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PI AGM Information 2022

Jun 28, 2022

52009_rns_2022-06-28_2255ca38-11df-4d83-a621-ffd60d6399d4.pdf

AGM Information

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Pan International Industrial Co., Ltd. 2022 Annual General Shareholders’ Meeting Minutes (Translation)

Time: 9:00 a.m., Wednesday, June 15, 2022

Location: No. 97, Anxing Rd., Xindian Dist., New Taipei City (Anxing Plant of the Company) Total shares represented by shareholders present in person or by proxy: 269,149,604 shares, accounting for 51.92% of the company’s total outstanding shares.

Attendees: Song-Fa Lu, Chairman of the BOD, Feng-An Huang, Director,

Ming-Feng Tsai, Director, Wen-Rong Cheng, Independent Director Sheng-Chung Hsu, Accountant, Pei-Fang Lu, Lawyer

Chairman: Song-Fa Lu Recorder: Wen-Ling Yu Meeting Commencement Announced: The aggregate shareholding of the shareholders present in person or by proxy constituted a quorum. The Chairman called the meeting to order.

  • Ⅰ . Chairman’s Address: (Omitted)

  • Ⅱ. Report Items:

  • 2021 Business Report of the Company. (Attachment 1)

  • Audit Committee’s Review Report on the 2021 Financial Statements (Attachment 2)

  • Report on 2021 distribution of remuneration of employees and directors of the Company.

    • Explanation: The Company’s profit in 2021 was NT$1,213,489,085 (before remunerations were set aside) whereby 5% of cash (or NT$60,674,454) was set aside for employee compensation and 0.5% of cash (or NT$6,067,445) was set aside for directors' remuneration, and all were paid in cash.
  • Report on 2021 distribution of earnings and cash dividends status.

    • Explanation: 1. According to the provisions of the Articles of Incorporation, for cash dividends, the board of directors is authorized to reach special resolution for distribution, followed by reporting to the shareholders’ meeting.

      1. For the shareholders’ dividends, cash dividends of NT$518,346,282, and NT$ 1 is distributed per share. The cash dividend shall be rounded to the whole dollar amount according to the allocation rate. The total of the odd lots less than NT$1 included in the distribution shall be transferred to the employees’ welfare committee. The exdividend date is to be further specified by the board of directors’ meeting.

      2. If there is a change in the total number of outstanding shares in this proposal and the dividend ratio of shareholders must be adjusted, the

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board of directors shall adjust and handle the relevant changes.

  1. Other report matters.

  2. Explanation: 1. Pursuant to the provisions of the Company Act, shareholder(s) holding one percent (1%) or more of the total number of issued shares of a company may propose to the company a proposal for discussion at a regular shareholders’ meeting. The current proposal acceptance period is from April 8, 2022 to April 18, 2022.

    1. Up to the end of the aforementioned proposal acceptance period, the Company receives no proposals submitted by the shareholders.

Ⅲ. Ratification Items:

  • Proposal 1: Adoption of 2021 Business Report and Financial Statements, Proposed for ratification. (Proposed by the Board of Directors)

  • Explanation: 1. The 2021 Business Report and Financial Statements of the Company have been reviewed by the Audit Committee, and the Financial Statements have also been audited and certified by CPA Yung-Chien Hsu and CPA Min-Chuan Feng of Pricewaterhouse Coopers (PwC) Taiwan.

  • For the reports and statements described in the preceding paragraph, please refer to the Attachments1, 2, &3.

  • Proposed for ratification.

Resolution: RESOLVED, that the above proposal be and hereby was approved as

proposed.

Voting Results: Shares present at the time of voting: 269,149,604 (Including 189,227,471 shares from electronic voting).

Voting Results Voting Results % of the represented
share present



Votes in favor 247,257,376
91.86%
Votes against 84,297
0.03%
Invalid Votes 0
0.00%
Votes abstained/Not Voted 21,807,931
8.10%

Proposal 2: Proposal for 2021 earnings distribution. Proposed for ratification. (Proposed by the Board of Directors)

Explanation: 1. The proposal for 2021 earnings distribution table of the Company is as shown in the Attachment 4.

  1. Proposed for ratification.

Resolution: RESOLVED, that the above proposal be and hereby was approved as proposed.

Voting Results: Shares present at the time of voting: 269,149,604 (Including

189,227,471 shares from electronic voting).

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Voting Results Voting Results % of the represented
share present



Votes in favor 247,618,331
92.00%
Votes against 99,326
0.03%
Invalid Votes 0
0.00%
Votes abstained/Not Voted 21,431,947
7.96%

Ⅳ. Discussion Items:

Proposal 1: Amend the Company’s “Procedure for Acquisition and Disposal of Assets.” Proposed for discussion. (Proposed by the Board of Directors)

Explanation: Some articles of the “Procedure for Acquisition and Disposal of Assets” are revised to comply with law amendments. The article revision comparison table is shown in the Attachment 5.

Resolution: RESOLVED, that the above proposal be and hereby was approved as proposed.

Voting Results: Shares present at the time of voting: 269,149,604 (Including 189,227,471 shares from electronic voting).

Voting Results Voting Results % of the represented
share present



Votes in favor 247,630,651
92.00%
Votes against 88,647
0.03%
Invalid Votes 0
0.00%
Votes abstained/Not Voted 21,430,306
7.96%

Ⅴ. Extraordinary Motions: None.

Ⅵ. Meeting Adjourned.

(The translated document is prepared in accordance with the Chinese version and is for reference only. In the event of any inconsistency between the English version and the Chinese version, the Chinese version shall prevail.)

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Attachment 1

2021 Business Report

The global economic environment is slowly recovering as COVID-19 is gradually brought under control. The Company’s operations are also able to return to normal. Despite the repeated COVID-19 outbreaks, global logistics delays, lack of materials affection production, and regional power supply problems, our revenue shows a strong growth trend. Moreover, the business units in Southeast Asia achieved a substantial increase in the overall revenue for 2021 compared to 2020 due to the benefit of transferring orders due to regional competition and the integration of Wuhu Ruichang’s automotive wiring harness businesses into the Company’s operations. The Company has formulated strategic goals for transformation and upgrading, actively invested in R&D resources, and increased the proportion of revenue from high-margin products to improve gross profit margin and profitability. This year’s quarterly gross profit and annual average gross profit margins have both exceeded their targets in double digits, which demonstrated the performance of our transformation and upgrading strategies. Our annual profit has also been significantly improved compared to last year. The company will also share this fruitful operating result with all shareholders.

By improving technology and innovation capabilities, we can maintain our competitiveness in the fiercely competitive industrial environment and enhance our profitability. Therefore, the Company will continue to invest in R&D resources, jointly develop new products with clients, and improve production efficiency. Our operating goal is to increase the Company’s gross profit margins continuously. As the world moves towards carbon neutrality, electric vehicles will be in high demand, attract everyone’s attention, and become one of the highest-growth industries. We will seize the business opportunities, actively deploy the electric vehicle-related wiring harnesses and PCB products, increase the revenue share for automotive products, and cater to the green energy industry trend. Looking to the future, the Company will continue to uphold the principle of diligent commitment and thrifty in order to overcome difficulties, to increase revenue and profit, and reward the shareholders’ full support by maintaining a high-profit growth rate.

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I. Report on 2021 Operating Outcome:

  • (I) The individual operating income was NT$12.3 billion, representing an increase of 1.5 % compared to NT$12.1 billion in 2020.

  • (II) The consolidated operating revenue was NT$24.2 billion in 2021, an increase of 18.0 % from NT$20.5 billion in 2020.

  • (III) The consolidated net profit before tax was NT$1.55 billion, representing an increase of 29.8 % compared to NT$1.19 billion in 2020.

  • (IV) The consolidated net profit after tax was NT$1.16 billion, representing an increase of 47.1% compared to NT$790 million in 2020.

  • (V) The earnings per share (EPS) was NT$ 1.87.

II. 2022 Business Outlook:

The global calls and actions to prevent global warming have accelerated the carbon neutrality time frame and the green energy demands, which have spawned a new wave of green business opportunities. The regional geopolitical competition and cooperation and the global logistics system delays have stimulated new supply chain planning concepts. How to quickly meet the clients’ needs will be the focus of the Company’s thinking and planning. In terms of new green business opportunities and production logistics planning for global bases, the Company will seize the opportunities and exert its own advantages and to transform and upgrade its competitiveness and profitability. The following are the policies of the Company for business operations, production, and sale to gradually achieve strategic objectives.

  • (I) Business Policy:

  • Focus on the electric vehicle and medical industry, and increase the related products’ revenue ratio and profit contribution.

  • Meet the clients’ needs, and provide production and logistics solutions for different regional markets.

  • Join forces with strategic partners for automotive-related products to strengthen the automotive business revenues and profits.

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  • (II) Production and Sale Policy:

  • Recruit senior technical development engineers and business talents, improve the technical capabilities for new industries such as electric vehicles and medical equipment, and gradually increase the production capacity of related products in Taiwan.

  • Actively develop 5G, auto, medical, and industrial control related products to seize the online virtual business opportunities in the future while increasing the product breadth and the weight of high gross margin products to improve the Company's profitability.

  • Integrate production resources in Taiwan, mainland China, and Southeast Asia; and plan appropriate production, sales, and logistics models to meet client needs.

  • Find automotive wiring harness manufacturer targets in Taiwan, and increase the automotive wiring harness business revenues and profits through M&A or alliances.

  • Adopt green alternative energy sources, review carbon emission targets, and gradually build green and smart manufacturing production lines. Meanwhile, review raw material procurement policies and product pricing strategies to avoid inflation risks.

  • Express concern for issues of corporate social responsibility, raise the standards for environmentally friendly production, and develop green products in a concerted effort with customers to achieve the goal sustainable operations.

This year’s general environmental changes have become more unpredictable but offer endless business opportunities. The company will actively implement the transformation and upgrading strategy, improve the technical capabilities of automotive products, and expand the revenue of automotive and medical products to optimize the revenue portfolio while maintaining profitability and growth. We will also review green energy policies, energy conservation and emission reduction, fulfill corporate social responsibilities, improve corporate governance, and continue to strive and achieve the goal of sustainable operation.

Chairman of the Board: Managerial Officer: Accounting Supervisor: Sung-Fa Lu Sung-Fa Lu Feng-An Huang

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Attachment 2

Audit Committee’s Review Report

The Board of Directors has prepared the Company’s 2021 business report, financial statements and the earnings distribution table. The Audit Committee has reviewed the aforementioned documents, and concluded that all information is presented fairly. We hereby submit this report in accordance with the provisions of Article 219 of the Company Act and Article 14-4 of the Securities and Exchange Act.

To:

Pan-International Industrial Corp. 2022 General Shareholders Meeting

Chairman of the Audit Committee: Wen-Jung Cheng

March 22 2022

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(2022) Cai-Shen-Bao-Zi No. 21003340

Attachment 3

Auditors’ Report

To Pan-International Industrial Corp.

Audit Opinions

We have audited the Parent Company Only Balance Sheet of Pan-International Industrial Corp. of December 31, 2021 and 2020, and the Parent Company Only Comprehensive Income Statement, Parent Company Only Statement of Changes in Shareholders Equity, the Parent Company Only Statement of Cash Flows, and the Notes to Parent Company Only Financial Statements (including the summary of significant accounting policies) covering the period of January 1 to December 31, 2021 and 2020.

In our opinion, on the basis of the result of our audit and the audit reports presented by other accountants (please refer to additional information section), all the material items prepared in these separate parent company only financial statements are in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers. Therefore, they are able to properly express the separate financial position of Pan-International Industrial Corp. as of December 31, 2021 and 2020, and the parent company only financial performance and parent company only cash flows from January 1 to December 31, 2021 and 2020.

Basis of our opinions

We have conducted the audit according to the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the Generally Accepted Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of Parent Company Only Financial Statements. We are independent of Pan-International Industrial Corp. according to the CPA Code of Professional Ethics of the Republic of China, and we have fulfilled our other ethical responsibilities according to these requirements. On the basis of the result of our audit and the audit reports presented by other certified public accountants, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of 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 parent company only financial statements of Pan-International Industrial Corp. in 2021. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

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Key audit matters in the 2021 Parent Company Only Financial Statements of Pan-International Industrial Corp. are specified below:

Assessment of the provision for valuation loss on inventory

Description

For information on the accounting policy of valuation of inventory, refer to Note 4 (13) of the Notes to Parent Company Only Financial Statements. The accounting estimate, and the uncertainty of assumption of the valuation of inventory is specified in Note 5 (2) of the Notes to Parent Company Only Financial Statements. The inventory items are specified in Note 6 (3) of the Notes to Parent Company Only Financial Statements. As of December 31, 2021, the balance of inventory and provision for valuation loss for Pan-International Industrial Corp. amounted to NT$1,266,346 thousand and NT$44,244 thousand, respectively. The balance of inventory and provision for evaluation loss as stated in the consolidated financial statements of the same date amounted to NT$5,029,126 thousand and NT$176,739 thousand, respectively.

The main product line marketed by Pan-International Industrial Corp. are cables for electronic signals, connectors, PCB and computer peripherals manufactured by subsidiaries. Rapid changes in the technological environment allows for only a short life cycle of the inventory. In addition, the inventory is highly vulnerable to price fluctuations in the market. The result is devaluation due to vfalling prices of inventory, or the risk of phase out is higher. Pan-International Industrial Corp. and its subsidiaries measure the normal sale of inventory using the lower of the cost or the net realizable value. The above provision for the valuation of inventory loss is mainly based on obsolete items or damaged items of inventory. The net realizable value is based on the experience of handling obsolete items of inventory in the estimation. Because the amount of inventory of Pan-International Industrial Corp. and subsidiaries is significant and the inventory covers a great variety of items, it requires human judgment in sorting out the obsolete or damaged items from the inventory. This requires further judgment in the audit. We therefore listed the provision for valuation loss of inventory of PanInternational Industrial Corp. and its subsidiaries as key audit matter.

The appropriate audit procedure

We have conducted the following audit procedures on the provision for valuation loss of obsolete or damaged inventory:

Assess to determine if the policies for recognizing the provision for valuation loss of inventory in the financial statement period is consistent and reasonable.

Examine if the logic of the system of the inventory aging table for the valuation of inventory used by the management is appropriate, in order to confirm that the information presented in the financial statements is congruent with the policies.

Assess to determine if the provision for valuation loss of inventory is reasonable on the basis of the discussion with the management on the valuation of the net realizable value of the obsolete and damaged items of inventory and the supporting documents obtained.

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Appropriateness of Non-Standard Accounting Entries

Description

Accounting entries record the daily transactions that have occurred. They form the financial statement item balances and transaction amounts after posting, accumulating, and classifying. The accounting entries of Pan-International Industrial Corp. are mainly classified into two categories: standard entries and non-standard entries. Standard entries are based on the original transactions' operation processes and approval procedures through the front-end subsystems (sales, purchase, production, and inventory systems). The relevant transaction entries are transferred into the general ledger. For nonstandard entries, the manual operation mode is used to directly record and approve other nonautomatic transfer transactions into the general ledger.

Due to the variety and complexity of non-standard entries, which involve manual work and judgment, Inappropriate accounting entries may lead to major financial statement misrepresentations. Therefore, the CPA believes that non-standard accounting entries have high inherent risks. Therefore, testing for non-standard accounting entries is one of the most critical items to check.

The appropriate audit procedure

The audit procedure used and the general summary is specified as follows:

Understand and evaluate the nature of non-standard accounting entries as well as the effectiveness of the entry generation process and control and the appropriateness of the division of rights and responsibilities for relevant personnel, including subjects such as inappropriate personnel, time, and accounting.

Based on the preceding understanding and evaluation, check the appropriateness of the relevant supporting documents and entries for non-standard entries that were identified as high-risk entries, and ensure they have been established and approved by the responsible personnel.

Additional information - audits conducted by other auditors

Some of the investee companies of Pan-International Industrial Corp. accounted for under the equity method were presented in the Parent Company Only Financial Statements. We did not audit the financial statements of these companies. These financial statements were audited by other certified public accountants, and we have made adjustments to these financial statements to make them consistent in accounting policy and conducted necessary examination procedures. Therefore, we presented an opinion on the above parent company only financial statements and the amount presented thereof is based on the auditors’ report of the other certified public accountants. The investment of the above companies accounted for under the investment by equity method amounted to NT$2,699,707thousand and NT$2,837,693 thousand as of December 31, 2021 and 2020, which accounted for 16% and 19% of the parent company only total assets, respectively. The comprehensive income recognized by the aforementioned companies in the period of January 1 to December 31, 2021 and 2020, amounted to NT$372,751 thousand and NT$179,547 thousand, and accounted for 24% and 25% of the parent company only comprehensive incomes, respectively.

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Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements.

Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements free from materials misstatement, whether due to fraud or error.

In preparing the parent company only financial statements., management is responsible for assessing the ability of Pan-International Industrial Corp. to continue as a going concern, disclosing relevant matters, and using the going concern basis of accounting, unless management either intends to liquidate Pan-International Industrial Corp. or to cease operations, or has no realistic alternative but to do so.

Those charged with governance (including the Auditing Committee) are responsible for overseeing the financial reporting process of Pan-International Industrial Corp.

Auditor’s Responsibilities for the Audit of the Parent Company Only Financial Statements

Our objectives are to obtain reasonable assurance whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with generally accepted auditing standards of the Republic of China will always detect a material misstatement in the parent company only financial statements when it exists. Misstatements can arise from fraud or error. These are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.

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

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

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of Pan-International Industrial Corp.

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

Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on Pan-International Industrial Corp. and its ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause Pan-International Industrial Corp. to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the parent company only financial

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statements (including the notes to the statements), and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Obtain sufficient appropriate audit evidence regarding the financial information of the entities within Pan-International Industrial Corp. to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the separate audit, and we are responsible for forming an audit opinion on the parent company only financial statements.

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 parent company only financial statements of PanInternational Industrial Corp. in 2021 and therefore are 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.

PwC Taiwan

Yung-Chien Hsu

Independent Auditors

Min-Chuan Feng

Former Financial Supervisory Commission, Executive Yuan Approval No.: (84)Tai-Cai-Cheng-VI No. 13377 Former Securities and Futures Bureau, Financial Supervisory Commission, Executive Yuan Approval No.: Jin-Guan-Cheng-VI-Zi No. 0960038033

March 22, 2022

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Pan-International Industrial Corp. Parent Company Only Balance Sheet December 31, 2021 and 2020

Unit: NTD thousand

Unit: NTD thousand
Assets
Current assets
1100
Cash and cash equivalents

1170
Net accounts receivable

1180
Accounts receivable - Related
parties net

1200
Other receivables

130X
Inventory

1479
Other current assets -others
11XX
Total current assets
Non-Current Assets
1517
Financial assets measured at fair
value through other comprehensive
income - Non-current

1550
Investment by equity method

1600
Property, plant, and equipment

1760
Net investment property

1840
Deferred tax assets

1900
Other non-current assets
15XX
Total non-current assets
1XXX
Total assets
Note December 31, 2021 December 31, 2020
Amount
%
$ 1,376,015
9

938,742
6
1,489,916
10

423,543
3

156,274
1

2,270
-

4,386,760
29
1,233,266
9

9,254,068
62

18,788
-

34,371
-

27,451
-

248
-

10,568,192
71
$ 14,954,952
100
Amount % Amount
$ 1,376,015

938,742
1,489,916

423,543

156,274

2,270

4,386,760
1,233,266

9,254,068

18,788

34,371

27,451

248

10,568,192
$ 14,954,952
6 (1)
6 (2)
7
7
6 (3)
6 (4)
6 (5)
6 (6)
6 (7)
6 (20)
$ 1,570,109
1,035,702
1,783,997
76,087
1,222,102
2,315

9

6
10

1

7

-
5,690,312
33
1,694,849
9,715,551
17,980
34,151
18,076
48,649
10

57

-

-

-

-
11,529,256
67
$ 17,219,568
100

(To be Continued)

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Pan-International Industrial Corp. Parent Company Only Balance Sheet December 31, 2021 and 2020

Unit: NTD thousand

LIABILITIES AND EQUITY Note
December 31, 2021
December 31, 2020
Amount
%
Amount
%
6 (8)
$ 553,600
3 $ 1,367,040
9
6 (15)
628,363
4
42,286
-
1,484,688
9
661,873
4
7
1,633,370
9
1,299,798
9
6 (9)
184,233
1
174,857
1
6 (20)
144,503
1
77,878
1
555
-
500
-
4,629,312
27
3,624,232
24
6 (20)
165,104
1
147,286
1
6 (10)
8,624
-
12,459
-
5,186
-
5,186
-
178,914
1
164,931
1
4,808,226
28
3,789,163
25
6 (11)
5,183,462
30
5,183,462
35
6 (12)
1,503,606
8
1,503,606
10
6 (13)
1,138,619
7
1,062,342
7
1,349,724
8
1,312,274
9
4,308,365
25
3,453,829
23
6 (14)
(
1,072,434 ) (
6 ) (
1,349,724 ) (
9 )
12,411,342
72
11,165,789
75
9
$ 17,219,568
100 $ 14,954,952
100
Current liability
2100
Short-term borrowings
2130
Contractual liabilities -
Current
2170
Accounts payable
2180
Accounts payable -
Related parties
2200
Other payables
2230
Current tax liabilities
2399
Other current liabilities -
Other
21XX
Total current
liabilities
Non-current liabilities
2570
Deferred tax liabilities
2640
Net defined benefit
liabilities- noncurrent
2670
Other noncurrent
liabilities - others
25XX
Total non-current
liabilities
2XXX
Total liabilities
interests
Share capital
3110
Common share capital
Capital surplus
3200
Capital surplus
Retained earnings
3310
Legal reserve
3320
Special reserve
3350
Unappropriated earnings
Other equities
3400
Other equities
3XXX
Total equity
Significant Contingent
Liabilities and Unrecognized
Commitments
3X2X
Total liabilities and
equity

The notes to the parent company only financial statements attached constitute an integral part of the parent company only financial statements, please refer to them, too.

Chairman of the Board: Sung-Fa Lu Managerial Officer: Sung-Fa Lu

Accounting Supervisor: Feng-An Huang

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Pan-International Industrial Corp.

Parent Company Only Comprehensive Income Statement January 1 to December 31, 2021 and 2020

Unit: NTD thousand (except in NTD for earnings per share)

Item Note 2021
4000
Operating revenue
5000
Operating cost
5900
Operating profit margin
Operating expenses
6100
Selling and marketing expenses
6200
General and administrative expenses
6300
Research and development expenses
6450
Expected credit impairment
6000
Total operating expenses
6900
Operating profit
Non-operating income and expense
7100
Interest income
7010
Other income
7020
Other gains and losses
7050
Financial costs
7070
The proportion of income from
subsidiaries, associates, and joint ventures
accounted for under the equity method
7000
Total non-operating income and expenses
7900
Net income before tax
7950
Income tax expense
8200
Net income for the period
Other comprehensive income (net)
Items that will not be reclassified
subsequently to profit or loss
8311
Remeasured value of defined benefit plan
8316
Unrealized evaluation profit and loss of
equity instrument investment measured at
fair value through other comprehensive
income
8330
The other comprehensive income from
subsidiaries, associates, and joint ventures
accounted for under the equity method-
items not reclassified as income
8349
Income tax related to items not reclassified
8310
Total of items not reclassified to profit or
loss
Items that may be reclassified
subsequently to profit or loss:
8361
Currency translation difference
8360
Total of items that may be reclassified
subsequently to profit or loss:
8300
Other comprehensive income (net)
8500
Total comprehensive income in the
current period
Earnings per share (EPS)
9750
Basic earnings per share
9850
Diluted earnings per share
6 (15) and 7
6 (13) (18) and 7
6 (18)
12 (2)
6 (16)
6 (17)
6 (19)

6 (20)
6 (10)
6 (14)
6 (21)
6 (20)
6 (14)
6 (22)

The notes to the parent company only financial statements attached constitute an integral part of the parent company only financial statements, please refer to them, too.

Chairman of the Board: Sung-Fa Lu Managerial Officer: Sung-Fa Lu

Accounting supervisor: Feng-An Huang

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Pan-International Industrial Corp. Parent Company Only Statement of Changes in Shareholders Equity January 1 to December 31, 2021 and 2020

Note Common share
capital
Capital surplus Retained earnings Retained earnings
Capital reserve -
Issuancepremium

Capital reserve -
Treasury share
transaction
Capital reserve -
difference between
the price and face
value from the
acquisition or
disposal of equity
with subsidiaries.
Legal reserve
Special reserve Unappropriated
earnings
Currency translation
difference
2020
January 1
Net income for the period
Other comprehensive
income recognized for the
period
6 (14) (21)
Total comprehensive income in
the current period
Earnings distribution and
provisions for 2019:
6 (13)
Provision of legal reserve
Provision of special reserve
Cash dividends
Equity instruments measured at
fair value through other
comprehensive income
6 (14)
December 31
2021
January 1
Net income for the period
Other comprehensive
income recognized for the
period
6 (14) (21)
Total comprehensive income in
the current period
Earnings distribution and
provisions for 2020:
6 (13)
Provision of legal reserve
Provision of special reserve
Cash dividends
The invested company's capital
reduction refund exceeded the
book value
Equity instruments measured at
fair value through other
comprehensive income
6 (14)
December 31
$ 5,183,462 $ 1,402,318 $ 98,543 $ 2,745 $ 959,410 $ 883,205 $ 3,741,403

663,190

20,860

684,050
(
102,932 )
(
429,069 )
(
518,346 )

78,723
$ 3,453,829
$ 3,453,829

967,232

1,128

968,360
(
76,277 )
(
37,450 )
(
336,925 )

641

336,187
$ 4,308,365
($ 1,061,916 )

-
(
101,216 )
(
101,216 )

-

-

-

-

($ 1,163,132 )
($ 1,163,132 )

-
(
197,527 )
(
197,527 )

-

-

-

-

-

($ 1,360,659 )
(


(
(
(


(
-

-

-

-

-

-

-

-

-

-

-

-
-
-

-

-

-

-
-
-
-
-

-

-

-

-

-

-

-

-
-

-

-

-

-


102,932

-

-

-

-

429,069

-

-
$ 5,183,462 $ 1,402,318 $ 98,543 $ 2,745 $ 1,062,342 $ 1,312,274
$ 5,183,462 $ 1,402,318 $ 98,543 $ 2,745 $ 1,062,342 $ 1,312,274
-

-

-

-

-

-

-

-

-

-

-

-
-
-

-

-

-

-
-
-
-
-
-

-

-

-

-

-

-

-

-

-

-
-

-

-

-

-

-


76,277

-

-

-

-

-

37,450

-

-

-
$ 5,183,462 $ 1,402,318 $ 98,543 $ 2,745 $ 1,138,619 $ 1,349,724

The notes to the parent company only financial statements attached constitute an integral part of the parent company only financial statements, please refer to them, too.

Managerial Officer: Sung-Fa Lu

Chairman of the Board: Sung-Fa Lu

Accounting Supervisor: Feng-An Huang

-16-

Pan-International Industrial Corp. Parent Company Only Statement of Cash Flows January 1 to December 31, 2021 and 2020

CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax
Adjustments
income and expenses items
Depreciation expenses and amortizations
Provision for expected credit impairment loss
Net benefits of financial assets and liabilities
measured at fair value through the income
Interest expense
Interest income
Dividend income
The proportion of income from subsidiaries,
associates, and joint ventures accounted for under the
equity method
Unrealized foreign exchange gain
Changes in assets/liabilities related to operating
activities
Net change in assets related to operating activities
Net accounts receivable
Accounts receivable - Related parties net
Inventory
Other receivables
Other current assets
Net change in liabilities related to operating activities
Accounts payable
Accounts payable - Related parties
Other payables
Other current liabilities
Other non-current liabilities
Contractual liabilities
Cash inflow from operations
Income tax paid
Net cash inflow from operating activities
Cash flows from investing activities
Decrease of funds lend to related parties
Return of investment shares using the investment by
equity method
Proceeds from disposal of financial assets measured at fair
value through other comprehensive income
Refund of capital investment in financial assets measured
at fair value through other comprehensive income
Purchase of property, plant and equipment
Decrease (increase) of receivables from purchase of
materials for a third party
Decrease in refundable deposits
Interest received
Dividend received
Acquisition of financial assets at fair value through profit
or loss
Disposal of financial assets at fair value through profit or
loss
Increase in other non-current assets
Net cash inflow (outflow) from investment
activities
Cash flows from financing activities
Decrease in short-term borrowings
Interest paid
Cash dividend payment
Net cash outflow from financing activities
Increase in cash and cash equivalents in the current period
Cash and cash equivalents at the beginning of the period
Cash and cash equivalents at the end of the period
Unit: NTD thousand
Note
January 1 to December 31,
2021
January 1 to December 31,
2020
$ 1,146,747 $ 758,715
6 (18)
1,403
1,544
12 (2)
1,937
1,848
6 (17)
(
11,188 )
-
6 (19)
5,302
21,966
(
6,276 ) (
8,343 )
6 (16)
(
25,200 )
-
(
427,452 ) (
341,342 )
6 (23)
(
29,160 ) (
73,935 )
(
98,782 )
452,597
(
294,196 )
1,222,520
(
1,065,828 )
612,472
97,204
42,563
(
7,200 )
1,141

822,815 (
433,166 )
333,572 (
802,798 )
(
7,034 ) (
41,780 )
- (
268 )
- (
2,151 )
586,077
5,838
1,022,741
1,417,421
(
85,841 ) (
54,167 )
936,900
1,363,254
284,800
946
110,000
-
-
166,954
9,060
9,439
6 (6)
(
88 ) (
220 )
(
6,804 )
3,423
-
211
6,276
8,343
25,200
-
(
1,902 )
-
5,846
-
(
48,687 )
-
383,701
189,096
6 (23)
(
784,280 ) (
132,975 )
(
5,302 ) (
21,966 )
6 (13)
(
336,925 ) (
518,346 )
(
1,126,507 ) (
673,287 )
194,094
879,063
1,376,015
496,952
$ 1,570,109$ 1,376,015

The notes to the parent company only financial statements attached constitute an integral part of the parent company only financial statements, please refer to them, too.

Chairman of the Board: Sung-Fa Lu Managerial Officer: Sung-Fa Lu

Accounting Supervisor: Feng-An Huang

-17-

Independent Auditors’ Review Report (2022) Cai-Shen-Bao-Zi No. 21003341

To Pan-International Industrial Corp.

Audit Opinions

We have audited the consolidated balance sheet of December 31, 2021 and December 31, 2020, the consolidated comprehensive income sheet, consolidated statement of changes in equity, consolidated statement of cash flows from January 1 to December 31, 2021 and 2020, and the notes to the consolidated financial statements (including the summary of material accounting policies) of PanInternational Industrial Corp. and its subsidiaries (hereinafter “Pan-International Group”).

In our opinion, on the basis of the result of our audit and the audit reports presented by other accountants (please refer to additional information section), all the material items prepared in these consolidated financial statements are in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), interpretations and interpretation announcements recognized by the Financial Supervisory Commission. Therefore, they are able to properly express the consolidated financial status of Pan-International Group as of December 31, 2021 and 2020, and the consolidated financial performance and consolidated cash flows from January 1 to December 31, 2021 and 2020.

Basis of our opinions

We have conducted the audit according to the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the Generally Accepted Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of Consolidated Financial Statements. We are independent of PanInternational Group in accordance with the CPA Code of Professional Ethics of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. On the basis of the result of our audit and the audit reports presented by other certified public accountants, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of 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 consolidated financial statements of the Group in 2021. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

The key audit matters of the consolidated financial statements of the year 2021 of Pan-International Group are as follows:

Assessment of the provision for valuation loss on inventory

-18-

Description

For additional information on the accounting policy of inventory valuation, refer to Note 4 (14) of the consolidated financial statements. For information on the uncertainty of accounting estimates and assumptions for inventory valuation, refer to Note 5 (2) of the consolidated financial statements. For a description of the inventory items, refer to Note 6 (4) of the consolidated financial statements. As of December 31, 2021, Pan-International Group recognized inventory loss and provision for valuation loss of inventory amounting to NT$5,029,126 thousand and NT$176,739 thousand, respectively.

Pan-International Group mainly produces cables for electronic signals, connectors, PCB and computer peripherals manufactured by subsidiaries. Rapid changes in the technological environment allow for only a short life cycle of the inventory. In addition, the inventory is highly vulnerable to price fluctuations in the market. The result is devaluation due to falling prices of inventory, or the risk of phase out is higher. Pan-International Group measures the normal sale of inventory using the lower of the cost or the net realizable value. The above provision for the valuation of inventory loss is mainly based on obsolete items or damaged items of inventory. The net realizable value is based on the experience of handling obsolete items of inventory in the estimation. Because the amount of inventory of Pan-International Group is significant and the inventory covers a great variety of items, it requires human judgment in sorting out the obsolete or damaged items from the inventory. This requires further judgment in the audit. We therefore listed the provision for valuation loss of inventory of Pan-International Group as key audit matter.

The appropriate audit procedure

We have conducted the following audit procedures on the provision for valuation loss of obsolete or damaged inventory:

Assess to determine if the policies for recognizing the provision for valuation loss of inventory in the financial statement period is consistent and reasonable.

Examine if the logic of the system of the inventory aging table for the valuation of inventory used by the management is appropriate, in order to confirm that the information presented in the financial statements is congruent with the policies.

Assess to determine if the provision for valuation loss of inventory is reasonable on the basis of the discussion with the management on the valuation of the net realizable value of the obsolete and damaged items of inventory and the supporting documents obtained.

Appropriateness of Non-Standard Accounting Entries

Description

Accounting entries record the daily transactions that have occurred. They form the financial statement item balances and transaction amounts after posting, accumulating, and classifying. The accounting entries of Pan-International Group are mainly classified into two categories: standard entries and nonstandard entries. Standard entries are based on the original transactions' operation processes and approval procedures through the front-end subsystems (sales, purchase, production, and inventory systems). The relevant transaction entries are transferred into the general ledger. For non-standard entries, the manual operation mode is used to directly record and approve other non-automatic transfer transactions into the general ledger.

Due to the variety and complexity of non-standard entries, which involve manual work and judgment, Inappropriate accounting entries may lead to major financial statement misrepresentations. Therefore, the CPA believes that non-standard accounting entries have high inherent risks. Therefore, testing for non-standard accounting entries is one of the most critical items to check.

-19-

The appropriate audit procedure

The audit procedure used and the general summary is specified as follows:

Understand and evaluate the nature of non-standard accounting entries as well as the effectiveness of the entry generation process and control and the appropriateness of the division of rights and responsibilities for relevant personnel, including subjects such as inappropriate personnel, time, and accounting.

Based on the preceding understanding and evaluation, check the appropriateness of the relevant supporting documents and entries for non-standard entries that were identified as high-risk entries, and ensure they have been established and approved by the responsible personnel.

Additional information - audits conducted by other auditors

Some of the investee companies of Pan-International Group accounted for under the equity method were presented in the consolidated financial statements. We did not audit the financial statements of these companies. These financial statements were audited by other certified public accountants, and we have made adjustments to these financial statements to make them consistent in accounting policy and conducted necessary examination procedures. Therefore, the opinions on the aforementioned consolidated financial statements regarding the amount presented in the aforementioned financial statements of these companies before adjustment were based on the Auditors’ Report of other certified public accountants. The total assets of the aforementioned companies (including the investment by equity method) as of December 31, 2021 and 2020, amounted to NT$6,473,851 thousand and NT$5,766,000 thousand, respectively, accounting for 27% and 28% of the consolidated total assets, respectively. Revenue for the years ended December 31, 2021 and 2020, amounted to NT$7,356,134 thousand and NT$5,225,571 thousand, respectively, accounting for 30% and 25% of the consolidated net operating revenue, respectively.

Additional information - Issuance of Auditors’ Report on Parent Company Only Financial Statements

Pan-International Industrial Corp. has prepared the parent company only financial statements of 2021 and 2020. We have audited these statements and issued an unqualified opinion and additional information. Auditors’ Reports issued by other accountants are on record for reference.

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 IFRS, IAS, IFRIC and SIC recognized by the Financial Supervisory Commission and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

-20-

In preparing the consolidated financial statements., management is responsible for assessing the ability of Pan-International Group to continue as a going concern, disclosing relevant matters, and using the going concern basis of accounting, unless management either intends to liquidate PanInternational Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance (including the Auditing Committee) are responsible for overseeing the financial reporting process of Pan-International Group.

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with auditing principles generally accepted in the Republic of China will always detect a material misstatement in the financial statements when it exists. Misstatements can arise from fraud or error. These are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

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

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of Pan-International Group.

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

Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on Pan-International Group and its ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause Pan-International Group to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the consolidated financial statements (including the notes to the statements), and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Obtain sufficient appropriate audit evidence regarding the financial information of the entities 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, and we are responsible for forming an audit opinion on the Group.

-21-

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 of PanInternational Group in 2021 and therefore are 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.

PwC Taiwan

Yung-Chien Hsu

Independent Auditors

Min-Chuan Feng

Former Financial Supervisory Commission, Executive Yuan Approval No.: (84)Tai-Cai-Cheng-VI No. 13377 Former Securities and Futures Bureau, Financial Supervisory Commission, Executive Yuan Approval No.: Jin-Guan-Cheng-VI-Zi No. 0960038033

March 22, 2022

-22-

Pan-International Industrial Corp. and Subsidiaries Consolidated Balance Sheets

December 31, 2021 and 2020

Unit: NTD thousand

Assets
Current assets
1100
Cash and cash equivalents

1110
Financial assets at FVTPL - Current
1150
Net notes receivable

1170
Net accounts receivable

1180
Accounts receivable - Related
parties net

1200
Other receivables

130X
Inventory

1470
Other current assets

11XX
Total current assets
Non-Current Assets
1517
Financial assets measured at fair
value through other comprehensive
income - Non-current

1550
Investment by equity method

1600
Property, plant, and equipment

1755
Right-of-use assets

1760
Net investment property

1780
Intangible asset

1840
Deferred tax assets

1900
Other non-current assets

15XX
Total non-current assets
1XXX
Total assets
Note December 31, 2021 December 31, 2021 December 31, 2020
Amount
%
$ 7,544,242
36

54,250
-

41
-

2,564,231
12

2,759,169
13

118,590
1

1,967,196
10

159,825
1

15,167,544
73

2,367,713
12

804,554
4

1,670,684
8

288,179
1

234,558
1

36,963
-

90,266
1

19,163
-

5,512,080
27
$ 20,679,624
100
Amount % Amount
$ 7,544,242

54,250

41

2,564,231

2,759,169

118,590

1,967,196

159,825

15,167,544

2,367,713

804,554

1,670,684

288,179

234,558

36,963

90,266

19,163

5,512,080
$ 20,679,624
6 (1)
6 (2)
6 (3)
6 (3)
7
6 (5) and 7
6 (4)
8
6 (5)
6 (6) and 8
6 (7) and 8
6 (8) and 8
6 (9) and 8
6 (10)
6 (24)
6 (13) and 8
$ 6,241,785
11,336
5,707
2,917,801
3,305,089
706,222
4,852,387
267,069

26

-

-

12

13

3

20

1
18,307,396
75
2,406,698
742,334
2,152,912
319,099
214,527
36,218
73,568
69,672

10

3

9

2

1

-

-

-
6,015,028
25
$ 24,322,424
100

(To be Continued)

-23-

Pan-International Industrial Corp. and Subsidiaries Consolidated Balance Sheets

December 31, 2021 and 2020

Unit: NTD thousand

LIABILITIES AND EQUITY Note
December 31, 2021
December 31, 2020
Amount
%
Amount
%
6 (11)
$ 1,028,206
4 $ 1,568,333
8
6 (19) and 7
939,066
4
395,622
2
64,745
-
-
-
4,883,276
20
2,813,815
14
7
1,312,672
6
1,356,093
7
6 (12)
1,246,495
5
905,806
4
252,298
1
309,283
1
7
79,991
-
73,157
-

25,990
-
28,282
-
9,832,739
40
7,450,391
36
6 (24)
290,552
1
269,971
1
7
86,182
1
147,802
1
6 (13)
19,036
-
23,166
-
395,770
2
440,939
2
10,228,509
42
7,891,330
38
6 (14)
5,183,462
21
5,183,462
25
6 (15)
1,503,606
6
1,503,606
8
6 (16)
1,138,619
5
1,062,342
5
1,349,724
6
1,312,274
6
4,308,365
18
3,453,829
17
6 (17)
(
1,072,434 ) (
5 ) (
1,349,724 ) (
7 )
12,411,342
51
11,165,789
54
6 (18)
1,682,573
7
1,622,505
8
14,093,915
58
12,788,294
62
9
$ 24,322,424
100 $ 20,679,624
100
Current liability
2100
Short-term borrowings

2130
Contractual liabilities - Current
2150
Notes payable
2170
Accounts payable
2180
Accounts payable - Related
parties

2200
Other payables

2230
Current tax liabilities
2280
Lease liabilities - Current

2399
Other current liabilities - Other
21XX

Total current liabilities
Non-current liabilities
2570
Deferred tax liabilities

2580
Lease liabilities - Non-current

2600
Other non-current liabilities

25XX
Total non-current liabilities
2XXX
Total liabilities
Equity attributable to owners of
the parent company
Share capital

3110
Common share capital
Capital surplus

3200
Capital surplus
Retained earnings

3310
Legal reserve
3320
Special reserve
3350
Unappropriated earnings
Other equities

3400
Other equities
31XX
Total equity attributable to
owners of the parent company
36XX
Non-controlling interests

3XXX
Total equity
Significant Contingent Liabilities
and Unrecognized Commitments

3X2X
Total liabilities and equity

The attached notes to the consolidated financial report are part of this consolidated financial report. Please refer to them, too.

Chairman: Sung-Fa Lu Managerial Officer: Sung-Fa Lu Accounting supervisor: Feng-An Huang

-24-

Pan-International Industrial Corp. and Subsidiaries Consolidated Statements of Comprehensive Income January 1 to December 31, 2021 and 2020

Unit: NTD thousand (except in NTD for earnings per share)

Item Note 2021
4000
Operating revenue

5000
Operating cost

5900
Operating profit margin
Operating expenses

6100
Selling and marketing expenses
6200
General and administrative expenses
6300
Research and development expenses
6450
Expected credit impairment

6000
Total operating expenses
6900
Operating profit
Non-operating income and expense
7100
Interest income
7010
Other income

7020
Other gains and losses

7050
Financial costs

7060
Share of profits and losses of affiliated
companies and joint ventures recognized by the
equity method

7000
Total non-operating income and expenses
7900
Net income before tax
7950
Income tax expense

8200
Net income for the period
6 (19) and 7
6 (4) (22) and 7
6 (22)
12 (2)
6 (20)
6 (21)
6 (23)
6 (6)
6 (24)

(To be Continued)

-25-

Pan-International Industrial Corp. and Subsidiaries Consolidated Statements of Comprehensive Income

January 1 to December 31, 2021 and 2020

Unit: NTD thousand

(except in NTD for earnings per share)

Unit: NTD thousand
(except in NTD for earnings per share)
Item 2021
2020
Note
Amount
%
Amount
%
6 (14)
$ 1,547
- $ 26,079
-
6 (17)
847,889
3
142,489
1
6 (24)
(
37,195 )
- (
5,233 )
-
812,241
3
163,335
1
6 (17) (18)
(
308,852 ) (
1 ) (
161,568 ) (
1 )
(
308,852 ) (
1 ) (
161,568 ) (
1 )
$ 503,389
2 $ 1,767
-
$ 1,665,986
7 $ 792,262
4
$ 967,232
4 $ 663,190
3
195,365
1
127,305
1
$ 1,162,597
5 $ 790,495
4
$ 1,581,837
7 $ 725,323
4
84,149
-
66,939
-
$ 1,665,986
7 $ 792,262
4
6 (25)
$ 1.87 $ 1.28
$ 1.86 $ 1.27
Items that will not be reclassified subsequently to
profit or loss
8311
Remeasured value of defined benefit plan

8316
Unrealized evaluation profit and loss of equity
instrument investment measured at fair value through
other comprehensive income

8349
Income tax related to items not reclassified

8310
Total of items not reclassified to profit or loss
Items that may be reclassified subsequently to profit
or loss:
8361
Currency translation difference

8360
Total of items that may be reclassified subsequently
to profit or loss:
8300
Other comprehensive income (net)
8500
Total comprehensive income in the current period
NET PROFIT ATTRIBUTABLE TO:
8610
Owners of the parent company
8620
Non-controlling interests
Total comprehensive income attributable to:
8710
Owners of the parent company
8720
Non-controlling interests
Earnings per share (EPS)

9750
Basic earnings per share
9850
Diluted earnings per share

The attached notes to the consolidated financial report are part of this consolidated financial report. Please refer to them, too.

Chairman: Sung-Fa Lu

Managerial Officer: Sung-Fa Lu Accounting supervisor: Feng-An Huang

-26-

Pan-International Industrial Corp. and Subsidiaries Consolidated Statements of Changes Equity January 1 to December 31, 2021 and 2020

Unit: NTD thousand

2020
Balance on January 1
Net income for the period
Other comprehensive income
recognized for the period

Total comprehensive income in
the current period
Earnings distribution and provisions
for 2019:

Provision of legal reserve
Provision of special reserve
Cash dividends
Equity instruments measured at fair
value through other comprehensive
income

Decrease in non-controlling
interests

Balance on December 31
2021
Balance on January 1
Net income for the period
Other comprehensive income
recognized for the period

Total comprehensive income in
the current period
Earnings distribution and provisions
for 2020:

Provision of legal reserve
Provision of special reserve
Cash dividends
Decrease in non-controlling
interests

The refund of share payments from
the investee’s capital reduction
exceeds the book value
Equity instruments measured at fair
value through other comprehensive
income

Balance on December 31
Note Equitya ttributable to owners ttributable to owners of theparent compa ny Non-controlling
interests
Total Equity
Common share
capital
Capital surplus Retained earnings Othe r equities Total
Capital reserve -
Issuance
premium
Capital reserve
- Treasury share
transaction
Legal reserve Special reserve Unappropriated
earnings
$ 3,741,403

663,190

20,860

684,050
(
102,932 )
(
429,069 )
(
518,346 )

78,723

-
$ 3,453,829
$ 3,453,829

967,232

1,128

968,360
(
76,277 )
(
37,450 )
(
336,925 )

-

641

336,187
$ 4,308,365
Unappropriated
earnings
Currency
translation
difference
Unrealized Gain (Loss)
on Financial Assets at
Fair Value through
Other Comprehensive
Income
6 (17)
6 (16)
6 (17)
6 (18)
6 (17)
6 (16)
6 (18)
6 (5) (17)
$ 5,183,462 $ 1,402,318 $ 101,288 $ 959,410 $ 883,205 (

(
(





(
(

(
(






(
$ 1,061,916 )

-

101,216 )

101,216)

-

-

-

-

-
$ 1,163,132 )
$ 1,163,132 )

-

197,527 )

197,527 )

-

-

-

-

-

-
$ 1,360,659 )
($ 250,358 )

-

142,489

142,489

-

-

-

(
78,723 )

-
($ 186,592 )
($ 186,592 )

-

811,004

811,004

-

-

-


-

-

336,187
$ 288,225
$ 10,958,812
663,190
62,133
725,323
-
-
(
518,346 )
-
-
$ 11,165,789
$ 11,165,789
967,232
614,605
1,581,837
-
-
(
336,925 )
-
641
-
$ 12,411,342
$ 1,619,122

127,305
(
60,366 )
66,939

-

-

-

-
(
63,556 )
$ 1,622,505
$ 1,622,505

195,365
(
111,216 )

84,149

-

-

-
(
24,081 )

-

-
$ 1,682,573
$ 12,577,934

790,495

1,767
792,262

-

-
(
518,346 )
-
(
63,556
)
$ 12,788,294
$ 12,788,294

1,162,597

503,389
1,665,986

-

-
(
336,925 )
(
24,081
)
(
641
)
(
-
)
$ 14,093,915
-
-

-

-

-

-

-

-

-

-
-
-

-

-

-
-
-
-
-
-

-

-

-

-

-

-

-

-

-

-

102,932

-

-

-

-

-

429,069

-

-

-
$ 5,183,462 $ 1,402,318 $ 101,288 $ 1,062,342 $ 1,312,274
$ 5,183,462 $ 1,402,318 $ 101,288 $ 1,062,342 $ 1,312,274
-
-

-

-

-

-

-

-

-

-
-
-

-

-

-
-
-
-
-
-
-

-

-

-

-

-

-

-

-

-

-

-

-

76,277

-

-

-

-

-

-

37,450

-

-

-

-
$ 5,183,462 $ 1,402,318 $ 101,288 $ 1,138,619 $ 1,349,724

The attached notes to the consolidated financial report are part of this consolidated financial report. Please refer to them, too.

Chairman: Sung-Fa Lu

Managerial Officer: Sung-Fa Lu Accounting supervisor: Feng-An Huang

-27-

Pan-International Industrial Corp. and Subsidiaries

Consolidated Statements of Cash Flows January 1 to December 31, 2021 and 2020

CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax
Adjustments
income and expenses items
Depreciation expenses and amortizations

Provision for expected credit impairment loss

Net benefits of financial assets and liabilities measured at
fair value through the income

Interest expense

Interest income
Dividend income

Income from rental reduction
Share of profits and losses of affiliated companies
recognized by the equity method

Unrealized foreign exchange gain
Net loss from the disposal of property, plant and equipment
Gain on disposal of investments

Changes in assets/liabilities related to operating activities
Net change in assets related to operating activities
Financial assets and liabilities measured at fair value
through the income
Net notes receivable
Net accounts receivable
Accounts receivable - Related parties net
Other receivables
Inventory
Other current assets
Net change in liabilities related to operating activities
Notes payable
Accounts payable
Accounts payable - Related parties
Other payables
Other current liabilities
Contractual liabilities
Other non-current liabilities
Cash inflow from operations
Income tax paid
Net cash inflow from operating activities
Cash flows from investing activities
Acquisition of financial assets at fair value through profit or loss
Disposal of financial assets at fair value through profit or loss
Proceeds from disposal of financial assets measured at fair value
through other comprehensive income

Refund of capital investment in financial assets measured at fair
value through other comprehensive income
Acquisition of subsidiaries (deducting cash acquired)

Purchase property, plant and equipment assets

Proceeds from disposal of property, plant and equipment
Increase in refundable deposits
Decrease in refundable deposits
Increase in other non-current assets
Interest received
Dividend received
Net cash inflow (outflow) from investment activities
Cash flows from financing activities
Increase (decrease) in short-term borrowings

Lease principal repayment
Cash dividend payment

Interest paid
Number of cash dividends paid to non-controlling interests

Net cash outflow from financing activities
Impact of changes in the exchange rate on cash and cash
equivalents
Increase (decrease) in cash and cash equivalents in the current
period
Cash and cash equivalents at the beginning of the period
Cash and cash equivalents at the end of the period
Unit: NTD thousand
Note
January 1 to December 31,
2021
January 1 to December 31,
2020
$ 1,549,425 $ 1,193,266
6 (22)
417,290
398,648
12 (2)
3,682
15,297
6 (21)
(
29,210
) (
48,804
)
6 (23)
12,892
35,099
(
84,741 ) (
111,701 )
6 (20)
(
25,416 ) (
1,547 )
(
3,123 ) (
4,308 )
6 (6)
62,220
34,001
(
29,160 ) (
73,935 )
6 (21)
4,955
9,986
6 (21)
(
14,520 )
-
58,548
73,172
(
20,641 )
6,163
(
392,468 ) (
28,825 )
(
345,508 )
1,345,988
(
24,185 ) (
19,447 )
(
2,510,368 )
504,125
(
93,717 )
39,449
(
54,870 )
-
1,557,708 (
491,909 )
(
31,598 ) (
837,050 )
85,959 (
132,455 )
(
8,414 ) (
13,969 )
543,444
132,511
(
5,452 ) (
24,365)
622,732
1,999,390
(
424,956) (
266,843)

197,776
1,732,547

(
1,902 )
-
5,846
-
6 (5)
239,883
285,612
9,060
10,271
6 (27)
(
100,004 )
-
6 (27)
(
624,820 ) (
339,936 )
13,594
41,610
- (
691 )
3,368
616
(
61,523 ) (
6,711 )
84,741
111,965
25,416
1,547
(
406,341)
104,283
6 (28)
(
493,359 )
67,382
(
59,263 ) (
65,934 )
6 (16)
(
336,925 ) (
518,346 )
(
12,892 ) (
34,549 )
6 (18)
(
61,002 ) (
63,556)
(
963,441) (
615,003)
(
130,451 )
121,904
(
1,302,457 )
1,343,731
7,544,242
6,200,511
$ 6,241,785 $ 7,544,242

The attached notes to the consolidated financial report are part of this consolidated financial report. Please refer to them, too.

Chairman: Sung-Fa Lu

Managerial Officer: Sung-Fa Lu

Accounting supervisor: Feng-An Huang

28

Attachment 4

Pan-International Industrial Corp. Earnings Distribution Table

2021

Unit:

Item

Unappropriated retained earnings at beginning of the term

Plus: Ensure the remeasured amount is recognized as retained surplus after determining the benefit plan. Plus: Use equity instruments at fair value through other comprehensive income to transfer benefits to retained surplus. Plus: Net income after tax

Minus: Appropriated statutory surplus reserve Add: Special Surplus Reserve Reversed Earnings available for distribution

In New Taiwan Dollars Amount 3,003,177,696 1,128,173 336,828,780 967,231,711 (130,518,866) 277,289,354 4,455,136,848

Item for distribution: Shareholders’ cash dividends (Note) Ending undistributed earnings

NT$1.00 per share (518,346,282) 3,936,790,566

Note 1: The earnings of 2021 is to be distributed in priority for this year.

Note 2: According to the provisions Article 21 of the Articles of Incorporation, for the issuance of cash dividends and bonuses resolved by the board of directors, the board of directors is authorized to establish the distribution plan and to report to the shareholders’ meeting.

Chairman of the Board: Sung-Fa Lu

Managerial Officer: Accounting Supervisor: Sung-Fa Lu Feng-An Huang

29

Attachment 5

Pan-International Industrial Corp.

Procedure for Acquisition and Disposal of Asstes Article Revision

Comparison Table

Comparison Table
Revised Articles Original Article Explanation
Article 6: Valuation Report or Opinion
I. Valuation Report or…Provisions
for Acquisitions by the Company
(I) Never…, not limited.
(II) Transaction ……… status.
(III) Company ……… status.
When issuing valuation reports
or opinions, the preceding
appraisers shallcomply with
the self-discipline regulations
of their respective trade
associationsand abide by the
following matters:
(I) Case undertaking …
independence.
(II) Appropriate operating
procedures shall be properly
planned and implemented
during caseimplementation
to form a conclusion and
issue a report or opinion
letter accordingly. The
procedures, data collected,
and conclusion shall be
documented in the case
paperwork.
(III) Theappropriatenessand
rationality of the data
sources, parameters, and
information used shall be
evaluated item by item to
serve as the foundation for
issuing the valuation report
or opinion letter.
(IV) The declaration items shall
include the professionalism
and independence of the
relevantpersonnel and
Article 6: Valuation Report or Opinion
I. Valuation Report or…Provisions
for Acquisitions by the Company
(I)
Never…, not limited.
(II) Transaction ……… status.
(III) Company ……… status.
The appraisal report or opinion
issued by the preceding
personnel shall be handled
according to the following
matters:
(I)
Case undertaking …
independence.
(II) During the investigation of
the case, properly plan and
implement the operational
procedures to form the
conclusions and produce
reports or opinions; and
detail all of the execution
procedures, information
collected, and conclusions
in the case draft.
(III) In terms of information
sources, parameters, data,
etc., each item’s
completeness, correctness,
and reasonableness must be
assessed item by item as the
basis for issuing a valuation
report or opinion.
(IV) Declaration items shall
include the professionalism
and independence of the
relevant personnel required
to evaluate the
reasonableness and
correctnessof the
1. To clarify the
procedures and
responsibilities
that external
experts must
follow, such
experts must
abide by the
self-discipline
regulations of
their respective
trade
associations in
addition to the
items listed in
the existing
Paragraph 2.
2. Partial text
adjustments.

30

specify that the information information used as well as used has been assessed to be compliance with relevant appropriate, reasonable, and laws and regulations. in compliance with the relevant laws and (omit the following) regulations. (omit the following)

specify that the information
used has been assessed to be
appropriate,reasonable, and
in compliance with the
relevant laws and
regulations.
(omit the following)
specify that the information
used has been assessed to be
appropriate,reasonable, and
in compliance with the
relevant laws and
regulations.
(omit the following)
information used as well as
compliance with relevant
laws and regulations.
(omit the following)
Article 7: Ha
Ac
Re
Ri
I. Evalua
II. Operat
(I)



ndling Procedures for
quisition or Disposal of
al Property, Equipment, or
ght-of-use Assets Thereof
tion Procedure
ion Procedure:
The company Acquisition or
disposal of real property,
equipment, or right-of-use
assets thereof; unless ...
stipulated:
1. Because of special ...
same.
2. Transaction amount ...
valuation.
3. If the professional
appraiser’s result shows
any one of the
following conditions, a
CPA shall be consulted
to express specific
opinions on the reason
for the price difference
and fairness of the
transaction price unless
the appraisal results
indicate that the assets
acquired are all higher
than the transaction
amount or the results
indicated that the assets
disposed of are all
lower than the
Article 7: Handling Procedures for
Acquisition or Disposal of
Real Property, Equipment, or
Right-of-use Assets Thereof
I. Evaluation Procedure
II. Operation Procedure:
(I) Acquisition or disposal of
real property, equipment,or
right-of-use assets thereof by
the Company; unless ...
stipulated:
1. Because of special ...
same.
2. Transaction amount ...
valuation.
3. If the professional
appraiser’s result shows
any one of the following
conditions, a CPA shall
be consulted tohandle the
matter according to the
Auditing Standards
Bulletin No. 20
promulgated by the
Accounting Research and
Development Foundation
in Taiwan (hereafter
“Accounting Research
and Development
Foundation”),and
express specific opinions
on the reason for theprice
Considering that
Article 6 has
been amended
and updated to
require external
experts to issue
opinions
according to the
self-discipline
regulations of
their respective
trade
associations, it
has already
covered the
procedures for
CPAs to issue
opinions.
Therefore,
according to the
Auditing
Standards
Bulletin No. 20
promulgated by
the Accounting
Research and
Development
Foundation, the
texts for
handling have
been deleted.
  • Article 7: Handling Procedures for Acquisition or Disposal of Real Property, Equipment, or Right-of-use Assets Thereof

  • I. Evaluation Procedure

  • II. Operation Procedure:

    • (I) The company Acquisition or disposal of real property, equipment, or right-of-use assets thereof; unless ... stipulated:

31

  • transaction amount: difference and fairness of (1) Appraiser….. the transaction price (2) 2 enterprises….. unless the appraisal

    1. The professional results indicated that the appraiser’s report date assets acquired are all and the contract higher than the establishment date shall transaction amount or the not exceed three results indicated that the months. However, the assets disposed of are all original professional lower than the transaction appraiser may issue a amount: written opinion if the (1) Appraiser….. current value of the (2) 2 enterprises….. same period is 4. The professional applicable and less than appraiser’s report date six months. and the contract establishment date shall not exceed three months. However, the original professional appraiser may issue a written opinion if the current value of the same period is applicable and less than 6 months.
  • (omit the following)

(omit the following)

Article 8: Securities Acquisition or

Article 8: Securities Acquisition or

Same as the

  • Disposal Handling Procedure Disposal Handling Procedure amendment

  • I. Evaluation Procedure: I. Evaluation Procedure: description for (I) The Company…reference. (I) The Company…reference. Article 7. (II) If the transaction amount (II) A CPA must be consulted exceeds 20% of the before the date of the fact to Company’s paid-in capital express an opinion on the or NT$300 million or reasonableness of the higher, a CPA shall be transaction price if it consulted to express an exceeds 20% of the opinion on the company’s paid-in capital reasonableness of the or NT$300 million or

32

transaction price before the
date of the fact. However,
this provision shall apply if
the securities are publicly
quoted in an active market
or otherwise stipulated by
the Financial Supervisory
Commission.
(omit the following)
higher.If the CPA must use
an expert report, the case
shall handle the matter
according to Auditing
Standards Bulletin No. 20
promulgated by the
Accounting Research and
Development Foundation.
However, this provision
shall apply if the securities
are publicly quoted in an
active market or otherwise
stipulated by the Financial
Supervisory Commission.
(omit the following)
Article 9. Handling Procedures for the
Acquisition or Disposal of
Intangible Assets or their
Right-of-use Assets by the
Company.
I. Evaluation Procedure:
The Company..unit.
II. Operation Procedure:
Except for transactions with
domestic government agencies,
a CPA’s opinion on the
reasonableness of the
transaction price must be
obtained before the date of the
fact whenacquiring or
disposingof intangible assets or
their right-of-use assets or
membership card transactions
amounting to 20% of the
Company’s paid-in capital or
NT$300 million or higher.
Article 9. Handling Procedures for the
Acquisition or Disposal of
Intangible Assets or their
Right-of-use Assets by the
Company.
I. Evaluation Procedure:
The Company…unit.
II. Operation Procedure:
Except for transactions with
domestic government agencies,
a professional appraisal agency
must be consulted to issue an
appraisal report when acquiring
or disposingof intangible
assets or their right-of-use
assets or membership card
transactions amounting to 20%
of the Company’s paid-in
capital or NT$300 million or
higher,anda CPA’s opinion on
the reasonableness of the
transaction price must be
obtained before the date of the
Delete appraisal
related text

33

(omit the following)

fact.

(omit the following)

(omit the following) (omit the following) fact.
(omit the following)
Arti
I.
II.
cle 11: Procedures for Handling
Transactions with Related
Parties
Evaluation and Operating
Procedures:
Amount Authorization and
Determination Procedures:
(I) Omit
(II)If the Company or its non-
domestic public offering
subsidiaries engage in a
transaction that exceeds 10%
of the Company’s total assets,
the Company shall submit the
documents listed in Paragraph
1 to the shareholders’meeting
for approval before signing the
transaction contract and
making payment. This
provision shall not apply if the
transaction is between the
Company and its subsidiary or
between the Company’s
subsidiaries.
(III) The transaction amounts from
Paragraph I andthe preceding
Paragraph shall be calculated
according to Subparagraph
(VII), Paragraph II, Article
XIV. In addition, the
transactions within one year
are based on the actual
transaction date, calculated
retrospectivelyfor oneyear.
Article 11: Procedures for Handling
Transactions with Related
Parties
I. Evaluation and Operating
Procedures:
II. Amount Authorization and
Determination Procedures:
(I) Omit
(II) The transaction amounts from
the preceding Paragraph shall
be calculated according to
Subparagraph (VII),
Paragraph II, Article 14. In
addition, the transactions
within one year are based on
the actual transaction date,
calculated retrospectively for
one year. Those submitted to
the board of directors
according to the provisions of
this Processing Procedure
need not be added.
(III)
Acquiring or disposing
of assets other than
Subparagraph (I) from a
related party shall be handled
according to the provisions of
the preceding three Articles.
(omit the following)
To strengthen
related party
transaction
management
and protect the
rights of the
Company’s
minority
shareholders to
express their
opinions on
transactions
between the
Company and
its related
parties, this text
shall expressly
stipulate that if
the Company or
its non-
domestic public
offering
subsidiaries
engage in an
acquisition or
disposal of
assets that
exceed 10% of
a public
company’s total
assets, The
relevant
information
  • Article 11: Procedures for Handling

  • I. Evaluation and Operating Procedures:

  • II. Amount Authorization and Determination Procedures:

34

According to the provisions of this Processing Procedure, those submitted to the shareholders meeting and the board of directors need not be added.

should be submitted to the shareholders meeting for approval before implementation.

  • (IV) Acquiring or disposing of assets other than Subparagraph (I) from a related party shall be handled according to the provisions of the preceding three Articles.

(omit the following)

  • Article 14. Information Disclosure

    • Article 14. Information Disclosure Notification and

    • Procedures Procedures declaration for I. Omit the purchase II. Items that must be Reported and the and sale of Reporting Standards domestic

    • (I)~(V) Omit government

    • (VI) Asset transactions other than the (VI) Asset transactions other than bonds have preceding 5 subsections, the the preceding 5 subsections, been exempted disposal of debt by financial the disposal of debt by to relax bond institutions, or investments in financial institutions, or trading. Foreign mainland China whereby the investments in mainland China government transaction amount is equivalent whereby the transaction bonds with a to 20% of the Company’s paidamount is equivalent to 20% of credit rating not in capital or NT$300 million or the Company’s paid-in capital lower than our higher. However, the following or NT$300 million or higher. nation’s conditions shall be exempt: However, the following sovereign credit 1. Trading domestic bonds or conditions shall be exempt: rating shall be foreign government bonds 1. Domestic government bond exempt from with a credit rating not lower trading. announcements than our nation’s sovereign 2. Bond trades with buy-back or declarations. credit rating. or sell-back conditions, or

      1. Bond trades with buy-back subscribing or buying back or sell-back conditions, money market funds issued subscribing or buying back by domestic securities
  • I. Omit

  • II. Items that must be Reported and the Reporting Standards

  • (I)~(V) Omit

  • (VI) Asset transactions other than the preceding 5 subsections, the disposal of debt by financial institutions, or investments in mainland China whereby the transaction amount is equivalent to 20% of the Company’s paidin capital or NT$300 million or higher. However, the following conditions shall be exempt:

35

money market funds issued
by domestic securities
investment trust enterprises,
orsubscribe or sell back
index investment securities.
(omit the following)
investment trust
enterprises.
(omit the following)

36