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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 )
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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: |
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| 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.
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(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!
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Chairman of the Board: Manager: Accounting Manager: HUNG-LIANG HSIEH MING-CHI HSU SHAO-CHE CHUANG
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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
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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 |
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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.
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Auditors' Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists 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:
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Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on 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.
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Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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Obtain sufficient 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
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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:
-
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 SCIENTECH CORPORATION’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on 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.
-
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.
-
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
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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