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SENAO — AGM Information 2024
Jun 5, 2024
52091_rns_2024-06-05_a14dfb8c-319e-48e5-bf52-810fbaf1310a.pdf
AGM Information
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NOTICE: If there is any discrepancy between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese version shall
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Senao International Co., Ltd.
2024 General Shareholders’ Meeting Minutes
Date and Time: May 20, 2024 at 9:00 a.m. (Monday)
Location : 6F., No.533, Zhongzheng Rd., Xindian Dist., New Taipei City Number of shares represented by shareholders present:
Shares represented by the shareholders in attendance or by proxies totaled 198,928,854 (including the 193,370,042 shares represented by the shareholders exercising voting rights through e-voting), accounting for 77.02% of the total shares issued by the Company, i.e. 258,252,657 shares.
Chairman : Rong-Shy Lin, Chairman of the Board of Directors
Recorder : Kuan-Fu Ou
Directors represent:
Rong-Shy Lin
Pao-Yung Lin
Fu-Hai Yeh, Member of the Audit Committee, Member of the Compensation Committee, Independent Director
Min-Ching Cheng, Member of the Audit Committee, Member of the Compensation Committee, Independent Director
Cheng-Feng Lin
Cheng-Kang Lin
Attendees:
Yih-Shin Kao, CPA of Deloitte & Touche
Kuan-Hao Huang, Huang & Partners Law Office
I. Announcement of the Commencement of the Meeting
II.. Chairperson’s Remarks: (comitted)
III. Reporting Matters
- 2023 Business Report. Please Kindly Review. (Attachment 1)
The speech summary of Shareholder No. 82911:
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Please describe the current status of the dietary supplement business.
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Please describe the segregation of duties between the Chief Financial Officer and the Finance Department Manager who concurrently serves as the Corporate Governance Manager.
The speech summary of Shareholder No. 16003:
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Please describe the line items of the sales department and other departments stated under Segment Information on Page 227 of the Annual Report in detail and the reasons for the losses of other departments in the past years.
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How many pharmacists are there in the pharmacies, and do their appointments comply with relevant regulations?
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Is Appleuser’s deficit one of the reasons for the audits of the subsidiaries (Appleuser and Aval) mentioned on Page 42 of the Annual Report?
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Please describe the plan and opinion on the future mobile phone market.
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Did the repair services offered by manufacturers pose any impact?
The speech summary of Shareholder No. 8859:
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Please briefly describe the business performance in 2023 and the business plan for 2024.
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Although health care and pharmacies are the trends, the density of existing pharmacies is very high. Please again assess the feasibility and risk of such an investment and if the investment cost is too high.
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What were the selling and marketing expenses for?
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Will complex pharmacies be able to take advantage of the existing channels and please explain the estimated relevant costs and how long will they break even?
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What was the return on the investment in Senao Networks and what is the reason for the follow-on investment?
The summary of the responses of the Chairman and the personnel designated by the Chairman:
The mobile phone and communication product markets are very competitive, in order to expand Senao’s business scope, it is actively committed to the development of dietary supplement and health care businesses by setting up new complex retail stores in the second half of this year. In addition to 3C products, it will introduce medical devices and pharmacies in these stores, and the internal training for this plan is underway currently. The Chairman designated relevant personnel to answer the remaining questions of shareholders.
- 2023 Audit Committee Report. Please Kindly Review. (Attachment 2)
The speech summary of Shareholder No. 82911:
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Please explain the reason for listing Tsann Kuen and E-Life Mall as related parties and was there any transaction with Tsann Kuen or E-Life Mall in substance?
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Please explain the reason for the frequent changes of Directors, Independent Directors, senior managers and the Finance Department Manager in 2023.
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Could members of the Audit Committee explain the difference between the other payables stated on Page 202 of the Annual Report and the selling and marketing expenses answered previously.
The speech summary of Shareholder No. 16003:
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Please describe the reason for the difference between the employee compensation and director remuneration payable stated on Page 202 of this Annual Report and the actual amount provided in the Meeting Handbook, and the estimation method.
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Could members of the Audit Committee explain who is responsible for the negotiation as mentioned on Page 118 of the Annual Report that the Company will work closely with phone makers and compete for the agency of trendy models.
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As mentioned on Page 132 of the Annual Report, the system may
potentially encounter a DDOS attack resulting in a loss. Is the Company prepared with responsive measures?
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Please explain the cash liquidity analysis on Pages 143 and 144 of the Annual Report.
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Why are there only the amounts of operating income (loss) of affiliated enterprises on Page 151 of the Annual Report?
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The amounts of guarantees and endorsements made to Aval and Wiin are not proportional to their book values on Page 155 of the Annual Report. Audit Committee members, please communicate with the Company to see if there is any irregularity.
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Please describe the donation to related parties in detail.
The speech summary of Shareholder No. 8859:
Audit Committee members shall have better understanding about the Company’s operations, including the estimation report of probable losses, operations of the Foundation, the salary system, etc., and the Company shall regularly provide audit reports.
The summary of the responses of the Chairman and the relevant personnel designated by the Chairman:
For preventing losses and disasters arising from a DDOS attack, each department of the Company has the emergency handling procedures and responsive measures in place. The Chairman designated relevant personnel to answer the remaining questions of shareholders.
- Report on the Distribution of Dividends and Bonuses for 2023. Please Kindly Review. (Shareholders’ Meeting Handbook)
Summary of shareholders’ speeches
The speech summary of Shareholder No. 16003:
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Will the cash dividend be raised to NT$2.2 per share, the same as the previous year?
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What are the anticipated uses of funds and the undistributed earnings if the Company does not participate in the cash capital increase of Senao Networks?
The summary of the responses of the Chairman and the relevant
personnel designated by the Chairman: The industry is changing, and Senao that used to sell mobile phones shall now manage its relationship with customers in depth by developing more product lines and services. At the same time, it plans to introduce new complex stores, so there are additional uses of such funds.
- Report on Distribution of Employees’ Compensation and Directors’ Remuneration for 2023. Please Kindly Review. (Shareholders’ Meeting Handbook)
IV. Recognition Matters
Agenda 1: 2023 Business Report and Financial Statements. Recognition is Respectfully Requested.
Proposed by the Board of Directors
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Explanation: (1) The 2023 Financial Statements (including consolidated financial statements) were prepared by the Company and audited by independent auditors Yih-Shin Kao and Mei Yen Chiang of Deloitte & Touche, who have submitted an unqualified independent auditors’ report. The Audit committee has audited the financial statements together with the Business Report, and recognition was respectfully requested.
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(2) Please refer to this handbook for the Business Report, Independent Auditors’ Report, financial statements (including consolidated financial statements.) and 、
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Earnings Distribution Plan (Attachment 1 3 and 4)
Summary of shareholders’ speeches
The speech summary of Shareholder No. 82911:
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Which item of the statement of comprehensive income is the profit or loss of an investee provided on Page 234 of the Annual Report classified in?
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Were the amounts of sales to Tsann Kuen and E-Life Mall presented on Page 221 of the Annual Report?
The speech summary of Shareholder No. 16003:
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Shouldn’t the donation to Senao Technical and Cultural Foundation be classified as an item other than an operating expense on Page 220 of the Annual Report; otherwise, it can lead to a misunderstanding with the explanation provided on Page 221 of the Annual Report.
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Please describe the contents of others under other payables on Page 202 of the Annual Report.
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For the useful lives for depreciation on Pages 197 and 199 of the Annual Report, why are the useful lives of property leased greater than those of property used by the Group?
The speech summary of Shareholder No. 82911:
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Please describe the trade payables to related parties and other payables to related parties listed on Page 223 of the Annual Report.
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Please explain the reason for the investment loss on subsidiaries under deferred tax assets and liabilities on Page 213 of the Annual Report.
The summary of the responses of the Chairman and the relevant personnel designated by the Chairman: The Chairman designated relevant personnel to answer the shareholders’ questions concerning the financial statements.
Resolution: Voting results: 198,074,703 “for” votes, representing 99.57% of the shares present at the time of voting; 40,785 “against” votes; 0 “invalid” vote; 813,366 “abstain/non-vote” votes
RESOLVED, the above proposal submitted by the Board of Directors was ratified upon shareholder voting
V. Discussion Matters
Agenda 1: Amendments to parts of the “Articles of Incorporation” of the Company are submitted for discussion.
Proposed by the Board of Directors
- Explanation: (1) The “Articles of Incorporation” needs to be amended partially in line with the business registration of the new complex pharmacy to be set up in the future, the planned new business items for expansion of the business scope, and
the deletion of the items that have not been actually operated as required by the Financial Supervisory Commission. For the comparison table of the provisions before and after the amendment (Attachment 5).
- (2) The original “Articles of Incorporation” (Shareholders’ Meeting Handbook)
Summary of shareholders’ speeches:
The speech summary of Shareholder No. 00082911:
Does the deletion of the third-party payment service from business activities mean that the Company will no longer engage in the payment business in the future?
The summary of the responses of the Chairman and the relevant personnel designated by the Chairman: The deletion of the third-party payment service, a business activity the Company is not actually engaged in, is required by the Financial Supervisory Commission.
Resolution: Voting results: 198,073,769 “for” votes, representing 99.57% of the shares present at the time of voting; 47,144 “against” votes; 0
“invalid” vote; 807,941 “abstain/non-vote” votes
RESOLVED, the above proposal submitted by the Board of Directors was ratified upon shareholder voting
Agenda 2: Proposal on cancellation of restriction on non-compete of directors and representatives thereof. Please proceed with discussion.
Proposed by the Board of Directors
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Explanation: (1) Pursuant to Article 209 of the Company Act, “A director who does anything for himself or on behalf of another person that is within the scope of the company's business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval.”
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(2) To include expertise and relevant experience of new directors of the Company, it is proposed to obtain consents on the cancellation of restriction on non-compete of directors and representatives thereof.
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(3) The non-compete restriction content for directors and their representatives proposed to be removed is described in the following table.
| Title | Name | Current adjunct positions at othercompanies |
|---|---|---|
| Director | Rong-Shy Lin |
Executive Vice-President, Chunghwa Telecom Co., Ltd. Marketing Department CISO and CSO, Chunghwa Telecom Director, Taiwan International Standard Electronics Ltd. Director, CHT Security Co., Ltd. Director, Chunghwa SEA Holding Director, Chunghwa Digital Culture and Creation Management Consulting Co., Ltd. |
| Director | Hsueh- Hai Hu |
President, Personal and Family Group, Chunghwa Telecom Director, So-Net Entertainment Taiwan Limited Director, Taipei Financial Center Corp. Director, Honghwa International CO., LTD. Director, Chunghwa Investment Co., Ltd. Director, Chunghwa Digital Culture and Creation Management Consulting Co.,Ltd. |
| Director | Wen-Chih Lin |
Vice President, Administration Division, Chunghwa Telecom Co., Ltd. Chairman, Smartfun Digital Co., Ltd. Director, Honghwa IC International Technology Co., Ltd. Director, Spring House Entertainment Technology Inc. Director,Kkbox TaiwanCo.,Ltd. |
| Director | Min-Hung Tsai |
President of Tainan Branch, Chunghwa Telecom President, Spring House Entertainment Technology Inc. Director,Kkbox TaiwanCo.,Ltd. |
| Director | Su-Chiu Ke |
President, Personal and Family Group, Chunghwa Telecom Director, Smartfun DigitalCo.,Ltd. |
Resolution: Voting results: 197,903,229 “for” votes, representing 99.48% of the shares present at the time of voting; 211,202 “against” votes; 0 “invalid” vote; 814,423 “abstain/non-vote” votes
RESOLVED, the above proposal submitted by the Board of Directors was ratified upon shareholder voting
VII. Special Motions
VIII.Meeting Adjourned 11:51 a.m. of the same day
These minutes of the General Shareholders’ Meeting record a summary of the essential points of the proceedings and the results of the meeting pursuant to Paragraph 4 of Article 183 of the Company Act. The audio or video recordings of meeting proceedings, procedures and shareholders’ speeches shall prevail.
Attachment 1
1. 2023 Operating Result
(1) Operating Result and financial expenditure:
Annual consolidated operating income reached NT$31.269 billion; profit before tax was NT$814 million; net income was NT$705 million; net income attributable to owners of parent was NT$706 million; earnings per share was NT$2.73.
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(2) Budget execution: the financial forecast for 2023 was not disclosed, hence it is unknown that whether or not the budget has been achieved.
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(3) Profitability Analysis:
Profitability Analysis
| Year Item |
Year 2023 |
Year 2022 |
|---|---|---|
| Return on Assets(%) | 7.03 | 6.16 |
| Return on Equity (%) | 11.05 | 10.54 |
| Net Profit Margin(%) | 2.25 | 2.10 |
| Earningsper Share(NT$) | 2.73 | 2.55 |
Note: Amounts in the table are data from the consolidated financial statements of the Company and its subsidiaries.
- (4) Research and Development:
In 2023, mainly due to factors such as the overall economic recession, inflation, and inventory pressure at the beginning of the year, global smartphone shipments decreased by about 3.2%, or 1.17 billion set in quantity, compared to 2022 according to the preliminary statistics in the latest IDC mobile phone report (IDC Worldwide Quarterly Mobile Phone Tracker). However, the annual growth rate in the fourth quarter of 2023 was 8.5%, higher than the expected 7.3%, with a total shipment of about 326 million units. The strong growth is helpful for the communication market in 2024; IDC is optimistic about the recovery of the mobile phone market in 2024, and the shipment is expected to increase by 2.8% year-on-year to 1.2 billion units.
In 2024, the communication market will be dominated by the topic of artificial intelligence (AI) and it will continue to flourish and set off a wave of AI smartphones. IDC expects the shipment of AI smartphones to reach 170 million units this year, accounting for nearly 15% of the overall mobile phone shipments, and it will continue to grow year by year.
- ➢ Development Trend of Smartphones:
In terms of hardware specification, there are several main items described below:
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(1) Processor: Looking back to 2023, 5G mobile phones have become the basic configuration of mid-range mobile phones. According to the further observation of the development of 5G mobile phones by the research organization, Institute of Information Industry, the penetration rate is expected to grow from 59% in 2023 to 68% in 2024. This year, the processors for flagship mobile phones of major mobile phone brands are mainly equipped with Qualcomm SnapDragon 8 Gen 2plus and MediaTek Dimensity 9200. The latest flagship CPU released in the second half of 2024: Dimensity 9300 will be MediaTek’s first AI chip built by TSMC’s 4nm process. Compared to the previous generation, its unprecedented features of higher intelligence, higher performance, higher efficiency, and low power consumption are enough to challenge the performance pinnacle of flagship mobile phones. At the end of 2023, MediaTek and VIVO, a leading Chinese brand, jointly announced the vivo X100 series, the first AI mobile phone in Taiwan.
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(2) Monitor: In the past few years, all mobile phone brands have aimed for a smaller frame of the phone screen and bigger screen-to-body ratio. They have pushed this trend to the limits. To use limited monitor space more effectively, the mobile phone with a foldable monitor was developed. Samsung, the Android leader in the launch of foldable mobile phones, has successively launched the fifth-generation foldable flagship Galaxy Z5 series this year. It continues to expand the outer screen of foldable mobile phones. With the success of Samsung’s foldable mobile phones, Oppo, another leading brand in China, also launched the N2 and N3 series of foldable mobile phones in 2023 in continuation of the folding series last year. With the joint efforts of major mobile phone manufacturers, TrendForce, a research institution, pointed out that with the evolution of technology and materials, the penetration rate of OLED foldable mobile phones is expected to reach 1.1% this year.
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(3) Display: In recent years, consumers have started to pursue smooth screen scrolling, implying that the 120Hz refresh rate has become a standard for mid-range phones. Some gaming phones specialize in “esports grade,” such as ASUS ROG models, have reached 165Hz refresh rates. Users can enjoy a smoother and cleaner image display effect without image sticking when playing high-quality moving videos or playing 3D heavyweight game masterpieces, bringing users more excellent audio-visual experiences.
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(4) Battery: As people attach more importance to their cellphones, most entry-level cellphones are equipped with a 5000mah battery. In 2023, brands no longer emphasized battery capacity, but more on battery life
and durability, especially battery life. The iterative update of CPUs and TSMC’s high-end process have improved battery efficiency. This year, the battery life of mobile phones with the same battery capacity has also been significantly improved.
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(5) Camera: As for the camera, according to TrendForce's research, most of the mid-to-low-end mobile phones of different brands in 2023 were equipped with a configuration model of “50MP main lens with the number of rear lenses reduced to 3.” For flagship mobile phones, there are three types of main built-in image sensors. Most of the Android flagship mobile phones use the IMX989 1" sensor jointly developed by Xiaomi and Sony. Samsung, the leading mobile phone brand of the Android camp, uses its own 200M pixel sensor. The area of the sensor is expected to be less than 1". The iPhone’s image sensor will be provided by Sony with the latest two-layer photosensitive element made using the latest technology. It has been a couple of years since the periscope was applied to the telephoto lens of mobile phones. This year, even the iPhone was equipped with a periscope telephoto camera. Looking to next year, in addition to the powerful cameras, brands are actively developing ways to use AI software to assist cameras in improving the quality of photography. The vivo X100 series equipped with AI chips launched at the end of the year places more emphasis on photography. Using a powerful telephoto lens with AI technology, the vivo X100 series has become the first flagship model of “camera shooting the sun” in 2023.
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(6) Memory and capacity: With the faster network speed, network traffic and data spike in the 5G era. As daemon usage increases, the resolution of phone screens increases, and some large games or applications require a certain RAM size, so phone RAM is bound to increase. Nowadays most of the 5G phones have 8GB RAM. Flagship phones even have 12GB and 16GB RAM to meet more complicated needs. According to an internal analysis report from Macquarie Bank, the applications related to AI mobile phones will require larger memory capacity. The generative AI function for pictures will require up to 12GB of memory, and the digital assistant equipped with generative AI technology may require up to 20GB of memory. For size, 256G becomes normal. Most of mid-range Android phones support 256G. Flagship phones are mostly 512GB. The flagship phone released in 2023, Samsung Galaxy S23 Ultra, is the first Android phone with 1TB ROM.
➢ Wearable development trend:
In 2023, smart wearable accessories caught up with the cyclical product replacement wave. Many products with different prices and functions have emerged on the market for consumers to choose, and the shipment of smart
wearable accessories has continued to grow steadily. The following is explained by product category:
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(1) True wireless Bluetooth earbuds: The true wireless Bluetooth earbuds market boomed in 2023. In addition to Apple and Samsung, which still maintain a high market share, other brands actively launch new products and have good market performance. Taking Sony as an example, following the WF-1000XM4 flagship earphone launched the year before last, the company introduced a new generation of WF1000XM5 to the market. In addition to reducing the size and weight, it has obvious improvements in noise reduction and sound quality, and its subsequent sales are very eye-catching. In 2023, Apple not only released a new generation of mobile phones, the iPhone 15 series, but also introduced the USB-C version of the Airpods Pro 2. This earphone gives up the original lightning jack and can share a USB-C charging cable with the iPhone15 series. The iPhone 15 series can also be used to directly charge the Airpods Pro 2. The audio performance and dustproof and waterproof rating have also been upgraded, further driving a wave of replacement among consumers.
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(2) AR and VR products: The annual global CES technology exhibition brings together innovative products and technologies from various fields around the world every year. AR and VR products are still the key items in which related manufacturers invest for development. HTC also launched the new VR product VIVE XR ELITE. It combines the features of two popular HTC products in the past, including the highend performance of VIVE Focus 3, and the lightweight and portability of VIVE Flow, effectively lowering the threshold for consumers to use. In addition to being selected as the “Best Exhibit at CES 2023,” the sales performance is also very good. As more manufacturers enter the industry, related products will have the opportunity to become largerscale consumer applications in the future, such as audio and video entertainment and game experience upgrade.
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(3) Smart watches and bracelets: Consumers’ health awareness continues to rise in the post-pandemic era, which has led to the steady growth of the smart watch and bracelet markets in recent years. Major brands have introduced functions such as sleep, heart rate, and blood oxygen detection. For example, Samsung’s new smart watch Galaxy Watch6 provides an electronic sleep coach as the main feature, and upgrades personal health tracking and sleep analysis. Its sales performance is also very good. On the other hand, due to the increasing care needs of children and senior citizens, products with fall detection, emergency SOS, GPS positioning and other functions have become the market’s bright spot; in addition, software and hardware upgrades for fitness or other sports scenarios are becoming the key to product differentiation of various brands. For example, Apple Watch Ultra 2 has successfully
entered the professional exercise management market with its powerful design and functions that can be used in the polar environment to meet the needs of special exercisers.
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(4) Charging products: In response to the universal charging standard adopted by the European Parliament, the charging hole of the iPhone 15 series mobile phones has been converted from the previous lightning standard to the Type-C specification. As the Type-C specification has wider charging applications, it can be used for smartphones, tablets, etc. Electronic devices such as computers and game consoles all require charging and transmission. Under the global unified charging specifications and consumers’ dependence on electronic products, as well as the increase in demand for fast charging and transmission, the market demand of Type-C will continue to rise. In addition, the announcement of the Qi2 wireless charging specification heralds broader product applications and innovations, including magnetic attraction (same MagSafe function), faster charging speed, and globally harmonized standards. It will be applied to more products in the future and further drive market growth.
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➢ Trends in the development of IT appliances:
In 2024, home appliances will develop in the two directions of wisdom and health; in terms of smart home, Samsung Electronics and LG Electronics and other brands have successively released the latest generation of AI smart home appliances; Samsung will launch a variety of innovative home appliances equipped with AI technology, including AIequipped home appliances such as robot vacuums, upright vacuum cleaners, and smart refrigerators using AI algorithms to improve recognition and operation performance; LG announced that it will launch a smart home assistant robot equipped with advanced robotics and AI technologies. It is able to interact and communicate with users through voice. Meanwhile, its home appliances can control lights and air conditioners at home, and send alerts to the mobile phone of the user in case of unnecessary use of electrical appliances or external intrusions. They can thereby reduce household labor.
In the past, the technologies and specifications of smart homes around the world were different, which became the biggest problem of smart homes. As the new standard “Matter” overcomes the pain points of incompatibility and enables smart homes to enter a new era, ABI Research, a well-known market research institution, estimates that the business opportunities of smart homes will surge to US$317 billion (over NT$9.5 trillion) in 2026.
Compared to previous generations, modern people are more worried and depressed due to their living environment and lifestyle. Technology companies hope to reduce modern people’s anxiety by helping them live in a healthier living environment through technology products. For example,
the application of an air purifier is no longer just to provide clean air. AI sensors are used to pay attention to the air and humidity indoors and outdoors. In case of indoor air abnormality, it will activate the mechanism corresponding to the special environment to repair the air. In addition to asking about physical conditions spontaneously, it can be integrated with medical institutions to help physicians or researchers have a clearer understanding of patients’ living environment, provide more accurate diagnosis and recommendations, and improve patients’ satisfaction.
All in all, with the advancement of technology and consumers’ increasing pursuit of quality of life, the concept of smart home is becoming more and more popular. Advancements in technology have brought people a more convenient and healthy life. A large number of cutting-edge technologies, such as artificial intelligence and machine learning, improve the user experience and make it easier for consumers to control their own conditions; with the popularity of smart and healthy home appliances, home appliance and IT manufacturers will be in a situation of both competition and cooperation, and the integration of resources will become fiercer. The ultimate beneficiaries are consumers who seek convenience, safety and comfort at home.
➢ Development trend of dietary supplements:
As the pandemic was gradually mitigated in 2023, people’s lives gradually returned to peace, but there is more health and body care now than before. Nielsen survey pointed out that 80% of the respondents still cared about food health after the pandemic. A market search by Go Survey indicated that over 90% of consumers purchase health supplements. The top four health supplements consumers purchased were probiotics, Vitamin B, lutein and vitamin C. Consumption for all of them exceeds 40%. It is generally believed that probiotics and vitamins can boost immunity. Nutritionists indicate that the intestine is the largest immunity organ. Healthy intestines can block bacteria and virus. If the intestine is damaged and causes inflammation, immunity will be reduced. Therefore, the number of probiotics in the intestine is a key to immunity. Consumers have learned more about products and more probiotics products continue to emerge. People only talked about single bacterial strain and bacterial count. Probiotics products are gradually categorized by function.
Nowadays Senao has become the distributor of “Sakuyo,” a Japanese health supplements brand, which focuses on the health of the users and their families. Sakuyo developed three types of probiotics based on the group, bifidobacterium + gynolactose probiotics for adult healthcare, weight control B3 probiotics for women and allergy probiotics for kids. Different functional bacterial strains provide diverse options for consumers. There are several trends responding to post-pandemic era and era of informatization:
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(1) Eye care: In the digital era, 3C products have become an indispensable part of most people, but they damage eyes more easily when used for a long period of time. Everyone, including children, students, office workers and elders, might face short sightedness, eye fatigue, macular degeneration and dry eye syndrome. Eyesight failure has become a disease of civilization and how to protect the eyes and supplement them with the necessary nutrients such as vitamin A, C, E, lutein, etc., has become an important, mainstream, public issue.
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(2) Sleep care: Good sleep has many impacts on human health and life. On average, people sleep about one-third of the day. A survey made by the Taiwan Society of Sleep Medicine indicates that one out of five people in Taiwan have sleeping disorder and the age of the people with sleeping disorder has become younger. Insomnia may affect memory, concentration, obesity, chronic diseases and other conditions. Therefore, related sleep aids and sleep relief product series have been introduced one after another.
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(3) Women’s healthcare: CAGR of women’s food supplements from 2011 to 2020 is over 9%, second only to immunity products. In recent years, people have been paying more and more attention to health and fitness, and women are paying more attention to their own health. This is urging women to actively seek suitable health supplements to maintain their physical and mental health. Statistics shows that 70% of the market is dominated by women, spending about twice more than men, expecting an increase of sales in market share. Nutricosmetics and weight management supplements in the market have been rolled out continuously.
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(4) Elderly healthcare: an aging society is one of the most severe challenges for Taiwanese society. In 2020, Taiwan’s population crossed for the first time. The statistics from the National Development Council estimated that Taiwan will become a super-aged society in 2025. One out of five people will be over 65 years old. Ten years later, 2.7 young adults will support one senior. The burden on young adults will be heavier gradually, hence bone health, cardiovascular health, and cognition are healthcare areas worth attention.
With the post-pandemic generation and aging population, the public’s healthcare concept has become more and more important, and the probability of purchasing nutritional supplements has increased to protect the health of the whole family. Senao has become the agent of “sakuyo,” a Japanese health supplement brand, since the year of 2019. Senao, with the intention of caring for the health of the users and their families, has introduced a series of health supplement products to the market, including gift boxes for festivals or related product combinations in response to seasonal current affairs and various festivals. In addition, Senao continues to introduce high-quality healthcare
products from manufacturers through the sales channels of online/offline/O2O business models in order to change consumers’ existing impression that Senao only sells 3C products. Senao can also protect the health of the entire family with the ultimate goal of providing preventive healthcare, connecting information flow, and offering health promotion and preventive healthcare services through big data analysis.
2. 2024 Business Plan
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(1) Business Policy:
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(A) Analyze and make good use of the member database to provide push messages about exclusive offers that are more in line with consumption preferences of members, strengthen the adhesion of repurchase and repeat purchase, and thereby enhance member satisfaction.
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(B) Optimize retail outlet services and sales items, provide localized sales packages for seasonal and current events products, and use the community-based group communication model to shorten the distance from residents in local communities and business districts, so that services can be more regardless of location impact.
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(C) Expand the product options and optimize the operation of the B2B platform for distribution, serve more distributors and customers, and provide more diversified and convenient purchasing options and discounts.
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(D) Become the No. 1 designated company in the collection and sale of used mobile phones, and provide customers with a transparent selling process to put their mind at rest and a guaranteed safe service for buying mobile phones to build customer confidence.
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(2) Business Objectives:
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(A) Strengthen the stickiness of the existing customers of the parent company, Chunghwa Telecom, optimize service items and expand sales contents, and strengthen the connection between the community and the store through social marketing; reach out to more non-Chunghwa customers through the rapid diffusion of social marketing to increase the number of customers.
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(B) Combine with Senao Life Online Platform to effectively utilize the O2O shopping service process and the social media operation in order to let consumers enjoy a fast and convenient shopping experience at any time and any place.
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(C) Strengthen the relationship and cooperation with distributors, and increase the output of distribution and sales by adding new products and categories of products and using digital platform marketing strategies.
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(D) Optimize and improve the Company’s internal processes and operating systems, avoid unnecessary waste and maintain
environmental resources in order to comply with ESG standards.
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(E) Expand used mobile phone services, improve recycling efficiency, and increase sales channels to become the No. 1 designated company in the used mobile phone market.
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(3) Sales Policy:
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(A) In terms of communication product agency: Strive to become an agent for competitive products of the well-known brands in the market, and continue to look for secondary or other new brands with great potential, high cost-performance ratio, and novelty; also, bundle the agency products with Chunghwa Telecom’s billing process for sales in the Pan-China region.
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(B) Home appliances: Continue to introduce seasonal and best-selling products from the top-tier home appliance brands in the market, focus on customer needs, and increase the range of IoT health home appliances.
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(C) Health products: Continue to focus on the healthcare brand “sakuyo” imported from Japan, for which Senao is the agent, develop health products that are more suitable for the needs of the whole family, and expand sales through traditional and online channels.
3. The Company’s Future Development Strategy
In response to the post-pandemic changes, IoT health home appliances that the whole family needs will inevitably become the mainstream demand. Senao will present the application scenarios to retail outlets for display and sales support through product selection and agency services, and combine the agency and sales of network communication equipment to establish basic infrastructure and service of network communication for home and business.
The Company continues to develop localized services for its retail outlets, and collaborates with the Senao Technical and Cultural Foundation in various public welfare activities and seminars through social media to actively interact with people and establish good connections, in the hope to become the first brand that consumers choose when they purchase digital products or need to solve a problem.
4. Effect of External Competition, the Legal Environment, and the Overall Business Environment
According to the forecast released by the Directorate-General of Budget, Accounting and Statistics of the Executive Yuan in 2023, the economic growth rate in 2024 will be 3.35%. Since the pandemic will no longer have an impact and countries around the world have allowed tourism, it is estimated that the relative tourist population will increase significantly in 2024.
As for Taiwan’s telecommunications industry, the two major mergers announced at the end of 2021 were postponed until the end of 2023 for various
reasons, and the situation has now returned to the original three players in the industry. The Company will continue to work closely with Chunghwa Telecom, the parent company, to promote its mobile communication business and home fixed network business with different pricing programs. The Company will continue to provide diversified product options and marketing strategies to consolidate the rights and interests of existing Chunghwa Telecom users and improve satisfaction, reduce customer churn and increase stickiness.
Chairman: Rong-Shy Lin Manager: Pao-Yung Lin
Accounting Manager: Jin-Ding Liu
Attachment2
Senao International Co., Ltd. Audit Committee Report
The Board of Directors has prepared this Company’s 2023 financial statements (including consolidated financial statements), which have been audited by external auditors Yi-Hsin Kao and Mei-Yen Chiang of Deloitte & Touche, together with the business report and proposal of earning distribution plan. We have examined above statements and reports and found no irregularities. We hereby report as above in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act. Please kindly review.
To
The Company’s 2024 General Shareholders’ Meeting
Senao International Co., Ltd.
Audit Committee Convenor: Kung-Liang Yeh
February 16, 2024
Attachment 3
Deloitte.
勤業眾信
勤業眾信聯合會計師事務所 110016台北市信義區松仁路100號20樓
Deloitte & Touche 20F, Taipei Nan Shan Plaza No. 100, San[g] ren Rd., Xin[y] i Dist., Taipei 110016, Taiwan
Tel :+886 (2) 2725-9988 Fax:+886 (2) 4051-6888 www.deloitte.com.tw
INDEPENDENT AUDITORS'REPORT
The Board of Directors and Stockholders Senao International Co., Ltd.
Opinion
We have audited the accompanying parent company only financial statements of Senao International Co., Ltd. ("the Company"), which comprise the parent company only balance sheets as of December 31, 2023 and 2022, and the parent company only statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the parent company only financial statements, including material accounting policy information (collectively referred to as the "parent company only financial statements").
In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the parent company only financial position of the Company as of December 31, 2023 and 2022, and its parent company only financial performance and its parent company only cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Parent Company Only Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matter
Key audit matter is the matter that, in our professional judgment, was of most significance in our audit of the parent company only financial statements for the year ended December 31, 2023. The matter was 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 the matter.
Key audit matter of the parent company only financial statements for the year ended December 31, 2023 is as follows:
Valuation of Inventories
As described in Note 8 to the parent company only financial statements, the carrying amount of the Company’s inventories was $2,312,601 thousand as of December 31, 2023, which represented 23% of the total assets. The inventories of the Company are mainly consisted of communication products such as mobile phones and the peripheral products. Due to rapid changes in technology and continue launches in new models there is a high risk of inventory loss or obsolescence. In addition, the amount of inventories is significant and the valuation of inventories involved significant judgments and estimates made by the management. Consequently, valuation of inventories was considered to be a key audit matter.
For the accounting policy on inventory and the related significant accounting judgments and estimates, refer to Note 4-e. and Note 5.
Corresponding audit procedures mainly includes:
-
Perform control testings to understand the process of valuation of inventories and the design and implementation of relevant controls.
-
Obtain the relevant supporting documents used by the management to evaluate the method and basic assumptions of inventory loss provision at the end of the year, and evaluate the appropriateness.
-
Select samples of the sales price of the inventory at the end of the year to verify and evaluate the reasonableness of the estimated provision for inventory.
Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements
Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of the parent company only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company only financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Company’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Parent Company Only Financial Statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of parent company only the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision, and performance of the Company audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements for the year ended December 31, 2023 and are therefore the key audit matters. We describe these matters in our auditors'report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audits resulting in this independent auditors'report are Yih-Shin Kao and Mei Yen Chiang.
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Deloitte & Touche Taipei, Taiwan Republic of China
February 16, 2024
Notice to Readers
The accompanying parent company only financial statements are intended only to present the financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such parent company only financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors'report and the accompanying parent company only financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors'report and parent company only financial statements shall prevail.
SENAO INTERNATIONAL CO., LTD.
PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)
| ASSETS CURRENT ASSETS Cash and cash equivalents (Note 6) Notes receivable, net (Note 7) Trade receivables, net (Note 7) Trade receivables from related parties (Note 22) Other receivables (Notes 7 and 18) Other receivables from related parties (Note 22) Inventories (Note 8) Prepayments (Note 22) Other current assets Total current assets NONCURRENT ASSETS Financial assets at fair value through other comprehensive income Investments accounted for using equity method (Note 9) Property, plant and equipment (Notes 10, 17 and 22) Right-of-use assets (Notes 11, 17 and 22) Intangible assets (Note 17) Deferred tax assets (Note 18) Refundable deposits (Note 22) Other noncurrent assets Total noncurrent assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Contract liabilities (Note 16) Notes payable (Note 12) Notes payable to related parties (Note 22) Trade payables (Note 12) Trade payables to related parties (Note 22) Other payables (Note 13) Other payables to related parties (Note 22) Lease liabilities - current (Notes 11 and 22) Other current liabilities (Note 22) Total current liabilities NONCURRENT LIABILITIES Deferred tax liabilities (Note 18) Lease liabilities - noncurrent (Notes 11 and 22) Net defined benefit liabilities - noncurrent (Notes 14 and 17) Guarantee deposits Total noncurrent liabilities Total liabilities EQUITY Share capital - ordinary shares (Note 15) Capital surplus (Note 15) Retained earnings (Note 15) Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Total equity TOTAL |
2023 Amount % $ 1,898,556 20 70,134 1 453,466 5 942,372 10 204,970 2 124,806 1 2,312,601 23 63,011 1 22,528 - 6,092,444 63 9,969 - 1,998,413 21 757,085 7 635,141 7 14,580 - 81,007 1 51,048 1 2,999 - 3,550,242 37 $ 9,642,686 100 $ 89,689 1 2,943 - 18 - 1,401,553 15 154,776 2 642,521 7 226,444 2 232,032 2 40,157 - 2,790,133 29 - - 414,464 4 1,054 - 22,403 - 437,921 4 3,228,054 33 2,582,527 27 717,664 7 1,667,579 18 - - 1,478,865 15 3,146,444 33 (32,003) - 6,414,632 67 $ 9,642,686 100 |
2022 | ||
|---|---|---|---|---|
| Amount % $ 1,584,152 16 89,034 1 722,311 7 1,038,884 10 296,472 3 145,245 1 2,700,385 26 62,306 1 65,660 1 6,704,449 66 10,428 - 1,843,427 18 762,167 7 600,357 6 7,181 - 184,644 2 51,568 1 5,206 - 3,464,978 34 $ 10,169,427 100 $ 130,855 1 6,573 - 18 - 1,788,272 18 392,902 4 678,077 7 181,659 2 220,535 2 26,228 - 3,425,119 34 55 - 391,667 4 21,326 - 22,742 - 435,790 4 3,860,909 38 2,582,527 26 717,521 7 1,601,588 16 21,631 - 1,372,000 13 2,995,219 29 13,251 - 6,308,518 62 $ 10,169,427 100 |
The accompanying notes are an integral part of the parent company only financial statements.
SENAO INTERNATIONAL CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| OPERATING REVENUE (Notes 16 and 22) Sales Less: Sales returns Sales discounts and allowances Net sales Service and repairs revenue Total operating revenue OPERATING COSTS (Notes 8, 14, 17 and 22) Cost of goods sold Service and repairs costs Total operating costs GROSS PROFIT OPERATING EXPENSES (Notes 14, 17 and 22) Selling and marketing expenses General and administrative expenses Total operating expenses NET OTHER INCOME AND EXPENSES (Notes 17 and 22) INCOME FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES Other income (Notes 17 and 22) Share of profit or loss of subsidiaries and associates accounted for using equity method Interest income Gain on disposal of investments (Note 9) Interest expense (Notes 17 and 22) Miscellaneous disbursements Net gain on foreign currency exchange Total non-operating income and expenses |
2023 Amount % $ 28,966,631 98 310,965 1 835,796 3 27,819,870 94 1,777,936 6 29,597,806 100 26,039,827 88 483,703 2 26,523,530 90 3,074,276 10 2,351,993 8 326,799 1 2,678,792 9 (93) - 395,391 1 90,165 - 303,817 1 10,309 - 17,706 - (11,435) - (337) - 129 - 410,354 1 |
2022 | ||
|---|---|---|---|---|
| Amount % $ 28,429,612 98 216,357 1 762,384 3 27,450,871 94 1,692,016 6 29,142,887 100 25,662,804 88 452,898 2 26,115,702 90 3,027,185 10 2,398,942 8 310,958 1 2,709,900 9 178 - 317,463 1 86,969 - 387,434 2 4,072 - - - (8,515) - (401) - 236 - 469,795 2 (Continued) |
SENAO INTERNATIONAL CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| INCOME BEFORE INCOME TAX INCOME TAX EXPENSE (Note 18) NET INCOME TOTAL OTHER COMPREHENSIVE INCOME Items that will not be reclassified to profit or loss: Remeasurement of defined benefit plans (Note 14) Unrealized gain or loss on investments in equity instruments at fair value through other comprehensive income Share of remeasurement of defined benefit plans of associates Income tax relating to items that will not be reclassified subsequently to profit or loss (Note 18) Items that may be reclassified subsequently to profit or loss: Exchange differences on translating the financial statements of foreign operations Share of exchange differences arising from the translation of the foreign operations of associates Total other comprehensive income, net of income tax TOTAL COMPREHENSIVE INCOME EARNINGS PER SHARE (Note 19) Basic Diluted |
2023 Amount % $ 805,745 2 100,068 - 705,677 2 17,569 - (459) - (351) - (3,514) - 13,245 - (16,564) - (28,231) - (44,795) - (31,550) - $ 674,127 2 $ 2.73 $ 2.72 |
2022 | ||
|---|---|---|---|---|
| Amount % $ 787,258 3 129,220 1 658,038 2 30,282 - 777 - 1,493 - (6,056) - 26,496 - 3,602 - 6,656 - 10,258 - 36,754 - $ 694,792 2 $ 2.55 $ 2.54 |
||||
| $ | $ | |||
The accompanying notes are an integral part of the parent company only financial statements. (Concluded)
PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars, Except Dividends Per Share)
SENAO INTERNATIONAL CO., LTD.
| Share Capital - Ordinary Shares (Note 15) Capital Surplus (Note 15) BALANCE, JANUARY 1, 2022 $ 2,582,527 $ 717,521 Appropriation of 2021 earnings Legal reserve - - Special reserve - - Cash dividends - NT$2.00 per share - - - - Net income for the year ended December 31, 2022 - - Other comprehensive income for the year ended December 31, 2022 - - Total comprehensive income for the year ended December 31, 2022 - - Disposal of investments in equity investments designated as at fair value through other comprehensive income - - BALANCE, DECEMBER 31, 2022 2,582,527 717,521 Appropriation of 2022 earnings Legal reserve - - Special reserve - - Cash dividends - NT$2.20 per share - - - - Disposal of subsidiaries - 143 Net income for the year ended December 31, 2023 - - Other comprehensive income (loss) for the year ended December 31, 2023 - - Total comprehensive income (loss) for the year ended December 31, 2023 - - BALANCE, DECEMBER 31, 2023 $ 2,582,527 $ 717,664 |
Retained Earnings (Note 15) Exchange Differences on Translating Unrealized Gain (Loss) on Financial Assets at Fair Value Through Other Legal Reserve Special Reserve Unappropriated Earnings Foreign Operations Comprehensive Income $ 1,542,243 $ 32,410 $ 1,277,161 $ 4,564 $ (26,195) 59,345 - (59,345) - - - (10,779) 10,779 - - - - (516,505) - - 59,345 (10,779) (565,071) - - - - 658,038 - - - - 25,719 10,258 777 - - 683,757 10,258 777 - - (23,847) - 23,847 1,601,588 21,631 1,372,000 14,822 (1,571) 65,991 - (65,991) - - - (21,631) 21,631 - - - - (568,156) - - 65,991 (21,631) (612,516) - - - - - - - - - 705,677 - - - - 13,704 (44,795) (459) - - 719,381 (44,795) (459) $ 1,667,579 $ - $ 1,478,865 $ (29,973) $ (2,030) |
Total Equity $ 6,130,231 - - (516,505) (516,505) 658,038 36,754 694,792 - 6,308,518 - - (568,156) (568,156) 143 705,677 (31,550) 674,127 $ 6,414,632 |
|---|---|---|
The accompanying notes are an integral part of the parent company only financial statements.
SENAO INTERNATIONAL CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments to reconcile income before income tax to net cash generated from operating activities: Depreciation expenses Amortization expenses Expected credit reversal of loss Interest expense Interest income Dividend income Share of profit of subsidiaries and associates accounted for using equity method Net loss on disposal of property, plant and equipment Net gain on lease modification Provision for inventory and obsolescence Net loss (gain) on foreign currency exchange Gain on disposal of subsidiaries Changes in operating assets and liabilities: Decrease (increase) in: Notes receivable Trade receivables Trade receivables from related parties Other receivables Other receivables from related parties Inventories Prepayments Other current assets Increase (decrease) in: Contract liabilities Notes payable Trade payables Trade payables to related parties Other payables Other payables to related parties Other current liabilities Net defined benefit liabilities - noncurrent Cash generated from (used in) operations Interest paid Income tax paid Net cash generated from (used in) operating activities |
2023 $ 805,745 340,126 13,562 (1,644) 11,435 (10,309) (516) (303,817) 851 (758) 5,429 1 (17,706) 18,900 270,489 96,512 92,259 20,439 382,355 (705) 43,132 (41,166) (3,630) (386,719) (238,126) (35,556) 44,785 13,929 (2,703) 1,116,594 (11,435) (694) 1,104,465 |
2022 $ 787,258 349,145 13,372 (930) 8,515 (4,072) - (387,434) 232 (410) 826 (732) - 10,619 (35,301) (99,132) (189,377) 6,283 (88,077) 11,287 (19,680) 49,974 1,980 138,243 (721,905) (152,740) (18,975) (4,473) (2,932) (348,436) (8,515) 243 (356,708) (Continued) |
|---|---|---|
SENAO INTERNATIONAL CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)
| CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from disposal of financial assets at fair value through other comprehensive income Proceeds from capital reduction of investments accounted for using equity method Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Decrease in refundable deposits Acquisition of intangible assets Increase in other noncurrent assets Decrease in other noncurrent assets Interest received Dividends received Net cash generated from investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from short-term loans Repayment of short-term loans Decrease in guarantee deposits Repayment of the principal portion of lease liabilities Cash dividends paid Net cash used in financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH AND CASH EQUIVALENTS NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS, BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS, END OF THE YEAR |
2023 $ - 38,639 (37,564) - 520 (20,961) - 2,207 10,246 83,411 76,498 950,000 (950,000) (339) (298,063) (568,156) (866,558) (1) 314,404 1,584,152 $ 1,898,556 |
2022 $ 154 - (35,363) 107 2,374 (1,652) (2,206) - 3,977 82,187 49,578 - - (220) (302,488) (516,505) (819,213) 732 (1,125,611) 2,709,763 $ 1,584,152 |
|---|---|---|
The accompanying notes are an integral part of the parent company only financial statements.
(Concluded)
Deloitte.
勤業眾信
勤業眾信聯合會計師事務所 110016台北市信義區松仁路100號20樓
Deloitte & Touche 20F, Taipei Nan Shan Plaza No. 100, Sangren Rd., Xinyi Dist., Taipei 110016, Taiwan
Tel :+886 (2) 2725-9988 Fax:+886 (2) 4051-6888 www.deloitte.com.tw
INDEPENDENT AUDITORS'REPORT
The Board of Directors and Stockholders Senao International Co., Ltd.
Opinion
We have audited the accompanying consolidated financial statements of Senao International Co., Ltd. and its subsidiaries (the Group), which comprise the consolidated balance sheets as of December 31, 2023 and 2022, the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including material accounting policy information (collectively referred to as the "consolidated financial statements").
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2023 and 2022, its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matter
Key audit matter is the matter that, in our professional judgment, was of most significance in our audit of the consolidated financial statements for the year ended December 31, 2023. The matter was 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 the matter.
Key audit matter of the consolidated financial statements for the year ended December 31, 2023 is as follows:
Valuation of Inventories
As described in Note 8 to the consolidated financial statements, the carrying amount of the inventories held by the Group was $2,379,632 thousand as of December 31, 2023, which represented 24% of the consolidated total assets. The inventories of the Group are mainly consisted of communication products such as mobile phones and the peripheral products. Due to rapid changes in technology and continue launches in new models, there is a high risk of inventory loss or obsolescence. In addition, the amount of inventories is significant and the valuation of inventories involved significant judgments and estimates made by the management. Consequently, valuation of inventories was considered to be a key audit matter.
For the accounting policy on inventory and the related significant accounting judgments and estimates, refer to Note 4-f. and Note 5.
Corresponding audit procedures mainly includes:
-
Perform control testings to understand the process of valuation of inventories and the design and implementation of relevant controls.
-
Obtain the relevant supporting documents used by the management to evaluate the method and basic assumptions of inventory loss provision at the end of the year, and evaluate the appropriateness.
-
Select samples of the sales price of the inventory at the end of the year to verify and evaluate the reasonableness of the estimated provision for inventory.
Other Matter
We have also audited the parent company only financial statements of Senao International Co., Ltd. as of and for the years ended December 31, 2023 and 2022 on which we have issued an unmodified opinion.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRS, IAS, IFRIC, and SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of the consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Group’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2023 and are therefore the key audit matters. We describe these matters in our auditors'report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audits resulting in this independent auditors'report are Yih-Shin Kao and Mei Yen Chiang.
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Deloitte & Touche Taipei, Taiwan Republic of China
February 16, 2024
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors' report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any corifl ct between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors'report and consolidated financial statements shall prevail.
SENAO INTERNATIONAL CO., LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2023 AND 2022
(In Thousands of New Taiwan Dollars)
| ASSETS CURRENT ASSETS Cash and cash equivalents (Note 6) Notes receivable, net (Note 7) Trade receivables, net (Note 7) Trade receivables from related parties (Note 25) Other receivables (Notes 7 and 21) Other receivables from related parties (Note 25) Inventories (Note 8) Prepayments (Note 25) Other current assets (Note 14) Total current assets NONCURRENT ASSETS Financial assets at fair value through other comprehensive income Investments accounted for using equity method (Note 10) Property, plant and equipment (Notes 11, 20 and 25) Right-of-use assets (Notes 12, 20 and 25) Intangible assets (Notes 13 and 20) Deferred tax assets (Note 21) Refundable deposits (Note 25) Other noncurrent assets (Notes 14 and 26) Total noncurrent assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Contract liabilities (Note 19) Notes payable (Note 15) Notes payable to related parties (Note 25) Trade payables (Note 15) Trade payables to related parties (Note 25) Other payables (Note 16) Other payables to related parties (Note 25) Current tax liabilities (Note 21) Lease liabilities - current (Notes 12, 20 and 25) Other current liabilities (Note 25) Total current liabilities NONCURRENT LIABILITIES Deferred tax liabilities (Note 21) Lease liabilities - noncurrent (Notes 12, 20 and 25) Net defined benefit liabilities - noncurrent (Notes 17 and 20) Guarantee deposits Total noncurrent liabilities Total liabilities EQUITY ATTRIBUTABLE TO STOCKHOLDERS OF THE PARENT Share capital - ordinary shares (Note 18) Capital surplus (Note 18) Retained earnings (Note 18) Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Total equity attributable to stockholders of the parent NONCONTROLLING INTERESTS (Note 18) Total equity TOTAL |
2023 Amount % $ 2,168,285 22 70,134 1 606,191 6 894,645 9 207,450 2 124,595 1 2,379,632 24 66,300 1 22,528 - 6,539,760 66 9,969 - 1,564,311 16 786,284 8 642,474 7 103,104 1 84,567 1 55,265 1 47,559 - 3,293,533 34 $ 9,833,293 100 $ 90,454 1 3,075 - 18 - 1,489,909 15 148,106 2 673,181 7 264,940 3 891 - 236,694 3 42,280 - 2,949,548 31 17,663 - 417,423 4 1,054 - 22,403 - 458,543 4 3,408,091 35 2,582,527 26 717,664 7 1,667,579 17 - - 1,478,865 15 3,146,444 32 (32,003) - 6,414,632 65 10,570 - 6,425,202 65 $ 9,833,293 100 |
2022 | ||
|---|---|---|---|---|
| Amount % $ 1,859,023 18 89,061 1 949,118 9 975,128 9 299,091 3 144,967 1 2,797,824 27 69,350 1 65,660 1 7,249,222 70 10,428 - 1,395,858 13 787,695 8 609,540 6 107,640 1 192,971 2 55,485 - 51,464 - 3,211,081 30 $ 10,460,303 100 $ 132,722 2 6,705 - 18 - 1,953,167 19 379,584 4 713,349 7 224,945 2 4,765 - 226,430 2 38,785 - 3,680,470 36 20,079 - 395,519 4 21,326 - 22,742 - 459,666 4 4,140,136 40 2,582,527 24 717,521 7 1,601,588 15 21,631 - 1,372,000 14 2,995,219 29 13,251 - 6,308,518 60 11,649 - 6,320,167 60 $ 10,460,303 100 |
The accompanying notes are an integral part of the consolidated financial statements.
SENAO INTERNATIONAL CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| OPERATING REVENUE (Notes 19 and 25) Sales Less: Sales returns Sales discounts and allowances Net sales Service and repairs revenue Total operating revenue OPERATING COSTS (Notes 8, 17, 20 and 25) Cost of goods sold Service and repairs costs Total operating costs GROSS PROFIT OPERATING EXPENSES (Notes 17, 20 and 25) Selling and marketing expenses General and administrative expenses Total operating expenses NET OTHER INCOME AND EXPENSES (Notes 20 and 25) INCOME FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES Other income (Notes 20 and 25) Share of profit of associates accounted for using equity method Interest income Gain on disposal of investments (Note 9) Net gain (loss) on foreign currency exchange Net gain (loss) on financial assets and liabilities at fair value through profit or loss Interest expense (Notes 20 and 25) Miscellaneous disbursements Total non-operating income and expenses |
2023 Amount % $ 30,377,928 97 316,918 1 869,953 3 29,191,057 93 2,078,075 7 31,269,132 100 27,372,589 88 486,892 2 27,859,481 90 3,409,651 10 2,629,762 8 354,308 1 2,984,070 9 (93) - 425,488 1 89,216 - 279,930 1 12,952 - 17,706 - 129 - - - (11,635) - (469) - 387,829 1 |
2022 | ||
|---|---|---|---|---|
| Amount % $ 30,145,061 97 225,014 1 786,537 2 29,133,510 94 2,025,084 6 31,158,594 100 27,301,887 88 459,161 1 27,761,048 89 3,397,546 11 2,698,594 9 339,346 1 3,037,940 10 (9,380) - 350,226 1 87,192 - 359,842 1 5,147 - - - 236 - 3 - (8,738) - (464) - 443,218 1 (Continued) |
SENAO INTERNATIONAL CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| INCOME BEFORE INCOME TAX INCOME TAX EXPENSE (Note 21) NET INCOME TOTAL OTHER COMPREHENSIVE INCOME Items that will not be reclassified to profit or loss: Remeasurement of defined benefit plans (Note 17) Unrealized gain or loss on investments in equity instruments at fair value through other comprehensive income Share of remeasurement of defined benefit plans of associates Income tax relating to items that will not be reclassified subsequently to profit or loss (Note 21) Items that may be reclassified subsequently to profit or loss: Exchange differences on translating the financial statements of foreign operations Share of exchange differences arising from the translation of the foreign operations of associates Total other comprehensive income, net of income tax TOTAL COMPREHENSIVE INCOME NET INCOME ATTRIBUTABLE TO: Shareholders of the parent Noncontrolling interests COMPREHENSIVE INCOME ATTRIBUTABLE TO: Shareholders of the parent Noncontrolling interests |
2023 Amount % $ 813,317 2 108,719 - 704,598 2 17,569 - (459) - (351) - (3,514) - 13,245 - (16,564) - (28,231) - (44,795) - (31,550) - $ 673,048 2 $ 705,677 2 (1,079) - $ 704,598 2 $ 674,127 2 (1,079) - $ 673,048 2 |
2022 | ||
|---|---|---|---|---|
| Amount % $ 793,444 2 136,559 - 656,885 2 30,282 - 777 - 1,493 - (6,056) - 26,496 - 3,602 - 6,656 - 10,258 - 36,754 - $ 693,639 2 $ 658,038 2 (1,153) - $ 656,885 2 $ 694,792 2 (1,153) - $ 693,639 2 (Continued) |
SENAO INTERNATIONAL CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| EARNINGS PER SHARE (Note 22) Basic Diluted |
2023 Amount % $ 2.73 $ 2.72 |
2022 |
|---|---|---|
| Amount % $ 2.55 $ 2.54 |
The accompanying notes are an integral part of the consolidated financial statements.
(Concluded)
SENAO INTERNATIONAL CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2023 AND 2022
(In Thousands of New Taiwan Dollars, Except Dividends Per Share)
| BALANCE, JANUARY 1, 2022 Appropriation of 2021 earnings Legal reserve Special reserve Cash dividends - NT$2.00 per share Net income for the year ended December 31, 2022 Other comprehensive income for the year ended December 31, 2022 Total comprehensive income (loss) for the year ended December 31, 2022 Disposal of investments in equity investments designated as at fair value through other comprehensive income BALANCE, DECEMBER 31, 2022 Appropriation of 2022 earnings Legal reserve Special reserve Cash dividends - NT$2.20 per share Disposal of subsidiaries Net income for the year ended December 31, 2023 Other comprehensive income (loss) for the year ended December 31, 2023 Total comprehensive income (loss) for the year ended December 31, 2023 BALANCE, DECEMBER 31, 2023 |
Equity Attributable to Stockholders of the Parent | Equity Attributable to Stockholders of the Parent | Noncontrolling Total Interests (Note 18) $ 6,130,231 $ 12,802 - - - - (516,505) - (516,505) - 658,038 (1,153) 36,754 - 694,792 (1,153) - - 6,308,518 11,649 - - - - (568,156) - (568,156) - 143 - 705,677 (1,079) (31,550) - 674,127 (1,079) $ 6,414,632 $ 10,570 |
Total Equity $ 6,143,033 - - (516,505) (516,505) 656,885 36,754 693,639 - 6,320,167 - - (568,156) (568,156) 143 704,598 (31,550) 673,048 $ 6,425,202 |
|
|---|---|---|---|---|---|
| Share Capital - Ordinary Shares (Note 18) Capital Surplus (Note 18) $ 2,582,527 $ 717,521 - - - - - - - - - - - - - - - - 2,582,527 717,521 - - - - - - - - - 143 - - - - - - $ 2,582,527 $ 717,664 |
Retained Earnings (Note 18) Legal Reserve Special Reserve Unappropriated Earnings $ 1,542,243 $ 32,410 $ 1,277,161 59,345 - (59,345) - (10,779) 10,779 - - (516,505) 59,345 (10,779) (565,071) - - 658,038 - - 25,719 - - 683,757 - - (23,847) 1,601,588 21,631 1,372,000 65,991 - (65,991) - (21,631) 21,631 - - (568,156) 65,991 (21,631) (612,516) - - - - - 705,677 - - 13,704 - - 719,381 $ 1,667,579 $ - $ 1,478,865 |
Other Equity Exchange Differences on Translating Unrealized Gain (Loss) on Financial Assets at Fair Value Through Other Foreign Operations Comprehensive Income $ 4,564 $ (26,195) - - - - - - - - - - 10,258 777 10,258 777 - 23,847 14,822 (1,571) - - - - - - - - - - - - (44,795) (459) (44,795) (459) $ (29,973) $ (2,030) |
The accompanying notes are an integral part of the consolidated financial statements.
SENAO INTERNATIONAL CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments to reconcile income before income tax to net cash generated from operating activities: Depreciation expenses Amortization expenses Expected credit reversal of loss Net gain on financial assets and liabilities at fair value through profit or loss Interest expense Interest income Dividend income Share of profit of associates accounted for using equity method Net loss on disposal of property, plant and equipment Net gain on lease modification Impairment loss recognized on non-financial assets Provision for inventory and obsolescence Net loss on foreign currency exchange Gain on disposal of subsidiaries Changes in operating assets and liabilities: Decrease (increase) in: Notes receivable Trade receivables Trade receivables from related parties Other receivables Other receivables from related parties Inventories Prepayments Other current assets Increase (decrease) in: Contract liabilities Notes payable Trade payables Trade payables to related parties Other payables Other payables to related parties Other current liabilities Net defined benefit liabilities - noncurrent Cash generated from (used in) operations Interest paid Income tax paid Net cash generated from (used in) operating activities |
2023 $ 813,317 347,639 25,623 (1,644) - 11,635 (12,952) (516) (279,930) 851 (758) - 5,704 1,286 (17,706) 18,927 344,571 80,483 92,417 20,372 412,488 3,050 43,132 (42,268) (3,630) (463,258) (231,478) (40,168) 39,995 3,495 (2,703) 1,167,974 (11,635) (10,827) 1,145,512 |
2022 $ 793,444 357,729 26,646 (930) (3) 8,738 (5,147) - (359,842) 243 (410) 9,547 759 4,102 - 10,632 (54,667) (66,213) (189,148) 6,357 (102,226) 11,334 (20,912) 50,023 1,823 135,446 (730,284) (158,041) (34,334) 1,876 (2,932) (306,390) (8,738) (14,026) (329,154) (Continued) |
|---|---|---|
SENAO INTERNATIONAL CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)
| CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of financial assets at fair value through profit or loss Proceeds from financial assets at fair value through profit or loss Proceeds from sale of financial assets at fair value through other comprehensive income Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Decrease in refundable deposits Acquisition of intangible assets Acquisition of time deposits with maturities of more than three months Proceeds from disposal of time deposits with maturities of more than three months Increase in other noncurrent assets Decrease in other noncurrent assets Interest received Dividends received Net cash generated from investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from short-term loans Repayment of short-term loans Decrease in guarantee deposits Repayment of the principal portion of lease liabilities Cash dividends paid Net cash used in financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH AND CASH EQUIVALENTS NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS, BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS, END OF THE YEAR |
2023 $ - - - (42,339) 11 220 (21,087) - - - 3,905 12,884 83,411 37,005 961,000 (961,000) (339) (304,759) (568,156) (873,254) (1) 309,262 1,859,023 $ 2,168,285 |
2022 $ (5,000) 5,003 154 (35,658) 108 21,295 (1,798) (37,774) 37,774 (2,206) - 5,031 49,737 36,666 13,000 (13,000) (220) (309,481) (516,505) (826,206) 732 (1,117,962) 2,976,985 $ 1,859,023 |
|---|---|---|
The accompanying notes are an integral part of the consolidated financial statements.
(Concluded)
Attachment 4
Senao International Co., Ltd. Earnings Distribution Plan Fiscal Year 2023
| Senao International Co., Ltd. Earnings Distribution Plan Fiscal Year 2023 |
Senao International Co., Ltd. Earnings Distribution Plan Fiscal Year 2023 |
Senao International Co., Ltd. Earnings Distribution Plan Fiscal Year 2023 |
|---|---|---|
| Unit: NT$ | ||
| Item | Amount | |
| Beginning undistributed retained earnings | 759,483,473 | |
| Net income of 2023 | 705,676,943 | |
| Add: remeasurements of defined benefit plans recognizedin retained earnings |
13,704,689 | |
| Total amount of after-tax net income for the period and other items adjusted to the current year’s undistributed earnings other than after- tax netincomeforthe period |
719,381,632 | |
| Less: Appropriation of 10% retained earnings for legal reserve |
(71,938,163) | |
| Less: Appropriation of special reserve in accordance with laws |
(32,003,356) | |
| Distributable retained earnings for current period |
1,374,923,586 | |
| Distribution item for current period: | ||
| Cash dividends on Common Shares (NT$2.00 pershare) |
(516,505,314) | |
| Ending undistributed retained earnings | 858,418,272 |
Chairman: Manager: Accounting Manager:
The current number of outstanding shares is 258,252,657 shares, and the cash dividend is NT$2.0 per share.
Note: The Company’s principle for earnings distribution is that the distributable retained earnings of 2023 should be distributed with priority.
Attachment 5
Senao International Co., Ltd. The Comparison Table of the Amended “Articles of Incor oration” p
| Amended Article | Original Article | Explanation |
|---|---|---|
| Article 2: The scope of business of the Company is as follows: 1. CC01060 Wired Communication Mechanical Equipment Manufacturing. 2. CC01070 Wireless Communication Mechanical Equipment Manufacturing. 3. CC01110 Computer and Peripheral Equipment Manufacturing. 4. E605010 Computer Equipment Installation 5. F118010 Wholesale of Computer Software. 6. F218010 Retail Sale of Computer Software. 7. I301010 Information Software Services. 8. I301020 Data Processing Services. 9. I301030 Electronic Information Supply Services. 10. CB01020 Affairs Machine Manufacturing. 11. F113050 Wholesale of Computers and Clerical Machinery Equipment. 12. F213030 Retail Sale of Computers and Clerical |
Article 2: The scope of business of the Company is as follows: 1. CC01060 Wired Communication Mechanical Equipment Manufacturing. 2. CC01070 Wireless Communication Mechanical Equipment Manufacturing. 3. CC01110 Computer and Peripheral Equipment Manufacturing. 4. E605010 Computer Equipment Installation 5. F118010 Wholesale of Computer Software. 6. F218010 Retail Sale of Computer Software. 7. I301010 Information Software Services. 8. I301020 Data Processing Services. 9. I301030 Electronic Information Supply Services. 10. CB01020 Affairs Machine Manufacturing. 11. F113050 Wholesale of Computers and Clerical Machinery Equipment. 12. F213030 Retail Sale of Computers and Clerical |
Add new business items and delete the items that have not been actually operated in response to the business to be operated. |
| Amended Article | Original Article | Explanation |
|---|---|---|
| Machinery Equipment. 13. CC01090 Manufacture of Batteries and Accumulators. 14. F113110 Wholesale of Batteries. 15. F213110 Retail Sale of Batteries. 16. CC01100 Controlled Telecommunications Radio-Frequency Devices and Materials Manufacturing. 17. F113070 Wholesale of Telecommunication Apparatus. 18. F213060 Retail Sale of Telecommunication Apparatus 19. IE01010 Telecommunications Service Number Agencies 20. CC01030 Electrical Appliances and Audiovisual Electronic Products Manufacturing. 21. F113020 Wholesale of Electrical Appliances. 22. F213010 Retail Sale of Electrical Appliances. 23. J303010 Magazine (Periodical) Publishing. 24. F401010 International Trade. 25. I103060 Management Consulting. 26. JE01010 Rental and Leasing. 27. IZ99990 Other Industrial |
Machinery Equipment. 13. CC01090 Manufacture of Batteries and Accumulators. 14. F113110 Wholesale of Batteries. 15. F213110 Retail Sale of Batteries. 16. CC01101 Controlled Telecommunications Radio-Frequency Devices and Materials Manufacturing. 17. F401021 Restrained Telecom Radio Frequency Equipment and Materials Import. 18. F113070 Wholesale of Telecommunication Apparatus. 19. F213060 Retail Sale of Telecommunication Apparatus 20. IE01010 Telecommunications Service Number Agencies 21. CC01030 Electrical Appliances and Audiovisual Electronic Products Manufacturing. 22. F113020 Wholesale of Electrical Appliances. 23. F213010 Retail Sale of Electrical Appliances. 24. J303010 Magazine (Periodical) Publishing. 25. F401010 International Trade. 26. I103060 Management |
| Amended Article | Original Article | Explanation |
|---|---|---|
| and Commercial Services. 28. F108031 Wholesale of Medical Devices. 29. F208031 Retail Sale of Medical Apparatus. 30. F102020 Wholesale of Edible Fat and Oil. 31. F102030 Wholesale of Tobacco and Alcohol. 32. F102040 Wholesale of Nonalcoholic Beverages. 33. F102170 Wholesale of Foods and Groceries. 34. F104110 Wholesale of Cloths, Garments, Shoes, Hats, Umbrellas and Clothing Accessories. 35. F105050 Wholesale of Furniture, Bedding Kitchen Utensils and Fixtures. 36. F106010 Wholesale of Hardware. 37. F106020 Wholesale of Daily Commodities. 38. F108040 Wholesale of Cosmetics. 39. F109070 Wholesale of Culture, Education, Musical Instruments and Educational Entertainment Supplies 40. F110010 Wholesale of Clocks and Watches. 41. F110020 Wholesale of Glasses. 42. F111090 Wholesale of Building Materials. 43. F112040 Wholesale of |
Consulting. 27. JE01010 Rental and Leasing. 28. IZ99990 Other Industrial and Commercial Services. 29. F108031 Wholesale of Medical Devices. 30. F208031 Retail Sale of Medical Apparatus. 31. F102020 Wholesale of Edible Fat and Oil. 32. F102030 Wholesale of Tobacco and Alcohol. 33. F102040 Wholesale of Nonalcoholic Beverages. 34. F102170 Wholesale of Foods and Groceries. 35. F104110 Wholesale of Cloths, Garments, Shoes, Hats, Umbrellas and Clothing Accessories. 36. F105050 Wholesale of Furniture, Bedding Kitchen Utensils and Fixtures. 37. F106010 Wholesale of Hardware. 38. F106020 Wholesale of Daily Commodities. 39. F108040 Wholesale of Cosmetics. 40. F109070 Wholesale of Culture, Education, Musical Instruments and Educational Entertainment Supplies 41. F110010 Wholesale of Clocks and Watches. 42. F110020 Wholesale of |
| Amended Article | Original Article | Explanation |
|---|---|---|
| Petroleum Products. 44. F113010 Wholesale of Machinery. 45. F113030 Wholesale of Precision Instruments. 46. F113060 Wholesale of Measuring Instruments. 47. F114010 Wholesale of Motor Vehicles. 48. F114030 Wholesale of Motor Vehicle Parts and Motorcycle Parts, Accessories. 49. F114040 Wholesale of Bicycle and Component Parts Thereof. 50. F114050 Wholesale of Tires. 51. F115010 Wholesale of Jewelry and Precious Metals. 52. F116010 Wholesale of Camera Equipment. 53. F119010 Wholesale of Electronic Materials 54. F201010 Retail Sale of Agricultural Products. 55. F201020 Retail Sale of Livestock Products. 56. F201050 Retail sale of Fishing Tackles. 57. F201070 Retail sale of Flowers. 58. F201090 Retail Sale of Ornamental Fishes. 59. F201990 Retail Sale of Other Agricultural, Livestock and Aquaculture Products. 60. F202010 Retail Sale of |
Glasses. 43. F111090 Wholesale of Building Materials. 44. F112040 Wholesale of Petroleum Products. 45. F113010 Wholesale of Machinery. 46. F113030 Wholesale of Precision Instruments. 47. F113060 Wholesale of Measuring Instruments. 48. F114010 Wholesale of Motor Vehicles. 49. F114030 Wholesale of Motor Vehicle Parts and Motorcycle Parts, Accessories. 50. F114040 Wholesale of Bicycle and Component Parts Thereof. 51. F114050 Wholesale of Tires. 52. F115010 Wholesale of Jewelry and Precious Metals. 53. F116010 Wholesale of Camera Equipment. 54. F119010 Wholesale of Electronic Materials 55. F201010 Retail Sale of Agricultural Products. 56. F201020 Retail Sale of Livestock Products. 57. F201050 Retail sale of Fishing Tackles. 58. F201070 Retail sale of Flowers. 59. F201090 Retail Sale of Ornamental Fishes. 60. F201990 Retail Sale of |
| Amended Article | Original Article | Explanation |
|---|---|---|
| Feeds. 61. F203010 Retail Sale of Food, Grocery and Beverage. 62. F203020 Retail Sale of Tobacco and Alcohol. 63. F204110 Retail Sale of Cloths, Garments, Shoes, Hats, Umbrellas and Clothing Accessories. 64. F205040 Retail Sale of Furniture, Bedding Kitchen Utensils and Fixtures. 65. F206010 Retail Sale of Hardware. 66. F206020 Retail Sale of daily commodities. 67. F206050 Retail Sale of Pet Food and Supplies. 68. F207030 Retail Sale of Cleaning Supplies. 69. F207050 Retail Sale of Fertilizer. 70. F208040 Retail Sale of Cosmetics. 71. F208050 Retail Over- the-counter drugs class B. 72. F209060 Retail Sale of Culture, Education, Musical Instruments and Educational Entertainment Supplies. 73. F210010 Retail Sale of Watches and Clocks. 74. F210020 Retail Sale of Glasses. 75. F211010 Retail Sale of Building Materials. |
Other Agricultural, Livestock and Aquaculture Products. 61. F202010 Retail Sale of Feeds. 62. F203010 Retail Sale of Food, Grocery and Beverage. 63. F203020 Retail Sale of Tobacco and Alcohol. 64. F204110 Retail Sale of Cloths, Garments, Shoes, Hats, Umbrellas and Clothing Accessories. 65. F205040 Retail Sale of Furniture, Bedding Kitchen Utensils and Fixtures. 66. F206010 Retail Sale of Hardware. 67. F206020 Retail Sale of daily commodities. 68. F206050 Retail Sale of Pet Food and Supplies. 69. F207030 Retail Sale of Cleaning Supplies. 70. F207050 Retail Sale of Fertilizer. 71. F208040 Retail Sale of Cosmetics. 72. F208050 Retail Over- the-counter drugs class B. 73. F209060 Retail Sale of Culture, Education, Musical Instruments and Educational Entertainment Supplies. 74. F210010 Retail Sale of Watches and Clocks. |
| Amended Article | Original Article | Explanation |
|---|---|---|
| 76. F212050 Retail Sale of Petroleum Products. 77. F213040 Retail Sale of Precision Instruments. 78. F213050 Retail Sale of Measuring Instruments. 79. F213080 Retail Sale of Motor Vehicles. 80. F214010 Retail Sale of Motor Vehicles. 81. F214020 Retail Sale of Motorcycles. 82. F214030 Retail Sale of Motor Vehicle Parts and Motorcycle Parts, Accessories. 83. F214040 Retail Sale of Bicycle and Component Parts Thereof. 84. F214050 Retail Sale of Tires. 85. F215010 Retail Sale of Jewelry and Precious Metals. 86. F216010 Retail Sale of Camera Equipment. 87. F219010 Retail Sale of Electronic Materials. 88. F299990 Retail Sale of Other Products. 89. F301010 Department Stores. 90. F301020 Supermarkets. 91. F399010 Convenience Stores. 92. F399040 Retail Sale No Storefront. 93. F399990 Retail sale of Other Integrated. 94. G801010 Warehousing. |
75. F210020 Retail Sale of Glasses. 76. F211010 Retail Sale of Building Materials. 77. F212050 Retail Sale of Petroleum Products. 78. F213040 Retail Sale of Precision Instruments. 79. F213050 Retail Sale of Measuring Instruments. 80. F213080 Retail Sale of Motor Vehicles. 81. F214010 Retail Sale of Motor Vehicles. 82. F214020 Retail Sale of Motorcycles. 83. F214030 Retail Sale of Motor Vehicle Parts and Motorcycle Parts, Accessories. 84. F214040 Retail Sale of Bicycle and Component Parts Thereof. 85. F214050 Retail Sale of Tires. 86. F215010 Retail Sale of Jewelry and Precious Metals. 87. F216010 Retail Sale of Camera Equipment. 88. F219010 Retail Sale of Electronic Materials. 89. F299990 Retail Sale of Other Products. 90. F301010 Department Stores. 91. F301020 Supermarkets. 92. F399010 Convenience Stores. 93. F399040 Retail Sale No |
| Amended Article | Original Article | Explanation |
|---|---|---|
| 95. F401161 Tobacco Products Import. 96. F401171 Alcohol Products Importation. 97. F106060Wholesale of Pet Food and Supplies. 98. F107030 Wholesale of Cleaning Supplies. 99. F107070 Wholesale of Veterinary Drugs. 100. F108021 Wholesale of Western Pharmaceutical. 101. F207070 Retail Sale of Veterinary Drugs. 102. F207080 Retail Sale of Environmental Agents. 103. F207990 Retail Sale of Other Chemical Products. 104. F208021 Retail Sale of Western Pharmaceutical. 105. ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval. |
Storefront. 94. F399990 Retail sale of Other Integrated. 95. G801010 Warehousing. 96. I301040 The Third-Party Payment. 97. F401161 Tobacco Products Import. 98. F401171 Alcohol Products Importation. 99. ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval. |
|
| Article 31 These Articles of Incorporation were adopted on May 7, 1979. (Omitted) The 30th amendment was made on June 14, 2019. The 31st amendment was made on August 18, 2021. The 32nd amendment was made on June 15,2022.The 33rd |
Article 31 These Articles of Incorporation were adopted on May 7, 1979. (Omitted) The 30th amendment was made on June 14, 2019. The 31st amendment was made on August 18, 2021. The 32nd amendment was |
To add the number and date of this amendment. |
| Amended Article | Original Article | Explanation |
|---|---|---|
| amendment was made on May 20, 2024. |
made on June 15, 2022. |