AI assistant
RT — Annual Report 2023
Jun 16, 2023
52043_rns_2023-06-16_4e9989f8-946b-444e-8ffe-1bac6111d17b.pdf
Annual Report
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TSE Code: 2379
REALTEK SEMICONDUCTOR CORP. 2022 Annual Report
The annual report is available at:
- I. Taiwan Stock Exchange Market Observation Post System: https://mops.twse.com.tw II. Realtek website for annual report: https://www.realtek.com
Printed Date: April 28, 2023
Notice to Readers:
This annual report has been prepared originally in Chinese. The English version is a direct translation of the Chinese version .
I. Spokesperson: Name: Huang, Yee-Wei Title: Vice President Deputy Spokesperson: Name: Lin, Han-Chen Title: Special Assistant to President Tel: (03) 578-0211 Email: [email protected]
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II. Headquarters Address: No. 2, Innovation Road II, Hsinchu Science Park, Hsinchu 300, Taiwan Tel: (03) 578-0211
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III. Transfer Agent:
Company: CTBC BANK CO., LTD. Transfer Agency Department Address: 5F., No. 83, Sec. 1, Chongqing S. Rd., Taipei City 100, Taiwan. Website: www.ctbcbank.com
Tel: (02) 6636-5566
- IV. Auditor of the latest financial report: Auditors: Li, Tien-Yi & Cheng, Ya-Huei Company: PricewaterhouseCoopers'
Address: 5F., No. 2, Gongye E. 3rd Rd., Hsinchu Science Park, Hsinchu 300, Taiwan Website: www.pwc.com.tw
Tel: (03) 578-0205
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V. GDR listed stock exchange and the way to search for information: Name: Luxembourg Stock Exchange
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Please refer to the Luxembourg Stock Exchange official website for Realtek GDR Price. Website: www.bourse.lu
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VI. Company website: www.realtek.com
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Table of Contents
Letter to Shareholders ..................................................................................................................................... 1 Company Introduction .................................................................................................................................... 4 Date of Establishment ...................................................................................................................................... 4 Company Milestones ....................................................................................................................................... 4 Corporate Governance Report ..................................................................................................................... 10 Organization .................................................................................................................................................. 10 Information of Directors and Officers ........................................................................................................... 12 Corporate Governance ................................................................................................................................... 23 Audit Fees ...................................................................................................................................................... 62 Share transfer or share pledge of Directors, Officers and major shareholders holding more than 10% shares from last year to the print date of the annual report ....................................................................................... 64 The relationship between any of the Company’s top ten shareholders: ........................................................ 65 Capital Raising ............................................................................................................................................... 67 Source of Capital ........................................................................................................................................... 67 Structure of Shareholders .............................................................................................................................. 67 Distribution of Shareholding ......................................................................................................................... 68 List of Major Shareholders ............................................................................................................................ 68 Market price, net worth, earning, dividends per common share and related information over the last two years ............................................................................................................................................................... 69 Dividend Policy and Status of Execution ...................................................................................................... 70 Status of GDR ................................................................................................................................................ 73 Operations Overview ..................................................................................................................................... 74 Business Overview ........................................................................................................................................ 74 Marketplace and Production Overview ......................................................................................................... 89 Employees ..................................................................................................................................................... 96 Environmental Expenses ............................................................................................................................... 96 Cyber security management .......................................................................................................................... 98 Financial Status, Operating Results and Status of Risk Management ................................................... 103 Financial Status ........................................................................................................................................... 103 Operational Results ..................................................................................................................................... 104 Cash Flow .................................................................................................................................................... 105 Risk Items .................................................................................................................................................... 106 Special Items ................................................................................................................................................. 109 Financial Information .................................................................................................................................. 121
Condensed balance sheet and Statement of Comprehensive Income, independent auditor’s name and audit
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| opinion in the recent five years ............................................................................................................ | 121 |
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| Financial Analysis in the Recent Five Years ............................................................................................... | 125 |
| Audit Committee’s Review Report ............................................................................................................. | 128 |
| Consolidated Financial Statements .............................................................................................................. | 129 |
| Parent Company Only Financial Statements ............................................................................................... | 130 205 |
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Letter to Shareholders
1. 2022 Operating Results
After the semiconductor industry experienced a supply shortage in 2021, the end market demand weakened. In 2022 the supply chain faced inventory problems due to geopolitics, epidemics, inflation, and other major environmental factors. According to Gartner's estimate, global semiconductor industry revenue in 2022 was US$601.7 billion, an increase of a mere 1.1% compared to 2021. Analog (19% year-over-year increase) and discrete (15% year-over-year increase) components were the main growth areas, neither of which were Realtek product areas.
Despite the many challenges, Realtek, working closely with upstream suppliers and downstream customers, took it upon ourselves, with the concerted effort of all employees, to deliver an annual revenue growth. Realtek Group’s annual consolidated revenue in 2022 was NT$111.79 billion, an increase of 6.0% from the previous year; gross operating profit was NT$54.64 billion, up 2.7% from the previous year; net profit after tax was NT$16.20 billion , a drop of 3.8% from the previous year, with earnings per share of NT$31.62.
In addition to the solid operating results, Realtek has been consistently recognized in the industry for its technological innovation and execution. According to Taiwan Intellectual Property Office's 2022 Statistical Rankings for Patent Applications and Grants, Realtek ranked 7th with 332 invention applications. Our patent portfolio has also been recognized in international assessments, and Realtek was selected as one of the ‘Top 100 Global Innovators’ by Clarivate for the first time in 2022. Through continuous technological innovation, Realtek products frequently stand out in major competitions in the industry. At 2022 COMPUTEX Taipei, Realtek AI Super Resolution Fidelity Recovery IC (RTD2892NND) won the 'Golden Award' and 'Best Choice of the Year Award'; our Bluetooth Dual Mode AUDIO Watch Solution (RTL8763E) won the 'IC and Component Best Choice' Category Award. The 2.5 Gigabit Ethernet controller won the 31st Taiwan Excellence Award. Realtek's first Edge AI USB Camera Controller (RTS5863) was awarded a 2022 Innovation Product Award from Hsinchu Science Park Administration. These awards reflect Realtek's efforts and achievements in continuously breaking through technical bottlenecks and optimizing product design.
Sustainable development of the enterprise is the core belief behind Realtek's continuous improvement, with the goal of becoming a sustainable enterprise that meets the expectations of all stakeholders. We continue to pay attention to international initiatives related to corporate sustainability, define material issues, formulate short-, mid-, and long-term goals, and push through various sustainable projects by optimizing management mechanisms and effective performance evaluation. Material issues in 2022 include corporate governance and compliance, environmental sustainability and climate change response, information security, economic performance, innovative R&D and product due diligence, customer relationship management, talent attraction and development, and supplier sustainability management. In order to mitigate the climate change crisis caused by the greenhouse effect, and actively respond to the international Net Zero Initiative, Realtek has committed to achieving the major goal of net zero carbon emissions by 2050. It plans to meet the goal by reducing total carbon emissions through various energy-saving and carbon-reduction measures such as continuous development of low-carbon products, improvement of equipment energy efficiency, construction and certification of office buildings in accordance with green building standards, increased use of renewable energy, and implementation of MBO (Management by Objective) for supply chain carbon reduction.
2. 2023 Business Plan
Although the semiconductor industry is facing short-term headwinds and uncertainties, Realtek continues to optimize its product portfolio to meet the needs of various end markets, provide customers with more competitive products, and achieve the long-term goal of uninterrupted growth and continuous profitability. Looking forward into 2023, each main Business Group of Communications Network, Connected Media, Computer Peripheral, Smart Interconnect and Multimedia will respectively launch a series of new products to drive technical specification upgrades in the mainstream markets, and expand niche market applications.
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For wireless communication, Wi-Fi 6 controllers have replaced Wi-Fi 5 in the personal computer and router markets, and have become the mainstream specification. In 2023, the Wi-Fi 6 specification is expected to penetrate into new end markets, such as AR/VR, printers, and consumer electronics, thereby further boosting the revenue contribution of Wi-Fi 6 and Wi-Fi 6E. Meanwhile, Wi-Fi 7 is becoming a highly contested newgeneration specification for Wi-Fi applications. Realtek plans to launch the first generation Wi-Fi 7 products in 2023, with PCs as the first target market for 2024 mass production by key OEM customers.
With respect to IoT applications, Realtek continues to actively cooperate with IoT-related organizations and standard-setting companies to release the first generation of products in step with major customers. Additional new products will be released in 2023 to facilitate a complete smart home environment. Regarding Bluetooth chips, Realtek's new-generation Bluetooth 5.2 BLE Audio solutions have successfully entered the low-latency gaming headset/smartwatch with Bluetooth calling function markets, thereby gradually expanding its applications in the Bluetooth audio market. The BTNIC and BLE SoC Bluetooth series products also continue to develop the remote controls and wearable market while actively expanding new application markets, aiming at Electronic Shelf Labels (ESL), industrial applications, medical, and automotive markets to provide cross-field and diverse solutions for various customers.
In Ethernet, Realtek's 2.5GbE products have become the standard specification for flagship motherboards. They have also expanded to mid-to-high-end PC models, and have penetrated into the accessory market for switches and network interface extensions. To meet the highly digitalized market demand in the postpandemic era, in 2023 Realtek will launch a higher-speed 5GbE Ethernet solution to provide more flexible choices for customers in different market segments.
For Ethernet switches, Realtek's Layer 3 managed switch products benefited from the substantial increase in demand for network communication equipment, and have been adopted by key customers. At the same time, PSE (Power Sourcing Equipment) products have also successfully entered the supply chain of major customers. With the gradual increase in Wi-Fi 6 penetration and the infrastructure upgrade of telecom operators in various countries in the past few years, Realtek's 5-port Gb Ethernet switch and PON product lines have achieved success. It is expected that 2.5 Gb Ethernet switches will gradually replace existing Gb Ethernet switches in 2023. The future goal is to strengthen the depth and breadth of the product portfolio to provide complete and competitive solutions in all areas of the market.
Automotive Ethernet has become the backbone of the automotive in-vehicle network, and Realtek has become one of the primary suppliers of automotive Ethernet. In order to support the needs of future intelligent networked vehicles, Realtek is investing resources to develop a new generation of physical layer chips that support the new 2.5GBASE-T1 standard, and to incorporating data security protection and support for high bandwidth interfaces into our product planning. It is expected that business revenue and market share will grow steadily.
As for Computer Peripheral and Smart Interconnect products, after the supply problems of relevant components gradually subsided in the first half of 2022, high inventory became a major challenge in the second half of the year due to a sharp fall in end market demand under an adverse overall environment. In the face of a market downturn, Realtek continued to improve and develop new generations of products in anticipation of a market rebound. Building on the AI Audio noise cancellation algorithm that has been well received by the market over the past two years, Realtek's new generation of products comprehensively improve the user experience of PCs, conference devices, and live broadcast devices while extending the application field from meetings to content creators. At the same time, in response to possible future PC audio interface specification changes, Realtek continues to actively participate in specification definition, and plans a complete product portfolio so that customers can switch specifications smoothly.
In terms of image signal processing ICs, Realtek, driven by the trend to high resolution, high image quality, and intelligence, has launched the world's first and only USB camera solution that integrates edge
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computing, and has strategically cooperated with major PC makers to deliver an HPD (Human Presence Detection) solution that supports 5MP with an expected launch date in the first half of 2023. As PC applications are concerned more and more about low power consumption and security, Realtek developed a highly integrated, low power embedded system controller chip with a high-end MCU and more memory than competitors, using an advanced manufacturing process with a built-in full hardware encryption engine. It meets the need for power saving and security at the same time. With the increasing popularity of the USB Type-C specification, this solution can provide customers with more comprehensive and better power control and data transmission solutions.
In terms of multimedia products, to meet the high-quality requirements of high-end 4K/8K TVs, Realtek has developed an AI super-resolution fidelity recovery single chip, which uses a neural network to identify image scenes and objects, dynamically and instantly removes innate noise in the picture, suppresses distortion, and enhances original low-resolution images to 4K/8K high-resolution images. This innovative technology won the 2022 COMPUTEX Taipei 'Golden Award' and ‘Best Choice of the Year Award'. Following the trend to network streaming media, and responding to changes in consumers' viewing habits that demand higher content quality, Realtek has developed a new generation of set-top box solutions that integrate High Dynamic Range, 3D audio, and a new generation of coding technology. These solutions, complete with a cost-competitive, low-power software-hardware reference design, can assist customers in developing high-performance set-top boxes.
In the LCD monitor field, Realtek continues to lead the industry in delivering various high-speed interface specifications, enabling high resolution, high dynamic range, high frame rate, wide color gamut, and true color reproduction, thereby providing customers with the widest product choice.
- Strategy for Future Development and Impact by Competitive, Regulatory, and Macro Conditions
Semiconductor markets in the short term are facing challenges such as end market demand and inventory adjustment, impacted by geopolitics, pandemics, and inflation. Nevertheless, with the continuing advancement in Internet, artificial intelligence, and automotive applications, there are ample opportunities and room for growth in the medium and long term. Realtek actively practices sustainable corporate development, strengthens corporate governance, enhances product core technology competitiveness, builds a sustainable supply chain, and deepens mutual trust and partnership with customers to grow with them hand in hand, thereby continuously heightening shareholder value.
We want to thank all shareholders for your ceaseless care and support. We also wish you health and success in the future.
Chairman: Chiu, Sun-Chien President: Yen, Kuang-Yu Controller: Chang, Jr-Neng
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Company Introduction
I. Date of Establishment
Realtek Semiconductor Corporation (‘the Company’) was incorporated on October 21, 1987, and debuted on the Taiwan Stock Exchange in October 1998. It is headquartered in Taiwan and it has sales or R&D teams in China, Singapore, the United States, Japan, and South Korea.
II. Company Milestones
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1987/10 The Company is incorporated. 1988/04 The Company’s Taipei office is established. 1991/12 The Pocket Ethernet Controller receives an Innovative Technology Award from the Hsinchu Science Park Administration.
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1993/12 The High-Performance Window Accelerator Chip receives an Innovative Product Award from the Hsinchu Science Park Administration.
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1995/02 The Full Duplex Plug-and-Play Ethernet Controller receives a Product Innovation Award from EDN Asia.
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1996/12 For its extensive R&D initiatives and achievements, the Company receives an R&D Participation Award from the Hsinchu Science Park Administration.
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1997/06 The Single-Chip Fast Ethernet Controller receives a Best Component Award and a Best Product Award at Computex Taipei 1997.
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1997/09 The Company is listed in Gre Tai Securities Market (Taipei Exchange). 1997/11 The Single-Chip Fast Ethernet Controller receives a New Product Development Award from the Industrial Development Bureau, Ministry of Economic Affairs.
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1998/10 The Company debuts on the Taiwan Stock Exchange.
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1998/12 For the fourth consecutive year, the Company receives an R&D Participation Award from the Hsinchu Science Park Administration.
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1999/12 The 4-Port Fast Ethernet Transceiver receives an innovative technology R&D grant from the Hsinchu Science Park Administration.
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2000/05 For the first time, the Company issues unsecured convertible bonds; the total value is NT$1.4 billion.
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2000/08 For its outstanding R&D achievements, the Company receives a Most Outstanding Award at the Ministry of Economic Affairs’ 8[th] Industrial Technology Development Awards.
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2001/12 The Multi-mode Single-Chip 10/100M Fast Ethernet Controller SoC receives a Component Design Award from EDA Asia Magazine .
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2002/01 For the first time, the Company issues Overseas Depositary Receipts; the total value is US$240,180,375.
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2002/06 The ALC650 6-Channel Audio Codec receives a Best Choice Award at Computex Taipei 2002.
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2002/11 The Company ranks among the Global Top 10 Electronic Component Providers by Taiwan’s Micro-Electronics Magazine .
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2003/10 For the second consecutive year, the Company ranks among the Forbes Global 200 Best Small Companies.
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| 2003/10 | The RTL8169S/RTL8110 Single-Chip Gigabit Ethernet Controller receives an |
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| Innovative Product award from the Hsinchu Science Park Administration. | |
| 2004/03 | The PCI Express Single-Chip Gigabit Ethernet Controller receives an innovation |
| R&D grant for NT$3 million from the Hsinchu Science Park Administration. | |
| 2004/06 | The Dual-Band Triple-Mode WLAN Chipsets RTL8185L and RTL8255 receive a |
| Best Choice Award at Computex Taipei 2004. | |
| 2004/09 | The reference designs of the IEEE802.11a/b/g WLAN Chipsets RTL8185L and |
| RTL8255 pass the Wi-Fi Alliance’s WPA2 (Wi-Fi Protected Access 2) testing and | |
| become the golden test bed. | |
| 2004/10 | The Dual-Band Triple-Mode WLAN Chipset receives an Outstanding IT |
| Application/Product Award from the committee for Taiwan Information | |
| Technology Month. | |
| 2004/12 | The WLAN Chipsets RTL8187L and RTL8255 receive an Innovative Product |
| Award from the Hsinchu Science Park Administration. | |
| 2004/12 | The Company receives an R&D Accomplishment Award from the Hsinchu |
| Science Park Administration. | |
| 2005/03 | The Company unveils the ALC882 7.1+2 Channel High Definition Audio Codec. |
| 2005/06 | The Company celebrates the grand opening of its new building on Innovation Rd. |
| II in Hsinchu Science Park. | |
| 2005/08 | The Company releases the RTS5111, the world’s first USB 2.0 All-in-One Card |
| Reader Controller with Integrated 5V/3.3V Regulator and Power MOSFET. | |
| 2005/11 | For its substantive R&D achievements, the Company receives another R&D |
| Accomplishment Award from the Hsinchu Science Park Administration. | |
| 2006/03 | The Company releases a new generation of High Definition Audio codecs, the |
| ALC885 and ALC888 Telecom. | |
| 2006/03 | The ALC888 Telecom receives a Technology Innovation Accelerated Award for |
| the ‘Digital Office’ platform at the 2006 Intel Developer Forum. | |
| 2006/08 | The Company passes ISO 14001 Environmental Management Systems |
| certification. | |
| 2006/10 | The Company celebrates its 20thanniversary. |
| 2006/12 | The ALC888 Telecom receives an Innovative Product Award from the Hsinchu |
| Science Park Administration. | |
| 2006/12 | For the third consecutive year, the Company receives an R&D Accomplishment |
| Award from the Hsinchu Science Park Administration. | |
| 2007/01 | At an extraordinary shareholders’ meeting, shareholders approved a capital |
| reduction of NT$4,180,701,000 (each share qualified for a rebate of approximately | |
| NT$5); the reduction ratio is 50%. | |
| 2007/06 | The RTL8111C PCI Express Single-Chip Gigabit Ethernet Controller receives a |
| Best Choice Award at Computex Taipei 2007. | |
| 2007/07 | The Company releases the RTL8366S and RTL8366SR low power, highly |
| integrated 6-Port Gigabit Ethernet Switch Controller Single-Chip solutions | |
| featuring patented Green Ethernet technology. | |
| 2007/10 | The Company releases the RTS5161/68/69, the world’s first multi-function card |
| reader controller to integrate a NAND flash card reader, a smart card reader, a | |
| fingerprint reader, and an IR receiver. |
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| 2007/10 | The Company releases the ALC269, which is the first HD Audio Codec to integrate |
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| a 2W Class D Amplifier and the latest low power specifications. The device | |
| represents a breakthrough in reducing the power consumption of laptop computers. | |
| 2007/11 | The Company releases the ALC889 HD Audio Codec, which features a Signal-to- |
| Noise Ratio (SNR) of 108dB and is the only HD Audio Codec to have full rate | |
| Blu-Ray DVD playback. | |
| 2007/12 | The RTL8111C-GR PCI Express Gigabit Ethernet Controller receives an |
| Innovative Product Award from the Hsinchu Science Park Administration. | |
| 2007/12 | For the fourth consecutive year, the Company receives an R&D Accomplishment |
| Award from the Hsinchu Science Park Administration. | |
| 2008/05 | The Company demonstrates a series of Networked Multimedia SoC solutions at |
| Computex Taipei 2008. | |
| 2008/06 | The RTD2485D All-in-One LCD Monitor Controller receives a Best Choice |
| Award at Computex Taipei 2008. | |
| 2008/09 | The Company releases the RTL8191S and RTL8192S, the world’s smallest, most |
| energy efficient 802.11n WLAN IC Single-Chip solutions. They are the first | |
| controllers to integrate MAC/BB/RF with an embedded power amplifier, | |
| EEPROM, and switching regulators. | |
| 2008/10 | The RTL8366SR 5+1-Port Gigabit Ethernet Switch Controller Single-Chip |
| receives a 2008 EDN China Innovation Award. | |
| 2008/12 | The RTD2485D All-in-One LCD Monitor Controller receives an Innovative |
| Product Award from the Hsinchu Science Park Administration. | |
| 2009/08 | The Company receives a 2009 National Invention and Creation Award. |
| 2009/10 | The Company releases the RTL8111E, the first Gigabit Ethernet Controller SoC to |
| use the IEEE 802.3az standard. | |
| 2009/10 | The RTD1073 Full-HD Digital Media Processor receives a 2009 EDN China |
| Innovation Award. | |
| 2009/11 | The RTD1073/1283 Full-HD Digital Media Processor receives a 2009 Outstanding |
| IT Application/Product Award. | |
| 2009/11 | The RTL8111DP-GR PCI Express Gigabit Ethernet Management Controller |
| receives a 2009 Innovative Product Award from the Hsinchu Science Park | |
| Administration. | |
| 2009/11 | The Company receives the International Exchange and Cooperation Award from |
| the Hsinchu Science Park Administration. | |
| 2009/11 | The Company receives the 2009 R&D Accomplishment Award from the Hsinchu |
| Science Park Administration. | |
| 2010/01 | At the 2010 CES, the Company demonstrates industry-leading Green Ethernet |
| power-savings technology, including the IEEE 802.3az Ethernet Single-Chip and | |
| Switch Controller, as well as the world’s most energy efficient power-over-USB | |
| 2x2 802.11n Wireless Router using the Company's Green WLAN technology. | |
| 2010/06 | The ALC899-GR High Fidelity PC Audio Codec receives a Best Choice Award at |
| Computex Taipei 2010. | |
| 2010/06 | The RTL8111E Single-Chip Gigabit Ethernet Controller receives a Best Choice |
| Award at Computex Taipei 2010. |
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| 2010/12 | The RTL8111E Single-Chip Gigabit Ethernet Controller receives a 2010 |
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| Outstanding IT Application and Products Award. | |
| 2010/12 | The RTL8367M 7-Port Gigabit Ethernet Switch Controller receives a 2010 |
| Innovative Product Award from the Hsinchu Science Park Administration. | |
| 2010/12 | The Company receives a 2010 Science Park R&D Accomplishment Award. |
| 2011/10 | The Company receives the 1stTaiwan Green Classics Award, hosted by the Bureau |
| of Foreign Trade, Ministry of Economic Affairs. | |
| 2011/12 | The Company receives an Industrial Sustainable Excellence Award from the |
| Industrial Development Bureau, Ministry of Economic Affairs. | |
| 2011/12 | The Company receives a National Industrial Innovation Award – Outstanding |
| Enterprise Innovation Award from the Department of Industrial Technology, | |
| Ministry of Economic Affairs. | |
| 2011/12 | The Company receives a 2011 Science Park R&D Accomplishment Award. |
| 2012/12 | The ALC5642 Hi-Fi Audio Integrated with Voice/Sound DSP and Codec Single- |
| Chip receives a 2012 Innovative Product Award from the Hsinchu Science Park | |
| Administration. | |
| 2012/12 | The Company receives a 2012 Science Park R&D Accomplishment Award. |
| 2013/06 | The RTD2995 4K2K UHD Smart TV SoC receives a Best Choice Golden Award |
| at Computex Taipei 2013. | |
| 2013/11 | The RTL8153 Low Power USB 3.0-to-Gigabit Ethernet Controller receives a |
| 2013 EDN China Innovation Award. | |
| 2013/12 | The RTD2995 4K2K UHD Smart TV SoC receives a 2013 Innovative Product |
| Award from the Hsinchu Science Park Administration. | |
| 2014/06 | The RTL8118AS Ultra Low Power Gaming NIC receives a Best Choice Green |
| ICT Award at Computex Taipei 2014. | |
| 2014/06 | The RTL8881A AP/Router Network Processor SoC (with 11ac Wi-Fi) receives a |
| Best Choice Award (in Communication) at Computex Taipei 2014. | |
| 2015/04 | The Company’s subsidiary Realtek Singapore Pte Ltd. acquires 100% equity |
| interest of Cortina Access, Inc. and its subsidiaries. | |
| 2015/06 | The RTL8195AM Low Power Wi-Fi IoT SoC receives a Best Choice Golden |
| Award at Computex Taipei 2015. | |
| 2015/12 | The RTD2999 4K Ultra-High Picture Quality Smart TV SoC receives a 2015 |
| Innovative Product Award from the Hsinchu Science Park Administration. | |
| 2016/06 | The RTL8762A Bluetooth Low Energy SoC receives a Best Choice Golden |
| Award at Computex Taipei 2016. | |
| 2016/06 | The RTS5421 USB 3.1 Type-C Hub receives a Best Choice Golden Award at |
| Computex Taipei 2016. | |
| 2016/12 | The Company receives a 2016 Science Park R&D Accomplishment Award. |
| 2016/12 | The RTL9020AA Automotive Camera SoC Integrated with Audio/Video |
| Processor and Ethernet receives a 2016 Innovative Product Award from the | |
| Hsinchu Science Park Administration. | |
| 2017/06 | The RTL9047A Automotive Ethernet Switch Controller receives a Best Choice |
| Award in the Car Electronics category at Computex Taipei 2017. | |
| 2017/06 | The RTL8771B Low Power Wearable GNSS Receiver receives a Best Choice |
| Award in the Mobile & Wearables category at Computex Taipei 2017. |
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| 2017/06 | The world’s most energy efficient Bluetooth 5 Dual Mode Audio SoC, the |
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| RTL8763B, receives a Best Choice Award in the IC & Components category at | |
| Computex Taipei 2017. | |
| 2017/06 | The RTL8117 Personal Cloud IC Solution receives a Best Choice Award: the |
| Jury’s Special at Computex Taipei 2017. | |
| 2017/11 | The Communications Network Group’s CN3 Wi-Fi R&D team receives a 2017 |
| Outstanding Technology Management Award. | |
| 2018/05 | The Company releases the world’s first 2.5G Ethernet Controller SoC for |
| multiple applications, including gaming. | |
| 2018/06 | The RTL8715A Highly Integrated, Ultra-Low-Power Wi-Fi IP Camera SoC |
| receives a Best Choice Award in the IoT Applications category at Computex | |
| Taipei 2018. | |
| 2018/06 | The RTL8762C Bluetooth 5 Low Energy SoC receives a Best Choice Award in |
| the IC & Components category at Computex Taipei 2018. | |
| 2018/06 | The ALC5520 Multi-Mic Far-Field Speech Recognition Enhanced SoC solution |
| receives a Best Choice Golden Award at Computex Taipei 2018. | |
| 2018/06 | The Company receives an Asia Responsible Entrepreneurship Award. |
| 2018/12 | The ALC5520 Multi-Mic Far-Field Speech Recognition Enhanced SoC solution |
| receives a 2018 Innovative Product Award from the Hsinchu Science Park | |
| Administration. | |
| 2019/06 | The RTD2893 8K Video Decoder and Processing IC receives the Best Choice of |
| the Year/Golden Award at Computex Taipei 2019. | |
| 2019/06 | The RTL8773B Bluetooth 5 ANC Smart Headset SoC receives a Best Choice |
| Golden Award at Computex Taipei 2019. | |
| 2019/06 | The RTL8722DM Ameba D: Ultra-Low-Power Versatile IoT Solution wins a |
| Best Choice IoT Category Award at Computex Taipei 2019. | |
| 2019/12 | The RTD2893 8K Video Decoder and Processing IC receives a 2019 Innovative |
| Product Award from the Hsinchu Science Park Administration. | |
| 2019/12 | The Company receives a 2019 Science Park R&D Accomplishment Award for |
| overall R&D results. | |
| 2020/12 | The RTL8156B 2.5G USB Ethernet controller with world’s smallest form factor |
| & lowest power receives a 2020 Innovative Product Award from the Hsinchu | |
| Science Park Administration. | |
| 2020/12 | The Company receives a 2020 Hsinchu Science Park R&D Accomplishment |
| Award for overall R&D results. | |
| 2021/5 | The New Generation Gaming Network Total Solution 2.5GbE Gaming NIC with |
| ‘Dragon Feature’ + Wi-Fi 6 & Intelligent Switch (RTL8125BG + RTL8852AE & | |
| RTL9313 + RTL8221B) wins a d&i award at Computex Taipei 2021. | |
| 2021/7 | The Automotive Ethernet Switch IC (RTL9075AAD/RTL9072AAD) receives a |
| Best Choice Golden Award at Computex Taipei 2021. | |
| 2021/7 | The RTS3916N Low Power AI IP Camera SoC receives a Best Choice AI, Big |
| Data & Cloud Computing Category Award at Computex Taipei 2021. | |
| 2021/9 | The Company wins the 2021 Asia Responsible Enterprise Award. |
| 2022/4 | The Company is recognized in the Clarivate Top 100 Global Innovators 2022 list. |
| 2022/5 | The RTL8763E Bluetooth Dual Mode Audio Watch Solution receives a Best |
| Choice IC and Component Category Award at Computex Taipei 2022. |
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| 2022/5 | The RTD2892NND AI Super Resolution Fidelity Recovery IC receives the Best |
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| Choice of the Year/Golden Award at Computex Taipei 2022. | |
| 2022/11 | The Realtek 2.5 Gigabit Dragon Bandwidth-Optimized Ethernet Controller |
| Solutions (RTL8125BG + RTL8156BG) receive a Taiwan Excellence Award | |
| 2022. | |
| 2022/12 | The RTS5863 Edge AI USB Camera Controller receives a 2022 Innovative |
| Product Award from the Hsinchu Science Park Administration. |
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Corporate Governance Report
I. Organization
- Organizational Structure
==> picture [513 x 372] intentionally omitted <==
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2. Responsibilities of Main Departments
| Department | KeyResponsibilities |
|---|---|
| Chairman’s Office | Reviews the Company’s operations and implementation of resolutions made by shareholders’ meetings and the Board of Directors;Companyaudits. |
| President’s Office | Plans and executes the Company’s operational strategies and analysis; carries out Board of Directors’ resolutions, investment assessments, PR statements, legal and patent affairs, and international marketing. |
| Communications Network Business Group |
Manages communications network product R&D, planning and marketing. |
| Computer Peripheral Business Group |
Manages computer peripheral product R&D, planning and marketing. |
| Multimedia Business Group |
Manages multimedia product R&D, planning and marketing. |
| Connected Media Business Group |
Manages connected media product R&D, planning and marketing. |
| Smart Interconnect Business Group |
Manages smart interconnect product R&D, planning and marketing. |
| R&D Center | Plans new products, develops and designs relevant core technologies, and manages circuit layouts. |
| Corporate TechnologyCenter |
Oversees the planning, research and service of all advanced technologies needed in the Company’sproduct development. |
| Intelligent Decision Research Center |
Oversees big data analytics. |
| Supply Management Center |
Oversees raw materials, warehousing, materials control, procurement, IC manufacturing and testing,and testingequipment maintenance. |
| Quality Management Division |
Oversees product quality control and reliability engineering. |
| Finance Division | Oversees finance,accounting,and stock affairs. |
| Information Technology Division |
Oversees information management and computer systems integration and applications. |
| Administration Division |
Oversees general affairs, factory administration, and human resources. |
| Occupational Safety & Health Center |
Oversees occupational safety and health. |
-11-
-11-
| April 8, 2023 | Managers or Directors who are spouse or within second-degree relatives to each other |
Relation | - | - | Brother | - | Brother | - | - | - | - | - | Note 1: Director Yeh, Nan-Horng did not serve as a director of the company from 2005.05.20 to 2009.06.04. Note 2: Director Tsai, Tyau-Chang served as a director/supervisor of the company from 2006.06.12 to 2018.06.04, and did not serve as a director of the company from 2018.06.05 to 2021.08.08. |
|||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | - | - | Yeh, Po-Len | - | Yeh, Nan- Horng |
- | - | - | - | - | ||||||
| Title | - | - | Director | - | Director | - | - | - | - | - | ||||||
| Current Positions at the Company and other companies | NA | Chief Executive Officer of Realtek Semiconductor Corp. Chairman/Director of Realtek Semiconductor Corp. affiliates |
Vice Chief Executive Officer & Chief Financial Officer of Realtek Semiconductor Corp. Director/Supervisor of Realtek Semiconductor Corp. affiliates |
NA | Director of Yihong Investment Co., Ltd. Chairman of Zu Yuan Industries Co., Ltd. Director of Cotek Pharmaceutical Industry Co., Ltd. Director of Novasiot (Shanghai) Co., Ltd. |
NA | Chairman/Director of Realtek Semiconductor Corp.affiliates | President of Realtek Semiconductor Corp. Director of Realtek Semiconductor Corp.affiliates |
Chief Operating Officer of Realtek Semiconductor Corp. Chairman/Director of Realtek Semiconductor Corp.affiliates |
None | CEO of Creative Education and Management Foundation Chairman of EZTravel Travel Service Co., Ltd. Chairman of You Hsin Creative Co., Ltd. Chairman of Eland Technologies Co., Ltd. Chairman of Eland Information Co., Ltd. Chairman of Cyberccn Com Co., Ltd. Director of Wu Global Holdings Limited (BVI) |
Director of Ming-Der Senior High School Chairman of Jhang Huei Co., Ltd Johnson Law office Lawyer |
Investment Vice President of De Jie Investment Co., Ltd. Representative of juristic person director of Biofity Pharmaceuticals Inc. |
|||
| Selected Education & Experience | NA | M.S. in Electrical Engineering, National Taiwan University |
MBA(Master of Business Administration), The City University of New York, USA. |
NA | MBA(Master of Business Administration) ,Washington University in St. Louis, USA. |
NA | MSc. & Ph.D. in Material Engineering, Loughbourough University of Technology, United Kingdom |
M.S. in Communications Engineering , National Chiao Tung University |
M.S. in Electrical Engineering, State University of New York, USA |
Open Junior College | M.A. in Journalism, National Chengchi University | Bachelor degree in College of Law, National Taiwan University |
Master Degree in Business Administration, National Taiwan University |
|||
| Shareholding by Nominee Arrangement |
% | - | - | - | - | - | - | - | - | - | - | - | - | - | ||
| Share | - | - | - | - | - | - | - | - | - | - | - | - | - | |||
| Spouse & Minor Shareholding |
% | - | 0.00% | - | - | - | - | 0.04% | 0.00% | 0.02% | 1.28% | - | - | - | ||
| Share | - | 1,384 | - | - | - | - | 208,398 | 4,000 | 79,625 | 6,569,949 | - | - | - | |||
| Current Shareholding | % | 0.64% | 0.17% | 0.01% | 4.32% | - | 0.01% | 0.45% | 0.00% |
0.01% |
1.23% | - | - | - | ||
| Share | 3,265,954 | 883,831 | 40,686 | 22,146,604 | - | 66,000 | 2,323,899 | 23,948 | 42,205 | 6,308,389 | - | - | - | |||
| Shareholding When Elected | % | 0.64% | 0.17% | 0.01% | 4.34% | - | 0.01% | 0.43% | 0.00% |
0.01% |
1.24% | - | - | - | ||
| Share | 3,265,954 | 892,831 | 40,686 | 22,146,604 | - | 66,000 | 2,223,899 | 23,948 | 42,205 | 6,308,389 | - | - | - | |||
| Date First Elected |
2021.08.09 | 2000.06.09 | 2006.06.12 | 2015.06.09 | 1994.04.02 (Note 1) |
2015.06.09 | 1991.06.26 | 2021.08.09 | 2018.06.05 | 1991.06.26 | 2015.06.09 | 2006.06.12 (Note 2) |
2021.08.09 | |||
| Term of Office |
3 years | 3 years | 3 years | 3 years | 3 years | 3 years | 3 years | 3 years | 3 years | 3 years | 3 years | 3 years | 3 years | |||
| Date Elected |
2021.08.09 | 2021.08.09 | 2021.08.09 | 2021.08.09 | 2021.08.09 | 2021.08.09 | 2021.08.09 | 2021.08.09 | 2021.08.09 | 2021.08.09 | 2021.08.09 | 2021.08.09 | 2021.08.09 | |||
| Gender Age |
- | Male 51~60 |
Male 51~60 |
- | Male 61~70 |
- | Male 61~70 |
Male 51~60 |
Male 51~60 |
Female 61~70 |
Male 61~70 |
Male 81~90 |
Male 51~60 |
|||
| Name | United Glory Co., Ltd. |
United Glory Co., Ltd. Representative: Chiu, Sun-Chien |
United Glory Co., Ltd. Representative: Chern, Kuo-Jong |
Cotek Pharmaceutical Industry Co., Ltd. |
Cotek Pharmaceutical Industry Co., Ltd. Representative: Yeh, Nan-Horng |
Sonnen Limited | Sonnen Limited Representative: Yeh, Po-Len |
Yen, Kuang-Yu | Huang, Yung-Fang | Ni, Shu-Ching | Chen, Fu-Yen | Tsai, Tyau-Chang | Lo, Chun-Pa | |||
| Nationality / Country of Origin |
Belize | ROC | ROC | ROC | ROC | BVI | ROC | ROC | ROC | ROC. | ROC | ROC | ROC | |||
| Title | Director | Chairman | Vice Chairman |
Director | Director | Director | Director | Director | Director | Director | Independent Director |
Independent Director |
Independent Director |
-12-
April 8, 2023
Table I: The major shareholders of institutional shareholders
April 8, 2023 |
|
|---|---|
| Institutional Shareholders | Major Shareholders of Institutional Shareholders |
| Cotek Pharmaceutical Industry Co., Ltd. | De Tao Venture Capital Corp. (shareholding: 20%) Hi-Xuan Co., Ltd. (shareholding: 26.672%) Infinite Global Company (shareholding: 26.664%) Yihong Investment Co., Ltd. (shareholding: 26.664%) |
| Sonnen Limited | Yeh, Yen-Hsi (shareholding: 100%) |
| United Glory Co., Ltd. | Target Way Co., Ltd. (shareholding: 100%) |
Table II: The major shareholders of the major shareholders of institutional shareholders in Table I
April 8, 2023
| April 8, 2023 | |
|---|---|
| Shareholder | Major Shareholders Holding |
| Target Way Co., Ltd. | Chun Mei Chen De Chang (shareholding: 100%) |
-13-
-13-
1.1 Disclosure of professional qualifications of directors and independent status of independent directors
| Criteria Name |
Professional qualifications and experience (Note1) |
Independent Status (Note2) | Number of other public companies concurrently serving as an independent director |
|---|---|---|---|
| United Glory Co., Ltd. Representative: Chiu, Sun-Chien |
Business management, strategic planning, leadership and decision-making, international marketing, technologyresearchand development |
- | 0 |
| United Glory Co., Ltd. Representative: Chern,Kuo-Jong |
Business management, strategic planning, leadership and decision-making, accounting and financial analysis |
- | 0 |
| Cotek Pharmaceutical Industry Co., Ltd Representative: Yeh, Nan-Horng |
Business management, strategic planning, leadership and decision-making |
- | 0 |
| Sonnen Limited Representative: Yeh,Po-Len |
Business management, strategic planning, leadership and decision-making |
- | 0 |
| Yen, Kuang-Yu | Business management, technology research and development, sales andmarketing |
- | 0 |
| Huang, Yung-Fang | Business management, technology research and development, sales andmarketing |
- | 0 |
| Ni, Shu-Ching | Business management, accounting and financial analysis |
- | 0 |
| Chen, Fu-Yen | Business management, strategic planning | Please refer to statement of note 2. | 0 |
| Tsai, Tyau-Chang | Legal profession, crisis management | 0 | |
| Lo, Chun-Pa | Business management, accounting and financial analysis(Note 3) |
0 |
Note 1: Directors of the company are not of any conditions defined in Article 30 of the Company Act.
-
Note 2: (1) Whether the person, the person’s spouse, or relatives within the second degree serve as directors, supervisors, or employees of the company or its affiliated companies: none;
-
(2) The shareholding numbers and proportion by the person, the person’s spouse, or relatives within the second degree: 0;
-
(3) Whether the person serves as a director, a supervisor or an employee of a company with specific relationship to the company: none;
-
(4) The amount of remuneration received for providing business, legal, financial, accounting and other services to the company or its affiliates in recent two years: 0.
-
-
Note 3: Audit committee members with accounting or financial expertise shall state their accounting or financial background and work experience: Please refer to page 11, information of independent directors, for the selected education & experience, and current positions at the company and other companies.
-
1.2. Diversity and Independence of the Board
-
(1) Diversity of the board of directors: The diversity policy for the Company’s board members is as follows:
-
The structure of the Company's board of directors shall be determined by choosing an appropriate number of board members in consideration of business scale, the shareholdings of major shareholders, and practical operational needs. The composition of the board of directors shall be determined by taking diversity into consideration. An appropriate policy on diversity based on the company's business operations, operating dynamics, and long-term development needs shall be formulated and include, without being limited to, the following two general standards:
-
Basic requirements and values: gender, age, nationality, and culture.
-
Professional knowledge and skills: a professional background (e.g., law, accounting, industry, finance, marketing, or technology), professional skills, and industry experience.
-
All members of the board shall have the knowledge, skills, and experience necessary to perform their duties. To achieve the ideal goal of corporate governance, the board of directors shall possess the following abilities:
-
Ability to make operational judgments.
-
Ability to perform accounting and financial analysis.
-
Ability to conduct management administration.
-
Ability to conduct crisis management.
-
Knowledge of the industry.
-
International market perspective.
-
Ability to lead.
-
Ability to make policy decisions.
-
-14-
-14-
There are ten directors, three of them are independent directors, for the Company. Each director has his or her own professional background, including business management, leadership decision, industry knowledge, financial accounting, international marketing, etc.
The specific management objectives of the Company's board member diversity policy are that each of the eight abilities that the board of directors shall possess is at least possessed by five directors, and at least four of the eight abilities are possessed by individual board member. The management objective of diversity policy is reached by the Company's current board of directors and all individual board members.
Please refer to page 11 and page 35 note 1 for the information of individual board member and abilities possessed by individual board member of the Company.
- (2) Independence of the board of directors: The Company has 3 independent directors, accounting for 3/10 of the board of directors.
The board of directors of the Company meets the following independence criteria:
-
Each director is not a family member of senior management who is employed by the Company or by a subsidiary of the Company
-
Each director is not (and is not affiliated with a Company that is) an adviser or consultant to the Company or a member of the Company's senior management.
-
Each director is not affiliated with a significant supplier of the Company.
-
Each director does not have any personal services contract with the Company or a member of the Company's senior management.
-
Each director is not affiliated with a not-for-profit entity that receives significant contributions from the Company.
-
Each director has not been a partner or employee of the Company's external auditor during the past three years.
-
Each director does not have any other conflict of interest that the board of directors determines to mean he or she cannot be considered independent.
-
The board of directors complies with the provisions of Article 26-3, Items 3 and 4 of the Securities and Exchange Act. Only director Ye, Po-Len and director Ye, Nan-Horng are relatives within the second degree.
-
Each independent director meets the provisions of Article 3, Item 1 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies.
-15-
-15-
| April 8, 2023 | Managers who are spouse or second-degree relative |
Relation - - - - - - - - - - |
-16- |
|---|---|---|---|
| Name - - - - - - - - - - |
|||
| Title - - - - - - - - - - |
|||
| Current Positions at other companies | Chairman/Director of Realtek Semiconductor Corp.affiliates Director/Supervisor of Realtek Semiconductor Corp. affiliates Director of Realtek Semiconductor Corp.affiliates Chairman/Director of Realtek Semiconductor Corp.affiliates Chairman of Realtek Semiconductor Corp.affiliates Director of Realtek Semiconductor Corp.affiliates None Chairman of Realtek Semiconductor Corp.affiliates Director of Compal Broadband Networks Inc. Director of C-Media Electronics Inc. Director/Supervisor of Realtek Semiconductor Corp. affiliates Director of Greatek Electronics Inc. None |
||
| Selected Education & Experience | M.S. in Electrical Engineering, National Taiwan University MBA(Master of Business Administration), The City University of New York, USA M.S. in Communications Engineering , National Chiao Tung University M.S. in Electrical Engineering, State University of New York, USA Ph.D. in Chemical Engineering, Kansas State University, USA M.S. in Electrical Engineering, National Taiwan University B.S in Electronics Engineering, National Chiao Tung University M.S. in Electrical Engineering, National Taiwan University MBA(Master of Business Administration), National Chengchi University M.A. in Accounting, National Taiwan University Ph.D. in Communications Engineering, National Chiao Tung University |
||
| Shareholding by Nominee Arrangement |
% - - - - - - - - - - - |
||
Total - - - - - - - - - - - |
|||
| Spouse & Minor Shareholding |
% 0.00% 0.00% 0.00% 0.02% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% |
||
Total 1,384 0 4,000 79,625 0 0 0 0 0 0 0 |
|||
| Shareholding | % 0.17% 0.01% 0.00% 0.01% 0.04% 0.01% 0.02% 0.00% 0.00% 0.01% 0.00% |
||
| Total 883,831 40,686 23,948 42,205 188,560 33,000 110,267 74 0 35,045 1,234 |
|||
| Date Appointed (Note) 1999.07.01 2002.03.28 2017.10.30 2015.04.27 2014.03.24 2017.03.13 2017.03.13 2017.10.30 2020.07.31 2007.03.16 2021.07.23 |
|||
| Gender Male Male Male Male Male Male Male Male Male Male Male |
|||
| Name Chiu, Sun- Chien Chern, Kuo- Jong Yen, Kuang- Yu Huang, Yung- Fang Huang, Yee- Wei Lin, Ying-Hsi Chang, King- Hsiung Tsai, Jon-Jinn Wang,Po-Chih Chang, Jr-Neng Shen, Jia-Ching |
|||
| Nationality ROC ROC ROC ROC ROC ROC ROC ROC ROC ROC ROC |
|||
| Title CEO Vice CEO & CFO President COO Vice President Vice President Vice President Vice President Vice President Vice President Vice President |
-16-
| Managers who are spouse or second-degree relative |
Relation - - |
- |
|---|---|---|
| Name - - |
- | |
| Title - - |
- | |
| Current Positions at other companies | None None |
None |
| Selected Education & Experience | M.E.S. in Computer and Communication Engineering, Queensland University of Technology Ph.D. in Communications Engineering, National Taiwan University |
M.S. in Electrical and Control Engineering, National Chiao Tung University |
| Shareholding by Nominee Arrangement |
% - - |
- |
Total - - |
- |
|
| Spouse & Minor Shareholding |
% 0.00% 0.00% |
0.00% |
Total 292 0 |
0 | |
| Shareholding | % 0.00% 0.00% |
0.00% |
| Total 5,000 99 |
6,776 | |
| Date Appointed (Note) 2021.07.23 2022.10.28 |
2023.02.24 | |
| Gender Male Male |
Male | |
| Name Lee, Shang-Ta Weng, Chi- Shun |
Su, Chu-Ting | |
| Nationality ROC ROC |
ROC | |
| Title Vice President CISO |
Vice President |
|
-17-
| 2022 / Unit: NT$K | Remuneration from investee business other than subsidiaries or from parent company None |
Remuneration from investee business other than subsidiaries or from parent company None |
Remuneration from investee business other than subsidiaries or from parent company None |
Remuneration from investee business other than subsidiaries or from parent company None |
Remuneration from investee business other than subsidiaries or from parent company None |
Remuneration from investee business other than subsidiaries or from parent company None |
Remuneration from investee business other than subsidiaries or from parent company None |
Remuneration from investee business other than subsidiaries or from parent company None |
Remuneration from investee business other than subsidiaries or from parent company None |
None | None | None | Note 1: The relevant compensation of 2,032 thousand dollars for the drivers is not included. Note 2: In addition to the above remuneration, the remuneration received by the directors of the Company in the recent year for providing services to all companies included in the financial report (such as serving as a non-employee consultant for the parent company / all companies included in the financial report / investee companies, etc.): 0. Note 3: The Company's independent directors' remuneration includes directors' remuneration and business expenses. Directors' remuneration is determined by remuneration committee with reference to the industry's usual level of payment, and considerations of the performance evaluation results of the board of directors, individual board members, and functional committees, the time spent, and the responsibilities undertaken, etc. After evaluation of the relevance of individual performance and business performance and future risks, a proposal is submitted to the board of directors for discussion and approval. |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Amount of Total Remuneration (A+B+C+D+E+F +G) and Proportion to Net Income (%) |
Consolidated Entities 521,802 3.22% |
6,432 0.04% |
|||||||||||
| REALTEK 521,802 3.22% |
6,432 0.04% |
||||||||||||
| Remuneration from concurrent position as employee | Profit distribution for employee compensation (G) |
Consolidated Entities |
Stock 0 |
0 | |||||||||
| Cash 184,330 |
0 | ||||||||||||
| REALTEK | Stock 0 |
0 | |||||||||||
| Cash 184,330 |
0 | ||||||||||||
| Pension (F) |
Consolidated Entities 1,594 |
0 | |||||||||||
| REALTEK 1,594 |
0 | ||||||||||||
| Salaries, bonuses and special expenses (E) (Note 2) |
Consolidated Entities 220,870 |
0 | |||||||||||
| REALTEK 220,870 |
0 | ||||||||||||
| Amount of Total | Remuneration (A+B+C+D) and Proportion to Net Income (%) |
Consolidated Entities 115,008 0.71% |
6,432 0.04% |
||||||||||
| REALTEK 115,008 0.71% |
6,432 0.04% |
||||||||||||
| Director remuneration | Business expenses (D) |
Consolidated 1,008 |
432 | ||||||||||
| REALTEK ~~E titi~~ 1,008 |
432 | ||||||||||||
| Director Remuneration (C |
Consolidated Entities 114,000 |
6,000 | |||||||||||
| REALTEK 114,000 |
6,000 | ||||||||||||
| Pension (B) |
Consolidated Entities |
- | |||||||||||
| REALTEK | - | ||||||||||||
| Base Compensation (A) |
Consolidated Entities |
- | |||||||||||
| REALTEK | - | ||||||||||||
| Name United Glory Co., Ltd. Representative: Chiu, Sun-Chien |
United Glory Co., Ltd. Representative: Chern, Kuo-Jong |
Cotek Pharmaceutical Industry Co., Ltd Representative: Yeh, Nan-Horng |
Sonnen Limited Representative: Yeh, Po-Len |
Yen, Kuang-Yu | Huang, Yung-Fang | Ni, Shu-Ching Chen, Fu-Yen |
Tsai, Tyau-Chang | Lo, Chun-Pa | |||||
| Title Chairman |
Vice Chairman | Director | Director | Director | Director | Director Independent Director |
Independent Director |
Independent Director |
-18-
Remuneration Range
| Remuneration Range | Remuneration Range | Remuneration Range | Remuneration Range | |
|---|---|---|---|---|
| Remuneration Range Less than $1,000,000 $1,000,000 (incl.) - $2,000,000 (excl.) $2,000,000 (incl.) - $3,500,000 (excl.) $3,500,000 (incl.) - $5,000,000 (excl.) $5,000,000 (incl.) - $10,000,000 (excl.) $10,000,000 (incl.) - $15,000,000 (excl.) $15,000,000 (incl.) - $30,000,000 (excl.) $30,000,000 (incl.) - $50,000,000 (excl.) $50,000,000 (incl.) - $100,000,000 (excl.) $100,000,000 and above Total |
Name of Directors | |||
| Total remuneration (A+B+C+D) | Total remuneration (A+B+C+D+E+F+G) |
|||
| REALTEK Chiu, Sun-Chien, Chern, Kuo-Jong, Yeh, Nan-Horng, Yeh, Po-Len Yen, Kuang-Yu, Huang, Yung-Fang, Ni, Shu-Ching Chen, Fu-Yen, Tsai, Tyau-Chang, Lo, Chun-Pa United Glory Co., Ltd. Cotek Pharmaceutical Industry Co., Ltd. Sonnen Limited |
Consolidated Entities Chiu, Sun-Chien, Chern, Kuo-Jong, Yeh, Nan-Horng, Yeh, Po-Len Yen, Kuang-Yu, Huang, Yung-Fang, Ni, Shu-Ching Chen, Fu-Yen, Tsai, Tyau-Chang, Lo, Chun-Pa United Glory Co., Ltd. Cotek Pharmaceutical Industry Co., Ltd. Sonnen Limited |
REALTEK Ni, Shu-Ching, Chen, Fu-Yen, Tsai, Tyau-Chang, Lo, Chun-Pa United Glory Co., Ltd. Cotek Pharmaceutical Industry Co., Ltd. Sonnen Limited |
Consolidated Entities Ni, Shu-Ching, Chen, Fu-Yen, Tsai, Tyau-Chang, Lo, Chun-Pa United Glory Co., Ltd. Cotek Pharmaceutical Industry Co., Ltd. Sonnen Limited |
|
| Chiu, Sun-Chien, Chern, Kuo-Jong, Yeh, Nan-Horng, Yeh, Po-Len, Yen, Kuang-Yu, Huang, Yung-Fang, |
Chiu, Sun-Chien, Chern, Kuo-Jong, Yeh, Nan-Horng, Yeh, Po-Len, Yen, Kuang-Yu, Huang, Yung-Fang, |
|||
| 13 | 13 | 13 | 13 |
-19- -19-
| 2022 / Unit: NT$K | Compensation from investee business other than subsidiaries or from parent company |
Compensation from investee business other than subsidiaries or from parent company |
Compensation from investee business other than subsidiaries or from parent company |
None | None | None | None | None | None | None | None | None | None | None | Note: The relevant compensation of 1,077 thousand dollars for the driver is not included. | |||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total Amount of A+B+C+D and Proportion to Net Income (%) |
Consolidated Entities |
581,178 3.59% |
||||||||||||||||
| REALTEK | 581,178 3.59% |
|||||||||||||||||
| Employee compensation (D) | Consolidated Entities |
Stock | 0 | |||||||||||||||
| Cash | 241,284 | |||||||||||||||||
| REALTEK | Stock | 0 | ||||||||||||||||
| Cash | 241,284 | |||||||||||||||||
| Bonuses and special expenses (C) (Note) |
Consolidated Entities |
274,592 | ||||||||||||||||
| REALTEK | 274,592 | |||||||||||||||||
| Pension (B) | Consolidated Entities |
3,298 | ||||||||||||||||
| REALTEK | 3,298 | |||||||||||||||||
| Salary (A) | Consolidated Entities |
62,004 | ||||||||||||||||
| REALTEK | 62,004 | |||||||||||||||||
| Name | Chiu, Sun-Chien | Chern, Kuo-Jong | Yen, Kuang-Yu | Huang, Yung-Fang | Huang, Yee-Wei | Lin, Ying-Hsi | Chang, King-Hsiung | Tsai, Jon-Jinn | Wang, Po-Chih | Chang, Jr-Neng | Shen, Jia-Ching | Lee, Shang-Ta | Weng, Chi-Shun | Su, Chu-Ting | ||||
| Title | CEO | Vice CEO & CFO |
President | COO | Vice President | Vice President | Vice President | Vice President | Vice President | Vice President | Vice President | Vice President | CISO | Vice President |
-20-
Compensation Range
| Compensation Range | Compensation Range | |
|---|---|---|
| Compensation Range | Name of Officers | |
| REALTEK | Consolidated Entities | |
| Less than $1,000,000 | ||
| $1,000,000(incl.)- $2,000,000(excl.) | ||
| $2,000,000(incl.)- $3,500,000(excl.) | ||
| $3,500,000(incl.)- $5,000,000(excl.) | ||
| $5,000,000 (incl.) - $10,000,000 (excl.) | ||
| $10,000,000(incl.)- $15,000,000(excl.) | ||
| $15,000,000(incl.)- $30,000,000(excl.) | Chang, King-Hsiung, Weng, Chi-Shun | Chang, King-Hsiung, Weng, Chi-Shun |
| $30,000,000 (incl.) - $50,000,000 (excl.) | Lin, Ying-His, Huang, Yee-Wei, Chang, Jr-Neng, Tsai, Jon-Jinn, Su, Chu-Ting, Wang, Po-Chih, Shen,Jia-Ching,Lee,Shang-Ta |
Lin, Ying-His, Huang, Yee-Wei, Chang, Jr-Neng, Tsai, Jon-Jinn, Su, Chu-Ting, Wang, Po-Chih, Shen,Jia-Ching,Lee,Shang-Ta |
| $50,000,000 (incl.) - $100,000,000 (excl.) | Chiu, Sun-Chien, Chern, Kuo-Jong, Yen,Kuang-Yu,Huang,Yung-Fang |
Chiu, Sun-Chien, Chern, Kuo-Jong, Yen,Kuang-Yu,Huang,Yung-Fang |
| $100,000,000 and above | ||
| Total | 14 | 14 |
3.3 Employee’s Compensation for Officers
2022 / Unit: NT$K
| mpoyees omp | nsaon or cers | 2022 / Unit: NT$K | |||
|---|---|---|---|---|---|
| Title | Name | Stock | Cash | Total | Percentage of net income after taxes (% ) |
| CEO | Chiu,Sun-Chien | ||||
| Vice CEO & CFO |
Chern, Kuo-Jong | ||||
| President | Yen,Kuang-Yu | ||||
| COO | Huang,Yung-Fang | ||||
| Vice President | Huang,Yee-Wei | 0 | 241,284 | 241,284 | 1.49% |
| Vice President | Lin,Ying-Hsi | ||||
| Vice President | Chang,King-Hsiung | ||||
| Vice President | Tsai,Jon-Jinn | ||||
| Vice President | Wang,Po-Chih | ||||
| Vice President | Chang,Jr-Neng | ||||
| Vice President | Shen,Jia-Ching | ||||
| Vice President | Lee,Shang-Ta | ||||
| CISO | Weng,Chi-Shun | ||||
| Vice President | Su,Chu-Ting |
- Percentage of remuneration and compensation paid to Directors and Officers by the Company and all companies of the consolidated statements accounts for net income after taxes for the recent two years.
| Percentage of remuneration and compensation paid to Directors and Officers by the Company and all companies of the consolidated statements accounts for net income after taxes for 2021 |
Percentage of remuneration and compensation paid to Directors and Officers by the Company and all companies of the consolidated statements accounts for net income after taxes for 2022 |
|---|---|
| 3.63% | 5.11% |
The 2022 annual remuneration of directors and compensation of employees was decided in accordance with the Company's articles of incorporation. If gained profits within a fiscal year, the Company shall allocate at a maximum of 3% of the profits as directors’ remuneration, and allocate no less than 1% of the profits as employees’ compensation. The decision for directors' remuneration was based on the board performance evaluation results of such aspects as the participation in the operation, the quality of the board of directors’ decision-making, alignment of the goals and missions of the Company, awareness of the duties
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of a director, management of internal relationship and communication, the director’s professionalism and continuing education, internal control, etc. The decision for officers’ compensation was based on the performance appraisal indicators such as the length of service and position, performance, contribution to the Company's operation, industry benchmark, the Company’s profitability, etc.
The directors’ remuneration and officers’ compensation were proposed to the board of directors after the resolution based on the performance evaluation results, the company’s operational performance, and future risk exposure approved by the remuneration committee, and processed after the approval of the board of directors. The directors’ remuneration and employees’ compensation will also be reported at the shareholders' meeting. The Company's remuneration committee and the board of directors will review the remuneration policies of directors and officers in a timely manner based on the actual operating conditions and relevant laws and regulations, in order to balance the Company's sustainable operation and risk control.
-
The planning and operation of the succession of board members and senior management: 5.1 Succession planning for board members
- There are currently 10 directors (including 3 independent directors) for the Company. The nomination and selection of directors take into account the overall capacity and diversity of the board of directors, and adjust the composition of members according to the results of performance evaluation and the need for substantive operations. The succession planning of the board of directors includes the succession of the senior management of the group, and the recruitment of external professionals with background of business management, law, accounting, industry, technology, or marketing.
-
5.2 Succession planning for senior management
-
The succession planning for senior management of the Company is mainly constructed as follows:
-
(1) Based on the future development strategy, define the positions and talent needs of the company, and review the succession planning regularly in response to changes in operations and strategies.
-
(2) Develop competent talents with potential and capacities to enter the succession planning talent pool, and establish a comprehensive training mechanism and talent development plan for the talent pool.
-
(3) Timely promote the mid-level managers as deputies for the high-level managers, and understand the development of the middle-level management through performance appraisal and as a reference for succession planning.
-
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III. Corporate Governance
1. Operation of Board of Directors
Operation of Board of Directors:
Current member’s term of office: August 9, 2021 to August 8, 2024
The Board of Directors held meetings 5 times in 2022. Attendance status of Directors is as follows:
| Title Chairman Vice Chairman Director Director Director Director Director Independent Director Independent Director Independent Director |
Name United Glory Co., Ltd. Representative: Chiu, Sun-Chien United Glory Co., Ltd. Representative: Chern, Kuo-Jong Cotek Pharmaceutical Industry Co., Ltd. Representative: Yeh, Nan-Horng Sonnen Limited Representative: Yeh, Po-Len Yen, Kuang-Yu Huang, Yung-Fang Ni, Shu-Ching Chen, Fu-Yen Tsai, Tyau-Chang Lo, Chun-Pa |
Attendance in Person 5 5 5 5 5 5 5 5 5 5 |
Attendance by Proxy 0 0 0 0 0 0 0 0 0 0 |
Attendance Rate (%) 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% |
Remarks - - - - - - - - - - |
|---|---|---|---|---|---|
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Other disclosures:
1.1
-
(1) Securities and Exchange Act §14-3 resolutions: Not applicable.
-
(2) Resolutions of the board of directors with objected or reserved opinions by independent directors and with records or written statements: Not applicable.
-
1.2 Execution of the directors' interests evasion: The directors have avoided the proposal with personal stake.
-
1.3 The goals for strengthening the powers of the board of directors and performance evaluation:
-
(1) Set up functions committees: For the purpose of developing supervisory functions and strengthening management mechanisms, the Company has set up audit committee, remuneration committee, and nominating committee.
-
(2) Enhance corporate governance: The Company has established corporate governance best practice principles, risk management policy, and regulations governing the board performance evaluation, and also discloses corporation governance information in accordance with the relevant laws.
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-
Board of Directors performance evaluation
-
2.1 Evaluation cycles: Conducting an internal board performance evaluation every year
-
2.2 Evaluation periods: From Jan. 1, 2022 to Dec. 31, 2022
-
2.3 Scope and method of evaluation: The performance evaluation of the board as a whole, individual board members and functional committees, including audit committee, remuneration committee, and nominating committee.
-
2.4 Method of evaluation: The internal evaluation of the board, self-evaluation by individual board members, and the internal evaluation of audit committee, remuneration committee, and nominating committee. The units conducting evaluations is nominating committee.
-
2.5 Criteria of evaluation:
-
2.5.1 The board of directors performance evaluation
-
(1) Participation in the operation of the company;
-
(2) Improvement of the quality of the board of directors' decision making;
-
(3) Composition and structure of the board of directors;
-
(4) Election and continuing education of the directors;
-
(5) Internal control.
-
-
2.5.2 The board members performance evaluation
-
(1) Alignment of the goals and missions of the company;
-
(2) Awareness of the duties of a director;
-
(3) Participation in the operation of the company;
-
(4) Management of internal relationship and communication;
-
(5) The director's professionalism and continuing education;
-
(6) Internal control.
-
-
2.5.3 Functional committee’s performance evaluation
-
(1) Participation in the operation of the company;
-
(2) Awareness of the duties of the functional committee;
-
(3) Improvement of quality of decisions made by the functional committee;
-
(4) Makeup of the functional committee and election of its members;
-
(5) Internal control.
-
-
-
2.6 Performance evaluation results: The 2022 performance evaluation results of the board, the board members, audit committee, remuneration committee, and nominating committee are all ‘outstanding’, and have been reported to the board of directors on February 24, 2023. The results of the performance evaluation will be used as a reference for the remuneration of individual directors or functional committee members and the nomination of continuation in office.
3. Operation of Audit Committee
The Audit Committee assists the Board of Directors in performing its supervision functions. It is also responsible for tasks defined by the Company Act, Securities and Exchange Act and other relevant regulations. The operation of Audit Committee is based on the Audit Committee Charter. The Audit Committee shall convene at least once quarterly. 5 meetings were held in 2022. It also maintains good communication channels with the Company’s internal audit manager and the CPA.
The major annual review matters of Audit Committee were as follows:
(1) Financial statements.
(2) Internal control system.
- (3) Material transaction of asset acquisition, intercompany loans, and endorsement and guarantee.
(4) The audit plan and implementation of the internal audit unit.
(5) Appointment, remuneration and independence assessment of the CPA.
(6) Revising principles and regulations related to corporate governance and corporate social responsibility.
.
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Operation of Audit Committee
Current member’s term of office: August 9, 2021 to August 8, 2024
The Audit Committee held meetings 5 times in 2022. Attendance status of Independent Directors is as follows:
follows: |
|||||
|---|---|---|---|---|---|
| Title Independent Director Independent Director |
Name Chen, Fu-Yen Tsai, Tyau-Chang |
Attendance in Person 5 5 |
Attendance by Proxy 0 0 |
Attendance Rate (%) 100% 100% |
Remarks |
| Independent Director |
Lo, Chun-Pa | 5 | 0 | 100% |
Other disclosures:
3.1 (1) Securities and Exchange Act §14-5 resolutions
| Date | Resolutions | The Opinions of All Independent Directors and the Company’s Actions to theOpinions |
|---|---|---|
| Mar. 16, 2022 | 1. 2021 Parent company only financial statements and consolidated financial statements. 2. To increase capital from employees' compensation for 2021. 3. The Company intends to endorse the guarantee for a subsidiary. 4. Fund loans between subsidiaries of the Company. 5. The Company's Auditor of financial statements and Audit Fee for 2022. 6.2021Statementof InternalControlSystem. |
All independent directors approved |
| Apr. 20, 2022 | 1. Distribution of 2021 Retained Earnings. 2. 2021 cash dividends distribution from retained earnings. 3. Cash distribution from capital surplus. 4. To revise the Procedures for Acquisition or Disposal of Assets. 5. 2021 business report and 2022 business plan. 6. The Company intends to loan funds to subsidiaries. 7. Fund loans between subsidiaries of the Company. |
|
| Jul. 27, 2022 | 1. 2022 Q2 consolidated financial statements. 2. The Company intends to loan funds to subsidiaries. 3.Fundloans betweensubsidiaries of the Company. |
|
| Aug. 29, 2022 | 1. To adjust the group's organizational structure. 2. Early termination of fund loans between subsidiaries of the Company. |
|
| Oct. 26, 2022 | 1. The Company intends to loan funds to subsidiaries. 2. A subsidiary’s cash distribution from capital surplus. 3. Early termination of the Company’s endorsement and guarantee for a subsidiary. . 4. The Status that the Company regularly evaluates the independence of auditor. 5. 2023 annual audit plans. 6. To revise the Regulation of Insider Trading. 7. To revise the Procedures for Handling Material Inside Information. 8. The Company's "Corporate Social Responsibility Best Practice Principles" was revised to "Sustainable |
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| Date | Resolutions | The Opinions of All Independent Directors and the Company’s Actions to theOpinions |
|---|---|---|
| Development Best PracticePrinciples". |
-
(2) There was no resolution that was not approved by the Audit Committee but was approved by two thirds or more of all Directors.
-
3.2 Execution of the independent directors' interests evasion: None.
-
3.3 The communication between the independent directors and the internal audit manager and the CPA: The Company’s independent directors communicate with the CPA by the way of meetings, discussions, telephone calls or e-mails through the audit committee or separately to discuss the review results of the financial statements and related laws and regulations such as accounting, taxation, and securities management. If major issues occur, a meeting can be convened at any time.
The Company’s independent directors communicate with the internal audit manager by the way of meetings, discussions, telephone calls or e-mails through the audit committee or separately to discuss the company's audit-related works, audit reports, and the condition of discovering problems and tracking improvements. If major issues occur, a meeting can be convened at any time.
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(1) The major items of communication between the independent directors and the CPA
| Date | The Major Items of the Communication | The suggestions of independent directors and the Company’s action tothe suggestions |
|---|---|---|
| Mar. 16, 2022 (separate meeting) |
The consolidated financial statement and independent auditor's report result for 2021 and Important audit events. |
No suggestion from independent directors |
| Apr. 20, 2022 (separate meeting) |
The consolidated financial statement and independent auditor's report result for the first quarter of 2022 and Important review events. |
No suggestion from independent directors |
| Jul. 27, 2022 (separate meeting) |
The consolidated financial statement and independent auditor's report result for the second quarter of 2022 and Important review events. |
No suggestion from independent directors |
| Oct. 26, 2022 (separate meeting) |
The consolidated financial statement and independent auditor's report result for the third quarter of 2022 and Important review events. |
No suggestion from independent directors |
(2) The major items of communication between the independent directors and the internal audit manager
| Date | The Major Items of the Communication | The suggestions of independent directors and the Company’s action to the suggestions |
|---|---|---|
| Mar. 16, 2022 (separate meeting) |
Implementation of the audit plan for the fourthquarterof 2021 |
No suggestion from independent directors |
| Apr. 20, 2022 (separate meeting) |
Implementation of the audit plan for the firstquarterof 2022 |
No suggestion from independent directors |
| Jul. 27, 2022 (separate meeting) |
Implementation of the audit plan for the second quarterof 2022 |
No suggestion from independent directors |
| Oct. 26, 2022 (separate meeting) |
Implementation of the audit plan for the thirdquarter of 2022 |
No suggestion from independent directors |
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| Deviation from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and the reason for deviation. |
Deviation from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and the reason for deviation. |
- | - | - | - | |
|---|---|---|---|---|---|---|
Implementation Status |
Summary Description | The Company established and disclosed the corporate governance best practice principles based on ‘Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies,’ with a dedicated ‘Corporate Governance’ section on the Company’s website for all investors to inquire the Company’s corporate governance regulations. |
The Company has set up an investor relations team and appointed a professional stock transfer agency to handle matters such as shareholder suggestions or doubts. |
The Company regularly collects the shareholdings of directors and officers. |
To ensure sound financial and business interactions between the Company and its affiliates and to prevent non arm's-length transactions and improper channeling of interests with respect to the purchase and sale of goods, the acquisition and disposal of assets, the provision of endorsements and guarantees, and loans of funds between the Company and its affiliates, the Company has established Rules Governing Financial and Business Matters Between the Company and its Related Parties and the Rules have been approved by the Board of Directors. The Rules not only include the management procedures for the purchase and sale of goods, the acquisition and disposal of assets, but also stipulate that all significant transactions of this nature shall be submitted to the board of directors for approval before being carried out. The actual transaction shall be reported in the most recent shareholders’ meeting after the end of a fiscal year. |
|
| No | ||||||
| Yes | V | V | V | V | ||
Evaluation Item |
1. Does the Company establish and disclose the Corporate Governance Best-Practice Principles based on “Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies”? |
2. Shareholding Structure and Shareholders’ Rights | (1) Does the Company establish an internal operating procedure to deal with shareholders’ suggestions, doubts, disputes and litigations, and implement based on the procedure? |
(2) Does the Company possess the list of its major shareholders as well as the ultimate owners of those shares? |
(3) Does the Company establish and implement the risk management and firewall system between it and its affiliated companies? |
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| Deviation from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and the reason for deviation. |
Deviation from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and the reason for deviation. |
- | - | -30- | |
|---|---|---|---|---|---|
| Implementation Status | Summary Description | The Company has established Regulation of Insider Trading and conducted education & promotion on Regulation of Insider Trading and related regulations for current directors, officers and all employees at least once per year. The education & promotion for newly elected directors and appointed officers shall be arranged within 3 months of taking office. The education & promotion for new employees shall be arranged by HR division during their education training. In 2022, relevant education & promotion for current directors, officers and all employees was conducted from January 4 to December 30. The total education training hours of regulation of insider trading for 2022 were 57.17 hours with a total of 686 participants in relevant courses . The training content includes the confidentiality of material information, and the prohibition of using undisclosed information to engage in insider trading or disclosing it to others, so as to prevent others from using such undisclosed information to engage in insider trading. The course briefings and audio-visual files are placed in the Company's internal system to provide new employees with relevant education training. On October 28, 2022, the board of directors of the Company approved the amendment to Regulation of Insider Trading. Directors shall not trade the Company’s shares during the blackout period of 30 days prior to the announcement of the annual financial reports and 15 days prior to the announcement of the quarterly financial reports. The Company notified the directors on November 30, 2022 of the meeting dates for 2023 board of directors, and the blackout period prior to the announcement of the annual and quarterly financial reports, so as to avoid the directors from accidentally violating the regulations. Subsequent notifications about the blackout period prior to the announcement of the annual and quarterly financial reports will be provided regularly to the directors. |
The diversity policy for the Company’s board members is | ||
| No | |||||
| Yes | V | V | |||
| Evaluation Item | (4) Does the Company establish internal rules against insiders trading with undisclosed information? |
3. Composition and Responsibilities of the Board of Directors |
(1) Does the Board formulate diversity policies, specific |
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| Deviation from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and the reason for deviation. |
Deviation from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and the reason for deviation. |
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|---|---|---|---|
| Implementation Status | Summary Description | as follows: The structure of the Company's board of directors shall be determined by choosing an appropriate number of board members in consideration of business scale, the shareholdings of major shareholders, and practical operational needs. The composition of the board of directors shall be determined by taking diversity into consideration. An appropriate policy on diversity based on the company's business operations, operating dynamics, and long-term development needs shall be formulated and include, without being limited to, the following two general standards: 1. Basic requirements and values: gender, age, nationality, and culture. 2. Professional knowledge and skills: a professional background (e.g., law, accounting, industry, finance, marketing, or technology), professional skills, and industry experience. All members of the board shall have the knowledge, skills, and experience necessary to perform their duties. To achieve the ideal goal of corporate governance, the board of directors shall possess the following abilities: 1. Ability to make operational judgments. 2. Ability to perform accounting and financial analysis. 3. Ability to conduct management administration. 4. Ability to conduct crisis management. 5. Knowledge of the industry. 6. International market perspective. 7. Ability to lead. 8. Ability to make policy decisions. There are ten directors, three of them are independent directors, for the Company. Each director has his or her own professional background, including business management, leadership decision, industry knowledge, financial accounting, international marketing, etc. The specific management objectives of the Company's board member diversity policy are that each of the eight abilities that the board of directors shall possess is at least possessed by five directors, and at least four of the eight |
|
| No | |||
| Yes | |||
| Evaluation Item | management objectives and implement it accordingly? |
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| Deviation from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and the reason for deviation. |
Deviation from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and the reason for deviation. |
- | - | - | -32- | |
|---|---|---|---|---|---|---|
| Implementation Status | Summary Description | abilities are possessed by individual board member. The management objective of diversity policy is reached by the Company's current board of directors and all individual board members. The abilities possessed by individual board members of the Company is as note1. |
The Company has set up nominating committee. Please refer to the operation of nominating committee section disclosed in annual report or the Company's website. |
The Company has established regulations governing the board performance evaluation and its evaluation method, regularly conducts performance evaluation every year, and submits the results of performance evaluation to the board of directors. The 2022 performance evaluation results of the board, the board members, audit committee, remuneration committee and nominating committee are all “outstanding”, and have been reported to the board of directors on February 24, 2023. The results of the performance evaluation will be used as a reference for the remuneration of individual directors or functional committee members and the nomination of continuation in office. Please refer to Board of Directors performance evaluation section disclosed in annual report or the Company's website. |
The audit committee and the board of directors of the Company evaluate the independence and suitability of the certified public accountants each year. In addition to requiring certified public accountants to provide "statement of independence" and "audit quality indicators (AQIs)", they also they also evaluate according to the five dimensions and 13 indicators of audit quality indicators. It is confirmed that the accountant has no other financial interests and business relationships with the Company except for the fees for certification and tax cases, and the family members of the accountant also do not violate the requirements of independence. In addition, refer to the AQI indicator information, it is confirmed that the accountant and the firm meet the standards in terms of audit experience and training hours. The certified public accountant has no |
|
| No | ||||||
| Yes | V | V | V | |||
| Evaluation Item | (2) Does the Company voluntarily establish other functional committees in addition to the Remuneration Committee and the Audit Committee? |
(3) Does the Company establish regulations governing the board performance evaluation and its evaluation method, regularly conduct performance evaluation every year, submit the results of performance evaluation to the board of directors, and base the determination of remuneration, the election or nomination of an individual director on the evaluation results? |
(4) Does the Company regularly evaluate the independence of accountants? |
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| Deviation from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and the reason for deviation. |
Deviation from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and the reason for deviation. |
- | -33- | |
|---|---|---|---|---|
| Implementation Status | Summary Description | disciplinary records by the CPA Disciplinary Committee in the past two years. The evaluation results, after approved by the Audit Committee on February 23, 2023, were submitted to and approved by the Board of Directors on February 24, 2023 of the resolution on the evaluation of the independence and suitability of the accountants. |
The Company, approved by the board of directors, has appointed a chief corporate governance officer to be in charge of corporate governance affairs. The main duties include handling of matters relating to board of directors meetings and shareholders meetings in compliance with law, preparation of minutes of the board of directors meetings and shareholders meetings, assistance in onboarding and continuing education of the directors, provision of information required for performance of duties by the directors, assistance in the directors' compliance of law. The performance of duties for 2022 was as following: 1. Assisted independent directors and directors in performing their duties, provided required information, and arranged directors' further education: (1) Provided onboard directors revision and development of the latest laws and regulations regarding company management field and corporate governance, and updated them regularly. (2) Reviewed the confidential level of relevant information and provided the company information required by the directors, maintained smooth communication between the directors and officers. (3) Assisted in arranging relevant meetings when, in accordance with the corporate governance best-practice principles, independent directors needed to meet with the internal audit supervisor or accountants individually to understand the company's finance and business. (4) Assisted independent directors and directors to formulate annual training plans and arrange courses based on the company's industrial characteristics and directors' academic and professional experience background. 2. Assisted that the procedures and resolutions of board of |
|
| No | ||||
| Yes | V | |||
| Evaluation Item | 4. Does the Company have an adequate number of corporate governance personnel with appropriate qualifications and appoint a chief corporate governance officer to be in charge of corporate governance affairs. (including but not limited to providing data demanded by directors and supervisors, assisting directors and supervisors with legal compliance, handling matters relating to board meetings and shareholders meetings according to laws, and producing minutes of board meetings and shareholders meetings)? |
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| Deviation from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and the reason for deviation. |
Deviation from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and the reason for deviation. |
|
|---|---|---|
| Implementation Status | Summary Description | directors meetings and shareholders meetings were in compliance with laws: (1) Confirmed whether the convening of the company's shareholders meetings and board of directors meetings were in compliance with relevant laws and corporate governance best-practice principles. (2) Assisted and reminded the directors of the laws and regulations to be followed when performing duties or making a formal resolution of the board of directors, and made suggestions when the board of directors will make a resolution in violation of the laws. (3) Checked the release of material information on important resolutions of the board of directors after the meetings, and ensured the legality and correctness of the content of the material information for the transaction information equality of investors. 3. Informed directors of the agenda for board of directors seven days before the meeting, convened a meeting and provided meeting materials, reminded directors to recuse if there is a conflict of interest in the agenda items in advance, and completed the minutes of the board of directors meetings within 20 days after the meetings. 4. Registered the date of the shareholders meeting in advance in accordance with the law, prepared meeting notices, handbook, meeting minutes within the statutory deadlines, and handled registration of change matters in the revised articles of incorporation or director election. Training situation: Professional training is arranged in accordance with the requirements of “Operation directions for compliance with the establishment of board of directors by TWSE listed companies and the board's exercise of powers”. Please refer to note 2. |
| No | ||
| Yes | ||
| Evaluation Item |
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| Deviation from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and the reason for deviation. |
Deviation from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and the reason for deviation. |
- | - | - | - | - | - | -35- | |
|---|---|---|---|---|---|---|---|---|---|
| Implementation Status | Summary Description | The Company has set up a stakeholder section on our website with a dedicated email for stakeholder communication and contact. Any question, suggestion, or voice regarding issues of corporate social responsibilities can be channeled through this mailbox for open and effective communication. |
The Company appoints Chinatrust Commercial Bank Transfer Agency to deal with shareholder affairs. |
The financial, business and corporate governance information has been disclosed on the Company's website. Investors can also access the Company's material information through the market observation post system. |
The Company has set up an English website, and has a spokesman for external communication and designated personnel to disclose information about the Company and the institutional investor conferences at market observation post system in accordance with the statutory requirements. |
The Company announced and reported the 2022 annual financial statements within two months after the end of the fiscal year, and announced and reported quarterly financial statements as well as the operating status of each month before the prescribed deadline. |
1. The Company provides information on relevant regulations that directors should pay attention to at any time. 2. The directors of the Company attended the board of directors in good condition and all met the requirements of the laws. 3. If the proposal has a stake in the directors, the director is required to evade. 4. The Company has purchased the liability insurance for directors which was approved by the board of directors. 5. The Company protects the legitimate rights and interests of employees in accordance with the provisions of Labor Standards Act, and establishes a good relationship of mutual trust with employees through the welfare system |
||
| No | |||||||||
| Yes | V | V | V | V | V | V | |||
| Evaluation Item | 5. Does the Company establish a communication channel and build a designated section on its website for stakeholders (including but not limited to shareholders, employee and suppliers), as well as handle all the issues they care for in terms of corporate social responsibilities? |
6. Does the Company appoint a professional shareholder transfer agency to deal with shareholder affairs? |
7. Information Disclosure | (1) Does the Company have a corporate website to disclose the financial, business, and corporate governance information? |
(2) Does the Company have other information disclosure channels (e.g. building an English website, appointing designated people to handle information collection and disclosure, implementing a spokesman system, webcasting investor conferences)? |
(3) Does the Company publish and report its annual financial report within two months after the end of a fiscal year, and publish and report its financial reports for the first, second and third quarters as well as its operating status for each month before the specified deadline? |
8. Is there any other important information to facilitate a better understanding of the Company’s corporate governance practices (including but not limited to employee rights, employee wellness, investor relations, supplier relations, rights of stakeholders, directors’ and supervisors’ training records, the implementation of risk management policies and risk evaluation measures, the implementation of customer relations policies, and purchasing liability insurance for directors and supervisors)? |
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| Deviation from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and the reason for deviation. |
Deviation from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and the reason for deviation. |
9. Please describe the improvement status according to the result of cooperate governance evaluation announced by cooperate governance center of TWSE, and the first priority improving items and measures on non-improving items. The evaluation ranking of the Company's 2021 and 2022 corporate governance evaluations are both 6% to 20%. The Company plans to keep strengthening the board structure, improving information transparency, and implementing corporate social responsibility. |
|
|---|---|---|---|
| Implementation Status | Summary Description | enhancing the stability of employees' lives, and completed educational trainings. |
|
| No | |||
| Yes | |||
| Evaluation Item |
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| Ability to Ability to Ability to Ability to Knowledge of International Ability to lead Ability to |
make perform conduct conduct crisis the industry market make policy |
Directors Gender operational accounting management management perspective decisions |
judgments and financial administration |
analysis | Chiu, Sun-Chien Male v v v v v v v v |
Chern, Kuo-Jong Male v v v v v v v v |
Yeh, Nan-Horng Male v v v v v v v v |
Yeh, Po-Len Male v v v v v v v v |
Yen, Kuang-Yu Male v v v v v v v |
Huang, Yung-Fang Male v v v v v v |
Ni, Shu-Ching Female v v v v v v |
Chen, Fu-Yen Male v v v v v v v |
Tsai, Tyau-Chang Male v v v v v v |
Lo, Chun-Pa Male v v v v v v v |
Note 2: Professional training of corporate governance officer | Organization Course Course Date Training Hours |
Securities & Futures Institute The Future Development of Metaverse and Cryptocurrency Blockchains 2022/07/07 3 |
Securities & Futures Institute 2022 Prevention of Insider Trading Promotion Conference 2022/10/14 3 |
Securities & Futures Institute Talking about corporate tax governance and tax technology solutions from the perspective of ESG trends and the epidemic environment 2022/12/20 3 |
Securities & Futures Institute How should directors and supervisors supervise business risk management and crisis 2022/12/21 3 |
management | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
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| Independent Director (member) Lo, Chun-Pa Business management, accounting and financial analysis Working experience: 27 years 0 Note : (1) Whether the person, the person’s spouse, or relatives within the second degree serve as directors, supervisors, or employees of the company or its affiliated companies: none; (2) The shareholding numbers and proportion by the person, the person’s spouse, or relatives within the second degree: 0; (3) Whether the person serves as a director, a supervisor or an employee of a company with specific relationship to the company: none; (4) The amount of remuneration received for providing business, legal, financial, accounting and other services to the company or its affiliates in recent two years: 0. |
|||
|---|---|---|---|
| Number of other public companies concurrently serving as an independent director |
0 | 0 | 0 |
| Independent Status | Please refer to statement of note | ||
| Professional qualifications and experience | Legal profession, crisis management Working experience: 44 years |
Business management, strategic planning Working experience: 40 years |
Business management, accounting and financial analysis Working experience: 27 years |
| Criteria Title / Name |
Tsai, Tyau-Chang | Chen, Fu-Yen | Lo, Chun-Pa |
| Independent Director (convener) |
Independent Director (member) |
Independent Director (member) |
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| 5.2. Operation of Remuneration Committee status 1. There are 3 members of the Remuneration Committee. 2. Current member’s term of office: August 9, 2021 to August 8, 2024 The Remuneration Committee held meetings 2 times in 2022. Attendance status of members is as follows: |
Other disclosures: 1. If advice of the Remuneration Committee was not adopted or modified by the Board of Directors, the meeting date, period, content of proposals, meeting resolution, and the Company’s action to the advices of the Remuneration Committee should be disclosed: None 2. If resolutions of the Remuneration Committee were objected or reserved with records or written statements by any member, the meeting date, period, content of proposals, opinions of all members, and action to the member’s opinions should be disclosed: None 3. The discussion item and resolution results of the Remuneration Committee, and the Company’s action to the advices of the Remuneration Committee: Member Lo, Chun-Pa 2 0 100% |
||||||
|---|---|---|---|---|---|---|---|
The Company’s action to the advices of the Remuneration Committee |
Processed as the resolution results of the remuneration committee. |
Processed as the resolution results of the remuneration committee. |
|||||
| Remarks | |||||||
| Attendance Rate (%) |
100% | 100% | 100% | ||||
Resolution results |
Approved by all members of the committee. |
Approved by all members of the committee. |
|||||
| Attendance by Proxy |
0 | 0 | 0 | ||||
| Content of proposals | 1. Distribution of 2021 directors’ remuneration and officers’ compensation. 2. Subsequent ratification of 2021 officers’ salary adjustments. 3. 2022 officers’ salary adjustments. |
1. Approve 2022 year-end bonus for officers. |
|||||
| Attendance in Person |
2 | 2 | 2 | ||||
| Name | Tsai, Tyau-Chang | Chen, Fu-Yen | Lo, Chun-Pa | ||||
| Title | Convener | Member | Member | ||||
| Date | Mar. 16, 2022 |
Oct. 26, 2022 |
|||||
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| 6.Operation of Nominating Committee 1. The Company established a Nominating Committee in October 2019. The qualifications for the selection of the nomination committee member are possessing professional capabilities in business management, strategic planning, accounting and financial analysis as a whole, and are capable to contribute to the operation and decision-making of the committee. The committee is composed of three independent directors. The convener and chairman of the meeting, Chen, Fu-Yen, has the abilities of business management and strategic planning. The independent director, Tsai, Tyau-Chang, has the abilities of legal profession and crisis management. The independent director, Lo, Chun-Pa, has the abilities of business management and accounting and financial analysis. All of which meet the professional abilities required by the committee. The major duties of the nominating committee are as follows: (1) Developing the standards of independence and a diversified background covering the expertise, skills, experience, gender, etc. of members of the board, and finding, reviewing, and nominating candidates for directors based on such standards. (2) Establishing and developing the organizational structure of the board and each committee, and evaluating the performance of the board, each director, and each committee. (3) Establishing and reviewing on a regular basis programs for the succession plans of directors and senior executives. 2. There are 3 members of the Nominating Committee. 3. Current member’s term of office: August 9, 2021 to August 8, 2024 The Nominating Committee held meetings 2 times in 2022. Professional qualifications and experience, and attendance status of members are as follows: |
|
|---|---|
Attendance Rate (%) 100% 100% 100% |
|
Attendance by Proxy 0 0 0 |
|
Attendance in Person 2 2 2 |
|
Professional qualifications and experience Business management, strategic planning Legal profession, crisis management Business management, accounting and financial analysis |
|
Name Chen, Fu-Yen Tsai, Tyau-Chang Lo, Chun-Pa |
|
Title Convener Member Member |
|
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| The Company’s action to the resolutions of the nominating committee |
Processed as the resolution results of the nominating committee. |
Processed as the resolution result of the nominating committee. |
|---|---|---|
| Resolution results | Approved by all members of the committee. |
Approved by all members of the committee. |
| Content of proposals | 1.2021 Board and functional committees performance evaluation results. |
1. Conduct 2022 performance evaluation of the board of directors and functional committees. |
| Date | Mar. 16, 2022 | Oct. 26, 2022 |
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| Deviation from the ‘Sustainable Development Best Practice Principles for TWSE/TPEx-Listed Companies’ and Reasons |
Deviation from the ‘Sustainable Development Best Practice Principles for TWSE/TPEx-Listed Companies’ and Reasons |
- |
|---|---|---|
| Implementation Status | Summary | The company has the Board of Directors as the highest level of governance. The ESG Center is established under the President's Office with representatives from each department serving as the ESG committee members. Since 1997, it has been promoting various key ESG topics such as corporate governance, R&D innovation, environmental responsibility, human resources and social care, while reporting the progress to the board at least once a year. Five topics were reported to the board in October 2022, including (1) the effectiveness of corporate social responsibility implementation, (2) status of stakeholder communication, (3) status of climate-related financial disclosure (TCFD) projects, (4) promotion and implementation of risk management, (5) promotion and implementation of integrity management. We will continue to work diligently towards accomplishing our six main goals and commitments, and refining the company's ESG comprehensive development strategy: (1) adhering to sustainable goals and the spirit of integrity, (2) implementing Green Energy Policy and Environmental |
| No | ||
| Yes | � | |
| Assessment Item | 1. Has the company established a governance structure to promote sustainable development and set up full- time (part-time) units to promote sustainable development, and has the board authorized senior management to execute under the board's supervision? |
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| - | - | |
|---|---|---|
| Responsibility, (3) sustainable talent development and safe workplace, (4) partnership, service and quality, (5) innovative R&D to yield a rich and convenient world, (6) warming the hearts of people |
The company implements corporate governance obligations, maintains sustainable business goals, and controls the internal and external economic, social and environmental risks that the company's operations may face. Among the three risk areas, the environmental risk disclosure covers only Hsinchu operations, while the scope of economic and social risk disclosure also includes our offices in Dazhi, and Southern Taiwan Science Park. All departments should clearly identify the relevant risks that may affect the operation or sustainable development of the enterprise according to their authorities and responsibilities. Further, they are required to monitor potential risks and do preventive measures to strengthen risk management, improve systemic resilience, and achieve the goal of risk control, thereby safeguarding shareholders' rights and interests, enhancing competitiveness, and laying the foundation for the sustainable operation and development of the company. |
In 2006, the company passed ISO14001 Environmental Management Systems verification, and in addition completed the |
| � | � | |
| 2. Does the company conduct risk assessments on environmental, social, and corporate governance issues related to company operations in accordance with the principle of materiality, and formulate relevant risk management policies or strategies? |
3. Environmental Issues (1) Does the Company establish proper environmental management systems based on the |
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| - | - | |
|---|---|---|
| ISO14001:2015 revision verification in October 2020. We continue to march towards accomplishing both the systemization of environmental management, and the realization of environmental sustainability. |
The Company has environmental and energy policies, including compliance with environmental laws and regulations, active resource management to achieve effective utilization, strengthening pollution prevention, promotion of education and training, and continuous improvement plans. The Company also continuously invests in R&D to develop a variety of low-power products to reduce the impact on the environment. |
The company refers to the four core elements of governance, strategy, risk management, as well as indicators and targets in the "Task Force on Climate-Related Financial Disclosures" (TCFD) framework to identify the potential risks and opportunities brought about by climate change, and comprehensively examine the possible impact of climate change on Realtek's business operations to formulate and implement countermeasures due to climate change, so that various impacts of climate change can be effectively monitored, controlled and quickly responded to. Relevant assessment results and countermeasures taken will be published in the current year’s ESG report. |
| � | � | |
| characteristics of its industries? | (2) Does the Company endeavor to utilize all resources more efficiently and use renewable materials that have a low impact on the environment? |
(3) Does the Company monitor the impact of climate change on present and future operations and evaluate related opportunities? Does it establish measures to respond to climate change related impacts? |
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| - | - | |
|---|---|---|
| The company attaches great importance to the sustainable development of the environment and ecology. Self-check and annual disclosure on greenhouse gas discharge have been done since 2019. In terms of management policies, Realtek actively checks the energy consumption data of the factory area, focusing on electricity, air conditioning, air compressors, and the IT room, in order to carry out an evaluation, and propose relevant optimization management plans. Various measures have been taken, such as replacing old electrical fixtures and fittings with new energy-saving models, the greater utilization of LED lighting, and recycling rainwater for reuse. In 2021 and 2022, 1.848 million kWh and 2.812 million kWh of electricity were saved respectively. 24,921.21 metric tons and 26,462.88 metric tons were generated in 2021 and 2022, respectively, per Greenhouse Gas internal check. Water usage was 50.64 and 42.86 liters, respectively, in 2021 and 2022. The total industrial waste produced was 37.9 and 31.87 metric tons in 2021 and 2022, respectively. |
The Company abides by labor-related laws and regulations in each location, protects the legitimate rights and interests of employees, and follows the spirit and basic principles of |
|
| -45- | ||
| � | � | |
| (4) Does the Company take inventories of greenhouse gas emissions, water use, and waste volume during the past two years? Does it adopt guidelines to conserve energy and reduce carbon and greenhouse gases emissions, water use, and waste generation? |
4. Social Issues (1) Does the Company comply with relevant laws and regulations and the International Bill of Human Rights? Does it adopt relevant management policies |
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| - | - | - | |
|---|---|---|---|
| human rights protection announced in the International Bill of Human Rights, the International Labor Organization - Declaration on Fundamental Principles and Rights at Work, the United Nations Global Compact and other international human rights conventions to formulate Realtek’s human rights policies and related practices so as to enhance human rights awareness and create an environment that respects human rights, while promoting it both in staff training courses, and executive staff seminars. |
The Company establishes and implements appropriate employee welfare measures, including employee compensation, workplace diversity and equality, vacation system, various allowances, gifts and subsidies, as well as appropriate wage and remuneration, so that employees can share the Company’s operational achievements. |
The Company provides employees with a safe and healthy working environment, inspects the working environment twice a year according to the law, conducts regular employee health inspections and emergency response fire drills every year, and obtained the ISO45001 Occupational Safety and Health System in 2020. There were no occupational accidents in 2022. |
Through the ‘Realtek Enterprise University’, comprising six college courses (Newcomer |
| � | � | � | |
| and processes? | (2) Does the Company establish and implement appropriate remuneration mechanisms (including wages, vacation, and other benefits) and reflect the corporate business performance or achievements in the employee remuneration policy? |
(3) Does the Company provide safe and healthful work environments for employees, and does it organize training on safety and health for employees on a regular basis? |
(4) Does the Company establish effective training programs to foster employees’ career skills? |
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| - | - | - | |
|---|---|---|---|
| Speed College, R&D Innovation College, Management Leadership College, Experiential Cognition College, Learning Organization College, Corporate Internship Creativity College), the Company integrates organizational competitiveness and sustainable development goals, and effectively links the development of employees' functions, assisting all colleagues in professional learning that takes into account both breadth and depth according to career development. The relevant employee training plans and implementation are also disclosed in the current-year’s ESG report. |
The Company follows the laws and regulations of the government and international guidelines in relation to customer health, safety, and privacy, as well as sales and labeling of its products and services, in order to protect the rights and interests of consumers. |
The Company establishes policies that require suppliers to adhere to environmental, occupational health and safety, and labor rights laws and regulations. |
Realtek publishes Sustainability /Corporate Social Responsibility reports in accordance with GRI standards to disclose business performance, corporate governance, stakeholder negotiation, social participation, |
| � | � | � | |
| (5) Does the Company follow the laws and regulations of the government and international guidelines in relation to customer health, safety, and privacy, as well as sales and labeling of its products and services? Does the Company establish policies to protect consumer rights and interests and provide a clear and effective procedure for accepting consumer complaints? |
(6) Does the Company establish policies to assess whether suppliers adhere to environmental, occupational health and safety, and labor rights laws and regulations, then follow up on implementation status? |
5. Does the Company adopt internationally recognized standards or guidelines when producing corporate social responsibility reports and other related reports to disclose the status of implementing non-finance related policies? Does the Company obtain a third- |
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| 6. If the company has established its Sustainable Development Code of Practice according to ‘Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies,’ please describe the operational status and differences: Realtek establishes its Sustainable Development Code of Practice in accordance with the ‘Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies’. Its operations is consistent with the spirit and principles of the Sustainable Development Code of Practice. |
7. Other important information to facilitate better understanding of the company’s implementation of corporate social responsibility: The Company actively participates in social welfare activities and actions, through sponsorships, donations to educational funds and training, the hiring of people with disabilities, and other deeds. |
|
|---|---|---|
| environmental protection, friendly workplaces, and employee care. The 2022 Realtek Corporate Social Report has passed the external verification by TUV NORD Taiwan Co., Ltd., confirming that it complies with the core options of GRI Standards and AA1000 AS (2008) Moderate Assurance (Type I). |
||
| party assurance or verification for the reports to enhance the reliability of the information in the reports? |
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| Implementation Status | Realtek's sustainable organizational structure has the Board of Directors as the highest guidance body, and the President's office as the highest management level, responsible for supervising the progress of ESG (Environmental, Social, and Governance) for each major theme. |
The main financial impacts of climate risks and opportunities are the increase in air-conditioning costs, the transformation costs of upstream suppliers, the cost of adding solar power generation facilities, and the management and communication costs of sustainable issues. Regarding the short-, medium-, and long-term financial impacts caused by various climate issues, they are all less than 1% of net revenue upon quantitative assessment. |
Regarding the short-, medium-, and long-term financial impacts caused by various climate issues, they are all less than 1% of net revenue upon quantitative assessment. |
Realtek's risk management scope includes risks pertaining to strategic planning, operational management, financial operations, and hazardous events. We also incorporate risks related to climate change, refer to ERM (Enterprise Risk Management) procedures, and through risk identification, risk measurement, risk monitoring, risk response, risk reporting and disclosure and other management procedures to ensure the continuous operation of Realtek and reduce the possible impact of risks. |
According to the sixth scientific assessment report (AR6) of the United Nations Intergovernmental Panel on Climate Change (IPCC), Realtek uses the Shared Social-Economic Pathways (SSP) and adopts SSP1-1.9, SSP2-4.5 and SSP5-8.5 to analyze three climate scenarios. In the short-term, medium-term and long-term time boundaries, under the ideal scenario where the temperature rise is controlled at 1.5°C, it is estimated that the main financial impact of climate change on Realtek will be less than 1% of net revenue. |
In response to climate-related risks, Realtek has actively planned for energy transformation. It plans to build a green power project with 10% of the contracted capacity within five years. It will install solar panels on the roofs of each office in Hsinchu Headquarters, adopting the mechanism of self-generation and self-use of electricity. The electricity obtained from the solar energy conversion is for the daily use of the office area. It is expected to create 1,149 kW of green energy in 2025, which can generate about 1,323,600 kWh of green electricity per year, equivalent to reducing carbon emissions of about 673.74 tCO2e. |
Not applicable. |
|---|---|---|---|---|---|---|---|
Item |
1. Describe board and management oversight and governance of climate-related risks and opportunities. |
2. Describe how the identified climate risks and opportunities affect the corporate business, strategy, and finances (short, medium, and long term). |
3. Describe the financial impact of extreme climate events and transitional actions. |
4. Describe how climate risk identification, assessment and management processes are integrated into the overall risk management system. |
5. If scenario analysis is used to assess resilience to climate change risks, the scenarios, parameters, assumptions, analysis factors adopted, and major financial impacts should be explained. |
6. If there is a transition plan for managing climate- related risks, describe the content of the plan, and the indicators and goals used to identify and manage physical risks and transition risks. |
7. If internal carbon pricing is used as a planning tool, the basis for setting the price should be stated. |
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| Realtek has committed to achieving the major goal of net zero carbon emissions by 2050. It plans to meet the goal by reducing total carbon emissions through various energy-saving and carbon- reduction measures such as the continuous development of low-carbon products, improvement of equipment energy efficiency, construction and certification of office buildings in accordance with green building standards, increased use of renewable energy, and implementation of MBO (Management by Objective) for supply chain carbon reduction. Net Zero Target and Schedule: �By 2030, reduce Scope 1 and Scope 2 carbon emissions of greenhouse gases by 50% compared with the base year of 2021. �By 2030, achieve 25% renewable energy usage. �By 2050, achieve net zero emissions. In addition, Realtek is actively deploying the green power project for energy transformation, and will install solar panels on the roof of its office building. It is expected to accumulate 1,323 self- generated Renewable Energy Certificates (RECs) by 2025. |
Realtek has been certified by the British Standards Institution (an impartial third-party organization), who confirmed that the Scope 1 and Scope 2 carbon emission data generated by its parent company in 2021 are of a reasonable assurance level. Please refer to pages 51-52 of the annual report for the greenhouse gas inventory and confirmation. |
|---|---|
| 8. If climate-related goals are set, the activities covered, scope of greenhouse gas emissions, planing schedule, annual progress and other information should be stated; if carbon offsets or renewable energy certificates (RECs) are used to achieve relevant goals, the source and quantity of carbon reduction credits to be offset or the number of renewable energy certificates (RECs) should be stated. |
9. Greenhouse Gas Inventory and Confirmation Status |
-50-
| 2.Greenhouse Gas Inventory and Confirmation Status | Basic Company Information �Companies with over 10 billion NTD in capital, the iron and steel industry, and the cement industry �Companies with between 5 billion and 10 billion NTD in capital �Companies with less than 5 billion NTD in capital Minimal disclosure according to the regulations of the Sustainable Development Roadmap of listed companies �Parent company individual check �Parent company individual certified �Consolidated financial report subsidiaries check �Consolidated financial report subsidiaries certified |
Certification Statement (Note) | The Greenhouse Gas Emissions with Realtek Semiconductor | Corporation for the period from 2021-01-01 to 2021-12-31 was verified, the direct greenhouse gas emissions 662.073 tonnes of CO2 equivalent. Data quality was considered acceptable in meeting the principles as set out in ISO 14064-1:2018. |
Certification Statement (Note) | The Greenhouse Gas Emissions with Realtek Semiconductor Corporation for the period from 2021-01-01 to 2021-12-31 was verified, the indirect greenhouse gas emissions from imported energy 24,259.144 tonnes of CO2 equivalent. Data quality was considered acceptable in meeting the principles as set out in ISO 14064-1:2018. |
The Greenhouse Gas Emissions with Realtek Semiconductor Corporation for the period from 2021-01-01 to 2021-12-31 was verified, the indirect greenhouse gas emissions from imported energy 24,259.144 tonnes of CO2 equivalent. Data quality was considered acceptable in meeting the principles as set out in ISO 14064-1:2018. |
|---|---|---|---|---|---|---|---|
| Certifying Institute |
BSI | Certifying Institute |
BSI | ||||
| Density (tCO2e/M NTD) (Note 2) |
0.006275 |
Density (tCO2e/M NTD) (Note 2) |
0.229935 |
||||
| Total Emissions (tCO2e) |
662.073 | Total Emissions (tCO2e) |
24,259.144 | ||||
| Scope 1 | Parent Company | Scope 2 | Parent Company | ||||
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==> picture [479 x 680] intentionally omitted <==
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| Deviation from the Ethical Corporate Management Best- Practice Principles for TWSE/TPEx Listed Companies and the reason for deviation. |
Deviation from the Ethical Corporate Management Best- Practice Principles for TWSE/TPEx Listed Companies and the reason for deviation. |
- | - | - | -53- | |
|---|---|---|---|---|---|---|
Implementation Status |
Summary Description | Per approval by the Board of Directors, the Company has established integrity management policies, integrity management codes, integrity management operating procedures and behavior guidelines and other integrity management related regulations, and announced them in the corporate governance section of the Company website for directors, managers and all employees to follow. |
The Company’s integrity management rules, integrity management operating procedures and behavior guidelines, ethical codes of conduct, employee codes of conduct, regulations for reporting unlawful and unethical behaviors, and other integrity management related regulations, have covered a risk assessment mechanism, and preventive measures against dishonest behavior. |
The Company clearly specifies operational procedures, guidelines, and a well-defined disciplinary and appeal system for handling violations in the prevention programs against dishonest |
||
| No | ||||||
| Yes | � | � | � | |||
Evaluation Item |
1. Establishment of ethical corporate management policies and programs |
(1) Does the company establish its ethical corporate management policies approved by the board of directors, and clearly specify in their rules and external documents the ethical corporate management policies and practices, and the commitment by the board of directors and senior management on rigorous and thorough implementation of such policies? |
(2) Does the company establish a risk assessment mechanism against unethical conduct, analyze and assess on a regular basis business activities within it’s business scope that are at a higher risk of being involved in unethical conduct, and establish prevention programs which at least include preventive measures against the conducts listed in article 7, paragraph 2 of Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies? |
(3) Does the company clearly specify operational procedures, guidelines, and well-defined disciplinary and appeal systems for handling violations in the prevention programs against unethical conducts, |
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| Deviation from the Ethical Corporate Management Best- Practice Principles for TWSE/TPEx Listed Companies and the reason for deviation. |
Deviation from the Ethical Corporate Management Best- Practice Principles for TWSE/TPEx Listed Companies and the reason for deviation. |
- | - | - | - | -54- | ||
|---|---|---|---|---|---|---|---|---|
| Implementation Status | Summary Description | behavior. The compliance situation is checked by the internal audit unit. The company also reviews the measures when necessary. |
The Company regularly conducts quality and credit evaluations for suppliers and customers. For those who have not passed the rating, they will be removed from the cooperation list. |
The Company's Administration Department is responsible for promoting the integrity of the business, the relevant units are responsible for the implementation, and the Internal Audit unit is independently responsible for auditing to ensure the implementation of the Company's integrity management philosophy, the results of which are reported to the Board of Directors at least once a year. (The execution results were reported to the Board of Directors on October 28, 2022) |
The Company’s code of integrity management, operating procedures and behavior guidelines for integrity management, codes of ethical conduct, and codes of employee conduct have covered policies to prevent conflicts of interest and communication channels for directors, managers and all employees to follow. |
The Company has established accounting systems, internal control systems, and internal auditing systems |
||
| No | ||||||||
| Yes | � | � | � | � | ||||
| Evaluation Item | implement such programs rigorously, and regularly review and correct the programs? |
2. Implement ethical corporate management | (1) Does the company evaluate business partners’ ethical records and include ethics-related clauses in business contracts? |
(2) Does the company establish an exclusively dedicated unit under the board of directors, which reports to the board of directors on a regular basis (at least once a year), on the establishment and supervision of the implementation of the ethical corporate management policies and prevention programs? |
(3) Does the company establish policies to prevent conflicts of interest and provide appropriate communication channels, and implement the policies? |
(4) Does the company establish effective systems for both accounting and internal control systems to facilitate |
-54-
| Deviation from the Ethical Corporate Management Best- Practice Principles for TWSE/TPEx Listed Companies and the reason for deviation. |
Deviation from the Ethical Corporate Management Best- Practice Principles for TWSE/TPEx Listed Companies and the reason for deviation. |
- | -55- | ||
|---|---|---|---|---|---|
| Implementation Status | Summary Description | in accordance with various regulations. The auditors, based on the result of assessment of the risk of involvement in unethical conduct, devise relevant audit plans to examine the compliance with the prevention programs against unethical conducts, and report to the board of directors on a regular basis. |
The Company has established a code of integrity management, integrity management operating procedures and behavior guidelines, a code of ethics and conduct, a code of conduct for all employees, and internal (outside) personnel reporting unlawful and unethical behaviors and other relevant measures, which are published on the Realtek corporate website to provide information for directors, employees, and stakeholders. In addition, the Company continues to carry out relevant education and training on integrity management and ethical behavior for employees and supervisors. The contents include the Company’s integrity management policies, employee code of ethical conduct, and channels for reporting unethical behaviors, etc., so as to promote the integrity management philosophy and ensure it is implemented in daily work. In 2022, the total hours related to integrity management education were 61.8 hours, and a total of 1,390 people participated in the courses. |
||
| No | |||||
| Yes | � | ||||
| Evaluation Item | ethical corporate management, and does the internal audit unit, based on the results of assessment of the risk of involvement in unethical conduct, devise relevant audit plans and examine accordingly the compliance with the prevention programs, or engage a certified public accountant to carry out the audit? |
(5) Does the company regularly hold internal and external educational trainings of ethical corporate management? |
3. Implementation status of the whistle-blowing system |
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| Deviation from the Ethical Corporate Management Best- Practice Principles for TWSE/TPEx Listed Companies and the reason for deviation. |
Deviation from the Ethical Corporate Management Best- Practice Principles for TWSE/TPEx Listed Companies and the reason for deviation. |
- | - | - | - | 5. If the Company has established Principles of Ethical Corporate Management based on Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies, please describe any deviation between the implementation and the principles. The Company has established integrity management policy, integrity management code, integrity management operation procedures and behavior guidelines, codes of ethical conduct, codes of employee conduct, and measures to report illegal or unethical behavior. No deviation is between the operation and the |
-56- |
|---|---|---|---|---|---|---|---|
| Implementation Status | Summary Description | The Company has established measures to report illegal or unethical behavior, created a way for reporting, and appointed an appropriate designated unit for reported cases. |
The Company’s code of integrity management, operating procedures and behavior guidelines for integrity management, and measures to report illegal or unethical behavior have covered standard operating procedures, follow-up measures to be taken after the investigation is completed, and related confidentiality measures for reported cases. |
The Company will take the necessary protective measures for the whistle-blowers, and promises that the Company's employees will not be subject to inappropriate disciplinary actions due to their whistle- blowing. |
The Company’s integrity management code, integrity management operating procedures and behavior guidelines, and other relevant regulations, as well as the implementation and operation of integrity management are disclosed on the Company’s website and MOPS, and are operated scrupulously. |
||
| No | |||||||
| Yes | � | � | � | � | |||
| Evaluation Item | (1) Does the company establish a concrete whistle- blowing system and incentive measures, create a convenient way for reporting, and appoint appropriate designated personnel for reported cases? |
(2) Does the company establish standard operating procedures, follow-up measures to be taken after the investigation is completed, and related confidentiality measures for reported cases? |
(3) Does the company adopt measures for protecting whistle-blowers from inappropriate disciplinary actions due to their whistle-blowing? |
4. Strengthening information disclosure Does the company disclose its ethical corporate management principles and the results of performance on the company’s website and MOPS? |
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| Evaluation Item Implementation Status Deviation from the Ethical Corporate Management Best- Practice Principles for TWSE/TPEx Listed Companies and the reason for deviation. Yes No Summary Description regulations.. 6. Other important information to facilitate a better understanding of the company’s ethical corporate management implementation: (e.g., review and amend the company’s principles) The Company complies with related laws and regulations including Company Act, Securities and Exchange Act, Business Entity Accounting Act, etc. to implement ethical corporate management 10. If the company has established corporate governance best-practice principles or related regulations, disclose the method of finding these: The Company’s Corporate Governance Best-Practice Principles and relevant regulations can be found on the corporate governance section of the Company’s website or Market Observations Post System. 11. Other important information to facilitate a better understanding of the state of the company's implementation of corporate governance may also be disclosed: The company in time discloses material information in accordance with regulations, and regularly holds institutional investor conference to present financial and business related information. |
Evaluation Item Implementation Status Deviation from the Ethical Corporate Management Best- Practice Principles for TWSE/TPEx Listed Companies and the reason for deviation. Yes No Summary Description regulations.. 6. Other important information to facilitate a better understanding of the company’s ethical corporate management implementation: (e.g., review and amend the company’s principles) The Company complies with related laws and regulations including Company Act, Securities and Exchange Act, Business Entity Accounting Act, etc. to implement ethical corporate management 10. If the company has established corporate governance best-practice principles or related regulations, disclose the method of finding these: The Company’s Corporate Governance Best-Practice Principles and relevant regulations can be found on the corporate governance section of the Company’s website or Market Observations Post System. 11. Other important information to facilitate a better understanding of the state of the company's implementation of corporate governance may also be disclosed: The company in time discloses material information in accordance with regulations, and regularly holds institutional investor conference to present financial and business related information. |
Evaluation Item Implementation Status Deviation from the Ethical Corporate Management Best- Practice Principles for TWSE/TPEx Listed Companies and the reason for deviation. Yes No Summary Description regulations.. 6. Other important information to facilitate a better understanding of the company’s ethical corporate management implementation: (e.g., review and amend the company’s principles) The Company complies with related laws and regulations including Company Act, Securities and Exchange Act, Business Entity Accounting Act, etc. to implement ethical corporate management 10. If the company has established corporate governance best-practice principles or related regulations, disclose the method of finding these: The Company’s Corporate Governance Best-Practice Principles and relevant regulations can be found on the corporate governance section of the Company’s website or Market Observations Post System. 11. Other important information to facilitate a better understanding of the state of the company's implementation of corporate governance may also be disclosed: The company in time discloses material information in accordance with regulations, and regularly holds institutional investor conference to present financial and business related information. |
Evaluation Item Implementation Status Deviation from the Ethical Corporate Management Best- Practice Principles for TWSE/TPEx Listed Companies and the reason for deviation. Yes No Summary Description regulations.. 6. Other important information to facilitate a better understanding of the company’s ethical corporate management implementation: (e.g., review and amend the company’s principles) The Company complies with related laws and regulations including Company Act, Securities and Exchange Act, Business Entity Accounting Act, etc. to implement ethical corporate management 10. If the company has established corporate governance best-practice principles or related regulations, disclose the method of finding these: The Company’s Corporate Governance Best-Practice Principles and relevant regulations can be found on the corporate governance section of the Company’s website or Market Observations Post System. 11. Other important information to facilitate a better understanding of the state of the company's implementation of corporate governance may also be disclosed: The company in time discloses material information in accordance with regulations, and regularly holds institutional investor conference to present financial and business related information. |
|---|---|---|---|
| Deviation from the Ethical Corporate Management Best- Practice Principles for TWSE/TPEx Listed Companies and the reason for deviation. |
regulations.. | 6. Other important information to facilitate a better understanding of the company’s ethical corporate management implementation: (e.g., review and amend the company’s principles) The Company complies with related laws and regulations including Company Act, Securities and Exchange Act, Business Entity Accounting Act, etc. to implement ethical corporate management |
|
| Implementation Status | Summary Description | ||
| No | |||
| Yes | |||
| Evaluation Item | |||
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11. Internal Control Status
11.1. Statement of internal control
Realtek Semiconductor Corporation Statement of Internal Control System
Date: February 24, 2023
Based on the findings of a self-assessment, Realtek Semiconductor Corporation (Realtek) states the following with regard to its internal control system during the year 2022:
-
Realtek’s board of directors and management are responsible for establishing, implementing, and maintaining an adequate internal control system. Our internal control is a process designed to provide reasonable assurance over the effectiveness and efficiency of our operations (including profitability, performance, and safeguarding of assets), reliability, timeliness, transparency of our reporting, and compliance with applicable rulings, laws and regulations.
-
An internal control system has inherent limitations. No matter how perfectly designed, an effective internal control system can provide only reasonable assurance of accomplishing its stated objectives. Moreover, the effectiveness of an internal control system may be subject to changes due to extenuating circumstances beyond our control. Nevertheless, our internal control system contains self-monitoring mechanisms, and Realtek takes immediate remedial actions in response to any identified deficiencies.
-
Realtek evaluates the design and operating effectiveness of its internal control system based on the criteria provided in the Regulations Governing the Establishment of Internal Control Systems by Public Companies (herein below, the ‘Regulations’). The Criteria adopted by the Regulations identify five key components of managerial internal control: (1) control environment, (2) risk assessment, (3) control activities, (4) information and communication, and (5) monitoring activities.
-
Realtek has evaluated the design and operating effectiveness of its internal control system according to the aforesaid Regulations. 5. Based on the findings of such evaluation, Realtek believes that, as of December 31, 2022, it has maintained, in all material respects, an effective internal control system (that includes the supervision and management of our subsidiaries), to provide reasonable assurance over our operational effectiveness and efficiency, reliability, timeliness, transparency of reporting, and compliance with applicable rulings, laws and regulations.
-
This Statement is an integral part of Realtek’s annual report for the year 2022 and prospectus, and will be made public. Any falsehood, concealment, or other illegality in the content made public will entail legal liability under Articles 20, 32, 171, and 174 of the Securities and Exchange Law.
-
This statement was passed by the board of directors in their meeting held on February 24, 2023, with none of the ten attending directors expressing dissenting opinions, and the remainder all affirming the content of this statement.
Realtek Semiconductor Corporation
Chairman: Chiu, Sun-Chien President: Yen, Kuang-Yu
-
11.2. The Company was not required to commission an independent auditor to audit its internal control system.
-
If there has been any legal penalty against the company or its internal personnel, or any disciplinary penalty by the company against its internal personnel for violation of the internal control system, during the most recent fiscal year or during the current fiscal year up to the publication date of the annual report, where the result of such penalty could have a material effect on shareholder equity or securities prices, the annual report shall disclose the penalty, the main shortcomings, and condition of improvement.: None
-
Major resolutions of the shareholders’ meeting and the board meetings from last year to the
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date of the annual report printed:
13.1. Major resolutions of 2022 shareholders’ meeting:
| Date | Proposals | Resolution Results And Implementation |
|---|---|---|
| June 8, 2022 | Ratification Items 1. 2021 business report and financial statements 2. Distribution of 2021 retained earnings Discussion Item 1. To revise the Articles of Incorporation 2. To revise the Procedures for Acquisition or Disposal of Assets |
Approved Approved Dividend record date: 2022/09/12 Payment date: 2022/10/07 Amount: NT$13,847,318,307 Approved Obtained the approval letter for registration change: 2022/06/21 Approved Announced on website and proceeded as the amended procedures by June 8, 2022. |
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13.2. Major Resolutions of Board Meetings
| Date | Summary of Major Resolutions | Resolution Results |
|---|---|---|
| Mar. 18, 2022 | 1. 2021 parent company only financial statements and consolidated financial statements. 2. Cause for convening 2022 regular shareholders’ meeting. 3. Adoption of the shareholders' proposals for 2022 shareholders’ meeting. 4. Employees’ compensation and Directors’ remuneration of 2021. 5. The Company intends to endorse the guarantee for a subsidiary. 6. Fund loans between subsidiaries of the Company. 7. To revise the Articles of Incorporation 8. The Company's auditor of financial statements and audit Fee for 2022. 9. 2021 Statement of Internal Control System. |
Approved by all attending directors |
| Apr. 22, 2022 | 1. Distribution of 2021Retained Earnings. 2. 2021 cash dividends distribution from retained earnings. 3. Cash distribution from capital surplus. 4. To revise the Articles of Incorporation 5. To revise the Procedures for Acquisition or Disposal of Assets 6. 2021 business report and 2022 business plan. 7. The Company intends to loan funds to subsidiaries. 8.Fundloans betweensubsidiaries of the Company. |
Approved by all attending directors |
| Jul. 28, 2022 | 1. The Company intends to loan funds to subsidiaries. 2. Fund loans between subsidiaries of the Company. |
Approved by all attending directors |
| Aug. 29, 2022 | 1.To adjust the group's organizational structure. 2.Early termination of fund loans between subsidiaries of the Company. |
Approved by all attending directors |
| Oct. 28, 2022 | 1. The Company intends to loan funds to subsidiaries. 2. A subsidiary’s cash distribution from capital surplus. 3. Early termination of the Company’s endorsement and guarantee for a subsidiary. . 4. 2022 year-end bonus principle for officers. 5. The Status that the Company regularly evaluates the independence of auditor. 6. 2023 annual audit plans. 7. To revise the Regulation of Insider Trading. 8. To revise the Procedures for Handling Material Inside Information. 9. The Company's "Corporate Social Responsibility Best Practice Principles" was revised to "Sustainable Development Best Practice Principles". 10. Appointment of Chief Information SecurityOfficer |
Approved by all attending directors |
| Feb. 24, 2023 | 1. 2022 parent company only financial statements and consolidated financial statements. 2. Cause for convening 2023 regular shareholders’ meeting. 3. Adoption of the shareholders' proposals for 2023 shareholders’ meeting. 4. Fund loans between subsidiaries of the Company. 5. The Company's auditor of financial statements and audit Fee for 2023. 6. 2022 Statement of Internal Control System. 7. Organization adjustmentof the Company. |
Approved by all attending directors |
| Apr. 21, 2023 | 1. 2023 Q1 consolidated financial statements. 2. The Company intends to loan funds to a subsidiary. 3. 2022 business report. 4. Employees’ compensation and Directors’ remuneration of 2022. 5. Distribution of 2022 Retained Earnings. 6. 2022 cash dividends distribution from retained earnings. 7. Cash distribution from capital surplus. 8. Establish the Company's " Rules Governing Financial and Business Matters Between the Company and its Related Parties". 9. Report of relatedpartytransactions in 2022. |
Approved by all attending directors |
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| Date | Summary of Major Resolutions | Resolution Results |
|---|---|---|
| 10. Approval of related party transactions. 11.Amendthe causeforconvening2023regularshareholders' meeting. |
-
Directors’ objections against the important resolution of board meetings from last year to the date of the annual report printed: None
-
Information of resignation or dismissal of persons related to the financial reports (including chairman, president, accounting officers, finance officers, internal audit manager, corporate governance officer, and R&D officers) from last year to the date of the annual report printed: None
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IV. Information Regarding Audit Fees
| Unit: NT$K | Unit: NT$K | |||||
|---|---|---|---|---|---|---|
| Accounting Firm Pricewaterhouse Coopers Taiwan |
Name of CPA Li, Tien-Yi Cheng, Ya-Huei |
Period Covered by CPA’s Audit 2022/01/01~2022/12/31 |
Audit Fee 4,650 |
Non-audit Fee Tax Compliance Audit 980 |
Total 5,630 |
Remarks |
-
Replaced the audit firm and the audit fee paid to the new audit firm was less than the payment of previous year: Not applicable.
-
Audit fee reduced not less than 10% compared to previous year: Not applicable.
V. Replacement of Independent Auditors
- Regarding the former CPA
| Replacement Date | March 30, 2023 | March 30, 2023 | March 30, 2023 | March 30, 2023 | March 30, 2023 |
|---|---|---|---|---|---|
| Replacement reasons and explanations |
The internal regular rotation of PricewaterhouseCoopers Taiwan | ||||
| Describe whether the Company terminated or the CPA rejected the appointment |
Parties Status |
CPA |
The Company | ||
| Appointment terminated automatically |
Not applicable |
Not applicable |
|||
| Appointment rejected (continued) |
Not applicable |
Not applicable |
|||
| The Opinions other than Unmodified Opinion Issued in the Last Two Years and the Reasons for the Said Opinions(Note) |
None | ||||
| Is there any disagreement in opinion with the Company |
YES | Accounting principles orpractices | |||
| Disclosure of Financial Statements | |||||
| Audit scope or steps | |||||
| Others | |||||
| No | � | ||||
| Explanation | |||||
| Supplementary Disclosure |
None |
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2. Regarding the Successor CPA
| rding the Successor CPA | |
|---|---|
| Name of accounting firm | PricewaterhouseCoopers Taiwan |
| Name of CPA | Li, Tien-Yi ; Cheng, Ya-Huei |
| Date of appointment | March 30, 2022 |
| Prior to the Formal Engagement, Any Inquiry or Consultation on the Accounting Treatment or Accounting Principles for Specific Transactions, and the Type of Audit Opinion that the CPA might issue on the Financial Report. |
None |
| Written Opinions from the Successor CPA are different from the Former CPA’s opinions. |
None |
VI. If the Company’s Chairman, President, Managers in charge of finance or accounting operations held positions within the auditor’s firm or its affiliates during last year, the name, title, and period of holding positions should be disclosed: None
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VII. Share transfer or share pledge of Directors, Officers and major shareholders holding more than 10% shares from last year to the print date of the annual report
- Changes in shareholding of Directors, Officers and major shareholders
| Title | Name | 2022 | 2022 | As of April 8,2023 | As of April 8,2023 |
|---|---|---|---|---|---|
| Shares increased (decreased) |
Pledge shares increased (decreased) |
Shares increased (decreased) |
Pledge shares increased (decreased) |
||
| Chairman | United Glory Co., Ltd. Representative: Chiu, Sun-Chien |
- | - | - | - |
| Vice Chairman | United Glory Co., Ltd. Representative: Chern,Kuo-Jong |
- | - | - | - |
| Director | Cotek Pharmaceutical Industry Co., Ltd.Representative: Yeh, Nan-Horng |
7,264,000 | |||
| Director | Sonnen Limited Representative:Yeh,Po-Len |
- | - | - | - |
| Director | Yen, Kuang-Yu | - | - | - | - |
| Director | Huang, Yung-Fang | - | - | - | - |
| Director | Ni, Shu-Ching | - | - | - | - |
| Independent Director | Chen, Fu-Yen | - | - | - | - |
| Independent Director | Tsai, Tyau-Chang | - | - | - | - |
| Independent Director | Lo, Chun-Pa | - | - | - | - |
| CEO | Chiu, Sun-Chien | - | - | - | - |
| Vice CEO & CFO | Chern, Kuo-Jong | - | - | - | - |
| President | Yen, Kuang-Yu | - | - | - | - |
| Chief Operating Officer | Huang, Yung-Fang | - | - | - | - |
| Vice President | Huang, Yee-Wei | - | - | - | - |
| Vice President | Lin, Ying-Hsi | (9,000) | - | - | - |
| Vice President | Chang, King-Hsiung | - | - | (10,000) | - |
| Vice President | Tsai, Jon-Jinn | - | - | - | - |
| Vice President | Wang, Po-Chih | - | - | - | - |
| Vice President | Chang, Jr-Neng | - | - | - | - |
| Vice President | Shen, Jia-Ching | - | - | - | - |
| Vice President | Lee, Shang-Ta | 5,000 | - | - | - |
| CISO | Weng, Chi-Shun (Note1) | - | - | - | - |
| Vice President | Su, Chu-Ting (Note1) | - | - | - | - |
Note 1: Weng, Chi-Shun was newly appointed officers since 2022.10.28. Su, Chu-Ting was newly appointed officers since 2023.02.24.
2. Information on stock transfer to related parties: None.
- Information on pledge of shares to related parties: None.
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VIII. The relationship between any of the Company’s top ten shareholders:
| VIII. The relationship between | any of the Compan | any of the Compan | y’s top ten sh | y’s top ten sh | areholders: | areholders: | ||
|---|---|---|---|---|---|---|---|---|
| April 8,2023 | ||||||||
| Name | Shareholding | Spouse & Minor Shareholding |
Shareholding by Nominee Arrangement |
Top Ten Shareholders who are Related Parties, Spouse, or Second-Degree Relatives |
||||
| Shares | % | Shares | % | Shares | % | Name | Relationship | |
| Fubon Life Insurance Co., Ltd. Representative: Richard M. Tsai |
23,523,000 | 4.59% | - | - | - | - | - | - |
| - | - | - | - | - | - | - | - | |
| Cotek Pharmaceutical Industry Co., Ltd. Representative: Yeh,Chia-Wen |
22,146,604 | 4.32% | - | - | - | - | - | - |
| - | - | - | - | - | - | - | - | |
| Cathay MSCI Taiwan ESG Sustainability High Dividend Yield ETF |
14,964,000 | 2.92% | - | - | - | - | - | - |
| Yuanta/P-shares Taiwan Dividend Plus ETF | 12,807,764 | 2.50% | - | - | - | - | - | - |
| Cathay Life Insurance Company, Ltd. Representative: Huang,Tiao-Kuei |
9,588,000 | 1.87% | - | - | - | - | - | - |
| - | - | - | - | - | - | - | - | |
| Nan Shan Life Insurance Co., Ltd. Representative: Yin,Chung-Yao |
9,438,000 | 1.84% | - | - | - | - | - | - |
| - | - | - | - | - | - | - | - | |
| Leicester Worldwide Corporation | 9,418,184 | 1.84% | - | - | - | - | - | - |
| New Labor Pension Fund | 9,339,348 | 1.82% | - | - | - | - | - | - |
| China Life Insurance Co., Ltd. Representative: Saloon Tham |
8,291,000 | 1.62% | - | - | - | - | - | - |
| - | - | - | - | - | - | - | - | |
| Vanguard Emerging Markets Stock Index Fund, A Series Of Vanguard International EquityIndex Funds |
6,713,959 | 1.31% | - | - | - | - | - | - |
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IX. The consolidated shareholdings and percentage of investments held by the Company, Directors, Officers, and the companies controlled directly or indirectly by the Company.
| December 31,2022 /Unit: shares:% | December 31,2022 /Unit: shares:% | December 31,2022 /Unit: shares:% | December 31,2022 /Unit: shares:% | |||
|---|---|---|---|---|---|---|
| Investments | Investments of the Company |
Investments directly or indirectly held by Directors, Officers, and the companies controlled directly or indirectlybytheCompany |
Consolidated | Investments | ||
| Shares | % | Shares | % | Shares | % | |
| Amber Universal Inc. | 41,432 | 100% | � | � | 41,432 | 100% |
| Realtek Singapore Private Limited |
116,059,638 | 100% | � | � | 116,059,638 | 100% |
| Realtek Investment Singapore Private Limited |
200,000,000 | 100% | � | � | 200,000,000 | 100% |
| Realsun Investments Co., Ltd | 28,000,000 | 100% | � | � | 28,000,000 | 100% |
| Hung-wei Venture Capital Co., Ltd. |
25,000,000 | 100% | � | � | 25,000,000 | 100% |
| Realking Investments Co., Ltd. | 29,392,985 | 100% | � | � | 29,392,985 | 100% |
| Realsun Technology Corporation |
500,000 | 100% | � | � | 500,000 | 100% |
| AICONNX Technology Corporation |
2,000,000 | 100% | � | � | 2,000,000 | 100% |
| Bobitag Inc. | 1,918,910 | 66.67% | � | � | 1,918,910 | 66.67% |
| EstiNet Technologies Inc. | 2,000,000 | 6.89% | � | � | 2,000,000 | 6.89% |
Note: The aforementioned are long-term investments under the equity method.
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Capital Raising
I. Source of Capital
| Year & Month 09/2017 04/2018 04/2020 04/2022 |
Authorized | Authorized | Paid-in | Paid-in | Remarks | Remarks | ||
|---|---|---|---|---|---|---|---|---|
| Issuing Price 10 10 |
Shares (K) 890,000 890,000 |
Amount ($K) 8,900,000 8,900,000 |
Shares (K) 506,506 508,095 |
Amount ($K) 5,065,062 5,080,955 |
Source of Equity Employees' compensation Employees' compensation |
Capital increase by assets other than cash - - |
Other Note 1 Note 2 |
|
| 10 | 890,000 | 8,900,000 | 510,685 | 5,106,849 | Employees' compensation | - | Note 3 | |
| 10 | 890,000 | 8,900,000 | 512,864 | 5,128,636 | Employees' compensation | - | Note 4 |
Note 1: The capitalization was approved by the Hsinchu Science Park Administration on Sep. 25, 2017 with an approval letter of No. 1060026285.
-
Note 2: The capitalization was approved by the Hsinchu Science Park Administration on Apr 11, 2018 with an approval letter of No. 1070010727.
-
Note 3: The capitalization was approved by the Hsinchu Science Park Administration on Apr 20, 2020 with an approval letter of No. 1090010606.
-
Note 4: The capitalization was approved by the Hsinchu Science Park Administration on Apr 13, 2022 with an approval letter of No. 1110011158.
| Type of share | Authorized Capital | Authorized Capital | Authorized Capital | Rk |
|---|---|---|---|---|
| Outstanding Shares | Un-issued Shares | Total | emars | |
| Common stock | 512,863,641 | 377,136,359 | 890,000,000 | Note |
Note: The authorized capital retains 80,000,000 shares for the issue of employee warrant shares. Shelf Registration: Not Applicable.
II. Structure of Shareholders
| April 8,2023 | April 8,2023 | |||||
|---|---|---|---|---|---|---|
| Structure of Shareholders |
Government Institutions |
Financial Institutions |
Other Institutional Investors |
Foreign Institutional & Individual Investors |
Individual Investors |
Total |
| Number of Shareholders | 0 | 41 | 475 | 1,156 | 60,302 | 61,974 |
| Shareholdings | 0 | 87,587,158 | 104,579,601 | 241,028,638 | 79,668,244 | 512,863,641 |
| Shareholding Percentage | 0.00% | 17.08% | 20.39% | 47.00% | 15.53% | 100.00% |
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III. Distribution of Shareholding
| I. Distribution of Shareholding | |||
|---|---|---|---|
| April 8,2023 | |||
| Category | Number of Shareholders |
Shareholdings | Shareholding Percentage |
| 1 to 999 |
45,193 | 3,849,237 | 0.75% |
| 1,000 to 5,000 |
14,056 | 24,267,179 | 4.73% |
| 5,001 to 10,000 |
1,125 | 8,208,161 | 1.60% |
| 10,001 to 15,000 |
348 | 4,289,106 | 0.84% |
| 15,001 to 20,000 |
174 | 3,101,550 | 0.60% |
| 20,001 to 30,000 |
191 | 4,702,015 | 0.92% |
| 30,001 to 40,000 |
102 | 3,542,330 | 0.69% |
| 40,001 to 50,000 |
87 | 3,905,275 | 0.76% |
| 50,001 to 100,000 |
238 | 16,998,399 | 3.31% |
| 100,001 to 200,000 |
159 | 22,897,833 | 4.46% |
| 200,001 to 400,000 |
122 | 35,097,390 | 6.85% |
| 400,001 to 600,000 |
36 | 17,300,633 | 3.37% |
| 600,001 to 800,000 |
35 | 24,880,866 | 4.85% |
| 800,001 to 1,000,000 |
15 | 13,315,893 | 2.60% |
| 1,000,001 and above | 93 | 326,507,774 | 63.67% |
| Total | 61,974 | 512,863,641 | 100.00% |
IV. List of Major Shareholders
| . List of Major Shareholders | ||
|---|---|---|
| April 8, 2023 | ||
| Shareholding Shareholder |
Shareholdings | Percentage of Shareholding |
| Fubon Life Insurance Co., Ltd. | 23,523,000 | 4.59% |
| Cotek Pharmaceutical Industry Co., Ltd. | 22,146,604 | 4.32% |
| Cathay MSCI Taiwan ESG Sustainability High Dividend Yield ETF | 14,964,000 | 2.92% |
| Yuanta/P-shares Taiwan Dividend Plus ETF | 12,807,764 | 2.50% |
| Cathay Life Insurance Company, Ltd. | 9,588,000 | 1.87% |
| Nan Shan Life Insurance Co., Ltd. | 9,438,000 | 1.84% |
| Leicester Worldwide Corporation | 9,418,184 | 1.84% |
| New Labor Pension Fund | 9,339,348 | 1.82% |
| China Life Insurance Co., Ltd. | 8,291,000 | 1.62% |
| Vanguard Emerging Markets Stock Index Fund, A Series Of Vanguard International EquityIndex Funds |
6,713,959 | 1.31% |
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V. Market price, net worth, earning, dividends per common share and related information over the last two years
| Item | Year | Year | 2021 | 2022 | As of March 31, 2023 |
|---|---|---|---|---|---|
| Market price per share |
Highest | 621 | 594 | 405 | |
| Lowest | 383 | 232.5 | 280 | ||
| Average | 508.23 | 377.37 | 358.18 | ||
| Net worth per share |
Before distribution | 76.26 | 91.16 | - | |
| After distribution | 51.08 | - | - | ||
| Earnings per share |
Weighted average shares | 510,684 (thousand shares) |
512,410 (thousand shares) |
512,863 (thousand shares) |
|
| Earnings per share | 33.00 | 31.62 | - | ||
| Dividends per share (Note4) |
Cash dividends | 25 | 26 | - | |
| Stock dividends |
Earning Distribution |
- | - | - | |
| Capital Distribution |
- | - | - | ||
| Accumulated unappropriated dividends |
- | - | - | ||
| Return on investment |
Price/earnings ratio (Note1) |
15.40 | 11.93 | - | |
| Price/dividend ratio (Note2) |
20.33 | 14.51 | - | ||
| Cash dividends yield (Note3) |
4.92% | 6.89% | - |
Note 1: Price/Earnings Ratio = Average Market Price / Earnings Per Share
Note 2: Price/Dividend Ratio = Average Market Price / Cash Dividends Per Share
Note 3: Cash Dividend Yield = Cash Dividends / Average Market Price Per Share
Note 4: Cash dividends filled in 2022 and 2021 represent the distribution of 2021 and 2020 retained earnings, respectively and exclude cash dividends from capital surplus.
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VI. Dividend Policy and Status of Execution
-
Dividend Policy under the Articles of Incorporation
-
The Company belongs to the integrated circuit design industry and is in the growth phase of the enterprise life cycle. After considering the long-term business development of the Company, matching future investment fund requirements, and the long-term financial planning of the Company, if there are profits at the end of fiscal year, the Company shall first offset the accumulated losses with profits after tax, and then shall contribute 10% of profit as legal reserve, unless the accumulated legal reserve has reached the amount of the Company’s total capital, and contribute or reverse special reserve in accordance with relevant laws or regulation by the competent authority. If there are net profits remained, the remaining net profits and the retained earnings from previous years shall be distributed as shareholders’ dividend after the distribution proposal is prepared by the board of directors. In case the distribution is in the form of issuing new shares, the distribution proposal shall be approved at a shareholders meeting. In case the distribution is in the form of cash, the distribution proposal is authorized to be approved by the board of directors. After considering financial, business, and operational factors, the Company may distribute the whole of distributable earnings of the current year, and may also distribute whole or part of the reserves in accordance with the law or the regulation by the competent authority. The dividend distributed to shareholders shall not be less than 50% of the increased distributable retained earnings for the current year.
-
When distributing dividends, the main consideration is the Company's future expansion of operating scale and requirement of cash flow. The cash dividends shall not be less than 10% of the total dividends distributed to shareholders in the current year.
-
According to Article 240, Paragraph 5, and Article 241, Paragraph 2 of the Company Act, the Company authorizes the distributable dividends, legal reserve, and capital reserve in whole or in part may be paid in cash after a resolution has been adopted by a majority vote at a meeting of the board of directors attended by two-thirds of the total number of directors, and in addition thereto a report of such distribution shall be submitted to the shareholders meeting.
-
2023 Annual Shareholders' Meeting report on the distribution of dividends for 2022: The Company’s dividend distribution from retained earnings for 2022, approved by the board of directors, was NTD 26 per share in cash.
-
VII. Impact to business performance and EPS resulting from stock dividend distribution: None.
VIII. Employees’ Compensation and Remuneration to Directors
-
1.Employees’ Compensation and Remuneration to Directors as Stated in the Articles of Incorporation:
-
If gained profits within a fiscal year, the Company shall allocate at a maximum of 3% of the profits as directors’ remuneration, and allocate no less than 1% of the profits as employees’ compensation. However, in case of the accumulated losses, certain profits shall first be reserved
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to cover the accumulated losses, and then allocate employees’ compensation and directors’ remuneration according to the proportion in the preceding paragraph.
The distribution of employees' compensation in the preceding paragraph shall be in cash or in stock, and shall be resolved with a consent of a majority of the directors present at a meeting attended by over two-thirds of the total directors. The distribution of director's remuneration and employee’ compensation shall be reported to the shareholders meeting.
The employees entitled to receive employees’ compensation may include the employees of subsidiaries of the Company meeting certain specific requirements. The requirements are determined by the board of directors or its authorized person.
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Accounting for Employee Compensation and Remuneration to Directors
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The Company accrued employees’ compensation and remuneration to directors based on a percentage of profit as stated in the Articles of Incorporation Article. If the accrued amounts differ from the actual amounts approved by stockholders’ meeting, the Company will recognize the change as an adjustment to income of next year.
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Employee compensation and Remuneration to Directors resolved by the Board of Directors
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3.1. The Proposal of 2022 Employees’ Compensation and Remuneration to Directors resolved at the Board of Directors held on April 21, 2023:
Unit: New Taiwan Dollars; shares
| Cash compensation 4,765,897,688 |
Employees’ Compensation Stock compensation Common Shares 0 0 |
Total 4,765,897,688 |
Remuneration to Directors Cash 120,000,000 |
Difference Difference Amount Treatment none Not applicable |
|---|---|---|---|---|
Note: the 2022 Employees’ compensation and directors’ remuneration resolved at the Board of Directors are the same as the accrued amounts in 2022.
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3.2. The ratio of employees’ stock compensation divided by the total of income after tax and employees’ compensation: The 2022 employees’ compensation is in cash so that it is not applicable.
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The actual distribution of employees’ compensation and directors’ remuneration for the previous fiscal year (with an indication of the number of shares, monetary amount, and stock price, of the shares distributed), and, if there is any discrepancy between the actual distribution and the recognized employee’s compensation and directors’ remuneration, additionally the discrepancy, cause, and how it is treated.
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Unit: New Taiwan Dollars; shares
| Cash compensation 3,965,355,284 |
Employees’ Compensation Stock compensation Common Shares 991,338,530 2,178,766 |
Total 4,956,693,814 |
Remuneration to Directors Cash 130,000,000 |
Difference Difference Amount Treatment none Not applicable |
|---|---|---|---|---|
Note: The actual distribution of employees’ compensation and directors’ remuneration is the same as accrued amounts in 2021.
IX. Status of Treasury Stocks: None
X. Status of Corporate Bonds: None
XI. Status of Preferred Stocks: None
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XII. Status of GDR
March 31, 2023
| March 31,2023 | |||
|---|---|---|---|
| Issuing Date Item |
Jan 24, 2002 | ||
| IssuingDate | Jan 24,2002 | ||
| Issuance &Listing | Luxembourg Stock Exchange. | ||
| Total Amount�US$� | 240,180,375 | ||
| OfferingPriceper Unit�US$� | 17.25 | ||
| Issued Units | 13,923,500 units | ||
| Underlying Securities | New shares issued for capital increase of cash and issued common shares held by shareholders of the Company |
||
| Common Shares Represented | 55,694,400 Common Shares | ||
| Rights and Obligations of GDR holders | According to the relevant instructions of thepublished manual |
||
| Trustee | N/A | ||
| DepositaryBank | Bankof NewYork Mellon | ||
| Custodian Bank | Mega International Commercial Bank | ||
| GDRs Outstanding | 313,463 units | ||
| Apportionment of the expenses for the issuance and maintenance |
In accordance with the contract of the underwriting syndicate and depositary bank |
||
| Terms and Conditions in the Deposit Agreement and Custody Agreement |
The company will provide necessary public information in accordance with the contract for the depositary bank to notify the depositarycertificate holder |
||
| Closing price per GDRs �US$) |
2022 | Highest | 79.59 |
| Lowest | 31.15 | ||
| Average | 50.57 | ||
| As of March 31 of 2023 | Highest | 53.01 | |
| Lowest | 36.65 | ||
| Average | 46.88 |
XIII. Status of Employee Stock Warrants: None
XIV. Status of Employee Restricted Stocks: None
- XV. Status of Mergers or Acquisitions, or as assignee of new shares issued by other companies: None
XVI. Status of Implementation of Fund Utilization Plan: Not Applicable
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Operations Overview
I. Business Overview
1. Business Scope
(1) Realtek’s Main Business Areas
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i. Research, development, production, manufacturing, and sales of various types of integrated circuits.
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ii. Provide software and hardware application design, testing, maintenance, and technical consulting services for various integrated circuit products.
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iii. Research, development, and the sale of various types of silicon intellectual property
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iv. Adjunct trade and sales that relate to Realtek’s core businesses
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(2) Percentage of Operating Revenue
| ercentage of Operating Revenue | |||
|---|---|---|---|
| Unit: NT$thousands | |||
| 2022 | IC Products | Other | Total |
| Net OperatingRevenue | 111,560,194 | 229,597 | 111,789,791 |
| Percentage of OperatingRevenue | 99.79% | 0.21% | 100% |
- (3) Current Products
Communications Network and Connected Media Products:
Ethernet Controller Series Ethernet PHY Transeiver Series USB Storage Bridge Controller Series UHD HDR Multimedia STB SoC Series Automotive Ethernet PHY Series Automotive Ethernet Highly-Integrated Switch Controller Series Integrated Wireless LAN (WLAN) and Bluetooth Network Controllers Series WLAN 802.11ax Dual Band AP/Router SoC Series Multifunction IoT SOC Series IoT SoC with Bluetooth Series IoT AI Wireless Network Camera SoC Series Bluetooth 5.2 LE SoC and Bluetooth 5.2 Audio SoC Series GNSS (Global Navigation Satellite System) IC Series Multi-Port Ethernet PHY Chipset Series Multi-Port Ethernet Switch Controller Chipset Series Multi-Port Ethernet Managed Switch Controller Chipset Series Highly-Integrated PON SOC Series Multi-Port PSE Controller Series VDSL 35B Network Router Controller Series
Computer Peripheral and Smart Interconnect Products:
HD-A Audio Codec Series High Voltage Audio Amplifier with Speaker Protection Series SoundWire Audio Codec Series USB 2.0 Audio Codec Series
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USB 2.0 to I2S Bridge Controller Series Hi-Fi Audio Codec Series for Mobile Devices Hi-Fi Audio DSP Series for Mobile Devices Boost Audio Amplifier with Speaker Protection Series for Mobile Devices Embedded USB Interface Image Signal Processor Chip Series with Edge AI Engine USB 2.0 Fingerprint Controller Series Highly-Integrated 5MP Edge AI IP Camera SoC Series PCIe/USB 3.2/USB 2.0 Card Reader Controller Series USB 3.0 Gen 1/USB 3.2 Gen 2 4-Port Hub Controller Series USB Type-C PD Controller Series USB 3.2 Gen2 Redriver Controller Series
Multimedia Products:
Integrated LCD Controller Series Integrated High Resolution Gaming LCD Controller Series DisplayPort Video Translator Series DisplayPort MST Hub Controller Series High-End Smart Connected LCD TV SoC Series Intelligent Display SoC Series 8K LCD TV Video Decoder and Processing Chip Series Super Resolution Image Enhancement SoC Series
- (4) Products Under Development
Communications Network and Connected Media Products:
Higher Specification Ethernet Controller Series Higher Specification Ethernet PHY Transeiver Series Higher Specification Storage Bridge Controller Series Higher Specification UHD HDR Multimedia STB SoC Series Automotive Ethernet High-Speed Cyber-Security PHY Series
High-Port Count Integrated Automotive Ethernet Cyber-Security Switch Controller Series Higher Specification Multi-Port Ethernet PHY Chipset Series
Higher Specification Multi-Port Ethernet Switch Controller Chipset Series Higher Specification Multi-Port Ethernet Managed Switch Controller Chipset Series Higher Specification Multi-Port Ethernet PSE Controller Chipset Series
Higher Specification Fiber Uplink High Bandwidth Managed Ethernet Switch Controller Series Higher Specification Highly-Integrated PON SOC Series
Higher Specification PON Laser Driver Series
New Generation Integrated Multi-Link Wireless LAN (WLAN) and Bluetooth Network Controller Series
Higher Specfication IoT SoC Integrating Wi-Fi, Bluetooth, and Smart Sensing Series Higher Specification IoT SoC Integrating Wi-Fi, Bluetooth, and Smart Voice Series Higher Specification, Highly-Integrated IoT AI Wi-Fi Camera SoC Series
Higher Specification, Highly-Integrated WLAN Dual Band AP/Router SoC Series
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Higher Specfication Bluetooth 5.3 Audio SoC Series Higher Specification Bluetooth 5.3 LE IoT SoC Series
Computer Peripheral and Smart Interconnect Products:
Higher Specification SoundWire Audio Codec Series USB 2.0 Audio Codec with DSP Series
Audio DSP Supporting Neural Network Computing Series High Voltage Audio Amplifier with Speaker Protection Series
Hi-Fi Audio Codec Series for Mobile Devices
Hi-Fi Audio Codec Series for Gaming Devices
Hi-Fi Audio Codec with Class-D Amplifier and SoundWire Interface Series for Mobile Devices Boost Audio Amplifier with Speaker Protection Series for Mobile Devices
Higher Specification Embedded USB Interface High Resolution Camera Controller with Edge AI Engine Series
Higher Specification USB 2.0 Fingerprint Controller Series
Higher Specfication High Resolution IP Camera Edge AI SoC Series PCIe SD 8.0 Card Reader Controller Series for Notebook Computer USB 3.2 Gen 2 7-Port Hub Controller Series
USB 4.0 Multi-Port Hub Controller Series
Type-C PD Controller Series Supporting EPR (Enhanced Power Rate) Highly-Integrated Low-Power Embedded Controller Series
Multimedia Products:
Higher Specification Integrated LCD Controller Series Higher Specification DisplayPort Video Translator Series Higher Specification DisplayPort MST HUB Controller Series
LCD TV SoC Series Supporting New Generation Video Decode Higher Specification SoC Series Supporting Streaming Video Decode and Display
2. Industry Overview
(1) Industry Status & Trends and Product Development & Competition
After the semiconductor industry experienced a supply shortage in 2021, the end market demand weakened. In 2022, the supply chain faced an inventory problem due to geopolitics, an epidemic, inflation, and other major environmental factors. According to Gartner's estimate, global semiconductor industry revenue in 2022 was US$601.7 billion, an increase of a mere 1.1% when compared to 2021. Analog (19% year-over-year increase) and discrete (15% year-over-year increase) components were the main growth areas, neither of which relate to Realtek's products lines. Realtek, working closely with upstream suppliers and downstream customers, and with the concerted efforts of all employees, once again delivered an annual revenue growth despite the many challenges presented over the course of the year. According to DigiTimes research, Realtek ranked seventh among the world's top ten IC design companies in 2022.
Communications Network and Connected Media Products:
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In terms of Ethernet, the wafer supply shortage in 2022 has been resolved, and Realtek can receive sufficient supply for the notebook computer, motherboard, Network Storage Device (NAS), game console, docking station, and USB-to-Ethernet adapter markets. In recent years, the Ethernet specifications in the computer and communication network market has gradually progressed from 1GBASE-T to 2.5GBASE-T. Realtek's second-generation 2.5GBASE-T controller is currently the standard configuration for flagship motherboards, and is expanding to include mid-to-highend models, switches, and accessories for network extension markets. In response to the highly digitalized post-pandemic market demand in 2023, Realtek will launch a higher-speed 5GBASET Ethernet solution, Users can use existing Cat 5e network cables to reduce the time and cost of re-cabling, and immediately enjoy the upgraded bandwidth of 5Gbps for highly effective living.
Due to the fact that huge amount of data is rapidly accumulated in the hands of every end user, the built-in storage capacity of the majority of computers and mobile phones is no longer sufficient, leading to the need for expansion accessories. Portable/external storage devices have higher security than cloud space and do not rely on networks. Traditional mechanical hard drives (HDD) have gradually been replaced by solid-state drives (SSD) that have faster transfer speeds and are both silent and shock-resistant. SSDs have many other advantages over HDDs, such as high-speed read and write, their small size, light weight and portability. Their price has become affordable for consumers and they are quickly taking over the hard drive market. External SSD interfaces are divided into the traditional SATA, and the new, higher-speed PCIe interfaces. Currently, SSD market suppliers can only provide bridge controller solutions with either a single USB-to-SATA, or USB-to-PCIe interface. Thus, Realtek launched the only solution in the global market that supports USB 10Gbps interface with auto-detection of PCIe/NVMe and SATA/AHCI dual protocols to enter the high-end SSD storage market. In 2022, Realtek also launched a USB 5Gbps to SATA/AHCI solution to serve the low-end traditional hard drive market. In 2023, Realtek will target the high-end market and launch the next-generation solution with USB 20Gbps to SATA/AHCI or PCIe/NVMe protocol, thereby providing a more comprehensive product portfolio to meet the diversified needs of the storage market.
In this era of rapid digital expansion, users have extremely high requirements for the read and write speed of memory cards. At the end of 2021, the SD Express memory card SD 7.0 was launched, which integrated the PCIe NVMe 1.3 protocol to achieve a maximum transmission speed of up to 985MB/s (three times faster than traditional UHS-II SD memory cards), driving demand for card readers that support this specification. In 2022, customers rapidly adopted Realtek's USB 10Gbps to SD Express bridge controller solution, leading to the world's first massproduced USB external SD Express card reader. The solution uses exclusive power-saving technology to effectively reduce the heat generated during high-speed transmission, providing a more stable and reliable storage environment for systems. It can be applied to high-end audio and video systems, medical equipment, edge computing devices, and the booming market of video creators, facilitating real-time browsing and editing of content through an external card reader after shooting.
In recent years, there has been a proliferation of OTT (over-the-top) services, and the pandemic
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has further driven consumer demand, leading to a continuous increase in the demand for OTT set-top boxes. This has also accelerated the networked IP transformation of the pay TV industry. Large telecom operators are fully transitioning to the IP network and launching their own OTT services or set-top boxes. For example, the largest operator in the United States integrated its OTT video services and introduced a global IP video platform in 2021 to support its services in all carrier countries, both in Europe and the US via a single IP platform. Other major telecom operators have also integrated their existing traditional linear TV or video on demand services with OTT, and launched their own set-top boxes.
In addition to the shift towards IP-based and OTT, open platforms rely on the support of App stores and better integrated architecture for premium apps to encourage operators to abandon the old closed systems and embrace open platforms. Google has launched Android TV, and the RDK Alliance has launched the RDK-V platform. Both have successfully attracted major operators to adopt them. Meanwhile, Netflix has launched the Netflix Scaling Program for the operator market (Hailstorm project based on Android TV, and the DaVinci project based on RDK) to accelerate its operators' launch of Hybrid OTT and IPTV set-top boxes that combine a network video to support Netflix.
The change in consumer viewing habits and the continuous demand for higher content quality have greatly increased security challenges for operators. To respond to the rapidly maturing market that provides products offering greater capabilities at lower prices, Realtek continues to develop set-top box solutions with new generations of UHD Multimedia Controllers, integrating the Multi-CAS security solutions to meet each operator’s requirements. In addition to integrating new-generation HDR and 3D audio technology, Realtek continues to develop new-generation video and audio codec technology to cope with the increasing resolution, providing complete and cost-competitive hardware and software reference designs with low power consumption to help customers develop high-performance set-top box products and seize business opportunities. Furthermore, by combining their own complete multimedia and network solutions, customers can gain an edge that competitors will find difficult to replicate.
Regarding the Ethernet switch market, Realtek has gained a market-leading position in embedded applications, such as Wi-Fi routers, IP phones, unmanaged switches, and smart switches. In recent years, the company's market share in managed switches has been steadily rising. In 2022, driven by the demand for communication network equipment during the pandemic, customer demand has increased significantly. Realtek's Layer 3 managed switch products have also been adopted by important customers. The company is leveraging this advantage to launch more cost-effective products.
Realtek started producing Ethernet Power Sourcing Equipment (PSE) in 2021, and along with its managed switch products successfully entered the supply chains of major customers. Both enjoyed significant revenue growth in 2022. Furthermore, the market for communication network products has grown against the market trend because of the pandemic. In the third quarter of 2022, Realtek launched a single-chip 5-port 2.5GBASE-T switch controller (supports 4-port
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2.5GBASE-T PHY and a single-port 10GBASE-T PHY), thereby further enhancing the depth and breadth of its product portfolio, along with expanding the growth momentum of the product line in order to penetrate a broader and higher-speed switch market in the future. Realtek's midto-high-end managed switch products have accumulated many important customers. In addition to the targeted major GbE (Gigabit Ethernet) market segment (241GBASE-T+410GBASE-T, 481GBASE-T+610GBASE-T), the Multi-GbE (Multi-Gigabit) market segment (242.5GBASE-T+410GBASE-T, 321GBASE-T+162.5GBASE-T+410GBASE-T) is also opening up with a focus on the Campus Network market. Important strategic customers have successfully entered mass production, and the business performance of managed switches has therefore grown significantly. Furthermore, in the second half of 2022, in order to respond to customer needs and market competition, Realtek launched new products by adopting a new process, built-in dual-core CPU, supporting 24/481GBASE-T+4*10GBASE-T interfaces to deliver a more competitive cost structure and power performance.
In 2022, as the COVID-19 pandemic continued to induce the demand for more bandwidth among end users, global operators accelerated the deployment and upgrading of fiber optical networks. Realtek has a relatively complete product roadmap for 10G-PON (including XG-PON and XGSPON), 2.5G PON, and 1G EPON. The product solutions include Home Gateway Units (HGU) and Single Family Units (SFU) with 4-port 1GBASE-T, 1-port 1GBASE-T+3-port 100BASE-T, and 1-port 1GBASE-T Ethernet ports that can meet the needs of the new global tender project.
China is still the region with the highest demand for optical fiber globally. Realtek has gained considerable market share in the Chinese market in recent years. With the impact of the pandemic, working from home (WFH) and remote learning have become new social needs, and XPON's broadband access technology is right there to provide a stable, high-bandwidth, and affordable home Internet environment. The next new market specification requires even greater bandwidth, and XG-PON products will become the mainstream broadband access equipment for homes. Since 2022, the number of tender projects by Chinese operators for XG-PON home gateway units has gradually increased. It is expected that the shipping volume of XG-PON in 2025 will surpass that of 2.5G PON products.
Carmakers in Europe, the United States, China, Japan, and Korea have already adopted Automotive Ethernet as the backbone of in-vehicle networks and have applied it to connect safety sensors, 360-degree camera systems, in-vehicle infotainment head units, and instrument panels. Realtek's automotive Ethernet products have been designated as golden samples for interoperability testing by IOP certification laboratories. This series of products has obtained certification from many automakers, adopted by Tier 1 suppliers, and entered mass production. Realtek continues to lead the world with its technological advantages and has launched secondgeneration automotive Ethernet products, including a high-port switch chip (Switch) supporting 100/1000BASE-T1 dual-mode and a PHY supporting 100/1000BASE-T1 dual-mode. It has been successfully adopted by European and US automakers and Tier 1 suppliers, and has become standard for the new generation of in-vehicle backbone networks in 2022~2023. Additionally, Realtek is cooperating with automotive manufacturers to integrate 10BASE-T1 technology into
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the next generation of Multiport Switches. A PHY controller that supports the new 2.5GBASET1 standard is also under development. In addition, the product roadmap includes the integration of MACsec to protect information security, as well as the XFI/BASE-KR interface that supports data bandwidth of up to 10Gbps for Ethernet to pair with the higher computing power in the main chips. These developments aim at meeting the demands of the intelligent networked automotive market in the next 3 to 5 years.
Regarding Wi-Fi products, in 2022 Wi-Fi 6 replaced Wi-Fi 5 as the mainstream Wi-Fi for the PC market. Concurrently, related manufacturers have started to plan for the release of Wi-Fi 7. The upgraded performance and new applications emphasized by this standard are expected to go into high-end products designed by ODM in 2023. After releasing the second generation Wi-Fi 6 in 2022, Realtek has successfully introduced it to PC customers for mass production to meet the current market trend. Wi-Fi 6E has also been adopted by various OEM customer projects in 2022, and is expected to contribute to revenue in 2023. Realtek plans to launch Wi-Fi 7 (802.11be) in 2023, introducing it step-by-step to PC OEM key customers, while entering mass production in 2024.
Compared to previous Wi-Fi, the low latency characteristics of Wi-Fi 6 enable new applications, such as AR/VR, to better demonstrate the fluent video transmission required by many of these product applications. European and American companies are the leaders in this field, and Realtek has been consistently strengthening the customer cooperation, along with placing huge emphasis on technical development to ensure that high quality products can be introduced smoothly into mass production.
The printer is another important application for Wi-Fi in the IT market, and even though this application does not emphasize high transmission rates, customers have begun considering highspec Wi-Fi for their future products due to the gradual increase in the overall penetration rate of Wi-Fi 6. In addition to hardware upgrades to Wi-Fi 6, customers also require additional features in order to provide end customers with greater convenience of use.
In the high-end TV segment post pandemic, customers seek high-spec Wi-Fi with competitive prices to support end products with good cost-performance ratios to stimulate the demand. WiFi specification for low-end TV is also influenced by the market and require upgrading. Customers can optimize their product portfolios and improve end product pricing by following Realtek's strategy of continually guiding customers toward higher specifications yielding a good cost-performance ratio, while simultaneously building technological barriers against market competition. In 2021, some set-top boxes in the Chinese market were downgraded to models without Wi-Fi or that required the use of Bluetooth due to insufficient Wi-Fi 5 supply. However, starting in the third quarter of 2022, major Chinese telecom operators began adding Wi-Fi 6 models to their set-top boxes to gradually upgrade the specifications of existing projects. New set-top box projects in both Europe and America use mainly Wi-Fi 6 to push for higher Wi-Fi revenue.
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Wireless surveillance devices (IP CAM), incorporating AI technology and IoT related applications, still maintain a long-term steady growth trend. Despite fierce competition from Chinese competitors, Realtek Wi-Fi has advantages in product performance, portfolio completeness, and brand trust, and will defend its position through appropriate pricing. Realtek will also seek to advance dual band IoT solutions and improve Wi-Fi specifications, targeting mid-to-high-end products and differentiating itself from competitors using unique features to capture different market segments. Outside of China, Realtek aims to gradually replace the mainstream Wi-Fi 5 2x2 dual band with the timely launch of the new generation Wi-Fi 6 2x2 solution.
For Wi-Fi access point/router integrated products, Realtek's Dual Band Mesh Router solution has stimulated new market demand through its excellent cost-performance, and in turn created new growth momentum. With the majority of work shifting to work-from-home (WFH), consumers are demanding routers with better performance to improve work efficiency at home. This has driven the strong demand for Wi-Fi 6 routers with superior performance advantages. In 2022, besides promoting AX1500/AX1800 in more regions, in Q2 Realtek launched high-end solutions such as AX3000 and tri-band AX5400, and actively developed Wi-Fi 7 to provide customers with more complete and comprehensive router product solutions.
Realtek has been working on its IoT product line for many years, offering customers a solution that combines smart control, voice, real-time video, and more. In 2022, the IoT market was first impacted by Amazon's selling privilege ban, followed by the large-scale lockdown in China, causing the Chinese market to focus on reducing inventory in the first three quarters. Additionally, the overall consumer market in Europe and the US experienced a significant slowdown due to both the war in Ukraine, and inflation, forcing customers to pause the transition towards new specifications. However, according to third-party market research reports, the overall IoT market will continue to grow steadily, with smart home devices still accounting for the majority of WiFi-enabled IoT devices. The smart home is the primary market for Realtek's IoT, and we have a complete series of IoT products with high integration, ultra-low power consumption, and high security. Every year, Realtek actively invests in R&D resources to develop new generations of Wi-Fi and Bluetooth technologies that support the latest IoT alliance standards and enable more AI applications. In addition to being recognized by top global brand customers in the smart home market, Realtek is also actively expanding IoT in industrial applications and medical fields, hoping to bring intelligence to various applications and provide better experiences for end users. Moreover, Realtek continues to collaborate with IoT-related organizations and leaders, and is a major partner in the latest IoT standard 'Matter' where Realtek has already released the firstgeneration product with major customers. We plan to release more products in 2023, creating a more complete smart home environment.
Bluetooth is widely built into products such as smartphones, TVs, set-top boxes, and smart speakers to help individuals and family members connect wirelessly via Bluetooth, so as to enjoy the convenience and user-friendly experience brought by Bluetooth earphones, sports wristbands, Bluetooth voice remote controls, and Bluetooth Mesh peripherals. These devices bring more
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convenient entertainment experiences, more user-friendly human-machine interactions, and faster and more responsive operation feedback.
True Wireless Stereo (TWS) earphones experienced slow growth from 2020 to 2022 due to the impact caused by the pandemic. Besides the trend of active noise-cancelling (ANC) earphones that can reduce external noise interference, emerging applications such as Bluetooth wireless microphones, Bluetooth gaming earphones, and spatial audio headsets provide additional options for different user groups. Thus, the continuing expansion of the Bluetooth audio application market is still within our expectation. Capitalizing on the good reputation of the first-generation Bluetooth solution, Realtek offered a convenient ANC mass production tool to help customers improve production efficiency, reduce costs, and ensure performance consistency, thereby gaining recognition from the market and being adopted by multiple well-known international brands. In 2022, Realtek launched a low-latency Bluetooth gaming earphone solution, and a Bluetooth calling watch, receiving positive feedback from the market. Realtek continues to play an important role in promoting Bluetooth audio solutions, working with supply chains and brand customers to provide consumers with better voice experiences, meet the market's expectations for the evolution of new features in Bluetooth earphones, and promote market growth, creating a win-win situation.
Realtek's BLE (Bluetooth Low Energy) series has received recognition among major international brands for voice-assist remote controllers, assisting the transition of remote controllers from infrared to Bluetooth, and providing a new generation of smart wristbands with large color display upgrade in Bluetooth wearable applications, thereby increasing the value and attractiveness of wearables. In addition, commercial applications of Bluetooth Mesh networks that support smart voice ecosystems are maturing and supporting the growth of Bluetooth peripheral products. In the future, with the low power consumption feature of Bluetooth and its online cloud services, Realtek's Bluetooth solutions will not only be used for personal entertainment and smart home applications, but will also enter industrial applications such as smart factories, property management, B2B transportation management, medical, and automotive. Realtek has also successfully entered the Electronic Shelf Label (ESL) market, providing customers with a diverse range of cross-domain applications.
Computer Peripheral and Smart Interconnected Products:
At the beginning of 2022, the market generally believed that the overall demand for PCs in 2022 would be similar to that of 2021 and would be supported by the commercial market. However, the outbreak of the Ukraine-Russia war and China’s Zero-COVID policy in the first half of the year had a negative impact on the overall economy. The subsequent substantial increase in interest rates once again hit the consumer market, causing a decline in consumer PC demand, and inventory levels in sales channels continued to rise. In the second half of the year, companies also reduced their spending, causing the commercial PC market to further depress, resulting in a 15% to 20% year-on-year decrease in PC shipments in 2022. Furthermore, geopolitical events have changed the semiconductor landscape, and the restructuring of the supply chain poses a major challenge to the entire industry. However, even during this economic downturn and period of
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extreme volatility, Realtek continues to improve and develop new products in preparation for a market rebound. Building on the success of the neural network AI Audio noise reduction algorithm that received market recognition in the past two years, Realtek launched AI beamforming, AI echo cancellation, and AI residual echo cancellation in 2022, comprehensively improving the user experience of PCs, conference devices, and live broadcast equipment, while expanding the application field of AI algorithms from conferences to content creators. In response to the possible specification changes in PC audio interfaces three years from now, Realtek continues to participate actively in specification definition and plans to create a complete product portfolio to help the industry and customers smoothly transition to the new specifications.
The pandemic has led to the need for not only quality voice calls, but also more convenient and clearer video for remote work and distance learning. In response to this, PC brands have upgraded their commercial models for frequent video conferencing from original HD resolution, to FHD, or 5MP resolution. In addition to improving the resolution of color video devices, many commercial, and flagship models of PC brands have also upgraded from the original hybrid HD RGBIR single lens, to the dual sensor dual-lens to support Microsoft Windows 10's built-in face recognition technology (Windows Hello face authentication). This not only improves the color visible light image to FHD or 5MP resolution, but also supports the 940nm wavelength band that is less affected by natural IR signal interference, providing users with a better biometric recognition experience.
In addition to the improvement in pixel quality, Realtek is leading the industry to launch the Video HDR (VHDR) solution, which eliminates facial shadows generated by backlighting when using a camera, and overcomes environmental limitations during video use. In the meantime, Microsoft has also proposed the HPD (Human Presence Detection) whitepaper to provide specifications for USB cameras for intelligent human-computer interaction and operating system collaboration, while simultaneously integrating Microsoft's facial recognition technology to provide users with increased power-saving and intelligent booting. In 2022, Realtek launched a series of ISP models with HD/FHD/5M resolutions that support dual-lens and Temporal Noise Reduction (TNR) specifications. In the second half of 2022, Realtek also introduced a USB camera integrated with edge computing solutions. Through strategic cooperation with major PC brand customers, Realtek plans to release the HPD solution, which supports 5MP, in April 2023. Driven by our passion to improve pixel/image quality, and intelligent features, we continue to provide PC camera application solutions that meet customer needs. We not only set the highest standards for video quality in the PC industry, but also provide consumers with the best user experience.
In terms of fingerprint recognition MoC (Match on Chip) hardware encryption MCU products, Realtek's third-generation encryption MCU meets MoC specifications to enter the high-end consumer fingerprint recognition PC market. In 2022, Realtek obtained approval as a supplier of Microsoft's fingerprint MCU and was put on the Approved Vendor List. In 2023, in collaboration with Microsoft's promotion program, Realtek will launch the fourth-generation encryption MCU, offering greater power efficiency, and providing a built-in hardware algorithm accelerator for
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faster computing. It also supports anti-spoofing and will enter the PC consumer and commercial models through the differentiating algorithm specifications.
In the field of IP camera single-chip solutions, in 2023, Realtek’s highly integrated AI surveillance camera single-chip has an exceedingly flexible Image Signal Processor (ISP), along with a high resolution of 2K/4K. Its high-performance dual-lens video stitching technology, combined with crystal clear night vision provides full-color noise reduction (3DNR) processing, meeting the mainstream market's demand trend for clear, far, and wide viewing surveillance cameras. Realtek’s highly integrated AI surveillance camera single-chip can support various CMOS image sensors from a host of brands on the market, thus satisfying customers' broad range of video preferences. This gilt-edged solution is also integrated with AV1 compression technology, providing high compression performance, low bandwidth video transmission, while simultaneously integrating NPU to support diverse, self-developed intelligent algorithms (face/human/vehicle detection, face capture, etc.) and open platforms with the flexibility to access third-party, or customer-developed algorithms. It also integrates audio and network functions with diverse peripheral interfaces, providing customers with unique, cost-effective, and highly integrated solutions for different product applications.
In the consumer electronics audio chip market, Realtek's unique low-power design and softwarehardware combined power-saving solution can effectively extend battery life. Combined with high-performance audio codec, built-in adaptive boost circuits, high-integration solutions such as D-class power amplifiers with speaker protection functions and equalizers, it can save external components for customers and effectively reduce the motherboard's size. In addition to the smartphone and game console markets, Realtek's low-power audio codec, smart audio power amplifier, and programmable audio DSP have been introduced to major brands and received high ratings. In recent years, Realtek has also collaborated with strategic partners to tap into the virtual reality (VR) and automotive voice market and has achieved results progressively.
Regarding card reader controllers, Realtek launched PCI Express and USB 3.0 multifunctional integrated card reader products to meet the needs of notebook and desktop computers. The product integrates both a memory card reader and smart card reader. Realtek is a pioneer in releasing devices that support the latest SD7.0 memory cards and Intel’s newest energy-saving products. Besides maintaining a leading market share, Realtek also expects to create new product applications, while providing greater value for customers.
Products supporting USB 3.0 are gaining popularity, and the demand continues to grow. Realtek's 4-Port USB 3.0 hub products have been adopted by many system manufacturers, and the shipment of these products is increasing. Realtek is leading the industry in the release of USB 3.1 GEN 2 hubs, many of which are already used by manufacturers on new platforms. Besides faster transmission and lower power consumption, Such hubs integrate USB Type-C functions to provide customers with the option of designing more refined products with higher specifications. Realtek has invested considerable resources in developing 7-port USB 3.2 hubs and new USB4 router products since the beginning of 2022 to expand its application market. The goal is to
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integrate existing technologies and products, to launch updated multifunctional hub products, and to provide customers with more diverse products.
With the introduction of USB Type-C, Realtek simultaneously released a series of highly integrated products that reduces overall design costs and refines product features. Manufacturers have already begun using them in a wide range of applications. Realtek will continue to develop products with improved specifications. In 2022, our solutions have successfully entered various PC manufacturers' markets, benefiting from the pandemic. In the future, Realtek will develop products based on customers' latest requirements to further expand our market share.
As PC applications increasingly focus on low power and security, Realtek is developing a highintegration low-power embedded controller (EC) chip. This chip will use advanced 32-bit MCUs and will have ample memory space, providing substantial system resources. Customers can innovate and develop with more flexibility, and use advanced processes and built-in hardware encryption engines to achieve power saving and security. With the popularity of the USB TypeC specification, Realtek's EC combined with USB Type-C chips can provide customers with more complete power control and data transmission solutions, and are expected to enter mass production and shipped out in the second half of 2023.
Multimedia Products:
New opportunities for LCD displays mainly come from the demand for high resolution, high refresh rate, superior color performance, and the latest external display interfaces. Professional displays with ultra-high resolutions and image quality are focal points of this competitive market. These include WFHD/QHD/WQHD/UHD, high image quality displays that support high dynamic range (HDR) or wide color gamut (WCG), and gaming displays that improve fast response experiences through higher refresh rates. For applications such as notebooks or desktop computers, Realtek provides DisplayPort to VGA video translator, and DisplayPort to HDMI video translator, which are widely used by tier-one and tier-two brand customers. Due to the widespread adoption of USB Type-C as the interface for video, data, and power transmission on notebooks, phones, and even Apple iPad Pro, the market demand for USB Type-C peripheral products rose significantly. In 2022, Realtek launched the latest low-power DP 1.4 to HDMI 2.1 video translator, DP 2.1/HDMI 2.1 video hub, and DP 2.1/HDMI 2.1 high-end LCD display monitor controller to the market, and became the first in the world to obtain VESA DP2.x certification, once again displaying our commitment towards continuously strengthening market competitiveness and injecting momentum into the next wave of growth.
With respect to LCD TVs, in addition to meeting the customer needs for mass production, Realtek continues to develop 8K (7680 x 4320) Smart Connected LCD TV SoCs, supporting UHD 60Hz/120Hz, as well as a new generation of 4K LCD Smart Connected TV SoC integrating various high dynamic range (HDR) functions. Realtek's TV decoder chip for 8K TV is equipped with all the necessary related technologies, providing customers with seamless solutions to upgrade to 8K TVs and giving LCD TV manufacturers more competitive products.
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To meet the high-quality requirements of high-end 4K/8K TVs, Realtek has developed an AI super-resolution fidelity recovery single chip, which uses a neural network to identify image scenes and objects, while dynamically and instantly removes the innate noise of the picture, suppresses distortion, and enhances the original low-resolution images to 4K/8K high-resolution images. This innovative technology won the 2022 COMPUTEX Taipei 'Golden Award' and ‘Best Choice of the Year Award'. Due to the pandemic, working from home has become a new trend over the past two years, and LCD screens not only need to meet office requirements, but also consumers' demands for multi-functional purposes, such as entertainment. Realtek will provide SoCs for these emerging intelligent displays to fulfill both consumer needs and demand trends.
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(2) The upstream, midstream, and downstream relationships in the industry.
- The IC manufacturing industry can be divided into upstream IC design and design services companies, midstream IC chip manufacturers, and downstream IC packaging and testing suppliers. IC design firms typically engage in design and sale of their own products or commissioned designs for other firms. Within the supply chain, they are knowledge intensive. Before the final product is completed, however, photo mask tooling, wafer fabrication, and product packaging and testing are needed. Generally, design firms contract external manufacturers to support these production and manufacturing processes.
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R&D Development
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(1) R&D Expenditure for the Past Two Years
| Unit: NT$ thousands | Unit: NT$ thousands | ||
|---|---|---|---|
| Year 2021 2022 |
Revenues 105,504,286 111,789,791 |
R&D Expenditures 27,949,765 30,081,533 |
Ratio (%) 26.49 26.91 |
- (2) Products Successfully Developed in the Past Year
Communications Network and Connected Media Products:
Ethernet Controller Series Ethernet PHY Transeiver Series
USB Storage Bridge Controller Series UHD STB SoC Series Automotive Ethernet PHY Series Automotive Ethernet Highly-Integrated Switch Controller Series Integrated OFDMA Wireless LAN (WLAN) and Bluetooth Network Controller Series WLAN 802.11ax Dual-Band Access Point/Router SoC Series
Low-Power and Multifunction IoT SoC Series IoT AI Wireless Network Camera SoC Series Bluetooth 5.2 LE SoC and Bluetooth 5.2 Audio SoC Series GNSS (Global Navigation Satellite System) IC Series
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Multi-Port Ethernet PHY Chipset Series Multi-Port Ethernet Switch Controller Chipset Series Multi-Port Ethernet Managed Switch Controller Chipset Series Highly-Integrated PON SOC Series Multi-Port PSE Controller Series
Computer Peripheral and Smart Interconnect Products:
HD-A Audio Codec Series USB 2.0 Low-Power Audio Codec Series Mini DSP (Digital Signal Processor) Series for Voice Input Processing SoundWire Audio Codec Series Single-Chip Audio Codec with Power Amplifier Series for Mobile Device Hi-Fi Audio Codec with DSP Series for Mobile Devices
Mobile Devices High Definition, High Efficiency Class-D Audio Amplifier with Equalizer and Speaker Protection Series
I2S Class-D Amplifier Series High Voltage Class-D Audio Amplifier Series SoundWire Class-D Audio Amplifier Series Embedded USB Interface Image Signal Processor Chip with Edge AI Engine Series USB2.0 Fingerprint Controller Series Highly-Integrated 5MP Edge AI IP Camera SoC Series
USB 3.0 Card Reader Controller Supporting Intel NB Power Saving Specification Series PCIe Card Reader IC Supporting SD 8.0 for Series Notebook Computers
4-Port USB 3.2 Gen 2 Hub Controller Series
- 7-Port USB 3.2 Gen 2 Hub Controller Series
Multimedia Products:
Integrated High Resolution Gaming LCD Controller Series Integrated LCD Controller Series DisplayPort Video Translator Series DisplayPort MST Hub Controller Series High-End Smart Connected LCD TV SoC Series Intelligent Display SoC Series 8K LCD TV Video Decoder and Processing Chip Series Super Resolution Image Enhancement SoC Series
4 � Long-Term and Short-Term Business Development Plan
(1) Short-term Business Development Plan:
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i. Continue to use the Company’s innovation framework to lower chip capital costs, in order to ensure competitive prices and raise profit margins.
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ii. In addition to maintaining current market share, expand overall market share through new product launches and providing various sales combinations and distribution strategies.
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iii. In accordance with the needs of major customers, assist in integrating product logistics support systems and provide the best marketing services to win customer trust and meet
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customer needs.
- iv. Participate in international exhibitions and product evaluation conferences to increase the exposure of new products and show off product quality.
(2) Long-term Business Development Plan
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i. Participate in formulating and promoting international standards to acquire related product and technical information in advance, thus accelerating Time-to-Market. Participating in the evaluation and selection of the test platforms for the standard organizations to make Realtek an industry benchmark in interoperability testing.
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ii. For high market share products, in addition to stabilizing market share and ensuring good quality, establish a global service and technology network. For products with lower market share, actively develop new customers and expand new markets and marketing channels to meet the goal of increasing overall market share.
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iii. Hold product launch events and technical seminars regularly in response to regional market needs, or establish relationships directly with brand owners and discuss their future product needs to strengthen customer relationships.
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II. Marketplace and Production Overview
1. Market Analysis
(1) Major Product Sales Regions
Unit: NT$ thousands
| Unit: NT$thousands | Unit: NT$thousands | |||
|---|---|---|---|---|
| Sales Region | 2021 | 2022 | ||
Sales Amount |
Percentage | Sales Amount |
Percentage | |
| Taiwan | 48,015,150 | 45.51% | 48,934,459 | 43.77% |
| Asia | 56,984,374 | 54.01% | 61,794,824 | 55.28% |
| Other | 504,762 | 0.48% | 1,060,508 | 0.95% |
| Total | 105,504,286 | 100.00% | 111,789,791 | 100.00% |
(2) Market Share
Realtek is one of the world's leading IC suppliers, designing and developing a variety of IC products in wired and wireless communication networks, computer peripheral IC products, and multimedia applications. According to Digitimes, Realtek ranked 7th worldwide in terms of revenue among global IC design companies in 2022.
(3) Future Market Supply and Demand and Growth Characteristics
In the post-pandemic era, people rely more on the Internet of Things (IoT) and cloud services due to changes in lifestyle and work patterns. Many electronic products, home appliances, and even vehicles have a strong demand for both wired and wireless network solutions, including broadband products such as IP-STB, Cable Modem, and PON, as well as consumer electronics such as game consoles, smart TVs, printers, refrigerators, air conditioners, voice-controlled smart speakers, IP cameras, cleaning robots, drones, projectors, consumer or industrial robots, industrial control, and even cars with built-in Ethernet, Wi-Fi, or Bluetooth. With more and more devices connected wirelessly, combined with the popularity of smartphones and cloud services, mixed applications such as IoT and artificial intelligence will be an important driving force for the next wave of Wi-Fi and Bluetooth growth. At the same time, the improvement in wireless connection speed is driving the upgrade of wired networks and broadband. The era of Multi-GbE networks has arrived. Wi-Fi 6 wireless access point/router equipped with WAN and LAN ports, PON optical network, TV cable modem network user, telephone DSL subscriber, 5G CPE, network storage devices (NAS), gaming and commercial PCs, expansion network cards, and USB-to-Ethernet accessories have all been upgraded to 2.5Gbps Ethernet networks or higher speed Ethernet. Another growth driver for the Ethernet market comes from the internet of vehicles, where trends in autonomous vehicles and electric cars have led to a significant increase in vehicle data streams, and environmentally friendly initiatives that emphasize weight reduction and energy savings, making Ethernet the backbone network inside the cars.
The demand for OTT set-top boxes and network operator set-top boxes is expected to continue to rise in the future. At the same time, with the growth of UHD TV and the popularization of new generation UHD HDR audio and video content, and the rapid growth in demand for high-speed
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networking such as Wi-Fi 5, Wi-Fi 6, and even Wi-Fi 7, coupled with the integration of smart homes and the demand for voice-controlled intelligence, the market demand for high-speed wireless connectivity and edge computing intelligence is growing rapidly. In addition, the operator market is shifting towards an open streaming media ecosystem, driving the growth of IP set-top box chip demand. Realtek will develop highly integrated and cost-effective multimedia controllers with new functions, combined with Realtek's network communication chips, to provide customers with total solutions that combine software and hardware advantages, helping customers seize business opportunities.
IP cameras are an important part of the IoT. When combined with remote or mobile access, artificial intelligence (AI) such as facial and gesture recognition, AI edge computing, voice and speech recognition, as well as new generation H.265 codec, 360-degree camera, and 3D video techniques, the products are becoming more versatile in applications. In addition to traditional security surveillance, emerging applications such as AI optical recognition, unmanned stores, delivery, and warehousing systems required by Industry 4.0 are all extremely promising.
In recent years, the requirements for voice in PC products have shifted from acoustic frameworks to utilizing voice to achieve various humane-friendly applications. In addition to continuously developing existing voice recognition, voice wake-up, and noise reduction technologies, Realtek has also incorporated deep learning techniques to create a good user experience in voice applications, enabling users to enjoy convenient voice control whether at work or in daily life, while simultaneously creating the best integrated solution for voice and sound quality in the new generation of computer products. Realtek has also developed an audio codec that integrates a power amplifier. In addition to integrating a built-in adaptive boost circuit with a low-power design, the power amplifier also includes related designs that help customers save external components, allowing the new generation of ICs to support a high-voltage (+9V) Class D power amplifier with a protection function. In response to the development of gaming PCs and the pursuit of exceptional sound quality such as Hi-Fi Audio (32bits/384KHz Sample Rate), audio technology development will continue to integrate existing software and hardware advantages to provide customers with the best options for lightweight PC and Hi-Fi audio applications.
The growth opportunities in the LCD monitor market come from new specifications and interface technologies, such as 4K2K, USB Type-C, HDMI 2.1, DP 2.1, HDR, WCG, high frame rate gaming models, etc. Reducing the overall cost and minimizing power consumption are also key development directions. For the 2023 notebook/desktop computer market, the trend of using digital interfaces for video interface connectors remains unchanged, driving the market demand for DisplayPort to HDMI 2.0 interface controllers, high-end DisplayPort to HDMI 2.1 interface controllers, external USB Type-C video converters, and DisplayPort MST hub controllers.
According to market research stastistics by Omdia, the global shipment of LCD TVs in 2022 was estimated to be only 202 million units, a year-over-year decrease of 4.8%. In 2023, due to overall macroeconomic uncertainty, the outlook is conservative. UHD/HDR TVs and smart TVs have become the mainstream products in the market, and the demand for the new 8K TV
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standard is expected to gradually grow as panel component costs decline. Google, which dominates the Android TV version of end-point devices, is now more actively promoting new Google TV devices in order to attract more OEMs. Over the long-term, growth in the global LCD television market will continue, and Realtek will continue to actively promote the main markets and provide customers with comprehensive solutions.
(4) Competitive Strengths
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i. Advanced core technology: Realtek has excellent radio frequency (RF), analog and mixedsignal circuit design capabilities, IC manufacturing knowledge, system technology, and the mix and match of intellectual property rights to enhance product performance and production yield, thus reducing costs and enhancing product value.
-
ii. Strong customer base: Realtek's customer base includes leading manufacturers of PCs, motherboard, network system, consumer electronics, and multimedia products. By providing customers with high-value, high-performance, and excellent economic benefits solutions, Realtek endeavors to establish long-term cooperative relationships with customers.
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iii. Excellent cost-benefit returns and customer-oriented products: Realtek also specializes at developing cost-effective products and combines chip and system design to provide customers with high-value system integration solutions, and assist customers in quickly launching new products to market.
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iv. Experienced R&D and management teams: Realtek's R&D and management teams have extensive experience in the semiconductor industry, and attract excellent technical and management talents to join with an excellent workplace environment and corporate culture.
-
(5) Future Advantageous and Disadvantageous Factors:
-
i. Advantageous Factors:
-
(a) Leading its domestic industry, Realtek has launched a range of communication network, computer peripherals, and multimedia IC products that are competitively priced. Realtek continues to establish advanced core technologies that improve product yield, reduce production costs, and enhance product value.
-
(b) Realtek maintains good partnerships with wafer foundries, which ensures stable supply of raw materials and cost control.
-
(c) Realtek actively collaborates with customers to provide the best marketing services, thus establishing a solid customer base.
-
(d) Experienced R&D and management teams with decision-making authority combined with a corporate culture of mutual support attract talented technical staff.
-
-
ii. Disadvantages:
-
Due to fierce market competition and short product life-cycle, failing to timely introduce new products could cause the company to lose market share, thereby affecting profits
-
iii. Countermeasures:
- (a) Proactively invest in new product development and timely introduce new products to
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seize market opportunities.
- (b) Proactively improve existing products by increasing yield and performance to reduce costs or enhance product value.
- (c) Achieve win-win through comprehensive product services or joint development of new products with customers.
-
Main Applications for Major Products and Production Process
-
(1) Main Applications
-
i. Communication network products: routers, switches, home gateways, OTT boxes, wireless network application products, smart-home appliances, game consoles, security surveillance cameras, etc.
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ii. Computer peripheral products: desktop computers, notebook computers, card readers, etc.
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iii. Consumer electronics products: GPS, mobile electronic devices, mobile phones, tablet computers, etc.
-
iv. Multimedia products: LCD monitors, multimedia video translators, smart HD TVs, etc.
-
v. Automotive products: automotive Ethernet, etc.
-
-
(2) Production Process
- Realtek's main products are designed and commissioned to wafer foundries for production. After the completed wafers are tested, they are sent to an assembly house for packaging. Packaged products then go through final testing.
3. Supply Status of Key Raw Materials
The main raw material of the company is wafers, and the main suppliers include Taiwan Semiconductor Manufacturing Company, United Microelectronics Corporation, and other professional wafer foundries and Outsourced Semiconductor Assembly and Test (OSAT) companies with a high level of quality as well as process, assembly, and test capabilities. In 2022, the semiconductor industry faced inventory adjustment challenges due to the impact of the pandemic, war, and macroeconomic factors. To ensure long-term supply stability, Realtek actively deepens its partnerships with wafer foundries and OSAT while securing a stable mid- and long-term supply plan.
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| Major suppliers in the last two years Unit: NT$ thousands |
2023 first Quarter | Relation to the Company |
|---|---|---|
| % of Total Purchase 15 28 13 44 100 |
||
| Amount 961,040 1,824,484 863,261 2,828,150 6,476,935 |
||
| Name A C B Other Total |
||
| 2022 | Relation to the Company |
|
| % of Total Purchase 36 19 18 27 100 |
||
| Amount 22,664,980 11,622,537 11,205,891 17,175,882 62,669,290 |
||
| Name A C B Other Total |
||
| 2021 | Relation to the Company |
|
| % of Total Purchase 27 21 12 40 100 |
||
| Amount 15,541,105 11,887,976 7,091,591 23,061,955 57,582,627 |
||
| Name A C B Other Total |
||
| Item 1 2 3 |
||
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| 2023 first Quarter | Relation to the Company (note) |
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|---|---|---|
| % of Total Operating revenue 20 15 13 52 100 |
||
| Amount 3,973,031 3,010,517 2,510,449 10,130,906 19,624,903 |
||
| Name B D A Other Total Operating revenue |
||
| 2022 | Relation to the Company (note) |
|
| % of Total Operating revenue 23 21 15 41 100 |
||
| Amount 25,425,420 23,180,512 16,520,851 46,663,007 111,789,791 |
||
Name B D A Other Total Operating revenue |
||
| 2021 | Relation to the Company (note) |
|
| % of Total Operating revenue 23 22 15 40 100 |
||
| Amount 24,336,918 22,895,750 16,083,737 42,157,881 105,504,286 |
||
| Name B D A Other Total Operating revenue |
||
| Item 1 2 3 |
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5. Production Volume and Value in the Past Two Years
Unit: NT$ thousands
| Unit: NT$ thousands | Unit: NT$ thousands | Unit: NT$ thousands | ||||
|---|---|---|---|---|---|---|
| Year Quantity & Vl |
2021 | 2022 | ||||
| aue Major Product |
Capacity | Output | Value | Capacity | Output | Value |
| IC (thousandpieces) |
� | 3,288,848 | 56,806,629 | � |
2,387,388 | 57,609,463 |
| Total | � | 3,288,848 | 56,806,629 | � |
2,387,388 | 57,609,463 |
6. Sales Volume and Value in the Past Two Years
Unit: NT$ thousands
| Unit: NT$ thousands | Unit: NT$ thousands | Unit: NT$ thousands | |||||
|---|---|---|---|---|---|---|---|
| Year Quantity & Value Major Product IC (thousand pieces) |
2021 | 2022 | |||||
| Domestic Quantity Sales 1,529,042 49,438,669 |
Export Quantity Sales 1,699,054 60,983,436 |
Domestic Quantity Sales 1,116,705 50,326,482 |
Export Quantity Sales 1,258,140 65,925,225 � 233,056 1,258,140 66,158,281 |
||||
Others |
� | 161,309 | � | 180,181 | � | 154,355 | � |
| Total | 1,529,042 | 49,599,978 | 1,699,054 | 61,163,617 | 1,116,705 | 50,480,837 | 1,258,140 |
Note: Sales volume and value as shown above has not deducted sales returns and allowances.
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III. Employees
Employee breakdown over the past two calendar years and up until the date of the Report’s publication
| ort’spublication | publication | |||
|---|---|---|---|---|
| Year Num ber Research and Development Administration and Sales Production and Testing Total Average Age |
Year Research and Development |
2020 5,655 |
2021 6,025 |
As of March 31, 2022 6,096 |
| Administration and Sales |
575 | 592 | 592 | |
| Production and Testing | 212 | 211 | 207 | |
| 6,442 35.49 |
6,828 35.73 |
6,895 35.98 |
||
| Average Years of Service Educ ation Ph.D./Master’s University/College Degree High School/Vocational High School Degree |
6.42 71.02% |
6.70 72.02% |
6.81 72.35% |
|
| University/College Degree |
26.73% | 26.00% | 25.66% | |
| High School/Vocational High School Degree |
2.25% | 1.98% | 1.99% |
Note: Data are based on the Company’s consolidated statements, including employees of the Company and its subsidiaries.
IV. Environmental Expenses
-
The Company did not incur any losses, penalties or liabilities due to environmental pollution during the previous calendar year or up until the date of the Report’s publication.
-
The Company passed ISO 14001 Environmental Management Systems certification on September 22, 2006. The ISO 14001 certificate is valid (2020/10/12-2023/10/12).
V. Labor Relations
-
Summary of the Company’s employee benefits, continuing education, training, pension plan and implementation results, as well as labor agreements and measures to uphold employee rights.
-
(1) Wages and Benefits
-
i. Performance appraisal twice a year for promotion/salary adjustment/bonus.
-
ii. R&D and patent application training and patent bonuses.
-
iii. Library of renowned domestic and foreign journals, papers and books, and guidance and incentive bonus system for publication.
-
iv. R&D project participation based on professional suitability and personal choices.
-
v. Incentive system for the ‘Stimulus for Employee Brain Power Sharing Program’.
-
vi. Dual track career development to decide on going for R&D management based on ability
-
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and interest.
-
vii. Bonus and dividend system based on performance appraisal and comprehensive evaluation of R&D investment.
-
viii. Highly competitive salary and fringe benefit system.
-
ix. Profit sharing with the Company through salary adjustment, year-end bonus, and employee dividends based on personal performance.
-
x. New Year's Day and birthday gift vouchers, as well as a cafeteria benefit plan by the Welfare Committee.
-
xi. Paid annual health check-up to assist employees in implementing self-health care management.
-
xii. Major holiday bonuses, as well as wedding and funeral subsidies.
-
xiii. Professional and diverse intellectual lectures, club activities, ball games, and competition interactions held by the Employee Welfare Committee.
-
xiv. Employee Assistance Program providing psychological counseling, legal counseling, and stress relief massage services.
-
xv. Employee restaurants, cafes, and convenience stores for diversified dining services at a discount.
-
xvi. Employee group insurance to strengthen the work and life protection in addition to labor insurance and national health insurance.
-
xvii. Realtek gymnasium for exercise, reading, games, and health management.
(2) Realtek Educational Training, and Development
Talent is a key requirement for building intellectual power, blazing competitive new trails, and fostering sustainable operations. The Company’s greatest assets in these pursuits are the professionals of various fields who compose its workforce. In order to sustain competitiveness and develop new talent, the Company founded the Realtek Corporate University, which offers classes covering topics such as professional R&D, leadership development, organizational operations, and spontaneous learning. This initiative is part of the comprehensive education and training plans the Company offers to help all employees raise their capabilities to new heights.
-
i. New Employee Training Camps
-
Orientation for new employees focuses on teamwork, innovation and vitality to help new team members quickly adapt to the Company’s corporate lifestyle and culture.
-
ii. Professional R&D Training
-
Each year the Company holds more than 260 education and training courses for new R&D staff to quickly raise their professional capabilities. It invites R&D experts from Taiwan and overseas to share their knowledge and techniques. Employees can also join fully subsidized external training courses.
-
iii. Management and Leadership Training
-
Besides providing management training to employees based on their rank and role, the Company fully subsidizes training classes for employees at external institutions.
-
iv. Self-Study and Development
-
The Company offers open, diverse study environments and contents. It maintains awareness
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of employees’ learning and development while taking into account their professional needs and lifestyle aspirations. Diversity, timeliness, and convenience are distinguishing features of our planning.
-
v. Tailored Professional Development Plans
-
A combination of traditional and on-line classes offers flexible professional development plans tailored to the specific needs of every employee. Raising the R&D capabilities of each individual and team gives the Company a workforce with diverse professional knowledge.
(3) Pension System
The Company established pension plans and created a Supervisory Committee of Labor Retirement Reserve to manage pension payments for regular employees in accordance with the ‘Labor Standards Act’. From 1995, it appropriated labor pension reserve funds each month based on pension actuarial evaluations. From July 1, 2005, it utilized a defined contribution system for employees who are ROC nationals in accordance with the ‘Labor Pension Act’. At least 6% of the worker’s monthly wages are paid into his or her Individual Account of Labor Pension at the Bureau of Labor Insurance. Employees receive monthly retirement payments calculated based upon their individual account balance and other factors, or claim their pension in a lump-sum payment.
(4) Labor Agreements and Upholding Worker Rights
-
i. The Company’s intranet offers a forum that gives employees immediate access to management.
-
ii. The Company holds worker-employer meetings as a positive mechanism for communication.
-
iii. The Company set up two-way communication channel (CEO mailbox) for employees to offer their opinions to management.
-
iv. At regular departmental/unit meetings, employees can voice their opinions on problems. v. The Company has a sexual harassment prevention hotline and a prevention plan against unlawful violation to provide a safe work environment that puts employees’ minds at ease.
-
vi. The Company has an Employee Care and Consultation Center to provide individual or team consultation services.
-
vii. The Occupational Safety and Health Center is responsible for matters related to safe workplaces and health promotion.
-
The Company did not incur any losses due to labor disputes during the past calendar year and up until the date of publication of this Report.
VI. Cyber security management
(I) Cyber security risk management framework, cyber security policies, concrete
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management programs, and investments in resources for cyber security management.
‘Information security is everyone's responsibility’. In order to protect the security of information assets, including personnel, equipment, systems, information, raw data, and networks, etc., from disclosure, destruction, or loss by external threats or internal personnel abnormal operations, we ensure continuous improvement of risk management, continuous strengthening of governance strategies, personnel training, assessment and review, and information security. Our vision is to create a solid, secure, and reliable enterprise digital environment, and provide a solid foundation for the sustainable operation of said enterprise. The following describes the specific requirements:
Governance Strategy
In order to implement and improve information security, the company formed an Information Security Steering Committee (hereafter referred to as the ISSC). The chairman of the ISSC is the Chief Information Security Officer (CISO) of company. The first-level supervisors of each unit are ex-officio members. A regular ISSC meeting is held every year, and report to board of directors regularly. The mission of the ISSC is to formulate security policies, comprehensively review and supervise the execution of security policies, continuously improve the capabilities of information security protection, and reduce information security risks. The meeting minutes are required to be submitted to the board of directors, and the main items are listed in the company's annual report.
Information Security Organization
The Company has set up a Cyber Security Center (CSC), with the chief information security officer (CISO) as the supervisor. There are four teams under the CISO’s jurisdiction: the product development information security division, the industrial network security division, the IT/OT information security division, and the information security education and training team. The responsibilities of CSC includes to formulate policies of the Realtek group’s information security, to promote security policies and review of effectiveness of information security objectives, to coordinate cross-functional information security issues, to audit information security of primary and secondary information security units/departments/product lines, to manage various information security certification projects, to coordinate the response to large-scale emergencies, and to audit information security of supply chains and other work.
The ISSC refers to the product development security and network security committee, industrial network data security review committee, IT security resources and technology committee, audits committee, and the defect review and improvement committee. It provides cross-function information security notices, is responsible for security policy review, and promotes information security management.
Employee Training
The information security awareness of enterprise members is the cornerstone of company information security. Over the years, through internal training, members of all functions have become familiar with security related courses. In order to improve the information security DNA, Realtek encourages employees to take the necessary security certification exams, and gives priority to recruiting new personnel who pass the certification exams. An online education system has also been introduced to enable corporate members to more efficiently learn the required security courses. The system also provides unit testing to aid learning. The visibility of high-level managers to the training results is greatly improved by quantifying the learning
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results, and integrated reports are automatically generated by the system. This enables easy integration of the learning achievements into the KPI assessment standards.
Assessment & Review
The core of information security management is risk management. In order to construct an intelligent, realtime information security management system, Realtek collects and examines network data flow for anomaly detection and pattern analysis, software updates, and other information gathered by the hardware and software systems of network equipment. Through automation, visualization, and quantifiable control systems, it lays a solid foundation for standard operating procedures for early warning, continuous monitoring, notification of contingency, and assistance with improvement. This system can fully provide required information for event analysis before, during, and after the event.
For accurate quantification, all incidents are marked with severity levels and corresponding scores, and event points will trigger the intelligent system to take action. Relevant personnel are notified in real time and automatically log in to the incident management system. The managers can handle the system from multiple angles through the security management system, which can be used as the basis for future evaluation and assessment of security risks.
Information Security Policy
Security threats are ubiquitous, with countless Internet viruses, Trojan horses, spyware, ransomware, blocking attacks, social engineering, and more. In recent years, due to the rapid development of network connections and bandwidth, coupled with the explosive amount of encrypted data transmission, the huge information flow has prompted the information security system to combine the security framework and corresponding measures to be more effective in providing complete and comprehensive security protection.
-
a. Front-end users: Front-end users must comply with the security policy, operating system regulations, and domain policy defined by company. Front-end users also need to execute computer system updates to effectively block computer viruses, Trojan horses, and malicious programs, providing the first line of Security protection.
-
b. Enterprise data center: Enterprise data centers must adopt new generation firewalls to filter encrypted data effectively and instantly, and manage traffic by application type. The firewalls also have to provide the necessary information for the security management system to facilitate automated analysis.
-
c. Centralization of confidential information: Important confidential information of the company should be stored centralized in specific areas. The latest information security technology should be integrated to manage and monitor access to confidential information. In cases where the confidential information has to be stored out of the specific area, attention should be paid to the protection and management of the access and delivery of the data.
-
d. Data backup management: Adopt advanced backup system to carry out full backup, incremental backup, off-site, and offline backup for important data according to various timing and management plans. All off-line and off-site backups should be encrypted, and regularly restored to ensure their recoverability.
-
e. Information Security Management System: Information Security Management System (ISMS) integrates the massive network traffic information of the enterprise, various antivirus systems, antihacking systems, and other system logs. The system logs of irregular health check scanning and
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penetration testing are processed by big data analysis system. The results are classified and presented to different management members according to different aspects to achieve the goals of information classification, risk classification, and management stratification. Therefore, Realtek can reduce the impact of security threats on corporate operations.
Information Security Risks & Countermeasures
In order to improve the protection capability of information security, Realtek identified information security risks, individually proposed countermeasures, and regularly reviewed their effectiveness.
| Identified Information Security Risks |
Explanation of Impact Assessment |
Response Measure | Performance Management |
|---|---|---|---|
| Personal computer account and password security |
Prevent the deliberate theft of trade secrets |
Changing the personal computer boot (and e- mail) password regularly. |
Regular changing of the password and requiring password of a certain strength. |
| Information security | Requests to access information systems must go through a formal application process and are logged. |
An authorization application access was established for work- related information. |
Electronic application for permission by the applicant’s supervisor and the competent unit. |
| Computer virus protection | Computer viruses are constantly evolving and ransom-ware is difficult to guard against. |
The Virus definition files are regularly updated and pushed out to personal computers by the system automatically. |
Improve the security of information on personal computers. |
| Network administration safety |
Maintain the firewall to protect against malicious attacks. |
Update firmware and backup configuration regularly. |
Improve the quality of data transmission through the network. |
| Safety of external network access |
Prevent and redirect access to malicious domains and IP addresses, restrict improper data transfers by malware, network phishing, and Command & Control (C&C) of zombie networks. |
Adopt Enterprise Threat Protector (ETP) mechanism. |
Strengthen access security for external networks. |
(II) Losses suffered by the company in the most recent fiscal year and up to the annual report publication date due
to significant cyber security incidents, the possible impacts therefrom, and measures being or to be taken: None
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VII. Significant Agreements
| Agreement Type |
Signatory | Contract Validity | Summary | Limitations |
|---|---|---|---|---|
| Rental Agreements 4 Items |
Hsinchu Science Park Bureau |
Sep, 2003~Dec, 2022 Mar, 2014~Dec, 2027 Sep, 2019~Dec, 2038 Feb, 2020~Dec, 2039 |
The lessee shall build a factory, warehouse, or laboratory or use the site for storage and delivery, loading and unloading, packaging, or repairs and maintenance. |
The site must be used to build a factory, warehouse, or laboratory, or to conduct business- related tasks such as storage and delivery, loading and unloading, packaging, or repairs and maintenance. |
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Financial Status, Operating Results and Status of Risk Management
I. Financial Status
| Financial Status, Management I. Financial Status |
Operating Results and Status of Risk | Operating Results and Status of Risk | Operating Results and Status of Risk | Operating Results and Status of Risk |
|---|---|---|---|---|
| Unit: NT$ thousands 2022 2021 Changes % of Changes 95,491,681 86,245,402 9,246,279 10.72% 18,208,846 14,986,511 3,222,335 21.50% 113,700,527 101,231,913 12,468,614 12.32% 62,544,727 58,820,923 3,723,804 6.33% 4,392,850 3,458,666 934,184 27.01% 66,937,577 62,279,589 4,657,988 7.48% 5,128,636 5,106,849 21,787 0.43% 1,045,147 1,101,079 (55,932) -5.08% 37,893,274 34,510,813 3,382,461 9.80% 2,686,175 (1,776,090) 4,462,265 251.24% 9,718 9,673 45 0.47% 46,762,950 38,952,324 7,810,626 20.05% |
||||
| Year Item |
2022 | 2021 | Changes | % of Changes |
| Current Assets | 95,491,681 | 86,245,402 | 9,246,279 | 10.72% |
| Non-current assets | 18,208,846 | 14,986,511 | 3,222,335 | 21.50% |
| Total assets | 113,700,527 | 101,231,913 | 12,468,614 | 12.32% |
| Current liabilities | 62,544,727 | 58,820,923 | 3,723,804 | 6.33% |
| Non-current liabilities | 4,392,850 | 3,458,666 | 934,184 | 27.01% |
| Total Liabilities | 66,937,577 | 62,279,589 | 4,657,988 | 7.48% |
| Share capital | 5,128,636 | 5,106,849 | 21,787 | 0.43% |
| Capital surplus | 1,045,147 | 1,101,079 | (55,932) | -5.08% |
| Retained earnings | 37,893,274 | 34,510,813 | 3,382,461 | 9.80% |
| Other equity | 2,686,175 | (1,776,090) | 4,462,265 | 251.24% |
| Non-controlling interest | 9,718 | 9,673 | 45 | 0.47% |
| Total Equity | 46,762,950 | 38,952,324 | 7,810,626 | 20.05% |
Analysis of Changes equal to or over 20%
-
Increase in Non-current assets: Mainly due to increase in other non-current assets and acquisition of property, plant and equipment.
-
Increase in Non-current liabilities: Mainly due to increase in long-term loans.
-
Increase in other equity: Mainly due to increase in financial statements translation differences of foreign operations.
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II. Operational Results
Unit: NT$ thousands
| Year Item |
2022 | 2021 | Changes | % of Changes |
|---|---|---|---|---|
| Operating revenue | 111,789,791 | 105,504,286 |
6,285,505 | 5.96% |
| Operating costs | (57,154,955) | ( 52,315,883) | (4,839,072) | 9.25% |
| Gross profit | 54,634,836 | 53,188,403 |
1,446,433 |
2.72% |
| Operating expenses | (38,910,838) | ( 35,863,507) | (3,047,331) | 8.50% |
| Operating income | 15,723,998 | 17,324,896 |
(1,600,898) | -9.24% |
| Non-operating income and expenses |
1,197,861 | 249,826 |
948,035 |
379.48% |
| Profit before income tax, net | 16,921,859 | 17,574,722 |
(652,863) |
-3.71% |
| Income tax expense | (717,715) | ( 721,911) | 4,196 | -0.58% |
| Net income for the year | 16,204,144 | 16,852,811 |
(648,667) |
-3.85% |
Analysis of Changes equal to or over 20%
- Increase in non-operating income and expenses: Mainly due to increase in interest income and foreign currency exchange gain.
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III. Cash Flow
1. Analysis of the Change in Cash Flow in 2022
| Analysis of the Change in Cash Flow in 2022 | Analysis of the Change in Cash Flow in 2022 | Analysis of the Change in Cash Flow in 2022 | Analysis of the Change in Cash Flow in 2022 | ||
|---|---|---|---|---|---|
| Unit: NT$ thousands | |||||
| The beginning of Cash Balance (1) 7,197,351 |
Net Cash Provided by Operating Activities (2) 19,058,169 |
Net Cash Used in Investing and Financing Activities (3) 12,501,485 |
The end of Cash Balance (1)+(2)-(3) 13,754,035 |
Remedyfor Cash Shortage | |
Investment plan � |
Financial leverage plan � |
Analysis of the Change in Cash Flow:
-
(1) Operating activities: Net cash inflow is mainly due to increase in operating profit.
-
(2) Investing activities: Net cash outflow is mainly due to acquisition of property, plant and equipment and intangible assets
-
(3) Financing activities: Net cash outflow is mainly due to distribution of cash dividends.
2. Cash Flow Projection for Next Year: Not applicable.
-
IV. Impact on Financial and Business associated with Major Capital Expenditures in recent years: None.
-
V. Investment Policies in recent years, the reasons for losses and plans to improve for next year:
Our investment policies are based on strategic investments. The investment losses accounted for under the equity method in 2022 was approximately NT$20,723 thousand. We will continuously focus on strategic investment and prudently evaluate investment plans in the future.
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VI. Risk Items
-
The effect upon the profits (or losses) of interest and exchange rate fluctuations and changes in the inflation rate, and response measures to be taken in the future.
-
Our exposure to interest rate risks arises from time deposits, short-term loans and long-term loans with floating rates, which are not significant and are normally incurred to support our operating activities. The Realtek Group is a multinational group in the Electronics industry. Currently, the majority of our revenues are denominated in USD. Our operating expenses are incurred in several currencies, primarily in USD, NTD, and RMB. After offsetting assets and liabilities between the currencies, the natural hedge is used to reduce the foreign exchange risk. Inflation risk does not have a significant impact on the results of our operating activities.
-
The policy regarding high-risk investments, highly leveraged investments, loans to other parties, endorsements and guarantees, and derivatives transactions, the main reasons for the profits/losses generated thereby, and response measures to be taken in the future:
-
The Realtek Group adopts a conservative investment policy and does not engage in high-risk investments or highly leveraged investments.
-
The Realtek Group has formulated its procedures for Loaning Funds to Others, Procedures for Endorsements and Guarantees, and Procedures for Financial Derivatives Transactions in compliance with these Regulations. These procedures are aimed at improving operational performance and reducing financial risk.
-
Future R&D plans and expected R&D spending:
-
We will continuously research in chips regarding the area of communication networks, computer peripherals, multimedia, connected media and smart interconnect. In addition, we will actively recruit outstanding R&D talents and invest in the best R&D resources and develop key technologies or obtain necessary licensed technology. The expected R&D spending for next year will be approximately NT$295 billion.
-
Impact on finance and business associated with changes in domestic and foreign regulations and laws, and corresponding reactions: None.
-
Impact on finance and business associated with new technology and industry changes, and corresponding reactions:
-
We pay attention to the trend of future technology at all times. We not only focus on the timely launch new products, but also continuously enhance product functions and technical specifications in line with market trends and customer needs in order to strength our competitiveness and increase our market share.
-
Impact on Company’s crisis management associated with changes in corporate image, and corresponding reactions:
-
Our corporate culture is ‘self-confidence and trust in people’. Integrity is the central core of our corporate culture. We will maintain our good standing according to our corporate culture.
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-
Risks and expected benefits associated with mergers and acquisitions, and corresponding reactions: None.
-
Risks and expected benefits associated with facility expansion, and corresponding reactions:
-
In order to meet the needs of future growth and operating development, we will assess the demand of plant expansion with its associated benefits and risks, then take necessary actions to achieve the company's operational goals.
-
Risks associated with Purchase and sales Concentration and corresponding reactions:
-
The Company’s raw material is wafer. We have maintained a good cooperative relationship with foundries. For wafer purchases, we have not concentrated on a single foundry. Moreover, we also have not concentrated on a single customer and the collection period is implemented in accordance with company policies and there is no abnormal situation.
-
Impact and risks to the Company associated with significant transfer of shares by the Company’s Directors and major Shareholders who own 10% or more of the Company’s outstanding shares, and corresponding reactions: None.
-
Impact to the Company associated with change in management, and corresponding reactions: None.
-
Litigious and non-litigious matters:
The company is currently in major litigation, non-litigation, or administrative disputes �
-
(1) In 2020, Divx, LLC brought actions for patent infringement in United States International Trade Commission (“ITC”) and United States District Court of Delaware against the Company’s IC products. On July 4, 2021, DivX terminated the investigation against the Company in ITC.
-
(2) In 2020, KONINKLIJKE PHILIPS N.V. and PHILIPS NORTH AMERICA LLC brought actions for patent infringement in United States International Trade Commission (“ITC”) and United States District Court of Delaware against the Company’s IC products. On March 23, 2022, ITC issued the final determination finding non-infringement for the accused Company’s IC products and nonexistence of the required domestic industry.
(3) Future Link Systems, LLC brought actions for patent infringement in United States International Trade Commission (“ITC”) and United States District Court for the Western District of Texas against the Company’s IC products. Due to the Plaintiff/ Complainant’s withdrawal of its patent infringement complaints, the patent infringement cases have been terminated.
(4) BANDSPEED, LLC brought an action for patent infringement in United States District Court for the Western District of Texas against the Company’s IC products. The case is still pending, and the Company is unable to reliably determine the outcome of the case.
(5) Advanced Micro Devices, Inc./ ATI Technologies ULC brought an action for patent infringement in United States International Trade Commission (“ITC”) and United States District Court for the Eastern District of Texas against the Company’s IC products. The case is still pending, and the Company is unable to reliably determine the outcome of the case.
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(6) American Patent LLC brought an action for patent infringement in United States District Court for the Eastern District of Texas against the Company’s IC products. The case is still pending, and the Company is unable to reliably determine the outcome of the case.
13. Other important risks and measures: None
VII. Other Material Events: None.
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==> picture [305 x 696] intentionally omitted <==
----- Start of picture text -----
100% 100%
Wise Elite Global Limited Realtek Semiconductor (Hong Kong) Limited
100% 100% 20%
80%
Amber Universal Inc. Realtek Semiconductor (ShenZhen) Corp. Suzhou PanKore Integrated Circuit Technology Co. Ltd.
100.00%
100% 100% 80.95%
Realtek Singapore Private Limited Empsonic Enterprises Inc. Realsil Microelectronics (SuZhou) Co., Ltd. RayMX Microelectronics Corp.
19.05%
100% 100%
Realtek Investment Singapore Private Limited Realtek Viet Nam Co., Ltd.
100% 100%
AICONNX Technology Corporation Cortina Access, Inc.
100% 100%
Realtek Semiconductor Corp.
Realsun Technology Corporation Cortina Network Systems (Shanghai) Co., Ltd.
100% 100% 100%
Realking Investments Co., Ltd Cortina Systems Taiwan Limited. Realtek Semiconductor (Malaysia) SDN. BHD.
100% 100% 100%
Realsun Investments Co., Ltd Bluocean Inc. Realtek Korea Inc.
100% 100% 100%
Hung-wei Venture Capital Co., Ltd Talent Eagle Enterprise Inc. Ubilinx Technology Inc.
66.67% 100% 100%
Bobitag Inc. Leading Enterprises Limited Realtek Semiconductor (Japan) Corp.
----- End of picture text -----
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| Unit: dollars / Dec. 31, 2022 | Main Business Activities |
Investment holdings | Investment holdings | Investment holdings | Investment holdings | Investment holdings | Investment holdings | Investment holdings | Investment holdings | Investment holdings | Design of integrated circuits, manufacturing of information software and electronic materials, sale and wholesale |
Manufacture and installation of computer equipment and wholesale, retail and related service of electronic materials and information/software |
R&D and technical support | Design of integrated circuits, manufacturing of information software and electronic materials, sale and wholesale |
Information collection and technical support | Information services and technical support | R&D and technical support | R&D and technical support | R&D and technical support | Design of integrated circuits, manufacturing of information software and electronic materials, sale and wholesale |
Design of integrated circuits, manufacturing of information software and electronic materials, sale and wholesale |
Investment holdings | Design of integrated circuits, manufacturing of information software and electronic materials, sale and wholesale |
R&D and technical support | R&D and technical support | R&D and technical support | R&D and technical support | R&D and technical support |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Paid-in Capital | US$34,630,000 | US$41,432,000 | US$1,000,000 | US$28,250,000 | US$110,050,000 | US$114,100,000 | NT$280,000,000 | NT$250,000,000 | NT$293,929,850 | NT$5,000,000 | NT$28,783,650 | NT$211,300,000 | NT$20,000,000 | JPY$20,000,000 | HK$1,500,000 | US$5,000,000 | US$1,650,000 | US$28,000,000 | CNY26,250,000 | CNY10,000,000 | US$200,000,000 | US$116,059,638 | US$16,892 | US$60,000,000 | US$4,000,000 | US$2,500,000 | KRW2,000,000,000 | |
| Place of Registration |
British Virgin Islands |
British Virgin Islands |
British Virgin Islands |
Mauritius | Cayman Islands | Cayman Islands | Taiwan | Taiwan | Taiwan | Taiwan | Taiwan | Taiwan | Taiwan | Japan | Hong Kong | China | China | China | China | China | Singapore | Singapore | United States | United States | Vietnam | Malaysia | South Korea | |
| Date of Incorporation |
1998.04 | 1998.10 | 2023.02 | 2002.06 | 2016.02 | 2016.02 | 1998.06 | 1999.12 | 2000.04 | 2004.12 | 2012.12 | 2015.04 | 2021.12 | 2001.12 | 1996.01 | 2004.07 |
2015.04 |
2001.12 | 2018.12 | 2020.07 | 2016.08 | 2013.10 | 2015.04 | 2016.08 | 2018.09 | 2020.06 |
2022.01 | |
| Company Name | Leading Enterprises Limited | Amber Universal Inc. | Wise Elite Global Limited | Empsonic Enterprises Inc. | Bluocean Inc. | Talent Eagle Enterprise Inc. | Realsun Investments Co., Ltd | Hung-wei Venture Capital Co., Ltd | Realking Investments Co., Ltd. | Realsun Technology Corporation | Bobitag Inc. | Cortina Systems Taiwan Limited. | AICONNX Technology Corporation | Realtek Semiconductor (Japan) Corp. | Realtek Semiconductor (Hong Kong) Limited |
Realtek Semiconductor (ShenZhen) Corp. | Cortina Network Systems (Shanghai) Co., Ltd. |
Realsil Microelectronics (SuZhou) Co., Ltd. |
RayMX Microelectronics Corporation | Suzhou PanKore Integrated Circuit Technology Co., Ltd. |
Realtek Investment Singapore Private Limited |
Realtek Singapore Private Limited | Cortina Access, Inc. | Ubilinx Technology Inc. | Realtek Viet Nam Co., Ltd | Realtek Semiconductor (Malaysia) SDN. BHD. |
Realtek Korea Inc. |
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Division of Work Among the Affiliates |
Not applicable | Not applicable | Not applicable | Not applicable | Not applicable | Not applicable | Not applicable | Not applicable | Not applicable | Not applicable | Not applicable | Provide R&D and technical services |
Not applicable | Provide information collection and technical services |
Not applicable | Provide R&D and technical services |
Provide R&D and technical services |
Provide R&D and technical services |
Not applicable | Not applicable | Not applicable | Not applicable | Provide R&D and technical services |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Main Business Activities |
Investment holdings | Investment holdings | Investment holdings | Investment holdings | Investment holdings | Investment holdings | Investment holdings | Investment holdings | Investment holdings | ICs manufacturing, design, research, development, sales, and marketing |
Manufacture and installation of computer equipment and wholesale, retail and related service of electronic materials and information/software |
R&D and technical support | ICs manufacturing, design, research, development, sales, and marketing |
Information collection and technical support | Information services and technical support | R&D and technical support | R&D and technical support | R&D and technical support | ICs manufacturing, design, research, development, sales, and marketing |
ICs manufacturing, design, research, development, sales, and marketing |
Investment holdings | ICs manufacturing, design, research, development, sales, and marketing |
R&D and technical support |
Company Name |
Leading Enterprises Limited | Amber Universal Inc. | Wise Elite Global Limited | Empsonic Enterprises Inc. | Bluocean Inc. | Talent Eagle Enterprise Inc. | Realsun Investments Co., Ltd | Hung-wei Venture Capital Co., Ltd | Realking Investments Limited | Realsun Technology Corporation |
Bobitag Inc. | Cortina Systems Taiwan Limited. | AICONNX Technology Corporation | Realtek Semiconductor (Japan) Corp. | Realtek Semiconductor (Hong Kong) Limited | Realtek Semiconductor (ShenZhen) Corp. | Cortina Network Systems (Shanghai) Co., Ltd. | Realsil Microelectronics (SuZhou) Co., Ltd. | RayMX Microelectronics Corporation | Suzhou Pankore Integrated Circuit Technology Co. Ltd. |
Realtek Investment Singapore Private Limited | Realtek Singapore Private Limited |
Cortina Access, Inc. |
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| Division of Work Among the Affiliates |
Provide R&D and technical services |
Provide R&D and technical services |
Provide R&D and technical services |
Provide R&D and technical services |
|---|---|---|---|---|
| Main Business Activities | R&D and technical support | R&D and technical support | R&D and technical support | R&D and technical support |
| Company Name | Ubilinx Technology Inc. | Realtek Viet Nam Co., Ltd. | Realtek Semiconductor (Malaysia) SDN. BHD. | Realtek Korea Inc. |
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| Unit: shares/NT$ thousands; % | Shareholding (note 2) |
% of Investment Holding |
100% |
100% |
100% |
100% |
100% |
100% |
100% |
100% |
100% |
100% |
100% |
100% |
100% |
100% |
100% |
100% |
100% |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Shares/ Investment Amount |
34,630 | 41,432 | 1,000 | 2,825,000 | 2,825,000 | 2,825,000 | 110,050,000 | 114,100,000 | 28,000,000 | 28,000,000 | 28,000,000 | 28,000,000 | 25,000,000 | 25,000,000 | 25,000,000 | 25,000,000 | 29,392,985 | ||
| Name | Realtek Semiconductor Corp. (Representative: Yeh, Po-Len) |
Realtek Semiconductor Corp. (Representative: Yeh, Po-Len) |
Realtek Semiconductor Corp. (Representative: Chiu, Sun-Chien) |
Realtek Singapore Private Limited (Representative: Huang, Yung-Fang) |
Realtek Singapore Private Limited (Representative: Yen, Kuang-Yu) |
Realtek Singapore Private Limited (Representative: Lin, Tsung-Ming) |
Realtek Semiconductor Corp. (Representative: Chiu, Sun-Chien) |
Realtek Semiconductor Corp. (Representative: Chiu, Sun-Chien) |
Realtek Semiconductor Corp. (Representative: Huang, Yee-Wei) |
Realtek Semiconductor Corp. (Representative: Huang, Yung-Fang) |
Realtek Semiconductor Corp. (Representative: Chern, Kuo-Jong) |
Realtek Semiconductor Corp. (Representative: Chiang, Ting-Chi) |
Realtek Semiconductor Corp. (Representative: Yeh, Po-Len) |
Realtek Semiconductor Corp. (Representative: Chiu, Sun-Chien) |
Realtek Semiconductor Corp. (Representative: Huang, Yung-Fang) |
Realtek Semiconductor Corp. (Representative: Chiang, Ting-Chi ) |
Realtek Semiconductor Corp. (Representative: Yeh, Po-Len) |
||
| Title (note 1) | Director | Director | Director | Chairman | Director | Director | Director | Director | Chairman and President |
Director | Director | Supervisor | Chairman | Director and President | Director | Supervisor | Chairman | ||
| Company Name | Leading Enterprises Limited | Amber Universal Inc. | Wise Elite Global Limited | Empsonic Enterprises Inc. | Bluocean Inc. | Talent Eagle Enterprise Inc. | Realsun Investments Co., Ltd | Hung-wei Venture Capital Co., Ltd | Realking Investments Co., Ltd. |
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| Shareholding (note 2) | % of Investment Holding |
100% |
100% |
100% |
100% |
100% |
100% |
100% |
66.67% |
66.67% |
66.67% |
- |
100% |
100% |
100% |
100% |
100% |
100% |
100% |
100% |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Shares/ Investment Amount |
29,392,985 | 29,392,985 | 29,392,985 | 500,000 | 500,000 | 500,000 | 500,000 | 1,918,910 | 1,918,910 | 1,918,910 | - | 21,130,000 | 21,130,000 | 21,130,000 | 21,130,000 | 2,000,000 | 2,000,000 | 2,000,000 | 2,000,000 | |
| Name | Realtek Semiconductor Corp. (Representative: Chiu, Sun-Chien) |
Realtek Semiconductor Corp. (Representative: Huang, Yung-Fang) |
Realtek Semiconductor Corp. (Representative: Chiang, Ting-Chi� |
Realtek Semiconductor Corp. (Representative: Yeh, Po-Len) |
Realtek Semiconductor Corp. (Representative: Chiu, Sun-Chien) |
Realtek Semiconductor Corp. (Representative: Huang, Yung-Fang� |
Realtek Semiconductor Corp. (Representative: Chern, Kuo-Jong� |
Realtek Semiconductor Corp. (Representative: Chiang, Ting-Chi) |
Realtek Semiconductor Corp. (Representative: Lu, Shiu-Hung) |
Realtek Semiconductor Corp. (Representative: Chan, Te-Chuan) |
Guo, Yu-zhi |
Realtek Singapore Private Limited (Representative: Huang, Yung-Fang) |
Realtek Singapore Private Limited (Representative: Yen, Kuang-Yu) |
Realtek Singapore Private Limited (Representative: Hsiao, Wang-Mien ) |
Realtek Singapore Private Limited (Representative: Fu, Ying-Chi ) |
Realtek Semiconductor Corp. (Representative: Chiu, Sun-Chien) |
Realtek Semiconductor Corp. (Representative: Chern, Kuo-Jong) |
Realtek Semiconductor Corp. (Representative: Chang Yi-Shu� |
Realtek Semiconductor Corp. (Representative: Chang, Jr-Neng� |
|
| Title (note 1) | Director and President | Director | Supervisor | Chairman | Director | Director | Supervisor | Chairman | Director | Director | Supervisor | Chairman | Director | Director | Supervisor | Chairman | Director | Director | Supervisor | |
| Company Name | Realking Investments Co., Ltd. | Realsun Technology Corporation | Bobitag Inc. | Cortina Systems Taiwan Limited. | AICONNX Technology Corporation |
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| Shareholding (note 2) | % of Investment Holding |
- |
- |
- |
- |
100% |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
-115- |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Shares/ Investment Amount |
- | - | - | - | HK$1,500,000 | - | - | - | - | - | - | - | - | - | - | - | - | - | - | ||
| Name | Cheng, Shu-Chien | Chiu, Sun-Chien | Huang, Yung-Fang | Chiang, Ting-Chi | Amber Universal Inc. (Representative: Yeh, Po-Len) |
Lin, Ying-Hsi |
Chern, Kuo-Jong | Zeineddine Chair | Ke, Chieh-Yuan | Yeh, Ta-Hsun | Lin, Ying-Hsi | Chiou, Mhu-Hsiu | Lu, Shiu-Hung | Tsai, Jon-Jinn | Zhu, Ying-hui | Su, Chu-Ting | Chen, Chih-tung | Chien, Chih-Ching | Chang, Jr-Neng | ||
| Title (note 1) | Director and President | Director | Director | Supervisor | Director | Director | Director and President | Director | Supervisor | Chairman and President |
Director | Director | Supervisor | Chairman | Director and President | Director | Director | Director | Supervisor | ||
| Company Name | Realtek Semiconductor (Japan) Corp. | Realtek Semiconductor (Hong Kong) Limited |
Realtek Semiconductor (ShenZhen) Corp. | Cortina Network Systems (Shanghai) Co., Ltd. |
Realsil Microelectronics (SuZhou) Co., Ltd. | RayMX Microelectronics Corporation |
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| Shareholding (note 2) | % of Investment Holding |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
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|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Shares/ Investment Amount |
- | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | ||
| Name | Liu, Shuan-Ta | Wu, Wen-Bin | Huang, Yung-Fang | Peng, Zuo-Hui | Yen, Kuang-Yu | Shen, Jia-Qing | Liu Yong | Lin, Hou-Wei | Li, Chao-Ming | Lu, Shiu-Hung | Huang, Yung-Fang | Yen, Kuang-Yu | Chang, Jr-Neng | Huang, Yung-Fang | Yen, Kuang-Yu | Lin, Tsung-Ming | Huang, Yung-Fang | Yen, Kuang-Yu | Zeineddine Chair | Chiang, Ting-Chi | ||
| Title (note 1) | Supervisor | Supervisor | Chairman | Director and President | Director | Director | Director | Supervisor | Supervisor | Supervisor | Chairman | Director and President | Director | Chairman | Director and President | Director | Director | Director | Director | Chairman | ||
| Company Name | RayMX Microelectronics Corporation | Suzhou PanKore Integrated Circuit Technology Co., Ltd. |
Realtek Investment Singapore Private Limited |
Realtek Singapore Private Limited | Cortina Access, Inc. | Ubilinx Technology Inc. |
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| Supervisor Fu, Ying-Chi - - Note 1: If the affiliates are foreign companies, list the same positions as domestic. Note 2: The shares are the total of shareholdings directly or indirectly held; if the affiliates do not issue shares, the shareholdings are presented by the investment amount. Note 3: The above information up to March 31, 2023 |
|||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shareholding (note 2) | % of Investment Holding |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
Shares/ Investment Amount |
- | - | - | - | - | - | - | - | - | - | - | - | |
| Name | Fu, Ying-Chi | Lin, Chia-Liang | Soh Wei Kwek | Kao Shu-yi | Nguyen Phuoc Vinh Thang | Chang Yi-Shu | Fu, Ying-Chi | Lau Lai Li | Chang Yi-Shu | Chiang, Ting-Chi | Byung-gi Park | Fu, Ying-Chi | |
| Title (note 1) | Director | Director | Director | Director | Director | Director | Director | Director | Director and President | Director | Director | Supervisor | |
| Company Name | Ubilinx Technology Inc. | Realtek Viet Nam Co., Ltd. | Realtek Semiconductor (Malaysia) SDN. BHD. |
Realtek Korea Inc. |
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| EPS (After Taxes) |
- |
- |
- |
- |
- |
- |
0.58 |
(3.40) |
(0.19) |
(0.07) |
0.10 |
1.13 |
(11.04) |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net Income for the year (After Taxes) |
(76,336) |
69,393 |
45 |
138,531 |
(33,218) |
(27,379) |
16,284 |
(85,095) |
(5,547) |
(37) |
276 |
23,963 |
(22,073) |
(176) |
(23) |
21,793 |
10,346 |
146,081 |
(21,114) |
(83,656) |
117,565 |
15,285,229 |
17,389 |
14,021 |
| Operation Income |
(214,654) |
(13,316) |
(100) |
(87) |
(21,380) |
(6,214) |
(102) |
(542) |
(46) |
(49) |
(76) |
10,496 |
(20,854) |
(712) |
(24) |
33,810 |
7,260 |
153,976 |
(64,749) |
(79,140) |
(273) |
14,668,166 |
16,055 |
42,682 |
| Operating revenue |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
185,423 |
80,878 |
63,072 |
0 |
633,616 |
152,327 |
2,800,869 |
702,983 |
44,714 |
0 |
43,227,317 | 245,414 |
614,035 |
| Equity | 14,287,695 |
3,735,840 |
7,950 |
2,138,374 |
3,506,802 |
2,377,010 |
691,262 |
422,217 |
259,432 |
5,030 |
29,154 |
106,073 |
(2,093) |
1,971 |
1,121 |
311,475 |
181,708 |
2,133,820 |
382,720 |
(141,859) |
6,925,958 |
47,112,032 |
821,035 |
296,291 |
| Liabilities | 3,867,825 |
2,533,864 |
0 |
0 |
0 |
1,990,525 |
79 |
72,494 |
131 |
0 |
41 |
46,784 |
37,130 |
3,405 |
0 |
164,432 |
39,619 |
749,359 |
217,796 |
157,178 |
232 |
13,521,443 |
57,253 |
112,484 |
| Assets | 18,155,520 |
6,269,704 |
7,950 |
2,138,374 |
3,506,802 |
4,367,535 |
691,341 |
494,711 |
259,563 |
5,030 |
29,196 |
152,857 |
35,037 |
5,376 |
1,121 |
475,907 |
221,327 |
2,883,179 |
600,516 |
15,319 |
6,926,190 |
60,633,475 |
878,288 |
408,776 |
| Paid in Capital | 1,063,418 | 1,272,294 | 9,212 | 867,501 | 3,379,415 | 3,503,783 | 280,000 | 250,000 | 293,930 | 5,000 | 28,784 | 211,300 | 20,000 | 4,627 | 5,901 | 153,540 | 50,668 | 859,824 | 115,838 | 44,129 |
6,141,600 | 3,563,959 | 519 | 1,842,480 |
| Company | Leading Enterprises Limited | Amber Universal Inc. | Circon Universial Inc. | Empsonic Enterprises Inc. | Bluocean Inc. | Talent Eagle Enterprise Inc. | Realsun Investments Co., Ltd | Hung-wei Venture Capital Co., Ltd | Realking Investments Co., Ltd. | Realsun Technology Corporation | Bobitag Inc. | Cortina Systems Taiwan Limited. | AICONNX Technology Corporation | Realtek Semiconductor (Japan) Corp. | Realtek Semiconductor (Hong Kong) Limited | Realtek Semiconductor (ShenZhen) Corp. | Cortina Network Systems (Shanghai) Co., Ltd. | Realsil Microelectronics (SuZhou) Co., Ltd. | RayMX Microelectronics Corporation | Suzhou PanKore Integrated Circuit Technology Co., Ltd. |
Realtek Investment Singapore Private Limited | Realtek Singapore Private Limited | Cortina Access, Inc. | Ubilinx Technology, Inc |
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| EPS (After Taxes) |
- |
- |
- |
|---|---|---|---|
| Net Income for the year (After Taxes) |
2,421 |
2,327 |
5,624 |
| Operation Income |
1,721 |
1,010 |
8,647 |
| Operating revenue |
36,138 |
15,433 |
132,936 |
| Equity | 85,185 |
67,368 |
54,047 |
| Liabilities | 9,576 |
1,108 |
27,154 |
| Assets | 94,761 |
68,476 |
81,201 |
| Paid in Capital | 122,832 | 76,770 | 48,177 |
| Company | Realtek Viet Nam Co., Ltd | Realtek Semiconductor (Malaysia) SDN. BHD. | Realtek Korea Inc. |
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-
Affiliated Entities Consolidated Financial Statements:
-
The entities included in the consolidated financial statements are the same as the entities pursuant to the financial accounting standards to be included in the consolidated financial statements of the Parent Company. Therefore, please refer to consolidated financial reports for consolidated financial statement of affiliated entities.
-
II. Significant events with impact on shareholders’ rights or stock price regulated in Article 36-3-2 of the Securities and Exchange Act happened during last year to the date of the annual report printed: None
-
III. Acquisition or disposal of Realtek shares by subsidiaries during last year to the date of the annual report printed: None
-
IV. Issuance of private placement securities: None
V. Other Necessary Supplements: None
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Financial Information
-
I. Condensed balance sheet and Statement of Comprehensive Income, independent auditor’s name and audit opinion in the recent five years
-
Condensed Balance Sheet
-
1.1. Condensed Consolidated Balance Sheet (Note1)
Unit: NT$ thousands
| Item Year | 2018 |
2019 | 2020 | 2021 | 2022 |
|---|---|---|---|---|---|
| Current assets Property, plant and equipment Right-of-use assets Intangible assets Other non-current assets Total assets Current liabilities Before distribution After distribution Non-current liabilities Total liabilities Before distribution After distribution Equity attributable to owners of the parent company Share capital Capital surplus Retained earnings Before distribution After distribution Other equity interest Treasury shares Non-controlling interest Before distribution |
51,153,278 3,316,578 - 1,686,249 50,169 58,252,314 32,502,254 36,058,922 1,103,161 33,605,415 37,162,083 24,637,292 5,080,955 3,236,659 15,917,714 12,869,141 401,964 � 9,607 24,646,899 |
64,289,591 3,446,162 1,403,245 1,952,960 61,646 73,431,830 43,970,187 49,168,236 2,232,959 46,203,146 51,401,195 27,218,985 5,080,955 2,736,854 19,618,212 15,022,048 (217,036) � 9,699 27,228,684 |
66,811,913 4,448,532 1,647,241 2,067,324 49,319 78,095,917 46,128,894 53,278,483 2,498,277 48,627,171 55,776,760 29,459,081 5,106,849 2,122,008 23,786,273 17,658,054 (1,556,049) � 9,665 29,468,746 |
86,245,402 6,302,938 1,587,910 2,231,694 734,651 101,231,913 58,820,923 71,676,903 3,458,666 62,279,589 75,135,569 38,942,651 5,106,849 1,101,079 34,510,813 21,689,222 ( 1,776,090) � 9,673 38,952,324 26,096,344 |
95,491,681 7,556,636 1,537,328 2,413,195 2,283,237 113,700,527 62,544,727 (Note) 4,392,850 66,937,577 (Note) 46,753,232 5,128,636 1,045,147 37,893,274 (Note) 2,686,175 � 9,718 46,762,950 (Note) |
| Total Equity After distribution |
21,090,457 | 22,030,635 | 22,319,157 |
Note � Pending on approval of shareholders at Annual General Shareholders’ Meeting.
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1.2. Condensed Balance Sheet – Parent Company
Unit: NT$ thousands
| Item Year | 2018 |
2019 | 2020 | 2021 | 2022 |
|---|---|---|---|---|---|
| Current assets Property, plant and equipment Right-of-use assets Intangible assets Other non-current assets Total assets Current abilities Before distribution After distribution Non-current liabilities Total liabilities Before distribution After distribution Share capital Capital surplus Retained earnings Before distribution After distribution Other equity interest Treasury shares Total Equity Before distribution |
13,962,708 2,863,756 - 1,160,549 14,444 53,992,856 28,733,410 32,290,078 622,154 29,355,564 32,912,232 5,080,955 3,236,659 15,917,714 12,869,141 401,964 � 24,637,292 |
22,953,769 3,019,258 1,091,607 1,652,722 46,151 67,445,996 39,316,733 44,514,782 910,278 40,227,011 45,425,060 5,080,955 2,736,854 19,618,212 15,022,048 (217,036) � 27,218,985 |
21,247,908 4,027,004 1,390,104 1,955,629 34,805 70,040,894 39,289,791 46 439,380 1,292,022 40,581,813 47,731,402 5,106,849 2,122,008 23,786,273 17,658,054 (1,556,049) � 29,459,081 |
32,551,097 5,891,478 1,357,716 2,143,811 719,802 91,738,180 50,500,155 63,356,135 2,295,374 52,795,529 65,651,509 5,106,849 1,101,079 34,510,813 21,689,222 ( 1,776,090) � 38,942,651 26,086,671 |
28,362,371 7,133,169 1,331,689 2,353,616 2,262,850 100,934,029 51,232,219 (Note) 2,948,578 54,180,797 (Note) 5,128,636 1,045,147 37,893,274 (Note) 2,686,175 � 46,753,232 (Note) |
After distribution |
21,080,850 | 22,020,936 | 22,309,492 |
Note: Pending on approval of shareholders at Annual General Shareholders’ Meeting.
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2. Condensed Statement of Comprehensive Income
2.1. Condensed Consolidated Statement of Comprehensive Income
| Condensed Consolidated Statement of Comprehensive Income | Condensed Consolidated Statement of Comprehensive Income | Condensed Consolidated Statement of Comprehensive Income | Condensed Consolidated Statement of Comprehensive Income | Condensed Consolidated Statement of Comprehensive Income | Condensed Consolidated Statement of Comprehensive Income |
|---|---|---|---|---|---|
| Unit: NT$thousands | |||||
| Year Item |
2018 |
2019 | 2020 | 2021 | 2022 |
| Operating revenue Gross Profit Operating income Non-operating income(expenses) Net income before income tax, net Income From Operations of Continued Segments Income (Loss) From Operations of Discontinued Segments Net income for the year Total Comprehensive income for the year Net Profit Attributable to: Owner of the Company Net Profit(loss) Attributable to: Non- controlling interests Total Comprehensive Income Attributable to: Owner of the Company Total Comprehensive Income (Loss) Attributable to: Non-controlling interests |
45,805,746 20,460,870 3,764,460 892,741 4,657,201 4,350,781 � 4,350,781 5,054,264 4,350,768 13 5,054,251 13 |
60,744,006 26,583,316 6,330,865 905,007 7,235,872 6,790,375 � 6,790,375 6,130,163 6,790,283 92 6,130,071 92 |
77,759,470 33,248,739 8,639,563 716,582 9,356,145 8,793,526 � 8,793,526 7,425,261 8,793,477 49 7,425,212 49 |
105,504,286 53,188,403 17,324,896 249,826 17,574,722 16,852,811 � 16,852,811 16,632,770 16,852,759 52 16,632,718 52 33.00 |
111,789,791 54,634,836 15,723,998 1,197,861 16,921,859 16,204,144 � 16,204,144 20,666,409 16,204,052 92 20,666,317 92 31.62 |
| Earningsper share | 8.57 | 13.36 |
17.24 |
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2.2. Condensed Statement of Comprehensive Income – Parent Company
| 2.2. Condensed Statement of Comprehensive Income – Parent Company | 2.2. Condensed Statement of Comprehensive Income – Parent Company | 2.2. Condensed Statement of Comprehensive Income – Parent Company | 2.2. Condensed Statement of Comprehensive Income – Parent Company | 2.2. Condensed Statement of Comprehensive Income – Parent Company | 2.2. Condensed Statement of Comprehensive Income – Parent Company |
|---|---|---|---|---|---|
| Unit: NT$thousands | |||||
| Year Item |
2018 |
2019 | 2020 | 2021 | 2022 |
| Operating revenue Gross Profit Operating income Non-operating income Net income before income tax, net Income From Operations of Continued Segments Net Income for the year Other comprehensive income (Loss), net Total Comprehensive income for the year |
32,194,291 13,288,095 699,986 3,938,782 4,638,768 4,350,768 4,350,768 703,483 5,054,251 |
40,845,708 16,202,655 1,316,005 5,912,278 7,228,283 6,790,283 6,790,283 (660,212) 6,130,071 |
56,426,751 22,535,979 3,282,942 6,070,535 9,353,477 8,793,477 8,793,477 (1,368,265) 7,425,212 |
68,352,652 32,982,757 4,199,739 13,358,020 17,557,759 16,852,759 16,852,759 (220,041) 16,632,718 33.00 |
67,491,952 31,791,493 1,219,484 15,662,568 16,882,052 16,204,052 16,204,052 4,462,265 20,666,317 31.62 |
| Earningsper share | 8.57 | 13.36 |
17.24 |
3. Name of Auditors and Issued Opinions in the recent five years
| Year | Name of Auditors(CPA) | Auditor Opinion |
|---|---|---|
| 2018 | Hsueh,Seou-Hung,Li,Tien-Yi | Unqualified Opinions |
| 2019 | Lin,Yu-Kuan,Tsang,Kwok-Wah | Unqualified Opinions |
| 2020 | Lin,Yu-Kuan,Cheng,Ya-Huei | Unqualified Opinions |
| 2021 | Cheng,Ya-Huei,Lin,Yu-Kuan | Unqualified Opinions |
| 2022 | Li,Tien-Yi,Cheng,Ya-Huei | Unqualified Opinions |
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II. Financial Analysis in the Recent Five Years
1. Consolidated Financial Analysis
| 1. Consolidated Financial Analysis | 1. Consolidated Financial Analysis | |||||
|---|---|---|---|---|---|---|
| Year Item |
2018 | 2019 | 2020 | 2021 | 2022 | |
| Debt ratio (%) | 57.68 | 62.91 | 62.26 | 61.52 | 58.87 | |
| Capital Structure | Long-term fund to Property, plant and equipment |
776.40 |
854.91 | 718.59 | 672.87 |
676.96 |
| (%) | ||||||
| Current ratio (%) | 157.38 | 146.21 | 144.83 | 146.62 |
152.67 | |
| Liquidity | Quick ratio (%) | 138.43 | 128.67 | 125 | 117.36 | 110.98 |
| Times interest earned (times) | 34.63 | 45.46 | 59.47 | 171.22 | 79.82 | |
| Average collection turnover (times) | 6.32 | 6.74 | 6.4 | 7.07 | 7.93 | |
| Average collection days | 58 | 54 | 57 | 52 | 46 | |
| Operating Performance |
Inventory turnover (times) Payment turnover (times) |
3.98 4.64 |
4.57 4.95 |
4.88 4.69 |
3.78 4.63 |
2.36 5 |
| Average inventory turnover days | 92 | 80 | 75 | 97 | 154 | |
| Fixed assets turnover (times) | 14.13 | 17.96 | 19.69 | 19.62 | 16.13 | |
| Property, plant and equipment turnover (times) | 0.82 | 0.92 | 1.02 | 1.17 | 1.04 | |
| Return on total assets (%) | 8.1 | 10.54 | 11.79 | 18.90 | 15.27 | |
| Return on stockholders’ equity (%) | 18.71 | 26.17 | 31.01 | 49.26 | 37.80 | |
| Profitability | Profit before tax to paid-in capital (%) | 91.65 | 142.41 | 183.2 | 344.14 | 329.94 |
| Profit after tax to net sales (%) | 9.49 | 11.17 | 11.30 | 15.97 | 14.49 | |
| Earnings per share (NT$) | 8.57 | 13.36 | 17.24 | 33.00 | 31.62 | |
| Cash flow ratio (%) | 25.20 | 27.86 | 33.47 | 31.19 | 30.47 | |
| Cash Flow | Cash flow adequacy ratio (%) | 109.92 | 124.89 | 143.56 | 128.26 |
108.18 |
| Cash flow reinvestment ratio (%) | 17.53 | 26.05 | 27.31 | 23.78 | 10.16 | |
| Leverage | Operating leverage Financial leverage |
5.31 1.03 |
4.11 1.02 |
3.79 1.01 |
3.02 1.00 |
3.56 1.01 |
| Analysis of Changes equal to or over 20% in the recent two years: | ||||||
| Decrease in times interest earned: Mainly due to increase in interest expense. | ||||||
| Decrease inInventory turnover (times) and increase in Average inventory turnover days: Mainly due to | increase in inventories. | |||||
| Decrease in return on stockholders’ equity: Mainly due to increase in stockholders’ equity. | ||||||
| Decrease in cash flow reinvestment ratio: Mainlydue to increase in cash dividends. |
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2. Financial Analysis-Parent Company
| Item | Year | 2018 | 2019 | 2020 | 2021 | 2022 |
|---|---|---|---|---|---|---|
| Capital Structure |
Debt ratio (%) Long-term fund to Property, plant and equipment (%) |
54.36 882.03 |
59.64 931.66 |
57.94 763.62 |
57.55 699.96 |
53.67 696.77 |
| Liquidity | Current ratio (%) Quick ratio (%) |
48.59 33.81 |
58.38 43.05 |
54.07 37.77 |
64.45 40.12 |
55.36 31.17 |
| Times interest earned (Times) | 34.55 | 50.31 | 66.31 | 192.93 | 86.09 | |
| Average collection turnover (Times) | 5.66 | 6.14 | 6.49 | 7.07 | 8.25 | |
| Average collection days | 64 | 59 | 56 | 52 | 44 | |
| Operating | Inventory turnover (times) | 3.92 | 4.34 | 4.91 | 3.58 | 2.53 |
| Performance | Payment turnover (times) | 4.60 | 4.87 | 4.82 | 4.56 | 5.63 |
| Average inventory turnover days | 93 | 84 | 74 | 102 | 144 | |
| Fixed assets turnover (times) | 11.61 | 13.88 | 16.01 | 13.78 | 10.36 | |
| Property, plant and equipment turnover (times) | 0.61 | 0.67 | 0.82 | 0.84 | 0.7 | |
| Return on total assets (%) | 8.57 | 11.40 | 12.97 | 20.94 | 17.02 | |
| Profitability | Return on stockholders’ equity (%) | 18.71 | 26.18 | 31.02 | 49.27 | 37.81 |
| Profit before tax to paid-in capital (%) | 91.29 | 142.26 | 183.15 | 343.8 | 329.17 | |
| Profit after tax to net sales (%) | 13.51 | 16.62 | 15.58 | 24.65 | 24 | |
| Earnings per share (NT$) | 8.57 | 13.36 | 17.24 | 33.00 | 31.62 | |
| Cash Flow | Cash flow ratio (%) Cash flow adequacy ratio (%) |
16.13 74.81 |
10.06 59.46 |
38.88 102.41 |
27.02 95.03 |
28.61 94.87 |
| Cash flow reinvestment ratio (%) | 6.10 | 1.26 | 28.10 | 14.30 | 1.65 | |
| Leverage | Operating leverage | 19.19 | 12.50 | 6.97 | 7.88 | 27.81 |
| Financial leverage | 1.25 | 1.12 | 1.04 | 1.02 | 1.19 | |
| Analysis of Changes equal to or over 20% in the recent two | years: | |||||
| Decrease in quick ratio: Mainly due to decrease in accounts | receivable. | |||||
| Decrease in times interest earned (times): Mainly due to increase in interest expense. | ||||||
| Decrease inInventory turnover (times) and increase in average inventory turnover days: Mainly due to increase in | ||||||
| inventories. | ||||||
| Increase in payment turnover (times): Mainly due to decrease in accounts payable. | ||||||
| Decrease in property, plant and equipment turnover (times): | Mainly due to acquisition of property, plant and | |||||
| equipment. | ||||||
| Decrease in return on stockholders’ equity: Mainly due to increase in stockholders’ equity. | ||||||
| Decrease in cash flow reinvestment ratio: Mainly due to increase in cash dividends. | ||||||
| Increase in operatingleverage: Mainlydue to decrease in operatingincome. |
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Glossary:
- Capital Structure Analysis:
(1). Debt ratio = Total liabilities / Total assets
-
(2). Long-term fund to property, plant and equipment ratio = (Shareholders’ equity + non-current liabilities) / Net property, plant and equipment
-
Liquidity Analysis:
-
(1). Current ratio = Current assets / Current liabilities
-
(2). Quick ratio = (Current assets – inventories – prepaid expenses) / Current liabilities
-
(3). Times interest earned = Earnings before interest and taxes / Interest expenses
-
Operating Performance Analysis:
-
(1). Average collection turnover = Net sales / Average trade receivables
-
(2). Days sales outstanding = 365 / Average collection turnover
-
(3). Average inventory turnover = Operating costs / Average inventory
-
(4). Average payment turnover = operating costs / Average trade payables
-
(5). Average inventory turnover days = 365 / Average inventory turnover
-
(6). Property, plant and equipment turnover = Net sales / Average property, plant and equipment
-
(7). Total assets turnover = Net sales / total assets
-
Profitability Analysis:
-
(1). Return on total assets = [Net income + Interest expenses x (1 – tax rate)] / Average total assets
-
(2). Return on equity attributable to shareholders of the parent = Net income attributable to shareholders of the parent / Average equity attributable to shareholders of the parent
-
(3). Net margin = Net income / Net sales
-
(4). Earnings per share = (Net income attributable to shareholders of the parent – preferred stock dividend) / Weighted average number of shares outstanding
-
Cash Flow:
-
(1). Cash flow ratio = Net cash provided by operating activities / Current Liabilities
-
(2). Cash flow adequacy ratio = Five-year sum of cash from operations / Five-year sum of capital expenditures, inventory additions, and cash dividend
-
(3). Cash flow reinvestment ratio = (Cash provided by operating activities – cash dividends) / (Gross property, plant and equipment + long-term investments + other noncurrent assets + working capital) 6. Leverage:
-
(1). Operating leverage = (Net sales – variable cost) / Operating income
(2). Financial leverage = Operating income / (Operating income – interest expenses)
III. Has the company or its affiliates experienced financial difficulties in the most recent years up to the date of publication of the 2022 annual report: None.
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IV. Audit Committee’s Review Report
Audit Committee’s Review Report
The Company's 2022 business report, financial statements and distribution of retained earnings have been prepared by the Board of Directors. The financial statements also have been audited by Pricewaterhouse Coopers' with the opinion that they present fairly the Company’s financial position, operating performance, and cash flows. The Audit Committee has reviewed the business report, financial statements, and distribution of retained earnings, and found no irregularities. We hereby according to Securities and Exchange Act and Company Act submit this report.
To 2023 Annual Shareholders’ Meeting.
Realtek Semiconductor Corp.
Chairman of the Audit Committee: Chen, Fu-Yen
Feb. 24, 2023
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V. Consolidated Financial Statements
INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE
PWCR22000267
To the Board of Directors and Shareholders of Realtek Semiconductor Corporation
Opinion
We have audited the accompanying consolidated balance sheets of Realtek Semiconductor Corporation and subsidiaries (the “Group”) as at December 31, 2022 and 2021, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, based on our audits and the reports of other auditors (please refer to the Other matter section), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2022 and 2021, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission.
Basis for opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the consolidated financial statements section of our report. We are independent of the Group in accordance with the Norm of Professional Ethics for Certified Public Accountants of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on our audits and the report of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the Group’s 2022 consolidated financial statements. These matters were addressed in the context
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of our audit of the consolidated financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.
Key audit matters for the Group’s 2022 consolidated financial statements are stated as follows:
Evaluation of inventories
Description
Refer to Note 4(13) of the consolidated financial statements for inventory evaluation policies, Note 5(2) for uncertainty of accounting estimates and assumptions of inventory evaluation and Note 6(6) for the details of inventories.
The Group is primarily engaged in researching, developing, manufacturing, selling of various integrated circuits and related application software. Inventories are stated at the lower of cost and net realizable value. Due to the balances of inventories are significant to the financial statements and the rapid technological changes in the industry, there is a higher risk of decline in market value and obsolescence of inventories. Thus, we considered the evaluation of inventories as one of the key audit matters.
How our audit addressed the matter
We performed the following audit procedures in respect of the above key audit matter:
-
Obtained an understanding of accounting policies on the provision of allowance for inventory valuation losses and assessed the reasonableness.
-
Validated the accuracy of inventory aging report, as well as sampled and confirmed the consistency of quantities and amounts with detailed inventory listing, verified dates of movements with supporting documents and ensured the proper categorization of inventory aging report.
-
Evaluated and confirmed the reasonableness of net realizable value for inventories through validating respective supporting documents.
Other matter – Reference to the audits of other auditors
We did not audit the financial statements of certain consolidated subsidiaries and investments accounted for under equity method. Those financial statements were audited by other auditors, whose reports thereon have been furnished to us, and our opinion expressed herein, insofar as it relates to the amounts included in the financial statements and the information on the consolidated subsidiaries and investments accounted for under equity method were based solely on the reports of other auditors. Total assets
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(including investments accounted for under equity method amounting to NT$170,671 thousand and NT$191,377 thousand) of those companies amounted to NT$845,913 thousand and NT$1,220,840 thousand, constituting 0.74% and 1.21% of the consolidated total assets as at December 31, 2022 and 2021, respectively, and total operating revenues both NT$0 thousand, both constituting 0% of the consolidated total operating revenues for the years then ended. Furthermore, according to the reports of other auditors, comprehensive losses of those investments accounted for under equity method amounted to NT$20,723 thousand and NT$12,113 thousand, constituting (0.10%) and (0.07%) of comprehensive incomes for the years then ended, respectively.
Other matter – Parent company only financial reports
We have audited and expressed an unqualified opinion with other matter section on the parent company only financial statements of Realtek Semiconductor Corporation as at and for the years ended December 31, 2022 and 2021.
Responsibilities of management and those charged with governance for the consolidated financial statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Group’s financial reporting process.
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Auditor’s responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgement and professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying
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transactions and events in a manner that achieves fair presentation.
- Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Li, Tien-Yi Cheng, Ya-Huei For and on behalf PricewaterhouseCoopers, Taiwan February 24, 2023
------------------------------------------------------------------------------------------------------------------------------------------------The accompanying consolidated financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and independent auditors’ review are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.
As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.
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REALTEK SEMICONDUCTOR CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2022 AND 2021
(Expressed in thousands of New Taiwan dollars)
| Assets | Notes 6(1) 6(2) 6(4) 6(5) 6(5) and 7 6(6) 6(2) 6(3) 6(4) and 8 6(7) 6(8) 6(9) 6(10) 6(11) 6(28) |
December 31, 2022 December 31, 2021 AMOUNT % AMOUNT % ���������� �� ��������� � ��������� � ��������� � ���������� �� ���������� �� ��������� � ���������� �� ��������� � ��������� � ������� � ������� � ���������� �� ���������� �� ������� � ������� � ���������� �� ���������� �� ������� � � � ��������� � ��������� � ������� � ������ � ������� � ������� � ��������� � ��������� � ��������� � ��������� � ������ � ������ � ��������� � ��������� � ������� � ������� � ��������� � ������� � ���������� �� ���������� �� ����������� ��� ����������� ��� |
December 31, 2021 | December 31, 2021 |
|---|---|---|---|---|
| % | ||||
| Current assets 1100 Cash and cash equivalents 1110 Financial assets at fair value through profit or loss - current 1136 Financial assets at amortised cost - current 1170 Accounts receivable, net 1180 Accounts receivable, net - related parties 1200 Other receivables 130X Inventories, net 1410 Prepayments 11XX Total current assets Non-current assets 1510 Financial assets at fair value through profit or loss - non-current 1517 Financial assets at fair value through other comprehensive income - non- current 1535 Financial assets at amortised cost - non-current 1550 Investments accounted for under equity method 1600 Property, plant and equipment 1755 Right-of-use assets 1760 Investment property 1780 Intangible assets 1840 Deferred income tax assets 1900 Other non-current assets 15XX Total non-current assets 1XXX Total assets |
||||
| ��� |
(Continued)
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REALTEK SEMICONDUCTOR CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2022 AND 2021
(Expressed in thousands of New Taiwan dollars)
| Liabilities and Equity | Notes 6(12) 6(21) 7 6(13) 7 6(21) 6(14) 6(16) 6(28) 6(15) 6(17) 6(18) 6(19) 6(20) 9 |
December 31, 2022 December 31, 2021 AMOUNT % AMOUNT % � ���������� ��� ���������� �� ������� � ������� � � � ����� � ���������� � ���������� �� ������� � ������� � ���������� �� ���������� �� ������ � ������� � ��������� � ��������� � ������ � ������ � ��������� � ��������� � ���������� �� ���������� �� ��������� � ��������� � ��������� � ������� � ������ � ������� � ��������� � ��������� � ������� � ������� � ��������� � ��������� � ���������� �� ���������� �� ��������� � ��������� � ��������� � ��������� � ��������� � ��������� � ��������� � ��������� � ���������� �� ���������� �� ��������� �� ����������� � ���������� �� ���������� �� ����� � ����� � ���������� �� ���������� �� � ����������� ���� ����������� ��� |
|---|---|---|
| Current liabilities 2100 Short-term borrowings 2130 Contract liabilities - current 2150 Notes payable 2170 Accounts payable 2180 Accounts payable - related parties 2200 Other payables 2220 Other payables - related parties 2230 Current income tax liabilities 2280 Lease liabilities - current 2300 Other current liabilities 21XX Total current liabilities Non-current liabilities 2540 Long-term borrowings 2550 Provisions - non-current 2570 Deferred income tax liabilities 2580 Lease liabilities - non-current 2600 Other non-current liabilities 25XX Total non-current liabilities 2XXX Total liabilities Equity Share capital 3110 Common shares Capital surplus 3200 Capital surplus Retained earnings 3310 Legal reserve 3320 Special reserve 3350 Undistributed earnings Other equity 3400 Other equity interest 31XX Equity attributable to holders of the parent company 36XX Non-controlling interest 3XXX Total equity Significant contingent liabilities and unrecognized contract commitments 3X2X Total liabilities and equity |
The accompanying notes are an integral part of these consolidated financial statements.
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REALTEK SEMICONDUCTOR CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021
(Expressed in thousands of New Taiwan dollars)
| Year | ended December 31 | ended December 31 | ended December 31 | ||||||
|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | ||||||||
| Items | Notes | AMOUNT | % | AMOUNT | % | ||||
| 4000 | Operating revenue |
6(21) and 7 | � | ����������� | ��� | � | ����������� | ��� | |
| 5000 | Operating costs |
6(6) and 7 | � ������������ |
���� ������������ |
��� | ||||
| 5950 | Gross profit | ���������� | �� | ���������� | �� | ||||
| Operating expenses 6(26)(27) and 7 6100 Selling expenses � ����������� ��� ����������� |
�� | ||||||||
| 6200 | General and administrative expenses | � ����������� |
��� ����������� |
�� | |||||
| 6300 | Research and development expenses | � ������������ |
���� ������������ |
��� | |||||
| 6450 | Expected credit gains (losses) |
12(2) | ������ | �� ������ |
� | ||||
| 6000 | Total operating expenses | � ������������ |
���� ������������ |
��� | |||||
| 6900 | Operating income | ���������� | �� | ���������� | �� | ||||
| Non-operating income and expenses 7100 Interest income 6(22) ������� � ������� |
� | ||||||||
| 7010 | Other income |
6(23) | ������� | � | ������� | � | |||
| 7020 | Other gains and losses |
6(24) | ������ | �� �������� |
� | ||||
| 7050 | Finance costs |
6(25) | � �������� |
�� �������� |
� | ||||
| 7060 | Share of loss of associates and joint |
6(7) | |||||||
| ventures accounted for under equity | |||||||||
| method | � ������� |
�� ������� |
� | ||||||
| 7000 | Total non-operating income and | ||||||||
| expenses | ��������� | � | ������� | � | |||||
| 7900 | Profit before income tax, net | ���������� | �� | ���������� | �� | ||||
| 7950 | Income tax expense |
6(28) | � ��������� |
��� ��������� |
�� | ||||
| 8200 | Net income for the year | � | ���������� | �� | � | ���������� | �� | ||
| Other comprehensive income |
6(20) | ||||||||
| (losses), net Components of other comprehensive |
|||||||||
| income (losses) that will not be | |||||||||
| reclassified to profit or loss 8316 Unrealised (losses) income from 6(3) |
|||||||||
| investments in equity instruments | |||||||||
| measured at fair value through other | |||||||||
| comprehensive income | �� | ��������� | ��� | ������� | � | ||||
| Components of other comprehensive | |||||||||
| income (losses) that will be | |||||||||
| reclassified to profit or loss 8361 Financial statements translation |
|||||||||
| differences of foreign operations | ��������� | �� ����������� |
�� | ||||||
| 8300 | Other comprehensive income(losses), | ||||||||
| net | � | ��������� | ��� | �������� | � | ||||
| 8500 | Total comprehensive income for the | ||||||||
| year | � | ���������� | �� | � | ���������� | �� | |||
| Net income attributable to: 8610 Equity holders of the parent |
|||||||||
| company | � | ���������� | �� | � | ���������� | �� | |||
| 8620 | Non-controlling interest | �� | � | �� | � | ||||
| Net income for the year | � | ���������� | �� | � | ���������� | �� | |||
| Comprehensive income attributable to: 8710 Equity holders of the parent |
|||||||||
| company | � | ���������� | �� | � | ���������� | �� | |||
| 8720 | Non-controlling interest | �� | � | �� | � | ||||
| Total comprehensive income for | |||||||||
| the year | � | ���������� | �� | � | ���������� | �� | |||
| Earnings per share (in dollars) 9750 Basic earnings per share 6(29) � ����� � ����� |
|||||||||
| 9850 | Diluted earnings per share |
6(29) | � | ����� | � | ����� |
The accompanying notes are an integral part of these consolidated financial statements.
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| Total equity | ����������� | ���������� | ������� � | ���������� | � | ��������� � | ��������� � | ��� | ��� | �� � | ����������� | ����������� | ���������� | ��������� | ���������� | � | � | ���������� � | ������� | ��������� � | ��� | �� � | ����������� | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| REALTEK SEMICONDUCTOR CORPORATION AND SUBSIDIARIES | CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY | YEARS ENDED DECEMBER 31, 2022 AND 2021 | (Expressed in thousands of New Taiwan dollars) | Equity attributable to owners of the parent company | Retained earnings Other equity interest |
Unrealised income | (losses) from | financial assets | Financial measured at fair |
statements value through |
translation other |
Undistributed differences of comprehensive Non-controlling |
Common shares Capital surplus Legal reserve Special reserve earnings foreign operations income Total interest |
���������� ���������� ���������� � ������� ����������� � ����������� ���������� ����������� � ����� |
� � � � ���������� � � ���������� �� |
� � � � � � ���������� ������� � �������� � � |
� � � � ���������� � ���������� ������� ���������� �� |
� � � ��������� � ��������� � � � � � |
� � � � � ��������� � � � � ���������� � � |
� � ���������� � � � � � � ���������� � � |
� ��� � � � � � ��� � |
� ��� � � � � � ��� � |
� � � � � � � � � �� � � |
���������� ���������� ���������� ���������� ����������� � ����������� ���������� ����������� � ����� |
���������� ���������� ���������� ���������� ����������� � ����������� ���������� ����������� � ����� |
� � � � ���������� � � ���������� �� |
� � � � � ��������� � ������� � ��������� � |
� � � � ���������� ��������� � ������� � ���������� �� |
� � ��������� � � ��������� � � � � � |
� � � ������� � ������� � � � � � |
� � � � � ���������� � � � � ����������� � � |
������ ������� � � � � � ������� � |
� � ���������� � � � � � � ���������� � � |
� ��� � � � � � ��� � |
� � � � � � � � � �� � � |
���������� ���������� ���������� ���������� ����������� ���������� ���������� ����������� � ����� |
The accompanying notes are an integral part of these consolidated financial statements. | ~10~ | |||||||
| Notes | 6(20) | 6(19) | 6(19) | 6(19) | 6(18) | 6(18) | 6(20) | 6(19) | 6(19) | 6(19) | 6(17)(18) | 6(19) | 6(18) | ||||||||||||||||||||||||||||||||
| 2021 | Balance at January 1, 2021 | Net income for the year | Other comprehensive income (loss) for the year | Total comprehensive income (loss) | Distribution of 2020 earnings | Special reserve | Cash dividends | Cash from capital surplus | Changes in equity of associates accounted for under equity | method | Cash dividends returned | Changes in non-controlling interest | Balance at December 31, 2021 | 2022 | Balance at January 1, 2022 | Net income for the period | Other comprehensive income (loss) for the year | Total comprehensive income (loss) | Distribution of 2021 earnings | Legal reserve | Special reserve | Cash dividends | Employees’ compensation transferred to common shares | Cash from capital surplus | Cash dividends returned | Changes in non-controlling interest | Balance at December 31, 2022 |
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REALTEK SEMICONDUCTOR CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2022 AND 2021
(Expressed in thousands of New Taiwan dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Profit before tax Adjustments Adjustments to reconcile profit (loss) Depreciation Amortization Expected credit (gains) losses Interest expense Interest income Dividend income Losses(gains) on financial assets at fair value through profit or loss Share of loss of associates and joint ventures accounted for under equity method (Gains)losses on disposal of property, plant and equipment Loss on disposal of investments Gains arising from lease modifications Changes in operating assets and liabilities Changes in operating assets Financial assets at fair value through profit or loss - current Accounts receivable, net Accounts receivable, net - related parties Other receivables Inventories Prepayments Changes in operating liabilities Contract liabilities - current Notes payable Accounts payable Accounts payable - related parties Other payables Other payables - related parties Other current liabilities Provisions - non-current Accrued pension obligations |
Year ended December 31 Notes 2022 2021 � ���������� � ���������� 6(26) ��������� ������� 6(11)(26) ��������� ��������� 12(2) � ������ � ����� 6(25) ������� ������� 6(22) � ������� � � ������� � 6(23) � ������ � � ������ � 6(2)(24) ������� � ������� � 6(7) ������ ������ 6(24) � ����� � ��� 6(24) � ��� 6(24) � �� � � ��� � ������� � ������� � ��������� � ��������� � ������� � ������� � � ������� � � ����� � � ��������� � � ��������� � ������� � ������� � � ������ � � ������� � � ����� � � ������ � � ������� � ������� � ������� � � ����� � ��������� ��������� � ������ � ����� ��������� ������� ������� � � ����� � � ����� � |
|---|---|
(Continued)
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REALTEK SEMICONDUCTOR CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2022 AND 2021
(Expressed in thousands of New Taiwan dollars)
| Cash inflow generated from operations Interest received Dividends received Interest paid Income tax paid Net cash flows from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of financial assets at fair value through profit or loss - non-current Acquisition of financial assets at fair value through other comprehensive income Acquisition of financial assets at amortised cost Proceeds from disposal of financial assets at amortised cost Acquisition of investments accounted for under equity method Proceeds from disposal of investments accounted for under equity method Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Acquisition of intangible assets Increase in refundable deposits Increase in other non-current assets Net cash flows used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase in short-term borrowings Decrease in short-term borrowings Increase in long-term borrowings Repayment of principal portion of lease liabilities (Decrease)increase in guarantee deposits Cash from capital surplus and cash dividends Cash dividends returned Net cash flows used in financing activities Effect of exchange rate Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year |
Year ended December 31 Notes 2022 2021 � ���������� � ���������� ������� ������� ������ ������ � ������� � � ������� � � ������� � � ������� � ���������� ���������� � ������� � � � ������� � � ������ � � ���������� � � ���������� � ���������� ���������� � � ������ � � ��� 6(30) � ��������� � � ��������� � ����� ��� 6(30) � ��������� � � ��������� � � ��������� � � ������� � � ������ � � ��� � � ������� � � ���������� � 6(31) ����������� ����������� 6(31) � ����������� � � ����������� � 6(31) ������� ��������� 6(31) � ������ � � ������ � � ��� � ��� � ���������� � � ��������� � ��� ��� � ���������� � � ��������� � ������� � ������ � ��������� � ������ � ��������� ��������� � ���������� � ��������� |
|---|---|
The accompanying notes are an integral part of these consolidated financial statements.
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REALTEK SEMICONDUCTOR CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
1. HISTORY AND ORGANISATION
Realtek Semiconductor Corporation (the “Company”) was incorporated as a company limited by shares on October 21, 1987 and commenced commercial operations in March 1988. The Company was based in Hsinchu Science Park since October 28, 1989. The Company and its subsidiaries (collectively referred herein as the “Group”) are engaged in the research, development, design, testing, and sales of ICs and application software for these products.
-
THE DATE OF AUTHORISATION FOR ISSUANCE OF THE CONSOLIDATED FINANCIAL
-
STATEMENTS AND PROCEDURES FOR AUTHORISATION
These consolidated financial statements were authorised for issuance by the Board of Directors on February 24, 2023.
3. APPLICATION OF NEW STANDARDS, AMENDMENTS AND INTERPRETATIONS
- (1) Effect of the adoption of new issuances of or amendments to International Financial Reporting Standards (“IFRSs”) that came into effect as endorsed by the Financial Supervisory Commission (“FSC”)
New standards, interpretations and amendments that came into effect as endorsed by FSC and became effective from 2022 are as follows:
| New standards, interpretations and amendments that came into effect as endo effective from 2022 are as follows: |
rsed by FSC and became |
|---|---|
| NewStandards,Interpretations and Amendments | Effective date by International Accounting Standards Board |
| Amendments to IFRS 3, ‘Reference to the conceptual framework’ Amendments to IAS 16, ‘Property, plant and equipment: proceeds before intended use’ Amendments to IAS 37, ‘Onerous contracts—cost of fulfilling a contract’ Annual improvements to IFRS Standards 2018–2020 |
January 1, 2022 January 1, 2022 January 1, 2022 January 1, 2022 |
The above standards, interpretations and amendments have no significant impact to the Group’s financial condition and financial performance based on the Group’s assessment.
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(2) Effect of new issuances of or amendments to IFRSs that came into effect as endorsed by the FSC but not yet adopted by the Group
New standards, interpretations and amendments that came into effect as endorsed by the FSC effective from 2023 are as follows:
| effective from 2023 are as follows: | |
|---|---|
| NewStandards,Interpretations and Amendments | Effective date by International Accounting Standards Board |
| Amendments to IAS 1, ‘Disclosure of accounting policies’ Amendments to IAS 8, ‘Definition of accounting estimates’ Amendments to IAS 12, ‘Deferred tax related to assets and liabilities arising from a single transaction’ |
January 1, 2023 January 1, 2023 January 1, 2023 |
The above standards, interpretations and amendments have no significant impact to the Group’s financial condition and financial performance based on the Group’s assessment.
(3) IFRSs issued by IASB but not yet endorsed by the FSC
New standards, interpretations and amendments issued by IASB but not yet included in the IFRSs as endorsed by the FSC are as follows:
| IFRSs issued by IASB but not yet endorsed by the FSC New standards, interpretations and amendments issued by IASB but IFRSs as endorsed by the FSC are as follows: |
not yet included in the |
|---|---|
| New Standards,InterpretationsandAmendments | Effective date by International Accounting StandardsBoard |
| Amendments to IFRS 10 and IAS 28, ‘Sale or contribution of assets between an investor and its associate or joint venture’ Amendments to IFRS 16, ‘Lease liability in a sale and leaseback’ IFRS 17, ‘Insurance contracts’ Amendments to IFRS 17, 'Insurance contracts' Amendment to IFRS 17, 'Initial application of IFRS 17 and IFRS 9 – comparative information' Amendments to IAS 1, ‘Classification of liabilities as current or non-current’ Amendments to IAS 1, ‘Non-current liabilities with covenants’ |
To be determined by International Accounting Standards Board January 1, 2024 January 1, 2023 January 1, 2023 January 1, 2023 January 1, 2024 January 1, 2024 |
The above standards, interpretations and amendments have no significant impact to the Group’s financial condition and financial performance based on the Group’s assessment.
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.
(1) Compliance statement
The consolidated financial statements of the Group have been prepared in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers”, International
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Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the FSC (collectively referred herein as the “IFRSs”).
-
(2) Basis of preparation
-
A. Except for the following items, the consolidated financial statements have been prepared under the historical cost convention:
-
(a) Financial assets (including derivative instruments) at fair value through profit or loss.
-
(b) Financial assets at fair value through other comprehensive income.
-
(c) Defined benefit liabilities recognized based on the net amount of pension fund assets less present value of defined benefit obligation.
-
-
B. The preparation of financial statements in conformity with IFRSs requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 5.
-
(3) Basis of consolidation
-
A. Basis for preparation of consolidated financial statements:
-
(a) All subsidiaries are included in the Group’s consolidated financial statements. Subsidiaries are all entities (including structured entities) controlled by the Group. The Group controls an entity when the Group is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Consolidation of subsidiaries begins from the date the Group obtains control of the subsidiaries and ceases when the Group loses control of the subsidiaries.
-
(b) Inter-company transactions, balances and unrealized gains or losses on transactions between companies within the Group are eliminated. Accounting policies of subsidiaries have been adjusted where necessary to ensure consistency with the policies adopted by the Group.
-
(c) Profit or loss and each component of other comprehensive income are attributed to the owners of the parent and to the non-controlling interests. Total comprehensive income is attributed to the owners of the parent and to the non-controlling interests even if this results in the noncontrolling interests having a deficit balance.
-
(d) Changes in a parent’s ownership interest in a subsidiary that do not result in the parent losing control of the subsidiary (transactions with non-controlling interests) are accounted for as equity transactions, i.e. transactions with owners in their capacity as owners. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity.
-
(e) When the Group loses control of a subsidiary, the Group remeasures any investment retained in the former subsidiary at its fair value. That fair value is regarded as the fair value on initial recognition of a financial asset or the cost on initial recognition of the associate or joint venture.
-
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Any difference between fair value and carrying amount is recognized in profit or loss. All amounts previously recognized in other comprehensive income in relation to the subsidiary are reclassified to profit or loss on the same basis as would be required if the related assets or liabilities were disposed of. That is, when the Group loses control of a subsidiary, all gains or losses previously recognized in other comprehensive income in relation to the subsidiary should be reclassified from equity to profit or loss, if such gains or losses would be reclassified to profit or loss when the related assets or liabilities are disposed of.
B. Subsidiaries included in the consolidated financial statements:
| Name of investor | Name ofsubsidiary | Main business activities |
Ownership (%) | Ownership (%) | Description Note 1 Note 1 Note 1 |
|---|---|---|---|---|---|
| December 31,2022 |
December 31,2021 |
||||
| Realtek Semiconductor Corporation Realtek Semiconductor Corporation Realtek Semiconductor Corporation Realtek Semiconductor Corporation Realtek Semiconductor Corporation Realtek Semiconductor Corporation Realtek Semiconductor Corporation Realtek Semiconductor Corporation Realtek Semiconductor Corporation |
Leading Enterprises Limited Amber Universal Inc. Realtek Singapore Private Limited Bluocean Inc. Talent Eagle Enterprise Inc. Realtek Investment Singapore Private Limited Realsun Investment Co., Ltd. Hung-wei Venture Capital Co., Ltd. Realking Investments Co., Ltd. |
Investment holdings � ICs manufacturing, design, research, development, sales, and marketing Investment holdings � � � � � |
- 100% 100% - - 100% 100% 100% 100% |
100% 100% 100% 100% 100% 100% 100% 100% 100% |
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| Name of investor | Name ofsubsidiary | Main business activities |
Ownership (%) | Ownership (%) | Description |
|---|---|---|---|---|---|
| December 31,2022 |
December 31,2021 |
||||
| Realtek Semiconductor Corporation Realtek Semiconductor Corporation Realtek Semiconductor Corporation Leading Enterprises Limited Leading Enterprises Limited Amber Universal Inc. Amber Universal Inc. Empsonic Enterprises Inc. Talent Eagle Enterprise Inc. Realtek Singapore Private Limited Realtek Singapore Private Limited |
Realsun Technology Corporation Bobitag Inc. AICONNX Technology Corporation Realtek Semiconductor (Japan) Corp. Circon Universal Inc. Realtek Semiconductor (Hong Kong) Limited Realtek Semiconductor (Shen Zhen) Corp. Realsil Microelectronics Corp. Ubilinx Technology Inc. Cortina Access Inc. Cortina Systems Taiwan Limited |
ICs manufacturing, design, research, development, sales, and marketing Manufacture and installation of computer equipment and wholesale, retail and related service of electronic materials and information / software ICs manufacturing, design, research, development, sales, and marketing Information collection and technical support Investment holdings Information services and technical support R&D and technical support � � � � |
100% 67% 100% 100% 100% 100% 100% 100% 100% 100% 100% |
100% 67% 100% 100% 100% 100% 100% 100% 100% 100% 100% |
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| Name of investor | Name ofsubsidiary | Main business activities |
Ownership (%) | Ownership (%) | Description Note 1 Note 1 Note 1 Note 2 |
|---|---|---|---|---|---|
| December 31,2022 |
December 31,2021 |
||||
| Realtek Singapore Private Limited Realtek Singapore Private Limited Realtek Singapore Private Limited Realtek Singapore Private Limited Realtek Singapore Private Limited Realtek Singapore Private Limited Realtek Singapore Private Limited Realsil Microelectronics Corp. Realsil Microelectronics Corp. Realtek Semiconductor (Shen Zhen) Corp. Bluocean Inc. Bluocean Inc. |
Cortina Network Systems Shanghai Co., Ltd. Empsonic Enterprises Inc. Realtek Viet Nam Co., Ltd. RayMX Microelectronics Corp. Leading Enterprises Limited Bluocean Inc. Talent Eagle Enterprise Inc. RayMX Microelectronics Corp. Suzhou PanKore Integrated Circuit Technology Co. Ltd. Suzhou PanKore Integrated Circuit Technology Co. Ltd. Realtek Semiconductor (Malaysia) Sdn. Bhd. Realtek Korea Inc. |
R&D and technical support Investment holdings R&D and technical support ICs manufacturing, design, research, development, sales, and marketing Investment holdings � � ICs manufacturing, design, research, development, sales, and marketing � � R&D and technical support � |
100% 100% 100% 19% 100% 100% 100% 81% 80% 20% 100% 100% |
100% 100% 100% 19% - - - 81% 80% 20% 100% - |
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- Note 1: Due to reorganisation, the Company sold all equity interests in its three wholly-owned subsidiaries, Leading Enterprises Limited, Bluocean Inc. and Talent Eagle Enterpriese Inc., to Realtek Singapore Private Limited through share exchanges.
- Note 2: Realtek Korea Inc. was established on January 17, 2022.
-
C. Subsidiaries not included in the consolidated financial statements: None.
-
D. Adjustments for subsidiaries with different balance sheet dates: None.
-
E. Significant restrictions: None.
-
F. Subsidiaries that have non-controlling interests that are material to the Group: None.
-
(4) Foreign currency translation
Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The consolidated financial statements are presented in New Taiwan dollars, which is the Company’s functional and Group’s presentation currency.
-
A. Foreign currency transactions and balances
-
(a) Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions are recognized in profit or loss in the period in which they arise.
-
(b) Monetary assets and liabilities denominated in foreign currencies at the period end are retranslated at the exchange rates prevailing at the balance sheet date. Exchange differences arising upon re-translation at the balance sheet date are recognized in profit or loss.
-
(c) Non-monetary assets and liabilities denominated in foreign currencies held at fair value through profit or loss are re-translated at the exchange rates prevailing at the balance sheet date; their translation differences are recognized in profit or loss. Non-monetary assets and liabilities denominated in foreign currencies held at fair value through other comprehensive income are re-translated at the exchange rates prevailing at the balance sheet date; their translation differences are recognized in other comprehensive income. However, nonmonetary assets and liabilities denominated in foreign currencies that are not measured at fair value are translated using the historical exchange rates at the dates of the initial transactions.
-
(d) All other foreign exchange gains and losses based on the nature of those transactions are presented in the statement of comprehensive income within ‘other gains and losses’.
-
B. Translation of foreign operations
-
(a) The operating results and financial position of all the group entities, associates and joint arrangements that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
- i. Assets and liabilities for each balance sheet presented are translated at the closing exchange rate at the date of that balance sheet;
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- ii. Income and expenses for each statement of comprehensive income are translated at average exchange rates of that period; and
- iii. All resulting exchange differences are recognized in other comprehensive income.
- (b) When the foreign operation partially disposed of or sold is an associate, exchange differences that were recorded in other comprehensive income are proportionately reclassified to profit or loss as part of the gain or loss on sale. In addition, even when the Group retains partial interest in the former foreign associate after losing significant influence over the former foreign associate, such transactions should be accounted for as disposal of all interest in these foreign operations.
- (c) Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing exchange rates at the balance sheet date.
-
(5) Classification of current and non-current items
-
A. Assets that meet one of the following criteria are classified as current assets:
-
(a) Assets arising from operating activities that are expected to be realized, or are intended to be sold or consumed within the normal operating cycle;
-
(b) Assets held mainly for trading purposes;
-
(c) Assets that are expected to be realized within twelve months from the balance sheet date;
-
(d) Cash and cash equivalents, excluding restricted cash and cash equivalents and those that are to be exchanged or used to settle liabilities more than twelve months after the balance sheet date.
-
Otherwise, they are classified as non-current assets.
-
B. Liabilities that meet one of the following criteria are classified as current liabilities:
-
(a) Liabilities that are expected to be settled within the normal operating cycle;
-
(b) Liabilities held mainly for trading purposes;
-
(c) Liabilities that are to be settled within twelve months from the balance sheet date;
-
(d) Liabilities for which the repayment date cannot be extended unconditionally to more than twelve months after the balance sheet date. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.
Otherwise, they are classified as non-current liabilities.
(6) Cash equivalents
Cash equivalents refer to short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Time deposits that meet the definition above and are held for the purpose of meeting short-term cash commitments in operations are classified as cash equivalents.
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-
(7) Financial assets at fair value through profit or loss
-
A. Financial assets at fair value through profit or loss are financial assets that are not measured at amortized cost or fair value through other comprehensive income. Financial assets at amortized cost or fair value through other comprehensive income are designated as at fair value through profit or loss at initial recognition when they eliminate or significantly reduce a measurement or recognition inconsistency.
-
B. On a regular way purchase or sale basis, financial assets at fair value through profit or loss are recognized and derecognized using trade date accounting.
-
C. At initial recognition, the Group measures the financial assets at fair value and recognizes the transaction costs in profit or loss. The Group subsequently measures the financial assets at fair value, and recognizes the gain or loss in profit or loss.
-
D. The Group recognizes the dividend income when the right to receive payment is established, future economic benefits associated with the dividend will flow to the Group and the amount of the dividend can be measured reliably.
-
(8) Financial assets at fair value through other comprehensive income
-
A. Financial assets at fair value through other comprehensive income comprise equity securities which are not held for trading, and for which the Group has made an irrevocable election at initial recognition to recognize changes in fair value in other comprehensive income.
-
B. On a regular way purchase or sale basis, financial assets at fair value through other comprehensive income are recognized and derecognized using trade date accounting.
-
C. At initial recognition, the Group measures the financial assets at fair value plus transaction costs.
The Group subsequently measures the financial assets at fair value:
- The changes in fair value of equity investments that were recognized in other comprehensive income are reclassified to retained earnings and are not reclassified to profit or loss following the derecognition of the investment. Dividends are recognized as revenue when the right to receive payment is established, future economic benefits associated with the dividend will flow to the Group and the amount of the dividend can be measured reliably.
(9) Financial assets at amortized cost
-
A. Financial assets at amortised cost are those that meet all of the following criteria:
-
(a) The objective of the Group’s business model is achieved by collecting contractual cash flows.
-
(b) The assets’ contractual cash flows represent solely payments of principal and interest.
-
B. On a regular way purchase or sale basis, financial assets at amortised cost are recognised and derecognised using trade date accounting.
-
C. At initial recognition, the Group measures the financial assets at fair value plus transaction costs. Interest income from these financial assets is included in finance income using the effective interest method. A gain or loss is recognised in profit or loss when the asset is derecognised or impaired.
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-
D. The Group’s time deposits which do not fall under cash equivalents are those with a short maturity period and are measured at initial investment amount as the effect of discounting is immaterial.
-
(10) Accounts receivable
-
A. Accounts receivable entitle the Group a legal right to receive consideration in exchange for transferred goods or rendered services.
-
B. The short-term accounts and notes receivable without bearing interest are subsequently measured at initial invoice amount as the effect of discounting is immaterial.
-
(11) Impairment of financial assets
-
For financial assets at amortized cost, at each reporting date, the Group recognizes the impairment provision for 12 months expected credit losses(ECLs) if there has not been a significant increase in credit risk since initial recognition or recognizes the impairment provision for the lifetime ECLs if such credit risk has increased since initial recognition after taking into consideration all reasonable and verifiable information that includes forecasts. On the other hand, for accounts receivable that do not contain a significant financing component, the Group recognizes the impairment provision for lifetime ECLs.
-
(12) Derecognition of financial assets
The Group derecognizes a financial asset when the contractual rights to receive the cash flows from the financial asset expire.
- (13) Inventories
Inventories are stated at the lower of cost and net realizable value. Cost is determined using the weighted-average method. The cost of finished goods and work in progress comprises raw materials, direct labor, other direct costs and related production overheads (allocated based on normal operating capacity). It excludes borrowing costs. The item-by-item approach is used in applying the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less the estimated cost of completion and applicable variable selling expenses.
-
(14) Investments accounted for under equity method / associates
-
A. Associates are all entities over which the Group has significant influence but not control. In general, it is presumed that the investor has significant influence, if an investor holds, directly or indirectly 20 percent or more of the voting power of the investee. Investments in associates are accounted for under equity method and are initially recognized at cost.
-
B. The Group’s share of its associates’ post-acquisition profits or losses is recognized in profit or loss, and its share of post-acquisition movements in other comprehensive income is recognized in other comprehensive income. When the Group’s share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the Group does not recognize further losses, unless it has incurred legal or constructive obligations or made payments on behalf of the associate.
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-
C. When changes in an associate’s equity do not arise from profit or loss or other comprehensive income of the associate and such changes do not affect the Group’s ownership percentage of the associate, the Group recognizes change in ownership interests in the associate in ‘capital surplus’ in proportion to its ownership.
-
D. Unrealized gains or losses on transactions between the Group and its associates are eliminated to the extent of the Group’s interest in the associates. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been adjusted where necessary to ensure consistency with the policies adopted by the Group.
-
E. In the case that an associate issues new shares and the Group does not subscribe or acquire new shares proportionately, which results in a change in the Group’s ownership percentage of the associate but maintains significant influence on the associate, then ‘capital surplus’ and � investments accounted for under equity method’ shall be adjusted for the increase or decrease of its share of equity interest. If the above condition causes a decrease in the Group’s ownership percentage of the associate, in addition to the above adjustment, the amounts previously recognized in other comprehensive income in relation to the associate are reclassified to profit or loss proportionately on the same basis as would be required if the relevant assets or liabilities were disposed of.
-
F. Upon loss of significant influence over an associate, the Group remeasures any investment retained in the former associate at its fair value. Any difference between fair value and carrying amount is recognized in profit or loss.
-
G. When the Group disposes its investment in an associate and loses significant influence over this associate, the amounts previously recognized in other comprehensive income in relation to the associate, are reclassified to profit or loss, on the same basis as would be required if the relevant assets or liabilities were disposed of. If it retains significant influence over this associate, the amounts previously recognized in other comprehensive income in relation to the associate are reclassified to profit or loss proportionately in accordance with the aforementioned approach.
-
(15) Property, plant and equipment
-
A. Property, plant and equipment are initially recorded at cost. Borrowing costs incurred during the construction period are capitalized.
-
B. Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognized. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred.
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-
C. Other property, plant and equipment apply cost model and are depreciated using the straightline method to allocate their cost over their estimated useful lives. Each part of an item of property, plant and equipment with a cost that is significant in relation to the total cost of the item must be depreciated separately.
-
D. The assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each financial year-end. If expectations for the assets’ residual values and useful lives differ from previous estimates or the patterns of consumption of the assets’ future economic benefits embodied in the assets have changed significantly, any change is accounted for as a change in estimate under IAS 8, ‘Accounting Policies, Changes in Accounting Estimates and Errors’, from the date of the change. The estimated useful lives of the fixed assets are as follows: buildings - 10~55 years and other fixed assets - 3~5 years.
-
(16) Leasing arrangements (lessee) � right-of-use assets/ lease liabilities
-
A. Leases are recognized as a right-of-use asset and a corresponding lease liability at the date at which the leased asset is available for use by the Group.
-
B. Lease liabilities include the net present value of the remaining lease payments at the commencement date, discounted using the incremental borrowing interest rate. Fixed payments, less any lease incentives receivable.
- The Group subsequently measures the lease liability at amortized cost using the interest method and recognizes interest expense over the lease term. The lease liability is remeasured and the amount of remeasurement is recognized as an adjustment to the right-of-use asset when there are changes in the lease term or lease payments and such changes do not arise from contract modifications.
-
C. At the commencement date, the right-of-use asset is stated at cost comprising the following: (a) The amount of the initial measurement of lease liability; and
-
(b) Any lease payments made at or before the commencement date.
-
The right-of-use asset is measured subsequently using the cost model and is depreciated from the commencement date to the earlier of the end of the asset’s useful life or the end of the lease term. When the lease liability is remeasured, the amount of remeasurement is recognized as an adjustment to the right-of-use asset.
-
-
(17) Investment property
An investment property is stated initially at its cost and measured subsequently using the cost model. Except for land, investment property is depreciated on a straight-line basis over its estimated useful life of 20 years.
(18) Intangible assets
- A. Computer software
Computer software is stated at cost and amortized on a straight-line basis over its estimated useful life of 1 to 5 years.
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-
B. Goodwill
- Goodwill arises in a business combination accounted for by applying the acquisition method.
-
C. Other intangible assets
- Separately acquired intangible assets with a finite useful life are stated at cost. Intangible assets acquired in a business combination are recognized at fair value at acquisition date. The amortization amounts of separately and consolidated acquired intangible assets were amortized on a straight-line basis over their estimated useful lives of 2-5 years.
-
(19) Impairment of non-financial assets
-
A. The Group assesses at each balance sheet date the recoverable amounts of those assets where there is an indication that they are impaired. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell or value in use. When the circumstances or reasons for recognizing impairment loss for an asset in prior years no longer exist or diminish, the impairment loss is reversed. The increased carrying amount due to reversal should not be more than what the depreciated or amortized historical cost would have been if the impairment had not been recognized.
-
B. The recoverable amounts of goodwill are evaluated periodically. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. Impairment loss of goodwill previously recognized in profit or loss shall not be reversed in the following years.
-
(20) Borrowings
-
Borrowings comprise long-term and short-term bank borrowings. Borrowings are recognized initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortized cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognized in loss over the period of the borrowings using the effective interest method.
-
(21) Notes and accounts payable
-
A. Accounts payable are liabilities for purchases of raw materials, goods or services and notes payable are those resulting from operating and non-operating activities.
-
B. The short-term notes and accounts payable without bearing interest are subsequently measured at initial invoice amount as the effect of discounting is immaterial.
(22) Derecognition of financial liabilities
-
A financial liability is derecognized when the obligation under the liability specified in the contract is discharged or cancelled or expires.
-
(23) Provisions
-
Provisions are recognized when the Group has a present legal or constructive obligation as a result of past events, and it is probable that an outflow of economic resources will be required to settle the obligation and the amount of the obligation can be reliably estimated. Provisions are measured at the present value of the expenditures expected to be required to settle the obligation
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on the balance sheet date.
(24) Employee benefits
- A. Short-term employee benefits
Short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in respect of service rendered by employees in a period and should be recognized as expense in that period when the employees render service.
-
B. Pensions
-
(a) Defined contribution plan
For defined contribution plans, the contributions are recognized as pension expense when they are due on an accrual basis. Prepaid contributions are recognized as an asset to the extent of a cash refund or a reduction in the future payments.
-
(b) Defined benefit plan
-
i. Net obligation under a defined benefit plan is defined as the present value of an amount of pension benefits that employees will receive on retirement for their services with the Company in current period or prior periods. The liability recognized in the balance sheet in respect of defined benefit pension plans is the present value of the defined benefit obligation at the balance sheet date less the fair value of plan assets. The net defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The rate used to discount is determined by using interest rates of highquality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating to the terms of the related pension liability; when there is no deep market in high-quality corporate bonds, the Company uses interest rates of government bonds (at the balance sheet date) instead.
-
ii. Remeasurements arising on defined benefit plans are recognized in other comprehensive income in the period in which they arise and are recorded as retained earnings.
-
-
C. Employees’ compensation and directors’ remuneration
-
Employees’ compensation and directors’ remuneration are recognized as expense and liability, provided that such recognition is required under legal or constructive obligation and those amounts can be reliably estimated. Any difference between the resolved amounts and the subsequently actual distributed amounts is accounted for as changes in estimates. If employee compensation is distributed by shares, the Group calculates the number of shares based on the closing price at the previous day of the Board meeting resolution.
(25) Income tax
- A. The tax expense for the period comprises current and deferred tax. Tax is recognized in profit or loss, except to the extent that it relates to items recognized in other comprehensive income or items recognized directly in equity, in which cases the tax is recognized in other comprehensive income or equity.
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-
B. The current income tax expense is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Company and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in accordance with applicable tax regulations. It establishes provisions where appropriate based on the amounts expected to be paid to the tax authorities. An additional tax is levied on the unappropriated retained earnings and is recorded as income tax expense in the year the stockholders resolve to retain the earnings.
-
C. Deferred tax is recognized, using the balance sheet liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated balance sheet. However, the deferred tax is not accounted for if it arises from initial recognition of goodwill or of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit nor loss. Deferred tax is provided on temporary differences arising on investments in subsidiaries and associates, except where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.
-
D. Deferred tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. At each balance sheet date, unrecognized and recognized deferred tax assets are reassessed.
-
E. A deferred tax asset shall be recognized for the carryforward of unused tax credits resulting from research and development expenditures to the extent that it is possible that future taxable profit will be available against which the unused tax credits can be utilised.
-
(26) Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax, from the proceeds.
- (27) Dividends
Cash dividends are recorded as liabilities in the Company’s financial statements in the period in which they are resolved by the Board of Directors. Stock dividends are recorded as stock dividends to be distributed in the Company’s financial statements in the period in which they are resolved by the Company’s shareholders and are reclassified to ordinary shares on the effective date of new shares issuance.
-
(28) Revenue recognition
-
A. Sales of goods
- (a) The Group manufactures and sells various integrated circuit related products. Sales are recognized when control of the products has transferred, being when the products are
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delivered to the customers, and there is no unfulfilled obligation that could affect the customer’s acceptance of the products. Delivery occurs when the products have been shipped to the specific location, the risks of obsolescence and loss have been transferred to the customer, and either the customer has accepted the products in accordance with the sales contract, or the Group has objective evidence that all criteria for acceptance have been satisfied.
-
(b) Revenue from these sales is recognized based on the price specified in the contract. A refund liability is recognized for expected sales discounts and allowances payable to customers in relation to sales made until the end of the reporting period. As the time interval between the transfer of committed goods or service and the payment of customer does not exceed one year, the Group does not adjust the transaction price to reflect the time value of money.
-
(c) A receivable is recognized when the goods are delivered as this is the point in time that the consideration is unconditional because only the passage of time is required before the payment is due.
-
B. Services revenue
Revenue from design, royalty and technical services is recognized after completing the services in which the services are rendered.
(29) Government grants
Government grants are recognized at their fair value only when there is reasonable assurance that the Group will comply with any conditions attached to the grants and the grants will be received. Government grants are recognized in profit or loss on a systematic basis over the periods in which the Group recognizes expenses for the related costs for which the grants are intended to compensate.
(30) Operating segments
Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision-Maker. The Group’s Chief Operating Decision-Maker is responsible for allocating resources and assessing performance of the operating segments.
5. CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND KEY SOURCES OF
ASSUMPTION UNCERTAINTY
The preparation of these consolidated financial statements requires management to make critical judgements in applying the Group’s accounting policies and make critical assumptions and estimates concerning future events. Assumptions and estimates may differ from the actual results and are continually evaluated and adjusted based on historical experience and other factors. Such assumptions and estimates have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year; and the related information is addressed below:
(1) Critical judgements in applying the Group’s accounting policies
None.
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(2) Critical accounting estimates and assumptions
Evaluation of inventories
As inventories are stated at the lower of cost and net realisable value, the Group must determine the net realisable value of inventories on balance sheet date using judgements and estimates. Due to the rapid technology innovation, the Group evaluates the amounts of normal inventory consumption, obsolete inventories or inventories without market selling value on balance sheet date, and writes down the cost of inventories to the net realisable value. Such an evaluation of inventories is principally based on the demand for the products within the specified period in the future. Therefore, there might be material changes to the evaluation.
As at December 31, 2022, the carrying amount of inventories was $25,552,543.
6. DETAILS OF SIGNIFICANT ACCOUNTS
(1) Cash and cash equivalents
| TAILS OF SIGNIFICANT ACCOUNTS Cash and cash equivalents |
||
|---|---|---|
| Cash on hand and revolving funds Checking accounts and demand deposits Time deposits |
December 31,2022 837 $ 10,001,264 3,751,934 13,754,035 $ |
December 31,2021 |
| 910 $ 7,113,048 83,393 |
||
| 7,197,351 $ |
The Group transacts with a variety of financial institutions all with high credit quality to disperse credit risk, so it expects that the probability of counterparty default is remote.
(2) Financial assets at fair value through profit or loss
| Financial assets at fair value through profit or loss | ||
|---|---|---|
| Current items: Financial assets mandatorily measured at fair value through profit or loss Listed stocks Beneficiary certificates Non-current items: Financial assets mandatorily measured at fair value through profit or loss Beneficiary certificates Hybrid instruments |
December 31,2022 159,902 $ 1,403,385 1,563,287 305,145 $ 53,000 358,145 1,921,432 $ |
December 31,2021 |
| 358,892 $ 1,593,755 |
||
| 1,952,647 | ||
| - $ - |
||
| - | ||
| 1,952,647 $ |
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- A. Amounts recognized in profit or loss in relation to financial assets at fair value through profit or loss are listed below:
| loss are listed below: | |
|---|---|
| Year ended December 31,2022 Financial assets mandatorily measured at fair value through profit or loss Equity instruments 198,989) ($ Beneficiary certificates 18,006 180,983) ($ |
Year ended December 31,2021 |
| 102,751 $ 11,613 |
|
| 114,364 $ |
-
B. The Group has no financial assets at fair value through profit or loss pledged to others.
-
(3) Financial assets at fair value through other comprehensive income
| Items Non-current items: Equity instruments Listed stocks Emerging stocks Unlisted stocks |
December 31,2022 718,427 $ 28,771 2,352,561 3,099,759 $ |
December 31,2021 788,460 $ 36,046 2,820,372 3,644,878 $ |
|---|---|---|
-
A. The Group has elected to classify equity instruments investments that are considered to be strategic investments as financial assets at fair value through other comprehensive income. The fair value of such investments amounted to $3,099,759 and $3,644,878 on December 31, 2022 and 2021, respectively.
-
B. Amounts recognized in other comprehensive income in relation to the financial assets at fair value through other comprehensive income are listed below:
| Equity instruments at fair value through other comprehensive income Fair value change recognised in other comprehensive income ( |
Year ended December 31,2022 988,964) $ |
Year ended December 31,2021 |
|---|---|---|
| 995,872 $ |
- C. The Group has no financial assets at fair value through other comprehensive income pledged to others.
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(4) Financial assets at amortized cost
| Financial assets at amortized cost | ||
|---|---|---|
| Items Current items: Time deposits Non-current items: Corporate bonds Time deposits |
December 31,2022 41,595,837 $ 532,574 $ 85,907 618,481 $ |
December 31,2021 |
| 43,740,876 $ |
||
| - $ 80,101 |
||
| 80,101 $ |
-
A. Details of the Group’s financial assets at amortized cost pledged to others as collateral are provided in Note 8.
-
B. Information relating to credit risk of financial assets at amortised cost is provided in Note 12(2). The counterparties of the Group’s investments in time deposits were financial institutions who have good credit quality, so it expects that the probability of counterparty default is remote.
(5) Accounts receivable
| Accounts receivable | |
|---|---|
| A. The aging analysis of accounts receivable is as follows: December 31,2022 Accounts receivable 9,472,662 $ Accounts receivable - related parties 2,605,318 Less: Allowance for bad debts 65,295) ( 12,012,685 $ December 31,2022 Not past due 12,034,050 $ Up to 30 days 43,893 31 to 90 days - Over 90 days 37 12,077,980 $ |
December 31,2021 |
| 12,877,169 $ 3,210,546 98,710) ( |
|
| 15,989,005 $ |
|
| December 31,2021 | |
| 15,874,298 $ 210,889 2,067 461 |
|
| 16,087,715 $ |
The above aging analysis is based on past due date.
-
B. As at December 31, 2022 and 2021, accounts receivable were all from contracts with customers.
-
And as at January 1, 2021, the balance of receivables from contracts with customers amounted to $13,748,428.
-
C. The Group has no accounts receivable pledged to others.
-
D. Information relating to credit risk of accounts receivable is provided in Note 12(2).
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(6) Inventories
| Inventories | |||
|---|---|---|---|
| Raw materials Work in process Finished goods Raw materials Work in process Finished goods |
December31,2022 | ||
| Allowance for obsolescence and Cost marketvalue decline 9,483,560 $ 1,024,725) ($ 8,905,516 948,334) ( 10,319,326 1,182,800) ( 28,708,402 $ 3,155,859) ($ December31,2021 |
Bookvalue | ||
| 8,458,835 $ 7,957,182 9,136,526 |
|||
| 25,552,543 $ |
|||
| Allowance for obsolescence and Cost marketvalue decline 4,585,329 $ 364,729) ($ 4,946,701 265,853) ( 8,131,233 483,969) ( 17,663,263 $ 1,114,551) ($ |
Bookvalue | ||
| 4,220,600 $ 4,680,848 7,647,264 |
|||
| 16,548,712 $ |
Operating costs incurred on inventories for the years ended December 31, 2022 and 2021 were as follows:
| (7) | Investments accounted for under equity method Cost of inventories sold and others Inventory loss on decline in (gain on reversal of) market value, obsolete and slow-moving inventories Loss on scrap inventory Estinet Technologies Incorporation Innorich Venture Capital Corp. Starmems Semiconductor Corp. |
Year ended Year ended December 31,2022 December 31,2021 54,942,909 $ 51,952,047 $ 1,986,470 30,051) ( 225,576 393,887 57,154,955 $ 52,315,883 $ December 31,2022 December 31,2021 2,276 $ 5,081 $ 135,808 142,619 32,587 43,677 170,671 $ 191,377 $ |
|---|---|---|
-
A. The loss on investments accounted for under equity method amounted to $20,723 and $12,113 for the years ended December 31, 2022 and 2021, respectively.
-
B. Starmems Semiconductor Corp. was incorporated in April 2021. The Group’s investment in the investee amounted to $45,000.
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(8) Property, plant and equipment
| Property, plant and | equipment | |
|---|---|---|
| At January 1, 2022 Cost Accumulated depreciation and impairment 2022 At January 1 Additions Disposals Reclassifications Depreciation Net exchange difference At December 31 At December 31, 2022 Cost Accumulated depreciation and impairment At January 1, 2021 Cost Accumulated depreciation and impairment 2021 At January 1 Additions Disposals Reclassifications Depreciation Net exchange difference At December 31 At December 31, 2021 Cost Accumulated depreciation and impairment |
Land Buildings Machinery Test equipment Office equipment Others Total 489,370 $ 3,466,696 $ 4,185,792 $ 3,926,851 $ 492,603 $ 2,477,232 $ 15,038,544 $ - 1,517,259) ( 3,546,371) ( 2,638,725) ( 255,610) ( 777,641) ( 8,735,606) ( 489,370 $ 1,949,437 $ 639,421 $ 1,288,126 $ 236,993 $ 1,699,591 $ 6,302,938 $ 489,370 $ 1,949,437 $ 639,421 $ 1,288,126 $ 236,993 $ 1,699,591 $ 6,302,938 $ - 47,562 125,763 729,752 45,270 1,333,812 2,282,159 - 57) ( - 41) ( 123) ( - 221) ( - - 172,492 2,891 - 175,577) ( 194) ( - 130,636) ( 169,607) ( 580,087) ( 63,891) ( 122,385) ( 1,066,606) ( - 28,822 8,401) ( 12,889 805 4,445 38,560 489,370 $ 1,895,128 $ 759,668 $ 1,453,530 $ 219,054 $ 2,739,886 $ 7,556,636 $ 489,370 $ 3,083,025 $ 1,292,529 $ 3,414,364 $ 434,731 $ 3,085,480 $ 11,799,499 $ - 1,187,897) ( 532,861) ( 1,960,834) ( 215,677) ( 345,594) ( 4,242,863) ( 489,370 $ 1,895,128 $ 759,668 $ 1,453,530 $ 219,054 $ 2,739,886 $ 7,556,636 $ Land Buildings Machinery Test equipment Office equipment Others Total 387,280 $ 3,414,624 $ 3,838,068 $ 3,290,307 $ 333,113 $ 1,111,004 $ 12,374,396 $ - 1,413,842) ( 3,429,011) ( 2,195,086) ( 207,520) ( 680,405) ( 7,925,864) ( 387,280 $ 2,000,782 $ 409,057 $ 1,095,221 $ 125,593 $ 430,599 $ 4,448,532 $ 387,280 $ 2,000,782 $ 409,057 $ 1,095,221 $ 125,593 $ 430,599 $ 4,448,532 $ - 16,140 356,412 686,676 161,590 1,514,187 2,735,005 - 146) ( - 10) ( 167) ( 73) ( 396) ( 102,090 42,767 - - - 144,857) ( - - 114,392) ( 126,350) ( 493,922) ( 50,054) ( 99,321) ( 884,039) ( - 4,286 302 161 31 944) ( 3,836 489,370 $ 1,949,437 $ 639,421 $ 1,288,126 $ 236,993 $ 1,699,591 $ 6,302,938 $ 489,370 $ 3,466,696 $ 4,185,792 $ 3,926,851 $ 492,603 $ 2,477,232 $ 15,038,544 $ - 1,517,259) ( 3,546,371) ( 2,638,725) ( 255,610) ( 777,641) ( 8,735,606) ( 489,370 $ 1,949,437 $ 639,421 $ 1,288,126 $ 236,993 $ 1,699,591 $ 6,302,938 $ |
Total |
| 15,038,544 $ 8,735,606) ( |
||
| 6,302,938 $ |
||
| 6,302,938 $ |
||
| 15,038,544 $ 8,735,606) ( |
||
| 6,302,938 $ |
A. There was no capitalization of borrowing costs attributable to the property, plant and equipment.
B. The Group has no property, plant and equipment pledged to others.
� (9) Leasing arrangements lessee
A. The Group leases various assets including land, buildings and transportation equipment. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose covenants, but leased assets may not be used as security for borrowing purposes.
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- B. The carrying amount of right-of-use assets and the depreciation are as follows:
| Land Buildings Transportation equipment Land Buildings Transportation equipment |
December 31,2022 December 31,2021 1,354,240 $ 1,370,790 $ 182,939 215,177 149 1,943 1,537,328 $ 1,587,910 $ Carryingamount Year ended Year ended December 31,2022 December 31,2021 28,153 $ 27,376 $ 76,443 81,295 1,794 1,644 106,390 $ 110,315 $ Depreciation |
amount |
|---|---|---|
| December 31,2021 | ||
| 1,370,790 $ 215,177 1,943 |
||
| 1,587,910 $ |
||
| Year ended December 31,2021 |
||
| 27,376 $ 81,295 1,644 |
||
| 110,315 $ |
-
C. For the years ended December 31, 2022 and 2021, the additions to right-of-use assets were $69,238 and $57,016, respectively.
-
D. The information on profit and loss accounts relating to lease contracts is as follows:
| Items affecting profit or loss Interest expense on lease liabilities |
Year ended December 31,2022 27,680 $ |
Year ended December 31,2021 |
|---|---|---|
| 28,590 $ |
- E. For the years ended December 31, 2022 and 2021, the Group’s total cash outflow for leases were $124,830 and $119,369, respectively.
(10) Investment property
| $124,830 and $119,369, respectively. Investment property |
|||||||
|---|---|---|---|---|---|---|---|
| Buildings | |||||||
| 2022 | 2021 | ||||||
| At January 1 | |||||||
| Cost | $ | 81,152 |
$ | 81,499 |
|||
| Accumulated depreciation and impairment | ( | 39,511) |
( | 35,809) |
|||
| $ | 41,641 | $ | 45,690 | ||||
| At January 1 | $ | 41,641 |
$ | 45,690 |
|||
| Depreciation | ( | 3,924) |
( | 3,858) |
|||
| Net exchange difference | 699 | ( | 191) |
||||
| At December 31 | $ | 38,416 | $ | 41,641 | |||
| At December 31 | |||||||
| Cost | $ | 82,504 |
$ | 81,152 |
|||
| Accumulated depreciation and impairment | ( | 44,088) |
( | 39,511) |
|||
| $ | 38,416 | $ | 41,641 |
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- A. Rental income from the lease of the investment property and direct operating expenses arising from the investment property are shown below:
| from the investment property are shown below: | ||
|---|---|---|
| Rental income from the lease of the investment property Operating expenses arising from the investment property that generated rental income during the year |
Year ended December 31,2022 2,274 $ 3,924 $ |
Year ended December 31,2021 |
| 2,231 $ |
||
| 3,858 $ |
- B. The Group’s investment property is located in Mainland China. The fair value is based on valuation information from Information Centre of Real Estate in local governments in Mainland China and is adjusted and classified as level 3 accordingly. As at December 31, 2022 and 2021, the fair values were $133,060 and $130,525, respectively.
(11) Intangible assets
| Intangible assets | ||
|---|---|---|
| Computer Intellectual software property At January 1, 2022 Cost 5,639,381 $ 5,805,930 $ Accumulated amortisation and impairment 4,737,026) ( 4,517,428) ( 902,355 $ 1,288,502 $ 2022 At January 1 902,355 $ 1,288,502 $ Additions 1,459,084 308,554 Amortisation 962,714) ( 642,764) ( Net exchange difference 252 645 At December 31 1,398,977 $ 954,937 $ At December 31, 2022 Cost 7,099,807 $ 6,117,679 $ Accumulated amortisation and impairment 5,700,830) ( 5,162,742) ( 1,398,977 $ 954,937 $ |
Goodwill Others Total 639,561 $ 281,520 $ 12,366,392 $ 639,561) ( 240,683) ( 10,134,698) ( - $ 40,837 $ 2,231,694 $ - $ 40,837 $ 2,231,694 $ - 38,240 1,805,878 - 21,931) ( 1,627,409) ( - 2,135 3,032 - $ 59,281 $ 2,413,195 $ 639,561 $ 348,766 $ 14,205,813 $ 639,561) ( 289,485) ( 11,792,618) ( - $ 59,281 $ 2,413,195 $ |
Total |
| 12,366,392 $ 10,134,698) ( |
||
| 2,231,694 $ |
||
| 2,413,195 $ |
||
| 14,205,813 $ 11,792,618) ( |
||
| 2,413,195 $ |
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| Computer Intellectual software property At January 1, 2021 Cost 5,088,065 $ 4,900,421 $ Accumulated amortisation and impairment 3,987,796) ( 3,981,733) ( 1,100,269 $ 918,688 $ 2021 At January 1 1,100,269 $ 918,688 $ Additions 551,638 906,330 Amortisation 749,514) ( 532,557) ( Net exchange difference 38) ( 3,959) ( At December 31 902,355 $ 1,288,502 $ At December 31, 2021 Cost 5,639,381 $ 5,805,930 $ Accumulated amortisation and impairment 4,737,026) ( 4,517,428) ( 902,355 $ 1,288,502 $ |
Goodwill Others Total 639,561 $ 275,206 $ 10,903,253 $ 639,561) ( 226,839) ( 8,835,929 ( - $ 48,367 $ 2,067,324 $ - $ 48,367 $ 2,067,324 $ - 14,176 1,472,144 - 20,588) ( 1,302,659 ( - 1,118) ( 5,115 ( - $ 40,837 $ 2,231,694 $ 639,561 $ 281,520 $ 12,366,392 $ 639,561) ( 240,683) ( 10,134,698 ( - $ 40,837 $ 2,231,694 $ |
Total |
|---|---|---|
| 10,903,253 $ 8,835,929 ( |
||
| 2,067,324 $ |
||
| 2,231,694 $ |
||
| 12,366,392 $ 10,134,698 ( |
||
| 2,231,694 $ |
Details of amortization on intangible assets are as follows:
| Operating costs Operating expenses |
Year ended December 31,2022 2,615 $ 1,624,794 1,627,409 $ |
Year ended December 31,2021 |
|---|---|---|
| 1,374 $ 1,301,285 |
||
| 1,302,659 $ |
(12) Short-term borrowings
| Short-term borrowings Operating costs Operating expenses |
December 31,2022 2,615 $ 1,624,794 1,627,409 $ |
December 31,2021 1,374 $ 1,301,285 1,302,659 $ |
|
|---|---|---|---|
| Type of borrowings Bank borrowings Unsecured borrowings Type of borrowings Bank borrowings Unsecured borrowings |
December 31,2022 13,737,994 $ December 31,2021 13,342,100 $ |
Interest rate range 1.18%~2.3% Interest rate range 0.42%~0.57% |
Collateral |
| None Collateral |
|||
| None |
Interest expense of bank borrowings recognized in profit or loss amounted to $190,063 and $78,050 for the years ended December 31, 2022 and 2021, respectively.
(13) Other payables
| Other payables | ||
|---|---|---|
| Accrued salaries and bonus Payable for employees’ compensation Other accrued expenses Payables on equipment Payables on software and intellectual property Others |
December 31,2022 11,366,632 $ 12,002,603 2,531,844 114,514 1,292,307 376,595 27,684,495 $ |
December 31,2021 |
| 9,641,868 $ 11,117,412 1,927,958 283,796 1,445,930 228,177 |
||
| 24,645,141 $ |
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- (14) Long term borrowings
| Long-term borrowings | |||||
|---|---|---|---|---|---|
| Type of borrowings | Borrowing period | Repayment term | Interest rate range | Collateral None Collateral None |
December 31,2022 |
| Loan for Accelerated Investment by Domestic Corporations (Note) Type of borrowings |
2021/11/8 ~2027/12/15 Borrowing period |
Repayable in instalment over the agreed period Repayment term |
0.925%� 1.125% Interest rate range |
1,713,316 $ |
|
| December 31,2021 | |||||
| Loan for Accelerated Investment by Domestic Corporations (Note) |
2021/11/8 ~2026/12/15 |
Repayable in instalment over the agreed period |
0.30% | 1,002,799 $ |
|
- Note: The Ministry of Economic Affairs implemented the “Action Plan for Accelerated Investment by Domestic Corporations” on July 1, 2019. An entity can apply for a subsidized loan for an eligible investment project from financial institutions at a preferential interest rate. The Group is qualified for the loan as approved by the Ministry of Economic Affairs and entered into a loan contract with a financial institution with a credit period of 5 years. The loan is used for construction of plant and related facilities.
(15) Pension
-
A. (a) The Company has a defined benefit pension plan in accordance with the Labor Standards Law, covering all regular employees’ service years prior to the enforcement of the Labor Pension Act on July 1, 2005 and service years thereafter of employees who chose to continue to be subject to the pension mechanism under the Law. Under the defined benefit pension plan, two units are accrued for each year of service for the first 15 years and one unit for each additional year thereafter, subject to a maximum of 45 units. Pension benefits are based on the number of units accrued and the average monthly salaries and wages of the last 6 months prior to retirement. The Company contributes monthly an amount equal to 2% of the employees’ monthly salaries and wages to the retirement fund deposited with Bank of Taiwan, the trustee, under the name of the independent retirement fund committee. Also, the Company would assess the balance in the aforementioned labor pension reserve account by December 31, every year. If the account balance is insufficient to pay the pension calculated by the aforementioned method to the employees expected to qualify for retirement in the following year, the Company will make contributions for the deficit by next March.
-
(b) The amounts recognized in the balance sheet are determined as follows:
| December | 31,2022 | December | 31,2021 | |
|---|---|---|---|---|
| Present value of defined benefit obligations | ($ | 624,489) |
($ | 628,846) |
| Fair value of plan assets | 533,997 | 534,371 | ||
| Net defined benefit liability | ($ | 90,492) | ($ | 94,475) |
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(c) Movement in net defined benefit liabilities are as follows:
| 2022 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Present value of | ||||||||
| defined benefit | Fair value of | Net defined | ||||||
| obligations | plan assets | benefit liability | ||||||
| At January 1 | ( | 628,846) |
534,371 | ( | 94,475) |
|||
| Current service cost | ( | 1,136) |
- | ( | 1,136) |
|||
| Interest (expense) income | ( | 4,641) | 3,760 | ( | 881) | |||
| ( | 634,623) | 538,131 | ( | 96,492) | ||||
| Remeasurements: | ||||||||
| Return on plan assets | ||||||||
| (excluding amounts included in | ||||||||
| interest income or expense) | - | ( | 1,418) |
( | 1,418) |
|||
| Change in financial assumptions | 38,312 | - | 38,312 | |||||
| Experience adjustments | ( | 36,894) | - | ( | 36,894) | |||
| 1,418 | ( | 1,418) | - | |||||
| Pension fund contribution | - | 6,000 | 6,000 | |||||
| Paid pension | 8,716 | ( | 8,716) | - | ||||
| At December 31 | ($ | 624,489) | $ | 533,997 | ($ | 90,492) | ||
| 2021 | ||||||||
| Present value of | ||||||||
| defined benefit | Fair value of | Net defined | ||||||
| obligations | plan assets | benefit liability | ||||||
| At January 1 | ( | 600,923) |
501,842 | ( | 99,081) |
|||
| Current service cost | ( | 1,079) |
- | ( | 1,079) |
|||
| Interest (expense) income | ( | 2,056) | 1,741 | ( | 315) | |||
| ( | 604,058) | 503,583 | ( | 100,475) | ||||
| Remeasurements: | ||||||||
| Return on plan assets | ||||||||
| (excluding amounts included in | ||||||||
| interest income or expense) | - | 35,943 | 35,943 | |||||
| Change in demographic assumptions | ( | 34,449) |
- | ( | 34,449) |
|||
| Change in financial assumptions | 29,040 | - | 29,040 | |||||
| Experience adjustments | ( | 30,534) | - | ( | 30,534) | |||
| ( | 35,943) | 35,943 | - | |||||
| Pension fund contribution | - | 6,000 | 6,000 | |||||
| Paid pension | 11,155 | ( | 11,155) | - | ||||
| At December 31 | ($ | 628,846) | $ | 534,371 | ($ | 94,475) |
(d) The Bank of Taiwan was commissioned to manage the Fund of the Company’s defined benefit pension plan in accordance with the Fund’s annual investment and utilization plan and the � Regulations for Revenues, Expenditures, Safeguard and Utilization of the Labor Retirement Fund” (Article 6: The scope of utilization for the Fund includes deposit in
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domestic or foreign financial institutions, investment in domestic or foreign listed, overthe-counter, or private placement equity securities, investment in domestic or foreign real estate securitization products, etc.). With regard to the utilization of the Fund, its minimum earnings in the annual distributions on the final financial statements shall be no less than the earnings attainable from the amounts accrued from two-year time deposits with the interest rates offered by local banks.
- (e) The principal actuarial assumptions used were as follows:
| Discount rate Future salary increases |
Year ended December 31,2022 1.40% 4.75% |
Year ended December 31,2021 |
|---|---|---|
| 0.75% | ||
| 4.75% |
Future mortality rate was estimated based on the 6th Taiwan Standard Ordinary Experience Mortality Table for the years ended December 31, 2022 and 2021.
Because the main actuarial assumption changed, the present value of defined benefit obligation is affected. The analysis was as follows:
| December 31, 2022 Effect on present value of defined benefit obligation December 31, 2021 Effect on present value of defined benefit obligation |
Increase by Decrease by 0.25% 0.25% 14,986 $ 15,511) ($ 16,290 $ 16,894) ($ Discount rate |
Future salaryincreases | Future salaryincreases |
|---|---|---|---|
| Increase by 0.25% 14,986 $ 16,290 $ |
Increase by 0.25% 14,672) ($ 15,888) ($ |
Decrease by 0.25% |
|
| 14,260 $ |
|||
| 15,415 $ |
The sensitivity analysis above is based on one assumption which changed while the other conditions remain unchanged. In practice, more than one assumption may change all at once. The method of analysing sensitivity and the method of calculating net pension liability in the balance sheet are the same.
-
(f) Expected contributions to the defined benefit pension plans of the Company for the year ending December 31, 2023 amount to $6,000.
-
(g) As at December 31, 2022, the weighted average duration of the retirement plan is 11 years. The analysis of timing of the future pension payment was as follows:
| The analysis of timing of the future pension payment was as follows: | |
|---|---|
| Within 1 year 2-5 year(s) 5-10 years |
340,419 $ 147,204 162,984 |
| 650,607 $ |
- B. (a) Effective July 1, 2005, the Company and domestic subsidiaries have established a defined contribution pension plan (the “New Plan”) under the Labor Pension Act (the “Act”),
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covering all regular employees with R.O.C. nationality. Under the New Plan, the Company and its domestic subsidiaries contribute monthly an amount based on 6% of the employees’ monthly salaries and wages to the employees’ individual pension accounts at the Bureau of Labor Insurance. Employees may receive the payment of the pension every month or on a lump-sum basis depending on the accumulated earnings in the personal pension account.
-
(b) The Company’s mainland China subsidiaries, Realsil Microelectronics Corp., Realtek Semiconductor (Shen Zhen) Corp., Cortina Network Systems (Shanghai) Co., Ltd., RayMX Microelectronics Corp. and Suzhou PanKore Integrated Circuit Technology Co. Ltd. have a defined contribution plan. Monthly contributions to an independent fund administered by the government in accordance with the pension regulations in the People’s Republic of China (PRC) are based on certain percentage of employees’ monthly salaries and wages. Monthly contributions to an independent fund are administered by the government. Other than the monthly contributions, the Group has no further obligations.
-
(c) The pension costs under the defined contribution pension plans of the Group for the years ended December 31, 2022 and 2021 were $393,147 and $330,437, respectively.
-
(16) Provision
| At January 1 Increase in provision Effect of exchange rate At December 31 |
2022 989,475 $ 185,080 113,155 1,287,710 $ |
2021 1,018,706 $ - 29,231) ( 989,475 $ |
|---|---|---|
As at December 31, 2022, provisions were estimated for potential infringement litigations.
-
(17) Share capital
-
A. As at December 31, 2022, the Company’s authority capital was $8,900,000, consisting of 890 million shares of common stock (including 80 million shares reserved for employee stock options), and the paid-in capital was $5,128,636 with a par value of $10 (in dollars) per share. All proceeds from shares issued have been collected.
Movements in the number (thousands of shares) of the Company's common shares outstanding are as follows:
| outstanding are as follows: | ||
|---|---|---|
| At January 1 Employees’ compensation transferred to common shares At December 31 |
2022 510,684 2,179 512,863 |
2021 |
| 510,684 - |
||
| 510,684 |
- B. On March 18, 2022, the Company’s Board of Directors resolved to distribute employees’ compensation in the form of stocks amounting to $991,338. The Company issued 2,179 thousand shares based on the closing price of the Company’s share at the previous day of the Board
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meeting resolution at 455 NT dollar, which was approved by the competent authority, and the record date of issuance of new shares was March 30, 2022. The registration for the distribution of employees’ compensation was completed on April 13, 2022.
-
C. On January 24, 2002, the Company increased its new common stock and sold its old common stock by issuing 13,924 thousand units of GDRs for cash. Each GDR unit represents 4 common stocks, so the total common stocks issued were 55,694 thousand shares. The Company’s GDRs are traded in the Luxembourg Stock Exchange. As at December 31, 2022, the outstanding GDRs were 311 thousand units, or 1,244 thousand shares of common stock, representing 0.24% of the Company’s total common stocks.
-
(18) Capital surplus
Pursuant to the R.O.C. Company Act, capital surplus arising from paid-in capital in excess of par value on issuance of common stocks and donations can be used to cover accumulated deficit or to issue new stocks or cash to shareholders in proportion to their share ownership, provided that the Company has no accumulated deficit. Further, the R.O.C. Securities and Exchange Act requires that the amount of capital surplus to be capitalized mentioned above should not exceed 10% of the paid-in capital each year. Capital surplus should not be used to cover accumulated deficit unless the legal reserve is insufficient.
| Change in equity of associates accounted for under Sharepremium equitymethod At January 1 1,039,006 $ 61,261 $ Employees’ compensation transferred to common shares 969,551 - Cash from capital surplus 1,025,727) ( - Cash dividends returned - - At December 31 982,830 $ 61,261 $ 2022 Change in equity of associates accounted for under Sharepremium equitymethod At January 1 2,060,376 $ 61,035 $ Cash from capital surplus 1,021,370) ( - Changes in equity of associates accounted for under equity method - 226 Cash dividends returned - - At December 31 1,039,006 $ 61,261 $ 2021 |
2022 | |
|---|---|---|
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(19) Retained earnings
- A. Under the Company’s Articles of Incorporation, the current year’s earnings, if any, shall first be used to pay all taxes and offset prior years’ operating losses and then 10% of the remaining amount shall be set aside as legal reserve, if legal reserve has accumulated to an amount equal to the paid-in capital, then legal reserve is not required to be set aside any more. After that, special reserve shall be set aside or reversed in accordance with the related laws or the regulations made by the Competent Authority. The remainder, if any, along with prior year’s accumulated undistributed earnings shall be proposed by the Board of Directors. However, the appropriation of earnings shall be resolved by the shareholders if earnings are distributed by issuing new shares, or the appropriation of earnings shall be resolved by the Board of Directors, if earnings are distributed in the form of cash. The Company should consider factors affecting finance, business and operations to appropriate distributable earnings for the period, and appropriate all or partial reserve in accordance with regulations of the Competent Authority. Cash dividends shall account for at least 50% of the distributable earnings added in the current year.
The Company’s dividend policy takes into consideration the Company’s future expansion plans and future cash flows. In accordance with the Company’s dividend policy, cash dividends shall account for at least 10% of the total dividends distributed.
-
In accordance with Company Act Article 240, Item 5 and Article 241, Item 2, the resolution, for all or partial of distributable dividends, legal reserve and capital surplus are distributed in the form of cash, will be adopted by a majority vote at a meeting of the Board of Directors attended by at least two-thirds of the total number of directors, and will be reported to the shareholders.
-
B. Except for covering accumulated deficit or issuing new stocks or cash to shareholders in proportion to their share ownership, the legal reserve shall not be used for any other purpose. The use of legal reserve for the issuance of stocks or cash to shareholders in proportion to their share ownership is permitted, provided that the distribution of the reserve is limited to the portion in excess of 25% of the Company’s paid-in capital.
-
C. In accordance with the regulations, the Company shall set aside special reserve from the debit balance on other equity items at the balance sheet date before distributing earnings. When debit balance on other equity items is reversed subsequently, the reversed amount could be included in the distributable earnings.
-
D. The appropriation of 2021 and 2020 earnings had been resolved at the shareholders’ meeting on June 8, 2022 and August 9, 2021. Details are summarized below:
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| Legal reserve Special reserve Cash dividends Total |
Dividends per share Amount (indollars) 1,685,276 $ - $ 220,040 - 12,821,591 25.00 14,726,907 $ 25.00 $ 2021 |
2020 | 2020 |
|---|---|---|---|
| Amount 1,685,276 $ 220,040 12,821,591 14,726,907 $ |
Amount - $ 1,339,013 6,128,219 7,467,232 $ |
Dividends per share (indollars) |
|
| - $ - 12.00 |
|||
| 12.00 $ |
-
E. On April 22, 2022, the Board of Directors of the Company proposed to distribute cash dividends from capital surplus to shareholders in the amount of $1,025,727 (2 NT dollar per share).
-
F. On April 23, 2021, the Board of Directors of the Company proposed to distribute cash dividends from capital surplus to shareholders in the amount of $1,021,370 (2 NT dollar per share).
(20) Other equity items
| share). Other equity items |
|||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2022 | |||||||||
| Unrealised gains | Currency | ||||||||
| (losses)on valuation | translation | difference | Total | ||||||
| At January 1 | $ | 2,380,781 |
($ | 4,156,871) |
($ | 1,776,090) |
|||
| Revaluation: | |||||||||
| –Group | ( | 988,964) |
- | ( | 988,964) |
||||
| Currency translation differences: | |||||||||
| –Group | - | 5,451,229 | 5,451,229 | ||||||
| At December 31 | $ | 1,391,817 | $ | 1,294,358 | $ | 2,686,175 | |||
| 2021 | |||||||||
| Unrealised | Currency | ||||||||
| gains on valuation | translation | difference | Total | ||||||
| At January 1 | $ | 1,384,909 |
($ | 2,940,958) |
($ | 1,556,049) |
|||
| Revaluation: | |||||||||
| –Group | 995,872 | - | 995,872 | ||||||
| Currency translation differences: | |||||||||
| –Group | - | ( | 1,215,913) | ( | 1,215,913) | ||||
| At December 31 | $ | 2,380,781 | ($ | 4,156,871) | ($ | 1,776,090) | |||
| Operating revenue | |||||||||
| Year ended | Year ended | ||||||||
| December 31, | 2022 December 31,2021 |
||||||||
| Revenue from contracts with customers | $ | 111,789,791 $ |
105,504,286 |
(21) Operating revenue
- A. Disaggregation of revenue from contracts with customers
The Group derives revenue from the transfer of goods and services at a point in time in the following major product lines:
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| Contract liabilities The Group has recognized the following revenue-related contract liabilities: Integrated Year ended December 31, 2022 circuitproducts Others Revenue from external customer contracts 111,560,194 $ 229,597 $ Timing of revenue recognition At a point in time 111,560,194 $ 229,597 $ Integrated Year ended December 31, 2021 circuitproducts Others Revenue from external customer contracts 105,374,969 $ 129,317 $ Timing of revenue recognition At a point in time 105,374,969 $ 129,317 $ December 31,2022 December 31,2021 Contract liabilities -advance sales receipts 117,752 $ 211,100 $ |
Total 111,789,791 $ 111,789,791 $ Total 105,504,286 $ 105,504,286 $ January1,2021 |
|---|---|
| 336,254 $ |
B. Contract liabilities
Revenue recognized that was included in the contract liability balance at the beginning of the period:
Year ended Year ended December 31, 2022 December 31, 2021 Contract liabilities – advance sales receipts $ 191,160 $ 269,069
C. Refund liabilities (shown in other current liabilities)
The Group estimates the discounts based on accumulated experience. The estimation is subject to an assessment at each reporting date.
The following refund liabilities:
| to an assessment at each reporting date. The following refund liabilities: |
||
|---|---|---|
| Interest income Refund liabilities – current Interest income from bank deposits |
December 31,2022 8,932,366 $ Year ended December 31,2022 950,676 $ |
December 31,2021 |
| 7,521,493 $ |
||
| Year ended December 31,2021 |
||
| 326,399 $ |
(22) Interest income
(23) Other income
| Interest income Other income Interest income from bank deposits |
Year ended December 31,2022 950,676 $ |
Year ended December 31,2021 326,399 $ |
|---|---|---|
| Dividend income Grant income Other income |
Year ended December 31,2022 60,741 $ 97,243 230,935 388,919 $ |
Year ended December 31,2021 |
| 43,713 $ 53,621 116,093 |
||
| 213,427 $ |
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(24) Other gains and losses
| Other gains and losses | ||||||||
|---|---|---|---|---|---|---|---|---|
| Year ended | Year ended | |||||||
| December31,2022 | December31,2021 | |||||||
| Gains (losses) on disposal of property, plant and | $ | 1,132 |
($ | 196) |
||||
| equipment | ||||||||
| Losses on disposal of investments | - | ( | 145) |
|||||
| Gains arising from lease modifications | 24 | 236 | ||||||
| Net currency exchange gains (losses) | 304,092 | ( | 109,466) |
|||||
| (Losses) gains on financial assets at fair value | ||||||||
| through profit or loss | ( | 180,983) |
114,364 | |||||
| Other losses | ( | 27,533) |
( | 176,040) |
||||
| $ | 96,732 | ($ | 171,247) | |||||
| Finance costs | ||||||||
| Year ended | Year ended | |||||||
| December 31,2022 | December 31,2021 | |||||||
| Interest expense | ||||||||
| Bank borrowings | $ | 190,063 |
$ | 78,050 |
||||
| Lease liabilities | 27,680 | 28,590 | ||||||
| $ | 217,743 | $ | 106,640 | |||||
| Expenses by nature | ||||||||
| Year ended | Year ended | |||||||
| December31,2022 | December31,2021 | |||||||
| Employee benefit expenses | $ | 29,155,537 |
$ | 27,465,041 |
||||
| Depreciation | 1,176,920 | 998,212 | ||||||
| Amortisation | 1,627,409 | 1,302,659 | ||||||
| Employee benefit expenses | ||||||||
| Year ended | Year ended | |||||||
| December31,2022 | December31,2021 | |||||||
| Wages and salaries | $ | 27,606,128 |
$ | 26,163,019 |
||||
| Labor and health insurance fees | 817,557 | 662,438 | ||||||
| Pension costs | 395,164 | 331,831 | ||||||
| Other personnel expenses | 336,688 | 307,753 | ||||||
| Total | $ | 29,155,537 | $ | 27,465,041 |
(25) Finance costs
(26) Expenses by nature
(27) Employee benefit expenses
A. In accordance with the Company’s Articles of Incorporation, the Company shall appropriate no higher than 3% for directors’ remuneration and no less than 1% for employees’ compensation, if the Company generates profit. If the Company has accumulated deficit, earnings should be reserved to cover losses before the appropriation of directors’ remuneration and employees’ compensation.
Aforementioned employees’ compensation could be distributed by cash or stocks. Specifics
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of the compensation are to be determined by a majority vote at a meeting of the Board of Directors attended by at least two-thirds of the total number of directors. The resolution should be reported to the shareholders during the shareholders’ meeting.
- B. For the years ended December 31, 2022 and 2021, employees’ compensation were accrued at $4,765,898 and $4,956,694, respectively; directors’ remuneration were accrued at $120,000 and $130,000, respectively. The amounts were estimated as operating cost or operating expense in accordance with the Company’s Articles of Incorporation.
On March 18, 2022, the employees’ compensation of $4,956,694 and directors’ remuneration of $130,000 for 2021 resolved at the meeting of the Board of Directors agreed with those amounts recognized in the 2021 financial statements.
Information about employees’ compensation and directors’ remuneration of the Company as resolved by the Board of Directors will be posted in the “Market Observation Post System” at the website of the Taiwan Stock Exchange.
(28) Income tax
- A. Income tax expense
| the website of the Taiwan Stock Exchange. ome tax Income tax expense |
||||||
|---|---|---|---|---|---|---|
| Year ended | Year ended | |||||
| December 31,2022 | December 31,2021 | |||||
| Current income tax: | ||||||
| Current income tax on profit for the year | $ | 969,312 |
$ | 934,395 |
||
| Tax on undistributed earnings | 106,293 | 64,850 | ||||
| Prior year income tax overestimation | ( | 355,446) | ( | 276,529) | ||
| Total current income tax | 720,159 | 722,716 | ||||
| Deferred income tax: | ||||||
| Origination and reversal of temporary | ||||||
| differences | ( | 2,444) | ( | 805) | ||
| Income tax expense | $ | 717,715 | $ | 721,911 | ||
| Reconciliation between income tax expense and accounting profit | ||||||
| Year ended | Year ended | |||||
| December 31,2022 | December 31,2021 | |||||
| Income tax calculated based on income | $ | 3,413,672 |
$ | 3,528,450 |
||
| before tax | ||||||
| Expenses disallowed by tax regulation and | ||||||
| effects from tax-exempt income | ( | 2,446,804) |
( | 2,594,860) |
||
| Prior year income tax overestimation | ( | 355,446) |
( | 276,529) |
||
| Tax on undistributed earnings | 106,293 | 64,850 | ||||
| Income tax expense | $ | 717,715 | $ | 721,911 |
- B. Reconciliation between income tax expense and accounting profit
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- C. Amounts of deferred income tax assets or liabilities as a result of temporary differences are as follows:
| follows: | ||||||
|---|---|---|---|---|---|---|
| Deferred income tax assets: �Temporary differences: Unrealised loss on market price decline and obsolete and slow-moving inventories and others Deferred income tax liabilities: �Temporary differences: Unrealised exchange gain Total Deferred income tax assets: �Temporary differences: Unrealised loss on market price decline and obsolete and slow-moving inventories and others Deferred income tax liabilities: �Temporary differences: Unrealised exchange gain Total |
2022 | December31 132,978 62,725) 70,253 |
||||
| Recognised in January1 profitor loss 171,321 $ 38,343) ($ $ 103,512) ( 40,787 ( 67,809 $ 2,444 $ $ Recognised in January1 profit or loss 169,876 $ 1,445 $ 102,872) ( 640) ( 67,004 $ 805 $ 2021 |
||||||
| $ ( | ||||||
| $ | ||||||
| January1 | Recognised in profit or loss |
December 31 | ||||
| 171,321 $ 103,512) ( |
||||||
| 67,809 $ |
- D. The amounts of deductible temporary differences that were not recognized as deferred income tax assets are as follows:
| tax assets are as follows: | ||
|---|---|---|
| Deductible temporary differences | December 31,2022 2,179,722 $ |
December 31,2021 |
| 1,414,597 $ |
- E. As at December 31, 2022, the Company’s income tax returns through 2020 have been assessed and approved by the Tax Authority.
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(29) Earnings per share
| Earnings per share | |||
|---|---|---|---|
| Basic earnings per share Profit attributable to common shareholders of the parent company Diluted earnings per share Profit attributable to common shareholders of the parent company Assumed conversion of all dilutive potential common shares Employees’ compensation Profit attributable to common shareholders of the parent company plus assumed conversion of all dilutive potential common shares Basic earnings per share Profit attributable to common shareholders of the parent company Diluted earnings per share Profit attributable to common shareholders of the parent company Assumed conversion of all dilutive potential common shares Employees’ compensation Profit attributable to common shareholders of the parent company plus assumed conversion of all dilutive potential common shares |
YearendedDecember31,2022 | ||
| Weighted average number of common shares Earnings Amount after outstanding (shares per share tax in thousands) (indollars) 16,204,052 $ 512,410 31.62 $ 16,204,052 $ 512,410 - 19,175 16,204,052 $ 531,585 30.48 $ YearendedDecember31,2021 |
Earnings per share (indollars) |
||
| 31.62 $ |
|||
| 30.48 $ |
|||
| Amount after tax 16,852,759 $ 16,852,759 $ - 16,852,759 $ |
Weighted average number of common shares outstanding (shares in thousands) 510,684 510,684 9,726 520,410 |
Earnings per share (indollars) |
|
| 33.00 $ |
|||
| 32.38 $ |
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(30) Supplemental cash flow information
Investing activities with partial cash payments
| Purchase of property, plant and equipment Add: Opening balance of payable on equipment Less: Ending balance of payable on equipment Cash paid during the year Purchase of intangible assets Add: Opening balance of payable on software and intellectual property Less: Ending balance of payable on software and intellectual property ( Cash paid during the year |
Year ended December31,2022 2,282,159 $ 283,796 114,514 ( 2,680,469 $ Year ended December31,2022 1,805,878 $ 1,445,930 1,292,307) ( 1,959,501 $ |
Year ended December31,2021 2,735,005 $ 58,959 283,796) 2,510,168 $ Year ended December31,2021 1,472,144 $ 1,152,591 1,445,930) 1,178,805 $ |
|---|---|---|
(31) Changes in liabilities from financing activities
| At January 1, 2022 Changes in cash flow from financing activities Interest paid Interest of lease liabilities Impact of changes in foreign exchange Changes in other non-cash items At December 31, 2022 At January 1, 2021 Changes in cash flow from financing activities Interest paid Interest of lease liabilities Impact of changes in foreign exchange Changes in other non-cash items At December 31, 2021 |
Liabilities from Short-term Guarantee Lease Long-term financing borrowings deposits liabilities borrowings activities-total 13,342,100 $ 1,448 $ 1,332,705 $ 1,002,799 $ 15,679,052 $ 395,894 892) ( 97,150) ( 711,110 1,008,962 - - 27,680) ( - 27,680) ( - - 27,680 - 27,680 - - 1,156) ( - 1,156) ( - - 67,232 593) ( 66,639 13,737,994 $ 556 $ 1,301,631 $ 1,713,316 $ 16,753,497 $ Liabilities from Short-term Guarantee Lease Long-term financing borrowings deposits liabilities borrowings activities-total 11,456,690 $ 1,251 $ 1,377,257 $ - $ 12,835,198 $ 1,885,410 197 90,779) ( 1,017,360 2,812,188 - - 28,590) ( - 28,590) ( - - 28,590 - 28,590 - - 3,056) ( - 3,056) ( - - 49,283 14,561) ( 34,722 13,342,100 $ 1,448 $ 1,332,705 $ 1,002,799 $ 15,679,052 $ |
Liabilities from Short-term Guarantee Lease Long-term financing borrowings deposits liabilities borrowings activities-total 13,342,100 $ 1,448 $ 1,332,705 $ 1,002,799 $ 15,679,052 $ 395,894 892) ( 97,150) ( 711,110 1,008,962 - - 27,680) ( - 27,680) ( - - 27,680 - 27,680 - - 1,156) ( - 1,156) ( - - 67,232 593) ( 66,639 13,737,994 $ 556 $ 1,301,631 $ 1,713,316 $ 16,753,497 $ Liabilities from Short-term Guarantee Lease Long-term financing borrowings deposits liabilities borrowings activities-total 11,456,690 $ 1,251 $ 1,377,257 $ - $ 12,835,198 $ 1,885,410 197 90,779) ( 1,017,360 2,812,188 - - 28,590) ( - 28,590) ( - - 28,590 - 28,590 - - 3,056) ( - 3,056) ( - - 49,283 14,561) ( 34,722 13,342,100 $ 1,448 $ 1,332,705 $ 1,002,799 $ 15,679,052 $ |
|---|---|---|
| 15,679,052 $ |
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7. RELATED PARTY TRANSACTIONS
(1) Parent and ultimate controlling party
The ultimate controlling party of the Group is the Company.
- (2) Names of related parties and relationship
| Names of related parties and relationship | |
|---|---|
| Names of relatedparties | Relationshipwith theCompany |
| G.M.I Technology Inc. Actions Semiconductor Co., Ltd. C-Media Electronics Inc. Greatek Electronics Inc. EmBestor Technology Inc. |
Other related party Other related party Other related party Other related party Other related party |
(3) Significant related party transactions and balances
- A. Operating revenue
| gnificant related party transactions and balances Operating revenue |
||
|---|---|---|
| Sales of goods� G.M.I Technology Inc. Others |
Year ended December 31,2022 16,520,851 $ 395,667 16,916,518 $ |
Year ended December 31,2021 |
| 16,083,737 $ 623,758 |
||
| 16,707,495 $ |
Goods are sold based on the price lists in force and terms that would be available to third parties, and the general collection term was 30 ~ 60 days after monthly billings.
- B. Processing cost
| Processing cost | ||
|---|---|---|
| Greatek Electronics Inc. Others |
Year ended December 31,2022 1,057,117 $ 10,598 1,067,715 $ |
Year ended December 31,2021 |
| 1,339,141 $ 8,413 |
||
| 1,347,554 $ |
Processing cost is paid to related parties on normal commercial terms and conditions, and the general payment term was 69 days after monthly billings.
- C. Receivables from related parties
| Receivables from related parties | ||
|---|---|---|
| Accounts receivable� G.M.I Technology Inc. Other |
December 31,2022 2,548,128 $ 46,117 2,594,245 $ |
December 31,2021 |
| 3,146,078 $ 46,106 |
||
| 3,192,184 $ |
Aforementioned receivables were 30 ~ 60 days after monthly billings. The receivables from related parties arise mainly from sale transactions. The receivables are unsecured in nature and bear no interest.
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D. Payables to related parties
| Payables to related parties | ||
|---|---|---|
| Accounts payable� Greatek Electronics Inc. Others |
December 31,2022 156,225 $ 71 156,296 $ |
December 31,2021 |
| 333,380 $ 1,033 |
||
| 334,413 $ |
The payment term above was 69 days after monthly billings. The payables to related parties arise mainly from processing cost. The payables bear no interest.
E. Other transactions and other payables (receivables):
| Other related parties- Sales commissions Cash dividends revenue ( Technical royalty revenue ( Other |
Ending Amount balance 722,091 $ 90,401 $ 30,114) $ - $ ( 14,291) $ - $ ( - $ - $ December31,2022 Year ended |
December31,2021 Year ended |
December31,2021 Year ended |
|---|---|---|---|
| Amount 722,091 $ 30,114) $ 14,291) $ - $ |
Amount 633,550 $ 21,761) $ 31,451) $ 327 $ |
Ending balance |
|
| 101,253 $ |
|||
| - $ |
|||
| - $ |
|||
| - $ |
The payment term above was 49 days after monthly billings; the collection term was 30 ~ 60 days after monthly billings.
(4) Key management compensation
| days after monthly billings. Key management compensation |
||
|---|---|---|
| Salaries and other short-term employee benefits Post-employment benefits Total |
Year ended December 31,2022 564,883 $ 3,875 568,758 $ |
Year ended December 31,2021 |
| 248,487 $ 3,103 |
||
| 251,590 $ |
8. PLEDGED ASSETS
The Group’s assets pledged as collateral are as follows:
| Pledged asset Time deposits (shown in financial assets at amortised cost non-current) " |
December31,2022 December31,2021 31,348 $ 31,048 $ 54,559 49,053 85,907 $ 80,101 $ Bookvalue |
Purposes Guarantee for the importation customs duties of materials Guarantee for leasing land and office in science park |
|---|---|---|
| December31,2022 31,348 $ 54,559 85,907 $ |
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9. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED CONTRACT COMMITMENTS
-
(1) Contingencies
-
A. In 2020, Divx, LLC brought actions for patent infringement in United States International Trade Commission (“ITC”) and United States District Court of Delaware against the Company’s IC products. On July 4, 2021, DivX terminated the investigation against the Company in ITC.
-
B. In 2020, KONINKLIJKE PHILIPS N.V. and PHILIPS NORTH AMERICA LLC brought actions for patent infringement in United States International Trade Commission (“ITC”) and United States District Court of Delaware against the Company’s IC products. On March 23, 2022, ITC issued the final determination finding non-infringement for the accused Company’s IC products and non-existence of the required domestic industry.
-
C. Future Link Systems, LLC brought actions for patent infringement in United States International Trade Commission (“ITC”) and United States District Court for the Western �
-
District of Texas against the Company’s IC products. Due to the Plaintiff/ Complainant s withdrawal of its patent infringement complaints, the patent infringement cases have been terminated.
-
D. BANDSPEED, LLC brought an action for patent infringement in United States District Court for the Western District of Texas against the Company’s IC products. The case is still pending, and the Company is unable to reliably determine the outcome of the case.
-
E. Advanced Micro Devices, Inc./ ATI Technologies ULC brought an action for patent infringement in United States International Trade Commission (“ITC”) and United States District Court for the Eastern District of Texas against the Company’s IC products. The case is still pending, and the Company is unable to reliably determine the outcome of the case.
-
F. American Patent LLC brought an action for patent infringement in United States District Court for the Eastern District of Texas against the Company’s IC products. The case is still pending, and the Company is unable to reliably determine the outcome of the case.
-
(2) Commitments
None.
10. SIGNIFICANT DISASTER LOSS
- None.
11. SIGNIFICANT EVENTS AFTER THE BALANCE SHEET DATE
None.
12. OTHERS
(1) Capital management
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
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(2) Financial instruments
A. Financial instruments by category
| nancial instruments Financial instruments by category |
||
|---|---|---|
| Financial assets Financial assets at fair value through profit or loss Financial assets mandatorily measured at fair value through profit or loss Financial assets at fair value through other comprehensive income Designation of equity instrument Financial assets at amortised cost/ Receivables Cash and cash equivalents Financial assets at amortised cost Accounts receivable (including related parties) Other receivables Refundable deposits Financial liabilities Financial liabilities at amortised cost Short-term borrowings Notes payable Accounts payable (including related parties) Other payables (including related parties) Long-term borrowings Guarantee deposits Other financial liabilities Lease liabilities |
December 31,2022 1,921,432 $ 3,099,759 $ 13,754,035 $ 42,214,318 12,012,685 488,769 2,191,910 70,661,717 $ 13,737,994 $ - 10,496,375 27,774,896 1,713,316 556 8,932,366 62,655,503 $ 1,301,631 $ |
December 31,2021 |
| 1,952,647 $ |
||
| 3,644,878 $ |
||
| 7,197,351 $ 43,820,977 15,989,005 156,928 734,855 |
||
| 67,899,116 $ |
||
| 13,342,100 $ 3,276 11,439,981 24,746,394 1,002,799 1,448 7,521,493 |
||
| 58,057,491 $ |
||
| 1,332,705 $ |
-
B. Financial risk management policies
-
(a) The Group’s activities expose it to a variety of financial risks: market risk (including foreign exchange risk, interest rate risk and price risk), credit risk and liquidity risk.
(b) Risk management is carried out by a Group finance under policies approved by the Board of Directors. Group finance identifies, evaluates, and hedges financial risks in close cooperation with the Group’s operating units.
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-
C. Significant financial risks and degrees of financial risks
-
(a) Market risk
Foreign exchange risk
-
i. The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to USD and CNY. Foreign exchange risk arises from future commercial transactions, recognized assets, and liabilities.
-
ii. Management has set up a policy to require the Group to manage its foreign exchange risk against its functional currency. The Group is required to hedge its entire foreign exchange risk exposure with the Group finance.
-
iii. The Group’s businesses involve some functional currency operations (the Company’s and other certain subsidiaries’ functional currency: NTD � other certain subsidiaries’ functional currency: USD and CNY). The information on assets and liabilities denominated in foreign currencies whose values would be materially affected by the exchange rate fluctuations is as follows:
| (Foreign currency: functional currency) Financial assets Monetary items USD:NTD Non-monetary items USD:NTD Financial liabilities Monetary items USD:NTD |
December31,2022 | December31,2022 | |
|---|---|---|---|
| Foreign currency amount (In thousands) 246,929 $ 1,881,393 354,424 |
Exchangerate 30.708 30.708 30.708 |
Book value (NTD) |
|
| 7,582,696 $ 57,773,816 10,883,652 |
|||
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December 31, 2021
| (Foreign currency: functional currency) Financial assets Monetary items USD:NTD Non-monetary items USD:NTD Financial liabilities Monetary items USD:NTD |
Foreign currency amount (In thousands) 371,907 $ 1,692,376 458,477 |
Exchangerate 27.690 27.690 27.690 |
Book value (NTD) |
|---|---|---|---|
| 10,298,105 $ 46,861,891 12,695,228 |
|||
The exchange gains (losses), including realized and unrealized arising from significant foreign exchange variation on the monetary items held by the Group for the years ended December 31, 2022 and 2021, amounted to $304,092 and ($109,466), respectively. Analysis of foreign currency market risk arising from significant foreign exchange variation:
| variation: | ||
|---|---|---|
| (Foreign currency: functional currency) Financial assets Monetary items USD:NTD Non-monetary items USD:NTD Financial liabilities Monetary items USD:NTD |
YearendedDecember31,2022 | |
| Sensitivityanalysis | ||
| Effect on Degree ofvariation profitor loss 1% 75,827 $ 1% - 1% 108,837) ( |
Effect on other comprehensive income |
|
| - $ 577,738 - |
||
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Year ended December 31, 2021
Sensitivity analysis
| Sensitivityanalysis | ||
|---|---|---|
| (Foreign currency: functional currency) Financial assets Monetary items USD:NTD Non-monetary items USD:NTD Financial liabilities Monetary items USD:NTD |
Effect on Degree of variation profit or loss 1% 102,981 $ 1% - 1% 126,952) ( |
Effect on other comprehensive income |
| - $ 468,619 - |
||
Price risk
-
i. The Group’s equity securities, which are exposed to price risk, are the held financial assets at fair value through profit or loss and financial assets at fair value through other comprehensive income.
-
ii. The Group’s investments in equity securities comprise shares and open-end funds issued by the domestic and foreign companies. The prices of equity securities would change due to the change of the future value of investee companies. If the prices of these equity securities had increased/decreased by 10% with all other variables held constant, post-tax profit for the years ended December 31, 2022 and 2021 would have increased/decreased by $192,143 and $195,265, respectively, as a result of gains/losses on equity securities classified as at fair value through profit or loss. Other components of equity would have increased/decreased by $309,976 and $364,488, respectively, as a result of gains/losses on equity securities classified as at fair value through other comprehensive income.
Cash flow and fair value interest rate risk
The Group has no material interest rate risk.
(b) Credit risk
-
i. Credit risk refers to the risk of financial loss to the Group arising from default by the clients or counterparties of financial instruments on the contract obligations. The main factor is that counterparties could not repay in full the accounts receivable based on the agreed terms, and the contract cash flows of financial assets at amortized cost.
-
ii. The Group manages their credit risk taking into consideration the entire Group’s concern. According to the Group’s credit policy, each local entity in the Group is responsible for managing and analyzing the credit risk for each of their new clients before standard payment and delivery terms and conditions are offered. Internal risk control assesses the credit quality of the customers, taking into account their financial position, past
~56~
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experience and other factors.
-
iii. The Group adopts the assumption under IFRS 9, that is, the default occurs when the contract payments are past due over 90 days.
-
iv. The Group adopts the following assumption under IFRS 9 to assess whether there has been a significant increase in credit risk on that instrument since initial recognition: If the contract payments were past due over 30 days based on the terms, there has been a significant increase in credit risk on that instrument since initial recognition.
-
v. The following indicators are used to determine whether the credit impairment of debt instruments has occurred:
-
(i) It becomes probable that the issuer will enter bankruptcy or other financial reorganization due to their financial difficulties;
-
(ii) The disappearance of an active market for that financial asset because of financial difficulties;
-
(iii) Default or delinquency in interest or principal repayments;
-
(iv) Adverse changes in national or regional economic conditions that are expected to cause a default.
-
vi. The Group classifies customers’ accounts receivable in accordance with customer types. The Group applies the modified approach using provision matrix to estimate expected credit loss under the provision matrix basis.
-
vii. The Group wrote-off the financial assets, which cannot be reasonably expected to be recovered, after initiating recourse procedures. However, the Group will continue executing the recourse procedures to secure their rights.
-
viii. The Group used the forecast ability of semiconductor industry research report to adjust historical and timely information to assess the default possibility of accounts receivable. As at December 31, 2022, and 2021, the provision matrix are as follows:
| At December 31, 2022 Expected loss rate Total book value Loss allowance At December 31, 2021 Expected loss rate Total book value Loss allowance |
Notpast due 0%~1% 12,034,050 $ 64,819 $ Notpast due 0%~1% 15,874,298 $ 96,119 $ |
1~90 days past due 0%~1% 43,893 $ 439 $ 1~90 days past due 0%~1% 212,956 $ 2,130 $ |
Over 90 days past due 100% 37 $ 37 $ Over 90 days past due 100% 461 $ 461 $ |
Total |
|---|---|---|---|---|
| 12,077,980 $ |
||||
| 65,295 $ |
||||
| Total | ||||
| 16,087,715 $ |
||||
| 98,710 $ |
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- ix. Movements in relation to the Group applying the modified approach to provide loss allowance for accounts receivable are as follows:
| At January 1 Reversal of impairment loss ( At December 31 At January 1 Provision for impairment loss At December 31 |
Loss allowance for 98,710 $ 33,415) 65,295 $ 2022 accounts receivable Loss allowance for accounts receivable 95,360 $ 3,350 98,710 $ 2021 |
|---|---|
- x. For investments in debt instruments to the Group at amortised cost, the credit rating levels are presented below:
| are presented below: | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Financial assets at amortised cost Group 1 Group 2 Financial assets at amortised cost Group 1 |
December 31,2022 | |||||||||
| 12 months | Significant increase in credit risk Impairment of credit - $ - $ - - - $ - $ Lifetime December31,2021 |
Total | ||||||||
| Significant increase in credit risk |
||||||||||
| 41,681,744 $ 532,574 42,214,318 $ |
41,681,744 $ 532,574 |
|||||||||
| 42,214,318 $ |
||||||||||
| Total 43,820,977 |
||||||||||
| 12 months | Lifetime | |||||||||
| Significant increase in credit risk |
Impairment ofcredit |
|||||||||
| 43,820,977 $ |
- $ |
- $ |
$ |
- Group 1: Time deposits with original maturity over three months deposited in financial institutions having good credit quality.
Group 2: Standard Poor’s, Fitch’s, or Moody’s rating of A-level.
-
(c) Liquidity risk
-
i. Cash flow forecasting is performed in the operating entities of the Group and aggregated by Group finance. Group finance monitors forecasts of the Group’s liquidity requirements
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to ensure it has sufficient cash to meet operational needs while maintaining sufficient headroom on its undrawn committed borrowing facilities.
-
ii. Group finance invests surplus cash in interest bearing current accounts, time deposits, money market deposits and marketable securities, choosing instruments with appropriate maturities or sufficient liquidity to provide sufficient headroom as determined by the above-mentioned forecasts.
-
iii. The table below analyses the Group’s non-derivative financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet date to the contractual maturity date for non-derivative financial liabilities. The amounts disclosed in the table are the contractual undiscounted cash flows.
Non-derivative financial liabilities:
| Non-derivative financial liabilities: | |||
|---|---|---|---|
| December 31, 2022 Short-term borrowings Accounts payable (including related parties) Other payables (including related parties) Lease liabilities Long-term borrowings Guarantee deposits Other financial liabilities Non-derivative financial liabilities: December 31, 2021 Short-term borrowings Notes payable Accounts payable (including related parties) Other payables (including related parties) Lease liabilities Long-term borrowings Guarantee deposits Other financial liabilities |
Less than 1 year 13,737,994 $ 10,496,375 27,774,896 120,508 - - 8,932,366 Less than 1 year 13,342,100 $ 3,276 11,439,981 24,746,394 115,821 - - 7,521,493 |
Between 1 and 5 years - $ - - 307,758 1,728,470 - - Between 1 and 5 years - $ - - - 334,479 1,017,360 - - |
Over5 years |
| - $ - - 1,305,338 - 556 - Over5 years |
|||
| - $ - - - 1,340,088 - 1,448 - |
iv. The Group does not expect the timing of occurrence of the cash flows estimated through the maturity date analysis will be significantly earlier, nor expect the actual cash flow amount will be significantly different.
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(3) Fair value information
-
A. The different levels that the inputs to valuation techniques are used to measure fair value of financial and non-financial instruments have been defined as follows:
-
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date. A market is regarded as active where a market in which transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis. The fair value of the Group’s investment in listed stocks and beneficiary certificates is included in Level 1.
-
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
-
Level 3: Unobservable inputs for the asset or liability. The fair value of the Group’s investment in equity investment without active market is included in Level 3.
-
B. Fair value information of investment property at cost is provided in Note 6(10).
-
C. The related information of financial and non-financial instruments measured at fair value by level on the basis of the nature, characteristics and risks of the assets is as follows:
-
(a) The related information of nature of the assets is as follows:
| December 31, 2022 Assets Recurring fair value measurement Financial assets at fair value through profit or loss Equity securities Hybrid instrument Financial assets at fair value through other comprehensive income Equity securities Total December 31, 2021 Assets Recurring fair value measurement Financial assets at fair value through profit or loss Equity securities Financial assets at fair value through other comprehensive income Equity securities Total |
Level 1 1,868,432 $ - 747,198 2,615,630 $ Level 1 1,952,647 $ 824,506 2,777,153 $ |
Level 2 - $ - - - $ Level 2 - $ - - $ |
Level3 - $ 53,000 2,352,561 2,405,561 $ Level3 - $ 2,820,372 2,820,372 $ |
Total |
|---|---|---|---|---|
| 1,868,432 $ 53,000 3,099,759 |
||||
| 5,021,191 $ |
||||
| Total | ||||
| 1,952,647 $ 3,644,878 |
||||
| 5,597,525 $ |
~60~
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-
(b) The methods and assumptions the Group used to measure fair value are as follows:
-
i. The instruments the Group used market quoted prices as their fair values (that is, Level 1) are listed below by characteristics:
ClosedOpenConvertible Listed end end Government Corporate (exchangeable) shares fund fund bond bond bond Market Closing Closing Net asset Translation Weighted average Closing price quoted price price price value price quoted price
-
ii. Except for financial instruments with active markets, the fair value of other financial instruments is measured by using valuation techniques. The fair value of financial instruments measured by using valuation techniques can be referred to current fair value of instruments with similar terms and characteristics in substance, discounted cash flow method or other valuation methods, including calculated by applying model using market information available at the consolidated balance sheet date.
-
iii. The output of valuation model is an estimated value and the valuation technique may not be able to capture all relevant factors of the Group’s financial and non-financial instruments. Therefore, the estimated value derived using valuation model is adjusted accordingly with additional inputs.
-
D. For the years ended December 31, 2022 and 2021, there was no transfer between Level 1 and Level 2.
-
E. The following chart is the movement of Level 3 for the years ended December 31, 2022 and 2021:
| 2021: | ||
|---|---|---|
| At January 1 Received in the period (Losses) gains recognized in other comprehensive income ( At December 31 |
2022 Non-derivative equityinstrument 2,820,372 $ 53,000 467,811) 2,405,561 $ |
2021 |
| Non-derivative equityinstrument |
||
| 2,031,480 $ - 788,892 |
||
| 2,820,372 $ |
-
F. For the years ended December 31, 2022 and 2021, there was no transfer into or out from Level 3.
-
G. The finance division is in charge of valuation procedures for fair value measurements being categorized within Level 3, which is to verify independent fair value of financial instruments. Such assessment is to ensure the valuation results are reasonable by applying independent information to make results close to current market conditions, confirming the resource of information is independent, reliable and in line with other resources and represented as the exercisable price, updating inputs used to the valuation model and making any other necessary
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adjustments to the fair value.
- H. The following is the qualitative information of significant unobservable inputs and sensitivity analysis of changes in significant unobservable inputs to valuation model used in Level 3 fair value measurement:
| Non-derivative equity instrument: Unlisted shares � Private equity fund investment Hybrid instrument Convertible notes Non-derivative equity instrument: Unlisted shares � Private equity fund investment |
Fair value at December 31, 2022 |
Valuation technique |
Significant unobservable input |
Range (weighted average) |
Relationship of inputstofairvalue |
|---|---|---|---|---|---|
| 118,812 $ 40,408 2,193,341 53,000 Fair value at December 31, 2021 |
Market comparable companies Net asset value Net asset value Binomial Model Valuation technique |
Price to book ratio multiple Not applicable Not applicable Not applicable Significant unobservable input |
3.18 - - - Range (weighted average) |
The higher the multiple, the higher the fair value Not applicable Not applicable Not applicable Relationship of inputstofairvalue |
|
| 106,304 $ 30,270 2,683,798 |
Market comparable companies Net asset value Net asset value |
Price to book ratio multiple Not applicable Not applicable |
15.33 - - |
The higher the multiple, the higher the fair value Not applicable Not applicable |
- I. The Group has carefully assessed the valuation models and assumptions used to measure fair value; therefore, the fair value measurement is reasonable. However, use of different valuation models or assumptions may result in different measurement. The following is the effect of profit or loss or of other comprehensive income from financial assets and liabilities categorized within Level 3 if the inputs used to valuation models have changed:
~62~
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| Financial assets Equity instrument Financial assets Equity instrument |
Input | Change ± 1% Change ± 1% |
December | Favourable Unfavourable Change change 1,519 $ 1,519) ($ 31,2022 comprehensiveincome Recognized in other Favourable Unfavourable Change change 7,283 $ 7,283) ($ 31,2021 Recognized in other comprehensiveincome |
|---|---|---|---|---|
| Favourable Unfavourable Change change - $ - $ Recognizedinprofitor loss December |
||||
| Favourable Change - $ |
||||
| Price to book ratio multiple Input |
||||
| Favourable Unfavourable Change change - $ - $ Recognizedinprofitor loss |
||||
| Favourable Change - $ |
||||
| Price to book ratio multiple |
’ - (4) Effects on the Group s operation arising from the COVID 19 pandemic
In response to the COVID-19 pandemic, the Company adjusted the working pattern of its employees, enhanced cleaning and disinfection and other measures to comply with the government regulations. As at December 31, 2022, the Group assessed that the epidemic had no significant impact on the overall operating activities and financial statements.
13. SUPPLEMENTARY DISCLOSURES
(1) Significant transactions information
-
A. Loans to others: Please refer to table 1.
-
B. Provision of endorsements and guarantees to others: Please refer to table 2.
-
C. Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures): Please refer to table 3.
-
D. Acquisition or sale of the same security with the accumulated cost exceeding $300 million or 20% of the Company’s paid-in capital: None.
-
E. Acquisition of real estate reaching $300 million or 20% of paid-in capital or more: None.
-
F. Disposal of real estate reaching $300 million or 20% of paid-in capital or more: None.
-
G. Purchases or sales of goods from or to related parties reaching $100 million or 20% of paidin capital or more: Please refer to table 4.
-
H. Receivables from related parties reaching $100 million or 20% of paid-in capital or more: Please refer to table 5.
-
I. Trading in derivative instruments undertaken during the reporting periods: None.
-
J. Significant inter-company transactions during the reporting periods: Please refer to table 6.
(2) Information on investees
Names, locations, and other information of investee companies (not including investees in Mainland China): Please refer to table 7.
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(3) Information on investments in Mainland China
-
A. Basic information: Please refer to table 8.
-
B. Significant transactions, either directly or indirectly through a third area, with investee companies in the Mainland Area: Please refer to tables 1, 2 and 6.
(4) Major shareholders information
As at December 31, 2022, the Company had no shareholders who hold over 5% (including 5%) of the Company’s shares.
14. SEGMENT INFORMATION
(1) General information
The Group operates business only in a single industry. The Chief Operating Decision-Maker, who allocates resources and assesses performance of the Group as a whole, has identified that the Group has only one reportable operating segment.
(2) Measurement of segment information
The Chief Operating Decision-Maker assesses the performance of the operating segments based on the consolidated financial statements. The accounting policy of operating segments is the same as that described in Note 4.
(3) Information on segment profit (loss), assets and liabilities
The revenue from external customers and segment financial information reported to the Chief Operating Decision-Maker is measured in a manner consistent with that in the consolidated statement of comprehensive income.
(4) Reconciliation for segment profit (loss)
The segment assets, liabilities and profit before income tax reported to the Chief Operating Decision-Maker is measured in a manner consistent with that in the consolidated balance sheet and consolidated statement of comprehensive income. As a result, no reconciliation was reported.
(5) Information on products and services
Revenue from external customers is derived from the sale of integrated circuits. Other income is derived from design, royalty and technical services.
Breakdown of the revenue from all sources are as follows:
| Revenue from ICs Others Total |
Year ended December 31,2022 111,560,194 $ 229,597 111,789,791 $ |
Year ended December 31,2021 |
|---|---|---|
| 105,374,969 $ 129,317 |
||
| 105,504,286 $ |
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(6) Geographical information
Geographical information for the years ended December 31, 2022 and 2021 is as follows:
| Taiwan Asia Others Total |
Revenue Non-current assets 48,934,459 $ 10,914,084 $ 61,794,824 643,800 1,060,508 79,018 111,789,791 $ 11,636,902 $ Year ended December 31,2022 |
Year ended December 31,2021 | Year ended December 31,2021 |
|---|---|---|---|
| Revenue 48,934,459 $ 61,794,824 1,060,508 111,789,791 $ |
Revenue 48,015,150 $ 56,984,374 504,762 105,504,286 $ |
Non-current assets | |
| 9,397,141 $ 670,167 96,671 |
|||
| 10,163,979 $ |
Note: Non-current assets exclude financial instruments and deferred income tax assets.
(7) Major customer information
Major customer information of the Group for the years ended December 31, 2022 and 2021 is as follows:
| follows: | |||
|---|---|---|---|
| Customer B Customer D Customer A |
Revenue Segment 23,180,512 $ The whole group 25,425,420 " 16,520,851 " Year ended December 31,2022 |
Year ended December 31,2021 | |
| Revenue 23,180,512 $ 25,425,420 16,520,851 |
Revenue 24,336,918 $ 22,895,750 16,083,737 |
Segment | |
| The whole group " " |
~65~
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| Item Value Collateral Limit on loans granted to a single party Ceiling on total loans granted (Note 2) Footnote Interest rate(%) Nature of loan Amount of transactions with the borrower Reason for short- term financing Allowance for doubtful accounts Maximum outstanding balance during the year ended December 31, 2022 (Note 3) Balance at December 31, 2022 Actual amount drawn down (Note 4) No (Note 1) Creditor Borrower General ledger account Is a related party |
None | None | None | None | None | None | None | None | None | None | None |
|---|---|---|---|---|---|---|---|---|---|---|---|
| ���������� � |
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| - $ |
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| None | None | None | None | None | None | None | None | None | None | None | |
| - $ |
- | - | - | - | - | - | - | - | - | - | |
| Operations | Operations | Operations | Operations | Operations | Operations | Operations | Operations | Operations | Operations | Operations | |
| � � |
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|
| ���� | � | � | � | � | ���� | ���� | ���� | � | ���� | � | |
| ������ � |
� | � | � | � | ��������� | ��������� | ��������� | � | ������� | � | |
| ������� � |
������ | ������� | ��������� | ��������� | ��������� | ��������� | ��������� | ��������� | ��������� | ������� | |
| ������� � |
������ | ������� | ��������� | ��������� | ��������� | ��������� | ��������� | ��������� | ��������� | ������� | |
| Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | |
| Other receivables-related parties |
Other receivables-related parties |
Other receivables-related parties |
Other receivables-related parties |
Other receivables-related parties |
Other receivables-related parties |
Other receivables-related parties |
Other receivables-related parties |
Other receivables-related parties |
Other receivables-related parties |
Other receivables-related parties |
|
| Hung-wei Venture Capital Co., Ltd. |
RayMX Microelectronics Corp. |
AICONNX Technology Corp. |
Bluocean Inc. | Talent Eagle Enterprise Inc. | Leading Enterprises Limited | Amber Universal Inc. | Talent Eagle Enterprise Inc. | Blueocean Inc. | Talent Eagle Enterprise Inc. | Leading Enterprises Limited | |
| Realtek Semiconductor Corporation |
Realtek Semiconductor Corporation |
Realtek Semiconductor Corporation |
Realtek Semiconductor Corporation |
Realtek Semiconductor Corporation |
Realtek Semiconductor Corporation |
Realtek Semiconductor Corporation |
Leading Enterprises Limited | Amber Universal Inc. | Amber Universal Inc. | Cortina Access, Inc. | |
| � | � | � | � | � | � | � | � | � | � | � |
-193-
| Item Value Collateral Limit on loans granted to a single party Ceiling on total loans granted (Note 2) Footnote Interest rate(%) Nature of loan Amount of transactions with the borrower Reason for short- term financing Allowance for doubtful accounts balance during the year ended December 31, 2022 (Note 3) Balance at December 31, 2022 Actual amount drawn down (Note 4) No (Note 1) Creditor Borrower General ledger account Is a related party |
None | None | None | None | None | None | None | None | None | Note 1: The numbers filled in for the loans provided by the Company or subsidiaries are as follows: (1) The Company is ‘0’. (2) The subsidiaries are numbered in order starting from ‘1’. Note 2: The Company’s “Procedures for Provision of Loans” are as follows: (1) Ceiling on total loans granted by the Company to all parties is 40% of the Company’s net assets value as per its most recent financial statements. (2) Limit on loans to a single party with business transactions is the business transactions occurred between the creditor and borrower in the current year. The business transaction amount is the higher of purchasing and selling during current year on the year of financing. (3) For companies needing for short-term financing, the cumulative lending amount may not exceed 40% of the borrowing company’s net assets based on its latest financial statements audited or reviewed by independent auditors. The amount the Company or its subsidiaries lend to an individual entity may not exceed 10% of the Company’s or subsidiary’s net assets based on its latest financial statements audited or reviewed by independent auditors. For the foreign companies which the Company holds 100% of the voting rights directly or indirectly, limit on loans is not restricted as stipulated in the above item (3). However, the ceiling on total loans and limit on loans to a single party may not exceed 40% of the Company’s net assets based on its latest financial statements audited or reviewed by independent auditors. Note 3: Acccumulated maximum outstandings balance of loans to others as at the reporting month of the current period. Note 4: Fill in the actual amount of loans to others used by the borrowing company. |
|---|---|---|---|---|---|---|---|---|---|---|
| ���������� | ���������� | ���������� | ���������� | ���������� | ���������� | ���������� | ���������� | ���������� | ||
| ���������� � |
���������� | ���������� | ���������� | ���������� | ���������� | ���������� | ���������� | ���������� | ||
| � � |
- | - | - | - | - | - | - | - | ||
| None | None | None | None | None | None | None | None | None | ||
| � � |
- | - | - | - | - | - | - | - | ||
| Operations | Operations | Operations | Operations | Operations | Operations | Operations | Operations | Operations | ||
| � � |
� | � | � | � | � | � | � | � | ||
| ���������� ��������� |
���������� ��������� |
���������� ��������� |
���������� ��������� |
���������� ��������� |
���������� ��������� |
���������� ��������� |
���������� ��������� |
���������� ��������� |
||
| ���� | � | � | � | ���� | � | ���� | � | � | ||
| ��������� � |
� | � | � | ������ | � | ������� | � | � | ||
| ��������� � |
������ | ������� | ��������� | ��������� | ��������� | ������� | ������� | ������� | ||
| ��������� � |
������ | ������� | ��������� | ��������� | ��������� | ������� | ������� | ������� | ||
| Y | Y | Y | Y | Y | Y | Y | Y | Y | ||
| Other receivables-related parties |
Other receivables-related parties |
Other receivables-related parties |
Other receivables-related parties |
Other receivables-related parties |
Other receivables-related parties |
Other receivables-related parties |
Other receivables-related parties |
Other receivables-related parties |
||
| Leading Enterprises Limited | RayMX Microelectronics Corp. |
Realsil Microelectronics Corp. |
Bluocean Inc. | Amber Universal Inc. | Talent Eagle Enterprise Inc. | Suzhou Pankore Integrated Circuit Technology Co. Ltd |
RayMX Microelectronics Corp. |
Suzhou Pankore Integrated Circuit Technology Co. Ltd |
||
| Realtek Singapore Private Limited |
Realtek Singapore Private Limited |
Realtek Singapore Private Limited |
Realtek Singapore Private Limited |
Realtek Singapore Private Limited |
Realtek Singapore Private Limited |
Realsil Microelectronics Corp. | Realsil Microelectronics Corp. | Cortina Network Systems (Shanghai) Co., Ltd. |
||
| � | � | � | � | � | � | � | � | � |
-194-
| Company name Relationship with the endorser/ guarantor (Note 2) REALTEK SEMICONDUCTOR CORPORATION AND SUBSIDIARIES Provision of endorsements and guarantees to others For the year ended December 31, 2022 Table 2 Expressed in thousands of NTD (Except as otherwise indicated) Outstanding endorsement/ guarantee amount at December 31, 2022 (Note 5) Actual amont drawn down (Note 6) Number (Note 1) Endorser/ guarantor Party being endorsed/guaranteed Limited on endorsements/ guarantees provided for a single party (Note 3) Maximum outstanding endorsement/ amount as at December 31, 2022 (Note 4) Provision of endorsements/ guarantees to the party in Mainland China (Note 7) Footnote Amount of endorsements/gurante es secured with collateral Ratio of accumulated endorsement/ guarantee amount to net asset value of the endorser/ guarantor company Ceiling on total amount of endorsements/ guarantees provided (Note 3) Provision of endorsements/ guarantees by parent company to subsidiary (Note 7) Provision of endorsements/ guarantees by subsidiary to parent company (Note 7) |
Note 1: The numbers filled in for the endorsements/guarantees provided by the Company or subsidiaries are as follows: (1)The Company is ‘0’. (2)The subsidiaries are numbered in order starting from ‘1’. Note 2: Relationship between the endorser/guarantor and the party being endorsed/guaranteed is classified into the following six categories: (1) Having business relationship. (2) The endorser/guarantor parent company owns directly and indirectly more than 50% voting shares of the endorsed/guaranteed subsidiary. (3) The endorser/guarantor company owns directly and indirectly more than 50% voting shares of the endorser/guarantor parent company. (4) The endorser/guarantor parent company owns directly or indirectly owns more than 50% voting shares of the endorsed/guaranteed subsidiary. (5) Mutual guarantee of the trade as required by the construction contract. (6) Due to joint venture, each shareholder provides endorsements/guarantees to the endorsed/guaranteed company in proportion to its ownership. (7) Joint guarantee of the performance guarantee for pre-sold home sales contract as required under the Consumer Protection Act. Note 4: Fill in the year-to-date maximum outstanding balance of endorsements/guarantees provided as at the reporting period. Note 5: Fill in the amount approved by the Board of Directors or the chairman has been authorised by the Board of Directors based on subparagraph 8, Article 12 of the Regulations Gorverning Loaning of Funds and Making of Endorsements/Guarantees by Public Companies. Note 6: Fill in the actual amount of endorsements/guarantees used by the endorsed/guaranteed company. Note 7: Fill in ‘Y’ for those cases of provision of endorsements/guarantees by listed parent company to subsidiary and provision by subsidiary to listed parent company, and provision to the party in Mainland China. Note 3: Ceiling on total endorsements/guarantees granted by the Company and subsidiaries is 50% of the Company’s net asset based on the latest financial statements audited or reviewed by independent auditors, and limit on endorsements/guarantees to a single party is 50% of the Company's net asset based on the latest financial statements audited or reviewed by independent auditors. |
|||||||
|---|---|---|---|---|---|---|---|---|
| � | � | � | � | � | � | � | ||
| � | � | � | � | � | � | � | ||
| � | � | � | � | � | � | � | ||
| ���������� � |
���������� | ���������� | ���������� | ���������� | ���������� | ���������� | ||
| ��� | ��� | �� | �� | �� | �� | �� | ||
| � � |
� | � | � | � | � | � | ||
| � � |
� | � | � | � | � | � | ||
| ��������� � |
��������� | ��������� | ��������� | ������� | ������� | ������� | ||
| ��������� � |
��������� | ��������� | ��������� | ������� | ������� | ������� | ||
| ���������� � |
���������� | ���������� | ���������� | ���������� | ���������� | ���������� | ||
| � | � | � | � | � | � | � | ||
| Realtek Singapore Private Limited |
Leading Enterprises Limited | Realsil Microelectronics Corp. |
RayMX Microelectronics Corp. |
AICONNX Technology Corp. |
Realsil Microelectronics Corp. |
RayMX Microelectronics Corp. |
||
| Realtek Semiconductor Corporation |
Realtek Semiconductor Corporation |
Realtek Semiconductor Corporation |
Realtek Semiconductor Corporation |
Realtek Semiconductor Corporation |
Leading Enterprises Limited | Realsil Microelectronics Corp. |
||
| � | � | � | � | � | � | � |
-195-
| Number of shares Book value (Note 3) Ownership (%) Fair value (Except as otherwise indicated) Table 3 Expressed in thousands of NTD Footnote (Note 4) Securities held by Marketable securities �Note 1� Relationship with the securities issuer(Note 2) General ledger account As at December 31, 2022 |
||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ������� | ������ | ������ | ������ | ������� | ������ | ������� | ������ | ��������� | ������� | ������� | ������� | ������ | ������� | ������� | ������ | ������ | � | |
| ����� | � | ������ | ����� | ����� | ����� | ����� | � | ������ | � | � | ����� | � | ����� | ����� | ����� | ������ | ����� | |
| ������� | ������ | ������ | ������ | ������� | ������ | ������� | ������ | ��������� | ������� | ������� | ������� | ������ | ������� | ������� | ������ | ������ | � | |
| ��������� | � | ���������� | ��������� | ���������� | ��������� | ��������� | ��������� | ��������� | � | � | ��������� | ������� | ��������� | ��������� | ��������� | ��������� | ��������� | |
| Financial assets at fair value through profit or loss |
Financial assets at fair value through profit or loss |
Financial assets at fair value through other comprehensive income |
Financial assets at fair value through other comprehensive income |
Financial assets at fair value through other comprehensive income |
Financial assets at fair value through other comprehensive income |
Financial assets at fair value through other comprehensive income |
Financial assets at fair value through other comprehensive income |
Financial assets at fair value through other comprehensive income |
Financial assets at amortised cost | Financial assets at amortised cost | Financial assets at fair value through other comprehensive income |
Financial assets at fair value through other comprehensive income |
Financial assets at fair value through profit or loss |
Financial assets at fair value through other comprehensive income |
Financial assets at fair value through other comprehensive income |
Financial assets at fair value through other comprehensive income |
Financial assets at fair value through other comprehensive income |
|
| Other related parties | None | None | Other related parties | None | Other related parties | None | None | None | None | None | None | None | Other related parties | Other related parties | None | Other related parties | None | |
| C-media Electronics Inc. - Common stock | Nuheara Ltd - Convertible notes | Nuheara Ltd - Common stock | Compal broadband networks Inc. - Common stock |
Shieh-Yong Investment Co., Ltd. - Common stock |
Compal broadband networks Inc. - Common stock |
Fortemedia Inc. - Common stock | Starix Technology, Inc.-Preferred stock | Octtasia Investment Holding Inc. - Common stock |
Apple Inc. - Corporate bond | Qualcomm Inc. - Corporate bond | Octtasia Investment Holding Inc. - Common stock |
United Microelectronics Corporation - Common stock |
C-media Electronics Inc.- Common stock | Greatek Electroninc Inc. - Common stock | Subtron technology Co., Ltd - Common stock |
Embestor Technology Inc. - Common stock |
CyWeeMotion Group Limited | |
| Realtek Semiconductor Corporation | Realtek Semiconductor Corporation | Realtek Semiconductor Corporation | Realking Investment Co., Ltd. | Realsun Investment Co., Ltd. | Realsun Investment Co., Ltd. | Leading Enterprises Limited | Leading Enterprises Limited | Leading Enterprises Limited | Leading Enterprises Limited | Leading Enterprises Limited | Amber Universal Inc. | Hung-wei Venture Capital Co., Ltd. | Hung-wei Venture Capital Co., Ltd. | Hung-wei Venture Capital Co., Ltd. | Hung-wei Venture Capital Co., Ltd. | Hung-wei Venture Capital Co., Ltd. | Blueocean Inc. |
-196-
| Number of shares Book value (Note 3) Ownership (%) Fair value (Except as otherwise indicated) Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures) December 31, 2022 Table 3 Expressed in thousands of NTD Footnote (Note 4) Securities held by Marketable securities �Note 1� Relationship with the securities issuer(Note 2) General ledger account As at December 31, 2022 |
Note 1: Marketable securities in the table refer to stocks, bonds, beneficiary certificates and other related derivative securities within the scope of IFRS 9 ‘Financial instruments'. Note 2: Leave the column blank if the issuer of marketable securities is non-related party. Note 3: Fill in the amount after adjusted at fair value and deducted by accumulated impairment for the marketable securities measured at fair value; fill in the acquisition cost for the marketable securities not measured at fair value. Note 4: The number of shares of securities and their amounts pledged as security or pledged for loans and their restrictions on use under some agreements should be stated in the footnote if the securities presented herein have such conditions. ����������� |
|||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| �������� | ������ | ������� | ������ | ������� | ������� | ������ | ������ | ������ | ������ | ������ | ������ | ������� | ������ | ������ | ������ | ������� | ||
| ����� | ����� | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | ||
| �������� | ������ | ������� | ������ | ������� | ������� | ������ | ������ | ������ | ������ | ������ | ������ | ������� | ������ | ������ | ������ | ������� | ||
| ��������� | ��������� | ���������� | ���������� | ���������� | ���������� | ���������� | ��������� | ���������� | ��������� | ��������� | ���������� | ���������� | ���������� | ���������� | ��������� | � | ||
| Financial assets at fair value through other comprehensive income |
Financial assets at fair value through other comprehensive income |
Financial assets at fair value through profit or loss |
Financial assets at fair value through profit or loss |
Financial assets at fair value through profit or loss |
Financial assets at fair value through profit or loss |
Financial assets at fair value through profit or loss |
Financial assets at fair value through profit or loss |
Financial assets at fair value through profit or loss |
Financial assets at fair value through profit or loss |
Financial assets at fair value through profit or loss |
Financial assets at fair value through profit or loss |
Financial assets at fair value through profit or loss |
Financial assets at fair value through profit or loss |
Financial assets at fair value through profit or loss |
Financial assets at fair value through profit or loss |
Financial assets at fair value through profit or loss |
||
| None | None | None | None | None | None | None | None | None | None | None | None | None | None | None | None | None | ||
| Eargo, Inc. - Common stock | Eargo, Inc. - Common stock | Cuam Money Fund | JIA SHI Monetary Fund | BOC Cash Fund | Guang-Fa Currency Fund | WAN JIA Monetary Fund | Guang-Fa Demand Policy Loan Fund | Jian-Xin Monetary Fund | Pu-Yin Monetary Fund | Capital Increase Monetary Fund A | Capital Increase Monetary Fund B | Ri-Ri-Xin Fund | Step by step Gold Fund | Cuam Money Fund | JIA SHI Monetary Fund | Bond funds | ||
| Blueocean Inc. | Talent Eagle Enterprise Inc. | Realsil Microelectronics Corp. | Realsil Microelectronics Corp. | Realsil Microelectronics Corp. | Realsil Microelectronics Corp. | Realsil Microelectronics Corp. | Realsil Microelectronics Corp. | Realsil Microelectronics Corp. | Realsil Microelectronics Corp. | Realtek Semiconductor (Shen Zhen) Corp. | Realtek Semiconductor (Shen Zhen) Corp. | Realtek Semiconductor (Shen Zhen) Corp. | Cortina Network Systems (Shanghai) Co. Ltd. | Cortina Network Systems (Shanghai) Co. Ltd. | Cortina Network Systems (Shanghai) Co. Ltd. | Realtek Investment Singapore Private Limited |
-197-
| Purchase (sales) Amount Percentage of total purchase (sales) Credit term Unit price Credit term Balance Percentage of total notes/accounts receivable (payable) Footnote Purchase/seller Counterparty Relationship with the counterparty Transaction Differences in transaction terms compared to third party transactions Notes/accounts receivable(payable) |
|||||||
|---|---|---|---|---|---|---|---|
| 9% | 0% | 0% | 0% | 12% | 1% | 0% | |
| 1,048,725 $ |
- | 46,131 | 21,130 | 1,478,273 | 90,031) ( |
64,824) ( |
|
| Approximately the same with third party transactions |
Approximately the same with third party transactions |
Approximately the same with third party transactions |
Approximately the same with third party transactions |
Approximately the same with third party transactions |
Approximately the same with third party transactions |
Approximately the same with third party transactions |
|
| Approximately the same with third party transactions |
Approximately the same with third party transactions |
Approximately the same with third party transactions |
Approximately the same with third party transactions |
Approximately the same with third party transactions |
Approximately the same with third party transactions |
Approximately the same with third party transactions |
|
| Approximately the same with third party transactions |
Approximately the same with third party transactions |
Approximately the same with third party transactions |
Approximately the same with third party transactions |
Approximately the same with third party transactions |
Approximately the same with third party transactions |
Approximately the same with third party transactions |
|
| (8%) | 0% | 0% | 0% | (7%) | 1% | 1% | |
| 9,142,682) ($ |
53,120) ( |
337,353) ( |
97,058) ( |
7,281,111) ( |
694,922 | 350,704 | |
| (Sales) | (Sales) | (Sales) | (Sales) | (Sales) | Purchase | Purchase | |
| Other related parties | Other related parties | Other related parties | Other related parties | Other related parties | Other related parties | Other related parties | |
| G.M.I Technology Inc. | Actions Semiconductor Co., Ltd. | C-Media Electronics Inc. | G.M.I Technology Inc. | G.M.I Technology Inc. | Greatek Electronics Inc. | Greatek Electronics Inc. | |
| Realtek Semiconductor Corporation | Realtek Semiconductor Corporation | Realtek Semiconductor Corporation | RayMX Microelectronics Corp. | Realtek Singapore Private Limited | Realtek Semiconductor Corporation | Realtek Singapore Private Limited |
-198-
| Table 5 Amount Action taken Amount collected subsequent to the balance sheet date Allowance for doubtful accounts Creditor Counterparty Relationship with the counterparty Balance as at December 31, 2022 Turnover rate Overdue receivables December 31, 2022 Expressed in thousands of NTD (Except as otherwise indicated) |
10,593 $ |
- |
|---|---|---|
| 691,384 $ |
727,379 | |
| - | - | |
| $ - | - | |
| 6.50 | 5.17 | |
| 1,048,725 $ |
1,478,273 | |
| Other related parties |
Other related parties |
|
| G.M.I Technology Inc. | G.M.I Technology Inc. | |
| Realtek Semiconductor Corporation | Realtek Singapore Private Limited |
-199-
| General ledger account Amount Transaction terms Percentage of consolidated total operating revenues or total assets (Note 3) Number (Note 1) Company name Counterparty Relationship (Note 2) Transaction (Except as otherwise indicated) REALTEK SEMICONDUCTOR CORPORATION AND SUBSIDIARIES Significant inter-company transactions during the reporting period For the year ended December 31, 2022 Table 6 Expressed in thousands of NTD |
0.04% |
0.12% | 0.02% | 0.56% | 0.15% | 2.52% | 0.06% | 0.56% | 0.04% | 0.22% | 0.01% | 0.14% | 0.04% | 0.17% | 0.01% | 0.06% | 0.03% | 0.01% | 0.04% | Note 1: The numbers filled in for the transaction company in respect of inter-company transactions are as follows: (1) Parent company is ‘0’. (2) The subsidiaries are numbered in order starting from ‘1’. Note 2: Relationship between transaction company and counterparty is classified into the following three categories; fill in the number of category each case belongs to (If transactions between parent company and subsidiaries or between subsidiaries refer to the same transaction, it is not required to disclose twice. For example, if the parent company has already disclosed its transaction with a subsidiary, then the subsidiary is not required to disclose the transaction; for transactions between two subsidiaries, if one of the subsidiaries has disclosed the transaction, then the other is not required to disclose the transaction.): (1) Parent company to subsidiary. (2) Subsidiary to parent company. (3) Subsidiary to subsidiary Note 3: Regarding percentage of transaction amount to consolidated total operating revenues or total assets, it is computed based on period-end balance of transaction to consolidated total assets for balance sheet accounts and based on accumulated transaction amount for the period to consolidated total operating revenues for income statement accounts. Note 4: Only transactions above NT$10 million are disclosed. Transactions of related parties are not further disclosed here. |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| No similar transaction can be compared with. Transaction prices and terms are determined in accordance with mutual agreement. |
No similar transaction can be compared with. Transaction prices and terms are determined in accordance with mutual agreement. |
No similar transaction can be compared with. Transaction prices and terms are determined in accordance with mutual agreement. |
No similar transaction can be compared with. Transaction prices and terms are determined in accordance with mutual agreement. |
No similar transaction can be compared with. Transaction prices and terms are determined in accordance with mutual agreement. |
No similar transaction can be compared with. Transaction prices and terms are determined in accordance with mutual agreement. |
No similar transaction can be compared with. Transaction prices and terms are determined in accordance with mutual agreement. |
No similar transaction can be compared with. Transaction prices and terms are determined in accordance with mutual agreement. |
No similar transaction can be compared with. Transaction prices and terms are determined in accordance with mutual agreement. |
No similar transaction can be compared with. Transaction prices and terms are determined in accordance with mutual agreement. |
No similar transaction can be compared with. Transaction prices and terms are determined in accordance with mutual agreement. |
No similar transaction can be compared with. Transaction prices and terms are determined in accordance with mutual agreement. |
No similar transaction can be compared with. Transaction prices and terms are determined in accordance with mutual agreement. |
No similar transaction can be compared with. Transaction prices and terms are determined in accordance with mutual agreement. |
No similar transaction can be compared with. Transaction prices and terms are determined in accordance with mutual agreement. |
No similar transaction can be compared with. Transaction prices and terms are determined in accordance with mutual agreement. |
No similar transaction can be compared with. Transaction prices and terms are determined in accordance with mutual agreement. |
No similar transaction can be compared with. Transaction prices and terms are determined in accordance with mutual agreement. |
No similar transaction can be compared with. Transaction prices and terms are determined in accordance with mutual agreement. |
||
| $ 49,959 | 132,850 | 18,801 | 623,576 | 169,841 | 2,812,029 | 73,699 | 628,378 | 41,456 | 245,414 | 14,724 | 151,947 | 40,600 | 186,317 | 7,537 | 67,041 | 36,193 | 15,674 | 49,959 | ||
Other receivables |
Technical service fees | Other payables | Technical service fees | Other payables | Technical service fees | Prepaid account | Technical service fees | Other payables | Technical service fees | Other payables | Technical service fees | Other payables | Technical service fees | Other payables | Technical service fees | Technical service fees | Technical service fees | Other receivables | ||
| � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | ||
| RayMX Microelectronics Corp. |
Realtek Korea Inc. | Realtek Korea Inc. | Ubilinx Technology Inc. | Ubilinx Technology Inc. | Realsil Microelectronics Corp. | Realsil Microelectronics Corp. | Realtek Semiconductor(Shen Zhen) Corp. | Realtek Semiconductor(Shen Zhen) Corp. | Cortina Access, Inc. | Cortina Access, Inc. | Cortina Network Systems (Shanghai) Co. Ltd. | Cortina Network Systems (Shanghai) Co. Ltd. | Cortina Systems Taiwan Limited | Cortina Systems Taiwan Limited | Realtek Semiconductor (Japan) Corp. | Realtek Viet Nam Co. Ltd. | Realtek Semiconductor (Malaysia) Sdn. Bhd. | RayMX Microelectronics Corp. | ||
| Realtek Semiconductor Corporation | Realtek Semiconductor Corporation | Realtek Semiconductor Corporation | Realtek Semiconductor Corporation | Realtek Semiconductor Corporation | Realtek Singapore Private Limited | Realtek Singapore Private Limited | Realtek Singapore Private Limited | Realtek Singapore Private Limited | Realtek Singapore Private Limited | Realtek Singapore Private Limited | Realtek Singapore Private Limited | Realtek Singapore Private Limited | Realtek Singapore Private Limited | Realtek Singapore Private Limited | Realtek Singapore Private Limited | Realtek Singapore Private Limited | Realtek Singapore Private Limited | Realtek Singapore Private Limited | ||
| � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
-200-
| Balance as at December 31, 2022 Balance as at December 31, 2021 Number of shares Ownership (%) Book value Net profit (loss) of the investee for the year ended December 31, 2022 Investment income (loss) recognised by the Company for the year ended December 31, 2022 Footnote Investor Investee Location Main business activities Initial investment amount Shares held as at December 31, 2022 Information on investees For the year ended December 31, 2022 Table 7 Expressed in thousands of NTD (Except as otherwise indicated) REALTEK SEMICONDUCTOR CORPORATION AND SUBSIDIARIES |
Subsidiary | Subsidiary | Subsidiary | Subsidiary | Subsidiary | Subsidiary | Subsidiary | Subsidiary | Subsidiary | Subsidiary | Subsidiary | Subsidiary |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 136,075) ($ |
69,393 | 15,286,889 | 39,716) ( |
6,459 | 117,565 | 16,284 | 85,095) ( |
5,547) ( |
37) ( |
184 | 20,948) ( |
|
| 76,336) ($ |
69,393 | 15,285,229 | 33,218) ( |
27,379) ( |
117,565 | 16,284 | 85,095) ( |
5,547) ( |
37) ( |
276 | 22,073) ( |
|
| $ - | 3,735,840 | 47,105,531 | - | - | 6,925,958 | 691,262 | 422,217 | 259,432 | 5,030 | 19,436 | 5,269) ( |
|
| - | 100% | 100% | - | - | 100% | 100% | 100% | 100% | 100% | 66.67% | 100% | |
| - | 41,432 | 116,059,638 | - | - | 200,000,000 | 28,000,000 | 25,000,000 | 29,392,985 | 500,000 | 1,918,910 | 2,000,000 | |
| $ 13,676,922 | 4,358,823 | 3,928,798 | 3,047,285 | 3,159,429 | 5,538,000 | 280,000 | 250,000 | 293,930 | 5,000 | 19,189 | 20,000 | |
| $ - | 4,833,896 | 4,357,007 | - | - | 6,141,600 | 280,000 | 250,000 | 293,930 | 5,000 | 19,189 | 20,000 | |
| Investment holdings | Investment holdings | ICs manufacturing, design, research, development, sales, and marketing |
Investment holdings | Investment holdings | Investment holdings | Investment holdings | Investment holdings | Investment holdings | ICs manufacturing, design, research, development, sales, and marketing |
Manufacturing and installation of computer equipment and wholesasle, retail and related services of electronic materials and information/software |
ICs manufacturing, design, research, development, sales, and marketing |
|
| British Virgin Islands |
British Virgin Islands |
Singapore | Cayman Islands |
Cayman Islands |
Singapore | Taiwan | Taiwan | Taiwan | Taiwan | Taiwan | Taiwan | |
| Leading Enterprises Limited | Amber Universal Inc. | Realtek Singapore Private Limited |
Bluocean Inc. | Talent Eagle Enterprise Inc. | Realtek Investment Singapore Private Limited |
Realsun Investments Co., Ltd. | Hung-wei Venture Capital Co., Ltd. |
Realking Investments Co., Ltd. | Realsun Technology Corporatioin |
Bobitag Inc. | AICONNX Technology Corporation |
|
| Realtek Semiconductor Corporation |
Realtek Semiconductor Corporation |
Realtek Semiconductor Corporation |
Realtek Semiconductor Corporation |
Realtek Semiconductor Corporation |
Realtek Semiconductor Corporation |
Realtek Semiconductor Corporation |
Realtek Semiconductor Corporation |
Realtek Semiconductor Corporation |
Realtek Semiconductor Corporation |
Realtek Semiconductor Corporation |
Realtek Semiconductor Corporation |
-201-
| Balance as at December 31, 2022 Balance as at December 31, 2021 Number of shares Ownership (%) Book value Net profit (loss) of the investee for the year ended December 31, 2022 Investment income (loss) recognised by the Company for the year ended December 31, 2022 Footnote Investor Investee Location Main business activities Initial investment amount Shares held as at December 31, 2022 Information on investees For the year ended December 31, 2022 Table 7 Expressed in thousands of NTD (Except as otherwise indicated) REALTEK SEMICONDUCTOR CORPORATION AND SUBSIDIARIES |
Investments accounted for under equity method |
Investments accounted for under equity method |
Investments accounted for under equity method |
Investments accounted for under equity method |
Investments accounted for under equity method |
Sub-Subsidiary | Sub-Subsidiary | Sub-Subsidiary | Sub-Subsidiary | Sub-Subsidiary |
|---|---|---|---|---|---|---|---|---|---|---|
| 2,822) ($ |
6,811) ( |
2,465) ( |
5,668) ( |
2,957) ( |
176) ( |
45 | 23) ( |
138,531 | 17,389 | |
| 47,721) ($ |
13,674) ( |
24,645) ( |
24,645) ( |
24,645) ( |
176) ( |
45 | 23) ( |
138,531 | 17,389 | |
| $ 2,276 | 135,808 | 7,242 | 16,655 | 8,690 | 1,971 | 7,950 | 1,121 | 2,138,374 | 926,727 | |
| 6.89% | 37.38% | 10% | 23% | 12% | 100% | 100% | 100% | 100% | 100% | |
| 2,000,000 | 20,000,000 | 1,000,000 | 2,300,000 | 1,200,000 | 400 | 300,000 | - | 2,825,000 | 16,892 | |
| $ 110,000 | 200,000 | 10,000 | 23,000 | 12,000 | 4,812 | 8,307 | 5,326 | 782,243 | 1,131,026 | |
| $ 110,000 | 200,000 | 10,000 | 23,000 | 12,000 | 4,627 | 9,212 | 5,901 | 867,501 | 1,254,299 | |
| Research and development, design, manufacturing, sales and other services of electronic components, information/Software and integrated circuits. |
Venture capital activities | Research and development, design, manufacturing, sales and other services of electronic components, information/Software and integrated circuits. |
Research and development, design, manufacturing, sales and other services of electronic components, information/Software and integrated circuits. |
Research and development, design, manufacturing, sales and other services of electronic components, information/Software and integrated circuits. |
Information collection and technical support |
Investment holdings | Information services and technical support |
Investment holdings | R&D and technical support | |
| Taiwan | Taiwan | Taiwan | Taiwan | Taiwan | Japan | Mauritius | Hong Kong | Mauritius | U.S.A | |
| Estinet Technologies Incorporation |
Innorich Venture Capital Corp. | Starmems Semiconductor Corporation |
Starmems Semiconductor Corporation |
Starmems Semiconductor Corporation |
Realtek Semiconductor (Japan) Corp. |
Circon Universal Inc. | Realtek Semiconductor (Hong Kong) Limited |
Empsonic Enterprises Inc. | Cortina Access Inc. | |
| Realtek Semiconductor Corporation |
Realking Investments Co., Ltd. | Realking Investments Co., Ltd. | Realsun Investments Co., Ltd. | Hung-wei Venture Capital Co., Ltd. |
Leading Enterprises Limited | Leading Enterprises Limited | Amber Universal Inc. | Realtek Singapore Private Limited | Realtek Singapore Private Limited |
-202-
| Balance as at December 31, 2022 Balance as at December 31, 2021 Number of shares Ownership (%) Book value Net profit (loss) of the investee for the year ended December 31, 2022 Investment income (loss) recognised by the Company for the year ended December 31, 2022 Footnote Investor Investee Location Main business activities Initial investment amount Shares held as at December 31, 2022 Information on investees For the year ended December 31, 2022 Table 7 Expressed in thousands of NTD (Except as otherwise indicated) |
Sub-Subsidiary | Sub-Subsidiary | Sub-Subsidiary | Sub-Subsidiary | Sub-Subsidiary | Sub-Subsidiary | Sub-Subsidiary | Sub-Subsidiary | Note�The amount of foreign currencies denominated in New Taiwan dollars in this table, which relates to income and expenses which were re-translated at the average exchange rate from January 1, 2022 to December 31, 2022, others were re-translated at the exchange rate prevailing at the end of the financial reporting period. |
|---|---|---|---|---|---|---|---|---|---|
| 23,963 $ |
2,421 | 59,739 | 6,498 | 33,838) ( |
14,021 | 2,327 | 5,624 | ||
| 23,963 $ |
2,421 | 76,336) ( |
33,218) ( |
27,379) ( |
14,021 | 2,327 | 5,624 | ||
| $ 75,126 | 85,185 | 14,287,695 | 3,506,802 | 2,377,010 | 296,291 | 67,368 | 54,047 | ||
| 100% | 100% | 100% | 100% | 100% | 100% | 100% | 100% | ||
| 21,130,000 | 4,000,000 | 34,630 | 110,050,000 | 114,100,000 | 60,000,000 | 10,450,000 | 200,000 | ||
| $ 55,380 | 110,760 | - | - | - | 1,661,400 | 69,275 | - | ||
| $ 61,416 | 122,832 | 15,167,602 | 3,379,415 | 3,503,783 | 1,842,480 | 72,519 | 48,177 | ||
| R&D and technical support | R&D and technical support | Investment holdings | Investment holdings | Investment holdings | R&D and technical support | R&D and technical support | R&D and technical support | ||
| Taiwan | Vietnam | British Virgin Islands |
Cayman Islands |
Cayman Islands |
U.S.A | Malaysia | Korea | ||
| Cortina Systems Taiwan Limited | Realtek Viet Nam Co., Ltd. | Leading Enterprises Limited | Bluocean Inc. | Talent Eagle Enterprise Inc. | Ubilinx Technology Inc. | Realtek Semiconductor (Malaysia) Sdn.Bhd. |
Realtek Korea Inc. | ||
| Realtek Singapore Private Limited | Realtek Singapore Private Limited | Realtek Singapore Private Limited | Realtek Singapore Private Limited | Realtek Singapore Private Limited | Talent Eagle Enterprise Inc. | Bluocean Inc. | Bluocean Inc. |
-203-
==> picture [440 x 681] intentionally omitted <==
-204-
VI. Parent Company Only Financial Statements
INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE
PWCR22003333
To the Board of Directors and Shareholders of Realtek Semiconductor Corporation
Opinion
We have audited the accompanying parent company only balance sheets of Realtek Semiconductor Corporation (the “Company”) as at December 31, 2022 and 2021, and the related parent company only statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the parent company only financial statements, including a summary of significant accounting policies.
In our opinion, based on our audits and the reports of other auditors (please refer to the Other matter section ), the accompanying parent company only financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2022 and 2021, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ responsibilities for the audit of the parent company only financial satatements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountants of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on our audits and the reports of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
~2~
-205-
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the Company’s 2022 parent company only financial statements. These matters were addressed in the context of our audit of the parent company only financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.
Key audit matters for the Company’s 2022 parent company only financial statements are stated as follows:
Valuation of inventories
Description
Refer to Note 4(11) of the parent company only financial statements for inventory valuation policies, Note 5(2) for uncertainty of accounting estimates and assumptions of inventory valuation and Note 6(3) for the details of inventories.
The Company is primarily engaged in researching, developing, manufacturing, selling of various integrated circuits and related application software. Inventories are stated at the lower of cost and net realizable value. Due to the balances of inventories are significant to the financial statements and the rapid technological changes in the industry, there is a higher risk of decline in market value and obsolescence of inventories. Thus, we considered the valuation of inventories as one of the key audit matters.
How our audit addressed the matter
We performed the following audit procedures in respect of the above key audit matter:
-
Obtained an understanding of accounting policies on the provision for inventory valuation losses and assessed the reasonableness.
-
Validated the accuracy of inventory aging report, as well as sampled and confirmed the consistency of quantities and amounts with detailed inventory listing, verified dates of movements with supporting documents and ensured the proper categorization of inventory aging report.
-
Evaluated and confirmed the reasonableness of net realizable value for inventories through validating respective supporting documents.
~3~
-206-
Other matter – Reference to the audits of other auditors
We did not audit the financial statements of certain investments accounted for under equity method. Those financial statements were audited by other auditors whose reports thereon have been furnished to us, and our opinion expressed herein is based solely on the reports of the other auditors. Investments accounted for under equity method amounted to NT$424,493 thousand and NT$763,850 thousand, constituting 0.42% and 0.83% of total assets as at December 31, 2022 and 2021, respectively. Comprehensive (losses) income amounted to (NT$266,649) thousand and NT$236,416 thousand, constituting (1.29)% and 1.42% of total comprehensive income for the years ended December 31, 2022 and 2021, respectively.
Responsibilities of management and those charged with governance for the parent company only financial statements
Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company only financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Company’s financial reporting process.
Auditor’s responsibilities for the audit of the parent company only financial statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Standards of Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error
~4~
-207-
and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.
As part of an audit in accordance with Standards on Auditing of the Republic of China, we exercise professional judgement and professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
~5~
-208-
- Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Li, Tien-Yi
[Cheng, Ya-Huei ]
For and on behalf of PricewaterhouseCoopers, Taiwan
February 24, 2023
The accompanying parent company only financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying parent company only financial statements and independent auditors’ report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.
As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.
~6~
-209-
REALTEK SEMICONDUCTOR CORPORATION
PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2022 AND 2021
(Expressed in thousands of New Taiwan dollars)
| Assets | Notes 6(1) 6(2) 6(2) and 7 7 6(3) 8 6(4) 6(5) 6(6) 6(7) |
December 31, 2022 December 31, 2021 AMOUNT % AMOUNT % ��������� � ��������� � ������ � ������� � ��������� � ��������� � ��������� � ��������� � ����� � ����� � ��������� � ��������� � ���������� �� ���������� �� ������� � ������� � ���������� �� ���������� �� ������ � � � ������ � � � ������ � ������ � ���������� �� ���������� �� ��������� � ��������� � ��������� � ��������� � ��������� � ��������� � ������� � ������� � ��������� � ������� � ���������� �� ���������� �� ����������� ��� ���������� ��� |
December 31, 2021 | December 31, 2021 |
|---|---|---|---|---|
| % | ||||
| Current assets 1100 Cash and cash equivalents 1110 Financial assets at fair value through profit or loss - current 1170 Accounts receivable, net 1180 Accounts receivable, net - related parties 1200 Other receivables 1210 Other receivables - related parties 130X Inventories, net 1410 Prepayments 11XX Total current assets Non-current assets 1510 Financial assets at fair value through profit or loss - non-current 1517 Financial assets at fair value through other comprehensive income - non- current 1535 Financial assets at fair value - non- current 1550 Investments accounted for under equity method 1600 Property, plant and equipment 1755 Right-of-use assets 1780 Intangible assets 1840 Deferred income tax assets 1900 Other non-current assets 15XX Total non-current assets 1XXX Total assets |
||||
| ��� |
(Continued)
~7~
-210-
REALTEK SEMICONDUCTOR CORPORATION PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2022 AND 2021
(Expressed in thousands of New Taiwan dollars)
| Liabilities and Equity | Notes 6(8) 6(16) 7 6(9) 7 6(16) 6(10) 6(11) 6(12) 6(13) 6(14) 6(15) 9 |
December 31, 2022 December 31, 2021 AMOUNT % AMOUNT % ���������� ��� ���������� �� ������ � ������ � � � ����� � ��������� � ��������� � ������ � ������� � ���������� �� ���������� �� ������� � ������ � ��������� � ��������� � ������ � ������ � ��������� � ��������� � ���������� �� ���������� �� ��������� � ��������� � ������ � ������� � ��������� � ��������� � ������� � ������� � ��������� � ��������� � ���������� �� ���������� �� ��������� � ��������� � ��������� � ��������� � ��������� � ��������� � ��������� � ��������� � ���������� �� ���������� �� ��������� �� ����������� � ���������� �� ���������� �� ����������� ���� ���������� ��� |
|---|---|---|
| Current liabilities 2100 Short-term borrowings 2130 Contract liabilities - current 2150 Notes payable 2170 Accounts payable 2180 Accounts payable - related parties 2200 Other payables 2220 Other payables - related parties 2230 Current income tax liabilities 2280 Lease liabilities - current 2300 Other current liabilities 21XX Total current liabilities Non-current liabilities 2540 Long-term borrowings 2570 Deferred income tax liabilities 2580 Lease liabilities - non-current 2600 Other non-current liabilities 25XX Total non-current liabilities 2XXX Total liabilities Equity Share capital 3110 Common shares Capital surplus 3200 Capital surplus Retained earnings 3310 Legal reserve 3320 Special reserve 3350 Undistributed earnings Other equity 3400 Other equity interest 3XXX Total equity Significant contingent liabilities and unrecognized contract commitments 3X2X Total liabilities and equity |
The accompanying notes are an integral part of these parent company only financial statements.
~8~
-211-
REALTEK SEMICONDUCTOR CORPORATION
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021
(Expressed in thousands of New Taiwan dollars, except earnings per share amounts)
| Year | ended December 31 | ended December 31 | ended December 31 | ||||||
|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | ||||||||
| Items | Notes | AMOUNT | % | AMOUNT | % | ||||
| 4000 | Operating revenue |
6(16) and 7 | � | ���������� | ��� | � | ���������� ��� |
||
| 5000 | Operating costs |
6(3) and 7 | � ������������ |
���� ������������ |
��� | ||||
| 5900 | Gross profit | ���������� | �� | ���������� �� |
|||||
| 5910 | Unrealized profit from sales | � ���� |
� | � � |
|||||
| 5920 | Realized profit from sales | ����� | � | � � |
|||||
| 5950 | Net operating margin | ���������� | �� | ���������� �� |
|||||
| Operating expenses 7 6100 Selling expenses � ����������� ��� ����������� |
�� | ||||||||
| 6200 | General and administrative expenses | � ����������� |
��� ����������� |
�� | |||||
| 6300 | Research and development expenses | � ������������ |
���� ������������ |
��� | |||||
| 6450 | Expected credit gains (losses) |
12(2) | ������ | �� ������ � |
|||||
| 6000 | Total operating expenses | � ������������ |
���� ������������ |
��� | |||||
| 6900 | Operating income | ��������� | � | ��������� � |
|||||
| Non-operating income and expenses 7100 Interest income 7 ������� � ������ � |
|||||||||
| 7010 | Other income |
7 | ������� | � | ������ � |
||||
| 7020 | Other gains and losses | ������� | �� ��������� |
�� | |||||
| 7050 | Finance costs | � �������� |
�� ������� � |
||||||
| 7070 | Share of profit of associates and |
6(4) | |||||||
| joint ventures accounted for under | |||||||||
| equity method | ���������� | �� | ���������� �� |
||||||
| 7000 | Total non-operating income and | ||||||||
| expenses | ���������� | �� | ���������� �� |
||||||
| 7900 | Profit before income tax, net | ���������� | �� | ���������� �� |
|||||
| 7950 | Income tax expense | � ��������� |
��� ��������� |
�� | |||||
| 8200 | Net income for the year | � | ���������� | �� | � | ���������� �� |
|||
| Other comprehensive income, net 6(15) Components of other comprehensive |
|||||||||
| income (losses) that will not be | |||||||||
| reclassified to profit or loss 8316 Unrealised income from investments |
|||||||||
| in equity instruments measured at | |||||||||
| fair value through other | |||||||||
| comprehensive income | � | ������ | � | � | � � |
||||
| 8330 | Share of other comprehensive | ||||||||
| (losses) income of associates and | |||||||||
| joint ventures accounted for under | |||||||||
| equity method | � ����������� |
�� ������� � |
|||||||
| 8310 | Total other comprehensive (losses) | ||||||||
| income that will not be reclassified | |||||||||
| to profit or loss | � ��������� |
�� ������� � |
|||||||
| Components of other comprehensive | |||||||||
| (losses) income that will be | |||||||||
| reclassified to profit or loss 8380 Share of other comprehensive |
|||||||||
| income (losses) of associates and | |||||||||
| joint ventures accounted for under | |||||||||
| equity method | ��������� | �� ����������� |
�� | ||||||
| 8300 | Other comprehensive income | ||||||||
| (losses) ,net | � | ��������� | ��� | �������� � |
|||||
| 8500 | Total comprehensive income for the | ||||||||
| year | � | ���������� | �� | � | ���������� �� |
||||
| Earnings Per Share (in dollars) 9750 Basic earnings per share � ����� � ����� |
|||||||||
| Diluted earnings per share (in dollars) 9850 Diluted earnings per share � ����� � ����� |
The accompanying notes are an integral part of these parent company only financial statements.
~9~
-212-
| Total equity | ���������� | ���������� | ������� � | ���������� | � | ��������� � | ��������� � | ��� | ��� | ���������� | ���������� | ���������� | ��������� | ���������� | � | � | ���������� � | ������� | ��������� � | ��� | ���������� | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| REALTEK SEMICONDUCTOR CORPORATION | PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY | YEARS ENDED DECEMBER 31, 2022 AND 2021 | (Expressed in thousands of New Taiwan dollars) | Retained Earnings Other equity interest |
Unrealised income | from financial assets | Financial statements measured at fair |
translation value through other |
Undistributed differences of comprehensive |
Common shares Capital surplus Legal reserve Special reserve earnings foreign operations income |
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� ��������� � ��������� � ��������� � ��������� � ���������� � � ��������� � � ��������� � |
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The accompanying notes are an integral part of these parent company only financial statements. | ~10~ | ||||||||
| Notes | 6(15) | 6(14) | 6(14) | 6(13) | 6(13) | 6(13) | 6(15) | 6(14) | 6(14) | 6(14) | 6(12)(13) | 6(13) | 6(13) | ||||||||||||||||||||||||||||
| 2021 | Balance at January 1, 2021 | Net income for the year | Other comprehensive income (loss) | Total comprehensive income (loss) | Distribution of 2020 earnings | Special reserve | Cash dividends | Cash from capital surplus | Changes in equity of associates accounted for | under equity method | Cash dividends returned | Balance at December 31, 2021 | 2022 | Balance at January 1, 2022 | Net income for the year | Other comprehensive income (loss) | Total comprehensive income (loss) | Distribution of 2021 earnings | Legal reserve | Special reserve | Cash dividends | Employees’ compensation transferred to | common shares | Cash from capital surplus | Cash dividends returned | Balance at December 31, 2022 |
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REALTEK SEMICONDUCTOR CORPORATION PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021
(Expressed in thousands of New Taiwan dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Profit before tax Adjustments Adjustments to reconcile profit (loss) Depreciation Amortization Expected credit (gains)losses Interest expense Interest income Dividend income Losses(gains) on financial assets at fair value through profit or loss Share of gain of associates and joint ventures accounted for under equity method Gain on disposal of property, plant and equipment Losses on disposal of investments Impairment loss Gains arising from lease modifications Changes in operating assets and liabilities Changes in operating assets Financial assets at fair value through profit or loss - current Accounts receivable, net Accounts receivable, net - related parties Other receivables Other receivables, - related parties Inventories Prepayments Changes in operating liabilities Contract liabilities - current Notes payable Accounts payable Accounts payable - related parties Other payables Other payables - related parties Other current liabilities Accrued pension obligations |
Notes 2022 2021 � ���������� � ���������� ������� ������� ��������� ��������� 12(2) � ������ � ����� ������� ������ � ������� � � ������ � � ����� � � ����� � ������ � ������ � 6(4) � ���������� � � ���������� � � ����� � � ��� � � ��� ����� � � �� � � ��� � � ������ ��������� � ������� � ������� ����� ����� � ����� � � ������ � � ������ � � ������� � � ��������� � ������� � ������� � � ������ � � ������ � � ����� � � � ��������� � � ������� � � ������� � � ������ � ��������� ��������� ������� ����� ������� � ������� � � ����� � � ����� � |
|---|---|
(Continued)
~11~
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REALTEK SEMICONDUCTOR CORPORATION PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021
(Expressed in thousands of New Taiwan dollars)
| Cash inflow generated from operations Interest received Dividends received Interest paid Income taxes paid Net cash flows from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of financial assets at fair value through profit or loss Acquisition of financial assets at fair value through other comprehensive income Acquisition of financial assets at amortised cost Proceeds from disposal of financial assets at amortised cost Increase in other receivables, - related parties Decrease in other receivables, - related parties Acquisition of investments accounted for under equity method Proceeds from disposal of investments accounted for under equity method Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Acquisition of intangible assets Increase in refundable deposits Increase in other non-current assets Net cash flows used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase in short-term borrowings Decrease in short-term borrowings Increase in long-term borrowings Repayment of principal portion of lease liabilities (Decrease) increase in guarantee deposits Cash from capital surplus and cash dividends Cash dividends returned Net cash flows used in financing activities Net decrease in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year |
Notes 2022 2021 � ��������� � ��������� ������� ������ ��������� ��������� � ������� � � ������ � � ������� � � ������� � ���������� ���������� � ������ � � � ������ � � � ������ � � ��� � ����� �� � ���������� � � ���������� � ���������� ��������� � � ������ � � ��� � ��������� � � ��������� � ����� ��� � ��������� � � ��������� � � ��������� � � ������� � � ������ � � � ��������� � � ���������� � ����������� ����������� � ����������� � � ����������� � ������� ��������� � ������ � � ������ � � ��� � �� � ���������� � � ��������� � ��� ��� � ���������� � � ��������� � � ������� � � ��������� � ��������� ��������� � ��������� � ��������� |
|---|---|
The accompanying notes are an integral part of these parent company only financial statements.
~12~
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REALTEK SEMICONDUCTOR CORPORATION
NOTES TO THE PARENT COMPANY ONLY FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
1. HISTORY AND ORGANISATION
Realtek Semiconductor Corporation (the “Company”) was incorporated as a company limited by shares on October 21, 1987 and commenced commercial operations in March 1988. The Company was based in Hsinchu Science Park since October 28, 1989. The Company is engaged in the research, development, design, testing, and sales of ICs and application softwares for these products.
- THE DATE OF AUTHORISATION FOR ISSUANCE OF THE PARENT COMPANY ONLY FINANCIAL STATEMENTS AND PROCEDURES FOR AUTHORISATION
These parent company only financial statements were authorised for issuance by the Board of Directors on February 24, 2023.
3. APPLICATION OF NEW STANDARDS, AMENDMENTS AND INTERPRETATIONS
(1) Effect of the adoption of new issuances of or amendments to International Financial Reporting Standards (“IFRSs”) that came into effect as endorsed by the Financial Supervisory Commission (“FSC”)
New standards, interpretations and amendments that came into effect as endorsed by the FSC and became effective from 2022 are as follows:
| became effective from 2022 are as follows: | |
|---|---|
| New Standards,InterpretationsandAmendments | Effective date by International Accounting StandardsBoard |
| Amendments to IFRS 3, ‘Reference to the conceptual framework’ Amendments to IAS 16, ‘Property, plant and equipment:proceeds before intended use’ Amendments to IAS 37, ‘Onerous contracts—cost of fulfilling a contract’ Annual improvements to IFRS Standards 2018–2020 |
January 1, 2022 January 1, 2022 January 1, 2022 January 1, 2022 |
The above standards, interpretations and amendments have no significant impact to the Company’s financial condition and financial performance based on the Company’s assessment.
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(2) Effect of new issuances of or amendments to IFRSs that came into effect as endorsed by the FSC
but not yet adopted by the Company
New standards, interpretations and amendments that came into effect as endorsed by the FSC effective from 2023 are as follows:
| effective from 2023 are as follows: | |
|---|---|
| New Standards,InterpretationsandAmendments | Effective date by International Accounting StandardsBoard |
| Amendments to IAS 1, ‘Disclosure of accounting policies’ Amendments to IAS 8, ‘Definition of accounting estimates’ Amendments to IAS 12, ‘Deferred tax related to assets and liabilities arising from a single transaction’ |
January 1, 2023 January 1, 2023 January 1, 2023 |
The above standards, interpretations and amendments have no significant impact to the Company’s financial condition and financial performance based on the Company’s assessment.
(3) IFRSs issued by IASB but not yet endorsed by the FSC
New standards, interpretations and amendments issued by IASB but not yet included in the IFRSs as endorsed by the FSC are as follows:
| endorsed by the FSC are as follows: | |
|---|---|
| New Standards,InterpretationsandAmendments | Effective date by International Accounting StandardsBoard |
| Amendments to IFRS 10 and IAS 28, ‘Sale or contribution of assets between an investor and its associate or joint venture’ Amendments to IFRS 16, ‘Lease liability in a sale and leaseback’ IFRS 17, ‘Insurance contracts’ Amendments to IFRS 17, 'Insurance contracts' Amendment to IFRS 17, 'Initial application of IFRS 17 and IFRS 9 – comparative information' Amendments to IAS 1, ‘Classification of liabilities as current or non-current’ Amendments to IAS 1, ‘Non-current liabilities with covenants’ |
To be determined by International Accounting Standards Board January 1, 2024 January 1, 2023 January 1, 2023 January 1, 2023 January 1, 2024 January 1, 2024 |
The above standards, interpretations and amendments have no significant impact to the Company’s financial condition and financial performance based on the Company’s assessment.
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies applied in the preparation of these parent company only financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.
(1) Compliance statement
The parent company only financial statements of the Company have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
~14~
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-
(2) Basis of preparation
-
A. Except for the following items, the parent company only financial statements have been prepared under the historical cost convention:
-
(a) Financial assets (including derivative instruments) at fair value through profit or loss.
-
(b) Financial assets at fair value through other comprehensive income.
-
(c) Defined benefit liabilities recognized based on the net amount of pension fund assets less present value of defined benefit obligation.
-
-
B. The preparation of financial statements in conformity with International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the FSC (collectively referred herein as the “IFRSs”) requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the parent company only financial statements are disclosed in Note 5.
-
(3) Foreign currency translation
-
Items included in the financial statements of the Company are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The parent company only financial statements are presented in New Taiwan dollars, which is the Company’s functional currency.
-
A. Foreign currency transactions and balances
-
(a) Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions are recognized in profit or loss in the period in which they arise.
-
(b) Monetary assets and liabilities denominated in foreign currencies at the period end are retranslated at the exchange rates prevailing at the balance sheet date. Exchange differences arising upon re-translation at the balance sheet date are recognized in profit or loss.
-
(c) Non-monetary assets and liabilities denominated in foreign currencies held at fair value through profit or loss are re-translated at the exchange rates prevailing at the balance sheet date; their translation differences are recognized in profit or loss. Non-monetary assets and liabilities denominated in foreign currencies held at fair value through other comprehensive income are re-translated at the exchange rates prevailing at the balance sheet date; their translation differences are recognized in other comprehensive income. However, nonmonetary assets and liabilities denominated in foreign currencies that are not measured at fair value are translated using the historical exchange rates at the dates of the initial transactions.
-
(d) All other foreign exchange gains and losses based on the nature of those transactions are presented in the statement of comprehensive income within ‘other gains and losses’.
-
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-
B. Translation of foreign operations
-
(a) The operating results and financial position of all the Company entities and associates that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
-
i. Assets and liabilities for each balance sheet presented are translated at the closing exchange rate at the date of that balance sheet;
-
ii. Income and expenses for each statement of comprehensive income are translated at average exchange rates of that period; and
-
iii. All resulting exchange differences are recognized in other comprehensive income.
-
-
(b) When the foreign operation partially disposed of or sold is an associate, exchange differences that were recorded in other comprehensive income are proportionately reclassified to profit or loss as part of the gain or loss on sale. In addition, even when the Company retains partial interest in the former foreign associate after losing significant influence over the former foreign associate, such transactions should be accounted for as disposal of all interest in these foreign operations.
-
(c) Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing exchange rates at the balance sheet date.
-
-
(4) Classification of current and non-current items
-
A. Assets that meet one of the following criteria are classified as current assets:
-
(a) Assets arising from operating activities that are expected to be realised, or are intended to be sold or consumed within the normal operating cycle;
-
(b) Assets held mainly for trading purposes;
-
(c) Assets that are expected to be realised within twelve months from the balance sheet date;
-
(d) Cash and cash equivalents, excluding restricted cash and cash equivalents and those that are to be exchanged or used to settle liabilities more than twelve months after the balance sheet date.
-
Otherwise they are classified as non-current assets.
-
-
B. Liabilities that meet one of the following criteria are classified as current liabilities:
-
(a) Liabilities that are expected to be settled within the normal operating cycle;
-
(b) Liabilities held mainly for trading purposes;
-
(c) Liabilities that are to be settled within twelve months from the balance sheet date;
-
(d) Liabilities for which the repayment date cannot be extended unconditionally to more than twelve months after the balance sheet date. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.
-
Otherwise they are classified as non-current liabilities.
- (5) Cash equivalents
Cash equivalents refer to short-term, highly liquid investments that are readily convertible to known
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amounts of cash and which are subject to an insignificant risk of changes in value. Time deposits that meet the definition above and are held for the purpose of meeting short-term cash commitments in operations are classified as cash equivalents.
-
(6) Financial assets at fair value through profit or loss
-
A. Financial assets at fair value through profit or loss are financial assets that are not measured at amortised cost or fair value through other comprehensive income. Financial assets at amortised cost or fair value through other comprehensive income are designated as at fair value through profit or loss at initial recognition when they eliminate or significantly reduce a measurement or recognition inconsistency.
-
B. On a regular way purchase or sale basis, financial assets at fair value through profit or loss are recognized and derecognized using trade date accounting.
-
C. At initial recognition, the Company measures the financial assets at fair value and recognizes the transaction costs in profit or loss. The Company subsequently measures the financial assets at fair value, and recognizes the gain or loss in profit or loss.
-
D. The Company recognizes the dividend income when the right to receive payment is established, future economic benefits associated with the dividend will flow to the Company and the amount of the dividend can be measured reliably.
-
(7) Financial assets at amortised cost
The Company’s time deposits which do not fall under cash equivalents are those with a short maturity period and are measured at initial investment amount as the effect of discounting is immaterial.
-
(8) Accounts receivable
-
A. Accounts receivable entitle the Company a legal right to receive consideration in exchange for transferred goods or rendered services.
-
B. The short-term accounts and notes receivable without bearing interest are subsequently measured at initial invoice amount as the effect of discounting is immaterial.
(9) Impairment of financial assets
For financial assets at amortised cost, at each reporting date, the Company recognizes the impairment provision for 12 months expected credit losses(ECLs) if there has not been a significant increase in credit risk since initial recognition or recognizes the impairment provision for the lifetime ECLs if such credit risk has increased since initial recognition after taking into consideration all reasonable and verifiable information that includes forecasts. On the other hand, for accounts receivable that do not contain a significant financing component, the Company recognizes the impairment provision for lifetime ECLs.
(10) Derecognition of financial assets
The Company derecognizes a financial asset when the contractual rights to receive the cash flows from the financial asset expire.
(11) Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is determined using the
~17~
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weighted-average method. The cost of finished goods and work in progress comprises raw materials, direct labour, other direct costs and related production overheads (allocated based on normal operating capacity). It excludes borrowing costs. The item by item approach is used in applying the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated cost of completion and applicable variable selling expenses.
-
(12) Investments accounted for under equity method / associates
-
A. Subsidiaries are all entities controlled by the Company. The Company controls an entity when the Company is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.
-
B. Unrealised profit (loss) occurred from the transactions between the Company and subsidiaries have been offset. The accounting policies of the subsidiaries have been adjusted where necessary to ensure consistency with the policies adopted by the Company.
-
C. The Company’s share of its subsidiaries’ post-acquisition profits or losses is recognized in profit or loss, and its share of post-acquisition movements in other comprehensive income is recognized in other comprehensive income. When the Company’s share of losses in a subsidiary equals or exceeds its interest in the subsidiary, the Company continues to recognize losses proportionate to its ownership.
-
D. Associates are all entities over which the Company has significant influence but not control. In general, it is presumed that the investor has significant influence, if an investor holds, directly or indirectly 20 percent or more of the voting power of the investee. Investments in associates are accounted for under equity method and are initially recognized at cost.
-
E. The Company’s share of its associates’ post-acquisition profits or losses is recognized in profit or loss, and its share of post-acquisition movements in other comprehensive income is recognized in other comprehensive income. When the Company’s share of losses in an associate equals or exceeds its interest in the associate (including any other unsecured receivables), the Company does not recognize further losses, unless it has incurred statutory/constructive obligations or made payments on behalf of the associate.
-
F. When changes in an associate’s equity do not arise from profit or loss or other comprehensive income of the associate and such changes do not affect the Company’s ownership percentage of the associate, the Company recognizes the Company’s share of change in equity of the associate in ‘capital surplus’ in proportion to its ownership.
-
G. Unrealised gains or losses on transactions between the Company and its associates are eliminated to the extent of the Company’s interest in the associates. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been adjusted where necessary to ensure consistency with the policies adopted by the Company.
-
H. In the case that an associate issues new shares and the Company does not subscribe or acquire
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new shares proportionately, which results in a change in the Company’s ownership percentage of the associate but maintains significant influence on the associate, then ‘capital surplus’ and ‘investments accounted for under equity method’ shall be adjusted for the increase or decrease of its share of equity interest. If the above condition causes a decrease in the Company’s ownership percentage of the associate, in addition to the above adjustment, the amounts previously recognized in other comprehensive income in relation to the associate are reclassified to profit or loss proportionately on the same basis as would be required if the relevant assets or liabilities were disposed of.
-
I. Upon loss of significant influence over an associate, the Company remeasures any investment retained in the former associate at its fair value. Any difference between fair value and carrying amount is recognized in profit or loss.
-
J. When the Company disposes its investment in an associate and loses significant influence over this associate, the amounts previously recognized in other comprehensive income in relation to the associate, are reclassified to profit or loss, on the same basis as would be required if the relevant assets or liabilities were disposed of. If it retains significant influence over this associate, the amounts previously recognized in other comprehensive income in relation to the associate are reclassified to profit or loss proportionately in accordance with the aforementioned approach.
-
K. Pursuant to the Regulations Governing the Preparation of Financial Reports by Securities Issuers, profit (loss) of the current period and other comprehensive income in the parent company only financial statements shall equal to the amount attributable to owners of the parent in the parent company only financial statements. Owners’ equity in the parent company only financial statements shall equal to equity attributable to owners of the parent in the parent company only financial statements.
-
(13) Property, plant and equipment
-
A. Property, plant and equipment are initially recorded at cost. Borrowing costs incurred during the construction period are capitalised.
-
B. Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognized. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred.
-
C. Other property, plant and equipment apply cost model and are depreciated using the straight-line method to allocate their cost over their estimated useful lives. Each part of an item of property, plant and equipment with a cost that is significant in relation to the total cost of the item must be depreciated separately.
-
D. The assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each financial year-end. If expectations for the assets’ residual values and useful lives differ from previous estimates or the patterns of consumption of the assets’ future economic
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benefits embodied in the assets have changed significantly, any change is accounted for as a change in estimate under IAS 8, ‘Accounting Policies, Changes in Accounting Estimates and Errors’, from the date of the change. The estimated useful lives of the fixed assets are as follows: buildings - 10~55 years and other fixed assets - 3~5 years.
-
(14) Leasing arrangements (lessee) � right-of-use assets/lease liabilities
-
A. Leases are recognized as a right-of-use asset and a corresponding lease liability at the date at which the leased asset is available for use by the Company.
-
B. Lease liabilities include the net present value of the remaining lease payments at the commencement date, discounted using the incremental borrowing interest rate. Fixed payments, less any lease incentives receivable.
- The Company subsequently measures the lease liability at amortised cost using the interest method and recognizes interest expense over the lease term. The lease liability is remeasured and the amount of remeasurement is recognized as an adjustment to the right-of-use asset when there are changes in the lease term or lease payments do not arise from contract modifications.
-
C. At the commencement date, the right-of-use asset is stated at cost comprising the following:
-
(a) The amount of the initial measurement of lease liability; and
-
(b) Any lease payments made at or before the commencement date.
-
The right-of-use asset is measured subsequently using the cost model and is depreciated from the commencement date to the earlier of the end of the asset’s useful life or the end of the lease term. When the lease liability is remeasured, the amount of remeasurement is recognized as an adjustment to the right-of-use asset.
-
(15) Intangible assets
-
A. Computer software
Computer software is stated at cost and amortised on a straight-line basis over its estimated useful life of 1 to 5 years.
-
B. Other intangible assets
-
Separately acquired intangible assets with a finite useful life are stated at cost, net of accumulated amortisation and accumulated impairment. Intangible assets acquired in a business combination are recognized at fair value at acquisition date. The amortisation amounts of separately and parent company only acquired intangible assets were amortised on a straight-line basis over their estimated useful lives of 2-5 years.
(16) Impairment of non-financial assets
The Company assesses at each balance sheet date the recoverable amounts of those assets where there is an indication that they are impaired. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell or value in use. When the circumstances or reasons for recognising impairment loss for an asset in prior years no longer exist or diminish, the impairment loss is reversed. The increased carrying amount due to reversal should not be more than
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what the depreciated or amortised historical cost would have been if the impairment had not been recognized.
(17) Borrowings
Borrowings comprise long-term and short-term bank borrowings. Borrowings are recognized initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortized cost; any difference between the proceeds (net of transaction costs) and recognized as interest expense in profit or loss over the period of the borrowings using the effective interest method.
-
(18) Notes and accounts payable
-
A. Accounts payable are liabilities for purchases of raw materials, goods or services and notes payable are those resulting from operating and non-operating activities.
-
B. The short-term notes and accounts payable without bearing interest are subsequently measured at initial invoice amount as the effect of discounting is immaterial.
(19) Derecognition of financial liabilities
A financial liability is derecognized when the obligation under the liability specified in the contract is discharged or cancelled or expires.
(20) Employee benefits
- A. Short-term employee benefits
Short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in respect of service rendered by employees in a period and should be recognized as expense in that period when the employees render service.
-
B. Pension
-
(a) Defined contribution plan
For defined contribution plan, the contributions are recognized as pension expense when they are due on an accrual basis. Prepaid contributions are recognized as an asset to the extent of a cash refund or a reduction in the future payments.
-
(b) Defined benefit plan
-
i. Net obligation under a defined benefit plan is defined as the present value of an amount of pension benefits that employees will receive on retirement for their services with the Company in current period or prior periods. The liability recognized in the balance sheet in respect of defined benefit pension plans is the present value of the defined benefit obligation at the balance sheet date less the fair value of plan assets. The net defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The rate used to discount is determined by using interest rates of highquality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating to the terms of the related pension liability; when there is no deep market in high-quality corporate bonds, the Company uses interest rates of government bonds (at the balance sheet date) instead.
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- ii. Remeasurements arising on defined benefit plan are recognized in other comprehensive income in the period in which they arise and are recorded as retained earnings.
-
C. Employees’ compensation and directors’ remuneration
- Employees’ compensation and directors’ remuneration are recognized as expense and liability, provided that such recognition is required under legal or constructive obligation and those amounts can be reliably estimated. Any difference between the resolved amounts and the subsequently actual distributed amounts is accounted for as changes in estimates. If employee compensation is distributed by shares, the Company calculates the number of shares based on the closing price at the previous day of the Board meeting resolution.
-
(21) Income tax
-
A. The tax expense for the period comprises current and deferred tax. Tax is recognized in profit or loss, except to the extent that it relates to items recognized in other comprehensive income or items recognized directly in equity, in which cases the tax is recognized in other comprehensive income or equity.
-
B. The current income tax expense is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Company operates and generates taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in accordance with applicable tax regulations. It establishes provisions where appropriate based on the amounts expected to be paid to the tax authorities. An additional tax is levied on the unappropriated retained earnings and is recorded as income tax expense in the year the stockholders resolve to retain the earnings.
-
C. Deferred tax is recognized, using the balance sheet liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the parent company only balance sheet. However, the deferred tax is not accounted for if it arises from initial recognition of goodwill or of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit nor loss. Deferred tax is provided on temporary differences arising on investments in subsidiaries and associates, except where the timing of the reversal of the temporary difference is controlled by the Company and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.
-
D. Deferred tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. At each balance sheet date, unrecognized and recognized deferred tax assets are reassessed.
-
E. A deferred tax asset shall be recognized for the carryforward of unused tax credits resulting from research and development expenditures to the extent that it is possible that future taxable profit will be available against which the unused tax credits can be utilised.
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(22) Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax, from the proceeds.
(23) Dividends
Cash dividends are recorded as liabilities in the Company’s financial statements in the period in which they are resolved by the Board of Directors. Stock dividends are recorded as stock dividends to be distributed in the Company’s financial statements in the period in which they are resolved by the Company’s shareholders and are reclassified to ordinary shares on the effective date of new shares issuance.
(24) Revenue recognition
-
A. Sales of goods
-
(a) The Company manufactures and sells various integrated circuit related products. Sales are recognized when control of the products has transferred, being when the products are delivered to the customers, and there is no unfulfilled obligation that could affect the customer’s acceptance of the products. Delivery occurs when the products have been shipped to the specific location, the risks of obsolescence and loss have been transferred to the customer, and either the customer has accepted the products in accordance with the sales contract, or the Company has objective evidence that all criteria for acceptance have been satisfied.
-
(b) Revenue from these sales is recognized based on the price specified in the contract. A refund liability is recognized for expected sales discounts and allowances payable to customers in relation to sales made until the end of the reporting period. As the time interval between the transfer of committed goods or service and the payment of customer does not exceed one year, the Company does not adjust the transaction price to reflect the time value of money.
-
(c) A receivable is recognized when the goods are delivered as this is the point in time that the consideration is unconditional because only the passage of time is required before the payment is due.
-
B. Services revenue
Revenue from design, royalty and technical services is recognized after completing the services in which the services are rendered.
(25) Government grants
Government grants are recognised at their fair value only when there is reasonable assurance that the Company will comply with any conditions attached to the grants and the grants will be received. Government grants are recognised in profit or loss on a systematic basis over the periods in which the Company recognises expenses for the related costs for which the grants are intended to compensate.
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5. CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND KEY SOURCES OF ASSUMPTION UNCERTAINTY
The preparation of these parent company only financial statements requires management to make critical judgements in applying the Company’s accounting policies and make critical assumptions and estimates concerning future events. Assumptions and estimates may differ from the actual results and are continually evaluated and adjusted based on historical experience and other factors. Such assumptions and estimates have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year; and the related information is addressed below:
(1) Critical judgements in applying the Company’s accounting policies
None.
(2) Critical accounting estimates and assumptions
- Evaluation of inventories
As inventories are stated at the lower of cost and net realisable value, the Company must determine the net realisable value of inventories on balance sheet date using judgements and estimates. Due to the rapid technology innovation, the Company evaluates the amounts of normal inventory consumption, obsolete inventories or inventories without market selling value on balance sheet date, and writes down the cost of inventories to the net realisable value. Such an evaluation of inventories is principally based on the demand for the products within the specified period in the future. Therefore, there might be material changes to the evaluation.
As at December 31, 2022, the carrying amount of inventories was $12,024,974.
6. DETAILS OF SIGNIFICANT ACCOUNTS
(1) Cash and cash equivalents
| TAILS OF SIGNIFICANT ACCOUNTS Cash and cash equivalents |
||
|---|---|---|
| Cash on hand and revolving funds Checking accounts and demand deposits |
December31,2022 577 $ 2,538,235 2,538,812 $ |
December31,2021 |
| 706 $ 2,873,629 |
||
| 2,874,335 $ |
The Company transacts with a variety of financial institutions all with high credit quality to disperse credit risk, so it expects that the probability of counterparty default is remote.
(2) Accounts receivable
| Accounts receivable | ||
|---|---|---|
| Accounts receivable Accounts receivable – related parties Less: Allowance for bad debts ( |
December31,2022 5,418,624 $ 1,107,285 65,295) ( 6,460,614 $ |
December31,2021 |
| 7,989,004 $ 1,828,032 98,710) |
||
| 9,718,326 $ |
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A. The aging analysis of accounts receivable is as follows:
| Not past due Up to 30 days 31 to 90 days Over 90 days |
6,481,979 $ 43,893 - 37 6,525,909 $ December31,2022 |
December31,2021 |
|---|---|---|
| 9,733,237 $ 81,271 2,067 461 |
||
| 9,817,036 $ |
The above aging analysis is based on past due date.
-
B. As at December 31, 2022 and 2021, accounts receivable arose from contracts with customers. As at January 1, 2021, the balance of receivables from contracts with customers amounted to $9,493,340.
-
C. The Company has no accounts receivable pledged to others.
-
D. Information relating to credit risk of accounts receivable is provided in Note 12(2).
(3) Inventories
| Inventories | |||
|---|---|---|---|
| Raw materials Work in process Finished goods Total Raw materials Work in process Finished goods Total |
December31,2022 | ||
| Cost 3,586,261 $ 4,477,022 6,181,572 14,244,855 $ |
Allowance for obsolescence and marketvalue decline 730,842) ($ 696,981) ( 792,058) ( 2,219,881) ($ December31,2021 |
Bookvalue | |
| 2,855,419 $ 3,780,041 5,389,514 |
|||
| 12,024,974 $ |
|||
| Cost 3,254,646 $ 3,475,396 5,853,480 12,583,522 $ |
Bookvalue | ||
| 3,050,650 $ 3,237,223 5,513,022 |
|||
| 11,800,895 $ |
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Operating costs incurred on inventories for the years ended December 31, 2022 and 2021 were as follows:
| Operating costs incurred on inventories for the years ended December 31, 2022 and 2021 were as follows: |
Operating costs incurred on inventories for the years ended December 31, 2022 and 2021 were as follows: |
Operating costs incurred on inventories for the years ended December 31, 2022 and 2021 were as follows: |
|
|---|---|---|---|
| (4) | Investments accounted for under equity method 2022 2021 Cost of inventories sold and others 34,051,261 $ 35,229,040 $ Loss on decline in (gain on reversal of) market value, obsolete and slow-moving inventory 1,437,254 233,181) ( Loss on scrap inventory 213,203 374,036 35,701,718 $ 35,369,895 $ Years endedDecember31, December 31,2022 December 31,2021 Subsidiaries: Leading Enterprises Limited - $ 13,271,128 $ Amber Universal Inc. 3,735,840 3,495,793 Realtek Singapore Private Limited 47,105,531 18,474,782 Realtek Investment Singapore Private Limited 6,925,958 6,138,099 Talent Eagle Enterprise Inc. - 2,190,704 Bluocean Inc. - 3,281,950 Realsun Investments Co., Ltd. 691,262 880,497 Hung-wei Venture Capital Co., Ltd. 422,217 758,769 Realking Investments Co., Ltd. 259,432 285,893 Realsun Technology Corporatioin 5,030 5,074 Bobitag Inc. 19,436 19,347 AICONNX Technology Corporation 5,269) ( 19,980 Associates: Estinet Technologies Incorporation 2,276 5,081 59,161,713 $ 48,827,097 $ |
||
| 13,271,128 $ 3,495,793 18,474,782 6,138,099 2,190,704 3,281,950 880,497 758,769 285,893 5,074 19,347 19,980 5,081 |
|||
| 48,827,097 $ |
-
A. Details of the Company’s subsidiaries are provided in Note 4(3) of the Company’s 2022 consolidated financial statements.
-
B. The gain on investments accounted for under equity method amounted to $15,206,534 and $13,564,251 for the years ended December 31, 2022 and 2021, respectively.
-
C. AICONNX Technology Corporation was incorporated on December 20, 2021. The Company’s investment in the investee amounted to $20,000.
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(5) Property, plant and equipment
| At January 1, 2022 Cost Accumulated depreciation and impairment 2022 At January 1 Additions Disposals Reclassifications Depreciation At December 31 At December 31, 2022 Cost Accumulated depreciation and impairment At January 1, 2021 Cost Accumulated depreciation and impairment 2021 At January 1 Additions Reclassifications Depreciation At December 31 At December 31, 2021 Cost Accumulated depreciation and impairment |
Land 489,370 $ - 489,370 $ 489,370 $ - - - - 489,370 $ 489,370 $ - 489,370 $ Land 387,280 $ - 387,280 $ 387,280 $ - 102,090 - 489,370 $ 489,370 $ - 489,370 $ |
Buildings 2,815,676 $ 1,133,175) ( ( 1,682,501 $ 1,682,501 $ - - - 79,926) ( ( 1,602,575 $ 2,375,329 $ 772,754) ( ( 1,602,575 $ Buildings 2,758,801 $ 1,050,324) ( 1,708,477 $ 1,708,477 $ 14,108 42,767 82,851) ( 1,682,501 $ 2,815,676 $ 1,133,175) ( 1,682,501 $ |
Machinery Testequipment Office equipment Others Total 4,145,587 $ 3,476,211 $ 434,352 $ 2,403,370 $ 13,764,566 $ 3,516,970) 2,294,535) ( 210,265) ( 718,143) ( 7,873,088) ( 628,617 $ 1,181,676 $ 224,087 $ 1,685,227 $ 5,891,478 $ 628,617 $ 1,181,676 $ 224,087 $ 1,685,227 $ 5,891,478 $ 121,371 683,932 39,965 1,334,467 2,179,735 - 3,062) ( - - 3,062) ( 172,492 2,891 - 175,577) ( 194) ( 167,225) 511,688) ( 54,970) ( 120,979) ( 934,788) ( 755,255 $ 1,353,749 $ 209,082 $ 2,723,138 $ 7,133,169 $ 1,268,586 $ 2,922,654 $ 381,989 $ 3,010,717 $ 10,448,645 $ 513,331) 1,568,905) ( 172,907) ( 287,579) ( 3,315,476) ( 755,255 $ 1,353,749 $ 209,082 $ 2,723,138 $ 7,133,169 $ Machinery Test equipment Office equipment Others Total 3,800,466 $ 2,904,416 $ 278,569 $ 1,034,223 $ 11,163,755 $ 3,401,211) ( 1,889,965) ( 167,599) ( 627,652) ( 7,136,751) ( 399,255 $ 1,014,451 $ 110,970 $ 406,571 $ 4,027,004 $ 399,255 $ 1,014,451 $ 110,970 $ 406,571 $ 4,027,004 $ 353,207 612,924 155,783 1,514,004 2,650,026 - - - 144,857) ( - 123,845) ( 445,699) ( 42,666) ( 90,491) ( 785,552) ( 628,617 $ 1,181,676 $ 224,087 $ 1,685,227 $ 5,891,478 $ 4,145,587 $ 3,476,211 $ 434,352 $ 2,403,370 $ 13,764,566 $ 3,516,970) ( 2,294,535) ( 210,265) ( 718,143) ( 7,873,088) ( 628,617 $ 1,181,676 $ 224,087 $ 1,685,227 $ 5,891,478 $ |
|---|---|---|---|
A. There was no capitalization of borrowing costs attributable to the property, plant and equipment.
B. The Company has no property, plant and equipment pledged to others.
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� (6) Leasing arrangements lessee
-
A. The Company leases various assets including land, buildings and transportation equipment. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose covenants, but leased assets may not be used as security for borrowing purposes.
-
B. The carrying amount of right-of-use assets and the depreciation charge are as follows:
| Land Buildings Transportation equipment Land Buildings Transportation equipment |
Carrying | amount |
|---|---|---|
| December31,2022 December31,2021 1,328,950 $ 1,350,829 $ 2,590 4,944 149 1,943 1,331,689 $ 1,357,716 $ Depreciation |
December31,2021 | |
| 1,350,829 $ 4,944 1,943 |
||
| 1,357,716 $ |
||
| Years endedDecember31, | ||
| 2022 33,148 $ 6,967 1,794 41,909 $ |
2021 | |
| 26,910 $ 19,572 1,644 |
||
| 48,126 $ |
-
C. For the years ended December 31, 2022 and 2021, the additions to right-of-use assets were $15,882 and $23,235, respectively.
-
D. The information on profit and loss accounts relating to lease contracts is as follows:
| Items affecting profit or loss Interest expense on lease liabilities |
Years endedDecember31, | Years endedDecember31, |
|---|---|---|
| 2022 19,203 $ |
2021 | |
| 18,924 $ |
- E. For the years ended December 31, 2022 and 2021, the Company’s total cash outflow for leases were $47,345 and $54,217, respectively.
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(7) Intangible assets
| At January 1, 2022 Cost Accumulated amortisation and impairment 2022 At January 1 Additions Amortisation At December 31 At December 31, 2022 Cost Accumulated amortisation and impairment At January 1, 2021 Cost Accumulated amortisation and impairment 2021 At January 1 Additions Amortisation At December 31 At December 31, 2021 Cost Accumulated amortisation and impairment |
Computer software 5,611,613 $ 4,721,984) ( 889,629 $ 889,629 $ 1,453,003 957,019) ( 1,385,613 $ 7,064,615 $ 5,679,001) ( 1,385,614 $ Computer software 5,071,405 $ 3,975,903) ( 1,095,502 $ 1,095,502 $ 540,208 746,081) ( 889,629 $ 5,611,613 $ 4,721,984) ( 889,629 $ |
Intellectualproperty 5,614,097 $ 4,375,313) ( 1,238,784 $ 1,238,784 $ 308,553 632,973) ( 914,364 $ 5,922,651 $ 5,008,287) ( 914,364 $ Intellectualproperty 4,707,768 $ 3,848,863) ( 858,905 $ 858,905 $ 906,329 526,450) ( 1,238,784 $ 5,614,097 $ 4,375,313) ( 1,238,784 $ |
Others 15,398 $ - 15,398 $ 15,398 $ 38,241 - 53,639 $ 53,638 $ - 53,638 $ Others 1,222 $ - ( 1,222 $ 1,222 $ 14,176 - ( 15,398 $ 15,398 $ - ( 15,398 $ |
Total 11,241,108 $ 9,097,297) ( 2,143,811 $ 2,143,811 $ 1,799,797 1,589,992) ( 2,353,616 $ 13,040,904 $ 10,687,288) ( 2,353,616 $ Total 9,780,395 $ 7,824,766) 1,955,629 $ 1,955,629 $ 1,460,713 1,272,531) 2,143,811 $ 11,241,108 $ 9,097,297) 2,143,811 $ |
|---|---|---|---|---|
Details of amortisation on intangible assets are as follows:
| Operating costs Operating expenses |
Years endedDecember31, | Years endedDecember31, |
|---|---|---|
| 2022 2,615 $ 1,587,377 1,589,992 $ |
2021 | |
| 1,374 $ 1,271,157 |
||
| 1,272,531 $ |
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(8) Short-term borrowings
| Short-term borrowings | |||
|---|---|---|---|
| Type ofborrowings Bank borrowings Unsecured borrowings Type ofborrowings Bank borrowings Unsecured borrowings |
December31,2022 13,737,994 $ December31,2021 13,342,100 $ |
Interest raterange 1.18%~2.3% Interest raterange 0.42%~0.57% |
Collateral |
| None Collateral |
|||
| None |
The interest expense of long-term and short-term borrowing recognized in profit or loss amounted to $182,251 and $75,951 for the years ended December 31, 2022 and 2021, respectively.
(9) Other payables
| Other payables | ||
|---|---|---|
| Accrued salaries and bonus Payable for employees’compensation Other accrued expenses Payables on equipment Payables on software and intellectual property Others |
December31,2022 10,097,356 $ 12,001,135 2,075,424 114,514 1,292,307 23,330 25,604,066 $ |
December31,2021 |
| 8,499,995 $ 11,117,373 1,373,848 283,796 1,445,930 184,695 |
||
| 22,905,637 $ |
- (10) Long term borrowings
| Long-term borrowings | ||
|---|---|---|
| Type ofborrowings Loan for Accelerated Investment by Domestic Corporations (Note) Type ofborrowings Loan for Accelerated Investment by Domestic Corporations (Note) |
Borrowing period | Repayment term Interest raterange Collateral December31,2022 Repayable in instalment over the agreed period 0.925%������% None 1,713,316 $ Repayment term Interest raterange Collateral December31,2021 Repayable in instalment over the agreed period 0.30% None 1,002,799 $ |
| 2021/11/8~ 2027/12/15 Borrowing period |
||
| 2021/11/8~ 2026/12/15 |
Note � The Ministry of Economic Affairs implemented the “Action Plan for Accelerated Investment by Domestic Corporations” on July 1, 2019. An entity can apply for a subsidised loan for an eligible investment project from financial institutions at a preferential interest rate. The Company is qualified for the loan as approved by the Ministry of Economic Affairs and entered into a loan contract with a financial institution with a credit period of 5 years. The loan is used for construction of plant and related facilities.
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(11) Pension
-
A. (a) The Company has a defined benefit pension plan in accordance with the Labor Standards Law, covering all regular employees’ service years prior to the enforcement of the Labor Pension Act on July 1, 2005 and service years thereafter of employees who chose to continue to be subject to the pension mechanism under the Law. Under the defined benefit pension plan, two units are accrued for each year of service for the first 15 years and one unit for each additional year thereafter, subject to a maximum of 45 units. Pension benefits are based on the number of units accrued and the average monthly salaries and wages of the last 6 months prior to retirement. The Company contributes monthly an amount equal to 2% of the employees’ monthly salaries and wages to the retirement fund deposited with Bank of Taiwan, the trustee, under the name of the independent retirement fund committee. Also, the Company would assess the balance in the aforementioned labor pension reserve account by December 31, every year. If the account balance is insufficient to pay the pension calculated by the aforementioned method to the employees expected to qualify for retirement in the following year, the Company will make contributions for the deficit by next March.
-
(b) The amounts recognized in the balance sheet are determined as follows:
| December | 31,2022 | December | 31,2021 | |
|---|---|---|---|---|
| Present value of defined benefit obligations | ($ | 624,489) |
($ | 628,846) |
| Fair value of plan assets | 533,997 | 534,371 | ||
| Net liability in the balance sheet | ($ | 90,492) | ($ | 94,475) |
- (c) Movement in net defined benefit liabilities are as follows:
2022
| 2022 | ||||
|---|---|---|---|---|
| At January 1 Current service cost Interest (expense) income Remeasurements: Return on plan assets (excluding amounts included in interest income or expense) Change in financial assumptions Experience adjustments Pension fund contribution Paid pension At December 31 |
Present value of defined benefit obligations |
Fair value of plan assets |
Net defined benefit liability |
|
| 628,846) ($ 1,136) ( 4,641) ( 634,623) ( - 38,312 36,894) ( 1,418 - 8,716 624,489) ($ |
534,371 $ - 3,760 538,131 1,418) ( - - 1,418) ( 6,000 8,716) ( 533,997 $ |
94,475) ($ 1,136) ( 881) ( 96,492) ( 1,418) ( 38,312 36,894) ( - 6,000 - 90,492) ($ |
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| At January 1 Current service cost Interest (expense) income Remeasurements: Return on plan assets (excluding amounts included in interest income or expense) Change in demographic assumptions Change in financial assumptions Experience adjustments Pension fund contribution Paid pension At December 31 |
2021 | |||
|---|---|---|---|---|
| Present value of defined benefit obligations |
Fair value of plan assets |
Net defined benefit liability |
||
| 600,923) ($ 1,079) ( 2,056) ( 604,058) ( - 34,449) ( 29,040 30,534) ( 35,943) ( - 11,155 628,846) ($ |
501,842 $ - 1,741 503,583 35,943 - - - 35,943 6,000 11,155) ( 534,371 $ |
99,081) ($ 1,079) ( 315) ( 100,475) ( 35,943 34,449) ( 29,040 30,534) ( - 6,000 - 94,475) ($ |
(d) The Bank of Taiwan was commissioned to manage the Fund of the Company’s defined benefit pension plan in accordance with the Fund’s annual investment and utilisation plan and the “Regulations for Revenues, Expenditures, Safeguard and Utilisation of the Labor Retirement Fund” (Article 6: The scope of utilisation for the Fund includes deposit in domestic or foreign financial institutions, investment in domestic or foreign listed, over-the-counter, or private placement equity securities, investment in domestic or foreign real estate securitization products, etc.). With regard to the utilisation of the Fund, its minimum earnings in the annual distributions on the final financial statements shall be no less than the earnings attainable from the amounts accrued from two-year time deposits with the interest rates offered by local banks.
- (e) The principal actuarial assumptions used were as follows:
| Discount rate Future salary increases |
Years endedDecember31, | Years endedDecember31, |
|---|---|---|
| 2022 1.40% 4.75% |
2021 | |
| 0.75% | ||
| 4.75% |
Future mortality rate was estimated based on the 6th Taiwan Standard Ordinary Experience Mortality Table for the years ended December 31, 2022 and 2021.
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Because the main actuarial assumption changed, the present value of defined benefit obligation is affected. The analysis was as follows:
| December 31, 2022 Effect on present value of defined benefit obligation December 31, 2021 Effect on present value of defined benefit obligation |
Increase by Decrease by 0.25% 0.25% 14,986 $ 15,511) ($ ( 16,290 $ 16,894) ($ ( Discount rate |
Future salaryincreases | Future salaryincreases |
|---|---|---|---|
| Increase by 0.25% 14,986 $ ( 16,290 $ ( |
Increase by 0.25% 14,672) $ 15,888) $ |
Decrease by 0.25% |
|
| 14,260 $ |
|||
| 15,415 $ |
The sensitivity analysis above is based on one assumption which changed while the other conditions remain unchanged. In practice, more than one assumption may change all at once. The method of analysing sensitivity and the method of calculating net pension liability in the balance sheet are the same.
-
(f) Expected contributions to the defined benefit pension plans of the Company for the year ending December 31, 2023 amount to $6,000.
-
(g) As at December 31, 2022, the weighted average duration of the retirement plan is 11 years. The analysis of timing of the future pension payment was as follows:
| Within 1 year 2~5 years 5~10 years |
340,419 $ 147,204 162,984 |
|---|---|
| 650,607 $ |
-
B. (a) Effective July 1, 2005, the Company has established a defined contribution pension plan (the “New Plan”) under the Labor Pension Act (the “Act”), covering all regular employees with R.O.C. nationality. Under the New Plan, the Company contributes monthly an amount based on 6% of the employees’ monthly salaries and wages to the employees’ individual pension accounts at the Bureau of Labor Insurance. The benefits accrued are paid monthly or in lump sum upon termination of employment.
- (b) The pension costs under the defined contribution pension plans of the Company for the years ended December 31, 2022 and 2021 were $349,206 and $307,768, respectively.
-
(12) Share capital
-
A. As at December 31, 2022, the Company’s authorised capital was $8,900,000, consisting of 890 million shares of ordinary stock (including 80 million shares reserved for employee stock options), and the paid-in capital was $5,128,636 with a par value of $10 (in dollars) per share. All proceeds from shares issued have been collected.
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Movements in the number (thousands of shares) of the Company's common shares outstanding are as follows:
| At January 1 Employees' compensation transferred to common stock At December 31 |
2022 510,684 2,179 512,863 |
2021 |
|---|---|---|
| 510,684 - |
||
| 510,684 |
-
B. On March 18, 2022, the Company’s Board of Directors resolved to distribute employees’ compensation in the form of stocks amounting to $991,338. The Company issued 2,179 thousand shares based on the closing price of the Company’s share at the previous day of the Board meeting resolution at 455 NT dollar, which was approved by the competent authority, and the record date of issuance of new shares was March 30, 2022. The registration for the distribution of employees’ compensation was completed on April 13, 2022.
-
C. On January 24, 2002, the Company increased its new common stock and sold its old common stock by issuing 13,924 thousand units of GDRs for cash. Each GDR unit represents 4 common stocks, so the total common stocks issued were 55,694 thousand shares. The Company’s GDRs are traded in Luxembourg stock exchange. As at December 31, 2022, the outstanding GDRs were 311 thousand units, or 1,244 thousand shares of common stock, representing 0.24% of the Company’s total common stocks.
-
(13) Capital surplus
-
Pursuant to the R.O.C. Company Act, capital surplus arising from paid-in capital in excess of par value on issuance of common stocks and donations can be used to cover accumulated deficit or to issue new stocks or cash to shareholders in proportion to their share ownership, provided that the Company has no accumulated deficit. Further, the R.O.C. Securities and Exchange Act requires that the amount of capital surplus to be capitalised mentioned above should not exceed 10% of the paid-in capital each year. Capital surplus should not be used to cover accumulated deficit unless the legal reserve is insufficient.
| deficit unless the legal reserve is insufficient. | ufficient. | ||
|---|---|---|---|
| Share premium At January 1 1,039,006 $ Employees’compensation transferred to common stock 969,551 Cash from capital surplus 1,025,727) ( Cash dividends returned - At December 31 982,830 $ |
2022 | ||
| Change in equity of associates accounted for under equitymethod 61,261 $ - - - 61,261 $ |
|||
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2021
Change in equity of
associates accounted
for under
| for under | |||
|---|---|---|---|
| Share premium At January 1 2,060,376 $ Change in equity of associates accounted for under equity method - Cash from capital surplus 1,021,370) ( Cash dividends returned - At December 31 1,039,006 $ |
equitymethod 61,035 $ 226 - - 61,261 $ |
Others Total 597 $ 2,122,008 $ - 226 - 1,021,370) ( 215 215 812 $ 1,101,079 $ |
|
(14) Retained earnings
A. Under the Company’s Articles of Incorporation, the current year’s earnings, if any, shall first be used to pay all taxes and offset prior years’ operating losses and then 10% of the remaining amount shall be set aside as legal reserve, if legal reserve has accumulated to an amount equal to the paid-in capital, then legal reserve is not required to be set aside any more. After that, special reserve shall be set aside or reversed in accordance with the related laws or the regulations made by the Competent Authority. The remainder, if any, along with prior year’s accumulated undistributed earnings shall be proposed by the Board of Directors. However, the appropriation of earnings shall be resolved by the shareholders if earnings are distributed by issuing new shares, or the appropriation of earnings shall be resolved by the Board of Directors, if earnings are distributed in the form of cash. The Company should consider factors affecting finance, business and operations to appropriate distributable earnings for the period, and appropriate all or partial reserve in accordance with regulations of the Competent Authority. Cash dividends distributed are at least 50% of the addition of distributable earnings for the current year.
The Company’s dividend policy takes into consideration the Company’s future expansion plans and future cash flows. In accordance with the Company’s dividend policy, cash dividends shall account for at least 10% of the total dividends distributed.
In accordance with Company Act Article 240, Item 5 and Article 241, Item 2, the resolution, for all or partial of distributable dividends, legal reserve and capital surplus are distributed in the form of cash, will be adopted by a majority vote at a meeting of the Board of Directors attended by at least two-thirds of the total number of directors, and will be reported to the shareholders.
B. Except for covering accumulated deficit or issuing new stocks or cash to shareholders in proportion to their share ownership, the legal reserve shall not be used for any other purpose. The use of legal reserve for the issuance of stocks or cash to shareholders in proportion to their share ownership is permitted, provided that the distribution of the reserve is limited to the portion in excess of 25% of the Company’s paid-in capital.
~35~
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-
C. In accordance with the regulations, the Company shall set aside special reserve from the debit balance on other equity items at the balance sheet date before distributing earnings. When debit balance on other equity items is reversed subsequently, the reversed amount could be included in the distributable earnings.
-
D. The appropriations of 2021 and 2020 earnings had been resolved at the shareholders � meeting on June 8, 2022 and August 9, 2021, respectively. Details are summarised below:
| Legal reserve Special reserve Cash dividends |
Dividends per Amount share (indollars) 1,685,276 $ - $ 220,040 - 12,821,591 25.00 14,726,907 $ 25.00 $ 2021 |
2020 | 2020 |
|---|---|---|---|
| Amount 1,685,276 $ 220,040 12,821,591 14,726,907 $ |
Amount - $ 1,339,013 6,128,219 7,467,232 $ |
Dividends per share (indollars) |
|
| - $ - 12.00 |
|||
| 12.00 $ |
-
E. On April 22, 2022, the Board of Directors of the Company proposed to distribute cash dividends from capital surplus to shareholders in the amount of $1,025,727 (2 NT dollars per share).
-
F. On April 23, 2021, the Board of Directors of the Company proposed to distribute cash dividends from capital surplus to shareholders in the amount of $1,021,370 (2 NT dollars per share).
(15) Other equity items
| share). Other equity items |
|||
|---|---|---|---|
| At January 1 Revaluation: –the Company –Subsidiary and associates Currency translation differences: –Subsidiary and associates At December 31 |
2022 | ||
| Unrealised gains(losses) on valuation |
|||
| 2,380,781 $ 26,419 1,015,383) ( - 1,391,817 $ |
~36~
-239-
| At January 1 Revaluation: –Subsidiary and associates Currency translation differences: –Subsidiary and associates At December 31 |
2021 | |||
|---|---|---|---|---|
| Unrealised gains onvaluation |
Currency translationdifference Total 2,940,958) ($ 1,556,049) ($ - 995,872 1,215,913) ( 1,215,913) ( 4,156,871) ($ 1,776,090) ($ |
Total | ||
| 1,384,909 $ 995,872 - 2,380,781 $ |
(16) Operating revenue
| Operating revenue | ||
|---|---|---|
| Revenue from contracts with customers | Years endedDecember31, | |
| 2022 67,491,952 $ |
2021 | |
| 68,352,652 $ |
A. Disaggregation of revenue from contracts with customers
The Company derives revenue from the transfer of goods and services at a point in time in the following major product lines:
Integrated
| following major product lines: | Integrated | |||
|---|---|---|---|---|
| YearendedDecember31,2022 | circuitproducts 67,267,956 $ 67,267,956 $ Integrated circuitproducts 68,225,415 $ 68,225,415 $ |
Others 223,996 $ 223,996 $ Others 127,237 $ 127,237 $ |
Total | |
| Revenue from external customer contracts Timing of revenue recognition At a point in time YearendedDecember31,2021 |
67,491,952 $ |
|||
| 67,491,952 $ |
||||
| Total | ||||
| Revenue from external customer contracts Timing of revenue recognition At a point in time |
68,352,652 $ |
|||
| 68,352,652 $ |
B. Contract liabilities
The Company has recognized the following revenue-related contract liabilities:
| Contract liabilities – advance sales receipts |
December31,2022 52,282 $ |
December31,2021 84,259 $ |
January1,2021 163,080 $ |
|---|---|---|---|
Revenue recognized that was included in the contract liability balance at the beginning of the period:
| period: | ||
|---|---|---|
| Contract liabilities – advance sales receipts | Years endedDecember31, | |
| 2022 67,789 $ |
2021 | |
| 130,391 $ |
~37~
-240-
C. Refund liabilities (shown in other current liabilities)
The Company estimates the discounts based on accumulated experience. The estimation is subject to an assessment at each reporting date.
Refund liabilities – current
December 31, 2022 December 31, 2021 $ 5,701,692 $ 5,044,386
(17) Interest income
Interest income from bank deposits Other interest income
| Years endedDecember31, | Years endedDecember31, |
|---|---|
| 2022 64,434 $ 162,768 227,202 $ |
2021 |
| 4,621 $ 23,182 |
|
| 27,803 $ |
(18) Other income
| Other income |
227,202 $ 27,803 $ |
227,202 $ 27,803 $ |
|---|---|---|
| Rent income Dividend income Grant income Other income |
Years endedDecember31, | |
| 2022 4,176 $ 1,278 97,243 124,492 227,189 $ |
2021 | |
| 4,226 $ 1,434 53,621 7,262 |
||
| 66,543 $ |
(19) Other gains and losses
| Other gains and losses | ||||||
|---|---|---|---|---|---|---|
| Years ended | December31, | |||||
| 2022 | 2021 | |||||
| Gains on disposal of property, plant and equipment | $ | 1,002 |
$ | 200 |
||
| Losses on disposal of investments | - | ( | 145) |
|||
| Net currency exchange gains (losses) | 281,355 | ( | 76,404) |
|||
| (Losses) gains on financial assets | ||||||
| at fair value through profit or loss | ( | 71,596) |
47,244 | |||
| Other losses | ( | 7,688) |
( | 176,833) |
||
| Gains arising from lease modifications | 24 | 236 | ||||
| $ | 203,097 | ($ | 205,702) |
~38~
-241-
(20) Finance costs
| Finance costs | ||
|---|---|---|
| Expenses by nature Employee benefit expenses Interest expense Bank borrowings Lease liabilities Employee benefit expenses Depreciation Amortisation Wages and salaries Labor and health insurance fees Pension costs Other personnel expenses |
Years endedDecember31, | |
| 2022 2021 182,251 $ 75,951 $ 19,203 18,924 201,454 $ 94,875 $ Years endedDecember31, |
2021 | |
| 75,951 $ 18,924 |
||
| 94,875 $ |
||
| 2022 2021 23,814,213 $ 23,378,582 $ 976,697 833,678 1,589,992 1,272,531 Years endedDecember31, |
2021 | |
| 2022 22,400,629 $ 774,930 351,223 287,431 23,814,213 $ |
2021 | |
| 22,176,909 $ 627,431 309,162 265,080 |
||
| 23,378,582 $ |
(21) Expenses by nature
(22) Employee benefit expenses
-
A. In accordance with the Company’s Articles of Incorporation, the Company shall appropriate no higher than 3% for directors’ remuneration and no less than 1% for employees’ compensation, if the Company generates profit. If the Company has accumulated deficit, earnings should be reserved to cover losses before the appropriation of directors’ remuneration and employees’ compensation.
-
Aforementioned employees’ compensation could be distributed by cash or stocks. Specifics of the compensation are to be determined by a majority vote at a meeting of the Board of Directors attended by at least two-thirds of the number of directors. The resolution should be reported to the shareholders during the shareholders’ meeting.
-
B. For the years ended December 31, 2022 and 2021, employees’ compensation were accrued at $4,765,898 and $4,956,694, respectively; directors’ remuneration were accrued at $120,000 and $130,000, respectively. The amounts were estimated as operating cost or operating expense in accordance with the Company’s Articles of Incorparation.
-
On March 18, 2022, the employees’ compensation of $4,956,694 and directors’ remuneration of $130,000 for 2021 resolved at the meeting of the Board of Directors agreed with those amounts recognized in the 2021 financial statements.
~39~
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Information about employees’ compensation and directors’ remuneration of the Company as resolved by the Board of Directors will be posted in the “Market Observation Post System” at the website of the Taiwan Stock Exchange.
(23) Income tax
A. Income tax expense
| ome tax Income tax expense |
|
|---|---|
| Current income tax: Current income tax on profits for the year Tax on undistributed earnings Prior year income tax overestimation ( Total current income tax Deferred income tax: Origination and reversal of temporary differences ( Income tax expense |
2022 2021 929,588 $ 917,484 $ 106,293 64,850 355,446) 276,529) ( 680,435 705,805 2,435) 805) ( 678,000 $ 705,000 $ Years endedDecember31, |
| 2022 929,588 $ 106,293 355,446) ( 680,435 2,435) ( 678,000 $ |
B. Reconciliation between income tax expense and accounting profit
| Years ended | December31, | December31, | |||
|---|---|---|---|---|---|
| 2022 | 2021 | ||||
| Income tax calculated based on income before | |||||
| tax | $ | 3,376,410 |
$ | 3,511,552 |
|
| Expenses disallowed by tax regulation and | |||||
| effects from tax-exempt income | ( | 2,449,257) |
( | 2,594,873) |
|
| Prior year income tax overestimation | ( | 355,446) |
( | 276,529) |
|
| Tax on undistributed earnings | 106,293 | 64,850 | |||
| Income tax expense | $ | 678,000 | $ | 705,000 |
~40~
-243-
- C. Amounts of deferred income tax assets or liabilities as a result of temporary differences are as follows:
| follows: | ||||
|---|---|---|---|---|
| Deferred income tax assets: -Temporary differences: Unrealised loss on market price decline and obsolete and slow-moving inventories and others Deferred income tax liabilities: -Temporary differences: Unrealised exchange gain ( Deferred income tax assets: -Temporary differences: Unrealised loss on market price decline and obsolete and slow-moving inventories and others Deferred income tax liabilities: -Temporary differences: Unrealised exchange gain ( |
YearendedDecember31,2022 | |||
| January1 Recognised in profitor loss December31 171,321 $ 38,352) ($ 132,969 $ 103,512) 40,787 62,725) ( 67,809 $ 2,435 $ 70,244 $ YearendedDecember31,2021 |
December31 | |||
| 132,969 $ 62,725) |
||||
| 70,244 $ |
||||
| January1 169,876 $ 102,872) 67,004 $ |
Recognised in profitor loss 1,445 $ 640) ( 805 $ |
December31 | ||
| ( | 171,321 $ 103,512) |
|||
| 67,809 $ |
- D. The amounts of deductible temporary differences that were not recognized as deferred income tax assets are as follows:
| tax assets are as follows: | ||
|---|---|---|
| Deductible temporary differences | December31,2022 2,179,722 $ |
December31,2021 |
| 1,414,597 $ |
- E. As at December 31, 2022, the Company’s income tax returns through 2020 have been assessed and approved by the Tax Authority.
~41~
-244-
(24) Earnings per share
| Earnings per share | |||||
|---|---|---|---|---|---|
| Basic earnings per share Profit attributable to common shareholders Diluted earnings per share Profit attributable to common shareholders Assumed conversion of all dilutive potential ordinary shares Employees’ compensation Profit attributable to common shareholders plus assumed conversion of all dilutive potential ordinary shares Basic earnings per share Profit attributable to common shareholders Diluted earnings per share Profit attributable to common shareholders Assumed conversion of all dilutive potential ordinary shares Employees’ compensation Profit attributable to common shareholders plus assumed conversion of all dilutive potential ordinary shares |
YearendedDecember31,2022 | Earnings per share (indollars) |
|||
| Amount after tax |
Weighted average number of ordinary shares outstanding (sharesin thousands) |
||||
| 31.62 $ 30.48 $ Earnings per share (indollars) |
|||||
| Amount after tax |
Weighted average number of ordinary shares outstanding (sharesin thousands) |
||||
| 16,852,759 $ 16,852,759 $ - 16,852,759 $ |
510,684 510,684 9,726 520,410 |
33.00 $ 32.38 $ |
~42~
-245-
(25) Supplemental cash flow information
Investing activities with partial cash payments
| Supplemental cash flow information Investing activities with partial cash payments |
Supplemental cash flow information Investing activities with partial cash payments |
Supplemental cash flow information Investing activities with partial cash payments |
Supplemental cash flow information Investing activities with partial cash payments |
Supplemental cash flow information Investing activities with partial cash payments |
|||||
|---|---|---|---|---|---|---|---|---|---|
| Changes in liabilities from financing activities Purchase of property, plant and equipment $ Add: Opening balance of payable on equipment Less: Ending balance of payable on equipment ( Cash paid during the year $ Purchase of intangible assets $ Add: Opening balance of payable on software and intellectual property Less: Ending balance of payable on software and intellectual property ( Cash paid during the year $ Short-term borrowings Guarantee deposits At January 1, 2022 13,342,100 $ 1,050 $ Changes in cash flow from financing activities 395,894 719) ( Interest paid - - Interest on lease liabilities - - Changes in other non-cash items - - At December 31, 2022 13,737,994 $ 331 $ Short-term borrowings Guarantee deposits At January 1, 2021 11,456,690 $ 1,038 $ Changes in cash flow from financing activities 1,885,410 12 Interest paid - - Interest on lease liabilities - - Changes in other non-cash items - - At December 31, 2021 13,342,100 $ 1,050 $ |
2022 2021 2,179,735 2,650,026 $ 283,796 58,959 114,514) 283,796) ( 2,349,017 2,425,189 $ Years endedDecember31, 2022 2021 1,799,797 1,460,713 $ 1,445,930 1,152,591 1,292,307) 1,445,930) ( 1,953,420 1,167,374 $ Years endedDecember31, Lease liabilities Long-term borrowings Liabilities from financing activities-total 1,105,395 $ 1,002,799 $ 15,451,344 $ 26,897) ( 711,110 1,079,388 19,203) ( - 19,203) ( 19,203 - 19,203 15,728 593) ( 15,135 1,094,226 $ 1,713,316 $ 16,545,867 $ Lease liabilities Long-term borrowings Liabilities from financing activities-total 1,124,974 $ - $ 12,582,702 $ 35,293) ( 1,017,360 2,867,489 18,924) ( - 18,924) ( 18,924 - 18,924 15,714 14,561) ( 1,153 1,105,395 $ 1,002,799 $ 15,451,344 $ |
||||||||
| $ | |||||||||
| $ | |||||||||
| 2022 1,799,797 1,445,930 1,292,307) 1,953,420 Lease liabilities 1,105,395 $ 26,897) ( 19,203) ( 19,203 15,728 ( 1,094,226 $ Lease liabilities 1,124,974 $ 35,293) ( 18,924) ( 18,924 15,714 ( 1,105,395 $ |
|||||||||
| $ | |||||||||
| $ | 1,953,420 | ||||||||
| Lease liabilities |
|||||||||
At January 1, 2022 Changes in cash flow from financing activities Interest paid Interest on lease liabilities Changes in other non-cash items At December 31, 2022 At January 1, 2021 Changes in cash flow from financing activities Interest paid Interest on lease liabilities Changes in other non-cash items At December 31, 2021 |
Short-term borrowings |
||||||||
| 13,342,100 $ 395,894 - - - 13,737,994 $ Short-term borrowings |
1,050 $ 719) ( - - - 331 $ Guarantee deposits |
1,105,395 $ 26,897) ( 19,203) ( 19,203 15,728 1,094,226 $ Lease liabilities |
( | 1,002,799 $ 711,110 - - 593) 1,713,316 $ Long-term borrowings |
15,451,344 $ 1,079,388 19,203) ( 19,203 15,135 16,545,867 $ Liabilities from financing activities-total |
||||
| 11,456,690 $ 1,885,410 - - - 13,342,100 $ |
1,038 $ 12 - - - 1,050 $ |
1,124,974 $ 35,293) ( 18,924) ( 18,924 15,714 1,105,395 $ |
( | - $ 1,017,360 - - 14,561) 1,002,799 $ |
12,582,702 $ 2,867,489 18,924) ( 18,924 1,153 15,451,344 $ |
(26) Changes in liabilities from financing activities
~43~
-246-
7. RELATED PARTY TRANSACTIONS
(1) Names of related parties and relationship
| LATED PARTY TRANSACTIONS Names of related parties and relationship |
|
|---|---|
| Names of related parties | Relationship with the Company |
| Leading Enterprises Limited Realtek Singapore Private Limited Bluocean Inc. Talent Eagle Enterprise Inc. Amber Universal Inc. Hung-wei Venture Capital Co., Ltd. AICONNX Technology Corporation Cortina Systems Taiwan Limited RayMX Microelectronics Corp. G.M.I Technology Inc. Actions Semiconductor Co., Ltd. C-Media Electronics Inc. Greatek Electronics Inc. EmBestor Technology Inc. |
Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Sub-subsidiary Sub-subsidiary Other related party Other related party Other related party Other related party Other related party |
(2) Significant related party transactions and balances
- A. Operating revenue
| nificant related party transactions and balances Operating revenue |
||
|---|---|---|
| Sales of goods� G.M.I Technology Inc. Others |
Years endedDecember31, | |
| 2022 9,142,682 $ 390,473 9,533,155 $ |
2021 | |
| 9,690,767 $ 604,767 |
||
| 10,295,534 $ |
Goods are sold based on the price lists in force and terms that would be available to third parties, and the general collection term was 30 ~ 60 days after monthly billings.
B. Processing cost
| and the general collection term was 30 ~ 60 days Processing cost |
after monthly billings. | after monthly billings. |
|---|---|---|
| Greatek Electronics Inc. | Years endedDecember31, | |
| 2022 694,922 $ |
2021 | |
| 1,009,689 $ |
Processing cost is paid to related parties on normal commercial terms and conditions, and the general payment term was 69 days after monthly billings.
- C. Receivables from related parties
| general payment term was 69 days after monthly Receivables from related parties |
billings. | |
|---|---|---|
| Accounts receivable� G.M.I Technology Inc. Others |
December31,2022 1,048,725 $ 47,487 1,096,212 $ |
December31,2021 |
| $ 1,763,556 46,113 |
||
| 1,809,669 $ |
~44~
-247-
Aforementioned receivables were 30 ~ 60 days after monthly billings. The receivables from related parties arise mainly from sale transactions. The receivables bear no interest.
D. Payables to related parties:
| Payables to related parties: | ||
|---|---|---|
| Accounts payable� Greatek Electronics Inc. Other |
December31,2022 90,031 $ 71 90,102 $ |
December31,2021 |
| 235,939 $ 1,034 |
||
| $236,973 |
The payment term above was 69 days after monthly billings. The payables to related parties arise mainly from processing cost. The payables are unsecured in nature and bear no interest.
E. Other transactions and other payables (receivables):
| Other related parties- Sales commissions Technical royalty revenue ( Cash dividend income ( Others Subsidiaries and sub-subsidiaries- Interest income ( Other income Cash dividend income ( Rent income ( Technical service fees Others |
Ending Ending Amount balance Amount balance 412,307 $ 36,122 $ 396,355 $ 63,954 $ 911) $ - $ 31,451) ($ - $ 1,278) $ - $ 1,434) ($ - $ - $ 7,701 $ - $ - $ 162,768) $ 34,772) ($ 23,182) ($ 18,285) ($ - $ 49,959) ($ - $ 53,368) ($ 9,304,732) $ 3,070,800) ($ 5,669,060) ($ - $ 2,030) $ 243) ($ 1,922) ($ 248) ($ 756,426 $ 188,642 $ - $ - $ - $ 66 $ - $ - $ 2022 2021 Years endedDecember 31, |
|---|---|
| Ending Amount balance 412,307 $ 36,122 $ 911) $ - $ ( 1,278) $ - $ ( - $ 7,701 $ 162,768) $ 34,772) ($ ( - $ 49,959) ($ 9,304,732) $ 3,070,800) ($ ( 2,030) $ 243) ($ ( 756,426 $ 188,642 $ - $ 66 $ 2022 |
|
| Amount 412,307 $ 911) $ 1,278) $ - $ 162,768) $ ( - $ ( 9,304,732) $ ( 2,030) $ ( 756,426 $ - $ |
The payment term above was 49 days after monthly billings; collection term was 30 ~ 60 days after monthly billings.
- F. Acquisition of financial assets:
| AICONNX Technology Corporation |
Accounts No. ofshares Investments accounted for under equity method 2,000,000 |
Objects AICONNX Technology Corporation equity (Investment Establishment) |
YearendedDecember31,2021 |
|---|---|---|---|
| Consideration | |||
| 20,000 $ |
~45~
-248-
G. Loans to related parties :
(a) Outstanding balance:
| ns to related parties : Outstanding balance: |
||
|---|---|---|
| Subsidiaries Leading Enterprises Limited Talent Eagle Enterprise Inc. Bluocean Inc. Amber Universal Inc. Hung-wei Venture Capital Co., Ltd. |
December31,2022 1,197,612 $ - - 2,487,348 70,000 3,754,960 $ |
December31,2021 |
| 2,422,875 $ 1,661,400 1,661,400 1,629,557 87,000 |
||
| 7,462,232 $ |
(b) Interest income
Subsidiaries
| Years endedDecember31, | Years endedDecember31, |
|---|---|
| 2022 162,768 $ |
2021 |
| 23,182 $ |
The loans to subsidiaries are repayable monthly within one year, and carry interest at 2% and 0.58% for the years ended December 31, 2022 and 2021, respectively.
H. Endorsements and guarantees provided to related parties:
Subsidiaries
| nd 2021, respectively. parties: |
|
|---|---|
| December31,2022 17,766,228 $ |
December31,2021 |
| 14,339,165 $ |
(3) Key management compensation
| Key management compensation | ||
|---|---|---|
| Salaries and other short-term employee benefits Post-employment benefits Total |
Years endedDecember31, | |
| 2022 564,883 $ 3,875 568,758 $ |
2021 | |
| 248,487 $ 3,103 |
||
| 251,590 $ |
8. PLEDGED ASSETS
The Company’s assets pledged as collateral are as follows:
| Pledgedasset Time deposits (shown in financial assets at amortised cost - non-current) " |
December31,2022 December31,2021 31,348 $ 31,048 $ 49,849 44,810 81,197 $ 75,858 $ Bookvalue |
Purposes |
|---|---|---|
| December31,2022 31,348 $ 49,849 81,197 $ |
||
| Guarantee for the importation customs duties of materials Guarantee for leasing land and office in Science Park |
~46~
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-
SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED CONTRACT COMMITMENTS
-
(1) Contingencies
-
A. In 2020, Divx, LLC brought actions for patent infringement in United States International Trade Commission (“ITC”) and United States District Court of Delaware against the Company’s IC products. On July 4, 2021, DivX terminated the investigation against the Company in ITC.
-
B. In 2020, KONINKLIJKE PHILIPS N.V. and PHILIPS NORTH AMERICA LLC brought actions for patent infringement in United States International Trade Commission (“ITC”) and United States District Court of Delaware against the Company’s IC products. On March 23, 2022, ITC issued the final determination finding non-infringement for the accused Company’s IC products and non-existence of the required domestic industry.
-
C. Future Link Systems, LLC brought actions for patent infringement in United States International Trade Commission (“ITC”) and United States District Court for the Western �
-
District of Texas against the Company’s IC products. Due to the Plaintiff/ Complainant s withdrawal of its patent infringement complaints, the patent infringement cases have been terminated.
-
D. BANDSPEED, LLC brought an action for patent infringement in United States District Court for the Western District of Texas against the Company’s IC products. The case is still pending, and the Company is unable to reliably determine the outcome of the case.
-
E. Advanced Micro Devices, Inc./ ATI Technologies ULC brought an action for patent infringement in United States International Trade Commission (“ITC”) and United States District Court for the Eastern District of Texas against the Company’s IC products. The case is still pending, and the Company is unable to reliably determine the outcome of the case.
-
F. American Patent LLC brought an action for patent infringement in United States District Court for the Eastern District of Texas against the Company’s IC products. The case is still pending, and the Company is unable to reliably determine the outcome of the case.
-
(2) Commitments
None.
-
SIGNIFICANT DISASTER LOSS
-
None.
-
SIGNIFICANT EVENTS AFTER THE BALANCE SHEET DATE
-
None.
~47~
-250-
12. OTHERS
(1) Capital management
The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to provide returns for shareholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
(2) Financial instruments
A. Financial instruments by category
| shareholders, issue new shares or sell assets to reduce nancial instruments Financial instruments by category |
debt. | |
|---|---|---|
| Financial assets Financial assets at fair value through profit or loss Financial assets mandatorily measured at fair value through profit or loss Financial assets at fair value through other comprehensive income Designation of equity instrument Financial assets at amortised cost/Receivables Cash and cash equivalents Financial assets at amortised cost Accounts receivable (including related parties) Other receivables (including related parties) Refundable deposits Financial liabilities Financial liabilities at amortised cost Short-term borrowings Notes payable Accounts payable (including related parties) Other payable (including related parties) Long-term borrowings Guarantee deposits Other financial liability Lease liability |
December31,2022 110,533 $ 61,455 $ 2,538,812 $ 81,197 6,460,614 6,913,596 2,171,839 18,166,058 $ 13,737,994 $ - 4,501,710 25,836,597 1,713,316 331 5,701,692 51,491,640 $ 1,094,226 $ |
December31,2021 |
| 129,129 $ |
||
| - $ |
||
| 2,874,335 $ 75,858 9,718,326 7,542,294 719,802 |
||
| 20,930,615 $ |
||
| 13,342,100 $ 3,276 7,586,416 22,969,591 1,002,799 1,050 5,044,386 |
||
| 49,949,618 $ |
||
| 1,105,395 $ |
B. Financial risk management policies
(a) The Company’s activities expose it to a variety of financial risks: market risk (including foreign exchange risk, interest rate risk and price risk), credit risk and liquidity risk.
~48~
-251-
-
(b) Risk management is carried out by a Company finance under policies approved by the Board of Directors. Company finance identifies, evaluates and hedges financial risks in close cooperation with the Company’s operating units.
-
C. Significant financial risks and degrees of financial risks
-
(a) Market risk
Foreign exchange risk
-
i. The Company operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the USD. Foreign exchange risk arises from future commercial transactions, recognized assets and liabilities.
-
ii. Management has set up a policy to require the Company to manage its foreign exchange risk against its functional currency. The Company is required to hedge its entire foreign exchange risk exposure with the Company finance.
-
iii. The Company’s businesses involve some functional currency operations (the Company’s functional currency: NTD). The information on assets and liabilities denominated in foreign currencies whose values would be materially affected by the exchange rate fluctuations is as follows:
| (Foreign currency: functional currency) Financial assets Monetary items USD:NTD Non-monetary items USD:NTD Financial liabilities Monetary items USD:NTD |
December31,2022 | December31,2022 | December31,2022 |
|---|---|---|---|
| Foreign currency amount (In thousands) 432,408 $ 1,881,393 354,424 |
Exchangerate 30.708 30.708 30.708 |
Book value (NTD) |
|
| 13,278,385 $ 57,773,816 10,883,652 |
|||
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| (Foreign currency: functional currency) Financial assets Monetary items USD:NTD Non-monetary items USD:NTD Financial liabilities Monetary items USD:NTD |
December31,2021 | December31,2021 | December31,2021 |
|---|---|---|---|
| Foreign currency amount (In thousands) 721,980 $ 1,692,376 458,477 |
Exchangerate 27.690 27.690 27.690 |
Book value (NTD) |
|
| 19,991,626 $ 46,861,891 12,695,228 |
|||
The total exchange gain(loss), including realised and unrealised arising from significant foreign exchange variation on the monetary items held by the Company for the years ended December 31, 2022 and 2021, amounted to $281,355 and $(76,404), respectively. Analysis of foreign currency market risk arising from significant foreign exchange variation:
| (Foreign currency: functional currency) Financial assets Monetary items USD:NTD Non-monetary items USD:NTD Financial liabilities Monetary items USD:NTD |
YearendedDecember31, | YearendedDecember31, | 2022 |
|---|---|---|---|
| Sensitivityanalysis | |||
| Degree ofvariation 1% 1% 1% |
Effect on profitor loss 132,784 $ - 108,825) ( |
Effect on other comprehensive income |
|
| - $ 577,673 - |
|||
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| (Foreign currency: functional currency) Financial assets Monetary items USD:NTD Non-monetary items USD:NTD Financial liabilities Monetary items USD:NTD |
YearendedDecember31, | YearendedDecember31, | 2021 |
|---|---|---|---|
| Sensitivityanalysis | |||
| Degree ofvariation 1% 1% 1% |
Effect on profitor loss 199,916 $ - 126,952) ( |
Effect on other comprehensive income |
|
| - $ 468,619 - |
|||
Price risk
-
i. The Company’s equity securities, which are exposed to price risk, are the held financial assets at fair value through profit or loss and financial assets at fair value through other comprehensive income.
-
ii. The Company’s investments in equity securities comprise shares issued by the domestic companies. The prices of equity securities would change due to the change of the future value of investee companies. If the prices of these equity securities had decreased/increased by 10% with all other variables held constant, post-tax profit for the years ended December 31, 2022 and 2021 would have decreased/increased by $11,053 and $12,913, respectively, as a result of gains/losses on equity securities classified as at fair value through profit or loss. Other components of equity would have increased/decreased by $6,146 and $0, respectively, as a result of gains/losses on equity securities classified as at fair value through other comprehensive income.
-
Cash flow and fair value interest rate risk
The Company has no material interest rate risk.
-
(b) Credit risk
-
i. Credit risk refers to the risk of financial loss to the Company arising from default by the clients or counterparties of financial instruments on the contract obligations. The main factor is that counterparties could not repay in full the accounts receivable based on the agreed terms, and the contract cash flows of financial assets at amortised cost, at fair value through profit or loss and at fair value through other comprehensive income.
-
ii. The Company manages their credit risk taking into consideration the entire Company’s concern. According to the Company’s credit policy, the Company is responsible for
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managing and analysing the credit risk for each of their new clients before standard payment and delivery terms and conditions are offered. Internal risk control assesses the credit quality of the customers, taking into account their financial position, past experience and other factors.
-
iii. The Company adopts the assumption under IFRS 9, that is, the default occurs when the contract payments are past due over 90 days.
-
iv. The Company adopts the following assumption under IFRS 9 to assess whether there has been a significant increase in credit risk on that instrument since initial recognition: If the contract payments were past due over 30 days based on the terms, there has been a significant increase in credit risk on that instrument since initial recognition.
-
v. The following indicators are used to determine whether the credit impairment of debt instruments has occurred:
-
(i) It becomes probable that the issuer will enter bankruptcy or other financial reorganization due to their financial difficulties;
-
(ii) The disappearance of an active market for that financial asset because of financial difficulties;
-
(iii) Default or delinquency in interest or principal repayments;
-
(iv) Adverse changes in national or regional economic conditions that are expected to cause a default.
-
vi. The Company classifies customers’ accounts receivable in accordance with customer types. The Company applies the modified approach using provision matrix to estimate expected credit loss under the provision matrix basis.
-
vii. The Company wrote-off the financial assets, which cannot be reasonably expected to be recovered, after initiating recourse procedures. However, the Company will continue executing the recourse procedures to secure their rights.
-
viii. The Company used the forecast ability of semiconductor industry research report to adjust historical and timely information to assess the default possibility of accounts receivable. On December 31, 2022 and 2021, the provision matrix is as follows:
| At December 31, 2022 Expected loss rate Total book value Loss allowance |
Notpastdue 0-1% 6,481,979 $ 64,819 $ |
1~90 days pastdue 0-1% 43,893 $ 439 $ |
Over 90 days pastdue 100% 37 $ 37 $ |
Total |
|---|---|---|---|---|
| 6,525,909 $ |
||||
| 65,295 $ |
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| At December 31, 2021 Expected loss rate Total book value Loss allowance |
Notpastdue 0-1% 9,733,237 $ 96,119 $ |
1~90 days pastdue 0-1% 83,338 $ 2,130 $ |
Over 90 days pastdue 100% 461 $ 461 $ |
Total |
|---|---|---|---|---|
| 9,817,036 $ |
||||
| 98,710 $ |
ix. Movements in relation to the Company applying the modified approach to provide loss allowance for accounts receivable are as follows:
| At January 1 Reversal of impairment ( At December 31 At January 1 Provision for impairment At December 31 |
2022 Loss allowance for accountsreceivable 98,710 $ 33,415) 65,295 $ 2021 Loss allowance for accountsreceivable 95,360 $ 3,350 98,710 $ |
|---|---|
- x. For financial assets at amortised cost, the credit rating levels are presented below:
| Financial assets at amortised cost Financial assets at amortised cost |
December31,2022 | December31,2022 | December31,2022 | Total 81,197 |
|||
|---|---|---|---|---|---|---|---|
| 12 months 81,197 $ 12 months 75,858 $ |
Significant increase in Impairment credit risk ofcredit - $ - $ Lifetime December31,2021 |
||||||
| $ | $ | $ | |||||
| 12 months | Lifetime | Total | |||||
| Significant increase in credit risk - $ |
Impairment ofcredit |
||||||
| 75,858 $ |
- $ |
75,858 $ |
The financial assets at amortized cost are bank time deposits with original maturity more than three months, and there is no significant abnormality in credit risk assessment.
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(c) Liquidity risk
-
i. Cash flow forecasting is performed in the operating entities of the Company and aggregated by Company finance. Company finance monitors rolling forecasts of the Company’s liquidity requirements to ensure it has sufficient cash to meet operational needs while maintaining sufficient headroom on its undrawn committed borrowing facilities.
-
ii. Company finance invests surplus cash in interest bearing current accounts, time deposits, money market deposits and marketable securities, choosing instruments with appropriate maturities or sufficient liquidity to provide sufficient head-room as determined by the above-mentioned forecasts.
-
iii. The table below analyses the Company’s non-derivative financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet date to the contractual maturity date for non-derivative financial liabilities. The amounts disclosed in the table are the contractual undiscounted cash flows.
Non-derivative financial liabilities:
| in the table are the contractual undiscounted Non-derivative financial liabilities: |
cash flows. | ||
|---|---|---|---|
| December 31, 2022 Short-term borrowings Notes payable Accounts payable (including related parties) Other payables (including related parties) Lease liability Long-term borrowings Guarantee deposits Other financial liabilities Non-derivative financial liabilities: December 31, 2021 Short-term borrowings Notes payable Accounts payable (including related parties) Other payables (including related parties) Lease liability Long-term borrowings Guarantee deposits Other financial liabilities |
Less than 1 year |
Between 1 and 5 years |
Over5 years |
| 13,737,994 $ - 4,501,710 25,836,597 43,884 - - 5,701,692 Less than 1 year |
- $ - - - 158,424 1,728,470 - - Between 1 and 5 years |
- $ - - - 1,305,338 - 331 - Over5 years |
|
| 13,342,100 $ 3,276 7,586,416 22,969,591 45,175 - - 5,044,386 |
- $ - - - 162,621 1,017,360 - - |
- $ - - - 1,328,389 - 1,050 - |
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- iv. The Company does not expect the timing of occurrence of the cash flows estimated through the maturity date analysis will be significantly earlier, nor expect the actual cash flow amount will be significantly different.
-
(3) Fair value information
-
A. The different levels that the inputs to valuation techniques are used to measure fair value of financial and non-financial instruments have been defined as follows:
-
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date. A market is regarded as active where a market in which transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis. The fair value of the Company’s investment in listed stocks and beneficiary certificates is included in Level 1.
-
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
-
Level 3: Unobservable inputs for the asset or liability. The fair value of the Company's investment in equity investment without active market is included in Level 3.
-
-
B. The related information of financial and non-financial instruments measured at fair value by level on the basis of the nature, characteristics and risks of the assets and liabilities is as follows: (a) The related information of nature of the assets is as follows:
| December 31, 2022 Assets Recurring fair value measurement Financial assets at fair value through profit or loss Equity securities Hybrid instruments Financial assets at fair value through other comprehensive income Equity securities Total December 31, 2021 Assets Recurring fair value measurement Financial assets at fair value through profit or loss Equity securities |
Level 1 57,533 $ - 61,455 118,988 $ Level 1 129,129 $ |
Level 2 - $ - - - $ Level 2 - $ |
Level3 - $ 53,000 - 53,000 $ Level3 - $ |
Total 57,533 $ 53,000 61,455 171,988 $ Total 129,129 $ |
Total 57,533 $ 53,000 61,455 171,988 $ Total 129,129 $ |
|---|---|---|---|---|---|
| 129,129 $ |
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-
(b) The methods and assumptions the Company used to measure fair value are as follows:
-
i. The instruments the Company used market quoted prices as their fair values (that is, Level
- 1) are listed below by characteristics:
| Market quoted price |
Listed shares |
Closed- endfund |
Open-end fund |
Government bond |
Corporate bond |
Convertible (exchangeable) bond |
|---|---|---|---|---|---|---|
| Closing price | Closing price |
Net asset value |
Transaction price |
Weighted average quoted price |
Closing price |
-
ii. Except for financial instruments with active markets, the fair value of other financial instruments is measured by using valuation techniques. The fair value of financial instruments measured by using valuation techniques can be referred to current fair value of instruments with similar terms and characteristics in substance, discounted cash flow method or other valuation methods, including calculated by applying model using market information available at the consolidated balance sheet date.
-
iii. The output of valuation model is an estimated value and the valuation technique may not be able to capture all relevant factors of the Group’s financial and non-financial instruments. Therefore, the estimated value derived using valuation model is adjusted accordingly with additional input.
-
C. For the years ended December 31, 2022 and 2021, there was no transfer between Level 1 and Level 2.
-
D. The following chart is the movement of Level 3 for the years ended December 31, 2022 and 2021:.
| 2021:. | |||
|---|---|---|---|
| At January 1 Acquisition in the period At December 31 |
2022 Non-derivative equity - $ 53,000 53,000 $ |
2021 Non-derivative equity |
|
| - $ - - $ |
- E. For the years ended December 31, 2022 and 2021, there was no transfer into or out from Level 3.
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-
F. The finance division is in charge of valuation procedures for fair value measurements being categorised within Level 3, which is to verify independent fair value of financial instruments. Such assessment is to ensure the valuation results are reasonable by applying independent information to make results close to current market conditions, confirming the resource of information is independent, reliable and in line with other resources and represented as the exercisable price, updating inputs used to the valuation model and making any other necessary adjustments to the fair value.
-
G. The following is the qualitative information of significant unobservable inputs and sensitivity analysis of changes in significant unobservable inputs to valuation model used in Level 3 fair value measurement:
Fair value at Significant Range Relationship December Valuation unobservable (weighted of inputs to 31,2022 technique input average) fair value Hybrid instruments: Convertible $ 53,000 Binomial Not applicable - Not note Model applicable
December 31, 2021 � None.
13. SUPPLEMENTARY DISCLOSURES
-
(1) Significant transactions information
-
A. Loans to others: Please refer to table 1.
-
B. Provision of endorsements and guarantees to others: Please refer to table 2.
-
C. Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures): Please refer to table 3.
-
D. Acquisition or sale of the same security with the accumulated cost exceeding $300 million or 20% of the Company’s paid-in capital: None.
-
E. Acquisition of real estate reaching $300 million or 20% of paid-in capital or more: None.
-
F. Disposal of real estate reaching $300 million or 20% of paid-in capital or more: None.
-
G. Purchases or sales of goods from or to related parties reaching $100 million or 20% of paidin capital or more: Please refer to table 4.
-
H. Receivables from related parties reaching $100 million or 20% of paid-in capital or more: Please refer to table 5.
-
I. Trading in derivative instruments undertaken during the reporting periods: None.
-
J. Significant inter-company transactions during the reporting periods: Please refer to table 6.
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(2) Information on investees
Names, locations and other information of investee companies (not including investees in Mainland China): Please refer to table 7.
-
(3) Information on investments in Mainland China
-
A. Basic information: Please refer to table 8.
-
B. Significant transactions, either directly or indirectly through a third area, with investee companies in the Mainland Area: Please refer to table 1, table 2 and table 6.
(4) Major shareholders information
As at December 31, 2022, the Company had no shareholders who hold over 5% (including 5%) of the Company’s shares.
14. SEGMENT INFORMATION
Not applicable.
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| Item Value REALTEK SEMICONDUCTOR CORPORATION Loans to others For the year ended December 31, 2022 Table 1 Expressed in thousands of NTD (Except as otherwise indicated) Collateral Limit on loans granted to a single party Ceiling on total loans granted (Note 2) Footnote Interest rate Nature of loan Amount of transactions with the borrower Reason for short- term financing Allowance for doubtful accounts Maximum outstanding balance during the year ended December 31, 2022 (Note 3) Balance at December 31, 2022 Actual amount drawn down (Note 4) No (Note 1) Creditor Borrower General ledger account Is a related party |
None | None | None | None | None | None | None | None | None | None | None | None | None |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
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| ��������� � |
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| - $ |
- | - | - | - | - | - | - | - | - | - | - | - | |
| None | None | None | None | None | None | None | None | None | None | None | None | None | |
| - $ |
- | - | - | - | - | - | - | - | - | - | - | - | |
| Operations | Operations | Operations | Operations | Operations | Operations | Operations | Operations | Operations | Operations | Operations | Operations | Operations | |
| � � |
� | � | � | � | � | � | � | � | � | � | � | � | |
| ���������� ��������� |
���������� ��������� |
���������� ��������� |
���������� ��������� |
���������� ��������� |
���������� ��������� |
���������� ��������� |
���������� ��������� |
���������� ��������� |
���������� ��������� |
���������� ��������� |
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|
| ���� | � | � | � | � | ���� | ���� | ���� | � | ���� | � | ���� | � | |
| ������ � |
� | � | � | � | ��������� | ��������� | ��������� | � | ������� | � | ��������� | � | |
| ������� � |
������ | ������� | ��������� | ��������� | ��������� | ��������� | ��������� | ��������� | ��������� | ������� | ��������� | ������ | |
| ������� � |
������ | ������� | ��������� | ��������� | ��������� | ��������� | ��������� | ��������� | ��������� | ������� | ��������� | ������ | |
| Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | |
| Other receivables-related parties |
Other receivables-related parties |
Other receivables-related parties |
Other receivables-related parties |
Other receivables-related parties |
Other receivables-related parties |
Other receivables-related parties |
Other receivables-related parties |
Other receivables-related parties |
Other receivables-related parties |
Other receivables-related parties |
Other receivables-related parties |
Other receivables-related parties |
|
| Hung-wei Venture Capital Co., Ltd. |
RayMX Microelectronics Corp. |
AICONNX Technology Corp. | Bluocean Inc. | Talent Eagle Enterprise Inc. |
Leading Enterprises Limited |
Amber Universal Inc. |
Talent Eagle Enterprise Inc. |
Bluocean Inc. | Talent Eagle Enterprise Inc. | Leading Enterprises Limited | Leading Enterprises Limited | RayMX Microelectronics Corp. |
|
| Realtek Semiconductor Corporation |
Realtek Semiconductor Corporation |
Realtek Semiconductor Corporation |
Realtek Semiconductor Corporation |
Realtek Semiconductor Corporation |
Realtek Semiconductor Corporation |
Realtek Semiconductor Corporation |
Leading Enterprises Limited | Amber Universal Inc. | Amber Universal Inc. | Cortina Access, Inc. | Realtek Investment Singapore Private Limited |
Realtek Investment Singapore Private Limited |
|
| � | � | � | � | � | � | � | � | � | � | � | � | � |
-262-
| Item Value Collateral Limit on loans granted to a single party Ceiling on total loans granted (Note 2) Footnote Interest rate Nature of loan Amount of transactions with the borrower Reason for short- term financing Allowance for doubtful accounts Maximum outstanding balance during the year ended December 31, 2022 (Note 3) Balance at December 31, 2022 Actual amount drawn down (Note 4) No (Note 1) Creditor Borrower General ledger account Is a related party |
None | None | None | None | None | None | None | Note 1: The numbers filled in for the loans provided by the Company or subsidiaries are as follows: (1) The Company is ‘0’. (2) The subsidiaries are numbered in order starting from ‘1’. Note 2: The Company’s “Procedures for Provision of Loans” are as follows: (1) Ceiling on total loans granted by the Company to all parties is 40% of the Company’s net assets value as per its most recent financial statements. (2) Limit on loans to a single party with business transactions is the business transactions occurred between the creditor and borrower in the current year. The business transaction amount is the higher of purchasing and selling during current year on the year of financing. (3) For companies needing for short-term financing, the cumulative lending amount may not exceed 40% of the borrowing company’s net assets based on its latest financial statements audited or reviewed by independent auditors. The amount the Company or its subsidiaries lend to an individual entity may not exceed 10% of the Company’s or subsidiary’s net assets based on its latest financial statements audited or reviewed by independent auditors. For the foreign companies which the Company holds 100% of the voting rights directly or indirectly, limit on loans is not restricted as stipulated in the above item (3). However, the ceiling on total loans and limit on loans to a single party may not exceed 40% of the Company’s net assets based on its latest financial statements audited or reviewed by independent auditors. Note 3: Acccumulated maximum outstandings balance of loans to others as at the reporting month of the current period. Note 4: Fill in the actual amount of loans to others used by the borrowing company. |
|---|---|---|---|---|---|---|---|---|
| ���������� � |
���������� | ���������� | ���������� | ���������� | ���������� | ���������� | ||
| ���������� � |
���������� | ���������� | ���������� | ���������� | ���������� | ���������� | ||
| � � |
- | - | - | - | - | - | ||
| None | None | None | None | None | None | None | ||
| � � |
- | - | - | - | - | - | ||
| Operations | Operations | Operations | Operations | Operations | Operations | Operations | ||
| � � |
� | � | � | � | � | � | ||
| ���������� ��������� |
���������� ��������� |
���������� ��������� |
���������� ��������� |
���������� ��������� |
���������� ��������� |
���������� ��������� |
||
| � | � | ���� | � | ���� | � | � | ||
| � � |
� | ������ | � | ������� | � | � | ||
| ������� � |
��������� | ��������� | ��������� | ������� | ������� | ������� | ||
| ������� � |
��������� | ��������� | ��������� | ������� | ������� | ������� | ||
| Y | Y | Y | Y | Y | Y | Y | ||
| Other receivables-related parties |
Other receivables-related parties |
Other receivables-related parties |
Other receivables-related parties |
Other receivables-related parties |
Other receivables-related parties |
Other receivables-related parties |
||
| Realsil Microelectronics Corp. |
Bluocean Inc. | Amber Universal Inc. |
Talent Eagle Enterprise Inc. |
Suzhou Pankore Integrated Circuit Technology Co. Ltd |
RayMX Microelectronics Corp. |
Suzhou Pankore Integrated Circuit Technology Co. Ltd |
||
| Realtek Singapore Private Limited |
Realtek Singapore Private Limited |
Realtek Singapore Private Limited |
Realtek Singapore Private Limited |
Realsil Microelectronics Corp. | Realsil Microelectronics Corp. | Cortina Network Systems Shanghai Co., Ltd. |
||
| � | � | � | � | � | � | � |
-263-
| Company name Relationship with the endorser/ guarantor (Note 2) Provision of endorsements and guarantees to others For the year ended December 31, 2022 Table 2 Expressed in thousands of NTD (Except as otherwise indicated) Outstanding endorsement/ guarantee amount at December 31, 2022 (Note 5) Actual amont drawn down (Note 6) Number (Note 1) Endorser/ guarantor Party being endorsed/guaranteed Limited on endorsements/ guarantees provided for a single party (Note 3) Maximum outstanding endorsement/ amount as of December 31, 2022 (Note 4) Provision of endorsements/ guarantees to the party in Mainland China (Note 7) Footnote Amount of endorsements/ gurantees secured with collateral Ratio of accumulated endorsement/ guarantee amount to net asset value of the endorser/ guarantor company Ceiling on total amount of endorsements/ guarantees provided (Note 3) Provision of endorsements/ guarantees by parent company to subsidiary (Note 7) Provision of endorsements/ guarantees by subsidiary to parent company (Note 7) |
Note 1: The numbers filled in for the endorsements/guarantees provided by the Company or subsidiaries are as follows: (1)The Company is ‘0’. (2)The subsidiaries are numbered in order starting from ‘1’. Note 2: Relationship between the endorser/guarantor and the party being endorsed/guaranteed is classified into the following six categories: (1) Having business relationship. (2) The endorser/guarantor parent company owns directly and indirectly more than 50% voting shares of the endorsed/guaranteed subsidiary. (3) The endorser/guarantor company owns directly and indirectly more than 50% voting shares of the endorser/guarantor parent company. (4) The endorser/guarantor parent company owns directly or indirectly owns more than 50% voting shares of the endorsed/guaranteed subsidiary. (5) Mutual guarantee of the trade as required by the construction contract. (6) Due to joint venture, each shareholder provides endorsements/guarantees to the endorsed/guaranteed company in proportion to its ownership. (7) Joint guarantee of the performance guarantee for pre-sold home sales contract as required under the Consumer Protection Act. Note 4: Fill in the year-to-date maximum outstanding balance of endorsements/guarantees provided as of the reporting period. Note 5: Fill in the amount approved by the Board of Directors or the chairman has been authorised by the Board of Directors based on subparagraph 8, Article 12 of the Regulations Gorverning Loaning of Funds and Making of Endorsements/Guarantees by Public Companies. Note 6: Fill in the actual amount of endorsements/guarantees used by the endorsed/guaranteed company. Note 7: Fill in ‘Y’ for those cases of provision of endorsements/guarantees by listed parent company to subsidiary and provision by subsidiary to listed parent company, and provision to the party in Mainland China. Note 3: Ceiling on total endorsements/guarantees granted by the Company and subsidiaries is 50% of the Company’s net asset based on the latest financial statements audited or reviewed by independent auditors, and limit on endorsements/guarantees to a single party is 50% of the Company’s net asset based on the latest financial statements audited or reviewed by independent auditors. |
|||||||
|---|---|---|---|---|---|---|---|---|
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| ���������� � |
���������� | ���������� | ���������� | ���������� | ���������� | ���������� | ||
| � | � | � | � | � | � | � | ||
| Realtek Singapore Private Limited |
Leading Enterprises Limited |
Realsil Microelectronics Corp. |
RayMX Microelectronics Corp. |
AICONNX Technology Corp. |
Realsil Microelectronics Corp. |
RayMX Microelectronics Corp. |
||
| Realtek Semiconductor Corporation |
Realtek Semiconductor Corporation |
Realtek Semiconductor Corporation |
Realtek Semiconductor Corporation |
Realtek Semiconductor Corporation |
Leading Enterprises Limited |
Realsil Microelectronics Corp. |
||
| � | � | � | � | � | � | � |
-264-
| Number of shares Book value (Note 3) Ownership (%) Fair value (Except as otherwise indicated) Table 3 Expressed in thousands of NTD Footnote (Note 4) Securities held by Marketable securities �Note 1� Relationship with the securities issuer(Note 2) General ledger account As of December 31, 2022 |
||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ������� | ������ | ������ | ������ | ������� | ������ | ������� | ������ | ��������� | ������� | ������� | ������� | ������ | ������� | ������� | ������ | ������ | � | |
| ����� | � | ������ | ����� | ����� | ����� | ����� | � | ������ | � | � | ����� | � | ����� | ����� | ����� | ������ | ����� | |
| ������� | ������ | ������ | ������ | ������� | ������ | ������� | ������ | ��������� | ������� | ������� | ������� | ������ | ������� | ������� | ������ | ������ | � | |
| ��������� | � | ���������� | ��������� | ���������� | ��������� | ��������� | ��������� | ��������� | � | � | ��������� | ������� | ��������� | ��������� | ��������� | ��������� | ��������� | |
| Financial assets at fair value through profit or loss |
Financial assets at fair value through profit or loss |
Financial assets at fair value through other comprehensive income |
Financial assets at fair value through other comprehensive income |
Financial assets at fair value through other comprehensive income |
Financial assets at fair value through other comprehensive income |
Financial assets at fair value through other comprehensive income |
Financial assets at fair value through other comprehensive income |
Financial assets at fair value through other comprehensive income |
Financial assets at amortised cost | Financial assets at amortised cost | Financial assets at fair value through other comprehensive income |
Financial assets at fair value through other comprehensive income |
Financial assets at fair value through profit or loss |
Financial assets at fair value through other comprehensive income |
Financial assets at fair value through other comprehensive income |
Financial assets at fair value through other comprehensive income |
Financial assets at fair value through other comprehensive income |
|
| Other related parties | None | None | Other related parties | None | Other related parties | None | None | None | None | None | None | None | Other related parties | Other related parties | None | Other related parties | None | |
| C-media Electronics Inc. - Common stock | Nuheara Ltd - Convertible notes | Nuheara Ltd - Common stock | Compal broadband networks Inc. - Common stock |
Shieh-Yong Investment Co., Ltd. - Common stock |
Compal broadband networks Inc. - Common stock |
Fortemedia Inc. - Common stock | Starix Technology, Inc. - Preferred stock | Octtasia Investment Holding Inc - Common stock |
Apple Inc.-Corporate bond | Qualcomm Inc. - Corporate bond | Octtasia Investment Holding Inc. - Common stock |
United Microelectronics Corporation. - Common stock |
C-media Electronics Inc.- Common stock | Greatek Electroninc Inc. - Common stock | Subtron technology Co., Ltd - Common stock |
Embestor Technology Inc. - Common stock |
CyWeeMotion Group Ltd | |
| Realtek Semiconductor Corporation | Realtek Semiconductor Corporation | Realtek Semiconductor Corporation | Realking Investment Co., Ltd. | Realsun Investment Co., Ltd. | Realsun Investment Co., Ltd. | Leading Enterprises Limited | Leading Enterprises Limited | Leading Enterprises Limited | Leading Enterprises Limited | Leading Enterprises Limited | Amber Universal Inc. | Hung-wei Venture Capital Co., Ltd. | Hung-wei Venture Capital Co., Ltd. | Hung-wei Venture Capital Co., Ltd. | Hung-wei Venture Capital Co., Ltd. | Hung-wei Venture Capital Co., Ltd. | Blueocean Inc. |
-265-
| Number of shares Book value (Note 3) Ownership (%) Fair value (Except as otherwise indicated) Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures) December 31, 2022 Table 3 Expressed in thousands of NTD Footnote (Note 4) Securities held by Marketable securities �Note 1� Relationship with the securities issuer(Note 2) General ledger account As of December 31, 2022 |
Note 1: Marketable securities in the table refer to stocks, bonds, beneficiary certificates and other related derivative securities within the scope of IFRS 9 ‘Financial instrument'. Note 2: Leave the column blank if the issuer of marketable securities is non-related party. Note 3: Fill in the amount after adjusted at fair value and deducted by accumulated impairment for the marketable securities measured at fair value; fill in the acquisition cost for the marketable securities not measured at fair value. Note 4: The number of shares of securities and their amounts pledged as security or pledged for loans and their restrictions on use under some agreements should be stated in the footnote if the securities presented herein have such conditions. ����������� |
|||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| �������� | ������ | ������� | ������ | ������� | ������� | ������ | ������ | ������ | ������ | ������ | ������ | ������� | ������ | ������ | ������ | ������� | ||
| ����� | ����� | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | ||
| �������� | ������ | ������� | ������ | ������� | ������� | ������ | ������ | ������ | ������ | ������ | ������ | ������� | ������ | ������ | ������ | ������� | ||
| ��������� | ��������� | ���������� | ���������� | ���������� | ���������� | ���������� | ��������� | ���������� | ��������� | ��������� | ���������� | ���������� | ���������� | ���������� | ��������� | � | ||
| Financial assets at fair value through other comprehensive income |
Financial assets at fair value through other comprehensive income |
Financial assets at fair value through profit or loss |
Financial assets at fair value through profit or loss |
Financial assets at fair value through profit or loss |
Financial assets at fair value through profit or loss |
Financial assets at fair value through profit or loss |
Financial assets at fair value through profit or loss |
Financial assets at fair value through profit or loss |
Financial assets at fair value through profit or loss |
Financial assets at fair value through profit or loss |
Financial assets at fair value through profit or loss |
Financial assets at fair value through profit or loss |
Financial assets at fair value through profit or loss |
Financial assets at fair value through profit or loss |
Financial assets at fair value through profit or loss |
Financial assets at fair value through profit or loss |
||
| None | None | None | None | None | None | None | None | None | None | None | None | None | None | None | None | None | ||
| Eargo, Inc. - Common stock | Eargo, Inc. - Common stock | Cuam Money Fund | JIA SHI Monetary Fund | BOC Cash Fund | Guang-Fa Currency Fund | WAN JIA Monetary Fund | Guang-Fa Demand Policy Loan Fund | Jian-Xin Monetary Fund | Pu-Yin Monetary Fund | Capital Increase Monetary Fund A | Capital Increase Monetary Fund B | Ri-Ri-Xin Fund | Step by step Gold Fund | Cuam Money Fund | JIA SHI Monetary Fund | Bond funds | ||
| Blueocean Inc. | Talent Eagle Enterprise Inc. | Realsil Microelectronics Corp. | Realsil Microelectronics Corp. | Realsil Microelectronics Corp. | Realsil Microelectronics Corp. | Realsil Microelectronics Corp. | Realsil Microelectronics Corp. | Realsil Microelectronics Corp. | Realsil Microelectronics Corp. | Realtek Semiconductor (Shen Zhen) Corp. | Realtek Semiconductor (Shen Zhen) Corp. | Realtek Semiconductor (Shen Zhen) Corp. | Cortina Network Systems (Shanghai) Co. Ltd. | Cortina Network Systems (Shanghai) Co. Ltd. | Cortina Network Systems (Shanghai) Co. Ltd. | Realtek Investment Singapore Private Limited |
-266-
| Purchase (sales) Amount Percentage of total purchase (sales) Credit term Unit price Credit term Balance Percentage of total notes/accounts receivable (payable) Footnote Purchase/seller Counterparty Relationship with the counterparty Transaction Differences in transaction terms compared to third party transactions Notes/accounts receivable(payable) (Except as otherwise indicated) Table 4 Expressed in thousands of NTD |
|||||||
|---|---|---|---|---|---|---|---|
| 9% | 0% | 0% | 0% | 12% | 1% | 0% | |
| 1,048,725 $ |
- | 46,131 | 21,130 | 1,478,273 | 90,031) ( |
64,824) ( |
|
| Approximately the same with third party transactions |
Approximately the same with third party transactions |
Approximately the same with third party transactions |
Approximately the same with third party transactions |
Approximately the same with third party transactions |
Approximately the same with third party transactions |
Approximately the same with third party transactions |
|
| Approximately the same with third party transactions |
Approximately the same with third party transactions |
Approximately the same with third party transactions |
Approximately the same with third party transactions |
Approximately the same with third party transactions |
Approximately the same with third party transactions |
Approximately the same with third party transactions |
|
| Approximately the same with third party transactions |
Approximately the same with third party transactions |
Approximately the same with third party transactions |
Approximately the same with third party transactions |
Approximately the same with third party transactions |
Approximately the same with third party transactions |
Approximately the same with third party transactions |
|
| (8%) | 0% | 0% | 0% | (7%) | 1% | 1% | |
| 9,142,682) ($ |
53,120) ( |
337,353) ( |
97,058) ( |
7,281,111) ( |
694,922 | 350,704 | |
| (Sales) | (Sales) | (Sales) | (Sales) | (Sales) | Purchase | Purchase | |
| Other related parties | Other related parties | Other related parties | Other related parties | Other related parties | Other related parties | Other related parties | |
| G.M.I Technology Inc. | Actions Semiconductor Co., Ltd. | C-Media Electronics Inc. | G.M.I Technology Inc. | G.M.I Technology Inc. | Greatek Electronics Inc. | Greatek Electronics Inc. | |
| Realtek Semiconductor Corporation | Realtek Semiconductor Corporation | Realtek Semiconductor Corporation | RayMX Microelectronics Corp. | Realtek Singapore Private Limited | Realtek Semiconductor Corporation | Realtek Singapore Private Limited |
-267-
| Table 5 Amount Action taken Amount collected subsequent to the balance sheet date Allowance for doubtful accounts Creditor Counterparty Relationship with the counterparty Balance as at December 31, 2022 Turnover rate Overdue receivables Receivables from related parties reaching NT$100 million or 20% of paid-in capital or more December 31, 2022 Expressed in thousands of NTD (Except as otherwise indicated) |
10,593 $ |
- |
|---|---|---|
| 691,384 $ |
727,379 | |
| - | - | |
| $ - | - | |
| 6.50 | 5.17 | |
| 1,048,725 $ |
1,478,273 | |
| Other related parties |
Other related parties |
|
| G.M.I Technology Inc. | G.M.I Technology Inc. | |
| Realtek Semiconductor Corporation | Realtek Singapore Private Limited |
-268-
| General ledger account Amount Transaction terms Percentage of consolidated total operating revenues or total assets (Note 3) Number (Note 1) Company name Counterparty Relationship (Note 2) Transaction (Except as otherwise indicated) REALTEK SEMICONDUCTOR CORPORATION Significant inter-company transactions during the reporting period For the year ended December 31, 2022 Table 6 Expressed in thousands of NTD |
0.04% |
0.12% | 0.02% | 0.56% | 0.15% | 2.25% | 0.06% | 0.56% | 0.04% | 0.22% | 0.01% | 0.14% | 0.04% | 0.17% | 0.01% | 0.06% | 0.03% | 0.01% | 0.04% | Note 1: The numbers filled in for the transaction company in respect of inter-company transactions are as follows: (1) Parent company is ‘0’. (2) The subsidiaries are numbered in order starting from ‘1’. Note 2: Relationship between transaction company and counterparty is classified into the following three categories; fill in the number of category each case belongs to (If transactions between parent company and subsidiaries or between subsidiaries refer to the same transaction, it is not required to disclose twice. For example, if the parent company has already disclosed its transaction with a subsidiary, then the subsidiary is not required to disclose the transaction; for transactions between two subsidiaries, if one of the subsidiaries has disclosed the transaction, then the other is not required to disclose the transaction.): (1) Parent company to subsidiary. (2) Subsidiary to parent company. (3) Subsidiary to subsidiary Note 3: Regarding percentage of transaction amount to consolidated total operating revenues or total assets, it is computed based on period-end balance of transaction to consolidated total assets for balance sheet accounts and based on accumulated transaction amount for the period to consolidated total operating revenues for income statement accounts. Note 4: Only transactions above NT$10 million are disclosed. Transactions of related parties are not further disclosed here. |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| No similar transaction can be compared with. Transaction prices and terms are determined in accordance with mutual agreement. |
No similar transaction can be compared with. Transaction prices and terms are determined in accordance with mutual agreement. |
No similar transaction can be compared with. Transaction prices and terms are determined in accordance with mutual agreement. |
No similar transaction can be compared with. Transaction prices and terms are determined in accordance with mutual agreement. |
No similar transaction can be compared with. Transaction prices and terms are determined in accordance with mutual agreement. |
No similar transaction can be compared with. Transaction prices and terms are determined in accordance with mutual agreement. |
No similar transaction can be compared with. Transaction prices and terms are determined in accordance with mutual agreement. |
No similar transaction can be compared with. Transaction prices and terms are determined in accordance with mutual agreement. |
No similar transaction can be compared with. Transaction prices and terms are determined in accordance with mutual agreement. |
No similar transaction can be compared with. Transaction prices and terms are determined in accordance with mutual agreement. |
No similar transaction can be compared with. Transaction prices and terms are determined in accordance with mutual agreement. |
No similar transaction can be compared with. Transaction prices and terms are determined in accordance with mutual agreement. |
No similar transaction can be compared with. Transaction prices and terms are determined in accordance with mutual agreement. |
No similar transaction can be compared with. Transaction prices and terms are determined in accordance with mutual agreement. |
No similar transaction can be compared with. Transaction prices and terms are determined in accordance with mutual agreement. |
No similar transaction can be compared with. Transaction prices and terms are determined in accordance with mutual agreement. |
No similar transaction can be compared with. Transaction prices and terms are determined in accordance with mutual agreement. |
No similar transaction can be compared with. Transaction prices and terms are determined in accordance with mutual agreement. |
No similar transaction can be compared with. Transaction prices and terms are determined in accordance with mutual agreement. |
||
| $ 49,959 | 132,850 | 18,801 | 623,576 | 169,841 | 2,812,029 | 73,699 | 628,378 | 41,456 | 245,414 | 14,724 | 151,947 | 40,600 | 186,317 | 7,537 | 67,041 | 36,193 | 15,674 | 49,959 | ||
Other receivables |
Technical service fees | Other payables | Technical service fees | Other payables | Technical service fees | Prepaid account | Technical service fees | Other payables | Technical service fees | Other payables | Technical service fees | Other payables | Technical service fees | Other payables | Technical service fees | Technical service fees | Technical service fees | Other receivables | ||
| � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | ||
| RayMX Microelectronics Corp. |
Realtek Korea Inc. | Realtek Korea Inc. | Ubilinx Technology Inc. | Ubilinx Technology Inc. | Realsil Microelectronics Corp. | Realsil Microelectronics Corp. | Realtek Semiconductor(Shen Zhen) Corp. | Realtek Semiconductor(Shen Zhen) Corp. | Cortina Access Inc. | Cortina Access Inc. | Cortina Network Systems (Shanghai) Co. Ltd. | Cortina Network Systems (Shanghai) Co. Ltd. | Cortina Systems Taiwan Limited | Cortina Systems Taiwan Limited | Realtek Semiconductor (Japan) Inc. | Realtek Viet Nam Co., Ltd | Realtek Semiconductor (Malaysia) Sdn.Bhd | RayMX Microelectronics Corp. | ||
| Realtek Semiconductor Corporation | Realtek Semiconductor Corporation | Realtek Semiconductor Corporation | Realtek Semiconductor Corporation | Realtek Semiconductor Corporation | Realtek Singapore Private Limited | Realtek Singapore Private Limited | Realtek Singapore Private Limited | Realtek Singapore Private Limited | Realtek Singapore Private Limited | Realtek Singapore Private Limited | Realtek Singapore Private Limited | Realtek Singapore Private Limited | Realtek Singapore Private Limited | Realtek Singapore Private Limited | Realtek Singapore Private Limited | Realtek Singapore Private Limited | Realtek Singapore Private Limited | Realtek Singapore Private Limited | ||
| � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
-269-
| Balance as at December 31, 2022 Balance as at December 31, 2021 Number of shares Ownership (%) Book value Net profit (loss) of the investee for the year ended December 31, 2022 Investment income (loss) recognised by the Company for the year ended December 31, 2022 Footnote Investor Investee Location Main business activities Initial investment amount Shares held as at December 31, 2022 Table 7 Expressed in thousands of NTD (Except as otherwise indicated) |
Subsidiary | Subsidiary | Subsidiary | Subsidiary | Subsidiary | Subsidiary | Subsidiary | Subsidiary | Subsidiary | Subsidiary | Subsidiary | Subsidiary |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 136,075) ($ |
69,393 | 15,286,889 | 39,716) ( |
6,459 | 117,565 | 16,284 | 85,095) ( |
5,547) ( |
37) ( |
184 | 20,948) ( |
|
| 76,336) ($ |
69,393 | 15,285,229 | 33,218) ( |
27,379) ( |
117,565 | 16,284 | 85,095) ( |
5,547) ( |
37) ( |
276 | 22,073) ( |
|
| $ - | 3,735,840 | 47,105,531 | - | - | 6,925,958 | 691,262 | 422,217 | 259,432 | 5,030 | 19,436 | 5,269) ( |
|
| - | 100% | 100% | - | - | 100% | 100% | 100% | 100% | 100% | 66.67% | 100% | |
| - | 41,432 | 116,059,638 | - | - | 200,000,000 | 28,000,000 | 25,000,000 | 29,392,985 | 500,000 | 1,918,910 | 2,000,000 | |
| $ 13,676,922 | 4,358,823 | 3,928,798 | 3,047,285 | 3,159,429 | 5,538,000 | 280,000 | 250,000 | 293,930 | 5,000 | 19,189 | 20,000 | |
| $ - | 4,833,896 | 4,357,007 | - | - | 6,141,600 | 280,000 | 250,000 | 293,930 | 5,000 | 19,189 | 20,000 | |
| Investment holdings | Investment holdings | ICs manufacturing, design, research, development, sales, and marketing |
Investment holdings | Investment holdings | Investment holdings | Investment holdings | Investment holdings | Investment holdings | ICs manufacturing, design, research, development, sales, and marketing |
Manufacturing and installation of computer equipment and wholesasle, retail and related services of electronic materials and information/software |
ICs manufacturing, design, research, development, sales, and marketing |
|
| British Virgin Islands |
British Virgin Islands |
Singapore | Cayman Islands |
Cayman Islands |
Singapore | Taiwan | Taiwan | Taiwan | Taiwan | Taiwan | Taiwan | |
| Leading Enterprises Limited | Amber Universal Inc. | Realtek Singapore Private Limited |
Bluocean Inc. | Talent Eagle Enterprise Inc. | Realtek Investment Singapore Private Limited |
Realsun Investments Co., Ltd. | Hung-wei Venture Capital Co., Ltd. |
Realking Investments Co., Ltd. | Realsun Technology Corporatioin |
Bobitag Inc. | AICONNX Technology Corporation |
|
| Realtek Semiconductor Corporation |
Realtek Semiconductor Corporation |
Realtek Semiconductor Corporation |
Realtek Semiconductor Corporation |
Realtek Semiconductor Corporation |
Realtek Semiconductor Corporation |
Realtek Semiconductor Corporation |
Realtek Semiconductor Corporation |
Realtek Semiconductor Corporation |
Realtek Semiconductor Corporation |
Realtek Semiconductor Corporation |
Realtek Semiconductor Corporation |
-270-
| Balance as at December 31, 2022 Balance as at December 31, 2021 Number of shares Ownership (%) Book value Net profit (loss) of the investee for the year ended December 31, 2022 Investment income (loss) recognised by the Company for the year ended December 31, 2022 Footnote Investor Investee Location Main business activities Initial investment amount Shares held as at December 31, 2022 Table 7 Expressed in thousands of NTD (Except as otherwise indicated) |
Investments accounted for under equity method |
Investments accounted for under equity method |
Investments accounted for under equity method |
Investments accounted for under equity method |
Investments accounted for under equity method |
Sub-Subsidiary | Sub-Subsidiary | Sub-Subsidiary | Sub-Subsidiary | Sub-Subsidiary |
|---|---|---|---|---|---|---|---|---|---|---|
| (2,822) $ |
(6,811) | 2,465) ( |
5,668) ( |
2,957) ( |
176) ( |
45 | 23) ( |
138,531 | 17,389 | |
| (47,721) $ |
(13,674) | 24,645) ( |
24,645) ( |
24,645) ( |
176) ( |
45 | 23) ( |
138,531 | 17,389 | |
| $ 2,276 | 135,808 | 7,242 | 16,655 | 8,690 | 1,971 | 7,950 | 1,121 | 2,138,374 | 926,727 | |
| 6.89% | 37.38% | 10% | 23% | 12% | 100% | 100% | 100% | 100% | 100% | |
| 2,000,000 | 20,000,000 | 1,000,000 | 2,300,000 | 1,200,000 | 400 | 300,000 | - | 2,825,000 | 16,892 | |
| $ 110,000 | 200,000 | 10,000 | 23,000 | 12,000 | 4,812 | 8,307 | 5,326 | 782,243 | 1,131,026 | |
| $ 110,000 | 200,000 | 10,000 | 23,000 | 12,000 | 4,627 | 9,212 | 5,901 | 867,501 | 1,254,299 | |
| Research and development, design, manufacturing, sales and other services of electronic components, information/Software and integrated circuits. |
Venture capital activities | Research and development, design, manufacturing, sales and other services of electronic components, information/Software and integrated circuits. |
Research and development, design, manufacturing, sales and other services of electronic components, information/Software and integrated circuits. |
Research and development, design, manufacturing, sales and other services of electronic components, information/Software and integrated circuits. |
Information collection and technical support |
Investment holdings | Information services and technical support |
Investment holdings | R&D and technical support | |
| Taiwan | Taiwan | Taiwan | Taiwan | Taiwan | Japan | Mauritius | Hong Kong | Mauritius | U.S.A | |
| Estinet Technologies Incorporation |
Innorich Venture Capital Corp. | Starmems Semiconductor Corporation |
Starmems Semiconductor Corporation |
Starmems Semiconductor Corporation |
Realtek Semiconductor (Japan) Corp. |
Circon Universal Inc. | Realtek Semiconductor (Hong Kong) Limited |
Empsonic Enterprises Inc. | Cortina Access Inc. | |
| Realtek Semiconductor Corporation |
Realking Investments Co., Ltd. | Realking Investments Co., Ltd. | Realsun Investments Co., Ltd. | Hung-wei Venture Capital Co., Ltd. |
Leading Enterprises Limited | Leading Enterprises Limited | Amber Universal Inc. | Realtek Singapore Private Limited | Realtek Singapore Private Limited |
-271-
| Balance as at December 31, 2022 Balance as at December 31, 2021 Number of shares Ownership (%) Book value Net profit (loss) of the investee for the year ended December 31, 2022 Investment income (loss) recognised by the Company for the year ended December 31, 2022 Footnote Investor Investee Location Main business activities Initial investment amount Shares held as at December 31, 2022 Information on investees For the year ended December 31, 2022 Table 7 Expressed in thousands of NTD (Except as otherwise indicated) |
Sub-Subsidiary | Sub-Subsidiary | Sub-Subsidiary | Sub-Subsidiary | Sub-Subsidiary | Sub-Subsidiary | Sub-Subsidiary | Sub-Subsidiary | Note�The amount of foreign currencies denominated in New Taiwan dollars in this table, which related to income and expenses were re-translated at the average exchange rate from January 1, 2022 to December 31, 2022, others were re-translated at the exchange rate prevailing at the end of the financial reporting period. |
|---|---|---|---|---|---|---|---|---|---|
| 23,963 $ |
2,421 | 59,739 | 6,498 | 33,838) ( |
14,021 | 2,357 | 5,624 | ||
| 23,963 $ |
2,421 | 76,336) ( |
33,218) ( |
27,379) ( |
14,021 | 2,327 | 5,624 | ||
| $ 75,126 | 85,185 | 14,287,695 | 3,506,802 | 2,377,010 | 296,291 | 67,368 | 54,047 | ||
| 100% | 100% | 100% | 100% | 100% | 100% | 100% | 100% | ||
| 21,130,000 | 4,000,000 | 34,630 | 110,050,000 | 114,100,000 | 60,000,000 | 10,450,000 | 200,000 | ||
| $ 55,380 | 110,760 | - | - | - | 1,661,400 | 69,275 | - | ||
| $ 61,416 | 122,832 | 15,167,602 | 3,379,415 | 3,503,783 | 1,842,480 | 72,519 | 48,177 | ||
| R&D and technical support | R&D and technical support | Investment holdings | Investment holdings | Investment holdings | R&D and information services | R&D and information services | R&D and information services | ||
| Taiwan | Vietnam | British Virgin Islands |
Cayman Islands |
Cayman Islands |
U.S.A | Malaysia | Korea | ||
| Cortina Systems Taiwan Limited | Realtek Viet Nam Co., Ltd. | Leading Enterprises Limited | Bluocean Inc. | Talent Eagle Enterprise Inc. | Ubilinx Technology Inc. | Realtek Semiconductor (Malaysia) Sdn. Bhd. |
Realtek Korea Inc. | ||
| Realtek Singapore Private Limited | Realtek Singapore Private Limited | Realtek Singapore Private Limited | Realtek Singapore Private Limited | Realtek Singapore Private Limited | Talent Eagle Enterprise Inc. | Bluocean Inc. | Bluocean Inc. |
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| Remitted to Mainland China Remitted back to Taiwan Footnote Accumulated amount of remittance from Taiwan to Mainland China as of December 31, 2022 Net income of investee for the year ended December 31, 2022 Investee in Mainland China Main business activities Paid-in Capital Investment method (Note1) Accumulated amount of remittance from Taiwan to Mainland China as of January 1, 2022 Ownership held by the Company (direct or indirect) Investment income (loss) recognised by the Company for the year ended December 31, 2022 (Note2(2)) Book value of investment in Mainland China as of December 31, 2022 Accumulated amount of investment income remitted back to Taiwan as of December 31, 2022 Amount remitted from Taiwan to Mainland China/Amount remitted back to Taiwan for the year ended December 31, 2022 |
Cortina Network Systems (Shanghai) Co., Ltd. R&D and technical support 110,549 $ (2) 110,549 $ $ - $ - 110,549 $ 10,346 $ 100% 10,346 $ 112,605 $ $ - Realsil Microelectronics Corp. R&D and technical support 859,824 (2) 859,824 - - 859,824 146,081 100% 146,081 2,133,820 - Realtek Semiconductor (Shen Zhen) Corp. R&D and technical support 153,540 (2) 153,540 - - 153,540 21,793 100% 21,793 311,475 - RayMX Microelectronics Corp. ICs manufacturing, design, research, development, sales, and marketing 115,838 (2) 115,838 - - 115,838 21,114) ( 100% 21,114) ( 382,720 - Suzhou Pankore Integrated Circuit Technology Co. Ltd. ICs manufacturing, design, research, development, sales, and marketing 44,129 (2) 44,129 - - 44,129 83,656) ( 100% 83,656) ( 141,859) ( - Company name Accumulated amount of remittance from Taiwan to Mainland China as of December 31, 2022 Investment amount approved by the Investment Commission of the Ministry of Economic Affairs (MOEA) Ceiling on investments in Mainland China imposed by the Investment Commission of MOEA Cortina Network Systems (Shanghai) Co., Ltd. 110,549 $ 110,549 $ $ 28,051,940 Realsil Microlectronics Corp. 859,824 859,824 Realtek Semiconductor (Shan Zhen) Corp. 153,540 153,540 RayMX Microelectronics Corp. 115,838 115,838 Suzhou Pankore Integrated Circuit Technology Co. Ltd. 44,129 44,129 Note 1: Investment methods are classified into the following three categories; fill in the number of category each case belongs to: (1) Directly invest in a company in Mainland China. (2) Through investing in an existing company in the third area, which then invested in the investee in Mainland China. (3) Others. |
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