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PCM — Annual Report 2024
Nov 13, 2024
52275_rns_2024-11-13_899b6a50-a74c-4e6e-a7e3-80d639843fec.pdf
Annual Report
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Stock Code: 3043
Powercom Co., Ltd. and Subsidiaries Consolidated Financial Statements for the Years Ended December 31, 2024 and 2023 and Independent Auditors’ Report
Add.: 8F., No. 246, Liancheng Rd., Zhonghe Dist., New Taipei City Tel.: (02)2225-8552
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§TABLE OF CONTENTS§
| §TABLE OF CONTENTS§ | §TABLE OF CONTENTS§ | |
|---|---|---|
| I. Front Cover··············································································· | 1 | |
| II. Table of Contents········································································ | 2 | |
| II. Declaration··············································································· | 3 | |
| III. Independent Auditors’ Report························································ | 4-7 | |
| IV. | Consolidated Balance Sheets······················································ | 8 |
| V. | Consolidated Statements of Comprehensive Income·························· | 9 |
| VI. | Consolidated Statements of Changes in Equity································ | 10 |
| VII. | Consolidated Statements of Cash Flows········································· | 11-12 |
| VIII. | Notes to Consolidated Financial Statements | |
| 1.·······················································································C | 13 | |
| ompany History································································· | ||
| 2.·······················································································A | 13 | |
| pproval Date and Procedures of the Financial Statements··············· | ||
| 3.·······················································································N | 13-14 | |
| ew standards, Amendments and Interpretations Adopted················· | ||
| 4.·······················································································S | 14-23 | |
| ummary of Significant Accounting Policies································ | ||
| 5.·······················································································C | 23 | |
| ritical Accounting Judgments and Key Sources of Estimation and | ||
| Uncertainty······································································ | ||
| 6.·······················································································D | 24-36 | |
| escription of Major Accounting Items······································· | ||
| 7.·······················································································R | 36-37 | |
| elated Party Transactions······················································ | ||
| 8.·······················································································P | 37-38 | |
| ledged Assets···································································· | ||
| 9.·······················································································S | 38 | |
| ignificant Contingent Liabilities and Unrecognized Commitments····· | ||
| 10.····················································································· S | 38 | |
| ignificant Disaster Loss························································ | ||
| 11.····················································································· S | 38 | |
| ignificant Subsequent Events················································· | ||
| 12.····················································································· O | 38-47 | |
| thers··············································································· | ||
| 13.····················································································· A | 47 | |
| dditional Disclosures··························································· | ||
| (1)·············································································· I | 47 | |
| nformation on significant transactions······························· | ||
| (2)·············································································· I | 47 | |
| nformation on investees················································ | ||
| (3)·············································································· I | 47 | |
| nformation on investment in Mainland China······················ | ||
| (4)·············································································· T | 47 | |
| he business relationship and significant transactions between the | ||
| Company and subsidiaries············································· | ||
| (5)·············································································· I | 47 | |
| nformation of major shareholders···································· | ||
| 14.····················································································· S | 47-48 | |
| egment Information···························································· |
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Representation Letter
The entities that are required to be included in the consolidated financial statements of affiliates in accordance with the Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises for the year ended December 31, 2024 are all the same as those included in the consolidated financial statements of POWERCOM CO., LTD. and its subsidiaries prepared in conformity with the International Accounting Standards 27 Consolidated and Separate Financial Statements. Relevant information that should be disclosed in the consolidated financial statements of affiliates is included in the consolidated financial statements of POWERCOM CO., LTD. and its subsidiaries. Hence, we did not prepare a separate set of consolidated financial statements of affiliates.
POWERCOM CO., LTD. Ke-Fei Investment Co., Ltd. March 13, 2025
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INDEPENDENT AUDITORS’ REPORT
The Board of Directors and Shareholders
POWERCOM Company Limited
Opinion
We have audited the accompanying consolidated financial statements of Powercom Company Limited and its subsidiaries (the “Group”), which comprise the consolidated balance sheets as of December 31, 2024 and 2023, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, based on our audit and other auditors’ report (please refer to Other Matter paragraph), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2024 and 2023, and its consolidated financial performance and consolidated statements cash flows for the years then ended in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), and Interpretations endorsed by the Financial Supervisory Commission.
Basis for Opinion
We conducted our audits entrusted by the Group in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Group’s consolidated financial statements for the year ended December 31, 2024. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matters of the Group’s consolidated financial statements for the year ended December 31, 2024 are stated as follows:
Allowances for inventory valuation loss
Uninterruptible power supply systems and photovoltaic modules manufactured and sold by the Group, are inventories that are susceptible to price fluctuations in markets, posing higher risks of inventory falling price loss or obsolescence. For the inventories aged beyond specified period and the inventories specifically identified at risk of obsolescence, the Group has account loss for obsolete and slow-moving inventories. The Group’s inventories and allowance to reduce inventory to market could have a significant impact on the financial statements, and consequently identified as a key audit matter. We tested how the management make accounting
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estimates and the data on which they are based, our audit procedures included the following, among others:
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Ensured consistent application of accounting policies in relation to allowance to reduce inventory to market in the reporting period and assessed the reasonableness of these policies.
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Validated the appropriateness of system logic of inventory aging report utilized by management with the specific identification method, to ensure obsolete inventories aged beyond specified period listed in the report.
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Discussed the net realizable value of specific identified obsolete inventories with management, tested the supporting documents.
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Evaluated information obtained from physical inventory, and agreed to inventory aging report prepared by management.
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Validated respective destocking of inventory part number, compared allowance to reduce inventory to market of each part number with previous period, to evaluate the reasonableness of the Group’s decision on allowance to reduce inventory to market.
- Evaluation of Appropriateness of the cut off of sales revenue recognition
Manufacturing and selling UPS is the main line of business of the cooperation of Powercom. The exportation is mainly commissioning China subsidiary to manufacture and directly ship and sell to clients, and these operating revenue accounts for 38.87% of the consolidated revenue. Sales revenue recognition could have a significant impact on the financial statements, and consequently identified as a key audit matter. Please refer to the notes of the financial statement for the accounting policies on sales revenue recognition and disclosure, our audit procedures included the following, among others:
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Understood and conducted the criteria used to determine when to recognize sales revenue and test of controls in audit procedures related internal controls.
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Evaluated validity of revenue-related internal controls by sampling order details of main clients and checking shipping certificates of orders.
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Ascertained whether sales revenue has been appropriately recognized by sampling subsidiary sales revenue ledger and checking shipping certificates.
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Ascertained whether there have been any material sales returns or allowances in the subsequent period.
Other Matter: Reference to Other Auditors’Audit
Among the subsidiaries included in the consolidated financial statements of the Group, the financial statements of Opti International Corporation were not audited by use, but by other auditors. Therefore, our opinion expressed herein, insofar as it relates to the amounts included in the financial statements of Opti International Corporation and the information disclosed in Note 13 relative to these subsidiaries, is based solely on the audit reports of other auditors. Total assets of Opti International Corporation amounted to NT$147,442 thousand and NT$86,252 thousand, accounting for 9.29%% and 6.73% of consolidated total assets as of December 31, 2024 and 2023, respectively, and total liabilities amounted to NT$94,944 thousand and NT$34,552 thousand, accounting for 9.66% and 3.89% of consolidated total liabilities. Total comprehensive income for the years ended December 31, 2024 and 2023 amounted to NT$6,395 thousand and NT$7,941 thousand, representing 3.03% and (371.73%) of consolidated total comprehensive income, respectively.
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Other Matter: Parent Company Only Financial Statements
We have also audited the parent company only financial statements of Powercom Company Limited as of and for the years ended December 31, 2024 and 2023 on which we have issued an unqualified opinion.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, 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 of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of the consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so. Those charged with governance (including members of the Audit Committee) are responsible for overseeing the Group’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
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Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists
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related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2024 and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Candor Taiwan CPAs
CPA: Zhu, Wei-Ren CPA: Shi, Dai-Ping
Reference Number of the Audit and Attestation:
Former Securities and Futures Commission, Ministry of Finance No. (75)Taiwan-Finance-Securities-I-15490 Securities and Futures Bureau, FSC No. Financial-Supervisory-Securities-Auditing -1110360121 March 13, 2025
Notes to Readers
The independent auditors’ audit report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ audit report and consolidated financial statements, the Chinese version shall prevail.
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POWERCOM CO., LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2024 and 2023 (In thousands of NTD, unless stated otherwise.)
1. Company History
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Powercom Co., Ltd. (the “Company”) was incorporated and registered as a company limited by shares under the provisions of the Company Act of the Republic of China (R.O.C.) on April 24, 1987. Securities and Futures Commission approved the public issuance of the Company in May 1999, approved over-the-counter in September 2000, and listed on the Taiwan Stock Exchange (TWSE) in August 2002.
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The scope of business of the Company and subsidiaries is as follows:
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(1) Variable-frequency drive of uninterruptible power supply, such electrical equipment and components manufacturing, processing, assembling, and selling.
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(2) Computer and peripheral equipment manufacturing, selling; software designing and selling.
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(3) Computer-automated equipment designing, manufacturing, trading, and installation engineering.
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(4) Power electronic device designing, manufacturing, and trading.
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(5) Products provided by the preceding paragraph importing and exporting.
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(6) Distribution pricing and bidding agent for products of related manufacturer.
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(7) Electric appliance contracting.
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(8) Batteries manufacturing.
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(9) General instrument manufacturing.
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(10) Wholesale of batteries.
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(11) Wholesale of building materials.
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(12) Energy technical services.
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(13) The Company and subsidiaries may operate all business activities that are not prohibited or restricted by law, besides from provided by the preceding paragraph.
2. Approval Date and Procedures of the Financial Statements s
- The accompanying consolidated financial statements were approved for issue by the Board of Directors on March 13, 2025.
3. New standards, amendments and interpretations adopted
- (1) Application of the amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) (collectively, “IFRS Accounting Standards”) endorsed and issued into effect by the Financial Supervisory Commission (FSC).:
IFRS Accounting Standards issued by International Accounting Standards Board (IASB) and endorsed by the FSC into effective from 2024:
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New, Revised or Amended Standards and Interpretations Effective Date Issued by IASB
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Amendments to IFRS 16 “Lease Liability in Sale and Leaseback” January 1, 2024 Amendments to IAS 1 “Classification of Liabilities as Current or January 1, 2024 Non-current”
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Amendments to IAS 1 “Non-current Liabilities with Covenants January 1, 2024 Amendments to IAS 7 and IFRS 7 “Supplier Finance January 1, 2024 (Note 3) Arrangements”
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The adoption of the IFRS Accounting Standards endorsed by the FSC, would not have a significant impact on the accounting policies of the Company and subsidiaries.
- (2) The impact of not yet adopting IFRS Accounting Standards endorsed by the FSC
IFRS Accounting Standards issued by International Accounting Standards Board (IASB) and endorsed by the FSC into effective from 2025:
New, Revised or Amended Standards and Interpretations Effective Date Issued by IASB Amendments to IAS 21 “Lack of Exchangeability” January 1, 2025 (Note 1)
- Note 1: An entity shall apply those amendments for annual reporting periods beginning on or after January 1, 2025. Upon initial application of the amendments to IAS 21, the Group shall not restate the comparative information and shall recognize any effect of initially applying the amendments as an adjustment to the opening balance of retained earnings or, if applicable, to the cumulative amount of translation differences in equity as well as affected assets or liabilities.
As of the approval date of the consolidated financial statements, the Company and subsidiaries continue to evaluate the impact of the amendments to the other standards and interpretations on the financial status and financial performance; the relevant impact will be disclosed upon completion of the assessment.
- (3) The IFRS Accounting Standards issued by IASB in issue but not yet endorsed and issued into effect by the FSC
| issued into effect by the FSC | |
|---|---|
| New, Revised or Amended Standards and Interpretations Annual Improvements to IFRS Accounting Standards—Volume 11 Amendments to IFRS 9 and IFRS 7 “Amendments to the Classification and Measurement of Financial Instruments” Amendments to IFRS 9 and IFRS 7 “Contracts Referencing Nature-dependent Electricity” Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets between an Investor and its Associate or Joint Venture” Amendments to IFRS 17 “Insurance Contract” Amendments to IFRS 17 Amendments to IFRS 17 "Initial Application of IFRS 17 and IFRS 9 - Comparative Information" IFRS 18 “Presentation and Disclosure in Financial Statements” IFRS 19 “Subsidiaries without Public Accountability” |
Effective Date Issued by IASB (Note 1) |
| January 1, 2026 January 1, 2026 January 1, 2026 To be determined by IASB January 1, 2023 January 1, 2023 January 1, 2023 January 1, 2027 January 1, 2027 |
- Note 1: Unless stated otherwise, the above new, revised, or amended standards or interpretations are effective for annual reporting periods beginning on or after their respective effective dates.
As of the approval date of the consolidated financial statements, the Company and subsidiaries continue to evaluate the impact of the amendments to the other standards and interpretations on the financial status and financial performance; the relevant impact will be disclosed upon completion of the assessment.
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4. Summary of Significant Accounting Policies
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(1) Statement of Compliance The consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRS Accounting Standards as endorse and issued into effect by the FSC.
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(2) Basis of Preparation The accompanying consolidated financial statements have been prepared on the historical cost basis except for financial instruments that are measured at fair values. Inputs to fair value measurement are grouped into Levels 1 to 3 based on the degree to which the fair value is observable and prior:
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A. Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities;
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B. Level 2 fair value measurements are those derived from inputs that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices), but not included quoted prices within Level 1; and
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C. Level 3 fair value measurements are those inputs for the asset or liability that are unobservable.
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(3) Standards for Classification of Assets and Liabilities as Current or Non-Current Current assets include :
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A. Assets held mainly for trading purposes;
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B. Assets that are expected to be realized within twelve months from the balance sheet date; and
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C. Cash and cash equivalents, excluding restricted cash and cash equivalents and those that are to be exchanged for or used to settle liabilities more than twelve months after the balance sheet date.
Current liabilities include :
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A. Liabilities arising mainly from trading activities;
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B. Liabilities that are to be settled within twelve months from the balance sheet date; and
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C. Liabilities for which the repayment date cannot be extended unconditionally to more than twelve months after the balance sheet date.
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Otherwise they are classified as non-current assets or non-current liabilities.
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(4) Basis of Consolidation
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A. The basis for the consolidated financial statements
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a. All subsidiaries are included in the consolidated financial statements of the Company and subsidiaries. Subsidiaries are all entities (including structured entities) controlled by the Company and subsidiaries. The Company and subsidiaries control an entity when the Company and subsidiaries are exposed, or have rights, to variable returns from the involvement with the entity and have the ability to affect those returns through the power over the entity. Consolidation of subsidiaries begins from the date the Company and subsidiaries obtain control of the subsidiaries and ceases when the Company and subsidiaries lose control of the subsidiaries.
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b. Inter-company transactions, balances and unrealized gains or losses on transactions between companies within the Company and subsidiaries are eliminated. Accounting policies of subsidiaries have been adjusted where necessary to ensure consistency with the policies adopted by the Company and subsidiaries.
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c. Profit or loss and each component of other comprehensive income are attributed to the owners of the parent and to the non-controlling interests. Total comprehensive income is attributed to the owners of the parent and to the
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non-controlling interests even if this results in the noncontrolling interests having a deficit balance.
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d. Changes in a parent’s ownership interest in a subsidiary that do not result in the parent losing control of the subsidiary (transactions with non-controlling interests) are accounted for as equity transactions, i.e. transactions with owners in their capacity as owners. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity.
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e. When the Company and subsidiaries lose control of a subsidiary, the Company and subsidiaries measure any investment retained in the former subsidiary at its fair value. That fair value is regarded as the fair value on initial recognition of a financial asset or the cost on initial recognition of the associate or joint venture. Any difference between fair value and carrying amount is recognized in profit or loss. All amounts previously recognized in other comprehensive income in relation to the subsidiary are reclassified to profit or loss, on the same basis as would be required if the related assets or liabilities were disposed of. That is, when the Company and subsidiaries lose control of a subsidiary, such gains or losses would be reclassified to profit or loss when the related assets or liabilities are disposed of.
B. Subsidiaries included in the consolidated financial statements and the changes:
| Name of investors |
Name of subsidiaries |
Business activities |
2024.12.31 Shareholding ratio |
2023.12.31 Shareholding ratio 100.00% 40.00% - 100.00% 100.00% 73.05% |
Note |
|---|---|---|---|---|---|
| POWERCOM CO., LTD. POWERCOM CO., LTD. POWERCOM CO., LTD. KER FONG INTERNATIONAL CO., LTD. KER FONG INTERNATIONAL CO., LTD. KER FONG INTERNATIONAL CO., LTD. |
KER FONG INTERNATIONAL CO., LTD. OPTI INTERNATIONAL CORPORATION US PCM CO., LTD. ZHONGSHAN GUANHONG ELECTRONIC CO.,LTD POWERCOM (Dongguan) CO .,LTD. Powercom American Inc. |
UPS manufacturing and selling UPS, computer and peripheral equipment maintaining and selling Power generation, transmission , distribution machinery and electronics components Manufacturing UPS manufacturing and selling UPS manufacturing and selling UPS manufacturing and selling |
100.00% 40.00% - 100.00% - - |
Note 1 Note 2 Note 3 Note 4 |
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Note 1: Although the Company and subsidiaries hold less than 50% of the common shares of OPTI International Corporation, the Company and subsidiaries de facto control over its operation and financial policy, therefore it is included in the consolidated financial statements.
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Note 2: The dissolution and liquidation of US PCM CO., LTD. have been resolved by the shareholders meeting on August 1, 2023, and the liquidation has been completed on December 28, 2023.
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Note 3: The liquidation of KER FONG INTERNATIONAL CO., LTD. has been completed on June 30, 2024.
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Note 4: KER FONG INTERNATIONAL CO., LTD. has resolved by the board of directors on June 2, 2023 to dissolve and liquidate its subsidiary, Powercom American Inc.. and the liquidation has been completed on June 30, 2024.
C. Subsidiaries not included in the consolidated financial statements:
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| Name of investors POWERCOM CO., LTD. |
Name of subsidiaries Powercom Yuraku PTE.,LTD. |
Business activities reinvestment |
2024.12.31 Shareholding ratio 55.00% |
2023.12.31 Shareholding ratio 55.00% |
Note |
|---|---|---|---|---|---|
| Note 1 |
-
Note 1: The Company and subsidiaries invested 41,250 SGD (945 thousand of NTD) in Powercom Yuraku PTE.,LTD. acquiring 55% of shareholding, then invested 31,000 EUR in Yur Power
Ⅰ, Yur PowerⅡ, Yur PowerⅢ, Yur PowerⅣ, Yur PowerⅥ, Yur PowerⅦ, Yur PowerⅧand Yur PowerⅨ.Because of the investment fell under the materiality threshold, consolidated financial statements for the year ended December 31, 2011 was prepared based on the preliminary financial statements. The Company and subsidiaries temporarily lost control of Powercom Yuraku PTE.,LTD. due to its equity dispute with shareholders in the year ended December 31, 2012 and currently in litigation procedure. Therefore, it was evaluated under cost method then. -
(5) Foreign Currencies
The consolidated financial statements are presented in New Taiwan Dollars, which is functional and presentation currency of the Company and subsidiaries.
Foreign currency monetary items are are translated into the functional currency using the closing exchange rates at the balance sheet date. Foreign exchange gains and losses resulting from the settlement of such transactions are recognized in profit or loss in the period in which they arise.
Non-monetary items denominated in foreign currencies held at fair value through profit or loss are re-translated at the exchange rates prevailing at the balance sheet date; their translation differences are recognized in profit or loss. Translation differences of non-monetary items denominated in foreign currencies held at fair value through other comprehensive income are are recognized in other comprehensive income.
Non-monetary items denominated in foreign currencies measured in terms of historical cost, are translated with the historical exchange rates at the dates of the initial transactionswithout retranslation.
Assets and liabilities of the Company and subsidiaries, and the foreign operations are translated into New Taiwan dollar at the closing exchange rate at the date of that balance sheet. Income and expenses are translated at average exchange rates of that period, and all resulting exchange differences are recognized in other comprehensive income. On the disposal of a foreign operation (i.e., a disposal of the Company and subsidiaries’ entire interest in a foreign operation, or a disposal involving the loss of control over a subsidiary that includes a foreign operation), all of the exchange differences accumulated in equity in respect of that operation are reclassified to profit or loss.
In a partial disposal of a subsidiary that does not result in losing control over the subsidiary, the proportionate share of accumulated exchange differences is re-attributed to the non-controlling interest of the subsidiary and is not recognized in profit or loss. For all other partial disposals, the proportionate share of the accumulated exchange differences recognized in other comprehensive income is reclassified to profit or loss.
(6) Property, Plant and Equipment Property, plant and equipment are initially measured at cost and subsequently measured at cost less aaccumulated depreciation and accumulated impairment losses. Property, plant and equipment under construction are measured at cost less any accumulated impairment loss. Cost includes professional fees and borrowing costs eligible for capitalization. Such assets are depreciated and classified to the appropriate categories of property, plant and equipment when completed and ready for their intended use.
Depreciation of property, plant and equipment is recognized using the straight-line method. Each significant part is depreciated separately. The estimated useful lives, residual values and depreciation methods are reviewed at the end of each reporting period, with the effects of any changes in the estimates accounted for on a prospective basis.
-19-
On derecognition of an item of property, plant and equipment, the difference between the sales proceeds and the carrying amount of the asset is recognized in profit or loss.
-
(7) Intangible Assets
-
A. Intangible assets acquired separately
- Intangible assets with finite useful lives that are acquired separately are initially measured at cost and subsequently measured at cost less accumulated amortization and accumulated impairment loss. Amortization is recognized on a straight-line basis. The estimated useful lives, residual values, and amortization methods are reviewed at the end of each reporting period, with the effect of any changes in the estimates accounted for on a prospective basis. Intangible assets with indefinite useful lives that are acquired separately are measured at cost less accumulated impairment loss.
-
B. Derecognition On derecognition of an intangible asset, the difference between the net disposal proceeds and the carrying amount of the asset is recognized in profit or loss.
-
(8) Impairment of Tangible Assets and Intangible Assets At the end of each reporting period, the Company and subsidiaries review the carrying amounts of its tangible assets and intangible assets to determine whether there is any indication that those assets have suffered any impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. When it is not possible to estimate the recoverable amount of an individual asset, the Company and subsidiaries estimate the recoverable amount of the cash-generating unit to which the asset belongs.
-
The recoverable amount is the higher of fair value less costs to sell and value in use. If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount, with the resulting impairment loss recognized in profit or loss. When an impairment loss is subsequently reversed, the carrying amount of the corresponding asset or cash-generating unit is increased to the revised estimate of its recoverable amount, but only to the extent of the carrying amount that would have been determined had no impairment loss been recognized on the asset or cash-generating unit in prior years. A reversal of an impairment loss is recognized in profit or loss.
-
(9) Non-current Assets Held for Sale Non-current assets are classified as held-for-sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use. This condition is regarded as met only when the sale is highly probable and the non-current asset is available for immediate sale in its present condition. To meet the criteria for the sale being highly probable, the appropriate level of management must be committed to the sale, which should be expected to qualify for recognition as a completed sale within 1 year from the date of classification.
When a sale plan would result in loss of control of a subsidiary, all of the assets and liabilities of that subsidiary are classified as held for sale, regardless of whether the Company will retain a non-controlling interest in that subsidiary after the sale. Non-current assets classified as held-for-sale are measured at the lower of their previous carrying amount and fair value less costs to sell. Recognition of depreciation of those assets would cease.
When a subsidiary, joint-operation, joint-venture, affiliate or a portion of an interest in joint-venture previously classified as held for sale no longer meets the criteria to be classified as such, it is measured at the carrying amount that would have been recognized as such interests had not been classified as held for sale. The consolidated financial statements for the prior periods with interests classified as held for sale are amended accordingly.
- (10) Financial Instruments
-20-
Financial assets and financial liabilities are recognized when the Company and subsidiaries become a party to the contractual provisions of the instruments. Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issuance of financial assets and financial liabilities (other than financial assets and financial liabilities at FVTPL) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at FVTPL are recognized immediately in profit or loss.
-
A. Financial assets
-
All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.
-
a. Measurement categories
-
Financial assets held by the Company and subsidiaries are classified into financial assets at amortized cost and investments in equity instruments at FVTOCI.
-
(a) Financial assets at amortized cost
-
The Company and subsidiaries’ investment in financial assets that meet all of the following conditions, are classified as financial assets at amortized cost:
-
i. The financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and
-
ii. The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
-
Subsequent to initial recognition, financial assets measured at amortized cost, including cash and cash equivalents, accounts receivables, other receivable, other financial assets at amortized cost, which equals the gross carrying amount determined using the effective interest method less any impairment loss. Exchange gains or losses of foreign currency are recognized in profit or loss.
-
Cash and cash equivalents include time deposits which are highly liquid, readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. These cash equivalents are held for the purpose of meeting short-term cash commitments.
-
(b) Investments in equity instruments at FVTOCI
-
On initial recognition, the Company and subsidiaries may make an irrevocable election to designate investments in equity instruments as at FVTOCI. Designation as at FVTOCI is not permitted if the equity investment is held for trading and recognized contingent consideration by acquirer.
-
Investments in equity instruments at FVTOCI are subsequently measured at fair value with gains and losses arising from changes in fair value recognized in other comprehensive income and accumulated in other equity. The cumulative gain or loss will not be reclassified to profit or loss on disposal of the equity investments; instead, it will be transferred to retained earnings.
-
Dividends on these investments in equity instruments are recognized in profit or loss when the Company and subsidiaries’ right to receive the dividends is established, unless the dividends clearly represent a recovery of part of the cost of the investment.
-
-
b. Impairment of financial assets and contract assets The Company and subsidiaries recognize a loss allowance for expected credit losses (ECLs) on financial assets at amortized cost (including accounts receivable).
-21-
The Company and subsidiaries always recognize lifetime ECLs for accounts receivable. For all other financial instruments, the Company and subsidiaries recognize lifetime ECLs when there has been a significant increase in credit risk since initial recognition. If, on the other hand, the credit risk on a financial instrument has not increased significantly since initial recognition, the Company and subsidiaries measure the loss allowance for that financial instrument at an amount equal to 12-month ECLs.
Expected credit losses reflect the weighted average of credit losses with the respective risks of default occurring as the weights. Lifetime ECLs represent the expected credit losses that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-month ECLs represent the portion of lifetime ECLs that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date.
The Company and subsidiaries recognize an impairment gain or loss in profit or loss for all financial instruments with a corresponding adjustment to their carrying amount through a loss allowance account.
-
c. Derecognition of financial assets The Company and subsidiaries derecognize a financial asset only when the contractual rights to the cash flows from the asset expires or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party.
-
On derecognition of a financial asset in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss which had been recognized in other comprehensive income is recognized in profit or loss.
If the transferred asset is part of a larger financial asset and the part transferred qualifies for derecognition in its entirety, the previous carrying amount of the larger financial asset shall be allocated between the part that continues to be recognized and the part that is derecognized, based on the relative fair values of those parts on the date of the transfer. The difference between the carrying amount allocated to the part derecognized and the consideration received for the part derecognized plus any difference between sum of accumulated profit and loss recognized in other comprehensive income allocated to the part derecognized are recognized in profit or loss. A cumulative gain or loss that had been recognized in other comprehensive income is allocated between the part that continues to be recognized and the part that is derecognized on the basis of the relative fair values of those parts.
-
B. Equity instruments
-
Debt and equity instruments issued by the Company and subsidiaries are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.
Equity instruments issued by the Company and subsidiaries are recognized at the proceeds received, net of direct issue costs.
The repurchase of the Company and subsidiaries’ own equity instruments is recognized in and deducted directly from equity. No gain or loss is recognized in profit or loss on the purchase, sale, issuance or cancellation of the Company’s own equity instruments.
-
C. Financial liabilities
-
a. Subsequent measurement
- Except for the financial liabilities as follows, all financial liabilities are carried at amortized cost using the effective interest method:
Financial liabilities at fair value through profit or loss
-22-
Financial liabilities are classified as at fair value through profit or loss when the financial liabilities are held for trading.
Financial liabilities at fair value through profit or loss are stated at fair value, with any gains or losses arising on remeasurement recognized in profit or loss. The gain or loss recognized in profit or loss incorporates any interest or dividend paid on the financial liability. Fair value is determined in the manner described in Note 20(1).
-
b. Derecognition of financial liabilities The difference between the carrying amount of a financial liability derecognized and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.
-
(11) Revenue Recognition
The Company and subsidiaries identifies contracts with customers, allocates the transaction price to the performance obligations and recognizes revenue when performance obligations are satisfied.
-
For a contract where the period between the date the Company and subsidiaries transfer a promised good to a customer and the date the customer pays for that good is one year or less, the Company and subsidiaries do not adjust the promised amount of consideration for any effect of a significant financing component.
-
(12) Leasing as Lessee: Right-of-Use Assets/Lease Liabilities Except for the low-value asset leases and short-term leases that are subject to the applicable recognition exemption, lease payments are recognized as expenses on a straight-line basis during the lease period. Other leases are recognized as right-of-use assets and lease liabilities on the commencement of the lease. Lease liabilities are recognized at the present value of unpaid lease payments discounted at the company’s and subsidiaries’ incremental borrowing rates on the lease commencement date. Lease payments include:
-
A. Fixed payments, less any lease incentives receivable;
-
B. Variable lease payments that depend on an index or rate;
-
C. Amounts expected to be payable by the lessee under residual value guarantees;
-
D. The exercise price of a purchase option that the lessee is reasonably certain to exercise; and
-
E. Payments for terminating the lease unless it is reasonably certain that early termination will not occur.
Subsequently, lease liabilities are measured at amortized cost using the interest method, with interest expense recognized over the lease terms. When there is a change in a lease term or a change in future lease payments resulting from other than a change to the contract, the Company and subsidiaries remeasure the lease liabilities with a corresponding adjustment to the right-of-use assets.
Right-of-use assets are measured at cost on the lease commencement date, the costs include:
-
A. The initial measurement of lease liabilities;
-
B. Any paid lease payment on or before the lease commencement date;
-
C. Any incurred initial direct cost;
-
D. The estimated cost of dismantling, removing and restoring the subject asset to its location, or restoring the subject asset to the condition required by the terms and conditions of the lease.
Subsequently, right-of-use assets are measured at cost and depreciated using the straight-line method from the commencement dates to the earlier of the end of the useful lives of the right-of-use assets or the end of the lease terms. Right-of-use assets are adjusted for any remeasurement of the lease liabilities.
-23-
-
(13) Borrowing Costs
-
Borrowing costs directly attributable to an acquisition, construction or production of qualifying assets are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.
-
Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalization.
Other than those stated above, all other borrowing costs are recognized in profit or loss in the period in which they are incurred.
-
(14) Employee Benefits
-
A. Short-term employee benefits
- Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related services.
-
B. Pensions
-
a. Defined contribution plans
- Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related services.
-
b. Defined benefit plans The net obligation under a defined benefit plan is defined as the present value of the amount of pension benefits that employees will receive on retirement for their services in current period or prior periods. The liability recognized in the balance sheet in respect of defined benefit pension plans is the present value of the defined benefit obligation at the balance sheet date less the fair value of plan assets. The net defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The rate used to discount is determined by using interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating to the terms of the related pension liability; when there is no deep market in high-quality corporate bonds, the Company and subsidiaries use interest rates of government bonds (at the balance sheet date) instead.
- Remeasurements arising on defined benefit plans are recognized in other comprehensive income in the period in which they arise and are recorded as retained earnings.
-
Past service costs are recognized immediately in profit or loss.
- The pension cost for the interim period is actuarial calculated on the ending date of the previous period, based on the pension cost rate from the beginning of the year to the end. If there are major market changes, major reductions, liquidations, or other major events after the end date, adjustments will be made, and relevant information will be disclosed in accordance with the aforementioned policies.
-
C. Employees’, directors’ and supervisors’ compensation
-
Employees’, directors’ and supervisors’ compensation are recognized as expenses and liabilities, provided that such recognition is required under legal or constructive obligation and those amounts can be reliably estimated. Any difference between the resolved amounts and the subsequent actual distributed amounts is accounted for as changes in estimates.
-24-
-
(15) Income Tax
-
The tax expense for the period comprises current and deferred tax. Tax is recognized in profit or loss, except to the extent that it relates to items recognized in other comprehensive income or items recognized directly in equity, in which cases the tax is recognized in other comprehensive income or equity.
-
The current income tax expense is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date, estimated income tax payable or tax refund receivable calculated on taxable income or loss for the current year, and any adjustments to income tax payable or refundable in previous years. Deferred income tax is recognized, using the balance sheet liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements.
-
Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled. Deferred tax assets and liabilities are offset when the Company and subsidiaries have a legally enforceable right to set off current tax assets against current tax liabilities, and the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity, or different taxable entities which intend to settle current tax assets and liabilities on a net basis, or to realize the assets and liabilities simultaneously.
Deferred tax assets are recognized for the carry forward of unused tax losses, unused tax credits, and deductible temporary differences to the extent that it is probable the future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.
-
(16) Operating Segments
- The Company and subsidiaries’ consolidated financial statements and financial results are affected by accounting policies, accounting assumptions and estimates. Accounting assumptions and estimates are made by the management as appropriate professional judgments based on historical experience and other factors that are considered relevant.
-
Critical Accounting Judgments and Key Sources of Estimation and Uncertainty In the application of the Company and subsidiaries’ accounting policies, the management is required to make judgments, estimations, and assumptions about on the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered relevant. Actual results may differ from estimates.
-
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised if the revisions affect only that period or in the period of the revisions and future periods if the revisions affect both current and future periods.
-
(1) Expected impairment of financial assets Expected impairment of accounts receivable is based on the Company and subsidiaries’ assumption on probability of default and loss given default. The Company and subsidiaries assume and select inputs for impairment test based on historical experience, the current market situation and prospective information. If the actual cash flow in future is less than expected, significant impairment losses may arise.
-
(2) Impairment of inventories Net realisable value of inventories is the estimated selling price in the ordinary course of business less the estimated cost required to complete the sale. These estimates are based on current market conditions and historical sales experience of similar products. Changes in market conditions may materially affect these estimates.
-
Description of Major Accounting Items
-25-
(1) Cash and cash equivalents
| Cash and cash equivalents | ||
|---|---|---|
| Cash on hand and petty cash Checking deposit Demand deposit Foreign currency deposit Time deposit |
December 31, 2024 $ 459 26 114,754 112,578 51,159 $ 278,976 |
December 31, 2023 |
| $ 397 50 65,674 172,064 21,188 |
||
| $ 259,373 |
As of December 31, 2024, bank deposits with specified or restricted uses amounted to $2,184 thousand, of which $484 thousand was transferred to "Other Financial Assets - Current", and $1,700 thousand was transferred to "Other Financial Assets – Non-current.” As of December 31, 2023, bank deposits with specified or restricted uses amounted to $1,208 thousand, of which $484 thousand was transferred to "Other Financial Assets - Current", and $724 thousand was transferred to "Other Financial Assets – Non-current.”
Foreign currency deposits are calculated at the closing exchange rate on the end date of each year.
For the Company and subsidiaries’ trust agreement with O-Bank, please refer to description of Note 12(4)D.
(2) Notes and accounts receivable, net
| Notes receivable Accounts receivable Less: allowance for doubtful accounts Accounts receivable, net Notes and accounts receivable, net |
December 31, 2024 $ 11,474 626,934 ( 385,269) 241,665 $ 253,139 |
December 31, 2023 |
|---|---|---|
| $ 18,091 | ||
| 525,685 ( 386,547) |
||
| 139,138 | ||
| $ 157,229 |
Accounts receivable of the Company and subsidiaries are measured at amortized cost.
The Company and subsidiaries adopt the simplified method of IFRS 9 to recognize the allowance loss of accounts receivable based on the ECL during the lifetime. The lifetime ECL is based on consideration of the client’s past default record, current financial situation, and industrial economic situation. The credit loss historical experience of the Company and subsidiaries sets the expected credit loss rate based on the number of days overdue accounts receivable of individual clients.
The Company and subsidiaries measure loss allowance using a provision matrix:
December 31, 2024
| December31,2024 | |||
|---|---|---|---|
| Gross carrying amount Loss(%) Lifetime ECL Carrying amount |
Punctual $ 239,396 0%~30% ( 2,463) $ 236,933 |
Overdue 0-180days 181 days or more (Note) $ 5,146 $ 382,392 1%~50% 50%~100% ( 414) ( 382,392) $ 4,732 $ - |
TOTAL |
| 0-180days $ 5,146 1%~50% ( 414) $ 4,732 |
|||
| $ 626,934 | |||
| ( 385,269) |
|||
| $ 241,665 |
December 31, 2023
-26-
| Gross carrying amount Loss(%) Lifetime ECL Carrying amount |
Punctual $ 139,127 0%~30% ( 1,045) $ 138,082 |
Overdue 0-180 days 181 days or more (Note) $ 1,117 $ 385,441 1%~50% 50%~100% ( 61) ( 385,441) $ 1,056 $ - |
TOTAL |
|---|---|---|---|
| 0-180 days $ 1,117 1%~50% ( 61) $ 1,056 |
|||
| $ 525,685 | |||
| ( 386,547) |
|||
| $ 139,138 |
Note 1: The notes receivables of the Company and subsidiaries are not overdue.
Note 2: The receivables aged over 360 days are expected to have a low possibility to recover and accounted 100% of loss allowance consequently.
The loss allowance for other receivables of the Company and subsidiaries are also measured at lifetime ECL. As of 2024 and 2023, the other receivables of the Company and subsidiaries amounting to $380,392 thousand and $379,554 thousand, respectively. In consideration of the counterparty’s credit status, losses of $378,369 thousand and $377,902 thousand have been recognized. The residual does not have significant credit risk.
Information on changes in loss allowances of accounts receivables is as follows:
| Beginning balance Add: impairment loss recognized Less: reversal of impairment loss (actual write-off) Write-off due to uncollectibility in current year Effect of exchange Ending balance |
2024 $ 386,547 4,222 - ( 8,016) 2,516 $ 385,269 |
2023 |
|---|---|---|
| $ 391,827 8,325 ( 1,464) ( 11,864) ( 277) |
||
| $ 386,547 |
The Company and subsidiaries signed a syndicated credit agreement with O-Bank and other 23 creditor banks in 2012, transferring all accounts receivable arising from legitimate business activities with specific counterparties in all transactions to the special account of the creditor banks. Please refer to description of Note 12(4)D.
| 12(4)D. | ||
|---|---|---|
| (3) Inventory Merchandise Inventory Raw Materials Semi-Finished Goods Work in Progress Finished Goods Raw Materials of Outsourced Processing Total Inventories Less: allowances for inventory valuation loss Net Inventories |
December 31, 2024 $ 45,048 396,820 95,249 47,930 57,586 95,977 738,610 ( 388,757) 349,853 |
December 31, 2023 |
| $ 27,581 416,454 104,728 40,525 75,550 94,639 |
||
| 759,477 ( 430,908) |
||
| 328,569 |
-27-
| Inventories in Transit TOTAL |
- $ 349,853 |
- |
|---|---|---|
| $ 328,569 |
Inventories with 100% of impairment losses provided that have been scrapped in 2024 amounted to $34,872 thousand.
Raw materials of outsourced processing are stocked in ZHONGSHAN GUANHONG ELECTRONIC CO.,LTD (GUANHONG Electronics Factory).Costs related to inventories are as follows:
| 2024 Inventory transferred to cost of sales $ 701,478 Inventory Falling Price Loss (Gain from Price Recovery) ( 8,412) TOTAL $ 693,066 (4) Financial Assets at Fair Value through Other Comprehensive December 31, 2024 Investment in Equity Instrument Listed Domestic Stocks $ 351,744 Unlisted Domestic Stocks 152 Total $ 351,896 |
2023 | 2023 |
|---|---|---|
| $ 1,054,846 ( 7,563) |
||
| $ 1,047,283 | ||
| Profit or Loss – Non-current December 31, 2023 |
||
| $ - 175,773 $ 175,773 |
The Company and subsidiaries invest in the common stocks of the above-mentioned companies according to the medium and long-term strategy, and expect to make profits through long-term investment. The management of the Company and subsidiaries believe that if the short-term fair value fluctuations of these investments are listed in profit or loss, it is inconsistent with the aforementioned long-term investment plan, therefore these investments are designated to be measured at fair value through other comprehensive profits and losses.
The Company and subsidiaries invested SGD41,250 (NT$945 thousand) in Powercom Yuraku PTE LTD. acquiring 55% of shareholding for business need. The Company and subsidiaries temporarily lost control of Powercom Yuraku PTE LTD. due to its equity dispute with shareholders in the year ended December 31, 2012 and currently in litigation procedure. Therefore, it was evaluated under the cost method, and the investment credit balance before adoption of the cost method is still listed under other payables.
The unlisted stocks invested by the Company and subsidiaries were approved for dissolution by the authority on June 16, 2021, but the liquidation has not yet been completed; in addition, the investee handled the first liquidation and distribution in October 2021, distributing the Company and subsidiaries 2,494 thousand shares of unlisted stocks. The unlisted stocks were recognized in financial assets at fair value through other comprehensive income – non-current based on the fair value of $39,150 thousand on the date of liquidation and distribution.
The unrealized gains or losses on financial assets at fair value through other comprehensive income – non-current evaluated by fair value for the years ended December 31, 2024 and 2023 were $176,123 thousand and ($1,437) thousand, respectively.
The Company and subsidiaries pledged 1,500 thousand shares of Taiwan Specialty Chemicals Corporation as collateral for loans. Of which, 1,056 thousand shares have been unpledged on June 29, 2023. Please refer to Note 8 for relevant information.
December 31, 2024 December 31, 2023 Land $ 171,536 $ 171,536 -28-
(5) Property, plant and equipment
| Buildings and structures Machinery equipment Molding equipment Transportation equipment Office equipment Other equipment Total |
80,649 6,887 136 6,257 1,994 4,088 $ 271,547 |
82,661 7,733 47 6,811 2,100 5,081 |
|---|---|---|
| $ 275,969 |
The details of changes in the cost, depreciation, and impairment losses of property, plant and equipment are as follows: 2024
| 2024 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Cost Balance as of January 1, 2024 Additions Disposals Exchange effects Balance as of December 31, 2024 Accumulated depreciation and impairment Balance as of January 1, 2024 Additions Disposals Exchange effects Balance as of December 31, 2024 2023 Cost Balance as of January 1, 2023 Additions Disposals Exchange effects Balance as of December 31, 2023 Accumulated depreciation and impairment Balance as of January 1, 2023 Additions Disposals Exchange effects Balance as of December 31, 2023 |
Land $ 171,536 - - - $171,536 Land $ - - - - $ - Land $ 171,536 - - - $171,536 Land $ - - - - $ - |
Buildings and structures $ 147,347 - - 1,987 $149,334 Buildings and structures $ 64,686 3,088 - 911 $ 68,685 Buildings and structures $ 148,600 - - ( 1,253) $147,347 Buildings and structures $ 62,177 3,071 - ( 562) $ 64,686 |
Machinery equipment $ 66,465 231 - 655 $ 67,351 Machinery equipment $ 58,732 1,269 - 463 $ 60,464 Machinery equipment $ 70,725 4,394 ( 8,312) ( 342) $ 66,465 Machinery equipment $ 66,408 801 ( 8,247) ( 230) $ 58,732 |
Molding equipment $ 19,627 216 - - $ 19,843 Molding equipment $ 19,580 127 - - $ 19,707 Molding equipment $ 27,606 22 ( 8,001) - $ 19,627 Molding equipment $ 27,464 117 ( 8,001) - $ 19,580 |
Transportati on equipment $ 10,663 - - 32 $ 10,695 Transportati on equipment $ 3,852 557 - 29 $ 4,438 Transportati on equipment $ 13,478 - ( 2,836) 21 $ 10,663 Transportati on equipment $ 5,407 608 ( 2,175) 12 $ 3,852 |
Office equipment $ 12,893 - ( 4) 300 $ 13,189 Office equipment $ 10,793 138 ( 4) 268 $ 11,195 Office equipment $ 13,925 - ( 855) ( 177) $ 12,893 Office equipment $ 11,627 153 ( 830) ( 157) $ 10,793 |
Other equipment $ 113,360 117 ( 3) 827 $114,301 Other equipment $ 108,279 1,199 ( 3) 738 $110,213 Other equipment $ 114,025 190 ( 333) ( 522) $113,360 Other equipment $ 107,201 1,872 ( 333) ( 461) $108,279 |
Total |
| $ 541,891 564 ( 7) 3,801 |
||||||||
| $ 546,249 | ||||||||
| Total | ||||||||
| $ 265,922 6,378 ( 7) 2,409 |
||||||||
| $ 274,702 | ||||||||
| Total | ||||||||
| $ 559,895 4,606 ( 20,337) ( 2,273) |
||||||||
| $ 541,891 | ||||||||
| Total | ||||||||
| $ 280,284 6,622 ( 19,586) ( 1,398) |
||||||||
| $ 265,922 |
Please refer to Note 8 for the property, plant and equipment pledge as collaterals as of December 31, 2024 and 2023.
The Board of Directors approved to transfer property and other assets to the trust on November 16, 2011, and signed a trust agreement with O-Bank on December 9, 2011, please refer to Note 12(4)B.
-29-
-
(6) Lease transactions - Lessee
-
A. The main objects of the lease by the Company and subsidiaries are land and plants. The lease contract period is 1 to 4 years except for land, which is 40 years. At the end of the lease period, the Company and subsidiaries have no right of first refusal for the leased assets. Partial contracts also provide that the Company and subsidiaries shall not sublease all or part of the leased object without the consent of the lessor.
-
B. Information on the carrying amount, addition and depreciation expenses of the right-of-use assets, and lease liabilities is as follows: a. Carrying amount of leased assets
| right-of-use assets, and lease liabilities is as follows: a. Carrying amount of leased assets |
||
|---|---|---|
| December 31, 2024 December 31, 2023 Land $ 6,847 $ 6,986 Buildings and structures 2,818 8,757 Total $ 9,665 $ 15,743 b. Addition of right-of-use assets 2024 2023 Buildings and structures $ - $ 5,160 c. Depreciation expenses of right-of-use assets recognized 2024 2023 Land $ 383 $ 377 Buildings and structures 5,939 5,798 $ 6,322 $ 6,175 d. Lease liabilities December 31, 2024 December 31, 2023 Current $ 2,240 $ 6,233 Non-current 158 2,398 Total $ 2,398 $ 8,631 |
December 31, 2023 | |
| $ 6,986 8,757 |
||
| $ 15,743 | ||
| 2023 | ||
| $ 5,160 | ||
| $ 377 5,798 |
||
| $ 6,175 | ||
| December 31, 2023 | ||
| $ 6,233 2,398 |
||
| $ 8,631 |
- C. Information on profit or loss items related to lease contracts:
| 2024 Items affecting profit or loss Interest expenses of lease liabilities $ 764 |
2023 |
|---|---|
| $ 1,147 |
-
D. Cash outflows from leasing of the Company and subsidiaries in 2024 and 2023 are $6,997 thousand and $6,906 thousand, respectively.
-
E. The Company and subsidiaries apply the recognition exemption to leases such as buildings that qualify for short-term leases and office equipment that qualify for low-value asset leases, and do not recognize the relevant right-of-use assets and lease liabilities.
(7) Borrowings
A. Short-Term Borrowings
| Borrowings A. Short-Term Borrowings |
||
|---|---|---|
| Bank borrowings | December 31, 2024 $ 62,474 |
December 31, 2023 |
| $ 101,669 |
-30-
| Interest rate interval | 3.50% | 3.50% | |||
|---|---|---|---|---|---|
| B. Short-Term Notes | Payable | ||||
| December 31, 2024 | December 31, 2023 | ||||
| Short-term notes payable | $ | 33,600 | $ | 38,400 | |
| Discount on short-term |
notes | ||||
| payable | - | - | |||
| Short-term notes payable, net | $ | 33,600 | $ | 38,400 | |
| Interest rate interval | 2.9458%~3.2176% | 2.8538%~3.0300% | |||
| Period | 2024.01.15~2025.01.15 | 2023.01.16~2024.01.15 | |||
| C. Long-Term Borrowings |
| Interest rate interval 3.50% B. Short-Term Notes Payable December 31, 2024 Short-term notes payable $ 33,600 Discount on short-term notes payable - Short-term notes payable, net $ 33,600 Interest rate interval 2.9458%~3.2176% Period 2024.01.15~2025.01.15 C. Long-Term Borrowings |
Interest rate interval 3.50% B. Short-Term Notes Payable December 31, 2024 Short-term notes payable $ 33,600 Discount on short-term notes payable - Short-term notes payable, net $ 33,600 Interest rate interval 2.9458%~3.2176% Period 2024.01.15~2025.01.15 C. Long-Term Borrowings |
Interest rate interval 3.50% B. Short-Term Notes Payable December 31, 2024 Short-term notes payable $ 33,600 Discount on short-term notes payable - Short-term notes payable, net $ 33,600 Interest rate interval 2.9458%~3.2176% Period 2024.01.15~2025.01.15 C. Long-Term Borrowings |
Interest rate interval 3.50% B. Short-Term Notes Payable December 31, 2024 Short-term notes payable $ 33,600 Discount on short-term notes payable - Short-term notes payable, net $ 33,600 Interest rate interval 2.9458%~3.2176% Period 2024.01.15~2025.01.15 C. Long-Term Borrowings |
3.50% | 3.50% | 3.50% |
|---|---|---|---|---|---|---|
| December 31, 2023 | ||||||
| $ 38,400 - |
||||||
| $ 38,400 | ||||||
| 2.8538%~3.0300% | ||||||
| 2023.01.16~2024.01.15 | ||||||
| Creditor Loanperiod Shanghai Commercial & Savings Bank OBU 2012.4.20~2025.4.20 O-Bank 2012.4.20~2025.4.20 Land Bank of Taiwan 2012.4.20~2025.4.20 E.SUN Bank 2012.4.20~2025.4.20 Taiwan Cooperative Bank 2012.4.20~2025.4.20 First Bank 2012.4.20~2025.4.20 Hua Nan Bank 2012.4.20~2025.4.20 Chang Hwa Bank 2012.4.20~2025.4.20 Bank of Taiwan 2012.4.20~2025.4.20 EnTie Bank 2012.4.20~2025.4.20 Yuanta Bank 2012.4.20~2025.4.20 Sunny Bank 2012.4.20~2025.4.20 Mega Bank 2012.4.20~2025.4.20 Taishin Bank 2012.4.20~2025.4.20 KGI Bank 2012.4.20~2025.4.20 Taichung Bank 2012.4.20~2025.4.20 Union Bank of Taiwan 2012.4.20~2025.4.20 Total Less: long-term borrowings due within o one operating cycle Net amount |
Loanperiod | December 31, 2024 Interest rate Amount 6.11% $ 36,353 3.57% 26,317 3.57% 9,585 3.57% 13,159 3.57% 25,791 3.57% $ 5,264 3.57% 1,085 3.57% 30,009 3.57% 4,211 3.57% 4,975 3.57% 12,405 3.57% 22,023 3.57% 12,830 3.57% 6,297 3.57% 22,382 3.57% 26,317 3.57% 7,634 $ 266,637 ne year or ( 274,270) $ - |
December 31, 2023 | |||
| Interest rate |
Interest rate |
Amount | ||||
| 6.11% 3.57% 3.57% 3.57% 3.57% 3.57% 3.57% 3.57% 3.57% 3.57% 3.57% 3.57% 3.57% 3.57% 3.57% 3.57% 3.57% ne year or |
7.29% 3.38% 3.38% 3.38% 3.38% 3.38% 3.38% 3.38% 3.38% 3.38% 3.38% 3.38% 3.38% 3.38% 3.38% 3.38% 3.38% |
$ 35,327 27,307 9,946 13,654 26,761 $ 5,461 1,126 31,137 4,369 5,162 12,872 22,851 13,312 6,534 23,223 27,307 7,921 |
||||
| $ 274,270 ( 266,637) |
||||||
| $ - |
edit agreement with O-Bank and 23 other banks, please refer to description of Note 12(4)D.
(8) Current provisions
| Note 12(4)D. Current provisions |
||
|---|---|---|
| Provisions for employee benefits Provisions for legal claims Total |
December 31, 2024 $ 1,182 75,066 $ 76,248 |
December 31, 2023 |
| $ 1,234 75,066 |
||
| $ 76,300 |
-31-
Estimated provisions for the Company and subsidiaries due to legal proceedings, please refer to Note 12(4)A.
-
(9) Pensions
-
A. Defined contribution plans
- The plan under the Labor Pension Act is deemed a defined contribution plan. Pursuant to the Labor Pension Act, the Company and subsidiaries have made monthly contributions no less than 6% of each employee’s monthly salary to employees’ pension accounts. Accordingly, the contributions recognized as expenses in the consolidated statements of comprehensive income amounted to $5,492 thousand and $5,698 thousand for the years ended December 31, 2024 and 2023, respectively.
-
B. Defined benefit plans
- The Company and subsidiaries have defined benefit plans under the Labor Standards Law that provide benefits based on an employee’s length of service and average monthly salary for the six-month period prior to retirement. The Company and subsidiaries contribute an amount equal to 2% of salaries paid each month to their respective pension funds, which are administered by the Labor Pension Fund Supervisory Committee and deposited in the Committee’s name in the Bank of Taiwan. The Funds are operated separately from the Company and subsidiaries, therefore not included in the consolidated financial statements.
The most recent actuarial valuation of the current value of planned assets and defined benefit plans was performed on December 31, 2024. The present value of a defined benefit obligation and related current and previous service costs are measured by the projected unit credit method.
- a. Key assumptions of actuarial valuation were as follows:
| Date of valuation Discount rate Expected increase rate of salary |
December 31, 2024 1.500% 2.000% |
December 31, 2023 1.250% 2.000% |
|---|---|---|
- b. The amounts recognized in respect of these defined benefit plans were as follows:
| follows: | |||||
|---|---|---|---|---|---|
| 2024 | 2023 | ||||
| Financial cost | $ | 391 | $ | 471 | |
| Expected return on plan assets | ( | 371) | ( | 341) | |
| Total | $ | 20 | $ | 130 | |
| c. The amount included in the balance sheet of the Company and subsidiaries’ |
|||||
| obligations arising from the defined benefit plans were listed as follows: | |||||
| 2024 | 2023 | ||||
| Current value of |
partial | ||||
| appropriation of defined benefit | |||||
| obligation | ($ | 27,411) | ($ | 31,269) | |
| Fair value of plan assets | 28,868 | 27,109 | |||
| Appropriation status | 1,457 | ( | 4,160) | ||
| Unrecognized previous |
service | ||||
| cost | - | - | |||
| Net assets (liabilities) of | defined | ||||
| benefit obligation | $ | 1,457 | ($ | 4,160) |
-32-
- d. Changes in the present value of a defined benefit obligation were listed as follows:
| follows: | |||||||
|---|---|---|---|---|---|---|---|
| 2024 | 2023 | ||||||
| Defined benefit obligation |
on | ||||||
| January 1 | ($ | 31,269) | ($ | 36,490) | |||
| Financial cost | ( | 391) | ( | 471) | |||
| Remeasurements of net liabilities (assets) of defined | |||||||
| benefit | |||||||
-Actuarial gain or loss arising |
|||||||
| from experience |
|||||||
| adjustments | 726 | 1,086 | |||||
-Actuarial gain or loss arising |
|||||||
| from changes in financial | |||||||
| assumptions | 628 | ( | 379) | ||||
| Benefits paid | 2,895 | 4,985 | |||||
| Defined benefit obligation |
on | ||||||
| December 31 | ($ | 27,411) | ($ | 31,269) | |||
| e. Changes on fair value of plan assets were listed as follows: |
|||||||
| 2024 | 2023 | ||||||
| Fair value of plan assets | on | ||||||
| January 1 | $ | 27,109 | $ | 24,174 | |||
| Expected return on plan assets | 371 | 341 | |||||
| Remeasurements | 2,367 | 189 | |||||
| Contributions from employer | 1,916 | 7,390 | |||||
| Benefits paid | ( | 2,895) | ( | 4,985) | |||
| Fair value of plan assets | on | ||||||
| December 31 | $ | 28,868 | $ | 27,109 | |||
| f. The percentage of fair value |
of the | plan assets at the | end of | reporting | |||
| period was as follows: | |||||||
| December 31, 2024 | December 31, 2023 | ||||||
| Cash (special account in Bank | of | ||||||
| Taiwan) | 100% | 100% |
-
f. The percentage of fair value of the plan assets at the end of reporting period was as follows:
-
g. The amount of pension expenses related to the defined benefit plans recognized in the consolidated statements of comprehensive income for the years ended December 31, 2024 and 2023, were calculated based on the actuarial assumptions on December 31, 2024 and 2023, respectively, and the amounts are $20 thousand and $130 thousand respectively; the accumulated remeasurement amounts of the defined benefit plans recognized in other comprehensive income were $3,721 thousand and $896 respectively.
-
h. When calculating the current value of defined benefit obligations, the Company and subsidiaries shall use judgment and estimate relevant actuarial assumptions on balance sheet date, including discount rate and expected changes on salary. Any change on actuarial assumptions could have significant influence on the amount of the Company’s defined benefit obligations.
-
i. As of December 31, 2024, the Company’s carrying amount of net defined benefit liability was $27,411 thousand. If the discount rate adopted increases or decreases by 0.25%, net defined benefit liabilities recognized
-33-
would decrease by $608 thousand or increase by $628 thousand, respectively. If the expected increase rate on salary increases or decreases by 0.25%, the accrued pension liabilities recognized would increase by $614 thousand or decrease by $597 thousand, respectively.
| (10) Equity Authorized capital Share capital Capital surplus Total share capital and capital surplus |
December 31, 2024 $ 2,500,000 $ 389,756 - $ 389,756 |
December 31, 2023 |
|---|---|---|
| $ 2,500,000 | ||
| $ 389,756 - |
||
| $ 389,756 |
-
A. As of December 31, 2024 and 2023, the authorized number of shares was 250,000 thousand. A holder of issued common shares with a par value of $10 per share is entitled to vote and to receive dividends.
-
(11) Retained Earnings and Dividends Policies
-
According to the Articles of Incorporation, if there are earnings in annual accounts, the Company and subsidiaries shall pay taxes and dues, cover losses and then set aside 10% as legal reserve and set aside or reverse special reserve in accordance with related laws. If there are earnings remained and accumulated undistributed retained earnings from the previous year, the distribution or reservation shall be conducted in accordance with a resolution passed during shareholders’ meeting.
-
According to the current Articles of Incorporation, if there is remained after retaining to cover accumulated losses from pre-tax current income deduct the income before distributing employees’, directors’ and supervisors’ compensation, the Company and subsidiaries shall allocate no less than 5% for employees’ compensation and no higher than 2% for directors’ and supervisors’ compensation. Determination on the Company’s distribution rate of employees’, directors’ and supervisors’ compensation, and the employees’ compensation distributing in cash or stock are made by a resolution adopted by a majority vote at a meeting of board of directors attended by two-thirds of the total number of directors. Employees’ compensation distributed to employees of affiliated companies who meet certain conditions in cash or stock are included. Estimation basis and actual distribution of employees’, directors’ and supervisors’ compensation, please refer to Note 6(13)E.
The Company has resolved to approve the proposal for offsetting losses of 2023 and 2022 on June 26, 2024 and June 26, 2023.
The information about the distribution proposal approved by the board of directors and earnings distribution resolved by the shareholders meeting is available at the Market Observation Post System website of TWSE.
- (12) Revenue
| ) Revenue |
||
|---|---|---|
| Revenue from contracts with customers Revenue from sale of goods Revenue from maintenance |
2024 $ 869,679 12,812 |
2023 |
| $ 1,314,904 12,037 |
-34-
Total
$ 882,491 $ 1,326,941
| Total $ 882,491 |
Total $ 882,491 |
Total $ 882,491 |
Total $ 882,491 |
$ | 1,326,941 |
|---|---|---|---|---|---|
| (13) Net Profit (Loss) from Continuing Operations |
|||||
| Items included in net profit (loss) of continuing operations | were as follows: | ||||
| A. Other Revenue | |||||
| 2024 | 2023 | ||||
| Interest income | $ | 3,468 | $ | 2,282 | |
| Rent income | 1,493 | 1,341 | |||
| Dividend income | 2,025 | 1,377 | |||
| Other revenue - others | 32,749 | 5,798 | |||
| Total | $ | 39,735 | $ | 10,798 | |
| B. Other gains and losses | |||||
| 2024 | 2023 | ||||
| Exchange gains (losses) | $ | 23,065 | $ | 28,541 | |
| Gains (losses) on disposals | of | ||||
| property, plant and equipment | - | ( | 559) | ||
| Losses on compensation |
of | ||||
| litigations | - | ( | 58,689) | ||
| Other losses | ( | 8) | ( | 4,526) | |
| Total | $ | 23,057 | ($ | 35,233) | |
| C. Financial Costs | |||||
| 2024 | 2023 | ||||
| Bank loan interest | $ | 15,988 | $ | 16,593 | |
| Lease liability interest | 764 | 1,147 | |||
| $ | 16,752 | $ | 17,740 | ||
| D. Depreciation and Amortization | |||||
| 2024 | 2023 | ||||
| Property, plant and equipment | $ | 6,378 | $ | 6,622 | |
| Right-of-use assets | 6,322 | 6,175 | |||
| Intangible assets | 89 | 81 | |||
| Total | $ | 12,789 | $ | 12,878 | |
| 2024 | 2023 | ||||
| Summary of depreciation |
and | ||||
| amortization by function | |||||
| Operating costs | $ | 9,504 | $ | 9,071 | |
| Operating expenses | 3,285 | 3,807 | |||
| Total | $ | 12,789 | $ | 12,878 | |
| E. Employee Benefit Expenses | |||||
| 2024 | 2023 | ||||
| Short-term employee benefits | |||||
| Salary and Wages | $ | 147,739 | $ | 179,647 | |
| Insurance expenses | 17,902 | 22,136 | |||
| Subtotal | 165,641 | 201,783 | |||
| Pensions | |||||
| Defined contribution plans | 5,492 | 5,698 | |||
| Defined benefit plans | 20 | 130 | |||
| Subtotal | 5,512 | 5,828 |
-35-
| Defined benefit plans Subtotal Others Total Summary of employee benefit expenses by function Operating costs Operating expenses Total |
20 5,512 6,829 $ 177,982 2024 $ 76,134 101,848 $ 177,982 |
130 |
|---|---|---|
| 5,828 | ||
| 6,070 | ||
| $ 213,681 | ||
| 2023 | ||
| $ 103,656 110,025 |
||
| $ 213,681 |
According to current Articles of Incorporation, the Company and subsidiaries allocate the pre-tax income before deducting the distribution of employees’, directors’ and supervisors’ compensation in the current year at no less than 5% for employees’ compensation and no higher than 2% for directors’ and supervisors’ compensation.
If there are changes after the issue date of annual consolidated financial statements, the Company shall treat them as changes in accounting estimates, and adjust and record in the next year.
As the Company and subsidiaries have no earnings after covering the accumulated deficit in 2024 and 2023, employees’, directors’ and supervisors’ compensation was not accrued.
For the Company and subsidiaries’ employees’, directors’ and supervisors’ compensation, please refer to the MOPS.
(14) Income Tax
- A. The main items of income tax expense (benefit) recognized in gains or losses were as follows:
| were as follows: | ||
|---|---|---|
| Current income tax Charge for the current period Deferred income tax Origination and reversal of temporary difference Total B. Income tax recognized in Exchange differences resulting from translating the financial statements of foreign operations Unrealized gain or loss on financial assets at fair value through other comprehensive income Premeasurement of defined benefit plans TOTAL |
2024 2023 $ 7,785 $ 7,503 154 1,373 $ 7,939 $ 8,876 other comprehensive income 2024 2023 $ - $ - - - - - $ - $ - |
2023 |
| $ 7,503 1,373 |
||
| $ 8,876 | ||
| $ - - - |
||
| $ - |
C. Changes in deferred tax assets and liabilities recognized are as follows:
-36-
| Temporary differences Deferred tax assets: Losses on bad debts Inventory valuation losses Unrealized losses on exchange Loss carryforwards Others Subtotal Deferred tax liabilities: Unrealized losses on exchange Subtotal Total Temporary differences Deferred tax assets: Losses on bad debts Inventory valuation losses Unrealized losses on exchange Loss carryforwards Others Subtotal Deferred tax liabilities: |
2024 | |||
|---|---|---|---|---|
| January 1 $ 6,413 1,371 293 8,620 1,540 $ 18,237 ($ 53) ($ 53) $ 18,184 |
Recognized in profit or loss $ 651 - 1,183 ( 540) ( 1,193) $ 101 ($ 255) ($ 255) ($ 154) 2023 |
Recogn ized in other compre hensive income $ - - - - - $ - $ - $ - $ - |
December 31 | |
| $ 7,064 1,371 1,476 8,080 347 |
||||
| $ 18,338 | ||||
| ($ 308) | ||||
| ($ 308) | ||||
| $ 18,030 | ||||
| January 1 $ 6,245 2,158 2,160 7,489 1,551 $ 19,603 |
Recognized in profit or loss $ 168 ( 787) ( 1,867) 1,131 ( 11) ($ 1,366) |
Recogn ized in other compre hensive income $ - - - - - $ - |
December 31 | |
| $ 6,413 1,371 293 8,620 1,540 |
||||
| $ 18,237 | ||||
-37-
| Unrealized losses on exchange Subtotal Total |
($ 46) ($ 46) $ 19,557 |
($ 7) ($ 7) ($ 1,373) |
$ - $ - $ - |
($ 53) |
|---|---|---|---|---|
| ($ 53) | ||||
| $ 18,184 |
-
D. Taxation losses were under the Income Tax Act, made on net income after deduction of losses incurred in the preceding 10 years as verified and determined by the local collection authority-in-charge. These items were not recognized in deferred income tax assets because the Company and subsidiaries were unlikely to have sufficient taxable income available for temporary difference in the future.
-
E. As of December 31, 2024, the due and amount of tax loss not yet recognized in deferred income tax assets by the Company and its domestic subsidiaries were as follows:
| As of December 31, 2024, the due deferred income tax assets by the as follows: |
and amount of tax loss no Company and its domesti |
|---|---|
| Last deductible year | Undeducted Balance |
| 2025 2026 2027 2028 2029 2030 2031 2034 Total |
$ 100,801 78,916 9,647 43,258 139,792 174,464 54,956 15,891 |
| $ 617,725 |
- F. As of December 31, 2024, the income tax assessment situation of the Company and subsidiaries was as follows
| POWERCOM CO.,LTD. OPTI INTERNATIONAL CORPORATION |
Year of Approvement |
|---|---|
| 2022 2022 |
-
(15) Earnings (Losses) Per Share
-
A. Basic earnings (losses) per share
| POWERCOM CO.,LTD. 2022 OPTI INTERNATIONAL CORPORATION 2022 ) Earnings (Losses) Per Share A. Basic earnings (losses) per share |
|
|---|---|
| 2024 Net income (loss) in thousand dollars $ 37,185 Weighted average number of ordinary shares for calculating basic earnings per share 38,976 thousand shares Basic earnings (losses) per share $ 0.95 B. Diluted earnings (losses) per share 2024 Net income (loss) in thousand dollars $ 37,185 Weighted average number of 38,976 thousand shares |
2023 |
| ($ 4,822) | |
| 38,976 thousand shares | |
| ($ 0.12) | |
| 2023 | |
| ($ 4,822) | |
| 38,976 thousand shares |
-38-
ordinary shares for calculating basic earnings per share Diluted earnings (losses) per share $ 0.95 ($ 0.12)
7. Related Party Transactions
Transactions between the Company and subsidiaries and related parties were as follows:
(1) Name and relationship with the Company and subsidiaries of related party Name of related party (in Relationship with the Company and abbreviation) subsidiaries Powercom Yuraku PTE LTD. Associates Powercom Yuraku SA. Ltd Associates YUR POWER Ⅰ ~ Ⅸ Associates CHANG,FONG-HAO Other related parties (Chairperson of the Company’s subsidiary) YANG,SHU-YAN Other related parties JHANG,ZAI-FU Other related parties Hui Ming Energy Technology Co., Other related parties Ltd.
(2) Compensation of directors, supervisors, and main management
| 2024 Short-term employee benefits $ 2,880 Related party significant transactions A. Other receivables December 31, 2024 Associates $ 378,369 Less: Allowance for bad debts ( 378,369) Net $ - B. Other payables December 31, 2024 Associates $ 5,232 C. Other related party transaction a. Refundable deposits December 31, 2024 Other related parties $ 1,088 b. Rental expenses 2024 Other related parties $ 4,339 c. Financing: refer to Table 1. |
2023 |
|---|---|
| $ 2,402 | |
| December 31, 2023 | |
| $ 355,324 ( 355,324) |
|
| $ - | |
| December 31, 2023 | |
| $ 5,232 | |
| December 31, 2023 | |
| $ 1,088 | |
| 2023 | |
| $ 4,339 | |
(3) Related party significant transactions
d. Endorsements/guarantees provided between related parties: refer to Table 2.
- e. Others:
-39-
The former Chairman of the Company and the chairman subsidiary, CHANG,FONG-HAO, used the privately owned premises as collateral for the loan from O-Bank until December 31, 2024.
8. Pledged Assets
The Company and subsidiaries have assets provided as either guaranteed or subject to restrictions:
| trictions: | |||
|---|---|---|---|
| Checking and savings (recognized in other financial assets) Property, plant, and equipment Right-of-use assets Non-current financial assets at fair value through other comprehensive income Total |
December 31, 2024 |
December 31, 2023 |
Note |
| $ 2,184 252,185 6,847 77,337 |
$ 1,208 254,197 6,986 38,553 |
Note 1 Note 2, 3 Note 3 Note 4, 5 |
|
| $ 338,553 | $ 300,944 |
-
Note 1: The pledged demand deposits in NTD and foreign currency demand deposits in US dollars were guarantees for the syndicated loans.
-
Note 2: The Company provided land and buildings of plants on Liancheng Road and Jian 1st Road, Zhonghe District, New Taipei City as guarantees for loans.
-
Note 3: The subsidiary, ZHONGSHAN GUANHONG ELECTRONIC CO.,LTD, provided land and buildings as guarantees for loans.
-
Note 4: The Company and subsidiaries provided 444 thousand shares of Taiwan Specialty Chemicals Corporation as guarantees for syndicated loans.
-
Note 5: The Company and subsidiaries provided 1,056 thousand shares of Taiwan Specialty Chemicals Corporation as guarantee for other notes payables. The shares have been unpledged on June 29, 2023.
-
Note 6: The Company provided 8,610 thousand shares of POWERCOM AMERICA INC., and 1,200 thousand shares of OPTI INTERNATIONAL CORPORATION as guarantees for syndicated loans.
9. Significant Unrecognized Commitments
-
(1) As of December 31, 2024 and 2023, the Company and subsidiaries signed short-term lease contract as lessee. According to the contract, the total rent payable in the future years would be $4,086 thousand and $5,878 thousand, respectively. Issued and not yet cashed notes were $1,276 thousand and $3,859 thousand, respectively.
-
(2) The former Chairperson of the Company promised to use future salary to offset the unpaid amount of joint and several liability shared with the Company, refer to Note 12(4) C.
10. Significant Disaster Loss: None.
- Significant Subsequent Events: None.
12. Others
-
(1) Financial Instruments
-
A. Types of financial instruments
December 31, 2024
December 31, 2023
Financial assets
-40-
| Cash and cash equivalents Receivables and other receivables Other financial assets – current Financial assets at fair value through other comprehensive income – non-current Other financial assets – non-current Refundable deposits Financial liabilities Short-term borrowings Short-term notes payables Notes and accounts payables Other payables (including dividends) Long-term borrowings (including current portion) Lease liabilities Guaranteed deposits received |
December 31, 2024 $ 278,976 255,162 1,776 $ 351,896 1,700 20,461 62,474 33,600 242,429 228,268 266,637 2,398 59 |
December 31, 2023 |
|---|---|---|
| $ 259,373 158,881 1,776 $ 175,773 724 20,448 101,669 38,400 117,028 218,944 274,270 8,631 57 |
-
B. Fair value of financial instruments
-
a. Fair value of financial assets measured at amortized cost The Company and subsidiaries are of the opinion that the carrying amount of financial assets and financial liabilities measured at amortized cost in the consolidated financial statements, are reasonably approach to their fair values.
-
b. Fair value measurement recognized in the consolidated balance sheet The analysis of financial instruments measured by fair value after original recognition. The measurement grouped into Levels 1 to 3 based on the degree to which the fair value is observable:
-
(a)Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities;
-
(b)Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
-
(c)Level 3 fair value measurements are those inputs for the asset or liability that are unobservable.
-
December 31, 2024
| Level 1 Non-current financial assets measured at fair value through other comprehensive income Listed Domestic Stocks - equity investment $ 351,744 |
Level 1 | Level 2 | Level 3 | Total |
|---|---|---|---|---|
| $ - | $ - | $ 351,744 |
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| Unlisted Domestic Stocks - equity investment Total |
- | - | 152 152 |
|---|---|---|---|
| $ 351,744 | $ - | $ 152 $ 351,896 |
| Level 1 Non-current financial assets measured at fair value through other comprehensive income Unlisted Domestic Stocks - equity investment $ - |
December 31, 2023 | December 31, 2023 | ||
|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | Total $ 175,773 |
|
| $ - | $ 175,773 | |||
Unlisted Domestic Stocks - equity investment |
-
c. Quantitative information for fair value measurement of significant unobservable inputs (level 3):
-
The Company’s fair value measurement classified as level 3 including mainly financial assets measured at fair value through other comprehensive profit and loss - equity securities investment. The Company’s fair values classified as level 3 with only a single significant unobservable input, and only equity instrument investments lack of marketability had multiple significant unobservable inputs. Significant unobservable inputs of equity instrument investment lack of marketability were independent of each other, there was no interrelationship consequently. The quantitative information list of significant unobservable input values was as follows:
| Item | Fair value on 2024.12.31 $ 351,744 152 Fair value on 2023.12.31 $ 175,621 152 |
Valuation technique | Significant unobservable inputs |
Relationship between significant unobservable inputs andfairvalue |
|---|---|---|---|---|
| Listed stock Unlisted stock Item |
The average transaction price of the non-active market on the last day of the end of the reporting period Asset-based approach and public company comparable market approach Valuation technique |
N/A‧Discountfor lack of marketability (10%~30%) ‧Discountfor lack of marketability (20.06%) Significant unobservable inputs |
N/A •The higher equity multiplier, the higher fair value •The more discount for lack of marketability, the lower fair value Relationship between significant unobservable inputs andfairvalue |
|
| Emerging market stock Unlisted stock |
The average transaction price of the non-active market on the last day of the end of the reporting period Asset-based approach and public company comparable market approach |
N/A‧Discountfor lack of marketability (10%~30%) ‧Discountfor lack of marketability (20.06%) |
N/A •The higher equity multiplier, the higher fair value •The more discount for lack of marketability, the lower fair value |
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- d. The Company’s financial instruments classified as level 3 fair value adopted third-party pricing information for the fair value. Since the unobservable input determining the fair value was not established by the company when measuring the fair value, its quantitative information and sensitivity analysis were not intended to be disclosed.
- e. For the year ended December 31, 2024, as the emerging market stocks invested by the Company and subsidiaries were approved to be traded in TPEx by the competent authorities on September 20, 2024, the fair value hierarchy was transferred from level 3 to level 1. For the year ended December 31, 2023, there was no transfer of fair value hierarchy.
-
(2) Purpose of Financial Risk Management The financial risk management and risk management objectives of the Company and subsidiaries were to manage financial risks related to operating activities, including market risk (including exchange rate risk, interest rate risk and other price risks), credit risk and liquidity risk. In order to reduce related financial risks, the Company and subsidiaries were committed to identifying, assessing and avoiding market uncertainties, so as to reduce the potential adverse impact of market changes on the Company’s financial performance. The Board of Directors of the Company and subsidiaries supervise how the management controls the Company and subsidiaries’ compliance to financial risk management policies and procedures, and review the appropriateness of the Company and subsidiaries’ financial risk management framework related to the facing risks. Internal auditors assist the Board of Directors of the Company and subsidiaries to supervise. These personnel conduct regular and exceptional review of financial risk management controls and procedures, and report the results of review to the Board of Directors.
-
A. Market risk
-
Market risk refers to the risk that the Company and subsidiaries’ income or the value of financial instruments be affected by changes in market prices, such as changes in exchange rates and interest rates. The goal of market risk management is to control the exposure to market risks within a tolerable range and to optimize investment returns. The Company and subsidiaries were mainly exposed to market risks such as changes in foreign currency exchange rates and interest rates, and used certain derivative to manage related risks. As of the end of 2024, there was no change in the risk exposure, management and measurement methods related to financial instrument market risks.
-
a. Risk of foreign currency exchange rate The Company and subsidiaries’ operating activities and the net investment of foreign operation were mainly traded in foreign currencies, generating exchange rate risks. The strategy of exchange rate risk management was to review net positions of assets and liabilities in various currencies on a regular basis, and carry out risk management on the net positions. In order to avoid the decrease in the value of foreign currency assets and fluctuations in future cash flows due to exchange rate changes, selection of hedging instrument for exchange rate risks was based on the cost and the period of hedging. The short-term borrowings and the short-term bills payable of the Company and subsidiaries, would generate no significant risk of interest rate changes due to the short transaction period. The long-term borrowings of the Company and
-
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subsidiaries were regularly evaluated for the trend of interest rate changes to response timely to reduce the impact of interest rate changes on future cash flows. The Company and subsidiaries expected to have no significant risk of market interest rate changes. The details of foreign currency assets and liabilities of the Company and subsidiaries with significant impact on the financial statements were as follows: December 31, 2024
| December 31, 2024 | 024 | ||
|---|---|---|---|
| Foreign currency (thousand dollars) Financial assets monetary items USD: NTD $ 10,824 EUR: NTD 47 December 31, 2023 Foreign currency (thousand dollars) Financial assets monetary items USD: NTD $ 9,557 EUR: NTD 85 |
Foreign currency (thousand dollars) |
Exchangerate | Carrying amount (thousands ofNTD) |
| 32.785 34.140 Exchangerate |
$ 354,865 1,605 Carrying amount (thousands ofNTD) |
||
| $ 9,557 85 |
30.705 33.980 |
$ 293,448 2,888 |
|
The foreign currency exchange gains (losses) of the Company and subsidiaries in 2024 and 2023 were $23,065 thousand and $28,541 thousand respectively. Due to the variety of foreign currency transactions, it was impossible to disclose the exchange gains and losses other than foreign currencies with significant influence.
The sensitivity analysis of exchange rate risk was as follows:
| Functional currency in contrast Appreciation by 10% Net gains (losses) after tax |
Effect on USD: NTD 2024.12.31 2023.12.31 $ 28,389 $ 23,476 |
Effect on USD: NTD 2024.12.31 2023.12.31 $ 28,389 $ 23,476 |
Effect on EUR: NTD | Effect on EUR: NTD | ||
|---|---|---|---|---|---|---|
| 2024.12.31 | 2024.12.31 | 2023.12.31 | ||||
| $ 28,389 | $ 128 | $ 231 |
b. Interest rate risk
Interest rate risk refers to the risk of changes in the fair value of financial instruments due to changes in market interest rates. The long-term and short-term borrowings of the Company and subsidiaries were at both fixed and floating interest rates, therefore changes in market interest rates would generate fair value change risks and cash flow risks. The Company and subsidiaries’ policy was to ensure the risk of exposure to changes in loan interest rates were assessed according to the international economic situation and market interest rate trends, then select floating or fixed interest rates to avoid the risk of interest rate changes.
The sensitivity analysis on interest rate risk was determined based on the interest rate exposure of derivative and non-derivative instruments at the end of the reporting period. For floating rate liabilities, the analysis was based on the assumption that the amount of the liability outstanding at the end of the reporting period was outstanding for the entire year. The rate of change used by the Company and subsidiaries when reporting interest rates to key management internally was an increase or decrease by 0.25%, which also represents management’s assessment of the range of reasonably possible changes in interest rates. If the interest rate increases or decreases by 0.25%, and other variables remain unchanged, the net profit of the Company and subsidiaries in 2024 and 2023 would (decrease) increase by ($164) thousand and ($308) thousand, respectively, mainly due to the Company and subsidiaries’ long-term investments at floating interest rates.
B. Credit risk management
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Credit risk refers to the risk that the Company and subsidiaries’ counterparty or third-party default on its contractual obligations resulting in financial losses to the Company and subsidiaries, and the evaluation object is the contract with positive fair value on the balance sheet date. As of December 31, 2024 and 2023, the most significant credit risk exposure that the Company and subsidiaries could cause financial losses due to the counterparty’s default on its contractual obligations mainly came of the receivables generated from operation. The Company and subsidiaries manage credit risk related to operations and financial credit risk separately.
-
a. Credit risk related to operations
-
In order to maintain the quality of receivables, the Company and subsidiaries have established credit risk management procedures related to operations. For the credit risk of individual clients, assessment is mainly based on clients’ financial status, historical transaction records, internal credit ratings of the Company and subsidiaries, ratings of credit rating agencies and current economic conditions, etc., and many factors that may affect the clients’ payment ability. The Company and subsidiaries also timely use certain credit enhancement tools, such as advance payment and credit insurance, to reduce the credit risk of specific clients.
-
As of December 31, 2024 and 2023, the accounts receivable balance of the top ten clients accounted for 85.36% and 79.67% of the account receivable balance of the Company and subsidiaries respectively. The credit of the remaining accounts receivable was concentrated and the risks were relatively insignificant.
-
-
b. Financial credit risk The credit risk of the Company and subsidiaries engaging in financial asset investment was measured and monitored by the financial department of the Company and subsidiaries. Since the transaction counterparty were all financial institutions, corporations and government with good credit, no significant credit risk was expected. The Company and subsidiaries did not hold any collateral or other credit enhancement tools to avoid the credit risk of financial assets.
-
C. Liquidity risk management
-
The management objective of the liquidity risk of the Company and subsidiaries was to maintain the cash and cash equivalents required for operations, and sufficient bank financing for securities with high liquidity, so as to ensure that the Company and subsidiaries have sufficient financial flexibility and mitigate the impact of cash flow fluctuations. The management of the Company and subsidiaries supervised the use of bank financing commitments and ensured the compliance with the terms of loan contract. As of December 31, 2024 and 2023, the unused short-term bank financing commitments of the Company and subsidiaries were both $0 thousand.
The Company and subsidiaries invested in domestic and foreign listed companies with active markets, therefore expected to have relatively significant liquidity risks.
The following table is an analysis of the remaining contractual maturity of financial liabilities during the agreed repayment period based on the earliest possible repayment date of the Company and subsidiaries, and is prepared based on the undiscounted cash flow of financial liabilities:
| Non-derivative financial liabilities Bank borrowings and short-term notes and bills payables Notes and accounts payables Dividends payables Other payables Lease liabilities Guaranteed deposits received |
December 31, 2024 | December 31, 2024 | |||
|---|---|---|---|---|---|
| Carrying amount |
Less than 3 months |
3 months -1 year |
1-5 years | More than 5 years |
|
| $ 362,711 242,429 175,053 53,215 2,398 59 |
$ 3,365 98,554 - 17,860 1,569 - |
$ 359,346 138,258 - 29,818 671 14 |
$ - 5,617 - 305 158 45 |
$ - - 175,053 5,232 - - |
|
| Total Non-derivative financial liabilities Bank borrowings and short-term notes and bills payables Notes and accounts payables Dividends payables Other payables Lease liabilities Guaranteed deposits received Total |
$ 835,865 | $ 121,348 | $ 528,107 | $ 6,125 | $ 180,285 |
|---|---|---|---|---|---|
| Carrying amount |
Less than 3 months |
3 months -1 year |
1-5 years | More than 5 years |
|
| $ 414,339 117,028 175,053 43,891 8,631 57 |
$ 3,365 3,684 - 22,034 1,467 - |
$ 410,974 37,306 - 16,099 4,766 13 |
$ 76,038 - 526 2,398 44 |
$ - - 175,053 5,232 - - |
|
| $ 758,999 | $ 30,550 | $ 469,158 | $ 79,006 | $ 180,285 |
-
(3) Capital management
-
The capital management objectives of the Company and subsidiaries were to ensure the ability to continue operations, and to meet the needs of working capital, capital expenditures, research and development expenses, debt expenses and dividend expenses in the next 12 months, and to maintain an optimal capital structure to reduce capital costs. In order to maintain or adjust the capital structure, the Company and subsidiaries may adjust the dividends paid to shareholders, issue new shares or sell assets to liquidate liabilities.
-
The Company and subsidiaries monitored capital through regular review of debt ratios. The debt ratios of the Company and subsidiaries were as follows:
| Total Liabilities Total Assets Debt Burden Ratio |
December 31, 2024 $ 982,372 $ 1,587,711 61.87% |
December 31, 2023 |
|---|---|---|
| $ 887,957 | ||
| $ 1,282,398 | ||
| 69.24% |
(4) Others
- A. Securities and Futures Investors Protection Center, according to indictment of Taiwan New Taipei District Prosecutors Office and judgment of Taiwan New Taipei District Court indicating the Company was involved in financial statement fraud, claimed the Company, former Chairperson CHANG,FONG-HAO and all directors and supervisors were jointly and severally liable for compensation and requested NT$592,648,117, and filed a provisional attachment (which has been revoked and dismiss after the trial of Taiwan High Court and Supreme Court). Taiwan New Taipei District Court made the judgment of the plaintiff SFIPC partial in favour on November 29, 2019, then the Company appealed to Taiwan High Court. As the conviction of former chairman CHANG,FONG-HAO violated the Securities and Exchange Act and other criminal were affirmed, the Company estimated that the possible joint compensation losses recognized as contingent liabilities of $16,377 thousand in 2020. The Company received the judgment on October 26, 2023, made
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by Taiwan High Court on September 28, 2023. The Company, former chairman, and former finance officer shall make joint compensation of principal amounting to NT$150,132 thousand, and interest calculated by annual interest rate of 5% since November 25, 2013 to the settlement date. Therefore, the Company additionally estimated the contingent liabilities resulting from possible joint compensation losses amounting to NT$58,690 thousand in the third quarter in 2023.
-
B. The Company signed a 3-year trust agreement with O-Bank on December 5, 2011, entrusting the remitted money from the special account for payment on a daily basis after the financial consultants’ review and the Company and subsidiaries’ real estate to Industrial Bank of Taiwan. Industrial Bank of Taiwan shall manage trust property in accordance with the agreement to maintain the common rights and interests of the Company and subsidiaries, creditor bank syndicates, and syndicated-loan bank syndicates, and to handle and use trust property related matters. The Company and subsidiaries signed 1[st] to 7[th] supplementary agreements successively. The summary of the agreement is as follows:
-
a. Purpose and fiduciary of the trust The Company and subsidiaries entrusted the remitted money from the special account for payment on a daily basis after the financial consultants’ review and the Company and subsidiaries’ real estate to O-Bank. O-Bank shall manage trust property in accordance with the agreement to maintain the common rights and interests of the Company and subsidiaries, creditor bank syndicates, and syndicated-loan bank syndicates, and to handle and use trust property related matters. Supplementary terms were mainly detailed provision on the management, disposal and use of trust property.
-
C. According to judgment 2017 Tai Shang Zi No. 516, former Chairperson CHANG,FONG-HAO and POWERCOM shall be burdened for the obligation equally of Mr. Platone’s loss of NT$168,750 thousand under Article 280 of the Civil Code. The Company and subsidiaries’ Board of Directors approved on March 30, 2021 that former Chairperson shall be burdened for $84,375 thousand by means of the followings:
-
a. Former Chairperson CHANG,FONG-HAO declared on June 26, 2017 to waive the obligatory right of the Company and dividend receivable $37,528.
-
b. Shares of TOP GREEN that Mr. Platone should have returned to former Chairperson CHANG,FONG-HAO, were transferred to the Company in 2019 at value of $7,911 thousand after market valuation. These shares were sold in succession pricing amounted to $42,136 thousand, which was higher than the original valuation.
-
c. Salary during April to September 2020 amounted to $802 thousand.
-
d. Rent receivable of the Company’s office and salary since the first quarter of 2022 to the fourth quarter of 2024 of former Chairperson CHANG,FONG-HAO amounted to $3,326 thousand and NT$3,608 thousand.
-
e. Former Chairperson CHANG,FONG-HAO has provided private real estate as guarantee of the Company’s joint loan, which could cover the remaining $31,200 thousand of internal share of joint and several accounts.
-
f. Former Chairperson CHANG,FONG-HAO promised to compensate with future salary monthly until pay off.
-
g. In order to strengthen the guarantee to the company, former Chairperson CHANG,FONG-HAO created second mortgage on November 3, 2022 with private real estate in Zhonghe District, New Taipei City for the Company, and
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pledged private 6,280 shares of Taiwan Specialty Chemicals Corporation for the Company.
-
D. The Company and subsidiaries’ Board of Directors approved on March 31, 2012 to sign a joint trust agreement between POWERCOM CO.,LTD., the Company and subsidiaries and O-Bank and other 23 credit banks. The total line of credit was NT$1,346,652,427 and US$4,277,000, and the credit period was 1 year 12 months from the date of drawdown. The Company and subsidiaries signed the twelve supplementary agreements successively from 2012 to 2023, and summary of the 13[th] agreement signed on April 8, 2024 is as follows:
-
a. Total line of credit and the period: NT$1,346,652,427 and US$4,277,000. (a) Mid-term credit: Lines of credit were NT$824,152,427 and US$4,277,000, for the loan amount of the credit-granting bank involved in the conversion of the credit line of NTD and USD in existing debts. Not available for revolving use. The credit period was 1 year and 6 months from the date of drawdown. The Company and subsidiaries signed 7[th] supplementary agreement on April 20, 2018 modifying the credit period to 7 years from the date of drawdown. The above-mentioned US$4,277,000 was credited to the Company and subsidiaries’ investee with 100% ownership - POWERCOM CO.,LTD.
- (b) Issuance of commercial paper guarantee: The line of credit was NT$222,500,000, for issuance of commercial paper guarantee by the credit-granting bank for conversion of issued commercial paper in existing debts. Available for revolving use. Convertible bond guarantee: The line of credit was NT$300,000,000, for confirmation of convertible bond guarantee in existing debts. The credit period was from October 24, 2011 to October 24, 2014. The credit period is extended yearly from the date of 1 year after the date of drawdown, until April 20, 2025.
-
b. Commitments of the Company and subsidiaries: If the Company and its subsidiary, Italy Power Plant, have not been enforced in Italy for the accounts payable to the Company and subsidiaries, the agreement remain unchanged that the principal of NT$3 million should be repaid monthly. Otherwise, if it is enforced in the territory of Italy, the credit-granting bank agreed to reduce the principal which should be repaid monthly to NT$1 million.
-
c. Matters agreed by the credit-granting bank syndicate: the credit-granting bank syndicate agreed the exemption of the Company, its subsidiaries and former Chairperson CHANG,FONG-HAO as surety company, from violation of the credit agreement due to the adverse judgment 2017 Tai Shang Zi No. 516 of Supreme Court.
-
E. The Company and subsidiaries filed a complaint to Taiwan New Taipei District Prosecutors Office in first half year of 2012 against the former employee LYU,ZIH-YI, the spouse Amesur Vijay Kumar Kishinchand(LYU,WEI-JIE)and others, for committing violation of the Securities and Exchange Act, breach of trust, offence of deleting magnetic records without good cause and forgery successively, damaging the Company and subsidiaries’ interests with the intent illegally to appropriate properties for himself and for a third person from 2011. The Office prosecuted on violating the Securities and Exchange Act and others in July 2013, and LYU,ZIH-YI and LYU,WEI-JIE were convicted and sentenced imprisonment for 2 years at retrial on June 25, 2018. LYU,ZIH-YI and LYU,WEI-JIE appealed and dismissed by Supreme Court on January 21, 2021, and conviction affirmed. The Company and subsidiaries filed civil lawsuit against LYU,ZIH-YI, LYU,WEI-JIE and others based on the criminal facts to claim compensation, and Taiwan New Taipei District Court made a judgement for the Company on November 30, 2022, then LYU,ZIH-YI, LYU,WEI-JIE and others appealed.
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-
F. The Company and subsidiaries reinvested to Powercom Yuraku PTE(Singapore) then reinvested to Powercom Yuraku S.A. LTD(Luxembourg, hereinafter PYSA) and then reinvested to YUR POWER
ⅠⅡⅢⅣⅥⅦⅧⅨSrl(Italy, hereinafter YP I ~IX). Another two of shareholders of Powercom Yuraku PTE(Singapore), Yuraku PTE(Singapore) and Sunpower (Taiwan), were deliberately intending to annex the equity and adopted a series of acts on annexation, therefore the Company and subsidiaries appointed lawyers to take legislative actions to preserve equity, discovering the two shareholders held a shareholders’ meeting of PYSA without the consent of the Company and subsidiaries on May 22, 2012. The content of the meeting was roughly that Yuraku PTE(Singapore) and Sunpower(Taiwan) illegally increased capital in PYSA on January 10, 2012 and changed the chairperson and directors of YP I~IX on June 12, 2012, causing the Powercom Yuraku PTE(Singapore)’s ownership of PYSA reduced to 5% from 100%, and absolutely lost control over PYSA and YP I~IX. At present, lawyers in Luxembourg, Singapore and Rome have been appointed to revoke the capital increase and claim the repayment of accounts receivable. -
G. The judgement made by District Court Luxembourg on January 4, 2013 and the translation made by President Translation Service Group International Limited, the case that Powercom Company revoking the capital increase of Powercom Yuraku S.A. Ltd (Luxembourg) by Yuraku PTE and Sunpower was summarize as follows:
-
a. Suspense the rights of Powercom Yuraku S.A.’s board of directors at present. b. Appoint trial lawyer, Arsène KRONSHAGEN, to be interim manager and assignee of disputing additional shares, which were 540,000 shares registered in subscription list with the names of Yuraku Pte Ltd. And Sunpower Semiconductor Ltd. (the present Sunpower Holdings Ltd.)
-
The above-mentioned adjudication measures will be concluded after the substantive judgment is announced to clarify the issue of attribution, or after the parties reach an agreement. However, the defendant is currently appealing against this judgment. At present, the trial is temporarily suspended before the conclusion of the arbitration procedure in Singapore. The interim manager held a shareholders’ meeting to reappoint directors of YP I~IX on July 23, 2015 and made the change of directors in August 2015. The trial for Yuraku PTE and Sunpower claiming to revoke the interim manager was pending in local court.
-
H. The Company also filed os948 against the invalid authorization for capital increase in Singapore. The Singapore Court has ruled in favour of the Company. After receiving the judgment, the Company filed HC/S 838/2019 against the shareholders of the illegal capital increase, hoping the court states as the followings, that the actions done by PYPL were invalid:
-
a. Execute the power of attorney;
-
b. Agree to conduct an extraordinary shareholders’ meeting;
-
c. Matters resolved at the extraordinary shareholders’ meeting, including equity issues; and
-
d. Other actions and documents related and owing to this case.
-
I. The operating period of POWERCOM (Dongguan) CO .,LTD., the processing plant of the Company and subsidiaries in Dongguan, has expired on July 13, 2020. Because its business has been transferred to ZHONGSHAN GUANHONG ELECTRONIC CO.,LTD, the Company and subsidiaries resolved to end the operation after the expiration of the operating period, and the liquidation has been completed. In addition, the Company’s loan to POWERCOM (Dongguan) CO .,LTD. was US$ 2 million. Because of the completion of the liquidation, it would be unable to repay, therefore the Board of Directors resolved to waive the creditor’s rights. POWERCOM (Dongguan) CO .,LTD. was a subsidiary of the Company and
-49-
subsidiaries with 100% ownership by reinvestment, therefore it has no impact on the Company’s rights.
13. Additional Disclosures
-
(1) Information on significant transactions and (2) Information on investees A. Loans to others: Refer to Table 1.
-
B. Endorsements/Guarantees provided: Refer to Table 2.
-
C. Holding of marketable securities at the end of the period (excluding subsidiaries, associates and joint ventures): Refer to Table 3.
-
D. Acquisition or sale of the same security with the accumulated cost exceeding $300 million or 20% of the Company’s paid-in capital: None.
-
E. Acquisition of real estate reaching $300 million or 20% of paid-in capital or more: None
-
F. Disposal of real estate reaching $300 million or 20% of paid-in capital or more: None
-
G. Purchases or sales of goods from or to related parties reaching $100 million or 20% of paid-in capital or more: None
-
H. Receivables from related parties reaching $100 million or 20% of paid-in capital or more: Refer to Table 4
-
I. Trading in derivative instruments undertaken during the reporting periods: None.
-
J. Name, location and such information of investee: Refer to Table 5.
-
-
(3) Information on investment in mainland China: Refer to Table 6.
-
(4) The business relationship and significant transactions between the Company and subsidiaries: Refer to Table 7.
-
(5) Information of major shareholders: Refer to Table 8.
-
Segment Information
-
The Company and subsidiaries regularly review segment results for allocate resources and evaluate performance. The basis for the measurement of income, assets and liabilities of segments is the same as that for the preparation of financial statements. Please refer to the consolidated statements.
-
(1) General information The Company and subsidiaries’ management identify operating segments based on geographical and functional factors used to allocate resources and evaluate performance.
- There are 4 reportable segments: Segment A, Segment B, Segment C and Segment D. Segment A, Segment B and Segment D Located in Zhonghe District, New Taipei City, focus on UPS and photovoltaic module manufacturing and selling. Segment C is established under relevant local laws of Independent State of Samoa.
-
(2) Measurement of segment information The Company evaluates the performance of the operating segments based on gain or loss after tax. Accounting policies of each segment are same as described in Note 4 “Summary of Significant Accounting Policies”.
-
(3) Operating segments information
| 2024 | 2024 | ||||
|---|---|---|---|---|---|
| Segment A | Segment B | Segment C | Segment D | Adjustments and |
Total |
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| Revenue from external customers Inter-segment revenue Segment revenue Segment income Segment assets Revenue from external customers Inter-segment revenue Segment revenue Segment income Segment assets |
Elimination | |||||
|---|---|---|---|---|---|---|
| $ 744,453 3,485 |
$ 97,028 - |
$ 41,010 44,152 |
$ - - |
$ - ( 47,637) |
$ 882,491 - |
|
| $ 747,938 | $ 97,028 | $ 85,162 | $ - | ($ 47,637) | $ 882,491 | |
| $ 37,185 | ($ 3,227) | $ 8,557 | $ - | ($ 5,330) | $ 37,185 | |
| $ 1,471,269 | $ 150,577 | $ 142,199 | $ - | ($ 176,334) | $ 1,587,711 | |
| Segment A | Segment B | Segment C | Segment D | Adjustments and Elimination |
Total | |
| $ 1,173,735 2,552 |
$ 96,895 - |
$ 56,311 100,253 |
$ - - |
$ - ( 102,805) |
$ 1,326,941 - |
|
| $ 1,176,287 | $ 96,895 | $ 156,564 | $ - | ($ 102,805) | $ 1,326,941 | |
| ($ 4,822) | $ 5,389 | $ 27,728 | ($ 345) | ($ 32,772) | ($ 4,822) | |
| $ 1,215,385 | $ 88,839 | $ 182,531 | $ 3,722 | ($ 208,079) | $ 1,282,398 |
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POWERCOM CO., LTD. & SUBSIDIARIES LOANS TO OTHERS 2024
In thousands of NTD/ EUR/ USD
TABLE 1
| No. | Lender | Borrower | Item | Relate d party |
Highest balance of financing to other party during period |
Ending balance | Actual usage amount |
Range of interest rate |
Purpose of fund financing |
Transaction amount for business |
Reason for short-term financing |
Allowance for bad debt (Note 3) |
Collateral | Collateral | Individual Funding loan limits (Note 1) |
Maximum limitation on fund financing (Note1) |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | Value | ||||||||||||||||
| 1 | POWERCO M |
OPTI INTERNATI ONAL |
Other receivable s |
Yes | $ 108,424 | $ 108,424 | $ 108,424 | - | business transaction |
$ 2,587 | Sales | $ - | None | $ - | $ 63,271 | $ 253,086 | 1 |
| 2 | POWERCO M |
ZHONGSH AN GUANHO NG |
Other receivable s |
Yes | 58,407 | 58,407 | 58,407 | - | business transaction |
5,067 | Sales | - | None | - | 63,271 | 253,086 | 1 |
| 3 | POWERCO M |
POWERCO M |
Other receivable s |
Yes | 59,481 | 59,481 | 59,481 | - | business transaction |
- | Sales | - | None | - | 63,271 | 253,086 | 1 |
| 4 | POWERCO M |
Powercom Yuraku SA. Ltd |
Other receivable s |
Yes | 15,139 EUR 429 |
15,139 EUR 429 |
15,139 | - | bridging finance |
- | Associates’ operation |
( 15,139 ) |
None | - | 63,271 | 253,086 | 1 |
| funds | maintenance | ( EUR 429 ) |
|||||||||||||||
| 5 | POWERCO M |
Powercom American Inc. |
Other receivable s |
Yes | 8,971 | - | - | - | business transaction |
- | Sales | - | None | 63,271 | 253,086 | 1 | |
| 6 | POWERCO M AMERICA INC. |
Powercom Yuraku PTE LTD |
Other receivable s |
Yes | 363,230 USD 11,079 |
363,230 USD 11,079 |
363,230 | - | bridging finance |
- | Associates’ operation |
( 363,230 ) ( USD 11,079 ) |
None | - | - | - | 2 |
| funds | maintenance |
Note 1: The maximum amount for total loan is 40% of the Company and subsidiaries’ net worth; the maximum amount for individual enterprise is 10% of the Company and subsidiaries’ net worth, No.1 has exceeded the limit. Note 2: The maximum amount for total loan is 40% of net worth of POWERCOM CO.,LTD.; the maximum amount for individual enterprise is 10% of its net worth. For short-term financing: the maximum amount for 100% owned foreign subsidiaries, the maximum amount is 300% of their net worth. Note 3: According to the official document, code: (76) Ji Mi Zi No. 069, in order to avoid accounted allowance for bad debts are different from the consolidated financial statements, mergers shall not account allowance for bad debts for claims and debts between them.
POWERCOM CO., LTD. & SUBSIDIARIES ENDORSEMENTS/GUARANTEES PROVIDED 2024
TABLE 2
In thousands of NTD, unless stated otherwise.
| No. (Note 1) |
Endorser/guarantor | Party being endorsed/guaranteed |
Party being endorsed/guaranteed |
Limit on endorsements/ guarantees provided for a single party (Note 3) |
Maximum balance during the period |
Outstanding balance on December 31, 2023 |
Actual amount drawn down |
Amount of endorsements/ guarantees secured with collateral |
Ratio of accumulated endorsements/ guarantee amount to net worth of the endorser/guarantor company (%) |
Limit on total amount of endorsements/ guarantee |
Provision of endorsements/ guarantee by parent company to subsidiary |
Provision of endorsements/ guarantee by subsidiary to parent company |
Provision of endorsements/ guarantee to party in Mainland Number Endorser/guarantor Company name China |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Company name | Relationship (Note 2) |
|||||||||||||
| 0 | POWERCOM CO., LTD. |
POWERCOM CO.,LTD. |
2 | $ 189,814 | $ 36,353 | $ 36,353 | $ 36,353 | $ - | 5.75% | $ 316,357 | Y | N | N |
Note 1: Issuer labeled 0.
Note 2: Majority owned subsidiary labeled 2.
Note 3: The limit of endorsement for any single entity is 30% of the Company’s net worth during the period.
Note 4: The maximum amount of total transactions of endorsement is 50% of the Company’s net worth during the period.
In thousands of NTD/ USD/ Shares
POWERCOM CO., LTD. & SUBSIDIARIES HOLDING OF MARKETABLE SECURITIES AT THE END OF THE PERIOD DECEMBER 31, 2024
TABLE 3
| Investor | Type and name of securities | Relationship with the issuer | General ledger account | Ending balance | Ending balance | Ending balance | Ending balance | Note |
|---|---|---|---|---|---|---|---|---|
| Number of shares | Carrying amount | Percentage of ownership |
Fair value | |||||
| POWERCOM CO., LTD. | Stock POWERCOM CO.,LTD. OPTI INTERNATIONAL CORPORATION TECHWIIN TECHNOLOGY INC. POWERCOM YURAKU PTE LTD., TOP GREEN ENERGY TECHNOLOGIES INC. Taiwan Speciality Chemicals Corporation CHANG TAI ENERGY CO., LTD. |
100% owned by the investor 40% owned by the investor 10.93% owned by the investor 55% owned by the investor 12.09% owned by the investor 1.32% owned by the investor 10% owned by the investor |
Investments accounted for under equity method Investments accounted for under equity method Other financial assets - current Financial assets at fair value through other comprehensive profit or loss - non-current Financial assets at fair value through other comprehensive profit or loss - non-current Financial assets at fair value through other comprehensive profit or loss - non-current Financial assets at fair value through other comprehensive profit or loss -non-current |
8,610,000 1,200,000 4,700,000 - 15,118,087 1,950,005 280,000 |
$ (57,193) (22,612) 1,292 - 152 339,301 - |
100.00% 40.00% 10.93% 55.00% 12.09% 1.32% 10.00% |
$ - - - - - 339,301 - |
|
| POWERCOM CO.,LTD. | Capital ZHONGSHAN GUANHONG ELECTRONIC CO.,LTD POWERCOM AMERICA INC. POWERCOM (Dongguan) CO .,LTD. |
100% owned by the investor 0% owned by the investor 0% owned by the investor |
Investments accounted for under equity method Investments accounted for under equity method Investments accounted for under equity method |
3,610,060 - - |
USD$ 1,182 - - |
100.00% - - |
$ - - - |
Note 1 Note 2 |
| OPTI INTERNATIONAL CORPORATION |
Stock TOP GREEN ENERGY TECHNOLOGIES INC. Taiwan Speciality Chemicals Corporation OPTI UPS MIDDLE EAST |
- - - |
Other financial assets Financial assets at fair value through other comprehensive profit or loss - non-current Financial assets at fair value through other comprehensive profit or loss -non-current |
466,666 74,669 177 |
$ - 12,443 - |
- - - |
$ - 12,443 - |
Note 1: KER FONG INTERNATIONAL CO., LTD. has resolved by the board of directors to dissolve and liquidate its subsidiary, Powercom American Inc. on June 2, 2023, and the liquidation has been completed on June 30, 2024.
Note 2: The liquidation of POWERCOM (Dongguan) CO .,LTD. has been completed on June 30, 2024.
In thousands of NTD, unless stated otherwise.
POWERCOM CO., LTD. & SUBSIDIARIES RECEIVABLES FROM RELATED PARTIES REACHING $100 MILLION OR 20% OF PAID-IN CAPITAL OR MORE DECEMBER 31, 2024
TABLE 4
| Company Name | Name of the counterparty | Relationship | Receivables from related party (Note 1) |
Turnover rate | Overdue receivables | Overdue receivables | Subsequent collections | Allowance for bad debt |
|---|---|---|---|---|---|---|---|---|
| Carrying amount | Action taken | |||||||
| POWERCOM CO.,LTD. | Powercom Yuraku PTE LTD | Associate | $ 363,230 | - | $ 363,230 | Account full impairment |
$ - | $ 363,230 |
Note 1: Filled in the accounts and notes receivable from related parties, other receivables, etc.
Note 2: Paid-in capital refers to the paid-in capital of the parent company. If the issuer’s stock is non-par-value stock or the par value each share is not NT$10, the transaction amount requirement of 20% of the paid-in capital shall be calculated on the basis of 10% of the equity attributable to the owner of the parent company on the balance sheet.
POWERCOM CO., LTD. & SUBSIDIARIES NAME, LOCATION AND SUCH INFORMATION OF INVESTEE (EXCLUDING INVESTEES IN MAINLAND CHINA) JANUARY 1 TO DECEMBER 31, 2024
In thousands of NTD/ USD/ Shares
TABLE 5
| Location Main Businesses Net ncome (oss) o the investee (loss) recognized by the Company Note No. Name No. Name Balance as of December 31, 2024 Balance as of December 31, 2023 Shares Percentage of ownership Carrying amount |
Location Main Businesses Net ncome (oss) o the investee (loss) recognized by the Company Note No. Name No. Name Balance as of December 31, 2024 Balance as of December 31, 2023 Shares Percentage of ownership Carrying amount |
Location Main Businesses Net ncome (oss) o the investee (loss) recognized by the Company Note No. Name No. Name Balance as of December 31, 2024 Balance as of December 31, 2023 Shares Percentage of ownership Carrying amount |
Location Main Businesses Net ncome (oss) o the investee (loss) recognized by the Company Note No. Name No. Name Balance as of December 31, 2024 Balance as of December 31, 2023 Shares Percentage of ownership Carrying amount |
Location Main Businesses Net ncome (oss) o the investee (loss) recognized by the Company Note No. Name No. Name Balance as of December 31, 2024 Balance as of December 31, 2023 Shares Percentage of ownership Carrying amount |
Location Main Businesses Net ncome (oss) o the investee (loss) recognized by the Company Note No. Name No. Name Balance as of December 31, 2024 Balance as of December 31, 2023 Shares Percentage of ownership Carrying amount |
Net ncome (oss) o the investee (loss) recognized by the Company Note Balance as of December 31, 2024 Balance as of December 31, 2023 Shares Percentage of ownership Carrying amount |
Net ncome (oss) o the investee (loss) recognized by the Company Note Balance as of December 31, 2024 Balance as of December 31, 2023 Shares Percentage of ownership Carrying amount |
Net ncome (oss) o the investee (loss) recognized by the Company Note Balance as of December 31, 2024 Balance as of December 31, 2023 Shares Percentage of ownership Carrying amount |
Net ncome (oss) o the investee (loss) recognized by the Company Note Balance as of December 31, 2024 Balance as of December 31, 2023 Shares Percentage of ownership Carrying amount |
Net ncome (oss) o the investee (loss) recognized by the Company Note Balance as of December 31, 2024 Balance as of December 31, 2023 Shares Percentage of ownership Carrying amount |
Net ncome (oss) o the investee (loss) recognized by the Company Note Balance as of December 31, 2024 Balance as of December 31, 2023 Shares Percentage of ownership Carrying amount |
Net ncome (oss) o the investee (loss) recognized by the Company Note Balance as of December 31, 2024 Balance as of December 31, 2023 Shares Percentage of ownership Carrying amount |
Net ncome (oss) o the investee (loss) recognized by the Company Note Balance as of December 31, 2024 Balance as of December 31, 2023 Shares Percentage of ownership Carrying amount |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 0 POWERCO M CO., LTD. 1 POWERCO M CO.,LTD. P.O.BOX217,Apia Samoa, Independent State of Samoa UPS manufacturing and selling NTD$ 286,484 NTD$ 286,484 8,610,000 100.00% NTD$ (57,193) NTD$ 7,499 NTD$ 7,499 Subsidiary USD 8,610 USD 8,610 2 OPTI INTERN ATIONA L CORPO RATION B1-1., No. 192, Liancheng Rd., Zhonghe Dist., New Taipei City UPS, Computer and peripheral equipment research, development, trading and maintenance NTD 12,000 NTD 12,000 1,200,000 40.00% NTD (22,612) NTD (3,227) NTD (1,291) Subsidiary 3 TECHWII N TECHN OLOGY INC. No. 224, Liancheng Rd., Zhonghe Dist., New Taipei City Energy technical services Electrical components manufacturing NTD 47,000 NTD 47,000 4,700,000 10.93% NTD 1,292 NTD - NTD - (Note 2) |
NTD$ 286,484 NTD$ 286,484 8,610,000 100.00% NTD$ (57,193) NTD$ 7,499 NTD$ 7,499 Subsidiary USD 8,610 USD 8,610 |
||||||||||||
| 2 | OPTI INTERN ATIONA L CORPO RATION |
B1-1., No. 192, Liancheng Rd., Zhonghe Dist., New Taipei City |
UPS, Computer and peripheral equipment research, development, trading and maintenance |
NTD 12,000 |
NTD 12,000 |
1,200,000 | 40.00% | NTD (22,612) |
NTD (3,227) |
NTD (1,291) |
Subsidiary | ||
| 3 TECHWII N TECHN OLOGY INC. No. 224, Liancheng Rd., Zhonghe Dist., New Taipei City Energy technical services Electrical components manufacturing NTD 47,000 NTD 47,000 4,700,000 10.93% NTD 1,292 NTD - NTD - (Note 2) |
|||||||||||||
| 1 | POWERCO M CO.,LTD. |
1 | POWERCO M AMERICA INC |
LA, USA | UPS manufacturing and selling |
NTD - USD - |
NTD 5,875 USD 182 |
- | 0.00% | USD - |
USD 122 |
NTD - (Note 1) |
Subsidiary (Note 3) |
Note 1: Indirect investment to subsidiary in the USA through the existing company (POWERCOM CO.,LTD.) located in the third area, therefore there is no gain or loss on investment and carrying amount. Note 2: TECHWIIN TECHNOLOGY INC. was dissolved on May 31, 2021 and the liquidation has not been completed yet. It is transferred to other financial assets.
Note 3: KER FONG INTERNATIONAL CO., LTD. has resolved by the board of directors to dissolve and liquidate its subsidiary, Powercom American Inc. on June 2, 2023, and the liquidation has been completed on June 30, 2024 .
POWERCOM CO., LTD. & SUBSIDIARIES INFORMATION ON INVESTMENT IN MAINLAND CHINA JANUARY 1 TO DECEMBER 31, 2024
| POWERCOM CO., LTD. & SUBSIDIARIES INFORMATION ON INVESTMENT IN MAINLAND CHINA JANUARY 1 TO DECEMBER 31, 2024 |
POWERCOM CO., LTD. & SUBSIDIARIES INFORMATION ON INVESTMENT IN MAINLAND CHINA JANUARY 1 TO DECEMBER 31, 2024 |
POWERCOM CO., LTD. & SUBSIDIARIES INFORMATION ON INVESTMENT IN MAINLAND CHINA JANUARY 1 TO DECEMBER 31, 2024 |
POWERCOM CO., LTD. & SUBSIDIARIES INFORMATION ON INVESTMENT IN MAINLAND CHINA JANUARY 1 TO DECEMBER 31, 2024 |
POWERCOM CO., LTD. & SUBSIDIARIES INFORMATION ON INVESTMENT IN MAINLAND CHINA JANUARY 1 TO DECEMBER 31, 2024 |
POWERCOM CO., LTD. & SUBSIDIARIES INFORMATION ON INVESTMENT IN MAINLAND CHINA JANUARY 1 TO DECEMBER 31, 2024 |
POWERCOM CO., LTD. & SUBSIDIARIES INFORMATION ON INVESTMENT IN MAINLAND CHINA JANUARY 1 TO DECEMBER 31, 2024 |
POWERCOM CO., LTD. & SUBSIDIARIES INFORMATION ON INVESTMENT IN MAINLAND CHINA JANUARY 1 TO DECEMBER 31, 2024 |
POWERCOM CO., LTD. & SUBSIDIARIES INFORMATION ON INVESTMENT IN MAINLAND CHINA JANUARY 1 TO DECEMBER 31, 2024 |
POWERCOM CO., LTD. & SUBSIDIARIES INFORMATION ON INVESTMENT IN MAINLAND CHINA JANUARY 1 TO DECEMBER 31, 2024 |
POWERCOM CO., LTD. & SUBSIDIARIES INFORMATION ON INVESTMENT IN MAINLAND CHINA JANUARY 1 TO DECEMBER 31, 2024 |
POWERCOM CO., LTD. & SUBSIDIARIES INFORMATION ON INVESTMENT IN MAINLAND CHINA JANUARY 1 TO DECEMBER 31, 2024 |
POWERCOM CO., LTD. & SUBSIDIARIES INFORMATION ON INVESTMENT IN MAINLAND CHINA JANUARY 1 TO DECEMBER 31, 2024 |
POWERCOM CO., LTD. & SUBSIDIARIES INFORMATION ON INVESTMENT IN MAINLAND CHINA JANUARY 1 TO DECEMBER 31, 2024 |
POWERCOM CO., LTD. & SUBSIDIARIES INFORMATION ON INVESTMENT IN MAINLAND CHINA JANUARY 1 TO DECEMBER 31, 2024 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| TABLE 6 In thousands of NTD/ USD/ CNY (1) Investee in Mainland China, main businesses, paid-in capital, investment method, amount remitted, percentage of ownership held, investment income or loss, carrying amount of investments and investment income remitted: |
||||||||||||||
| Investee in Mainland China |
Main Businesses | Paid-in capital | Investment Method (Note 1) |
Accumulated amount of remittance from Taiwan to Mainland China as of January 1, 2024 |
Amount remitted from Taiwan to Mainland China/ Amount remitted back to Taiwan for the year ended December31,2024 |
Accumulated amount of remittance from Taiwan as of December 31, 2024 |
Net income (loss) of the investee |
Percentage of ownership held by the Company (direct or indirect) |
Investment income (loss) recognized by the Company |
Carrying amount of investments as of December 31, 2024 |
Accumulated amount of investment income remitted back to Taiwan as of December 31, 2024 |
|||
| Remitted to Mainland China |
Remitted back to Taiwan |
|||||||||||||
| ZHONGSHAN GUANHONG ELECTRONIC CO.,LTD UPS (excluding high power density and hitch frequency power supplies) manufacturing and selling CNY$ 28,845 Indirect investment in PRC through the existing company located in the third area. NTD$ 105,409 |
NTD$ - NTD$ - NTD$ 105,409 CNY$ 1,640 100.00% NTD$ - (Note 1) NTD$ - (Note 1) NTD$ - |
|||||||||||||
| POWERCOM (Dongguan) CO .,LTD. (Note 2) |
UPS (excluding high power density and hitch frequency power supplies) manufacturing and selling |
CNY - |
Indirect investment in PRC through the existing company located in the third area. |
NTD 81,042 |
NTD - |
NTD81,042 (Note 3) |
NTD - |
CNY (1) |
0.00% | NTD - (Note 1) |
NTD - (Note 1) |
NTD - |
||
| (2) Ceiling on investments in Mainland China |
||||||||||||||
| Accumulated amount of remittance from Taiwan to Mainland China |
Investment amount approved by the Investment Commission of the Ministry of Economic Affairs (MOEA) |
Ceiling on investments in Mainland China imposed by the Investment Commission of MOEA |
||||||||||||
| NTD $ 105,409 ( USD $ 3,610 ) |
USD $ 3,610 | NTD $ 379,629 |
(3) Significant transactions with investee companies in the Mainland China, either directly or indirectly through a third area: None. (4) Provided endorsements or guarantees or pledges of collateral by investee companies in the Mainland China, either directly or indirectly through a third area: None.
(5) Financing of funds with investee companies in the Mainland China, either directly or indirectly through a third area: None.
(6) Other transactions that have a material effect on the profit or loss for the period or on the financial position: None. (7) Ceiling on investments in Mainland China imposed by the Investment Commission of MOEA is 60% equity of the Company.
Note 1: Indirect investment to subsidiary in PRC through the existing company (POWERCOM CO.,LTD.) located in the third area, therefore there is no investment profit or loss and carrying amount. Note 2: The liquidation of POWERCOM (Dongguan) CO .,LTD. has been completed on June 30, 2024.
Note 3: As of December 31, 2024, the refund of payment for shares from liquidation of POWERCOM (Dongguan) CO .,LTD. amounted to NTD 25 thousand (USD 1 thousand).
POWERCOM CO., LTD. & SUBSIDIARIES
THE BUSINESS RELATIONSHIP AND SIGNIFICANT TRANSACTIONS BETWEEN THE COMPANY AND SUBSIDIARIES JANUARY 1 TO DECEMBER 31, 2024
TABLE 7
In thousands of NTD, unless stated otherwise.
| No. (Note 1) |
Company Name | Counterparty | Nature of Relationship (Note 2) |
Intercompany Transactions | Intercompany Transactions | Intercompany Transactions | Intercompany Transactions |
|---|---|---|---|---|---|---|---|
| Name | Item | Amount | Terms | Percentage of |
| Consolidated Net Revenue or Total Assets (Note 3) |
|||||||
|---|---|---|---|---|---|---|---|
| 0 | POWERCOM CO., LTD. | POWERCOM CO.,LTD. | 1 1 |
Accounts payables Otherpayables |
$ 69,405 164 |
Usual terms Usual terms |
4.37% 0.01% |
| OPTI INTERNATIONAL CORPORATION |
1 1 |
Other receivables Sales revenue |
76,774 3,384 |
Usual terms Usual terms |
4.84% 0.38% |
||
| ZHONGSHAN GUANHONG ELECTRONIC CO.,LTD |
1 1 1 1 1 |
Accounts receivables Other receivables Accounts payables Sales revenue Processingexpenses |
3 58,407 118,637 101 44,252 |
Usual terms Usual terms Usual terms Usual terms Usual terms |
0.00% 3.68% 7.47% 0.01% 5.01% |
||
| 1 | POWERCOM CO.,LTD. | POWERCOM CO., LTD. | 2 | Other receivables | 69,569 | Usual terms | 4.38% |
| 2 | OPTI INTERNATIONAL CORPORATION |
POWERCOM CO., LTD. | 2 2 |
Accounts payables Costs ofgoods sold |
76,774 3,384 |
Usual terms Usual terms |
4.84% 0.38% |
| 3 | ZHONGSHAN GUANHONG ELECTRONIC CO.,LTD |
POWERCOM CO., LTD. | 2 2 2 2 |
Accounts receivables Accounts payables Processing revenue Costs ofgoods sold |
118,637 58,410 44,252 101 |
Usual terms Usual terms Usual terms Usual terms |
7.47% 3.68% 5.01% 0.01% |
-
Note 1: For the inter-company business relationship and transaction condition in the “No.” column, the labeling method is as follows:
-
(1) Parent company labeled 0.
-
(2) Subsidiaries labeled in number sequence from 1.
Note 2: There are three types of relationship with the counterparty, and indication of the type is sufficient (if it is the same transaction between parent and a subsidiary or between subsidiaries, it is not necessary to disclose repeatedly, i.e. for a transaction between parent and subsidiary, if the parent has disclosed already, the subsidiary does not required to disclose repeatedly; for the transactions between subsidiaries, if one subsidiary has disclosed already, the other subsidiary does not required to disclose repeatedly):
(1) Parent to subsidiary.
- (2) Subsidiary to parent.
(3) Between subsidiaries.
Note 3: The transaction amount is calculated as a proportion of the consolidated revenue or assets. If categorized as an asset or liability, the calculation is compared with the consolidated assets; if categorized as income or loss, the calculation is compared with the consolidated income or loss.
Note 4: All transactions, balances, income and expenses above are eliminated in full upon consolidation.
TABLE 8
POWERCOM CO., LTD. INFORMATION OF MAJOR SHAREHOLDERS
2024
| In thousands of shares. Shares Number of Shares Owned Percentage of Ownership 2,970 7.61% |
In thousands of shares. Shares Number of Shares Owned Percentage of Ownership 2,970 7.61% |
|
|---|---|---|
| Name of The Shareholder | Shares | |
| Number of Shares Owned | Percentage of Ownership | |
| O-Bank Co., Ltd. Trust Account - CHANG,FONG-HAO | 2,970 | 7.61% |
- Note: Major shareholders in the table above are shareholders owning 5% or more of the Company’s common and preferred stocks including treasury stock (only ones that have completed dematerialized registration and delivery) based on calculations performed by the Taiwan Depository & Clearing Corporation using data as of the last business date at the end of each quarter. The amount of capital in the consolidated financial statements may differ from the Corporation’s actual number of stocks that have completed dematerialized registration and delivery due to different calculation bases.