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Qisda — Annual Report 2023
Jun 17, 2024
52023_rns_2024-06-17_a619afc5-fd7b-4bd5-b11b-f9c5dbd11d50.pdf
Annual Report
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TSE: 2352
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QISDA 2023 ANNUAL REPORT
Printed on March 31, 2024 Qisda Annual report is available at https://www.qisda.com/home.aspx
Table of Contents
Letter to Shareholders ................................................................................................................................................................... 1 Company Profile ............................................................................................................................................................................... 4 Corporate Governance. ............................................................................................................................................................... 7 Capital and Shares ....................................................................................................................................................................... 77 Overview of Operations ................................................................................................................................................................ 85 Financial Highlights ......................................................................................................................................................................... 100 Review and Analysis of Financial Position and Financial Performance, and Risk Management 106 Special Notes ...................................................................................................................................................................................... 115 Appendix 1 Consolidated Financial Statements with Independent Auditors' Report for the most recent years ..................... 130 Appendix 2 Parent Company Only Financial Statements with Independent Auditors' Report for the most recent years .... 282
Contact Information
QISDA CORPORATION
Headquarters 157 Shan-Ying Road, Gueishan, Taoyuan 333, Taiwan, R.O.C. Phone: 886-3-359-8800 Taipei office 18 Jihu Road, Neihu, Taipei, Taiwan, R.O.C. Phone: 886-2-2799-8800
Stock Transfer Agent Company: Taishin Securities Co., Ltd. Stock Affairs Department Address: B1, No. 96, Sec. 1, Jianguo N. Rd, Zhongshan Dist., Taipei City Website: www.tssco.com.tw TEL:02-2504-8125
INVESTOR RELATIONS CONTACTS
Spokesperson Jasmin Hung CFO Phone: 886-3-359-8800 [email protected] Deputy Spokesperson Michael LS Wang CIO Phone: 886-3-359-8800 [email protected]
INDEPENDENT ACCOUNTANTS
Chang, Huei-Chen & Shih, Wei-Ming CPA KPMG Peat Marwick 68Fl, Taipei 101 Tower No. 7, Sec.5, Xinyi Road, Taipei 11049, Taiwan, R.O.C. Phone: 886-2-8101-6666 http://www.kpmg.com.tw
QISDA ON THE INTERNET
Qisda’s Investor Relations home page on the worldwide website offers a wealth of corporate information, including the latest annual report and financial results. Website: Qisda.com
OVERSEAS SECURITY EXCHANGE LISTING
For further information, visit Qisda worldwide website and Login at Investor Relations Qisda Global Depositary Shares Luxemburg Stock Exchange Website: Qisda.com -Investor Relations
Letter to Shareholders
Dear Shareholders,
In the face of challenges such as war, inflation, interest rate hikes, and debt issues in banking and real estate, the global economic environment in 2023 remained complex. Despite this, Qisda reported consolidated revenue of NT$203.6 billion, a 15% decrease compared to the previous year. However, due to our continued focus on the healthcare sector, we achieved a 20% growth in the medical business, maintaining Qisda's overall consolidated revenue above NT$200 billion. Our operating income reached NT$5.01 billion, and net income was NT$4.52 billion. The net income attributable to Qisda was NT$2.98 billion, with earnings per share of NT$1.51.
Building a Sustainable Future – Together Towards Excellence
Qisda is committed to sustainable business practices, maintaining transparency in ESG indicators such as environmental impact, social responsibility, and corporate governance. In 2023, Qisda scored 81 points in the S&P Global ESG rating (out of a maximum 100), marking its debut inclusion in the S&P Global Sustainability Yearbook 2024. It achieved the distinction of being in the top 5% globally , standing out among the evaluated 9400 global enterprises. Qisda received a low-risk rating of 14.13 points in the Sustainalytics ESG Risk Ratings (out of a maximum 0 points). Our Corporate Governance Evaluation on TWSE remained in the top 6% to 20% of listed companies. Qisda has been a component of TWSE Corporate Governance 100 Index for five consecutive years since 2019 and has been a component of TWSE RAFI® Taiwan High Compensation 100 Index for nine consecutive years since 2015. Additionally, we have been recognized as “ Best Companies to Work for in Asia ” for five consecutive years.
Qisda extends the spirit of sustainability, encapsulated in "Together make the world better," to its affiliated enterprises and partners throughout the supply chain. We continue to pursue the "3-4-5" sustainability goals, committing to a 30% reduction in supply chain carbon emissions by 2030, 100% use of renewable energy by 2040, and achieving net-zero emissions by 2050. In 2023, Qisda led a consortium of 23 companies to obtain the world's first ISO 20121 sustainability event certification at COMPUTEX, demonstrating our commitment to green exhibitions with zero waste. Qisda and six affiliated companies received 29 sustainability awards, showcasing Qisda's leadership in sustainable business practices.
Strategic Focus and Expansion of High-Margin Businesses
Qisda is progressing towards the goal of achieving over half of its profits from high-valueadded businesses by 2027 . Despite challenging external factors in 2023, we continued our strategic focus and expanded high-margin businesses, achieving a 20-year-record-high average gross margin of 16.2%. This focus involved divesting non-core businesses and optimizing the organization, concentrating resources on four key business directions. In 2023, we facilitated the integration of Wixtar, Brainstorm acquired by MetaAge, and K2 Medical acquired by BenQ Medical Tech, enhancing the efficiency of customer service by consolidating resources within subsidiary companies.
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In expanding high-margin businesses, our dedication resulted in the Medical business surpassing NT$24.6 billion in revenue in 2023, a 20% growth from the previous year, accounting for 12% of Qisda's total revenue. The revenue contribution from Business Solutions (BSG) and Networking & Communication (NCG) stood at 16% and 14%, respectively. Considering high-value-added product lines, these new high-margin businesses collectively accounted for approximately half of the total revenue. The display business adjusted its inventory to respond to supply and demand changes while actively cultivating high-end models in preparation for market recovery.
Future Outlook
Looking ahead to 2024, although uncertainties in the economic environment persist, conditions are gradually stabilizing. Qisda will continue to focus on its four main operational directions, aiming to ascend to new heights and create long-term value for the company. Our plans include:
-
Optimize Current Business: Consolidating the global top 2 leading positions of displays and projectors, with a focus on high-end, high-priced, professional, and medical displays.
-
Expand Medical Business: Expanding the reach of BenQ Medical Center and actively pursuing a listing in Hong Kong to support the rapid growth of the hospital business. In the strategy of "Dual Engines in Medical Devices and Pharmaceuticals," we focus on technological innovation in medical equipment. We are enhancing the quality and differentiation of products, including blood dialysis, ultrasound, oral scanners, digital dentistry, and surgical room equipment. Additionally, we are actively expanding into overseas markets, particularly in Southeast Asia. In the medical pharmaceutical distribution channel, we prioritize the needs of the aging population, integrating Qisda's innovative technological strength with the pharmaceutical expertise of our partners to create a comprehensive healthcare system for the public.
-
Accelerate Business Solutions: Strengthening the integration of information technology (IT) and operational technology (OT) to create an OMO omnichannel service. Developing comprehensive hardware and software services to meet the diverse needs of different vertical markets in the face of trends such as cloud integration, cybersecurity, AI computing, new energy, smart automation, and new infrastructure.
-
Deploy Network Business: Recognizing the central role of networks in the digital environment, Qisda, through its subsidiaries like Alpha Networks Inc., Hitron Technologies Inc., Interactive Digital Technologies Inc., aims to create a comprehensive broadband service integrating both wired and wireless networks. Expanding into the telecom market, seizing 5G opportunities, and positioning in low-orbit satellites and space opportunities to provide seamless and rapid broadband services
-
2
Innovation Excellence – Leveraging the Influence of the Grand Fleet
Qisda sustains its competitive advantage through innovation and technological development, allocating an average of 2% to 3% of annual revenue to product innovation and R&D. Accumulating to date, we hold a total of 1,251 patents worldwide. In 2023, Qisda introduced QMUT, a new technology in the medical field involving capacitive ultrasound probes. This innovative technology and process aim to provide more precise and easily interpretable medical images for doctors, with potential applications in various medical fields.
The value transformation of Qisda has entered its second chapter, and the resource platform created for the “Grand Fleet Partners” is actively contributing positively to the group and the industrial landscape of Taiwan. We extend our gratitude to all shareholders for their long-term support and encouragement. The management team and all employees of the company will continue to work diligently to maximize benefits for the company and shareholders.
Finally, we wish everyone good health, good luck and fortune.
Sincerely, Chairman: Peter Chen President: Joe Huang
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Company Profile
I. Date of Founding: April 21. 1984
II. Company History:
| April, 1984 | Company established with a registered capital at NT$140,000,000 (currency for the following monetary amount would all be NT$ except specifically specified), the paid in capital was 35,000,000. |
|---|---|
| April,1993 | The Subsidiary“BenQ” established in Suzhou of mainland China. |
| November, 1993 | The Headquarter and Production Base of the Company established in Gueishan of Taoyuan. |
| July,1996 | Officiallylisted at TWSE. |
| November,1996 | First issuance of foreign currencyconvertible bonds with a total value of US$110,000,000. |
| January,1998 | Initiation of construction of BenQ Suzhou Science and TechnologyPark. |
| December,1998 | First issuance of domestic debenture with a total value of NT$20,000,000. |
| June, 2000 | First issuance of domestic unsecured convertible bonds with a total value of NT$4,000,000,000. |
| February,2001 | Second issuance of foreign currencyconvertible bonds with a total value of US$175,000,000. |
| January, 2002 | The Private Brand “BenQ” created and the English name of the Company changed to “BenQ Corporation”. |
| May,2002 | The Board of Directors collectivelyelected Mr. K.Y. Lee as the Chairman. |
| June,2002 | The Shuang-shingPlant in Gueishan of Taoyuan activated forproduction. |
| February,2003 | Established thejoint venture with Royal Philips Electronic. |
| January, 2004 | The Subsidiary Da-zhou Communication System Co., Ltd. (whose 100% of shares were held bythe VCompany)merged and acquired bythe Company. |
| June, 2005 | First issuance of domestic debenture with a total value of NT$4,000,000,000. |
| Initiation of construction of BenQ Medical Center in Nanjing. | |
| October, 2005 | BenQ became the fourth most valuable out of the TopTen “BrandingTaiwan” brands. |
| M&A with mobile departments of Siemens became officially effective and the operation of BenQ Mobile GmbH & Co OHG started. |
|
| December,2005 | Issuance of overseas depositaryreceipt with total volume of 150,000,000 shares. |
| January,2006 | The first crossover edition of mobilephoneproduct byBenQ-Siemens hit the market. |
| April, 2006 | Production integration of optical storageproducts with Lite-On IT Corporation. |
| The Board of Directors determined to terminate capital increase to BenQ Mobile. | |
| November, 2006 | BenQ included into the TOP 10 Leading Brands of Chinese Consumer Electronic Industry, becomingone of the most influential Chinese brands. |
| January,2007 | First issuance of unsecured exchangeable bonds with a total amount of NT$4,500,000,000. |
| June, 2007 | The Shareholders’ Meeting approved proposals of brand segmentation, capital reduction for cover accumulated deficits and change of corporate name. |
| July,2007 | The corporate name was changed from BenQ Corporation to Qisda Corporation. |
| September, 2007 | Capital reduction initiated. The listed companyname at TWSE changed to Qisda(2352). |
| April, 2008 | Capital increase by private placement of common stock at the amount of NT$5,000,000,000. |
| May,2008 | Operation of BenQ Medical Center in Nanjinginitiated. |
| June, 2008 | The Shareholders’ Meeting approved the proposals of establishing positions of Independent Directors and the Audit Committee. |
| July,2009 | Initiation of construction of BenQ Medical Center in Suzhou. |
| August, 2011 | The Board of Directors approved the proposal of establishing the Remuneration Committee. |
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| October, 2011 | BenQ won the prize of Best Chinese Enterprise in Human Resources Management for three years in a row and also won the prize of Best Remuneration and Performance Management. |
|---|---|
| BenQ Medical Center in Nanjing rated by the Health Department of Jiangsu Province as the Level 3 Hospital. |
|
| September,2012 | Selected byIDB of MOEA as the model enterprise for OutstandingCSR Reports of 2012. |
| November, 2012 | Won the Bronze Medal of Manufacturing Industry of 2012 Taiwan Corporate Sustainability Awards. |
| May,2013 | Operation of BenQ Medical Center in Suzhou initiated. |
| October, 2013 | BenQ Medical Center was rated the 7thl of the top 100 most competitive Chinese private- owned hospitals. |
| November, 2013 | Won the Taiwan Top 50 Corporate Sustainability Report Award and the Climate Leadership Award of 2013 Taiwan Corporate SustainabilityAwards |
| December,2013 | Selected byIDB of MOEA as the model enterprise for QualityCSR Reports of 2013. |
| November, 2014 | Won the Silver Medal of “Large Enterprises, Electronics Industry II” of Taiwan Top 50 Corporate SustainabilityReport Awards. |
| April,2015 | Rated as the top5% by2015 Corporate Governance Appraisal System of TWSE. |
| May, 2015 | Won the first prize of Eco-friendly Enterprise of 2015 Global Views Monthly Corporate SustainabilityAwards. |
| May, 2016 | Won the prize of Model Enterprise of Electronic Technology Group of 2016 Global Views MonthlyCorporate SustainabilityAwards. |
| November, 2016 | Won the Gold Medal “Electronic and IT Manufacturing Industry” and the “Climate Leadership Award” of Taiwan Top 50 Corporate Sustainability Report Award of 2016 Taiwan Corporate SustainabilityAwards. |
| April,2017 | Completed thepublic tender offer of 42.06% of shares of Partner Tech Corp. |
| May,2017 | “Best Business ContinuityApproach of the Year” of StrategicRISK. |
| November, 2017 | “Top 50 Corporate Sustainability Report Awards” and “Top 50 Corporate Sustainability Awards” of 2017 Taiwan Corporate SustainabilityAwards of TAISE. |
| November,2017 | Completed thepublic tender offer of 36.28% of shares of DFI. |
| January, 2018 | Recognized by Thomson Reuters as one of the entity of the Top 100 Global Technology Leaders. |
| March,2018 | Recognized as one of the 30 model Taiwanese enterprises byCSRone Reporting. |
| March, 2018 | Participated in the subscription of common stocks from private placement by Alpha Networks Inc. for capital increase by cash with a shareholding ratio of the Company at approximately18.38%. |
| August, 2018 | Participated in the subscription of common stocks of K2 International Medical Inc. or capital increase bycash with a shareholdingratio of the Companyat approximately29.85%. |
| November, 2018 | Participated in the subscription of common stocks from private placement by Dataimage for capital increase by cash with a shareholding ratio of the Company at approximately 28.82%. |
| April,2019 | The first safetycertification of Human-Robot Collaboration(HRC)around Taiwan |
| June,2019 | Awardedprize for HR Asia,Best Companies to Work For In Asia Awards |
| July, 2019 | To establish a new joint venture company (BenQ Biotech(Shanghai)Co., Ltd) with Shanghai Kunxin Medical Technology Co., Ltd. by cash injection, after the investment, shareholdingratio is 70%. |
| August, 2019 | The Company participates in Topview Optronics Corporation's private placement of common shares with a shareholdingratio of the Companyat approximately20%. |
| August, 2019 | The Company participates in SYSAGE THCHNOLOGY CO., LTD's private placement of common shares with a shareholdingratio of the Companyat approximately35%. |
| September, 2019 | Qisda’s Twin Stars Factory has continued to obtain the continuous accreditation to the Green Factoryfrom Industrial Bureau of Taiwan’s Ministryof Economic Affairs. |
| October,2019 | The Subsidiary“Qisda Vietnam Co.,Ltd” established |
| November, 2019 | Awarded prize for Platinum Award for Taiwan Corporate Sustainability Reports “(Electronic Information Manufacturing Industry)” of “2019 Taiwan Corporate Sustainability Awards (TCSA)” from Taiwan Institute for SustainabilityFoundation(TAISE)and “Corporate |
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| Comprehensive Performance Award. | |
|---|---|
| November, 2019 | Qisda Chairman Peter Chen received an annual award for “EY Entrepreneur Of The Year 2019” and Excellent Business Model Entrepreneur Of The Year. |
| March, 2020 | The Company participates in SIMULA TECHNOLOGY INC.'s private placement of common shares with a shareholdingratio of the Companyat approximately37.5%. |
| July,2020 | Completed thepublic tender offer of 19% of shares of Alpha Networks Inc.. |
| September,2020 | Won “Best Companies to Work For in Asia” and “HR Asia Most CaringCompanies Award”. |
| November, 2020 | Won “Top Ten Most Prestigious Sustainability Award”, “Corporate Sustainability Report Award”, “Growth through Innovation Award” and “Creativity in Communication Award of” Taiwan Corporate Sustainability Reports Platinum Award” running by Taiwan Institute for SustainabilityFoundation(TAISE) |
| December, 2020 | Qisda Chairman Peter Chen received M&A Outstanding Achievement Award and National Manager Excellence Award. |
| January,2021 | Completed thepublic tender offer of 16% of shares of SYSAGE TECHNOLOGY CO.,LTD.. |
| September,2021 | Won “Best Companies to Work For in Asia” and “HR Asia Most CaringCompanies Award”. |
| October,2021 | Won “2021 World's Best Employers” from Forbes. |
| November, 2021 | Won “Corporate Sustainability Excellent Performance Award”, Gold Award of “Corporate Sustainability Report Award” in the category of IT & IC manufacturing from Taiwan Institute for Sustainable Energy, “Social Inclusion Award”, Silver Award of “Taiwan Sustainability Action Award - Employment and Economic Growth”, and Bronze Award of “Taiwan Sustainability Action Award - Education Quality”, and “Social Inclusion Award” running by Taiwan Institute for SustainabilityFoundation(TAISE) |
| April,2022 | Qisda Chairman Peter Chen received ERSO Award. |
| July, 2022 | Participated in the subscription of common stocks from private placement by TCI GENE INC. for capital increase by cash with a shareholding ratio of the Company at approximately 17.84%. |
| August, 2022 | Won Gold Award of “Taiwan Sustainability Action Awards - “Environmental Sustainability”, Gold Award of “Taiwan Sustainability Action Awards - “Social Inclusion”, and Bronze Award of “Taiwan SustainabilityAction Awards - “Economic Development”. |
| August,2022 | Won “Best Companies to Work For in Asia”. |
| November, 2022 | Won “Top 100 Sustainability Model Award”,” Corporate Sustainability Report Awards – Gold Award”. |
| December, 2022 | Qisda Chairman Peter Chen received Management Of Technology Award and Photonics Award. |
| December,2022 | Qisdajoined RE100. |
| May,2023 | Completed thepublic tender offer of 14% of shares of NORBEL BABY CO.,LTD. |
| July,2023 | Won “Best Companies to Work For in Asia”. |
| July, 2023 | Won Gold Award of “Taiwan Sustainability Action Awards - “SDG17- Social Inclusion”, Silver Award of “Taiwan Sustainability Action Awards - “SDG12- Environmental Sustainability”, Bronze Award of “Taiwan Sustainability Action Awards - “SDG9-Economic Development”, and Bronze Award of “Taiwan Sustainability Action Awards - “SDG7- Environmental Sustainability”. |
| August, 2023 | Won “Corporate Sustainability Reporting Category “, “Green Leadership Category “at the Asia Responsible Enterprise Awards(AREA). |
| September,2023 | Won ” Top100 Excellence in Corporate Social Responsibility” |
| September,2023 | Won “Master Entrepreneur Award “at the Asia Pacific Enterprise Awards(APEA). |
| November, 2023 | Won “Top 100 Sustainability Model Award”,” Corporate Sustainability Report Awards – Platinum Award” ,” Global Corporate Sustainability Report Award – Bronze Award” running byTaiwan Institute for SustainabilityFoundation(TAISE). |
| November, 2023 | Qisda Smart Factory - Twin Star Building has been awarded the "Silver Level" Green Building Certification. |
| December,2023 | TOP 5% S&P Global Corporate SustainabilityAssessment(CSA)Score. |
Note: Please refer to the 2023 Annual Reports of the Company’s Subsidiaries BenQ Materials Corporation, BenQ Medical Technology Corporation, Partner Tech Corp., DFI Inc., DATA IMAGE CORPORATION, MetaAge Corporation, SIMULA TECHNOLOGY INC. and Alpha Networks Inc. to respectively see its company history.
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Corporate Governance
I. Organization
(I) Organizational Structure
Date: March 31, 2024
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----- Start of picture text -----
Shareholders’
Meeting
Audit
Committee
Compensation Board of Directors Internal Audit
Committee
ESG Chairman & CEO
Committee
President
RM Office
Information Product &
Manufacturing Finance &
Technology Marketing
Operation Administration
Business Group Strategy Center
Advanced
Commercial &
Supply Chain Industrial Technology Information
Management Business Group Management Technology Service
Corporate Quality Business Solution
Management Product Group
Lifestyle Design Medical Business
Center Group
Networking &
Communication
Business Group
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(II) Business Scope for Main Department
| Department | Majority Focus |
|---|---|
| Information Technology Business Group Commercial & Industrial Business Group Business Solutions Business Group Medical Business Group Networking & Communication Business Group |
1. Development and promotion of domestic and foreign market business 2. Formulation of marketing plans 3. ODM/EMS product development assessment 4. Product development and introduction and improvement of new technologies 5. Planning of product quality assurance system and preparation ofqualitymanagementplans |
| Manufacturing Operation | 1. Responsible for the manufacturing of various products 2. Control and management of yields, capacity planning, and efficiency of production processes 3. Coordination of manufacturing resources and completion of required volumes to be shipped 4. Implement quality management system to ensure product qualityand meet customer needs |
| Supply Chain Management | 1. Global operations planning and management 2. Strategic procurement planning and management 3. Overall planning and execution of vertical integration of supply chains |
| Corporate Quality Management | 1. Promote products quality management supervision and quality strategy planning and implementation 2. Promote sustainable business, environmental-friendly and green energy, and continuous improvement activities 3. Provide R&D unit measurement with analysis and safety certification application 4. Provide customers with after-sales service |
| Lifestyle Design Center | 1. Product shapes and functions design 2. HMI design 3. Visual communication design 4. Trend analysis of user research and design |
| Products & Marketing Strategy Center | 1. Analysis and planning of syndicate strategy 2. Assist each business group in formulating business competition strategies and commercial design 3. Assist each business group in STP planning and product portfolio formulation 4. Assistingeach businessgroupin introduction of design thinking |
| Advanced Technology Management | 1. Collect the latest technical information regarding materials, technologies, and products for the Company's product development 2. Integrate the Company's new technology and enhance the product development capability 3. Seek internal and external resources to resolve major technical problems within the Company |
| Finance and Administration Management (Finance/Human Resources/Legal/Patent Engineering/ Investment) |
1. Accounting system, accounting taxation processing analysis and planning 2. Matters related to the acquisition, operation and dispatching of financial funds 3. Utilize various financial statement data to provide guidance for business operation directions 4. Stock issuance, stock affairs, taxation and other related businesses 5. Establishment and management of personnel systems such as manpower planning, staff recruitment, appointment, assessment,andpromotion |
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| Department | Majority Focus |
|---|---|
| 6. Planning, design and management of remuneration system, business travel and expatriate, insurance, and welfare 7. Planning, establishment and implementation of system of education training and talent cultivation 8. Planning and promotion of corporate culture and employee interactions 9. Comprehensive development, review and provision of legal advisory services related to business affairs 10. Intellectual property business such as patent copyright trademarks and technology licenses at domestic and abroad 11. Comprehensive administration for legal affairs 12. Assist each business group to draw up investment radar charts 13. Find investment targets and strategies based on investment radar charts 14. Assist each business group to formulate investment plans 15. Plan the scope of due diligence and summarize the results |
|
| Information Technology Service | 1. MIS system management 2. Application and maintenance of OA equipment 3. Establishment of automatic monitoring system 4. Be in charge of the promotion of information security governance, establishment of consistent information security policy, formulation of management standard of information security, and integration and monitoring of implementation, operation,and coordination information securitymechanisms. |
| ESG & RM Office | 1. Corporate Sustainability Development Planning and Implementation 2. Environment, Safety and Health Planning and Implementation 3. Enterprise Risk Management Planning and Implementation 4. GroupCompanies Insurance Planningand Implementation |
| Audit | To assist inspecting and reviewing defects in the internal control systems as well as measuring operational effectiveness and efficiency. |
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| (I) Director Information March 31, 2024; Unit of shares: unit |
Selected Current Positions at Qisda and Other Companies (Note1) |
Selected Current Positions at Qisda and Other Companies (Note1) |
- Chief Executive Officer: Qisda Corp. - Director: Darfon Electronics Corp. BenQ Foundation (Note2) |
- Chairman and Group Chief Strategy Officer (Group CSO): AUO Corporation - Chairman: Ennostar Inc. Konly Venture Corp. Ronly Venture Corp. AUO Foundation |
- Chairman and Group Chief Strategy Officer (Group CSO): AUO Corporation - Chairman: Ennostar Inc. Konly Venture Corp. Ronly Venture Corp. AUO Foundation |
- Senior Vice President: AUO Corporation |
- Senior Vice President: AUO Corporation |
- President: Qisda Corp. |
- Director: AUO Corporation BenQ Foundation (Note2) |
|---|---|---|---|---|---|---|---|---|---|
| Selected Education, Past Positions & Current Positions at Non-profit Organizations |
- Technology Management Program, National Chengchi University - EMBA, Thunderbird American Graduate School, U.S.A. - B.S., Electrical Engineering, National Cheng Kung University - President, Qisda Corp. |
- MBA, Heriot-Watt University - President, AUO Corporation |
- Master in Control Engineering, National Chiao Tung University - Section Chief of Industrial Technology Research Institute - Senior Vice President of Display Strategy Business Group, AUO Corporation |
- EMBA, Tsing Hua University in |
Beijing - MBA, Greenwich University - Senior Vice President, Qisda |
||||
| Shareholding in the names of other persons |
% |
0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | |
Shares |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
||
| Spouse & Minor Shareholding |
% | 0.00% |
0.00% |
0.00% |
0.00% |
0.00% |
0.00% |
0.00% |
|
| Shares | 0 |
0 |
65,032 |
0 |
664 |
0 |
686 |
||
| Current Shareholding |
% | 0.05% |
11.96% |
0.00% |
11.96% |
0.00% |
0.03% |
0.02% |
|
| Shares | 1,034,455 |
235,230,510 |
9,164 |
235,230,510 |
0 |
608,083 |
422,021 |
||
| Shareholding When Elected |
% | 0.03% |
17.04% |
0.00% |
17.04% |
0.00% |
0.03% |
0.02% |
|
| Shares | 628,246 | 335,230,510 | 9,164 | 335,230,510 | 0 | 608,083 | 321,747 | ||
| Date First Electe |
d | 2014. 01.01 |
2005. 05.18 |
2010. 06.18 |
2005. 05.18 |
2023. 05.29 |
2017. 06.22 |
2017. 06.22 |
|
| T e r |
m | 3 | 3 | 3 | 3 | 3 | 3 | 3 | |
| Date Elected |
2023. 05.29 |
2023. 05.29 |
2023. 05.29 |
2023. 05.29 |
2023. 05.29 |
2023. 05.29 |
2023. 05.29 |
||
| Gender Age |
Male 61-70 |
- | Male 61-70 |
- | Male 51-60 |
- | Male 61-70 |
||
Name |
Chi-Hong (Peter) Chen |
AUO Corporation |
Representative Shuang-Lang (Paul) Peng |
AUO Corporation |
Representative James CP Chen |
BenQ Foundation |
Representative Han-Chou (Joe) Huang |
||
| Nationality or Place of Registration |
Republic of China |
Republic of China |
Republic of China |
Republic of China |
Republic of China |
Republic of China |
Republic of China |
||
| Title | Chairman | Director | Director | Director |
- 10 -
| Selected Current Positions at Qisda and Other Companies (Note1) |
Selected Current Positions at Qisda and Other Companies (Note1) |
- Chairman: Taipei Co-Creation Foundation for Entrepreneurs - Director: Alibaba Entrepreneurs Fund Taiwan Regional Revitalization Foundation Taiwan Scientist Co., Ltd. - Independent Director: Sinyi Realty Inc. |
- Director: Iridium Medical Technology Co., Ltd. GeoThings Inc. Alpha Ring Asia Inc. - Independent director: United Microelectronics Corp. FAR EASTONE TELECOMMUNICATIONS CO., LTD. |
- Independent director: Vanguard International Semiconductor Corp. Everlight Electronics Co., Ltd. - Director : Nuvoton Technology Corp. Himax Technologies, Inc. Ganzin Technology Corp. |
|---|---|---|---|---|
| Selected Education, Past Positions & Current Positions at Non-profit Organizations |
- Master in Accounting, National Cheng Chi University - Vice Chairman and GM, Vincera Capital - Chief Strategy Officer, Deloitte China - CPA, Deloitte Touche Tohmatsu Limited - President, Deloitte & Touche Consulting Co., Ltd. in Taiwan - President, DELOITTE CONSULTING CO. |
- Ph.D. in Electrical Engineering and Computer Science, University of California, Berkeley - Minister, Ministry of Science and Technology, R.O.C. - President, Industrial Technology Research Institute - Professor, Department of Computer Science, National Tsing Hua University - Professor Emeritus, National Tsing Hua University |
- Phd in the Department of Electrical Engineering, National Cheng Kung University, Taiwan - Professor/Associate Professor of the Department of Electrical Engineering, National Taiwan University - Minister of Science and Technology, Republic of China - Vice Minister of Education, Republic of China - Director of the Electronic and Optoelectronic System Research Laboratories, Industrial Technology Research Institute - Director General of the National Applied Research Laboratories |
|
| Shareholding in the names of other persons |
% |
0.00% | 0.00% | 0.00% |
Shares |
0 | 0 | 0 | |
| Spouse & Minor Shareholding |
% | 0.00% | 0.00% | 0.00% |
| Shares | 0 | 0 | 0 | |
| Current Shareholding |
% | 0.00% | 0.00% | 0.00% |
| Shares | 0 | 0 | 0 | |
| Shareholding When Elected |
% | 0.00% | 0.00% | 0.00% |
| Shares | 0 | 0 | 0 | |
| Date First Electe |
d | 2020. 06.19 |
2020. 06.19 |
2023. 05.29 |
| T e r |
m | 3 | 3 | 3 |
| Date Elected |
2023. 05.29 |
2023. 05.29 |
2023. 05.29 |
|
| Gender Age |
Male 61-70 |
Male 61-70 |
Male 61-70 |
|
Name |
Lo-Yu (Charles) Yen |
Jyuo-Min Shyu | Liang-Gee Chen |
|
| Nationality or Place of Registration |
Republic of China |
Republic of China |
Republic of China |
|
| Title | Independent Director |
Independent Director |
Independent Director |
- 11 -
| Selected Current Positions at Qisda and Other Companies (Note1) |
Selected Current Positions at Qisda and Other Companies (Note1) |
- Independent Director: Taiwan Printed Circuit Board Techvest Co., Ltd. - Supervisor: Yu Song Investment Co., Ltd. |
- Independent Director: Sensortek Technology Corp. Zero One Technology Co., Ltd. - Director: LeRain Technology Co., Ltd. Auras Technology Co., Ltd. - Chairman: Choice Delights Incorporation |
Note 1: Please refer to the section “Directors, supervisors and presidents of affiliates” in annual report. Note 2: Where the Chairman of the Board of Directors and the President or person of an equivalent post (the highest level manager) of a company are the same person, spouses, or relatives within the first degree of kinship, the reason for, reasonableness, necessity thereof, and the measures adopted in response thereto must be disclosed: The reason why the chairman also serves as the CEO is to represent the company externally and effectively coordinating the management team to effectively implement investment and mergers and acquisitions, lead the value transformation of Qisda, quickly strengthen the medical business, accelerate on solution development, expand 5G networks business, and play a comprehensive effect. At the same time, in order to strengthen the independence and supervision function of the board of directors, the board of directors of the company has three independent directors and more than half of the directors are not an employee or a manager of the Company, so as to improve the operation of the board of directors and comply with the principles of corporate governance. Note 3: Any Executive, Director, or supervisor who is a spouse or relative within the second degree of kinship: None. |
|---|---|---|---|---|
| Selected Education, Past Positions & Current Positions at Non-profit Organizations |
- Master's Degree from the Institute of Management Science, National Chiao Tung University - Investment Advisor at Sinotech Engineering Consultants, Inc. - Head of the Stock Division, Finance Department and Vice President of the Financial Trading Department at China Development Industrial Bank - Fund Manager and Research Department Manager at China Securities Investment Trust Corporation Ltd. |
- Master of Science in Technology Management, National Chiao Tung University - Chairman of the Semiconductor International Capacity Statistics, (SICAS) - Director of the National Taiwan University EMBA Alumni Foundation - External Advisory Committee Member of the Institute of Technology Management, National Chiao Tung University - Special Assistant to the General Manager / Consultant of ITE Tech. Inc. - Manager of the Strategic Marketing Department of Vanguard International Semiconductor Corp. |
||
| Shareholding in the names of other persons |
% |
0.00% | 0.00% | |
Shares |
0 | 0 | ||
| Spouse & Minor Shareholding |
% | 0.00% | 0.00% | |
| Shares | 0 | 0 | ||
| Current Shareholding |
% | 0.00% | 0.00% | |
| Shares | 0 | 0 | ||
| Shareholding When Elected |
% | 0.00% | 0.00% | |
| Shares | 0 | 0 | ||
| Date First Electe |
d | 2023. 05.29 |
2023. 05.29 |
|
| T e r |
m | 3 | 3 | |
| Date Elected |
2023. 05.29 |
2023. 05.29 |
||
| Gender Age |
Female 61-70 |
Female 51-60 |
||
Name |
Chiu-Lien (Julie) Lin |
Shu-Chun (Mandy) Huang |
||
| Nationality or Place of Registration |
Republic of China |
Republic of China |
||
| Title | Independent Director |
Independent Director |
- 12 -
Substantial shareholders of the corporate shareholder
| Substantial shareholders of the corporate shareholders | Substantial shareholders of the corporate shareholders | |
|---|---|---|
| Name of corporate shareholders | ||
| Shareholding | ||
| (Note 1) | Name | |
| Percentage(%) | ||
| AUO Corporation (Note2) | Qisda Corporation | 6.90% |
| Trust Holdingfor Employees of AUO Corporation | 5.18% | |
| Quanta Computer Inc. | 4.61% | |
| Yuanta Taiwan Dividend Plus ETF | 4.17% | |
| ADR of AUO Corporation | 2.44% | |
| Nan Shan Life Insurance Co.,Ltd. | 1.62% | |
| New Labor Pension Fund | 1.56% | |
| Vanguard Emerging Markets Stock Index Fund, a Series of Vanguard International EquityIndex Funds |
0.93% |
|
| JPMorgan Chase Bank N.A., Taipei Branch in custody for Vanguard Total International Stock Index Fund, a series of Vanguard Star Funds |
0.92% |
|
| iShares Core MSCI EmergingMarkets ETF | 0.76% | |
| BenQ Foundation(Note 3) | Qisda Corporation(Note 4) | 100% |
Note 1: For directors acting as the representatives of institutional shareholders Note 2: Source of information for AUO is recorded as of the book closure date of AUO on March 28, 2023. Note 3: Where the corporate shareholder is not a company, the aforementioned Name of corporate shareholders and Shareholding Percentage denote the names of investors or donors, and their investment or contribution ratios. Note 4: Please refer to the list of major shareholders as stated in Chapter 4 Capital Overview of this Annual Report.
Substantial shareholders of corporate shareholders who are the substantial shareholders of the Company’s corporate shareholders.
| Substantial shareholders of the corporate shareholders | Substantial shareholders of the corporate shareholders | |
|---|---|---|
| Name of institutional | ||
| Shareholding | ||
| shareholders | Name | |
| Percentage(%) | ||
| Quanta Computer Inc. (Note1) |
Chien Yu Investment Ltd. | 14.82% |
| BarryLam | 10.76% | |
| Cathay MSCI Taiwan ESG Sustainability High Dividend Yield ETF(Custodian: TaiShin Bank) |
2.38% | |
| C.C. Leung | 2.14% | |
| He Sa Trust | 2.07% | |
| New Labor Pension Fund | 1.99% | |
| Yuanta Taiwan Dividend Plus ETF | 1.81% | |
| Nan Shan Life Insurance Co.,Ltd. | 1.77% | |
| Yi Chia Xin Investment CompanyLtd. | 1.60% | |
| CathayLife Insurance Co.,Ltd. | 1.56% | |
| Nan Shan Life Insurance Co., Ltd. (Note2) |
Ruen Chen Investment HoldingCo.,Ltd. | 89.56% |
| RUEN HUA DYEING & WEAVING Co.,Ltd. | 1.34% | |
| Y. T. Du | 1.16% | |
| RUEN TAI SHING Co.,Ltd. | 0.97% | |
RUENTEX DEVELOPMENT Co.,Ltd. |
0.23% | |
| RUENTEX INDUSTRIES Ltd. | 0.21% | |
| Yen Sin Corporation | 0.16% | |
| Ruentex LeasingCo.,Ltd. | 0.12% | |
| Chi-Pin Investment Company | 0.11% | |
| Pan CityCo.,LTD | 0.09% |
Note 1: Source of information for Quanta Computer Inc. is recorded as of the book closure date of Quanta Computer Inc. on April 18, 2023.
Note 2: Source of information for Nan Shan Life Insurance Co., Ltd. is recorded as of the book closure date of Nan Shan Life Insurance Co., Ltd. on February 29, 2024.
- 13 -
Professional qualifications and independence analysis of directors
| Condition | Number of | ||
|---|---|---|---|
| other public | |||
companies |
|||
| Meet conditions of | where the |
||
| Key board qualifications, expertise and attributes | independence | Director | |
(Note 1) |
concurrently | ||
serves as an |
|||
| Independent | |||
| Name | Director |
||
| Chairman Chi-Hong (Peter) Chen |
Peter Chen has been a director since 2014, and was elected as Chairman by the Board of Directors in 2017. Now, he acts as Chairman and CEO of the Company and a director of BenQ Foundation. Peter Chen holds a degree in Electrical Engineering from National Cheng Kung University, Taiwan in 1985, and a Master of Global Management degree from America’s Thunderbird School of Global Management in 2001. Peter joined BenQ Corp. as a R&D engineer in 1991. In 2007, with the division of the BenQ branded service and OEM manufacturing business, Peter was transferred to be the EVP of Technology Product Center. And then Peter was appointed to be the President of the Company in 2014. Peter Chen was often the pioneer and front-runner, taking the lead in developing new products and building new business. Recognized for his years of professional achievements in R&D and business management field, Peter accumulated steadfast industrial experience and innovative leading mindset. Peter is Chief Helmsman of the Group's transformation and innovation. It shows the significant performance of value transformation. |
Not applicable. | 0 |
| Director AUO Corporation representative: Shuang-Lang (Paul) Peng |
Paul Peng has been director representative of AUO Corporation since 2010. Now, Paul acts as Chairman and GSO of AUO, Vice Chairman of Ennostar Inc. and Chairman of AUO Foundation. Paul Peng holds an MBA from Heriot-Watt University in the U.K.. Paul Peng joined BenQ Computer in 1990, was AUO’s EVP in 2008, was AUO’s President in 2012, and acted as Chairman and CEO of AUO in 2015. Paul Peng experienced materials, manufacturing, transferring to Malaysia and building AUO Suzhou factory. With over three decades of experience in the technology industry, Paul has extensive experience in display industry. His steadfast devotion to promoting cross-disciplinary integration and resource sharing across the industry chain. Paul is also responsible for promoting national digital technology applications and innovationdevelopmentpolicies. |
Not applicable. |
0 |
| Director AUO Corporation representative: James CP Chen |
Since 2023, James CP Chen has served as the corporate representative director appointed by AUO Corporation to the company. He is currently the Senior Vice President of the Display Strategy Business Group at AUO Corporation James CP Chen holds a Master's degree in Electrical Control Engineering from National Chiao Tung University. He was previously a division head at the Electronics and Optoelectronics Research Laboratories of the Industrial Technology Research Institute. In 1999, he joined AUO Corporation, and in 2020, he was appointed as the Deputy General Manager of the Consumer Applications Strategy Business Headquarters. James CP Chen has extensive industry experience, managing product planning, marketing strategies, operations, and customer service for various display business units. He has also assisted in developing strategic global market layouts and expanding overseas business operations. |
Not applicable. | 0 |
| Director BenQ Foundation representative: Han-Chou (Joe) Huang |
Joe Huang has been director representative of BenQ Foundation since 2017. Now, he serves as the President of the Company and a director of BenQ Foundation. Joe Huang earned his MBA from Greenwich University and an EMBA degree from Tsinghua University in China. Joe joined Acer Peripherals (formerly BenQ Corporation) in 1985. In 2005, Joe served as the head of China Operations, responsible for managingthe China operation. Joewas General Managerof |
Not applicable. | 0 |
- 14 -
| Condition | Number of | ||
|---|---|---|---|
| other public | |||
companies |
|||
| Meet conditions of | where the |
||
| Key board qualifications, expertise and attributes | independence | Director | |
(Note 1) |
concurrently | ||
serves as an |
|||
| Independent | |||
| Name | Director |
||
| Information Technology Products Group in 2011, and was doubling as General Manager of Commercial and Industrial Products Group in 2021. Joe Huang has more than 13 years of experience in supply chain management, 10 years in factory operation management, 5 years in brand operation, and even more than 10 years in business unit and product group management. In the past four years, he has implemented M&A growth strategies and served as chairman of subsidiaries. In addition, he has been stationed overseas for more than 10 years. Joe has rich and diverse qualifications and business performance, andisfamiliar with industry-related contacts. |
|||
| Independent Director Lo-Yu (Charles) Yen |
Charles Yen has been independent director since 2020. Now, he serves as the Chairman of Taipei Co-Creation Foundation for Entrepreneurs, director of Taiwan Regional Revitalization Foundation and independent director of Sinyi Realty Inc. Charles Yen holds a master of Accounting from National Cheng Chi University. Charles was a CPA of Deloitte in 1982. In 1994, Charles was promoted to be the President of DELOITTE CONSULTING CO. In 2004, Charles was transferred to be the Chief Strategy Officer, Deloitte China. Charles then joined Vincera Capital as a Vice Chairman and Executive Partner in 2011. In 2012, Charles created Asia America Multi-Technology Association (AAMA), and reorganized to be Taipei Co-Creation Foundation for Entrepreneurs in 2020. Charles Yen worked in Taiwan, America and China over 30 years, and has expertise in financial accounting, business model and strategy planning, merges and reorganization, Operational management improvement, venture capital and risk management. Charles has rich experience in assisting highly growing company in executing enterprise transformation. |
Compliant | 1 |
| Independent Director Jyuo-Min Shyu |
Jyuo-Min Shyu has been independent director since 2020. Now, he serves as the independent director, United Microelectronics Corp., Independent director, FAR EASTONE TELECOMMUNICATIONS CO., LTD., Director, Iridium Medical Technology Co., Ltd., Director, GeoThings, Inc., and director of Alpha Ring Asia Inc. Jyuo-Min Shyu holds a Ph.D., Electrical Engineering and Computer Science, University of California, Berkeley. He joined Industrial Technology Research Institute (ITRI) in 1998 and he has held various positions including Researcher, Manager, Deputy Team Leader, Team Leader, Deputy Department Head, Center Director, Department Head, and Deputy Dean. In 2007, Dr. Shyu began teaching at National Tsing Hua University. Then he became K. T. Li Chair Professor and Dean of the College of Electrical Engineering and Computer Science in National Tsing Hua University. In 2010, he became the President of ITRI. In 2015, Mr. Hsu became the Minister of Science and Technology of the Republic of China. Jyuo-Min Shyu has led the Industrial Technology Research Institute (ITRI) in promoting forward- looking technological research comprehensively. He has collaborated with the industry to establish new models for cooperative research and development. With a keen insight into future trends and the commercialization of technology, he is passionate about education and academic research, boasting extensive experience in both educational and academic. |
Compliant |
2 |
- 15 -
| Condition | Number of | ||
|---|---|---|---|
| other public | |||
companies |
|||
| Meet conditions of | where the |
||
| Key board qualifications, expertise and attributes | independence | Director | |
(Note 1) |
concurrently | ||
serves as an |
|||
| Independent | |||
| Name | Director |
||
| Liang-Gee Chen | Since 2023, Liang-Gee Chen has served as an independent director of the Company. He is currently an Independent director at Vanguard International Semiconductor Corp., Independent director, Everlight Electronics Co., Ltd., Director, Nuvoton Technology Corp., Director, Himax Technologies, Inc. and director of Ganzin Technology, Inc. Liang-Gee Chen holds a Ph.D. in Electrical Engineering from National Cheng Kung University. He was the director of the Electronics and Optoelectronics Research Laboratories at the Industrial Technology Research Institute. Since 1988, he has been a professor in the Department of Electrical Engineering at National Taiwan University. In 2012, he became the president of the National Applied Research Laboratories. In 2016, he served as the Deputy Minister of Education, and in 2017, he was appointed as the Minister of Science and Technology of the Republic of China. His academic and professional experiences span research institutions, government agencies, and academia, and he excels in facilitating technology transfer and is well-versed in industrial dynamics. He has assisted numerous startups succeed in publicly listed company, making significant contributions to industry development and science and technology education in Taiwan. He possesses extensive expertise in leadership, decision-making, and academic research. |
Compliant | 2 |
| Chiu-Lien (Julie) Lin |
Since 2023, Julie Lin has served as an independent director of the Company. She is currently an independent director at Taiwan Printed Circuit Board Techvest Co., Ltd. and a supervisor at Yu Song Investment. Julie Lin holds a Master's degree from the Institute of Management Science at National Chiao Tung University. She started her career in 1991 as a fund manager and manager of the Research Department at China Securities Investment Trust Corporation Ltd. and in 1997, she served as the Vice President of the Financial Trading Department at China Development Industrial Bank, accumulating over five years of experience in finance and business. Julie Lin is well-versed in investment and financial affairs, with extensive experience in the banking and securities industries. She excels in assessing macroeconomic environments and integrating resources to mitigate risks. Her professional expertise spans financial management, asset management, andrisk management. |
Compliant |
1 |
| Shu-Chun (Mandy) Huang |
Since 2023, Mandy Huang has served as an independent director of the Company. She is currently an independent director at Sensortek Technology Corp., Independent director, Zero One Technology Co., Ltd., a director at LeRain Technology Co., Ltd., director of Auras Technology. Co., Ltd and director of Choice Delights, Inc. Mandy Huang holds an EMBA from the College of Management at National Taiwan University and a Master's degree from the Institute of Technology Management at National Chiao Tung University. She has held positions as Special Assistant to the General Manager / Consultant of ITE Tech. Inc., Manager of the Strategic Marketing Department of Vanguard International Semiconductor Corp. and Chairman of the Semiconductor International Capacity Statistics (SICAS). Mandy Huang has a professional background in semiconductor marketing and operational management experience in the semiconductor industry (wafer foundry and IC design). She excels in corporate governance, strategic alliances, high-tech marketing, and brand planning. She possesses extensive professional qualifications and experience in decision-making, business management, commerce, and operations. |
Compliant |
2 |
Note 1: Independence
-
16 -
-
(1) All meet the provisions of Article 3(1) of" Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies".
-
(2) There are no circumstances specified in the government agency, juristic person or authorized representative specified in Article 27 of the Company Act.
-
(3) They don't provide any commercial, legal, financial, accounting or related services to the Company or any affiliate of the Company in recent 2 years.
-
(4) There are no circumstances specified in the shares and shareholding ratio held by independent directors and their spouse or relative within the second degree of kinship (or in the name of others). please refer to II. Information about directors, presidents, vice presidents, associate vice presidents, heads of departments and branches (I) Information about directors.
Note 2: all the independent directors’ professional qualifications and experience meet the provisions of Article 2(1) of "Regulations Governing Appointment of Independent Directors and Compliance.
- Note 3: All the directors don’t have any circumstances specified in Article 30 of the Company Act.
The Board of Director Diversity and Independence.
-
The Board of Director Diversity:
-
On May 5, 2023, Qisda passed the revised “Corporate Governance Principles” of which the diversified approaches have been adopted in “Enhancing the Function of Board of Directors” of Chapter 3. The nomination and selection of Board Members comply with articles of incorporation that the Company adopts the candidate nomination system. Aside from evaluating each candidate’s qualifications including education and experience, the Company also refers to stakeholders’ opinions as well as comply with “Rules for Director and Supervisor Elections” and “Corporate Governance Principles” in order to ensure the diversity and independency of Board Members.
According to Article 20 of our company's 'Corporate Governance Principles', the composition of the board shall have the necessary knowledge, skill, and experience to perform their duties. To achieve the ideal goal of corporate governance, the board of directors shall possess the following abilities:
-
(1). Ability to make operational judgment.
-
(2). Ability to perform accounting and financial analysis.
-
(3). Ability to conduct management administration.
-
(4). Ability to conduct crisis management.
-
(5). Industrial knowledge.
-
(6). International market perspective.
-
(7). Ability to lead.
-
(8). Ability to make decisions.
-
(9) Risk management knowledge and ability.
The composition of Board Members shall be determined by taking diversity into consideration and formulating an appropriate approach on diversity based on the company's business operations, operating dynamics, and development needs. It is advisable that the policy include, without being limited to, the following two general standards:
-
(1). Basic requirements and values: Age, gender, identity, race and more. The company pays attention to gender equality in the composition of board members, and aims to increase at least one female director in the future.
-
(2). Professional knowledge and skills: Professional background, professional skills, industry experience, and more.
-
17 -
-
The status of implementing diversification of Qisda’s Board Members in 2023 is as follows:
| Diverse Industry and Professional Skills | Diverse Industry and Professional Skills | Diverse Industry and Professional Skills | Diverse Industry and Professional Skills | Diverse Industry and Professional Skills | Diverse Industry and Professional Skills | Diverse Industry and Professional Skills | Diverse Industry and Professional Skills | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Term of | |||||||||||
| Office of | |||||||||||
| Title | Name | Gender | |||||||||
| Business | Technolo | Venture |
Sustainable | Finance and | Risk | information | Academic | Independent | |||
Management |
gy Industry |
Capital |
Development |
Accounting |
Management |
security |
Research |
Directors |
|||
| Investment | |||||||||||
| Chi-Hong | |||||||||||
| Chairperson | Male | V | V | V | V | V | |||||
| (Peter) Chen | |||||||||||
| Shuang-Lang | |||||||||||
| Director | Male | V | V | V | V | V | |||||
| (Paul) Peng | |||||||||||
| James CP | |||||||||||
| Director | Male | V | V | ||||||||
| Chen | |||||||||||
| Han-Chou | |||||||||||
| Director | Male | V | V | V | |||||||
| (Joe) Huang | |||||||||||
| Independent | Lo-Yu | Three terms | |||||||||
| Male | V | V | V | V | |||||||
| Director | (Charles) Yen | or less | |||||||||
| Independent | Jyuo-Min | Three terms | |||||||||
| Male | V | V | V | ||||||||
| Director | Shyu | or less | |||||||||
| Independent | Liang-Gee | Three terms | |||||||||
| Male | V | V | V | ||||||||
| Director | Chen | or less | |||||||||
| Independent | Chiu-Lien | Three terms | |||||||||
| Female | V | ||||||||||
| Director | (Julie) Lin | or less | |||||||||
| Shu-Chun | |||||||||||
| Independent | Three terms | ||||||||||
| (Mandy) | Female | V | V | V | V | V | |||||
| Director | or less | ||||||||||
| Huang | |||||||||||
The company currently has a total of 9 directors, two directors concurrently an employee of the Company accounts for 22.22% and five independent directors respectively for 55.55%. Two directors aged between 56-60 and seven directors between 61-70 years of age. Management goals has been achieved:
- (i) Number of Directors who concurrently serve as Company managers do not exceed one-third of all Directors.
(ii) Number of independent directors exceed one-third of all Directors.
- (iii) The board seats include directors of two different genders.
According to the list of directors of the company, more than half of the directors have corporate management, multi-technology industry knowledge, with a commitment to sustainable development; Additionally, Directors Chi-Hong (Peter) Chen, Shuang-Lang (Paul) Peng, Independent Directors Lo-Yu (Charles) Yen and Shu-Chun (Mandy) Huang have extensive experience in entrepreneurial investment. Independent Directors Lo-Yu (Charles) Yen and Chiu-Lien (Julie) Lin possess expertise in financial accounting, having respectively served as the general manager of a management consulting firm and the vice president of a bank's financial trading department. Directors Chi-Hong (Peter) Chen, Shuang-Lang (Paul) Peng and Independent Director Lo-Yu (Charles) Yen is also familiar with risk management operations. Independent Director Jyuo-Min Shyu has a background in information technology and academia, with some knowledge of information security issues. Independent Directors LiangGee Chen and Shu-Chun (Mandy) Huang have backgrounds in the semiconductor industry and related academic fields, with experience relevant to sustainable development and information technology. The diverse experiences and capabilities of the board members significantly benefit the overall business operations of the company.
The Board of Director Independence:
The company currently has a total of 9 directors, including 5 independent directors (accounting for 55.55% of the directors respectively), and the number of independent directors exceeds one half.
By the end of 2023, all independent directors meet the regulations of the Securities and Futures Bureau of the Financial Supervisory Commission for independent directors, and there is no relationship between the directors of a spouse or within the second degree of kinship. Therefore, there is no requirement of Article 26-3 of the Securities and Exchange Act. and the matter of item 4. In conclusion, the Board of Directors of the Company is independent.
- 18 -
| March 31, 2024 | Position concurrently held in other companies (Note 2) |
Position concurrently held in other companies (Note 2) |
Director: Darfon Electronics Corp., BenQ Foundation (Note 2) |
Director: AUO Corp., BenQ Foundation (Note 2) |
(Note 2) | (Note 2) | (Note 2) | None | Director: Darfon Electronics Corp., (Note 2) |
None | (Note 2) | (Note 2) | (Note 2) | (Note 2) | None | None |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Primary work or academic experiences |
Technology Management Program, National Chengchi University EMBA, Thunderbird American Graduate School, U.S.A. B.S., Electrical Engineering, National Cheng Kung University |
EMBA, Tsing Hua University in Beijing MBA, Greenwich University |
B.S., Chemical Engineering, Tamkang University |
M.S., Business Management National Sun Yat-sen University |
Ph.D., Electrical EngineeringNational Taiwan University |
M.S., College of Management, Yuan Ze University |
EMBA, National Taiwan University MBA, California State University, Fullerton |
M.S., Institute of Electrical and Control Engineering National Chiao Tung University |
Ph.D., National Kaohsiung University of Science and Technology |
EMBA, National Tsing Hua University |
MBA., National Chengchi University | MBA, Pacific Western University | M.S., Business Administration National Central University |
B.S., Electrical Fu Jen Catholic University |
||
| Shares held by spouse or underage children |
Shareholding Percentage (%) |
0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | |
Number of shares |
0 | 686 | 0 | 0 | 6,000 | 0 | 0 | 0 | 10,000 | 0 | 0 | 6,000 | 0 | 27,772 | ||
| Number of shares held | Shareholding Percentage (%) |
0.05% | 0.02% | 0.01% | 0.02% | 0.02% | 0.03% | 0.03% | 0.01% | 0.00% | 0.00% | 0.00% | 0.01% | 0.00% | 0.00% | |
| Number of shares |
1,034,455 | 422,021 | 264,166 | 396,586 | 329,420 | 506,443 | 506,075 | 121,634 | 79,218 | 0 | 40,757 | 274,311 | 83,329 | 37,469 | ||
| Date Appointed |
2022.04.01 | 2022.04.01 | 2007.09.01 | 2019.09.01 | 2019.11.08 | 2020.03.27 | 2021.03.23 | 2021.08.11 | 2021.08.11 | 2022.05.06 | 2022.08.05 | 2009.04.01 | 2010.04.01 | 2011.04.01 | ||
| Gender | Male | Male | Male | Male | Male | Male | Female | Male | Male | Male | Male | Male | Male | Male | ||
| Name | Peter Chen | Joe Huang | Mark Hsiao | Daniel Hsueh | Michael CH Lee |
Daven Wu | Jasmin Hung | T.S. Wu | Danny Lin | Yuchin Lin | Spark Huang | Eric Lee | Jack Wang | Nick Niek | ||
| Nationality or Place of Registration |
Republic of China |
Republic of China |
Republic of China |
Republic of China |
Republic of China |
Republic of China |
Republic of China |
Republic of China |
Republic of China |
Republic of China |
Republic of China |
Republic of China |
Republic of China |
Malaysia | ||
| Title | Chairman and CEO |
President | Senior Vice President |
Vice President | Vice President | Vice President | Vice President | Vice President | Vice President | Vice President | Vice President | Associate vice president |
Associate vice president |
Associate vice president |
- 19 -
| Position concurrently held in other companies (Note 2) |
Position concurrently held in other companies (Note 2) |
None | None | None | None | Remarks: 1. Source of information for Number of shares held is recorded as of the book closure date on March 31. 2024. 2. Please refer to the section “Directors, supervisors and presidents of affiliates” in annual report. 3. Where the Chairman of the Board of Directors and the President or person of an equivalent post (the highest level manager) of a company are the same person, spouses, or relatives within the first degree of kinship, the reason for, reasonableness, necessity thereof, and the measures adopted in response thereto must be disclosed: The reason why the chairman also serves as the CEO is to represent the company externally and effectively coordinating the management team to effectively implement investment and mergers and acquisitions, lead the value transformation of Qisda, quickly strengthen the medical business, accelerate on solution development, expand 5G networks business, and play a comprehensive effect. At the same time, in order to strengthen the independence and supervision function of the board of directors, the board of directors of the company has three independent directors and more than half of the directors are not an employee or a manager of the Company, so as to improve the operation of the board of directors and comply with the principles of corporate governance. |
|---|---|---|---|---|---|---|
| Primary work or academic experiences |
M.S., Shanghai Jiao Tong University | M.S., Mechanical Engineering at National Taiwan University |
M.S., College of Management, Yuan Ze University |
National Taipei University of Technology |
||
| Shares held by spouse or underage children |
Shareholding Percentage (%) |
0.00% | 0.00% | 0.00% | 0.00% | |
Number of shares |
0 | 0 | 2,006 | 0 | ||
| Number of shares held | Shareholding Percentage (%) |
0.01% | 0.00% | 0.00% | 0.01% | |
| Number of shares |
154,942 | 3,328 | 59,308 | 228,156 | ||
| Date Appointed |
2013.11.07 | 2013.11.07 | 2014.04.01 | 2014.10.01 | ||
| Gender | Male | Male | Male | Male | ||
| Name | Calvin Jeng | Tony Lin | Aaron Ho | Alex Wu | ||
| Nationality or Place of Registration |
Republic of China |
Republic of China |
Republic of China |
Republic of China |
||
| Title | Associate vice president |
Associate vice president |
Associate vice president |
Associate vice president |
- 20 -
| December 31, 2024 Unit: NT$ thousands | Shu-Chun (Mandy) Huang 1. Please describe the policy, system, standard, and structure of remuneration to independent directors, and the correlation between duties, risk, and time input with the amount of remuneration: Compensation for Company Directors have been authorized for distribution by the Board of Directors pursuant to the Company's Articles of Association, based on individual Director's level of participation and contributions to Company operations, and have been paid pursuant to the "Compensation Policy to the Directors and Functional Committee Members" which is in reference to domestic and overseas industry standards. When earnings are present, the Board of Directors will resolve on the amount of Directors' remunerations based on the Company's Articles of Association. Independent directors are ex-officio members of the audit committee. In addition to the general remuneration paid to directors, the Company takes into account of each director’s individual responsibilities, risks and investment time, and also determines different reasonable remunerations. 2. Except for the compensation listed in the above table, the compensation that directors received by offering services (such as serving as a consultant of parent company, all companies included in the financial statements and all invested companies instead of an employee) for companies in the financial statements is: None |
||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Compensa tion from investees other than Qisda Corp.’s subsidiaries or Parent Company (Note 8) |
156,107 | 0 | |||||||||||||||
Amount and ratio of Total Compensation (A+B+C+D+E+F+G) to Profit (%) (Note 5) |
Qisda Corp. and its subsidiaries (Note 9) |
132,442 (4.45%) |
16,154 (0.54%) |
||||||||||||||
Qisda Corp. |
115,885 (3.89%) |
16,154 (0.54%) |
|||||||||||||||
Remuneration received by directors who is an employee of the Company |
Employee’s remuneration (G) (Note 7) |
Qisda Corp. and its subsidiaries (Note 9) |
Stock |
0 | 0 | ||||||||||||
Cash |
27,870 | 0 | |||||||||||||||
| Qisda Corp. | Stock | 0 | 0 | ||||||||||||||
| Cash | 27,870 | 0 | |||||||||||||||
Pension upon retirement (F) (Note 2) |
Qisda Corp. and its subsidiaries (Note 9) |
108 | 0 | ||||||||||||||
| Qisda Corp. |
108 | 0 | |||||||||||||||
Salary, bonuses, and special expenses (E) (Note 6) |
Qisda Corp. and its subsidiaries (Note 9) |
72,655 | 0 | ||||||||||||||
| Qisda Corp. |
72,505 | 0 | |||||||||||||||
| Amount and ratio of Total Compensation (A+B+C+D) to Profit (Note 5) |
Qisda Corp. and its subsidiaries (Note 9) |
31,809 (1.07%) |
16,154 (0.54%) |
||||||||||||||
| Qisda Corp. |
15,402 (0.52%) |
16,154 (0.54%) |
|||||||||||||||
| Director’s compensation | Business execution Expenses (D) (Note 4) |
Qisda Corp. and its subsidiaries (Note 9) |
1,569 | 270 | |||||||||||||
Qisda Corp. |
280 | 270 | |||||||||||||||
Director's Remuneration (C) (Note 3) |
Qisda Corp. and its subsidiaries (Note 9) |
3,251 | 3,923 | ||||||||||||||
| Qisda Corp. |
2,877 | 3,923 | |||||||||||||||
Pension upon Retirement (B) (Note 2) |
Qisda Corp. and its subsidiaries (Note 9) |
0 | 0 | ||||||||||||||
| Qisda Corp. |
0 | 0 | |||||||||||||||
| Compensation (A) (Note 1) |
Qisda Corp. and its subsidiaries (Note 9) |
26,990 | 11,961 | ||||||||||||||
| Qisda Corp. |
12,245 | 11,961 | |||||||||||||||
| Name | Kuen-Yao (K.Y.) Lee |
Chi-Hong (Peter) Chen |
AUO Corporation | Representative Shuang-Lang (Paul) Peng |
Representative James CP Chen |
BenQ Foundation | Representative Han-Chou (Joe) Huang |
Cheng-Ju (Allen) Fan |
Lo-Yu (Charles) Yen |
Jyuo-Min Shyu | Liang-Gee Chen | Chiu-Lien (Julie) Lin |
Shu-Chun (Mandy) Huang |
||||
| Title | Honorary Chairman |
Chairman | Director | Corporate Director Representative |
Corporate Director Representative |
Director | Corporate Director Representative |
Independent Director |
- 21 -
| Names of Director | Sum of the first 7 items (A+B+C+D+E+F+G) | Qisda Corp. and its Subsidiaries (Note 9) |
Shuang-Lang (Paul) Peng James CP Chen |
Cheng-Ju (Allen) Fan | BenQ Foundation Kuen-Yao (K.Y.) Lee Liang-Gee Chen Chiu-Lien (Julie) Lin Shu-Chun (Mandy) Huang |
AUO Corporation Lo-Yu (Charles) Yen Jyuo-Min Shyu |
Han-Chou (Joe) Huang | Chi-Hong (Peter) Chen | 13 Persons (including 2 Corporate Directors and 2 former Directors) |
Note 1: On May 29, 2023, the shareholders' general committee was re-elected. James CP Chen was elected as Representative of AUO Corporation. Liang-Gee Chen, Chiu-Lien Lin and Shu-Chun Huang were elected as the Independent Directors; Director Kuen-Yao (K.Y.) Lee and Independent Director Cheng-Ju (Allen) Fan stepped down. Note 2: Refers to compensation for Directors in 2023 (including salaries, job allowance, severance pay, bonuses, and performance fees). Note 3: Refers to pension either allocated or paid out per legal requirements in 2023. Note 4: Refers to Directors' remunerations in 2023. Note 5: Refers to Directors' business execution expenses in 2023 (including the difference between the salaries paid by the sub-subsidiaries and subsidies for those serving as representatives of Corporate Directors designated by the Qisda’ s subsidiaries, provisions of compensation, transport fees, special expenses, various subsidies, accommodations, or company vehicles and other physical items) Note 6: Profit refers to the profit for the year in the 2023 parent company only financial statements of Qisda Corp. Note 7: Refers to compensation for Directors who also served as President, Vice President, other managers or employees in 2023 including salaries, job remuneration, severance pay, bonuses, performance fees, transport fees, special expenses, various subsidies, accommodation, company vehicles, and other physical items, etc. Any salary expenses recognized under IFRS 2 Share- Based Payment, including employee stock option plan, employee restricted stock and cash capital increase by stock subscription shall also be included in compensation. Note 8: Refers to employee’s remuneration (including stock and cash) paid to Directors who also served as President, Vice President, other managers, or employees in 2023 according to the company’s board of directors’ meeting has approved the distributions of employees’ compensation amount on March 5, 2024. Note 9: Refers to compensation, remunerations (including remunerations for employees, Directors, and supervisors), business execution expenses, and other related payments received by Directors who served as Director, supervisor, or manager in investees other than Qisda Corp.’s subsidiaries in 2023. Note 10: All consolidated entities in the consolidated financial statements (including the company) 2. Remuneration of Supervisors: Since June 13, 2008, the Audit Committee has been responsible for the implementation of the Supervisors authority as required by the relevant laws and regulations. |
||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Qisda Corp. |
Shuang-Lang (Paul) Peng James CP Chen |
Kuen-Yao (K.Y.) Lee Cheng-Ju (Allen) Fan |
BenQ Foundation Liang-Gee Chen Chiu-Lien (Julie) Lin Shu-Chun (Mandy) Huang |
AUO Corporation Lo-Yu (Charles) Yen Jyuo-Min Shyu |
Han-Chou (Joe) Huang | Chi-Hong (Peter) Chen | 13 Persons (including 2 Corporate Directors and 2 former Directors) |
|||||||
| Sum of the first 4 items (A+B+C+D) | Qisda Corp. and its Subsidiaries (Note 9) |
Shuang-Lang (Paul) Peng James CP Chen |
Cheng-Ju (Allen) Fan | BenQ Foundation Kuen-Yao (K.Y.) Lee Liang-Gee Chen Chiu-Lien (Julie) Lin Shu-Chun (Mandy) Huang |
AUO Corporation Han-Chou (Joe) Huang Lo-Yu (Charles) Yen Jyuo-Min Shyu |
Chi-Hong (Peter) Chen | 13 Persons (including 2 Corporate Directors and 2 former Directors) |
|||||||
Qisda Corp. |
Shuang-Lang (Paul) Peng James CP Chen Han-Chou (Joe) Huang |
Kuen-Yao (K.Y.) Lee Cheng-Ju (Allen) Fan |
BenQ Foundation Liang-Gee Chen Chiu-Lien (Julie) Lin Shu-Chun (Mandy) Huang |
AUO Corporation Lo-Yu (Charles) Yen Jyuo-Min Shyu |
Chi-Hong (Peter) Chen | 13 Persons (including 2 Corporate Directors and 2 former Directors) |
||||||||
| Compensation range for each Director | Less than NT 1,000,000 | NT$1,000,000 (included)~2,000,000 (excluded) | NT$2,000,000 (included)~3,500,000 (excluded) | NT$3,500,000 (included)~5,000,000 (excluded) | NT$5,000,000 (included)~10,000,000 (excluded) | NT$10,000,000 (included)~15,000,000 (excluded) | NT$15,000,000 (included)~30,000,000 (excluded) | NT$30,000,000(included)~50,000,000 (excluded) | NT$50,000,000 (included)~100,000,000 (excluded) | More than NT$100,000,000 | Total |
- 22 -
| December 31, 2024 Unit: NT$ thousands | Compensation from investees other than Qisda Corp.’s subsidiaries or Parent Company (Note 7) |
Compensation from investees other than Qisda Corp.’s subsidiaries or Parent Company (Note 7) |
Compensation from investees other than Qisda Corp.’s subsidiaries or Parent Company (Note 7) |
2,539 | 2,539 | 2,539 | 2,539 | 2,539 | 2,539 | 2,539 | 2,539 | 2,539 | 2,539 | 2,539 | Table of compensation ranges | Name of President and Vice President |
Qisda Corp. and its Subsidiaries(Note 8) | Daven Wu, T.S. Wu, Danny Lin, Yuchin Lin, Spark Huang | Mark Hsiao, Michael CH Lee, Daniel Hsueh, Jasmin Hung, | Joe Huang | Peter Chen | 11 Persons | Note 1: Refers to compensation for president and vice president in 2023, including salaries, job allowance and severance pay. Note 2: Refers to pension either allocated or paid out per legal requirements in 2023. Note 3: Refers to compensation for president and vice president in 2023, including the difference between the salaries paid by Qisda and subsidies for those serving as representatives of Corporate Directors designated by Qisda, bonuses, performance fees, transport fees, special expenses, various subsidies, accommodation, company vehicles, and other physical items, etc. Any salary expenses recognized under IFRS 2 Share-Based Payment, including employee stock option plan, employee restricted stock and cash capital increase by stock subscription shall also be included in compensation. Note 4: Refers to remunerations for employee in 2023, according to the company’s board of directors’ meeting has approved the distributions of employees’ compensation amount on March 5, 2024. Note 5: Profit refers to the profit for the year in the 2023 parent company only financial statements of Qisda Corp. Note 6: Refers to compensation including compensation, remuneration (including remunerations for employees, Directors, and supervisors), business execution expenses, and other related payments received by president and vice president who served as Director, supervisor, or manager in investees other than Qisda Corp.’s subsidiaries in 2023. Note 7: All consolidated entities in the consolidated financial statements (including the company) |
||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Amount and ratio of Total Compensation (A+B+C+D) to Profit (Note 6) |
Qisda Corp. and its subsidiaries (Note 8) |
242,788 (8.16%) |
|||||||||||||||||||||||||||
Qisda Corp. |
242,788 (8.16%) |
||||||||||||||||||||||||||||
| Employee’s remuneration (D) (Note 5) |
Qisda Corp. and its subsidiaries (Note 8) |
Stock |
0 | ||||||||||||||||||||||||||
Cash |
49,270 | ||||||||||||||||||||||||||||
| Qisda Corp. | Stock | 0 | |||||||||||||||||||||||||||
| Cash | 49,270 | ||||||||||||||||||||||||||||
The Company |
Daven Wu, T.S. Wu, Danny Lin, Yuchin Lin, Spark Huang | Mark Hsiao, Michael CH Lee, Daniel Hsueh, Jasmin Hung, | Joe Huang | Peter Chen | 11 Persons | ||||||||||||||||||||||||
| Bonuses and special expenses etc (C)(Note 4) |
Qisda Corp. and its subsidiaries (Note 8) |
144,266 | |||||||||||||||||||||||||||
| Qisda Corp. | 144,266 | ||||||||||||||||||||||||||||
| Pension upon retirement (B) (Note 3) |
Qisda Corp. and its subsidiaries (Note 8) |
1,080 | |||||||||||||||||||||||||||
| Qisda Corp. | 1,080 | ||||||||||||||||||||||||||||
| Salary(A) (Note 2) |
Qisda Corp. and its subsidiaries (Note 8) |
48,171 | |||||||||||||||||||||||||||
| Qisda Corp. | 48,171 | ||||||||||||||||||||||||||||
| Name | Peter Chen | Joe Huang | Mark Hsiao | Daniel Hsueh | Michael CH Lee | Daven Wu | Jasmin Hung | T.S. Wu | Danny Lin | Yuchin Lin | Spark Huang | Compensation range for each President and Vice President |
Less than NT 1,000,000 | NT$1,000,000 (included)~2,000,000 (excluded) | NT$2,000,000 (included)~3,500,000 (excluded) | NT$3,500,000 (included)~5,000,000 (excluded) | NT$5,000,000 (included)~10,000,000 (excluded) | NT$10,000,000 (included)~15,000,000 (excluded) | NT$15,000,000 (included)~30,000,000 (excluded) | NT$30,000,000(included)~50,000,000 (excluded) | NT$50,000,000 (included)~100,000,000 (excluded) | More than NT$100,000,000 | Total | ||||||
| Title | Chief Executive Officer | President | Senior Vice President | Vice President | Vice President | Vice President | Vice President | Vice President | Vice President | Vice President | Vice President |
- 23 -
4. Names of managers provided with employee's remunerations and state of payments
Unit: NT$ 1,000
| Ratio of total amount | |||||
|---|---|---|---|---|---|
| Title | Name | Stock | Cash | to the net income | |
| Total | |||||
| (Note1) | (Note1) | (Note 2) | (Note2) | after taxes | |
| (%)(Note 3) | |||||
| Chief Executive Officer | Peter Chen | 0 | 55,090 | 55,090 | 1.85% |
| President | Joe Huang | ||||
| Senior Vice President | Mark Hsiao | ||||
| Vice President | Daniel Hsueh | ||||
| Vice President | Michael CH Lee | ||||
| Vice President | Yuchin Lin | ||||
| Vice President | Spark Huang | ||||
| Vice President | T.S. Wu | ||||
| Vice President | Jasmin Hung | ||||
| Vice President | Daven Wu | ||||
| Vice President | DannyLin | ||||
| Associate Vice President |
Eric Lee | ||||
| Associate Vice President |
Jack Wang | ||||
| Associate Vice President |
Nick Niek | ||||
| Associate Vice President |
Calvin Jeng | ||||
| Associate Vice President |
Tony Lin | ||||
| Associate Vice President |
Aaron Ho | ||||
| Associate Vice President |
Alex Wu |
Note 1: Current Company managers as of the end of 2023. Information on titles of managers is accurate as of the publication date of the Annual Report.
Note 2: Refers to remunerations for employees in 2023.
Note 3: Net income after taxes refers to the net income after taxes on the 2023 parent company only financial statements.
-
24 -
-
(IV) Compare and analyze the total compensation as a percentage of net income after taxes stated in the parent company only or individual financial statements, paid by the Company and by all companies listed in the consolidated financial statement in the most recent two years to the Company's Directors, supervisors, president and vice president. Describe the policies, standards, and packages for payment of compensation, the procedures for determining compensation, and its linkage to business performance and future risk exposure
-
The total compensation as a percentage of net income after taxes stated in the parent company only financial statement, paid by the Company and by all companies listed in the consolidated financial statement in the most recent two years to the Company's Directors, supervisors, President and Vice President are as the following:
| 1. The total compensation as a percentage of net income after taxes stated in the parent company only financial statement, paid by the Company and by all companies listed in the consolidated financial statement in the most recent two years to the Company's Directors, supervisors, President and Vice President are as the following: |
1. The total compensation as a percentage of net income after taxes stated in the parent company only financial statement, paid by the Company and by all companies listed in the consolidated financial statement in the most recent two years to the Company's Directors, supervisors, President and Vice President are as the following: |
1. The total compensation as a percentage of net income after taxes stated in the parent company only financial statement, paid by the Company and by all companies listed in the consolidated financial statement in the most recent two years to the Company's Directors, supervisors, President and Vice President are as the following: |
|---|---|---|
| NT$1,000 | ||
| Year | ||
2023 |
2022 | |
| Item | ||
| Net income after taxes on the Company's Parent Company Only Financial Statements |
2,975,733 |
8,251,930 |
| Ratio of compensation for Directors paid by the Company | 1.06% | 0.48% |
Ratio of compensation for Directors paid by all companies listed in the Consolidated Financial Statements |
1.61% |
0.69% |
| Ratio of compensation for Managers such as Vice President or above paid by the Company |
8.16% |
3.25% |
Ratio of compensation for Managers such as Vice President or above paid by all companies listed in the Consolidated Financial Statements |
8.16% |
3.26% |
-
Compensation policies, standards and combinations, procedures for determining compensation, and their relevance to business performance and future risks.
-
In order to regularly evaluate the remuneration of directors and managers, the evaluation results of the Company's "Measures for Performance Evaluation of the Board of Directors" and the "Measures for Performance Management" applicable to managers and employees are used as the basis respectively.
-
(1) The remuneration of the directors of the company is paid by the board of directors in accordance with the authorization of the company's articles of association, according to the director's participation in the company's operation and contribution value, and with reference to the "Remuneration Regulations for Directors and Functional Committee Members" stipulated by the domestic and foreign industry standards. If the company has a surplus, the board of directors may, in accordance with the provisions of Article 16 of the company's articles of association, decide on the remuneration of directors for the current year within 1% of the profit for the current year. The company regularly evaluates the remuneration of directors in accordance with the "Measures for the Performance Evaluation of the Board of Directors", and the relevant performance evaluation and the rationality of the remuneration have been reviewed and approved by the Remuneration Committee and the Board of Directors.
-
(2) The company's managers' remuneration, according to the relevant regulations on remuneration (salary) management, handles various work allowances and bonuses to show compassion and reward employees for their hard work at work. Relevant bonuses also depend on the company's annual operating performance, financial status, operation. In addition, if the company makes a profit in the current year, it will allocate more than 5~20% as employee compensation in accordance with the provisions of Article 16 of the company's articles of association. The performance evaluation results implemented by the company in accordance with the "Performance Management Regulations" are used as a reference for the issuance of managers' bonuses. The performance evaluation items for managers are divided into one. Financial indicators: 1. According to the company's management profit and loss report, each business group department has Distribution of profit contribution, and considering the achievement rate of managers’ goals; 2. Non-financial indicators: the practice of the company’s core values, operational management capabilities, and participation in sustainable operations. Review the remuneration system in a timely manner according to the actual operating conditions and relevant laws and regulations.
-
25 -
III. Implementation of Corporate Governance
Being committed to creating profits for our Shareholders and contributing to the society has always been the basic belief of Qisda. The Company supports and promotes the transparency of operation and the fairness of information transmission, which would allow the Shareholders, customers and stakeholders of the Company may have a unified channel to immediately obtain the business and financial related information of the Company.
The Board of Directors of the Company takes the interests of the Company and its all Shareholders as the top priority when conducting business assessment and major resolutions. The CPAs and Independent Directors also act as roles of supervision and take a cautious attitude to examine the business implementation by the Company and the Board.
Based on relevant regulations, the Company has set up positions of Independent Directors, the Audit Committee and Remuneration Committee to maintain a more robust decision-making and execution organization to continuously improve the Company's operational efficiency and implement corporate governance with practical actions.
(I) Operations of the Board of Directors
The Company had convened 7 Board of Directors meetings in 2023 with the following attendance:
| Number of | Number of | Actual | |||
|---|---|---|---|---|---|
| Title | Name | actual | proxies | attendance | Remark |
| attendance(B) | attendance | rate(%) (B/A) | |||
| Honorary Chairman | Kuen-Yao (K.Y.) Lee | 4 | 0 | 100% | Term expired, should attend four times |
| Chairman | Chi-Hong (Peter)Chen | 7 | 0 | 100% | Re-elected |
| Director | AUO Corporation Representative: Shuang- Lang (Paul)Peng |
7 | 0 | 100% | Re-elected |
| Director | AUO Corporation Representative: James CP Chen |
3 | 0 | 100% | Newly appointed, should attend three times |
| Director | BenQ Foundation Representative: Han- Chou(Joe)Huang |
7 | 0 | 100% | Re-elected |
| Independent Director | Cheng-Ju (Allen) Fan | 4 | 0 | 100% | Term expired, should attend four times |
| Independent Director | Lo-Yu(Charles)Yen | 7 | 0 | 100% | Re-elected |
| Independent Director | Jyuo-Min Shyu | 7 | 0 | 100% | Re-elected |
| Independent Director | Liang-Gee Chen | 3 | 0 | 100% | Newly elected, should attend three times |
| Independent Director | Chiu-Lien (Julie) Lin | 3 | 0 | 100% | Newly elected, should attend three times |
| Independent Director | Shu-Chun (Mandy) Huang | 3 | 0 | 100% | Newly elected, should attend three times |
Note:The board of directors of the company was completely re-elected at the shareholders' meeting on May 29, 2023. All directors attended the board meeting in person, with an average attendance rate of 100%, which is better than the company's internal self-assessment standard for board performance evaluation of 80%.
Other items that shall be recorded:
-
I. When one of the following situations occurred to the operations of the Board, state the date and term of the Board meeting, content of proposals, opinions of all Independent Directors and the Company's actions in response to the opinions of the Independent Directors:
-
26 -
-
(1) Matters included in Article 14-3 of the Securities and Exchange Act: regulations from Article 14-3 are not applicable since the Company has already established an Audit Committee. For explanations on matters stipulated in Article 14-5 of the Securities and Exchange Act, please see Operations of the Audit Committee (P.30).
-
(2) In addition to the aforementioned matters, any other resolutions from the Board of Directors where an Independent Director expressed a dissenting or qualified opinion that has been recorded or stated in writing: None.
-
II. When Directors abstain themselves for being a stakeholder in certain proposals, the name of the Directors, the content of the proposal, reasons for abstentions and the participation in voting should be stated:
| Date of | ||||
|---|---|---|---|---|
| f | Participation | |||
| Board | Name of Directors | Content o the | Reasons for Abstentions | |
in Voting |
||||
| Meeting | Proposal | |||
| Honorary Chairman Kuen-Yao (K.Y.) Lee, | Approval of the | To the nominated | Did not | |
| Chairman Chi-Hong (Peter) Chen, | nomination of | directors or the | participate | |
Director Shuang-Lang (Paul) Peng, |
director and | nominated legal | in discussion |
|
Representative of AUO Corporation, |
independent director | representative of the |
or voting | |
| Director Han-Chou (Joe) Huang, | candidates | director of the | ||
Representative of BenQ Foundation, |
corporation, in | |||
Independent Director Lo-Yu (Charles) Yen, |
accordance with Article |
|||
| Independent Director Jyuo-Min Shyu | 15 of the Company's | |||
Rules of Procedure for |
||||
| Board Meetings, to | ||||
recuse oneself from |
||||
| matters involving their | ||||
personal interests. |
||||
| Honorary Chairman Kuen-Yao (K.Y.) Lee, Chairman Chi-Hong (Peter) Chen, Director Shuang-Lang (Paul) Peng, Representative of AUO Corporation, Director Han-Chou (Joe) Huang, Representative of BenQ Foundation, Independent Director Lo-Yu (Charles) Yen, Independent Director Jyuo-Min Shyu |
Approved to lift non- competition restrictions on newly- elected directors and their representatives |
For the director whose non-compete restriction is lifted or the legal representative of the director whose non- compete restriction is lifted. |
Did not participate in discussion or voting |
|
| Honorary Chairman Kuen-Yao (K.Y.) Lee, Chairman Chi-Hong (Peter) Chen, Director Han-Chou (Joe) Huang, Representative of BenQFoundation |
Approved Donation to BenQ Foundation |
Concurrently serve as a director for BenQ Foundation |
Did not participate in discussion or voting |
|
| Mar. 6, | ||||
| Chairman Chi-Hong (Peter) Chen, Director Han-Chou (Joe) Huang, Representative of BenQ Foundation |
Approved the distribution of 2022 employees’ remuneration to senior managers and audit manager |
Concurrently serve as a manager of the Company |
Did not participate in discussion or voting |
|
| 2023 | ||||
| Chairman Chi-Hong (Peter) Chen, Director Han-Chou (Joe) Huang, Representative of BenQ Foundation |
Approval of the salary compensation indicators for senior managers for the fiscalyear 2023. |
Concurrently serve as a manager of the Company |
Did not participate in discussion or voting |
|
| Chairman Chi-Hong (Peter) Chen, Director Han-Chou (Joe) Huang, Representative of BenQ Foundation |
Approval of the bonus and salary adjustment policy for senior managers and audit supervisors for the fiscalyear 2023 |
Concurrently serve as a manager of the Company |
Did not participate in discussion or voting |
|
| Honorary Chairman Kuen-Yao (K.Y.) Lee, Chairman Chi-Hong (Peter) Chen |
Approval of the Increase in |
Appointment as director and shareholder of BenQ BM Holding Cayman Corporation |
Did not participate in discussion or voting |
|
| Director Shuang-Lang (Paul) Peng, Representative of AUO Corporation, Director Han-Chou (Joe) Huang, Representative of BenQ Foundation |
Investment in BenQ BM Holding Cayman Corporation |
The legal representative of the director is a shareholder of BenQ BM Holding Cayman Corporation |
Did not participate in discussion or voting |
- 27 -
| Date of | ||||
|---|---|---|---|---|
| f | Participation | |||
| Board | Name of Directors | Content o the | Reasons for Abstentions | |
in Voting |
||||
| Meeting | Proposal | |||
| Apr. 21, 2023 |
Chairman Chi-Hong (Peter) Chen | Approved the sale of ordinary shares of TOPVIEW OPTRONICS CORP. by the subsidiary. |
Serving as the legal representative of the subsidiary as a corporate director. |
Did not participate in discussion or voting |
| Director Han-Chou (Joe) Huang, Representative of BenQ Foundation |
Serving as the legal representative of TOPVIEW OPTRONICS CORP. as a corporate director. |
Did not participate in discussion or voting |
||
| May. 05, 2023 |
Chairman Chi-Hong (Peter) Chen |
Approved the proposal for making guarantee for Qisda Labuan. |
Concurrently serve as a director for Qisda Labuan. |
Did not participate in discussion or voting |
| May. 24, 2023 |
Chairman Chi-Hong (Peter) Chen | Approval for the subsidiary to sell ordinary shares of TOPVIEW OPTRONICS CORP. and resignation from the position of legal representative of TOPVIEW OPTRONICS CORP. as one of its three corporate directors. |
Serving as the legal representative of the subsidiary as a corporate director. |
Did not participate in discussion or voting |
Director Han-Chou (Joe) Huang, Representative of BenQ Foundation |
Serving as the legal representative of TOPVIEW OPTRONICS CORP. as a corporate director. |
Did not participate in discussion or voting |
||
| May. 29, 2023 |
Independent Director Lo-Yu (Charles) Yen, Independent Director Jyuo-Min Shyu Independent Director Liang-Gee Chen Independent Director Chiu-Lien (Julie) Lin Independent Director Shu-Chun Huang |
Approval for the appointment of members to the Compensation Committee. |
Directors as appointees are required to recuse themselves from discussions regarding matters in which they have personal interests, as per Article 206 of the Company Act and Article 15 of the Company's Rules of Procedure for Board Meetings. |
Did not participate in discussion or voting |
| Aug. 04, 2023 |
Chairman Chi-Hong (Peter) Chen |
Approved the sale of common shares held by the Company and its subsidiaries in K2 INTERNATIONAL MEDICAL INC. |
Serving as the legal representative of the subsidiary as a corporate director. |
Did not participate in discussion or voting |
| Nov. 09, 2023 |
Chairman Chi-Hong (Peter) Chen | Approved the proposal for making guarantee for Qisda Labuan. |
Concurrently serve as a director for Qisda Labuan. |
Did not participate in discussion or voting |
| Director Shuang-Lang (Paul) Peng, Representative of AUO Corporation |
Approved the acquisition of the right to use real estate for business purposes as an |
Appointed as a director and manager of AUO Corporation |
Did not participate in discussion or voting |
|
| Director James CP Chen, Representative of AUO Corporation |
Appointed as a manager of AUO Corporation |
Did not participate in discussion or voting |
||
| Director Han-Chou (Joe) Huang, Representative of BenQ Foundation |
asset. | Appointed as the legal representative director of AUO Corporation |
Did not participate in discussion or voting |
- 28 -
III. Implementation Status of Board Evaluations
The Board of Directors approved the “The Rules for Performance Assessment of the Board of Directors” on November 7, 2018, and approved the amendment on November 11, 2020, which stipulated the requirements of commencing performance appraisal to the Board and the Board members at least once per annual period. That at least one board of directors’ performance evaluation shall be conducted by an external professional independent institution or external expert and scholar team every three years.
-
(1) The Company had completed the performance appraisal to the Board, the Board members and two Functional Committees by the end of 2023 and reported at the Board meeting in March of 2024, the grade is above 99, that is “excellent”, which indicated the efficient and good operation by the Board.
-
(2) The Company has entrusted an independent evaluation institution, Taiwan Corporate Governance Association in 2021, to evaluate the performance of the board of directors of the Company. The evaluation was conducted with respect to eight main aspects: the composition, guidance, authorization, supervision, communication, self-discipline, internal control, and risk management of the board of directors. The evaluation method includes online self-evaluation, written review of relevant documents, and a field survey that was conducted in September, 2021. The subjects of the evaluation included the chairperson, three independent directors, the corporate governance officer and the Internal auditing officer. And Board meeting to report the evaluation results in November, 2021.
(3) Implementation status:
| Evaluation | Evaluation | Scope of | Evaluation | |
|---|---|---|---|---|
| Evaluation items | ||||
| cycle | period | evaluation |
method | |
| Annually | January 2023 to December 2023 |
Board and Board members |
Internal Self- Evaluation made by the Board and Board members |
1. Alignment of the goals and missions of the company 2. Participation in the operation of the company 3. Management of internal relationship and communication 4. Improvement of the quality of the board of directors' decision making 5. Composition and structure of the board of directors 6. Awareness of the duties of a director 7. Election, professionalism and continuing education of the directors 8. Internal control |
| Audit Committee |
Internal Self- Evaluation made by Audit Committee |
1. Participation in the operation of the company 2. Awareness of the duties of Audit Committee 3. Improvement of quality of decisions made by Audit Committee 4. Makeup of Audit Committee and election of its members 5. Internal control |
||
| Remuneration Committee |
Internal Self- Evaluation made by Remuneration Committee |
1. Participation in the operation of the company 2. Awareness of the duties of Remuneration Committee 3. Improvement of quality of decisions made by Remuneration Committee 4. Makeup of Remuneration Committee and election of its members |
||
| Every three years |
July 2020 to June 2021 |
Effectiveness of the Board of Directors |
The evaluation institution paper review and field survey |
The eight main aspects: the composition, guidance, authorization, supervision, communication, self-discipline, internal control, and risk management of the board of directors. |
-
29 -
-
(IV) Targets for strengthening the functions of the Board of Directors in the current and the most recent year (e.g., setting up an Audit Committee and enhancing information transparency) and evaluation of target implementation:
-
The Company had established positions of Independent Directors and the Audit Committees in 2008 to exercise the functions required by the Securities and Exchange Act, the Company Act and other legal regulations. In 2011, the Remuneration Committee was established to enhance corporate governance and improve the remuneration and compensation system for Directors and Managers of the company.
-
Based on Paragraph 8 of Article 26-3 of the Securities and Exchange Act, Qisda has promulgated the “Rules Governing the Procedures of Meetings of the Board of Directors” which stipulated requirements to contents of meetings of the Board, the operating procedures, the matters to be recorded in the proceedings, the announcements and any other matters. Meetings of Qisda Board shall be convened at least once per quarter. All members of the Board shall exercise the due care of a good administrator and bear fiduciary duty to manage exercise their powers with a high degree of self-discipline and prudence under the guidance of optimization of Shareholders’ interest.
(II) Operations of the Audit Committee
The Company had convened 6 (A) Audit Committee meetings in 2023 with the following attendance:
| Number of times | |||||
|---|---|---|---|---|---|
| Attendance in | Attendance rate | ||||
| Title | Name | Remark | |||
| Person(B) | attended by | (B/A) | |||
| proxy | |||||
| Independent Director (convenor) |
Lo-Yu (Charles) Yen | 6 | 0 | 100% | Re-elected and newly appointed as convenor on May 29,2023. |
| Independent Director |
Jyuo-Min Shyu | 6 | 0 | 100% | Re-elected |
| Independent Director |
Liang-Gee Chen | 2 | 0 | 100% | Newly elected, should attend twice |
| Independent Director |
Chiu-Lien (Julie) Lin | 2 | 0 | 100% | Newly elected, should attend twice |
| Independent Director |
Shu-Chun (Mandy) Huang | 2 | 0 | 100% | Newly elected, should attend twice |
| Independent Director |
Cheng-Ju (Allen) Fan | 4 | 0 | 100% | Term expired, should attend four times |
Note: Full re-election the board of directors on May 29, 2023.
Other items that shall be recorded:
-
(I) If any of the following matters occurs during the operation of the Audit Committee, the dates, terms, contents of the proposal of the Board meetings, the opinions of all Independent Directors and the responses by the Company shall be cleanly described:
-
Matters included in Article 14-5 of the Securities and Exchange Act: (Please see III. Corporate Governance Report – Material Resolutions from the Shareholders' Meeting and the Board of Directors on Page 70 to 72 of the Annual Report):
- All resolutions have been approved with the consent of one-half or more of all Audit Committee members before a resolution has been reached at the Board meeting. There were no resolutions which had not been approved with the concurrence of one-half or more of all Audit Committee members but were undertaken upon the consent of two-thirds or more of all directors.
-
Except the items in the preceding issues, other resolutions which had not been approved with the concurrence of one-half or more of all Audit Committee members but were undertaken upon the consent of two-thirds or more of all directors: None.
-
(II) For the implementation of Directors’ avoidance due to conflicts of interest of Directors, please clearly specify the names of Directors, the content of the proposals, the reasons of avoidance due to conflicts of interest and the participation in the voting and resolution: None.
-
30 -
-
(III) Communication between Independent Directors, the Internal Audit Director and CPAs (the major issues, methods and results of the Company's financial and business conditions shall be descripted in details):
-
The independent directors of the Company convene at least one meeting per quarter and also invite the CPAs, internal audit, legal, financial and accounting departments, etc. to provide reports to the independent directors or to discuss the latest financial statement audit findings, internal audit results, major litigation case reports, financial and business status information, etc. All independent directors and the internal audit officer maintain excellent communication result with the CPAs
-
Communication with Internal Audit Officer
-
(1) All internal audit reports are periodically submitted to the independent directors, and at least one periodic meeting and audit committee member seminar have been held each quarter since the establishment of the audit committee. The meeting minutes are recorded in the reports for the board of directors
-
(2) Communication also regularly takes place directly via e-mail and telephone depending upon the need
-
(3) Current audit reports are submitted periodically
-
(4) Post-session follow-up reports are provided periodically
-
(5) Updates of important audit regulations and other issues
-
Summary of Communication of Independent Directors and the Internal Audit Officer
| Recommendations | |||
|---|---|---|---|
| Date | Attendee | Communication Focus | |
| and Corrections | |||
| Mar. 06, 2023 |
Cheng-Ju (Allen) Fan, Independent Director Jyuo-Min Shyu, Independent Director Lo-Yu Yen, Independent Director Ming-Chih Chang, Audit Officer |
2022 internal control system declaration and self- evaluation execution result report. October-December 2022 audit operation focus report and post-session follow-up audit explanation. |
None |
| May. 05, 2023 |
Cheng-Ju (Allen) Fan, Independent Director Jyuo-Min Shyu, Independent Director Lo-Yu Yen, Independent Director Ming-Chih Chang, Audit Officer |
January-March 2023 audit operation focus report and post-session follow-up audit explanation. |
None |
| Aug. 04, 2023 |
Jyuo-Min Shyu, Independent Director Lo-Yu Yen, Independent Director Liang-Gee Chen, Independent Director Chiu-Lien (Julie) Lin, Independent Director Shu-Chun Huang, Independent Director Ming-Chih Chang,Audit Officer |
April-June 2023 audit operation focus report and post-session follow-up audit explanation. |
None |
| Nov. 09, 2023 |
Jyuo-Min Shyu, Independent Director Lo-Yu Yen, Independent Director Liang-Gee Chen, Independent Director Chiu-Lien (Julie) Lin, Independent Director Shu-Chun Huang, Independent Director Ming-Chih Chang, Audit Officer |
2024 internal audit plan proposal. July-September 2023 audit operation focus report and post-session follow-up audit explanation. |
None |
2. Communication with CPAs
After the second quarter and end of the fiscal year, the CPAs conduct reporting and exchange of opinions on the following issues with the independent directors.
(1) Responsibility and independence of the chief auditor
-
(2) Scope and method of the audit or review
-
(3) Quarterly financial report review or annual audit results
-
(4) Important financial ratio analysis
-
(5) Important accounting handling, important regulation updates and other issues
-
31 -
Summary of Communication Status of Independent Directors with CPAs
| Recommendations | |||
|---|---|---|---|
| Date | Attendee | Communication Focus | |
| and Corrections | |||
| Mar. 06, 2023 |
Cheng-Ju (Allen) Fan, Independent Director Jyuo-Min Shyu, Independent Director Lo-Yu Yen, Independent Director Hui-Chen Chang CPA |
2022 annual financial report audit result report Important regulation updates |
None |
| Aug. 04, 2023 |
Jyuo-Min Shyu, Independent Director Lo-Yu Yen, Independent Director Liang-Gee Chen, Independent Director Chiu-Lien (Julie) Lin, Independent Director Shu-Chun Huang, Independent Director Hui-Chen Chang CPA |
2023 second quarter financial report audit result report Important regulation updates |
None |
| Nov. 09, 2023 |
Jyuo-Min Shyu, Independent Director Lo-Yu Yen, Independent Director Liang-Gee Chen, Independent Director Chiu-Lien (Julie) Lin, Independent Director Shu-Chun Huang, Independent Director Ming-Chih Chang, Audit Officer |
2022 Audit Quality Indicators (AQIs) |
None |
-
(IV) Annual key functions and operations:
-
Annual key functions
-
(1) Periodically communicating the audit report results with the internal audit officer according to the annual audit plan.
-
(2) Periodically exchanging opinions on the financial statements or audit results with the CPAs of the Company.
-
(3) Reviewing financial reports.
-
(4) Evaluating the effectiveness of the internal control system.
-
(5) Reviewing the appointment, discharge, remuneration and services of the CPAs.
-
(6) Annually assess the independence of the certified public accountant and their declaration of independence, and report the evaluation results to the board of directors.
-
(7) Reviewing the regulations of assets, derivatives, funds, loans, and endorsements and guarantees, and the transactions of major assets, fund loans and endorsements and guarantees.
-
(8) Legal compliance.
-
(9) Control of existing or potential risks in the company. (In accordance with the company's Risk Management Policies and procedures)
-
-
2023 operations: Proposals of the Audit Committee meetings have all been reviewed or approved by members of the Audit Committee with no dissent from any of the Independent Directors.
-
32 -
(III) Corporate Governance – Implementation Status and Deviations from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and the Reasons
| Implementation status | Deviations | |||
|---|---|---|---|---|
| Yes | No | from | ||
| the Corporate | ||||
Governance |
||||
| Best-Practice | ||||
| Evaluation Item | Principles for |
|||
| Summary Description | ||||
TWSE/TPEx |
||||
Listed |
||||
| Companies | ||||
and the |
||||
| Reasons | ||||
| A. Does the Company establish and disclose the Corporate Governance Best-Practice Principles based on “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies”? |
V | With having the prior approval of the board of directors on May 5, 2015, relevant matters were revealed in Qisda’s website. Please refer to the Company's official website or the Market Observation Post System (MOPS) for the Corporate Governance Principles stipulated by the Company. |
No differences. | |
| B. Corporate Ownership Structure and shareholders' equity establish a. Does the Company establish the internal operating procedures to handle the shareholders’ proposals, inquiries, disputes and litigations issues as well as carry out through following procedures? b. Does the Company retain at all times a register of major shareholders who have controlling power, and of the persons with ultimate control over those major shareholders? c. Does the Company establish and implement the risk management and firewall mechanism between affiliated enterprises? d. Does the Company establish the internal guidelines prohibiting company insiders from trading securities using information not disclosedtothemarket? |
V V V V |
a. Qisda has established the channels including exclusive personnel, investor relations, corporate investor relations websites dedicated to handling the shareholders’ proposals or disputes issues. b. Qisda will report the changes in the shareholding according to directors, managerial personnel and major shareholders’ shareholdings more than ten percent (10%) of the shares of the Company, as well as regularly announce and file on the Market Observation Post System (MOPS) on a monthly base. c. Qisda’s affiliated enterprises have established the specialized Finance and Sales Departments, as well as the detached factories with data-independent preservation, off-site backup and clear management responsibility. The Company will further, together with its affiliated enterprises, properly conduct an overall risk assessment of major banks they deal with, customers and suppliers, as well as implement the integrated risk assessment to reduce credit risk. d. Qisda has established the “Operating Procedures for Handling Material Information and Preventing Insider Trading”, which covers the relevant regulations on prevention of insider trading. Please refer totheCompany's official website. |
No differences. |
|
| C. Organization and Responsibilities of the Board of Directors a. Does the Board of Directors formulate the diversified approaches and implement aimed at Board Member organization? b. Aside from establishing the Remuneration Committee and Audit Committee, does the Company also voluntarily establish other types of functional committees? |
V V |
a. For the formulation and implementation of the Company's policy on diversity of board members, please refer to the chapter on diversity and independence of the board of directors (P.17-P.18). b. On August 4, 2023, the company has established the Corporate Sustainability Committee and formulated the "Organization Regulations of the Corporate Sustainability Committee". The committee consists of 7 members, 5 of whom are independent directors. The chairman, Chi-Hong (Peter) Chen, was elected as the convener of the committee. The Corporate Sustainability Committee is the decision-making and supervisory unit for the company's sustainability- related efforts, covering three major aspects: Environmental(E),Social(S),and Corporate |
No differences. |
- 33 -
| Implementation status | Implementation status | Implementation status | Deviations | |||
|---|---|---|---|---|---|---|
| Yes | No | from the Corporate Governance Best-Practice Principles for TWSE/TPEx |
||||
| Evaluation Item | ||||||
| Summary Description | ||||||
Listed Companies and the Reasons |
||||||
| c. Does the Company establish the rules for the board performance evaluation and its assessment methods for annual performance evaluation on an annual basis, as well as report its result to the Board of Directors by applying that as a reference to remuneration of individual director and to nomination and continuous employment? d. Does the Company regularly evaluate and the independency of an attesting CPA? |
V V |
Governance (G). This enables the board of directors to fulfill its responsibilities in protecting the rights and interests of the company, employees, shareholders, and all stakeholders. The first meeting of the Corporate Sustainability Committee was convened on March 5, 2024, where the "2023 Sustainability Implementation Status" was reported to the members. please refer to the operations of the Corporate Sustainable Development Committee. (P.44) c. On November 7, 2018, the Board of Directors of the Company has passed the “Rules for Board Performance Evaluation”. Please see the chapter of Implementation of Corporate Governance. (P.29) According to the provisions in Article 16 specified in the Articles of Incorporation, the Company’s director compensation shall not exceed the 1% of annual profit. The directors’ compensation is prescribed based on the Company’s operating results and the “Remuneration Guidelines for Directors and Committee Members of Functional Committee” with reference to evaluation results of Board performance by the Remuneration Committee and Board of Directors. According to the results of performance evaluation, the remuneration of directors is determined and the nomination for renewal is considered. d. Qisda may, by a resolution adopted by the Audit Committee and Board of Directors, regularly hire the attesting CPA (including independence assessment) on an annual basis. The Company shall require the CPA to provide the independence statement and his / her brief biography document before meeting, ensure that the accounting firm (attesting CPAs and members of audit team) follows the request for independence. Independence assessment indicators of CPA: Evaluation Items Independency 1. No direct or indirect substantial financial interest between the CPA and the Company. YES 2. No borrowing/lending of fund between the CPA and the Company. YES 3. No potential employment relationship exists when the CPA audits the Company’s report. YES 4. The CPA, his/her spouse or family dependent(s) and audit team members have never held the position as director /supervisor, managerial officer, or any position materially critical to the audited case in the most recent 2 years, and will never hold said positions in the future auditperiod. YES |
||||
| Evaluation Items | Independency | |||||
| 1. No direct or indirect substantial financial interest between the CPA and the Company. |
YES | |||||
| 2. No borrowing/lending of fund between the CPA and the Company. |
YES | |||||
| 3. No potential employment relationship exists when the CPA audits the Company’s report. |
YES | |||||
| 4. The CPA, his/her spouse or family dependent(s) and audit team members have never held the position as director /supervisor, managerial officer, or any position materially critical to the audited case in the most recent 2 years, and will never hold said positions in the future auditperiod. |
YES |
- 34 -
| Implementation status | Implementation status | Deviations | ||||
|---|---|---|---|---|---|---|
| Yes | No | from the Corporate Governance Best-Practice Principles for TWSE/TPEx |
||||
| Evaluation Item | ||||||
| Summary Description | ||||||
Listed Companies and the Reasons |
||||||
| 5. Non-audit services provided by CPA to the Corporation have no direct impact on the major items of audit servicesprovided. YES 6. The CPA does not promote or sell shares or other securities issued bythe Corporation. YES 7. The CPA is not representing the Corporation in litigation of a third partyor other disputes. YES 8. The CPA and members of the audit team have no familial relationships with directors, managers, or people in positions that have major impact on Corporation audits at the Corporation. YES Upon verification, it has been confirmed that apart from the fees for financial reporting and tax cases, there are no other financial interests or business relationships between the accountant and our company. The accounting firm (including the certifying accountant and the audit team members) also does not violate the requirements for independence. Referencing AQI indicator information, it is confirmed that the auditor and the firm have auditing experience comparable to peers, with training hours exceeding the industry average. Additionally, innovative audit tools are utilized, and processes are digitized to enhance audit quality. In accordance with Article 29 of the Corporate Governance Practice Guidelines, our company regularly (at least once a year) assesses the independence and suitability of the certifying accountant using Audit Quality Indicators (AQIs). The results of the most recent annual assessment were discussed and approved by the Audit Committee on November 9, 2023, and subsequently reported and passed bythe board ofdirectors on the same day. |
5. Non-audit services provided by CPA to the Corporation have no direct impact on the major items of audit servicesprovided. |
YES | ||||
| 6. The CPA does not promote or sell shares or other securities issued bythe Corporation. |
YES | |||||
| 7. The CPA is not representing the Corporation in litigation of a third partyor other disputes. |
YES | |||||
| 8. The CPA and members of the audit team have no familial relationships with directors, managers, or people in positions that have major impact on Corporation audits at the Corporation. |
YES | |||||
| D. Does the TWSE/TPEx Listed Companies allocate the adaptation and appropriate number of corporate governance personnel as well as assign the corporate governance supervisors to be responsible for matters related to corporate governance (including but not limited to required information provided to directors and supervisors performing their duties, assistance provided to directors, legal compliance of supervisors, handling matters related to Board of Directors’ and shareholders' meeting in accordance with the laws, preparation of the minutes of Board of Directors’and |
V | Qisda may, after having a resolution adopted by the Board of Directors in 2019, hire Jasmin Hung to take part as a role of corporate governance personnel responsible for supervision and planning of corporate governance. Hung’s qualifications for the position meet the provisions regarding Corporate Governance Supervisors set out in Paragraph One of Article 3-1 of Corporate Governance Best-Practice Principles for TWSE/TPEx-Listed Companies. The official powers performed by the corporate governance supervisors include: Providing the information required by the directors and Audit Committee and the latest regulations regarding corporate operation, providing assistance in legal Compliance of the directors and Audit Committee, regularly reporting the operations of corporate governance to Corporate Governance Committee and Board of Directors, handling matters related to Board of Directors’and shareholders' meetingin |
No differences. |
- 35 -
| Implementation status | Deviations | |||
|---|---|---|---|---|
| Yes | No | from | ||
| the Corporate | ||||
Governance |
||||
| Best-Practice | ||||
| Evaluation Item | Principles for |
|||
| Summary Description | ||||
TWSE/TPEx |
||||
Listed |
||||
| Companies | ||||
and the |
||||
| Reasons | ||||
| shareholders' meeting, and more.)? | accordance with the laws, preparation of the minutes of Board of Directors’ and shareholders' meeting, providing assistance in assuming office to directors and Audit Committee members and continuing education. The operation in 2023 is updated as follows: 1. Assisted independent directors and general directors to perform job duties, provided necessary documents and arranged continuing education for the directors. 2. Provided periodic notices to members of the board of directors about the amendments and developments of the latest laws and regulations related to the field of corporate operations and corporate governance. 3. Examined the confidentiality level of relevant information and provided company information necessary for directors, maintained the smoothness of communication and exchange among directors and all business supervisors. 4. After board of directors’ meeting, responsible for verifying the announcements of significant information about important board resolutions in order to ensure the legality and accuracy of the significant information content and to ensure the propriety of the investor transaction information etc. 5. Every year, help all board members to complete at least 6 credits of continuing education courses. 6. Qisda has helped the directors and important employees apply for liability insurance and has reported to the Board of Directors after renewal of insurance, and Board meeting to report the situation in August, 2023. 7. The Company has convened seven board of directors’ meetings and six audit committee meetings in 2023. 8. One shareholders’ meeting have been held in 2023. 9. The internal performance evaluation of the board of directors and functional committees in 2023 has been carried out, and the evaluation results are excellent, and the report has been reported to the board of directors in March 2024. 10. The board of directors’ performance evaluation has been conducted, and the evaluation result was ranked as excellent. Regarding the 9th term of Corporate Governance Evaluation of the Company, the result was 6-20%, and since 2019, the Company has been included in the Taiwan Corporate Governance 100 Index. 11. Corporate governance training undertaken by corporate governance personnel in 2023, with a total of 33 hours: |
- 36 -
| Implementation status | Implementation status | Implementation status | Deviations | ||||
|---|---|---|---|---|---|---|---|
| Yes | No | from | |||||
| the Corporate | |||||||
Governance |
|||||||
| Best-Practice | |||||||
| Evaluation Item | Principles for |
||||||
| Summary Description | |||||||
TWSE/TPEx |
|||||||
Listed |
|||||||
| Companies | |||||||
and the |
|||||||
| Reasons | |||||||
| Date of | Length of | ||||||
| Organizer | Course Name | continuing | The |
||||
education |
curriculum | ||||||
| Taiwan | Establishment and Key | ||||||
| Investor | Points of Intellectual | 2023/06/01 | 3 | ||||
| Relations | Property Management | ||||||
| Institute | System for Enterprises |
||||||
| Accounting Research and |
Legal Responsibilities and li f " |
222 | 3 | ||||
| Development Foundation |
Case Anayss o Tax Crime" |
03/06/0 | |||||
| Accounting Research and |
Analysis of common deficiencies in "financial i" d |
202328 | 6 | ||||
| Development Foundation |
report revew an important internal control laws and regulations |
/6/ | |||||
| Corporate Governance and | |||||||
| Corporate | Securities Regulations- |
||||||
| Operating and | Executives of the listed |
2023/07/06 | 3 | ||||
Sustainable |
companies with the |
||||||
| Development | understanding of supervision |
||||||
fromgovernmental authority |
|||||||
| Accounting Research and |
Controlled Foreign i () |
2219 | 3 | ||||
| Development Foundation |
Corporaton CFC Tax Regulations and Practices |
03/07/ | |||||
| Taiwan Corporate |
The Board of Directors’ f li |
222 | 3 | ||||
Governance Association |
Perormance Evauaton Practice Sharing Seminar |
03/07/6 | |||||
| Accounting | How to analyze key corporate | ||||||
| Research and | financial information and | 2023/08/17 | 6 | ||||
| Development | strengthen crisis warning | ||||||
Foundation |
capabilities |
||||||
| Independent Director |
The group’s M&A strategy d -i |
22111 | 3 | ||||
| Association Taiwan |
an postnvestment management |
03//4 | |||||
| Independent |
|||||||
| Director | Tax governance in the new | 2023/12/01 | 3 | ||||
| Association | global tax environment |
||||||
| Taiwan | |||||||
| Note: Bythe | end of 2023. | ||||||
| E. Does the Company build the channels of communication with stakeholders (including but not limited to shareholders, employees, customers, suppliers and so on.) as well as designate a stakeholder area on its website in response to important issues on corporate social responsibility concerned by stakeholders in a proper manner and in good faith? |
V |
Qisda has built the stakeholder mailbox on its website that is used as the channels of communication in response to important issues on corporate social responsibility concerned by stakeholders in a proper manner and in good faith. We also regularly disclose the financial and business information of financial conditions and operations on the Market Observation Post System (MOPS) and on the website established by the Company. Moreover, we will timely release announcement of material news dedicated to events that result in significant impactonstakeholders. |
No differences. | ||||
| F. Does the Company engage a professional shareholder services agent to handle shareholders meetingmatters? |
V | Qisda has appointed Taishin Securities Stock Affairs Department that plays a role of its shareholder services agent to handle shareholders meeting matters. |
No differences. | ||||
| G. Information Disclosure a. Does the Company set up a website containing the information regarding financial or business operations as well as corporate governance? |
V | a. Financial information disclosure: The Company's Chinese and English websites have investor zones, which regularly update financial information and investor conference call materials for investors' reference. Disclosure of business information: Product Introduction and Technical R&D sections have been set up on the Company's website, providing productand businessinformationona |
No differences. |
- 37 -
| Implementation status | Deviations | |||
|---|---|---|---|---|
| Yes | No | from | ||
| the Corporate | ||||
Governance |
||||
| Best-Practice | ||||
| Evaluation Item | Principles for |
|||
| Summary Description | ||||
TWSE/TPEx |
||||
Listed |
||||
| Companies | ||||
and the |
||||
| Reasons | ||||
| b. Does the Company adopt other methods of information disclosure (such as set up the English website, appoint personnel responsible for gathering and disclosing the information, establish a spokesperson system, display the Company’s website during the investor conference briefing, and more.)? c. Does the Company publicly announce the annual financial reports within two months after the close of each fiscal year, as well as the financial reports in Q1, Q2 and Q3, plus the addition of monthly operating status prior to the designated deadlinesinadvance? |
V V |
timely basis. Disclosure of corporate governance information: The Company has a Corporate Governance section, which includes: information about the Board of Directors and functional committees, corporate governance related information, and the Company’s policies, regulations, and important documents. b. Appointed designated personnel to collect and disclose Company information: Information collection and disclosure from the Company is done by specific personnel, and the Company also announces the latest and accurate Company information to the public through press release or material information disclosure. Implementation of the spokesperson system: The Company has appointed CFO Jasmin Hung to serve as Spokesperson, and Director of Investment, Michael Wang, to serve as Deputy Spokesperson. Proceedings from the Investors' Conference call is uploaded to the Company website: The company regularly (at least once a quarter) or irregularly holds legal person briefings, and puts presentation materials and audio-visual files of the process on the investor relations section of the company's website to facilitate inquiries from all walks of life, and uploads public information observation stations in accordance with regulations. c. On March 5, 2024, Qisda has publicly announced the consolidated and Standalone financial reports in 2023; the financial reports in 2023 Q1, Q2 and Q3, in addition to the monthly operating status will be publicly announced on the Market Observation Post System (MOPS) prior to the designated deadlines and then upload them to the Company’swebsite. |
||
| H. Does the Company have other important information helping understand the operations of corporate governance as follows? a. Employee rights and caring for the employees b. Investor relations |
V V |
a. Promoting the ideal of building a happy and healthy workplace, Qisda plans the diverse employee benefits allowing all colleagues to experience the ideal workplace environment and wellbeing corporate culture. The Company creates various benefit plans, and the Welfare Committee consists of the Company’s colleagues. For more details on employee rights, please see Labor- Management Relations (P.92-P.95) of Business Overview in Chapter 5. b. Qisda’s specified personnel shall publicly announce with timely information on company financial conditions, businesses and event of changes regarding insider shareholdings on the Market Observation Post System (MOPS) in accordance with the provisions to achieve the information disclosure and transparency. |
No differences. |
- 38 -
| Implementation status | Deviations | |||
|---|---|---|---|---|
| Yes | No | from | ||
| the Corporate | ||||
Governance |
||||
| Best-Practice | ||||
| Evaluation Item | Principles for |
|||
| Summary Description | ||||
TWSE/TPEx |
||||
Listed |
||||
| Companies | ||||
and the |
||||
| Reasons | ||||
| c. Supplier relationship d. Stakeholder rights e. Progress of training of directors f. Risk management policy and execution of risk measurement standards g. Execution of customer policy h. Liability insurance purchased by the Company for directors and supervisors. |
V V V V V V |
Moreover, the information regarding investor contact person on the Company’s official website. c. Qisda has established the survey procedure for suppliers based on the future products in demand and purchase strategies, The purpose is to investigate the manufacturing and engineering abilities, quality management ability, HSF management ability, supplier's operation and competitiveness and ESG ability from potential suppliers of Qisda. d. The Corporate Sustainability Website provides different ways to negotiate with various stakeholders, and the results of the negotiations are disclosed in the annual ESG Report. In order to continue to improve sustainable governance and allow the Board of Directors to fully understand the voices of stakeholders, we should report to the Board of Directors at the beginning of each year on the status of communication with stakeholders on major issues, at least once a year or more, and the results of the negotiation on the 9 major issues in fiscal year 2023 were reported to the Board of Directors on March 5, 2024 e. The Company has undertaken the following training in 2023 pursuant to the “Directions for the Implementation of Continuing Education for Directors and Supervisors of TWSE Listed and TPEx Listed Companies” from TWSE. Please see the for corporate governance training undertaken by senior executives. (P.67-P.68). Qisda have arranged the directors to participate in courses held by Taiwan Investor Relations Institute dated June 2023 and Independent Director Association Taiwan dated December 2023 aimed at “Establishment and Key Points of Intellectual Property Management System for Enterprises” and “Tax governance in the new global tax environment” f. Qisda has established the Risk Management Committee to formulate the risk management policies and regularly evaluate the Company’s risk for risk mitigation. For more details on relevant information, please see Book Chapter Risk Management. (P.108). g. Qisda will get primary consideration for enhancing customer and business partner satisfaction that fulfills the promises of satisfaction on order fulfillment, cost, technology, quality, customer service, relevant regulations, overall evaluation to continuously ensure satisfying customers’ needs. In order to timely respond and satisfy customers’ various needs, the Company has established the Customer Service Division (CSD) to fully understand and listen to the Voice of Customer as well as help customers resolve problems. h. Qisda and its subsidiaries have purchased the liability insurance for directors and supervisors so that it can carefully executethe business |
- 39 -
| Implementation status | Deviations | |||
|---|---|---|---|---|
| Yes | No | from | ||
| the Corporate | ||||
Governance |
||||
| Best-Practice | ||||
| Evaluation Item | Principles for |
|||
| Summary Description | ||||
TWSE/TPEx |
||||
Listed |
||||
| Companies | ||||
and the |
||||
| Reasons | ||||
| I. Succession Plan and Operations of Members of the Board of Directors and Key Managerial Officers |
V | operations as starting point for investor rights without worries, and Board meeting to report the situation in August 2023. 1. In addition to having a professional background and professional skills, the directors of the company should also consider the company's future development, long-term strategic planning, and group transformation and layout, and should also have the diversified professional knowledge required by the company. At the same time, in order to enable members of the board of directors to improve their professionalism and continuously improve, consider the scope beyond the professional ability of each director, and formulate a training plan for at least six hours a year for each director; Regularly review the changes in laws and regulations, the distribution of directors and their compliance with conditions, and plan the succession plan and candidates for directors. 2. To continuously promote talent demand for sustainable growth and strategic development, Qisda has developed a training and development system for managers at all levels based on core competency. This system aims to cultivate the leadership and management abilities required by different levels of managers and implement progressive hierarchical management training courses and job rotations systematically. The company systematically learns the leadership and management abilities benchmark leaders should possess to prepare for future organizational growth challenges. Execution status: (1) The company offers leadership training courses annually. In 2023, a total of 25 sessions of leadership courses were offered, with 481 managers from the group participating. (2) The company encourages the enhancement of leadership and problem-solving abilities through job rotations, aiming to foster a more comprehensive perspective. As of the end of the fiscal year 2023, the job rotation rate for managerial staff reached 162%. (3) The company holds an annual consensus camp for senior executives - Campo Vivo, to build consensus on the strategic direction among senior executives of the group. Additionally, the company invites industry experts annually to discuss strategic trends with senior executives. In 2023, the event titled "Application-Driven and Regional Division of Labor: Business Transformation and Challenges in Taiwan's Technology Industry" was held, allowing senior executives to gain insights into future industrytrends and |
- 40 -
==> picture [455 x 191] intentionally omitted <==
----- Start of picture text -----
Implementation status Deviations
from
the Corporate
Governance
Best-Practice
Evaluation Item Yes No Summary Description Principles for TWSE/TPEx
Listed
Companies
and the
Reasons
undertake strategic planning in advance to
cope with future trends.
J. Please describe the improvement status according to the evaluation results of Corporate Governance Evaluation
publicly announced by Governance Center of Taiwan Stock Exchange Corporate (TWSE) in recent years. In addition,
the Company shall propose the matters and measures given priority to strengthen.
a. Corporate Governance: The company's corporate governance evaluation indicators have been 6~20% for 5
consecutive years, and it has been selected as the Best Employer in Asia Award and the "Taiwan Top 100 Sustainable
Enterprises Award" of the Sustainable Energy Research Foundation Model Enterprise Award", "Corporate
Sustainability Report: Electronic Information Manufacturing - Platinum Award".
----- End of picture text -----
-
b. Green products: Obtain energy star products in 2023, accounting for 58.07% of the company's annual revenue.
-
c. Green operation: with quantitative assessment, management, and carbon reduction as the driving blueprint, from the inventory of organizational greenhouse gas emissions (ISO14064-1), and the establishment of an energy management system (ISO50001) and corporate sustainable development (ESG) KPI management system tracking Target achievement and reduction performance of various energy-saving and carbon-reduction measures.
-
d. Energy management: The energy-saving projects implemented in Taoyuan plant, such as replacing old ice machines and introducing waste heat recovery, shows benefits as estimated to save 1.34 million kWh and reduced about 663 tons of CO2e; Suzhou plant started to optimize air conditioning, air pressure control (replacement of frequency conversion equipment) and other energy-saving projects, which is estimated to save 2.23 million kWh and reduced 1,270 tons of CO2e.
-
e. Invest in green energy: In 2021, the first-phase solar power generation systems of Taoyuan Twin-Star Factory and Suzhou Factory were completed successively. In 2023, the solar power generates about 5.2 million kWh/year, and reduced 2,923 tons of CO2e annually. In 2023, we have purchased 22,700 green electricity certificates in China, reducing carbon emissions by 12,939 tons of CO2e per year; purchased 2,000 green electricity certifications in Vietnam, reducing carbon emissions by 1,444 tons of CO2e per year. Also, started the second phase of solar power generation project of Suzhou factory, which 4,607 tons of CO2e is estimated to be reduced when the project is done.
-
f. Environmental management: Since 1997, the company has successively introduced ISO 14001 environmental management system certification into each factory and passed the verification of a third-party impartial unit. Establish a good operation control mechanism to meet the requirements of local government environmental laws and regulations, and continuously track and control various environmental performances, hoping to effectively reduce the impact of business activities on the environment, ensure environmental sustainability and meet the needs of stakeholders. There will be no violation of environmental regulations in 2023.
-
g. The utilization of funds is linked to the performance of sustainable indicators to demonstrate sustainable value: The company actively participates in the sustainable financial plan, and the sustainable linked loan is based on the interest rate benchmark of the company's sustainable performance published in the company's corporate sustainability report certified by a third party.
From 2021, Qisda has signed a NT$12 billion sustainability linked syndicated Loans project co-arranged by Taiwan Bank and First Bank, and in 2023 has signed a second NT$12 billion sustainability linked syndicated Loans coarranged by Taiwan Bank and First Bank.
-
Note: Please refer to the 2023 Annual Reports of the Company’s Subsidiaries BenQ Materials Corporation, BenQ Medical Technology Corporation, Partner Tech Corp., DFI Inc., DATA IMAGE CORPORATION, MetaAge Corporation, SIMULA TECHNOLOGY INC. and Alpha Networks Inc. to respectively see its corporate governance.
-
41 -
(IV) Composition, duties, and operations of the Company's Remuneration Committee:
- Information on the members of the Remuneration Committee
| Number of other public | ||||
|---|---|---|---|---|
| Criteria | Meet conditions | companies at which the |
||
Ke board ualifications exertise and |
||||
| Position | y q, p attributes |
of independence | person concurrently | |
| Name | (Note 1) |
serves as remuneration |
||
| committee member | ||||
| Independent Director (Convener) |
Jyuo-Min Shyu | Please refer to Professional qualifications and independence analysis of directors. (P.14-P17; P.18) |
Compliant | 1 |
| Independent Director |
Lo-Yu (Charles) Yen | Compliant | 1 | |
| Independent Director |
Liang-Gee Chen | Compliant | 2 | |
| Independent Director |
Chiu-Lien (Julie) Lin | Compliant | 1 | |
| Independent Director |
Shu-Chun (Mandy) Huang |
Compliant | 2 |
Note 1: Independence; including but not limited to the following: whether the member or their spouse or relative within the second degree of kinship serves or has served as a director, supervisor, or employee of the Company or any of its affiliates; the number and ratio of shares of the Company held by the member, their spouse, and their relatives with the second degree (or through their nominees); whether the member has served as a director, supervisor or employee of a “specified company” (see Article 6, paragraph 1, subparagraphs 5 to 8 of the Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Taiwan Stock Exchange or the Taipei Exchange); the amount(s) of any pay received by the remuneration committee member for any services such as business, legal, financial, or accounting services provided to the Company or any affiliate thereof within the past 2 years. Note 2: Full re-election the board of directors on May 29, 2023.
2. Responsibilities of the Remuneration Committee:
-
Establish a performance-based compensation system for the Company through an independent standpoint, fulfill functional authority given by the Board of Directors, and regularly submit proposals or recommendations on the compensation system to be discussed at Board meetings.
-
Operation of Remuneration Committee:
-
(1) The Company has a Remuneration Committee composed of five members.
-
(2) Term of the current Committee: From May 29, 2023 to May 28, 2026.
The Company had convened four (A) Remuneration Committee meetings in 2023 and up to the publication date of this annual report. with the following attendance:
| Attendance in Person | Attended by |
Attendance Rate (%) | Remark | ||
|---|---|---|---|---|---|
| Position | Name | ||||
| (B) | Proxy |
(B/A) | (Note 1) | ||
| Convener | Jyuo-Min Shyu | 4 | 0 | 100% | Re-elected and newly appointed as convenor |
| Committee Member |
Lo-Yu (Charles) Yen | 4 | 0 | 100% | Re-elected |
| Committee Member |
Liang-Gee Chen | 3 | 0 | 100% | New appointment, should attend three times |
| Committee Member |
Chiu-Lien (Julie) Lin | 3 | 0 | 100% | New appointment, should attend three times |
| Committee Member |
Shu-Chun (Mandy) Huang |
3 | 0 | 100% | New appointment, should attend three times |
| Convener | Cheng-Ju (Allen) Fan | 1 | 0 | 100% | Term expired, should attend one time |
Note 1: Full re-election the board of directors on May 29, 2023. On May 29, 2023, the Board of Directors of the Company appointed Jyuo-Min Shyu, Lo-Yu (Charles) Yen, LiangGee Chen, Chiu-Lien (Julie) Lin and Shu-Chun (Mandy) Huang as members of the Remuneration Committee, and the convener was Jyuo-Min Shyu.
- 42 -
(3) Discussion from the Remuneration Committee in 2023 and up to the publication date of this annual report, resolutions, and ways the Company handled opinions from committee members:
| The Company handled | ||||
|---|---|---|---|---|
| Meeting | ||||
| Period | Item | Resolutions | opinions from |
|
date |
||||
| committee members | ||||
| March 6 | First 2023 |
1. Proposal to adjust the "employee and director's remuneration ratio" proposal. 2. Proposal to Amend the "Remuneration Measures for Directors and Functional Committee Members". 3. Approved the 2022 distribution of employees and directors’ remuneration. 4. Approved the 2022 Employee compensation discussion case for senior managers and internal audit supervisors. 5. Proposed the 2023 salary compensation indicators for senior managers. 6. Proposed the 2023 Bonus and Salary Adjustment Policy Discussion for Senior Managers and Audit Supervisors. |
Convener of the Remuneration Committee consulted the opinion of all attending remuneration committee members. |
The proposal was approved without dissent and submitted for resolution at the Board meeting. |
| August 4 | Second 2023 |
Proposal to Amend the "Remuneration Measures for Directors and Functional Committee Members" |
Convener of the Remuneration Committee consulted the opinion of all attending remuneration committee members. |
The proposal was approved without dissent and submitted for resolution at the Board meeting. |
| November 9 |
Third 2023 |
1. Report on changes of senior managerial officers 2. Report of 2023 compensation adjustment and bonus to senior managerial officers, and 2022 distribution of employees’ remuneration execution status. |
No Discussion required. | No. |
| March 5 | First 2024 |
1. Approved the 2023 distribution of employees and directors’ remuneration. 2. Approved the 2023 Employee compensation discussion case for senior managers and internal audit supervisors. 3. Proposed the 2024 salary compensation indicators for senior managers. 4. Proposed the 2024 Bonus and Salary Adjustment Policy Discussion for Senior Managers and Audit Supervisors. |
Convener of the Remuneration Committee consulted the opinion of all attending remuneration committee members. |
The proposal was approved without dissent and submitted for resolution at the Board meeting. |
Other items that shall be recorded:
-
If the Board of Directors chooses not to adopt or revise recommendations proposed by the Remuneration Committee, the date of the Directors’ Meeting, session, contents of proposals, results of meeting resolutions, and the Company’s disposition of opinions provided by the Remuneration Committee shall be described in detail (also, where the salary and compensation approved by the Directors’ Meeting is better than that recommended by the Remuneration Committee, the differences and the reason for the approval shall be described in detail): None.
-
For the decisions made by the Remuneration Committee, if there are members who hold objection or reservation to a resolution and such objection or reservation is on record or raised through a written statement, the date, session, contents of proposals, all members’ opinions, and ways in handling these opinions should be elaborated: None
-
43 -
-
(V) Composition, duties, and operations of the Corporate Sustainable Development Committee
Qisda established the Corporate Sustainability Development Committee on August 4, 2023, and held meetings in the first quarter of each year; at the same time, the organizational rules of the company's Sustainability Development Committee was established for compliance.
- Information on the members of the Corporate Sustainability Development Committee
| Number of other public | ||||
|---|---|---|---|---|
companies at which the |
||||
| Criteria | ||||
| Position | Key board qualifications, expertise and |
Meet conditions | person concurrently | |
attributes |
of independence | serves as Corporate |
||
| Name | Sustainability Development |
|||
Committeemember |
||||
| Chairman (Convener) |
Chi-Hong (Peter) Chen | Please refer to Professional qualifications and independence analysis of directors. (P.14-P17; P.18) |
Compliant | 0 |
| Director | Han-Chou (Joe) Huang | 0 | ||
| Independent Director |
Jyuo-Min Shyu | Please refer to independence analysis of directors (Page 18) |
0 | |
| Independent Director |
Lo-Yu (Charles) Yen | 1 | ||
| Independent Director |
Liang-Gee Chen | 0 | ||
| Independent Director |
Chiu-Lien (Julie) Lin | 0 | ||
| Independent Director |
Shu-Chun (Mandy) Huang |
1 |
- Responsibilities of the Corporate Sustainability Development Committee:
This committee is the decision-making and supervision unit of the company's sustainable development-related work, covering the three major areas of environment (E), society (S) and corporate governance (G), so that the board of directors can fulfill its duties and responsibilities to protect the company, employees, shareholders and all parties.
-
Operation of Remuneration Committee:
-
(1) The committee consists of seven members (including five independent directors).
-
(2) Term of office of current members: From August 4, 2023, to May 28, 2026
-
(3) The professional qualifications of each member of the Corporate Sustainability Development Committee, please refer to pages 14 to 17. The Independent Director Jyuo-Min Shyu has long been committed to sustainable development management, which aligns with the expertise required by the committee.
-
(4) The first meeting of the Corporate Sustainability Committee was convened on March 5, 2024, where the "2023 Sustainability Implementation Status" was reported to the members.
-
44 -
(VI)Promotion of Sustainable Development-Implementation Status and Deviations from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons
| Implementation status | Implementation status | Implementation status | Dev~~i~~at~~i~~ons~~f~~rom |
|||
|---|---|---|---|---|---|---|
| Yes | No | the Sustainable | ||||
| Development Best | ||||||
| Item | Practice Principles |
|||||
| Summary Description | ||||||
| for TWSE/TPEx | ||||||
| Listed Companies | ||||||
and the Reasons |
||||||
| A. Has the Company established a governance framework for promoting sustainable development, and established an exclusively (or concurrently) dedicated unit to be in charge of promoting sustainable development? Has the board of directors authorized senior management to handle related matters under the supervision of the board? |
V | Since 2010, Qisda has formally established the “Corporate Sustainable Development Commission” that is in charge of presentation and implementation on corporate social responsibility policies, systems or relevant management approaches as well as concrete promotion programs. The Chairman and CEO (Peter) is selected to serves as the Chairperson of the committee, and senior executives of each department are selected to serves as the members of each aspect. The chief executive is responsible for coordinating and promoting the cross-department matters relating to corporate sustainable development, as well as integrating the related departments to draft and promote the goals and KPI aimed at five major aspects are as follows: eco-friendly products, green building operations, green supply chain, corporate social responsibility and financial performance. There will be quarterly presentation reports and examination of implementation performance regarding each aspect by turns. The information will be integrated to control the KPI progress through management platform that shall be regularly reported to the Board of Directors on an annual basis. On August 4, 2023, the "Corporate Sustainable Development Committee" was upgraded to a functional committee of the board of directors, consisting of five independent directors and two directors. It is responsible for reviewing issues related to corporate sustainable development, including the implementation and effectiveness tracking of annual sustainable development goals, and reporting to the board of directors. The 2023 implementation situation has been reported in March 2024. On November 1, 2023, A new "ESG Committee" has been established, with the Chairman of the Board serving as the chairperson and all first-level executives serving as members. It is responsible for promoting various sustainable business initiatives. Each quarter, committee members report to the chairperson to supervise the team in implementing sustainable development aspects according to the plan, as well as identifying relevant risks and opportunities, and continuously promotingsustainable transformation and development. |
No differences. | |||
| B. Does the company conduct risk assessments of environmental, social and corporate governance (ESG) issues related to the company's operations in accordance with the materiality principle, and formulate relevant risk management policies or strategies? |
V | This disclosure includes the performance of sustainable development at main operational sites between January to December of 2023 The boundary of risk assessments includes the headquarters of Qisda—Taiwan, and the main manufacturing sites—Suzhou (China) and Vietnam. In compliance with the materiality identification method of GRI Standards, Qisda distributes questionnaires to analyze the 3 dimensions (economy/governance, environment and society) concerning the stakeholders on an annual basis. Every year Qisda reviews the meaning and the scope of impact for the topics above, sets annual risk-management goals to monitor, and discloses the result. Based on the risk assessment, the risk management strategy is as follow: Material Topics Risk assessment Risk management Strategy Economy/ Governance R&D, innovation on green product 1. Review the carbon emissions of the products and the opportunity of reduction from the viewpoint of life cycle. 2. Implementing ISO 14006 and IEC 62430 management system. |
No differences | |||
| Material Topics |
Risk assessment |
Risk management Strategy | ||||
| Economy/ Governance |
R&D, innovation on green product |
1. Review the carbon emissions of the products and the opportunity of reduction from the viewpoint of life cycle. 2. Implementing ISO 14006 and IEC 62430 management system. |
- 45 -
| Implementation status | Implementation status | Implementation status | Dev~~i~~at~~i~~ons~~f~~rom |
||||
|---|---|---|---|---|---|---|---|
| Yes | No | the Sustainable | |||||
| Development Best | |||||||
| Item | Practice Principles |
||||||
| Summary Description | |||||||
| for TWSE/TPEx | |||||||
| Listed Companies | |||||||
and the Reasons |
|||||||
| 3. Applying 100 patents and more annually. |
|||||||
| Customer Relationship Management |
1. 100% fulfilling customers’ requirement and provide well service quality. 2. Making improvements on products and services quality through customer satisfaction survey. 3. Scored more than 93 points on customer satisfaction, expecting to score 93points on 2025. |
||||||
| Sustainable Supply Chain Management |
1. Requiring suppliers to follow local regulations, social standards and environmental protection plans. In the meantime, Qisda launches regular audit and investigation. Supplier and we commit to environment, society, to add more value to the product. 2. Regularly reviews the achievement and performance of environmental responsibilities by written inspection and on-site audit completion. 3. The completion rate of the supplier sustainability risk questionnaire (written audit) is 100% and the recovery rate is 97%. |
||||||
| Society | Hiring Talents | 1. Building well working environment and diverse career development to keep the talents. Providing well trained educating system in accordance with company strategy and business goal. 2. Providing well working environment and salary package. 3. Implying employee engagement survey (participation 86%, average engagement 4.62) |
|||||
| Occupational Safety, Health and Management |
1.Establish a good company operation/working environment to ensure that talents are protected physically and mentally, so that all colleagues can experience a high- quality working environment and a healthy and happy corporate culture. 2. The health examination participation rate in previous years has been about 95%, and is high as 97% in 2023. The first level of public health management- health screening has been truly implemented. 3. Cultivate employees' safety and health concepts and strengthen their awareness of occupational hazards. The average frequency of disability injuries (FR) in 2023 is 0.110; the severity rate of disability injuries (SR) is approximately 5.258; there are no occupational accident deaths and occupational diseases in the workplace. A case occurs. In factories in Taiwan, a total of 30.58 million non- occupational-accidents hours have been accumulated since 2011, and the number of non-occupational- accidents hours in 2023 will be about 2.71 million hours. No occupational accidents or fatalities occurred during the contractor's on-site work. |
||||||
| Employee education and training |
1. Building well education and training system, to provide diverse learning and developing environment to keep talents. 2. Building blue prints of four dimensions colleges, holding vocational learning courses and training according to the training demand each year. 3. Average employee training hours for IDL (36hr/year.) 4. 100% Completion rate of policy required courses. |
- 46 -
| Implementation status | Implementation status | Implementation status | Implementation status | Implementation status | Implementation status | Implementation status | Dev~~i~~at~~i~~ons~~f~~rom |
|||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Yes | No | the Sustainable | ||||||||||
| Development Best | ||||||||||||
| Item | Practice Principles |
|||||||||||
| Summary Description | ||||||||||||
| for TWSE/TPEx | ||||||||||||
| Listed Companies | ||||||||||||
and the Reasons |
||||||||||||
| Environment | Waste management |
1. Increase the portion of 3R in products and packaging through design, which further decrease the waste and increase the amount of cyclin. 2. Importing teaching courses of green products, turning waste into resources, and transferred the wasted plastics into biofuel. 3. Proportion of recyclable waste reaching92%. |
||||||||||
| Energy Management |
1. Improve energy efficiency and the usage of renewable energy. 2. Improve energy efficiency and performance by using high-efficient facilities. 3. Pouring ideas and methods of carbon reduction to employees and suppliers. 4. Continue on installing renewable power system, and purchasing renewable energy to achieve 100% of using renewable energy. 5. Joining the project of carbon offset and internal carbon pricing. 6. Using 30% of green energy by 2025. 7. Reduce 1% of electricityuse every year. |
|||||||||||
| Climate change mitigation and adaptation |
1. Using SBTi science-based reduction methods and submits SBTi goals. 2. Continue on importing TCFD to deepen the climate-related risk management. 3. Absolute reduction of greenhouse gases on scope 1+2 (reduce 42% compares with 2021 before 2030.) |
|||||||||||
| C. Environmental Issues a. Has the Company set an environmental management system designed to industry characteristics? b. Does the Company endeavor to use energy more efficiently and to use renewable materials with lowenvironmental impact? |
V V |
a. Since 1997, Qisda has obtained ISO 14001 environmental management system certification. Each manufacturing area in the world carries out internal audit and external audit regularly every year to ensure the operation of various environmental management standards. In addition, since 2012, Qisda has obtained ISO 50001 energy management system certification, and continues to pass the certification in 2023. We conduct annual greenhouse gas inventory in accordance with ISO 14064-1 specification to improve energy performance and further reduce greenhouse gas emissions, tracking emission reduction results, and publicly disclosed in the sustainability report on the company's website. The boundary of environmental management system includes the headquarters of Qisda—Taiwan, and the main manufacturing sites—Suzhou (China) and Vietnam. Expiration date of the certificates: |
No differences. No differences. |
|||||||||
| Twin- Star Factory, Taoyuan |
Photoelectric power plant, Suzhou, China |
Precision Factory, Suzhou, China |
Electric flux Factory, Suzhou, China |
Electronics Factory, Suzhou, China |
Vietnam’s Factory |
|||||||
| ISO 14001 |
~2025 12.26 |
~2025. 12.26 |
~2025. 12.24 |
~2026. 01.06 |
~2025. 12.25 |
~2024. 05.19 |
||||||
| ISO 50001 |
~2024. 05.28 |
- | - | ~2025. 10.09 |
- | ~2024. 12.27 |
||||||
| b. In order to reduce the impact of energy use on global warming, Qisda draws up a greenhouse gas emission reduction program. In the greenhouse gas emission reduction program, we use engineering improvement and administrative improvement to save energy, so as to achieve the goal of reducing greenhouse gas emissions. |
- 47 -
| Implementation status | Implementation status | Implementation status | Implementation status | Implementation status | Implementation status | Implementation status | Implementation status | Implementation status | Dev~~i~~at~~i~~ons~~f~~rom |
|||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Yes | No | the Sustainable Development Best Practice Principles for TWSE/TPEx |
||||||||||||
| Item | ||||||||||||||
| Summary Description | ||||||||||||||
| Listed Companies and the Reasons |
||||||||||||||
| 2021 (Base Year) |
2020 | 2021 | 2022 | 20 | 23 | Reduction % (Compared with base year) |
||||||||
| Total Greenhouse Gas Emissions (10,000 tonnes of CO2e) |
10.66 | 9.56 | 10.66 | 7.56 | 5 | .19 | -51% | |||||||
| Carbon Emissions per person per hour(kgCO2e) |
2.5 | 2.3 | 2.5 | 1.9 | 1 | .8 | -29% | |||||||
| Electricity consumption per MILLION DOLLARS of output value(KWH) |
27,532 | 2 | 9,338 | 27,532 | 29,436 | 38, | 957 | 41% | ||||||
| Greenhouse Gas Emissions per MILLION US dollars of output (Metric tons of CO2e) |
21.9 | 23.1 | 21.9 | 17.7 | 1 | 7.7 | -19% | |||||||
| Note: Greenhousegas emissions are calcul | ated based on m | arket standards. | ||||||||||||
| Reduction Category Primary Project Policy or behavioral change Installing microwave motion sensor lights Production energy efficiency Partial workstation gas supplyindependence Production energy efficiency Energy-saving of DQ9 air compressor Production energy efficiency Winter energy-saving transformation of DQ9 waterpump Policy or behavioral change Factory road light control Production energy efficiency Energy-saving of QTY plant equipment Production energy efficiency Energy-saving of QTY production control Production energy efficiency Energy-saving of S1, S4, DQ8 air compressors Using renewable energy Solar energy construction phase one in Suzhou factory Using renewable energy Phase I solar power generation project in Vietnam factory Total |
Primary Project | Estimated Investment (NTD 10,000) |
Estimated power saving annually (MWh) |
Estimated Carbon Emission Reduction (ton CO2e) |
||||||||||
| Installing microwave motion sensor lights |
1.4 | 4 |
2 |
|||||||||||
| Partial workstation gas supplyindependence |
9.0 | 360 |
209 |
|||||||||||
| Energy-saving of DQ9 air compressor |
360.0 | 650 |
378 |
|||||||||||
| Winter energy-saving transformation of DQ9 waterpump |
13.5 | 60 |
35 |
|||||||||||
| Factory road light control |
- | 55 |
40 |
|||||||||||
| Energy-saving of QTY plant equipment |
350 | 173 |
||||||||||||
| Energy-saving of QTY production control |
10 | 5 |
||||||||||||
| Energy-saving of S1, S4, DQ8 air compressors |
- | 1,100 |
639 |
|||||||||||
| Solar energy construction phase one in Suzhou factory |
- | 7,000 |
4,067 |
|||||||||||
| Phase I solar power generation project in Vietnam factory |
- | 3,000 |
2,166 |
|||||||||||
| 383.9 | 12,589 |
7,714 |
||||||||||||
| Qisda is committed to improving the utilization efficiency of various resources, actively implementing resource recycling and classification in source management, greatly reducing waste generation and increasing the amount of resource recycling, and the proportion of waste that can be recovered and reused reaches 90% in 2023. In terms of water resource management, there is no waste water in the manufacturing process, and only domestic sewage in each manufacturing plant, so there is no water and water pollution risk are very low. In addition, sewage recycling system is set up in each manufacturing plant around the world, and the domestic sewage recycled is mostly used for watering green plants in the plant. On the product side, the concept of green product is taken as the starting point from product development and design to manufacturing stage, and consideration is given to prolonging product life cycle, energy saving, easy recycling, low toxicity and reducing environmental hazards. For products that might use chemical substances during production process that might affect the environmental safety, we compile the “Hazardous Chemical Substance Control List” according to the requirements of international regulations and customers. With strict control in recognizing component materials and inspection on finished products, we ensure our products meet the requirements of international regulations and customers by a systematic management mechanism. We expect to reduce usage of hazardous chemical substances each year while avoiding harms done to human bodies and the environment by products when delivered, used and discarded. |
- 48 -
| Implementation status | Dev~~i~~at~~i~~ons~~f~~rom |
|||
|---|---|---|---|---|
| Yes | No | the Sustainable | ||
| Development Best | ||||
| Item | Practice Principles |
|||
Summary Description |
||||
| for TWSE/TPEx | ||||
| Listed Companies | ||||
and the Reasons |
||||
| c. Has the Company evaluated the potential risks and opportunities posed by climate change for its business now and in the future and adopted relevant measures to address them? d. Did the company collect data for the past two years on greenhouse gas emissions, volume of water consumption, and the total weight of waste, and establish policies for greenhouse gas reduction, reduction of water consumption, or management of other wastes? |
V V |
The raw material Qisda use met the RoHS Directive. Also, the Type III Environmental Declaration under EuP was launched in 2008. Qisda educated and assisted suppliers in the self- disclosure of direct materials, indirect materials, energy/resource use inventories, waste emissions, and energy consumption for transportation, and help the suppliers understand the calculation during the life cycle of the products and the potential impact on the ecosystem. c. Under the supervision of the board, Risk Management Commission of our company follows the frame of TCFD. By using the four TCFD core elements: Governance/ Strategy/ Risk Management/ Metrics and Targets to assess the climate-related risks and opportunities. By importing the climate-related scenarios RCP 2.6, RCP 4.5, RCP 8.5 of IPCC, we can evaluate the transformation risks, immediate and long-term practical risks. Also, by assessing the Short-, medium- and long-term climate-related risks and opportunities of operation, we can comply with plans immediately based on risk scenarios analysis. The company has disclosed the climate-related financial disclosure in detail. Please refer to the "Climate Strategy and Carbon Management" chapter of the ESG report on the official website. d. All the manufacturing sites of the company have passed the inventory and third-party verification of ISO 14064-1 scope 1,2 and 3 in Greenhouse gas emission inventory in 2023. The company's annual greenhouse gas emissions, water consumption and total waste weight data are as follows: 1. The last two years of greenhouse gas emissions: (scope 1, 2 to cover all the factory information, three contains onlystaff travel) Years scope 1 scope 2 scope 3 2021 2,289 104,383 76 2022 4,805 70,758 1,802 2023 3,501 48,405 1,756 In 2023, Scope 1 and Scope 2 greenhouse gas emissions totaled 51,906 tons, mainly from Scope 2 electricity emissions, accounting for 93.1% of the previous opening; followed by Scope 1, accounting for 6.9%. By building solar power system can increase the proportion of renewable energy usage. Moreover, Qisda replaces the power consuming facilities with new inverter, and using waste heat recovery to reduce the electricity on heating installation. Also, supplemented by administration management on power saving to achieve the goal on reducing greenhouse gases emission. 2. Water consumption Qisda focuses on energy conservation and environmental protection of water resources issues for years. In terms of water saving plan, we start from the full implementation of dailylife to save water. Year The total water consumption (Million Liters) 2021 517 2022 441 2023 417 The water pollution control equipment in the Taiwan Plant is operated and maintained by the professional personnel. We use biofilms to handle domestic sewage, whereas the produced sewage is discharged into the sewerage system built by the government. The sewage discharged by the Suzhou Plant is directly emitted into the municipal sewer system,and the sewage released bythe Vietnam Plant is |
No differences. No differences. |
- 49 -
| Implementation status | Implementation status | Implementation status | Implementation status | Implementation status | Implementation status | Dev~~i~~at~~i~~ons~~f~~rom |
|||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Yes | No | the Sustainable Development Best Practice Principles for TWSE/TPEx |
|||||||||
| Item | |||||||||||
| Summary Description | |||||||||||
| Listed Companies and the Reasons |
|||||||||||
| processed by the internal sewage treatment plant, and then released into the sewage treatment plant of the industrial park. Therefore, the generated sewage has not caused any direct impact on water bodies or the land. As for the inspection of sewage quality, the Taiwan Plant surpassed the standard established by the Gueishan Industrial Park. The Suzhou Plant meets the sewage discharge standard by the government, and the Vietnam Plant meets the discharge standard of the industrial park. The water discharged by all factories is regularly monitored and has not been reused by other organizations. 3. The total weight of waste: 2023 is 26,700 tons; In 2022 to 35,700 tons. |
|||||||||||
| Years | Hazardous waste (tons) |
Non- hazardous waste(tons) |
Total waste recycled/reused (tons) |
||||||||
| 2021 | 627 | 3,003 | 38,079 | ||||||||
| 2022 | 877 | 2,649 | 32,174 | ||||||||
| 2023 | 721 | 1,760 | 24,219 | ||||||||
| The company follows the regulation by setting person in charge of the waste on output, cleaning, and handling. With constant energy saving, waste reduction activities, and source management strategy, we manage waste at every phase of R&D design, manufacture and distribution. Also, during the process of operation and production, Qisda does not generate any hazardous waste in accordance with the Basel Convention’s definition. On processing the waste, we entrust qualified clearance company to incineration or reuse. Also, we uphold the value of responsible producer and deal with audit periodically to ensure the waste will be process properly. In order to increase the proportion of recyclable waste, Qisda has set up waste management procedures and recycling goals. We review our goals periodicallyso as to monitor the issue in longterm. |
|||||||||||
| D. Social Issues a. Has the company formulated relevant management policies and procedures in accordance with relevant laws and regulations and international human rights conventions? |
V |
a | . Qisda respects and supports internationally recognized human rights norms and principles, including SA 8000 in 2006, UN Universal Declaration of Human Rights, UN Global Compact, International Labor Organization Conventions, California Transparency Act, UK Modern Slavery Act. Qisda has established our own “Child and Young Labor Management Regulations”. Qisda declares the protection of the employees’ rights and the availability of multiple communication channels. We have established the “Communication Management Procedure” for the internal complaints of the employees. For any sexual harassment or improper treatment, the employees’ concern may report it to the HR unit directly in accordance with the “Whistleblowing and Complaint Handling Regulations.” The Company will keep the identity of the whistleblower confidential. The external stakeholder who has any doubt about this issue may file the complaint through the CSR mailbox on the official website of the Company. Our management policy and the concrete scheme of human rights,thispaper are as follows: |
No differences. |
|||||||
| Object | Management target |
Specific solution |
Results | ||||||||
| Internal employees |
Planning of employee benefits, let all colleagues experience |
Employee Salary and Pension |
In 2023, we remain the same standard entry- level wage for new entry-level personnel regardless ofgender. |
||||||||
| Employee Welfare | The temporaryworkers |
- 50 -
| Implementation status | Implementation status | Implementation status | Implementation status | Dev~~i~~at~~i~~ons~~f~~rom |
||||
|---|---|---|---|---|---|---|---|---|
| Yes | No | the Sustainable | ||||||
| Development Best | ||||||||
| Item | Practice Principles |
|||||||
| Summary Description | ||||||||
| for TWSE/TPEx | ||||||||
| Listed Companies | ||||||||
and the Reasons |
||||||||
| excellent enterprise culture environment, health and happiness in the workplace. |
enjoy the same welfare as the full-time employees except for the performance bonus, which is only provided to the latter. Only a few temporary workers are not included in the scope of the welfare due to their short period of work time (less than six months). Qisda follows the regulations and systems of social insurance all over the world to protect the basic rights of the employees. Group insurance for the family members is available for the employees to add to their own insurance. The Company also arranges the personnel of the insurance company to provide consultation services and assist with the application for claims |
|||||||
| Build a Smooth and Fair Labor/Management Communication Channel and Relationship |
Qisda selected 16 (0.27% of staff at its Suzhou manufacturing site) and 11 (0.7% of staff at its Taoyuan headquarter) and 9(0.9% of staff at its Vietnam manufacturing site) from the Suzhou (China) manufacturing site and Taiwan headquarter and Vietnam manufacturing site , respectively, according to the labor regulations and SA8000 regulation to 100% represent the employees in all business units, regularly convening Welfare Committee meetings and labor/management meetings to communicate with corporate management representatives for related matters regulated by SA8000 quarterly. |
|||||||
| Employee health management |
Six Aspects of Health Management Model: 1. Wellness Outpatient (Workplace Health Care) (1) On-site health service: Occupational safety survey, prevention and control of occupational accidents, and reduce the incidence of occupational accident. (2) Special health management: The employees engage in the tasks with special |
- 51 -
| Implementation status | Implementation status | Implementation status | Implementation status | Dev~~i~~at~~i~~ons~~f~~rom |
||||
|---|---|---|---|---|---|---|---|---|
| Yes | No | the Sustainable | ||||||
| Development Best | ||||||||
| Item | Practice Principles |
|||||||
| Summary Description | ||||||||
| for TWSE/TPEx | ||||||||
| Listed Companies | ||||||||
and the Reasons |
||||||||
| health hazards, including those involve ionizing radiation, organic solvent and noise are subject to special tracking and management. The Company takes the measures better than what the special labor inspection regulations of the government requirement by providing the personnel engaging in highlight tests with regular precise eye examination and special protection measures (goggles). So far, Qisda has not had any cases of occupational diseases caused by work-related reasons. 2. Workplace Breastfeeding Promotion Starting from 2007, Qisda promoted workplace breastfeeding for career moms to pump milk at ease when working. Maternal health protection was implemented in 2017. For female workers who are pregnant, within one year after giving birth or breastfeeding, necessary maternal health protection and care management was adopted. In 2023, a total of 17protected cases in focus on the relationship between the protected cases' health conditions and their work. Compassionate for the hard work of newborn families and to ease the burden of childcare, the company promotes childcare allowances for 0-6 years old in 2023, so that employees can work with peace of mind and establish a family-friendly workplace environment. 3. Disease Prevention and Care A global outbreak reporting system has been set up to understand the inventory of the resources and the health status of the employees in each subsidiaryinstantly. |
||||||||
- 52 -
| Implementation status | Implementation status | Implementation status | Dev~~i~~at~~i~~ons~~f~~rom |
|||||
|---|---|---|---|---|---|---|---|---|
| Yes | No | the Sustainable | ||||||
| Development Best | ||||||||
| Item | Practice Principles |
|||||||
| Summary Description | ||||||||
| for TWSE/TPEx | ||||||||
| Listed Companies | ||||||||
and the Reasons |
||||||||
| We also provide irregular e-letters about epidemic prevention and health to remind employees of the importance of health and epidemic prevention. 4. Emergency Wounded Patient Treatment An AED was set up in the public area on the 1F at Qisda’s headquarter in 2013, and a second one in the public area on 1F Twin-Star Plant's 1F in 2016. Seed trainers have been trained for the AED equipment. This training program has started since 2016. Four sessions of retraining were held for the first aid personnel and 69 participants finished the retraining successfully in 2023. In 2024, we expect to hold a seed trainers’ operation of 100 people. 5. Health Management Tracking Using electronic health management system for employees’ health check data and adopt National Cholesterol Educational Program (NCEP) for assessment of the opportunity and risk of ischemic heart disease happening in ten years to screen out those with high risks while finishing health education and tracking 70% of the subhealth group when ensuring their privacy is protected. 6. LOHAS Activities Qisda holds health promotion lectures and activities, such as cancer- prevention health screening and special health vaccination to better control the disease and treat the illness as earlyaspossible. |
||||||||
| External supplier |
Improve Supplier Corporate Social Responsibility |
Banned forced labor. Supplier contracts are under terms of the human rights, and to carry out the on-site audit. |
1. In 2006, Qisda started gradually expanding its request for suppliers to sign social responsibility and business ethics agreements, asking them to abide by the RBA Code of Conduct and social responsibility standard (SA8000). 2. By the end of 2023, the key first-tier supplier paper investigations and on-site audit |
- 53 -
| Implementation status | Implementation status | Implementation status | Dev~~i~~at~~i~~ons~~f~~rom |
|||||
|---|---|---|---|---|---|---|---|---|
| Yes | No | the Sustainable | ||||||
| Development Best | ||||||||
| Item | Practice Principles |
|||||||
| Summary Description | ||||||||
| for TWSE/TPEx | ||||||||
| Listed Companies | ||||||||
and the Reasons |
||||||||
| b. Has the Company established and implemented reasonable employee welfare measures (include salary/ compensation, leave, and other benefits), and are business performance or results appropriately reflected in employee salary/ compensation? |
V | investigation completion rate was 95%. All suppliers participating in the paper investigations and on-site audit did not use child labor or had forced labor. Other results met our requirements. Qisda launches SA8000 educational trainings each year, with the rate of employee receiving trainings reached nearly 90% in 2023. b. Qisda consistently applies its management philosophy based on respect for human dignity and care of employees. In order to fully support the mental and physical health of employees and their families and build life guarantees, we specifically provide the bonuses for Taiwan’s three main annual festivals, performance bonuses, operation bonus, paid vacation, group insurance, health inspections, dormitories and employees’ continuing education programs. Moreover, relevant regulations on remuneration, attendance requirements and wide-ranging benefits haven been established in the work rules so that our employees can concentrate their attention to put considerable effort into work. 1. Employee Salary and Pension To provide employees with a compensation policy that is competitive in the market, we adjust salary according to personal academic/career experiences, professional skills and employee performances to ensure their salary meets the market status and is fair. Each year, Qisda mainly refers to the salary survey reports from third-party independent compensation consulting company and corporate operational status while inspecting whether our goals are reached at year-end. For salary of high-level executives, we inspect whether related annual performance goals are reach at the Compensation Committee while regulating their annual compensation. 2. Employee Welfare The company has established an employee welfare committee to allocate welfare funds every year. In 2023, the number of participants in the event reach 10,000, and the average employee satisfaction with the activity throughout the year reach 4.7 points (out of 5). In addition, various high-quality benefits for colleagues are provided every year: Employee relative group insurance at one’s own expense, free health check, corporate product employee sales, Quarterly employee activity expense subsidies, Subsidies of wedding, funeral, injury and disease and other benefits. In terms of the vacation system, on the basis of a fixed two- day weekly vacation, employees who have been working for one year are given 7 days of special vacation per year (those who have not completed one year are given a proportional vacation). For colleagues who need a longer period of furlough due to recovery, major injuries, major accidents, etc., they can also apply for staying without pay, take into consideration their families' needs. 3. The diversity and equality of opportunity All male and female employees have equal pay for work and equal opportunities for promotion. In 2023, we maintain more than 24.2% of female executive positions in Taiwan, promoting sustainable and common prosperity economic growth. |
investigation completion rate was 95%. All suppliers participating in the paper investigations and on-site audit did not use child labor or had forced labor. Other results met our requirements. |
No differences |
- 54 -
| Implementation status | Implementation status | Implementation status | Implementation status | Implementation status | Implementation status | Dev~~i~~at~~i~~ons~~f~~rom |
||||
|---|---|---|---|---|---|---|---|---|---|---|
| Yes | No | the Sustainable Development Best Practice Principles for TWSE/TPEx |
||||||||
| Item | ||||||||||
| Summary Description | ||||||||||
| Listed Companies and the Reasons |
||||||||||
| c. Does the Company provide employees with a safe and healthy working environment, and implement regular safety and health education for employees? |
V |
c | Senior management byregion is as below: | , No differences |
||||||
| Category | Region | 2020 | 2021 | 2022 | 2023 | |||||
| Proportion of Senior Management |
Taiwan | 3.4% | 3.4% |
3.5% |
3.6% |
|||||
| Suzhou, China |
0.1% | 0.2% |
0.3% |
0.3% |
||||||
| Vietnam | NA | 0.8% |
0.4% |
0.2% |
||||||
| Proportion of localization of senior management |
Taiwan | 94.9% | 96.6% |
96.5% |
100% |
|||||
| Suzhou, China |
16.7% | 23.1% |
23.1% |
24.1% |
||||||
| Vietnam | - | 0.0% |
0.0% |
0.0% |
||||||
| Note 1:Definition of Senior Management:Those who hold the position of supervisor and are above the director level. Note 2:Calculation of Proportion of Senior Management: Total number of LOCAL management / Total number of LOCAL headcounts (LOCAL: Taiwan, China, and Vietnam.) Note 3:Calculation of Proportion of localization of senior management:Total number of LOCAL senior management/ Total number of senior management (LOCAL: Taiwan,China,and Vietnam.) |
||||||||||
| Base Salary Ratio and Compensation Ratio of Women to Men please refer to the 2023 ESG Report. To realize the equal wage for equal work to all gender and fair promotion opportunity, Qisda conducts performance and career development reviews semiannually. The sex ratio of indirect employees who completed performance audits of 2023 can be seen on our ESG Report 2023. 4. Business performance is reflected in employee compensation The committee convenes at least twice a year and will have temporary meetings according to needs. Related information of compensation of our high-level management team such as the board of directors meeting and managers are also appropriately disclosed in the annual report for all interest parties to fully understand the connection between the compensation of high-level executives and corporate operational performances. . Since 2007, the RBA (Responsible Business Alliance Code of Conduct) has been introduced into the company's management system. This management system covers labor, environmental protection, safety and health, and ethics, and safety and health. It also continues to obtain ISO 45001 certification every year. Make management more perfect. In addition, the company has set up sports venues and equipment in the factory area for employees to exercise, and arranges doctors to visit. For more information, please refer to the website of Safety and Health Management. (https://csr.qisda.com/ch/cpd.asp?ca=10&ia=32&pi=6) Follow the project and frequency stipulated by national laws and regulations of each manufacturing points. (1) Occupational safety and health education training; (2) Independent inspection of production equipment and operation (3) Monitoring of workplace environment; (4) Employee physical examination; (5) Fire system inspection (6) Emergency response drill, through the annual ISO 45001 external verification check, occupational safety and health units will regularlyor irregularlycheck spot,and to confirm |
- 55 -
| Implementation status | Implementation status | Implementation status | Implementation status | Dev~~i~~at~~i~~ons~~f~~rom |
||||
|---|---|---|---|---|---|---|---|---|
| Yes | No | the Sustainable | ||||||
| Development Best | ||||||||
| Item | Practice Principles |
|||||||
| Summary Description | ||||||||
| for TWSE/TPEx | ||||||||
| Listed Companies | ||||||||
and the Reasons |
||||||||
| d. Has the Company established effective career development training programs for employees? |
V | the implementation of each authority and responsibility units. In terms of construction safety management, contractors have set standard operating procedures and inspection record forms from entry application, hazard notification, construction application, hazardous operation application, and inspection before, during and after operation to reduce the risk of construction hazards in the factory. In terms of chemical management, the use of chemicals in the production process has always been the focus of occupational safety and health management, and it is necessary to effectively manage, if the leakage of chemical solvents, may cause a negative impact on the safety and health of employees and the environment of the factory. In 2023, three incidents of severe injuries lasting over one day were included in the calculation of the occupational injury rate and lost workdays. These incidents involved a total of three employees, accounting for a ratio of 0.05% of the total workforce. All injuries were related to physical hazards, with no reported incidents involving chemical, biological, or ergonomic hazards, and fortunately, there were no fatalities. Hazard Category Cause of OccurrencePercentage Improvement Measures Physical Injury Slipping 100% 1. Install anti-slip mats in the pantry and restrooms. 2. Place warning signs on stairs. 3. Install voice reminder devices on stairs. Additionally, in 2023, there were no incidents of chemical spills, oil leaks, fuel leaks, or fires at any of Qisda's global manufacturing sites. Note: ISO 450001 certificate validity period: 1. Taoyuan Twin-Star Factory: ~2025.11.30 2. Suzhou, China: Photoelectric power plant: ~2025.12.25 Precision Factory: ~2026.01.06 Electric flux Factory: ~2026.01.06 Electronics Factory: ~2025.12.25 Vietnam’s Factory: ~2024.5.13 d. Since 2018, in order to continue to promote the sustainable growth of the company and the needs of business talents under the development of the company's strategy, the company has started to build a potential elite talent development project, select potential talents through evaluation tools, confirm the development needs of each talent and provide a corresponding personal development plan. 1. Employee learning We take Qisda Academy as the basis of the training. It is comprised of four colleges, namely the college of Professional Competence, Learning and Growth, Innovation and Continuous Improvement, and Leadership and Management. Providing complete training plan for different learning needs. In the hope to provide more complete and in-time training resources and assistance in exerting employees’ capabilities for their jobs. Meanwhile, Qisda provides physical programs and an internal e-learning platform for the employees to participate in related online courses. We have promoted mobile learning since 2019. By developing the training APP, we provide our employees to learn new knowledge at spare time usingmobilephones. The overall online |
the implementation of each authority and responsibility units. In terms of construction safety management, contractors have set standard operating procedures and inspection record forms from entry application, hazard notification, construction application, hazardous operation application, and inspection before, during and after operation to reduce the risk of construction hazards in the factory. In terms of chemical management, the use of chemicals in the production process has always been the focus of occupational safety and health management, and it is necessary to effectively manage, if the leakage of chemical solvents, may cause a negative impact on the safety and health of employees and the environment of the factory. In 2023, three incidents of severe injuries lasting over one day were included in the calculation of the occupational injury rate and lost workdays. These incidents involved a total of three employees, accounting for a ratio of 0.05% of the total workforce. All injuries were related to physical hazards, with no reported incidents involving chemical, biological, or ergonomic hazards, and fortunately, there were no fatalities. |
No differences |
||||
| Hazard Category |
Cause of Occurrence |
Percentage | Improvement Measures | |||||
| Physical Injury |
Slipping | 100% | 1. Install anti-slip mats in the pantry and restrooms. 2. Place warning signs on stairs. 3. Install voice reminder devices on stairs. |
- 56 -
| Implementation status | Dev~~i~~at~~i~~ons~~f~~rom |
|||
|---|---|---|---|---|
| Yes | No | the Sustainable | ||
| Development Best | ||||
| Item | Practice Principles |
|||
Summary Description |
||||
| for TWSE/TPEx | ||||
| Listed Companies | ||||
and the Reasons |
||||
| e. Does the company comply with the relevant laws and international standards with regards to customer health and safety, customer privacy, and marketing and labeling of products and services, and implement consumer protection and grievance policies? |
V |
courses for the company have reached 77% by the end of 2023. 2. Diversified career development of employees: Job rotation across units and enhance multi-faceted practical experience learning. The four schools cover different training programs. For example, The “School of Professional Competence” design training blueprints by different specialties to improve relevant professional capabilities of employees. The “School of Learning and Growth” covers a complete set of training programs for new employees and internal instructors. It also provides the “inUniversity Program” in line with the industry–university collaboration projects of the government to offer the employees with more choices in the self-development, credit program, certificate program and professional program. “School of Innovation and Continuous Improvement” provides innovation and development energy, introduces business model creation, design thinking...etc. Which allow colleagues to empower their creativity and shape organizational innovation culture. 3. Development of potential elite talents (1) In response to future challenges, construct a blueprint for employee learning courses and develop employees’ professional capabilities. (2) Supervisor leadership development plan. (3) Comprehensive Career Development Plan. (4) Key Talent Development Program for Business Units. e. The health and safety for products, service marketing and content designators of Qisda can be divided into hazardous substances and product waste. The description is as follows: 1. Hazardous substance management: The “Hazardous Chemical Substance Control List” is established according to international regulations and customers’ requirements. The purpose is to ensure that the products can comply with the international regulations and meet the customers’ requirements through strict control toward an effective recognition of the components and final inspection. Since 2008, Qisda has passed IECQ QC 080000 Hazardous Substance Process Management System Certification. 2. Product waste and recycling: The RD engineers are required to consider the product recycling rate and degree of difficulty for breakdown. The internal platform of breakdown and evaluation study for WEEE is used to calculate the product recycling rate in Mid-term design so as to ensure that the standards of recycling rate have fulfilled the WEEE requirements. Moreover, the major consideration before entering in the next design stage is the need of WEEE recycling logo and marking location or not. In the aspect of customer privacy, when Qisda’s employees download the confidential document, the document background will show “Confidential” and the employee’s name via watermark to remind the sensitivity and confidentiality of document, provide customer privacy and corporate assets various layers of protection against information disclosure; based on the fundamental principles and common legal requirements of General Data Protection Regulation (GDPR), the Company has established the personal information protection and code of conduct regardingmanagement,which will be used as |
No differences |
- 57 -
| Implementation status | Implementation status | Implementation status | Dev~~i~~at~~i~~ons~~f~~rom |
|||
|---|---|---|---|---|---|---|
| Yes | No | the Sustainable | ||||
| Development Best | ||||||
| Item | Practice Principles |
|||||
Summary Description |
||||||
| for TWSE/TPEx | ||||||
| Listed Companies | ||||||
and the Reasons |
||||||
| f. Has the company formulated supplier management policies requiring suppliers to comply with relevant regulations on issues such as environmental protection, occupational safety and health, or labor rights, and what is the status of their implementation? |
V | the behavior framework complied by the corporate and all employees. Such engagement in corporate operations and business practices will not violate the code of conduct. In the aspect of customer rights and complaints, Qisda regularly conducts the customer satisfaction surveys to ensure the understanding and satisfaction for the individual’s needs. And, customers’ complaints and reports requiring the Company to improve or help can be handled through the questionnaire. Qisda also conducts a comprehensive customer service satisfaction survey in January and July of each year. The Customer Service Department will send out the notification letters to customers’ corresponding contact window and ask the customers to perform the scoring in Qisda Questionnaires Evaluation System. f. Qisda provides layers of inspection to evaluate the suppliers through hiring procedure for suppliers. The aspects of inspection include corporate basic information, product information, major customers and financial status, contracts related to purchasing liabilities and obligations with the Corporate as well as hazardous and harmless Substance control document. Moreover, we abide the “Qisda Supplier Social Responsibility and Procedures for Environmental Safety and Health Audit Management”. The purpose is to cover the topics (including environmental protection, occupational health and safety or labor and human rights) in an annual survey of key suppliers, as well as confirm the matching degree of topics and having obtained relevant certifications or not. Supplier Election Procedure When we evaluate a new supplier, we form a team of evaluation consisting of purchase, quality assurance, R&D, and component approval units to offer a questionnaire form for various abilities of the supplier, whereas the team will verify the final review results. Only those passing the procedure can become a qualified Qisda suppliers and start verification for its new product. Also, in 2015, Qisda revised its online system to meet the “Supplier Election Review Regulation Operational Procedure, adding indicators of environment, human right ethics, and labor rights to new supplier review items. Therefore, our new suppliers in 2023 were all selected with environmental and social items. Supplier audit After supplies become qualified Qisda suppliers, they still receive regular evaluations. The QISDC evaluation is divided into five aspects: Quality, Innovation/Technology, Speed/Response, Delivery and Cost Leadership. After each evaluation of supplier performance, the result will become an important reference of purchasing strategies; this means purchasing strategies will discuss with related departments, establishing a key component strategic supplier list and renewing that half ayear. |
No differences | |||
| Supplier Election Procedure |
When we evaluate a new supplier, we form a team of evaluation consisting of purchase, quality assurance, R&D, and component approval units to offer a questionnaire form for various abilities of the supplier, whereas the team will verify the final review results. Only those passing the procedure can become a qualified Qisda suppliers and start verification for its new product. Also, in 2015, Qisda revised its online system to meet the “Supplier Election Review Regulation Operational Procedure, adding indicators of environment, human right ethics, and labor rights to new supplier review items. Therefore, our new suppliers in 2023 were all selected with environmental and social items. |
|||||
| Supplier audit |
After supplies become qualified Qisda suppliers, they still receive regular evaluations. The QISDC evaluation is divided into five aspects: Quality, Innovation/Technology, Speed/Response, Delivery and Cost Leadership. After each evaluation of supplier performance, the result will become an important reference of purchasing strategies; this means purchasing strategies will discuss with related departments, establishing a key component strategic supplier list and renewing that half ayear. |
|||||
| E. Does the company refer to international reporting standards or guidelines when preparingits |
V | Since 2009, in order to ensure the quality of “Qisda Corporate Social Responsibility Report”, create the GRI standard ((G3, G3.1, G4, Standards) and matching degree of AA1000AS (Accountability 1000 Assurance Standard), the Company commissions an independent third-party assurance to verify the Report. Our reports starting from 2009 have based the verification of GRI G3 &G3.1 A+ &G4 Core & G4 &Standards |
No differences. |
- 58 -
| Implementation status | Implementation status | Implementation status | Dev~~i~~at~~i~~ons~~f~~rom |
|
|---|---|---|---|---|
| Yes | No | the Sustainable | ||
| Development Best | ||||
| Item | Practice Principles |
|||
| Summary Description | ||||
| for TWSE/TPEx | ||||
| Listed Companies | ||||
and the Reasons |
||||
| sustainability report and other reports disclosing non-financial information? Does the company obtain third party assurance or certification for the reports above? |
Comprehensive as well as AA 1000AS Standard. The Reports starting from 2009 were conducted by Bureau Veritas Certification (Taiwan) Co., Ltd. (BVC). (The 2022 Sustainability Report has been issued in June 2023. And, the 2023 Report is expected to be published in August, 2024.) |
|||
| F. If the Company has adopted its own sustainable development best practice principles based on the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies, please describe any deviation from the principles in the Company’s operations: Qisda has formally established the “Corporate Sustainable Development Commission” since 2010 that is responsible for promoting activities related to corporate sustainable development and social responsibility. Since 2007, Qisda has published the “Corporate Social Responsibility Report”. For more details on operations, please refer to pages 44 to 60. The company formulated the "Corporate Sustainability Development Best Practice Principles" in 2021, and overall operations are not significantly different from the "Corporate SustainabilityBest Practice Principles for TWSE/TPEx Listed Companies." |
No differences. | |||
| G. Other important information to facilitate better understanding of the company’s promotion of sustainable development: 1. Using 24" LCD Monitor (EW2430) to obtain the China’s CarbonLabel by complying with customer’s needs in 2011; the projectors (MP772ST) has obtained the dual certification of EPD and CarbonLabel from Taiwan Environmental Protection Agency. In 2013, Qisda obtained the certifications of integrated design ISO 14006 (Incorporating Ecodesign)and eco design IEC 62430(Environmentally Conscious Design for electrical and electronic products and systems)regarding the products such as displays, projectors, smart phones, scanners, multimedia players and lights. And the lighting products (Be-Light) also won the 3rd Green Classics Product Award. In 2015, the Company further received the first prize in Environmentally Friendly Group in the Corporate Sustainability Award from Global Views Monthly. 2. In addition to factory greening planting and greenery, plus the addition of having received the first prize in the National “2011 Plant Greening Contest” from Industrial Development Bureau, Ministry of Economic Affairs (MOEA), Qisda puts effort into green factory and clean production. In 2012, Qisda passed the clean production certification, obtained the first green factory certification in 2017, and then the continuing certification of green factory in 2019. 3. In 2011, Qisda received the Gold Prize in Corporate Branding for Ranking of Well-Being Marriage and Fertility Index Around Taiwan held by Ministry of the Interior, Executive Yuan. The Company outshone the other corporates participating in evaluation, earning the highest honors. This shows that Qisda’s performance on being continuously promoted to build a friendly and healthy workplace has earned recognition from national awards. The Company further has been included in the 2012 Best Companies to Work For Award from Taipei City Government, received the “Relaxed Work Award” from Department of Labor and Employment in 2016, and won the “Best Companies to Work for in Asia 2019 Awards” in 2019. 4. In 2011, Qisda obtained the “Bronze Medal Award in Manufacturing Industry for 2012 Taiwan Corporate Sustainability Report Awards” by using CSR Reports, and then “Top 50 Excellent Enterprise Awards in Manufacturing Industry for “2013 Taiwan CSR (Corporate Sustainability Reports) Awards”. The Company were also simultaneously given the “The Model of The Best Climate Leadership Awards” with excellent weather change strategies and carbon management. 5. In 2012 and 2013, Qisda has been included in the excellent entrepreneur for “Excellent Cases of CSR Reports” from Industrial Development Bureau, Ministry of Economic Affairs (MOEA). The invited content of reports will be presented in the excellent case introduction on the topic of “Implementation of Low Carbon and Effort of Green Growth” from Industrial Development Bureau. 6. In 2014, Qisda obtained the “Silver Award in Corporate Sustainability Reporting of Computer–Related Manufacturing for Large-Scale Enterprises” for “2014 Taiwan CSR (Corporate Sustainability Reports) Awards” by using the 2013 CSR Reports. In 2016, the Company also obtained the Gold Award in “Electronic and Information Manufacturing” of Top 50 Taiwan Corporate Sustainability Report for “2016 Taiwan Corporate Sustainability Awards (TCSA)” as well as “Climate Leadership Awards”. In 2017, Qisda has obtained the “Gold Award in Taiwan CSR (Corporate Sustainability Reports) Awards” and “Corporate Comprehensive Performance Awards - Taiwan Top 50” of “2017 Taiwan Corporate Sustainability Awards (TCSA)”. In 2018, Qisda obtained the “Gold Award in Taiwan CSR (Corporate Sustainability Reports) Awards” and “Corporate Comprehensive Performance Awards”. In 2019, Qisda further received the Platinum Award in “Electronic and |
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Implementation status Dev i at i ons f rom
the Sustainable
Development Best
Item Practice Principles
Yes No Summary Description for TWSE/TPEx
Listed Companies
and the Reasons
Information Manufacturing” of Corporate Sustainability Report Category for “2019 Taiwan Corporate
Sustainability Awards (TCSA)” and “Corporate Comprehensive Performance Awards” with the most excellent
grades in recent years. Both the quality of reports and transparency have earned further recognition.
7. Qisda’s performance on corporate social responsibility ranked twelfth in the 2015 Asia Sustainable
Development Index, and then ranked fifth in 2016. In 2016, the Company was also simultaneously given the
“The Model of Electronic Technology Group for Corporate Social Responsibility Awards” from Global Views
Monthly.
8. Qisda was selected as a member of the Hong Kong and South East Asia Climate Disclosure Leadership
Index, HK-SE CDLI for 2015 Carbon Disclosure Project (CDP). Similarly, Qisda has received an “A-“ rating at
leadership level for a second straight year since 2016.
9. In 2017, Qisda obtained the “Annual Best Business Continuity Management (BCM) Awards” from
StrategicRISK. In 2018, the Company was named as a member of the Top 100 Global Technology Leaders by
Thomson Reuters.
10. In 2018, Qisda was named a member of Taiwan 30 Benchmarking Enterprises for “CSRone Sustainability
Reporting Platform”. At the same time, the Company was named as a constituent of the “Taiwan
Sustainability Index (TWSI)”.
11. In 2018, Qisda was significantly introduced by the “Sustainable Industrial Development Quarterly” from
Industrial Development Bureau, Ministry of Economic Affairs (MOEA) by using its “Integrated Design
Management System”, in which the invited content will be presented in the category of “Sustainable
Innovation” for “Corporate Sustainable Development Story Collection”.
12. In 2019, Qisda passed the first safety certification of Human-Robot Collaboration (HRC) around Taiwan.
13. Qisda Chairman Peter Chen has received an annual award for “EY Entrepreneur Of The Year 2019” and
Excellent Business Model Entrepreneur Of The Year.
14.2020 awards and recognition: Consecutive Green Factory Certification; Best Companies to Work for in Asia;
Comprehensive Performance Award Top 10 Sustainability Model; Corporate Sustainability Outstanding
Performance Innovative Growth Award; Corporate Sustainability Outstanding Performance Communication
Award; Corporate Sustainability Report Platinum Award
15.2021 awards and recognition: Corporate Sustainability Report-Golden Award; Taiwan Sustainable Enterprise
Certificate of Merit; Social Inclusion Leadership Award; Taiwan Sustainable Action Award-Silver Award; Best
Companies to Work for in Asia; Global Best Employer
16. In 2022, we received the Corporate Sustainability Report Golden Award, TCSA’s Taiwan Top-100 Best
Sustainability Enterprise Award, “Taiwan Sustainability Action Awards: Sustainable environment – Golden
Award,”” Social Inclusion Leaders’ Awards – Golden Award,” ” Employment and Economic Growth – Bronze
Award.” Also, receiving “Best Companies to Work for in Asia” and “World’s Best Employers”.
17. In 2022, Qisda BenQ Group joined RE 100. In 2023, Qisda BenQ Group joined RE 100. The target was audited and
approved by SBTi. Qisda Smart Factory—Dual Star Building was awarded the "Silver" Green Building Label.
18. In 2023, The S&P Global Sustainability Yearbook and rated as a top 5% company.
19. In 2023, Won “Best Companies to Work For in Asia”. Won “Master Entrepreneur Award “at the Asia Pacific
Enterprise Awards (APEA). Won “Top 100 Sustainability Model Award”,” Corporate Sustainability Report Awards
–Platinum Award” ,” Global Corporate Sustainability Report Award – Bronze Award” running by Taiwan
Institute for Sustainability Foundation (TAISE). Won Gold Award of “Taiwan Sustainability Action Awards -
“SDG17- Social Inclusion”, Silver Award of “Taiwan Sustainability Action Awards - “SDG12- Environmental
Sustainability”, Bronze Award of “Taiwan Sustainability Action Awards - “SDG9-Economic Development”, and
Bronze Award of “Taiwan Sustainability Action Awards - “SDG7- Environmental Sustainability”. Won ” Top 100
Excellence in Corporate Social Responsibility”
Please visit Qisda.com for detailed information on our corporate sustainability initiatives and annual
sustainability reports.
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Note: Please refer to the 2023 Annual Reports of the Company’s Subsidiaries BenQ Materials Corporation, BenQ Medical Technology Corporation, Partner Tech Corp., DFI Inc., DATA IMAGE CORPORATION, MetaAge Corporation, SIMULA TECHNOLOGY INC. and Alpha Networks Inc. to respectively see its Implementation status of the promotion of sustainable development.
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(VI-1) Climate-Related Information of TWSE/TPEx Listed Company
Implementation of Climate-Related Information
| Item | Implementation status |
|---|---|
| A. Describe the board of directors' and management's oversight and governance of climate-related risks and opportunities. |
In order to implement corporate sustainability and climate change governance, Qisda has established a Corporate Sustainability Committee under the Board of Directors to formulate the vision, strategies and goals of corporate sustainable development. This functional committee consists of 2 directors and 5 independent directors and holds regular meetings every year. In addition, in conjunction with the establishment of the Corporate Sustainability Committee, the scope of the established ESG committee has been expanded simultaneously. The senior managers of relevant departments are members of the ESG committee, and sustainability goals for short term and medium term are set bythe chairman andpresident. |
| B. Describe how the identified climate risks and opportunities affect the business, strategy, and finances of the business (short, medium, and long term) |
Qisda has identified climate-related transformation risks, physical risks and opportunities. Through the creation of a climate risk matrix, we have completed the management of climate risks and the establishment of countermeasures. The main items affect our business are domestic and foreign regulations and laws (medium- and long-term) and changes in customer behavior (medium-term) in terms of transformation risks, and opportunities in energy- saving products (medium- and long-term) With respect to risk, in view of new carbon reduction policies or regulations and customers' carbon reduction goals, the inventories and third-party verifications of the entire plant's carbon emissions have been conducted, and a Carbon Management Platform has been adopted for product carbon footprints. In addition, the benefits of launching green product research and development under the transformation plan will also be considered, which will have a positive and long-term financial influence. |
| C. Describe the financial impact of extreme weather events and transformative actions. |
For extreme climate events, Qisda has conducted comprehensive analysis of professional climate disasters. In response to floods, disaster precautions and the business continuity plan (BCP) have been established. Furthermore, the risks have been transferred with insurance to avoid the financial impact of heavy rains on the company. The costs related to the investment in transformation actions are the replacement of high energy-consumption equipment, the cost of research and development of energy-saving products, the purchase of green power and the installation of solar energy, etc. Although the costs and expenses are increased,it alsoproducespositive benefits of transformation. |
| D. Describe how climate risk identification, assessment, and management processes are integrated into the overall risk management system |
Qisda has introduced the corporate risk management structure since 2005. We have also established the Risk Management Committee and conducted annual risk identification and assessment every year. In addition, preventive and mitigation measures against high-risk items are also taken to follow up on them on a quarterly basis. From 2016, the climate change related risks have been listed on the annual risk radar chart. In 2023, we also implemented assessments according to the severity and possibility of the risk, and followed up on two major risks: production interruption in factories and adjustment to updates on energy consumption regulations, making these the basis for establishing responsive strategies, such as the business continuity plan (BCP). |
| E. If scenario analysis is used to assess resilience to climate change risks, the scenarios, parameters, assumptions, analysis factors and major financial impacts used should be described. |
Qisda’ s 2° C scenario is a simulation of the RCP 2.6, 4.5 and 8.5 climate scenarios of the UN Intergovernmental Panel on Climate Change (IPCC). Further, we not only conduct assessments on transformation risks along with immediate and long-term physical risks, but also implement the NDCs’ simulation scenarios with respect to transformation risks. |
| F. If there is a transition plan for managing climate-related risks, describe the content of the plan, and the indicators and targets used to identify and manage physical risks and transition risks. |
Qisda has set up short, medium and long-term goals and carbon reduction strategies for reducing greenhouse gas emissions and climate risks. By implementing energy-saving solutions, renewable energy plan, High- efficiency green buildings and product carbon footprint management platforms, etc., it is expected that the renewable energy ratio will be 60% in 2030, the renewable energy ratio will meet the RE100 requirements in 2040 and the net zerogoal will be achieved in 2050. |
| G. If internal carbon pricing is used as a planning tool, the basis for setting the price should be stated. |
The company has not yet established. |
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Item Implementation status
H. If climate-related targets Qisda has already joined the RE100 initiative and aims to achieve 100%
have been set, the activities
renewable energy usage by 2040, with a further target of achieving net zero
covered, the scope of
emissions by 2050. For detailed information, please refer to the sustainability
greenhouse gas emissions,
the planning horizon, and the report.
progress achieved each year Climate-related 2023 Progress
should be specified. If carbon Targets 2023 2024 2025 2030 Achieved
credits or renewable energy
certificates (RECs) are used Target1�
to achieve relevant targets, the source and quantity of Based on Qisda’s individual GHG in emissions GHG emissions GHG emissions GHG emissions GHG GHG emissions reduced 51.3%�
carbon credits or RECs to be 2021, Scope1 + reduced reduced reduced reduced Contains 24,700
offset should be specified. Scope2� 10% 20% 30% 60% RECs.
106,672 tons CO2e
Target2 Renewable energy
(self-generated
Based on Qisda’s solar energy + green
individual boundaries, the 20% 30% 40% 60% electricity certificates)
proportion of accounts for 26%
renewable energy Contains 24,700
used RECs.
I. Greenhouse gas inventory and assurance status and reduction targets, strategy, and concrete action plan
a. Greenhouse Gas Inventory and Assurance Status for the Most Recent 2 Fiscal Years
1. Greenhouse Gas Inventory Information
Describe the emission volume (metric tons CO2e), intensity (metric tons CO2e/NT$ million), and data
coverage of greenhouse gases in the most recent 2 fiscal years
For the year 2022, Qisda Scope 1 + 2 GHG (market-based) were 75,563(tons of CO2e), with an intensity
of 0.569 (tons of CO2e per million NTD).
For the year 2023, Qisda Scope 1 + 2 GHG (market-based) were 51,906(tons of CO2e), with an intensity
of 0.571 (tons of CO2e per million NTD).
Intensity: based on turnover.
2. Greenhouse Gas Assurance Information
Describe the status of assurance for the most recent 2 fiscal years as of the printing date of the annual
report, including the scope of assurance, assurance institutions, assurance standards, and assurance
opinion.
Year Scope Assurance Institutions Assurance standards Assurance comment
2022 Qisda Bureau Veritas ISO 14064-1:2018 Reasonable assurance
Certification (Taiwan ) ISO 14064-3:2019 level in compliance
verification protocol
2023 Qisda Bureau Veritas Certification ISO 14064-1:2018 Reasonable assurance
(Taiwan ) ISO 14064-3:2019 level in compliance
verification protocol
b. Greenhouse Gas Reduction Targets, Strategy, and Concrete Action Plan
Specify the greenhouse gas reduction base year and its data, the reduction targets, strategy and concrete
action plan, and the status of achievement of the reduction targets.
Greenhouse gas reduction benchmark year(individual): 2021, emissions: 106,672 (tons).
Reduction target: long-term goal of net zero emissions by 2050, 10% reduction target for 2023 (10,667 tons),
achieved an actual reduction of 51.3% (54,766 tons).
Strategy and specific action plan: Short-term: Prioritize the introduction of power-saving solutions, build
solar power generation and storage systems, guide and promote supply chain carbon reduction solutions;
Medium- and long-term: achieve RE100 by 2040, assess the adoption of mature available negative carbon
technologies.
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-
Note1: For details on the implementation of items A to I, please refer to our company's 2023 Sustainability Report, which is expected to be disclosed on our official website in August 2024.
-
Note2: Please refer to the 2023 Annual Reports of the Company’s Subsidiaries BenQ Materials Corporation, BenQ Medical Technology Corporation, Partner Tech Corp., DFI Inc., DATA IMAGE CORPORATION, MetaAge Corporation, SIMULA TECHNOLOGY INC. and Alpha Networks Inc. to respectively see its Implementation of Climate-Related Information.
-
62 -
(VII) Ethical Corporate Management – Implementation Status and Deviations from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons
| Implementation status | Deviations from |
|||
|---|---|---|---|---|
| Yes | No | the Ethical | ||
| Corporate | ||||
Management |
||||
| Evaluation Item | Best Practice |
|||
| Summary Description | ||||
| Principles for |
||||
TWSE/TPEx Listed |
||||
| Companies and | ||||
the Reasons |
||||
| A. Establish ethical management policies and plans a. Does the Company establish the ethical management policies passed by the Board of Directors and then publicly specify the policies and methodology of ethical management in regulations and document as well as the commitment in terms of management policies actively fulfilled by the Board of Directors and senior management? b. Does the Company establish the evaluation mechanism on higher risk of unethical behavior, regularly analyze and evaluate the business activities with higher risk of unethical behavior, as well as adopt the preventative measures at least covering the Paragraph 2, Article 7 of the Ethical Corporate Management Best Practice Principles for TWSE/TPEx-Listed Companies? c. Are the operational procedures, guidelines, disciplinary and appeal system of impairment included in the Company’s prevention programs of unethical behavior thorough implementation? And any regular review of the foregoing programs for better implementation? |
V V V |
a. “Treat customers, suppliers, creditors, shareholders, employees and public with integrity” serves as Qisda’s corporate mission and all employees’ responsibility. Qisda prohibits any behavior such as corruption, bribery and extortion. We ask our employees to aggressively clarify and actively improve our daily practices so as to increase our ethical integrity. Qisda has created the “Integrity Handbook” and “Ethical Corporate Management Best Practice Principles for Qisda Corporation” passed by the Board of Directors that shows the concrete norms of behavior aimed at policies or methodology of ethical management. b. Integrity Handbook serves as the highest code of conduct for all Qisda employees in proceeding with business activities. New employees are reminded to abide the relevant rules through education training while joining in the Company. We will strengthen the promotional efforts on code of conduct such as “Do not receive external gifts” at major holidays such as dragon-boat and mid- autumn festivals and Chinese New Year, as well as our employees’ awareness of integrity. Qisda employees must absolutely abide the related regulations in Integrity Handbook. Any employee, in case of an event in the form of corruptions and fraud occurring, may be most severely punished by the expulsion according to the Company’s “Management Guidelines for Punishment”. The serious inappropriate manners, such as practices graft and fraud, embezzlement, any person who accepts of a bribe and commission; where the conflicts occurred between the Company’s interest and business is materially affected due to external engagement in operating other enterprises; imitating the immediate supervisor’s signature or misappropriation of seals, shall be regarded as violation cases where expulsion shall be made. The Risk Management Department regularly evaluates the risk of unethical behavior on an annual basis so as to adopt the preventative measures. c. The code of conduct regarding “Conflicts of Interest”, “Legal Compliance” as well as “Trade Secret and Corporate Asset” are specified in Qisda’s Integrity Handbook. Once we discover violation of integrity philosophy by someone or related to some matter, or regulations of integrity principles are violated, it will be delivered for the Material Disciplinary Committee consisting of cross department senior managers to review. Should the material matter related to violation of integrity principles occurred, it will be reported to the Audit Committee or the Board of Directors in accordance with the relevant laws and operating |
No differences. |
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| Implementation status | Deviations from |
|||
|---|---|---|---|---|
| Yes | No | the Ethical | ||
| Corporate | ||||
Management |
||||
| Evaluation Item | Best Practice |
|||
| Summary Description | ||||
| Principles for |
||||
TWSE/TPEx Listed |
||||
| Companies and | ||||
the Reasons |
||||
| procedures. The Risk Management Auditing Office will conduct a random assessment aimed at relevant processes and operation description to avoid the possible unethical behavior occurring. In November 2015, Qisda established the “Prevention and Management Guidelines for Serious Misconduct” to enhance the corporate governance, in which the Company strengthen the management system covering from three major aspects of prevention, detection and response dedicated to serious misconduct, such as conflicts of interest, inappropriate acceptance of a bribe, and more. The Human Resources Department will deliver the reminder of ethical conduct such as “Principles for External Gifts” as e-newsletters to the email account of each employee at major holidays. |
||||
| B. Implementation on ethical management a. Does the Company consider the ethical practices of the transaction partner as well as the clauses regarding ethical conduct contained in the agreement with the other party? b. Does the Company establish the designated unit set up under the Board of Directors responsible for promoting the corporate ethical management and regularly (at least once a year) reporting its ethical management policies, prevention programs of unethical behavior and implementation to the Board of Directors? c. Does the Company establish the policies for preventing conflicts of interest, provide the appropriate presentation channel and implement? d. Has the Company established the effective accounting system and internal control system for implementing the ethical management, where the relevant audit plans are devised based on evaluation results of the risk of unethical behavior by internal audit unit, or bycommissioningthe |
V V V V |
a. Qisda clearly stipulates the cooperative principle of honesty and integrity in the purchase contract. Should the matter related to violation of integrity principles occurred, it allows the Company to terminate the contract or permanently stop the cooperation with the suppliers if the other party is involved in unethical conduct. b. The Ethical Management Task Force Team is contained inQisda’s organization. The group’s members are professional personnel drawn mainly from human resources, risk management, and audit. The group is responsible for formulating rules, organizing educational training sessions, appeal channels and reviews on ethical risk as well as reporting their findings to the Board of Directors; and board meeting to report the 2023 implementation in March, 2024. c. Regarding conflicts of interest, Qisda has created the “Integrity Handbook”, “Code of Ethical Conduct of the Board Directors and Executives”, "Ethical Corporate Management Best Practice Principles", "Management Guidelines for Whistleblowing and Appeal Procedures”, “Prevention and Management Guidelines for Serious Misconduct” and “Investigation and Management Guidelines for Serious Misconduct”. The Company conducts the implementation status on norms of behavior, misconduct prevention, informing as well as investigation on each aspect. d. Qisda complies with legal requirements, continuously revises the internal control system as well as review and evaluate the effectiveness of internal control system implementation. The Auditing Office devises the relevant audit plans according to evaluation results of the risk of unethical behavior as well as regularly reviews the related information. The legal requirements of Auditing Office are covered in annual review items, and the relevant results and improvement status arequarterlyreported to the Audit Committee and |
No differences. |
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| Implementation status | Implementation status | Implementation status | Deviations from |
|
|---|---|---|---|---|
| Yes | No | the Ethical | ||
| Corporate | ||||
Management |
||||
| Evaluation Item | Best Practice |
|||
| Summary Description | ||||
| Principles for |
||||
TWSE/TPEx Listed |
||||
| Companies and | ||||
the Reasons |
||||
| accountant to review the information related to prevention programs of unethical behavior? e. Does the Company regularly organize the internal and external training sessions on ethical management? |
V | the Board of Directors. All the corporate accounting system will follow the legal requirements to establish the regulations. The attesting CPA also quarterly reviews or evaluates the Company’s financial statements, issues the reports and regularly reports on evaluation results to the Audit Committee members in Audit Committee. e. Qisda annually provides an online training session regarding overview of Integrity Handbook to all employees. |
||
| C. The operations of corporate whistleblowing system a. Does the Company establish the concrete whistleblowing and rewards systems, set up the convenient reporting channel as well as assign the appropriate special personnel to process complaints dedicated to the person being accused? b. Does the Company establish the standard operating procedures for the investigation, as well as the follow-up measures and relevant confidentiality mechanisms that shall be adopted after investigation? c. Does the Company adopt the measures for protecting whistle-blowers from inappropriate disciplinary actions due to their whistleblowing? |
V V V |
a. Qisda’s Integrity Handbook clearly stipulates that anyone who discovers the illegal event must immediately inform all levels of Executive; the reporting channels include but not limited to President’s Mailbox, Integrity Mailbox and HR Mailbox. In November 2015, the Company passed the "Management Guidelines for Whistleblowing and Appeal Procedures”, clearly stipulating that the internal and external whistleblowing and appeal channels include President’s Mailbox, Integrity Mailbox and HR Mailbox. b. Regarding the case response of reported misconduct, Qisda has established the "Management Guidelines for Whistleblowing and Appeal Procedures” that regulates the standard operating procedures for appeal matters and relevant confidentiality mechanisms. c. Qisda’s Integrity Handbook and relevant rules clearly stipulates that the Company will strictly keep investigation content and results confidential for whistleblowers, as well as ensure that the rights of relevant personnel will not be damaged. |
No differences. | |
| D. Strengthening the information disclosure Does the Company disclose their ethical corporate management best practice principles and the effectiveness of the promotion on the websites or on the Market Observation Post System (MOPS)? |
V | The “Corporate Social Responsibility” section set up in Qisda’s official website: In this section, relevant information of the corporate governance and ethical management is honestly, clearly and publicly disclosed. We have established the principles for integrity in the front page of our internal employee website in Chinese and English. The purpose is to actively remind that our employees should clarify and aggressively improve our daily practices so as to increase our ethical integrity, as well as provide the anti-corruption channels for suppliers. Moreover, the “Investor Relations” section also provides the information related to corporate governance, important resolutions reached by the Board of Directors and operational description presentation. We can know that Qisda discloses its ethical corporate management best practice principles and the effectiveness of the promotion on the Market Observation Post System(MOPS). |
No differences. | |
| E. For the companies establishing their own ethical corporate management principles based on the “Ethical Corporate Management Best Practice Principles for TWSE/TPEx-Listed Companies”, please describe the operations and comparisons. In May2015, Qisda established the “Qisda Ethical Corporate Management |
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| Implementation status | Implementation status | Implementation status | Deviations from |
|
|---|---|---|---|---|
| Yes | No | the Ethical | ||
| Corporate | ||||
Management |
||||
| Evaluation Item | Best Practice |
|||
| Summary Description | ||||
| Principles for |
||||
TWSE/TPEx Listed |
||||
| Companies and | ||||
the Reasons |
||||
| Principles” and revised it in November 2020, and there is no material difference between the overall operations and “Ethical Corporate Management Best Practice Principles for TWSE/TPEx -Listed Companies”. |
||||
| F. Other important information that helps to understand the operations of corporate social responsibility: (For example, the Corporate reviews the presented results to facilitate the timely amendment of the ethical corporate management principles, and more.) 1. Qisda has set up the anti-corruption channels for suppliers. In case of any violation of “ethical” moral principles and integrity, the suppliers can react through integrity mailbox: [email protected]. The Company will handle the case in a timely manner. In addition, Qisda will strictly keep investigation content and results confidential for whistleblowers, as well as ensure that the rights of relevant personnel will not be damaged. 2. The Human Resources Department (HR) annually carries out the company-wide online training sessions regarding “Integrity and Against Corruption” on an annual basis. The content includes introduction to Integrity Handbook, summarization and practical example description. We also provide the tests after session to evaluate employees’ learning results. Beyond the original Integrity Handbook in Traditional Chinese and English versions, Qisda also completed the Simplified Chinese version in 2010 and Vietnamese version in 2019, which both dedicated to overseas branch. The purpose is to propagate the Integrity Handbook as well as provide education related training sessions. 3. For various operating procedures of daily operation activities, Qisda has designed the appropriate internal control mechanism to decrease the possible corruption occurring as well as take measures to prevent its occurrence. The Company’s Audit Unit regularly evaluates the management effect of internal control mechanism, collect the suggestions on various potential risks (including fraud and corruption) from each department head, set the appropriate audit plans for the basis of relevant check, as well as regularly report the findings to Audit Committee and the Board of Directors that allows the top management to understand the status of corporate governance in pursuit of the management goals. 4. For more details on Qisda’s ethical management, please refer to the Company’s corporate sustainable development reports in recent years, or go to the Corporate Social Responsibility Section of our official websiteQisda.com. |
||||
| Note: Please refer to the 2023 Annual Reports of the Company’s Subsidiaries BenQ Materials Corporation, BenQ Medical Technology Corporation, Partner Tech Corp., DFI Inc., DATA IMAGE CORPORATION, MetaAge Corporation, SIMULA TECHNOLOGY INC. and Alpha Networks Inc. to respectively see its implementation of ethical management and implemented measures. |
(VIII) Please disclose the access to Company’s “Corporate Governance Best Practice” and relevant regulations
The Company has revised the Corporate Governance Best Practice Principles on May 5, 2023, and approved to amend the principles on May 5, 2023. For the Company's corporate governance operations, please refer to the chapter of Implementation of Corporate Governance (P.26-P.44) of this Annual Report and corporate governance report. Regulations such as Regulations for Procedures of Shareholders' Meetings, Organizational Rules for Audit Committees, Organizational Procedures for Remuneration Committee, Corporate Governance Best Practice, Sustainable Development Best Practice Principles, Ethical Corporate Management Best Practice, Directors and Managers Ethical Practice, Regulations for the Election of Directors, Regulations Governing Loaning of Funds, Regulations Governing Making of Endorsements/Guarantees, Regulations Governing the Acquisition and Disposal of Assets, Procedures for Financial Derivatives Transactions, Regulations for Disclosure of Financial Business Information, Guidelines for Management of Subsidiaries and Process of Internal Major Information and Insider Trading Prevention Management, etc., have been issued by the Company, please visit contact Qisda.com for details of these regulations.
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66 -
-
(IX) Other important information for enhancing understanding of the implementation of corporate governance:
-
On August 27, 2009, the Company reached the resolutions of the Audit Committee and the Board of Directors for approving “Guidelines for Process of Internal Major Information and Insider Trading Prevention Management”. On November 4, 2022, the Company approved to ament the Guidelines, and then announce the revised version in the regulation area of the Company’s internal public folder so that managers and employee can be generally known.
-
On November 7, 2018, the Board of Directors made the resolution of appointing corporate governance personnel to protect shareholders' rights and enhance the functions of the Board of Directors.
-
3 The newly-elected Directors of the Company will be given the brochure of published by the Company, which has the content including various laws and regulations (including the major information processing and insider trading prevention procedures specified in the preceding Paragraph) and precautions to facilitate legal compliance.
-
(X)The Company regularly arranges for Director and Accounting Manager to attend corporate governance courses. Please see the following table:
| Date of | |||||
|---|---|---|---|---|---|
| Training | |||||
| Title | Name | continuing | Organizer | Course Name | |
| Hours | |||||
| From | |||||
| Chairman and CEO |
Chi-Hong (Peter) Chen |
2023/06/01 | Taiwan Investor Relations Institute |
Establishment and Key Points of Intellectual Property Management System for Enterprises |
3 |
| 2023/12/01 | Independent Director Association Taiwan |
Tax governance in the new global tax environment | 3 | ||
| Director | Shuang-Lang (Paul) Peng |
2023/09/01 |
Taiwan Corporate Governance Association |
The potential impacts of climate change risks on corporate financial disclosure |
3 |
| 2023/09/01 | Corporate Reputation and Risk Management | 3 | |||
| Director | James CP Chen |
2023/06/01 | Taiwan Investor Relations Institute |
Establishment and Key Points of Intellectual Property Management System for Enterprises |
3 |
| 2023/10/20 | Securities and Futures Institute |
2023 Annual Prevention of Insider Trading Disseminate Conference |
3 |
||
| 2023/12/08 | The 2023 forum of laws and regulations on insider trading |
3 |
|||
| 2023/12/13 | The Greater Chinese Financial Development Association & Taiwan Listed Companies Association |
Circular Economy and Sustainable Development for Enterprises |
3 |
||
| Director and President |
Han-Chou (Joe) Huang |
2023/06/01 | Taiwan Investor Relations Institute |
Establishment and Key Points of Intellectual Property Management System for Enterprises |
3 |
| 2023/07/06 | Corporate Operating and Sustainable Development Association |
Corporate Governance and Securities Regulations- Executives of the listed companies with the understanding of supervision from governmental authority |
3 |
||
| Independent Director |
Lo-Yu (Charles) Yen |
2023/09/21 | Taiwan Corporate Governance Association |
AI transformation: welcome to the real "computer" era |
3 |
| 2023/11/14 | Taiwan Institute for Sustainable Energy |
6th Global Corporate Sustainability Forum 1-1 | 3 | ||
| 2024/03/13 | The Greater Chinese Financial Development Association |
The New Equation for Digital Transformation | 3 | ||
| Independent Director |
Jyuo-Min Shyu |
2023/04/11 | Taiwan Securities & Futures Institute |
Global economy and industrial technology development trends |
3 |
| 2023/04/26 | Taiwan Accounting Research and Development Foundation |
The latest developments and law revision trends of international taxes and domestic tax |
3 |
||
| 2023/07/24 | Taipei Foundation of Finance |
Artificial Intelligence Booming: The Technology Development and Application Opportunities of the ChatGPT |
3 |
||
| Independent Director |
Liang-Gee Chen |
2023/06/02 | Chinese National Association of Industry and Commerce |
2023 Taishin Net Zero Summit Go Towards Green Energy |
3 |
| 2023/10/26 | Taiwan Corporate Governance Association |
Intellectual Property Management and Trade Secret | 3 |
- 67 -
| Date of | |||||
|---|---|---|---|---|---|
| Training | |||||
| Title | Name | continuing | Organizer | Course Name | |
| Hours | |||||
| From | |||||
| Independent Director |
Chiu-Lien (Julie) Lin |
2023/04/14 | Taiwan Corporate Governance Association |
Legal Risks and Responses to Enterprise Investment and Financing - From the Viewpoint of Corporate Directors' Responsibilities |
3 |
| 2023/06/01 | Taiwan Investor Relations Institute |
Establishment and Key Points of Intellectual Property Management System for Enterprises |
3 |
||
| 2023/12/01 | Independent Director Association Taiwan |
Tax governance in the new global tax environment | 3 | ||
| 2024/02/21 | The Greater Chinese Financial |
Building a resilient supply chain for enterprises | 3 | ||
| Independent Director |
Shu-Chun (Mandy) Huang |
2023/04/27 | Taipei Exchange | Corporate Governance Lecture Publicity meeting for sustainable development actionplans of listed counter companies |
3 |
| 2023/06/01 | Taiwan Investor Relations Institute |
Establishment and Key Points of Intellectual Property Management System for Enterprises |
3 |
||
| 2023/07/04 | Taiwan Stock Exchange Corporation |
2023 Cathay sustainable finance and climate change summit |
3 |
||
| 2023/07/12 | Greater China Financial and Economic Development Association |
AI Thinking and Digital Transformation | 3 | ||
| 2023/08/01 | Taiwan Investor Relations Institute |
Business cycle and industry trends | 3 | ||
| 2023/08/03 | Taiwan Investor Relations Institute |
Taiwan corporate mergers and acquisitions practice | 3 |
||
| 2023/08/09 | Greater China Financial and Economic Development Association |
The impact of carbon pricing on business operations | 3 |
||
| 2023/08/28 | Taiwan Securities & Futures Institute |
Measuring and managing the impact of sustainable developmentgoals |
3 |
||
| 2023/09/13 | Greater China Financial and Economic Development Association |
Domestic and foreign economic and industrial trends and corporate response strategies |
3 |
||
| Accounting Manager |
Jasmin Hung | 2023/06/02 | Accounting Research and Development Foundation |
Legal Responsibilities and Case Analysis of "Tax Crime" |
3 |
| 2023/06/28 | Analysis of common deficiencies in "financial report review" and important internal control laws and regulations |
6 |
|||
| 2023/07/19 | Controlled Foreign Corporation (CFC) Tax Regulations and Practices |
3 |
|||
| 2023/08/17 | How to analyze key corporate financial information and strengthen crisis warningcapabilities |
6 |
Note: Full re-election the board of directors on May 29, 2023. All of the Directors Training compliance with requirements.
- 68 -
(XI)Status of Implementation of Internal Control System
- Statement of internal control system
Qisda Corporation Statement of Internal Control System
Date: March 5, 2024
Based on the findings of a self-assessment, Qisda Corporation (Qisda) states the following with regard to its internal control system during the year 2023:
-
Qisda’s board of directors and management are responsible for establishing, implementing, and maintaining an adequate internal control system. Our internal control is a process designed to provide reasonable assurance over the effectiveness and efficiency of our operations (including profitability, performance and safeguarding of assets), reliability, timeliness, transparency and regulatory compliance of our reporting, and compliance with applicable rulings, laws and regulations.
-
An internal control system has inherent limitations. No matter how perfectly designed, an effective internal control system can provide only reasonable assurance of accomplishing its stated objectives. Moreover, the effectiveness of an internal control system may be subject to changes due to extenuating circumstances beyond our control. Nevertheless, our internal control system contains self-monitoring mechanisms, and Qisda takes immediate remedial actions in response to any identified deficiencies.
-
Qisda evaluates the design and operating effectiveness of its internal control system based on the criteria provided in the Regulations Governing Establishment of Internal Control Systems by Public Companies (herein below, the Regulations). The criteria adopted by the Regulations identify five key components of managerial internal control: (1) control environment, (2) risk assessment, (3) control activities, (4) information and communications, and (5) monitoring activities.
-
Qisda has evaluated the design and operating effectiveness of its internal control system according to the aforesaid Regulations.
-
Base on the findings of such evaluation, Qisda believes that, on December 31, 2023, it has maintained, in all material respects, an effective internal control system (that includes the supervision and management of our subsidiaries), to provide reasonable assurance over our operational effectiveness and efficiency, reliability, timeliness, transparency and regulatory compliance of reporting, and compliance with applicable rulings, laws and regulations.
-
This Statement is an integral part of Qisda’s annual report for the year 2023 and prospectus, and will be made public. Any falsehood, concealment, or other illegality in the content made public will entail legal liability under Articles 20, 32, 171, and 174 of the Securities and Exchange Act.
-
This statement was passed by the board of directors in their meeting held on March 5, 2024, with nine attending directors all affirming the content of this Statement.
==> picture [71 x 70] intentionally omitted <==
Qisda Corporation
==> picture [41 x 41] intentionally omitted <==
Chairman: Peter Chen
President: Joe Huang
==> picture [41 x 41] intentionally omitted <==
-
Companies which CPAs to professionally review the internal control system shall disclose the review report provided by the accountants: Not applicable.
-
69 -
-
(XII) The Company and its personnel have been punished by law, the Company has undertaken disincentive measures for its personnel for breaching the internal control system, and any material deficiencies and revisions in the most recent year up to the publication date of the Annual Report: None.
(XIII) Material Resolutions Approved by Board Meetings
| Date | Meeting | Resolutions |
|---|---|---|
| Mar. 6 2023 | 1stBoard Meeting |
1. Approved the Statement on Internal Control System and Self-Assessment Implementation Results Report for the 2022.(Note) 2. Proposal to Amend the "Remuneration Measures for Directors and Members of Functional Committees". 3. Proposed Amendments to the "Remuneration Measures for Directors and Functional Committee Members". 4. Approved the 2022 distribution of employees and directors’ remuneration 5. Approved the proposal of 2022 annual business report, and financial statements.(Note) 6. Approved the proposal for the distribution of 2022 earnings.(Note) 7. Approved the cash dividend distribution of 2022 earnings. 8. To elect nine directors (including five independent directors) 9. Proposed nomination of directors and candidates for independent directors. 10. To lift non-competition restrictions on newly-elected directors and their representatives. 11. Approved not to continue to handle the case of private placement of securities passed by the 2022 Annual General Meeting of Shareholders.(Note) 12. Approved issuance of new common shares for cash to sponsor issuance of the overseas depositary shares and/or issuance of new common shares for cash in public offering and/or issuance of new preferred shares for cash in public offering and/or issuance of new common shares for cash in private placement and/or issuance of overseas or domestic convertible bonds in private placement.(Note) 13. Approved the amendment to Articles of Incorporation. 14. Approved the amendment to Rules and Procedures for Shareholders’ Meeting. 15. Approved the proposal of the convene date of 2023 Shareholders’ Meeting and meeting agenda. 16. Approved the Bank line increase and contract renewal case. 17. Approved the proposal of donation to BenQ Foundation. 18. Approved the public fee case for accountant services in 2023. (Note) 19. Approved the policy for pre-approval of non-assurance services.(Note) 20. Approval of the distribution of employee compensation for senior managers and audit supervisors for the fiscal year 2022. 21. Approved the salary compensation indicators for senior managers for the fiscal year 2023. 22. Proposed the 2023 Senior Managers and Audit Supervisors Bonus and Salary Adjustment Policy Case. 23. Approved the amendment to Code of Practice on Risk Management. 24. Approved the amendment to Audit Committee Charter. 25. Proposal to increase equity in investment subsidiary BenQ BM Holding Cayman Corporation. (Note) 26. Approved theproposal of 2023 annual businessplan. |
| Apr. 21, 2023 | 2ndBoard Meeting |
1. Approval of the public acquisition of common shares of NORBEL BABY CO., LTD. |
(Note) |
||
| 2. Approval of the investment in privately placed common shares of NORBEL | ||
BABY CO., LTD.(Note) |
||
| 3. Approval for a subsidiary to sell common shares of TOPVIEW OPTRONICS | ||
CORP.(Note) |
||
| May. 5, 2023 | 3rdBoard Meeting |
1. Approved the proposal of financial statement of Q1, 2023.(Note) 2. Approved the Bank line contract renewal case. 3. Approved the proposal for making guarantee for Qisda Labuan.(Note) 4. Approved the amendments to Qisda “Corporate Governance Best Practice Principles” 5. Approved the amendments to Qisda “Sustainable Development Best Practice Principles” 6. Approved the company’s accountingofficer change(Note) |
- 70 -
| Date | Meeting | Resolutions |
|---|---|---|
| May. 24, 2023 | 4ndBoard Meeting |
Approval of the subsidiary to sell common shares of TOPVIEW OPTRONICS CORP. and to resign the three corporate representative directors from TOPVIEW OPTRONICS CORP. (Note) |
| May. 29, 2023 | Shareholders’ Meeting |
1. To elect nine directors (including five independent directors) Status: The elected list is Chi-Hong (Peter) Chen, Representative of AUO Corporation Shuang-Lang (Paul) Peng, Representative of AUO Corporation James CP Chen, Representative of BenQ Foundation Han- Chou (Joe) Huang, Lo-Yu (Charles)Yen (independent director), Jyuo-Min Shyu (independent director), Liang-Gee Chen (independent director), Chiu- Lien Lin (independent director) and Shu-Chun Huang (independent director). Term from May 29, 2023 to May 28, 2026 2. Recognized the proposal of 2022 financial statements and business report Status: Proposal was recognized. 3. Recognized the proposal of 2022 distribution of surplus Status: Proposal was recognized. 4. Approved the proposal of issuance of new common shares for cash to sponsor issuance of the overseas depositary shares and/or issuance of new common shares for cash in public offering and/or issuance of new preferred shares for cash in public offering and/or issuance of new common shares for cash in private placement and/or issuance of overseas or domestic convertible bonds in private placement Status: Resolution was passed which authorized the Board to deal with the fundraising. The Company didn’t issue any fundraising until the printed date. 5. Approved the amendment to Articles of Incorporation. Status: Resolution was passed, and the amended Articles of Incorporation became effective on May. 29, 2023. 6. Approved the amendment to Rules and Procedures for Shareholders’ Meeting. Status: Resolution was passed, and the amended "Rules and Procedures for Shareholders’ Meeting” became effective on May. 29, 2023. 7. Approved to lift non-competition restrictions on newly-elected directors and their representatives Status: Proposal was recognized. |
| May. 29, 2023 | 5thBoard Meeting |
1. Elected of the Chairman 2. Appointed the members of the Company’s Remuneration Committee |
| Aug. 4, 2023 | 6thBoard Meeting |
1. Approved the proposal of financial statement of Q2, 2023.(Note) 2. Approval for arranging a syndicated bank loan of NT$10 billion. 3. Approved the Bank line contract renewal case. 4. Approval of the establishment of the "Regulations for Governing Financial and Business Matters Between this Corporation and its Related Parties" 5. Approval to upgrade the "Corporate Sustainability Committee" and establish the "Organizational Regulations of the Corporate Sustainability Committee." 6. Appointed the members of Sustainable Development Committee 7. Approved the amendments to"Remuneration Measures for Directors and Functional Committee Members" 8. Approved to sell the ordinary shares of K2 INTERNATIONAL MEDICAL INC. held bythe companyand its subsidiaries. (Note) |
| Nov. 9 2023 | 7thBoard Meeting |
1. Established the internal audit plan of 2024.(Note) 2. Approved the proposal of financial statement of Q3, 2023.(Note) 3. Approved the Bank line increase and contract renewal case. 4. Approved the proposal for making guarantee for Qisda Labuan.(Note) 5. Approved to appoint the auditor for the Company's financial statements of the fiscal year 2024.(Note) 6. Approve the addition to the pre-approved list of non-assurance services of the company.(Note) 7. Approved KPMG Deal Advisory (China) Limited to perform non-assurance services related to the internal control review and due diligence consultation for the initial public offering application of BenQ BM Holding Cayman Corporation.(Note) 8. Approved the proposal of acquisition of the right-of-use asset for business use from a relatedparty.(Note) |
| Jan. 18 2024 | 1stBoard Meeting |
1. Approved the company’s subsidiary BenQ BM Holding Cayman Corp. applies for listing on the Main Board of the Stock Exchange of Hong Kong Limited. (Note) 2. Approved the company to issue the letters of undertakings for the subsidiary, BenQ BM Holding Cayman Corp. listing on the Main Board of the Stock Exchange of HongKongLimited.(Note) |
- 71 -
==> picture [454 x 344] intentionally omitted <==
----- Start of picture text -----
Date Meeting Resolutions
3. Approved the proposal of the convene date of 2024 Extraordinary
Shareholders’ Meeting and meeting agenda.
1. Approved the Statement on Internal Control System and Self-Assessment
Implementation Results Report for the 2023. (Note)
2. Approved the 2023 distribution of employees and directors’ remuneration
3. Approved the proposal of 2023 annual business report, and financial
statements. (Note)
4. Approved the proposal of 2024 annual business plan.
5. Approved the proposal for the distribution of 2023 earnings. (Note)
6. Approved the cash dividend distribution of 2023 earnings.
7. Approved not to continue to handle the case of private placement of
securities passed by the 2023 Annual General Meeting of Shareholders. (Note)
8. Approved issuance of new common shares for cash to sponsor issuance of
the overseas depositary shares and/or issuance of new common shares for
cash in public offering and/or issuance of new preferred shares for cash in
2 [nd] Board public offering and/or issuance of new common shares for cash in private
Mar. 5 2024
Meeting placement and/or issuance of overseas or domestic convertible bonds in
private placement. (Note)
9. Lifted non-competition restrictions on current directors and their
representatives.
10. Approved the proposal of the convene date of 2024 Shareholders’ Meeting
and meeting agenda.
11. Approved the Bank line increase and contract renewal case.
12. Approved the public fee case for accountant services in 2024. (Note)
13. Approved the 2023 Employee compensation discussion case for senior
managers and internal audit supervisors.
14. Approved the salary compensation indicators for senior managers for the
fiscal year 2024.
15. Proposed the 2024 Senior Managers and Audit Supervisors Bonus and Salary
Adjustment Policy Case.
Extraordinary 1. Accepted the Company’s subsidiary BenQ BM Holding Cayman Corp. applies
Mar. 14 2024 Shareholders’ for listing on the Main Board of the Stock Exchange of Hong Kong Limited.
Meeting Status: Proposal was recognized.
----- End of picture text -----
Note: Matters included in Article 14-5 of the Securities and Exchange Act.
-
(XIV) Major contents of any dissenting opinions on record or stated in a written statement made by Directors or supervisors regarding material resolutions passed by the Board of Directors’ Meeting in the most recent year up to the publication date of this report: None.
-
(XV) In the most recent year up to the publication date of the Annual Report, a summary of the resignation and dismissal of the Company personnel such as Chairman, President, accounting manager, financial manager, internal audit manager and R&D manager:
| Title | Name | Date of Appointment |
Date of Termination |
Reasons for Resignation or Dismissal |
|---|---|---|---|---|
| Accountingmanager | BillyLiu | September 1,2019 | May5,2023 | position adjustment |
IV. Information on CPA fees
Unit: NT$1,000
| Accounting | ||||||
|---|---|---|---|---|---|---|
| Name of CPA | CPAs Audit Period | Audit Fee |
Non-audit | Total | Remark | |
Firm |
||||||
| Fee | ||||||
| KPMG | Chang, Huei-Chen Shi, Wei-Ming |
2023.1.1~2023.12.31 | 9,200 | 1,150 | 10,350 |
Note: Non-audit Fees mainly related to tax services.
Note 1. Non-audit fees paid to the CPA, accounting firm of CPA and its affiliates were more than 25% of the audit fees: None
Note 2. Replacement of accounting firm and the audit fees in the replacing year is less than that in the previous year: Not applicable.
Note 3. Audit fees were reduced by over 10% compared with the previous year: None
- 72 -
V. Information on replacement of CPAs
(I) Regarding former CPA
| (I) Regarding former CPA | |||
|---|---|---|---|
| Replacement date | January01,2024 | ||
| Reason and explanation for replacement |
The CPAs are changed from Chang, Huei-Chen and Shih, Wei-Ming to Yin, Yuan-Sheng and Chang, Huei-Chen because of the internal adjustment from the accountingfirm. |
||
| Explain why the appointor or CPA terminated or refused to accept the appointment |
Parties Status |
CPA |
Appointor |
| Appointment terminated | Not applicable | ||
| Refused to accept (continue) appointment |
|||
| Audit report opinions other than unqualified opinion over the last two years and reason |
None | ||
| Did issuer have a different opinion |
None | ||
| Other items requiring disclosure (disclosures for Clause 6.1.4~7, Article 10 of theseguidelines) |
None |
(II) Regarding the Succeeding CPA
| (II) Regarding the Succeeding CPA | |
|---|---|
| Name of CPA firm | KPMG |
| Name of CPAs | Yin,Yuan-Shengand Chang,Huei-Chen |
| Date of Appointment | January01. 2024 |
| Inquiries regarding the accounting treatment methods of specific transactions, accounting principles or opinions provided on financial reportprior to the appointment and results |
None |
| Written opinion of successor CPA regarding discrepancies in opinion with theprior CPA |
None |
(III) Former CPA Letters Regarding Clause 6.1 and 6.2.3, Article 10 of these Guidelines: Not applicable
VI. Has any of the Company’s Chairman, President, or managers responsible for finance or accounting duties served in the Company’s CPA firm or its affiliated Company within the most recent year: None.
-
73 -
-
VII. The Situation of equity transfer or changes to equity pledge of Directors, managers or shareholders holding more than 10% of Company shares in the most recent year (or initial date of a manager's term of service) up to the publication date of this report:
-
(I) Changes in shares held by Directors, managers, and shareholders holding 10% or more of shares:
| As of March 31,2024 | As of March 31,2024 | 2023 | 2023 | ||
|---|---|---|---|---|---|
| Increase | Increase | Increase | Increase | ||
| Title | Name | ||||
| (decrease) of | (decrease) of | (decrease) of | (decrease) of | ||
| shares held | sharespledged | shares held | sharespledged | ||
| Chairman | Chi-Hong (Peter)Chen | 0 | 0 |
406,209 |
0 |
| Director | AUO Corporation | (100,000,000) |
0 | 0 | 0 |
| Representative of Corporate Director |
Shuang-Lang (Paul) Peng | 0 |
0 |
0 |
0 |
| Representative of Corporate Director |
JIAN-BIN(James)Chen | 0 | 0 |
0 |
0 |
| Director | BenQFoundation | 0 | 0 |
0 |
0 |
| Representative of Corporate Director |
Han-Chou (Joe) Huang | 0 |
0 |
100,274 |
0 |
| Chief Executive Officer | Peter Chen | 0 | 0 |
406,209 |
0 |
| President | Joe Huang | 0 | 0 |
100,274 |
0 |
| Senior Vice President | Mark Hsiao | 0 | 0 |
81,095 |
0 |
| Vice President | Daniel Hsueh | 0 | 0 |
53,677 |
0 |
| Vice President | Michael CH Lee | 0 | 0 |
96,140 |
0 |
| Vice President | Daven Wu | 0 | 0 |
53,972 |
0 |
| Vice President | Jasmin Hung | 0 | 0 |
53,215 |
0 |
| Vice President | T.S. Wu | (144,000) |
0 | 40,893 |
0 |
| Vice President | DannyLin | 0 |
0 |
46,627 |
0 |
| Vice President | Yuchin Lin | 0 | 0 |
0 |
0 |
| Vice President | Spark Huang | 0 | 0 |
40,264 |
0 |
| Associate Vice President | Eric Lee | 0 | 0 |
29,739 |
0 |
| Associate Vice President | Jack Wang | 0 | 0 |
23,357 |
0 |
| Associate Vice President | Nick Niek | 0 |
0 |
18,896 |
0 |
| Associate Vice President | Calvin Jeng | 0 | 0 |
18,324 |
0 |
| Associate Vice President | TonyLin | (29,000) | 0 | 12,668 |
0 |
| Associate Vice President | Aaron Ho | 0 | 0 |
14,460 |
0 |
| Associate Vice President | Alex Wu | 0 |
0 |
31,245 |
0 |
| Major shareholder | AUO Corporation | (100,000,000) |
0 | 0 |
0 |
| Independent director | Lo-Yu(Charles)Yen | 0 | 0 |
0 |
0 |
| Independent director | Jyuo-Min Shyu | 0 |
0 |
0 |
0 |
| Independent director | Liang-Gee Chen | 0 | 0 |
0 |
0 |
| Independent director | Chiu-Lien Lin | 0 | 0 |
0 |
0 |
| Independent director | Shu-Chun Huang | 0 | 0 |
0 |
0 |
| Finance Supervisor | Jasmin Hung | 0 | 0 |
53,215 |
0 |
Note: Those who still serve in their respective positions when the Annual Report is published.
(II) Counterparty of equity pledge is a related party: None
(III) Counterparty of equity pledge is a related party: None
- 74 -
VIII. Information of relationships between Top 10 shareholders are related parties, spouses or relatives within the second degree of kinship Relationship
Information of relationships between Top 10 shareholders are related parties
| March 31, 2024 | March 31, 2024 | March 31, 2024 | March 31, 2024 | |||||
|---|---|---|---|---|---|---|---|---|
| Familial relationships between | ||||||||
| top 10 shareholders who are | ||||||||
| either related parties, spouses, | ||||||||
| Shares held by spouse or | Total shares held in the | |||||||
| Shares held | or relatives within the second | |||||||
| underage children | name of other persons | |||||||
| degree of kinship, his/her/its | ||||||||
| Name (Note1) | ||||||||
| title (or name) and | ||||||||
| relationships (Note2) | ||||||||
| Shareholding | ||||||||
| Number of | Number | Shareholding | Number of | Shareholding | Title | |||
| Percentage | Relationships | |||||||
| shares | of shares | Percentage (%) | shares | Percentage (%) | (or Name) | |||
| (%) | ||||||||
| AUO Corporation | 235,230,510 | 11.96% |
0 |
0.00% |
0 |
0.00% |
Konly Venture Corp. |
Subsidiary |
| AUO Corporation Representative: Shuang-Lang (Paul) Peng |
9,164 |
0.00% |
65,032 |
0.00% |
0 |
0.00% |
Note 3 |
|
| ACER INCORPORATED | 89,115,690 | 4.53% |
0 |
0.00% |
0 |
0.00% |
None |
None |
| ACER INCORPORATED Representative: JasonChen |
0 | 0.00% |
0 |
0.00% |
0 |
0.00% |
None |
None |
| Taishin International Bank entrusted with the Qisda Corporation Employee Stock Ownership Trust Account |
78,119,464 |
3.97% |
0 |
0.00% |
0 |
0.00% |
None |
None |
| Taipei Fubon Bank entrusted with Fuh Hwa Taiwan Technology DividendHighlight ETF |
73,415,000 | 3.73% |
0 |
0.00% |
0 |
0.00% |
None |
None |
| Konly Venture Corp. | 50,145,113 | 2.55% |
0 |
0.00% |
0 |
0.00% |
AUO Corporation |
Parent Company |
| Konly Venture Corp. Representative: Shuang-Lang (Paul) Peng |
9,164 | 0.00% |
65,032 |
0.00% |
0 |
0.00% |
Note 3 |
|
| Darfon Electronics Corp. | 39,859,000 | 2.03% |
0 |
0.00% |
0 |
0.00% |
None |
None |
| Darfon Electronics Corp. Representative:Andy Su |
284,234 | 0.01% |
264,703 |
0.00% |
0 |
0.00% |
None |
None |
| Hua Nan Commercial Bank entrusted with Yuanta Taiwan Value High DividendETF |
29,213,000 | 1.49% |
0 |
0.00% |
0 |
0.00% |
None |
None |
| JPMorgan Chase Bank N.A., Taipei Branch in custody for J.P. MORGAN SECURITIESLTD |
24,670,325 | 1.25% |
0 |
0.00% |
0 |
0.00% |
None |
None |
| ChunghwaPostCo.,Ltd. | 19,347,000 | 0.98% |
0 |
0.00% |
0 |
0.00% |
None |
None |
| JPMorgan Chase Bank N.A., Taipei Branch in custody for Vanguard Total International Stock Index Fund, a series of Vanguard Star Funds |
18,642,660 | 0.95% |
0 |
0.00% |
0 |
0.00% |
None |
None |
Note 1: Each of the top ten shareholders should be listed. Both the corporate shareholder name and representative name should be listed for corporate shareholders. Note 2: Shareholding percentage calculations are made using the individual shareholding percentages of the person, his/her spouse, minor children and use of other names.
Note 3: The chairman of AUO Corporation also serves as the chairman of Konly Venture Corp.
- 75 -
IX. Shareholdings and Combined Joint Shareholdings of Businesses Invested in by the Company, Company Directors, Supervisors or Executive Officers or Directly or Indirectly Controlled by the Company
| IX. Shareholdings and Combined Joint Shareholdings of Businesses Invested in by the Company, Company Directors, Supervisors or Executive Officers or Directly or Indirectly Controlled by the Company |
IX. Shareholdings and Combined Joint Shareholdings of Businesses Invested in by the Company, Company Directors, Supervisors or Executive Officers or Directly or Indirectly Controlled by the Company |
IX. Shareholdings and Combined Joint Shareholdings of Businesses Invested in by the Company, Company Directors, Supervisors or Executive Officers or Directly or Indirectly Controlled by the Company |
IX. Shareholdings and Combined Joint Shareholdings of Businesses Invested in by the Company, Company Directors, Supervisors or Executive Officers or Directly or Indirectly Controlled by the Company |
IX. Shareholdings and Combined Joint Shareholdings of Businesses Invested in by the Company, Company Directors, Supervisors or Executive Officers or Directly or Indirectly Controlled by the Company |
IX. Shareholdings and Combined Joint Shareholdings of Businesses Invested in by the Company, Company Directors, Supervisors or Executive Officers or Directly or Indirectly Controlled by the Company |
IX. Shareholdings and Combined Joint Shareholdings of Businesses Invested in by the Company, Company Directors, Supervisors or Executive Officers or Directly or Indirectly Controlled by the Company |
|---|---|---|---|---|---|---|
| December 31, 2023 | ||||||
| Investment by Directors, | ||||||
| supervisors, managers | ||||||
| Investment by the Company | Combined investment | |||||
| and directly or indirectly- | ||||||
| Investment business | ||||||
| controlled business(Note 2) | ||||||
| (Note 1) | ||||||
| Shareholding | Shareholding | Shareholding | ||||
| Number of | Number of | Number of | ||||
| Percentage | Percentage | Percentage | ||||
| shares | shares | shares | ||||
| (%) | (%) | (%) | ||||
| Darfon Electronics Corp., | 58,004,667 | 20.87% |
14,514,851 | 5.22% |
72,519,518 | 26.09% |
| TCI GENE INC. | 4,720,000 | 17.84% |
1,480,000 | 5.59% |
6,200,000 | 23.43% |
| Rapidtek Technologies Inc. | 2,638,132 | 8.79% |
2,428,016 | 8.09% |
5,066,148 | 16.88% |
| NORBEL BABY CO., LTD. | 10,000,000 | 28.54% |
- | - |
10,000,000 | 28.54% |
| QS CONTROL CORP. | 6,000,000 | 20.00% |
- | - |
6,000,000 | 20.00% |
| Topview Optronics Corporation | 5,750,000 | 20.00% |
2,854,000 | 9.93% |
8,604,000 | 29.93% |
| H2 EnergyCo., Ltd. | 150,000 | 30.00% |
- | - |
150,000 | 30.00% |
| VISCO VISION INC. | - | - | 9,855,306 | 15.65% |
9,855,306 | 15.65% |
| MLK BIOSCIENCE CO., LTD. | - | - | 217,030 | 20.00% |
217,030 | 20.00% |
| COATMED INCORPORATION | - | - | 598,000 | 9.98% |
598,000 | 9.98% |
| DMC Components International, LLC | - |
- | 300,000 | 30.00% |
300,000 | 30.00% |
| Jiangsu Yudi Optical Co., Ltd. | - | - | 16,182,000 | 20.01% |
16,182,000 | 20.01% |
| Nanjing Silvertown Health & Development Co.,Ltd |
- | - |
- |
15.00% |
- |
15.00% |
| GuigangDonghui Hospital Co., Ltd. | - | - | - | 14.13% |
- | 14.13% |
| GRANDSYS INC. | - | - | 5,643,373 | 20.96% |
5,643,373 | 20.96% |
| Everlasting Digital ESG Co., Ltd. | - | - | 500,000 | 29.41% |
500,000 | 29.41% |
Note 1: Invested by the Consolidated Company using the equity method Note 2: Information recorded on the shareholder roster as of the latest book closure date of each company
- 76 -
Capital and Shares
I. Capital and shares
- (I) Source of Share Capital
March 31, 2024; Unit: NTD
| Authorized capital | Authorized capital | Paid-in capital | Paid-in capital | Note | Note | Note | Note | Note | ||
|---|---|---|---|---|---|---|---|---|---|---|
| Issued price |
Number of |
At | Number of |
At | S f itl | Capital increase by |
||||
| Year and |
Capital i |
|||||||||
month |
(par value per share) |
Shares (thousand |
moun (thousand) |
Shares (thousand |
moun (thousand) |
ource o capa (thousand) |
ncrease approval |
Certificate No. | assets other |
Others |
| date | ||||||||||
| shares) | shares) | than cash | ||||||||
| 1984.04 | 10 | 14,000 | 140,000 |
3,500 |
35,000 |
Establishment | - | - | ||
| 1984.11 | 10 | 14,000 | 140,000 |
7,000 |
70,000 |
Capital increase by cash 35,000 |
- | - | ||
| 1986.12 | 10 | 14,000 | 140,000 |
14,000 |
140,000 |
Capital increase by retained earnings 70,000 |
- | - | ||
| 1989.12 | 30 | 17,000 | 170,000 |
17,000 |
170,000 |
Capital increase by cash 30,000 |
1989.12.30 | Ministry of economic affairs certificate no. 135215 |
- | - |
| 1992.05 | 10 | 50,000 | 500,000 |
27,200 |
272,000 |
Capital increase by capital surplus 17,850 Capital increase by retained earnings 84,150 |
1992.05.07 | Ministry of economic affairs certificate no. 106307 |
- | - |
| 1992.11 | 10 | 50,000 | 500,000 |
42,000 |
420,000 |
Capital increase by capital surplus 17,952 Capital increase by retained earnings 130,048 |
1992.11.27 | Ministry of economic affairs certificate no. 125134 |
- | - |
| 1993.02 | 25 | 60,000 | 600,000 |
60,000 |
600,000 |
Capital increase by cash 180,000 |
1993.02.10 | Ministry of economic affairs certificate no.127799 |
- | - |
| 1994.03 | 10 | 110,000 | 1,100,000 |
79,500 |
795,000 |
Capital increase by retained earnings 195,000 |
1994.03.22 | Moeaic certificate no.1392 |
- | - |
| 1994.09 | 10 | 150,000 | 1,500,000 |
114,350 |
1,143,500 |
Capital increase by retained earnings 348,500 |
1994.09.22 | Moeaic certificate no.5835 |
- | - |
| 1995.07 | 10 | 250,000 | 2,500,000 |
190,000 |
1,900,000 |
Capital increase by retained earnings 756,500 |
1995.07.06 | Ministry of economic affairs certificate no.108683 |
- | - |
| 1996.06 | 60 | 250,000 | 2,500,000 |
250,000 |
2,500,000 |
Capital increase by cash 600,000 |
1996.06.09 | Ministry of economic affairs certificate no.109348 |
- | - |
| 1996.08 | 10 | 800,000 | 8,000,000 |
371,500 |
3,715,000 |
Capital increase by retained earnings 1,215,000 |
1996.08.23 | Ministry of economic affairs certificate no.113452 |
- | - |
| 1997.04 | 10 | 800,000 | 8,000,000 |
376,080 |
3,760,806 |
Corporate bond conversion to common stock 45,806 |
1997.04.11 |
Ministry of economic affairs certificate no.105007 |
- | - |
| 1997.07 | 10 | 800,000 | 8,000,000 |
475,800 |
4,758,008 |
Capital increase by capital surplus 376,081 Capital increase by retained earnings 621,121 |
1997.07.04 | Ministry of economic affairs certificate no.110892 |
- | - |
| 1997.10 | 10 | 800,000 | 8,000,000 |
518,787 |
5,187,879 |
Corporate bond conversion to common stock 429,871 |
1997.10.07 |
Ministry of economic affairs certificate no.119411 |
- | - |
| 1998.03 | 10 | 800,000 | 8,000,000 |
520,849 |
5,208,499 |
Corporate bond conversion to common stock 20,620 |
1998.03.20 |
Ministry of economic affairs certificate no.105297 |
- | - |
| 1998.06 | 10 | 1,100,000 | 11,000,000 |
660,062 |
6,600,624 |
Capital increase by capital surplus 520,850 Capital increase by retained earnings 871,275 |
1998.06.15 | Ministry of economic affairs certificate no.114980 |
- | - |
| 1998.09 | 10 | 1,100,000 | 11,000,000 |
662,817 |
6,628,175 |
Corporate bond conversion to common stock 27,551 |
1998.09.25 |
Ministry of economic affairs certificate no.130051 |
- | - |
| 1999.08 | 10 | 1,250,000 | 12,500,000 | 767,390 | 7,673,902 |
Capital increase by capital surplus 331,409 Capital increase by retained earnings 714,318 |
1999.08.11 | Ministry of economic affairs certificate no.128809 |
- | - |
| 1999.09 | 10 | 1,250,000 | 12,500,000 | 788,176 | 7,881,756 |
Corporate bond conversion to common stock 207,854 |
1999.09.20 |
Ministry of economic affairs certificate no.134724 |
- | - |
- 77 -
| Authorized capital | Authorized capital | Paid-in capital | Paid-in capital | Note | Note | Note | Note | Note | ||
|---|---|---|---|---|---|---|---|---|---|---|
| Issued price |
Number of |
At | Number of |
At | S f itl | Capital increase by |
||||
| Year and |
Capital i |
|||||||||
month |
(par value per share) |
Shares (thousand |
moun (thousand) |
Shares (thousand |
moun (thousand) |
ource o capa (thousand) |
ncrease approval |
Certificate No. | assets other |
Others |
| date | ||||||||||
| shares) | shares) | than cash | ||||||||
| 1999.11 | 55 | 1,250,000 | 12,500,000 | 888,176 | 8,881,756 |
Capital increase by cash 1,000,000 |
1999.11.19 | Ministry of economic affairs certificate no.142178 |
- | - |
| 2000.02 | 10 | 1,250,000 | 12,500,000 | 893,943 | 8,939,426 |
Corporate bond conversion to common stock 57,670 |
2000.02.02 |
Ministry of economic affairs certificate no.102895 |
- | - |
| 2000.07 | 10 | 1,650,000 | 16,500,000 | 1,082,731 | 10,827,312 |
Capital increase by capital surplus 446,971 Capital increase by retained earnings 1,440,914 |
2000.07.26 | Ministry of economic affairs certificate no.125422 |
- | - |
| 2001.07 | 10 | 1,770,000 | 17,700,000 | 1,381,088 | 13,810,879 |
Capital increase by capital surplus 541,366 Capital increase by retained earnings 2,442,201 |
2001.07.02 | Ministry of economic affairs certificate no.09001241270 |
- | - |
| 2002.03 | 10 | 1,770,000 | 17,700,000 | 1,398,318 | 13,983,180 | Corporate bond conversion to common stock 172,300 |
2002.03.15 |
Ministry of economic affairs certificate no.09101087600 |
- | - |
| 2002.07 | 10 | 2,150,000 | 21,500,000 | 1,655,596 | 16,555,963 | Capital increase by capital surplus 279,663 Capital increase by retained earnings 1,616,568 Corporate bond conversion to common stock 676,552 |
2002.07.22 |
Ministry of economic affairs certificate no.09101282840 |
- | - |
| 2002.11 | 10 | 2,150,000 | 21,500,000 | 1,681,051 | 16,810,510 | Corporate bond conversion to common stock 254,547 |
2002.11.14 |
Ministry of economic affairs certificate no.09101465750 |
- | - |
| 2003.07 | 10 | 3,000,000 | 30,000,000 | 2,067,161 | 20,671,612 | Capital increase by retained earnings 3,861,102 |
2003.07.22 | Ministry of economic affairs certificate no.09201219330 |
- | - |
| 2003.10 | 10 | 3,000,000 | 30,000,000 | 2,083,861 | 20,838,612 | Corporate bond conversion to common stock 167,000 |
2003.10.16 |
Ministry of economic affairs certificate no.09201291190 |
- | - |
| 2004.01 | 10 | 3,000,000 | 30,000,000 | 2,085,205 | 20,852,048 | Corporate bond conversion to common stock 13,436 |
2004.01.20 |
Ministry of economic affairs certificate no.09301007380 |
- | - |
| 2004.03 | 10 | 3,000,000 | 30,000,000 | 2,066,419 | 20,664,188 | Corporate bond conversion to common stock 112,140 Cancellation of treasury stocks 300,000 |
2004.03.22 |
Ministry of economic affairs certificate no.09301046140 |
- | - |
| 2004.07 | 10 | 3,000,000 | 30,000,000 | 2,314,899 | 23,148,990 | Corporate bond conversion to common stock 11,780 Capital increase by retained earnings 2,517,591 Cancellation of treasury stocks 44,570 |
2004.07.15 |
Ministry of economic affairs certificate no.09301122620 |
- | - |
| 2004.10 | 10 | 3,000,000 | 30,000,000 | 2,315,014 | 23,150,141 | Corporate bond conversion to common stock 1,151 |
2004.10.21 |
Ministry of economic affairs certificate no.09301198210 |
- | - |
| 2005.04 | 10 | 3,000,000 | 30,000,000 | 2,315,509 | 23,155,091 | Corporate bond conversion to common stock 4,950 |
2005.04.07 |
Ministry of economic affairs certificate no.09401056200 |
- | - |
| 2005.07 | 10 | 3,000,000 | 30,000,000 | 2,467,998 | 24,679,982 | Capital increase by retained earnings 1,513,754 Corporate bond conversion to common stock 11,136 |
2005.07.27 |
Ministry of economic affairs certificate no. 09401144270 |
- | - |
| 2005.11 | 10 | 3,000,000 | 30,000,000 | 2,468,672 | 24,686,722 | Corporate bond conversion to common stock 6,739 |
2005.11.18 |
Ministry of economic affairs certificate no. 09401229710 |
- | - |
| 2006.01 | 31.36 | 3,000,000 | 30,000,000 | 2,618,672 | 26,186,722 | Capital increase by cash 1,500,000 |
2006.01.23 | Ministry of economic affairs certificate no.09501011820 |
- | - |
| 2006.02 | 10 | 3,000,000 | 30,000,000 | 2,619,978 | 26,199,785 | Corporate bond conversion to common stock 13,062 |
2006.02.15 |
Ministry of economic affairs certificate no.09501026750 |
- | - |
| 2006.04 | 10 | 3,000,000 | 30,000,000 | 2,624,880 | 26,248,800 | Corporate bond conversion to common stock 49,015 |
2006.04.03 |
Ministry of economic affairs certificate no.09501055570 |
- | - |
| 2007.04 | 10 | 5,000,000 | 50,000,000 | 2,564,880 | 25,648,800 | Cancellation of treasury stocks 600,000 |
2007.04.04 | Ministry of economic affairs certificate no.09601065540 |
- | - |
- 78 -
| Authorized capital | Authorized capital | Paid-in capital | Paid-in capital | Note | Note | Note | Note | Note | ||
|---|---|---|---|---|---|---|---|---|---|---|
| Issued price |
Number of |
At | Number of |
At | S f itl | Capital increase by |
||||
| Year and |
Capital i |
|||||||||
month |
(par value per share) |
Shares (thousand |
moun (thousand) |
Shares (thousand |
moun (thousand) |
ource o capa (thousand) |
ncrease approval |
Certificate No. | assets other |
Others |
| date | ||||||||||
| shares) | shares) | than cash | ||||||||
| 2007.08 | 10 | 5,000,000 | 50,000,000 | 1,538,928 | 15,389,280 | Capital reduction for cover accumulated deficits 10,259,520 |
2007.08.29 |
Ministry of economic affairs certificate no.09601212740 |
- | - |
| 2008.04 | 22.11 | 5,000,000 | 50,000,000 | 1,765,070 | 17,650,700 | Private placement of common stock capital increase by cash 2,261,420 |
2008.05.07 |
Ministry of economic affairs certificate no. 09701101680 |
- | - |
| 2008.08 | 10 | 5,000,000 | 50,000,000 | 1,928,218 | 19,282,176 | Capital increase by retained earnings 1,631,476 |
2008.08.07 |
Ministry of economic affairs certificate no. 09701190560 |
- | - |
| 2011.08 | 10 | 5,000,000 | 50,000,000 | 1,966,782 | 19,667,820 | Capital increase by retained earnings 385,644 |
2011.08.17 |
Ministry of economic affairs certificate no. 10001190150 |
- | - |
(II) Shares Type and Shares Outstanding
| March 31,2024 | March 31,2024 | |||
|---|---|---|---|---|
| Authorized Shares | ||||
| Shares Type | Notes | |||
| Outstandingshares | Un-issued shares | Total shares | ||
| Common Shares | 1,966,781,958 | 3,033,218,042 | 5,000,000,000 | - |
(III) Shareholder structure
| (III) Shareholder structure | (III) Shareholder structure | (III) Shareholder structure | (III) Shareholder structure | (III) Shareholder structure | (III) Shareholder structure | (III) Shareholder structure |
|---|---|---|---|---|---|---|
| March 31,2024 | ||||||
| Shareholder | Foreign | |||||
Government |
Financial |
Other | ||||
| structure | Individual | institutions and |
Subtotal |
|||
institutions |
institutions | corporations | ||||
| Quantity | foreigners | |||||
Number ofpersons |
8 | 58 | 425 | 177,528 | 469 |
178,488 |
| Number of shares held | 16,167,802 | 239,759,342 | 487,180,668 | 977,832,816 | 245,841,330 |
1,966,781,958 |
| Shareholding Percentage (%) |
0.82% | 12.19% | 24.77% | 49.72% | 12.50% | 100.00% |
(IV) Distribution of Equity Ownership
| (IV) Distribution of Equity Ownership | (IV) Distribution of Equity Ownership | (IV) Distribution of Equity Ownership | (IV) Distribution of Equity Ownership |
|---|---|---|---|
| March 31,2024 | |||
| Number of | Number of shares | Shareholding |
|
| Class of Shareholding | |||
| shareholders | held | Percentage (%) |
|
| 1~999 | 63,083 | 10,588,842 | 0.54% |
| 1,000~5,000 | 86,516 | 182,097,381 | 9.26% |
| 5,001~10,000 | 14,349 | 111,007,797 | 5.64% |
| 10,001~15,000 | 4,526 | 56,734,237 | 2.88% |
| 15,001~20,000 | 2,865 | 52,320,569 | 2.66% |
| 20,001~30,000 | 2,433 | 61,382,879 | 3.12% |
| 30,001~40,000 | 1,216 | 43,162,157 | 2.19% |
| 40,001~50,000 | 740 | 33,992,612 | 1.73% |
| 50,001~100,000 | 1,490 | 106,516,240 | 5.42% |
| 100,001~200,000 | 670 | 93,012,186 | 4.73% |
| 200,001~400,000 | 304 | 84,768,230 | 4.31% |
| 400,001~600,000 | 105 | 51,006,573 | 2.59% |
| 600,001~800,000 | 52 | 36,312,292 | 1.85% |
| 800,001~1,000,000 | 26 | 23,854,165 | 1.21% |
| 1,000,001 or more | 113 | 1,020,025,798 | 51.86% |
| Total | 178,488 | 1,966,781,958 | 100.00% |
- 79 -
(V) List of Major Shareholders
| (V) List of Major Shareholders | ||
|---|---|---|
| March 31,2024 | ||
| Shareholder's Name | Number of shares held |
Shareholding Percentage (%) |
| AUO Corporation | 235,230,510 | 11.96% |
| Acer Incorporated. | 89,115,690 | 4.53% |
| Taishin International Bank entrusted with the Qisda Corporation Employee Stock OwnershipTrust Account |
78,119,466 | 3.97% |
| Taipei Fubon Bank entrusted with Fuh Hwa Taiwan Technology Dividend Highlight ETF |
73,415,000 | 3.73% |
| KonlyVenture Corp. | 50,145,113 | 2.55% |
| Darfon Electronics Corp. | 39,859,000 | 2.03% |
| Hua Nan Commercial Bank entrusted with Yuanta Taiwan Value High Dividend ETF |
29,213,000 | 1.49% |
| JPMorgan Chase Bank N.A., Taipei Branch in custody for J.P. MORGAN SECURITIES LTD. |
24,670,325 | 1.25% |
| Chunghwa Post Co.,Ltd. | 19,347,000 | 0.98% |
| JPMorgan Chase Bank N.A., Taipei Branch in custody for Vanguard Total International Stock Index Fund, a series of Vanguard Star Funds. |
18,642,660 | 0.95% |
(VI) Information on Market Price, Book Value, Earnings Per Share and Dividend
| (VI) Information on Market Price, Book Value, Earnings Per Share and Dividend | (VI) Information on Market Price, Book Value, Earnings Per Share and Dividend | (VI) Information on Market Price, Book Value, Earnings Per Share and Dividend | (VI) Information on Market Price, Book Value, Earnings Per Share and Dividend | (VI) Information on Market Price, Book Value, Earnings Per Share and Dividend | (VI) Information on Market Price, Book Value, Earnings Per Share and Dividend |
|---|---|---|---|---|---|
| Unit: NTD | |||||
As of March 31, |
|||||
| Fiscal Year | |||||
2024 |
2023 | 2022 | |||
| Item | |||||
| (Note 6) | |||||
| Market Price Per Share (Note 1) |
Highest | 49.95 | 64.80 | 34.50 | |
| Lowest | 41.80 | 27.20 | 24.05 | ||
| Average | 45.02 |
43.91 | 29.52 | ||
| Net Worth Per Share (Note 2) |
Before Distribution | (Note 7) | 18.84 | 20.71 | |
| After Distribution | - | 17.64 | 18.71 | ||
| Earnings Per Share (EPS) |
Weighted Average Shares Number (thousand Shares) |
1,966,782 | 1,966,782 | 1,966,782 | |
| Earnings per share |
Before retrospective | - | 1.51 | 4.20 | |
| After retrospective | - | 1.51 | 4.20 | ||
| Dividends Per Share |
Cash dividends | - | 1.20 | 2.00 | |
| Dividends (Shares) |
Dividend from retained earnings |
- | - | - | |
| Dividend from capital reserve |
- |
- | - | ||
| Cumulative unpaid dividend | - |
- | - | ||
| Return on |
Price/Earnings Ratio(Note 3) | (Note 7) | 26.68 | 6.97 | |
| Price/Dividend Ratio(Note 4) | - | 33.58 | 14.64 | ||
| Investment | Cash Dividend Yield(Note 5) | - | 2.98% | 6.83% |
Note 1: The highest and lowest of common stock. The average market value is calculated using the trading volume and price for each year.
Note 2: Subject to change after shareholders’ meeting resolution. Note 3: Price/Earnings ratio = Average market price / Earnings per share.
Note 4: Price/Dividend ratio = Average market price / Cash dividends per share. Note 5: Cash dividend yield = Cash dividends per share / Average market price. Note 6: The closure date on March 31, 2024.
Note 7: Up to the publication date of this annual report, no information has been attested or approved by an independent auditor.
Note 8: The financial information in this annual report was made according to IFRS.
- 80 -
(VII) Dividend Policy and Execution Status
-
Article 17 of the Articles of Incorporation of the Company regulates the dividend policy as follows:
-
The Company is in a technology-intensive and capital-intensive technology industry at a developing stage coordinating with long-term capital planning and taking into account the shareholders’ cash flow requirement, the Company's dividend policy is to pay dividends from surplus considering factors to improve the growth and sustainable operation of the Company. Dividend distribution is to consider the expanding the scale of operations and cash flow requirements in the future. When the Company has a profit at the end of each fiscal year and the retained earnings available for distribution of the current year reaches 2% of the paid in capital of the Company, no less than 10% of the retained earnings available for distribution of the current year shall be distributed as dividend. Every year the cash portion of the dividend shall not be less than 10% of the total dividend in the form of cash and stock.
-
The dividend distribution proposal by the Shareholders’ Meeting:
The Company distributed cash dividends of NT$ 2,360,138,350 (NT$ 1.2 per common share), have been approved by the meeting of the board of directors held on March 5, 2024, which will be reported at the 2024 Annual Shareholders' Meeting.
- Major changes expected in the dividend policy: None
(VIII)The impact of dividend distribution proposed by this shareholders' meeting on the
Company’s operating performance and earnings per share:
The Company did not disclose the 2024 financial forecast information and thus does not apply.
(IX) Compensation for employees and Directors
-
The percentage or range of compensation for employees and Director based on the Articles of Incorporation:
-
(1)Regulations from the Articles of Incorporation of the Company:
Articles 16
The Company, if profitable in the year, shall set aside 5~20% of the profit as compensation for the employees and no higher than 1% as remuneration for the directors. However, the Company, when accumulated losses remain on the account, shall reserve a portion of its earnings to offset the losses first. The Company may allocate employees’ remuneration prescribed in the preceding paragraph in the form of stock or cash to employees of an affiliated company meeting certain conditions. The Board or the person duly designated by the Board is authorized to decide the conditions and allocation method.
Article 16-1:
The Board may set aside certain percentage of the proposal for retained earnings distribution. Where there is remainder balance, together with the undistributed profits of previous years, as the earnings available for distributing to common and preferred shareholders, the Board shall propose the earnings distribution plan and submit to the Shareholders’ Meeting for approval by resolution before the distribution.
The rights, obligations and distribution sequence of the Company’s preferred share is executed in accordance with the Company’s Articles of Incorporation and applicable laws and regulations.
Where the aforesaid earnings distribution plan or dividend on preferred share is performed by means of cash dividends, it is proposed the Board of Directors be authorized for resolution. The resolution thereof shall be reported in the Shareholders’ Meeting.
-
81 -
-
Estimation basis of this annual period for the remuneration and compensation for employees and Directors, and the accounting approach for handling the differences between the calculation basis for the shares of employees' remuneration distributed by stock and the actual distributed amount and the estimated number of shares:
The estimated amount of this Annual Period for distribution of remuneration and compensation to employees and Directors is based on the amount (which shall also be listed as operating expenses for the annual period) obtained from the calculation of each pre-tax income (prior to being deducted by remuneration to employees and Directors) from such period multiplying the distribution percentage of remuneration to employees and Directors based on the Company's Articles of Incorporation. If there is any difference between the actual distributed amount and the estimated one, it shall be recognized as profit or loss of next annual period based on the change in accounting estimation.
- The resolution of remuneration distribution by the Board of Directors:
Approved by the Company's Board of Directors on March 5, 2024.
-
(1) Cash compensation of NT$ 245,716,000 paid to employees and NT$ 6,800,000 to Directors.
-
(2) Sum of employees' compensation in stock and its proportion of the net income after tax (NIAT) provided in the Individual Financial Statement and the total sum of employees' compensation: Not applicable.
-
4 Actual distribution of employees and Directors' compensation in the previous year, and the difference, reasons, and processing situation for the employees and Directors' compensation that were recognized:
-
(1) The amount distributed to employees’ remuneration in cash was NT$ 681,239,000 and NT$ 18,672,000 for Directors’ one.
-
(2)The difference between the proposed distribution amount approved by the Board of Directors and the actual amount distributed: the actual distributed amount was the same as the proposed distribution amount approved by the Board of Directors.
(X) Repurchase of the Company’s Shares by the Company:
No repurchase of the Company’s shares by the Company was conducted in the most recent two annual periods and as of the printing date of the Annual Report.
II. Corporate bond processing
-
(I) Information regarding Corporate Bonds:
-
Proceed in accordance with Article 246 of the Company Act.
-
The company has issued one domestic secured ordinary corporate bond in 2022. The offering and issuance status of the bond are as follows:
-
A. Approval Number: The first domestic secured ordinary corporate bond was approved by Taipei Exchange Letter No. Securities-TPEx-Bond 11100060991 dated June 20, 2022.
-
B. Issuance Status: The issuance was approved by the Board of Directors on March 7, 2022, and finished the raising on June 28, 2022.
-
C. Purpose and benefits of the issuance: Repay loans from financial institutions, and strengthen the company’s financial structure.
-
D. Total Offering: NT$3 billion in total.
-
E. Interest rate: Coupon rate: fixed rate at 1.80% per annum.
-
F. Period: 5-year period. Issuance date: June 28, 2022. Maturity date: June 28, 2027.
-
G. Repayment method: The bonds will be repaid in one lump sum; the maturity date is five years from the issuance date.
-
H. Interest payment method: Simple interest is paid once a year.
(II) Information regarding the Conversion Bonds: None.
(III) Information regarding Exchange Corporate Bonds: None.
(IV) Information regarding Shelf Registration for Corporate Bonds: None.
-
(V) Information regarding Corporate Bonds with Attached Warrant: None.
-
82 -
-
III. Handling of preferred shares (including preferred shares outstanding and in process)
(I) Handling of preferred shares: None
- (II) Information regarding preferred shares with attached warrant: None.
IV. Implementation of Overseas Depository Receipts
| IV. Implementation of Overseas Depository Receipts | IV. Implementation of Overseas Depository Receipts | IV. Implementation of Overseas Depository Receipts | IV. Implementation of Overseas Depository Receipts |
|---|---|---|---|
| March 31, 2024 Issue Date Item 1999.07.07/2002.01.22/2002.01.30/2003.07.10/2005.12.19 Issuance and trading place LuxembourgStock Exchange Total Issued Amount US$1,433,094,000 Unit Issue Price(Note 1) US$23.22,US$6.15,US$4.68 Total number of issued (units) (Note 2) 80,359,340 Units The source of securities represented As the Common Shareholder of Qisda The amount of securities represented 400,370,965 shares The rights and obligations of holders of depositary receipts 1. The holder of the depositary receipts may exercise its depositary receipts to recognize the voting rights of shares. 2. If Qisda issues stock dividends or other rights in the future, the Depositary Institution may issue the deposit certificate with the equivalent amount based on the original shareholding ratio of the holder of the depositary certificate, or increase shares of common stock recognized by each unit of the depositary receipt. 3. The holder of the depositary receipt may request the Depositary Institution to redeem and deliver the shares of Qisda's common stock recognized by the depositary receipt; or request the Depositary Institution to redeem and sell the shares of Qisda's common stock recognized by the depositary receipt. Trustee Citibank N .A. Depository Citibank N .A. New York Branch Custodian Citibank N .A. Taipei Branch Outstandingamount(Note 3) 285,149 Units The allocation methods on the relevant costs incurred as a result of the issuance and during the effective period. The expenses related to the issuance shall be apportioned by the Company and the selling shareholders in proportion to the actual number of shares sold. After the issuance, except for the agreement between the Company and the Depositary Institution, the expenses for the duration of all overseas depositary receipts shall be borne bythe Company. Important Agreements for Depositary and Custody Contracts None Market Price Per unit (US$) 2023 Max. US$ 7.91 Min. US$ 4.71 Avg. US$ 3.27. As of March 31, 2024, Max. US$ 7.43 Min. US$ 6.98 Avg. US$ 7.24 |
|||
| Issue Date | |||
| 1999.07.07/2002.01.22/2002.01.30/2003.07.10/2005.12.19 | |||
| Item | |||
| Issuance and trading place | LuxembourgStock Exchange | ||
| Total Issued Amount | US$1,433,094,000 | ||
| Unit Issue Price(Note 1) | US$23.22,US$6.15,US$4.68 | ||
| Total number of issued (units) (Note 2) |
80,359,340 Units | ||
| The source of securities represented |
As the Common Shareholder of Qisda | ||
| The amount of securities represented |
400,370,965 shares | ||
| The rights and obligations of holders of depositary receipts |
1. The holder of the depositary receipts may exercise its depositary receipts to recognize the voting rights of shares. 2. If Qisda issues stock dividends or other rights in the future, the Depositary Institution may issue the deposit certificate with the equivalent amount based on the original shareholding ratio of the holder of the depositary certificate, or increase shares of common stock recognized by each unit of the depositary receipt. 3. The holder of the depositary receipt may request the Depositary Institution to redeem and deliver the shares of Qisda's common stock recognized by the depositary receipt; or request the Depositary Institution to redeem and sell the shares of Qisda's common stock recognized by the depositary receipt. |
||
| Trustee | Citibank N .A. | ||
| Depository | Citibank N .A. New York Branch | ||
| Custodian | Citibank N .A. Taipei Branch | ||
| Outstandingamount(Note 3) | 285,149 Units | ||
| The allocation methods on the relevant costs incurred as a result of the issuance and during the effective period. |
The expenses related to the issuance shall be apportioned by the Company and the selling shareholders in proportion to the actual number of shares sold. After the issuance, except for the agreement between the Company and the Depositary Institution, the expenses for the duration of all overseas depositary receipts shall be borne bythe Company. |
||
| Important Agreements for Depositary and Custody Contracts |
None | ||
| Market Price Per unit (US$) | 2023 | Max. | US$ 7.91 |
| Min. | US$ 4.71 | ||
| Avg. | US$ 3.27. | ||
| As of March 31, 2024, | Max. | US$ 7.43 | |
| Min. | US$ 6.98 | ||
| Avg. | US$ 7.24 |
Note 1: For the number of shares of the securities recognized by each unit. In September 2000, each unit recognized 10 shares of common stock and later changed to 5 shares.
Note 2: The number of issued volumes was the sum of the issued volume on the initial issuance date and the additional issued volume amounts after the initial issuance. On October 15, 2007, the Company reduced its capital, and the circulation balance exchange rate was reduced from 1,000 shares to 600 shares.
Note 3: As of March 31, 2024
- 83 -
V. Employee stock option handling status:
(I) Employee stock option handling status:
-
1.As of the publication date of the annual report, the processing situation and impact on shareholders' right from employee stock option that have not matured yet: Not applicable.
-
2.Names, acquisition, and subscription of managers who have obtained employee stock option as well as employees who rank among the top 10 in terms of the number of shares obtained via employee stock option, cumulative up to the date of publication of the annual report: Not applicable.
-
(II) Operations of new restricted employee shares:
-
1.As of the date of publication of the annual report, new restricted employee shares that have not fully met the conditions and the impact on shareholders' right: The Company has not issued new restricted employee shares, so it is not applicable.
-
2.Names of managers and top ten employees holding new restricted employee shares as of the publication date of the annual report and the conditions of receiving such shares: Not applicable.
-
VI. Issuance of new shares in connection with the merger or acquisition of other corporations
-
(I) In the most recent year up to the publication date of the annual report, the Company has completed merger and acquisition of other corporations to issue new shares: Not applicable.
-
(II) In the most recent year up to the publication date of the annual report, the Board of Directors of the Company has approved merger and acquisition of other corporations to issue new shares: Not applicable.
VII. Implementation status of fund application
-
(I) As of one quarter before the publication date of this annual report, plan for previous issuance or private placement of securities that have not been completed, or that have been completed but no benefits achieved within the past three years: Not applicable.
-
(II) As of one quarter before the publication date of this annual report, processing condition for previous issuance or private placement of securities that have not been completed, or that have been completed but no benefits achieved within the past three years: Not applicable.
-
84 -
Overview of Operations
I. Operational Guidelines
- (I) Sales of Major Products (Services)
| Overview of Operations I. Operational Guidelines (I) Sales of Major Products (Services) |
Overview of Operations I. Operational Guidelines (I) Sales of Major Products (Services) |
Overview of Operations I. Operational Guidelines (I) Sales of Major Products (Services) |
|---|---|---|
| Unit: NT$ 1,000 | ||
| Mainproducts | Revenue in 2023 | % |
| Electronicproduct | 188,699,848 | 93% |
| Others | 14,894,933 | 7% |
| Total | 203,594,781 | 100% |
- (II) Production volume for the past two years
Unit: NT$ 1,000
| Year | 2023 |
2023 |
2023 |
2022 | 2022 | 2022 |
|---|---|---|---|---|---|---|
| Main | Production | Production | ||||
| Production | Production | Production | Production | |||
| products | Capacity | Capacity | ||||
| Quantity | Value | Quantity | Value | |||
| (Note) | (Note) | |||||
| Electronicproduct | - | - |
124,405,019 |
- |
- |
171,669,190 |
| Others | - | - |
- |
- |
- |
- |
- (III) Sales volume for the past two years
Unit: NT$ 1,000
| r 2023 Domestic sales Export sales Amount (Note) Value Amount (Note) Value |
r 2023 Domestic sales Export sales Amount (Note) Value Amount (Note) Value |
r 2023 Domestic sales Export sales Amount (Note) Value Amount (Note) Value |
r 2023 Domestic sales Export sales Amount (Note) Value Amount (Note) Value |
r 2023 Domestic sales Export sales Amount (Note) Value Amount (Note) Value |
r 2023 Domestic sales Export sales Amount (Note) Value Amount (Note) Value |
2022 | 2022 | 2022 | 2022 | 2022 | 2022 | ||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Yea | |||||||||||||
| Export sales | Domestic sales | Export sales | |||||||||||
| Main | |||||||||||||
| Value | Amount | Value |
Amount | Value |
Amount | Value |
|||||||
| products | |||||||||||||
| (Note) | (Note) | (Note) | |||||||||||
| Electronicproduct | - | 32,195,524 |
- | 156,504,324 | - |
45,777,082 | - |
179,947,665 | |||||
| Others | - | - |
- | 14,894,933 |
- |
- |
- |
14,112,549 |
|||||
| Note: There are many types of products in the company, and the measurement units of each product are different, so the sales volume and output are not listed. (IV) A list of any suppliers and clients accounting for 10% or more of the company's total procurement (sales) amount in either of the 2 most recent fiscal years, the amounts bought from (sold to) each, the percentage of total procurement (sales) accounted for by each, and an explanation of the reason for increases or decreases in the below figures. 1.Major Suppliers Information for the past two years Unit: NT$ 1,000 |
|||||||||||||
| 2023 | 2022 | ||||||||||||
| Item | As % of Net | Relationship | As % of Net | Relationship | |||||||||
| Company | Amount | Company |
Amount | ||||||||||
| Procurement | withQisda |
Procurement | withQisda |
||||||||||
| 1 | CompanyA |
28,072,604 | 16% | - | CompanyA | 35,771,774 | 17% | - | |||||
| 2 | Other 1 |
42,446,274 | 84% | - | Other | 169,504,454 | 83% | - | |||||
| Total | Net Procurement |
170,518,878 | 100% | - | Net Procurement |
205,276,228 | 100% | - |
Reasons for increase or decrease: There have been no major changes in the past two years.
- 2.Major Sales Customer Information for the Past Two Years
Unit: NT$ 1,000
| 2023 | 2023 | 2023 | 2023 | 2022 | 2022 | 2022 | 2022 | |
|---|---|---|---|---|---|---|---|---|
| Item | As % of | Relationship | As % of | Relationship | ||||
| Company | Amount | Company |
Amount | |||||
| Net Revenue | withQisda |
Net Revenue | withQisda |
|||||
| 1 | CompanyA | 37,490,465 | 18% |
- | CompanyA | 52,964,826 | 22% |
- |
| 2 | Other | 166,104,316 | 82% |
- | Other | 186,872,470 | 78% |
- |
| Total | Net Revenue | 203,594,781 | 100% |
- | Net Revenue | 239,837,296 | 100% |
- |
Reasons for increase or decrease: There have been no major changes in the past two years.
- 85 -
(V) Operations Overview
-
a. Our Businesses
-
Business Scope
-
(1) Business Overview
LCD Products: Qisda maintains the 2nd largest DMS (Design and Manufacturing Services) manufacturer in the industry. Qisda will continue to focus on fortifying relationship with customers, developing new product features and engaging in value-added vertical integration activities such as panel module design and assembly as well as in-house mechanical parts manufacture. Furthermore, Qisda continued with its active research and development of new functions and applications for professional and integrated design display solutions in order to gain a larger share of the professional monitor market.
Projector Products: Qisda group projector business maintained worldwide leading position in 2023. Qisda is the only manufacturer in Taiwan that is capable of both DLP and LCD projector mass production and shipment. Compared with 2022, global projector market volume is decreased in 2023.
Medical Services: Nanjing BenQ Hospital (NBH), which commenced operations in 2008, has been rated as a Grade A Class III hospital since 2022, being the first private hospital so rated in Nanjing, Jiangsu Province. NBH was recognized as one of the first batch of National Chest Pain Center Accreditation Units and a National Health Management Demonstration Base. NBH has established various national and provincial key disciplines and medical specialties. Meanwhile, Suzhou BenQ Hospital (SBH), which commenced operations in 2013, is a Class III general hospital and passed JCI certification in 2020. SBH was also recognized as a National Chest Pain Center, Certified Atrial Fibrillation Center and National Stroke Prevention and Treatment Center. In 2023, the total inpatient visits at the two hospitals reached 81.9 thousand, and the total outpatient visits at the two hospitals in aggregate reached approximately 2,080.3 thousand.
- (2) Product Scope
LCD Products:
15.6”/17”/19”/19.5”/21.5”/22”/23.x”/24”/24.5”/27”/28”/31.5”/32”/34”/35”/37.5”/49”/55”/65” consumer and commercial LCD monitors, wide-screen and professional LCD monitors, medical monitors, and smart monitors.
Projector Products: A wide range of projectors for large venue, 4k/2k home, office and educational applications.
Medical Service: General healthcare services that comprise inpatient healthcare services and outpatient healthcare services.
-
Industry Overview
-
(1) Current Status and Development of Industry
LCD Products: As indicated by market intelligence research reports, the quantity of LCD monitor market declined at an annual rate of 6.5% in 2023. The market forecast for LCD monitors in 2024 is expected to keep even or have slightly growth. The demand from enterprises and consumers is soft in the 1st half year and expect the demand will bounce back in the 2nd half. Therefore, the critical challenge is how to manage the stocks of finish good well and increase adequate stocks for long lead-time material. Besides, fulfill customer’s urgent demand and find out new demand and opportunities are the key direction. In order to enhance the competitive edge, Qisda will devote our focus and resource and take advantage of good relationship in supply chain to cater customer’s demand and expectation.
Projector Products: According to industry analysis reports, the total number of projector shipment worldwide was 5.65 million units in 2023, with a flat or minor increased expectation for 2024. The volume ratio for high brightness, high resolution and solid state lighting source projectors will continue to increase in the future. Also the growth in large venue, home and personal/mobile scenarios enables the sales volume of projectors with 1080p, 4k and 3D/HDR features to grow rapidly. Educational and office applications are supposed to decline due to the expansion of flat panel displays.
- 86 -
Medical Services: The medical market in mainland China is expected to grow rapidly in parallel with the country’s swift economic development and increase of medical insurance coverage. Plus, the country’s governmental policies encourage the establishment of private medical institutes and such policies will further accelerate the expansion of market size of private hospitals.
- (2) Connection of Upstream, Midstream and Downstream Industries
LCD Products: Upstream business partners consist mainly of LCD panel manufacturing and module assembling plants, including key components such as LCD panels, LED backlight modules and control chipsets. Midstream and downstream partners include system integrators and brand customers, which represent a mature and competitive market. Qisda has developed and maintained strong and long-term relationship with all of its upstream strategic suppliers and downstream brand customers.
Projector Products: Upstream partners consist of a line of optoelectronic device makers, including panel chipset, lens and specialized lamp/ SSL manufacturers. Midstream and downstream partners include projector manufacturers and brand customers. An intimate yet intricate relationship exists amid upstream, midstream and downstream partners as alliance and competition intertwines among business competitors.
Medical Services: NBH is an affiliated hospital of Nanjing Medical University, as well as the Teaching Hospital for Southeast University Medical School and Nanjing University of Chinese Medicine. In addition, NBH was recognized as the Jiangsu Provincial Postdoctoral Innovation Practice Base and a Provincial Blood Purification Training Base. SBH has jointly established a Soochow University — BenQ Clinical Medical Research Institute with Soochow University. SBH also collaborates with medical universities such as Taipei Medical University and Kaohsiung Medical University to create a cross-strait medical transformation platform that promotes scientific research and technological cooperation.
- (3) Trends in Industrial Development and Competition Status
LCD Products: To survive in the mature LCD monitor market, in addition to increasing cost competitiveness and offering flexible delivery, Qisda aims to work closely with brand customers to develop gaming monitors and those with ultra-high resolution, cloud connectivity, wireless application, ultra slim ID, curved and other customized and specialty application products to fulfill diverse demands of the niche market. Besides, through vertical integration of panel module design and assembly, system integrators can elevate their value in the supply chain and increase the ability of differentiation in product design. Seeking for out of China manufacturing is key topic in international brand customers. Qisda Vietnam factory is the 1st facility went into the massive production around monitor ODM. We will take of the advantage to create the value and leading position.
Projector Products: The projector market has expanded as improvements applied to commercial projectors accelerated due to the advent of the latest technologies. In addition to an economical price tag, projectors have become smaller and lighter while the brightness and resolution have been vastly enhanced. It is estimated that the demand for projectors may increase globally with the expansion of high-resolution and high-brightness projectors for meeting rooms and multi-media home entertainment projectors for home theaters. Meanwhile, due to the popularity of personal mobile devices and variety of wireless data applications, the growth of personal and home multimedia markets over the entertainment ones is becoming a foreseeable trend in the future.
Medical Services: According to Frost & Sullivan, driven by economic growth, favorable policies and expanding yet diversifying public demands for healthcare services in recent years, private hospitals in mainland China have outpaced public hospitals in growth due to their flexibility in management models, service offerings and pricing. As a pioneer and leader among private for-profit general hospital groups in mainland China, our leading healthcare service capabilities, operational capabilities and highly scalable and standardized management model bestow upon us tremendous competitive advantages. These advantages allow us to capitalize on the significant growth prospects for private hospitals and achieve sustainable and rapid growth in the years ahead.
-
87 -
-
Technology and R&D Overview
-
(1) Developing Successful Technology or Products
LCD Products: QD-OLED 27”(360Hz) QHD/31.5”(240Hz) UHD, Ultra-fast IPS/500Hz and E-TN/540Hz gaming monitor, 96-zone cost-competitive local dimming, DisplayHDR 1400 certification, DP 2.1/4K monitor, 1000R curved monitor, Thunderbolt 4-enabled feature displays ; 4-side like borderless, portable screen, and Eyesafe-certified monitors ; G-Sync R4/super high refresh rate and Night Vision enabled gaming display ; color management (photographer and video postproduction usages) monitors.
Projector Products: LED personal portable projectors, LED high brightness commercial projectors, LED 4K UHD gaming projectors, LASER 4K UHD high brightness installation Projectors.
Medical Services: NBH has established multiple key disciplines and medical specialties that are highly regarded in the industry. As of December 31, 2023, NBH had (i) one National Key Clinical Discipline in Thoracic Surgery; (ii) one Jiangsu Provincial Key Clinical Discipline in the Department of Medical Imaging, and one Jiangsu Provincial Key Clinical Discipline Construction Unit in the Department of Urology; and (iii) 16 Nanjing Municipal Key Medical Disciplines. SBH passed the JCI certification in 2020. SBH was also recognized as a National Chest Pain Center, Certified Atrial Fibrillation Center and National Stroke Prevention and Treatment Center. With an acute understanding of market demands, SBH has pursued a differentiated development strategy and accumulated distinctive strengths in departments such as gynecology, pediatrics, geriatrics and rehabilitation.
Smart Hospital: NBH and SBH have developed a “Smart Hospital” operating model and
established a “three-in-one” system integrating Smart Healthcare, Smart Services and Smart
Management. In February 2023, both NBH and SBH were rated as Class IV Grade A Interconnection Hospital. This achievement symbolizes the hospitals’ advanced level of integration in terms of intelligent healthcare information systems and their abilities to achieve comprehensive information sharing throughout their respective entire institution.
- (2) Annual Major Actions on R&D and Technology in the Future
LCD Products: Next generation 4-side like frameless, Quick Access Module (USB Hub), Dualmode WOLED monitors, super high brightness and multiple-K zone, cost-effective HDR product, quantum-dot coupled with cadmium-free wide color gamut, 8K/60Hz & 6K/120Hz highresolution, USB4/Thunderbolt 5/PD 3.1(140W) application, High power supply (> 200W) solution, curvature below 1,000R monitors, 300/400/600 Hz high refresh rate & high resolution/quick response time, G-sync/FreeSync professional gaming monitors, paper-like display, ES 9.0/TCO 10 compliance and 50% recycle steel application, full range of color adjustment solutions and display software solutions.
Projector Products: LED 4K UHD personal portable projectors, LASER ultra short throw personal portable projectors.
LASER high brightness projectors, LASER 4K UHD high brightness home theater projectors
Medical Services: Both NBH and SBH will continue to elevate the standards of multidisciplinary medical expertise and enhance medical diagnostic and research capabilities. SBH plans to proceed with obtaining Grade A Class III accreditation within the next five years. Both NBH and SBH will continually improve their healthcare service quality by investing in advanced medical facilities, equipment and technologies, while attracting more talented doctors and healthcare professionals to join the two hospitals.
Smart Hospital: Both NBH and SBH will continuously develop smart healthcare platform and advanced diagnosis and solutions. Additionally, the hospitals will continuously introduce the most advanced service modes and diagnosis and treatment technologies to improve operational efficiency and service standardization. For example, the hospitals plan to increase the application of AI technology in providing healthcare services to patients and in the future operation and management of the hospitals.
-
88 -
-
Long-Term and Short-Term Business Development Plan
-
(1) Short-Term Plans:
LCD Products:
-
Solidify the leading position and provide high-end products.
-
Provide all sizes of LCD displays and promote large-size, high-performance and LED backlight models while actively engaging in monitor-related application researches as ways to maintain Qisda’s position as one of the top three manufacturers worldwide.
-
Increase add-on value in value chains through vertical integration, such as panel module assembly, backlight module design, in-house stamping and in-house plastic injection.
Projector Products:
-
Solidify the leading position and provide one-stop services featuring hardware and software integrated solutions.
-
Continue developing DLP and LCD projector technologies in order to maintain technological advantage and superiority within the industry.
-
Cultivate the home projector market utilizing comprehensive product lines. Keep developing solutions for high resolution and high brightness. Improve the quality of wireless transmission
-
Medical Services:
-
Solidify the advantage of NBH and SBH and enhance medical expertise through academic research to continuously improve service quality and patient satisfaction.
-
Further scale up operations of NBH and SBH to expand service capabilities.
-
Continuously develop smart healthcare platform and advanced diagnosis and solutions to improve operational efficiency and service.
-
(2) Long-Term Plans:
LCD Products:
-
Enhance product customization capabilities and eliminate inefficient activities within the value chain through the synchronization of design and production process of backlight module and displays, thus offering diversified and value-added products.
-
Continue cooperating with AUO Corporation Meanwhile, form strategic alliances with other major panel suppliers.
-
Expand professional monitor offerings to industrial design, professional CAD/CAM usage, video post-production, color management and medical application markets.
-
Optimize hardware and software integrated solutions to provide better user experience in order to create value-added services and increase customers’ brand loyalty.
Projector Products:
-
Expand and enhance product diversifications for mainstream product lines.
-
Accelerate the development of high-end and SSL models to complete product offering.
Medical Services:
-
Form regional medical alliances that covers the full cycle of care needs to promote resource sharing and patient referrals.
-
Extend our healthcare service platform through acquisitions.
-
b. Market and Sales Overview
-
Market Analysis
-
(1) Main Sales Areas
LCD Products: Worldwide
Projector Products: Worldwide
- 89 -
Medical Services: The cities of Nanjing and Suzhou in China
- (2) Market Share (Key Performance Indicator)
LCD Products: Being one of the top two LCD monitor manufacturers worldwide that occupies the leading position in the industry, Qisda held an approximately 13% of market share in 2022. 23”-plus monitors occupy 84% in product portfolio, which is better than industry average.
Projector Products: With market share at approximately 12%, Qisda group is the worldwide No. 4 projector company in 2023. In terms of brand projectors, the market share reached 7% in 2023, ranking fourth globally.
Medical Services: As measured by revenue in 2022, we are the largest private for-profit general hospital group in the East China region and the fifth largest private for-profit general hospital group nationwide, according to Frost & Sullivan. As measured by revenue in 2022, NBH is the fourth largest private for-profit general hospital in mainland China and the largest private forprofit hospital in Jiangsu Province, according to the same source.
- (3) Future Market Supply and Demand and Future Growth, Competitive Niche and Advantages and Disadvantages of the Company's Vision of Development and Response Measures
LCD Products:
- A. Advantages:
As the industry consolidates, big players are likely to remain large. Furthermore, the demand of large-size, borderless and low blue light features has been increasing as well as the demand of professional and gaming monitors.
- B. Disadvantages:
Severe price competition in a matured market as cost and price become extremely important to brand customers and consumers. Moreover, next-generation array/cell lines go into massive production gradually in the upcoming years. If the demand of end product does not rise accordingly. This will cause the situation of panel over-supply seems to be inevitable. C. Response Measures:
-
i. Provide displays with all panel sizes and promote large-size, high-performance and LED backlight monitors where Qisda is believed to possess distinct advantage over competitors. ii. Cultivate and maintain strategic partnerships with top-tier panel vendors to ensure smooth supply of critical parts.
-
iii. Increase add-on value within the value chain through vertical integration, such as integrating the design/assembly process for panel module and backlight module and increasing the ratio of in-house stamping and in-house plastic injection.
-
iv. Optimize product portfolio by strengthening large-size and high-end professional models.
-
v. Product differentiation: Continue with the development of value-added products to increase profitability, avoid price wars and satisfy the demand for multiple displays per room/family.
Projector Products:
A. Advantages:
In addition to the benefit from economies of scale, leading technologies allow Qisda’s projectors to remain competitive on a global scale and market share is expected to continue its growth. The brand projector market shows a trend of consolidation, widening the lead over subsequent competitors. Coupled with a globally leading technological competitive advantage, this helps to continue driving the market share upwards.
B. Disadvantages:
Shorter projector product lifecycle and market price disruption caused by growing number of competitors and similar products.
-
C. Response Measures:
-
a. Increase operational efficiency in order to control inventory and fulfill customer needs.
-
b. Strengthen product lineup by increasing the ratio of products with high gross profits.
-
90 -
-
c. Deeply understand consumer needs and accelerate product development lead-time.
-
d. Provide a comprehensive solution for SSL products
-
e. Improve price margin by enhancing high end product portfolio.
Medical Services:
- A. Advantages:
Driven by economic growth, favorable policies and expanding yet diversifying public demands for healthcare services in recent years, private hospitals in mainland China have outpaced public hospitals in growth due to their flexibility in management models, service offerings and pricing. The high entry barrier of healthcare service sector and our hospital management experience also makes it impossible for competitors to catch up instantly.
- B. Disadvantages:
Public hospitals have traditionally held a prominent position in delivering healthcare services in mainland China, and doctors usually hesitate about joining private-owned hospitals. This forms an obstacle in personnel recruitment and development.
- C. Response Measures:
China government encourages the investment of hospitals by private capitals. In the future, private-owned hospitals will gradually benefit from policies that were only favorable to their state-owned counterparts in the past. With highly advanced hospital management skills and an experienced team backed by the strength of vertical integration within the BenQ group, undoubtedly the BenQ Hospitals will become the leader in the field of medical industry in mainland China.
-
Important Applications and Manufacturing Processes of Main Products
-
(1) Important Applications of Major Products
LCD Products: Visual display of computer and video/audio device outputs.
Projector Products: Portable and multi-user capacity; specifically, conferences, meetings and trainings for commercial and educational institutions, as well as provide theater-quality videos for home theaters and gaming consoles.
Medical Services: Not applicable.
- (2) Manufacturing Processes:
LCD Products: Incoming inspection Assembly Pre-set Burn-in Function test Exterior inspection Packaging Inventory Shipping.
Projector Products: Incoming inspection Optical system assembly Module assembly Burn-in Final test Packaging Inventory Shipping. Medical Services: Not applicable.
- Supply Status of Main Materials
LCD Products: Continue cooperating with AUO Corporation to develop superior vertical integration as well as maintaining close partnerships with Taiwan, China & Korea panel vendors in order to ensure smooth supply of panels at lower costs.
Projector Products: The stable supply of key components, such as DMD and LCD panels, are crucial to projector business as suppliers are limited to TI, Epson and Sony. Lamp/SSL suppliers are in a similar state due to the industry’s high entry barrier. Qisda has maintained close relationship with suppliers to ensure smooth supply of key components.
Medical Services: Not applicable.
Note: Please refer to the 2023 Annual Reports of the Company’s Subsidiaries BenQ Materials Corporation, BenQ Medical Technology Corporation, Partner Tech Corp., DFI Inc., DATA IMAGE CORPORATION, MetaAge Corporation, SIMULA TECHNOLOGY INC. and Alpha Networks Inc. to respectively see its Overview of Operations.
- 91 -
II. Employee Information
| As of March 31, | ||||
|---|---|---|---|---|
| Year | 2023 | 2022 | ||
| 2024(Note1) | ||||
| Total number of employees |
Direct employee | 11,545 | 12,330 | 11,734 |
| Indirect employee | 11,745 | 11,889 | 12,555 | |
| Total | 23,290 | 24,219 | 24,289 | |
| Average age | 37.4 | 36.6 | 35.9 | |
| Average duration of service(years) | 7.1 | 6.9 | 6.7 | |
| Educational distribution ratio (%) |
Director of Philosophy | 0.7% | 0.7% | 0.7% |
| Master's Degree | 17.1% | 16.6% | 15.4% | |
| Bachelor's Degree | 49.0% | 47.5% | 51.8% | |
| Senior high school | 27.1% | 29.3% | 27.6% | |
| Senior high school below | 6.1% | 5.9% | 4.5% |
Note 1: As of March 31, 2024 (the Printed Date).
III. Environmental Protection Expenditures
Losses (including indemnity) caused by environmental pollution and the total indemnity amount involved in the most recent year up to the date this report is published; accounts of future countermeasures (including improvement actions) and possible expenditures (including loss, disposition, and an estimate of indemnity incurred by a failure to implement countermeasures; if a reasonable estimation cannot be made, the justification shall be provided):
-
Losses (including indemnity) caused by the environmental pollution in the most recent year up to the date this report is published, the Company is in compliance with the environmental protection acts. The Company and its subsidiaries were not fined for any other violations against the relevant regulations or requested of environmental improvement from environmental organization in the most recent year up to the publication date this report.
-
Future countermeasures thereof (including improvement actions) and possible expenditures: None. (The Company and its subsidiaries have always put emphasis on environmental protection works. Apart from internal pollution prevention and controls, the factory areas are being continuously improved according to the requirements of the environmental management system (ISO14001:2015), and all facilities are set up according to the relevant regulations to prevent environmental pollution losses.)
-
Please refer to the 2023 Annual Reports of the Company’s Subsidiaries BenQ Materials Corporation, BenQ Medical Technology, Partner Tech Corp., DFI Inc., DATA IMAGE Corporation, MetaAge Corporation, SIMULA TECHNOLOGY INC. and Alpha Networks Inc. to respectively see its environmental protection expenditures.
IV. Labor-Management Relations
List of employee benefits, in-service training, internal training, retirement system, and implementation status, as well as employer-employee agreements, and protection measures for employee entitlements:
-
Employee welfare and implementation: The Company has always been adhered to the business philosophy as “respecting humanity” and “caring for employees”. In order to fully take care of the physical and mental health of staff and their relatives, and to establish a life support so that the staff can be dedicated to their work without unnecessary worries. The Company provides and sponsors various welfare plans, and the Welfare Committee is composed of staff themselves. The main measures for the planning and implementation of welfare are as follows:
-
92 -
-
a. The Company offers: National Health Insurance, Labor Insurance, travel insurance, labor pension plans, fund for arrear wage debts, occupational injury insurance, Employee Stock Ownership Trust, outpatient center, nursery room and industrial doctors.
-
b. The Company additionally offers: Annual festival and performance bonuses, childcare allowance group insurance and health examination, employee remuneration, wedding, funeral and disease support, food stipend subsidy, breakfast lounge, employee training and education program, and staff dorms.
-
c. Welfare Committee plans: Club activities, various travel/social activities, various creative/sports competitions, annual gift vouchers, art activities, movie-going, life lectures, massage support, gym and fitness classes, EAP programs, internal coupons, coffee machine and other convenient services.
-
d. There are convenient measures within the premise of the Company, including convenience stores, cafes, fruit stands, banking and insurance services, and laundry. In addition, the festival sales events are launched from time to time to provide affordable goods our staff need daily.
2. Employee Training
The company places great emphasis on employee training and development. To provide a clear career development blueprint, substantial resources have been allocated. This includes integrating both physical and online learning platforms for employees to undertake relevant courses, and introducing both internal and external resources to develop the Qisda Academy for training employees. Additionally, to convey the importance of social responsibility among employees, courses related to green products, as well as relevant courses like EICC, QC 080000, ESH, and SA8000, are incorporated as mandatory for all colleagues.
The training is based at the Qisda Academy, and courses are categorized into four institutes according to function and participant type: the Institute for Learning and Growth, the Institute for Leadership and Management, the Institute for Professional Development, and the Institute for Innovation and Improvement. These institutes provide a comprehensive learning blueprint tailored to different learning needs. In terms of learning channels, besides physical courses, the Company also provides an internal e-learning platform and a knowledge sharing platform for employees to engage in real-time course studies.
The four institutes cover various types of training courses: The Institute for Learning and Growth includes comprehensive training and orientation for new hires, and courses related to employee competencies, also offering multiple choices for self-development and professional certification. The Institutes for Professional Development and Innovation and Improvement are designed to enhance job-specific knowledge and skills, and to cultivate innovative capabilities through courses in research and development or marketing. Moreover, in response to future trends, courses such as design thinking, innovative development tools, market/business analysis, brand marketing, Python, and industry trend lectures are progressively introduced, helping all colleagues better understand market dynamics, industry trends, and enhance business acumen. The Institute for Leadership and Management tailors its content to the managerial needs of supervisors at different levels, including role responsibility awareness, staff development, team goal setting and advancement, employee performance management and appraisal, and building teams, systematically enhancing their leadership and management skills."
Since the early 2007, the Company has introduced “Six Sigma” to develop the “Continuous Improvement Program” (CIP) to provide concepts and tools employees need for improving their works. And through a series of course design and CIP project implementation, we can help employees to apply the knowledge and skills learned in the course to the actual workflow. More than 6,300 CIP projects have been carried out worldwide, and the improvement results have been significant.
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Our employees have always been a very important asset for the Company. In order to enable employees to grow with the Company, we have continued to invest sufficient resources to promote the talent training program. In the future, the Company will continue to develop Qisda Academy and increase the training access to provide more effective training and education for employees and help them apply what they have learned into actual work.
Statistics on the 2023 global employee education
==> picture [182 x 126] intentionally omitted <==
and training implementation, and the proportion of the number of classes in each course are as follows:
-
Retirement Policy and execution
-
a. The Company has Retirement Policy.
-
b. In May of 1986, the Supervisory Committee of Workers’ Pension Preparation Fund was established and approved by Taoyuan County Government. In November of 1986, the company began to allocate pension based on 2%~15% of the total monthly wage.
-
c. Starting from July 2005, the new labor pension plan was implemented in accordance with the law, and allocate pension 6% by monthly.
-
d. According to the provisions of International Accounting Standard (IFRS), the actuary is required to conduct evaluation on the pension reserve fund, and submit an actuarial assessment report.
4. Employee Code of Conduct
The Company issued the "Integrity Handbook" as the highest standard of employee behavior. Moreover, the company regularly conducts employees training, which covering "conflict of interest", "legal compliance", "business secrets and company assets" and "participation in political activities," etc. worldwide.
All the employees of the Company shall abide by the following declaration of good faith:
-
We shall adhere to all ethics with the highest standards
-
We shall also respect official laws and Company regulations
-
All our languages, words and deeds shall be carried out in good faith
-
We are strictly prohibited from abusing privileges for illegal misconduct
-
We shall do our best to avoid any suspected interest transmission
-
We shall never engage in any ethical violations
-
We shall seek assistance upon any puzzling of decision-making
-
We shall fully cooperate in the investigation of illegal activities
-
We shall immediately notify the supervisors upon any discovery of illegal activities
-
We extend our business partners based on the code of integrity
In addition, based on the appointment and management of personnel and the compliance of the organization, the Company has a "working rules" and related regulations covering the following matters:
-
a. Grade and rank system: It lists the Company’s job series, job categories, positions and titles, and regulates the grade and rank promotion rules.
-
b. New recruits probation assessment: Stipulates the assessment regulations for probation.
-
c. Attendance and leave regulations: Regulations such as leave, overtime, flexible work, annual leave and commemoration days.
-
d. Wage and bonus regulations: Provide guidance to the various salary-related operating procedures and approved benchmarks, the importance of various wage and bonus issues and Company confidentiality.
-
94 -
-
e. Performance management: Assist employees and organizations in planning goal management, implementing corporate strategic goals and visions, and motivating employees' maximum potential and productivity.
-
f. Personal information management: Define the Company's personal information protection and management matters and clarify individual rights and responsibilities.
-
Protective measures for the working environment and personal safety of employees The Company attaches great importance to the work environment and employee safety, and expects to be able to fulfill its social responsibilities and achieve sustainability while expanding. In terms of the working environment and personal safety protection measures for employees, in addition to complying with relevant domestic laws and regulations, the Occupational Safety and Health Management System (OHSAS 18001) was promoted in the factory areas. Our relevant management methods include: formulating and implementing safety and health management plans, implementing operational environmental monitoring, safety and health inspections and audits, performing work safety analysis, implementing safety and health education training, etc. to implement safety, health and health protection for employees, improve the working environment and safety and health performance, and achieve the goal of continuous improvement. In addition to ensuring the health and safety of employees, mental health of employees is also one of the management focuses. In the future, the employee assistance program (EAP) will be utilized to continue to achieve such goal.
-
Current important labor agreement and implementation: The Company provides various of communication channels within the company, allowing employees to fully express their opinions and reflect problems. For example, regular labor meetings with employees, business briefings, employee welfare committee meetings, and food committee meetings, etc., communicate with company policies and employees. Take opinions such as employee opinion surveys, department meetings, secretarial/assistant symposiums, 2885 online real-time responses, e-newsletters, announcements, etc., and set up "General Manager Mailbox", "Integrity Mailbox", "Sexual Harassment" The 24/7 communication platform, such as the "Trading Mailbox" and "HR Mailbox", collects and understands the employees' problems. Under the mechanism of joint participation and full communication, the labor-management relationship develops harmoniously.
-
Please refer to the 2023 Annual Reports of the Company’s Subsidiaries BenQ Materials Corporation, BenQ Medical Technology Corporation, Partner Tech Corp., DFI Inc., DATA IMAGE Corporation, MetaAge Corporation, SIMULA TECHNOLOGY INC. and Alpha Networks Inc. to respectively see its features of employee welfare, education, training, retirement system and their implementation, as well as the agreement between labors and management and the maintenance measures of various employee rights.
List of losses due to labor disputes in the most recent year up to the date this report is published, disclosure of the estimated amount, and countermeasures against current and possible future occurrences. If the amount cannot be reasonably estimated, the reason shall be provided:
-
Losses caused by labor disputes in the most recent annual period and as of the printing date of the Annual Report: None.
-
Please refer to the 2023 Annual Reports of the Company’s Subsidiaries BenQ Materials Corporation, BenQ Medical Technology, Partner Tech Corp., DFI Inc., DATA IMAGE Corporation, MetaAge Corporation, SIMULA TECHNOLOGY INC. and Alpha Networks Inc. to respectively see its labor disputes.
-
95 -
V. Cybersecurity management
1. Framework of Information Security Risk Management
The company has established the Information Security Management Committee to ensure the implementation of the information security management system and the execution of security policy.
The following is Qisda Information Security Committee Organization Chart:
==> picture [262 x 152] intentionally omitted <==
The Information Security Management Committee convene annually. The agenda of the meeting includes:
-
a. Review information security policies, inspect the overall development and implementation of the Company's information security management mechanism.
-
a). Formulate and review information security policies, provide resources required for information security, and integrate information security objectives into relevant processes to ensure the implementation of the information security management system.
-
b). Evaluate the requirements and completeness of the information security management system.
-
c). Conduct a review of the following topics in accordance with the International Information Security Regulatory System Standard (ISO 27001):
-
i. Status of proposals from past management review.
-
ii. Changes to internal and external issues related to the information security management system.
-
iii. Feedback on information security performance, including the following trends. i). Non-conformity items and corrective measures.
-
ii). Supervision and measurement results.
-
iii). Auditing Results.
-
iv). Achievement of information security objectives.
-
-
iv. Feedback from the associate parties.
-
v. The results of the risk assessment and the status of the risk management plan.
-
vi. Opportunities for continuous improvement.
-
-
d). Make the following decisions or actions in accordance with the International Information Security Management System standard (ISO 27001):
-
i. Decisions regarding opportunities for continuous improvement of the information security management system.
-
ii. The need for changes to the information security management system.
-
-
b. Review major information security incidents and take corresponding measures. Report and review information security incidents including current status, and the necessary improvement or punishment measures.
-
c. Approve the major information security maintenance items.
-
Review the risk assessment methods and results submitted by the Executive teams based on the selected risk assessment control measures and the acceptable risk levels.
-
96 -
-
d. Coordinate cross-departmental division of resources and responsibilities for information security matters.
- For various information security needs, assign the responsible personnel and appropriateness of the assignment based on the implementation results.
-
e. Review other regulations or requirements from the competent authorities, the board of directors, and information security policies that needs to be reported to the board of directors.
- Evaluate the scope of application, legality and completeness of the implementation of the information security management system according to the internal and external situation, laws and regulations, and decide whether the content needs to be adjusted and amended.
-
Information security policies
To ensure the confidentiality, integrity, accessibility and legality of information assets (hardware, software, data information, documents and personnel related to information processing), and to avoid threats from internal or external accidents or intentional actions, our corporate information security policies are announced based on consideration of the Company's business needs, and reference to ISO 27001 intentional information security international standards. Information security control measures include:
-
Establishment of the information security management organization to supervise the operation of the information security management system, identify the internal and external issues of the information security management system and the information security requirements and expectations of the relevant organizations.
-
In 2022, information security department and Chief Information Security Officer was established, which is responsible for the promotion of information security governance, the establishment of consistent information security policies, the formulation of information security management standards, the integration and supervision of the implementation, operation and coordination of the information security management mechanism of the company and its subsidiaries.
-
Evaluation and management of information security for internal processes of the company. Enhancement of awareness of information security among the Company’s employees and division of labor.
-
-
Information security requirements to external suppliers.
-
Development of information security indicators.
-
Continuous information operations and drills.
-
Response to information security incidents.
-
Legal compliance.
-
Specific information security management plans and resources
-
a. To properly protect the information assets within the Company's information security management system, we have determined and implemented relevant specifications for information assets and risk assessment procedures to confirm the risk level of information assets, and determine countermeasures according to risk assessment results in internal meetings. By doing so, we can effectively mitigate, transfer, eliminate or even accept risks.
-
The Company has an internal scanning and monitoring system to ensure that the system operates with the latest operational updates to reduce the risk of being attacked.
-
We have purchased a third-party information security monitoring system to monitor the level of each risk category, including network security, domain name system health, vulnerability patching, endpoint security, IP reputation rating, application security, etc., and carry out continuous information security system risk analysis with a score of 95 points (the full score is 100 points, and the industry average is 85 points).
-
Each year, we review various regulations and evaluate the company's internal information security regulations to ensure compliance with regulations and effectiveness, and regularly publicize relevant security regulations to prevent the company from violating internal regulations, which cause losses to the Company.
Regarding to supply chain, require the third-party service vendors to sign non-disclosure agreement (NDA) in regard to cyber security.
In addition to basic information security training for new employees, the Company also
- 97 -
regularly organizes e-mail social engineering exercises to educate employees on information security knowledge such as e-mail sending and receiving, so as to reduce the risk of employees accidentally clicking on malicious e-mail. Through the implementation of various courses, we can not only enhance the staff awareness of information security but also ensure that information security concepts can be incorporated into daily operations.
In 2023, a Security Operations Center (SOC) was implemented, integrating and managing cybersecurity information under various circumstances, responding urgently to security incidents according to control mechanisms, and consolidating and analyzing security events to ensure information security and prevention. In the same year, Privileged Access Management (PAM) was also introduced, focusing on access security policies for privileged accounts, used to control, monitor, protect, and audit privileged identities and activities within the enterprise IT environment.
Cybersecurity red team exercises were conducted, assisting the Company in identifying security gaps and validating detection and response capabilities, thereby continuously strengthening and improving its cybersecurity defenses. Issues identified during the red team exercises were adjusted and improved, and re-testing confirmed that the issues were resolved.
-
b. Information Security Management
-
With the establishment of the information security management system, the Company implements information security policies to protect customer data and corporate intelligence property, enhance information security incident response capabilities and achieve information security policy measurement indicators. We also meet the expectations of the stakeholders of the Company, and continue to enhance the Company's security control system through PDCA mechanism, which will assist in improving the Company's competitiveness.
-
c.
-
Insurance of cybersecurity
-
Since July 2017, the Company has taken out the Insurance of cybersecurity. In case of insurance claims for expenses incurred during the security incident (such as business interruption, forensics), the insured includes consolidated subsidiaries that owns more than 50% of the Company’s stock, to reduce the Company’s losses.
-
d. Countermeasures for Severe Incidents of Information Security
-
The Company enhances the internal emergency response SOPs and drills during the establishment of the information security management system, and will continue to simulate various MPA attack scenarios and arrange relevant personnel to participate in the drills to ensure lower response time with immediate initiation of emergency procedures and reduce the Company’s losses.
-
e. Security management of information asset equipment
-
The company protects the confidentiality, availability, and consistency of information assets by establishing a set of information assets classification and inventory mechanism, which effectively identifies the Company's key systems and equipment, and strengthens the physical security management of the server room, including personnel access control, surveillance image system, and item entry and exit management to protect company information appliance.
-
f. Management of external service vendors In order to protect the company's own rights and information security, the company establishes a preliminary risk assessment mechanism for external manufacturers and requires them to sign a confidentiality agreement (NDA) when signing service contracts to external manufacturers to protect the Company's confidential information and avoid being misused or disclosed.
-
g. Information security management system certification In response to the current information security technology risks, the Company has introduced an information security management system to comprehensively improve information security protection and has achieved ISO 27001 international information security standard certification in August 2020, and passed ISO 27001 reinspection in August
-
98 -
2021.
In addition to investing in software and hardware information security protection, the Company also actively promotes the integration of information security management systems with international standards.
With goals of "confidentiality," "availability," and "integrity”, strengthened information security mechanism and continuous maintenance operations improvement are expected to effectively reduce the impact from potential information security incidents, and enhance corporate image and competitiveness.
-
List clearly any losses, possible impacts, and countermeasures caused by significant cybersecurity incidents in the year prior to the annual report publication date; if they cannot be reasonably estimated, an explanation must be made:
-
There is no major information security incident in the most recent year to the annual report publication date.
-
For analysis and assessment of other risks, please refer to the 2023 Annual Reports of the Company’s Subsidiaries, BenQ Materials Corporation, BenQ Medical Technology, Partner Tech Corp., DFI Inc., DATA IMAGE Corporation, MetaAge Corporation, SIMULA TECHNOLOGY INC. and Alpha Networks Inc. respectively.
-
The impact of technological (including cyber security risk) and industrial changes on the Company's financial business and the countermeasures
The Company promotes the policies related cyber security management to fulfill protection for cyber security and deal with related matters. We also regularly evaluate the risk of cyber security, implement cyber security training and formulate the cyber security operating procedure to strictly execute the cyber security risk management.
VI. Material Contracts
- (1) As of the date of publication of this Report, the material long-term loan agreements and technical cooperation agreements that are still ongoing or are about to expire in the most recent year, are as follows:
March 31, 2024
| Contract | ||||
|---|---|---|---|---|
| Party | Contract Term | Content | Restrictions | |
| Type | ||||
| Financing | Syndicated CreditingBanks |
Aug. 15, 2023 – Aug. 15,2028 |
Syndicated crediting of NT$12 billion |
None |
| Financing | Syndicated CreditingBanks |
Nov.22, 2021 – Nov.22,2026 |
Syndicated crediting of NT$12 billion |
None |
| Financing | Syndicated CreditingBanks |
Dec.14, 2020 – Dec.14,2025 |
Syndicated crediting of NT$8.4 billion |
None |
| Financing Guarantee |
Mega International Commercial Bank Co.,Ltd. |
Jun. 28, 2022 – Jun.28, 2027 |
Appointed guarantee for Secured Corporate Bond of NT$3 billion |
None |
| Licensing | Qualcomm Incorporated |
Jan. 6, 2005 – Termination of auto- renewal |
Licensing of specific patents for communication related |
None |
| Licensing | Telefonaktiebolaget LM Ericsson |
Based on the Contract | Licensing of specific patents for communication related |
None |
Note : Please refer to the 2023 Annual Reports of the Company’s Subsidiaries BenQ Materials Corporation, BenQ Medical Technology Corporation, Partner Tech Corp., DFI Inc., DATA IMAGE Corporation, MetaAge Corporation, SIMULA TECHNOLOGY INC. and Alpha Networks Inc. to respectively see its major contracts signed.
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Financial Highlights
-
I. Condensed Balance Sheet and Statement of Comprehensive Income for the most recent five years
-
(I) International Financial Reporting Standards (IFRS)
Condensed Consolidated Balance Sheet
Unit: NT$ thousands
| Year | Year | Financial data for the most recent fiveyears(Note 1) |
Financial data for the most recent fiveyears(Note 1) |
Financial data for the most recent fiveyears(Note 1) |
Financial data for the most recent fiveyears(Note 1) |
Financial data for the most recent fiveyears(Note 1) |
|---|---|---|---|---|---|---|
| Item | 2023 | 2022 | 2021 | 2020 | 2019 | |
| Current Assets | 108,010,398 | 121,385,806 |
110,588,642 |
102,323,769 | 78,332,746 |
|
| Property, plant and equipment | 40,389,379 | 36,506,711 |
33,037,041 |
30,188,228 |
23,915,978 |
|
| Intangible assets | 9,512,853 | 10,227,656 |
10,538,787 |
9,118,895 |
5,069,111 |
|
| Other Assets(Note 2) | 30,511,007 | 25,295,619 |
33,074,059 |
29,181,057 |
28,708,658 |
|
| Total Assets | 188,423,637 | 193,415,792 |
187,238,529 | 170,811,949 |
136,026,493 | |
| Current Liabilities | Before distribution | 85,268,520 | 84,643,620 |
88,333,471 |
82,829,234 |
65,707,236 |
| After distribution | 87,628,658 | 88,577,184 |
93,250,426 |
85,779,407 | 67,182,322 |
|
| Non-current liabilities | 39,061,545 | 40,834,741 |
32,742,295 |
29,019,495 |
22,283,663 |
|
| Total Liabilities | Before distribution | 124,330,065 | 125,478,361 |
121,075,766 |
111,848,729 |
87,990,899 |
| After distribution | 126,690,203 | 129,411,925 |
125,964,787 | 114,798,902 |
89,465,985 |
|
| Equity attributable to shareholders of Qisda Corp. |
37,057,358 | 40,726,314 |
41,456,423 |
36,025,501 |
33,943,959 |
|
| Common Stock | 19,667,820 | 19,667,820 |
19,667,820 |
19,667,820 |
19,667,820 |
|
| Capital Surplus | 1,983,975 | 1,949,409 |
1,844,310 |
1,879,501 |
2,220,653 |
|
| Retained Earnings | Before distribution | 18,793,317 | 24,185,472 |
20,777,515 |
15,742,825 |
12,663,994 |
| After distribution | 16,433,179 | 20,251,908 |
15,860,560 |
12,792,652 |
11,188,908 |
|
| Other equity | (3,387,754) | (5,076,387) | (833,222) | (1,264,645) | (608,508) | |
| Treasurystock | - | - |
- |
- |
- |
|
| Non-controllinginterests | 27,036,214 | 27,211,117 |
24,706,340 |
22,937,719 |
14,091,635 |
|
| Before distribution | 64,093,572 | 67,937,431 |
66,162,763 |
58,963,220 |
48,035,594 |
|
| Total Equity | After distribution | 61,733,434 | 64,003,867 |
61,245,808 |
56,013,047 |
46,560,508 |
Note 1: The financial data for the most recent five years has been audited and attested by CPAs. As of the printed date of this Annual Report, the 2024 financial data has not been audited or reviewed by CPAs.
Note 2: Other assets are non-current assets excluding property, plant and equipment, and intangible assets.
Condensed Consolidated Statement of Comprehensive Income Unit: NT$ thousands
| Year | Financialdatafor themost recent five years (Note) |
Financialdatafor themost recent five years (Note) |
Financialdatafor themost recent five years (Note) |
Financialdatafor themost recent five years (Note) |
Financialdatafor themost recent five years (Note) |
|---|---|---|---|---|---|
| Item | 2023 | 2022 | 2021 | 2020 | 2019 |
| Revenue | 203,594,781 | 239,837,296 | 225,961,031 | 191,701,702 | 169,754,115 |
| Grossprofit | 33,075,903 | 34,561,068 | 32,556,617 | 26,826,789 | 23,049,869 |
| Profit(Loss)from operations | 5,011,172 | 5,852,357 | 7,360,966 | 6,612,854 | 6,228,087 |
| Non-operatingincome and expenses | 1,308,568 | 10,770,944 | 5,631,380 | 1,599,782 | (283,096) |
| Profit(Loss)before income tax | 6,319,740 | 16,623,301 | 12,992,346 | 8,212,636 | 5,944,991 |
| Profit (Loss) from continuing operations for theyear |
4,516,079 | 11,079,069 | 10,482,857 | 6,366,561 | 4,409,644 |
| Profit(Loss)for theyear | 4,516,079 | 11,079,069 | 10,482,857 | 6,366,561 | 4,409,644 |
| Other comprehensive income (loss), net of tax |
1,977,906 | (3,760,990) | 673,251 |
(328,194) | (517,025) |
| Total comprehensive income (loss) for the year |
6,493,985 | 7,318,079 | 11,156,108 | 6,038,367 | 3,892,619 |
| Profit (Loss) attributable to shareholders of Qisda Corp. |
2,975,733 | 8,251,930 | 8,307,546 | 4,988,479 | 3,575,055 |
| Profit (Loss) attributable to non-controlling interests |
1,540,346 | 2,827,139 | 2,175,311 | 1,378,082 | 834,589 |
| Total comprehensive income (loss) attributable to shareholders ofQisda Corp |
4,920,533 | 4,098,466 | 9,051,873 | 4,630,462 | 3,139,647 |
| Total comprehensive income (loss) attributable to non-controllinginterests |
1,573,452 | 3,219,613 | 2,104,235 | 1,407,905 | 752,972 |
| Earnings Per Share(EPS) | 1.51 | 4.20 |
4.22 |
2.54 |
1.82 |
Note: financial data for the most recent five years has been audited and attested by CPAs. As of the printed date of this Annual Report, the 2024 financial data has not been audited or reviewed by CPAs.
- 100 -
Condensed Parent Company Only Balance Sheet
Unit: NT$ thousands
| Year | Year | Financial data for the most recent fiveyears(Note 1) |
Financial data for the most recent fiveyears(Note 1) |
Financial data for the most recent fiveyears(Note 1) |
Financial data for the most recent fiveyears(Note 1) |
Financial data for the most recent fiveyears(Note 1) |
|---|---|---|---|---|---|---|
| Item | 2023 | 2022 | 2021 | 2020 | 2019 | |
| Current Assets | 31,960,947 | 29,768,360 | 27,063,283 | 28,557,901 | 32,079,579 | |
| Property, plant and equipment | 2,021,479 | 2,106,101 | 1,949,691 | 1,513,839 | 1,519,417 | |
| Intangible assets | 197,775 | 213,195 | 225,918 | 12,327 | 10,851 | |
| Other Assets(Note 2) | 66,384,773 | 65,726,969 | 67,970,992 | 60,263,409 | 50,663,747 | |
| Total Assets | 100,564,974 | 97,814,625 | 97,209,884 | 90,347,476 | 84,273,594 | |
| Current Liabilities |
Before distribution | 38,360,383 | 26,457,915 | 33,983,023 | 35,261,644 | 37,703,173 |
| After distribution | 40,720,521 | 30,391,479 | 38,899,978 | 38,211,817 | 39,178,259 | |
| Non-current liabilities | 25,147,233 | 30,630,396 | 21,770,438 | 19,060,331 | 12,626,462 | |
| Total Liabilities |
Before distribution | 63,507,616 | 57,088,311 | 55,753,461 | 54,321,975 | 50,329,635 |
| After distribution | 65,867,754 | 61,021,875 | 60,670,416 | 57,272,148 | 51,804,721 | |
| Equity attributable to shareholders ofQisda Corp. |
37,057,358 | 40,726,314 | 41,456,423 | 36,025,501 | 33,943,959 | |
| Common Stock | 19,667,820 | 19,667,820 | 19,667,820 | 19,667,820 | 19,667,820 | |
| Capital Surplus | 1,983,975 | 1,949,409 | 1,844,310 | 1,879,501 | 2,220,653 | |
| Retained Earnings |
Before distribution | 18,793,317 | 24,185,472 | 20,777,515 | 15,742,825 | 12,663,994 |
| After distribution | 16,433,179 | 20,251,908 | 15,860,560 | 12,792,652 | 11,188,908 | |
| Other equity | (3,387,754) | (5,076,387) | (833,222) | (1,264,645) | (608,508) | |
| Total | Before distribution | 37,057,358 | 40,726,314 | 41,456,423 | 36,025,501 | 33,943,959 |
| Equity | After distribution | 34,697,220 | 36,792,750 | 36,539,468 | 33,075,328 | 32,468,873 |
Note 1: The financial data for the most recent five years has been audited and attested by CPAs. As of the printed date of this Annual Report, the 2024 financial data has not been audited or reviewed by CPAs. Note 2: Other assets are non-current assets excluding property, plant and equipment, and intangible assets.
Condensed Parent Company Only Comprehensive Income
Unit: NT$ thousands
| Year | Financial data for the most recent five years (Note 1) | Financial data for the most recent five years (Note 1) | Financial data for the most recent five years (Note 1) | Financial data for the most recent five years (Note 1) | Financial data for the most recent five years (Note 1) |
|---|---|---|---|---|---|
| Item | 2023 |
2022 |
2021 |
2020 |
2019 |
| Revenue | 75,425,479 | 101,928,525 |
104,634,583 | 92,411,291 |
98,496,920 |
| Gross profit |
3,541,216 | 4,927,567 |
4,491,094 |
5,089,536 |
5,547,128 |
| Profit(Loss)from operations | (708,880) | 139,117 | 63,309 |
981,411 |
1,795,302 |
| Non-operating income and expenses |
3,690,580 | 8,246,660 |
8,380,250 |
4,269,521 |
2,045,583 |
| Profit(Loss)before income tax |
2,981,700 | 8,385,777 |
8,443,559 |
5,250,932 |
3,840,885 |
| Profit(Loss)for the year | 2,975,733 | 8,251,930 |
8,307,546 |
4,988,479 |
3,575,055 |
| Other comprehensive income (loss), net of tax |
1,944,800 | (4,153,464) |
744,327 |
(358,017) |
(435,408) |
| Total comprehensive income(loss)for the year |
4,920,533 | 4,098,466 |
9,051,873 |
4,630,462 |
3,139,647 |
| Profit(Loss)attributable to shareholders of Qisda Corp. |
2,975,733 | 8,251,930 |
8,307,546 |
4,988,479 |
3,575,055 |
| Profit (Loss) attributable to non-controlling interests |
- | - |
- |
- |
- |
| Total comprehensive income(loss) attributableto shareholders ofQisda Corp |
4,920,533 | 4,098,466 |
9,051,873 |
4,630,462 |
3,139,647 |
| Total comprehensive income(loss) attributabletonon-controllinginterests |
- | - |
- |
- |
- |
| Earnings Per Share (EPS) | 1.51 | 4.20 |
4.22 |
2.54 |
1.82 |
Note: The financial data for the most recent five years has been audited and attested by CPAs. As of the printed date of this Annual Report, the 2024 financial data has not been audited or reviewed by CPAs.
(II) The Names of CPAs and Their Audit Opinions for the Most Recent Five Years.
| Year | 2023 | 2022 | 2021 | 2020 | 2019 |
|---|---|---|---|---|---|
| CPA | Chang, Huei- Chen |
Chang, Huei- Chen |
Chang, Huei- Chen |
Tang, Tzu-Chieh | Tang, Tzu-Chieh |
| Shih, Wei-Ming | Shih, Wei-Ming | Shih, Wei-Ming | Chang, Huei- Chen |
Chang, Huei- Chen |
|
| Opinion and content | Unqualified opinion |
Unqualified opinion |
Unqualified opinion |
Unqualified opinion |
Unqualified opinion |
- 101 -
II. Financial analysis for the most recent five years
(I) International Financial Reporting Standards - Consolidated Financial Analysis
| Year | Financial analysis for the most recent five years |
Financial analysis for the most recent five years |
Financial analysis for the most recent five years |
Financial analysis for the most recent five years |
Financial analysis for the most recent five years |
|
|---|---|---|---|---|---|---|
| Item analyzed | (Note) | |||||
| 2023 | 2022 | 2021 | 2020 | 2019 | ||
| Financial structure |
Ratio of debts to assets (%) | 65.98 | 64.87 |
64.66 |
65.48 |
64.69 |
| Ratio of long-term capital to property, plant and equipment (%) |
255.40 | 297.95 |
299.38 |
291.45 |
294.03 |
|
| Solvency | Current ratio (%) | 126.67 | 143.41 |
125.19 |
123.54 |
119.21 |
| Quick ratio (%) | 80.63 | 90.31 |
67.28 |
79.45 |
75.79 |
|
| Interest coverage ratio | 4.49 | 14.89 |
19.87 |
11.83 |
6.88 |
|
| Operating ability |
Receivables turnover rate (times) | 5.21 | 6.56 |
6.50 |
5.65 |
5.71 |
| Average collection days for receivables | 70 | 56 |
56 |
65 |
64 |
|
| Inventoryturnover rate (times) | 4.17 | 4.37 |
4.54 |
5.23 |
5.54 |
|
| Payable turnover rate (times) | 5.73 | 5.88 |
4.76 |
4.62 |
4.77 |
|
| Average days for sales | 88 | 84 |
80 |
70 |
66 |
|
| Property, plant and equipment turnover rate (times) |
5.30 |
6.90 |
7.15 |
7.09 |
7.56 |
|
| Total asset turnover rate (times) | 1.07 | 1.26 |
1.26 |
1.25 |
1.33 |
|
| Profitability | Return on assets (%) | 3.12 | 6.32 |
6.16 |
4.55 |
4.08 |
| Return on equity(%) | 6.84 | 16.52 |
16.76 |
11.90 |
10.03 |
|
| Ratio of profit before income tax to paid-in capital (%) |
32.13 | 84.52 |
66.06 |
41.76 |
30.23 |
|
| Profit margin (%) | 2.22 | 4.62 |
4.64 |
3.32 |
2.60 |
|
| Earningsper share (NT$) | 1.51 | 4.20 |
4.22 |
2.54 |
1.82 |
|
| Cash flow | Cash flow ratio (%) | 15.96 | -1.41 |
2.39 |
17.59 |
12.90 |
| Cash flow adequacyratio (%) | 57.22 | 48.64 |
51.77 |
88.37 |
92.62 |
|
| Cash flow reinvestment ratio (%) | 10.21 | -4.50 |
-4.69 |
17.51 | 12.70 |
|
| Leveraging | Operatingleverage | 8.13 | 7.22 |
5.38 |
4.87 |
4.44 |
| Financial leverage | 1.56 | 1.26 |
1.10 |
1.13 |
1.19 |
|
| Reasons for changes in financial ratios in the most recent two years: 1. The decrease in the current ratio and quick ratio was primarily due to the reduction in cash accounts receivable and inventories, caused by a decrease in business scale in 2023. 2. The decrease in the interest coverage ratio was mainly due to the decrease in profits and increased interest expenses resulting from rising interest rates. 3. The decrease in the accounts receivable turnover rate was mainly due to the decrease in the sales of accounts receivable. If it had not been sold out, the accounts receivable turnover rate would have been approximately the same. 4. The decrease in Fixed Assets Turnover was mainly due to the decrease in business scale affected by global terminal consumption momentum, caused by resulting in a decrease in turnover rate. 5. The decrease in Profitability, including return on assets, return on equity, ratio of profit before tax to paid-in capital, profit margin and Earnings per share, which was mainly due to the reduction in net income after taxes compared 2022 to 2023. 6. The cash flow ratio increased significantly, mainly because cash from operating activities was an outflow in 2022 and an inflow in 2023. 7. The increase in Cash flow reinvestment ratio was mainly due to the increase significantly in Operating Cash Flow compared 2022 to 2023. 8. The increase in Financial leverage was mainly due to increased interest expenses resulting from rising interest rates compared 2022 to 2023. |
-
Note: The accompanying financial data has been audited and attested by CPAs. As of the date of printing of the Annual Report, the 2024 financial data has not been attested or reviewed by CPAs.
-
102 -
(II) International Financial Reporting Standards– Parent Company Only Financial Analysis
| Year | Financial analysis for the most recent five years |
Financial analysis for the most recent five years |
Financial analysis for the most recent five years |
Financial analysis for the most recent five years |
Financial analysis for the most recent five years |
|
|---|---|---|---|---|---|---|
| Item analyzed | (Note) | |||||
| 2023 | 2022 | 2021 | 2020 | 2019 | ||
| Financial structure |
Ratio of debts to assets(%) | 63.15 | 58.36 |
57.35 |
60.13 |
59.72 |
| Ratio of long-term capital to property, plant and equipment(%) |
3,077.18 | 3,388.10 | 3,242.92 | 3,638.82 | 3,065.02 | |
| Solvency | Current ratio(%) | 83.32 | 112.51 |
79.64 |
80.99 |
85.08 |
| Quick ratio(%) | 67.05 | 87.66 |
62.19 |
68.22 |
71.16 |
|
| Interest coverage ratio | 5.46 | 16.16 |
23.75 |
15.50 |
9.85 |
|
| Operating ability |
Receivables turnover rate(times) | 3.37 | 4.88 |
4.84 |
3.79 |
3.74 |
| Average collection days for receivables | 108 | 75 |
75 |
96 |
98 |
|
| Inventoryturnover rate(times) | 11.29 | 15.58 |
19.49 |
18.25 |
19.70 |
|
| Payable turnover rate(times) | 3.19 | 4.41 |
4.02 |
3.37 |
3.46 |
|
| Average days for sales | 32 | 23 |
19 |
20 |
19 |
|
| Property, plant and equipment turnover rate (times) |
36.55 |
50.26 |
60.42 |
60.93 |
65.63 |
|
| Total asset turnover rate(times) | 0.76 | 1.05 |
1.12 |
1.06 |
1.19 |
|
| Profitability | Return on assets(%) | 3.54 | 8.92 |
9.18 |
6.05 |
4.74 |
| Return on equity (%) | 7.65 | 20.08 |
21.44 |
14.26 |
10.77 |
|
| Ratio of profit before income tax to paid-in capital(%) |
15.16 | 42.64 |
42.93 |
26.70 |
19.53 |
|
| Profit margin(%) | 3.95 | 8.10 |
7.94 |
5.40 |
3.63 |
|
| Earningsper share(NT$) | 1.51 | 4.20 |
4.22 |
2.54 |
1.82 |
|
| Cash flow | Cash flow ratio(%) | 35.57 | -17.53 |
16.33 |
9.45 |
13.55 |
| Cash flow adequacyratio(%) | 115.70 | 50.11 |
71.06 |
105.85 |
113.00 |
|
| Cash flow reinvestment ratio(%) | 21.03 | -13.40 |
1.37 |
0.71 |
8.08 |
|
| Leveraging | Operatingleverage | -5.42 | 37.93 |
76.13 |
5.41 |
3.19 |
| Financial leverage | 0.51 | -0.34 |
-0.21 |
1.58 |
1.32 |
|
| Reasons for changes in financial ratios in the most recent two annual periods: 1. The decrease in the current ratio and quick ratio was mainly due to the increase in short-term borrowing to repay accounts payable to suppliers. 2. The decrease in the interest coverage ratio was mainly due to a reduction in tax and net income before tax and increase in interest expenses in 2023. 3. The decrease in receivables turnover rate and increase in average collection days for receivables was mainly due to the decrease in net sales. 4. The decrease in inventory turnover rate and increase in average days of sales were mainly due to the decrease in operating costs in 2023. 5. The decrease in payable turnover rate was mainly due to the decrease in cost of goods sold relative to the decrease in net sales. 6. The property, plant and equipment turnover rate and Total asset turnover rate decreased were mainly due to the decrease in net sales. 7. The decrease in Profitability, including return on assets, return on equity, ratio of profit before tax to paid-in capital, profit margin and Earnings per share, which was mainly due to the reduction in net income compared 2022 to 2023. 8. The increase in cash flow ratio, cash flow adequacy ratio, and cash reinvestment ratio were mainly due to an increase in net cash flows from operating activities in 2023. 9. The decrease in operatingleverage and Financial leverage is mainly due to operatinglosses in 2023. |
-
Note: The accompanying financial data has been audited and attested by CPAs. As of the date of printing of the Annual Report, the 2024 financial data has not been attested or reviewed by CPAs.
-
103 -
Below are calculations:
-
Financial structure
-
(1) Ratio of debts to asset = Total liabilities / Total assets
-
(2) Ratio of long-term capital to property, plant, and equipment = (Total equity + Non-current liabilities) / Net property, plant and equipment
-
Solvency
-
(1) Current ratio = Current assets / Current liabilities.
-
(2) Quick ratio = (Current assets - Inventories - Prepaid expenses) / Current liabilities (3) Interest coverage ratio = Net income before income tax and interest expense / Interest expenses over this period.
-
Operating ability
-
(1) Receivable (including accounts receivable and notes receivable due to business operations) turnover rate = Net sales / Balance of average accounts receivable for various periods (including accounts receivable and notes receivable due to business operations).
-
(2) Average collection days for receivables = 365/Receivables turnover rate.
-
(3) Inventory turnover rate = Cost of goods sold/ Average inventory.
-
(4) Payable (including accounts payable and notes payable due to business operations) turnover rate = Cost of goods sold / Balance of average accounts payables of various periods (including accounts payable and notes payable due to business operations).
-
(5) Average days for sales = 365 / Inventory turnover rate.
-
(6) Property, plant and equipment turnover rate = Net sale/Average net property, plant and equipment. (7) Total asset turnover rate = Net sales / Average total assets
-
Profitability
(1) Return on assets = [Net income after taxes + interest expense x (1 - tax rate)] / Average total assets (2) Return on equity = Net income after taxes / Average total equity (3) Profit margin = Net income after taxes / Net sales (4) Earnings per share = (Net income attributable to shareholders of the parent company - preferred stock dividend) / Weighted average number of shares outstanding 5. Cash flow (1) Cash flow ratio = Net cash flow of operating activities / Current liabilities.
(2) Cash flow adequacy ratio = Net cash flow from operating activities for the most recent five years / (Capital expenditures + inventory increase + cash dividend) for the most recent five years.
(3) Cash flow reinvestment ratio = (Net cash flow from operating activities - cash dividends) / (Gross value of property, plant, and equipment + Long-term investments + Other non-current assets + working capital). 6. Leveraging
(1) Operating leverage = (Net operating revenue - variable operating cost and expenses) / Operating profit.
(2) Financial leverage = Operating profit / (Operating profit - interest expenses).
III. The Audit Committee's Review Report
The Audit Committee's Review Report
The Board of Directors has prepared the Company's Financial Statements for the year of 2023. Chang, Huei-Chen and Shih, Wei-Ming Certified Public Accountants of KPMG, have audited the Financial Statements. The 2023 Financial Statements, Business Report, Independent Auditors’ Review Report and Earnings Distribution Proposal have been reviewed and determined to be correct and accurate by the Audit Committee of Qisda Corporation. I, as the Chair of the Audit Committee, hereby submit this report according to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.
Qisda Corporation
Chair of the Audit Committee
Lo-Yu (Charles) Yen
March 5, 2024
==> picture [105 x 47] intentionally omitted <==
-
104 -
-
IV. Consolidated Financial Statements with Independent Auditors' Report of the most recent year: please refer to Appendix 1 (Pages 130).
-
V. Parent Company only Financial Statements with Independent Auditors' Report for the most recent year: Please refer to Appendix 2 (Pages 282).
-
VI. Any financial difficulties experienced by the Company and its affiliate businesses during the most recent year up to the publication date of this report need to be stated as well as the impact on the Company's financial position need to be outlined: None.
-
105 -
Review and Analysis of Financial Position and Financial Performance, and Risk Management
I. Financial position
Financial position analysis
| Review and Analysis of Financial Position Performance, and Risk Management I. Financial position Financial position analysis |
Review and Analysis of Financial Position Performance, and Risk Management I. Financial position Financial position analysis |
Review and Analysis of Financial Position Performance, and Risk Management I. Financial position Financial position analysis |
and Financial | and Financial |
|---|---|---|---|---|
| Unit: NT$ thousands | ||||
| Year | Difference | |||
| Item | 2023 | 2022 | Amount | % |
| Current assets | 108,010,398 | 121,385,806 | (13,375,408) |
-11.02% |
| Investment accounted for using equity method |
8,313,613 |
5,479,148 |
2,834,465 |
51.73% |
| Property, plant and equipment | 40,389,379 | 36,506,711 |
3,882,668 |
10.64% |
| Investmentproperty | 844,682 | 921,424 |
(76,742) |
-8.33% |
| Intangible assets | 9,512,853 | 10,227,656 |
(714,803) |
-6.99% |
| Other non-current assets | 21,352,712 | 18,895,047 |
2,457,665 |
13.01% |
| Total assets | 188,423,637 | 193,415,792 |
(4,992,155) |
-2.58% |
| Current liabilities | 85,268,520 | 84,643,620 |
624,900 |
0.74% |
| Long-term debt | 29,784,806 | 32,086,612 |
(2,301,806) |
-7.17% |
| Other non-current liabilities | 9,276,739 | 8,748,129 |
528,610 |
6.04% |
| Total liabilities | 124,330,065 | 125,478,361 |
(1,148,296) |
-0.92% |
| Common stock | 19,667,820 | 19,667,820 |
0 |
0.00% |
| Capital surplus | 1,983,975 | 1,949,409 |
34,566 |
1.77% |
| Retained earnings | 18,793,317 | 24,185,472 |
(5,392,155) |
-22.30% |
| Other equity | (3,387,754) | (5,076,387) | 1,688,633 | -33.26% |
| Equity attributable to shareholders of Qisda Corp. |
37,057,358 |
40,726,314 |
(3,668,956) |
-9.01% |
| Non-controllinginterests | 27,036,214 | 27,211,117 |
(174,903) |
-0.64% |
| Total equity | 64,093,572 | 67,937,431 |
(3,843,859) |
-5.66% |
| Reasons for changes in proportion in the most recent two years: 1. The increase in investments using the equity method was mainly due to the investment in NORBEL BABY CO. LTD. and Topview Optronics Corp. being transferred to theinvestmentsaccounted for using equity method. 2. The decrease in retained earnings was mainly caused by the repurchase of BBHC’s minority shares. 3. The decrease in other negative equity is mainly due to the decrease in unrealized losses on financial assets measured at fair value through other comprehensivegains and losses. |
II. Financial performance
Financial performance analysis
| II. Financial performance Financial performance analysis |
II. Financial performance Financial performance analysis |
II. Financial performance Financial performance analysis |
II. Financial performance Financial performance analysis |
II. Financial performance Financial performance analysis |
|---|---|---|---|---|
| Unit: NT$ thousands | ||||
| Year | Increase | Change in | ||
2023 |
2022 | |||
| Item | (decrease)amount | proportion | ||
| Net revenue | 203,594,781 | 239,837,296 |
(36,242,515) |
-15.11% |
| Cost of sales | 170,518,878 | 205,276,228 |
(34,757,350) |
-16.93% |
| Grossprofit | 33,075,903 | 34,561,068 |
(1,485,165) |
-4.30% |
| Operatingexpenses | 28,064,731 | 28,708,711 |
(643,980) |
-2.24% |
| Profit(Loss)from operations | 5,011,172 | 5,852,357 |
(841,185) |
-14.37% |
| Non-operatingincome and expenses | 1,308,568 | 10,770,944 |
(9,462,376) |
-87.85% |
| Profit (Loss) before income tax for the year |
6,319,740 |
16,623,301 |
(10,303,561) |
-61.98% |
| Income tax expense(benefits) | 1,803,661 | 5,544,232 |
(3,740,571) |
-67.47% |
| Profit(Loss)for theyear | 4,516,079 | 11,079,069 |
(6,562,990) |
-59.24% |
| Reasons for changes in proportion in the most recent two years: 1. The reduction in non-operating income and expenses is mainly due to gains from the disposal of BQHK in 2022. 2. The decrease in income tax expense is mainly due to the gain from the disposal of BQHK in 2022, resulting in lower income tax expenses in China and Taiwan in 2023 compared to thepreviousyear. |
- 106 -
III. Cash flow
- (1) Change in consolidated cash flow in 2023
| III. Cash flow (1) Change in consolidated cash flow in 2023 |
III. Cash flow (1) Change in consolidated cash flow in 2023 |
III. Cash flow (1) Change in consolidated cash flow in 2023 |
|---|---|---|
| Unit: NT$ thousands | ||
| Cash balance at the beginning of | Cash balance at the end of 2023 | |
| 2023 Net cash flow | ||
| 2023 | ||
| 31,202,619 | (5,729,720) | 25,472,899 |
- (II)Analysis of changes in consolidated cash flow in 2023
Unit: NT$ thousands
| Item | 2023 | 2022 | Increase (decrease) | Change in |
|---|---|---|---|---|
| amount | proportion | |||
| Net cash flows provided byoperatingactivities |
13,611,010 | (1,190,960) |
14,801,970 |
1,243% |
| Net cash flows used in investingactivities |
(8,773,547) | 8,355,330 |
(17,128,877) |
-205% |
| Net cash flows used in financingactivities |
(10,518,022) | 3,336,129 |
(13,854,151) |
-415% |
-
(1) Operating activities turned into net cash inflows were mainly due to the decrease in capital demand for operating activities in 2023.
-
(2) Investing activities turned into net cash outflows, which were mainly due to the decrease in net disposal proceeds of subsidiary in 2023 and the increase in time deposits of more than three months.
-
(3) The net cash outflow from financing activities, which was mainly due to the purchase of subsidiary equity from non-controlling interests in 2023 and the decrease in bank borrowings compared to 2022.
-
(III) Liquidity improvement plan: The Company showed no signs of liquidity deficit.
-
(IV) Analysis of cash liquidity in the coming year: The Company, on the premise of maintaining stable cash liquidity, will carefully plan and manage cash expenditures related to investments and operations while taking, cash balances on accounts, cash flows from operating activities and investing activities and the status of financial markets into consideration.
-
IV. Material expenditures of the most recent year and impact on the Company's finances and operations
On consolidated statements, the company and subsidiaries purchased approximately NT$5 billion in real property, plant and equipment in 2023 accounting for 2.5% of net sales, and had no significant impact on the company’s financial business.
- V. Investment policy for the most recent fiscal year, the main reasons for the profits/losses generated thereby, the improvement plan, and investment plans for the coming year
The Company's investment policies are in line with business development strategies and operational needs. The annual consolidated financial statements the Share of profits of associates and joint ventures amount is NT$404,997,000 in 2023. For the coming annual period, we will continue to focus on relevant strategic investment in the industry and continue to prudently evaluate the investment plans.
- 107 -
VI. Risk Management
Qisda’s risk management focuses on company’s risk management system and risks transfer planning: Risk Management Committee (RMC) manages strategical, operational, financial and hazardous risks, and defines the vision and strategy of Qisda’s risk management to control intolerable risks and optimize total costs of risk management.
(I) Risk Management Vision
-
a. Commit to provide products and services continuously to create the long-term value for customers, shareholders, employees and society.
-
b. Systematic risk management organization and procedures, timely and effective identification, evaluation, handling, reporting and monitoring of major risks that threaten business viability, and increasing risk awareness of employees are essential for Risk Management.
-
c The vision and policy of Qisda’s risk management is not to pursue “zero” risk but effectively manage those risks that exceed the tolerance, and to optimize the total costs of risks management.
(II) Risk Management Policy
-
a. Ensuring the company’s sustainable operation, RMC should identify, evaluate, handle, report, and monitor those risks that may have negative impacts on company’s operational objectives on annual basis.
-
b. Risk should be identified and controlled before incident and loss should be mitigated during the incident, and supply system of products and services should be recovered as soon as possible afterward. Business Continuity Plans (BCPs) should be established for those major loss scenarios identified by RMC.
-
c. In consideration of cost, different control measures can be used for tolerable risks, except for:
-
Risks that may endanger employee’s life.
-
Risks that may lead to the violation of law.
-
Risks that may damage company’s reputation.
(III) RMC Organization Chart
RMC consists of chairman, secretary and members. Chief Executive Officer serves as chairman of the committee; head of Risk Management Dept. is appointed to be the secretary; all other heads of functional units are members.
==> picture [428 x 94] intentionally omitted <==
==> picture [428 x 93] intentionally omitted <==
-
108 -
-
VII. Matters for Analysis and Assessment for Risks
-
(I) The impact of interest rates, exchange rates changes and inflation on the Company's profits and losses and future countermeasures
-
The impact of recent changes in interest rates on the Company's profits and losses and future countermeasures
The bank loans to the Company and its subsidiaries are based on a floating rate basis. The measures taken by the Company and its subsidiaries in response to the risk of changes in interest rates are to regularly assess the interest rates of banks and currencies, and maintain good relationships with financial institutions in order to maintain lower financing costs and enhance the management of working capital, reduce the dependence on bank loans and diffuse the risk of changes in interest rates.
The following sensitivity analysis is based on interest rate risk. For floating rate liabilities, the analysis is based on the assumption that the balance of liabilities outstanding on the reporting date is circulating throughout the whole annual period.
If the annual interest rate increases or decreases by 1%, the net profit before tax of the Company and its subsidiaries in 2023 and 2022 will be reduced or increased by NT$ 612,606,000 and NT$ 596,920,000 respectively, with all other variables remaining unchanged. This is mainly due to the floating interest rates of loans for the Company and its subsidiaries.
- The impact of exchange rate changes on the Company's profits and losses in the most recent annual period and future countermeasures
The Group utilizes foreign currency forward contracts and foreign exchange swaps to hedge its foreign currency exposure with respect to its sales and purchases. These financial instruments help to reduce, but do not eliminate, the impact of foreign currency exchange rate movements. The maturity dates of derivative financial instruments the Group entered into were less than six months and did not conform to the criteria for hedge accounting. The Group’ s exposure to foreign currency risk arises from cash and cash equivalents, notes and accounts receivable (including related-party transactions), notes and accounts payable (including related-party transactions), other receivables (including related-party transactions), other payables (including related-party transactions), and loans and borrowings that are denominated in a currency other than the respective functional currencies of Group entities. At the reporting date, the carrying amounts of the Group’s significant monetary assets and liabilities denominated in a currency other than the respective functional currencies of Group entities and their respective sensitivity analysis were as follows (including the monetary items that have been eliminated in the accompanying consolidated financial statements):
Unit: thousands
| Unit: thousands | |||||
|---|---|---|---|---|---|
| Financial assets Monetary item USD EUR CNY JPY Non- monetary item CNY Financial Liabilities Monetary item USD EUR |
December 31,2023 | ||||
| Foreign currency |
Exchange rate |
TWD | Change in magnitude |
Effect on profit or loss |
|
| $ 1,613,382 28,414 2,230,074 2,621,014 9,558 1,533,736 7,420 |
30.7500 34.0340 4.3364 0.2175 4.3364 30.7500 34.0340 |
49,611,497 967,042 9,670,493 570,071 41,447 47,162,382 252,532 |
1% 1% 1% 1% 1% 1% 1% |
496,115 9,670 96,705 5,701 414 471,624 2,525 |
- 109 -
| CNY JPY Financial assets Monetary item USD EUR CNY JPY Non- monetary item CNY Financial Liabilities Monetary item USD EUR CNY JPY |
December 31,2023 | December 31,2023 | Effect on profit or loss 99,409 20,960 Effect on profit or loss 535,767 15,693 141,702 8,587 443 387,110 3,186 106,598 20,020 |
||
|---|---|---|---|---|---|
| Foreign currency |
Exchange rate |
TWD | Change in magnitude |
||
| 2,292,438 9,636,556 |
4.3364 0.2175 |
||||
| Foreign currency |
Exchange rate |
TWD | Change in magnitude |
||
| $ 1,743,465 47,816 3,216,324 3,685,610 10,049 1,259,713 9,708 2,419,549 8,592,235 |
30.7300 32.8200 4.4057 0.2330 4.4057 30.7300 32.8200 4.4057 0.2330 |
53,576,679 1,569,321 14,170,159 858,747 44,273 38,710,980 318,617 10,659,807 2,001,991 |
1% 1% 1% 1% 1% 1% 1% 1% 1% |
As the Group deal in diverse foreign currencies, gains and losses on foreign exchange were summarized as a single amount. The aggregate of realized and unrealized foreign exchange gains (losses) for the years ended December 31, 2023 and 2022 were $93,506.000 and $53,703,000, respectively.
- The impact of inflation on the Company's profits and losses and future countermeasures
In recent years, the market prices have risen steadily. The Company and its subsidiaries will continue to pay full attention to the inflation and appropriately adjust the product retail price and inventory to reduce the impact of inflation on the Company and its subsidiaries, and sign procurement contracts the major raw material suppliers.
- (II) The main reasons for the high-risk, high-leveraged investment, capital loan, guarantee/endorsement and derivative commodity trading, and the profits or losses and future countermeasures.
The Company and its subsidiaries have always adhered to the policies of not engaging in highrisk, high-leveraged investments. Our derivatives trading is based on risk aversion and does not engage in speculative trading. The trading of the derivatives of the Company and its subsidiaries in 2023 was based on the principles of hedging and there was no relevant operational risk generated. In the future, the Company will continue to conduct derivatives transactions on the principles of hedging caused by exchange rate and interest rate fluctuations, and continue to regularly assess foreign exchange positions and risks to reduce the Company's operational risks.
The Company and its subsidiaries have engaged in forward foreign exchange contracts and FX swap transactions mainly to hedge the risks arising from fluctuations in exchange rates of assets or liabilities denominated in foreign currencies, which are highly negatively related to the fair value changes of the derivative financial products used as hedging tools, and the assessment is regularly conducted. However, it is not subject to the hedge accounting treatment conditions and is therefore classified as a financial asset or liability measured at fair value of profits or losses.
- 110 -
When the Company and its subsidiaries engage in loaning funds to others, making guarantee/endorsement guarantees and conducting derivatives transactions, in addition to complying with relevant operating procedures, we shall regularly file the announcement in accordance with the regulations of the competent authority. As of the printing date of this Annual Report, the recipients of the Company's and its subsidiaries' loaned funds and guarantee/endorsement are only our subsidiaries.
(III) R&D expenses for future R&D projects and investment amount.
In 2024, the Company is planning to invest more than NT$ 7.1 billion in R&D expenditures. In the future, we will adjust our investment plans according to the global industry development trend and the actual operating conditions of the Company.
Future R&D plans of the Company
-
LCD Products: Next generation 4-side like frameless, Quick Access Module (USB Hub), Dualmode WOLED monitors, super high brightness and multiple-K zone, cost-effective HDR product, quantum-dot coupled with cadmium-free wide color gamut, 8K/60Hz & 6K/120Hz highresolution, USB4/Thunderbolt 5/PD 3.1(140W) application, High power supply (> 200W) solution, curvature below 1,000R monitors, 300/400/600 Hz high refresh rate & high resolution/quick response time, G-sync/FreeSync professional gaming monitors, paper-like display, ES 9.0/TCO 10 compliance and 50% recycle steel application, full range of color adjustment solutions and display software solutions.
-
Projector Products: LED 4K UHD personal portable projectors, LASER ultra short throw personal portable projectors.
-
(IV) The impact of important policies and legal regulations changes at domestic and abroad on the Company's financial status and the countermeasures
-
Policies:
The relevant units of the Company have always paid full attention to and studied the policies and laws that may affect the Company's operations, and adjusted the internal system of the Company to ensure the smooth corporate operation. In the most recent annual period, there had been no significant impact on the Company's financial status due to important domestic and foreign policies changes.
-
Legal regulations:
-
a. The Company's business operation philosophy is to comply with relevant laws and regulations as the priority; therefore, the Company's management team is always aware of the changes of relevant laws and regulations, and can respond to various situations arising from regulatory changes at any time.
-
b. There have been no other significant impact to the company's financial status due to legal changes in the most recent annual period.
-
-
(V) The impact of technological (including cyber security risk) and industrial changes on the Company's financial business and the countermeasures
The global LCD monitor market is heading towards the plateau period and its scale continues to shrink. In addition to continuing to develop new niche products in recent years, the Company has integrated resources from its subsidiaries such as BenQ Corporation, BenQ Materials Corporation, BenQ Medical Technology Corporation, BenQ Hospital, Partner Tech Corp., DFI Inc., K2 International Medical Inc., DATA IMAGE CORPORATION, MetaAge Corporation, SIMULA TECHNOLOGY INC., Alpha Networks Inc., Hitron Technologies Inc., IDT, Interactive Digital Technologies Inc. and GOLDEN SPIRIT CO., LTD. to provide more comprehensive products and services of medical equipment and consumables, biomedical and medical cosmetology, terminal customer service of retail, motherboard manufacturing and customer application services, and optimize existing business
- 111 -
operations, expand medical layout efficiency, accelerate solution development and Strategic investment in Network business. The operation of these high value-added products has laid a good foundation and layout for Qisda to meet the future growth and challenges.
The Company promotes the policies related cyber security management to fulfill protection for cyber security and deal with related matters. We also regularly evaluate the risk of cyber security, implement cyber security training and formulate the cyber security operating procedure to strictly execute the cyber security risk management,
-
(VI) The impact of corporate image changes on corporate crisis management and the countermeasures.
-
1.The Company conducts a questionnaire survey on important stakeholders every year to understand the stakeholders' expectations and concerns about the company, as an important reference for the company's continuous operation strategy, and responds and explains the operation in the annual corporate social responsibility report to ensure information transparency and effective communication.
-
The Company conducts regular inspections on matters such as the external environment, the Company's business type and management system, and responds to any situation that may affect the goodwill of the Company and simulates its possible impact. The countermeasures will minimize the uncertainty; and the risk management unit will be responsible for the operationrelated risks and impact analysis, and cooperate with the implementation of relevant contingency plan with the Risk Management Committee.
-
The Company is also actively committed to environmental protection and safety and health management, and has obtained the certification of ISO 14001 Environmental Management System and ISO 45001 Occupational Safety and Health Management System, and will pursue continuous improvement in the spirit of this certification.
-
(VII) Expected benefits and possible risks of M&A and the countermeasures. There are currently no ongoing M&A so there are no benefits and risks.
-
(VIII) Expected benefits and possible risks of the expansion of factory and the countermeasures
- Currently, the main focus of the Company and its subsidiaries in the factory and equipment is to fully utilize the existing production capacity and maximize the economy of scale. Therefore, there is no need to significantly expand the factory in the short-term.
-
(IX) Risk of procurement and sales concentration, and countermeasures The Company's domestic and foreign major raw material suppliers and customers are quite diversified, and long-term stable cooperative relations have been formed, so there is no problem and risk of concentration of purchase and sales. The Company also evaluates the financial attributes of different customers and controls the risks according to different trading modes with insurance companies, bank letters of credit and collateral, and timely tracks customer payment status to protect the Company's interests.
-
(X) The impact and risk of a substantial transfer or replacement of equities by Directors, Supervisors or Shareholders holding more than 10% of the total shares The Directors of the Company have no substantial transfer or replacement of equities.
-
(XI) Impact of changes in management on the Company and risks Not applicable due to the Board of Directors and the management team of the Company have not changed significantly.
-
(XII) Disclosure of disputed contents, amounts of the subject matters, commencement dates of the proceedings, parties involved in the proceedings of litigation or nonlitigation events, major closed or ongoing lawsuits and litigation or non-litigation events involving the Company and its Directors, Supervisors, General Managers,
-
112 -
Substantive Persons–in Charge, major shareholders holding more than 10% of total shares and affiliates/subsidiaries with results of which may have a material impact on the shareholders' equity or the price of the securities, and the actual results as of the printing date of this Annual Report.
-
Major closed or ongoing lawsuits, litigation or non-litigation events or administrative litigation involving the Company in the most recent two annual periods and as of the printing date of this Annual Report with results of which may have a material impact on the shareholders' equity or the price of the securities:
-
a. In January 2012, some direct and indirect Canadian purchasers of optical disk drive products filed class actions against the Company and BOA, among other co-defendants. In the complaints, the plaintiffs claimed monetary damages from an alleged antitrust conspiracy. The Company has reached a settlement agreement with the plaintiff, and the settlement had been approved by the Court; therefore, the case was closed.
-
Major closed or ongoing lawsuits, litigation or non-litigation events or administrative litigation involving the Company’s Directors, Supervisors, General Managers, Substantive Persons–in Charge, major shareholders holding more than 10% of total shares and affiliates/subsidiaries in the most recent two annual periods and as of the printing date of this Annual Report with results of which may have a material impact on the shareholders' equity or the price of the securities:
-
a. Litigation events of the Company’s subsidiary BenQ America Corp. (BQA):
-
(i) In January 2012, some direct and indirect Canadian purchasers of optical disk drive products filed class actions against the Company and BOA, among other co-defendants. In the complaints, the plaintiffs claimed monetary damages from an alleged antitrust conspiracy. The Company has reached a settlement agreement with the plaintiff, and the settlement had been approved by the Court; therefore, the case was closed.
-
b. Litigation events of the Company’s corporate director, AUO Corporation (AUO):
-
(i) Antitrust civil action
-
In May 2014, Nanjing LG Xingang Display Co., Ltd. and seven of its affiliated companies (plaintiffs) filed a civil lawsuit against certain LCD manufacturers, including AUO, in the Seoul Central District Court, South Korea, claiming overcharge and damages compensation. The South Korean Court of First Instance ruled in November 2023 that AUO must pay the plaintiff a total of approximately 29.099 billion won plus interest. This case is a derivative civil lawsuit from the LCD antitrust case that ended in 2006. It has been ongoing for many years since the plaintiff filed the lawsuit in 2014. AUO filed an appeal in December 2023 and deposited the aforementioned 29.099 billion won plus interest deposit to the court in January 2024. The Plaintiffs also filed an appeal in March 2024. At this stage, the final outcome of this case cannot be determined, and AUO is continuing to evaluate the substance of this lawsuit.
-
(ii) Patent action
-
Phenix Longhorn LLC (“Phenix”) filed a lawsuit against two companies, including AUO to the Eastern District of Texas with the U.S. District Court in in October 2012, claiming that had infringed certain U.S. patent related to LCD panel manufacturing held by Phenix. AUO intends to vigorously defend this lawsuit, but the final result of this case cannot be determined, and the Company is continuously evaluating the substance of this lawsuit. Explanation of Influence:
-
As of the publication date of AUO’s annual report, AUO evaluates the rationality of the recognized expenses in each financial reporting period according to the nature of the case, whether the possible loss amount is significant, the progress of the case and the opinions of professional consultants, and make necessary adjustments in the way the
-
113 -
Company thinks fit, but the final amount will not be determined until the relevant cases are concluded. AUO wants to actively defend the aforementioned unsettled or ongoing litigation cases, but the final results of these cases cannot be determined, and the possible losses (if any) cannot be accurately estimated at present. AUO is continuously evaluating the substance of these lawsuits. In addition to the above litigation events, there are other litigation cases arising from the normal operation of the merged company, but other litigation cases should not have a significant adverse impact on the operation of AUO.
-
(iii) Environmental lawsuits:
-
Since 2010, there have been environmental proceedings relating to the development Project of the Central Taiwan Science Park in Houli, Taichung, which AUO's second 8.5 generation fab is Located at (the "Project"). The Environmental Protection Administration ("EPA") of the Executive Yuan of Taiwan issued the environmental assessment and development approval on November 6, 2018. On October 24, 2019, the Appeal Review Committee of the Executive Yuan rejected the administrative appeal filed by five local residents. On December 24, 2019, the residents filed an administrative action for invalidating the environmental assessment again and the Appeal Review Committee of the Executive Yuan ruled in the residents’ favor on July 21, 2022 and invalidated the environmental assessment approval. The EPA filed an appeal in the Supreme Administrative Court on August 17, 2022. The Company will continue to monitor the development of this event.
(XIII) Other material matters: None.
- 114 -
Special Notes
I. Information about affiliates
(I) Organization chart of affiliates
==> picture [523 x 517] intentionally omitted <==
----- Start of picture text -----
Unit: Shareholding ratio (%) 2023.12.31
Qisda Corporation
BenQ Dialysis Technology Corp. /100% Qisda America Corp. /100% BenQ Corp. /100%
Qisda Optronics Corp. /100% Qisda Japan Co., Ltd. /100% Darly 2 Venture, Ltd. /100% BenQ America Corp. /100%
Darly Venture Inc. /100% Qisda Sdn. Bhd. /100% BenQ INFTY Lab Ltd. /100% BenQ Canada Corp. /100%
Darly Consulting Corporation holding by affiliated enterprises: /45.11% Qisda (L) Corp. /100% BenQ Guru Holding Limited /37.5% BenQ Latin America Corp. /100%
Darly 2 Venture, Ltd. /54.89% holding by affiliated enterprises:
BenQ Medical (Shanghai) Co., Ltd /100% Darly Venture (L) Ltd. /12.5% Darly 2 Venture, Ltd. /50% BenQ Mexico S. de R.L. de C.V. /99.97%
Partner Tech Corp. /58.04% holding by affiliated enterprises:
holding by affiliated enterprises: Darly Venture Inc. / 8% Darly 2 Venture, Ltd. /2.19% Qisda (Suzhou) Co., Ltd. /100% BenQ Guru Software Co., Ltd. /100% BenQ Corp. /0.03% BenQ Service de Mexico S.de R.L. de C.V. /99.97%
DFI Inc. holding by affiliated enterprises: /45.08% Qisda (Hong Kong) Limited /100% BenQ Material Corp. /25.21% holding by affiliated enterprises: BenQ Latin America Corp. /0.03%
Darly Venture Inc. /2% Darly 2 Venture, Ltd. /8.01% Qisda Electronics(Suzhou) Co. Ltd. /100% holding by affiliated enterprises: Qisda Corp. /13.61%
Darly Venture Inc. /4.73% Joytech LLC /100%
Darly Consulting Corporation /0.00%
Data Image Corporation /28.82% Qisda Optronics (Suzhou) Co., Ltd. /100%
holding by affiliated enterprises: Darly Venture Inc. / 5.20% Vividtech LLC / 100%
Darly 2 Venture, Ltd. /4.33% Qisda Precision Industry (SuZhou) Co., Ltd /100% BenQ Medical Technology Corporation /43.43%
holding by affiliated enterprises:
Metaage Corporation /51.41% Darly Venture Inc. /7.96% Darly 2 Venture, Ltd. /3.57% holding by affiliated enterprises: MaxGen Comercio Industrial Imp E Exp Ltda. /50%
Qisda (Shanghai) Co., Ltd. /72.18% Joytech LLC /50%
holding by affiliated enterprises:
Alpha Networks Inc. /54.60% Qisda Electronics(Suzhou) Co. Ltd. /27.82%
holding by affiliated enterprises: BenQ Asia Pacific Corp. /100% BenQ Intelligent Technology (Hongkong) Co.,Ltd. /100%
BenQ Corp. /0.003%
Darly Venture Inc. / 2.26%
Darly 2 Venture, Ltd. /0.77% BenQ Biotech (Shanghai) Co.,Ltd /70% BenQ Korea Co., Ltd. /100% ShengCheng Trading (Shanghai) Co.,Ltd /100%
Darly Consulting Corporation /2.35%
SIMULA TECHNOLOGY INC. / 37.51% Guangxi Youshan Medical Technology Co.,Ltd /55% BenQ Japan Co., Ltd. /100% BenQ Intelligent Technology (Shanghai) Co., Ltd. /100%
holding by affiliated enterprises:
Darly Venture Inc. /6.74% Darly 2 Venture, Ltd. /6.88% Wangcheng Medical Technology ( Chengdu ) Co.,Ltd /70% BenQ Australia Pty Ltd. /100% BenQ Technology (Shanghai) Co., Ltd. /100%
GOLDEN SPIRIT CO., LTD. holding by affiliated enterprises:/50% Shanghai Filter Technology Co.,Ltd /100% BenQ (M.E.) FZE. /100% BenQ Europe B.V. /100%
Darly Venture Inc. /50%
Shanghai Zhenglang Medical Equipment Co.,Ltd /51% BenQ India Private Ltd. /100% BenQ UK Limited /100%
Bigmin Bio-Tech Company Ltd. /100%
E-Strong Medical Technology Co., Ltd. /71.03% Shanghai Perfusion Medical Technology Co.,Ltd /51% BenQ Singapore Pte Ltd. /100% BenQ Deutschland GmbH /100%
holding by affiliated enterprises:
Bigmin Bio-Tech Company Ltd. /0.003% EXPERT ALLIANCE SYSTEMS & CONSULTANCY (HK) COMPANY LIMITED /54% BenQ Service & Marketing (M) Sdn. Bhd. /100% BenQ Iberica S.L.Unipersonal /100%
EXPERT ALLIANCE SMART TECHNOLOGY CO. LTD. / 100% BenQ (Thailand) Co., Ltd. /100% BenQ Austria GmbH /100%
Qisda Vietnam Co.,Ltd /100% PT. BenQ Teknologi Indonesia holding by affiliated enterprises:/99.69% BenQ Benelux B.V. /100%
BenQ Corp. /0.31%
Darly Venture (L) Ltd. /100% BenQ Italy S.R.L. /100%
BenQ Vietnam Co., Ltd. /100%
BenQ BM Holding Cayman Corp. holding by affiliated enterprises: /44.32% BenQ France SAS /100%
Darly Venture (L) Ltd. /5.78% Darly Venture Inc. /10.21%
BenQ Corp. /8.17% Darly 2 Venture, Ltd. /26.55%
BenQ Nordic A.B. /100%
BenQ BM Holding Corp. /100%
BenQ LLC /100%
NanJing BenQ Hospital Co., Ltd. /100%
MainteQ Europe B.V. /100%
Suzhou BenQ Hospital Co., Ltd. /68.35%
holding by affiliated enterprises:
Suzhou BenQ Investment Co., Ltd. /31.65%
BenQ Hospital Management Consulting (NanJing)
Co., Ltd. /100%
BenQ Healthcare Consulting Corporation /100%
Suzhou BenQ Investment Co., Ltd. /100%
----- End of picture text -----
Note: Please refer to the 2023 Annual Reports of the Company’s Subsidiaries BenQ Materials Corporation, BenQ Medical Technology Corporation, Partner Tech Corp., DFI Inc., DATA IMAGE CORPORATION, MetaAge Corporation, SIMULA TECHNOLOGY INC. and Alpha Networks Inc. to respectively to respectively see its organization chart of affiliates
- 115 -
| Main Activities | Manufacturing and trading of medical equipment |
Development, manufacturing and sales of various functional film products |
Production and sales of electronic products and point of sale and import and export trade |
Manufacturing, processing and trading of industrial computer boards and computer components |
Design, manufacture and sale of display modules |
ICT Infrastructures, Computing & Data Utilization, Digitalization, Clouds, Software and Services |
Electronic Parts/Components | Trading in medical equipment | Trading in medical equipment | Trading in medical equipment |
|---|---|---|---|---|---|---|---|---|---|---|
Paid-in Capital |
445,660 | 3,206,745 | 750,856 | 1,144,889 | 693,996 | 1,883,573 | 799,729 | 350,000 | 15,000 | 333,500 |
| Currency | NTD | NTD | NTD | NTD | NTD | NTD | NTD | NTD | NTD | NTD |
| Address | 7F., No. 46, Zhouzi St., Neihu Dist., Taipei City 114, Taiwan | No. 29, Jianguo E. Rd., Guishan Dist., Taoyuan City 333, Taiwan |
10F., No. 233-1, Baoqiao Rd., Xindian Dist., New Taipei City 231, Taiwan |
10F., No. 97, Sec. 1, Xintai 5th Rd., Xizhi Dist., New Taipei City, Taiwan |
30F., No.93, Sec. 1, Xintai 5th Rd., Xizhi Dist., New Taipei City 221, Taiwan |
10F., No. 516, Sec. 1, Neihu Rd., Neihu Dist., Taipei City 114, Taiwan |
14F., No.1351, 14F., No.1353, Zhong-Zheng Rd., Taoyuan Dist., Taoyuan City 33071, Taiwan |
No. 232, Dazhong 2nd Rd., Zuoying Dist., Kaohsiung City 81369, Taiwan |
No. 232, Dazhong 2nd Rd., Zuoying Dist., Kaohsiung City 81369, Taiwan |
No. 27, Nongyuan Rd., Changzhi Township, Pingtung County 908126, Taiwan |
| Date of incorporati on |
1989.03.21 | 1998.07.16 | 1990.02.21 | 1981.07.14 | 1997.11.22 | 1998.04.16 | 2003.12.15 | 2001.08.31 | 1991.11.13 | 2013.09.11 |
| abbreviation | BMT | BMC | PTT | DFI | DIC | MTG | SIMULA | GSC | BMB | ESM |
| Name of business | BenQ Medical Technology Corporation |
BENQ MATERIALS CORP. | PARTNER TECH CORP. | DFI INC. | DATA IMAGE CORPORATION | MetaAge Corporation | SIMULA TECHNOLOGY INC. | GOLDEN SPIRIT CO., LTD. | Bigmin Bio-Tech Company Ltd. | E-STRONG MEDICAL TECHNOLOGY CO., LTD. |
- 116 -
| Main Activities | Networking design, manufacturing and service supplier. |
Manufacturing of computer peripheral products and provide smart service |
Manufacturing of computer peripheral products and provide smart service |
Brand product manufacturing and sales |
Electronic product trading in Asia |
Manufacturing and trading of medical equipment |
Manufacturing of computer peripheral products |
Holding company | Holding company | Investment management consultant |
Assembly and trading of E-sport products |
Management consultant | Electronic product trading | Electronic product trading and product repair in the local market |
Leasing and management services |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Paid-in Capital |
5,417,185 | 30,000 | 100 | 3,200,000 | 200,000 | 280,000 | 1,000 | 2,011,814 | 2,273,724 | 268,326 | 69,469 | 23,474 | 1,000 | 10,000 | 50,274 |
| Currency | NTD | HKD | MOP | NTD | NTD | NTD | NTD | NTD | NTD | NTD | NTD | NTD | USD | JPY | MYR |
| Address | No. 8, Li-Hsin 7th Rd., Hsinchu Science Park, Hsinchu, Taiwan |
Unit 1103 11/F Orient International Tower, 1018 Tai Nan West Street, Cheung Sha Wan Kowloon, Hong Kong |
Flat F, 17Floor, Centro Comercial Cheng Feng, 336-342 Alameda Dr Carlos D'Assumpcao, Macau. |
No. 16, Jihu Rd., Neihu Dist., Taipei City 114, Taiwan | No. 12, Jihu Rd., Neihu Dist., Taipei City 114, Taiwan | No. 159-1, Shanying Rd., Guishan Dist., Taoyuan City 333, Taiwan |
No. 1, Xingye St., Guishan Dist., Taoyuan City 333, Taiwan | No. 12, Jihu Rd., Neihu Dist., Taipei City 114066, Taiwan | No. 12, Jihu Rd., Neihu Dist., Taipei City 114066, Taiwan | No. 12, Jihu Rd., Neihu Dist., Taipei City 114066, Taiwan | No. 14, Jihu Rd., Neihu Dist., Taipei City 114066, Taiwan | No. 12, Jihu Rd., Neihu Dist., Taipei City 114, Taiwan | 8941 Research Drive, Suite 200, Irvine, CA 92618 USA | 3-30-1, KAIGAN AKIMOTO SOKO 3A 5F. MINATO-KU, Tokyo, Japan |
2686 Jalan Todak, Seberang Jaya 13700 Prai Penang, Malaysia |
| Date of incorporati on |
2003.09.04 | 2011.03.29 | 2018.12.14 | 2000.03.13 | 2007.09.28 | 2014.10.08 | 2014.12.11 | 1996.05.02 | 2000.01.19 | 2001.08.29 | 1994.12.08 | 2009.02.05 | 2007.07.05 | 2007.07.27 | 1989.11.15 |
| abbreviation | Alpha | EASCHK | EASTMO | BenQ | BQP | BDT | QTOS | APV | Darly2 | DarlyC | INF | BHCC | QALA | QJTO | QLPG |
| Name of business | Alpha Networks Inc. | EXPERT ALLIANCE SYSTEMS & CONSULTANCY (HK) COMPANY LIMITED |
EXPERT ALLIANCE SMART TECHNOLOGY CO. LTD. |
BenQ corporation | BENQ ASIA PACIFIC CORP. | BENQ DIALYSIS TECHNOLOGY CORP. |
QISDA OPTRONICS CORP. | Darly Venture Inc. | Darly2 Venture, lnc. | Darly Consulting Corporation. | BenQ INFTY Lab Ltd. | BenQ Healthcare Consulting Corporation |
Qisda America Corp. | Qisda Japan Co., Ltd. | Qisda Sdn. Bhd. |
- 117 -
| Main Activities | Holding company | Trading in medical equipment | Processing of liquid crystal displays and mobile communication products |
Holding company | Processing of liquid crystal display modules |
Processing of optoelectronic products such as projectors |
Processing of plastic parts | Processing of liquid crystal display |
Manufacturing and trading of medical equipment |
Trading in medical equipment | Trading in medical equipment | R&D, manufacturing and sales of synthetic materials and rubber products |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
Paid-in Capital |
114,250 | 1,360 | 74,000 | 10 | 11,800 | 12,460 | 5,000 | 66,500 | 200,000 | 6,000 | 2,000 | 75,000 |
| Currency | USD | USD | USD | HKD | USD | USD | USD | USD | CNY | CNY | CNY | CNY |
| Address | London Room, Unit Level 3(J), Main Office Tower, Financial Park Labuan Complex, Jalan Merdeka, 87000 Labuan F.T., Malaysia |
Room 2, Unit C, 8th Floor, Building D, No. 207, Yuhong Road, Changning District, Shanghai, China |
No. 169, Zhujiang Road, Suzhou New District, Jiangsu, China |
Room 1204, Yu Sung Boon Bldg., 107-111 Des Voeux Road Central, Hong Kong |
No. 169, Zhujiang Road, Suzhou New District, Jiangsu, China | No. 169, Zhujiang Road, Suzhou New District, Jiangsu, China | No. 169, Zhujiang Road, Suzhou New District, Jiangsu, China |
No. 669, Taihua Road, Pudong New Area, Shanghai, China | No. 613, 713 Taihua Road, Pudong New District, Shanghai | Room 1322,13/F,TOWER 1,Datang headquarters,No.21, Pingle Road, Nanning Area of China (Guangxi) Pilot Free Trade Zone, China |
Room 1-401,Building 17, Chengdu Cross-Strait Technology Industry Development Park,Wenjiang District, Chengdu, Sichuan Province,China |
Building 4, No. 613, 713 Taihua Road, Pudong New District, Shanghai, China |
| Date of incorporati on |
1997.01.23 | 2015.07.20 | 1993.06.25 | 2008.12.04 | 2000.02.23 | 2000.01.12 | 2007.07.27 | 2005.12.15 | 2019.08.19 | 2020.01.19 | 2020.11.25 | 2020.12.24 |
| abbreviation | QLLB | BMSH | QCSZ | QCHK | QCES | QCOS | QCPS | QCSH | BBC |
Youshan | Wangcheng | Filter |
| Name of business | Qisda (L) Corp. | BenQ Medical (Shanghai) Co., Ltd |
Qisda (Suzhou) Co., Ltd. | Qisda (Hong Kong) Limited | Qisda Electronics (Suzhou) Co. Ltd. |
Qisda Optronics (Suzhou) Co., Ltd. |
Qisda Precision Industry (SuZhou) Co., Ltd |
Qisda (Shanghai) Co., Ltd. | BenQ Biotech (Shanghai) Co., Ltd |
Guangxi Youshan Medical Technology Co., Ltd |
Wangcheng Medical Technology(Chengdu) Co.,Ltd |
Shanghai Filter Technology Co., Ltd |
- 118 -
| Main Activities | trading of medical equipment | Manufacturing and trading of medical equipment |
Manufacturing of liquid crystal display |
Holding company | Holding company | Holding company | Medical service | Medical service | Management consultant | Holding company | Holding company | R&D and trading of computer information systems |
Electronic product trading in north USA |
Electronic product trading | Electronic product trading in Central and South America |
Electronic product trading |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Paid-in Capital |
6,000 | 5,000 | 40,000 | 6,000 | 244,945 | 262,463 | 182,015 | 601,975 | 1,000 | 30,000 | 62,400 | 13,200 | 2,000 | 1 | 9,350 | 3 |
| Currency | CNY | CNY | USD | USD |
USD | USD | USD | CNY | USD | USD | HKD | USD | USD | CAD | USD | MXN |
| Address | Room A05,Floor 1,Building 2,No. 613, 713 Taihua Road, Pudong New District, Shanghai,China |
Room A03,Floor 1,Building 2,No. 613, 713 Taihua Road, Pudong New District, Shanghai,China |
Lot CN12, Dong Van 4 Industrial Park, Dai Cuong Commune, Kim Bang District, Ha Nam Province, Vietnam. |
London Room, Unit Level 3(J), Main Office Tower, Financial Park Labuan Complex, Jalan Merdeka, 87000 Labuan F.T., Malaysia |
Floor 4, Willow House, Cricket Square, PO Box 2804, Grand Cayman KY1-1112, Cayman Islands |
Unit Level 3(J), Main Office Tower, Financial Park Complex Labuan Jalan Merdeka, 87000 W.P. Labuan, Malaysia |
No. 71 Hexi street, Jianye District, Nanjing, China | No.181, Zhuyuan Road, High Tech Zone, Jiangsu, Suzhou, China |
No. 71 Hexi street, Jianye District, Nanjing, China | No.181, Zhuyuan Road, High Tech Zone, Jiangsu, Suzhou, China |
Unit A2, 10/F, Block A, Tin On Industrial Building, 777-779 Cheung Sha Wan Road, Lai Chi Kok, Hongkong |
Second Floor,S2 Factory,169 Zhujiang Road, New District,Suzhou, China |
3200 Park Center Dr., Suite 150, Costa Mesa, CA 92626 USA | 3-1750 The Queensway, Suite 1265, Toronto, on M9C 5H5 Canada |
8350 NW 52nd street, Suite 301, Miami FL 33166, USA. | Calle Vía, Magna No. 25, Piso 7, Bosques de la Herradura, Huixquilucan, Estado de México, México, C.P. 52783 |
| Date of incorporati on |
2021.06.24 | 2023.03.01 | 2019.10.23 | 1997.01.23 | 2009.01.05 | 2003.10.30 | 2003.11.11 | 2004.07.07 | 2005.11.14 | 2015.09.16 | 2005.12.08 | 1998.07.21 | 1997.09.25 | 2003.09.29 | 2005.10.13 | 2002.05.27 |
| abbreviation | Zhenglang | Pufeixin | QVH | Darly | BBHC | BBM | NMH | SMH | NMHC | BIC | GSH | GSS | BQA | BQca | BQL | BQmx |
| Name of business | Shanghai Zhenglang Medical Equipment Co., Ltd |
Shanghai Perfusion Medical Technology Co., Ltd |
Qisda Vietnam Co., Ltd |
Darly Venture (L) Ltd | BenQ BM Holding Cayman Corp. |
BenQ BM Holding Corp. | NANJING BenQ Hospital Co., Ltd. |
Suzhou BenQ Hospital Co., Ltd. | BenQHospital Management Consulting (NanJing) Co., LTD. |
Suzhou BenQ Investment Co., Ltd. |
BenQ Guru Holding Limited | BenQ Guru Software Co., Ltd. | BenQ America Corp. | BenQ Canada Corp. | BenQ Latin America Corp. | BenQ Mexico S. de R.L. de C.V. |
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| Main Activities | Provide various administrative and management services |
Holding company | Holding company | Electronic product trading | Electronic product trading in HK | Electronic product trading | Trading in electronic products in China |
Electronic product trading | Electronic product trading in Europe |
Electronic product trading | Electronic product trading | Electronic product trading | Electronic product trading | Electronic product trading | Electronic product trading | Electronic product trading | Electronic product trading | Provide various administrative and management services |
Display and projector repair service in Europe |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Paid-in Capital |
3 | 2,646 | 2,646 | 23,901 | 4,000 | 100 | 3,000 | 200 | 12,523 | 300 | 600 | 150 | 35 | 18 | 300 | 50 | 100 | 50 | 818 |
| Currency | MXN | USD | USD | BRL | USD | USD | USD | USD | EUR | GBP | EUR | EUR | EUR | EUR | EUR | EUR | SEK | RUB | EUR |
| Address | Calle Camino a la Mina, Sin Número, San Luis Grande, Tepexpan Acolman, México C.P. 55885 |
8350 NW 52nd street, Suite 301, Miami FL 33166, USA. | 8350 NW 52nd street, Suite 301, Miami FL 33166, USA. | Rua Haddock Lobo, 585 7 andar CEP 01414-001 Sao Paulo, SP Brazil |
Unit A-2, 10/F, Tin On Industrial Building,777-779 Cheung Sha Wan Road, Lai Chi Kok, Kowloon, Hong Kong |
Room 5, Unit C, 8th Floor, Building D, No. 207, Yuhong Road, Changning District, Shanghai, China |
Unit E, 8th Floor, Building D, No. 207, Yuhong Road, Changning District, Shanghai, China |
Room 2103F, 21st Floor, No. 28, Maji Road, Waigaoqiao Free Trade Zone, Shanghai, China |
Meerenakkerweg1-12,1-17,1-19and 1-23, Eindhoven, the Netherlands |
3 Staplehurst Office Centre, Weston-on-the-Green, OX25 3QU, Bicester Oxfordshire, United Kingdom |
Essener Strasse 5, 46047 Oberhausen, Germany | C/-Constitucion, 1-3 (3rd f1),08960 San Just Desvern, Barcelona, Spain |
Altmannsdorfer Strasse 89, Top 6, 1120 Vienna, Austria | Meerenakkerweg 1-12, 1-17, 1-19 and 1-23, Eindhoven, the Netherlands |
Viale Ercole Marelli 165, 5th Floor, 20099 Sesto San Giovanni, Italy |
Centre d’affaires La Boursidiere RN 186, 92350 Le Plessis Robinson France |
Norgegatan 1, 164 32 Kista, SWEDEN | Park Place Moscow, 113/1 Leninski Prospekt B101, 117198 Moscow, Russian Federation |
Nijverheidsweg 9-13, 5627 BT, Eindhoven, The Netherlands |
| Date of incorporati on |
2011.07.21 | 2009.11.20 | 2010.01.04 | 2010.01.14 | 2017.07.05 | 2015.10.10 | 2017.10.13 | 2003.10.24 | 1994.09.26 | 1997.11.07 | 2000.09.07 | 2002.10.19 | 2001.08.07 | 2000.10.12 | 2002.02.14 | 2004.04.08 | 2005.12.06 | 2011.01.02 | 2002.04.05 |
| abbreviation | BQms |
Joytech | Vividtech | MaxGen | BQHK_HLD | BQsha_EC2 | BQC_RO | BQls | BQE | BQuk | BQde | BQib | BQat | BQnl | BQit | BQfr | BQse | BQru | MQE |
| Name of business | BenQ Service de Mexico S. de R. L. de C.V. |
Joytech LLC. | Vividtech LLC. | MaxGen Comercio Industrial Imp E Exp Ltda. |
BenQ Intelligent Technology (Hongkong) Co., Ltd. |
ShengCheng Trading (Shanghai)Co.,LTD |
BenQ Intelligent Technology (Shanghai) Co., Ltd. |
BenQ Technology (Shanghai) Co., Ltd. |
BenQ Europe B.V. | BenQ UK Limited | BenQ Deutschland GmbH | BenQ Iberica S.L. Unipersonal | BenQ Austria GmbH | BenQ Benelux B.V. | BenQ Italy S.R.L. | BenQ France SAS | BenQ Nordic A.B. | BenQ LLC | MainteQ Europe B.V. |
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| Main Activities | Electronic product trading | Electronic product trading | Electronic product trading | Electronic product trading | Electronic product trading | Electronic product trading | Electronic product trading | Electronic product trading | Electronic product trading | Electronic product trading | Note: Please refer to the 2023 Annual Reports of the Company’s Subsidiaries BenQ Materials Corporation, BenQ Medical Technology Corporation, Partner Tech Corp., DFI Inc., DATA IMAGE CORPORATION, MetaAge Corporation, SIMULA TECHNOLOGY INC. and Alpha Networks Inc. to respectively see its affiliate organizational chart. 3. Presumed to be the same shareholder for those with relations of control and affiliation: None. 4. Overall business covered by the affiliates and subsidiaries, and the interaction and division of labor: The Company's business coverage: DMS (Design and Manufacturing Service): Engaged in the design, development, manufacturing and sales of various electronic products. Brand Marketing: Engaged in design, development and sales of our private brand products. Materials Science: Engaged in research, development, manufacturing and sales of various electronic chemical film products. Medical Services: Hospitals that provide medical services. Network communication: Engaged in the commissioned design, research and development, manufacturing and sales of broadband, wireless network products and computer network systems equipment and their components. The Company is convinced that this division of labor system will enable the Company's overall operations to be upgraded, and will be able to fully utilize synergies in R&D, manufacturing, marketing and investment strategies to form the best competitive advantages. |
|---|---|---|---|---|---|---|---|---|---|---|---|
Paid-in Capital |
50,000 | 10,000 | 2,191 | 1,000 | 440,296 | 500 | 100 | 60,000 | 3,250,000 | 4,632,200 | |
| Currency | KRW | JPY | AUD | AED | INR | SGD | MYR | THB | IDR | VND | |
| Address | 1801,288, Digital-ro, Guro-gu, Seoul, Korea | 8Fl., NK Uchikanda Bldg. 1-14-5 Uchikanda, Chiyoda-ku, Tokyo 101-0047 Japan |
Unit 7, 175 Briens Road, Northmead NSW 2152 | P. O. Box 18007, Jebel Ali Free Zone, Dubai. U.A.E. | 9B Building, 3rd Floor, DLF Cyber city Phase-3, Gurgaon- 122002, Haryana, India |
8 Burn Road #11-07 Trivex, Singapore 369977 | C-39-5, Block C, Jaya One, No. 72A, Jalan Prof Diraja Ungku Aziz, 46200 Petaling Jaya, Malaysia. |
28th Fl., Sinn Sathorn Tower. 77/119 Krungdhonburi Road, Klongtonsai, Klongsarn, Bangkok 10600, Thailand |
Wisma 77 Tower 2 Lantai 5 Zone 1, Jalan Letjen S. Parman Kavling 77, Slipi, Palmerah, West Jakarta, DKI Jakarta, 11410 |
14th Floor, HM Town, 412 Nguyen Thi Minh Khai, Ward 5, Dist 3, HCMC |
|
| Date of incorporati on |
2006.08.18 | 1996.07.19 | 2000.06.05 | 2001.04.07 | 2000.02.29 | 2000.09.20 | 2004.03.04 | 2003.02.20 | 2017.11.06 | 2021.10.11 | |
| abbreviation | BQkr | BQjp | BQau | BQme | BQin | BQsg | BQmy | BQth | BQid | BQvn | |
| Name of business | BenQ Korea Co., Ltd. | BenQ Japan Co., Ltd. | BenQ Australia Pty Ltd | BenQ (M.E.) FZE. | BenQ India Private Ltd. | BenQ Singapore Pte Ltd. | BenQ Service & Marketing (M) Sdn. Bhd. |
BenQ (Thailand) Co., Ltd. | PT. BENQ TEKNOLOGI INDONESIA | BenQ Vietnam Co., Ltd |
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(V) Directors, supervisors, and presidents of affiliates
March 31, 2024; Unit: in thousand shares; NT$ 1,000; %
| Shareholding | Shareholding | |||
|---|---|---|---|---|
| Name of | ||||
| Title | Name or representative | Shares (Investment | (Investment | |
| business | ||||
| Amount) | Holding%) | |||
| BMT | Director General manager |
BenQ Corp.Representative: Peter Chen, Danny Shen, Michael Kuan, Harry Yang Chang, Chin-Tung (Independent director), Chou, Kuang-Jen (Independent director) Michael Kuan |
24,491,956 | 54.96% |
| BMC | Director General manager |
Qisda Corp. Representative: ZC. Chen, Peter Chen, Ray Liu BenQ Corp.Representative: Conway Lee K.Y. Lee, Yeh, Fu-Hai (Independent director), Lu, Yu-Yang (Independent director) Wang, Gong (Independent director) Liu, Jun-Lin (Independent director) Ray Liu |
129,241,347 | 40.30% |
| PTT | Director General manager |
Qisda Corp. Representative: Peter Chen, Pete Wang, Joshua Tzeng Wu Hung Lin Victor Tsan (Independent director), Calvin Wang (Independent director), Ryan Shen (Independent director) Pete Wang |
51,231,888 | 68.23% |
| DFI | Director General manager |
Qisda Corp. Representative: Peter Chen, Alexander Su, Joshua Tzeng Luo, Bing-Kuan Chu, Chih-Hao (Independent director), Yeh, Te-Chang (Independent director) Alexander Su |
63,078,873 | 55.10% |
| DIC | Director General manager |
Qisda Corp. Representative: Joe Huang, Joe Lee, Jasmin Hung, Daniel Hsueh Yu, Su-Ping Deng, Fu-Ji Yeh, Hui-Hsin (Independent director), Ma, Xiao-Kang (Independent director), He, Wen-Xian (Independent director) Yu, Su-Ping |
26,612,305 | 38.35% |
| MetaAge | Director General manager |
Qisda Corp. Representative: Joshua Tzeng, Jasmin Hung, TK Yang, Guo, Shu-Er Wang, Wen-Cong (Independent director), Wang, Jin-Lai (Independent director), Lai, Shan-Gui (Independent director) TK Yang |
96,841,239 | 51.41% |
| SIMULA | Director General manager |
Qisda Corp. Representative: Joe Huang, Jo Yao Hu, Cheng, Yin-Shiang, Yuchin Lin Chen, Jin-ji (Independent director), Tan,Tang-O (Independent director), Yeh, Hui-Hsin (Independent director) Jo Yao Hu |
40,890,000 | 51.11% |
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| Shareholding | Shareholding | |||
|---|---|---|---|---|
| Name of | ||||
| Title | Name or representative | Shares (Investment | (Investment | |
| business | ||||
| Amount) | Holding%) | |||
| GSC | Director Supervisor |
Qisda Corp. Representative: Spark Huang, Harry Yang, Chris Chao Qisda Corp. Representative: JimmyHsu |
35,000,000 | 100.00% |
| BMB | Director Supervisor |
GOLDEN SPIRIT CO., LTD. Representative: Spark Huang, Harry Yang, Chris Chao GOLDEN SPIRIT CO., LTD. Representative: JimmyHsu |
1,500,000 | 100.00% |
| ESM | Director Supervisor |
GOLDEN SPIRIT CO., LTD. Representative: Spark Huang, Harry Yang, Joy Chang, Chris Chao NEW IMAGE MEDICAL CO., LTD. Representative: Wu, Sheng-Zhong Bigmin Bio-Tech Company Ltd. Representative: JimmyHsu |
23,687,866 | 71.03% |
| Alpha | Director General manager |
Qisda Corp. Representative: April Huang, Peter Chen, Joe Huang, Jasmin Hung Shu-Hsing Li (Independent director), Cheng-Jung Chiang (Independent director), Ming-Der Hsieh (Independent director), Julian Chen (Independent director) April Huang |
295,797,126 | 54.60% |
| EASCHK | Director | Lee Chang Hung, Huang, Chih-Kuang, U Io Fai, Chan Fong Ieong, Pun Hon Lam |
Contribution amount HKD30,000,100 |
54.00% |
| EASTMO | Director | Lee Chang Hung, Huang, Chih-Kuang, U Io Fai | Contribution amount MOP100,000 |
54.00% |
| BenQ | Director Supervisor General manager |
Qisda Corp. Representative: K.Y. Lee, Peter Chen, Conway Lee, Jasmin Hung Qisda Corp. Representative: Jimmy Hsu Conway Lee |
320,000,000 | 100.00% |
| BQP | Director Supervisor General manager |
BenQ Corp.Representative: Conway Lee, Jeffrey Liang, Billy Liou BenQ Corp.Representative: Jeff Wu Jeffrey Liang |
20,000,000 | 100.00% |
| BDT | Director Supervisor |
Qisda Corp. Representative: Spark Huang, Harry Yang, Jimmy Hsu Qisda Corp. Representative: JoyChang |
28,000,000 | 100.00% |
| QTOS | Director Supervisor |
Qisda Corp. Representative: Joe Huang, Jasmin Hung, Daniel Hsueh Qisda Corp. Representative: JimmyHsu |
100,000 | 100.00% |
| APV | Director Supervisor |
Qisda Corp. Representative: Jasmin Hung, Peter Chen, Michael LS Wang Qisda Corp. Representative: JimmyHsu |
201,181,383 | 100.00% |
| Darly2 | Director Supervisor |
BenQ Corp. Representative: Jasmin Hung, Peter Chen, Michael LS Wang BenQ Corp. Representative: JimmyHsu |
227,372,437 | 100.00% |
| DarlyC | Director Supervisor |
Darly2 Venture, lnc. Representative: Jasmin Hung, Peter Chen, Michael LS Wang Darly Venture Inc. Representative: JimmyHsu |
26,832,611 | 100.00% |
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| Shareholding | Shareholding | |||
|---|---|---|---|---|
| Name of | ||||
| Title | Name or representative | Shares (Investment | (Investment | |
| business | ||||
| Amount) | Holding%) | |||
| INF | Director Supervisor |
BenQ Corp.Representative: Conway Lee, Peter Huang, Enoch Huang BenQ Corp.Representative: Jeff Wu |
6,946,880 | 100.00% |
| BHCC | Director Supervisor |
BenQ BM Holding Corp. Representative: Mark Hsiao, Peter Chen, Ron Chiang, Jasmin Hung BenQ BM Holding Corp. Representative: JimmyHsu |
2,347,414 |
95.02% |
| QALA | Director General manager |
Jack Wang, Daniel Hsueh, Ping Shen Daniel Hsueh |
1,000,000 | 100.00% |
| QJTO | Director Supervisor |
Jack Wang, Chen, Pei-Tzu, Jimmy Hsu Zhao Si-Yi |
Contribution amount JPY10,000,000 |
100.00% |
| QLPG | Director | Jasmin Hung, SS Lim, Jimmy Hsu | Contribution amount MYR 50,274,200 |
100.00% |
| QLLB | Director | Jasmin Hung, Peter Chen, Jimmy Hsu, BABY MARI- LEN DIMAYUGA NGU |
114,250,000 | 100.00% |
| BMSH | Director Supervisor General manager |
Qisda (L)Corp. Representative: Harry Yang, Frencis Xiao, Rackie Kuo Qisda (L)Corp. Representative: Mercer Peng Frencis Xiao |
Contribution amount USD1,360,000 |
100.00% |
| QCSZ | Director Supervisor General manager |
Qisda (L)Corp. Representative: Eric Lee, Aaron Chang, Mercer Peng Qisda (L)Corp. Representative: Jimmy Hsu Mark Hsiao |
Contribution amount USD74,000,000 |
100.00% |
| QCHK | Director | HUNG, CHIU-CHIN; CHEN, CHI-HONG; HSU, FENG- LIN |
10,000 | 100.00% |
| QCES | Director Supervisor General manager |
Qisda (Hong Kong) Limited Representative: Eric Lee, Aaron Chang, Mercer Peng Qisda (Hong Kong) Limited Representative: Jimmy Hsu Mark Hsiao |
Contribution amount USD11,800,000 |
100.00% |
| QCOS | Director Supervisor General manager |
Qisda (Hong Kong) Limited Representative: Eric Lee, Aaron Chang, Mercer Peng Qisda (Hong Kong) Limited Representative: Jimmy Hsu Mark Hsiao |
Contribution amount USD12,460,000 |
100.00% |
| QCPS | Director Supervisor General manager |
Qisda (Hong Kong) Limited Representative: Eric Lee, Aaron Chang, Mercer Peng Qisda (Hong Kong) Limited Representative: Jimmy Hsu Mark Hsiao |
Contribution amount USD5,000,000 |
100.00% |
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| Shareholding | Shareholding | |||
|---|---|---|---|---|
| Name of | ||||
| Title | Name or representative | Shares (Investment | (Investment | |
| business | ||||
| Amount) | Holding%) | |||
| QCSH | Director Supervisor General manager |
Qisda Electronics (Suzhou) Co. Ltd. Representative: Eric Lee Qisda (Hong Kong) Limited Representative: Aaron Chang, Mercer Peng Qisda (Hong Kong) Limited Representative: Jimmy Hsu Mark Hsiao |
Contribution amount USD66,500,000 |
100.00% |
| BBC | Director Supervisor |
Qisda Corp. Representative: Spark Huang, Mark Hsiao, Jasmin Hung Shanghai Kunxin Medical Technology Co., Ltd. Representative: Xia, Lie-Bo Qisda Corp. Representative: Michael Lee Shanghai Kunxin Medical Technology Co., Ltd. Representative: He,Hong-Xing |
Contribution amount CNY 140,000,000 |
70.00% |
| Youshan | Director Supervisor |
BenQ Biotech (Shanghai) Co., Ltd Representative: Xia Liebo, Wen, Hu Guangxi Youshan Investment Co., Ltd Representative: Huang, Tian Yue BenQ Biotech (Shanghai) Co., Ltd Representative: Lei,Xin-Hua |
Contribution amount CNY3,300,000 |
38.50% |
| Wangcheng | Director Supervisor |
Xu, Yong BenQ Biotech (Shanghai) Co., Ltd Representative: Wen, Hu, Fan, Shi-Hai BenQ Biotech (Shanghai) Co., Ltd Representative: Wu,Zhan-cheng |
Contribution amount CNY1,100,000 |
49.00% |
| Filter | Director Supervisor |
BenQ Biotech (Shanghai) Co., Ltd Representative: Mark Hsiao, Xia, Lie-Bo, Spark Huang, Jasmin Hung Michael Lee,He,Hong-Xing |
Contribution amount CNY 75,000,000 |
70.00% |
| Zhenglang | Director Supervisor |
BenQ Biotech (Shanghai) Co., Ltd Representative: Xia, Lie-Bo, Lei, Xin-Hua, Shanghai Zhenglang Enterprise Management Partnership (Limited Partnership) Representative: Zheng feng Shanghai Zhenglang Enterprise Management Partnership (Limited Partnership) Representative: An Ting |
Contribution amount CNY3,060,000 |
35.70% |
| Pufeixin | Director Supervisor |
BenQ Biotech (Shanghai) Co., Ltd Representative: Xia, Lie-Bo, Lei, Xin-Hua, Shanghai Yisheng Luyuan Enterprise Management Partnership (Limited Partnership) Representative: Zhang,jianxing Shanghai Yinamiao Enterprise Management Partnership (Limited Partnership) Representative: Yang fengping BenQ Biotech (Shanghai) Co., Ltd Representative: He,Hong-Xing |
Contribution amount CNY2,550,000 |
35.70% |
| QVH | Director Supervisor |
Qisda Corp. Representative: Eric Lee, Simon Teo, Mercer Peng, Robert Lin Qisda Corp. Representative: JimmyHsu |
Contribution amount USD40,000,000 |
100.00% |
| Darly | Director | Jasmin Hung, Peter Chen, Michael LS Wang, BABY MARI-LEN DIMAYUGA NGU |
6,000,000 | 100.00% |
| BBHC | Director | Peter Chen, Jasmin Hung, Mark Hsiao, Louise Wang |
232,746,740 | 95.02% |
| BBM | Director | Peter Chen, Jasmin Hung, Mark Hsiao, Louise Wang,BABY MARI-LEN DIMAYUGA NGU |
262,463,251 | 95.02% |
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| Shareholding | Shareholding | |||
|---|---|---|---|---|
| Name of | ||||
| Title | Name or representative | Shares (Investment | (Investment | |
| business | ||||
| Amount) | Holding%) | |||
| NMH | Director Supervisor General manager |
BenQ BM Holding Corp. Representative: Mark Hsiao, Peter Chen, Michael Tseng, Louise Wang, Jasmin Hung, Yu, Zhen-Kun BenQ BM Holding Corp. Representative: Jimmy Hsu Mark Hsiao |
Contribution amount USD 182,014,984 |
95.02% |
| SMH | Director Supervisor General manager |
BenQ BM Holding Corp. Representative: Mark Hsiao, Peter Chen, Michael Tseng, Louise Wang, Jasmin Hung, Zhou, Xiao-Qing BenQ BM Holding Corp. Representative: Jimmy Hsu Mark Hsiao |
Contribution amount CNY 601,975,000 |
95.02% |
| NMHC | Director Supervisor General manager |
BenQ BM Holding Corp. Representative: Mark Hsiao, Peter Chen, Michael Tseng, Louise Wang, Jasmin Hung BenQ BM Holding Corp. Representative: Jimmy Hsu Mark Hsiao |
Contribution amount USD 1,000,000 |
95.02% |
| BIC | Director Supervisor General manager |
BenQ BM Holding Corp. Representative: Mark Hsiao, Jasmin Hung, Louise Wang, Ron Chiang BenQ BM Holding Corp. Representative: Jimmy Hsu Mark Hsiao |
Contribution amount USD30,000,000 |
95.02% |
| GSH | Director | Michael CH Lee, Joshua Tzeng,Rackie Kuo | 62,400,000 | 100.00% |
| GSS | Director Supervisor General manager |
BenQ Guru Holding Limited Representative: Michael CH Lee, Joshua Tzeng, Jimmy Hsu BenQ Guru Holding Limited Representative: Joy Chang Huang, Chih-Kuang |
Contribution amount USD13,200,000 |
100.00% |
| BQA | Director | ConwayLee,PingShen,Lars Yoder | 200,000 | 100.00% |
| BQca | Director | ConwayLee,Lars Yoder,PingShen | 1,000 | 100.00% |
| BQL | Director | Conway Lee, Ping Shen, Israel Bedolla | Contribution amount USD9,350,000 |
100.00% |
| BQmx | Director | Israel Bedolla,PingShen,ConwayLee | 3,000 | 100.00% |
| BQms | Director | Israel Bedolla,PingShen,ConwayLee | 3,000 | 100.00% |
| Joytech | Director | Israel Bedolla,ChengYueh Wu,PingShen | 500 | 100.00% |
| Vividtech | Director | Israel Bedolla,ChengYueh Wu,PingShen | 500 | 100.00% |
| MaxGen | Director | Marcelo Café | 23,900,556 | 100.00% |
| BQHK_HLD | Director | Conway Lee, Michael Tseng, Rackie Kuo | Contribution amount USD4,000,000 |
100.00% |
| BQsha_EC2 | Director Supervisor General manager |
BenQ Intelligent Technology (Hongkong) Co., Ltd. Representative: Michael Tseng, David Huang, Rackie Kuo BenQ Intelligent Technology (Hongkong) Co., Ltd. Representative: Jeff Wu David Huang |
Contribution amount USD100,000 |
100.00% |
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| Shareholding | Shareholding | |||
|---|---|---|---|---|
| Name of | ||||
| Title | Name or representative | Shares (Investment | (Investment | |
| business | ||||
| Amount) | Holding%) | |||
| BQC_RO | Director Supervisor General manager |
BenQ Intelligent Technology (Hongkong) Co., Ltd. Representative: Conway Lee, Michael Tseng, Rackie Kuo BenQ Intelligent Technology (Hongkong) Co., Ltd. Representative: Jeff Wu Michael Tseng |
Contribution amount USD3,000,000 |
100.00% |
| BQls | Director Supervisor General manager |
BenQ (Hong Kong) Limited Representative: Conway Lee, Michael Tseng, Rackie Kuo BenQ (Hong Kong) Limited Representative: Jeff Wu Michael Tseng |
Contribution amount USD200,000 |
100.00% |
| BQE | Director | ConwayLee,Steve Chu,Selina Hsu | 5,009,076 | 100.00% |
| BQuk | Director Secretary |
Conway Lee, Steve Chu, Royce James Lye Selina Hsu |
300 | 100.00% |
| BQde | Director | Steve Chu,Selina Hsu,Oliver Barz | 100 | 100.00% |
| BQib | Director | Steve Chu,Ivan Hsu | 150 | 100.00% |
| BQat | Director | Steve Chu,Selina Hsu,Mihai Borze | 35 | 100.00% |
| BQnl | Director | ConwayLee,Steve Chu,Selina Hsu | 182 | 100.00% |
| BQit | Director | Steve Chu,Selina Hsu,Mihai Borze | 50,000 | 100.00% |
| BQfr | Director | Steve Chu,Selina Hsu,Bruno Morel | 1 | 100.00% |
| BQse | Director | Steve Chu,Selina Hsu,Bo Joalim Carl Cramer | 1 | 100.00% |
| BQru | Director | Steve Chu,Selina Hsu,Youri Studenikin | 1 | 100.00% |
| MQE | Director | ConwayLee,Selina Hsu,EL Tan | 81,800 | 100.00% |
| BQkr | Director Supervisor |
Jeffrey Liang, Billy Liou, Peter So Jeff Wu |
10,000 | 100.00% 100.00% |
| BQjp | Director Supervisor |
Jeffrey Liang, Billy Liou, Masashi Kikuchi Jeff Wu |
200 | 100.00% |
| BQau | Director | JeffreyLiang, BillyLiou,Martin Moelle | 2,191,092 | 100.00% |
| BQme | Director | JeffreyLiang,BillyLiou,Manish Bakshi | 1 | 100.00% |
| BQin | Director | JeffreyLiang,BillyLiou,Rajeev.Singh | 440,295,980 | 100.00% |
| BQsg | Director | JeffreyLiang,BillyLiou,Zaccheus Elijah Surendran | 500,000 | 100.00% |
| BQmy | Director | Jeffrey Liang, Billy Liou, Brian HY Lee (Lee Hing Yew) |
100,000 | 100.00% |
| BQth | Director | JeffreyLiang,BillyLiou,Roger IC Chen | 11,999,998 | 100.00% |
| BQid | Director Commissioner General manager |
Jeffrey Liang, Andryanto C Wijaya Billy Liou Andryanto C Wijaya |
325 | 100% |
| BQvn | Director | Jeffrey Liang, Billy Liou, Asher TY Chan | Contribution amount VND 4,632,200,000 |
100.00% |
Note1: Qisda Group combined holding shares and Shareholding ratio.
Note2: Please refer to the 2023 Annual Reports of the Company’s Subsidiaries BenQ Materials Corporation, BenQ Medical Technology Corporation, Partner Tech Corp., DFI Inc., DATA IMAGE CORPORATION, MetaAge Corporation, SIMULA TECHNOLOGY INC. and Alpha Networks Inc. to respectively see its directors, supervisors, and presidents of affiliates.
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(VI) Overview of affiliates’ operations:
| (VI) Overview of affiliates’ operations: | (VI) Overview of affiliates’ operations: | (VI) Overview of affiliates’ operations: | (VI) Overview of affiliates’ operations: | (VI) Overview of affiliates’ operations: | (VI) Overview of affiliates’ operations: | (VI) Overview of affiliates’ operations: | (VI) Overview of affiliates’ operations: | (VI) Overview of affiliates’ operations: |
|---|---|---|---|---|---|---|---|---|
| December 31,2023;Unit: NT$1,000 Name of business Capital Total assets Total liabilities Net assets Revenue Profit from operation s Profit or loss for the year (After incometax) Earnings per share (dollar; after income tax QLPG 546,160 393,914 27,379 366,536 0 (14,153) (11,938) QALA 32,800 10,676,129 10,605,548 70,581 18,624,025 16,851 7,800 QJTO 3,784 1,168,177 1,127,927 40,250 2,705,494 (1,356) (2,839) BDT 280,000 78,295 40,176 38,119 137,667 (10,130) (9,122) (0.33) QTOS 1,000 1,017 0 1,017 0 (0) 14 0.14 Darly L 165,000 429,084 153,845 275,239 0 (102) 44,410 Darly 2,011,814 3,969,364 164,455 3,804,909 0 (613) 315,068 1.57 QVH 1,212,849 3,350,892 3,046,006 304,886 1,104,704 (8,811) (188,191) QLLB 3,460,633 17,953,305 1,318,865 16,634,440 0 (172) 752,768 QCSZ 2,241,460 29,086,367 17,488,933 11,597,434 59,192,443 566,726 595,756 QCHK 0 4,505,302 0 4,505,302 0 (382) 231,288 BMSH 43,776 79,081 58,707 20,374 56,401 (4,058) (3,995) QCSH 2,014,285 343,947 1,880,998 (1,537,050) 0 (24,503) (15,085) QCES 357,422 4,780,995 2,955,866 1,825,130 8,944,297 74,811 64,084 QCOS 377,413 9,044,212 4,623,292 4,420,920 13,522,799 259,692 179,827 QCPS 151,450 766,319 314,807 451,512 1,457,565 31,821 2,830 BenQ 3,200,000 18,071,825 9,026,039 9,045,786 12,233,627(474,499) 1,451,193 4.53 BQE 485,684 1,944,982 889,582 1,055,400 4,551,830 48,573 112,835 BQP 200,000 3,117,189 2,469,981 647,208 6,600,499 375,925 452,786 22.64 BQA 60,580 2,252,772 1,104,443 1,148,329 4,562,004 129,694 100,379 BQL 266,539 867,096 774,510 92,586 790,718 13,607 52,822 MQE 35,139 107,103 25,446 81,656 77,052 2,006 1,671 Darly 2 2,273,724 4,421,134 33,964 4,387,170 0 (1,844) 485,885 2.14 BQHK_HLD 118,143 2,337,763 54,151 2,283,612 184,793 13,574 403,804 INF 69,469 337,976 256,002 81,974 409,596 2,775 6,732 0.97 GSH 242,320 131,287 673 130,614 0 (28) 5,728 BQid 6,923 106,189 85,373 20,816 152,782 (3,508) (10,443) BQkr 1,713 200,272 202,507 (2,235) 254,139 (1,229) (4,293) BQjp 2,582 689,270 482,412 206,858 1,854,386 50,763 31,868 BQau 65,042 186,492 88,454 98,039 330,397 7,975 5,781 BQme 8,809 527,390 386,179 141,211 1,423,224 42,934 42,597 BQin 225,287 1,129,868 996,671 133,196 2,078,969 89,415 83,588 BQsg 11,425 31,244 25,639 5,604 58,290 3,540 3,377 BQmy 106,550 27,888 20,138 7,750 93,934 975 (695) BQth 56,030 38,469 128,481 (90,011) 86,378 (16,143) (16,958) BQvn 5,515 29,211 24,793 4,418 37,732 389 (138) BQls 12,703 325,916 217,076 108,840 13,248 17,854 13,784 BQsha_EC2 2,942 84,202 16,573 67,629 241,104 11,175 11,402 BQC_RO 90,106 3,005,782 946,173 2,059,609 4,627,880 388,144 367,117 GSS 495,651 85,184 70,446 14,738 113,520 2,377 4,528 BQca 30 249,732 178,835 70,897 655,223 2,178 2,638 BQmx 7 325,429 207,228 118,201 652,038 67,933 42,352 Joytech 73,985 (17,329) 0 (17,329) 0 0 32,321 Vivitech 73,985 (17,329) 0 (17,329) 0 0 32,321 MaxGen 129,849 534,849 582,640 (47,791) 271,906 38,751 64,642 BQms 6 13,378 8,845 4,533 0 (5) (5) BQuk 14,003 180,839 98,154 82,685 890,543 10,865 7,844 BQde 23,535 245,143 59,690 185,453 1,096,932 12,138 2,842 BQib 5,884 196,069 98,316 97,752 262,059 13,145 6,816 BQat 1,373 92,105 50,923 41,182 766,256 4,929 3,290 BQnl 714 245,719 267,905 (22,186) 769,108 7,764 5,743 BQit 11,768 103,154 17,648 85,506 238,074 4,746 40,606 BQfr 1,961 166,836 269,871 (103,034) 588,503 6,574 5,336 BQse 439 67,372 25,262 42,111 276,524 3,468 3,656 BQru 48 17,937 1,514 16,423 25,571 (3,607) 51 DarlyC 268,326 433,928 20,008 413,919 0 (745) 14,392 0.54 BBHC 7,405,278 6,396,839 2,951 6,393,887 0 (10,583) 759,612 BBM 8,038,278 6,389,116 27,160 6,361,956 0 (43,520) 793,762 NMH 5,855,577 7,414,999 3,619,490 3,795,509 7,410,434 599,858 380,398 SMH 2,929,594 4,706,514 3,007,219 1,699,295 4,273,715 542,900 411,353 NMHC 38,825 22,071 144 21,927 25 (1,018) (814) BHCC 23,474 38,004 13,383 24,621 40,995 581 380 0.16 BIC 974,419 849,298 11,111 838,187 0 (2) 141 BBC 872,810 1,106,164 152,752 953,413 363,035(122,607) (99,053) Youshan 25,306 235,045 167,587 67,458 409,053 40,827 26,815 |
||||||||
| Profit | Profit or loss | Earnings per |
||||||
| Name of | Total | Total | from | for the year |
share (dollar; |
|||
| Capital | Net assets | Revenue | ||||||
| business | assets | liabilities | operation | (After |
after income | |||
| s |
incometax) |
tax | ||||||
| QLPG | 546,160 | 393,914 |
27,379 |
366,536 |
0 |
(14,153) |
(11,938) | |
| QALA | 32,800 | 10,676,129 |
10,605,548 | 70,581 | 18,624,025 |
16,851 |
7,800 |
|
| QJTO | 3,784 | 1,168,177 |
1,127,927 |
40,250 |
2,705,494 |
(1,356) |
(2,839) |
|
| BDT | 280,000 | 78,295 |
40,176 |
38,119 |
137,667 |
(10,130) |
(9,122) | (0.33) |
| QTOS | 1,000 | 1,017 |
0 |
1,017 |
0 |
(0) |
14 | 0.14 |
| Darly L | 165,000 | 429,084 |
153,845 |
275,239 |
0 |
(102) |
44,410 | |
Darly |
2,011,814 | 3,969,364 |
164,455 |
3,804,909 |
0 |
(613) |
315,068 | 1.57 |
| QVH | 1,212,849 | 3,350,892 |
3,046,006 |
304,886 |
1,104,704 |
(8,811) |
(188,191) | |
| QLLB | 3,460,633 | 17,953,305 |
1,318,865 |
16,634,440 |
0 |
(172) |
752,768 | |
| QCSZ | 2,241,460 | 29,086,367 | 17,488,933 | 11,597,434 |
59,192,443 |
566,726 |
595,756 |
|
| QCHK | 0 | 4,505,302 |
0 |
4,505,302 |
0 |
(382) |
231,288 |
|
| BMSH | 43,776 | 79,081 |
58,707 |
20,374 |
56,401 |
(4,058) |
(3,995) |
|
| QCSH | 2,014,285 | 343,947 |
1,880,998 |
(1,537,050) | 0 | (24,503) |
(15,085) | |
| QCES | 357,422 | 4,780,995 |
2,955,866 |
1,825,130 |
8,944,297 |
74,811 |
64,084 |
|
| QCOS | 377,413 | 9,044,212 |
4,623,292 |
4,420,920 |
13,522,799 |
259,692 |
179,827 |
|
| QCPS | 151,450 | 766,319 |
314,807 |
451,512 |
1,457,565 |
31,821 |
2,830 |
|
| BenQ | 3,200,000 | 18,071,825 |
9,026,039 |
9,045,786 |
12,233,627 |
(474,499) | 1,451,193 | 4.53 |
| BQE | 485,684 | 1,944,982 |
889,582 |
1,055,400 |
4,551,830 |
48,573 |
112,835 |
|
| BQP | 200,000 | 3,117,189 |
2,469,981 |
647,208 |
6,600,499 | 375,925 |
452,786 |
22.64 |
| BQA | 60,580 | 2,252,772 |
1,104,443 |
1,148,329 |
4,562,004 |
129,694 |
100,379 |
|
| BQL | 266,539 | 867,096 |
774,510 |
92,586 |
790,718 |
13,607 | 52,822 |
|
| MQE | 35,139 | 107,103 |
25,446 |
81,656 |
77,052 |
2,006 |
1,671 |
|
| Darly 2 | 2,273,724 | 4,421,134 |
33,964 |
4,387,170 |
0 |
(1,844) |
485,885 | 2.14 |
BQHK_HLD |
118,143 | 2,337,763 |
54,151 |
2,283,612 |
184,793 |
13,574 |
403,804 |
|
| INF | 69,469 | 337,976 |
256,002 |
81,974 |
409,596 |
2,775 |
6,732 |
0.97 |
| GSH | 242,320 | 131,287 |
673 |
130,614 |
0 |
(28) |
5,728 |
|
| BQid | 6,923 | 106,189 |
85,373 |
20,816 |
152,782 |
(3,508) |
(10,443) |
|
| BQkr | 1,713 | 200,272 |
202,507 |
(2,235) |
254,139 | (1,229) |
(4,293) | |
| BQjp | 2,582 | 689,270 |
482,412 |
206,858 |
1,854,386 | 50,763 |
31,868 |
|
| BQau | 65,042 | 186,492 |
88,454 |
98,039 |
330,397 |
7,975 |
5,781 |
|
| BQme | 8,809 | 527,390 |
386,179 |
141,211 |
1,423,224 |
42,934 |
42,597 |
|
| BQin | 225,287 | 1,129,868 |
996,671 | 133,196 |
2,078,969 |
89,415 |
83,588 |
|
| BQsg | 11,425 | 31,244 |
25,639 |
5,604 |
58,290 |
3,540 |
3,377 |
|
| BQmy | 106,550 | 27,888 |
20,138 | 7,750 | 93,934 |
975 |
(695) |
|
| BQth | 56,030 | 38,469 |
128,481 |
(90,011) |
86,378 | (16,143) | (16,958) |
|
| BQvn | 5,515 | 29,211 |
24,793 |
4,418 |
37,732 | 389 |
(138) |
|
| BQls | 12,703 | 325,916 |
217,076 |
108,840 |
13,248 |
17,854 | 13,784 |
|
| BQsha_EC2 | 2,942 | 84,202 |
16,573 |
67,629 |
241,104 |
11,175 |
11,402 |
|
| BQC_RO | 90,106 | 3,005,782 |
946,173 |
2,059,609 |
4,627,880 |
388,144 |
367,117 |
|
| GSS | 495,651 | 85,184 |
70,446 |
14,738 |
113,520 | 2,377 |
4,528 |
|
| BQca | 30 | 249,732 |
178,835 |
70,897 |
655,223 |
2,178 |
2,638 | |
| BQmx | 7 | 325,429 |
207,228 |
118,201 |
652,038 |
67,933 | 42,352 |
|
| Joytech | 73,985 | (17,329) |
0 | (17,329) |
0 | 0 |
32,321 |
|
| Vivitech | 73,985 | (17,329) |
0 | (17,329) |
0 | 0 |
32,321 |
|
| MaxGen | 129,849 | 534,849 |
582,640 |
(47,791) |
271,906 | 38,751 |
64,642 |
|
| BQms | 6 | 13,378 |
8,845 | 4,533 |
0 |
(5) |
(5) | |
| BQuk | 14,003 | 180,839 |
98,154 |
82,685 |
890,543 |
10,865 |
7,844 |
|
| BQde | 23,535 | 245,143 |
59,690 |
185,453 |
1,096,932 |
12,138 |
2,842 | |
| BQib | 5,884 | 196,069 |
98,316 |
97,752 |
262,059 |
13,145 |
6,816 |
|
| BQat | 1,373 | 92,105 |
50,923 |
41,182 |
766,256 |
4,929 |
3,290 |
|
| BQnl | 714 | 245,719 |
267,905 |
(22,186) |
769,108 | 7,764 | 5,743 |
|
| BQit | 11,768 | 103,154 | 17,648 |
85,506 | 238,074 |
4,746 |
40,606 |
|
| BQfr | 1,961 | 166,836 |
269,871 |
(103,034) |
588,503 | 6,574 |
5,336 |
|
| BQse | 439 | 67,372 |
25,262 |
42,111 |
276,524 |
3,468 |
3,656 | |
| BQru | 48 | 17,937 | 1,514 |
16,423 |
25,571 |
(3,607) |
51 | |
| DarlyC | 268,326 | 433,928 |
20,008 | 413,919 | 0 |
(745) |
14,392 | 0.54 |
BBHC |
7,405,278 | 6,396,839 | 2,951 |
6,393,887 |
0 |
(10,583) |
759,612 | |
| BBM | 8,038,278 | 6,389,116 | 27,160 |
6,361,956 |
0 |
(43,520) |
793,762 | |
| NMH | 5,855,577 | 7,414,999 |
3,619,490 |
3,795,509 |
7,410,434 |
599,858 |
380,398 | |
| SMH | 2,929,594 | 4,706,514 |
3,007,219 |
1,699,295 |
4,273,715 |
542,900 |
411,353 |
|
| NMHC | 38,825 | 22,071 |
144 |
21,927 |
25 |
(1,018) |
(814) | |
| BHCC | 23,474 | 38,004 |
13,383 |
24,621 |
40,995 |
581 |
380 |
0.16 |
| BIC | 974,419 | 849,298 |
11,111 | 838,187 |
0 |
(2) |
141 |
|
| BBC | 872,810 | 1,106,164 |
152,752 |
953,413 |
363,035 |
(122,607) | (99,053) | |
| Youshan | 25,306 | 235,045 |
167,587 |
67,458 |
409,053 |
40,827 |
26,815 |
- 128 -
| Profit | Profit or loss | Earnings per |
||||||
|---|---|---|---|---|---|---|---|---|
| Name of | Total | Total | from | for the year |
share (dollar; |
|||
| Capital | Net assets | Revenue | ||||||
| business | assets | liabilities | operation | (After |
after income | |||
| s | incometax) | tax | ||||||
| Wangcheng | 8,643 | 17,842 |
3,647 |
14,195 |
19,569 |
2,072 |
1,979 |
|
| Filter | 326,199 | 442,036 |
124,717 |
317,319 |
27,057 |
(7,833) |
(7,784) | |
| Zhenglang | 25,798 | 66,050 | 25,422 |
40,628 |
258,439 | 9,749 |
10,080 |
|
| Perfusion | 22,189 | 25,700 |
6,058 |
19,642 | 0 |
(2,101) |
(2,067) | |
| BMTC | 445,660 | 4,712,161 |
2,531,831 |
2,180,331 |
3,513,139 |
278,945 |
200,261 |
2.57 |
| BMC | 3,206,745 | 20,557,778 |
11,801,724 | 8,756,054 |
17,127,523 |
591,705 |
503,791 |
1.29 |
| PTT | 750,856 | 2,142,452 |
833,976 |
1,308,476 |
2,717,161 |
180,229 |
117,071 |
1.45 |
| DFI | 1,144,889 | 9,101,605 |
4,118,723 |
4,982,882 |
13,685,363 |
532,675 |
350,445 |
3.16 |
| K2 | 200,000 | 1,045,339 |
410,850 |
634,489 |
1,072,913 |
43,600 |
90,251 |
4.51 |
| K2TH | 38,339 | 204,723 |
130,785 |
73,938 |
206,647 | 21,276 |
14,983 |
|
| K2SH | 39,415 | 181,063 |
55,103 |
125,960 |
354,733 |
44,314 |
36,887 |
|
| K2ID | 5,000 | 353,895 |
44,009 |
309,886 |
272,528 |
56,183 | 38,278 |
|
| DIC | 693,996 | 3,283,765 |
969,805 |
2,313,960 |
3,916,245 |
395,915 |
314,502 |
4.02 |
| EASCHK | 117,507 | 172,145 |
2,351 |
169,794 |
842,510 |
18,754 |
12,016 |
|
| EASTMO | 381 | 452 |
495 |
(42) |
15,800 | (4,207) |
(4,214) | |
| TOC | 0 | 0 |
0 |
0 |
1,011,583 |
160,553 |
123,696 |
|
| MTG | 1,883,573 | 11,975,748 |
6,680,943 | 5,294,805 |
15,312,529 |
497,488 |
594,219 |
3.14 |
| SIMULA | 799,729 | 2,636,921 |
550,577 |
2,086,344 |
2,039,055 |
(86,639) | (83,450) | (1.04) |
| GSC | 350,000 | 668,788 |
197,931 | 470,856 |
560,540 |
7,929 |
21,152 |
1.39 |
| BMB | 15,000 | 74,600 |
43,257 |
31,343 |
141,181 |
4,876 |
4,561 |
3.04 |
| ESM | 333,500 | 588,045 |
153,022 |
435,024 |
390,105 |
7,255 |
4,521 |
0.14 |
| ALPHA | 5,417,185 | 23,798,843 |
10,468,764 | 13,330,079 |
28,272,191 |
829,271 |
639,867 |
1 |
-
Note: Please refer to the 2023 Annual Reports of the Company’s Subsidiaries BenQ Materials Corporation, BenQ Medical Technology Corporation, Partner Tech Corp., DFI Inc., DATA IMAGE CORPORATION, MetaAge CO., LTD. , SIMULA TECHNOLOGY INC. and Alpha Networks Inc. to respectively see its Overview of affiliates’ operations.
-
II. Privately placed securities handling status in the most recent year up to the publication date of this Annual Report: None
-
III. Holding or disposition of the Company shares by subsidiaries in the most recent year up to the publication date of this Annual Report: None.
-
IV. Other items that must be included: None.
-
V. Any event that results in substantial impact on the shareholders’ equity or prices of the Company’s securities as prescribed by Subparagraph 2, Paragraph 2, Article 36 of the Securities and Exchange Act that have occurred in the most recent year up to the publication date of this Annual Report: None.
-
129 -
Stock Code:2352
QISDA CORPORATION AND SUBSIDIARIES
Consolidated Financial Statements With Independent Auditors’ Report For the Years Ended December 31, 2023 and 2022
Address: No. 157, Shan-Ying Rd., Gueishan Dist., Taoyuan City, Taiwan Telephone: 886-3-359-8800
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.
- 130 -
Representation Letter
The entities that are required to be included in the combined financial statements of Qisda Corporation 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 “ Consolidated Financial Statements” endorsed by the Financial Supervisory Commission of the Republic of China. In addition, the information required to be disclosed in the combined financial statements is included in the consolidated financial statements. Consequently, Qisda Corporation and Subsidiaries do not prepare a separate set of combined financial statements.
Hereby declare
Qisda Corporation Chi-Hong (Peter) Chen Chairman March 5, 2024
- 131 -
Independent Auditors’ Report
To the Board of Directors of Qisda Corporation:
Opinion
We have audited the consolidated financial statements of Qisda Corporation and its subsidiaries, which comprise the consolidated balance sheet as of December 31, 2023 and the restated consolidated balance sheet as of December 31, 2022, and the consolidated statements of comprehensive income and changes in equity for the years then ended, and the consolidated statement of cash flow for the year ended December 31, 2023 and the restated consolidated statement of cash flow for the year ended December 31, 2022 and notes to the consolidated financial statements, including a summary of material accounting policies.
In our opinion, based on our audits and the reports of other auditors (please refer to the Other Matter section), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of Qisda Corporation and its subsidiaries as of December 31, 2023 and 2022 (restated), and their consolidated financial performance for the years then ended, and the consolidated cash flow for the year ended December 31, 2023 and the restated consolidated cash flow for the year ended December 31, 2022 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”), and Interpretations developed by the International Financial Reporting Interpretations Committee (“IFRIC”) or the former Standing Interpretations Committee (“SIC”) endorsed and issued into effect 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 Qisda Corporation 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 requirements. Based on our audits and the reports of other auditors, we believe that the audit evidence we have obtained, is sufficient and appropriate to provide a basis of our opinion.
- 132 -
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the 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.
Key audit matters for Qisda Corporation and its subsidiaries’ consolidated financial statements for the year ended December 31, 2023 are stated as follows:
1. Revenue recognition
Please refer to Note 4(r) for the accounting policy on revenue recognition, and Note 6(y) for the related disclosures of revenue, respectively, to the consolidated financial statements.
Description of key audit matter:
Qisda Corporation and its subsidiaries have several operating segments which engage in different business activities through their worldwide operational locations. Qisda Corporation and its subsidiaries recognize revenue depending on the various trade terms in each individual sale transaction, which are considered to be complex in determining the timing of revenue recognition. Therefore, revenue recognition has been identified as one of the key audit matters.
How the matter was addressed in our audit:
In relation to the key audit matters above, our principal audit procedures included performing a sample test on the design and operating effectiveness of Qisda Corporation and its subsidiaries’ internal controls over financial reporting related to the sales and collection cycle; assessing whether revenue is recognized based on the trade terms with customers through reviewing the related sales contracts or other trade documents; performing a sample test on sales transactions that took place before and after the balance sheet date to determine when the performance obligation has been satisfied by transferring control over the goods to a customer to assess the accuracy of the timing of revenue recognition; reviewing and analyzing the reason for significant sales returns and allowances that took place after the balance sheet date to assess the reasonableness of the related accrued sales returns and allowances.
2. Valuation of inventories
Please refer to Note 4(h) for the inventory accounting policy, Note 5(a) for estimation uncertainty of inventory valuation, and Note 6(f) for the related inventory write-down disclosures, respectively, to the consolidated financial statements.
Description of key audit matter:
Inventories are measured at the lower of cost and net realizable value. Due to the rapid technological innovations and highly competitive environments in the electronic industry which Qisda Corporation and its subsidiaries are engaged in, the life cycle of certain electronic products are short and their market prices fluctuate rapidly, which could possibly result in a price decline and obsolescence of inventory, wherein the inventory cost may exceed its net realizable value. Therefore, the valuation of inventories has been identified as one of the key audit matters.
How the matter was addressed in our audit:
In relation to the key audit matter above, our principal audit procedures included reviewing the inventory of aging report and analyzing the fluctuation of inventory aging; selecting samples to verify the accuracy of the net realizable value of inventories and inventory aging report prepared by Qisda Corporation and its subsidiaries; evaluating whether valuation of inventories was accounted for in accordance with Qisda Corporation and its subsidiaries’ accounting policies; and assessing the reasonableness of management’s accounting policies on inventory provisions.
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3. Impairment of goodwill
Please refer to Note 4(p) for the accounting policy on impairment of non-financial assets, Note 5(b) for estimation uncertainty of impairment of goodwill, and Note 6(m) for the related disclosures of goodwill impairment test, respectively, to the consolidated financial statements.
Description of key audit matter:
Goodwill arising from acquisition of subsidiaries is subject to impairment test annually or at the time there are indications that goodwill may have been impaired. The assessment of the recoverable amount of goodwill involves management’s judgment and estimation. Accordingly, the assessment of impairment of goodwill has been identified as one of the key audit matters.
How the matter was addressed in our audit:
In relation to the key audit matter above, our principal audit procedures included obtaining the assessment of goodwill impairment provided by the management; assessing the appropriateness of the valuation model and key assumptions, including the discount rate, expected growth rate and future cash flow projections, used by the management in measuring the recoverable amount; performing a sensitivity analysis to assess the impact of variations in key assumptions; and assessing the adequacy of Qisda Corporation and its subsidiaries’ disclosures with respect to evaluation of goodwill impairment.
Other Matter
We did not audit the financial statements of certain subsidiaries of Qisda Corporation and its subsidiaries. Those financial statements were audited by other auditors, whose reports have been furnished to us, and our opinion, insofar as it relates to the amounts included for those subsidiaries, is based solely on the report of other auditors. The financial statements of those subsidiaries reflect the total assets amounting to NTD 5,920,686 thousand and NTD 9,914,620 thousand, respectively, constituting 3.14% and 5.13%, respectively, of the consolidated total assets as of December 31, 2023 and 2022, and the total operating revenue amounting to NTD 5,955,300 thousand and NTD 11,405,195 thousand, respectively, constituting 2.93% and 4.76%, respectively, of the consolidated total operating revenues for the years ended December 31, 2023 and 2022.
Qisda Corporation has additionally prepared its parent-company-only financial statements as of and for the years ended December 31, 2023 and 2022, on which we have audited and expressed an unmodified opinion with Other Matter section.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the IFRSs, IASs, IFRIC, SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of 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 Qisda Corporation and its subsidiaries’ 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 Qisda Corporation 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 Qisda Corporation and its subsidiaries’ financial reporting process.
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Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing 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:
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Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Qisda Corporation and its subsidiaries’ internal control.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on Qisda Corporation 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 auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause Qisda Corporation and its subsidiaries to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within Qisda Corporation 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.
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We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are Chang, Huei-Chen and Shih, Wei-Ming.
KPMG
Taipei, Taiwan (Republic of China) March 5, 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.
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(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
QISDA CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 2023, December 31 and January 1, 2022
(Expressed in Thousands of New Taiwan Dollars)
| December 31, 2023 Assets Amount % Current assets: 1100 Cash and cash equivalents (note 6(a)) $ 25,472,899 13 1110 Financial assets at fair value through profit or loss -current(note 6(b)) 325,552 - 1120 Financial assets at fair value through other comprehensive income -current (note 6(c))109,921 - 1170 Notes and accounts receivable, net (notes 6(d), (y) and 8) 35,742,965 19 1181 Notes and accounts receivable from related parties (notes 6(d), (y) and 7) 2,299,192 1 1200 Other receivables (notes 6(d), (e) and (i)) 1,021,406 1 1210 Other receivables from related parties (notes 6(e) and 7) 300,403 - 130X Inventories (note 6(f) ) 37,931,141 20 1470 Other current assets 3,163,005 2 1476 Other financial assets -current (notes 6(a) and 8)1,298,713 1 1461 Non-current assets held for sale (note 6(g)) 345,201 - Total current assets 108,010,398 57 Non-current assets: 1510 Financial assets at fair value through profit or loss -non-current(note 6(b)) 751,233 - 1517 Financial assets at fair value through other comprehensive income -non-current (note 6(c))12,070,208 7 1550 Investments accounted for using the equity method (note 6(h)) 8,313,613 4 1600 Property, plant and equipment (notes 6(j) and 8) 40,389,379 22 1755 Right-of-use assets (notes 6(k) and 7 ) 5,222,230 3 1760 Investment property (notes 6(l) and 8) 844,682 1 1780 Intangible assets (notes 6(i) and (m)) 9,512,853 5 1840 Deferred income tax assets (note 6(u)) 2,205,533 1 1900 Other non-current assets (note 6(t)) 374,868 - 1980 Other financial assets -non-current (notes 6(a) and 8)728,640 - Total non-current assets 80,413,239 43 Total assets $ 188,423,637 100 |
December 31, 2022 (Restated) |
January 1, 2022 (Restated) Amount % 18,449,682 10 133,212 - 102,037 - 29,999,477 16 3,007,620 2 852,087 - 304,166 - 50,147,906 27 3,069,555 2 4,046,389 2 476,511 - 110,588,642 59 354,333 - 18,047,059 10 4,067,106 2 33,037,041 18 4,613,883 2 3,408,285 2 10,538,787 6 1,761,231 1 386,454 - 435,708 - 76,649,887 41 187,238,529 100 |
|---|---|---|
| Amount % 31,202,619 16 145,049 - 100,146 - 38,085,893 20 2,064,033 1 2,353,786 1 304,287 - 43,870,428 23 2,929,967 2 329,598 - - - 121,385,806 63 516,377 - 10,231,092 5 5,479,148 3 36,506,711 19 5,142,615 3 921,424 1 10,227,656 5 2,085,522 1 311,097 - 608,344 - 72,029,986 37 193,415,792 100 |
(Continued)
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(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
QISDA CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets (Continued)
December 31, 2023, December 31 and January 1, 2022
(Expressed in Thousands of New Taiwan Dollars)
| Liabilities and Equity Current liabilities: 2100 Short-term borrowings (notes 6(n) and 8) 2110 Short-term notes and bills payable (note 6(n)) 2120 Financial liabilities at fair value through profit or loss -current(note 6(b)) 2130 Contract liabilities -current (note 6(y))2170 Notes and accounts payable 2180 Accounts payable to related parties (note 7) 2200 Other payables (notes 6(i) and (z)) 2220 Other payables to related parties (note 7) 2230 Current income tax liabilities 2260 Liabilities related to non-current assets held for sale (note 6(g)) 2300 Other current liabilities 2365 Refund liabilities -current2321 Current portion of bonds payable (note 6(p)) 2322 Current portion of long-term debt (notes 6(o) and 8) 2280 Lease liabilities -current (notes 6(q) and 7)2250 Provisions -current (note 6(r))Total current liabilities Non-current liabilities: 2503 Financial liabilities at fair value through profit or loss -non-current (note 6(b))2530 Bonds payable (note 6(p)) 2540 Long-term debt (notes 6(o) and 8) 2580 Lease liabilities -non-current (notes 6(q) and 7)2550 Provisions -non-current (note 6(r))2570 Deferred income tax liabilities (note 6(u)) 2670 Other non-current liabilities (note 6(t)) Total non-current liabilities Total liabilities Equity attributable to shareholders of the Company (notes 6(c), (i) and (v)): 3110 Common stock 3260 Capital surplus 3300 Retained earnings 3400 Other equity Total equity attributable to shareholders of the Company 36XX Non-controlling interests (notes 6(i) and (v)) Total equity Total liabilities and equity |
December 31, 2023 Amount % $ 29,919,639 16 - - 79,374 - 3,035,848 2 29,891,039 16 577,039 - 13,203,307 7 26,117 - 1,731,112 1 48,024 - 852,649 - 2,709,182 1 - - 1,556,119 1 564,317 - 1,074,754 1 85,268,520 45 - - 3,260,702 2 29,784,806 16 1,863,813 1 775,589 - 2,520,226 1 856,409 1 39,061,545 21 124,330,065 66 19,667,820 11 1,983,975 1 18,793,317 10 (3,387,754) (2) 37,057,358 20 27,036,214 14 64,093,572 34 $ 188,423,637 100 |
December 31, 2022 (Restated) |
January 1, 2022 (Restated) Amount % 24,295,022 13 - - 78,178 - 2,431,400 1 39,319,708 21 1,465,399 1 12,863,465 7 27,307 - 1,540,749 1 - - 878,646 - 2,884,556 2 461,471 - 714,857 - 466,245 - 906,468 1 88,333,471 47 97,986 - - - 26,702,353 14 1,524,736 1 743,366 1 2,383,103 1 1,290,751 1 32,742,295 18 121,075,766 65 19,667,820 11 1,844,310 1 20,777,515 11 (833,222) (1) 41,456,423 22 24,706,340 13 66,162,763 35 187,238,529 100 |
|---|---|---|---|
| Amount % 25,969,736 13 199,619 - 96,982 - 2,798,320 2 28,290,462 15 747,500 - 15,229,989 8 24,835 - 4,448,014 2 - - 757,374 - 2,867,758 2 - - 1,635,671 1 531,390 - 1,045,970 1 84,643,620 44 63,144 - 2,995,015 2 32,086,612 17 1,986,764 1 763,548 - 2,031,650 1 908,008 - 40,834,741 21 125,478,361 65 19,667,820 10 1,949,409 1 24,185,472 13 (5,076,387) (3) 40,726,314 21 27,211,117 14 67,937,431 35 193,415,792 100 |
See accompanying notes to consolidated financial statements.
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(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
QISDA CORPORATION AND SUBSIDIARIES Consolidated Statements of Comprehensive Income For the years ended December 31, 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Share)
| 2023 Amount % 4000 Operating revenues (notes 6(s), (y), 7 and 14) $ 203,594,781 100 5000 Operating costs (notes 6(f), (j), (k), (l), (m), (q), (r), (s), (t), (z), 7 and 12) (170,518,878) (84) Gross profit 33,075,903 16 Operating expenses (notes 6(d), (j), (k), (l), (m), (q), (s), (t), (w), (z) 7 and 12): 6100 Selling expenses (14,955,087) (7) 6200 Administrative expenses (6,198,413) (3) 6300 Research and development expenses (6,943,939) (4) 6450 Gain on reversal of impairment loss (expected credit loss) 32,708 - Total operating expenses (28,064,731) (14) Operating income 5,011,172 2 Non-operating income and loss: 7100 Interest income (note 6(aa)) 901,749 1 7010 Other income (note 6(aa)) 900,044 - 7020 Other gains and losses, net (notes 6(g), (h), (i), (q), (r), (s), (aa) and (ab)) 910,056 1 7050 Finance costs (notes 6(q), (aa) and 7) (1,808,278) (1) 7060 Share of profits of associates and joint ventures (note 6(h)) 404,997 - Total non-operating income and loss 1,308,568 1 Income before income tax 6,319,740 3 7950 Less: income tax expense (note 6(u)) (1,803,661) (1) Net income 4,516,079 2 Other comprehensive income (loss): 8310 Items that will not be reclassified subsequently to profit or loss 8311 Remeasurements of defined benefit plans (notes 6(t) and (v)) 13,290 - 8316 Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income (notes 6(v) and (ab)) 1,949,297 1 8320 Share of other comprehensive income (loss) of associates (notes 6(h) and (v)) 251,145 - 8349 Less: income tax related to items that will not be reclassified subsequently to profit or loss (note 6(u)) (14,293) - 2,199,439 1 8360 Items that may be reclassified subsequently to profit or loss 8361 Exchange differences on translation of foreign operations (note 6(v)) (145,292) - 8370 Share of other comprehensive income (loss) of associates and joint ventures (notes 6(h) and (v)) (76,241) - (221,533) - Other comprehensive income (loss) for the year, net of income tax 1,977,906 1 Total comprehensive income for the year $ 6,493,985 3 Net income attributable to: 8610 Shareholders of the Company $ 2,975,733 1 8620 Non-controlling interests 1,540,346 1 $ 4,516,079 2 Total comprehensive income attributable to: 8710 Shareholders of the Company $ 4,920,533 2 8720 Non-controlling interests 1,573,452 1 $ 6,493,985 3 Earnings per share (in New Taiwan Dollars) (note 6(x)): 9750 Basic earnings per share $ 1.51 9850 Diluted earnings per share $ 1.51 |
2022 Amount % 239,837,296 100 (205,276,228) (86) 34,561,068 14 (15,099,320) (6) (6,332,071) (3) (7,192,111) (3) (85,209) - (28,708,711) (12) 5,852,357 2 413,906 - 1,095,272 1 10,092,000 4 (1,196,799) - 366,565 - 10,770,944 5 16,623,301 7 (5,544,232) (2) 11,079,069 5 220,840 - (6,863,049) (3) (159,470) - 61,906 - (6,739,773) (3) 2,758,759 1 220,024 - 2,978,783 1 (3,760,990) (2) 7,318,079 3 8,251,930 4 2,827,139 1 11,079,069 5 4,098,466 2 3,219,613 1 7,318,079 3 4.20 4.14 |
|---|---|
See accompanying notes to consolidated financial statements.
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(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
QISDA CORPORATION AND SUBSIDIARIES
Consolidated Statements of Changes in Equity
For the years ended December 31, 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars)
Attributable to shareholders of the Company
| Balance at January 1, 2022 $ Net income in 2022 Other comprehensive income (loss) in 2022 Total comprehensive income (loss) in 2022 Appropriation of earnings: Legal reserve Reversal of special reserve Cash dividends to shareholders Share of changes in equity of associates and joint ventures Acquisition or disposal of shares of subsidiaries Disposal of equity investments at fair value through other comprehensive income Distribution of cash dividend by subsidiaries to non-controlling interests Capital injection from non-controlling interests Changes in ownership interests in subsidiaries Stock option compensation cost of subsidiaries Changes in non-controlling interests Proceeds from disposal of forfeited employee stock managed by an employee ownership trust Balance at December 31, 2022 Net income in 2023 Other comprehensive income (loss) in 2023 Total comprehensive income (loss) in 2023 Appropriation of earnings: Legal reserve Special reserve Cash dividends to shareholders Disposal of equity investments at fair value through other comprehensive income Shares of changes in equity of associates and joint ventures Distribution of cash dividends by subsidiaries to non-controlling interests Capital injection from non-controlling interests Acquisition or disposal of shares of subsidiaries Changes in ownership interests in subsidiaries Stock option compensation cost of subsidiaries Changes in non-controlling interests Claim for the disgorgement right Proceeds from disposal of forfeited employee stock managed by an employee ownership trust Balance at December 31, 2023 $ |
Common stock 19,667,820 - - - - - - - - - - - - - - - 19,667,820 - - - - - - - - - - - - - - - - 19,667,820 |
Capital surplus 1,844,310 - - - - - - 105,435 - - - - (3,732) - - 3,396 1,949,409 - - - - - - - 1,748 - - 1 28,490 - - 75 4,252 1,983,975 |
Retained earnings | Retained earnings | Total retained earnings 20,777,515 8,251,930 - 8,251,930 - - (4,916,955) - (16,719) 89,701 - - - - - - 24,185,472 2,975,733 - 2,975,733 - - (3,933,564) 256,167 - - - (4,690,491) - - - - - 18,793,317 |
Other | equity | Total other equity (833,222) - (4,153,464) (4,153,464) - - - - - (89,701) - - - - - - (5,076,387) - 1,944,800 1,944,800 - - - (256,167) - - - - - - - - - (3,387,754) |
Total equity of the Company 41,456,423 8,251,930 (4,153,464) 4,098,466 - - (4,916,955) 105,435 (16,719) - - - (3,732) - - 3,396 40,726,314 2,975,733 1,944,800 4,920,533 - - (3,933,564) - 1,748 - - (4,690,490) 28,490 - - 75 4,252 37,057,358 |
Non- controlling interests 24,706,340 2,827,139 392,474 3,219,613 - - - 118,683 (45,141) - (1,525,512) 75,045 3,732 3,370 654,987 - 27,211,117 1,540,346 33,106 1,573,452 - - - - 5 (2,559,152) 79,307 (1,588,467) (28,490) 1,273 2,347,169 - - 27,036,214 |
Total equity 66,162,763 11,079,069 (3,760,990) 7,318,079 - - (4,916,955) 224,118 (61,860) - (1,525,512) 75,045 - 3,370 654,987 3,396 67,937,431 4,516,079 1,977,906 6,493,985 - - (3,933,564) - 1,753 (2,559,152) 79,307 (6,278,957) - 1,273 2,347,169 75 4,252 64,093,572 |
|||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Legal reserve 2,639,376 - - - 798,486 - - - - - - - - - - - 3,437,862 - - - 832,491 - - - - - - - - - - - - 4,270,353 |
Special reserve 1,264,645 - - - - (431,423) - - - - - - - - - - 833,222 - - - - 4,243,165 - - - - - - - - - - - 5,076,387 |
Unappropriated earnings 16,873,494 8,251,930 - 8,251,930 (798,486) 431,423 (4,916,955) - (16,719) 89,701 - - - - - - 19,914,388 2,975,733 - 2,975,733 (832,491) (4,243,165) (3,933,564) 256,167 - - - (4,690,491) - - - - - 9,446,577 |
Foreign currency translation differences (1,723,237) - 2,598,267 2,598,267 - - - - - - - - - - - - 875,030 - (198,384) (198,384) - - - - - - - - - - - - - 676,646 |
Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income 1,378,567 - (6,952,755) (6,952,755) - - - - - (89,701) - - - - - - (5,663,889) - 2,138,796 2,138,796 - - - (256,167) - - - - - - - - - (3,781,260) |
Remeasurements of defined benefit plans (488,552) - 201,024 201,024 - - - - - - - - - - - - (287,528) - 4,388 4,388 - - - - - - - - - - - - - (283,140) |
See accompanying notes to consolidated financial statements.
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(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
QISDA CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
For the years ended December 31, 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars)
| 2023 Cash flows from operating activities: Income before income tax $ 6,319,740 Adjustments for: Adjustments to reconcile profit or loss: Depreciation 4,598,992 Amortization 1,101,189 Expected credit loss (gain on reversal of impairment loss) (32,708) Interest expense 1,808,278 Interest income (901,749) Dividend income (621,566) Share-based compensation cost 1,273 Share of profit of associates and joint ventures (404,997) Loss (gain) on disposal of property, plant and equipment (11) Gain on disposal of non-current assets held for sale - Gain on disposal and liquidation of subsidiaries (745,466) Loss (gain) on disposal of investments accounted for using equity method 23,589 Gain on bargain purchase - Impairment loss on investments accounted for using equity method - Impairment loss on non-financial assets - Total adjustments for profit or loss 4,826,824 Changes in operating assets and liabilities: Changes in operating assets: Financial assets at fair value through profit or loss (297,846) Notes and accounts receivable 2,190,857 Notes and accounts receivable from related parties (235,159) Other receivables 261,065 Other receivables from related parties 3,884 Inventories 5,703,107 Other current assets (240,806) Other non-current assets (96,033) Net changes in operating assets 7,289,069 Changes in operating liabilities: Financial liabilities at fair value through profit or loss (78,000) Notes and accounts payable 1,697,513 Accounts payable to related parties (170,461) Other payables to related parties 1,282 Provisions 56,730 Contract liabilities 290,733 Other payables and other current liabilities (1,394,759) Other non-current liabilities (8,881) Net changes in operating liabilities 394,157 Total changes in operating assets and liabilities 7,683,226 Total adjustments 12,510,050 Cash provided by operations 18,829,790 Interest received 935,921 Dividends received 1,028,790 Interest paid (1,778,785) Income taxes paid (5,404,706) Net cash provided by (used in) operating activities 13,611,010 |
2022 (Restated) 16,623,301 4,203,530 1,111,212 85,209 1,196,799 (413,906) (905,068) 3,370 (366,565) 5,434 (907,772) (8,756,264) (120,326) (81,089) 22,715 7,699 (4,915,022) (43,025) (7,723,804) 958,922 (421,603) (121) 6,502,065 112,787 43,700 (571,079) (16,038) (11,412,889) (717,899) 1,063 159,684 373,252 1,060,497 (9,849) (10,562,179) (11,133,258) (16,048,280) 575,021 457,559 1,191,034 (1,105,958) (2,308,616) (1,190,960) |
|---|---|
(Continued)
See accompanying notes to consolidated financial statements. - 141 -
(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
QISDA CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows (Continued)
For the years ended December 31, 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars)
| Cash flows from investing activities: Purchase of financial assets at fair value through other comprehensive income Proceeds from disposal of financial assets at fair value through other comprehensive income Proceeds from capital reduction of financial assets at fair value through other comprehensive income Purchase of financial assets at fair value through profit or loss Proceeds from disposal of financial assets at fair value through profit or loss Purchase of investments accounted for using equity method Proceeds from disposal of investments accounted for using equity method Proceeds from disposal of subsidiaries (including collection of receivables arising from disposal of subsidiaries) Proceeds from liquidation of investments accounted for using equity method Proceeds from disposal of non-current assets held for sale Cash decrease in disposal groups classified as held for sale Additions to property, plant and equipment (including prepayments for equipment) Proceeds from disposal of property, plant and equipment Additions to intangible assets Decrease (increase) in other financial assets Net cash paid for acquisition of subsidiaries Net decrease in cash from derecognition of subsidiaries Net cash provided by (used in) investing activities Cash flows from financing activities: Increase in short-term borrowings Repayments of short-term borrowings Increase (decrease) in short-term notes and bills payable Proceeds from issuing bonds Repayments of bonds Increase in long-term debt Repayments of long-term debt Decrease in guarantee deposits received Payment of lease liabilities Cash dividends to shareholders Distribution of cash dividends by subsidiaries to non-controlling interests Acquisition of subsidiary’s interests from non-controlling interests Claim for the disgorgement right Proceeds from disposal of subsidiary’s interests (without losing control) Proceeds from disposal of forfeited employee stock managed by an employee ownership trust Capital injection from non-controlling interests Net cash provided by (used in) financing activities Effects of foreign exchange rate changes Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year |
2023 $ (198,288) 303,198 2,833 (173,557) 56,025 (1,830,730) 84,988 1,339,297 - - (12,349) (5,047,746) 163,305 (287,599) (1,073,253) (1,781,038) (318,633) (8,773,547) 19,013,137 (14,915,840) (199,619) 631,884 - 40,419,767 (42,609,613) (11,303) (787,354) (3,933,564) (2,559,152) (5,662,128) 75 12,129 4,252 79,307 (10,518,022) (49,161) (5,729,720) 31,202,619 $ 25,472,899 |
2022 (Restated) (465,167) 113,342 1,338,239 (130,856) - (1,098,690) 150,462 10,417,241 565 1,318,126 - (6,538,224) 281,946 (466,069) 3,572,923 (138,508) - 8,355,330 25,784,456 (24,299,351) 199,619 2,994,473 (372,300) 27,480,876 (21,464,003) (21,144) (540,611) (4,916,955) (1,525,512) (61,860) - - 3,396 75,045 3,336,129 2,252,438 12,752,937 18,449,682 31,202,619 |
|---|---|---|
See accompanying notes to consolidated financial statements. - 142 -
(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
QISDA CORPORATION 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. Organization and business
Qisda Corporation (the “Company”) was incorporated on April 21, 1984, as a company limited by shares under the laws of the Republic of China (“ R.O.C.” ) and registered under the Ministry of Economic Affairs, R.O.C. The address of the Company’ s registered office is No. 157, Shan-Ying Rd., Gueishan Dist., Taoyuan City, Taiwan. The Company and subsidiaries (collectively the “Group”) are engaged in the manufacturing, sales and services of high-end monitors, opto-mechatronics products and optoelectronics film; the manufacturing, sales and services of smart business solution; the manufacturing, sales and services of medical equipment; providing medical services; as well as the research, development, design, manufacturing and sale of broadband products, wireless network products and computer network system equipment.
2. Authorization of the consolidated financial statements
These consolidated financial statements were authorized for issuance by the Board of Directors on March 5, 2024
3. Application of new and revised accounting standards and interpretations
- (a) The impact of the International Financial Reporting Standards (“IFRSs”) endorsed by the Financial Supervisory Commission, R.O.C. (“FSC”) which have already been adopted
The details of impact on the Group’s adoption of the new amendments beginning January 1, 2023 are as follows:
- (i) Amendments to IAS 12 “Deferred Tax related to Assets and Liabilities arising from a Single Transaction”
The amendments narrowed the scope of the recognition exemption so that it no longer applies to transactions that, on initial recognition, give rise to equal taxable and deductible temporary differences. The Group may need to recognize equal deferred income tax assets and deferred income tax liabilities. The application of the amendments results in deferred tax assets and deferred tax liabilities to increase by $27,934 and $27,934, respectively, on January 1, 2022, as well as $30,261 and $30,261, respectively, on December 31, 2022.
In addition, if the Group had applied its previous accounting policy, the deferred tax assets and deferred tax liabilities would decrease by $11,823 and $11,823, respectively, on December 31, 2023.
- (ii) Other amendments
The following amendments are not expected to have a significant impact on the Group’ s consolidated financial statements.
-
●Amendments to IAS 1 “Disclosure of Accounting Policies”
-
●Amendments to IAS 8 “Definition of Accounting Estimates”
(Continued)
- 143 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
- In addition, the Group has adopted Amendments to IAS 12 “International Tax Reform Pillar Two Model Rules” on May 23, 2023. The amendments provide a temporary mandatory exception from deferred tax accounting for the top-up tax, which applies retrospectively, and require new disclosures about the Pillar Two exposure for annual reporting periods beginning on or after January 1, 2023. However, as of December 31, 2022, as no new legislation to implement the top-up tax was enacted or substantively enacted in any jurisdiction in which the Group operates and no related deferred taxes were recognized at that date, the retrospective application has no impact on the Group’s consolidated financial statements. The Group is closely monitoring developments related to the implementation of the international tax reforms introducing global minimum tax. Please refer to note 6(u) income tax for further description.
- (b) The impact of IFRS endorsed by the FSC but not yet effective
The Group assesses that the adoption of the following new amendments, effective 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 IFRS 17 “Initial Application of IFRS 17 and IFRS 9 – Comparative Information”
-
●Amendments to IAS 21 “Lack of Exchangeability”
4. Summary of material accounting policies
The material accounting policies presented in the consolidated financial statements are summarized as follows and have been applied consistently to all periods presented in these financial statements.
- (a) Statement of compliance
The Group’ s accompanying consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers (the “Regulations”) and the IFRSs, IASs, IFRIC Interpretations, and SIC Interpretations endorsed and issued into effect by the FSC (collectively as “Taiwan-IFRSs”).
(Continued)
- 144 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(b) Basis of preparation
- (i) Basis of measurement
The accompanying consolidated financial statements have been prepared on a historical cost basis except for the following items:
-
1) Financial instruments measured at fair value through profit or loss (including derivative financial instruments and contingent consideration measured at fair value);
-
2) Financial assets measured at fair value through other comprehensive income; and
-
3) Net defined benefit liabilities (assets) measured at the present value of the defined benefit obligation less the fair value of the plan assets.
-
(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 Group’s consolidated financial statements are presented in New Taiwan dollars, which is the Company’s functional currency. Except when otherwise indicated, 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 accompanying consolidated financial statements incorporate the financial statements of the Company and its controlled entities (the subsidiaries) in which the Company is exposed, or has right, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee.
The financial statements of the subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. All intercompany transactions, balances and resulting unrealized income and loss are eliminated on consolidation. Total comprehensive income (loss) of a subsidiary is attributed to the shareholders of the Company and the non-controlling interests even if this results in the noncontrolling interests having a deficit balance.
When necessary, financial statements of subsidiaries are adjusted to align the accounting policies with those adopted by the Company.
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. The difference between the adjustment of the noncontrolling interests and the fair value of the consideration paid or received is recognized directly in equity and attributed to the shareholders of the Company.
(Continued)
- 145 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(ii) List of subsidiaries in the consolidated financial statements
The subsidiaries included in the consolidated financial statements were as follows:
| Name of Investor The Company The Company The Company The Company The Company The Company The Company The Company The Company QLLB QLLB QLLB QCHK/QCES QCHK QCHK QCHK The Company BenQ BenQ BenQ BenQ BenQ |
Name of Investee Qisda Sdn. Bhd. (“QLPG”) Qisda America Corp. (“QALA”) Qisda Japan Co., Ltd. (“QJTO”) BenQ Dialysis Technology Corp. (“BDT”) Qisda Optronics Corp. (“QTOS”) Darly Venture (L) Ltd. (“Darly”) Darly Venture Inc. (“APV”) Qisda Vietnam Co., Ltd. (“QVH”) Qisda (L) Corp. (“QLLB”) Qisda (Suzhou) Co., Ltd. (“QCSZ”) Qisda (Hong Kong) Limited (“QCHK”) BenQ Medical (Shanghai) Co., LTD. (“BMSH”) Qisda (Shanghai) Co., Ltd. (“QCSH”) Qisda Electronics (Suzhou) Co., Ltd. (“QCES”) Qisda Optronics (Suzhou) Co., Ltd. (“QCOS”) Qisda Precision Industry (Suzhou) Co., Ltd. (“QCPS”) BenQ Corp. (“BenQ”) BenQ Europe B.V. (“BQE”) BenQ Asia Pacific Corp. (“BQP”) BenQ America Corporation (“BQA”) BenQ Latin America Corp. (“BQL”) Mainteq Europe B.V. (“MQE”) |
Main Business and Products Leasing and management services Sales of electronic products Sales and maintenance of electronic products in Japanese market Manufacture and sales of medical consumables and equipment Sale of electronic products Investment and holding activity Investment and holding activity Manufacture of monitors Investment and holding activity Manufacture of monitors and communication devices Investment and holding activity Sales of medical consumables and equipment Manufacture of monitors Manufacture of LCD module Manufacture of projectors Manufacture of plastic parts Sales of brand-name electronic products Sales of brand-name electronic products in European markets Sales of brand-name electronic products in Asia markets Sales of brand-name electronic products in North America markets Sales of brand-name electronic products in Latin America markets Maintenance of brand- name monitors and projectors in European markets |
Percentage of Ownership December 31, 2023 December 31, 2022 Note % 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 - % 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 - % 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 - % 100.00 % 100.00 - |
|---|---|---|---|
| December 31, 2023 % 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 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 |
(Continued)
- 146 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| Name of Investor BenQ BenQ BenQ BenQ/Darly/ Darly2 BenQ/BQP BQP BQP BQP BQP BQP BQP BQP BQP BQP BQHK_HLD BQHK_HLD BQHK_HLD GSH BQA BenQ/BQL BQL BQL Joytech/ Vividtech BQmx/BQL BQE BQE |
Name of Investee Darly2 Venture, Inc. (“Darly2”) BenQ Intelligent Technology (Hong Kong) Co., Ltd. (“BQHK_HLD”) BenQ INFTY Lab Ltd. (“INF”) BenQ Guru Holding Limited (“GSH”) PT BenQ Teknologi Indonesia (“BQid”) BenQ Korea Co., Ltd. (“BQkr”) BenQ Japan Co., Ltd. (“BQjp”) BenQ Australia Pty Ltd. (“BQau”) BenQ (M.E.) FZE (“BQme”) BenQ India Private Ltd. (“BQin”) BenQ Singapore Pte. Ltd. (“BQsg”) BenQ Service & Marketing (M) Sdn. Bhd. (“BQmy”) BenQ (Thailand) Co., Ltd. (“BQth”) BenQ Vietnam Co., Ltd. (“BQvn”) BenQ Technology (Shanghai) Co., Ltd. (“BQls”) ShengCheng Trading (Shanghai) Co., Ltd. (“BQsha_EC2”) BenQ Intelligent Technology (Shanghai) Co., Ltd. (“BQC_RO”) BenQ Guru Software Co., Ltd. (“GSS”) BenQ Canada Corp. (“BQca”) BenQ Mexico S. de R.L. de C.V. (“BQmx”) Joytech LLC. (“Joytech”) Vividtech LLC. (“Vividtech”) MaxGen Comercio Industrial Imp E Exp Ltda. (“MaxGen”) BenQ Service de Mexico S. de R.L. de C.V. (“BQsm”) BenQ UK Limited (“BQuk”) BenQ Deutschland GmbH (“BQde”) |
Main Business and Products Investment and holding activity Sales of brand-name electronic products in HK markets Assembly and sales of gaming electronic products Investment and holding activity Sales of brand-name electronic products Sales of brand-name electronic products Sales of brand-name electronic products Sales of brand-name electronic products Sales of brand-name electronic products Sales of brand-name electronic products Sales of brand-name electronic products Sales of brand-name electronic products Sales of brand-name electronic products Sales of brand-name electronic products Sales of brand-name electronic products Sales of brand-name electronic products Sales of brand name electronic products in China markets R&D and sales of computer information systems Sales of brand-name electronic products Sales of brand-name electronic products Investment and holding activity Investment and holding activity Sales of brand-name electronic products Providing administration and management service to affiliates Sales of brand-name electronic products Sales of brand-name electronic products |
Percentage of Ownership December 31, 2023 December 31, 2022 Note % 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 - % 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 - % 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 - % 100.00 % 100.00 - % 100.00 % 100.00 - % 100.00 % 100.00 - % 100.00 % 100.00 - % 100.00 % 100.00 - |
|---|---|---|---|
| December 31, 2023 % 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 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 |
(Continued)
- 147 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| Name of Investor BQE BQE BQE BQE BQE BQE BQE APV/Darly2 The Company/ BenQ/Darly/ APV/Darly2 BBHC BBM BBM/BIC BBM BBM BBM The Company BBC BBC BBC BBC BBC BenQ/APV/ Darly2 BMTC |
Name of Investee BenQ Iberica S.L. Unipersonal (“BQib”) BenQ Austria GmbH (“BQat”) BenQ Benelux B.V. (“BQnl”) BenQ Italy S.R.L. (“BQit”) BenQ France SAS (“BQfr”) BenQ Nordic A.B. (“BQse”) BenQ LLC. (“BQru”) Darly Consulting Corporation (“Darly C”) BenQ BM Holding Cayman Corp. (“BBHC”) BenQ BM Holding Corp. (“BBM”) Nanjing BenQ Hospital Co., Ltd. (“NMH”) Suzhou BenQ Hospital Co., Ltd. (“SMH”) BenQ Hospital Management Consulting (Nanjing) Co., Ltd. (“NMHC”) BenQ Healthcare Consulting Corporation (“BHCC”) Suzhou BenQ Investment Co., Ltd. (“BIC”) BenQ Biotech (Shanghai) Co., Ltd. (“BBC”) Guangxi Youshan Medical Technology Co., Ltd. (“Youshan”) Wangcheng Medical Technology (Chengdu) Co., Ltd.(“Wangcheng”) Shanghai Filter Technology Co., Ltd. (“Filter”) Shanghai Zhenglang Medical Equipment Co., Ltd. (“Zhenglang”) Shanghai Perfusion Medical Technology Co., Ltd. (“Perfusion”) BenQ Medical Technology Corp. (“BMTC”) Highview Investments Limited (“Highview”) |
Main Business and Products Sales of brand-name electronic products Sales of brand-name electronic products Sales of brand-name electronic products Sales of brand-name electronic products Sales of brand-name electronic products Sales of brand-name electronic products Providing administration and management service to affiliates Investment management consulting Investment and holding activity Investment and holding activity Medical services Medical services Medical management consulting Medical management consulting Investment and holding activity Manufacture and sales of medical consumables and equipment Sales of medical consumables and equipment Sales of medical consumables and equipment Sales of medical consumables and equipment Sales of medical consumables and equipment R&D and manufacture of medical consumables and equipment Manufacture and sales of medical consumables and equipment Investment and holding activity |
Percentage of Ownership December 31, 2023 December 31, 2022 Note % 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 - % 100.00 % 100.00 - % 95.02 % 70.28 - % 95.02 % 70.28 - % 95.02 % 70.28 - % 95.02 % 70.28 - % 95.02 % 70.28 - % 95.02 % 70.28 - % 95.02 % 70.28 - % 70.00 % 70.00 - % 38.50 % 38.50 Note 2 % 49.00 % 49.00 Note 2 % 70.00 % 70.00 - % 35.70 % 35.70 Note 2 % 35.70 - Notes 2 and 3 % 54.96 % 54.96 - % 54.96 % 54.96 - |
|---|---|---|---|
| December 31, 2023 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 95.02 % 95.02 % 95.02 % 95.02 % 95.02 % 95.02 % 95.02 % 70.00 % 38.50 % 49.00 % 70.00 % 35.70 % 35.70 % 54.96 % 54.96 |
(Continued)
- 148 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| Name of Investor BMTC BMTC BMTC BMTC BMTC BMTC BMTC/Concord The Company/ Darly2/BMTC/ Asiaconnect K2 K2 K2 Highview LILY BHS BHS The Company/ BenQ/APV/ Darly C BMC BMC BMC |
Name of Investee Asiaconnect International Company Ltd. (“Asiaconnect”) LILY Medical Corporation (“LILY”) BenQ AB DentCare Corporation (“BABD”) BenQ Healthcare Corporation (“BHS”) EASTECH CO., LTD. (“EASTECH”) Concord Medical Co., Ltd. (“Concord”) Concord Healthcare Co., Ltd. (“CCHC”) K2 International Medical Inc. (“K2”) K2 Medical (Thailand) Co., Ltd. K2 (Shanghai) International Medical Inc. (“K2SH”) PT. Frismed Hoslab Indonesia BenQ Medical Technology (Shanghai) Ltd. (“BMTS”) LILY Medical (Suzhou) Co., Ltd. (“ALS”) New Best Hearing International Trade Co., Ltd. (“NBHIT”) CKCARE Co., Ltd. (“CKCARE”) BenQ Materials Corp. (“BMC”) BenQ Materials (L) Co. (“BMLB”) Sigma Medical Supplies Corp. (“SGM”) Genejet Biotech Co., Ltd. (“GJB”) |
Main Business and Products Sales of medical consumables and equipment and information software Sales of medical consumables and equipment Sales of medical consumables and equipment Sales of medical consumables and equipment Sales of medical consumables and equipment Sales of medical products, medical equipment leasing, and management consulting Sales of medical consumables and equipment, and management consulting Sales of medical consumables and equipment Sales of medical consumables and equipment Sales of medical consumables and equipment Medical devices for blood donation and consumables Agency of international and entrepot trade business Sales of medical consumables and equipment Sales of medical consumables and equipment Sales of medical products, over-the-counter drugs, and health supplements R&D, manufacture and sales of optoelectronics film Investment and holding activity Sales of medical consumables and equipment R&D, manufacture and sales of medical consumables and equipment |
Percentage of Ownership December 31, 2023 December 31, 2022 Note % 54.82 % 54.82 - % 54.96 % 54.96 - % 48.36 % 48.36 Note 2 % 54.96 % 54.96 - % 38.47 % 38.47 Note 2 % 21.98 % 21.98 Notes 6 and 10 % 21.98 % 32.97 Notes 2, 4 and 7 % 21.98 % 40.00 Notes 1 and 8 % 10.77 % 19.60 Notes 1 and 8 % 21.98 % 40.00 Notes 1 and 8 % 14.73 % 26.80 Notes 1 and 8 % 54.96 % 54.96 - % 54.96 % 54.96 - % 28.58 % 28.58 Note 2 % 32.97 % 32.97 Notes 2 and 6 % 43.56 % 43.56 Note 10 % 43.56 % 43.56 Note 2 % 43.56 % 43.56 Note 2 % 32.94 % 30.49 Note 2 |
|---|---|---|---|
| December 31, 2023 % 54.82 % 54.96 % 48.36 % 54.96 % 38.47 % 21.98 % 21.98 % 21.98 % 10.77 % 21.98 % 14.73 % 54.96 % 54.96 % 28.58 % 32.97 % 43.56 % 43.56 % 43.56 % 32.94 |
(Continued)
- 149 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| Name of Investor BMC BMLB BMLB BMLB BMLB SGM BMC WPC WPSG The Company/ APV/ Darly2 PTT/PTE PTT/WEBEST PTT PTT/WEBEST PTT PTT PTT PTE PTE PTE PTME P&S |
Name of Investee Cenefom Corp. (“CENEFOM”) BenQ Material (Suzhou) Co., Ltd. (“BMS”) Daxon Biomedical (Suzhou) Co., Ltd. (“DTB”) BenQ Materials (Wuhu) Co., Ltd. (“BMW”) BenQ Materials Medical Supplies (Suzhou) Co., Ltd. (“BMM”) Suzhou Sigma Medical Supplies Co., Ltd. (“SMSZ”) WEB-PRO Corporation (“WPC”) Beyond Top Pte. Ltd. (“WPSG”) Web-Pro (Vietnam) Co., Ltd. (“WPVN”) Partner Tech Corp. (“PTT”) Partner Tech UK Corp., Ltd. (“PTUK”) Partner Tech Middle East FZCO (“PTME”) Partner-Tech Europe GmbH (“PTE”) Partner Tech North Africa (“PTNA”) Epoint Systems Pte. Ltd. (“PTSE”) Partner Tech Asia Pacific Corp. (“PTAP”) P&S Investment Holding Co., Ltd. (B.V.I.) (P&S) Partner Tech France (“PTF”) Sloga Team D.o.o (“Sloga”) Retail Solution & System S.L. (“RSS”) E-POS International LLC (“E-POS”) Partner Tech USA Inc. (“PTU”) |
Main Business and Products R&D, manufacture and sales of medical consumables and equipment Manufacture of optoelectronics film Service and sales of medical consumables Manufacture and sales of optoelectronics film and cosmetics Manufacture and sales of medical consumables Sales of medical consumables and equipment R&D, manufacture and sales of medical supplies Investment and holding activity Manufacture and sales of medical supplies Manufacture, sales and import and export of POS terminals and peripherals Sales, purchases, import and export of electronic products Sales, purchases, import and export of electronic products Sales, purchases, import and export of electronic products Sales, purchases, import and export of electronic products Software development and sales of product Software development and sales of product Investment and holding activity Sales, purchases, import and export of electronic products Sales, purchases, import and export of electronic products Sales, purchases, import and export of electronic products Sales, purchases, import and export of electronic products Sales, purchases, import and export of electronic products |
Percentage of Ownership December 31, 2023 December 31, 2022 Note % 22.21 % 22.36 Note 2 % 43.56 % 43.56 Note 2 % 43.56 % 43.56 Note 2 % 43.56 % 43.56 Note 2 % 43.56 % 43.56 Note 2 % 43.56 % 43.56 Note 2 % 22.22 - Notes 2 and 5 % 22.22 - Notes 2 and 5 % 22.22 - Notes 2 and 5 % 68.23 % 68.23 - % 64.34 % 64.34 - % 68.23 % 68.23 - % 34.13 % 34.13 Note 2 - % 39.70 Notes 2 and 19 % 47.68 % 47.68 Note 2 % 68.23 - Note 3 % 68.23 % 68.23 - % 23.89 % 23.89 Notes 2 and 4 % 30.72 % 30.72 Note 2 % 23.21 % 23.21 Note 2 % 68.23 % 68.23 Note 9 % 68.23 % 68.23 - |
|---|---|---|---|
| December 31, 2023 % 22.21 % 43.56 % 43.56 % 43.56 % 43.56 % 43.56 % 22.22 % 22.22 % 22.22 % 68.23 % 64.34 % 68.23 % 34.13 - % 47.68 % 68.23 % 68.23 % 23.89 % 30.72 % 23.21 % 68.23 % 68.23 |
(Continued)
- 150 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| Name of Investor P&S PTT/WEBEST PTT/PTTN PTT/PTTN The Company/ APV/Darly2 DFI DFI DFI DFI Yan Tong Yan Tong DFI AEWIN AEWIN Wise Way Bright Profit Aewin Beijing DFI ACE ACE/Proton/ Cyber South ACE |
Name of Investee Partner Tech (Shanghai) Co., Ltd. (“PTCM”) La Fresh information Co., Ltd. (“PTTN”) Webest Solution Corporation (“WEBEST”) Mace Digital Corporation (“PTMG”) DFI Inc. (“DFI”) DFI AMERICA, LLC DFI Co., Ltd. Diamond Flower Information (NL) B.V. Yan Tong Technology Ltd. (“Yan Tong”) Yan Tong Infotech (Dongguan) Co., Ltd. (“DYTI”) Yan Ying Hao Trading (ShenZhen) Co., Ltd. (“DYTH”) Aewin Technologies Co., Ltd. (“AEWIN”) Wise Way Aewin Tech Inc. Bright Profit Aewin Beijing Technologies Co., Ltd. (Aewin Beijing) Aewin (Shenzhen) Technologies Co., Ltd. Ace Pillar Co., Ltd. (“ACE”) Cyber South Management Ltd. (“Cyber South”) Tianjin Ace Pillar Co., Ltd. Hong Kong Ace Pillar Enterprise Company Limited |
Main Business and Products Sales, purchases, import and export of electronic products Software development and sales of product Sales, purchases, import and export of electronic products Software development and sales of product Manufacture and sales of industrial motherboards and component Sales of industrial motherboards Sales of industrial motherboards Sales of industrial motherboards Investment and holding activity Manufacture and sale of industrial motherboards and component Wholesale, import and export of industrial motherboards and component Manufacture and sale of industrial motherboards and component Investment and holding activity Wholesale of computer peripheral products and software Investment and holding activity Wholesale of computer peripheral products and software Wholesale of computer peripheral products and software Tests, processing, sales, repairment and electromechanical integration of automatic control and mechanical transmission system Investment and holding activity Sales of automation mechanical transmission system and component Sales of automation mechanical transmission system and component |
Percentage of Ownership December 31, 2023 December 31, 2022 Note % 68.23 % 68.23 - % 41.10 % 34.55 Notes 2 and 14 % 41.10 % 68.23 Notes 2 and 14 % 41.10 % 35.74 Notes 2 and 14 % 55.09 % 55.09 - % 55.09 % 55.09 - % 55.09 % 55.09 - % 55.09 % 55.09 - % 55.09 % 55.09 - - % 55.09 Note 19 % 55.09 % 55.09 - % 28.31 % 28.31 Note 2 % 28.31 % 28.31 Note 2 % 28.31 % 28.31 Note 2 % 28.31 % 28.31 Note 2 % 28.31 % 28.31 Note 2 % 28.31 % 28.31 Note 2 % 26.48 % 26.48 Note 10 % 26.48 % 26.48 Note 2 % 26.48 % 26.48 Note 2 % 26.48 % 26.48 Note 2 |
|---|---|---|---|
| December 31, 2023 % 68.23 % 41.10 % 41.10 % 41.10 % 55.09 % 55.09 % 55.09 % 55.09 % 55.09 - % 55.09 % 28.31 % 28.31 % 28.31 % 28.31 % 28.31 % 28.31 % 26.48 % 26.48 % 26.48 % 26.48 |
(Continued)
- 151 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| Name of Investor ACE AEG/ACE ACE STC Standard Technology Corp. Cyber South Cyber South Cyber South Cyber South ACETK The Company/ APV/Darly2 DIC Data Image (Mauritius) Corporation DIC DIVA DIVA DIVA DIVA Diva Capital lnc. Diva Holding lnc. The Company EASCHK |
Name of Investee ACE Energy Co., Ltd. (“AEG”) BlueWalker GmbH (“BWA”) Standard Technology Corp. (“STC”) Standard Technology Corp. (“STCBVI”) Standard International Trading (Shanghai) Co., Ltd. Proton Inc. (“Proton”) Ace Tek (HK) Holding Co., Ltd. (“ACETK”) Suzhou Super Pillar Automation Equipment Co., Ltd. Grace Transmission (Tianjin) Co., Ltd. Advancedtek Ace (TJ) Inc. Data Image Corporation (“DIC”) Data Image (Mauritius) Corporation (“DICMR”) Data Image (Suzhou) Corporation DIVA Laboratories. Ltd. (“DIVA”) DIVA Laboratories GmbH DIVA Laboratories U.S., LLC Panoramic Imaging Solutions Inc. Diva Capital lnc. Diva Holding lnc. Suzhou Diva Lab. Inc. Expert Alliance Systems & Consultancy (HK) Company Limited (“EASCHK”) Expert Alliance Smart Technology Co. Ltd. |
Main Business and Products Energy service Sales and service of energy management products Sales of semiconductor, optoelectronics and machinery equipment and equipment repair Investment and holding activity Sales of semiconductor, optoelectronics and machinery equipment and equipment repair Investment and holding activity Investment and holding activity Manufacture of automation mechanical transmission system and component Manufacture of automation mechanical transmission system and component Electronic system integration Manufacture and sales of marine display modules Investment and holding activity Manufacture and sales of LCD R&D, manufacture and sales of medical consumables and computer peripheral products Sales of monitor Sales of monitor Sales of monitor Investment and holding activity Investment and holding activity Wholesale and import and export of medical equipment Sales of brand-name electronic products and smart services Sales of electronic products and smart services |
Percentage of Ownership December 31, 2023 December 31, 2022 Note % 26.44 % 26.44 Notes 2 and 16 % 26.44 % 26.44 Notes 2, 6 and 17 % 15.89 % 15.89 Notes 2 and 6 % 15.89 % 15.89 Notes 2 and 6 % 15.89 % 15.89 Notes 2 and 6 % 26.48 % 26.48 Note 2 % 26.48 % 26.48 Note 2 % 26.48 % 26.48 Note 2 % 26.48 % 26.48 Note 2 % 26.48 % 26.48 Note 2 % 38.35 % 38.35 Note 10 % 38.35 % 38.35 Note 2 % 38.35 % 38.35 Note 2 % 13.63 % 13.63 Note 1 % 13.63 % 13.63 Note 1 % 13.63 % 13.63 Note 1 % 13.63 % 13.63 Note 1 % 13.63 % 13.63 Note 1 % 13.63 % 13.63 Note 1 % 13.63 % 13.63 Note 1 % 54.00 % 54.00 - % 54.00 % 54.00 - |
|---|---|---|---|
| December 31, 2023 % 26.44 % 26.44 % 15.89 % 15.89 % 15.89 % 26.48 % 26.48 % 26.48 % 26.48 % 26.48 % 38.35 % 38.35 % 38.35 % 13.63 % 13.63 % 13.63 % 13.63 % 13.63 % 13.63 % 13.63 % 54.00 % 54.00 |
(Continued)
- 152 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| Name of Investor The Company/ APV/Darly2 Topview Messoa The Company MTG/Epic Cloud MTG DFI/MTG MTG MTG Advanced TEK MTG/Epic Cloud Statinc MTG/GSH The Company/ APV/Darly2 Simula Simula Simula Simula/Aspire Asia Inc. Aspire Asia Inc. |
Name of Investee Topview Optronics Corporation (“Topview”) Messoa Technologies Inc. (“Messoa”) Messoa Technologies Inc. (“Messoa USA”) Metaage Corporation (“MTG”) Global Intelligence Network Co., Ltd. (“Ginnet”) Epic Cloud Co., Ltd. (“Epic Cloud”) Brainstorm Corporation (“Brainstorm”) Corex (Pty) Ltd. (“Corex”) AdvancedTEK International Corp. (“AdvancedTEK”) APEO Human Capital Services Corp. (“APEO”) Statinc Company (“Statinc”) DKABio Co., Ltd. (“Datta”) Metaguru Corporation (“MRU”) Simula Technology Inc. (“Simula”) Aspire Asia Inc. Simula Technology Corp. Action Star Technology Co., Ltd. (“AST”) Simula Company Limited Aspire Electronics Corp. |
Main Business and Products Manufacture, sales and import and export of video surveillance cameras Sales, and import and export of video surveillance cameras Sales, and import and export of video surveillance cameras and maintenance services The distribution and reselling of software and hardware equipment of ICT infrastructures, computing and data, utilization, and digitalization Sales of network and information and communication hardware and software Software and data processing services Wholesale and retail of computer peripheral products Sales, purchases, import and export of electronic products Implementation of application software services Implementation of application software services Market research, marketing consultant and big data cloud database services Market research, marketing consultant and big data cloud database services R&D and sales of computer information systems Manufacture and sales of electronic material Investment and holding activity Sales in North America R&D, manufacture and sale of USB docking station products Investment and holding activity Investment and holding activity |
Percentage of Ownership December 31, 2023 December 31, 2022 Note - % 33.56 Notes 1 and 18 - % 13.69 Notes 1 and 18 - % 13.69 Notes 1 and 18 % 51.41 % 51.41 - % 41.03 % 40.84 Note 2 % 51.41 % 51.41 - % 18.04 % 19.33 Note 12 % 51.41 % 51.41 - % 17.53 % 17.53 Notes 1 and 11 % 17.53 % 17.53 Note 1 % 18.00 % 18.00 Note 1 % 18.00 % 18.00 Note 1 % 51.41 % 51.41 Note 15 % 51.13 % 51.13 - % 51.13 % 51.13 - % 51.13 % 51.13 - % 30.34 % 30.34 Note 2 % 51.13 % 51.13 - % 48.62 % 48.62 Note 2 |
|---|---|---|---|
| December 31, 2023 - - - % 51.41 % 41.03 % 51.41 % 18.04 % 51.41 % 17.53 % 17.53 % 18.00 % 18.00 % 51.41 % 51.13 % 51.13 % 51.13 % 30.34 % 51.13 % 48.62 |
(Continued)
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QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| Name of Investor Aspire Electronics Corp. Simula Company Limited The Company/ APV GSC GSC The Company/ APV/Darly2/ Darly C Alpha Alpha Alpha Alpha Alpha Alpha Alpha Alpha D-Link Asia Alpha/D-Link Asia Alpha HK Alpha CSF/ Alpha DGF Alpha CSF Enrich Enrich |
Name of Investee Opti Cloud Technologies, Inc. (“Opti Cloud”) Simula Technology (ShenZhen) Co., Ltd. Golden Spirit Co., Ltd. (“GSC”) Bigmin Bio-Tech Company Ltd. E-Strong Medical Technology Co., Ltd. (“ESM”) Alpha Networks Inc. (“Alpha”) Alpha Holdings Inc. (“AH”) Alpha Solutions Co., Ltd. (“Alpha Solutions”) Alpha Networks Inc. (“Alpha USA”) Alpha Technical Services Inc. (“ATS”) Alpha Networks (Hong Kong) Limited (“Alpha HK”) Alpha Networks Vietnam Company Limited (“Alpha VN”) Enrich Investment Corporation (“Enrich”) D-Link Asia Investment Pte., Ltd. (“D-Link Asia”) Alpha Networks (Dongguan) Co., Ltd. (“Alpha DGF”) Alpha Networks (Chengdu) Co., Ltd. (“Alpha CD”) Alpha Networks (Changshu) Co., Ltd. (“Alpha CSF”) Mirac Networks (Dongguan) Co., Ltd. (“Mirac”) Alpha Networks (Changshu) Trading Co., Ltd. (“Alpha CST”) Transnet Corporation (“Transnet”) Aespula Technologies Inc. (“APL”) |
Main Business and Products R&D of high-speed optical transmission cable and module product technology Manufacture of electronic connector, socket and plastic hardware Sale of alcohol and medical disinfectant Sale of alcohol and medical disinfectant Manufacture of alcohol and dialysate Manufacture and sales of broadband products, wireless network products and computer network system equipment Investment holding Sale of network equipment, components and technical services Sale, marketing and procurement service in USA Post-sale service Investment holding Production and sale of network products Investment holding Investment in manufacturing business Production and sale of network products Research and development of network products Production and sale of network products Production and sale of network products Production and sale of network products Operating in network communication products, provide system support services, integrated supply and import and export of network equipment Sale of network equipment, components and technical services |
Percentage of Ownership December 31, 2023 December 31, 2022 Note - % 26.17 Notes 2 and 19 % 51.13 % 51.13 - % 100.00 % 100.00 - % 100.00 % 100.00 - % 71.03 % 71.03 - % 59.98 % 59.98 - - % 59.98 Note 19 % 59.98 % 59.98 - % 59.98 % 59.98 - % 59.98 % 59.98 - % 59.98 % 59.98 - % 59.98 % 59.98 Note 4 % 59.98 % 59.98 - % 59.98 % 59.98 Note 6 (g) % 59.98 % 59.98 Note 6 (g) % 59.98 % 59.98 Note 20 % 59.98 % 59.98 - % 59.98 % 59.98 Note 21 % 59.98 - Note 3 % 59.98 % 59.98 - % 59.34 % 59.34 - |
|---|---|---|---|
| December 31, 2023 - % 51.13 % 100.00 % 100.00 % 71.03 % 59.98 - % 59.98 % 59.98 % 59.98 % 59.98 % 59.98 % 59.98 % 59.98 % 59.98 % 59.98 % 59.98 % 59.98 % 59.98 % 59.98 % 59.34 |
(Continued)
- 154 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| Name of Investor Alpha Hitron Hitron Hitron Hitron Hitron HSM HSM Hitron/Enrich IDT |
Name of Investee Hitron Technologies Inc. (“Hitron”) Hitron Technologies (Samoa) Inc (“HSM”) Hitron Technologies Europe Holding B.V. (“HBV”) Hitron Technologies (Americas) Inc. (“HUS”) Innoauto Technologies Inc. (“HTG”) Hitron Technologies (Vietnam) Inc. (“HVN”) Hitron Technologies (SIP) Inc. (“HSZ”) Jietech Trading (Suzhou) Inc. (“HJT”) Interactive Digital Technologies Inc. (“IDT”) Hwa Chi Technologies (Shanghai) Inc. (“IHC”) |
Main Business and Products Marketing on system integration and production and sales of telecommunication products International trade International trade International trade Investment and automotive electronics products Production and sale of broadband telecommunications products Production and sale of broadband telecommunications products Sale of broadband network products and related services Telecommunication and broadband network system services Technical consultation on electronic communication, technology research and development, maintenance and after- sale service |
Percentage of Ownership December 31, 2023 December 31, 2022 Note % 37.33 % 37.33 Note 2 % 37.33 % 37.33 Note 2 % 37.33 % 37.33 Note 2 % 37.33 % 37.33 Note 2 % 37.33 % 37.33 Note 2 % 37.33 % 37.33 Note 2 % 37.33 % 37.33 Note 2 % 37.33 % 37.33 Note 2 % 16.95 % 19.33 Note 13 % 16.95 % 19.33 Note 13 |
|---|---|---|---|
| December 31, 2023 % 37.33 % 37.33 % 37.33 % 37.33 % 37.33 % 37.33 % 37.33 % 37.33 % 16.95 % 16.95 |
Note 1: Although the Group did not own more than half of the voting rights of the entities, the Group owns more than half of the board seats of the entities; therefore, it is determined that the Group has control over these entities.
Note 2: Although the Group did not own more than half of the ownership of the entities, the Group, directly and indirectly, held more than half of their voting rights, resulting in the Group to have control over their entities.
Note 3: The subsidiaries were newly established in 2023.
Note 4: The subsidiaries were newly established in 2022.
Note 5: In 2023, the Group obtained control over the entities.
Note 6: In 2022, the Group obtained control over the entities.
Note 7: In January 2023, BMTC sold 33.33% equity ownership of CCHC to Concord.
Note 8: In 2023, BMTC and Asiaconnect acquired 40% equity ownership of K2 from the Company as a result of an organizational restructuring in 2023.
Note 9: PTME originally held 100% equity ownership of E-POS; however, because of certain legal restrictions, the 51% ownership of E-POS was registered under the name of other parties.
Note 10: Although the Group did not own more than half of the voting rights of the entity, the Group is the single largest shareholder of the entity. Moreover, the remaining ownership was not concentrated within specific shareholders and there was no indication that all other shareholders exercised their votes collectively, resulting in the Group to obtain more than half of the voting rights at the entity’s shareholders’ meeting, and thus, has control over the entity.
Note 11: MTG owned 34.09% of the voting rights of AdvancedTEK and is the single largest shareholder of the entity. Moreover, MTG obtained a majority AdvancedTEK’s board seats, resulting in the Group to obtain control over AdvancedTEK.
(Continued)
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QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
-
Note 12: On May 1, 2021, DFI acquired 35.09% equity ownership of Brainstorm. According to the stock purchase agreement with the existing shareholders and Articles of Incorporation of Brainstorm, DFI obtained 55.29% of voting rights of Brainstorm and owned a majority of Brainstorm’s board seats, resulting in DFI to obtain control over Brainstorm. On October 2, 2023, MTG acquired the entire ownership of Brainstorm from DFI as a result of an organizational restructuring.
-
Note 13: Although the Group did not own more than half of the ownership of IDT, the Group has the power to direct the operating decisions of the entity. Thereafter, IDT has been included in the Group’s consolidated entities.
-
Note 14: On July 4, 2023, PTTN acquired 100% equity ownership of WEBEST and PTMG through share exchange as a result of an organizational restructuring in 2023.
-
Note 15: On December 1, 2022, MTG acquired 100% equity ownership of MRU from GSH as a result of an organizational restructuring in 2022.
-
Note 16: The Group undertook an organizational restructuring in 2022, whereby, ACE acquired 99.86% equity ownership of AEG from APV, Darly2, Darly C and non-controlling interests on July 1, 2022.
-
Note 17: Referring to note 6(i), on April 1, 2022, ACE acquired 100% equity ownership of BWA. Additionally, on December 1, 2022, AEG acquired 100% equity ownership of BWA from ACE as a result of an organizational restructuring.
-
Note 18: Topview was a subsidiary of the Group prior to June 30, 2023. However, the Group disposed parts of its ownership in that subsidiary thereafter, wherein three of its directors had resigned, failing to own the majority of the board seats of the subsidiary as of June 30, 2023, resulting in the Group to lose control over Topview and its subsidiaries, who were then excluded from the consolidated financial statements of the Group and have been reclassified as investments accounted for using the equity method.
Note 19: The entities were liquidated in 2023.
-
Note 20: On June 15, 2023, D-link Asia entered into an agreement with Alpha to transfer the entire ownership of Alpha CD to Alpha.
-
Note 21: On May 5, 2023, Alpha DGF entered into an agreement with Alpha CSF to transfer the entire ownership of Mirac to Alpha CSF.
(iii) List of subsidiaries which are not included in the consolidated financial statements: None.
(d) Foreign currency
- (i) Foreign currency transactions
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. At the end of each reporting period (“ the reporting date” ), monetary items denominated in foreign currencies are translated into the 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. Non-monetary items denominated in foreign currencies that are measured at 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 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 from acquisition, are translated into the presentation currency of the Group’ s consolidated financial statements at the exchange rates at the reporting date. The income and expenses of foreign operations are translated into the presentation currency of the Group’ s consolidated financial statements at the average exchange rates for the period. All resulting exchange differences are recognized in other comprehensive income.
(Continued)
- 156 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
When a foreign operation is disposed of such that control, joint control, or significant influence is lost, the accumulated exchange differences related to that foreign operation is reclassified to profit or loss. In the case of a partial disposal that does not result in the Group losing control over a subsidiary, the proportionate share of the accumulated exchange differences is reclassified to non-controlling interests. For a partial disposal of the Group’s ownership interest in an associate or joint venture, the proportionate share of the accumulated exchange differences in equity 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, the monetary item is, in substance, a part of net investment in that foreign operation, and the related foreign exchange gains and losses thereon are recognized as other comprehensive income.
- (e) Classification of current and non-current assets and liabilities
An asset is classified as current when one of following criteria is met; all other assets are classified as non-current assets.
-
(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;
-
(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 when one of following criteria is met; all other liabilities are classified as non-current liabilities:
-
(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) The Group 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 consists of cash on hand, checking deposits, and demand deposits. Cash equivalents consist of short-term and 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 that meet the aforesaid criteria and are not held for investing purposes are also classified as cash equivalents.
Bank overdrafts that are repayable on demand and form an integral part of the Group’ s cash management are included as a component of cash and cash equivalents for the purpose of the consolidated statement of cash flows.
(Continued)
- 157 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(g) Financial instruments
Accounts receivable and debt securities issued 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 accounts receivable without a significant financing component) or financial liability is initially measured at fair value plus, for an item not at fair value through profit or loss (FVTPL), transaction costs that are directly attributable to its acquisition or issuance. An accounts receivable without a significant financing component is initially measured at the transaction price.
(i) Financial assets
On initial recognition, financial assets are classified as measured at: amortized cost, fair value through other comprehensive income (FVOCI) and fair value through profit or loss (FVTPL). A regular way purchases or sales of financial assets is recognized or derecognized on a tradedate basis.
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.
- 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 financial 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 (SPPI) on the principal amount outstanding.
Subsequent to initial recognition, these assets are measured at amortized cost, using the effective interest method less impairment loss. Interest income, foreign exchange gains and losses, and recognition (reversal) of impairment loss are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss.
- 2) Financial assets measured at fair value through other comprehensive income
A debt investment is measured at FVOCI 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 achieved by both collecting contractual cash flows and selling financial assets; and
-
its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest (SPPI) on the principal amount outstanding.
(Continued)
- 158 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
On initial recognition of an equity investment that is not held for trading, the Group may irrevocably elect to present the subsequent changes in the investment’s fair value in other comprehensive income. This election is made on an instrument-by-instrument basis.
Debt investments at FVOCI are subsequently measured at fair value. Interest income calculated using the effective interest method, foreign exchange gains and losses and impairment loss are recognized in profit or loss. Other net gains and losses are recognized in other comprehensive income. On derecognition, other comprehensive income accumulated in equity are reclassified to profit or loss.
Equity investments at FVOCI are subsequently measured at fair value. Dividends are recognized as income in profit or loss 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. On derecognition, other comprehensive income accumulated in equity is reclassified to retained earnings and is never reclassified to profit or loss.
Dividend income derived from equity investments is recognized on the date that the Group’s right to receive the dividends is established (usually the ex-dividend date).
- 3) Financial assets measured at fair value through profit or loss
All financial assets not classified as measured at amortized cost or at 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 dividend and interest income, are recognized in profit or loss.
4) Business model assessment
The Group makes an assessment of the objective of the business model in which a financial asset is held at portfolio level because this best reflects the way the business is managed and information is provided to management. The information considered includes:
-
the stated policies and objectives for the portfolio and the operation of those policies in practice. These include whether management’ s strategy focuses on earning contractual interest income, maintaining a particular interest rate profile, matching the duration of the financial assets to the duration of any related liabilities or expected cash outflows or realizing cash flows through the sale of the assets;
-
how the performance of the portfolio is evaluated and reported to the Group’ s management;
-
the risks that affect the performance of the business model (and the financial assets held within that business model) and how those risks are managed;
(Continued)
- 159 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
-
how managers of the business are compensated ─ e.g. whether compensation is based on the fair value of the assets managed or the contractual cash flows collected; and
-
the frequency, volume and timing of sales of financial assets in prior periods, the reasons for such sales and expectations about future sales activity.
Transfers of financial assets to third parties in transactions that do not qualify for derecognition are not considered sales for this purpose, and are consistent with the Group’s continuing recognition of the assets.
- 5) Assessment of 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.
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)
-
6) 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, notes and accounts receivable, other receivables and other financial assets).
The Group measures loss allowances at an amount equal to lifetime ECL, except for the following financial assets which are measured using 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.
The Group measures loss allowances for accounts receivable at an amount equal to lifetime ECL.
(Continued)
- 160 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a financial instrument. 12-month ECLs are the portion of ECLs that result from default events that are possible within the 12 months 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 ECLs 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, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. The information includes both quantitative and qualitative information and analysis based on the Group’ s historical experience and credit assessment, as well as forward-looking information.
ECLs are probability-weighted estimate of credit losses over the expected life of financial assets. 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). ECLs are discounted at the effective interest rate of the financial asset.
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 a 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.
7) Derecognition of financial assets
The Group derecognizes a financial asset when the contractual rights of the cash flows from the financial asset expire, 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 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)
- 161 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
-
(ii) Financial liabilities and equity instruments
-
1) Classification of debt or equity
Debt or equity instruments issued by the Group are classified as financial liabilities or equity in accordance with the substance of the contractual agreement and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. Equity instruments are recognized at the amount of consideration received, less, the direct issuing cost.
- 2) Financial liabilities
Financial liabilities are classified as measured at amortized cost or FVTPL. A financial liability is classified as at FVTPL if it is 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.
Financial liabilities measured at amortized cost 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.
- 3) Derecognition of financial liabilities
The Group derecognizes a financial liability when its contractual obligation has been fulfilled or cancelled, or has 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.
The difference between the carrying amount of a financial liability derecognized and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss.
- 4) Offsetting of financial assets and liabilities
Financial assets and liabilities are presented on a net basis only when the Group has the legally enforceable right to offset and intends to settle such financial assets and liabilities on a net basis or to realize the assets and settle the liabilities simultaneously.
- (iii) Derivative financial instruments
The Group uses derivative financial instrument to hedge its foreign currency exposures. Derivatives are initially measured at fair value and attributable transaction costs are recognized in profit or loss as incurred. Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are recognized in profit or loss. If the valuation of a derivative instrument is in a positive fair value, it is classified as a financial asset, otherwise, it is classified as a financial liability.
(Continued)
- 162 -
QISDA CORPORATION 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 calculated based on the weighted-average method and includes expenditure incurred in acquiring the inventories, production or conversion costs, and other costs incurred in bringing them to the location and condition ready for sale. Fixed manufacturing overhead is allocated to finished products and work in process based on the higher of normal capacity or actual capacity; variable manufacturing overhead is allocated based on the actual capacity of machinery and equipment. Net realizable value represents the estimated selling price in the ordinary course of business, less, all estimated costs of completion and necessary selling expenses.
(i) Non-current assets held for sale
Non-current assets or disposal groups comprising assets and liabilities that are expected to be recovered primarily through a sale transaction, rather than through continuing use, are reclassified as non-current assets held for sale. Such non-current assets or disposal groups must be available for immediate sale in their present condition, and the sale is highly probable within one year.
Immediately before the initial classification of the non-current assets (or disposal groups) as held for sale, the carrying amount of the assets (or all the assets and liabilities in the group) is measured in accordance with the Group’s applicable accounting policies. Thereafter, the assets are measured at the lower of their carrying amount and fair value, less, costs to sell. Any impairment loss on a disposal group will first be allocated to goodwill, and then the remaining balance of impairment loss is allocated to assets and liabilities on a pro rata basis, except for the assets within the scope of IAS - 36 Impairment of Assets, which are continue to be measured in accordance with the Group’ s accounting policies. Impairment losses on assets initially classified as held for sale and any subsequent gains or losses on re-measurement are recognized in profit or loss; nevertheless, the reversal gains are not recognized in excess of any cumulative impairment loss.
Intangible assets and property, plant and equipment are no longer amortized or depreciated when they are classified as held for sale. Besides, the equity method of accounting is discontinued from the date when equity-method investments are classified as held for sale.
(j) Investment in associates
Associates are those entities in which the Group has significant influence, but not control or jointly control, over the financial and operating policies.
Investments in associates are accounted for using the equity method and are recognized initially at cost, plus, any transaction costs. The carrying amount of the investment in associates includes goodwill identified on acquisition, net of any accumulated impairment losses. When necessary, the entire carrying amount of the investment (including goodwill) will be tested for impairment as a single asset by comparing its recoverable amount with its carrying amount. Any impairment loss recognized forms part of the carrying amount of the investment. Any reversal of that impairment loss is recognized to the extent that the recoverable amount of the investment subsequently increases.
(Continued)
- 163 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
The Group’s share of its associates’ post-acquisition profits or losses is recognized in profit or loss, and its share of post-acquisition movements in other comprehensive income is recognized as other comprehensive income with a corresponding adjustment to the carrying amount of the investment. When changes in an associate’s equity are not recognized in profit or loss or other comprehensive income of the associate, and such changes do not affect the Group’s ownership percentage of the associate, the Group recognizes the change in ownership interests of its associate as “capital surplus” in proportion to its ownership.
Unrealized gains and losses resulting from transactions between the Group and an associate are recognized only to the extent of unrelated investors’ interests in the associate.
Adjustments are made to associates’ financial statements to conform to the accounting polices applied by the Group.
When the Group’s share of losses in an associate equals or exceeds its interest in the associate, the recognition of further losses is discontinued. Additional losses are provided for, and a liability is recognized, only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate.
When an associate issues new shares and the Group does not subscribe to the new shares in proportion to its original ownership percentage, the Group’s interest in the associate’s net assets will be changed. The change in the equity interest is adjusted through the capital surplus and investment accounts. If the Group’ s capital surplus is insufficient to offset the adjustment to investment accounts, the difference is charged as a reduction of retained earnings. If the Group’s interest in an associate is reduced due to the additional subscription to the shares of associate by other investors, the proportionate amount of the gains or losses previously recognized in other comprehensive income in relation to that associate will be reclassified to profit or loss on the same basis as would be required if the associate had directly disposed of the related assets or liabilities.
(k) Joint arrangements
A joint venture is a joint arrangement whereby the Group has joint control of the arrangement (i.e. joint venturers) in which the Group has rights to the net assets of the arrangement, rather than rights to its assets and obligations for its liabilities. The Group recognizes its interest in a joint venture as an investment and accounts for that investment using the equity method in accordance with IAS 28 “Investments in Associates and Joint Ventures”, unless the Group qualifies for exemption from that Standard. Please refer to note 4(j) for the application of the equity method.
When assessing the classification of a joint arrangement, the Group considers the structure and legal form of the arrangement, the terms in the contractual arrangement, and other facts and circumstances. When the facts and circumstances change, the Group reevaluates whether the classification of the joint arrangement has changed.
(Continued)
- 164 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(l) Investment property
Investment property is property held either to earn rental income or for capital appreciation or for both. Investment property is measured at cost on initial recognition. Subsequent to initial recognition, investment property is measured at initial acquisition cost less accumulated depreciation and accumulated impairment losses. The methods for depreciating and determining the useful life and residual value of investment property are the same as those adopted for property, plant and equipment. Cost includes expenditure that is directly attributable to the acquisition of the investment property, bringing the investment property to the condition necessary for it to be available for use, and any borrowing cost that is eligible for capitalization.
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 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.
An investment property is reclassified to property, plant and equipment at its carrying amount when the purpose of the investment property has been changed from investment to owner-occupied.
-
(m) Property, plant and equipment
-
(i) Recognition and measurement
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 property, plant and equipment is recognized in profit or loss.
- (ii) Subsequent costs
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 assets less their residual values 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 is not depreciated. The estimated useful lives for property, plant and equipment are as follows: buildings: 5 to 56 years; machinery and equipment: 2 to 10 years; furniture and fixtures: 3 years; and other equipment: 3 to 10 years.
Depreciation methods, useful lives, and residual values are reviewed at each reporting date, with the effect of any changes in estimate accounted for on a prospective basis.
(Continued)
- 165 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
- (iv) Reclassification to investment property
A property is reclassified to investment property at its carrying amount when the purpose of the property changes from owner-occupied to investment.
(n) Leases
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 evaluated and 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:
-
- -
fixed payments, including in-substance fixed payments;
-
-variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date; -
-amounts expected to be payable under a residual value guarantee; and -
-payments for purchase or termination options that are reasonably certain to be exercised.
The lease liability is subsequently measured at amortized cost using the effective interest method. It is remeasured when:
-
- -
there is a change in future lease payments arising from the change in an index or rate; or
-
-there is a change in the Group’s estimate of the amount expected to be payable under a residual value guarantee; or
(Continued)
- 166 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
-
- -
there is a change of the Group’ s assessment on whether it will exercise an option to purchase the underlying asset; or
-
-there is a change in the lease term resulting from a change of the Group’s assessment on whether it will exercise an extension or termination option; or -
- -
there is any lease modification in lease subject, scope of the lease or other terms.
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 the difference in profit or loss for 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 properties, and lease liabilities as a separate line item respectively in the consolidated balance sheets.
The Group has elected not to recognize right-of-use assets and lease liabilities for leases that have a lease term of 12 months or less 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.
- (ii) 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 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.
For operating lease, the Group recognizes rental income on a straight-line basis over the lease term.
(Continued)
- 167 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(o) Intangible assets
- (i) Goodwill
Goodwill arising from the acquisition of subsidiaries is accounted for as intangible assets. Please refer to note 4(w) for the description of the measurement of goodwill at initial recognition. Goodwill is not amortized but is measured at cost, less accumulated impairment losses.
(ii) Other intangible assets
Other separately acquired intangible assets including acquired software, trademarks, customer relationships and patents are carried at cost or fair value at the acquisition date, less, accumulated amortization and accumulated impairment losses. Amortization is recognized in profit or loss using the straight-line method over the estimated useful lives: acquired software: 1 to 5 years; trademarks: 7 to 10 years; customer relationship: 5 to 13 years; patents: 5 to 10 years.
The residual value, amortization period, and amortization method are reviewed at least at each reporting date, with the effect of any changes in estimate accounted for on a prospective basis.
(p) Impairment of non-financial assets
The Group assesses at the end of each reporting date whether there is any indication that the carrying amounts of non-financial assets (other than inventories and deferred tax assets) may be impaired. If any such indication exists, then the asset’ s recoverable amount is estimated. Goodwill is tested annually or when there are indications of impairment.
For the purpose of 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 from other assets or groups of assets. Goodwill arising from a business combination is allocated to cash-generating units (“CGUs”) or groups of CGUs that are expected to benefit from the synergies of the combination.
The recoverable amount of an individual asset or CGU is the higher 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 non-financial assets, an impairment loss is reversed only to the extent that the asset’s carrying amount that would have been determined (net of depreciation or amortization) had no impairment loss been recognized for the assets in prior years.
(Continued)
- 168 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(q) Provisions
Provisions are recognized when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.
A provision for warranties is recognized when the underlying products or services are sold. This provision reflects the historical warranty claim rate and the weighting of all possible outcomes against their associated probabilities.
A provision for restructuring is recognized when the Group has approved a detailed and formal restructuring plan, and the restructuring has either commenced or been announced publicly. Provisions are not recognized for future operating losses.
A provision for onerous contracts is recognized when the expected benefits to be derived by the Group from a contract are lower than the unavoidable cost of meeting its obligations under the contract. The provision is measured at the present value of the lower of the expected cost of terminating the contract and the expected net cost of continuing with the contract. Before a provision is established, the Group recognizes any impairment loss on the assets associated with that contract.
(r) Revenue recognition
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 recognizes revenue when control of the goods has been transferred to the customer, being when the goods are delivered to the customer, and there is no unfulfilled obligation that could affect the customer’s acceptance of the goods. Delivery occurs when the goods have been shipped to the specific location, and either the customer has accepted the goods in accordance with the terms of sales, the risks of obsolescence and loss have been transferred to the customer, and the Group has objective evidence that all criteria for acceptance have been satisfied. Sales discount and rebates are recognized and estimated based on historical experience and each contractual term. Revenue is only recognized to the extent that it is highly probable that a significant reversal will not occur. A refund liability is recognized for expected sales discounts and rebate payables to customers in relation to sales made until the end of the reporting period. No element of financing is deemed present as the sales are made with a credit term ranging from 30 to 120 days, which is consistent with the market practice.
The Group’s obligation to provide a refund for faulty goods sold under the standard warranty terms is recognized as a provision for warranty; please refer to note 6(r).
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.
(Continued)
- 169 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(ii) Rendering of services
The Group’s revenue from providing medical services is recognized in the accounting period in which services are rendered.
- (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 the 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.
(s) Government grants
A government grant is recognized in profit or loss only when there is reasonable assurance that the Group will comply with the conditions associated with the grant and that the grant will be received.
A government grant is recognized in profit or loss in the period in which it becomes receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the Group without future related costs.
Loans from financial institutions with a guarantee from the government are recognized at fair value using the market interest rate. The difference between the fair value of the loan and the amount received is recorded as deferred income and recognized in non-operating income-other income on a systematic basis over the period of the loan.
(t) Employee benefits
(i) Defined contribution plans
Obligations for contributions to defined contribution pension plans are expensed during the year in which employees render services.
(ii) Defined benefit plans
The liability recognized in respect of defined benefit pension plans is the present value of the defined benefit obligation at the reporting date, less, the fair value of plan assets. The discount rate for calculating the present value of the defined benefit obligation refers to the interest rate of high-quality government bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating the term of the related pension obligation. The defined benefit obligation is calculated annually by qualified actuaries using the projected unit credit method.
When the benefits of a plan are improved, the expense related to the increased obligations resulting from the services rendered by employees in the past years are recognized in profit or loss immediately.
(Continued)
- 170 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
The remeasurements of the net defined benefit liability (asset) comprise 1) actuarial gains and losses; 2) return on plan assets, excluding amounts included in net interest on the net defined benefit liability (asset); and 3) any change in the effect of the asset ceiling, excluding amounts included in net interest on the net defined benefit liability (asset). The remeasurements of the net defined benefit liabilities (asset) are recognized in other comprehensive income and then transferred to other equity.
The Group recognizes gains or losses on the curtailment or settlement of a defined benefit plan when the curtailment or settlement occurs. The gain or loss on curtailment or settlement comprises any resulting change in the fair value of plan assets and any change in the present value of the defined benefit obligation.
(iii) Short-term employee benefits
Short-term employee benefit obligations are measured on an undiscounted basis and are expensed during the period in which employees render services. A liability is recognized for the amount expected to be paid under short-term cash bonus or profit-sharing plans if the Group has a present legal or constructive obligation to make such payments as a result of past service provided by the employees, and the obligation can be estimated reliably.
(u) 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, and 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 expected and actual outcomes.
The grant date of options for employees to subscribe new shares for a cash injection is the date when the Group informs the exercise price and the shares to which employees can subscribe.
(v) Income taxes
Income taxes comprise current taxes and deferred taxes. Current and deferred taxes are recognized in profit or loss unless they relate to business combinations or items recognized directly in equity or other comprehensive income.
The Group has determined that interest and penalties related to income taxes, including uncertain tax treatment, do not meet the definition of income taxes, and therefore accounted for them under IAS 37.
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.
(Continued)
- 171 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
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 income taxes are recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred taxes are not recognized for:
-
(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 1) affects neither accounting nor taxable profits (losses) and 2) 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 tax assets are recognized for unused tax losses, 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 reduced to the extent that it is no longer probable that the related tax benefit will be realized; such reductions are reversed when the probability of future taxable profits improves.
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, and reflect uncertainty related to income taxes, if any.
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)
- 172 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(w) Business combinations
The Group accounts for business combinations using the acquisition method. Goodwill is measured as the excess of the acquisition-date fair value of the consideration transferred (including any noncontrolling interest in the acquiree) over the net of the acquisition-date amounts of the identifiable assets acquired and liabilities assumed (generally at fair value). If the residual balance is negative, the Group shall re-assess whether it has correctly identified all of the assets acquired and liabilities assumed and recognize any additional assets or liabilities that are identified in that review, and shall recognize a gain on the bargain purchase thereafter.
Acquisition-related costs are expensed as incurred except for the costs related to issuance of debt or equity instruments.
Non-controlling interests in an acquire that are present ownership interests and entitle their holders to a proportionate share of the entity’s net assets in the event of liquidation are measured at either fair value or the present ownership instruments’ proportionate share in the recognized amounts of the acquiree’s net identifiable assets. All other non-controlling interest is measured at its acquisitiondate fair value or other measurement basis in accordance with Taiwan-IFRSs.
In a business combination achieved in stages, the Group shall re-measure its previously held equity interest in the acquiree at its acquisition-date fair value and recognize the resulting gain or loss in profit or loss. The amount previously recognized in other comprehensive income in relation to the changes in the value of the Group’s equity interest should be reclassified to profit or loss on the same basis as would be required if the Group had disposed directly of the previously held equity interest.
If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the provisional amounts for the items for which the accounting is incomplete are reported in the financial statements. During the measurement period, the provisional amounts recognized at the acquisition date are retrospectively adjusted to reflect new information obtained about facts and circumstances that existed as of the acquisition date. The measurement period shall not exceed one year from the acquisition date.
Contingent consideration as part of the consideration transferred is measured at the acquisition date fair value. Any fluctuation of the fair value during the measurement period after acquisition date is retrospectively adjusted to the acquisition cost and goodwill. The adjustments are to reflect new information obtained about facts and circumstances that existed as of the acquisition date. The measurement period shall not exceed one year from the acquisition date. For the fair value adjustments of the contingent consideration that occurred not during the measurement period, the accounting treatment will be based on the classification of contingent consideration. Contingent consideration classified as equity cannot be re-measured and has to be adjusted under owner's equity. Other contingent consideration should be subsequently measured at fair value at the end of each reporting period, and recognized in profit or loss.
(Continued)
- 173 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(x) Earnings per share (“EPS”)
The basic and diluted EPS attributable to stockholders of the Company are disclosed in the financial statements. Basic EPS is calculated by dividing net income attributable to stockholders of the Company by the weighted-average number of common shares outstanding during the year. In calculating diluted EPS, the net income attributable to stockholders of the Company and weightedaverage number of common shares outstanding during the year are adjusted for the effects of dilutive potential common shares. The Group’ s dilutive potential common shares are profit sharing for employees to be settled in the form of common stock.
(y) 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 on the allocation of resources to the segment and to assess its performance for which discrete financial information is available.
5. Critical accounting judgments and key sources of estimation uncertainty
The preparation of the consolidated financial statements in conformity with the Regulations and TaiwanIFRSs requires management to make 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 estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and the future periods affected.
Information about judgments made in applying the accounting policies that have significant effects on the amounts recognized in the consolidated financial statements is as follows:
-
(a) Judgment as to whether the Group has substantial control over its subsidiaries, please refer to note 4(c).
-
(b) Judgment as to whether the Group has substantial control over its investees.
The Group owns 25.91% of the voting rights and is the single largest shareholder of Darfon Electronics Corp (“DFN”). Although the remaining 74.09% of DFN’s shares are not concentrated within specific shareholders, the Group is unable to obtain a majority of the board seats or of the voting rights at DFN shareholders’ meeting. Therefore, it is determined that the Group has no control over DFN, but has significant influence over the associate. The equity-method was used to account for the investments in DFN.
The Group owns 28.54% of the voting rights and is the single largest shareholder of Norbel Baby Co., Ltd. (“Norbel”). Although the remaining 71.46% of Norbel’s shares are not concentrated within specific shareholders, the Group is unable to obtain a majority of the board seats or of the voting rights at Norbel shareholders’ meeting. Therefore, it is determined that the Group has no control over Norbel, but has significant influence over it. The equity-method was used to account for the investments in Norbel.
(Continued)
- 174 -
QISDA CORPORATION 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 within the next financial year is included as follows:
(i) Valuation of inventories
Inventories are measured at the lower of cost and net realizable value. Due to the rapid technological innovations and highly competitive environments in the electronic industry, the life cycle of certain products of the Group are short and their market prices fluctuate rapidly, which could possibly result in a price decline and obsolescence of inventory, wherein the inventory cost may exceed its net realizable value. The net realizable value of the inventory is mainly determined based on assumptions of future demand within a specific time horizon, which could result in significant adjustments.
(ii) Impairment of goodwill
The assessment of impairment of goodwill requires the Group to make subjective judgments to identify cash-generating units, allocate the goodwill to relevant cash-generating units, and estimate the recoverable amount of relevant cash-generating units. Any changes in these estimates based on changed economic conditions or business strategies could result in significant adjustments in future years.
6. Significant account disclosures
(a) Cash and cash equivalents
| Cash and cash equivalents | ||
|---|---|---|
| Cash on hand Demand deposits and checking accounts Time deposits with original maturities less than three months |
December 31, 2023 $ 119,693 21,456,940 3,896,266 $ 25,472,899 |
December 31, 2022 |
| 117,402 23,418,112 7,667,105 |
||
| 31,202,619 |
As of December 31, 2023, and 2022, the time deposits with original maturities more than three months amounted to $1,194,174 and $215,668, respectively, which were classified as other financial assets.
In accordance with comments on IFRSs updated by the Securities and Futures Bureau, FSC on January 5, 2024, the Group reclassified the balances of repatriated offshore funds of $517,984 and $668,202 on December 31 and January 1, 2022, respectively, from other financial assets - noncurrent to cash and cash equivalents. In addition, the decrease in other financial assets from investing activities in 2022 was reduced by $150,218.
(Continued)
- 175 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(b) Financial assets and liabilities at fair value through profit or loss
| Financial assets and liabilities at fair value through profit or loss | |||
|---|---|---|---|
| December 31, | December 31, | ||
| 2023 | 2022 | ||
Financial assets at fair value through profit or loss-current: |
|||
| Foreign currency forward contracts | $ | 75,803 | 44,152 |
| Foreign exchange swaps | 123,149 | 19,062 | |
| Listed stocks | 5,989 | 55,764 | |
| Privately held equity securities | 96,126 | - | |
| Open-end mutual funds | 24,485 | 26,071 | |
| $ | 325,552 | 145,049 | |
| December 31, | December 31, | ||
| 2023 | 2022 | ||
Financial assets at fair value through profit or loss-non-current: |
|||
| Privately held equity securities | $ | 751,178 | 510,844 |
| Call option of bonds payable | 55 | - | |
| Contingent consideration arising from business combinations | - | 5,533 | |
| $ | 751,233 | 516,377 | |
Financial liabilities at fair value through profit or loss-current: |
|||
| Foreign currency forward contracts | $ | (77,655) | (67,291) |
| Foreign exchange swaps | (1,719) | (29,691) | |
| $ | (79,374) | (96,982) | |
| December 31, | December 31, | ||
| 2023 | 2022 | ||
Financial liabilities at fair value through profit or loss-non-current: |
|||
| Contingent consideration arising from business combinations | $ | - | (63,144) |
The above contingent consideration arose from the acquisitions of EASCHK and Corex in the previous year. The discounted cash flow model is used to estimate the contingent consideration based on the future profitability of each subsidiary under the terms of the acquisition agreement.
Please refer to note 6(aa) for the amounts of gain (loss) recognized related to financial assets measured at fair value.
(Continued)
- 176 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
The Group entered into derivative contracts to manage foreign currency exchange risk resulting from its operating and financing activities. The derivative financial instruments did not conform to the criteria for hedge accounting. At each reporting date, the outstanding derivative contracts consisted of the following:
(i) Foreign currency forward contracts
| USD Buy / EUR Sell JPY Buy / USD Sell USD Buy / CAD Sell USD Buy / INR Sell NTD Buy / USD Sell NTD Buy / EUR Sell EUR Buy / GBP Sell EUR Buy / USD Sell USD Buy / BRL Sell USD Buy / EUR Sell USD Buy / MXN Sell USD Buy / CNY Sell CNY Buy / USD Sell SEK Buy / EUR Sell USD Buy / THB Sell USD Buy / NTD Sell USD Buy / GBP Sell USD Buy / ZAR Sell USD Buy / CNY Sell JPY Buy / USD Sell VND Buy / USD Sell |
December 31, 2023 |
|---|---|
Contract amount (in thousands) Maturity period EUR 30,019 2024/01~2024/03 USD 32,020 2024/01~2024/02 CAD 5,000 2024/01~2024/03 USD 24,000 2024/02~2024/03 USD 12,861 2024/01~2024/04 EUR 1,700 2024/03 GBP 2,000 2024/03 USD 1,322 2024/01 USD 16,000 2024/03 USD 310 2024/01 USD 4,000 2024/01~2024/02 USD 8,016 2024/01 USD 78,420 2024/01~2024/04 EUR 1,000 2024/03 USD 3,000 2024/03 USD 21,370 2024/01~2024/03 GBP 2,145 2024/01 USD 7,463 2024/01~2024/02 CNY 110,526 2024/01 JPY 1,100,000 2024/02~2024/03 VND 800 2024/01 |
(Continued)
- 177 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| USD Buy / EUR Sell JPY Buy / USD Sell USD Buy / CAD Sell NTD Buy / USD Sell NTD Buy / EUR Sell EUR Buy / GBP Sell EUR Buy / USD Sell USD Buy / BRL Sell USD Buy / EUR Sell USD Buy / MXN Sell USD Buy / CNY Sell CNY Buy / USD Sell MYR Buy / USD Sell SEK Buy / EUR Sell USD Buy / THB Sell USD Buy / NTD Sell USD Buy / GBP Sell USD Buy / ZAR Sell USD Buy / CNY Sell USD Buy / AUD Sell |
December 31, 2022 |
|---|---|
Contract amount (in thousands) Maturity period EUR 50,936 2023/01~2023/03 USD 18,916 2023/01~2023/02 CAD 7,000 2023/01~2023/03 USD 58,177 2023/01~2023/03 EUR 4,770 2023/01~2023/03 GBP 4,000 2023/02~2023/03 USD 6,176 2023/01~2023/02 USD 16,000 2023/03 USD 800 2023/01 USD 4,000 2023/02 USD 27,450 2023/01 USD 34,450 2023/01~2023/03 MYR 41,000 2023/01~2023/03 EUR 1,000 2023/03 USD 3,000 2023/03 USD 33,350 2023/01~2023/04 GBP 1,305 2023/01 USD 845 2023/01 CNY 140,134 2023/01 AUD 2,000 2023/01 |
(ii) Foreign exchange swaps
Swap in USD / Swap out AUD Swap in CNY / Swap out NTD Swap in NTD / Swap out ZAR Swap in NTD / Swap out CNY Swap in NTD / Swap out USD
| December 31, 2023 | December 31, 2023 | |
|---|---|---|
| Contract | amount | |
| (in thousands) | Maturity period | |
| AUD | 1,000 | 2024/03 |
| CNY | 10,000 | 2024/01 |
| ZAR | 53,000 | 2024/01 |
| CNY | 42,000 | 2024/01 |
| USD | 223,240 | 2024/01~2024/02 |
(Continued)
- 178 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| Swap in USD / Swap out CNY Swap in USD / Swap out AUD Swap in NTD / Swap out CNY Swap in NTD / Swap out USD |
December 31, 2022 |
|---|---|
Contract amount (in thousands) Maturity period USD 5,000 2023/01 AUD 3,000 2023/03 CNY 58,000 2023/01 USD 463,450 2023/01~2023/03 |
(c) Financial assets at fair value through other comprehensive income
| Equity investments at fair value through other comprehensive income: Domestic listed stocks Domestic emerging stocks Privately held equity securities Current Non-current |
December 31, 2023 $ 11,474,724 65,061 640,344 $ 12,180,129 $ 109,921 12,070,208 $ 12,180,129 |
December 31, 2022 |
|---|---|---|
| 9,622,987 54,887 653,364 |
||
| 10,331,238 | ||
| 100,146 10,231,092 |
||
| 10,331,238 |
The Group designated the equity investments shown above as financial assets at fair value through other comprehensive income because these investments are held for strategic purposes and not for trading.
For the years ended December 31, 2023 and 2022, the Group sold part of its equity investments at fair value through other comprehensive income for $303,198 and $113,342, respectively. The realized gains accumulated in other comprehensive income of $254,028 and $89,701, respectively, have been transferred from other equity to retained earnings.
- (d) Notes and accounts receivable
| Notes and accounts receivable Notes and accounts receivable from related parties Less: loss allowance |
December 31, 2023 $ 36,083,532 2,299,192 38,382,724 (340,567) $ 38,042,157 |
December 31, 2022 38,508,359 2,064,033 40,572,392 (422,466) 40,149,926 |
|---|---|---|
(Continued)
- 179 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
- (i) The Group applies the simplified approach to provide for its expected credit losses, i.e. the use of lifetime expected loss provision for all receivables (including receivables from related parties). Forward-looking information is taken into consideration as well. Analysis of expected credit losses on notes and accounts receivable (including receivables from related parties) was as follows:
| Current Past due 1-90 days Past due 91-180 days Past due over 181 days Current Past due 1-90 days Past due 91-180 days Past due over 181 days |
December 31, 2023 | December 31, 2023 | |
|---|---|---|---|
| Gross carrying amount Weighted- average loss rate $ 36,317,293 0.04% 1,556,286 4.09% 247,612 28.07% 261,533 73.17% $ 38,382,724 December 31, 2022 |
Loss allowance | ||
| 16,008 63,701 69,499 191,359 |
|||
| 340,567 | |||
| Weighted- average loss rate 0.04% 3.73% 36.46% 69.51% |
Loss allowance | ||
| 14,075 103,176 99,297 205,918 |
|||
| 422,466 |
- (ii) Movements of the loss allowance for notes and accounts receivable (including receivables from related parties) were as follows:
| Balance at January 1 Impairment losses (gains on reversal of impairment loss) Write-off Effect of exchange rate changes Acquisition through business combination Reclassified to assets held for sale Transferred to other receivables (Reversal of) accrual insurance claims for accounts receivable Balance at December 31 |
2023 $ 422,466 (32,708) (8,507) 2,689 2,447 - (367) (45,453) $ 340,567 |
2022 288,648 85,209 (12,432) 2,327 5,412 (10,307) - 63,609 422,466 |
|---|---|---|
(Continued)
- 180 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
- (iii) The Group entered into factoring contracts with financial institutions to sell its accounts receivable without recourse. According to these contracts, the Group is not responsible for any risk of uncollectible accounts receivable, but only for the loss due to commercial disputes. The Group derecognized the above accounts receivable because it has transferred substantially all of the risks and rewards of their ownership, and it does not have any continuing involvement in them. The receivables from the financial institutions were recognized as “other receivables” upon the derecognition of those accounts receivable. Details of these contracts at each reporting date were as follows:
| Dece | mber 31, 2023 | |||||
|---|---|---|---|---|---|---|
| Underwriting bank | Factored amount $ 306,666 247,778 12,736 196,667 35,190 $ 799,037 |
Unpaid advance amount - - - - - - |
Advance amount 276,000 223,000 - 177,000 29,027 705,027 |
Amount recognized in other receivables 30,666 24,778 12,736 19,667 6,163 94,010 |
Range of interest rates Colla Non Promissory not Promissory not Promissory not Non 1.90% ~6.25% |
teral |
| CTBC Bank Taipei Fubon Bank Mega International Commercial Bank KGI Commercial Bank Crefo Factoring Nord GmbH |
e - e 92,250 e 50,000 e 92,250 e - 234,500 |
| Dec | ember 31, 2022 | |||||
|---|---|---|---|---|---|---|
| Underwriting bank | Factored amount $ 361,931 921,910 218,941 522,613 225,506 30,471 57,962 $ 2,339,334 |
Unpaid advance amount - - - 9,401 - - - 9,401 |
Advance amount 325,738 921,910 197,047 460,950 202,956 24,270 52,166 2,185,037 |
Amount recognized in other receivables 36,193 - 21,894 61,663 22,550 6,201 5,796 154,297 |
Range of interest rates Colla Non Non Non Promissory not Non Non Promissory not 2.15% ~5.73% |
teral |
| CTBC Bank Taishin International Bank Taipei Fubon Bank Mega International Commercial Bank E.SUN Commercial Bank Crefo Factoring Nord GmbH KGI Commercial Bank |
e - e - e - e 230,000 e - e - e 921,900 |
|||||
| 1,151,900 |
Please refer to note 8 for a description of the Group’s notes and accounts receivable pledged as collateral to secure for the bank loans.
(e) Other receivables
| The factored accounts receivable, net of advance amount Receivables arising from disposal of subsidiaries (note 6(i)) Other receivables -othersLess: loss allowance Other receivables from related parties |
December 31, 2023 $ 94,010 - 958,088 1,052,098 (30,692) 1,021,406 300,403 $ 1,321,809 |
December 31, 2022 154,297 1,093,665 1,136,498 2,384,460 (30,674) 2,353,786 304,287 2,658,073 |
|---|---|---|
(Continued)
- 181 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
As of December 31, 2023 and 2022, except for other receivables whose loss allowances were fully provided, no loss allowance was provided for the remaining receivables after the management’ s assessment.
- (f) Inventories
| Raw materials Work in process Finished goods and merchandise Inventories in transit |
December 31, 2023 $ 10,171,060 2,715,490 19,978,798 5,065,793 $ 37,931,141 |
December 31, 2022 |
|---|---|---|
| 12,074,598 3,348,222 23,039,106 5,408,502 |
||
| 43,870,428 |
For the years ended December 31, 2023 and 2022, the cost of inventories sold amounted to $163,063,118 and $198,058,131, respectively, of which the write-downs of inventories to net realizable value amounted to $255,334, and $705,094, respectively.
-
(g) Non-current assets classified as held for sale
-
(i) Alpha disposed its entire ownership in D-Link Asia and Alpha DGF based on a resolution approved during its board meeting held on December 28, 2023, which was expected to be settled in June 2024 according to the stock transfer agreement. Thereafter, the assets and liabilities of D-Link Asia and Alpha DGF were reported in non-current assets or disposal groups classified as held for sale. The details of non-current assets held for sale and related liabilities amounting to $345,201 and $48,024, respectively, as of December 31, 2023, were as follows:
| Cash and cash equivalents Accounts receivable Other current assets Property, plant and equipment Right-of-use assets Intangible assets Other non-current assets Accrued expenses and other payables Deferred income tax liabilities |
December 31, 2023 $ 12,349 19,816 52,935 39,367 218,406 2,288 40 $ 345,201 $ 1,137 46,887 $ 48,024 |
|---|---|
No impairment loss was recognized as the Group assessed that the consideration exceeded the carrying amount of related net assets.
(Continued)
- 182 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
- (ii) On May 21, 2021, the Board of Directors of ACE approved a resolution to dispose its land and buildings located in Sanchong District of New Taipei City. Part of the abovementioned assets have been sold in January and June 2022, of which the consideration amounted to $46,401 and the carrying amount of property disposed amounted to $31,777, resulting in a disposal gain of $14,624.
In December 2021, the Board of Directors of Tianjin Ace Pillar Co., Ltd. approved a resolution to dispose the factory and land use rights located in China (Tianjin) Pilot Free Trade Zone, which was classified as non-current assets held for sale.
Under the impact of Covid-19 pandemic and the overall economic environment, the management of ACE and Tianjin Ace Pillar Co., Ltd. assessed that the abovementioned assets no longer meet the criteria of classification of assets as held for sale. Therefore, such assets were reclassified to property, plant and equipment and right-of-use assets at the end of 2022.
-
(iii) In May 2021, the Board of Directors of SGM approved a resolution to dispose its land, buildings and machinery located in Ruifang District of New Taipei City. The carrying amount of these assets amounting to $163,909 was reclassified as non-current assets held for sale. The abovementioned assets have been sold in the first quarter of 2022 for a consideration of $276,494, resulting in a disposal gain of $112,585.
-
(iv) In July 2021, the Board of Directors of BMS approved a resolution to dispose parts of the real estate and related assets located in Suzhou Industrial Park. The above properties were accounted for as right-of-use assets, buildings, machinery and deferred charges, with the carrying amount of $301,762. In March 2022, BMS entered into an asset sale agreement with the buyer, wherein the abovementioned assets were sold in the third quarter of 2022 for a total consideration of $1,079,231, resulting in a disposal gain of $780,563.
-
(h) Investments accounted for using the equity method
A summary of the Group’s investments accounted for using the equity method at the reporting date were as follows:
| were as follows: | ||
|---|---|---|
| Associates Joint ventures |
December 31, 2023 $ 8,313,613 - $ 8,313,613 |
December 31, 2022 |
| 5,444,855 34,293 |
||
| 5,479,148 |
(Continued)
- 183 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(i) Investments in associates
| Name of Associates Darfon Electronics Corp. (“DFN”) Norbel Baby Co., Ltd. (“Norbel”) Jiangsu Yudi Optical Co., Ltd. (“Yudi”) Guigang Donghui Medical Investment Co., Ltd. (Note) TCI GENE INC. (“TCI Gene”) Topview Optronics Corporation (“Topview”) Others |
Main Business | Location Taiwan Taiwan Mainland China Mainland China Taiwan Taiwan |
December 31, 2023 Percentage of voting rights Carrying amount % 25.91 3,161,489 % 28.54 1,710,470 % 20.01 452,462 % 14.13 364,384 % 23.43 700,351 % 29.93 875,376 - 1,049,081 $ 8,313,613 |
December 31, 2023 Percentage of voting rights Carrying amount % 25.91 3,161,489 % 28.54 1,710,470 % 20.01 452,462 % 14.13 364,384 % 23.43 700,351 % 29.93 875,376 - 1,049,081 $ 8,313,613 |
December 31, 2022 | December 31, 2022 |
|---|---|---|---|---|---|---|
| Percentage of voting rights |
Percentage of voting rights % 25.73 - % 20.01 % 14.13 % 23.43 Note 4(b) - |
Carrying amount |
||||
| Manufacture and sale of computer peripheral products, power devices, green energy products and passive components Retail and wholesale of maternity and infant products, medical care products, dietary supplement, and cosmetics Sales and manufacture of optical lens Medical services Genetic testing and wholesale of nutritional supplement Manufacture, sales and import and export of video surveillance cameras |
% 25.91 % 28.54 % 20.01 % 14.13 % 23.43 % 29.93 - |
2,716,577 - 488,460 438,846 720,341 - 1,080,631 |
||||
| 5,444,855 |
Note: The Group acquired 14.13% equity ownership of Guigang Donghui Medical Investment Co., Ltd., and was elected as one of the five directors. As the Group has significant influence over Guigang Donghui Medical Investment Co., Ltd., the equity-method was used to account for the investment.
In the second quarter of 2023, the Group acquired 28.54% equity ownership of Norbel for a cash consideration of $1,800,000. The equity-method was used to account for the investments as the Group has significant influence over Norbel.
On June 30, 2023, the Group lost control over Topview, wherein the investment in Topview was reclassified as investments accounted for using the equity method. Please refer to note 4(b) and 6(i).
BBM originally held 30% equity ownership of Nanjing Silvertown Health & Development Co., Ltd. (“ NSHD” ). On March 17, 2021, the Board of Directors of BBM approved a resolution to sell 15% ownership of NSHD, wherein BBM has entered into a share sale agreement for a total selling price of CNY 300,000 thousand. The Group still has significant influence over NSHD. As of December 31, 2022, 15% ownership of NSHD had been sold. For the year ended December 31, 2022, $66,713 (CNY 15,150 thousand) of considerations was received, resulting in a gain on disposal of investments of $56,242.
In the second quarter of 2022, the Company and its consolidated subsidiary, APV, jointly invested an amount of $734,676 in TCI GENE, to acquire 23.43% equity ownership of TCI GENE. The equity-method was used to account for the investments as the Group has significant influence over TCI GENE.
In the fourth quarter of 2022, the Company, APV and Enrich jointly acquired 17.38% equity ownership of Rapidtek Technologies Inc. (“Rapidtek”) for a cash consideration of $314,650 and was elected as the director of Rapidtek. As the Group has significant influence over Rapidtek, the equity-method was used to account for the investment.
(Continued)
- 184 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
In 2022, the Group assessed that the investment of the associate, The Linden Group Corp., has been impaired, and therefore recognized an impairment loss of $22,715 under other gains and losses, net.
The fair value of the investment in associates which are publicly traded was as follows:
| DFN | December 31, 2023 $ 3,903,538 |
December 31, 2022 |
|---|---|---|
| 2,722,394 |
The summarized financial information in respect of each of the Group’s material associate is set out below:
- 1) The summarized financial information of DFN:
| Current assets Non-current assets Current liabilities Non-current liabilities Equity Equity attributable to non-controlling interests of DFN Equity attributable to shareholders of DFN Net sales Net income Other comprehensive income Total comprehensive income Total comprehensive income attributable to non-controlling interests of DFN Total comprehensive income attributable to shareholders of DFN The Group’s share of equity of associates at January 1 Net income attributable to the Group Other comprehensive income attributable to the Group Capital surplus and other adjustments attributable to the Group Dividends received from associates The carrying amount of investments in the associates at December 31 |
December 31, 2023 December 31, 2022 $ 21,637,187 21,691,365 13,244,407 11,945,822 (14,592,995) (14,613,333) (4,519,500) (5,121,133) $ 15,769,099 13,902,721 $ 3,564,494 3,388,170 $ 12,204,605 10,514,551 2023 2022 $ 25,791,522 29,535,253 $ 1,897,101 1,453,820 945,051 385,471 $ 2,842,152 1,839,291 $ 289,781 310,216 $ 2,552,371 1,529,075 2023 2022 $ 2,716,577 2,533,438 415,306 310,737 228,781 94,210 16,889 (5,744) (216,064) (216,064) $ 3,161,489 2,716,577 |
December 31, 2023 December 31, 2022 $ 21,637,187 21,691,365 13,244,407 11,945,822 (14,592,995) (14,613,333) (4,519,500) (5,121,133) $ 15,769,099 13,902,721 $ 3,564,494 3,388,170 $ 12,204,605 10,514,551 2023 2022 $ 25,791,522 29,535,253 $ 1,897,101 1,453,820 945,051 385,471 $ 2,842,152 1,839,291 $ 289,781 310,216 $ 2,552,371 1,529,075 2023 2022 $ 2,716,577 2,533,438 415,306 310,737 228,781 94,210 16,889 (5,744) (216,064) (216,064) $ 3,161,489 2,716,577 |
|---|---|---|
| 21,691,365 11,945,822 (14,613,333) (5,121,133) |
||
| 13,902,721 | ||
| 3,388,170 | ||
| 10,514,551 | ||
| 2022 | ||
| 29,535,253 | ||
| 1,453,820 385,471 |
||
| 1,839,291 | ||
| 310,216 | ||
| 1,529,075 | ||
| 2022 2,533,438 310,737 94,210 (5,744) (216,064) |
||
| 2,716,577 |
(Continued)
- 185 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| 2) The summarized financial information of Norbel: Current assets Non-current assets Current liabilities Non-current liabilities Equity Net sales $ Net income $ Other comprehensive loss Total comprehensive income $ The Group’s share of equity of associates at April 26, 2023 $ Increase in investments Net income attributable to the Group Other comprehensive loss attributable to the Group Dividends received from associates The carrying amount of investments in the associates at December 31, 2023 $ |
December 31, 2023 $ 2,549,818 1,967,855 (716,744) (840,762) $ 2,960,167 From April 26, 2023 to December 31, 2023 2,361,669 114,962 (1,108) 113,854 From April 26, 2023 to December 31, 2023 - 1,800,000 10,786 (316) (100,000) 1,710,470 |
|---|---|
3) Aggregate financial information of associates that were not individually material to the Group was summarized as follows. The financial information was included in the Group’s consolidated financial statements.
| Group’s consolidated financial statements. | ||
|---|---|---|
| The aggregate carrying amount of associates that were not individually material to the Group |
December 31, 2023 $ 3,441,654 |
December 31, 2022 |
| 2,728,278 |
(Continued)
- 186 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| Attributable to the Group: Net income (loss) Other comprehensive loss Total comprehensive income (loss) |
2023 $ (26,644) (55,333) $ (81,977) |
2022 52,390 (38,905) |
|---|---|---|
| 13,485 |
(ii) Joint venture
Aggregate financial information of joint ventures that were not individually material to the Group was summarized as follows. The financial information was included in the Group’ s consolidated financial statement:
| The aggregate carrying amount of joint ventures that were not individually material to the Group Attributable to the Group: Net income Other comprehensive income Total comprehensive income |
December 31, 2023 $ - 2023 $ 5,549 1,772 $ 7,321 |
December 31, 2022 |
|---|---|---|
| 34,293 | ||
| 2022 | ||
| 3,438 465 |
||
| 3,903 |
In December 2023, the Group disposed its entire ownership of the joint venture for $48,275, resulting in a gain on disposal of $5,129. As of December 31, 2023, the outstanding receivables amounted to $46,914 were recorded as other receivables.
(i) Business combination
- (i) Acquisition of subsidiary by BMC WEB-PRO Corporation and its subsidiaries
1) Consideration transferred
On January 3, 2023 (the acquisition date), BMC obtained 51% ownership of WEB-PRO Corporation (“WPC”) from WPC’s shareholders for a consideration of $3,161,999 and obtained control over it. Thereafter, WPC has been included in the Group’s consolidated entities. WPC and its subsidiaries are engaged in the manufacture and trading of spunlace nonwoven and PE films. The acquisition of WPC and its subsidiaries enables the Group to accelerate its business deployment in the medical field, extend the core research & development and manufacturing technology for the related medical materials and acquire WPC’s current customer base and overseas operating sites.
(Continued)
- 187 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
- 2) Identifiable net assets acquired in a business combination and goodwill
On January 3, 2023 (the acquisition date), the fair value of identifiable assets acquired and liabilities assumed from the acquisition, as well as goodwill arising from the acquisition, were as follows:
| acquisition, were as follows: | ||||
|---|---|---|---|---|
| Consideration transferred (cash) | $ | 3,161,999 | ||
| Add: Non-controlling interests (measured at | 3,014,592 | |||
| non-controlling interest’s proportionate share of the | ||||
| fair value of WPC’s identifiable net assets) | ||||
| Less: Identifiable net assets acquired at fair value: | ||||
| Cash and cash equivalents | $ | 1,380,961 | ||
| Notes and accounts receivable, net | 268,543 | |||
| Other receivables | 6,926 | |||
| Inventories | 262,705 | |||
| Other current assets | 45,959 | |||
| Property, plant and equipment | 4,279,762 | |||
| Right-of-use assets | 329,406 | |||
Intangible assets-patents |
23,250 | |||
| Deferred income tax assets | 15,282 | |||
Other financial assets-non-current |
16,638 | |||
| Other non-current assets | 35,041 | |||
| Notes and accounts payable | (80,201) | |||
| Other payables | (183,262) | |||
Lease liabilities-current |
(4,112) | |||
| Other current liabilities | (2,584) | |||
| Deferred income tax liabilities | (234,453) | |||
Lease liabilities-non-current |
(7,042) | |||
| Other non-current liabilities | (590) | (6,152,229) | ||
| Goodwill | $ | 24,362 |
(Continued)
- 188 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
3) Intangible assets
- Intangible assets patents are amortized on a straight-line basis over the estimated future economic useful life of 5 years.
Goodwill arising from the acquisition of WPC is due to the value of assembled workforce, which does not qualify as an identifiable intangible asset. None of the goodwill recognized is expected to be deductible for income tax purposes.
4) Pro forma information
From the acquisition date to December 31, 2023, WPC had contributed the revenue of $2,282,648 and the net income of $206,733 to the Group.
-
- -
(ii) Acquisition of subsidiary by BMTC Concord Medical Co., Ltd.
1) Consideration transferred
On December 27, 2021, the Board of Directors of BMTC resolved to participate in the private offering of Concord Medical Co., Ltd. (“Concord”), whereby BMTC acquired 25% of Concord’ s ownership. In addition, on January 20, 2022, BMTC acquired additional 15% of Concord’ s ownership through public tender offer. As mentioned above, BMTC obtained 40% interests in Concord for $190,000 and became the single largest shareholder. Although BMTC owned less than half of the voting rights of Concord, the remaining ownership was not concentrated within specific shareholders and according to the degree of participation of the other shareholders in the previous shareholders’ meeting, the Group is able to obtain more than half of the voting rights at Concord’ s shareholders’ meeting and thus has control over Concord. Thereafter, Concord has been included in the Group’s consolidated entities.
Concord is engaged in the trading of medical products, leasing of medical equipment, and management consulting services. The acquisition of Concord enables the Group to expand the business in medical management and sales channels for medical consumables and equipment, optimize the existing services related to medical care, and enhance the diversification of medical services.
(Continued)
- 189 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
- 2) Identifiable net assets acquired in a business combination and gain on bargain purchase
On January 20, 2022 (the acquisition date), the fair value of identifiable assets acquired and liabilities assumed from the acquisition, as well as gain on bargain purchase arising from the acquisition, were as follows:
| Consideration transferred (cash) | $ | 190,000 | ||
|---|---|---|---|---|
| Add: Non-controlling interests (measured at | 406,633 | |||
| non-controlling interest’s proportionate share of the | ||||
| fair value of Concord’s identifiable net assets) | ||||
| Less: Identifiable net assets acquired at fair value: | ||||
| Cash and cash equivalents | $ | 206,843 | ||
| Notes and accounts receivable, net | 312,836 | |||
| Inventories | 13,363 | |||
| Other receivables | 12,474 | |||
Other financial assets-current |
2,777 | |||
| Prepayments and other current assets | 25,682 | |||
| Property, plant and equipment | 143,993 | |||
| Right-of-use assets | 5,841 | |||
| Investment property | 424,700 | |||
Intangible assets-computer software |
1,745 | |||
| Deferred income tax assets | 403 | |||
Other financial assets-non-current |
3,656 | |||
| Other non-current assets | 6,036 | |||
Contract liabilities-current |
(38) | |||
| Current tax liabilities | (5,964) | |||
| Notes and accounts payable | (257,718) | |||
| Other payables | (14,315) | |||
| Lease liabilities (including current and non-current) | (189,200) | |||
| Other current liabilities | (1,628) | |||
| Other non-current liabilities | (4,800) | |||
| Deferred income tax liabilities | (8,964) | 677,722 | ||
| Gain on bargain purchase | $ | (81,089) |
-
- -
(iii) Acquisition of subsidiary CKCARE Co., Ltd.
-
1) Consideration transferred
BenQ Healthcare Corporation (“BHS”) invested in CKCARE Co., Ltd. (“CKCARE”) for a cash consideration of $105,300 on January 3, 2022, resulting in BHS to obtain 60% ownership of CKCARE, based on a resolution approved during BHS’s board meeting held on November 24, 2021. As a result, CKCARE has been included in the Group’s consolidated entities since January 3, 2022 (the acquisition date). As a local chain pharmacy, CKCARE is engaged in the sales of over-the-counter medicines, infant formula, paper consumables and medical devices. The acquisition of CKCARE enables the Group to expand its business in sales channels for medical products, optimize the existing service related to medical care, and enhance the diversification of medical services.
(Continued)
- 190 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
- 2) Identifiable net assets acquired in a business combination and goodwill
On January 3, 2022 (the acquisition date), the fair value of identifiable assets acquired and liabilities assumed from the acquisition, as well as goodwill arising from the acquisition, were as follows:
| acquisition, were as follows: | ||||
|---|---|---|---|---|
| Consideration transferred (cash) | $ | 105,300 | ||
| Add: Non-controlling interests (measured at | 43,858 | |||
| non-controlling interest’s proportionate share of the | ||||
| fair value of CKCARE’s identifiable net assets) | ||||
| Less: Identifiable net assets acquired at fair value: | ||||
| Cash and cash equivalents | $ | 64,698 | ||
| Notes and accounts receivable | 1,474 | |||
| Other receivables | 18,340 | |||
| Inventories | 37,675 | |||
| Financial assets at fair value through other | ||||
| comprehensive income | 210 | |||
| Property, plant and equipment | 74,802 | |||
| Right-of-use assets | 16,510 | |||
Intangible assets-customer relationships |
9,648 | |||
Intangible assets-others |
20,637 | |||
Other financial assets-non-current |
746 | |||
| Short-term borrowings | (29,300) | |||
| Notes and accounts payable | (27,411) | |||
| Other payables | (49,817) | |||
| Lease liabilities (including current and non-current) | (16,533) | |||
| Other current liabilities | (6,021) | |||
| Deferred income tax liabilities | (6,013) | 109,645 | ||
| Goodwill | $ | 39,513 |
- 3) Intangible assets
- Intangible assets customer relationships are amortized on a straight-line basis over the estimated future economic useful life of 12 years.
Goodwill arising from the acquisition of CKCARE is due to the profitability in the retail pharmacy market which is not expected to be deductible for income tax purposes.
(Continued)
- 191 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
-
- -
(iv) Acquisition of subsidiary Standard Technology Corp. and its subsidiaries
-
1) Consideration transferred
On March 1, 2022 (the acquisition date), ACE invested in Standard Technology Corp. (“STC”) for a cash consideration of $187,000, wherein it obtained 60% ownership of STC and obtained control over it. Thereafter, STC and its subsidiaries have been included in the Group’s consolidated entities. STC and its subsidiaries are engaged in the trading of optoelectronics equipment and consumables of semiconductor segment and equipment repair services. The acquisition of STC enables the Group to optimize its business deployment in the semiconductor industry, expand its business capacity and provide customers with a full range of products and services.
- 2) Identifiable net assets acquired in a business combination and goodwill
On March 1, 2022 (the acquisition date), the fair value of identifiable assets acquired and liabilities assumed from the acquisition, as well as goodwill arising from the acquisition, were as follows:
| were as follows: | ||||
|---|---|---|---|---|
| Consideration transferred (cash) | $ | 187,000 | ||
| Add: Non-controlling interests (measured at | 79,375 | |||
| non-controlling interest’s proportionate share of the | ||||
| fair value of STC’s identifiable net assets | ||||
| Less: Identifiable net assets acquired at fair value: | ||||
| Cash and cash equivalents | $ | 164,493 | ||
| Notes and accounts receivable, net | 109,518 | |||
| Notes and accounts receivable from related parties | 15,335 | |||
| Other receivables | 1,012 | |||
| Inventories | 112,226 | |||
| Prepayments and other current assets | 5,738 | |||
| Financial assets at fair value through other | ||||
comprehensive income-non-current |
1,434 | |||
| Property, plant and equipment | 2,841 | |||
| Right-of-use assets | 5,521 | |||
Intangible assets-computer software |
1,039 | |||
Intangible assets-customer relationships |
92,585 | |||
| Deferred income tax assets | 2,235 | |||
| Other non-current assets | 237 | |||
Other financial assets-non-current |
21,589 | |||
| Short-term borrowings | (122,161) | |||
| Accounts payable | (65,200) | |||
| Other payables (including dividends payable) | (75,849) | |||
| Current income tax liabilities | (5,969) | |||
Contract liabilities-current |
(12,069) | |||
| Other current liabilities | (176) | |||
| Lease liabilities (including current and non-current) | (5,464) | |||
| Deferred income tax liabilities | (44,806) | |||
| Other non-current liabilities | (5,671) | 198,438 | ||
| Goodwill | $ | 67,937 |
(Continued)
- 192 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
The Group continuously reviews the fair value of the abovementioned items during the - measurement period. In the fourth quarter of 2022, intangible assets customer relationships, non-controlling interests and other net liabilities decreased by $18,509, $5,475 and $4,822, respectively, resulting in an increase of $8,212 in goodwill.
3) Intangible assets
- Intangible assets customer relationships are amortized on a straight-line basis over the estimated future economic useful life of 10.84 years.
Goodwill arising from the acquisition of STC is due to the profitability, the synergies of the business combination, future market development and value of assembled workforce. None of the goodwill recognized is expected to be deductible for income tax purposes.
-
- -
(v) Acquisition of subsidiary BlueWalker GmbH
1) Consideration transferred
On April 1, 2022 (the acquisition date), ACE invested in BlueWalker GmbH (“BWA”) for a cash consideration of $127,200 (EUR 4,000 thousand), wherein it obtained 100% ownership of BWA and obtained control over it. Thereafter, BWA has been included in the Group’ s consolidated entities. BWA is engaged in sales and service of energy management products. The acquisition of BWA enables the Group to enhance product diversification and expand sales regions, and to improve overall operating efficiency.
- 2) Identifiable net assets acquired in a business combination and goodwill
On April 1, 2022 (the acquisition date), the fair value of identifiable assets acquired and liabilities assumed from the acquisition, as well as goodwill arising from the acquisition, were as follows:
| were as follows: | ||||
|---|---|---|---|---|
| Consideration transferred (cash) | $ | 127,200 | ||
| Less: Identifiable net assets acquired at fair value: | ||||
| Cash and cash equivalents | $ | 34,958 | ||
| Notes and accounts receivable, net | 27,389 | |||
| Inventories | 72,990 | |||
| Prepayments and other current assets | 2,746 | |||
| Property, plant and equipment | 636 | |||
Intangible assets-computer software |
18 | |||
Intangible assets-customer relationships |
12,151 | |||
Intangible assets-trademarks |
12,822 | |||
| Deferred income tax assets | 1,273 | |||
| Accounts payable | (33,314) | |||
| Other payables | (14,545) | |||
| Current income tax liabilities | (1,036) | |||
Contract liabilities-current |
(624) | |||
| Other current liabilities | (311) | |||
| Current portion of long-term debt | (249) | |||
| Long-term debt | (601) | |||
| Deferred income tax liabilities | (4,994) | |||
| Other non-current liabilities | (805) | 108,504 | ||
| Goodwill | $ | 18,696 |
(Continued)
- 193 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
The Group continuously reviews the fair value of the abovementioned items during the - measurement period. In the fourth quarter of 2022, intangible assets customer relationships and deferred income tax liabilities decreased by $4,285 and $857, respectively, resulting in an increase of $3,428 in goodwill.
3) Intangible assets
- - Intangible assets customer relationships and intangible assets trademarks are amortized on a straight-line basis over the estimated future economic useful life of 9.75 years and 10 years, respectively.
Goodwill arising from the acquisition of BWA is due to the profitability, the synergies of the business combination, future market development and value of assembled workforce. None of the goodwill recognized is expected to be deductible for income tax purposes.
(vi) Changes in ownership interests in subsidiaries without losing control
In 2023, the Group acquired additional 24.74% ownership of BBHC from CDH Medical Services Limited for $6,285,683, including a cash consideration of $5,656,725 and an investment payable of $628,958, wherein the difference between the decrease in noncontrolling interests amounting to $1,553,082 and consideration paid amounting to $4,732,601 - was recognized as deductions to capital surplus difference between consideration and carrying amount arising from acquisition or disposal of shares of subsidiaries and retained earnings. In addition, the Group acquired additional ownership of Ginnet and GJB for a cash consideration of $5,403 and disposed parts of its ownership in Topview for $12,129, and IDT’s convertible corporate bonds converted into common stock. Please refer to note 4(b) for the related disclosures of changes in the percentage of ownership of subsidiaries resulting from the aforementioned equity transactions.
In 2022, the Group acquired additional ownership of BBHC, CENEFOM, AEG and ESM for total cash consideration of $61,860. Please refer to note 4(b) for the related disclosures of changes in the percentage of ownership of subsidiaries.
The following table summarizes the effect on the equity attributable to the shareholders of the Company arising from abovementioned changes in ownership interests in subsidiaries:
Capital surplus-changes in ownership interestsin subsidiaries Capital surplus -difference between consideration andcarrying amount arising from acquisition or disposal of shares of subsidiaries Retained earnings |
2023 $ 28,490 1 (4,690,491) $ (4,662,000) |
2022 (3,732) - (16,719) (20,451) |
|---|---|---|
(Continued)
- 194 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
-
(vii) Loss of control in subsidiary
-
1) Topview Optronics Corporation (“Topview”)
In June 2023, the Group disposed parts of its ownership in Topview and thereafter, three of its representative directors resigned, failing to own the majority of the board seats of Topview as of June 30, 2023, resulting in the Group to lose control over Topview and its subsidiaries, who were then excluded from the consolidated financial statements of the Group and were reclassified as investments accounted for using the equity method.
| Remaining interest remeasured at fair value and reclassified | $ | 977,456 | ||
|---|---|---|---|---|
| to investments accounted for using the equity method | ||||
| Add: Carrying amount of non-controlling interests | 938,783 | |||
| Accumulated translation differences reclassified from | ||||
| equity to profit or loss arising from loss of control over | ||||
| subsidiary | (122) | |||
| Less: Carrying amount of net assets of Topview | ||||
| Cash and cash equivalents | $ | 318,633 | ||
| Notes and accounts receivable, net | 433,506 | |||
| Inventories | 477,519 | |||
| Other current assets | 15,455 | |||
| Property, plant and equipment | 883,498 | |||
| Right-of-use assets | 8,685 | |||
| Investment property | 122,945 | |||
| Deferred income tax assets | 11,279 | |||
Other financial assets-non-current |
480 | |||
| Other non-current assets | 14,819 | |||
| Short-term borrowings | (115,000) | |||
| Financial assets at fair value through profit or loss | ||||
-current |
(2,752) | |||
Contract liabilities-current |
(53,205) | |||
| Notes and accounts payable | (177,137) | |||
| Other payables | (258,917) | |||
| Current income tax liabilities | (34,540) | |||
Provisions-current |
(5,172) | |||
Lease liabilities-current |
(3,271) | |||
| Other current liabilities | (2,229) | |||
| Long-term debt (including current portion) | (168,882) | |||
Provisions-non-current |
(10,733) | |||
| Deferred income tax liabilities | (1,510) | |||
Lease liabilities-non-current |
(5,472) | |||
| Other non-current liabilities | (20,243) | |||
| Non-controlling interests | (24,761) | 1,402,995 | ||
| Gain on disposal of subsidiary | $ | 513,122 |
(Continued)
- 195 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
- 2) Disposal of subsidiary BenQ (Hong Kong) Limited (“BQHK”)
BenQ disposed its entire ownership in BQHK for $12,382,991 based on a resolution approved during its board meeting held on April 1, 2022. All disposal related matters had been completed as of September 30, 2022, resulting in the Group to lose control over BQHK. A gain on disposal of $8,756,655 was recognized in 2022. As of December 31, 2022, the outstanding receivable of CNY 244,318, equivalent to NTD 1,093,665, was recorded as other receivables. As of December 31, 2023, the outstanding receivables were fully received. The Group finally received the actual net price of $12,628,623 for this share transaction, resulting in an additional gain on disposal of $243,940 being recognized in 2023. The details of consideration received and gain on disposal of subsidiaries were as follows:
a) Consideration received
| Total consideration received Expenditure associated with consideration received Net consideration received b) Identifiable net assets of BQHK Cash and cash equivalents Accounts receivable, net Other receivables Other current assets Property, plant and equipment Investment property Intangible assets Contract liabilities Other payables Other payables to related parties Current income tax liabilities Other current liabilities Other non-current liabilities |
December 31, 2023 (actual) December 31, 2022 (estimated) $ 12,628,623 12,382,991 (243,125) (241,433) $ 12,385,498 12,141,558 December 31, 2022 $ 861,614 3,396 1,742 60,459 3,585 2,535,158 78 (19,063) (147,187) (3,535) (5,329) (4) (146,545) $ 3,144,369 |
|---|---|
(Continued)
- 196 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
- c) Gain on disposal of subsidiary
| Gain on disposal of subsidiary | ||
|---|---|---|
| Net consideration received estimated in 2022 | $ | 12,141,558 |
| Adjustments in 2023 | 243,940 | |
| Net consideration received after adjustments | 12,385,498 | |
| Net assets of BQHK | (3,144,369) | |
| Accumulated translation differences reclassified from equity | ||
| to profit or loss arising from loss of control in subsidiary | (240,534) | |
| Gain on disposal of subsidiary | $ | 9,000,595 |
| Recognized in 2022 | $ | 8,756,655 |
| Recognized in 2023 | $ | 243,940 |
(viii) Subsidiaries that have material non-controlling interest:
Subsidiaries that have material non-controlling interest were as follows:
| Subsidiaries | Principal place of business/ Registration country Taiwan Taiwan Taiwan Taiwan |
The percentage of ownership and voting rights held by non-controlling interests |
|---|---|---|
| December 31, 2023 December 31, 2022 % 56.44 % 56.44 % 44.91 % 44.91 % 48.59 % 48.59 % 40.02 % 40.02 |
||
| BMC DFI MTG Alpha |
The summarized financial information of subsidiaries were as follows, the information was prepared in accordance with Taiwan-IFRSs. The fair value adjustments made during the acquisition as at the acquisition date were included in these information. Intra-group transactions were not eliminated in this information.
(Continued)
- 197 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
- 1) The summarized financial information of BMC:
| Current assets Non-current assets Current liabilities Non-current liabilities Net assets The carrying amount of non-controlling interests Net sales Net income Other comprehensive income (loss) Total comprehensive income Net income attributable to non-controlling interests Total comprehensive income attributable to non-controlling interests Cash flow from operating activities Cash flow from investing activities Cash flow from financing activities Effects of foreign exchange rate changes Net increase (decrease) in cash and cash equivalents Cash dividends paid to non-controlling interests |
December 31, 2023 $ 8,409,901 12,147,877 (6,513,991) (5,287,734) $ 8,756,053 $ 6,231,379 2023 $ 17,127,523 $ 503,791 (26,098) $ 477,693 $ 323,284 $ 307,574 2023 $ 1,094,187 (4,022,991) 2,887,565 7,795 $ (33,444) $ 704,971 |
December 31, 2022 6,856,955 6,847,613 (5,628,746) (1,825,177) 6,250,645 3,616,092 2022 15,540,456 1,284,741 34,474 1,319,215 720,373 739,831 2022 389,264 82,477 (102,983) 6,249 375,007 271,478 |
|---|---|---|
(Continued)
- 198 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
- 2) The summarized financial information of DFI:
| Current assets Non-current assets Current liabilities Non-current liabilities Net assets The carrying amount of non-controlling interests Net sales Net income Other comprehensive income Total comprehensive income Net income attributable to non-controlling interests Total comprehensive income attributable to non-controlling interests Cash flow from operating activities Cash flow from investing activities Cash flow from financing activities Effects of foreign exchange rate changes Net increase (decrease) in cash and cash equivalents Cash dividends paid to non-controlling interests |
December 31, 2023 $ 5,470,258 5,733,898 (2,909,498) (1,329,332) $ 6,965,326 $ 3,490,985 2023 $ 9,184,172 $ 203,742 49,514 $ 253,256 $ 84,943 $ 103,497 2023 $ 1,573,894 354,270 (2,151,150) 22,797 $ (200,189) $ 257,785 |
December 31, 2022 8,628,410 6,795,210 (5,190,715) (2,278,969) 7,953,936 4,332,070 2022 16,189,528 450,298 135,819 586,117 236,887 330,988 2022 622,021 (291,028) (332,808) 142,474 140,659 254,787 |
|---|---|---|
(Continued)
- 199 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
- 3) The summarized financial information of MTG:
| Current assets Non-current assets Current liabilities Non-current liabilities Net assets The carrying amount of non-controlling interests Net sales Net income Other comprehensive income Total comprehensive income Net income attributable to non-controlling interests Total comprehensive income attributable to non-controlling interests Cash flow from operating activities Cash flow from investing activities Cash flow from financing activities Effects of foreign exchange rate changes Net increase in cash and cash equivalents Cash dividends paid to non-controlling interests |
December 31, 2023 $ 8,948,416 3,893,708 (6,202,513) (593,054) $ 6,046,557 $ 3,295,156 2023 $ 19,813,720 $ 570,663 22,390 $ 593,053 $ 274,323 $ 296,790 2023 $ (47,019) (645,776) 777,220 (15,734) $ 68,691 $ 195,745 |
December 31, 2022 7,002,085 3,003,921 (4,264,270) (577,976) 5,163,760 2,518,491 2022 12,113,925 423,686 13,869 437,555 209,510 216,575 2022 495,612 (128,645) (265,305) 8,500 110,162 247,331 |
|---|---|---|
(Continued)
- 200 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
4) The summarized financial information of Alpha:
| Current assets Non-current assets Current liabilities Non-current liabilities Net assets The carrying amount of non-controlling interests Net sales Net income Other comprehensive income (loss) Total comprehensive income Net income attributable to non-controlling interests Total comprehensive income attributable to non-controlling interests Cash flow from operating activities Cash flow from investing activities Cash flow from financing activities Effects of foreign exchange rate changes Net decrease in cash and cash equivalents Cash dividends paid to non-controlling interests |
December 31, 2023 $ 16,467,901 10,426,703 (8,761,524) (1,942,885) $ 16,190,195 $ 7,834,894 2023 $ 28,272,191 $ 482,664 (30,139) $ 452,525 $ 248,099 $ 243,398 2023 $ 2,702,352 (664,116) (2,512,198) (409,647) $ (883,609) $ 662,727 |
December 31, 2022 20,242,744 10,182,529 (13,047,095) (851,131) 16,527,047 7,909,437 2022 33,634,197 1,000,968 366,793 1,367,761 545,005 749,617 2022 1,561,164 (1,045,667) (1,077,925) 148,662 (413,766) 362,439 |
|---|---|---|
(Continued)
- 201 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(j) Property, plant and equipment
| Land Cost: Balance at January 1, 2023 $ 6,738,269 Additions 152,115 Acquisition through business combination 2,655,099 Disposals - Derecognition of subsidiaries (628,146) Reclassification to non-current assets held for sale - Reclassification to investment property (91,754) Other reclassification and effect of exchange rate changes 27,780 Balance at December 31, 2023 $ 8,853,363 Balance at January 1, 2022 $ 6,412,430 Additions 228,330 Acquisition through business combination 64,368 Disposals (4,549) Other reclassification and effect of exchange rate changes 37,690 Balance at December 31, 2022 $ 6,738,269 Accumulated depreciation and impairment loss: Balance at January 1, 2023 $ - Depreciation - Acquisition through business combination - Disposals - Derecognition of subsidiaries - Reclassification to non-current assets held for sale - Reclassification to investment property - Other reclassification and effect of exchange rate changes - Balance at December 31, 2023 $ - Balance at January 1, 2022 $ - Depreciation - Impairment loss - Acquisition through business combination - Disposals - Other reclassification and effect of exchange rate changes - Balance at December 31, 2022 $ - Carrying amounts: Balance at December 31, 2023 $ 8,853,363 Balance at December 31, 2022 $ 6,738,269 |
Buildings 31,867,167 637,894 1,444,454 (15,913) (299,093) (711,150) (42,001) (71,644) 32,809,714 29,447,209 538,223 - (49,032) 1,930,767 31,867,167 14,386,484 1,248,382 369,842 (14,899) (87,821) (671,801) (17,233) (98,052) 15,114,902 12,860,657 1,110,373 - - (47,182) 462,636 14,386,484 17,694,812 17,480,683 |
Machinery 23,803,630 1,386,399 1,789,372 (1,164,512) (63,369) (413) 588 386,355 26,138,050 21,057,739 2,035,083 268,540 (1,077,686) 1,519,954 23,803,630 16,119,361 2,060,406 1,488,106 (1,035,598) (30,185) (395) - (56,845) 18,544,850 14,446,425 1,820,123 2,874 158,671 (914,829) 606,097 16,119,361 7,593,200 7,684,269 |
Other equipment 8,159,983 1,637,598 486,722 (459,103) (21,798) - - (695,194) 9,108,208 6,480,209 2,809,181 136,107 (360,453) (905,061) 8,159,983 4,412,676 550,607 237,937 (423,014) (10,902) - - (15,033) 4,752,271 3,972,167 524,078 3,448 88,072 (238,364) 63,275 4,412,676 4,355,937 3,747,307 |
Construction in progress and equipment to be inspected 856,183 1,082,769 - (21) - - (1,298) (45,566) 1,892,067 918,703 762,241 - - (824,761) 856,183 - - - - - - - - - - - - - - - - 1,892,067 856,183 |
Total 71,425,232 4,896,775 6,375,647 (1,639,549) (1,012,406) (711,563) (134,465) (398,269) 78,801,402 64,316,290 6,373,058 469,015 (1,491,720) 1,758,589 71,425,232 34,918,521 3,859,395 2,095,885 (1,473,511) (128,908) (672,196) (17,233) (169,930) 38,412,023 31,279,249 3,454,574 6,322 246,743 (1,200,375) 1,132,008 34,918,521 40,389,379 36,506,711 |
|---|---|---|---|---|---|
(Continued)
- 202 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
-
(i) The Group has obtained a parcel of land located at Yilan County for a period of time, at the amount of $104,324. Because of certain legal restrictions, this land was not registered under the name of the Group. In order to protect the Group’s rights to this land, the Group entered into an agreement with the registered owner. The contract specified that the Group retain all rights and obligations of the land.
-
(ii) Pledge as collateral
Please refer to note 8 for a description of the Group’s property, plant and equipment pledged as collateral for long-term debt.
(k) Right-of-use assets
| Cost: Balance at January 1, 2023 Additions Acquisition through business combination Derecognition of subsidiaries Reclassification to non-current assets held for sale Disposals Reclassification and effect of exchange rate changes Balance at December 31, 2023 Balance at January 1, 2022 Additions Acquisition through business combination Disposals Reclassification from investment property Reclassification and effect of exchange rate changes Balance at December 31, 2022 |
Land use rights $ 4,545,506 163,058 401,619 - (246,761) (11,433) (26,017) $ 4,825,972 $ 4,320,257 - - (9,109) 109,199 125,159 $ 4,545,506 |
Buildings 3,037,889 502,323 1,977 (9,668) - (262,176) (5,799) 3,264,546 2,686,407 867,795 31,823 (644,105) - 95,969 3,037,889 |
Transportation equipment 72,681 37,423 - (4,083) - (21,966) 1,581 85,636 62,981 22,629 1,658 (17,764) - 3,177 72,681 |
Total 7,656,076 702,804 403,596 (13,751) (246,761) (295,575) (30,235) 8,176,154 7,069,645 890,424 33,481 (670,978) 109,199 224,305 7,656,076 |
|---|---|---|---|---|
(Continued)
- 203 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| Land use rights Accumulated depreciation: Balance at January 1, 2023 $ 1,120,418 Depreciation 125,293 Acquisition through business combination 73,751 Derecognition of subsidiaries - Reclassification to non-current assets held for sale (28,355) Disposals (11,433) Reclassification and effect of exchange rate changes (10,775) Balance at December 31, 2023 $ 1,268,899 Balance at January 1, 2022 $ 964,483 Depreciation 107,082 Acquisition through business combination - Disposals - Reclassification from investment property 48,230 Reclassification and effect of exchange rate changes 623 Balance at December 31, 2022 $ 1,120,418 Carrying amounts: Balance at December 31, 2023 $ 3,557,073 Balance at December 31, 2022 $ 3,425,088 (l) Investment property Cost: Balance at January 1, 2023 Additions Reclassification from property, plant and equipment Disposals Derecognition of subsidiaries Other reclassification and effect of exchange rate changes Balance at December 31, 2023 |
Buildings 1,357,497 520,231 439 (3,975) - (242,164) 15,362 1,647,390 1,461,312 474,448 4,571 (612,567) - 29,733 1,357,497 1,617,156 1,680,392 Buildings |
|
|---|---|---|
(Continued)
- 204 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| Balance at January 1, 2022 Acquisition through business combination Additions Reclassification to non-current assets held for sale Reclassification to right-of-use assets Disposals Effect of exchange rate changes Balance at December 31, 2022 Accumulated depreciation: Balance at January 1, 2023 Depreciation Reclassification from property, plant and equipment Disposals Derecognition of subsidiaries Other reclassification and effect of exchange rate changes Balance at December 31, 2023 Balance at January 1, 2022 Depreciation Acquisition through business combination Reclassification to non-current assets held for sale Reclassification to right-of-use assets Disposals Effect of exchange rate changes Balance at December 31, 2022 Carrying amounts: Balance at December 31, 2023 Balance at December 31, 2022 Fair value: Balance at December 31, 2023 Balance at December 31, 2022 |
Buildings $ 4,111,134 304,901 8,628 (3,387,657) (109,199) (3,818) 99,655 $ 1,023,644 $ 475,400 69,122 17,233 (6,077) (18,576) (10,071) $ 527,031 $ 1,403,888 133,128 73,462 (1,070,036) (48,230) (3,818) (12,994) $ 475,400 $ 490,283 $ 548,244 |
Land use rights Total 939,878 5,051,012 193,261 498,162 - 8,628 (763,726) (4,151,383) - (109,199) - (3,818) 24,087 123,742 393,500 1,417,144 20,320 495,720 1,271 70,393 - 17,233 - (6,077) - (18,576) (612) (10,683) 20,979 548,010 238,839 1,642,727 13,348 146,476 - 73,462 (230,817) (1,300,853) - (48,230) - (3,818) (1,050) (14,044) 20,320 495,720 354,399 844,682 373,180 921,424 $ 1,160,348 $ 1,506,806 |
|---|---|---|
Investment property comprises a number of commercial properties, land use rights and factories that the Group leased to third parties under operating lease. The fair value of the investment property is determined by referring to the market price of similar real estate transaction in the same area by management or considering the discounted value of the cash flow that the Group expects to receive the sub-lease rent. The inputs, which are used in the fair value measurement, were classified to Level 3.
Please refer to note 8 for a description of the Group’s investment property pledged as collateral for bank loans.
(Continued)
- 205 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(m) Intangible assets
| Goodwill Costs: Balance at January 1, 2023 $ 5,906,162 Additions - Acquisition through business combination 24,362 Reclassification to non-current assets held for sale - Disposals - Derecognition of subsidiaries - Reclassification and effect of exchange rate changes 653 Balance at December 31, 2023 $ 5,931,177 Balance at January 1, 2022 $ 5,761,776 Additions - Acquisition through business combination 126,146 Adjustment of business combination during the measurement period 9,829 Disposals - Reclassification and effect of exchange rate changes 8,411 Balance at December 31, 2022 $ 5,906,162 Accumulated amortization and impairment loss: Balance at January 1, 2023 $ 10,377 Amortization - Disposals - Reclassification to non-current assets held for sale - Derecognition of subsidiaries - Reclassification and effect of exchange rate changes - Balance at December 31, 2023 $ 10,377 Balance at January 1, 2022 $ 10,144 Amortization - Disposals - Acquisition through business combination - Impairment loss - Reclassification and effect of exchange rate changes 233 Balance at December 31, 2022 $ 10,377 Carrying amounts: Balance at December 31, 2023 $ 5,920,800 Balance at December 31, 2022 $ 5,895,785 |
Computer software 1,815,191 213,852 - 1,016 (40,911) - (11,316) 1,977,832 1,502,377 336,225 6,369 - (80,887) 51,107 1,815,191 1,217,509 292,000 (40,911) (912) - (3,220) 1,464,466 1,010,415 275,561 (80,887) 3,567 - 8,853 1,217,509 513,366 597,682 |
Patents 923,558 - 23,250 - - - - 946,808 970,047 - - (123) - (46,366) 923,558 432,979 178,870 - - - (1) 611,848 297,103 175,279 - - 1,377 (40,780) 432,979 334,960 490,579 |
Trademarks 2,101,186 - - - - - 193 2,101,379 2,081,069 - 12,822 6,577 - 718 2,101,186 848,926 207,071 - - - 152 1,056,149 641,517 207,271 - - - 138 848,926 1,045,230 1,252,260 |
Customer relationships 2,333,158 - - - (5,944) - 1,953 2,329,167 2,233,900 - 114,384 (22,794) - 7,668 2,333,158 1,033,784 209,817 (5,944) - - 1,469 1,239,126 801,155 225,213 - - - 7,416 1,033,784 1,090,041 1,299,374 |
Others 1,313,651 73,747 - (9,713) (79,794) (13,734) 54,600 1,338,757 1,182,680 129,844 20,732 - (58,358) 38,753 1,313,651 621,675 206,344 (79,794) (5,497) (13,734) 1,307 730,301 432,728 221,596 (58,358) 95 - 25,614 621,675 608,456 691,976 |
Total 14,392,906 287,599 47,612 (8,697) (126,649) (13,734) 46,083 |
|---|---|---|---|---|---|---|
| 14,625,120 | ||||||
| 13,731,849 466,069 280,453 (6,511) (139,245) 60,291 |
||||||
| 14,392,906 | ||||||
| 4,165,250 1,094,102 (126,649) (6,409) (13,734) (293) |
||||||
| 5,112,267 | ||||||
| 3,193,062 1,104,920 (139,245) 3,662 1,377 1,474 |
||||||
| 4,165,250 | ||||||
| 9,512,853 | ||||||
| 10,227,656 |
(Continued)
- 206 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(i) Amortization
The amortization of intangible assets is included in the following line items of the statement of comprehensive income:
| Cost of sales Operating expenses |
2023 $ 132,998 961,104 $ 1,094,102 |
2022 |
|---|---|---|
| 114,207 990,713 |
||
| 1,104,920 |
(ii) Impairment test on goodwill
The carrying amounts of goodwill arising from business combinations and the respective CGUs to which the goodwill was allocated for impairment test purpose as of December 31, 2023 and 2022 were as follows:
| Alpha DFI PTT Other CGUs without significant goodwill |
December 31, 2023 $ 1,730,813 1,427,555 810,579 1,926,838 $ 5,895,785 |
December 31, 2022 |
|---|---|---|
| 1,730,813 1,427,555 810,579 1,926,838 |
||
| 5,895,785 |
Each CGU or group of CGUs to which the goodwill is allocated represents the lowest level within the group, at which the goodwill is monitored for internal management purpose. Based on the results of impairment tests conducted by the Group, no impairment loss was recognized as of December 31, 2023 and 2022. The recoverable amount of a CGU was determined based on the value in use, and the related key assumptions were as follows:
Alpha:Revenue growth rate Discount rates DFI :Revenue growth rate Discount rates PTT :Revenue growth rate Discount rates |
December 31, 2023 December 31, 2022 13%~15% 11% 18.44% 18.11% December 31, 2023 December 31, 2022 7%~17% 7%~15% 16.80% 14.00% December 31, 2023 December 31, 2022 6% 7%~13% 15.65% 16.20% |
|---|---|
(Continued)
- 207 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
- 1) The cash flow projections were based on future financial budgets, covering a period of 5 years, approved by management. Cash flows beyond that 5-year period have been extrapolated using 0% to 2.28% growth rate.
- 2) The estimation of discount rate is based on the weighted average cost of capital.
-
(n) Short-term borrowings and short-term notes and bills payable
-
(i) The details of short-term borrowings were as follows:
| Unsecured bank loans Secured bank loans Unused credit facilities Interest rate interval |
December 31, 2023 $ 29,807,428 112,211 $ 29,919,639 $ 87,575,817 0.48%~6.70% |
December 31, 2022 |
|---|---|---|
| 25,673,412 296,324 |
||
| 25,969,736 | ||
| 85,287,579 | ||
| 0.64%~5.99% |
- (ii) As of December 31, 2022, the short-term notes and bills payable were summarized as follows:
| As of December 31, 2022, the |
short-term notes an |
|---|---|
| Commercial papers payable Less:discount on short-term notes and bills payable |
|
| Guarantee or acceptance institution Contract term Dah Chung Bills Finance Corp. 2022/12~2023/02 |
There was no balance of short-term notes and bills payable as of December 31, 2023.
-
(iii) Please refer to note 8 for a description of the Group’s assets pledged as collateral to secure the bank loans.
-
(o) Long-term debt
| Unsecured bank loans Secured bank loans Less: current portion of long-term debt Long-term debt Unused credit facilities Interest rate interval Maturity year |
December 31, 2023 December 31, 2022 $ 29,126,667 31,338,053 2,214,258 2,384,230 (1,556,119) (1,635,671) $ 29,784,806 32,086,612 $ 35,648,273 23,778,303 1.3%~3.76% 1.1%~3.76% 2024~ 2040 2023~ 2040 |
|---|---|
(Continued)
- 208 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(i) Collateral for bank borrowings
Please refer to note 8 for a description of the Group’s assets pledged as collateral to secure the bank loans.
- (ii) Low interest rate loan from government assistance
In early 2020, the Group obtained the low interest rate loans from the bank in accordance with “Guidelines of Project Loans for Returning Overseas Taiwanese Businesses”. The preferential interest rate ranged from 1.25% to 1.60%. The difference between the related loan amount and the estimated fair value of the loan using the prevailing market interest rate ranged from 1.65% to 1.90% was recognized as deferred government grant. The deferred income was transferred to other income when the loan was paid off.
(iii) Compliance with loan agreement
According to the syndicated loan agreement signed between the Company and its subsidiary (QLLB), and the banks, the Company and QLLB have promised to maintain certain financial ratios based on the Group’ s semi-annual reviewed consolidated financial statements and annual audited consolidated financial statements. If the Group violates any of the related financial ratios, the Group should mend it in a specific period, and then the failure to maintain the required financial ratios during the amendment period would not be considered a default.
Furthermore, according to the syndicated loan agreement signed between BMC and the banks, BMC has promised to maintain certain financial ratios, including current ratio, debt ratio and minimum tangible net worth, based on BMC’ s annual audited consolidated financial statements. If BMC violates any of the related financial ratios, according to the syndicated loan agreement, BMC shall file an application for waiver and financial improvement plan to the managing bank. Failure to maintain the required financial ratios would not be considered a default unless a resolution is made by a majority of the banks to refuse to grant a waiver to BMC.
For the years ended December 31, 2023 and 2022, the Company’ s, QLLB’ s and BMC’ s financial ratios were in compliance with the syndicated loan agreement.
(p) Bonds payable
(i) The details of the Company’s secured corporate bonds were as follows:
| Total secured corporate bonds issued Less: unamortized bond issuance cost Bonds payable -non-current |
December 31, 2023 $ 3,000,000 (3,910) $ 2,996,090 |
December 31, 2022 3,000,000 (4,985) 2,995,015 |
|---|---|---|
On June 28, 2022, the Company issued $3,000,000 of secured corporate bonds at par value. The bonds have 5-year term and are repayable on maturity, with a fixed interest rate of 1.80% per annum, with simple interest and interest payable annually.
(Continued)
- 209 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(ii) The details of IDT’s unsecured convertible corporate bonds were as follows:
| Total convertible corporate bonds issued Unamortized bond discount Cumulative converted amount Repayment of bonds at maturity Bonds payable -non-current |
December 31, 2023 $ 600,000 (9,988) (325,400) - $ 264,612 |
December 31, 2022 600,000 - (227,700) (372,300) - |
|---|---|---|
In response to working capital needs, IDT’ s Board of Directors resolved to issue the 2nd domestic secured convertible bonds on October 24, 2022, with the approval of the Financial Supervisory Commission of the Republic of China on December 19, 2022. Starting January 11, 2023, IDT issued $600,000 of secured convertible bonds, with a 3-year term, without interest, upon maturity on January 11, 2026.
The related terms and conditions of the issuance of convertible bonds are as follows:
1) Redemption at maturity
Other than converting the bonds to IDT’ s ordinary shares or early redeeming or repurchasing the bonds from securities dealers to write off in accordance with Article 10 and 18 of the terms of issuance, respectively, IDT will repay the convertible bond in cash at par value after 10 trading days upon maturity.
2) Redemption at the option of IDT
-
a) If the closing price of IDT’s ordinary share exceeds 30% of the conversion price for 30 consecutive trading days from 3 months after the issuance of the bonds to 40th day before maturity, IDT shall redeem the outstanding bonds at par value.
-
b) If the balance of the outstanding bonds is less than $60,000 from 3 months after the issuance of the bonds to 40th day before maturity, IDT shall redeem the outstanding bonds at par value.
3) Conversion period
The bondholder may request the stock agency of IDT to convert the bond to ordinary shares from the 3 months after issuance to maturity date, except during the period in which the transfer is suspended by laws.
4) Conversion price and conversion options exercised
The conversion price was set at $ 60.7 (New Taiwan Dollars) at the time of IDT’s 2nd issuance of secured convertible bonds on January 11, 2023. Starting July 23, 2023, the conversion price had been adjusted to $56.7 (New Taiwan Dollars). As of December 31, 2023, the convertible bonds have been converted into 5,646 thousand shares of IDT’s common stock.
(Continued)
- 210 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
Morever, IDT’ s 1st issuance of unsecured convertible bonds on November 22, 2019 had reached the maturity on November 22, 2022. The conversion price was set at NTD 78.5 at the time of issuance, and had been adjusted to $61.2 (New Taiwan Dollars) starting July 4, 2022. As of December 31, 2022, the convertible bonds have been converted into 3,309 thousand shares of IDT’s common stock.
(q) Lease liabilities
The carrying amounts of lease liabilities were as follows:
| Current Non-current |
December 31, 2023 $ 564,317 $ 1,863,813 |
December 31, 2022 |
|---|---|---|
| 531,390 | ||
| 1,986,764 |
For the maturity analysis, please refer to note 6(ac) for the financial risk management.
The amounts recognized in profit or loss were as follows:
| Expenses relating to short-term leases Income from sub-leasing right-of-use assets Interest expense on lease liabilities |
2023 $ 153,563 $ 36,910 $ 55,219 |
2022 |
|---|---|---|
| 145,644 | ||
| 34,882 | ||
| 41,789 |
The amounts recognized in the statement of cash flows for the Group were as follows:
| Total cash outflow for leases | 2023 $ 996,136 |
2022 728,044 |
|---|---|---|
(i) Real estate leases
The Group leases buildings for its office, store and factory. The leases for land use rights, which are usually prepaid and run for a period of 50 years. The leases for buildings typically run for a period of 3 to 10 years. The Group has to negotiate the new lease term and recognize relevant right-of-use assets and lease liabilities when the lease expires. Some of the leases include an option to renew the lease for an additional period of the same duration after the end of the contract term.
(ii) Other leases
The Group leases transportation equipment, with lease terms of 1 to 5 years. In addition, the Group leases some plants, dormitory, and transportation equipment with contract terms within one year. These leases are short-term and the Group has elected to apply exemption and not to recognize right-of-use assets and lease liabilities.
(Continued)
- 211 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(r) Provisions
| Balance at January 1, 2023 Provisions made Amount utilized Effect of exchange rate changes Balance at December 31, 2023 Current Non-current Balance at January 1, 2022 Provisions made Amount utilized Amount reversed Effect of exchange rate changes Balance at December 31, 2022 Current Non-current |
Warranties $ 1,696,792 756,703 (760,256) 7,822 $ 1,701,061 $ 925,472 $ 775,589 $ 1,562,058 791,103 (674,786) (28,300) 46,717 $ 1,696,792 $ 933,244 $ 763,548 |
Restructuring - - - - - - - 216 - (216) - - - - - |
Onerous contracts 23,225 - (11,993) - 11,232 11,232 - - 26,314 (3,089) - - 23,225 23,225 - |
Litigation 89,501 46,870 - 1,679 138,050 138,050 - 87,559 1,843 (11,391) 3,434 8,056 89,501 89,501 - |
Total 1,809,518 803,573 (772,249) 9,501 1,850,343 1,074,754 775,589 1,649,833 819,260 (689,482) (24,866) 54,773 1,809,518 1,045,970 763,548 |
|---|---|---|---|---|---|
Warranty provision is estimated based on historical warranty data associated with similar products and services. The Group expects to settle most of the warranty liability within three years from the date of the sale of the product.
Litigation provision is recorded for pending litigation when it is determined that an unfavorable outcome is probable, and the amount of loss can be reasonably estimated.
A provision for onerous contracts is recognized when the expected benefits to be derived by the Group from a contract are lower than the unavoidable cost of meeting its obligations under the contract.
-
- -
(s) Operating lease the Group acts as a lessor
-
(i) The Group leased its property, plant and equipment and investment property under operating leases. Please refer to note 6(l). The future minimum lease payments under operating leases are as follows:
| Not later than 1 year Later than 1 year but not later than 5 years Later than 5 years |
December 31, 2023 $ 225,871 433,347 34,739 $ 693,957 |
December 31, 2022 |
|---|---|---|
| 222,081 554,903 44,505 |
||
| 821,489 |
(Continued)
- 212 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
In 2023 and 2022, the rental income from property, plant and equipment and investment property (classified under net sales) amounted to $131,241 and $249,413, respectively. Related operating expenses (classified under cost of sales and operating expense) were as follows:
| Arising from property, plant and equipment and investment property that generated rental income Arising from property, plant and equipment and investment property that did not generate rental income |
2023 $ 75,533 6,787 $ 82,320 |
2022 |
|---|---|---|
| 78,469 6,603 |
||
| 85,072 |
The Group also leased its land and buildings to others under operating leases. In 2023 and 2022, the resulting rental income from land and buildings amounted to $143,149 and $151,710, - respectively, and was recognized under non-operating income and loss other gains and losses, net.
(t) Employee benefits
(i) Defined benefit plans
The reconciliation between the present value of defined benefit obligations and the net defined benefit liabilities (assets) for defined benefit plans was as follows:
| Present value of defined benefit obligations Fair value of plan assets Net defined benefit liabilities (reported under other non-current liabilities) Present value of defined benefit obligations Fair value of plan assets Net defined benefit assets (reported under other non-current assets) |
December 31, 2023 $ 1,075,094 (650,537) $ 424,557 December 31, 2023 $ 226,048 (301,221) $ (75,173) |
December 31, 2022 1,200,648 (702,208) 498,440 December 31, 2022 230,032 (303,804) (73,772) |
|---|---|---|
The Company and its domestic subsidiaries make defined benefit plan contributions to the pension fund account at Bank of Taiwan that provides pension benefits for employees upon retirement. The plans (covered by the Labor Standards Law) entitle a retired employee to receive a payment based on years of service and average salary for the six months prior to the employee’s retirement.
(Continued)
- 213 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
- 1) Composition of plan assets
The pension fund (the “Fund”) contributed by the Company and its domestic subsidiaries is managed and administered by the Bureau of Labor Funds of the Ministry of Labor (the Bureau of Labor Funds). According to the Regulations for Revenues, Expenditures, Safeguard and Utilization of the Labor Retirement Fund, with regard to the utilization of the Fund, minimum earnings shall be no less than the earnings attainable from two-year time deposits with interest rates offered by local banks.
As of December 31, 2023 and 2022, the Group’s labor pension fund account balance at Bank of Taiwan amounted to $951,758 and $1,006,012, respectively. Please refer to the website of the Bureau of Labor Funds for information on the labor pension fund assets including the asset portfolio and yield of the fund.
-
2) Movements in present value of defined benefit obligations
-
3)
| Defined benefit obligations at January 1 Current service costs and interest expense Liabilities assumed in a business combination Derecognition of subsidiaries Gains on settlement Remeasurement on the net defined benefit liabilities (assets): -Actuarial gains arising from experienceadjustments -Actuarial losses (gains) arising from changesin financial assumptions Benefits paid by the plan and employer Defined benefit obligations at December 31 Movements of fair value of plan assets Fair value of plan assets at January 1 Interest income Assets acquired through business combination Derecognition of subsidiaries Remeasurement on the net defined benefit liabilities (assets) -Actuarial gainsContributions by the employer Benefits paid by the plan Gains on settlement Fair value of plan assets at December 31 |
2023 $ 1,430,680 22,669 - (33,901) - (16,070) 8,834 (111,070) $ 1,301,142 2023 $ 1,006,012 14,736 - (31,201) 6,054 64,777 (108,620) - $ 951,758 |
2022 1,655,990 16,319 29,692 - (26,814) (5,055) (140,326) (99,126) 1,430,680 2022 976,222 6,561 24,021 - 75,459 43,998 (96,117) (24,132) 1,006,012 |
|---|---|---|
(Continued)
- 214 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
- 4) Changes in the effect of the asset ceiling
In 2023 and 2022, there was no effect of the asset ceiling.
- 5) Expenses recognized in profit or loss
| Current service costs Net interest expense on the net defined benefit liabilities (assets) Gains on settlement Cost of sales Selling expenses Administrative expenses Research and development expenses Other income |
2023 $ 1,220 6,713 - $ 7,933 $ 2,285 305 948 4,395 - $ 7,933 |
2022 5,027 4,731 (2,682) 7,076 5,117 1,359 273 3,009 (2,682) 7,076 |
|---|---|---|
- 6) Actuarial assumptions
The principal assumptions of the actuarial valuation were as follows:
| Discount rate Future salary increases rate |
December 31, 2023 December 31, 2022 1.2%~2.6% 1.3%~2% 2%~3.25% 1.625%~4.00% |
|---|---|
The Group expects to make contribution of $41,279 to the defined benefit plans in the year following December 31, 2023.
The weighted average duration of the defined benefit plans is ranged from 5.96 years to 16.99 years.
- 7) Sensitivity analysis
The following table summarizes the impact of a change in the assumptions on the present value of the defined benefit obligation on December 31, 2023 and 2022.
| December 31, 2023 Discount rate Future salary change |
Increase (decrease) in present value of defined benefit obligations 0.25% Increase 0.25% Decrease (33,721) 34,900 34,164 (33,137) |
|---|---|
(Continued)
- 215 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| December 31, 2022 Discount rate Future salary change |
Increase (decrease) in present value of defined benefit obligations 0.25% Increase 0.25% Decrease (38,680) 39,914 45,110 (44,019) |
|---|---|
Each sensitivity analysis considers the change in one assumption at a time, leaving the other assumptions unchanged. This approach shows the isolated effect of changing one individual assumption but does not take into account that some assumptions are related. The method used to carry out the sensitivity analysis is the same as the calculation of the net defined benefit liabilities recognized in the balance sheets.
(ii) Defined contribution plans
The Company and its domestic subsidiaries contribute monthly an amount equal to 6% of each employee’s monthly wages to the employee’s individual pension fund account at the Bureau of Labor Insurance in accordance with the provisions of the Labor Pension Act. Foreign subsidiaries make contributions in compliance with their respective local regulations.
For the years ended December 31, 2023 and 2022, the Group recognized pension expenses of $1,219,257 and $1,157,131, respectively, in relation to the defined contribution plans.
(u) Income taxes
(i) The components of income tax expense were as follows:
| 2023 Current income tax expense $ 1,678,329 Deferred income tax (benefit) Origination and reversal of temporary differences (849,732) Changes in unrecognized deductible temporary differences 922,028 Changes in unrecognized tax losses 53,036 Deferred tax expense (benefit) 125,332 Income tax expense $ 1,803,661 |
2022 6,218,936 (525,416) (252,960) 103,672 (674,704) 5,544,232 |
|---|---|
The components of income tax expense recognized in other comprehensive income were as follows:
| ems that will not be reclassified subsequently to profit or loss: Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income |
2023 $ 14,293 |
2022 (61,906) |
|---|---|---|
Items that will not be reclassified subsequently to profit
(Continued)
- 216 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
Reconciliation of income tax expense and income before income tax for 2023 and 2022 was as follows:
| 2023 Income before income tax $ 6,319,740 Income tax using the Company’s statutory tax rate $ 1,263,948 Effect of different tax rates in foreign jurisdictions 164,341 Investment income recorded under equity method (95,268) Tax effect of expenses that are not deductible for tax purposes 96,744 Land value increment tax - Income tax relating to transfer of equity in a foreign country 8,411 Changes in unrecognized temporary differences 922,028 Changes in unrecognized tax losses 53,036 Surtax on undistributed earnings 32,294 Investment tax credits and tax incentives (81,200) Others (560,673) Income tax expense $ 1,803,661 |
2022 16,623,301 3,324,660 369,748 (73,313) 44,940 99,414 1,061,718 (252,960) 103,672 178,212 (60,127) 748,268 5,544,232 |
|---|---|
-
(ii) Deferred income tax assets and liabilities
-
1) Unrecognized deferred income tax assets and liabilities
As the Company is able to control the timing of the reversal of the temporary differences associated with investments in subsidiaries as of December 31, 2023 and 2022, and management considers that it is probable that the temporary differences will not reverse in the foreseeable future, such temporary differences are not recognized as deferred income tax liabilities. In addition, as the Company and certain subsidiaries determined that it is not probable that future taxable profits will be available against which the temporary differences and operating loss carryforwards can be utilized, these items were not recognized as deferred income tax assets.
Unrecognized deferred income tax assets:
| Aggregate amount of temporary differences related to investments in subsidiaries Deductible temporary differences Tax losses |
December 31, 2023 $ 1,268,550 2,159,863 547,995 $ 3,976,408 |
December 31, 2022 |
|---|---|---|
| 291,714 2,103,948 494,959 |
||
| 2,890,621 |
(Continued)
- 217 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
Unrecognized deferred income tax liabilities:
| Aggregate amount of temporary differences related to investments in subsidiaries |
December 31, 2023 $ 2,612,307 |
December 31, 2022 |
|---|---|---|
| 2,501,584 |
As of December 31, 2023, the unrecognized tax losses and the respective expiry years were as follows:
| Unrecognized tax losses $ 213,057 220,846 302,286 554,426 336,286 203,763 77,850 59,199 61,681 296,563 $ 2,325,957 |
Tax effects of tax losses Year of expiry 50,747 2024 60,027 2025 72,286 2026 134,163 2027 77,962 2028 45,837 2029 17,243 2030 12,327 2031 12,658 2032 64,745 2033 547,995 |
|---|---|
- 2) Recognized deferred income tax assets and liabilities
Changes in the amount of deferred income tax assets and liabilities for 2023 and 2022 were as follows:
Deferred income tax assets:
| Balance at January 1, 2023 In 2023 Provision for inventory obsolescence $ 347,417 Unrealized accrued expenses 350,675 Unrealized inter-company profits 178,662 Allowance for sales discounts 339,371 Depreciation adjustments for tax purposes 76,100 Warranty provision 92,048 Operating loss carryforwards 98,285 Others 602,964 $ 2,085,522 |
Recognized in profit or loss (22,941) 32,961 (27,483) (37,523) 4,487 29,528 148,089 (11,110) 116,008 |
Acquisition through business combination 4,637 - - - - - - 10,645 15,282 |
Derecognition of subsidiaries - - - - - - - (11,279) (11,279) |
Balance at December 31, 2023 |
|---|---|---|---|---|
| 329,113 383,636 151,179 301,848 80,587 121,576 246,374 591,220 |
||||
| 2,205,533 |
(Continued)
- 218 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| Balance at January 1, 2022 In 2022 Provision for inventory obsolescence $ 270,577 Unrealized accrued expenses 236,521 Unrealized inter-company profits 80,099 Allowance for sales discounts 364,626 Depreciation adjustments for tax purposes 87,699 Warranty provision 90,087 Operating loss carryforwards 111,036 Others 520,586 $ 1,761,231 |
Recognized in profit or loss 75,984 114,154 98,563 (25,255) (11,599) 1,961 (12,751) 79,323 320,380 |
Acquisition through business combination 856 - - - - - - 3,055 3,911 |
Derecognition of subsidiaries - - - - - - - - - |
Balance at December 31, 2022 |
|---|---|---|---|---|
| 347,417 350,675 178,662 339,371 76,100 92,048 98,285 602,964 |
||||
| 2,085,522 |
Deferred income tax liabilities:
| In 2023 Unrealized foreign exchange gains Intangible assets acquired through business combination Earnings from subsidiaries not distributed Others |
Balance at January 1, 2023 $ (6,795) (842,674) (1,032,420) (149,761) $ (2,031,650) |
Recognized in profit or loss (12,059) 300,327 (563,904) 34,296 (241,340) |
Assumed in business combination - (175,084) - (59,369) (234,453) |
Recognized in other comprehensive income or loss - - - (14,293) (14,293) |
Derecognition of subsidiaries - - - 1,510 1,510 |
Balance at December 31, 2023 |
|---|---|---|---|---|---|---|
| (18,854) (717,431) (1,596,324) (187,617) |
||||||
| (2,520,226) |
| In 2022 Unrealized foreign exchange gains Intangible assets acquired through business combination Earnings from subsidiaries not distributed Others |
Balance at January 1, 2022 $ (29,971) (947,015) (1,193,094) (213,023) $ (2,383,103) |
Recognized in profit or loss 23,176 141,264 160,674 29,210 354,324 |
Assumed in business combination - (36,923) - (27,854) (64,777) |
Recognized in other comprehensive income or loss - - - 61,906 61,906 |
Derecognition of subsidiaries - - - - - |
Balance at December 31, 2022 (6,795) (842,674) (1,032,420) (149,761) |
|---|---|---|---|---|---|---|
| (2,031,650) |
(iii) The Company’ s income tax returns for the years through 2021 have been assessed by the R.O.C. tax authorities.
(Continued)
- 219 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(iv) Global minimum top-up tax
The Group operates in some countries which have enacted new legislations to implement the global minimum top-up tax. However, since the newly enacted tax legislations are 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.
(v) Capital and other equity
(i) Common stock
As of December 31, 2023 and 2022, the Company’ s authorized shares of common stock consisted of 5,000,000 thousand shares, of which 1,966,782 thousand shares were issued and outstanding. The par value of the Company’s common stock is $10 (Dollars) per share.
As of December 31, 2023 and 2022, the Company had issued 285 thousand units of global depository receipts (GDRs). The GDRs were listed on the Luxemburg Stock Exchange, and each GDR represents five common shares.
(ii) Capital surplus
| Share of changes in equity of associates Changes in ownership interests in subsidiaries Proceeds from disposal of forfeited employee stock managed by an employee stock ownership trust Claim for the disgorgement right Difference between consideration and carrying amount arising from acquisition or disposal of shares of subsidiaries |
December 31, 2023 $ 161,235 1,815,016 7,648 75 1 $ 1,983,975 |
December 31, 2022 |
|---|---|---|
| 159,487 1,786,526 3,396 - - |
||
| 1,949,409 |
Pursuant to the Company Act, any realized capital surplus is initially used to cover an accumulated deficit, and the balance, if any, could be transferred to common stock as stock dividends based on the original shareholding ratio or distributed as cash dividends based on a resolution approved by the stockholders. Realized capital surplus includes the premium derived from the issuance of shares of stock in excess of par value and donations from stockholders received by the Company. In accordance with the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, distribution of stock dividends from capital surplus in any one year shall not exceed 10% of paid-in capital.
(Continued)
- 220 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(iii) Unappropriated earnings and dividend policy
The Company’s Articles of incorporation stipulate that at least 10% of annual earnings after deducting an accumulated deficit, if any, must be retained as a legal reserve until such retention equals the amount of paid-in capital. In addition, a special reserve should be set aside or reversed in accordance with applicable laws and regulations. The remaining balance of the annual net income, together with unappropriated earnings from previous years, if any, can be distributed as dividends after the earnings distribution plan proposed by the Board of Directors and approved during the stockholders’ meeting. The abovementioned distribution of earnings by way of cash dividends could be approved by the Company’s Board of Directors and then reported to the Company’s shareholders in its meeting.
The Company may distribute its legal reserve or capital surplus to shareholders by issuing new shares or by distributing cash, according to article 241 of the Company Act. The abovementioned distribution of earnings by way of cash dividends could be approved by the Company’s Board of Directors and then reported to the Company’s shareholders in its meeting.
As the Company is a technology- and capital-intensive enterprise in its growing phase, the Company has adopted a remaining earnings appropriation method as its dividend policy in order to meet long-term capital needs and cash requirements of stockholders, and thereby maintain continuous development and steady growth.
The Company’s requirements for future expansion and cash flow are the primary factors that the Company considers when appropriating its earnings. The distribution ratio for cash dividends shall not be less than 10% of the total distribution.
1) Legal reserve
If a company has no accumulated deficit, it may, pursuant to a resolution approved by the stockholders, distribute its legal reserve to shareholders by issuing new shares or by distributing cash for the portion in excess of 25% of the paid-in capital.
2) Special reserve
In accordance with the requirements issued by the FSC, a portion of earnings shall be allocated as special reserve during earnings distribution. The Company shall make allocation of special reserve for 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 the after-tax net profit in the period that are included in the undistributed current-period earnings and the undistributed prior-period earnings. A portion of the undistributed prior-period earnings shall be reclassified to special earnings reserve (which does not qualify for earnings distribution) to account for cumulative changes to the net reduction of other shareholders’ equity pertaining to prior periods. The amounts of subsequent reversals pertaining to the net reduction of other shareholders’ equity shall qualify for additional distributions.
(Continued)
- 221 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
3) Earnings distribution
The appropriations of cash dividends of 2022 and 2021 earnings were approved by the Company’ s Board of Directors on March 6, 2023 and March 17, 2022, respectively. Other appropriations of 2022 and 2021 earnings were approved by the shareholders during their meetings on May 29, 2023 and May 31, 2022, respectively. The resolved appropriations were as follows:
| Legal reserve Appropriation (reversal) of special reserve Dividends per share: Cash dividends |
2022 earnings Dividends per share (in dollars) Amount $ 832,491 $ 4,243,165 $ 2.00 3,933,564 |
2021 earnings Dividends per share (in dollars) Amount 798,486 (431,423) 2.50 4,916,955 |
|---|---|---|
| Dividends per share (in dollars) |
Dividends per share (in dollars) 2.50 |
|
| $ 2.00 |
On March 5, 2024, the appropriation of cash dividends of 2023 earnings was approved by the Company’s Board of Directors were as follows:
| Dividends per share: Cash dividends |
2023 earnings Dividends per share (in dollars) Amount $ 1.20 2,360,138 |
|---|---|
| Dividends per share (in dollars) $ 1.20 |
(iv) Other equity items (net after tax)
1) Foreign currency translation differences
| Balance at January 1 Foreign exchange differences arising from translation of foreign operations Shares of foreign currency translation differences of associates and joint ventures Disposal of subsidiaries Balance at December 31 |
2023 $ 875,030 (122,265) (76,241) 122 $ 676,646 |
2022 (1,723,237) 2,378,243 215,240 4,784 875,030 |
|---|---|---|
(Continued)
- 222 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| 2) | Unrealized gains (losses) on financial assets at fair value | Unrealized gains (losses) on financial assets at fair value | through other | comprehensive | |
|---|---|---|---|---|---|
| income | |||||
| 2023 | 2022 | ||||
| Balance at January 1 | $ | (5,663,889) | 1,378,567 | ||
| Unrealized gains (losses) from investments in | |||||
| equity instruments at fair value through | |||||
| other comprehensive income | 1,887,046 | (6,787,585) | |||
| Disposal of financial assets at fair value through | |||||
| other comprehensive income | (256,167) | (89,701) | |||
| Share of other comprehensive income (loss) | |||||
| of associates | 251,750 | (165,170) | |||
| Balance at December 31 | $ | (3,781,260) | (5,663,889) | ||
| 3) | Remeasurement of defined benefit plans | ||||
| 2023 | 2022 | ||||
| Balance at January 1 | $ | (287,528) | (488,552) | ||
| Remeasurement of the defined benefit plans | 4,993 | 195,324 | |||
| Shares of remeasurement of the defined benefit plans | |||||
| of associates accounted for using the equity method | (605) | 5,700 | |||
| Balance at December 31 | $ | (283,140) | (287,528) | ||
| (v) | Non-controlling interests (net after tax) | ||||
| 2023 | 2022 | ||||
| Balance at January 1 | $ | 27,211,117 | 24,706,340 | ||
| Equity attributable to non-controlling interests | |||||
| Net income | 1,540,346 | 2,827,139 | |||
| Acquisition or disposal of shares of subsidiaries | (1,588,467) | (45,141) | |||
| Stock option compensation cost of subsidiary | 1,273 | 3,370 | |||
| Changes in ownership interest in subsidiaries | (28,490) | 3,732 | |||
| Foreign currency translation differences | (23,149) | 380,516 | |||
Capital surplus-share of changes in equity of associates |
|||||
| and joint ventures | 5 | 118,683 | |||
| Remeasurement of the defined benefit plans | 8,297 | 25,516 | |||
| Unrealized gains (losses) from financial assets measured | |||||
| at fair value through other comprehensive income | 47,958 | (13,558) | |||
| Distribution of cash dividend by subsidiaries | (2,559,152) | (1,525,512) | |||
| Capital injection from non-controlling interests | 79,307 | 75,045 | |||
| Changes in non-controlling interests | 2,347,169 | 654,987 | |||
| Balance at December 31 | $ | 27,036,214 | 27,211,117 |
(Continued)
- 223 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(w) Share-based payment
- (i) The Group had the following employee stock option plans (“ESOPs”):
| Grant date Number of shares granted Contract term Qualified employees Vesting conditions |
Equity-settled BBHC BBHC ESOP ESOP 2019/7/31 2013/12/30 4,000,000 units, each unit eligible to subscribe for 1 common shares 1,000,000 units, each unit eligible to subscribe for 1 common share 5 years 10 years Eligible employees of BBHC Eligible employees of BBHC listing and 2 years of service subsequent to grant date 3~6 years of service subsequent to grant date |
|---|---|
- (ii) Movements in the number of options outstanding:
| BBHC’s ESOPs Outstanding, beginning of year (end of year) Exercisable, end of year |
2023 Weighted- average exercise price (in US dollars) Number of options (in thousands) 1 4,000 1 - |
2022 | 2022 |
|---|---|---|---|
| Weighted- average exercise price (in US dollars) 1 1 |
Weighted- average exercise price (in US dollars) 1 1 |
Number of options (in thousands) |
|
| 4,000 | |||
| - |
Information on outstanding ESOPs for each reporting date was as follows:
| BBHC (2019/7/31) BBHC (2013/12/30) |
December 31, 2023 Weighted- average remaining contractual years Weighted- average exercise price (in dollars) 0.75 1 (US dollar) 0 1 (US dollar) |
December 31, 2022 |
|---|---|---|
| Weighted- average remaining contractual years 0.75 0 |
Weighted- average remaining contractual years Weighted- average exercise price (in dollars) 1.75 1 (US dollar) 1 1 (US dollar) |
(iii) The compensation costs recognized for the ESOPs in 2023 and 2022 were $1,273 and $3,370, respectively.
(Continued)
- 224 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(x) Earnings per share (“EPS”)
- (i) Basic earnings per share
The basic earnings per share were calculated as the profit attributable to shareholders of the Company divided by the weighted-average number of common shares outstanding as follows:
| Profit attributable to shareholders of the Company Weighted-average number of common shares outstanding (in thousands) Basic earnings per share (in New Taiwan Dollars) (ii) Diluted earnings per share Profit attributable to shareholders of the Company Weighted-average number of common shares outstanding (in thousands) Effect of dilutive potential common shares (in thousands): Remuneration to employee Weighted-average number of common shares outstanding (including effect of dilutive potential common shares) (in thousands) Diluted earnings per share (in New Taiwan Dollars) |
2023 $ 2,975,733 1,966,782 $ 1.51 2023 $ 2,975,733 1,966,782 9,059 $ 1,975,841 $ 1.51 |
2022 |
|---|---|---|
| 8,251,930 | ||
| 1,966,782 | ||
| 4.20 | ||
| 2022 | ||
| 8,251,930 | ||
| 1,966,782 28,003 |
||
| 1,994,785 | ||
| 4.14 |
(y) Revenue from contracts with customers
- (i) Disaggregation of revenue
| Primary geographical markets: Asia Europe Americas Others Major products/services lines: Electronic products Medical services Others |
2023 | 2023 | ||||
|---|---|---|---|---|---|---|
| DMS $ 48,165,447 9,215,855 27,133,792 325,464 $ 84,840,558 $ 83,816,939 - 1,023,619 $ 84,840,558 |
Brand 40,558,051 8,747,260 11,969,698 416,180 61,691,189 59,862,199 - 1,828,990 61,691,189 |
Material 16,070,880 74,038 809,749 160,192 17,114,859 17,114,067 - 792 17,114,859 |
Networks 8,498,738 2,085,235 17,687,741 - 28,271,714 27,906,643 - 365,071 28,271,714 |
Medical 11,676,461 - - - 11,676,461 - 11,676,461 - 11,676,461 |
Total | |
| 124,969,577 20,122,388 57,600,980 901,836 |
||||||
| 203,594,781 | ||||||
| 188,699,848 11,676,461 3,218,472 |
||||||
| 203,594,781 |
(Continued)
- 225 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| DMS Primary geographical markets: Asia $ 64,014,117 Europe 12,000,973 Americas 39,765,983 Others 578,590 $ 116,359,663 Major products/services lines: Electronic products $ 114,662,569 Medical services - Others 1,697,094 $ 116,359,663 (ii) Contract balances Notes and accounts receivable (including related parties) Less: loss allowance Contract liabilities |
2022 | |||
|---|---|---|---|---|
| Brand Material 38,103,886 15,331,341 10,578,753 56,529 14,584,060 115,940 872,951 24,520 64,139,650 15,528,330 62,262,684 15,526,985 - - 1,876,966 1,345 64,139,650 15,528,330 December 31, 2023 $ 38,382,724 (340,567) $ 38,042,157 December 31, 2023 $ 3,035,848 |
||||
For details on notes and accounts receivable and related loss allowance, please refer to note 6(d).
The amounts of revenue recognized for the years ended December 31, 2023 and 2022 that were included in the contract liability balances at January 1, 2023 and 2022, were $1,816,947 and $2,037,883, respectively.
(z) Remuneration to employees and directors
The Company’s Article of Incorporation requires that earnings shall first to be offset against any deficit, then, a range from 5% to 20% will be distributed as remuneration to its employees and no more than 1% to its directors. Employees who are entitled to receive the abovementioned employee remuneration, in shares or cash, include the employees of the subsidiaries of the Company who meet certain specific requirement.
For the years ended December 31, 2023 and 2022, the Company estimated its remuneration to employees amounting to $245,716 and $681,239, respectively, and the remuneration to directors amounting to $6,800 and $18,672, respectively. The abovementioned estimated amounts are calculated based on the net profits before tax of each period (excluding the remuneration to employees and directors), multiplied by a certain percentage of the remuneration to employees and directors. The estimations are recognized as cost of sales or operating expenses. If the actual amounts differ from the estimated amounts, the differences shall be accounted as changes in accounting estimates and recognized as profit or loss in next year.
(Continued)
- 226 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
The estimated remuneration to employees and directors for 2023 and 2022 were the same as the amount approved by the Company’ s Board of Directors on March 5, 2024 and March 6, 2023, respectively, and were paid in cash. Related information is available on the Market Observation Post System website of the Taiwan Stock Exchange.
-
(aa) Non-operating income and loss
-
(i) Interest income
| Interest income from bank deposits (ii) Other income Government grants income Dividend income (iii) Other gains and losses, net Gains (losses) on disposal of property, plant and equipment Gains on disposal and liquidation of subsidiaries (note 6(i)) Gains (losses) on disposal of investments accounted for using the equity method (note 6(h)) Foreign currency exchange gains Losses on financial instruments at fair value through profit or loss Impairment loss on investments accounted for using the equity method (note 6(h)) Gains on disposal of non-current assets held for sale (note 6(g)) Rental income (notes 6(s)) Gains on bargain purchase (note 6(i)) Impairment loss on non-financial assets Others |
2023 $ 901,749 2023 $ 278,478 621,566 $ 900,044 2023 $ 11 745,466 (23,589) 93,506 (243,102) - - 143,149 - - 194,615 $ 910,056 |
2022 413,906 2022 190,204 905,068 1,095,272 2022 (5,434) 8,756,264 120,326 53,703 (126,709) (22,715) 907,772 151,710 81,089 (7,699) 183,693 10,092,000 |
|---|---|---|
(iv) Finance costs
| Finance costs | ||
|---|---|---|
| Interest expense of bank loans Interest expense on lease liabilities |
2023 $ 1,753,059 55,219 $ 1,808,278 |
2022 |
| 1,155,010 41,789 |
||
| 1,196,799 |
(Continued)
- 227 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
-
(ab) Financial instruments
-
(i) Categories of financial instruments
- 1) Financial assets
| Financial assets at fair value through profit or loss (including current and non-current) Financial assets at fair value through other comprehensive income (including current and non-current) Financial assets measured at amortized cost: Cash and cash equivalents Notes and accounts receivable and other receivables (including related parties) Other financial assets (including current and non-current) Subtotal Total 2) Financial liabilities Financial liabilities at fair value through profit or loss: Held-for-trading Contingent consideration arising from business combinations Subtotal Financial liabilities measured at amortized cost: Short-term borrowings Short-term notes and bills payable Notes and accounts payable and other payables (including related parties) Lease liabilities (including current portion and related parties) Long-term debt (including current portion) Bonds payable (including current portion) Other non-current liabilities -guarantee depositsSubtotal Total |
December 31, 2023 $ 1,076,785 12,180,129 25,472,899 39,363,966 2,027,353 66,864,218 $ 80,121,132 December 31, 2023 $ 79,374 - 79,374 29,919,639 - 43,697,502 2,428,130 31,340,925 3,260,702 98,741 110,745,639 $ 110,825,013 |
December 31, 2022 |
|---|---|---|
| 661,426 | ||
| 10,331,238 | ||
| 31,202,619 42,807,999 937,942 |
||
| 74,948,560 | ||
| 85,941,224 | ||
| December 31, 2022 |
||
| 96,982 63,144 |
||
| 160,126 | ||
| 25,969,736 199,619 44,292,786 2,518,154 33,722,283 2,995,015 111,665 |
||
| 109,809,258 | ||
| 109,969,384 |
(Continued)
- 228 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
-
- -
(ii) Fair value information financial instruments not measured at fair value
The Group considers that the carrying amounts of financial assets and financial liabilities measured at amortized cost approximate their fair values.
-
- -
(iii) Fair value information financial instruments measured at fair value
-
1) Fair value hierarchy
The financial department of the Group evaluates the fair value of financial instruments and utilizes the assistance from external experts or financial institutions for the evaluation of fair value when necessary, and regularly revises the inputs and makes essential adjustments on the fair value to confirm the evaluation results are reasonable.
The financial instruments at fair value through profit and loss and financial assets at fair value through other comprehensive income are measured at fair value on a recurring basis. The lease liabilities are not required to disclose the fair value. The table below analyzes financial instruments that are measured at fair value subsequent to initial recognition, grouped into Levels 1 to 3 based on the degree to which the fair value is observable. The different levels have been defined as follows:
-
a) Level 1: quoted prices (unadjusted) in active markets for identified assets or liabilities.
-
b) Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices).
-
c) Level 3: inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).
| Financial assets at fair value through profit and loss: Derivative instruments -foreigncurrency forward contracts Derivative instruments -foreignexchange swaps Open-end mutual funds Listed stocks Privately held equity securities Call option of bonds payable Subtotal Financial assets at fair value through other comprehensive income: Domestic listed stocks Domestic emerging stocks Privately held equity securities Subtotal Total |
December 31, 2023 | December 31, 2023 | ||
|---|---|---|---|---|
| Fair Value | ||||
| Level 1 $ - - 24,485 5,989 - - 30,474 11,474,724 - - 11,474,724 $11,505,198 |
Level 2 75,803 123,149 - - - - 198,952 - 65,061 - 65,061 264,013 |
Level 3 - - - - 847,304 55 847,359 - - 640,344 640,344 1,487,703 |
Total | |
| 75,803 123,149 24,485 5,989 847,304 55 |
||||
| 1,076,785 | ||||
| 11,474,724 65,061 640,344 |
||||
| 12,180,129 | ||||
| 13,256,914 |
(Continued)
- 229 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| Level 1 Financial liabilities at fair value through profit and loss: Derivative instruments -foreigncurrency forward contracts $ - Derivative instruments -foreignexchange swaps - Total $ - |
December 31, 2023 | December 31, 2023 | ||
|---|---|---|---|---|
| Fair Value | ||||
| Level 2 77,655 1,719 79,374 |
Level 3 - - - |
Total 77,655 1,719 |
||
| 79,374 |
| Level 1 Financial assets at fair value through profit and loss: Derivative instruments -foreigncurrency forward contracts $ - Derivative instruments -foreignexchange swaps - Open-end mutual funds 26,071 Listed stocks 55,764 Privately held equity securities - Contingent consideration arising from business combinations - Subtotal 81,835 Financial assets at fair value through other comprehensive income: Domestic listed stocks 9,622,987 Domestic emerging stocks - Privately held equity securities - Subtotal 9,622,987 Total $ 9,704,822 Financial liabilities at fair value through profit and loss: Derivative instruments -foreigncurrency forward contracts $ - Derivative instruments -foreignexchange swaps - Contingent consideration arising from business combinations - Total $ - |
December 31, 2022 | December 31, 2022 | ||
|---|---|---|---|---|
| Fair Value | ||||
| Level 2 44,152 19,062 - - - - 63,214 - 54,887 - 54,887 118,101 67,291 29,691 - 96,982 |
Level 3 - - - - 510,844 5,533 516,377 - - 653,364 653,364 1,169,741 - - 63,144 63,144 |
Total | ||
| 44,152 19,062 26,071 55,764 510,844 5,533 |
||||
| 661,426 | ||||
| 9,622,987 54,887 653,364 |
||||
| 10,331,238 | ||||
| 10,992,664 | ||||
| 67,291 29,691 63,144 |
||||
| 160,126 |
(Continued)
- 230 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
-
2) Valuation techniques and assumptions used in fair value measurement
-
a) Non-derivative financial instruments
The fair value of financial instruments traded in active liquid markets is determined with reference to quoted market prices.
For listed stock and open-end mutual funds with standard terms and conditions and traded in active markets. The fair value is based on quoted market prices.
Except for the abovementioned financial instruments traded in an active market, the fair value of other financial instruments are based on the valuation techniques or the quotation from counterparty. The fair value using valuation techniques refers to the current fair value of other financial instruments with similar conditions and characteristics, or using a discounted cash flow method, or other valuation techniques which include model calculating with observable market data at the reporting date.
For the Group’s financial instruments that are not traded in active markets, the fair values are determined as follows:
-
The fair value of the Group’s domestic emerging stocks is determined based on the average stock price on the emerging market at the reporting date.
-
Discounted cash flow model is used to estimate the fair value of contingent consideration arising from business combination. The contingent consideration is estimated based on the possibility of occurrence of amount to be paid and discounted to the present value.
-
The fair value of privately held equity securities is estimated by using the market approach and is determined by reference to valuations of similar companies, net worth and recent operating activities. The significant unobservable inputs are primarily the liquidity discounts. No quantitative information is disclosed due to that the possible changes in liquidity discounts would not cause significant potential financial impact.
-
b) Derivative financial instruments
The fair value of derivative financial instruments is determined using the valuation techniques generally accepted by market participants. The fair value of foreign currency forward contracts and foreign exchange swaps contracts is usually determined by the forward exchange rate. Call and put options are measured based on appropriate option pricing model.
(Continued)
- 231 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
- 3) Transfer between levels of the fair value hierarchy
There was no transfer among fair value hierarchies for the year ended December 31, 2023.
In 2022, the equity securities of Visco Vision Inc. (“Visco Vision”) classified in financial assets measured at fair value through other comprehensive income were transferred from Level 2 to Level 1 because Visco Vision became a listed company on Taipei Exchange starting from December 28, 2022.
- 4) Movement in financial assets included in Level 3 fair value hierarchy
Financial assets at fair value through profit or loss:
| Balance at January 1 Additions Recognized in changes in profit or loss Balance at December 31 |
2023 $ 516,377 173,557 157,425 $ 847,359 |
2022 |
|---|---|---|
| 354,333 130,856 31,188 |
||
| 516,377 |
Financial assets at fair value through other comprehensive income:
| Balance at January 1 Acquisition through business combination Additions Disposals Proceeds from capital reduction Recognized in other comprehensive income Balance at December 31 |
2023 $ 653,364 - 195,358 - (2,833) (205,545) $ 640,344 |
2022 288,852 1,644 398,309 (88) (11,042) (24,311) 653,364 |
|---|---|---|
Financial liabilities at fair value through profit or loss:
| Balance at January 1 Decrease in contingent consideration Recognized in changes in profit or loss Balance at December 31 |
2023 $ 63,144 - (63,144) $ - |
2022 103,222 (7,408) (32,670) 63,144 |
|---|---|---|
(Continued)
- 232 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
The above-mentioned total gains or losses were included in “other gains and losses, net” and “unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income”. The gains or losses attributable to the assets and liabilities held on December 31, 2023 and 2022 were as follows:
| 2023 | 2022 | ||
|---|---|---|---|
| Total gains or losses: | |||
| Recognized in profit or loss (included in other gains and | |||
| losses, net) | $ | 220,569 | 63,858 |
| Recognized in other comprehensive income (loss) | |||
| (included in “unrealized gains (losses) from | |||
| investments in equity instruments measured at fair | |||
| value through other comprehensive income”) | (205,545) | (24,311) |
- (ac) Financial risk management
The Group is exposed to credit risk, liquidity risk, and market risk (including currency risk, interest rate risk, and other market price risk). The Group has disclosed the information on exposure to the aforementioned risks and the Group’s policies and procedures to measure and manage those risks as well as the quantitative information below.
The Company’s Board of Directors is responsible for developing and monitoring the Group’s risk management policies. 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 adherence to the controls. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group’s operations.
The Group’s management monitors and reviews financial activities in accordance with procedures required by relevant regulations and internal controls. Internal auditors undertake both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the Company’s Board of Directors.
(i) Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty of a financial instrument fails to meet its contractual obligations, and arises principally from the Group’s cash and cash equivalents, derivative instruments, receivables from customers, and other receivables. The maximum exposure to credit risk is equal to the carrying amount of the Group’s financial assets.
The Group maintains cash and enters into derivative transactions with various reputable financial institutions; therefore, the exposure related to potential default by those counterparties is not considered significant.
The majority of the Group’ s customers are well-known international companies with high financial transparency in the electronics industry. In order to reduce credit risk of accounts receivable, the Group has established a credit policy under which each customer is analyzed individually for creditworthiness for the purpose of setting the credit limit. Additionally, the Group continuously evaluates the credit quality of customers and utilizes insurance to minimize the credit risk.
(Continued)
- 233 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(ii) Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in settling its financial liabilities by delivering cash or other financial assets. The Group manages liquidity risk by monitoring regularly the current and mid- to long-term cash demand, maintaining adequate cash and banking facilities, and ensuring compliance with the terms of the loan agreements. As of December 31, 2023 and 2022, the Group had unused credit facilities of $123,224,090 and $109,065,882, respectively.
The table below summarizes the maturity profile of the Group’s financial liabilities based on contractual undiscounted payments, including principal and interest.
| December 31, 2023 Non-derivative financial liabilities: Short-term borrowings with floating interest rates Lease liabilities Long-term debt with floating interest rates Bonds payable with fixed interest rates Notes and accounts payable Other payables Guarantee deposits Derivative financial instruments: Foreign currency forward contracts :Outflow Inflow Foreign exchange swaps :Outflow Inflow December 31, 2022 Non-derivative financial liabilities: Short-term borrowings with floating interest rates Financial liabilities at fair value through profit or loss -contingent considerationShort-term notes and bills payable Lease liabilities Long-term debt with floating interest rates Bonds payable with fixed interest rates Notes and accounts payable Other payables Guarantee deposits Derivative financial instruments: Foreign currency forward contracts :Outflow Inflow Foreign exchange swaps :Outflow Inflow |
Contractual cash flows $ 30,088,313 2,601,790 33,581,238 3,463,600 30,468,078 13,229,424 98,741 $ 113,531,184 $ 8,575,629 (8,573,777) 7,077,513 (7,198,943) $ (119,578) $ 26,291,618 91,660 200,000 2,779,305 34,383,805 3,243,000 29,037,962 15,254,824 111,665 $ 111,393,839 $ 9,428,340 (9,405,201) 14,724,170 (14,713,541) $ 33,768 |
Within 6 months 28,341,907 330,000 1,064,503 27,000 30,468,078 13,229,424 - 73,460,912 8,575,629 (8,573,777) 7,077,513 (7,198,943) (119,578) 24,554,192 - 200,000 302,400 917,924 27,000 29,037,962 15,254,824 - 70,294,302 9,428,340 (9,405,201) 14,724,170 (14,713,541) 33,768 |
6-12 months 1,746,406 312,206 1,121,627 27,000 - - - 3,207,239 - - - - - 1,737,426 - - 409,497 1,025,919 27,000 - - - 3,199,842 - - - - - |
1-2 years - 474,860 6,273,041 54,000 - - - 6,801,901 - - - - - - 16,593 - 402,629 15,282,175 54,000 - - - 15,755,397 - - - - - |
2-5 years - 993,242 23,949,724 3,355,600 - - 98,741 28,397,307 - - - - - - 75,067 - 1,258,091 16,543,798 3,135,000 - - 111,665 21,123,621 - - - - - |
More than 5 years - 491,482 1,172,343 - - - - |
|---|---|---|---|---|---|---|
| 1,663,825 | ||||||
| - - - - |
||||||
| - | ||||||
| - - - 406,688 613,989 - - - - |
||||||
| 1,020,677 | ||||||
| - - - - |
||||||
| - |
The Group does not expect that the cash flows included in the maturity analysis would occur significantly earlier or at significantly different amounts.
(Continued)
- 234 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(iii) 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 financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.
The Group utilizes derivative financial instruments to manage market risk and the volatility of profit or loss. All such transactions are carried out within the guidelines set by the Company’s Board of Directors.
1) Foreign currency risk
The Group utilizes foreign currency forward contracts and foreign exchange swaps to hedge its foreign currency exposure with respect to its sales and purchases. These financial instruments help to reduce, but do not eliminate, the impact of foreign currency exchange rate movements.
The maturity dates of derivative financial instruments the Group entered into were less than six months and did not conform to the criteria for hedge accounting.
The Group’s exposure to foreign currency risk arises from cash and cash equivalents, notes and accounts receivable (including related-party transactions), notes and accounts payable (including related-party transactions), other receivables (including related-party transactions), other payables (including related-party transactions), and loans and borrowings that are denominated in a currency other than the respective functional currencies of Group entities. At the reporting date, the carrying amounts of the Group’s significant monetary assets and liabilities denominated in a currency other than the respective functional currencies of Group entities and their respective sensitivity analysis were as follows (including the monetary items that have been eliminated in the accompanying consolidated financial statements):
December 31, 2023
| Foreign currency (in thousands) Financial assets Monetary items USD $ 1,613,382 EUR 28,414 CNY 2,230,074 JPY 2,621,014 Non-monetary items CNY 9,558 Financial liabilities Monetary items USD 1,533,736 EUR 7,420 CNY 2,292,438 JPY 9,636,556 |
Exchange rate 30.7500 34.0340 4.3364 0.2175 4.3364 30.7500 34.0340 4.3364 0.2175 |
NTD (in thousands) 49,611,497 967,042 9,670,493 570,071 41,447 47,162,382 252,532 9,940,928 2,095,951 |
Change in magnitude Pre-tax effect on profit or loss % 1 496,115 % 1 9,670 % 1 96,705 % 1 5,701 % 1 414 % 1 471,624 % 1 2,525 % 1 99,409 % 1 20,960 |
|---|---|---|---|
(Continued)
- 235 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| Financial assets Monetary items USD EUR CNY JPY Non-monetary item s CNY Financial liabilities Monetary items USD EUR CNY JPY |
December 31, 2022 | December 31, 2022 | December 31, 2022 | |
|---|---|---|---|---|
| Foreign currency (in thousands) $ 1,743,465 47,816 3,216,324 3,685,610 10,049 1,259,713 9,708 2,419,549 8,592,235 |
Exchange rate 30.7300 32.8200 4.4057 0.2330 4.4057 30.7300 32.8200 4.4057 0.2330 |
NTD (in thousands) 53,576,679 1,569,321 14,170,159 858,747 44,273 38,710,980 318,617 10,659,807 2,001,991 |
Change in magnitude Pre-tax effect on profit or loss % 1 535,767 % 1 15,693 % 1 141,702 % 1 8,587 % 1 443 % 1 387,110 % 1 3,186 % 1 106,598 % 1 20,020 |
|
As the Group deals in diverse foreign currencies, gains and losses on foreign exchange were summarized as a single amount. Please refer to note 6(aa) for the aggregate of realized and unrealized foreign exchange gain (loss) for the years ended December 31, 2023 and 2022.
2) Interest rate risk
The Group’s short-term borrowings and long-term debt carried floating interest rates. To manage the interest rate risk, the Group periodically assesses the interest rates of bank loans and maintains good relationships with financial institutions to obtain lower financing costs. The Group also strengthens the management of working capital to reduce the dependence on bank loans as well as the risk arising from fluctuation of interest rates.
The following sensitivity analysis is based on the risk exposure to floating-interest-rate liabilities on the reporting date. The sensitivity analysis assumes the liabilities recorded at the reporting date had been outstanding for the entire period.
If interest rates had been 100 basis points (1%) higher/lower, with all other variables held constant, pre-tax income for the years ended December 31, 2023 and 2022 would have been $612,606 and $596,920, respectively, lower/higher, which mainly resulted from the borrowings with floating interest rates.
3)
Other market price risk
The Group is exposed to the risk of price fluctuation in the securities market due to the equity investment. The Group supervises the equity price risk actively and manages the risk based on fair value. The Group also has strategic investments in privately held stocks, which the Group does not actively participate in trading.
(Continued)
- 236 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
The investment target of open-end mutual funds held by the Group are mostly monetary funds or bond funds (accounted for as financial assets at fair value through profit or loss - current). The Group anticipates that there is no significant market risk related to the funds.
Assuming a hypothetical increase or decrease of 5% in equity prices of the equity investments (accounted for as financial assets at fair value through profit or loss) at each reporting date, the profit before tax for the years ended December 31, 2023 and 2022, would have increased or decreased by $42,665 and $28,330, respectively.
Assuming a hypothetical increase or decrease of 5% in equity prices of the equity investments (accounted for as financial assets at fair value through other comprehensive income) at each reporting date, the other comprehensive income for the years ended December 31, 2023 and 2022, would have increased or decreased by $609,006 and $516,562, respectively.
(ad) Capital management
In consideration of the industry dynamics and future developments, as well as external environment factors, the Group maintains an optimal capital structure to enhance long-term shareholder value by managing its capital in a manner to ensure that it has sufficient and necessary financial resources to fund its working capital needs, capital expenditures, repayment of debts, dividend payments, and other business requirements for continuing operations and to reward shareholders and take into consideration the interests of other stakeholders. The Group monitors its capital through reviewing the liability-to-equity ratio periodically.
The Group’s liability-to-equity ratio at the end of each reporting period was as follows:
| Total liabilities Total equity Liability-to-equity ratio |
December 31, 2023 $ 124,330,065 $ 64,093,572 % 193.98 |
December 31, 2022 |
|---|---|---|
| 125,478,361 | ||
| 67,937,431 | ||
| % 184.70 |
(ae) Investing and financing activities not affecting current cash flow
-
(i) Please refer to note 6(k) for a description of acquisition of right-of-use assets under lease in 2023 and 2022.
-
(ii) Investing activities partially received and paid in cash were as follows:
Acquisition of subsidiaries:
| Net consideration paid for acquisition of subsidiaries Cash and cash equivalents of subsidiaries at the acquisition date Cash paid for acquisition of subsidiaries |
2023 $ 3,161,999 (1,380,961) $ 1,781,038 |
2022 609,500 (470,992 138,508 |
|---|---|---|
(Continued)
- 237 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| Disposal of subsidiaries: Net consideration received from disposal of subsidiaries Add: other receivables at January 1 Less: other receivables at December 31 Add: other payables at December 31 Decrease in cash for derecognition of subsidiaries Cash received from disposal of subsidiaries Disposal of non-current assets held for sale: Net consideration received from disposal of non-current assets held for sale Less: collection in advance at January 1 Cash received from disposal of non-current assets held for sale |
2023 $ 245,632 1,093,665 - - - $ 1,339,297 2023 $ - - $ - |
2022 12,141,558 - (1,093,665) 230,962 (861,614) 10,417,241 2022 |
|---|---|---|
| 1,402,126 (84,000) 1,318,126 |
(iii) Reconciliation of liabilities arising from financing activities was as follows:
| January 1, 2023 Short-term borrowings $ 25,969,736 Short-term notes and bills payable 199,619 Long-term debt (including current portion) 33,722,283 Bonds payable (including current portion) 2,995,015 Lease liabilities 2,518,154 Guarantee deposits 111,665 $ 65,516,472 |
Cash flows 4,097,297 (199,619) (2,189,846) 631,884 (787,354) (11,303) 1,541,059 |
Non-cash changes | Non-cash changes | Effect of foreign exchange rate and others December 31, 2023 (32,394) 29,919,639 - - (22,630) 31,340,925 (366,197) 3,260,702 (20,978) 2,428,130 - 98,741 (442,199) 67,048,137 |
Effect of foreign exchange rate and others December 31, 2023 (32,394) 29,919,639 - - (22,630) 31,340,925 (366,197) 3,260,702 (20,978) 2,428,130 - 98,741 (442,199) 67,048,137 |
|
|---|---|---|---|---|---|---|
| Acquisition through business combination - - - - 11,154 - 11,154 |
Derecognition of subsidiaries (115,000) - (168,882) - (8,743) (1,621) (294,246) |
Additions - - - - 715,897 - 715,897 |
||||
| 29,919,639 - 31,340,925 3,260,702 2,428,130 98,741 |
||||||
| 67,048,137 |
| January 1, 2022 Short-term borrowings $ 24,295,022 Short-term notes and bills payable - Long-term debt (including current portion) 27,417,210 Bonds payable (including current portion) 461,471 Lease liabilities 1,990,981 Guarantee deposits 279,354 $ 54,444,038 |
Cash flows 1,485,105 199,619 6,016,873 2,622,173 (540,611) (21,144) 9,762,015 |
Non-cash changes Acquisition through business combination Additions Effect of foreign exchange rate 151,461 - 38,148 - - - 850 - 287,350 - - (88,629) 211,197 890,424 (33,837) - - (146,545) 363,508 890,424 56,487 |
Non-cash changes Acquisition through business combination Additions Effect of foreign exchange rate 151,461 - 38,148 - - - 850 - 287,350 - - (88,629) 211,197 890,424 (33,837) - - (146,545) 363,508 890,424 56,487 |
December 31, 2022 |
|---|---|---|---|---|
| Acquisition through business combination 151,461 - 850 - 211,197 - 363,508 |
Additions - - - - 890,424 - 890,424 |
|||
| 25,969,736 199,619 33,722,283 2,995,015 2,518,154 111,665 |
||||
| 65,516,472 |
(Continued)
- 238 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
7. Related-party transactions
(a) Name and relationship with related parties
The followings are the entities that have had transactions with the Group during the periods covered in the consolidated financial statements.
Relationship with the Group
Name of related party
AU Optronics Corp. (“AU”)
AU accounted for its shareholder in the Company using the equity method.
Darfon Electronics Corp. (“DFN”) Visco Vision Inc. (“Visco Vision”) Topview Optronics Corporation (“Topview”)
The Group’s associates
The Group’s associates
Prior to June 30, 2023, Topview was a subsidiary of the Group. Starting June 30, 2023, Topview became an associate of the Group.
MLK Bioscience Co., Ltd. Q.S.Control Corp. TDX Medical Technology (Jiangsu) Co., Ltd. (“TDX”)
The Group’s associates The Group’s associates
TDX Medical Technology (Jiangsu) Co., Ltd. (“TDX”) Prior to December 21, 2023, TDX was a joint venture of the Group. Starting December 21, 2023, TDX was no longer a related party of the Group. Nanjing Silvertown Health & Development Co., Ltd. (“NSHD”) The Group’s associates Jiangsu Yudi Optical Co., Ltd. The Group’s associates DMC Components International, LLC. (“DMC”) The Group’s associates The Linden Group Corp. The Group’s associates Qubyx Limited The Group’s associates Grandsys Inc. (“Grandsys”) The Group’s associates Rapidtek Technologies Inc. (“Rapidtek”) The Group’s associates Norbel Baby Co., Ltd. (“Norbel”) The Group’s associates Darwin Precisions Corporation (“Darwin Precisions”) AU’s subsidiaries AUO (L) Corp. (“AUOLB”) AU’s subsidiaries AFPD Pte., Ltd. (“AUST”) AU’s subsidiaries AUO (Suzhou) Co., Ltd. (“AUOSZ”) AU’s subsidiaries AUO (Kunshan) Co., Ltd. (“AUOKS”) AU’s subsidiaries a.u. Vista Inc. (“AUVI”) AU’s subsidiaries AUO (Xiamen) Co., Ltd. (“AUOXM”) AU’s subsidiaries
(Continued)
- 239 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
Name of related party
Relationship with the Group
AUO Manufacturing (Shanghai) Co., Ltd. (“AUOSJ”) AU’s subsidiaries AUO (Slovakia) s.r.o. (“AUOSK”) AU’s subsidiaries AUO Care Information Tech. (Suzhou) Co., Ltd. (“ACTSZ”) AU’s subsidiaries BriView (Xiamen) Corp. (“BVXM”) AU’s subsidiaries Darwin Precisions (Xiamen) Corp. (“DPXM”) AU’s subsidiaries Darwin Precisions (Suzhou) Corp. (“DPSZ”) AU’s subsidiaries Fortech Electronics (Suzhou) Co., Ltd. (“FTWJ”) AU’s subsidiaries AUO MegaInsight (Xiamen) Co., Ltd. (“AMIXM”) AU’s subsidiaries Aedgetech Data Technologies (Suzhou) Co., Ltd. (“ATISZ”) AU’s subsidiaries AUO Envirotech (Suzhou) Co., Ltd. (“AETSZ”) AU’s subsidiaries AUO Display Plus Corporation AU’s subsidiaries AUO Digitech (Suzhou) Co., Ltd. (“ADTSZ”) AU’s subsidiaries AUO Crystal Corp. (“ACTW”) AU’s subsidiaries AUO Education Service Corp. AU’s subsidiaries Space Money Inc. AU’s subsidiaries Unictron Technologies Corporation DFN’s subsidiaries Darfon America Corp. (“DFA”) DFN’s subsidiaries Darfon Electronics Czech s.r.o (“DFC”) DFN’s subsidiaries Darfon Electronics (Suzhou) Co., Ltd. (“DFS”) DFN’s subsidiaries Huaian Darfon Electronics Co., Ltd. (“DFH”) DFN’s subsidiaries Darfon Electronics (Chongqing) Co., Ltd. (“DFQ”) DFN’s subsidiaries Darad Innovation Corporation DFN’s subsidiaries Darfon Energy Technology Corp. (“DET”) DFN’s subsidiaries Astro Tech Co., Ltd. DFN’s subsidiaries Visco Technology Sdn. Bhd. (“VVM”) Visco Vision’s subsidiaries Suzhou Trident Original Medical Technology (Jiangsu) Co., Ltd. Prior to December 21, 2023, (“Trident”) Trident was TDX’s subsidiaries. Starting December 21, 2023, Trident was no longer a related party of the Group. BenQ Foundation Substantive related party Suzhou BenQ Foundation Substantive related party
(Continued)
- 240 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(b) Significant related-party transactions
(i) Revenue
| Associates Joint ventures The entity who has significant influence over the Group: AU AUOSZ Other |
|
|---|---|
The sales prices for some of the abovementioned transactions were not comparable to the sales prices for third-party customers as the specifications of products were different. For the other transactions, there were no significant differences between the sales prices for related parties and those for third-party customers. The payment terms of 30~120 days showed no significant difference between related parties and third-party customers.
(ii) Purchases
| Associates Joint ventures The entity who has significant influence over the Group: AU Other |
2023 $ 625,901 48,998 4,910,962 107,220 5,018,182 $ 5,693,081 |
2022 |
|---|---|---|
| 616,015 | ||
| 57,518 | ||
| 6,653,609 198,247 |
||
| 6,851,856 | ||
| 7,525,389 |
There were no significant differences between the purchase prices for related parties and those for third-party vendors. The payment terms of 30~120 days showed no significant difference between related parties and third-party vendors.
- (iii) Equipment transactions
During the years ended December 31, 2023, the Group purchased machinery and other equipment from associates at a price of $2,579. As of December 31, 2023, the related payables have been fully paid.
(Continued)
- 241 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(iv) Lease
The Group leased factory and office from AU, and the rent is paid monthly with reference to the nearby office rental rates. Additions to right-of-use assets amounted to $9,901 and $474,749, respectively in 2023 and 2022. For the years ended December 31, 2023 and 2022, the related interest expenses on lease liabilities amounted to $8,135 and $983, respectively. As of December 31, 2023 and 2022, the balances of the lease liabilities amounted to $394,286, $481,380, respectively.
The Group leased its plant and office to associates. For the years ended December 31, 2023 and 2022, the rental income was as follows:
| and 2022, the rental income was as follows: | ||
|---|---|---|
| Associates | 2023 $ 15,280 |
2022 |
| 13,960 |
- (v) Donation
For the years ended December 31, 2023 and 2022, the Group made a donation to substantive related party, BenQ Foundation, amounting to $25,000 and $34,000, respectively.
(vi) Acquisition of additional ownership of subsidiaries
The Group’ s subsidiary, ACE, acquired 17% ownership of AEG from AU for a cash consideration of $5,440 on July 1, 2022. The related consideration has been fully paid for the year ended December 31, 2022.
(vii) Receivables from related parties
The receivables from related parties due to the abovementioned sales, disposal of assets due to business spin-off and payment made on behalf of associates were as follows:
| Account Accounts receivable from related parties Other receivables from related parties |
Related-party categories | December 31, 2023 $ 965,026 638,369 457,018 2,060,413 - 238,779 $ 2,299,192 $ 293,142 7,261 $ 300,403 |
December 31, 2022 |
|---|---|---|---|
| The entity who has significant influence over the Group: AU AUOSZ Other Joint ventures Associates Associates: NSHD Other |
908,213 564,726 332,500 |
||
| 1,805,439 | |||
| 29,309 | |||
| 229,285 | |||
| 2,064,033 | |||
| 296,945 7,342 |
|||
| 304,287 |
(Continued)
- 242 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(viii) Payables to related parties
The payables to related parties due to the abovementioned purchases and advance payments made by associates on behalf of the Group were as follows:
| Account Accounts payable to related parties Other payables to related parties |
Relatedparty categories The entity who has significant influence over the Group: AU Other Joint ventures Associates |
December 31, 2023 December 31, 2022 $ 407,551 551,906 10,491 21,865 418,042 573,771 - 1,500 158,997 172,229 $ 577,039 747,500 $ 26,117 24,835 |
December 31, 2023 December 31, 2022 $ 407,551 551,906 10,491 21,865 418,042 573,771 - 1,500 158,997 172,229 $ 577,039 747,500 $ 26,117 24,835 |
|---|---|---|---|
| 551,906 21,865 573,771 1,500 172,229 747,500 24,835 |
- (c) Compensation for key management personnel
| Short-term employee benefits Post-employment benefits |
2023 $ 332,176 1,080 $ 333,256 |
2022 |
|---|---|---|
| 372,161 1,152 |
||
| 373,313 |
8. Pledged assets
The carrying amounts of the assets pledged as collateral are detailed below:
| Pledged assets Other financial assets -current(time deposits) Other financial assets -non-currentLand and buildings Investment property Other equipment Notes and accounts receivable |
Pledged to secure Credit lines of bank loans and guarantee for tax clearance certificate and performance guarantee Guarantees for construction project, lawsuits, and land lease Credit lines of bank loans Credit lines of bank loans Credit lines of bank loans Credit lines of bank loans |
December 31, 2023 December 31, 2022 $ 67,899 79,407 395,303 270,416 3,481,740 4,606,192 243,092 400,822 1,827 199 80,903 11,802 $ 4,270,764 5,368,838 |
December 31, 2023 December 31, 2022 $ 67,899 79,407 395,303 270,416 3,481,740 4,606,192 243,092 400,822 1,827 199 80,903 11,802 $ 4,270,764 5,368,838 |
|---|---|---|---|
| 79,407 270,416 4,606,192 400,822 199 11,802 |
|||
| 5,368,838 |
(Continued)
- 243 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
9. Significant commitments and contingencies
- (a) Significant unrecognized commitments
| Significant unrecognized commitments | ||
|---|---|---|
| Unused letters of credit | December 31, 2023 $ 1,205,317 |
December 31, 2022 |
| 1,614,382 |
- (b) Significant contingent liabilities
In January 2012, some direct and indirect Canadian purchasers of optical disk drive products filed class actions against the Company and BQA, among other co-defendants. In the complaints, the plaintiffs claimed monetary damages from an alleged antitrust conspiracy. The Company has reached a settlement agreement with the plaintiff, and the settlement had been approved by the Court; therefore, the case was closed.
10. Significant loss from disaster: None.
11. Significant subsequent events: None.
12. Others
(a) Employee benefits, depreciation, and amortization categorized by function were as follows:
| 2023 | 2023 | 2023 | 2022 | 2022 | 2022 | |
|---|---|---|---|---|---|---|
| Cost of sales |
Operating expenses |
Total | Cost of sales |
Operating expenses |
Total | |
| Employee benefits: Salaries Insurance Pension Others Depreciation Amortization |
9,304,060 962,747 634,363 591,330 3,017,614 133,859 |
12,884,021 1,192,897 592,827 833,872 1,581,378 967,330 |
22,188,081 2,155,644 1,227,190 1,425,202 4,598,992 1,101,189 |
10,910,645 908,203 615,624 818,133 2,679,360 114,857 |
13,721,302 1,129,415 551,265 875,661 1,524,170 996,355 |
24,631,947 2,037,618 1,166,889 1,693,794 4,203,530 1,111,212 |
(Continued)
- 244 -
QISDA CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements
13. Additional disclosures
-
(a) Information on significant transactions:
-
(i) Financing provided to other parties: Table 1 (attached)
-
(ii) Guarantees and endorsements provided to other parties: Table 2 (attached)
-
(iii) Marketable securities held at the reporting date (excluding investments in subsidiaries, associates, and joint ventures): Table 3 (attached)
-
(iv) Marketable securities for which the accumulated purchase or sale amounts for the period exceed $300 million or 20% of the paid-in capital: Table 4 (attached)
-
(v) Acquisition of real estate which exceeds $300 million or 20% of the paid-in capital: Table 5 (attached)
-
(vi) Disposal of real estate which exceeds $300 million or 20% of the paid-in capital: None.
-
(vii) Total purchases from and sales to related parties which exceed $100 million or 20% of the paid-in capital: Table 6 (attached)
-
(viii) Receivables from related parties which exceed $100 million or 20% of the paid-in capital: Table 7 (attached)
-
(ix) Transactions about derivative instruments: Please refer to note 6(b)
-
(x) Business relationships and significant intercompany transactions: Table 8 (attached)
-
(b) Information on investees: Table 9 (attached)
-
(c) Information on investment in Mainland China: Table 10 (attached)
-
(d) Major shareholders:
| Shareholder’s Name | Shares | Percentage |
|---|---|---|
| AU Optronics Corp. | 335,230,510 | % 17.04 |
(Continued)
- 245 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
14. Segment information
- (a) General information
The Group had five reportable segments. These segments are the Group’s strategic divisions. The Group’ s strategic divisions provide different products and services, and are managed separately because they require different technology and marketing strategies. Operating results of the strategic divisions are quarterly reviewed by the Group’s chief operating decision maker. The five reportable segments are described as follows:
-
(i) DMS: Engaging in the design, research, manufacturing, and sale of electronic products
-
(ii) Brand: Engaging in the design, research, marketing and sale of brand-name products
-
(iii) Material: Engaging in the research, manufacturing, and sale of optoelectronics film
-
(iv) Medical: Offering medical services
-
(v) Networks: Engaging in the design, research, manufacturing, and sale of broadband products, wireless network products and computer network system equipment
-
(b) Reportable segments, profit or loss, segment assets, basis of measurement, and reconciliation
There was no material inconsistency between the accounting policies adopted for the operating segments and the accounting policies described in note 4. The Group uses operating profit as the measurement for segment profit and the basis of resource allocation and performance assessment.
The Group’s operating segment information and reconciliation are as follows:
| External revenue Intra-group revenue Total segment revenue Segment profit (loss) External revenue Intra-group revenue Total segment revenue Segment profit (loss) |
2023 | 2023 | ||||||
|---|---|---|---|---|---|---|---|---|
| DMS $ 84,840,558 7,853,838 $ 92,694,396 $ 409,416 |
Brand 61,691,189 462,926 62,154,115 2,158,410 |
Material 17,114,859 12,664 17,127,523 591,705 |
Medical Networks 11,676,461 28,271,714 7,713 476 11,684,174 28,272,190 1,088,215 632,773 2022 |
Others - - - (715) |
Eliminations - (8,337,617) (8,337,617) 131,368 |
Total | ||
| 203,594,781 - |
||||||||
| 203,594,781 | ||||||||
| 5,011,172 | ||||||||
| Brand 64,139,650 688,697 64,828,347 2,209,117 |
Material 15,528,330 12,135 15,540,465 696,807 |
Medical 10,175,456 10,941 10,186,397 569,620 |
Networks 33,634,197 - 33,634,197 1,518,034 |
Others - - - (570) |
Eliminations - (11,379,906) (11,379,906) 142,216 |
Total | ||
| 239,837,296 - |
||||||||
| 239,837,296 | ||||||||
| 5,852,357 |
(Continued)
- 246 -
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(c) Product information
Revenues from external customers are detailed below:
| Products and services Sales of electronic products Medical services Others |
2023 $ 188,699,848 11,676,461 3,218,472 $ 203,594,781 |
2022 |
|---|---|---|
| 225,724,748 10,175,456 3,937,092 |
||
| 239,837,296 |
(d) Geographic information
In presenting information on the basis of geography, segment revenue is based on the geographical location of customers, and segment assets are based on the geographical location of the assets.
Revenues from external customers are detailed below:
| Region Taiwan Americas Mainland China Japan Others |
2023 $ 46,770,824 53,836,131 42,357,167 12,132,833 48,497,826 $ 203,594,781 |
2022 |
|---|---|---|
| 47,809,518 70,163,035 43,497,254 14,488,290 63,879,199 |
||
| 239,837,296 |
Non-current assets:
| Region Taiwan Mainland China Others |
December 31, 2023 $ 31,981,560 14,346,720 9,940,559 $ 56,268,839 |
December 31, 2022 |
|---|---|---|
| 28,585,298 14,370,267 10,080,166 |
||
| 53,035,731 |
Non-current assets include property, plant and equipment, right-of-use assets, investment property, intangible assets, and other assets, but do not include financial instruments, deferred income tax assets, and pension fund assets.
(e) Major customer information
Sales to individual customers accounting for more than 10% of the consolidated revenues in 2023 and 2022 were as follows:
| and 2022 were as follows: |
||
|---|---|---|
| Customer A | 2023 $ 37,490,465 |
2022 |
| 52,964,826 |
- 247 -
QISDA CORPORATION AND SUBSIDIARIES
Financing provided to other parties For the year ended December 31, 2023
(Amounts in thousands of New Taiwan dollars and other currencies)
Table 1
| Table 1 | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| No. | Name of Lender | Name of Borrower | Financial Statement Account |
Is a 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 |
Purpose of Fund Financing for the Borrower |
Transaction Amounts |
Reasons for Short-term Financing |
Allowance for Bad Debt |
Collateral | Finanacing Limits for Each Borrowing Company |
Financing Company's Total Financing Amounts Limits |
|
| Item | Value | |||||||||||||||
| 1 1 1 1 2 3 4 5 6 7 8 8 8 9 9 10 11 11 12 13 14 15 16 17 18 19 20 21 22 |
BenQ BenQ BenQ BenQ Darly 2 QLLB QLPG BBM BIC NMHC QCOS QCOS QCOS BMS BMS WPC ACE ACE AEWIN Alpha HK Alpha CD Hitron Alpha Cyber South Proton Darshin Materials Medical Supplies (Suzhou) Co., Ltd. K2 International Medical Inc Enrich MTG |
BQL APV Darly Venture (L) Ltd QLLB APV Qisda (Shanghai) Co., Ltd.(“QCSH”) QLLB Nanjing BenQ Hospital Co., Ltd.(“NMH”) Suzhou BenQ Hospital Co., Ltd. (“SMH”) Nanjing BenQ Hospital Co., Ltd.(“NMH”) Qisda (Shanghai) Co., Ltd.(“QCSH”) BenQ Guru Software Co., Ltd.(“GSS”) BenQ Medical (Shanghai) Co., Ltd.(“BMSH”) BenQ Meterials (Wuhu) Co., Ltd. BenQ Materials Medical Supplies (Suzhou) Co., Ltd. Web-Pro(Vietnam)Co.,Ltd Tianjin Ace Pillar Co., Ltd. Suzhou Super Pillar Automation Equipment Co., Ltd. Aewin Beijing Technologies Co., Ltd. Alpha CSF Alpha CSF HVN Alpha VN Tianjin Ace Pillar Co., Ltd. Tianjin Ace Pillar Co., Ltd. BenQ Materials Medical Supplies (Suzhou) Co., Ltd. K2 Medical (Thailand) Co. Ltd Transnet Corporation Corex (Pty) Ltd. |
Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from relatedparties |
Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes |
562,590 312,550 300,000 1,257,760 100,000 1,880,650 21,233 822,960 22,265 21,820 89,060 22,265 44,313 1,180,045 444,170 860,000 354,504 173,212 249,699 1,098,962 267,180 933,000 622,000 22,698 12,970 22,209 81,063 15,000 156,275 |
276,750 153,750 - - 100,000 1,783,500 - 215,250 21,682 20,381 86,728 - 21,682 1,149,146 433,640 215,250 195,138 86,728 200,885 1,075,427 260,184 - 307,500 21,525 12,300 21,682 76,875 15,000 153,750 |
276,750 153,750 - - 100,000 1,783,500 - 215,250 21,682 20,381 86,728 - 21,682 881,590 86,294 123,000 151,774 30,355 200,885 1,075,427 260,184 - - 21,525 12,300 16,045 61,500 15,000 87,821 |
0.75% 0%~4.55% 0.50% 0.50% 1.00% - - 3.20% 1.00% 2.00% 1.00% 3.30% 1.30% 3.30% 1.30% - 1.00%~2.87% - - - 1.75% 3.00%~5.50% 1.00% - 1.30% - 3.00% 6.30% 1.65% |
2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 1 2 2 2 2 2 2 2 2 2 |
- - - - - - - - - - - - - - - - - - 286,858 - - - - - - - - - - |
Operating requirements Operating requirements Operating requirements Operating requirements Operating requirements Operating requirements Operating requirements Operating requirements Operating requirements Operating requirements Operating requirements Operating requirements Operating requirements Operating requirements Operating requirements Operating requirements Operating requirements Operating requirements Business transaction Operating requirements Operating requirements Operating requirements Operating requirements Operating requirements Operating requirements Operating requirements Operating requirements Operating requirements Operating requirements |
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - |
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - |
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - |
3,618,314 3,618,314 3,618,314 3,618,314 1,754,868 6,653,776 7,411,472 2,544,782 335,275 21,927 3,705,736 3,705,736 3,705,736 1,907,217 1,907,217 630,668 393,775 393,775 251,205 2,273,145 463,192 983,900 2,002,544 537,147 417,001 37,864 126,898 890,197 62,591 |
3,618,314 3,618,314 3,618,314 3,618,314 1,754,868 6,653,776 14,822,943 2,544,782 335,275 21,927 37,057,358 37,057,358 37,057,358 1,907,217 1,907,217 1,261,337 787,550 787,550 502,411 2,273,145 463,192 1,967,801 4,005,088 537,147 417,001 37,864 253,796 1,780,394 125,183 |
- 248 -
(Note 1)The aggregate financing amount and the individual financing amount of BenQ to subsidiaries shall not exceed 40% of the most recent net worth of BenQ.
(Note 2)The aggregate financing amount and the individual financing amount of Darly 2 to subsidiaries shall not exceed 40% of the most recent net worth of Darly 2. (Note 3)The aggregate financing amount and the individual financing amount of QLLB to subsidiaries shall not exceed 40% of the most recent net worth of QLLB. (Note 4)The aggregate financing amount and the individual financing amount of QLPG to subsidiaries shall not exceed 40% and 20%, respectively, of the most recent audited and reviewed net worth of the Company. (Note 5)The aggregate financing amount and the individual financing amount of BBM to subsidiaries shall not exceed 40% of the most recent net worth of BBM. (Note 6)The aggregate financing amount and the individual financing amount of BIC to subsidiaries shall not exceed 40% of the most recent net worth of BIC.
-
(Note 7)The aggregate financing amount and the individual financing amount of NMHC to subsidiaries shall not exceed 100% of the most recent net worth of NMHC.
-
(Note 8)The aggregate financing amount to subsidiaries wholly owned by the Company and the individual financing amount of QCOS shall not exceed 100% and 10%, respectively, of the most recent net worth of the Company. The financing amount to the subsidiaries not wholly owned by the Company and the individual financing amount of QCOS shall not exceed 40% of the most recent net worth of QCOS.
-
(Note 9)The aggregate financing amount to subsidiaries wholly owned by BMC and the individual financing amount of BMS shall not exceed 100% of the most recent audited and reviewed net worth of BMS. (Note 10)The aggregate financing amount and the individual financing amount of WPC to subsidiaries shall not exceed 40% and 20%, respectively, of the most recent net worth of WPC.
-
(Note 11)The aggregate financing amount and the individual financing amount of ACE to subsidiaries shall not exceed 40% and 20%, respectively, of the most recent net worth of ACE.
-
(Note 12)The aggregate financing amount and the individual financing amount of AEWIN to subsidiaries shall not exceed 40% and 20%, respectively, of the most recent net worth of AEWIN.
-
(Note 13)The aggregate financing amount to foreign subsidiaries wholly owned by Alpha and the individual financing amount of Alpha HK shall not exceed 100% of the most recent net worth of Alpha HK. (Note 14)The aggregate financing amount to foreign subsidiaries wholly owned by Alpha and the individual financing amount of Alpha CD shall not exceed 100% of the most recent net worth of Alpha CD.
-
(Note 15)The aggregate financing amount of Hitron and its subsidiaries to subsidiaries shall not exceed 40% of the the most recent audited or reviewed net worth of both parties. The financing reason and limit for each type of party is stated as below. a.For entities who have business transactions with Hitron, the individual financing amount shall not exceed 20% of the most recent net worth of Hitron in the nearest 12 months. The transaction referring to the higher of sales or purchase amount. b.For entities who have a need in short-term financing, the individual financing amount shall not exceed 20% of the most recent audited and reviewed net worth of Hitron Technologies.
-
c.Financing among foreign subsidiaries which Hitron has 100% of direct or indirect voting rights, or foreign subsidiaries which Hitron has 100% of direct or indirect voting rights financing to Hitron, there is no limit to the financing amount and period of lending, but should state the financing limit and term of lending.
-
(Note 16)The aggregate financing amount and the individual financing amount of Alpha to other parties shall not exceed 40% and 20%, respectively, of the most recent net worth of Alpha.
-
(Note 17)The aggregate financing amount and the individual financing amount of Cyber South to subsidiaries shall not exceed 10% and 5%, respectively, of the most recent net worth of Cyber South.
-
For financing among foreign subsidaries wholly owned by ACE because of financing purpose,the aggregate financing amount and the individual financing amount shall not exceed 100% of most recent net worth of Cyber South. (Note 18)The aggregate financing amount and the individual financing amount of Proton to subsidiaries shall not exceed 10% and 5%, respectively, of the most recent net worth of Proton.
-
For financing among foreign subsidaries wholly owned by ACE because of financing purpose,the aggregate financing amount and the individual financing amount shall not exceed 100% of most recent net worth of Proton. (Note 19)The aggregate financing amount to subsidiaries wholly owned by BMC and the individual financing amount of DTB shall not exceed 100% of the most recent audited and reviewed net worth of DTB. (Note 20)The aggregate financing amount and the individual financing amount of K2 to subsidiaries shall not exceed 40% and 20%, respectively, of the most recent net worth of K2.
-
(Note 21)The aggregate financing amount and the individual financing amount of Enrich to subsidiaries shall not exceed 40% and 20%, respectively, of the most recent net worth of Enrich.
(Note 22)The aggregate financing amount and the individual financing amount of MTG to subsidiaries shall not exceed 40% and 20%, respectively, of the most recent net worth of MTG.
- (Note 23)Purpose of Fund Financing: 1.Business transaction purpose. 2. Short-term financing purpose.
(Note 24)The above intercompany transactions have been eliminated when preparing the consolidated financial statements.
- 249 -
QISDA CORPORATION AND SUBSIDIARIES
Guarantees and endorsements provided to other parties For the year ended December 31, 2023
(Amounts in thousands of New Taiwan dollars and other currencies)
Table 2
| Table | 2 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| No. | Endorsements / Guarantee Provider |
Counter-party of Guarantee and Endorsement |
Limits on Amount of Guarantees and Endorsements Provided to Each Guaranteed Party |
Highest Balance of Guarantees and Endorsements During the Period |
Balance of Guarantees and Endorsements as of Reporting Date |
Actual Usage Amount During the Period |
Property Pledged for Guarantees and Endorsements |
Ratio of Accumulated Amounts of Guarantees and Endorsements to Net Worth of the Latest Financial Statements |
Maximum Amounts for Guarantees and Endorsements |
Gaurantee Provided by Parent Company |
Gaurantee Provided by A Subsidiary |
Endorsements / Guarantees Provided to Subsidiaries in Mainland China |
|
| Name | Relationship with the Company |
||||||||||||
| 2 1 0 2 2 2 2 4 3 5 4 5 5 6 |
PTT BenQ The Company PTT PTT PTT PTT Alpha DIC Hitron Alpha Hitron Hitron MTG |
Partner Tech USA Inc. MaxGen QLLB Partner-Tech Europe GmbH Partner Tech Middle East FZCO Webest Solution Corporation Partner Tech (Shanghai) CO., Ltd. Alpha DGF Data Image (Suzhou) Corporation HBV Alpha CSF HVN HUS Corex (Pty) Ltd. |
Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary |
7,411,472 231,987 1,809,157 231,987 231,987 231,987 231,987 5,006,361 296,702 4,919,502 5,006,361 4,919,502 4,919,502 890,197 |
5,109,480 114,647 188,664 123,000 61,500 32,425 10,000 62,510 64,850 226,975 631,113 615,600 2,554,740 618,825 |
3,751,500 101,184 92,250 61,500 30,750 30,750 10,000 30,750 61,500 215,250 - - - 611,250 |
2,337,000 101,184 92,250 61,500 30,750 - 10,000 6,174 - 16 - - - 297,595 |
- - - - - - - - - - - - - - |
10.12% 2.65% 1.12% 7.95% 5.30% 0.86% 2.65% 0.61% 2.07% - 2.15% - - 13.73% |
18,528,679 9,045,786 579,969 579,969 579,969 579,969 579,969 10,012,721 741,756 7,379,253 10,012,721 7,379,253 7,379,253 2,225,493 |
Y N N N N N N N N N N N N N |
- - - - - - - - - - - - - - |
- - - - - - - Y Y - Y - - - |
(Note 1)The aggregate endorsement/guarantee amount provided by the Company to QLLB and the endorsement/guarantee amount provided to individual party shall not exceed 50% and 20%, respectively, of the most recent audited or reviewed net worth of the Company. (Note 2)The aggregate endorsement/guarantee amount provided by BenQ to MaxGen and the endorsement/guarantee amount provided to individual party shall not exceed 100% and 20%, respectively, of the net worth of BenQ.
(Note 3)The aggregate endorsement/guarantee amount provided by PTT to PTT 's subsidiaries and the endorsement/guarantee amount provided to individual party shall not exceed 50% and 20%, respectively, of the net worth of PTT.
(Note 4)The aggregate endorsement/guarantee amount provided by DIC to Data Image (Suzhou) Corporation and the endorsement/guarantee amount provided to individual party shall not exceed 50% and 20%, respectively, of the net worth of DIC.
(Note 5)The aggregate endorsement/guarantee amount provided by Alpha to Alpha's subsidiaries and the endorsement/guarantee amount provided to individual party shall not exceed 100% and 50%, respectively, of the net worth of Alpha.
(Note 6)The aggregate endorsement/guarantee amount provided by Hitron to Hitrons’subsidiaries and the endorsement/guarantee amount provided to individual party shall not exceed 150% and 20%, respectively, of the net worth of Hitron. However, there is no restriction for those directly or indirectly held subsidiaries with more than 50% of the voting shares and for those directly and indirectly hold 100% of the voting shares are indirectly endorsed and guaranteed, but it shall not exceed Hitron 100% of net worth of the most recent financial statements.
(Note 7)The aggregate endorsement/guarantee amount provided by MTG to Corex and the endorsement/guarantee amount provided to individual party shall not exceed 50% and 20%, respectively, of the most recent audited or reviewed net worth of MTG.
- 250 -
Table 3
QISDA CORPORATION AND SUBSIDIARIES
Marketable securities held (excluding investments in subsidiaries, associates, and joint ventures) For the year ended December 31, 2023
(Amounts in thousands of New Taiwan dollars, unless specified otherwise)
| Investing Company | Marketable Securities Type and Name |
Relationship withthe Securities Issuer |
Financial Statement Account |
December 31, 2023 | December 31, 2023 | December 31, 2023 | December 31, 2023 | Maximum percentage of ownership during 2023 |
Maximum percentage of ownership during 2023 |
|
|---|---|---|---|---|---|---|---|---|---|---|
| Shares/Units | Carrying Value | Percentage of Ownership | Fair Value | Shares/Units | Percentage of Ownership |
Note | ||||
| The Company The Company The Company The Company The Company QLLB BMC BMC BMC BMC APV APV APV APV APV APV APV |
Stock: APLEX Technology, Inc. Stock: AU Stock: TXOne Networks Inc. Stock: SCT Holdings, Ltd. Stock: ITH Corp. CPEC Huachuang Private Equity Fund (Fujian) Co., Ltd. Fund Stock: Lagis Enterprise Co., Ltd. Stock: YiLeLaFa Corporation Stock: Biodenta Corporation Stock: CUUMed Catheter Medical Co., Ltd. Stock: Hi-Clearance Inc. Stock: Joymaster Inc. Stock: Crystalvue Medical Corp. Stock: Gigastone Corporation Stock: Athena Capital Management Stock: CDIB Capital Innovation Advisors Corporation Stock: D8AI , Inc. |
- - - - - - - - - - - - - - - - - |
Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through profit or loss-current Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through other comprehensive income-current Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through profit or loss-non-current Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through other comprehensive income-current Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through other comprehensive income-non-current |
1,388 530,879 909 800 3,000 - 1,680 300 225 3,429 340 619 706 31 2,000 2,717 19,500 |
72,150 9,635,452 (Note 1) 2,134 96,126 41,448 63,840 1,929 (Note 1) 94,078 46,081 (Note 1) 61,176 1,221 10,885 12,197 3,032 |
3.74% 6.90% 1.75% 2.44% 0.66% 2.50% 5.25% 2.73% 2.50% 8.76% 0.76% 6.19% 2.77% 0.06% 6.17% 3.33% 10.76% |
72,150 9,635,452 - 2,134 96,126 41,448 63,840 1,929 - 94,078 46,081 - 61,176 1,221 10,885 12,197 3,032 |
1,388 530,879 909 800 3,000 - 1,680 300 225 3,429 340 619 706 31 2,000 3,000 19,500 |
3.94% 6.90% 1.75% 2.44% 0.66% 2.50% 5.25% 2.73% 2.50% 11.27% 0.78% 6.19% 2.77% 0.06% 6.17% 3.33% 10.76% |
- - - - - - - - - - - - - - - - - |
- 251 -
| Investing Company | Marketable Securities Type and Name |
Relationship withthe Securities Issuer |
Financial Statement Account |
December 31, 2023 | December 31, 2023 | December 31, 2023 | December 31, 2023 | Maximum percentage of ownership during 2023 |
Maximum percentage of ownership during 2023 |
|
|---|---|---|---|---|---|---|---|---|---|---|
| Shares/Units | Carrying Value | Percentage of Ownership | Fair Value | Shares/Units | Percentage of Ownership |
Note | ||||
| APV APV APV Darly 2 Darly 2 Darly 2 Darly 2 Darly 2 Darly 2 Darly 2 Darly 2 Darly 2 Darly 2 Darly C Darly C Darly C Darly C BenQ PTT DFI |
Stock: APLEX Technology, Inc. Stock: Raydium Semiconductor Corporation Stock: PlayNitride Inc. Affinity Health Fund Two, L.P. Stock: InnoFund V Co., Ltd. Stock: Crystalvue Medical Corp. Stock: Raydium Semiconductor Corporation Stock: Fong Huang Innovation Corporation Stock: Fong Huang 2 Innovation Corporation Stock: Fong Huang 3 Innovation Corporation Stock: Fong Huang 4 Innovation Corporation Affinity Health Fund One, L.P. JAFCO Taiwan II Venture Capital Limited Partnership Stock: Crystalvue Medical Corp. Stock: Athena Capital Management Stock: Anqing Innovation Stock: Visco Vision Inc. Stock: GT Booster Corp. Stock: D8AI , Inc. Stock: APLEX Technology, Inc. |
- - - - - - - - - - - - - - - - - - - - |
Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through profit or loss-non-current Financial assets at fair value through profit or loss-non-current Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through other comprehensive income-non-current |
2,144 2,300 453 (Note 2) 3,000 494 993 6,000 3,000 3,000 3,000 (Note 2&3) (Note 2&3) 36 1,000 1,033 285 63 4,200 1,487 |
111,512 921,055 44,756 28,121 30,000 42,786 397,515 71,132 34,658 33,960 37,253 20,536 26,503 3,095 5,442 5,474 61,832 15,651 2,309 77,314 |
5.78% 3.03% 0.42% 1.45% 7.03% 1.94% 1.31% 18.75% 7.01% 13.04% 12.77% 2.00% 4.81% 0.14% 3.09% 2.24% 0.45% 8.00% 2.32% 4.01% |
111,512 921,055 44,756 28,121 30,000 42,786 397,515 71,132 34,658 33,960 37,253 20,536 26,503 3,095 5,442 5,474 61,832 15,651 2,309 77,314 |
2,144 2,309 470 (Note 2) 3,000 494 1,361 6,000 3,000 3,000 3,000 (Note 2&3) (Note 2&3) 36 1,000 1,033 285 63 4,200 1,487 |
6.09% 3.04% 0.44% 1.45% 7.03% 1.94% 1.79% 18.75% 7.01% 13.04% 12.77% 2.00% 13.81% 0.14% 3.09% 2.24% 0.45% 8.00% 2.32% 4.01% |
- - - - - - - - - - - - - - - - - - - - |
- 252 -
| Investing Company | Marketable Securities Type and Name |
Relationship withthe Securities Issuer |
Financial Statement Account |
December 31, 2023 | December 31, 2023 | December 31, 2023 | December 31, 2023 | Maximum percentage of ownership during 2023 |
Maximum percentage of ownership during 2023 |
|
|---|---|---|---|---|---|---|---|---|---|---|
| Shares/Units | Carrying Value | Percentage of Ownership | Fair Value | Shares/Units | Percentage of Ownership |
Note | ||||
| DFI AEWIN AEWIN STC STC MTG MTG MTG MTG MTG MTG MTG MTG MTG Simula Simula Simula GSC Alpha |
Fund: Cathay No 1 REIT Stock: Aewin Korea Technologies Co., Ltd. Stock: AuthenTrend Technology Inc. Stock: Intelligent fluids GmbH Stock: COMPITEK CORP PTE LTD. (CPL) Stock: CDS Holdings Limited Stock: Yobon Technologies, Inc. Stock: Dynasafe Technologies, Inc. Stock: Touch Cloud, Inc. Stock: Gemini Data, Inc. Stock: Kingtel Corporation Limited Partnership Equity: Taiwania Capital Buffalo Fund V ,LP. Limited Partnership Equity: New Economy Ventures L.P. Stock: High Performance Information Co., Ltd. Stock: Optomedia Technology Inc. Stock: Taiwan Competition Co., Ltd. Stock: Mcurich Inc. Stock: New Image Medical Co.,Ltd. Stock: TGC, Inc. |
- Substantive related party - - - - - - - - - - - - - - - - - |
Financial assets at fair value through profit or loss-current Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through profit or loss-non-current Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through profit or loss-non-current Financial assets at fair value through profit or loss-non-current Financial assets at fair value through profit or loss-non-current Financial assets at fair value through profit or loss-non-current Financial assets at fair value through profit or loss-non-current Financial assets at fair value through profit or loss-non-current Financial assets at fair value through profit or loss-non-current Financial assets at fair value through profit or loss-non-current Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through profit or loss-non-current |
1,442 10 300 27 36 600 3 4,404 200 2,706 443 (Note 2) (Note 2) 2,138 265 500 645 200 500 |
24,485 745 (Note 1) (Note 1) 8,655 (Note 1) (Note 1) 453,931 (Note 1) (Note 1) (Note 1) 197,658 41,468 118,189 2,411 1,447 (Note 1) 2,960 (Note 1) |
- 16.67% 1.42% 1.71% 6.28% 1.11% 0.42% 19.15% 1.50% 1.12% 18.09% 12.78% 7.36% 8.36% 3.26% 16.67% 15.12% 0.74% 1.83% |
24,485 745 - - 8,655 - - 453,931 - - - 197,658 41,468 118,189 2,411 1,447 - 2,960 - |
1,442 10 300 27 36 600 3 4,404 200 2,706 443 (Note 2) (Note 2) 2,138 265 500 645 200 500 |
- 16.67% 1.42% 1.71% 6.28% 1.11% 0.42% 19.15% 1.50% 1.23% 18.09% 12.78% 7.36% 8.88% 3.26% 16.67% 15.12% 0.74% 1.83% |
- - - - - - - - - - - - - - - - - - - |
- 253 -
| Investing Company | Marketable Securities Type and Name |
Relationship withthe Securities Issuer |
Financial Statement Account |
December 31, 2023 | December 31, 2023 | December 31, 2023 | December 31, 2023 | Maximum percentage of ownership during 2023 |
Maximum percentage of ownership during 2023 |
|
|---|---|---|---|---|---|---|---|---|---|---|
| Shares/Units | Carrying Value | Percentage of Ownership | Fair Value | Shares/Units | Percentage of Ownership |
Note | ||||
| Alpha Hitron Hitron Hitron Hitron Hitron Hitron Hitron Hitron DIVA DIVA DIVA CKCARE |
Ignition Ventures Limited Partnership Stock: Senao International Co., Ltd. Stock: Chao Long Motor Parts Corp. Stock: Imagetech Co., Ltd. Stock: Tsunami Visual Technologies, Inc. Stock: Pivot Technology Corp. Stock: Cardtek Technology Co., Ltd. Stock: Yesmobile Holdings Company Ltd. Preferred Stock: Codent Networks (Cayman) Ltd. Stock: Insight Genomics Inc. Stock: Renown Information Technology Corp. Stock: Pharmally International Holding Co. Ltd. Stock: Pchain Biotechnology Corp. |
- - - - - - - - - - - - - |
Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through profit or loss-current Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through profit or loss-non-current Financial assets at fair value through other comprehensive income-non-current |
(Note 2&3) 152 668 120 1,220 198 1,000 294 1,570 600 240 150 9 |
31,429 5,989 51,152 (Note 1) (Note 1) (Note 1) (Note 1) (Note 1) (Note 1) 2,778 1,834 (Note 1) 123 |
- 0.06% 1.79% 1.20% 9.34% 10.94% 6.45% 0.75% - 6.40% 4.80% - 0.10% |
31,429 5,989 51,152 - - - - - - 2,778 1,834 - 123 |
(Note 2&3) 152 668 120 1,220 198 1,000 294 1,570 600 240 150 9 |
- 0.06% 1.79% 1.20% 9.34% 10.94% 6.45% 0.75% - 8.00% 4.80% - 0.10% |
- - - - - - - - - - - - - |
(Note 1)The impairment loss was fully recognized.
(Note 2)There was no shares as the company is a limited partnership.
(Note 3)In accordance with the Q&A of the FSC , the accounting treatment need not be applied retrocactively to investments in limited partnerships prior to June 30, 2023 in accordance with the IFRS Q&A released by Accounting Research and Development Foundation on June 15, 2023. Therefore, the Group continues to measure its investments in limited partnerships as financial assets at fair value through other comprehensive income.
- 254 -
QISDA CORPORATION AND SUBSIDIARIES
Marketable securities for which the accumulated purchase or sale amount for the year exceed NT$300 million or 20% of the paid-in capital For the year ended December 31, 2023
(Amounts in thousands of New Taiwan dollars, unless specified otherwise)
Table 4
| Table 4 | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Company name |
Marketable Securities Type and Name |
Financial Statement Account | Counter-Party | Name of Relationship | Beginning Balance | Purchase | Disposal | Ending Balance | ||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Carrying Value |
Gain (Loss) on Disposal |
Shares | Amount (Note1) | |||||
| The Company The Company The Company Alpha Alpha BMC WPC WPSG BMTC DFI MTG |
Norbel K2 BBHC Alpha VN Alpha CD WPC WPSG WPVN K2 Brainstorm Brainstorm |
Investment accounted for using equity method Investment accounted for using equity method Investment accounted for using equity method Investment accounted for using equity method Investment accounted for using equity method Investment accounted for using equity method Investment accounted for using equity method Investment accounted for using equity method Investment accounted for using equity method Investment accounted for using equity method Investment accounted for using equity method |
- BMTC CDH Medical Services Limited - - - - - The Company and Darly 2 MTG DFI |
- Parent/Subsidiary - Parent/Subsidiary Parent/Subsidiary - Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Other related party Other related party |
- 6,997 47,970 - - - 15,000 - - 233 - |
- 240,793 1,112,972 613,700 - - 393,845 367,385 - 533,367 - |
10,000 - 60,585 - - 35,700 15,000 - 7,800 - 233 |
1,800,000 - 6,285,683 492,368 453,169 3,161,999 444,425 465,103 390,000 - 530,075 |
- 6,997 - - - - - - - 233 - |
- 349,853 - - - - - - - 530,075 - |
- 231,331 - - - - - - - 540,240 (6,869) |
- - - - - - - - - - - |
10,000 - 108,555 - - 35,700 30,000 - 7,800 - 233 |
1,710,470 - 2,816,442 929,750 463,192 2,908,093 765,713 758,203 284,704 - 523,206 |
(Note 1) The ending balance includes shares of profits/losses of investees and other related adjustment.
- 255 -
QISDA CORPORATION AND SUBSIDIARIES Acqusition of real estate which exceeds NT$300 million or 20% of the paid-in capital For the year ended December 31, 2023
(Amounts in thousands of New Taiwan dollars, unless specified otherwise)
Table 5
| Table 5 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Company Name |
Property Name |
Transaction Date |
Transaction amount |
Status of Payment |
Counter Party | Relationship with the Counter Party |
If the Counter Party is a Related Party, Disclose the Previous Transfer Information |
Price Reference | Purpose of Acqusition and Current Condition |
Notes | |||
| Owner | Relationship with the Company | Date of Transfer |
Amount | ||||||||||
| BMC | Buildings | Contract date: July 31, 2023 |
669,900 (Tax included) |
Not yet paid | GO-IN Engineering Co., Ltd. | Not applicable | - | - | - | - | Inquiry and bargaining |
Additional constructions in Yunlin factory for production and operation |
- |
- 256 -
QISDA CORPORATION AND SUBSIDIARIES
Total purchases from and sales to related parties which exceed NT$100 million or 20% of the paid-in capital For the year ended December 31, 2023
(Amounts in thousands of New Taiwan dollars, unless specified otherwise)
Table 6
| Table 6 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Company Name | Related Party | Nature of Relationship | Transaction Detail | Transactions with Terms Different from Others |
Notes/Accounts Receivable or (Payable) | ||||||
| Purchases/ (Sales) |
Amount | % of Total Purchases/(Sales) |
Payment Terms | Unit Price |
Payment Terms |
Ending Balance | % of Total Note/ Accounts Receivable or (Payable) |
Note | |||
| The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company QCSZ QCSZ QCSZ QCSZ QCES QCOS QCOS QCOS QCOS QCOS QCOS QCPS QCPS QALA QJTO QVH BenQ BenQ BenQ BenQ BenQ BenQ BenQ BenQ BQA BQA BQA BQC_RO BQC_RO BQC RO BQC_RO BQE BQE BQE BQE BQE BQE BQE |
BenQ QJTO QALA AU AUOSZ AUOKS DFI QCSZ QCOS QVH AU The Company BQC_RO QCPS AU QCOS The Company BQC RO AUOXM QCES QCPS AU QCSZ QCOS The Company The Company The Company BQA BQC_RO BQHK_HLD BQE BQL BQP The Company AU BQCA ZGC BenQ BQsha_EC2 QCOS QCSZ BenQ BQDE BQFR BQIT BQUK BQAT BQSE BQIB |
Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary The entity who has significant influence over the Group The entity who has significant influence over the Group The entity who has significant influence over the Group Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary The entity who has significant influence over the Group Parent/Subsidiary Affiliates Affiliates The entity who has significant influence over the Group Affiliates Parent/Subsidiary Affiliates The entity who has significant influence over the Group Affiliates Affiliates The entity who has significant influence over the Group Affiliates Affiliates Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Parent/Subsidiary The entity who has significant influence over the Group Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates |
(Sales) (Sales) (Sales) (Sales) (Sales) (Sales) (Sales) Purchases Purchases Purchases Purchases (Sales) (Sales) Purchases Purchases (Sales) (Sales) (Sales) (Sales) Purchases Purchases Purchases (Sales) (Sales) Purchases Purchases (Sales) (Sales) (Sales) (Sales) (Sales) (Sales) (Sales) Purchases Purchases (Sales) (Sales) Purchases (Sales) Purchases Purchases Purchases (Sales) (Sales) (Sales) (Sales) (Sales) (Sales) (Sales) |
(4,053,493) (2,733,421) (18,995,649) (2,259,226) (1,305,361) (322,442) (187,561) 50,122,958 11,684,637 1,017,172 131,906 (50,122,958) (1,476,501) 1,171,120 3,182,072 (587,495) (11,684,637) (516,386) (452,389) 587,495 196,004 332,666 (1,171,120) (196,004) 18,995,649 2,733,421 (1,017,172) (2,085,110) (228,884) (120,875) (3,283,470) (644,117) (5,862,392) 4,053,493 1,227,387 (600,765) (609,322) 2,085,110 (191,538) 516,386 1,476,501 228,884 (904,208) (491,267) (172,134) (775,795) (685,928) (231,445) (222,704) |
(5) (4) (25) (3) (2) - - 70 16 1 - (85) (2) 2 6 (7) (86) (4) (3) 4 1 3 (80) (13) 100 100 (92) (17) (2) (1) (27) (5) (48) 36 11 (13) (13) 58 (4) 17 50 8 (20) (11) (4) (17) (15) (5) (5) |
OA90 OA120 OA90 OA120 OA120 OA120 60~90 Days OA120 OA120 OA60 OA45 OA120 OA120 OA60 EOM55 OA60 OA120 OA120 OA120 OA60 OA60 OA60 OA60 OA60 OA90 OA120 OA60 OA90 OA60 OA60 OA90 OA90 OA60 OA90 EOM55 OA60 OA60 OA90 OA60 OA120 OA120 OA60 OA30 OA30 OA30 OA30 OA45 OA30 OA30 |
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - |
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - |
1,469,264 1,103,506 10,528,447 176,694 556,578 181,972 10,296 (16,925,223) (5,535,436) (49,580) - 16,925,223 73,311 (219,938) (265,761) 43,942 5,535,436 5,126 213,553 (43,942) (32,515) (4,368) 219,938 32,515 (10,528,447) (1,103,506) 49,580 67,177 27,243 8,084 539,821 181,636 1,835,994 (1,469,264) (114,648) 121,676 249,315 (67,177) 18,934 (5,126) (73,311) (27,243) 26,748 230,044 12,899 19,118 28,982 270 2,393 |
6 5 46 1 2 1 - (64) (21) - - 91 - (2) (2) 2 94 - 4 (2) (1) - 81 12 (100) (99) 81 2 1 - 18 6 63 (61) (5) 17 34 (100) 9 (1) (21) (8) 7 60 3 5 8 - 1 |
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - |
- 257 -
| Company Name | Related Party | Nature of Relationship | Transaction Detail | Transaction Detail | Transaction Detail | Transaction Detail | Transactions with Terms Different from Others |
Transactions with Terms Different from Others |
Notes/Accounts Receivable or (Payable) | Notes/Accounts Receivable or (Payable) | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchases/ (Sales) |
Amount | % of Total Purchases/(Sales) |
Payment Terms | Unit Price |
Payment Terms |
Ending Balance | % of Total Note/ Accounts Receivable or (Payable) |
Note | |||
| BQE BQE BQE BQL BQL BQL BQP BQP BQP BQP BQP BQP BQP BQAT BQAU BQCA BQCH BQDE BQFR BQHK_HLD BQIB BQID BQIN BQIT BQJP BQKR BQME BQMX BQNL BQSE BQsha_EC2 BQUK MaxGen ZGC ESM GSC GSC BMB K2 K2SH DIC Data Image (Suzhou) Corporation DFI DFI DFI AMERICA, LLC. DFI Diamond Flower Information (NL) B.V. DFI DFI Co., Ltd. DFI AEWIN AEWIN AEWIN Beijing AEWIN Aewin Tech Inc. Alpha |
BQNL BQCH BenQ BQMX MaxGen BenQ BQAU BQIN BQJP BQKR BQME BQID BenQ BQE BQP BQA BQE BQE BQE BenQ BQE BQP BQP BQE BQP BQP BQP BQL BQE BQE BQC_RO BQE BQL BQA GSC ESM BMB GSC K2SH K2 Data Image (Suzhou) Corporation DIC The Company DFI AMERICA, LLC. DFI Diamond Flower Information (NL) B.V. DFI DFI Co., Ltd. DFI AEWIN DFI AEWIN Beijing AEWIN Aewin Tech Inc. AEWIN Alpha USA |
Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Parent/Subsidiary Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates |
(Sales) (Sales) Purchases (Sales) (Sales) Purchases (Sales) (Sales) (Sales) (Sales) (Sales) (Sales) Purchases Purchases Purchases Purchases Purchases Purchases Purchases Purchases Purchases Purchases Purchases Purchases Purchases Purchases Purchases Purchases Purchases Purchases Purchases Purchases Purchases Purchases (Sales) Purchases Purchases (Sales) (Sales) Purchases Processing cost Processing Revenue Purchases (Sales) Purchases (Sales) Purchases (Sales) Purchases (Sales) Purchases (Sales) Purchases (Sales) Purchases (Sales) |
(711,331) (129,831) 3,283,470 (440,967) (152,880) 644,117 (198,197) (1,232,923) (1,642,032) (237,752) (1,132,160) (134,928) 5,862,392 685,928 198,197 600,765 129,831 904,208 491,267 120,875 222,704 134,928 1,232,923 172,134 1,642,032 237,752 1,132,160 440,967 711,331 231,445 191,538 775,795 152,880 609,322 (274,487) 274,487 138,127 (138,127) (324,204) 324,204 1,134,344 (1,134,344) 187,561 (614,226) 614,226 (496,642) 496,642 (324,308) 324,308 (320,249) 320,249 (286,858) 286,858 (187,442) 187,442 (7,460,063) |
(16) (3) 82 (56) (19) 88 (3) (19) (25) (4) (17) (2) 100 100 81 100 100 96 99 86 99 100 69 93 100 100 95 92 100 100 99 100 83 100 (100) 57 29 (29) (30) 100 55 (29) 8 (15) 96 (12) 100 (8) 100 (8) 26 (21) 47 (14) 100 (41) |
OA30 OA30 OA90 OA90 OA90 OA90 OA60 OA60 OA60 OA60 OA60 OA60 OA60 OA45 OA60 OA60 OA30 OA30 OA30 OA60 OA30 OA60 OA60 OA30 OA60 OA60 OA60 OA90 OA30 OA30 OA60 OA30 OA90 OA60 OA60 OA60 OA60 OA60 OA90 OA90 Depends on its working capital status Depends on its working capital status 60~90 Days 60~90 Days 60~90 Days 60~90 Days 60~90 Days 60~90 Days 60~90 Days EOM90 EOM90 150 Days After Shipment 150 Days After Shipment 120 Days After Shipment 120 Days After Shipment 90 Days |
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - |
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - |
54,804 6,463 (539,821) 95,605 472,987 (181,636) 18,981 815,589 354,882 116,732 198,840 50,267 (1,835,994) (28,982) (18,981) (121,676) (6,463) (26,748) (230,044) (8,084) (2,393) (50,267) (815,589) (12,899) (354,882) (116,732) (198,840) (95,605) (54,804) (270) (18,934) (19,118) (472,987) (249,315) 45,989 (45,989) (22,144) 22,144 40,175 (40,175) (294,000) 294,000 (10,296) - (24,883) 16,905 (16,905) 6,736 (6,736) 33,315 (33,315) 275,316 (275,316) 92,440 (92,440) 1,373,313 |
14 2 (91) 16 81 (92) 1 41 18 6 10 3 (100) (100) (92) (99) (61) (100) (98) (84) (83) (99) (100) - (96) (100) (90) (89) (98) (24) (100) (94) (95) (99) 100 (67) (32) 32 24 (100) (76) 54 (3) - (100) 4 (100) 2 (88) 8 (12) 61 (47) 21 (100) 36 |
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - |
- 258 -
| Company Name | Related Party | Nature of Relationship | Transaction Detail | Transaction Detail | Transaction Detail | Transaction Detail | Transactions with Terms Different from Others |
Transactions with Terms Different from Others |
Notes/Accounts Receivable or (Payable) | Notes/Accounts Receivable or (Payable) | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchases/ (Sales) |
Amount | % of Total Purchases/(Sales) |
Payment Terms | Unit Price |
Payment Terms |
Ending Balance | % of Total Note/ Accounts Receivable or (Payable) |
Note | |||
| Alpha Alpha Alpha CSF Alpha HK Alpha HK D-Link Asia Hitron Hitron HVN Alpha USA D-Link Asia Alpha CSF Mirac Alpha VN Alpha CSF Alpha DGF HUS HBV Hitron BMC BMC BMC BMC BMC BMC BMC BMC BMM SMS BMS Simula Simula Technology (ShenZhen) Co., Ltd. Action Star Technology Co., Ltd. The Company PTT PTT PTT PTE PTU PTUK MTG Ginnet |
D-Link Asia Alpha CSF Mirac Alpha VN Alpha CSF Alpha DGF HUS HBV Hitron Alpha Alpha Alpha Alpha CSF Alpha HK Alpha HK D-Link Asia Hitron Hitron HVN AU AUOSZ AUOXM BMM VVM SMS BMS Visco Vision BMC BMC BMC Simula Technology (ShenZhen) Co., Ltd. Simula The Company Action Star Technology Co., Ltd. PTE PTU PTUK PTT PTT PTT Ginnet MTG |
Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates The entity who has significant influence over the Group The entity who has significant influence over the Group The entity who has significant influence over the Group Affiliates Associate Affiliates Affiliates Associate Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates |
Purchases Purchases (Sales) (Sales) (Sales) Purchases (Sales) (Sales) (Sales) Purchases (Sales) (Sales) Purchases Purchases Purchases (Sales) Purchases Purchases Purchases (Sales) (Sales) (Sales) (Sales) (Sales) (Sales) Purchases Purchases Purchases Purchases (Sales) Purchases (Sales) (Sales) Purchases (Sales) (Sales) (Sales) Purchases Purchases Purchases (Sales) Purchases |
892,562 8,042,314 (310,788) (1,487,305) (6,191,412) 892,562 (4,134,320) (355,687) (6,243,767) 7,460,063 (892,562) (8,042,314) 310,788 1,487,305 6,191,412 (892,562) 4,134,320 355,687 6,243,767 (3,387,870) (925,859) (801,710) (437,210) (164,588) (267,973) 964,131 386,076 437,210 267,973 (964,131) 415,453 (415,453) (110,477) 110,477 (226,964) (314,171) (143,624) 226,964 314,171 143,624 (111,424) 111,424 |
6 58 (3) (17) (72) 68 (67) (6) (99) 100 (68) (89) 90 100 70 (100) 97 100 89 (24) (7) (6) (3) (1) (2) 9 4 65 100 (94) 87 (74) (9) 1 (21) (29) (13) 34 95 83 (1) 13 |
90 Days 90 Days 90 Days 90 Days 90 Days 90 Days 90 Days 90 Days 60 Days 90 Days 90 Days 90 Days 90 Days 90 Days 90 Days 90 Days 90 Days 90 Days 60 Days OA90 OA90 OA90 OA180 OA90 OA180 OA180 OA60 OA180 OA180 OA180 EOM60 EOM60 EOM60 EOM60 OA90 OA90 OA90 OA90 OA90 OA90 EOM60 EOM60 |
- - - - - - - - - - - - - - - - - - - (Note 1) (Note 1) (Note 1) (Note 1) (Note 1) (Note 1) (Note 2) (Note 2) (Note 2) (Note 2) (Note 2) (Note 4) (Note 4) - - (Note 3) (Note 3) (Note 3) (Note 3) (Note 3) (Note 3) - - |
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - |
- (640,969) 36,611 916,049 709,582 - 1,518,943 69,433 1,701,574 (1,373,313) - 640,969 (36,611) (916,049) (709,582) - (1,518,943) (69,433) (1,701,574) 770,725 69,998 51,067 235,738 29,811 51,015 (509,510) (54,473) (235,738) (51,015) 509,510 (34,327) 34,327 16,348 (16,348) 131,366 86,070 86,283 (131,366) (86,070) (86,283) 17,394 (17,394) |
- (28) 3 49 38 - 74 3 100 (100) - 83 (100) (100) (62) - (100) (100) (86) 27 2 2 8 1 2 (16) (2) (93) (84) 98 (54) 59 8 - 28 19 19 (61) (100) (94) 1 (19) |
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - |
(Note 1)The selling prices of BMC to related parties are not comparable to the sales prices for third-party customers as the specifications of products were different. For the other transaction, there were no significant differences between the sales for related parties and those for third-party customers. (Note 2)The purchase prices to related parties are not comparable to the purchase prices for third-party vendors as the specifications of products were different, and it is conducted under the agreed purchase price and conditions.
(Note 3)The selling prices of PTT to related parties are not comparable to the sales prices for third-party customers as the specifications of products were different. For the other transaction, there were no significant differences between the sales for related parties and those for third-party customers. (Note 4)Simula seldom purchases the same products from other vendors. Therefore, the purchase prices are not reasonably comparable.
(Note 5)The above intercompany transactions have been eliminated when preparing the consolidated financial statements.
- 259 -
QISDA CORPORATION AND SUBSIDIARIES
Receivables from related parties which exceed NT$100 million or 20% of the paid-in capital December 31, 2023
(Amounts in thousands of New Taiwan dollars, unless specified otherwise)
Table 7
| Table 7 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Company Name | Related Party | Nature of Relationship |
Ending Balance | Turnover Rate |
Overdue | Amount Received in Subsequent Period |
Allowance for Bad Debts |
|
| Amount | Action Taken | |||||||
| The Company The Company The Company The Company The Company The Company QCSZ QCOS QCOS QCPS QCES BenQ BenQ BenQ BenQ BQA BQA BQE BQL BQP BQP BQP BQP PTT Data Image (Suzhou) Corporation AEWIN ACE Alpha Alpha Alpha D-Link Asia Alpha CSF Alpha HK Alpha HK Hitron HVN |
BenQ QJTO QALA AU AUOSZ AUOKS The Company The Company AUOXM QCSZ The Company BQE BQL BQP QCSZ BQCA ZGC BQFR MaxGen BQIN BQJP BQME BQKR PTE DIC Aewin Beijing Tianjin Ace Pillar Co., Ltd. Alpha USA Alpha HK Hitron Alpha Alpha Alpha CSF Alpha VN HUS Hitron |
Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary The entity who has significant influence over the Group The entity who has significant influence over the Group The entity who has significant influence over the Group Parent/Subsidiary Parent/Subsidiary The entity who has significant influence over the Group Affiliates Parent/Subsidiary Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates |
1,469,264 1,103,506 10,528,447 176,694 556,578 181,972 16,925,223 5,535,436 213,553 219,938 1,973,219 539,821 181,636 1,835,994 163,457 121,676 249,315 230,044 472,987 815,589 354,882 198,840 116,732 131,366 294,000 275,316 151,774 1,373,313 175,006 302,103 400,269 640,969 709,582 916,049 1,518,943 1,701,574 |
3.90 2.61 1.96 7.89 2.71 2.13 3.37 2.52 3.50 7.72 (Note 1) 4.17 2.40 3.46 (Note 1) 4.18 4.42 2.26 0.30 1.62 5.28 4.37 3.39 1.57 4.17 0.72 (Note 1) 7.37 (Note 1) (Note 3) 2.34 11.94 6.69 2.98 2.17 2.73 |
65,629 211,981 4,518,522 - - - 4,371,978 3,036,786 - - 782,533 62 20,462 773,560 - 74,326 52,122 - - 527,182 147,043 - 35,794 64,648 - 101,493 - - - - - - 31,482 55,926 - - |
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - |
700,911 256,472 3,446,134 162,488 151,328 52,301 6,818,130 1,032,170 - - 1,101,835 221,644 109,725 524,229 97,593 74,486 52,953 - - 71,317 269,242 53,123 56,567 26,185 168,960 34,164 - 540,208 - - - 358,256 286,941 120,917 536,841 10,274 |
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - |
- 260 -
| Company Name | Related Party | Nature of Relationship |
Ending Balance | Turnover Rate |
Overdue | Overdue | Amount Received in Subsequent Period |
Allowance for Bad Debts |
|---|---|---|---|---|---|---|---|---|
| Amount | Action Taken | |||||||
| BMC BMC BMS |
AU BMM BMC |
The entity who has significant influence over the Group Affiliates Affiliates |
770,725 235,738 509,510 |
3.81 (Note 2) 3.01 (Note 2) 1.55(Note 2) |
- - 20,059 |
- - - |
- - 50,342 |
- - - |
(Note 1)The sales from repurchasing after processing have been eliminated; therefore, calculation of turnover rate is not applicable.
(Note 2)The calculation of turnover rate includes the account receivable sold to financial institutions.
(Note 3)The above intercompany transactions have been eliminated when preparing the consolidated financial statements.
- 261 -
QISDA CORPORATION AND SUBSIDIARIES Business relationships and significant intercompany transactions For the year ended December 31, 2023
(Amounts in thousands of New Taiwan dollars, unless specified otherwise)
Table 8
| Table8 | |||||||
|---|---|---|---|---|---|---|---|
| Number (Note 1) |
Company Name | Related Party | Name of Relationship (Note 2) |
Transaction Details | |||
| Financial Statements Account |
Amount | Payment Terms |
Percentage of Consolidated Operating Revenue and Total Assets (Note 4) |
||||
| 0 0 0 1 2 3 3 3 4 5 6 7 8 0 1 2 3 |
The Company The Company The Company QCSZ QCOS BenQ BenQ BenQ Alpha Alpha HK Hitron HVN Alpha CSF The Company QCSZ QCOS QCES |
BenQ QJTO QALA The Company The Company BQA BQE BQP Alpha USA Alpha CSF HUS Hitron Alpha QALA The Company The Company The Company |
1 1 1 2 2 3 3 3 3 3 3 3 3 1 2 2 2 |
(Sales) (Sales) (Sales) (Sales) (Sales) (Sales) (Sales) (Sales) (Sales) (Sales) (Sales) (Sales) (Sales) Accounts receivable Accounts receivable Accounts receivable Accounts receivable |
(4,053,493) (2,733,421) (18,995,649) (50,122,958) (11,684,637) (2,085,110) (3,283,470) (5,862,392) (7,460,063) (6,191,412) (4,134,320) (6,243,767) (8,042,314) 10,528,447 16,925,223 5,535,436 1,973,219 |
OA90 OA120 OA90 OA120 OA120 OA90 OA90 OA60 90 days 90 days 90 days 60 days 90 days OA90 OA120 OA120 OA120 |
(2%) (1%) (9%) (25%) (6%) (1%) (2%) (3%) (4%) (3%) (2%) (3%) (4%) 6% 9% 3% 1% |
(Note1) Parties to the intercompany transactions are identified and numbered as follows:
-
"0" represents the Company.
-
Subsidiaries are numbered from "1".
(Note2) The relationships with counter party are as follows:
No. “1” represents the transactions from the Company to subsidiary.
No. “2” represents the transactions from subsidiary to the Company. No. “3” represents the transactions between subsidiaries.
(Note3) Intercompany relationships and significant intercompany transactions are disclosed only for the amounts that exceed 1% of consolidated operating revenue or total assets. The corresponding purchases and accounts payables are not disclosed.
(Note4) Based on the transaction amount divided by consolidated operating revenues or consolidated total assets.
(Note5) The above intercompany transactions have been eliminated when preparing the consolidated financial statements.
- 262 -
Table 9
QISDA CORPORATION AND SUBSIDIARIES Information of Investees (Excluding Information on investments in Mainland China) For the year ended December 31, 2023
(Amounts in thousands of New Taiwan dollars / shares, unless specified otherwise)
| Table 9 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Investor | Investee | Location | Main Businesses and Products | Original investment Amount | Balances as of December 31, 2023 | Maximum percentage of ownership during 2023 |
Net Income (Loss) of the Investee |
Investment Income (Loss) |
Note | ||||
| December 31, 2023 |
December 31, 2022 |
Shares | Percentage of Ownership |
Carrying Value |
Shares | Percentage of Ownership |
|||||||
| The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company BMC BMC BMC BMC |
DFN BMC BenQ QALA QJTO QLPG QLLB APV Darly BBHC PTT BDT QTOS Q.S.Control Corp. DFI Alpha K2 DIC EASCHK MTG Topview QVH Simula GSC TCI Gene Rapidtek Norbel H2 Energy Co., Ltd. BMLB SGM Visco Vision Inc. Cenefom Corporation |
Taiwan Taiwan Taiwan USA Japan Malaysia Malaysia Taiwan Malaysia Cayman Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Hong Kong Taiwan Taiwan Vietnam Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Malaysia Taiwan Taiwan Taiwan |
Manufacture and sale of computer peripherals, power devices, green energy products and passive components R&D, manufacture and sale of optoelectronics film Sales of brand-name electronic products Sales of electronic products Sales and maintenance of electronic products in Japanese market Leasing and management services Investment and holding activity Investment and holding activity Investment and holding activity Investment and holding activity Manufacture, sales, and import and export of POS terminals and peripheral Manufacture and sale of medical consumable and equipment Sales of electronic products R&D, manufacture and sales of medical consumables and equipments Manufacture and sales of industrial motherboards and components R & D, manufacture and sale of LAN/MAN, wireless, mobile & broadband, and digital multimedia products Sale of medical consumable and equipment Manufacture and sales of marine display modules Sales of electronic products Distributing and reselling software and hardware equipment of ICT infrastructures, computing & data utilization, and digitalization. Manufacture and sales of video surveillance cameras Manufacture of monitors Manufacture and sales of electronic material Sale of alcohol and medical disinfectant Genetic testing and wholesale of nutritional supplement Antenna design and production and sales of RF testing products Retail and wholesale of maternity and infant products, medical care products, dietary supplement, and cosmetics Energy service Investment and holding activity Sales of medical consumables and equipment Manufacture and sale of contact lenses R&D, manufacture and sale of medical consumable and equipment |
662,195 507,883 4,963,435 32,800 2,701 578,128 3,687,539 570,016 165,000 7,789,187 1,475,978 280,000 1,000 63,000 3,154,750 8,135,810 - 260,000 78,338 3,202,856 172,500 1,212,849 600,000 254,000 545,160 163,850 1,800,000 1,500 499,790 231,727 168,771 272,968 |
662,195 507,883 4,963,435 32,800 2,701 578,128 3,687,539 570,016 165,000 1,503,504 1,475,978 280,000 1,000 63,000 3,154,750 8,135,810 217,763 260,000 78,338 3,202,856 172,500 1,212,849 600,000 254,000 545,160 163,850 - - 1,141,340 231,727 168,771 272,968 |
58,005 43,659 320,000 1,000 - 50,000 114,250 201,181 6,000 108,555 43,577 28,000 100 6,000 51,610 295,797 - 20,000 1 96,841 5,750 - 30,000 17,500 4,720 2,638 10,000 150 14,082 2,000 9,334 11,646 |
20.87% 13.61% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 44.32% 58.04% 100.00% 100.00% 20.00% 45.08% 54.60% - 28.82% 54.00% 51.41% 20.00% 100.00% 37.51% 50.00% 17.84% 8.79% 28.54% 30.00% 100.00% 100.00% 14.82% 50.98% |
2,546,239 715,694 9,074,526 70,580 40,250 366,535 16,325,539 3,804,909 275,239 2,816,442 1,335,090 36,561 1,017 69,424 2,718,415 7,725,175 - 410,107 91,688 2,737,028 530,708 304,885 565,240 322,588 514,309 137,042 1,710,470 1,331 1,683,095 38,526 384,314 213,973 |
58,005 43,659 320,000 1,000 - 50,000 114,250 201,181 6,000 108,555 43,577 28,000 100 6,000 51,610 295,797 6,997 20,000 1 96,841 5,750 - 30,000 10,000 4,720 2,260 10,000 150 14,082 2,000 9,334 11,646 |
20.87% 13.61% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 44.32% 58.04% 100.00% 100.00% 20.00% 45.08% 54.60% 34.99% 28.82% 54.00% 51.41% 20.00% 100.00% 37.51% 50.00% 17.84% 9.05% 28.54% 30.00% 100.00% 100.00% 14.82% 51.34% |
1,650,873 414,352 1,451,193 7,800 (2,839) (11,938) 752,768 315,069 44,410 759,612 108,513 (9,122) 14 30,578 361,685 547,920 90,251 278,863 12,016 592,342 183,134 (188,191) (83,450) 21,152 10,107 12,223 208,037 (564) (8,791) 21,965 301,613 (17,770) |
334,479 59,168 1,446,624 7,800 (2,839) (11,938) 534,692 315,069 44,410 203,563 38,365 (5,675) 14 6,011 82,616 205,082 18,105 80,620 955 302,128 32,861 (188,191) (47,006) 4,687 (11,890) (9,511) 10,786 (169) - - - - |
Associate Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Associate Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Associate Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Associate Associate Associate Associate Affiliates Affiliates Associate Affiliates |
- 263 -
| Investor | Investee | Location | Main Businesses and Products | Original investment Amount | Original investment Amount | Balances as of December 31, 2023 | Balances as of December 31, 2023 | Balances as of December 31, 2023 | Maximum percentage of ownership during 2023 |
Maximum percentage of ownership during 2023 |
Net Income (Loss) of the Investee |
Investment Income (Loss) |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2023 |
December 31, 2022 |
Shares | Percentage of Ownership |
Carrying Value |
Shares | Percentage of Ownership |
|||||||
| BMC BMC BMC BMC WPC WPSG APV APV APV APV APV APV APV APV APV APV APV APV APV Darly C Darly Darly BenQ BenQ BenQ BenQ BenQ BenQ BenQ BenQ BenQ BenQ BenQ BenQ BenQ BenQ BenQ |
Genejet Biotech Co., Ltd. WEB-PRO Corporation MLK Bioscience Co., Ltd. Kangde Corp. WPSG WPVN Darly C BMC BMTC BBHC PTT DFI Alpha Topview DIC Simula GSC TCI Gene Rapidtek Alpha BenQ Guru Holding Ltd. (GSH) BBHC BQA BQL BQE BenQ Mexico S. de R.L. de C.V. BQP Darly 2 BenQ Guru Holding Ltd. (GSH) DFN BMC BBHC BMTC MQE INF BQHK_HLD PT BenQTeknologi Indonesia |
Taiwan Taiwan Taiwan Taiwan Singapore Vietnam Taiwan Taiwan Taiwan Cayman Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Hong Kong Cayman USA USA The Netherlands Mexico Taiwan Taiwan Hong Kong Taiwan Taiwan Cayman Taiwan The Netherlands Taiwan Hong Kong Indonesia |
R&D, manufacture and sale of medical consumable and equipment R&D, manufacture and sale of medical supplies R&D, manufacture and sale of medical consumable and equipment Sale of medical consumable and equipment Investment and holding activity Manufacture and sale of medical supplies Investment management consulting R&D, manufacture and sale of optoelectronics film R&D, manufacture and sales of medical consumables and equipments Investment and holding activity Manufacture, sales, and import and export of POS terminals and peripherals Manufacture and sales of industrial motherboards and components R & D, manufacture and sale of LAN/MAN, wireless, mobile & broadband, and digital multimedia products Manufacture and sales of video surveillance cameras Manufacture and sales of marine display modules Manufacture and sales of electronic material Sale of alcohol and medical disinfectant Genetic testing and wholesale of nutritional supplement Antenna design and production and sales of RF testing products R & D, manufacture and sale of LAN/MAN, wireless, mobile & broadband, and digital multimedia products Investment and holding activity Investment and holding activity Sales of brand-name electronic products in North America markets Sales of brand-name electronic products in Latin America markets Sales of electronic products in European markets Sales of brand-name electronic products in Latin America markets Sales of brand-name electronic products in Asia markets Investment and holding activity Investment and holding activity Manufacture and sale of computer peripherals, power devices, green energy products and passive components R&D, manufacture and sale of optoelectronics film Investment and holding activity Manufacture and sales of medical consumables and equipments Maintenance of brand-name electronic monitors and projectors in European markets Assembly and sales of gaming electronic products Sales of brand-name electronic products in HK markets Sales of electronicproducts |
47,860 3,161,999 6,000 5,980 895,139 926,053 77,933 221,786 42,584 904,102 112,080 149,096 284,143 11,806 88,222 201,673 150,000 189,516 42,050 273,445 30,456 471,516 114,553 342,589 960,568 - 950,000 2,361,132 74,021 233,491 946,731 719,088 235,069 90,912 117,987 118,282 21 |
43,316 - 6,000 5,980 - - 77,933 221,786 42,584 904,102 112,080 149,096 284,143 63,525 88,222 201,673 150,000 189,516 42,050 273,445 30,456 471,516 114,553 342,589 960,568 - 950,000 2,361,132 74,021 233,491 946,731 719,088 235,069 90,912 117,987 118,282 21 |
4,070 35,700 217 598 30,000 - 12,105 15,182 3,549 25,000 6,006 2,294 12,236 239 3,607 5,390 17,500 1,480 677 12,710 7,800 14,158 200 9,350 5,009 - 20,000 227,372 23,400 14,017 80,848 20,000 19,353 82 6,947 4,000 - |
75.63% 51.00% 20.00% 9.98% 100.00% 100.00% 45.11% 4.73% 7.96% 10.21% 8.00% 2.00% 2.26% 0.83% 5.20% 6.74% 50.00% 5.59% 2.26% 2.35% 12.50% 5.78% 100.00% 100.00% 100.00% 0.03% 100.00% 100.00% 37.50% 5.04% 25.21% 8.17% 43.43% 100.00% 100.00% 100.00% 0.31% |
44,902 2,908,093 4,086 4,257 765,713 758,203 186,724 274,420 88,115 648,478 173,007 151,468 258,566 28,683 91,182 205,769 239,569 186,042 41,335 247,390 15,862 367,027 1,148,329 92,586 1,055,400 - 647,208 4,387,170 48,980 615,250 1,461,333 518,479 469,238 81,656 93,266 2,283,612 59 |
4,070 35,700 217 598 30,000 - 12,105 15,182 3,549 25,000 6,006 2,294 12,236 1,286 3,607 5,390 17,500 1,480 580 12,710 7,800 14,158 200 9,350 5,009 - 20,000 227,372 23,400 14,017 80,848 20,000 19,353 82 6,947 4,000 - |
75.63% 51.00% 20.00% 9.98% 100.00% 100.00% 45.11% 4.73% 7.96% 10.21% 8.00% 2.00% 2.26% 4.47% 5.20% 6.74% 50.00% 5.59% 2.32% 2.35% 12.50% 5.78% 100.00% 100.00% 100.00% 0.03% 100.00% 100.00% 37.50% 5.04% 25.21% 8.17% 43.43% 100.00% 100.00% 100.00% 0.31% |
390 234,992 (1,306) (6,912) (67,969) (69,034) 14,392 414,352 114,581 759,612 108,513 361,685 547,920 183,134 278,863 (83,450) 21,152 10,107 12,223 547,920 5,728 759,612 100,379 52,822 112,835 42,352 452,786 485,885 5,728 1,650,873 414,352 759,612 114,581 1,671 6,732 403,804 (10,443) |
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - |
Affiliates Affiliates Associate Associate Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Associate Affiliates Affiliates Affiliates Associate Associate Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Associate Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates |
- 264 -
| Investor | Investee | Location | Main Businesses and Products | Original investment Amount | Original investment Amount | Balances as of December 31, 2023 | Balances as of December 31, 2023 | Balances as of December 31, 2023 | Maximum percentage of ownership during 2023 |
Maximum percentage of ownership during 2023 |
Net Income (Loss) of the Investee |
Investment Income (Loss) |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2023 |
December 31, 2022 |
Shares | Percentage of Ownership |
Carrying Value |
Shares | Percentage of Ownership |
|||||||
| BenQ BQP BQP BQP BQP BQP BQP BQP BQP BQP BQP BQA BQL BQL BQL BQL Joytech LLC Vividtech LLC BQmx Darly 2 Darly 2 Darly 2 Darly 2 Darly 2 Darly 2 Darly 2 Darly 2 Darly 2 Darly 2 Darly 2 BQE BQE BQE BQE BQE BQE BQE BQE BQE |
Alpha BenQ India Private Ltd. BenQ (M.E.) FZE BenQ Japan Co., Ltd. BenQ Singapore Pte Ltd. BenQ Australia Pte Ltd. BenQ Service & Marketing (M) Sdn Bhd BenQ (Thailand) Co., Ltd. BenQ Korea Co., Ltd. PT BenQ Teknologi Indonesia BenQ Vietnam Co., Ltd. BenQ Canada Corp. BenQ Mexico S. de R.L. de C.V. Joytech LLC Vividtech LLC BenQ Service de Mexico S.de R.L. de C.V. Maxgen Comércio Industrial imp E Exp Ltda. Maxgen Comércio Industrial imp E Exp Ltda. BenQ Service de Mexico S. de R.L. de C.V. Darly C BBHC BenQ Guru Holding Ltd. (GSH) BMTC PTT DFI Alpha K2 DIC Topview Simula BenQ UK Limited BenQ Deutschland GmbH BenQ Benelux B.V. BenQ Austria GmbH BenQ Iberica S.L. Unipersonal BenQ Italy S.R.L BenQ France SAS BenQ Nordic A.B. BenQ LLC. |
Taiwan India United Arab Emirates Japan Singapore Australia Malaysia Thailand Korea Indonesia Vietnam Canada Mexico USA USA Mexico Brazil Brazil Mexico Taiwan Cayman Hong Kong Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan UK Germany The Netherlands Austria Spain Italy France Sweden Russia |
R & D, manufacture and sale of LAN/MAN, wireless, mobile & broadband, and digital multimedia products Sales of electronic products Sales of electronic products Sales of electronic products Sales of electronic products Sales of electronic products Sales of electronic products Sales of electronic products Sales of electronic products Sales of electronic products Sales of electronic products Sales of electronic products Sales of electronic products Investment and holding activity Investment and holding activity Providing administration and management services to affiliates Sales of electronic products Sales of electronic products Providing administration and management services to affiliates Investment management consulting Investment and holding activity Investment and holding activity Manufacture and sales of medical consumables and equipment Manufacture, sales, and import and export of POS terminals and peripherals Manufacture and sales of industrial motherboards and components R & D, manufacture and sale of LAN/MAN, wireless, mobile & broadband, and digital multimedia products Sale of medical consumable and equipment Manufacture and sales of marine display modules Manufacture and sales of video surveillance cameras Manufacture and sales of electronic material Sales of electronic products Sales of electronic products Sales of electronic products Sales of electronic products Sales of electronic products Sales of electronic products Sales of electronic products Sales of electronic products Providing administration and management services to affiliates |
342 224,405 8,891 4,518 1,837 132,590 119,488 120,116 1,713 6,901 5,576 26 77,591 74,046 74,046 - 74,046 74,046 87 89,179 2,122,721 121,860 27,337 49,426 596,382 79,990 - 48,093 123,252 205,920 14,800 25,587 567 1,091 4,677 92,654 2,045 445 52 |
342 224,405 8,891 4,518 1,837 132,590 119,488 120,116 1,713 6,901 5,576 26 77,591 74,046 74,046 - 74,046 74,046 87 89,179 2,122,721 121,860 27,337 49,426 596,382 79,990 44,997 48,093 123,252 205,920 14,800 25,587 567 1,091 4,677 92,654 2,045 445 52 |
18 440,296 - - 500 2,191 100 12,000 10 6 1 1 3 1 1 - 1 1 3 14,728 65,024 31,200 1,590 1,648 9,175 4,185 - 3,005 2,615 5,500 - - - - - 50 - - - |
0.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 99.69% 100.00% 100.00% 99.97% 100.00% 100.00% 0.03% 50.00% 50.00% 99.97% 54.89% 26.55% 50.00% 3.57% 2.19% 8.01% 0.77% - 4.33% 9.10% 6.88% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% |
354 133,196 141,081 206,858 5,604 98,039 7,750 (90,011) (2,235) 20,751 4,418 70,897 118,201 (14,004) (14,004) - (14,004) (14,004) 4,533 227,195 1,686,800 65,307 39,478 47,472 606,190 76,914 - 72,717 315,985 209,945 82,685 185,453 (22,186) 41,182 97,752 85,506 (103,034) 42,111 16,423 |
18 440,296 - - 500 2,191 100 12,000 10 6 1 1 3 1 1 - 1 1 3 14,728 65,024 31,200 1,590 1,648 9,175 4,185 1,003 3,005 2,615 5,500 - - - - - 50 - - - |
0.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 99.69% 100.00% 100.00% 99.97% 100.00% 100.00% 0.03% 50.00% 50.00% 99.97% 54.89% 26.55% 50.00% 3.57% 2.19% 8.01% 0.77% 5.01% 4.33% 9.10% 6.88% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% |
547,920 83,588 42,597 31,868 3,377 5,781 (695) (16,958) (4,293) (10,443) (138) 2,638 42,352 32,321 32,321 (5) 64,642 64,642 (5) 14,392 759,612 5,728 114,581 108,513 361,685 547,920 90,251 278,863 183,134 (83,450) 7,844 3,296 5,743 3,290 6,816 40,606 5,336 3,656 51 |
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - |
Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Associate Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates |
- 265 -
| Investor | Investee | Location | Main Businesses and Products | Original investment Amount | Original investment Amount | Balances as of December 31, 2023 | Balances as of December 31, 2023 | Balances as of December 31, 2023 | Maximum percentage of ownership during 2023 |
Maximum percentage of ownership during 2023 |
Net Income (Loss) of the Investee |
Investment Income (Loss) |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2023 |
December 31, 2022 |
Shares | Percentage of Ownership |
Carrying Value |
Shares | Percentage of Ownership |
|||||||
| BMTC BMTC BMTC BMTC BMTC BMTC BMTC BMTC BMTC Concord BHS BHS K2 K2 Asiaconnect PTT PTT PTT PTT PTT PTT PTT PTT PTT PTT PTTN PTTN PTE PTE PTE PTE PTME WEBEST WEBEST WEBEST P&S PTAP DFI DFI DFI DFI DFI DFI |
Asiaconnect Highview LILY BABD BHS EASTECH Concord CCHC K2 CCHC NBHIT CKCARE K2 Medical (Thailand) Co., LTD PT Frismed Hoslab Indonesia K2 WEBEST PTUK PTAP PTE PTME PTSE PTTN P&S PTMG PTNA WEBEST PTTN PTUK Sloga RSS PTF E-POS PTTN PTNA PTME PTU PTME DFI AMERICA, LLC. Yan Tong Technology Ltd. DFI Co., Ltd. Diamond Flower Information (NL) B.V. AEWIN ACE |
Taiwan Samoa Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Thailand Indonesia Taiwan Taiwan UK Taiwan Germany United Arab Emirates Singapore Taiwan British Virgin Islands Taiwan Morocco Taiwan Taiwan UK Slovenia Spain France United Arab Emirates Taiwan Morocco United Arab Emirates USA United Arab Emirates USA Mauritius Japan The Netherlands Taiwan Taiwan |
Sales of medical consumables and equipment and software Investment and holding activity Sales of medical consumables and equipment Sales of medical consumables and equipment Sales of medical consumables and equipment Sales of medical consumables and equipment Sales and purchase of medical products, medical equipment leasing and management consulting Sales of medical consumables and equipment, and management consulting Sales of medical consumables Sales of medical consumables and equipment, and management consulting Sales of medical consumables and equipment Sales of medical consumables and equipment Sales of medical consumables Sales of medical consumables Sales of medical consumables Sales, import and export of electronic products Sales, import and export of electronic products Sales, import and export of electronic products Sales, import and export of electronic products Sales, import and export of electronic products Software development and sales of product Software development and sales of product Sales, import and export of electronic products Software development and sales of product Sales, import and export of electronic products Sales, import and export of electronic products Software development and sales of product Sales, import and export of electronic products Sales, import and export of electronic products Sales, import and export of electronic products Sales, import and export of electronic products Sales, import and export of electronic products Software development and sales of product Sales, import and export of electronic products Sales, import and export of electronic products Sales, import and export of electronic products Sales, import and export of electronic products Sales of industrial motherboards Investment and holding activity Sales of industrial motherboards Sales of industrial motherboards Manufacture and sale of industrial motherboards and component Sales of automation mechanical transmission system and component |
21,984 36,211 185,000 88,000 100,000 20,300 190,000 - 390,000 119,984 59,280 105,300 15,919 257,728 10,000 - 43,834 80,000 51,451 137,387 57,449 25,779 134,973 - - 29,254 29,417 5,640 980 - 1,641 2,485 - - - 31,593 309 254,683 107,198 104,489 35,219 564,191 1,301,359 |
21,984 36,211 185,000 88,000 100,000 20,300 190,000 40,000 - 80,000 59,280 105,300 15,919 257,728 - 21,843 43,834 - 51,451 137,387 57,449 25,769 134,973 11,000 4,075 - - 5,640 980 - 1,641 2,485 10 1 1,560 31,593 - 254,683 107,198 104,489 35,219 564,191 1,301,359 |
1,995 1,062 10,000 8,800 10,000 700 133,333 - 7,800 12,000 1,092 4,362 - 12 200 - 886 8,000 (Note1) 0.099 222 5,739 4,560 - - 2,500 2,100 114 (Note1) (Note1) (Note1) 0.3 - - - 1,091 0.001 1,209 3,500 6 12 30,376 53,958 |
99.75% 100.00% 100.00% 88.00% 100.00% 70.00% 40.00% - 39.00% 100.00% 52.00% 60.00% 49.00% 67.00% 1.00% - 88.60% 100.00% 50.02% 99.00% 69.88% 60.23% 100.00% - - 100.00% 100.00% 11.40% 90.00% 68.00% 70.00% 100.00% - - - 100.00% 1.00% 100.00% 100.00% 100.00% 100.00% 51.38% 48.07% |
22,560 19,710 260,895 58,786 191,113 35,644 286,920 - 284,704 120,758 84,905 107,662 36,230 311,015 7,300 - 42,733 69,843 142,505 29,645 62,989 83,725 161,888 - - 33,946 34,593 6,416 (15,500) 12,603 1,191 4,256 - - - 134,053 232 410,339 90,358 146,913 147,819 642,461 1,040,700 |
1,995 1,062 10,000 8,800 10,000 700 133,333 - 7,800 12,000 1,092 4,362 - 12 200 2,500 886 8,000 (Note1) - 222 5,739 4,560 1,100 13 2,500 2,100 114 (Note1) (Note1) (Note1) 0.3 1 0.001 0.001 1,091 0.001 1,209 3,500 6 12 30,376 53,958 |
99.75% 100.00% 100.00% 88.00% 100.00% 70.00% 40.00% - 39.00% 100.00% 52.00% 60.00% 49.00% 67.00% 1.00% 100.00% 88.60% 100.00% 50.02% 99.00% 69.88% 60.23% 100.00% 52.38% 58.18% 100.00% 100.00% 11.40% 90.00% 68.00% 70.00% 100.00% 0.02% - 1.00% 100.00% 1.00% 100.00% 100.00% 100.00% 100.00% 51.38% 48.07% |
450 3,875 31,244 (1,374) 64,604 16,655 42,744 - 90,251 805 51,378 11,270 14,983 38,278 90,251 7,103 11,280 (4,467) 8,218 (4,386) 2,696 11,107 18,542 8,070 - 7,103 8,070 11,280 (87) 6,755 - (1,776) - - - 31,391 (4,386) 22,661 (30,147) 36,325 38,956 26,616 (20,946) |
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - |
Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates |
- 266 -
| Investor | Investee | Location | Main Businesses and Products | Original investment Amount | Original investment Amount | Balances as of December 31, 2023 | Balances as of December 31, 2023 | Balances as of December 31, 2023 | Maximum percentage of ownership during 2023 |
Maximum percentage of ownership during 2023 |
Net Income (Loss) of the Investee |
Investment Income (Loss) |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2023 |
December 31, 2022 |
Shares | Percentage of Ownership |
Carrying Value |
Shares | Percentage of Ownership |
|||||||
| DFI AEWIN AEWIN Wise Way ACE ACE Cyber South Cyber South ACE STC ACE AEG DIC DIC DIC DIVA DIVA DIVA DIVA DIVA DIVA Diva Capital lnc. QUBYX Limited QUBYX Limited EASCHK MTG MTG MTG MTG MTG MTG MTG MTG MTG Epic Cloud Epic Cloud AdvancedTEK Statnic Simula Simula |
Brainstorm Wise Way Aewin Tech Inc. Bright Profit Cyber South Hong Kong Ace Pillar Enterprise Company Limited Proton Inc. Ace Tek (HK) Holding Co., Ltd. STC Standard Technology Corp. AEG Blue Walker GmbH Data Image (Mauritius) Corporation DIVA DMC Components International, LLC DIVA Laboratories GmbH DIVA Laboratories U.S., LLC Panoramic Imaging Solutions Inc. Diva Capital lnc. QUBYX Limited The Linden Group Corp. Diva Holding lnc. QUBYX LTD QUBYX Software Technologies Inc Expert Alliance Smart Technology Co., Ltd. Ginnet Epic Cloud Corex Statinc Grandsys Inc. AdvancedTEK Everlasting Digital ESG Co., Ltd. MRU Brainstorm Ginnet Statinc APEO Human Capital Services Corp. Datta Aspire Asia Inc. Simula TechnologyCorp. |
USA Anguilla USA Hong Kong Samoa Hong Kong Samoa Hong Kong Taiwan British Virgin Islands Taiwan Germany Mauritius Taiwan Orlando, USA Germany USA Taiwan Samoa UK USA Samoa France USA Macao Taiwan Taiwan South Africa Taiwan Taiwan Taiwan Taiwan Taiwan USA Taiwan Taiwan Taiwan Taiwan British Virgin Islands USA |
Wholesale and retail of computer and peripheral products software Investment and holding activity Wholesale of computer peripheral products and software Investment and holding activity Investment and holding activity Sales of automation mechanical transmission system and component Investment and holding activity Investment and holding activity Sales of semiconductor optoelectronic equipment and consumables, and equipment maintenance services Investment and holding activity Energy service Sales and service of energy management product Investment and holding activity Manufacture and sales of medical consumables and equipment Agency sales Sales of monitor Sales of monitor Sales of monitor Investments in Mainland China Sales and software development Sales of monitor Investments in Mainland China Sales and software development Sales and software development Sales of electronic products and smart services Sales of network and information and communication hardware and software Software and data processing services Sales, purchase, import and export of electronic products Market research, marketing consultant and data processing service Data software and data processing service Applications implement services Sales and software development R&D and sales of computer information system Wholesale and retail of computers and peripherals product Sales of network and information and communication hardware and software Market research, marketing consultant and data processing service Implementaion of application software services Market research, marketing consultant and data processing service Investment and holding activity Sales in North America |
501,582 46,129 77,791 46,129 107,041 5,120 527,665 4,938 187,000 21,727 166,760 138,804 518,381 625,680 24,304 25,092 35,858 24,600 52,908 - 30,015 52,598 - - 381 120,001 55,000 251,872 69,983 94,547 30,091 5,000 31,000 530,075 172 40 2,060 20,000 286,764 15,699 |
501,582 46,129 77,791 46,129 107,041 5,120 527,665 4,938 187,000 21,727 166,760 138,804 518,381 625,680 24,304 25,092 35,858 24,600 52,908 17,815 30,015 52,598 38 - 381 119,142 27,500 251,872 69,983 94,547 30,091 5,000 31,000 - 172 40 2,060 20,000 286,764 15,699 |
- 1,500 2,560 1,500 4,669 1,200 17,744 150 6,084 600 4,993 (Note1) 20,215 20,856 300 - - 2,500 - - - - - - 100 10,525 5,500 1 1,754 5,643 1,153 500 2,000 233 10 1 200 2,000 9,403 500 |
- 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 60.00% 100.00% 99.86% 100.00% 100.00% 35.55% 30.00% 100.00% 100.00% 100.00% 100.00% - 19.00% 100.00% - - 100.00% 79.73% 100.00% 100.00% 34.99% 20.96% 34.09% 29.41% 100.00% 35.09% 0.08% 0.02% 100.00% 100.00% 100.00% 100.00% |
- 99,601 14,992 146,275 537,147 4,714 417,001 2,595 218,794 111,374 204,487 170,924 472,173 622,870 8,874 1,179 14,498 24,156 9,635 - (1,590) 9,630 - - 6,636 180,736 61,848 181,325 81,103 114,326 38,499 2,307 28,023 523,206 172 40 2,692 6,962 116,274 44,911 |
233 1,500 2,560 1,500 4,669 1,200 17,744 150 6,084 600 4,993 (Note1) 20,215 20,856 300 - - 2,500 - 2 - - 1 - 100 10,525 5,500 1 1,754 5,643 1,153 500 2,000 233 10 1 200 2,000 9,403 500 |
- 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 60.00% 100.00% 99.86% 100.00% 100.00% 35.55% 30.00% 100.00% 100.00% 100.00% 100.00% 60.00% 19.00% 100.00% 100.00% 100.00% 100.00% 79.73% 100.00% 100.00% 34.99% 20.96% 34.09% 29.41% 100.00% 35.09% 0.08% 0.02% 100.00% 100.00% 100.00% 100.00% |
- (39,600) (3,070) (39,601) (36,131) (1,320) (36,653) 457 15,044 14,578 25,114 24,094 62,916 73,617 3,163 (220) 2,709 (1,510) 1,253 - (37,661) 1,253 - - (4,214) 9,677 7,346 (65,054) (1,227) 42,837 13,508 (3,459) 2,442 16,230 9,677 (1,227) 169 (5,488) (30,688) 2,739 |
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - |
Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Associate Affiliates Affiliates Affiliates Affiliates Associate Associate Affiliates Associate Associate Affiliates Affiliates Affiliates Affiliates Affiliates Associate Affiliates Associate Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates |
- 267 -
| Investor | Investee | Location | Main Businesses and Products | Original investment Amount | Original investment Amount | Balances as of December 31, 2023 | Balances as of December 31, 2023 | Balances as of December 31, 2023 | Maximum percentage of ownership during 2023 |
Maximum percentage of ownership during 2023 |
Net Income (Loss) of the Investee |
Investment Income (Loss) |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2023 |
December 31, 2022 |
Shares | Percentage of Ownership |
Carrying Value |
Shares | Percentage of Ownership |
|||||||
| Simula Simula Aspire Asia Inc. Aspire Asia Inc. GSC GSC Alpha Alpha Alpha Alpha Alpha Alpha Alpha Alpha Alpha Enrich Enrich Enrich Enrich Hitron Hitron Hitron Hitron Hitron Hitron |
Simula Company Limited Action Star Technology Co.,Ltd. Aspire Electronics Corp. Simula Company Limited Bigmin Bio-Tech Company Ltd. E-Strong Medical Technology Co., Ltd. AH Alpha Solutions Alpha USA Alpha HK ATS Enrich Hitron D-Link Asia Alpha VN IDT Transnet APL Rapidtek HSM IDT HVN HUS HBV HTG |
Hong Kong Taiwan Samoa Hong Kong Taiwan Taiwan Cayman Japan USA Hong Kong USA Taiwan Taiwan Singapore Vietnam Taiwan Taiwan Taiwan Taiwan Samoa Taiwan Vietnam USA The Netherlands Taiwan |
Investment and holding activity Manufacture of computer and periherals products Investment and holding activity Investment and holding activity Sale of alcohol and medical disinfectant Manufacture of alcohol and dialysate Investment and holding activity Sale of network equipment, components and technical services Sale, marketing and procurement service in USA Investment and holding activity Post-sale service Investment and holding activity Marketing on system integration of communication production and telecommunication products Investment in manufacturing business Manufacture and sales of network products Telecommunication and broadband network system services Operating in network communication products, provide system support services, integrated supply and import and export of network equipment Sale of network equipment, components and technical services Antenna design and production and sales of RF testing products International trade Telecommunication and broadband network system services Production and sale of broadband telecommunications products International trade International trade Investment |
187,625 983,858 95,099 181,726 20,250 310,112 - 5,543 51,092 3,143,628 260,497 400,000 4,811,000 - 1,195,424 189,523 50,000 80,000 108,750 172,179 126,091 1,511,735 90,082 59,604 20,000 |
187,625 983,858 95,099 181,726 20,250 310,112 208,500 5,543 51,092 3,143,628 260,497 400,000 4,811,000 1,692,805 703,056 189,523 50,000 80,000 108,750 642,697 126,091 1,511,735 90,082 59,604 20,000 |
50,500 32,001 2,188 46,033 1,500 23,687 - 1 1,500 780,911 8,100 40,000 200,000 - - 2,575 5,000 8,000 1,751 5,850 16,703 (Note1) 300 15 2,000 |
52.31% 59.35% 95.10% 47.69% 100.00% 71.03% - 100.00% 100.00% 100.00% 100.00% 100.00% 62.24% - 100.00% 5.61% 100.00% 98.92% 5.84% 100.00% 36.39% 100.00% 100.00% 100.00% 100.00% |
116,676 961,481 10,079 106,357 31,343 308,976 - 17,676 172,138 2,256,923 191,730 312,957 3,928,462 (Note3) 929,750 119,772 16,739 49,980 107,298 187,851 638,399 2,798,108 294,821 66,652 3,440 |
50,500 32,001 2,188 46,033 1,500 23,687 6,464 1 1,500 780,911 8,100 40,000 200,000 86,946 - 2,575 5,000 8,000 1,500 5,850 16,703 (Note1) 300 15 2,000 |
52.31% 59.35% 95.10% 47.69% 100.00% 71.03% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 62.24% 100.00% 100.00% 6.40% 100.00% 98.92% 6.01% 100.00% 41.49% 100.00% 100.00% 100.00% 100.00% |
(47,289) 9,370 (8,578) (47,289) 4,561 4,521 - 234 13,822 110,387 4,041 1,355 4,879 (20,782) (178,500) 261,763 44 (13,295) 12,223 49,396 261,763 381,925 (82,795) (35,857) (4) |
- - - - - - - - - - - - - - - - - - - - - - - - - |
Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Associate Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates |
(Note1)There was no shares as the company is a limited liability company.
(Note2)The above intercompany transactions have been eliminated when preparing the consolidated financial statements.
(Note3)On December 28, 2023, Alpha entered into a stock transfer agreement to dispose the entire ownership of D-link Asia and Alpha DGF, which were reclassified as non-current assets held for sale.
- 268 -
QISDA CORPORATION AND SUBSIDIARIES Information on investments in Mainland China
For the year ended December 31, 2023
(Amounts in thousands of New Taiwan dollars and other currencies, unless specified otherwise)
Table 10
A. Qisda Corporation
- Information on investments in Mainland China:
| Investee Company Name | Main Businesses and Products | Total Amount of Paid-in Capital |
Method of Investment |
Accumulated Outflow of Investment from Taiwan as of January 1, 2023 |
Investment Flows | Investment Flows | Accumulated Outflow of Investment from Taiwan as of December 31, 2023 |
Net Income (Loss) of Investee |
% of Ownership of Direct or Indirect Investment |
Maximum percentage of ownership during 2023 |
Maximum percentage of ownership during 2023 |
Investment Income (Loss) |
Carrying Value as of December 31, 2023 |
Accumulated Inward Remittance of Earnings as of December 31, 2023 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outflow | Inflow | Shares | Percentage of Ownership |
|||||||||||
| Qisda (Suzhou) Co., Ltd. (“QCSZ”) Qisda Optronics (Suzhou) Co., Ltd. (“QCOS”) Qisda (Shanghai) Co., Ltd. (“QCSH”) BenQ Medical (Shanghai) Co., Ltd. (“BMSH”) Qisda Electronics (Suzhou) Co., Ltd. (“QCES”) Qisda Precision Industry (Suzhou) Co., Ltd. (“QCPS”) BenQ Intelligent Technology (Shanghai) Co., Ltd. (“BQC_RO”) BenQ Technology (Shanghai) Co., Ltd. (“BQls”) ShengCheng Trading (Shanghai) Co., Ltd. (“BQsha_EC2”) Nanjing BenQ Hospital Co., Ltd. (“NMH”) Suzhou BenQ Hospital Co., Ltd. (“SMH”) Nanjing Silvertown Health & Development Co., Ltd. (“NSHD”) BenQ Guru Software Co., Ltd. (“GSS”) BenQ Hospital Management Consulting (Nanjing) Co., Ltd.(“NMHC”) Suzhou BenQ Investment Co., Ltd. (“BIC”) BenQ Biotech (Shanghai) Co., Ltd. (“BBC”) Guangxi Youshan Medical Technology Co., Ltd. (“Youshan”) |
Manufacture of monitors and communication devices Manufacture of projectors Manufacture of monitors Sale of medical consumable and equipment Manufacture of LCD module Manufacture of plastic parts Sales of brand-name electronic products in China markets Sales of brand-name electronic products Sales of brand-name electronic products Medical services Medical services Medical services R&D and sales of computer information systems Medical management consulting Investment and holding activity Manufacture and sales of medical consumables and equipment Sales of medical consumables and equipment |
2,275,500 (USD 74,000) 41,820 (USD 1,360) 362,850 (USD 11,800) 383,145 (USD 12,460) 2,044,875 (USD 66,500) 153,750 (USD 5,000) 92,250 (USD 3,000) 30,750 (USD 1,000) 3,075 (USD 100) 5,596,961 (USD 182,015) 2,610,404 (CNY 601,975) 30,750 (USD 1,000) 922,500 (USD 30,000) 433,640 (CNY 100,000) 405,900 (USD 13,200) 867,280 (CNY 200,000) 26,018 (CNY 6,000) |
(Note 1) (Note 10) (Note 1) (Note 1) (Note 1) (Note 1) (Note 1) (Note 1) (Note 11) (Note 1) (Note 1) (Note 1) (Note 9) (Note 12) (Note 1) (Note 2) (Note 14) |
2,183,250 (USD 71,000) - 362,850 (USD 11,800) 383,145 (USD 12,460) 1,476,000 (USD 48,000) 146,063 (USD 4,750) 92,250 (USD 3,000) 6,150 (USD 200) - 4,249,896 (USD 138,208) 1,677,320 (USD 54,547) 30,320 (USD 986) 194,894 (USD 6,338) 87,238 (USD 2,837) 298,275 (USD 9,700) 888,962 (CNY 205,000) - |
- - - - - - - - - 4,268,531 (USD 138,814) 1,737,867 (USD 56,516) 28,382 (USD 923) - 81,549 (USD 2,652) - 216,820 (CNY 50,000) - |
- - - - - - - - - - - - - - - - - |
2,183,250 (USD 71,000) - 362,850 (USD 11,800) 383,145 (USD 12,460) 1,476,000 (USD 48,000) (Note 8) 146,063 (USD 4,750) 92,250 (USD 3,000) 6,150 (USD 200) (Note 7) - 8,518,427 (USD 277,022) 3,415,187 (USD 111,063) 58,702 (USD 1,909) 194,894 (USD 6,338) 168,787 (USD 5,489) 298,275 (USD 9,700) (Note 6) 1,105,782 (CNY 255,000) (Note 14) |
595,756 (3,995) 64,084 179,827 (15,085) 2,830 367,117 13,784 11,402 380,398 411,353 (814) 141 (29,572) 4,528 (99,053) 26,815 |
100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 95.02% 95.02% 95.02% 95.02% 14.25% 100.00% 70.00% 38.50% |
- - - - - - - - - - - - - - - - - |
100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 95.02% 95.02% 95.02% 95.02% 14.25% 100.00% 70.00% 38.50% |
595,756 (Note 3) (3,995) (Note 4) 64,084 (Note 3) 179,827 (Note 3) (15,085) (Note 4) 2,830 (Note 4) 367,117 (Note 3) 13,784 (Note 4) 11,402 (Note 4) 361,454 (Note 3) 390,868 (Note 3) (773) (Note 4) 134 (Note 4) (4,214) (Note 4) 4,528 (Note 4) (69,337) (Note 4) 10,324 (Note 4) |
11,597,434 20,374 1,825,130 4,420,920 (1,537,050) 451,512 2,059,609 108,840 67,629 3,606,493 1,614,670 20,835 796,445 165,798 (Note 16) 14,738 667,389 25,971 |
- - - 449,042 (USD 14,603) - - - - - - - - - - - - - |
- 269 -
| Investee Company Name | Main Businesses and Products | Total Amount of Paid-in Capital |
Method of Investment |
Accumulated Outflow of Investment from Taiwan as of January 1, 2023 |
Investment Flows | Investment Flows | Accumulated Outflow of Investment from Taiwan as of December 31, 2023 |
Net Income (Loss) of Investee |
% of Ownership of Direct or Indirect Investment |
Maximum percentage of ownership during 2023 |
Maximum percentage of ownership during 2023 |
Investment Income (Loss) |
Carrying Value as of December 31, 2023 |
Accumulated Inward Remittance of Earnings as of December 31, 2023 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outflow | Inflow | Shares | Percentage of Ownership |
|||||||||||
| Wangcheng Medical Technology (Chengdu) Co., Ltd (“Wangcheng”) Shanghai Filter Technology Co.,Ltd (“Filter”) Shanghai Perfusion Medical Technology Co.,Ltd (“Perfusion”) Guigang Donghui Medical Investment Co., Ltd. Shanghai Zhenglang Medical Equipment Co.,Ltd Jiangsu Yudi Optical Co.,Ltd (“Yudi”) |
Sales of medical consumables and equipment Sales of medical consumables and equipment R&D and manufacture of medical consumables and equipment Medical services Sales of medical consumables and equipment Sales and manufacture of optical lens |
8,673 (CNY 2,000) 325,230 (CNY 75,000) 21,682 (CNY 5,000) 2,928,236 (CNY 675,269) 26,018 (CNY 6,000) 350,728 (CNY 80,880) |
(Note 14) (Note 14) (Note 14) (Note 13) (Note 14) (Note 15) |
- - - - - - |
- - - - - - |
- - - - - - |
(Note 14) (Note 14) (Note 14) (Note 13) (Note 14) (Note 15) |
1,979 (7,784) (2,067) (690,864) 10,080 155,307 |
49.00% 70.00% 35.70% 13.43% 35.70% 20.01% |
- - - - |
49.00% 70.00% 35.70% 13.43% 35.70% 20.01% |
970 (Note 4) (5,449) (Note 4) (738) (Note 4) (92,783) (Note 4) 3,599 (Note 4) 31,077 (Note 4) |
6,956 222,123 7,012 346,238 (Note 16) 14,504 452,462 (Note 16) |
- - - - - |
-
(Note 1) Indirect investment in Mainland China is through a holding company established in a third country.
-
(Note 2) Direct investment in Mainland China.
-
(Note 3)Investment income or loss was recognized based on the audited financial statements issued by the auditors of the company or International CPA firm that has a cooperative relationship with ROC CPA firm.
-
(Note 4) Investment income or loss was recognized based on the unaudited financial statements of the company.
-
(Note 5)The above amounts were translated into New Taiwan dollars at the exchange rate of US$1 = NT$30.75 and CNY$1=NT$4.3364.
-
(Note 6) The amount of GRHK reinvestments US$3,500 thousand were excluded.
-
(Note 7) The amount of QCES reinvestments US$800 thousand were excluded.
-
(Note 8) The amount of QCES reinvestments US$18,500 thousand were excluded.
-
(Note 9) The investment was from the operating capital of BBM.
-
(Note 10) The reinvestments were from the distribution of dividends of QLLB.
-
(Note 11) The reinvestments were from the distribution of dividends of BQHK.
-
(Note 12) NSHD is established by NMH's asset division.
-
(Note 13) The investment was from the operating capital of NMH.
-
(Note 14) The investment was from the operating capital of BBC.
-
(Note 15) The investment was from the operating capital of QCES.
-
(Note 16) Accounting for investments using equity method.
-
(Note 17) The above amounts have been eliminated when preparing the consolidated financial statement, except for NSHD, Guigang Donghui Medical Investment Co., Ltd. and Yudi , which was classified as investments accounted for using equity method.
2. Limits on investments in Mainland China:
| Accumulated Investment in Mainland China as of December 31, 2023 |
Investment Amounts Authorized by Investment Commission, MOEA |
Upper Limit on Investment |
|---|---|---|
| 18,409,762 (USD 562,731 and CNY 255,000) |
17,610,740 (Note 18) (USD 572,707) |
(Note 19) |
-
(Note 18)The investments amount of $6,116,329 (US$198,905) have yet to be authorized by Investment Commission, MOEA. (Note 19) Since the Company has obtained the Certificate of Headquarter Operation, there is no upper limit on investment in Mainland China.
-
Significant transactions with investee companies in Mainland China:
The transactions between parent and investee companies in Mainland China have been eliminated when preparing the consolidated financial statements. Please refer to section “Information on Significant Transactions” and “Business relationships and significant intercompany transactions” for detail description.
- 270 -
B. BenQ Material Corporation
- Information on investments in Mainland China:
| Investee Company Name |
Main Businesses and Products |
Total Amount of Paid-in Capital |
Method of Investment |
Accumulated Outflow of Investment from Taiwan as of January 1, 2023 |
Investment Flows | Investment Flows | Accumulated Outflow of Investment from Taiwan as of December 31, 2023 |
Net Income (Loss) of Investee |
% of Ownership of Direct or Indirect Investment |
Maximum percentage of ownership during 2023 |
Maximum percentage of ownership during 2023 |
Investment Income (Loss) |
Carrying Value as of December 31, 2023 |
Accumulated Inward Remittance of Earnings as of December 31, 2023 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outflow | Inflow | Shares | Percentage of Ownership |
|||||||||||
| Daxon Biomedical (Suzhou) Co., Ltd. (“DTB”) BenQ Material (Suzhou) Co., Ltd. (“BMS”) BenQ Materials (Wuhu) Co., Ltd. (“BMW”) BenQ Materials Medical Supplies (Suzhou) Co., Ltd. (“BMM”) Suzhou Sigma Medical Supplies Co., Ltd. (“SMSZ”) |
Service and sales of medical consumables Manufacture of optoelectronics film Manufacture and sales of optoelectronics film and cosmetics Manufacture and sales of medical consumables Sales of medical consumables and equipment |
246,000 (USD8,000) 47,700 (CNY11,000) 346,912 (CNY80,000) 65,046 (CNY15,000) 22,202 (USD722) |
(Note 4) (Note 1) (Note 1) (Note 4) (Note 3) |
891,750 (USD29,000) - 173,456 (CNY 40,000) - 22,202 (USD722) |
- - - - - |
641,550 (USD 21,000) - - - - |
246,000 (USD 8,000) - 173,456 (CNY 40,000) (Note 5) 22,202 (USD 722) - |
62,933 11,963 (84,788) 1,175 (1) |
100.00% 100.00% 100.00% 100.00% 100.00% |
- - - - - |
100.00% 100.00% 100.00% 100.00% 100.00% |
62,933 (Note 2) 11,963 (Note 2) (83,481) (Note 2) 1,175 (Note 2) (1) (Note 2) |
1,907,217 (Note 6) 37,864 (Note 6) (265,293) (Note 6) 46,477 (Note 6) 1,075 (Note 6) |
- - - - - |
- Limits on investments in Mainland China:
| Investee Company Name | Accumulated Investment in Mainland China as of December 31, 2023 |
Investment Amounts Authorized by Investment Commission, MOEA |
Upper Limit on Investment |
|---|---|---|---|
| BMC | 419,456 (USD8,000 and CNY40,000) |
531,986 (USD8,000 and CNY65,950) |
(Note 7) |
| SGM | 22,202 (USD722) |
22,202 (USD722) |
80,000 |
(Note 1) Indirect investment in Mainland China is through a holding company established in a third country.
(Note 2) Investment income or loss was recognized based on the audited financial statements issued by the auditors of BMC.
(Note 3) Direct investment in Mainland China.
(Note 4) The reinvestments were from the distribution of dividends of BMLB.
(Note 5) The amount of BMLB reinvestments CNY$10,950 thousand were excluded.
(Note 6) The above amounts have been eliminated when preparing the consolidated financial statements.
(Note 7) Since BenQ Material Corporation has obtained the Certificate of Headquarter Operation, there is no upper limit on investment in Mainland China.
(Note 8) The above amounts were translated into New Taiwan dollars at the exchange rate of US$1 = NT$30.75 and CNY$1=NT$4.3364.
3. Significant transactions with investee companies in Mainland China:
The transactions between BMC and its investee companies in Mainland China have been eliminated when preparing the consolidated financial statements. Please refer to section “Information on Significant Transactions” and “Business relationships and significant intercompany transactions” for detail description.
- 271 -
C. BenQ Medical Technology Corp.
- Information on investments in Mainland China
| Investee Company Name |
Main Businesses and Products |
Total Amount of Paid-in Capital |
Method of Investment |
Accumulated Outflow of Investment from Taiwan as of January 1, 2023 |
Investment Flows | Investment Flows | Accumulated Outflow of Investment from Taiwan as of December 31, 2023 |
Net Income (Loss) of Investee |
% of Ownership of Direct or Indirect Investment |
Maximum percentage of ownership during 2023 |
Maximum percentage of ownership during 2023 |
Investment Income (Loss) |
Carrying Value as of December 31, 2023 |
Accumulated Inward Remittance of Earnings as of December 31, 2023 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outflow | Inflow | Shares | Percentage of Ownership |
|||||||||||
| LILY Medical (Suzhou) Co., Ltd. (“ALS”) BenQ Medical Technology (Shanghai) Ltd. (“BMTS”) TDX Medical Technology (Jiangsu) Co., Ltd. (“TDX”) Suzhou Trident Original Medical Technology Co., Ltd. K2 (Shanghai) International Medical Inc. |
Sales of medical consumables and equipment Agency of international and entrepot trade business Sales of medical consumables and equipment Sales of medical consumables and equipment Sales of medical consumables |
30,750 ( USD 1,000) 6,458 ( USD 210) 86,720 (CNY 20,000) 8,672 (CNY 2,000) 38,438 (USD 1,250) |
(Note 2) (Note 1) (Note 2) (Note 3) (Note 2) |
30,750 ( USD 1,000) 6,458 ( USD 210) 34,688 (CNY 8,000) - 59,440 (USD 1,933) |
- - - - - |
- - (Note 9) - - |
30,750 ( USD 1,000) 6,458 ( USD 210) 34,688 (CNY 8,000) - 59,440 (USD 1,933) |
3,913 (593) 13,178 36,887 14,108 |
100.00% 100.00% 40.00% 22.00% 100.00% |
(Note 8) (Note 8) (Note 8) (Note 8) (Note 8) |
100.00% 40.00% 22.00% 100.00% 100.00% |
3,913 (Note 6) (593) (Note 5) 5,548 (Note 5) 3,104 (Note 5) 14,775 (Note 6) |
20,920 (Note 4) 1,162 (Note 4) - - 50,384 (Note 4) |
- - - - - |
-
(Note 1) Indirect investment in Mainland China is through a holding company established in a third country.
-
(Note 2) Direct investment in Mainland China.
-
(Note 3) Invested in Mainland China is through TDX Medical Technology (Jiangsu) Co., Ltd.
-
(Note 4) The above amounts have been eliminated when preparing the consolidated financial statements.
-
(Note 5) Investment income or loss was recognized based on the unaudited financial statements of the company.
-
(Note 6) Investment income or loss was recognized based on the audited financial statements issued by the auditors of BMTC.
-
(Note 7) The above amounts were translated into New Taiwan dollars at the exchange rate of US$1 = NT$30.75 and CNY$1=NT$4.3364.
-
(Note 8) There was no shares as the investee company is a limited liability company.
(Note 9) In December 2023, BMTC disposed 40% ownership of TDX. As of December 31, 2023, the amount has yet to be collected and were recognized in other receivables.
2. Limits on investments in Mainland China:
| Investee Company Name | Accumulated Investment in Mainland China as of December 31, 2023 |
Investment Amounts Authorized by Investment Commission, MOEA |
Upper Limit on Investment |
|---|---|---|---|
| BMC | 65,438 (USD 1,000 and CNY 8,000) |
(USD 2,827) 86,930 |
659,896 |
| SGM | 6,458 (USD 210) |
6,458 (USD 210) |
121,201 |
| K2 | 59,440 (USD 1,933) |
59,440 (USD 1,933) |
380,693 |
3. Significant transactions with investee companies in Mainland China:
The transactions between BMTC and its investee companies in Mainland China have been eliminated when preparing the consolidated financial statements. Please refer to section “Information on Significant Transactions” and “Business relationships and significant intercompany transactions” for detail description.
- 272 -
D. Partner Tech Corp.
- Information on investments in Mainland China
| Investee Company Name |
Main Businesses and Products |
Total Amount of Paid-in Capital |
Method of Investment |
Accumulated Outflow of Investment from Taiwan as of January 1, 2023 |
Investment Flows | Investment Flows | Accumulated Outflow of Investment from Taiwan as of December 31, 2023 |
Net Income (Loss) of Investee |
% of Ownership of Direct or Indirect Investment |
Maximum percentage of ownership during 2023 |
Maximum percentage of ownership during 2023 |
Investment Income (Loss) |
Carrying Value as of December 31, 2023 |
Accumulated Inward Remittance of Earnings as of December 31, 2023 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outflow | Inflow | Shares | Percentage of Ownership |
|||||||||||
| Partner Tech (Shanghai) Co., Ltd. (“PTCM”) |
Sales, purchase, import and export of electronic products |
107,625 ( USD 3,500) |
(Note 1) | 107,625 ( USD 3,500) |
- | - | 107,625 ( USD 3,500) |
(12,850) | 100.00% | - | 100.00% | (12,850) (Note 2) |
57,664 | - |
(Note 1) Indirect investment in Mainland China is through a holding company established in a third country.
(Note 2) Investment income or loss was recognized based on the audited financial statements issued by the auditors of PTT.
(Note 3) The above amounts were translated into New Taiwan dollars at the exchange rate of US$1 = NT$30.75.
(Note 4) The above amounts have been eliminated when preparing the consolidated financial statements.
2. Limits on investments in Mainland China:
| 2. Limits on investments | in Mainland China: | ||
|---|---|---|---|
| Investee Company Name |
Accumulated Investment in Mainland China as of December 31, 2023 |
Investment Amounts Authorized by Investment Commission, MOEA |
Upper Limit on Investment |
| PTT | 107,625 (USD 3,500) |
212,360 (USD 6,906) |
695,962 |
3. Significant transactions with investee companies in Mainland China:
The transactions between PTT and its investee companies in Mainland China have been eliminated when preparing the consolidated financial statements. Please refer to section “Information on Significant Transactions” and “Business relationships and significant intercompany transactions” for detail description.
- 273 -
E. DFI Inc.
- Information on investments in Mainland China
| Investee Company Name |
Main Businesses and Products |
Total Amount of Paid-in Capital |
Method of Investment |
Accumulated Outflow of Investment from Taiwan as of January 1, 2023 |
Investment Flows | Investment Flows | Accumulated Outflow of Investment from Taiwan as of December 31, 2023 |
Net Income (Loss) of Investee |
% of Ownership of Direct or Indirect Investment |
Maximum percentage of ownership during 2023 |
Maximum percentage of ownership during 2023 |
Investment Income (Loss) |
Carrying Value as of December 31, 2023 (Note 7) |
Accumulated Inward Remittance of Earnings as of December 31, 2023 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outflow | Inflow | Shares | Percentage of Ownership |
|||||||||||
| Yan Ying Hao Trading (ShenZhen) Co., Ltd. (“DYTH”) Yan Tong Infotech (Dongguan) Co., Ltd. (“DYTI”) |
Wholesale, import and export of industrial motherboards and component Manufacture and sales of industrial motherboards and component |
- 13,840 |
(Note 1) (Note 1) |
- - |
- - |
- - |
- - |
6,898 (30,156) |
100.00% - |
- - |
100.00% 100.00% |
6,898 (Note 2) (30,156) (Note 2) |
(Note 9) 18,880 |
97,179 - |
2. Limits on investments in Mainland China:
| 2. Limits on investments in Mainland China: | |||
|---|---|---|---|
| Investee Company Name | Accumulated Investment in Mainland China as of December 31, 2023 |
Investment Amounts Authorized by Investment Commission, MOEA |
Upper Limit on Investment |
| DFI | - (Note 3) |
64,114 (USD 2,085) (Note 5 and 6) |
(Note 4) 2,989,729 |
- (Note 1) Indirect investment in Mainland China is through a holding company established in a third country.
(Note 2) Investment income or loss was recognized based on the audited financial statements issued by the auditors of DFI.
(Note 3) The reinvestments and authorized amount of DFI's subsidiaries is excluded from DFI's accumulated investment amounts and the investment amounts authorized by Investment Commission, MOEA. (Note 4) Pursuant to “Principle of Investment or Technical Cooperation in Mainland China”, investment amounts in Mainland China shall not exceed the 60% net worth of the company.
(Note 5) The investment amount of Dongguan Ri Tong Trading Co., Ltd. that has been liquidated was approved by Investment Commission, MOEA in August 2014 and had been deducted in the investment amount. (Note 6) The earnings that has been remitted to DFI by DYTI was approved by the Investment Commission of the MOEA in February 2017 and had been deducted in the investment amount.
- (Note 7) The above amounts have been eliminated when preparing the consolidated financial statements.
(Note 8) The above amounts were translated into New Taiwan dollars at the exchange rate of US$1 = NT$30.75.
- (Note 9) The liquidation of Yan Tong Infotech (Dongguan) Co., Ltd. had been completed in August 2023 and the deregistration had been completed in November 2023.
3. Significant transactions with investee companies in Mainland China:
The transactions between DFI and its investee companies in Mainland China have been eliminated when preparing the consolidated financial statements. Please refer to section “Information on Significant Transactions” and “Business relationships and significant intercompany transactions” for detail description.
- 274 -
F. Aewin Technologies Co., Ltd.
- Information on investments in Mainland China
| Investee Company Name |
Main Businesses and Products |
Total Amount of Paid-in Capital |
Method of Investment |
Accumulated Outflow of Investment from Taiwan as of January 1, 2023 |
Investment Flows | Investment Flows | Accumulated Outflow of Investment from Taiwan as of December 31, 2023 |
Net Income (Loss) of Investee |
% of Ownership of Direct or Indirect Investment |
Maximum percentage of ownership during 2023 |
Maximum percentage of ownership during 2023 |
Investment Income (Loss) |
Carrying Value as of December 31, 2023 (Note 5) |
Accumulated Inward Remittance of Earnings as of December 31, 2023 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outflow | Inflow | Shares | Percentage of Ownership |
|||||||||||
| Aewin (Shenzhen) Technologies Co., Ltd. Aewin Beijing Technologies Co., Ltd. |
Wholesale of computer peripheral products and software Wholesale of computer peripheral products and software |
46,129 15,265 |
(Note 1) (Note 2) |
46,129 - |
- - |
- - |
46,129 - |
1,415 (39,601) |
100.00% 100.00% |
- - |
100.00% 100.00% |
(39,601) (Note 3) 1,415 (Note 3) |
146,269 (741) |
- - |
- Limits on investments in Mainland China:
| 2. Limits on investments in Mainland China: | |||
|---|---|---|---|
| Investee Company Name | Accumulated Investment in Mainland China as of December 31, 2023 |
Investment Amounts Authorized by Investment Commission, MOEA |
Upper Limit on Investment |
| AEWIN | 46,129 (USD 1,500) |
(USD 2,000) 61,500 |
(Note 4) 753,616 |
(Note 1) Indirect investment in Mainland China is through a holding company established in a third country.
(Note 2) Invested in Mainland China through Aewin Beijing Technologies Co., Ltd.
(Note 3) Investment income or loss was recognized based on the audited financial statements by the auditors of AEWIN. (Note 4) Pursuant to “Principle of Investment or Technical Cooperation in Mainland China”, investment amounts in Mainland China shall not exceed the 60% net worth of the company.
(Note 5) The above amounts have been eliminated when preparing the consolidated financial statements.
- (Note 6) The above amounts were translated into New Taiwan dollars at the exchange rate of US$1 = NT$30.75.
3. Significant transactions with investee companies in Mainland China:
The transactions between AEWIN and its investee companies in Mainland China have been eliminated when preparing the consolidated financial statements. Please refer to section “Information on Significant Transactions” and “Business relationships and significant intercompany transactions” for detail description.
- 275 -
G. Ace Pillar Co., Ltd.
- Information on investments in Mainland China
| Investee Company Name |
Main Businesses and Products |
Total Amount of Paid-in Capital |
Method of Investment |
Accumulated Outflow of Investment from Taiwan as of January 1, 2023 |
Investment Flows | Investment Flows | Accumulated Outflow of Investment from Taiwan as of December 31, 2023 |
Net Income (Loss) of Investee |
% of Ownership of Direct or Indirect Investment |
Maximum percentage of ownership during 2023 |
Maximum percentage of ownership during 2023 |
Investment Income (Loss) |
Carrying Value as of December 31, 2023 (Note 4) |
Accumulated Inward Remittance of Earnings as of December 31, 2023 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outflow | Inflow | Shares | Percentage of Ownership |
|||||||||||
| Grace Transmission (Tianjin) Co., Ltd. Tianjin Ace Pillar Co., Ltd. Advancedtek Ace (TJ) Inc. Standard International Trading (Shanghai) Co., Ltd. Suzhou Super Pillar Automation Equipment Co., Ltd. |
Manufacture of automation mechanical transmission system and component Sales of automation mechanical transmission system and component Electronic system integration Sales of semiconductor optoelectronics equipment and consumables and equipment repair services Manufacture of automation mechanical transmission system and component |
1,085,383 7,242 9,225 44,588 14,760 |
(Note 1) (Note 1) (Note 1) (Note 1) (Note 1) |
59,963 4,920 4,613 (Note 2) 14,760 |
- - - - - |
- - - - - |
59,963 4,920 4,613 (Note 2) 14,760 |
2 456 1,461 14,473 (43,543) |
100.00% 100.00% 100.00% 100.00% 100.00% |
- - - - |
100.00% 100.00% 100.00% 100.00% 100.00% |
(43,543) (Note 3) 2 (Note 3) 456 (Note 3) 1,461 (Note 3) 14,773 (Note 3) |
493,717 4,099 2,568 107,603 107,939 |
125,533 134,972 - - - |
- Limits on investments in Mainland China:
| 2. Limits on investments in Mainland China: | |||
|---|---|---|---|
| Investee Company Name | Accumulated Investment in Mainland China as of December 31, 2023 |
Investment Amounts Authorized by Investment Commission, MOEA |
Upper Limit on Investment |
| ACE | (USD 5,119) 157,409 |
(USD 5,119) 157,409 |
(Note 5) 1,238,555 |
| STC | 14,760 (USD 480) |
14,760 (USD 480) |
113,103 (Note 5) |
(Note 1) Indirect investment in Mainland China is through a holding company established in a third country.
(Note 2) Established by Cyber South's reinvestment.
(Note 3) Investment income or loss was recognized based on the audited financial statements by the auditors of ACE. (Note 4) The above amounts have been eliminated when preparing the consolidated financial statements.
(Note 5) Pursuant to “Principle of Investment or Technical Cooperation in Mainland China”, investment amounts in Mainland China shall not exceed the 60% net worth of the company.
(Note 6) The above amounts were translated into New Taiwan dollars at the exchange rate of US$1 = NT$30.75 and CNY$1=NT$4.3364.
3. Significant transactions with investee companies in Mainland China:
-
The transactions between ACE and its investee companies in Mainland China have been eliminated when preparing the consolidated financial statements. Please refer to section “Information on Significant Transactions” and “Business relationships and significant intercompany transactions ” for detail description.
-
276 -
H. Data Image Corporation
1. Information on investments in Mainland China
| Investee Company Name |
Main Businesses and Products |
Total Amount of Paid-in Capital |
Method of Investment |
Accumulated Outflow of Investment from Taiwan as of January 1, 2023 |
Investment Flows | Investment Flows | Accumulated Outflow of Investment from Taiwan as of December 31, 2023 |
Net Income (Loss) of Investee |
% of Ownership of Direct or Indirect Investment |
Maximum percentage of ownership during 2023 |
Maximum percentage of ownership during 2023 |
Investment Income (Loss) (Note 3) |
Carrying Value as of December 31, 2023 (Note 2) |
Accumulated Inward Remittance of Earnings as of December 31, 2023 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outflow | Inflow | Shares | Percentage of Ownership |
|||||||||||
| Data Image (Suzhou) Corporation |
Manufacture and sales of LCD |
534,081 | (Note 1) | 511,884 | - | - | 511,884 | 63,199 | 100.00% | - | 100.00% | 63,199 | 470,745 | - |
2. Limits on investments in Mainland China:
| Accumulated Investment in Mainland China as of December 31, 2023 |
Investment Amounts Authorized by Investment Commission, MOEA |
Upper Limit on Investment |
|---|---|---|
| USD 15,654 | USD 16,952 | 890,107 (Note 4) |
(Note 1) Indirect investment in Mainland China is through a holding company established in a third country.
(Note 2) The above amounts have been eliminated when preparing the consolidated financial statements.
(Note 3) Investment income or loss was recognized based on the audited financial statements issued by the auditors of DIC.
(Note 4) Investment amounts in Mainland China shall not exceed the 60% net worth of DIC according to MOEA letter No. 09704604680.
3. Significant transactions with investee companies in Mainland China:
The transactions between DIC and its investee companies in Mainland China have been eliminated when preparing the consolidated financial statements. Please refer to section “Information on Significant Transactions” and “Business relationships and significant intercompany transactions” for detail description.
- 277 -
I.DIVA Laboratories. Ltd.
- Information on investments in Mainland China
| Investee Company Name |
Main Businesses and Products | Total Amount of Paid-in Capital |
Method of Investment |
Accumulated Outflow of Investment from Taiwan as of January 1, 2023 |
Investment Flows | Investment Flows | Accumulated Outflow of Investment from Taiwan as of December 31, 2023 |
Net Income (Loss) of Investee |
% of Ownership of Direct or Indirect Investment |
Maximum percentage of ownership during 2023 |
Maximum percentage of ownership during 2023 |
Investment Income (Loss) (Note 3) |
Carrying Value as of December 31, 2023 (Note 2) |
Accumulated Inward Remittance of Earnings as of December 31, 2023 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outflow | Inflow | Shares | Percentage of Ownership |
|||||||||||
| Suzhou Diva Lab. Inc. |
Wholesale and import and export of medical equipment |
52,643 | (Note 1) | 52,643 | - | - | 52,643 | 1,253 | 100.00% | - | 100.00% | 1,253 | 9,602 | - |
2. Limits on investments in Mainland China:
| 2. Limits on investments in Mainland China: | ||
|---|---|---|
| Accumulated Investment in Mainland China as of December 31, 2023 |
Investment Amounts Authorized by Investment Commission, MOEA |
Upper Limit on Investment |
| USD 1,725 | USD 2,000 | 619,681 (Note 4) |
(Note 1) Indirect investment in Mainland China is through a holding company established in a third country.
-
(Note 2) The above amounts have been eliminated when preparing the consolidated financial statements.
-
(Note 3) Investment income or loss was recognized based on the audited financial statements issued by the auditors of DIVA.
-
(Note 4) Investment amounts in Mainland China shall not exceed the limit of net worth of DIVA according to MOEA letter No. 09704604680.
3. Significant transactions with investee companies in Mainland China:
The transactions between DIVA and its investee companies in Mainland China have been eliminated when preparing the consolidated financial statements. Please refer to section “Information on Significant Transactions” and “Business relationships and significant intercompany transactions” for detail description.
- 278 -
J. Simula Technology Inc.
- Information on investments in Mainland China
| Investee Company Name |
Main Businesses and Products |
Total Amount of Paid-in Capital |
Method of Investment |
Accumulated Outflow of Investment from Taiwan as of January 1, 2023 |
Investment Flows | Investment Flows | Accumulated Outflow of Investment from Taiwan as of December 31, 2023 |
Net Income (Loss) of Investee |
% of Ownership of Direct or Indirect Investment |
Maximum percentage of ownership during 2023 |
Maximum percentage of ownership during 2023 |
Investment Income (Loss) |
Carrying Value as of December 31, 2023 (Note 3) |
Accumulated Inward Remittance of Earnings as of December 31, 2023 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outflow | Inflow | Shares | Percentage of Ownership |
|||||||||||
| Opti Cloud Technologies, Inc. Simula Technology (ShenZhen) Co., Ltd. |
R&D of High-speed optical transmission cable and module product technology Manufacture of electronic connector, socket and plastic hardware |
191,437 137,336 |
(Note 1) (Note 1) |
141,375 95,099 |
- - |
- - |
141,375 95,099 (Note 4) |
(2,830) (46,191) |
100.00% (Note 4) |
- - |
100.00% 51.18% |
(46,191) (Note 2) (1,448) (Note 2) |
132,843 (Note 4) |
- - |
| 2. Limits on investments in Mainland China: Investee Company Name Accumulated Investment in Mainland China as of December 31, 2023 Investment Amounts Authorized by Investment Commission, MOEA Upper Limit on Investment Simula 257,755 307,187 1,251,806 |
||||||||||||||
| Investee Company Name | Accumulated Investment in Mainland China as of December 31, 2023 |
Investment Amounts Authorized by Investment Commission, MOEA |
Upper Limit on Investment | |||||||||||
| Simula | 257,755 | 307,187 | 1,251,806 |
(Note 1) Indirect investment in Mainland China is through a holding company established in a third country.
(Note 2) Investment income or loss was recognized based on the audited financial statements by the auditors of Simula. (Note 3) The above amounts have been eliminated when preparing the consolidated financial statements.
(Note 4) The liquidation procedure of Opti Cloud Technologies, Inc. had been completed on November 9, 2023 .
3. Significant transactions with investee companies in Mainland China:
The transactions between Simula and its investee companies in Mainland China have been eliminated when preparing the consolidated financial statements. Please refer to section “Information on Significant Transactions” and “Business relationships and significant intercompany transactions” for detail description.
- 279 -
K.Alpha Networks Inc.
- Information on investments in Mainland China
| K.Alpha Networks Inc. 1. Information on investments in |
Mainland China | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Investee Company Name | Main Businesses and Products |
Total Amount of Paid-in Capital |
Method of Investment |
Accumulated Outflow of Investment from Taiwan as of January 1, 2023 |
Investment Flows | Accumulated Outflow of Investment from Taiwan as of December 31, 2023 |
Net Income (Loss) of Investee |
% of Ownership of Direct or Indirect Investment |
Maximum percentage of ownership during 2023 |
Investment Income (Loss) (Note 2) |
Carrying Value as of December 31, 2023 (Note 8) |
Accumulated Inward Remittance of Earnings as of December 31, 2023 |
||
| Outflow | Inflow | Shares | Percentage of Ownership |
|||||||||||
| Alpha Networks (Dongguan) Co., Ltd. Alpha Networks (Chengdu) Co.,Ltd. Alpha Networks (Changshu) Co., Ltd. Mirac Networks (Dongguan) Co.,Ltd. Alpha Networks (Changshu Trading)Co., Ltd. |
Production and sale of network products Research and development of network products Production and sale of network products Production and sale of network products Production and sale of networkproducts |
420,426 97,023 107,131 (Note 9) 1,925,920 17,378 |
(Note 1 and 10) (Note 1) (Note 1 ) (Note 1) (Note 1) |
420,426 741,084 307,326 1,925,920 - |
- - - - - |
626,887 - - - - |
420,426 114,197 (Note 6) 307,326 1,925,920 - |
22,942 (13,388) (183,206) 21,245 29,528 |
100.00% 100.00% 100.00% 100.00% 100.00% |
- - - - - |
100.00% 100.00% 100.00% 100.00% 100.00% |
21,245 (183,206) 29,528 22,942 (13,388) |
463,192 (21,416) 122,511 1,177,637 4,211 |
147,231 692,935 - - - |
- Limits on investments in Mainland China:
| 2. Limits on investments in Mainland China: | |||
|---|---|---|---|
| Investee Company Name | Accumulated Investment in Mainland China as of December 31, 2023 |
Investment Amounts Authorized by Investment Commission, MOEA |
Upper Limit on Investment |
| Alpha | 2,634,897 (Note 3、4 and 7) |
3,496,798 | (Note 5) |
- (Note 1) Indirect investment in Mainland China is through a holding company established in a third country.
(Note 2) Investment income or loss was recognized based on the audited financial statements by the auditors of Alpha. (Note 3) Accumulated investments in Alpha Dongguan did not include the previously invested by D-Link Corporation HKD69,387 thousand (equivalent to approximately $303,055 thousand).
(Note 4) Alpha indirectly investment the subsidiary Tongying Trading (Shenzhen) Co., Ltd., has liquidated all rights and obligations in March 2008 and cancelled the registration.Accumulated outflow of $9,828 thousand in Tongying Trading (Shenzhen) Co., Ltd., less the remittance amount of $4,367 thousand equals $5,461 thousand. It is still necessary to include in the accumulated investment amount by the principle of Investment Commission, MOEA. (Note 5) As Alpha has obtained the certificate No. 11120417620 of being qualified for operating headquarters issued by Ministry of Economic Affairs on June, 8 2022, the upper limit on investment in mainland China pursuant to “Principle of investment or Technical Cooperation in Mainland China”issued by Investment Commission, MOEA on August, 29, 2008 is not applicable.
(Note 6) The investment of $46,412 thousand is from the operating capital of D-Link Asia, so the accumulated investment amount from Taiwan is excluded at the end of the period.
(Note 7) Alpha indirectly investment the subsidiary Mingzhen (Changshu) has liquidated all rights and obligations on July 23, 2018 and cancelled the registration. Accumulated outflow of $164,622 thousand is still necessary to include in the accumulated investment amount by the principle of Investment Commission, MOEA.
-
(Note 8) The above amounts have been eliminated when preparing the consolidated financial statements.
-
(Note 9) On December 19, 2022, the related registration of capital reduction has been completed while the capital has not been remitted as of December 31, 2023.
-
(Note 10) Alpha CD was previously reinvested through D-Link Asia. D-Link Asia entered into an agreement with Alpha to transfer the entire ownership of Alpha CD to Alpha on June 15, 2023.
3. Significant transactions with investee companies in Mainland China:
The transactions between Alpha and its investee companies in Mainland China have been eliminated when preparing the consolidated financial statements. Please refer to section “Information on Significant Transactions” and “Business relationships and significant intercompany transactions” for detail description.
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L.Hitron Technologies Inc.
- Information on investments in Mainland China
| Investee Company Name |
Main Businesses and Products | Total Amount of Paid-in Capital |
Method of Investment |
Accumulated Outflow of Investment from Taiwan as of January 1, 2023 |
Investment Flows | Investment Flows | Accumulated Outflow of Investment from Taiwan as of December 31, 2023 |
Net Income (Loss) of Investee |
% of Ownership of Direct or Indirect Investment |
Maximum percentage of ownership during 2023 |
Maximum percentage of ownership during 2023 |
Investment Income (Loss) |
Carrying Value as of December 31, 2023 (Note 4) |
Accumulated Inward Remittance of Earnings as of December 31, 2023 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outflow | Inflow | Shares | Percentage of Ownership |
|||||||||||
| HSZ IHC HJT |
Production and sale of broadband telecommunications products Technical consultation on electronic communication, technology research and development, maintenance and after-sale service Sale of broadband network products and related services |
171,245 31,139 5,814 |
(Note 1) (Note 1) (Note 1 and 3) |
641,763 31,139 12,048 |
- - - |
470,518 - - |
171,245 31,139 12,048 |
49,387 (11) 2,562 |
100.00% 100.00% 36.39% |
- - - |
100.00% 41.49% 100.00% |
49,387 (Note 2) (11) (Note 2) 1,020 |
190,836 3,670 4,945 |
- - 24,264 |
| 2. Limits on investments in Mainland China: | ||||||||||||||
| Investee Company Name | Accumulated Investment in Mainland China as of December 31, 2023 |
Investment Amounts Authorized by Investment Commission, MOEA |
Upper Limit on Investment | |||||||||||
| Hitron | 214,432 | 214,432 | 2,951,701 |
(Note 1) Indirect investment in Mainland China is through a holding company established in a third country.
(Note 2) Investment income or loss was recognized based on the audited financial statements by the auditors of Hitron. (Note 3) IHC is a China based investment company which was originally invested by Hitron (Samoa) , however, IHC has been 100% owned by IDT due to the Group's restructuring decision resolved in year 2012. (Note 4) The above amounts have been eliminated when preparing the consolidated financial statements.
3. Significant transactions with investee companies in Mainland China:
The transactions between Hitron and its investee companies in Mainland China have been eliminated when preparing the consolidated financial statements. Please refer to section “Information on Significant Transactions” and “Business relationships and significant intercompany transactions” for detail description.
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Stock Code:2352
QISDA CORPORATION
Parent-Company-Only Financial Statements With Independent Auditors’ Report For the Years Ended December 31, 2023 and 2022
Address: No. 157, Shan-Ying Rd., Gueishan Dist., Taoyuan City, Taiwan Telephone: 886-3-359-8800
The independent auditors’ report and the accompanying parent-company-only 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 parent-company-only financial statements, the Chinese version shall prevail.
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Independent Auditors’ Report
To the Board of Directors of Qisda Corporation:
Opinion
We have audited the parent-company-only financial statements of Qisda Corporation, which comprise the parent-company-only balance sheets as of December 31, 2023 and 2022, the parent-company-only statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the parentcompany-only financial statements, including a summary of material accounting policies.
In our opinion, based on our audits and the reports of other auditors (please refer to the Other Matter section), the accompanying parent-company-only financial statements present fairly, in all material respects, the financial position of Qisda Corporation as of December 31, 2023 and 2022, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
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 Parent-Company-Only Financial Statements section of our report. We are independent of Qisda Corporation 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 requirements. Based on our audits and the reports of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the parent-company-only financial statements of the current period. These matters were addressed in the context of our audit of the parent-company-only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
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Key audit matters for Qisda Corporation’ s parent-company-only financial statements for the year ended December 31, 2023 are stated as follows:
- Revenue recognition
Please refer to Note 4(p) for the accounting policy on revenue recognition, and Note 6(v) for the related disclosures of revenue, respectively, to the parent-company-only financial statements.
Description of key audit matter:
Qisda Corporation recognizes revenue depending on the various trade terms in each individual sale transaction, which are considered to be complex in determining the timing of revenue recognition. Therefore, revenue recognition has been identified as one of the key audit matters.
How the matter was addressed in our audit:
In relation to the key audit matters above, our principal audit procedures included performing a sample test on the design and operating effectiveness of Qisda Corporation’s internal controls over financial reporting related to the sales and collection cycle; assessing whether revenue is recognized based on the trade terms with customers through reviewing the related sales contracts or other trade documents; performing a sample test on the sales transactions that took place before and after the balance sheet date to determine when the performance obligation has been satisfied by transferring control over the goods to a customer to assess the accuracy of the timing of revenue recognition; reviewing and analyzing the reason for significant sales returns and allowances that took place after the balance sheet date to access the reasonableness of the related accrued sales returns and allowances.
- Valuation of inventories
Please refer to Note 4(g) for the inventory accounting policy, Note 5(a) for estimation uncertainty of inventory valuation, and Note 6(f) for the related inventory write-down disclosures, respectively, to the parent-company-only financial statements.
Description of key audit matter:
Inventories are measured at the lower of cost and net realizable value. Due to the rapid technological innovations and highly competitive environments in the electronic industry which Qisda Corporation is engaged in, the life cycle of electronic products are short and their market prices fluctuate rapidly, which could possibly result in a price decline and obsolescence of inventory, wherein the inventory cost may exceed its net realizable value. Therefore, the valuation of inventories has been identified as one of the key audit matters.
How the matter was addressed in our audit:
In relation to the key audit matter above, our principal audit procedures included reviewing the inventory of aging report and analyzing the fluctuation of inventory aging; selecting samples to verify the accuracy of the net realizable value of inventories and inventory aging report prepared by Qisda Corporation; evaluating whether valuation of inventories was accounted for in accordance with Qisda Corporation’ s accounting policies; and assessing the reasonableness of management’s accounting policies on inventory provisions.
-
284 -
-
Assessment of impairment of goodwill from investments in subsidiaries
Please refer to Note 4(n) for the accounting policy on impairment of non-financial assets, Note 5(b) for the estimation uncertainty of impairment of goodwill, and Note 6(g) for the related disclosures of goodwill impairment test, respectively, to the parent-company-only financial statements.
Description of key audit matter:
Goodwill arising from acquisition of subsidiaries, which are included in the carrying amount of investments accounted for using the equity method, is subject to impairment test annually or at the time there are indications that goodwill may have been impaired. The assessment of the recoverable amount of goodwill involves management’s judgment and estimation. Accordingly, the assessment of impairment of goodwill has been identified as one of the key audit matters.
How the matter was addressed in our audit:
In relation to the key audit matter above, our principal audit procedures included obtaining the assessment of goodwill impairment provided by the management; assessing the appropriateness of the valuation model and key assumptions, including the discount rate, expected sales growth rate and future cash flow projections, used by the management in measuring the recoverable amount; performing a sensitivity analysis to assess the impact of variation in key assumptions; and assessing the adequacy of Qisda Corporation’s disclosures with respect to evaluation of goodwill impairment.
Other Matter
We did not audit the financial statements of certain investees accounted for using the equity method of Qisda Corporation. Those financial statements were audited by other auditors, whose reports have been furnished to us, and our opinion, insofar as it relates to the amounts included for those investees, is based solely on the report of other auditors. Those investments accounted for using the equity method amounted to NTD 1,554,960 thousand and NTD 2,221,412 thousand, respectively, constituting 1.55% and 2.27%, respectively, of the total assets as of December 31, 2023 and 2022, and the related shares of profit of subsidiaries amounted to NTD 48,820 thousand and NTD 369,922 thousand, respectively, constituting 1.64% and 4.41%, respectively, of the total income before income tax for the years ended December 31, 2023 and 2022.
Responsibilities of Management and Those Charged with Governance for the Parent-Company-Only Financial Statements
Management is responsible for the preparation and fair presentation of the parent-company-only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and for such internal control as management determines is necessary to enable the preparation of parentcompany-only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent-company-only financial statements, management is responsible for assessing Qisda Corporation’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 Qisda Corporation 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 Qisda Corporation’s financial reporting process.
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Auditors’ Responsibilities for the Audit of the Parent-Company-Only Financial Statements
Our objectives are to obtain reasonable assurance about whether the parent-company-only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing 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 parent-company-only 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:
-
Identify and assess the risks of material misstatement of the parent-company-only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Qisda Corporation’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on Qisda Corporation’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the parent-company-only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause Qisda Corporation to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the parent-company-only financial statements, including the disclosures, and whether the parent-company-only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the investees accounted for using the equity method to express an opinion on the parent-company-only financial statements. We are responsible for the direction, supervision and performance of the 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.
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From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent-company-only financial statements for the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are Chang, Huei-Chen and Shih, Wei-Ming.
KPMG
Taipei, Taiwan (Republic of China) March 5, 2024
Notes to Readers
The accompanying parent-company-only financial statements are intended only to present the 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 parent-company-only financial statements are those generally accepted and applied in the Republic of China.
The independent auditors’ audit report and the accompanying parent-company-only 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 parent-company-only financial statements, the Chinese version shall prevail.
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(English Translation of Parent-Company-Only Financial Statements Originally Issued in Chinese)
QISDA CORPORATION
Parent-Company-Only Balance Sheets
December 31, 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars)
| Assets Current assets: 1100 Cash and cash equivalents (note 6(a)) 1110 Financial assets at fair value through profit or loss -current (note 6(b))1170 Notes and accounts receivable, net (notes 6(d) and (v)) 1181 Notes and accounts receivable from related parties (notes 6(d), (v) and 7) 1200 Other receivables (note 6(e)) 1210 Other receivables from related parties (notes 6(e) and 7) 130X Inventories (note 6(f)) 1470 Other current assets Total current assets Non-current assets: 1517 Financial assets at fair value through other comprehensive income -non-current (note 6(c))1550 Investments accounted for using the equity method (notes 6(g) and 8) 1600 Property, plant and equipment (notes 6(h), 7 and 8) 1755 Right-of-use assets (notes 6(i) and 7) 1760 Investment property (note 6(j)) 1780 Intangible assets (note 6(k)) 1840 Deferred income tax assets (note 6(s)) 1900 Other non-current assets 1980 Other financial assets -non-currentTotal non-current assets Total assets |
December 31, 2023 Amount % $ 2,532,956 3 133,486 - 8,920,059 9 14,112,765 14 5,160 - 6,717 - 6,199,272 6 50,532 - 31,960,947 32 9,709,736 10 55,698,948 55 2,021,479 2 343,637 - 105,934 - 197,775 - 467,359 1 20,593 - 38,566 - 68,604,027 68 $ 100,564,974 100 |
December 31, 2022 Amount % 1,442,156 1 9,010 - 10,091,112 10 11,574,537 12 34,219 - 10,007 - 6,529,066 7 78,253 - 29,768,360 30 8,182,595 8 56,382,005 58 2,106,101 2 435,611 1 131,879 - 213,195 - 502,513 1 20,407 - 71,959 - 68,046,265 70 97,814,625 100 Liabilities and Equity Current liabilities: 2100 Short-term borrowings (note 6(l)) 2120 Financial liabilities at fair value through profit or loss -current (note 6(b))2130 Contract liabilities -current (note 6(v))2170 Notes and accounts payable 2180 Accounts payable to related parties (note 7) 2200 Other payables (note 6(w)) 2230 Current income tax liabilities 2322 Current portion of long-term debt (notes 6(m) and 8) 2280 Lease liabilities -current (notes 6(o) and 7)2250 Provisions -current (note 6(p))2300 Other current liabilities 2365 Refund liabilities -currentTotal current liabilities Non-current liabilities: 2530 Bonds payable (note 6(n)) 2540 Long-term debt (notes 6(m) and 8) 2580 Lease liabilities -non-current (notes 6(o) and 7)2550 Provisions -non-current (note 6(p))2570 Deferred income tax liabilities (note 6(s)) 2600 Other non-current liabilities (note 6(r)) Total non-current liabilities Total liabilities Equity (note 6(t)): 3110 Common stock 3200 Capital surplus 3300 Retained earnings 3400 Other equity Total equity Total liabilities and equity |
December 31, 2023 Amount % $ 6,500,000 6 - - 781,653 1 1,757,130 2 24,571,162 24 2,400,945 2 107,814 - 525,193 1 139,704 - 16,426 - 70,427 - 1,489,929 2 38,360,383 38 2,996,090 3 21,405,611 21 370,048 1 82,994 - 15,548 - 276,942 - 25,147,233 25 63,507,616 63 19,667,820 19 1,983,975 2 18,793,317 19 (3,387,754) (3) 37,057,358 37 $ 100,564,974 100 |
December 31, 2022 Amount % 1,870,000 2 13,030 - 702,353 1 870,439 1 17,825,473 18 2,233,938 2 296,698 - 739,399 1 137,022 - 23,769 - 68,274 - 1,677,520 2 26,457,915 27 2,995,015 3 26,760,509 27 500,255 1 83,801 - - - 290,816 - 30,630,396 31 57,088,311 58 19,667,820 20 1,949,409 2 24,185,472 25 (5,076,387) (5) 40,726,314 42 97,814,625 100 |
|
|---|---|---|---|---|---|
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See accompanying notes to parent-company-only financial statements.
(English Translation of Parent-Company-Only Financial Statements Originally Issued in Chinese)
QISDA CORPORATION
Parent-Company-Only Statements 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 revenues (notes 6(v) and 7) 5000 Operating costs (notes 6(f), (h), (i), (j), (k), (o), (p), (r), (w), 7 and 12) Gross profit 5910 Realized (unrealized) gross profit on sales to subsidiaries, associated and joint ventures Realized or loss gross profit Operating expenses (notes 6(d), (h), (i), (j), (k), (o), (r), (w), 7 and 12): 6100 Selling expenses 6200 Administrative expenses 6300 Research and development expenses 6450 Gain on reversal of impairment loss (expected credit loss) Total operating expenses Operating income Non-operating income and loss: 7100 Interest income (note 6(x)) 7010 Other income (notes 6(o), (q), (x) and 7) 7020 Other gains and losses, net (notes 6(g) and (x)) 7050 Finance costs (notes 6(o), (x) and 7) 7375 Share of profits of subsidiaries, associates and joint ventures (note 6(g)) Total non-operating income and loss Income before income tax 7950 Income tax expense (note 6(s)) Net income Other comprehensive income (loss): 8310 Items that will not be reclassified subsequently to profit or loss 8311 Remeasurements of defined benefit plans (notes 6(r) and (t)) 8316 Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income (note 6(t)) 8330 Share of other comprehensive income (loss) of subsidiaries, associates and joint ventures (notes 6(g) and (t)) 8349 Less: income tax related to items that will not be reclassified subsequently to profit or loss 8360 Items that may be reclassified subsequently to profit or loss 8361 Exchange differences on translation of foreign operations (note 6(t)) 8399 Less: income tax related to items that may be reclassified subsequently to profit or loss Other comprehensive income (loss) for the year, net of income tax Total comprehensive income for the year Earnings per share (in New Taiwan Dollars) (note 6(u)): 9750 Basic earnings per share 9850 Diluted earnings per share |
2023 | % 100 (95) 5 - 5 (2) (1) (3) - (6) (1) - 1 - (1) 5 5 4 - 4 - 2 1 - 3 - - - 3 7 1.51 1.51 |
2022 Amount 101,928,525 (96,586,328) 5,342,197 (414,630) 4,927,567 (1,353,193) (953,419) (2,464,509) (17,329) (4,788,450) 139,117 20,696 827,300 (586,496) (553,068) 8,538,228 8,246,660 8,385,777 (133,847) 8,251,930 127,921 (5,899,090) (980,562) - (6,751,731) 2,598,267 - 2,598,267 (4,153,464) 4,098,466 |
% 100 (95) 5 - 5 (1) (1) (3) - (5) - - 1 (1) - 8 8 8 - 8 - (6) (1) - (7) 3 - 3 (4) 4 4.20 4.14 |
|---|---|---|---|---|
| Amount $ 75,425,479 (71,847,173) 3,578,306 (37,090) 3,541,216 (1,175,798) (819,338) (2,267,941) 12,981 (4,250,096) (708,880) 99,692 598,674 284,821 (668,058) 3,375,451 3,690,580 2,981,700 (5,967) 2,975,733 1,840 1,466,613 674,731 - 2,143,184 (198,384) - (198,384) 1,944,800 $ 4,920,533 $ $ |
||||
See accompanying notes to parent-company-only financial statements.
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(English Translation of Parent-Company-Only Financial Statements Originally Issued in Chinese)
QISDA CORPORATION
Parent-Company-Only Statements 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 Net income in 2022 Other comprehensive income (loss) in 2022 Total comprehensive income (loss) in 2022 Appropriation of earnings: Legal reserve Reversal of special reserve Cash dividends to shareholders Share of changes in equity of subsidiaries, associates and joint ventures Difference between consideration and carrying amount arising from acquisition or disposal of shares of subsidiaries Disposal of equity instruments measured at fair value through other comprehensive income by investees Proceeds from disposal of forfeited employee stock managed by an employee ownership trust Balance at December 31, 2022 Net income in 2023 Other comprehensive income (loss) in 2023 Total comprehensive income (loss) in 2023 Appropriation of earnings: Legal reserve Special reserve Cash dividends to shareholders Share of changes in equity of subsidiaries, associates and joint ventures Difference between consideration and carrying amount arising from acquisition or disposal of shares of subsidiaries Disposal of equity instruments measured at fair value through other comprehensive income by investees Proceeds from disposal of forfeited employee stock managed by an employee ownership trust Claim for the disgorgement right Balance at December 31, 2023 |
Common stock $ 19,667,820 - - - - - - - - - - 19,667,820 - - - - - - - - - - - $ 19,667,820 |
Capital surplus 1,844,310 - - - - - - 101,703 - - 3,396 1,949,409 - - - - - - 30,238 1 - 4,252 75 1,983,975 |
Retained earnings | Retained earnings | Total retained earnings 20,777,515 8,251,930 - 8,251,930 - - (4,916,955) - (16,719) 89,701 - 24,185,472 2,975,733 - 2,975,733 - - (3,933,564) - (4,690,491) 256,167 - - 18,793,317 |
Total other equity | Total other equity | Total other equity (833,222) - (4,153,464) (4,153,464) - - - - - (89,701) - (5,076,387) - 1,944,800 1,944,800 - - - - - (256,167) - - (3,387,754) |
Total equity 41,456,423 8,251,930 (4,153,464) 4,098,466 - - (4,916,955) 101,703 (16,719) - 3,396 40,726,314 2,975,733 1,944,800 4,920,533 - - (3,933,564) 30,238 (4,690,490) - 4,252 75 37,057,358 |
||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Legal reserve 2,639,376 - - - 798,486 - - - - - - 3,437,862 - - - 832,491 - - - - - - - 4,270,353 |
Special reserve 1,264,645 - - - - (431,423) - - - - - 833,222 - - - - 4,243,165 - - - - - - 5,076,387 |
Unappropriated earnings 16,873,494 8,251,930 - 8,251,930 (798,486) 431,423 (4,916,955) - (16,719) 89,701 - 19,914,388 2,975,733 - 2,975,733 (832,491) (4,243,165) (3,933,564) - (4,690,491) 256,167 - - 9,446,577 |
Foreign currency translation differences (1,723,237) - 2,598,267 2,598,267 - - - - - - - 875,030 - (198,384) (198,384) - - - - - - - - 676,646 |
Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income 1,378,567 - (6,952,755) (6,952,755) - - - - - (89,701) - (5,663,889) - 2,138,796 2,138,796 - - - - - (256,167) - - (3,781,260) |
Remeasurements of defined benefit plans (488,552) - 201,024 201,024 - - - - - - - (287,528) - 4,388 4,388 - - - - - - - - (283,140) |
See accompanying notes to parent-company-only financial statements.
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(English Translation of Parent-Company-Only Financial Statements Originally Issued in Chinese)
QISDA CORPORATION
Parent-Company-Only Statements of Cash Flows
For the years ended December 31, 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars)
| 2023 Cash flows from operating activities: Income before income tax $ 2,981,700 Adjustments for: Adjustments to reconcile profit or loss: Depreciation 323,585 Amortization 67,774 Expected credit loss (gain on reversal of impairment loss) (12,981) Interest expense 668,058 Interest income (99,692) Dividend income (437,858) Share of profit of subsidiaries, associates and joint ventures (3,375,451) Gain on disposal of property, plant and equipment (2,379) Gain on disposal of investments (273,124) Unrealized gross profit on sales to subsidiaries, associates and joint ventures 37,090 Total adjustments for profit or loss (3,104,978) Changes in operating assets and liabilities: Changes in operating assets: Financial assets at fair value through profit or loss (28,350) Notes and accounts receivable 1,184,034 Notes and accounts receivable from related parties (2,538,228) Other receivables 29,059 Other receivables from related parties 3,290 Inventories 329,794 Other current assets 36,329 Other non-current assets (9,701) Net changes in operating assets (993,773) Changes in operating liabilities: Financial liabilities at fair value through profit or loss (13,030) Notes and accounts payable 886,691 Accounts payable to related parties 6,745,689 Other payable to related parties - Provisions (8,150) Contract liabilities 79,300 Other payables and other current liabilities (660,335) Other non-current liabilities (12,034) Net changes in operating liabilities 7,018,131 Total changes in operating assets and liabilities 6,024,358 Total adjustments 2,919,380 Cash provided by (used in) operations 5,901,080 Interest received 99,692 Dividends received 8,441,851 Interest paid (653,640) Income taxes paid (144,149) Net cash provided by (used in) operating activities 13,644,834 |
2022 8,385,777 281,559 64,958 17,329 553,068 (20,696) (667,761) (8,538,228) (1,582) - 414,630 (7,896,723) (1,392) (2,772,906) 1,227,980 55,483 (5,828) (656,685) 10,895 - (2,142,453) (7,345) (637,887) (5,764,319) (725) 762 146,045 (64,687) (24,350) (6,352,506) (8,494,959) (16,391,682) (8,005,905) 20,696 3,934,787 (542,668) (45,305) (4,638,395) |
|---|---|
See accompanying notes to parent-company-only financial statements. - 291 -
(English Translation of Parent-Company-Only Financial Statements Originally Issued in Chinese)
QISDA CORPORATION
Parent-Company-Only Statements of Cash Flows (Continued)
For the years ended December 31, 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars)
| 2023 Cash flows from investing activities: Acquisition of financial assets at fair value through other comprehensive income $ (60,528) Proceeds from capital reduction of financial assets at fair value through other comprehensive income - Purchase of financial assets at fair value through profit or loss (96,126) Purchase of investments accounted for using equity method (7,613,201) Proceeds from capital reduction of investments accounted for using equity method - Proceeds from disposal of investments accounted for using equity method 348,803 Additions to property, plant and equipment (157,079) Proceeds from disposal of property, plant and equipment 3,259 Additions to intangible assets (15,906) Decrease in other financial assets 33,393 Net cash provided by (used in) investing activities (7,557,385) Cash flows from financing activities: Increase (decrease) in short-term borrowings 4,630,000 Increase in long-term debt 30,964,413 Repayments of long-term debt (36,524,399) Payment of lease liabilities (137,426) Cash dividends to shareholders (3,933,564) Proceeds from issuing bonds - Proceeds from disposal of forfeited employee stock managed by an employee ownership trust 4,252 Claim for the disgorgement right 75 Net cash provided by (used in) financing activities (4,996,649) Net increase in cash and cash equivalents 1,090,800 Cash and cash equivalents at beginning of year 1,442,156 Cash and cash equivalents at end of year $ 2,532,956 |
2022 (155,170) 1,327,197 - (796,210) 2,196,615 - (341,638) 2,014 (21,393) 204,941 2,416,356 (1,547,200) 24,190,000 (17,728,282) (125,831) (4,916,955) 2,994,473 3,396 - 2,869,601 647,562 794,594 1,442,156 |
|---|---|
See accompanying notes to parent-company-only financial statements. - 292 -
(English Translation of Parent-Company-Only Financial Statements Originally Issued in Chinese)
QISDA CORPORATION
Notes to the Parent-Company-Only Financial Statements
For the years ended December 31, 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)
1. Organization and business
Qisda Corporation (the “Company”) was incorporated on April 21, 1984, as a company limited by shares under the laws of the Republic of China (“ R.O.C.” ) and registered under the Ministry of Economic Affairs, R.O.C. The address of the Company’ s registered office is No. 157, Shan-Ying Rd., Gueishan Dist., Taoyuan City, Taiwan. The Company is engaged in the manufacturing, sales and services of highend monitors and opto-mechatronics products.
2. Authorization of the parent-company-only financial statements
These parent-company-only financial statements were authorized for issuance by the Board of Directors on March 5, 2024.
3. Application of new and revised accounting standards and interpretations
- (a) The impact of the International Financial Reporting Standards (“IFRSs”) endorsed by the Financial Supervisory Commission, R.O.C. (“FSC”) which have already been adopted.
The Company has initially adopted the following new amendments, which do not have a significant impact on its parent-company-only 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 Company has initially adopted the following new amendments, which do not have a significant impact on its parent-company-only financial statements, from May 23, 2023:
-
- -
●Amendments to IAS 12 “International Tax Reform Pillar Two Model Rules”
-
(b) The impact of IFRS endorsed by the FSC but not yet effective
The Company assesses that the adoption of the following new amendments, effective January 1, 2024, would not have a significant impact on its parent-company-only 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”
(Continued)
- 293 -
QISDA CORPORATION Notes to the Parent-Company-Only Financial Statements
- (c) The impact of IFRS issued by IASB but not yet endorsed by the FSC
The Company 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 parent-company-only 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 IFRS 17 “Initial Application of IFRS 17 and IFRS 9 – Comparative Information”
-
●Amendments to IAS 21 “Lack of Exchangeability”
4. Summary of material accounting policies:
The material accounting policies presented in the parent-company-only financial statements are summarized as follows and have applied consistently to all periods presented in these financial statements.
- (a) Statement of compliance
The Company’ s accompanying parent-company-only financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers (the “Regulations”).
-
(b) Basis of preparation
-
(i) Basis of measurement
The accompanying parent-company-only financial statements have been prepared on a historical cost basis except for the following items:
-
1) Financial instruments measured at fair value through profit or loss (including derivative financial instruments);
-
2) Financial assets measured at fair value through other comprehensive income; and
-
3) Net defined benefit liabilities (assets) measured at recognized as the present value of the defined benefit obligation less the fair value of the plan assets.
(ii) Functional and presentation currency
The functional currency of the Company is determined based on the primary economic environment in which the Company operates. The Company’s parent-company-only financial statements are presented in New Taiwan dollars, which is the Company’s functional currency. Except when otherwise indicated, all financial information presented in New Taiwan dollars has been rounded to the nearest thousand.
(Continued)
- 294 -
QISDA CORPORATION
Notes to the Parent-Company-Only Financial Statements
(c) Foreign currency
(i) Foreign currency transactions
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. At the end of each reporting period (“ the reporting date” ), monetary items denominated in foreign currencies are translated into the 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 the functional currencies using the exchange rate at the date that the fair value was determined. Non-monetary items denominated in foreign currencies that are measured at 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 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 from acquisition, are translated into the presentation currency of the Company’s parentcompany-only financial statements at the exchange rates at the reporting date. The income and expenses of foreign operations are translated into the presentation currency of the Company’s parent-company-only financial statements at the average exchange rates for the period. All resulting exchange differences are recognized in other comprehensive income.
When a foreign operation is disposed of such that control, joint control, or significant influence is lost, the accumulated exchange differences related to that foreign operation is reclassified to profit or loss. In the case of a partial disposal that does not result in the Company losing control over a subsidiary, the proportionate share of the accumulated exchange differences is reclassified to non-controlling interests. For a partial disposal of the Company’s ownership interest in an associate or joint venture, the proportionate share of the accumulated exchange differences in equity 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, the monetary item is, in substance, a part of net investment in that foreign operation, and the related foreign exchange gains and losses thereon are recognized as other comprehensive income.
(d) Classification of current and non-current assets and liabilities
An asset is classified as current when one of following criteria is met; all other assets are classified as non-current assets.
-
(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;
-
(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.
(Continued)
- 295 -
QISDA CORPORATION Notes to the Parent-Company-Only Financial Statements
A liability is classified as current when one of following criteria is met; all other liabilities are classified as non-current liabilities:
-
(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) The Company 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.
(e) Cash and cash equivalents
Cash consists of cash on hand, checking deposits, and demand deposits. Cash equivalents consist of short-term and 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 that meet the aforesaid criteria and are not held for investing purposes are also classified as cash equivalents.
Bank overdrafts that are repayable on demand and form an integral part of the Company’ s cash management are included as a component of cash and cash equivalents for the purpose of the statement of cash flows.
(f) Financial instruments
Accounts receivable and debt securities issued are initially recognized when they are originated. All other financial assets and financial liabilities are initially recognized when the Company becomes a party to the contractual provisions of the instrument. A financial asset (unless it is an accounts receivable without a significant financing component) or financial liability is initially measured at fair value plus, for an item not at fair value through profit or loss (FVTPL), transaction costs that are directly attributable to its acquisition or issuance. An accounts receivable without a significant financing component is initially measured at the transaction price.
(i) Financial assets
On initial recognition, financial assets are classified as measured at: amortized cost, fair value through other comprehensive income (FVOCI) and fair value through profit or loss (FVTPL). A regular way purchases or sales of financial assets is recognized or derecognized on a tradedate basis.
Financial assets are not reclassified subsequent to their initial recognition unless the Company changes its business model for managing its 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)
- 296 -
QISDA CORPORATION Notes to the Parent-Company-Only 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 financial 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 (SPPI) on the principal amount outstanding.
Subsequent to initial recognition, these assets are measured at amortized cost, using the effective interest method less impairment loss. Interest income, foreign exchange gains and losses, and recognition (reversal) of impairment loss are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss.
- 2) Financial assets measured at fair value through other comprehensive income
A debt investment is measured at FVOCI 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 achieved by both collecting contractual cash flows and selling financial assets; and
-
its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest (SPPI) on the principal amount outstanding.
On initial recognition of an equity investment that is not held for trading, the Company may irrevocably elect to present the subsequent changes in the investment’s fair value in other comprehensive income. This election is made on an instrument-by-instrument basis.
Debt investments at FVOCI are subsequently measured at fair value. Interest income calculated using the effective interest method, foreign exchange gains and losses and impairment loss are recognized in profit or loss. Other net gains and losses are recognized in other comprehensive income. On derecognition, other comprehensive income accumulated in equity are reclassified to profit or loss.
Equity investments at FVOCI are subsequently measured at fair value. Dividends are recognized as income in profit or loss 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. On derecognition, other comprehensive income accumulated in equity is reclassified to retained earnings and is never reclassified to profit or loss.
Dividend income derived from equity investments is recognized on the date that the Company’s right to receive the dividends is established (usually the ex-dividend date).
(Continued)
- 297 -
QISDA CORPORATION Notes to the Parent-Company-Only Financial Statements
- 3) Financial assets measured at fair value through profit or loss
All financial assets not classified as measured at amortized cost or at FVOCI described as above are measured at FVTPL, including derivative financial assets. On initial recognition, the Company 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 dividend and interest income, are recognized in profit or loss.
- 4) Business model assessment
The Company makes an assessment of the objective of the business model in which a financial asset is held at portfolio level because this best reflects the way the business is managed and information is provided to management. The information considered includes:
-
the stated policies and objectives for the portfolio and the operation of those policies in practice. These include whether management’ s strategy focuses on earning contractual interest income, maintaining a particular interest rate profile, matching the duration of the financial assets to the duration of any related liabilities or expected cash outflows or realizing cash flows through the sale of the assets;
-
how the performance of the portfolio is evaluated and reported to the Company’s management;
-
the risks that affect the performance of the business model (and the financial assets held within that business model) and how those risks are managed;
-
how managers of the business are compensated ─ e.g. whether compensation is based on the fair value of the assets managed or the contractual cash flows collected; and
-
the frequency, volume and timing of sales of financial assets in prior periods, the reasons for such sales and expectations about future sales activity.
Transfers of financial assets to third parties in transactions that do not qualify for derecognition are not considered sales for this purpose, and are consistent with the Company’s continuing recognition of the assets.
- 5) Assessment of 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)
- 298 -
QISDA CORPORATION Notes to the Parent-Company-Only Financial Statements
In assessing whether the contractual cash flows are solely payments of principal and interest, the Company 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 Company 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 Company’ s claim to cash flows from specified assets (e.g. non-recourse features)
-
6) Impairment of financial assets
The Company recognizes loss allowances for expected credit losses (“ECL”) on financial assets measured at amortized cost (including cash and cash equivalents, notes and accounts receivable, other receivables and other financial assets).
The Company measures loss allowances at an amount equal to lifetime ECL, except for the following financial assets which are measured using 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.
The Company measures loss allowances for accounts receivable at an amount equal to lifetime ECL.
Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a financial instrument. 12-month ECLs are the portion of ECLs that result from default events that are possible within the 12 months 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 ECLs is the maximum contractual period over which the Company is exposed to credit risk.
When determining whether the credit risk of a financial asset has increased significantly since initial recognition, the Company considers reasonable and supportable information that is relevant and available without undue cost or effort. The information includes both quantitative and qualitative information and analysis based on the Company’s historical experience and credit assessment, as well as forward-looking information.
ECLs are probability-weighted estimate of credit losses over the expected life of financial assets. Credit losses are measured as the present value of all cash shortfalls (i.e. the difference between the cash flows due to the Company in accordance with the contract and the cash flows that the Company expects to receive). ECLs are discounted at the effective interest rate of the financial asset.
(Continued)
- 299 -
QISDA CORPORATION Notes to the Parent-Company-Only Financial Statements
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 Company has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof. The Company 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 Company 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 Company’s procedures for recovery of amounts due.
7)
Derecognition of financial assets
The Company derecognizes a financial asset when the contractual rights of the cash flows from the financial asset expire, 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 Company neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.
The Company enters into transactions whereby it transfers assets recognized in its 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.
-
(ii) Financial liabilities and equity instruments
-
1) Classification of debt or equity
Debt and equity instruments issued by the Company 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. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities. Equity instruments are recognized at the amount of consideration received, less, the direct issuing cost.
2) Financial liabilities
Financial liabilities are classified as measured at amortized cost or FVTPL. A financial liability is classified as at FVTPL if it is 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.
Financial liabilities measured at amortized cost 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.
(Continued)
- 300 -
QISDA CORPORATION Notes to the Parent-Company-Only Financial Statements
- 3) Derecognition of financial liabilities
The Company derecognizes a financial liability when its contractual obligation has been fulfilled or cancelled, or has expired. The Company 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.
The difference between the carrying amount of a financial liability derecognized and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss.
- 4) Offsetting of financial assets and liabilities
Financial assets and liabilities are presented on a net basis only when the Company has the legally enforceable right to offset and intends to settle such financial assets and liabilities on a net basis or to realize the assets and settle the liabilities simultaneously.
- (iii) Derivative financial instruments
The Company uses derivative financial instruments are held to hedge the Company’s foreign currency exposures. Derivatives are initially measured at fair value and attributable transaction costs are recognized in profit or loss as incurred. Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are recognized in profit or loss, and are included in non-operating income and loss. If the valuation of a derivative instrument is in a positive fair value, it is classified as a financial asset, otherwise, it is classified as a financial liability.
(g) Inventories
Inventories are measured at the lower of cost and net realizable value. The cost of inventories is calculated based on the weighted-average method and includes expenditure incurred in acquiring the inventories, production or conversion costs, and other costs incurred in bringing them to the location and condition ready for sale. Fixed manufacturing overhead is allocated to finished products and work in process based on the higher of normal capacity or actual capacity; variable manufacturing overhead is allocated based on the actual capacity of machinery and equipment. Net realizable value represents the estimated selling price in the ordinary course of business, less, all estimated costs of completion and necessary selling expenses.
- (h) Investment in associates
Associates are those entities in which the Company has significant influence, but not control or jointly control, over the financial and operating policies.
Investments in associates are accounted for using the equity method and are recognized initially at cost, plus, any transaction costs. The carrying amount of the investment in associates includes goodwill identified on acquisition, net of any accumulated impairment losses. When necessary, the entire carrying amount of the investment (including goodwill) will be tested for impairment as a single asset by comparing its recoverable amount with its carrying amount. Any impairment loss recognized forms part of the carrying amount of the investment. Any reversal of that impairment loss is recognized to the extent that the recoverable amount of the investment subsequently increases.
(Continued)
- 301 -
QISDA CORPORATION Notes to the Parent-Company-Only Financial Statements
The Company’s share of its associates’ post-acquisition profits or losses is recognized in profit or loss, and its share of post-acquisition movements in other comprehensive income is recognized as other comprehensive income with a corresponding adjustment to the carrying amount of the investment. When changes in an associate’ s equity are not recognized in profit or loss or other comprehensive income of the associate, and such changes do not affect the Company’s ownership percentage of the associate, the Company recognizes the change in ownership interests of its associate as “capital surplus” in proportion to its ownership.
Unrealized gains and losses resulting from transactions between the Company and an associate are recognized only to the extent of unrelated investors’ interests in the associate.
Adjustments are made to associates’ financial statements to conform to the accounting polices applied by the Company.
When the Company’s share of losses in an associate equals or exceeds its interest in the associate, the recognition of further losses is discontinued. Additional losses are provided for, and a liability is recognized, only to the extent that the Company has incurred legal or constructive obligations or made payments on behalf of the associate.
When an associate issues new shares and the Company does not subscribe to the new shares in proportion to its original ownership percentage, the Company’s interest in the associate’s net assets will be changed. The change in the equity interest is adjusted through the capital surplus and investment accounts. If the Company’ s capital surplus is insufficient to offset the adjustment to investment accounts, the difference is charged as a reduction of retained earnings. If the Company’s interest in an associate is reduced due to the additional subscription to the shares of associate by other investors, the proportionate amount of the gains or losses previously recognized in other comprehensive income in relation to that associate will be reclassified to profit or loss on the same basis as would be required if the associate had directly disposed of the related assets or liabilities.
(i) Investment in subsidiaries
When preparing the parent-company-only financial statements, investment in subsidiaries which are controlled by the Company is accounted for using the equity method. Under equity method, profit or loss, and other comprehensive income recognized in parent-company-only financial statement is in line with total comprehensive income attributable to the shareholders of the Company in the consolidated financial statements. In addition, changes in equity recognized in the parent-companyonly financial statements is in line with the changes in equity attributable to shareholders of the Company in the consolidated financial statements.
Changes in a parent’s ownership interest in a subsidiary that do not result in the loss of control as accounted for within equity.
(Continued)
- 302 -
QISDA CORPORATION Notes to the Parent-Company-Only Financial Statements
(j) Investment property
Investment property is property held either to earn rental income or for capital appreciation or for both. Investment property is measured at cost on initial recognition. Subsequent to initial recognition, investment property is measured at initial acquisition cost less accumulated depreciation and accumulated impairment losses. The methods for depreciating and determining the useful life and residual value of investment property are the same as those adopted for property, plant and equipment. Cost includes expenditure that is directly attributable to the acquisition of the investment property, bringing the investment property to the condition necessary for it to be available for use, and any borrowing cost that is eligible for capitalization.
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 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.
An investment property is reclassified to property, plant and equipment at its carrying amount when the purpose of the investment property has been changed from investment to owner-occupied.
-
(k) Property, plant and equipment
-
(i) Recognition and measurement
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 property, plant and equipment is recognized 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 Company.
- (iii) Depreciation
Depreciation is calculated on the cost of assets less their residual values 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 is not depreciated. The estimated useful lives for property, plant and equipment are as follows: buildings: 5 to 55 years; machinery and equipment: 2 to 10 years; furniture and fixtures: 3 years; and other equipment: 3 to 10 years.
Depreciation methods, useful lives, and residual values are reviewed at each reporting date, with the effect of any changes in estimate accounted for on a prospective basis.
(Continued)
- 303 -
QISDA CORPORATION Notes to the Parent-Company-Only Financial Statements
(l) Leases
At inception of a contract, the Company 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 Company 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 evaluated and 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 Company’s incremental borrowing rate. Generally, the Company uses its incremental borrowing rate as the discount rate.
Lease payments included in the measurement of the lease liability comprise the following:
-
-fixed payments, including in-substance fixed payments; -
-variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date. -
-amounts expected to be payable under a residual value guarantee; and -
-payments for purchase or termination options that are reasonably certain to be exercised.
The lease liability is subsequently measured at amortized cost using the effective interest method. It is remeasured when:
-
-there is a change in future lease payments arising from the change in an index or rate; or -
-there is a change in the Company’s estimate of the amount expected to be payable under a residual value guarantee; or -
-there is a change of the Company’s assessment on whether it will exercise an option to purchase the underlying asset; or -
-there is a change in the lease term resulting from a change of the Company’s assessment on whether it will exercise an extension or termination option; or -
-there is any lease modification in lease subject, scope of the lease or other terms.
(Continued)
- 304 -
QISDA CORPORATION Notes to the Parent-Company-Only Financial Statements
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 Company 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 the difference in profit or loss for any gain or loss relating to the partial or full termination of the lease.
The Company presents right-of-use assets that do not meet the definition of investment properties, and lease liabilities as a separate line item respectively in the balance sheets.
The Company has elected not to recognize right-of-use assets and lease liabilities for leases that have a lease term of 12 months or less and leases of low-value assets. The Company recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.
(ii) As a lessor
When the Company 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 Company makes an overall assessment of whether the lease transfers to the lessee substantially all of the risks and rewards 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 Company considers certain indicators such as whether the lease is for the major part of the economic life of the asset.
When the Company 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 Company applies the exemption described above, then it classifies the sub-lease as an operating lease.
For operating lease, the Company recognizes rental income on a straight-line basis over the lease term.
(m) Intangible assets
Intangible assets including acquired software, and patents are carried at cost, less accumulated amortization and accumulated impairment losses. Amortization is recognized in profit or loss using the straight-line method over the estimated useful lives of 2 to 5 years.
The residual value, amortization period, and amortization method are reviewed at least at each reporting date, with the effect of any changes in estimate accounted for on a prospective basis.
(Continued)
- 305 -
QISDA CORPORATION
Notes to the Parent-Company-Only Financial Statements
(n) Impairment of non-financial assets
The Company assesses at the end of each reporting date whether there is any indication that the carrying amounts of non-financial assets (other than inventories and deferred tax assets) may be impaired. If any such indication exists, then the asset’s recoverable amount is estimated. Goodwill is tested annually or when there are indications of impairment.
For the purpose of 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 from other assets or groups of assets. Goodwill arising from a business combination is allocated to cash-generating units (“CGUs”) or groups of CGUs that are expected to benefit from the synergies of the combination.
The recoverable amount of an individual asset or CGU is the higher 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 non-financial assets, an impairment loss is reversed only to the extent that the asset’s carrying amount that would have been determined (net of depreciation or amortization) had no impairment loss been recognized for the assets in prior years.
(o) Provisions
Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.
A provision for warranties is recognized when the underlying products or services are sold. This provision reflects the historical warranty claim rate and the weighting of all possible outcomes against their associated probabilities.
(p) Revenue recognition
Revenue is measured based on the consideration to which the Company expects to be entitled in exchange for transferring goods or services to a customer. The Company 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 Company’s main types of revenue are explained below.
(Continued)
- 306 -
QISDA CORPORATION Notes to the Parent-Company-Only Financial Statements
(i) Sale of goods
The Company recognizes revenue when control of the goods has been transferred to the customer, being when the goods are delivered to the customer, and there is no unfulfilled obligation that could affect the customer’s acceptance of the goods. Delivery occurs when the goods have been shipped to the specific location, and either the customer has accepted the goods in accordance with the terms of sales, the risks of obsolescence and loss have been transferred to the customer, and the Company has objective evidence that all criteria for acceptance have been satisfied. Sales discount and rebates are recognized and estimated based on historical experience and each contractual term. Revenue is only recognized to the extent that it is highly probable that a significant reversal will not occur. A refund liability is recognized for expected sales discounts and rebate payables to customers in relation to sales made until the end of the reporting period. No element of financing is deemed present as the sales are made with a credit term ranging from 30 to 120 days, which is consistent with the market practice.
The Company’ s obligation to provide a refund for faulty goods sold under the standard warranty terms is recognized as a provision for warranty; please refer to note 6(p).
A receivable is recognized when the goods are delivered, as this is the point in time that the Company has a right to an amount of consideration that is unconditional.
(ii) Rendering of services
The Company’ s revenue from providing product design and development services is recognized in the accounting period in which services are rendered.
- (iii) Financing components
The Company does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer, and the payment by the customer, exceeds one year. As a consequence, the Company does not adjust any of the transaction prices for the time value of money.
(q) Government grants
A government grant is recognized in profit or loss only when there is reasonable assurance that the Company will comply with the conditions associated with the grant and that the grant will be received.
A government grant is recognized in profit or loss in the period in which it becomes receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the Company without future related costs.
Loans from financial institutions with a guarantee from the government are recognized at fair value using the market interest rate. The difference between the fair value of the loan and the amount received is recorded as deferred income and recognized in non-operating income-other income on a systematic basis over the period of the loan.
(Continued)
- 307 -
QISDA CORPORATION Notes to the Parent-Company-Only Financial Statements
(r) Employee benefits
(i) Defined contribution plans
Obligations for contributions to defined contribution pension plans are expensed during the year in which employees render services.
(ii) Defined benefit plans
The liability recognized in respect of defined benefit pension plans is the present value of the defined benefit obligation at the reporting date, less, the fair value of plan assets. The discount rate for calculating the present value of the defined benefit obligation refers to the interest rate of high-quality government bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating the term of the related pension obligation. The defined benefit obligation is calculated annually by qualified actuaries using the projected unit credit method.
When the benefits of a plan are improved, the expense related to the increased obligations resulting from the services rendered by employees in the past years are recognized in profit or loss immediately.
The remeasurements of the net defined benefit liability (asset) comprise 1) actuarial gains and losses; 2) return on plan assets, excluding amounts included in net interest on the net defined benefit liability (asset); and 3) any change in the effect of the asset ceiling, excluding amounts included in net interest on the net defined benefit liability (asset). The remeasurements of the net defined benefit liabilities (asset) are recognized in other comprehensive income and then transferred to other equity.
The Company recognizes gains or losses on the curtailment or settlement of a defined benefit plan when the curtailment or settlement occurs. The gain or loss on curtailment or settlement comprises any resulting change in the fair value of plan assets and any change in the present value of the defined benefit obligation.
(iii) Short-term employee benefits
Short-term employee benefit obligations are measured on an undiscounted basis and are expensed during the period in which employees render services. A liability is recognized for the amount expected to be paid under short-term cash bonus or profit-sharing plans if the Company has a present legal or constructive obligation to make such payments as a result of past service provided by the employees, and the obligation can be estimated reliably.
(s) Income taxes
Income taxes comprise current taxes and deferred taxes. Current and deferred taxes are recognized in profit or loss unless they relate to business combinations or items recognized directly in equity or other comprehensive income.
Current taxes comprise the expected tax payable 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.
(Continued)
- 308 -
QISDA CORPORATION Notes to the Parent-Company-Only Financial Statements
Deferred income taxes are recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred taxes are not recognized for:
-
(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 1) affects neither accounting nor taxable profits (losses) and 2) 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 Company 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 tax assets are recognized for unused tax losses, 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 reduced to the extent that it is no longer probable that the related tax benefit will be realized; such reductions are reversed when the probability of future taxable profits improves.
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, and reflect uncertainty related to income taxes, if any.
Deferred tax assets and liabilities are offset if the following criteria are met:
-
(i) the Company 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.
(t)
Business combinations
The Company uses acquisition method for acquisitions of new subsidiaries. Goodwill is measured as the excess of the acquisition-date fair value of the consideration transferred (including any noncontrolling interest in the acquiree) over the net of the acquisition-date amounts of the identifiable assets acquired and liabilities assumed (generally at fair value). If the residual balance is negative, the Company shall re-assess whether it has correctly identified all of the assets acquired and liabilities assumed and record any additional assets or liabilities that are identified in that review, and shall recognize a gain on the bargain purchase thereafter.
(Continued)
- 309 -
QISDA CORPORATION Notes to the Parent-Company-Only Financial Statements
Acquisition-related costs are expensed as incurred except for the costs related to issuance of debt or equity instruments.
In a business combination achieved in stages, the Company shall re-measure its previously held equity interest in the acquiree at its acquisition-date fair value and recognize the resulting gain or loss in profit or loss. The amount previously recognized in other comprehensive income in relation to the changes in the value of the Company’s equity interest should be reclassified to profit or loss on the same basis as would be required if the Company had disposed directly of the previously held equity interest.
If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the provisional amounts for the items for which the accounting is incomplete are reported in the financial statements. During the measurement period, the provisional amounts recognized at the acquisition date are retrospectively adjusted to reflect new information obtained about facts and circumstances that existed as of the acquisition date. The measurement period shall not exceed one year from the acquisition date.
Contingent consideration as part of the consideration transferred is measured at the acquisition date fair value. Any fluctuation of the fair value during the measurement period after acquisition date is retrospectively adjusted to the acquisition cost and goodwill. The adjustments are to reflect new information obtained about facts and circumstances that existed as of the acquisition date. The measurement period shall not exceed one year from the acquisition date. For the fair value adjustments of the contingent consideration that occurred not during the measurement period, the accounting treatment will be based on the classification of contingent consideration. Contingent consideration classified as equity cannot be re-measured and has to be adjusted under owner’ s equity. Other contingent consideration should be subsequently measured at fair value at the end of each reporting period, and recognized in profit or loss.
(u) Earnings per share (“EPS”)
The basic and diluted EPS attributable to stockholders of the Company are disclosed in the financial statements. Basic EPS is calculated by dividing net income attributable to stockholders of the Company by the weighted-average number of common shares outstanding during the year. In calculating diluted EPS, the net income attributable to stockholders of the Company and weightedaverage number of common shares outstanding during the year are adjusted for the effects of dilutive potential common shares. The Company’s dilutive potential common shares are profit sharing for employees to be settled in the form of common stock.
(v) Operating segments
The Company discloses the operating segment information in the consolidated financial statements. Therefore, the Company does not disclose the operating segment information in the parent-companyonly financial statements.
(Continued)
- 310 -
QISDA CORPORATION Notes to the Parent-Company-Only Financial Statements
5. Critical accounting judgments and key sources of estimation uncertainty
The preparation of the parent-company-only financial statements in conformity with the Regulations Governing the Preparation of Financial Reports requires management to make 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 estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and the future periods affected.
Information about judgments made in applying the accounting policies that have significant effects on the amounts recognized in the parent-company-only financial statements is as follows:
Judgment regarding whether the Company has substantial control over the investee. Please refer to consolidated financial statements for the year ended December 31, 2023.
Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment within the next financial year is included as follows:
- (a) Valuation of inventories
Inventories are measured at the lower of cost and net realizable value. Due to the rapid technological innovations and highly competitive environments in the electronic industry, the life cycle of certain products of the Company are short and their market prices fluctuate rapidly, which could possibly result in a price decline and obsolescence of inventory, wherein the inventory cost may exceed its net realizable value. The net realizable value of the inventory is mainly determined based on assumption of future demand within a specific time horizon, which could result in significant adjustments.
(b) Assessment of impairment of goodwill from investments in subsidiaries
The assessment of impairment of goodwill requires the Company to make subjective judgments to identify cash-generating units, allocate the goodwill to relevant cash-generating units, and estimate the recoverable amount of relevant cash-generating units. Any changes in these estimates based on changed economic conditions or business strategies could result in significant adjustments in future years.
6. Significant account disclosures
- (a) Cash and cash equivalents
| Demand deposits and checking accounts Foreign currency deposits |
December 31, 2023 $ 180,482 2,352,474 $ 2,532,956 |
December 31, 2022 |
|---|---|---|
| 372,223 1,069,933 |
||
| 1,442,156 |
(Continued)
- 311 -
QISDA CORPORATION Notes to the Parent-Company-Only Financial Statements
(b) Financial instruments measured at fair value through profit or loss
Financial assets at fair value through profit or loss-current:Foreign currency forward contracts Foreign exchange swaps Privately held equity securities Financial liabilities at fair value through profit or loss -current:Foreign exchange swaps |
December 31, 2023 $ 37,360 - 96,126 $ 133,486 $ - |
December 31, 2022 |
|---|---|---|
| 8,276 734 - |
||
| 9,010 | ||
| 13,030 |
Please refer to note 6(x) for the amounts of gain (loss) recognized related to financial assets measured at fair value.
The Company entered into derivative contracts to manage foreign currency exchange risk resulting from its operating and financing activities. As of December 31, 2023 and 2022, the outstanding derivative financial instruments did not conform to the criteria for hedge accounting consisted of the following:
- (i) Foreign currency forward contracts
| CNY Buy/ USD Sell MYR Buy/ USD Sell (ii) Foreign exchange swaps NTD Buy/ USD Sell |
December 31, 2023 |
|---|---|
Contract amount (in thousands) Maturity period USD 46,550 2024/01~2024/02 December 31, 2022 |
|
Contract amount (in thousands) Maturity period MYR 41,000 2023/01~2023/02 December 31, 2022 |
|
Contract amount (in thousands) Maturity period USD 160,000 2023/03 |
NTD Buy/ USD Sell
(Continued)
- 312 -
QISDA CORPORATION Notes to the Parent-Company-Only Financial Statements
-
- -
(c) Financial assets at fair value through other comprehensive income non-current
| Equity investments at fair value through other comprehensive income: Domestic listed stocks Privately held equity securities |
December 31, 2023 $ 9,707,602 2,134 $ 9,709,736 |
December 31, 2022 |
|---|---|---|
| 8,027,425 155,170 |
||
| 8,182,595 |
The Company designated the equity investments shown above as financial assets at fair value through other comprehensive income because these investments are held for long-term for strategic purposes and not for trading.
No strategic investments were disposed for the years ended December 31, 2023 and 2022, and there were no transfers of any cumulative gain or loss within equity relating to these investments.
- (d) Notes and accounts receivable
| Notes and accounts receivable Notes and accounts receivable from related parties Less: loss allowance |
December 31, 2023 $ 8,967,138 14,112,765 23,079,903 (47,079) $ 23,032,824 |
December 31, 2022 10,151,172 11,574,537 21,725,709 (60,060) 21,665,649 |
|---|---|---|
(i) The Company applies the simplified approach to provide for its expected credit losses, i.e. the use of lifetime expected loss provision for all receivables (including receivables from related parties). Forward-looking information is taken into consideration as well. Analysis of expected credit losses on notes and accounts receivable (including receivables from related parties) was as follows:
| Current Past due 1-90 days Past due over 91 days |
December 31, 2023 | December 31, 2023 | |
|---|---|---|---|
| Gross carrying amount $ 18,048,994 5,026,952 3,957 $ 23,079,903 |
Weighted- average loss rate 0.04% 0.73% 100% |
Loss allowance | |
| 6,589 36,533 3,957 |
|||
| 47,079 |
(Continued)
- 313 -
QISDA CORPORATION Notes to the Parent-Company-Only Financial Statements
| Current Past due 1-90 days Past due over 91 days |
December 31, 2022 | December 31, 2022 | |
|---|---|---|---|
| Gross carrying amount $ 15,556,367 6,166,543 2,799 $ 21,725,709 |
Weighted- average loss rate 0.04% 0.83% 100% |
Loss allowance | |
| 6,301 50,960 2,799 |
|||
| 60,060 |
- (ii) Movements of the loss allowance for notes and accounts receivable (including receivables from related parties) were as follows:
| Balance at January 1 Impairment losses (gain on reversal of impairment loss) Balance at December 31 |
2023 $ 60,060 (12,981) $ 47,079 |
2022 |
|---|---|---|
| 42,731 17,329 |
||
| 60,060 |
- (iii) The Company entered into factoring contracts with financial institutions to sell its accounts receivable without recourse. According to these contracts, the Company is not responsible for any risk of uncollectible accounts receivable, but only for the loss due to commercial disputes. The Company derecognized the above accounts receivable because it has transferred substantially all of the risks and rewards of their ownership, and it does not have any continuing involvement in them. The receivables from the financial institutions were recognized as “other receivables” upon the derecognition of those accounts receivable. Details of these contracts at each reporting date were as follows:
| Underwriting bank Factored amount Taishin International Bank $ 921,910 (e) Other receivables Other receivables -othersOther receivables from related parties |
December 31, 2022 | December 31, 2022 | |||||
|---|---|---|---|---|---|---|---|
| Unpaid advance amount - |
Advance amount 921,190 |
Amount recognized in other receivables Range of interest rates Collateral - 5.48% - December 31, 2023 December 31, 2022 $ 5,160 34,219 6,717 10,007 $ 11,877 44,226 |
|||||
As of December 31, 2023 and 2022, no loss allowance was provided for other receivables after management’s assessment.
(Continued)
- 314 -
QISDA CORPORATION Notes to the Parent-Company-Only Financial Statements
(f) Inventories
| Raw materials Work in process Finished goods Work in process -outsourcedInventories in transit |
December 31, 2023 $ 851,305 141,245 4,687,098 469,966 49,658 $ 6,199,272 |
December 31, 2022 |
|---|---|---|
| 311,534 168,200 5,202,619 764,626 82,087 |
||
| 6,529,066 |
For the years ended December 31, 2023 and 2022, the cost of inventories sold amounted to $71,761,378 and $96,425,153, respectively, of which the write-downs of inventories to net realizable value amounted to $12,090, and $14,616, respectively.
(g) Investments accounted for using the equity method
A summary of the Company’s investments accounted for using the equity method at the reporting date is as follows:
| Subsidiaries Associates |
December 31, 2023 $ 50,189,425 5,509,523 $ 55,698,948 |
December 31, 2022 |
|---|---|---|
| 53,441,900 2,940,105 |
||
| 56,382,005 |
(i) Subsidiaries
Please refer to consolidated financial statements for the year ended December 31, 2023.
For the year ended December 31, 2023, the Company acquired additional 24.74% ownership of BBHC from CDH Medical Services Limited for a cash consideration of $5,656,725 and an investment payable of $628,958, wherein the difference between the decrease in noncontrolling interests and consideration paid amounting to $4,732,601 was recognized as - deductions to capital surplus difference between consideration and carrying amount arising from acquisition or disposal of shares of subsidiaries and retained earnings.
(Continued)
- 315 -
QISDA CORPORATION Notes to the Parent-Company-Only Financial Statements
(ii) Impairment test on goodwill
The excess of acquisition over the Company’s share of the net fair value of the identifiable assets acquired and liabilities assumed at the date of acquisition is recognized as goodwill, and any impairment of goodwill should be recognized as a deduction from the carrying amount of the investments accounted for using equity method. The carrying amounts of goodwill arising from business combinations of Alpha Networks Inc. (“Alpha”), DFI Inc.(“DFI”) and Partner Tech Corp. (“ PTT” ) and the respective CGUs to which the goodwill were allocated for impairment test purpose as of December 31, 2023 and 2022 were as follows:
| Alpha DFI PTT |
December 31, 2023 $ 1,730,813 $ 1,427,555 $ 810,579 |
December 31, 2022 |
|---|---|---|
| 1,730,813 | ||
| 1,427,555 | ||
| 810,579 |
Each CGU or group of CGUs to which the goodwill is allocated represents the lowest level within the group, at which the goodwill is monitored for internal management purpose. Based on the results of impairment tests conducted by the Company, no impairment loss was recognized as of December 31, 2023 and 2022. The recoverable amount of a CGU was determined based on the value in use, and the related key assumptions were as follows:
Alpha:Revenue growth rate Discount rates DFI :Revenue growth rate Discount rates PTT :Revenue growth rate Discount rates |
December 31, 2023 December 31, 2022 13%~15% 11% 18.44% 18.11% December 31, 2023 December 31, 2022 7%~17% 7%~15% 16.80% 14.00% December 31, 2023 December 31, 2022 6% 7%~13% 15.65% 16.20% |
|---|---|
-
1) The cash flow projections were based on future financial budgets, covering a period of 5 years, approved by management. Cash flows beyond that 5-year period have been extrapolated using 0% to 2.28% growth rate.
-
2) The estimation of discount rate is based on the weighted average cost of capital.
(Continued)
- 316 -
QISDA CORPORATION
Notes to the Parent-Company-Only Financial Statements
(iii) Investments in associates
| Name of Associates Darfon Electronics Corp. (“DFN”) Norbel Baby Co., Ltd. (“Norbel”) TCI GENE INC (“TCI Gene”) Topview Optronics Corporation (“Topview”) Others |
Main Business | Location Taiwan Taiwan Mainland China Taiwan |
December | December |
|---|---|---|---|---|
| Percentage of voting rights |
||||
| Manufacture and sale of computer peripheral products, power devices, green energy products and passive components Retail and wholesale of maternity and infant products, medical care products, dietary supplement, and cosmetics Genetic testing and wholesale of nutritional supplement Manufacture, sales and import and export of video surveillance cameras |
% 20.87 % 28.54 % 17.84 % 20.00 - |
In the second quarter of 2023, the Company acquired 28.54% ownership of Norbel for a cash consideration of 1,800,000. The equity-method was used to account for the investments as the Company has significant influence over Norbel.
In June 2023, the Company’s disposed parts of its ownership in Topview, wherein three of its directors had resigned, failing to own the majority of the board seats of Topview as of June 30, 2023, resulting in the Company to lose control over Topview and its subsidiaries, who were then no longer a subsidiary of the Company. Investments in Topview were reclassified to - investments accounted for using the equity method associates, resulting in a gain on disposal of investment of $273,124, which was included in other gains and losses.
In the second quarter of 2022, the Company invested an amount of $545,160 in TCI GENE Inc. to acquire 17.84% ownership of TCI GENE Inc., wherein the Company has significant influence over it
In the fourth quarter of 2022, the Company invested an amount of $163,850 in Rapidtek Technologies Inc. to acquire 17.38% ownership of Rapidtek Technologies Inc with its subsidiaries. The Company with its subsidiaries was elected as one of the five directors and has significant influence over Rapidtek Technologies Inc.
For the years ended December 31, 2023 and 2022, the Company’s shares of profits (losses) of associates amounted to $336,818 and $241,648, respectively.
The fair value of the investment in associates which are publicly traded were as follows:
| DFN | December 31, 2023 $ 3,143,871 |
December 31, 2022 |
|---|---|---|
| 2,192,589 |
(Continued)
- 317 -
QISDA CORPORATION Notes to the Parent-Company-Only Financial Statements
The summarized financial information in respect of each of the Company’s material associates is set out below:
- 1) The summarized financial information of DFN:
| Current assets Non-current assets Current liabilities Non-current liabilities Equity Equity attributable to non-controlling interests of DFN Equity attributable to shareholders of DFN Net sales Net income Other comprehensive income Total comprehensive income Total comprehensive income attributable to non-controlling interests of DFN Total comprehensive income attributable to shareholders of DFN The Company’s share of equity of associates at January 1 Net income attributable to the Company Other comprehensive income attributable to the Company Capital surplus and other adjustments attributable to the Company Dividends received from associates The carrying amount of investments in the associates at December 313 |
December 31, 2023 $ 21,637,187 13,244,407 (14,592,995) (4,519,500) $ 15,769,099 $ 3,564,494 $ 12,204,605 2023 $ 25,791,522 $ 1,897,101 945,051 $ 2,842,152 $ 289,781 $ 2,552,371 2023 $ 2,187,968 334,479 184,264 13,542 (174,014) $ 2,546,239 |
December 31, 2022 21,691,365 11,945,822 (14,613,333) (5,121,133) 13,902,721 3,388,170 10,514,551 2022 29,535,253 1,453,820 385,471 1,839,291 310,216 1,529,075 2022 2,040,465 250,265 75,878 (4,626) (174,014) 2,187,968 |
|---|---|---|
(Continued)
- 318 -
QISDA CORPORATION Notes to the Parent-Company-Only Financial Statements
| 2) | The summarized financial information of Norbel: | The summarized financial information of Norbel: | The summarized financial information of Norbel: | |||
|---|---|---|---|---|---|---|
| December 31, | ||||||
| 2023 | ||||||
| Current assets | $ | 2,549,818 | ||||
| Non-current assets | 1,967,855 | |||||
| Current liabilities | (716,744) | |||||
| Non-current liabilities | (840,762) | |||||
| Equity | $ | 2,960,167 | ||||
| From | ||||||
| April 26, | ||||||
| 2023 to | ||||||
| December 31, | ||||||
| 2023 | ||||||
| Net sales | $ | 2,361,669 | ||||
| Net income | $ | 114,962 | ||||
| Other comprehensive loss | (1,108) | |||||
| Total comprehensive income | $ | 113,854 | ||||
| From | ||||||
| April 26, | ||||||
| 2023 to | ||||||
| December 31, | ||||||
| 2023 | ||||||
| The Company’s share of equity of associates at April | 26, 2023 | $ | - | |||
| Purchase of investments | 1,800,000 | |||||
| Net income attributable to the Company | 10,786 | |||||
| Other comprehensive loss attributable to the Company | (316) | |||||
| Dividends received from associates | (100,000) | |||||
| The carrying amount of investments in | the associates | |||||
| at December 31, 2023 | $ | 1,710,470 | ||||
| 3) | Aggregate financial information of associates that were not individually | material to the | ||||
| Company was summarized as follows. The financial information was | included in the | |||||
| Company’s parent-company-only |
financial statements. | |||||
| December 31, | December 31, | |||||
| 2023 | 2022 | |||||
| The aggregate carrying amount of | associates that | |||||
| were not individually material to the | Company |
$ 1,252,814 |
752,137 | |||
(Continued)
- 319 -
QISDA CORPORATION
Notes to the Parent-Company-Only Financial Statements
| Attributable to the Company: Net loss Other comprehensive income (loss) Total comprehensive loss |
2023 $ (8,447) 1,362 $ (7,085) |
2022 (8,617) (204) (8,821) |
|---|---|---|
(h) Property, plant and equipment
| Cost: Balance at January 1, 2023 Additions Disposals Reclassification Balance at December 31, 2023 Balance at January 1, 2022 Additions Disposals Reclassification Balance at December 31, 2022 Accumulated depreciation: Balance at January 1, 2023 Depreciation Disposals Balance at December 31, 2023 Balance at January 1, 2022 Depreciation Disposals Balance at December 31, 2022 Carrying amounts: Balance at December 31, 2023 Balance at December 31, 2022 |
Land $ 805,484 - - - $ 805,484 $ 805,484 - - - $ 805,484 $ - - - $ - $ - - - $ - $ 805,484 $ 805,484 |
Buildings 1,830,220 13,681 - 5,204 1,849,105 1,762,480 35,336 - 32,404 1,830,220 1,296,478 45,940 - 1,342,418 1,249,489 46,989 - 1,296,478 506,687 533,742 |
Machinery 1,072,081 85,717 (10,588) 181,256 1,328,466 963,363 135,427 (54,092) 27,383 1,072,081 662,089 118,067 (10,588) 769,568 635,208 80,973 (54,092) 662,089 558,898 409,992 |
Other equipment 244,690 986 (14,374) 16,833 248,135 223,151 22,275 (5,124) 4,388 244,690 176,146 31,758 (13,494) 194,410 155,066 25,772 (4,692) 176,146 53,725 68,544 |
Construction in progress and equipment to be inspected 288,339 56,695 - (248,349) 96,685 234,976 148,600 - (95,237) 288,339 - - - - - - - - 96,685 288,339 |
Total |
|---|---|---|---|---|---|---|
| 4,240,814 157,079 (24,962 (45,056 |
||||||
| 4,327,875 | ||||||
| 3,989,454 341,638 (59,216 (31,062 |
||||||
| 4,240,814 | ||||||
| 2,134,713 195,765 (24,082 |
||||||
| 2,306,396 | ||||||
| 2,039,763 153,734 (58,784 |
||||||
| 2,134,713 | ||||||
| 2,021,479 | ||||||
| 2,106,101 |
The Company has obtained a parcel of land located at Yilan County for a period of time, at the amount of $104,324. Because of certain legal restrictions, this land was not registered under the name of the Company. In order to protect the Company’s rights to this land, the Company entered into an agreement with the registered owner. The contract specified that the Company retain all rights and obligations of the land.
Please refer to note 8 for a description of the Company’s property, plant and equipment pledged as collateral for long-term debt.
(Continued)
- 320 -
QISDA CORPORATION
Notes to the Parent-Company-Only Financial Statements
(i) Right-of-use assets
| Cost: Balance at January 1, 2023 Additions Disposals Reclassification to investment property Balance at December 31, 2023 Balance at January 1, 2022 Disposals Reclassification from investment property Balance at December 31, 2022 Accumulated depreciation: Balance at January 1, 2023 Depreciation Disposals Reclassification to investment property Balance at December 31, 2023 Balance at January 1, 2022 Depreciation Reclassification from investment property Disposals Balance at December 31, 2022 Carrying amounts: Balance at December 31, 2023 Balance at December 31, 2022 |
Buildings $ 950,424 9,901 (10,021) (7,895) $ 942,409 $ 860,447 (19,222) 109,199 $ 950,424 $ 514,813 98,256 (10,021) (4,276) $ 598,772 $ 386,754 99,051 48,230 (19,222) $ 514,813 $ 343,637 $ 435,611 |
|---|---|
(Continued)
- 321 -
QISDA CORPORATION Notes to the Parent-Company-Only Financial Statements
(j) Investment property
| Cost: Balance at January 1, 2023 Reclassification from right-of-use assets Balance at December 31, 2023 Balance at January 1, 2022 Reclassification to right-of-use assets Balance at December 31, 2022 Accumulated depreciation: Balance at January 1, 2023 Depreciation Reclassification from right-of-use assets Balance at December 31, 2023 Balance at January 1, 2022 Depreciation Reclassification to right-of-use assets Balance at December 31, 2022 Carrying amounts: Balance at December 31, 2023 Balance at December 31, 2022 Fair value: Balance at December 31, 2023 Balance at December 31, 2022 |
Right-of-use assets-buildings$ 287,736 7,895 $ 295,631 $ 396,935 (109,199) $ 287,736 $ 155,857 29,564 4,276 $ 189,697 $ 175,313 28,774 (48,230) $ 155,857 $ 105,934 $ 131,879 $ 158,653 $ 165,790 |
|---|---|
Investment property comprises a number of commercial properties that the Company leased to third parties. The fair value of the investment property is determined by considering the discounted value of the cash flow that the Company expects to receive the sub-lease rent. The inputs, which are used in the fair value measurement, were classified to Level 3.
As of December 31, 2023 and 2022, investment property was not pledged as collateral for bank loans.
(Continued)
- 322 -
QISDA CORPORATION Notes to the Parent-Company-Only Financial Statements
(k) Intangible assets
(i) The movements of cost and accumulated amortization of intangible assets were as follows:
| Cost: Balance at January 1, 2023 Additions Reclassification Balance at December 31, 2023 Balance at January 1, 2022 Additions Reclassification Balance at December 31, 2022 Accumulated amortization: Balance at January 1, 2023 Amortization Balance at December 31, 2023 Balance at January 1, 2022 Amortization Reclassification Balance at December 31, 2022 Carrying amounts: Balance at December 31, 2023 Balance at December 31, 2022 |
Computer software $ 349,774 240 - $ 350,014 $ 288,351 19,843 41,580 $ 349,774 $ 138,288 58,896 $ 197,184 $ 71,287 56,263 10,738 $ 138,288 $ 152,830 $ 211,486 |
Others 13,008 15,666 36,448 65,122 19,344 1,550 (7,886) 13,008 11,299 8,878 20,177 10,490 8,695 (7,886) 11,299 44,945 1,709 |
Total |
|---|---|---|---|
| 362,782 15,906 36,448 |
|||
| 415,136 | |||
| 307,695 21,393 33,694 |
|||
| 362,782 | |||
| 149,587 67,774 |
|||
| 217,361 | |||
| 81,777 64,958 2,852 |
|||
| 149,587 | |||
| 197,775 | |||
| 213,195 |
(ii) Amortization
The amortization of intangible assets is included in the following line items of the statement of comprehensive income:
| comprehensive income: | ||
|---|---|---|
| Cost of sales Operating expenses |
2023 $ 44,720 23,054 $ 67,774 |
2022 |
| 40,045 24,913 |
||
| 64,958 |
(Continued)
- 323 -
QISDA CORPORATION Notes to the Parent-Company-Only Financial Statements
(l) Short-term borrowings
| Unsecured bank loans Unused credit facilities Interest rate interval |
December 31, 2023 $ 6,500,000 $ 14,575,750 1.63%~1.7059% |
December 31, 2022 |
|---|---|---|
| 1,870,000 | ||
| 15,019,089 | ||
| 1.397%~1.67% |
- (m) Long-term debt
| Unsecured bank loans $ Secured bank loans Less: current portion of long-term debt $ Unused credit facilities $ Interest rate interval Maturity year |
December 31, 2023 21,930,804 - 21,930,804 (525,193) 21,405,611 22,183,839 1.3%~2.023% 2024~ 2028 |
December 31, 2022 26,074,908 1,425,000 27,499,908 (739,399) 26,760,509 14,225,333 1.175%~1.965% 2023~ 2026 |
|---|---|---|
- (i) Collateral for bank borrowings
Please refer to note 8 for a description of the Company’s assets pledged as collateral to secure the bank loans.
- (ii) Low interest rate loan from government assistance
In early 2020, the Company has obtained the low interest rate loans from banks in accordance with “ Guidelines of Project Loans for Returning Overseas Taiwanese Businesses” . The preferential interest rate ranged from 1.30% to 1.38%. The difference between the related loan amount and the estimated fair value of the loan using the prevailing market interest rate ranged from 1.65% to 1.83% was recognized as deferred government grant. The deferred income was transferred to other income when the loan was paid off.
- (iii) Compliance with loan agreement
According to the syndicated loan agreement signed between the Company and the banks, the Company has promised to maintain certain financial ratios based on the Company’ s semiannual reviewed consolidated financial statements and annual audited consolidated financial statements. If the Company violates any of the related financial ratios, the Company should mend it in a specific period, and the failure to maintain the required financial ratios during the amendment period would not be considered a default.
For the years ended December 31, 2023 and 2022, the Company’ s financial ratio was in compliance with the syndicated loan agreement.
(Continued)
- 324 -
QISDA CORPORATION Notes to the Parent-Company-Only Financial Statements
(n) Bonds payable
The details of the Company’s secured corporate bonds were as follows:
| Total secured corporate bonds issued Less: unamortized bond issuance cost Bonds payable -non-current |
December 31, 2023 $ 3,000,000 (3,910) $ 2,996,090 |
December 31, 2022 3,000,000 (4,985) 2,995,015 |
|---|---|---|
On June 28, 2022, the Company issued $3,000,000 of secured corporate bonds at par value. The bonds have 5-year term and are repayable on maturity, with a fixed interest rate of 1.80% per annum, with simple interest and interest payable annually.
(o) Lease liabilities
The carrying amounts of lease liabilities were as follows:
| Current Non-current |
December 31, 2023 $ 139,704 $ 370,048 |
December 31, 2022 |
|---|---|---|
| 137,022 | ||
| 500,255 |
For the maturity analysis, please refer to note 6(z) for the financial risk management.
The amounts recognized in profit or loss were as follows:
| The amounts recognized in profit or loss were as follows: | ||
|---|---|---|
| Expenses relating to short-term leases Income from sub-leasing right-of-use assets Interest expense on lease liabilities |
2023 $ 3,784 $ 153,534 $ 10,326 |
2022 |
| 7,709 | ||
| 144,537 | ||
| 12,618 |
The amounts recognized in the statement of cash flows for the Company was as follows:
| Total cash outflow for leases | 2023 $ 151,536 |
2022 |
|---|---|---|
| 146,158 |
(i) Real estate leases
The Company leases buildings for its office and factory. These leases typically run for a period of 2 to 10 years. The Company has to negotiate the new leased term and recognize relevant right-of-use assets and lease liabilities when the lease expires. Some of the leases include an option to renew the lease for an additional period of the same duration after the end of the contract term.
(ii) Other leases
The Company leases some transportation equipment with contract terms within one year. These leases are short-term and the Company has elected to apply exemption and not to recognize right-of-use assets and lease liabilities.
(Continued)
- 325 -
QISDA CORPORATION Notes to the Parent-Company-Only Financial Statements
- (p) Provisions
| Balance at January 1 Provisions made Amount utilized Amount reversed Balance at December 31 Current Non-current |
2023 $ 107,570 34,248 (16,426) (25,972) $ 99,420 $ 16,426 $ 82,994 |
2022 106,808 44,639 (19,875) (24,002) 107,570 23,769 83,801 |
|---|---|---|
Warranty provision is estimated based on historical warranty data associated with similar products and services. The Company expects to settle most of the warranty liability within three years from the date of the sale of the product.
(q) Operating lease —the Company acts as a lessor
The Company leased its land and buildings under operating leases. The future minimum lease payments under operating leases are as follows:
| Not later than 1 year Later than 1 year but not later than 5 years Later than 5 years |
December 31, 2023 $ 141,814 359,234 19,112 $ 520,160 |
December 31, 2022 |
|---|---|---|
| 143,892 463,290 31,954 |
||
| 639,136 |
In 2023 and 2022, the related rental income amounted to $153,534 and $144,537, respectively, and - was recognized under non-operating income and loss other income.
(r) Employee benefits
- (i) Defined benefit plans
The reconciliation between the present value of defined benefit obligations and the net defined benefit liabilities for defined benefit plans was as follows:
| Present value of defined benefit obligations Fair value of plan assets Net defined benefit liabilities |
December 31, 2023 $ 647,327 (380,166) $ 267,161 |
December 31, 2022 716,938 (439,897) 277,041 |
|---|---|---|
(Continued)
- 326 -
QISDA CORPORATION Notes to the Parent-Company-Only Financial Statements
The Company makes defined benefit plan contributions to the pension fund account at Bank of Taiwan that provides pension benefits for employees upon retirement. The plans (covered by the Labor Standards Law) entitle a retired employee to receive a payment based on years of service and average salary for the six months prior to the employee’s retirement.
1) Composition of plan assets
The pension fund (the “Fund”) contributed by the Company is managed and administered by the Bureau of Labor Funds of the Ministry of Labor (the Bureau of Labor Funds). According to the Regulations for Revenues, Expenditures, Safeguard and Utilization of the Labor Retirement Fund, with regard to the utilization of the Fund, minimum earnings shall be no less than the earnings attainable from two-year time deposits with interest rates offered by local banks.
As of December 31, 2023 and 2022, the Company’s labor pension fund account balance at Bank of Taiwan amounted to $380,166 and $439,897, respectively. Please refer to the website of the Bureau of Labor Funds for information on the labor pension fund assets including the asset portfolio and yield of the fund.
- 2) Movements in present value of defined benefit obligations
| Defined benefit obligations at January 1 Current service costs and interest expense Remeasurement on the net defined benefit liabilities: -Actuarial losses (gains) arising fromexperience adjustments -Actuarial losses (gains) arising from changesin financial assumptions Benefits paid by the plan Benefits paid by employer Defined benefit obligations at December 31 3) Movements of fair value of plan assets Fair value of plan assets at January 1 Interest income Remeasurement on the net defined benefit liabilities (assets) -Actuarial gainsContributions by the employer Benefits paid by the plan Fair value of plan assets at December 31 |
2023 $ 716,938 12,804 (8,181) 8,145 (81,537) (842) $ 647,327 2023 $ 439,897 7,523 1,804 12,479 (81,537) $ 380,166 |
2022 875,154 9,253 672 (92,194) (75,947) - 716,938 2022 462,771 2,875 36,399 13,799 (75,947) 439,897 |
|---|---|---|
(Continued)
- 327 -
QISDA CORPORATION Notes to the Parent-Company-Only Financial Statements
- 4) Changes in the effect of the asset ceiling
In 2023 and 2022, there was no effect of the asset ceiling.
- 5) Expenses recognized in profit or loss
| Current service costs Net interest expense on the net defined benefit liabilities Cost of sales Selling expenses Administrative expenses Research and development expenses |
2023 $ 541 4,740 $ 5,281 $ 907 814 654 2,906 $ 5,281 |
2022 3,823 2,555 |
|---|---|---|
| 6,378 | ||
| 3,564 607 421 1,786 |
||
| 6,378 |
- 6) Actuarial assumptions
The principal assumptions of the actuarial valuation were as follows:
| Discount rate Future salary increases rate |
December 31, 2023 December 31, 2022 % 1.625 % 1.750 % 3.000 % 3.000 |
|---|---|
The Company expects to make contribution of $11,966 to the defined benefit plans in the year following December 31, 2023.
The weighted average duration of the defined benefit plans is 13.05 years.
- 7) Sensitivity analysis
The following table summarizes the impact of a change in the assumptions on the present value of the defined benefit obligation on December 31, 2023 and 2022.
| December 31, 2023 Discount rate Future salary change |
Increase (decrease) in present value of defined benefit obligations 0.25% Increase 0.25% Decrease (16,153) 16,698 16,129 (15,678) |
|---|---|
(Continued)
- 328 -
QISDA CORPORATION Notes to the Parent-Company-Only Financial Statements
| December 31, 2022 Discount rate Future salary change |
Increase (decrease) in present value of defined benefit obligations 0.25% Increase 0.25% Decrease (18,472) 19,324 24,492 (23,745) |
|---|---|
Each sensitivity analysis considers the change in one assumption at a time, leaving the other assumptions unchanged. This approach shows the isolated effect of changing one individual assumption but does not take into account that some assumptions are related. The method used to carry out the sensitivity analysis is the same as the calculation of the net defined benefit liabilities recognized in the balance sheets.
(ii) Defined contribution plans
The Company contributes monthly an amount equal to 6% of each employee’s monthly wages to the employee’ s individual pension fund account at the Bureau of Labor Insurance in accordance with the provisions of the Labor Pension Act. Under this defined contribution plan, the Company has no legal or constructive obligation to pay additional amounts after contributing a fixed amount to the Bureau of Labor Insurance.
For the years ended December 31, 2023 and 2022, the Company recognized pension expenses of $92,713 and $93,626, respectively, in relation to the defined contribution plans.
(s) Income taxes
(i) The components of income tax expense were as follows:
| Current income tax expense (benefit) Deferred income tax expense (benefit) Origination and reversal of temporary differences Changes in unrecognized deductible temporary differences and tax losses Deferred income tax expense (benefit) Income tax expense |
2023 $ (44,735) (716,559) 767,261 50,702 $ 5,967 |
2022 192,503 83,742 (142,398) (58,656) 133,847 |
|---|---|---|
In 2023 and 2022, there was no income tax recognized directly in equity or other comprehensive income.
(Continued)
- 329 -
QISDA CORPORATION Notes to the Parent-Company-Only Financial Statements
Reconciliation of income tax expense and income before income tax for 2023 and 2022 was as follows:
| Income before income tax Income tax using the Company’s statutory tax rate Investment income recorded under equity method Gains on disposal of investments Surtax on undistributed earnings Tax-exempt dividend income Changes in unrecognized temporary differences and tax losses Others Income tax expense |
2023 $ 2,981,700 $ 596,340 (572,472) (54,625) - (87,572) 767,261 (642,965) $ 5,967 |
2022 8,385,777 1,677,155 (1,809,048) - 166,822 (133,552) (142,398) 374,868 133,847 |
|---|---|---|
-
(ii) Deferred income tax assets and liabilities
-
1) Unrecognized deferred income tax assets and liabilities
Unrecognized deferred income tax assets:
| Aggregate amount of temporary differences related to investments in subsidiaries Deductible temporary differences Tax losses Unrecognized deferred income tax liabilities: Aggregate amount of temporary differences related to investments in subsidiaries |
December 31, 2023 $ 1,268,550 1,558,577 - $ 2,827,127 December 31, 2023 $ 2,612,307 |
December 31, 2022 |
|---|---|---|
| 291,714 1,561,812 95,617 |
||
| 1,949,143 | ||
| December 31, 2022 |
||
| 2,501,584 |
As the Company is able to control the timing of the reversal of the temporary differences associated with investments in subsidiaries as of December 31, 2023 and 2022, and management considers that it is probable that the temporary differences will not reverse in the foreseeable future, such temporary differences are not recognized as deferred income tax assets and liabilities. In addition, as the Company determined that it is not probable that future taxable profits will be available against which the temporary differences and tax losses can be utilized, these items were not recognized as deferred income tax assets.
(Continued)
- 330 -
QISDA CORPORATION Notes to the Parent-Company-Only Financial Statements
- 2) Recognized deferred income tax assets and liabilities
Changes in the amount of deferred income tax assets and liabilities for 2023 and 2022 were as follows:
Deferred income tax assets:
| In 2023 Unrealized inter-company profits Deferred revenue Allowance for sales discounts Unrealized accrued expenses Others In 2022 Unrealized inter-company profits Deferred revenue Allowance for sales discounts Unrealized accrued expenses Others Deferred income tax liabilities: In 2023 Unrealized foreign exchange gains In 2022 Unrealized foreign exchange gains Unrealized inter-company losses |
Balance at January 1, 2023 $ 61,336 9,491 335,504 14,989 81,193 $ 502,513 Balance at January 1, 2022 $ - 27,500 360,015 14,989 92,080 $ 494,584 Balance at January 1, 2023 $ - Balance at January 1, 2022 $ (29,137) (21,590) $ (50,727) |
Recognized in profit or loss 7,418 1,412 (37,518) - (6,466) (35,154) Recognized in profit or loss 61,336 (18,009) (24,511) - (10,887) 7,929 Recognized in profit or loss (15,548) Recognized in profit or loss 29,137 21,590 50,727 |
Balance at December 31, 2023 68,754 10,903 297,986 14,989 74,727 467,359 Balance at December 31, 2022 61,336 9,491 335,504 14,989 81,193 502,513 Balance at December 31, 2023 (15,548) Balance at December 31, 2022 - - - |
|---|---|---|---|
(iii) The Company’ s income tax returns for the years through 2021 have been assessed by the R.O.C. tax authorities.
(Continued)
- 331 -
QISDA CORPORATION Notes to the Parent-Company-Only Financial Statements
(t) Capital and other equity
(i) Common stock
As of December 31, 2023 and 2022, the Company’ s authorized shares of common stock consisted of 50,000,000 thousand shares, of which 1,966,782 thousand shares were issued and outstanding. The par value of the Company’s common stock is $10 (Dollars) per share.
As of December 31, 2023 and 2022, the Company had issued 285 thousand units of global depository receipts (GDRs). The GDRs were listed on the Luxemburg Stock Exchange, and each GDR represents five common shares.
(ii) Capital surplus
| December 31, 2023 Share of changes in equity of associates $ 161,235 Changes in ownership interests in subsidiaries 1,815,016 Difference between consideration and carrying amount arising from acquisition or disposal of shares in subsidiaries 1 Proceeds from disposal of forfeited employee stock managed by an employee stock ownership trust 7,648 Claim for the disagreement right 75 $ 1,983,975 |
December 31, 2022 |
|---|---|
| 159,487 1,786,526 - 3,396 - |
|
| 1,949,409 |
Pursuant to the Company Act, any realized capital surplus is initially used to cover an accumulated deficit, and the balance, if any, could be transferred to common stock as stock dividends based on the original shareholding ratio or distributed as cash dividends based on a resolution approved by the stockholders. Realized capital surplus includes the premium derived from the issuance of shares of stock in excess of par value and donations from stockholders received by the Company. In accordance with the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, distribution of stock dividends from capital surplus in any one year shall not exceed 10% of paid-in capital.
(iii) Unappropriated earnings and dividend policy
The Company’s articles of incorporation stipulate that at least 10% of annual earnings after deducting an accumulated deficit, if any, must be retained as a legal reserve until such retention equals the amount of paid-in capital. In addition, a special reserve should be set aside or reversed in accordance with applicable laws and regulations. The remaining balance of the annual net income, together with unappropriated earnings from previous years, if any, can be distributed as dividends after the earnings distribution plan proposed by the Board of Directors and approved during the stockholders’ meeting. The abovementioned distribution of earnings by way of cash dividends should be approved by the Company’s Board of Directors and then reported to the Company’s shareholders in its meeting.
The Company may distribute its legal reserve or capital surplus to shareholders by issuing new shares or by distributing cash according to article 241 of the Company Act. The abovementioned distribution of earnings by way of cash dividends could be approved by the Company’s Board of Directors and then reported to the Company’s shareholders in its meeting.
(Continued)
- 332 -
QISDA CORPORATION Notes to the Parent-Company-Only Financial Statements
As the Company is a technology- and capital-intensive enterprise in its growing phase, the Company has adopted a remaining earnings appropriation method as its dividend policy in order to meet long-term capital needs and cash requirements of stockholders, and thereby maintain continuous development and steady growth.
The Company’s requirements for future expansion and cash flow are the primary factors that the Company considers when appropriating its earnings. The distribution ratio for cash dividends shall not be less than 10% of the total distribution.
1) Legal reserve
If a company has no accumulated deficit, it may, pursuant to a resolution approved by the stockholders, distribute its legal reserve to shareholders by issuing new shares or by distributing cash for the portion in excess of 25% of the paid-in capital.
2) Special reserve
In accordance with the requirements issued by the FSC, a portion of earnings shall be allocated as special reserve during earnings distribution. The Company shall make allocation of special reserve for 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 the after-tax net profit in the period that are included in the undistributed current-period earnings and the undistributed prior-period earnings. A portion of the undistributed prior-period earnings shall be reclassified to special earnings reserve (which does not qualify for earnings distribution) to account for cumulative changes to the net reduction of other shareholders’ equity pertaining to prior periods. The amounts of subsequent reversals pertaining to the net reduction of other shareholders’ equity shall qualify for additional distributions.
3) Earnings distribution
The appropriations of cash dividends of 2022 and 2021 earnings were approved by the Company’ s Board of Directors on March 6, 2023 and March 17, 2022, respectively. Other appropriations of 2022 and 2021 earnings were approved by the shareholders during their meetings on May 29, 2023 and May 31, 2022, respectively. The resolved appropriations were as follows:
| 2022 earnings | 2022 earnings | 2022 earnings | 2021 earnings | 2021 earnings | ||
|---|---|---|---|---|---|---|
| Dividends | Dividends | |||||
| per share | per share | |||||
| (in | dollars) | Amount | (in dollars) | Amount | ||
| Legal reserve | $ | 832,491 | 798,486 | |||
| Appropriation (reversal) of | $ | 4,243,165 | (431,423) | |||
| special reserve | ||||||
| Dividends per share: | ||||||
| Cash dividends | $ | 2.00 | 3,933,564 | 2.50 | 4,916,955 |
(Continued)
- 333 -
QISDA CORPORATION Notes to the Parent-Company-Only Financial Statements
On March 5, 2024, the appropriation of cash dividends of 2023 earnings was approved by the Company’s Board of Directors were as follows:
| Dividends per share: Cash dividends |
2023 earnings | 2023 earnings |
|---|---|---|
| Dividends per share (in dollars) $ 1.20 |
Amount | |
| 2,360,138 |
| (iv) | Other | equity items (net after tax) | |||
|---|---|---|---|---|---|
| 1) | Foreign currency translation differences | ||||
| 2023 | 2022 | ||||
| Balance at January 1 | $ | 875,030 | (1,723,237) | ||
| Foreign exchange differences arising from translation | |||||
| of foreign operations | (198,384) | 2,598,267 | |||
| Balance at December 31 | $ | 676,646 | 875,030 | ||
| 2) | Unrealized gains (losses) on financial assets at fair value | through other | comprehensive | ||
| income | |||||
| 2023 | 2022 | ||||
| Balance at January 1 | $ | (5,663,889) | 1,378,567 | ||
| Unrealized gains (losses) from investments in | |||||
| equity instruments at fair value through | |||||
| other comprehensive income | 1,466,613 | (5,899,090) | |||
| Disposal of financial assets at fair value through | |||||
| other comprehensive income by investees | (256,167) | (89,701) | |||
| Share of other comprehensive income (loss) | |||||
| of subsidiaries and associates | 672,183 | (1,053,665) | |||
| Balance at December 31 | $ | (3,781,260) | (5,663,889) | ||
| 3) | Remeasurement of defined benefit plans | ||||
| 2023 | 2022 | ||||
| Balance at January 1 | $ | (287,528) | (488,552) | ||
| Remeasurement of the defined benefit plans | 1,840 | 127,921 | |||
| Shares of remeasurement of the defined benefit plans | |||||
| of subsidiaries and associates accounted for using | |||||
| the equity method | 2,548 | 73,103 | |||
| Balance at December 31 | $ | (283,140) | (287,528) |
(Continued)
- 334 -
QISDA CORPORATION Notes to the Parent-Company-Only Financial Statements
(u) Earnings per share (“EPS”)
(i) Basic earnings per share
The basic earnings per share were calculated as the profit attributable to shareholders of the Company divided by the weighted-average number of ordinary shares outstanding as follows:
| Profit attributable to shareholders of the Company Weighted-average number of common shares outstanding (in thousands) Basic earnings per share (in New Taiwan dollars) (ii) Diluted earnings per share Profit attributable to shareholders of the Company Weighted-average number of common shares outstanding (in thousands) Effect of dilutive potential common shares (in thousands): Remuneration to employee Weighted-average number of common shares outstanding (including effect of dilutive potential common shares) (in thousands) Diluted earnings per share (in New Taiwan dollars) (v) Revenue from contracts with customers (i) Disaggregation of revenue Primary geographical markets: Asia Europe Americas Others Major products/services lines: Electronic products Other design and development service |
2023 $ 2,975,733 1,966,782 $ 1.51 2023 $ 2,975,733 1,966,782 9,059 1,975,841 $ 1.51 2023 $ 43,072,678 7,988,172 24,168,482 196,147 $ 75,425,479 $ 74,266,997 1,158,482 $ 75,425,479 |
2022 |
|---|---|---|
| 8,251,930 | ||
| 1,966,782 | ||
| 4.20 | ||
| 2022 | ||
| 8,251,930 | ||
| 1,966,782 28,003 |
||
| 1,994,785 | ||
| 4.14 | ||
| 2022 | ||
| 59,813,189 9,895,989 32,035,907 183,440 |
||
| 101,928,525 | ||
| 100,147,051 1,781,474 |
||
| 101,928,525 |
(Continued)
- 335 -
QISDA CORPORATION Notes to the Parent-Company-Only Financial Statements
(ii) Contract balances
| Notes and accounts receivable (including related parties) Less: loss allowance Contract liabilities |
December 31, 2023 $ 23,079,903 (47,079) $ 23,032,824 $ 781,653 |
December 31, 2022 21,725,709 (60,060) 21,665,649 702,353 |
January 1, 2022 20,180,783 (42,731) 20,138,052 556,308 |
|---|---|---|---|
For details on notes and accounts receivable and related loss allowance, please refer to note 6(d).
The amounts of revenue recognized for the years ended December 31, 2023 and 2022 that was included in the contract liability balances at January 1, 2023 and 2022 were $182,070 and $556,308, respectively.
(w) Remuneration to employees and directors
The Company’s Article of Incorporation requires that earnings shall first to be offset against any deficit, then, a range from 5% to 20% will be distributed as remuneration to its employees and no more than 1% to its directors. Employees who are entitled to receive the abovementioned employee remuneration, in shares or cash, include the employees of the subsidiaries of the Company who meet certain specific requirement.
For the years ended December 31, 2023 and 2022, the Company estimated its remuneration to employees amounting to $245,716 and $681,239, respectively, and the remuneration to directors amounting to $6,800 and $18,672, respectively. The abovementioned estimated amounts are calculated based on the net profits before tax of each period (excluding the remuneration to employees and directors), multiplied by a certain percentage of the remuneration to employees and directors. The estimations are recognized as cost of sales or operating expenses. If the actual amounts differ from the estimated amounts, the differences shall be accounted as changes in accounting estimates and recognized as profit or loss in next year.
The estimated remuneration to employees and directors for 2023 and 2022 were the same as the amount approved by the Company’ s Board of Directors on March 5, 2024 and March 6, 2023, respectively, and paid in cash. Related information is available on the Market Observation Post System website of the Taiwan Stock Exchange.
-
(x) Non-operating income and loss
-
(i) Interest income
| Interest income from bank deposits | 2023 $ 99,692 |
2022 |
|---|---|---|
| 20,696 |
(Continued)
- 336 -
QISDA CORPORATION Notes to the Parent-Company-Only Financial Statements
| (ii) Other income Rental income Dividend income Government grants income (iii) Other gains and losses, net Gain on disposal of property, plant and equipment Gain on disposal of investments (note 6(g)) Foreign currency exchange gains (losses) Losses on financial assets and liabilities at fair value through profit or loss Others (iv) Finance costs Interest expense from loans Interest expense on lease liabilities (y) Financial instruments (i) Categories of financial instruments 1) Financial assets Financial assets at fair value through profit or loss Financial assets at fair value through other comprehensive income Financial assets measured at amortized cost: Cash and cash equivalents Notes and accounts receivable and other receivables (including related parties) Other financial assets -non-currentSubtotal Total |
2023 $ 153,534 437,858 7,282 $ 598,674 2023 $ 2,379 273,124 16,124 (34,954) 28,148 $ 284,821 2023 $ (657,732) (10,326) $ (668,058) December 31, 2023 $ 133,486 9,709,736 2,532,956 23,044,701 38,566 25,616,223 $ 35,459,445 |
2022 144,537 667,761 15,002 827,300 2022 1,582 - (470,750) (149,403) 32,075 (586,496) 2022 (540,450) (12,618) (553,068) December 31, 2022 9,010 8,182,595 1,442,156 21,709,875 71,959 23,223,990 31,415,595 |
|---|---|---|
(Continued)
- 337 -
QISDA CORPORATION Notes to the Parent-Company-Only Financial Statements
2) Financial liabilities
| Financial liabilities at fair value through profit or loss Financial liabilities measured at amortized cost: Short-term borrowings Notes and accounts payable and other payables (including related parties) Lease liabilities (including current portion and related parties) Bonds payable Long-term debt (including current portion) Other non-current liabilities -guarantee depositsSubtotal Total |
December 31, 2023 $ - 6,500,000 28,729,237 509,752 2,996,090 21,930,804 9,781 60,675,664 $ 60,675,664 |
December 31, 2022 |
|---|---|---|
| 13,030 | ||
| 1,870,000 20,929,850 637,277 2,995,015 27,499,908 12,805 |
||
| 53,944,855 | ||
| 53,957,885 |
-
(ii) Fair value information
-
1) Financial instruments not measured at fair value
The Company considers that the carrying amounts of financial assets and financial liabilities measured at amortized cost approximate their fair values.
- 2) Financial instruments measured at fair value
The financial department of the Company evaluates the fair value of financial instrument and utilizes the assistance from external experts or financial institutions for the evaluation of fair value when necessary, and regularly revises the inputs and makes essential adjustments on the fair value to confirm the evaluation results are reasonable.
The financial instruments at fair value through profit and loss and financial assets at fair value through other comprehensive income are measured at fair value on a recurring basis. The table below analyzes financial instruments that are measured at fair value subsequent to initial recognition, grouped into Levels 1 to 3 based on the degree to which the fair value is observable. The different levels have been defined as follows:
-
a) Level 1: quoted prices (unadjusted) in active markets for identified assets or liabilities.
-
b) Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices).
-
c) Level 3: inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).
(Continued)
- 338 -
QISDA CORPORATION Notes to the Parent-Company-Only Financial Statements
| Financial assets at fair value through profit and loss: Derivative instruments -foreigncurrency forward contracts Privately held equity securities Financial assets at fair value through other comprehensive income: Domestic listed stocks Privately held equity securities |
December 31, 2023 | December 31, 2023 | ||
|---|---|---|---|---|
| Fair Value | ||||
| Level 1 $ - - $ - $ 9,707,602 - $ 9,707,602 |
Level 2 37,360 - 37,360 - - - |
Level 3 - 96,126 96,126 - 2,134 2,134 |
Total | |
| 37,360 96,126 |
||||
| 133,486 | ||||
| 9,707,602 2,134 |
||||
| 9,709,736 |
| Level 1 Financial assets at fair value through profit and loss: Derivative instruments -foreigncurrency forward contracts $ - Derivative instruments -foreignexchange swaps - Subtotal $ - Financial assets at fair value through other comprehensive income: Domestic listed stocks $ 8,027,425 Privately held stocks - Subtotal $ 8,027,425 Financial liabilities at fair value through profit and loss: Derivative instruments -foreignexchange swaps $ - |
December 31, 2022 | December 31, 2022 | ||
|---|---|---|---|---|
| Fair Value | ||||
| Level 2 8,276 734 9,010 - - - 13,030 |
Level 3 - - - - 155,170 155,170 - |
Total | ||
| 8,276 734 |
||||
| 9,010 | ||||
| 8,027,425 155,170 |
||||
| 8,182,595 | ||||
| 13,030 |
3) Valuation techniques and assumptions used in fair value measurement
- a) Non-derivative financial instruments
The fair value of financial instruments traded in active liquid markets is determined with reference to quoted market prices.
For listed stock with standard terms and conditions and traded in active markets. The fair value is based on quoted market prices.
(Continued)
- 339 -
QISDA CORPORATION Notes to the Parent-Company-Only Financial Statements
The fair value of privately held equity securities is estimated by using the market approach and is determined by reference to valuations of similar companies, net worth and recent operating activities. The significant unobservable inputs is primarily the liquidity discounts. No quantitative information is disclosed due to that the possible changes in liquidity discounts would not cause significant potential financial impact.
- b) Derivative financial instruments
The fair value of derivative financial instruments is determined using a valuation technique generally accepted by market participants. The fair value of foreign currency forward contracts and foreign exchange swaps is usually determined by the forward exchange rate.
- 4) Transfer between levels of the fair value hierarchy
There was no transfer among fair value hierarchies for the years ended December 31, 2023 and 2022.
- 5) Movement in financial assets included in Level 3 fair value hierarchy
Financial assets at fair value through profit or loss:
| Balance at January 1 Additions Balance at December 31 |
2023 |
|---|---|
| $ - 96,126 $ 96,126 |
Financial assets at fair value through other comprehensive income:
| Balance at January 1 Additions Recognized in other comprehensive income Balance at December 31 |
2023 $ 155,170 60,528 (213,564) $ 2,134 |
2022 |
|---|---|---|
| - 155,170 - |
||
| 155,170 |
(z) Financial risk management
The Company is exposed to credit risk, liquidity risk, and market risk (including currency risk, interest rate risk, and other market price risk). The Company has disclosed the information on exposure to the aforementioned risks and the Company’s policies and procedures to measure and manage those risks as well as the quantitative information below.
The Company’s Board of Directors is responsible for developing and monitoring the Company’s risk management policies. The Company’ s risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor adherence to the controls. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company’s operations.
(Continued)
- 340 -
QISDA CORPORATION
Notes to the Parent-Company-Only Financial Statements
The Company’ s management monitors and reviews financial activities in accordance with procedures required by relevant regulations and internal controls. Internal auditors undertake both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the Company’s Board of Directors.
(i) Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty of a financial instrument fails to meet its contractual obligations, and arises principally from the Company’s cash and cash equivalents, derivative instruments, receivables from customers, and other receivables. The maximum exposure to credit risk is equal to the carrying amount of the Company’s financial assets.
The Company maintains cash and enters into derivative transactions with various reputable financial institutions; therefore, the exposure related to potential default by those counterparties is not considered significant.
The majority of the Company’s customers are well-known international companies with high financial transparency in the electronics industry. As of December 31, 2023 and 2022, 74% and 72%, respectively, of the Company’s notes and accounts receivable were concentrated in the top five customers. In order to reduce credit risk of accounts receivable, the Company has established a credit policy under which each customer is analyzed individually for creditworthiness for the purpose of setting the credit limit. Additionally, the Company continuously evaluates the credit quality of customers and utilizes insurance to minimize the risk.
The Company’s policy provides financial guarantees only to wholly owned subsidiaries. As of December 31, 2023 and 2022, except for its subsidiaries, the Company did not provide any other guarantees and endorsements.
(ii) Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in settling its financial liabilities by delivering cash or other financial assets. The Company manages liquidity risk by monitoring regularly the current and mid- to long-term cash demand, maintaining adequate cash and banking facilities, and ensuring compliance with the terms of the loan agreements. As of December 31, 2023 and 2022, the Company had unused credit facilities of $35,837,089 and $29,244,422, respectively.
(Continued)
- 341 -
QISDA CORPORATION Notes to the Parent-Company-Only Financial Statements
The table below summarizes the maturity profile of the Company’s financial liabilities based on contractual undiscounted payments, including principal and interest.
| December 31, 2023 Non-derivative financial liabilities: Short-term borrowings with floating interest rates Lease liabilities Bonds payable with fixed interest rates Long-term debt with floating interest rates Notes and accounts payable Other payables Guarantee deposits Derivative financial instruments: Foreign currency forward contracts: Outflow Inflow December 31, 2022 Non-derivative financial liabilities: Short-term borrowings with floating interest rates Lease liabilities Bonds payable with fixed interest rates Long-term debt with floating interest rates Notes and accounts payable Other payables Guarantee deposits Derivative financial instruments: Foreign currency forward contracts: Outflow Inflow Foreign exchange swaps: Outflow Inflow |
Contractual cash flows $ 6,510,098 526,705 3,189,000 23,452,483 26,328,292 2,400,945 9,781 $ 62,417,304 $ 1,394,053 (1,431,413) $ (37,360) $ 1,873,773 664,319 3,243,000 27,678,690 18,695,912 2,233,938 12,805 $ 54,402,437 $ 278,203 (286,479) 4,929,096 (4,916,800) $ 4,020 |
Within 6 months 6,510,098 73,876 27,000 499,090 26,328,292 2,400,945 - 35,839,301 1,394,053 (1,431,413) (37,360) 1,873,773 73,876 27,000 412,148 18,695,912 2,233,938 - 23,316,647 278,203 (286,479) 4,929,096 (4,916,800) 4,020 |
6-12 months - 73,876 27,000 435,507 - - - 536,383 - - - - 73,454 27,000 422,570 - - 286 523,310 - - - - - |
1-2 years - 148,519 54,000 6,205,116 - - 3,101 6,410,736 - - - - 142,683 54,000 12,216,894 - - 6,309 12,419,886 - - - - - |
2-5 years - 230,434 3,081,000 16,312,770 - - 125 19,624,329 - - - - 374,306 3,135,000 14,627,078 - - 116 18,136,500 - - - - - |
More than 5 years - - - - - - 6,555 |
|---|---|---|---|---|---|---|
| 6,555 | ||||||
| - - |
||||||
| - | ||||||
| - - - - - - 6,094 |
||||||
| 6,094 | ||||||
| - - - - |
||||||
| - |
The Company does not expect that the cash flows included in the maturity analysis would occur significantly earlier or at significantly different amounts.
(Continued)
- 342 -
QISDA CORPORATION Notes to the Parent-Company-Only Financial Statements
(iii) 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 Company’ s income or the value of its financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.
The Company utilizes derivative financial instruments to manage market risk and the volatility of profit or loss. All such transactions are carried out within the guidelines set by the Company’s Board of Directors.
- 1) Foreign currency risk
The Company utilizes foreign currency forward contracts and foreign exchange swaps to hedge its foreign currency exposure with respect to its sales and purchases. These financial instruments help to reduce, but do not eliminate, the impact of foreign currency exchange rate movements.
The maturity dates of derivative financial instruments the Company entered into were less than six months and did not conform to the criteria for hedge accounting.
The Company’s exposure to foreign currency risk arises from cash and cash equivalents, notes and accounts receivable (including related-party transactions), notes and accounts payable (including related-party transactions), other receivables (including related-party transactions), other payables (including related-party transactions), and loans and borrowings that are denominated in a currency other than the functional currency of Company. At the reporting date, the carrying amounts of the Company’ s significant monetary assets and liabilities denominated in a currency other than the functional currency of the Company and the sensitivity analysis were as follows:
| Financial assets USD Financial liabilities |
December 31, 2023 | December 31, 2023 | December 31, 2023 | |
|---|---|---|---|---|
| Foreign currency (in thousands) $ 816,760 860,117 |
Exchange rate 30.750 30.750 |
NTD (in thousands) 25,115,370 26,448,598 |
Change in magnitude Pre-tax effect on profit or loss % 1 251,154 % 1 264,486 |
|
| USD |
| Financial assets USD Financial liabilities |
December 31, 2022 | December 31, 2022 | December 31, 2022 | |
|---|---|---|---|---|
| Foreign currency (in thousands) $ 736,762 601,115 |
Exchange rate 30.730 30.730 |
NTD (in thousands) 22,640,696 18,472,264 |
Change in magnitude Pre-tax effect on profit or loss % 1 226,407 % 1 184,723 |
|
| USD |
(Continued)
- 343 -
QISDA CORPORATION Notes to the Parent-Company-Only Financial Statements
As the Company deals in diverse foreign currencies, gains and losses on foreign exchange were summarized as a single amount. Please refers to note 6(x) for the aggregate of realized and unrealized foreign exchange gains for the years ended December 31, 2023 and 2022.
2) Interest rate risk
The Company’s short-term borrowings and long-term debt carried floating interest rates. To manage the interest rate risk, the Company periodically assesses the interest rates of bank loans and maintains good relationships with financial institutions to obtain lower financing costs. The Company also strengthens the management of working capital to reduce the dependence on bank loans as well as the risk arising from fluctuation of interest rates.
The following sensitivity analysis is based on the risk exposure to floating-interest-rate liabilities on the reporting date. The sensitivity analysis assumes the liabilities recorded at the reporting date had been outstanding for the entire period.
If interest rates had been 100 basis points (1%) higher/lower, with all other variables held constant, pre-tax income for the years ended December 31, 2023 and 2022 would have been $284,308 and $293,699, respectively, lower/higher, which mainly resulted from the borrowings with floating interest rates.
3) Other market price risk
The Company is exposed to the risk of price fluctuation in the securities market due to the equity investment. The Company supervises the equity price risk actively and manages the risk based on fair value.
Assuming a hypothetical increase or decrease of 5% in equity prices of the equity investments at each reporting date, the other comprehensive income for the years ended December 31, 2023 and 2022, would have increased or decreased by $485,487 and $409,130, respectively.
(aa) Capital management
In consideration of the industry dynamics and future developments, as well as external environment factors, the Company maintains an optimal capital structure to enhance long-term shareholder value by managing its capital in a manner to ensure that it has sufficient and necessary financial resources to fund its working capital needs, capital expenditures, repayment of debts, dividend payments, and other business requirements for continuing operations and to reward shareholders and take into consideration the interests of other stakeholders. The Company monitors its capital through reviewing the liability-to-equity ratio periodically.
(Continued)
- 344 -
QISDA CORPORATION Notes to the Parent-Company-Only Financial Statements
The Company’s liability-to-equity ratio at the end of each reporting period was as follows:
| Total liabilities Total equity Liability-to-equity ratio |
December 31, 2023 $ 63,507,616 $ 37,057,358 % 171.38 |
December 31, 2022 |
|---|---|---|
| 57,088,311 | ||
| 40,726,314 | ||
| % 140.18 |
-
(ab) Investing and financing activities not affecting current cash flow
-
(i) Please refer to note 6(i) for a description of acquisition of right-of-use assets under lease in 2023.
-
(ii) Reconciliation of liabilities arising from financing activities was as follows:
| Short-term borrowing Long-term debts Bonds payable Lease liabilities Total liabilities from financing activities |
January 1, 2023 $ 1,870,000 27,499,908 2,995,015 637,277 $ 33,002,200 |
Cash flows 4,630,000 (5,559,986) - (137,426) (1,067,412) |
Non-cash | changes Others - (9,118) 1,075 - (8,043) |
December 31, 2023 |
|---|---|---|---|---|---|
| Additions - - - 9,901 9,901 |
|||||
| 6,500,000 21,930,804 2,996,090 509,752 |
|||||
| 31,936,646 |
| Short-term borrowing Long-term debts Bonds payable Lease liabilities Total liabilities from financing activities |
January 1, 2022 $ 3,417,200 21,052,602 - 763,108 $ 25,232,910 |
Cash flows (1,547,200) 6,461,718 2,994,473 (125,831) 7,783,160 |
Non-cash | changes Others - (14,412) 542 - (13,870) |
December 31, 2022 |
|---|---|---|---|---|---|
| Additions - - - - - |
|||||
| 1,870,000 27,499,908 2,995,015 637,277 |
|||||
| 33,002,200 |
(Continued)
- 345 -
QISDA CORPORATION Notes to the Parent-Company-Only Financial Statements
7. Related-party transactions
- (a) Name and relationship with related parties
The followings are subsidiaries and other related parties that have had transactions with the Company during the reporting periods.
Name of related party
Qisda Sdn. Bhd. (“QLPG”) Qisda America Corp. (“QALA”) Qisda Japan Co., Ltd. (“QJTO”) BenQ Corp. (“BenQ”) BenQ Material Corp. (“BMC”) BenQ Dialysis Technology Corp. (“BDT”) Qisda Optronics Corp. (“QTOS”) Qisda (L) Corp. (“QLLB”) Darly Venture (L) Ltd. (“Darly”) Darly Venture Inc. (“APV”) BenQ BM Holding Cayman Corp. (“BBHC”) BenQ Biotech (Shanghai) Co., Ltd. (“BBC”) Guangxi Youshan Medical Technology Co., Ltd. (“Youshan”) Wangcheng Medical Technology(Chengdu) Co., Ltd. (“Wangcheng”) Shanghai Filter Technology Co., Ltd. (“ Filter”) Shanghai Zhenglang Medical Equipment Co., Ltd. (“Zhenglang”) Shanghai Perfusion Medical Technology Co., Ltd. Qisda Vietnam Co., Ltd. (“QVH”) Qisda (Suzhou) Co., Ltd. (“QCSZ”) Qisda (Hong Kong) Limited (“QCHK”) BenQ Medical (Shanghai) Co., LTD. (“BMSH”) Qisda (Shanghai) Co., Ltd. (“QCSH”) Qisda Electronics (Suzhou) Co., Ltd. (“QCES”) Qisda Optronics (Suzhou) Co., Ltd. (“QCOS”) Qisda Precision Industry (Suzhou) Co., Ltd. (“QCPS”) ACE Energy Co., Ltd. (“AEG”) BenQ Europe B.V. (“BQE”) BenQ Asia Pacific Corp. (“BQP”) BenQ America Corporation (“BQA”) BenQ Latin America Corp. (“BQL”) Mainteq Europe B.V. (“MQE”)
Relationship with the Company The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary
The Company’s subsidiary
The Company’s subsidiary The Company’s subsidiary
The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary
(Continued)
- 346 -
QISDA CORPORATION Notes to the Parent-Company-Only Financial Statements
Relationship with the Company The Company’s subsidiary The Company’s subsidiary
Name of related party Darly2 Venture Co., Ltd. (“Darly 2”) The Company’s subsidiary BenQ Intelligent Technology (Hong Kong) Co., Ltd. The Company’s subsidiary (“BQHK_HLD”) BenQ INFTY Lab Ltd. (“INF”) The Company’s subsidiary BenQ Guru Holding Limited (“GSH”) The Company’s subsidiary BenQ Medical Technology Corp. (“BMTC”) The Company’s subsidiary PT BenQ Teknologi Indonesia (“BQid”) The Company’s subsidiary BenQ Korea Co., Ltd. (“BQkr”) The Company’s subsidiary BenQ Japan Co., Ltd. (“BQjp”) The Company’s subsidiary BenQ Australia Pty Ltd. (“BQau”) The Company’s subsidiary BenQ (M.E.) FZE (“BQme”) The Company’s subsidiary BenQ India Private Ltd. (“BQin”) The Company’s subsidiary BenQ Singapore Pte Ltd. (“BQsg”) The Company’s subsidiary BenQ Service & Marketing (M) Sdn. Bhd (“BQmy”) The Company’s subsidiary BenQ (Thailand) Co., Ltd. (“BQth”) The Company’s subsidiary BenQ Vietnam Co., Ltd. (BQvn) The Company’s subsidiary BenQ Technology (Shanghai) Co., Ltd. (“BQls”) The Company’s subsidiary ShengCheng Trading (Shanghai) Co., Ltd. (“BQsha_EC2”) The Company’s subsidiary BenQ Intelligent Technology (Shanghai) Co., Ltd. The Company’s subsidiary (“BQC_RO”) Guru Systems (Suzhou) Co., Ltd. (“GSS”) The Company’s subsidiary Metaguru Corporation (“MRU”) The Company’s subsidiary BenQ Canada Corp. (“BQca”) The Company’s subsidiary BenQ Mexico S. de R.L. de C.V. (“BQmx”) The Company’s subsidiary Joytech LLC. (“Joytech”) The Company’s subsidiary Vividtech LLC. (“Vividtech”) The Company’s subsidiary MaxGen Comercio Industrial Imp E Exp Ltda. (“MaxGen”) The Company’s subsidiary BenQ Service de Mexico S. de R.L. de C.V. (“BQsm”) The Company’s subsidiary BenQ UK Limited (“BQuk”) The Company’s subsidiary BenQ Deutschland GmbH (“BQde”) The Company’s subsidiary BenQ Iberica S.L. Unipersonal (“BQib”) The Company’s subsidiary BenQ Austria GmbH (“BQat”) The Company’s subsidiary BenQ Benelux B.V. (“BQnl”) The Company’s subsidiary BenQ Italy S.R.L. (“BQit”) The Company’s subsidiary BenQ France SAS (“BQfr”) The Company’s subsidiary BenQ Nordic A.B. (“BQse”) The Company’s subsidiary BenQ LLC. (“BQru”) The Company’s subsidiary BenQ BM Holding Corp. (“BBM”) The Company’s subsidiary Darly Consulting Corporation (“Darly C”) The Company’s subsidiary
(Continued)
- 347 -
QISDA CORPORATION Notes to the Parent-Company-Only Financial Statements
Name of related party
Highview Investments Limited (“Highview”) Asiaconnect International Company (“Asiaconnect”) LILY Medical Corporation (“LILY”) BenQ AB Dentcare Corporation (“BABD”) BenQ HealthCare Corporation (“BHS”) EASTECH CO., LTD. (“EASTECH“) BenQ Medical Technology (Shanghai) Ltd. (“BMTS”) Concord Medical Co., Ltd. (“Concord”) LILY Medical (Suzhou) Co., Ltd. (“ALS”) New Best Hearing International Trade Co., Ltd. (“NBHIT”) Concord Healthcare Co., Ltd. (“CCHC”) CKCARE Co., Ltd. (“CKCARE”) BenQ Materials (L) Co. (“BMLB”) Sigma Medical Supplies Corp. (“SGM”) Suzhou Sigma Medical Supplies Co., Ltd. Genejet Biotech Co., Ltd. (“GJB”) Cenefom Corp. (“CENEFOM”) BenQ Material (Suzhou) Co., Ltd. (“BMS”) Daxon Biomedical (Suzhou) Co., Ltd. (“DTB”) BenQ Materials Medical Supplies (Suzhou) Co., Ltd. (“BMM”) BenQ Materials (Wuhu) Co., Ltd. Web-Pro Corporation (“WPC”) Beyond Top Pte. Ltd. (“WPSG”) Web-Pro (Vietnam) Co., Ltd. (“WPVN”) Nanjing BenQ Hospital Co., Ltd. (“NMH”) Suzhou BenQ Hospital Co., Ltd. (“SMH”) BenQ Hospital Management Consulting (Nanjing) Co., Ltd. (“NMHC”) BenQ Healthcare Consulting Corporation (“BHCC”) Suzhou BenQ Investment Co., Ltd. (“BIC”) Partner Tech Corp. (“PTT”) Partner-Tech Europe GmbH (“PTE”) Partner Tech Middle East FZCO (“PTME”) Partner Tech North Africa (“PTNA”) Partner Tech France (“PTF”) Partner Tech UK Corp., Ltd. (“PTUK”) P&S Investment Holding Co., Ltd. (B.V.I.) Partner Tech (Shanghai) Co., Ltd. (“PTCM”)
Relationship with the Company The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary
The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary
The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary
(Continued)
- 348 -
QISDA CORPORATION Notes to the Parent-Company-Only Financial Statements
Name of related party
Partner Tech USA Inc. (“PTU”) Webest Solution Corporation (“WEBEST”) Mace Digital Corporation(“PTMG”) Sloga Team D.o.o. (“Sloga”) Retail Solution & System S.L. (“RSS”) E-POS International LLC (“E-POS”) Epoint Systems Pte. Ltd. (“PTSE”) Partner Tech Africa Pacific Corp. La Fresh information Co., Ltd. (“PTTN”) Corex (Pty) Ltd. (“Corex”) Ace Pillar Co., Ltd. (“ACE”) Cyber South Management Ltd. Tianjin Ace Pillar Co., Ltd. Hong Kong Ace Pillar Enterprise Company Limited Bluewalker GmbH (“BWA”) Standard Technology Corp. (“STC”) Standard Technology Corp. (“STCBVI”) Standard International Trading (Shanghai) Co., Ltd. Proton Inc. Ace Tek (HK) Holding Co., Ltd. Suzhou Super Pillar Automation Equipment Co., Ltd. Grace Transmission (Tianjin) Co., Ltd. Advancedtek Ace (TJ) Inc. DFI Inc.(“DFI”) DFI AMERICA, LLC DFI Co., Ltd. Yan Tong Technology Ltd. Diamond Flower Information (NL) B.V. Brainstorm Corporation Yan-Tong Infotech (Dongguan) Co., Ltd. Yan Ying Hao Trading (ShenZhen) Co., Ltd. Aewin Technologies Co., Ltd (“AEWIN”) WISE WAY Aewin Tech Inc. Bright Profit Aewin Beijing Technologies Co., Ltd. Aewin (Shenzhen) Technologies Co., Ltd. K2 International Medical Inc. (“K2”) K2 Medical (Thailand) Co., Ltd.
Relationship with the Company
The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary
(Continued)
- 349 -
QISDA CORPORATION Notes to the Parent-Company-Only Financial Statements
Name of related party Relationship with the Company K2 (Shanghai) International Medical Inc. The Company’s subsidiary PT. Frismed Hoslab Indonesia The Company’s subsidiary Data Image Corporation (“DIC”) The Company’s subsidiary Data Image (Mauritius) Corporation The Company’s subsidiary Data Image (Suzhou) Corporation The Company’s subsidiary DIVA Laboratories. Ltd. (“DIVA”) The Company’s subsidiary DIVA Laboratories GmbH The Company’s subsidiary DIVA Laboratories U.S., LLC The Company’s subsidiary Panoramic Imaging Solutions Inc. The Company’s subsidiary Diva Capital Inc. The Company’s subsidiary Diva Holding Inc. The Company’s subsidiary Suzhou Diva Lab. Inc. The Company’s subsidiary Expert Alliance Systems & Consultancy (HK) Co., Ltd. The Company’s subsidiary (“EASC”) Expert Alliance Smart Technology Co., Ltd. The Company’s subsidiary Topview Optronics Corporation (“Topview”) Prior to June 30, 2023, Topview was a subsidiary of the Company. Starting June 30, 2023, Topview became an associate of the Company. Messoa Technologies Inc. (“Messoa”) Prior to June 30, 2023, Messoa was a subsidiary of the Company. Starting June 30, 2023, Messoa became an associate of the Company. Messoa Technologies Inc. (“Messoa USA”) Prior to June 30, 2023, Messoa USA was a subsidiary of the Company. Starting June 30, 2023, Messoa USA became an associate of the Company. Metaage Corporation (“MTG”) The Company’s subsidiary Global Intelligence Network Co., Ltd. The Company’s subsidiary Epic Cloud Co., Ltd. The Company’s subsidiary AdvancedTEK International Corp. (“AdvancedTEK”) The Company’s subsidiary Statinc Company (“Statinc”) The Company’s subsidiary APEO Human Capital Services Corp. The Company’s subsidiary DKABio Co., Ltd. The Company’s subsidiary Golden Spirit Co., Ltd. The Company’s subsidiary Bigmin Bio-Tech Company Ltd. The Company’s subsidiary E-Strong Medical Technology Co., Ltd. The Company’s subsidiary Simula Technology Inc. (“Simula”) The Company’s subsidiary Aspire Asia Inc. The Company’s subsidiary Simula Technology Corp. The Company’s subsidiary Action Star Technology Co., Ltd. (“AST”) The Company’s subsidiary
(Continued)
- 350 -
QISDA CORPORATION Notes to the Parent-Company-Only Financial Statements
Name of related party
Simula Company Limited Aspire Electronics Corp. Opti Cloud Technologies, Inc. Simula Technology (ShenZhen) Co., Ltd. Alpha Networks Inc.(“Alpha”) Alpha Holdings Inc. (“Alpha Holdings”) Alpha Solutions Co., Ltd. (“Alpha Solutions”) Alpha Networks Inc. (“Alpha USA”) Alpha Technical Services Inc. (“ATS”) Alpha Networks (Hong Kong) Limited (“Alpha HK”) Alpha Networks Vietnam Company Limited Enrich Investment Corporation (“Enrich Investment”) Hitron Technologies Inc. (“Hitron Technologies”) D-Link Asia Investment Pte, Ltd. (“D-Link Asia”) Alpha Networks (Dongguan) Co., Ltd. (“Alpha DGF“) Alpha Networks (Chengdu) Co., Ltd. Alpha Networks (Changshu) Co., Ltd. (“Alpha CSF”) Mirac Networks (Dongguan) Co., Ltd. Alpha Networks (Changshu) Trading Co., Ltd. (“Alpha CST”)
Hitron Technologies (Samoa) Inc. (“HSM”) Interactive Digital Technologies Inc. (“IDT”) Hitron Technologies Europe Holding B.V. (“HBV”) Hitron Technologies (Americas) Inc. (“HUS”) Innoauto Technologies Inc. (“HTG”) Hitron Technologies (Vietnam) Inc. (“HVN”) Hitron Technologies (SIP) Inc. (“HSZ”) Jietech Trading (Suzhou) Inc. (“HJT”) Hwa Chi Technologies (Shanghai) Inc. (“IHC”) Transnet Corporation (“Transnet”) Aespula Technologies Inc. (“APL”) AU Optronics Corp. (“AU”)
Darfon Electronics Corp. (“DFN”) Visco Vision Inc. (“Visco Vision”) Q.S.Control Corp. (“Q.S.C”) Nanjing Silvertown Health & Development Co., Ltd. (“NSHD”) Jiangsu Yudi Optical Co., Ltd. (“Yudi”)
Relationship with the Company
The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary
The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary AU accounted for its shareholder in the Company using the equity method.
The Company’s associate The Company’s associate The Company’s associate The Company’s associate
The Company’s associate
(Continued)
- 351 -
QISDA CORPORATION Notes to the Parent-Company-Only Financial Statements
| Name of relatedparty | Relationship with the Company |
|---|---|
| Darwin Precisions Corporation (“Darwin Precisions”) | AU’s subsidiary |
| AUO (Kunshan) Co., Ltd. (“AUOKS”) | AU’s subsidiary |
| a.u. Vista Inc. (“AUVI”) | AU’s subsidiary |
| AUO (Suzhou) Co., Ltd. (“AUOSZ”) | AU’s subsidiary |
| AUO (Slovakia) s.r.o. (“AUOSK”) | AU’s subsidiary |
| AUO Crystal Corp. (“ACTW”) | AU’s subsidiary |
| AUO Display Plus Corporation (“ADP”) | AU’s subsidiary |
| AUO Education Service Corp. | AU’s subsidiary |
| Darad Innovation Corporation | DFN’s subsidiary |
| Astro Tech Co., Ltd. | DFN’s subsidiary |
| Unictron Technologies Corporation | DFN’s subsidiary |
| BenQ Foundation | Substantive related party |
(b) Significant related-party transactions
(i) Revenue
| Revenue | |
|---|---|
| 2023 Subsidiaries: QALA $ 18,995,649 BenQ 4,053,493 QJTO 2,733,421 Other subsidiaries 535,162 26,317,725 Associates 13,500 The entity who has significant influence over the Company: AU 2,259,226 AUOSZ 1,305,361 Others 334,971 3,899,558 $ 30,230,783 |
2022 |
| 23,684,932 5,286,599 2,856,971 1,255,815 |
|
| 33,084,317 | |
| 3,095 | |
| 3,923,712 1,223,152 334,573 |
|
| 5,481,437 | |
| 38,568,849 |
There were no significant differences between the sales prices for related parties and those for third-party customers. The payment terms of 30~120 days showed no significant difference between related parties and third-party customers, which were subject to payment extension taking into account the market conditions for subsidiaries.
The Company sold raw materials and work in process to its subsidiaries for reprocessing, and the related finished goods were resold back to the Company. For this reason, the Company offset the recognized revenues and costs from these transactions, which amounted to $9,072,799 and $14,324,438, for the years ended December 31, 2023 and 2022, respectively.
(Continued)
- 352 -
QISDA CORPORATION Notes to the Parent-Company-Only Financial Statements
(ii) Purchases
| 2023 Subsidiaries: QCSZ $ 50,122,958 QCOS 11,684,637 Other subsidiaries 1,402,706 63,210,301 Associates 4,915 The entity who has significant influence over the Company 131,906 $ 63,347,122 |
2022 |
|---|---|
| 70,821,473 18,096,303 1,346,939 |
|
| 90,264,715 8,546 - |
|
| 90,273,261 |
There were no significant differences between the purchase prices for related parties and those for third-party vendors. The payment terms of 30~120 days showed no significant difference between related parties and third-party vendors.
(iii) Lease
The Company leased its office and plant to its related parties. In 2023 and 2022, the related rental income from subsidiaries amounted to $116,624 and $109,656, respectively, and from associates amounted to $3,608 and $3,332, respectively, recognized as the non-operating - income and loss other income. The related receivables were classified as other receivables from related parties.
The Company leased factory from AU, and the rent is paid monthly with reference to the nearby office rental rates. Additions to right-of-use assets amounted to $9,901 in 2023. For the years ended December 31, 2023 and 2022, the related interest expense on lease liabilities amounted to $44 and $81, respectively. As of December 31, 2023 and 2022, the balance of the lease liability amounted to $9,497 and $4,621, respectively.
(iv) Repair service
The Company’ s subsidiaries provided repair service to the Company. These subsidiaries charged the Company for their repair service based on the actual costs of services rendered. For the years ended December 31, 2023 and 2022, the repair service fees amounted to $12,780 and $13,794, respectively, recognized as operating costs. The related payables were fully paid.
(Continued)
- 353 -
QISDA CORPORATION Notes to the Parent-Company-Only Financial Statements
(v) Donation
For the years ended December 31, 2023 and 2022, the Company made a donation to a substantive related party, BenQ Foundation, amounting to $6,500 and $10,000, respectively.
(vi) Property transactions
In 2023, the Company bought machinery from subsidiaries at a price of $2,380.
(vii) Guarantees
For the years ended December 31, 2023 and 2022, the Company provided guarantees in order to apply for foreign exchange credit line for its subsidiaries amounting to $2,337,000 and $3,257,380, respectively.
(viii) Receivables from related parties
| Account | Related-party categories Subsidiaries: QALA BenQ QJTO Other subsidiaries Associates The entity who has significant influence over the Company: AU AUOSZ Others Subsidiaries The entity who has significant influence over the Company |
December 31, 2023 $ 10,528,447 1,469,264 1,103,506 85,667 13,186,884 881 176,694 556,578 191,728 925,000 $ 14,112,765 $ 5,675 1,042 $ 6,717 |
December 31, 2022 |
|---|---|---|---|
| Accounts receivable from related parties Other receivables from related parties |
8,843,188 609,277 987,993 210,784 |
||
| 10,651,242 | |||
| 1,680 | |||
| 395,800 405,225 120,590 |
|||
| 921,615 | |||
| 11,574,537 | |||
| 10,007 - |
|||
| 10,007 |
(Continued)
- 354 -
QISDA CORPORATION Notes to the Parent-Company-Only Financial Statements
(ix) Payables to related parties
| Account Related party categories Accounts payable Subsidiaries: to related parties QCSZ QCES QCOS Other subsidiaries Associates The entity who has significant influence over the Company Compensation for key management personnel Short-term employee benefits Post-employment benefits |
December 31, 2023 $ 16,925,223 1,973,219 5,535,436 126,160 10,975 24,571,013 149 $ 24,571,013 2023 $ 256,768 1,080 $ 257,848 |
December 31, 2022 |
|---|---|---|
| 12,808,684 924,774 3,725,595 357,164 9,154 |
||
| 17,825,371 | ||
| 102 | ||
| 17,825,473 | ||
| 2022 | ||
| 310,967 1,152 |
||
| 312,119 |
(c) Compensation for key management personnel
8. Pledged assets
The carrying amounts of the assets pledged as collateral are detailed below:
| Pledged assets Land and buildings |
Pledged to secure Credit lines of bank loans |
December 31, 2023 $ 1,207,760 |
December 31, 2022 |
|---|---|---|---|
| 1,234,810 |
(Continued)
- 355 -
QISDA CORPORATION Notes to the Parent-Company-Only Financial Statements
9. Significant commitments and contingencies
In addition to those in note 7, the Company had the following commitments and contingencies:
(a) Significant unrecognized commitments
| Unused letters of credit | December 31, 2023 $ 492,000 |
December 31, 2022 215,110 |
|---|---|---|
(b) Significant contingent liabilities
In January 2012, some direct and indirect Canadian purchasers of optical disk drive products filed class actions against the Company and BQA, among other co-defendants. In the complaints, the plaintiffs claimed monetary damages from an alleged antitrust conspiracy. The Company has reached a settlement agreement with the plaintiff, and the settlement had been approved by the Court; therefore, the case was closed.
10. Significant loss from disaster: None.
11. Significant subsequent events: None.
12. Others
A summary of employee benefits, depreciation, and amortization, by function, is as follows:
| 2023 | 2023 | 2023 | 2022 | 2022 | 2022 | 2022 | 2022 | |
|---|---|---|---|---|---|---|---|---|
| Cost of sales |
Operating expenses |
Total | Cost of sales |
Operating expenses |
Total | |||
| Employee benefits: Salaries Insurance Pension Remuneration to directors Others Depreciation Amortization |
443,769 32,750 14,352 - 33,192 119,940 44,720 |
2,469,314 155,507 83,642 34,348 137,772 203,645 23,054 |
2,913,083 188,257 97,994 34,348 170,964 323,585 67,774 |
592,984 36,615 18,314 - 47,223 82,539 40,045 |
2,858,051 157,179 81,690 39,261 158,992 199,020 24,913 |
3,451,035 193,794 100,004 39,261 206,215 281,559 64,958 |
||
| The number of employees The number of non-employee directors Average employee benefits Average employee salaries Average employee salaries adjustment rate Supervisors’ remuneration |
2022 1,773 6 2,236 1,953 % 6.60 - |
(Continued)
- 356 -
QISDA CORPORATION Notes to the Parent-Company-Only Financial Statements
The Company’s salary and remuneration policies (including directors, managers and employees) were as follows:
-
(a) Directors:
-
(i) The remuneration to directors is stipulated and distributed according to the Company’ s Articles of Incorporation, authorizing the Board of Directors to determine the remuneration based on the participation and contribution of each director, as well as “Remuneration Policy to the Directors and Functional Committee Members” which is in reference to domestic and overseas industry norms. If there is earnings, the remunerations to directors is approved by the Board of Directors according to the Company's Articles of Incorporation.
-
(ii) The remunerations to directors is in accordance with the Company’s Articles of Incorporation and Remuneration Policy, and is reviewed by the Remuneration Committee and approved by the Board of Directors.
(b) Managers:
The remuneration to managers is in accordance with the Company’s personnel rules with reference to the industry norms, individual performance and the Company’s overall operating performance, and is reviewed by the Salary and Remuneration Committee and approved by the Board of Directors.
-
(c) Employees:
-
(i) The Company provides diversified and competitive overall remuneration and career development opportunities. Apart from basic salary (including principal salary, meal allowance, etc.), various allowances and rewards, such as work allowances, duty allowances, performance bonuses, incentive bonuses and remuneration to employees based on the Company’s annual profit, are designed for difference job nature and reward purpose.
-
(ii) The Company annually participates in the international market salary surveys, wherein it adjust the salary based on the salary benchmark of each job and individual performance to sustain its market competitiveness. Under the premise of enhancing the Company's overall operations and performance through teamwork and individual effort, the Company designs various short term or long term reward plans and profit sharing with employees to achieve the purpose of talent attraction, retention, motivation and programmatic cultivation of high quality talents.
-
(iii) The salary and bonus for employees is in accordance with the Company’s personnel rules. The remuneration to employees is in accordance with Company’s Articles of Incorporation, and is approved by the Board of Directors and reported to shareholders meeting.
(Continued)
- 357 -
QISDA CORPORATION Notes to Financial Statements
13. Additional disclosures
-
(a) Information on significant transactions:
-
(i) Financing provided to other parties: Table 1 (attached)
-
(ii) Guarantees and endorsements provided to other parties: Table 2 (attached)
-
(iii) Marketable securities held at the reporting date (excluding investments in subsidiaries, associates, and joint ventures): Table 3 (attached)
-
(iv) Marketable securities for which the accumulated purchase or sale amounts for the year exceed $300 million or 20% of the paid-in capital: Table 4 (attached)
-
(v) Acquisition of real estate which exceeds $300 million or 20% of the paid-in capital: Table 5 (attached)
-
(vi) Disposal of real estate which exceeds $300 million or 20% of the paid-in capital: None
-
(vii) Total purchases from and sales to related parties which exceed $100 million or 20% of the paid-in capital: Table 6 (attached)
-
(viii) Receivables from related parties which exceed $100 million or 20% of the paid-in capital: Table 7 (attached)
-
(ix) Transactions about derivative instruments: Please refer to note 6(b)
-
(b) Information on investees: Table 8 (attached)
-
(c) Information on investment in Mainland China: Table 9 (attached)
-
(d) Major shareholders:
| Shareholding Shareholder’s Name |
Shares | Percentage |
|---|---|---|
| AU Optronics Corp. | 335,230,510 | % 17.04 |
14. Segment information
Please refer to the consolidated financial statements for the year ended December 31, 2023.
- 358 -
QISDA CORPORATION
Financing provided to other parties For the year ended December 31, 2023
(Amounts in thousands of New Taiwan dollars and other currencies)
| (Amounts in thousands of New Taiwan dollars and other currencies) QISDA CORPORATION Financing provided to other parties For the year ended December 31, 2023 |
(Amounts in thousands of New Taiwan dollars and other currencies) QISDA CORPORATION Financing provided to other parties For the year ended December 31, 2023 |
(Amounts in thousands of New Taiwan dollars and other currencies) QISDA CORPORATION Financing provided to other parties For the year ended December 31, 2023 |
(Amounts in thousands of New Taiwan dollars and other currencies) QISDA CORPORATION Financing provided to other parties For the year ended December 31, 2023 |
(Amounts in thousands of New Taiwan dollars and other currencies) QISDA CORPORATION Financing provided to other parties For the year ended December 31, 2023 |
(Amounts in thousands of New Taiwan dollars and other currencies) QISDA CORPORATION Financing provided to other parties For the year ended December 31, 2023 |
(Amounts in thousands of New Taiwan dollars and other currencies) QISDA CORPORATION Financing provided to other parties For the year ended December 31, 2023 |
(Amounts in thousands of New Taiwan dollars and other currencies) QISDA CORPORATION Financing provided to other parties For the year ended December 31, 2023 |
(Amounts in thousands of New Taiwan dollars and other currencies) QISDA CORPORATION Financing provided to other parties For the year ended December 31, 2023 |
(Amounts in thousands of New Taiwan dollars and other currencies) QISDA CORPORATION Financing provided to other parties For the year ended December 31, 2023 |
(Amounts in thousands of New Taiwan dollars and other currencies) QISDA CORPORATION Financing provided to other parties For the year ended December 31, 2023 |
(Amounts in thousands of New Taiwan dollars and other currencies) QISDA CORPORATION Financing provided to other parties For the year ended December 31, 2023 |
(Amounts in thousands of New Taiwan dollars and other currencies) QISDA CORPORATION Financing provided to other parties For the year ended December 31, 2023 |
||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Table1 | ||||||||||||||||
| No. | Name of Lender | Name of Borrower | Financial Statement Account |
Is a 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 |
Purpose of Fund Financing for the Borrower |
Transaction Amounts |
Reasons for Short-term Financing |
Allowance for Bad Debt |
Collateral | Finanacing Limits for Each Borrowing Company |
Financing Company's Total Financing Amounts Limits |
|
| Item | Value | |||||||||||||||
| 21 22 13 20 17 19 18 14 15 11 11 12 8 5 7 1 3 1 1 2 1 8 4 6 16 8 9 9 10 |
Enrich MTG Alpha HK K2 International Medical Inc Cyber South Alpha CD Darshin Materials Medical Supplies (Suzhou) Co., Ltd. Proton Hitron ACE ACE AEWIN BIC QCOS BBM NMHC BenQ QLLB BenQ BenQ Darly 2 BenQ QCOS QLPG Alpha QCOS BMS BMS WPC |
Transnet Corporation Corex (Pty) Ltd. Darly Venture (L) Ltd Alpha CSF K2 Medical (Thailand) Co. Ltd Tianjin Ace Pillar Co., Ltd. Alpha CSF BenQ Materials Medical Supplies (Suzhou) Co., Ltd. Tianjin Ace Pillar Co., Ltd. HVN Suzhou Super Pillar Automation Equipment Co., Ltd. Tianjin Ace Pillar Co., Ltd. Aewin Beijing Technologies Co., Ltd. Suzhou BenQ Hospital Co., Ltd. (“SMH”) Qisda (Shanghai) Co., Ltd.(“QCSH”) Nanjing BenQ Hospital Co., Ltd.(“NMH”) Nanjing BenQ Hospital Co., Ltd.(“NMH”) BQL Qisda (Shanghai) Co., Ltd.(“QCSH”) APV APV QLLB BenQ Guru Software Co., Ltd.(“GSS”) QLLB Alpha VN BenQ Medical (Shanghai) Co., Ltd.(“BMSH”) BenQ Meterials (Wuhu) Co., Ltd. BenQ Materials Medical Supplies (Suzhou) Co., Ltd. Web-Pro(Vietnam)Co.,Ltd |
Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties |
Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes |
562,590 312,550 300,000 1,257,760 100,000 1,880,650 21,233 822,960 22,265 21,820 89,060 22,265 44,313 1,180,045 444,170 860,000 354,504 173,212 249,699 1,098,962 267,180 933,000 622,000 22,698 12,970 22,209 81,063 15,000 156,275 |
276,750 153,750 - - 100,000 1,783,500 - 215,250 21,682 20,381 86,728 - 21,682 1,149,146 433,640 215,250 195,138 86,728 200,885 1,075,427 260,184 - 307,500 21,525 12,300 21,682 76,875 15,000 153,750 |
276,750 153,750 - - 100,000 1,783,500 - 215,250 21,682 20,381 86,728 - 21,682 881,590 86,294 123,000 151,774 30,355 200,885 1,075,427 260,184 - - 21,525 12,300 16,045 61,500 15,000 87,821 |
6.30% 1.65% - - - 1.75% 0%~4.55% - - 1.00% 0.75% 1.00% 3.20% 2.00% 1.00% 1.30% 1.30% - - 3.30% 1.00% 1.30% 3.30% 0.50% 0.50% 3.00% - 3.00%~5.50% 1.00%~2.87% |
2 2 1 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 |
- - 286,858 - - - - - - - - - - - - - - - - - - - - - - - - - - |
Operating requirements Operating requirements Operating requirements Business transaction Operating requirements Operating requirements Operating requirements Operating requirements Operating requirements Operating requirements Operating requirements Operating requirements Operating requirements Operating requirements Operating requirements Operating requirements Operating requirements Operating requirements Operating requirements Operating requirements Operating requirements Operating requirements Operating requirements Operating requirements Operating requirements Operating requirements Operating requirements Operating requirements Operating requirements |
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - |
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - |
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - |
37,864 890,197 62,591 3,618,314 3,618,314 2,544,782 7,411,472 3,618,314 6,653,776 3,705,736 3,705,736 3,705,736 21,927 335,275 1,907,217 1,907,217 393,775 393,775 251,205 417,001 2,273,145 2,002,544 463,192 983,900 1,754,868 3,618,314 126,898 537,147 630,668 |
37,864 1,780,394 125,183 6,653,776 3,618,314 3,618,314 37,057,358 37,057,358 37,057,358 14,822,943 2,544,782 21,927 335,275 1,907,217 1,907,217 787,550 787,550 502,411 417,001 2,273,145 4,005,088 463,192 253,796 1,967,801 537,147 3,618,314 1,754,868 3,618,314 1,261,337 |
-
359 -
-
(Note 1)The aggregate financing amount and the individual financing amount of BenQ to subsidiaries shall not exceed 40% of the most recent net worth of BenQ. (Note 2)The aggregate financing amount and the individual financing amount of Darly 2 to subsidiaries shall not exceed 40% of the most recent net worth of Darly 2. (Note 3)The aggregate financing amount and the individual financing amount of QLLB to subsidiaries shall not exceed 40% of the most recent net worth of QLLB. (Note 4)The aggregate financing amount and the individual financing amount of QLPG to subsidiaries shall not exceed 40% and 20%, respectively, of the most recent audited and reviewed net worth of the Company. (Note 5)The aggregate financing amount and the individual financing amount of BBM to subsidiaries shall not exceed 40% of the most recent net worth of BBM. (Note 6)The aggregate financing amount and the individual financing amount of BIC to subsidiaries shall not exceed 40% of the most recent net worth of BIC. (Note 7)The aggregate financing amount and the individual financing amount of NMHC to subsidiaries shall not exceed 100% of the most recent net worth of NMHC. (Note 8)The aggregate financing amount to subsidiaries wholly owned by the Company and the individual financing amount of QCOS shall not exceed 100% and 10%, respectively, of the most recent net worth of the Company. The financing amount to the subsidiaries not wholly owned by the Company and the individual financing amount of QCOS shall not exceed 40% of the most recent net worth of QCOS. (Note 9)The aggregate financing amount to subsidiaries wholly owned by BMC and the individual financing amount of BMS shall not exceed 100% of the most recent audited and reviewed net worth of BMS. (Note 10)The aggregate financing amount and the individual financing amount of WPC to subsidiaries shall not exceed 40% and 20%, respectively, of the most recent net worth of WPC. (Note 11)The aggregate financing amount and the individual financing amount of ACE to subsidiaries shall not exceed 40% and 20%, respectively, of the most recent net worth of ACE.
-
(Note 12)The aggregate financing amount and the individual financing amount of AEWIN to subsidiaries shall not exceed 40% and 20%, respectively, of the most recent net worth of AEWIN.
-
(Note 13)The aggregate financing amount to foreign subsidiaries wholly owned by Alpha and the individual financing amount of Alpha HK shall not exceed 100% of the most recent net worth of Alpha HK. (Note 14)The aggregate financing amount to foreign subsidiaries wholly owned by Alpha and the individual financing amount of Alpha CD shall not exceed 100% of the most recent net worth of Alpha CD. (Note 15)The aggregate financing amount of Hitron and its subsidiaries to subsidiaries shall not exceed 40% of the the most recent audited or reviewed net worth of both parties. The financing reason and limit for each type of party is stated as below. a.For entities who have business transactions with Hitron, the individual financing amount shall not exceed 20% of the most recent net worth of Hitron in the nearest 12 months. The transaction referring to the higher of sales or purchase amount. b.For entities who have a need in short-term financing, the individual financing amount shall not exceed 20% of the most recent audited and reviewed net worth of Hitron Technologies.
-
c.Financing among foreign subsidiaries which Hitron has 100% of direct or indirect voting rights, or foreign subsidiaries which Hitron has 100% of direct or indirect voting rights financing to Hitron, there is no limit to the financing amount and period of lending, but should state the financing limit and term of lending.
-
(Note 16)The aggregate financing amount and the individual financing amount of Alpha to other parties shall not exceed 40% and 20%, respectively, of the most recent net worth of Alpha.
-
(Note 17)The aggregate financing amount and the individual financing amount of Cyber South to subsidiaries shall not exceed 10% and 5%, respectively, of the most recent net worth of Cyber South. For financing among foreign subsidaries wholly owned by ACE because of financing purpose,the aggregate financing amount and the individual financing amount shall not exceed 100% of most recent net worth of Cyber South. (Note 18)The aggregate financing amount and the individual financing amount of Proton to subsidiaries shall not exceed 10% and 5%, respectively, of the most recent net worth of Proton. For financing among foreign subsidaries wholly owned by ACE because of financing purpose,the aggregate financing amount and the individual financing amount shall not exceed 100% of most recent net worth of Proton. (Note 19)The aggregate financing amount to subsidiaries wholly owned by BMC and the individual financing amount of DTB shall not exceed 100% of the most recent audited and reviewed net worth of DTB. (Note 20)The aggregate financing amount and the individual financing amount of K2 to subsidiaries shall not exceed 40% and 20%, respectively, of the most recent net worth of K2. (Note 21)The aggregate financing amount and the individual financing amount of Enrich to subsidiaries shall not exceed 40% and 20%, respectively, of the most recent net worth of Enrich.
-
(Note 22)The aggregate financing amount and the individual financing amount of MTG to subsidiaries shall not exceed 40% and 20%, respectively, of the most recent net worth of MTG.
-
(Note 23)Purpose of Fund Financing: 1.Business transaction purpose. 2. Short-term financing purpose.
-
360 -
QISDA CORPORATION
Guarantees and endorsements provided to other parties
For the year ended December 31, 2023
(Amounts in thousands of New Taiwan dollars and other currencies)
Table 2
| No. | Endorsements / Guarantee Provider |
Counter-party of Guarantee and Endorsement |
Counter-party of Guarantee and Endorsement |
Limits on Amount of Guarantees and Endorsements Provided to Each Guaranteed Party |
Highest Balance of Guarantees and Endorsements During the Period |
Balance of Guarantees and Endorsements as of Reporting Date |
Actual Usage Amount During the Period |
Property Pledged for Guarantees and Endorsements |
Ratio of Accumulated Amounts of Guarantees and Endorsements to Net Worth of the Latest Financial Statements |
Maximum Amounts for Guarantees and Endorsements |
Gaurantee Provided by Parent Company |
Gaurantee Provided by A Subsidiary |
Endorsements / Guarantees Provided to Subsidiaries in Mainland China |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | Relationship with the Company |
||||||||||||
| 3 4 2 2 1 2 2 2 0 6 5 5 5 4 |
Alpha DIC PTT PTT BenQ PTT PTT PTT The Company MTG Hitron Alpha Hitron Hitron |
Alpha DGF Data Image (Suzhou) Corporation Webest Solution Corporation Partner Tech (Shanghai) CO., Ltd. MaxGen Partner Tech USA Inc. Partner Tech Middle East FZCO Partner-Tech Europe GmbH QLLB Corex (Pty) Ltd. HVN Alpha CSF HUS HBV |
Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary |
5,006,361 296,702 231,987 231,987 1,809,157 231,987 231,987 231,987 7,411,472 890,197 4,919,502 4,919,502 5,006,361 4,919,502 |
5,109,480 114,647 188,664 123,000 61,500 32,425 10,000 62,510 64,850 226,975 631,113 615,600 2,554,740 618,825 |
3,751,500 101,184 92,250 61,500 30,750 30,750 10,000 30,750 61,500 215,250 - - - 611,250 |
2,337,000 101,184 92,250 61,500 30,750 - 10,000 6,174 - 16 - - - 297,595 |
- - - - - - - - - - - - - - |
0.61% 2.07% 0.86% 2.65% 1.12% 2.65% 7.95% 5.30% 10.12% - - 13.73% - 2.15% |
10,012,721 741,756 579,969 579,969 579,969 579,969 9,045,786 579,969 18,528,679 7,379,253 7,379,253 7,379,253 2,225,493 10,012,721 |
N N N N N N N N N Y N N N N |
- - - - - - - - - - - - - - |
Y Y Y - - - - - - - - - - - |
(Note 1)The aggregate endorsement/guarantee amount provided by the Company to QLLB and the endorsement/guarantee amount provided to individual party shall not exceed 50% and 20%, respectively, of the most recent audited or reviewed net worth of the Company. (Note 2)The aggregate endorsement/guarantee amount provided by BenQ to MaxGen and the endorsement/guarantee amount provided to individual party shall not exceed 100% and 20%, respectively, of the net worth of BenQ.
(Note 3)The aggregate endorsement/guarantee amount provided by PTT to PTT 's subsidiaries and the endorsement/guarantee amount provided to individual party shall not exceed 50% and 20%, respectively, of the net worth of PTT.
(Note 4)The aggregate endorsement/guarantee amount provided by DIC to Data Image (Suzhou) Corporation and the endorsement/guarantee amount provided to individual party shall not exceed 50% and 20%, respectively, of the net worth of DIC. (Note 5)The aggregate endorsement/guarantee amount provided by Alpha to Alpha's subsidiaries and the endorsement/guarantee amount provided to individual party shall not exceed 100% and 50%, respectively, of the net worth of Alpha.
(Note 6)The aggregate endorsement/guarantee amount provided by Hitron to Hitrons’subsidiaries and the endorsement/guarantee amount provided to individual party shall not exceed 150% and 20%, respectively, of the net worth of Hitron. However, there is no restriction for those directly or indirectly held subsidiaries with more than 50% of the voting shares and for those directly and indirectly hold 100% of the voting shares are indirectly endorsed and guaranteed, but it shall not exceed Hitron 100% of net worth of the most recent financial statements.
(Note 7)The aggregate endorsement/guarantee amount provided by MTG to Corex and the endorsement/guarantee amount provided to individual party shall not exceed 50% and 20%, respectively, of the most recent audited or reviewed net worth of MTG.
- 361 -
Table 3
QISDA CORPORATION
Marketable securities held (excluding investments in subsidiaries, associates, and joint ventures) For the year ended December 31, 2023
(Amounts in thousands of New Taiwan dollars, unless specified otherwise)
| Investing Company | Marketable Securities Type and Name |
Relationship withthe Securities Issuer |
Financial Statement Account |
December 31, 2023 | December 31, 2023 | December 31, 2023 | December 31, 2023 | |
|---|---|---|---|---|---|---|---|---|
| Shares/Units | Carrying Value | Percentage of Ownership | Fair Value | Note | ||||
| The Company The Company The Company The Company The Company QLLB BMC BMC BMC BMC APV APV APV APV APV APV APV |
Stock: APLEX Technology, Inc. Stock: AU Stock: TXOne Networks Inc. Stock: SCT Holdings, Ltd. Stock: ITH Corp. CPEC Huachuang Private Equity Fund (Fujian) Co., Ltd. Fund Stock: Lagis Enterprise Co., Ltd. Stock: YiLeLaFa Corporation Stock: Biodenta Corporation Stock: CUUMed Catheter Medical Co., Ltd. Stock: Hi-Clearance Inc. Stock: Joymaster Inc. Stock: Crystalvue Medical Corp. Stock: Gigastone Corporation Stock: Athena Capital Management Stock: CDIB Capital Innovation Advisors Corporation Stock: D8AI , Inc. |
- - - - - - - - - - - - - - - - - |
Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through profit or loss-current Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through other comprehensive income-current Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through profit or loss-non-current Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through other comprehensive income-current Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through other comprehensive income-non-current |
1,388 530,879 909 800 3,000 - 1,680 300 225 3,429 340 619 706 31 2,000 2,717 19,500 |
72,150 9,635,452 (Note 1) 2,134 96,126 41,448 63,840 1,929 (Note 1) 94,078 46,081 (Note 1) 61,176 1,221 10,885 12,197 3,032 |
3.74% 6.90% 1.75% 2.44% 0.66% 2.50% 5.25% 2.73% 2.50% 8.76% 0.76% 6.19% 2.77% 0.06% 6.17% 3.33% 10.76% |
72,150 9,635,452 - 2,134 96,126 41,448 63,840 1,929 - 94,078 46,081 - 61,176 1,221 10,885 12,197 3,032 |
- - - - - - - - - - - - - - - - - |
- 362 -
| Investing Company | Marketable Securities Type and Name |
Relationship withthe Securities Issuer |
Financial Statement Account |
December 31, 2023 | December 31, 2023 | December 31, 2023 | December 31, 2023 | |
|---|---|---|---|---|---|---|---|---|
| Shares/Units | Carrying Value | Percentage of Ownership | Fair Value | Note | ||||
| APV APV APV Darly 2 Darly 2 Darly 2 Darly 2 Darly 2 Darly 2 Darly 2 Darly 2 Darly 2 Darly 2 Darly C Darly C Darly C Darly C BenQ PTT DFI |
Stock: APLEX Technology, Inc. Stock: Raydium Semiconductor Corporation Stock: PlayNitride Inc. Affinity Health Fund Two, L.P. Stock: InnoFund V Co., Ltd. Stock: Crystalvue Medical Corp. Stock: Raydium Semiconductor Corporation Stock: Fong Huang Innovation Corporation Stock: Fong Huang 2 Innovation Corporation Stock: Fong Huang 3 Innovation Corporation Stock: Fong Huang 4 Innovation Corporation Affinity Health Fund One, L.P. JAFCO Taiwan II Venture Capital Limited Partnership Stock: Crystalvue Medical Corp. Stock: Athena Capital Management Stock: Anqing Innovation Stock: Visco Vision Inc. Stock: GT Booster Corp. Stock: D8AI , Inc. Stock: APLEX Technology, Inc. |
- - - - - - - - - - - - - - - - - - - - |
Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through profit or loss-non-current Financial assets at fair value through profit or loss-non-current Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through other comprehensive income-non-current |
2,144 2,300 453 (Note 2) 3,000 494 993 6,000 3,000 3,000 3,000 (Note 2&3) (Note 2&3) 36 1,000 1,033 285 63 4,200 1,487 |
111,512 921,055 44,756 28,121 30,000 42,786 397,515 71,132 34,658 33,960 37,253 20,536 26,503 3,095 5,442 5,474 61,832 15,651 2,309 77,314 |
5.78% 3.03% 0.42% 1.45% 7.03% 1.94% 1.31% 18.75% 7.01% 13.04% 12.77% 2.00% 4.81% 0.14% 3.09% 2.24% 0.45% 8.00% 2.32% 4.01% |
111,512 921,055 44,756 28,121 30,000 42,786 397,515 71,132 34,658 33,960 37,253 20,536 26,503 3,095 5,442 5,474 61,832 15,651 2,309 77,314 |
- - - - - - - - - - - - - - - - - - - - |
- 363 -
| Investing Company | Marketable Securities Type and Name |
Relationship withthe Securities Issuer |
Financial Statement Account |
December 31, 2023 | December 31, 2023 | December 31, 2023 | December 31, 2023 | |
|---|---|---|---|---|---|---|---|---|
| Shares/Units | Carrying Value | Percentage of Ownership | Fair Value | Note | ||||
| DFI AEWIN AEWIN STC STC MTG MTG MTG MTG MTG MTG MTG MTG MTG Simula Simula Simula GSC Alpha |
Fund: Cathay No 1 REIT Stock: Aewin Korea Technologies Co., Ltd. Stock: AuthenTrend Technology Inc. Stock: Intelligent fluids GmbH Stock: COMPITEK CORP PTE LTD. (CPL) Stock: CDS Holdings Limited Stock: Yobon Technologies, Inc. Stock: Dynasafe Technologies, Inc. Stock: Touch Cloud, Inc. Stock: Gemini Data, Inc. Stock: Kingtel Corporation Limited Partnership Equity: Taiwania Capital Buffalo Fund V ,LP. Limited Partnership Equity: New Economy Ventures L.P. Stock: High Performance Information Co., Ltd. Stock: Optomedia Technology Inc. Stock: Taiwan Competition Co., Ltd. Stock: Mcurich Inc. Stock: New Image Medical Co.,Ltd. Stock: TGC, Inc. |
- Substantive related party - - - - - - - - - - - - - - - - - |
Financial assets at fair value through profit or loss-current Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through profit or loss-non-current Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through profit or loss-non-current Financial assets at fair value through profit or loss-non-current Financial assets at fair value through profit or loss-non-current Financial assets at fair value through profit or loss-non-current Financial assets at fair value through profit or loss-non-current Financial assets at fair value through profit or loss-non-current Financial assets at fair value through profit or loss-non-current Financial assets at fair value through profit or loss-non-current Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through profit or loss-non-current |
1,442 10 300 27 36 600 3 4,404 200 2,706 443 (Note 2) (Note 2) 2,138 265 500 645 200 500 |
24,485 745 (Note 1) (Note 1) 8,655 (Note 1) (Note 1) 453,931 (Note 1) (Note 1) (Note 1) 197,658 41,468 118,189 2,411 1,447 (Note 1) 2,960 (Note 1) |
- 16.67% 1.42% 1.71% 6.28% 1.11% 0.42% 19.15% 1.50% 1.12% 18.09% 12.78% 7.36% 8.36% 3.26% 16.67% 15.12% 0.74% 1.83% |
24,485 745 - - 8,655 - - 453,931 - - - 197,658 41,468 118,189 2,411 1,447 - 2,960 - |
- - - - - - - - - - - - - - - - - - - |
- 364 -
| Investing Company | Marketable Securities Type and Name |
Relationship withthe Securities Issuer |
Financial Statement Account |
December 31, 2023 | December 31, 2023 | December 31, 2023 | December 31, 2023 | |
|---|---|---|---|---|---|---|---|---|
| Shares/Units | Carrying Value | Percentage of Ownership | Fair Value | Note | ||||
| Alpha Hitron Hitron Hitron Hitron Hitron Hitron Hitron Hitron DIVA DIVA DIVA CKCARE |
Ignition Ventures Limited Partnership Stock: Senao International Co., Ltd. Stock: Chao Long Motor Parts Corp. Stock: Imagetech Co., Ltd. Stock: Tsunami Visual Technologies, Inc. Stock: Pivot Technology Corp. Stock: Cardtek Technology Co., Ltd. Stock: Yesmobile Holdings Company Ltd. Preferred Stock: Codent Networks (Cayman) Ltd. Stock: Insight Genomics Inc. Stock: Renown Information Technology Corp. Stock: Pharmally International Holding Co. Ltd. Stock: Pchain Biotechnology Corp. |
- - - - - - - - - - - - - |
Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through profit or loss-current Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through profit or loss-non-current Financial assets at fair value through other comprehensive income-non-current |
(Note 2&3) 152 668 120 1,220 198 1,000 294 1,570 600 240 150 9 |
31,429 5,989 51,152 (Note 1) (Note 1) (Note 1) (Note 1) (Note 1) (Note 1) 2,778 1,834 (Note 1) 123 |
- 0.06% 1.79% 1.20% 9.34% 10.94% 6.45% 0.75% - 6.40% 4.80% - 0.10% |
31,429 5,989 51,152 - - - - - - 2,778 1,834 - 123 |
- - - - - - - - - - - - - |
(Note 1)The impairment loss was fully recognized.
(Note 2)There was no shares as the company is a limited partnership.
(Note 3)In accordance with the Q&A of the FSC , the accounting treatment need not be applied retrocactively to investments in limited partnerships prior to June 30, 2023 in accordance with the IFRS Q&A released by Accounting Research and Development Foundation on June 15, 2023. Therefore, the Group continues to measure its investments in limited partnerships as financial assets at fair value through other comprehensive income.
- 365 -
QISDA CORPORATION
Marketable securities for which the accumulated purchase or sale amount for the year exceed NT$300 million or 20% of the paid-in capital
For the year ended December 31, 2023
(Amounts in thousands of New Taiwan dollars, unless specified otherwise)
Table 4
| Company name |
Marketable Securities Type and Name |
Financial Statement Account | Counter-Party | Name of Relationship | Beginning Balance | Beginning Balance | Purchase | Purchase | Disposal | Disposal | Disposal | Disposal | Ending Balance | Ending Balance |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | Amount | Shares | Amount | Shares | Amount | Carrying Value |
Gain (Loss) on Disposal |
Shares | Amount (Note1) | |||||
| The Company The Company The Company Alpha Alpha BMC WPC WPSG BMTC DFI MTG |
Norbel K2 BBHC Alpha VN Alpha CD WPC WPSG WPVN K2 Brainstorm Brainstorm |
Investment accounted for using equity method Investment accounted for using equity method Investment accounted for using equity method Investment accounted for using equity method Investment accounted for using equity method Investment accounted for using equity method Investment accounted for using equity method Investment accounted for using equity method Investment accounted for using equity method Investment accounted for using equity method Investment accounted for using equitymethod |
- BMTC CDH Medical Services Limited - - - - - The Company and Darly 2 MTG DFI |
- Parent/Subsidiary - Parent/Subsidiary Parent/Subsidiary - Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Other related party Other related party |
- 6,997 47,970 - - - 15,000 - - 233 - |
- 240,793 1,112,972 613,700 - - 393,845 367,385 - 533,367 - |
10,000 - 60,585 - - 35,700 15,000 - 7,800 - 233 |
1,800,000 - 6,285,683 492,368 453,169 3,161,999 444,425 465,103 390,000 - 530,075 |
- 6,997 - - - - - - - 233 - |
- 349,853 - - - - - - - 530,075 - |
- 231,331 - - - - - - - 540,240 (6,869) |
- - - - - - - - - - - |
10,000 - 108,555 - - 35,700 30,000 - 7,800 - 233 |
1,710,470 - 2,816,442 929,750 463,192 2,908,093 765,713 758,203 284,704 - 523,206 |
(Note 1) The ending balance includes shares of profits/losses of investees and other related adjustment.
- 366 -
QISDA CORPORATION
Acqusition of real estate which exceeds NT$300 million or 20% of the paid-in capital For the year ended December 31, 2023
(Amounts in thousands of New Taiwan dollars, unless specified otherwise)
Table 5
| Company Name |
Property Name |
Transaction Date |
Transaction amount |
Status of Payment |
Counter Party | Relationship with the Counter Party |
If the Counter Party is a Related Party, Disclose the Previous Transfer Information |
If the Counter Party is a Related Party, Disclose the Previous Transfer Information |
If the Counter Party is a Related Party, Disclose the Previous Transfer Information |
If the Counter Party is a Related Party, Disclose the Previous Transfer Information |
Price Reference | Purpose of Acqusition and Current Condition |
Notes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Owner | Relationship with the Company | Date of Transfer |
Amount | ||||||||||
| BMC | Buildings | Contract date: July 31, 2023 |
669,900 (Tax included) |
Not yet paid | GO-IN Engineering Co., Ltd. | Not applicable | - | - | - | - | Inquiry and bargaining |
Additional constructions in Yunlin factory for production and operation |
- |
- 367 -
QISDA CORPORATION
Total purchases from and sales to related parties which exceed NT$100 million or 20% of the paid-in capital For the year ended December 31, 2023
(Amounts in thousands of New Taiwan dollars, unless specified otherwise)
Table 6
| Table 6 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Company Name | Related Party | Nature of Relationship | Transaction Detail | Transactions with Terms Different from Others |
Notes/Accounts Receivable or (Payable) | ||||||
| Purchases/ (Sales) |
Amount | % of Total Purchases/(Sales) |
Payment Terms | Unit Price |
Payment Terms |
Ending Balance | % of Total Note/ Accounts Receivable or (Payable) |
Note | |||
| The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company QCSZ QCSZ QCSZ QCSZ QCES QCOS QCOS QCOS QCOS QCOS QCOS QCPS QCPS QALA QJTO QVH BenQ BenQ BenQ BenQ BenQ BenQ BenQ BenQ BQA BQA BQA BQC_RO BQC_RO BQC_RO BQC_RO BQE BQE BQE BQE BQE BQE BQE |
BenQ QJTO QALA AU AUOSZ AUOKS DFI QCSZ QCOS QVH AU The Company BQC_RO QCPS AU QCOS The Company BQC_RO AUOXM QCES QCPS AU QCSZ QCOS The Company The Company The Company BQA BQC_RO BQHK_HLD BQE BQL BQP The Company AU BQCA ZGC BenQ BQsha_EC2 QCOS QCSZ BenQ BQDE BQFR BQIT BQUK BQAT BQSE BQIB |
Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary The entity who has significant influence over the Group The entity who has significant influence over the Group The entity who has significant influence over the Group Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary The entity who has significant influence over the Group Parent/Subsidiary Affiliates Affiliates The entity who has significant influence over the Group Affiliates Parent/Subsidiary Affiliates The entity who has significant influence over the Group Affiliates Affiliates The entity who has significant influence over the Group Affiliates Affiliates Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Parent/Subsidiary The entity who has significant influence over the Group Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates |
(Sales) (Sales) (Sales) (Sales) (Sales) (Sales) (Sales) Purchases Purchases Purchases Purchases (Sales) (Sales) Purchases Purchases (Sales) (Sales) (Sales) (Sales) Purchases Purchases Purchases (Sales) (Sales) Purchases Purchases (Sales) (Sales) (Sales) (Sales) (Sales) (Sales) (Sales) Purchases Purchases (Sales) (Sales) Purchases (Sales) Purchases Purchases Purchases (Sales) (Sales) (Sales) (Sales) (Sales) (Sales) (Sales) |
(4,053,493) (2,733,421) (18,995,649) (2,259,226) (1,305,361) (322,442) (187,561) 50,122,958 11,684,637 1,017,172 131,906 (50,122,958) (1,476,501) 1,171,120 3,182,072 (587,495) (11,684,637) (516,386) (452,389) 587,495 196,004 332,666 (1,171,120) (196,004) 18,995,649 2,733,421 (1,017,172) (2,085,110) (228,884) (120,875) (3,283,470) (644,117) (5,862,392) 4,053,493 1,227,387 (600,765) (609,322) 2,085,110 (191,538) 516,386 1,476,501 228,884 (904,208) (491,267) (172,134) (775,795) (685,928) (231,445) (222,704) |
(5) (4) (25) (3) (2) - - 70 16 1 - (85) (2) 2 6 (7) (86) (4) (3) 4 1 3 (80) (13) 100 100 (92) (17) (2) (1) (27) (5) (48) 36 11 (13) (13) 58 (4) 17 50 8 (20) (11) (4) (17) (15) (5) (5) |
OA90 OA120 OA90 OA120 OA120 OA120 60~90 Days OA120 OA120 OA60 OA45 OA120 OA120 OA60 EOM55 OA60 OA120 OA120 OA120 OA60 OA60 OA60 OA60 OA60 OA90 OA120 OA60 OA90 OA60 OA60 OA90 OA90 OA60 OA90 EOM55 OA60 OA60 OA90 OA60 OA120 OA120 OA60 OA30 OA30 OA30 OA30 OA45 OA30 OA30 |
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - |
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - |
1,469,264 1,103,506 10,528,447 176,694 556,578 181,972 10,296 (16,925,223) (5,535,436) (49,580) - 16,925,223 73,311 (219,938) (265,761) 43,942 5,535,436 5,126 213,553 (43,942) (32,515) (4,368) 219,938 32,515 (10,528,447) (1,103,506) 49,580 67,177 27,243 8,084 539,821 181,636 1,835,994 (1,469,264) (114,648) 121,676 249,315 (67,177) 18,934 (5,126) (73,311) (27,243) 26,748 230,044 12,899 19,118 28,982 270 2,393 |
6 5 46 1 2 1 - (64) (21) - - 91 - (2) (2) 2 94 - 4 (2) (1) - 81 12 (100) (99) 81 2 1 - 18 6 63 (61) (5) 17 34 (100) 9 (1) (21) (8) 7 60 3 5 8 - 1 |
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - |
- 368 -
| Company Name | Related Party | Nature of Relationship | Transaction Detail | Transaction Detail | Transaction Detail | Transaction Detail | Transactions with Terms Different from Others |
Transactions with Terms Different from Others |
Notes/Accounts Receivable or (Payable) | Notes/Accounts Receivable or (Payable) | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchases/ (Sales) |
Amount | % of Total Purchases/(Sales) |
Payment Terms | Unit Price |
Payment Terms |
Ending Balance | % of Total Note/ Accounts Receivable or (Payable) |
Note | |||
| BQE BQE BQE BQL BQL BQL BQP BQP BQP BQP BQP BQP BQP BQAT BQAU BQCA BQCH BQDE BQFR BQHK_HLD BQIB BQID BQIN BQIT BQJP BQKR BQME BQMX BQNL BQSE BQsha_EC2 BQUK MaxGen ZGC ESM GSC GSC BMB K2 K2SH DIC Data Image (Suzhou) Corporation DFI DFI DFI AMERICA, LLC. DFI Diamond Flower Information (NL) B.V. DFI DFI Co., Ltd. DFI AEWIN AEWIN AEWIN Beijing AEWIN Aewin Tech Inc. Alpha |
BQNL BQCH BenQ BQMX MaxGen BenQ BQAU BQIN BQJP BQKR BQME BQID BenQ BQE BQP BQA BQE BQE BQE BenQ BQE BQP BQP BQE BQP BQP BQP BQL BQE BQE BQC_RO BQE BQL BQA GSC ESM BMB GSC K2SH K2 Data Image (Suzhou) Corporation DIC The Company DFI AMERICA, LLC. DFI Diamond Flower Information (NL) B.V. DFI DFI Co., Ltd. DFI AEWIN DFI AEWIN Beijing AEWIN Aewin Tech Inc. AEWIN Alpha USA |
Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Parent/Subsidiary Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates |
(Sales) (Sales) Purchases (Sales) (Sales) Purchases (Sales) (Sales) (Sales) (Sales) (Sales) (Sales) Purchases Purchases Purchases Purchases Purchases Purchases Purchases Purchases Purchases Purchases Purchases Purchases Purchases Purchases Purchases Purchases Purchases Purchases Purchases Purchases Purchases Purchases (Sales) Purchases Purchases (Sales) (Sales) Purchases Processing cost Processing Revenue Purchases (Sales) Purchases (Sales) Purchases (Sales) Purchases (Sales) Purchases (Sales) Purchases (Sales) Purchases (Sales) |
(711,331) (129,831) 3,283,470 (440,967) (152,880) 644,117 (198,197) (1,232,923) (1,642,032) (237,752) (1,132,160) (134,928) 5,862,392 685,928 198,197 600,765 129,831 904,208 491,267 120,875 222,704 134,928 1,232,923 172,134 1,642,032 237,752 1,132,160 440,967 711,331 231,445 191,538 775,795 152,880 609,322 (274,487) 274,487 138,127 (138,127) (324,204) 324,204 1,134,344 (1,134,344) 187,561 (614,226) 614,226 (496,642) 496,642 (324,308) 324,308 (320,249) 320,249 (286,858) 286,858 (187,442) 187,442 (7,460,063) |
(16) (3) 82 (56) (19) 88 (3) (19) (25) (4) (17) (2) 100 100 81 100 100 96 99 86 99 100 69 93 100 100 95 92 100 100 99 100 83 100 (100) 57 29 (29) (30) 100 55 (29) 8 (15) 96 (12) 100 (8) 100 (8) 26 (21) 47 (14) 100 (41) |
OA30 OA30 OA90 OA90 OA90 OA90 OA60 OA60 OA60 OA60 OA60 OA60 OA60 OA45 OA60 OA60 OA30 OA30 OA30 OA60 OA30 OA60 OA60 OA30 OA60 OA60 OA60 OA90 OA30 OA30 OA60 OA30 OA90 OA60 OA60 OA60 OA60 OA60 OA90 OA90 Depends on its working capital status Depends on its working capital status 60~90 Days 60~90 Days 60~90 Days 60~90 Days 60~90 Days 60~90 Days 60~90 Days EOM90 EOM90 150 Days After Shipment 150 Days After Shipment 120 Days After Shipment 120 Days After Shipment 90 Days |
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - |
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - |
54,804 6,463 (539,821) 95,605 472,987 (181,636) 18,981 815,589 354,882 116,732 198,840 50,267 (1,835,994) (28,982) (18,981) (121,676) (6,463) (26,748) (230,044) (8,084) (2,393) (50,267) (815,589) (12,899) (354,882) (116,732) (198,840) (95,605) (54,804) (270) (18,934) (19,118) (472,987) (249,315) 45,989 (45,989) (22,144) 22,144 40,175 (40,175) (294,000) 294,000 (10,296) - (24,883) 16,905 (16,905) 6,736 (6,736) 33,315 (33,315) 275,316 (275,316) 92,440 (92,440) 1,373,313 |
14 2 (91) 16 81 (92) 1 41 18 6 10 3 (100) (100) (92) (99) (61) (100) (98) (84) (83) (99) (100) - (96) (100) (90) (89) (98) (24) (100) (94) (95) (99) 100 (67) (32) 32 24 (100) (76) 54 (3) - (100) 4 (100) 2 (88) 8 (12) 61 (47) 21 (100) 36 |
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - |
- 369 -
| Company Name | Related Party | Nature of Relationship | Transaction Detail | Transaction Detail | Transaction Detail | Transaction Detail | Transactions with Terms Different from Others |
Transactions with Terms Different from Others |
Notes/Accounts Receivable or (Payable) | Notes/Accounts Receivable or (Payable) | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchases/ (Sales) |
Amount | % of Total Purchases/(Sales) |
Payment Terms | Unit Price |
Payment Terms |
Ending Balance | % of Total Note/ Accounts Receivable or (Payable) |
Note | |||
| Alpha Alpha Alpha CSF Alpha HK Alpha HK D-Link Asia Hitron Hitron HVN Alpha USA D-Link Asia Alpha CSF Mirac Alpha VN Alpha CSF Alpha DGF HUS HBV Hitron BMC BMC BMC BMC BMC BMC BMC BMC BMM SMS BMS Simula Simula Technology (ShenZhen) Co., Ltd. Action Star Technology Co., Ltd. The Company PTT PTT PTT PTE PTU PTUK MTG Ginnet |
D-Link Asia Alpha CSF Mirac Alpha VN Alpha CSF Alpha DGF HUS HBV Hitron Alpha Alpha Alpha Alpha CSF Alpha HK Alpha HK D-Link Asia Hitron Hitron HVN AU AUOSZ AUOXM BMM VVM SMS BMS Visco Vision BMC BMC BMC Simula Technology (ShenZhen) Co., Ltd. Simula The Company Action Star Technology Co., Ltd. PTE PTU PTUK PTT PTT PTT Ginnet MTG |
Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates The entity who has significant influence over the Group The entity who has significant influence over the Group The entity who has significant influence over the Group Affiliates Associate Affiliates Affiliates Associate Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates |
Purchases Purchases (Sales) (Sales) (Sales) Purchases (Sales) (Sales) (Sales) Purchases (Sales) (Sales) Purchases Purchases Purchases (Sales) Purchases Purchases Purchases (Sales) (Sales) (Sales) (Sales) (Sales) (Sales) Purchases Purchases Purchases Purchases (Sales) Purchases (Sales) (Sales) Purchases (Sales) (Sales) (Sales) Purchases Purchases Purchases (Sales) Purchases |
892,562 8,042,314 (310,788) (1,487,305) (6,191,412) 892,562 (4,134,320) (355,687) (6,243,767) 7,460,063 (892,562) (8,042,314) 310,788 1,487,305 6,191,412 (892,562) 4,134,320 355,687 6,243,767 (3,387,870) (925,859) (801,710) (437,210) (164,588) (267,973) 964,131 386,076 437,210 267,973 (964,131) 415,453 (415,453) (110,477) 110,477 (226,964) (314,171) (143,624) 226,964 314,171 143,624 (111,424) 111,424 |
6 58 (3) (17) (72) 68 (67) (6) (99) 100 (68) (89) 90 100 70 (100) 97 100 89 (24) (7) (6) (3) (1) (2) 9 4 65 100 (94) 87 (74) (9) 1 (21) (29) (13) 34 95 83 (1) 13 |
90 Days 90 Days 90 Days 90 Days 90 Days 90 Days 90 Days 90 Days 60 Days 90 Days 90 Days 90 Days 90 Days 90 Days 90 Days 90 Days 90 Days 90 Days 60 Days OA90 OA90 OA90 OA180 OA90 OA180 OA180 OA60 OA180 OA180 OA180 EOM60 EOM60 EOM60 EOM60 OA90 OA90 OA90 OA90 OA90 OA90 EOM60 EOM60 |
- - - - - - - - - - - - - - - - - - - (Note 1) (Note 1) (Note 1) (Note 1) (Note 1) (Note 1) (Note 2) (Note 2) (Note 2) (Note 2) (Note 2) (Note 4) (Note 4) - - (Note 3) (Note 3) (Note 3) (Note 3) (Note 3) (Note 3) - - |
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - |
- (640,969) 36,611 916,049 709,582 - 1,518,943 69,433 1,701,574 (1,373,313) - 640,969 (36,611) (916,049) (709,582) - (1,518,943) (69,433) (1,701,574) 770,725 69,998 51,067 235,738 29,811 51,015 (509,510) (54,473) (235,738) (51,015) 509,510 (34,327) 34,327 16,348 (16,348) 131,366 86,070 86,283 (131,366) (86,070) (86,283) 17,394 (17,394) |
- (28) 3 49 38 - 74 3 100 (100) - 83 (100) (100) (62) - (100) (100) (86) 27 2 2 8 1 2 (16) (2) (93) (84) 98 (54) 59 8 - 28 19 19 (61) (100) (94) 1 (19) |
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - |
(Note 1)The selling prices of BMC to related parties are not comparable to the sales prices for third-party customers as the specifications of products were different. For the other transaction, there were no significant differences between the sales for related parties and those for third-party customers. (Note 2)The purchase prices to related parties are not comparable to the purchase prices for third-party vendors as the specifications of products were different, and it is conducted under the agreed purchase price and conditions.
(Note 3)The selling prices of PTT to related parties are not comparable to the sales prices for third-party customers as the specifications of products were different. For the other transaction, there were no significant differences between the sales for related parties and those for third-party customers. (Note 4)Simula seldom purchases the same products from other vendors. Therefore, the purchase prices are not reasonably comparable.
- 370 -
QISDA CORPORATION
Receivables from related parties which exceed NT$100 million or 20% of the paid-in capital December 31, 2023
(Amounts in thousands of New Taiwan dollars, unless specified otherwise)
Table 7
| Table 7 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Company Name | Related Party | Nature of Relationship |
Ending Balance | Turnover Rate |
Overdue | Amount Received in Subsequent Period |
Allowance for Bad Debts |
|
| Amount | Action Taken | |||||||
| The Company The Company The Company The Company The Company The Company QCSZ QCOS QCOS QCPS QCES BenQ BenQ BenQ BenQ BQA BQA BQE BQL BQP BQP BQP BQP PTT Data Image (Suzhou) Corporation AEWIN ACE Alpha Alpha Alpha D-Link Asia Alpha CSF Alpha HK Alpha HK Hitron HVN |
BenQ QJTO QALA AU AUOSZ AUOKS The Company The Company AUOXM QCSZ The Company BQE BQL BQP QCSZ BQCA ZGC BQFR MaxGen BQIN BQJP BQME BQKR PTE DIC Aewin Beijing Tianjin Ace Pillar Co., Ltd. Alpha USA Alpha HK Hitron Alpha Alpha Alpha CSF Alpha VN HUS Hitron |
Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary The entity who has significant influence over the Group The entity who has significant influence over the Group The entity who has significant influence over the Group Parent/Subsidiary Parent/Subsidiary The entity who has significant influence over the Group Affiliates Parent/Subsidiary Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates |
1,469,264 1,103,506 10,528,447 176,694 556,578 181,972 16,925,223 5,535,436 213,553 219,938 1,973,219 539,821 181,636 1,835,994 163,457 121,676 249,315 230,044 472,987 815,589 354,882 198,840 116,732 131,366 294,000 275,316 151,774 1,373,313 175,006 302,103 400,269 640,969 709,582 916,049 1,518,943 1,701,574 |
3.90 2.61 1.96 7.89 2.71 2.13 3.37 2.52 3.50 7.72 (Note 1) 4.17 2.40 3.46 (Note 1) 4.18 4.42 2.26 0.30 1.62 5.28 4.37 3.39 1.57 4.17 0.72 (Note 1) 7.37 (Note 1) (Note 3) 2.34 11.94 6.69 2.98 2.17 2.73 |
65,629 211,981 4,518,522 - - - 4,371,978 3,036,786 - - 782,533 62 20,462 773,560 - 74,326 52,122 - - 527,182 147,043 - 35,794 64,648 - 101,493 - - - - - - 31,482 55,926 - - |
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - |
700,911 256,472 3,446,134 162,488 151,328 52,301 6,818,130 1,032,170 - - 1,101,835 221,644 109,725 524,229 97,593 74,486 52,953 - - 71,317 269,242 53,123 56,567 26,185 168,960 34,164 - 540,208 - - - 358,256 286,941 120,917 536,841 10,274 |
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - |
- 371 -
| Company Name | Related Party | Nature of Relationship |
Ending Balance | Turnover Rate |
Overdue | Overdue | Amount Received in Subsequent Period |
Allowance for Bad Debts |
|---|---|---|---|---|---|---|---|---|
| Amount | Action Taken | |||||||
| BMC BMC BMS |
AU BMM BMC |
The entity who has significant influence over the Group Affiliates Affiliates |
770,725 235,738 509,510 |
3.81 (Note 2) 3.01 (Note 2) 1.55(Note 2) |
- - 20,059 |
- - - |
- - 50,342 |
- - - |
(Note 1)The sales from repurchasing after processing have been eliminated; therefore, calculation of turnover rate is not applicable. (Note 2)The calculation of turnover rate includes the account receivable sold to financial institutions.
- 372 -
QISDA CORPORATION
Information of Investees (Excluding Information on investments in Mainland China)
For the year ended December 31, 2023
(Amounts in thousands of New Taiwan dollars / shares, unless specified otherwise)
Table 8
| Table 8 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Investor | Investee | Location | Main Businesses and Products | Original investment Amount | Balances as of December 31, 2023 | Net Income (Loss) of the Investee |
Investment Income (Loss) |
Note | |||
| December 31, 2023 |
December 31, 2022 |
Shares | Percentage of Ownership |
Carrying Value |
|||||||
| The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company BMC BMC BMC BMC |
DFN BMC BenQ QALA QJTO QLPG QLLB APV Darly BBHC PTT BDT QTOS Q.S.Control Corp. DFI Alpha K2 DIC EASCHK MTG Topview QVH Simula GSC TCI Gene Rapidtek Norbel H2 Energy Co., Ltd. BMLB SGM Visco Vision Inc. Cenefom Corporation |
Taiwan Taiwan Taiwan USA Japan Malaysia Malaysia Taiwan Malaysia Cayman Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Hong Kong Taiwan Taiwan Vietnam Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Malaysia Taiwan Taiwan Taiwan |
Manufacture and sale of computer peripherals, power devices, green energy products and passive components R&D, manufacture and sale of optoelectronics film Sales of brand-name electronic products Sales of electronic products Sales and maintenance of electronic products in Japanese market Leasing and management services Investment and holding activity Investment and holding activity Investment and holding activity Investment and holding activity Manufacture, sales, and import and export of POS terminals and peripheral Manufacture and sale of medical consumable and equipment Sales of electronic products R&D, manufacture and sales of medical consumables and equipments Manufacture and sales of industrial motherboards and components R & D, manufacture and sale of LAN/MAN, wireless, mobile & broadband, and digital multimedia products Sale of medical consumable and equipment Manufacture and sales of marine display modules Sales of electronic products Distributing and reselling software and hardware equipment of ICT infrastructures, computing & data utilization, and digitalization. Manufacture and sales of video surveillance cameras Manufacture of monitors Manufacture and sales of electronic material Sale of alcohol and medical disinfectant Genetic testing and wholesale of nutritional supplement Antenna design and production and sales of RF testing products Retail and wholesale of maternity and infant products, medical care products, dietary supplement, and cosmetics Energy service Investment and holding activity Sales of medical consumables and equipment Manufacture and sale of contact lenses R&D, manufacture and sale of medical consumable and equipment |
662,195 507,883 4,963,435 32,800 2,701 578,128 3,687,539 570,016 165,000 7,789,187 1,475,978 280,000 1,000 63,000 3,154,750 8,135,810 - 260,000 78,338 3,202,856 172,500 1,212,849 600,000 254,000 545,160 163,850 1,800,000 1,500 499,790 231,727 168,771 272,968 |
662,195 507,883 4,963,435 32,800 2,701 578,128 3,687,539 570,016 165,000 1,503,504 1,475,978 280,000 1,000 63,000 3,154,750 8,135,810 217,763 260,000 78,338 3,202,856 172,500 1,212,849 600,000 254,000 545,160 163,850 - - 1,141,340 231,727 168,771 272,968 |
58,005 43,659 320,000 1,000 - 50,000 114,250 201,181 6,000 108,555 43,577 28,000 100 6,000 51,610 295,797 - 20,000 1 96,841 5,750 - 30,000 17,500 4,720 2,638 10,000 150 14,082 2,000 9,334 11,646 |
20.87% 13.61% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 44.32% 58.04% 100.00% 100.00% 20.00% 45.08% 54.60% - 28.82% 54.00% 51.41% 20.00% 100.00% 37.51% 50.00% 17.84% 8.79% 28.54% 30.00% 100.00% 100.00% 14.82% 50.98% |
2,546,239 715,694 9,074,526 70,580 40,250 366,535 16,325,539 3,804,909 275,239 2,816,442 1,335,090 36,561 1,017 69,424 2,718,415 7,725,175 - 410,107 91,688 2,737,028 530,708 304,885 565,240 322,588 514,309 137,042 1,710,470 1,331 1,683,095 38,526 384,314 213,973 |
1,650,873 414,352 1,451,193 7,800 (2,839) (11,938) 752,768 315,069 44,410 759,612 108,513 (9,122) 14 30,578 361,685 547,920 90,251 278,863 12,016 592,342 183,134 (188,191) (83,450) 21,152 10,107 12,223 208,037 (564) (8,791) 21,965 301,613 (17,770) |
334,479 59,168 1,446,624 7,800 (2,839) (11,938) 534,692 315,069 44,410 203,563 38,365 (5,675) 14 6,011 82,616 205,082 18,105 80,620 955 302,128 32,861 (188,191) (47,006) 4,687 (11,890) (9,511) 10,786 (169) - - - - |
Associate Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Associate Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Associate Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Associate Associate Associate Associate Affiliates Affiliates Associate Affiliates |
- 373 -
| Investor | Investee | Location | Main Businesses and Products | Original investment Amount | Original investment Amount | Balances as of December 31, 2023 | Balances as of December 31, 2023 | Balances as of December 31, 2023 | Net Income (Loss) of the Investee |
Investment Income (Loss) |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2023 |
December 31, 2022 |
Shares | Percentage of Ownership |
Carrying Value |
|||||||
| BMC BMC BMC BMC WPC WPSG APV APV APV APV APV APV APV APV APV APV APV APV APV Darly C Darly Darly BenQ BenQ BenQ BenQ BenQ BenQ BenQ BenQ BenQ BenQ BenQ BenQ BenQ BenQ BenQ |
Genejet Biotech Co., Ltd. WEB-PRO Corporation MLK Bioscience Co., Ltd. Kangde Corp. WPSG WPVN Darly C BMC BMTC BBHC PTT DFI Alpha Topview DIC Simula GSC TCI Gene Rapidtek Alpha BenQ Guru Holding Ltd. (GSH) BBHC BQA BQL BQE BenQ Mexico S. de R.L. de C.V. BQP Darly 2 BenQ Guru Holding Ltd. (GSH) DFN BMC BBHC BMTC MQE INF BQHK_HLD PT BenQTeknologi Indonesia |
Taiwan Taiwan Taiwan Taiwan Singapore Vietnam Taiwan Taiwan Taiwan Cayman Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Hong Kong Cayman USA USA The Netherlands Mexico Taiwan Taiwan Hong Kong Taiwan Taiwan Cayman Taiwan The Netherlands Taiwan Hong Kong Indonesia |
R&D, manufacture and sale of medical consumable and equipment R&D, manufacture and sale of medical supplies R&D, manufacture and sale of medical consumable and equipment Sale of medical consumable and equipment Investment and holding activity Manufacture and sale of medical supplies Investment management consulting R&D, manufacture and sale of optoelectronics film R&D, manufacture and sales of medical consumables and equipments Investment and holding activity Manufacture, sales, and import and export of POS terminals and peripherals Manufacture and sales of industrial motherboards and components R & D, manufacture and sale of LAN/MAN, wireless, mobile & broadband, and digital multimedia products Manufacture and sales of video surveillance cameras Manufacture and sales of marine display modules Manufacture and sales of electronic material Sale of alcohol and medical disinfectant Genetic testing and wholesale of nutritional supplement Antenna design and production and sales of RF testing products R & D, manufacture and sale of LAN/MAN, wireless, mobile & broadband, and digital multimedia products Investment and holding activity Investment and holding activity Sales of brand-name electronic products in North America markets Sales of brand-name electronic products in Latin America markets Sales of electronic products in European markets Sales of brand-name electronic products in Latin America markets Sales of brand-name electronic products in Asia markets Investment and holding activity Investment and holding activity Manufacture and sale of computer peripherals, power devices, green energy products and passive components R&D, manufacture and sale of optoelectronics film Investment and holding activity Manufacture and sales of medical consumables and equipments Maintenance of brand-name electronic monitors and projectors in European markets Assembly and sales of gaming electronic products Sales of brand-name electronic products in HK markets Sales of electronicproducts |
47,860 3,161,999 6,000 5,980 895,139 926,053 77,933 221,786 42,584 904,102 112,080 149,096 284,143 11,806 88,222 201,673 150,000 189,516 42,050 273,445 30,456 471,516 114,553 342,589 960,568 - 950,000 2,361,132 74,021 233,491 946,731 719,088 235,069 90,912 117,987 118,282 21 |
43,316 - 6,000 5,980 - - 77,933 221,786 42,584 904,102 112,080 149,096 284,143 63,525 88,222 201,673 150,000 189,516 42,050 273,445 30,456 471,516 114,553 342,589 960,568 - 950,000 2,361,132 74,021 233,491 946,731 719,088 235,069 90,912 117,987 118,282 21 |
4,070 35,700 217 598 30,000 - 12,105 15,182 3,549 25,000 6,006 2,294 12,236 239 3,607 5,390 17,500 1,480 677 12,710 7,800 14,158 200 9,350 5,009 - 20,000 227,372 23,400 14,017 80,848 20,000 19,353 82 6,947 4,000 - |
75.63% 51.00% 20.00% 9.98% 100.00% 100.00% 45.11% 4.73% 7.96% 10.21% 8.00% 2.00% 2.26% 0.83% 5.20% 6.74% 50.00% 5.59% 2.26% 2.35% 12.50% 5.78% 100.00% 100.00% 100.00% 0.03% 100.00% 100.00% 37.50% 5.04% 25.21% 8.17% 43.43% 100.00% 100.00% 100.00% 0.31% |
44,902 2,908,093 4,086 4,257 765,713 758,203 186,724 274,420 88,115 648,478 173,007 151,468 258,566 28,683 91,182 205,769 239,569 186,042 41,335 247,390 15,862 367,027 1,148,329 92,586 1,055,400 - 647,208 4,387,170 48,980 615,250 1,461,333 518,479 469,238 81,656 93,266 2,283,612 59 |
390 234,992 (1,306) (6,912) (67,969) (69,034) 14,392 414,352 114,581 759,612 108,513 361,685 547,920 183,134 278,863 (83,450) 21,152 10,107 12,223 547,920 5,728 759,612 100,379 52,822 112,835 42,352 452,786 485,885 5,728 1,650,873 414,352 759,612 114,581 1,671 6,732 403,804 (10,443) |
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - |
Affiliates Affiliates Associate Associate Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Associate Affiliates Affiliates Affiliates Associate Associate Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Associate Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates |
- 374 -
| Investor | Investee | Location | Main Businesses and Products | Original investment Amount | Original investment Amount | Balances as of December 31, 2023 | Balances as of December 31, 2023 | Balances as of December 31, 2023 | Net Income (Loss) of the Investee |
Investment Income (Loss) |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2023 |
December 31, 2022 |
Shares | Percentage of Ownership |
Carrying Value |
|||||||
| BenQ BQP BQP BQP BQP BQP BQP BQP BQP BQP BQP BQA BQL BQL BQL BQL Joytech LLC Vividtech LLC BQmx Darly 2 Darly 2 Darly 2 Darly 2 Darly 2 Darly 2 Darly 2 Darly 2 Darly 2 Darly 2 Darly 2 BQE BQE BQE BQE BQE BQE BQE BQE BQE |
Alpha BenQ India Private Ltd. BenQ (M.E.) FZE BenQ Japan Co., Ltd. BenQ Singapore Pte Ltd. BenQ Australia Pte Ltd. BenQ Service & Marketing (M) Sdn Bhd BenQ (Thailand) Co., Ltd. BenQ Korea Co., Ltd. PT BenQ Teknologi Indonesia BenQ Vietnam Co., Ltd. BenQ Canada Corp. BenQ Mexico S. de R.L. de C.V. Joytech LLC Vividtech LLC BenQ Service de Mexico S.de R.L. de C.V. Maxgen Comércio Industrial imp E Exp Ltda. Maxgen Comércio Industrial imp E Exp Ltda. BenQ Service de Mexico S. de R.L. de C.V. Darly C BBHC BenQ Guru Holding Ltd. (GSH) BMTC PTT DFI Alpha K2 DIC Topview Simula BenQ UK Limited BenQ Deutschland GmbH BenQ Benelux B.V. BenQ Austria GmbH BenQ Iberica S.L. Unipersonal BenQ Italy S.R.L BenQ France SAS BenQ Nordic A.B. BenQ LLC. |
Taiwan India United Arab Emirates Japan Singapore Australia Malaysia Thailand Korea Indonesia Vietnam Canada Mexico USA USA Mexico Brazil Brazil Mexico Taiwan Cayman Hong Kong Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan UK Germany The Netherlands Austria Spain Italy France Sweden Russia |
R & D, manufacture and sale of LAN/MAN, wireless, mobile & broadband, and digital multimedia products Sales of electronic products Sales of electronic products Sales of electronic products Sales of electronic products Sales of electronic products Sales of electronic products Sales of electronic products Sales of electronic products Sales of electronic products Sales of electronic products Sales of electronic products Sales of electronic products Investment and holding activity Investment and holding activity Providing administration and management services to affiliates Sales of electronic products Sales of electronic products Providing administration and management services to affiliates Investment management consulting Investment and holding activity Investment and holding activity Manufacture and sales of medical consumables and equipment Manufacture, sales, and import and export of POS terminals and peripherals Manufacture and sales of industrial motherboards and components R & D, manufacture and sale of LAN/MAN, wireless, mobile & broadband, and digital multimedia products Sale of medical consumable and equipment Manufacture and sales of marine display modules Manufacture and sales of video surveillance cameras Manufacture and sales of electronic material Sales of electronic products Sales of electronic products Sales of electronic products Sales of electronic products Sales of electronic products Sales of electronic products Sales of electronic products Sales of electronic products Providing administration and management services to affiliates |
342 224,405 8,891 4,518 1,837 132,590 119,488 120,116 1,713 6,901 5,576 26 77,591 74,046 74,046 - 74,046 74,046 87 89,179 2,122,721 121,860 27,337 49,426 596,382 79,990 - 48,093 123,252 205,920 14,800 25,587 567 1,091 4,677 92,654 2,045 445 52 |
342 224,405 8,891 4,518 1,837 132,590 119,488 120,116 1,713 6,901 5,576 26 77,591 74,046 74,046 - 74,046 74,046 87 89,179 2,122,721 121,860 27,337 49,426 596,382 79,990 44,997 48,093 123,252 205,920 14,800 25,587 567 1,091 4,677 92,654 2,045 445 52 |
18 440,296 - - 500 2,191 100 12,000 10 6 1 1 3 1 1 - 1 1 3 14,728 65,024 31,200 1,590 1,648 9,175 4,185 - 3,005 2,615 5,500 - - - - - 50 - - - |
0.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 99.69% 100.00% 100.00% 99.97% 100.00% 100.00% 0.03% 50.00% 50.00% 99.97% 54.89% 26.55% 50.00% 3.57% 2.19% 8.01% 0.77% - 4.33% 9.10% 6.88% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% |
354 133,196 141,081 206,858 5,604 98,039 7,750 (90,011) (2,235) 20,751 4,418 70,897 118,201 (14,004) (14,004) - (14,004) (14,004) 4,533 227,195 1,686,800 65,307 39,478 47,472 606,190 76,914 - 72,717 315,985 209,945 82,685 185,453 (22,186) 41,182 97,752 85,506 (103,034) 42,111 16,423 |
547,920 83,588 42,597 31,868 3,377 5,781 (695) (16,958) (4,293) (10,443) (138) 2,638 42,352 32,321 32,321 (5) 64,642 64,642 (5) 14,392 759,612 5,728 114,581 108,513 361,685 547,920 90,251 278,863 183,134 (83,450) 7,844 3,296 5,743 3,290 6,816 40,606 5,336 3,656 51 |
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - |
Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Associate Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates |
- 375 -
| Investor | Investee | Location | Main Businesses and Products | Original investment Amount | Original investment Amount | Balances as of December 31, 2023 | Balances as of December 31, 2023 | Balances as of December 31, 2023 | Net Income (Loss) of the Investee |
Investment Income (Loss) |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2023 |
December 31, 2022 |
Shares | Percentage of Ownership |
Carrying Value |
|||||||
| BMTC BMTC BMTC BMTC BMTC BMTC BMTC BMTC BMTC Concord BHS BHS K2 K2 Asiaconnect PTT PTT PTT PTT PTT PTT PTT PTT PTT PTT PTTN PTTN PTE PTE PTE PTE PTME WEBEST WEBEST WEBEST P&S PTAP DFI DFI DFI DFI DFI DFI |
Asiaconnect Highview LILY BABD BHS EASTECH Concord CCHC K2 CCHC NBHIT CKCARE K2 Medical (Thailand) Co., LTD PT Frismed Hoslab Indonesia K2 WEBEST PTUK PTAP PTE PTME PTSE PTTN P&S PTMG PTNA WEBEST PTTN PTUK Sloga RSS PTF E-POS PTTN PTNA PTME PTU PTME DFI AMERICA, LLC. Yan Tong Technology Ltd. DFI Co., Ltd. Diamond Flower Information (NL) B.V. AEWIN ACE |
Taiwan Samoa Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Thailand Indonesia Taiwan Taiwan UK Taiwan Germany United Arab Emirates Singapore Taiwan British Virgin Islands Taiwan Morocco Taiwan Taiwan UK Slovenia Spain France United Arab Emirates Taiwan Morocco United Arab Emirates USA United Arab Emirates USA Mauritius Japan The Netherlands Taiwan Taiwan |
Sales of medical consumables and equipment and software Investment and holding activity Sales of medical consumables and equipment Sales of medical consumables and equipment Sales of medical consumables and equipment Sales of medical consumables and equipment Sales and purchase of medical products, medical equipment leasing and management consulting Sales of medical consumables and equipment, and management consulting Sales of medical consumables Sales of medical consumables and equipment, and management consulting Sales of medical consumables and equipment Sales of medical consumables and equipment Sales of medical consumables Sales of medical consumables Sales of medical consumables Sales, import and export of electronic products Sales, import and export of electronic products Sales, import and export of electronic products Sales, import and export of electronic products Sales, import and export of electronic products Software development and sales of product Software development and sales of product Sales, import and export of electronic products Software development and sales of product Sales, import and export of electronic products Sales, import and export of electronic products Software development and sales of product Sales, import and export of electronic products Sales, import and export of electronic products Sales, import and export of electronic products Sales, import and export of electronic products Sales, import and export of electronic products Software development and sales of product Sales, import and export of electronic products Sales, import and export of electronic products Sales, import and export of electronic products Sales, import and export of electronic products Sales of industrial motherboards Investment and holding activity Sales of industrial motherboards Sales of industrial motherboards Manufacture and sale of industrial motherboards and component Sales of automation mechanical transmission system and component |
21,984 36,211 185,000 88,000 100,000 20,300 190,000 - 390,000 119,984 59,280 105,300 15,919 257,728 10,000 - 43,834 80,000 51,451 137,387 57,449 25,779 134,973 - - 29,254 29,417 5,640 980 - 1,641 2,485 - - - 31,593 309 254,683 107,198 104,489 35,219 564,191 1,301,359 |
21,984 36,211 185,000 88,000 100,000 20,300 190,000 40,000 - 80,000 59,280 105,300 15,919 257,728 - 21,843 43,834 - 51,451 137,387 57,449 25,769 134,973 11,000 4,075 - - 5,640 980 - 1,641 2,485 10 1 1,560 31,593 - 254,683 107,198 104,489 35,219 564,191 1,301,359 |
1,995 1,062 10,000 8,800 10,000 700 133,333 - 7,800 12,000 1,092 4,362 - 12 200 - 886 8,000 (Note1) 0.099 222 5,739 4,560 - - 2,500 2,100 114 (Note1) (Note1) (Note1) 0.3 - - - 1,091 0.001 1,209 3,500 6 12 30,376 53,958 |
99.75% 100.00% 100.00% 88.00% 100.00% 70.00% 40.00% - 39.00% 100.00% 52.00% 60.00% 49.00% 67.00% 1.00% - 88.60% 100.00% 50.02% 99.00% 69.88% 60.23% 100.00% - - 100.00% 100.00% 11.40% 90.00% 68.00% 70.00% 100.00% - - - 100.00% 1.00% 100.00% 100.00% 100.00% 100.00% 51.38% 48.07% |
22,560 19,710 260,895 58,786 191,113 35,644 286,920 - 284,704 120,758 84,905 107,662 36,230 311,015 7,300 - 42,733 69,843 142,505 29,645 62,989 83,725 161,888 - - 33,946 34,593 6,416 (15,500) 12,603 1,191 4,256 - - - 134,053 232 410,339 90,358 146,913 147,819 642,461 1,040,700 |
450 3,875 31,244 (1,374) 64,604 16,655 42,744 - 90,251 805 51,378 11,270 14,983 38,278 90,251 7,103 11,280 (4,467) 8,218 (4,386) 2,696 11,107 18,542 8,070 - 7,103 8,070 11,280 (87) 6,755 - (1,776) - - - 31,391 (4,386) 22,661 (30,147) 36,325 38,956 26,616 (20,946) |
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - |
Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates |
- 376 -
| Investor | Investee | Location | Main Businesses and Products | Original investment Amount | Original investment Amount | Balances as of December 31, 2023 | Balances as of December 31, 2023 | Balances as of December 31, 2023 | Net Income (Loss) of the Investee |
Investment Income (Loss) |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2023 |
December 31, 2022 |
Shares | Percentage of Ownership |
Carrying Value |
|||||||
| DFI AEWIN AEWIN Wise Way ACE ACE Cyber South Cyber South ACE STC ACE AEG DIC DIC DIC DIVA DIVA DIVA DIVA DIVA DIVA Diva Capital lnc. QUBYX Limited QUBYX Limited EASCHK MTG MTG MTG MTG MTG MTG MTG MTG MTG Epic Cloud Epic Cloud AdvancedTEK Statnic Simula Simula |
Brainstorm Wise Way Aewin Tech Inc. Bright Profit Cyber South Hong Kong Ace Pillar Enterprise Company Limited Proton Inc. Ace Tek (HK) Holding Co., Ltd. STC Standard Technology Corp. AEG Blue Walker GmbH Data Image (Mauritius) Corporation DIVA DMC Components International, LLC DIVA Laboratories GmbH DIVA Laboratories U.S., LLC Panoramic Imaging Solutions Inc. Diva Capital lnc. QUBYX Limited The Linden Group Corp. Diva Holding lnc. QUBYX LTD QUBYX Software Technologies Inc Expert Alliance Smart Technology Co., Ltd. Ginnet Epic Cloud Corex Statinc Grandsys Inc. AdvancedTEK Everlasting Digital ESG Co., Ltd. MRU Brainstorm Ginnet Statinc APEO Human Capital Services Corp. Datta Aspire Asia Inc. Simula TechnologyCorp. |
USA Anguilla USA Hong Kong Samoa Hong Kong Samoa Hong Kong Taiwan British Virgin Islands Taiwan Germany Mauritius Taiwan Orlando, USA Germany USA Taiwan Samoa UK USA Samoa France USA Macao Taiwan Taiwan South Africa Taiwan Taiwan Taiwan Taiwan Taiwan USA Taiwan Taiwan Taiwan Taiwan British Virgin Islands USA |
Wholesale and retail of computer and peripheral products software Investment and holding activity Wholesale of computer peripheral products and software Investment and holding activity Investment and holding activity Sales of automation mechanical transmission system and component Investment and holding activity Investment and holding activity Sales of semiconductor optoelectronic equipment and consumables, and equipment maintenance services Investment and holding activity Energy service Sales and service of energy management product Investment and holding activity Manufacture and sales of medical consumables and equipment Agency sales Sales of monitor Sales of monitor Sales of monitor Investments in Mainland China Sales and software development Sales of monitor Investments in Mainland China Sales and software development Sales and software development Sales of electronic products and smart services Sales of network and information and communication hardware and software Software and data processing services Sales, purchase, import and export of electronic products Market research, marketing consultant and data processing service Data software and data processing service Applications implement services Sales and software development R&D and sales of computer information system Wholesale and retail of computers and peripherals product Sales of network and information and communication hardware and software Market research, marketing consultant and data processing service Implementaion of application software services Market research, marketing consultant and data processing service Investment and holding activity Sales in North America |
501,582 46,129 77,791 46,129 107,041 5,120 527,665 4,938 187,000 21,727 166,760 138,804 518,381 625,680 24,304 25,092 35,858 24,600 52,908 - 30,015 52,598 - - 381 120,001 55,000 251,872 69,983 94,547 30,091 5,000 31,000 530,075 172 40 2,060 20,000 286,764 15,699 |
501,582 46,129 77,791 46,129 107,041 5,120 527,665 4,938 187,000 21,727 166,760 138,804 518,381 625,680 24,304 25,092 35,858 24,600 52,908 17,815 30,015 52,598 38 - 381 119,142 27,500 251,872 69,983 94,547 30,091 5,000 31,000 - 172 40 2,060 20,000 286,764 15,699 |
- 1,500 2,560 1,500 4,669 1,200 17,744 150 6,084 600 4,993 (Note1) 20,215 20,856 300 - - 2,500 - - - - - - 100 10,525 5,500 1 1,754 5,643 1,153 500 2,000 233 10 1 200 2,000 9,403 500 |
- 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 60.00% 100.00% 99.86% 100.00% 100.00% 35.55% 30.00% 100.00% 100.00% 100.00% 100.00% - 19.00% 100.00% - - 100.00% 79.73% 100.00% 100.00% 34.99% 20.96% 34.09% 29.41% 100.00% 35.09% 0.08% 0.02% 100.00% 100.00% 100.00% 100.00% |
- 99,601 14,992 146,275 537,147 4,714 417,001 2,595 218,794 111,374 204,487 170,924 472,173 622,870 8,874 1,179 14,498 24,156 9,635 - (1,590) 9,630 - - 6,636 180,736 61,848 181,325 81,103 114,326 38,499 2,307 28,023 523,206 172 40 2,692 6,962 116,274 44,911 |
- (39,600) (3,070) (39,601) (36,131) (1,320) (36,653) 457 15,044 14,578 25,114 24,094 62,916 73,617 3,163 (220) 2,709 (1,510) 1,253 - (37,661) 1,253 - - (4,214) 9,677 7,346 (65,054) (1,227) 42,837 13,508 (3,459) 2,442 16,230 9,677 (1,227) 169 (5,488) (30,688) 2,739 |
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - |
Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Associate Affiliates Affiliates Affiliates Affiliates Associate Associate Affiliates Associate Associate Affiliates Affiliates Affiliates Affiliates Affiliates Associate Affiliates Associate Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates |
- 377 -
| Investor | Investee | Location | Main Businesses and Products | Original investment Amount | Original investment Amount | Balances as of December 31, 2023 | Balances as of December 31, 2023 | Balances as of December 31, 2023 | Net Income (Loss) of the Investee |
Investment Income (Loss) |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2023 |
December 31, 2022 |
Shares | Percentage of Ownership |
Carrying Value |
|||||||
| Simula Simula Aspire Asia Inc. Aspire Asia Inc. GSC GSC Alpha Alpha Alpha Alpha Alpha Alpha Alpha Alpha Alpha Enrich Enrich Enrich Enrich Hitron Hitron Hitron Hitron Hitron Hitron |
Simula Company Limited Action Star Technology Co.,Ltd. Aspire Electronics Corp. Simula Company Limited Bigmin Bio-Tech Company Ltd. E-Strong Medical Technology Co., Ltd. AH Alpha Solutions Alpha USA Alpha HK ATS Enrich Hitron D-Link Asia Alpha VN IDT Transnet APL Rapidtek HSM IDT HVN HUS HBV HTG |
Hong Kong Taiwan Samoa Hong Kong Taiwan Taiwan Cayman Japan USA Hong Kong USA Taiwan Taiwan Singapore Vietnam Taiwan Taiwan Taiwan Taiwan Samoa Taiwan Vietnam USA The Netherlands Taiwan |
Investment and holding activity Manufacture of computer and periherals products Investment and holding activity Investment and holding activity Sale of alcohol and medical disinfectant Manufacture of alcohol and dialysate Investment and holding activity Sale of network equipment, components and technical services Sale, marketing and procurement service in USA Investment and holding activity Post-sale service Investment and holding activity Marketing on system integration of communication production and telecommunication products Investment in manufacturing business Manufacture and sales of network products Telecommunication and broadband network system services Operating in network communication products, provide system support services, integrated supply and import and export of network equipment Sale of network equipment, components and technical services Antenna design and production and sales of RF testing products International trade Telecommunication and broadband network system services Production and sale of broadband telecommunications products International trade International trade Investment |
187,625 983,858 95,099 181,726 20,250 310,112 - 5,543 51,092 3,143,628 260,497 400,000 4,811,000 - 1,195,424 189,523 50,000 80,000 108,750 172,179 126,091 1,511,735 90,082 59,604 20,000 |
187,625 983,858 95,099 181,726 20,250 310,112 208,500 5,543 51,092 3,143,628 260,497 400,000 4,811,000 1,692,805 703,056 189,523 50,000 80,000 108,750 642,697 126,091 1,511,735 90,082 59,604 20,000 |
50,500 32,001 2,188 46,033 1,500 23,687 - 1 1,500 780,911 8,100 40,000 200,000 - - 2,575 5,000 8,000 1,751 5,850 16,703 (Note1) 300 15 2,000 |
52.31% 59.35% 95.10% 47.69% 100.00% 71.03% - 100.00% 100.00% 100.00% 100.00% 100.00% 62.24% - 100.00% 5.61% 100.00% 98.92% 5.84% 100.00% 36.39% 100.00% 100.00% 100.00% 100.00% |
116,676 961,481 10,079 106,357 31,343 308,976 - 17,676 172,138 2,256,923 191,730 312,957 3,928,462 (Note2) 929,750 119,772 16,739 49,980 107,298 187,851 638,399 2,798,108 294,821 66,652 3,440 |
(47,289) 9,370 (8,578) (47,289) 4,561 4,521 - 234 13,822 110,387 4,041 1,355 4,879 (20,782) (178,500) 261,763 44 (13,295) 12,223 49,396 261,763 381,925 (82,795) (35,857) (4) |
- - - - - - - - - - - - - - - - - - - - - - - - - |
Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Associate Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates |
(Note1)There was no shares as the company is a limited liability company.
(Note2)On December 28, 2023, Alpha entered into a stock transfer agreement to dispose the entire ownership of D-link Asia and Alpha DGF, which were reclassified as non-current assets held for sale.
- 378 -
QISDA CORPORATION
Information on investments in Mainland China
For the year ended December 31, 2023
(Amounts in thousands of New Taiwan dollars and other currencies, unless specified otherwise)
Table 9
A. Qisda Corporation
- Information on investments in Mainland China:
| Investee Company Name | Main Businesses and Products | Total Amount of Paid-in Capital |
Method of Investment |
Accumulated Outflow of Investment from Taiwan as of January 1, 2023 |
Investment Flows | Investment Flows | Accumulated Outflow of Investment from Taiwan as of December 31, 2023 |
Net Income (Loss) of Investee |
% of Ownership of Direct or Indirect Investment |
Investment Income (Loss) |
Carrying Value as of December 31, 2023 |
Accumulated Inward Remittance of Earnings as of December 31, 2023 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outflow | Inflow | |||||||||||
| Guangxi Youshan Medical Technology Co., Ltd. (“Youshan”) BenQ Guru Software Co., Ltd. (“GSS”) BenQ Biotech (Shanghai) Co., Ltd. (“BBC”) Nanjing Silvertown Health & Development Co., Ltd. (“NSHD”) Suzhou BenQ Investment Co., Ltd. (“BIC”) Suzhou BenQ Hospital Co., Ltd. (“SMH”) BenQ Hospital Management Consulting (Nanjing) Co., Ltd.(“NMHC”) BenQ Intelligent Technology (Shanghai) Co., Ltd. (“BQC_RO”) BenQ Technology (Shanghai) Co., Ltd. (“BQls”) Nanjing BenQ Hospital Co., Ltd. (“NMH”) ShengCheng Trading (Shanghai) Co., Ltd. (“BQsha_EC2”) Qisda Optronics (Suzhou) Co., Ltd. (“QCOS”) Qisda Precision Industry (Suzhou) Co., Ltd. (“QCPS”) Qisda (Shanghai) Co., Ltd. (“QCSH”) BenQ Medical (Shanghai) Co., Ltd. (“BMSH”) Qisda (Suzhou) Co., Ltd. (“QCSZ”) Qisda Electronics (Suzhou) Co., Ltd. (“QCES”) |
Sales of medical consumables and equipment R&D and sales of computer information systems Manufacture and sales of medical consumables and equipment Medical services Investment and holding activity Medical services Medical management consulting Sales of brand-name electronic products in China markets Sales of brand-name electronic products Medical services Sales of brand-name electronic products Manufacture of projectors Manufacture of plastic parts Manufacture of monitors Sale of medical consumable and equipment Manufacture of monitors and communication devices Manufacture of LCD module |
2,275,500 (USD 74,000) 41,820 (USD 1,360) 362,850 (USD 11,800) 383,145 (USD 12,460) 2,044,875 (USD 66,500) 153,750 (USD 5,000) 92,250 (USD 3,000) 30,750 (USD 1,000) 3,075 (USD 100) 5,596,961 (USD 182,015) 2,610,404 (CNY 601,975) 30,750 (USD 1,000) 922,500 (USD 30,000) 433,640 (CNY 100,000) 405,900 (USD 13,200) 867,280 (CNY 200,000) 26,018 (CNY 6,000) |
(Note 1) (Note 10) (Note 1) (Note 1) (Note 1) (Note 1) (Note 1) (Note 1) (Note 11) (Note 1) (Note 1) (Note 1) (Note 9) (Note 12) (Note 1) (Note 2) (Note 14) |
2,183,250 (USD 71,000) - 362,850 (USD 11,800) 383,145 (USD 12,460) 1,476,000 (USD 48,000) 146,063 (USD 4,750) 92,250 (USD 3,000) 6,150 (USD 200) - 4,249,896 (USD 138,208) 1,677,320 (USD 54,547) 30,320 (USD 986) 194,894 (USD 6,338) 87,238 (USD 2,837) 298,275 (USD 9,700) 888,962 (CNY 205,000) - |
- - - - - - - - - 4,268,531 (USD 138,814) 1,737,867 (USD 56,516) 28,382 (USD 923) - 81,549 (USD 2,652) - 216,820 (CNY 50,000) - |
- - - - - - - - - - - - - - - - - |
2,183,250 (USD 71,000) - 362,850 (USD 11,800) 383,145 (USD 12,460) 1,476,000 (USD 48,000) (Note 8) 146,063 (USD 4,750) 92,250 (USD 3,000) 6,150 (USD 200) (Note 7) - 8,518,427 (USD 277,022) 3,415,187 (USD 111,063) 58,702 (USD 1,909) 194,894 (USD 6,338) 168,787 (USD 5,489) 298,275 (USD 9,700) (Note 6) 1,105,782 (CNY 255,000) (Note 14) |
595,756 (3,995) 64,084 179,827 (15,085) 2,830 367,117 13,784 11,402 380,398 411,353 (814) 141 (29,572) 4,528 (99,053) 26,815 |
100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 95.02% 95.02% 95.02% 95.02% 14.25% 100.00% 70.00% 38.50% |
595,756 (Note 3) (3,995) (Note 4) 64,084 (Note 3) 179,827 (Note 3) (15,085) (Note 4) 2,830 (Note 4) 367,117 (Note 3) 13,784 (Note 4) 11,402 (Note 4) 361,454 (Note 3) 390,868 (Note 3) (773) (Note 4) 134 (Note 4) (4,214) (Note 4) 4,528 (Note 4) (69,337) (Note 4) 10,324 (Note 4) |
11,597,434 20,374 1,825,130 4,420,920 (1,537,050) 451,512 2,059,609 108,840 67,629 3,606,493 1,614,670 20,835 796,445 165,798 (Note 16) 14,738 667,389 25,971 |
- - - 449,042 (USD 14,603) - - - - - - - - - - - - - |
- 379 -
| Investee Company Name | Main Businesses and Products | Total Amount of Paid-in Capital |
Method of Investment |
Accumulated Outflow of Investment from Taiwan as of January 1, 2023 |
Investment Flows | Investment Flows | Accumulated Outflow of Investment from Taiwan as of December 31, 2023 |
Net Income (Loss) of Investee |
% of Ownership of Direct or Indirect Investment |
Investment Income (Loss) |
Carrying Value as of December 31, 2023 |
Accumulated Inward Remittance of Earnings as of December 31, 2023 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outflow | Inflow | |||||||||||
| Shanghai Perfusion Medical Technology Co.,Ltd (“Perfusion”) Shanghai Zhenglang Medical Equipment Co.,Ltd Jiangsu Yudi Optical Co.,Ltd (“Yudi”) Guigang Donghui Medical Investment Co., Ltd. Wangcheng Medical Technology (Chengdu) Co., Ltd (“Wangcheng”) Shanghai Filter Technology Co.,Ltd (“Filter”) |
Sales of medical consumables and equipment R&D and manufacture of medical consumables and equipment Medical services Sales and manufacture of optical lens Sales of medical consumables and equipment Sales of medical consumables and equipment |
8,673 (CNY 2,000) 325,230 (CNY 75,000) 21,682 (CNY 5,000) 2,928,236 (CNY 675,269) 26,018 (CNY 6,000) 350,728 (CNY 80,880) |
(Note 14) (Note 14) (Note 14) (Note 13) (Note 14) (Note 15) |
- - - - - - |
- - - - - - |
- - - - - - |
(Note 14) (Note 14) (Note 14) (Note 13) (Note 14) (Note 15) |
1,979 (7,784) (2,067) (690,864) 10,080 155,307 |
49.00% 70.00% 35.70% 13.43% 35.70% 20.01% |
970 (Note 4) (5,449) (Note 4) (738) (Note 4) (92,783) (Note 4) 3,599 (Note 4) 31,077 (Note 4) |
6,956 222,123 7,012 346,238 (Note 16) 14,504 452,462 (Note 16) |
- - - - - |
-
(Note 1) Indirect investment in Mainland China is through a holding company established in a third country.
-
(Note 2) Direct investment in Mainland China.
-
(Note 3)Investment income or loss was recognized based on the audited financial statements issued by the auditors of the company or International CPA firm that has a cooperative relationship with ROC CPA firm.
-
(Note 4) Investment income or loss was recognized based on the unaudited financial statements of the company.
-
(Note 5)The above amounts were translated into New Taiwan dollars at the exchange rate of US$1 = NT$30.75 and CNY$1=NT$4.3364.
-
(Note 6) The amount of GRHK reinvestments US$3,500 thousand were excluded.
-
(Note 7) The amount of QCES reinvestments US$800 thousand were excluded.
-
(Note 8) The amount of QCES reinvestments US$18,500 thousand were excluded.
-
(Note 9) The investment was from the operating capital of BBM.
-
(Note 10) The reinvestments were from the distribution of dividends of QLLB.
-
(Note 11) The reinvestments were from the distribution of dividends of BQHK.
-
(Note 12) NSHD is established by NMH's asset division.
-
(Note 13) The investment was from the operating capital of NMH.
-
(Note 14) The investment was from the operating capital of BBC.
-
(Note 15) The investment was from the operating capital of QCES. (Note 16) Accounting for investments using equity method.
2. Limits on investments in Mainland China:
| Accumulated Investment in Mainland China as of December 31, 2023 |
Investment Amounts Authorized by Investment Commission, MOEA |
Upper Limit on Investment |
|---|---|---|
| 18,409,762 (USD 562,731 and CNY 255,000) |
17,610,740 (Note 17) (USD 572,707) |
(Note 18) |
(Note 17)The investments amount of $6,116,329 (US$198,905) have yet to be authorized by Investment Commission, MOEA.
- (Note 18) Since the Company has obtained the Certificate of Headquarter Operation, there is no upper limit on investment in Mainland China.
3. Significant transactions with investee companies in Mainland China:
The transactions between parent and investee companies in Mainland China have been eliminated when preparing the consolidated financial statements. Please refer to section “Information on Significant Transactions”for detail description.
- 380 -
B. BenQ Material Corporation
1. Information on investments in Mainland China:
| Investee Company Name |
Main Businesses and Products |
Total Amount of Paid-in Capital |
Method of Investment |
Accumulated Outflow of Investment from Taiwan as of January 1, 2023 |
Investment Flows | Investment Flows | Accumulated Outflow of Investment from Taiwan as of December 31, 2023 |
Net Income (Loss) of Investee |
% of Ownership of Direct or Indirect Investment |
Investment Income (Loss) |
Carrying Value as of December 31, 2023 |
Accumulated Inward Remittance of Earnings as of December 31, 2023 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outflow | Inflow | |||||||||||
| Suzhou Sigma Medical Supplies Co., Ltd. (“SMSZ”) BenQ Materials Medical Supplies (Suzhou) Co., Ltd. (“BMM”) BenQ Materials (Wuhu) Co., Ltd. (“BMW”) BenQ Material (Suzhou) Co., Ltd. (“BMS”) Daxon Biomedical (Suzhou) Co., Ltd. (“DTB”) |
Sales of medical consumables and equipment Manufacture and sales of medical consumables Manufacture and sales of optoelectronics film and cosmetics Manufacture of optoelectronics film Service and sales of medical consumables |
246,000 (USD8,000) 47,700 (CNY11,000) 346,912 (CNY80,000) 65,046 (CNY15,000) 22,202 (USD722) |
(Note 3) (Note 1) (Note 4) (Note 1) (Note 4) |
891,750 (USD29,000) - 173,456 (CNY 40,000) - 22,202 (USD722) |
- - - - - |
641,550 (USD 21,000) - - - - |
246,000 (USD 8,000) - 173,456 (CNY 40,000) (Note 5) 22,202 (USD 722) - |
62,933 11,963 (84,788) 1,175 (1) |
100.00% 100.00% 100.00% 100.00% 100.00% |
62,933 (Note 2) 11,963 (Note 2) (83,481) (Note 2) 1,175 (Note 2) (1) (Note 2) |
1,907,217 37,864 (265,293) 46,477 1,075 |
- - - - - |
2. Limits on investments in Mainland China:
| Investee Company Name | Accumulated Investment in Mainland China as of December 31, 2023 |
Investment Amounts Authorized by Investment Commission, MOEA |
Upper Limit on Investment |
|---|---|---|---|
| BMC | 419,456 (USD8,000 and CNY40,000) |
531,986 (USD8,000 and CNY65,950) |
(Note 7) |
| SGM | 22,202 (USD722) |
22,202 (USD722) |
80,000 |
(Note 1) Indirect investment in Mainland China is through a holding company established in a third country.
(Note 2) Investment income or loss was recognized based on the audited financial statements issued by the auditors of BMC. (Note 3) Direct investment in Mainland China.
(Note 4) The reinvestments were from the distribution of dividends of BMLB.
(Note 5) The amount of BMLB reinvestments CNY$10,950 thousand were excluded. (Note 6) The above amounts were translated into New Taiwan dollars at the exchange rate of US$1 = NT$30.75 and CNY$1=NT$4.3364.
(Note 7) Since BenQ Material Corporation has obtained the Certificate of Headquarter Operation, there is no upper limit on investment in Mainland China.
- Significant transactions with investee companies in Mainland China:
The transactions between BMC and its investee companies in Mainland China have been eliminated when preparing the consolidated financial statements. Please refer to section “Information on Significant Transactions”for detail description.
- 381 -
C. BenQ Medical Technology Corp.
- Information on investments in Mainland China
| Investee Company Name |
Main Businesses and Products |
Total Amount of Paid-in Capital |
Method of Investment |
Accumulated Outflow of Investment from Taiwan as of January 1, 2023 |
Investment Flows | Investment Flows | Accumulated Outflow of Investment from Taiwan as of December 31, 2023 |
Net Income (Loss) of Investee |
% of Ownership of Direct or Indirect Investment |
Investment Income (Loss) |
Carrying Value as of December 31, 2023 |
Accumulated Inward Remittance of Earnings as of December 31, 2023 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outflow | Inflow | |||||||||||
| Suzhou Trident Original Medical Technology Co., Ltd. K2 (Shanghai) International Medical Inc. BenQ Medical Technology (Shanghai) Ltd. (“BMTS”) TDX Medical Technology (Jiangsu) Co., Ltd. (“TDX”) LILY Medical (Suzhou) Co., Ltd. (“ALS”) |
Sales of medical consumables and equipment Sales of medical consumables Sales of medical consumables and equipment Agency of international and entrepot trade business Sales of medical consumables and equipment |
30,750 ( USD 1,000) 6,458 ( USD 210) 86,720 (CNY 20,000) 8,672 (CNY 2,000) 38,438 (USD 1,250) |
(Note 3) (Note 2) (Note 2) (Note 1) (Note 2) |
30,750 ( USD 1,000) 6,458 ( USD 210) 34,688 (CNY 8,000) - 59,440 (USD 1,933) |
- - - - - |
- - - - (Note 4) |
30,750 ( USD 1,000) 6,458 ( USD 210) 34,688 (CNY 8,000) - 59,440 (USD 1,933) |
3,913 13,178 (593) 36,887 14,108 |
100.00% 100.00% 100.00% 40.00% 22.00% |
3,913 (Note 6) (593) (Note 5) 5,548 (Note 5) 3,104 (Note 5) 14,775 (Note 6) |
20,920 1,162 - - 50,384 |
- - - - - |
- (Note 1) Indirect investment in Mainland China is through a holding company established in a third country. (Note 2) Direct investment in Mainland China.
(Note 3) Invested in Mainland China is through TDX Medical Technology (Jiangsu) Co., Ltd.
(Note 4) In December 2023, BMTC disposed 40% ownership of TDX. As of December 31, 2023, the amount has yet to be collected and were recognized in other receivables. (Note 5) Investment income or loss was recognized based on the unaudited financial statements of the company.
- (Note 6) Investment income or loss was recognized based on the audited financial statements issued by the auditors of BMTC.
(Note 7) The above amounts were translated into New Taiwan dollars at the exchange rate of US$1 = NT$30.75 and CNY$1=NT$4.3364. (Note 8) There was no shares as the investee company is a limited liability company.
2. Limits on investments in Mainland China:
| Investee Company Name | Accumulated Investment in Mainland China as of December 31, 2023 |
Investment Amounts Authorized by Investment Commission, MOEA |
Upper Limit on Investment |
|---|---|---|---|
| BMC | 65,438 (USD 1,000 and CNY 8,000) |
86,930 (USD 2,827) |
659,896 |
| SGM | 6,458 (USD 210) |
6,458 (USD 210) |
121,201 |
| K2 | 59,440 (USD 1,933) |
59,440 (USD 1,933) |
380,693 |
- Significant transactions with investee companies in Mainland China:
The transactions between BMTC and its investee companies in Mainland China have been eliminated when preparing the consolidated financial statements. Please refer to section “Information on Significant Transactions” for detail description.
- 382 -
D. Partner Tech Corp.
1. Information on investments in Mainland China
| Investee Company Name |
Main Businesses and Products |
Total Amount of Paid-in Capital |
Method of Investment |
Accumulated Outflow of Investment from Taiwan as of January 1, 2023 |
Investment Flows | Investment Flows | Accumulated Outflow of Investment from Taiwan as of December 31, 2023 |
Net Income (Loss) of Investee |
% of Ownership of Direct or Indirect Investment |
Investment Income (Loss) |
Carrying Value as of December 31, 2023 |
Accumulated Inward Remittance of Earnings as of December 31, 2023 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outflow | Inflow | |||||||||||
| Partner Tech (Shanghai) Co., Ltd. (“PTCM”) |
Sales, purchase, import and export of electronic products |
107,625 ( USD 3,500) |
(Note 1) | 107,625 ( USD 3,500) |
- | - | 107,625 ( USD 3,500) |
(12,850) | 100.00% | (12,850) (Note 2) |
57,664 | - |
(Note 1) Indirect investment in Mainland China is through a holding company established in a third country.
(Note 2) Investment income or loss was recognized based on the audited financial statements issued by the auditors of PTT.
(Note 3) The above amounts were translated into New Taiwan dollars at the exchange rate of US$1 = NT$30.75.
2. Limits on investments in Mainland China:
| Investee Company Name |
Accumulated Investment in Mainland China as of December 31, 2023 |
Investment Amounts Authorized by Investment Commission, MOEA |
Upper Limit on Investment |
|---|---|---|---|
| PTT | 107,625 (USD 3,500) |
(USD 6,906) 212,360 |
695,962 |
- Significant transactions with investee companies in Mainland China:
The transactions between PTT and its investee companies in Mainland China have been eliminated when preparing the consolidated financial statements. Please refer to section “Information on Significant Transactions” for detail description.
- 383 -
E. DFI Inc.
1. Information on investments in Mainland China
| Investee Company Name |
Main Businesses and Products |
Total Amount of Paid-in Capital |
Method of Investment |
Accumulated Outflow of Investment from Taiwan as of January 1, 2023 |
Investment Flows | Investment Flows | Accumulated Outflow of Investment from Taiwan as of December 31, 2023 |
Net Income (Loss) of Investee |
% of Ownership of Direct or Indirect Investment |
Investment Income (Loss) |
Carrying Value as of December 31, 2023 |
Accumulated Inward Remittance of Earnings as of December 31, 2023 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outflow | Inflow | |||||||||||
| Yan Ying Hao Trading (ShenZhen) Co., Ltd. (“DYTH”) Yan Tong Infotech (Dongguan) Co., Ltd. (“DYTI”) |
Wholesale, import and export of industrial motherboards and component Manufacture and sales of industrial motherboards and component |
- 13,840 |
(Note 1) (Note 1) |
- - |
- - |
- - |
- - |
6,898 (30,156) |
- 100.00% |
6,898 (Note 2) (30,156) (Note 2) |
(Note 7) 18,880 |
97,179 - |
2. Limits on investments in Mainland China:
| 2. Limits on investments in Mainland China: | |||
|---|---|---|---|
| Investee Company Name | Accumulated Investment in Mainland China as of December 31, 2023 |
Investment Amounts Authorized by Investment Commission, MOEA |
Upper Limit on Investment |
| DFI | - (Note 3) |
64,114 (USD 2,085) (Note 5 and 6) |
2,989,729 (Note 4) |
(Note 1) Indirect investment in Mainland China is through a holding company established in a third country.
(Note 2) Investment income or loss was recognized based on the audited financial statements issued by the auditors of DFI.
(Note 3) The reinvestments and authorized amount of DFI's subsidiaries is excluded from DFI's accumulated investment amounts and the investment amounts authorized by Investment Commission, MOEA. (Note 4) Pursuant to “Principle of Investment or Technical Cooperation in Mainland China”, investment amounts in Mainland China shall not exceed the 60% net worth of the company. (Note 5) The investment amount of Dongguan Ri Tong Trading Co., Ltd. that has been liquidated was approved by Investment Commission, MOEA in August 2014 and had been deducted in the investment amount. (Note 6) The earnings that has been remitted to DFI by DYTI was approved by the Investment Commission of the MOEA in February 2017 and had been deducted in the investment amount. (Note 7) The liquidation of Yan Tong Infotech (Dongguan) Co., Ltd. had been completed in August 2023 and the deregistration had been completed in November 2023. (Note 8) The above amounts were translated into New Taiwan dollars at the exchange rate of US$1 = NT$30.75.
3. Significant transactions with investee companies in Mainland China:
The transactions between DFI and its investee companies in Mainland China have been eliminated when preparing the consolidated financial statements. Please refer to section “Information on Significant Transactions” for detail description.
- 384 -
F. Aewin Technologies Co., Ltd.
1. Information on investments in Mainland China
| Investee Company Name |
Main Businesses and Products |
Total Amount of Paid-in Capital |
Method of Investment |
Accumulated Outflow of Investment from Taiwan as of January 1, 2023 |
Investment Flows | Investment Flows | Accumulated Outflow of Investment from Taiwan as of December 31, 2023 |
Net Income (Loss) of Investee |
% of Ownership of Direct or Indirect Investment |
Investment Income (Loss) |
Carrying Value as of December 31, 2023 |
Accumulated Inward Remittance of Earnings as of December 31, 2023 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outflow | Inflow | |||||||||||
| Aewin (Shenzhen) Technologies Co., Ltd. Aewin Beijing Technologies Co., Ltd. |
Wholesale of computer peripheral products and software Wholesale of computer peripheral products and software |
46,129 15,265 |
(Note 1) (Note 2) |
46,129 - |
- - |
- - |
46,129 - |
1,415 (39,601) |
100.00% 100.00% |
(39,601) (Note 3) 1,415 (Note 3) |
146,269 (741) |
- - |
- Limits on investments in Mainland China:
| 2. Limits on investments in Mainland China: | |||
|---|---|---|---|
| Investee Company Name | Accumulated Investment in Mainland China as of December 31, 2023 |
Investment Amounts Authorized by Investment Commission, MOEA |
Upper Limit on Investment |
| AEWIN | 46,129 (USD 1,500) |
61,500 (USD 2,000) |
753,616 (Note 4) |
(Note 1) Indirect investment in Mainland China is through a holding company established in a third country.
-
(Note 2) Invested in Mainland China through Aewin Beijing Technologies Co., Ltd.
-
(Note 3) Investment income or loss was recognized based on the audited financial statements by the auditors of AEWIN
-
(Note 4) Pursuant to “Principle of Investment or Technical Cooperation in Mainland China”, investment amounts in Mainland China shall not exceed the 60% net worth of the company.
(Note 5) The above amounts were translated into New Taiwan dollars at the exchange rate of US$1 = NT$30.75.
3. Significant transactions with investee companies in Mainland China:
The transactions between AEWIN and its investee companies in Mainland China have been eliminated when preparing the consolidated financial statements. Please refer to section “Information on Significant Transactions” for detail description.
- 385 -
G. Ace Pillar Co., Ltd.
- Information on investments in Mainland China
| Investee Company Name |
Main Businesses and Products |
Total Amount of Paid-in Capital |
Method of Investment |
Accumulated Outflow of Investment from Taiwan as of January 1, 2023 |
Investment Flows | Investment Flows | Accumulated Outflow of Investment from Taiwan as of December 31, 2023 |
Net Income (Loss) of Investee |
% of Ownership of Direct or Indirect Investment |
Investment Income (Loss) |
Carrying Value as of December 31, 2023 |
Accumulated Inward Remittance of Earnings as of December 31, 2023 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outflow | Inflow | |||||||||||
| Standard International Trading (Shanghai) Co., Ltd. Tianjin Ace Pillar Co., Ltd. Grace Transmission (Tianjin) Co., Ltd. Advancedtek Ace (TJ) Inc. Suzhou Super Pillar Automation Equipment Co., Ltd. |
Sales of semiconductor optoelectronics equipment and consumables and equipment repair services Sales of automation mechanical transmission system and component Manufacture of automation mechanical transmission system and component Electronic system integration Manufacture of automation mechanical transmission system and component |
1,085,383 7,242 9,225 44,588 14,760 |
(Note 1) (Note 1) (Note 1) (Note 1) (Note 1) |
59,963 4,920 4,613 (Note 2) 14,760 |
- - - - - |
- - - - - |
59,963 4,920 4,613 (Note 2) 14,760 |
2 456 1,461 14,473 (43,543) |
100.00% 100.00% 100.00% 100.00% 100.00% |
(43,543) (Note 3) 2 (Note 3) 456 (Note 3) 1,461 (Note 3) 14,773 (Note 3) |
493,717 4,099 2,568 107,603 107,939 |
125,533 134,972 - - - |
2. Limits on investments in Mainland China:
| 2. Limits on investments in Mainland China: | |||
|---|---|---|---|
| Investee Company Name | Accumulated Investment in Mainland China as of December 31, 2023 |
Investment Amounts Authorized by Investment Commission, MOEA |
Upper Limit on Investment |
| ACE | 157,409 (USD 5,119) |
157,409 (USD 5,119) |
1,238,555 (Note 5) |
| STC | 14,760 (USD 480) |
14,760 (USD 480) |
113,103 (Note 5) |
(Note 1) Indirect investment in Mainland China is through a holding company established in a third country.
- (Note 2) Established by Cyber South's reinvestment.
(Note 3) Investment income or loss was recognized based on the audited financial statements by the auditors of ACE. (Note 4) The above amounts were translated into New Taiwan dollars at the exchange rate of US$1 = NT$30.75 and CNY$1=NT$4.3364.
- (Note 5) Pursuant to “Principle of Investment or Technical Cooperation in Mainland China”, investment amounts in Mainland China shall not exceed the 60% net worth of the company.
3. Significant transactions with investee companies in Mainland China:
The transactions between ACE and its investee companies in Mainland China have been eliminated when preparing the consolidated financial statements. Please refer to section “Information on Significant Transactions” for detail description.
- 386 -
H. Data Image Corporation
1. Information on investments in Mainland China
| Investee Company Name |
Main Businesses and Products |
Total Amount of Paid-in Capital |
Method of Investment |
Accumulated Outflow of Investment from Taiwan as of January 1, 2023 |
Investment Flows | Investment Flows | Accumulated Outflow of Investment from Taiwan as of December 31, 2023 |
Net Income (Loss) of Investee |
% of Ownership of Direct or Indirect Investment |
Investment Income (Loss) (Note 2) |
Carrying Value as of December 31, 2023 |
Accumulated Inward Remittance of Earnings as of December 31, 2023 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outflow | Inflow | |||||||||||
| Data Image (Suzhou) Corporation |
Manufacture and sales of LCD |
534,081 | (Note 1) | 511,884 | - | - | 511,884 | 63,199 | 100.00% | 63,199 | 470,745 | - |
2. Limits on investments in Mainland China:
| Accumulated Investment in Mainland China as of December 31, 2023 |
Investment Amounts Authorized by Investment Commission, MOEA |
Upper Limit on Investment |
|---|---|---|
| USD 15,654 |
USD 16,952 | (Note 3) 890,107 |
(Note 1) Indirect investment in Mainland China is through a holding company established in a third country. (Note 2) Investment income or loss was recognized based on the audited financial statements issued by the auditors of DIC. (Note 3) Investment amounts in Mainland China shall not exceed the 60% net worth of DIC according to MOEA letter No. 09704604680.
3. Significant transactions with investee companies in Mainland China:
The transactions between DIC and its investee companies in Mainland China have been eliminated when preparing the consolidated financial statements. Please refer to section “Information on Significant Transactions” for detail description.
- 387 -
I.DIVA Laboratories. Ltd.
- Information on investments in Mainland China
| Investee Company Name |
Main Businesses and Products | Total Amount of Paid-in Capital |
Method of Investment |
Accumulated Outflow of Investment from Taiwan as of January 1, 2023 |
Investment Flows | Investment Flows | Accumulated Outflow of Investment from Taiwan as of December 31, 2023 |
Net Income (Loss) of Investee |
% of Ownership of Direct or Indirect Investment |
Investment Income (Loss) (Note 2) |
Carrying Value as of December 31, 2023 |
Accumulated Inward Remittance of Earnings as of December 31, 2023 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outflow | Inflow | |||||||||||
| Suzhou Diva Lab. Inc. |
Wholesale and import and export of medical equipment |
52,643 | (Note 1) | 52,643 | - | - | 52,643 | 1,253 | 100.00% | 1,253 | 9,602 | - |
2. Limits on investments in Mainland China:
| 2. Limits on investments in Mainland China: | ||
|---|---|---|
| Accumulated Investment in Mainland China as of December 31, 2023 |
Investment Amounts Authorized by Investment Commission, MOEA |
Upper Limit on Investment |
| USD 1,725 | USD 2,000 | 619,681 (Note 3) |
(Note 1) Indirect investment in Mainland China is through a holding company established in a third country. (Note 2) The above amounts have been eliminated when preparing the consolidated financial statements. (Note 3) Investment amounts in Mainland China shall not exceed the limit of net worth of DIVA according to MOEA letter No. 09704604680.
3. Significant transactions with investee companies in Mainland China:
The transactions between DIVA and its investee companies in Mainland China have been eliminated when preparing the consolidated financial statements. Please refer to section “Information on Significant Transactions” for detail description.
- 388 -
J. Simula Technology Inc.
- Information on investments in Mainland China
| Investee Company Name |
Main Businesses and Products |
Total Amount of Paid-in Capital |
Method of Investment |
Accumulated Outflow of Investment from Taiwan as of January 1, 2023 |
Investment Flows | Investment Flows | Accumulated Outflow of Investment from Taiwan as of December 31, 2023 |
Net Income (Loss) of Investee |
% of Ownership of Direct or Indirect Investment |
Investment Income (Loss) |
Carrying Value as of December 31, 2023 |
Accumulated Inward Remittance of Earnings as of December 31, 2023 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outflow | Inflow | |||||||||||
| Simula Technology (ShenZhen) Co., Ltd. Opti Cloud Technologies, Inc. |
R&D of High-speed optical transmission cable and module product technology Manufacture of electronic connector, socket and plastic hardware |
191,437 137,336 |
(Note 1) (Note 1) |
141,375 95,099 |
- - |
- - |
141,375 95,099 (Note 4) |
(2,830) (46,191) |
(Note 4) 100.00% |
(46,191) (Note 2) (1,448) (Note 2) |
132,843 (Note 3) |
- - |
| 307,187 1,251,806 2. Limits on investments in Mainland China: Investee Company Name Accumulated Investment in Mainland China as of December 31, 2023 Investment Amounts Authorized by Investment Commission, MOEA Upper Limit on Investment Simula 257,755 |
||||||||||||
| Investee Company Name | Accumulated Investment in Mainland China as of December 31, 2023 |
Investment Amounts Authorized by Investment Commission, MOEA |
Upper Limit on Investment | |||||||||
| Simula | 257,755 | 307,187 | 1,251,806 |
(Note 1) Indirect investment in Mainland China is through a holding company established in a third country. (Note 2) Investment income or loss was recognized based on the audited financial statements by the auditors of Simula. (Note 3) The liquidation procedure of Opti Cloud Technologies, Inc. had been completed on November 9, 2023 .
3. Significant transactions with investee companies in Mainland China:
The transactions between Simula and its investee companies in Mainland China have been eliminated when preparing the consolidated financial statements. Please refer to section “Information on Significant Transactions” for detail description.
- 389 -
K.Alpha Networks Inc.
- Information on investments in Mainland China
| Investee Company Name | Main Businesses and Products |
Total Amount of Paid-in Capital |
Method of Investment |
Accumulated Outflow of Investment from Taiwan as of January 1, 2023 |
Investment Flows | Investment Flows | Accumulated Outflow of Investment from Taiwan as of December 31, 2023 |
Net Income (Loss) of Investee |
% of Ownership of Direct or Indirect Investment |
Investment Income (Loss) (Note 2) |
Carrying Value as of December 31, 2023 |
Accumulated Inward Remittance of Earnings as of December 31, 2023 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outflow | Inflow | |||||||||||
| Alpha Networks (Dongguan) Co., Ltd. Alpha Networks (Chengdu) Co.,Ltd. Mirac Networks (Dongguan) Co.,Ltd. Alpha Networks (Changshu Trading)Co.,Ltd. Alpha Networks (Changshu) Co., Ltd. |
Production and sale of network products Research and development of network products Production and sale of network products Production and sale of networkproducts Production and sale of network products |
420,426 97,023 107,131 (Note 9) 1,925,920 17,378 |
(Note 1 and 8) (Note 1) (Note 1 ) (Note 1) (Note 1) |
420,426 741,084 307,326 1,925,920 - |
- - - - - |
626,887 - - - - |
420,426 114,197 (Note 6) 307,326 1,925,920 - |
22,942 (13,388) (183,206) 29,528 21,245 |
100.00% 100.00% 100.00% 100.00% 100.00% |
21,245 (183,206) 29,528 22,942 (13,388) |
463,192 (21,416) 122,511 1,177,637 4,211 |
147,231 692,935 - - - |
2. Limits on investments in Mainland China:
| 2. Limits on investments in Mainland China: | |||
|---|---|---|---|
| Investee Company Name | Accumulated Investment in Mainland China as of December 31, 2023 |
Investment Amounts Authorized by Investment Commission, MOEA |
Upper Limit on Investment |
| Alpha | 2,634,897 (Note 3、4 and 7) |
3,496,798 | (Note 5) |
(Note 1) Indirect investment in Mainland China is through a holding company established in a third country.
(Note 2) Investment income or loss was recognized based on the audited financial statements by the auditors of Alpha.
(Note 3) Accumulated investments in Alpha Dongguan did not include the previously invested by D-Link Corporation HKD69,387 thousand (equivalent to approximately $303,055 thousand).
(Note 4) Alpha indirectly investment the subsidiary Tongying Trading (Shenzhen) Co., Ltd., has liquidated all rights and obligations in March 2008 and cancelled the registration.Accumulated outflow of $9,828 thousand in Tongying Trading (Shenzhen) Co., Ltd., less the remittance amount of $4,367 thousand equals $5,461 thousand. It is still necessary to include in the accumulated investment amount by the principle of Investment Commission, MOEA.
(Note 5) As Alpha has obtained the certificate No. 11120417620 of being qualified for operating headquarters issued by Ministry of Economic Affairs on June, 8 2022, the upper limit on investment in mainland China pursuant to “Principle of investment or Technical Cooperation in Mainland China”issued by Investment Commission, MOEA on August, 29, 2008 is not applicable.
(Note 6) The investment of $46,412 thousand is from the operating capital of D-Link Asia, so the accumulated investment amount from Taiwan is excluded at the end of the period.
(Note 7) Alpha indirectly investment the subsidiary Mingzhen (Changshu) has liquidated all rights and obligations on July 23, 2018 and cancelled the registration. Accumulated outflow of $164,622 thousand is still necessary to include in the accumulated investment amount by the principle of Investment Commission, MOEA.
(Note 8) Alpha CD was previously reinvested through D-Link Asia. D-Link Asia entered into an agreement with Alpha to transfer the entire ownership of Alpha CD to Alpha on June 15, 2023. (Note 9) On December 19, 2022, the related registration of capital reduction has been completed while the capital has not been remitted as of December 31, 2023.
3. Significant transactions with investee companies in Mainland China:
The transactions between Alpha and its investee companies in Mainland China have been eliminated when preparing the consolidated financial statements. Please refer to section “Information on Significant Transactions” for detail description.
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L.Hitron Technologies Inc.
1. Information on investments in Mainland China
| Investee Company Name |
Main Businesses and Products | Total Amount of Paid-in Capital |
Method of Investment |
Accumulated Outflow of Investment from Taiwan as of January 1, 2023 |
Investment Flows | Investment Flows | Accumulated Outflow of Investment from Taiwan as of December 31, 2023 |
Net Income (Loss) of Investee |
% of Ownership of Direct or Indirect Investment |
Investment Income (Loss) |
Carrying Value as of December 31, 2023 |
Accumulated Inward Remittance of Earnings as of December 31, 2023 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outflow | Inflow | |||||||||||
| IHC HJT HSZ |
Technical consultation on electronic communication, technology research and development, maintenance and after-sale service Production and sale of broadband telecommunications products Sale of broadband network products and related services |
171,245 31,139 5,814 |
(Note 1) (Note 1) (Note 1 and 3) |
641,763 31,139 12,048 |
- - - |
- 470,518 - |
171,245 31,139 12,048 |
2,562 49,387 (11) |
100.00% 100.00% 36.39% |
49,387 (Note 2) (11) (Note 2) 1,020 |
190,836 3,670 4,945 |
- - 24,264 |
2. Limits on investments in Mainland China:
| 2. Limits on investments in Mainland China: | |||
|---|---|---|---|
| Investee Company Name | Accumulated Investment in Mainland China as of December 31, 2023 |
Investment Amounts Authorized by Investment Commission, MOEA |
Upper Limit on Investment |
| Hitron | 214,432 | 214,432 | 2,951,701 |
(Note 1) Indirect investment in Mainland China is through a holding company established in a third country.
(Note 2) Investment income or loss was recognized based on the audited financial statements by the auditors of Hitron. (Note 3) IHC is a China based investment company which was originally invested by Hitron (Samoa) , however, IHC has been 100% owned by IDT due to the Group's restructuring decision resolved in year 2012.
3. Significant transactions with investee companies in Mainland China:
The transactions between Hitron and its investee companies in Mainland China have been eliminated when preparing the consolidated financial statements. Please refer to section “Information on Significant Transactions” for detail description.
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