required to make judgments, estimates and assumptions that are based on historical experience and other factors that are not readily apparent from other sources. Actual results may differ from the estimates.

The Group’s management will continue to review the estimates and basic assumptions. If a revision of an estimate affects only the current year, it is recognized in the period in which it is revised. If a revision of an accounting estimate affects both the current period and future periods, it is recognized in the period in which it is revised and in the future periods.

– Significant accounting judgment judgment of associates with a significant influence

The Group holds 20.86% of the voting rights in Anderson Industrial Corp. as the single largest shareholder. Based on the number and distribution of voting rights held by other shareholders, their shareholdings are not extremely dispersed, and considering the votes they cast at the prior shareholders’ meetings, they do not act passively. The Group cannot appoint more than half of the members of the governing body of the company, so the Group cannot lead the company’s relevant activities and, therefore, has no control over it. The Group’s management believes that the Group has only significant influence on Anderson Industrial Corp., so it is listed as an associate of the Company.

Estimations and main sources of assumption uncertainties

Estimation of goodwill impairment

When the impairment of goodwill is decided, it is necessary to estimate the value in use of the cash-generating units to which the goodwill is apportioned. To calculate value in use, the management should estimate the future cash flows estimated to be generated from the cash-generating units and determine the appropriate discount rate used to calculate the present value. If actual cash flows are less than estimated, or changes in facts and circumstances cause future cash flows to be revised downward or the discount rate upwards, significant impairment losses may arise.

  • 197-
VI. Cash
Cash on hand and working capital
Check and demand deposits
December 31, 2023
$ 451
195,101
$ 195,552
December 31, 2022 December 31, 2022




$ 455
143,373
$ 143,828

VII. Financial instruments at fair value through profit or loss

Financial asset
Held for trading
Derivatives
- right of redemption/
put option
Financial liabilities
Held for trading
Derivatives
- right of redemption/
put option
December 31, 2023
$ 8
$ 7,880
December 31, 2022 December 31, 2022


$ -
$ 11,954

VIII. Financial assets at fair value through other comprehensive income

Investment in equity instruments
Domestic investment
TWSE-listed stocks
Unlisted stocks
December 31, 2023
$ 18,466

29,982
$ 48,448
December 31, 2022 December 31, 2022




$ 10,160
-
$ 10,160

The Group invests in the above ordinary shares for medium- and long-term strategic purposes and estimates to make profits through such long-term investments. The Group’s management believes that including the short-term fair value fluctuations of such investments in profit or losses is inconsistent with the above long-term investment plan and, therefore, elects to designate the investments to be measured as at fair value through other comprehensive income.

IX. Accounts receivable and other receivables

Accounts receivable
Measured at amortized cost
Total carrying amount
Less: Allowance for losses
December 31, 2023
$ 665,755
(
14,773)
$ 650,982
December 31, 2022 December 31, 2022

(

(
$ 730,234

42,230)
$ 688,004

(Continued from the next page)

  • 198-

(Continued from the previous page)

Other receivables
Tax refund receivable (Note)
Others
December 31, 2023
$ -

1,090
$ 1,090
December 31, 2022 December 31, 2022




$ 47,902
1,599
$ 49,501
  • Note: Due to the impact of the COVID-19 pandemic, the U.S. Federal Government passed the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) and launched the Employee Retention Credit (ERC) to assist small- and medium-sized enterprises in continuing as a going concern during the economic shutdown caused by the spread of the pandemic, thereby continuing to pay employee wages and provide jobs.

In 2023 and 2022, the U.S. subsidiary of the Group applied to the U.S. Internal Revenue Service for the ERC program. The application was accepted and reclassified to a deduction of the operating costs and operating expenses, amounting to US$2,132 thousand and US$1,634 thousand, respectively.

The Group’s average credit period for merchandise sales is 30 to 180 days.

The Group recognizes an allowance for losses on accounts receivable at the expected credit losses during the duration. The expected credit losses during the duration are based on each customer’s past payment collection records, the increase in delayed payments beyond the average credit period, as well as their past default records and current financial position and the economic conditions in their industries. Based on the Group’s history of credit losses, as there was no significant difference in the loss patterns among different groups of customers, customers were not further grouped, and only expected credit loss ratio was set based on the number of days of the credit period for accounts receivable.

If there is evidence that the counterparty is facing serious financial difficulties and the Group cannot reasonably expect to recover the amount, the Group directly writes off the relevant accounts receivable but will continue to try to collect the receivable. The recovered amount is recognized in profit or loss.

The allowances for losses on accounts receivable are as follows:

December 31, 2023

December 31, 2023
Total carrying amount

Allowances for losses
(expected credit
losses during the
duration)

Amortized cost
Fewer than
180 days
181–365 days

$ 17,576

(
7,526)

$ 10,050
366 days or
beyond

(
Total


$ 640,932

-

$ 640,932

(
$ 7,247


7,247)

$ -
$ 665,755

14,773)
$ 650,982
  • 199-

December 31, 2022

December 31, 2022
Total carrying amount

Allowances for losses
(expected credit
losses during the
duration)

Amortized cost
Fewer than
180 days
181–365 days

$ 4,454

(
4,424)

$ 30
366 days or
beyond

(
Total


$ 687,974

-

$ 687,974

(
$ 37,806
37,806)
$ -
$ 730,234

42,230)
$ 688,004

The above is an aging analysis based on the account opening dates.

Information on changes in allowances for losses on accounts receivable is as follows:

follows:
Opening balance
Provision (reversal) for this year
Write-offs for this year
Foreign currency translation
difference
Ending balance
2023
$ 42,230
(
19,469 )
(
8,383 )

395
$ 14,773
2022


$ 28,133
10,756
-

3,341
$ 42,230

X. Inventory

Inventory
Raw materials
Work in progress
Finished goods
December 31, 2023
$ 637,375
536,732

21,691
$ 1,195,798
December 31, 2022




$ 556,175
492,607
17,417
$ 1,066,199

The cost of goods sold related to inventories in 2023 and 2022 totaled NTD2,935,555 thousand and NTD2,318,545 thousand, respectively.

The cost of goods sold in 2023 and 2022 included the loss on inventory valuation loss and obsolescence reversed and the loss on inventory valuation loss and obsolescence of NTD22 thousand and NTD34,362 thousand, respectively.

XI. Subsidiaries

  • (I) Subsidiaries included in the consolidated financial statements

The entities in the consolidated financial statements are as follows:

Name of investor
The Company

Name of subsidiary Nature of business
Sales of industrial
computers and gaming
machines
Investment
Shareholding
December
31, 2023
December
31, 2022
100%
100%
100%
100%
Notes
Efa Technologies Corporation
(“Efa”)

Parpro Holdings Co., Ltd.

(Continued from the next page)

  • 200-

(Continued from the previous page)

Name of investor
Parpro Holdings Co.,
Ltd.



AP Parpro, Inc.

Pilot (Las Vagas), Inc.
Parpro Quality Inc.
Name of subsidiary Nature of business
Production and sales of
aerospace parts
Investment
Investment
Sales of industrial
computers and gaming
machines
Sales of industrial
computers and gaming
machines
Production and sales of
components for the
network
communications,
aerospace, and
national defense
industries
Shareholding
December
31, 2023
December
31, 2022
100%
100%
100%
100%
100%
100%
80%
80%
20%
20%
100%
100%
Notes
December
31, 2023
100%
100%
100%
80%
20%
100%
AP Parpro, Inc.

Pilot (Las Vagas), Inc.

Parpro Quality Inc.

Parpro (Nevada), Inc.

Parpro (Nevada), Inc.

Parpro Technologies Inc.





  • (II) Subsidiaries note included in the consolidated financial statements: None.

  • XII. Investments using the equity method

Investments in associates

Investments using the equity method
Investments in associates
Material enterprises
Anderson Industrial Corp.
Associates that are not
individually material
December 31, 2023
$ 555,457

34,709
$ 590,166
December 31, 2022




$ 554,651
39,925
$ 594,576

Material enterprises are as follows:

Name of
company
Anderson
Industrial
Corp.
Nature ofbusiness
Non-metal computer
numerical control
machining centers,
PCB electronic
machinery, cutting
tools, and boards
Principal
business
premises
Taiwan
Percentage of ownership and
voting rights
Percentage of ownership and
voting rights
December 31,
2023
20.86%
December 31,
2022
20.86%
  • (I) Investments using the equity method and the Group’s share of profit and loss and other comprehensive income of the associates are recognized based on the financial reports for the same periods audited by certified public accountants (CPAs).

  • (II) Information of associates with level 1 fair value (quoted prices in active markets) is as follows:

as follows:
Name of company
Anderson Industrial Corp.
December 31, 2023
$ 458,902
December 31, 2022
$ 405,031
  • 201-

XIII. Property, plant and equipment

Machine and Machine and Other
Buildings equipment equipment Total
Costs
Balance as at January 1,
2022
$ 98,529 $ 311,569 $ 87,615 $ 497,713
Additions 1,118 135 1,049
2,302
Disposal - - ( 850 ) (
850 )
Net exchange difference
10,820
17,925
8,353
37,098
Balance as at December
31, 2022
$ 110,467
$ 329,629
$ 96,167
$ 536,263
Accumulated depreciation
Balance as at January 1,
2022
$ 20,995 $ 236,083 $ 63,041 $ 320,119
Depreciation expense 8,768 25,323 6,815
40,906
Disposal - - ( 850 ) (
850 )
Net exchange difference
2,565
12,692
5,932
21,189
Balance as at December
31, 2022
$ 32,328
$ 274,098
$ 74,938
$ 381,364
Net amount as at
December 31, 2022
$ 78,139
$ 55,531
$ 21,229
$ 154,899
Costs
Balance as at January 1,
2023
$ 110,467 $ 329,629 $ 96,167 $ 536,263
Additions 1,683 13,215 1,793
16,691
Disposal
( 6,567 ) ( 25,391 ) ( 11,399 ) (
43,357 )
Net exchange difference
53
146
136
335
Balance as at December
31, 2023
$ 105,636
$ 317,599
$ 86,697
$ 509,932
Accumulated depreciation
Balance as at January 1,
2023
$ 32,328 $ 274,098 $ 74,938 $ 381,364
Depreciation expense 8,134 16,929 13,488
38,551
Disposal
( 6,567 ) ( 25,220 ) ( 11,399 ) (
43,186 )
Net exchange difference
( 27)
155
( 46)
82
Balance as at December
31, 2023
$ 33,868
$ 265,962
$ 76,981
$ 376,811
Net amount as at
December 31, 2023
$ 71,768
$ 51,637
$ 9,716
$ 133,121

Depreciation expenses are calculated on a straight-line basis over their estimated useful lives as shown in the following:

iation expenses are calculated on a
as shown in the following:
straight-line basis over t
Buildings 3–50 years
Machine and equipment 3–8 years
Other equipment 3–8 years
  • 202-

XIV. Lease agreements

(I) Right-of-use assets

ase agreements
Right-of-use assets
Carrying amount of
right-of-use assets
Buildings
Transportation equipment
Additions to right-of-use assets
Depreciation expenses of
right-of-use assets
Buildings
Transportation equipment
December 31, 2023
$ 183,798

5,693
$ 189,491
2023
$ 14,942
$ 43,337

588
$ 43,925
December 31, 2022




$ 217,599
332
$ 217,931
2022






$ -
$ 40,016
997
$ 41,013

Except for the additions and depreciation expenses recognized listed above, the Group did not have any significant sublease or impairment of the right-of-use assets during the years ended December 31, 2023 and 2022.

(II) Lease liabilities

during the years ended December 31,
Lease liabilities
2023 and 2022.
Carrying amount of lease
liabilities
Current
Non-current
December 31, 2023
$ 40,018
$ 157,416
December 31, 2022


$ 37,083
$ 185,855

The range of discount rates for lease liabilities was 2.24%–4.75% and 1.38%– 4.75% as of December 31, 2023 and 2022, respectively.

XV. Goodwill and intangible assets

Goodwill and intangible assets
Costs
Balance as at January 1, 2022
Net exchange difference

Balance as at December 31,
2022

Goodwill
$ 416,758

45,621

$ 462,379
Intangible assets
Relationship
with customers
$ 145,791


15,959

$ 161,750
Total






$ 562,549
61,580
$ 624,129

(Continued from the next page)

  • 203-

(Continued from the previous page)

Accumulated amortization
Balance as at January 1, 2022
Amortization expense
Net exchange difference

Balance as at December 31,
2022
Net amount as at December
31, 2022
Costs
Balance as at January 1, 2023
Net exchange difference

Balance as at December 31,
2023
Accumulated amortization
Balance as at January 1, 2023
Amortization expense
Net exchange difference

Balance as at December 31,
2023
Net amount as at December
31, 2023

Goodwill
$ -

-
-

$ -

$ 462,379

$ 462,379


75)

$ 462,304

$ -

-
-

$ -

$ 462,304
Intangible assets
Relationship
with customers
$ 65,267

10,838

7,474

$ 83,579

$ 78,171

$ 161,750

(
26)

$ 161,724

$ 83,579

11,329
(
177)

$ 94,731

$ 66,993
Total





(









(


(






(


(

$ 65,267
10,838
7,474
$ 83,579
$ 540,550
$ 624,129

101)
$ 624,028
$ 83,579
11,329

177)
$ 94,731
$ 529,297

Amortization expenses are calculated on a straight-line basis over their estimated useful lives as shown in the following:

Relationship with customers 14 years

The management believes that any reasonably possible changes in the critical assumptions underlying the amounts to be recovered by the cash-generating units will not cause the book values of the above intangible assets to exceed their recoverable amounts. Thus, there was no asset impairment occurring in 2023 and 2022.

XVI.Borrowings

(I) Short-term borrowings
Unsecured borrowings
Bank loans
Range of interest rates
December 31, 2023
$ 293,608
1.96%–9.00%
December 31, 2022
$ 620,479
1.80%–8.00%
  • 204-

(II) Long-term borrowings

Long-term borrowings
Unsecured borrowings
Bank loans
Less: Current portions
Long-term borrowings
Range of interest rates
Last due date
December 31, 2023
$ 142,728
(
50,078)
$ 92,650
2.35%–8.75%
August 2026
December 31, 2022
$ 106,338
(
58,511)
$ 47,827
2.01%–2.47%
September 2025

Due to the impact of the COVID-19 pandemic, the U.S. Federal Government passed the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) and launched the Paycheck Protection Program to assist small- and medium-sized enterprises in continuing as a going concern during the economic shutdown caused by the spread of the pandemic, thereby continuing to pay employee wages and provide jobs.

The U.S. subsidiary of the Group was granted a loan approved by a bank authorized by the U.S. Small Business Administration and mainly used the loan to pay for employee salaries and relevant benefit expenses. If the loan is in line with all specific criteria, the subsidiary can apply for exemption. In 2022, it passed the loan exemption review, and the loan was reclassified as a government grant, amounting to US$630 thousand.

XVII. Corporate bond payable

US$630 thousand.
Corporate bond payable
Domestic unsecured convertible
corporate bonds
Less: Discount of corporate bonds
payable
Current portions
Total corporate bond payable
December 31, 2023
$ 506,300
(
43,072 )
(
40,543)
$ 422,685
December 31, 2022
$ 574,400
(
39,303 )
(
71,530)
$ 463,567

The Company issued the second domestic unsecured convertible corporate bonds with a coupon rate of 0% on December 13, 2019, and listed them on TPEx for trading on the same day. The total amount of the principal was NTD502,500 thousand, with the face value per unit of NTD100 thousand. The bonds were issued at 100.50% of the face value, for a period of five years, and the conversion period is from March 14, 2020 through December 13, 2024. The conversion price at the time of issuance was NTD39 per share. Due to the payout of dividends, the conversion price was adjusted to NTD34.3 from July 8, 2023, in accordance with the issuance and conversion regulations.

  • 205-

From the day following the end of three months after the bonds were issued to 40 days before the end of the issuance period, if the closing price of the Company’s ordinary shares traded in the stock exchange market exceeds the conversion price of said bonds by 30% or more for 30 consecutive business days, or when the outstanding balance of the convertible bonds is less than 10% of the initial amount of the bonds issued, the Company may redeem all its bonds in cash at the face value of the bonds.

After three or four full years after the bonds were issued, the bond holders may request the Company to redeem the bonds they hold in cash at the face value of the bonds, plus interest compensation.

The bonds includes the components of liabilities and equity. The components of equity are presented as “Capital surplus – stock options” under equity. The effective interest rate initially recognized for the liability component is 1.9452%.

The bond holders exercised the put option three full years after the bonds were issued, and the Company has paid NTD438,393 thousand (including interest compensation of NTD12,893 thousand, the book amount of the corporate bonds of NTD409,369 thousand, and financial liabilities measured at fair value through profit and loss of NTD9,956 thousand) and recognized the amount in repayment loss of NTD6,175 thousand).

NTD6,175 thousand).
Issuance price (less transaction costs of
NTD5,406 thousand) $ 497,094
Components of equity (
31,774 )
Deferred tax assets 1,081
Financial liabilities ( 12,739)
Components of liabilities on issuance date $ 453,662
Components of liabilities as at January 1, 2022 $ 472,045
Interest calculated at the effective interest rate of
1.9452% (Note 22) 8,854
Repayment of corporate bonds ( 409,369)
Components of liabilities as at December 31,
2022 71,530
Interest calculated at the effective interest rate of
1.9452% (Note 22) 1,248
Corporate bonds payable converted to ordinary
shares ( 32,235)
Components of liabilities as at December 31,
2023 $ 40,543

The Company issued the third domestic unsecured convertible corporate bonds with a coupon rate of 0% on March 10, 2022, and listed them on TPEx for trading on the same day. The total amount of the principal was NTD500,000 thousand, with the face value per unit of NTD100 thousand. The bonds were issued at 100.00% of the face value, for a period of five years, and the conversion period is from June 11, 2022 through March 10, 2027. The conversion price at the time of issuance was NTD29.2 per share. Due to the payout of dividends, the conversion price was adjusted to NTD28.3 from July 8, 2023, in accordance with the issuance and conversion regulations.

  • 206-

From the day following the end of three months after the bonds were issued to 40 days before the end of the issuance period, if the closing price of the Company’s ordinary shares traded in the stock exchange market exceeds the conversion price of said bonds by 30% or more for 30 consecutive business days, or when the outstanding balance of the convertible bonds is less than 10% of the initial amount of the bonds issued, the Company may redeem all its bonds in cash at the face value of the bonds.

After three or four full years after the bonds were issued, the bond holders may request the Company to redeem the bonds they hold in cash at the face value of the bonds, plus interest compensation.

The bonds includes the components of liabilities and equity. The components of equity are presented as “Capital surplus – stock options” under equity. The effective interest rate initially recognized for the liability component is 1.8061%.

Issuance price (less transaction costs of NTD5,591
thousand) $ 494,409
Components of equity (
28,740 )
Deferred tax assets 1,118
Financial liabilities ( 9,960)
Components of liabilities on issuance date $ 456,827
Components of liabilities on issuance date in 2022 $ 456,827
Interest calculated at the effective interest rate of 1.8061%
(Note 22) 6,740
Components of liabilities as at December 31, 2022 463,567
Interest calculated at the effective interest rate of 1.8061%
(Note 22) 4,042
Corporate bonds payable converted to ordinary shares ( 395,676)
Components of liabilities as at December 31, 2023 $ 71,933

The Company issued the fourth domestic unsecured convertible corporate bonds with a coupon rate of 0% on May 31, 2023, and listed them on TPEx for trading on the same day. The total amount of the principal was NTD400,000 thousand, with the face value per unit of NTD100 thousand. The bonds were issued at 100.00% of the face value, for a period of five years, and the conversion period is from September 1, 2023 through May 31, 2028. The conversion price at the time of issuance was NTD35.3 per share. Due to the payout of dividends, the conversion price was adjusted to NTD34.9 from July 8, 2023, in accordance with the issuance and conversion regulations.

From the day following the end of three months after the bonds were issued to 40 days before the end of the issuance period, if the closing price of the Company’s ordinary shares traded in the stock exchange market exceeds the conversion price of said bonds by 30% or more for 30 consecutive business days, or when the outstanding balance of the convertible bonds is less than 10% of the initial amount of the bonds issued, the Company may redeem all its bonds in cash at the face value of the bonds.

After three or four full years after the bonds were issued, the bond holders may request the Company to redeem the bonds they hold in cash at the face value of the bonds, plus interest compensation.

  • 207-

The bonds includes the components of liabilities and equity. The components of equity are presented as “Capital surplus – stock options” under equity. The effective interest rate initially recognized for the liability component is 2.3340%.

Issuance price (less transaction costs of NTD5,512
thousand) $ 394,488
Components of equity (
31,291 )
Deferred tax assets 1,102
Financial liabilities ( 8,347)
Components of liabilities on issuance date $ 355,952
Components of liabilities on issuance date in 2023 $ 355,952
Interest calculated at the effective interest rate of 2.3340%
(Note 22) 4,829
Corporate bonds payable converted to ordinary shares ( 10,029)
Components of liabilities as at December 31, 2023 $ 350,752

XVIII. Other payables

Other payables
Salary and wages and bonuses
payable
Amounts payable to related parties
(Note 27)
Employee remuneration and
director remuneration payable
Others
December 31, 2023
$ 49,748
36,665
6,364

33,608
$ 126,385
December 31, 2022




$ 52,818
65,000
5,408
43,358
$ 166,584

XIX. Post-employment benefit plan

Defined contribution pension plan

The Group’s domestic companies adopted a pension scheme under the Labor Pension Act, which is a government-managed defined contribution plan. Under the act, the Company makes monthly contributions, equal to 6% of their monthly salary and wages, to employees’ individual pension accounts under the Bureau of Labor Insurance.

The Group’s overseas subsidiaries have contributed to the social or pension insurance funds of the local government agencies at certain percentages of the total monthly salaries in accordance with local regulations. Employees of the subsidiaries can receive pensions from these government agencies after retirement.

  • 208-

XX. Equity

(I) Ordinary share capital

uity
Ordinary share capital
Authorized shares (in
thousands)
Authorized shares
Number of shares issued and
fully paid (in thousands)
Share capital already publicly
offered
December 31, 2023

200,000
$ 2,000,000

98,379
$ 983,789
December 31, 2022






120,000
$ 1,200,000
83,354
$ 833,544

Among the authorized capital, the capital reserved for the issuance of employee stock warrants is 500 thousand shares.

  • (II) Capital surplus
Capital surplus
May be used to offset a deficit,
distributed as cash
dividends, or transferred to
share capital (Note)
Share premium from issuance
Invalid stock options
May not be used for any
purpose
Stock options for convertible
corporate bonds
December 31, 2023
$ 576,762
27,957

37,419
$ 642,138
December 31, 2022




$ 268,383
27,957
33,468
$ 329,808

Note: Such capital surplus may be used to make up for losses or, when the Company has no losses, to distribute cash or to capitalize equity, provided that the capitalization is limited to a certain percentage of the paid-in capital each year.

(III) Retained earnings and dividend policy

As per the amended Articles of Incorporation approved by a resolution of the shareholders’ meeting on May 31, 2022, when the Company distributes earnings, legal reserve, or capital surplus in cash, it should be approved by more than half of the directors present at a board meeting with the attendance of two-thirds or more of all directors and reported to the shareholders’ meeting.

As per the earnings distribution policy in the amended Articles of Incorporation, the Company will consider its industry environment, stage of growth, future capital needs, and long-term financial plan, and meet shareholders‘ needs for cash inflows. When the Company makes a profit for a fiscal year, the profit shall be first used for paying the tax and then offsetting the cumulative deficit. 10% of the remaining profit shall be provided as a legal reserve, unless it has reached the total amount of the Company’s paid-in capital. A special reserve shall be provided or reversed based on business needs or in accordance with the competent authority’s regulations.

  • 209-

The Company takes into account the year’s earnings after tax and the prior period’s cumulative undistributed earnings for shareholder dividends. The amount of the earnings to be distributed should not be less than 10% of the year’s earnings after tax, of which the cash dividends should not be less than 10% of the total dividends, but if cash dividends are less than NTD0.1 per share, it may be distributed as stock dividends, but the payout ratio may be adjusted based on the Company’s future earnings and capital status. The Company does not distribute dividends or bonuses when it does not make a profit. Please refer to Note 22(6) Employee remuneration and director remuneration for the employee remuneration and director remuneration distribution policy.

The legal reserve should be paid into until the balance reaches the amount of the Company’s total paid-in capital. The legal reserve may be used to offset the deficit. If the Company has no deficit and the legal reserve exceeds 25% of the Company’s paid-in capital, the excess may be transferred to capital or distributed in cash.

The Company’s 2022 and 2021 earnings distribution proposals are as follows:

Legal reserve

Special reserve provided
(reversed)
Cash dividends
Earnings distribution
proposal
2022
2021
$ 10,251 $ 10,597
( 104,330 )
60,844
34,900
32,892
Dividend per share
(NTD)
Dividend per share
(NTD)
2022
$ 10,251
( 104,330 )
34,900
2022


$ 0.4
2021
$ 0.4

The 2021 cash dividends distribution and earnings distribution proposal has been approved by a resolution of the shareholders’ meeting on May 31, 2022. The 2022 cash dividends distribution and earnings distribution proposal has been approved by a resolution of the board of directors on April 13, 2023, and the remaining earnings distribution items are pending a resolution by the shareholders’ meeting scheduled to be held on May 30, 2023.

In addition, the Company’s shareholders’ regular meeting resolved, on May 31, 2022, a decision to pay out cash of NTD0.1 per share from the capital surplus of NTD8,223 thousand.

The Company’s 2023 earnings distribution proposal has been approved by a resolution of the board of directors on March 13, 2024. The details are as follows:

Legal reserve
Special reserve reversed
Cash dividends
Earnings
distribution
proposal
$ 8,009
(
9,927 )
39,352
Dividend per share
(NTD)
$ 0.4
  • 210-

(IV) Treasury shares

Unit: In thousands of shares

Reason for redemption
Number of shares as at
January 1, 2022
Canceled during this year
Number of shares as at
December 31, 2022
Canceled during this year
Number of shares as at
December 31, 2023
To transfer shares
to employees
To transfer shares
to employees
(
(
1,225

100)
1,125

1,125)
-

The treasury shares held by the Company cannot be pledged in accordance with the Securities and Exchange Act and are not entitled to rights to receive dividends and vote.

XXI. Revenue

and vote.
Revenue
Sales revenue 2023
$ 3,414,371
2022
$ 2,776,680
  • (I) Revenue from contracts with customers

Merchandise sales revenue

Merchandise sales revenue is from gaming and sales of industrial computers and aerospace and national defense components. The revenue from the products sold by the Group is recognized when the products are shipped out according to the contract, at which the Group recognizes the amount in accounts receivable.

When supplying materials for outsourced processing, as the control of the ownership of the processed products has not been transferred, it is not recognized in revenue when the materials are supplied out.

(II) Balance of contracts

Balance of contracts
Accounts receivable (Note
9)

Contract liabilities (in
other current liabilities)
(Note 27)
December 31,
2023
$ 650,982

$ 28,820
December 31,
2022

$ 688,004

$ 63,136
January 1, 2022



$ 361,371
$ 16,118

The changes in contract liabilities mainly arise from the difference between the point at which performance obligations are satisfied and the point at which customers pay.

  • (III) See Note 31 for the breakdown of revenue from contracts with customers

  • 211-

XXII. Net income for 2023

The net income for 2023 includes the following items:

  • (I) Other income
(I) Other income
2023 2022
Service income (Note 27) $ 23,366 $ -
Rental income 1,983 1,995
Government grants (Note 16) - 18,113
Others 6,306 2,895
$ 31,655 $ 23,003
(II) Other gains and losses
2023 2022
Net gain (loss) on financial
instruments measured at fair
value through profit or loss $ 7,834 ( $ 4,003 )
Net foreign exchange gain (loss) ( 1,714 ) 29,354
Gain on disposal of property, plant
and equipment 78 108
Loss on repayment of convertible
corporate bonds - ( 6,175 )
Others ( 306) ( 303)
$ 5,892 $ 18,981
(III) Financial costs
2023 2022
Interest on bank loans $ 24,006 $ 14,844
Interest on lease liabilities (Note
27) 10,716 10,678
Interest on convertible corporate
bonds 10,119 15,594
Interest on loans from related
parties (Note 27) 155 -
Repayment of interest on
convertible corporate bonds - 12,893
$ 44,996 $ 54,009
(IV) Depreciation and amortization
2023 2022
Property, plant and equipment $ 38,551 $ 40,906
Right-of-use assets 43,925 41,013
Intangible assets 11,329 10,838
$ 93,805 $ 92,757

(Continued from the next page)

  • 212-

(Continued from the previous page)

Aggregate information on
depreciation expenses by
function
Operating costs
Operating expenses
Aggregate information on
amortization expenses by
function
Operating expenses
(V)
Employee benefit expenses
Short-term employee benefits
Salary and wages
Labor and health
insurance
Other personnel expenses
Post-employment benefits
(Note 19)
Defined contribution
pension plan
Aggregate by function
Operating costs
Operating expenses
2023
$ 65,290
17,186
$ 82,476
$ 11,329
2023
$ 608,382
27,114
18,801
654,297
4,646
$ 658,943
$ 470,444
188,499
$ 658,943
2022






$ 61,621
20,298
$ 81,919
$ 10,838
2022














$ 511,826
25,285
13,670
550,781
3,204
$ 553,985
$ 365,788
188,197
$ 553,985

(VI) Employee remuneration and director remuneration

Where the Company makes a profit for a fiscal year, it should provide 1% to 15% of the balance as employee remuneration, which should be distributed in stock or cash as resolved by the board of directors. The recipients include employees at subsidiaries who meet certain criteria; the Company may provide more than 5% of the above profit as director remuneration as resolved by the board of directors. The employee remuneration and director remuneration distribution proposal should be reported to the shareholders’ meeting. However, if the Company still has a cumulative deficit, it should reserve an amount to offset the deficit in advance and then provide employee remuneration and director remuneration based on the percentages mentioned above.

  • 213-

The 2023 and 2022 employee remuneration and director remuneration was approved by resolutions of the board of directors on March 13, 2024 and March 9, 2023, respectively. The details are as follows:

Percentage for estimation

Percentage for estimation
Employee remuneration
Director remuneration
2023
2%
1%
2022
2%
1%

Amount

Amount
Employee
remuneration
Director
remuneration
2023
Cash
Stock
$ 1,937
$ -

969
-
2022
Cash
$ 1,937

969
Cash
$ 2,120

1,060
Stock
$ -
-

If there is a change in the proposed amounts after the annual consolidated financial statements were approved for release, the differences are recorded as a change in accounting estimates and will be accounted for in the following year.

There is no difference between the amounts of 2022 and 2021 employee remuneration and director remuneration paid out and the amounts recognized in the 2022 and 2021 consolidated financial statements.

For information on employee remuneration and director remuneration as resolved by the board of directors, please visit the Market Observation Post System (MOPS) of Taiwan Stock Exchange.

XXIII. Income tax

(I) Income tax recognized in profit or loss

The major components of income tax expense are as follows.

Current income tax
Arose during this year
Surtax on undistributed
earnings
Adjustment to the prior years
Deferred tax
Arose during this year
Income tax expense recognized in
profit or loss
2023
$ 42,949
7,272
11,328

1,198)
$ 60,351
2022

(
$ 4,922
-
(
7 )

3,313
$ 8,228
  • 214-

A reconciliation of accounting profit and income tax expense is as follows:

2023 2022
Net income before tax $ 140,671 $ 107,741
Income tax expense calculated at
statutory tax rate $ 53,725 $ 25,486
Surtax on undistributed earnings 7,272 -
Non-deductible expenses for tax 2,973 7,444
Tax-free income - ( 6,596 )
Unrecognized temporary differences ( 13,911 ) ( 12,201 )
Unrecognized loss carryforwards ( 1,036 ) ( 5,898 )
Adjustment to the prior years 11,328 ( 7)
Income tax expense recognized in
profit or loss $ 60,351 $ 8,228

(II) Deferred tax assets and liabilities

The changes in the deferred tax assets and liabilities are as follows:

2023

2023
Deferred tax assets
Unrealized exchange loss

Costs of convertible
corporate bonds issued
Allowance for inventory
depreciation losses
Others


Deferred income liabilities
Unrealized exchange gains
Others


2022
Opening
balance

$ -
839
149
223

$ 1,211

$ 1,975
20

$ 1,995
Recognized
in profit or
loss
$ 378
(
1,006 )
(
149 )

-

($ 777)

( $ 1,975 )

-

($ 1,975)
Recognized
in equity
$ -

1,102

-

-

$ 1,102

$ -

-

$ -
Ending
balance



















$ 378

935

-
223
$ 1,536
$ -
20
$ 20
Deferred income liabilities
Unrealized exchange gains
Others


2022


$ 1,975
20

$ 1,995
( $ 1,975 )

-

($ 1,975)
$ -

-

$ -


$ -
20
$ 20
Deferred tax assets
Unrealized exchange loss

Costs of convertible
corporate bonds issued
Allowance for inventory
depreciation losses
Others


Deferredincomeliabilities
Unrealized exchange gains
Others

Opening
balance

$ 224
361
623
223

$ 1,431

$ -
20

$ 20
Recognized
in profit or
loss
( $ 224 )
(
640 )
(
474 )

-

($ 1,338)

$ 1,975

-

$ 1,975
Recognized
in equity
$ -

1,118

-

-

$ 1,118

$ -

-

$ -
Ending
balance



















$ -

839

149
223
$ 1,211
$ 1,975
20
$ 1,995
  • 215-

(III) Information unused and unrecognized loss carryforwards

Name of company
Efa Technologies
Balance of unused
loss carryforwards
$ 15,624
Last valid year
2027–2033

(IV) Income tax return approval

The years, up to which the profit-seeking enterprise income tax returns filed by Company and its subsidiaries have been approved by the tax authority, are as follows:

Company and its subsidiaries have been approved by
follows:
the tax authority, are as
Name of company
The Company
Efa Technologies
Year
2021
2021

XXIV. Earnings per share

Earnings per share
Basic earnings per share
Diluted earnings per share
2023
$ 0.87
$ 0.73
Unit: NTD per share
2022
$ 1.21
$ 1.07


The net income and weighted average number of ordinary shares used to calculate the earnings per share are as follows:

Net income for 2023

the earnings per share are as follows:
Net income for 2023
Net income used to calculate basic
earnings per share
Impact of potential common stock
with dilutive effect:
Corporate bonds converted
Net income used to calculate diluted
earnings per share
Number of shares
2023
$ 80,320
2,285
$ 82,605
2022




$ 99,513
7,030
$ 106,543

Unit: In thousands of shares

Weighted average number of ordinary
shares used to calculate the basic
earnings per share
Impact of potential common stock
with dilutive effect:
Corporate bonds converted
Employee remuneration
Weighted average number of ordinary
shares used to calculate the diluted
earnings per share
2023
91,799
21,741
67
113,607
2022


82,327
17,483
96
99,906
  • 216-

The second domestic unsecured convertible corporate bonds in 2022 were not included in the calculation of diluted earnings per share due to anti-dilution.

If the Company may choose to pay out employee remuneration in stock or cash, when the diluted earnings per share are calculated, it is assumed that the employee remuneration will be paid out in stock, and the weighted average number of shares outstanding will be included when the ordinary shares have the potential dilution effect, to calculate diluted earnings per share. When the diluted earnings per share are calculated before the number of shares to be distributed for employee remuneration is resolved in the following year, the potential dilution effect of such ordinary shares will continue to be considered.

XXV. Capital risk management

The Group engages in capital management to ensure that it can enable all enterprises within the Group to continue to operate by optimizing debt and equity balances, to maximize shareholder returns.

The Group’s capital structure consists of net debt (i.e. borrowings, less cash) and equity (i.e. share capital, capital surplus, retained earnings, and other equity items).

The Group does not need to abide by other external requirements for capital.

The Group’s key management re-examines the capital structure every year, and the review includes consideration for the cost of funds and relevant risks. Based on the key management’s suggestions, the Group balances the overall capital structure by paying dividends, repurchasing shares, and increasing or repaying borrowings.

XXVI. Financial instruments

  • (I) Information on fair value – financial instruments not measured at fair value

Except as listed in the table below, the Group’s management believes that the carrying amounts of financial assets and financial liabilities not measured at fair value approximate their fair values or their fair values cannot be measured reliably:

Financial liabilities
Convertible
corporate bonds
- Second issuance
of domestic
bonds
- Third issuance
of domestic
bonds
- Fourth issuance
of domestic
bonds
December 31, 2023
Carrying
amount
Fair value
$ 40,543
$ 44,183

71,933
93,612
350,752
409,795
December 31, 2022 December 31, 2022
Carrying
amount
$ 40,543

71,933
350,752
Carrying
amount
$ 71,530

463,567
-
Fair value
$ 75,479
497,500
-

The fair values of convertible corporate bonds is measured using Level 2 inputs. The valuations of fair values was based on the weighted average price per hundred of NTD announced by TPEx on the balance sheet date.

  • 217-

  • (II) Information on fair value – financial instruments measured at fair value on a recurring basis

  • Fair value hierarchy

December 31, 2023

ing basis
Fair value hierarchy
December 31, 2023
Financial assets at fair value
through profit or loss
Derivatives

Financial assets at fair value
through other
comprehensive income
Domestic TWSE-listed
stocks

Domestic unlisted stocks

Total

Financial liabilities at fair
value through profit or loss
Derivatives

December 31, 2022
Financial assets at fair value
through other
comprehensive income
Domestic TWSE-listed
stocks

Financial liabilities at fair
value through profit or loss
Derivatives
Level 1
$ -

$ 18,466

-

$ 18,466

$ -

Level 1
$ 10,160

$ -
Level 2
$ 8

$ -

-

$ -

$ 7,880

Level 2
$ -

$ 11,954
Level 3
$ -

$ -

29,982

$ 29,982

$ -

Level 3
$ -

$ -
Total
















$ 8
$ 18,466
29,982
$ 48,448
$ 7,880
Total




$ 10,160
$ 11,954

There was no transfer between Level 1 and Level 2 fair values during the years ended December 31, 2023 and 2022.

  1. Valuation techniques and inputs for Level 2 fair value measurements

Categories of financial instruments Valuation techniques and inputs Derivatives – convertible Binary tree model for convertible bond corporate bond right of valuation: The fair values of the financial redemption/put option assets or liabilities of convertible corporate bonds are valuated based on observable stock prices, risk-free interest rates, and risk discount rates at the end of the period.

  1. Valuation techniques and inputs for Level 3 fair value measurements

As for the Group’s valuation process for Level 3 fair values, the finance department is responsible for independently verifying the fair values of financial instruments, using data from independent sources to make the

  • 218-

valuation results close to market conditions, and reviewing them regularly to ensure that the valuation results are reasonable. The Group adopts an income approach to investments in domestic unlisted equity and calculates the present value of the income estimated to be earned from the investments based on the discounted cash flows.

(III) Types of financial instruments

discounted cash flows.
Types of financial instruments
Financial asset
Financial assets measured at
amortized cost (Note 1)
Financial assets at fair value
through other comprehensive
income
Investment in equity
instruments
Financial assets at fair value
through profit or loss
Financial liabilities
Financial liabilities at fair value
through profit or loss
Measured at amortized cost
(Note 2)
December 31, 2023
$ 847,624
48,448
8
7,880
1,366,817
December 31, 2022
$ 881,333
10,160
-
11,954
1,710,764
  • Note 1: The balance includes other financial assets measured at amortized cost, including cash, accounts receivable, and other receivables.

  • Note 2: The balance includes financial liabilities measured at amortized cost, including short-term borrowings, short-term notes payable, accounts payable, other payables, long-term liabilities – current portion, corporate bonds payable, and long-term borrowings.

(IV) Purpose and policy of financial risk management

The Group’s main financial instruments include accounts receivable, accounts payable, corporate bonds payable, borrowings, and lease liabilities. The Group’s financial management department provides services to each business unit, coordinates the operations of investments in the domestic and international financial markets, and supervises and manages the financial risks related to the Group’s operations by analyzing the internal risk reports on the exposure as per the breadth and depth. Such risks include market risk (including exchange rate risk, interest rate risk and other price risk), credit risk, and liquidity risk.

1. Market risk

The main financial risk arising from the operating activities for the Group is the risk of changes in foreign exchange rates and interest rates.

  • 219-

(1) Exchange rate risk

The Group engages in foreign currency-denominated sales and purchases and is thus exposed to the risk of exchange rate fluctuations.

See Note 29 for the carrying amount of the Group’s monetary assets and monetary liabilities denominated in non-functional currencies on the balance sheet date (including the monetary items denominated in non-functional currencies that have been written off in the consolidated financial statements).

Sensitivity analysis

The Group is mainly affected by the exchange rate fluctuations of the USD.

The table below details the Group’s sensitivity analysis when the exchange rate of the Group’s functional currency, NTD, against the USD increased and decreased by 10%. Ten percent is the sensitivity rate used in reporting the exchange rate risk to the Group’s key management and represents the management’s assessment of the reasonable range of potential changes in foreign currency exchange rates. The sensitivity analysis only included monetary items in foreign currencies in circulation, and the translation at the end of the period was based on a 10% change in the exchange rates. When the NTD appreciated by 10% against the foreign currency, the Group’s pre-tax net income for 2023 and 2022 would have decreased by NTD13,866 thousand and NTD32,464 thousand, respectively.

(2) Interest rate risk

Interest rate risk arises when the entities within the Group borrow funds at both fixed and floating interest rates. The Group manages interest rate risk by maintaining an appropriate mix of fixed and floating interest rates to ensure the most cost-effective strategy is adopted.

The carrying amounts of the Group’s financial assets and financial liabilities exposed to the interest rate risk on the balance sheet date are as follows:

follows:

Fair value interest rate risk
- financial liabilities
Cash flow interest rate risk
- financial assets
- financial liabilities
December 31, 2023


$ 660,662

121,734

466,336
December 31, 2022
$ 758,035
90,331
726,817
  • 220-

Sensitivity analysis

The sensitivity analysis below is based on the interest rate risk to which derivatives and non-derivatives were exposed at the balance sheet date. For liabilities at floating rates, the analysis is based on the assumption that the amounts of the liabilities outstanding at the balance sheet date were all outstanding throughout the reporting period. An increase or decrease in interest rates by ten basis points (0.1%) is the sensitivity rate adopted in reporting the interest rate risk to the Group’s key management and represents the management’s assessment of the reasonable range of potential changes in interest rates.

If the interest rate increased by 1%, with all other variables remaining unchanged, the Group’s net income before tax for 2023 and 2022 would have decreased by NTD345 thousand and NTD636 thousand, respectively.

2. Credit risk

Credit risk refers to the risk that a counterparty defaults on its contractual obligations, resulting in a financial loss to the Group. As of the balance sheet date, the Group’s maximum exposure to credit risk of financial loss due to non-performance by counterparties is mainly from the carrying amounts of financial assets recognized in the consolidated balance sheet.

The policy adopted by the Group is to only engages in transactions with reputable entities. Before trading with new customers, the Group’s relevant sales management departments evaluate the potential customers’ credit quality through internal credit investigation procedures and set the customers’ credit limit and review their credit limits and ratings once per year.

Financial assets are potentially affected by the Group’s counterparties or other parties’ failure to fulfill contracts. The Group evaluates contracts with positive fair values on the balance sheet date. The Group only engages in transactions with financial institutions and companies with great reputations and does not expect significant credit risk.

The Group’s customer base is large, and they are unrelated to each other, so the credit concentration risk is not high.

3.

Liquidity risk

The Group manages and maintains sufficient cash to support the operations and mitigate the impact of cash flow fluctuations. The Group’s management regularly monitors the use of bank financing facilities and ensures compliance with the terms of loan contracts.

  • 221-

(1) Liquidity and interest rate risk of derivative financial liabilities

The table below details the Group’s analysis of the remaining contractual maturities of non-derivative financial liabilities, which was prepared based on the undiscounted cash flows of the financial liabilities, including cash flows of interest and principal, based on the earliest possible date on which the Group can be required to make repayment.

Bank loans that the Group may be required to repay immediately are shown in the table below for the earliest period, without regard to the probability that the bank will enforce the right immediately; the maturity analysis of other non-derivative financial liabilities is prepared based on the contractual repayment dates.

December 31, 2023

Non-derivative
financial liabilities
Non-interest-bearing
liabilities
Floating-rate
instruments
Lease liabilities
Corporate bond
payable
Repayment on
demand or less
than 1 month
$ -
72,496
4,451

-
$ 76,947
1–3 months
$ 437,253
124,071

8,903
-
$ 570,227
3 months–1
year
$ -
186,838

35,910
41,300
$ 264,048
1–5 years
$ -
94,231

184,497
465,000
$ 743,728
5 years or
beyond














$ -
-

-
-
$ -

December 31, 2022

Non-derivative
financial liabilities
Non-interest-bearing
liabilities
Floating-rate
instruments
Lease liabilities
Corporate bond
payable
Repayment on
demand or less
than 1 month
$ -
108,036
4,180

-
$ 112,216
1–3 months
$ 383,850
206,548

7,973
-
$ 598,371
3 months–1
year
$ -
368,063

35,304
74,400
$ 477,767
1–5 years
$ -
48,447

178,732
500,000
$ 727,179
5 years or
beyond














$ -
-

43,139
-
$ 43,139

The amount of floating-rate instruments of the above non-derivative financial assets and liabilities will change with the differences between the floating rates and the estimated rates on the balance sheet date.

(2) Financing facility

Financing facility
Unsecured bank overdraft
facility
- Amount drawn
- Amount not yet
drawn
December 31, 2023
$ 466,336

621,949
$ 1,088,285
December 31, 2022
$ 726,817

220,000
$ 946,817
$ 726,817
220,000
$ 946,817
  • 222-

XXVII. Related Party Transactions

The Company is the ultimate controller of the Group.

Transactions, balances of accounts, and income and expenses between the Company and its subsidiaries (which are the Company’s related parties) are all eliminated upon consolidation and are, therefore, not disclosed in this note.

  • (I) Name of related party and relationship therewith

Name of related party Relationship with the Group Liao, Wen-Chia Chairman of the Company Anderson Industrial Corp. An associate Sogotec Precision Co., Ltd. An associate Giben do Brasil Maqs. e Equips. Other related parties Giben Holdings Co., Ltd. (SAMOA) Giben Other related parties SAMOA Powertech Industrial Co., Ltd. Other related parties Anderson Merchandise Corporation Other related parties Verite Corporation Other related parties

(II) Operating revenue

Operating revenue
Category of related party
Other related parties
2023
$ 77,752
2022
$ 55,774

The sales between the Group and related parties are not significantly different from regular transactions.

  • (III) Accounts receivable
from regular transactions.
Accounts receivable
Category of related party
Other related parties
December 31, 2023
$ 17,851
December 31, 2022
$ 10,450

The Company did not request collateral for outstanding receivables from related parties. The Company did not recognize an allowance for losses on receivables from related parties for 2023 and 2022.

(IV) Other receivables

related parties for 2023 and 2022.
Other receivables
Category of related party
Other related parties
An associate
December 31, 2023
$ 1,079

-
$ 1,079
December 31, 2022




$ 488
55
$ 543
  • 223-
(V) Lease agreements
Category of related party/Name
2023
Right-of-use assets acquired
An associate
Anderson Industrial Corp.
$ 1,148
Account
Category of related party
December 31,
2023
Lease
liabilities
An associate
$ 625
Account
Category of related party
2023
Financial costs An associate
$ 19

Lease
expenses
An associate
$ 542
2022 2022

$ -
December 31,
2022
$
-
2022


$ -
$ -

The Group has rented an office from Anderson Industrial Corp. and pays rent monthly.

(VI) Temporary credits (in other current liabilities)

monthly.
Temporary credits (in other current liabilities)
Category of related party/Name
December 31, 2023
Other related parties
Giben SAMOA
$ -
Contract liabilities (in other current liabilities)
Category of related party/Name
December 31, 2023
An associate
Anderson Industrial Corp.
$ -
Other payables
Category of related
party/Name
December 31, 2023
An associate
Anderson Industrial Corp.
$ 28,989
Other related parties
Giben SAMOA

7,676
$ 36,665
December 31, 2022
$ 30,710
December 31, 2022
$ 45,810
December 31, 2022


$ -
-
$ -

(VII) Contract liabilities (in other current liabilities)

(VIII) Other payables

(IX) Borrowings from related parties
Other payables
Category of related party
Chairman of the Company
December 31, 2023
$ -
December 31, 2022 December 31, 2022
$ 65,000
  • 224-

Financial costs

Financial costs
Category of related party
Chairman of the Company
2023
$ 155
2022
$ -

The interest rates of the Group’s borrowings from related parties are about the same as the market interest rates.

  • (X) Other income
Other income
Account
Service
income

Rental income

Others

Category of related party
Other related parties
An associate

Other related parties


An associate

Other related parties

2023
$ 23,366

$ 1,114

797

$ 1,911

$ 132

127

$ 259
2022












$ -
$ 1,114
797
$ 1,911
$ 132
140
$ 272
  • (XI) Remuneration to key management personnel
Short-term employee benefits
Post-employment benefits
2023
$ 55,012
342
$ 55,354
2022




$ 43,506
328
$ 43,834

The remuneration to directors and other key management personnel is determined by the remuneration committee depending on individual performance and market trends.

XXVIII. Material Contingencies and Unrecognized Contractual Commitments

In addition to those mentioned in other notes, the Group’s material commitments and contingencies on the balance sheet date are as follows:

As of December 31, 2023, the amount of notes issued by the Group to secure bank credit lines was NTD720,000 thousand.

XXIX. Information on Foreign Currency Assets and Liabilities with Significant Effect

The information below is aggregated and presented in foreign currencies other than the functional currencies of each entity within the Group. The exchange rates disclosed refer to the rates at which these foreign currencies are converted to the functional currency. The information on foreign currency assets and liabilities with significant effect is as follows:

  • 225-

Unit: USD/NTD thousand

Financial asset
Monetary items
USD

Financial liabilities
Monetary items
USD
Financial asset
Monetary items
USD

Financial liabilities
Monetary items
USD
December 31, 2023 December 31, 2023
Foreign
currencies
Exchange rate
$ 5,458
30.705

942
30.705
December 31, 2022
NTD
$ 167,588
28,924
Foreign
currencies
$ 11,177
606
Exchange rate
30.710

30.710
NTD
$ 343,246
18,610

Foreign exchange gains and losses (realized and unrealized) with significant effect are as follows:

are as follows:
Functional currency
NTD
2023 Net exchange
gain (loss)
$ 1,714)
2022
Exchange rate
(NTD : NTD)
Exchange rate
(NTD : NTD)
Net exchange
gain (loss)
( $ 29,354

XXX. Additional Disclosures

  • (I) Significant transactions:

  • Loans to others: Table 1.

  • Endorsements/Guarantees for others: None.

  • Securities held at the end of the period (excluding investment in subsidiaries, associates, and joint ventures): Table 2.

  • Securities acquired or sold at costs or prices of at least NTD300 million or 20% of the paid-in capital: None.

  • Acquisition of individual property at costs of at least NTD300 million or 20% of the paid-in capital: None.

  • Disposal of individual property at costs of at least NTD300 million or 20% of the paid-in capital: None.

  • Total purchases from or sales to related parties amounting to at least NTD100 million or 20% of the paid-in capital: Table 3.

  • 226-

  • Receivables from related parties amounting to at least NTD100 million or 20% of the paid-in capital: Table 4.

  • Derivatives trading: None.

  • Other: Business relations and important transactions between the parent company and subsidiaries and among subsidiaries and amounts: Table 5.

  • (II) Information on investees: Table 6.

  • (III) Information on investments in mainland China: None.

  • (IV) Information on major shareholders: Names of shareholders, each holding 5% or more of total shares, and the number and percentage of shares held: Table 7.

XXXI. Segment information

The Group’s information reported to the chief operating decision-maker for resource allocation and segment performance assessment focuses on types of goods or services delivered or provided. The Group’s reportable segments are the gaming and industrial computers segment and the aerospace and national defense segment.

  • (I) Segment revenue and operating performance

The Group’s segment revenue and operating performance are as follows:

Reportable segment
Gaming and
industrial
computers

Aerospace and
national
defense

Total of reportable
segments

Non-operating income
and expenses
Net income before tax
Segment revenue
2022
$ 841,118
1,935,562

$ 2,776,680

Segment profit or loss Segment profit or loss Segment profit or loss
2023
$ 833,221
2,581,150

$ 3,414,371
2023
($ 41,949)

199,057

157,108
(
16,437)

$ 140,671
2022








$ 29,423
59,495
88,918
18,823
$ 107,741
  • (II) Total segment assets and liabilities

When the Group discloses the estimated amounts of reportable segments’ total assets and liabilities and other segment information, as such information is not provided to the chief operating decision-maker, it is not disclosed.

  • (III) Information by region

The Group’s main business premises and non-current assets are both located in the United States.

  • 227-

(IV) Information major customers

The customers, each of whom contributes to 10% or more of the Group’s total revenue are as follows:

revenue are as follows:
Customer A
Customer B
Customer C
Customer D
2023
$ 827,474
390,275
(Note)
378,190
$ 1,595,939
2022




$ 708,026
348,575
299,284
(Note)
$ 1,355,885

Note: The amount of revenue did not reach 10% of the Group’s total revenue.

  • 228-

PARPRO CORPORATION and Its Subsidiaries

Loans to others

2023

Table 1

Unit: NTD thousand

No. Lender Borrower Account Related
party
status
Highest balance
of this year
Ending balance Amount drawn Range of
interest rates
Nature of loan Business
transaction
amount
Reasons for
short-term
financing
Allowance
for losses
Collateral Collateral Limit on loan to each
borrower
Total limit on loans to
others
Name Worth
0
1
2
3
The Company
Parpro Holdings
Co., Ltd.
PARPRO
CORPORATIO
N
Parpro (Nevada),
Inc.
AP Parpro, Inc.
Parpro (Nevada), Inc.
PARPRO
CORPORATION
AP Parpro, Inc.
Parpro (Nevada), Inc.
AP Parpro, Inc.
AP Parpro, Inc.
Other
receivables
Other
receivables
Other
receivables
Other
receivables
Other
receivables
Other
receivables
Other
receivables
Yes
Yes
Yes
Yes
Yes
Yes
Yes
$ 213,360
32,425
32,425
71,335
90,790
327,493
32,425
$ -
-
-
67,551
85,974
310,121
30,705
$ -
-
-
38,381
21,494
220,059
-
2.5%-3%
3%
3%
2.75%-3%
2.75%
2.5%-5%
2.75%
Short-term
financing
Short-term
financing
Short-term
financing
Short-term
financing
Short-term
financing
Short-term
financing
Short-term
financing
$ -
-
-
-
-
-
-
Working capital
Working capital
Working capital
Working capital
Working capital
Working capital
Working capital
$ -

-

-

-

-

-

-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$ 400,625
(Up to 20% of the
Company’s net
worth as stated in
the most recent
financial
statements)
400,625
(Up to 20% of the
Company’s net
worth as stated in
the most recent
financial
statements)
400,625
(Up to 100% of the
Company’s net
worth as stated in
the most recent
financial
statements)
1,972,934
(Up to 100% of the
subsidiary’s net
worth as stated in
the most recent
financial
statements)
1,255,017
(Up to 100% of the
subsidiary’s net
worth as stated in
the most recent
financial
statements)
1,255,017
(Up to 100% of the
subsidiary’s net
worth as stated in
the most recent
financial
statements)
88,322
(Up to 100% of the
subsidiary’s net
worth as stated in
the most recent
financial
statements)
$ 1,001,563
(Up to 50% of the
Company’s net
worth as stated in
the most recent
financial
statements)
1,001,563
(Up to 50% of the
Company’s net
worth as stated in
the most recent
financial
statements)
1,001,563
(Up to 100% of the
Company’s net
worth as stated in
the most recent
financial
statements)
1,972,934
(Up to 100% of the
subsidiary’s net
worth as stated in
the most recent
financial
statements)
1,255,017
(Up to 100% of the
subsidiary’s net
worth as stated in
the most recent
financial
statements)
1,255,017
(Up to 100% of the
subsidiary’s net
worth as stated in
the most recent
financial
statements)
88,322
(Up to 100% of the
subsidiary’s net
worth as stated in
the most recent
financial
statements)
  • 229-

Unit: NTD thousand

PARPRO CORPORATION and Its Subsidiaries

Securities held at the end of the period

December 31, 2023

Table 2

Company Type and name of securities Relationship with the
securities issuer
Account End of theperiod Remarks
Number of
shares
Carrying amount Shareholdings Fair value
The Company ICatch Technology, Inc.
eTreego Co., Ltd.
-
-
Financial assets at fair value
through other comprehensive
income – non-current
Financial assets at fair value
through other comprehensive
income–non-current
254,000
1,578,000

$ 18,466

29,982

$ 18,466
29,982
-
-

Note 1: The securities in this table refer to stocks, bonds, beneficiary certificates, and securities derived therefrom within the scope of IFRS 9 “Financial Instruments.” Note 2: See Table 6 for the information on subsidiaries and associates.

  • 230-

PARPRO CORPORATION and Its Subsidiaries

Total purchases from or sales to related parties amounting to at least NTD100 million or 20% of the paid-in capital

2023

Table 3 Unit: NTD thousand
Notes or accounts receivable
(payable)
Remarks
Balance
As a % of total
notes or
accounts
receivable
(payable)
$ 36,360
14%
-
Unit: NTD thousand
Notes or accounts receivable
(payable)
Remarks
Balance
As a % of total
notes or
accounts
receivable
(payable)
$ 36,360
14%
-
Unit: NTD thousand
Notes or accounts receivable
(payable)
Remarks
Balance
As a % of total
notes or
accounts
receivable
(payable)
$ 36,360
14%
-
Buyer/Seller Counterparty Relationship Transaction situation Situation and reason for transaction
terms different from regular ones
Notes or accounts receivable
(payable)
Remarks
Purchases/
Sales
Amount As a % of total
purchases
(sales)

Credit period
Unit price Credit period Balance As a % of total
notes or
accounts
receivable
(payable)
AP Parpro, Inc. Parpro Nevada, Inc. A subsidiary Sales ( $ 627,263 ) (
34% )
Net 30 days after
end of month
As agreed None $ 36,360
14%
-
  • 231-

PARPRO CORPORATION and Its Subsidiaries

Receivables from related parties amounting to at least NTD100 million or 20% of the paid-in capital

December 31, 2023

Table 4

Unit: NTD thousand

Company listed under accounts
receivable

Counterparty
Relationship Balance of amounts
receivable from related
parties
Turnover Overdue receivables from relatedparties Overdue receivables from relatedparties
Amount to be
recovered after the
balance sheet date
from related parties
(Note)

Allowance for
losses
Amount Treatment method
Parpro Technologies Inc. AP Parpro, Inc. Same parent company Other receivables
$
2
-
$ - - $ 25,518 $ -

Note: It is as of February 29, 2024.

  • 232-

PARPRO CORPORATION and Its Subsidiaries

Business relationships and significant transactions between the parent company and subsidiaries and amounts

2023

Table 5

Unit: NTD thousand

No. Name of trader Counterparty Relationship
between traders
(Note 1)
Transaction situation Transaction situation
Account Amount Transaction terms As a % of total
consolidated
revenue or total
assets
0
1
2
3
4
The Company
Parpro Holdings Co., Ltd.
AP Parpro, Inc.
Parpro Technologies Inc.
Parpro Nevada, Inc.
AP Parpro, Inc.
Parpro Nevada, Inc.
Parpro Technologies Inc.
AP Parpro, Inc
Parpro Nevada, Inc.
Parpro Technologies Inc.
Parpro Nevada, Inc.
AP Parpro, Inc.
AP Parpro, Inc.
Parpro Technologies Inc.
1
1
1
3
3
3
3
3
3
3
Accounts receivable
Other income
Other receivables
Other income
Other receivables
Other income
Other receivables
Other receivables
Sales revenue
Accounts receivable
Other receivables
Other receivables
Other receivables
Sales revenue
Other receivables
Other receivables
$ 13,918
33,575
41,699
11,938
14,738
43,275
53,427
38,381
627,263
36,360
25,518
21,494
220,059
92,034
21,771
23,385
According to the terms agreed by both parties
According to the terms agreed by both parties
According to the terms agreed by both parties
According to the terms agreed by both parties
According to the terms agreed by both parties
According to the terms agreed by both parties
According to the terms agreed by both parties
According to the terms agreed by both parties
According to the terms agreed by both parties
According to the terms agreed by both parties
According to the terms agreed by both parties
According to the terms agreed by both parties
According to the terms agreed by both parties
According to the terms agreed by both parties
According to the terms agreed by both parties
According to the terms agreed by both parties
-
1%
1%
-
-
1%
1%
1%
18%
1%
1%
1%
6%
3%
1%
1%

Note 1: There are three types of relationships between traders:

  1. Parent company to subsidiary.

  2. Subsidiary to parent company.

  3. Subsidiary to subsidiary.

Note 2: Each transaction of NTD10,000 thousand or more is disclosed.

  • 233-

PARPRO CORPORATION and Its Subsidiaries

Information on investees, including names of investees and locations

2023

Table 6

Unit: NTD thousand/$ thousand in foreign currency

Name of investor Name of investee Location Principal business
activities
Initial investment amount Initial investment amount Holding at the end of the period Holding at the end of the period Holding at the end of the period Profit (loss) of
investee for this
period
Investment
income (loss)
recognized for
this period
Remarks
End of this period End of last period Number of shares Shareholdin
g (%)
Carrying amount
The Company
Efa Technologies
Parpro Holdings
Co., Ltd.
AP Parpro, Inc.
Pilot (Las Vegas),
Inc.
Parpro Quality Inc.
Efa Technologies
Parpro Holdings Co., Ltd.
Anderson Industrial Corp.
Sogotec Precision Co., Ltd.
Sogotec Precision Co., Ltd.
AP Parpro, Inc.
Pilot (Las Vegas), Inc.
Parpro Quality Inc.
Parpro (Nevada), Inc.
Parpro (Nevada), Inc.
Parpro Technologies Inc.
Taiwan
British Virgin
Islands
Taiwan
Taiwan
Taiwan
The United
States
The United
States
The United
States
The United
States
The United
States
The United
States
Sales of industrial
computers and
gaming machines
Investment
Non-metal computer
numerical control
machining center
Manufacturing and
sales of machinery
Manufacturing and
sales of machinery
Production and sales
of aerospace parts
Investment
Investment
Sales of industrial
computers and
gaming machines
Sales of industrial
computers and
gaming machines
Production and sales
of components for
the network
communications,
aerospace, and
national defense
industries
$ -
USD
41,990
470,758

56,507

28,797
USD
18,522
USD
735
USD
23,955
USD
2,941
USD
735
USD
23,500
$ -
USD
36,190

470,758

56,507

28,797
USD
12,722
USD
735
USD
23,955
USD
2,941
USD
735
USD
23,500

3,271,945

41,990

39,904,488

959,880

485,000

6,765

735

23,500,000

510

490

12,859
100
100
20.86
4.73
2.39
100
100
100
80
20
100
$ 18,190

1,972,934

555,457

23,058

11,651

613,203

17,662

1,255,017

70,660

17,662

1,225,017
( $ 2,696 )

69,556
(
14,954 )
(
75,205 )
(
75,205 )
(
21,127 )
(
8,211 )

115,198
(
41,053 )
(
41,053 )

115,198
( $ 2,696 )

69,556
(
4,534 )
(
3,556 )
N/A
N/A
N/A
N/A
N/A
N/A
N/A
A subsidiary
A subsidiary
An associate
An associate
An associate
A
sub-subsidiar
y
A
sub-subsidiar
y
A
sub-subsidiar
y
A
sub-subsidiar
y
A
sub-subsidiar
y
A
sub-subsidiar
y
  • 234-

PARPRO CORPORATION

Information on major shareholders

December 31, 2023

Table 7

Name of major shareholder Shares Shares
Number of shares Shareholdings
Liao, Wen-Chia
Yunyong Investment Co., Ltd.
Jieshi Investment Co., Ltd.
8,071,942
7,500,865
5,830,415
8.11%
7.53%
5.85%
  • Note: The major shareholders in this table are shareholders each holding 5% or more of the Company’s ordinary shares with registration of dematerialized securities completed (including treasury shares) on the last business day of each quarter calculated by the Taiwan Depository & Clearing Corporation. The share capital indicated in the Company’s consolidated financial statements may differ from the actual number of shares that have been issued and delivered with registration of dematerialized securities completed as a result of different bases of preparation.

  • 235-

PARPRO CORPORATION

2023 Annual report

Chairman

Liao, Wen Jia

  • 236-