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Scientech AGM Information 2024

Jun 28, 2024

52347_rns_2024-06-28_ed5219b9-2d21-4688-ace9-669576370bde.pdf

AGM Information

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SCIENTECH CORPORATION 2024 ANNUAL SHAREHOLDERS’ MEETING MIMUTES

Type of Meeting: Physical shareholders’ meeting

Time and Date: June 14, 2024 at 9 a.m

Place: 2nd Floor, No. 14, Zhonghua Road, Hukou Township, Hsinchu County

Total outstanding SCIENETECH shares (excluding shares with no voting right as provided by Article 179 of the Company Law) 80,328,000 shares

Total shares represented by shareholders present in person or by proxy 50,608,790 shares (including electronic voting 12,732,501 shares)

Percentage of shares held by shareholders present in person or by proxy 63.00%

Directors present:HUNG-LIANG HSIEH, Independent director CHENG-LI YANG (audit committee convener and the member of the remuneration committee), Independent director SUNG-JEN FANG (the member of the audit committee and the remuneration committee), MING-CHI HSU, Han-Liang Hu,,FULLWAY INVESTMENT

CORPORATION( Representative of a legal person: Hung-Yu Chen), WEI-LIN HSIEH; Total seven directors is present

Attendees person:HUI-MIN HUANG (CPA), Yung-Che Wu, Hung-Yu Chen (Spokesperson), Shao-Che Chuang (Associate vice president, Accounting Division), Chi Wu (Manager of the Audit Office)

Chairman:HUNG-LIANG HSIEH Secretary: Shu-Chen, Shen

The aggregate shareholding of the shareholders present by person or by proxy constituted a quorum. The chairman called the meeting to order.

One. Chairman’s Address (omitted)

Two. Reports

Proposal 1 2023 Business Report (see attachment I)

Proposal 2 : Audit Committee Review Report for 2023 (see attachment II)

Proposal 3 : The convener of the Audit Committee reports on the communication between

himself/herself, members of the independent directors, and the chief internal auditor.

Description:

The Company’s Audit Committee is composed entirely of independent directors. Every month the chief internal audit officer submits the audit report of the previous period to the independent directors. If the directors have comments on the report or need more information, the chief internal audit officer will immediately offer assistance or provide relevant information to the

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independent directors for their understanding. The Company convenes an Audit Committee meeting at least quarterly, during which the chief internal audit officer reports to the independent directors about the implementation of the internal audit operation and the relevant internal control problems spotted therefrom; the independent directors may raise questions to gain insights into the problems and have a good grasp of the problems with the internal control system, and may instruct that the audit content be strengthened; a special meeting may be called at any time in case of any material anomaly.

Proposal 4 Remuneration for employees and directors of 2023.

Description:

The Company’s employee remuneration and director remuneration for 2023 stood at 70,000 thousand and 9,000 thousand, respectively, constituting 8.26% and 1.06%, respectively, of the profit before tax of 2023 in the amount of $847,675,642 (excluding directors’ remuneration and employee remuneration), which complies with the Company’s Articles of Incorporation.

Description:

  • (I) According to Article 20 of the Company’s Articles of Incorporation, the Board of Directors has the power to draft an earnings distribution proposal, and may decide on the distribution proportion of cash dividends through a resolution, which shall then be reported to the Shareholders' Meeting.

  • (II) From among the earnings of 2023, the Board of Directors distributed shareholder dividends in the amount of 321,312,000 dollars in cash, that is 4.0 dollars for each share held. Dividends distributed were rounded to the nearest integral; fractional dividends less than 1 dollar were aggregated and recognized as the Company’s other income

  • (III) This proposal was passed by the Board of Directors through a resolution. If subsequently the dividend payout ratio is changed because the number of the Company’s outstanding shares is changed due to the Company’s buying back treasure shares or retiring expired treasury shares, or due to any other reason, it is proposed that the Shareholders’ Meeting authorize the Chairman of the Board to adjust the shareholder dividend ratio based on the total dividend amount indicated in the Earnings Distribution Proposal approved this time.

  • Proposal 6 : Amendment to the Company’s Regulations Governing Procedure for Board of

  • Directors Meetings (see attachment III )

2

Three.Acceptance

Proposal 1 (Proposed by the Board of Directors)

Subject Matter: The Company’s 2023 Business Report and Financial Statements (including the

Consolidated Financial Statements), proposed for acceptance.

Description:

The Company’s Business Report of 2023 has been reported in Proposal 1 in the Reports session, and is submitted to the Shareholders' Meeting for acceptance. The Company’s 2023 Financial Statements and Consolidated Financial Statements were all be audited by CPA Hui-Min Huang and CPA Chih-Ming Shao from Deloitte & Touche Taiwan. (see attachment IV ).

Voting Results:Shares represented at the time of voting 50,608,790

Voting Results % of the total represented sharepresent
Votes in favor:42,653,862 votes 84.28%
Votes against:6,353 votes 0.01%
Votes invalid:0 votes 0%
Votes abstained:7,948,575 votes 15.70%

RESOLVED, that the 2023 Business Report and Financial Statements were hereby accepted as submitted.

Proposal 2 (Proposed by the Board of Directors)

Subject Matter: The Company’s Earnings Distribution Proposal, submitted for acceptance.

Description: Below is the Company’s Earnings Distribution Proposal presented in the form of tables.

Unit: New Taiwan dollar

Item Amount Description
Unappropriated earnings - beginningofperiod $ 1,428,232,169 4.0 dollars of cash
dividends for each share
Effect of retrospective application and retrospective
restatement
0
Reconciled unappropriated earnings - beginningofperiod 1,428,232,169
Cancellation of treasuryshares and retained earnings (12,247,067)
Defined benefits plan remeasurement recognized in
retained earnings
(173,905)
Reconciled unappropriated earnings 1,415,811,197
Netprofits for theperiod 650,302,145
Legal reserveprovision(10%) (63,788,117)
Special reserveprovision 33,379,898
Distributable earnings of thisperiod 2,035,705,123
Distribution item: shareholder dividends (321,312,000)
Unappropriated earnings - end ofperiod 1,714,393,123
Note:

3

Item Amount Description
(1) The Company's paid-in capital is 803,280,000 dollars which is divided into 80,328,000 issued shares,
leaving the number of outstanding shares at 80,328,000 shares
(2) If subsequently the dividend payout ratio is changed because the number of the Company’s
outstanding shares is changed due to the Company’s buying back treasure shares or retiring expired
treasury shares, or due to any other reason, it is proposed that the Board of Directors authorize the
Chairman of the Board to adjust the shareholder dividend ratio based on the total dividend amount
indicated in the Earnings Distribution Proposal approved this time.
(3) Source of the earnings distributed: NT$321,312 dollars of the Company’sprofit after tax of 2023.

==> picture [34 x 35] intentionally omitted <==

Chairman of the Board: HUNG-LIANG Manager: Accounting Manager: HSIEH MING-CHI HSU SHAO-CHE CHUANG

Voting Results:Shares represented at the time of voting 50,608,790

Voting Results % of the total represented sharepresent
Votes in favor:42,654,097 votes 84.28%
Votes against:6,477 votes 0.01%
Votes invalid:0 votes 0%
Votes abstained:7,948,216 votes 15.70%

RESOLVED, that the above proposal was hereby approved as proposed

Four. Directors Election

Proposal 1 (Proposed by the Board of Directors)

Subject Matter: The company's proposal to re-elect directors (including independent directors) is submitted for election

Description:

  • (I) The term of office of the current directors (including independent directors) expires on July 27, 2023. Cooperate with the 2024 Annual General Meeting of Shareholders, Re-elected 9 directors (including 4 independent directors). The newly elected directors (including independent directors) will take office immediately after the 2024 regular shareholders' meeting, and their term will be from June 14, 2024 to June 13, 2027. The original term of directors will end when the regular shareholders’ meeting is completed in 2024; the four independent directors will naturally become members of the company’s audit committee in accordance with the law.

  • (II)The election of directors is based on the candidate nomination system of Article 192-1 of the Company Law, and the shareholders' meeting selects directors from the list of director candidates.

Election results

ection results
Title Name Elected Votes
Director Hung-LiangHsieh 65,797,217

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Title Name Elected Votes
Director Ming-Chi Hsu 49,592,403
Director Chung-Ho Shaw 53,382,771
Director Han-LiangHu 52,692,424
Director Wei-Lin Hsieh 41,748,635
Independent Cheng-Li Yang 31,932,423
Independent Sung-Jen Fang 27,677,162
Independent Shui-Chuan, Shin 26,463,540
Independent Chun-Chi, Lin 25,132,849

Five. Discussions :

Proposal 1 (Proposed by the Board of Directors)

Subject Matter: Proposal to Exempt Directors from Participating in competitive Businesses.

Description:

  • (I) According to Article 209 of the Company Law, if a director commits an act within the scope of the company's business for himself or others, he must explain the important content of his act to the shareholders' meeting and obtain its permission.

  • (II) The directors of the company may invest in or operate other companies with the same or similar business scope as the company and serve as directors. In order to recruit professionals to serve as directors of the company, without damaging the rights and interests of the company, it is planned to propose to shareholders The meeting agrees that directors and their representatives are not subject to the prohibition of non-competition by directors in Article 209 of the Company Law, in order to facilitate the promotion of business. please refer to Attachment V of this handbook.

Voting Results:Shares represented at the time of voting 50,608,790

Voting Results % of the total represented sharepresent
Votes in favor:40,678,289 votes 80.37%
Votes against:1,939,265 votes 3.83%
Votes invalid:0 votes 0%
Votes abstained:7,991,236 votes 15.79%

RESOLVED, that the above proposal was hereby approved as proposed

Six. Extempore Motion:

There being no other business and special motion, upon a motion duly made and seconded, the meeting was adjourned.

There is no questions from shareholders at this shareholders’ meeting.

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Chapter 3. Attachments

I. 2023 Business Report Dear Scientech Shareholders:

2023 operating results:

In 2023, the Company has seen a consolidated operating revenue of NT$6,911,981thousand, an increase of NT$1,261,995 thousand from last year; operating profit of NT$717,722 thousand , an increase of NT$7,424 thousand from last year; an income before tax of NT$860,344 thousand, an increase of NT$124,458 thousand from last year; a net income of NT$650,302 thousand (net of the income tax of NT$210,042 thousand), an increase of NT$ 81,719 thousand from last year; and an EPS of NT$8.10 dollars.

Item 2023 2022 Amount
increased or
decreased
Growth rate
Operatingrevenue 6,911,981 5,649,986 1,261,995 22%
Operating grossprofit 2,201,332 2,084,286 117,046 6%
Operating profit 717,722 710,298 7,424 1%
Netprofit before tax 860,344 735,886 124,458 17%
Netprofit after tax 650,302 568,583 81,719 14%
Earnings per share (NT$)
(after taxes)
8.10 7.08 1.02 14%
  • II. Outline of the 2024 Business Plan:

  • (I) Business policy and important production and marketing policies

  • Having mastered the key R&D technologies requisite for independently making semiconductor wet process equipment (both single-wafer processing and batch-wafer processing), the Company has demonstrated considerable competitive advantages at both the front-end and the back-end of semiconductor process. After all the years of R&D, all models of the Temporary Bonding/Debonding System (TBDB) series have all been successfully developed and put to business use; such models have become an important revenue source for the Company. Going forward this year, we will continue to enhance our R&D strength and production capacity and develop new applications, so as to meet customer needs and thus create long-term favorable development conditions for our Equipment Manufacturing business.

  • In terms of wafer reclaim, to satisfy the customers’ needs for the advanced semiconductor process, the Company has been actively engaged in developing new process and improving existing process. On the 300mm wafer reclaim front, the Company is competent at the 16nm process, and will improve the mass production efficiency of the 16nm process and move forward to attain more advanced process capability this year. At present, Scientech has completed the development of the surface processing technology of aluminum nitride (AlN) wafers and constructed production lines for reclaim of silicon carbide (SiC) wafers and gallium nitride (GaN) wafers, generating new sources of revenue and profits in addition to those from Si wafer reclaim.

  • 3.Upholding the R&D spirit as always, the Company actively develops semiconductor/FPD/LED machinery and more advanced wafer processing technologies

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while competing for new products for our agent business; in 2024, the Company will diversify operating risks and generate revenues and profits from more diversified sources.

(II) Expected sales and its bases

Revenue is expected to grow in 2024, judging from current market conditions, prospects of development for the semiconductor/compound semiconductor/FPD/OLED industries, and the scaled-up operations with respect to Equipment Manufacturing.

III. Future development strategies

To catch up with industrial development, the Company will strive to boost the agent business in different fields while grasping the development of technologies requisite for equipment manufacturing, broadening the applications of wafer reclaim, and consolidating markets and R&D capability, thereby boosting our competitiveness.

  • IV. Impact of external competition, regulatory environment, and macroeconomic environment

The semiconductor industry scales up due to demands from the various industries such as human-machine interface, digital media, artificial intelligence, and the Internet of Things. With clients successively launching their 10/7/5/3 nm advanced process, capital expenditure on semiconductor equipment will be driven up, which is a favorable factor for the Company’s development.

Once again, we would like to say thank you to all shareholders, directors, clients, and suppliers for their offering long-term support and encouragement to the Company. In a new year going forward, we will uphold the idea of sustainable operations and keep improving ourselves so that we meet your expectations for Scientech.

We wish you all good health and good luck!

==> picture [33 x 35] intentionally omitted <==

Chairman of the Board: Manager: Accounting Manager: HUNG-LIANG HSIEH MING-CHI HSU SHAO-CHE CHUANG

7

II. Audit Committee Review Report for 2023

SCIENTECH CORPORATION

Audit Committee Review Report

After reviewing the 2023 Business Report, Earnings Distribution Proposal, Individual and Consolidated Financial Statements (including the balance sheet, statement of comprehensive income, statement of changes in equity, and statement of cash flows) that were prepared by the Company’s Board of Directors, the Audit Committee did not find any non-conformities, and thus prepared this report in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.

Very Truly

Yours,

Scientech Corporation Board of Directors

==> picture [42 x 36] intentionally omitted <==

Audit Committee Convener: Cheng-Li Yang

February 29, 2024

8

III. Regulations Governing Procedure for Board of Directors Meetings before and after amendment.

Article Before amendment After amendment Remarks
5-6-5 When the meeting time is due and
one-half all board directors are not
present, the meeting chair may
announce that the meeting time
will be postponed on the same day,
provided that no more than two
postponements are made. If the
quorum is still not met after two
postponements, the chair may re-
convene the meeting following the
proceduresprovided in 5-1-2
When the meeting time is due and
one-half all board directors are not
present, the meeting chair may
announce that the meeting time
will be postponed on the same day,
provided that no more than two
postponements are made. If the
quorum is still not met after two
postponements, the chair may re-
convene the meeting following the
proceduresprovided in 5-1-2
with the
amendment of
laws
5-9-4 (N/A) During the proceedings of a board
meeting, if the chair is unable to
chair the meeting or fails to
declare the meeting closed as
provided in paragraph5-9-2,the
provisions of paragraph5-5-3
shall apply mutatis mutandis to
the selection of the deputy to act
inplace thereof.
with the
amendment of
laws

9

IV. 2023 Consolidated Financial Statements and Individual Financial Statements

Independent Auditors’ Report

To SCIENTECH CORPORATION:

Audit opinion

We have audited the consolidated balance sheet of SCIENTECH CORPORATION and its subsidiaries (collectively referred to as the “Group” hereinafter) as of December 31, 2023 and 2022, and the consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flow for the period from January 1 through December 31, 2023and 2022, and the notes to the consolidated financial statements (including the summary of significant accounting policies).

In our opinion, the said consolidated financial statements were prepared 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 were approved and promulgated by the Financial Supervisory Commission (FSC), and thus presented fairly, in all material aspects, the consolidated financial position of The Group as of December 31, 2023 and 2022, and the consolidated financial performance and cash flows for the period from January 1 through December 31, 2023 and 2022.

Basis of Audit Opinion

We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Consolidated Financial Statements section of our report. We were independent of The Group in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China and fulfilled all other responsibilities thereunder. 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 refer to, based on our professional judgment, the most important matters for auditing the Group’s consolidated financial statements of 2023. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these issues.

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Key audit matters for the Group's consolidated financial statements for the year ended December 31, 2023 are stated as follows:

Revenue recognition

The Group’s 2023 operating revenue from manufacturing of machinery and from sale of machinery in the capacity of an agent is material to the overall presentation of the consolidated financial statements. Revenue from machinery should be recognized upon the fulfillment of obligations. Since the company might recognize product sale revenue when such revenue does not qualify for the recognition criteria, revenue recognition is thus listed as the key audit matter.

Our main audit procedures to address the said matter included testing the effectiveness of the design and implementation of the internal control system pertaining to the recognition of machinery sale and discussing with the management about whether the accounting policy for revenue recognition is appropriate and consistently adopted; we also sampled customer sales documents to verify the transaction terms on the order or sale contract and check the acceptance certificate signed off by customers, so as to assess the correctness of the recognized revenue.

Other Matters

SCIENTECH CORPORATION has prepared the parent company only financial statements for the years ended December 31, 2023 and 2022, for which we have issued an audit report containing an unqualified opinion for reference.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

The management was responsible for fairly presenting these 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 were approved and promulgated by the Financial Supervisory Commission, and for maintaining the necessary internal control related to the preparation of these consolidated financial statements to ensure that these consolidated financial statements were free of material misstatements, whether due to fraud or errors.

During preparation of these consolidated financial statements, the management was also responsible for evaluating The Group’s ability to continue as a going concern, disclosing going concern matters, and applying the going concern basis of accounting, unless the management intended either to liquidate The Group or to terminate its operations, or had no feasible alternatives but to do so.

The Group’s governance body (including the Audit Committee) was responsible for supervising the financial reporting procedures.

11

Auditors' Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists in these consolidated financial statements. Misstatements can arise from fraud or error. Misstatements 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 exercised professional judgment and maintained professional skepticism throughout the audit. We also conduct the following tasks:

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

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

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

  4. Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on 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 auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.

12

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

  2. Obtain sufficient and 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 audit for the Group. 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 Group's consolidated financial statements for the year ended December 31, 2023 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.

Deloitte & Touche Taiwan

CPA: HUI-MIN HUANG CPA: CHIH-MING SHAO

Approval No. from the Financial Approval No. from the Securities and Futures Supervisory Commission Commission Jin-Guan-Zheng-Shen-Zi No.1070323246 Tai-Tsai-Cheng-Liu-Zi No. 0930128050

February 29, 2024

13

SCIENTECH CORPORATION and Subsidiaries

Consolidated Balance Sheets

As of December 31, 2023 and 2022

Unit: NT$ thousand

December31,2023 December31,2022
Code
Assets
Amount % Amount %
Current Assets
1100 Cash and cash equivalents (Notes 4 and 6) $ 4,660,977 25 $ 4,081,951 28
1110 Current financial assets at fair value through profit or loss(Notes 4
and 7) 7,529 - - -
1170 Notes receivable and accounts receivable (Notes 4, 9, and 20) 775,942 4 854,546 6
1180 Accounts receivable - related parties (Notes 4, 9, 20, and 27) 11,439 - 5,152 -
130X
Inventories (Notes 4, 10, and 24)
9,631,247 51 5,274,300 36
1410 Prepayments 1,158,475 6 1,807,348 13
1470 Other current assets (Notes 15, 27, and 28) 161,306
1 189,441
1
11XX
Total current assets
16,406,915
87 12,212,738
84
Non-current assets
1517 Financial assets at fair value through other comprehensive income
(Notes 4 and 8) 210,136 1 138,562 1
1550 Investments accounted for using equity method (Notes 4 and 12) 423,092 2 494,738 3
1600 Property, plant, and equipment (Notes 4, 13, and 24) 1,533,603 8 1,542,982 11
1755 Right-of-use assets (Notes 4 and 14) 80,680 1 68,436 -
1785 Patent right (Note 4) 952 - 1,212 -
1840 Deferred income tax assets (Notes 4 and 22) 156,634 1 110,147 1
1915 Prepayments for equipment (Note 13) 67,518 - 14,492 -
1975 Net defined benefit asset, non-current(Notes 4 and 18) 1,778 - 1,842 -
1990 Other non-current assets (Note 15) 41,539
- 34,720
-
15XX
Total non-current assets
2,515,932
13 2,407,131
16
1XXX Total Assets $ 18,922,847
100 $ 14,619,869
100
Code
Liabilities and Stockholders’ Equity
Current liabilities
2100 Short-term borrowings (Note 16) $
296,529
2 $
430,661
3
2130 Contract liability (Notes 4, 20 , and 27) 11,818,592 62 7,718,760 53
2170 Notes payable and accounts payable 1,873,273 10 2,156,868 15
2219 Other payables (Notes 13 , 17, and 27) 475,050 3 348,394 3
2230 Current income tax liabilities (Notes 4 and 22) 182,388 1 177,324 1
2252 Short-term warranty provision (Note 4) 53,119 - 41,158 -
2280 Lease liability (Notes 4, 14 , and 27) 12,223 - 7,323 -
2399 Other current liabilities 15,931
- 17,116
-
21XX
Total current liabilities
14,727,105
78 10,897,604
75
Non-current liabilities
2570 Deferred income tax liabilities (Notes 4 and 22) 134,634 1 76,185 1
2580 Lease liability (Notes 4, 14 , and 27) 71,855
- 63,594
-
25XX
Total non-current liabilities
206,489
1 139,779
1
2XXX
Total liabilities
14,933,594
79 11,037,383
76
Equity (Notes 4 and 19)
3110 Capital stock 803,280
4 811,390
5
3200 Capital surplus 685,901
4 728,964
5
Retained earnings
3310 Legal reserve 375,378 2 318,368 2
3320 Special reserve 33,380 - 14,306 -
3350 Unappropriated earnings 2,066,113
11 1,793,497
12
3300 Total retained earnings 2,474,871
13 2,126,171
14
Other equity
3410 Exchange differences arising in the translation of foreign
operations ( 10,578 ) - 2,415 -
3420 Unrealized valuation gains or losses on financial assets at fair
value through other comprehensive income 35,779
- ( 35,795)
-
3400 Total other equity interests 25,201
- ( 33,380)
-
3500 Treasury stock -
- ( 50,659)
-
3XXX
Total stockholders’ equity
3,989,253
21 3,582,486
24
Total Liabilities and Equity $ 18,922,847
100 $ 14,619,869
100

The accompanying notes are an integral part of the consolidated financial statements.

Chairman of the Board: HUNG-LIANG HSIEH

Accounting Manager: SHAO-CHE CHUANG

Manager: MING-CHI HSU

14

SCIENTECH CORPORATION and Subsidiaries

Consolidated Statement of Comprehensive Income

January 1 to December 31, 2023 and 2022

Unit: NT$ thousand; except earnings per share

Code
Operating revenue (Notes 4,
20, and 27)
4100
Goods sales revenue

4600
Services revenue
4800
Other operating revenue
4000
Total operating
revenue
5000
Operating cost (Notes 10 and
21)
5900
Operating gross profit
5910
Unrealized gains on
transactions with associates
(Note 4 and 12)
5950
Realized operating gross
profit
Operating expenses (Notes 9 ,
21, and 27)
6100
Marketing expenses
6200
General and
administrative
expenses
6300
R&D expenses

6000
Total operating
expenses
6900
Operating Income

Non-operating income and
expenses
7010
Other income,
others(Notes 4 , 7, and
27)
7020
Other gains and losses

(Continued)
2023 %
97

3
-

100

68

32
-

32

14

3
5

22

10


-

-
2022
%




























96

3
1
100
63
37
-
37
15

3
6
24
13

-

-

15

Code
7050
Financial cost (Notes 4,
21, and 27)
7060
Share of profit or loss of
associates accounted
for using equity
method (Notes 4 and
12)
7100
Income from
interests(Notes 4 )
7225
Gains on disposals of
investments(Notes 12)
7630
Exchange gains or losses
(Notes 4 and 31)
7670
Impairment loss

7000
Total non-operating
income and
expenses

7900
Net profits before tax

7950
Income tax expenses (Notes 4
and 22)

8200
Net profit in the current year

Other comprehensive (Note 4)
Items that will not be
reclassified to profit or
loss
8311
Re-measurements of
defined benefit
plans (Note 18)
8316
Unrealized
valuation gains or
losses on
investment in
equity
instruments at fair
value through
other
comprehensive
income
8349
Income tax related
to items that will
not be reclassified
(Note 22)
8310

(Continued)
Amount
( $ 4,587 )
(
30,649 )
121,266
80,634
(
54,695 )
(
916)


142,622

860,344

210,042


650,302

(
217 )
71,574

43


71,400
%

-

-

2

1
(
1 )

-


2

12

3


9


-

1

-


1
Amount
( $ 3,404 )
(
65,674 )

10,217

6,710

77,879

-


25,588


735,886

167,303


568,583


1,896
(
46,319 )
(
379)

(
44,802)
%

-
(
1 )

-

-

1

-

-
13

3
10

-
(
1 )

-
(
1)

16

(Continued)

Code
Items that will be
reclassified to profit or
loss
8361
Exchange
differences
arising in the
translation of
foreign
operations
8370
Share of other
comprehensive
income of
associates
accounted for
using the equity
method (Note 12)
8399
Income tax related
to items that
might be
reclassified (Note
22)
8360

8300
Other
comprehensive
income (net after
tax)
8500
Total comprehensive income
for the year
Earnings per share (Note 23)
9710
Basic

9810
Diluted
2023 %

-

-
-

-

1

10


2022
Amount
( $ 7,630 )
(
8,759 )

3,283

(
13,106)


58,294

$ 708,596


$ 8.10
$ 8.05
Amount
$ 26,840

7,228

6,823)

27,245


17,557)

$ 551,026

$ 7.08
$ 7.00
%







(

(








1

-
-
1
-
10

The accompanying notes are an integral part of the consolidated financial statements.

Chairman of the Board: Manager: Accounting Manager: HUNG-LIANG HSIEH MING-CHI HSU SHAO-CHE CHUANG

17

SCIENTECH CORPORATION and Subsidiaries Consolidated Statement of Changes in Equity January 1 to December 31, 2023 and 2022

Unit: NT$ thousand

Capital surplus
$ 625,640

103,324

-

-

-

-

-


728,964
(
12,761 )

-

-

-
(
30,302 )

-

-

$ 685,901
Retained earnings Retained earnings
Unappropriate
d earnings
$ 1,468,775

-
(
42,027 )
(
2,531 )
(
200,820 )

568,583

1,517

1,793,497

-
(
57,010 )
(
19,074 )
(
289,181 )
(
12,247 )

650,302
(
174)

$ 2,066,113
Other equity
Unrealized
valuation gains
or losses on
investment in
equity
instruments at
fair value
through other
comprehensive
income

$ 10,524

-

-

-

-

-
(
46,319)
(
35,795 )

-

-

-

-

-

-

71,574
$ 35,779
Treasury stock
( $ 50,659 )
-
-
-
-
-

-

(
50,659 )
-
-
-
-
50,659
-

-

$ -

Total
stockholders’
equity
Exchange
differences
arising in the
translation of
foreign
operations
( $ 24,830 )

-

-

-

-

-

27,245


2,415

113

-

-

-

-

-
(
13,106)

($ 10,578)
Legal reserve
$ 276,341

-

42,027

-

-

-

-


318,368

-

57,010

-

-

-

-

-

$ 375,378
Special reserve
$ 11,775

-

-

2,531

-

-

-


14,306

-

-

19,074

-

-

-

-

$ 33,380






























$ 3,128,956

103,324

-

-
(
200,820 )

568,583
(
17,557)
3,582,486
(
12,648 )

-

-
(
289,181 )

-

650,302

58,294
$ 3,989,253

The accompanying notes are an integral part of the consolidated financial statements.

Chairman of the Board: HUNG-LIANG HSIEH

Manager: MING-CHI HSU Accounting Manager: SHAO-CHE CHUANG

18

SCIENTECH CORPORATION and Subsidiaries Consolidated Statement of Cash Flows January 1 to December 31, 2023 and 2022

Unit: NT$ thousand

Code
Cash flow from operating activities
A10000
Net profits before tax

A20010
Income expenses
A20100
Depreciation
A20200
Amortization expense
A20300
Loss (Gain) on expected credit
impairment

A20900
Financial cost
A21200
Income from interests

A21300
Dividend Income

A20400
Net loss (gain) on financial assets
or liabilities at fair value
through profit or loss
A22300
Share of profit or loss of
associates accounted for using
equity method
A22500
(Gain) loss on disposal and
retirement of property, plant,
and equipment
A23100
Gain on disposal of investments
A23700
Impairment loss on non-financial
assets
A23900
Unrealized gains on transactions
with associates
A24100
Unrealized exchange loss (gain)
A29900
Defined benefit cost

A30000
Net changes in operating assets and
liabilities
A31150
Notes receivable and accounts
receivable
A31160
Accounts receivable - related
parties

A31200
Inventories

A31230
Prepayments
A31240
Other current assets
A32125
Contract liabilities

A32150
Notes receivable and accounts
receivable

A32180
Other accounts payable
A32200
Short-term warranty provision
A32230
Other current liabilities

A32240
Net defined benefit liabilities

A33000
Cash flow from operating activities

A33100
Interest received
A33300
Interest paid

A33500
Income taxes paid

(Continued)
Code
2023
$ 860,344

121,304
260
(
3,806 )
4,587
(
121,266 )

(
3,998 )

248
30,649
12

(
80,634 )

339,097
4,791
(
48,743 )
(
22 )
75,669
(
7,071 )
( 4,774,819 )

642,190

25,688

4,153,305

(
228,335 )

76,023

12,290
(
1,185 )
(
131)

1,076,447

121,266
(
4,641 )

(
188,951)

2023
2022
$ 735,886
113,603
259
12,597
3,404
(
10,217 )
(
800 )
-
65,674
(
90 )
(
6,710 )
50,784
5,965
27,596
-
152,356
52,501
( 2,951,720 )
( 1,218,427 )
(
95,175 )
4,495,207
1,009,163
(
2,398 )
3,482
3,324
(
100)
2,446,164
10,217
(
3,368 )
(
133,726)
2022

19

AAAA Net cash flows from (used in)
operating activities
$ 1,004,121
$ 2,319,287
Cash Flow from Investing Activities
B00010 Acquisition of financial assets at fair
value through other comprehensive
income -
(
18,631 )
B00200 Proceeds from disposal of financial
assets at fair value through profit or
loss 38,716 -
B01900 Proceeds from disposal of investments
accounted for using equity method
48,940
1,868
B02700 Acquisition of property, plant and
equipment
(
59,221 )
(
401,082 )
B02800 Proceeds from disposal or property,
plant and equipment 3 1,058
B06700 Increase in other non-current assets
(
6,825 )
(
5,646 )
B07600 Dividends received
3,998
800
BBBB Net cash flows from (used in)
investing activities
25,611
( 421,633)
Cash Flow from Financing Activities
C00100 Increase in short-term borrowings 326,685 248,044
C00200 Decrease in short-term borrowings
(
455,080 )
(
59,170 )
C01600 Increase in long-term borrowings - 200,000
C01700 Repayment of long-term borrowings -
(
200,000 )
C04020 Repayment of principal of lease
liabilities
(
10,203 )
(
12,714 )
C04500 Cash dividends paid
( 289,181)
( 200,820)
CCCC Net cash flows from (used in)
financing activities
( 427,779)
( 24,660)
DDDD Effects of exchange rate changes on cash
and cash equivalents
( 22,927)
55,584
EEEE
Increase in cash and cash equivalents 579,026
1,928,578
E00100 Cash and cash equivalents - beginning of
year
4,081,951
2,153,373
E00200 Cash and cash equivalents - end of year
$ 4,660,977
$ 4,081,951
The accompanying notes are an integral part of the consolidated financial statements.
Chairman of the Board:
Manager:
Accounting Manager:
HUNG-LIANG HSIEH
MING-CHI HSU
SHAO-CHE CHUANG

20

Independent Auditors’ Report

To SCIENTECH CORPORATION:

Audit opinion

We have audited the parent company only balance sheet of SCIENTECH CORPORATION as of December 31, 2023 and 2022, and the parent company only statement of comprehensive income, parent company only statement of changes in equity and parent company only statement of cash flows for the period from January 1 through December 31, 2023 and 2022, and the notes to the parent company only financial statements (including the summary of significant accounting policies).

In our opinion, the parent company only financial statements were prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and thus presented fairly, in all material aspects, the financial position of SCIENTECH CORPORATION as of December 31, 2023 and 2022, and its parent company only financial performance and cash flows for the period from January 1 through December 31, 2023 and 2022.

Basis for Opinions

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Parent Company Only Financial Statements section of our report. We were independent of SCIENTECH CORPORATION in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China and fulfilled all other responsibilities thereunder. 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 that, in our professional judgment, were of utmost significance in our audit of the parent company only financial statements of SCIENTECH CORPORATION for the year ended December 31, 2023. These matters were addressed in the context of our audit of the parent company only financial statements as a whole and in forming our opinion thereon, and we do not provide a separate opinion on these issues.

Key audit matters for SCIENTECH CORPORATION’s parent company only financial statements for the year ended December 31, 2023 are stated as follows:

21

Revenue recognition

SCIENTECH CORPORATION’s 2023 operating revenue from manufacturing of machinery and from sale of machinery in the capacity of an agent is material to the overall presentation of the parent company only financial statements. Revenue from machinery should be recognized upon the fulfillment of obligations. Since the company might recognize product sale revenue when such revenue does not qualify for the recognition criteria, revenue recognition is thus listed as the key audit matter.

Our main audit procedures to address the said matter included testing the effectiveness of the design and implementation of the internal control system pertaining to the recognition of machinery sale and discussing with the management about whether the accounting policy for revenue recognition is appropriate and consistently adopted; we also sampled customer sales documents to verify the transaction terms on the order or sale contract and check the acceptance certificate signed off by customers, so as to assess the correctness of the recognized revenue.

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 it is necessary to enable the preparation of parent company only financial statements that are free from material misstatements, whether due to fraud or error.

In preparing the parent company only financial statements, management is responsible for assessing the SCIENTECH CORPORATION's ability to continue as a going concern, disclosing, as applicable, matters related to going concern, and using the going concern basis of accounting unless management either intends to liquidate the SCIENTECH CORPORATION or to cease operations or has no realistic alternative but to do so.

Those charged with governance, including the audit committee, are responsible for overseeing SCIENTECH CORPORATION's financial reporting process.

Auditors' Responsibilities for the Audit of the Parent Company Only Financial Statements

Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists in these parent company only financial statements. Misstatements can arise from fraud or error. They

22

are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.

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

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

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the SCIENTECH CORPORATION’s internal control.

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

  4. Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the SCIENTECH CORPORATION’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the SCIENTECH CORPORATION to cease to continue as a going concern.

  5. Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures and whether or not the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  6. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within SCIENTECH CORPORATION to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision, and performance of the audit for SCIENTECH CORPORATION. We remain solely responsible for our audit opinion.

23

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 SCIENTECH CORPORATION for the year ended December 31, 2021 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.

Deloitte & Touche Taiwan CPA: HUI-MIN HUANG CPA: CHIH-MING SHAO

Approval No. from the Financial Supervisory Commission Jin-Guan-Zheng-Shen-Zi No. 1070323246

Approval No. from the Securities and Futures Commission Tai-Tsai-Cheng-Liu-Zi No. 0930128050

February 29, 2024

24

SCIENTECH CORPORATION

Parent Company Only Balance Sheet

As of December 31, 2023 and 2022

Unit: NT$ thousand

December 31,2023 December 31,2022
Code Assets Amount Amount
Current Assets
1100 Cash (Notes 4 and 6) $ 2,948,723
20 $ 2,192,602
20
1110 Current financial assets at fair value through profit or loss(Notes 4
and 7) 7,529 -
1170 Notes receivable and accounts receivable (Notes 4, 9, and 19) 534,241 4 648,697 6
1180 Accounts receivable - related parties (Notes 4, 9, 19, and 26) 11,797 - 5,152 -
130X Inventories (Notes 4, 10, 23, and 26) 7,319,127
49 3,710,856
34
1410 Prepayments (Notes 26) 730,499 5 1,480,388
13
1470 Other current assets (Notes 14, 26, and 27) 13,631
- 11,344
-
11XX Total current assets 11,565,547
78 8,049,039
73
Non-current assets
1517 Financial assets at fair value through other comprehensive income
(Notes 4 and 8) 210,136 1 138,562 1
1550 Investments accounted for using equity method (Notes 4 and 11) 1,278,290 9 1,048,879
10
1600 Property, plant, and equipment (Notes 4, 12, and 23) 1,489,494
10 1,495,749
14
1755 Right-of-use assets (Notes 4 and 13) 69,012 1 66,472 1
1785 Patent right (Note 4) 2,036 - 2,374 -
1840 Deferred income tax assets (Notes 4 and 21) 156,534 1 110,047 1
1915 Prepayments for equipment (Note 12) 67,518 - 14,492 -
1975 Net defined benefit assets, non-current (Note 4 and 17) 1,778 - 1,842 -
1990 Other non-current assets (Note 14) 39,553
- 32,328
-
15XX Total non-current assets 3,314,351
22 2,910,745
27
1XXX Total Assets $ 14,879,898
100 $ 10,959,784
100
Code Liabilitiesand Stockholders’ Equity
Current liabilities
2100 Short-term borrowings (Note 15) $
296,529
2 $
424,979
4
2130 Lease liability (Notes 4, 19, and 26) 8,243,994
56 4,469,292
41
2170 Notes payable and accounts payable (Note 26) 1,346,615 9 1,784,239
16
2219 Other payables (Note 12, 16, and 26) 466,934 3 347,532 3
2230 Current income tax liabilities (Notes 4 and 21) 126,254 1 156,497 2
2252 Short-term warranty provision (Note 4) 32,110 - 32,560 -
2280 Lease liability (Notes 4, 13, and 26) 9,169 - 6,015 -
2399 Other current liabilities 15,916
- 17,105
-
21XX Total current liabilities 10,537,521
71 7,238,219
66
Non-current liabilities
2570 Deferred income tax liabilities (Notes 4 and 21) 134,634 1 76,185 1
2580 Lease liability (Notes 4, 13, and 26) 62,718 - 62,894 -
2620 Long-term accounts payable to related parties (Notes 26) 155,772
1 - -
25XX Total non-current liabilities 353,124
2 139,079
1
2XXX Total liabilities 10,890,645
73 7,377,298
67
Equity (Notes 4 and 18)
3110 Capital stock 803,280
5 811,390
7
3200 Capital surplus 685,901
5 728,964
7
Retained earnings
3310 Legal reserve 375,378 3 318,368 3
3320 Special reserve 33,380 - 14,306 -
3350 Unappropriated earnings 2,066,113
14 1,793,497
16
3300 Total retained earnings 2,474,871
17 2,126,171
19
Other equity
3410 Exchange differences arising in the translation of foreign
operations ( 10,578 ) - 2,415 -
3420 Unrealized valuation gains or losses on financial assets at fair
value through other comprehensive income 35,779
- ( 35,795)
-
3400 Total other equity interests 25,201
- ( 33,380)
-
3500 Treasury stock -
- ( 50,659)
-
3XXX Total stockholders’ equity 3,989,253
27 3,582,486
33
Total Liabilities and Equity $ 14,879,898
100 $ 10,959,784
100

The accompanying notes are an integral part of the parent company only financial statements.

Chairman of the Board: HUNG-LIANG HSIEH Manager: MING-CHI HSU

Accounting Manager: SHAO-CHE CHUANG

25

SCIENTECH CORPORATION

Parent Company Only Statement of Comprehensive Income

January 1 to December 31, 2023 and 2022

Unit: NT$ thousand; except earnings per share

Code
Operating revenue (Notes 4,
19, and 26)
4100
Goods sales revenue

4600
Services revenue
4800
Other operating revenue
4000
Total operating
revenue

5000
Operating cost (Notes 10, 20,
and 26)

5900
Operating gross profit

5910
Unrealized gains on
transactions with associates
5950
Realized operating gross
profit

Operating expenses (Notes 4,
9, 20 and 26)
6100
Marketing expenses
6200
General and
administrative
expenses
6300
R&D expenses

6000
Total operating
expenses

6900
Operating Income

Non-operating income and
expenses
7010
Other income (Note 4, 8,
and 26)
7020
Other gains and losses
(Note 4)

(Continued)
2023
96

4

-

100

66

34


-

34

14
3

9

26


8

1

-
2022
96
3

1
100
62
38

-
38
13
4

7
24
14
-

-

26

(Continued)

Code
7030
Gains on disposals of
investments(Notes 11)
7050
Financial cost (Notes 4,
20, and 26)

7070
Share of profit or loss of
associates and
subsidiaries accounted
for using equity
method (Notes 4 and
11)
7100
Interest income (Notes 4
and 26)
7630
Exchange gains or losses
(Notes 4 and 30)

7670
Impairment loss (Notes 4
and 12)

7000
Total non-operating
income and
expenses


7900
Net profits before tax

7950
Income tax expenses (Notes 4
and 21)


8200
Net profit in the current year

Other comprehensive (Note 4)
Items that will not be
reclassified to profit or
loss
8311
Re-measurements of
defined benefit
plans (Note 17)

8316
Unrealized
valuation gains or
losses on
investment in
equity
instruments at fair
value through
other
comprehensive
income
8349
Income tax related
to items that will
not be reclassified
(Note 21)

8310

(Continued)
2023
2


-

7
1

-

-

11

19

3

16


-
2


-


2
2022
Amount
$ 80,634
(
4,529 )
268,068
64,062
(
7,617 )
(
916)


431,918

768,675


118,373


650,302

(
217 )
71,574

43


71,400
Amount
$ 1,284
(
3,263 )
34,511
8,783
60,680

-


102,423

695,382


126,799


568,583

1,896
(
46,319 )
(
379)

(
44,802)
-

-
1
-
2

-

3
17

3
14
-
(
1 )

-
(
1)

27

(Continued)

Code
Items that will be
reclassified to profit or
loss
8380
Share of other
comprehensive
income of
associates and
subsidiaries
accounted for
using equity
method (Note 11)
8399
Income tax related
to items that
might be
reclassified (Note
21)

8360

8300
Other
comprehensive
income (net after
tax)

8500
Total comprehensive income
for the year

Earnings per share (Note 22)
9710
Basic

9810
Diluted
2023

-


-


-


2

18


2022
Amount
( $ 16,389 )

3,283

(
13,106)


58,294

$ 708,596


$ 8.10
$ 8.05
Amount
$ 34,068

6,823)

27,245


17,557)

$ 551,026

$ 7.08
$ 7.00

(

(


-

-

-
(
1)
13

The accompanying notes are an integral part of the parent company only financial statements.

Chairman of the Board: Manager: Accounting Manager: HUNG-LIANG HSIEH MING-CHI HSU SHAO-CHE CHUANG

28

SCIENTECH CORPORATION

Parent Company Only Statement of Changes in Equity

January 1 to December 31, 2023 and 2022

Unit: NT$ thousand

Code
A1
Balance January 1, 2022
M7
Changes in ownership interests in
associates
Earnings distribution for 2021
B1
Legal reserve
B3
Special reserve
B5
Cash dividends
D1
2022 net income
D3
Other comprehensive income (loss)
after tax for 2022

Z1
Balance December 31, 2022
M3
Disposal of subsidiaries or investments
accounted for using equity method
Earnings distribution for 2022
B1
Legal reserve
B3
Special reserves
B5
Cash dividends
L3
Retirement of treasury share

D1
2023 net income
D3
Other comprehensive income (loss)
after tax for 2023

Z1
Balance as of December 31, 2023
Capital stock
Thousand shares
Amount

81,139 $ 811,390
-
-
-
-
-
-
-
-
-
-

-

-

81,139
811,390
-
-
-
-
-
-
-
-
(
811 ) (
8,110 )
-
-

-

-


80,328
$ 803,280
Capital stock
Thousand shares
Amount

81,139 $ 811,390
-
-
-
-
-
-
-
-
-
-

-

-

81,139
811,390
-
-
-
-
-
-
-
-
(
811 ) (
8,110 )
-
-

-

-


80,328
$ 803,280
Capital reserves
$ 625,640

103,324

-

-

-

-

-


728,964
(
12,761 )

-

-

-
(
30,302 )

-

-

$ 685,901
Retained earnings
Undistributed
earnings
$ 1,468,775

-
(
42,027 )
(
2,531 )
(
200,820 )

568,583

1,517


1,793,497

-
(
57,010 )
(
19,074 )
(
289,181 )
(
12,247 )

650,302
(
174)

$ 2,066,113
Other equity
Exchange
differences
arising in the
translation of
foreign
operations
Unrealized
valuation gains
or losses on
investment in
equity
instruments at
fair value
through other
comprehensive
income

( $ 24,830 ) $ 10,524

-
-

-
-

-
-

-
-

-
-

27,245
(
46,319)


2,415 (
35,795 )

113
-

-
-

-
-

-
-

-
-

-
-
(
13,106)

71,574

($ 10,578)
$ 35,779
Treasury stock
( $ 50,659 )

-

-

-

-

-

-

(
50,659 )

-

-

-

-

50,659

-

-

$ -

Total
stockholders’
equity
Exchange
differences
arising in the
translation of
foreign
operations
( $ 24,830 )

-

-

-

-

-

27,245


2,415

113

-

-

-

-

-
(
13,106)

($ 10,578)
Thousand shares
81,139
-
-
-
-
-

-

81,139
-
-
-
-
(
811 )
-

-


80,328
Legal reserves
$ 276,341

-

42,027

-

-

-

-


318,368

-

57,010

-

-

-

-

-

$ 375,378
Special reserves
$ 11,775

-

-

2,531

-

-

-


14,306

-

-

19,074

-

-

-

-

$ 33,380






























$ 3,128,956

103,324

-

-
(
200,820 )

568,583
(
17,557)

3,582,486
(
12,648 )

-

-
(
289,181 )

-

650,302

58,294
$ 3,989,253

The accompanying notes are an integral part of the parent company only financial statements.

Chairman of the Board: HUNG-LIANG HSIEH

Manager: MING-CHI HSU

Accounting Manager: SHAO-CHE CHUANG

29

SCIENTECH CORPORATION

Parent Company Only Statement of Cash Flows

January 1 to December 31, 2023 and 2022

Unit: NT$ thousand

Code
Cash flow from operating activities
A10000
Net profits before tax

A20010
Income expenses
A20100
Depreciation
A20200
Amortization expenses
A20300
Loss (Gain) on expected credit
impairment

A20900
Financial cost
A21200
Income from interests

A21300
Dividend Income

A20400
Net loss (gain) on financial assets
or liabilities at fair value
through profit or loss
A22300
Share of profit or loss of
associates
and
subsidiaries
accounted for using equity
method

A23100
Gain on disposal of investments
A23700
Impairment loss on non-financial
assets
A23900
Unrealized gains on transactions
with associates
A24100
Unrealized exchange loss (gain)
A29900
Defined benefit cost

A30000
Net changes in operating assets and
liabilities
A31150
Notes receivable and accounts
receivable
A31160
Accounts receivable - related
parties

A31200
Inventories

A31230
Prepayments
A31240
Other current assets

A32125
Contract liabilities

A32150
Notes receivable and accounts
receivable

A32180
Other accounts payable
A32200
Short-term warranty provision

A32230
Other current liabilities

A32240
Net defined benefit liabilities

A33000
Cash flow from operating activities

A33100
Interest received
A33300
Interest paid

A33500
Income taxes paid
2023
$ 768,675

113,237
338

7,449 )
4,529

64,062 )


3,998 )

248

268,068 )


80,634 )

202,135
4,791

53,306 )

22 )
120,639

7,429 )
3,855,221 )

749,889


2,287 )

3,774,702


391,479 )
29,983

450 )

1,189 )
131)

1,033,441

64,062

4,583 )


133,328)
2022

(
(
(
(
(
(
(
(
(
(

(
(
(
(

(
(

(
(
(
(
(
(
(

(

(
(
$ 695,382
105,767
324
5,503
3,263

8,783 )

800 )
-

34,511 )

1,284 )
48,223
5,965
34,680
-
52,675
52,501
1,989,646 )
1,034,494 )

986 )
2,603,239
858,105
36,688
914
3,326
100)
1,435,951
8,793

3,227 )

107,783)

30

(Continued)
Code
AAAA
Net cash flows from (used in)
operating activities

Cash Flow from Investing Activities
B00010
Acquisition of financial assets at fair
value through other comprehensive
income
B00200
Proceeds from disposal of financial
assets at fair value through profit or
loss
B01800
Acquisition of investments accounted
for using equity method

B01900
Proceeds from disposal of investments
accounted for using equity method
B02700
Acquisition of property, plant and
equipment

B04100
Decrease in other accounts receivable -
related parties
B04500
Acquisition of patent right
B06700
Increase in other non-current assets

B07600
Dividends received

BBBB
Net cash flows from (used in)
investing activities

Cash Flow from Financing Activities
C00100
Increase in short-term borrowings
C00200
Decrease in short-term borrowings

C03700
Increase in other payables to related
parties
C04020
Repayment of principal of lease
liabilities

C04500
Cash dividends paid

CCCC
Net cash flows from (used in)
nancing activities

EEEE
Net increase in cash
E00100 Opening Balance

E00200 Ending Balance

The accompanying notes are an integral part of the parent company only financial statements.

Chairman of the Board: Manager: Accounting Manager: HUNG-LIANG HSIEH MING-CHI HSU SHAO-CHE CHUANG

31

V. List of Releasing Director Candidates from Non-Competition Restriction

Director Current Positions within the Scope of the Company’s Business
Director
Hung-Liang
Hsieh
1.
Chairman/President, Acromass Technologies, Inc.
2.
Director, Natgen Inc.
3.
Director, Welltend Technology Corp.
4.
Director,Yoho Beach Resort Co.,Ltd.
Director
Ming-Chi Hsu
1.
Director, Acromass Technologies, Inc.
2.
President, Natgem Inc.
3.
Director, Scientech Engineering Corp.(Shanghai)
4.
Director, Scientech Engineering (Hong Kong) Limited
5.
Director, Scientech Investment Corp
6.
Director, Simple Investment Corp
7.
Director, Scientech Engineering USA Corp
8.
Director, Forward Science Pte Ltd
9.
Director, Forward Science Corporation
10. Chairman, Transcend Capital Corp.
11. Chairman, Mingyuan Investment Co.,Ltd.
12. Director(Legal Representative),Renorigin Innovation Institute Co.,Ltd.
Director
Chung-Ho Shaw
1.
Director, Systex Corporation
2.
Chairman,LiangXin Finance Co.,Ltd.
Director
Han-Liang Hu
1.
Director, Kye Systems Corp.
2.
Director, Godex International Co., Ltd.
3.
Chairman, Algoltek, Inc.
4.
Director, Jianrui Venture Capital Co., Ltd.
5.
Director, Basecom Telecommunication Co., Ltd.
6.
Director, Accomp Technologies Co., Ltd.
7.
Independent director, Promate Solutions Corporation
8.
Independent director, Episil-Precision Inc.
9.
Independent director,KKCompanyTechnologies Inc.
Independent
director
Cheng-Li Yang
1.
Chairman, King Core Electronics Inc.
2.
Director, Yi Bao Shoe Material Corp.
3.
Director, Zheng Bao Investment Corp.
4.
Director, Sheng Bao Investment Corp.
5.
Director, Zheng Bao Investment Corp.
6.
Director, NCCU Academic Development Foundation
7.
Director (Legal Representative), King Core (B.V.I) Electronics Co. Ltd.
8.
Chairman (Legal Representative), Allied Biotech Corp.
9.
Director, Yang Bao Investment Corp.
10. Director, Ultimate Beyond Limited
11. Director (Legal Representative) Guide Star Venture Capital Co., Ltd.
12. Independent director, Giga-Byte Technology Co., Ltd.
13. Director(Legal Representative),Innofund II Ltd.
Independent
director
Sung-Jen Fang
1.
Chairman, Quantek, Inc.
2.
Chairman, Darwin System Technology Corporation
3.
Chairman, Darwin Venture Management Corporation
4.
Chairman, Dahan Investment Corporation
5.
Chairman, Dalong Holding Corp.
6.
Chairman, Darzhen Venture Corporation
7.
Chairman,Darjun Venture Corporation

32

Director Current Positions within the Scope of the Company’s Business
8.
Chairman, Darhe II Venture Corporation
9.
Director, Dajun Asset Management Co., Ltd.
10. Director, Jefutai Holdings Corp.
11. Chairman, Affluent Asset Management Co., Ltd
12. Director, Teco Electric & Machinery Co., Ltd.
13. Chairman, Darhe Venture Corporation
14. Director, Teco Image Systems Co., Ltd.
15. Director, Qiu Zaixing Cultural and Educational Foundation
16. Director,Macronix International Co.,Ltd.
Independent
director
Shui-Chuan,Shin
1.
Director, The Pearl S. Buck Foundation
2.
Director, Big-Fish-Huang Foundation
3.
Director,Yuan T. Lee Foundation Science Education for All
Independent
director
Chun-Chi, Lin
1.
Chairman, Taiwan Electron Microscope Instrument Corporation
2.
Director, TAIFLEX SCIENTIFIC CO., LTD
3.
Independent Director, M31 Technology Corporation
4.
Independent Director, SILICON OPTRONICS, INC.
5.
Director, STEK CO., LTD
6.
Director, Shuimu Angel Investment Co., Ltd.
7.
Director, Shuimu Venture Capital Co., Ltd.
8.
President,JIJI Investment Co.,Ltd.

33