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RECTRON — Interim / Quarterly Report 2024
Dec 23, 2024
51998_rns_2024-12-23_2da68f39-3e83-4f7f-b701-c6549b121172.pdf
Interim / Quarterly Report
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Stock Code:2302
Rectron Ltd. AND SUBSIDIARIES
Consolidated Financial Statements
With Independent Auditors’ Review Report For the Three Months Ended March 31, 2024 and 2023
Address: No. 71, Zhongshan Rd., Tucheng Dist., New Taipei City, Taiwan Telephone: 886-2-28801122
The independent auditors’ review 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’ review report and consolidated financial statements, the Chinese version shall prevail.
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Table of contents
Contents 1.Cover Page 2.Table of Contents 3.Independent Auditors’ Review Report 4.Consolidated Balance Sheets 5.Consolidated Statement of Comprehensive Income 6.Consolidated Statement of Changes in Equity 7.Consolidated Statement of Cash Flows 8.Notes to the Consolidated Financial Statements (1) Company history (2) Approval date and procedures of the consolidated financial statements (3) New standards, amendments and interpretations adopted (4) Summary of significant accounting policies (5) Significant accounting assumptions and judgments, and major sources of estimation uncertainty (6) Explanation of significant accounts (7) Related-party transactions (8) Assets pledged as security (9) Commitments and contingencies (10) Losses due to major disasters (11) Subsequent events (12) Other (13) Other disclosures Information on significant transactions Information on investees Information on investment in Mainland China Major shareholders (14) Segment information |
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1 2 3 4 5 6 7 8 8 8~9 9~11 11 11~31 31~33 33 33 33 33 34 34~36 36 36 37 37~38 |
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Independent Auditors’ Review Report
To the Board of Directors of RECTRON LTD. Company :
Introduction
We have reviewed the accompanying consolidated balance sheets of the RECTRON LTD. Company and its subsidiaries as of March 31, 2024 and 2023, and the related consolidated statements of comprehensive income, changes in equity and cash flows for the three months ended March 31, 2024 and 2023, and notes to the consolidated financial statements, including a summary of significant accounting policies. 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 International Accounting Standard 34, “Interim Financial Reporting” endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China. Our responsibility is to express a conclusion on the consolidated financial statements based on our reviews.
Scope of Review
Except as explained in the Basis for Qualified Conclusion paragraph, we conducted our reviews in accordance with the Standard on Review Engagements 2410, "Review of Financial Information Performed by the Independent Auditor of the Entity" of the Republic of China. A review of the consolidated financial statements consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with the Standards on Auditing of the Republic of China and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Basis for Qualified Conclusion
As stated in Note 4(b), the consolidated financial statements included the financial statements of certain non-significant subsidiaries, which were not reviewed by independent auditors. These financial statements reflect total assets amounting to $238,053 thousand and $242,773 thousand, constituting 10% and 11% of consolidated total assets as of March 31, 2024 and 2023, respectively, total liabilities amounting to $8,961 thousand and $21,135 thousand, constituting 1% and 5% of consolidated total liabilities as of March 31, 2024 and 2023, respectively, and total comprehensive income (loss) amounting to $2,229 thousand and $6,634 thousand, constituting 8% and 85% of consolidated total comprehensive income (loss) for the three months ended March 31, 2024 and 2023, respectively.
Qualified Conclusion
Except for the adjustments, if any, as might have been determined to be necessary had the financial statements of certain consolidated subsidiaries and equity accounted investee companies described in the Basis for Qualified Conclusion paragraph above been reviewed by independent auditors, based on our reviews, nothing has come to our attention that causes us to believe that the accompanying consolidated financial statements do not present fairly, in all material respects, the consolidated financial position of the RECTRON LTD. Company and its subsidiaries as of March 31, 2024 and 2023, and of its consolidated financial performance and its consolidated cash flows for the three months ended March 31, 2024 and 2023 in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Accounting Standard 34, “Interim Financial Reporting” endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China
3-1
Other Matters
We did not review the financial statements of certain consolidated subsidiaries, with total assets of $21,639 thousand and $26,020 thousand, representing 1% and 1% of the related consolidated total assets as of March 31, 2024 and 2023, and net sales of $707 thousand and $977 thousand, representing 0% and 1% of the related consolidated total net sales for the three months ended March 31, 2024 and 2023, respectively. Those financial statements were reviewed by other auditors whose reports have been furnished to us, and our review, insofar as it relates to the amounts included for certain consolidated subsidiaries, are based solely on the reports of the other auditors.
The engagement partners on the reviews resulting in this independent auditors’ review report are Shih-Chin Chih and Hsin-Ting Huang.
KPMG
Taipei, Taiwan (Republic of China) May 14, 2024
Notes to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and its 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 review such consolidated financial statements are those generally accepted and applied in the Republic of China.
The independent auditors’ review 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’ review report and consolidated financial statements, the Chinese version shall prevail.
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(English Translation of Consolidated Financial Statements Originally Issued in Chinese.) Reviewed only, not audited in accordance with Standards on Auditing as of March 31, 2024 and 2023 Rectron LTD. and Subsidiaries
Consolidated Balance Sheets
March 31, 2024, December 31 and March 31, 2023 (Expressed in Thousands of New Taiwan Dollar)
| Assets Current assets: 1100 Cash and cash equivalents (note 6(a)) 1110 Current financial assets at fair value through profit or loss (note 6(b)) 1150 Trade notes receivable net (note 6(c) and (n)) 1170 Trade receivables net (note 6(c), (n) and 7) 1200 Other receivables (note 7) 1220 Total current tax assets 130X Inventories (note 6(d)) 1410 Prepayments(note 7) 1479 Other current assets Non-current assets: 1517 Non-current financial assets at fair value through other comprehensive income (note 6(b)) 1600 Property, plant and equipment (note 6(e), 8 and 9) 1755 Right-of-use assets (note 6(f), and 9) 1760 Investment property (note 6(g) , 7, 8 and 9) 1840 Deferred tax assets 1990 Other non-current assets (note 6(c) and 7) Total assets |
March 31, 2024 Amount % $ 579,185 24 15,452 1 467 - 111,314 5 18,338 1 - - 132,144 5 9,207 - 2,983 - 869,090 36 59,273 3 455,806 19 15,574 1 962,707 41 - - 3,225 - 1,496,585 64 2,365,675 100 |
December 31, 2023 | December 31, 2023 | March 31, 2023 Amount % 303,505 14 23,457 1 3,642 - 120,409 6 1,922 - 1,683 - 121,835 6 20,356 1 2,448 - 599,257 28 55,184 3 487,868 23 14,919 1 972,811 45 1,321 - 7,101 - 1,539,204 72 2,138,461 100 Liabilities and Equity Current liabilities: 2100 Short-term borrowings (note 6(h)) 2130 Current contract liabilities (note 6(n)) 2170 Trade payables 2200 Other payables (note 7 ) 2230 Current tax liabilities 2280 Current lease liabilities (note 7 ) 2300 Other current liabilities Non-current liabilities 2580 Non-current lease liabilities (note 7 ) 2640 Net defined benefit liability, non-current 2570 Deferred tax liabilities 2600 Other non-current liabilities (note 7 ) Total liabilities Equity (notes 6(l)): 3110 Ordinary shares 3200 Capital surplus 3310 Legal reserve 3320 Special reserve 3351 Retained earnings 3400 Other equity Total equity Total liabilities and equity |
March 31, 2024 Amount % $ 10,000 - 32 - 79,181 3 77,361 3 11,108 - 2,157 - 359,147 16 538,986 22 5,101 - 1,831 - 62,684 3 4,756 - 74,372 3 613,358 25 1,663,029 70 9 - 51,988 2 60,074 3 54,347 2 (77,130) (2) 1,752,317 75 $ 2,365,675 100 |
March 31, 2024 Amount % $ 10,000 - 32 - 79,181 3 77,361 3 11,108 - 2,157 - 359,147 16 538,986 22 5,101 - 1,831 - 62,684 3 4,756 - 74,372 3 613,358 25 1,663,029 70 9 - 51,988 2 60,074 3 54,347 2 (77,130) (2) 1,752,317 75 $ 2,365,675 100 |
December 31, 2023 Amount % 15,000 1 68 - 75,697 3 32,533 1 6,915 - 4,419 - 351,322 15 485,954 20 3,102 - 2,209 - 62,684 3 4,756 - 72,751 3 558,705 23 1,663,029 71 9 - 51,988 2 60,074 3 87,640 4 (87,143) (3) 1,775,597 77 2,334,302 100 |
March 31, 2023 | |||
|---|---|---|---|---|---|---|---|---|---|---|---|
$ |
Amount $ 579,185 15,452 467 111,314 18,338 - 132,144 9,207 2,983 869,090 59,273 455,806 15,574 962,707 - 3,225 1,496,585 2,365,675 |
Amount % 561,703 24 34,517 1 417 - 90,374 4 1,622 - 307 - 135,578 6 6,883 - 3,261 - 834,662 35 57,636 2 458,587 20 15,759 1 963,889 42 - - 3,769 -1,499,640 65 2,334,302 100 |
Amount $ 10,000 32 79,181 77,361 11,108 2,157 359,147 538,986 5,101 1,831 62,684 4,756 74,372 613,358 1,663,029 9 51,988 60,074 54,347 (77,130) 1,752,317 $ 2,365,675 |
Amount % 30,000 1 3,971 - 109,541 5 161,671 8 28,284 1 2,357 - 1,375 - 337,199 15 3,869 - 3,130 - 62,679 3 7,763 - 77,441 3 414,640 18 1,663,029 78 9 - 34,364 2 34,924 2 54,343 3 (62,848) (3) 1,723,821 82 2,138,461 100 |
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$ |
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See accompanying notes to financial statements.
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(English Translation of Consolidated Financial Statements Originally Issued in Chinese.)
Reviewed only, not audited in accordance with Standards on Auditing Rectron LTD. and Subsidiaries
Consolidated Statement of Comprehensive Income
For the three months ended March 31, 2024 and 2023 (Expressed in Thousands of New Taiwan Dollar, except for Earnings per Common Share)
For the three months ended March 31
| 4000 Operating revenue(notes 6(n) and 7) $ 5000 Operating costs (notes 6(d) and 6(j)) Gross profit from operations Operating expenses (notes 6(c) 、6(j)、6(o) and 12):6100 Selling expenses 6200 Administrative expenses 6300 Research and development expenses Total operating expenses Net operating income Non-operating income and expenses(notes 6(p) and 7): 7010 Other income 7020 Other gains and losses 7050 Finance costs 7950 Total non-operating income and expenses Profit before tax Total tax expense (note 6(k)) Profit 8300 Other comprehensive income (loss): 8310 Components of other comprehensive income that will not be reclassified to profit or loss: 8316 Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income 8349 Income tax related to components of other comprehensive income that will not be reclassified to profit or loss Components of other comprehensive income that will not be reclassified to profit or loss 8360 Components of other comprehensive income (loss) that will be reclassified to profit or loss: Components of other comprehensive income that will be reclassified to profit or loss: 8361 Exchange differences on translation 8367 Unrealized gains (losses) from investments in debt instruments measured at fair value through other comprehensive income 8399 Income tax related to components of other comprehensive income that will be reclassified to profit or loss (note 6(p)) Total components of other comprehensive income that will be reclassified to profit or loss 8300 Other comprehensive income, net 8500 Comprehensive income $ Profit, attributable to: 8610 Profit, attributable to owners of parent $ Comprehensive income attributable to: 8710 Comprehensive income, attributable to owners of parent $ Earnings per common share (expressed in dollars) (note 6(m)) 9750 Basic earnings per share $ 9810 Diluted earnings per share $ |
2024 % 147,257 100 92,137 63 55,120 37 9,756 7 33,550 23 1,531 1 44,837 31 10,283 6 2,819 2 9,808 7 (84) - 12,543 9 22,826 15 4,565 3 18,261 12 1,046 1 - - 1,046 1 10,105 7 (1,138) (1) - - 8,967 6 10,013 7 28,274 19 18,261 12 28,274 19 0.11 0.11 |
2023 % 167,675 100 113,476 68 54,199 32 10,514 6 35,508 21 2,017 1 48,039 28 6,160 4 601 - 6,473 4 (164) - 6,910 4 13,070 8 2,473 1 10,597 7 15 - - - 15 - (4,176) (2) 1,387 1 - - (2,789) (1) (2,774) (1) 7,823 6 10,597 7 7,823 6 0.06 0.06 |
% 100 68 32 6 21 1 28 4 - 4 - 4 8 1 7 - - |
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See accompanying notes to financial statements.
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(English Translation of Consolidated Financial Statements Originally Issued in Chinese.)
Reviewed only, not audited in accordance with Standards on Auditing Rectron LTD. and Subsidiaries
Consolidated Statement of Changes in Equity
For the three months ended March 31, 2024 and 2023 (Expressed in Thousands of New Taiwan Dollar)
| Balance at January 1, 2023 Net income Other comprehensive income Total comprehensive income Appropriation and distribution of retained earnings: Cash dividends of ordinary share Balance at March 31, 2023 Balance at January 1, 2024 Net income Other comprehensive income Total comprehensive income Appropriation and distribution of retained earnings: Cash dividends of ordinary share Balance at March 31, 2024 |
Attributable to owners ofparent | Attributable to owners ofparent | Attributable to owners ofparent | Attributable to owners ofparent | Attributable to owners ofparent | Attributable to owners ofparent | Attributable to owners ofparent | Attributable to owners ofparent | Attributable to owners ofparent | Total | Total equity | Total equity | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Ordinary share |
Capital surplus | Retained earnings | Total | Other equity | |||||||||||||||||
| Legal reserve | Special reserve | Exchange differences on translation of foreign financial statements Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income (55,153) (4,921) - - (4,176) 1,402 (4,176) 1,402 - - (59,329) (3,519) (83,104) (4,039) - - 10,105 (92) 10,105 (92) - - (72,999) (4,131) |
|||||||||||||||||||
| $1,663,029 - - - - $ 1,663,029 $ 1,663,029 - - - - $ 1,663,029 |
9 - - - - 9 9 - - - - 9 |
34,364 - - - - 34,364 51,988 - - - - 51,988 |
34,924 - - - - 34,924 60,074 - - - - 60,074 |
176,788 10,597 - 10,597 (133,042) 54,343 87,640 18,261 - 18,261 (51,554) 54,347 |
(55,153) - (4,176) (4,176) - (59,329) (83,104) - 10,105 10,105 - (72,999) |
(60,074) - (2,774) (2,774) - (62,848) (87,143) - 10,013 10,013 - (77,130) |
1,849,040 10,597 (2,774) 7,823 (133,042) 1,723,821 1,775,597 18,261 10,013 28,274 (51,554) 1,752,317 |
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$ |
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See accompanying notes to financial statements.
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(English Translation of Consolidated Financial Statements Originally Issued in Chinese.)
Reviewed only, not audited in accordance with Standards on Auditing
Rectron LTD. and Subsidiaries
Consolidated Statement of Cash Flows
For the three months ended March 31, 2024 and 2023 (Expressed in Thousands of New Taiwan Dollars)
| Cash flows from (used in) operating activities: Profit before tax Adjustments: Adjustments to reconcile profit (loss): Depreciation expenses Amortization expenses Expected credit losses (gains) Interest expenses Interest income Dividend income Net losses (gains) on financial assets at fair value through profit or loss Foreign exchange loss (gain) on financial assets Property, plant and equipment transferred to expenses Total adjustments to reconcile profit Changes in operating assets and liabilities: Changes in operating assets: Notes receivable Trade receivables Other receivables Inventories Prepayments Other current assets Total changes in operating assets Changes in operating liabilities: Current contract liabilities Trade payables Other payables Other current liabilities Net defined benefit liability Total changes in operating liabilities Total changes in operating assets and liabilities Total adjustments Cash inflow generated from operations Interest received Dividends received Interest paid Income taxes paid Income taxes received Net cash flows from operating activities Cash flows from (used in) investing activities: Acquisition of financial assets at fair value through profit or loss Proceeds from disposal of financial assets at fair value through profit or loss Acquisition of property, plant and equipment Increase in other non-current assets Net cash flows used in investing activities Cash flows from (used in) financing activities: Increase in short-term borrowings Decrease in short-term borrowings Increase in guarantee deposits received Repayment of lease principal Net cash flows used in financing activities Effect of exchange rate changes on cash and cash equivalents Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of period Cash and cash equivalents at the end of period |
For | For | the three months ended March 31, | the three months ended March 31, | the three months ended March 31, | the three months ended March 31, |
|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||
| $ | 22,826 12,211 760 (737) 84 (2,755) (64) (5,234) (1,296) 1,315 4,284 (50) (20,203) (130) 3,434 (2,324) 278 (18,995) (36) 3,484 (6,705) 7,825 (378) 4,190 (14,805) (10,521) 12,305 2,779 64 (105) (65) - 14,978 (9,089) 16,826 (4,672) (216) 2,849 10,000 (15,000) - (551) (5,551) 5,206 17,482 561,703 579,185 |
13,070 13,153 982 (491) 164 (568) (33) (7,378) 830 - |
||||
| 6,659 | ||||||
$ |
(1,559) 36,459 1,072 19,869 2,084 1,254 |
|||||
| 59,179 | ||||||
| 2,030 (19,997) (7,437) 109 (379) |
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| (25,674) | ||||||
| 33,505 | ||||||
| 40,164 | ||||||
53,234 384 33 (161) - 14 |
||||||
| 53,504 | ||||||
| (7,348) 16,926 (645) (844) |
||||||
| 8,089 | ||||||
| 1,000 (1,000) 387 (840) |
||||||
| (453) | ||||||
| (3,597) 57,543 245,962 |
||||||
| 303,505 |
See accompanying notes to financial statements.
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(English Translation of Consolidated Financial Statements Originally Issued in Chinese.)
REVIEWED ONLY, NOT AUDITED IN ACCORDANCE WITH THE Standards on Auditing AS OF MARCH 31, 2024 AND 2023
Rectron Ltd. and Subsidiaries
Notes to Consolidated Financial Statements
March 31, 2024 and 2023
(Expressed in Thousands of New Taiwan Dollar, except for Earnings per Share Information and Unless Otherwise Specified)
1. Company history
Rectron Ltd. (the “Company”) was established and approved by the Ministry of Economic Affairs on January 23, 1976. The registered address is No. 71, Zhongshan Road, Tucheng District, New Taipei City. The Company was originally named "Rectron Precision Electronics Industry Co., Ltd." and changed its name to "Rectron Ltd." on June 29, 2000, as resolved by the shareholders' meeting and approved by the Ministry of Economic Affairs.
The Company and its subsidiaries (together referred to as the “Group”) main business operations include the manufacture and sale of various rectifiers, other semiconductor components, rental and sale of real estate, trading of wines, and manufacture and sale of medical equipment.
2. Approval date and procedures of the consolidated financial statements
The consolidated financial statements for the three months ended March 31, 2024 and 2023 were authorized for issuance by the board of directors on May 14, 2024.
3. New standards and interpretations not yet adopted
- (a) The impact of the International Financial Reporting Standards (“IFRSs”) endorsed by the Financial Supervisory Commission, R.O.C. which have already been adopted.
The Group has initially adopted the (following) new amendments, which do not have a significant impact on its consolidated financial statements, from January 1, 2024 :
-
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”
(b) The impact of IFRS issued by IASB but not yet endorsed by the FSC
The following new and amended standards, which may be relevant to the Group, have been issued by
the International Accounting Standards Board (IASB), but have yet to be endorsed by the FSC:
(Continued)
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| 9 | |
|---|---|
| Standards or Interpretations IFRS 18 “Presentation and Disclosure in Financial Statements” |
Content of amendment Effective date per IASB |
| The new standard introduces three categories of income and expenses, two income statement subtotals and one single note on management performance measures. The three amendments, combined with enhanced guidance on how to disaggregate information, set the stage for better and more consistent information for users, and will affect all the entities. A more structured income statement: under current standards, companies use different formats to present their results, making it difficult for investors to compare financial performance across companies. The new standard promotes a more structured income statement, introducing a newly defined ‘operating profit’ subtotal and a requirement for all income and expenses to be allocated between three new distinct categories based on a company’s main business activities. Management performance measures (MPMs): the new standard introduces a definition for management performance measures, and requires companies to explain in a single note to the financial statements why the measure provides useful information, how it is calculated and reconcile it to an amount determined under IFRS Accounting Standards. Greater disaggregation of information: the new standard includes enhanced guidance on how companies group information in the financial statements. This includes guidance on whether information is included in the primary financial statements or is further disaggregated in the notes. January 1, 2027 |
The Group is evaluating the impact on its consolidated financial position and consolidated financial performance upon the initial adoption of the abovementioned standards or interpretations. The results thereof will be disclosed when the Group completes its evaluation.
The Group does not expect the following other 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 IAS21“Lack of Exchangeability”
4. Summary of significant accounting policies
(1) Statement of compliance
These consolidated financial statements have been prepared in accordance with the preparation and guidelines of IAS 34 “Interim Financial Reporting” which are endorsed and issued into effect by FSC, and do not include all of the information required by the Regulations and International
(Continued)
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Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations and SIC Interpretations endorsed and issued into effect by the FSC (hereinafter referred to IFRS endorsed by the FSC) for a complete set of the annual consolidated financial statements.
Except the following accounting policies mentioned below, the significant accounting policies adopted in the consolidated financial statements are the same as those in the consolidated financial statement for the year ended December 31, 2023. For the related information, please refer to note 4 of the consolidated financial statements for the year ended December 31, 2023.
-
(2) Basis of consolidation
-
(a) List of subsidiaries in the consolidated financial statements:
| Name of Name of investor subsidiary Principal activity The Company Rectron (China) Limited (Rectron China) Sales of rectifiers, etc. Electronic components The Company RECTRON ELECTRONIC ENTERPRISE S,INC (REEI) Sales of rectifiers, etc. Electronic components The Company CHU-TING ENTERPRISE CO., LTD. (Chu-Ting) Wholesale of tobacco and alcohol products and manufacturing and sales of medical equipment. Rectron (China) Limited Zhejiang Rectron Electronic Co.,LTD. (Zhejiang Rectron) Manufacturing and sales of rectifiers and other electronic components. |
Shareholding March 31, 2024 December 31, 2023 March 31, 2023 Description 100% 100% 100% Subsidiaries with direct ownership of voting rights exceeding 50% of the total shares issued. 100% 100% 100% Subsidiaries with direct ownership of voting rights exceeding 50% of the total shares issued.(Note) 100% 100% 100% Subsidiaries with direct ownership of voting rights exceeding 50% of the total shares issued. (Note) 100% 100% 100% Subsidiaries with indirect ownership of voting rights exceeding 50% of the total shares issued. |
|---|---|
Note : It is an insignificant subsidiary that the financial statements have not been reviewed.
-
(b) List of subsidiaries which are not included in the consolidated financial statements: None.
-
(3) Classification of current and non-current assets and liabilities
An asset is classified as current under one of the following criteria, and all other assets are classified as non current.
-
It is expected to be realized, or intended to be sold or consumed, in the normal operating cycle;
-
It is held primarily for the purpose of trading;
-
It is expected to be realized within twelve months after the reporting period; or
-
The asset is cash or cash equivalents (as defined in IAS 7), except when there are other restrictions that would prevent the asset from being exchanged or used to settle a liability for at least twelve months after the reporting period.
A liability is classified as current under one of the following criteria, and all other liabilities are classified as non current.
An entity shall classify a liability as current when:
-
It is expected to be settled in the normal operating cycle;
-
It is held primarily for the purpose of trading;
-
It is due to be settled within twelve months after the reporting period; or
-
As of the end of the reporting period, there is no right to defer the settlement of the liability for at least twelve months after the reporting period.
(Continued)
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(4) Employee benefits
The pension cost in the interim period was calculated and disclosed on a year-to-date basis by using the actuarially determined pension cost rate at the end of the prior fiscal year.
(5) Income taxes
The income tax expenses have been prepared and disclosed in accordance with paragraph B12 of International Financial Reporting Standards 34, Interim Reporting.
Income tax expenses for the period are best estimated by multiplying pre-tax income for the interim reporting period using the effective annual tax rate as forecasted by the management. This should be recognized fully as tax expense for the current period (and allocated to current and deferred taxes based on its proportionate size).
For a change in tax rate that is substantively enacted in an interim period, the effect of the change should immediately be recognized in the interim period in which the change occurs.
Temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their respective tax bases shall be measured based on the tax rates that have been enacted or substantively enacted at the time of the asset or liability is recovered or settled, and be recognized directly in equity or other comprehensive income as tax expense.
5. Significant accounting assumptions and judgments, and major sources of estimation uncertainty
The preparation of the consolidated financial statements in conformity with the Regulations and IFRSs (in accordance with IAS 34 “Interim Financial Reporting” and endorsed by the FSC) 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.
Except for the following, the preparation of the consolidated interim financial statements, estimates and underlying assumptions are reviewed on an ongoing basis which are in conformity with the consolidated financial statements for the year ended December 31, 2023. For related information, please refer to note 5 of the consolidated financial statements for the year ended December 31, 2023.
6. Explanation of significant accounts
Except for the following disclosures, there were no material differences in the disclosures of significant accounts between the interim consolidated financial statements for the current period and the 2023 consolidated financial statements. Please refer to note 6 to the 2023 annual consolidated financial statements.
- (a) Cash and cash equivalents
| Cash on hand and petty cash Cash in banks Time deposits Cash and cash equivalents in the consolidated statement of cash flows |
March 31, 2024 |
December 31, 2023 |
March 31, 2023 |
|---|---|---|---|
| $ 271 553,314 25,600 |
295 533,774 27,634 |
239 272,816 30,450 |
|
| $ 579,185 | 561,703 |
303,505 |
(Continued)
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Please refer to Note 6(q) for the fair value sensitivity analysis and interest rate risk of the financial assets and liabilities.
(b) Financial assets
- Current financial assets at fair value through profit or loss
| March 31, 2024 December 31, 2023 March 31, 2023 Financial assets designation as measured at fair value through profit or loss Shares of stock of overseas listed companies - RTX $ - 15,504 - Shares of stock of overseas listed companies - OXY - 14,670 7,852 Shares of stock of overseas listed companies - LMT 14,617 - - Shares of stock of overseas listed companies - Tesla - - 8,612 Shares of stock of listed companies -TSMC - 3,558 6,396 Assets mandatorily measured at fair value through profit or loss: Beneficiary certificates 835 785 597 Total $ 15,452 34,517 23,457 2. Non-current financial assets at fair value through other comprehensive income March 31, 2024 December 31, 2023 March 31, 2023 Debt investments at fair value through other comprehensive income Corporate bonds – Apple $ 25,846 25,735 25,945 Corporate bonds – AT&T 9,426 9,144 8,983 Corporate bonds – Pfizer 4,157 4,121 4,241 Corporate bonds – SocGen 3,252 3,090 - Equity investments at fair value through other comprehensive income Shares of stock of unlisted companies 16,592 15,546 16,015 Total $ 59,273 57,636 55,184 |
March 31, 2024 December 31, 2023 March 31, 2023 Financial assets designation as measured at fair value through profit or loss Shares of stock of overseas listed companies - RTX $ - 15,504 - Shares of stock of overseas listed companies - OXY - 14,670 7,852 Shares of stock of overseas listed companies - LMT 14,617 - - Shares of stock of overseas listed companies - Tesla - - 8,612 Shares of stock of listed companies -TSMC - 3,558 6,396 Assets mandatorily measured at fair value through profit or loss: Beneficiary certificates 835 785 597 Total $ 15,452 34,517 23,457 2. Non-current financial assets at fair value through other comprehensive income March 31, 2024 December 31, 2023 March 31, 2023 Debt investments at fair value through other comprehensive income Corporate bonds – Apple $ 25,846 25,735 25,945 Corporate bonds – AT&T 9,426 9,144 8,983 Corporate bonds – Pfizer 4,157 4,121 4,241 Corporate bonds – SocGen 3,252 3,090 - Equity investments at fair value through other comprehensive income Shares of stock of unlisted companies 16,592 15,546 16,015 Total $ 59,273 57,636 55,184 |
March 31, 2024 December 31, 2023 March 31, 2023 Financial assets designation as measured at fair value through profit or loss Shares of stock of overseas listed companies - RTX $ - 15,504 - Shares of stock of overseas listed companies - OXY - 14,670 7,852 Shares of stock of overseas listed companies - LMT 14,617 - - Shares of stock of overseas listed companies - Tesla - - 8,612 Shares of stock of listed companies -TSMC - 3,558 6,396 Assets mandatorily measured at fair value through profit or loss: Beneficiary certificates 835 785 597 Total $ 15,452 34,517 23,457 2. Non-current financial assets at fair value through other comprehensive income March 31, 2024 December 31, 2023 March 31, 2023 Debt investments at fair value through other comprehensive income Corporate bonds – Apple $ 25,846 25,735 25,945 Corporate bonds – AT&T 9,426 9,144 8,983 Corporate bonds – Pfizer 4,157 4,121 4,241 Corporate bonds – SocGen 3,252 3,090 - Equity investments at fair value through other comprehensive income Shares of stock of unlisted companies 16,592 15,546 16,015 Total $ 59,273 57,636 55,184 |
March 31, 2024 December 31, 2023 March 31, 2023 Financial assets designation as measured at fair value through profit or loss Shares of stock of overseas listed companies - RTX $ - 15,504 - Shares of stock of overseas listed companies - OXY - 14,670 7,852 Shares of stock of overseas listed companies - LMT 14,617 - - Shares of stock of overseas listed companies - Tesla - - 8,612 Shares of stock of listed companies -TSMC - 3,558 6,396 Assets mandatorily measured at fair value through profit or loss: Beneficiary certificates 835 785 597 Total $ 15,452 34,517 23,457 2. Non-current financial assets at fair value through other comprehensive income March 31, 2024 December 31, 2023 March 31, 2023 Debt investments at fair value through other comprehensive income Corporate bonds – Apple $ 25,846 25,735 25,945 Corporate bonds – AT&T 9,426 9,144 8,983 Corporate bonds – Pfizer 4,157 4,121 4,241 Corporate bonds – SocGen 3,252 3,090 - Equity investments at fair value through other comprehensive income Shares of stock of unlisted companies 16,592 15,546 16,015 Total $ 59,273 57,636 55,184 |
|---|---|---|---|
55,184 |
(Continued)
13
- (1) Debt investments at fair value through other comprehensive income
The Company consolidated investments in bonds measured at fair value through other comprehensive income in the financial statements as of March 31, 2024 December 31, 2023 and March 31, 2023. The effective interest rates range respectively from 2.00% to 4.90%, 2.00% to 4.90%, and 2.00% to 4.01%, and the maturity dates range from 2036 to 2045. The Company holds bond investments through the business model of collecting contractual cash flows and selling financial assets, and therefore reports them as financial assets measured at fair value through other comprehensive income.
- (2) Equity investments at fair value through other comprehensive income
The Group designated the investments shown above as equity securities at fair value through other comprehensive income because these equity securities represent those investments that the Group intends to hold for the long term for strategic purposes.
-
(3) For credit risk (including the impairment of debt investments) and market risk; please refer to note 6(q).
-
(4) As of March 31, 2024, December 31, 2023 and March 31, 2023, the Group’s financial assets were not pledged as collateral.
(c) Trade receivables and notes receivable
| March 31, 2024 Notes receivable from operating activities $ 467 Trade receivables 135,914 Trade receivables–Non-current 48,227 Less: Loss allowance (72,827) $ 111,781 |
December 31, 2023 417 114,752 48,227 (72,605) 90,791 |
March 31, 2023 3,642 148,392 48,227 (76,210) 124,051 |
March 31, 2023 3,642 148,392 48,227 (76,210) 124,051 |
|---|---|---|---|
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. To measure the expected credit losses, trade receivables have been grouped based on shared credit risk characteristics and the days past due, as well as incorporated forward looking information, including macroeconomic and relevant industry information. The loss allowance provision were determined as follows:
(Continued)
14
| Current Within 180 days past due. More than 180 days past due Current Within 180 days past due. More than 180 days past due Current Within 180 days past due. More than 180 days past due |
March 31, 2024 | ||
|---|---|---|---|
| Gross carrying amount $ 94,880 17,022 72,706 $ 184,608 |
Weighted- average loss rate 0.05%~1.88% 0.05%~9.13% 0%~100% December 31, 2023 |
Loss allowance provision |
|
| 32 103 72,692 |
|||
| 72,827 | |||
| Gross carrying amount $ 66,501 24,424 72,471 $ 163,396 |
Weighted- average loss rate 0.05%~1.84% 0.05%~8.89% 100% March 31, 2023 |
Loss allowance provision |
|
| 19 129 72,457 |
|||
| 72,605 | |||
| Gross carrying amount $ 104,483 19,886 75,892 $ 200,261 |
Weighted- average loss rate 0.05%~1.61% 3.99%~7.42% 0%~100% |
Loss allowance provision |
|
| 35 297 75,878 |
|||
| 76,210 |
The movements in the allowance for trade receivables and notes receivable were as follows:
| Balance at January 1 Impairment losses recognized Impairment losses reversed Amounts written off Foreign exchange gains/(losses) Balance at March 31 |
For the three months ended March 31, |
For the three months ended March 31, |
For the three months ended March 31, |
For the three months ended March 31, |
|---|---|---|---|---|
| 2024 72,605 11 (748) - 959 72,827 |
2023 78,794 50 (541) (1,637) (456) 76,210 |
|||
| $ | ||||
| $ |
(Continued)
15
As of March 31, 2024, December 31, 2023 and March 31, 2023, the Group’s the aforementioned trade receivables and notes receivable were not pledged as collateral.
- (d) Inventories
| entories | |||
|---|---|---|---|
| March 31, 2024 Raw materials and consumables 25,638 Work in progress 19,313 Finished goods 72,785 Merchandise 27,474 Goods and materials in transit 4,116 Subtotal 149,326 Less: Allowance for inventory market decline and obsolescence (17,182) 132,144 |
March 31, 2024 |
December 31, 2023 |
March 31, 2023 |
| 25,638 19,313 72,785 27,474 4,116 149,326 |
24,914 19,707 76,590 28,176 2,614 152,001 |
31,519 26,408 54,483 27,435 336 140,181 |
|
(16,423) |
(18,346) | ||
| 132,144 | **135,578 ** |
121,835 |
As of March 31, 2024, January 1to 2023 and March 31, 2023, the details of the cost of sales were as follows:
| Inventory that has been sold Write-down of inventories (Reversal of write-downs) The impact of actual production capacity being lower than normal capacity. |
For the three months ended March 31, | For the three months ended March 31, | For the three months ended March 31, | ||
|---|---|---|---|---|---|
| 2024 85,873 759 3,722 |
2023 | ||||
| $ $ | 107,965 2,003 523 110,491 |
||||
90,354 |
As of March 31, 2024, December 31, 2023 and March 31, 2023, the Group’s the aforementioned trade receivables and notes receivable were not pledged as collateral.
(Continued)
16
(e) Property, plant and equipment
The cost and accumulated depreciation of the property, plant and equipment of the Group for the three months ended March 31, 2024 and 2023 were as follows:
| Cost: Balance at January 1, 2024 Additions Reclassification Effect of movement in exchange rates Balance at March 31, 2024 Balance at January 1, 2023 Additions Effect of movement in exchange rates Balance at March 31, 2023 Accumulated depreciation: Balance at January 1, 2024 Depreciation Effect of movement in exchange rates Balance as of March 31, 2024 Balance as of January 1, 2023 Depreciation Effect of movement in exchange rates Balance at March 31, 2023 Carrying value: Balance at January 1, 2024 Balance at March 31, 2024 Balance at January 1, 2023 Balance at March 31, 2023 |
Land 181,394 - - 181,394 181,394 - - 181,394 - - - - - - - - 181,394 181,394 181,394 181,394 |
Buildings and structures 248,881 - 3,478 252,359 253,393 - (869) 252,524 135,743 2,529 2,089 140,361 128,104 2,604 (482) 130,226 113,138 111,998 125,289 122,298 |
Machinery and equipment 677,096 1,318 9,178 687,592 686,790 - (2,389) 684,401 531,955 5,858 7,778 545,591 518,023 6,182 (1,924) 522,281 145,141 142,001 168,767 162,120 |
Office equipment 56,394 887 1,806 424 59,511 56,420 124 (102) 56,442 50,817 669 372 51,858 47,985 934 (90) 48,829 5,577 7,653 8,435 7,613 |
C | onstruction in progress 13,337 2,467 (3,121) 77 12,760 13,952 521 (30) 14,443 - - - - - - - - 13,337 12,760 13,952 14,443 |
Total | |
|---|---|---|---|---|---|---|---|---|
| $ $ $ $ $ $ $ $ $ $ $ $ |
1,177,102 4,672 (1,315) 13,157 1,193,616 1,191,949 645 (3,390) 1,189,204 718,515 9,056 10,239 737,810 694,112 9,720 (2,496) 701,336 458,587 455,806 497,837 487,868 |
|||||||
As of March 31, 2024, December 31, 2023 and March 31, 2023, the Property, plant and equipment of the Group had been pledged as collateral for long-term borrowings; please refer to note 8.
For the details regarding the subsidiary Zhejiang Rectron housing and construction relocation agreement with Jiashan Economic Development Zone Asset Management Co., Ltd., please refer to Note 9(b).
(f) Right-of-use assets
The Group leases many assets including land and buildings, vehicles, and other equipment. Information about leases for which the Group is a lessee is presented below:
| Cost: Balance at January 1, 2024 Effect of movement in exchange rates Balance at March 31, 2024 |
Land $ 9,906 224 $ 10,130 |
Buildings 12,826 533 13,359 |
Machinery and equipment - - - |
Other equipment 343 - 343 |
Total |
|---|---|---|---|---|---|
23,075 757 |
|||||
23,832 |
(Continued)
17
| Balance at January 1, 2023 Additions Effect of movement in exchange rates Balance at March 31, 2023 Accumulated depreciation and impairment losses: Balance at January 1, 2024 Depreciation for the year Effect of movement in exchange rates Balance at March 31, 2024 Balance at January 1, 2023 Depreciation for the year Effect of movement in exchange rates Balance at March 31, 2023 Carrying amount: Balance at January 1, 2024 Balance at March 31, 2024 Balance at January 1, 2023 Balance at March 31, 2023 |
Land $ 10,196 (56) $ 10,140 $ 1,520 77 35 $ 1,632 $ 1,252 78 (7) $ 1,323 $ 8,386 $ 8,498 $ 8,944 $ 8,817 |
Buildings 12,827 (131) 12,696 5,724 561 251 6,536 6,408 701 (69) 7,040 7,102 6,823 6,419 5,656 |
Machinery and equipment 1,442 - 1,442 - - - 1,202 120 - 1,322 - - 240 120 |
Machinery and equipment 1,442 - 1,442 - - - 1,202 120 - 1,322 - - 240 120 |
Other equipment - 343 - 343 72 18 - 90 17 - 17 271 253 - 326 |
Other equipment - 343 - 343 72 18 - 90 17 - 17 271 253 - 326 |
Other equipment - 343 - 343 72 18 - 90 17 - 17 271 253 - 326 |
Other equipment - 343 - 343 72 18 - 90 17 - 17 271 253 - 326 |
Total | |||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 24,465 343 (187) |
||||||||||||
| 24,621 | ||||||||||||
| 7,316 656 286 |
||||||||||||
| 8,258 | ||||||||||||
| 8,862 916 (76) |
||||||||||||
| 9,702 | ||||||||||||
| 15,759 15,574 15,603 14,919 |
||||||||||||
For the details regarding the subsidiary Zhejiang Rectron right-of-use assets land relocation agreement with Jiashan Economic Development Zone Asset Management Co., Ltd., please refer to Note 9(b).
(g) Investment property
| Cost: Balance at January 1, 2024 Effect of movement in exchange rates Balance at March 31, 2024 Balance at January 1, 2023 Effect of movement in exchange rates Balance at March 31, 2023 |
Land and improvements $ 663,510 - $ 663,510 $ 663,510 - $ 663,510 |
Buildings 373,879 1,891 375,770 376,331 (472) 375,859 |
Total |
|---|---|---|---|
1,037,389 1,891 |
|||
1,039,280 |
|||
1,039,841 (472) |
|||
1,039,369 |
(Continued)
18
| Accumulated depreciation and impairment losses: Balance at January 1, 2024 Depreciation for the year Effect of movement in exchange rates Balance at March 31, 2024 Balance at January 1, 2023 Depreciation for the year Effect of movement in exchange rates Balance at March 31, 2023 Carrying amount: Balance at January 1, 2024 Balance at March 31, 2024 Balance at January 1, 2023 Balance at March 31, 2023 |
Land and improvements $ - - - $ - $ - - - $ - $ 663,510 $ 663,510 $ 663,510 $ 663,510 |
Buildings 73,500 2,499 574 76,573 64,163 2,517 (122) 66,558 300,379 299,197 312,168 309,301 |
Total |
|---|---|---|---|
73,500 2,499 574 |
|||
76,573 |
|||
64,163 2,517 (122) |
|||
66,558 |
|||
| 963,889 | |||
962,707 |
|||
975,678 |
|||
972,811 |
-
Investment properties are self-owned assets held by the Consolidated Companies. The lease term for investment properties ranges from 1 to 6 years, and it is non-cancellable. Due to the need for organic renewal and industrial transformation and upgrading in the Jiashan Economic and Technological Development Industrial Park, where the subsidiary Zhejiang Rectron is located, Zhejiang Rectron agreed to vacate the premises with Jiashan Economic Development Zone Asset Management Co., Ltd. on September 22, 2023. Therefore, the lease contract was terminated at the end of August 2023. Please refer to Note 9(b) for details.
-
Due to the restriction in the law at that time, private entities were not allowed to acquire agricultural land. Therefore, the Consolidated Companies appointed Mr. Lin Wen-Teng, one of the directors, to register the real estate investment under his personal name. To ensure the preservation of the Consolidated Companies' assets, the property has been pledged back to the Consolidated Companies.
-
The fair value of investment property was not significantly different from those disclosed in Note 6(g) of the annual consolidated financial statements for the year ended December 31, 2023.
-
As of March 31, 2024, December 31, 2023 and March 31, 2023, the Property, plant and equipment of the Group had been pledged as collateral for long-term borrowings; please refer to note 8.
(h) Short-term borrowings
| Secured bank loans Unused short-term credit lines Range of interest rates |
March 31, 2024 |
December 31, 2023 | March 31, 2023 |
|---|---|---|---|
| $ 10,000 | 15,000 | 30,000 | |
| $ 390,000 | 385,000 | 290,000 | |
| 1.90%~2.01% | 1.89%~2.20% | 1.79%~1.89% |
For the collateral for short-term borrowings, please refer to note 8.
(Continued)
19
(i)Operating Lease
There were no significant changes in operating lease for the three months ended March 31, 2024 and 2023. Please refer to Note 6(i) of the consolidated financial statements for the year ended December 31, 2023 for other related information.
(j)Provisions
1. Defined benefit plans
Management believes that there was no material volatility of the market, no material reimbursement and settlement or no other material onetime events since prior fiscal year. As a result, the pension cost in the accompanying interim period was measured and disclosed according to the actuarial report as of December 31, 2023 and 2022.
The expenses recognized in profit or loss for the Group are as follows:
| Operating cost Selling expenses Administration expenses Total |
For the Three Months Ended March31 | For the Three Months Ended March31 |
|---|---|---|
| 2024 $ 2 5 $ 7 |
2023 4 1 7 12 |
- Defined contribution plans
The Group’s employee benefits retirement expenses respectively.
| Operating cost Selling expenses Administration expenses Research and development expenses Total |
For the Three Months Ended March31 | For the Three Months Ended March31 |
|---|---|---|
| 2024 $ 134 45 195 11 $ 385 |
2023 126 53 184 10 373 |
- The detailed breakdown of retirement benefit expenses recognized by foreign subsidiaries in accordance with relevant local regulations is as follows:
| Administration expenses | For the Three Months Ended March31 |
|---|---|
| 2024 2023 $ 1,026 724 |
(k) Income tax
- The components of income tax for the three months ended March 31, 2024 and 2023 were as follows:
| as follows: | ||||
|---|---|---|---|---|
| Current tax expenses | For the three months ended March 31, |
|||
| 2024 $ 4,565 |
2023 | |||
| 2,473 |
- (1) Company’s income tax return for the year 2022ad been examined by the tax authorities.
(Continued)
20
(2) The domestic subsidiaries of the Company have filed and settled their corporate income tax returns with the tax authorities up to the fiscal year 2022 as approved.
(l)Capital and other equity
Except for the following disclosure, there was no significant change in capital and other equity for the periods from January 1 to March 31, 2024 and 2023. For the related information, please refer to note 6(l) to the consolidated financial statements for the year ended December 31, 2023.
1. Retained earnings
If the Company has surplus in the annual final accounts, it shall pay taxes and donations in accordance with the law, offset cumulative losses, and then appropriate 10% as statutory surplus reserve. However, when the statutory surplus reserve has reached the Company's paidin capital, no further appropriation is required. The remaining surplus shall be appropriated or reversed as required by laws and regulations, or transferred to the special surplus reserve. If there is still surplus, together with undistributed surplus at the beginning of the period, it will be classified as distributable surplus. The Board of Directors shall propose a surplus distribution plan for approval by the shareholders' meeting, and distribute dividends to the shareholders.
Taking into account financial, operational, and business factors, the Company may distribute dividends to shareholders, which shall not be less than 10% of the distributable surplus for the current fiscal year. However, if the accumulated distributable surplus is less than 3% of the paid-in capital, no distribution shall be made. Dividends may be distributed in the form of cash dividends or stock dividends. Cash dividends shall be given priority in the distribution of earnings, but stock dividends may also be distributed. The proportion of cash dividends shall not be less than 10% of the total dividend amount.
For the distribution of dividends to shareholders in the form of cash, the Board of Directors is authorized to carry out such distribution with the approval of two-thirds or more of the attending directors and a majority of the attending directors, and to report it to the shareholders' meeting.
(i) Legal reserve
When a company incurs profit, the shareholders shall decide on the distribution of the statutory earnings reserve either by issuing new shares or by paying cash of up to 25% of the actual share capital.
(ii) Special reserve
The Company chose to apply the exemption under IFRS 1 at its initial adoption of IFRSs. Any unrealized revaluation surplus, accumulated translation adjustment, and increasing amount incurred from adopting the fair value as cost for the assets classified as investment property at the transition date. According to the Financial Supervisory Commission's Order No. 1010012865 issued on April 6, 2012, an equal amount shall be appropriated to the special surplus reserve. When using, disposing of, or reclassifying related assets, a proportionate reversal of the originally appropriated special surplus reserve may be distributed as earnings.
According to the regulations of the Financial Supervisory Commission, when the Company distributes distributable earnings, the difference between the net amount of reductions in other shareholders' equity items recorded in the current year and the balance of the special surplus reserve mentioned above shall be considered. When distributing earnings for the fiscal year 2023, the Company will allocate the current year's income and the undistributed earnings from previous periods to the special surplus reserve. When
(Continued)
21
distributing earnings for the fiscal year 2024, the Company will allocate the current year's after-tax net profit, along with items other than the current year's after-tax net profit, to the undistributed earnings and the special surplus reserve from previous periods. The Company is not allowed to distribute the amounts related to reductions in other shareholders' equity from previous periods, except for the allocation to the special surplus reserve. In the event of reversals in the amounts of reductions in other shareholders' equity in the future, earnings may be distributed based on the reversed portion. As of March 31, 2024, December 31, 2023, and March 31, 2023, the balance of the special surplus reserve is $60,074 thousand, $60,074 thousand, and $34,924 thousand, respectively.
(iii) Earnings distribution
On March 15, 2024, the Board of Directors resolved the cash dividend amount for the 2023 earnings distribution proposal. Other earnings distribution items will be discussed at the Annual General Meeting of Shareholders on June 26, 2024. Additionally, on March 24, 2023, the Board of Directors resolved the cash dividend amount for the 2022 earnings distribution proposal, with other earnings distribution items being approved at the Annual General Meeting of Shareholders on June 16, 2023. The dividends distributed to shareholders are as follows:
| Cash dividends distributed to ordinary shareholders |
2023 Amount per share Total amount $ 0.31 51,554 |
2022 | 2022 |
|---|---|---|---|
| Amount per share 0.80 |
Total amount |
||
| 133,042 |
(iv) OCI accumulated in reserves
| Balance at January 1, 2024 Exchange differences on foreign operations Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income Balance at March 31, 2024 Balance at January 1, 2023 Exchange differences on foreign operations Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income Balance at March 31, 2023 |
Exchange differences on translation of foreign financial statements $ (83,104) 10,105 - $ (72,999) $ (55,153) (4,176) $ (59,329) |
Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income Total (4,039) (87,143) 10,105 (92) (92) |
|---|---|---|
| (4,131) (77,130) |
||
| (4,921) (60,074) (4,176) 1,402 1,402 |
||
| (3,519) (62,848) |
(Continued)
22
(m) Earnings per share
For the three months ended March 31, 2024 and 2023, the Company’s earnings per share were calculated as follows:
-
Basic earnings per share
-
(i) Profit attributable to ordinary shareholders of the Company
| Profit/(loss) of the Company for the year | For the three months ended March 31 |
For the three months ended March 31 |
|---|---|---|
| 2024 $ 18,261 |
2023 | |
| 10,597 |
(ii) Weighted-average number of ordinary shares
| Weighted-average number of ordinary shares(thousand shares) Earnings per share |
For the three months ended March 31 |
For the three months ended March 31 |
|---|---|---|
| 2024 166,303 $ 0.11 |
2023 | |
| 166,303 | ||
| 0.06 |
2. Diluted earnings per share
The diluted earnings per share of the Group for the fiscal year 2024 and the period from January 1, 2023, to March 31, 2023, are calculated based on the net income attributable to the equity holders of the Company and the adjusted weighted average number of ordinary shares outstanding, considering the dilutive effects of all potential ordinary shares. The calculations are as follows:
- (i) Profit attributable to ordinary shareholders of the Company
| Profit/(loss) attributable to ordinary shareholders of the Company (basic) ii) Weighted-average number of ordinary shares Weighted-average number of ordinary shares (thousand shares) (basic) Effect of employee share bonus Weighted-average number of ordinary shares (thousand shares) (diluted) Earnings per share |
For the three months ended March 31 2024 2023 $ 18,261 10,597 For the three months ended March 31 2024 2023 166,303 166,303 64 109 166,367 166,412 $ 0.11 0.06 |
For the three months ended March 31 2024 2023 $ 18,261 10,597 For the three months ended March 31 2024 2023 166,303 166,303 64 109 166,367 166,412 $ 0.11 0.06 |
|---|---|---|
| 166,412 | ||
| 0.06 |
(ii) Weighted-average number of ordinary shares
(Continued)
23
(n) Revenue from contracts with customers
i. Disaggregation of revenue
For the three months ended March 31, 2024
| Electronics Division Primary geographical markets Asia $ 114,563 America 22,117 Europe 1,302 Others 247 $ 138,229 Major products/services lines Electronic Components Sales $ 138,229 Rental Income - Medical Equipment Sales - Wine Trading - $ 138,229 |
Property Management Division 5,436 - - - 5,436 - 5,436 - - 5,436 |
Medical Equipment Division 2,782 - - - 2,782 - - 2,782 - 2,782 |
Wine Trading Department 810 - - - |
Total |
|---|---|---|---|---|
| - - - |
123,591 22,117 1,302 247 |
|||
| 810 | 147,257 | |||
| - - - |
- - - 810 810 |
138,229 5,436 2,782 810 |
||
| 147,257 |
For the three months ended March 31, 2023
| Electronics Division Primary geographical markets Asia $ 130,621 America 19,348 Europe 2,344 Others 312 $ 152,625 |
Property Management Division 7,523 - - - 7,523 |
Medical Equipment Division 6,106 129 - - 6,235 |
Wine Trading Department 1,292 - - - 1,292 |
Total |
|---|---|---|---|---|
| 145,542 19,477 2,344 312 |
||||
| 167,675 |
(Continued)
24
For the three months ended March 31, 2023
| Electronics Division Property Management Division Major products/services lines Electronic Components Sales $ 152,625 - Rental Income - 7,523 Medical Equipment Sales - - Wine Trading - - $ 152,625 7,523 ii. Contract balances March 31, 2024 Trade receivables and notes receivable $ 136,381 Less: allowance for impairment (24,600) $ 111,781 Contract liabilities $ 32 |
Property Management Division |
Medical Equipment Division Wine Trading Department Total - - 152,625 - - 7,523 6,235 - 6,235 - 1,292 1,292 6,235 1,292 167,675 December 31, 2023 March 31, 2023 115,169 152,034 (24,378) (27,983) 90,791 124,051 68 3,971 |
Medical Equipment Division Wine Trading Department Total - - 152,625 - - 7,523 6,235 - 6,235 - 1,292 1,292 6,235 1,292 167,675 December 31, 2023 March 31, 2023 115,169 152,034 (24,378) (27,983) 90,791 124,051 68 3,971 |
Medical Equipment Division Wine Trading Department Total - - 152,625 - - 7,523 6,235 - 6,235 - 1,292 1,292 6,235 1,292 167,675 December 31, 2023 March 31, 2023 115,169 152,034 (24,378) (27,983) 90,791 124,051 68 3,971 |
Medical Equipment Division Wine Trading Department Total - - 152,625 - - 7,523 6,235 - 6,235 - 1,292 1,292 6,235 1,292 167,675 December 31, 2023 March 31, 2023 115,169 152,034 (24,378) (27,983) 90,791 124,051 68 3,971 |
Total | |
|---|---|---|---|---|---|---|---|
| - 7,523 - - |
152,625 7,523 6,235 1,292 |
||||||
| 7,523 | 167,675 | ||||||
| 90,791 | 124,051 | ||||||
| 68 | 3,971 |
For details on trade receivables and allowance for impairment, please refer to note 6(c).
(o) Remunerations to employees, directors and supervisors
The Company’ s Articles of Incorporation require that earnings shall first be offset against any deficit, then, a minimum of 1% will be distributed as employee remuneration, and a maximum of 2% will be allocated as remuneration to directors. Employees who are entitled to receive the above- mentioned employee remuneration, in share or cash, include the employees of the Company’s subsidiaries who meet certain specific requirements.
For the three months ended March 31, 2024 and 2023, remuneration of employees of $240 thousand and $135 thousand, respectively, and remuneration of directors of $430 thousand and $255 thousand, respectively, were estimated on the basis of the Company’s net profit before tax, excluding the remuneration of employees and directors of each period, multiplied by the percentage of remuneration of employees and directors as specified in the Company’s articles of incorporation. Such amounts were recognized as operating expenses for the three months ended March 31, 2024 and 2023, Management is expecting that the differences, if any, between the actual distributed amounts and estimated amounts will be treated as changes in accounting estimates and will be charged to profit or loss. The number of shares to be distributed was calculated based on the closing price of the Company’s ordinary shares, one day prior to Board of Directors meeting.
(Continued)
25
The amount of employee compensation for the year 2023 as resolved by the Board of Directors is consistent with the amount estimated in the 2023 individual financial statements. However, the amount of compensation for directors and supervisors as resolved by the Board of Directors differs by $600 thousand from the amount estimated in the 2023 individual financial statements. This discrepancy is mainly due to differences in the company's accounting estimates and will be recognized in the 2024 profit and loss. In the fiscal year 2022, there was a difference of $488 thousand and $500 thousand between the amount of remuneration approved by the Board of Directors for employees, directors, and supervisors and the estimated amount accrued for the fiscal year 2022. This difference primarily arises from accounting estimates made by the Company and has been recognized in the income statement for the fiscal year 2023.
(p) Non-operating income and expenses
1. Other income
| Interest income Dividend income |
For the three months ended March 31, | For the three months ended March 31, |
|---|---|---|
| 2024 $ 2,755 64 $ 2,819 |
2023 | |
| 568 33 |
||
| 601 |
- Other gains and losses
| Foreign exchange gains (losses) Gains (losses) on financial assets at fair value through profit or loss Other |
For the three months ended March 31, | For the three months ended March 31, |
|---|---|---|
| 2024 $ 4,531 5,234 43 $ 9,808 |
2023 | |
| (897) 7,378 (8) |
||
| 6,473 |
- Finance costs
| nce costs | $ 9,808 6,473 |
$ 9,808 6,473 |
|---|---|---|
| Interest expense | For the three months ended March 31, | |
| 2024 $(84) |
2023 | |
| (164) |
-
(q) Financial instruments
-
Credit risk
-
(i) Credit risk exposure
The carrying amount of financial assets and contract assets represents the maximum amount exposed to credit risk.
- (ii) Concentration of credit risk
The Group has a broad customer base and does not engage in significant transactions with any single customer. Additionally, its sales are geographically diversified. Therefore, there is no significant concentration of credit risk.
(Continued)
26
(iii) Receivables and debt securities
For credit risk exposure of trade receivables and notes receivable, please refer to note 6(c). Other financial assets at amortized cost include other receivables. All of these financial assets are considered to have low risk, and thus, the impairment provision recognized during the period was limited to 12-month expected credit losses. The fixed deposits held by the group are transacted with and settled by financial institutions that have investmentgrade ratings or above. Therefore, they are considered to have low risk. The loss allowances were determined as follows:
| Balance at January 1, 2024 Balance at March 31, 2024 Balance at January 1, 2023 Balance at March 31, 2023 |
Other receivables |
|---|---|
| $ 36,992 | |
| $ 36,992 | |
| $ 36,992 | |
| $ 36,992 |
2. Liquidity risk
The following table shows the contractual maturities of financial liabilities, including estimated interest payments and excluding the impact of netting agreements.
| March 31, 2024 Non-derivative financial liabilities Floating rate instruments Non-interest bearing liabilities Lease liabilities(include non- current) December 31, 2023 Non-derivative financial liabilities Floating rate instruments Non-interest bearing liabilities Lease liabilities(include non- current) March 31, 2023 Non-derivative financial liabilities Floating rate instruments Non-interest bearing liabilities Lease liabilities(include non- current) |
Carrying amount Contractual cash flows Within 6 months 6- |
12 months | 12 months | 1-2 years | 2 | -5 years Over 5 years |
|---|---|---|---|---|---|---|
| $ 10,000 10,025 10,025 156,542 156,542 156,542 7,258 7,556 1,243 |
- - 1,262 |
- - 4,670 |
- - - - 381 - |
|||
$ 173,800 174,123 167,810 |
1,262 |
4,670 |
381 |
|||
$ 15,000 15,143 5,095 108,230 108,230 108,230 7,521 7,864 1,186 $ 130,751 131,237 114,511 |
10,048 - 1,213 11,261 |
- - 4,766 4,766 |
- - - - 699 - |
|||
| 699 |
||||||
$ 30,000 30,047 30,047 271,212 271,212 271,212 6,226 6,623 1,660 $ 307,438 307,882 302,919 |
- - 868 868 |
- - 2,429 2,429 |
- - - - 1,666 - |
|||
1,666 |
The Group does not expect the cash flows included in the maturity analysis to occur significantly earlier or at significantly different amounts.
(Continued)
27
3. Market risk
(i) Currency risk
The Group’s significant exposure to foreign currency risk was as follows:
| Financial assets Monetary items USD : NTD USD : CNY Non-monetary items USD Financial liabilities Monetary items USD : NTD |
March 31, 2024 | December 31, 2023 |
|---|---|---|
The Group’s exposure to foreign currency risk arises from the translation of the foreign currency exchange gains and losses on cash and cash equivalents, trade and other receivables, financial assets at fair value through other comprehensive income, and trade and other payables that are denominated in foreign currency.
A strengthening (weakening) of 0.5% of the NTD against the USD, and CNY as at three months of 2024 and 2023 would have increased (decreased) the net profit after tax by $3,345 thousand and $718 thousand, and the equity by $171 thousand and $157 thousand. The analysis is performed on the same basis.
Since the Group has many kinds of functional currency, the information on foreign exchange gain (loss) on monetary items is disclosed by total amount. For the three months ended March 31, 2024 and 2023, the foreign exchange gain (loss) (including realized and unrealized portions) amounted to $4,531 thousand and $897 thousand, respectively.
(ii) Interest rate analysis
Please refer to the notes on liquidity risk management and interest rate exposure of the Group's financial assets and liabilities.
The following sensitivity analysis is based on the exposure to the interest rate risk of derivative and non-derivative financial instruments on the reporting date. Regarding assets with variable interest rates, the analysis is based on the assumption that the amount of assets outstanding at the reporting date was outstanding throughout the year. The rate of change is expressed as the interest rate increases or decreases by 0.5% when reporting to management internally, which also represents the Group management's assessment of the reasonably possible interest rate change.
If the interest rate had increased / decreased by 0.5% basis points, the Group’s net income would have increased / decreased by $10 thousand and $30 thousand for the three months ended March 31, 2024 and 2023, respectively, with all other variable factors remaining constant. This is mainly due to the Group’s borrowing at variable rates.
(iii) Other market price risk
For the three months ended March 31, 2024 and 2023, the sensitivity analyses for the changes in the securities price at the reporting date were performed using the same basis for profit or loss as illustrated below:
(Continued)
28
| For the three months ended March 31, 2024 2023 Prices of securities at the reporting date Other comprehensive income after tax Net income Other comprehensive income after tax Net income |
For the three months ended March 31, | For the three months ended March 31, | For the three months ended March 31, | For the three months ended March 31, | For the three months ended March 31, |
|---|---|---|---|---|---|
| 2024 2023 |
|||||
| Net income Other comprehensive income after tax |
Net income | ||||
| 0.5% increase $ 0.5% decrease $ |
83 (83) |
58 (58) |
80 (80) |
98 (98) |
-
Fair value of financial instruments
-
(i) Fair value hierarchy
The carrying amount and fair value of the Group’s financial assets and liabilities, including the information on fair value hierarchy, were as follows; however, except as described in the following paragraphs, for financial instruments not measured at fair value whose carrying amount is reasonably close to the fair value, and lease liabilities, disclosure of fair value information is not required:
| Financial assets at fair value through profit or loss Shares of stock of overseas listed companies Beneficiary certificates Subtotal Financial assets at fair value through other comprehensive income Foreign corporate bonds Stocks in unlisted companies Subtotal Financial assets measured at amortized cost Cash and cash equivalents Trade receivables and notes receivable (including related parties) Other receivables Guarantee deposits paid (Recognition of other non-current assets) Subtotal Total Financial liabilities measured at amortized cost Bank loans Trade payables Other payables Lease liabilities (including non- current) Guarantee deposits received (Recognition of other non-current liabilities) Total |
March 31, 2024 | March 31, 2024 | March 31, 2024 | |||
|---|---|---|---|---|---|---|
| Book Value | Fair Value | Total 14,617 835 |
||||
| Level 1 | Level 2 - - |
Level 3 - - |
||||
| $ 14,617 835 |
14,617 835 |
|||||
| 15,452 | 15,452 | - | - | 15,452 | ||
| 42,681 16,592 |
- - |
42,681 16,592 |
- - |
42,681 16,592 |
||
| 59,273 | - | 59,273 | - |
59,273 | ||
| 579,185 111,781 18,338 319 |
- - - |
- - - |
- - - |
- - - |
||
| 709,623 | ||||||
$ 784,348 |
15,452 | 59,273 | 74,725 | |||
$ 10,000 79,181 77,361 7,258 4,756 |
- - - - - |
- - - - - |
- - - - - |
- - - - - |
||
$ 178,556 |
(Continued)
29
| 29 | |||||||
|---|---|---|---|---|---|---|---|
| Financial assets at fair value through profit or loss Shares of stock of overseas listed companies Shares of stock of listed companies Beneficiary certificates Subtotal Financial assets at fair value through other comprehensive income Foreign corporate bonds Stocks in unlisted companies Subtotal Financial assets measured at amortized cost Cash and cash equivalents Trade receivables and notes receivable (including related parties) Other receivables Guarantee deposits paid (Recognition of other non-current assets) Subtotal Total Financial liabilities measured at amortized cost Bank loans Trade payables Other payables Lease liabilities (including non- current) Guarantee deposits received (Recognition of other non-current liabilities) Total |
December 31, 2023 | Total 30,174 3,558 785 |
|||||
| Book Value $30,174 3,558 785 34,517 42,090 15,546 57,636 516,703 90,791 1,662 310 |
Fair | Value | |||||
| Level 1 30,174 3,558 785 |
Level 2 | Level 3 - - - - - - - - - - - |
|||||
| 34,517 - - - - - - - |
34,517 | ||||||
42,090 15,546 |
|||||||
57,636 |
57,636 |
||||||
- - - - |
- - - - |
||||||
| 609,466 | - | - | - | - | |||
$ 701,619 |
34,517 | 57,636 | 92,153 | ||||
$15,000 75,697 32,533 7,521 4,756 |
- - - - - |
- - - - - |
- - - - - |
- - - - - |
|||
$ 135,507 |
(Continued)
30
| Financial assets at fair value through profit or loss Shares of stock of overseas listed companies Shares of stock of listed companies Beneficiary certificates Subtotal Financial assets at fair value through other comprehensive income Foreign corporate bonds Stocks in unlisted companies Subtotal Financial assets measured at amortized cost Cash and cash equivalents Trade receivables and notes receivable (including related parties) Other receivables Guarantee deposits paid (Recognition of other non-current assets) Subtotal Total Financial liabilities measured at amortized cost Bank loans Trade payables and notes payables Other payables Lease liabilities (including non- current) Guarantee deposits received (Recognition of other non-current liabilities) Total |
March 31, 2023 | March 31, 2023 | March 31, 2023 | March 31, 2023 | March 31, 2023 | Total 16,464 6,396 597 23,457 39,169 16,015 |
||
|---|---|---|---|---|---|---|---|---|
| Book Value | Fair | Value | ||||||
| Level 1 | Level 2 | Level 3 | ||||||
| $ 16,464 6,396 597 23,457 39,169 16,015 55,184 303,505 124,051 1,922 884 |
16,464 6,396 597 |
- - - - - - - - |
||||||
| 23,457 - - - - |
||||||||
55,184 |
55,184 |
|||||||
- - - - |
- - - - |
|||||||
| 430,362 |
- | - | - | - | ||||
$ 509,003 |
23,457 | 55,184 | 78,641 | |||||
$30,000 109,541 161,671 6,226 7,763 |
- - - - - |
- - - - - |
- - - - - |
- - - - - |
||||
$ 315,201 |
(ii) Valuation techniques for financial instruments measured at fair value
A financial instrument is regarded as being quoted in an active market if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service, or regulatory agency and those prices represent actual and regularly occurring market transactions on an arm’s-length basis. Whether transactions are taking place ‘regularly’ is a matter of judgment and depends on the facts and circumstances of the market for the instrument.
Quoted market prices may not be indicative of the fair value of an instrument if the activity in the market is infrequent, the market is not well-established, only small
(Continued)
31
volumes are traded, or bid-ask spreads are very wide. Determining whether a market is active involves judgment.
Measurements of fair value of financial instruments without an active market are based on valuation technique or quoted price from a competitor. Fair value, measured by using valuation technique that can be extrapolated from either similar financial instruments or discounted cash flow method or other valuation techniques, including models, is calculated based on available market data at the reporting date.
(iii) Transfers between Level 1 and Level 2
There were no transfers from level 2 to level 1 for the three months ended March 31, 2024 and 2023.
- (r)Financial risk management
There were no significant changes in the Group's financial risk management and policies as disclosed in note 6(r) to the consolidated financial statements for the year ended December 31, 2023.
- (s) Capital management
Management believes that the objectives, policies and processes of capital management of the Group has been applied consistently with those described in the consolidated financial statements for the year ended December 31, 2023. Also, management believes that there were no significant changes in the Group's capital management information as disclosed for the year ended December 31, 2023. Please refer to note 6(s) to the consolidated financial statements for the year ended December 31, 2023 for further details.
7. Related-party transactions
- (a) Names and relationships with related parties
The followings are entities that have had transactions with related party during the periods covered in the consolidated financial statements.
| Name of related party | Relationship with the Group |
|---|---|
| CHU-TING CORP Lin, I-Chin LIN, WEN-TENG Sunrise On The Bund Hotel (Sunrise) PU HWUA ENTERPRISE CO., LTD. (Pu Hwua) Juyang Xingye Industrial Co., Ltd. ( Juyang Xingye) Juiye Enterprise Co., Ltd. (Juiye Enterprise) |
Chairman of this company is the same as the Chairman of the other company. Chairman of this company Director of this company The chairman of the subsidiary is the same as the chairman of the Company. The chairman of the subsidiary is the same as the chairman of the Company. The chairman of the Company is also a director of the subsidiary. The chairman of the company is a director of the company. |
(Continued)
32
- (b) Significant transactions with related parties
1. Sales
The amounts of significant sales by the Group to related parties were as follows:
| The amounts of significant sales by the Group to related | parties were as follows: | parties were as follows: |
|---|---|---|
| Other related parties | For the three months ended March 31, |
|
| 2024 $ 814 |
2023 | |
1,427 |
The sales price of the group to the related party is not significantly different from the general selling price. The average credit period for related parties as of March 31, 2024, and January 1 to March 31, 2023, is approximately 120 days, while for general customers, it ranges from 30 to 90 days.
2. Receivables from related parties
The receivables from related parties were as follows:
| Account Trade receivables |
Relationship Other related parties |
March 31, 2024 $ 468 |
December 31, 2023 955 |
March 31, 2023 |
|---|---|---|---|---|
| 1,357 |
3. Payables to related parties
The payables to related parties were as follows:
| Account | Relationship | March 31, | December |
March 31, | |
|---|---|---|---|---|---|
| 2024 | 31, 2023 | 2023 | |||
| Other payables | Others | $ 24 | 108 | - |
4. Leases
The Group collected rental income from other related parties and affiliated companies, reporting lease income of $430 thousand and $429 thousand for the year ended December 31, 2024, and for the period from January 1 to March 31, 2023, respectively. As of March 31, 2024, December 31, 2023, and March 31, 2023, related rental deposits amounted to $405 thousand.
In November 2023, the Group rented an office building from the Key management person to be used as its headquarter. A five-year lease contract was signed, in which the rental fee is determined based on nearby office rental rates. The total value of the contract was $5,309 thousand. For the three months ended March 31, 2024, the Group recognized the amounts of $32 thousand and $39 thousand respectively as interest expenses. As of March 31, 2024 the balance of lease liabilities amounted to $3,809 thousand and $4,550 thousand respectively.
5. Prepayments
| Account Prepayments |
Relationship Others- Sunrise |
March 31, 2024 $ - |
December 31, 2023 - |
March 31, 2023 |
|---|---|---|---|---|
| 1,864 |
(c) Others
In case of registering real estate under the name of other related parties, please refer to Note 6(7) for details.
(Continued)
33
(d) Key management personnel compensation
Key management personnel compensation comprised:
| Key management personnel compensation comprised: | ||
|---|---|---|
| Short-term employee benefits Post-employment benefits |
For the three months ended March 31, |
|
| 2024 $ 6,504 38 $ 6,542 |
2023 | |
| 3,688 24 |
||
| 3,712 |
8. Assets pledged as security
The carrying amounts of assets pledged as security were as follows:
| Assets pledged as security Property, plant and equipment Investment property |
Liabilities secured by pledge Long-term borrowings Long-term borrowings |
March 31, 2024 $231,531 50,330 **$281,861 ** |
December 31, 2023 232,298 50,605 282,903 |
March 31, 2023 |
|---|---|---|---|---|
| 234,656 51,428 |
||||
| 286,084 |
9. Significant Commitments and Contingencies
- (a) Unrecognized contractual commitments
As of March 31, 2024, December 31, 2023, and March 31, 2023, the detailed amounts of the contract prices for equipment and construction projects entered into by the Group with suppliers are as follows::
| Signed-contract Paid-price |
March 31, 2024 $ 33,391 $ 28,555 |
December 31, 2023 13,764 9,038 |
March 31, 2023 |
|---|---|---|---|
| 29,783 | |||
| 16,096 |
(b) To comply with the organic renewal and industrial transformation and upgrading of the Jiashan Economic and Technological Development Industrial Park, the subsidiary Zhejiang Rectron signed a relocation compensation agreement with Jiashan Economic Development Zone Asset Management Co., Ltd. on September 22, 2023. The total compensation amount is approximately $691,875 thousand (RMB 161,653 thousand). It was agreed that Zhejiang Rectron should complete the equipment relocation and vacate the premises by June 30, 2024. The subsidiary Zhejiang Rectron received a partial compensation payment of approximately $356,849 thousand (RMB 80,827 thousand) in October 2023.
10. Losses due to major disasters: none
11. Subsequent events:
On May 9, 2024, the subsidiary Zhejiang Rectron's Board of Directors approved the purchase of a four-story industrial building from Jiashan Economic Development Zone Asset Management Co., Ltd., authorizing the Chairman to handle the transaction within a specified amount.
(Continued)
34
12. Others
(a)A summary of employee benefits, depreciation, and amortization, by function, is as follows:
| By function By item |
For the three months ended March 31, | For the three months ended March 31, | For the three months ended March 31, | For the three months ended March 31, | ||
|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||
| Cost of sales |
Operating expenses |
Total | Cost of sales |
Operating expenses |
Total | |
| Employee benefits Salary Labor and health insurance Pension Others Depreciation Amortization |
4,873 370 136 171 9,538 120 |
22,843 1,873 1,282 1,101 2,673 640 |
27,716 2,243 1,418 1,272 12,211 760 |
4,744 353 130 177 10,051 329 |
27,317 1,811 979 1,178 3,102 653 |
32,061 2,164 1,109 1,355 13,153 982 |
(b)Seasonality of operations
The Group's operations were not affected by seasonality or cyclicality factors.
13. Other disclosure items
- (a) Information on significant transaction:
The followings were the information on significant transactions required by the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” for the Group for the three months ended March 31, 2024:
- Lending to other parties:
==> picture [426 x 107] intentionally omitted <==
----- Start of picture text -----
Highest
balance Collateral
of Actual Transaction
financing usage Range of Purposes amount for Reasons for Allowance
to other amount interest of fund business short-term for bad Individual Maximum
Number Name of lender borrower Name of Account name Related party parties during the balance Ending during period the during the period rates financing borrower for the two parties between financing debt Item Value loan limits funding financing limit of fund
period
1 Rectron China CHU-TING Other Yes 60,002 44,800 44,800 - 2 - Operation - - - 159,850 199,812
receivables (note 3) (note 4) Requirements
Note 1: For business transactions with counterparties, the business transaction amount is determined based on the cumulative
sales (or purchases) amount between the two parties over the preceding twelve months.
Note 2: According to our policy, the calculation for the maximum total amount of loans granted are as follows:
Rectron Electronics (China)
----- End of picture text -----
Individual counterparty funding limit = Shareholders' equity x 40% = $399,624 thousand x 40% = $159,850 thousand. The maximum funding limit for an individual counterparty = Shareholders' equity x 50% = $399,624 thousand x 50% = $199,812 thousand.
Note 3: Already eliminated during the preparation of the consolidated financial statements. Note 4: (1) Business transaction with counterparts exists.
-
(2) Short-term funding is necessary.
-
Guarantees and endorsements for other parties: None.
-
Information regarding securities held at the reporting date (subsidiaries, associates and joint ventures not included):
| (Amounts in Thousands of New Taiwan Dollar) | (Amounts in Thousands of New Taiwan Dollar) | (Amounts in Thousands of New Taiwan Dollar) | (Amounts in Thousands of New Taiwan Dollar) | (Amounts in Thousands of New Taiwan Dollar) | ||||
|---|---|---|---|---|---|---|---|---|
| Company holding securities | Security type and name |
Relationship with the Company |
Account | March 31, 2024 | Remark | |||
| Shares | Carrying value |
Percentage of ownership (%) |
Market value ( or net value) |
|||||
| The Company | Stock - Sunny Bank | - | Non-current financial assets at fair value through other comprehensive income |
1,515,198 | 16,592 | 0.05% | 16,592 |
|
| The Company | Corporate bonds – Apple | - | Non-current financial assets at fair value through other comprehensive income |
- | 25,846 |
-% | 25,846 | |
| The Company | Corporate bonds – AT&T | - | Non-current financial assets at fair value through other comprehensive income |
- | 9,426 |
-% | 9,426 |
(Continued)
35
| 35 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Company holding securities The Company The Company CHU-TING CHU-TING |
Security type and name |
Relationship with the Company |
Account | March 31, 2024 | Remark | |||
| Shares | Carrying value |
Percentage of ownership (%) |
Market value ( or net value) |
|||||
| Corporate bonds – Pfizer | - | Non-current financial assets at fair value through other comprehensive income |
- | 4,157 | - % | 4,157 | ||
| Corporate bonds – SocGen | - | Non-current financial assets at fair value through other comprehensive income |
- | 3,252 | - % | 3,252 | ||
| Fund - Yuanta High Dividend 0056 | - | Current financial assets at fair value through profit or loss |
21,000 | 835 | -% | 835 | ||
| Stock - LMT | - | Current financial assets at fair value through profit or loss |
1,000 | 14,617 | -% | 14,617 |
-
Information regarding purchase or sale of securities for the period exceeding 300 million or 20% of the Company’s paid-in capital: None.
-
Information regarding acquisition of real estate exceeding 300 million or 20% of the Company’s paid-in capital:
| (Amounts in Thousands of New Taiwan Dollar) | (Amounts in Thousands of New Taiwan Dollar) | (Amounts in Thousands of New Taiwan Dollar) | (Amounts in Thousands of New Taiwan Dollar) | (Amounts in Thousands of New Taiwan Dollar) | (Amounts in Thousands of New Taiwan Dollar) | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name of company |
Type of property |
Transac tion date |
Transaction amount |
Amount actually payable |
Counter- party |
Nature of relationship |
For tr | ansactions involving related parties, the **previous transfer information ** |
Price reference |
Purpose of Acquisit ion and **Usage ** |
Other terms |
||
| owner | Relationship with the Issuer |
Transfer Date |
amount | ||||||||||
| The Company |
Land and Building |
2024.1.10 | - (Note 1) |
- (Note 1) |
CHU- TING |
Parent- subsidiary relationship |
- | - | - | - | Appraisal | private use |
None |
| CHU- TING |
Land | 2024.1.10 | - (Note 1) |
- (Note 1) |
The Company |
Parent- subsidiary relationship |
- | - | - | - | Appraisal | private use |
None |
Note 1: A joint development agreement for the land located at Parcel No. 145, Pei Bo Section, Tucheng District, New Taipei City, Taiwan, has been signed with the following distribution ratio: Landowner (the company): approximately 45.66%, Developer (CHUTING): approximately 54.34%. The final joint development ratio shall be subject to approval by the competent authority.
- Information regarding receivables from disposal of real estate exceeding 300 million or 20% of the Company’s paid-in capital:
| 6. Information regarding receivables from disposal of real estate exceeding 300 million or 20% of the Company’s paid-in capital: |
6. Information regarding receivables from disposal of real estate exceeding 300 million or 20% of the Company’s paid-in capital: |
6. Information regarding receivables from disposal of real estate exceeding 300 million or 20% of the Company’s paid-in capital: |
6. Information regarding receivables from disposal of real estate exceeding 300 million or 20% of the Company’s paid-in capital: |
6. Information regarding receivables from disposal of real estate exceeding 300 million or 20% of the Company’s paid-in capital: |
6. Information regarding receivables from disposal of real estate exceeding 300 million or 20% of the Company’s paid-in capital: |
6. Information regarding receivables from disposal of real estate exceeding 300 million or 20% of the Company’s paid-in capital: |
6. Information regarding receivables from disposal of real estate exceeding 300 million or 20% of the Company’s paid-in capital: |
6. Information regarding receivables from disposal of real estate exceeding 300 million or 20% of the Company’s paid-in capital: |
6. Information regarding receivables from disposal of real estate exceeding 300 million or 20% of the Company’s paid-in capital: |
6. Information regarding receivables from disposal of real estate exceeding 300 million or 20% of the Company’s paid-in capital: |
6. Information regarding receivables from disposal of real estate exceeding 300 million or 20% of the Company’s paid-in capital: |
6. Information regarding receivables from disposal of real estate exceeding 300 million or 20% of the Company’s paid-in capital: |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Amounts in Thousands of New Taiwan Dollar) | ||||||||||||
| Name of company |
Type of property |
Transacti on date |
Acquisition date |
Book value |
Transacti on amount |
Amount actually received |
Gain from disposal |
Counter- party |
Nature of relatio nship |
Purpose of disposal |
Price reference |
Other terms |
| Zhejiang Rectron |
Land, Buildings, and Structures |
2023.9.22 | 90.08 | 177,168 (Note 1) |
691,875 (Note 2) |
356,849 (Note 3) |
(Note 4) | Jiashan Economic Development Assets Management Co., Ltd. |
None | To align with organic renewal and industry transformati on and upgrading |
Appraisal Report |
(Note 5) |
| Note 1:RMB40,925 thousand Note 2:RMB161,653 thousand Note 3:RMB80,827 thousand Note 4: Profit and loss shall be confirmed after all relocation procedures are completed. Note 5: According to the agreed terms, after signing the relocation compensation agreement with Zhejiang Rectron, 50% of the total compensation will be received. Additionally, within 20 days after the completion of equipment relocation and factory vacating by June 30, 2024, 30% of the total compensation will be received. The remaining 20% of the total compensation will be received within 20 days after the cancellation of land and property certificates. |
- Information regarding related-party purchases and/or sales exceeding 100 million or 20% of the Company’s paid-in capital: None.
(Continued)
36
- Information regarding receivables from related parties exceeding 100 million or 20% of the Company’s paid-in capital:
| (Amounts in Thousands of New Taiwan Dollar) | (Amounts in Thousands of New Taiwan Dollar) | (Amounts in Thousands of New Taiwan Dollar) | (Amounts in Thousands of New Taiwan Dollar) | |||||
|---|---|---|---|---|---|---|---|---|
| Company name | Related party | Nature of relationship | Balance as September 30, 2023 |
Turnover |
O | verdue | Amount received in subsequent period |
Allowance for bad debts |
| Amount | Action taken | |||||||
| Rectron China | The Company | Parent-subsidiary relationship | 100,247 | 2.66% | 26,314 | Collection | 19,951 | - |
Note: The amount had been offset in the consolidated financial statements.
-
Information regarding trading in derivative financial instruments: None.
-
Significant transactions and business relationship between the parent company and its subsidiaries for the three months ended March 31, 2024:
(Amounts in Thousands of New Taiwan Dollar)
| No. (Note 1) |
Company name | Counterparty | Relationship (Note 2) |
Intercompany transactions | Intercompany transactions | ||
|---|---|---|---|---|---|---|---|
| Account | Amount | Terms | Percentage of total consolidated net sales or assets |
||||
| 0 | Rectron Ltd. | Rectron China | 1 | Operating cost | 59,223 | Calculated with finished product cost plus agreedprofit. |
40% |
| 0 | Rectron Ltd. | Rectron China | 1 | Trade payables | 100,247 | Adjusted according to the overall funding situation between the parent and subsidiary companies, with a term of 120 days as stipulated in the agreement. |
4% |
| 0 | Rectron Ltd. | REEI | 1 | Operating revenue | 13,585 | Calculated with finished product cost plus agreedprofit. |
9% |
| 0 | Rectron Ltd. | REEI | 1 | Account receivable | 9,172 |
Adjusted according to the overall funding situation between the parent and subsidiary companies, with a term of 120 days as stipulated in the agreement. |
-% |
| 1 | Rectron China | Zhejiang Rectron | 3 | Operating cost | 50,186 | Calculated with finished product cost plus agreedprofit. |
34% |
Note 1: Companies are numbered as follows: Parent company - 0 Subsidiary - starting from 1
Note 2: The relationships between transaction parties are numbered as follows: Parent company and subsidiary - 1
Subsidiary and parent company - 2 Subsidiary and subsidiary - 3
(b) Information on investments:
The followings are the information on investees for the three months ended March 31, 2024:
(Amounts in Thousands of New Taiwan Dollar)
| Name of investor |
Name of investee |
Location | Main businesses | Original am |
investment ount |
Balance | as of March 31, 2024 | as of March 31, 2024 | Net income (loss) of the investee |
Investment income (loss) recognised by the Company |
Remark |
|---|---|---|---|---|---|---|---|---|---|---|---|
| March 31, 2024 |
December 31 2023 |
, Shares |
Percentage | Carrying value |
|||||||
| The Company | REEI | USA | Sales of rectifiers, etc. Electronic components |
142,264 | 142,264 | 205,000 | 100.00% | 16,417 | 601 | 601 | |
| The Company | Rectron China | Hong Kong |
Sales of rectifiers, etc. Electronic components |
607,273 | 607,273 | 20,000 | 100.00% | 399,624 | 989 | 989 | |
| The Company | CHU-TING | Taiwan | Wholesale of tobacco and alcohol products and manufacturing and sales of medical equipment. |
109,987 |
109,987 | 14,500,000 | 100.00% | 158,504 | 1,628 | 1,628 |
Note: The amount had been offset in the consolidated financial statements.
- (c) Information on investment in Mainland China:
(Amounts in Thousands of New Taiwan Dollar)
| Investee | Main businesses and products |
Total amount of paid-in capital |
Method of investment |
Accumulated outflow of investment from Taiwan as of January 1, 2024 |
Inves | tment | Accumulated outflow of investment from Taiwan as of March 31, 2024 |
Net income (losses) of the investee |
Percentage of ownership |
Investment income (loss) recognized |
Carrying value as of March 31, 2024 |
Accumulated inward remittance of earnings as of March 31, 2024 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
Outflow |
Inflow | |||||||||||
| Zhejiang Rectron | Manufacturing and sales of rectifiers and other electronic components. |
409,029 USD12,000 |
NOTE 1(3) | 409,029 USD12,000 |
- | - | 409,029 USD12,000 |
5,477 | 100.00% | 5,477 | 278,571 | - |
(Continued)
37
- (d) Upper limit on investment in Mainland China:
| (Amounts in Thousands of New Taiwan Dollar) | (Amounts in Thousands of New Taiwan Dollar) | |
|---|---|---|
| Accumulated investment in Mainland China as of March 31, 2024 |
Investment amount authorized by Investment Commission, MOEA |
Upper limit on investment |
| 384,000 USD 12,000 |
511,040 USD 15,970 |
1,051,390 |
Note 1: Investment methods are categorized into the following three types, simply indicated by their types:
- (1)Direct investment in mainland China.
(2)Investment in Mainland China through a third-party company in another region (please specify the investment company in that third region).
- (3)Others method.
Note 2: In the investment gains/losses recognized in this period column:
-
(1)If it is under preparation and there are no investment gains/losses yet, it should be noted.
-
(2)The basis for recognizing investment gains/losses is the financial statements audited and certified by the certified public accountant of the Taiwan parent company.
-
Note 3: According to the "Principles for Reviewing Investment or Technical Cooperation in Mainland China," there are limits to the amount of investment.
Equity net worth × 60% = $1,752,317 thousand × 60% = $1,051,390 thousand.
(e) Significant transactions:
The significant inter-company transactions with the subsidiary in Mainland China, which were eliminated in the preparation of consolidated financial statements, are disclosed in “Information on significant transactions”.
- (f) Major shareholders
Unit: Share
| (f) Major shareholders | Unit: Sha | |
|---|---|---|
| Shareholding Shareholder’s Name |
Shares | Percentage |
| Juiye EnterpriseCo.,Ltd. | 42,788,288 | 25.72% |
| Bigwig Perfect International Co., Ltd. |
38,141,792 | 22,93% |
Note: The shareholder information in this table is provided by the Taiwan Depository & Clearing Corporation (TDCC) and is based on the calculation of the total number of common shares and preferred shares held by shareholders, excluding treasury shares, as of the last business day of each quarter. The data includes shareholders whose holdings account for more than 5% of the total shares outstanding. Please note that there may be differences between the reported share capital in the company's financial statements and the actual number of shares held by shareholders, due to different calculation methods or other factors.
14. Segment information
(a) General information
The consolidated company has four reporting segments: Electronics, Real Estate Investment, Medical Equipment, and Wine Trading. The Diode segment is engaged in the manufacturing and sales of various rectifiers and other semiconductor components. The Real Estate Investment segment is engaged in the business of leasing office buildings and factories. The Medical Equipment segment is engaged in the business of buying and selling and manufacturing masks. The Wine Trading segment is engaged in the business of trading red and white wines.
The reporting segments of the consolidated company are strategic business units that provide different products and services. As each strategic business unit requires different technology and marketing strategies, they need to be managed separately.
- (b) Information of profit or loss, assets, liabilities, basis and adjustments of which of departments to be reported.
(Continued)
38
The consolidated company uses the departmental pre-tax profit (excluding non-recurring gains and losses and exchange gains and losses) reviewed by the chief operating decision-maker in the internal management report as the basis for resource allocation and performance evaluation by the management. Since income tax, non-recurring gains and losses, and exchange gains and losses are managed on a group basis, the consolidated company does not allocate income tax expenses (benefits), non-recurring gains and losses, and exchange gains and losses to the reporting segments. In addition, not all significant non-cash items, other than depreciation and amortization, are included in the income statement of all reporting segments. The amounts reported are consistent with the reports used by the operating decision-makers.
The information and adjustments for the operating segments of the consolidated company are as follows:
The Group’s operating segment information and reconciliation are as follows:
| For the three months ended March 31, 2024 Revenue Revenue from external customers Intersegment revenues Total revenue Reportable segment profit or loss For the three months ended March 31, 2023 Revenue Revenue from external customers Intersegment revenues Total revenue Reportable segment profit or loss |
Electronics Department $ 138,229 121,848 $ 260,077 $ 17,775 Electronics Department $ 152,625 123,644 $ 276,269 $ 6,722 |
Property Management Division 5,436 - 5,436 3,424 Property Management Division 7,523 - 7,523 4,702 |
Medical Devices Division 2,782 172 2,954 1,037 Medical Devices Division 6,235 325 6,560 1,181 |
Wine Trading Department 810 - 810 590 Wine Trading Department 1,292 - 1,292 465 |
Reconciliation and elimination - (122,020) (122,020) - Reconciliation and elimination - (123,969) (123,969) - |
Total |
|---|---|---|---|---|---|---|
| 147,257 - |
||||||
| 147,257 | ||||||
| 22,826 | ||||||
| Total | ||||||
| 167,675 - |
||||||
| 167,675 | ||||||
| 13,070 |
(Continued)