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Primax Audit Report / Information 2023

Dec 28, 2023

52436_rns_2023-12-28_f28c0100-452b-414d-b224-02aeeb90751a.pdf

Audit Report / Information

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1

Stock Code:4915

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

With Independent Auditors’ Report for the Years Ended December 31, 2023 and 2022

Address: No. 669, Ruey Kuang Road, Neihu, Taipei Telephone: (02)2798-9008

The independent auditors’ report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ report and consolidated financial statements, the Chinese version shall prevail.

2

Table of contents

Contents
1. Cover Page
2. Table of Contents
3. Representation Letter
4. Independent Auditors’ Report
5. Consolidated Balance Sheets
6. Consolidated Statement of Comprehensive Income
7. Consolidated Statement of Changes in Equity
8. Consolidated Statement of Cash Flows
9. Notes to the Consolidated Financial Statements
(1)
Company history
(2)
Approval date and procedures of the consolidated financial statements
(3)
New standards, amendments and interpretations adopted
(4)
Summary of material accounting policies
(5)
Significant accounting assumptions and judgments, and major sources
of estimation uncertainty
(6)
Explanation of significant accounts
(7)
Related-party transactions
(8)
Pledged assets
(9)
Commitments and contingencies
(10) Losses Due to Major Disasters
(11) Subsequent Events
(12) Other
(13) Other disclosures
(a) Information on significant transactions
(b) Information on investees
(c) Information on investment in Mainland China
(d) Major shareholders
(14) Segment information
Page
1
2
3
4
5
6
7
8
9
9
9~10
10~29
29~30
31~70
70~71
71
71
72
72
72
72~79
79~80
81~82
82
82~83

3

Representation Letter

The entities that are required to be included in the combined financial statements of PRIMAX ELECTRONICS LTD. as of and for the year ended December 31, 2023 under the Criteria Governing the Preparation of Affiliation Reports, Consolidated Business Reports, and Consolidated Financial Statements of Affiliated Enterprises are the same as those included in the consolidated financial statements prepared in conformity with International Financial Reporting Standards No. 10 endorsed by the Financial Supervisory Commission, “ Consolidated Financial Statements.” In addition, the information required to be disclosed in the combined financial statements is included in the consolidated financial statements. Consequently, PRIMAX ELECTRONICS LTD. and Subsidiaries do not prepare a separate set of combined financial statements.

Company name: PRIMAX ELECTRONICS LTD. Chairman: DUH, JIA BIN Date: February 26, 2024

4

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KPMG

台北市110615信義路5段7號68樓(台北101大樓) 電 話 Tel + 886 2 8101 6666 68F., TAIPEI 101 TOWER, No. 7, Sec. 5, 傳 真 Fax + 886 2 8101 6667 Xinyi Road, Taipei City 110615, Taiwan (R.O.C.) 網 址 Web kpmg.com/tw

Independent Auditors’ Report

To the Board of Directors of PRIMAX ELECTRONICS LTD.:

Opinion

We have audited the consolidated financial statements of PRIMAX ELECTRONICS LTD. and its subsidiaries, which comprise the consolidated balance sheet as of December 31, 2023 and 2022, and the consolidated statement of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of material accounting policies.

In our opinion, based on our audits and the report of other auditors (please refer to Other Matter paragraph), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of PRIMAX ELECTRONICS LTD. and its subsidiaries as of December 31, 2023 and 2022, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards (“ IFRSs” ), International Accounting Standards (“ IASs” ), interpretation as well as related guidance endorsed by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of PRIMAX ELECTRONICS LTD. and its subsidiaries in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirement. Based on our audits and the report of another auditor, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.

Other Matter

We did not audit the financial statements of certain subsidiaries. Those financial statements were audited by another auditor. Therefore, our opinion, insofar as it relates to those subsidiaries, is based solely on the report of another auditor. As of December 31, 2023 and 2022, the assets of these subsidiaries constitute 31% and 35% of the consolidated total assets, respectively. For the years ended December 31, 2023 and 2022, the operating revenue of these subsidiaries constitute 37% and 40%, respectively, of the consolidated operating revenue.

KPMG, a Taiwan partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee.

4-1

The Company has prepared its parent company only financial statements as of and for the years ended December 31, 2023 and 2022, on which we have issued an unmodified opinion with other matter paragraph.

Key Audit Matters

Key audit matters are those matters that, in our professional judgments, were of most significance in our audit of the consolidated financial statements of the current period. 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. In our professional judgments, key audit matters to be communicated in the independent auditors’ report are listed below:

1. Evaluation of inventories

Please refer to note 4(h) “Inventories”, note 5 “Significant accounting assumptions and judgments, and major sources of estimation uncertainty”, and note 6(g) “Inventories” of the consolidated financial statements.

Description of key audit matter:

Inventories of PRIMAX ELECTRONICS LTD. and its subsidiaries are measured at the lower of cost and net realizable value. Due to the fast high-tech revolution, as well as the advancement of production technologies that may lead dramatic change in customers’ demand, the net realizable value of inventories requires subjective judgments of the management, which is the major source of estimation uncertainty. Therefore, evaluation of inventories is one of the key audit matters for our audit.

How the matter was addressed in our audit:

Our principal audit procedures included: understanding the policies of evaluating the inventories of PRIMAX ELECTRONICS LTD. and its subsidiaries; inspecting whether existing inventory policies are applied; examining the accuracy of the aging of inventories by sampling and analyzing the changes of the aging of inventories; inspecting the reasonableness of the allowance provided for inventory valuation in the past and comparing it to the current year to ensure that the measurements and assumptions are appropriate.

In addition, the consolidated financial statements of certain subsidiaries were audited by other auditor, therefore, we have issued audit instruction to their auditors as guidelines to communicate the above key audit matters with them and reviewed other auditor’s working papers, as well as obtained the feedbacks required in the audit instruction.

  1. Impairment assessment of intangible assets

Please refer to note 4(n) “Impairment of non-financial assets”, note 5 “Significant accounting assumptions and judgments, and major sources of estimation uncertainty” , and note 6(m) “ Intangible assets” of the consolidated financial statements.

Description of key audit matter:

In 2014, PRIMAX ELECTRONICS LTD. acquired Tymphany Worldwide Enterprises Ltd. through its subsidiary, Diamond (Cayman) Holdings Ltd. The transaction metioned above resulted in PRIMAX ELECTRONICS LTD. and its subsidiaries to recognize its goodwill, technologies, and customer relations, as intangible assets. The rapid industrial transformation and the assessment of impairment contained estimation uncertainty. Therefore, the assessment of impairment of intangible assets is one of the key audit matters for our audit.

4-2

How the matter was addressed in our audit:

The principal audit procedures on the assessment of impairment of intangible assets included: evaluating the identification of cash generating units and any indication of impairment relating to intangible assets made by the management; acquiring impairment assessment report from external expert engaged by the Group; reviewing the impairment assessment report and assessing the reasonability of measurements, parameters, and assumptions; evaluating the operation outcomes and comparing them to the past forecasts; making sensitivity analysis for evaluation of impairment losses and evaluating the completeness of disclosure in the consolidated financial statements.

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 Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRSs, IASs, interpretations as well as related guidance endorsed by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

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

Those charged with governance (including the Audit Committee) are responsible for overseeing PRIMAX ELECTRONICS LTD. and its subsidiaries’s financial reporting process.

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

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an 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 the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:

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

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of PRIMAX ELECTRONICS LTD. and its subsidiaries’ internal control.

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

4-3

  1. 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 PRIMAX ELECTRONICS LTD. and its subsidiaries’ 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 consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause PRIMAX ELECTRONICS LTD. and its subsidiaries to cease to continue as a going concern.

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

  3. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within PRIMAX ELECTRONICS LTD. and its subsidiaries to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors’ report are Horng, Shyh-Gang and Fu, Hung-Wen.

KPMG

Taipei, Taiwan (Republic of China) February 26, 2024

Notes to Readers

The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China.

The independent auditors’ audit report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ audit report and consolidated financial statements, the Chinese version shall prevail.

5

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES

Consolidated Balance Sheets

December 31, 2023 and 2022

(Expressed in Thousands of New Taiwan Dollars)

December 31, 2023
Assets
Amount
%
Current assets:
1100
Cash and cash equivalents (note 6(a))
$ 10,904,683
24
1110
Current financial assets at fair value through profit or loss (note 6(b))
379,608
1
1137
Current financial assets at amortized cost (note 6(d))
30,234
-
1170
Notes and accounts receivable, net (notes 6(e) and (w))
11,481,787
25
1180
Accounts receivable from related parties, net (notes 6(e), (w) and 7)
70,606
-
1200
Other receivables (notes 6(e) and (f))
1,556,671
3
1310
Inventories (note 6(g))
7,996,397
17
1470
Other current assets
516,388
1
32,936,374
71
Non-current assets:
1511
Non-current financial assets at fair value through profit or loss (note 6(b))
12,048
-
1517
Non-current financial assets at fair value through other comprehensive income (note
6(c))
290,285
1
1600
Property, plant and equipment (notes 6(j) and 8)
7,740,909
17
1755
Right-of-use assets (note 6(k))
1,891,531
4
1760
Investment property (note 6(l))
649,515
1
1780
Intangible assets (note 6(m))
2,013,589
4
1840
Deferred tax assets (note 6(s))
699,981
1
1990
Other non-current assets (note 8)
318,888
1
13,616,746
29
Total assets
$
46,553,120
100
December 31, 2022
Amount
%
6,284,887
13
396,984
1
130,023
-
14,338,084
30
54,587
-
1,944,391
4
9,353,504
20
757,957
2
33,260,417
70
2,662
-
350,788
1
8,246,823
17
2,134,317
5
32,900
-
2,130,259
4
747,289
2
358,606
1
14,003,644
30
47,264,061
100
December 31, 2023
Liabilities and Equity
Amount
%
Current liabilities:
2100
Short-term borrowings (note 6(n))
$ 756,252
2
2120
Current financial liabilities at fair value through profit or loss (note 6(b))
992,339
2
2170
Notes and accounts payable
12,135,123
26
2201
Salaries payable
1,310,137
3
2219
Other payables
3,976,418
9
2280
Current lease liabilities (note 6(p))
225,189
-
2320
Long-term borrowings, current portion (notes 6(o) and 8)
16,667
-
2365
Current refund liabilities
2,239,016
5
2399
Other current liabilities (note 6(w))
1,985,860
4
23,637,001
51
Non-Current liabilities:
2540
Long-term borrowings (notes 6(o) and 8)
691,312
2
2580
Non-current lease liabilities (note 6(p))
1,559,401
3
2630
Long-term deferred revenue (note 6(j))
606,265
1
2670
Other non-current liabilities (notes 6(r) and (s))
962,565
2
3,819,543
8
Total liabilities
27,456,544
59
Equity attributable to owners of parent:
3110
Ordinary shares (note 6(t))
4,629,738
10
3200
Capital surplus (notes 6(i) and (t))
2,359,753
5
3310
Legal reserve (note 6(t))
2,274,414
5
3320
Special reserve (note 6(t))
754,918
2
3350
Unappropriated retained earnings (note 6(t))
8,311,190
18
3400
Other equity interest
(1,316,504)
(3)
17,013,509
37
36XX
Non-controlling interests(note 6(i))
2,083,067
4
Total equity
19,096,576
41
Total liabilities and equity
$
46,553,120
100
December 31, 2023 December 31, 2022
Amount
%
489,370
1
1,016,661
2
14,038,527
30
1,678,657
4
4,442,911
9
193,405
-
-
-
1,912,359
4
1,563,872
3
25,335,762
53
464,000
1
1,704,857
4
803,862
2
661,995
1
3,634,714
8
28,970,476
61
4,582,893
10
2,129,908
4
1,999,217
4
1,217,130
3
7,433,108
16
(1,015,162)
(2)
16,347,094
35
1,946,491
4
18,293,585
39
47,264,061
100
Amount
%

See accompanying notes to consolidated financial statements.

6

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES

Consolidated Statement of Comprehensive Income

For the years ended December 31, 2023 and 2022

(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Share)

4000
Operating revenue (notes 6(w) and 7)
5000
Operating costs (notes 6(g), (p), (r), (x) and 12)
Gross profit from operation
Operating expenses (notes 6(e), (f), (p), (r), (u), (x) and 12):
6100
Selling expenses
6200
Administrative expenses
6300
Research and development expenses
6450
Expected credit loss (gain on reversal)
Total operating expenses
Net operating income
Non-operating income and expenses:
7100
Interest income
7010
Other income (notes 6(c), (q) and (y))
7020
Other gains and losses (notes 6(h), (j), (m), (z) and 12)
7060
Shares of loss of associates accounted for using equity method (note 6(h))
7050
Finance costs (note 6(p))
Total non-operating income and expenses
Profit before tax
7950
Less: Income tax expenses (note 6(s))
Profit
8300
Other comprehensive income (loss):
8310
Items that may not be reclassified subsequently to profit or loss:
8311
Losses (gains) on remeasurements of defined benefit plans (note 6(r))
8316
Unrealized gains (losses) from investments in equity instruments measured at fair value through
other comprehensive income
8349
Income tax related to components of other comprehensive income that will not be reclassified to
profit or loss
Components of other comprehensive income that will not be reclassified to profit or loss
8360
Items that may be reclassified subsequently to profit or loss:
8361
Exchange differences on translation of foreign operation’s financial statements
8399
Income tax related to components of other comprehensive income that will be reclassified to profit
or loss
Components of other comprehensive income that will be reclassified to profit or loss
8300
Other comprehensive income after tax
Comprehensive income
Profit attributable to:
8610
Owners of parent
8620
Non-controlling interests (note 6(i))
Comprehensive income attributable to:
8710
Owners of parent
8720
Non-controlling interests (note 6(i))
Earnings per share (note 6(v))
9710
Basic earnings per share (NT dollars)
9810
Diluted earnings per share (NT dollars)
2023
Amount
%
$ 60,488,402
100
50,907,102
84
9,581,300
16
1,710,326
3
2,074,862
3
3,089,186
5
(36,057)
-
6,838,317
11
2,742,983
5
361,013
-
40,491
-
269,338
-
-
-
(147,453)
-
523,389
-
3,266,372
5
632,883
1
2,633,489
4
(2,428)
-
(87,755)
-
-
-
(90,183)
-
(198,741)
-
-
-
(198,741)
-
(288,924)
-
$
2,344,565
4
$ 2,485,289
4
148,200
-
$
2,633,489
4
$ 2,220,824
4
123,741
-
$
2,344,565
4
$
5.50
$
5.42
2022
Amount
%
79,240,765
100
68,256,490
86
10,984,275
14
1,868,828
3
2,313,027
3
3,366,095
4
91,552
-
7,639,502
10
3,344,773
4
95,190
-
63,709
-
457,298
-
(42,489)
-
(289,517)
-
284,191
-
3,628,964
4
760,003
1
2,868,961
3
6,971
-
11,974
-
-
-
18,945
-
522,322
1
-
-
522,322
1
541,267
1
3,410,228
4
2,742,609
3
126,352
-
2,868,961
3
3,214,191
4
196,037
-
3,410,228
4
6.10
6.02

See accompanying notes to consolidated financial statements.

7

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES

Consolidated Statement of Changes in Equity

For the years ended December 31, 2023 and 2022

(Expressed in Thousands of New Taiwan Dollars)

Balance at January 1, 2022
Profit
Other comprehensive income
Comprehensive income
Appropriation and distribution of retained earnings:
Legal reserve
Special reserve
Cash dividends of ordinary share
Changes in shares of investment accounted for using equity method
Amortization expense of restricted employee stock
Cancellation of restricted stock
Issuance of restricted stock
Effect of the liquidation of equity instruments at fair value through other comprehensive income
Balance at December 31, 2022
Profit
Other comprehensive income
Comprehensive income
Appropriation and distribution of retained earnings:
Legal reserve
Special reserve
Cash dividends of ordinary share
Changes in shares of investment accounted for using equity method
Amortization expense of restricted employee stock
Cancellation of restricted stock
Issuance of restricted stock
Balance at December 31, 2023
Equity attributable to ow Equity attributable to ow Equity attributable to ow ners of parent Total equity
attributable
to owners of
parent
Non-
controlling
interests
Total
equity
Ordinary
shares
Capital
surplus
R etained earnings O t her equity intere st
Exchange
differences on
translation
of financial
statements
Unrealized
gains (losses)
from financial
assets at
fair value
through other
comprehensive
income
Unearned
employee
compensation
Legal
reserve
Special
reserve
Unappropriated
retained
earnings
$ 4,552,633
-
-
-
-
-
-
-
-
(5,290)
35,550
-
4,582,893
-
-
-
-
-
-
-
-
(2,005)
48,850
$
4,629,738
1,758,780 1,769,946 1,046,360 6,492,401 (1,265,160)
-
452,637
452,637
-
-
-
-
-
-
-
-
(812,523)
-
(188,627)
(188,627)
-
-
-
-
-
-
-
(1,001,150)
48,029 (227,477)
-
-
-
-
-
-
-
184,883
26,973
(244,623)
-
(260,244)
-
-
-
-
-
-
-
250,220
14,199
(303,724)
(299,549)
14,175,512 2,267,000
126,352
69,685
196,037
-
-
-
(516,546)
-
-
-
-
1,946,491
148,200
(24,459)
123,741
-
-
-
12,835
-
-
-
2,083,067
16,442,512
-
-
-
-
-
-
2,742,609
6,971
-
11,974
2,742,609
471,582
2,868,961
541,267
- - - 2,749,580 11,974 3,214,191 3,410,228
229,271
-
-
-
-
-
-
-
-
170,770
-
-
-
-
-
-
-
-
(1,411,230)
(332,808)
184,883
-
-
-
1,999,217
-
-
1,217,130
-
-
18,293,585
2,633,489
(288,924)
- - 2,344,565
275,197
-
-
-
-
-
-
-
-
(1,791,794)
-
250,220
-
-
2,274,414 19,096,576

See accompanying notes to consolidated financial statements.

8

(English Translation of Consolidated Financial Statements Originally Issued in Chinese)

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES

Consolidated Statement of Cash Flows

For the years ended December 31, 2023 and 2022

(Expressed in Thousands of New Taiwan Dollars)

Cash flows from (used in) operating activities:
Profit before tax
Adjustments:
Adjustments to reconcile profit (loss):
Depreciation expense
Amortization expense
Expected credit loss (gain on reversal)
Interest expense
Net losses on financial assets and liabilities at fair value through profit or loss
Interest income
Compensation cost of share-based payment
Dividend income
Impairment losses of intangible assets
Impairment losses of associates accounted for using equity method
Shares of loss of associates accounted for using equity method
Gain on disposal of property, plant and equipment
Impairment loss of property, plant and equipment
Gain on disposal of right-of-use assets
Loss on disposal of intangible assets
Total adjustments to reconcile profit
Changes in operating assets and liabilities:
Financial assets at fair value through profit or loss
Accounts receivable
Accounts receivable from related parties
Other receivables
Inventories
Other current assets
Other operating assets
Changes in operating assets
Financial liabilities at fair value through profit or loss
Notes and accounts payable
Salaries payable
Other payables
Refund liabilities
Other current liabilities
Other operating liabilities
Changes in operating liabilities
Total changes in operating assets and liabilities
Total adjustments
Cash inflow generated from operations
Interest received
Interest paid
Income taxes paid
Net cash flows from operating activities
Cash flows from (used in) investing activities:
Acquisition of financial assets at fair value through other comprehensive income
Proceeds from the liquidation of financial assets at fair value through other comprehensive income
Decrease in financial assets measured at amortized cost
Acquisition of financial assets designated at fair value through profit or loss
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Decrease (increase) in refundable deposits
Acquisition of unamortized expense
Proceeds from disposal of unamortized expense
Dividends received
Net cash flows used in investing activities
Cash flows from (used in) financing activities:
Increase (decrease) in short-term borrowings
Increase (decrease) in long-term borrowings
Increase (decrease) in guarantee deposits received
Payment of lease liabilities
Cash dividends
Repurchase shares of employee stocks ownership plan
Net cash flows used in financing activities
Effect of exchange rate changes on cash and cash equivalents
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
2023
$ 3,266,372
1,709,347
204,035
(36,057)
147,453
613,592
(361,013)
250,220
(690)
-
-
-
(42,630)
-
(21,491)
3,832
2,466,598
397,484
3,449,280
(16,019)
(71,760)
1,357,107
241,569
21,913
5,379,574
(1,016,661)
(1,903,404)
(368,520)
(556,765)
326,657
421,988
(35,932)
(3,132,637)
2,246,937
4,713,535
7,979,907
361,013
(147,374)
(466,033)
7,727,513
(27,419)
-
99,789
(10,747)
(1,571,521)
84,657
8,069
(19,279)
311
690
(1,435,450)
266,882
243,979
21,379
(236,951)
(1,791,794)
-
(1,496,505)
(175,762)
4,619,796
6,284,887
$
10,904,683
2022
3,628,964
1,658,468
228,854
91,552
284,692
619,677
(95,190)
200,363
(10,744)
29,198
157,740
42,489
(3,510)
6,084
(17,338)
-
3,192,335
156,238
(2,065,746)
75,693
367,422
3,811,097
339,712
(5,702)
2,678,714
(603,054)
(3,654,734)
196,700
1,087,725
212,842
863,648
(74,244)
(1,971,117)
707,597
3,899,932
7,528,896
95,190
(284,614)
(1,142,812)
6,196,660
(108,358)
8,538
1,535,721
(2,662)
(1,931,157)
27,574
(47,388)
(33,665)
4,414
10,744
(536,239)
(1,541,459)
(996,955)
(127)
(234,706)
(1,411,230)
(348,287)
(4,532,764)
317,989
1,445,646
4,839,241
6,284,887

See accompanying notes to consolidated financial statements.

9

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

For the years ended December 31, 2023 and 2022

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

(1) Company history

PRIMAX ELECTRONICS LTD. (the “Company”), formerly known as Hong Chuan Investments Ltd., was incorporated on March 20, 2006, and registered under the Ministry of Economic Affairs, ROC. The Company changed its name to Hong Chuan Electronics Ltd. and Primax Electronics Ltd. in October 2007 and February 2008, respectively. The address of the Company’s registered office is No. 669, Ruey Kuang Road, Neihu, Taipei.

The consolidated financial statements of the Company as of and for the years ended December 31, 2023, comprised the Company and subsidiaries (together referred to as “ the Group” ). The major business activities of the Group were the manufacture and sale of multi-function printers, scanners, digital camera modules, computer mice, keyboards, track pads, mobile phone accessories, consumer electronics products, shredders, amplifiers, speakers, audio systems and related parts, as well as other electronic components. Please refer to note 14 for further information.

The Company’ s common shares were registered with the Financial Supervisory Commission, ROC (“FSC”) on June 22, 2012, and listed on the Taiwan Stock Exchange (“TWSE”) on October 5, 2012.

(2) Approval date and procedures of the consolidated financial statements:

The consolidated financial statements were authorized for issuance by the board of directors on February 26, 2024.

(3) New standards, amendments and interpretations adopted:

  • (a) The impact of the International Financial Reporting Standards (“IFRSs”) endorsed by the Financial Supervisory Commission, R.O.C. which have already been adopted.

The Group has initially adopted the following new amendments, which do not have a significant impact on its consolidated financial statements, from January 1, 2023:

  • ●Amendments to IAS 1 “Disclosure of Accounting Policies”

  • ●Amendments to IAS 8 “Definition of Accounting Estimates”

  • ●Amendments to IAS 12 “ Deferred Tax related to Assets and Liabilities arising from a Single Transaction”

The Group has initially adopted the new amendment, which do not have a significant impact on its consolidated financial statements, from May 23, 2023:

  • ●Amendments to IAS 12 “International Tax Reform—Pillar Two Model Rules”

(Continued)

10

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • (b) The impact of IFRS issued by the FSC but not yet effective

The Group assesses that the adoption of the following new amendments, effective for annual period beginning on January 1, 2024, would not have a significant impact on its consolidated financial statements:

  • ●Amendments to IAS 1 “Classification of Liabilities as Current or Non-current”

  • ●Amendments to IAS 1 “Non-current Liabilities with Covenants”

  • ●Amendments to IAS 7 and IFRS 7 “Supplier Finance Arrangements”

  • ●Amendments to IFRS 16 “Lease Liability in a Sale and Leaseback”

  • (c) The impact of IFRS issued by IASB but not yet endorsed by the FSC

The Group does not expect the following new and amended standards, which have yet to be endorsed by the FSC, to have a significant impact on its consolidated financial statements:

  • ●Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets Between an Investor and Its Associate or Joint Venture”

  • ●IFRS 17 “ Insurance Contracts” and amendments to IFRS 17 “ Insurance Contracts”

  • ●Amendments to IAS 21 “Lack of Exchangeability”

(4) Summary of material accounting policies:

The significant accounting policies presented in the consolidated financial statements are summarized below. Except for those specifically indicated, the following accounting policies were applied consistently throughout the periods presented in the consolidated financial statements.

(a) Statement of compliance

These consolidated annual financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers (“ the Regulations” ) and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations and SIC Interpretations endorsed by the FSC (“the IFRSs endorsed by the FSC”).

(b) Basis of preparation

  • (i) Basis of measurement

Except for the following significant accounts, the consolidated financial statements have been prepared on a historical cost basis:

  • 1) Financial instruments at fair value through profit or loss are measured at fair value;

  • 2) Financial assets at fair value through other comprehensive income are measured at fair value; and

(Continued)

11

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • 3) The defined benefit liabilities are measured at fair value of plan assets, less the present value of the defined benefit obligation.

  • (ii) Functional and presentation currency

The functional currency of each Group entity is determined based on the primary economic environment in which the entity operates. The consolidated financial statements are presented in New Taiwan dollars, which is the Company’s functional currency. All financial information presented in New Taiwan dollars has been rounded to the nearest thousand.

  • (c) Basis of consolidation

  • (i) Principles of preparation of the consolidated financial statements

The consolidated financial statements comprise the Company and subsidiaries. The Group controls an entity when it is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its control over the entity.

The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. Intra-group balances and transactions, and any unrealized income and expenses arising from intra-group transactions are eliminated in preparing the consolidated financial statements. Losses applicable to the non-controlling interests in a subsidiary are allocated to the non-controlling interests even if doing so causes the non-controlling interests to have a deficit balance.

Accounting policies of subsidiaries have been adjusted to ensure consistency with the policies adopted by the Group.

Changes in the Group’s ownership interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. Any differences between the Group’s share of net assets before and after the change and any consideration received or paid are adjusted to equity attributable to stockholders of the Company.

When the Group loses control over a subsidiary, it derecognizes the assets (including any goodwill) and liabilities of the subsidiary, and any related non-controlling interests at their carring amounts at the date when control is lost. Any interest retained in the former subsidiary is measured at fair value when control is lost, with the resulting gain or loss being recognized in profit or loss. The Group recognizes as gain or loss in profit or loss the difference between (i) the fair value of the consideration received as well as any investment retained in the former subsidiary at its fair value at the date when control is lost ;and (ii) the assets (including any goodwill), liabilities of the subsidiary as well as any related non-controlling interests at their carrying amounts at the date when control is lost. When the Group loses control of its subsidiary, it accounts for all amounts previously recognized in other comprehensive income in relation to that subsidiary on the same basis as would be required if it had directly disposed of the related assets or liabilities.

(Continued)

12

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(ii) List of subsidiaries in the consolidated financial statements

The details of the subsidiaries included in the consolidated financial statements are as follows:

Percentage of Percentage of Percentage of
shareholding
Name of Principal December December
investor Name of subsidiary activities 31, 2023 31, 2022 Description
The Company Primax Industries (Cayman Holding company 100.00 % 100.00 %
Holding) Ltd. (Primax Cayman)
The Company Primax Technology (Cayman Holding company 100.00 % 100.00 %
Holding) Ltd. (Primax Tech.)
The Company Destiny Technology Holding Co., Holding company 100.00 % 100.00 %
Ltd. (Destiny BVI.)
The Company Primax Destiny Co., Ltd. Market development of and 100.00 % 100.00 %
(Destiny Japan) customer service for
computer peripherals,
mobile device components,
and business devices
The Company Diamond (Cayman) Holdings Ltd. Holding company 100.00 % 100.00 %
(Diamond)
The Company Gratus Technology Corp. Market development of and 100.00 % 100.00 %
(Gratus Tech.) customer service for
computer peripherals,
mobile device components,
and business devices
The Company Primax AE (Cayman) Holdings Holding company 100.00 % 100.00 %
Ltd. (Primax AE)
The Company Primax Electronics (Singapore) Sale of computer peripherals 100.00 % 100.00 %
Pte. Ltd. and mobile device
(Primax Singapore) components
Primax Cayman Primax Industries (Hong Kong) Holding company and 100.00 % 100.00 %
Ltd. (Primax HK) customer service
Primax HK Dongguan Primax Electronic & Manufacturing and sale of 100.00 % 100.00 %
and Primax Tech. Telecommunication Products Ltd. computer peripherals,
(PCH2) mobile device components,
and business devices
Primax HK Primax Electronics (Kun Shan) Production of computer 100.00 % 100.00 %
Corp., Ltd. (PKS1) peripheral products
Primax HK Primax Electronics (Chongqing) Production of computer 100.00 % 100.00 %
Corp., Ltd. (PCQ1) peripheral products
Primax Tech. Polaris Electronics Inc. (Polaris) Sale and purchase of 100.00 % 100.00 %
computer peripherals,
mobile device components,
and business devices
Destiny BVI. Destiny Electronic Corp. (Destiny R&D of computer 100.00 % 100.00 %
Beijing) peripherals and business
devices
Primax Singapore Primax Electronics (Thailand) Co., Manufacturing and sale of 99.99 % 99.99 %
Ltd. (Primax Thailand) computer peripherals,
mobile device components,
and business devices
Diamond Tymphany Worldwide Enterprises Holding company 100.00 % 100.00 %
Ltd. (TWEL)

(Continued)

13

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Name of
investor
TWEL
TWEL
Tymphany Huizhou
Tymphany Huizhou
TYM Acoustic HK
TYM Acoustic HK
TYM Acoustic HK
TYM Acoustic HK
TYM Acoustic HK
TYM Acoustic HK
TYM HK
Tymphany Dongguan
Name of subsidiary Principal
activities
Manufacturing, R&D,
design, and sales of various
speaker accessories,
speakers, and their
components
R&D, design, and sale of
various speaker accessories,
speakers, and their
components, as well as
holding business
R&D, design, and sale of
various speaker accessories,
speakers, and their
components, as well as
holding business
Manufacturing, R&D,
design and sale of various
speaker accessories,
speakers, and their
components
R&D and design of various
speaker accessories as well
as speakers and their
components
Manufacturing, installation,
and maintenance of various
speaker accessories and
their components
Market development of and
customer service for
speakers and their
components
Holding company; sale of,
market development of and
customer service for various
speaker accessories,
speakers and their
components
R&D and design of various
speaker accessories as well
as speakers and their
components
Manufacturing and sale of
various speaker accessories,
speakers, and their
components
Sale of various speaker
accessories, speakers, and
their components
Manufacturing, R&D,
design, and sale of various
speaker accessories,
speakers, and their
components
Percentage of
shareholding
December
31, 2023
December
31, 2022
Description
%
77.01
%
77.01
%
100.00
%
-
(note 1)
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
99.99
%
99.99
%
100.00
%
100.00
%
100.00
%
100.00
December
31, 2023
%
77.01
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
99.99
%
100.00
%
100.00
Tymphany Acoustic Technology
(Huizhou) Co., Ltd (Tymphany
Huizhou)
Tymphany Acoustic Technology
(Singapore) Pte. Ltd. (TYM
Singapore)
Tymphany Acoustic Technology
HK Ltd. (TYM Acoustic HK)
Dongguan Tymphany Acoustic
Technology Co., Ltd. (Tymphany
Dongguan)
TYMPHANY ACOUSTIC
TECHNOLOGY (UK) LIMITED
(TYM UK)
Tymphany Acoustic Technology
Europe, s.r.o (TYM Acoustic
Europe)
TYP Enterprise, inc. (TYP)
Tymphany HK Ltd. (TYM HK)
Tymphany Acoustic Technology
Limited (TYM Acoustic)
Tymphany Acoustic Technology
(Thailand) Co., Ltd (TYTH)
TYMPHANY LOGISTICS, INC
(TYML)
Dong Guan Dong Cheng
Tymphany Acoustic Technology
Co., Ltd. (TYDC)

Note 1: As of December 31, 2023, there is no capital injection from the Company.

(Continued)

14

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(d) Foreign currencies

(i) Foreign currency transactions

Transactions in foreign currencies are translated to the respective functional currencies of the Group entities at the exchange rates at the dates of the transactions. At the end of each subsequent reporting period, monetary items denominated in foreign currencies are translated into functional currencies using the exchange rate at that date. Non-monetary items denominated in foreign currencies that are measured at fair value are translated into functional currencies using the exchange rate at the date that the fair value was determined. Nonmonetary items denominated in foreign currencies that are measured based on historical cost are translated using the exchange rate at the date of the transaction.

Exchange differences are generally recognized in profit or loss, except for the differences relating to an investment in equity securities designated as at fair value through other comprehensive income, which are recognized in other comprehensive income.

(ii) Foreign operations

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated into the presentation currency of the consolidated financial statements, New Taiwan Dollar, at the exchange rates at the reporting date. The income and expenses of foreign operations are translated into the presentation currency of the consolidated financial statements, New Taiwan Dollar, at the average rate. Foreign currency differences are recognized in other comprehensive income.

When a foreign operation is disposed of such that control, significant influence, or joint control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. When the Group disposes of any part of its interest in a subsidiary that includes a foreign operation while retaining control, the relevant proportion of the cumulative amount is reattributed to non-controlling interest. When the Group disposes of only part of its investment in an associate or joint venture including a foreign operation while retaining significant influence or joint control, the relevant proportion of the cumulative amount is reclassified to profit or loss.

When the settlement of a monetary receivable from or payable to a foreign operation is neither planned nor likely to occur in the foreseeable future, foreign exchange gains and losses arising from such a monetary item are considered to form part of the net investment in the foreign operation and are recognized in other comprehensive income.

(e) Classification of current and non-current assets and liabilities

An asset is classified as current under one of the following criteria, and all other assets are classified as non-current.

  • (i) It is expected to be realized, or intended to be sold or consumed, in the normal operating cycle;

  • (ii) It is held primarily for the purpose of trading;

(Continued)

15

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • (iii) It is expected to be realized within twelve months after the reporting period; or

  • (iv) The asset is cash or a cash equivalent unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

A liability is classified as current under one of the following criteria, and all other liabilities are classified as non-current.

  • (i) It is expected to be settled in the normal operating cycle;

  • (ii) It is held primarily for the purpose of trading;

  • (iii) It is due to be settled within twelve months after the reporting period; or

  • (iv) It does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting period. Terms of a liability that could, at the option of the counterparty, result in its settlement by issuing equity instruments do not affect its classification.

  • (f) Cash and cash equivalents

Cash and cash equivalents comprise petty cash, cash on hand and demand deposits. Cash and cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value.

Time deposits with maturities within three months or less which meet the above definition and are held for the purpose of meeting short-term cash commitments rather than for investment or other purposes should be recognized as cash equivalents.

  • (g) Financial instruments

Accounts receivables are initially recognized when they are originated. All other financial assets and financial liabilities are initially recognized when the Group becomes a party to the contractual provisions of the instrument. A financial asset (unless it is an trade receivable without a significant financing component) or financial liability is initially measured at fair value, plus transaction costs that are directly attributable to its acquisition or issue. A accounts receivable without a significant financing component is initially measured at the transaction price.

  • (i) Financial assets

All regular way purchases or sales of financial assets classified as the same categories are recognized and derecognized on a trade date basis.

On initial recognition, a financial asset is classified as measured at amortized cost; Fair value through other comprehensive income (FVOCI) ; or fair value through profit or loss (FVTPL).

Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.

(Continued)

16

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • 1) Financial assets measured at amortized cost

A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at FVTPL:

  • ●it is held within a business model whose objective is to hold assets to collect contractual cash flows; and

  • ●its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

These assets are subsequently measured at amortized cost, which is the amount at which the financial asset is measured at initial recognition, plus/minus, the cumulative amortization using the effective interest method, adjusted for any loss allowance. Interest income, foreign exchange gains and losses, as well as impairment, are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss.

  • 2) Fair value through other comprehensive income (FVOCI)

On initial recognition of an equity investment that is not held for trading, the Group may irrevocably elect to present subsequent changes in the investment’s fair value in other comprehensive income. This election is made on an instrument-by-instrument basis.

Equity investments at FVOCI are subsequently measured at fair value. Dividends are recognized as income unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognized in other comprehensive income and are never reclassified to profit or loss.

Dividend income is recognized in profit or loss on the date on which the Group’s right to receive payment is established.

  • 3) Fair value through profit or loss (FVTPL)

All financial assets not classified as amortized cost or FVOCI described as above are measured at FVTPL, including derivative financial assets. On initial recognition, the Group may irrevocably designate a financial asset, which meets the requirements to be measured at amortized cost or at FVOCI, as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.

These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognized in profit or loss.

  • 4) Assemessment whether contractual cash flows are solely payments of principal and interest

For the purposes of this assessment, principal is defined as the fair value of the financial assets on initial recognition. Interest is defined as consideration for the time value of money and for the credit risk associated with the principal amount outstanding during a particular period of time and for other basic lending risks and costs, as well as a profit margin.

(Continued)

17

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

In assessing whether the contractual cash flows are solely payments of principal and interest, the Group considers the contractual terms of the instrument. This includes assessing whether the financial asset contains a contractual term that could change the timing or amount of contractual cash flows such that it would not meet this condition. In making this assessment, the Group considers:

  • ●contingent events that would change the amount or timing of cash flows;

  • ●terms that may adjust the contractual coupon rate, including variable rate features;

  • ●prepayment and extension features; and

  • ●terms that limit the Group’ s claim to cash flows from specified assets (e.g. nonrecourse features).

  • 5)

  • Impairment of financial assets

The Group recognizes loss allowances for expected credit losses (ECL) on financial assets measured at amortized cost (including cash and cash equivalents, accounts receivable, other receivables, refundable deposit paid and other financial assets, etc.).

The Group measures loss allowances at an amount equal to lifetime ECL, except for the following which are measured as 12-month ECL:

  • ●Bank balances for which credit risk (i.e. the risk of default occurring over the expected life of the financial instrument) has not increased significantly since initial recognition.

Loss allowance for accounts receivables are always measured at an amount equal to lifetime ECL.

Lifetime ECL are the ECL that result from all possible default events over the expected life of a financial instrument.

12-month ECL are the portion of ECL that result from default events that are possible within the 12 month after the reporting date (or a shorter period if the expected life of the instrument is less than 12 months).

The maximum period considered when estimating ECL is the maximum contractual period over which the Group is exposed to credit risk.

When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECL, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis based on the Group’s historical experience and informed credit assessment as well as forward-looking information.

The Group assumes that the credit risk on a financial asset has increased significantly if it is more than 61 days past due.

The Group considers a financial asset to be in default when the financial asset is more

(Continued)

18

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

than 361 days past due or the borrower is unlikely to pay its credit obligations to the Group in full.

ECL are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e the difference between the cash flows due to the Group in accordance with the contract and the cash flows that the Group expects to receive). ECL are discounted at the effective interest rate of the financial asset.

At each reporting date, the Group assesses whether financial assets carried at amortized cost are credit-impaired. A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred. Evidence that a financial assets is credit-impaired includes the following observable data:

  • ●significant financial difficulty of the borrower or issuer;

  • ●a breach of contract such as a default or being more than 361 days past due;

  • ●the lender of the borrower, for economic or contractual reasons relating to the borrower’s financial difficulty, having granted to the borrower a concession that the lender would not otherwise consider;

  • ●it is probable that the borrower will enter bankruptcy or other financial reorganization; or

  • ●the disappearance of an active market for a security because of financial difficulties.

Loss allowances for financial assets measured at amortized cost are deducted from the gross carrying amount of the assets.

The gross carrying amount of a financial asset is written off when the Group has no reasonable expectations of recovering the financial asset in its entirety or a portion thereof. The Group individually makes an assessment with respect to the timing and amount of write-off based on whether there is a reasonable expectation of recovery. The Group expects no significant recovery from the amount written off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Group’s procedures for recovery of amounts due.

  • 6) Derecognition of financial assets

The Group derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expired, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Group neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.

The Group enters into transactions whereby it transfers assets recognized in its statement of balance sheet, but retains either all or substantially all of the risks and rewards of the transferred assets. In these cases, the transferred assets are not derecognized.

(Continued)

19

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(ii) Financial liabilities and equity instruments

  • 1) Classification of debt or equity

Debt and equity instruments issued by the Group are classified as financial liabilities or equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

2) Equity instrument

An equity instrument is any contract that evidences the residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued are recognized as the amount of consideration received, less the direct cost of issuing.

3) Financial liabilities

Financial liabilities are classified as measured at amortized cost or FVTPL. A financial liability is classified as at FVTPL if it is classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognized in profit or loss.

Other financial liabilities are subsequently measured at amortized cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognized in profit or loss. Any gain or loss on derecognition is also recognized in profit or loss.

4) Derecognition of financial liabilities

The Group derecognizes a financial liability when its contractual obligations are discharged or cancelled, or expired. The Group also derecognizes a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.

On derecognition of a financial liability, the difference between the carrying amount of a financial liability extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss.

  • 5) Offsetting of financial assets and liabilities

Financial assets and financial liabilities are offset and the net amount presented in the statement of balance sheet when, and only when, the Group currently has a legally enforceable right to offset the amounts and it intends either to settle them on a net basis or to realize the asset and settle the liability simultaneously.

  • (iii) Derivative financial instruments

The Group holds derivative financial instruments to hedge its foreign currency and interest rate exposures. Derivatives are initially measured at fair value. Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are generally recognized in profit or loss.

(Continued)

20

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(h) Inventories

Inventories are measured at the lower of cost and net realizable value. The cost of inventories is based on the weighted-average-costing method, and includes expenditure incurred in acquiring the inventories, production or conversion costs, and other costs incurred in bringing them to their existing location and condition. In the case of manufactured inventories and work in progress, cost includes an appropriate share of production overheads based on normal operating capacity.

Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.

(i) Investment in associates

Associates are those entities in which the Group has significant influence, but not control or joint control, over their financial and operating policies.

Investments in associates are accounted for using the equity method and are recognized initially at cost. The cost of the investment includes transaction costs. The carrying amount of the investment in associates includes goodwill arising from the acquisition less any accumulated impairment losses.

The consolidated financial statements include the Group’ s share of the profit or loss and other comprehensive income of associates, after adjustments to align their accounting policies with those of the Group, from the date that significant influence commences until the date that significant influence ceases. When an associate’s equity changes due to reasons other than profit and loss or comprehensive income, which did not result in changes of the Group’s shareholding percentage in the associate, the Group recognizes equity changes attributable to the Group by its shareholding percentage as capital surplus.

Unrealized Gains and losses resulting from transactions between the Group and an associate are recognized only to the extent of unrelated party’s interests in the associate.

When the Group’s share of losses exceeds its interests in an associate, the carrying amount of the investment, including any long term interests that form part thereof, is reduced to zero, and the recognition of further losses is discontinued except to the extent the Group has an obligation or has made payments on behalf of its associates.

The Group shall discontinue the use of the equity method from the date when its investment ceases to be an associate. The Group shall measure the retained interest at fair value. The difference between the fair value of retained interest and proceeds from disposal, and the carrying amount of the investment at the date the equity method was discontinued, is recognized in profit or loss. The Group shall account for all the amounts previously recognized in other comprehensive income in relation to that investment on the same basis as would have been required if its associates had directly disposed of the related assets or liabilities. If a gain or loss previously recognized in other comprehensive income would be reclassified to profit or loss on the disposal of the related assets or liabilities, the entity shall reclassify the gain or loss from equity to profit or loss (as a reclassification adjustment) when the equity method is discontinued.

(Continued)

21

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(j) Investment property

Investment property is the property held either to earn rental income or for capital appreciation or for both, but not for sale in the ordinary course of business, for use in the production or supply of goods or services, or for administrative purposes. Investment property is measured at cost on initial recognition, and subsequently at cost, less accumulated depreciation and accumulated impairment losses. Depreciation expense is calculated based on the depreciation method, useful life, and residual value, which are the same as those adopted for property, plant and equipment.

Any gain or loss on disposal of an investment property (calculated as the difference between the net proceeds from disposal and the carrying amount) is recognized in profit or loss.

Rental income from investment property is recognized as other income on a straight-line basis over the term of the lease. Lease incentives granted are recognized as an integral part of the total rental income, over the term of the lease.

  • (k) Property, plant and equipment

  • (i) Recognition and measurement

Items of property, plant and equipment are measured at cost, which includes capitalized borrowing costs, less accumulated depreciation and any accumulated impairment losses.

If significant parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.

Any gain or loss on disposal of an item of property, plant and equipment is ecognized in profit or loss.

(ii) Subsequent expenditure

Subsequent expenditure is capitalized only if it is probable that the future economic benefits associated with the expenditure will flow to the Group.

  • (iii) Depreciation

Depreciation is calculated on the cost of an asset, less its residual value, and is recognized in profit or loss on a straight line basis over the estimated useful lives of each component of an item of property, plant and equipment.

Land has an unlimited useful life, and therefore is not depreciated.

The estimated useful lives for the current and comparative years of significant items of property, plant and equipment are as follows:

  • 1) Buildings, leasehold improvement, and additional equipment: 1 ~ 51 years

  • 2) Machinery and equipment: 1 ~10 years

  • 3) Office and other equipment: 1 ~5 years

(Continued)

22

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Depreciation methods, useful lives, and residual values are reviewed at each annual reporting date and adjusted if appropriate.

  • (iv) Reclassification to investment property

A property is reclassified to investment property at its carrying amount when the use of the property changes from owner occupied to investment property.

(l) Lease

At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

  • (i) As a lessee

The Group recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be reliably determined, the Group’s incremental borrowing rate. Generally, the Group uses its incremental borrowing rate as the discount rate.

Lease payments included in the measurement of the lease liability comprise the following:

  • 1) fixed payments, including in-substance fixed payments;

  • 2) variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;

  • 3) amounts expected to be payable under a residual value guarantee; and

  • 4) payments for purchase or termination options that are reasonably certain to be exercised or penalty should be paid.

(Continued)

23

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

The lease liability is measured at amortized cost using the effective interest method. It is remeasured when:

  • 1) there is a change in future lease payments arising from the change in an index or rate; or

  • 2) there is a change in the Group’s estimate of the amount expected to be payable under a residual value guarantee; or

  • 3) there is a change of its assessment on purchase option; or

  • 4) there is a change of its assessment on whether it will exercise a purchase, extension or termination option; or

  • 5) there is any lease modifications

When the lease liability is remeasured, other than lease modifications, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or in profit and loss if the carrying amount of the right-of-use asset has been reduced to zero.

When the lease liability is remeasured to reflect the partial or full termination of the lease for lease modifications that decrease the scope of the lease, the Group accounts for the remeasurement of the lease liability by decreasing the carrying amount of the right-of-use asset to reflect the partial or full termination of the lease, and recognize in profit or loss any gain or loss relating to the partial or full termination of the lease.

The Group presents right-of-use assets that do not meet the definition of investment property and lease liabilities as a separate line item respectively in the statement of financial position.

The Group has elected not to recognize right-of-use assets and lease liabilities for leases of machinery and other equipment that have a short-term leases and leases of low-value assets. The Group recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

(i) As a lessor

When the Group acts as a lessor, it determines at lease commencement whether each lease is a finance lease or an operating lease. To classify each lease, the Group makes an overall assessment of whether the lease transfers to the lessee substantially all of the risks and rewards of ownership incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then the lease is an operating lease. As part of this assessment, the Group considers certain indicators such as whether the lease is for the major part of the economic life of the asset.

When the Group is an intermediate lessor, it accounts for its interests in the head lease and the sub-lease separately. It assesses the lease classification of a sub-lease with reference to the right-of-use asset arising from the head lease. If a head lease is a short-term lease to which the Group applies the exemption described above, then it classifies the sub-lease as an operating lease.

If an arrangement contains lease and non-lease components, the Group applies IFRS15 to allocate the consideration in the contract.

(Continued)

24

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

The Group recognizes lease payments received under operating leases as income on a straightline basis over the lease term.

  • (m) Intangible assets

  • (i) Recognition and measurement

Goodwill arising on the acquisition of subsidiaries is measured at cost, less accumulated impairment losses.

Expenditure on research activities is recognized in profit or loss as incurred.

Development expenditure is capitalized only if the expenditure can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable and the Group intends to, and has sufficient resources to, complete the development and to use or sell the asset. Otherwise, it is recognized in profit or loss as incurred. Subsequent to initial recognition, development expenditure is measured at cost, less accumulated amortization and any accumulated impairment losses.

Other intangible assets, including customer relationships, technology, patents and trademarks, that are acquired by the Group and have finite useful lives, are measured at cost, less accumulated amortization and any accumulated impairment losses.

(ii) Subsequent expenditure

Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognized in profit or loss as incurred.

  • (iii) Amortization

Amortization is calculated over the cost of the asset, less its residual value, and is recognized in profit or loss on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill, from the date that they are available for use.

The estimated useful lives for current and comparative periods are as follows:

1) Customer relationships 10 years
2) Technology 10 years
3) Trademarks 10 years
4) Patents 2.5~10 years
5) Copyrights 15 years

Amortization methods, useful lives and residual values, are reviewed at each annual reporting date and adjusted if appropriate.

(Continued)

25

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(n) Impairment of non-financial assets

At each annual reporting date, the Group reviews the carrying amounts of its non-financial assets (other than inventories and deferred tax assets) to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. Goodwill is tested annually for impairment.

For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs. Goodwill arising from a business combination is allocated to CGUs or groups of CGUs that are expected to benefit from the synergies of the combination.

The recoverable amount of an asset or CGU is the greater of its value-in-use and its fair value, less costs to sell. Value-in-use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU.

An impairment loss is recognized if the carrying amount of an asset or CGU exceeds its recoverable amount.

Impairment losses are recognized in profit or loss. They are allocated first to reduce the carrying amount of any goodwill allocated to the CGU, and then to reduce the carrying amounts of the other assets in the CGU on a pro rata basis.

An impairment loss in respect of goodwill is not reversed. For other assets, an impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.

(o) Revenue from contracts with customers

Revenue is measured based on the consideration to which the Group expects to be entitled in exchange for transferring goods or services to a customer. The Group recognizes revenue when it satisfies a performance obligation by transferring control of a good or a service to a customer. The accounting policies for the Group’s main types of revenue are explained below:

(i) Sale of goods

The Group manufactures computer peripherals and non-computer peripherals and sales them to customers. The Group recognizes revenue when control of the products has transferred, being when the products are delivered to the customer, the customer has full discretion over the channel and price to sell the products, and there is no unfulfilled obligation that could affect the customer’ s acceptance of the products. Delivery occurs when the products have been shipped to the specific location, the risks of obsolescence and loss have been transferred to the customer, and either the customer has accepted the products in accordance with the sales contract, the acceptance provisions have lapsed, or the Group has objective evidence that all criteria for acceptance have been satisfied.

(Continued)

26

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

The Group often offers discounts to its customers based on aggregate sales of components. Revenue from these sales is recognized based on the price specified in the contract, net of the estimated volume discounts. Accumulated experience is used to estimate the discounts, using the expected value method, and revenue is only recognized to the extent that it is highly probable that a significant reversal will not occur. A refund liabilities is recognized for expected volume discounts payable to customers in relation to sales made until the end of the reporting period. No element of financing is deemed present as the sales of components are made with a credit term of 45 days to 120 days, which is consistent with the market practice.

A receivable is recognized when the goods are delivered as this is the point in time that the Group has a right to an amount of consideration that is unconditional.

(ii) Rendering of services

The Group provides services, such as model research, development, and design to customers. Revenue from providing services is recognized in the accounting period in which the services are rendered. For fixed-price contracts, revenue is recognized based on the actual service provided to the end of the reporting period as a proportion of the total services to be provided.

Estimates of revenues, costs or extent of progress toward completion are revised if circumstances change. Any resulting increases or decreases in estimated revenues or costs are reflected in profit or loss in the period in which the circumstances that give rise to the revision become known by management.

(iii) Financing components

The Group does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the Group does not adjust any of the transaction prices for the time value of money.

(p) Deferred grant revenue

Deferred grant revenue with additional conditions shall be recognized if the Group fulfills the conditions and the grant revenue becomes receivable.

Deferred grant revenue shall be recognized in profit or loss on a systematic basis in the periods in which the expenses it is to compensate are recognized. Grant revenue with conditions to compensate for the acquisition cost of an asset shall be deferred and recognized in profit or loss on a systematic basis over the useful life of the asset.

If the deferred grant revenue is to compensate for the Group’s expenses that have been incurred or to supply immediate financial support to the Group and there is no related cost in the future, it shall be recognized in profit or loss when the grant revenue becomes receivable.

(q) Employee benefits

(i) Defined contribution plans

Obligations for contributions to the defined contribution plans are expensed as related services are provided.

(Continued)

27

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(ii) Defined benefit plans

The Group’s net obligation in respect of the defined benefit plans is calculated separately for each the plan by estimating the amount of future benefit that employees have earned in the current and prior periods, discounting that amount and deducting the fair value of any plan assets.

The calculation of defined benefit obligations is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a potential asset for the Group, the recognized asset is limited to the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan. To calculate the present value of economic benefits, consideration is given to any applicable minimum funding requirements.

Remeasurements of the net defined benefit liability (asset), which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognized immediately in other comprehensive income, and accumulated in retained earnings within equity. The Group determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then-net defined benefit liability (asset). Net interest expense and other expenses related to defined benefit plans are recognized in profit or loss.

(iii) Short-term employee benefits

Short-term employee benefits are expensed as related service are provided. A liability is recognized for the amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

(r) Share-based payment

The grant-date fair value of equity-settled share-based payment arrangements granted to employees is generally recognized as an expense, with a corresponding increase in equity, over the vesting period of the awards. The amount recognized as an expense is adjusted to reflect the number of awards for which the related service and non-market performance conditions are expected to be met, such that the amount ultimately recognized is based on the number of awards that meet the related service and non-market performance conditions at the vesting date.

For share-based payment awards with non-vesting conditions, the grant-date fair value of the sharebased payment is measured to reflect such conditions, and there is no true-up for differences between the expected and the actual outcomes.

Grant date of a share-based payment award is the date which the board of directors authorized the price and number of shares that employees can subscribe for.

(Continued)

28

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(s) Income taxes

Income taxes expenses include both current taxes and deferred taxes. Except for expenses related to business combinations or recognized directly in equity or other comprehensive income, all current and deferred taxes are recognized in profit or loss.

The Group has determined that the global minimum top-up tax – which it is required to pay under Pillar Two legislation – is an income tax in the scope of IAS 12. The Group has applied a temporary mandatory relief from deferred tax accounting for the impacts of the top-up tax and accounts for it as a current tax when it is incurred.

Current taxes comprise the expected tax payables or receivables on the taxable profits (losses) for the year and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax payables or receivables are the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to income taxes, if any. It is measured using tax rates enacted or substantively enacted at the reporting date.

Deferred taxes arise due to temporary differences between the carrying amounts of assets and liabilities at the reporting date and their respective tax bases. Deferred taxes are recognized except for the following:

  • (i) temporary differences on the initial recognition of assets and liabilities in a transaction that is not a business combination and at the time of the transaction affects neither accounting nor taxable profits (losses) and does not give rise to equal taxable and deductible temporary differences;

  • (ii) temporary differences related to investments in subsidiaries, associates and joint arrangements to the extent that the Group is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; and

  • (iii) taxable temporary differences arising on the initial recognition of goodwill.

Deferred taxes are measured at tax rates that are expected to be applied to temporary differences when they reserve, using tax rates enacted or substantively enacted at the reporting date.

Deferred tax assets and liabilities are offset if the following criteria are met:

  • (i) the Group has a legally enforceable right to set off current tax assets against current tax liabilities; and

  • (ii) the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority on either:

  • 1) the same taxable entity; or

  • 2) different taxable entities which intend to settle current tax assets and liabilities on a net basis, or to realize the assets and liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.

(Continued)

29

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Deferred tax assets are recognized for the carry forward of unused tax losses, unused tax credits, and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefits will be realized; such reductions are reversed when the probability of future taxable profits improves.

(t) Earnings per share

The Group discloses the basic and diluted earnings per share attributable to ordinary stockholders of the Company. Basic earnings per share is calculated as the profit attributable to the ordinary stockholders of the Company divided by the weighted-average number of ordinary shares outstanding. Diluted earnings per share is calculated as the profit attributable to ordinary stockholders of the Company divided by the weighted-average number of ordinary shares outstanding after adjustment for the effects of all dilutive potential ordinary shares. Dilutive potential ordinary shares comprise employee remuneration and restricted stock.

(u) Operating segments

An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the Group). Operating results of the operating segment are regularly reviewed by the Group’s chief operating decision maker to make decisions about resources to be allocated to the segment and to assess its performance. Each operating segment consists of standalone financial information.

(5) Significant accounting assumptions and judgments, and major sources of estimation uncertainty:

In preparing these consolidated financial statements, management has made judgments, estimates and assumptions that affect the application of the accounting policies and the reported amount of assets, liabilities, income and expenses. Actual results may differ from these estimates.

The management continues to monitor the accounting, estimates and assumptions. The management recognizes any changes in accounting estimates during the period and the impact of those changes in accounting estimates in the following period.

Information about critical judgments made in applying the accounting policies that have significant effects on amounts recognized in the consolidated financial statements is as follows:

(a) Judgment of whether the Group has substantive control over its investees

The Group holds 37% of the outstanding voting shares of ALT International Co., Ltd. (AIC), but the Group did not obtain any director seats of AIC, and the chairman of AIC controls 45% of voting shares. Therefore, the Group does not have power of control over relevant activities of AIC, but remains significant influence.

(Continued)

30

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities within the next financial year is as follows. Those assumptions and estimaiton have been updated to reflect the impact of economic uncertainty.

(a) Valuation of inventories

As inventories are measured at the lower of cost or net realizable value, the Group estimates the amount due to inventories’ obsolescence and unmarketable items at the reporting date and then writes down the cost of inventories to net realizable value. The net realizable value of the inventory is mainly determined based on assumptions as to future demand within a specific time horizon. Due to the rapid industrial transformation, there may be significant changes in the net realizable value of inventories. Please refer to note 6(g) for valuation of inventories.

(b) Assessment of impairment of intangible assets (including goodwill)

The assessment of impairment of intangible assets required the Group to make subjective judgments on cash-generating units, allocate the intangible assets to relevant cash-generating units, and estimate the recoverable amount of relevant cash-generating units. Changes in economic conditions or changes in assessment caused by business strategies could result in significant impairment charges or reversal in future years.

The Group’s accounting policies include measuring financial and non-financial assets and liabilities at fair value through profit and loss. The Group has established an internal control framework with respect to the measurement of fair value and regularly reviews significant unobservable inputs and valuation adjustments. If third-party information, such as broker quotes or pricing services, is used to measure fair value, then the Group assessed the evidence obtained from the third parties to support the conclusion that such valuations meet the requirements of IFRSs, including the level in the fair value hierarchy in which such valuations should be classified.

The Group strives to use market observable inputs when measuring assets and liabilities. Different levels of the fair value hierarchy to be used in determining the fair value of financial instruments are as follows:

Level 1:quoted prices (unadjusted) in active markets for identifiable assets or liabilities.

Level 2:inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (ie as prices) or indirectly (ie derived from prices).

Level 3:inputs for the assets or liability that are not based on observable market data.

For any transfer within the fair value hierarchy, the impact of the transfer is recognized on the reporting date. Please refer to note 6(aa) for assumptions used in measuring fair value.

(Continued)

31

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(6) Explanation of significant accounts:

  • (a) Cash and cash equivalents
Cash on hand
Demand accounts and checking deposits
Time deposits
December 31,
2023
$ 2,987
7,511,456
3,390,240
$
10,904,683
December 31,
2022
4,889
5,098,742
1,181,256
6,284,887
  • (b) Current financial assets and liabilities at fair value through profit or loss

  • (i) Details of financial instruments were as follows:

Mandatorily measured at FVTPL:
Derivative instruments not used for hedging
Forward exchange contracts
Foreign exchange swap contracts
Non-derivative financial assets
Equities unlisted in foreign markets
-Storm Venture Fund VII, L.P.
Equities unlisted in foreign markets
-Thin Line Capital Fund II, L.P.
Current
Non-current
December 31,
2023
$ 102,225
277,383
5,040
7,008
$
391,656
$ 379,608
12,048
$
391,656
December 31,
2022
291,210
105,774
2,662
-
399,646
396,984
2,662
399,646

(Continued)

32

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Financial liabilities held-for-trading:
Derivative instrument not used for hedging
Forward exchange contracts
Foreign exchange swap contracts
December 31,
2023
$ (985,204)
(7,135)
$
(992,339)
December 31,
2022
(622,886)
(393,775)
(1,016,661)
  • (ii) The Group invested the amounts of $2,065 and $597 in an unlisted company, Storm Venture Fund VII, L.P. in July and September 2022, respectively. Moreover, Storm Venture Fund VII, L.P increased its capital, wherein the Group participated and invested the amount of $3,097 for the year ended December 31, 2023.

  • (iii) The Group invested the amount of $7,650 in an unlisted company, Thin Line Capital Fund II, L.P. in June 2023.

  • (iv) The Group held the following derivative instruments as mandatorily measured at fair value through profit or loss and held-for-trading financial liabilities, without the application of edge accounting, as of December 31, 2023 and 2022:

December 31, 2023

December 31, 2023
Derivative financial
instruments
Nominal amount
(inthousands)
Maturity date
Predetermined
rate
January 30, 2024
7.8105
January 30, 2024
24.620
January 30, 2024
22.278
January 16, 2024~
June 27, 2024
30.418~31.990
January 16, 2024~
June 20, 2024
30.739~31.315
January 4, 2024~
March 28, 2024
7.0943~7.1756
January 22, 2024~
January 30, 2024
34.400~34.980
January 30, 2024
8.6270
January 16, 2024~
June 24, 2024
30.457~31.761
Forward exchange contracts
-buy HKD / sell USD
Forward exchange contracts
-buy CZK/ sell EUR
Forward exchange contracts
-buy CZK/ sell USD
Forward exchange contracts
-buy USD / sell TWD
Forward exchange contracts
-buy TWD / sell USD
Foward exchange contracts
-buy CNY/ sell USD
Forward exchange contracts
-buy USD/ sell THB
Forward exchange contracts
-buy HKD/ sell EUR
Foreign exchange swap contracts
-swap in TWD/ swap out USD
USD
8,000
EUR
1,000
USD
9,000
USD 643,000
USD
31,800
USD 303,000
USD
19,000
EUR
3,500
USD 462,000

(Continued)

33

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

December 31, 2022 Maturity date
Predetermined
rate
January 10, 2023~
July 26, 2023
28.788~32.145
January 4, 2023~
July 3, 2023
6.7117~7.2580
January 9, 2023~
February 24, 2023
34.390~35.000
February 13, 2023
8.320
January 10, 2023~
July 26, 2023
29.095~31.935
Derivative financial
instruments
Nominal amount
(in thousands)
Forward exchange contracts
-buy USD / sell TWD
Foward exchange contracts
-buy CNY/ sell USD
Forward exchange contracts
-buy USD/ sell THB
Forward exchange contracts
-buy HKD/ sell EUR
Forward exchange swap contracts
-swap in TWD/ swap out USD
USD 680,000
USD 199,000
USD
32,000
EUR
7,500
USD 585,000
  • (c) Financial assets at FVOCI
Equity investments at FVOCI
Stocks unlisted in domestic markets–Changing Information
Technology Inc.
Stocks unlisted in domestic markets–Syntronix Corp.
Equities unlisted in foreign markets–Grove Ventures L.P.
Equities unlisted in foreign markets–Grove Ventures II, L.P.
Equities unlisted in foreign markets-Grove Ventures III,
L.P.
Stocks unlisted in foreign markets–Shenzhen Mees Hi-
Tech Co., Ltd.
Total
December 31,
2023
December 31,
2022
$ 11,093
7,535
250
250
158,070
183,766
97,145
85,267
23,727
11,853
-
62,117
$
290,285
350,788
December 31,
2023
December 31,
2022
$ 11,093
7,535
250
250
158,070
183,766
97,145
85,267
23,727
11,853
-
62,117
$
290,285
350,788
7,535
250
183,766
85,267
11,853
62,117
350,788
  • (i) The Group designated the investments above as equity securities as at FVOCI because these equity securities represent those investments that the Group intends to hold for long-term for strategic purposes and not for sale.

  • (ii) During the years ended December 31, 2023 and 2022, the dividends of $690 and $10,744, related to equity investments at FVOCI held were recognized as other income.

  • (iii) WK Technology Fund IV Ltd. refunded the amount of $60 to the Group due to its liquidation in May 2022.

  • (iv) Grove Venture, L.P executed capital increases, where the Group had participated and invested the amounts of $1,377 and $5,340 in the years ended December 31, 2023 and 2022, respectively.

(Continued)

34

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • (v) Grove Ventures II, L.P. executed capital increases, where the Group had participated and invested the amounts of $10,773 and $26,415 in the years ended December 31, 2023 and 2022, respectively.

  • (vi) WK Global Investment III Ltd. refunded the amount of $8,478 to the Group due to its liquidation in November 2022.

  • (vii) The Group invested the amount of $7,756 in an unlisted company, Grove Ventures III, L.P. in January 2022. Grove Ventures III, L.P. executed capital increase, where the Group had participated and invested the amount of $15,269 and $5,328 in the years ended December 31, 2023 and 2022, respectively.

  • (viii) The Group invested $63,519 in an unlisted company, Shenzhen Mees Hi-Tech Co., Ltd. in January 2022.

  • (ix) The Group’ s investments in Grove Ventures, L.P., Grove Ventures II, L.P., and Grove Ventures III, L.P. are investments with duration. The Group’s investments in the above limited partnership was designated as a financial asset at fair value through other comprehensive income at the time of the initial recognition.

Although, in accordance with the IFRS Q&A released by the Accounting Research and Development Foundation on June 15, 2023, wherein the financial asset cannot be designated at fair value through other comprehensive income, the accounting treatment need not be applied retroactively to investments in limited partnership companies prior to June 30, 2023, according to the Q&A of the FSC. Therefore, the Group continues to measure its investment in these limited partnership companies at fair value through other comprehensive income.

  • (x) The Group did not provide any of the aforementioned financial assets as collateral.

  • (d) Financial assets at amortized cost

Financial assets at amortized cost
Time deposits
Annual interest rates
Maturity date
December 31,
2023
$
30,234
0.54%~1.53%
2024.07.10
December 31,
2022
130,023
0.88%~0.98%
2023.01.16~2023.02.20
  • (i) The Group has assessed that these financial assets are held-to-maturity to collect contractual cash flows, which consist solely of payments of principal and interest on principal amount outstanding. Therefore, these investments were classified as financial assets measured at amortized cost.

(ii) The Group did not provide any of the aforementioned financial assets as collateral.

(Continued)

35

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • (e) Notes and accounts receivable (including related parties)
Accounts receivable
Accounts receivable – related parties
Less: allowance for doubtful accounts
Total
December 31,
2023
$ 11,549,203
70,606
(67,416)
$
11,552,393
December 31,
2022
14,442,722
54,587
(104,638)
14,392,671
  • (i) The Group did not provide any of the aforementioned notes and accounts receivable (including related parties) as collateral.

  • (ii) The Group applies the simplified approach to provide for its ECL, the use of lifetime ECL provision for all notes and accounts receivables. To measure the ECL, notes and accounts receivable have been grouped based on shared credit risk characteristics and customer’s ability to pay all the amounts due based on the terms of the contract as well as incorporated forward looking information, including macroeconomic and relevant industry information. The ECL allowance provision analysis was as follows:

Current
0 to 30 days past due
31 to 60 days past due
61 to 90 days past due
91 to 180 days past due
181 to 360 days past due
More than 361 days past due
December 31, 2023 December 31, 2023
Carrying
amounts of notes
and accounts
receivable
(including
related parties)
$ 10,450,695
1,047,527
77,561
2,631
5,577
19,330
16,488
$
11,619,809
Lifetime
ECL rate
0%~0.21%
0%~3%
0%~5%
0%~10%
0%~25%
0%~80%
0%~100%
Loss allowance
provision of
lifetime ECL
22,061
17,568
3,713
213
595
6,778
16,488
67,416

(Continued)

36

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Current
0 to 30 days past due
31 to 60 days past due
61 to 90 days past due
91 to 180 days past due
181 to 360 days past due
More than 361 days past due
December 31, 2022 December 31, 2022
Carrying
amounts of notes
and accounts
receivable
(including
related parties)
$ 12,459,350
1,460,646
320,558
28,285
228,022
444
4
$
14,497,309
Lifetime
ECL rate
0%~0.02%
0%~3%
0%~5%
0%~10%
0%~25%
0%~80%
0%~100%
Loss allowance
provision of
lifetime ECL
2,244
27,161
15,060
2,829
56,985
355
4
104,638
  • (iii) The movement in the allowance for notes and accounts receivable (including related parties) was as follows:
Balance on January 1, 2023 and 2022
Impairment losses recognized (reversed)
Effect of exchange rate changes
Balance on December 31, 2023 and 2022
2023
$ 104,638
(36,057)
(1,165)
$
67,416
2022
29,635
73,093
1,910
104,638

(iv) The Group entered into agreements with banks to sell its accounts receivable without recourse. According to the agreements, within the limit of its credit facilities, the Group does not need to guarantee the capability of its customers to pay for reasons other than commercial disputes when transferring its accounts receivable. The Group receives partial advances upon sales of accounts receivable and pays interest calculated based on the interest rates agreed for the period through the collection of the accounts receivable. The remaining amounts are received upon the collection of the accounts receivable, and are recorded as other receivables. In addition, the Group shall pay handling charges based on a fixed rate. The Group derecognized the above trade receivables because it has transferred substantially all of the risks and rewards of their ownership and it does not have any continuing involvement in them. As of December 31, 2023 and 2022, the details of transferred accounts receivable which conformed to the criteria for derecognition were as follows:

Decem ber 31, 2023
Amount
Purchaser
Derecognized
DBS Bank
$ 942,729
Mega International
Commercial Bank
-
$
942,729
Amount A dvanced
Paid
-
-
-
Amount
Recognized in
Other
Receivables
942,729
-
942,729
Range of
Interest Rate
-
-
Guarantee
(Promissory
note)
Unpaid
848,456
-
848,456
-
US$ 2,500

(Continued)

37

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Decem ber 31, 2022
Amount
Purchaser
Derecognized
HSBC Bank
$ 686,846
DBS Bank
2,199,261
Bank of Taiwan
-
Mega International
Commercial Bank
-
$
2,886,107
Amount A dvanced
Paid
299,286
1,088,331
-
-
1,387,617
Amount
Recognized in
Other
Receivables
387,560
1,110,930
-
-
1,498,490
Range of
Interest Rate
4.34%~4.86%
4.79%~5.32%
-
-
Guarantee
(Promissory
note)
US$ 56,940
-
NT$ 297,000
US$ 3,750
Unpaid
387,560
891,005
-
-
1,278,565

(v) Please refer to note 9 for guarantee notes provided by the Group to sell its accounts receivable.

  • (f) Other receivables
Other receivables - factoring of accounts receivable
Other receivables - tax refund receivable
Other receivables - others
Less: allowance for doubtful accounts
December 31,
2023
$ 942,729
446,860
183,360
(16,278)
$
1,556,671
December 31,
2022
1,498,490
381,800
80,641
(16,540)
1,944,391

The movement in the allowance for other receivables was as follows:

Balance on January 1, 2023 and 2022
Impairment losses recognized
Amounts written off
Effect of exchange rate changes
Balance on December 31, 2023 and 2022
2023
$ 16,540
-
-
(262)
$
16,278
2022
-
18,459
(1,879)
(40)
16,540
  • (g) Inventories
Raw materials
Semi-finished goods and work in process
Finished goods and merchandise
December 31,
2023
$ 2,941,221
1,853,451
3,201,725
$
7,996,397
December 31,
2022
3,724,911
1,956,621
3,671,972
9,353,504

(Continued)

38

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

The Group did not provide any of the aforementioned inventories as collateral. Except for cost of inventories sold, the Group recognized the following items as cost of goods sold:

Gain (losses) on inventory valuation and disposal of inventories
Unallocated manufacturing overhead resulting from the actual
production being lower than the normal capacity
Gains (losses) on physical inventories
2023
$ 58,863
(47,657)
444
$
11,650
2022
(440,359)
(62,079)
(4,834)
(507,272)

(h) Investments accounted for using equity method

The Group’s investments accounted for using the equity method are individually insignificant. The related information included in the consolidated financial statements was as follows:

Carrying amount of individually insignificant associates’ equity
Attributable to the Group:
Loss
Other comprehensive income
Comprehensive income
December 31,
2023
$
-
2023
$ -
-
$
-
December 31,
2022
-
2022
(42,489)
28,662
(13,827)
  • (i) The Group did not provide any investment accounted for using equity method as collateral.

  • (ii) The revenue of AIC did not turn out as expected due to intensive industrial competition, resulting in the impairment of the intangible assets and carrying amounts related to this equity investment after the Group's evaluation. The Group evaluated the recoverable amounts of its investments accounted for using equity method, which is based on its value-in-use, for impairment testing at each reporting date. Value-in-use is based on five years of the estimated future cash flow of the Group, discounted to their present value using the yearly discount rate, which reflects the risks specific to cash generating units by 21.70% on June 30, 2022 and recognized impairment loss of $157,740 under other gains and losses in the year ended December 31, 2022.

  • (i) Material non-controlling interests of subsidiaries

The material non-controlling interests of subsidiaries were as follows:

Name of subsidiaries Main operation place
Business/Registered Country
Proportion of Ownership and
Voting Rights Held
by Non-controlling Interests
December 31,
2023
December 31,
2022
%
22.99
%
22.99

(Continued)

39

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

The following information on the aforementioned subsidiaries have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers. Included in these information are the fair value adjustments made during the acquisition and relevant difference in accounting principles between the Group as at the acquisition date. Intra-group transactions were not eliminated in this information.

  • (i) Tymphany Huizhou and its subsidiaries’s collective financial information:
Current assets
Non-current assets
Current liabilities
Non-current liabilities
Net assets
Non-controlling interests
Operating revenue
Profit
Other comprehensive income (loss)
Comprehensive income
Profit attributable to non-controlling interests
Comprehensive income attributable to non-controlling
interests
Cash flows from operating activities
Cash flows from (used in) investing activities
Cash flows used in financing activities
Effect of exchange rate changes
Net increase in cash and cash equivalents
Dividends paid to non-controlling interests
December 31,
2023
December 31,
2022
$ 10,972,844
12,433,413
5,566,788
6,358,816
(7,013,879)
(9,618,839)
(465,002)
(706,703)
$
9,060,751
8,466,687
$
2,083,067
1,946,491
2023
2022
$
22,530,076
31,445,453
$ 644,628
529,308
(106,390)
279,563
$
538,238
808,871
$
148,200
126,352
$
123,741
196,037
2023
2022
$ 2,353,646
2,436,507
(11,038)
743,188
(28,899)
(2,979,658)
(1,429)
90,864
$
2,312,280
290,901
$
-
-

(ii) Tymphany Huizhou repurchased shares from the employee stocks ownership plans in cash and cancelled such shares for a capital reduction in May 2022, resulting in a decrease in the proportion of ownership held by non-controlling interests from 28.57% to 22.99%. Please note 6(t) and (u) for details.

The impact of the change in the Group’s ownership interest in Tymphany Huizhou on equity attributable to owners of parent was as follows:

attributable to owners of parent was as follows:
Decrease in carrying amount of non-controlling $ 534,606
interests
Consideration paid to non-controlling interests (348,287)
Capital surplus-Long-term equity investments $ 186,319

(Continued)

40

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(j) Property, plant and equipment

The cost, depreciation, and impairment loss of the property, plant and equipment of the Group for the years ended December 31, 2023 and 2022, were as follows:

Cost or deemed cost:
Balance on January 1, 2023
Additions
Disposals
Reclassifications
Reclassification to investment property
Effect of changes in exchange rate
Balance on December 31, 2023
Balance on January 1, 2022
Additions
Disposals
Reclassifications
Effect of changes in exchange rate
Balance on December 31, 2022
Depreciation and impairments loss:
Balance on January 1, 2023
Depreciation
Disposals
Reclassifications
Reclassification to investment property
Effect of changes in exchange rate
Balance on December 31, 2023
Balance on January 1, 2022
Depreciation
Impairment loss (reversal)
Disposals
Reclassifications
Effect of changes in exchange rate
Balance on December 31, 2022
Carrying amounts:
Balance on December 31, 2023
Balance on December 31, 2022
Balance on January 1, 2022
Land
$ 1,077,437
-
-
-
-
2,755
$
1,080,192
$ 1,065,753
-
-
-
11,684
$
1,077,437
$ -
-
-
-
-
-
$
-
$ -
-
-
-
-
-
$
-
$
1,080,192
$
1,077,437
$
1,065,753
Buildings,
leasehold
improvement,
and additional
equipment
6,714,735
54,398
(85,042)
239,996
(655,587)
(55,445)
6,213,055
3,979,270
60,949
(95,921)
2,672,074
98,363
6,714,735
2,345,364
298,869
(79,852)
218
(45,492)
(37,862)
2,481,245
2,191,333
214,316
4,685
(95,154)
(651)
30,835
2,345,364
3,731,810
4,369,371
1,787,937
Machinery
and
equipment
7,407,901
197,560
(500,925)
423,508
-
(84,104)
7,443,940
6,666,371
257,965
(460,983)
815,301
129,247
7,407,901
5,496,266
957,454
(470,701)
(69,504)
-
(78,560)
5,834,955
4,780,194
991,872
1,399
(433,857)
76,246
80,412
5,496,266
1,608,985
1,911,635
1,886,177
Office and
other
equipment
1,176,279
48,449
(82,733)
23,610
(2,133)
(12,147)
1,151,325
1,181,926
71,927
(59,612)
(44,126)
26,164
1,176,279
747,063
168,203
(75,313)
(1,464)
(2,133)
(10,498)
825,858
689,904
171,292
-
(56,175)
(71,485)
13,527
747,063
325,467
429,216
492,022
Construction
in progress
and testing
equipment
459,164
1,370,774
(7,442)
(821,707)
(4,166)
(2,168)
994,455
2,372,934
1,499,329
(1,905)
(3,463,129)
51,935
459,164
-
-
-
-
-
-
-
-
-
-
-
-
-
-
994,455
459,164
2,372,934
Total
16,835,516
1,671,181
(676,142)
(134,593)
(661,886)
(151,109)
16,882,967
15,266,254
1,890,170
(618,421)
(19,880)
317,393
16,835,516
8,588,693
1,424,526
(625,866)
(70,750)
(47,625)
(126,920)
9,142,058
7,661,431
1,377,480
6,084
(585,186)
4,110
124,774
8,588,693
7,740,909
8,246,823
7,604,823

(i) The unamortized deferred revenue of equipment subsidy amounted to $529,007 and $723,418 were classified as long-term deferred revenue, as of December 31, 2023 and 2022, respectively.

(Continued)

41

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • (ii) Due to the relocation of the new factory, the Group’s subsidiary in China adjusted the carrying amount according to the recoverable amount and recognized an impairment loss of $6,084, under other gains and losses for the year ended December 31, 2022.

  • (iii) As of December 31, 2023 and 2022, the Group has started the construction of Jhubei Factory in 2022, with the total costs of $662,663 and $58,556, respectively. For the year ended December 31, 2023, the capitalized borrowing costs $1,039, related to the construction of the said factory, had been calculated using a capitalization rate of 1.1%.

  • (iv) The Group provided the aforementioned property, plant and equipment as collateral; please refer to note 8.

  • (k) Right-of-use assets

The Group leases many assets including land, buildings and vehicles. Information about leases for which the Group as a lessee is presented below:

Cost:
Balance on January 1, 2023
Additions
Disposals
Lease modification
Reclassification to investment property
Effect of changes in exchange rates
Balance on December 31, 2023
Balance on January 1, 2022
Additions
Disposals
Lease modification
Effect of changes in exchange rates
Balance on December 31, 2022
Depreciation:
Balance on January 1, 2023
Depreciation
Disposals
Lease modification
Reclassification to investment property
Effect of changes in exchange rates
Balance on December 31, 2023
Balance on January 1, 2022
Depreciation
Disposals
Lease modification
Effect of changes in exchange rates
Balance on December 31, 2022
Land
$ 371,616
-
(90,273)
-
(30,814)
(4,706)
$
245,823
$ 401,900
-
(17,305)
(18,911)
5,932
$
371,616
$ 34,845
7,375
(8,435)
-
(8,732)
(482)
$
24,571
$ 39,013
9,284
(12,747)
(1,423)
718
$
34,845
Buildings
2,523,498
193,627
(217,842)
44,330
-
5,500
2,549,113
2,689,447
215,751
(436,885)
8,504
46,681
2,523,498
745,246
252,719
(89,959)
(766)
-
1,028
908,268
678,513
260,657
(212,364)
-
18,440
745,246
Vehicles
40,756
23,479
(7,896)
-
-
168
56,507
20,124
23,600
(4,086)
-
1,118
40,756
21,462
13,169
(7,600)
-
-
42
27,073
13,747
10,412
(3,182)
-
485
21,462
Other
equipment
2,106
-
(2,106)
-
-
-
-
2,106
-
-
-
-
2,106
2,106
-
(2,106)
-
-
-
-
1,934
172
-
-
-
2,106
Total
2,937,976
217,106
(318,117)
44,330
(30,814)
962
2,851,443
3,113,577
239,351
(458,276)
(10,407)
53,731
2,937,976
803,659
273,263
(108,100)
(766)
(8,732)
588
959,912
733,207
280,525
(228,293)
(1,423)
19,643
803,659

(Continued)

42

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Other Other Other
Land Buildings
Vehicles
equipment Total
Carrying amounts:
Balance on December 31, 2023 $ 221,252 1,640,845 29,434 - 1,891,531
Balance on December 31, 2022 $ 336,771 1,778,252 19,294 - 2,134,317
Balance on January 1, 2022 $ 362,887 2,010,934 6,377 172 2,380,370
(l) Investment property
Buildings Right-of-use
and other assets
Land equipment Land Total
Cost or deemed cost:
Balance on January 1, 2023 $ 50,190 31,735 - 81,925
Reclassifications - 661,886 30,814 692,700
Effect of changes in exchange rates - (8,723) (299) (9,022)
Balance on December 31, 2023 $ 50,190 684,898 30,515 765,603
Balance on January 1, 2022 $ 50,190 31,735 - 81,925
(December 31, 2022)
Depreciation and impairment
losses:
Balance on January 1, 2023 $ 33,941 15,084 - 49,025
Reclassifications - 47,625 8,732 56,357
Depreciation - 11,354 204 11,558
Effect of changes in exchange rates - (765) (87) (852)
Balance on December 31, 2023 $ 33,941 73,298 8,849 116,088
Balance on January 1, 2022 $ 33,941 14,621 - 48,562
Depreciation - 463 - 463
Balance on December 31, 2022 $ 33,941 15,084 - 49,025
Carrying amounts:
Balance on December 31, 2023 $ 16,249 611,600 21,666 649,515
Balance on December 31, 2022 $ 16,249 16,651 - 32,900
Balance on January 1, 2022 $ 16,249 17,114 - 33,363
Fair value:
Balance on December 31, 2023 $ 1,035,637
Balance on December 31, 2022 $ 117,774
Balance on January 1, 2022 $ 102,412

(i) The fair value of the investment property listed above is evaluated based on third-party quotation information, which are third-level fair value.

(Continued)

43

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • (ii) Investment property comprises a number of commercial properties which are leased to third parties. Each of the leases contains an initial non-cancellable period between 1 and 3 years. Subsequent renewals are negotiated with the lessee, and no contingent rents are charged. Please refer to note 6(q) for further information.

  • (iii) The Group did not provid any of the aforementioned investment property as collateral.

  • (m) Intangible assets

The carrying amounts of the intangible assets of the Group for the years ended December 31, 2023 and 2022, were as follows:

and 2022, were as follows:
Trademarks,
Customer Patents and
Goodwill Relationships Technology Copyrights Total
Cost or deemed cost:
Balance on January 1, 2023 $ 2,038,574 718,800 357,271 124,459 3,239,104
Disposals - - - (281) (281)
Effect of changes in exchange rate (291) - - (22) (313)
Balance on December 31, 2023 $ 2,038,283 718,800 357,271 124,156 3,238,510
Balance on January 1, 2022 $ 2,020,049 718,800 357,271 122,708 3,218,828
Acquisition - - - 1,609 1,609
Effect of changes in exchange rate 18,525 - - 142 18,667
Balance on December 31, 2022 $ 2,038,574 718,800 357,271 124,459 3,239,104
Amortization and impairment
loss:
Balance on January 1, 2023 $ 30,439 645,180 314,328 118,898 1,108,845
Amortization - 71,880 41,930 2,712 116,522
Disposals - - - (281) (281)
Effect of changes in exchange rate (47) - - (118) (165)
Balance on December 31, 2023 $ 30,392 717,060 356,258 121,211 1,224,921
Balance on January 1, 2022 $ - 573,300 272,398 116,541 962,239
Amortization - 71,880 41,930 2,295 116,105
Impairment loss 29,198 - - - 29,198
Effect of changes in exchange rate 1,241 - - 62 1,303
Balance on December 31, 2022 $ 30,439 645,180 314,328 118,898 1,108,845
Carrying amounts:
Balance on December 31, 2023 $ 2,007,891 1,740 1,013 2,945 2,013,589
Balance on December 31, 2022 $ 2,008,135 73,620 42,943 5,561 2,130,259
Balance on January 1, 2022 $ 2,020,049 145,500 84,873 6,167 2,256,589

(Continued)

44

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • (i) The Group evaluated the recoverable amounts of its goodwill arising from the acquisition of TWEL, which is based on its value-in-use, for impairment testing at each annual reporting date. Value-in-use is based on five years of the estimated future cash flow of the Group, and discounted to their present value using the yearly discount rate, which reflects the risks specific to CGU, by 13.08% and 16.78% for the years ended December 31, 2023 and 2022, respectively. There were no impairment losses of goodwill in 2023 and 2022.

  • (ii) The Group evaluated the recoverable amounts of its goodwill arising from the acquisition of TYM Acoustic Europe, which is based on its value-in-use, for impairment testing at each annual reporting date. Value-in-use is based on five years of the estimated future cash flow of the Group, and discounted to their present value using the yearly discount rate, which reflects the risks specific to CGU, by 15.80% for the year ended December 31, 2022. Since TYM Acoustic Europe’s operating performance and profit growth did not turn out as expected, the recoverable amount was assessed to be less than the book value, the Group recognized impairment loss of goodwill of $29,198 under other gains and losses for the year ended December 31, 2022.

  • (iii) The Group did not provide any of the aforementioned intangible assets as collateral.

  • (n) Short-term borrowings

The details of short-term borrowings were as follows:

The details of short-term borrowings were as follows:

Unsecured bank loans

Unused credit lines

Annual interest rates
December 31,
2023
$
756,252
$
26,822,784
3.04%~3.64%
December 31,
2022
489,370
27,873,579
1.95%~4.98%
  • (o) Long-term borrowings
Secured bank loans
Less: current portion
Unused credit lines
December 31, 2023
Annual interest
rate
Maturity year
Amount
1.1%~1.65%
2026~2028
$ 707,979
(16,667)
$
691,312
$
2,321,407
Currency Annual interest
rate
TWD 1.1%~1.65%

(Continued)

45

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

December 31, 2022

Secured bank loans
Less: current portion
Unused credit lines
Currency Annual interest
rate
Maturity year
Amount
2026
$ 464,000
-
$
464,000
$
1,950,166
TWD 1.03%~1.40%

(i) Please refer to note 8 for further information on assets provided as collateral.

(ii) Please refer to note 9 for the details of the outstanding guarantee notes.

(p) Lease liabilities

The carrying amounts of lease liabilities of the Group were as follow:

Current
Non-current
For the maturity analysis, please refer to note 6(aa).
December 31,
2023
$
225,189
$
1,559,401
December 31,
2022
193,405
1,704,857

The amounts recognized in profit or loss were as follows:

The amounts recognized in profit or loss were as follows:
Interest on lease liabilities
Expenses relating to short-term leases and leases of low-value
assets
2023
$
58,614
$
95,597
2022
68,016
105,866

The amounts recognized in the statement of cash flows for the Group were as follows:

Rental paid in operating activities
Interest on lease liabilities paid in operating activities
Payment made on lease liabilities in financing activities
Total cash outflow for leases
2023
$ (95,597)
(58,614)
(236,951)
$
(391,162)
2022
(105,866
(68,016
(234,706
(408,588

(i) Real estate leases

The Group leases lands and buildings for its office, staff dormitory, factory facilities and warehouses. The leases typically run for a period of one to fifty years. Some leases require additional rental payments depending on the changes in fair value of the lease assets.

(Continued)

46

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(ii) Other leases

The Group leases vehicles and some of other equipment with lease terms of one to five years.

The Group also leases machineries and some of other equipment with lease terms of one to five years. These leases are short-term or leases of low-value items. The Group decided to apply recognition exemptions, and had elected not to recognize its right-of-use assets and lease liabilities for these leases.

(q) Operating lease

The Group leases out its investment property. The Group has classified these leases as operating leases, because it does not transfer substantially all of the risks and rewards incidental to the ownership of the assets. Please refer to note 6(l) sets out information about the operating leases of investment property.

A maturity analysis of lease payments, showing the undiscounted lease payments to be received after the reporting date, was as follows:

Less than one year
One to five years
Total undiscounted lease payments
December 31,
2023
$ 58,702
95,317
$
154,019
December 31,
2022
1,497
417
1,914

Rental income from investment property amounted to $15,807 and $1,370 in 2023 and 2022, respectively.

(r) Employee benefits

(i) Defined benefit plans

Reconciliation of defined benefit obligation at present value and plan asset at fair value are as follows:

Present value of defined benefit obligations
Fair value of plan assets
Net defined benefit liability (classified as other non-current
liabilities)
December 31,
2023
$ 119,828
64,056
$
55,772
December 31,
2022
125,391
70,037
55,354

The Group makes defined benefit plan contributions to the pension fund account with Bank of Taiwan that provides pensions for employees upon retirement. The plans (covered by the Labor Standards Law) entitle a retired employee to receive retirement benefits based on years of service and average salary for the six months prior to retirement.

(Continued)

47

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

1) Composition of plan assets

The Group allocates pension funds in accordance with the Regulations for Revenues, Expenditures, Safeguard and Utilization of the Labor Retirement Fund, and such funds are managed by the Bureau of Labor Funds, Ministry of Labor. With regard to the utilization of the funds, minimum earnings shall be no less than the earnings attainable from two-year time deposits with interest rates offered by local banks.

The Group’ s Bank of Taiwan labor pension reserve account balance amounted to $64,056 at the end of the reporting period. For information on the utilization of the labor pension fund assets, including the asset allocation and yield of the fund, please refer to the website of the Bureau of Labor Funds, Ministry of Labor.

  • 2) Movements in present value of defined benefit obligations

The movements in present value of defined benefit obligations for the Group for the years ended December 31, 2023 and 2022, were as follows:

Defined benefit obligation at January 1
Benefits paid
Current service costs and interest cost
Remeasurement of net defined liabilities
Defined benefit obligation at December 31
2023
$ 125,391
(10,208)
1,692
2,953
$
119,828
2022
134,375
(9,099)
1,195
(1,080)
125,391
  • 3) Movements of defined benefit plan assets

The movements in the present value of the defined benefit plan assets for the Group for the years ended December 31, 2023 and 2022, were as follows:

Fair value of plan assets at January 1
Interest income
Remeasurement of net defined liabilities
Contribution paid
Benefits paid
Fair value of plan assets at December 31
2023
$ 70,037
936
525
2,766
(10,208)
$
64,056
2022
69,942
530
5,891
2,773
(9,099)
70,037

(Continued)

48

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

4) Expenses recognized in profit or loss

The expenses recognized in profit or loss for the Group for the years ended December 31, 2023 and 2022, were as follows:

Current service costs
Net interest of net liabilities for defined benefit
Expenses
2023
$ -
756
$
756
2022
192
473
665
  • 5) Remeasurements of net defined benefit liability (asset) recognized in other comprehensive income.

The Group’ s remeasurement of the net defined benefit liability (asset) recognized in other comprehensive income for the years ended December 31, 2023 and 2022, was as follows:

Balance on January 1
Recognized during the period
Balance on December 31
2023
$ 16,085
2,428
$
18,513
2022
23,056
(6,971)
16,085
  • 6) Actuarial assumptions

The principal actuarial assumptions at the reporting date were as follows:

Discount rate
Future salary increase rate
December 31,
2023
December 31,
2022
%
1.300
%
1.400
%
2.750
%
2.750

The expected allocation payment to be made by the Group to the defined benefit plans for the one-year period after the reporting date was $2,742.

The weighted-average duration of the defined benefit plans is 8 years.

  • 7) Sensitivity analysis

When computing the present value of the defined benefit obligations, the Group uses judgments and estimations to determine the actuarial assumptions, including discount rates and future salary changes, as of the financial statement date. Any changes in the actuarial assumptions may significantly impact the amount of the defined benefit obligations.

If the actuarial assumptions had changed, the impact on the present value of the defined benefit obligation shall be as follows:

(Continued)

49

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

December 31, 2023
Discount rate
Future salary increase rate
December 31, 2022
Discount rate
Future salary increase rate
Influences of defined
benefit obligations
Increased 0.25%
Decreased 0.25%
$ (2,033)
2,089
$ 2,007
(1,963)
$ (2,198)
2,261
$ 2,169
(2,119)

Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions constant, would have affected the defined benefit obligation by the amounts shown above. Many assumption changes may affect each other in practice. The method used in the sensitivity analysis is consistent with the calculation of pension liabilities in the balance sheets.

There were no changes in the method and assumptions used in the preparation of the sensitivity analysis for 2023 and 2022.

(ii) Defined contribution plans

The continuing operations allocate 6% of each employee’s monthly wages to the labor pension personal account at the Bureau of Labor Insurance in accordance with the provisions of the Labor Pension Act. Under these defined contribution plans, the Group contribute a fixed amount to the Bureau of Labor Insurance without additional legal or constructive obligation.

The Company’s foreign subsidiaries have defined contribution plans. These plans are funded in accordance with the regulations of their respective countries. Contributions to these plans are expensed as incurred without additional legal or constructive obligation.

The Group recognized pension costs under the defined contribution method amounting to $397,532 and $455,196 for the years ended December 31, 2023 and 2022, respectively, recorded as operating cost and operating expenses in the statement of comprehensive income.

(s) Income taxes

(i) The details of the Group’s income tax expenses were as follows:

Current tax expense
Deferred tax expense (benefit)
Income tax expense
2023
$ 470,465
162,418
$
632,883
2022
852,771
(92,768)
760,003

(ii) The Group has no income tax directly recognized in equity or other comprehensive income.

(Continued)

50

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(iii) Reconciliation of income tax expenses and profit before tax were as follows:

Profit before income tax
Income tax calculated based on domestic tax rate of
individual entity of the Group
Overseas investment gains recognized under the equity
method
Prior year’s income tax adjustment
Surtax on unappropriated earnings
Investment tax credits accrued
Other
Income tax expense
2023
$ 3,266,372
938,458
(267,941)
(44,188)
35,470
(130,339)
101,423
$
632,883
2022
3,628,964
1,098,069
(313,077)
20,337
22,425
(146,968)
79,217
760,003
  • (iv) Deferred tax assets and liabilities

  • 1) Unrecognized deferred tax liabilities

The Group is able to control the timing of the reversal of the temporary differences associated with subsidiaries’ earnings. Also, the management considered it probable that the temporary differences will not be reversed in the foreseeable future. Hence, such temporary differences were not recognized under deferred tax liabilities. Details were as follows:

Aggregate amount of temporary differences related
to investments in subsidiaries
December 31,
2023
$
1,475,850
December 31,
2022
1,339,438
  • 2) Unrecognized deferred tax assets

Deferred tax assets have not been recognized in respect of the following items:

Deductible temporary differences December 31,
2023
$
243,900
December 31,
2022
207,558

The deductible temporary differences and losses cannot be realized, or there may not be sufficient taxable profit to utilize after the Group’s evaluation. Therefore, they were not recognized as deferred tax assets.

(Continued)

51

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

3) Recognized deferred tax assets and liabilities

Changes in the amount of deferred tax assets and liabilities were as follows:

Investment
income
recognized
under the equity
method
(overseas)
Deferred tax liabilities:
Balance on January 1, 2023
$ 253,637
Recognized in profit or loss
98,898
Balance on December 31, 2023
$
352,535
Balance on January 1, 2022
$ 222,385
Recognized in profit or loss
31,252
Balance on December 31, 2022
$
253,637
Bad debt
in excess
of tax limit
Loss
carryforward
Unfunded
pension fund
contribution
Refund
liabilities
Deferred tax assets:
Balance on January 1, 2023
$ -
3,181
12,814
243,832
Recognized in profit or loss
-
(3,181)
(402)
32,981
Balance on December 31, 2023 $
-
-
12,412
276,813
Balance on January 1, 2022
$ 39,958
13,523
13,235
227,235
Recognized in profit or loss
(39,958)
(10,342)
(421)
16,597
Balance on December 31, 2022 $
-
3,181
12,814
243,832
Investment
income
recognized
under the equity
method
(overseas)
Deferred tax liabilities:
Balance on January 1, 2023
$ 253,637
Recognized in profit or loss
98,898
Balance on December 31, 2023
$
352,535
Balance on January 1, 2022
$ 222,385
Recognized in profit or loss
31,252
Balance on December 31, 2022
$
253,637
Bad debt
in excess
of tax limit
Loss
carryforward
Unfunded
pension fund
contribution
Refund
liabilities
Deferred tax assets:
Balance on January 1, 2023
$ -
3,181
12,814
243,832
Recognized in profit or loss
-
(3,181)
(402)
32,981
Balance on December 31, 2023 $
-
-
12,412
276,813
Balance on January 1, 2022
$ 39,958
13,523
13,235
227,235
Recognized in profit or loss
(39,958)
(10,342)
(421)
16,597
Balance on December 31, 2022 $
-
3,181
12,814
243,832
Investment
income
recognized
under the equity
method
(overseas)
Deferred tax liabilities:
Balance on January 1, 2023
$ 253,637
Recognized in profit or loss
98,898
Balance on December 31, 2023
$
352,535
Balance on January 1, 2022
$ 222,385
Recognized in profit or loss
31,252
Balance on December 31, 2022
$
253,637
Bad debt
in excess
of tax limit
Loss
carryforward
Unfunded
pension fund
contribution
Refund
liabilities
Deferred tax assets:
Balance on January 1, 2023
$ -
3,181
12,814
243,832
Recognized in profit or loss
-
(3,181)
(402)
32,981
Balance on December 31, 2023 $
-
-
12,412
276,813
Balance on January 1, 2022
$ 39,958
13,523
13,235
227,235
Recognized in profit or loss
(39,958)
(10,342)
(421)
16,597
Balance on December 31, 2022 $
-
3,181
12,814
243,832
Investment
income
recognized
under the equity
method
(overseas)
Investment
income
recognized
under the equity
method
(overseas)
Investment
income
recognized
under the equity
method
(overseas)
Unrealized
foreign exchange
gains
Unrealized
foreign exchange
gains
Unrealized
foreign exchange
gains
Amortization of
appraised value
adjustment of
intangible assets
Amortization of
appraised value
adjustment of
intangible assets
Amortization of
appraised value
adjustment of
intangible assets
Others Others Total
269,298
115,110
384,408
307,600
(38,302)
269,298
thers
Total
41,322
747,289
34,121
(47,308)
75,443
699,981
33,066
692,823
8,256
54,466
41,322
747,289
Total
269,298
115,110
384,408
307,600
(38,302)
269,298
thers
Total
41,322
747,289
34,121
(47,308)
75,443
699,981
33,066
692,823
8,256
54,466
41,322
747,289
253,637
98,898
Loss on
inventory
valuation
119,051
(62,919)
56,132
94,321
24,730
119,051
-
-
10,736
(10,482)
254
21,219
(10,483)
10,736
Deferred
granted
revenue
Unrealized
revenue
from
disposal of
assets
135,870
18,026

(20,276)
(3,090)
115,594
14,936
160,509
21,116
(24,639)
(3,090)
135,870
18,026
4,925
26,694
31,619
15,295
(10,370)
4,925
Gain on
valuation of
financial
assets /
liabilities
O
129,391
(3,342)
126,049
89,860
39,531
129,391
352,535 -
222,385
31,252
253,637
Refund
liabilities
Deferred
granted
revenue
135,870

(20,276)
115,594
160,509
(24,639)
135,870
Gain on
valuation of
financial
assets /
liabilities
129,391
(3,342)
thers
41,322
34,121
75,443
33,066
8,256
41,322
3,181
(3,181)
-
13,523
(10,342)
3,181
12,814
(402)
12,412
13,235
(421)
12,814
243,832
32,981
43,802
(21,200)
747,289
(47,308)
276,813 22,602 14,936 126,049 699,981
227,235
16,597
-
43,802
21,116
(3,090)
89,860
39,531
692,823
54,466
243,832 43,802 18,026 129,391 747,289

(v) The Company’s income tax returns have been examined by the tax authority through the years to 2020.

(vi) Global minimum top-up tax

The Group operates in United Kingdom, Japan and The Czech Republic , which have enacted new legislation to implement the global minimum top-up tax. The Group expects to be subject to the top-up tax in relation to its operations in the Cayman Islands, where the statutory tax rate is 0%. However, since the newly enacted tax legislation in United Kingdom, Japan and The Czech Republic is only effective from January 1, 2024, there is no current tax impact for the year ended December 31, 2023.

The Group has applied a temporary mandatory relief from deferred tax accounting for the impacts of the top-up tax and accounts for it as a current tax when it is incurred. Please refer to note 4(s) for explanation of accounting policies.

(Continued)

52

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

If the top-up tax had applied in 2023, then the profits relating to the Group’s operations in the Cayman Islands for the year ended December 31, 2023 that would be subject to it amount to 4,415 thousand, with the average effective tax rate applied to those profits during 2023 being 0%.

(t) Capital and other equity

(i) Ordinary shares

As of December 31, 2023 and 2022, the nominal ordinary shares both amounted to $5,500,000. Par value of each share is $10 (dollars), which means in total there were 550,000 thousand authorized common shares, of which 462,974 and 458,289 thousand shares, respectively, were issued. All issued shares were paid up upon issuance.

Reconciliation of shares outstanding were as follows:

Balance on January 1
Issuance of restricted stock
Cancellation of restricted stock
Balance on December 31
Ordinary shares
(in thousands of shares)
Ordinary shares
(in thousands of shares)
2023
458,289
4,885
(200)
462,974
2022
455,263
3,555
(529
458,289

(ii) Capital surplus

The balances of capital surplus were as follows:

The balances of capital surplus were as follows:
Additional paid-in capital
Employee stock options
Restricted employee stock options
Long-term investments
December 31,
2023
$ 1,076,639
259,401
463,007
560,706
$
2,359,753
December 31,
2022
945,508
259,401
351,458
573,541
2,129,908

According to the ROC Company Act, capital surplus can only be used to offset a deficit, and only the realized capital surplus can be used to increase the ordinary shares or be distributed as cash dividends. The aforementioned realized capital surplus includes capital surplus resulting from premium on issuance of capital stock and earnings from donated assets received. According to the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, the capital increase via transferring of the paid-in capital, in excess of par value, should not exceed 10% of the total common stock outstanding.

(Continued)

53

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Tymphany Huizhou, a subsidiary of the Company, repurchased shares from the employee stock ownership plan in cash and cancelled such shares for a capital reduction in May 2022, resulting in an increase of the shareholding of the Company from 71.43% to 77.01%. The Company recognized the change in its ownership interest in the subsidiary as capital surpluslong-term equity investments. Please refer to notes 6(i) and (u) for details.

(iii) Retained earnings

According to the articles of the Company, when allocating the earnings for each year, the Company shall first offset its losses in previous year and set aside a legal capital reserve at 10% of the earing left over, until the accumulated legal capital reserve has equaled the total capital of the Company; then set aside a special capital reserve in accordance with relevant laws, the balance of the earnings shall combined into an aggregate amount of undistributed earnings, which shall become the aggregate distributable earnings to be distributed according to the distribution plan proposed by the board of directors and submitted to the stockholders’ meeting for resolution.

The Company is at the growth stage and considers its future cash demand, long-term financial plans, benefits to stockholders, and balanced dividends. Earnings distribution is made by stock dividend and cash dividend. The cash dividend shall not be less than 10 percent of the total dividends and could be adjusted depending on the Company’s operating condition.

1) Legal reserve

If the Company experiences profit for the year, the distribution of the statutory earnings reserve, either by new shares or by cash, shall be decided at the stockholders’ meeting, and the distribution amount is limited to the portion of legal reserve which exceeds 25 percent of the paid-in capital.

2) Special reserve

By choosing to apply exemptions granted under IFRS 1 “ First-time Adoption of International Financial Reporting Standards” during the Company’s first-time adoption of the IFRS Accounting Standards by the FSC, retained earnings increased by $97,300 by recognizing the cumulative translation adjustments (gains) on the adoption date as deemed cost. In accordance with the FSC, the increase in retained earnings due to the first-time adoption of IFRSs shall be reclassified as special reserve, and when the relevant asset is used, disposed of, or reclassified, this special reserve, shall be reversed as distributable earnings proportionately. As of December 31, 2023 and 2022, the carrying amount of special reserve both amounted to $97,300.

(Continued)

54

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

In accordance with the FSC, a portion of earnings shall be allocated as special earnings reserve during earnings distribution. If the Company has already reclassified a portion of earnings to special reserve under the preceding subparagraph, it shall make supplemental allocation of special reserve for any difference between the amount it has already allocated and the amount of the current-period total net reduction of other shareholders’ equity. An equivalent amount of special reserve shall be allocated from the after-tax net profit in the period, plus items other than after-tax net profit in the period, that are included in the undistributed current-period earnings and the undistributed prior-period earnings. Similarly, a portion of undistributed prior-period earnings shall be reclassified as special earnings reserve (which does not qualify for earnings distribution) to account for cumulative changes to other stockholders’ equity pertaining to prior periods. Amounts of subsequent reversals pertaining to the net reduction of other stockholders’ equity shall qualify for additional distributions.

  • 3) Earnings distribution

On May 25, 2023 and May 26, 2022, the shareholders’ meeting resolved to distribute the 2022 and 2021 earnings, respectively. The distributions for 2022 and 2021 were NT$3.9(dollars) and NT$3.1(dollars) per share, which amounted to $1,791,794 and $1,411,230, respectively.

The earnings distributions for 2023 were proposed to be NT$4(dollars) per share which amounted to $1,851,727 during the board of directors meeting held on February 26, 2024.

(u) Share-based payment

  • (i) Employee stock options and share-based payment

  • 1) The Group had share-based payment arrangements as follows:

Employee stocks ownership plans September 2017 Grant date September 29, 2017 Exercise price CNY$1.1952 Granted units (thousand) 40,310 Service period 15 years Vesting period 12 months after Tymphany Huizhou listed

(Continued)

55

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

The Group measured the fair value of the aforementioned share-based payment. The measurement basis of the fair value was as follows:

Issnance of ordinary shares for employee stocks September 2017 Exercise price CNY$1.1952 - Expected time until expiration (years) Stock price per share CNY$1.7784 Expected volatility of stock price 37.53% - Expected dividend yield Risk-free interest rate 3.17%

On February 14 and March 1, 2022, the Group resolved through the board of directors’ and shareholders’ meeting of Tymphany Huizhou to adjust the share incentive plan. As of December 31, 2022, all the shares from the employee ownership plan were repurchase and cancelled.

(ii) Restricted stock

1) As of December 31, 2023, the outstanding restricted stock of the Group was as follows:

Grant date
Fair value on grant
date (per share)
Exercise price
Granted units
(thousand shares)
Vesting period
Plan 5 (note 1)
November 21,
2019
February 20,
2020
64.30
53.20
Free grants
Free grants
1,820
180
1~3 years
(notes 2 and 4)
1~3 years
(note 2)
Plan 6 (note 1) Plan 7 (note 1) Plan 8 (note 1)
Plan 9 (note 1)
July 30,
2020
January 25,
2021
41.75
55.80
Free grants
Free grants
2,260
740
1~5 years
(notes 2, 3, 4
and 5)
1~3 years
(notes 2, 3 and 4)
October 18,
2021
February 9,
2022
50.40
53.90
Free grants
Free grants
3,800
200
1~3 years
(note 2)
1~3 years
(note 2)
August 9,
2022
February 8,
2023
August 4,
2023
69.70
58.50
63.30
Free grants
Free grants
Free grants
3,355
1,145
3,740
1~3 years
(note 2)
1~3 years
(note 2)
1~3 years
(note 2)

Note 1: Plan 5 was resolved by the stockholders’ meeting held on June 18, 2019, and has been registered with and approved by the Securities and Futures Bureau of the FSC. The board of directors’ meeting resolved to issue 1,820 thousand shares and 180 thousand shares on November, 2019 and February, 2020, respectively.

Plan 6 was resolved by the stockholders’ meeting held on June 23, 2020, and has been registered with and approved by the Securities and Futures Bureau of the FSC. The board of directors’ meeting resolved to issue 2,260 thousand and 740 thousand shares on July, 2020 and January, 2021, respectively.

Plan 7 was resolved by the stockholders’ meeting held on July 13, 2021, and has been registered with and approved by the Securities and Futures Bureau of the FSC. The board of directors’ meeting resolved to issue 3,800 thousand and 200 thousand shares on August, 2021 and January, 2022, respectively.

(Continued)

56

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Plan 8 was resolved by the stockholders’ meeting held on May 26, 2022, and has been registered with and approved by the Securities and Futures Bureau of the FSC. The board of directors’ meeting resolved to issue 3,355 thousand and 1,145 thousand shares on August, 2022 and January, 2023, respectively.

Plan 9 was resolved by the stockholders’ meeting held on May 25, 2023, and has been registered with and approved by the Securities and Futures Bureau of the FSC. The board of directors’ meeting resolved to issue 3,740 thousand shares on August, 2023.

  • Note 2: If the employees continue to provide service to the employer company and meet the prior year’ s performance indicator, 30%, 30% and 40% shall be vested in the first year, second year and third year, respectively, after the grant date.

  • Note 3: If the employees continue to provide service to the employer company and meet the prior year’s performance indicator, 50% of the restricted stock shall be vested in the first year after the grant date, and the remaining 50% shall be vested in second year after the grant date.

  • Note 4: If the employees continue to provide service to the employer company and meet the prior year’s performance indicator, the restricted stock shall be vested in the first year after the grant date.

  • Note 5: If the employees continue to provide service to the employer company and meet the prior year’s performance indicator, 15%, 15%, 20%, 20% and 30% shall be vested in the first year, second year, third year, fourth year and fifth year, respectively, after the grant date.

The restricted stock is kept by a trust, which is appointed by the Group, before it is vested. These shares shall not be sold, pledged, transferred, gifted, or, by any other means, disposed of to third parties during the custody period. The voting rights of these shares are executed by the custodian, and the custodian will act based on law and regulations. If the shares remain unvested after the vesting period, the Group will cancel the unvested shares thereafter.

  • 2) The related information on restricted stock of the Group was as follows:
(Thousand shares)
Outstanding on January 1
Granted during the year
Vesting during the year
Expired during the year
Outstanding on December 31
2023
7,148
4,885
(2,793)
(243)
8,997
2022
6,487
3,555
(2,365)
(529)
7,148

(Continued)

57

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(iii) Expenses attributable to share-based payment were as follows:

Employee stock options
Restricted stock
Total
2023
$ -
250,220
$
250,220
2022
15,480
184,883
200,363

(v) Earnings per share

The calculation of basic earnings and diluted earnings per share was as follows:

(i) Basic earnings per share

The calculation of basic earnings per share for the years ended December 31, 2023 and 2022, based on the profit attributable to owners of parent of the Company and the weighted-average number of ordinary shares outstanding was as follows:

Profit attributable to owners of parent
Weighted-average number of ordinary shares (thousand
shares)
Basic earnings per share (NT dollars)
Ordinary shares at January 1
Vesting of restricted stock
Ordinary shares at December 31
2023
$
2,485,289
452,268
$
5.50
2023
451,142
1,126
452,268
2022
2,742,609
449,522
6.10
2022
448,777
745
449,522

(ii) Diluted earnings per share

The calculation of diluted earnings per share as of December 31, 2023 and 2022 was based on the profit attributable to ordinary shareholders of the Company and the weighted average number of ordinary shares outstanding after adjusting the effects of all dilutive potential ordinary shares was as follows:

Profit attributable to owners of parent
Weighted-average number of ordinary shares (diluted)
(thousand shares)
Diluted earnings per share (NT dollars)
2023
$
2,485,289
458,794
$
5.42
2022
2,742,609
455,337
6.02

(Continued)

58

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Weighted-average number of ordinary shares (diluted) (thousand shares)

Weighted-average number of ordinary shares on December
31 (basic)
Estimated effect of employee stock bonuses
Effect of restricted stock
Weighted-average number of ordinary shares on December
31 (diluted)
2023
452,268
1,605
4,921
458,794
2022
449,522
2,074
3,741
455,337
  • (w) Revenue from contracts with customers

  • (i) Disaggregation of revenue

Goods sold
Service rendered
Goods sold
Service rendered
Mainland China
Europe
America
Other
2023
Computer
Peripherals
Non-computer
Peripherals
37,025,349
1,014,250
38,039,599
2022
Total
$ 22,293,789
155,014
$
22,448,803
59,319,138
1,169,264
60,488,402
Computer
Peripherals
Total
$ 27,128,373
153,541
$
27,281,914
77,336,595
1,904,170
79,240,765
2022
28,212,456
20,771,566
21,964,066
8,292,677
79,240,765

(Continued)

59

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(ii) Contract balances

Accounts receivable (including related
parties)
Less: allowance for impairment
Contract liabilities (classified as other
current liabilities)
December 31,
2023
$ 11,619,809
(67,416)
$
11,552,393
$
488,099
December 31,
2022
14,497,309
(104,638)
14,392,671
534,641
January 1,
2022
13,534,590
(29,635)
13,504,955
196,113

For details on accounts receivable (including related parties) and allowance for impairment, please refer to note 6(e).

The amount of revenue recognized for the years ended December 31, 2023 and 2022 that were included in the contract liability balance at the beginning of the period were $432,673 and $196,113, respectively.

The contract liabilities primarily relate to the advance consideration received from contracts with goods sold, for which revenue is recognized when products are delivered to customers.

(x) Employee’s and directors’ and supervisors’ remuneration

In accordance with the Articles of incorporation, the Company should contribute 2 to 10 percent of the profit as employee remuneration and less than 2 percent as directors’ remuneration when there is profit for the year. However, if the Company has accumulated deficits, the profit should be reserved to offset the deficit. The recipients of shares and cash may include the employees of the Company’s affiliated companies who meet certain conditions.

Details of remuneration to employees and directors were as follows:

Employee remuneration
Directors’ remuneration
2023
$ 89,330
44,665
$
133,995
2022
99,830
49,915
149,745

The estimated amounts mentioned above are calculated based on the net profit before tax, excluding the remuneration to employees, directors and supervisors of each period, multiplied by the percentage of remuneration to employees, directors and supervisors as specified in the Company’s articles. These remunerations were expensed under operating costs or operating expenses during each period. The differences between the amounts distributed and those accrued in the financial statements, if any, are accounted for as changes in accounting estimate and recognized as profit or loss in the distribution year.

(Continued)

60

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

The differences between the amounts approved in the directors’ meeting and those recognized in the financial statements for the distributions of earnings for 2022 and 2021 were as follows:

Employee remuneration–Cash
Director’s remuneration
Employee remuneration–Cash
Director’s remuneration
2022
Actual
earnings
distributed
Accrued in
the financial
statement
Difference
$ 99,830
99,830
-
49,915
49,915
-
2021
Actual
earnings
distributed
Accrued in
the financial
statement
Difference
$ 85,798
85,799
1
42,899
42,899
-

The difference in 2021 was accounted for as changes in accounting estimates and recognized as profit or loss in 2022. Information on the remuneration to employees and directors, approved in the Board of Directors’ meetings, can be accessed in the Market Observation Post System website.

(y) Other income

The details of other income were as follows:

Government grants
Rent income
Dividend income
Other
2023
$ 22,433
16,725
690
643
$
40,491
2022
45,289
6,731
10,744
945
63,709

(z) Other gains and losses

The details of other gains and losses were as follows:

Net losses on financial assets/liabilities measured at FVTPL
Impairment losses of property, plant and equipment
Foreign currency exchange gains (losses), net
Net income on disposal of property, plant and equipment
Impairment losses of investments accounted for using equity
method
Impairment losses of intangible assets
Net gains on disposal of right-of-use assets
Other
2023
$ (613,592)
-
874,567
42,630
-
-
21,491
(55,758)
$
269,338
2022
(619,677)
(6,084)
1,255,089
3,510
(157,740)
(29,198)
17,338
(5,940)
457,298

(Continued)

61

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(aa) Financial instruments

  • (i) Credit risk

1) Credit risk exposure

The carrying amount of financial assets represents the maximum amount exposed to credit risk.

2) Concentration of credit risk

For information on the Group's concentration of credit risk, please refer to note 6(ab).

(ii) Liquidity risk

The following table shows the contractual maturities of financial liabilities, including estimated interest payments:

December 31, 2023
Non-derivative financial liabilities:
Short-term borrowings
Notes and accounts payable
Other payables
Salaries payable
Lease liabilities
Refund liabilities
Long-term borrowings
Guarantee deposits
Derivative financial liabilities:
Outflow
Inflow
December 31, 2022
Non-derivative financial liabilities:
Short-term borrowings
Notes and accounts payable
Other payables
Salaries payable
Lease liabilities
Refund liabilities
Long-term borrowings
Guarantee deposits
Derivative financial liabilities:
Outflow
Inflow
Carrying
amount
$ 756,252
12,135,123
2,999,687
1,310,137
1,784,590
2,239,016
707,979
33,505
992,339
-
-
$
22,958,628
$ 489,370
14,038,527
3,365,325
1,678,657
1,898,262
1,912,359
464,000
12,126
1,016,661
-
-
$
24,875,287
Contractual
cash flows
759,171
12,135,123
2,999,687
1,310,137
2,017,258
2,239,016
732,135
33,505
-
2,134,469
(1,142,130)
23,218,371
502,282
14,038,527
3,365,325
1,678,657
2,213,790
1,912,359
482,562
12,126
-
16,739,065
(15,722,404)
25,222,289
Within 1
year
759,171
12,135,123
2,999,687
1,310,137
272,412
2,239,016
26,686
-
-
2,134,469
(1,142,130)
20,734,571
502,282
14,038,527
3,365,325
1,678,657
246,684
1,912,359
6,256
-
-
16,739,065
(15,722,404)
22,766,751
1~2 years
-
-
-
-
248,423
-
240,064
-
-
-
-
488,487
-
-
-
-
223,907
-
22,923
-
-
-
-
246,830
2~5 years
-
-
-
-
631,932
-
465,385
-
-
-
-
1,097,317
-
-
-
-
587,179
-
453,383
-
-
-
-
1,040,562
Over 5
years
-
-
-
-
864,491
-
-
33,505
-
-
-
897,996
-
-
-
-
1,156,020
-
-
12,126
-
-
-
1,168,146

The Group does not expect that the cash flows included in the maturity analysis could occur significantly earlier or at significantly different amounts.

(Continued)

62

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(iii) Currency risk

1) Exposure to foreign currency risk

The Group’s significant exposure to foreign currency risk was as follows:

F inancial assets
Monetary items
USD:CNY
USD:HKD
USD:TWD
EUR:CZK
USD:CZK
USD:THB
EUR:HKD
CZK:HKD
inancial liabilities
Monetary items
USD:CNY
USD:HKD
USD:TWD
EUR:CZK
USD:THB
EUR:HKD
USD:CZK
D ecember 31, 2023 TWD
16,811,402
8,139,702
12,715,538
215,742
536,971
1,091,140
263,249
130,385
7,984,009
5,896,555
15,223,471
163,222
1,608,905
113,941
100,749
D ecember 31, 2022
Foreign
currency
$ 546,979
264,835
413,715
6,326
17,471
35,502
7,719
94,345
$ 259,769
191,851
495,314
4,786
52,348
3,341
3,278
Exchange
rate
7.0827
7.8157
30.7350
24.6773
22.2390
34.1400
8.6723
0.3514
7.0827
7.8157
30.7350
24.6773
34.1400
8.6723
22.2390
Foreign
currency
484,442
278,389
345,280
5,063
16,806
19,139
11,806
135,484
291,417
214,250
421,099
5,871
63,027
2,646
10,461
Exchange
rate
TWD
6.9646
14,876,249
7.7967
8,548,784
30.7080
10,602,846
24.2078
165,707
22.7180
516,079
34.6530
587,708
8.3098
386,399
0.3433
183,174
6.9646
8,948,836
7.7967
6,579,182
30.7080
12,931,116
24.2078
192,152
34.6530
1,935,447
8.3098
86,601
22.7180
321,236
F

2) Sensitivity analysis

The Group’s exposure to foreign currency risk arises from the translation of the foreign currency exchange gains and losses on cash and cash equivalents, accounts receivable, other receivables, loans and borrowings, notes and accounts payable, and other payables that are denominated in foreign currency. A weakening (strengthening) of 5% of the TWD, CNY, HKD, CZK and THB against the USD; the HKD against CZK; as well as HKD and CZK against the EUR, as of December 31, 2023 and 2022, would have increased or decreased the net profit before tax by $440,664 and $243,619, respectively. The analysis is performed on the same basis for both periods.

Since the Group has many kinds of functional currency, the information on foreign exchange gain (loss) on monetary items is disclosed by total amount. For the years ended December 31, 2023 and 2022, foreign exchange gain (including realized and unrealized portions) amounted to $874,567 and $1,255,089, respectively.

(Continued)

63

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(iv) Interest rate analysis

Please refer to the note on liquidity risk management and interest rate exposure of the Group’s financial assets and liabilities.

The following sensitivity analysis is based on the exposure to the interest rate risk of nonderivative financial instruments on the reporting date. Regarding assets and liabilities with variable interest rates, the analysis is based on the assumption that the amounts of liabilities outstanding at the reporting date was outstanding throughout the year. The rate of change is expressed as the interest rate increases or decreases by 0.25% when reporting to management internally, which also represents the Group management’ s assessment of the reasonably possible interest rate change.

If the interest rate had increased or decreased by 0.25%, and assumed all other variables remain constant, the profit before tax would have increased or decreased by $15,122 and $10,434 for the years ended December 31, 2023 and 2022, respectively. This is mainly due to borrowings and demand deposits with variable interest rates.

(v) Other price risk

If the market price of the equity securities had changed on the reporting date, the influence on other comprehensive income is as follows (The analysis is performed on the same basis for both periods, and assumes all other variable remain constant):

Price of securities at the
reporting date
Increasing 10%
Decreasing 10%
2023 2023
Other
comprehensive
income before
tax
Income before
tax

(Continued)

64

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(vi) Fair value

1) Kinds of financial instruments and fair value

The carrying amount and fair value of the Group’ s financial assets and liabilities, including the information on fair value hierarchy were as follows; however, for financial instruments not measured at fair value whose carrying amount is reasonably close to the fair value, and lease liabilities, disclosure of fair value information is not required:

Financial assets at FVTPL
Financial assets at FVOCI –
non-current
Financial assets measured at
amortized cost:
Cash and cash equivalents
Financial assets at amortized cost
-current
Notes and accounts receivable
(including related parties)
Other receivables
Refundable deposits
Total
Financial liabilities at FVTPL –
current
Financial liabilities measured at
amortized cost:
Borrowings
Notes and accounts payable
Other payables
Salaries payable
Lease liabilities
Refund liabilities
Guarantee deposits
Total
December 31, 2023 December 31, 2023 December 31, 2023
Carrying
amounts
$
391,656
$
290,285
$ 10,904,683
30,234
11,552,393
1,556,671
122,405
$
24,166,386
$
992,339
$ 1,464,231
12,135,123
2,999,687
1,310,137
1,784,590
2,239,016
33,505
$
21,966,289
Fair Value
Level 1
-
-
-
Level 2
-
-
-
Level 3
Total
391,656
391,656
290,285
290,285
992,339
992,339

(Continued)

65

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Financial assets at FVTPL
Financial assets at FVOCI –
non-current
Financial assets measured at
amortized cost:
Cash and cash equivalents
Financial assets at amortized cost
-current
Notes and accounts receivable
(including related parties)
Other receivables
Refundable deposits
Total
Financial liabilities at FVTPL –
current
Financial liabilities measured at
amortized cost :
Borrowings
Notes and accounts payable
Other payables
Salaries payable
Lease liabilities
Refund liabilities
Guarantee deposits
Total
December 31, 2022 December 31, 2022 December 31, 2022
Carrying
amounts
$
399,646
$
350,788
$ 6,284,887
130,023
14,392,671
1,944,391
130,474
$
22,882,446
$
1,016,661
$ 953,370
14,038,527
3,365,325
1,678,657
1,898,262
1,912,359
12,126
$
23,858,626
Fair Value
Level 1
-
-
-
Level 2
-
-
-
Level 3
Total
399,646
399,646
350,788
350,788
1,016,661
1,016,661

2) Fair value valuation techniques for financial instruments measured at fair value

If a financial instrument has a quoted price in an active market, the quoted price is used as fair value. The quoted price of a financial instrument obtained from major exchanges and over-the counter markets are the basis used to determine the fair value of a listed company’s stock and the quoted prices in an active market.

A financial instrument is regarded as being quoted in an active market if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service or regulatory agency and those prices represent actual and regularly occurring market transactions on an arm’s-length basis. If these conditions can not be reached, then the market is non-active. In general, a market with low trading volume or high bid-ask spreads is an indication of a non-active market.

(Continued)

66

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

The Group uses the following methods in determining the fair value of its financial instruments without a quoted price in an active market:

  • a) The fair value of derivative instruments is based on quoted prices. When quoted prices are unavailable, the fair value is estimated on the basis of the contract’s spot exchange rate and swap point.

  • b) Financial assets at FVTPL non-derivative financial assets and Financial assets at FVOCI without an active market are investments in domestic or foreign non-listed stock. The estimated fair value is based on the market approach of comparable business and adjusted for the lack of liquidity. When prices are unavailable, the fair value is estimated on the basis of unadjusted prior trade prices.

  • 3) In 2023 and 2022, there were no transfers between Levels.

  • 4) Reconciliation of Level 3 fair values

FVTPL
Balance on January 1
$ (617,015)
Recognized in profit or loss
(613,592)
Recognized in other
comprehensive income
-
Acquisition /disposal
629,924
Effect of changes on
exchange rate
-
Balance on December 31 $
(600,683)
2023 FVTPL 2022 Total
(206,419)
(619,677)
11,974
549,298
(1,403)
(266,227)
FVOCI
350,788
-
(87,755)
27,419
(167)
290,285
Total FVOCI
240,397
-
11,974
99,820
(1,403)
350,788
  • 5) Quantified information on significant unobservable inputs (Level 3) used in fair value measurement

The fair value measurements of the Group which are categorized within level 3 are classified as financial assets and liabilities at FVTPL – non-derivative financial assets and derivative instruments not used for hedging and financial assets at FVOCI – equity investment without an active market. The quantitative information about significant unobservable inputs was as follows:

Item
Financial assets at FVOCI –
equity investment without
an active market
Financial assets and
liabilities at FVTPL – non-
derivative financial assets
Financial assets and
liabilities at FVTPL–
derivative instruments not
used for hedging
Valuation
technique
(note 1)
(note 1)
(note 2)
Significant
unobservable inputs
Inter-relationships
between significant
unobservable inputs
and fair value
(note 1)
(note 1)
(note 1)
(note 1)
(note 2)
(note 2)

(Continued)

67

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • note 1: The fair value is based on the market value, and it has considered the recent financing activities, comparable business, market and other economic conditions etc., to determine the assumptions. Also, the significant unobservable inputs are marketability discount, but any changes of marketability discount would not result in significant potential financial impact, therefore there is no need to show the quantified information on it.

note 2: The fair value is based on the quotation of a third party, therefore there is no need to show the sensitivity analysis of unobservable inputs.

  • (ab) Financial risk management

  • (i) Briefings

The Group is exposed to the following risks arising from financial instruments:

  • 1) Credit risk

  • 2) Liquidity risk

  • 3) Market risk

This note presents information on exposure to each of the above risks and on the objectives, policies, and processes for measuring and managing risk. For detailed information, please refer to the related notes on each risk.

(ii) Structure of risk management

The Group’s risk management policies are established to identify and analyze the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group’s activities. The Group, through its training and management standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations.

The Company’s board of directors oversees the management’s monitoring of the Group’s risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Group. The board of directors is assisted in its oversight role by an internal auditor. The internal auditor undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the board of directors.

  • (iii) Credit risk

Credit risk is the risk of financial loss to the Group if a customer or a counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Group’s cash and cash equivalents; notes and accounts receivables (including related parties), and other receivables; and derivative instruments.

(Continued)

68

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

1) Cash and cash equivalents

The Group had deposited $9,625,255 (including restricted deposits) in O-Bank and 18 other financial institutions, and $6,120,011 (including restricted deposits) in HSBC Bank and 16 other financial institutions, representing 21% and 13% of total assets, as of December 31, 2023 and 2022, respectively. The Group believes that there is no significant credit risk from the above-mentioned financial institutions.

2) Notes and accounts receivable

Sales to individual customers constituting over 10% of total revenue for the years ended December 31, 2023 and 2022, totaled 24% and 25%, respectively; also 20% and 34%, respectively, of the ending balance of notes and accounts receivable (including related parties) were accounted for by those customers. In order to reduce credit risk, the Group assesses the financial status of each customer and the possibility of collection of receivables on a regular basis. The above-mentioned customers are profitable and have a good credit record; hence, the Group did not suffer any significant credit loss from those customers during the financial reporting period.

3) Derivative instruments

The Group entered into derivative instrument contracts with reputable and creditworthy financial institutions. The Group believes that the risk that these financial institutions may default on these contracts is relatively low and anticipates no significant credit loss.

(iv) Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Group’ s approach to managing liquidity is to ensure, as far as possible, that it always has sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation.

The Group manages sufficient cash and cash equivalents so as to cope with its operations and mitigate the effects of fluctuations in cash flows. The Group had unused credit line of $29,144,191 and $29,823,745 as of December 31, 2023 and 2022, respectively.

(v) Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates, and equity prices, will affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.

1) Currency risk

The Group is exposed to currency risk on sales, purchases, and borrowings that are denominated in a currency other than the respective functional currencies of the Group’s entities, primarily the TWD, USD, HKD, CNY, CZK and THB. These transactions are denominated in USD.

(Continued)

69

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

The Group uses forward exchange contracts and foreign exchange swap contracts to hedge its currency risk. The Group makes performance reports and reviews operating strategy regularly, and believes that there is no significant risk because the gains or losses from exchange rate fluctuation will mostly be offset by the hedged item.

  • 2) Interest rate risk

The Group’s main assets and liabilities with a floating-interest-rate basis are deposits and borrowings. The Group believes that cash flow risk arising from interest rate fluctuation is insignificant.

  • (ac) Capital management

The board’ s policy is to maintain a strong capital base so as to maintain investor, creditor, and market confidence, and to sustain future development of the business. Capital consists of ordinary shares, capital surplus, retained earnings, other equity, and non-controlling interests.

The Group sets its objectives for managing capital to safeguard the capacity to continue to operate, to continue to provide a return to stockholders, to safeguard the interest of related parties, and to maintain an optimal capital structure to reduce the cost of capital.

The Group’s debt ratios as of December 31, 2023 and 2022, were 59% and 61%, respectively.

  • (ad) Changes of liabilities from financing activities

Reconciliation of liabilities arising from financing activities was as follows:

Short-term borrowings
Long-term borrowings
Lease liabilities
Guarantee deposits
Total liabilities from financing activities
Short-term borrowings
Long-term borrowings
Lease liabilities
Guarantee deposits
Total liabilities from financing activities
January 1,
2023
$ 489,370
464,000
1,898,262
12,126
$
2,863,758
January 1,
2022
$ 2,030,829
1,460,955
2,108,070
12,253
$
5,612,107
Cash flows
266,882
243,979
(236,951)
21,379
295,289
Cash flows
(1,541,459)
(996,955)
(234,706)
(127)
(2,773,247)
Effect of
changes in
exchange
rate
-
-
5,014
-
5,014
Effect of
changes in
exchange
rate
-
-
41,852
-
41,852
Changes
in lease
payments
-
-
118,265
-
118,265
Changes
in lease
payments
-
-
(16,954)
-
(16,954)
December
31, 2023
756,252
707,979
1,784,590
33,505
3,282,326
December
31, 2022
489,370
464,000
1,898,262
12,126
2,863,758

(Continued)

70

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(ae) Supplementary information of cash flow

  • (i) The Group acquired property, plant and equipment amounting to $1,671,181 and $1,890,170, respectively, and the payables on equipment increased $99,660 and decreased $40,987, respectively, generating cash outflow of $1,571,521 and $1,931,157 for the years ended December 31, 2023 and 2022, respectively.

  • (ii) For the year ended December 31, 2023, the Group’s disposal of property, plant and equipment amounting to $50,276, including the write-off of the unamortized deferred revenue of equipment subsidy of $89, resulted in the increase of other accounts receivable amounting to $8,160.

For the year ended December 31, 2022, the Group’s disposal of property, plant and equipment included the write-off of the unamortized deferred revenue of equipment subsidy amounting to $9,171.

(7) Related-party transactions:

  • (a) Names and relationship of the related parties

The followings are entities that have had transactions with related party during the periods covered in the consolidated financial statements.

Name Relationship
Specialty Technologies, LLC (Specialty) Substantive related party
  • (b) Significant transactions with related parties

  • (i) Sales

The amounts of significant sales by the Group to related parties and the outstanding balances were as follows:

Other related parties Sales
Notes and accounts
receivable
2023
2022
December 31,
2023
December 31,
2022
$
570,633
288,746
70,606
54,587
Sales
Notes and accounts
receivable
2023
2022
December 31,
2023
December 31,
2022
$
570,633
288,746
70,606
54,587
Sales
Notes and accounts
receivable
2023
2022
December 31,
2023
December 31,
2022
$
570,633
288,746
70,606
54,587
2023
$
570,633
54,587

There were no significant differences in the selling prices between the related parties and other customers. The trading terms offered to other related parties were 60 days, and the trading terms to other customers were 45 days to 120 days.

(Continued)

71

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(c) Key management personnel compensation

Key management personnel compensation comprised:

Short-term employee benefits
Post-employment benefits
Share-based payments
2023
$ 181,262
1,407
115,818
$
298,487
2022
183,890
1,315
87,379
272,584

Please refer to note 6(u) for information related to share-based payments.

(8) Pledged assets:

The carrying amounts of pledged assets were as follows:

Pledged assets
Other non-current assets – restricted assets
Property, plant and equipment
Pledged to secure December 31,
2023
$
3,414
$
769,580
December 31,
2022
3,414
Guarantee letters issued by bank
Loan collateral
769,580

(9) Commitments and contingencies:

(a) For the detail of the Group’s guarantee, please refer to note 13.

(b) The following are guarantee letters issued by the bank to customs, business partner and Power Supply Bureau as guarantee deposits and power supply guarantee, respectively.

Guarantee letters
December 31,
2023
$
62,449
December 31,
2022
57,333
  • (c) Guarantee notes provided as part of agreements with banks to sell accounts receivable and to acquire long-term borrowings were as follows:
Sales of accounts receivable

Long-term borrowings
December 31,
2023
$
76,838
$
1,800,400
December 31,
2022
2,160,669
1,800,400
  • (d) The aggregate unpaid amounts of contracts pertaining to the purchase of equipment were as follows:

Property, plant and equipment
December 31,
2023
$
1,555,520
December 31,
2022
965,744

(Continued)

72

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(10) Losses Due to Major Disasters: None

(11) Subsequent Events: None

(12) Other:

  • (a) A summary of employee benefit, depreciation, and amortization expenses by function, was as follows:
follows:
By function
By item
2023 2022
Operating
cost
Operating
expenses
Total Operating
cost
Operating
expenses
Total
Employee benefits
Salaries
Labor and health insurance
Pension
Others
Depreciation
Amortization
3,590,149
157,612
226,427
58,718
1,314,795
20,228
4,157,297
234,410
171,861
182,091
382,994
183,807
7,747,446
392,022
398,288
240,809
1,697,789
204,035
4,105,848
157,678
256,244
107,306
1,329,460
23,066
4,501,966
226,982
199,617
236,613
328,545
205,788
8,607,814
384,660
455,861
343,919
1,658,005
228,854

Note: Excluding the depreciation of the investment property-buildings (classified as other gains and losses) amounted to $11,558 and $463 for the years ended December 31, 2023 and 2022, respectively.

(13) Other disclosures:

  • (a) Information on significant transactions:

The followings were the information on significant transactions required by the Regulations for the Group:

(i) Loans to other parties:

Number Name of
lender
Name of
borrower
Account
name
Related
party
Highest
balance
of financing
to other
parties
during the
period
Ending
balance
Actual
usage
amount
during the
period
Range of
interest
rates during
the period
Purposes of
fund
financing
for the
borrower
Transaction
amount for
business
between two
parties
Reasons
for
short-term
financing
Allowance
for bad
debt
Coll ateral Individual
funding
loan limits
Maximum
limit of
fund
financing
Item Value
1 PKS1 The
Company
Other
receivables
Y 327,475 317,197 317,197 0 Short-term
loan to other
parties
- Operating
capital
- - - 797,141 797,141

Note 1: After the approval from the Board of directors, the loan provided to an individual entity shall not exceed the net worth of PKS1 in the latest financial statements to its parent company, and also to subsidiaries wherein its parent owns 100%, directly and indirectly, of its voting shares. Also, the criterion for the amount available for financing is the same as that offered to an individual entity mentioned above.

Note 2: The above transactions have been eliminated during the preparation of the consolidated financial statements.

(Continued)

73

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(ii) Guarantees and endorsements for other parties:

(In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars)
No. Name of
guarantor
Counter-party of
guarantee and
endorsement
Limitation on
amount of
guarantees
and
endorsements
for a specific
enterprise
Highest
balance for
guarantees
and
endorsements
during
the period
Balance of
guarantees
and
endorsements
as of
reporting
date
Actual
usage
amount
during th
period
Property
e
pledged for
guarantees
and
endorsements
(Amount)
Ratio of
accumulated
amounts of
guarantees
and
endorsements
to net worth
of the latest
financial
statements
Maximum
amount for
guarantees
and
endorsements
Parent
company
endorsements/
guarantees to
third parties
on behalf of
subsidiary
Subsidiary
endorsements/
guarantees
to third parties
on behalf of
parent
company
Endorsements/
guarantees to
third parties
on behalf of
companies in
Mainland
China
Name Relationship
with the
Company
0

1
The
Company

Tymphany
Huizhou
PCH2
Primax
Electronics
(Singapore)
Pte. Ltd.
TYM
Acoustic
HK
The
subsidiary of
Primax HK
and Primax
Tech.
Subsidiary
5,104,053
5,104,053
2,162,341
324,190
2,700,000
4,863
307,350
2,700,000
4,610
-
307,919
-
-

-
-
%
1.81
%
15.87
%
0.06
13,610,807
13,610,807
3,603,901
Y
Y
N
N
N
N
Y
N
N

Note 1: The amount of the guarantee to a company shall not exceed 30% of the Company’s net worth in the latest financial statements. The total amount of the guarantee to total company shall not exceed 80% of the Company’s net worth in the latest financial statements.

Note 2: The amount of the guarantee to a company shall not exceed 30% of the Tymphany Huizhou’s net worth in the latest financial statements. The total amount of the guarantee to total company shall not exceed 50% of the Tymphany Huizhou’s net worth in the latest financial statements.

Note 3: The above counter-parties of guarantee and endorsement are subsidiaries included in the consolidated financial statements.

(iii) Securities held as of December 31, 2023 (excluding investment in subsidiaries, associates and joint ventures):

Company
Ending
balance
holding
securities
Security type
and name
Relationship
with company
Account Ending balance Ending balance Ending balance Highest balance
during the year
Highest balance
during the year
Note
Shares/Units
(thousands)
Carrying
value
Percentage of
ownership (%)
Fair
value
Shares/Units
(thousands)
Percentage of
ownership (%)
The
Company
Primax
Tech.
Tymphany
Huizhou
Stocks (equities):
Green Rich
Technology Co.,
Ltd.
Changing
Information
Technology Inc.
Formosoft
International Inc.
Syntronix Corp.
Ricavision
International Inc.
Grove Ventures
L.P.
Grove Ventures II,
L.P.
Grove Ventures
III, L.P.
Storm Ventures
Fund VII, L.P.
Thin Line Capital
fund II, L.P.
Stocks:
Echo. Bahn.
Stocks:
Shenzhen Mees
Hi-Tech Co., Ltd.
-
-
-
-
-
-
-
-
-
-
-
-
Financial assets at
FVOCI







Financial assets at
FVTPL

Financial assets at
FVOCI
359
223
11
7
917
-
-
-
-
-
400
556
-
11,093
-
250
-
158,070
97,145
23,727
5,040
7,008
3.59
1.29
0.41
0.02
2.04
2.73
3.29
2.21
0.44
7.10
11.90
10.00
-
11,093
-
250
-
158,070
97,145
23,727
5,040
7,008
-
-
359
223
11
7
917
-
-
-
-
-
400
556
3.59
1.34
0.41
0.02
2.04
2.73
3.29
2.23
0.48
9.80
11.90
10.00
302,333
-
-

(Continued)

74

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • (iv) Individual securities acquired or disposed of with accumulated amount exceeding the lower of TWD300 million or 20% of the Company’s paid-in capital:None

  • (v) Acquisition of individual real estate with amount exceeding the lower of TWD300 million or 20% of the Company’s issued capital: None

  • (vi) Disposal of individual real estate with amount exceeding the lower of TWD300 million or 20% of the Company’s issued capital: None

  • (vii) Related-party transactions for purchases and sales with amounts exceeding the lower of TWD100 million or 20% of the Company’s issued capital:

Name of
company
Related
party
Nature of
relationship
Transaction details Transaction details Transaction details Transactions wit
from
h terms different
others
Notes/Accounts receivable
(payable)
Notes/Accounts receivable
(payable)
Note
Purchase/
Sale
Amount Percentage of
total
purchases/sales
Payment
terms
Unit price Payment terms Ending
balance
Percentage of
total
notes/accounts
receivable
(payable)
The Company





Primax
Singapore

PCH2

PKS1
PCQ1
Primax
Thailand
Polaris
Tymphany
Huizhou




Primax
Singapore
PCH2
PKS1
PCQ1
Polaris
Primax
Thailand
The Company
PCH2
The Company
Primax
Singapore
The Company



TYM Acoustic
HK
TYM HK

TYM Acoustic
Europe
Tymphany
Dongguan
TYTH
Subsidiary
The subsidiary of
Primax HK


The subsidiary of
Primax Tech.
The subsidiary of
Primax Singapore
Parent
The subsidiary of
Primax HK
The parent of
Primax Cayman
The subsidiary of
the Company
The parent of
Primax Cayman

The parent of
Primax Singapore
The parent of
Primax Tech.
Subsidiary
The subsidiary of
TYM Acoustic HK


Subsidiary
The subsidiary of
TYM Acoustic HK
(Sale)
Purchase
Purchase
Purchase
(Sale)
Purchase
Purchase
Purchase
(Sale)
(Sale)
(Sale)
(Sale)
(Sale)
Purchase
(Sale)
(Sale)
Purchase
(Sale)
Purchase
(Sale)
(10,935,549)
18,148,657
1,423,450
6,194,057
(3,450,949)
2,369,368
10,935,549
151,474
(18,148,657)
(151,474)
(1,423,450)
(6,194,057)
(2,369,368)
3,450,949
(2,902,735)
(2,755,372)
107,004
(247,151)
147,433
(148,907)
%
(33)
%
61
%
5
%
21
%
(10)
%
8
%
99
%
1
%
(78)
%
(1)
%
(100)
%
(73)
%
(87)
%
100
%
(47)
%
(44)
%
2
%
(4)
%
3
%
(2)
60 days



90 days
60 days







90 days
60 days



Price agreed by
both sides


















The same as
general selling
The same as
general purchasing


The same as
general selling
The same as
general purchasing


The same as
general selling




The same as
general purchasing
The same as
general selling

The same as
general purchasing
The same as
general selling
The same as
general purchasing
The same as
general selling
1,823,757
(7,032,690)
(672,574)
(3,057,622)
806,440
(309,592)
(1,823,757)
(33,986)
7,032,690
33,986
672,574
3,057,622
309,592
(806,440)
898,112
828,359
(42,943)
58,316
(36,950)
131,551
25%
(61)%
(6)%
(26)%
11%
(3)%
(84)%
(2)%
89%
-%
68%
79%
91%
(100)%
46%
43%
(4)%
3%
(3)%
7%
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1

(Continued)

75

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Name of
company
Related
party
Nature of
relationship
Transaction details Transaction details Transaction details Transactions wit
from
h terms different
others
Notes/Accounts receivable
(payable)
Notes/Accounts receivable
(payable)
Note
Purchase/
Sale
Amount Percentage of
total
purchases/sales
Payment
terms
Unit price Payment terms Ending
balance
Percentage of
total
notes/accounts
receivable
(payable)
Tymphany
Dongguan





TYDC



TYM Acoustic
HK




TYM Acoustic
Europe


TYM HK





TYM HK

Tymphany
Huizhou
TYM Acoustic
Europe
TYM Acoustic
HK
TYDC
TYM HK

Tymphany
Dongguan
TYM Acoustic
HK
TYM Acoustic
Europe
Tymphany
Huizhou
Tymphany
Dongguan
TYDC
Specialty
TYM Acoustic
HK
Tymphany
Huizhou
Tymphany
Dongguan
Tymphany
Huizhou

Tymphany
Dongguan

TYDC

TYTH
The subsidiary of
TYM Acoustic HK

Parent
The subsidiary of
TYM Acoustic HK
The subsidiary of
Tymphany
Huizhou
Subsidiary
The subsidiary of
TYM Acoustic HK

Parent
The subsidiary of
Tymphany
Huizhou
Subsidiary
Parent
The subsidiary of
Tymphany
Huizhou
The subsidiary of
Tymphany
Dongguan
The other related
party
Parent
The parent of
TYM Acoustic HK
The subsidiary of
Tymphany
Huizhou
The parent of
TYM Acoustic HK

The subsidiary of
Tymphany
Huizhou

The subsidiary of
Tymphany
Dongguan

The subsidiary of
TYM Acoustic HK
Purchase
(Sale)
(Sale)
(Sale)
(Sale)
(Sale)
(Sale)
Purchase
Purchase
(Sale)
Purchase
Purchase
Purchase
Purchase
(Sale)
(Sale)
Purchase
Purchase
Purchase
(Sale)
Purchase
(Sale)
Purchase
(Sale)
Purchase
318,190
(4,170,008)
(147,433)
(458,859)
(1,094,421)
(401,058)
(1,211,762)
203,179
401,058
(2,538,905)
2,246,710
2,902,735
1,094,421
2,538,905
(570,633)
(2,246,710)
247,151
458,859
2,755,372
(107,004)
4,170,008
(318,190)
1,211,762
(203,179)
3,838,067
%
6
%
(61)
%
(2)
%
(7)
%
(16)
%
(6)
%
(30)
%
6
%
12
%
(63)
%
26
%
33
%
13
%
29
%
(6)
%
(100)
%
14
%
27
%
23
%
(1)
%
35
%
(3)
%
10
%
(2)
%
32
60 days























Price agreed by
both sides























The same as
general purchasing
The same as
general selling





The same as
general purchasing

The same as
general selling
The same as
general purchasing



The same as
general selling

The same as
general purchasing


The same as
general selling
The same as
general purchasing
The same as
general selling
The same as
general purchasing
The same as
general selling
The same as
general purchasing
(99,430)
1,136,082
36,950
188,239
291,991
48,990
(931)
(3,502)
(48,990)
691,017
(608,020)
(898,112)
(291,991)
(691,017)
70,606
608,020
(58,316)
(188,239)
(828,359)
42,943
(1,136,082)
99,430
931
3,502
(635,356)
(7)%
65%
2%
11%
17%
3%
-%
(1)%
(13)%
97%
(21)%
(32)%
(10)%
(24)%
4%
100%
(12)%
(39)%
(28)%
2%
(38)%
5%
-%
-%
(21)%
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1

(Continued)

76

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Name of
company
Related
party
Nature of
relationship
Transaction details Transaction details Transaction details Transaction details Transactions wit
from
h terms different
others
Notes/Accounts receivable
(payable)
Notes/Accounts receivable
(payable)
Note
Purchase/
Sale
Amount
Percentage of
total
purchases/sales
Payment
terms
Unit price Payment terms Ending
balance
Percentage of
total
notes/accounts
receivable
(payable)
TYTH
TYM HK
Tymphany
Huizhou
The subsidiary of
TYM Acoustic HK
The parent of
TYM Acoustic HK
(Sale)
Purchase
(3,838,067)
148,907
%
(98)
%
4
60 days
Price agreed by
both sides
The same as
general selling
The same as
general purchasing
635,356
(131,551)
91%
(12)%
Note 1
Note 1

Note 1: Related transactions have been eliminated during the preparation of the consolidated financial statements.

(viii) Receivables from related parties with amounts exceeding the lower of TWD$100 million or 20% of the Company’s paid-in capital:

Name of
company
Counter-party Nature of
relationship
Ending
balance
Turnover
rate
Overdue Amounts received
in subsequent
period (note 1)
Allowance
for bad debts
Amount Action taken
The Company



PCH2

PKS1

PCQ1
Primax
Thailand
Tymphany
Huizhou


Tymphany
Dongguan


TYDC
TYM Acoustic
HK
TYM Acoustic
Europe
TYM HK

Primax Singapore
Polaris
PCH2

The Company
Primax Thailand
The Company



TYM Acoustic HK
TYM HK
TYTH
TYM HK
TYM Acoustic
Europe
TYM Acoustic HK
TYM Acoustic HK
Tymphany Huizhou
TYM Acoustic HK
Tymphany
Dongguan

TYM Acoustic HK
Subsidiary
The subsidiary of
Primax Tech.
The subsidiary of
Primax HK

The parent of Primax
Cayman
The subsidiary of
Primax Singapore
The parent of Primax
Cayman


The parent of Primax
Singapore
Subsidiary
The subsidiary of
TYM Acoustic HK



The subsidiary of
Tymphany Huizhou
The subsidiary of
Tymphany Huizhou
Parent

The subsidiary of
Tymphany Huizhou

1,823,757
(note 5)
806,440
(note 5)
452,242
(note 2&5)
73,234
(note 5)
7,032,690
(note 5)
241,682
(note 5)
672,574
(note 5)
317,197
(note 5)
3,057,622
(note 5)
309,592
(note 5)
898,112
(note 5)
828,359
(note 5)
131,551
(note 5)
1,136,082
(note 5)
188,239
(note 5)
291,991
(note 5)
691,017
(note 5)
242,498
(note 5)
608,020
(note 5)
99,430
(note 5)
1,157,861
(note 5)
279,433
(note 5)
5.23
6.18
3.74
(note 3)
2.79
(note 3)
2.38
(note 4)
2.23
12.69
3.09
2.89
2.15
3.82
2.24
5.75
3.19
(note 3)
3.92
2.15
(note 3)
(note 3)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,322,353
806,440
130,966
29,791
2,916,857
53,522
132,787
-
443,626
-
458,410
213,616
18,774
342,413
34,471
235,544
125,517
242,156
439,898
99,430
305,753
257,207
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

(Continued)

77

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Name of
company
Counter-party Nature of
relationship
Ending
balance
Turnover
rate
Overdue Overdue Amounts received
in subsequent
period (note 1)
Allowance
for bad debts
Amount Action taken
TYAT
TYTH
TYM HK
The subsidiary of
TYM Acoustic HK
335,490
(note 5)
635,356
(note 5)
(note 3)
6.96
-
-
-
-
150,245
-
-
-

Note 1: Amounts were collected as of February 6, 2024.

Note 2: The Company sells semi-finished products to its subsidiaries for processing and production. The finished products are then repurchased back by the Company and sold to the customers. The amount of semi-finished products sold in the year ended December 31, 2023 was $1,695,973, which was written off with related cost of goods sold, and not regarded as sales for the Company.

Note 3: The receivables arise from service rendering for intercompany or material purchasing on behalf of intercompany or related parties. Note 4: The other receivables arise from intercompany loans.

Note 5: Related transactions have been eliminated during the preparation of the consolidated financial statements.

  • (ix) Trading in derivative instruments: Please refer to note 6(b).

  • (x) Business relationships and significant intercompany transactions:

No Name of
company
Name of counter-
party
Nature of
relationship
Intercompany transactions Intercompany transactions
Account name Amount Trading terms Percentage of
consolidated total
operating revenues
or total assets
0














1


The Company














PCH2


Primax Singapore

PCH2



PKS1


PCQ1

Polaris

Primax Thailand

Tymphany
Dongguan
Primax Thailand
Primax Singapore
UTD3
Subsidiary

The subsidiary of
Primax HK








The subsidiary of
Primax Tech.

The subsidiary of
Primax Singapore

The subsidiary of
Tymphany Huizhou
The subsidiary of
Primax Singapore
The subsidiary of the
Company
The subsidiary of
DestinyTech.
Sale
Accounts
Receivable
Purchase
Accounts
Payable
Accounts
Receivable
Other
Receivable
Purchase
Accounts
Payable
Other Payable
Purchase
Accounts
Payable
Sale
Accounts
Receivable
Purchase
Accounts
Payable
Service
Revenue
Accounts
Receivable
Sale
Service
Expense
10,935,549
1,823,757
18,148,657
7,032,690
452,242
73,234
1,423,450
672,574
317,197
6,194,057
3,057,622
3,450,949
806,440
2,369,368
309,592
259,403
241,682
151,474
104,218
Price agreed by both
sides
60 days
Price agreed by both
sides
60 days

(note 2)
Price agreed by both
sides
60 days
(note 3)
Price agreed by both
sides
60 days
Price agreed by both
sides
90 days
Price agreed by both
sides
60 days
Price agreed by both
sides
(note 2)
Price agreed by both
sides
%
18.08
%
3.92
%
30.00
%
15.11
%
0.97
%
0.16
%
2.35
%
1.44
%
0.68
%
10.24
%
6.57
%
5.71
%
1.73
%
3.92
%
0.67
%
0.43
%
0.52
%
0.25
%
0.17

(Continued)

78

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

No Name of
company
Name of counter-
party
Nature of
relationship
Intercompany transactions Intercompany transactions
Account name Amount Trading terms Percentage of
consolidated total
operating revenues
or total assets
2









3










4



5

6
Tymphany
Huizhou









Tymphany
Dongguan










TYDC



TYM Acoustic
HK

TYM HK
TYM Acoustic HK


TYM HK


TYTH

TYM Acoustic
Europe
Tymphany
Dongguan
TYM HK




TYM Acoustic
Europe

TYM Acoustic HK

TYDC

TYM HK

TYM Acoustic HK

TYM Acoustic
Europe

TYM Acoustic HK
Subsidiary


The subsidiary of
TYM Acoustic HK





Subsidiary
The subsidiary of
TYM Acoustic HK






The subsidiary of
Tymphany Huizhou

Subsidiary

The subsidiary of
TYM Acoustic HK

The subsidiary of
Tymphany Huizhou

Subsidiary

Parent
Sale
Accounts
Receivable
Other Payable
Sale
Purchase
Accounts
Receivable
Accounts
Receivable
Sale
Sale
Purchase
Purchase
Sale
Accounts
Receivable
Other Payable
Accounts
Payable
Sale
Accounts
Receivable
Accounts
Receivable
Sale
Sale
Service
Revenue
Sale
Purchase
Sale
Accounts
Receivable
Purchase
Accounts
Payable
Other
Receivable
Service
Revenue
2,902,735
898,112
242,498
2,755,372
107,004
828,359
131,551
148,907
247,151
147,433
318,190
4,170,008
1,136,082
1,157,861
99,430
458,859
188,239
291,991
1,094,421
401,058
93,650
1,211,762
203,179
2,538,905
691,017
2,246,710
608,020
279,433
573,110
Price agreed by both
sides
60 days
(note 2)
Price agreed by both
sides

60 days

Price agreed by both
sides




60 days
(note 2)
60 days
Price agreed by both
sides
60 days

Price agreed by both
sides





60 days
Price agreed by both
sides
60 days
(note 2)
Price agreed by both
sides
%
4.80
%
1.93
%
0.52
%
4.56
%
0.18
%
1.78
%
0.28
%
0.25
%
0.41
%
0.24
%
0.53
%
6.89
%
2.44
%
2.49
%
0.21
%
0.76
%
0.40
%
0.63
%
1.81
%
0.66
%
0.15
%
2.00
%
0.34
%
4.20
%
1.48
%
3.71
%
1.31
%
0.60
%
0.95

(Continued)

79

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

No Name of
company
Name of counter-
party
Nature of
relationship
Intercompany transactions Intercompany transactions Intercompany transactions Intercompany transactions
Account name Amount Trading terms Percentage of
consolidated total
operating revenues
or total assets
6




TYM HK




TYAT

TYP
TYUK
TYTH
The subsidiary of
TYM Acoustic HK














Other Payable
Service
Expense
Service
Expense
Service
Expense
Purchase
Accounts
Payable
335,490
1,038,863
148,301
115,302
3,838,067
635,356
(note 2)
Price agreed by both
sides



60 days
%
0.72
%
1.72
%
0.25
%
0.19
%
6.35
%
1.36

Note 1: Disclosure of the amounts was exceeding of NTD$100 million.

Note 2: The receivables arises from service rendering for intercompany or material purchasing on behalf of intercompany or related party. Note 3: The other receivables arise from intercompany loans.

Note 4: Related transactions have been eliminated during the preparation of the consolidated financial statements.

(b) Information on investees:

The following is the information on investees for the year ended December 31, 2023 (excluding information on investees in Mainland China):

Name of
investor
Name of
investee
Location Main
businesses
and products
Original i
amo
nvestment
unt
Balance as of
December 31, 20
Balance as of
December 31, 20

23
Highest balance during the
year
Highest balance during the
year
Net income
(losses)
of investee
Share of
profits/losses
of investee
Note
December
31, 2023
December
31, 2022
Shares
(thousands)
Percentage
of ownership
Carrying
value
Shares
(thousands)
Percentage of
ownership
The
Company



















Primax
Cayman
Primax
Tech.
Destiny BVI.
Destiny
Japan
Diamond
Gratus Tech.
Primax AE
Primax
Singapore
Total
Cayman Islands
Cayman Islands
Virgin Island
Japan
Cayman Islands
USA
Cayman Islands
Singapore
Holding company
Holding company
Holding company
Market development of
and customer service for
computer peripherals,
mobile device
components, and business
devices
Holding company
Market development of
and customer service for
computer peripherals,
mobile device
components, and business
devices
Holding company
Sale of computer
peripherals and mobile
device components
2,540,588
897,421
30,939
7,032
3,889,798
9,330
1,431,540
1,181,150
9,987,798
2,540,588
897,421
30,939
7,032
3,889,798
9,330
1,431,540
1,181,150
9,987,798
8,147,636
285,067
1,050
0.50
129,050
300
48,200
40,100
-
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
8,221,648
3,007,677
3,634
15,281
6,943,949
17,784
64,336
726,315
19,000,624
8,147,636
285,067
1,050
0.5
129,050
300
48,200
40,100
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
601,890
191,367
5,895
364
489,841
2,225
2,528
(10,672)
1,283,438
655,774
192,001
5,895
364
485,956
2,225
2,528
(9,303)
1,335,440
Note 3
Note 3
Note 3
Note 3
Note 3
Note 3
Note 3
Note 3
Primax
Singapore

Primax
Thailand
Thailand Manufacturing and sale of
computer peripherals,
mobile device
components, and business
devices
1,162,928 1,162,928 1,244 99.99 730,196 1,244 99.99 (18,971) (18,971) Note 3

(Continued)

80

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Name of
investor
Name of
investee
Location Main
businesses
and products
Original investment
amount
Original investment
amount
Balance as of
December 31, 2023
Balance as of
December 31, 2023
Balance as of
December 31, 2023
Highest balance during the
year
Highest balance during the
year
Net income
(losses)
of investee
Share of
profits/losses
of investee
Note
December
31, 2023
December
31, 2022
Shares
(thousands)
Percentage
of ownership
Carrying
value
Shares
(thousands)
Percentage of
ownership
Primax
Cayman
Primax HK Hong Kong Holding company and
customer service
2,375,164 2,375,164 602,817 100.00 8,232,363 602,817 100.00 602,133 602,133 Note 3
Primax
Tech.
Polaris USA Sale and purchase of
computer peripherals,
mobile device
components, and business
devices
52,680 52,680 1,600 100.00 445,691 1,600 100.00 13,087 13,087 Note 3
Diamond TWEL Cayman Islands Holding company 4,083,950 4,083,950 192,251 100.00 7,004,331 192,551 100.00 569,336 489,764 Note 3
Primax AE AIC Cayman Islands Holding company 1,356,995 1,356,995 30 37.00 - 30 37.00 (108,401) - Note 4
TWEL TYM
Singapore
Singapore R&D, design, and sales of
various speaker
accessories as well as
speakers and their
components and holding
business
- - - 100.00 - - - - - Note 3
Note 5
Tymphany
Huizhou
TYM
Acoustic HK
Hong Kong R&D, design, and sales of
various speaker
accessories as well as
speakers and their
components and holding
business
1,592,954 1,592,954 418,090 100.00 3,015,340 418,090 100.00 170,294 170,294 Note 3
TYM
Acoustic
HK




TYM HK
TYP
TYM UK
TYM
Acoustic
Europe
TYAT
TYTH
Hong Kong
USA
United Kingdom
Czech
Taiwan
Thailand
Holding company; sales
of, market development of
and customer service for
various speaker
accessories, speakers and
their components
Market development of
and customer service for
speakers and their
components
R&D and design of
various speaker
accessories as well as
speakers and their
components
Manufacturing,
installation, and
maintenance of various
speaker accessories and
their components
R&D and design of
various speaker
accessories as well as
speakers and their
components
Manufacturing and sales
of various speaker
accessories, speakers, and
their components
76,280
(note 1)
15
(note 1)
15,631
653,796
48,318
725,091
76,280
(note 1)
15
(note 1)
15,631
653,796
48,318
725,091
144,395
0.50
400
187,800
5,000
7,789
100.00
100.00
100.00
100.00
100.00
99.99
865,131
50,869
39,749
975,943
353,858
672,676
144,395
0.5
400
187,800
5,000
7,789
100.00
100.00
100.00
100.00
100.00
99.99
(364,720)
5,534
1,418
44,454
21,989
63,101
(364,720)
5,534
1,418
44,454
21,989
63,101
Note 3
Note 3
Note 3
Note 3
Note 3
Note 3
TYM HK TYML USA Sales of various speaker
accessories, speakers, and
their components
6,628 6,628 200 100.00 7,995 200 100.00 (1,345) (1,345) Note 3
  • Note 1: The amount is the initial investment costs from the original stockholders prior to the acquisition of the Company through Diamond.

  • Note 2: Related investments (except for AIC) have been eliminated during the preparation of the consolidated financial statements. Note 3: The subsidiary of the Company.

  • Note 4: The associate of the Company.

  • Note 5: As of December 31, 2023, there was no capital injection from the Group.

(Continued)

81

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(c) Information on investment in Mainland China:

(i) The names of investees in Mainland China, the main businesses and products, and other information:

Name of
investee
Main businesses
and products
Total
amount
of paid-in
capital
Method of
Investment
Accumulated
outflow of
investment from
Taiwan as of
January 1, 2023
(note 2)
Investment flows Investment flows Accumulated
outflow of
investment from
Taiwan as of
December 31,
2023
(note 2)
Net
income
(losses)
of the
investee
Percentage
of
ownership
Highest
Percentage of
ownership
during the
year
Investment
income
(losses)
Book value Accumulated
remittance of
earnings in
current period
Outflow Inflow
PCH2
Destiny
Beijing
PKS1
PCQ1
Tymphany
Huizhou
Tymphany
Dongguan
TYDC
Manufacturing and
sale of computer
peripherals, mobile
device components,
and business
devices
R&D of computer
peripheral and
business devices
Production of
computer
peripheral products

Manufacturing,
R&D, design and
sale of various
speaker
accessories,
speakers, and their
components

1,935,108
38,333
847,319
828,084
1,642,541
153,675
86,788
Indirect
investment
through Primax
Cayman and
Primax Tech.
Indirect
investment
through
Destiny BVI.
Indirect
investment
through Primax
Cayman

Indirect
investment
through
Diamond

1,685,001
32,243
675,576
614,160
3,961,332
15,354
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,685,321
32,272
676,170
614,700
3,964,815
15,368
-
527,890
5,895
13,947
233,597
747,956
285,824
157,901
100%
100%
100%
100%
77.01%
77.01%
77.01%
100%
100%
100%
100%
77.01%
77.01%
77.01%
527,890
5,895
13,947
233,597
575,996
220,113
121,600
7,503,102
3,630
797,141
2,351,492
5,550,780
845,933
283,323
-
-
-
-
-
-
-

Note 1: The above information on the exchange rate was as follows: HKD:TWD3.9325 ; USD:TWD 30.7350; CNY:TWD 4.3394.

Note 2: The differences between the accumulated out flow of investments and paid in capital was derived from the currency exchange on translation, capital increase from retained earning and working capital.

Note 3: Related investments have been eliminated during the preparation of the consolidated financial statements.

(ii) Limitation on investment in Mainland China:

Name of
Company
Accumulated Investment in
Mainland China as of
December 31, 2023
Investment Amounts
Authorized by Investment
Commission, MOEA
Upper Limit on Investment
The Company 7,442,764 8,712,498 None(note)

Note: The Company has received the Certificate issued by the Industrial Development Bureau, Ministry of Economic Affairs, allowing it to start the operating of its headquarters.

The above investment income (losses) in mainland China, except for PCH2, Destiny Beijing, PKS1 and PCQ1 which were based on financial statements audited by the Company’s auditors, others were based on the audited results of other auditors.

(Continued)

82

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • (iii) Significant transactions:

The significant inter-company transactions with the subsidiaries in Mainland China, which were eliminated in the preparation of the consolidated financial statements for the year ended December 31, 2023, are disclosed in “ Information on significant transactions”, and “ Business relationships and significant intercompany transactions”.

  • (d) Major shareholders:
Major shareholders: Major shareholders: Major shareholders:
Unit: Shares
Shareholding
Shareholder’s Name
Shares Percentage
Capital TIP Customized Taiwan Select High Dividend ETF
Investment Account
31,599,000 %
6.82

(14) Segment information:

  • (a) General information

The Group’ s reported segments are the divisions for computer peripherals and non-computer peripherals. The division for computer peripherals specializes in the manufacture and sale of computer mice, keyboards, track pads, etc. The division for non-computer peripherals specializes in the manufacture and sale of digital camera modules, mobile phone accessories, multi-function printers, scanners, shredders, amplifiers, speakers and audio systems, etc.

The Group’s reported segments consist of strategic business units which provide essentially different products and services. These units have to be separately managed as a result of the different technology and marketing strategies. Most of the business units were acquired, and the original management teams are still operating.

The Group’s segment financial information was as follows:

Revenue
External revenue
Intra-group revenue
Total segment revenue
Profit before tax from segments reported
2023 Total
60,488,402
-
Computer
Peripherals
$ 22,448,803
-
$
22,448,803
$
1,487,854
Non-computer
Peripherals
38,039,599
-
38,039,599
1,778,518
60,488,402
3,266,372

(Continued)

83

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Revenue
External revenue
Intra-group revenue
Total segment revenue
Profit before tax from segments reported
2022
Computer
Peripherals
$ 27,281,914
-
$
27,281,914
$
1,900,472
Non-computer
Peripherals
51,958,851
-
51,958,851
1,728,492
Total
79,240,765
-
79,240,765
3,628,964

(b) Geographic information

In presenting information on the basis of geography, revenue is based on the geographical location of customers, and non-current assets are based on the geographical location of the assets. Details were as follows:

Geographic Information
Revenues from external customers:
China
Europe
America
Other
Total
Non-current assets:
China
Taiwan
Thailand
Other
Total
2023
$ 23,867,070
15,358,686
17,574,186
3,688,460
$
60,488,402
December 31,
2023
$ 5,049,655
3,195,771
1,957,361
2,214,848
$
12,417,635
2022
28,212,456
20,771,566
21,964,066
8,292,677
79,240,765
December 31,
2022
5,944,116
2,616,075
1,819,730
2,296,205
12,676,126

(c) Major customer information

A company-Non-computer Peripherals
B company-Computer Peripherals
-Non-computer Peripherals
2023
$
8,175,939
$ 6,610,707
-
$
6,610,707
2022
11,850,853
8,001,352
54,124
8,055,476