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PI AGM Information 2024

Jun 7, 2024

52009_rns_2024-06-07_8b70a4b5-820a-4764-8bd8-e1288da3b3b0.pdf

AGM Information

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Pan International Industrial Co., Ltd.

2024 Annual General Shareholders’ Meeting Minutes (Translation)

Convening method: Physical Shareholders Meeting Time: 9:00 a.m., Friday, May 31, 2024

Location: No. 77, Anxing Rd., Xindian Dist., New Taipei City (Yue Hall, Platinum Hotel ) Total shares represented by shareholders present in person or by proxy: 298,581,958 shares, (among them, 199,822,144 shares of shareholders attended by electronic voting) accounting for 57.60% of the company’s total outstanding shares.

Attended Directors: Mr. Kuang-Yao Lee, Chairman of the BOD; Mr. Feng-An Huang, Director, Independent Directors Mr. Wen-Rong Cheng (Convener of Audit Committee), Independent Director Mr. Chih-Keng Chen (Member of Remuneration Committee). Four directors had attended the meeting, more than half of the BOD.

Attendees: Mr. Ming-Feng Tsai, GM; Mr. Jen-Chieh Wu, Accountant, Ms. Jia-Xiang Liu, Lawyer

Chairman: Mr. Kuang-Yao Lee Recorder: Ms. 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:

  1. 2023 Business Report of the Company. (Attachment 1)

  2. Audit Committee’s Review Report on the 2023 Financial Statements (Attachment 2)

  3. Report on 2023 distribution of remuneration of employees and directors of the Company.

  4. Explanation: The Company earned NT$ 1,488,584,546 (before recognition) for FY 2023, including NT$ 74,429,227 as the remuneration to employees (5%) and NT$ 7,442,923 as of the remuneration to directors (0.5%), and all were paid in cash.

  5. Report on 2023 distribution of earnings and cash dividends status.

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

    1. For shareholders’ dividend distribution, cash dividends of NT$ 673,850,167, and NT$ 1.3 per share shall be distributed according to the distribution percentage until the cash dividend

~1~

shall be rounded down. The total of odd lots less than NT$1 will be transferred to the employees’ welfare committee. The Board of Directors is convened to stipulate.

     3. 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 board of directors shall adjust and handle the relevant changes.
  1. Other report matters.

    • 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 in writing their proposals for a regular meeting. The proposal acceptance period is from March 22, 2024 to April 1, 2024.

      1. Up to the end of the aforementioned proposal acceptance period, the Company receives no proposals submitted by the shareholders.
  2. Ⅲ. Ratification Items:

Proposal 1: Adoption of 2023 Business Report and Financial Statements,

  • Proposed for review. (Proposed by the Board of Directors)

  • Explanation: 1. The 2023 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 Jen-Chieh Wu of Pricewaterhouse Coopers (PwC) Taiwan.

  • For the reports and statements described in the preceding paragraph, please refer to the Attachments 1, 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: 280,896,926 (Including 199,822,144 shares from electronic voting).

Voting Results Voting Results % of the represented
share present



Votes in favor 256,279,069
91.23%
Votes against 142,722
0.05%
Invalid Votes 0
0.00%
Votes abstained/Not Voted 24,475,135
8.71%

~2~

Proposal 2: Proposal for 2023 earnings distribution. Proposed for ratification. (Proposed by the Board of Directors)

Explanation: 1. The proposal for 2023 earnings distribution table of the Company is as shown in the Attachments 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: 280,896,926 (Including 199,822,144 shares from electronic voting).

Voting Results Voting Results % of the represented
share present



Votes in favor 256,694,004
91.38%
Votes against 193,773
0.06%
Invalid Votes 0
0.00%
Votes abstained/Not Voted 24,009,149
8.54%

Ⅳ. Extraordinary Motions: None.

Ⅷ. Meeting Adjourned.

Remark: Shareholders didn’t ask any question in this meeting.

Chairman: Mr. Kuang-Yao Lee Recorder: Ms. Wen-Ling Yu

(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.)

~3~

Attachment 1

2023 Business Report

The significant growth in shipments to Chinese automotive customers has driven the Company's revenue from automotive products. The revenue of automotive wiring harnesses has accounted for more than 17% of the total consolidated revenue, demonstrating the results of transformation and upgrading to increase the revenue of automotive products. In addition, as the supply chain increases the flexibility, the Southeast Asia business still maintains the growth momentum of revenue. However, due to the uncertain future demand prospects and customers' conservative inventory in Q2, consumer products suddenly lost their momentum in pulling goods, resulting in the sharp decline of revenues from related products. Overall, this year's consolidated revenues showed a slight decline compared to last year. However, in terms of profitability, although the Company has actively adjusted the product portfolio and maintained the level of gross profit margin, due to the decline in revenue and the decrease in contribution from nonoperating income from investment income, full-year profitability declined as compared to last year.

Today's global economic environment has been affected by factors such as the shortening of product life cycle, the multitude of production competitors, and the interference of inflation in various regions. In addition, climate change and geopolitics have affected supply chain and logistics arrangements. Consequently, difficult challenges have been posed to business strategies, production and marketing scheduling, increasing the risk of decision-making. As if facing the abyss, the management team will collect market information extensively, make prudent decisions, and adjust business strategies in a timely manner to maintain the growth momentum of the Company's revenue and profits. In addition, the Company will also actively invest in new energy vehicle related products and production capacity, increase Pan-International's exposure and market share in the automotive industry, and establish Pan-International as a first-tier supplier of automotive wiring harness and related products. At the same time, we will continue to review the gross profit margin of products, develop high-margin products, optimize the product portfolio, and adhere to the Company's transformation and upgrading strategy to improve the overall profitability. By doing so, our employees and shareholders can share the results of business operations.

~4~

  • I. Report on 2023 Operating Outcome:

  • (I) The parent company only operating revenue was NT$9.3 billion, a decline of 21.2% from NT$11.8 billion in 2022.

  • (II) The consolidated operating revenue was NT$25.6 billion in 2023, a decline of 2.4% from NT$26.3 billion in 2022.

  • (III) The consolidated net profit before tax was NT$1.84 billion, representing a decline of 10.4% compared to NT$2.06 billion in 2022.

  • (IV) The consolidated net profit after tax was NT$1.49 billion, representing a decline of 4.9% compared to NT$1.57 billion in 2022.

  • (V) The earnings per share (EPS) was NT$ 2.42.

  • II. 2024 Business Outlook:

The business environment in the future will be more unpredictable and risky due to the impact of global geopolitical competition and cooperation, frequent wars, continued US-China confrontation and post-election changes in cross-strait relations. The Company will aim to improve the operating resilience and maintain the growth momentum, expand the business and R&D team to improve the overall marketing and R&D capabilities, while proactively exploring new business opportunities. Meanwhile, we will also enhance the risk awareness and crisis management ability of all employees to actively face various operational difficulties and challenges. The Company's annual development and operation guidelines and production and sales policies formulated in accordance with the main objectives are as follows:

  • (I) Business Policy:

  • Maintain the revenue growth of automotive products, explore new customers and develop new products to enhance the Company's competitive edge in the automotive market.

  • Strictly control AR and inventory positions, enhance the flexibility of capital allocation, and improve resilience in the face of risks and as a going concern.

  • Achieve the ESG-goals set, fulfill social responsibilities and adhere to the sustainable operation of the Company.

~5~

  • (II) Production and Sale Policy:

  • Actively strive for new energy vehicle customers, increase the revenue of new energy vehicle wiring harness products, and improve the Company's gross profit and net profit.

  • Seek acquisitions, expand business opportunities in EV and ICT products through cross-industry alliances or joint ventures, and increase product breadth to maintain stable revenue growth.

  • Improve the flexibility of the supply chain, and flexibly use the production and logistics resources of each plant area to meet the needs of customers and avoid the risk of transfer to orders.

  • Strictly control the exposure of AR and inventory, coordinate the use of cash of each legal entity, and maintain liquidity to improve the ability to face risks and enhance the resilience of going concern.

  • Plan carbon emission verification and energy-saving solutions, formulate carbon neutrality paths and implementation plans for each plant area, and complete carbon reduction targets at various stages in order to achieve carbon neutrality.

  • Actively achieve ESG annual policy objectives, invest resources, fulfill corporate social responsibility and lay the foundation for sustainable business operations.

In addition to creating profits for the year, the Company will also actively respond to stakeholders' ESG-related concerns by setting various ESG targets in order to enhance the knowledge and awareness of all employees in environmental protection, social care and ethical management. We will progressively achieve various goals and upgrade the rating of external evaluation agencies to establish the Company's image of information transparency and integrity management. This will establish a gradual path and profound foundation for the development goal of sustainable management.

Chairman: Managerial Officers: Accounting supervisor: Lee, Kuang-Yao Tsai, Ming-Feng Tai, Chih-Hao

~6~

Attachments 2

Audit Committee Review Report

The Board of Directors has prepared the Company’s 2023 business report, financial statements and proposal for 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. 2024 General Shareholders Meeting

Chairman of the Audit Committee: Wen-Jung Cheng

March 13, 2024

~7~

Attachments 3

Auditors’ Report

(2024) Cai-Shen-Bao-Zi No. 23004347

To Pan-International Industrial Corp.

Audit Opinions

We have audited the Parent Company Only Balance Sheet of Pan-International Industrial Corp. of December 31, 2023 and 2022, 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, 2023 and 2022.

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 PanInternational Industrial Corp. as of December 31, 2023 and 2022, and the parent company only financial performance and parent company only cash flows from January 1 to December 31, 2023 and 2022.

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 Taiwan Standards on Auditing (TWSA). 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

~8~

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 the Company in 2023. 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.

~9~

Key audit matters in the 2022 Parent Company Only Financial Statements of the Company 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 (4) of the Notes to Parent Company Only Financial Statements. As of December 31, 2022, the balance of inventory and provision for valuation loss for the Company amounted to NT$315,066 thousand and NT$3,981 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$3,868,193 thousand and NT$146,527 thousand, respectively.

  1. The Company mainly produces and sells computer peripherals, automobile cable harness, industrial control and medical devices, among other related electronic products. 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 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 PanInternational 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

~10~

the provision for valuation loss of inventory of Pan-International Industrial Corp. and its subsidiaries as key audit matter.

The appropriate audit procedure

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

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

  3. 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.

  4. 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.

Other matters - Audits conducted by other certified public accountants

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, the opinions on the aforementioned parent company only financial statements regarding the amount presented in the aforementioned financial statements of these subsidiaries before adjustment were based on the Auditors’ Report of other certified public accountants. The investment of the above companies accounted for under the investment by equity method amounted to NT$2,325,240 thousand and NT$2,231,230 thousand as of December 31, 2023 and 2022, which accounted for 14% and 13% of the parent company only total assets, respectively. The

~11~

comprehensive income recognized by the aforementioned companies in the period of January 1 to December 31, 2023 and 2022, amounted to NT$519,174 thousand and NT$477,447 thousand, and accounted for 42% and 47% of the parent company only comprehensive incomes, respectively.

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 refers to a high degree of assurance, but the audit performed according to the TWSA cannot guarantee that material misrepresentations in standalone financial statements will be detected. 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

~12~

economic decisions of users taken on the basis of these parent company only financial statements.

The CPA has exercised professional judgment and skepticism when conducting audits under the TWSA. We also:

  1. 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.

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

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

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

~13~

report. However, future events or conditions may cause Pan-International Industrial Corp. to cease to continue as a going concern.

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

  2. 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 the Company in 2023 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.

~14~

PwC Taiwan

Yung-Chien Hsu

Independent Auditors

Jen-Chieh Wu

Former Financial Supervisory Commission, Executive Yuan Approval No.: (1995)Tai-Cai-Cheng-VI No. 13377 Financial Supervisory Commission Approval No.: Jin-Guan-Cheng-Shen-Zi No. 1120348565

March 13, 2024

~15~

Pan-International Industrial Corp. Parent company only balance sheet December 31, 2023 and 2022

Unit: NTD thousand

Assets Note
6 (1)
6 (3)
7
7
6 (4)
6 (5)
6 (2)
6 (6)
6 (7)
6 (8)
6 (22)
6 (9) (12)
D e c e m b e r 3 1 , 2 0 2 3
A
m
o
u
n
t
%
$ 1,718,409
11
869,419
5
1,232,756
8
77,265
-
311,085
2
5,512
-
4,214,446
26
1,081,031
7
290,000
2
9,967,974
62
17,776
-
33,710
-
405
-
14,391
-
498,920
3
11,904,207
74
$ 16,118,653
100
D e c e m b e r 3 1 , 2 0 2 2 D e c e m b e r 3 1 , 2 0 2 2
A
m
o
u
n
t
$ 1,718,409
869,419
1,232,756
77,265
311,085
5,512
4,214,446
1,081,031
290,000
9,967,974
17,776
33,710
405
14,391
498,920
11,904,207
$ 16,118,653
A
m
o
u
n
t
$ 1,675,829
1,006,522
2,389,378
74,437
407,193
1,604
5,554,963
895,629
-
11,080,716
17,918
33,931
-
18,794
79,646
12,126,634
$ 17,681,597
%
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
1535
Financial assets measured at after-
amortization cost - Non-current
1550
Investment by equity method
1600
Property, plant, and equipment
1760
Net investment property
1780
Intangible asset
1840
Deferred tax assets
1900
Other non-current assets
15XX
Total Non-Current Assets
1XXX
Total assets
9
6
14
-
2
-
31
5
-
63
-
-
-
-
1
69
100

(continued)

~16~

Pan-International Industrial Corp. Parent company only balance sheet December 31, 2023 and 2022

Unit: NTD thousand

LIABILITIES AND EQUITY D e c e m b e r 3 1 , 2 0 2 3
D e c e m b e r 3 1 , 2 0 2 2
Note
A
m
o
u
n
t
%
A
m
o
u
n
t
%
6 (10)
$ -
-
$ 1,366,595
8
6 (17)
104,883
1
148,107
1
584,794
4
740,457
4
7
1,352,194
8
1,876,226
10
6 (11)
311,137
2
305,202
2
6 (22)
131,939
1
134,823
1
504
-
536
-
2,485,451
16
4,571,946
26
6 (22)
221,419
1
205,200
1
5,386
-
5,386
-
226,805
1
210,586
1
2,712,256
17
4,782,532
27
6 (13)
5,183,462
32
5,183,462
29
6 (14)
1,503,606
10
1,503,606
9
6 (15)
1,401,022
9
1,269,138
7
1,385,207
8
1,072,435
6
5,343,835
33
5,255,632
30
6 (16)
(
1,410,735)
(
9) (
1,385,208) (
8)
13,406,397
83
12,899,065
73
9
11
$ 16,118,653
100
$ 17,681,597
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
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
Undistributed earnings
Other equities
3400
Other equities
3XXX
Total equity
Significant Contingent Liabilities and
Unrecognized Commitments
Significant Subsequent Events
3X2X
Total liabilities and equity

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

Chairman: Lee, Kuang-Yao Managerial Officers: Tsai, Ming-Feng Accounting supervisor: Tai, Chih-Hao

~17~

Pan-International Industrial Corp. Parent company only Statements of Comprehensive Income January 1 to December 31, 2023 and 2022

Item Unit: NTD thousand
(except in NTD for earnings per share)
2
0
2
3
2
0
2
2
Note
A
m
o
u
n
t
%
A
m
o
u
n
t
%
6 (17) and 7
$ 9,259,899
100
$ 11,756,687
100
6 (4) (20) and
7
(
8,543,854) (
92)(
11,148,371 )(
95)
716,045
8
608,316
5
6 (20)
(
66,736) (
1) (
80,414 ) (
1)
(
79,059) (
1) (
64,318 )
-
(
18,209)
- (
17,255 )
-
12 (2)
560
-
1,861
-
(
163,444) (
2)(
160,126 )(
1)
552,601
6
448,190
4

28,604
-
8,442
-
6 (18)
8,390
-
95,413
1
6 (19)
(
1,104)
- (
4,037 )
-
6 (21)
(
29,944)
- (
20,846 )
-

6 (6)
848,166
9
966,168
8
854,112
9
1,045,140
9
1,406,713
15
1,493,330
13
6 (22)
(
150,003) (
2)(
171,040 )(
2)
$ 1,256,710
13
$ 1,322,290
11
6 (12)
$ 2,034
-
$ 6,740
-
6 (16)
222,827
3
(
720,650 ) (
6)
6 (23)
(
71,452) (
1)
13,741
-
6 (22)
(
407)
- (
1,349 )
-
153,002
2
(
701,518 )(
6)
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 gain
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 profit of the current 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:

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

Chairman: Lee, Kuang-Yao Managerial Officers: Tsai, Ming-Feng

Accounting supervisor: Tai, Chih-Hao

~18~

Pan-International Industrial Corp. Parent company only Statements of Comprehensive Income January 1 to December 31, 2023 and 2022

Unit: NTD thousand
(except in NTD for earnings per share)
8361 Currency translation difference 6 (16) ( 176,695) ( 2) 395,292 4
8360 Total of items that may be
reclassified subsequently to
profit or loss: ( 176,695) ( 2) 395,292 4
8300 Other comprehensive income
(net) ($ 23,693) - ($ 306,226 )(
2)
8500 Total comprehensive income in
the current period $ 1,233,017 13 $ 1,016,064 9
Earnings per share (EPS) 6 (24)
9750 Basic earnings per share $ 2.42 $ 2.55
9850 Diluted earnings per share $ 2.41 $ 2.54

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

Chairman: Lee, Kuang-Yao Managerial Officers: Tsai, Ming-Feng Accounting supervisor: Tai, Chih-Hao

~19~

Pan-International Industrial Corp. Parent Company Only Statement of Changes in Shareholders Equity January 1 to December 31, 2023 and 2022

Unit: NTD thousand

Note
2022
January 1
Net profit of the current period
Other comprehensive income recognized for
the period
6 (16) (23)
Total comprehensive income in the current period
Earnings distribution and provisions for 2021:
6 (15)
Provision of legal reserve
Reversal of special reserve
Cash dividends
The invested company's capital reduction refund
exceeded the book value
All changes in the subsidiaries’ equities are
recognized
December 31
2023
January 1
Net profit of the current period
Other comprehensive income recognized for
the period
6 (16) (23)
Total comprehensive income in the current period
Earnings distribution and provisions for 2022:
6 (15)
Provision of legal reserve
Reversal of special reserve
Cash dividends
Note Common share
capital
Capitalsurplus Retained earnings Otherequities Otherequities Otherequities
Total Equity
I Capital reserve -
ssuancepremium
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 Undistributed
earnings
Currency
translation
difference
F
F
Unrealized Gain
(Loss) on
inancial Assets at
air Value through
Other
Comprehensive
Income
$ 5,183,462
-
-
-
-
-
-
-
-
$ 5,183,462
$ 5,183,462
-
-
-
-
-
-
$ 1,402,318
-
-
-
-
-
-
-
-
$ 1,402,318
$ 1,402,318
-
-
-
-
-
-
$ 98,543
-
-
-
-
-
-
-
-
$ 98,543
$ 98,543
-
-
-
-
-
-
$ 2,745
-
-
-
-
-
-
-
-
$ 2,745
$ 2,745
-
-
-
-
-
-
$ 1,138,619
-
-
-
130,519
-
-
-
-
$ 1,269,138
$ 1,269,138
-
-
-
131,884
-
-



$ 1,349,724
-
-
-
-
(
277,289 )
-
-
-
$ 1,072,435
$ 1,072,435
-
-
-
-
312,772
-
$ 4,308,365
1,322,290
6,548
1,328,838
(
130,519 )
277,289
(
518,346 )
41
(
10,036 )
$ 5,255,632
$ 5,255,632
1,256,710
1,834
1,258,544
(
131,884 )
(
312,772 )
(
725,685 )
($ 1,360,659 )
-
395,292
395,292
-
-
-
-
-
($ 965,367 )
($ 965,367 )
-
(
176,695 )
(
176,695 )
-
-
-
$ 288,225
-
(
708,066 )
(
708,066 )
-
-
-
-
-
($ 419,841 )
($ 419,841 )
-
151,168
151,168
-
-
-








$ 12,411,342
1,322,290
(
306,226 )
1,016,064
-
-
(
518,346 )
41
(
10,036 )
$ 12,899,065
$ 12,899,065
1,256,710
(
23,693 )
1,233,017
-
-
(
725,685 )

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

Managerial Officers: Tsai, Ming-Feng

Chairman: Lee, Kuang-Yao

Accounting supervisor: Tai, Chih-Hao

~20~

December 31

Pan-International Industrial Corp. Parent Company Only Statement of Changes in Shareholders Equity January 1 to December 31, 2023 and 2022

Unit: NTD thousand

Note Common share
capital
Capitalsurplus Retained earnings Otherequities Otherequities

Total Equity
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 Undistributed
earnings
Currency
translation
difference
Unrealized Gain
(Loss) on
Financial Assets at
Fair Value through
Other
Comprehensive
Income
$ 5,183,462 $ 1,402,318 $ 98,543 $ 2,745 $ 1,401,022 $ 1,385,207 $ 5,343,835 ($ 1,142,062 ) ($ 268,673 ) $ 13,406,397

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

Chairman: Lee, Kuang-Yao

Managerial Officers: Tsai, Ming-Feng

Accounting supervisor: Tai, Chih-Hao

~24~

Pan-International Industrial Corp. Parent company only Statement of Cash Flow December 31, 2023 and 2022

Unit: NTD thousand

CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax $ 1,406,713 $ 1,493,330
Adjustments
income and expenses items
Depreciation expenses and amortizations 6 (20) 510 643
Reversal of anticipated credit impairment gain 12 (2) ( 560 ) ( 1,861 )
Net benefits of financial assets and liabilities 6 (19)
measured at fair value through the income ( 8,991 ) ( 2,680 )
Interest expense 6 (21) 29,944 20,846
Interest income ( 28,604 ) ( 8,442 )
Dividend income 6 (18) - ( 87,254 )
The proportion of income from subsidiaries, 6 (6)
associates, and joint ventures accounted for under
the equity method ( 848,166 ) ( 966,168 )
Unrealized exchange loss 6 (25) - 82,895
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 8,991 2,680
Net accounts receivable 137,104 35,382
Accounts receivable - Related parties net 1,156,622 ( 605,620 )
Inventory 96,108 814,909
Other receivables ( 3,706 ) 4,692
Other current assets ( 3,908 ) 711
Net change in liabilities related to operating
activities
Accounts payable ( 155,663 ) ( 744,230 )
Accounts payable - Related parties ( 524,032 ) 242,855
Other payables 2,597 117,039
Contractual liabilities ( 43,224 ) ( 480,256 )
Cash inflow (outflow) from operations 1,221,735 ( 80,529 )
Income tax paid ( 132,671 ) ( 142,691 )
Net Cash inflow (outflow) from operating
activities 1,089,064 ( 223,220 )
Cash flows from investing activities
Increase in financial assets measured at after-
amortization cost - non-current ( 290,000 ) -
Refund of capital investment in financial assets 6 (5)
measured at fair value through other comprehensive
income 37,424 78,570
Refunds of shares due to capital decrease by the 6 (6)
investee using the investment by equity method 1,712,760 -
Share capital returned from liquidation of the investee
company - 41
Purchase of property, plant and equipment 6 (7) - ( 216 )
Increase in intangible assets ( 350 ) -
Decrease (increase) of receivables from purchase of
materials for a third party 3,370 ( 7,144 )
Increase in refundable deposits ( 13,382 ) -
Interest received 26,671 8,442
Dividend received - 87,254
Increase in other non-current assets ( 400,753 ) ( 28,915 )
Net cash inflow from investment activities 1,075,740 138,032
Cash flows from financing activities
Increase (decrease) in short-term borrowings 6 (25) ( 1,366,595 ) 730,100
Interest paid ( 29,944 ) ( 20,846 )
Cash dividend payment 6 (15) ( 725,685 ) ( 518,346 )

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

Chairman: Lee, Kuang-Yao Managerial Officers: Tsai, Ming-Feng

Accounting supervisor: Tai, Chih-Hao

~23~

Pan-International Industrial Corp. Parent company only Statement of Cash Flow December 31, 2023 and 2022

Unit: NTD thousand

Net cash inflow (outflow) from financing
activities
(
2,122,224 )
Increase in cash and cash equivalents in the current period
42,580
Cash and cash equivalents at the beginning of the period
1,675,829
Cash and cash equivalents at the end of the period
$ 1,718,409
190,908
105,720
1,570,109
$ 1,675,829

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

Chairman: Lee, Kuang-Yao

Managerial Officers: Tsai, Ming-Feng

Accounting supervisor: Tai, Chih-Hao

~24~

Attachments 4

Auditors’ Report

(2024) Cai-Shen-Bao-Zi No. 23004346

To Pan-International Industrial Corp.

Audit Opinions

We have audited the consolidated balance sheet of December 31, 2023 and December 31, 2022, the consolidated comprehensive income sheet, consolidated statement of changes in equity, consolidated statement of cash flows from January 1 to December 31, 2023 and 2022, and the notes to the consolidated financial statements (including the summary of material accounting policies) of Pan-International Industrial Corp. and its subsidiaries (hereinafter “Pan-International Group”).

In our opinion, based on 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 and promulgated by the Financial Supervisory Commission (FSC). Therefore, they are able to properly express the consolidated financial status of Pan-International Group in 2023 and as of December 31, 2022, and the consolidated financial performance and consolidated cash flows in 2023 and from January 1 2021 to December 31, 2022.

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 Taiwan Standards on Auditing (TWSA). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of Consolidated Financial Statements. We are independent of Pan-International 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

~25~

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 2023. 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 2023 of Pan-International Group are as follows:

Assessment of the provision for valuation loss on inventory

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 (5) of the consolidated financial statements. As of December 31, 2023, Pan-International Group recognized inventory loss and provision for valuation loss of inventory amounting to NT$3,868,193 thousand and NT$146,527 thousand, respectively.

Pan-International Group mainly produces and sells computer peripherals, automobile cable harness, industrial control and medical devices, among other related electronic products. 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

~26~

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:

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

  2. 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.

  3. 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.

Additional information - audits conducted by other auditors

Some of the subsidiaries of Pan-International Group included in the consolidated financial statements, were not audited by us for 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 subsidiaries 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)

~27~

as of December 31, 2023 and 2022, amounted to NT$6,369,905 thousand and NT$6,461,095 thousand, respectively, accounting for 26% and 25% of the consolidated total assets, respectively. Revenue for the years ended December 31, 2023 and 2022, amounted to NT$8,334,576thousand and NT$7,918,143 thousand, respectively, accounting for 33% and 30% 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 2023 and 2022. 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 and promulgated by the FSC and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements., management is responsible for assessing the 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 Pan-International 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.

~28~

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 refers to a high degree of assurance, but the audit performed according to the TWSA cannot guarantee that material misrepresentations in the Consolidated Financial Statements will be detected. 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.

The CPA has exercised professional judgment and skepticism when conducting audits under the TWSA. We also:

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

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

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

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

~29~

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.

  1. 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.

  2. 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.

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 Pan-International Group in 2023 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.

~30~

PwC Taiwan

Yung-Chien Hsu Independent Auditors

Jen-Chieh Wu

Former Financial Supervisory Commission, Executive Yuan Approval No.: (1995)Tai-Cai-Cheng-VI No. 13377 Financial Supervisory Commission Approval No.: Jin-Guan-Cheng-Shen-Zi No. 1120348565 March 13, 2024

~31~

Pan-International Industrial Corp. and its Subsidiaries Consolidated Balance Sheet December 31, 2023 and 2022

Assets Note
6 (1)
6 (2)
6 (3) and 8
6 (4)
6 (4)
7
6 (5)
6 (6)
6 (3) and 8
6 (7) and 8
6 (8) and 8
6 (9) and 8
6 (10) and 8
6 (11)
6 (25)
6 (14)
D e c e m b e r 3 1 , 2 0 2 3
A
m
o
u
n
t
%
$ 6,440,208
26
10,536
-
939,911
4
106,539
1
3,372,367
14
2,845,211
12
81,381
-
3,721,666
15
191,882
1
17,709,701
73
1,866,099
8
294,760
1
664,077
3
2,817,342
12
281,109
1
99,923
-
53,672
-
60,163
-
550,363
2
6,687,508
27
$ 24,397,209
100
Unit: NTD thousand
D e c e m b e r 3 1 , 2 0 2 2
A
m
o
u
n
t
%
$ 6,713,571
27
10,239
-
676
-
35,075
-
3,555,291
14
4,173,927
16
742,484
3
3,893,919
15
125,527
1
19,250,709
76
1,752,355
7
277,528
1
733,731
3
2,686,495
11
385,399
1
100,319
-
37,072
-
71,071
-
109,824
1
6,153,794
24
$ 25,404,503
100
A
m
o
u
n
t
$ 6,440,208
10,536
939,911
106,539
3,372,367
2,845,211
81,381
3,721,666
191,882
17,709,701
1,866,099
294,760
664,077
2,817,342
281,109
99,923
53,672
60,163
550,363
6,687,508
$ 24,397,209
A
m
o
u
n
t
$ 6,713,571
10,239
676
35,075
3,555,291
4,173,927
742,484
3,893,919
125,527
19,250,709
1,752,355
277,528
733,731
2,686,495
385,399
100,319
37,072
71,071
109,824
6,153,794
$ 25,404,503
Current Assets
1100
Cash and cash equivalents
1110
Financial assets at FVTPL - Current
1136
Financial assets measured at after-
amortization cost - 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
1535
Financial assets measured at after-
amortization cost - 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

(continued)

~32~

Pan-International Industrial Corp. and its Subsidiaries Consolidated Balance Sheet December 31, 2023 and 2022

LIABILITIES AND EQUITY Unit: NTD thousand
D e c e m b e r 3 1 , 2 0 2 3
D e c e m b e r 3 1 , 2 0 2 2
Note
A
m
o
u
n
t
%
A
m
o
u
n
t
%
6 (12)
$ 565,372
2
$ 2,101,238
8
6 (20) and 7
181,376
1
273,608
1
1,041,396
4
356,341
2
3,739,360
15
3,839,452
15
7
1,599,870
7
1,511,347
6
6 (13)
1,218,638
5
1,642,799
7
176,348
1
335,586
1
7
38,957
-
89,159
-
26,295
-
23,204
-
8,587,612
35
10,172,734
40
6 (25)
370,515
2
346,399
1
7
60,745
-
99,595
1
30,128
-
16,408
-
461,388
2
462,402
2
9,049,000
37
10,635,136
42
6 (15)
5,183,462
21
5,183,462
21
6 (16)
1,503,606
6
1,503,606
6
6 (17)
1,401,022
6
1,269,138
5
1,385,207
6
1,072,435
4
5,343,835
22
5,255,632
21
6 (18)
(
1,410,735) (
6) (
1,385,208) (
6)
13,406,397
55
12,899,065
51
6 (19)
1,941,812
8
1,870,302
7
15,348,209
63
14,769,367
58
9
11
$ 24,397,209
100
$ 25,404,503
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
Undistributed 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
Significant Subsequent Events
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: Lee, Kuang-Yao Managerial Officers: Tsai, Ming-Feng Accounting supervisor: Tai, Chih-Hao

~33~

Pan-International Industrial Corp. and its Subsidiaries Consolidated Statements of Comprehensive Income January 1 to December 31, 2023 and 2022

Item Unit: NTD thousand
(except in NTD for earnings per share)
2
0
2
3
2
0
2
2
Note
A
m
o
u
n
t
%
A
m
o
u
n
t
%
6 (20) and 7
$ 25,634,258
100
$ 26,257,340
100
6 (5) (23)
And 7
(
22,459,093) (
88) (
22,977,604 ) (
87)
3,175,165
12
3,279,736
13
6 (23)
(
290,760) (
1) (
305,104 ) (
1)
(
806,589) (
3) (
737,376 ) (
3)
(
477,370) (
2) (
416,502 ) (
2)
12 (2)
1,021
-
478
-
(
1,573,698) (
6) (
1,458,504 ) (
6)
1,601,467
6
1,821,232
7

161,120
1
95,027
-
6 (21)
69,975
-
184,276
1
6 (22)
140,461
-
5,732
-
6 (24)
(
60,407)
- (
41,231 )
-
6 (7)
(
70,824)
- (
8,603 )
-
240,325
1
235,201
1
1,841,792
7
2,056,433
8
6 (25)
(
351,959) (
1) (
490,034 ) (
2)
$ 1,489,833
6
$ 1,566,399
6
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 gain
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 profit of the current period

(continued)

~34~

Pan-International Industrial Corp. and its Subsidiaries Consolidated Statements of Comprehensive Income January 1 to December 31, 2023 and 2022

Unit: NTD thousand
(except in NTD for earnings per share)
2 0 2 3 2 0 2 2
Item Note A m o u n t % A m o u n
t
%
Items that will not be reclassified
subsequently to profit or loss
8311 Remeasured value of defined 6 (14)
benefit plan $ 2,344 - $ 8,470 -
8316 Unrealized evaluation profit and 6 (18)
loss of equity instrument
investment measured at fair
value through other
comprehensive income 151,168 - ( 708,066 ) (
3)
8349 Income tax related to items not 6 (25)
reclassified ( 469) - ( 1,695 )
-
8310 Total of items not reclassified
to profit or loss 153,043 - ( 701,291)(
3)
Items that may be reclassified
subsequently to profit or loss:
8361 Currency translation difference 6 (18) ( 258,095) ( 1) 487,069 2
8360 Total of items that may be
reclassified subsequently to
profit or loss: ( 258,095) ( 1) 487,069 2
8300 Other comprehensive income
(net) ( $ 105,052) ( 1) ($ 214,222 ) (
1)
8500 Total comprehensive income in
the current period $ 1,384,781 5 $ 1,352,177 5
NET PROFIT ATTRIBUTABLE
TO:
8610 Owners of the parent company $ 1,256,710 5 $ 1,322,290 5
8620 Non-controlling interests 233,123 1 244,109 1
$ 1,489,833 6 $ 1,566,399 6

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

Chairman: Lee, Kuang-Yao Managerial Officers: Tsai, Ming-Feng Accounting supervisor: Tai, Chih-Hao

~35~

Pan-International Industrial Corp. and its Subsidiaries Consolidated Statements of Comprehensive Income January 1 to December 31, 2023 and 2022

Unit: NTD thousand Unit: NTD thousand
(except in NTD for earnings per share)
Total comprehensive income
attributable to:
8710 Owners of the parent company $ 1,233,017 4 $ 1,016,064 4
8720 Non-controlling interests 151,764 1 336,113 1
$ 1,384,781 5 $ 1,352,177 5
Earnings per share (EPS) 6 (26)
9750 Basic earnings per share $ 2.42 $ 2.55
9850 Diluted earnings per share $ 2.41 $ 2.54

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

Chairman: Lee, Kuang-Yao Managerial Officers: Tsai, Ming-Feng Accounting supervisor: Tai, Chih-Hao

~36~

Pan-International Industrial Corp. and its Subsidiaries Consolidated Statement of Changes in Shareholders Equity January 1 to December 31, 2023 and 2022

Unit: NTD thousand

2022
Balance on January 1
Net profit of the current period
Other comprehensive income recognized for the period
Total comprehensive income in the current period
Earnings distribution and provisions for 2021:
Provision of legal reserve
Reversal of special reserve
Cash dividends
Decrease in non-controlling interests
The share capital returned from liquidation of the investee company
exceeds the book value
All changes in equities of subsidiaries are recognized
Balance on December 31
2023
Balance on January 1
Net profit of the current period
Other comprehensive income recognized for the period
Total comprehensive income in the current period
Earnings distribution and provisions for 2022:
Provision of legal reserve
Provision of special reserve
Cash dividends
Decrease in non-controlling interests
Note Equitya Equitya Equitya ttributable to ow ne rs of theparent co rs of theparent co mpany Non-controlling
interests
Total Equity
Common share
capital
Capital surplus Retained earnings Other equities Total
I Capital reserve -
ssuancepremium
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 Undistributed
earnings
Currency
translation
difference
Unrealized Gain
(Loss) on
Financial Assets
at Fair Value
through Other
Comprehensive
Income
6 (18)
6 (17)
6 (19)
6 (27)
6 (18)
6 (17)
6 (19)
$ 5,183,462
-
-
-
-
-
-
-
-
-
$ 5,183,462
$ 5,183,462
-
-
-
-
-
-
-
$ 1,402,318
-
-
-
-
-
-
-
-
-
$ 1,402,318
$ 1,402,318
-
-
-
-
-
-
-
$ 98,543
-
-
-
-
-
-
-
-
-
$ 98,543
$ 98,543
-
-
-
-
-
-
-


$ 2,745
-
-
-
-
-
-
-
-
-
$ 2,745
$ 2,745
-
-
-
-
-
-
-
$ 1,138,619
-
-
-
130,519
-
-
-
-
-
$ 1,269,138
$ 1,269,138
-
-
-
131,884
-
-
-
$ 1,349,724
-
-
-
-
(
277,289 )
-
-
-
-
$ 1,072,435
$ 1,072,435
-
-
-
-
312,772
-
-


















$ 4,308,365
1,322,290
6,548
1,328,838
(
130,519 )
277,289
(
518,346 )
-
41
(
10,036 )
$ 5,255,632
$ 5,255,632
1,256,710
1,834
1,258,544
(
131,884 )
(
312,772 )
(
725,685 )
-
($ 1,360,659 )
-
395,292
395,292
-
-
-
-
-
-
($ 965,367 )
($ 965,367 )
-
(
176,695 )
(
176,695 )
-
-
-
-


















$ 288,225
-
(
708,066 )
(
708,066 )
-
-
-
-
-
-
($ 419,841 )
($ 419,841 )
-
151,168
151,168
-
-
-
-








$ 12,411,342
1,322,290
(
306,226 )
1,016,064
-
-
(
518,346 )
-
41
(
10,036 )
$ 12,899,065
$ 12,899,065
1,256,710
(
23,693 )
1,233,017
-
-
(
725,685 )
-
$ 1,682,573
244,109
92,004
336,113
-
-
-
(
86,844 )
-
(
61,540 )
$ 1,870,302
$ 1,870,302
233,123
(
81,359 )
151,764
-
-
-
(
80,254 )
$ 14,093,915
1,566,399
(
214,222 )
1,352,177
-
-
(
518,346 )
(
86,844 )
41
(
71,576 )
$ 14,769,367
$ 14,769,367
1,489,833
(
105,052 )
1,384,781
-
-
(
725,685 )
(
80,254 )

Chairman: Lee, Kuang-Yao

The attached notes to the consolidated financial report are part of this consolidated financial report. Please refer to them, too. Managerial Officers: Tsai, Ming-Feng

Accounting supervisor: Tai, Chih-Hao

~37~

Balance on December 31

Pan-International Industrial Corp. and its Subsidiaries Consolidated Statement of Changes in Shareholders Equity January 1 to December 31, 2023 and 2022

Unit: NTD thousand

Note Equityattributable to ow Equityattributable to ow ners of theparent company ners of theparent company Non-controlling
interests
Total Equity
Common share
capital
Capital surplus Retained earnings Other equities Total
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 Undistributed
earnings
Currency
translation
difference
Unrealized Gain
(Loss) on
Financial Assets
at Fair Value
through Other
Comprehensive
Income
$ 5,183,462 $ 1,402,318 $ 98,543 $ 2,745 $ 1,401,022 $ 1,385,207 $ 5,343,835 ($ 1,142,062 ) ($ 268,673 ) $ 13,406,397 $ 1,941,812 $ 15,348,209

The attached notes to the consolidated financial report are part of this consolidated financial report. Please refer to them, too. Managerial Officers: Tsai, Ming-Feng

Chairman: Lee, Kuang-Yao

Accounting supervisor: Tai, Chih-Hao

~38~

Pan-International Industrial Corp. and its Subsidiaries Consolidated Statement of Cash Flows January 1 to December 31, 2023 and 2022

Unit: NTD thousand

CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax $ 1,841,792 $ 2,056,433
Adjustments
income and expenses items
Depreciation expenses and amortizations
6 (23) 631,778 603,492
Expected credit impairment gains
12 (2) ( 1,021 ) ( 478 )
Net benefits of financial assets and liabilities measured at
6 (22)
fair value through the income ( 10,630 ) ( 33,930 )
Interest expense
6 (24) 60,407 41,231
Interest income ( 161,120 ) ( 95,027 )
Dividend income
6 (21) ( 22 ) ( 87,266 )
Share of profits and losses of affiliated companies
6 (7)
recognized by the equity method 70,824 8,603
Net loss from the disposal of property, plant and
6 (22)
equipment 9,265 25,387
Loss on disposal of investments
6 (22) 5,770 -
Unrealized exchange loss - 82,895
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 9,910 35,518
Net notes receivable ( 73,279 ) ( 10,168 )
Net accounts receivable 113,745 ( 561,481 )
Accounts receivable - Related parties net 1,254,602 ( 828,967 )
Other receivables 648,906 50,989
Inventory 81,232 1,075,026
Other current assets ( 70,233 ) 145,650
Net change in liabilities related to operating activities
Contractual liabilities ( 92,232 ) ( 665,458 )
Notes payable 702,415 291,829
Accounts payable ( 28,363 ) ( 1,109,377 )
Accounts payable - Related parties 123,015 167,830
Other payables ( 339,344 ) 408,412
Other current liabilities 4,060 ( 3,597 )
Other non-current liabilities 14,138 ( 2,628 )
Cash inflow from operations 4,795,615 1,594,918
Income tax paid ( 360,029 ) ( 323,690 )
Net cash inflow from operating activities 4,435,586 1,271,228
Cash flows from investing activities
Acquisition of financial assets measured at after-amortization
cost ( 972,223 ) -
Refund of capital investment in financial assets measured at fair
6 (6)
value through other comprehensive income 37,424 78,570
Share capital returned from liquidation of the investee company - 41
Purchase property, plant and equipment assets
6 (28) ( 807,817 ) ( 958,816 )
Proceeds from disposal of property, plant and equipment 14,789 8,273
Acquisition of intangible assets
6 (11) ( 20,397 ) -
Decrease (increase) in refundable deposits 2,332 ( 284,930 )
Increase in other non-current assets ( 440,771 ) ( 39,137 )
Interest received 161,120 95,027
Dividend received 22 87,266
Net cash outflow from investment activities ( 2,025,521 ) ( 1,013,706 )
Cash flows from financing activities
Increase in short-term borrowings
6 (29) 5,009,072 8,736,973
Decrease in short-term borrowings
6 (29) ( 6,582,507 ) ( 7,775,814 )
Lease principal repayment
6 (29) ( 78,865 ) ( 66,104 )
Cash dividend payment
6 (17) ( 725,685 ) ( 518,346 )
Interest paid ( 60,407 ) ( 41,231 )
Number of cash dividends paid to non-controlling interests
6 (19) ( 80,254 ) ( 86,844 )
Acquisition of stock options in subsidiaries
6 (27) - ( 71,576 )
Net cash inflow (outflow) from financing activities ( 2,518,646 ) 177,058
Impact of changes in the exchange rate on cash and cash
equivalents ( 164,782 ) 37,206
Increase (decrease) in cash and cash equivalents in the current
period ( 273,363 ) 471,786
Cash and cash equivalents at the beginning of the period 6,713,571 6,241,785
Cash and cash equivalents at the end of the period $ 6,440,208 $ 6,713,571

The attached notes to the consolidated financial report are part of this consolidated financial report. Please refer to them, too. Chairman: Lee, Kuang-Yao Managerial Officers: Tsai, Ming-Feng Accounting supervisor: Tai, Chih-Hao

~39~

Attachments 4

Pan-International Industrial Corp. Earnings Distribution Table

2023

Unit: In New Taiwan Dollars Item Amount Unappropriated retained earnings at beginning 4,085,291,840 of the term Plus: Ensure the remeasured amount is recognized as retained surplus after 1,834,046 determining the benefit plan. Plus: Net income after tax 1,256,709,760 Minus: Appropriated statutory surplus reserve (125,854,381) Minus: Special Surplus Reserve Reversed (25,527,596) Earnings available for distribution 5,192,453,669 Item for distribution: Shareholders’ cash dividends (Note) NT$1.30 per share (673,850,167) Ending undistributed earnings 4,518,603,502

Note 1: The earnings of 2023 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: Managerial Officer: Lee, Kuang-Yao Tsai, Ming-Feng

Accounting Supervisor: Tai, Chih-Hao

40