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SINBON Electronics — Annual Report 2023
May 30, 2023
52256_rns_2023-05-30_fb5f0ee8-d653-4184-9cc3-90a240bf4e2d.pdf
Annual Report
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Taiwan Stock Exchange Code: 3023
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SINBON Electronics Co., Ltd.
2022 Annual Report
Notice to readers
This English version annual report is a summary translation of the Chinese version and is not an official document of the shareholders’ meeting. If there is any discrepancy between the English version and the Chinese version, the Chinese version shall prevail.
SINBON annual report is available at website: http://mops.twse.com.tw
Printed on April 1, 2023
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Spokesperson and acting spokesperson
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(1) Spokesperson
Name: Matthew Chang Title: CFO
Phone: +886-2-2698-9999
E-mail: [email protected]
- (2) Deputy Spokesperson
Name: Irene Chiu Title: Assistant manager Phone: +886-2-2698-9999 E-mail: [email protected]
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Address and phone number of headquarters and factories
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Headquarters: 4F.-13, No.79, Sec. 1, Xintai 5th Rd., Xizhi, New Taipei City 221, Taiwan Phone: +886-2-2698-9999
Factory: 582 Kuohua Rd., Miaoli City, Miaoli 360, Taiwan Phone: +886-37-330-099
- Stock transfer service
Name: Registrar Agency Department, Taishin Securities Co., Ltd. Address: B1F., No. 96, Section 1, Jianguo N Road, Zhongshan, Taipei 104, Taiwan Phone: +886-2-2504-8125
Website: https://www.tssco.com.tw/stocktransfer
- Certifying CPA of last-year financial statements
CPA Firm: Ernst & Young, Taiwan CPA: Tzu-Ping Huang and Ming-Hung Chen
Address: 26F., No. 186, Shizheng N. 7th Rd., Taichung City, Taiwan Phone: +886-4-2259-8999
Website: http://www.ey.com/tw
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Overseas listing: None
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Corporate website: http://www.sinbon.com
Table of Contents
| Table of Contents | ||
|---|---|---|
| Page | ||
| Chapter I. A | Letter to Shareholders | 1 |
| I. | Business Policy and Practice | 1 |
| II. | Business Highlight in 2022 | 1 |
| III. | Summary of 2023 Business Plan | 4 |
| IV. | The influence of the external competitive environment, regulatory | |
| environment and macroeconomic environment | 5 | |
| V. | Development strategy of the Company in the future | 6 |
| Chapter II. Company profile | ||
| I. | Date of establishment | 7 |
| II. | Milestone | 7 |
| Chapter III. Corporate Governance Report | ||
| I. | Organization system | 9 |
| II. | Profiles of the Directors, President, Vice Presidents, Assistant Vice | |
| Presidents, function heads and branch heads | 12 | |
| III. | Remuneration to the Directors, President and Vice Presidents in the | |
| previous period | 30 | |
| IV. | Pursuit of corporate governance | 38 |
| V. | Information on fee for CPAs service | 84 |
| VI. | Information on replacement of CPAs | 85 |
| VII. | In case the Chairman, President, Chief Financial Officer or Chief | |
| Accounting Officer of the Company who has been employed by the | ||
| CPA firm retained for services or its affiliate, disclose the name, | ||
| occupational title, and the duration of employment by the CPA firm | ||
| or its affiliate | 86 | |
| VIII. | In the previous period to the date this report was printed, the | |
| transfer of shares or changes in the pledge of shares under lien by | ||
| the Directors, Managers, and shareholders holding more than 10% of | ||
| the shares issued by the Company | 86 | |
| IX. | The top 10 shareholders by proportion of shareholding are related | |
| parties, spouse, kindred within the 2nd tier to one another | 89 | |
| X. | The quantity of shares issued by particular investee company held | |
| jointly by the Directors, Managers, and direct or indirect controlled | ||
| entity of the Company, and the proportion of shares under joint | ||
| holding | 92 | |
| Chapter IV. Status of fundraising | ||
| I. | Capital stock and shares | 93 |
| II. | Corporate Bonds | 104 |
| III. | Preferred shares | 105 |
| IV. | Overseas depository receipts | 105 |
| V. | Employee Stock Option | 105 |
| VI. | RSU/RSA | 105 |
| VII. | Merger and Acquisition (including merger, acquisition and spinoff) | 105 |
| VIII. | Information on the implementation of the capital utilization plan | 105 |
| Page | ||
|---|---|---|
| Chapter V. Operation Highlights | ||
| I. | Content of business | 106 |
| II. | Market, Production and Sale | 123 |
| III. | The number of employees, the average years of seniority in services, | |
| average age, and education in the last 2 years to the date this report | ||
| was printed | 126 | |
| IV. | Information on expenditures on environmental protection | 126 |
| V. | Labor-Management Relation | 127 |
| VI. | Information Security Management | 129 |
| VII. | Important agreements | 132 |
| Chapter VI. | Financial Information | |
| I. | Condensed Balance Sheet and Comprehensive Income Statement | |
| (2018-2022) Specify the names of the independent auditors and | ||
| audit opinion | 135 | |
| II. | Financial Analysis 2018~2022 | 140 |
| III. | Supervisors or Auditing Committee Review Report on the Financial | |
| Statements of the Previous Period | 145 | |
| IV. | The financial report of the previous period, including the | |
| Independent Auditors Report, the Balance Sheet, Comprehensive | ||
| Income Statement, Statement of Change in Shareholders Equity, | ||
| Statement of Cash Flows and notes to the financial statements | ||
| covering the two periods for comparison | 146 | |
| V. | Parent Company Only Financial Statements for the Years Ended | |
| December 31, 2022 and 2021 and Independent Auditors’ Report | ||
| (Not including The Contents of Statements Of Major Accounting | ||
| Items) | 269 | |
| VI. | Any insolvency to the Company and its subsidiaries in the previous | |
| period to the date this report was printed, and the influence on the | ||
| financial position of the Company | 379 | |
| Chapter VII. Review and analysis of financial position and performance, and risks | ||
| I. | Financial position | 380 |
| II. | Financial performance | 380 |
| III. | Cash flows | 381 |
| IV. | The influence of significant capital spending in the previous year on | |
| the financial position of the Company | 381 | |
| V. | The direct investment policy of the previous period, the principal | |
| cause of profit or loss, corrective action plan, and the investment | ||
| plan in the year ahead | 382 | |
| VI. | Risks | 382 |
| Chapter VIII. Additional information: | ||
| I. | Profiles of the affiliates | 386 |
| II. | Offering of securities through private placement in the previous | |
| period to the date this report was printed | 396 | |
| III. | The holding or disposal of the shares issued by the Company by | |
| subsidiaries in the previous period to the date this report was | ||
| printed | 396 |
| Page | |
|---|---|
| IV. Supplementary information |
396 |
| Chapter IX. The occurrence of the incidents as stated in subparagraph 2 of | |
| Paragraph 3 under Article 36 of this law that caused significant influence on | |
| shareholders equipment or stock price in the previous period to the date this | |
| report was printed | 396 |
Chapter I. A Letter to Shareholders
- I. Business Policy and Practice:
The Chief Executive Officer and the Vice President of the Company are charged with logistics management while the President is in charge of 2 Business Groups, the R&D Division, Global Supply Chain Management Division, Quality Assurance and Engineering Service Center, Production and Operation Research Management Division, and Operation Performance Management Division. The gravity of business operation covers:
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(I) The research and integrated manufacturing of electronic parts and components: manufacturing of wire harness, PCBA, wireless communication parts and components, and integrated electronic parts and components. The Company has successfully entered into the fields of automotive electronic parts and components, parts and components for electronic medical devices, EV, green energy, and industrial intelligence.
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(II) Dealership of electronic related parts and components: dealing with the trading of connectors made by HRS of Japan, GPS Module, R/F antennae module, Driver IC and other strategic electronic parts and components.
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(III) The Company seeks to further develop its business territory of electronic parts and components through direct investment, strategic alliance, and mergers & acquisitions. Examples are the investment to establish SINBON Hungary, SINBON USA, SINBON Ohio, which enabled the Company to enter into the production and manufacturing of connectors and venture capitalists for possible joint venture.
The Company wishes to provide customers vertical service for Total Solutions at one-stop. Further to the positive development of new products and providing integrated and professional engineering services, the Company also successfully integrated the resources of its overseas subsidiaries through organization re-engineering and integration of information system to yield synergy to its entirety.
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II. Business Highlight in 2022:
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(I) Business Performance:
- In 2022, the parent company of SINBON had net sale amounting to NT$7,691,998 thousand with gross margin at 27% and operating income amounting to NT$471,073 thousand, and net income of NT$2,880,553 thousand with earnings per share at NT$12.22 after taxation. The consolidated net sale of the whole group amounted to NT$30,574,800 thousand with gross margin at 25% and operating income amounting to NT$3,326,449 thousand, and net income of NT$3,023,030 thousand. With the addition of net minority shareholder equity of NT$142,477 thousand, net income attributable to shareholders of the parent company amounted to NT$2,880,553 thousand with earnings per share at NT$12.22 after taxation.
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(II) The execution of operation budget:
The operating income plan was achieved at 103.59% with gross margin attainment at 104.01%, and operating income attained at 100.33% as planned. Net income attainment at 104.92% and the profit goal has been achieved as expected.
- (III) Profitability analysis:
| achieved as expected. Profitability analysis: |
||
|---|---|---|
| Item | 2022 | 2021 |
| Return on Assets(%) | 15 | 15 |
| Return on Equity (%) | 25 | 24 |
| Earnings before taxation to paid-in capital ratio(%) |
143 |
117 |
| Netprofit rate(%) | 37 | 34 |
| Earningsper share(NTD) | 12.22 | 10.00 |
- (IV) R&D Outlook:
| Earningsper share( R&D Outlook: |
NTD) 12.22 10.00 |
|---|---|
| Year | Result of R&D |
| 2011-2012 | Successful development of HDMI,DDR 3, DDR 4, USB and other connectors and additional effort in the development of PV of which Junction Box, PV Connector and Cable have passed the tests of TUV and UL in PV international standard. |
| 2013-2014 | Our investee company, DigiO2, a digital medical service firm, engaged in a joint venture with the Remote Care Center of National Taiwan University Hospital in the remote care service project thereby developed the portable medical spraying device of “Brezze®Nebulizer”. This also enabled us to win the 2013 iF gold award in design from Germany. |
| 2015-2016 | 1. Tablet PC development to DVT stage for SF Express. 2. Development to DVT stage for PC monitoring and control system. 3. EV Charger, EV charging gun, and AC charger pole are achieved at the DVT stage. |
| 2017-2018 | 1. Assistance to the clients in the USA in the development of smart drug cabinet control line, smart light adjustable window control line. 2. Development of robotic arm control line, electronic fireplace, smart grids and other customized products. |
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| 2018-2019 | 1. Development of the sensor of safety air-bag belt, smart water heater, and parking lot display system. 2. AIOT (Artificial Intelligence of Things), the application system of AI x IoT. |
|---|---|
| 2020-2021 | 1. Development of factory use automated data collector. This device can collect data on the status of machine operation and repetitions of the use of tool, and can generate product quantity data in real-time as interface for electronic production report for combining with the IoT technology to upload the data to cloud system in real-time. 2. Development of factory MES system to provide a platform for real-time information that gives assistance to the factory end in keeping production in control and the progress of work, and early warning on equipment maintenance. This helps management staff to improve their work efficiency and tracking the production. 3. Development of image verification system for assisting factory end for confirmation of the line color, line location and content of the label. This helps to eliminate the probability of human error in identification process. |
| 2022- | 1. The development, application, and cloud database of the integrated system for the control of smart car IoT & electric bike. 2. Furthering the technology in the research and development of products in the field of Data Capture (including Single& four slot Ethernet Cradle, Vehicle cradle, and Vehicle charger, and essential peripherals of industrial grade terminal) and the nurturing of the engineering and integration capacity. 3. Design and production of semiconductor equipment cabinets. 4. AI warehouse robots for moving materials to the production lines. 5. Development of various kinds of Mobility products, charging connectors for big current battery. 6. Fitness training and Box Build 7. Electric Heavy Bikes |
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In 2022, the Group spent NT$950,978 thousand on research and development, which was an increase of 12% from the same period of the previous year. Significant effort has been made in the development of IoT, warehouse automation equipment, smart cars, green energy industries, robotic application, smart home and electronic parts and components. Ongoing improvement will be made on factory equipment efficiency. The Group is expected to spend at least NT$300 million or at least 3% of its revenue in research and development every year in the future.
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III. Summary of 2023 Business Plan:
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(I) Business policy in 2023:
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Customized heavy-duty, water-proof and weather-resistance electronic wire harness and connector solutions: provide customized wire harness design, with extension to physical design, PCB assembly, Smart Cable and other integrated engineering services. The products will be used in green energy industries, EV charging equipment, high precision equipment, semiconductor equipment, and different kinds of medical testing equipment. SINBON was engaged in the business of electric bikes over the years.
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Ongoing dealership of electronic parts and components: With years of experience and professional standing in parts and components, The Company provides the customers with consultation service and technical support in different kinds of electronic parts and components, and emerged as the most reliable partner of the customers and agents.
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Advocacy and pursuit of ESG sustainability strategy: the Company reorganized the Corporate Social Responsibility Committee and established the Sustainability Committee in 2021. The CEO acts as the Director of this committee. The position of Sustainability Officer has also been created and is in charge of the “Sustainable Development Office” as the designated body for the advocacy and pursuit of ESG sustainability. The Sustainability Committee is consisted of 6 teams charged with the duties of “corporate governance”, “Green SINBON”, “environmental sustainability”, “sustainable supply chain”, “sustainable partnership”, and “value chain operation”. These teams are administered by senior managers of the Company with the expectation of sustaining the upgrade of SINBON in the performance of environmental protection, social participation, and corporate governance in 2023.
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Active indulgence in product R&D for strengthening competitive power: prepared for the training and development of R&D people for ongoing refinement of R&D and engineering capacity. Further to the supply of innovative customized design to the need of the customers, the Company also seeks to assure quality for the ongoing assistance to customers in upgrading product performance, developing products with high added-value and competitive power.
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4 -
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Launching for digital transformation and accelerating factory automation: buildup of smart factory, introducing different factory automation systems. Upgrade production efficiency with stable qualify assurance through integrating the smart and digital process.
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(II) Important policies of production and sale:
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Strategic Alliance:
Through strategic alliance or direct investment to respond to the rapid changes in market with expansion of business and vertical integration in the development, design, validation, and production of customized precision connectors to the expectation of the customers.
- Continued performance improvement:
Through the performance evaluation function of the group to directly manage the indicators and operation performance of all business units of the group.
- Development of niche products:
The Company provides integrated engineering service to upgrade the added-value of products. The gravity of production and sale rests with the development of niche models and products with challenge. The Company has successfully completed the development of high voltage wire harness for EC, aviation/navigation/vehicle GPS electronic parts and components, portable body signal devices, x-ray machine, MRI devices, porosity testing device, wind power generator, and also actively involved in the development of industrial controllers, industrial computer, electronic medical devices, PV and wind power generation, and aviation electronic parts and components.
- In-depth development of the iMAGIC industry:
The Company aligns with the development trend and is engaged in the development of medical use, automotive, green, industrial, and communication connectors and PCBA, and further the development of the parts and components for automated warehouse system, robotic arms, warehouse moving robots, smart power system, unmanned shops, EV charging module, IoT module electric bikes, and drones.
- IV. The influence of the external competitive environment, regulatory environment and macroeconomic environment:
The last few years was characterized by the ongoing China-US trade war, echoed with the global economic uncertainty under the outbreak of COVID-19, the sustained shortage and price surge of raw material supply, wide fluctuation of exchange rate, and international conflicts with unpredictable outcomes. The global supply chain was hardly hit. The challenge to the electronic manufacturers was even stronger. With the easing of the epidemic control policy, the Company is more confident to responds to the situation easily through global deployment to bolster the management of the supply chain so as to reduce operation risk, provide customers boundary free and zero lead-time service and support. In addition, SINBON seeks to speed up the introduction of
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automated production equipment and AMR, industrial use robotic arms for man-machine coordinated operation to tackle with the global shortage of labor supply. The Company is prepared to respond to any unfavorable situations to minimize the influence.
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V. Development strategy of the Company in the future:
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(I) The Company will continue to go for high growth through the launch of the strategic matrix (existing customers and products, existing customers and new products, and new customers and new products).
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(II) The Company planned to establish its production facility in Mexico and expand the production capacity at the plants in USA and Hungary for proximity to customer need.
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(III) The Company has established a designated body for business development. This body is responsible for keeping track on market situation and the trend of development in the future and also development of the uncultivated niche market.
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(IV) Continue to upgrade the R&D team and fortify its core know-how, and lay hands on frontier industries as early as possible and continue to challenge for products with challenging sophistication.
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(V) Strategic Alliance: SINBON has proactively sought strategic alliance or joint venture partners through different channels over the years. This would help to bolster the competitive power of the Company and also provide the customers with total solutions in service through the integration of resources.
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(VI) Indulge in sustainability and corporate governance, and voluntarily take part in major ESG rating at global level. SINBON also proactively responds to the SDGs of the United Nations, and gear up with the world for sketching out the strategic road map for sustainability in mid to long-term.
The management team would like to express its gratitude to the shareholders for their support and encouragement, and hopes the shareholders could continue to give supervision and suggestion to the team in the year ahead. As always, SINBON will persist with its corporate philosophy to yield good result for sharing with the shareholders.
To
General Meeting of Shareholders, SINBON Electronics Co., Ltd.
Chairman: Shaw-Shing Wang
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Chapter II Company profile:
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I. Establishment Date: December 6, 1989
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II. Milestone:
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(I) Merger & Acquisitions, investee enterprises, and corporate reorganization in the previous period to the date this report was printed:
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March The Board resolved to pass the motion of raising capital of 2022 SINBON USA LLC, a wholly-owned subsidiary of the Company, and the Company planned to invest in “TOP TAIWAN XIV VENTURE CAPITAL CO., LTD.”
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April The Board resolved to pass the motion of raising capital for 2022 SINBON USA LLC, a wholly-owned subsidiary of the Company. July The Board resolved to pass the motions of the capitalization of 2022 retained earnings into new shares of the wholly-owned subsidiary, Tong Cheng SINBON Electronics Co., Ltd., raising capital of SINBON Hungary Kft, a wholly-owned subsidiary of the Company, The Company’s 85.53%-owned subsidiary Beijing SINBON TongAn Renewable Energy Co., Ltd. proposing to raise the capital of its subsidiary Xuzhou ENMAGIC Energy Co., Ltd., and the planning of Beijing SINBON TongAn Renewable Energy Co., Ltd. in the capital reduction and liquidation of investments of its subsidiary, Beijing SINBON Electronics Co., Ltd.
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March The Board resolved to pass the motion of raising capital of 2023 SINBON USA LLC, a wholly-owned subsidiary of the Company, and raising capital of SINBON Ohio LLC, a wholly-owned subsidiary of the Company. Adjustment of the investment holding structure of “Beijing SINBON TongAn Renewable Energy Co., Ltd., a subsidiary where the Company holds 85.53% of its stakes, and cash buy-back for capital reduction of “Beijing SINBON TongAn Renewable Energy Co., Ltd., a subsidiary where the Company holds 85.53% of its stakes.
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(II) Massive transfer or replacement of shares by Directors, Supervisors, or top 10 shareholders holding more than 10% of the shares each issued by the Company: Not applicable
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(III) Change in the ownership, significant change in business mode or content of business: not applicable.
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- (IV) Important issues that affect shareholders equity and its influence on the Company:
The Board resolved to pay cash dividend at NT$8.50/share on March 9, 2023. Earnings in 2022 will be appropriated for dividend payment in the first place. This motion was presented to the General Meeting of Shareholders in regular session scheduled to be held on May 30, 2023.
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Chapter III Corporate Governance Report
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I. Organization system:
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(I) Organizational Structure of the Company
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----- Start of picture text -----
Shareholders
Meeting Audit Committee
Remuneration
Committee
Board of Director
Nominating
Committee
Audit Office
ESG Committee
Chairman and CEO
Corporate
Vice Chairman
Decision-Making Team
CEO Vice President President
Financial Management Business Unit Group
Division Legal Affairs Division
Global Sales
Global Human Business Unit Group
Sustainable Strategy
Resources Division
Development Division
Engineering Service
Group MIS Division Center
Human Resources
Global Supply Chain
Administrative Management Division
Management
Production Logistics
Management Division
Research and
Development Division
QA Division
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| (II) The function of major departments are specified below |
(II) The function of major departments are specified below |
|---|---|
| Major departments and function heads |
Job function of major departments |
| Corporate Decision-Making Team Chairman; Vice Chairman; Vice President; Director; |
(1) Dedicated to execute the instructions of the resolutions of the Board and business operation. (2) Formulation of overall business objective and strategic direction of the Group and supervision of the management team. Hearing of the major strategy and report formulated by the management team at regular intervals, and judgment of the feasibility of success of the strategy. Review the development of the strategy from time to time, and give instruction to the management team for proper adjustment where necessary. (3) Formulation of major joint venture and significant capital expenditures cases and direct investment of the Group. (4) Formulation of important internal control of the Group. (5) Planning for responding to important issues of the Group, external operation, related party transactions and possible conflict of interest, major complaints of employees, investigation report on corruption. (6) The paramount body of risk management of the Group, responsible for the coordination and command the implementation of the risk management plan and operation, assessment of various forms of risks from the perspective of the Company and possible influence, aware of the influence of various forms of risks in different aspects, and assuring the effectiveness of risk management. (7) The principle of the pursuit of corporate social responsibility and protection of corporate culture orientingto corporate sustainable development. |
| ESG Committee CSO and Steering Committee |
They aim at sustainable development and promote the sustainable development of the Group. |
| CEO A concurrent position held by Chairman Shaw-Shing Wang |
Implementation of the policies to the order of the Board and execution of related tasks, responsible for the result of company operation, and in charge of finance, strategic formulation, and operation performance management. |
| Headquarters office A concurrent position held by Vice President, Chun-Chiang, Wang |
Administration of human resources, administrative affairs, information, and legal affairs. |
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| Major departments and function heads |
Job function of major departments |
|---|---|
| President A concurrent position held by Vice Chairman,Wei-Ming,Liarng |
Administration of production and manufacturing, sale, and research and development. |
| Audit Office Manager Hui-Chun, Li (staffed with 5 persons) |
(1) Audit on the systems of the Company in operation, and present report at regular intervals. (2) Audit on direct investee entities |
| Financial Management Division Director Chi-Chou, Chang |
(1) Charged with accounting and cashier work. (2) Provide related information on financial management to relevant functional units and senior management as reference in decision-making. (3) Play a leading role in company budgeting. (4) Operation and assessment of overseas investment (5) Major financial planning (6) Coordination of the convention of the Board and Shareholders Meeting, release of information and management of investor relation and contact window for investor services. |
| Sustainable Strategy Development Division Director Li-Li,Huang |
(1) ESG sustainability. (2) Overall strategic planning of the Company (3) Strategic communication marketing |
| Legal Affairs Division Director Yun-Ju, Huang |
(1) Planning and administration of legal affairs (2) Management and protection of intellectual property right |
| Global Human Resources Division A concurrent position held by Vice President, Chun-Chiang, Wang |
(1) Group human resources planning and execution (2) Survey, planning and implementation of Group education and training. (3) Management of remuneration and benefit of the Group. |
| Group Information Integration Division Ass. Director Yang-Yu, Wu |
(1) Installation and maintenance management of computer equipment (hardware and software) (2) Advocacy of companywide computerization (3) Supply of computer spreadsheet in supporting the need of the departments. |
| Administrative Management Division A concurrent position held by Ass. Director Kuei-Chen, Feng |
(1) Execution of regional administrative works of the Group. (2) Coordination, liaison and communication with related departments. |
| Business Unit Group A concurrent position held by Vice Chairman,Wei-Ming,Liarng |
Sale of parts and components for different types of electronic products |
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| Major departments and function heads |
Job function of major departments |
|---|---|
| Global Sales Business Unit Group Vice President Wen-Sen, Huang |
Development of markets for electronic parts and components of different types of electronicproducts. |
| Engineering Service Center A concurrent position held by Ass. Director Yao-Ting,Li |
Coordinating engineering resources of the Group. |
| Global Supply Chain Management Division Director Yang, Tsou |
Administration of Group purchase and supply chain management. |
| Production Logistics Management Division Director Hsing-Chun, Wu |
Coordinating production and manufacturing business of the Group. |
| Research and Development Division A concurrent position held by Vice Chairman,Wei-Ming,Liarng |
Research of parts and components of different types of electronic products and product development. |
| QA Division Ass.Director Chia-Ching,Lin |
Supplier audit/evaluation, product certification, incoming and outgoing quality control. |
II. Profiles of the Directors, President, Vice Presidents, Ass. Directors, function heads and branch heads:
(I) Directors (including Independent Directors):
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Profiles of Directors and Independent Directors (I)
April 1 2023
| Occupational title (Note 1) |
Nationality or place of registration |
Name | Gender Age (Note 2) |
Date of office |
Tenure | Date of the first term of office (Note 3) |
Quantity o at the time o |
f shares held of elected to ffice |
Quantity of shares currently held |
Quantity of shares currently held |
Shares held by spouse and underage children |
Shares held by spouse and underage children |
Shares he of a t |
ld in the name hird party |
Major work experience (education) (Note 4) |
Concurrent positions with the Company and other companies |
Managers, Directors or Independent Directors who are spouse or within second-degree relatives to each other |
Managers, Directors or Independent Directors who are spouse or within second-degree relatives to each other |
Managers, Directors or Independent Directors who are spouse or within second-degree relatives to each other |
Remark (Note 5) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Quantity of shares |
Proportion of shareholding |
Quantity of shares |
Proportion of shareholding |
Quantity of shares |
Proportion of shareholding |
Quantity of shares |
Proportion of shareholding |
Occupational title |
Name | Relation | ||||||||||
| Chairman | Republic of China |
Shaw-Shing Wang |
Male Age 71~80 |
2021.07.09 | 3 Years | 1989.12.06 | 7,508,062 | 3.22% | 7,508,062 | 3.14% | 2,131,236 | 0.89% | 0 | 0% | Executive MBA, Fudan University Department of Mathematics, Tamkang University Sales Manager, AMP of USA Sales Manager, Kanagawa of Japan |
Note 6 | Director (representative of institutional investor) |
Wei-Chung, Wang |
Father and son |
- |
| Ass. Director | Chen-Chun, Wang |
Father and son |
||||||||||||||||||
| Vice Chairman |
Republic of China |
Wei-Ming, Liarng |
Male Age 61~70 |
2021.07.09 | 3 Years | 2005.05.06 | 746,107 | 0.32% | 506,107 | 0.21% | 108,000 | 0.05% | 0 | 0% | University of Iowa IE & MBA Department of Industrial Engineering, Tunghai University Vice President, Chief Land Electronic Co.,Ltd. |
Note 8 | None | None | None | - |
| Director | Republic of China |
Hsin-Chih, Yeh | Male Age 61~70 |
2021.07.09 | 3 Years | 1997.11.04 | 1,707,373 | 0.73% | 1,207,373 | 0.51% | 1,000,000 | 0.42% | 0 | 0% | Executive MBA, Fudan University Department of Biomechatronics Engineering, National Taiwan University President,T&B of USA |
Note 7 | None | None | None | - |
| Director | Republic of China |
Argosy Research Inc. |
Male Age 61~70 |
2021.07.09 | 3 Years | 1998.05.16 | 3,806,421 | 1.63% | 3,806,421 | 1.59% | 0 | 0% | 0 | 0% | Department of Power Mechanical Engineering, National Tsing Hua University Chairman, Argosy Research Inc. |
Note 9 | None | None | None | - |
| Representative Chao-Liang, Wang |
0 | 0.00% | 311,388 | 0.13% | ||||||||||||||||
| Director | Republic of China |
Tai Yi Investment Co., Ltd. |
Male Age 41~50 |
2021.07.09 | 3 Years | 2005.05.06 | 4,130,572 | 1.77% | 4,190,000 | 1.75% | 0 | 0% | 0 | 0% | MBA, National ChengChi University Manager, Top Taiwan Venture Capital |
Chairman, Tai Yi Investment Co., Ltd. Asst VP, Top Taiwan Venture Capital |
Chairman | Shaw-Shing Wang |
Father and son |
- |
| Representative Wei-Chung, Wang |
0 | 0.00% | 1,159,158 | 0.48% | 628,812 | 0.26% | 0 | 0% | Ass. Director | Chen-Chun, Wang |
Brothers | |||||||||
| Director | Republic of China |
Kuo Shian Investment Co., Ltd. |
Male Age 61~70 |
2021.07.09 | 3 Years | 2015.06.11 | 2,415,539 | 1.04% | 2,415,539 | 1.01% | 0 | 0% | 0 | 0% | William Rainey Harper College Chairman, Chen Pang Blind Industrial Corporation |
Note 10 | None | None | None | - |
| Representative Kuo-Hung, Wang |
0 | 0.00% | 105,022 | 0.04% | ||||||||||||||||
| Director | Republic of China |
Wen-Sen, Huang |
Male Age 51~60 |
2021.07.09 | 3 Years | 2021.07.09 | 230,602 | 0.10% | 235,602 | 0.10% | 34,000 | 0.01% | 0 | 0% | Design Department, Taipei Industrial College (now National Taipei University of Science and Technology) AMP Marketing Director Marketing Manager, IR-TEC International Ltd. |
Note 11 | None | None | None | - |
- 13 -
| Occupational title (Note 1) |
Nationality or place of registration |
Name | Gender Age (Note 2) |
Date of office |
Tenure | Date of the first term of office (Note 3) |
Quantity of shares held at the time of elected to office |
Quantity of shares held at the time of elected to office |
Quantity of shares currently held |
Quantity of shares currently held |
Shares held by spouse and underage children |
Shares held by spouse and underage children |
Shares held in the name of a third party |
Shares held in the name of a third party |
Major work experience (education) (Note 4) |
Concurrent positions with the Company and other companies |
Managers, Directors or Independent Directors who are spouse or within second-degree relatives to each other |
Managers, Directors or Independent Directors who are spouse or within second-degree relatives to each other |
Managers, Directors or Independent Directors who are spouse or within second-degree relatives to each other |
Remark (Note 5) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Quantity of shares |
Proportion of shareholding |
Quantity of shares |
Proportion of shareholding |
Quantity of shares |
Proportion of shareholding |
Quantity of shares |
Proportion of shareholding |
Occupational title |
Name | Relation | ||||||||||
| Director | Republic of China |
Te-Cheng, Chiu | Male Age 51~60 |
2021.07.09 | 3 Years | 2002.06.18 | 100,000 | 0.04% | 100,000 | 0.04% | 0 | 0% | 0 | 0% | Vice Chairman, Taiwan Life Insurance Co., Ltd. Chairman, Taiwan Venture Capital Association |
Note 12 | None | None | None | - |
| Independent Director |
Republic of China |
Yu-Fen, Lin | Female Age 51~60 |
2021.07.09 | 3 Years | 2021.07.09 | 0 | 0% | 0 | 0% | 0 | 0% | 0 | 0% | Attorney-at-law, Corporate Investment Department, Lee & Li Attorneys-at-law Attorney-at-law, LIN & ASSOCIATES Maritime Law Office |
Independent Director, Chunghwa Telecom Independent Director, Bank SinoPac Presiding Counsel, Law and Honor Attorneys at Law |
None | None | None | - |
| Independent Director |
Republic of China |
Hou-Ming, Chen |
Male Age 61~70 |
2021.07.09 | 3 Years | 2019.06.06 | 0 | 0% | 0 | 0% | 0 | 0% | 0 | 0% | Professor, Department of International Business, National Taiwan University President, Commerce Development Research Institute Dean, College of Management, National Chung Hsing University Chairman, Department of Business Administration, National Chung Hsing University |
Professor, Department of International Business, National Taiwan University Independent Director, Fulltech Fiber Glass Corp. Independent Director, ShareHope Medicine Co., Ltd. |
None | None | None | - |
| Independent Director |
Republic of China |
Cheng-Yen, Chang |
Male Age 71~80 |
2021.07.09 | 3 Years | 2018.06.08 | 0 | 0% | 0 | 0% | 0 | 0% | 0 | 0% | Clinical Research Fellow, Université Paris Descartes National Defense Medical Center School of Medicine Superviser, Radiological Association of North America Adjunct Associate Research Fellow, Institute of Biomedical Engineering and Nanomedicine, National Health Research Institutes Head the Department of Radiology, specialist and chief physician, Taipei Veterans General Hospital Director and Secretary-General, Taiwan Radiological Society |
Chief Consultant and Director-General of the Radiological Medical Committee of Department of Medical Imaging, Tzu Chi Hospital Consultant Physician, Taipei Veterans General Hospital Department of BioMedical Engineering, National Yang Ming Chiao Tung University Professor of clinical trial, National Defense Medical Center School of Medicine |
None | None | None | - |
- Note 1: List out the name of institutional shareholders and their representatives separately (for representatives of institutional shareholders, specify the name of the institutions) and fill in Table 1 below. Note 2: Specify the exact age, and may express by range, such as age 41~50, or age 51~60.
Note 3: Specify the date of assuming office as Director or Independent Director for the first time, explain if there is any interruption in the term of office.
-
Note 4: Experience relevant with the current position. If employed by the CPA office retained for performing auditing services and certification of its affiliates in the aforementioned period, specify the occupational title and the function performed.
-
Note 5: If the Chairman also hold the position as President or position of relevant function (e.g., the top manager), or these positions were held by spouse or next of kin, explain and justify the necessity and responses (e.g.: additional seats for Independent Directors were reserved, and less than half of the Directors also hold positions as employees or managers).
Note 6: Chairman (Representative of Institutional Shareholder) of SINBON Beijing, Chairman (Representative of Institutional Shareholder) of SINBON Hong Kong, Chairman (Representative of Institutional
-
14 -
-
Shareholder) of SINBON Shanghai, Chairman (Representative of Institutional Shareholder) of SINBON Shenzhen, Chairman (Representative of Institutional Shareholder) of SINBON Jiangyin, Chairman (Representative of Institutional Shareholder) of Kwan Ze Co., Ltd., Chairman (Representative of Institutional Shareholder) of SINBON International, Director (Representative of Institutional Shareholder) of Argosy Research Inc., Director (Representative of Institutional Shareholder) of Top Taiwan IV Venture Capital, Director (Representative of Institutional Shareholder) of Top Taiwan XI Venture Capital, Director (Representative of Institutional Shareholder) of Top Taiwan XII Venture Capital, Director (Representative of Institutional Shareholder) of T-CONN Precision Corporation, Director (Representative of Institutional Shareholder) of T-CONN Precision (Zhongshan) Corporation, Chairman (Representative of Institutional Shareholder) of Beijing SINBON TongAn Renewable Energy Co., Ltd., Chairman (Representative of Institutional Shareholder) of Enmagic Renewable Energy Co., Ltd.
-
Note 7: Director (Representative of Institutional Shareholder) of Kwan Ze Co., Ltd., Director (Representative of Institutional Shareholder) of Argosy Beijing, Chairman (Representative of Institutional Shareholder) of T-CONN Precision Corporation, Chairman (Representative of Institutional Shareholder) of T-CONN Precision (Zhongshan) Corporation, Chairman (Representative of Institutional Shareholder) of Super Progressive Ltd. , Supervisor (Representative of Institutional Shareholder) of Top Taiwan XII Venture Capital, Director (Representative of Institutional Shareholder) of Tai Yi Investment Co., Ltd., Chairman (Representative of Institutional Shareholder) of SINTOP Energy I Corp.
-
Note 8: Director (Representative of Institutional Shareholder) of Worldwide Wire Harnesses Ltd., Chairman (Representative of Institutional Shareholder) of SINBON Tongcheng, Director (Representative of Institutional Shareholder) of SINBON Jiangyin, Director (Representative of Institutional Shareholder) of SINBON Hong Kong, Director (Representative of Institutional Shareholder) of SINBON Beijing, Director (Representative of Institutional Shareholder) of Beijing SINBON TongAn Renewable Energy Co., Ltd, Director (Representative of Institutional Shareholder) of SINBON Shenzhen, Director (Representative of Institutional Shareholder) of SINBON Shanghai , Chairman (Representative of Institutional Shareholder) of Jiangsu ENMAGIC Energy Co., Ltd., Independent Director (Representative of Institutional Shareholder) of Flytech Technology Co., Ltd., Director (Representative of Institutional Shareholder) of Enmagic Renewable Energy Co., Ltd., Chairman (Representative of Institutional Shareholder) of SINBON Jiangyin Beijing Tongzhou Branch, Director (Representative of Institutional Shareholder) of SINBON Technologies Tennessee LLC, Director (Representative of Institutional Shareholder) of Tai Yi Investment Co., Ltd., Chairman (Representative of Institutional Shareholder) of SINTOP Energy Management Co., Ltd.
-
Note 9: Chairman of Argosy Research Inc., Chairman of Argosy Technology B.V., Chairman of Argosy Technology, Inc., Chairman of Global Saber Electronics Co., Ltd., Chairman of Rotec Limited, Director of (Representative of Institutional Shareholder) of Top Taiwan VIII Venture Capital Co., Ltd., Supervisor (Representative of Institutional Shareholder) of Top Taiwan XII Venture Capital, Supervisor (Representative of Institutional Shareholder)of Top Taiwan XIII Venture Capital Co., Ltd., and Director (Representative of Institutional Shareholder) of TOP TAIWAN XIV VENTURE CAPITAL CO., LTD..
-
Note 10: Chairman of Chen Bang Blind Industrial Corporation, Director of G-Tech Optoelectronics Corp., Director of Kuo Shian Investment Co., Ltd., Supervisor of Tang Silk Co., Ltd., Director of (Representative of Institutional Shareholder) of Radbon Avionics Inc..
-
Note 11: Chairman (Representative of institutional shareholder) of SINBON Europe GmbH, Director (Representative of institutional shareholder) of SINBON Hong Kong, Supervisor of SINBON Jiangyin, Supervisor of SINBON Tongcheng, Director (Representative of institutional shareholder) of Nextronics Engineering Corp.
-
Note 12: Chairman/President of Top Taiwan Venture Capital, Top Taiwan IV Venture Capital, Top Taiwan IX Venture Capital, Top Taiwan X Venture Capital, Top Taiwan XI Venture Capital, Top Taiwan XII Venture Capital, Top Taiwan XIII Venture Capital, TOP TAIWAN XIV VENTURE CAPITAL CO., LTD. and Top Taiwan Financial Consulting Co., Ltd., President/Director of Top Taiwan VI Venture Capital and Top Taiwan VIII Venture Capital, Independent Director of Silitech Technology Corporation, Director (Representative of institutional shareholder) of DEPO Auto Parts Ind. Co., Ltd., Director (Representative of institutional shareholder) of AMICCOM Electronics Corporation., Ltd., Director (Representative of institutional shareholder) of Radbon Avionics Inc., Director (Representative of institutional shareholder) of Shin Kong Financial Holding Co., Ltd., Director of ELAN Microelectronics Corp., Director (Representative of institutional shareholder) of T-CONN Precision Corporation, Director of Avatack Co. Ltd., Vice Chairman of Shin Kong Life Insurance Co., Ltd.
-
15 -
Table 1: Dominant shareholders of institutional shareholders
| Table 1: Dominant | shareholders of institutional shareholders |
|---|---|
| April 1 2023 | |
| Name of institutional shareholder (Note 1) | Dominant shareholders of institutional shareholders (Note 2) |
| Argosy Research Inc. | Kwan Ze Co., Ltd. (16.39%), WANG, CHAO LIANG (6.43%), SINBON Electronics Co., Ltd. (3.52%), CHEN,SHU-CHEN (2.86%), UPAMC GREAT CHINA Fund (1.70%), Capital OTC Fund in custody of Taiwan Business Bank (1.52%), Discretionary Stock Investment Account of Tai Shin Life at Tai Shin Securities Investment Trust. (1.44%), UPAMC Ben Teng Fund in custody of Taiwan Cooperative Bank(1.35%),LIN,MAO-HSIUNG(1.30%),YUAN,I-PEN(1.29%) |
| Tai Yi Investment Co., Ltd. | Chen-Chung, Wang (29.42%), Wei-Chung, Wang (29.39%), Hsin-Chi, Yeh (8.80%), Wei-Ming, Liarng (8.19%), Chun-Chiang, Wang (8.00%), Mu-Hsiao, Liu (4.72%), Liang Chen Investment Co., Ltd. (2.83%), Huang-Chi, Lin (1.92%), Chi-Chou,Chang (1.78%),Wen-Sen,Huang (1.13%) |
| Kuo Shian Investment Co., Ltd. | Kuo-Hung, Wang(33.33%), Hsing-Hui, Liu (33.33%), Hsiang, Wang(33.33%) |
Note 1: If the Director or Independent Director is the representative of an institutional shareholder, put down the name of the institution.
-
Note 2: Put the names of the dominant shareholders of this institutional shareholder (Top 10 by shareholding) and proportion of shareholding. If the dominant shareholders are institutional shareholders, fill in Table 2 below.
-
Note 3: If the institutional shareholder is not a body corporate, the name of the institutional shareholder and proportion of shareholder for disclosure as mentioned shall be the name of the benefactor or donor, and the proportion of funding or donation.
-
16 -
Table 2: If the dominant shareholders as exhibited in Table 1 are institutional shareholders, the dominant shareholders of these institutional shareholders.
| April 1 2023 | |
|---|---|
| Name of institutional shareholder (Note 1) | Dominant shareholders of institutional shareholders (Note 2) |
| Kwan Ze Co., Ltd. | SINBON Electronics Co., Ltd. (100%) |
| SINBON Electronics Co., Ltd. | Investment Account of Small Denomination World Funds Co. Ltd. in custody of Standard Chartered Bank (5.80%), Shaw-Shing Wang (3.14%), PineBridge Global Fund – PineBridge Asia except Japan Small Cap Equity Fund in Custody of Standard Chartered Bank (2.47%), Norges Bank in custody of Citibank Taiwan Limited- External manager of BlackRock Investment Management (Taiwan) Investment Account (1.79%), Tai Yi Investment Co., Ltd. (1.75%), Aberdeen Standard OEICII- ASI Global Smaller Companies Fund in custody of Citibank Taiwan (1.69%), Investment Account of Swedbank Robur Global Impact Fund in custody of Standard Chartered Bank (1.67%), Investment account of Swedbank Robur Tech Fund in custody of Standard Chartered Bank (1.67%), Argosy Research Inc. (1.59%),Fubon Life Insurance Co.,Ltd.(1.31%) |
| UPAMC GREAT CHINA Fund | Fund is not applicable |
| Capital OTC Fund in custody of Taiwan Business Bank |
Fund is not applicable |
| Discretionary Stock Investment Account of Tai Shin Life at Tai Shin Securities Investment Trust. |
Fund is not applicable |
| UPAMC Ben Teng Fund in custody of Taiwan Cooperative Bank |
Fund is not applicable |
| Liang Chen Investment Co., Ltd. | Shu-Ying, Kao (95%), Chao-Yeh, Wang (5%) |
Note 1: If the dominant shareholder exhibited in Table 1 is an institutional shareholder, put down the name of the institution.
Note 2: Put down the names of the dominant shareholders of this institutional shareholder (top 10 by shareholding) and the proportion of shareholding. Note 3: If the institutional shareholder is not a body corporate, the name of the institutional shareholder and proportion of shareholder for disclosure as mentioned shall be the name of the benefactor or donor, and the proportion of funding or donation.
- 17 -
Profiles of the Directors and the Independent Directors (II)
- Disclosure of the information on the professional qualifications and independence of the Directors and the Independent Directors:
| Condition Name |
Professional qualifications and work experience (Note 1) |
Status of independence (Note 2) | Number of public companies where the Independent Director also holds positions as Independent Director |
|---|---|---|---|
| Shaw-Shing Wang |
Executive MBA, Fudan University Department of Mathematics, Tamkang University Sales Manager, AMP of USA Sales Manager, Kanagawa of Japan Nothing in connection with the paragraphs under Article 30 of the Company Act |
1. Quantity and proportion of shareholding of the person, the person’s spouse, second-degree relative (or in the name of a third party): For addition information, refer to III, Corporate Governance Report and Profiles of the Directors and Independent Directors (I) 2. The government, institutions, or their representatives were elected as required by Article 27 of the CompanyAct. |
0 |
| Hsin-Chih, Yeh | Executive MBA, Fudan University Department of Biomechatronics Engineering, National Taiwan University President, T&B of USA Nothing in connection with the paragraphs under Article 30 of the Company Act |
1. Quantity and proportion of shareholding of the person, the person’s spouse, second-degree relative (or in the name of a third party): For addition information, refer to III, Corporate Governance Report and Profiles of the Directors and Independent Directors (I) 2. The government, institutions, or their representatives were elected as required by Article 27 of the CompanyAct. |
0 |
| Representative of Argosy Research Inc.: Chao-Liang, Wang |
Department of Power Mechanical Engineering, National Tsing Hua University Chairman, Argosy Research Inc. Nothing in connection with the paragraphs under Article 30 of the Company Act |
1. Not an employee of the Company or its affiliate. 2. Quantity and proportion of shareholding of the person, the person’s spouse, second-degree relative (or in the name of a third party): For addition information, refer to III, Corporate Governance Report and Profiles of the Directors and Independent Directors (I) 3. Not a Director, Supervisor or employee of companies with special relation to the Company (for additional information, refer to Subparagraphs 5~8 of Paragraph 1 under Article 3 of the Regulations Governing Appointment of Independent Directors and Compliance Matters of Public Companies.) 4. No business, legal, financial and accounting services rendered to the Company or its affiliates in the last 2years. |
0 |
- 18 -
| Condition Name |
Professional qualifications and work experience (Note 1) |
Status of independence (Note 2) | Number of public companies where the Independent Director also holds positions as Independent Director |
|---|---|---|---|
| Wei-Ming, Liarng |
University of Iowa IE & MBA Department of Industrial Engineering, Tunghai University Vice President, Chief Land Electronic Co., Ltd. Nothing in connection with the paragraphs under Article 30 of the Company Act |
1. Quantity and proportion of shareholding of the person, the person’s spouse, second degree relative (or in the name of a third party): For addition information, refer to III, Corporate Governance Report and Profiles of the Directors and Independent Directors (I) 2. The government, institutions, or their representatives were elected as required by Article 27 of the CompanyAct. |
1 |
| Wen-Sen, Huang |
Design Department, Taipei Industrial College (now National Taipei University of Science and Technology) AMP Marketing Director Marketing Manager, IR-TEC International Ltd. Nothing in connection with the paragraphs under Article 30 of the CompanyAct |
1. Quantity and proportion of shareholding of the person, the person’s spouse, second-degree relative (or in the name of a third party): For addition information, refer to III, Corporate Governance Report and Profiles of the Directors and Independent Directors (I) 2. The government, institutions, or their representatives were elected as required by Article 27 of the CompanyAct. |
0 |
| Representative of Tai Yi Investment Co., Ltd.: Wei-Chung, Wang |
MBA, National ChengChi University Manager, Top Taiwan Venture Capital Nothing in connection with the paragraphs under Article 30 of the Company Act |
1. Not an employee of the Company or its affiliate 2. Quantity and proportion of shareholding of the person, the person’s spouse, second-degree relative (or in the name of a third party): For addition information, refer to III, Corporate Governance Report and Profiles of the Directors and Independent Directors (I) 3. Not a Director, Supervisor or employee of companies with special relation to the Company (for additional information, refer to Subparagraphs 5~8 of Paragraph 1 under Article 3 of the Regulations Governing Appointment of Independent Directors and Compliance Matters of Public Companies.) 4. No business, legal, financial and accounting services rendered to the Company or its affiliates in the last 2years. |
0 |
- 19 -
| Condition Name |
Professional qualifications and work experience (Note 1) |
Status of independence (Note 2) | Number of public companies where the Independent Director also holds positions as Independent Director |
|---|---|---|---|
| Representative of Kuo Shian Investment Co., Ltd.: Kuo-Hung, Wang |
William Rainey Harper College Chairman, Chen Pang Blind Industrial Corporation Nothing in connection with the paragraphs under Article 30 of the Company Act |
1. Not an employee of the Company or its affiliate 2. Quantity and proportion of shareholding of the person, the person’s spouse, second-degree relative (or in the name of a third party): For addition information, refer to III, Corporate Governance Report and Profiles of the Directors and Independent Directors (I) 3. Not a Director, Supervisor or employee of companies with special relation to the Company (for additional information, refer to Subparagraphs 5~8 of Paragraph 1 under Article 3 of the Regulations Governing Appointment of Independent Directors and Compliance Matters of Public Companies.) 4. No business, legal, financial and accounting services rendered to the Company or its affiliates in the last 2years. |
0 |
| Te-Cheng, Chiu | Vice Chairman, Taiwan Life Insurance Co., Ltd. Chairman, Taiwan Venture Capital Association Nothing in connection with the paragraphs under Article 30 of the Company Act |
1. Not an employee of the Company or its affiliate 2. Quantity and proportion of shareholding of the person, the person’s spouse, second-degree relative (or in the name of a third party): For addition information, refer to III, Corporate Governance Report and Profiles of the Directors and Independent Directors (I) 3. Not a Director, Supervisor or employee of companies with special relation to the Company (for additional information, refer to Subparagraphs 5~8 of Paragraph 1 under Article 3 of the Regulations Governing Appointment of Independent Directors and Compliance Matters of Public Companies.) 4. No business, legal, financial and accounting services rendered to the Company or its affiliates in the last 2years. |
1 |
- 20 -
| Condition Name |
Professional qualifications and work experience (Note 1) |
Status of independence (Note 2) | Number of public companies where the Independent Director also holds positions as Independent Director |
|---|---|---|---|
| Independent Director Yu-Fen, Lin |
Presiding Counsel, Law and Honor Attorneys at Law Attorney-at-law, Corporate Investment Department, Lee & Li Attorneys-at-law Attorney-at-law, LIN & ASSOCIATES Maritime Law Office Nothing in connection with the paragraphs under Article 30 of the CompanyAct |
1. The person, the person’s spouse or second-degree relative do not hold position as Director, Supervisor or employee of the Company or its affiliates. 2. The person, spouse, second-degree relative (or in the name of a third party) do not hold any shares issued by the Company. 3. Not a Director, Supervisor or employee of companies with special relation to the Company (for additional information, refer to Subparagraphs 5~8 of Paragraph 1 under Article 3 of the Regulations Governing Appointment of Independent Directors and Compliance Matters of Public Companies.) 4. No business, legal, financial and accounting services rendered to the Company or its affiliates in the last 2 years. |
2 |
| Independent Director Hou-Ming, Chen |
Professor, Department of International Business, National Taiwan University President, Commerce Development Research Institute Dean, College of Management, National Chung Hsing University Chairman, Department of Business Administration, National Chung Hsing University Nothing in connection with the paragraphs under Article 30 of the CompanyAct |
2 | |
| Independent Director Cheng-Yen, Chang |
Clinical Research Fellow, Université Paris Descartes National Defense Medical Center School of Medicine Superviser, Radiological Association of North America Adjunct Associate Research Fellow, Institute of Biomedical Engineering and Nanomedicine, National Health Research Institutes Head the Department of Radiology, specialist and chief physician, Taipei Veterans General Hospital Director and Secretary-General, Taiwan Radiological Society Nothing in connection with the paragraphs under Article 30 of the CompanyAct |
0 |
-
21 -
-
Diversity and independence of the Board
-
(1) Diversity of the Board:
According to Article 23 of the “Corporate Governance Best Practice Principles” of the Company, the Board of the Company shall direct the strategy of the Company, supervise the management, and accountable to the Company and the Shareholders Meeting. The plans and arrangement pertinent to the corporate governance system of the Company shall be able to assure the Board in compliance with applicable legal rules, the Articles of Incorporation of the Company, or the resolutions of the Shareholders Meeting in performing its function. The Board shall consist of at least 5 seats of Directors appropriate for the job with reference to the scale of corporate development and the shareholding of dominant shareholders, and the needs in actual operation.
Diversity shall be taken into account in organizing the Board. Directors who also assume managerial positions of the Company shall not account for more than 1/3 of the members of the Board. The policy of diversity shall also be in place relevant with the function of the Board, the mode of operation, and development need, and shall include without limitation to the following 2 major aspects of criteria:
-
a. Fundamental condition and value: gender, age, nationality and education.
-
b. Professional knowlwdge and skills: professional background (such as law, accounting, industry, finance, marketing or technology), professional skills, and industry experience.
Members of the Board shall be disciplined with the knowledge, skills, and accomplishment in their respective areas of expertise. For achieving the objective of corporate governance, the Board in general shall be capacity of the following:
-
a. Judgement in operation.
-
b. Accounting and financial analysis
-
c. Corporate management
-
d. Crisis management
-
e. Industry knowledge
-
f. International view of market
-
g. Leadership
-
h. Decision-making
The members of the Board will be organized by the Chairman under authorization of the Board on the basis of corporate development need for the suitable candidates.
The expected goals are as follows:
-
a. The short-term goal of independent director seats should account for 1/3 of all director seats, and the long-term goal should be adjusted to 2/5.
-
b. Directors' diversified background expertise (excluding independent directors/part-time managers) should be judged by taking the enterprise business background as 1/4, financial venture capital background as 1/4, special industry research background as 1/4 and ESG/TCFD and other relevant backgrounds as 1/4.
-
22 -
-
c. The long-term goal is to increase the number of female Director from the current one to two or three.
-
d. Directors who concurrently serve as the manager of the Company shall not exceed 1/3 of the Board seats.
-
e. Independent Directors have a term of no more than 3 terms, and each Independent Director cannot concurrently serve as an Independent Director of more than 3 other companies.
-
f. To cultivate successors for Board members and reduce the average age to 55 to 65 years old.
The current implementation situation is as follows:
-
a. Diversified background of the Directors (including Independent Directors): Except for four directors who actually participate in the operation of the company (including subsidiaries), all other Directors (including Independent Directors) are professionals from outside of whom 2 have corporate management background, 2 are specialized in industry research, 1 is a practicing lawyer, 1 is a medical specialty and 1 is a professor of finance and economics. This meets the goal of appointing Directors who have diversified background expertise. The Company expects to appoint more professional talents from different backgrounds during the re-election in 2024.
-
b. One female Director has been appointed. More female candidates will be appointed as Directors in the future, it is expected to achieve this goal during the re-election in 2024.
-
c. Age: The age of the Directors (including Independent Directors) in current term of the Board: 2 are older than the age of 70, 5 are at the age of 60~70, 3 are at the age of 50~60, and 1 is under the age of 50. The average age falls within the range of 55 to 65 years old.
-
d. The list of Board members is shown below:
-
ChairmanShaw-Shing Wang
-
Director, Hsin-Chih, Yeh (adjunct manager)
-
Director, Wei-Ming, Liarng (adjunct manager)
Director, Wen-Sen, Huang (adjunct manager)
- Director, Chao-Liang, Wang (Corporate management and engineering background)
Director , Kuo-Hung, Wang (Corporate management background)
- Director, Te-Cheng, Chiu (Specialized in venture capital investment, financial background)
Director, Wei-Chung, Wang (Specialized in industry research )
-
Independent Director, Hou-Ming, Chen (Professor at NTU, specialized in international business management and finance)
-
Independent Director , Cheng-Yen, Chang (Physician, specialized in medical services, and congruent with the area of business development of the Company)
-
Independent Director (Female), Yu-Fen, Lin (Attorney-at-law, legal professionals)
-
23 -
-
e. At present, the seats of Independent Director account for 3/11 of the total seats, and it will be increased to more than 1/3 when the Board of Directors is reelected in 2024 to meet the Company’s expected target.
-
f. At present, all Independent Directors have a term of no more than 3 terms, each Independent Director cannot concurrently serve as an Independent Director of more than 3 other companies, which can meet the Company's expected goal.
-
(2) Independence of the Board:
-
The Company has established 3 seats of Independent Directors for the time being, which account for 3/11 of all the seats of Directors. The Company has reviewed the status of independence of the Independent Directors internally in accordance with Paragraphs 3 and 4 under Article 26-3 of the Securities and Exchange Act. Independent Directors Qualification Requirement Checklist has been filled in at the time of the assumption (election to) of Office. No violation has ever been detected by the Company.
-
Director Shaw-Shing Wang and Director Wei-Chung, Wang are relatives within the second degree to each other. All other Directors are not related.
-
24 -
(II) Information Regarding President, Vice Presidents, Ass. Directors, and function heads and branch heads:
| April 1 2023 | April 1 2023 | April 1 2023 | April 1 2023 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Occupational title (Note 1) |
Nationality | Name |
Gender | Date of office |
Quantity of shareholding |
Quantity of shareholding by spouse and underage children |
Shares held in the name of a third party |
Major experience (education) (Note 2) |
Concurrent positions in other companies. |
Manager who is spouse or relative within second degree. |
Remark (Note 3) |
|||||
| Quantity of shares |
Proportion of shareholding |
Quantity of shares |
Proportion of shareholding |
Quantity of shares |
Proportion of shareholding |
Occupational title |
Name | Relation | ||||||||
| President | Republic of China |
Wei-Ming, Liarng |
Male | 1998.01.05 | 506,107 | 0.21% | 108,000 | 0.05% | 0 | 0.00% | University of Iowa IE & MBA Department of Industrial Engineering, Tunghai University Vice President, Chief Land Electronic Co.,Ltd. |
Note 4 | None | None | None | - |
| Vice President |
Republic of China |
Wen-Sen, Huang |
Male | 1998.02.11 | 235,602 | 0.10% | 34,000 | 0.01% | 0 | 0.00% | Design Department, Taipei Industrial College (now National Taipei University of Science and Technology) AMP Marketing Director Marketing Manager, IR-TEC International Ltd. |
Note 5 |
None | None | None | - |
| Vice President |
Republic of China |
Chun-Yu, Chen |
Male | 2018.04.20 | 94,298 |
0.04% | Not applicable |
- |
Not applicable |
- |
School of Law, Fudan University, Shanghai HR and Sale Department Manager, Tsann Kuen Shanghai Manager, General Management Division, Want Want Holdings Limited |
Supervisor of SINTOP Energy I Corp. |
None | None | None | Resignate on October 12 2022 |
| Director | Republic of China |
Ping, Li | Male | 1996.10.01 | 114,245 | 0.05% | Not applicable |
- |
Not applicable |
- |
BA in Industrial Management, National Cheng Kung University QC Department Manager, Chenfeng Machinery & Enterprise Co.,Ltd. |
None | None | None | None | Resignate on December 31 2022 |
| Director | Republic of China |
Li-Li, Huang | Female | 1997.04.21 | 9,930 |
0.00% | 0 | 0.00% | 0 | 0.00% | Department of International Trade, Chung Yuan Christian University AMP Market Department Product Management Public and Consumer Relation Professional Staff, Taiwan Scott Paper |
None |
None | None | None | - |
- 25 -
| Occupational title (Note 1) |
Nationality |
Name |
Gender | Date of office |
Quantity of shareholding |
Quantity of shareholding |
Quantity of shareholding by spouse and underage children |
Quantity of shareholding by spouse and underage children |
Shares held in the name of a third party |
Shares held in the name of a third party |
Major experience (education) (Note 2) |
Concurrent positions in other companies. |
Manager who is spouse or relative within second degree. |
Manager who is spouse or relative within second degree. |
Manager who is spouse or relative within second degree. |
Remark (Note 3) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Quantity of shares |
Proportion of shareholding |
Quantity of shares |
Proportion of shareholding |
Quantity of shares |
Proportion of shareholding |
Occupational title |
Name | Relation | ||||||||
| CFO | Republic of China |
Chi-Chou, Chang |
Male | 2000.10.01 | 235,389 | 0.10% | 266,124 | 0.11% | 0 | 0.00% | Business Administration, Graduate Institute of Business Management, National Chung Hsing University Department of Accounting, Chung Yuan Christian University Ass. Manager, Diwan & Company |
Note 6 | None | None | None | - |
| Director | Republic of China |
Cheng-Ling, Li |
Female | 2014.09.01 | 0 |
0.00% | 0 | 0.00% | 0 | 0.00% | Double Bachelor Degree of Business Administration/Sociology, Tunghai University HONDA Taiwan HR Section Mgr. Infineon Group HR Mgr. Foxconn Group HR Senior Mgr. |
None | None | None | None | - |
| Director | Republic of China |
Hsiu-Sui, Lin | Female | 2014.09.01 | 30,403 |
0.01% | 0 | 0.00% | 0 | 0.00% | Jing Zhong Business College | Director of SINBON Shenzhen (Representative of Institutional Shareholder) Director of SINBON Shanghai (Representative of Institutional Shareholder) |
None |
None | None | - |
| Director | Republic of China |
Yun-Ju, Huang |
Female | 2014.09.01 | 0 |
0.00% | 62 | 0.00% | 0 | 0.00% | University of Southern California Law School LLB, National Taiwan University Legal Affairs Department, Kingpo Group ACBEL Polytech Inc. Legal Affairs Department, Lin & Chang International Law Offices |
None | None | None | None | - |
- 26 -
| Occupational title (Note 1) |
Nationality | Name |
Gender | Date of office |
Quantity of shareholding |
Quantity of shareholding |
Quantity of shareholding by spouse and underage children |
Quantity of shareholding by spouse and underage children |
Shares held in the name of a third party |
Shares held in the name of a third party |
Major experience (education) (Note 2) |
Concurrent positions in other companies. |
Manager who is spouse or relative within second degree. |
Manager who is spouse or relative within second degree. |
Manager who is spouse or relative within second degree. |
Remark (Note 3) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Quantity of shares |
Proportion of shareholding |
Quantity of shares |
Proportion of shareholding |
Quantity of shares |
Proportion of shareholding |
Occupational title |
Name | Relation | ||||||||
| Director | Republic of China |
Hsing-Chun, Wu |
Female | 2014.10.01 | 30,000 |
0.01% | 0 | 0.00% | 0 | 0.00% | Department of Spanish, Tamkang University |
Director of SINBON Jiangyin (Representative of Institutional Shareholder) |
None | None | None | - |
| Director | Republic of China |
Hao-Min, Hsu |
Male | 2014.10.01 | 0 |
0.00% | 0 | 0.00% | 0 | 0.00% | Department of Shipping and Transportation Management, National Taiwan Ocean University Longwell Company, FedEx Taiwan. |
None |
None | None | None | - |
| Director | Republic of China |
Chin-Tsung, Huang |
Male | 2018.09.01 | 0 |
0.00% | 0 | 0.00% | 0 | 0.00% | Junior High School graduate, Engineer of NISSEI Electric, COO, Chief Operating Officer of Golden Bridge Electech Inc. |
None | None | None | None | - |
| Ass. Director | Republic of China |
Ping-Chen, Sung |
Male | 2014.10.01 | 1,689 |
0.00% | 0 | 0.00% | 0 | 0.00% | Ping Tung College of Technology Sales Manager , Wieson Technologies |
None | None | None | None | - |
| Ass. Director | Republic of China |
Ming-Cheng, Lin |
Male |
2015.06.01 | 18,081 |
0.01% | Not applicable |
- |
Not applicable |
- |
Graduated from Department of Electronic Engineering, National United University Section Manager, Electronics Section, Tech-Cast Mfg. Corp. |
None | None | None | None | Resignate on September 30 2022 |
| Ass. Director | Republic of China |
Chia-Ching, Lin |
Male | 2017.04.18 | 9,202 |
0.00% | 0 | 0.00% | 0 | 0.00% | Department of Electronic Engineering, Chung Hua University |
None | None | None | None | - |
| Ass. Director | Republic of China |
Ya-Hui, Kuo | Female | 2017.04.18 | 0 |
0.00% | 0 | 0.00% | 0 | 0.00% | Department of Business Administration,NTUST |
None | None | None | None | - |
| Ass. Director | Republic of China |
Kuei-Chen, Feng |
Female | 2018.04.09 | 0 |
0.00% | 4,000 | 0.00% | 0 | 0.00% | Department of Russian Language, National ChengChi University Operations manager of Holistic Music Culture Enterprise Co., Ltd. Head of Management Department, Ju Percussion Music School |
None | None | None | None | - |
- 27 -
| Occupational title (Note 1) |
Nationality | Name |
Gender | Date of office |
Quantity of shareholding |
Quantity of shareholding |
Quantity of shareholding by spouse and underage children |
Quantity of shareholding by spouse and underage children |
Shares held in the name of a third party |
Shares held in the name of a third party |
Major experience (education) (Note 2) |
Concurrent positions in other companies. |
Manager who is spouse or relative within second degree. |
Manager who is spouse or relative within second degree. |
Manager who is spouse or relative within second degree. |
Remark (Note 3) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Quantity of shares |
Proportion of shareholding |
Quantity of shares |
Proportion of shareholding |
Quantity of shares |
Proportion of shareholding |
Occupational title |
Name | Relation | ||||||||
| Ass. Director | Republic of China |
Ping-Jen, Chen |
Male | 2018.04.09 | 7,000 |
0.00% | 0 | 0.00% | 0 | 0.00% | Department of Sport Management, Aletheia University Sales Manager, T-CONN Precision Corporation |
None | None | None | None | - |
| Ass. Director | Republic of China |
Chien-Ming, Huang |
Male | 2018.04.09 | 0 |
0.00% | 0 | 0.00% | 0 | 0.00% | Department of Electronics, Fu-Hsin Trade & Arts School |
None | None | None | None | - |
| Ass. Director | Republic of China |
Hsing-Hsiu, Kuo |
Female | 2018.04.10 | 6,262 |
0.00% | 100 | 0.00% | 0 | 0.00% | Department of Applied Foreign Languages, National Yunlin University of Science and Technology |
None |
None | None | None | - |
| Ass. Director | Republic of China |
Kuo-Hung, Chen |
Male | 2018.10.29 | 0 |
0.00% | 0 | 0.00% | 0 | 0.00% | Department of Mechanical Engineering, National Taiwan of Science and Technology Asst VP, Consumer Product Department, Lorom Industrial Co. Ltd. |
None | None | None | None | - |
| Ass. Director | Republic of China |
Ping-Chen, Fu |
Male | 2019.06.03 | 0 |
0.00% | 3,000 | 0.00% | 0 | 0.00% | Stratford University, MBA. Project Manager, LITE-ON Technology |
None | None | None | None | - |
| Ass. Director | Republic of China |
Yang-Yu, Wu | Male | 2020.05.01 | 11,000 |
0.00% | 7,000 | 0.00% | 0 | 0.00% | Department of Applied Mathematics, Chinese Culture University MIS Manager, NEXCOM International Co.,Ltd. |
None | None | None | None | - |
| Ass. Director | Republic of China |
Shan, Li | Male | 2020.05.01 | 0 |
0.00% | 0 | 0.00% | 0 | 0.00% | PhD, Business Administration, National Chengchi University Consultant to the Office of the President, Avatack Co. Ltd. |
None | None | None | None | - |
| Ass. Director | Republic of China |
Yu-Hsuan, Lin |
Female | 2020.05.01 | 15,165 |
0.01% | 0 | 0.00% | 0 | 0.00% | Department of Chinese Literature, National Taiwan University |
None | None | None | None | - |
| Ass. Director | Republic of China |
Ya-Hui, Kao | Female | 2020.05.01 | 1,288 |
0.00% | 0 | 0.00% | 0 | 0.00% | Department of International Business, Tunghai University |
None |
None | None | None | - |
| Ass. Director | Republic of China |
Yao-Ting, Li | Male | 2021.05.01 | 2,000 |
0.00% | 0 | 0.00% | 0 | 0.00% | Chien Hsin University of Science and Technology |
None | None | None | None | - |
- 28 -
| Occupational title (Note 1) |
Nationality |
Name |
Gender | Date of office |
Quantity of shareholding |
Quantity of shareholding |
Quantity of shareholding by spouse and underage children |
Quantity of shareholding by spouse and underage children |
Shares held in the name of a third party |
Shares held in the name of a third party |
Major experience (education) (Note 2) |
Concurrent positions in other companies. |
Manager who is spouse or relative within second degree. |
Manager who is spouse or relative within second degree. |
Manager who is spouse or relative within second degree. |
Remark (Note 3) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Quantity of shares |
Proportion of shareholding |
Quantity of shares |
Proportion of shareholding |
Quantity of shares |
Proportion of shareholding |
Occupational title |
Name | Relation | ||||||||
| Ass. Director | Republic of China |
Yi-Hsien, Lin | Male | 2021.05.01 | 14,000 |
0.01% | 1,029 | 0.00% | 0 | 0.00% | Pure Mathematics of Department of Mathematics, Fu Jen Catholic University |
Director (Representative of Institutional Shareholder) of SINTOP Energy Management Co., Ltd. |
None | None | None | - |
| Ass. Director | USA | Hsin-Nan, Hsiung |
Male | 2022.01.01 | 0 |
0.00% | 0 | 0.00% | 0 | 0.00% | University of Houston Marketing and North America Business Development Manager, C.C.P. Contact Probes Co., LTD. |
None | None | None | None | - |
| Ass. Director | Republic of China |
Chen-Chun, Wang |
Male | 2022.06.17 | 1,446,310 | 0.61% |
0 | 0.00% | 0 | 0.00% | University of Illinois at Chicago MBA Team Lead of Brand Institute |
None | Chairman | Shaw-Shing Wang |
Father and son |
- |
| Director (Representative of Institutional Shareholder) |
Wei-Chung, Wang |
Brothers |
-
Note 1: The profiles of the President, Vice Presidents, Ass. Directors, function heads and branch heads should be included. Positions equivalent to the President, Vice President, or Ass. Director should also be included regardless of the occupational title.
-
Note 2: Experience relevant with the current position. If employed by the CPA office retained for performing auditing services and certification of its affiliates in the aforementioned period, specify the occupational title and the function performed.
-
Note 3: If the Chairman also hold the position as President or position of relevant function (e.g., the top manager), or these positions were held by spouse or next of kin, explain and justify the necessity and responses (e.g., additional seats for Independent Directors were reserved, and less than half of the Directors also hold positions as employees or managers).
-
Note 4: Director (Representative of Institutional Shareholder) of Worldwide Wire Harnesses Ltd., Chairman (Representative of Institutional Shareholder) of SINBON Tongcheng, Director (Representative of Institutional Shareholder) of SINBON Jiangyin, Director (Representative of Institutional Shareholder) of SINBON Hong Kong, Director (Representative of Institutional Shareholder) of SINBON Beijing, Director (Representative of Institutional Shareholder) of Beijing SINBON TongAn Renewable Energy Co., Ltd, Director (Representative of Institutional Shareholder) of SINBON Shenzhen, Director (Representative of Institutional Shareholder) of SINBON Shanghai , Chairman (Representative of Institutional Shareholder) of Jiangsu ENMAGIC Energy Co., Ltd., Independent Director (Representative of Institutional Shareholder) of Flytech Technology Co., Ltd., Director (Representative of Institutional Shareholder) of Enmagic Renewable Energy Co., Ltd., Chairman (Representative of Institutional Shareholder) of SINBON Jiangyin Beijing Tongzhou Branch, Director (Representative of Institutional Shareholder) of SINBON Technologies Tennessee LLC, Director (Representative of Institutional Shareholder) of Tai Yi Investment Co., Ltd., Chairman (Representative of Institutional Shareholder) of SINTOP Energy Management Co., Ltd.
-
Note 5: Chairman (Representative of institutional shareholder) of SINBON Europe GmbH, Director (Representative of institutional shareholder) of SINBON Hong Kong, Supervisor of SINBON Jiangyin, Supervisor of SINBON Tongcheng, Director (Representative of institutional shareholder) of Nextronics Engineering Corp.
-
Note 6: Supervisor of SINBON Hong Kong, Supervisor of SINBON Shenzhen, Supervisor of SINBON Shanghai, Director (Representative of institutional shareholder) of Kwan Ze Co., Ltd., Supervisor of T-CONN Precision (Zhongshan) Corporation, Supervisor of Beijing SINBON TongAn Renewable Energy Co., Ltd., Director (Representative of institutional shareholder) of SINBON Tongcheng, Director (Representative of institutional shareholder) of SINBON Jiangyin, Supervisor of SINBON Beijing, Director (Representative of institutional shareholder) of Jiangsu ENMAGIC Energy Co., Ltd., Supervisor of Kunshan ENMAGIC Energy Co., Ltd., Supervisor of Enmagic Renewable Energy Co., Ltd., Supervisor of SINTOP Energy Management Co., Ltd.
-
29 -
III. Remuneration to the Directors, President and Vice Presidents in the previous period:
(I) Remuneration to Directors and Independent Directors (Disclosure of the names in relevant bracket of the payment scale)
December 31 2022; Unit; NT$1,000
| Occupational title |
Name |
Remuneration to Directors | Remuneration to Directors | Remuneration to Directors | Remuneration to Directors | Remuneration to Directors | Remuneration to Directors | The sum of A, B, C and D and in the propotion of net income (Note 10) |
The sum of A, B, C and D and in the propotion of net income (Note 10) |
Relatedpayment inperformingthe duties as employees | Relatedpayment inperformingthe duties as employees | Relatedpayment inperformingthe duties as employees | Relatedpayment inperformingthe duties as employees | Relatedpayment inperformingthe duties as employees | Relatedpayment inperformingthe duties as employees | Relatedpayment inperformingthe duties as employees | Relatedpayment inperformingthe duties as employees | The sum of A, B, C, D, E, F and in the propotion of net income (Note 10) |
The sum of A, B, C, D, E, F and in the propotion of net income (Note 10) |
Payment from direct investee companies other than the subsidiaries or the parent company (Note 11) |
||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Remuneration (A) (Note 2) |
Pension and severance payment (B) |
Remuneration to Directors(C) (Note 3) |
Professional allowances (D) (Note 4) |
Salaries, bonus and special expense account (E) (Note 5) |
Pension and severance payment(F) |
Remuneration to employees (G) (Note 6) |
||||||||||||||||
| The Company | All companies included in the financial statements (Note 7) |
The Company | All companies included in the financial statements (Note 7) |
The Company | All companies included in the financial statements (Note 7) |
The Company | All companies included in the financial statements (Note 7) |
The Company | All companies included in the financial statements |
The Company | All companies included in the financial statements (Note 7) |
The Company | All companies included in the financial statements (Note 7) |
The Company | All companies included in the financial statements (Note 7) |
The Company | All companies included in the financial statements |
|||||
| Amount of cash |
Amount of stock |
Amount of cash |
Amount of stock |
|||||||||||||||||||
| Chairman | Shaw-ShingWang | - |
- |
- |
- |
20,100 | 20,100 |
320 |
320 |
20,420 0.71 |
20,420 0.71 |
12,865 |
12,865 | - |
- |
10,320 | - |
10,320 |
- |
43,605 1.51 |
43,605 1.51 |
- |
| Director | Wei-Ming,Liarng | |||||||||||||||||||||
| Director | Hsin-Chih,Yeh | |||||||||||||||||||||
| Director | Representative of Argosy Research Inc.: Chao-Liang,Wang |
|||||||||||||||||||||
| Director | Representative of Tai Yi Investment Co., Ltd.: Wei-Chung, Wang |
|||||||||||||||||||||
| Director | Representative of Kuo Shian Investment Co., Ltd.: Kuo-Hung,Wang |
|||||||||||||||||||||
| Director | Te-Cheng,Chiu | |||||||||||||||||||||
| Director | Wen-Sen,Huang |
- 30 -
| Occupational title |
Name |
Remuneration to Directors | Remuneration to Directors | Remuneration to Directors | Remuneration to Directors | Remuneration to Directors | Remuneration to Directors | Remuneration to Directors | Remuneration to Directors | The sum of A, B, C and D and in the propotion of net income (Note 10) |
The sum of A, B, C and D and in the propotion of net income (Note 10) |
Relatedpayment inperformingthe duties as employees | Relatedpayment inperformingthe duties as employees | Relatedpayment inperformingthe duties as employees | Relatedpayment inperformingthe duties as employees | Relatedpayment inperformingthe duties as employees | Relatedpayment inperformingthe duties as employees | Relatedpayment inperformingthe duties as employees | Relatedpayment inperformingthe duties as employees | The sum of A, B, C, D, E, F and in the propotion of net income (Note 10) |
The sum of A, B, C, D, E, F and in the propotion of net income (Note 10) |
Payment from direct investee companies other than the subsidiaries or the parent company (Note 11) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Remuneration (A) (Note 2) |
Pension and severance payment (B) |
Remuneration to Directors(C) (Note 3) |
Professional allowances (D) (Note 4) |
Salaries, bonus and special expense account (E) (Note 5) |
Pension and severance payment(F) |
Remuneration to employees (G) (Note 6) |
||||||||||||||||
| The Company | All companies included in the financial statements (Note 7) |
The Company | All companies included in the financial statements (Note 7) |
The Company | All companies included in the financial statements (Note 7) |
The Company | All companies included in the financial statements (Note 7) |
The Company | All companies included in the financial statements |
The Company | All companies included in the financial statements (Note 7) |
The Company | All companies included in the financial statements (Note 7) |
The Company | All companies included in the financial statements (Note 7) |
The Company | All companies included in the financial statements |
|||||
| Amount of cash |
Amount of stock |
Amount of cash |
Amount of stock |
|||||||||||||||||||
| Independent Director |
Hou-Ming, Chen | - | - |
- |
- |
3,400 | 3,400 |
340 |
340 |
3,740 0.13 |
3,740 0.13 |
- |
- |
- |
- |
- |
- |
- |
- |
3,740 0.13 |
3,740 0.13 |
- |
| Independent Director |
Cheng-Yen, Chang | |||||||||||||||||||||
| Independent Director |
Yu-Fen, Lin | |||||||||||||||||||||
| 1. Specify the policy, system, standard and structure of the fees for Independent Directors, and the association between the duties performed, the risk, the commitment of time and related factors and the amount of payment: 2. In addition to the above remuneration, the remuneration received by the directors of the Company in the recent year for providing services (such as serving as a non-employee consultant for the parent company / all companies included in the financial report / investee companies,etc.): 0. |
-
Profiles of the Directors (general Directors) and Independent Directors.
-
31 -
Remuneration Scale
| Remuneration Scale | Remuneration Scale | Remuneration Scale | Remuneration Scale | |
|---|---|---|---|---|
| Payment to individual Directors along the payment scale |
Name of Director | |||
| Sum total of the above 4 items (A+B+C+D) | Sum total of the above 7 items (A+B+C+D+E+F+G) |
|||
| The Company (Note 8) |
All companies included in the financial statements (Note 9)H |
The Company (Note 8) |
All companies included in the financial statements (Note 9)I |
|
| Less than NT$1,000,000 | ||||
| NT$1,000,000 (inclusive)~NT$2,000,000 (exclusive) |
Cheng-Yen, Chang; Wen-Sen, Huang; Hou-Ming, Chen; Yu-Fen,Lin |
Cheng-Yen, Chang; Wen-Sen, Huang; Hou-Ming, Chen; Yu-Fen,Lin |
Cheng-Yen, Chang; Hou-Ming, Chen; Yu-Fen, Lin |
Cheng-Yen, Chang; Hou-Ming, Chen; Yu-Fen, Lin |
| NT$2,000,000 (inclusive)~NT$3,500,000 (exclusive) |
Representative of Kuo Shian Investment Co., Ltd.: Kuo-Hung, Wang; Representative of Argosy Research Inc.: Chao-Liang, Wang; Representatives of Tai Yi Investment Co., Ltd.: Wei-Chung, Wang; Hsin-Chi, Yeh; Wei-Ming, Liarng; Te-Cheng,Chiu |
Representative of Kuo Shian Investment Co., Ltd.: Kuo-Hung, Wang; Representative of Argosy Research Inc.: Chao-Liang, Wang; Representatives of Tai Yi Investment Co., Ltd.: Wei-Chung, Wang; Hsin-Chi, Yeh; Wei-Ming, Liarng; Te-Cheng,Chiu |
Representative of Kuo Shian Investment Co., Ltd.: Kuo-Hung, Wang; Representative of Argosy Research Inc.: Chao-Liang, Wang; Representatives of Tai Yi Investment Co., Ltd.: Wei-Chung, Wang; Hsin-Chi, Yeh; Te-Cheng, Chiu |
Representative of Kuo Shian Investment Co., Ltd.: Kuo-Hung, Wang; Representative of Argosy Research Inc.: Chao-Liang, Wang; Representatives of Tai Yi Investment Co., Ltd.: Wei-Chung, Wang; Hsin-Chi, Yeh; Te-Cheng, Chiu |
| NT$3,500,000 (inclusive)~NT$5,000,000 (exclusive) |
Shaw-Shing Wang | Shaw-Shing Wang | ||
| NT$5,000,000 (inclusive)~NT$10,000,000 (exclusive) |
Wei-Ming, Liarng; Wen-Sen,Huang |
Wei-Ming, Liarng; Wen-Sen,Huang |
||
| NT$10,000,000 (inclusive)~NT$15,000,000 (exclusive) |
||||
| NT$15,000,000 (inclusive)~NT$30,000,000 (exclusive) |
Shaw-Shing Wang | Shaw-Shing Wang | ||
| NT$30,000,000 (inclusive)~NT$50,000,000 (exclusive) |
||||
| NT$50,000,000 (inclusive)~NT$100,000,000(exclusive) |
||||
| More than NT$100,000,000 | ||||
| Total | 11 | 11 | 11 | 11 |
Note 1: List out the names of the Directors separately (for institutional shareholders, list out the name of the institutional shareholder and the representative separately), as well as the Directors and Independent Directors, and disclose all payments in aggregate. If a Director also holds the position of President or Vice President, fill in this table and the table (3-1) below, or Table (3-2-1), and (3-2-2) below.
Note 2: Refers to the remuneration to the Directors in the previous period (including salaries, professional allowances, severance payment, different types of bonus, and gratuities).
- Note 3: Put down the amount paid to the Directors in the previous period passed by the Board.
Note 4: Related professional allowances paid to the Directors in the previous period (including traveling subsidy, special expense account, allowances, and payment in kind such as accommodation and company car).If housing, company car or other transportation vehicle or exclusive expense is incurred, disclose the nature and cost of the assets, the actual amount of rent or estimated at fair value, fuel payment and other payment. If a driver is assigned, specify the remuneration to the driver by the Company but not included as a part of the remuneration.
- 32 -
Note 5: Refers to payment to Directors who also performed the duties as employees (including holding the position as President, Vice President, managers, and other personnel) including salaries, professional allowances, severance payment, different types of bonus, gratuities, traveling subsidy, special expense account, allowances, and payment in kind such as accommodation, company car. If housing, company car or other transportation vehicle or exclusive expense is incurred, disclose the nature and cost of the assets, the actual amount of rent or estimated at fair value, fuel payment and other payment. If a driver is assigned, specify the remuneration to the driver by the Company but not included as a part of the remuneration. Salary expense recognized under IFRS 2 “Share-Based Payment”, including the acquisition of ESO, RSU/RSA, and subscription of new shares for raising capital, which should be included as remuneration.
- Note 6: If the Directors also performed the duties as employees (including holding the position as President, Vice President, managers, and other personnel) and received payment as employees (including stock and cash), disclose the amount of remuneration to employee in the previous period passed by the Board. If estimation is not possible, calculate the amount planned to pay out in current period on the basis of the actual amount payment in the previous year, and fill in Table 1-(3).
Note 7: Disclose the total amount of payment from all companies (including the Company) included in the consolidated financial statements to the Directors of the Company.
- Note 8: Disclose the names of the Directors in respective bracket of the payment scale by the total amount of payment from the Company.
Note 9: Disclose the total of all itemized payment from all companies (including the Company) included in the consolidated financial statements to each Director of the Company, and disclose the names of the Directors in respective brackets of the payment scale.
Note 10: Net income refers to the net income as presented in the separate financial statement in the recent year.
Note 11: a. Put down the amount of remuneration from direct investee companies other than the subsidiaries or the parent company to the Directors of
the Company (If there is no payment, put down “None”).
-
b. If the Directors have received payment from direct investee companies other than the subsidiaries or the parent company, include this amount in Column I of the payment scale, and rename the column name as “parent company and all direct investee companies”.
-
c. Remuneration refers to the reward, payment (including payment to employees, Directors, and Supervisors) and performing professional duties to Directors who also act in the capacity of Directors, Supervisors or Managers in the direct investee companies other than the subsidiaries.
-
The content of remuneration disclosed in this table is different from the purpose of taxation. This table is just for disclosure of information only, not as reference for taxation.
(II) Remuneration to President and Vice Presidents (disclosure of the names in relevant bracket of the payment scale)
December 31 2022; Unit: NT$1,000
| Occupational title |
Name |
Salaries (A) (Note 2) |
Salaries (A) (Note 2) |
Pens seve paym |
ion and rance ent (B) |
Bonus and special expense account (C) (Note 3) |
Bonus and special expense account (C) (Note 3) |
Amount of remuneration to employees (D) (Note 4) |
Amount of remuneration to employees (D) (Note 4) |
Amount of remuneration to employees (D) (Note 4) |
Amount of remuneration to employees (D) (Note 4) |
The sum of A, B, C and D in the proportion to net income (Note 8) |
The sum of A, B, C and D in the proportion to net income (Note 8) |
Remuneration from direct investee companies other than the subsidiaries or the parent company (Note 9) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| The Company | All companies included in the financial statements (Note 5) |
The Company | All companies included in the financial statements (Note 5) |
The Company | All companies included in the financial statements (Note 5) |
The Company | All companies included in the financial statements (Note 5) |
The Company |
All companies included in the financial statements |
|||||
| Amount of cash |
Amount of stock |
Amount of cash |
Amount of stock |
|||||||||||
| President | Wei-Ming, Liarng |
9,378 | 9,378 | - | - | 1,500 |
1,500 | 2,800 | - | 2,800 |
- |
13,678 0.47 |
13,678 0.47 |
- |
| Vice President |
Wen-Sen, Huang |
|||||||||||||
| Chun-Yu, Chen (Note 1) |
- Disclose all persons holding position equivalent to the President, Vice Presidents (e.g.: President, CEO, Chief Officer, and so forth) regardless of the occupational title.
Note 1: Chun-Yu, Chen resigns on October 12 2022.
- 33 -
Remuneration Scale
| Remuneration to individual President and Vice Presidents along the payment scale |
Names of President and Vice Presidents | Names of President and Vice Presidents |
|---|---|---|
| The Company (Note 6) | All companies included in the financial statements(Note 7)E |
|
| Less than NT$1,000,000 | ||
| NT$1,000,000 (inclusive)~NT$2,000,000 (exclusive) |
||
| NT$2,000,000 (inclusive)~NT$3,500,000 (exclusive) |
Chun-Yu, Chen | Chun-Yu, Chen |
| NT$3,500,000 (inclusive)~NT$5,000,000 (exclusive) |
Wei-Ming, Liarng; Wen-Sen, Huang |
Wei-Ming, Liarng; Wen-Sen, Huang |
| NT$5,000,000 (inclusive)~NT$10,000,000 (exclusive) |
||
| NT$10,000,000 (inclusive)~NT$15,000,000 (exclusive) |
||
| NT$15,000,000 (inclusive)~NT$30,000,000 (exclusive) |
||
| NT$30,000,000 (inclusive)~NT$50,000,000 (exclusive) |
||
| NT$50,000,000 (inclusive)~NT$100,000,000 (exclusive) |
||
| More than NT$100,000,000 | ||
| Total | 3 | 3 |
-
Note 1: List out the President and Vice Presidents by the name, and disclose the amount of itemized payment in aggregate. If a Director also holds position as President or Vice President, fill in this form and the form above.
-
Note 2: Put down the salaries, professional allowances, and severance payment of the President and the Vice Presidents in the previous period.
-
Note 3: Put down different types of bonus, gratuities, traveling subsidy, special expense account, allowances, and payment in kind including accommodation and company vehicle for the President and Vice Presidents in the previous period. If housing, company car or other transportation vehicle or exclusive expense is incurred, disclose the nature and cost of the assets, the actual amount of rent or estimated at fair value, fuel payment and other payment. If a driver is assigned, specify the remuneration to the driver by the Company but not included as a part of the remuneration. Salary expense recognized under IFRS 2 “Share-Based Payment”, including the acquisition of ESO, RSU/RSA, and subscription of new shares for raising capital, which should be included as remuneration.
-
Note 4: Put down the amount of remuneration to the President and Vice Presidents as employees (including stock and cash) passed by the Board in the previous period. If estimation is not possible, calculate the amount in proportion to the actual payment of the previous year, and fill in Table 1-(3).
-
Note 5: Disclose the total payment from all companies included in the consolidated statements (including the Company) to the President and the Vice Presidents of the Company.
-
Note 6: The total amount of payment to the President and each Vice President of the Company, and disclose the names of the persons in relevant brackets along the payment scale.
-
Note 7: Disclose the total amount of payment from all companies included in the consolidated statements (including the Company) to the President and each Vice President, and disclose the names of the persons in relevant brackets along the payment scale.
-
Note 8: Net income refers to the net income as presented in the separate financial statement in the recent year.
-
Note 9: a. Put down the amount of related payment to the President and the Vice Presidents from all direct investee companies other than the subsidiaries or the parent company (If there is no payment, put down “None”).
-
b. If the President and the Vice Presidents were remunerated by direct investee companies other than the subsidiaries or the parent company, put down the amount paid to the President and the Vice Presidents of the Company from direct investee companies other than the subsidiaries or the parent company in relevant brackets along the payment scale in column E, and change the name of the column as “Parent company and all direct investee companies”.
-
34 -
-
c. Remuneration includes the reward and wages (including payment to employees, Directors and Supervisors) and professional allowances to the President and Vice Presidents of the Company from direct investee companies other than the subsidiaries or the parent company in the capacity of Directors, Supervisors or Managers of these companies.
-
The content of remuneration disclosed in this table is different from the purpose of taxation. This table is just for disclosure of information only, not as reference for taxation.
Names of managers with remuneration as employees and the disbursement:
| December | December | 31 2022;Unit: NT$1,000 The total amount in proportion to net income (%) 0.2 |
||||
|---|---|---|---|---|---|---|
| Occupational title (Note 1) |
Name (Note 1) |
Amount of stock |
Amount of cash |
Total | The total amount in proportion to net income (%) |
|
| Managers | President | Wei-Ming,Liarng | - | 5,790 | 5,790 | 0.2 |
| Vice President | Wen-Sen,Huang | |||||
| Vice President | Chun-Yu, Chen (Note 5) |
|||||
| Director | Ping,Li(Note 6) | |||||
| Director | Hsing-Chun,Wu | |||||
| Director | Li-Li,Huang | |||||
| Director | Hao-Min,Hsu | |||||
| Director | Cheng-Ling,Li | |||||
| Director | Hsiu-Sui,Lin | |||||
| Director | Yun-Ju,Huang | |||||
| Director | Chin-Tsung, Huang |
|||||
| Ass. Director | Yi-Hsien,Lin | |||||
| Ass. Director | Shan,Li | |||||
| Ass. Director | Kuei-Chen,Feng | |||||
| Ass. Director | Ping-Chen,Sung | |||||
| Ass. Director | Yu-Hsuan,Lin | |||||
| Ass. Director | Ming-Cheng, Lin (Note 7) |
|||||
| Ass. Director | Hsing-Hsiu,Kuo | |||||
| Ass. Director | Chia-Ching,Lin | |||||
| Ass. Director | Ya-Hui,Kuo | |||||
| Ass. Director | Yang-Yu,Wu | |||||
| Ass. Director | Ping-Jen,Chen | |||||
| Ass. Director | Chien-Ming, Huang |
|||||
| Ass. Director | Kuo-Hung,Chen | |||||
| Ass. Director | Ping-Chen,Fu | |||||
| Ass. Director | Ya-Hui,Kao | |||||
| Ass. Director | Yao-Ting,Li | |||||
| Ass. Director | Chen-Chun, Wang |
|||||
| Ass. Director | Hsin-Nan,Hsiung | |||||
| CFO | Chi-Chou,Chang |
Note 1: Disclose the name and occupational title of each person, and the distribution of earnings may be disclosed in aggregate.
-
35 -
-
Note 2: Put down the amount of remuneration to the Managers as employees (including stock and cash) passed by the Board in the previous period. If estimation is not possible, calculate the amount in proportion to the actual payment of the previous year. Net income refers to the net income of the recent period.
-
Note 3: The scope of Managers shall be defined under FSC Letter Taiwan-Finance-Securities (III)- No. 0920001301 dated March 27 2003 specified as follows:
-
(1) President and equivalent rank
-
(2) Vice President and equivalent rank
-
(3) Ass. Director and equivalent rank
-
(4) Chief Financial Officer
-
(5) Chief Accounting Officer
-
(6) Any other authorized personnel charged with administrative duties and entitled to sign document on behalf of and in the name of documents.
-
Note 4: If the Directors, President and Vice Presidents were remunerated as employees (including stock and cash), fill in Table 1-(2), and also this form.
-
Note 5: Chun-Yu, Chen resigns on October 12 2022.
Note 6: Ping, Li resigns on December 31 2022.
-
Note 7: Ming-Cheng, Lin resigns on September 30 2022.
-
(III) The total payment from the Company and all companies included in the financial statements to the Directors (including Independent Directors), President and Vice Presidents as remuneration in the last 2 years in proportion to the net income and related analysis, and explain the policy, standard and components of payment, the procedure for setting the amount of payment, and the association with the operation performance and the risks in the future:
December 31 2022
| December 31 2022 | December 31 2022 | December 31 2022 | December 31 2022 | |
|---|---|---|---|---|
| Item | Total remuneration inproportion to net income(%) | |||
| 2022 | 2021 | |||
| The Company | All companies included in the financial statements |
The Company | All companies included in the financial statements |
|
| Directors (including Independent Directors) |
1.64 | 1.64 | 1.82 | 1.82 |
| President and Vice Presidents |
0.47 | 0.47 | 0.56 | 0.57 |
The policy, standard and components of remuneration:
-
Directors (including Independent Directors): no fixed salary, traveling subsidy at NT$10,000 will be paid for attending each session of the Board. Remunerations to the Directors will be under 3% of the earnings of the Company in the year where applicable under the Articles of Incorporation of the Company. The performance evaluation of the Directors will also be taken into consideration.
-
Managers: Performance bonus will be remunerated with fixed salaries at industry level and bonus in commensurate with operation performance. They are also entitled to the remuneration to employees of the year (twice a year, one in the first half of the year and another in the second half of the year). The amount of payment will
-
36 -
range from 1% to 15% of the earnings of the Company.
The procedure for setting the amount of remuneration, and the association with operation performance and risks in the future:
-
The procedure for setting the amount of remuneration: Setup of annual performance indicator → Annual performance evaluation → Approval of the amount of remuneration → Review by Remuneration Committee → Final approval of the Board → Disbursement.
-
Association with operation performance and risks in the future: Performance bonus and remuneration to employees will be based on the revenue and profit position of the Company and the performance of individual departments and employees.
-
The salaries and other payment as remuneration to the Directors (including Independent Directors) and Managers will commensurate with the pursuit of the core value of the Company, capacity in corporate management, financial and business performance indicators, participation in continuing education and sustainable development, other special contribution, or incidents of significant negative impact, which will be considered in the evaluation of performance and disbursement of payment.
-
37 -
IV. Pursuit of corporate governance:
(I) Function of the Board:
The Board of the Company convened for 5 times (A) from June 2022 to April 1 2023. The attendance of the Directors is specified below:
| Occupational title |
Name (Note 1) | Actual frequency attendance (as observer) B |
Frequency of attendance by proxy |
Actual attendance rate (%) [B/A] (Note 2) |
Remark |
|---|---|---|---|---|---|
| Chairman | Shaw-Shing Wang | 4 | 0 | 100% | None |
| Director | Hsin-Chih, Yeh | 4 | 0 | 100% | None |
| Director | Wei-Ming, Liarng | 4 | 0 | 100% | None |
| Director | Wen-Sen, Huang | 4 | 0 | 100% | None |
| Director | Representative of Argosy Research Inc.: Chao-Liang, Wang |
4 | 0 | 100% | None |
| Director | Representative of Tai Yi Investment Co., Ltd.: Wei-Chung, Wang |
4 | 0 | 100% | None |
| Director | Representative of Kuo Shian Investment Co., Ltd.: Kuo-Hung, Wang |
4 |
0 | 100% | None |
| Director | Te-Cheng, Chiu | 3 | 1 | 75% | None |
| Independent Director |
Yu-Fen, Lin | 4 | 0 | 100% | None |
| Independent Director |
Cheng-Yen, Chang | 4 | 0 | 100% | None |
| Independent Director |
Hou-Ming, Chen | 4 | 0 | 100% | None |
| Additional information: I. If any of the following applies to the Board in session, specify the date, the session of the meeting, the content of the motions, the opinions of all Independent Directors, and the response of the Company to the opinions of the Independent Directors: (I) Particulars inscribed in Article 14-3 of the Securities and Exchange Act (II) Further to the aforementioned issues, any other adverse opinions or qualified opinions from the Independent Directors on record or in written declaration on the resolutions of the Board: |
- 38 -
| II. | Date of Independent Directors /session of the Board |
April 22 2022 |
July 22 2022 |
October 21 2022 |
March 09 2023 |
|---|---|---|---|---|---|
| Yu-Fen, Lin | No adverse opinion |
No adverse opinion |
No adverse opinion |
No adverse opinion |
|
| Cheng-Yen, Chang | No adverse opinion |
No adverse opinion |
No adverse opinion |
No adverse opinion |
|
| Hou-Ming, Chen | No adverse opinion |
No adverse opinion |
No adverse opinion |
No adverse opinion |
| (I) | July 22, 2022: Recognition for approval of remuneration to the new managers, the Director | |
|---|---|---|
| Shaw-Shing Wang was recused due to his Second Degree of Kinship with the new manager. | ||
| Chairman of Remuneration Committee, Cheng-Yen, Chang, served as the acting chairman, in acting | ||
| capacity inquired for opinions from the other Directors (10 persons) in session. The motion was | ||
| passed at common consent of all the Directors in session. | ||
| (II) | October 21, 2022: Ratification of the right-of-use assets obtained from the Office Lease Contract | |
| and Machinery and Equipment Lease Contract signed between the Company and T-CONN | ||
| Precision Co., Ltd., a subsidiary where the Company holds 57.45% of its stakes, and the assets | ||
| obtained from the Machinery and Equipment Lease Contract signed between the Company and | ||
| T-CONN Precision Co., Ltd., a subsidiary where the Company holds 57.45% of its stakes, except the | ||
| Director Shaw-Shing Wang, Director Te-Cheng, Chiu and Director Hsin-Chih, Yeh were recused due | ||
| to as directors of T-CONN Precision Co., Ltd., the acting Chairman Chao-Liang, Wang, in acting | ||
| capacity inquired for opinions from the other Directors (8 persons) in session. The motion was | ||
| passed at common consent of all the Directors in session. | ||
| (III) | March 9, 2023: The Company intend to transfer Miaoli No. 3 Factory (E-Bike Assembly Factory) to | |
| T-CONN Precision Co., Ltd., a subsidiary where the Company holds 57.45% of its stakes | ||
| (hereinafter referred to as T-CONN), except the Director Shaw-Shing Wang, Director Hsin-Chih, Yeh | ||
| were recused due to as directors of T-CONN Precision Co., Ltd., and Director Wei-Chung, Wang | ||
| was recused due to his Second Degree of Kinship with the Director Shaw-Shing Wang, the acting | ||
| Chairman Wei-Ming, Liarng , in acting capacity inquired for opinions from the other Directors (8 | ||
| persons) in session. The motion was passed at common consent of all the Directors in session. | ||
| III. | Information on the cycle and duration for the Board of Directors of companies listed at TWSE/TPEx in | |
| self-evaluation (peer evaluation), the scope, means and content of assessment, and fill in Table 2-(2) on | ||
| the | status of evaluation of the Board. | |
| IV. | The | objective of the Board in performing its function and the state of pursuit in current period and |
| previous period: the Company passed the “Regulations Governing the Evaluation of Board Performance” | ||
| in a | session of the Board dated April 22 2016. The items of the Board (functional committees) for | |
| evaluation of its performance covers the following 5 major aspects: |
- 39 -
| (I) Level of participation in the operation of the Company. |
||
|---|---|---|
| (II) Upgrade the quality of decision-making by the Board | ||
| (III) The organization and structure of the Board | ||
| (IV) Election of Directors and continuing education. | ||
| (V) Internal control | ||
| The items for the evaluation of the performance of the Board members (including self-assessment and | ||
| peer assessment) covers the following 6 major aspects: | ||
| (I) The control of the objective and mission of the Company |
||
| (II) Awareness of the duties of the Directors | ||
| (III) Level of participation in the operation of the Company. | ||
| (IV) Cultivation of internal relation and communication | ||
| (V) Professional designated and continuing education of the Directors | ||
| (VI) Internal control | ||
| The Secretariat of the Board will collect information pertinent to the activities of the Board at the end of | ||
| the fiscal year (once annually), and release the “Questionnaire for Self-Assessment of the Performance | ||
| of the Board (functional committees)” for filling in, or related questionnaires of “Self-Assessment of the | ||
| member of the Board (self-assessment or peer assessment)”, and collect the questionnaires from the | ||
| respondents for tracking down the result. These reports will be submitted to the Board for review and | ||
| taking corrective action. The Board of the Company completed its self-assessment in 2022 on October 21 | ||
| 2022, and uploaded the result to the official website of the Company at | ||
| https://www.sinbon.com/en/corporate-governance. The average attainment of all indicators is 4.87 | ||
| (with a full credit of 5), which indicated sound implementation. | ||
| In addition, in 2022, the Company appointed Ernst & Young Enterprise Management Consulting Services | ||
| Co., Ltd. to conduct external performance evaluation of the Board of Directors, and the report was | ||
| announced on our website: https://www.sinbon.com/en/corporate-governance. | ||
| Note | 1: If specific Director or Independent Director is an institution, disclose the name of the institution and the name of the representative. | |
| Note | 2: (1) If specific Director or Independent Director resigns within the fiscal year, put down the date of relief from office in the remark | |
| column. The actual attendance (as observer) rate (%) will be calculated on the basis the actual frequency of attendance (as | ||
| observer) to the session of the Board and the frequency of the convention of the Board while the Director is still in office. | ||
| (2) If an election of Directors or Independent Directors has been held to fill the vacancy before the end of the fiscal year, put down | ||
| the names of the newly elected Directors and Independent Directors and the Directors and Independent Directors of the | ||
| previous term, and noted as new to office or reelected to office, and the date of the election. The actual attendance (as observer) | ||
| rate (%) will be calculated basis the actual frequency of attendance (as observer) to the session of the Board and the frequency | ||
| of the convention of the Board while the Director is still in office. |
- 40 -
(II) The implementation of evaluation of the Board
| Evaluation cycle (Note1) |
Evaluation period (Note 2) |
Scope of evaluation (Note 3) |
Means of evaluation (Note 4) |
Content of evaluation (Note 5) |
|---|---|---|---|---|
| Once annually | January 1 2022 to December 31 2022 |
Board of Director |
Self-Assessment of the members of the Board |
(Note 5) |
| Three times annually |
January 1 2022 to December 31 2022 |
Board of Director |
External Assessment of the members of the Board |
(Note 5) |
Note 1: Specify the evaluation cycle, for example once annually.
Note 2: Specify the evaluation period, for example January 1 2019 to December 31 2019.
Note 3: The scope of evaluation includes the evaluation of Board of Directors, individual Director member and functional committees.
Note 4: The means of evaluation includes the internal evaluation of the Board, Self-Assessment of the members of the Board, peer assessment, external assessment.
Note 5: The content of assessment will be based on the scope of assessment and shall cover at least the following items:
-
(1) Evaluation of Board performance: Cover at least the level of participation in the operation of the Company, the quality of decision-making of the Board, the organization and structure of the Board, the election of Directors and continuing education, and internal control.
-
(2) Evaluation of the performance of individual Board members: Cover at least the control of the objective and mission of the Company, awareness of the duties of Directors, level of participation in the operation of the Company, cultivation of internal relation and communication, professional qualifications and continuing education of Directors, and internal control.
-
(3) Functional committee assessment: which should cover participation in the operation of the Company; awareness of the duties of the functional committee; quality of decisions made by the functional committee; makeup of the functional committee and election of its members and internal control.
-
41 -
-
(III) The function performed by the Auditing Committee and the participation in the operation of the Board: the Company adopted the system of Auditing Committee. The Auditing Committee convened for 3 times (A) from June 2022 to April 1 2023. The attendance of the committee members is specified below:
| Occupational title |
Occupational title |
Name | Actual frequency of attending as observer (B) |
Actual attendance rate as observer (%) (B/A) (Note 1, Note 2) |
Actual attendance rate as observer (%) (B/A) (Note 1, Note 2) |
Remark |
|---|---|---|---|---|---|---|
| Independent Director |
Cheng-Yen, Chang | 3 | 100% | None | ||
| Independent Director |
Hou-Ming, Chen | 3 | 100% | None | ||
| Independent Director |
Yu-Fen, Lin | 3 | 100% | None | ||
| I. Additional information: (I) Particulars inscribed in Article 14-5 of the Securities and Exchange Act: Date of the session Content of the motions and follow-up action July 22 2022 ● Proposal of changing CPA of Ernst & Young ● The consolidated financial statements of Q2 2022 ● Update the Company’s endorsement and guarantee in favor of wholly-owned subsidiary SINBON USA LLC (hereinafter, “SINBON USA”) ● Update the overall credit limit of HSBC Bank (China) Company Limited ● Update the credit limit of HSBC Bank (Taiwan) ● Update the credit limit of DBS Bank (Taiwan) Ltd. ● The capitalization of retained earnings into new shares of Tong Cheng SINBON Electronics Co., Ltd., a wholly-owned subsidiary of the Company, amounyinf to USD 3 million. ● The Company sets a limit of US$3 million of raising capital for the 100% investee company, SINBON USA LLC(hereinafter, “SINBON USA”) ● The Company raised capital for the 100% investee company, SINBON Hungary Kft (hereinafter, “SINBON Hungary”), amounting to EUR 1 million ● The Company’s 85.53% trans-investment in Beijing SINBON TongAn Renewable Energy Co., Ltd. (hereinafter, “Beijing TongAn”), proposed to raise cash capital of CNY 20 million for its subsidiary Xuzhou ENMAGIC Energy Co., Ltd. (hereinafter referred to asXuzhouENMAGIC) |
Opinions of all the Independent Directors and the response of the Company to the opinions of the Independent Directors. All members of the committee acted in favor of these motions in common consent, and submit to the Board. The Board passed these motions at common consent. |
|||||
| Content of the motions and follow-up action | Opinions of all the Independent Directors and the response of the Company to the opinions of the Independent Directors. |
|||||
| ● Proposal of changing CPA of Ernst & Young ● The consolidated financial statements of Q2 2022 ● Update the Company’s endorsement and guarantee in favor of wholly-owned subsidiary SINBON USA LLC (hereinafter, “SINBON USA”) ● Update the overall credit limit of HSBC Bank (China) Company Limited ● Update the credit limit of HSBC Bank (Taiwan) ● Update the credit limit of DBS Bank (Taiwan) Ltd. ● The capitalization of retained earnings into new shares of Tong Cheng SINBON Electronics Co., Ltd., a wholly-owned subsidiary of the Company, amounyinf to USD 3 million. ● The Company sets a limit of US$3 million of raising capital for the 100% investee company, SINBON USA LLC(hereinafter, “SINBON USA”) ● The Company raised capital for the 100% investee company, SINBON Hungary Kft (hereinafter, “SINBON Hungary”), amounting to EUR 1 million ● The Company’s 85.53% trans-investment in Beijing SINBON TongAn Renewable Energy Co., Ltd. (hereinafter, “Beijing TongAn”), proposed to raise cash capital of CNY 20 million for its subsidiary Xuzhou ENMAGIC Energy Co., Ltd. (hereinafter referred to asXuzhouENMAGIC) |
All members of the committee acted in favor of these motions in common consent, and submit to the Board. The Board passed these motions at common consent. |
- 42 -
| October 21 2022 March 09 2023 |
● The Company’s 85.53% trans-investment in Beijing SINBON TongAn (hereinafter, “Beijing TongAn”), proposed to reduce the capital and liquidate its subsidiary Beijing SINBON Electronics Co., Ltd. (hereinafter, “Beijing SINBON”) ● The Company’s 100% trans-investment in Kwan Ze Corporation Ltd. (hereinafter, “Kwan Ze”), proposed to jointly establish a joint venture company, “ Enwan Technology Co., Ltd.” with shareholders such as Chant Sincere Co., Ltd. and Nextronics Engineering Corp. (tentative) ● The Company intends to loan funds to wholly-owned sub-subsidiarySINBON C&C LLC(hereinafter,“C&C”) |
||
|---|---|---|---|
| ● The consolidated financial statements of Q3 2022 ● Review of the 2023 Annual Audit Plan ● Update the credit limit of CTBC Bank ● Update the credit limit of Cathay United Bank ● Update the overall credit limit and derivative limit of Taishin International Bank ● Update the overall credit limit of HSBC Bank (China) Company Limited ● Amend to the “Processing of Material inside Information and Prevention of Insider Trade Procedure” of the Company in part. ● Ratification of the right-of-use assets obtained from the Office Lease Contract signed between the Company and T-CONN Precision Co., Ltd., a subsidiary where the Company holds 57.45% of its stakes ● Ratification of the right-of-use assets obtained from the Machinery and Equipment Lease Contract signed between the Company and T-CONN Precision Co., Ltd., a subsidiary where the Company holds 57.45% of its stakes ● The Company has processed the 8th issue of non-guaranteed convertible domestic bonds of NT$1,000,000,000 ● Update the loaning of fund to wholly-owned subsidiary of the Company, SINBON Hungary Kft (hereinafter, “SINBON Hungary”). ● The Company intends to participate in the investment of DAMON MOTORS INC’s non-guaranteed convertible bonds |
|||
| ● 2022 Separate Financial Statement and Consolidated Financial Statement ● Proposal for the Distribution of Earnings in 2022 ● Statement of Declaration of Internal Control in 2022 ● Formulate the Company's “Preparation and Verification Operating Procedures of ESG Report” ● Review the assessment result of the Independence of the CPAs of the Company. ● Non-assurance services intend to be provided by Ernst & Young and its affiliated companies to the Company and its subsidiaries ● Update the overallcreditlimit of MizuhoBank(China) |
- 43 -
| ● Update the overall credit limit of Mizuho Bank ● Update the credit limit of Cathay United Bank ● The Company raised capital for the 100% investee company, SINBON USA LLC(hereinafter, “SINBON USA”), amounting to US$3 million ● The Company intends to increase loan funds to wholly-owned sub-subsidiary SINBON Ohio LLC (hereinafter, “SINBON Ohio”) ● "Beijing SINBON TongAn Renewable Energy Co., Ltd." (hereinafter, “Beijing TongAn”), a subsidiary where the Company holds 85.53% of its stakes, suspended the listing of CNY common shares (A-shares) on the Shenzhen Stock Exchange ● Adjustment of the investment holding structure of “Beijing SINBON TongAn Renewable Energy Co., Ltd. (hereinafter, “Beijing TongAn”), a subsidiary where the Company holds 85.53% of its stakes ● Cash buy-back for for capital reduction of “Beijing SINBON TongAn Renewable Energy Co., Ltd. (hereinafter, “Beijing TongAn”), a subsidiary where the Company holds 85.53% of its stakes. ● The Company intend to transfer Miaoli No. 3 Factory (E-Bike Assembly Factory) to T-CONN Precision Co., Ltd. (hereinafter referred to as T-CONN), a subsidiary where the Company holds 57.45% of its stakes |
|||
|---|---|---|---|
Note 1: If specific Independent Director resigned before the end of the fiscal year, specify the date of relief from office, the actual attendance rate (%) calculated on the basis of the frequency of the convention of the Auditing Committee and frequency of attendance to the session of the Auditing Committee in the remark column.
-
Note 2: If there is an election of Independent Directors before the end of the fiscal year, specify the name of the newly elected and the previous Independent Directors, and note down if the Independent Directors are in office, newly elected or reelected, and the date of the election. The actual attendance rate (%) will be calculated on the basis of the frequency of the convention of the Auditing Committee and the actual frequency of attendance to the sessions of the Auditing Committee within the term of office.
-
44 -
(IV) Pursuit of corporate governance varied with the Corporate Governance Best Practice Principles for TWSE Listed and TPEx Listed Companies, and the reason for the variation:
| variation: | ||||
|---|---|---|---|---|
| Items of evaluation | Thepursuit(Note 1) | Variation from Corporate Governance Best Practice Principles for TWSE Listed and TPEx Listed Companies, and the reason for the variation |
||
| Yes | No | Summary Explanation | ||
| I. Has the Company established and disclosed its Corporate Governance Best Practice Principles in accordance with the “Corporate Governance Best Practice Principles for TWSE Listed and TPEx Listed Companies”? |
| The Company has established its Corporate Governance Best Practice Principles in accordance with the “Corporate Governance Best Practice Principles for TWSE Listed and TPEx Listed Companies” and disclosed at MPOS: http://mops.twse.com.tw/mops/web/t100 sb04_1 |
None. | |
| II. Equity structure and shareholder equityof the Company |
||||
| (I) Has the Company established the internal operation procedures for responding to the suggestion, queries, disputes and lawsuits of the shareholders, and proceed with the procedures? |
| The Company has instituted the “Regulations Governing the Informing of Illegal and Unethical Practices”, and has set up the “Stakeholders Section” at its official website and the system of spokesman to handle related matters as required. For additional information, visit: https://www.sinbon.com/tw/corporate-go vernance , the rules and regulations of corporategovernance. |
None. | |
| (II) Has the Company kept list of the dominant shareholders actually controlling the Company, and the list of ultimate controlling parties of these dominant shareholders? |
| The Company has kept track on the list of the dominant shareholders and the ultimate controlling parties of these shareholders, and has cultivated positive investor-investee relation with the dominant shareholders. |
None. | |
| (III) Is there any control and firewall mechanisms established between the Company and its affiliates with proper execution? |
|
The direct investment of the Company is regulated by the “Regulations Governing and Administration of Group Enterprises”, “Regulations Governing Direct Investment”, “Internal Control System”, and “Internal Audit System” of the Companyand other applicable legal rules. |
None. | |
| (IV) Has the Company instituted related internal rules and regulations for prohibiting the use of undisclosed information in market by insiders for tradingof securities? |
|
Prohibition of insider trade is explicitly stated in Article 16 of the “Procedures for Handling Material Inside Information and the Prevention of Insider Trading” of the Company. Related rules are also set forth in Article 14 of the “Ethical Corporate |
None. |
- 45 -
| Items of evaluation | Thepursuit(Note 1) | Thepursuit(Note 1) | Thepursuit(Note 1) | Variation from Corporate Governance Best Practice Principles for TWSE Listed and TPEx Listed Companies, and the reason for the variation |
|---|---|---|---|---|
| Yes | No | Summary Explanation | ||
| Governance Best Practice Principles and Code of Conduct”. |
||||
| III. The organization and function of the Board |
||||
| (I) Has the Board established the policy of diversity, the substantive management objective, and the attainment? |
|
The policy of the diversity of Board members was stated in Article 23 of the “Corporate Governance Best Practice Principles” of the Company. The Chairman is authorized to select the appropriate persons to form the Board aiming at the need of corporate development. The expected goals are as follows: a.The short-term goal of independent director seats should account for 1/3 of all director seats, and the long-term goal should be adjusted to 2/5. b.Directors' diversified background expertise (excluding independent directors/part-time managers) should be judged by taking the enterprise business background as 1/4, financial venture capital background as 1/4, special industry research background as 1/4 and ESG/TCFD and other relevant backgrounds as 1/4. c.The long-term goal is to increase the number of female Director from the current one to two or three. d.Directors who concurrently serve as the manager of the Company shall not exceed 1/3 of the Board seats. e.Independent Directors have a term of no more than 3 terms, and each Independent Director cannot concurrently serve as an Independent Director of more than 3 other companies. f.To cultivate successors for Board members and reduce the average age to 55 to 65 years old. The current implementation situation is as follows: a.Diversified background of the Directors (includingIndependent Directors): Except |
None. |
- 46 -
| Items of evaluation | Thepursuit(Note 1) | Thepursuit(Note 1) | Thepursuit(Note 1) | Variation from Corporate Governance Best Practice Principles for TWSE Listed and TPEx Listed Companies, and the reason for the variation |
|---|---|---|---|---|
| Yes | No | Summary Explanation | ||
| for four directors who actually participate in the operation of the company (including subsidiaries), all other Directors (including Independent Directors) are professionals from outside of whom 2 have corporate management background, 2 are specialized in industry research, 1 is a practicing lawyer, 1 is a medical specialty and 1 is a professor of finance and economics. This meets the goal of appointing Directors who have diversified background expertise. The Company expects to appoint more professional talents from different backgrounds during the re-election in 2024. b.One female Director has been appointed. More female candidates will be appointed as Directors in the future, it is expected to achieve this goal during the re-election in 2024. c.Age: The age of the Directors (including Independent Directors) in current term of the Board: 2 are older than the age of 70, 5 are at the age of 60~70, 3 are at the age of 50~60, and 1 is under the age of 50. The average age falls within the range of 55 to 65 years old. d.The list of Board members is shown below: Chairman, Shaw-Shing Wang Director, Hsin-Chih, Yeh (adjunct manager) Director, Wei-Ming, Liarng (adjunct manager) Director, Wen-Sen, Huang (adjunct manager) Director, Chao-Liang, Wang (Corporate management and engineering background) Director, Kuo-Hung, Wang (Corporate management background) Director, Te-Cheng, Chiu (Specialized in venture capital investment, financial background) Director, Wei-Chung, Wang (Specialized in industryresearch) |
- 47 -
| Items of evaluation | Thepursuit(Note 1) | Thepursuit(Note 1) | Thepursuit(Note 1) | Variation from Corporate Governance Best Practice Principles for TWSE Listed and TPEx Listed Companies, and the reason for the variation |
|---|---|---|---|---|
| Yes | No | Summary Explanation | ||
| Independent Director, Hou-Ming, Chen (Professor at NTU, specialized in international business management and finance) Independent Director, Cheng-Yen, Chang (Physician, specialized in medical services, and congruent with the area of business development of the Company) Independent Director (Female), Yu-Fen, Lin (Attorney-at-law, legal professionals) e.At present, the seats of Independent Director account for 3/11 of the total seats, and it will be increased to more than 1/3 when the Board of Directors is reelected in 2024 to meet the Company’s expected target. f.At present, all Independent Directors have a term of no more than 3 terms, each Independent Director cannot concurrently serve as an Independent Director of more than 3 other companies, which can meet the Company's expected goal. |
||||
| (II) The Company has established the Remuneration Committee and Auditing Committee as required by law. Will the Company establish other functional committees on a voluntarybasis? |
| The Company resolved to establish a “Nominating Committee” in the 2nd session of the Board on July 22 2022. For information on the organization code of this team, visit the page of corporate governance at the official website of the Company. |
None. | |
| (III) Has the Company established the regulations governing the evaluation of Board performance and the method of evaluation, and conduct annual evaluation at regular intervals, report the result of evaluation to the Board, and taken as the reference for the remuneration to individual Directors and the nomination for another term of office? |
| The Board of the Company passed the “Regulations Governing the Evaluation of Board Performance” in a session dated April 22 2016 thereby the Corporate Governance Officer will collect information on the activities of the Board at the end of each fiscal year (once annually), and release the “Questionnaire for Self-Assessment of the Performance of the Board (functional committees)” for filling in, or related questionnaires of “Self-Assessment of the member of the Board (self-assessment or |
None. |
- 48 -
| Items of evaluation | Thepursuit(Note 1) | Variation from Corporate Governance Best Practice Principles for TWSE Listed and TPEx Listed Companies, and the reason for the variation |
||
|---|---|---|---|---|
| Yes | No | Summary Explanation | ||
| peer assessment)”, and collect the questionnaires from the respondents for tracking down the result. These reports will be submitted to the Board for review and taking corrective action. The evaluation of Board performance of the Company in 2022 was completed on October 21 2022, and the result was disclosed at the official website of the Company athttps://www. sinbon.com/tw/corporate-governance. The average attainment of all indicators is 4.87 (with a full credit of 5), which indicated sound implementation. In addition, in 2022, the Company appointed Ernst & Young Enterprise Management Consulting Services Co., Ltd. to conduct external performance evaluation of the Board of Directors, and the report was announced on our website: https://www.sinbon.com/en/corporate-gov ernance. |
||||
| (IV) Has the Company assessed the independence of the CPAs at regular intervals? |
|
According to Article 35 of the Corporate Governance Best Practice Principles, the Company shall assess the independence of the CPAs acting in capacity of Independent Auditors at regular intervals (once annually), and assess the non assurance service provided by Ernst & Young and its affiliate to the company and the subsidiaries in reference to AQIs, and report to the Board on the result. The last report was submitted to the Board on March 09 2023. The Company assesses the independence of the CPAs in the aspects of financial interest, financing and guaranty, business relation, family and personal relation, employment relation, gift and preferential treatment, the rotation of duties of the CPAs and non-auditing services, and also obtains the statement of declaration of independence issued by the CPAs. The Company does not sense out anything that may affect the independence of the CPAs. |
None. |
- 49 -
| Items of evaluation | Thepursuit(Note 1) | Variation from Corporate Governance Best Practice Principles for TWSE Listed and TPEx Listed Companies, and the reason for the variation |
||
|---|---|---|---|---|
| Yes | No | Summary Explanation | ||
| IV. Has the Company appointed competent and appropriate number of personnel to perform the function of corporate governance, and a designated Corporate Governance Officer charged with corporate governance and related affairs (including but not limiting to supplying the Directors with information required for their performance of duties, assistance to the Directors in law and compliance, administrative affairs pertinent to the convention of the Board and the Shareholders Meeting, keeping minutes of meeting on record for the convention of the Board and the Shareholders Meeting)? |
| The Board of the Company passed the motion of the appointment of a Corporate Governance Officer in the session dated April 23 2020. Manager Pi-Wei, Cheng was appointed as designated Corporate Governance Officer charged with corporate governance and related matters, including: supplying the Directors (including Independent Directors) with information required for their performance of duties, processing company registration and related changes, handling administrative affairs pertinent to the convention of the Board and the Shareholders Meeting under law, keeping minutes of meeting on record for the convention of the Board and the Shareholders Meeting, preparation of annual reports for the Shareholders Meeting and disclosure of related information. Pursuit in 2022: 1. Assistance to the Independent Directors and Directors in performing their duties, and supply the information required, and arrangement of continuing education for the Directors. 2. Assistance to the Board and Shareholders Meeting in setting the procedures and legal aspects of resolutions. 3. Preparation of the agenda for the session of the Board with 7 days of notice, calling for the convention and supply materials for the meeting, give reminders on motions requiring recusal from the conflict of interest in advance, and finished the minutes of Board meeting on record within 20 days after the meeting. 4. Proceed to registration of the date for the convention of Shareholders Meeting in advance as required by law, preparation of notice of meeting, |
None. |
- 50 -
| Items of evaluation | Thepursuit(Note 1) | Thepursuit(Note 1) | Thepursuit(Note 1) | Variation from Corporate Governance Best Practice Principles for TWSE Listed and TPEx Listed Companies, and the reason for the variation |
|---|---|---|---|---|
| Yes | No | Summary Explanation | ||
| Meeting Procedure Handbook, minutes of meeting on record by designated deadlines, and registration of any amendment to the Articles of Incorporation, or the election of Directors. Continuing education in 2022: Continuing education in 2022 has been accomplished as planned, and the details of which were disclosed at the official website of the Companyand MOPS. |
||||
| V. Has the Company established channels for communications with stakeholders (including but not limiting to shareholders, employees, customers and suppliers), and set up a section for stakeholders at its official website with proper response to stakeholders on issues of corporate social responsibility for their concern? |
|
The Company has set up a page on “Stakeholder Section” at its official website, and established the system of spokesman for handling related matters. The result has been reported to the 4th Board in 2022 and disclosed at the official website of the Company: https://www.sinbon.com/tw/csr/corporate- governance,Interaction and Management of Stakeholders unber CSR. |
None. | |
| VI. Has the Company commissioned a professional investor service agent to handle matters pertinent to the Shareholders Meeting? |
| The Company has commissioned the “Stock Transfer Agency Department of Taishin International Bank” as the paraprofessional service agent. |
None. | |
| VII. Transparencyof information |
None. | |||
| (I) Has the Company established a website for the disclosure of information on the financial position and business of the Company? |
| The Company discloses information on financial position and business at regular intervals as required and from time to time where necessary at MOPS. Official website of the Company:www.sinbon.comWebsite of MOPS:https://mops.twse.com.tw. |
||
| (II) Has the Company adopted other means of information disclosure (such as the installation of website in the English language, appointment of designated person to collect and disclose information for the Company, proper pursuit of the system of spokesman, and the upload the record on |
|
The Company has established the system of spokesman as required, and disclosed material information in Chinese and English at the official website of the Company: www.sinbon.com.In addition, the Company also voluntarily compiles its ESG Report (Chinese and English) and discloses at the Company website for the reference of the investors. |
None. |
- 51 -
| Items of evaluation | Thepursuit(Note 1) | Variation from Corporate Governance Best Practice Principles for TWSE Listed and TPEx Listed Companies, and the reason for the variation |
||
|---|---|---|---|---|
| Yes | No | Summary Explanation | ||
| the entire process of institutional investors conferences to the Company website)? |
||||
| (III) Has the Company disclosed and declared its annual financial reports within 2 months after the end of the fiscal year, and declares its financial reports in Q1, Q2, and Q3, and the monthly business reports before respective deadlines at regular intervals? |
| The Company acted in compliance with the requirements of the competent authority in disclosing and declaring related financial reports and monthly business report by respective deadlines. The Company did not disclose and declare the annual financial report within 2 months after the fiscal year, but has disclosed and declared the financial reports of Q1, Q2, and Q3, as well as the monthly business reports ahead of the deadline. For additional information, visit the website of MOPS: https://mops.twse.com.tw |
None. | |
| VIII. If there any important information that helps to under the pursuit of corporate governance of the Company (including but not limiting to employee rights, employee care, investor relation, supplier relation, stakeholder right, continuing education of the Directors and Independent Directors, risk management policy and risk assessment standard in action, customer policy in action, taking professional liability insurance for the protection of the Directors)? |
| As always, the Company cares about the interest of the customers, suppliers, shareholders and employees thereby manages the Company by systems and through friendly measures. In addition, the Company also treasures safety and health at workplace and has established an Employee Welfare Committee, taken professional liability insurance for the protection of the Directors, established a bonus system for the employees in its Article of Incorporation. The Directors (including Independent Directors) of the Company are required to take at least 6 hours of continuing education on topics of corporate governance annually. Newly elected Directors (including Independent Directors) are required to take at least 12 hours of continuing education on topics of corporate governance. Information on the continuing education of the Directors has been uploaded to MOPS. Risk management policy and risk assessment standard were carried out in accordance with the “Regulations Governing the Acquisition and Disposal of Assets”,“Procedure for Endorsement and |
None. |
- 52 -
| Items of evaluation | Thepursuit(Note 1) | Thepursuit(Note 1) | Thepursuit(Note 1) | Variation from Corporate Governance Best Practice Principles for TWSE Listed and TPEx Listed Companies, and the reason for the variation |
|---|---|---|---|---|
| Yes | No | Summary Explanation | ||
| Guarantee”, “Ethic Code of Conduct”, “Parliamentary Procedure of the Board”, “Procedure for Processing Material Insider Information”. Transaction amounting to NT$300 million or exceeding 20% of the paid-in capital of the Company shall be subject to the approval of the Board. The policy of quality assurance and protection of customer right has been incorporated into ISO procedures. The Company has taken professional liability insurance for the protection of the Directors, which is explicitly stated in the Articles of Incorporation. For additional information, refer to the ESG Report of the Company. |
||||
| IX. Explain the corrective action taken in response to the evaluation result released by Corporate Governance Center of Taiwan Stock Exchange Corporation in the previous period, and special attention and additional effort on issues that needed to be addressed to at top priority: The performance of the Company was rated at the range of 21% ~35% in the 8th Corporate Governance Evaluation. Among the four evaluation dimensions, we have strengthened the “strengthening the structure and operation of the Board of Directors". In 2022, the Company disclosed the specific management objectives and implementation status of the diversification policy for board members, formulated risk management policies and procedures, disclosed the risk management scope, organizational structure and implementation status, and reported to the Board of Directors once annually, external performance evaluation of the Board of Directors and set up Functional Committees other than those prescribed by law. In “enhancing the transparency of information”, whether the Company had declared material information also in English at the same time. In the “pursuit of sustainable development”, whether the Company have established a full-time (part-time) body charged with sustainable development and reported to the Board at regular intervals, and explained the progress in the pursuit and related corrective actions at the official website of the Company. The Company established the Auditing Committee in 2018, at least 2 Independent Directors have been in successive terms of office for less than 9 years, the remuneration committee with more than half of its members being independent directors, whether the Company held at least six board meetings in the evaluated year, disclosed relevant information of the enterprise according to the framework of Task Force on Climate-related Financial Disclosures (TCFD), uploaded the English-language ESG Report, and whether the number of independent directors reached 1/3, corrective action on related indicators will be accomplished in 2023. |
Note 1: Either “YES” or “NO” for the status of operation requires summary explanation in the remark column.
Note 2: http://mops.twse.com.tw/mops/web/t100sb04_1 (Market type: TWST listed. Search 3023, or SINBON)
-
53 -
-
(V) If the Company has established the Remuneration Committee, disclose the organization, function, and operation:
-
The Board of the Company has established the Remuneration Committee and its organization code in accordance with the “Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is listed on the Taiwan Stock Exchange or the Taipei Exchange” The function of the committee is explicitly stated in the organization code. The committee will assess the performance objective of the Directors and Managers and the remuneration policy, system, standard, and structure from a professional and objective perspective, and perform its function in due diligence with recommendation to the Board as reference for decision-making.
1. Profiles of the Members of the Remuneration Committee:
| Identity (Note 1) |
Condition Name |
Professional qualifications and experience (Note 2) |
Status of independence (Note 3) | Number of companies where the members of the Remuneration Committee also hold concurrent position as members of Remuneration Committee |
|---|---|---|---|---|
| Independent Director (Convener) |
Cheng-Yen, Chang |
Currently Chief Consultant and Director-General of the Radiological Medical Committee of Department of Medical Imaging, Tzu Chi Hospital Consultant Physician, Taipei Veterans General Hospital Department of BioMedical Engineering, National Yang Ming Chiao Tung University Professor of clinical trial, National Defense Medical Center School of Medicine Nothing in connection with Article 30 of the Company Act |
1. The person, the person’s spouse, or second-degree relative do not hold position as Director, Supervisor or employee of the Company or its affiliates. 2. The person, the person’s spouse, second-degree relative (or in the name of a third party) do not hold any shares issued by the Company. 3. Not holding position as Director, Supervisor, or employee of companies with special relation to the Company (Subparagraphs 5~8 of Paragraph 1 under Article 6 of the Regulations Governing the Appointment and Exercise of Powers by The Remuneration Committee of a Company Whose Stock is Listed on Taiwan Stock Exchange or Taipei Exchange). 4. Remuneration of no service in commerce, legal affairs, finance, and accounting to the Companyor its affiliates in the last 2years. |
0 |
- 54 -
| Identity (Note 1) |
Condition Name |
Professional qualifications and experience (Note 2) |
Status of independence (Note 3) | Number of companies where the members of the Remuneration Committee also hold concurrent position as members of Remuneration Committee |
|---|---|---|---|---|
| Independent Director |
Hou-Ming, Chen |
Currently Professor, Department of International Business, National Taiwan University Former President, Commercial Development Research Institute Dean, College of Management, National Chung Hsing University Chairman, Department of Business Administration, National Chung Hsing University Nothing in connection with Article 30 of the Company Act |
1. The person, the person’s spouse, or second-degree relative do not hold position as Director, Supervisor or employee of the Company or its affiliates. 2. The person, the person’s spouse, or second-degree relative (or in the name of a third party) do not hold any shares issued by the Company. 3. Not holding position as Director, Supervisor, or employee of companies with special relation to the Company (Subparagraphs 5~8 of Paragraph 1 under Article 6 of the Regulations Governing the Appointment and Exercise of Powers by The Remuneration Committee of a Company Whose Stock is Listed on Taiwan Stock Exchange or Taipei Exchange). 4. Remuneration of no service in commerce, legal affairs, finance, and accounting to the Companyor its affiliates in the last 2years. |
2 |
| Others | Chi-Lin, Wei | Currently Chairman of IBF Financial Holdings Co., Ltd. Former Director, Graduate Institute of International Business, National Taiwan University Secretary-General, Executive Yuan Chairman of Land Bank of Taiwan Director-General, Executive Yuan Research, Development and Evaluation Council Doctor of Economics, University of Paris Nothing in connection with Article 30 of the Company Act |
1. The person, the person’s spouse, or the second-degree relative does not hold position as Director, Supervisor or employee of the Company or its affiliates. 2. The person, the person’s spouse, second-degree relative (or in the name of a third party) do not hold any shares issued by the Company. 3. Not holding position as Director, Supervisor, or employee of companies with special relation to the Company (Subparagraphs 5~8 of Paragraph 1 under Article 6 of the Regulations Governing the Appointment and Exercise of Powers by The Remuneration Committee of a Company Whose Stock is Listed on Taiwan Stock Exchange or Taipei Exchange). 4. Remuneration of no service in commerce, legal affairs, finance, and accounting to the Companyor its affiliates in the last 2years. |
3 |
- 55 -
| Identity (Note 1) |
Condition Name |
Professional qualifications and experience (Note 2) |
Status of independence (Note 3) | Number of companies where the members of the Remuneration Committee also hold concurrent position as members of Remuneration Committee |
|---|---|---|---|---|
| Others | Mu-Hsiao, Liu |
With related work experience in commerce and the business required by the Company. Previously spokesman and special assistant to the CEO of Genetics Generation Advancement Corp., currently Vice President of TeamPlus Technology. Nothing in connection with Article 30 of the Company Act |
1. The person, the person’s spouse, or second-degree relative does not hold position as Director, Supervisor or employee of the Company or its affiliates. 2. The person,the person’s spouse, second-degree relative (or in the name of a third party) do not hold any shares issued by the Company. 3. Not holding position as Director, Supervisor, or employee of companies with special relation to the Company (Subparagraphs 5~8 of Paragraph 1 under Article 6 of the Regulations Governing the Appointment and Exercise of Powers by The Remuneration Committee of a Company Whose Stock is Listed on Taiwan Stock Exchange or Taipei Exchange). 4. Remuneration of no service in commerce, legal affairs, finance, and accounting to the Companyor its affiliates in the last 2years. |
0 |
Note 1: Specify the years of seniority of related work, professional qualifications and experience, and the status of independence of the members of Remuneration Committee. For Independent Directors, refer to P.8, Appendix I, Profiles of Directors and Independent Directors (I) content as stated in the remark column. Put down Director, Independent Director, or others for identity (specify if the person is the convener).
Note 2: Professional qualifications and experience: specify the professional qualifications and experience of individual members of the Remuneration Committee.
Note 3: Status of independence: specify the status of independence of the members of the Remuneration Committee, including but not limiting to holding position as Director, Supervisor or employee of the Company and its affiliates by the person, the person’s spouse, or second-degree relative. Quantity and proportion of Company shares held by the person, the person’s spouse, or second-degree relative (or in the name of a third party), holding position as Director, Supervisor or employee of companies in special relation with the Company (refer to Subparagraphs 5~8 of Paragraph 1 under Article 6 of the Regulations Governing the Appointment and Exercise of Powers by The Remuneration Committee of a Company Whose Stock is Listed on Taiwan Stock Exchange or Taipei Exchange), the amount of remuneration for rendering services in commerce, legal affairs, finance, and accounting to the Company or its affiliates in the last 2 years.
-
56 -
-
Information on the function of the Remuneration Committee:
-
(1) The Remuneration Committee of the Company is consisted of 4 members.
-
(2) Tenure of the members in current term: the current term of office started on
-
July 23 2021 and will end on July 8 2024. The committee convened for 4 times
-
(A2) until March 31 2023. The eligibility of the members and attendance to
-
committee sessions of the members are specified below:
| committee sessions of the members are specified below: | committee sessions of the members are specified below: | committee sessions of the members are specified below: | committee sessions of the members are specified below: | committee sessions of the members are specified below: | committee sessions of the members are specified below: | committee sessions of the members are specified below: | committee sessions of the members are specified below: | committee sessions of the members are specified below: |
|---|---|---|---|---|---|---|---|---|
| Committee members of this term | ||||||||
| Occupational title |
Name | Actual frequency of attendance (B) |
Frequency of attendance by proxy |
Actual attendance rate (%) (B/A2) (Note) |
Remark | |||
| Convener | Cheng-Yen, Chang |
4 | 0 | 100% | Renewed term of office- |
|||
| Member | Chi-Lin, Wei | 4 | 0 | 100% | Renewed term of office- |
|||
| Member | Hou-Ming, Chen |
4 | 0 | 100% | Newly appointed to office on July 23 2021 |
|||
| Member | Mu-Hsiao, Liu | 4 | 0 | 100% | Renewed term of office- |
|||
| Date of the sessions, content of the motions, resolutions and the response of the Company to the opinions of the Remuneration Committee: Date of the session Content of the motions and follow-up action Resolutions Response of the Company to the opinions of the Remuneration Committee 2021.10.22 1. Nomination of the convener of the Remuneration Committee Passed by all members in common consent. Not required to present to the Board 2. Recognition for approval of remuneration to the new managers Present to the Board for approval of all Directors. Not required to present to the Board Present to the Board for approval of all Directors. 2022.03.11 1. Review the proposal of remuneration to the employees and Directors of the Company in 2021 2. Review the remuneration to the new managers of the Company 2022.07.22 1. Recognition for approval of remuneration to the new managers 2023.03.09 1. Review the proposal of remuneration to the employees and Directors of the Company in 2022 |
||||||||
| Date of the session |
Content of the motions and follow-up action | Resolutions | Response of the Company to the opinions of the Remuneration Committee |
|||||
| 2021.10.22 | 1. Nomination of the convener of the Remuneration Committee |
Passed by all members in common consent. |
Not required to present to the Board |
|||||
| 2. Recognition for approval of remuneration to the new managers |
Present to the Board for approval of all Directors. Not required to present to the Board Present to the Board for approval of all Directors. |
|||||||
| 2022.03.11 | 1. Review the proposal of remuneration to the employees and Directors of the Company in 2021 |
|||||||
| 2. Review the remuneration to the new managers of the Company |
||||||||
| 2022.07.22 | 1. Recognition for approval of remuneration to the new managers |
|||||||
| 2023.03.09 | 1. Review the proposal of remuneration to the employees and Directors of the Company in 2022 |
|||||||
- 57 -
Additional information:
-
I. If the Board turned down or revised the recommendation of the Remuneration Committee, specify the date, session of the Board, the content of the motion, the resolution of the Board and the response of the Company to the opinions of the Remuneration Committee (if the resolution on remuneration passed by the Board is senior to the recommendation of the Remuneration Committee, explain the difference and the reason): Not applicable. Subparagraph 44 on disclosure of material information will apply where applicable.
-
II. If there is any adverse opinion or qualified opinion on record or in written declaration on the resolutions of the Remuneration Committee, specify the date, session of the committee meeting, content of the motion, opinions of all members and response to the opinions of the members: not applicable. Subparagraph 44 on disclosure of material information will apply where applicable.
-
Note: (1) If specific member elected to resign within the fiscal year, put down the date of relief from office in the remark column. The actual attendance (as observer) rate (%) will be calculated on the basis the actual frequency of attendance (as observer) to the session of the Remuneration Committee and the frequency of the convention of the Remuneration Committee while the Director is still in office.
-
(2) If an election of Directors has been held to fill the vacancy before the end of the fiscal year, put down the names of the newly elected members and the members of the previous term, and noted as new to office or reelected to office, and the date of the election. The actual attendance (as observer) rate (%) will be calculated basis the actual frequency of attendance (as observer) to the session of the Remuneration Committee and the frequency of the convention of the Remuneration Committee while the member is still in office.
-
Composition and Operations Information of the Nominating Committee
-
(1) Clarify the qualifications and responsibilities of the Company’s Nominating
Committee.
-
a. This committee is composed of at least three directors recommended by the Board of Directors, with a majority of independent directors participating.
-
b. The Committee shall exercise the care of a good administrator to faithfully perform the following duties and present its recommendations to the Board of Directors for discussion:
-
I. Develop standards for the diverse backgrounds and independence of board members, including professional knowledge, skills, experience, and gender, and to identify, review and nominate candidates for directors according to the standard.
-
II. Construct and develop the organizational structure of each committee, conduct performance evaluations of the Board of Directors, Committees, and Directors, and evaluate the independence of independent directors.
-
III. Other matters to be handled by this Committee through resolutions of the Board of Directors.
-
58 -
-
(2) Professional qualification and experience and the Operation of the
Nominating Committee Members:
-
a.The Nominating Committee was established at the second meeting of the Board of Directors of the Company on July 22, 2022.
-
b.The Nominating Committee of the Company is consisted of 3 members.
-
c. The term of Nominating Committee: From July 22, 2022 to July 22, 2024, 1 (A) Nominating Committee meetings were held in the most recent year. The professional qualification, experience, attendance of the members and discussions were as follows:
| Occupational title |
Name | Professional qualification and experience |
Actual frequency of attendance (B) |
Frequency of attendance by proxy |
Actual attendance rate (%) [B/A] (Note) |
Remark |
|---|---|---|---|---|---|---|
| Convener | Hou-Ming, Chen |
Financial and Academic Ability |
1 | None | 100% | None |
| Member | Chao-Liang, Wang |
Business Management and Human Resource Ability |
1 | None | 100% | None |
| Member | Yu-Fen,Lin | Law Profession | 1 | None | 100% | None |
| Additional information: The dates of the meetings, sessions and content of the motions of the Nominating Committee, summary of members of the Nominating Committee’s recommendations or objections,and the Nominating Committee’s resolutions and the response of the Company to the opinions of the Nominating Committee: NominatingCommittee/Date August 03 2022 Hou-Ming, Chen No adverse opinion Chao-Liang, Wang No adverse opinion Yu-Fen, Lin No adverse opinion |
Note: (1) If a member of Nominating Committee resigns within the fiscal year, put down the date of relief from office
in the remark column. The actual attendance rate (%) will be calculated on the basis the frequency of the convention of the Nominating Committee while the member is still in office and actual frequency of attendance.
-
(2) If a member of Nominating Committee was reelected within the fiscal year, put down the names of the newly elected members and the members of the previous term in the remark column, and noted as new to office or reelected to office, and the date of the election. The actual attendance rate (%) will be calculated on the basis the frequency of the convention of the Nominating Committee while the member is still in office and actual frequency of attendance.
-
59 -
-
(VI) The advocacy of sustainable development and variation from the Sustainable Development Best Practice Principles of TWSE Listed and TPEx Listed Companies, and the reason:
| the reason: | ||||
|---|---|---|---|---|
| Advocated items | The pursuit (Note 1) | Variation from the Sustainable Development Best Practice Principles of TWSE Listed and TPEx Listed Companies, and the reason |
||
| Yes | No | Summary Explanation | ||
| I. Has the Company built up a governance framework for the advocacy of sustainable development, and established a full-time (part-time) body for the advocacy of sustainable development led by a senior officer at the authorization of the Board and under the supervision of the Board? |
| 1. Set up an ESG Committee, headed by the Chairman, the Chairman is responsible for setting the annual goals of corporate social responsibility in the economy, environment and society, regularly supervising the implementation status, leading the sustainable development of SINBON, reviewing the implementation progress of the short, medium and long-term goals, and reporting the implementation performance to the Head every 4 month. 2. The ESG Committee conducts annual climate change risk and opportunity identification, develops response strategies and sets goals against financial and strategic significant risk opportunities. 3. The ESG Committee is divided into six sub-committees, headed by the first class supervisors. Each sub-committee is responsible for promoting the implementation of ESG related action plans, KPI performance tracking, and horizontal and vertical communication across Company. 4. In addition to the annual report of the CSO, the Board of Directors also review the Company’s strategies proposed by the management team and examine whether the Companycan achieve thegoals. |
None. | |
| II. Has the Company conducted assessment on the risks inherent to the operation environment, social context, and issues of corporate governance under the principle of materiality, and mapped out the risk management policy or strategy? (Note 2) |
| 1. In order to strengthen corporate governance, ensure the integrity of risk management system, implement the risk management balance mechanism, improve the efficiency of risk management division, and improve the awareness of risk management of all employees, the Companydefines various risks accordingto |
None. |
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| Advocated items | The pursuit (Note 1) | Variation from the Sustainable Development Best Practice Principles of TWSE Listed and TPEx Listed Companies, and the reason |
||
|---|---|---|---|---|
| Yes | No | Summary Explanation | ||
| the overall operating policy, effectively identifies, prevents and controls risks through organizational planning, and continuously adjusts and improves the best risk management practices based on changes in internal and external environments to protect the interests of employees, shareholders, partners and customers, so as to increase the Company’s value and achieve the sustainable operation. 2. The risk management organization framework of the Company consists of the Board of Director, Corporate Decision-Making Team, Audit Office, and respective business management units. The Company emphasized companywide risk control in accordance with the management organizational structure and the internal control cycle of the Company, implement layer by layer prevention measures in daily work, and face all risks to be considered in the process for control of operation positively in the most cost-effective way, and report to the Board annually. 3. Faced with the impact and challenges of the internationalization of the scale of operations and the increasingly complex global economic environment changes, the Company follows the three defensive lines of risk management and defines various risks in accordance with the overall operating policy of the Company, covering economic development/corporate governance, environmental protection, social responsibility and other considerations (including global emerging risks), identifies key risk projects and takes appropriate countermeasures, to reduce the potential impact on the Company’s operations. |
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| Advocated items | The pursuit (Note 1) | The pursuit (Note 1) | The pursuit (Note 1) | Variation from the Sustainable Development Best Practice Principles of TWSE Listed and TPEx Listed Companies, and the reason |
|---|---|---|---|---|
| Yes | No | Summary Explanation | ||
| 4. The Company formulated the "Risk Management Policy and Operating Procedures" in 2021, which was approved by the Audit Committee and implemented after being approved by the Board of Directors. The risk management process covers risk identification, risk assessment, and risk control and mitigation, risk monitoring, risk warning and disclosure for assessing the frequency of risk incidents and the severity of impact on the operation and financial position of the Company, and defining the priority of risk control and risk level and implement appropriate reciprocal actions. 5. The Group President is the Director-General of the Business Continuity Management Team of the Company. Respective departments will be called to map out Business Continuity Plans with reference to different risk scenarios to reduce risk, mitigate the impact on operation, condense the time for recovery, and achieve the goal of business continuity. Action has been taken in line with the “Infectious Diseases BCP” and “Raw Materials Interruption due to Sudden or Unexpected Accidents of Suppliers BCP” and “Geopolitics BCP” for mitigation of the impact, and make perfect related BCP regarding information security andpower interruption. |
||||
| III. Environmental Issues |
||||
| (I) Has the Company established appropriate environmental management system by nature of its industry? |
| 1. The Green SINBON Sub-Committee affiliated of the ESG Committee is responsible for environmental management system and promotion action plan, KPI performance tracking and horizontal and vertical communication across Company, and reporting the implementation performance to the Chairman every 4 months. The ISO 14001 environment |
None. |
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| Advocated items | The pursuit (Note 1) | The pursuit (Note 1) | The pursuit (Note 1) | Variation from the Sustainable Development Best Practice Principles of TWSE Listed and TPEx Listed Companies, and the reason |
|---|---|---|---|---|
| Yes | No | Summary Explanation | ||
| management system has also been adopted. |
||||
| (II) Has the Company made effort in upgrading energy efficiency and using regenerated materials for mitigating the impact on the environment? |
| 1. In responding to customer needs and aligning with the international trend of environmental protection, the company takes RoHS, PFOA and PFOS as the objective in production. There is no sale return due to RoHS issue. 2. The Company is engaged in R&D, procurement, production, operation and service and other operational activities in accordance with the following principles to reduce the impact of the Company’s operations on the natural environment and human beings: (1) Select and adopt environmental friendly materials. (2) Design for life-cycle extension (3) Adopt power saving design and green packaging. (4) The Green Product Management System was introduced to control chemical substances susceptible of causing environmental damage in the supply chain to reduce the risk to the environment and health. 3. 2022 product low-carbon design is detailed in Chapter III of the 2022 ESG Report (expected to be disclosed in June 2023). |
None. | |
| (III) Has the Company assessed the potential risk and opportunity to the enterprise brought about by climate change, and taken appropriate measures? |
| The Board of Directors is the supreme regulator for SINBON Electronics Climate Change, and the Green SINBON Sub-Committee of the ESG Committee is responsible for managing climate change risks and opportunities. In 2022, based on the Task Force on Climate related Financial Disclosures (TCFD) framework, the Company has identified potential physical risks brought about by climate change, transformation risks,opportunities and |
None. |
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| Advocated items | The pursuit (Note 1) | The pursuit (Note 1) | The pursuit (Note 1) | Variation from the Sustainable Development Best Practice Principles of TWSE Listed and TPEx Listed Companies, and the reason |
|---|---|---|---|---|
| Yes | No | Summary Explanation | ||
| response methods, managed the major risks and opportunities, and set corresponding response measures and indicators, the details can be found in Chapter III of the 2022 ESG Report (expected to be disclosed in June 2023). |
||||
| (IV) Has the Company kept statistical data on the greenhouse gas emission volume, water consumption capacity and weight of solid wastes, and made policies of greenhouse gas reduction, efficient use of water or the management of solid wastes? |
| 1. Greenhouse gas: According to the ISO 14064-1:2018 standard, the Company has taken inventory of the greenhouse gas emissions in 2021 and 2022, taken inventory of the inventory base group with 100% shareholding sites at home and abroad, and set a 40% reduction in greenhouse gas emissions by 2030 in 2022 (Scope 1 and 2, with 2021 as the base year). The setting of carbon reduction path will promote through three aspects: energy management, efficient vehicles and process optimization (energy saving and digital). 2. Waste: The waste reduction target is 80% of the general waste recovery rate and 30% of the hazardous industrial waste recovery rate. The total amount and disposal methods of waste in 2019-2021 are detailed in the 2021 ESG Report (https://www.sinbon.com/tw/files/downloa d/938434b1f48edd7). Actual waste production in 2022 is detailed in Chapter III of the 2022 ESG Report (expected to be disclosed in June 2023). 3. Water consumption: The water consumption in 2021 is detailed on page 73 of the 2021 ESG Report (https://www.sinbon.com/tw/files/downloa d/938434b1f48edd7). Water consumption in 2022 is detailed in Chapter III of the 2022 ESG Report (expected to be disclosed in June 2023). |
None. | |
| IV. Social Issues |
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| Advocated items | The pursuit (Note 1) | The pursuit (Note 1) | The pursuit (Note 1) | Variation from the Sustainable Development Best Practice Principles of TWSE Listed and TPEx Listed Companies, and the reason |
|---|---|---|---|---|
| Yes | No | Summary Explanation | ||
| (I) Has the Company established related policies and procedures in accordance with applicable legal rules and the International Conventions on Human Right? |
|
1. SINBON elects to observe the “Universal Declaration of Human Rights”, “UN Global Compact”, “International Labour Convention” and other covenants on human rights and established its human right policy in accordance with the aforementioned guiding principles. In 2022, human rights due diligence was introduced for the first time to identify major/priority human rights risk issues, the countermeasures is expected to be set in 2023 and managed through relevant sub committees of the ESG Commission, details in Chapter IV of the 2022 ESG Report (expected to be disclosed in June 2023). 2. SINBON has passed the International Standard Certification of SA8000 Social Responsibility and ISO 45001 Occupational Safety and Health Management Certification. In 2021, it actively adheres to and became a member of the UN\ Global Compact, regularly disclosing it’s practice of SDGs' various goals. Please refer to https://www.unglobalcompact.org/what-is- gc/participants/5637-Jiangyin-SINBON-Elect ronics-Co-Ltd- |
None. | |
| (II) Has the Company established and pursued reasonable employee benefit policies (including remunerations, leave and other benefits), and reflected operation performance or result appropriated in the remuneration to employees? |
| Employees receive fixed salaries. The Company also releases performance bonus to the employees. A reasonable linkage between business performance and employee salaries and rewards is established there. The Company has established and disclosed the “Remuneration Committee Organization Code”. Additional information on the operation of the Remuneration Committee is available at the official website of SINBON/Investor Relation/Corporate Governance (https://www.sinbon.com/files/download/45c4 e753d797b0c, https://www.sinbon.com/files/download/ff4e23 dc3b62d18). |
None. |
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| Advocated items | The pursuit (Note 1) | The pursuit (Note 1) | The pursuit (Note 1) | Variation from the Sustainable Development Best Practice Principles of TWSE Listed and TPEx Listed Companies, and the reason |
|---|---|---|---|---|
| Yes | No | Summary Explanation | ||
| (III) Has the Company provided a safe and healthy environment for the employees at workplace, and provided education on safety and health at regular intervals? |
| The Company has been accredited with the ISO45001 occupational health and safety management system for the proper pursuit of safety management and assurance of the safety of the employees and products at the plant site. The Company arranges safety inspection and maintenance of equipment and exercise drills for responding to the occurrence of disaster at regular intervals. In addition, the Company also provides health examination for all employees and holds lectures and seminars on safety/health/environmentalprotection. |
None. | |
| (IV) Has the Company established effective career development planning and training program for the employees? |
| For tuning towards the goal of corporate development of the Group and satisfying the needs of employees in the kind of occupational skills for performing their assigned duties, the Company provides a wide array of channels for learning such as: internal training, external training, and annual subsidy for learning. In 2020, the Company founded the SINBON Institute offering training in 7 disciplines of management, sale, customer service, merchandising, industrial research, manufacturing, and common knowledge to satisfy the needs of employees in different functions for nurturing the comprehensive occupational skills required for their assigned duties. |
None. | |
| (V) Regarding customer health and safety, customer privacy, marketing and labeling of product and services, has the Company complied with applicable legal rules and international standards, and established the policies for the protection of consumer or customer rights and procedure for complaints? |
| 1. The marketing and labeling of products of the Company are in compliance with applicable legal rules. In addition, any form of cheating, misleading, fraud or any act that spoils the trust of the consumers and causes damage to the right of consumers are prohibited. The materials procurement follows international standards or specifications such as the Responsible Business Alliance Guidelines (RBA), SA 8000, ISO 14001, RoHS, and Hazardous Substance Free (HSF). 2. The Companyhas aQualityManagement |
None. |
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| Advocated items | The pursuit (Note 1) | The pursuit (Note 1) | The pursuit (Note 1) | Variation from the Sustainable Development Best Practice Principles of TWSE Listed and TPEx Listed Companies, and the reason |
|---|---|---|---|---|
| Yes | No | Summary Explanation | ||
| Department, and has formulated the sample production process, customer complaint management process and product return and replacement mechanism. In case of continuous or major defects, corrective measures and preventive measures will be taken. 3. The scope of customer complaint acceptance ranges from pre-sales design and quality assurance information to after-sales product change requirements. There were no major violations of Health and Safety Regulations or complaints from customers regarding products and services in 2022. |
||||
| (VI) Has the Company established policies for the management of suppliers and required suppliers to comply with applicable rules and regulations governing environmental protection, occupational safety and health, or human rights of the labor, and the pursuit of these policies? |
| 1. The Company had developed a supplier Code of Conduct based on the Responsible Business Alliance (RBA), referring to international norms such as the United Nations Guiding Principles on Business and Human Rights, the Declaration on Fundamental Principles and Rights at Work of the International Labour Organization and the Universal Declaration of Human Rights (https://www.sinbon.com/files/Supplier-Co de-of-Conduct-ch.pdf). Before proceeding to business transaction with the suppliers, the Company requires the suppliers to sign a Social Responsibility Letter, and requires the key suppliers to fill out RBA Self-Assessment Sheet; It will be followed by the on-site audit of the Company for assuring the suppliers have properly performed their part of social responsibility. 2. SINBON supports the Responsible Business Alliance (RBA) and the Responsible Minerals Initiative(RMI)with its actual actions. It does not use minerals from illegal mining or areas of armed conflict, and requires suppliers to work together toperfect responsibility |
None. |
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| Advocated items | The pursuit (Note 1) | The pursuit (Note 1) | The pursuit (Note 1) | Variation from the Sustainable Development Best Practice Principles of TWSE Listed and TPEx Listed Companies, and the reason |
|---|---|---|---|---|
| Yes | No | Summary Explanation | ||
| supply chains. In 2022, the Conflict Minerals use condition from key suppliers would be investigated with the Conflict Minerals Reporting Template(CMRT) provided by the Responsible Minerals Initiative (RMI). For details, see Chapter II of the 2022 ESG Report (expected to be released in June 2023) |
||||
| V. Has the Company consulted the internationally adopted standard or guide in compiling its ESG Report for disclosure of non-financial information on the Company? Has the aforementioned reports been accredited or guaranteed by a third party accreditation institution? |
| 1. Drafting rules for Report: The ESG Report is prepared according to GRI, SASB and UN Global Compact guidelines, and is published voluntarily on the official website. 2. A third party accreditation institution has been delegated by the Company for the accreditation of the ESG Report from 2021 onward according to the ISAE 3000. 3. On March 9, 2023, “ESG Report Preparation and Verification Operating Procedures” was approved in the first Board Meeting of the Company to strengthen the Company’s compliance in the preparation, verification, announcement and application of ESG Report. |
None. |
|
| VI. If the Company has established the Sustainable Development Best Practice Principles in accordance with the “Sustainable Development Best Practice Principles for TWSE Listed and TPEx Listed Companies”, specify the variation between the practice and the principles: Formulated the Code of Practice for Sustainable Development for SINBON Electronics Co., Ltd. (https://www.sinbon.com/tw/files/download/5d1e8e2dd1411bf), except for Article 27-1:“TWSE Listed and TPEx Listed Companies should continuously inject resources into cultural and artistic activities or cultural and creative industries through donations, sponsorship, investment, procurement, strategic cooperation, corporate voluntary technical services or other support modes topromote cultural development”,there was no difference in other terms. |
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| Advocated items | The pursuit (Note 1) | The pursuit (Note 1) | The pursuit (Note 1) | Variation from the Sustainable Development Best Practice Principles of TWSE Listed and TPEx Listed Companies, and the reason |
|---|---|---|---|---|
| Yes | No | Summary Explanation | ||
| VII. Any other vital information that helps to under the pursuit of sustainability better: 1. ESG Committee (Governance)/Board of Directors (Monitoring) Reports: (1) The Board of Directors is the supreme regulator for SINBON Electronics sustainability strategy, at present, it reports the various projects matters to the ESG Committee at regular meetings. (2) The ESG Committee is the supreme unit for implementing the sustainability strategy of SINBON Electronics, headed by the Chairman, which is responsible for setting the annual goals of corporate social responsibility in the economy, environment and society, regularly supervising the implementation status, leading the sustainable development of SINBON, reviewing the implementation progress of the short, medium and long-term goals, and reporting the implementation performance to the Head every 4 months. 2. Identify financial impacts of climate risks and opportunities, develop countermeasures and management objectives In 2022, the ESG Committee developed a climate change risk and opportunity assessment tool according to Task Force on Climate related Financial Disclosures (TCFD), and risk and opportunity analysis are conducted by relevant responsible units according to the policies and regulations, market and technological changes, goodwill and substantive risks, to formulate adaptation and mitigation strategies. Through the participation of senior executives and the combination of the Company’s green process technology development blueprint, specific carbon reduction benefits and financial contributions are developed. 3. Low-carbon product design: In 2022, the product carbon footprint calculation was carried out to find the hot spots of carbon emission based on the results of inventory, which will be the cornerstone of the promotion of future low-carbon product design, meanwhile, courses such as product carbon footprint were held to cultivate internal low-carbon talents. 4. Introduce digital carbon management platform: the carbon management platform was introduced in 2022, and relevant data was collected regularly through the digital system. Through visualization, carbon data management can be used and analyzed more effectivelyto drive the digital transformation of the Group. |
-
Note 1: If “YES” is chosen for implementation, specify the important policies, strategies, measures and pursuit in concrete term. If “NO” is chosen, explain in the column of “Variation from the Sustainable Development Best Practice Principles for TWSE Listed and TPEx Listed Companies and the reasons” the variation and the reason, and specify related policies, strategies and measures planned for the future. However, in promoting Project 1 and 2, the TWSE or TPEx Listed Companies should clarify the governance and supervisory framework for sustainable development, including but not limited to management policies, strategy, target setting, review measures, etc. And the Company should clarify the risk management policies or strategies and risk evaluation for environmental, social and corporate governance issues related to Company operations.
-
Note 2: Principle of materiality refers to issues related to the environment, society, and corporate governance that will cause significant influence on the investors and other stakeholders.
-
Note 3: For information on the means of disclosure, refer to the sample version of the best practice principles posted at the website of the Corporate Governance Center of Taiwan Stock Exchange Corporation.
-
69 -
(VII) Climate Related Information of TWSE or TPEx Listed Companies
Distribution of Climate Related Information
| Item | Distribution |
|---|---|
| I. Clarify supervision and governance of the Board of Directors and management on climate-related risks and opportunities. |
1. Climate related issues regulated by the Board of Directors: (1) The Board of Directors is the supreme regulator for climate change at SINBON Electronics, at present, it reports the management situation and operational performance related to climate change at regular meetings. (2) The Board of Directors supervises the climate change management operations of SINBON Electronics, including climate strategy, annual goals, action plans, annual budgets and related major financial expenditures, tracking the achievement of goals and management operational performance. (3) The Board of Directors reviews the achievement of climate related goals and management performance. (4) The Board of Directors provides guidance on the current status and direction of climate change management to the ESG Committee 2. Climate related issues assessed and managed by management team: (1) The ESG Committee is the supreme executive for climate change, the Committee is headed by the Chairman, the Chairman is responsible for setting the annual goals of corporate social responsibility in the economy, environment and society, regularly supervising the implementation status, leading the sustainable development of SINBON, reviewing the implementation progress of the short, medium and long-term goals, and reporting the implementation performance to the Head every 4 months. (2) The environmental sustainability sub-committee of ESG Committee conducts annual climate change risk and opportunity identification, develops response strategies and sets goals against financial and strategic significant risk opportunities, and responsible for driving the implementation of action plans and tracking KPI performance. It reports to the ESG Committee Head (Chairman)every4 months. |
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| Item | Distribution |
|---|---|
| II. Clarify how the identified climate risks and opportunities affect the Company’s business, strategy, and finances (short-term, medium-term, and long-term). |
1. Add the severity of extreme weather events: short-term (1-2 years) financial impact (revenue decrease). Countermeasures: (1) Introduce ISO22301 for continuous operation management into the manufacturing plant (2) Establish a continuous operation management plan for climate entity risk scenarios (3) Import risk management system operation (4) Promotion of Factory Damage Prevention and Blockage Project (5) Comprehensive assessment of factors and days causing operation interruption, and comprehensively evaluate and layout the insurance arrangements of operation interruption from the perspective of the Group 2. Strengthen emission reporting obligations: short-term (1-2 years) financial impact (cost increase). Countermeasures: (1) Promote ISO14064-1 greenhouse gas inventory of operating sites with control rights (2) Entrust a professional third party to verify ISO14064-1 greenhouse gas emissions (3) Assign relevant departments to be responsible for identifying local regulations, conducting inventory checks, and reporting operations in the place of operation and product sales (4) Establish an internal greenhouse gas inventory system 3. Develop or expand low-carbon products and services: long-term (5-10 years) financial impact (revenue increase). Countermeasures: (1) Continuously track the energy-saving and low-carbon development trend of the connector industry (2) Increase R&D investment year by year (3) Research and development of low-carbon, high-efficiency, and carbon reduction applications related patents for connector products 4. Use more efficient production and distribution processes: short-term (1-2 years) financial impact (cost decrease). Countermeasures: (1) Introduce ISO50001 Energy Management System into the manufacturing base (2) Set up digital electricity meter and energy management platform in the manufacturing base (3) Perform energy audits to analyze the distribution of operational electricity consumption (4) Identify power consumption concentration points and process energy-saving opportunities (5) Promote internal energy-saving proposal reward mechanism |
| III. Clarify the financial impact of extreme climate events and transformation actions. |
Same as above. |
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| Item | Distribution |
|---|---|
| IV. Clarify how climate risk identification, assessment and management processes are integrated into the overall risk management system. |
1. In 2021, SINBON adopted the “Risk Management Policies and Operating Procedures" as the supreme guiding principle for risk management. 2. The Board of Directors is the supreme decision-making unit for risk management, and the Corporate Decision-Making Team is the supreme unit for risk management. The Audit Office conducts risk management (i.e. internal audit). The top-down enterprise risk management approach is adopted to strengthen the risk management link between senior management and other departments, and ensure the reasonable management of Group risks. 3. The scope of risk management includes economic development, corporate governance, environmental protection, employee society, etc., various climate risk scenarios have been included in the management and control. |
| V. If scenario analysis is applied to assess resilience to climate change risks, the scenarios, parameters, assumptions, analysis factors, and main financial impacts used should be explained. |
Climate risk analysis is conducted in different scenarios, including considering physical scenarios such as National Determined Contributions (NDS), Science Based Target, and SSP1, SSP2, SSP5-8.5 of IPCC Sixth Assessment Report (AR6). |
| VI. If there is a transformation plan for managing climate-related risks, the plan content and the indicators and objectives used to identify and manage physical and transformation risks shall be explained. |
1. Following the spirit of Science-Based Targets (SBT), with 2021 as the benchmark year, a target of an absolute reduction of 40% (including categories 1 and 2) by 2030 is set. Comprehensively examine the carbon reduction space in categories 1 (direct emissions) and 2 (indirect energy emissions), by rationalizing travel management, replacing vehicles with electric/high-efficiency fuel vehicles, replacing high-efficiency air conditioning equipment, introducing energy management mechanisms, promoting energy-saving measures and using renewable energy, carbon reduction can be achieved. 2. Other relevant indicators: in addition to the main indicators of greenhouse gas emissions, other indicators such as energy consumption, electricity consumption, energy intensity, water intake, wastewater emissions, waste generation, etc. 3. SINBON Electronics introduces the ISO 50001 Energy Management System to set goals and performance indicators for various levels and departments to promote Energy-saving and Carbon Reduction Projects in various factory areas. In order to enhance the active participation of colleagues and achieve the goals, it is planned to conduct performance evaluations of Energy-saving and Carbon Reduction Projects in the future, and directly link the implementation results to theperformance of operation units. |
| VII. If internal carbon pricing is used as a planning tool, the basis for pricingshould be explained. |
In the evaluation, it has not been imported yet. |
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| Item | Distribution |
|---|---|
| VIII. If climate-related goals are set, information should be provided on the activities covered, the scope of greenhouse gas emissions, the planning period and the annual progress achieved; If carbon credits or RECs are applied to achieve relevant goals, the limit source and quantity of carbon credits or the quantity of RECs should be stated. |
1. Following the spirit ofScience-Based Targets (SBT), with 2021 as the benchmark year, a target of an absolute reduction of 40% (including categories 1 and 2) by 2030 is set. 2. Comprehensively examine the carbon reduction space in categories 1 (direct emissions) and 2 (indirect energy emissions), by rationalizing travel management, replacing vehicles with electric/high-efficiency fuel vehicles, replacing high-efficiency air conditioning equipment, introducing energy management mechanisms, promoting energy-saving measures and using renewable energy, carbon reduction can be achieved. |
| IX. Greenhouse gas inventory and confirmation (fill in 1-1 separately). |
Since 2010, SINBON has been conducting greenhouse gas inventory voluntarily. Starting from 2021, it has been conducting inventory of wholly-owned sites in accordance with ISO 14064-1:2018 and it is verified by a third-party. In conjunction with the greenhouse gas inventory process, the data for Scope 1 and Scope 2 of greenhouse gas emissions in 2022 are summarized in the table below. After third-party verification, the data will be disclosed in the 2022 ESG Report (will be released in June 2023). |
1-1 Greenhouse gas inventory and assurance status
| Basic information of the Company □ Companies with a capital of over NT$10 billion (steel and cement industries) □ Companies with a capital of over NT$5 billion but less than NT$10 billion ■ Companies with a capital less than NT$5 billion |
The following contents shall be disclosed at least in accordance with the sustainable development roadmap of TWSE or TPEx Listed Companies □ Inventory of parent company □ Inventory of consolidated financial reporting subsidiaries □ Parent company acquire assurance □ Consolidated financial reporting subsidiaries acquire assurance |
|---|---|
- Since 2010, SINBON has been conducting greenhouse gas inventory voluntarily. Starting from 2021, it has been conducting inventory of wholly-owned sites in accordance with ISO14064-1:2018 and it verified by a third-party. In conjunction with the greenhouse gas inventory process, the data for greenhouse gas emissions of Miaoli Factory in 2022 are summarized in the table below. After third-party verification, the data of wholly-owned sites will be disclosed in the 2022 Suntainability Report (expected to be disclosed in June 2023).
| Scope 1 | Total Emissions (mt. CO2e) |
Intensity (mt. CO2e/NT$million)(Note2) |
Confirmation Institution |
Assurance Status Description(Note 3) |
|---|---|---|---|---|
| Parent Company | 245 | / | / | / |
| Scope 2 | Total Emissions (mt. CO2e) |
Intensity (mt. CO2e/NT$million)(Note2) |
Confirmation Institution |
Assurance Status Description(Note 3) |
| Parent Company | 2,855 | / | / | / |
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(VIII) Practice of ethical corporate government and the variation with the Ethical Corporate Governance Best Practice Principles for TWSE Listed and TPEx Listed Companies, and the reason:
Implementation of ethical corporate management
| Items of evaluation | Thepursuit(Note 1) | Variation from the Ethical Corporate Management Best Practice Principles for TWSE Listed and TPEx Listed Companies |
||
|---|---|---|---|---|
| Yes | No | Summary Explanation | ||
| I. Establishment of the ethical corporate management policy and action plans (I) Has the Company made policies of ethical corporate management passed by the Board, and explicitly stated the ethical corporate management policy and related action plans, and the commitment of the Board and the senior management in the proper pursuit of the ethical corporate management policy? (II) Has the Company developed the mechanisms for the assessment of the risk of unethical practices, and conducted analysis and assessed the kind of business activities vulnerable to the risk of unethical practices within the scope of operation at regular intervals, and mapped out the solution for preventing such practices covering at least the preventive measures as stated in Paragraph 2 under Article 7 of the “Ethical Corporate Management Best Practice Principles for TWSE Listed and TPEx Listed Companies”? (III) Has the Company mapped out the solution for preventing unethical practices, and specified the operation procedures, code of conduct, penalty on violation and the system for complaints in the solutions, and properly implemented the plans with routine review and revision of the aforementioned solutions? |
|
The Company has established the “Ethical Corporate Management Best Practice Principles” and the “Ethical Corporate Management Operation Procedure and Code of Conduct”, and has properly pursued these policies and announced at the official website of the Company. Internal audits were included in the Annual Audit Plan. Audits will be conducted as scheduled or at any time where necessary. The Principles and Operation Procedure and Code of Conduct have been incorporated into the annual training program with announcement at the official website of the Company. |
None. None. None. |
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| Items of evaluation | Thepursuit(Note 1) | Variation from the Ethical Corporate Management Best Practice Principles for TWSE Listed and TPEx Listed Companies |
||
|---|---|---|---|---|
| Yes | No | Summary Explanation | ||
| II. Practice of ethical corporate management (I) Has the Company assessed the record of integrity on the counterparties of trade, and explicitly stated the integrity clause in the contracts binding the counterparties and the Company? (II) Has the Company established a designated body charged with the advocacy of business integrity under ethical corporate management on a full-time (part-time) basis under the direct supervision of the Board, and report to the Board of the ethical corporate management policy and the plans for prevention of unethical practices with monitoring on the enforcement of the plans at regular intervals (at least once a year)? (III) Has the Company established the policies for the avoidance of the conflict of interest and appropriate channels for expression, and properly pursued these policies? (IV) For the proper pursuit of ethical corporate management, has the Company established an effective accounting system and internal control system, with related audit plans designed by the internal audit function on the basis of the findings of the assessment on the risk of unethical practices basing on which audit on prevention of unethical practice will be conducted, or CPAs will be delegated for conducting the audit? |
|
It is explicitly stated in the standardized contracts of the Company. The designated body of the Company for this purpose is the “Legal Affairs Division”.This body reports to the Board at least once a year or where necessary (the last report was presented in the 4th session of the Board in 2022). In addition, the internal audit function also report to the Board at regular intervals or as needed. The Company has established the channel and mail box for hearing complaints. The Company has also established the “Stakeholders Section” and contact at its official website. Arranged as a part of the Annual Audit Plan in accordance with the “Ethical Corporate Management Best Practice Principles” and “Ethical Corporate Management Operation Procedure and Code of Conduct” established by the Company. |
None. None. None. None. |
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| Items of evaluation | Thepursuit(Note 1) | Thepursuit(Note 1) | Thepursuit(Note 1) | Variation from the Ethical Corporate Management Best Practice Principles for TWSE Listed and TPEx Listed Companies |
|---|---|---|---|---|
| Yes | No | Summary Explanation | ||
| (V) Has the Company organized internal and external training on ethical corporate management at regular intervals? |
| The Board of the Company arranges the reference filing of the report on Ethical Corporate Management Best Practice Principles and as a part of training in the orientation of the new employees every year. |
None. | |
| III. The functioning of the informing and complaint system of the Company (I) Has the Company established the informing and complaint system and channels for facilitating informing and complaint, and appointed designated personnel to appropriately handle the personnel accused of unethical practice? (II) Has the Company established the standard operation procedure for processing reports and complaints, the actions to be taken after the investigation, and the mechanisms of confidentiality? (III) Has the Company taken appropriate measures for the protection of the informants from undue treatment due to reporting on illegal or unethical practice? |
|
1. The Company has established the “Stakeholder Section” at its official website handled by designated personnel. 2. The Company has established the “Regulations Governing the Responses to the informing of Illegal and Unethical Practices” and announced at its official website. 3. The measures taken by the Company for the protection of the informants include no disclosure of the source of the information, conduct investigation by a third party, and enter into agreement on confidentiality with the parties concerned. |
None. None. None. |
|
| IV. Additional disclosure of information Has the Company disclosed the content of its Ethical Corporate Management Best Practice Principles and the result of implementation at its official website and MOPS? |
| 1. The website installed by the Company is:www.sinbon.com 2. The official website of MOPS (Market Observation Post Service): Note 2. 3. No record on violation of ethical corporate management by the Company. |
None. | |
| V. If the Company has established its Ethical Corporate Management Best Practice Principles in accordance with the “Ethical Corporate Management Best Practice Principles for TWSE Listed and TPEx Listed Companies”, specify the practice and variation from the Principles: No variation. |
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| Items of evaluation | Thepursuit(Note 1) | Thepursuit(Note 1) | Thepursuit(Note 1) | Variation from the Ethical Corporate Management Best Practice Principles for TWSE Listed and TPEx Listed Companies |
|---|---|---|---|---|
| Yes | No | Summary Explanation | ||
| VI. Any other vital information that help to understand the practice of ethical corporate management better: (e.g.: review and revise the Ethical Corporate Management Best Practice Principles): The Board of the Company arranges the reference filing of the report on Ethical Corporate Management Best Practice Principles and included as a part of the training for the orientation of the new employees. The internal audit function also arranges related issues as special audit items. |
Note 1: Either “YES” or “NO” for the status of operation requires summary explanation in the remark column.
Note 2: http://mops.twse.com.tw/mops/web/t100sb04_1 (Market type: TWST listed. Search 3023, or SINBON)
-
(IX) For Inquiry of Corporate Governance Best Practice Principles and related rules and -
-
regulations: https://www.sinbon.com/tw/corporate governance
-
(X) Any other vital information that helps to understand the pursuit of corporate governance by the Company better: visit the official website of the Company at www.sinbon.com.
-
77 -
-
(XI) Implementation of internal control for disclosure:
-
Declaration of internal control:
Statement of Declaration of Internal Control
Date: March 9 2023
SINBON Electronics Co., Ltd. has conducted internal audit in accordance with its Internal Control Regulation covering the period from January 1 to December 31, 2022, and hereby declares as follows:
-
I. The company acknowledges and understands that, the establishment, enforcement and preservation of internal control system is the responsibility of the Board and the managers, and that the company has already established such system. The purpose of it is to reasonably ensure the effect and efficiency of operation (including profitability, performance and security of assets), the reliability, timeliness and transparancy of reporting and the compliance with relevant legal rules.
-
II. There is limitation inherent to internal control system, no matter how perfect the design. As such, effective internal control system may only reasonably ensure the achievement of the aforementioned goals. Further, the operation environment and situation may vary, and hence the effectiveness of the internal controls system. The internal control system of the company features the self-monitoring mechanism. Once identified, any shortcoming will be corrected immediately.
-
III. The company judges the effectiveness of the internal control system in design and enforcement in accordance with the “Regulations Governing Establishment of Internal Control Systems by Public Companies” (hereinafter referred to as “the Regulations”). The Regulations are instituted for judging the effectiveness of the design and enforcement of internal control system. There are five components of effective internal control as specified in the Regulations with which the procedure for effective internal control are composed by five elements, namely, 1.control environment, 2. Risk Evaluation, 3. Control Operation, 4. Information and Communication, and 5. Monitoring. Each of the elements in turn contains certain audit items, and shall be referred to the Regulations for detail.
-
IV. The company has adopted the aforementioned internal control system for internal audit on the effectiveness of the design and enforcement of the internal control system.
-
V. Basing on the aforementioned audit findings, the company holds that has reasonably preserved the achievement of the aforementioned goals of internal control (including the monitoring over the subsidiaries) in the period
-
78 -
of January 1 to December 31, 2022, including the effectiveness and efficiency in operation, reliability, timeliness and transparancy in reporting and compliance with relevant legal rules, and that the design and enforcement of internal control are effective.
-
VI. This statement of declaration shall form an integral part of the annual report and prospectus on the company and will be announced. If there is any fraud, concealment and unlawful practice discovered in the content of the aforementioned information, the company shall be liable to legal consequences under Article 20, Article 32, Article 171 and Article 174 of the Securities and Exchanges Act.
-
VII. This statement of declaration has been approved by the Board on March 9 2023.
SINBON Electronics Co., Ltd.
Chairman : Shaw-Shing Wang President : Wei-Ming Liarng
2. If a CPA is appointed to conduct a special audit on the internal control system, disclose the Auditor’s Report: None.
-
(XII) The Company and insiders were punished under law, or punished due to the violation of internal control system by insiders in the previous period to the date this report was printed, the major defect and the status of rectification: None.
-
(XIII) Major resolutions of the Shareholders’ Meeting and the Board in the previous period to the date this report was printed:
-
2021.10.22 Board of Report: Report on stakeholder communication, report on the Director implementation of integrity management by the Headquarters Office, propaganda and guidance on the management procedures for internal major information processing and insider trading prevention, report on the development of a smart property management plan and report of the Corporate Social Responsibility Committee.
Proposal for Discussion: Review of the 2022 Annual Audit Plan, establishment of the “Internal Control Self-Assessment Procedure”, establishment of the “Risk Management Policy and Procedure”, amendment to the “Procedure for Processing of Material Insider Information and the Prevention of Insider Trade” in part, amendment to the “Regulations Governing the Response to Informing and Complaints of Illegal and Unethical Practices” in part, establishment of the “Information Security Policy and Management Operation Regulations”.
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2022.03.11 Board of Report: Report on the 2021 Self-evaluation Results of the Performance Director Evaluation of the Board of Directors, Director's Liability Insurance Report and Ernst&Young CPAs' Independence Statement. Proposal for Discussion: Proposal for remuneration to employees and Directors in 2021, Proposal for the distribution of earnings in 2021, Statement of Declaration of Internal Control in 2021, 2022 Business Plan, Result of the Assessment of the Independence of the CPAs in the capacity of Independent Auditors of the Company, Amendment to the “Procedure for the Acquisition or Disposal of Assets” in part, Amendment to the “Corporate Governance Best Practice Principles” in part, Amendment to the “Sustainable Development Best Practice Principles” in part, Amendment to the “Procedure for the Board” in part, Amendment to the “Rules of Procedure for Shareholders’ Meeting” in part, Amendment to the “Articles of Incorporation” in part, Raising capital amounting to US$520,200 for wholly-owned subsidiary SINBON USA LLC, Capital investment in TOP TAIWAN XIV VENTURE CAPITAL CO., LTD., Establishment of the “ESG Committee”, Schedule for the regular session of the Shareholders’ Meeting in 2022 and related matters.
2022.04.22 Board of Proposal for Discussion: Consolidated Financial Statements for the Q1 Director 2022, proposal for determine the benchmark date for the issuance of new shares for the 7th issue of non-guaranteed domestic convertible bonds of the Company, review of shareholder meeting proposals, the plan for greenhouse gas inventory and verification work schedule, endorsement and guarantee for SINBON Hungary Kft, a wholly-owned subsidiary of the Company, cash capital increase of SINBON USA LLC, a wholly-owned subsidiary of the Company US$299,994.46, cash capital increase of SINBON USA LLC, a wholly-owned subsidiary of the Company with a maximum limit of US$1.5 million.
Notes: In view of the plan for greenhouse gas inventory and verification work schedule, the Board of Directors reminds the management team to regularly review the progress and urges them to make adjustments when necessary.
2022.05.30 Shareholders’ Recognition of the 2022 Business Report and Financial Statements of 2021. Meeting Status: the minute of meeting on record has been uploaded to MOPS on May 30 2022. Recognition of the proposal for distribution of earnings in 2021. Status: base day for dividend on August 27 2022, payment made on September 16 2022. Passed the amendment to “Rules of Procedure for Shareholders’ Meeting” in part. Status: announced and uploaded to MOPS on May 30 2022. Passed the amendment to “Procedure for the Acquisition or Disposal of Assets” in part. Status: uploaded to MOPS on May 30 2022. Passed the amendment to “Articles of Incorporation” in part.
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Status: uploaded to MOPS on May 30 2022.
| 2022.07.22 Board of Director 2022.10.21 Board of Director |
Proposal for Discussion: Proposal of changing CPA of Ernst & Young. The consolidated financial statements of Q2 2022. Determination of the benchmark date for the issuance of new shares for the 7th issue of non-guaranteed domestic convertible bonds. Recognition for approval of remuneration to the new managers. Setting of the Company's 2022 ex-dividend benchmark date. Election of the Vice Chairman of the Company. Retirement of the Vice President of the Company’s Headquarters office. Proposal of formulating the Company’s “Articles of Association of Nominating Committee”. Appointment of members of the Nominating Committee. Update of the Company’s endorsement and guarantee in favor of SINBON USA LLC (hereinafter, “SINBON USA”), a wholly-owned subsidiary of the Company. The capitalization of retained earnings into new shares of Tong Cheng SINBON Electronics Co., Ltd., a wholly-owned subsidiary of the Company amounting to USD 3 million. The Company sets a limit of US$3 million of raising capital for the 100% investee company, SINBON USA LLC(hereinafter,“SINBON USA”). The Company raised capital for the 100% investee company, SINBON Hungary Kft (hereinafter, “SINBON Hungary”), amounting to EUR 1 million. The Company’s 85.53% trans-investment in Beijing SINBON TongAn Renewable Energy Co., Ltd. (hereinafter,“Beijing TongAn”), proposed to raise cash capital of CNY 20 million for its subsidiary Xuzhou ENMAGIC Energy Co., Ltd. (hereinafter referred to as Xuzhou ENMAGIC). The Company’s 85.53% trans-investment in Beijing SINBON TongAn (hereinafter,“Beijing TongAn”), proposed to reduce the capital and liquidate its subsidiary Beijing SINBON Electronics Co., Ltd. (hereinafter, “Beijing SINBON”). The Company’s 100% trans-investment in Kwan Ze Corporation Ltd. (hereinafter,“Kwan Ze”), proposed to jointly establish a joint venture company,“Enwan Technology Co., Ltd.”with shareholders such as Chant Sincere Co., Ltd. and Nextronics Engineering Corp. (tentative). The Company intends to loan funds to wholly-owned sub-subsidiary SINBON C&C LLC (hereinafter,“C&C”) Report: Propaganda on the management procedures for internal major information processing and insider trading prevention. Report on stakeholder communication. Report on the implementation of integrity management. Smart Property Management Plan Report. 2022 enterprise risk management operation report. 2021 ESG Report. Proposal for Discussion: Consolidated Financial Statements for Q3 2022. Determination of the benchmark date for the issuance of new shares for the 7th issue of non-guaranteed domestic convertible bonds. Review of 2023 Annual Audit Plan. Formulation of the Company’s “Group Tax Policies and Management Measures”. Amendment to the “Processing of Material inside Information and Prevention of Insider Trade Procedure” of the Company in part. Ratification of the right-of-use assets obtained from the Office Lease Contract signed between the Company and T-CONN Precision Co., Ltd., a subsidiary where the Company holds 57.45% of its stakes. |
|---|---|
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Ratification of the right-of-use assets obtained from the Machinery and Equipment Lease Contract signed between the Company and T-CONN Precision Co., Ltd., a subsidiary where the Company holds 57.45% of its stakes. The Company has processed the 8th issue of non-guaranteed convertible domestic bonds of NT$1,000,000,000. Update of the loaning of funds to wholly-owned subsidiary SINBON Hungary Kft (hereinafter, “SINBON Hungary”). The Company's intends to participate in the investment of DAMON MOTORS INC’s non-guaranteed convertible bonds.
Note: In view of the topics reported in the 2021 ESG Report, the Company set the 2030 carbon reduction target and explained the updated 2022 implementation progress (including carbon footprint inventory, TCFD projects, sustainable partners and supply chain, etc.). The Board of Directors raised concerns about the Company’s strategy proposed by the operational team, including the commitment to reduce carbon emissions of the Group by 40% by 2030 and the measures for carbon reduction mechanisms, and also suggested that the Company regularly review whether the goals can be achieved through the strategies.
2023.03.09 Board of Director
Report: Report on the 2022 Self-evaluation Results of the Performance Evaluation of the Board of Directors, Director's Liability Insurance Report and Ernst&Young CPAs’ Independence Statement.
Proposal for Discussion: 2022 Separate Financial Statement and Consolidated Financial Statement. 2022 Employee Compensation and Director Compensation. Proposal for the Distribution of Earnings in 2022. Statement of Declaration of Internal Control in 2022. Formulation of the distribution principles for souvenirs received by shareholders at the Shareholders’ Meeting. Formulation of the Company's “Preparation and Verification Operating Procedures of ESG Report”. 2023 Annual Operating Plan. Review of the assessment result of the Independence of the CPAs of the Company. Non-assurance services intend to be provided by Ernst & Young and its affiliated companies to the Company and its subsidiaries. Determination of the benchmark date for the issuance of new shares for the 7th issue of non-guaranteed domestic convertible bonds.
Update of the Company’s greenhouse gas inventory and verification work schedule plan. The Company raised capital for the 100% investee company, SINBON USA LLC(hereinafter, “SINBON USA”), amounting to US$3 million. The Company's intend to increase loan funds to wholly-owned sub-subsidiary SINBON Ohio LLC (hereinafter, “SINBON Ohio”). "Beijing SINBON TongAn Renewable Energy Co., Ltd." (hereinafter, “Beijing TongAn”), a subsidiary where the Company holds 85.53% of its stakes, suspended the listing of CNY common shares (A-shares) on the Shenzhen Stock Exchange. Adjustment of the investment holding structure of “Beijing SINBON TongAn Renewable Energy Co., Ltd. (hereinafter, “Beijing TongAn”), a subsidiary where the Company holds 85.53% of its stakes. Cash buy-back for capital reduction of “Beijing SINBON TongAn Renewable Energy Co., Ltd. (hereinafter, “Beijing TongAn”), a subsidiary where the Company holds 85.53% of its stakes. The Company's intend to
- 82 -
transfer Miaoli No. 3 Factory (E-Bike Assembly Factory) to T-CONN Precision Co., Ltd., a subsidiary where the Company holds 57.45% of its stakes (hereinafter referred to as T-CONN). The expected schedule and related matters of the 2023 Shareholders’ Meeting.
-
(XIV) Adverse opinions from the Directors over the resolutions of the Board on record or in written declaration, in the previous period to the date this report was printed, and the summary of the content: None.
-
(XV) The resignation or dismissal of related personnel of the Company (including the Chairman, President, Chief Accounting Officer, Chief Financial Officer, head of internal audit, and head of R&D) in the previous period to the date this report was printed:
The table showing the resignation or dismissal of related personnel of the Company
April 1 2023
| April 1 2023 | ||||
|---|---|---|---|---|
| Occupational title |
Name | Date of office | Date of relief from office |
Reason for resignation or relief |
| Vice President |
Chun-Yu, Chen |
2018/4/20 | 2022/10/12 | Retiring |
| Director | Ping, Li | 1996/10/1 | 2022/12/31 | Retiring |
| Ass. Director | Ming-Cheng, Lin |
2015/6/1 | 2022/09/30 | Retiring |
Note: Related personnel of the Company are the Chairman, President, Chief Accounting Officer, Chief Financial Officer, head of internal audit,
Corporate Governance Officer, and head of R&D.
-
83 -
-
V. Information on fee for CPAs service:
-
(I) If the payment for the non-audit service of the CPAs of the Company, the CPA firm and its affiliates accounting for 1/4 or more of the fee for auditing service, disclose the content of audit and non-audit services and the amount: the Company voluntarily disclosed the amount of payment for audit and non-audit services and the content of the services specified as follows:
Unit: NT$1,000
| Name of CPA firm | Ernst & Young, Taiwan | Ernst & Young, Taiwan |
|---|---|---|
| Name of CPA 1 | Wen-Chen, Lo | |
| Name of CPA 2 | Ming-Hung, Chen | |
| Auditingfee | 6,200 | |
| Non-auditing fee | System design | 0 |
| Business registration | 0 |
|
| Human Resources | 0 | |
| Others | 2,260 | |
| Subtotal | 2,260 | |
| Does the audit period of the CPAs cover the whole fiscal year |
Cover or not | Yes |
| Auditperiod | 2022 |
(II) If the payment for CPAs audit services in the year of replacement of CPAs firm was less than the amount paid for the audit services of the previous year, disclose the amount of auditing fee reduced, the ratio of reduction and the reason: Not applicable.
(III) If the auditing fee reduced by more than 10% from the same period of the previous year, disclose the amount reduced, the ratio and the reason: Not applicable.
Information on payment to CPAs of the Company
| Currency unit: NT$1,000 | Currency unit: NT$1,000 | Currency unit: NT$1,000 | ||||
|---|---|---|---|---|---|---|
| Name of CPA firm |
Name of Independent Auditor |
CPA audit period | Auditing fee |
Non-auditing fee (Note 2) |
Total | Remark |
| Ernst & Young, Taiwan |
Tzu-Ping, Huang | January 1 2022 to June 30 2022 |
6,660 | 2,260 3 |
. 8,920 |
CPA Rotation |
Wen-Chen, Lo |
June 30 2022 to December 31 2022 |
|||||
| Ming-Hung, Chen | January 1 2022 to December 31 2022 |
Note1: If CPA or audit firm is replaced, list out the audit period, and explain the reason in the Ramark column and enclose the the auditing fee and non-auditing fee. The content of the non-auditing service should be explained
Note2: The content of service includes tax audit and accreditation of CSR Report.
- 84 -
VI. Information on replacement of CPAs:
(I) About the CPAs previously appointed:
| Date of replacement | Not applicable | Not applicable | Not applicable |
|---|---|---|---|
| Reason for replacement and explanation |
Not applicable | ||
| Explain if terminated by the principal or the CPA, or the CPA declined the appointment |
The Parties concerned Status |
CPA |
Principal |
| Voluntary termination of the appointment |
|||
| Declined the (continued) appointment |
|||
| The opinion stated in Auditor’s Report issued with unqualified opinion in the last 2 years and the reason. |
None | ||
| Any different opinion from the issuer |
None | ||
| Additional information for disclosure (Particulars inscribed in Section 1-(4) and Section 1-(7) of Subparagraph 6 under Article 10 of the Principles should be disclosed). |
None |
(II) About the successor CPA
| (II) About the successor CPA |
|
|---|---|
| Name of CPA firm | None |
| Name of Independent Auditor | None |
| Date of appointment | None |
| The issues for consultation on the accounting method or principle of special transactions before the appointment that may affect the audit opinion and the result. |
None |
| The difference between the opinion of the successor CPAs and the predecessor expressed in writing. |
None |
(III) The reply of the previous CPAs of the Company on issues stated section 1 and section
2-(3) of subparagraph 6 under Article 10 of the Regulations: Not applicable.
-
85 -
-
VII. In case the Chairman, President, Chief Financial Officer or Chief Accounting Officer of the Company who has been employed by the CPA firm retained for services or its affiliate, disclose the name, occupational title, and the duration of employment by the CPA firm or its affiliate: Not applicable.
-
VIII. In the previous period to the date this report was printed, the transfer of shares or changes in the pledge of shares under lien by the Directors, Managers, and shareholders holding more than 10% of the shares issued by the Company:
-
(I) Changes in equity of the Directors, Managers and major shareholders:
Unit: share
| Unit: share | Unit: share | ||||
|---|---|---|---|---|---|
| 2022 | In currentperiod to April 1 | ||||
| Change in the | Change in the |
Change in the |
Change in the |
||
| Occupational title | Name | quantity of shareholding |
quantity of shares under lien |
quantity of shareholding |
quantity of shares under lien |
| Chairman | Shaw-ShingWang | 0 | 0 |
0 |
0 |
| Vice Chairman | Wei-Ming,Liarng | (240,000) | 0 | 0 |
0 |
| Director | Hsin-Chih,Yeh | (500,000) | 0 | 0 |
0 |
| Director | ArgosyResearch Inc. | 0 | 0 |
0 |
0 |
| Representative of Director |
Chao-Liang, Wang | 0 | 0 |
0 |
0 |
| Director | Tai Yi Investment Co.,Ltd. | 9,000 | 0 |
0 |
0 |
| Representative of Director |
Wei-Chung, Wang | 0 | 0 |
0 |
0 |
| Director | Kuo Shian Investment Co.,Ltd. | 0 | 0 |
0 |
(300,000) |
| Representative of Director |
Kuo-Hung, Wang | 0 | 0 |
(105,022) |
0 |
| Director & Vice President |
Wen-Sen, Huang | 0 | 0 |
0 |
0 |
| Director | Te-Cheng,Chiu | 0 | 0 |
0 |
0 |
| Independent Director |
Cheng-Yen, Chang | 0 | 0 |
0 |
0 |
| Independent Director |
Hou-Ming, Chen | 0 | 0 |
0 |
0 |
| Independent Director |
Yu-Fen, Lin | 0 | 0 |
0 |
0 |
| Vice President | Chun-Yu, Chen (date of relief from office: October 12 2022) |
36,586 | 0 |
Not applicable | Not applicable |
| Director | Ping, Li (date of relief from office: December 31 2022) |
0 | 0 |
Not applicable |
Not applicable |
| Director | Li-Li,Huang | 3,000 | 0 |
0 |
0 |
| Director | Hsiu-Sui,Lin | 0 | 0 |
0 |
0 |
| Director | Cheng-Ling,Li | 0 | 0 |
0 |
0 |
| Director | Yun-Ju,Huang | 0 | 0 |
0 |
0 |
| Director | Hsing-Chun,Wu | 29,136 | 0 |
0 |
0 |
- 86 -
| 2022 | 2022 | In currentperiod to April 1 | In currentperiod to April 1 | ||
|---|---|---|---|---|---|
| Change in the | Change in the |
Change in the |
Change in the |
||
| Occupational title | Name | quantity of shareholding |
quantity of shares under lien |
quantity of shareholding |
quantity of shares under lien |
| Director | Hao-Min,Hsu | (2,078) | 0 | 0 |
0 |
| Director | Chin-Tsung,Huang | 0 | 0 |
0 |
0 |
| Ass. Director | Ping-Chen,Sung | 0 | 0 |
0 |
0 |
| Ass. Director | Ming-Cheng, Lin (date of relief from office: September 30 2022) |
14,493 | 0 |
Not applicable | Not applicable |
| Ass. Director | Chia-Ching,Lin | 0 | 0 |
0 |
0 |
| Ass. Director | Ya-Hui,Kuo | 0 | 0 |
0 |
0 |
| Ass. Director | Kuei-Chen,Feng | 0 | 0 |
0 |
0 |
| Ass. Director | Ping-Jen,Chen | 0 | 0 |
0 |
0 |
| Ass. Director | Chien-Ming,Huang | 0 | 0 |
0 |
0 |
| Ass. Director | Hsing-Hsiu,Kuo | 0 | 0 |
0 |
0 |
| Ass. Director | Kuo-Hung,Chen | 0 | 0 |
0 |
0 |
| Ass. Director | Ping-Chen,Fu | 0 | 0 |
0 |
0 |
| Ass. Director | Yang-Yu,Wu | 0 | 0 |
0 |
0 |
| Ass. Director | Shan,Li | 0 | 0 |
0 |
0 |
| Ass. Director | Yu-Hsuan,Lin | 2,000 | 0 |
(1,000) |
0 |
| Ass. Director | Ya-Hui,Kao | 0 | 0 |
0 |
0 |
| Ass. Director | Yao-Ting,Li | 0 | 0 |
0 |
0 |
| Ass. Director | Yi-Hsien,Lin | 0 | 0 |
0 |
0 |
| Ass. Director | Hsin-Nan,Hsiung | 9,000 | 0 |
(33,000) |
0 |
| Ass. Director | Chen-Chun,Wang | 0 | 0 |
0 |
0 |
| CFO | Chi-Chou,Chang | 10,000 | (50,000) |
0 | 0 |
Note 1: Shareholders holding more than 10% of the shares issued by the Company shall be noted as Dominant Shareholders (no
shareholder of the Company holding more than 10% of the shares issued by the Company).
Note 2: If the counterparties in the transfer of shares or pledge of shares under lien are related parties, fill in the table below.
(II) Information on transfer of shares:
| Name (Note 1) |
Reason for transfer of shares (Note 2) |
Date of transaction |
Counterpartie s of transactions |
The relation between the counterparties and the Company, Directors, Managers, and shareholders holding more than 10% of the shares issued by the Company. |
Quantity of shares |
Transaction price |
|---|---|---|---|---|---|---|
| Hsin-Chih, Yeh |
Disposal (Gift) | April 18 2022 |
Spouse | None | 500,000 | 257.5 |
| Wei-Ming, Liarng |
Disposal (Gift) |
May 12 2022 |
Spouse | None | 240,000 | 248.5 |
Note 1: Put down the Directors, Managers and shareholders holding more than 10% of the shares issued by the Company.
Note 2: Put down acquisition or disposal.
- 87 -
| (III) | Information on lien: | Information on lien: | Information on lien: | |||||
|---|---|---|---|---|---|---|---|---|
| Name (Note 1) |
Reason for change in lien (Note 2) |
Date of the change |
Counterparties of transactions |
The relation between the counterparties and the Company, Directors, Managers, and shareholders holding more than 10% of the shares issued by the Company. |
Quantity of shares |
Proportion of shareholding (%) |
Proportion under lien (%) |
Amount of lien (redemption) (NT$1,000) |
| Kuo Shian Investment Co.,Ltd. |
Redemption |
2022.10.27 | KGI Securities line of credit |
None | 200,000 | 1.01% | 0% | N.A. |
| Kuo Shian Investment Co.,Ltd. |
Lien |
2022.10.27 | Cathay United Bank Taichung Branch |
None | 200,000 | 1.01% | 8% | N.A. |
| Kuo Shian Investment Co., Ltd. |
Redemption |
2023.02.14 | Taishin International Bank Co. Ltd. Jiang North Branch |
None | 200,000 | 1.01% | 0% | N.A. |
| Kuo Shian Investment Co.,Ltd. |
Lien |
2022.03.22 | Cathay United Bank Taichung Branch |
None | 200,000 | 1.01% | 8% | N.A. |
| Kuo Shian Investment Co., Ltd. |
Redemption |
2023.03.22 | Taishin International Bank Co. Ltd. Jiang North Branch |
None | 300,000 | 1.01% | 0% | N.A. |
Note 1: Put down the Directors, Managers and shareholders holding more than 10% of the shares issued by the Company.
Note 2: Put down pledge under lien or redemption.
-
88 -
-
IX. The top 10 shareholders by proportion of shareholding are related parties, spouse, second-degree relative to one another:
Information on the relation of the top 10 shareholders by proportion of shareholding
| Name (Note 1) | Holding of share by the person |
Holding of share by the person |
Quantity of shareholding by spouse and underage children |
Quantity of shareholding by spouse and underage children |
Joint holding of share in the name of a third party |
Joint holding of share in the name of a third party |
If the top 10 shareholders by proportion of shareholding are related parties, spouse, second-degree relative to one another, specify the names and relation. (Note 3) |
If the top 10 shareholders by proportion of shareholding are related parties, spouse, second-degree relative to one another, specify the names and relation. (Note 3) |
Remark |
|---|---|---|---|---|---|---|---|---|---|
| Quantity of shares |
Proportion of shareholding |
Quantity of shares |
Proportion of shareholding |
Quantity of shares |
Proportion of shareholding |
Title (or name) |
Relation | ||
| Investment Account of Small Denomination World Funds Co. Ltd. in custody of Standard Chartered Bank |
13,876,000 | 5.80% |
0 | 0.00% | 0 | 0.00% | None | None | |
| Shaw-Shing Wang |
7,508,062 | 3.14% | 2,131,236 | 0.89% | 0 | 0.00% | Representative of Tai Yi Investment: Wei-Chung, Wang |
Father and son |
|
| PineBridge Global Fund – PineBridge Asia except Japan Small Cap Equity Fund in Custody of Standard Chartered Bank |
5,909,000 | 2.47% |
0 | 0.00% | 0 | 0.00% | None | None |
- 89 -
| Name (Note 1) | Holding of share by the person |
Holding of share by the person |
Quantity of shareholding by spouse and underage children |
Quantity of shareholding by spouse and underage children |
Joint holding of share in the name of a third party |
Joint holding of share in the name of a third party |
If the top 10 shareholders by proportion of shareholding are related parties, spouse, second-degree relative to one another, specify the names and relation. (Note 3) |
If the top 10 shareholders by proportion of shareholding are related parties, spouse, second-degree relative to one another, specify the names and relation. (Note 3) |
Remark |
|---|---|---|---|---|---|---|---|---|---|
| Quantity of shares |
Proportion of shareholding |
Quantity of shares |
Proportion of shareholding |
Quantity of shares |
Proportion of shareholding |
Title (or name) |
Relation | ||
| Norges Bank in custody of Citibank Taiwan Limited- External manager of BlackRock Investment Management (Taiwan) Investment Account |
4,285,011 | 1.79% |
0 | 0.00% |
0 | 0.00% |
None | None | |
| Tai Yi Investment Co.,Ltd. |
4,190,000 | 1.75% |
0 | 0.00% | 0 | 0.00% |
Shaw-Shing Wang |
Father and son |
|
| Representative Wei-Chung, Wang |
1,159,158 | 0.48% |
628,812 | 0.26% |
0 | 0.00% |
|||
| Aberdeen Standard OEICII- ASI Global Smaller Companies Fund in custody of Citibank Taiwan |
4,045,229 | 1.69% |
0 | 0.00% | 0 | 0.00% | None | None |
- 90 -
| Name (Note 1) | Holding of share by the person |
Holding of share by the person |
Quantity of shareholding by spouse and underage children |
Quantity of shareholding by spouse and underage children |
Joint holding of share in the name of a third party |
Joint holding of share in the name of a third party |
If the top 10 shareholders by proportion of shareholding are related parties, spouse, second-degree relative to one another, specify the names and relation. (Note 3) |
If the top 10 shareholders by proportion of shareholding are related parties, spouse, second-degree relative to one another, specify the names and relation. (Note 3) |
Remark |
|---|---|---|---|---|---|---|---|---|---|
| Quantity of shares |
Proportion of shareholding |
Quantity of shares |
Proportion of shareholding |
Quantity of shares |
Proportion of shareholding |
Title (or name) |
Relation | ||
| Investment Account of Swedbank Robur Global Impact Fund in custody of Standard Chartered Bank |
4,000,000 | 1.67% |
0 | 0.00% | 0 | 0.00% | None | None | |
| Investment account of Swedbank Robur Tech Fund in custody of Standard Chartered Bank |
4,000,000 | 1.67% |
0 | 0.00% | 0 | 0.00% | None | None | |
| Argosy Research Inc. |
3,806,421 | 1.59% | 0 | 0.00% | 0 | 0.00% | None | None | |
| Representative Chao-Liang, Wang |
311,388 |
0.13% | 0 | 0.00% | 0 | 0.00% | |||
| Fubon Life Insurance Co., Ltd. |
3,125,000 | 1.31% |
0 | 0.00% | 0 | 0.00% | None | None | |
| Representative Ming-Hsing, Tsai |
0 | 0.00% | 0 | 0.00% | 0 | 0.00% |
Note 1: List out the top 10 shareholders, if the shareholders are institutional shareholders, list out the names of the institutions and the representatives separately.
Note 2: The proportion of shareholding should include the holding in the own name of the person, by spouse, underage children or in the name of a third party in the calculation.
Note 3: Disclose the relation of the aforementioned shareholders, including institutions and natural persons, in accordance with the Regulations Governing Preparation of Financial Reports by Securities Issuers.
-
91 -
-
X. The quantity of shares issued by particular investee company held jointly by the Directors, Managers, and direct or indirect controlled entity of the Company, and the proportion of shares under joint holding:
| Unit: share; %; December 31 2022 | Unit: share; %; December 31 2022 | Unit: share; %; December 31 2022 | Unit: share; %; December 31 2022 | Unit: share; %; December 31 2022 | Unit: share; %; December 31 2022 | |
|---|---|---|---|---|---|---|
| Direct investment (Note 1) |
Investment of the Company | Investment of the Directors, Managers or direct or indirect controlled business (Note 2) |
Overall investment | |||
| Quantity of shares |
Proportion of shareholding |
Quantity of shares |
Proportion of shareholding |
Quantity of shares |
Proportion of shareholding |
|
| SINBON International Enterprise Co.,Ltd |
- | 100.00% |
- |
- |
- |
100.00% |
| Hong Kong SINBON Electronics Co.,Ltd. |
- | 100.00% |
- |
- |
- |
100.00% |
| Kwan Ze Co.,Ltd. | 25,200,000 | 100.00% |
- |
- |
25,200,000 |
100.00% |
| ArgosyResearch Inc. | 3,174,598 | 3.56% |
14,771,152 | 16.55% | 17,945,750 |
20.11% |
| Beijing SINBON TongAn Renewable EnergyCo.,Ltd. |
130,000,000 | 85.53% |
- |
- |
130,000,000 |
85.53% |
| SINBON USA L.L.C | - | 100.00% |
- |
- |
- |
100.00% |
| Radbon Avionics Inc. | 7,700,000 | 55.00% |
- |
- |
7,700,000 |
55.00% |
| SINBON Europe GmbH | - | 100.00% |
- |
- |
- |
100.00% |
| T-CONN Precision Corporation | 21,112,650 | 57.45% |
- |
- |
21,112,650 |
57.45% |
| SINBON HungaryKft | - | 100.00% |
- |
- |
- |
100.00% |
| SINTOP Energy Management Co., Ltd. |
680,400 | 53.57% |
680,400 | 53.57% |
Note 1: Investment accounted for under the equity method.
Note 2: Investment of Kwan Ze Co., Ltd.
Note 3: The symbol of “-” stands for 0, not applicable or none unless otherwise specified.
- 92 -
Chapter IV. Status of fundraising
I. Capital stock and shares:
(I) Sources of capital:
| Year/month | Offering price |
Authorized capital | Authorized capital | Capital Stock | Capital Stock | Remark | Remark | |
|---|---|---|---|---|---|---|---|---|
| Quantity of shares (1,000 shares) |
Amount (NT$1,000) |
Quantity of shares (1,000 shares) |
Amount (NT$1,000) |
Sources of capital (NT$1,000) |
Non-cash investment in kind (NT$1,000) |
Others | ||
| December 1989 |
10 | 500 | 5,000 | 500 | 5,000 | Established at 5,000 in cash | None | |
| None | ||||||||
| June 1991 | 10 | 1,300 | 13,000 | 1,300 | 13,000 | Raising capital of 6,000 through offering new shares |
Shareholders | None |
| transaction at | ||||||||
| 2,000 | ||||||||
| December 1994 |
10 | 2,900 | 29,000 | 2,900 | 29,000 | Raising capital of 5,000 through offering new shares |
Credit against | None |
| debt amounted | ||||||||
| to 11,000 | ||||||||
| September 1995 |
10 | 9,900 | 99,000 | 9,900 | 99,000 | Raising capital of 70,000 through offeringnew shares |
None | |
| None | ||||||||
| December 1997 |
10 | 19,800 | 198,000 | 19,800 | 198,000 | - |
Capitalization | None |
| through merger | ||||||||
| amounting to | ||||||||
| 99,000 | ||||||||
| September 1998 |
10 | 50,000 | 500,000 | 30,000 | 300,000 | Raising capital by offering new shares amounting to 64,560 Capitalization of retained earnings into new shares amounting to 11,880 Capitalization of additional paid-in capital into new shares amounting to 23,760 Capitalization of employee bonus into new shares amountingto 1,800 |
Note 1 | |
| None | ||||||||
| September 1999 |
10 | 50,000 | 500,000 | 40,000 | 400,000 | Raising capital by offering new shares amounting to 37,000 Capitalization of retained earnings into new shares amounting to 30,000 Capitalization of additional paid-in capital into new shares amounting to 30,000 Capitalization of employee bonus into new shares amountingto 3,000 |
Note 2 | |
| None | ||||||||
| July 2000 | 10 | 50,000 | 500,000 | 46,800 | 468,000 | Capitalization of retained earnings into new shares amounting to 44,000 Capitalization of additional paid-in capital into new shares amounting to 16,000 Capitalization of employee bonus into new shares amountingto 8,000 |
Note 3 | |
| None | ||||||||
- 93 -
| Year/month | Offering price |
Authorized capital | Authorized capital | Capital Stock | Capital Stock | Remark | Remark | |
|---|---|---|---|---|---|---|---|---|
| Quantity of shares (1,000 shares) |
Amount (NT$1,000) |
Quantity of shares (1,000 shares) |
Amount (NT$1,000) |
Sources of capital (NT$1,000) |
Non-cash investment in kind (NT$1,000) |
Others | ||
| November 2000 |
10 | 50,000 | 500,000 | 50,000 | 500,000 | Raising capital of 32,000 through offeringnew shares |
Note 4 | |
None |
||||||||
| June 2001 | 10 | 90,000 | 900,000 | 61,500 | 615,000 | Capitalization of retained earnings into new shares amounting to 100,000 Capitalization of employee bonus into new shares amountingto 15,000 |
Note 5 | |
| None | ||||||||
| March 2002 | 10 | 150,000 | 1,500,000 | 70,798 | 707,981 | Conversion of convertible bonds amountingto 92,981 |
Note 6 | |
| None | ||||||||
| August 2002 | 10 |
150,000 | 1,500,000 | 88,213 | 882,132 | Capitalization of retained earnings into new shares amounting to 141,596 Capitalization of employee bonus into new shares amounting to 20,000 Conversion of convertible bonds amountingto 12,555 |
Note 7 | |
| None | ||||||||
| October 2002 |
10 | 150,000 | 1,500,000 | 89,849 | 898,489 | Conversion of convertible bonds amountingto 16,357 |
Note 6 | |
| None | ||||||||
| October 2002 |
10 | 150,000 | 1,500,000 | 90,028 | 900,279 | Conversion of convertible bonds amountingto 1,790 |
Note 8 | |
| None | ||||||||
| January 2003 |
10 | 150,000 | 1,500,000 | 90,455 | 904,554 | Conversion of convertible bonds amountingto 4,275 |
Note 6 | |
| None | ||||||||
| March 2003 | 10 | 150,000 | 1,500,000 | 90,578 | 905,780 | Conversion of convertible bonds amountingto 1,226 |
Note 6 | |
| None | ||||||||
| June 2003 | 10 | 190,000 | 1,900,000 | 100,336 | 1,003,358 | Capitalization of retained earnings into new shares amounting to 17,516 Capitalization of employee bonus into new shares amounting to 10,000 Capitalization of additional paid-in capital into new shares amountingto 70,062 |
Note 9 | |
| None | ||||||||
| August 2003 | 10 |
190,000 | 1,900,000 | 101,700 | 1,016,997 | Conversion of convertible bonds amountingto 13,638 |
Note 6 | |
| None | ||||||||
| September 2003 |
10 | 190,000 | 1,900,000 | 101,797 | 1,017,971 | Conversion of convertible bonds amountingto 974 |
Note 6 | |
| None | ||||||||
| July 2004 | 10 | 190,000 | 1,900,000 | 106,797 | 1,067,969 | Capitalization of retained earnings into new shares amounting to 45,999 Capitalization of employee bonus into new shares amountingto 4,000 |
Note 10 | |
| None | ||||||||
| August 2004 | 10 |
190,000 | 1,900,000 | 107,010 | 1,070,103 | Conversion of convertible bonds amountingto 2,134 |
Note 6 | |
| None | ||||||||
| July 2005 | 10 | 240,000 | 2,400,000 | 131,970 | 1,319,695 | Capitalization of retained earnings into new shares amounting to 230,016 Capitalization of additional paid-in capital into new shares amountingto 19,576 |
Note 11 | |
| None | ||||||||
- 94 -
| Year/month | Offering price |
Authorized capital | Authorized capital | Capital Stock | Capital Stock | Remark | Remark | |
|---|---|---|---|---|---|---|---|---|
| Quantity of shares (1,000 shares) |
Amount (NT$1,000) |
Quantity of shares (1,000 shares) |
Amount (NT$1,000) |
Sources of capital (NT$1,000) |
Non-cash investment in kind (NT$1,000) |
Others | ||
| August 2005 | 10 |
240,000 | 2,400,000 | 146,281 | 1,462,811 | Conversion of convertible bonds amounting to 143,115 |
Note 6 | |
| None | ||||||||
| November 2005 |
10 | 240,000 | 2,400,000 | 150,139 | 1,501,392 | Conversion of convertible bonds amountingto 38,581 |
Note 6 | |
| None | ||||||||
| July 2006 | 10 | 240,000 | 2,400,000 | 157,646 | 1,576,462 | Capitalization of additional paid-in capital into new shares amountingto 75,070 |
Note 12 | |
| None | ||||||||
| June 2007 | 10 | 450,000 | 4,500,000 | 176,563 | 1,765,636 | Capitalization of retained earnings into new shares amounting to 157,646 Capitalization of additional paid-in capital into new shares amountingto 31,529 |
Note 13 | |
| None | ||||||||
| June 2008 | 10 | 450,000 | 4,500,000 | 185,291 | 1,852,919 | Capitalization of retained earnings into new shares amountingto 87,282 |
Note 14 | |
| None | ||||||||
| November 2010 |
10 | 450,000 | 4,500,000 | 185,796 | 1,857,962 | Conversion of convertible bonds amountingto 5,043 |
Note 15 | |
| None | ||||||||
| April 2011 | 10 | 450,000 | 4,500,000 | 183,796 | 1,837,962 | Capital reduction by expiration of treasury shares amounting to 20,000 on March 25 2011 as the base day. |
Note 16 | |
| None | ||||||||
| August 2011 | 10 |
450,000 | 4,500,000 | 182,666 | 1,826,662 | Capital reduction by expiration of treasury shares amounting to 11,300 on August 20 2011 as the base day. |
Note 16 | |
| None | ||||||||
| November 2011 |
10 | 450,000 | 4,500,000 | 179,516 | 1,795,162 | Capital reduction by expiration of treasury shares amounting to 31,500 on November 16 2011 as the base day. |
Note 16 | |
| None | ||||||||
| May 2012 | 10 | 450,000 | 4,500,000 | 180,887 | 1,808,865 | Conversion of convertible bonds amountingto 13,704 |
Note 17 | |
| None | ||||||||
| July 2012 | 10 | 450,000 | 4,500,000 | 180,928 | 1,809,282 | Conversion of convertible bonds amountingto 417 |
Note 17 | |
| None | ||||||||
| November 2012 |
10 | 450,000 | 4,500,000 | 200,015 | 2,000,155 | Conversion of convertible bonds amounting to 190,873 |
Note 17 | |
| None | ||||||||
| April 2013 | 10 | 450,000 | 4,500,000 | 207,671 | 2,076,709 | Conversion of convertible bonds amountingto 76,554 |
Note 17 | |
| None | ||||||||
| May 2015 | 10 | 450,000 | 4,500,000 | 207,956 | 2,079,563 | Conversion of convertible bonds amountingto 2,854 |
Note 18 | |
| None | ||||||||
| August 2015 | 10 |
450,000 | 4,500,000 | 211,109 | 2,111,090 | Conversion of convertible bonds amountingto 31,528 |
Note 18 | |
| None | ||||||||
| September 2015 |
10 | 450,000 | 4,500,000 | 215,262 | 2,152,625 | Capitalization of additional paid-in capital into new shares amountingto 41,534 |
Note 19 | |
| None | ||||||||
| November 2015 |
10 | 450,000 | 4,500,000 | 215,830 | 2,158,298 | Conversion of convertible bonds amountingto 5,674 |
Note 18 | |
| None | ||||||||
| March 2016 | 10 | 450,000 | 4,500,000 | 217,645 | 2,176,454 | Conversion of convertible bonds amountingto 18,155 |
Note 18 | |
| None | ||||||||
- 95 -
| Year/month | Offering price |
Authorized capital | Authorized capital | Capital Stock | Capital Stock | Remark | Remark | |
|---|---|---|---|---|---|---|---|---|
| Quantity of shares (1,000 shares) |
Amount (NT$1,000) |
Quantity of shares (1,000 shares) |
Amount (NT$1,000) |
Sources of capital (NT$1,000) |
Non-cash investment in kind (NT$1,000) |
Others | ||
| May 2016 | 10 | 450,000 | 4,500,000 | 217,934 | 2,179,342 | Conversion of convertible bonds amountingto 2,888 |
Note 18 | |
| None | ||||||||
| August 2016 | 10 |
450,000 | 4,500,000 | 217,958 | 2,179,585 | Conversion of convertible bonds amountingto 243 |
Note 18 | |
| None | ||||||||
| September 2016 |
10 | 450,000 | 4,500,000 | 224,495 | 2,244,949 | Capitalization of additional paid-in capital into new shares amountingto 65,364 |
Note 20 | |
| None | ||||||||
| November 2016 |
10 | 450,000 | 4,500,000 | 224,607 | 2,246,068 | Conversion of convertible bonds amountingto 1,119 |
Note 18 | |
| None | ||||||||
| March 2017 | 10 | 450,000 | 4,500,000 | 225,416 | 2,254,161 | Conversion of convertible bonds amountingto 8,093 |
Note 18 | |
| None | ||||||||
| November 2018 |
10 | 450,000 | 4,500,000 | 225,727 | 2,257,273 | Conversion of convertible bonds amountingto 3,112 |
Note 21 | |
| None | ||||||||
| March 2019 | 10 | 450,000 | 4,500,000 | 226,695 | 2,266,954 | Conversion of convertible bonds amountingto 9,681 |
Note 21 | |
| None | ||||||||
| April 2019 | 10 | 450,000 | 4,500,000 | 229,075 | 2,290,745 | Conversion of convertible bonds amountingto 23,791 |
Note 21 | |
| None | ||||||||
| June 2019 | 10 | 450,000 | 4,500,000 | 229,297 | 2,292,974 | Conversion of convertible bonds amountingto 2,229 |
Note 21 | |
| None | ||||||||
| September 2019 |
10 | 450,000 | 4,500,000 | 232,524 | 2,325,237 | Conversion of convertible bonds amountingto 32,263 |
Note 21 | |
| None | ||||||||
| December 2019 |
10 | 450,000 | 4,500,000 | 232,669 | 2,326,693 | Conversion of convertible bonds amountingto 1,456 |
Note 21 | |
| None | ||||||||
| March 2020 | 10 | 450,000 | 4,500,000 | 232,777 | 2,327,774 | Conversion of convertible bonds amountingto 1,081 |
Note 21 | |
| None | ||||||||
| March 2021 | 10 | 450,000 | 4,500,000 | 232,937 | 2,329,371 | Conversion of convertible bonds amountingto 1,596 |
Note 22 | |
| None | ||||||||
| June 2021 | 10 | 450,000 | 4,500,000 | 233,313 | 2,333,129 | Conversion of convertible bonds amountingto 3,758 |
Note 22 | |
| None | ||||||||
| September 2021 |
10 | 450,000 | 4,500,000 | 233,377 | 2,333,770 | Conversion of convertible bonds amountingto 641 |
Note 22 | |
| None | ||||||||
| December 2021 |
10 | 450,000 | 4,500,000 | 234,206 | 2,342,060 | Conversion of convertible bonds amountingto 8,290 |
Note 22 | |
| None | ||||||||
| March 2022 | 10 | 450,000 | 4,500,000 | 235,203 | 2,352,034 | Conversion of convertible bonds amountingto 9,974 |
Note 22 | |
| None | ||||||||
| June 2022 | 10 | 450,000 | 4,500,000 | 235,523 | 2,355,231 | Conversion of convertible bonds amountingto 3,197 |
Note 22 | |
| None | ||||||||
| September 2022 |
10 | 450,000 | 4,500,000 | 236,584 | 2,365,841 | Conversion of convertible bonds amountingto 10,610 |
Note 22 | |
| None | ||||||||
| December 2022 |
10 | 450,000 | 4,500,000 | 238,504 | 2,385,041 | Conversion of convertible bonds amountingto 19,200 |
Note 22 | |
| None | ||||||||
| March 2023 | 10 | 450,000 | 4,500,000 | 239,056 | 2,390,560 | Conversion of convertible bonds amountingto 5,519 |
Note 22 | |
| None | ||||||||
Note 1: Approved under Securities and Futures Commission, Ministry of Finance Letter (87) Taiwan-Finance-Securities (I) No. 47522 dated June 6 1998.
Note 2: Approved under Securities and Futures Commission, Ministry of Finance Letter (88) Taiwan-Finance-Securities (I) No. 56082 dated June 20 1999.
Note 3: Approved under Securities and Futures Commission, Ministry of Finance Letter (89) Taiwan-Finance-Securities (I) No. 58816 dated July 7 2000.
Note 4: Approved under Securities and Futures Commission, Ministry of Finance Letter (89) Taiwan-Finance-Securities (I) No. 81883 dated October 2 2000.
-
96 -
-
Note 5: Approved under Securities and Futures Commission, Ministry of Finance Letter (90) Taiwan-Finance-Securities (I) No. 123711 dated May 7 2001.
-
Note 6: Approved under Securities and Futures Commission, Ministry of Finance Letter (90) Taiwan-Finance-Securities (I) No. 166362 dated November 9 2001.
-
Note 7: Approved under Securities and Futures Commission, Ministry of Finance Letter (91) Taiwan-Finance-Securities (I) No. 0910139537 dated July 16 2002.
-
Note 8: Approved under Securities and Futures Commission, Ministry of Finance Letter (91) Taiwan-Finance-Securities (I) No. 0910133858 dated June 27 2002.
-
Note 9: Approved under Securities and Futures Commission, Ministry of Finance Letter (92) Taiwan-Finance-Securities (I) No. 0920126156 dated June 13 2003.
-
Note 10: Approved under Securities and Futures Commission, Ministry of Finance Letter (93) Taiwan-Finance-Securities (I) No. 0930121806 dated May 18 2004.
-
Note 11: Approved under Executive Yuan Financial Supervisory Commission Letter FSC (I) No. 0940119716 dated May 18 2005.
-
Note 12: Approved under Executive Yuan Financial Supervisory Commission Letter FSC (I) No. 0950130935 dated July 17 2006. Note 13: Approved under Executive Yuan Financial Supervisory Commission Letter FSC (I) No. 0960032589 dated June 28 2007. Note 14: Approved under Executive Yuan Financial Supervisory Commission Letter FSC (I) No. 0970033372 dated July 4 2008. Note 15: Approved under Executive Yuan Financial Supervisory Commission Letter FSC No. 0990018240 dated May 4 2010.
-
Note 16: Cancellation pursuant to Article 28- 2 of the Securities and Exchange Act
-
Note 17: Approved for offering under Executive Yuan Financial Supervisory Commission Letter FSC No. 090018240 dated May 4 2010 and Executive Yuan Financial Supervisory Commission Letter FSC No. 1000060425 dated December 21 2011.
-
Note 18: Approved for offering under Financial Supervisory Commission Letter FSC No.1030017865 dated May 26 2014. Note 19: Approved for offering under Financial Supervisory Commission Letter FSC No. 1040028514 dated July 28 2015. Note 20: Declared with Financial Supervisory Commission on July 18 2016 for causing into effect.
-
Note 21: Approved for offering under Financial Supervisory Commission Letter FSC No. 1060014871 dated May 10 2017.
-
Note 22: Approved for offering under Financial Supervisory Commission Letter FSC No. 1090373515 dated November 23 2020 and Financial Supervisory Commission Letter FSC No. 1110361530 dated November 17 2022.
Unit: share
| Unit: share | ||||
|---|---|---|---|---|
| Type of share |
Stated capital | Remark | ||
| Outstanding shares (Note) |
Unissued shares | Total | ||
| Common shares |
239,056,037 shares listed at TWSE |
210,943,963 |
450,000,000 | Of which 30,000,000 shares were reserved for the conversion of subscription warrants, preferred shares featured subscription warrants, or corporate bonds featured subscription rights. |
Note: Specify if the shares are listed at TWSE or TPEx (specify if the shares are restricted for repurchase from TWSE or TPEx).
- 97 -
(II) Shareholder Structure:
April 1 2023
| April 1 2023 | |||
|---|---|---|---|
| Shareholder Structure | Number of persons | Quantity of shareholding | Proportion of shareholding |
| Government institutions | 5 | 2,078,510 |
0.87 % |
| Financial institutions | 68 | 16,245,883 |
6.80 % |
| Other institutions | 225 | 14,222,749 |
5.95 % |
| Foreign institutions and nationals |
485 | 151,051,540 |
63.18 % |
| Individuals | 37,395 | 55,457,355 | 23.20 % |
| Others | 0 | 0 |
0.00 % |
| Total | 38,178 | 239,056,037 |
100.00 % |
Note: Disclose the proportion of shareholding by investors from Mainland China for enterprise listed at TWSE (TPEx) and Emerging Stock Market; investors from Mainland China refers to the people, institutions, groups, or other entities or the investees of a third region of Mainland China as stated in Article 3 of the Regulations Governing the Permission of Investment of People from Mainland China in Taiwan.
(III) Dispersion of shareholding:
| (III) Dispersion of shareholding: | (III) Dispersion of shareholding: | (III) Dispersion of shareholding: | (III) Dispersion of shareholding: |
|---|---|---|---|
| April 1 2023 | |||
| Level of shareholding (share) | Number of shareholders |
Quantity of shareholding | Proportion of shareholding |
| 1 to 999 1,000 to 5,000 5,001 to 10,000 10,001 to 15,000 15,001 to 20,000 20,001 to 30,000 30,001 to 40,000 40,001 to 50,000 50,001 to 100,000 100,001 to 200,000 200,001 to 400,000 400,001 to 600,000 600,001 to 800,000 800,001 to 1,000,000 1,000,001 to 999,999,999 1,000,000,000 and above |
32,265 4,414 540 224 113 130 50 47 102 95 81 34 16 14 53 0 |
1,024,865 7,709,058 3,941,707 2,678,715 1,991,320 3,202,822 1,754,448 2,098,890 7,557,902 13,586,808 22,688,569 16,673,359 11,237,690 12,581,068 130,328,816 0 |
0.43 % 3.22 % 1.65 % 1.12 % 0.83 % 1.34 % 0.73 % 0.88 % 3.16 % 5.68 % 9.50 % 6.97 % 4.70 % 5.26 % 54.53% 0.00 % |
| Total | 38,178 | 239,056,037 |
100.00 % |
- 98 -
(IV) List of Dominant Shareholders:
| (IV) List of Dominant Shareholders: | ||
|---|---|---|
| Shares Names of Dominant Shareholders |
Quantity of shareholding |
Proportion of shareholding |
| SmallCap World Fund, Inc. | 13,876,000 | 5.80 % |
| Shao-Hsin, Wang | 7,508,062 | 3.14 % |
| Southeast Asia Small Companies Fund PLC | 5,909,000 | 2.47 % |
| JPMorgan Chase Bank N.A. Taipei Branch in custody for Norges Bank | 4,285,011 | 1.79 % |
| Tai Yi Investment Co., Ltd. | 4,190,000 | 1.75 % |
| Aberdeen Standard OEIC II- ASI Global Smaller Companies Fund | 4,045,229 | 1.69 % |
| Swedbank Robur Globalfond | 4,000,000 | 1.67 % |
| Swedbank Robur Technology | 4,000,000 | 1.67 % |
| Argosy Research Inc. | 3,806,421 | 1.59 % |
| ING Life Insurance Company Limited-PAR | 3,125,000 | 1.31 % |
- 99 -
(V) Market price, net value, earnings, dividend per share in the last 2 years and related information:
| Item | Year | Year | Year | 2021 |
2022 |
|---|---|---|---|---|---|
| Market price per share (Note 1) |
High | 301.5 | 294.0 | ||
| Low | 207.5 | 230.0 | |||
| Average | 255.90 | 267.07 | |||
| Net value per share (Note 2) |
Cum-dividend | 44.22 | 53.58 | ||
| Ex-dividend | Undistributed | Undistributed | |||
| Earnings per share |
Weighted average quantity of shares |
233,157,000 shares | 235,774,000 shares | ||
| Earnings per share (Note 3) |
Before adjustment |
10.00 | 12.22 | ||
| After adjustment | Not applicable |
Not applicable | |||
| Dividend per share |
Cash dividend | 7.00 | 8.50 | ||
| Distribution of additional paid-in capital as dividend |
- | - | |||
| Stock dividend |
Distribution of retained earnings as dividend |
- | - | ||
| Stock dividend from capitalization of additional paid-in capital |
- | - | |||
| Undistributed dividend in accumulation(Note 4) |
- | - | |||
| Analysis of return on investment (ROI) |
Price earnings ratio (Note 5) | 25.59 | 21.86 | ||
| Price to dividend ratio (Note 6) |
36.56 | 31.42 | |||
| Cash dividend yield rate (Note 7) |
2.74 % | 3.18% |
*If stock dividend is paid by the shares from capitalization of retained earnings or additional paid-in capital, disclose
-
the information on the market price and cash dividend on the basis of the quantity of shares for release under retroactive adjustment.
-
Note 1: Display the highest and lowest market price of the year, calculate the average market price on the basis of the transaction value and volume of the year.
-
Note 2: Base on the quantity of outstanding shares as of the last day of the year, and fill in the information as per the resolution of the Board or the resolution of the Shareholder Meeting of the next year.
-
Note 3: If retroactive adjustment is necessary due to the payout of stock dividend, disclose the earnings per share before and after adjustment.
-
Note 4: If the requirement of the offering of equity securities allows for the accumulation of the unpaid dividend of the year to the year the Company has surplus, disclose the unpaid dividend accumulated to current period.
-
Note 5: Price earnings ration = the average closing price per share of the year/ earnings per share.
-
Note 6: Price to cash dividend ratio = the average closing price per share of the year/ cash dividend per share.
-
Note 7: Cash dividend yield rate = cash dividend per share/ average closing price per share of the year.
-
100 -
Note 8: Information on net value per share and earnings per share should be audited (reviewed) and to the last quarter prior to the date this report was printed. Fill in the information of the year in relevant fields to the date this report was printed.
-
(VI) Dividend policy of the Company and the distribution:
-
Dividend policy:
If the Company has earnings after the annual account settlement, appropriate for covering carryfoward loss further to the appropriation for tax payment and adjustment under the Statement of Financial Accounting Standard. If there is still a balance, appropriate 10% as mandatory reserve until the amount of mandatory reserve is equivalent to the total capital of the Company. Special reserve required for appropriation or reversal shall be pooled up with the undistributed earnings accumulated in the previous period as distributable income, and considered for retaining in part or in whole depending on the business situation, and distribute the remaining balance as shareholder dividend at the resolution of the Shareholder Meeting.
The Board shall prepare a proposal for the distribution of the aforementioned earnings subject to the final approval of the Shareholder Meeting for distribution. The Company is at the stage of growth. For supporting the long-term capital planning for sustainable development and stable growth, the Company shall pay out cash dividend no less than 10% of the total of cash dividend and stock dividend.
Amendment by the Shareholder Meeting in the regular session of 2018: if the Company has earnings in the total account settlement of the year, retain the earnings in whole or in part depending on the business situation, and appropriate at least 50% of the net income as shareholder dividend.
- Distribution:
The proposal for dividend payment in the regular session of Shareholder Meeting in 2022:
| in 2022: | |||
|---|---|---|---|
| Type of dividend |
Distribution per share |
Source |
Distribution |
| Cash dividend |
7.00 | NT$7.00 is undistributed earnings |
Dividend paid on September 16 2022 |
| Stock dividend |
0 | None | None |
| Total | 7.00 |
-
101 -
-
(VII) The influence of the stock dividend proposed to this session of the Shareholder Meeting for release on the operation performance and earnings per share of the Company:
-
The influence on operation performance: No influence, as no stock dividend paid out.
-
The influence on earnings per share: No influence, as no stock dividend paid out.
(VIII) Remunerations to employees, Directors and Supervisors:
-
The percentage and scope of remunerations to the employees, Directors and Supervisors of the Company as stated in the Articles of Incorporation: If the Company has made profit in the year, appropriate 1%~15% as remuneration to the employees, and no more than 3% as remuneration to the Directors and Supervisors. The Company shall appropriate for covering carryfoward loss, where applicable.
-
Remuneration to the employees may be effected in cash or stock dividend. Employees of subsidiaries meeting certain condition shall also be entitled to remuneration.
-
The basis for the estimation of the amount of remuneration to the employees, Directors and Supervisors in current period, the basis for the calculation of the quantity of shares for release to employees as stock dividend, and the accounting procedure if there is a difference between the actual amount of payment and the estimated amount: the basis of estimation is the same as stated in the Articles of Incorporation. Dividend will be paid in cash in full amount. There is no difference between the actual amount and estimated amount of payment.
-
The remuneration passed by the Board:
| Remuneration to employees (NTD) |
Remuneration to employees (NTD) |
Remuneration to Directors and Supervisors (NTD) |
The amount of remuneration to employees in stock dividend in proportion to the net income and total remuneration to employees as stated in the separate financial statements. |
|---|---|---|---|
| Cash | Stock | ||
| 35,000,000 | 0 |
23,500,000 | No stock dividend paid as remuneration to employees |
The difference, the cause and the response: Not applicable.
-
102 -
-
The actual amount of remuneration to the employees, Directors and Supervisors in the previous period (including the quantity of shares released, the amount and stock price), and specify the difference, the cause and response if there is significant variation from the estimated remuneration to the employees, Directors and Shareholders:
| and Shareholders: | and Shareholders: | ||
|---|---|---|---|
| Remuneration to employees (NTD) |
Remuneration to Directors and Supervisors (NTD) |
The amount of remuneration to employees in stock dividend in proportion to the net income and total remuneration to employees as stated in the separate financial statements. |
|
| Cash | Stock | ||
| 30,000,000 | 0 |
21,000,000 | No stock dividend paid as remuneration to employees |
The aforementioned actual payment is identical with the proposal for distribution passed by the Board.
- (IX) The buy-back of shares by the Company:
April 1 2023
| (IX) The buy-back of shares | by the Company: April 1 2023 |
|---|---|
| The buy-back issue | Not applicable |
| Thepurpose of buy-back | Not applicable |
| Buy-backperiod | Not applicable |
| Price range for buy-back | Not applicable |
| Types and quantity of shares being bought back |
Not applicable |
| Amount of shares beingbought back | Not applicable |
| Quantity of canceled or assigned shares |
Not applicable |
| Accumulated quantity of Company shares in holding |
Not applicable |
| Accumulated quantity of Company shares in holding in proportion to the total outstanding shares of the Company (%) |
Not applicable |
- 103 -
II. Corporate bonds :
(I) Corporate bonds :
| II. Corporate bonds: (I) Corporate bonds: |
II. Corporate bonds: (I) Corporate bonds: |
||
|---|---|---|---|
| Type of corporate bond (Note 2) |
The 7th issue of non-guaranteed domestic convertible bonds(Note 5) |
The 8th issue of non-guaranteed domestic convertible bonds(Note 5) |
|
| Date of issuance(offering) | December 15 2020 | December 12 2022 | |
| Face amount | NT$100,000 | NT$100,000 | |
| Place of offering and trade (Note 3) |
Not applicable | Not applicable | |
| Offering price | NT$108.3 | NT$104.5 | |
| Total | NT$1,300,000,000 | NT$1,000,000,000 | |
| Interest rate | 0 % | 0 % | |
| Maturity date | 3 Years maturing date: December 15 2023 |
3 Years maturing date: December 12 2025 |
|
| Guarantor | None | None | |
| Fiduciaryagent | Taipei Fubon Bank | Taishin International Bank | |
| Underwriter | Fubon Securities Co.,Ltd. | Taishin Securities Co.,Ltd. | |
| Certifyinglawyer | Kang-Te,Lu | Kang-Te,Lu | |
| CertifyingCPA | Tzu-Ping,Huang,Ming-Hung,Chen | Wen-Chen,Lo,Ming-Hung,Chen | |
| Method of repayment | Repayment of principal in lump sum at maturity |
Repayment of principal in lump sum at maturity |
|
| Outstandingamount | NT$71,800,000 | NT$999,900,000 | |
| Redemption or early settlement clause |
For additional information, refer to Article 18 and Article 19 of the Regulations Governing the Offering and Conversion of Bonds |
For additional information, refer to Article 18 and Article 19 of the Regulations Governing the Offering and Conversion of Bonds |
|
| Restrictive clause(Note 4) | Not applicable | Not applicable | |
| Name of credit rating institution, rating date, rating result on the corporate bond |
None | None | |
| Other rights attached |
The amount of converted (swap or subscription of shares) common shares, overseas depository receipts or other securities to the date this report wasprinted. |
None | None |
| Regulations governing the offering and conversion(swap) |
None | None | |
| Regulations governing the offering and conversion, swap or subscription of shares, and possible dilution under the condition for offering and influence on shareholders equity for the time being. |
The conversion price is NT$197.7 for the time being. It is expected 372,599 shares of common shares could be converted with approximate dilution of 0.15% on the return. |
The conversion price is NT$286.5 for the time being. It is expected 3,490,052 shares of common shares could be converted with approximate dilution of 1.48% on the return. |
|
| Name of the custodian of the subject matter of swap |
Not applicable | Not applicable |
Note 1: Status of the issuance of corporate bonds, including through public offering and private placement. Corporate bonds issued through public offering are those became effective (approved) by FSC. Corporate bonds issued through private placement are those passed by the Board.
-
104 -
-
Note 2: The number of fields could be adjusted as needed.
Note 3: Note down if it is overseas corporate bonds.
-
Note 4: Such as the restriction on cash dividend, foreign investment, or keeping specific ratio of assets.
-
Note 5: For private placement, post in eye-catching manner.
-
Note 6: Convertible bonds, exchangeable bonds, and the overall declaration of corporate bonds or corporate bonds featured subscription rights shall be disclosed in tabular form on the information on convertible bonds, exchangeable bonds, and information on the overall declaration of the offering of corporate bonds and corporate bonds features subscription right.
(II) Information on exchangeable bonds:
| Type of corporate bond (Note 1) |
Type of corporate bond (Note 1) |
The 7th issue of non-guaranteed domestic convertible bonds |
The 7th issue of non-guaranteed domestic convertible bonds |
The 8th issue of non-guaranteed domestic convertible bonds |
The 8th issue of non-guaranteed domestic convertible bonds |
|---|---|---|---|---|---|
| Item | Year | 2022 |
Current period to March 31 2023 (Note 4) |
2022 | Current period to March 31 2023 (Note 4) |
| Market price of convertible bonds (Note 2) |
High | 150.00 | 177.00 | 110.6 | 125.00 |
| Low | 120.00 | 142.35 | 107.50 | 108.50 | |
| Average | 135.79 |
156.87 | 109.11 | 115.91 | |
| Conversion price | 197.70 Adjusted to 192.7 on August 27 2023 |
192.70 | 286.5 | 286.5 | |
| Date of issuance (offering) |
December 15 2020 | December 12 2022 | |||
| Conversion price at the time of offering |
203 | 286.5 | |||
| Means of performing conversion obligation(Note 3) |
Issuing new shares | Issuing new shares |
Note 1: The number of fields could be adjusted as needed.
- Note 2: If there are several places for the trading of overseas corporate bonds, list out the places.
Note 3: Settlement with outstanding shares or new shares
Note 4: Fill in the information in current period to the date this report was printed.
-
III. Preferred shares: Not applicable.
-
IV. Overseas depository receipts: Not applicable.
-
V. Employee Stock Option: Not applicable
-
VI. RSU/RSA: Not applicable.
-
VII. Merger and Acquisition (including merger, acquisition and spinoff): Not applicable.
-
VIII. Information on the implementation of the capital utilization plan: Not applicable.
-
105 -
Chapter V. Operation Highlight
-
I. Content of business:
-
(I) Scope of business:
-
CC01080 Manufacturing of electronic parts and components
-
F119010 Wholesaling of electronic materials.
-
CC01110 Manufacturing of computer and peripheral equipment. 4. F113050 Wholesaling of computer and business machine. 5. CC01030 Manufacturing of electrical appliances and audiovisual electronic products.
-
F113020 Wholesaling of electrical appliances.
-
CC01101 Manufacturing of telecommunication and controlled R/F devices.
-
F401021 Import of telecommunication and controlled devices.
-
CC01060 Manufacturing of cable communication machines. 10. CC01070 Manufacturing of wireless communication machines.
-
F113070 Wholesaling of telecommunication devices. 12. CC01090 Manufacturing of battery cells. 13. F113110 Wholesaling of battery cells 14. I501010 Product design
-
CF01011 Manufacturing of medical devices.
-
F108031 Wholesaling of medical devices.
-
CE01021 Manufacturing of measurement apparatus.
-
F113060 Wholesaling of measurement apparatus.
-
IG03010 Energy technical services.
-
F401010 International trade.
-
CD01040 Manufacturing of motorcycles and parts. 22. CD01050 Manufacturing of bicycles and parts. 23. ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
-
(II) Industry Outlook:
Founded in 1989, Sinbon is a leader in the integrated design of electronic parts and manufacturing service. The scope of application of its products covers data retrieve, computer peripherals, and other electronic products. In alignment with the rapid development of the technology sector and the increasing demand in market over time, Sinbon is focused on the research and development of products and strengthening the professional knowledge of the employees to meet the technical demand of the customers and provide the customers with satisfactory and total solution.
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After years of endeavor, Sinbon successfully transformed into a manufacturer with total solution for customers, and is involved with the automotive electronics, aeronautics, industry control, medical devices, and consumer electronics sectors to provide a wider array of high value-added products and services to customers.
Sinbon has established its business locations in Taiwan, China, Japan, the UK, Germany, Hungary, and the USA, and the interactive integrated and data interchange network of business information in market. Through this network, Sinbon can quickly respond to the needs of the customers, condense the processing of orders, shorten the production and delivery lead-time, and reduce the cost of design and development. These will help to provide the customers with boundary-free and instantaneous service and support. In addition, Sinbon provides a pleasant cooperation environment the customers preferred the most from global material sourcing and purchase, acceptance of purchase orders, sampling and manufacturing, and also post-delivery service. Sinbon can also translate the preliminary idea of customers on products to high quality and high performance products.
1. Industry Outlooks and Prospect:
According to a survey report of ITRI, the global connector market was driven by the ongoing development of 3C, IoT application market, and high speed I/O interface over the years, that the terminal application extended to automotive, industrial, medical, and green energy further to consumer electronics. In general, the connector industry was affected partially by the outbreak of COVID-19 and fell slightly and the rebound was contributed by the mushrooming of “home economy” and “EV”.
Manufacturers who can actively deploy in the materials and process technology of high frequency transmission required for mid to high end connectors could access to the lucrative IoT market at the next stage, including the ADAS, and the demand for the deriving image sensor module integrated connectors.
In addition, “digital transformation”, “ESG”, “supply chain” also emerged to attract much of the attention worldwide. According to a survey conducted by KPMG, the outbreak of the pandemic at the beginning of 2021 triggered the accelerated transformation of the industry. As suggested by 89% of the technology leaders, they have already accelerated for digital transformation. In the wake of climate
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change, the idea of “zero carbon emission” has drawn much of the attention, and fermented from the consumer end to the industrial supply chain from upstream to downstream. Global supply chain transformed from “long chain” to “short chain” under the levy of tariff and sanction on enterprises under the cloud of China-US trade war. It was echoed with the influence of the pandemic on global logistics that localization of production appeared to the trend of development.
- The association between the upstream, midstream and downstream industries:
The Company is at the midstream of the connector supply chain and deals with connectors and provides design and processing services for wire harness and PCBA. We can provide bare copper wire, plastics, and electroplating materials at upstream for the customers in one-stop service. The electronic parts and components produced and distributed by the Company are applicable to many areas of application.
Supply chain of the connector industry
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- The development trends of products in different areas:
The electronic parts and components produced and distributed by the Company is widely applicable to the following 5 major industries:
(1) Medical Health:
The global market of medical devices
According to a report of Statista, the growth of the global market of medical devices is expected to achieve US$443.2 billion in 2022, and will be as high as US$584.9 billion by 2027 with compound annual growth rate (CAGR) at 5.71%. The USA will be the biggest market for the application of medical devices. The biggest market for medical devices will be cardiovascular related devices. The market value is expected to grow to US$66 billion in 2023.
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The increasing patient population of cardiovascular diseases, cancers, diabetes, stroke or kidney diseases and other chronic illness, the increasing demand for radioactive therapy and wearable devices, and the medical policy of the government in favor of the elderly with financial aid contributed to the growth of the overall market of medical devices. Yet, the expensive medical devices and the expenses incurred from the maintenance of the devices by highly trained professionals remained the main obstacle for further market growth.
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The global market of surgical robots
According to a research conducted by Fortune Business Insights, the global market of surgical robots will grow from US$1.4 billion in 2018 to US$6.8 billion in 2026 with CAGR at 21.4%. The prime force driving from the growth is the application of minimal invasive auxiliary surgical robots, which can be attributable to the technological advancements over the years, which helped a large number of surgical robots and related high precision devices and instruments being approved by the regulatory authorities and in turn provides momentum for sizable market growth.
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The continued growth of the global market of medical AI Application
An observation of Digitimes Research indicated that, the global medical AI application market will continue to grow with medical imaging analysis support the mainstream of growth. With the support of technology, medical care evolves in the direction of personalization in precision medical care. This triggered the application of AI and machine learning in the field of medical and healthcare. In the future, the AI application framework will be an input to the refinement of health management, forecasting of disease, medicine development, to the quality of decision-making process by physicians in clinical practice, and provide better quality medical service.
(2) Automotive & Aviation
The Global EV market
According to a study of IEK, the demand for EV in 2022 thrived in response to the trend of the demand for net zero carbon emission. In 2021, the sale in the global EV market was 11.34 million units, and will surpass 15 million units in 2022.
If we take a look at total EV sale by category in 2022, BEV accounted for 52.1%, HEV accounted for 32.6%, PHEV accounted for 15.2%, FCEV accounted for 0.1%. We could see that BEV emerged as the mainstream item in market.
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If EV brand is taken into account, TOYOTA is the number one sale in 2022 which accounted for 15.5% of the market share, followed by BYD at 10.4%, Tesla at 9.8%, Kia at 7.2% and VW at 6.7% of the market shares, respectively. The top 5 growth brands by sale volume in descending order are BYD, Geely, Stellantis, Tesla, and Kia. The lion share of the champion brand TOYOTA has been replaced incrementally by EV products from China with battery EV as its premium item.
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If we look at the sale by country, the top 5 countries in terms of sale in 2022 in descending order were: China at 43.6%, USA at 12.9%, Japan at 9.6%, Germany at 7.0%, and the UK at 6.1%. China remains number one in EV sale. The USA has surpassed Japan and became the number two in EV sale.
The USA passed the Inflation Reduction Act of 2022 in August 2022 to regulate the ratio of manufacturing or assembly of battery parts for EV in North America (USA, Canada, Mexico) at 50% in 2024 and at 100% in 2029. This act may speed up the relocation of the supply chain of the EV industry to North America.
(3) Green Energy
The global market of energy storage system
According to Bloomberg New Energy Finance, cumulative installation capacity of battery system in 2020 was 17 GW/34GWh, and is expected to grow to 385 GW/1028Gwh in 2030. The market size is expected to grow from US$4.4 billion in 2022 to US$15.1 billion in 2027 at CAGR of 27.9%.
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The US Government passed the “Build Back Better” bill, which may stimulate the installation of PV energy + battery plants. It is
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expected that the capacity of energy storage installation in 2030 will be 100GW and the USA will still have the lion share in market. China has announced her policy of carbon neutralization in 2060, and the government has also set the goal of 30 GW in capacity by 2025. China will emerge as the second biggest market of the world by then.
Other major countries are Germany, the UK, India, Australia, and Japan.
The global market of wind power
The market scale of the global offshore wind power is in 2022 amounted to US$32.47 billion and is expected to increase to US$129 billion in 2030. The projected compound growth rate in the period of 2022 to 2030 is 18.82%. The capacity from offshore wind power farm is expected to increase by 260GW in the period of 2022-2030, and the total capacity of offshore wind power farm in 2030 will increase to 316 GW.
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To achieve the goal of net zero carbon emission, GWEC and the International Renewable Energy Agency have set the development goal of total offshore wind power capacity of 380GW by 2030. To achieve this goal, governments, the industrial sectors and other stakeholders must work hard to develop wind power farm through streamlining the development procedure and enhancing the efficiency, refining the mechanisms of tender offer and procurement for assuring the procurement price can
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realize the social value of offshore wind power. This will make the sustainable development of the industry chain possible.
The global market of solar energy
The increasing speed of achieving net zero carbon emission worldwide over the years stimulated tremendous growth in the regenerated energy market of wind power and photovoltaic energy. 2022 has been clouded by the Russo-Ukrainian war, energy shortage, trade dispute, and power rationing at the regional level that triggered turbulence in the photovoltaic energy market. Yet, market demand in China, the USA, Europe remained strong. According to the forecast of Wood Mackenzie, new installation for photovoltaic energy in 2022 will be 197GW with global installation capacity exceeding 1,000GW in aggregate at 25% annual growth rate. Global capacity installation in 2031 is forecasted at 3,500GW in 2031 at CAGR of 8% where large surface-mounted facility will be the mainstream. The steady growth of regenerated energy also triggered the rapid growth of the peripheral energy storage system market. According to a study of IEK, new facility introduced in 2022 can supply 16.1GW of power at the growth rate of 69%. In 2023, the battery market in the USA will continue to grow under the incentive of the US IRA policy, and will be the leader.
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----- Start of picture text -----
policy, and will be the leader.
----- End of picture text -----
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(4) Industrial Application
The global market of industrial robotics
In the last decade, the sale volume of industrial robots in the world market increased by three-fold, and peaked at 422,000 units in 2018, but fell down to 384,000 in 2020. In 2020, the automotive industry and electronic industry accounted for 23% and 31% of new installation, respectively. They have their shares in the export of industrial robots worldwide.
The development of sensor and sports control and software allows for easier operation of related hardware. The demand for robots in manufacturing plants, warehouse, and distribution centers continue to grow.
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The global automatic identification and data capture market
It is expected that the global automatic identification and data capture market will increase to 819.6 million units in totality at CAGR of 12.2% from 2021 to 2028. The automatic identification and data capture technology allows for the automatic recognition of objects or image, and capture data for direct feeding to the computer system without manual operation. This technology is applied to inventory and asset management, safety, work flow management of many industries including retailing, manufacturing, transportation and logistics, governments, medical and healthcare, food and beverage and tourism.
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(5) Communication
The global market of AR/VR
The key technologies of Augmented Reality or AR, and Virtual Reality or VR continue to grow in application under the influence of the topic of metaverse. This brings about an overall growth of the industry. According to a report of Statista, the growth of the global market of AR/VR is expected to achieve US$25.21 billion in 2022, and will be as high as US$52.05 billion by 2027 with compound annual growth rate (CAGR 2022- 2027) at 15.6%. Furthermore, the user population of AR/VR market is projected at 2.5931 billion by 2027 with user diffusion rate from 26.4% in 2022 to 32.6% in 2027.
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The USA will be the biggest market for AR/VR in the world. The market value of AR/VR in the USA amounted to US$7.055 billion in 2022, and will grow to US$8.568 billion in 2023. In addition to the USA, the development of the market in Mainland China will
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also be promising. The market value of the AR/VR market in China amounted to US$5.428 billion in 2022. The development of related technologies has attracted much of the attention of the Chinese government. According to a forecast of IDC, the CAGR of the AR/VR market of China will achieve 42.2% in the period of 2021-2026 in rapid high growth.
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An observation of Digitimes Research indicated that a new wave of AR/VR headset is imminent under the launch of 5G and Wi-Fi 6. In the advent of 5G, manufacturers are more willing to develop AR/VR headset. The prevalence of 5G and Wi-Fi 6 allowed the VR/AR headsets to shake off the yoke of wire connection. The matching with 5G cell phone allows the users to enter a greater variety of scenarios, which makes it the media for the consumers in using AR/VR headsets. Furthermore, the development of products and technologies allowed the AR headset to create VR environment. VR devices can in turn make use of the AR effect create by camera. The dual application of AR + VR products deserves our close attention.
4. The major competition for principal items
Connectors and connection wire harness are the key items of the Company, and are extensively applicable to parts and component of electronic peripherals, electronic parts and components of optoelectronics, electronic parts and components of wireless communication, energy products, automotive industry, and parts and components of medical devices. Among the companies listed at TWSE or TPEx the principal business engagement of which is similar to the Company are Foxlink, Jess-Link Products and Bizlink. The carrying items of these industry peers are specified in the table below:
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| Company name |
Key items |
| Foxlink (2392) | Manufacturing, sale and service of connectors, cables, battery, and power source products for the information industry, communication industry, automation equipment industry, precision machinery industry, and consumer electronics. |
| JPC Connectivity (6197) |
Manufacturing, sale, and service of connectors, wire harness, and antennae. |
| BizLink Holding Inc. (3665) |
Research and development production, and sale of related parts and components, connection cords, connectors, wire harness, and optoelectronic components for computers, automobiles, medical service, communication, and PV energy equipment. |
Source: compiled by Fubon Securities
(III) R&D Outlook:
| R&D Outlook: | |
|---|---|
| Year | Result of R&D |
| 2011-2012 |
Successful development of HDMI, DDR 3, DDR 4, USB and other connectors and additional effort in the development of PV of which Junction Box, PV Connector and Cable have passed the tests of TUV and UL in PV international standard. |
| 2013-2014 |
Our investee company, DigiO2, a digital medical service firm, engaged in a joint venture with the Remote Care Center of National Taiwan University Hospital in the remote care service project thereby developed the portable medical spraying device of “Brezze®Nebulizer”. This also enabled us to win the 2013 iFgold award in design from Germany. |
| 2015-2016 |
1. Tablet PC development to DVT stage for SF Express. 2. Development to DVT stage for PC monitoring and control system. 3. EV Charger, EV charging gun, and AC charger pole are achieved at the DVT stage. |
| 2017-2018 |
1. Assistance to the clients in the USA in the development of smart drug cabinet control line, smart light adjustable window control line. 2. Development of robotic arm control line, electronic fireplace, smart grids and other customized products. |
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| 2018-2019 | 1. Development of the sensor of safety air-bag belt, smart water heater, and parking lot display system. 2. AIOT (Artificial Intelligence of Things), the application system of AI x IoT. |
|---|---|
| 2020-2021 | 1. Development of factory use automated data collector. This device can collect data on the status of machine operation and repetitions of the use of tool, and can generate product quantity data in real-time as interface for electronic production report for combining with the IoT technology to upload the data to cloud system in real-time. 2. Development of factory MES system to provide a platform for real-time information that gives assistance to the factory end in keeping production in control and the progress of work, and early warning on equipment maintenance. This helps management staff to improve their work efficiency and tracking the production. 3. Development of image verification system for assisting factory end for confirmation of the line color, line location and content of the label. This helps to eliminate the probability of human error in identification process. |
| 2022- | 1. The development, application, and cloud database of the integrated system for the control of smart car IoT & electric bike. 2. Furthering the technology in the research and development of products in the field of Data Capture (including Single& four slot Ethernet Cradle, Vehicle cradle, and Vehicle charger, and essential peripherals of industrial grade terminal) and the nurturing of the engineering and integration capacity. 3. Design and production of semiconductor equipment cabinets. 4. AI warehouse robots for moving materials to the production lines. 5. Development of various kinds of Mobility products, charging connectors for big current battery. 6. Fitness training and Box Build 7. Electric Heavy Bikes |
In 2022, the Group spent NT$950,978 thousand on research and development, which was an increase of 12% from the same period of the previous year. Significant effort has been made in the development of IoT, warehouse automation equipment, smart cars, green energy industries,
119
robotic application, smart home and electronic parts and components. Ongoing improvement will be made on factory equipment efficiency. The Group is expected to spend at least NT$300 million or at least 3% of its revenue in research and development every year in the future.
-
(IV) Long- and short-term business development plans:
-
Short-term business development plans:
-
(1) Short-term business direction:
-
A. Customized heavy-duty, water-proof and weather-resistance electronic wire harness and connector solutions: provide customized wire harness design, with extension to physical design, PCB assembly, Smart Cable and other integrated engineering services. The products will be used in green energy industries, EV charging equipment, high precision equipment, semiconductor equipment, and different kinds of medical testing equipment. SINBON was engaged in the business of electric bikes over the years.
-
B. Ongoing dealership of electronic parts and components: With years of experience and professional standing in parts and components, The Company provides the customers with consultation service and technical support in different kinds of electronic parts and components, and emerged as the most reliable partner of the customers and agents.
-
C. Advocacy and pursuit of ESG sustainability strategy: the Company reorganized the Corporate Social Responsibility Committee and established the Sustainability Committee in 2021. The CEO acts as the Director of this committee. The position of Sustainability Officer has also been created and is in charge of the “Sustainable Development Office” as the designated body for the advocacy and pursuit of ESG sustainability. The Sustainability Committee is consisted of 6 teams charged with the duties of “corporate governance”, “Green SINBON”, “environmental sustainability”, “sustainable supply chain”, “sustainable partnership”, and “value chain operation”. These teams are administered by senior managers of the Company with the expectation of sustaining the upgrade of SINBON in the performance of environmental protection, social participation, and corporate governance in 2023.
-
-
120
-
D. Active indulgence in product R&D for strengthening competitive power: prepared for the training and development of R&D people for ongoing refinement of R&D and engineering capacity. Further to the supply of innovative customized design to the need of the customers, the Company also seeks to assure quality for the ongoing assistance to customers in upgrading product performance, developing products with high added-value and competitive power.
-
E. Launching for digital transformation and accelerating factory automation: buildup of smart factory, introducing different factory automation systems. Upgrade production efficiency with stable qualify assurance through integrating the smart and digital process.
-
(2) Important policies of production and sale:
-
A. Strategic Alliance:
Through strategic alliance or direct investment to respond to the rapid changes in market with expansion of business and vertical integration in the development, design, validation, and production of customized precision connectors to the expectation of the customers.
- B. Continued performance improvement:
Through the performance evaluation function of the group to directly manage the indicators and operation performance of all business units of the group.
- C. Development of niche products:
The Company provides integrated engineering service to upgrade the added-value of products. The gravity of production and sale rests with the development of niche models and products with challenge. The Company has successfully completed the development of high voltage wire harness for EC, aviation/navigation/vehicle GPS electronic parts and components, portable body signal devices, x-ray machine, MRI devices, porosity testing device, wind power generator, and also actively involved in the development of industrial controllers, industrial computer, electronic medical devices, PV and wind power generation, and aviation electronic parts and components.
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- D. In-depth development of the iMAGIC industry:
- The Company aligns with the development trend and is engaged in the development of medical use, automotive, green, industrial, and communication connectors and PCBA, and further the development of the parts and components for automated warehouse system, robotic arms, warehouse moving robots, smart power system, unmanned shops, EV charging module, IoT module electric bikes, and drones.
-
Long-term business development plans:
-
(1) The Company will continue to go for high growth through the launch of the strategic matrix (existing customers and products, existing customers and new products, and new customers and new products).
-
(2) The Company planned to establish its production facility in Mexico and expand the production capacity at the plants in USA and Hungary for proximity to customer need.
-
(3) The Company has established a designated body for business development. This body is responsible for keeping track on market situation and the trend of development in the future and also development of the uncultivated niche market.
-
(4) Continue to upgrade the R&D team and fortify its core know-how, and lay hands on frontier industries as early as possible and continue to challenge for products with challenging sophistication.
-
(5) Strategic Alliance: SINBON has proactively sought strategic alliance or joint venture partners through different channels over the years. This would help to bolster the competitive power of the Company and also provide the customers with total solutions in service through the integration of resources.
-
(5) Indulge in sustainability and corporate governance, and voluntarily take part in major ESG rating at global level. SINBON also proactively responds to the SDGs of the United Nations, and gear up with the world for sketching out the strategic road map for sustainability in mid to long-term.
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II. Market, Production and Sale
(I) Market analysis:
Unit: NT$1,000
| Unit: NT$1,000 | Unit: NT$1,000 | ||||
|---|---|---|---|---|---|
| Region of sale | 2021 | 2022 | |||
| Amount | % | Amount | % | ||
| Domestic sale | 1,872,357 | 7.33 |
1,872,357 |
7.33 |
|
| Export sale | USA | 5,338,758 | 20.91 |
5,338,758 |
20.91 |
| Europe | 2,836,630 | 11.11 |
2,836,630 |
11.11 |
|
| Mainland China |
12,504,279 | 48.98 |
12,504,279 |
48.98 |
|
| Others | 2,978,682 | 11.67 |
2,978,682 |
11.67 |
|
| Total | 25,530,706 | 100.00 |
25,530,706 |
100.00 |
(II) Principal use and production process of key items:
| Key items | Principal use or function | Production process |
|---|---|---|
| Electronic peripheral parts: |
Connection cord: PCMCIA signal lines, computer and peripherals cables (I/O Cable), USB Link Cable, Flat Cable, barcode reader input/output interface module, LCD soft PCB, LCD ultra fine coaxial signal cables. Connectors: connectors used in network communication, computer peripherals and consumer electronics. Systems: scanning receivers, USB PEN DRIVE, research and manufacturing services and consumer electronics. |
1. Wire cutting and stripping 2. Terminated 3. Assembly, Crimping 4. Inspection 5. Packing |
| Electronic peripheral parts: |
Manufacturing and sale of power rectifier. | |
| Wireless communication |
Mobile phone transmission line, cell phone connector,antennae,RFID. |
|
| Optoelectronic communication parts and components |
Optoelectronic connector, LED, LCM and high frequency coaxial line. |
123
| Principal use or function | Production process |
|---|---|
| Parts and components for automotive, medical, and industrial use. |
1. SMT 2. Assembly 3. Inspection 4. Packing |
(III) The supply of key materials:
| Name of material |
Suppliers | Status of supply |
|---|---|---|
| Connectors | Hirose,Hsin Cheng | Good,stable |
| Wires | Far East Cable,Staubli | Good,stable |
-
(IV) Names of customers accounting for more than 10% of the total purchase or sale in either of the last 2 years, and the amount and proportion of purchase and sale, also explain the changes:
-
Customers of sale: There was no particular customer accounting for more than 10% of the total sale over the last 2 years.
-
Supplier:
Profiles of key suppliers over the last 2 year
Unit: NT$1,000
| Unit: NT$1,000 | Unit: NT$1,000 | Unit: NT$1,000 | ||||||
|---|---|---|---|---|---|---|---|---|
| 2021 | 2022 | |||||||
| Item | Name |
Amount | Proportion to the total purchase of theyear(%) |
Relation with the issuer |
Name | Amount | Proportion to the total purchase of theyear(%) |
Relation with the issuer |
| 1 | Supplier A | 3,178,177 | 14.63 |
None |
Supplier A | 3,425,698 | 15.44 |
None |
| 2 | Supplier B | 1,263,538 | 5.82 |
None |
Supplier B | 1,069,025 | 4.82 |
None |
| 3 | Others | 17,275,214 | 79.55 |
Others | 17,694,149 | 79.74 |
||
| Netpurchase | 21,716,929 | 100.00 |
Netpurchase | 22,188,872 | 100.00 |
- |
Cause of change: The amount of purchase from Supplier A increased due to the growth of sale of the Company.
Note 1: List out the names of the suppliers accounting for more than 10% of the total purchase over the last 2
years, and the amount and proportion of purchase. Use supplier code if it is specified in the buy-sell agreement that the names of the suppliers or counterparties of trade are individuals and not related-parties that cannot be disclosed.
- Note 2: For companies listed at TWSE or TPEx for the trading of stock have audited or reviewed financial information to the date this report was printed, disclose such information.
124
(V) Production value and volume in the last 2 years
Unit: 1,000 pcs; NT$1,000
| Year | 2021 | 2021 | 2022 | 2022 | ||
|---|---|---|---|---|---|---|
| Production quantity and quality Key items (or bysegment) |
Production capacity |
Production volume |
Production value |
Production capacity |
Production volume |
Production value |
| Wire harness | - | 240,398 | 18,341,376 | - |
299,020 | 23,519,351 |
| Connectors | - | 136,103 | 550,371 |
- |
122,537 | 536,344 |
| Others | - | - | - | - | - | 146,682 |
| Total | - | 376,501 | 18,891,747 | - |
421,557 | 24,202,377 |
Note 1: Production capacity refers to the quantity of production generated with the use of
the production equipment on hand under normal condition after considering for necessary discontinuation of work and holidays.
Note 2: If the production of the products could be substituted, combine the calculation of production capacity and make note on that.
Note 3: The Company is only a dealer of connectors, not manufacturer.
Note 4: Others refers to construction sales.
(VI) Sale volume and value over the last 2 years
Unit: 1,000 pcs; 1,000 pcs; NT$1,000
| Unit: 1,000pcs;1,000pcs;NT$1,000 | Unit: 1,000pcs;1,000pcs;NT$1,000 | Unit: 1,000pcs;1,000pcs;NT$1,000 | Unit: 1,000pcs;1,000pcs;NT$1,000 | |||||
|---|---|---|---|---|---|---|---|---|
| Year Production quantity and quality Key items (or by segment) |
2021 | 2020 | ||||||
| Domestic sale | Export sale | Domestic sale | Export sale | |||||
| Volume | Value | Volume | Value | Volume | Value | Volume | Value | |
| Connection cord | 10,109 | 1,443,139 | 128,207 | 18,272,260 | 10,943 | 1,706,748 | 140,209 | 21,867,118 |
| Connectors | 172,120 | 398,482 | 2,176,042 | 5,044,654 | 185,428 | 460,520 | 2,375,727 | 5,900,247 |
| Others | 2,081 | 27,240 | 26,373 |
344,931 | 1,998 | 322,006 | 25,600 | 318,161 |
| Total | 184,310 | 1,868,861 | 2,330,622 | 23,661,845 | 198,369 | 2,489,274 | 2,541,536 | 28,085,526 |
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- III. The number of employees, the average years of seniority in services, average age, and education in the last 2 years to the date this report was printed:
| Year | 2021 | 2022 | |
|---|---|---|---|
| Number of employees |
Director labor | 4,904 | 4,783 |
| Indirect labor | 2,066 | 2,154 |
|
| Total | 6,970 | 6,937 |
|
| Average age | 30.84 | 33.03 |
|
| Averageyears of seniorityin service | 3.16 | 3.55 |
|
| Education | PhD | 0.04% | 0.04% |
| Master | 1.99% | 2.13% |
|
| College/university | 30.58% | 32.23% |
|
| Senior high school | 31.41% | 30.00% |
|
| Below senior high school | 35.98% | 35.59% |
|
| Total | 100.00% | 100.00% |
-
IV. Information on expenditures on environmental protection:
-
(I) The total amount of loss or penalty due to pollution of the environment in the previous period to the date this report was printed: Not applicable.
-
(II) Policy in the future and possible spending:
-
Zhong Hua Plant in Miaoli
-
(1) The revision of the solid waste cleanup document amounted to NT$10,000.
-
(2) The fee for environmental inspection and testing amounted to NT$10,000.
-
-
Guo Hua Plant in Miaoli
-
(1) For connecting to the sewage system of Miaoli, the adjustment of pipeline at the plant is expected to cost NT$450,000.
-
(2) Improvement of the industrial wastes parking zone is expected to cost NT$150,000.
-
(3) The revision of the solid waste cleanup document amounted to NT$10,000
-
(4) The fee for environmental inspection and testing amounted to NT$15,000.
-
(5) The fee for waste solvents cleanup amounted to NT$120,000.
-
-
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-
V. Labor-Management Relation:
-
(I) The benefit policy, continuing education, training, and retirement system of the employees of the Company and the pursuit of these policies:
- All employees are covered by labor insurance and national health insurance:
The Company will include employees for labor insurance and health insurance coverage as of zero hour on the day the employees reported for duties for the protection of their rights and privileges.
- Group Insurance:
The Company provides group insurance for the employees in accordance with the Regulations Governing Insurance for the Employees. Life insurance, accident insurance, medical insurance for hospitalization and cancer are covered. The amount insured varied with the positions and nature of the duties. The insurance premium will be paid by the budget of the Company that employees are not required to pay at all.
From 2019, dependents of the employees are included in the coverage of injury treatment and hospitalization. The Company will pay for the premium in full amount.
- Routine health examination for the employees:
Employees are the valuable assets of the Company and the health of whose are pivotal to the production capacity of the Company and their family lives. For this reason, the Company provides health examination for personnel at the rank of managers and above once a year. Other employees also receive health examination in accordance with the Occupational Safety and Health Act.
- Employee training:
For alignment with the object of the strategic development of the Group and the satisfaction of the skills and knowledge of the employees required for their jobs, the Company provides a wide array of means and channels for learning. Examples are: internal training, domestic training, overseas study, and reading gathering.
- Employee bonus:
Employees share the profit of growth with the Company. The strong bonding and cohesiveness of the employees yield result under team spirit.
127
-
Employee Welfare Committee:
-
(1) Gifts and allowance for matrimony, bereavement, and celebrity.
-
(2) Pleasure trips for the employees are organized at regular intervals.
-
(3) Different kinds of social functions were organized for enhancing communication and harmony.
-
(4) Gift voucher or gifts for festivals and birthday celebration.
-
(5) Entered into agreement with several shops to provide discount price and special offer for the employees.
-
(6) Allowances for hospitalization, and relief from disasters.
-
(7) Scholarship for employees in continuing education.
-
(8) Seminars on professional topics from time to time
-
Employee retirement system:
The Company appropriates for the pension reserve of employees monthly in accordance with the “Labor Pension Act” thereby at least 6% of the monthly salary of each employee will be deposited in their respective personal pension fund account at the Labor Insurance Bureau. The Company recognized the amount of NT$62,526 thousand and NT$60,074 thousand, respectively, in 2022 and 2021 for appropriation under the plan.
Under the Regulations Governing Pension Fund of Employees established in accordance with the “Labor Standards Act”, the payment of pension to employees is based on the basic points of the years of service and the average monthly salary of the employee at the time of approval for retirement. For those whose service seniority is 15 years or less, 2 basic points will be given for each year of service. For service seniority over 15 years, 1 basic point will be given for each year of service with accumulation of up to 45 basic points. The Company appropriates 2% of the total salaries as pension reserve monthly as required, and deposit at the special account of the Bank of Taiwan under the account title of Labor Pension Reserve Monitoring Committee. As of December 31 2022, the Company appropriated NT$9,600 thousand under the defined benefit plan for the next year at the present value of NT$134,168 thousand for the defined benefit obligation. The net defined benefit liabilities amounted to NT$53,501 thousand. Application with the Company for retirement may be made via the electronic signature system or file with HR Department.
128
8. Free parking:
- Parking is a problem at the Taipei Office. The Company spares a budget for renting a parking lot for the free parking of the employees.
9. The following leave and holidays are senior to the requirement under the Labor Standards Act:
- (1) Maternity leave: the mandatory leave for maternity is 56 days while the Company offers 61 days.
- (2) The “Leave for caring of parents or spouse suffering critical illness or injuries” is senior to the Labor Standards Act: this kind of leave is not required by law. The Company just expresses its concern for the employees in circumstances of the sudden critical illness or injuries of their parents or spouse that they must have sufficient time for related arrangement and caring of their love ones. Accordingly, employees may take 10 days off in the first and the second half of the first year of critical illness or injuries of their parents or spouse, respectively, under the provision of “Leave for caring of parents or spouse suffering critical illness or injuries”.
- (3) Leave with pay: Further to the 14 days of leave without pay for personal reason under the Labor Standards Act, the Company offers the employees 7 days of “persona leave with pay”.
-
(II) Loss caused by Labor-Management dispute in the previous period to the date this report was printed: not applicable.
-
VI. Information Security Management:
-
(I) The framework of information security risk management
-
The Company has established the Information Security Management Committee charged with the duties of approving information security policies. The committee has a subordinated body, the Information Security Department, which is responsible for the reporting and pursing the information security policy of the Group, the advocacy and proper pursuit of related measures for assurance of the security of the information system in ongoing operation.
-
The Auditing Office is the supervisory body of information security, and is responsible for the audit of information security, proposition of corrective action plan and tracking with the status of rectification to reduce information security risk.
-
129
(II) The information security policy and action plans
==> picture [393 x 221] intentionally omitted <==
-
Protection of the confidentiality, integrity and usability of the information operation of the Company for sustainability.
-
For assuring the information security of the Company and proper access control, and the privacy of information.
-
The implementation of information security policies of the Company includes the following:
-
(1) Formation of cross-function information security organization to map out, advocate, enforce and continue improvement plan for assuring an information environment secure for ongoing operation.
-
(2) Conduct risk assessment and management of information security at regular intervals, and implement relevant control measures properly.
-
(3) Provide information security education and training at regular intervals to upgrade the awareness of information security and protection, and related rules of operation.
-
(4) Establish a secure and reliable information system environment for assisting the sustainable development of business at the Company. Install appropriate backup and monitoring mechanisms for vital information system or equipment with routine exercise drill for assuring normal functioning.
-
(5) Establish the reporting and responding procedures for critical information security events with appropriate and timely response and recover within specific period of time to avoid spillover of the damage.
130
- (6) The following control measures were taken as vital information security tasks:
| Item | Explanation | Processing |
|---|---|---|
| Control of user ID and access |
Management of account access and operatingsystem. |
User ID and access control |
| Access control | System access and data transmission management measures |
System access control and user management |
| Threat | System weak points and malicious intrusion |
1. Weak point scanning, 2. Antivirus protection, 3. Screeningof behavior |
| Usability | State of service of the system and response to interruption |
1. System monitoring and alarm system 2. Equipment failure and response 3. Backup and alternate backup mechanism 4. Disaster recovery exercise drill |
(III) Resources committed to information security management
The Company has committed massive resources for the development of good people for many years. Further to the staffing with information security personnel internally, the Company also outsources for information security diagnosis. If the test result indicated the existence of loopholes, the Company will require to fixing the problem and conduct a new round of test within designated period of time.
The Company provides information security education and training at regular intervals and has 100% attainment towards the goal. In addition, the Company also arranges professional training programs on information security and personal information in system management, network management, program development, information security management, information security testing, personal information protection and related fields of specialization.
Continue to improve the information system of the organization, and prevent possible loophole from internal information system security. Complete of the exercise drill in external phishing email (social engineering) in 2022, and started to introduce the ISO 27001 system. It is expected that accreditation can be accomplished in 2023. With the 3 layers of security
131
management in planning, prevention, continued monitoring, and response to emergency, the Company will continue to fortify the management process of information security for the effective assessment and management of risk.
- (IV) The loss, possible influence caused by critical information security incidents in the previous period to the date this report was printed, and the policy in response to the situation. If reasonable assessment is impossible, explain why.
Not applicable
VII. Important agreements:
| Nature of agreements |
Contracting parties |
Perpetuity of the agreements |
Summary of the content |
Restrictive clause |
|---|---|---|---|---|
| Agreement with Suppliers on Special Arrangement |
P |
August 22 2017 ~ the last day of the arrangement |
SINBON engaged in a joint venture with Company P for tooling development. The parties hereto entered into an agreement on this joint venture for assuring the ownership and right of use of the intellectual property rights thereof. |
None |
| Dealership agreement |
C | July 15 2015 ~ | SINBON distributes the products made by Company C as a dealer, the parties hereto entered into an agency agreement for defining the regions of sales and commission. |
None |
132
| MOU on joint venture |
E | November 18 2016 ~ | The parties entered into an MOU for the consent of SINBON in assisting Company E in capacity expansion. Company E promises on the purchasequantity. |
None |
|---|---|---|---|---|
| Supplier agreements |
A | January 25 2018 | SINBON is the supply chain of Company A, and entered into an agreement with Company A On supply |
None |
| Design agreements |
M |
August 18 2017 | SINBON conducts R&D on products for Company M. The parties hereto entered into an agreement on design joint-venture. |
None |
| Manufacturing Agreement |
A |
July 01 2019 ~ | SINBON is the supplier of Company A. The parties hereto enter into an agreement on supply |
None |
| Parts and Components Purchase Agreement |
A | September 12 2019 ~ | SINBON is a supplier of parts and components to Party A. The parties hereto entered into an agreement on the production and supply of related parts and components. |
None |
133
| Equity Joint-Venture Agreement |
V | May 19 2020 | SINBON and affiliate Company T invest in Company V |
SINBON and affiliate Company T cannot provide production and assembly service to competitors engaged in the same business as CompanyV. |
|---|---|---|---|---|
| Agreement pertinent to equity joint-venture |
N | June 14 2018 | Company N invests in SINBON affiliate Company R and provides related technical licensing, and run Company R injoint effort. |
None |
| Agreement pertinent to equity joint-venture |
I | April 15 2021 ~ | SINBON and Company I engaged in equity joint-venture for the development of green energy. |
None |
| Procurement agreement |
J | July 20 2022 ~ | SINBON is the supplier of Company J. The parties hereto enter into an agreement on supply |
None |
134
Chapter VI. Financial Information
-
I. Condensed Balance Sheet and Comprehensive Income Statement (2018-2022) Specify the names of the independent auditors and audit opinion:
-
(I) Condensed Balance Sheet and Comprehensive Income Statement:
Condensed Balance Sheet (Consolidated under IFRS)
| Condensed Balance Sheet (Consolidated under IFRS) | Condensed Balance Sheet (Consolidated under IFRS) | Condensed Balance Sheet (Consolidated under IFRS) | Condensed Balance Sheet (Consolidated under IFRS) | Condensed Balance Sheet (Consolidated under IFRS) | Condensed Balance Sheet (Consolidated under IFRS) | |
|---|---|---|---|---|---|---|
| Unit: NT$1,000 | ||||||
| Year Item |
Financial Information (2018-2022) (Note 1) |
|||||
| 2018 (Audited) |
2019 (Audited) |
2020 (Audited) |
2021 (Audited) |
2022 (Audited) |
||
| Current assets | 11,361,548 | 13,568,882 |
19,087,028 |
22,056,872 |
27,654,708 |
|
| Property, plant and equipment(Note 2) |
1,854,001 | 2,154,817 |
2,701,729 |
2,828,071 |
3,042,740 |
|
| Intangible assets | 94,820 | 91,601 |
70,899 |
48,226 |
41,422 |
|
| Other assets(Note 2) | 177,400 | 353,925 |
323,964 |
441,705 |
545,214 |
|
| Total assets | 14,201,536 | 17,184,967 |
23,683,043 |
27,148,720 |
32,977,383 |
|
| Current liabilities |
Cum-dividend | 6,981,572 |
8,823,257 |
11,793,084 |
14,376,646 |
17,785,324 |
Ex-dividend |
8,008,194 | 10,056,977 |
13,260,588 |
16,017,504 |
Undistributed |
|
| Non-current liabilities | 423,332 | 564,497 |
2,121,826 |
1,636,694 |
1,718,995 |
|
| Total liabilities |
Cum-dividend | 7,404,904 |
9,387,754 |
13,914,910 |
16,013,340 |
19,504,319 |
Ex-dividend |
8,431,526 | 10,621,474 |
15,382,414 |
17,654,198 |
Undistributed |
|
| Shareholders equity attributable to the parent company |
6,572,643 | 7,517,407 |
9,154,788 |
10,357,746 |
12,633,499 |
|
| Capital stock | 2,266,954 | 2,326,694 |
2,327,775 |
2,342,060 |
2,385,041 |
|
| Additional paid-in capital |
904,086 | 1,228,781 |
1,885,096 |
2,190,472 |
3,067,205 |
|
| Retained earnings |
Cum-dividend |
3,743,536 |
4,443,155 |
5,341,646 |
6,207,190 |
7,451,950 |
| Ex-dividend | 2,716,914 | 3,209,435 |
3,874,142 |
4,566,332 |
Undistributed |
|
| Other equities | (341,933) | (481,223) | (399,729) | (381,976) | (270,697) | |
| Treasuryshares | - | - |
- |
- |
- |
|
| Non-controlling interests |
223,989 | 279,806 |
613,345 |
777,634 |
839,565 |
|
| Total equity |
Cum-dividend | 6,796,632 |
7,797,213 |
9,768,133 |
11,135,380 |
13,473,064 |
| Ex-dividend | 5,770,010 | 6,563,493 |
8,300,629 |
9,494,522 |
Undistributed |
Note 1: Financial information covering 2018~2022 were audited.
Note 2: No reappraisal of assets has been conducted over the years.
Note 3: The proposal for distribution of earnings in 2022 was pending on the final decision of the General Meeting of Shareholders. The ex-dividend amount was not disclosed.
-
Note 4: The financial information of the Company has not been rectified or recompiled upon the notification of the competent authority.
-
135 -
Condensed Balance Sheet (Separate under IFRS)
Unit: NT$1,000
| Unit: NT$1,000 | Unit: NT$1,000 | Unit: NT$1,000 | Unit: NT$1,000 | |||
|---|---|---|---|---|---|---|
| Year Item |
Financial Information (2018-2022) (Note 1) | |||||
| 2018 (Audited) |
2019 (Audited) |
2020 (Audited) |
2021 (Audited) |
2022 (Audited) |
||
| Current assets | 2,840,557 | 3,106,100 |
5,508,374 |
6,081,057 |
7,806,293 |
|
| Property, plant and equipment(Note 2) |
518,658 | 526,522 |
673,018 |
704,798 |
786,077 |
|
| Intangible assets | - | - |
- |
- |
- |
|
| Other assets(Note 2) | 24,773 | 136,430 |
99,479 |
198,328 |
106,096 |
|
| Total assets | 10,126,114 | 11,221,369 |
15,277,067 |
17,147,563 |
20,449,609 |
|
| Current liabilities |
Cum-dividend | 3,276,402 |
3,402,927 |
4,158,829 |
5,283,238 |
6,227,963 |
Ex-dividend |
4,303,024 | 4,636,647 |
5,626,333 |
6,924,096 |
Undistributed |
|
| Non-current liabilities | 277,069 | 301,035 |
1,963,450 |
1,506,579 |
1,588,147 |
|
| Total liabilities |
Cum-dividend | 3,553,471 |
3,703,962 |
6,122,279 |
6,789,817 |
7,816,110 |
Ex-dividend |
4,580,093 | 4,937,682 |
7,589,783 |
8,430,675 |
Undistributed |
|
| Shareholders equity attributable to the parent company |
6,572,643 | 7,517,407 |
9,154,788 |
10,357,746 |
12,633,499 |
|
| Capital stock | 2,266,954 | 2,326,694 |
2,327,775 |
2,342,060 |
2,385,041 |
|
| Additional paid-in capital |
904,086 | 1,228,781 |
1,885,096 |
2,190,472 |
3,067,205 |
|
| Retained earnings |
Cum-dividend |
3,743,536 |
4,443,155 |
5,341,646 |
6,207,190 |
7,451,950 |
| Ex-dividend | 2,716,914 | 3,209,435 |
3,874,142 | 4,566,332 | Undistributed |
|
| Other | equities | (341,933) | (481,223) | (399,729) | (381,976) | (270,697) |
| Treasuryshares | - | - |
- |
- |
- |
|
| Non-controlling interests |
- | - |
- |
- |
- |
|
| Total equity |
Cum-dividend | 6,572,643 |
7,517,407 |
9,154,788 |
10,357,746 |
12,633,499 |
| Ex-dividend | 5,546,021 | 6,283,687 |
7,687,284 |
8,716,888 |
Undistributed |
Note 1: Financial information covering 2018~2022 were audited.
Note 2: No reappraisal of assets has been conducted over the years.
Note 3: The proposal for distribution of earnings in 2022 was pending on the final decision of the General Meeting of Shareholders. The ex-dividend amount was not disclosed.
Note 4: The financial information of the Company has not been rectified or recompiled upon the notification of the competent authority.
- 136 -
Condensed Comprehensive Income Statement (Consolidated under IFRS)
| Condensed Comprehensive Income Statement (Consolidated under IFRS) | Condensed Comprehensive Income Statement (Consolidated under IFRS) | Condensed Comprehensive Income Statement (Consolidated under IFRS) | Condensed Comprehensive Income Statement (Consolidated under IFRS) | Condensed Comprehensive Income Statement (Consolidated under IFRS) | Condensed Comprehensive Income Statement (Consolidated under IFRS) |
|---|---|---|---|---|---|
| Unit: NT$1,000 | |||||
| Year Item |
Financial Information(2018-2022) (Note 1) |
||||
| 2018 (Audited) |
2019 (Audited) |
2020 (Audited) |
2021 (Audited) |
2022 (Audited) |
|
| Revenue | 15,645,253 | 17,886,170 | 21,797,542 | 25,530,706 | 30,574,800 |
| Gross profit | 3,919,945 | 4,589,668 |
5,585,997 |
6,409,195 |
7,731,524 |
| Operating income | 1,631,689 | 1,892,758 |
2,649,177 |
2,787,859 |
3,326,449 |
| Non-operating incomes and expenses |
288,379 | 276,405 |
78,689 |
240,841 |
516,016 |
| Net income before tax | 1,920,068 | 2,169,163 |
2,727,866 |
3,028,700 |
3,842,465 |
| Net income of continued operations |
1,371,529 | 1,677,851 |
2,183,500 |
2,487,829 |
3,023,030 |
| Loss from discontinued operations |
- | - |
- |
- |
- |
| Net income (loss) | 1,371,529 | 1,677,851 |
2,183,500 |
2,487,829 |
3,023,030 |
| Other comprehensive income(after tax) |
25,083 | (136,197) |
91,276 |
19,807 |
122,190 |
| Total comprehensive income |
1,396,612 | 1,541,654 |
2,274,776 |
2,507,636 |
3,145,220 |
| Net income attributable to the shareholders of parent company |
1,413,477 | 1,718,511 |
2,113,868 |
2,331,502 |
2,880,553 |
| Net income attributable to non-controlling interests |
(41,948) | (40,660) |
69,632 |
156,327 |
142,477 |
| Total comprehensive income attributable to shareholders of parent company |
1,441,241 | 1,586,951 |
2,213,705 |
2,350,660 |
2,996,877 |
| Total comprehensive income attributable to non-controlling interests |
(44,629) | (45,297) |
61,071 |
156,976 |
148,343 |
| Earnings per share | 6.26 | 7.47 |
9.08 |
10.00 |
12.22 |
Note 1: Financial information covering 2018~2022 were audited.
Note 2: Loss from discontinued operation is presented by the net amount after taxation.
Note 3: The financial information of the Company has not been rectified or recompiled upon the notification of the competent authority.
- 137 -
Condensed Comprehensive Income Statement (Separate under IFRS)
Unit: NT$1,000
| Unit: NT$1,000 | Unit: NT$1,000 | Unit: NT$1,000 | Unit: NT$1,000 | Unit: NT$1,000 | |
|---|---|---|---|---|---|
| Year Item |
Financial Information (2018-2022) (Note 1) |
||||
| 2018 (Audited) |
2019 (Audited) |
2020 (Audited) |
2021 (Audited) |
2022 (Audited) |
|
| Revenue | 5,035,927 | 4,899,284 |
5,570,753 |
6,928,235 |
7,691,998 |
| Gross profit | 1,285,215 | 1,258,919 |
1,350,582 |
1,685,433 |
2,062,122 |
| Operating income | 471,163 | 313,250 |
324,942 |
492,367 |
471,073 |
| Non-operating incomes and expenses |
1,174,503 | 1,680,569 |
2,121,339 |
2,248,442 |
2,933,776 |
| Net income before tax | 1,645,666 | 1,993,819 |
2,446,281 |
2,740,809 |
3,404,849 |
| Net income of continued operations |
1,413,477 | 1,718,511 |
2,113,868 |
2,331,502 |
2,880,553 |
| Loss from discontinued operations |
- | - |
- |
- |
- |
| Net income (loss) | 1,413,477 | 1,718,511 |
2,113,868 |
2,331,502 |
2,880,553 |
| Other comprehensive income(after tax) |
27,764 | (131,560) |
99,837 |
19,158 |
116,324 |
| Total comprehensive income |
1,441,241 | 1,586,951 |
2,213,705 |
2,350,660 |
2,996,877 |
| Net income attributable to the shareholders of parent company |
- | - |
- |
- |
- |
| Net income attributable to non-controlling interests |
- | - |
- |
- |
- |
| Total comprehensive income attributable to shareholders of parent company |
- | - |
- |
- |
- |
| Total comprehensive income attributable to non-controlling interests |
- | - |
- |
- |
- |
| Earningsper share | 6.26 | 7.47 |
9.08 |
10.00 |
12.22 |
Note 1: Financial information covering 2018~2022 were audited
Note 2: Loss from discontinued operation is presented by the net amount after taxation.
Note 3: The financial information of the Company has not been rectified or recompiled upon the notification of the competent authority.
- 138 -
(II) Names of Independent Auditors in 2018~2022, and audit opinions:
| Year | Name of Independent Auditor |
Audit Opinion | Remark |
|---|---|---|---|
| 2018 | Ernst & Young, Taiwan Tzu-Ping, Huang, CPA Hung-Kuang,Lin,CPA |
Unqualified with Emphasis-of-Matter and Other-Matter Paragraphs |
|
| 2019 | Ernst & Young, Taiwan Tzu-Ping, Huang, CPA Ming-Hung,Chen,CPA |
Unqualified with Emphasis-of-Matter and Other-Matter Paragraphs |
|
| 2020 | Ernst & Young, Taiwan Tzu-Ping, Huang, CPA Ming-Hung,Chen,CPA |
Unqualified with Emphasis-of-Matter and Other-Matter Paragraphs |
|
| 2021 | Ernst & Young, Taiwan Tzu-Ping, Huang, CPA Ming-Hung,Chen,CPA |
Unqualified with Emphasis-of-Matter and Other-Matter Paragraphs |
|
| 2022 | Ernst & Young, Taiwan Wen-Chen, Lo, CPA Ming-Hung,Chen,CPA |
Unqualified with Emphasis-of-Matter and Other-Matter Paragraphs |
- 139 -
II. Financial Analysis 2018~2022:
(I) Financial Analysis:
| (I) Financial Analysis: |
(I) Financial Analysis: |
|||||
|---|---|---|---|---|---|---|
| Year (Note 1) Item of analysis (Note 2) |
Financial Analysis 2018~2022 (Consolidated under IFRS) |
|||||
2018 (Audited) |
2019 (Audited) |
2020 (Audited) |
2021 (Audited) |
2022 (Audited) |
||
| Financial structure |
Liabilities to assets ratio(%) |
52.14 | 54.63 |
58.75 |
58.98 |
59.14 |
| Long-term capital to property, plant and equipment ratio(%) |
367.01 | 362.22 |
419.57 |
429.29 |
474.60 |
|
| Ability to repay debt |
Current ratio | 162.74 | 153.79 |
161.85 |
153.42 |
155.49 |
| Quick ratio | 108.69 | 100.36 |
105.09 |
77.87 |
81.52 |
|
| Debt service coverage ratio |
45.27 | 45.30 |
56.54 |
39.36 |
46.58 |
|
| Utility | Accounts receivable turnover(time) |
3.83 | 3.73 |
3.45 |
3.55 |
3.90 |
| Average days of cash receipt |
95 | 98 |
106 |
103 |
94 |
|
| Inventory turnover (time) |
3.64 | 3.21 |
2.95 |
2.29 |
2.00 |
|
| Accounts payable turnover(time) |
4.01 | 4.10 |
3.61 |
3.32 |
3.51 |
|
| Average days of sale | 100 | 114 |
124 |
159 |
182 |
|
| Property, plant and equipment turnover (time) |
9.37 | 8.92 |
8.98 |
9.23 |
10.42 |
|
| Total assets turnover (time) |
1.17 | 1.14 |
1.07 |
1.00 |
1.02 |
|
| Profitability | Return on assets(%) | 10.53 | 10.95 |
10.88 |
10.04 |
10.28 |
| Return on equity (%) | 20.95 | 22.99 |
24.86 |
23.80 |
24.57 |
|
| Net income before tax to paid-in capital ratio (%) (Note 6) |
84.7 |
93.23 |
117.19 |
129.32 |
161.11 |
|
| Netprofit rate(%) | 8.77 | 9.38 |
10.02 |
9.74 |
9.89 |
|
| Earnings per share (NTD) |
6.26 | 7.47 |
9.08 |
10.00 |
12.22 |
- 140 -
| Year (Note 1) Item of analysis (Note 2) |
Year (Note 1) Item of analysis (Note 2) |
Financial Analysis 2018~2022 (Consolidated under IFRS) |
Financial Analysis 2018~2022 (Consolidated under IFRS) |
Financial Analysis 2018~2022 (Consolidated under IFRS) |
Financial Analysis 2018~2022 (Consolidated under IFRS) |
Financial Analysis 2018~2022 (Consolidated under IFRS) |
|---|---|---|---|---|---|---|
| 2018 (Audited) |
2019 (Audited) |
2020 (Audited) |
2021 (Audited) |
2022 (Audited) |
||
| Cash flow | Cash flow rate(%) | 4.92 | 19.21 |
4.64 |
9.35 |
13.98 |
| Cash flow adequacy rate(%) |
78.45 | 81.73 |
44.86 |
30.72 |
35.76 |
|
| Cash reinvestment rate(%) |
(6.54) | 6.95 |
(5.19) |
(0.82) |
4.95 |
|
| Leverage | Operation leverage | 2.31 | 2.36 |
2.03 |
2.22 |
2.23 |
| Financial leverage | 1.03 | 1.03 |
1.02 |
1.03 |
1.03 |
|
| Explain the cause of the change in financial ratios over the previous 2 periods. (Analysis is not required for changes below 20%) I. The change in net income before tax to paid-in capital ratio is caused by the increase of net income before tax. II. The change in cash flow rate is caused by the increase of net cash flow from operation. III. The change in cash reinvestment ratio is caused by increase of net cash flow from operation. |
| Year (Note 1) Item of analysis(Note 2) |
Year (Note 1) Item of analysis(Note 2) |
Financial Analysis 2018~2022 (Separate under IFRS) |
Financial Analysis 2018~2022 (Separate under IFRS) |
Financial Analysis 2018~2022 (Separate under IFRS) |
Financial Analysis 2018~2022 (Separate under IFRS) |
Financial Analysis 2018~2022 (Separate under IFRS) |
|---|---|---|---|---|---|---|
| 2018 (Audited) |
2019 (Audited) |
2020 (Audited) |
2021 (Audited) |
2022 (Audited) |
||
| Financial structure |
Liabilities to assets ratio(%) |
35.09 | 33.01 |
40.07 |
39.60 |
38.22 |
| Long-term capital to property, plant and equipment ratio(%) |
1,267.24 | 1,427.75 | 1,591.97 | 1,610.69 | 1,728.11 | |
| Ability to repay debt |
Current ratio | 86.7 | 91.28 |
132.45 |
115.10 |
125.34 |
| Quick ratio | 67.2 | 69.69 |
88.97 |
66.89 |
69.96 |
|
| Debt service coverage ratio |
91.84 |
156.5 |
160.36 |
95.71 |
115.54 |
|
| Accounts receivable turnover(time) |
4.65 | 4.5 |
4.12 |
4.37 |
4.56 |
|
| Utility | Average days of cash receipt |
78 | 81 |
89 |
84 |
80 |
- 141 -
| Year (Note 1) Item of analysis (Note 2) |
Year (Note 1) Item of analysis (Note 2) |
Financial Analysis 2018~2022 (Separate under IFRS) |
Financial Analysis 2018~2022 (Separate under IFRS) |
Financial Analysis 2018~2022 (Separate under IFRS) |
Financial Analysis 2018~2022 (Separate under IFRS) |
Financial Analysis 2018~2022 (Separate under IFRS) |
|---|---|---|---|---|---|---|
| 2018 (Audited) |
2019 (Audited) |
2020 (Audited) |
2021 (Audited) |
2022 (Audited) |
||
| Inventory turnover (time) |
6.16 | 5.3 |
3.29 |
2.49 |
2.02 |
|
| Accounts payable turnover(time) |
4.06 | 3.97 |
3.56 |
3.82 |
4.23 |
|
| Average days of sale | 59 | 69 |
111 |
146 |
181 |
|
| Property, plant and equipment turnover (time) |
12.65 | 9.38 |
9.29 |
10.06 |
10.32 |
|
| Total assets turnover (time) |
0.51 | 0.46 |
0.42 |
0.43 |
0.41 |
|
| Profitability | Return on assets(%) | 14.33 | 16.20 |
16.05 |
14.52 |
15.45 |
| Return on equity (%) | 22.33 | 24.39 |
25.36 |
23.90 |
25.06 |
|
| Net income before tax to paid-in capital ratio(%) (Note 6) |
72.59 | 85.69 |
105.09 |
117.03 |
142.76 |
|
| Netprofit rate(%) | 28.07 | 35.08 |
37.95 |
33.65 |
37.45 |
|
| Earnings per share (NTD) |
6.26 | 7.47 |
9.08 |
10.00 |
12.22 |
|
| Cash flow | Cash flow rate(%) | 5.53 | 7.31 |
12.89 |
0.22 |
17.71 |
| Cash flow adequacy rate(%) |
30.32 | 28.11 |
24.92 |
2.68 |
11.67 |
|
| Cash reinvestment rate(%) |
(10.18) | (9.63) |
(6.22) |
(12.17) |
(3.73) |
|
| Leverage | Operation leverage | 2.45 | 3.53 |
3.66 |
3.06 |
3.89 |
| Financial leverage | 1.04 | 1.04 |
1.05 |
1.06 |
1.07 |
|
| Explain the cause of the change in financial ratios over the previous 2 periods. (Analysis is not required for changes below 20%) I. The change in debt service coverage ratio is caused by the increase of net income. II. The change in average days of sale is caused by the increase of inventory at the ending of the period. III. The change in net income before tax to paid-in capital ratio is caused by the increase of net income before tax. IV. The change in cash flow adequacy ratio is caused by the increase of net cash flow from operation. V. The change in operation leverage is caused bythe increase of revenue. |
- 142 -
Note 1: The information on financial analysis 2018~2022 were audited.
Note 2: The following equations should be presented at the end of this statement.
-
Financial structure
-
(1) Liabilities to assets ratio
=total liabilities / total assets. -
(2) Long-term capital to property, plant and equipment ratio = (total equity + non-current liabilities) / net value of property, plant and equipment.
-
Ability to repay debt
-
(1) Current ratio = current assets / current liabilities.
-
(2) Quick ratio = (current assets - inventory - prepaid expenses) / current liabilities.
-
(3) Debt service coverage ratio = net income before income tax and interests expenses / interest expenses for the current period.
-
Utility
-
(1) Accounts receivable (including accounts receivable and bills receivable arising from business operation) turnover rate = net sales of goods / average receivables for different periods (including balance of accounts receivable and bills receivable arising from business operation).
-
= -
(2) Average days of cash receipt 365 / accounts receivable turnover.
-
(3) Inventory turnover rate = operating costs / average inventory (including inventory and construction work in progress).
-
(4) Accounts payable (including accounts payable and bills payable arising from business operation) turnover rate = operating costs / average payable for different period (including accounts payable and bills payable arising from business operation).
-
(5) Average days of sale = 365 / inventory turnover rate.
-
(6) Property, plant and equipment turnover rate = net sales / average net worth of property, plant and equipment.
-
(7) Total asset turnover rate = net sales / total average assets.
-
Profitability
-
(1) Return on asset = (profit or loss after tax + interests expenses × (1 - tax rate)) / average total assets
-
(2) Return on equity = profit and loss after tax / net average shareholders’ equity
-
(3) Net profit rate = profit and loss after tax / net sales of goods.
-
(4) Earnings per share = (Income attributable to shareholders of parent company - preferred share dividend) / weighted average of outstanding shares (Note 4)
-
Cash flow
-
(1) Cash flow ratio = net cash flow due to operating activities / current liabilities.
-
(2) Net cash flow adequacy rate = net cash flow from operating activities over the current five years / (capital expenditure + increase in inventory + cash dividends) for the current five years)
-
(3) Cash re-investment ratio = (net cash flow from operation - cash dividends) / (gross property, plant and equipment + long-term investment + other non-current assets + working capital). (Note 5)
-
Leverage:
-
(1) Operation leverage = (net sale - variable operating costs and expenses) / operating income. (Note 6)
-
(2) Financial leverage = operating income / (operating income - interests
-
143 -
expenses)
-
Note 3: Pay close attention to the following when using the aforementioned equation to calculate the earnings per shares:
-
Based on the weighted average quantity of outstanding shares, not the quantity of shares issued by the end of the year.
-
Consider the duration of any shares issued for raising new capital or treasury shares in circulation in the calculation of the weighted average quantity of shares.
-
If there are new shares through capitalization of retained earnings or capitalization of additional paid-in capital, adjustment in proportion of the capitalization in retrospect should be taken into account in the calculation of the earnings per share of the previous period and mid-term. The outstanding period of these new shares could be omitted.
-
If the preferred shares are nonconvertible accumulative preferred shares, the dividend for the year (paid out or not) should be subtracted from net income, or add to net loss. If the preferred shares are noncumulative by nature, and there is net income, dividend to preferred shares should be subtracted from net income. No adjustment is necessary if it is net loss.
-
Note 4: Pay close attention to the following in measurement through cash flow analysis:
-
Net cash flow from operation refers to the amount of net cash inflow from operation as presented in the statement of cash flows.
-
Capital expenditure refers to the cash outflow in each year for capital investment.
-
The increase of inventory is only accounted for when the balance at the end of the period is greater than the beginning of the period. If there is decrease of inventory at the end of the year, put zero in the calculation.
-
Cash dividend includes the cash dividend paid to common shares and preferred shares.
-
Gross property, plant and equipment refers to the property, plant and equipment before deducting accumulated depreciations.
-
Note 5: Issuers shall classify the cost of operation and operating expenses into fixed cost / expense and variable cost / expense. If estimation or subjective judgment is involved, make sure it is justifiable and consistent.
-
Note 6: If the stock issued by the Company has no face value or the face value is not NT$10/share, calculate the aforementioned ratio to paid-in capital by taking the ratio of the shareholder equity attributable to the shareholders of the parent company as presented in the balance sheet.
-
144 -
-
III. Supervisors or Auditing Committee Review Report on the Financial Statements of the Previous Period:
SINBON Electronics Co., Ltd.
Review Report of Auditing Committee
The Board of Directors prepared the 2022 Separate Financial Statements and Consolidated Financial Statements of SINBON Electronics Co., Ltd., which have been audited by the Independent Auditors from Ernst & Young, Taiwan, Wen-Chen, Lo, CPA, and Ming-Hung, Chen, CPA. These financial statements and the Business Report and Proposal for Distribution of Earnings have been reviewed by the Auditing Committee. In our opinion, these statements and reports were proper in compliance with the Company Act and other applicable legal rules, and hereby presented for your approval pursuant to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.
To
General Meeting of Shareholders of SINBON Electronics Co., Ltd.
SINBON Electronics Co., Ltd.
Convener of Auditing Committee, Ho-Min, Chen
March 9 2023
-
145 -
-
IV. The financial report of the previous period, including the Independent Auditors Report, the Balance Sheet, Comprehensive Income Statement, Statement of Change in Shareholders Equity, Statement of Cash Flows and notes to the financial statements covering the two periods for comparison:
Independent Auditors’ Report Translated from Chinese
To SINBON Electronics Co., Ltd.
Opinion
We have audited the accompanying consolidated balance sheets of SINBON Electronics Co., Ltd. and its subsidiaries (the “Group”) as of 31 December 2022 and 2021, and the related consolidated statements of comprehensive income, changes in equity and cash flows for the years ended 31 December 2022 and 2021, and notes to the consolidated financial statements, including the summary of significant accounting policies (together “the consolidated financial statements”).
In our opinion, based on our audits and the reports of other auditors (please refer to the Other Metter – Making Reference to the Audits of Component Auditors section of our report), the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Group as of 31 December 2022 and 2021, and their consolidated financial performance and cash flows for the years ended 31 December 2022 and 2021, in conformity with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed and became effective by Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in 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 (the “Norm”), and we have fulfilled our other
- 146 -
ethical responsibilities in accordance with the Norm. Based on our audits and the reports of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of 2022 consolidated financial statements. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
1. Valuation for inventories
As of 31 December 2022, the Group’s net inventories amounted to NT$12,256,145 thousand. Net inventories accounted for 37% of consolidated total assets, which was considered material in the consolidated statements. As the fluctuation in market demand and the fast-changing technology could cause losses of obsolete and slow-moving inventories, the assessment of the inventory write-downs require significant management judgement. We therefore determined this a key audit matter.
Our audit procedures included, but not limited to, understanding and testing the adequacy of accounting policy around obsolete and slow-moving inventories; evaluating stocktaking plan and selecting important storage locations to observe inventory counts to ensure inventory quantities and status; obtaining inventory aging schedule to test whether inbound and outbound records are accurate; re-calculating the unit cost of inventories; and evaluating and testing net realizable value adopted by management. We also assessed the adequacy of disclosures of financial assets. Please refer to Notes 5 and 6 to the Group’s consolidate financial statements.
2. Impairment of accounts receivable
As of 31 December 2022, gross accounts receivable and loss allowance by the Group amounted to NT$7,213,711 thousand and NT$76,116 thousand, respectively. Net accounts receivable accounted for 22% of consolidated total assets. Since the loss allowance of account receivables is measured by the expected credit loss for the duration of the account receivables, it is necessary to divide account receivables into groups in the process of measurement and analyze the application of related assumptions, including appropriate aging intervals and their respective loss rate. As the measurement of expected credit loss involves making judgment, analysis and
- 147 -
estimates, and the result will affect the net account receivable, we therefore determined this a key audit matter.
Our audit procedures included, but not limited to, analyzing the appropriateness of the grouping of account receivables and confirming whether customers with significantly different credit loss types are grouped by similar risk characteristics. Testing the provision matrix, including evaluating the appropriateness of the aging intervals and the accuracy of the basic data by reviewing the original certificates; testing the related statistics information of loss rate based on the rolling rate within one year. We also assessed the adequacy of disclosures of financial assets. Please refer to Notes 5 and 6 to the Group’s consolidate financial statements.
Other Matter– Making Reference to the Audits of Component Auditors
As explained in Note 4(3), we did not audit the financial statements of certain consolidated subsidiaries, which statements reflected total assets of NT$7,415,475 thousand and NT$5,846,770 thousand, both constituting 22% of consolidated total assets as of 31 December 2022 and 2021 and total operating revenues of NT$8,704,838 thousand and NT$7,159,405 thousand, both constituting 28% of consolidated operating revenues for the years ended 31 December 2022 and 2021. Those financial statements were audited by other auditors, whose reports thereon have been furnished to us, and our opinions expressed herein are based solely on the audit reports of the other auditors. We did not audit the financial statements of certain associates and joint ventures accounted for under the equity method whose statements are based solely on the reports of other auditors. As explained in Note 6(7), these associates and joint ventures under equity method amounted to NT$778,315 thousand and NT$784,175 thousand, representing 2% and 3% of consolidated total assets as of 31 December 2022 and 2021. The related shares of profits from the associates and joint ventures under the equity method amounted to NT$122,148 thousand and NT$130,470 thousand, representing 3% and 4% of the consolidated net income before tax for the years ended 31 December 2022 and 2021, respectively, and the related shares of other comprehensive income from the associates and joint ventures under the equity method amounted to NT$(19,731) thousand and NT$53,842 thousand, representing (16)% and 272% of the consolidated other comprehensive income for the years ended 31 December 2022 and 2021, respectively.
- 148 -
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 requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed by Financial Supervisory Commission of the Republic of China and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the ability to continue as a going concern of the Group, 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 audit committee or supervisors, are responsible for overseeing the financial reporting process of the Group.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
- 149 -
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 internal control of the Group.
-
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 ability to continue as a going concern of the Group. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the accompanying notes, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
150 -
-
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 2022 consolidated financial statements and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
- 151 -
Other
We have audited and expressed an unqualified opinion including an Other Matter Paragraph on the parent company only financial statements of SINBON Electronics Co., Ltd. as of and for the years ended 31 December 2022 and 2021.
/s/Lo, Wen Chen
/s/Chen, Ming Hung
Ernst & Young, Taiwan
9 March 2023
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, results of operations 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 accepted and applied in the Republic of China.
Accordingly, the accompanying consolidated financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or Standards on Auditing of the Republic of China, and their applications in practice. As the financial statements are the re-sponsibility of the management.
- 152 -
English Translation of Consolidated Financial Statements Originally Issued in Chinese SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS 31 December 2022 and 2021
(Expressed in Thousands of New Taiwan Dollars)
| Assets | Notes | As of 31 December | As of 31 December |
|---|---|---|---|
| 2022 | 2021 | ||
| Current assets Cash and cash equivalents Financial assets at fair value through profit or loss, current Notes receivable, net Accounts receivable, net Other receivables Current income tax assets Inventories Prepayments Other current assets Total current assets Non-current assets Financial assets at fair value through profit or loss, noncurrent Financial assets at fair value through other comprehensive income, noncurrent Investments accounted for under the equity method Property, plant and equipment Right-of-use assets Other intangible assets Deferred tax assets Other non-current assets Total non-current assets |
4,6(1) 4,6(2) 4,6(3) 4,6(4),7 7 4,6(5) 4,6(2) 4,6(6) 4,6(7) 4,6(8) 4,6(19) 4,6(23) 4,6(9) |
$5,108,757 298,849 1,757,151 7,137,595 346,275 9,180 12,256,145 676,304 64,452 |
$4,008,815 247,949 724,820 5,969,369 292,394 17,492 10,179,125 510,812 106,096 |
| 27,654,708 | 22,056,872 | ||
| - 358,828 778,315 3,042,740 432,608 41,422 123,548 545,214 |
2,333 388,571 784,175 2,828,071 461,993 48,226 136,774 441,705 |
||
| 5,322,675 | 5,091,848 |
$32,977,383 $27,148,720
(continued)
Total assets
153
English Translation of Consolidated Financial Statements Originally Issued in Chinese SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS(Continued) 31 December 2022 and 2021
(Expressed in Thousands of New Taiwan Dollars)
| Liabilities and Equity Current liabilities Short-term loans Financial liabilities at fair value through profit or loss, current Contract liabilities, current Notes payable Accounts payable Other payables Current tax liabilities Lease liabilities, current Bonds payable, current portion Long-term loans, current portion Other current liabilities Total current liabilities Non-current liabilities Financial liabilities at fair value through profit or loss, noncurrent Bonds payable Long-term loans Deferred tax liabilities Lease liabilities, noncurrent Long-term deferred revenue Net defined benefit obligation, noncurrent Other non-current liabilities-others Total non-current liabilities Total liabilities Equity attributable to the parent company Capital Common stock Certificate of entitlement to new shares from convertible bond Subtotal Additional Paid-in Capital Retained earnings Legal reserve Special reserve Unappropriated earnings Subtotal Other components of equity Exchange differences on translation of foreign operations Unrealized gains or losses measured at fair value through other comprehensive income Subtotal Equity attributable to the parent company Non-controlling interests Total equity Total liabilities and equity |
Notes | As of 31 December | As of 31 December |
|---|---|---|---|
| 2022 | 2021 | ||
| 4,6(10) 4,6(11) 4,6(17) 4,6(12),7 4 4,6(19) 4 4,6(11) 4,6(13) 4 4,6(23) 4,6(19) 4,6(14) 4,6(15) 6(16) 6(16) 4 4,6(16) |
$3,457,685 - 4,980,696 599,262 6,250,273 1,883,926 273,700 99,449 176,281 4,658 59,394 |
$3,357,725 241 2,825,473 436,717 5,703,930 1,493,951 138,546 93,555 - 301,017 25,491 |
|
| 17,785,324 | 14,376,646 | ||
| 5,100 945,648 16,924 414,830 268,921 13,838 53,501 233 |
- 994,351 10,983 242,579 307,261 13,957 67,561 2 |
||
| 1,718,995 | 1,636,694 | ||
| 19,504,319 | 16,013,340 | ||
| 2,365,841 19,200 |
2,333,770 8,290 |
||
| 2,385,041 | 2,342,060 | ||
| 3,067,205 | 2,190,472 | ||
| 1,727,300 381,975 5,342,675 |
1,493,995 399,729 4,313,466 |
||
| 7,451,950 | 6,207,190 | ||
| (359,257) 88,560 |
(561,279) 179,303 |
||
| (270,697) | (381,976) | ||
| 12,633,499 839,565 |
10,357,746 777,634 |
||
| 13,473,064 | 11,135,380 | ||
| $32,977,383 | $27,148,720 |
(The accompanying notes are an integral part of the consolidated financial statements)
154
English Translation of Consolidated Financial Statements Originally Issued in Chinese SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the years ended 31 December 2022 and 2021
(Expressed in Thousands of New Taiwan Dollars, Except for Earnings per Share)
| Operating revenues Operating costs Gross profit-net Operating expenses Sales and marketing expenses General and administrative expenses Research and development expenses Expected credit losses Subtotal Operating income Non-operating income and expenses Intrest revenue Other income Other gains and losses Finance costs Share of profit or loss of associates and joint ventures in equity method Subtotal Income from continuing operations before income tax Income tax expense Net income Other comprehensive income Remeasurements of defined benefit plans Unrealized gains (losses) on equity instruments measured at fair value through other comprehensive income Share of other comprehensive income of associates and joint ventures which will not be reclassified subsequently to profit or loss Income tax related to items that may not be reclassified subsequently Items that may be reclassified subsequently to profit or loss Exchange differences on translation of foreign operations Share of other comprehensive (loss) income of associates and joint ventures which may be reclassified subsequently to profit or loss Income tax related to items that may be reclassified subsequently Total other comprehensive income, net of tax Total comprehensive income Net income attributable to: Stockholders of the parent Non-controlling interests Comprehensive income attributable to: Stockholders of the parent Non-controlling interests Earnings per share (NTD) Earnings per share-basic Earnings per share-diluted Items that will not be reclassified subsequently to profit or loss |
Notes | For theyears ended 31 December | For theyears ended 31 December |
|---|---|---|---|
| 2022 | 2021 | ||
| 4,6(17),7 6(5.20),7 6(20),7 4,6(18) 6(21) 4,6(7) 4,6(23) 6(22) 6(7) 6(7) 4,6(24) 4,6(24) |
$30,574,800 (22,843,276) |
$25,530,706 (19,121,511) |
|
| 7,731,524 | 6,409,195 | ||
| (1,890,654) (1,487,058) (950,978) (76,385) |
(1,525,269) (1,245,255) (849,022) (1,790) |
||
| (4,405,075) | (3,621,336) | ||
| 3,326,449 | 2,787,859 | ||
| 25,082 182,317 270,779 (84,310) 122,148 |
12,707 216,950 (40,340) (78,946) 130,470 |
||
| 516,016 | 240,841 | ||
| 3,842,465 (819,435) |
3,028,700 (540,871) |
||
| 3,023,030 | 2,487,829 | ||
| 5,864 (73,068) (21,090) (1,173) 259,682 1,359 (49,384) |
(178) 28,401 54,053 36 (77,543) (211) 15,249 |
||
| 122,190 | 19,807 | ||
| $3,145,220 | $2,507,636 | ||
| $2,880,553 142,477 |
$2,331,502 156,327 |
||
| $3,023,030 | $2,487,829 | ||
| $2,996,877 148,343 |
$2,350,660 156,976 |
||
| $3,145,220 | $2,507,636 | ||
| $12.22 | $10.00 | ||
| $11.88 | $9.80 |
(The accompanying notes are an integral part of the consolidated financial statements)
155
English Translation of Consolidated Financial Statements Originally Issued in Chinese SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY For the years ended 31 December 2022 and 2021
(Expressed in Thousands of New Taiwan Dollars)
| Other changes in additional paid-in capital Disposal of investments accounted for under the equity method From differences between equity purchase price and carrying amount arising from actual acquisition or disposal of subsidiaries Changes in ownership interests in subsidiaries Net income in 2021 Other comprehensive income (loss), net of tax in 2021 Total comprehensive income (loss) Increase in non-controlling interests Proceeds from disposal of equity instruments at fair value through other comprehensive income of associates and joint ventures Proceeds from disposal of equity instruments at fair value through other comprehensive income Bonds converted to stock Other changes in additional paid-in capital Embedded conversion options derrived from convertible Change in equity of associates and joint ventures accounted for using equity method Disposal of investments accounted for under the equity method From differences between equity purchase price and carrying amount arising from actual acquisition or disposal of subsidiaries Net income in 2022 Other comprehensive income (loss), net of tax in 2022 Total comprehensive income (loss) Decrease in non-controlling interests Bonds converted to stock Balance as of 1 January 2021 Appropriation and distribution of 2020 retained earnings Legal reserve Special reserve Cash dividends Balance as of 31 December 2022 Cash dividends Balance as of 31 December 2021 Balance as of 1 January 2022 Appropriation and distribution of 2021 retained earnings Legal reserve Special reserve |
EquityAttribu | table to the Parent Company | table to the Parent Company | Non- Controlling Interests |
Total Equity | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Capital | Additional Paid-in Capital |
R | etained earnings | Other comp | onents of equity | Total | |||||
| Common stock | Certificate of entitlement to new shares from convertible bond |
Legal Reserve | Special Reserve |
Unappropriated Earnings |
Exchange Differences on Translation of Foreign Operations |
Unrealized Gains (Losses) on Equity Instruments Measured at Fair Value Through Other Comprehensive Income Gain(losses) |
|||||
| $2,327,775 | $ - | $1,885,096 (2,415) 33,203 10,174 |
$1,280,774 213,221 |
$481,223 (81,494) |
$3,579,649 (213,221) (1,467,504) 81,494 472 2,331,502 (142) |
$(501,613) 30 (59,696) |
$101,884 (472) 78,996 |
$9,154,788 - (1,467,504) - (2,385) 33,203 10,174 2,331,502 19,158 |
$613,345 156,327 649 |
$9,768,133 - (1,467,504) - (2,385) 33,203 10,174 2,487,829 19,807 |
|
| - | - | - | - | - | 2,331,360 | (59,696) | 78,996 | 2,350,660 | 156,976 | 2,507,636 | |
| 5,995 | 8,290 | 264,414 | (748) 1,964 |
748 (1,853) |
- 111 278,699 |
7,313 | 7,313 - 111 278,699 |
||||
| $2,333,770 | $8,290 | $2,190,472 | $1,493,995 | $399,729 | $4,313,466 | $(561,279) | $179,303 | $10,357,746 | $777,634 | $11,135,380 | |
| $2,333,770 | $8,290 | $2,190,472 90,910 1,577 (1,927) 5,202 |
$1,493,995 233,305 |
$399,729 (17,754) |
$4,313,466 (233,305) (1,640,858) 17,754 374 2,880,553 4,691 |
$(561,279) 20 202,002 |
$179,303 (374) (90,369) |
$10,357,746 - (1,640,858) - 90,910 1,577 (1,907) 5,202 2,880,553 116,324 |
$777,634 142,477 5,866 |
$11,135,380 - (1,640,858) - 90,910 1,577 (1,907) 5,202 3,023,030 122,190 |
|
| - | - | - | - | - | 2,885,244 | 202,002 | (90,369) | 2,996,877 | 148,343 | 3,145,220 | |
| 32,071 | 10,910 | 780,971 | 823,952 | (86,412) | (86,412) 823,952 |
||||||
| $2,365,841 | $19,200 | $3,067,205 | $1,727,300 | $381,975 | $5,342,675 | $(359,257) | $88,560 | $12,633,499 | $839,565 | $13,473,064 |
(The accompanying notes are an integral part of the consolidated financial statements)
156
English Translation of Consolidated Financial Statements Originally Issued in Chinese SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS For the years ended 31 December 2022 and 2021
(Expressed in Thousands of New Taiwan Dollars)
| Cash flows from operating activities: Net income before tax Adjustments to reconcile net income before tax to net cash provided by operating activities: Income and expense adjustments: Depreciation Amortization Interest expense Interest income Dividend income Share of profit of associates and joint ventures Gain on disposal of property, plant and equipment Expected credit loss Gain on disposal of investments Gain of financial assets/liabilities at fair value through loss or profit Property, plant and equipment transferred to expenses Amortization of deferred government grants Changes in operating assets and liabilities: (Increase) decrease in notes receivable (Increase) decrease in accounts receivable Increase in other receivables Increase in inventories, net Increase in prepayments Decrease (increase) in other current assets Increase (decrease) in notes payable Increase in accounts payable Increase in contract liabilities Increase in other payables Increase (decrease) in other current liabilities Decrease in accrued pension liabilities Cash generated from operations Interest received Dividends received Interest paid Income tax paid Net cash provided by operating activities |
For theyears ended 31 December | For theyears ended 31 December |
|---|---|---|
| 2022 $3,842,465 474,862 51,193 84,310 (25,082) (46,251) (122,148) (595) 76,385 (15,068) (32,185) 556 (367) (1,032,331) (1,244,611) (56,318) (2,077,020) (165,492) 41,644 162,545 546,343 2,155,223 399,764 33,903 (8,196) 3,043,529 25,082 46,251 (70,976) (557,487) 2,486,399 |
2021 | |
| $3,028,700 444,258 39,914 78,946 (12,707) (16,559) (130,470) (9,767) 1,790 (22,361) (75,433) 2,874 (360) 539,662 399,204 (110,708) (4,014,426) (170,551) (85,111) (108,938) 883,359 1,147,762 199,489 (23,741) (5,582) |
||
| 1,979,244 | ||
| 12,707 16,559 (62,437) (600,577) |
||
| 1,345,496 |
(Continued)
157
English Translation of Consolidated Financial Statements Originally Issued in Chinese SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS(Continued) For the years ended 31 December 2022 and 2021
(Expressed in Thousands of New Taiwan Dollars)
| Cash flows from investing activities: Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Decrease in other intangible assets Dividends received Decrease in financial assets at fair value through other comprehensive income Proceeds from disposal of financial assets at fair value through profit or loss Acquisition of financial assets at fair value through profit or loss Proceeds from disposal of investments accounted for under the equity method Increase in other noncurrent assets Decrease (increase) in other account receivable Net cash used in investing activities Cash flows from financing activities: Increase in short-term loans Proceeds from bonds issued (Decrease) increase in long-term loanss (including current portion) Cash dividends Cash payments for the principal portion of the lease liability Increase (decrease) in deposits received (Decrease) increase in non-controlling interests Net cash used in financing activities Effect of exchange rate changes on cash and cash equivalents Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period Proceeds from disposal of financial assets at fair value through other comprehensive income Acquisition of financial assets at fair value through other comprehensive income |
For theyears ended 31 December | For theyears ended 31 December |
|---|---|---|
| 2022 (472,659) 21,992 7,993 100,496 (58,918) - 15,689 - (17,552) 22,519 (259,616) 2,437 (637,619) 99,960 1,045,040 (290,418) (1,640,858) (97,040) 231 (81,210) (964,295) 215,457 1,099,942 4,008,815 $5,108,757 |
2021 | |
| (541,353) 150,118 22,673 102,977 (75,000) 23,590 2,449 52,870 - 38,082 (248,332) (2,437) |
||
| (474,363) | ||
| 296,224 - 270 (1,467,504) (123,938) (169) 50,690 |
||
| (1,244,427) | ||
| (68,266) | ||
| (441,560) 4,450,375 |
||
| $4,008,815 |
(The accompanying notes are an integral part of the consolidated financial statements)
158
English Translation of Consolidated Financial Statements Originally Issued in Chinese
SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended 31 December 2022 and 2021
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
1. History and organization
SINBON Electronics Co., Ltd. (the Company) was incorporated in Republic of China (R.O.C) in December 1989. The main activities of the Company include manufacturing and selling computer peripherals, connectors, wires and other parts. The shares of the Company commenced trading on Taiwan’s Over-the-Counter Market in May 2001 and were listed on the Taiwan Stock Exchange in August 2002.
2. Date and procedures of authorization of financial statements for issue
The consolidated financial statements of the Company and its subsidiaries (the Group) for the years ended 31 December 2022 and 2021 were authorized for issue by the Board of Directors on 9 March 2023.
3. Newly issued or revised standards and interpretations
- (1) Changes in accounting policies resulting from applying for the first time certain standards and amendments
The Group applied for the first time International Financial Reporting Standards, International Accounting Standards, and Interpretations issued, revised or amended which are recognized by Financial Supervisory Commission (“FSC”) and become effective for annual periods beginning on or after 1 January 2022. The adoption of these new standards and amendments had no material impact on the Group.
- (2) Standards or interpretations issued, revised or amended, by International Accounting Standards Board (“IASB”) which are endorsed by FSC, but not yet adopted by the Group as at the end of the reporting period are listed below.
| Items | New,Revised or Amended Standards and Interpretations | Effective Date issued byIASB |
|---|---|---|
| a | Disclosure Initiative - Accounting Policies – Amendments to IAS 1 |
1 January 2023 |
| b | Definition of Accounting Estimates – Amendments to IAS 8 |
1 January 2023 |
| c | Deferred Tax related to Assets and Liabilities arising from a Single Transaction – Amendments to IAS 12 |
1 January 2023 |
159
SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
- (a) Disclosure Initiative - Accounting Policies – Amendments to IAS 1
The amendments improve accounting policy disclosures that to provide more useful information to investors and other primary users of the financial statements.
- (b) Definition of Accounting Estimates – Amendments to IAS 8
The amendments introduce the definition of accounting estimates and include other amendments to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors to help companies distinguish changes in accounting estimates from changes in accounting policies.
- (c) Deferred Tax related to Assets and Liabilities arising from a Single Transaction – Amendments to IAS 12
The amendments narrow the scope of the recognition exemption in paragraphs 15 and 24 of IAS 12 so that it no longer applies to transactions that, on initial recognition, give rise to equal taxable and deductible temporary differences.
The abovementioned standards and interpretations were issued by IASB and endorsed by FSC so that they are applicable for annual periods beginning on or after 1 January 2023. The new or amended standards and interpretations have no material impact on the Group.
- (3) Standards or interpretations issued, revised or amended, by IASB which are not endorsed by FSC, and not yet adopted by the Group as at the end of the reporting period are listed below.
| Items | New, Revised or Amended Standards and Interpretations | Effective Date issued byIASB |
|---|---|---|
| a | IFRS 10 “Consolidated Financial Statements” and IAS 28 “Investments in Associates and Joint Ventures” — Sale or Contribution of Assets between an Investor and its Associate or Joint Ventures |
To be determined by IASB |
| b | IFRS 17 “Insurance Contracts” | 1 January2023 |
| c | Classification of Liabilities as Current or Non-current – Amendments to IAS 1 |
1 January 2024 |
| d | Lease Liability in a Sale and Leaseback – Amendments to IFRS 16 |
1 January 2024 |
| e | Non-current Liabilities with Covenants – Amendments to IAS 1 |
1 January 2024 |
160
SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
- (a) IFRS 10“Consolidated Financial Statements” and IAS 28“Investments in Associates and Joint Ventures” — Sale or Contribution of Assets between an Investor and its Associate or Joint Ventures
The amendments address the inconsistency between the requirements in IFRS 10 Consolidated Financial Statements and IAS 28 Investments in Associates and Joint Ventures , in dealing with the loss of control of a subsidiary that is contributed to an associate or a joint venture. IAS 28 restricts gains and losses arising from contributions of non-monetary assets to an associate or a joint venture to the extent of the interest attributable to the other equity holders in the associate or joint ventures. IFRS 10 requires full profit or loss recognition on the loss of control of the subsidiary. IAS 28 was amended so that the gain or loss resulting from the sale or contribution of assets that constitute a business as defined in IFRS 3 between an investor and its associate or joint venture is recognized in full.
IFRS 10 was also amended so that the gains or loss resulting from the sale or contribution of a subsidiary that does not constitute a business as defined in IFRS 3 between an investor and its associate or joint venture is recognized only to the extent of the unrelated investors’ interests in the associate or joint venture.
- (b) IFRS 17 “Insurance Contracts”
IFRS 17 provides a comprehensive model for insurance contracts, covering all relevant accounting aspects (including recognition, measurement, presentation and disclosure requirements). The core of IFRS 17 is the General (building block) Model, under this model, on initial recognition, an entity shall measure a group of insurance contracts at the total of the fulfilment cash flows and the contractual service margin. The carrying amount of a group of insurance contracts at the end of each reporting period shall be the sum of the liability for remaining coverage and the liability for incurred claims.
Other than the General Model, the standard also provides a specific adaptation for contracts with direct participation features (the Variable Fee Approach) and a simplified approach (Premium Allocation Approach) mainly for short-duration contracts.
161
SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
IFRS 17 was issued in May 2017 and it was amended in 2020 and 2021. The amendments include deferral of the date of initial application of IFRS 17 by two years to annual beginning on or after 1 January 2023 (from the original effective date of 1 January 2021); provide additional transition reliefs; simplify some requirements to reduce the costs of applying IFRS 17 and revise some requirements to make the results easier to explain. IFRS 17 replaces an interim Standard – IFRS 4 Insurance Contracts – from annual reporting periods beginning on or after 1 January 2023.
- (c) Classification of Liabilities as Current or Non-current – Amendments to IAS 1
These are the amendments to paragraphs 69-76 of IAS 1 Presentation of Financial statements and the amended paragraphs related to the classification of liabilities as current or non-current.
- (d) Lease Liability in a Sale and Leaseback – Amendments to IFRS 16
The amendments add seller-lessees additional requirements for the sale and leaseback transactions in IFRS 16, thereby supporting the consistent application of the standard.
- (e) Non-current Liabilities with Covenants – Amendments to IAS 1
The amendments improved the information companies provide about long-term debt with covenants. The amendments specify that covenants to be complied within twelve months after the reporting period do not affect the classification of debt as current or non-current at the end of the reporting period.
The abovementioned standards and interpretations issued by IASB have not yet endorsed by FSC at the date when the Group’s financial statements were authorized for issue, the local effective dates are to be determined by FSC. The new or amended standards and interpretations have no material impact on the Group.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
4. Summary of significant accounting policies
- (1) Statement of Compliance
The consolidated financial statements of the Group for the years ended 31 December 2022 and 2021 have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers (“the Regulations”) and International Financial Reporting Standards, International Accounting Standards, and Interpretations developed by the International Financial Reporting Interpretations Committee, which are endorsed by FSC.
- (2) Basis of Preparation
The consolidated financial statements have been prepared on a historical cost basis, except for financial instruments that have been measured at fair value. The consolidated financial statements are expressed in thousands of New Taiwan Dollars (NT$) unless otherwise stated.
- (3) Basis of Consolidation
Preparation principle of consolidated financial statement
Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if and only if the Group has:
-
(a) power over the investee (i.e., existing rights that give it the current ability to direct the relevant activities of the investee)
-
(b) exposure, or rights, to variable returns from its involvement with the investee, and
-
(c) the ability to use its power over the investee to affect its returns
When the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
-
(a) the contractual arrangement with the other vote holders of the investee
-
(b) rights arising from other contractual arrangements
-
(c) the Group’s voting rights and potential voting rights
The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control.
Subsidiaries are fully consolidated from the acquisition date, being the date on which the Group obtains control, and continue to be consolidated until the date that such control ceases. The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using uniform accounting policies. All intra-group balances, income and expenses, unrealized gains and losses and dividends resulting from intra-group transactions are eliminated in full.
A change in the ownership interest of a subsidiary, without a change of control, is accounted for as an equity transaction.
Total comprehensive income of the subsidiaries is attributed to the owners of the parent and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.
If the Group loses control of a subsidiary, it:
-
(a) derecognizes the assets (including goodwill) and liabilities of the subsidiary;
-
(b) derecognizes the carrying amount of any non-controlling interest;
-
(c) recognizes the fair value of the consideration received;
-
(d) recognizes the fair value of any investment retained;
-
(e) recognizes any surplus or deficit in profit or loss; and
-
(f) reclassifies the parent’s share of components previously recognized in other comprehensive income to profit or loss.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
The consolidated entities are listed as follows:
| Investor | Subsidiary | Main businesses | Percentage of ownership (%) |
Percentage of ownership (%) |
Note |
|---|---|---|---|---|---|
| 31 December 2022 |
31 December 2021 |
||||
| The Company | SINBON International Enterprise Co.,Ltd.(SB BVI) |
Holding company | 100.00% | 100.00% | |
| The Company | Hong Kong SINBON Electronics Co., Ltd. (HKSB) |
Selling a wide variety of connectors, wires and cables |
100.00% | 100.00% | |
| The Company | Kwan-Ze Corporation Ltd. (Kwan-Ze) |
Selling a wide variety of electronic materials and holding company |
100.00% | 100.00% | |
| The Company | SINBON USA L.L.C. (SINBON USA) |
Logistic center | 100.00% | 100.00% | |
| The Company | Beijing SINBON TongAn Renewable Energy Co., Ltd. (SB TongAn) |
Manufacturing and selling a wide variety of connectors, wires and cables |
85.53% | 85.53% | |
| The Company | SINBON Europe GmbH (SINBON Europe) |
Logistic center | 100.00% | 100.00% | |
| The Company | Radbon Avionics Inc. (Radbon) |
Selling signal cables and cabin wiring |
55.00% | 55.00% | |
| The Company | T-CONN Precision Co., Ltd.(T-CONN) |
Manufacturing and selling a wide variety of connectors, wires and cables |
57.45% | 57.45% | |
| The Company | SINBON Hungary Kft (SB Hungary) |
Manufacturing and selling a wide variety of connectors, wires and cables |
100.00% | 100.00% | |
| The Company | SINTOP Energy Management Co., Ltd. (SINTOP) |
Renewable energy investment management consultingbusiness |
53.57% | 53.57%- | |
| SB BVI | Jiangyin SINBON Electronics Co., Ltd. (JYSB) |
Manufacturing and selling a wide variety of connectors, wires and cables |
100.00% | 100.00% |
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
| Investor | Subsidiary | Main businesses | Percentage of ownership (%) |
Percentage of ownership (%) |
Note |
|---|---|---|---|---|---|
| 31 December 2022 |
31 December 2021 |
||||
| SB BVI | Shenzhen SINBON Electronics Co., Ltd. (SZSB) |
Selling a wide variety of connectors, wires and cables |
100.00% | 100.00% | |
| SB BVI | Shanghai SINBON Electronics Co., Ltd. (SHSB) |
Selling a wide variety of connectors and cables |
100.00% | 100.00% | |
| SB BVI | Tong Cheng SINBON Electronics Co., Ltd. (TCSB) |
Manufacturing and selling a wide variety of connectors, wires and cables |
100.00% | 100.00% | |
| T-CONN | T-CONN Precision (Zhongshan) Co., Ltd. (T-CONN Zhongshan) |
Manufacturing and selling a wide variety of connectors, wires and cables |
57.45% | 57.45% | |
| T-CONN | Super Progressive Ltd. (SPL) |
Logistic center | 57.45% | 57.45% | |
| SB TongAn | Beijing SINBON Electronics Co., Ltd. (BJSB) |
Manufacturing and selling a wide variety of connectors, wires and cables |
85.53% | 85.53% | |
| SB TongAn | ENMAGIC Renewable Energy Co., Ltd. (TWEM) |
Manufacturing and selling a wide variety of connectors, wires and cables |
85.53% | 85.53% | |
| SB TongAn | Jiangsu ENMAGIC Energy Co., Ltd. (JSEM) |
Manufacturing and selling a wide variety of connectors, wires and cables |
85.53% | 85.53% | |
| SB TongAn | Xuzhou ENMAGIC Energy Co., Ltd. (XZEM) |
Development of new energytechnology |
85.53% | 85.53% | |
| JSEM | Kunshan ENMAGIC Energy Co., Ltd. (KSEM) |
Manufacturing and selling a wide variety of connectors, wires and cables |
85.53% | 85.53% | |
| SINBON USA | Worldwide Wire Harnesse Co., Ltd.(SST) |
Holding Company | 50.00% | 50.00% | |
| SINBON USA | SINBON Ohio LLC (SB Ohio) |
Manufacturing and selling a wide variety of connectors, wires and cables |
100.00% | 51.00% | Note1 Note2 |
| SST | SINBON Technologies Tennessee L.L.C.(STT) |
Logistic Center | 50.00% | 50.00% |
Note 1:On 1 July 2022, SINBON USA acquired 49% shares of SB Ohio. Therefore, its ownership increased from
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
51% to 100%.
Note 2:On 27 December 2022, SINBON Circuits & Cables LLC was approved to change its name to SINBON Ohio LLC.
The subsidiaries included in the consolidated financial statements listed above, some of which financial statements are recorded as the basis of the verification by other accountants. As of 31 December 2022 and 2021, the related assets amounted to NT$7,415,475 thousand and NT$5,846,770 thousand. The net sales of these subsidiaries amounted to NT$8,704,838 thousand and NT$7,159,405 thousand.
- (4) Foreign currency transactions
The Group’s consolidated financial statements are presented in New Taiwan Dollars (NT$), which is also the Company’s functional currency. Each entity in the Group determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency.
Transactions in foreign currencies are initially recorded by the Group’s entities at their respective functional currency rates prevailing at the date of transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency closing rates of exchange at the reporting date. Non-monetary items measured at fair value in foreign currency are translated using the exchange rates at the date when the fair value is determined. Non-monetary items that are measured at historical cost in foreign currency are translated using the exchange rates as at the dates of the initial transactions.
All exchange differences arising on the settlement of monetary items or on translating monetary items are taken to profit or loss in the period in which they arise except for the following:
-
(a) Exchange differences arising from foreign currency borrowings for an acquisition of a qualifying asset to the extent that they are regarded as an adjustment to interest costs are included in the borrowing costs that are eligible for capitalization.
-
(b) Foreign currency items within the scope of IFRS 9 Financial Instruments are accounted for based on the accounting policy for financial instruments.
-
(c) Exchange differences arising on a monetary item that forms part of a reporting entity’s net investment in a foreign operation is recognized
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
initially in other comprehensive income and reclassified from equity to profit or loss on disposal of the net investment.
When a gain or loss on a non-monetary item is recognized in other comprehensive income, any exchange component of that gain or loss is recognized in other comprehensive income. When a gain or loss on a non-monetary item is recognized in profit or loss, any exchange component of that gain or loss is recognized in profit or loss.
- (5) Translation of financial statements in foreign currency
The assets and liabilities of foreign operations are translated into NT$ at the closing rate of exchange prevailing at the reporting date and their income and expenses are translated at an average rate for the period. The exchange differences arising on the translation are recognized in other comprehensive income. On the disposal of a foreign operation, the cumulative amount of the exchange differences relating to that foreign operation, recognized in other comprehensive income and accumulated in the separate component of equity, is reclassified from equity to profit or loss when the gain or loss on disposal is recognized. The following partial disposals are accounted for as disposals:
-
(a) when the partial disposal involves the loss of control of a subsidiary that includes a foreign operation; and
-
(b) when the retained interest after the partial disposal of an interest in a joint arrangement or a partial disposal of an interest in an associate that includes a foreign operation is a financial asset that includes a foreign operation.
On the partial disposal of a subsidiary that includes a foreign operation that does not result in a loss of control, the proportionate share of the cumulative amount of the exchange differences recognized in other comprehensive income is re-attributed to the non-controlling interests in that foreign operation. In partial disposal of an associate or joint arrangement that includes a foreign operation that does not result in a loss of significant influence or joint control, only the proportionate share of the cumulative amount of the exchange differences recognized in other comprehensive income is reclassified to profit or loss.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
Any goodwill and any fair value adjustments to the carrying amounts of assets and liabilities arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and expressed in its functional currency.
- (6) Current and non-current distinction
An asset is classified as current when:
-
(a) The Group expects to realize the asset, or intends to sell or consume it, in its normal operating cycle
-
(b) The Group holds the asset primarily for the purpose of trading
-
(c) The Group expects to realize the asset within twelve months after the reporting period
-
(d) The asset is cash or cash equivalent unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.
All other assets are classified as non-current.
A liability is classified as current when:
-
(a) The Group expects to settle the liability in its normal operating cycle
-
(b) The Group holds the liability primarily for the purpose of trading
-
(c) The liability is due to be settled within twelve months after the reporting period
-
(d) The Group does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting period. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.
All other liabilities are classified as non-current.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
- (7) Cash and cash equivalents
Cash and cash equivalents comprises cash on hand, demand deposits and short-term, highly liquid time deposits (including ones that have maturity within 3 months) or investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
- (8) Financial instruments
Financial assets and financial liabilities are recognized when the Group becomes a party to the contractual provisions of the instrument.
Financial assets and financial liabilities within the scope of IFRS 9 Financial Instruments are recognized initially at fair value plus or minus, in the case of investments not at fair value through profit or loss, directly attributable transaction costs.
- (1) Financial instruments: Recognition and Measurement
The Group accounts for regular way purchase or sales of financial assets on the trade date.
The Group classified financial assets as subsequently measured at amortized cost, fair value through other comprehensive income or fair value through profit or loss considering both factors below:
-
A. the Group’s business model for managing the financial assets and
-
B. the contractual cash flow characteristics of the financial asset.
Financial assets measured at amortized cost
A financial asset is measured at amortized cost if both of the following conditions are met and presented as note receivables, trade receivables financial assets measured at amortized cost and other receivables etc., on balance sheet as at the reporting date:
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SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
-
A. the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows and
-
B. the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
Such financial assets are subsequently measured at amortized cost (the amount at which the financial asset is measured at initial recognition minus the principal repayments, plus or minus the cumulative amortization using the effective interest method of any difference between the initial amount and the maturity amount and adjusted for any loss allowance) and is not part of a hedging relationship. A gain or loss is recognized in profit or loss when the financial asset is derecognized, through the amortization process or in order to recognize the impairment gains or losses.
Interest revenue is calculated by using the effective interest method. This is calculated by applying the effective interest rate to the gross carrying amount of a financial asset except for:
-
A. purchased or originated credit-impaired financial assets. For those financial assets, the Group applies the credit-adjusted effective interest rate to the amortized cost of the financial asset from initial recognition.
-
B. financial assets that are not purchased or originated credit-impaired financial assets but subsequently have become credit-impaired financial assets. For those financial assets, the Group applies the effective interest rate to the amortized cost of the financial asset in subsequent reporting periods.
Financial asset measured at fair value through other comprehensive income
A financial asset is measured at fair value through other comprehensive income if both of the following conditions are met:
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SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
-
A. the financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets and
-
B. the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
Recognition of gain or loss on a financial asset measured at fair value through other comprehensive income are described as below:
-
(a) A gain or loss on a financial asset measured at fair value through other comprehensive income recognized in other comprehensive income, except for impairment gains or losses and foreign exchange gains and losses, until the financial asset is derecognized or reclassified.
-
(b) When the financial asset is derecognized the cumulative gain or loss previously recognized in other comprehensive income is reclassified from equity to profit or loss as a reclassification adjustment.
-
(c) Interest revenue is calculated by using the effective interest method. This is calculated by applying the effective interest rate to the gross carrying amount of a financial asset except for:
-
(i) Purchased or originated credit-impaired financial assets. For those financial assets, the Group applies the credit-adjusted effective interest rate to the amortized cost of the financial asset from initial recognition.
-
(ii) Financial assets that are not purchased or originated credit-impaired financial assets but subsequently have become credit-impaired financial assets. For those financial assets, the Group applies the effective interest rate to the amortized cost of the financial asset in subsequent reporting periods.
Besides, for certain equity investments within the scope of IFRS 9 that is neither held for trading nor contingent consideration recognized by an acquirer in a business combination to which IFRS 3 applies, the Group
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
made an irrevocable election to present the changes of the fair value in other comprehensive income at initial recognition. Amounts presented in other comprehensive income shall not be subsequently transferred to profit or loss (when disposal of such equity instrument, its cumulated amount included in other components of equity is transferred directly to the retained earnings) and these investments should be presented as financial assets measured at fair value through other comprehensive income on the balance sheet. Dividends on such investment are recognized in profit or loss unless the dividends clearly represent a recovery of part of the cost of investment.
Financial asset measured at fair value through profit or loss
Financial assets were classified as measured at amortized cost or measured at fair value through other comprehensive income based on criteria. All other financial assets were measured at fair value through profit or loss and presented on the balance sheet as financial assets measured at fair value through profit or loss.
Such financial assets are measured at fair value, the gains or losses resulting from remeasurement is recognized in profit or loss which includes any dividend or interest received on such financial assets.
(2) Impairment of financial assets
The Group recognizes a loss allowance for expected credit losses on debt instrument investments measured at fair value through other comprehensive income and financial asset measured at amortized cost. The loss allowance on debt instrument investments measured at fair value through other comprehensive income is recognized in other comprehensive income and not reduce the carrying amount in the balance sheet.
The Group measures expected credit losses of a financial instrument in a way that reflects:
(a) an unbiased and probability-weighted amount that is determined by
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SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
evaluating a range of possible outcomes;
-
(b) the time value of money; and
-
(c) reasonable and supportable information that is available without undue cost or effort at the reporting date about past events, current conditions and forecasts of future economic conditions.
The loss allowance is measured as follows:
-
A. At an amount equal to 12-month expected credit losses: the credit risk on a financial asset has not increased significantly since initial recognition or the financial asset is determined to have low credit risk at the reporting date. In addition, the Group measures the loss allowance at an amount equal to lifetime expected credit losses in the previous reporting period, but determines at the current reporting date that the credit risk on a financial asset has increased significantly since initial recognition is no longer met.
-
B. At an amount equal to the lifetime expected credit losses: the credit risk on a financial asset has increased significantly since initial recognition or financial asset that is purchased or originated credit-impaired financial asset.
-
C. For trade receivables or contract assets arising from transactions within the scope of IFRS 15, the Group measures the loss allowance at an amount equal to lifetime expected credit losses.
-
D. For lease receivables arising from transactions within the scope of IFRS 16, the Group measures the loss allowance at an amount equal to lifetime expected credit losses.
At each reporting date, the Group needs to assess whether the credit risk on a financial asset has increased significantly since initial recognition by comparing the risk of a default occurring at the reporting date and the risk of default occurring at initial recognition. Please refer to Note 12 for further details on credit risk.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
(3) Derecognition of financial assets
A financial asset is derecognized when:
-
i. The rights to receive cash flows from the asset have expired.
-
ii. The Group has transferred the asset and substantially all the risks and rewards of the asset have been transferred.
-
iii. The Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.
On derecognition of a financial asset in its entirety, the difference between the carrying amount and the consideration received or receivable including any cumulative gain or loss that had been recognized in other comprehensive income, is recognized in profit or loss.
(4) Financial liabilities and equity
Classification between liabilities or equity
The Group classifies the instrument issued as a financial liability or an equity instrument in accordance with the substance of the contractual arrangement and the definitions of a financial liability, and an equity instrument.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. The transaction costs of an equity transaction are accounted for as a deduction from equity (net of any related income tax benefit) to the extent they are incremental costs directly attributable to the equity transaction that otherwise would have been avoided.
Compound instruments
The Group evaluates the terms of the convertible bonds issued to determine whether it contains both a liability and an equity component. Furthermore, the Group assesses if the economic characteristics and risks
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SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
of the put and call options contained in the convertible bonds are closely related to the economic characteristics and risk of the host contract before separating the equity element.
For the liability component excluding the derivatives, its fair value is determined based on the rate of interest applied at that time by the market to instruments of comparable credit status. The liability component is classified as a financial liability measured at amortized cost before the instrument is converted or settled.
For the embedded derivative that is not closely related to the host contract (for example, if the exercise price of the embedded call or put option is not approximately equal on each exercise date to the amortized cost of the host debt instrument), it is classified as a liability component and subsequently measured at fair value through profit or loss unless it qualifies for an equity component. The equity component is assigned the residual amount after deducting from the fair value of the instrument as a whole the amount separately determined for the liability component. Its carrying amount is not remeasured in the subsequent accounting periods. If the convertible bond issued does not have an equity component, it is accounted for as a hybrid instrument in accordance with the requirements under IFRS 9 Financial Instruments.
Transaction costs are apportioned between the liability and equity components of the convertible bond based on the allocation of proceeds to the liability and equity components when the instruments are initially recognized.
On conversion of a convertible bond before maturity, the carrying amount of the liability component being the amortized cost at the date of conversion is transferred to equity.
Financial liabilities
Financial liabilities within the scope of IFRS 9 Financial Instruments are classified as financial liabilities at fair value through profit or loss or
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SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
financial liabilities measured at amortized cost upon initial recognition.
Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated as at fair value through profit or loss. A financial liability is classified as held for trading if:
-
i. it is acquired or incurred principally for the purpose of selling or repurchasing it in the near term
-
ii. on initial recognition it is part of a portfolio of identified financial instruments that are managed together and for which there is evidence of a recent actual pattern of short-term profit-taking
-
iii. it is a derivative (except for a derivative that is a financial guarantee contract or a designated and effective hedging instrument)
If a contract contains one or more embedded derivatives, the entire hybrid (combined) contract may be designated as a financial liability at fair value through profit or loss; or a financial liability may be designated as at fair value through profit or loss when doing so results in more relevant information, because either:
-
i. it eliminates or significantly reduces a measurement or recognition inconsistency; or
-
ii. a group of financial liabilities or financial assets and financial liabilities is managed and its performance is evaluated on a fair value basis, in accordance with a documented risk management or investment strategy, and information about the group is provided internally on that basis to the key management personnel.
Gains or losses on the subsequent measurement of liabilities at fair value through profit or loss including interest paid are recognized in profit or loss.
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SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
Financial liabilities at amortized cost
Financial liabilities measured at amortized cost include interest bearing loans and borrowings that are subsequently measured using the effective interest rate method after initial recognition. Gains and losses are recognized in profit or loss when the liabilities are derecognized as well as through the effective interest rate method amortization process.
Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or transaction costs.
Derecognition of financial liabilities
A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires.
When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified (whether or not attributable to the financial difficulty of the debtor), such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.
(5) Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount reported in the balance sheet if, and only if, there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, or to realize the assets and settle the liabilities simultaneously.
(9) Derivative instrument
The Group uses derivative instruments to hedge its foreign currency risks and interest rate risks. A derivative is classified in the balance sheet as assets or liabilities at fair value through profit or loss except for derivatives that are
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
designated effective hedging instruments which are classified as derivative financial assets or liabilities for hedging.
Derivative instruments are initially recognized at fair value on the date on which a derivative contract is entered into and are subsequently remeasured at fair value. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative. The changes in fair value of derivatives are taken directly to profit or loss, except for the effective portion of hedges, which is recognized in either profit or loss or equity according to types of hedges used.
When the host contracts are either non-financial assets or liabilities, derivatives embedded in host contracts are accounted for as separate derivatives and recorded at fair value if their economic characteristics and risks are not closely related to those of the host contracts and the host contracts are not designated at fair value though profit or loss.
(10) Fair value measurement
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:
(a) In the principal market for the asset or liability, or
- (b) In the absence of a principal market, in the most advantageous market for the asset or liability
The principal or the most advantageous market must be accessible to by the Group.
The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants in their economic best interest.
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SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.
The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.
- (11) Inventories
Inventories are valued at lower of cost and net realizable value item by item.
Costs incurred in bringing each inventory to its present location and condition are accounted for as follows:
Raw materials - Purchase cost under weighted average cost method. Finished goods and work in progress – Cost of direct materials and labor and a
overheads
proportion of manufacturing based on normal operating capacity but excluding borrowing costs.
Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale.
Rendering of services is accounted in accordance with IFRS 15 and not within the scope of inventories.
(12) Investments accounted for under the equity method
The Group’s investment in its associate is accounted for using the equity method other than those that meet the criteria to be classified as held for sale. An associate is an entity over which the Group has significant influence.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
A joint venture is a type of joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint venture.
Under the equity method, the investment in the associate or an investment in a joint venture is carried in the balance sheet at cost and adjusted thereafter for the post-acquisition change in the Group’s share of net assets of the associate or joint venture. After the interest in the associate or joint venture is reduced to zero, additional losses are provided for, and a liability is recognized, only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate or joint venture. Unrealized gains and losses resulting from transactions between the Group and the associate or joint venture are eliminated to the extent of the Group’s related interest in the associate or joint venture.
When changes in the net assets of an associate or a joint venture occur and not those that are recognized in profit or loss or other comprehensive income and do not affect the Group’s percentage of ownership interests in the associate or joint venture, the Group recognizes such changes in equity based on its percentage of ownership interests. The resulting capital surplus recognized will be reclassified to profit or loss at the time of disposing the associate or joint venture on a pro-rata basis.
When the associate or joint venture issues new stock, and the Group’s interest in an associate or a joint venture is reduced or increased as the Group fails to acquire shares newly issued in the associate or joint venture proportionately to its original ownership interest, the increase or decrease in the interest in the associate or joint venture is recognized in additional paid-in capital and investment accounted for using the equity method. When the interest in the associate or joint venture is reduced, the cumulative amounts previously recognized in other comprehensive income are reclassified to profit or loss or other appropriate items. The aforementioned capital surplus recognized is reclassified to profit or loss on a pro rata basis when the Group disposes the associate or joint venture.
The financial statements of the associate or joint venture are prepared for the same reporting period as the Group. Where necessary, adjustments are made to bring the accounting policies in line with those of the Group.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
The Group determines at each reporting date whether there is any objective evidence that the investment in the associate or an investment in a joint venture is impaired in accordance with IAS 28 Investments in Associates and Joint Ventures . If this is the case the Group calculates the amount of impairment as the difference between the recoverable amount of the associate or joint venture and its carrying value and recognizes the amount in the ‘share of profit or loss of an associate’ in the statement of comprehensive income in accordance with IAS 36 Impairment of Assets . In determining the value in use of the investment, the Group estimates:
-
(a) Its share of the present value of the estimated future cash flows expected to be generated by the associate or joint venture, including the cash flows from the operations of the associate and the proceeds on the ultimate disposal of the investment; or
-
(b) The present value of the estimated future cash flows expected to arise from dividends to be received from the investment and from its ultimate disposal.
Because goodwill that forms part of the carrying amount of an investment in an associate or an investment in a joint venture is not separately recognized, it is not tested for impairment separately by applying the requirements for impairment testing goodwill in IAS 36 Impairment of Assets .
Upon loss of significant influence over the associate or joint venture, the Group measures and recognizes any retaining investment at its fair value. Any difference between the carrying amount of the associate or joint venture upon loss of significant influence and the fair value of the retaining investment and proceeds from disposal is recognized in profit or loss. Furthermore, if an investment in an associate becomes an investment in a joint venture or an investment in a joint venture becomes an investment in an associate, the entity continues to apply the equity method and does not remeasure the retained interest.
(13) Property, plant and equipment
Property, plant and equipment is stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. Such cost includes
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
the cost of dismantling and removing the item and restoring the site on which it is located and borrowing costs for construction in progress if the recognition criteria are met. Each part of an item of property, plant and equipment with a cost that is significant in relation to the total cost of the item is depreciated separately. When significant parts of property, plant and equipment are required to be replaced in intervals, the Group recognized such parts as individual assets with specific useful lives and depreciation, respectively. The carrying amount of those parts that are replaced is derecognized in accordance with the derecognition provisions of IAS 16 Property, plant and equipment . When a major inspection is performed, its cost is recognized in the carrying amount of the plant and equipment as a replacement if the recognition criteria are satisfied. All other repair and maintenance costs are recognized in profit or loss as incurred.
Depreciation is calculated on a straight-line basis over the estimated economic lives of the following assets:
| Items Buildings Machinery and equipment Transportation equipment Office equipment Other equipment Leasehold improvements |
Useful Lives |
|---|---|
5~50 years3 ~15 years5 ~10 years3 ~10 years2 ~15 yearsLower of leasehold years or useful lives |
An item of property, plant and equipment and any significant part initially recognized is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset is recognized in profit or loss.
The assets’ residual values, useful lives and methods of depreciation are reviewed at each financial year end and adjusted prospectively, if appropriate, and are treated as changes in accounting estimates.
(14) Leases
The Group assesses whether the contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset for a period of time, the Group assesses whether, throughout the period of use, has both of the following:
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
-
(a) the right to obtain substantially all of the economic benefits from use of the identified asset; and
-
(b) the right to direct the use of the identified asset.
For a contract that is, or contains, a lease, the Group accounts for each lease component within the contract as a lease separately from non-lease components of the contract. For a contract that contains a lease component and one or more additional lease or non-lease components, the Group allocates the consideration in the contract to each lease component on the basis of the relative stand-alone price of the lease component and the aggregate stand-alone price of the non-lease components. The relative stand-alone price of lease and non-lease components shall be determined on the basis of the price the lessor, or a similar supplier, would charge the Group for that component, or a similar component, separately. If an observable stand-alone price is not readily available, the Group estimates the stand-alone price, maximizing the use of observable information.
Group as a lessee
Except for leases that meet and elect short-term leases or leases of low-value assets, the Group recognizes right-of-use asset and lease liability for all leases which the Group is the lessee of those lease contracts.
At the commencement date, the Group measures the lease liability at the present value of the lease payments that are not paid at that date. The lease payments are discounted using the interest rate implicit in the lease, if that rate can be readily determined. If that rate cannot be readily determined, the Group uses its incremental borrowing rate. At the commencement date, the lease payments included in the measurement of the lease liability comprise the following payments for the right to use the underlying asset during the lease term that are not paid at the commencement date:
-
(a) fixed payments (including in-substance fixed payments), less any lease incentives receivable;
-
(b) variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;
-
(c) amounts expected to be payable by the lessee under residual value guarantees;
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
-
(d) the exercise price of a purchase option if the Group is reasonably certain to exercise that option; and
-
(e) payments of penalties for terminating the lease, if the lease term reflects the lessee exercising an option to terminate the lease.
After the commencement date, the Group measures the lease liability on an amortized cost basis, which increases the carrying amount to reflect interest on the lease liability by using an effective interest method; and reduces the carrying amount to reflect the lease payments made.
At the commencement date, the Group measures the right-of-use asset at cost. The cost of the right-of-use asset comprises:
-
(a) the amount of the initial measurement of the lease liability;
-
(b) any lease payments made at or before the commencement date, less any lease incentives received;
-
(c) any initial direct costs incurred by the lessee; and
-
(d) an estimate of costs to be incurred by the lessee in dismantling and removing the underlying asset, restoring the site on which it is located or restoring the underlying asset to the condition required by the terms and conditions of the lease.
For subsequent measurement of the right-of-use asset, the Group measures the right-of-use asset at cost less any accumulated depreciation and any accumulated impairment losses. That is, the Group measures the right-of-use applying a cost model.
If the lease transfers ownership of the underlying asset to the Group by the end of the lease term or if the cost of the right-of-use asset reflects that the Group will exercise a purchase option, the Group depreciates the right-of-use asset from the commencement date to the end of the useful life of the underlying asset. Otherwise, the Group depreciates the right-of-use asset from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term.
The Group applies IAS 36 “Impairment of Assets” to determine whether the right-of-use asset is impaired and to account for any impairment loss
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
identified.
Except for those leases that the Group accounted for as short-term leases or leases of low-value assets, the Group presents right-of-use assets and lease liabilities in the balance sheet and separately presents lease-related interest expense and depreciation charge in the statements of comprehensive income.
For short-term leases or leases of low-value assets, the Group elects to recognize the lease payments associated with those leases as an expense on either a straight-line basis over the lease term or another systematic basis.
For the rent concession arising as a direct consequence of the Covid-19 pandemic, the Group elected not to assess whether it is a lease modification but accounted it as a variable lease payment.
Group as a lessor
At inception of a contract, the Group classifies each of its leases as either an operating lease or a finance lease. A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership of an underlying asset. A lease is classified as an operating lease if it does not transfer substantially all the risks and rewards incidental to ownership of an underlying asset. At the commencement date, the Group recognizes assets held under a finance lease in its balance sheet and present them as a receivable at an amount equal to the net investment in the lease.
For a contract that contains lease components and non-lease components, the Group allocates the consideration in the contract applying IFRS 15.
The Group recognizes lease payments from operating leases as rental income on either a straight-line basis or another systematic basis. Variable lease payments for operating leases that do not depend on an index or a rate are recognized as rental income when incurred.
(15) Intangible assets
Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is its fair value as at the date of acquisition. Following initial recognition, intangible
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
assets are carried at cost less any accumulated amortization and accumulated impairment losses, if any. Internally generated intangible assets, excluding capitalized development costs, are not capitalized and expenditure is reflected in profit or loss for the year in which the expenditure is incurred.
The useful lives of intangible assets are assessed as either finite or indefinite.
Intangible assets with finite lives are amortized over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortization period and the amortization method for an intangible asset with a finite useful life is reviewed at least at the end of each financial year. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset is accounted for by changing the amortization period or method, as appropriate, and are treated as changes in accounting estimates.
Intangible assets with indefinite useful lives are not amortized, but are tested for impairment annually, either individually or at the cash-generating unit level. The assessment of indefinite life is reviewed annually to determine whether the indefinite life continues to be supportable. If not, the change in useful life from indefinite to finite is made on a prospective basis.
Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in profit or loss when the asset is derecognized.
A summary of the policies applied to the Group’s intangible assets is as follows:
| ollows: | |
|---|---|
| Useful lives Amortization method used Internally generated or acquired |
Computer software |
| 1~15 years Amortized on a straight- line basis over the estimated useful life Acquired |
(16) Impairment of non-financial assets
The Group assesses at the end of each reporting period whether there is any indication that an asset in the scope of IAS 36 Impairment of Assets may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Group estimates the asset’s recoverable amount. An
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s (“CGU”) fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.
For assets excluding goodwill, an assessment is made at each reporting date as to whether there is any indication that previously recognized impairment losses may no longer exist or may have decreased. If such indication exists, the Group estimates the asset’s or cash-generating unit’s recoverable amount. A previously recognized impairment loss is reversed only if there has been an increase in the estimated service potential of an asset which in turn increases the recoverable amount. However, the reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognized for the asset in prior years.
A cash generating unit, or groups of cash-generating units, to which goodwill has been allocated is tested for impairment annually at the same time, irrespective of whether there is any indication of impairment. If an impairment loss is to be recognized, it is first allocated to reduce the carrying amount of any goodwill allocated to the cash generating unit (group of units), then to the other assets of the unit (group of units) pro rata on the basis of the carrying amount of each asset in the unit (group of units). Impairment losses relating to goodwill cannot be reversed in future periods for any reason.
An impairment loss of continuing operations or a reversal of such impairment loss is recognized in profit or loss.
(17) Provisions
Provisions are recognized when the Group has a present obligation (legal or constructive) as a result of a past event, it is probably that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Where the Group expects some or all of a provision to be
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SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
reimbursed, the reimbursement is recognized as a separate asset but only when the reimbursement is virtually certain. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost.
Provision for decommissioning, restoration and rehabilitation costs
The provision for decommissioning, restoration and rehabilitation costs arose on construction of a property, plant and equipment. Decommissioning costs are provided at the present value of expected costs to settle the obligation using estimated cash flows and are recognized as part of the cost of that particular asset. The cash flows are discounted at a current pre-tax rate that reflects the risks specific to the decommissioning liability. The unwinding of the discount is expensed as incurred and recognized as a finance cost. The estimated future costs of decommissioning are reviewed annually and adjusted as appropriate. Changes in the estimated future costs or in the discount rate applied are added to or deducted from the cost of the asset.
Provision for warranties
A provision is recognized for expected warranty claims on products sold, based on past experience, management’s judgement and other known factors.
(18) Revenue recognition
The Group’s revenue arising from contracts with customers are primarily related to sale of goods and rendering of services. The accounting policies are explained as follows:
Sale of goods
The Group manufactures and sells machinery. Sales are recognized when control of the goods is transferred to the customer and the goods are delivered to the customers. The main product of the Group are computer peripherals, connectors, wires and other parts and revenue is recognized
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
based on the consideration stated in the contract.
The Group provides its customer with a warranty with the purchase of the products. The warranty provides assurance that the product will operate as expected by the customers. And the warranty is accounted in accordance with IAS 37.
The credit period of the Group’s sale of goods is from 60 to 120 days, while the term for wind energy sales is receiving three-month term acceptance after a period of three-month from delivery due to industry characteristics. For most of the contracts, when the Group transfers the goods to customers and has a right to an amount of consideration that is unconditional, these contracts are recognized as trade receivables. The Group usually collects the payments shortly after transfer of goods to customers; therefore, there is no significant financing component to the contract. For some of the contracts, the Group has transferred the goods to customers but does not has a right to an amount of consideration that is unconditional, these contacts should be presented as contract assets. Besides, in accordance with IFRS 9, the Group measures the loss allowance for a contract asset at an amount equal to the lifetime expected credit losses.
Rendering of services
The Group provides maintenance services for the sale of construction for solar photovoltaic power generation system. Such services are separately priced or negotiated and provided based on contract periods.
Most of the contractual considerations of the Group are collected evenly throughout the contract periods. When the Group has performed the services to customers but does not have a right to an amount of consideration that is unconditional, these contacts should be presented as contract assets. However, for some rendering of services contracts, part of the consideration was received from customers upon signing the contract, and the Group has the obligation to provide the services subsequently; accordingly, these amounts are recognized as contract liabilities.
The period between the transfers of contract liabilities to revenue is usually within one year, thus, no significant financing component has arisen.
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SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
Construction revenues
Contract revenue is recognized within the scope that is likely to generate revenue and can be measured reliably, including the original amount of the contract signed, plus any changes related to the contract, claims for compensation and incentive payments, etc. When the construction contract meet the following critiria, the entity recognizes revenue over time. The customer simultaneously receives and consumes all of the benefits provided by the entity as the entity performs; the entity’s performance creates or enhances an asset that the customer controls as the asset is created; or the entity’s performance does not create an asset with an alternative use to the entity and the entity has an enforceable right to payment for performance completed to date. Contract assets are recognized when the service has been transferred to the customer but the right to unconditionally receive the consideration has not yet been granted. However, there are some contracts, because part of the consideration is collected from the customer when the contract is signed, and the company assumes the obligation to provide labor services in the future, so it is recognized as a contract liability.
Depending on the nature of the contract, the degree of completion is calculated as the proportion of contract costs incurred to date on completion of work to the estimated total contract costs. When the outcome of a construction contract cannot be estimated reliably, contract revenue is recognized only to the extent of expected cost recovery and expected contract losses are recognized immediately in profit or loss.
(19) Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalized as part of the cost of the respective assets. All other borrowing costs are expensed in the period they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.
(20) Government grants
Government grants are recognized where there is reasonable assurance that the grant will be received and all attached conditions will be complied with. Where the grant relates to an asset, it is recognized as deferred income and released to income in equal amounts over the expected useful life of the related asset. When the grant relates to an expense item, it is recognized as
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SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
income over the period necessary to match the grant on a systematic basis to the costs that it is intended to compensate.
Where the Group receives non-monetary grants, the asset and the grant are recorded gross at nominal amounts and released to the statement of comprehensive income over the expected useful life and pattern of consumption of the benefit of the underlying asset by equal annual installments. Where loans or similar assistance are provided by governments or related institutions with an interest rate below the current applicable market rate, the effect of this favorable interest is regarded as additional government grant.
(21) Post-employment benefits
All regular employees of the Company and its domestic subsidiaries are entitled to a pension plan that is managed by an independently administered pension fund committee. Fund assets are deposited under the committee’s name in the specific bank account and hence, not associated with the Company and its domestic subsidiaries. Therefore, fund assets are not included in the Group’s consolidated financial statements. Pension benefits for employees of the overseas subsidiaries and the branches are provided in accordance with the respective local regulations.
For the defined contribution plan, the Company and its domestic subsidiaries will make a monthly contribution of no less than 6% of the monthly wages of the employees subject to the plan. The Company recognizes expenses for the defined contribution plan in the period in which the contribution becomes due. Overseas subsidiaries and branches make contribution to the plan based on the requirements of local regulations.
Post-employment benefit plan that is classified as a defined benefit plan uses the Projected Unit Credit Method to measure its obligations and costs based on actuarial assumptions. Re-measurements, comprising of the effect of the actuarial gains and losses, the effect of the asset ceiling (excluding net interest) and the return on plan assets, excluding net interest, are recognized as other comprehensive income with a corresponding debit or credit to retained earnings in the period in which they occur. Past service costs are recognized in profit or loss on the earlier of:
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SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
-
(a) the date of the plan amendment or curtailment, and
-
(b) the date that the Group recognizes restructuring-related costs
Net interest is calculated by applying the discount rate to the net defined benefit liability or asset, both as determined at the start of the annual reporting period, taking account of any changes in the net defined benefit liability (asset) during the period as a result of contribution and benefit payment.
(22) Income taxes
Income tax expense (income) is the aggregate amount included in the determination of profit or loss for the period in respect of current tax and deferred tax.
Current income tax
Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities, using the tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period. Current income tax relating to items recognized in other comprehensive income or directly in equity is recognized in other comprehensive income or equity and not in profit or loss.
The income tax for undistributed earnings is recognized as income tax expense in the subsequent year when the distribution proposal is approved by the Shareholders’ meeting.
Deferred tax
Deferred tax is provided on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.
Deferred tax liabilities are recognized for all taxable temporary differences, except:
- i. Where the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
accounting profit nor taxable profit or loss
- ii. In respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint arrangements, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.
Deferred tax assets are recognized for all deductible temporary differences, carry forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilized, except:
-
i. Where the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss
-
ii. In respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint arrangements, deferred tax assets are recognized only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilized.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realized or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted at the reporting date. The measurement of deferred tax assets and deferred tax liabilities reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities. Deferred tax relating to items recognized outside profit or loss is recognized outside profit or loss. Deferred tax items are recognized in correlation to the underlying transaction either in other comprehensive income or directly in equity. Deferred tax assets are reassessed at each reporting date and are recognized accordingly.
Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current income tax assets against current
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
income tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.
(23) Business combinations and goodwill
Business combinations are accounted for using the acquisition method. The consideration transferred, the identifiable assets acquired, and liabilities assumed are measured at acquisition date fair value. For each business combination, the acquirer measures any non-controlling interest in the acquire either at fair value or at the non-controlling interest’s proportionate share of the acquirer’s identifiable net assets. Acquisition-related costs are accounted for as expenses in the periods in which the costs are incurred and are classified under administrative expenses.
When the Group acquires a business, it assesses the assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date. This includes the separation of embedded derivatives in host contracts by the acquire.
If the business combination is achieved in stages, the acquisition date fair value of the acquirer’s previously held equity interest in the acquire is remeasured to fair value at the acquisition date through profit or loss. Any contingent consideration to be transferred by the acquirer will be recognized at the acquisition-date fair value. Subsequent changes to the fair value of the contingent consideration, which is deemed to be an asset or liability, will be recognized in accordance with IFRS 9 Financial Instruments (before 1 January 2022: IAS 39 “Financial Instruments: Recognition and Measurement” either in profit or loss or as a change to other comprehensive income. However, if the contingent consideration is classified as equity, it should not be remeasured until it is finally settled within equity.
Goodwill is initially measured as the amount of the excess of the aggregate of the consideration transferred and the non-controlling interest over the net fair value of the identifiable assets acquired and the liabilities assumed. If this aggregate is lower than the fair value of the net assets acquired, the difference is recognized in profit or loss.
After initial recognition, goodwill is measured at cost less any accumulated
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
impairment losses. Goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group’s cash-generating units that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units. Each unit or group of units to which the goodwill is so allocated represents the lowest level within the Group at which the goodwill is monitored for internal management purpose and is not larger than an operating segment before aggregation.
Where goodwill forms part of a cash-generating unit and part of the operation within that unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation. Goodwill disposed of in this circumstance is measured based on the relative recoverable amounts of the operation disposed of and the portion of the cash-generating unit retained.
5. Significant accounting judgments, estimates and assumptions
The preparation of the Group’s consolidated financial statements require management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities, at the end of the reporting period. However, uncertainty about these assumption and estimate could result in outcomes that require a material adjustment to the carrying amount of the asset or liability affected in future periods.
(1) Judgement
In the process of applying the Group’s accounting policies, management has made the following judgements, which have the most significant effect on the amounts recognized in the consolidated financial statements:
De facto control without a majority of the voting rights in investee
The Group does not have more than 50% of the voting rights and is the main shareholder in certain investees. After taking into consideration factors such as absolute size of the Group’s holding, relative size of the other shareholdings, how widely spread the remaining shareholders are, contractual arrangements between shareholders, potential voting rights, etc., the Group reached the conclusion that it has material influence but does not have de facto control over these investees. Please refer to Note 6
196
SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
(7) for further details.
(2) Estimates and assumptions
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below:
(a) Fair value of financial instruments
Where the fair value of financial assets and financial liabilities recorded in the balance sheet cannot be derived from active markets, they are determined using valuation techniques including the income approach (for example the discounted cash flow model) or market approach. Changes in assumptions about these factors could affect the reported fair value of the financial instruments. Please refer to Note 12 for more details. Pension benefits
The cost of post-employment benefit and the present value of the pension obligation under defined benefit pension plans are determined using actuarial valuations. An actuarial valuation involves making various assumptions. These include the determination of the discount rate, future salary increases, mortality rates and future pension increases. Please refer to Note 6 for more details.
(b) Income tax
Uncertainties exist with respect to the interpretation of complex tax regulations and the amount and timing of future taxable income. Given the wide range of international business relationships and the long-term nature and complexity of existing contractual agreements, differences arising between the actual results and the assumptions made, or future changes to such assumptions, could necessitate future adjustments to tax income and expense already recorded. The Group establishes provisions, based on reasonable estimates, for possible consequences of audits by the tax authorities of the respective counties in which it operates. The amount of such provisions is based on various factors, such as experience of previous tax audits and differing interpretations of tax regulations by the taxable entity and the responsible tax authority. Such differences of interpretation may arise on a wide variety of issues depending on the conditions prevailing in
197
SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
the respective Group company's domicile.
Deferred tax assets are recognized for all carryforward of unused tax losses, tax credits and deductible temporary differences to the extent that it is probable that future taxable profit will be available or there are sufficient taxable temporary differences against which the unused tax losses, unused tax credits or deductible temporary differences can be utilized. The amount of deferred tax assets determined to be recognized is based upon the likely timing and the level of future taxable profits and taxable temporary differences together with future tax planning strategies.
(c) Accounts receivables–estimation of impairment loss
The Group estimates the impairment loss of accounts receivables at an amount equal to lifetime expected credit losses. The credit loss is the present value of the difference between the contractual cash flows that are due under the contract (carrying amount) and the cash flows that expects to receive (evaluate forward looking information). However, as the impact from the discounting of short-term receivables is not material, the credit loss is measured by the undiscounted cash flows. Where the actual future cash flows are lower than expected, a material impairment loss may arise. Please refer to Note 6 for more details.
(d) Inventories
Estimates of net realizable value of inventories take into consideration that inventories may be damaged, become wholly or partially obsolete, or their selling prices have declined. The estimates are based on the most reliable evidence available at the time the estimates are made. Please refer to Note 6 for more details.
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SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
6. Contents of significant accounts
(1) Cash and cash equivalents
| Cash on hand Demand deposits Timedeposits Total |
As of 31 December | As of 31 December |
|---|---|---|
| 2022 | 2021 | |
| $7,148 5,101,609 - |
$5,974 3,846,530 156,311 |
|
| $5,108,757 | $4,008,815 |
- (2) Financial assets at fair value through profit or loss
| Financial assets mandatorily at fair value through profit or loss: Stocks Corporate bonds Cross currency swaps Forward exchange contracts Embedded derivative-bonds Total Current Non – current Total |
As of 31 December | As of 31 December | As of 31 December | |
|---|---|---|---|---|
| 2022 | 2021 | |||
| $182,524 72,330 43,578 239 178 |
$190,378 57,168 - 403 2,333 |
|||
| $298,849 | $250,282 | |||
| $298,849 - |
$247,949 2,333 |
|||
| $298,849 | $250,282 |
Financial assets at fair value through profit or loss were not pledged.
- (3) Notes receivables
| Notes receivables arising from operating activities Notes receivables arising from non-operating activities Subtotal (total carrying amount) Less: loss allowance Total |
As of 31 December | As of 31 December |
|---|---|---|
| 2022 $1,757,151 - 1,757,151 - $1,757,151 |
2021 | |
$724,820 - |
||
724,820 - |
||
$724,820 |
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SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
Part of the Group’s notes receivable have been signed into with recourse contracts with financial institutions. Please refer to Note 12.
Notes receivables were not pledged.
The Group follows the requirement of IFRS 9 to assess the impairment. Please refer to Note 6(18) for more details on loss allowance and Note 12 for details on credit risk management.
(4) Trade receivables
| Trade receivables | |
|---|---|
| Trade receivables Less:loss allowance Subtotal Trade receivables from related parties Total |
As of 31 December 2022 2021 $7,213,711 $5,970,535 (76,116) (1,166) 7,137,595 5,969,369 - - $7,137,595 $5,969,369 |
| 2022 | |
| $7,213,711 (76,116) |
|
| 7,137,595 - |
|
| $7,137,595 |
Trade receivables were not pledged.
Trade receivables are generally on 60-120 day terms, while the term for wind energy sales is receiving three-month term acceptance after a period of three-month from delivery due to industry characteristics. The total carrying amount are NT$7,213,711 thousand and NT$5,970,535 thousand as of 31 December 2022 and 2021. Please refer to Note 6(18) for more details on loss allowance of trade receivables for the years ended 31 December 2022 and 2021. (Please refer to Note 12 for more details on credit risk management.)
(5) Inventories
| Inventories | ||
|---|---|---|
| Raw materials Work in progress Finished goods Merchandise Total |
As of 31 December | |
| 2022 | 2021 | |
| $3,763,863 712,258 6,359,589 1,420,435 $12,256,145 |
$3,248,734 755,881 5,057,489 1,117,021 $10,179,125 |
200
SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
The inventory cost recognized as operating costs for the years ended 31 December 2022 and 2021 were NT$22,843,276 thousand and NT$19,121,511 thousand, respectively. The price reduction (gain from price recovery) of inventories related to cost of goods sold were NT$52,598 thousand and NT$(16,832) thousand.
Gain from price recovery of inventories was due to the sale of obsolete products and the net realized value recovery for the year ended 31 December 2021.
No inventories were pledged.
(6) Financial assets at fair value through other comprehensive income
| Equity instrument investments measured at fair value through other comprehensive income – Non-current Unlisted companies’ stocks |
As of 31 December | As of 31 December |
|---|---|---|
| 2022 $358,828 |
2021 | |
| $388,571 |
On 15 June 2022, the Group invested NT$50,000 thousand in Top Taiwan XIV Venture Capital Co., Ltd. which were reported under equity instrument investments measured at fair value through other comprehensive income during the period.
On 25 April 2022, the Group invested NT$8,918 thousand in Katalyst Interactive Inc. which were reported under equity instrument investments measured at fair value through other comprehensive income during the period.
On 20 June 2022, the paid-in capital returned from capital reduction of Top Taiwan Venture Capital Co., Ltd. and Top Taiwan VII Venture Capital Co., Ltd. amounted to NT$11,250 thousand and NT$4,439 thousand, respectively.
In the second quarter of 2021, the Group disposed NT$7,530 thousand in Gongwin Biopharm Holdings Co., Ltd., which were reported under equity instrument investments measured at fair value through other
201
SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
comprehensive income during the period. Upon derecognition, the fair value of the investments was NT$20,832 thousand, and the cumulative disposal gain of NT$13,302 thousand was transferred from other components of equity to retained earnings.
On 26 January 2021, the Group disposed of the unlisted stocks in Japan SINBON Electronics Co., Ltd., which were reported under equity instrument investments measured at fair value through other comprehensive income during the period. Upon derecognition, the fair value of the investments was NT$1,510 thousand, and the cumulative disposal loss of NT$556 thousand was transferred from other components of equity to retained earnings.
The paid-in capital returned as a result of liquidating Top Taiwan III Venture Capital Co., Ltd. in the third quarter of 2021 amounted to NT$777 thousand and the unrealized disposal loss of NT$4,914 thousand was transferred from other components of equity to retained earnings.
On 29 April 2020, Top Taiwan II Venture Capital Co., Ltd., was liquidated. On 22 October 2021, the paid-in capital returned from the liquidation in the amount of NT$471 thousand was received and the unrealized disposal loss of NT$5,979 thousand was transferred from other components of equity to retained earnings
On 23 April 2021, the Group invested NT$75,000 thousand in SINTOP Energy I Corp. which were reported under equity instrument investments measured at fair value through other comprehensive income during the period.
On 9 July 2021, the paid-in capital returned from capital reduction of Top Taiwan VII Venture Capital Co., Ltd. amount was NT$2,499 thousand.
Financial assets at fair value through other comprehensive income were not pledged.
202
SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
(7) Investments accounted for using the equity method
The following table lists the investments accounted for using the equity method of the Group:
| method of the Group: | |||
|---|---|---|---|
| Investees Investments in associates: Listed company Argocy Research Inc. Unlisted companies Sardines Wisdom Technology Co., Ltd. Total |
As of 31 December | ||
| 2022 Carrying amount Percentage of ownership (%) $778,315 20.11% - 26.64% $778,315 |
2021 | ||
| Carrying amount $778,315 - $778,315 |
Carrying amount $784,175 - $784,175 |
Percentage of ownership (%) |
|
| 20.12% 26.64% |
Because Sardines Wisdom Technology Co., Ltd. (Sardines Wisdom) suffered losses and the Group didn’t intend to support Sardines Wisdom, the Group reduced the book value of the investment in Sardines Wisdom to zero through recognizing loss.
On the first quarter of 2022, the Group disposed of 0.2% interest in Argosy Research Inc. The cash consideration amounted to NT$22,519 thousand and the Group recognized gain on disposal of investment in the amount of NT$15,068 thousand. The cumulative gain of disposal amounting to NT$374 thousand was transferred from other components of equity to retained earnings and paid-in capital and exchange differences on translation of foreign operations in the amount of NT$1,927 thousand and NT$(20) thousand was transferred to the profit and loss according to the disposal ratio. Therefore, the Group's ownership interest in Argosy Research Inc. was decreased from 20.12% to 19.92%
203
SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
Argocy Research Inc., which is held by the Group, bought back 1,000,000 treasury shares in the third quarter of 2022, and transferred the repurchased 154,000 shares to employees in the fourth quarter of 2022. Therefore, the shareholding ratio of Argocy Research Inc. increased from 19.92% to 20.11%, and the recognized capital reserve change was NT$1,577 thousand.
In 2021, the Group disposed of 0.29% interest in Argocy Research Inc. The cash consideration amounted to NT$32,196 thousand and the Group recognized gain on disposal of investment in the amount of NT$22,046 thousand. The cumulative disposal gain of NT$472 thousand was transferred from other components of equity to retained earnings and paid-in capital and exchange differences on translation of foreign operations in the amount of NT$2,415 thousand and NT$(30) was transferred to the profit and loss according to the disposal ratio.
On 20 May 2020, Top Taiwan IV Venture Capital Co., Ltd., was liquidated. On 27 September 2021, the paid-in capital returned from the liquidation in the amount of NT$5,886 thousand was received and the Group has recognized gain on disposal of investment in the amount of NT$315 thousand.
Although the Group holds 20.11% of the voting rights of Argocy Research Inc., the decisions related to its activities must be approved by the majority of the voting rights of the relevant shareholders' meeting. In this case, it shows that the Group does not have the actual ability to unilaterally lead the relevant activities. Accordingly, the Group has no control but only significant influence over Argocy Research Inc.
Fair value of the investment in the associate when there is a quoted market price for the investment: Argocy Research Inc. is a listed entity on the Taipei Exchange (TPEx). The fair value of the investment in Argocy Research Inc. was NT$1,435,660 thousand and NT$2,446,976 thousand as of 31 December 2022 and 31 December 2021, respectively.
The Group’s investments in Argocy Research Inc. and Sardines Wisdom Technology Co., Ltd. are not individually material. The aggregate financial information of the Group’s share of its associates is as follows:
204
SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
| Profit or loss from continuing operations Other comprehensive income (post-tax) Total comprehensive income |
For the years ended 31 December |
For the years ended 31 December |
|---|---|---|
| 2022 $122,148 (19,731) $102,417 |
2021 | |
| $130,470 53,842 |
||
| $184,312 |
The associates had no contingent liabilities capital commitments and pledged as of 31 December 2022 and 31 December 2021.
Our audit, insofar as it related to the investments accounted for under the equity method amounting to NT$778,315 thousand and NT$784,175 thousand as of 31 December 2022 and 2021; the related shares of investment income from the associates and joint ventures amounted to NT$122,148 thousand and NT$130,470 thousand for the years ended 31 December 2022 and 2021, respectively; and the related shares of other comprehensive income from the associates and joint ventures amounted to NT$(19,731) thousand and NT$53,842 thousand for the years ended 31 December 2022 and 2021, respectively; are based solely on the reports of other independent accountants.
(8) Property, plant and equipment
| Cost: | Land $215,174 24,853 - (182) - $239,845 |
Buildings $2,208,012 58,905 (726) 20,181 96,817 $2,383,189 |
Machinery and equipment $1,468,996 220,764 (21,022) 35,287 26,183 $1,730,208 |
Office equipment $209,626 24,941 (9,755) 4,767 (1,533) $228,046 |
Transportation equipment $31,638 2,602 - 687 1,629 $36,556 |
Other equipment $522,427 73,066 (26,102) 8,352 17,945 |
Leasehold improvements $123,606 376 (378) 467 - $124,071 |
Construction in progress and equipment pending examination $32,219 67,152 - 280 (39,402) $60,249 |
Total |
|---|---|---|---|---|---|---|---|---|---|
| $4,811,698 472,659 (57,983) 69,839 101,639 |
|||||||||
| As of 1 January 2022 Additions Disposals Exchange differences Other changes As of 31 December 2022 |
|||||||||
| $595,688 | $5,397,852 |
205
SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
| As of 1 January 2021 Additions Disposals Exchange differences Other changes As of 31 December 2021 Depreciation and impairment: |
Land $171,952 43,759 - (537) - $215,174 $ - - - - - $ - $ - - - - - $ - $239,845 $215,174 |
Buildings $2,207,045 50,598 (48,037) (18,749) 17,155 $2,208,012 $824,823 108,360 (621) 8,704 - $941,266 $745,716 133,744 (48,022) (6,615) - $824,823 $1,441,923 $1,383,189 |
Machinery and equipment $1,267,574 234,827 (39,485) (14,964) 21,044 $1,468,996 $739,710 149,903 (17,274) 16,269 - $888,608 $657,850 119,289 (29,367) (8,062) - $739,710 $841,600 $729,286 |
Office equipment $191,645 28,092 (8,764) (3,490) 2,143 $209,626 $138,572 25,727 (9,246) 3,395 - $158,448 $126,920 21,695 (7,496) (2,547) - $138,572 $69,598 $71,054 |
Transportation equipment $32,264 1,399 (1,881) (174) 30 $31,638 $21,314 3,857 - 494 - $25,665 $19,609 3,516 (1,693) (118) - $21,314 $10,891 $10,324 |
Other equipment $551,650 97,709 (141,941) (1,666) 16,675 $522,427 $244,143 74,968 (9,067) 3,928 - $313,972 $192,372 65,765 (13,179) (815) - $244,143 $281,716 $278,284 |
Leasehold improvements $24,275 17,561 (1,467) (126) 83,363 $123,606 $15,065 11,999 (378) 467 - $27,153 $12,436 4,221 (1,467) (125) - $15,065 $96,918 $108,541 |
Construction in progress and equipment pending examination $10,227 67,408 - 2,990 (48,406) $32,219 $ - - - - - $ - $ - - - - - $ - $60,249 $32,219 |
Total |
|---|---|---|---|---|---|---|---|---|---|
| $4,456,632 541,353 (241,575) (36,716) 92,004 |
|||||||||
| $4,811,698 | |||||||||
| $1,983,627 374,814 (36,586) 33,257 - |
|||||||||
| As of 1 January 2022 Depreciation Disposals Exchange differences Other changes As of 31 December 2022 As of 1 January 2021 Depreciation Disposals Exchange differences Other changes As of 31 December 2021 Net carrying amount as at: |
|||||||||
| $2,355,112 | |||||||||
| $1,754,903 348,230 (101,224) (18,282) - |
|||||||||
| $1,983,627 | |||||||||
| $3,042,740 | |||||||||
| 31 December 2022 31 December 2021 |
|||||||||
| $2,828,071 |
Property, plant and equipment was not pledged.
There is no capitalization of interest due to purchase of property, plant and equipment.
206
SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
Components of building that have different useful lives are the main building structure and air conditioning, which are depreciated over 50 years and 25 years, respectively.
- (9) Other non-current assets
| Other non-current assets | ||
|---|---|---|
Prepayment for equipment Long-term deferred charges Refundable deposits Other assets Total |
As of31 December | |
| 2022 $314,214 102,559 83,474 44,967 $545,214 |
2021 | |
| $273,899 95,907 50,459 21,440 |
||
| $441,705 |
No other non-current assets were pledged.
- (10) Short-term loans
| Short-term loans | ||
|---|---|---|
| Unsecured bank loans Interest rates applied |
As of31 December 2022 2021 $3,457,685 $3,357,725 2022 2021 0.54%~5.57% 0.53%~3.90% |
|
| 2022 $3,457,685 2022 0.54%~5.57% |
||
| $3,357,725 2021 0.53%~3.90% |
The Group’s unused short-term lines of credits amounted to NT$8,801,078 thousand and NT$7,230,547 thousand as of 31 December 2022 and 2021, respectively.
- (11) Financial liabilities at fair value through profit or loss
| Held for trading: Derivatives not designated as hedging Instruments Embedded derivative-bonds Cross currency swaps Total Current Non-current Total |
As of31 | December |
|---|---|---|
| 2022 | 2021 $ - 241 $241 $241 - $241 |
|
| $5,100 - |
||
| $5,100 | ||
| $ - 5,100 |
||
| $5,100 |
207
SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
(12) Other payables
| ther payables | ||
|---|---|---|
| Salaries payable Commissions payable Professional service fees payable Employee's compensation Remuneration to directors and superrisors Dividend payable Other payables-other Total |
As of31 | December |
| 2022 $699,310 159,302 56,794 42,425 31,639 20,814 873,642 $1,883,926 |
2021 | |
$586,371 107,436 38,397 36,770 24,700 20,452 679,825 |
||
| $1,493,951 |
(13) Bonds payable
| onds payable | ||
|---|---|---|
| Liability component Principal amount Discounts on bonds payable Subtotal Less: current portion Net Embedded derivative Equity component |
As of31 December | |
| 2022 | 2021 | |
| $1,178,100 (56,171) |
$1,014,400 (20,049) |
|
| 1,121,929 (176,281) |
994,351 - |
|
| $945,648 | $994,351 |
|
| $4,922 | $(2,333) |
|
| $110,602 | $112,157 |
A. Issuance of convertible bonds:
On 12 December 2022, the Company issued the eighth zero coupon unsecured convertible bonds. The terms of the convertible bonds were evaluated to include a liability component, embedded derivatives (a call option and a put option) and an equity component (an option for conversion into issuer’s ordinary shares). The terms of the bonds are as follows:
Issue amount: NT$1,000,000 thousand
Period: 12 December 2022 ~ 12 December 2025
208
SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
Redemption clauses:
-
a. The Company may redeem the bonds, in whole or in part, after 3 months of the issuance (13 March 2023) and prior to 40 days before the maturity date (2 November 2025), at the principal amount of the bonds with an interest calculated at the rate of 0% per annum (early redemption conversion price) if the closing price of the Company’s ordinary shares on the Taiwan Stock Exchange (TWSE) for a period of 30 consecutive trading days, is at least 130% of the conversion price.
-
b. The Company may redeem the bonds, in whole or in part, after 3 months of the issuance (13 March 2023) and prior to 40 days before the maturity date (2 November 2025), at the early redemption conversion price if at least 90% in principal amount of the bonds has already been exchanged, redeemed, purchased or cancelled.
-
c. The Company may redeem the bonds in cash, within 5 trading days after the base date of withdrawing the bonds as stated on the “Withdrawal of Convertible Bonds Notice”, at the par value if the bondholders do not reply to the share affair agency in writing before the base date.
Reversal clauses:
- a. The bondholders have the right to require the Company to redeem all or any portion of the bonds, 40 days prior to 2 year anniversary (12 December 2024) of the issuance, at the principal amount of the bonds with an interest calculated at the rate of 0.5% per annum.
Terms of Exchange:
-
a. Underlying Securities: Common shares of the Company
-
b. Exchange Period: The bonds are exchangeable at any time on or after 13 March 2023 and prior to 12 December 2025 into common shares of the Company
-
c. Exchange Price and Adjustment: The exchange price was originally NT$286.5 per share. The exchange price will be subject to
209
SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
adjustments upon the occurrence of certain events set out in the indenture.
In accordance with IFRS 9, said financial instrument is classified as an embedded derivative so the exercise price of the embedded put option is allocated to the liability component and equity component. The equity component is assigned the residual amount after deducting from the fair value of the instrument as a whole the amount separately determined for the liability component. The difference between the equity component and the book value was recognized in profit or loss. The difference between the liability component and the book value was recognized in “Share premium-warrants”.
The financial assets of convertible bonds are measured at amortized cost, fair value through profit or loss amounted to NT$5,100 thousand as of 31 December 2022.
- B. On 15 December 2020, the Company issued the seventh zero coupon unsecured convertible bonds. The terms of the convertible bonds were evaluated to include a liability component, embedded derivatives (a call option and a put option) and an equity component (an option for conversion into issuer’s ordinary shares). The terms of the bonds are as follows:
Issue amount: NT$1,300,000 thousand
Period: 15 December 2020 ~ 15 December 2023
Redemption clauses:
-
a. The Company may redeem the bonds, in whole or in part, after 3 months of the issuance (16 March 2021) and prior to 40 days before the maturity date (5 November 2023), at the principal amount of the bonds with an interest calculated at the rate of 0% per annum (early redemption conversion price) if the closing price of the Company’s ordinary shares on the Taiwan Stock Exchange (TWSE) for a period of 30 consecutive trading days, is at least 130% of the conversion price.
-
b. The Company may redeem the bonds, in whole or in part, after 3 months of the issuance (16 March 2021) and prior to 40 days before the maturity date (5 November 2023), at the early
210
SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
redemption conversion price if at least 90% in principal amount of the bonds has already been exchanged, redeemed, purchased or cancelled.
- c. The Company may redeem the bonds in cash, within 5 trading days after the base date of withdrawing the bonds as stated on the “Withdrawal of Convertible Bonds Notice”, at the par value if the bondholders do not reply to the share affair agency in writing before the base date.
Reversal clauses:
- a. The bondholders have the right to require the Company to redeem all or any portion of the bonds, 40 days prior to 2 year anniversary (15 December 2022) of the issuance, at the principal amount of the bonds with an interest calculated at the rate of 0.5% per annum.
Terms of Exchange:
-
a. Underlying Securities: Common shares of the Company
-
b. Exchange Period: The bonds are exchangeable at any time on or after 16 March 2021 and prior to 15 December 2023 into common shares of the Company.
-
c. Exchange Price and Adjustment: The exchange price was originally NT$203 per share. The exchange price will be subject to adjustments upon the occurrence of certain events set out in the indenture. On 31 December 2022 and 31 December 2021, the exchange prices were NT$192.7 and NT$197.7, respectively.
In accordance with IFRS 9, said financial instrument is classified as an embedded derivative so the exercise price of the embedded put option is allocated to the liability component and equity component. The equity component is assigned the residual amount after deducting from the fair value of the instrument as a whole the amount separately determined for the liability component.
The difference between the equity component and the book value was recognized in profit or loss. The difference between the liability component and the book value was recognized in “Share premium-warrants”.
211
SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
The financial assets of convertible bonds are measured at amortized cost, fair value through profit or loss amounted to NT$178 thousand and NT$2,333 thousand as of 31 December 2022 and 31 December 2021, respectively.
The convertible bonds that have already been converted were NT$1,121,900 thousand and NT$285,600 thousand as at 31 December 2022 and 31 December 2021, respectively.
(14)Long-term deferred revenue
| (14) Long-term deferred revenue | |||
|---|---|---|---|
| Beginning balance Amortization Exchange differences Ending balance Deferred revenue - related to assets |
For the years ended 31 December 2022 2021 $13,957 $14,378 (367) (360) 248 (61) $13,838 $13,957 As of 31 December |
||
| 2022 $13,838 |
2021 | ||
| $13,957 |
Government grants have been received for the purchase of certain items ofproperty, plant and equipment. There are no unfulfilled conditions or contingencies attached to these grants.
(15)Post-employment benefits
Defined contribution plan
The Company and its domestic subsidiaries adopt a defined contribution plan in accordance with the Labor Pension Act of the R.O.C. Under the Labor Pension Act, the Company and its domestic subsidiaries will make monthly contributions of no less than 6% of the employees’ monthly wages to the employees’ individual pension accounts. The Company and its domestic subsidiaries have made monthly contributions of 6% of each individual employee’s salaries or wages to employees’ pension accounts.
Subsidiaries located in the People’s Republic of China will contribute social welfare benefits based on a certain percentage of employees’ salaries or
212
SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
wages to the employees’ individual pension accounts.
Pension benefits for employees of overseas subsidiaries and branches are provided in accordance with the local regulations.
Pension expenses under the defined contribution plan for the years ended 31 December 2022 and 2021 were NT$62,526 thousand and NT$60,074 thousand, respectively.
Defined benefits plan
The Company and its domestic subsidiaries adopt a defined benefit plan in accordance with the Labor Standards Act of the R.O.C. The pension benefits are disbursed based on the units of service years and the average salaries in the last month of the service year. Two units per year are awarded for the first 15 years of services while one unit per year is awarded after the completion of the 15th year. The total units shall not exceed 45 units. Under the Labor Standards Act, the Company and its domestic subsidiaries contribute an amount equivalent to 2% of the employees’ total salaries and wages on a monthly basis to the pension fund deposited at the Bank of Taiwan in the name of the administered pension fund committee. Before the end of each year, the Company and its domestic subsidiaries assess the balance in the designated labor pension fund. If the amount is inadequate to pay pensions calculated for workers retiring in the same year, the Company and its domestic subsidiaries will make up the difference in one appropriation before the end of March the following year.
The Ministry of Labor is in charge of establishing and implementing the fund utilization plan in accordance with the Regulations for Revenues, Expenditures, Safeguard and Utilization of the Labor Retirement Fund. The pension fund is invested in-house or under discretionary accounts, based on a passive-aggressive investment strategy for long-term profitability. The Ministry of Labor establishes checks and risk management mechanism based on the assessment of risk factors including market risk, credit risk and liquidity risk, in order to maintain adequate manager flexibility to achieve targeted return without over-exposure of risk. With regard to utilization of the pension fund, the minimum earnings in the annual distributions on the final financial statement shall not be less than the earnings attainable from the amounts accrued from two-year time deposits with the interest rates offered by local banks. Treasury Funds can be used to cover the deficits after the approval of the competent authority. As the Company does not participate in the operation and management of the pension fund, no disclosure on the fair value of the plan assets categorized in different classes could be made in accordance with paragraph 142 of IAS 19. The Group
213
SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
expects to contribute NT$9,600 thousand to its defined benefit plan during the 12 months beginning after 31 December 2022.
The weighted average duration of the defined benefits obligation was 10.5 years as of 31 December 2022.
Pension costs recognized in profit or loss are as follows:
| Current service costs Net interest on the net defined benefit liabilities (assets) Total |
For the years ended 31 December |
For the years ended 31 December |
|---|---|---|
| 2022 | 2021 | |
| $687 408 |
$797 601 |
|
| $1,095 | $1,398 |
Reconciliations of liabilities (assets) of the defined benefit obligation and plan assets at fair value are as follows:
Defined benefit obligation Plan assets at fair value Net defined benefit liabilities Less: current portion Net defined benefit liabilities, noncurrent |
As of | ||
|---|---|---|---|
| 31 Dec. 2022 |
31 Dec. 2021 |
1 Jan. 2021 | |
| $134,168 (80,576) |
$140,221 (72,660) |
$138,096 (65,131) |
|
| 53,592 (91) |
67,561 - |
72,965 - |
|
| $53,501 | $67,561 | $72,965 |
Reconciliation of liabilities (assets) of the defined benefit plan are as follows:
| follows: | |||
|---|---|---|---|
| As of 1 January 2021 Current service cost Interest expense (income) Subtotal |
As of | ||
| Defined benefit obligation |
Plan assets at fair value |
Net defined benefit liabilities |
|
| $138,096 797 1,174 |
$(65,131) - (573) |
$72,965 797 601 |
|
| 140,067 | (65,704) | 74,363 |
214
SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
| Remeasurements of the defined benefit liabilities /assets: Actuarial gains and losses arising from changes in financial assumptions Experience adjustments Remeasurements of the defined benefit assets Subtotal Payments of benefit obligation Contributions by employer As of 31 December 2021 Current period service costs Interest expense (income) Subtotal Remeasurements of the defined benefit liabilities /assets: Actuarial gains and losses arising from changes in financial assumptions Experience adjustments Remeasurements of the defined benefit assets Subtotal Payments of benefit obligation Contributions by employer As of 31 December 2022 |
As of | ||
|---|---|---|---|
| Defined benefit obligation |
Plan assets at fair value |
Net defined benefit liabilities |
|
| 2,372 (1,584) - |
- - (610) |
2,372 (1,584) (610) |
|
| 788 | (610) | 178 | |
| (634) - |
634 (6,980) |
- (6,980) |
|
| 140,221 687 911 |
(72,660) - (503) |
67,561 687 408 |
|
| 141,819 | (73,163) | 68,656 | |
(6,073) 5,416 - |
- - (5,207) |
(6,073) 5,416 (5,207) |
|
| (657) | (5,207) | (5,864) | |
| (6,994) - |
6,994 (9,200) |
- (9,200) |
|
| $134,168 | $(80,576) | $53,592 |
The principal assumptions used in determining the Company’s defined benefit plan are shown below:
| Discount rate Expected rate of salary increases |
As of 31 December | As of 31 December |
|---|---|---|
| 2022 | 2021 | |
| 0.85% 3.00% |
0.65% 3.00% |
215
SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
Sensitivity analysis for significant assumption are shown below:
| Discount rate increase by 0.50% Discount rate decrease by 0.50% Future salary increase by 1.00% Future salary decrease by 1.00% |
For theyears ended 31 December | For theyears ended 31 December | For theyears ended 31 December | For theyears ended 31 December |
|---|---|---|---|---|
| 2022 | 2021 | |||
| Defined benefit obligation increase |
Defined benefit obligation decrease |
Defined benefit obligation increase |
Defined benefit obligation decrease |
|
| $ - 5,028 10,101 - |
$4,717 - - 9,084 |
$ - 6,228 12,468 - |
$5,810 - - 11,098 |
The sensitivity analyses above are based on a change in a significant assumption (for example: change in discount rate or future salary), keeping all other assumptions constant. The sensitivity analyses may not be representative of an actual change in the defined benefit obligation as it is unlikely that changes in assumptions would occur in isolation of one another.
There was no change in the methods and assumptions used in preparing the sensitivity analyses compared to the previous period.
(16)Equities
(a) Common stock
The Company’s authorized capital was NT$4,500,000 thousand as of 31 December 2022 and 2021. The issued capital was NT$2,365,841 thousand and NT$2,333,770 thousand in a total of 236,584 thousand shares and 233,377 thousand shares, respectively. Each share has one voting right and a right to receive dividends.
The investors requested to convert the Company’s convertible bonds into common stocks in the amount of NT$42,981 thousand in a total of 4,298 thousand shares from 1 January 2022 to 31 December 2022, and 2,378 thousand shares had completed the registration process as of 31 December 2022. As the registration process has not been completed, the accumulated book value of certificate of entitlement to new shares from convertible bond amounted to NT$19,200 thousand in a total of 1,920 thousand shares as of 31 December 2022.
216
SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
As of 1 January 2022, the accumulated book value of certificates of bond - to - stock conversion that had completed the registration process amounted to NT$8,290 thousand in a total of 829 thousand shares in the first quarter of 2022.
(b) Capital surplus
| (b) Capital surplus | ||
|---|---|---|
| Additional paid-in capital Treasury share transactions Share of changes in net assets of associates and joint ventures accounted for using the equity method Difference between consideration received and carrying amount of interests in subsidiaries acquired/disposed of Increase through changes in ownership interests in subsidiaries Premium from merger Share options Total |
As of 31 December | |
| 2022 $2,416,991 5,749 132,519 27,385 373,254 705 110,602 $3,067,205 |
2021 | |
| $1,543,555 5,749 132,869 22,183 373,254 705 112,157 |
||
| $2,190,472 |
According to the Company Act, the capital reserve shall not be used except for making good the deficit of the company. When a company incurs no loss, it may distribute the capital reserves related to the income derived from the issuance of new shares at a premium or income from endowments received by the company. The distribution could be made in cash or in the form of dividend shares to its shareholders in proportion to the number of shares being held by each of them.
217
SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
(c) Retained earnings and dividend policies
According to the Company’s Articles of Incorporation, current year’s earnings, if any, shall be distributed in the following order:
-
a. Payment of all taxes and dues;
-
b. Offset prior years’ operation losses;
-
c. Set aside 10% as legal reserve;
-
d. Set aside or reverse special reserve in accordance with law and regulations;
-
e. The distribution of the remaining portion, if any, will be recommended by the Board of Directors and resolved in the shareholders’ meeting.
As the Company is undergoing a growth stage, the policy of dividend distribution should reflect its long-term financial planning. The Board of Directors shall make the distribution proposal annually and present it at the Shareholder’s meeting every year. The distribution of shareholders dividend shall be allocated cash dividends to be distributed may not be less than 10% of total dividends to be distributed.
According to the Company Act, the Company needs to set aside amount to legal reserve unless where such legal reserve amounts to the total paid-in capital. The legal reserve can be used to make good the deficit of the Company. When the Company incurs no loss, it may distribute the portion of legal serve which exceeds 25% of the paid-in capital by issuing new shares or by cash in proportion to the number of shares being held by each of the shareholders.
When the Company distributing distributable earnings, it shall set aside to special reserve, an amount equal to “other net deductions from shareholders” equity for the current fiscal year, provided that if the company has already set aside special reserve according to the requirements for the adoption of IFRS, it shall set aside supplemental special reserve based on the difference between the amount already set aside and other net deductions from shareholders’ equity. For any subsequent reversal of other net deductions from shareholders’ equity, the amount reversed may be distributed from the special
218
SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
reserve.
The FSC on 31 March 2021 issued Order No. Financial-SupervisorySecurities-Corporate-1090150022, which sets out the following provisions for compliance:
On a public company's first-time adoption of the IFRS, for any unrealized revaluation gains and cumulative translation adjustments (gains) recorded to shareholders’ equity that the company elects to transfer to retained earnings by application of the exemption under IFRS 1, the company shall set aside special reserve. For any subsequent use, disposal or reclassification of related assets, the Company can reverse the special reserve by the proportion of the special reserve first appropriated and distribute it.
The Company did not reverse any special reserve as a result of use, disposal or reclassification of related assets during the years ended 31 December 2022 and 2021.
Details of the 2022 and 2021 earnings distribution and dividends per share as approved and resolved by the Board of Directors’ meeting and shareholders’ meeting on 9 March 2023 and 30 May 2022, respectively, are as follows:
Common stock -cash dividend Legal reserve Special reserve |
Appropriation of earnings | Appropriation of earnings | Dividendper share(NT$) | Dividendper share(NT$) |
|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |
| $2,030,999 288,562 (111,279) |
$1,640,858 233,305 (17,754) |
$8.5 | $7.0 |
Please refer to Note 6(20) for details on employees’ compensation and remuneration to directors and supervisors.
219
SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
(d) Non-controlling interests
| Non-controlling interests | |||
|---|---|---|---|
| Beginning balance Gains attributable to non-controlling interests Other comprehensive income, attributable to non-controlling interests, net of tax: Exchange differences resulting from translating the financial statements of foreign operations Unrealized gains or losses measured at fair value through other comprehensive income Disposal of the shares of the subsidiary Dividend distribution of the subsidiary Acquisition of new shares in a subsidiary not in proportionate to ownership interest Acquisition of the shares of the subsidiary Ending balance |
For the years ended 31 December |
||
| 2022 | 2021 | ||
| $777,634 142,477 9,655 (3,789) - (66,678) - (19,734) $839,565 |
$613,345 156,327 (2,809) 3,458 8,747 (49,270) 28,325 19,511 $777,634 |
(17)Operating revenue
| (17) Operating revenue | ||
|---|---|---|
| For the years | ended | |
| 31 December | ||
| 2022 | 2021 | |
| Revenue from contracts with customers | ||
| Sale of goods | $29,772,576 | $24,971,208 |
| Construction revenues | 162,981 | - |
| Other operating revenue | 639,243 | 559,498 |
| Total | $30,574,800 | $25,530,706 |
Analysis of revenue from contracts with customers for the years ended 31 December 2022 and 2021 are as follows:
220
SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
(1) Disaggregation of revenue
For the year ended 31 December 2022
| Green | Industrial | Medical | Automotive& | |||
|---|---|---|---|---|---|---|
| Energy | Application | Health |
Aviation | Communication | Total | |
| Sale of | $7,866,165 | $8,027,907 | $2,725,386 | $4,204,699 | $6,948,419 | $29,772,576 |
| goods | ||||||
| Construction | 162,981 | - | - |
- | - | 162,981 |
| revenues | ||||||
| Other | 168,893 | 172,366 | 58,516 |
90,279 | 149,189 | 639,243 |
| operating | ||||||
| revenues | ||||||
| Total | $8,198,039 | $8,200,273 | $2,783,902 |
$4,294,978 | $7,097,608 | $30,574,800 |
| Timing of | ||||||
| revenue | ||||||
| recognition: | ||||||
| At a point | $8,035,058 | $8,200,273 | $2,783,902 | $4,294,978 | $7,097,608 | $30,411,819 |
| in time | ||||||
| Over time | 162,981 | - | - |
- | - | 162,981 |
| Total | $8,198,039 | $8,200,273 | $2,783,902 |
$4,294,978 | $7,097,608 | $30,574,800 |
| For the year ended 31 | December 2021 | |||||
| Green | Industrial | Medical | Automotive& | |||
| Energy | Application | Health | Aviation | Communication | Total | |
| Sale of | $5,909,886 | $6,756,823 | $2,401,456 | $2,906,210 | $6,944,237 | $24,918,612 |
| goods | ||||||
| Other | 145,169 | 165,973 | 58,989 | 71,387 | 170,576 | 612,094 |
| operating | ||||||
| revenues | ||||||
| Total | $6,055,055 | $6,922,796 | $2,460,445 | $2,977,597 | $7,114,813 | $25,530,706 |
| Timing of | ||||||
| revenue | ||||||
| recognition: | ||||||
| At a point | $6,055,055 | $6,922,796 | $2,460,445 | $2,977,597 | $7,114,813 | $25,530,706 |
| in time | ||||||
| Over | - | - | - | - | - | - |
| time | ||||||
| Total | $6,055,055 | $6,922,796 | $2,460,445 | $2,977,597 | $7,114,813 | $25,530,706 |
221
SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
(2) Contract balances
Contract liabilities – current
| Sales of goods Construction revenues Total |
As of | ||
|---|---|---|---|
| 31 Dec. 2022 | 31 Dec. 2021 | 1 Jan. 2021 | |
| $4,725,055 255,641 |
$2,825,473 - |
$1,677,711 - |
|
| $4,980,696 | $2,825,473 |
$1,677,711 |
For the years ended 31 December 2022 and 2021, contract liabilities increase as the consideration received from customers did not satisfy its performance obligations.
(3) Transaction price allocated to unsatisfied performance obligations
As of December 31, 2022, the Group's total transaction price apportioned to unsatisfied performance obligations is NT$3,690,717 thousand. The Group will gradually recognize the revenue with the completion of these projects, which are expected to be completed in the next 4 years.
(4) Assets recognized from costs to fulfil a contract
None.
- (18) Expected credit losses
| Expected credit losses | ||
|---|---|---|
| Operation expense- Expected credit losses Trade receivables |
For the years ended 31 December |
|
| 2022 | 2021 | |
| $76,385 | $1,790 |
Please refer to Note 12 for more details on credit risk.
The Group considers the grouping of trade receivables (including note receivables and trade receivables) by counterparties’ credit rating, by geographical region and by industry sector and its loss allowance is measured by using a provision matrix. The assessment of the Group’s loss allowance as of 31 December 2022 and 2021 are as follows:
222
SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
As at 31 December 2022
| Group 1 Not yet due Gross carrying amount $249,997 Loss rate 6% Lifetime expected credit losses (13,939) Carrying amount of trade receivables $236,058 Group 2 Not yet due (Note) Gross carrying amount $7,812,661 Loss rate -% Lifetime expected credit losses - Carrying amount of trade receivables $7,812,661 As at 31 December 2021 Not yet due (Note) Gross carrying amount $6,345,759 Loss rate -% Lifetime expected credit losses - Carrying amount of trade receivables $6,345,759 |
Overdue | Total |
||||
|---|---|---|---|---|---|---|
| <=30 days |
31-60 days |
61-90 days |
91-120 days |
>=121 days | ||
$55,452 12% (6,625) $48,827 |
$3,468 12% (410) $3,058 |
$37,841 12% (4,519) $33,322 Overdue |
$192,567 15% (28,278) $164,289 |
$84,967 25% |
$624,292 |
|
| (21,179) | (74,950) | |||||
$63,788 |
$549,342 |
|||||
Total |
||||||
| <=30 days |
31-60 days |
61-90 days |
91-120 days |
>=121 days | ||
$417,178 -% - $417,178 |
$83,152 -% - $83,152 |
$19,106 -% - $19,106 Overdue |
$2,356 -% - $2,356 |
$12,117 5%-100% |
$8,346,570 |
|
(1,166) |
(1,166) | |||||
$10,951 |
$8,345,404 |
|||||
Total |
||||||
| <=30 days |
31-60 days |
61-90 days |
91-120 days |
>=121 days | ||
$262,610 -% - $262,610 |
$65,833 -% - $65,833 |
$5,212 -% - $5,212 |
$1,202 -% - $1,202 |
$14,739 5%-100% |
$6,695,355 (1,166) |
|
(1,166) |
||||||
$13,573 |
$6,694,189 |
Note: The Group’s note receivables are not overdue.
223
SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
The movement in the provision for impairment of note receivables and trade receivables during the 31 December 2022 and 2021 are as follows:
| Balance, beginning of year Write off Addition/(reversal) for the current period Exchange difference Balance, end of year |
For the years ended 31 December |
For the years ended 31 December |
|---|---|---|
| 2022 $1,166 (1,435) 76,385 - $76,116 |
2021 | |
| $1,166 (1,790) 1,790 - |
||
| $1,116 |
(19) Leases
The Group is a lessee
The Group leases various properties, including real estate such as land and buildings, machinery and equipment, transportation equipment and office equipment. The lease terms range from 1 to 16 years.
The Group’s leases effect on the financial position, financial performance and cash flows are as follow:
-
A. Amounts recognized in the balance sheet
-
(a) Right-of-use asset
The carrying amount of right-of-use assets
| Land Buildings Machinery and equipment Transportation equipment Total |
As of 31 December | As of 31 December |
|---|---|---|
| 2022 | 2021 | |
| $57,746 323,566 27,292 24,004 |
$58,360 357,036 30,609 15,988 |
|
| $432,608 | $461,993 |
During the years ended 31 December 2022 and 2021, the Group’s
additions to right-of-use assets amounting to NT$67,622 thousand and NT$201,829 thousand.
224
SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
(b) Lease liabilities
| Lease liabilities Current Non-Current Total |
As of 31 December | As of 31 December |
|---|---|---|
| 2022 | 2021 | |
| $99,449 268,921 |
$93,555 307,261 |
|
| $368,370 | $400,816 |
Please refer to Note 6(21)(d) for the interest on lease liabilities recognized during the years ended 31 December 2022 and 2021. Refer to Note 12 (5) liquidity risk management for the maturity analysis for lease liabilities as of 31 December 2022 and 2021.
B. Amounts recognized in the statements of comprehensive income
Depreciation charge for right-of-use assets
| Land Buildings Machinery and equipment Transportation equipment Total |
For the years ended 31 December |
For the years ended 31 December |
|---|---|---|
| 2022 | 2021 | |
| $1,651 81,020 6,045 11,332 |
$1,096 79,661 5,070 10,201 |
|
| $100,048 | $96,028 |
C. Income and costs relating to leasing activities
| The expenses relating to short-term leases |
For the years ended 31 December |
For the years ended 31 December |
|---|---|---|
| 2022 | 2021 | |
| $41,802 | $29,212 |
D. Cash outflow related to lessee and lease activity
During the years ended 31 December 2022 and 2021, the Group’s total cash outflows for leases amounting to NT$147,643 thousand and NT$161,762 thousand.
225
SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
- (20) Summary statement of employee benefits, depreciation and amortization expenses by function for the years ended 31 December 2022 and 2021:
| For theyears ended 31 December | For theyears ended 31 December | For theyears ended 31 December | For theyears ended 31 December | |||
|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||
| Operating costs |
Operating expenses |
Total | Operating costs |
Operating expenses |
Total | |
| Employee benefits expense | ||||||
| Salaries | $2,040,579 | $1,906,111 | $3,946,690 | $1,981,114 | $1,642,666 | $3,623,780 |
| Labor and health insurance | 230,510 | 225,204 | 455,714 | 177,994 | 194,889 | 372,883 |
| Pension | 26,863 | 36,757 | 63,620 | 26,311 | 35,161 | 61,472 |
| Other employee benefits expense |
165,156 | 105,415 | 270,571 | 136,538 | 91,636 | 228,174 |
| Depreciation | 282,981 | 191,881 | 474,862 | 248,996 | 195,262 | 444,258 |
| Amortization | 16,468 | 34,725 | 51,193 | 12,553 | 27,361 | $39,914 |
According to the Articles of Incorporation, 1% to 15% of profit of thecurrent year is distributable as employees’ compensation and no higher than 3% of profit of the current year is distributable as remuneration to directors and supervisors. However, the company's accumulated losses shall have been covered. The Company may, by a resolution adopted by a majority vote at a meeting of Board of Directors attended by two-thirds of the total number of directors, have the profit distributable as employees’ compensation in the form of shares or in cash; and in addition thereto a report of such distribution is submitted to the shareholders’ meeting. Information on the Board of Directors’ resolution regarding the employees’ compensation and remuneration to directors and supervisors can be obtained from the “Market Observation Post System” on the website of the TWSE.
Based on profit of 31 December 2022, the Company estimated the amounts of the employees’ compensation and remuneration to directors and supervisors for the year ended of 31 December 2022 to be 1.01% and 0.68% of profit, respectively. The employees’ compensation and remuneration to directors and supervisors for the year ended of 31 December 2022 amount to NT$35,000 thousand and NT$23,500 thousand respectively, recognized as employee benefits expense.
226
SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
A resolution was passed at the Board of Directors meeting held on 9 March 2022 to distribute NT$35,000 thousand and NT$23,500 thousand in cash as employees’ compensation and remuneration to directors and supervisors of 2022, respectively. Differences between the estimated amount and the actual distribution of the employee compensation and remuneration to directors and supervisors for the year ended 31 December 2022 are recognized in profit or loss of the subsequent year in 2023.
The employees’ compensation and remuneration to directors and supervisors for the year ended of 31 December 2021 amount to NT$30,000 thousand and NT$21,000 thousand, respectively. No material differences exist between the recognized amount and the actual distribution of the employee bonuses and remuneration to directors and supervisors for the year ended 31 December 2021.
- (21) Non-operating income and expenses
(a)Interest income
| nterest income | ||
|---|---|---|
| Bank deposit interest | For theyears ended 31 December | |
| 2022 $25,082 |
2021 | |
| $12,707 |
(b)Other income
| Other income | ||
|---|---|---|
| Sample income Dividend income Others Total |
For theyears ended 31 December | |
| 2022 $95,715 46,251 40,351 $182,317 |
2021 | |
| $65,037 16,559 135,354 |
||
| $216,950 |
227
SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
(c)Other gains and losses
| Other gains and losses | ||
|---|---|---|
| For theyears ended 31 December 2022 2021 Foreign exchange gains (losses), net $261,435 $(112,029) Gains on disposal of investments 15,068 22,361 Gains on disposal of property, plant and equipment 595 9,767 Gains of financial asset at fair value through profit or loss (Note1) 32,268 50,536 (Losses) gains of financial liabilities at fair value through profit or loss (Note2) (83) 24,897 Other expense (38,504) (35,872) Total $270,779 $(40,340) |
For theyears ended 31 December | |
| 2022 | 2021 | |
| $(112,029) 22,361 9,767 50,536 24,897 (35,872) |
||
| $270,779 | $(40,340) |
Note:
-
Balances were arising from financial assets mandatorily measured at fair value through profit or loss, including valuation adjustment, dividend income, interest income and exchange gains and losses etc.
-
Balances were arising from held for trading financial liabilities, including valuation adjustment, interest expense and exchange gains and losses etc.
(d)Finance costs
| Finance costs | ||
|---|---|---|
| Interest on loans from bank Interest on bonds payable Interest on lease liabilities Total |
For theyears ended 31 December | |
| 2022 | 2021 | |
| $67,074 8,435 8,801 |
$53,709 16,625 8,612 |
|
| $84,310 | $78,946 |
- (22) Components of other comprehensive income
228
SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
For the year ended 31 December 2022:
| Not to be reclassified to profit or loss in subsequent periods: Remeasurements of defined benefit plans Unrealized gains (losses) from equity instruments investments measured at fair value through other comprehensive income Share of other comprehensive income (loss) of associates and joint ventures which will not be reclassified subsequently to profit or loss To be reclassified to profit or loss in subsequent periods: Exchange differences resulting from translating the financial statements of a foreign operation Share of other comprehensive income (loss) of associates and joint ventures which may be reclassified subsequently to profit or loss Total of other comprehensive income |
Arising during theperiod |
Reclassification adjustments during the period |
Other comprehensiv e income, before tax |
Income tax relating to components of other comprehensiv e income |
Other comprehensiv e income, net of tax |
|---|---|---|---|---|---|
| $5,864 (73,068) (21,090) 259,682 1,359 |
$ - - - - - |
$5,864 (73,068) (21,090) 259,682 1,359 |
$(1,173) - - (49,384) - |
$4,691 (73,068) (21,090) 210,298 1,359 |
|
| $172,747 | $ - | $172,747 | $(50,557) | $122,190 |
For the year ended 31 December 2021
| Not to be reclassified to profit or loss in subsequent periods: Remeasurements of defined benefit plans Unrealized gains (losses) from equity instruments investments measured at fair value through other comprehensive income Share of other comprehensive income (loss) of associates and joint ventures which will not be reclassified subsequently to profit or loss To be reclassified to profit or loss in subsequent periods: Exchange differences resulting from translating the financial statements of a foreign operation Share of other comprehensive income (loss) of associates and joint ventures which may be reclassified subsequently to profit or loss Total of other comprehensive income |
Arising during theperiod |
Reclassification adjustments during the period |
Other comprehensiv e income, before tax |
Income tax relating to components of other comprehensiv e income |
Other comprehensiv e income, net of tax |
|---|---|---|---|---|---|
| $(178) 28,401 54,053 (77,543) (211) |
$ - - - - - |
$(178) 28,401 54,053 (77,543) (211) |
$36 - - 15,249 - |
$(142) 28,401 54,053 (62,294) (211) |
|
| $4,522 | $ - | $4,522 | $15,285 | $19,807 |
229
SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
(23)Income tax
Income tax expense recognized in profit or loss
| Income tax expense recognized in profit or loss | ||
|---|---|---|
| Current income tax expense: Current income tax charge Adjustments in respect of current income tax of prior periods Deferred tax expense: Deferred tax expense relating to origination and reversal of temporary differences Adjustments of prior year’s deferred income tax Total income tax expense |
For the years ended 31 December |
|
| 2022 $666,829 17,759 134,692 155 $819,435 |
2021 | |
| $522,290 (8,982) 96,235 (68,672) |
||
| $540,871 |
Income tax relating to components of other comprehensive income
| Deferred tax expense (income): Exchange differences on translation of foreign operations Remeasurements of defined benefit plans Income tax relating to components of other comprehensive income |
For the years ended 31 December |
For the years ended 31 December |
|---|---|---|
| 2022 $49,384 1,173 $50,557 |
2021 | |
| $(15,249) (36) |
||
| $(15,285) | ||
230
SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
Income tax charged directly to equity
| For the years ended | For the years ended | |
|---|---|---|
| 31 December | ||
| 2022 | 2021 | |
| Current income tax expense (income): | ||
| Realized losses from equity instruments | ||
| investment measured at fair value through | ||
| other comprehensive income | $ - | $(111) |
| A reconciliation between tax expense and the product | of accounting profit | |
| multiplied by applicable tax rates is as follows: |
| multiplied by applicable tax rates is as follows: | ||
|---|---|---|
| Accounting profit before tax from continuing operations At the Company’s statutory income tax rate Tax effect of revenues exempt from taxation Tax effect of expenses not deductible for tax purposes Tax effect of deferred tax assets/liabilities Corporate income surtax on undistributed retained earnings Tax effect of different tax rates for entities in other tax regions Adjustments in respect of deferred income tax of prior periods Adjustments in respect of current income tax of prior periods Others Total income tax expense recognized in profit or loss |
For the years ended 31 December |
|
| 2022 $3,842,465 |
2021 | |
| $3,028,700 | ||
| $776,750 (224,931) 11,132 360,007 20,651 (44,333) 155 17,759 (97,755) $819,435 |
$612,232 (194,165) 10,368 267,170 19,851 (24,177) (68,672) (8,982) (72,754) $540,871 |
231
SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
Deferred tax assets (liabilities) relate to the following:
For the year ended 31 December 2022
| Temporary differences Exchange differences on translation of foreign operations Investments accounted for using the equity method Unrealized intragroup profits and losses Unrealized foreign exchange gains or losses Loss from price reduction of inventories Revaluations of financial liabilities at fair value through profit or loss Remeasurements of defined benefit plans Non-current liability – Defined benefit liability Deferred income-government grants Accumulated losses Loss allowance Allowance for sales discounts Convertible bonds Depreciation Royalty valuation Deferred tax (income) /expense Net deferred tax assets (liabilities) Reflected in balance sheet as follows: Deferred tax assets Deferred tax liabilities |
Balance as of 1 January $95,247 (211,126) 8,326 4,510 8,559 (19,698) 7,500 7,816 2,093 1,508 974 241 (2,244) (9,511) - $(105,805) $136,774 $242,579 |
Recognized in profit or loss $ - (149,620) 22,894 (10,844) 4,474 (6,686) - (1,621) (55) (1,508) 14,314 (65) 245 (9,702) 3,327 $(134,847) |
Recognized in other comprehensive income $(49,384) - - - - - (1,173) - - - - - - - - $(50,557) |
Exchange differences $ - - - - 44 - - - 37 - - - - (154) - $(73) |
Balance as of 31 December $45,863 (360,746) 31,220 (6,334) 13,077 (26,384) 6,327 6,195 2,075 - 15,288 176 (1,999) (19,367) 3,327 |
|---|---|---|---|---|---|
| $(291,282) | |||||
| $123,548 | |||||
| $414,830 |
232
SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
For the year ended 31 December 2021
| Temporary differences Exchange differences on translation of foreign operations Investments accounted for using the equity method Unrealized intragroup profits and losses Unrealized foreign exchange gains or losses Loss from price reduction of inventories Revaluations of financial liabilities at fair value through profit or loss Remeasurements of defined benefit plans Non-current liability – Defined benefit liability Deferred income-government grants Accumulated losses Loss allowance Allowance for sales discounts Convertible bonds Depreciation Deferred tax (income) /expense Net deferred tax assets (liabilities) Reflected in balance sheet as follows: Deferred tax assets Deferred tax liabilities |
Balance as of 1 January $79,998 (208,340) 18,434 909 12,195 (8,838) 7,464 8,095 2,157 891 974 267 (1,172) (7,675) $(94,641) $131,384 $226,025 |
Recognized in profit or loss $ - (3,886) (10,108) 3,601 (3,626) (10,860) - (279) (54) 617 - (26) (1,072) (1,870) $(27,563) |
Recognized in other comprehensive income $15,249 - - - - - 36 - - - - - - - $15,285 |
Exchange differences $ - 1,100 - - (10) - - - (10) - - - - 34 $1,114 |
Balance as of 31 December $95,247 (211,126) 8,326 4,510 8,559 (19,698) 7,500 7,816 2,093 1,508 974 241 (2,244) (9,511) |
|---|---|---|---|---|---|
| $(105,805) | |||||
| $136,774 | |||||
| $242,579 |
233
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
Unrecognized deferred tax liabilities relating to the investment in subsidiaries
The Company shall recognize the relevant deferred income tax liabilities for the income tax payable that may arise when the undistributed surplus of a foreign subsidiary is remitted back, in accordance with the undistributed surplus expected to be allocated by the future subsidiary.
The assessment of income tax returns
As of 31 December 2022, assessment of the income tax returns of the Company and its subsidiaries is as follows:
| The Company Subsidiary- Kwan-Ze Corporation Ltd. Subsidiary- T-CONN Precision Co., Ltd. Subsidiary- Radbon Avionics Inc. Subsidiary - SINTOP Energy Management Co., Ltd. Sub-subsidiary - ENMAGIC Renewable Energy Co., Ltd. |
The assessment of income tax returns |
|---|---|
| Assessed and approved up to 2020 Assessed and approved up to 2020 Assessed and approved up to 2020 Assessed and approved up to 2020 Assessed and approved up to 2020 Assessed and approved up to 2020 |
(24) Earnings per share
Basic earnings per share amounts are calculated by dividing net profit for the year attributable to ordinary equity holders of the parent entity by the weighted average number of ordinary shares outstanding during the year.
Diluted earnings per share amounts are calculated by dividing the net profit attributable to ordinary equity holders of the parent entity (after adjusting for interest on the convertible preference shares) by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary
234
SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
shares.
| (a) Basic earnings per share Profit attributable to ordinary equity holders of the Company Weighted average number of ordinary shares outstanding for basic earnings per share (in thousands) Basic earnings per share (NT$) (b) Diluted earnings per share Profit attributable to ordinary equity holders of the Company Interest expense from convertible bonds Profit attributable to ordinary equity holders of the Company after dilution Weighted average number of ordinary shares outstanding for basic earnings per share (in thousands) Effect of dilution: Employee compensation-stock (in thousands) Convertible bonds (in thousands) Weighted average number of ordinary shares outstanding after dilution (in thousands) Diluted earnings per share (NT$) |
For the years ended 31 December |
For the years ended 31 December |
|---|---|---|
| 2022 $2,880,553 235,774 $12.22 $2,880,553 6,748 $2,887,301 235,774 127 7,145 243,046 $11.88 |
2021 | |
| $2,331,502 | ||
| 233,157 | ||
| $10.00 | ||
| $2,331,502 13,300 |
||
| $2,344,802 | ||
| 233,157 106 6,046 |
||
| 239,309 | ||
| $9.80 |
There have been no other transactions involving ordinary shares or potential ordinary shares between the reporting date and completion of the financial statements.
235
SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
(25) Change of Ownership of subsidiaries
Acquisition of new shares in a subsidiary not in proportionate to ownership interest
T-CONN Precision Co., Ltd.(T-CONN) issued new shares on 26 January 2021, however the Group did not purchase the new shares according to its shareholding percentage, consequently the ownership interest in T-CONN was reduced to 58.86%. The Group received additional cash from the issuance of new shares in the amount of NT$38,499 thousand. The following table is a schedule of interest disposed of by T-CONN including changes in non-controlling interests:
| Additional cash received from the issuance of new shares Increase to non-controlling interests Difference recognized in capital surplus or retained earning within equity |
Amount | |
|---|---|---|
| $(38,499) 28,325 |
||
| $(10,174) | ||
7. Related party transactions
All transactions between the Group’s consolidated entities have been eliminated in preparing consolidated financial statements, for other significant transactions information, please refer to Note 13. There were no significant transactions with related parties from non-consolidated entities.
Key management personnel compensation
| Short-term employee benefits Post-employment benefits Total |
For the years ended 31 December |
For the years ended 31 December |
|---|---|---|
| 2022 $339,959 63,621 $403,580 |
2021 | |
| $256,001 61,472 |
||
| $317,473 |
236
SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
8. Assets pledged as security
None.
9. Commitments and contingencies
-
(a) The Company provided guarantees for subsidiaries’ financing to banks for the year ended 31 December 2022. Please refer to Note 13.(1)(b).
-
(b) As of 31 December 2022 and 2021, the Group was issued letters of guarantee by banks in the amount of NT$14,300 thousand and NT$11,000 thousand for importing goods, respectively.
-
(c) Amounts available under unused letters of credit are as follows:
| Currency USD |
Carryingamount | Carryingamount |
|---|---|---|
| 2022.12.31 $300 |
2021.12.31 | |
| $300 |
- (d) The Group approached the bank to provide product quality assurance commitments. As of the years ended 31 December 2022 and 2021, the assurance amount was NT$0 thousand and NT$8,681 thousand.
10. Losses due to major disasters
None.
11. Significant subsequent events
On 9 March 2023, the Group passed the resolution of the board of directors to transfer the production line, property, plant and equipment and inventory of the Miaoli E-BIKE assembly plant to the subsidiary T-CONN Precision Corporation for the expansion of its Miaoli plant to effectively integrate the group's resources and give full play to the group's comprehensive management benefits. The transaction price is about NT$115 million, and the transaction price is determined by referring to the appraisal report.
237
SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
12. Financial instruments
(1) Categories of financial instruments
| Financial assets Financial assets at fair value through profit or loss: Mandatorily measured at Fair value through profit or loss Financial assets at fair value through other comprehensive income Financial assets measured at amortized cost (Note1) Total Financial liabilities Financial liabilities at amortized cost: Short-term loans Notes and accounts payable Bonds payable (including current portion with maturity less than 1 year) Long-term loans (including current portion with maturity less than 1 year) Others payables Lease liability Subtotal Financial liabilities at fair value through profit or loss: Held for trading Total |
As of 31 December | As of 31 December |
|---|---|---|
| 2022 2021 $298,849 $250,282 358,828 388,571 14,342,630 10,989,424 $15,000,307 $11,628,277 As of 31 December |
2021 | |
| $250,282 388,571 10,989,424 |
||
| $11,628,277 | ||
| 2022 | 2021 | |
| $3,457,685 6,849,535 1,121,929 21,582 1,883,926 368,370 |
$3,357,725 6,140,647 994,351 312,000 1,493,951 400,816 |
|
| 13,703,027 | 12,699,490 | |
| 5,100 | 241 | |
| $13,708,127 | $12,699,731 |
Note:
- 1.Including cash and cash equivalents, notes receivable, trade receivables and other receivables.
238
SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
(2) Financial risk management objectives and policies
The Group’s principal financial risk management objective is to manage the market risk, credit risk and liquidity risk related to its operating activates. The Group identifies measures and manages the aforementioned risks based on the Group’s policy and risk appetite.
The Group has established appropriate policies, procedures and internal controls for financial risk management. Before entering into significant transactions, due approval process by the Board of Directors and Audit Committee must be carried out based on related protocols and internal control procedures. The Group complies with its financial risk management policies at all times.
(3) Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of the changes in market prices. Market prices comprise currency risk, interest rate risk and other price risk (such as equity risk).
In practice, it is rarely the case that a single risk variable will change independently from other risk variable, there are usually interdependencies between risk variables. However, the sensitivity analysis disclosed below does not take into account the interdependencies between risk variables.
Foreign currency risk
The Group’s exposure to the risk of changes in foreign exchange rates relates primarily to the Group’s operating activities (when revenue or expense are denominated in a different currency from the Group’s functional currency) and the Group’s net investments in foreign subsidiaries.
The Group has certain foreign currency receivables to be denominated in the same foreign currency with certain foreign currency payables, therefore natural hedge is received. The Group also uses forward contracts to hedge the foreign currency risk on certain items denominated in foreign currencies. Hedge accounting is not applied as they did not qualify for hedge accounting criteria. Furthermore, as net investments in foreign subsidiaries are for strategic purposes, they are not hedged by the Group.
239
SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
The foreign currency sensitivity analysis of the possible change in foreign exchange rates on the Group’s profit is performed on significant monetary items denominated in foreign currencies as at the end of the reporting period. The Group’s foreign currency risk is mainly related to the volatility in the exchange rates for USD and RMB.
Interest rate risk
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group’s exposure to the risk of changes in market interest rates relates primarily to the Group’s debt instrument investments at variable interest rates, bank borrowings with fixed interest rates and variable interest rates.
The interest rate sensitivity analysis is performed on items exposed to interest rate risk as at the end of the reporting period, including investments and borrowings with variable interest rates and interest rate swaps. At the reporting date, a change of 10 basis points of interest rate in a reporting period could cause the profit.
Pre-tax sensitivity analysis of changes in related risk factors for the years ended 31 December 2022 and 2021 are as follows:
For the year ended 31 December 2022
| Main Risk Foreign currency risk Interest rate risk |
Fluctuation NTD/USD rate +/− 1% NTD/RMB rate +/− 1% NTD/EUR rate +/− 1% Market rate +/− 10 basis points |
Sensitivity of profit/loss +/−$29,328 +/−$528 +/−$3,244 −/+$3,438 |
Sensitivity of equity |
|---|---|---|---|
| +/−$(2,304) +/−$952 - - |
240
SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
For the year ended 31 December 2021
| Main Risk Foreign currency risk Interest rate risk |
Fluctuation NTD/USD rate +/− 1% NTD/RMB rate +/− 1% NTD/EUR rate +/− 1% Market rate +/− 10 basis points |
Sensitivity of profit/loss +/−$29,702 +/−$989 +/−$2,335 −/+$3,670 |
Sensitivity of equity |
|---|---|---|---|
| +/−$253 −/+$3,647 - |
Equity price risk
The fair value of the Group’s listed and unlisted equity securities and conversion rights of the Euro-convertible bonds issued are susceptible to market price risk arising from uncertainties about future values of the investment securities. The Group’s listed and unlisted equity securities are classified under financial assets measured at fair value through profit or loss and financial assets measured at fair value through other comprehensive income, while conversion rights of the Euro-convertible bonds issued are classified as financial liabilities at fair value through profit or loss as it does not satisfy the definition of an equity component. The Group manages the equity price risk through diversification and placing limits on individual and total equity instruments. Reports on the equity portfolio are submitted to the Group’s senior management on a regular basis. The Group’s Board of Directors reviews and approves all equity investment decisions.
At the reporting date, a change of 10% in the price measured at fair value through profit or loss could increase/decrease the Group’s profit for the years ended 31 December 2022 and 2021 by NT$18,252 thousand and NT$19,038 thousand, respectively.
Please refer to Note 12(9) for sensitivity analysis information of other equity instruments or derivatives that are linked to such equity instruments whose fair value measurement is categorized under Level 3.
(4) Credit risk management
Credit risk is the risk that a counterparty will not meet its obligations under a contract, leading to a financial loss. The Group is exposed to credit risk from operating activities (primarily for accounts receivables and notes receivables) and from its financing activities, including bank deposits and other financial instruments.
241
SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
Credit risk is managed by each business unit subject to the Group’s established policy, procedures and control relating to credit risk management. Credit limits are established for all counter parties based on their financial position, rating from credit rating agencies, historical experience, prevailing economic condition and the Group’s internal rating criteria etc. Certain counter parties’ credit risk will also be managed by taking credit enhancing procedures, such as requesting for prepayment or insurance.
As of 31 December 2022 and 2021, amounts receivables from top ten customers represented 22% and 27% of the total accounts receivables of the Group, respectively. The credit concentration risk of other accounts receivables is insignificant.
Credit risk from balances with banks, fixed income securities and other financial instruments is managed by the Group’s treasury in accordance with the Group’s policy. The Group only transacts with counterparties approved by the internal control procedures, which are banks and financial institutions, companies and government entities with good credit rating. Consequently, there is no significant credit risk for these counter parties.
(5) Liquidity risk management
The Group’s objective is to maintain a balance between continuity of funding and flexibility through the use of cash and cash equivalents, highly liquid equity investments, bank borrowings, convertible bonds and finance leases. The table below summarizes the maturity profile of the Group’s financial liabilities based on the contractual undiscounted payments and contractual maturity. The payment amount includes the contractual interest. The undiscounted payment relating to borrowings with variable interest rates is extrapolated based on the estimated interest rate yield curve as of the end of the reporting period.
242
SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
Non-derivative financial liabilities
| As of31 December2022 Loans Account payables Convertible bonds Lease liabilities As of 31 December 2021 Loans Account payables Convertible bonds Lease liabilities |
Less than 1year $3,483,003 6,849,535 179,885 106,347 $3,678,041 6,140,647 - 102,573 |
2 to 3years $17,337 - 1,010,025 138,500 $7,795 - 1,024,569 158,058 |
4 to 5years $689 - - 39,139 $3,812 - - 52,676 |
> 5years $ - - - 103,886 $ - - - 112,850 |
Total |
|---|---|---|---|---|---|
| $3,501,029 6,849,535 1,189,910 387,872 $3,689,648 6,140,647 1,024,569 426,157 |
Derivative financial liabilities
As of 31 December 2022 None
Less than 1 year 2 to 3 years 4 to 5 years > 5 years Total
| As of 31 December 2021 | |||||
|---|---|---|---|---|---|
| Cross currency swaps | |||||
| Net settlement – outflow | $(241) | $ - | $ - | $ - | $(241) |
The table above contains the undiscounted net cash flows of derivative liabilities instruments.
243
SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
- (6) Reconciliation of liabilities from financing activities
Reconciliation of liabilities for the year ended 31 December 2022:
| As of 1 January 2022 Cash flow Non-cash change Currency change As of 31 December 2022 |
Short-term loans $3,357,725 99,960 - $3,457,685 |
Long-term loan (including maturity within ayear) $312,000 (290,418) - $21,582 |
Lease liabilities $400,816 (97,040) 65,594 $369,370 |
Deposits received $2 231 - $233 |
Bonds payable (including maturity within ayear) $994,351 1,045,040 (917,462) $1,121,929 |
Total liabilities from financing activities |
|---|---|---|---|---|---|---|
| $5,064,894 757,773 (851,868) |
||||||
| $4,970,799 | ||||||
Reconciliation of liabilities for the year ended 31 December 2021:
| As of 1 January 2021 Cash flow Non-cash change Currency change As of 31 December 2021 |
Short-term loans $3,061,501 296,224 - $3,357,725 |
Long-term loan (including maturity within ayear) $311,730 270 - $312,000 |
Lease liabilities $318,572 (123,938) 206,182 $400,816 |
Deposits received $171 (169) - $2 |
Bonds payable (including maturity within ayear) $1,256,981 - (262,630) $994,351 |
Total liabilities from financing activities |
|---|---|---|---|---|---|---|
| $4,948,955 172,387 (56,448) |
||||||
| $5,064,894 | ||||||
(7) Fair values of financial instruments
- (a) The methods and assumptions applied in determining the fair value of financial instruments:
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The following methods and assumptions were used by the Group to measure or disclose the fair values of financial assets and financial liabilities:
244
SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
-
a. The carrying amount of cash and cash equivalents, accounts receivables, accounts payable and other current liabilities approximate their fair value due to their short maturities.
-
b. For financial assets and liabilities traded in an active market with standard terms and conditions, their fair value is determined based on market quotation price (including listed equity securities, beneficiary certificates, bonds and futures etc.) at the reporting date.
-
c. Fair value of equity instruments without market quotations (including private placement of listed equity securities, unquoted public company and private company equity securities) are estimated using the market method valuation techniques based on parameters such as prices based on market transactions of equity instruments of identical or comparable entities and other relevant information (for example, inputs such as discount for lack of marketability, P/E ratio of similar entities and Price-Book ratio of similar entities).
-
d. Fair value of debt instruments without market quotations, bank loans, bonds payable and other non-current liabilities are determined based on the counterparty prices or valuation method. The valuation method uses DCF method as a basis, and the assumptions such as the interest rate and discount rate are primarily based on relevant information of similar instrument (such as yield curves published by the Taipei Exchange, average prices for Fixed Rate Commercial Paper published by Reuters and credit risk, etc.)
-
d. The fair value of derivatives which are not options and without market quotations, is determined based on the counterparty prices or discounted cash flow analysis using interest rate yield curve for the contract period. Fair value of option-based derivative financial instruments is obtained using on the counterparty prices or appropriate option pricing model (for example, Black-Scholes
245
SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
model) or other valuation method (for example, Monte Carlo Simulation).
- (b) Fair value of financial instruments measured at amortized cost
The carrying amount of the Group’s financial assets and liabilities measured at amortized cost approximate their fair value.
- (c) Fair value measurement hierarchy for financial instruments
Please refer to Note 12(9) for fair value measurement hierarchy for financial instruments of the Group.
- (8) Derivative financial instruments
The related information for derivative financial instruments not qualified for hedge accounting and not yet settled as of 31 December 2022 and 2021 are as follows:
Cross currency swaps and forward exchange contracts
The Group entered into cross currency swaps and forward exchange contracts to manage its exposure to financial risk, but these contracts are not designated as hedging instruments. The table below lists the information related to cross currency swaps and forward exchange contracts:
| Items As of 31 December 2022 Cross currency swaps Forward exchange contracts As of 31 December 2021 Cross currency swaps Forward exchange contracts |
Notional Amount(in thousands) USD 15,000 Sell USD USD 1,380 USD 4,000 Sell USD USD 2,780 |
Contract Period |
|---|---|---|
| 11 February 2022 – 24 March 2023 9 November 2022 – 17 March 2024 26 November 2021–16 March 2022 13 January 2021 – 25 March 2022 |
246
SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
Embedded derivatives
The embedded derivatives arising from issuing convertible bonds have been separated from the host contract and carried at fair value through profit or loss. Please refer to Note 6(13) for further information on this transaction.
The counterparties for the derivatives transactions are well known domestic or overseas banks, as they have sound credit ratings, the credit risk is insignificant.
With regard to the forward exchange contracts, currency option contracts and cross currency swaps, as they have been entered into to hedge the foreign currency risk of net assets or net liabilities, and there will be corresponding cash inflow or outflows upon maturity and the Group has sufficient operating funds, the cash flow risk is insignificant.
-
(9) Fair value measurement hierarchy
-
(a) Fair value measurement hierarchy
All asset and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, based on the lowest level input that is significant to the fair value measurement as a whole. Level 1, 2 and 3 inputs are described as follows:
Level 1 – Quoted (unadjusted) market prices in active markets for identical assets or liabilities that the entity can access at the measurement date
Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly
Level 3 – Unobservable inputs for the asset or liability
For assets and liabilities that are recognized in the financial statements on a recurring basis, the Group determines whether transfers have occurred between Levels in the hierarchy by re-assessing categorization at the end of each reporting period.
247
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
(b) Fair value measurement hierarchy of the Group’s assets and liabilities
The Group does not have assets that are measured at fair value on a non-recurring basis. Fair value measurement hierarchy of the Group’s assets and liabilities measured at fair value on a recurring basis is as follows:
As of 31 December 2022
| As of 31 December 2022 | ||||
|---|---|---|---|---|
| Financial assets: Financial assets at fair value through profit or loss Stocks Corporate bonds Forward exchange contracts Cross currency swaps Embedded derivative-bonds Financial assets at fair value through other comprehensive income Equity instrument measured at fair value through other comprehensive income Financial liabilities: Financial liabilities at fair value through profit or loss Embedded derivative-bonds As at 31 December 2021 Financial assets: Financial assets at fair value through profit or loss Stocks Corporate bonds Forward exchange contracts Embedded derivative-bonds Financial assets at fair value through other comprehensive income Equity instrument measured at fair value through other comprehensive income Financial liabilities: Financial liabilities at fair value through profit or loss Cross currency swaps |
Level 1 $182,524 72,330 - - - - $ - Level 1 $190,378 57,168 - - - $ - |
Level 2 $ - - 239 43,578 178 - $5,100 Level 2 $ - - 403 2,333 - $241 |
Level 3 $ - - - - - 358,828 $ - Level 3 $ - - - - 388,571 $ - |
Total |
| $182,524 72,330 239 43,578 178 358,828 $5,100 Total |
||||
| $190,378 57,168 403 2,333 388,571 $241 |
248
SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
Transfers between Level 1 and Level 2 during the period
During the years ended 31 December 2022 and 2021, there were no transfers between Level 1 and Level 2 fair value measurements.
Reconciliation for fair value measurements in Level 3 of the fair value hierarchy for movements during the period is as follows:
| hierarchy for movements during the period is | as follows: |
|---|---|
| Beginning balances as of 1 January 2022 Total gains and losses recognized for the year ended 31 December 2022: Amount recognized in OCI (presented in “Unrealized gains (losses) from equity instruments investments measured at fair value through other comprehensive income) The return of paid-in capital for capital reduction Acquisition Effect of currency Ending balances as of 31 December 2022 Beginning balances as of 1 January 2021 Total gains and losses recognized for the year ended 31 December 2021: Amount recognized in OCI (presented in “Unrealized gains (losses) from equity instruments investments measured at fair value through other comprehensive income) The return of paid-in capital for capital reduction Acquirement Disposal Effect of currency Ending balances as of 31 December 2021 |
Assets |
| At fair value through other comprehensive income |
|
| Stocks | |
| $388,571 (73,068) (15,689) 58,918 96 |
|
| $358,828 | |
| $275,737 41,790 (2,449) 75,000 (1,510) 3 |
|
| $388,571 |
249
SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
Information on significant unobservable inputs to valuation
Description of significant unobservable inputs to valuation of recurring fair value measurements categorized within Level 3 of the fair value hierarchy is as follows:
As of 31 December 2022
| Financial assets: At fair value through profit or loss Stocks and others Stocks and others As Financial assets: At fair value through profit or loss Stocks and others Stocks and others |
Valuation techniques |
Significant unobservable inputs |
Quantitative information |
Relationship between inputs and fair value |
Sensitivity of the input to fair value |
|---|---|---|---|---|---|
| Market approach Discount for lack of marketability Option pricing model Fluctuation rate of 31 December 2021 Valuation techniques Significant unobservable inputs |
30% 34.08% Quantitative information |
The higher the discount for lack of marketability, the lower the fair value of the stocks The higher the fluctuation rate, the higher the fair value of the stocks Relationship between inputs and fair value |
10% increase (decrease) in the discount for lack of marketability would result in increase (decrease) in the Group’s profit or loss by NT$ 35,298 thousand 10% increase (decrease) in the fluctuation rate would result in increase (decrease) in the Group’s profit or loss by NT$ 585 thousand Sensitivity of the input to fair value |
||
| Market approach Option pricing model |
Discount for lack of marketability Fluctuation rate |
30% 33.09% |
The higher the discount for lack of marketability, the lower the fair value of the stocks The higher the fluctuation rate, the higher the fair value of the stocks |
10% increase (decrease) in the discount for lack of marketability would result in increase (decrease) in the Group’s profit or loss by NT$ 36,417 thousand 10% increase (decrease) in the fluctuation rate would result in increase (decrease) in the Group’s profit or loss by NT$ 2,440 thousand |
250
SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
Valuation process used for fair value measurements categorized within
Level 3 of the fair value hierarchy
The Group’s Financial Department is responsible for validating the fair value measurements and ensuring that the results of the valuation are in line with market conditions, based on independent and reliable inputs which are consistent with other information, and represent exercisable prices. The Department analyses the movements in the values of assets and liabilities which are required to be re-measured or re-assessed as per the Group’s accounting policies at each reporting date.
- (c) Fair value measurement hierarchy of the Group’s assets and liabilities not measured at fair value but for which the fair value is disclosed.
| As of 31 December 2022 Financial assets not measured at fair value but for which the fair value is disclosed: Investments accounted for using the equity method (please refer to Note 6(7)) As of 31 December 2021 Financial assets not measured at fair value but for which the fair value is disclosed: Investments accounted for using the equity method (please refer to Note 6(7)) |
Level 1 | Level 2 | Level 3 | Total |
|---|---|---|---|---|
| $1,435,660 Level 1 |
$ - Level 2 |
$ - Level 3 |
$1,435,660 Total |
|
| $2,446,976 | $ - | $ - | $2,446,976 |
251
SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
- (10) Significant assets and liabilities denominated in foreign currencies
Information regarding the significant assets and liabilities denominated in foreign currencies is listed below:
| Financial assets Monetaryitems: USD RMB EUR Financial liabilities Monetaryitems: USD RMB EUR |
As of | 31 December 2022 Foreign exchange rate NTD 30.71 $5,067,986 4.42 4,075,694 32.71 612,674 30.71 2,365,565 4.42 3,927,727 32.71 288,309 |
As of | 31 December 2021 | 31 December 2021 |
|---|---|---|---|---|---|
| Foreign currencies $165,038 922,619 18,731 77,034 889,124 8,814 |
Foreign exchange rate 30.71 4.42 32.71 30.71 4.42 32.71 |
Foreign currencies $161,777 724,607 9,165 53,598 785,827 1,716 |
Foreign exchange rate 27.69 4.34 31.34 27.69 4.34 31.34 |
NTD | |
| $4,479,595 3,145,230 287,222 1,484,118 3,410,964 53,762 |
The Group has a number of different functional currencies; therefore, we are unable to disclose the exchange loss and gain of monetary financial assets and financial liabilities under each foreign currency that has significant impact. The Group recognized NT$261,435 thousand and NT$ (112,029) thousand foreign exchange gains and (losses) for the years ended 31 December 2021 and 2022, respectively.
The above information is disclosed based on the carrying amount of foreign currency (after conversion to functional currency).
(11) Capital management
The primary objective of the Group’s capital management is to ensure that it maintains a strong credit rating and healthy capital ratios in order to support its business and maximize shareholder value. The Group manages its capital structure and makes adjustments to it, in light of changes in
252
SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
economic conditions. To maintain or adjust the capital structure, the Group may adjust dividend payments to shareholders, return capital to shareholders or issue new shares.
- (12) Transfer of financial assets information
Part of the Group's notes receivable have been signed into with recourse contracts with financial institutions. Yet the Group transferred the cash flow rights of such receivables, the company still bear the credit risk that notes receivable cannot be collected, which does not meet the derecognition of financial assets. The transaction related information is as follows:
As of 31 December 2022
| As of 31 December 2022 | ||
|---|---|---|
| Counterparty Bank of Ningbo Jiangyin Branch Agricultural Bank of China Jiangyin Economic Development Zone Sub-branch HSBC Bank (China) Shanghai Company Limited BOCOM Anqing Tongcheng Branch ICBC Anqing Tongcheng Branch Branch Wuxi Jiangyin China Merchants Bank |
Amount to be transferred $18,992 31,481 37,525 50,820 139,854 271,432 |
Amount have been advanced (Note) |
| $18,992 31,481 37,525 50,820 139,854 271,432 |
As of 31 December 2021
| As of 31 December 2021 | ||
|---|---|---|
| Counterparty ICBC Anqing Tongcheng Branch Branch Wuxi Jiangyin China Merchants Bank HSBC Bank (China) Shanghai Company Limited Bank of Ningbo Jiangyin Branch |
Amount to be transferred $164,280 52,855 22,575 20,870 |
Amount have been advanced (Note) |
| $164,280 52,855 22,575 20,870 |
Note: Recorded in short-term loans
253
SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
13. Other disclosure
-
(1) Information at significant transactions
-
(a) Financing provided to others for the year ended 31 December 2022: Please refer to Attachment 1.
-
(b) Endorsement/Guarantee provided to others for the year ended 31 December 2022: Please refer to Attachment 2.
-
(c) Securities held as of 31 December 2022: Please refer to Attachment 3.
-
(d) Individual securities acquired or disposed of with accumulated amount exceeding the lower of NT$300 million or 20 percent of the capital stock for the year ended 31 December 2022: None
-
(e) Acquisition of individual real estate with amount exceeding the lower of NT$300 million or 20 percent of the capital stock for the year ended 31 December 2022: None.
-
(f) Disposal of individual real estate with amount exceeding the lower of NT$300 million or 20 percent of the capital stock for the year ended 31 December 2022: None.
-
(g) Related party transactions for purchases and sales amounts exceeding the lower of NT$100 million or 20 percent of the capital stock for the year ended 31 December 2022: Please refer to Attachment 4.
-
(h) Receivables from related parties with amounts exceeding the lower of NT$100 million or 20 percent of the capital stock as of 31 December 2022: Please refer to Attachment 5.
-
(i) Financial instruments and derivative transactions: Please refer to Note 12 (8).
254
SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
-
(j) The business relationship, significant transactions and amounts between parent company and subsidiaries: Please refer to Attachment 6.
-
(2) Information on investees:
Names, locations, main businesses and products, original investment amount, investment as of 31 December 2022, net income (loss) of investee company and investment income (loss) recognized as of 31 December 2022: Please refer to Attachment 7.
-
(3) Information on investments in mainland China
-
(a) Investment in Mainland China: Please refer to Attachment 8.
-
(b) Directly or indirectly significant transactions through third regions with the investees in Mainland China: Please refer to Attachment 2,4,5 and 6.
-
(4) Information of major shareholders
| Shares Shareholders |
Total Shares Owned |
Ownership Percentage |
|---|---|---|
| Investment Account of Small Denomination World Funds Co. Ltd. in custodyof Standard Chartered Bank |
13,589,000 | 5.69% |
14. Segment information
-
(1) For management purposes, the Group is organized into business units based on their products and services and has five reportable operating segments as follows:
-
(a) Green Energy: The segment focuses on the development, manufacturing and sales of cable assembly and control modules for green energy industries such as solar photovoltaic, wind power and offshore wind power.
255
SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
-
(b) Industrial Application: The segment focuses on the development, manufacturing and sales of industrial application products such as robot arm control cable assemblies, control cabinet cable assemblies and panel connection cables.
-
(c) Medical Health: This segment is responsible for the development, manufacture and sale of medical equipment cables such as electrocardiographs, oximeters and X-ray wiring harnesses.
-
(d) Automotive& Aviation: The segment focuses on the development, manufacturing and sales of electric vehicle charging guns and charging piles, automotive oxygen sensors and parking-related equipment cables.
-
(e) Communication: The segment focuses on the development, manufacturing and sales of communication related cables such as smart phones, smart wearable devices and VR /AR HMD devices.
Operating segments have been aggregated to be reported as aforementioned operating segments.
Management monitors the operating results of its business units separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on operating profit or loss and is measured based on accounting policies consistent with those in the consolidated financial statements. However, income taxes are managed on a group basis and are not allocated to operating segments.
Transfer prices between operating segment are on an arm’s length basis in a manner similar to transactions with third parties.
Information on profit or loss, assets and liabilities of the reportable segment for the year ended 31 December 2022 and 2021 were as of :
256
SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
For the year ended 31 December 2022
| Revenue External customer Inter-segment Total revenue Segment profit |
Green Energy $8,198,039 2,127,842 $10,325,881 $762,388 |
Industrial Application $8,200,273 2,128,422 $10,328,695 $1,238,570 |
Medical Health $2,783,902 722,576 $3,506,478 $566,053 |
Automotive & Aviation $4,294,978 1,114,783 $5,409,761 $522,325 |
Communication $7,097,608 1,842,220 |
Reconciliation and Eliminated (Note) $ - (7,935,843) $(7,935,843) $ - |
Total |
|---|---|---|---|---|---|---|---|
| $30,574,800 - |
|||||||
| $8,939,828 | $30,574,800 | ||||||
| $753,129 | $3,842,465 |
Note: Inter-segment revenues were eliminated when consolidated.
For the year ended 31 December 2021
| Revenue External customer Inter-segment Total revenue Segment profit |
Green Energy $6,055,055 1,532,703 $7,587,758 $694,721 |
Industrial Application $6,922,796 1,752,352 $8,675,148 $1,003,911 |
Medical Health $2,460,445 622,807 $3,083,252 $384,336 |
Automotive & Aviation $2,977,597 753,713 $3,731,310 $328,031 |
Communication $7,114,813 1,800,957 $8,915,770 $617,701 |
Reconciliation and Eliminated (Note) $ - (6,462,532) $(6,462,532) $ - |
Total |
|---|---|---|---|---|---|---|---|
| $25,530,706 - |
|||||||
| $25,530,706 | |||||||
| $3,028,700 |
Note: Inter-segment revenues were eliminated when consolidated.
Information on assets and liabilities of the Group’s operating segments as of 31 December 2022 and 2021:
257
SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
Segment assets:
| 31 December 2022 31 December 2021 |
Green Energy $12,386,765 $9,067,080 |
Industrial Application $12,390,142 $10,366,470 |
Medical Health $4,206,317 $3,684,369 |
Automotive& Aviation $6,489,465 $4,458,772 |
Communication $10,724,078 $10,654,005 |
Reconciliation and Eliminated (Note) $(13,219,384) $(11,081,976) |
Total |
|---|---|---|---|---|---|---|---|
| $32,977,383 | |||||||
| $27,148,720 | |||||||
Segment liabilities:
| 31 December 2022 31 December 2021 |
Green Energy $5,819,217 $4,236,596 |
Industrial Application $5,820,803 $4,843,737 |
Medical Health $1,976,098 $1,721,523 |
Automotive& Aviation $3,048,706 $2,083,363 |
Communication $5,038,098 $4,978,087 |
Reconciliation and Eliminated (Note) $(2,198,603) $(1,849,966) |
Total |
|---|---|---|---|---|---|---|---|
| $19,504,319 | |||||||
| $16,013,340 | |||||||
(2) Geographical information
- i. Revenue from external customers:
| Revenue from external customers: | ||
|---|---|---|
| Mainland China (Hong Kong) United States Taiwan Other countries Total |
For theyears ended 31 December | |
| 2022 | 2021 | |
$15,230,563 7,795,493 2,491,537 5,057,207 |
$12,504,279 5,338,758 1,872,357 5,815,312 |
|
| $30,574,800 | $25,530,706 |
The revenue information above is based on the location of the customers.
258
SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
- ii. Non-current assets:
| Non-current assets: | ||
|---|---|---|
| Mainland China Taiwan United States Other Total |
As of 31 December | |
| 2022 | 2021 | |
| $2,162,987 2,680,333 119,972 359,383 |
$2,507,820 2,415,213 81,735 87,080 |
|
| $5,322,675 | $5,091,848 |
- (3) Information about major customers
| Client A | For theyears ended 31 December | For theyears ended 31 December |
|---|---|---|
| 2022 | 2021 | |
| $3,665,491 | $1,081,914 |
259
Attachment 1: Financing provided to others for the year ended 31 December 2022
| No. | Lender (Note 1) |
Counterparty | Financial statement account |
Related Party |
Maximum balance for the period |
Ending balance |
Actual amount provided |
Interest rate |
Nature of financing |
Amount of sales to (purchases from) counter-party |
Reason for short-term financing |
Allowance for doubtful accounts |
Collateral | Collateral | Limit of financing amount for individual counter-party (Note2) |
Limit of total financing amount (Note3) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Value | |||||||||||||||
| 0 | The Company |
SB Hungary | Other receivables |
Y | $95,953 | $98,125 | $ - | 0.00% | Note 4 | $ - | Need for operating |
$ - | - | $ - | $1,263,350 | $5,053,400 |
| 0 | The Company |
SB Ohio | Other receivables |
Y | $96,630 | $92,124 | $ - | 0.00% | Note 4 | $ - | Need for operating |
$ - | - | $ - | $1,263,350 | $5,053,400 |
| 1 | KSEM | JSEM | Other receivables |
Y | $5,415 | $5,301 | $ - | 0.00% | Note 4 | $ - | Need for operating |
$ - | - | $ - | $5,937 | $5,937 |
| 2 | BJSB | JSEM | Other receivables |
Y | $45,122 | $44,175 | $ - | 0.00% | Note 4 | $ - | Need for operating |
$ - | - | $ - | $55,954 | $55,954 |
| 2 | BJSB | XZEM | Other receivables |
Y | $45,122 | $44,175 | $ - | 0.00% | Note 4 | $ - | Need for operating |
$ - | - | $ - | $55,954 | $55,954 |
| 3 | SB TongAn | JSEM | Other receivables |
Y | $44,752 | $44,175 | $ - | 0.00% | Note 4 | $ - | Need for operating |
$ - | - | $ - | $1,011,610 | $1,011,610 |
| 3 | SB TongAn | JSEM | Other receivables |
Y | $22,376 | $22,088 | $ - | 0.00% | Note 4 | $ - | Need for operating |
$ - | - | $ - | $1,011,610 | $1,011,610 |
| 3 | SB TongAn | XZEM | Other receivables |
Y | $44,752 | $44,175 | $ - | 0.00% | Note 4 | $ - | Need for operating |
$ - | - | $ - | $1,011,610 | $1,011,610 |
| 3 | SB TongAn | JSEM | Other receivables |
Y | $64,904 | $66,263 | $ - | 0.00% | Note 4 | $ - | Need for operating |
$ - | - | $ - | $1,011,610 | $1,011,610 |
| 3 | SB TongAn | XZEM | Other receivables |
Y | $64,903 | $66,262 | $ - | 0.00% | Note 4 | $ - | Need for operating |
$ - | - | $ - | $1,011,610 | $1,011,610 |
Note 1: The above transations were all made between consolidated entities in the Group and have been reversed.
Note 2: Financing limit for individual counterparty is 10% of the net worth of the financial report reviewed by the certified public accountants as of March 31, 2017. $2,207,135Í10%=$220,714
- Note 2: Total financing limit for individual counterparty was set at 10% of the lender's net worth of the financial which were audited by independent accountants as of 31 December 2022. The Company: $12,633,499*10%=$1,263,350
Total financing limit for individual counterparty was set at 40% of the lender's net worth of the financial which were audited by independent accountants as of 31 December 2022. KSEM: $14,843*40%=$5,937
BJSB: $139,884*40%=$55,954
SB TongAn: $2,529,024*40%=$1,011,610
- Note 3: Total financing limit was set at 40% of the lender's net worth of the financial report which were audited by independent accountants as of 31 December 2022. The Company: $12,633,499*40%=$5,053,400
KSEM: $14,843*40%=$5,937
BJSB: $139,88440%=$55,954 SB TongAn: $2,529,02440%=$1,011,610
Note 4: For short-term financing.
260
Attachment 2: Endorsement/Guarantee provided to others as of 31 December 2022
| (Note 1) No. |
Endorsor/ Guarantor |
Receiving party | Receiving party | Limit of guarantee/endorsemen t amount for receiving party (Note 3) |
Maximum balance for the period |
Ending balance |
Actual amount provided |
Amount of collateral guarantee/ endorsemen t |
Percentage of accumulated guarantee amount to net assets value from the latest financial statement |
Limit of total guarantee/ endorsement amount (Note 4) |
Parent company's guarantee/ endorsement amount to subsidiaries (Note 5) |
Subsidiaries' guarantee/ endorsement amount to parent company (Note 5) |
Guarantee/ endorsement amount to company in Mainland China (Note 5) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Company name | Releationship (Note 2) |
||||||||||||
| 0 | The Company | SHSB | 2 | $5,053,400 | $95,388 | $76,770 | $ - | None | 0.61% | $12,633,499 | Y | N | Y |
| 0 | The Company | JYSB | 2 | $5,053,400 | $1,821,727 | $1,704,294 | $521,265 | None | 13.49% | $12,633,499 | Y | N | Y |
| 0 | The Company | TCSB | 2 | $5,053,400 | $596,025 | $574,017 | $136,943 | None | 4.54% | $12,633,499 | Y | N | Y |
| 0 | The Company | SZSB | 2 | $5,053,400 | $16,105 | $15,354 | $ - | None | 0.12% | $12,633,499 | Y | N | Y |
| 0 | The Company | SB Hungary | 2 | $5,053,400 | $328,019 | $319,007 | $250,221 | None | 2.53% | $12,633,499 | Y | N | N |
| 0 | The Company | SB Ohio | 2 | $5,053,400 | $386,520 | $368,496 | $238,294 | None | 2.92% | $12,633,499 | Y | N | N |
| 0 | The Company | SB USA | 2 | $5,053,400 | $16,105 | $15,354 | $9,212 | None | 0.12% | $12,633,499 | Y | N | N |
| 0 | The Company | Radbon | 2 | $3,790,050 | $150,000 | $150,000 | $300 | None | 1.19% | $12,633,499 | Y | N | N |
| 1 | T-CONN | T-CONN Zhongshan | 2 | $306,429 | $189,120 | $182,361 | $ - | None | 23.80% | $766,072 | N | N | Y |
Note 1: The Company and its subsidiaries are coded as follows:
-
The Company is coded "0".
-
The subsidiaries are coded consecutively beginning from "1" in the order presented in the table above.
-
Note 2: According to the "Guidelines Governing the Preparation of Financial Reports by Securities Issuers" issued by the R.O.C. Securities and Futures Bureau, receiving parties should be disclosed as one of the following:
-
A company with which it does business.
-
A company in which the public company directly and indirectly holds more than 50% of the voting shares.
-
A company that directly and indirectly holds more than 50% of the voting shares in the public company.
-
A company in which the public company holds, directly or indirectly, 90% or more of the voting shares.
-
A company that fulfills its contractual obligations by providing mutual endorsements/guarantees for another company in the same industry or for joint builders for purposes of undertaking a construction project.
-
A company that all capital contributing shareholders make endorsements/guarantees for their jointly invested company in proportion to their shareholding percentages.
-
Companies in the same industry provide among themselves joint and several security for a performance guarantee of a sales contract for pre-construction homes pursuant to the Consumer Protection Act for each other.
-
Note 3: Limit of guarantee/endorsement amount for overseas subsidiary is 40% of the net worth of the financial report audited by the certified public accountants as of 31 December 2022. $12,633,499*40%=$5,053,400
-
Limit of guarantee/endorsement amount for domestic subsidiaries is 30% of the net worth of the financial report of the company audited by the certified public accountants as of 31 December 2022. $12,633,499*30%=$3,790,050
-
Limit of guarantee/endorsement amount for T-CONN Zhongshan is 40% of the net worth of the financial of T-CONN which were not audited by the certified public accountants as of 31 December 2022. $766,072*40%=$306,429
-
Note 4: Limit of total guarantee/ endorsement amount is 100% of the net worth of the financial report audited by the certified public accountants as of 31 December 2022.
-
Note 5: "Y" for the listed (OTC) parent company guarantees/endorses for subsidiary, subsidiary guarantees/endorses for the listed (OTC) parent company or guarantee/endorse for companies in Mainland China.
261
Attachment 3: Securities held as of 31 December 2022. (Excluding subsidiaries, associates and joint ventures)
| Holding Company |
Type and name of securities | Relationship (Note 1) |
Financial statement account | As of 31 December 2022 | As of 31 December 2022 | As of 31 December 2022 | As of 31 December 2022 | As of 31 December 2022 | Note |
|---|---|---|---|---|---|---|---|---|---|
| Shares | Carrying amount |
Percentage of ownership (%) |
Fair value | ||||||
| The Company | Chengding Venture Capital Co., Ltd. | - | Financial assets measured at fair value through other comprehensive income- noncurrent |
15,000,000 shares | $106,503 | 11.10% | $106,503 | - | |
| The Company | Top Taiwan XIV Venture Capital CO., Ltd. | Financial assets measured at fair value through other comprehensive income- noncurrent |
5,000,000 shares | $37,099 | 2.30% | $37,099 | - | ||
| The Company | Top Taiwan Venture Capital Co., Ltd. | - | Financial assets measured at fair value through other comprehensive income- noncurrent |
4,875,000 shares | 58,575 | 7.50% | 58,575 | - | |
| The Company | Dynahz Technologies | - | Financial assets measured at fair value through other comprehensive income- noncurrent |
2,771,670 shares | 51,137 | 16.67% | 51,137 | - | |
| Kwan-Ze | Chengding Venture Capital Co., Ltd. | - | Financial assets measured at fair value through other comprehensive income- noncurrent |
5,000,000 shares | 35,469 | 3.70% | 35,469 | - | |
| The Company | Top Taiwan VII Venture Capital Co., Ltd. | - | Financial assets measured at fair value through other comprehensive income- noncurrent |
443,878 shares | 4,648 | 3.06% | 4,648 | - | |
| Kwan-Ze | Actmax Technologies Inc. | - | Financial assets measured at fair value through other comprehensive income- noncurrent |
- | 4,767 | 19.00% | 4,767 | - | |
| The Company | VAN MOOF Global Holding BV | - | Financial assets measured at fair value through other comprehensive income- noncurrent |
780,000 shares | 3,181 | 0.50% | 3,181 | - | |
| T-CONN | VAN MOOF Global Holding BV | - | Financial assets measured at fair value through other comprehensive income- noncurrent |
780,000 shares | 3,181 | 0.50% | 3,181 | - | |
| SINBON USA L.L.C |
Katalyst Interactive Inc | Financial assets measured at fair value through other comprehensive income- noncurrent |
36,511shares | 957 | 0.24% | 957 | - | ||
| SINBON USA L.L.C |
HOTWIRE Development LLC | - | Financial assets measured at fair value through other comprehensive income- noncurrent |
- | 696 | 10.00% | 696 | - | |
| The Company | Bandrich, Inc. | - | Financial assets measured at fair value through other comprehensive income- noncurrent |
330,000 shares | 145 | 1.62% | 145 | - | |
| The Company | SINTOP Energy Management Co., Ltd. | - | Financial assets measured at fair value through other comprehensive income- noncurrent |
7,500,000 shares | 52,470 | 15.00% | 52,470 | ||
| Subtotal | $358,828 | ||||||||
| The Company | Nextronics Engineering Corp. | - | Financial asset measured at fair value through profit or loss–current |
3,009,000 shares | $180,841 | 9.29% | $180,841 | - | |
| The Company | Nextronics Engineering Corp. Private placement unsecured conversion bonds |
- | Financial asset measured at fair value through profit or loss–current |
600,000 shares | 56,976 | - | 56,976 | - | |
| The Company | Damon Motors Inc conversion bonds | - | Financial asset measured at fair value through profit or loss–current |
- | 15,354 | - | 15,354 | - | |
| The Company | Trutankless, Inc. | - | Financial asset measured at fair value through profit or loss–current |
25,000 shares | - | 0.26% | - | - | |
| Kwan-Ze | Nextronics Engineering Corp. | - | Financial asset measured at fair value through profit or loss–current |
28,000 shares | 1,683 | 0.09% | 1,683 | - | |
| Total | $254,854 |
Note 1: Not required if the issuer of securities is not a related party.
262
Attachment 4: Related party transactions for purchases and sales exceeding the lower of NT$100 million or 20 percent of the capital stock as of 31 December 2022.
| Related-party | Counter-party | Relationship | Intercompany Transactions | Intercompany Transactions | Intercompany Transactions | Intercompany Transactions | Details of non-arm's length transaction |
Details of non-arm's length transaction |
Notes and accounts receivable (payable) |
Notes and accounts receivable (payable) |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchases (Sales) |
Amount | Percentage of total consolidated purchase (Sales) |
Terms | Unit price | Terms | Carrying amount | Percentage of total consolidated receivables (payable) |
||||
| The Company | JYSB | Subsidiary | Purchase | $2,858,714 | 43.55% | Trading condition is the same as other supplier |
N/A | N/A | $(559,157) | -42.05% | |
| HKSB | JYSB | Associates | Purchase | $3,469,850 | 54.44% | Trading condition is the same as other supplier |
N/A | N/A | $401,132 | -33.77% | |
| SB TongAn | JSEM | Associates | Purchase | $109,610 | 7.65% | Trading condition is the same as other supplier |
N/A | N/A | $(30,565) | -5.96% | |
| JYSB | SINBON USA | Associates | Purchase | $346,509 | 3.77% | Trading condition is the same as other supplier |
N/A | N/A | $(38,800) | -1.46% | |
| JYSB | T-CONN Zhongshan | Associates | Purchase | $128,891 | 1.40% | Trading condition is the same as other supplier |
N/A | N/A | $(61,514) | -2.31% | |
| JSEM | XZEM | Associates | Purchase | $104,027 | 7.34% | Trading condition is the same as other supplier |
N/A | N/A | $(9,487) | -0.89% | |
| T-CONN | T-CONN Zhongshan | Associates | Purchase | $444,120 | 35.00% | Trading condition is the same as other supplier |
N/A | N/A | $(112,324) | -42.00% |
Attachment 5: Receivables from related parties with accounts exceeding the lower of NT$100 million or 20 percent of the capital stock as of 31 December 2022.
| Related-party | Counter-party | Relationship | Amount | Average collection turnover |
Overdue account receivable-related parties | Overdue account receivable-related parties | Collection in subsequent period |
Allowance for doubtful debts |
|---|---|---|---|---|---|---|---|---|
| Amount | Processingmethod | |||||||
| JYSB | The Company | The Company | $559,157 | 11.63 | $ - | - | $116,101 | $ - |
| JYSB | HKSB | Associates | $401,132 | 24.27 | $ - | - | $129,089 | $ - |
| The Company | T-CONN | Associates | $402,720 | 1.79 | $ - | - | $20,927 | $ - |
263
Attachment 6: The business relationship, significant transactions and amounts between parent company and subsidiaries
| No. (Note 1) |
Related-party | Counterparty | Relationship with the Company (Note 2) |
Transactions | Transactions | Transactions | Transactions |
|---|---|---|---|---|---|---|---|
| Account | Amount | Terms | Percentage of consolidated operating revenues or consolidated total assets(Note3) |
||||
| 0 | The Company | JYSB | 1 | Purchase | $2,858,714 | (Note 4) | 9.35% |
| 1 | JYSB | The Company | 2 | Sales | $2,858,714 | (Note 4) | 9.35% |
| 3 | HKSB | JYSB | 3 | Purchase | $3,469,850 | (Note 4) | 11.35% |
| 1 | JYSB | HKSB | 3 | Sales | $3,469,850 | (Note 4) | 11.35% |
| 4 | SB TongAn | JSEM | 3 | Purchase | $109,610 | (Note 4) | 0.36% |
| 5 | JSEM | SB TongAn | 3 | Sales | $109,610 | (Note 4) | 0.36% |
| 1 | JYSB | SINBON USA | 3 | Purchase | $346,509 | (Note 4) | 1.13% |
| 2 | SINBON USA | JYSB | 3 | Sales | $346,509 | (Note 4) | 1.13% |
| 1 | JYSB | T-CONN Zhongshan | 3 | Purchase | $128,891 | (Note 4) | 0.42% |
| 6 | T-CONN Zhongshan | JYSB | 3 | Sales | $128,891 | (Note 4) | 0.42% |
| 5 | JSEM | XZEM | 3 | Purchase | $104,027 | (Note 4) | 0.34% |
| 7 | XZEM | JSEM | 3 | Sales | $104,027 | (Note 4) | 0.34% |
| 8 | T-CONN | T-CONN Zhongshan | 3 | Purchase | $444,120 | (Note 4) | 34.00% |
| 6 | T-CONN Zhongshan | T-CONN | 3 | Sales | $444,120 | (Note 4) | 34.00% |
-
Note 1 : The Company is coded "0".The subsidiaries are coded consecutively beginning from "1" in the order presented in the table above.
-
Note 2 : Transactions are categorized as follows:
-
The holding company to subsidiary.
-
Subsidiary to holding company.
-
Subsidiary to subsidiary.
-
Note 3 : The percentage with respect to the consolidated asset/liability for transactions of balance sheet items are based on each item's balance at period-end. For profit or loss items, interim cumulative balances are used as basis.
-
Note 4 : The sales price to the above related parties was determined through mutual agreement based on the market conditions.
264
Attachment 7: Names, locations, main businesses and products, original investment amount, investment as of 31 December 2022 net income (loss) of investee company and investment income (loss) recognized for the year ended 31 December 2022: (Excluding investment in Mainland China)
| Investor | Investee company (Note1) |
Address | Main businesses and products | Initial Investment | Initial Investment | Investment as of 31 Dec | Investment as of 31 Dec | ember 2022 | Net income (loss) of investee company |
Investment income (loss) recognized |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Ending balance | Beginning balance | Number of shares |
Percentage of ownership (%) |
Book value | (Note 1 ) | ||||||
| The Company | HKSB | Hong Kong | Manufacturing and selling a wide variety of connectors, wires and cables. |
HKD95,606,000 | HKD95,606,000 | - | 100.00% | $1,408,743 | $960,019 | $960,019 | Subsidiary |
| $401,262 | $401,262 | ||||||||||
| The Company | Kwan-Ze | New Taipei City, Taiwan | Holding company | $235,600 | $235,600 | 25,200,000 shares | 100.00% | $699,071 | $121,494 | $121,494 | Subsidiary |
| The Company | SB BVI | British Virgin Islands | Holding company | USD45,021,000 | USD45,021,000 | - | 100.00% | $5,864,583 | $1,085,556 | $1,085,556 | Subsidiary |
| $1,461,158 | $1,461,158 | ||||||||||
| The Company | SINTOP | New Taipei City, Taiwan | Renewable energy investment management consulting business |
$6,804 | $6,804 | 680,400 shares | 53.57% | $9,242 | $4,291 | $2,298 | Subsidiary |
| The Company | Argosy Technologies Co., Ltd. |
Hsinchu City, Taiwan |
Produce and sells a variety of electronic components, computers and peripheral equipment |
$51,768 | $51,768 | 3,174,598 shares | 3.56% | $145,064 | $610,670 | $21,598 | Investee under the equity method |
| The Company | SINBON USA LLC |
4265 Gibson Dr., Tipp City , OH 45371, USA |
Logistic center. | USD8,979,000 | USD5,679,000 | - | 100.00% | $100,002 | $(40,724) | $(40,724) | Subsidiary |
| $274,591 | $176,403 | ||||||||||
| The Company | SINBON Europe GmbH |
Pfarrkirchen, Germany | Logistic center. | EUR5,209,000 | EUR5,209,000 | - | 100.00% | $4,753 | $1,351 | $1,351 | Subsidiary |
| $185,241 | $185,241 | ||||||||||
| The Company | Radbon Avionics Inc. | Miaoli County, Taiwan | Manufacturing and selling signal cables and cabin wiring. |
$33,000 | $33,000 | 5,280,000 shares | 55.00% | $165,268 | $105,930 | $58,261 | Subsidiary |
| The Company | T-CONN Precision | New Taipei City, Taiwan | Manufacturing and selling a wide variety of connectors, wires and cables. |
$157,360 | $157,360 | 20,107,286 shares | 57.45% | $437,831 |
$121,343 | $74,102 | Subsidiary |
| The Company | SB Hungary | Hungary | Selling,Producting and Processing a wide variety of connectors and cables. |
EUR13,264,000 | EUR12,264,000 | - | 100.00% | $106,822 | $(66,085) | $(66,085) | Subsidiary |
| $455,501 | $424,026 | ||||||||||
| T-CONN Precision | S P L | Mauritius | Logistic center. | $3,039 | $3,039 | 100,000 shares | 100.00% | $ - |
USD(145,000) | $ - | Subsidiary |
| $(4,527) | |||||||||||
| SB TongAn | TWEM | 1F., No. 15, Ln. 588, Guohua Rd., Miaoli City, Miaoli County 36055, Taiwan (R.O.C.) |
Produce and sells a wide variety of connectors and cables. |
RMB10,405,000 | RMB10,405,000 | - | 100.00% | RMB9,865,000 |
RMB1,009,000 | $ - | Subsidiary |
| $45,000 | $45,000 | $43,581 |
$4,466 | ||||||||
| SINBON USA L.L.C | SB Ohio | 815 South Brown School Road Vandalia, OH 45377, USA |
Selling a wide variety of connectors and cables. |
USD5,654,000 | USD2,704,000 | - | 100.00% | USD2,809,000 |
USD(850,000) | $ - | Subsidiary |
| $86,280 |
$(25,341) | ||||||||||
| SINBON USA L.L.C |
Worldwide Wire Harnesses Co.,Ltd. |
Samoa | Logistic center. | USD75,000 | USD75,000 | - | 50.00% | USD145,000 |
USD53,000 | $ - | Subsidiary |
| $4,477 |
$1,584 |
265
Attachment 7: Names, locations, main businesses and products, original investment amount, investment as of 31 December 2022 net income (loss) of investee company and investment income (loss) recognized for the year ended 31 December 2022: (Excluding investment in Mainland China)
| Investor | Investee company (Note1) |
Address | Main businesses and products | Initial Investment | Initial Investment | Investment as of 31 Dece | Investment as of 31 Dece | mber 2022 | Net income (loss) of investee company |
Investment income (loss) recognized |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Ending balance | Beginning balance | Number of shares |
Percentage of ownership (%) |
Book value | (Note 1 ) | ||||||
| Kwan-Ze | Argocy Research Inc. | Hsinchu City, Taiwan |
Produce and sells a variety of electronic components, computers and peripheral equipment |
$197,969 | $197,969 | 14,771,152 shares | 16.55% | $633,251 | $610,670 | $ - | Investee under the equity method |
| Worldwide Wire Harnesses Co., Ltd. |
STT | U.S.A Tennessee | Logistic center. | USD140,000 | USD140,000 | - | 100.00% | USD41,000 | USD53,000 | $ - | Subsidiary |
| $4,542 | $4,542 | $1,275 | $1,584 | ||||||||
| Argocy Research Inc. |
Argosy Technology Inc.(USA) |
U.S.A | Sell Multimedia related products, ODM and OED |
$30,347 | $30,347 | - | 100.00% | $ - | $ - | $ - | Investee under the equity method |
| Argocy Research Inc. |
Argosy International B.V. |
The Netherlands | Leasing operations and sell ODM and OED |
$22,314 | $22,314 | - | 100.00% | $15,518 | $203 | $- | Investee under the equitymethod |
| Argocy Research Inc. |
Global Saber Electronics Co., Ltd. |
Mauritius | Selling a wide variety of connectors and cables. |
$ - | $ - | - | 100.00% | $68,895 | $(6,710) | $ - | Investee under the equity method |
| Argocy Research Inc. |
ROTEC LIMITED | British Virgin Islands | Holding company | $543,588 | $543,588 | - | 88.04% | $836,738 | $8,275 | $ - | Investee under the equity method |
| Global Saber Electronics Co., Ltd |
ROTEC LIMITED | British Virgin Islands | Holding company | $72,918 | $72,918 | - | 11.96% | $113,669 | $8,275 | $ - | Investee under the equity method |
-
Note 1:
(1)"Investee company", "Address", "Main businesses and products", "Initial Investment" and "Investment as of 31 December 2022" shall be filled in appropriate fields according to the Company's reinvestment and the re-investment of the subsidiaries the Company directly or indirectly controls and indicate the relationship in the Notes. -
(2)"Net income (loss) of investee company" shall be filled in net income (loss) of investee for the year ended 31 December 2022. -
(3)"Investment income (loss) recognized" requires only the investment income (loss) from the direct investees of the the Company and the investment income (loss) from investees valued under the equity method, and ensure that when recognizing the subsidiary's
investment income (loss), the subsidiaries' re-investment income (loss) is included.
266
Attachment 8: Investment in Mainland China
| Investee company | Main Businesses and Products | Total Amount of Paid-in Capital |
Method of Investment | Accumulated Outflow of Investment from Taiwan as of 1 January 2022 |
Investment Flows | Investment Flows | Accumulated Outflow of Investment from Taiwan as of 31 December 2022 |
Net income (loss) of investee company |
Percentage of Ownership |
Investment income (loss) recognized |
Carrying Value as of 31 December 2022 |
Accumulated Inward Remittance of Earnings as of 31 December 2022 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outflow | Inflow | |||||||||||
| BJSB | Manufacturing and selling a wide variety of connectors, wires and cables. |
RMB 12,830,000 | Directly investment in Mainland China |
USD 1,020,000 $30,719 |
$ - | $ - | USD 1,020,000 $30,719 |
RMB1,562,000 $6,913 |
85.53% | RMB1,336,000 $5,913 Note 1 |
RMB31,666,000 $139,884 |
USD11,030,000 $351,623 |
| JYSB | Manufacturing and selling a wide variety of connectors, wires and cables. |
USD 37,780,000 | Indirectly investment in Mainland China through companies registered in a third region. |
USD 22,050,000 $705,108 |
$ - | $ - | USD 22,050,000 $705,108 |
USD33,024,000 $984,336 |
100% | USD33,024,000 $984,336 Note 1 |
USD150,712,000 $4,628,068 |
USD39,976,000 $1,200,889 |
| SHSB | Selling a wide variety of connectors, wires and cables. |
USD 3,280,000 | Indirectly investment in Mainland China through companies registered in a third region. |
USD 1,700,000 $55,358 |
$ - | $ - | USD 1,700,000 $55,358 |
USD756,000 $22,531 |
100% | USD756,000 $22,531 Note 1 |
USD7,296,000 $227,114 |
USD2,887,000 $87,821 |
| SZSB | Selling a wide variety of connectors, wires and cables. |
USD 2,810,000 | Indirectly investment in Mainland China through companies registered in a third region. |
USD 2,750,000 $83,385 |
$ - | $ - | USD 2,750,000 $83,385 |
USD861,000 $25,677 |
100% | USD861,000 $25,677 Note 1 |
USD8,954,000 $274,948 |
RMB38,400,000 $157,642 |
| TCSB | Selling a wide variety of connectors, wires and cables. |
USD17,000,000 | Indirectly investment in Mainland China through companies registered in a third region. |
USD 8,000,000 $248,003 |
$ - | $ - | USD 8,000,000 $248,003 |
USD6,481,000 $193,182 |
100% | USD6,481,000 $193,182 Note 1 |
USD29,547,000 $907,329 |
USD196,000 $5,890 |
| China Digital Library Corp.Ltd. |
Technology development of computer software, transfer of technology, advisory service |
RMB 88,600,000 | Indirectly investment in Mainland China through companies registered in a third region. |
USD 750,000 | $ - | $ - | USD 750,000 $20,768 |
$ - | 4.85% | $ - | $ - | $ - |
| Argosy (Beijing) Technologies Co., Ltd. |
Selling a wide variety of connectors, wires and cables. |
RMB 5,000,000 | Indirectly investment in Mainland China through companies registered in a third region. |
USD 76,000 | $ - | $ - | USD 76,000 $2,104 |
$ - | 12.00% | $ - | $ - | $ - |
| Wu Xi S&D | Manufacturing and selling new flat panel displays. |
USD 4,000,000 | Indirectly investment in Mainland China through companies registered in a third region. |
USD 1,900,000 $61,823 |
$ - | $ - | USD 1,900,000 $61,823 |
$ - | - | $ - | $ - | $ - |
| Ning Bo Smart and Diligent Co., Ltd. |
Manufacturing and selling a new Flat Panel Display. |
USD 2,000,000 | Indirectly investment in Mainland China through companies registered in a third region. |
USD 1,140,000 $37,025 |
$ - | $ - | USD 1,140,000 $37,025 |
$ - | - | $ - | $ - | $ - |
267
Attachment 8: Investment in Mainland China
| Investee company | Main Businesses and Products | Total Amount of Paid-in Capital |
Method of Investment | Accumulated Outflow of Investment from Taiwan as of 1 January 2022 |
Investment Flows | Investment Flows | Accumulated Outflow of Investment from Taiwan as of 31 December 2022 |
Net income (loss) of investee company |
Percentage of Ownership |
Investment income (loss) recognized |
Carrying Value as of 31 December 2022 |
Accumulated Inward Remittance of Earnings as of 31 December 2022 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outflow | Inflow | |||||||||||
| JY Sinact | Manufacturing and selling a wide variety of electronic materials. |
USD 9,500,000 | Indirectly investment in Mainland China through companies registered in a third region. |
USD 5,266,000 $164,599 |
$ - | $ - | USD 5,266,000 $164,599 |
$ - | - | $ - | $ - | $ - |
| Shang Hai Comtek Electronics Trading Co., ltd. |
Selling a wide variety of electronic materials. |
USD 160,000 | Indirectly investment in Mainland China through companies registered in a third region. |
USD 104,000 $3,302 |
$ - | $ - | USD 104,000 $3,302 |
$ - | - | $ - | $ - | $ - |
| Dong Guan CMK | Manufacturing and selling a wide variety of connectors, wires and cables. |
USD 1,000,000 | Indirectly investment in Mainland China through companies registered in a third region. |
USD 645,000 $20,768 |
$ - | $ - | USD 645,000 $20,768 |
$ - | - | $ - | $ - | $ - |
| T-CONN Zhongshan | Manufacturing and selling a wide variety of connectors, wires and cables. |
USD 9,300,000 | Directly investment in Mainland China |
USD 3,686,000 $117,529 |
$ - | $ - | USD 3,686,000 $117,529 |
$75,291 | 57.45% | $43,255 Note 2 |
$352,251 | $ - |
| BJSB TongAn | Manufacturing and selling a wide variety of connectors, wires and cables. |
RMB152,000,000 | Directly investment in Mainland China |
USD 3,000,000 $89,134 |
$ - | $ - | USD 3,000,000 $89,134 |
$304,915 | 85.53% | $263,550 Note 1 |
$2,162,814 | $1,264,302 |
| Upper Limit on Investment Accumulated Investment in Mainland China as of 31 December 2022 Investment Amounts Authorized by Investment Commission, MOEA USD 52,087,000 USD 53,420,000 N/A(Note3) |
||||||||||||
| Accumulated Investment in Mainland China as of 31 December 2022 |
Investment Amounts Authorized by Investment Commission, MOEA |
Upper Limit on Investment | ||||||||||
| USD 52,087,000 | USD 53,420,000 | N/A(Note3) |
Note 1: Based on the financial statements certificated by the public accountant of the parent company in Taiwan.
Note 2: The financial statements were audited by other independent accountants.
Note 3: According to Order No. Jing-Shen-Zi-09704604680 issued by Ministry of Economic Affairs, R.O.C., the Company's investment in Mainland China is not limited to 60% of net worth or consolidated net worth specified by the Investment Commission.
268
- V. Parent Company Only Financial Statements for the Years Ended December 31, 2022 and 2021 and Independent Auditors’ Report (Not including The Contents of Statements Of Major Accounting Items) :
Independent Auditors’ Report Translated from Chinese
To SINBON Electronics Co., Ltd.
Opinion
We have audited the accompanying parent company only balance sheets of SINBON Electronics Co., Ltd. (the “Company”) as of 31 December 2022 and 2021, and the related parent company only statements of comprehensive income, changes in equity and cash flows for the years ended 31 December 2022 and 2021, and notes to the parent company only financial statements, including the summary of significant accounting policies (together “the parent company only financial statements”).
In our opinion, based on our audits and the reports of other auditors (please refer to the Other Metter – Making Reference to the Audits of Component Auditors section of our report), the parent company only financial statements referred to above present fairly, in all material respects, the financial position of the Company as of 31 December 2022 and 2021, and its financial performance and cash flows for the years ended 31 December 2022 and 2021, in conformity with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in 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 (the “Norm”), and we have fulfilled our other ethical responsibilities in accordance with the Norm. Based on our audits and the reports of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of 2022 parent company only financial statements. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
269
1. Valuation for inventories (Including inventories of the subsidiaries under the equity method)
The amount of inventories of the Company and its subsidiaries was significant to the financial statements. As the fluctuation in market demand and the fast-changing technology could cause losses of obsolete and slow-moving inventories, the assessment of the inventory write-downs require significant management judgement. We therefore determined this a key audit matter.
Our audit procedures included, but not limited to, understanding and testing the adequacy of accounting policy around obsolete and slow-moving inventories, evaluating stocktaking plan and selecting important storage locations to observe inventory counts to ensure inventory quantities and status; obtaining inventory aging schedule to test whether inbound and outbound records are accurate; re-calculating the unit cost of inventories; and evaluating and testing net realizable value adopted by management. We also assessed the adequacy of disclosures of financial assets. Please refer to Notes 5 and 6 to the parent company only financial statements.
2. Impairment of accounts receivable
As of 31 December 2022, gross accounts receivable and loss allowance by the Company amounted to NT$1,806,158 thousand and NT$1,166 thousand, respectively. Net accounts receivable accounted for 9% of total assets. Since the loss allowance of account receivables is measured by the expected credit loss for the duration of the account receivables, it is necessary to divide account receivables into groups in the process of measurement and analyze the application of related assumptions, including appropriate aging intervals and their respective loss rate. As the measurement of expected credit loss involves making judgment, analysis and estimates, and the result will affect the net account receivable, we therefore determined this a key audit matter.
Our audit procedures included, but not limited to, analyzing the appropriateness of the grouping of account receivables and confirming whether customers with significantly different credit loss types are grouped by similar risk characteristics. The Company is tested by provision matrix, including evaluating the appropriateness of the aging intervals and the accuracy of the basic data by reviewing the original certificates; testing the related statistics information of loss rate based on the rolling rate within one year, including the average loss rate and standard deviation; considering the reasonableness of the forward-looking information which takes into account loss rate, such as economic growth rate and unemployment rate; assessing whether such forward-looking information affected the loss rate. We also assessed the adequacy of disclosures of financial assets. Please refer to Notes 5 and 6 to the parent company only financial statements.
270
Other Matter– Making Reference to the Audits of Component Auditors
As explained in Note 6(6), we did not audit the financial statements of certain subsidiaries, associates and joint ventures accounted for under the equity method. Those financial statements were audited by other auditors, whose reports thereon have been furnished to us, and our opinions expressed herein are based solely on the reports of other auditors. These subsidiaries, associates and joint ventures under equity method amounted to NT$2,711,169 thousand and NT$2,399,257 thousand, representing 13% and 14% of the total assets as of 31 December 2022 and 2021, respectively. The related shares of profits from the subsidiaries, associates and joint ventures under the equity method amounted to NT$1,122,405 thousand and NT$1,114,335 thousand, representing 33% and 41% of the income before tax for the years ended 31 December 2022 and 2021, respectively, and the related shares of other comprehensive (loss) income from the subsidiaries, associates and joint ventures under the equity method amounted to NT$(22,062) thousand and NT$59,102 thousand, representing (19)% and 309% of the comprehensive (loss) income for the years ended 31 December 2022 and 2021, respectively.
Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements
Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company only financial statements, management is responsible for assessing the ability to continue as a going concern of the Company, 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 financial reporting process of the Company.
271
Auditor’s Responsibilities for the Audit of the Parent Company Only Financial Statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with 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 the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of the Company.
-
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 ability to continue as a going concern of the Company. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the 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 accompanying notes, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
272
- 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 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 2022 parent company only financial statements and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Lo,Wen Chen
Chen, Ming Hung
Ernst & Young, Taiwan
9 March 2023
Notice to Readers
The accompanying parent company only financial statements are intended only to present the financial position, results of operations 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 accepted and applied in the Republic of China.
Accordingly, the accompanying parent company only financial statements and report of independent auditors are not intended for use by those who are not informed about the accounting principles or Standards on Auditing of the Republic of China, and their applications in practice. As the financial statements are the responsibility of the management, Ernst & Young cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.
273
English Translation of Parent Company Only Financial Statements Originally Issued in Chinese SINBON ELECTRONICS CO., LTD. PARENT COMPANY ONLY BALANCE SHEETS 31 December 2022 and 2021
(Expressed in Thousands of New Taiwan Dollars)
| Assets | Notes | As of 31 December | As of 31 December |
|---|---|---|---|
| 2022 | 2021 | ||
| Current assets Cash and cash equivalents Financial assets at fair value through profit or loss, current Notes receivable, net Accounts receivable, net Accounts receivable-related parties, net Other receivables Inventories Other current assets Total current assets Non-current assets Financial assets at fair value through profit or loss, noncurrent Financial assets at fair value through other comprehensive income, noncurrent Investments accounted for under the equity method Property, plant and equipment Right-of-use assets Deferred tax assets Other non-current assets Total non-current assets |
4,6(1) 4,6(2) 4,6(3) 4,6(3),7 7 4,6(4) 4,6(2) 4,6(5) 4,6(6) 4,6(7) 4,6(16),7 4,6(20) 4,6(8) |
$2,075,527 296,927 19,887 1,311,592 493,400 167,334 3,142,369 299,257 |
$1,451,590 247,358 23,550 1,046,853 472,476 227,349 2,375,294 236,587 |
| 7,806,293 | 6,081,057 | ||
| - 313,758 11,104,193 786,077 234,595 98,597 106,096 |
2,333 321,734 9,454,470 704,798 255,644 129,199 198,328 |
||
| 12,643,316 | 11,066,506 |
Total assets
$20,449,609
(continued)
$17,147,563
274
English Translation of Parent Company Only Financial Statements Originally Issued in Chinese SINBON ELECTRONICS CO., LTD. PARENT COMPANY ONLY BALANCE SHEETS 31 December 2022 and 2021
(Expressed in Thousands of New Taiwan Dollars)
| Liabilities and Equity Current liabilities Short-term loans Financial liabilities at fair value through profit or loss, current Contract liabilities, current Notes payable Accounts payable Accounts payable-related parties Other payables Current tax liabilities Lease liabilities, current Bonds payable, current portion Long-term loans, current portion Other current liabilities Total current liabilities Non-current liabilities Financial liabilities at fair value through profit or loss, noncurrent Bonds payable Deferred tax liabilities Lease liabilities, noncurrent Net defined benefit obligation, noncurrent Other non-current liabilities-others Total non-current liabilities Total liabilities Equity Capital Common stock Certificate of entitlement to new shares from convertible bond Subtotal Additional Paid-in Capital Retained earnings Legal reserve Special reserve Unappropriated earnings Subtotal Other components of equity Exchange differences on translation of foreign operations Unrealized gains or losses measured at fair value through other comprehensive income Subtotal Total equity Total liabilities and equity |
Notes | As of 31 December | As of 31 December |
|---|---|---|---|
| 2022 | 2021 | ||
| 4,6(9) 4,6(10) 4,6(14) 7 7 4 4,6(16),7 4,6(11) 4,6(10) 4,6(11) 4,6(20) 4,6(16),7 4,6(12) 6(13) 6(13) 4 |
$1,516,620 - 2,165,366 462 718,639 610,531 751,525 204,008 49,212 176,281 - 35,319 |
$1,952,450 241 1,009,680 568 903,856 401,136 558,826 108,120 45,532 - 300,000 2,829 |
|
| 6,227,963 | 5,283,238 | ||
| 5,100 945,648 396,361 186,995 53,501 542 |
- 994,351 233,557 211,048 67,561 62 |
||
| 1,588,147 | 1,506,579 | ||
| 7,816,110 | 6,789,817 | ||
| 2,365,841 19,200 |
2,333,770 8,290 |
||
| 2,385,041 | 2,342,060 | ||
| 3,067,205 | 2,190,472 | ||
| 1,727,300 381,975 5,342,675 |
1,493,995 399,729 4,313,466 |
||
| 7,451,950 | 6,207,190 | ||
| (359,257) 88,560 |
(561,279) 179,303 |
||
| (270,697) | (381,976) | ||
| 12,633,499 | 10,357,746 | ||
| $20,449,609 | $17,147,563 |
(The accompanying notes are an integral part of the parent company only financial statements)
275
English Translation of Parent Company Only Financial Statements Originally Issued in Chinese SINBON ELECTRONICS CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
For the years ended 31 December 2022 and 2021
(Expressed in Thousands of New Taiwan Dollars, Except for Earnings per Share)
| Operating revenues Operating costs Gross profit-net Operating expenses Sales and marketing expenses General and administrative expenses Research and development expenses Subtotal Operating income Non-operating income and expenses Interest revenue Other income Other gains and losses Finance costs Share of profit or loss of subsidiaries, associates and joint ventures Subtotal Income from continuing operations before income tax Income tax expense Net income Other comprehensive income (loss) Remeasurements of defined benefit plans Unrealized gains on equity instruments measured at fair value through other comprehensive income Share of other comprehensive income of subsidiaries, associates and joint ventures which will not be reclassified subsequently to profit or loss Income tax related to items that will not be reclassified subsequently Items that may be reclassified subsequently to profit or loss Exchange differences on translation of foreign operations Share of other comprehensive (loss) income of subsidiaries, associates and joint ventures which may be reclassified subsequently to profit or loss Income tax related to items that may be reclassified subsequently Total other comprehensive income, net of tax Total comprehensive income Earnings per share (NTD) Earnings per share-basic Earnings per share-diluted Items that will not be reclassified subsequently to profit or loss |
Notes | For theyears ended 31 December | For theyears ended 31 December |
|---|---|---|---|
| 2022 | 2021 | ||
| 4,6(14),7 6(4.18),7 6(18),7 6(18),7 4,6(6) 4,6(20) 6(19) 4,6(21) |
$7,691,998 (5,629,876) |
$6,928,235 (5,242,802) |
|
| 2,062,122 | 1,685,433 | ||
| (695,083) (601,218) (294,748) |
(466,789) (445,417) (280,860) |
||
| (1,591,049) | (1,193,066) | ||
| 471,073 | 492,367 | ||
| 6,366 284,863 190,854 (29,727) 2,481,420 |
853 190,263 22,540 (28,940) 2,063,726 |
||
| 2,933,776 | 2,248,442 | ||
| 3,404,849 (524,296) |
2,740,809 (409,307) |
||
| 2,880,553 | 2,331,502 | ||
| 5,864 (42,287) (48,082) (1,173) 247,131 4,255 (49,384) |
(178) 9,387 69,609 36 (74,034) (911) 15,249 |
||
| 116,324 | 19,158 | ||
| $2,996,877 | $2,350,660 | ||
| $12.22 | $10.00 | ||
| $11.88 | $9.80 |
(The accompanying notes are an integral part of the parent company only financial statements)
276
English Translation of Parent Company Only Financial Statements Originally Issued in Chinese SINBON ELECTRONICS CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY For the years ended 31 December 2022 and 2021
(Expressed in Thousands of New Taiwan Dollars)
| Other changes in additional paid-in capital Disposal of investments accounted for under the equity method From differences between equity purchase price and carrying amount arising from actual acquisition or disposal of subsidiaries Changes in ownership interests in subsidiaries Net income in 2021 Other comprehensive income, net of tax in 2021 Total comprehensive income Proceeds from disposal of equity instruments at fair value through other comprehensive income of associates and joint ventures Proceeds from disposal of equity instruments at fair value through other comprehensive income Bonds converted to stock Other changes in additional paid-in capital Embedded conversion options derrived from convertible Change in equity of associates and joint ventures accounted for using equity method Disposal of investments accounted for under the equity method From differences between equity purchase price and carrying amount arising from actual acquisition or disposal of subsidiaries Net income in 2022 Other comprehensive income (loss), net of tax in 2022 Total comprehensive income (loss) Bonds converted to stock Balance as of 1 January 2021 Balance as of 31 December 2021 Balance as of 1 January 2022 Balance as of 31 December 2022 Appropriation and distribution of 2020 retained earnings Legal reserve Special reserve Cash dividends Appropriation and distribution of 2021 retained earnings Legal reserve Special reserve Cash dividends |
Capital | Capital | Additional Paid-in Capital |
R | etained earnings | etained earnings | Other components of equity | Other components of equity | Total Equity |
|---|---|---|---|---|---|---|---|---|---|
| Common stock |
Certificate of entitlement to new shares from convertible bond |
Legal Reserve | Special Reserve |
Unappropriated Earnings |
Exchange Differences on Translation of Foreign Operations |
Unrealized Gains (Losses) on Equity Instruments Measured at Fair Value Through Other Comprehensive Income |
|||
| $2,327,775 | $ - | $1,885,096 (2,415) 33,203 10,174 |
$1,280,774 213,221 |
$481,223 (81,494) |
$3,579,649 (213,221) (1,467,504) 81,494 472 2,331,502 (142) |
$(501,613) 30 (59,696) |
$101,884 (472) 78,996 |
$9,154,788 - (1,467,504) - (2,385) 33,203 10,174 2,331,502 19,158 |
|
| - | - | - | - | - | 2,331,360 | (59,696) | 78,996 | 2,350,660 | |
| 5,995 | 8,290 | 264,414 | (748) 1,964 |
748 (1,853) |
- 111 278,699 |
||||
| $2,333,770 | $8,290 | $2,190,472 | $1,493,995 | $399,729 | $4,313,466 | $(561,279) | $179,303 | $10,357,746 | |
| $2,333,770 | $8,290 | $2,190,472 90,910 1,577 (1,927) 5,202 |
$1,493,995 233,305 |
$399,729 (17,754) |
$4,313,466 (233,305) (1,640,858) 17,754 374 2,880,553 4,691 |
$(561,279) 20 202,002 |
$179,303 (374) (90,369) |
$10,357,746 - (1,640,858) - 90,910 1,577 (1,907) 5,202 2,880,553 116,324 |
|
| - | - | - | - | - | 2,885,244 | 202,002 | (90,369) | 2,996,877 | |
| 32,071 | 10,910 | 780,971 | 823,952 | ||||||
| $2,365,841 | $19,200 | $3,067,205 | $1,727,300 | $381,975 | $5,342,675 | $(359,257) | $88,560 | $12,633,499 |
(The accompanying notes are an integral part of the parent company only financial statements)
277
English Translation of Parent Company Only Financial Statements Originally Issued in Chinese SINBON ELECTRONICS CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS For the years ended 31 December 2022 and 2021
(Expressed in Thousands of New Taiwan Dollars)
| Cash flows from operating activities: Net income before tax Adjustments to reconcile net income before tax to net cash provided by (used in) operating activities: Income and expense adjustments: Depreciation Amortization Interest expense Interest income Dividend income Share of profit of subsidiaries,associates and joint ventures Gain on disposal of property, plant and equipment Gain on disposal of investments Gain of financial assets/liabilities at fair value through loss or profit Changes in operating assets and liabilities: Decrease (increase) in notes receivable (Increase) decrease in accounts receivable Decrease (increase) in other receivables Increase in inventories, net Increase in other current assets (Decrease) increase in notes payable Increase (decrease) in accounts payable Increase in other payables Increase in contract liability Increase (decrease) in other current liabilities Decrease in accrued pension liabilities Cash generated from operations Interest received Dividends received Interest paid Income tax paid Net cash provided by operating activities |
For theyears ended 31 December | For theyears ended 31 December |
|---|---|---|
| 2022 $3,404,849 135,103 13,768 29,727 (6,366) (38,818) (2,481,420) (3,006) - (32,269) 3,663 (285,663) 60,015 (767,075) (62,670) (106) 24,178 189,879 1,155,686 32,490 (8,196) 1,363,769 6,366 38,818 (20,222) (285,559) 1,103,172 |
2021 | |
| $2,740,809 106,264 10,139 28,940 (853) (14,643) (2,063,726) (14,326) (315) (75,921) (14,897) 75,272 (40,508) (609,117) (131,199) 177 (115,543) 99,363 428,185 (20,199) (5,582) |
||
| 382,320 | ||
| 853 14,643 (12,603) (373,474) |
||
| 11,739 |
(Continued)
278
English Translation of Parent Company Only Financial Statements Originally Issued in Chinese
SINBON ELECTRONICS CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS(Continued) For the years ended 31 December 2022 and 2021
(Expressed in Thousands of New Taiwan Dollars)
| Cash flows from investing activities: Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Acquisition of investments accounted for under the equity method Proceeds from disposal of investments accounted for under the equity method Acquisition of financial assets at fair value through other comprehensive income Proceeds from disposal of financial assets at fair value through other comprehensive income Decrease in financial assets at fair value through other comprehensive income Acquisition of financial assets at fair value through profit or loss, current Proceeds from disposal of financial assets at fair value through profit or loss, current Increase in other noncurrent assets Dividends received Net cash provided by investing activities Cash flows from financing activities: Cash payments for the principal portion of lease liability (Decrease) increase in short-term loans Proceeds from bonds issued Decrease in long-term loans Increase in deposits received Cash dividends Net cash used in financing activities Effect of exchange rate changes on cash and cash equivalents Net increase in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period |
For theyears ended 31 December | For theyears ended 31 December |
|---|---|---|
| 2022 (67,480) 18,376 (129,663) - (50,000) - 15,689 (16,143) - (38,903) 1,169,327 901,203 (49,473) (435,830) 1,045,040 (300,000) 480 (1,640,858) (1,380,641) 203 623,937 1,451,590 $2,075,527 |
2021 | |
| (115,800) 140,048 (50,994) 47,835 (75,000) 23,590 2,449 - 52,870 (209,303) 1,454,433 |
||
| 1,270,128 | ||
| (47,046) 493,862 - - 60 (1,467,504) |
||
| (1,020,628) | ||
| 2,226 | ||
| 263,465 1,188,125 |
||
| $1,451,590 |
(The accompanying notes are an integral part of the parent company only financial statements)
279
English Translation of Parent Company Only Financial Statements Originally Issued in Chinese
SINBON ELECTRONICS CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS
For the Years Ended 31 December 2022 and 2021
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
1. History and organization
SINBON Electronics Co., Ltd. (the “Company”) was incorporated in Republic of China (R.O.C) in December 1989. The main activities of the Company include manufacturing and selling computer peripherals, connectors, wires and other parts. The shares of the Company commenced trading on Taiwan’s Over-the-Counter Market in May 2001 and were listed on the Taiwan Stock Exchange in August 2002.
2. Date and procedures of authorization of financial statements for issue
The parent company only financial statements of the Company for the years ended 31 December 2022 and 2021 were authorized for issue by the Board of Directors on 9 March 2023.
3. Newly issued or revised standards and interpretations
- (1) Changes in accounting policies resulting from applying for the first time certain standards and amendments
The Company applied for the first time International Financial Reporting Standards, International Accounting Standards, and Interpretations issued, revised or amended which are recognized by Financial Supervisory Commission (“FSC”) and become effective for annual periods beginning on or after 1 January 2022. The adoption of these new standards and amendments had no material impact on the Company.
- (2) Standards or interpretations issued, revised or amended, by International Accounting Standards Board (“IASB”) which are endorsed by FSC, and not yet adopted by the Company as at the end of the reporting period are listed below.
| Items | New,Revised or Amended Standards and Interpretations | Effective Date issued byIASB |
|---|---|---|
| a | Disclosure Initiative - Accounting Policies – Amendments to IAS 1 |
1 January 2023 |
| b | Definition of AccountingEstimates – Amendments to IAS 8 | 1 January2023 |
| c | Deferred Tax related to Assets and Liabilities arising from a Single Transaction – Amendments to IAS 12 |
1 January 2023 |
279
SINBON ELECTRONICS CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
- (a) Disclosure Initiative - Accounting Policies – Amendments to IAS 1
The amendments improve accounting policy disclosures that to provide more useful information to investors and other primary users of the financial statements.
- (b) Definition of Accounting Estimates – Amendments to IAS 8
The amendments introduce the definition of accounting estimates and include other amendments to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors to help companies distinguish changes in accounting estimates from changes in accounting policies.
- (c) Deferred Tax related to Assets and Liabilities arising from a Single Transaction – Amendments to IAS 12
The amendments narrow the scope of the recognition exemption in paragraphs 15 and 24 of IAS 12 so that it no longer applies to transactions that, on initial recognition, give rise to equal taxable and deductible temporary differences.
The abovementioned standards and interpretations were issued by IASB and endorsed by FSC so that they are applicable for annual periods beginning on or after 1 January 2023. The new or amended standards and interpretations have no material impact on the Company.
- (3) Standards or interpretations issued, revised or amended, by IASB which are not endorsed by FSC, and not yet adopted by the Company as at the end of the reporting period are listed below.
| Items | New, Revised or Amended Standards and Interpretations | Effective Date issued byIASB |
|---|---|---|
| a | IFRS 10 “Consolidated Financial Statements” and IAS 28 “Investments in Associates and Joint Ventures” — Sale or Contribution of Assets between an Investor and its Associate or Joint Ventures |
To be determined by IASB |
| b | IFRS 17 “Insurance Contracts” | 1 January2023 |
| c | Classification of Liabilities as Current or Non-current – Amendments to IAS 1 |
1 January 2024 |
| d | Lease Liability in a Sale and Leaseback – Amendments to IFRS 16 |
1 January 2024 |
| e | Non-current Liabilities with Covenants – Amendments to IAS 1 |
1 January 2024 |
281
SINBON ELECTRONICS CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
(a) IFRS 10“Consolidated Financial Statements” and IAS 28“Investments in Associates and Joint Ventures” — Sale or Contribution of Assets between an Investor and its Associate or Joint Ventures
The amendments address the inconsistency between the requirements in IFRS 10 Consolidated Financial Statements and IAS 28 Investments in Associates and Joint Ventures , in dealing with the loss of control of a subsidiary that is contributed to an associate or a joint venture. IAS 28 restricts gains and losses arising from contributions of non-monetary assets to an associate or a joint venture to the extent of the interest attributable to the other equity holders in the associate or joint ventures. IFRS 10 requires full profit or loss recognition on the loss of control of the subsidiary. IAS 28 was amended so that the gain or loss resulting from the sale or contribution of assets that constitute a business as defined in IFRS 3 between an investor and its associate or joint venture is recognized in full.
IFRS 10 was also amended so that the gains or loss resulting from the sale or contribution of a subsidiary that does not constitute a business as defined in IFRS 3 between an investor and its associate or joint venture is recognized only to the extent of the unrelated investors’ interests in the associate or joint venture.
- (b) IFRS 17 “Insurance Contracts”
IFRS 17 provides a comprehensive model for insurance contracts, covering all relevant accounting aspects (including recognition, measurement, presentation and disclosure requirements). The core of IFRS 17 is the General (building block) Model, under this model, on initial recognition, an entity shall measure a group of insurance contracts at the total of the fulfilment cash flows and the contractual service margin. The carrying amount of a group of insurance contracts at the end of each reporting period shall be the sum of the liability for remaining coverage and the liability for incurred claims.
Other than the General Model, the standard also provides a specific adaptation for contracts with direct participation features (the Variable Fee Approach) and a simplified approach (Premium Allocation Approach) mainly for short-duration contracts.
282
SINBON ELECTRONICS CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
IFRS 17 was issued in May 2017 and it was amended in 2020 and 2021. The amendments include deferral of the date of initial application of IFRS 17 by two years to annual beginning on or after 1 January 2023 (from the original effective date of 1 January 2021); provide additional transition reliefs; simplify some requirements to reduce the costs of applying IFRS 17 and revise some requirements to make the results easier to explain. IFRS 17 replaces an interim Standard – IFRS 4 Insurance Contracts – from annual reporting periods beginning on or after 1 January 2023.
- (c) Classification of Liabilities as Current or Non-current – Amendments to IAS 1
These are the amendments to paragraphs 69-76 of IAS 1 Presentation of Financial statements and the amended paragraphs related to the classification of liabilities as current or non-current.
- (d) Lease Liability in a Sale and Leaseback – Amendments to IFRS 16
The amendments add seller-lessees additional requirements for the sale and leaseback transactions in IFRS 16, thereby supporting the consistent application of the standard.
- (e) Non-current Liabilities with Covenants – Amendments to IAS 1
The amendments improved the information companies provide about long-term debt with covenants. The amendments specify that covenants to be complied within twelve months after the reporting period do not affect the classification of debt as current or non-current at the end of the reporting period.
The abovementioned standards and interpretations issued by IASB have not yet endorsed by FSC at the date when the Company’s financial statements were authorized for issue, the local effective dates are to be determined by FSC. The new or amended standards and interpretations have no material impact on the Company.
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SINBON ELECTRONICS CO., LTD. NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
4. Summary of significant accounting policies
(1) Statement of Compliance
The parent company only financial statements of the Company for the years ended 31 December 2022 and 2021 have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers (“the Regulations”).
(2) Basis of Preparation
The Company prepared the parent company only financial statements in accordance with the Regulations. According to the Article 21 of the Regulation, which provided that the profit or loss and other comprehensive income for the period presented in the parent company only financial statements shall be the same as the profit or loss and other comprehensive income attributable to stockholders of the parent presented in the consolidated financial statements for the period, and the total equity presented in the parent company only financial statements shall be the same as the equity attributable to the parent company presented in the consolidated financial statements. Therefore, the Company accounted for its investments in subsidiaries using equity method and, accordingly, made necessary adjustments.
The parent company only financial statements have been prepared on a historical cost basis, except for financial instruments that have been measured at fair value. The parent company only financial statements are expressed in thousands of New Taiwan Dollars (“NT$”) unless otherwise stated.
(3) Foreign Currency Transactions
The Company’s parent company only financial statements are presented in its functional currency, New Taiwan Dollars (NT$). Items included in the financial statements are measured using that functional currency.
Transactions in foreign currencies are initially recorded by the Company at the respective functional currency rates prevailing at the date of transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency closing rates of exchange at the reporting date. Non-monetary items measured at fair value in foreign currencies are translated using the exchange rates at the date when the fair value is determined. Non-monetary items that are measured at historical cost in foreign currencies are translated using the exchange rates as at the dates of the initial transactions.
284
SINBON ELECTRONICS CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
All exchange differences arising on the settlement of monetary items or on translating monetary items are taken to profit or loss in the period in which they arise except for the following:
-
(a) Exchange differences arising from foreign currency borrowings for an acquisition of a qualifying asset to the extent that they are regarded as an adjustment to interest costs are included in the borrowing costs that are eligible for capitalization.
-
(b) Foreign currency items within the scope of IFRS 9 Financial Instruments are accounted for based on the accounting policy for financial instruments.
-
(c)Exchange differences arising on a monetary item that forms part of a reporting entity’s net investment in a foreign operation is recognized initially in other comprehensive income and reclassified from equity to profit or loss on disposal of the net investment.
When a gain or loss on a non-monetary item is recognized in other comprehensive income, any exchange component of that gain or loss is recognized in other comprehensive income. When a gain or loss on a non-monetary item is recognized in profit or loss, any exchange component of that gain or loss is recognized in profit or loss.
- (4) Translation of Foreign Currency Financial Statements
The assets and liabilities of foreign operations are translated into NT$ at the closing rate of exchange prevailing at the reporting date and their income and expenses are translated at an average rate for the period. The exchange differences arising on the translation are recognized in other comprehensive income. On the disposal of a foreign operation, the cumulative amount of the exchange differences relating to that foreign operation, recognized in other comprehensive income and accumulated in the separate component of equity, is reclassified from equity to profit or loss when the gain or loss on disposal is recognized. The following partial disposals are accounted for as disposals:
-
(a) when the partial disposal involves the loss of control of a subsidiary that includes a foreign operation; and
-
(b) when the retained interest after the partial disposal of an interest in a joint arrangement or a partial disposal of an interest in an associate that includes
285
SINBON ELECTRONICS CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
a foreign operation is a financial asset that includes a foreign operation.
On the partial disposal of a subsidiary that includes a foreign operation that does not result in a loss of control, the proportionate share of the cumulative amount of the exchange differences recognized in other comprehensive income is re-attributed to the non-controlling interests in that foreign operation In partial disposal of an associate or joint arrangement that includes a foreign operation that does not result in a loss of significant influence or joint control, only the proportionate share of the cumulative amount of the exchange differences recognized in other comprehensive income is reclassified to profit or loss.
Any goodwill and any fair value adjustments to the carrying amounts of assets and liabilities arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and expressed in its functional currency.
- (5) Current and non-current distinction
An asset is classified as current when:
-
(a) The Company expects to realize the asset, or intends to sell or consume it, in its normal operating cycle
-
(b) The Company holds the asset primarily for the purpose of trading
-
(c) The Company expects to realize the asset within twelve months after the reporting period
-
(d) The asset is cash or cash equivalent unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.
All other assets are classified as non-current.
A liability is classified as current when:
-
(a) The Company expects to settle the liability in its normal operating cycle
-
(b) The Company holds the liability primarily for the purpose of trading
-
(c) The liability is due to be settled within twelve months after the reporting period
-
(d) The Company does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting period. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.
286
SINBON ELECTRONICS CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
All other liabilities are classified as non-current.
- (6) Cash Equivalents
Cash and cash equivalents comprises cash on hand, demand deposits and short-term, highly liquid time deposits (including ones that have maturity within 3 months) or investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
- (7) Financial Instruments
Financial assets and financial liabilities are recognized when the Company becomes a party to the contractual provisions of the instrument.
Financial assets and financial liabilities within the scope of IFRS 9 Financial Instruments are recognized initially at fair value plus or minus, in the case of investments not at fair value through profit or loss, directly attributable transaction costs.
- (1) Financial instruments: Recognition and Measurement
The Company accounts for regular way purchase or sales of financial assets on the trade date.
The Company classified financial assets as subsequently measured at amortized cost, fair value through other comprehensive income or fair value through profit or loss considering both factors below:
-
A. the Company’s business model for managing the financial assets
-
B. the contractual cash flow characteristics of the financial asset
287
SINBON ELECTRONICS CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
Financial assets measured at amortized cost
A financial asset is measured at amortized cost if both of the following conditions are met and presented as note receivables, trade receivables financial assets measured at amortized cost and other receivables etc., on balance sheet as at the reporting date:
-
A. the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows and
-
B. the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
Such financial assets are subsequently measured at amortized cost (the amount at which the financial asset is measured at initial recognition minus the principal repayments, plus or minus the cumulative amortization using the effective interest method of any difference between the initial amount and the maturity amount and adjusted for any loss allowance) and is not part of a hedging relationship. A gain or loss is recognized in profit or loss when the financial asset is derecognized, through the amortization process or in order to recognize the impairment gains or losses.
Interest revenue is calculated by using the effective interest method. This is calculated by applying the effective interest rate to the gross carrying amount of a financial asset except for:
-
A. purchased or originated credit-impaired financial assets. For those financial assets, the Company applies the credit-adjusted effective interest rate to the amortized cost of the financial asset from initial recognition
-
B. financial assets that are not purchased or originated credit-impaired financial assets but subsequently have become credit-impaired financial assets. For those financial assets, the Company applies the effective interest rate to the amortized cost of the financial asset in subsequent reporting periods
288
SINBON ELECTRONICS CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
Financial asset measured at fair value through other comprehensive income
A financial asset is measured at fair value through other comprehensive income if both of the following conditions are met:
-
A. the financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets and
-
B. the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding
Recognition of gain or loss on a financial asset measured at fair value through other comprehensive income are described as below:
-
(a) A gain or loss on a financial asset measured at fair value through other comprehensive income recognized in other comprehensive income, except for impairment gains or losses and foreign exchange gains and losses, until the financial asset is derecognized or reclassified.
-
(b) When the financial asset is derecognized the cumulative gain or loss previously recognized in other comprehensive income is reclassified from equity to profit or loss as a reclassification adjustment.
-
(c) Interest revenue is calculated by using the effective interest method. This is calculated by applying the effective interest rate to the gross carrying amount of a financial asset except for:
-
i. Purchased or originated credit-impaired financial assets. For those financial assets, the Company applies the credit-adjusted effective interest rate to the amortized cost of the financial asset from initial recognition.
-
ii. Financial assets that are not purchased or originated credit-impaired financial assets but subsequently have become credit-impaired financial assets. For those financial assets, the Company applies the effective interest rate to the amortized cost of the financial asset in subsequent reporting periods.
289
SINBON ELECTRONICS CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
In addition, for certain equity investments within the scope of IFRS 9 that is neither held for trading nor contingent consideration recognized by an acquirer in a business combination to which IFRS 3 applies, the Company made an irrevocable election to present the changes of the fair value in other comprehensive income at initial recognition. Amounts presented in other comprehensive income shall not be subsequently transferred to profit or loss (when disposal of such equity instrument, its cumulated amount included in other components of equity is transferred directly to the retained earnings) and these investments should be presented as financial assets measured at fair value through other comprehensive income on the balance sheet. Dividends on such investment are recognized in profit or loss unless the dividends clearly represents a recovery of part of the cost of investment.
Financial asset measured at fair value through profit or loss
Financial assets were classified as measured at amortized cost or measured at fair value through other comprehensive income based on aforementioned criteria. All other financial assets were measured at fair value through profit or loss and presented on the balance sheet as financial assets measured at fair value through profit or loss.
Such financial assets are measured at fair value, the gains or losses resulting from remeasurement is recognized in profit or loss which includes any dividend or interest received on such financial assets.
(2) Impairment of financial assets
The Company recognizes a loss allowance for expected credit losses on debt instrument investments measured at fair value through other comprehensive income and financial asset measured at amortized cost. The loss allowance on debt instrument investments measured at fair value through other comprehensive income is recognized in other comprehensive income and not reduce the carrying amount in the statement of financial position.
The Company measures expected credit losses of a financial instrument in a way that reflects:
-
(a) an unbiased and probability-weighted amount that is determined by evaluating a range of possible outcomes;
-
(b) the time value of money; and
290
SINBON ELECTRONICS CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
- (c) reasonable and supportable information that is available without undue cost or effort at the reporting date about past events, current conditions and forecasts of future economic conditions.
The loss allowance is measured as follows:
-
(a) At an amount equal to 12-month expected credit losses: the credit risk on a financial asset has not increased significantly since initial recognition or the financial asset is determined to have low credit risk at the reporting date. In addition, the Company measures the loss allowance at an amount equal to lifetime expected credit losses in the previous reporting period, but determines at the current reporting date that the credit risk on a financial asset has increased significantly since initial recognition is no longer met.
-
(b) At an amount equal to the lifetime expected credit losses: the credit risk on a financial asset has increased significantly since initial recognition or financial asset that is purchased or originated credit-impaired financial asset.
-
(c) For trade receivables or contract assets arising from transactions within the scope of IFRS 15, the Company measures the loss allowance at an amount equal to lifetime expected credit losses.
-
(d) For lease receivables arising from transactions within the scope of IFRS 16, the Company measures the loss allowance at an amount equal to lifetime expected credit losses.
At each reporting date, the Company needs to assess whether the credit risk on a financial asset has increased significantly since initial recognition by comparing the risk of a default occurring at the reporting date and the risk of default occurring at initial recognition. Please refer to Note 12 for further details on credit risk.
- (3) Derecognition of financial assets
A financial asset is derecognized when:
-
i. The rights to receive cash flows from the asset have expired
-
ii. The Company has transferred the asset and substantially all the risks and rewards of the asset have been transferred
-
iii. The Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.
291
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
SINBON ELECTRONICS CO., LTD.
On derecognition of a financial asset in its entirety, the difference between the carrying amount and the consideration received or receivable including any cumulative gain or loss that had been recognized in other comprehensive income, is recognized in profit or loss.
(4) Financial liabilities and equity
Classification between liabilities or equity
The Company classifies the instrument issued as a financial liability or an equity instrument in accordance with the substance of the contractual arrangement and the definitions of a financial liability, and an equity instrument.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. The transaction costs of an equity transaction are accounted for as a deduction from equity (net of any related income tax benefit) to the extent they are incremental costs directly attributable to the equity transaction that otherwise would have been avoided.
Compound instruments
The Company evaluates the terms of the convertible bonds issued to determine whether it contains both a liability and an equity component. Furthermore, the Company assesses if the economic characteristics and risks of the put and call options contained in the convertible bonds are closely related to the economic characteristics and risk of the host contract before separating the equity element.
For the liability component excluding the derivatives, its fair value is determined based on the rate of interest applied at that time by the market to instruments of comparable credit status. The liability component is classified as a financial liability measured at amortized cost before the instrument is converted or settled.
292
SINBON ELECTRONICS CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
For the embedded derivative that is not closely related to the host contract (for example, if the exercise price of the embedded call or put option is not approximately equal on each exercise date to the amortized cost of the host debt instrument), it is classified as a liability component and subsequently measured at fair value through profit or loss unless it qualifies for an equity component. The equity component is assigned the residual amount after deducting from the fair value of the instrument as a whole the amount separately determined for the liability component. Its carrying amount is not remeasured in the subsequent accounting periods. If the convertible bond issued does not have an equity component, it is accounted for as a hybrid instrument in accordance with the requirements under IFRS 9 Financial Instruments.
Transaction costs are apportioned between the liability and equity components of the convertible bond based on the allocation of proceeds to the liability and equity components when the instruments are initially recognized.
On conversion of a convertible bond before maturity, the carrying amount of the liability component being the amortized cost at the date of conversion is transferred to equity.
Financial liabilities
Financial liabilities within the scope of IFRS 9 Financial Instruments are classified as financial liabilities at fair value through profit or loss or financial liabilities measured at amortized cost upon initial recognition.
Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated as at fair value through profit or loss. A financial liability is classified as held for trading if:
-
i. it is acquired or incurred principally for the purpose of selling or repurchasing it in the near term
-
ii. on initial recognition it is part of a portfolio of identified financial instruments that are managed together and for which there is evidence of a recent actual pattern of short-term profit-taking
-
iii. it is a derivative (except for a derivative that is a financial guarantee contract or a designated and effective hedging instrument)
293
SINBON ELECTRONICS CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
If a contract contains one or more embedded derivatives, the entire hybrid (combined) contract may be designated as a financial liability at fair value through profit or loss; or a financial liability may be designated as at fair value through profit or loss when doing so results in more relevant information, because either:
-
i. it eliminates or significantly reduces a measurement or recognition inconsistency; or
-
ii. a group of financial assets, financial liabilities or both is managed and its performance is evaluated on a fair value basis, in accordance with a documented risk management or investment strategy, and information about the Company is provided internally on that basis to the key management personnel.
Gains or losses on the subsequent measurement of liabilities at fair value through profit or loss including interest paid are recognized in profit or loss.
Financial liabilities at amortized cost
Financial liabilities measured at amortized cost include interest bearing loans and borrowings that are subsequently measured using the effective interest rate method after initial recognition. Gains and losses are recognized in profit or loss when the liabilities are derecognized as well as through the effective interest rate method amortization process.
Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or transaction costs.
Derecognition of financial liabilities
A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires.
When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified (whether or not attributable to the financial difficulty of the debtor), such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.
294
SINBON ELECTRONICS CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
(5) Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount reported in the balance sheet if, and only if, there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, or to realize the assets and settle the liabilities simultaneously.
(8) Derivative financial instruments
The Company uses derivative financial instruments to hedge its foreign currency risks and interest rate risks. A derivative is classified in the balance sheet as assets or liabilities at fair value through profit or loss except for derivatives that are designated effective hedging instruments which are classified as derivative financial assets or liabilities for hedging.
Derivative financial instruments are initially recognized at fair value on the date on which a derivative contract is entered into and are subsequently remeasured at fair value. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative. Any gains or losses arising from changes in the fair value of derivatives are taken directly to profit or loss, except for the effective portion of cash flow hedges, which is recognized in equity.
When the host contracts are either non-financial assets or liabilities, derivatives embedded in host contracts are accounted for as separate derivatives and recorded at fair value if their economic characteristics and risks are not closely related to those of the host contracts and the host contracts are not designated at fair value though profit or loss.
(9) Fair value measurement
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:
-
(a) In the principal market for the asset or liability, or
-
(b) In the absence of a principal market, in the most advantageous market for the asset or liability
295
SINBON ELECTRONICS CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
The principal or the most advantageous market must be accessible to by the Company.
The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants in their economic best interest.
A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.
The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.
(10) Inventories
Inventories are valued at lower of cost and net realizable value item by item.
Costs incurred in bringing each inventory to its present location and condition are accounted for as follows:
Raw materials - Purchase cost under weighted average cost method Finished goods and work in progress – Cost of direct materials and labor and a
overheads
proportion of manufacturing based on normal operating capacity but excluding borrowing costs.
Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale.
Rendering of services is accounted in accordance with IFRS 15 and not within the scope of inventories.
296
SINBON ELECTRONICS CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
(11) Investments accounted for under the equity method
According to Article 21 of the Regulation, the Company’s investment in subsidiaries was presented as “Investments accounted for using equity method” and made necessary adjustments. The profit or loss during the period and other comprehensive income presented in the parent company only financial statements shall be the same as the allocations of profit or loss during the period and of other comprehensive income attributable to shareholders of the parent presented in the financial statements prepared on a consolidated basis, and the shareholders’ equity presented in the parent company only financial statements shall be the same as the equity attributable to shareholders of the parent presented in the financial statements prepared on a consolidated basis. The adjustment was considered the difference between investment in subsidiaries in consolidated financial statements according to IFRS 10 “Consolidated financial statements” and application of IFRS to different reporting entities, debit/credit “Investment accounted for using equity method”, “Share of profit or loss of subsidiaries, associates and joint ventures” or “Share of other comprehensive profit or loss of subsidiaries, associates and joint ventures” etc.
The Company’s investment in its associate is accounted for using the equity method other than those that meet the criteria to be classified as held for sale. An associate is an entity olver which the Company has significant influence. Joint venture means the Company has rights to the net assets of the joint agreement (with joint controller).
Under the equity method, the investment in the associate or an investment in a joint venture is carried in the balance sheet at cost and adjusted thereafter for the post-acquisition change in the Company’s share of net assets of the associate or joint venture. After the interest in the associate or joint venture is reduced to zero, additional losses are provided for, and a liability is recognized, only to the extent that the Company has incurred legal or constructive obligations or made payments on behalf of the associate or joint venture. Unrealized gains and losses resulting from transactions between the Company and the associate or joint venture are eliminated to the extent of the Company’s related interest in the associate or joint venture.
297
SINBON ELECTRONICS CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
When changes in the net assets of an associate or a joint venture occur and not those that are recognized in profit or loss or other comprehensive income and do not affects the Company’s percentage of ownership interests in the associate or joint venture, the Company recognizes such changes in equity based on its percentage of ownership interests. The resulting capital surplus recognized will be reclassified to profit or loss at the time of disposing the associate or joint venture on a pro-rata basis.
When the associate or joint venture issues new stock, and the Company’s interest in an associate or a joint venture is reduced or increased as the Company fails to acquire shares newly issued in the associate or joint venture proportionately to its original ownership interest, the increase or decrease in the interest in the associate or joint venture is recognized in additional paid-in capital and investment accounted for using the equity method. When the interest in the associate or joint venture is reduced, the cumulative amounts previously recognized in other comprehensive income are reclassified to profit or loss or other appropriate items. The aforementioned capital surplus recognized is reclassified to profit or loss on a pro rata basis when the Company disposes the associate or joint venture.
The financial statements of the associate or joint venture are prepared for the same reporting period as the Company. Where necessary, adjustments are made to bring the accounting policies in line with those of the Company.
The Company determines at each reporting date whether there is any objective evidence that the investment in the associate or an investment in a joint venture is impaired in accordance with IAS 28 Investments in Associates and Joint Ventures . If this is the case the Company calculates the amount of impairment as the difference between the recoverable amount of the associate or joint venture and its carrying value and recognizes the amount in the ‘share of profit or loss of an associate’ in the statement of comprehensive income in accordance with IAS 36 Impairment of Assets . In determining the value in use of the investment, the Company estimates:
- (a) Its share of the present value of the estimated future cash flows expected to be generated by the associate or joint venture, including the cash flows from the operations of the associate and the proceeds on the ultimate disposal of the investment; or
298
SINBON ELECTRONICS CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
- (b) The present value of the estimated future cash flows expected to arise from dividends to be received from the investment and from its ultimate disposal.
Because goodwill that forms part of the carrying amount of an investment in an associate or an investment in a joint venture is not separately recognized, it is not tested for impairment separately by applying the requirements for impairment testing goodwill in IAS 36 Impairment of Assets .
Upon loss of significant influence over the associate or joint venture, the Company measures and recognizes any retaining investment at its fair value. Any difference between the carrying amount of the associate or joint venture upon loss of significant influence and the fair value of the retaining investment and proceeds from disposal is recognized in profit or loss. Furthermore, if an investment in an associate becomes an investment in a joint venture or an investment in a joint venture becomes an investment in an associate, the entity continues to apply the equity method and does not remeasure the retained interest.
(12) Property, plant and equipment
Property, plant and equipment is stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. Such cost includes the cost of dismantling and removing the item and restoring the site on which it is located and borrowing costs for construction in progress if the recognition criteria are met. Each part of an item of property, plant and equipment with a cost that is significant in relation to the total cost of the item is depreciated separately. When significant parts of property, plant and equipment are required to be replaced in intervals, the Company recognized such parts as individual assets with specific useful lives and depreciation, respectively. The carrying amount of those parts that are replaced is derecognized in accordance with the derecognition provisions of IAS 16 Property, plant and equipment. When a major inspection is performed, its cost is recognized in the carrying amount of the plant and equipment as a replacement if the recognition criteria are satisfied. All other repair and maintenance costs are recognized in profit or loss as incurred.
299
SINBON ELECTRONICS CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
Depreciation is calculated on a straight-line basis over the estimated economic lives of the following assets:
| Items Buildings Machinery and equipment Transportation equipment Office equipment Other equipment Leasehold improvements |
Useful Lives |
|---|---|
5~50 years3 ~15 years5 ~10 years3 ~10 years2 ~15 yearsLower of leasehold years or useful lives |
An item of property, plant and equipment and any significant part initially recognized is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset is recognized in profit or loss.
The assets’ residual values, useful lives and methods of depreciation are reviewed at each financial year end and adjusted prospectively, if appropriate, and are treated as changes in accounting estimates.
(13) Leases
The Company assesses whether the contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset for a period of time, the Company assesses whether, throughout the period of use, has both of the following:
-
(a) the right to obtain substantially all of the economic benefits from use of the identified asset; and
-
(b) the right to direct the use of the identified asset.
For a contract that is, or contains, a lease, the Company accounts for each lease component within the contract as a lease separately from non-lease components of the contract. For a contract that contains a lease component and one or more additional lease or non-lease components, the Company allocates the consideration in the contract to each lease component on the basis of the relative stand-alone price of the lease component and the
300
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
SINBON ELECTRONICS CO., LTD.
aggregate stand-alone price of the non-lease components. The relative stand-alone price of lease and non-lease components shall be determined on the basis of the price the lessor, or a similar supplier, would charge the Company for that component, or a similar component, separately. If an observable stand-alone price is not readily available, the Company estimates the stand-alone price, maximizing the use of observable information.
Company as a lessee
Except for leases that meet and elect short-term leases or leases of low-value assets, the Company recognizes right-of-use asset and lease liability for all leases which the Company is the lessee of those lease contracts.
At the commencement date, the Company measures the lease liability at the present value of the lease payments that are not paid at that date. The lease payments are discounted using the interest rate implicit in the lease, if that rate can be readily determined. If that rate cannot be readily determined, the Company uses its incremental borrowing rate. At the commencement date, the lease payments included in the measurement of the lease liability comprise the following payments for the right to use the underlying asset during the lease term that are not paid at the commencement date:
-
(a) fixed payments (including in-substance fixed payments), less any lease incentives receivable;
-
(b) variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;
-
(c) amounts expected to be payable by the lessee under residual value guarantees;
-
(d) the exercise price of a purchase option if the Company is reasonably certain to exercise that option; and
-
(e) payments of penalties for terminating the lease, if the lease term reflects the lessee exercising an option to terminate the lease.
After the commencement date, the Company measures the lease liability on an amortized cost basis, which increases the carrying amount to reflect interest on the lease liability by using an effective interest method; and reduces the carrying amount to reflect the lease payments made.
301
SINBON ELECTRONICS CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
At the commencement date, the Company measures the right-of-use asset at cost. The cost of the right-of-use asset comprises:
-
(a) the amount of the initial measurement of the lease liability;
-
(b) any lease payments made at or before the commencement date, less any lease incentives received;
-
(c) any initial direct costs incurred by the lessee; and
-
(d) an estimate of costs to be incurred by the lessee in dismantling and removing the underlying asset, restoring the site on which it is located or restoring the underlying asset to the condition required by the terms and conditions of the lease.
For subsequent measurement of the right-of-use asset, the Company measures the right-of-use asset at cost less any accumulated depreciation and any accumulated impairment losses. That is, the Company measures the right-of-use applying a cost model.
If the lease transfers ownership of the underlying asset to the Company by the end of the lease term or if the cost of the right-of-use asset reflects that the Company will exercise a purchase option, the Company depreciates the right-of-use asset from the commencement date to the end of the useful life of the underlying asset. Otherwise, the Company depreciates the right-of-use asset from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term.
The Company applies IAS 36 “Impairment of Assets” to determine whether the right-of-use asset is impaired and to account for any impairment loss identified.
Except for those leases that the Company accounted for as short-term leases or leases of low-value assets, the Company presents right-of-use assets and lease liabilities in the balance sheet and separately presents lease-related interest expense and depreciation charge in the statements comprehensive income.
For short-term leases or leases of low-value assets, the Company elects to recognize the lease payments associated with those leases as an expense on either a straight-line basis over the lease term or another systematic basis.
302
SINBON ELECTRONICS CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
For the rent concession arising as a direct consequence of the Covid-19 pandemic, the Company elected not to assess whether it is a lease modification but accounted it as a variable lease payment.
Company as a lessor
At inception of a contract, the Company classifies each of its leases as either an operating lease or a finance lease. A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership of an underlying asset. A lease is classified as an operating lease if it does not transfer substantially all the risks and rewards incidental to ownership of an underlying asset. At the commencement date, the Company recognizes assets held under a finance lease in its balance sheet and present them as a receivable at an amount equal to the net investment in the lease.
For a contract that contains lease components and non-lease components, the Company allocates the consideration in the contract applying IFRS 15.
The Company recognizes lease payments from operating leases as rental income on either a straight-line basis or another systematic basis. Variable lease payments for operating leases that do not depend on an index or a rate are recognized as rental income when incurred.
(14) Intangible Assets
Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is its fair value as at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and accumulated impairment losses, if any. Internally generated intangible assets, excluding capitalized development costs, are not capitalized and expenditure is reflected in profit or loss for the year in which the expenditure is incurred.
The useful lives of intangible assets are assessed as either finite or indefinite.
Intangible assets with finite lives are amortized over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortization period and the amortization method for an intangible asset with a finite useful life is
303
SINBON ELECTRONICS CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
reviewed at least at the end of each financial year. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset is accounted for by changing the amortization period or method, as appropriate, and are treated as changes in accounting estimates.
Intangible assets with indefinite useful lives are not amortized, but are tested for impairment annually, either individually or at the cash-generating unit level. The assessment of indefinite life is reviewed annually to determine whether the indefinite life continues to be supportable. If not, the change in useful life from indefinite to finite is made on a prospective basis.
Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in profit or loss when the asset is derecognized.
A summary of the policies applied to the Company’s intangible assets is as follows:
| follows: | |
|---|---|
| Useful lives Amortization method used Internally generated or acquired |
Computer software |
| 1~15 years Amortized on a straight- line basis over the estimated useful life Acquired |
- (15) Impairment of non-financial assets
The Company assesses at the end of each reporting period whether there is any indication that an asset in the scope of IAS 36 Impairment of Assets may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Company estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s (“CGU”) fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.
304
SINBON ELECTRONICS CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
For assets excluding goodwill, an assessment is made at each reporting date as to whether there is any indication that previously recognized impairment losses may no longer exist or may have decreased. If such indication exists, the Company estimates the asset’s or cash-generating unit’s recoverable amount. A previously recognized impairment loss is reversed only if there has been an increase in the estimated service potential of an asset which in turn increases the recoverable amount. However, the reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognized for the asset in prior years.
A cash generating unit, or groups of cash-generating units, to which goodwill has been allocated is tested for impairment annually at the same time, irrespective of whether there is any indication of impairment. If an impairment loss is to be recognized, it is first allocated to reduce the carrying amount of any goodwill allocated to the cash generating unit (group of units), then to the other assets of the unit (group of units) pro rata on the basis of the carrying amount of each asset in the unit (group of units). Impairment losses relating to goodwill cannot be reversed in future periods for any reason.
An impairment loss of continuing operations or a reversal of such impairment loss is recognized in profit or loss.
(16) Provisions
Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, it is probably that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Where the Company expects some or all of a provision to be reimbursed, the reimbursement is recognized as a separate asset but only when the reimbursement is virtually certain. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects the risks specific to the liability. Where discounting is used, the
305
SINBON ELECTRONICS CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
increase in the provision due to the passage of time is recognized as a finance cost.
Provision for decommissioning, restoration and rehabilitation costs
The provision for decommissioning, restoration and rehabilitation costs arose on construction of a property, plant and equipment. Decommissioning costs are provided at the present value of expected costs to settle the obligation using estimated cash flows and are recognized as part of the cost of that particular asset. The cash flows are discounted at a current pre-tax rate that reflects the risks specific to the decommissioning liability. The unwinding of the discount is expensed as incurred and recognized as a finance cost. The estimated future costs of decommissioning are reviewed annually and adjusted as appropriate. Changes in the estimated future costs or in the discount rate applied are added to or deducted from the cost of the asset.
Provision for warranties
A provision is recognized for expected warranty claims on products sold, based on past experience, management’s judgement and other known factors.
(17) Revenue recognition
The Company’s revenue arising from contracts with customers are primarily related to sale of goods and rendering of services. The accounting policies are explained as follows:
Sale of goods
The Company manufactures and sells machinery. Sales are recognized when control of the goods is transferred to the customer and the goods are delivered to the customers. The main product of the Company are computer peripherals, connectors, wires and other parts and revenue is recognized based on the consideration stated in the contract.
306
SINBON ELECTRONICS CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
The credit period of the Company’s sale of goods is from 60 to 120 days. For most of the contracts, when the Company transfers the goods to customers and have a right to an amount of consideration that is unconditional, these contracts are recognized as trade receivables. The Company usually collects the payments shortly after transfer of goods to customers; therefore, there is no significant financing component to the contract. For some of the contracts, the Company has transferred the goods to customers but does not has a right to an amount of consideration that is unconditional, these contacts should be presented as contract assets. Besides, in accordance with IFRS 9, the Company measures the loss allowance for a contract asset at an amount equal to the lifetime expected credit losses.
Rendering of services
The Company provides maintenance services for the sale of construction for solar photovoltaic power generation system. Such services are separately priced or negotiated, and provided based on contract periods.
Most of the contractual considerations of the Company are collected evenly throughout the contract periods. When the Company has performed the services to customers but does not has a right to an amount of consideration that is unconditional, these contacts should be presented as contract assets. However, for some rendering of services contracts, part of the consideration was received from customers upon signing the contract, and the Company has the obligation to provide the services subsequently; accordingly, these amounts are recognized as contract liabilities.
The period between the transfers of contract liabilities to revenue is usually within one year, thus, no significant financing component has arisen.
Construction revenues
Contract revenue is recognized within the scope that is likely to generate revenue and can be measured reliably, including the original amount of the contract signed, plus any changes related to the contract, claims for compensation and incentive payments, etc. When the construction contract meet the following critiria, the entity recognizes revenue over time. The customer simultaneously receives and consumes all of the benefits provided by the entity as the entity performs; the entity’s performance creates or enhances an asset that the customer controls as the asset is created; or the entity’s performance does not create an asset with an alternative use to the
307
SINBON ELECTRONICS CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
entity and the entity has an enforceable right to payment for performance completed to date. Contract assets are recognized when the service has been transferred to the customer but the right to unconditionally receive the consideration has not yet been granted. However, there are some contracts, because part of the consideration is collected from the customer when the contract is signed, and the company assumes the obligation to provide labor services in the future, so it is recognized as a contract liability.
Depending on the nature of the contract, the degree of completion is calculated as the proportion of contract costs incurred to date on completion of work to the estimated total contract costs. When the outcome of a construction contract cannot be estimated reliably, contract revenue is recognized only to the extent of expected cost recovery and expected contract losses are recognized immediately in profit or loss.
(18) Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalized as part of the cost of the respective assets. All other borrowing costs are expensed in the period they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.
(19) Post-employment benefits
All regular employees of the Company are entitled to a pension plan that is managed by an independently administered pension fund committee. Fund assets are deposited under the committee’s name in the specific bank account and hence, not associated with the Company. Therefore fund assets are not included in the Company’s consolidated financial statements.
For the defined contribution plan, the Company will make a monthly contribution of no less than 6% of the monthly wages of the employees subject to the plan. The Company recognizes expenses for the defined contribution plan in the period in which the contribution becomes due.
Post-employment benefit plan that is classified as a defined benefit plan uses the Projected Unit Credit Method to measure its obligations and costs based on actuarial assumptions. Re-measurements, comprising of the effect of the actuarial gains and losses, the effect of the asset ceiling (excluding net interest) and the return on plan assets, excluding net interest, are recognized as other comprehensive income with a corresponding debit or credit to
308
SINBON ELECTRONICS CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
retained earnings in the period in which they occur. Past service costs are recognized in profit or loss on the earlier of:
-
(a) the date of the plan amendment or curtailment, and
-
(b) the date that the Company recognizes restructuring-related costs
Net interest is calculated by applying the discount rate to the net defined benefit liability or asset, both as determined at the start of the annual reporting period, taking account of any changes in the net defined benefit liability (asset) during the period as a result of contribution and benefit payment.
(20) Income taxes
Income tax expense (income) is the aggregate amount included in the determination of profit or loss for the period in respect of current tax and deferred tax.
Current income tax
Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities, using the tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period. Current income tax relating to items recognized in other comprehensive income or directly in equity is recognized in other comprehensive income or equity and not in profit or loss.
The income tax for undistributed earnings is recognized as income tax expense in the subsequent year when the distribution proposal is approved by the Shareholders’ meeting.
Deferred tax
Deferred tax is provided on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.
Deferred tax liabilities are recognized for all taxable temporary differences, except:
i.Where the deferred tax liability arises from the initial recognition of
309
SINBON ELECTRONICS CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss
- ii. In respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint arrangements, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.
Deferred tax assets are recognized for all deductible temporary differences, carry forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilized, except:
-
i.Where the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss.
-
ii. In respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint arrangements, deferred tax assets are recognized only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilized.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realized or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted at the reporting date. The measurement of deferred tax assets and deferred tax liabilities reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities. Deferred tax relating to items recognized outside profit or loss is recognized outside profit or loss. Deferred tax items are recognized in
310
SINBON ELECTRONICS CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
correlation to the underlying transaction either in other comprehensive income or directly in equity. Deferred tax assets are reassessed at each reporting date and are recognized accordingly.
Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current income tax assets against current income tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.
5. Significant accounting judgments, estimates and assumptions
The preparation of the parent company only financial statements require management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities, at the end of the reporting period. However, uncertainty about these assumption and estimate could result in outcomes that require a material adjustment to the carrying amount of the asset or liability affected in future periods.
Estimates and assumptions
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below:
(1)Fair value of financial instruments
Where the fair value of financial assets and financial liabilities recorded in the balance sheet cannot be derived from active markets, they are determined using valuation techniques including the income approach (for example the discounted cash flow model) or market approach. Changes in assumptions about these factors could affect the reported fair value of the financial instruments. Please refer to Note 12 for more details.
311
SINBON ELECTRONICS CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
(2)Pension benefits
The cost of post-employment benefit and the present value of the pension obligation under defined benefit pension plans are determined using actuarial valuations. An actuarial valuation involves making various assumptions. These include the determination of the discount rate, future salary increases, mortality rates and future pension increases. Please refer to Note 6 for more details.
(3)Income tax
Uncertainties exist with respect to the interpretation of complex tax regulations and the amount and timing of future taxable income. Given the wide range of international business relationships and the long-term nature and complexity of existing contractual agreements, differences arising between the actual results and the assumptions made, or future changes to such assumptions, could necessitate future adjustments to tax income and expense already recorded. The Company establishes provisions, based on reasonable estimates, for possible consequences of audits by the tax authorities of the respective counties in which it operates. The amount of such provisions is based on various factors, such as experience of previous tax audits and differing interpretations of tax regulations by the taxable entity and the responsible tax authority. Such differences of interpretation may arise on a wide variety of issues depending on the conditions prevailing in the respective Group company's domicile.
Deferred tax assets are recognized for all carry forward of unused tax losses and unused tax credits and deductible temporary differences to the extent that it is probable that taxable profit will be available or there are sufficient taxable temporary differences against which the unused tax losses, unused tax credits or deductible temporary differences can be utilized. The amount of deferred tax assets determined to be recognized is based upon the likely timing and the level of future taxable profits and taxable temporary differences together with future tax planning strategies.
312
SINBON ELECTRONICS CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
(4)Accounts receivables–estimation of impairment loss
The Company estimates the impairment loss of accounts receivables at an amount equal to lifetime expected credit losses. The credit loss is the present value of the difference between the contractual cash flows that are due under the contract (carrying amount) and the cash flows that expects to receive (evaluate forward looking information). However, as the impact from the discounting of short-term receivables is not material, the credit loss is measured by the undiscounted cash flows. Where the actual future cash flows are lower than expected, a material impairment loss may arise. Please refer to Note 6 for more details.
(5)Inventories
Estimates of net realisable value of inventories take into consideration that inventories may be damaged, become wholly or partially obsolete, or their selling prices have declined. The estimates are based on the most reliable evidence available at the time the estimates are made. Please refer to Note 6 for more details.
6. Contents of significant accounts
(1)Cash and cash equivalents
| ash and cash equivalents | ||
|---|---|---|
| Cash on hand and petty cash Demand deposits Total |
As of 31 December | |
| 2022 | 2021 | |
| $87 2,075,440 |
$24 1,451,566 |
|
| $2,075,527 | $1,451,590 |
313
SINBON ELECTRONICS CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
(2) Financial assets at fair value through profit or loss
| Financial assets mandatorily at fair value through profit or loss: Stocks Corporate bonds Cross currency swaps Embedded derivatives-Corporate bonds Total Current Non – current Total |
As of 31 December | As of 31 December |
|---|---|---|
| 2022 | 2021 | |
| $180,841 72,330 43,578 178 |
$190,190 57,168 - 2,333 |
|
| $296,927 | $249,691 | |
| $296,927 - |
$247,358 2,333 |
|
| $296,927 | $249,691 |
Financial assets at fair value through profit or loss were not pledged.
(3)Accounts receivables and accounts receivable - related parties
| Accounts receivables Less: loss allowance subtotal Accounts receivable – related parties Total |
As of 31 December | As of 31 December |
|---|---|---|
| 2022 | 2021 | |
| $1,312,758 (1,166) |
$1,048,019 (1,166) |
|
| 1,311,592 493,400 |
1,046,853 472,476 |
|
| $1,804,992 | $1,519,329 |
Accounts receivables were not pledged.
Accounts receivables are generally on 60-120 day terms. The total carrying amount for the years ended 31 December 2022 and 2021 were NT$1,806,158 thousand and NT$1,520,495 thousand, respectively. Please refer to Note 6(15) for more details on loss allowance and Note 12 for details on credit risk management.
314
SINBON ELECTRONICS CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
(4) Inventories
| Raw materials Work in progress Finished goods Merchandise Total |
As of 31 December 2022 2021 $905,970 $779,079 147,861 187,342 1,821,931 1,145,930 266,607 262,943 $3,142,369 $2,375,294 |
|---|---|
| 2022 $905,970 147,861 1,821,931 266,607 $3,142,369 |
The inventory cost recognized as operating costs for the years ended 31 December 2022 and 2021 were NT$5,629,876 thousand and NT$5,242,802 thousand, respectively. The price reduction (gain from price recovery) of inventories related to cost of goods sold were NT$16,328 thousand and NT$(18,376) thousand.
Gain from price recovery of inventories was due to the sale of obsolete products and the net realized value recovery for the year ended 31 December 2021.
Inventories were not pledged.
(5)Financial assets at fair value through other comprehensive income
| Equity instrument investments measured at fair value through other comprehensive income – Non-current Unlisted companies' stocks |
As of 31 December | As of 31 December |
|---|---|---|
| 2022 | 2021 | |
| $313,758 | $321,734 |
On 15 June 2022, the Company invested NT$50,000 thousand in Top Taiwan XIV Venture Capital Co., Ltd. which were reported under equity instrument investments measured at fair value through other comprehensive income during the period.
On 20 June 2022, the paid-in capital returned from capital reduction of Top Taiwan Venture Capital Co., Ltd. and Top Taiwan VII Venture Capital Co., Ltd. amounted to NT$11,250 thousand and NT$4,439 thousand, respectively.
315
SINBON ELECTRONICS CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
On 26 January 2021, the Company disposed of the unlisted stocks in Japan SINBON Electronics Co., Ltd., which were reported under equity instrument investments measured at fair value through other comprehensive income during the period. Upon derecognition, the fair value of the investments was NT$1,510 thousand, and the cumulative disposal loss of NT$556 thousand was transferred from other components of equity to retained earnings.
On 23 April 2021, the Company invested NT$75,000 thousand in SINTOP Energy I Corp. which were reported under equity instrument investments measured at fair value through other comprehensive income during the period.
On the second quarter of 2021, the Company disposed NT$7,530 thousand in Gongwin Biopharm Holdings Co., Ltd., which were reported under equity instrument investments measured at fair value through other comprehensive income during the period. Upon derecognition, the fair value of the investments was NT$20,832 thousand, and the cumulative disposal gain of NT$13,302 thousand was transferred from other components of equity to retained earnings
On 29 April 2020, Top Taiwan III Venture Capital Co., Ltd., was liquidated. On 27 September 2021, the paid-in capital returned from the liquidation in the amount of NT$777 thousand was received and the unrealized disposal loss of NT$4,914 thousand was transferred from other components of equity to retained earnings.
On 29 April 2020, Top Taiwan II Venture Capital Co., Ltd., was liquidated. On 22 October 2021, the paid-in capital returned from the liquidation in the amount of NT$471 thousand was received and the unrealized disposal loss of NT$5,979 thousand was transferred from other components of equity to retained earnings.
The paid-in capital returned from capital reduction of Top Taiwan VII Venture Capital Co., Ltd. amounted to NT$2,449 thousand on 9 July 2021.
Financial assets at fair value through other comprehensive income were not pledged.
316
SINBON ELECTRONICS CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
The Company’s dividend income related to equity instrument investments measured at fair value through other comprehensive income for the years ended 31 December 2022 and 2021 are as follow:
| Related to investments held at the end of the reporting period Related to investments derecognized during the period Dividends recognized during the period |
For theyears ended 31 December | For theyears ended 31 December |
|---|---|---|
| 2022 | 2021 | |
| $35,688 - |
$13,144 - |
|
| $35,688 | $13,144 | |
(6) Investments accounted for using the equity method
The following table lists the investments accounted for using the equity method of the Company:
| Investees Investments in subsidiaries: SINBON International Enterprise Co., Ltd. (SB(BVI)) Beijing SINBON TongAn Energy Co.,Ltd.(SB TongAn) Hong Kong SINBON Electronics Co., Ltd. (HKSB) Kwan-Ze Corporation Ltd. (Kwan-Ze) T-CONN Precision Co., Ltd. (T-CONN) SINBON USA L.L.C. (SINBON USA) SINBON Europe GmbH (SB Europe) Radbon Avionics Inc. (Radbon) SINBON Hungary Kft. (SB Hungary) SINTOP Energy Management Co., Ltd. ( SINTOP) Subtotal Investments in associates: Argocy Research Inc. Total |
As of 31 December | As of 31 December | As of 31 December |
|---|---|---|---|
| 2022 Amount % $5,864,583 100.00% 2,162,814 85.53% 1,408,743 100.00% 699,071 100.00% 437,831 57.45% 100,002 100.00% 4,753 100.00% 165,268 55.00% 106,822 100.00% 9,242 53.57% 10,959,129 145,064 3.56% $11,104,193 |
2021 | ||
| Amount $5,864,583 2,162,814 1,408,743 699,071 437,831 100,002 4,753 165,268 106,822 9,242 10,959,129 145,064 $11,104,193 |
Amount $4,736,920 1,946,117 1,155,609 736,103 436,436 39,142 3,203 107,007 142,129 8,199 9,310,865 143,605 $9,454,470 |
% | |
| 100.00% 85.53% 100.00% 100.00% 57.45% 100.00% 100.00% 55.00% 100.00% 53.57% 3.52% |
317
SINBON ELECTRONICS CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
On 25 April and 1 July 2022, in order to expand productivity and market development in USA, the Company invested additional NT$8,803 thousand and NT$89,385 thousand in SINBON USA L.L.C..
On 20 September 2022, in order to increase working capital of SINBON Hungary Kft., the Company invested additional NT$31,475 thousand in SINBON Hungary Kft..
On the third quarter of 2022, Argocy Research Inc. has bought back 1,000 thousand treasury shares. Consequently, the Company’s ownership interest in Argocy Research Inc. was increased from 3.52% to 3.56%.
On 26 January 2021, T-CONN raised capital; however, the Company did not acquire shares according to the shareholding percentage. Therefore, its ownership dropped from 61.18% to 58.86% and recognized capital surplus in the amount of NT$10,174 thousand.
On 15 April 2021, the Company newly invested NT$6,804 thousand to establish SINTOP Energy Management Co., Ltd..
On 31 May 2021, the Company disposed of 1.41% interest in T-CONN. The cash consideration amounted to NT$41,949 thousand and the Company recognized capital surplus in the amount of NT$33,203 thousand. Therefore, its ownership interest in T-CONN was decreased from 58.86% to 57.45%
On 26 July 2021, the Company invested additional NT$29,730 thousand in SINBON Hungary Kft.
On 27 September 2021, the return of paid-in capital following liquidation was NT$5,886 thousand and the Company has recognized gain on disposal of investment in the amount of NT$315 thousand.
On 23 November 2021, the Company invested additional NT$14,460 thousand in SINBON USA L.L.C..
318
SINBON ELECTRONICS CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
(1)For the years ended 31 December 2022 and 2021, the Company recognized
share of profit or loss of subsidiaries and associates and exchange differences on translation of foreign operations accounted for using equity method, and the details are as follows:
| Investees Investments in subsidiaries: SINBON International Enterprise Co., Ltd. (SB(BVI)) Beijing SINBON TongAn Renewable Energy Co., Ltd.(SB TongAn) Hong Kong SINBON Electronics Co., Ltd. (HKSB) Kwan-Ze Corporation Ltd. (Kwan-Ze) SINBON USA L.L.C. (SINBON USA) Radbon Avionics Inc. (Radbon) T-CONN Precision Co., Ltd. (T-CONN) SINBON Europe GmbH (SB Europe) SINBON Hungary Kft. (SB Hungary) SINTOP Energy Management Co., Ltd. ( SINTOP) Subtotal Investments in associates: Argocy Research Inc. Total |
For theyears ended 31 December 2022 2021 Investment income (loss) Exchange differences on translation of Foreign operations Investment income (loss) Exchange differences on translation of Foreign operations $1,085,556 $83,101 $769,109 $(23,145) 263,550 32,721 152,972 (9,900) 960,019 125,437 867,722 (39,415) 121,494 1,188 131,869 (105) (40,724) 6,161 (21,595) (1,204) 58,261 - 51,160 - 74,102 2,896 134,480 (700) 1,351 199 2,085 (261) (66,085) (697) (48,028) (2,320) 2,298 - 1,395 - 2,459,822 251,006 2,041,169 (77,050) 21,598 191 22,557 (76) $2,481,420 $251,197 $2,063,726 $(77,126) |
For theyears ended 31 December 2022 2021 Investment income (loss) Exchange differences on translation of Foreign operations Investment income (loss) Exchange differences on translation of Foreign operations $1,085,556 $83,101 $769,109 $(23,145) 263,550 32,721 152,972 (9,900) 960,019 125,437 867,722 (39,415) 121,494 1,188 131,869 (105) (40,724) 6,161 (21,595) (1,204) 58,261 - 51,160 - 74,102 2,896 134,480 (700) 1,351 199 2,085 (261) (66,085) (697) (48,028) (2,320) 2,298 - 1,395 - 2,459,822 251,006 2,041,169 (77,050) 21,598 191 22,557 (76) $2,481,420 $251,197 $2,063,726 $(77,126) |
|---|---|---|
| 2022 Investment income (loss) Exchange differences on translation of Foreign operations $1,085,556 $83,101 263,550 32,721 960,019 125,437 121,494 1,188 (40,724) 6,161 58,261 - 74,102 2,896 1,351 199 (66,085) (697) 2,298 - 2,459,822 251,006 21,598 191 $2,481,420 $251,197 |
||
| Investment income (loss) $1,085,556 263,550 960,019 121,494 (40,724) 58,261 74,102 1,351 (66,085) 2,298 2,459,822 21,598 $2,481,420 |
Investment income (loss) $769,109 152,972 867,722 131,869 (21,595) 51,160 134,480 2,085 (48,028) 1,395 2,041,169 22,557 $2,063,726 |
(2)Investments in subsidiaries
Investing subsidiaries was expressed as “Investments accounted for under the
equity method” in the parent company only financial statements, and was made the adjustment which was necessary.
319
SINBON ELECTRONICS CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
(3)Investments in associates
The Company’s investments in Argocy Research Inc. are not individually material. The aggregate financial information of the Company’s share of its associates is as follows:
| associates is as follows: | ||
|---|---|---|
| Profit from continuing operations Other comprehensive income (post-tax) Total comprehensive income |
For the years ended 31 December |
|
| 2022 $21,598 (2,640) $18,958 |
2021 | |
| $22,557 9,812 |
||
| $32,369 |
The associates had no contingent liabilities or capital commitments as of 31 December 2022 and 2021.
Fair value of the investment in the associate when there is a quoted market price for the investment:
Argocy Research Inc. is a listed entity on the Taipei Exchange (TPEx). The fair value of the investment in Argocy Research Inc. was NT$253,968 thousand and NT$428,571 thousand as of 31 December 2022 and 2021.
T-CONN Precision Co., Ltd. is a listed entity on the Taipei Exchange (TPEx). The fair value of the investment in T-CONN Precision Co., Ltd. was NT$1,230,867 thousand and NT$2,165,276 thousand as of 31 December 2022 and 2021.
Our audit, insofar as it related to the investments accounted for under the equity method amounting to NT$2,711,169 thousand and NT$2,399,257 thousand as of 31 December 2022 and 2021; the related shares of investment income from the associates and joint ventures amounted to NT$1,122,405 thousand and NT$1,114,335 thousand for the years ended 31 December 2022 and 2021, respectively; and the related shares of other comprehensive income from the associates and joint ventures amounted to NT$(22,062) thousand and NT$59,102 thousand for the years ended 31 December 2022 and 2021, respectively; are based solely on the reports of other independent accountants.
320
SINBON ELECTRONICS CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
(7)Property, plant and equipment
| Cost: | Land $194,189 9,056 - - $203,245 $150,430 43,759 - - $194,189 $ - - - |
Buildings $424,783 14,082 (112) 94,583 $533,336 $424,135 648 - - $424,783 $157,069 21,983 (112) |
Machinery and equipment $201,927 29,338 (733) 6,953 $237,485 $168,159 33,980 (1,437) 1,225 $201,927 $127,846 33,395 (733) |
Office equipment $63,057 10,943 (4,195) (3,250) $66,555 $47,470 13,536 (92) 2,143 $63,057 $36,481 11,348 (4,195) |
Transportati on equipment $2,244 - - - $2,244 $2,244 - - - $2,244 $1,695 219 - |
Other equipment $50,230 3,866 (15,831) 15,831 $54,096 $158,613 7,291 (129,258) 13,584 $50,230 $15,979 6,741 (461) |
Leasehold improvements |
Total $1,054,236 67,480 (21,249) 114,117 $1,214,584 $970,375 115,800 (132,254) 100,315 $1,054,236 $349,438 84,948 (5,879) |
|
|---|---|---|---|---|---|---|---|---|---|
| $117,806 195 (378) - |
|||||||||
| As of 1 January 2022 Additions Disposals Other changes As of 31 December 2022 As of 1 January 2021 Additions Disposals Other changes As of 31 December 2021 Depreciation and impairment: |
|||||||||
| $117,623 | |||||||||
| $19,324 16,586 (1,467) 83,363 |
|||||||||
| $117,806 | |||||||||
| $10,368 11,262 (378) |
|||||||||
| As of 1 January 2022 Depreciation Disposals As of 31 December 2022 As of 1 January 2021 Depreciation Disposals As of 31 December 2021 Net carrying amount as at: |
|||||||||
| $ - | $178,940 | $160,508 | $43,634 | $1,914 | $22,259 | $21,252 | $428,507 | ||
| $ - - - |
$139,578 17,491 - |
$106,736 22,547 (1,437) |
$29,476 7,097 (92) |
$1,475 220 - |
$12,099 7,416 (3,536) |
$7,993 3,842 (1,467) |
$297,357 58,613 (6,532) |
||
| $ - | $157,069 | $127,846 | $36,481 | $1,695 | $15,979 | $10,368 | $349,438 | ||
| $203,245 $194,189 |
$354,396 $267,714 |
$76,977 $74,081 |
$22,921 $26,576 |
$330 $549 |
$31,837 $34,251 |
$96,371 $107,438 |
$786,077 $704,798 |
||
| 31 December 2022 31 December 2021 |
|||||||||
Property, plant and equipment was not pledged.
321
SINBON ELECTRONICS CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
There is no capitalization of interest due to purchase of property, plant and equipment
Components of building that have different useful lives are the main building structure and air conditioning, which are depreciated over 50 years and 25 years, respectively.
(8)Other non-current assets
Prepayment for equipment Long-term prepaid rent Refundable deposits Other long-term investment Other assets Total |
As of 31 December | As of 31 December |
|---|---|---|
| 2022 $72,616 18,696 14,030 600 154 $106,096 |
2021 | |
| $167,649 16,830 13,095 600 154 |
||
| $198,328 |
No other non-current assets were pledged.
(9)Short-term loans
| Unsecured bank loans Interest rates applied |
As of 31 December | As of 31 December |
|---|---|---|
| 2022 2021 $1,516,620 $1,952,450 As of 31 December |
2021 | |
| $1,952,450 | ||
| 2022 0.54%~1.65% |
2021 0.53%~0.58% |
The Company’s unused short-term lines of credits amounted to NT$4,380,020 thousand and NT$3,174,300 thousand as of 31 December 2022 and 2021, respectively.
322
SINBON ELECTRONICS CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
(10) Financial liabilities at fair value through profit or loss
| Held for trading: Derivatives not designated as hedging Instruments Embedded derivative-bonds Cross currency swaps Total Current Non-current Total |
As of31 December | As of31 December |
|---|---|---|
| 2022 $5,100 - $5,100 $ - 5,100 $5,100 |
2021 | |
| $ - 241 |
||
| $241 | ||
| $241 - |
||
| $241 |
(11) Bonds payable
| Liability component Principal amount Discounts on bonds payable Subtotal Less: current portion Net Embedded derivative Equity component |
As of 31 December | As of 31 December |
|---|---|---|
| 2022 | 2021 | |
| $1,178,100 (56,171) |
$1,014,400 (20,049) |
|
| 1,121,929 (176,281) |
994,351 - |
|
| $945,648 | $994,351 |
|
| $4,922 | $(2,333) |
|
| $110,602 | $112,157 |
A. Issuance of convertible bonds:
On 12 December 2022, the Company issued the eighth zero coupon unsecured convertible bonds. The terms of the convertible bonds were evaluated to include a liability component, embedded derivatives (a call option and a put option) and an equity component (an option for conversion into issuer’s ordinary shares). The terms of the bonds are as follows:
323
SINBON ELECTRONICS CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
Issue amount: NT$1,000,000 thousand
Period: 12 December 2022 ~ 12 December 2025
Redemption clauses:
-
a. The Company may redeem the bonds, in whole or in part, after 3 months of the issuance (13 March 2023) and prior to 40 days before the maturity date (2 November 2025), at the principal amount of the bonds with an interest calculated at the rate of 0% per annum (early redemption conversion price) if the closing price of the Company’s ordinary shares on the Taiwan Stock Exchange (TWSE) for a period of 30 consecutive trading days, is at least 130% of the conversion price.
-
b. The Company may redeem the bonds, in whole or in part, after 3 months of the issuance (13 March 2023)and prior to 40 days before the maturity date (2 November 2025), at the early redemption conversion price if at least 90% in principal amount of the bonds has already been exchanged, redeemed, purchased or cancelled.
-
c. The Company may redeem the bonds in cash, within 5 trading days after the base date of withdrawing the bonds as stated on the “Withdrawal of Convertible Bonds Notice”, at the par value if the bondholders do not reply to the share affair agency in writing before the base date.
Reversal clauses:
- a. The bondholders have the right to require the Company to redeem all or any portion of the bonds, 40 days prior to 2 year anniversary (12 December 2024) of the issuance, at the principal amount of the bonds with an interest calculated at the rate of 0.5% per annum.
324
SINBON ELECTRONICS CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
Terms of Exchange:
-
a. Underlying Securities: Common shares of the Company
-
b. Exchange Period: The bonds are exchangeable at any time on or after 13 March 2023 and prior to 12 December 2025 into common shares of the Company.
-
c. Exchange Price and Adjustment: The exchange price was originally NT$286.5 per share. The exchange price will be subject to adjustments upon the occurrence of certain events set out in the indenture.
In accordance with IFRS 9, said financial instrument is classified as an embedded derivative so the exercise price of the embedded put option is allocated to the liability component and equity component. The equity component is assigned the residual amount after deducting from the fair value of the instrument as a whole the amount separately determined for the liability component. The difference between the equity component and the book value was recognized in profit or loss. The difference between the liability component and the book value was recognized in “Share premium-warrants”.
The financial assets of convertible bonds are measured at amortized cost, fair value through profit or loss amounted to NT$5,100 thousand as at 31 December 2022.
B. Issuance of convertible bonds:
On 15 December 2020, the Company issued the seventh zero coupon unsecured convertible bonds. The terms of the convertible bonds were evaluated to include a liability component, embedded derivatives (a call option and a put option) and an equity component (an option for conversion into issuer’s ordinary shares). The terms of the bonds are as follows:
Issue amount: NT$1,300,000 thousand
Period: 15 December 2020 ~ 15 December 2023
325
SINBON ELECTRONICS CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
Redemption clauses:
-
a. The Company may redeem the bonds, in whole or in part, after 3 months of the issuance (16 March 2021) and prior to 40 days before the maturity date (5 November 2023), at the principal amount of the bonds with an interest calculated at the rate of 0% per annum (early redemption conversion price) if the closing price of the Company’s ordinary shares on the Taiwan Stock Exchange (TWSE) for a period of 30 consecutive trading days, is at least 130% of the conversion price.
-
b. The Company may redeem the bonds, in whole or in part, after 3 months of the issuance (16 March 2021)and prior to 40 days before the maturity date (5 November 2023), at the early redemption conversion price if at least 90% in principal amount of the bonds has already been exchanged, redeemed, purchased or cancelled.
-
c. The Company may redeem the bonds in cash, within 5 trading days after the base date of withdrawing the bonds as stated on the “Withdrawal of Convertible Bonds Notice”, at the par value if the bondholders do not reply to the share affair agency in writing before the base date.
Reversal clauses:
- a. The bondholders have the right to require the Company to redeem all or any portion of the bonds, 40 days prior to 2 year anniversary (15 December 2022) of the issuance, at the principal amount of the bonds with an interest calculated at the rate of 0.5% per annum.
Terms of Exchange:
-
a. Underlying Securities: Common shares of the Company
-
b. Exchange Period: The bonds are exchangeable at any time on or after 16 March 2021 and prior to 15 December 2023 into common shares of the Company.
326
SINBON ELECTRONICS CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
- c. Exchange Price and Adjustment: The exchange price was originally NT$203 per share. The exchange price will be subject to adjustments upon the occurrence of certain events set out in the indenture. The exchange price as of 31 December 2022 and 31 December 2021 was NT$192.7 and NT$197.7, respectively.
In accordance with IFRS 9, said financial instrument is classified as an embedded derivative so the exercise price of the embedded put option is allocated to the liability component and equity component. The equity component is assigned the residual amount after deducting from the fair value of the instrument as a whole the amount separately determined for the liability component. The difference between the equity component and the book value was recognized in profit or loss. The difference between the liability component and the book value was recognized in “Share premium-warrants”.
The financial assets of convertible bonds are measured at amortized cost, fair value through profit or loss amounted to NT$178 thousand and NT$2,333 thousand as of 31 December 2022 and 31 December 2021, respectively.
The convertible bonds that have already been converted were NT$1,121,900 thousand and NT$285,600 thousand as at 31 December 2022 and 31 December 2021 respectively.
(12) Post-employment benefits
Defined contribution plan
The Company adopt a defined contribution plan in accordance with the Labor Pension Act of the R.O.C. Under the Labor Pension Act, the Company will make monthly contributions of no less than 6% of the employees’ monthly wages to the employees’ individual pension accounts. The Company have made monthly contributions of 6% of each individual employee’s salaries or wages to employees’ pension accounts.
Pension expenses under the defined contribution plan for the years ended 31 December 2022 and 2021 were NT$37,935 thousand and NT$33,683 thousand, respectively.
327
SINBON ELECTRONICS CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
Defined benefits plan
The Company adopt a defined benefit plan in accordance with the Labor Standards Act of the R.O.C. The pension benefits are disbursed based on the units of service years and the average salaries in the last month of the service year. Two units per year are awarded for the first 15 years of services while one unit per year is awarded after the completion of the 15th year. The total units shall not exceed 45 units. Under the Labor Standards Act, the Company contribute an amount equivalent to 2% of the employees’ total salaries and wages on a monthly basis to the pension fund deposited at the Bank of Taiwan in the name of the administered pension fund committee. Before the end of each year, the Company assess the balance in the designated labor pension fund. If the amount is inadequate to pay pensions calculated for workers retiring in the same year, the Company will make up the difference in one appropriation before the end of March the following year.
The Ministry of Labor is in charge of establishing and implementing the fund utilization plan in accordance with the Regulations for Revenues, Expenditures, Safeguard and Utilization of the Labor Retirement Fund. The pension fund is invested in-house or under discretionary accounts, based on a passive-aggressive investment strategy for long-term profitability. The Ministry of Labor establishes checks and risk management mechanism based on the assessment of risk factors including market risk, credit risk and liquidity risk, in order to maintain adequate manager flexibility to achieve targeted return without over-exposure of risk. With regard to utilization of the pension fund, the minimum earnings in the annual distributions on the final financial statement shall not be less than the earnings attainable from the amounts accrued from two-year time deposits with the interest rates offered by local banks. Treasury Funds can be used to cover the deficits after the approval of the competent authority. As the Company does not participate in the operation and management of the pension fund, no disclosure on the fair value of the plan assets categorized in different classes could be made in accordance with paragraph 142 of IAS 19. The Company expects to contribute NT$9,600 thousand to its defined benefit plan during the 12 months beginning after 31 December 2022.
The weighted average duration of the defined benefits obligation was 10.5 years as of 31 December 2022.
328
SINBON ELECTRONICS CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
Pension costs recognized in profit or loss are as follows:
| Current service costs Net interest on the net defined benefit liabilities Total |
For the years ended 31 December |
For the years ended 31 December |
|---|---|---|
| 2022 | 2021 | |
| $687 408 |
$797 601 |
|
| $1,095 | $1,398 |
Reconciliations of liabilities of the defined benefit obligation and plan assets at fair value are as follows:
| Defined benefit obligation Plan assets at fair value Net defined benefit liabilities Less: current portion Net defined benefit liabilities, noncurrent |
31 Dec. 2022 $134,168 (80,576) 53,592 (91) $53,501 |
As of | |
|---|---|---|---|
| 31 Dec. 2021 |
1 Jan.2021 | ||
| $140,221 (72,660) |
$138,096 (65,131) |
||
| 67,561 - |
72,965 - |
||
| $67,561 | $72,965 |
Reconciliation of liabilities (assets) of the defined benefit plan are as follows:
| As of 1 January 2021 Current period service costs Interest expense (income) Subtotal Remeasurements of the defined benefit liabilities /assets: Actuarial gains and losses arising from changes in financial assumptions Experience adjustments Remeasurements of the defined benefit assets Subtotal |
As of | ||
|---|---|---|---|
| Defined benefit obligation |
Plan assets at fair value |
Net defined benefit liabilities |
|
| $138,096 797 1,174 |
$(65,131) - (573) |
$72,965 797 601 |
|
| 140,067 2,372 (1,584) - |
(65,704) - - (610) |
74,363 2,372 (1,584) (610) |
|
| 788 | (610) | 178 |
329
SINBON ELECTRONICS CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
| Payments of benefit obligation Contributions by employer As of 31 December 2021 Current period service costs Interest expense (income) Subtotal Remeasurements of the defined benefit liabilities /assets: Actuarial gains and losses arising from changes in financial assumptions Experience adjustments Remeasurements of the defined benefit assets Subtotal Payments of benefit obligation Contributions by employer As of 31 December 2022 |
As of | ||
|---|---|---|---|
| Defined benefit obligation |
Plan assets at fair value |
Net defined benefit liabilities |
|
| (634) - |
634 (6,980) |
- (6,980) |
|
| 140,221 687 911 |
(72,660) - (503) |
67,561 687 408 |
|
141,819(6,073)5,416 - |
(73,163) - - (5,207) |
68,656 (6,073) 5,416 (5,207) |
|
| (657) | (5,207) | (5,864) | |
| (6,994) - |
6,994 (9,200) |
- (9,200) |
|
| $134,168 | $(80,576) | $53,592 |
The principal assumptions used in determining the Company’s defined benefit plan are shown below:
| The principal assumptions used in determining the Company’s defined benefit plan are shown below: |
The principal assumptions used in determining the Company’s defined benefit plan are shown below: |
The principal assumptions used in determining the Company’s defined benefit plan are shown below: |
The principal assumptions used in determining the Company’s defined benefit plan are shown below: |
The principal assumptions used in determining the Company’s defined benefit plan are shown below: |
|---|---|---|---|---|
| As of 31 December 2022 2021 Discount rate 0.85% 0.65% Expected rate of salary increases 3.00% 3.00% Sensitivity analysis for significant assumption are shown below: For the years ended 31 December 2022 2021 Defined benefit obligation increase Defined benefit obligation decrease Defined benefit obligation increase Defined benefit obligation decrease Discount rate increase by 0.50% $ - $4,717 $ - $5,810 Discount rate decrease by 0.50% 5,028 - 6,228 - Future salary increase by 1.00% 10,101 - 12,468 - Future salary decrease by 1.00% - 9,084 - 11,098 |
||||
| 2022 | 2021 | |||
| Defined benefit obligation increase |
Defined benefit obligation decrease |
Defined benefit obligation increase |
Defined benefit obligation decrease |
|
| $ - 5,028 10,101 - |
$4,717 - - 9,084 |
$ - 6,228 12,468 - |
$5,810 - - 11,098 |
The sensitivity analyses above are based on a change in a significant assumption (for example: change in discount rate or future salary), keeping all other assumptions constant. The sensitivity analyses may not be representative of an actual change in the defined benefit obligation as it is unlikely that changes in assumptions would occur in isolation of one another.
There was no change in the methods and assumptions used in preparing
330
SINBON ELECTRONICS CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
the sensitivity analyses compared to the previous period.
(13)Equity
(a) Common stock
The Company’s authorized capital was NT$4,500,000 thousand as of 31 December 2022 and 2021. The issued capital was NT$2,365,841 thousand and NT$2,333,770 thousand in a total of 236,584 thousand shares and 233,377 thousand shares, respectively. Each share has one voting right and a right to receive dividends.
The investors requested to convert the Company’s convertible bonds into common stocks in the amount of NT$42,981 thousand in a total of 4,298 thousand shares from 1 January 2022 to 31 December 2022, and 2,378 thousand shares had completed the registration process as of 31 December 2022. As the registration process has not been completed, the accumulated book value of certificate of entitlement to new shares from convertible bond amounted to NT$19,200 thousand in a total of 1,920 thousand shares as of 31 December 2022.
As of 1 January 2022, the accumulated book value of certificates of bond - to - stock conversion that had completed the registration process amounted to NT$8,290 thousand in a total of 829 thousand shares in the first quarter of 2022.
(b) Capital surplus
| Capital surplus | ||
|---|---|---|
| Additional paid-in capital Treasury share transactions Share of changes in net assets of associates and joint ventures accounted for using the equity method From differences between equity purchase price and carrying amount arising from actual acquisition or disposal of subsidiaries Increase through changes in ownership interests in subsidiaries Premium from merger Stok options Total |
As of 31 December | |
| 2022 $2,416,991 5,749 132,519 27,385 373,254 705 110,602 $3,067,205 |
2021 | |
| $1,543,555 5,749 132,869 22,183 373,254 705 112,157 |
||
| $2,190,472 |
331
SINBON ELECTRONICS CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
According to the Company Act, the capital reserve shall not be used except for making good the deficit of the company. When a company incurs no loss, it may distribute the capital reserves related to the income derived from the issuance of new shares at a premium or income from endowments received by the company. The distribution could be made in cash or in the form of dividend shares to its shareholders in proportion to the number of shares being held by each of them.
(c) Retained earnings and dividend policies
According to the Company’s original Articles of Incorporation, current year’s earnings, if any, shall be distributed in the following order:
-
a. Payment of all taxes and dues;
-
b. Offset prior years’ operation losses;
-
c. Set aside 10% as legal reserve;
-
d. Set aside or reverse special reserve in accordance with law and regulations; and
-
e. The distribution of the remaining portion, if any, will be recommended by the Board of Directors and resolved in the shareholders’ meeting.
As the Company is undergoing a growth stage, the policy of dividend distribution should reflect its long-term financial planning. The Board of Directors shall make the distribution proposal annually and present it at the Shareholder’s meeting every year. The distribution of shareholders dividend shall be allocated cash dividends to be distributed may not be less than 10% of total dividends to be distributed.
According to the Company Act, the Company needs to set aside amount to legal reserve unless where such legal reserve amounts to the total authorized capital. The legal reserve can be used to make good the deficit of the Company. When the Company incurs no loss, it may distribute the portion of legal serve which exceeds 25% of the paid-in capital by issuing new shares or by cash in proportion to the number of shares being held by each of the shareholders.
332
SINBON ELECTRONICS CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
When the Company distributing distributable earnings, it shall set aside to special reserve, an amount equal to “other net deductions from shareholders” equity for the current fiscal year, provided that if the company has already set aside special reserve according to the requirements for the adoption of IFRS, it shall set aside supplemental special reserve based on the difference between the amount already set aside and other net deductions from shareholders’ equity. For any subsequent reversal of other net deductions from shareholders’ equity, the amount reversed may be distributed from the special reserve.
The FSC on 31 March 2021 issued Order No. Financial-SupervisorySecurities-Corporate-1090150022, which sets out the following provisions for compliance:
On a public company's first-time adoption of the IFRS, for any unrealized revaluation gains and cumulative translation adjustments (gains) recorded to shareholders’ equity that the company elects to transfer to retained earnings by application of the exemption under IFRS 1, the company shall set aside special reserve. For any subsequent use, disposal or reclassification of related assets, the Company can reverse the special reserve by the proportion of the special reserve first appropriated and distribute it.
The Company did not reverse any special reserve as a result of use, disposal or reclassification of related assets during the years ended 31 December 2022 and 2021.
Details of the 2022 and 2021 earnings distribution and dividends per share as approved and resolved by the Board of Directors’ meeting and shareholders’ meeting on 9 March 2023 and 30 May 2022, respectively, are as follows:
Common stock -cash dividend Legal reserve Special reserve |
Appropriation of earnings | Appropriation of earnings | Dividendper share(NT$) | Dividendper share(NT$) |
|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |
| $2,030,999 288,562 (111,279) |
$1,640,858 233,305 (17,754) |
$8.5 | $7.0 |
Please refer to Note 6(17) for further details on employees’ compensation and remuneration to directors and supervisors.
333
SINBON ELECTRONICS CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
(14)Operating revenue
| Revenue from contracts with customers Sale of goods Construction revenues Other operating revenue Total |
For the years ended 31 December |
For the years ended 31 December |
|---|---|---|
| 2022 $7,394,824 162,981 134,193 $7,691,998 |
2021 | |
| $6,686,227 - 242,008 |
||
| $6,928,235 |
Analysis of revenue from contracts with customers for the years ended 31 December 2022 and 2021 are as follows:
(1) Disaggregation of revenue
For the year ended 31 December 2022
| Sale of goods Construction revenues Other operating revenues Total Timing of revenue recognition : At a point in time Over time Total |
Green Energy $410,206 162,981 3,066 $576,253 $413,272 162,981 $576,253 |
Industrial Application $4,444,071 - 110,514 $4,554,585 $4,554,585 - $4,554,585 |
Medical Health $115,084 - 9,200 $124,284 $124,284 - $124,284 |
Automotive& Aviation $539,407 - 5,329 $544,736 $544,736 - $544,736 |
Communication $1,886,056 - 6,084 $1,892,140 $1,892,140 - $1,892,140 |
Total |
|---|---|---|---|---|---|---|
| $7,394,824 162,981 134,193 |
||||||
| $7,691,998 | ||||||
| $7,529,017 162,981 |
||||||
| $7,691,998 |
334
SINBON ELECTRONICS CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
For the year ended 31 December 2021
| Sale of goods Other operating revenues Total Timing of revenue recognition : At a point in time Over time Total |
Green Energy Industrial Application $289,718 $3,850,142 24,909 173,225 $314,627 $4,023,367 $314,627 $4,023,367 - - $314,627 $4,023,367 (2) Contract balances |
Medical Health $111,981 10,621 $122,602 $122,602 - $122,602 |
Automotive& Aviation $407,917 19,222 $427,139 $427,139 - $427,139 |
Communication $2,026,469 14,031 $2,040,500 $2,040,500 - $2,040,500 |
Total |
|---|---|---|---|---|---|
| $6,686,227 242,008 |
|||||
| $6,928,235 | |||||
| $6,928,235 - |
|||||
| $6,928,235 | |||||
| Contract liabilities - current Sales of goods Construction revenues Total |
As Of | ||
|---|---|---|---|
| 31 Dec. 2022 | 31 Dec. 2021 |
1 Jan. 2021 | |
| $1,909,725 255,641 |
$1,009,680 - |
$581,495 - |
|
| $2,165,366 | $1,009,680 | $581,495 |
For the years ended 31 December 2022 and 2021, contract liabilities increased as additional performance obligations are not satisfied.
(3) Transaction price allocated to unsatisfied performance obligations
As of December 31, 2022, the Company's total transaction price apportioned to unsatisfied performance obligations is NT$3,690,717 thousand. The Company will gradually recognize the revenue with the completion of these projects, which are expected to be completed in the next 4 years.
335
SINBON ELECTRONICS CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
- (4) Assets recognized from costs to fulfil a contract
None.
- (15) Expected credit losses
The Company had no expected credit losses for the years ended 31 December 2022 and 31 December 2021.
Please refer to Note 12 for more details on credit risk.
The Company measures the loss allowance of its trade receivables (including note receivables and trade receivables) at an amount equal to lifetime expected credit losses. The assessment of the Company’s loss allowance as of 31 December 2022 and 2021 are as follows:
31 December 2022
Gross carrying amount Loss ratio Lifetime expected credit losses Carrying amount |
Not yet due(Note) $1,486,264 -% - $1,486,264 |
Overdue | >=121 days | Total | ||
|---|---|---|---|---|---|---|
| <=30 days 31-60 days |
61-90 days $4,018 -% - $4,018 |
91-120 days $1,818 -% - $1,818 |
||||
| $325,903 $6,876 -% -% |
$1,166 30-100% |
$1,826,045 | ||||
| - - |
(1,166) | (1,166) | ||||
| $325,903 $6,876 |
$ - | $1,824,879 |
31 December 2021
Gross carrying amount Loss ratio Lifetime expected credit losses Carrying amount |
Not yet due(Note) $1,540,712 -% - $1,540,712 |
Overdue | >=121 days | Total | ||
|---|---|---|---|---|---|---|
| <=30 days 31-60 days |
61-90 days $ - -% - $ - |
91-120 days $ - -% - |
||||
| $2,167 $ - -% -% |
$1,166 30-100% |
$1,544,045 | ||||
| - - |
(1,166) | (1,166) | ||||
| $2,167 $ - |
$ - | $ - | $1,542,879 |
Note: The Company’s note receivables are not overdue.
336
SINBON ELECTRONICS CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
The movement in the provision for impairment of note receivables and trade receivables during the years ended 31 December 2022 and 2021 are as follows:
| as follows: | ||
|---|---|---|
| As of 1 January 2022 Write off Addition/(reversal) for the current period As of 31 December 2022 As of 1 January 2021 Write off Addition/(reversal) for the current period As of 31 December 2021 |
Note receivables $ - - - $- $ - - - $- |
Trade receivables |
| $1,166 - - |
||
| $1,166 | ||
| $1,166 - - |
||
| $1,166 |
(16) Leases
The Company is a lessee
The Company leases various properties, including real estate such as buildings, machinery and equipment and transportation equipment. The lease terms range from 1 to 16 years.
The Company’s leases effect on the financial position, financial performance and cash flows are as follow:
A. Amounts recognized in the balance sheet
- (a)Right-of-use asset
The carrying amount of right-of-use assets
| Buildings Machinery and equipment Transportation equipment Total |
As of 31 December | As of 31 December |
|---|---|---|
| 2022 | 2021 | |
| $217,157 1,037 16,401 |
$241,699 - 13,945 |
|
| $234,595 | $255,644 |
During the years ended 31 December 2022 and 2021, The Company’s additions to right-of-use assets amounting to NT$29,159 thousand and NT$96,268 thousand, respectively.
337
SINBON ELECTRONICS CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
(b) Lease liabilities
| Lease liabilities Current Non-Current Total |
As of 31 December | As of 31 December |
|---|---|---|
| 2022 | 2021 | |
| $49,212 186,995 |
$45,532 211,048 |
|
| $236,207 | $256,580 |
Please refer to Note 6(18)(d) for the interest on lease liabilities recognized during the years ended 31 December 2022 and 2021 and refer to Note 12 (5) liquidity risk management for the maturity analysis for lease liabilities as of 31 December 2022 and 2021.
B. Amounts recognized in the statements of comprehensive income
Depreciation charge for right-of-use assets
| Buildings Machinery and equipment Transportation equipment Total |
For the years ended 31 December |
For the years ended 31 December |
|---|---|---|
| 2022 $41,696 129 8,330 |
2021 | |
| $40,126 - 7,525 |
||
| $50,155 | $47,651 |
- C. Income and costs relating to leasing activities
| The expenses relating to short-term leases |
For the years ended 31 December |
For the years ended 31 December |
|---|---|---|
| 2022 $17,107 |
2021 $13,840 |
338
SINBON ELECTRONICS CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
During the years ended 31 December 2022 and 2021, there is no rent concession arising from a direct consequence of the Covid-19 pandemic.
D. Cash outflow related to lessee and lease activity
During the years ended 31 December 2022 and 2021, The Company’s total cash outflows for leases amounting to NT$68,318 thousand and NT$62,510 thousand.
- (17)Summary statement of employee benefits, depreciation and amortization expenses by function for the years ended 31 December 2022 and 2021:
| Function Nature |
For theyears ended 31 December | For theyears ended 31 December | For theyears ended 31 December | For theyears ended 31 December | ||
|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||
| Operating costs |
Operating expenses |
Total | Operating costs |
Operating expenses |
Total | |
| Employee benefits expense | ||||||
| Salaries | $308,930 | $684,415 | $993,345 | $254,542 | $576,094 | $830,636 |
| Labor and health insurance | 37,214 | 47,970 | 85,184 | 29,121 | 48,941 | 78,062 |
| Pension | 14,268 | 24,762 | 39,030 | 11,578 | 23,503 | 35,081 |
| Remuneration to directors and supervisors |
- | 23,500 | 23,500 | - | 21,000 | 21,000 |
| Other employee benefits expense |
26,949 | 28,898 | 55,847 | 22,618 | 27,732 | 50,350 |
| Depreciation | 71,262 | 63,841 | 135,103 | 54,383 | 51,881 | 106,264 |
| Amortization | - | 13,768 | 13,768 | 25 | 10,114 | 10,139 |
As of 31 December 2022 and 2021, the number of employees of the Company were 1,357 and 1,231; the number of directors who were not concurrently employees both were 8.
For the years ended 31 December 2022 and 2021, the average of employees benefits expense of the Company were NT$870 thousand and NT$813 thousand, respectively.
For the years ended 31 December 2022 and 2021, the average of employees salaries of the Company were NT$736 thousand and NT$679 thousand, respectively.
339
SINBON ELECTRONICS CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
The Company’s average salary expense adjustment for the year ended 31 December 2022 increased by 8%.
The Company has set up an audit committee to replace the supervisor in accordance with the regulations, so the supervisor's remuneration has not been recognized.
The Company’s policy for compensation of directors, managers and employees is as follows:
The remuneration standard of the Company’s managers shall be determined by the company’s human resources unit in accordance with the relevant provisions of personnel performance evaluation, personal performance and contribution to the company’s overall operations, and reference to the market level of the industry. After being reviewed by the Salary and Compensation Committee and approved by the Board of Directors, it will be implemented.
The Company's salary and remuneration policy is planned based on individual abilities and performance differentiation, and considering cost-effectiveness and risk control remuneration resources; and in order to attract, retain and motivate talents, relatively reasonable salary standards are formulated. The overall salary and remuneration package mainly include basic salary, bonuses, employee dividends, and benefits. Remuneration standard, basic salary is based on the market competition situation of the position held by the employee and the company's policy; bonus and employee dividend are paid in conjunction with the achievement of the employee's personal and departmental goals or the company's operating performance; the welfare part is in compliance with the law and regulations. The premise is to be revised at any time according to environmental needs, and the actual needs of employees are the main consideration, and welfare measures that employees can share are designed.
According to the Articles of Incorporation, 1% to 15% of profit of the current year is distributable as employees’ compensation and no higher than 3% of profit of the current year is distributable as remuneration to directors and supervisors. However, the company's accumulated losses shall have been covered. The Company may, by a resolution adopted by a majority vote at a meeting of Board of Directors attended by two-thirds
340
SINBON ELECTRONICS CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
of the total number of directors, have the profit distributable as employees’ compensation in the form of shares or in cash; and in addition thereto a report of such distribution is submitted to the shareholders’ meeting. Information on the Board of Directors’ resolution regarding the employees’ compensation and remuneration to directors and supervisors can be obtained from the “Market Observation Post System” on the website of the TWSE.
Based on profit of 31 December 2022, the Company estimated the amounts of the employees’ compensation and remuneration to directors and supervisors for the year ended of 31 December 2022 to be 1.01% and 0.68% of profit, respectively. The employees’ compensation and remuneration to directors and supervisors for the year ended of 31 December 2022 amount to NT$35,000 thousand and NT$23,500 thousand respectively, recognized as employee benefits expense.
A resolution was passed at the Board of Directors meeting held on 9 March 2023 to distribute NT$35,000 thousand and NT$23,500 thousand in cash as employees’ compensation and remuneration to directors and supervisors of 2022, respectively. Differences between the estimated amount and the actual distribution of the employee compensation and remuneration to directors and supervisors for the year ended 31 December 2022 are recognized in profit or loss of the subsequent year in 2023.
The employees’ compensation and remuneration to directors and supervisors for the year ended of 31 December 2021 amount to NT$30,000 thousand and NT$21,000 thousand, respectively. No material differences exist between the recognized amount and the actual distribution of the employee bonuses and remuneration to directors and supervisors for the year ended 31 December 2021.
(18)Non-operating income and expenses
(a)Interest income
For the years ended 31 December
| Bank deposit interest | 2022 $6,366 |
2021 |
|---|---|---|
| $853 |
341
SINBON ELECTRONICS CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
(b)Other income
| ther income | ||
|---|---|---|
| Sample income Dividend income Rent income Others Total |
For theyears ended 31 December | |
| 2022 $82,516 38,818 7,277 156,252 $284,863 |
2021 | |
| $52,132 14,643 4,908 118,580 |
||
| $190,263 |
(c) Other gains and losses
| Other gains and losses | ||
|---|---|---|
| Foreign exchange gains and losses net Gains on disposal of investments Gains on disposal of property, plant and equipment Gains of financial asset at fair value through profit or loss (Note1) (Losses) gains of financial liabilities at fair value through profit or loss (Note2) Total |
For theyears ended 31 December | |
| 2022 $155,579 - 3,006 32,352 (83) $190,854 |
2021 | |
| $(68,022) 315 14,326 51,024 24,897 |
||
| $22,540 |
Note:
-
Balances were arising from financial assets mandatorily measured at fair value through profit or loss, including valuation adjustment, dividend income, interest income and exchange gains and losses etc.
-
Balances were arising from held for trading financial liabilities, including valuation adjustment, interest expense and exchange gains and losses etc.
342
SINBON ELECTRONICS CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
(d) Finance costs
| Interest on loans from bank Interest on bonds payable Interest on lease liabilities Total |
For theyears ended 31 December | For theyears ended 31 December |
|---|---|---|
| 2022 $19,554 8,435 1,738 $29,727 |
2021 | |
| $10,691 16,625 1,624 |
||
| $28,940 |
(19)Components of other comprehensive income
For the year ended 31 December 2022
| Not to be reclassified to profit or loss in subsequent periods: Remeasurements of defined benefit plans Unrealized gains on equity instruments measured at fair value through other comprehensive income Share of other comprehensive income of subsidiaries, associates and joint ventures which will not be reclassified subsequently to profit or loss To be reclassified to profit or loss in subsequent periods: Exchange differences resulting from translating the financial statements of foreign operations Share of other comprehensive loss of subsidiaries, associates and joint ventures which may be reclassified subsequently to profit or loss Total of other comprehensive income |
Arising during theperiod |
Reclassification adjustments duringtheperiod |
Other comprehensive income, before tax |
Income tax relating to components of other comprehensive income |
Other comprehensive income,net of tax |
|---|---|---|---|---|---|
| $5,864 (42,287) (48,082) 247,131 4,255 |
$ - - - - - |
$5,864 (42,287) (48,082) 247,131 4,255 |
$(1,173) - - (49,384) - |
$4,691 (42,287) (48,082) 197,747 4,255 |
|
| $166,881 | $- | $166,881 | $(50,557) | $116,324 |
343
SINBON ELECTRONICS CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
For the year ended 31 December 2021
| Not to be reclassified to profit or loss in subsequent periods: Remeasurements of defined benefit plans Unrealized gains on equity instruments measured at fair value through other comprehensive income Share of other comprehensive income of subsidiaries, associates and joint ventures which will not be reclassified subsequently to profit or loss To be reclassified to profit or loss in subsequent periods: Exchange differences resulting from translating the financial statements of foreign operations Share of other comprehensive loss of subsidiaries, associates and joint ventures which may be reclassified subsequently to profit or loss Total of other comprehensive income |
Arising during theperiod |
Reclassification adjustments duringtheperiod |
Other comprehensive income, before tax |
Income tax relating to components of other comprehensive income |
Other comprehensive income,net of tax |
|---|---|---|---|---|---|
| $(178) 9,387 69,609 (74,034) (911) |
$ - - - - - |
$(178) 9,387 69,609 (74,034) (911) |
$36 - - 15,249 - |
$(142) 9,387 69,609 (58,785) (911) |
|
| $3,873 | $- | $3,873 | $15,285 | $19,158 |
(20)Income tax
The major components of income tax expense are as follows:
Income tax expense recognized in profit or loss
| Income tax expense recognized in profit or loss | ||
|---|---|---|
| Current income tax expense : Current income tax charge Adjustments in respect of current income tax of prior periods Deferred tax expense: Deferred tax expense relating to origination and reversal of temporary differences Adjustments in respect of current income tax of prior periods Total income tax expense |
For the years ended 31 December |
|
| 2022 $369,894 11,553 142,849 - $524,296 |
2021 | |
| $326,330 995 95,367 (13,385) |
||
| $409,307 |
344
SINBON ELECTRONICS CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
Income tax relating to components of other comprehensive income
| For the years ended 31 December 2022 2021 Deferred tax expense(income) : Exchange differences on translation of foreign operations $49,384 $(15,249) Remeasurements of defined benefit plans 1,173 (36) Income tax relating to components of other comprehensive income $50,557 $(15,285) Income tax charged directly to equity For the years ended 31 December 2022 2021 Current income tax expense (income): Realized losses from equity instruments investment measured at fair value through other comprehensive income $ - $(111) A reconciliation between tax expense and the product of accounting profit multiplied by applicable tax rates is as follows: For the years ended 31 December 2022 2021 Accounting profit before tax from continuing operations $3,404,849 $2,740,809 At the Company’s statutory income tax rate $680,970 $548,162 Tax effect of revenues exempt from taxation (41,566) (59,237) Tax effect of expenses not deductible for tax purposes 1,687 2,564 Tax effect of deferred tax assets/liabilities (144,721) (87,023) Corporate income surtax on undistributed retained earnings 17,127 17,231 Adjustments in respect of deferred income tax of prior periods - (13,385) Adjustments in respect of current income tax of prior periods 11,553 995 Others (754) - Total income tax expense recognized in profit or loss $524,296 $409,307 |
For the years ended 31 December 2022 2021 Deferred tax expense(income) : Exchange differences on translation of foreign operations $49,384 $(15,249) Remeasurements of defined benefit plans 1,173 (36) Income tax relating to components of other comprehensive income $50,557 $(15,285) Income tax charged directly to equity For the years ended 31 December 2022 2021 Current income tax expense (income): Realized losses from equity instruments investment measured at fair value through other comprehensive income $ - $(111) A reconciliation between tax expense and the product of accounting profit multiplied by applicable tax rates is as follows: For the years ended 31 December 2022 2021 Accounting profit before tax from continuing operations $3,404,849 $2,740,809 At the Company’s statutory income tax rate $680,970 $548,162 Tax effect of revenues exempt from taxation (41,566) (59,237) Tax effect of expenses not deductible for tax purposes 1,687 2,564 Tax effect of deferred tax assets/liabilities (144,721) (87,023) Corporate income surtax on undistributed retained earnings 17,127 17,231 Adjustments in respect of deferred income tax of prior periods - (13,385) Adjustments in respect of current income tax of prior periods 11,553 995 Others (754) - Total income tax expense recognized in profit or loss $524,296 $409,307 |
For the years ended 31 December 2022 2021 Deferred tax expense(income) : Exchange differences on translation of foreign operations $49,384 $(15,249) Remeasurements of defined benefit plans 1,173 (36) Income tax relating to components of other comprehensive income $50,557 $(15,285) Income tax charged directly to equity For the years ended 31 December 2022 2021 Current income tax expense (income): Realized losses from equity instruments investment measured at fair value through other comprehensive income $ - $(111) A reconciliation between tax expense and the product of accounting profit multiplied by applicable tax rates is as follows: For the years ended 31 December 2022 2021 Accounting profit before tax from continuing operations $3,404,849 $2,740,809 At the Company’s statutory income tax rate $680,970 $548,162 Tax effect of revenues exempt from taxation (41,566) (59,237) Tax effect of expenses not deductible for tax purposes 1,687 2,564 Tax effect of deferred tax assets/liabilities (144,721) (87,023) Corporate income surtax on undistributed retained earnings 17,127 17,231 Adjustments in respect of deferred income tax of prior periods - (13,385) Adjustments in respect of current income tax of prior periods 11,553 995 Others (754) - Total income tax expense recognized in profit or loss $524,296 $409,307 |
|---|---|---|
| 2022 | 2021 | |
| $3,404,849 | $2,740,809 | |
| $680,970 (41,566) 1,687 (144,721) 17,127 - 11,553 (754) |
$548,162 (59,237) 2,564 (87,023) 17,231 (13,385) 995 - |
|
| $524,296 | $409,307 |
345
SINBON ELECTRONICS CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
Deferred tax assets (liabilities) relate to the following:
For the year ended 31 December 2022
| Temporary differences Exchange differences on translation of foreign operations Unrealized foreign exchange gains or losses Loss from price reduction of inventories Revaluations of financial liabilities at fair value through profit or loss Investments accounted for using the equity method Unrealized intragroup profits and losses Remeasurements of defined benefit plans Non-current liability – Defined benefit liability Loss allowance Convertible bonds Deferred tax (income) expense Net deferred tax assets (liabilities) Reflected in balance sheet as follows: Deferred tax assets Deferred tax liabilities |
Balance as of 1 January $95,247 4,585 4,752 (19,686) (211,627) 8,325 7,500 7,816 974 (2,244) $(104,358) $129,199 $233,557 |
Recognized in profit or loss $ - (10,858) 3,266 (6,699) (150,077) 22,895 - (1,621) - 245 $(142,849) |
Recognized in other comprehensive income $(49,384) - - - - - (1,173) - - - $(50,557) |
Balance as of 31 December $45,863 (6,273) 8,018 (26,385) (361,704) 31,220 6,327 6,195 974 (1,999) |
|---|---|---|---|---|
| $(297,764) | ||||
| $98,597 | ||||
| $396,361 |
346
SINBON ELECTRONICS CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
For the year ended 31 December 2021
| Temporary differences Exchange differences on translation of foreign operations Unrealized foreign exchange gains or losses Loss from price (recovery) reduction of inventories Revaluations of financial liabilities at fair value through profit or loss Investments accounted for using the equity method Unrealized intragroup profits and losses Remeasurements of defined benefit plans Non-current liability – Defined benefit liability Loss allowance Convertible bonds Deferred tax (income) expense Net deferred tax assets (liabilities) Reflected in balance sheet as follows: Deferred tax assets Deferred tax liabilities |
Balance as of 1 January $79,998 923 8,427 (8,838) (151,966) 18,434 7,464 8,095 974 (1,172) $(37,661) $124,315 $161,976 |
Recognized in profit or loss $ - 3,662 (3,675) (10,848) (59,661) (10,109) - (279) - (1,072) $(81,982) |
Recognized in other comprehensive income $15,249 - - - - - 36 - - - $15,285 |
Balance as of 31 December $95,247 4,585 4,752 (19,686) (211,627) 8,325 7,500 7,816 974 (2,244) |
|---|---|---|---|---|
| $(104,358) | ||||
| $129,199 | ||||
| $233,557 |
Unrecognized deferred tax liabilities relating to the investment in subsidiaries
The Company shall recognize the relevant deferred income tax liabilities for the income tax payable that may arise when the undistributed surplus of a foreign subsidiary is remitted back, in accordance with the undistributed surplus expected to be allocated by the future subsidiary.
The assessment of income tax returns
As of 31 December 2022, the Company’s income tax returns through 2020 have been assessed and approved by the tax authority.
347
SINBON ELECTRONICS CO., LTD. NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
(21)Earnings per share
Basic earnings per share amounts are calculated by dividing net profit for the year attributable to ordinary equity holders of the parent entity by the weighted average number of ordinary shares outstanding during the year.
Diluted earnings per share amounts are calculated by dividing the net profit attributable to ordinary equity holders of the parent entity (after adjusting for interest on the convertible preference shares) by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares.
| hares. | ||
|---|---|---|
| (a) Basic earnings per share Profit attributable to ordinary equity holders of the Company Weighted average number of ordinary shares outstanding for basic earnings per share (in thousands) Basic earnings per share (NT$) (b) Diluted earnings per share Profit attributable to ordinary equity holders of the Company Interest expense from convertible bonds Profit attributable to ordinary equity holders of the Company after dilution Weighted average number of ordinary shares outstanding for basic earnings per share (in thousands) Effect of dilution: Employee compensation-stock (in thousands) Convertible bonds (in thousands) Weighted average number of ordinary shares outstanding after dilution (in thousands) Diluted earnings per share (NT$) |
For the years ended 31 December |
|
| 2022 $2,880,553 235,774 $12.22 $2,880,553 6,748 $2,887,301 235,774 127 7,145 243,046 $11.88 |
2021 | |
| $2,331,502 | ||
| 233,157 | ||
| $10.00 | ||
| $2,331,502 13,300 |
||
| $2,344,802 | ||
| 233,157 106 6,046 |
||
| 239,309 | ||
| $9.80 |
348
SINBON ELECTRONICS CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
There have been no other transactions involving ordinary shares or potential ordinary shares between the reporting date and completion of the financial statements.
- Related party transactions
Information of the related parties that had transactions with the Company during the financial reporting period is as follows:
Name and nature of relationship of the related parties
| Name of the relatedparties SINBON Circuits & Cables LLC Hong Kong SINBON Electronics Co., Ltd. Tong Cheng SINBON Electronics Co., Ltd. Jiangyin SINBON Electronics Co., Ltd. Beijing SINBON TongAn Renewable Energy Co., Ltd. SINBON USA LLC Radbon Avionics Inc. T-CONN Precision Co., Ltd. SINBON Hungary Kft. Jiangsu ENMAGIC Energy Co., Ltd. ENMAGIC Renewable Energy Co., Ltd. SINBON Europe GmbH Kwan-Ze Corporation Ltd. SINBON Technologies Tennessee L.L.C. SINTOP Energy Management Co., Ltd. |
Nature of relationship |
|---|---|
| Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary |
Significant transactions with related parties
(a)Sales
| ales | ||
|---|---|---|
| Subsidiaries | For the years ended 31 December |
|
| 2022 $346,654 |
2021 | |
| $864,123 |
The sales price to the above related parties was determined through mutual agreement based on the market rates. The outstanding balance as of 31 December 2022 and 2021 was unsecured, non-interest bearing and must be settled in cash. The receivables from the related parties were not
349
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NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
guaranteed.
(b)Purchases
| Subsidiaries | For the years ended 31 December |
For the years ended 31 December |
|---|---|---|
| 2022 $3,132,911 |
2021 | |
| $2,162,933 |
The purchase price from the above related parties was determined through mutual agreement based on the market rates. The payment terms from the related party suppliers were comparable with third party suppliers.
(c) Accounts receivable-related parties
| (c) Accounts receivable-related parties | ||
|---|---|---|
| Subsidiaries (d) Other receivables Subsidiaries |
As of 31 December 2022 2021 $493,400 $472,476 As of 31 December |
|
| 2022 $104,662 |
2021 | |
| $117,218 |
(e)Accounts payable-related parties
| (e) Accounts payable-related parties | ||
|---|---|---|
| Subsidiaries (f) Other payables Subsidiaries |
As of 31 December | |
| 2022 2021 $610,531 $401,136 As of 31 December |
2021 | |
| $401,136 | ||
| 2022 $13,655 |
2021 | |
| $13,714 |
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SINBON ELECTRONICS CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
| (g) Expenses Subsidiaries (h) Other income Subsidiaries (i) Leases a. Right-of-use asset Subsidiaries b. Lease liabilities Subsidiaries c. Depreciation Subsidiaries d. Interest expense Subsidiaries |
For the years ended 31 December |
For the years ended 31 December |
|---|---|---|
| 2022 2021 $35,419 $33,267 For the years ended 31 December |
2021 | |
| $33,267 | ||
| 2022 2021 $21,253 $11,650 As of 31 December |
2021 | |
| $11,650 | ||
| 2022 2021 $1,741 $1,410 As of 31 December |
2021 | |
| $1,410 | ||
| 2022 2021 $1,748 $1,414 For the years ended 31 December |
2021 | |
| $1,414 | ||
| 2022 2021 $834 $704 For the years ended 31 December |
2021 | |
| $704 | ||
| 2022 $12 |
2021 | |
| $13 |
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NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
e. Rent revenue
| nt revenue | ||
|---|---|---|
| Subsidiaries | For the years ended 31 December |
|
| 2022 $7,273 |
2021 | |
| $4,908 |
The company leases offices to related parties. The rental price is negotiated with reference to market conditions and paid monthly.
(j) Key management personnel compensation
| Short-term employee benefits Post-employment benefits Total |
For the years ended 31 December |
For the years ended 31 December |
|---|---|---|
| 2022 $168,853 39,030 $207,883 |
2021 | |
| $132,429 35,081 |
||
| $167,510 |
8. Assets pledged as security
None.
9. Significant contingencies and unrecognized contract commitments
-
(a)The Company provided guarantees for subsidiaries’ financing to banks for the year ended 31 December 2022. Please refer to Note 13.1(b).
-
(b) As of 31 December 2022 and 2021, the Company was issued letters of guarantee by banks in the amount of NT$10,000 thousand and NT$8,000 thousand for importing goods, respectively.
-
(c) Amounts available under unused letters of credit are as follows:
| Currency USD |
Carryingamount | Carryingamount |
|---|---|---|
| 2022.12.31 $300 |
2021.12.31 | |
| $300 |
352
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NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
The amounts that are available under unused letters of credit above are unguaranteed.
10. Significant disaster loss
None.
11. Significant subsequent events
On 9 March 2023, the Company passed the resolution of the board of directors to transfer the production line, property, plant and equipment and inventory of the Miaoli E-BIKE assembly plant to the subsidiary T-CONN Precision Corporation for the expansion of its Miaoli plant to effectively integrate the group's resources and give full play to the group's comprehensive management benefits. The transaction price is about NT$115 million, and the transaction price is determined by referring to the appraisal report.
12. Others
- (1)Categories of financial instruments
Financial assets
| Financial assets | ||
|---|---|---|
| Financial assets at fair value through profit or loss: Mandatorily measured at fair value through profit or loss Financial assets at fair value through other comprehensive income Financial assets measured at amortized cost (Note) Total |
As of 31 December | |
| 2022 $296,927 313,758 4,067,653 $4,678,338 |
2021 | |
| $249,691 321,734 3,221,794 |
||
| $3,793,219 |
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NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
Financial liabilities
| Financial liabilities | ||
|---|---|---|
| Financial liabilities at amortized cost: Short-term loans Notes and accounts payable Bonds payable (including current portion with maturity less than 1 year) Long-term loans (including current portion with maturity less than 1 year) Others payables Lease liabilities Subtotal Financial liabilities at fair value through profit or loss: Held for trading Total |
As of 31 December | |
| 2022 $1,516,620 1,329,632 1,121,929 - 751,525 236,207 4,955,913 5,100 $4,961,013 |
2021 | |
| $1,952,450 1,305,560 994,351 300,000 558,826 256,580 |
||
| 5,367,767 | ||
| 241 | ||
| $5,368,008 |
Note:Including cash and cash equivalents, notes receivable, trade receivables and other receivables.
(2) Financial risk management objectives and policies
The Company’s principal financial risk management objective is to manage the market risk, credit risk and liquidity risk related to its operating activates. The Company identifies measures and manages the aforementioned risks based on the Company’s policy and risk appetite.
The Company has established appropriate policies, procedures and internal controls for financial risk management. Before entering into significant transactions, due approval process by the Board of Directors and Audit Committee must be carried out based on related protocols and internal control procedures. The Company complies with its financial risk management policies at all times.
354
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NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
(3) Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of the changes in market prices. Market prices comprise currency risk, interest rate risk and other price risk (such as equity risk).
In practice, it is rarely the case that a single risk variable will change independently from other risk variable, there are usually interdependencies between risk variables. However the sensitivity analysis disclosed below does not take into account the interdependencies between risk variables.
Foreign currency risk
The Company’s exposure to the risk of changes in foreign exchange rates relates primarily to the Company’s operating activities (when revenue or expense are denominated in a different currency from the Company’s functional currency) and the Company’s net investments in foreign subsidiaries.
The Company has certain foreign currency receivables to be denominated in the same foreign currency with certain foreign currency payables, therefore natural hedge is received. The Company also uses forward contracts to hedge the foreign currency risk on certain items denominated in foreign currencies. Hedge accounting is not applied as they did not qualify for hedge accounting criteria. Furthermore, as net investments in foreign subsidiaries are for strategic purposes, they are not hedged by the Company.
The foreign currency sensitivity analysis of the possible change in foreign exchange rates on the Company’s profit is performed on significant monetary items denominated in foreign currencies as at the end of the reporting period. The Company’s foreign currency risk is mainly related to the volatility in the exchange rates for USD.
Interest rate risk
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s exposure to the risk of changes in market interest rates relates primarily to the Company’s loans and receivables at variable interest rates, bank borrowings with fixed interest rates and variable interest rates.
355
SINBON ELECTRONICS CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
The interest rate sensitivity analysis is performed on items exposed to interest rate risk as at the end of the reporting period, including investments and borrowings with variable interest rates and interest rate swaps. At the reporting date, a change of 10 basis points of interest rate in a reporting period could cause the profit.
Pre-tax sensitivity analysis of changes in related risk factors for the years ended 31 December 2022 and 2021 are as follows:
For the year ended 31 December 2022
| Main Risk Foreign currency risk Foreign currency risk Interest rate risk |
Fluctuation NTD/USD rate +/− 1% NTD/JPY rate +/− 1% Market rate +/− 10 basis points |
Sensitivity of profit/loss +/−$12,306 +/−$1,008 −/+$1,476 |
Sensitivity of equity |
|---|---|---|---|
| - - - |
For the year ended 31 December 2021
| Main Risk Foreign currency risk Foreign currency risk Interest rate risk |
Fluctuation NTD/USD rate +/− 1% NTD/JPY rate +/− 1% Market rate +/− 10 basis points |
Sensitivity of profit/loss +/−$14,032 +/−$672 −/+$2,252 |
Sensitivity of equity |
|---|---|---|---|
| - - - |
Equity price risk
The fair value of the Company’s listed and unlisted equity securities and conversion rights of the Euro-convertible bonds issued are susceptible to market price risk arising from uncertainties about future values of the investment securities. The Company’s listed and unlisted equity securities are classified under financial assets measured at fair value through profit or loss and financial assets measured at fair value, while conversion rights of the Euro-convertible bonds issued are classified as financial liabilities at fair value through profit or loss as it does not satisfy the definition of an equity component. The Company manages the equity price risk through diversification and placing limits on individual and total equity instruments. Reports on the equity portfolio are submitted to the Company’s senior management on a regular basis. The Company’s Board of Directors reviews and approves all equity investment decisions.
356
SINBON ELECTRONICS CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
At the reporting date, a change of 10% in the price measured at fair value through profit or loss could increase/decrease The Company’s profit for the years ended 31 December 2022 and 2021 by NT$18,084 thousand and NT$19,019 thousand, respectively.
Please refer to Note 12(9) for sensitivity analysis information of other equity instruments or derivatives that are linked to such equity instruments whose fair value measurement is categorized under Level 3.
(4) Credit risk management
Credit risk is the risk that a counterparty will not meet its obligations under a contract, leading to a financial loss. The Company is exposed to credit risk from operating activities (primarily for accounts receivables and notes receivables) and from its financing activities, including bank deposits and other financial instruments.
Credit risk is managed by each business unit subject to the Company’s established policy, procedures and control relating to credit risk management. Credit limits are established for all counter parties based on their financial position, rating from credit rating agencies, historical experience, prevailing economic condition and the Company’s internal rating criteria etc. Certain counter parties’ credit risk will also be managed by taking credit enhancing procedures, such as requesting for prepayment or insurance.
As of 31 December 2022 and 2021, amounts receivables from top ten customers represented 32% and 45% of the total accounts receivables of the Company. The credit concentration risk of other accounts receivables is insignificant.
Credit risk from balances with banks, fixed income securities and other financial instruments is managed by the Company’s treasury in accordance with the Company’s policy. The Company only transacts with counterparties approved by the internal control procedures, which are banks and financial institutions, companies and government entities with good credit rating. Consequently, there is no significant credit risk for these counter parties.
357
SINBON ELECTRONICS CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
(5) Liquidity risk management
The Company’s objective is to maintain a balance between continuity of funding and flexibility through the use of cash and cash equivalents, highly liquid equity investments, bank borrowings, convertible bonds and finance leases. The table below summarizes the maturity profile of the Company’s financial liabilities based on the contractual undiscounted payments and contractual maturity. The payment amount includes the contractual interest. The undiscounted payment relating to borrowings with variable interest rates is extrapolated based on the estimated interest rate yield curve as of the end of the reporting period.
Non-derivative financial instruments
| As of 31 December 2022 Loans Notes and accounts payable Convertible bonds Lease liabilities As of 31 December 2021 Loans Notes and accounts payable Convertible bonds Lease liabilities |
Less than 1year $1,522,369 1,329,632 179,885 49,375 $2,256,841 1,305,560 - 47,093 |
2 to 3years $ - - 1,010,025 59,428 $ - - 1,024,569 75,944 |
4 to 5years $ - - - 29,437 $ - - - 28,850 |
> 5years $ - - - 100,075 $ - - - 112,850 |
Total |
|---|---|---|---|---|---|
| $1,522,369 1,329,632 1,189,910 238,315 $2,256,841 1,305,560 1,024,569 264,737 |
Derivative financial instruments
As of 31 December 2022
None Less than 1 year 2 to 3 years 4 to 5 years > 5 years Total As of 31 December 2021 Cross currency swaps Net settlement – $(241) $ - $ - $ - $(241) outflow
The table above contains the undiscounted net cash flows of derivative financial instruments.
358
SINBON ELECTRONICS CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
- (6) Reconciliation of liabilities from financing activities
Reconciliation of liabilities for the year ended 31 December 2022:
As of 1 January 2022 Cash flow Non-cash change As of 31 December 2022
| Short-term loans $1,952,450 (435,830) - $1,516,620 |
Lease liabilities |
Long-term loan(including maturity within ayear) $300,000 (300,000) - $ - |
Bonds payable (including maturity within ayear) $994,351 1,045,040 (917,462) $1,121,929 |
Deposits received $62 480 - $542 |
Total liabilities from financing activities |
|---|---|---|---|---|---|
| $256,580 (49,473) 29,100 |
$3,503,443 260,217 (888,362) |
||||
| $236,207 | $2,875,298 |
Reconciliation of liabilities for the year ended 31 December 2021:
| As of 1 January 2021 Cash flow Non-cash change As of 31 December 2021 |
Short-term loans $1,458,588 493,862 - $1,952,450 |
Lease liabilities $207,605 (47,046) 96,021 $256,580 |
Long-term loan(including maturity within ayear) $300,000 - - $300,000 |
Bonds payable (including maturity within ayear) $1,256,981 - (262,630) $994,351 |
Deposits received $2 60 - $62 |
Total liabilities from financing activities |
|---|---|---|---|---|---|---|
| $3,223,176 446,876 (166,609) |
||||||
| $3,503,443 |
(7) Fair values of financial instruments
- (a) The methods and assumptions applied in determining the fair value of financial instruments:
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The following methods and assumptions were used by the Company to measure or disclose the fair values of financial assets and financial liabilities:
- a. The carrying amount of cash and cash equivalents, accounts
359
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NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
receivables, accounts payable and other current liabilities approximate their fair value due to their short maturities.
-
b. For financial assets and liabilities traded in an active market with standard terms and conditions, their fair value is determined based on market quotation price (including listed equity securities, beneficiary certificates, bonds and futures etc.) at the reporting date.
-
c. Fair value of equity instruments without market quotations (including private placement of listed equity securities, unquoted public company and private company equity securities) are estimated using the market method valuation techniques based on parameters such as prices based on market transactions of equity instruments of identical or comparable entities and other relevant information (for example, inputs such as discount for lack of marketability, P/E ratio of similar entities and Price-Book ratio of similar entities).
-
d. Fair value of debt instruments without market quotations, bank loans, bonds payable and other non-current liabilities are determined based on the counterparty prices or valuation method. The valuation method uses DCF method as a basis, and the assumptions such as the interest rate and discount rate are primarily based on relevant information of similar instrument (such as yield curves published by the Taipei Exchange, average prices for Fixed Rate Commercial Paper published by Reuters and credit risk, etc.)
-
e. The fair value of derivatives which are not options and without market quotations, is determined based on the counterparty prices or discounted cash flow analysis using interest rate yield curve for the contract period. Fair value of option-based derivative financial instruments is obtained using on the counterparty prices or appropriate option pricing model (for example, Black-Scholes model) or other valuation method (for example, Monte Carlo Simulation).
360
SINBON ELECTRONICS CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
- (b) Fair value of financial instruments measured at amortized cost
The carrying amount of the Company’s financial assets and liabilities measured at amortized cost approximate their fair value.
- (c) Fair value measurement hierarchy for financial instruments
Please refer to Note 12.(9) for fair value measurement hierarchy for financial instruments of the Company.
- (8) Derivative financial instruments
The Company’s derivative financial instruments include forward currency contracts, cross currency swap and embedded derivatives. The related information for derivative financial instruments not qualified for hedge accounting and not yet settled as of 31 December 2022 and 2021 are as follows:
Cross currency swaps contracts
The Company entered into cross currency swaps contracts to manage its exposure to financial risk, but these contracts are not designated as hedging instruments. The table below lists the information related to cross currency swaps contracts:
| Items As of 31 December 2022 Cross currency swaps As of 31 December 2021 Cross currency swaps |
Amount(in thousands) USD 15,000 USD 4,000 |
Contract Period |
|---|---|---|
| 26 February 2022 – 24 March 2023 26 November 2021 – 16 March 2022 |
Embedded derivatives
The embedded derivatives arising from issuing convertible bonds have been separated from the host contract and were carried at fair value through profit or loss. Please refer to Note 6(11) for further information on this transaction.
The counterparties for the aforementioned derivatives transactions are well known domestic or overseas banks, as they have sound credit ratings, the credit risk is insignificant.
361
SINBON ELECTRONICS CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
The cross currency swaps and foreign exchange option contracts have been entered into to hedge the foreign currency risk of net assets or net liabilities, and there will be corresponding cash inflow or outflows upon maturity and the Company has sufficient operating funds, the cash flow risk is insignificant.
-
(9) Fair value measurement hierarchy
-
(a) Fair value measurement hierarchy
All asset and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, based on the lowest level input that is significant to the fair value measurement as a whole. Level 1, 2 and 3 inputs are described as follows:
Level 1 – Quoted (unadjusted) market prices in active markets for identical assets or liabilities that the entity can access at the measurement date
Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly
Level 3 – Unobservable inputs for the asset or liability
For assets and liabilities that are recognized in the financial statements on a recurring basis, the Company determines whether transfers have occurred between Levels in the hierarchy by re-assessing categorization at the end of each reporting period.
- (b) Fair value measurement hierarchy of the Company’s assets and liabilities
362
SINBON ELECTRONICS CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
The Company does not have assets that are measured at fair value on a non-recurring basis. Fair value measurement hierarchy of the Company’s assets and liabilities measured at fair value on a recurring basis is as follows:
As of 31 December 2022
| As of 31 December 2022 | ||||
|---|---|---|---|---|
| Financial assets: Financial assets at fair value through profit or loss Stocks Bonds Cross currency swaps Embedded derivatives- Corporate bonds Financial assets at fair value through other comprehensive income Equity instrument measured at fair value through other comprehensive income Financial liabilities: Financial liabilities at fair value through profit or loss Embedded derivatives- Corporate bonds As at 31 December 2021 Financial assets: Financial assets at fair value through profit or loss Stocks Bonds Embedded derivatives- Corporate bonds Financial assets at fair value through other comprehensive income Equity instrument measured at fair value through other comprehensive income Financial liabilities: Financial liabilities at fair value through profit or loss Cross currency swaps |
Level 1 $180,841 72,330 - - - $ - Level 1 $190,190 57,168 - - $ - |
Level 2 $ - - 43,578 178 - $5,100 Level 2 $ - - 2,333 - $241 |
Level 3 $ - - - - 313,758 $ - Level 3 $ - - - 321,734 $ - |
Total |
| $180,841 72,330 43,578 178 313,758 $5,100 Total |
||||
| $190,190 57,168 2,333 321,734 $241 |
363
SINBON ELECTRONICS CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
Transfers between Level 1 and Level 2 during the period
During the years ended 31 December 2022 and 2021, there were no transfers between Level 1 and Level 2 fair value measurements.
Reconciliation for fair value measurements in Level 3 of the fair value hierarchy for movements during the period is as follows:
| Beginning balances as of 1 January 2022 Total gains and losses recognized for the year ended 31 December 2022: Amount recognized in OCI (presented in “Unrealized gains (losses) from equity instruments investments measured at fair value through other comprehensive income) The return of paid-in capital for capital reduction Acquisition Ending balances as of 31 December 2022 Beginning balances as of 1 January 2021 Total gains and losses recognized for the year ended 31 December 2021: Amount recognized in OCI (presented in “Unrealized gains (losses) from equity instruments investments measured at fair value through other comprehensive income) The return of paid-in capital for capital reduction Disposal Acquisition Ending balances as of 31 December 2021 |
Assets |
|---|---|
| At fair value through other comprehensive income |
|
| Stocks | |
| $321,734 (42,287) (15,689) 50,000 |
|
| $313,758 | |
| $227,917 22,776 (2,449) (1,510) 75,000 |
|
| $321,734 |
364
SINBON ELECTRONICS CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
Information on significant unobservable inputs to valuation
Description of significant unobservable inputs to valuation of recurring fair value measurements categorized within Level 3 of the fair value hierarchy is as follows:
As of 31 December 2022
| Financial assets: At fair value through profit or loss Stocks and others Stocks and others As Financial assets: At fair value through profit or loss Stocks and others Stocks and others |
Valuation techniques |
Significant unobservable inputs |
Quantitative information |
Relationship between inputs and fair value |
Sensitivity of the input to fair value |
|---|---|---|---|---|---|
| Market approach Discount for lack of marketability Option pricing model Fluctuation rate of 31 December 2021 Valuation techniques Significant unobservable inputs |
30% 34.08% Quantitative information |
The higher the discount for lack of marketability, the lower the fair value of the stocks The higher the fluctuation rate, the higher the fair value of the stocks Relationship between inputs and fair value |
10% increase (decrease) in the discount for lack of marketability would result in increase (decrease) in the Company’s profit or loss by NT$31,058 thousand 10% increase (decrease) in the fluctuation rate would result in increase (decrease) in the Company’s profit or loss by NT$ 318 thousand Sensitivity of the input to fair value |
||
| Market approach Option pricing model |
Discount for lack of marketability Fluctuation rate |
30% 33.09% |
The higher the discount for lack of marketability, the lower the fair value of the stocks The higher the fluctuation rate, the higher the fair value of the stocks |
10% increase (decrease) in the discount for lack of marketability would result in increase (decrease) in the Company’s profit or loss by NT$30,953 thousand 10% increase (decrease) in the fluctuation rate would result in increase (decrease) in the Company’s profit or loss by NT$ 1,220 thousand |
365
SINBON ELECTRONICS CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
Valuation process used for fair value measurements categorized within Level 3 of the fair value hierarchy
The Company’s Financial Department is responsible for validating the fair value measurements and ensuring that the results of the valuation are in line with market conditions, based on independent and reliable inputs which are consistent with other information, and represent exercisable prices. The Department analyses the movements in the values of assets and liabilities which are required to be re-measured or re-assessed as per the Company’s accounting policies at each reporting date.
- (c) Fair value measurement hierarchy of the Company’s assets and liabilities not measured at fair value but for which the fair value is disclosed
| As at 31 December 2022 Financial assets not measured at fair value but for which the fair value is disclosed: Investments accounted for using the equity method(please refer to Note 6(6)) As at 31 December 2021 Financial assets not measured at fair value but for which the fair value is disclosed: Investments accounted for using the equity method(please refer to Note 6(6)) |
Level 1 | Level 2 | Level 3 | Total |
|---|---|---|---|---|
| $1,484,835 Level 1 |
$ - Level 2 |
$ - Level 3 |
$1,484,835 Total |
|
| $2,593,847 | $ - |
$ - |
$2,593,847 |
- (10) Significant assets and liabilities denominated in foreign currencies
Information regarding the significant assets and liabilities denominated in foreign currencies is listed below:
| Financial assets Monetaryitems: USD JPY |
As of 31 December 2022 Foreign currencies Foreign exchange rate NTD $85,480 30.71 $2,624,918 435,054 0.23 101,117 |
As of 31 December 2022 Foreign currencies Foreign exchange rate NTD $85,480 30.71 $2,624,918 435,054 0.23 101,117 |
As of 31 December 2021 | As of 31 December 2021 | As of 31 December 2021 |
|---|---|---|---|---|---|
| Foreign currencies $85,480 435,054 |
Foreign exchange rate 30.71 0.23 |
Foreign currencies $81,512 279,696 |
Foreign exchange rate 27.69 0.24 |
NTD | |
| $2,257,070 67,295 |
366
SINBON ELECTRONICS CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
| Financial liabilities Monetaryitems: USD JPY |
As of 31 December 2022 Foreign currencies Foreign exchange rate NTD $45,407 30.71 $1,394,344 1,390 0.23 323 |
As of 31 December 2022 Foreign currencies Foreign exchange rate NTD $45,407 30.71 $1,394,344 1,390 0.23 323 |
As of 31 December 2021 | As of 31 December 2021 | As of 31 December 2021 |
|---|---|---|---|---|---|
| Foreign currencies $45,407 1,390 |
Foreign exchange rate 30.71 0.23 |
Foreign currencies $30,836 304 |
Foreign exchange rate 27.69 0.24 |
NTD | |
| $853,855 73 |
The Company has a number of different functional currencies; therefore, we are unable to disclose the exchange loss and gain of monetary financial assets and financial liabilities under each foreign currency that has significant impact. The Company recognized NT$155,579 thousand and NT$(68,022) thousand foreign exchange gains and (losses) for the years ended 31 December 2022 and 2021, respectively.
The above information is disclosed based on the carrying amount of foreign currency (after conversion to functional currency).
(11) Capital management
The primary objective of the Company’s capital management is to ensure that it maintains a strong credit rating and healthy capital ratios in order to support its business and maximize shareholder value. The Company manages its capital structure and makes adjustments to it, in light of changes in economic conditions. To maintain or adjust the capital structure, the Company may adjust dividend payments to shareholders, return capital to shareholders or issue new shares.
13. Other disclosure
-
(1)Information at significant transactions and information on investees:
-
(a) Financing provided to others for the year ended 31 December 2022: Please refer to Attachment 1.
-
(b) Endorsement/Guarantee provided to others for the year ended 31 December 2022: Please refer to Attachment 2.
-
(c) Securities held as of 31 December 2022: Please refer to Attachment 3.
367
SINBON ELECTRONICS CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
-
(d) Individual securities acquired or disposed of with accumulated amount exceeding the lower of NT$300 million or 20 percent of the paid-in capital for the year ended 31 December 2022: None.
-
(e) Acquisition of individual real estate with amount exceeding the lower of NT$300 million or 20 percent of the paid-in capital for the year ended 31 December 2022: None.
-
(f) Disposal of individual real estate with amount exceeding the lower of NT$300 million or 20 percent of the capital stock for the year ended 31 December 2022: None.
-
(g) Related party transactions for purchases and sales exceeding the lower of NT$100 million or 20 percent of the capital stock for the year ended 31 December 2022: Please refer to Attachment 4.
-
(h) Receivables from related parties with amounts exceeding the lower of NT$100 million or 20 percent of capital stock as of year ended 31 December 2022: Please refer to Attachment 5.
-
(i)Names, locations, main businesses and products, original investment amount, investment as of 31 December 2022, net income (loss) of investee company and investment income (loss) recognized as of 31 December 2022: Please refer to Attachment 7.
-
(j)Financial instruments and derivative transactions: Please refer to Note 12. (8).
-
(k) The business relationship, significant transactions and amounts between parent company and subsidiaries: Please refer to Attachment 6.
-
(2)Information on investments in mainland China
-
(a) Investment in Mainland China: Please refer to Attachment 8.
-
(b) Significant transactions through third regions with the investees in Mainland China: Please refer to Attachment 2,4,5 and 6.
368
SINBON ELECTRONICS CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
- (3)Information of major shareholders
| Shares Shareholders |
Total Shares Owned |
Ownership Percentage |
|---|---|---|
| Investment Account of Small Denomination World Funds Co. Ltd. in custodyof Standard Chartered Bank |
13,589,000 | 5.69% |
Note:
-
(a) The main shareholder information in the table is calculated by the Taiwan Depository & Clearing Corporation on the last business day at the end of each quarter. The information included the total number of ordinary shares and special shares held by the shareholders who have completed the delivery without physical registration (including treasury shares) that reached 5%. The share capital stated in the Company's financial report and the number of shares actually delivered by the Company without physical registration may differ because the calculation bases were different.
-
(b) If the above information included the shareholder's shares transferred to the trust, it will be disclosed by the trustee who opened the trust account individually. As for shareholders who declared insider equity holding for more than 10% in accordance with the Securities Exchange Act, such shareholdings shall include their shareholdings plus their shares that have been delivered to the trust and shares of the trust that they have control of. Please refer to the information on insider equity declaration in the “Market Observation Post System” on the website of the TWSE.
14. Segment information
The Company fully disclosed segment information in consolidated financial statements.
369
Attachment 1: Financing provided to others for the year ended 31 December 2022
| No. | Lender (Note 1) |
Counterparty | Financial statement account |
Related Party |
Maximum balance for the period |
Ending balance |
Actual amount provided |
Interest rate |
Nature of financing |
Amount of sales to (purchases from) counter-party |
Reason for short-term financing |
Allowance for doubtful accounts |
Collateral | Collateral | Limit of financing amount for individual counter-party (Note2) |
Limit of total financing amount (Note3) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Value | |||||||||||||||
| 0 | The Company |
SB Hungary | Other receivables |
Y | $95,953 | $98,125 | $ - | 0.00% | Note 4 | $ - | Need for operating |
$ - | - | $ - | $1,263,350 | $5,053,400 |
| 0 | The Company |
SB Ohio | Other receivables |
Y | $96,630 | $92,124 | $ - | 0.00% | Note 4 | $ - | Need for operating |
$ - | - | $ - | $1,263,350 | $5,053,400 |
| 1 | KSEM | JSEM | Other receivables |
Y | $5,415 | $5,301 | $ - | 0.00% | Note 4 | $ - | Need for operating |
$ - | - | $ - | $5,937 | $5,937 |
| 2 | BJSB | JSEM | Other receivables |
Y | $45,122 | $44,175 | $ - | 0.00% | Note 4 | $ - | Need for operating |
$ - | - | $ - | $55,954 | $55,954 |
| 2 | BJSB | XZEM | Other receivables |
Y | $45,122 | $44,175 | $ - | 0.00% | Note 4 | $ - | Need for operating |
$ - | - | $ - | $55,954 | $55,954 |
| 3 | SB TongAn | JSEM | Other receivables |
Y | $44,752 | $44,175 | $ - | 0.00% | Note 4 | $ - | Need for operating |
$ - | - | $ - | $1,011,610 | $1,011,610 |
| 3 | SB TongAn | JSEM | Other receivables |
Y | $22,376 | $22,088 | $ - | 0.00% | Note 4 | $ - | Need for operating |
$ - | - | $ - | $1,011,610 | $1,011,610 |
| 3 | SB TongAn | XZEM | Other receivables |
Y | $44,752 | $44,175 | $ - | 0.00% | Note 4 | $ - | Need for operating |
$ - | - | $ - | $1,011,610 | $1,011,610 |
| 3 | SB TongAn | JSEM | Other receivables |
Y | $64,904 | $66,263 | $ - | 0.00% | Note 4 | $ - | Need for operating |
$ - | - | $ - | $1,011,610 | $1,011,610 |
| 3 | SB TongAn | XZEM | Other receivables |
Y | $64,903 | $66,262 | $ - | 0.00% | Note 4 | $ - | Need for operating |
$ - | - | $ - | $1,011,610 | $1,011,610 |
Note 1: The above transations were all made between consolidated entities in the Group and have been reversed.
Note 2: Financing limit for individual counterparty is 10% of the net worth of the financial report reviewed by the certified public accountants as of March 31, 2017. $2,207,135Í10%=$220,714
- Note 2: Total financing limit for individual counterparty was set at 10% of the lender's net worth of the financial which were audited by independent accountants as of 31 December 2022. The Company: $12,633,499*10%=$1,263,350
Total financing limit for individual counterparty was set at 40% of the lender's net worth of the financial which were audited by independent accountants as of 31 December 2022. KSEM: $14,843*40%=$5,937
BJSB: $139,884*40%=$55,954
SB TongAn: $2,529,024*40%=$1,011,610
- Note 3: Total financing limit was set at 40% of the lender's net worth of the financial report which were audited by independent accountants as of 31 December 2022. The Company: $12,633,499*40%=$5,053,400
KSEM: $14,843*40%=$5,937
BJSB: $139,88440%=$55,954 SB TongAn: $2,529,02440%=$1,011,610
Note 4: For short-term financing.
370
Attachment 2: Endorsement/Guarantee provided to others as of 31 December 2022
| (Note 1) No. |
Endorsor/ Guarantor |
Receiving party | Receiving party | Limit of guarantee/endorsemen t amount for receiving party (Note 3) |
Maximum balance for the period |
Ending balance |
Actual amount provided |
Amount of collateral guarantee/ endorsemen t |
Percentage of accumulated guarantee amount to net assets value from the latest financial statement |
Limit of total guarantee/ endorsement amount (Note 4) |
Parent company's guarantee/ endorsement amount to subsidiaries (Note 5) |
Subsidiaries' guarantee/ endorsement amount to parent company (Note 5) |
Guarantee/ endorsement amount to company in Mainland China (Note 5) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Company name | Releationship (Note 2) |
||||||||||||
| 0 | The Company | SHSB | 2 | $5,053,400 | $95,388 | $76,770 | $ - | None | 0.61% | $12,633,499 | Y | N | Y |
| 0 | The Company | JYSB | 2 | $5,053,400 | $1,821,727 | $1,704,294 | $521,265 | None | 13.49% | $12,633,499 | Y | N | Y |
| 0 | The Company | TCSB | 2 | $5,053,400 | $596,025 | $574,017 | $136,943 | None | 4.54% | $12,633,499 | Y | N | Y |
| 0 | The Company | SZSB | 2 | $5,053,400 | $16,105 | $15,354 | $ - | None | 0.12% | $12,633,499 | Y | N | Y |
| 0 | The Company | SB Hungary | 2 | $5,053,400 | $328,019 | $319,007 | $250,221 | None | 2.53% | $12,633,499 | Y | N | N |
| 0 | The Company | SB Ohio | 2 | $5,053,400 | $386,520 | $368,496 | $238,294 | None | 2.92% | $12,633,499 | Y | N | N |
| 0 | The Company | SB USA | 2 | $5,053,400 | $16,105 | $15,354 | $9,212 | None | 0.12% | $12,633,499 | Y | N | N |
| 0 | The Company | Radbon | 2 | $3,790,050 | $150,000 | $150,000 | $300 | None | 1.19% | $12,633,499 | Y | N | N |
| 1 | T-CONN | T-CONN Zhongshan | 2 | $306,429 | $189,120 | $182,361 | $ - | None | 23.80% | $766,072 | N | N | Y |
Note 1: The Company and its subsidiaries are coded as follows:
-
The Company is coded "0".
-
The subsidiaries are coded consecutively beginning from "1" in the order presented in the table above.
-
Note 2: According to the "Guidelines Governing the Preparation of Financial Reports by Securities Issuers" issued by the R.O.C. Securities and Futures Bureau, receiving parties should be disclosed as one of the following:
-
A company with which it does business.
-
A company in which the public company directly and indirectly holds more than 50% of the voting shares.
-
A company that directly and indirectly holds more than 50% of the voting shares in the public company.
-
A company in which the public company holds, directly or indirectly, 90% or more of the voting shares.
-
A company that fulfills its contractual obligations by providing mutual endorsements/guarantees for another company in the same industry or for joint builders for purposes of undertaking a construction project.
-
A company that all capital contributing shareholders make endorsements/guarantees for their jointly invested company in proportion to their shareholding percentages.
-
Companies in the same industry provide among themselves joint and several security for a performance guarantee of a sales contract for pre-construction homes pursuant to the Consumer Protection Act for each other.
-
Note 3: Limit of guarantee/endorsement amount for overseas subsidiary is 40% of the net worth of the financial report audited by the certified public accountants as of 31 December 2022. $12,633,499*40%=$5,053,400
-
Limit of guarantee/endorsement amount for domestic subsidiaries is 30% of the net worth of the financial report of the company audited by the certified public accountants as of 31 December 2022. $12,633,499*30%=$3,790,050
-
Limit of guarantee/endorsement amount for T-CONN Zhongshan is 40% of the net worth of the financial of T-CONN which were not audited by the certified public accountants as of 31 December 2022. $766,072*40%=$306,429
-
Note 4: Limit of total guarantee/ endorsement amount is 100% of the net worth of the financial report audited by the certified public accountants as of 31 December 2022.
-
Note 5: "Y" for the listed (OTC) parent company guarantees/endorses for subsidiary, subsidiary guarantees/endorses for the listed (OTC) parent company or guarantee/endorse for companies in Mainland China.
371
Attachment 3: Securities held as of 31 December 2022. (Excluding subsidiaries, associates and joint ventures)
| Holding Company |
Type and name of securities | Relationship (Note 1) |
Financial statement account | As of 31 December 2022 | As of 31 December 2022 | As of 31 December 2022 | As of 31 December 2022 | As of 31 December 2022 | Note |
|---|---|---|---|---|---|---|---|---|---|
| Shares | Carrying amount |
Percentage of ownership (%) |
Fair value | ||||||
| The Company | Chengding Venture Capital Co., Ltd. | - | Financial assets measured at fair value through other comprehensive income- noncurrent |
15,000,000 shares | $106,503 | 11.10% | $106,503 | - | |
| The Company | Top Taiwan XIV Venture Capital CO., Ltd. | Financial assets measured at fair value through other comprehensive income- noncurrent |
5,000,000 shares | $37,099 | 2.30% | $37,099 | - | ||
| The Company | Top Taiwan Venture Capital Co., Ltd. | - | Financial assets measured at fair value through other comprehensive income- noncurrent |
4,875,000 shares | 58,575 | 7.50% | 58,575 | - | |
| The Company | Dynahz Technologies | - | Financial assets measured at fair value through other comprehensive income- noncurrent |
2,771,670 shares | 51,137 | 16.67% | 51,137 | - | |
| Kwan-Ze | Chengding Venture Capital Co., Ltd. | - | Financial assets measured at fair value through other comprehensive income- noncurrent |
5,000,000 shares | 35,469 | 3.70% | 35,469 | - | |
| The Company | Top Taiwan VII Venture Capital Co., Ltd. | - | Financial assets measured at fair value through other comprehensive income- noncurrent |
443,878 shares | 4,648 | 3.06% | 4,648 | - | |
| Kwan-Ze | Actmax Technologies Inc. | - | Financial assets measured at fair value through other comprehensive income- noncurrent |
- | 4,767 | 19.00% | 4,767 | - | |
| The Company | VAN MOOF Global Holding BV | - | Financial assets measured at fair value through other comprehensive income- noncurrent |
780,000 shares | 3,181 | 0.50% | 3,181 | - | |
| T-CONN | VAN MOOF Global Holding BV | - | Financial assets measured at fair value through other comprehensive income- noncurrent |
780,000 shares | 3,181 | 0.50% | 3,181 | - | |
| SINBON USA L.L.C |
Katalyst Interactive Inc | Financial assets measured at fair value through other comprehensive income- noncurrent |
36,511shares | 957 | 0.24% | 957 | - | ||
| SINBON USA L.L.C |
HOTWIRE Development LLC | - | Financial assets measured at fair value through other comprehensive income- noncurrent |
- | 696 | 10.00% | 696 | - | |
| The Company | Bandrich, Inc. | - | Financial assets measured at fair value through other comprehensive income- noncurrent |
330,000 shares | 145 | 1.62% | 145 | - | |
| The Company | SINTOP Energy Management Co., Ltd. | - | Financial assets measured at fair value through other comprehensive income- noncurrent |
7,500,000 shares | 52,470 | 15.00% | 52,470 | ||
| Subtotal | $358,828 | ||||||||
| The Company | Nextronics Engineering Corp. | - | Financial asset measured at fair value through profit or loss–current |
3,009,000 shares | $180,841 | 9.29% | $180,841 | - | |
| The Company | Nextronics Engineering Corp. Private placement unsecured conversion bonds |
- | Financial asset measured at fair value through profit or loss–current |
600,000 shares | 56,976 | - | 56,976 | - | |
| The Company | Damon Motors Inc conversion bonds | - | Financial asset measured at fair value through profit or loss–current |
- | 15,354 | - | 15,354 | - | |
| The Company | Trutankless, Inc. | - | Financial asset measured at fair value through profit or loss–current |
25,000 shares | - | 0.26% | - | - | |
| Kwan-Ze | Nextronics Engineering Corp. | - | Financial asset measured at fair value through profit or loss–current |
28,000 shares | 1,683 | 0.09% | 1,683 | - | |
| Total | $254,854 |
Note 1: Not required if the issuer of securities is not a related party.
372
Attachment 4: Related party transactions for purchases and sales exceeding the lower of NT$100 million or 20 percent of the capital stock as of 31 December 2022.
| Related-party | Counter-party | Relationship | Intercompany Transactions | Intercompany Transactions | Intercompany Transactions | Intercompany Transactions | Details of non-arm's length transaction |
Details of non-arm's length transaction |
Notes and accounts receivable (payable) |
Notes and accounts receivable (payable) |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchases (Sales) |
Amount | Percentage of total consolidated purchase (Sales) |
Terms | Unit price | Terms | Carrying amount | Percentage of total consolidated receivables (payable) |
||||
| The Company | JYSB | Subsidiary | Purchase | $2,858,714 | 43.55% | Trading condition is the same as other supplier |
N/A | N/A | $(559,157) | -42.05% | |
| HKSB | JYSB | Associates | Purchase | $3,469,850 | 54.44% | Trading condition is the same as other supplier |
N/A | N/A | $401,132 | -33.77% | |
| SB TongAn | JSEM | Associates | Purchase | $109,610 | 7.65% | Trading condition is the same as other supplier |
N/A | N/A | $(30,565) | -5.96% | |
| JYSB | SINBON USA | Associates | Purchase | $346,509 | 3.77% | Trading condition is the same as other supplier |
N/A | N/A | $(38,800) | -1.46% | |
| JYSB | T-CONN Zhongshan | Associates | Purchase | $128,891 | 1.40% | Trading condition is the same as other supplier |
N/A | N/A | $(61,514) | -2.31% | |
| JSEM | XZEM | Associates | Purchase | $104,027 | 7.34% | Trading condition is the same as other supplier |
N/A | N/A | $(9,487) | -0.89% | |
| T-CONN | T-CONN Zhongshan | Associates | Purchase | $444,120 | 35.00% | Trading condition is the same as other supplier |
N/A | N/A | $(112,324) | -42.00% |
Attachment 5: Receivables from related parties with accounts exceeding the lower of NT$100 million or 20 percent of the capital stock as of 31 December 2022.
| Related-party | Counter-party | Relationship | Amount | Average collection turnover |
Overdue account receivable-related parties | Overdue account receivable-related parties | Collection in subsequent period |
Allowance for doubtful debts |
|---|---|---|---|---|---|---|---|---|
| Amount | Processingmethod | |||||||
| JYSB | The Company | The Company | $559,157 | 11.63 | $ - | - | $116,101 | $ - |
| JYSB | HKSB | Associates | $401,132 | 24.27 | $ - | - | $129,089 | $ - |
| The Company | T-CONN | Associates | $402,720 | 1.79 | $ - | - | $20,927 | $ - |
373
Attachment 6: The business relationship, significant transactions and amounts between parent company and subsidiaries
| No. (Note 1) |
Related-party | Counterparty | Relationship with the Company (Note 2) |
Transactions | Transactions | Transactions | Transactions |
|---|---|---|---|---|---|---|---|
| Account | Amount | Terms | Percentage of consolidated operating revenues or consolidated total assets(Note3) |
||||
| 0 | The Company | JYSB | 1 | Purchase | $2,858,714 | (Note 4) | 9.35% |
| 1 | JYSB | The Company | 2 | Sales | $2,858,714 | (Note 4) | 9.35% |
| 3 | HKSB | JYSB | 3 | Purchase | $3,469,850 | (Note 4) | 11.35% |
| 1 | JYSB | HKSB | 3 | Sales | $3,469,850 | (Note 4) | 11.35% |
| 4 | SB TongAn | JSEM | 3 | Purchase | $109,610 | (Note 4) | 0.36% |
| 5 | JSEM | SB TongAn | 3 | Sales | $109,610 | (Note 4) | 0.36% |
| 1 | JYSB | SINBON USA | 3 | Purchase | $346,509 | (Note 4) | 1.13% |
| 2 | SINBON USA | JYSB | 3 | Sales | $346,509 | (Note 4) | 1.13% |
| 1 | JYSB | T-CONN Zhongshan | 3 | Purchase | $128,891 | (Note 4) | 0.42% |
| 6 | T-CONN Zhongshan | JYSB | 3 | Sales | $128,891 | (Note 4) | 0.42% |
| 5 | JSEM | XZEM | 3 | Purchase | $104,027 | (Note 4) | 0.34% |
| 7 | XZEM | JSEM | 3 | Sales | $104,027 | (Note 4) | 0.34% |
| 8 | T-CONN | T-CONN Zhongshan | 3 | Purchase | $444,120 | (Note 4) | 34.00% |
| 6 | T-CONN Zhongshan | T-CONN | 3 | Sales | $444,120 | (Note 4) | 34.00% |
-
Note 1 : The Company is coded "0".The subsidiaries are coded consecutively beginning from "1" in the order presented in the table above.
-
Note 2 : Transactions are categorized as follows:
-
The holding company to subsidiary.
-
Subsidiary to holding company.
-
Subsidiary to subsidiary.
-
Note 3 : The percentage with respect to the consolidated asset/liability for transactions of balance sheet items are based on each item's balance at period-end. For profit or loss items, interim cumulative balances are used as basis.
-
Note 4 : The sales price to the above related parties was determined through mutual agreement based on the market conditions.
374
Attachment 7: Names, locations, main businesses and products, original investment amount, investment as of 31 December 2022 net income (loss) of investee company and investment income (loss) recognized for the year ended 31 December 2022: (Excluding investment in Mainland China)
| Investor | Investee company (Note1) |
Address | Main businesses and products | Initial Investment | Initial Investment | Investment as of 31 Dec | Investment as of 31 Dec | ember 2022 | Net income (loss) of investee company |
Investment income (loss) recognized |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Ending balance | Beginning balance | Number of shares |
Percentage of ownership (%) |
Book value | (Note 1 ) | ||||||
| The Company | HKSB | Hong Kong | Manufacturing and selling a wide variety of connectors, wires and cables. |
HKD95,606,000 | HKD95,606,000 | - | 100.00% | $1,408,743 | $960,019 | $960,019 | Subsidiary |
| $401,262 | $401,262 | ||||||||||
| The Company | Kwan-Ze | New Taipei City, Taiwan | Holding company | $235,600 | $235,600 | 25,200,000 shares | 100.00% | $699,071 | $121,494 | $121,494 | Subsidiary |
| The Company | SB BVI | British Virgin Islands | Holding company | USD45,021,000 | USD45,021,000 | - | 100.00% | $5,864,583 | $1,085,556 | $1,085,556 | Subsidiary |
| $1,461,158 | $1,461,158 | ||||||||||
| The Company | SINTOP | New Taipei City, Taiwan | Renewable energy investment management consulting business |
$6,804 | $6,804 | 680,400 shares | 53.57% | $9,242 | $4,291 | $2,298 | Subsidiary |
| The Company | Argosy Technologies Co., Ltd. |
Hsinchu City, Taiwan |
Produce and sells a variety of electronic components, computers and peripheral equipment |
$51,768 | $51,768 | 3,174,598 shares | 3.56% | $145,064 | $610,670 | $21,598 | Investee under the equity method |
| The Company | SINBON USA LLC |
4265 Gibson Dr., Tipp City , OH 45371, USA |
Logistic center. | USD8,979,000 | USD5,679,000 | - | 100.00% | $100,002 | $(40,724) | $(40,724) | Subsidiary |
| $274,591 | $176,403 | ||||||||||
| The Company | SINBON Europe GmbH |
Pfarrkirchen, Germany | Logistic center. | EUR5,209,000 | EUR5,209,000 | - | 100.00% | $4,753 | $1,351 | $1,351 | Subsidiary |
| $185,241 | $185,241 | ||||||||||
| The Company | Radbon Avionics Inc. | Miaoli County, Taiwan | Manufacturing and selling signal cables and cabin wiring. |
$33,000 | $33,000 | 5,280,000 shares | 55.00% | $165,268 | $105,930 | $58,261 | Subsidiary |
| The Company | T-CONN Precision | New Taipei City, Taiwan | Manufacturing and selling a wide variety of connectors, wires and cables. |
$157,360 | $157,360 | 20,107,286 shares | 57.45% | $437,831 | $121,343 | $74,102 | Subsidiary |
| The Company | SB Hungary | Hungary | Selling,Producting and Processing a wide variety of connectors and cables. |
EUR13,264,000 | EUR12,264,000 | - | 100.00% | $106,822 | $(66,085) | $(66,085) | Subsidiary |
| $455,501 | $424,026 | ||||||||||
| T-CONN Precision | S P L | Mauritius | Logistic center. | $3,039 | $3,039 | 100,000 shares | 100.00% | $ - | USD(145,000) | $ - | Subsidiary |
| $(4,527) | |||||||||||
| SB TongAn | TWEM | 1F., No. 15, Ln. 588, Guohua Rd., Miaoli City, Miaoli County 36055, Taiwan (R.O.C.) |
Produce and sells a wide variety of connectors and cables. |
RMB10,405,000 | RMB10,405,000 | - | 100.00% | RMB9,865,000 |
RMB1,009,000 | $ - | Subsidiary |
| $45,000 | $45,000 | $43,581 |
$4,466 | ||||||||
| SINBON USA L.L.C | SB Ohio | 815 South Brown School Road Vandalia, OH 45377, USA |
Selling a wide variety of connectors and cables. |
USD5,654,000 | USD2,704,000 | - | 100.00% | USD2,809,000 |
USD(850,000) | $ - | Subsidiary |
| $86,280 |
$(25,341) | ||||||||||
| SINBON USA L.L.C |
Worldwide Wire Harnesses Co.,Ltd. |
Samoa | Logistic center. | USD75,000 | USD75,000 | - | 50.00% | USD145,000 |
USD53,000 | $ - | Subsidiary |
| $4,477 |
$1,584 |
375
Attachment 7: Names, locations, main businesses and products, original investment amount, investment as of 31 December 2022 net income (loss) of investee company and investment income (loss) recognized for the year ended 31 December 2022: (Excluding investment in Mainland China)
| Investor | Investee company (Note1) |
Address | Main businesses and products | Initial Investment | Initial Investment | Investment as of 31 Dece | Investment as of 31 Dece | mber 2022 | Net income (loss) of investee company |
Investment income (loss) recognized |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Ending balance | Beginning balance | Number of shares |
Percentage of ownership (%) |
Book value | (Note 1 ) | ||||||
| Kwan-Ze | Argocy Research Inc. | Hsinchu City, Taiwan |
Produce and sells a variety of electronic components, computers and peripheral equipment |
$197,969 | $197,969 | 14,771,152 shares | 16.55% | $633,251 | $610,670 | $ - | Investee under the equity method |
| Worldwide Wire Harnesses Co., Ltd. |
STT | U.S.A Tennessee | Logistic center. | USD140,000 | USD140,000 | - | 100.00% | USD41,000 | USD53,000 | $ - | Subsidiary |
| $4,542 | $4,542 | $1,275 | $1,584 | ||||||||
| Argocy Research Inc. |
Argosy Technology Inc.(USA) |
U.S.A | Sell Multimedia related products, ODM and OED |
$30,347 | $30,347 | - | 100.00% | $ - | $ - | $ - | Investee under the equity method |
| Argocy Research Inc. |
Argosy International B.V. |
The Netherlands | Leasing operations and sell ODM and OED |
$22,314 | $22,314 | - | 100.00% | $15,518 | $203 | $- | Investee under the equitymethod |
| Argocy Research Inc. |
Global Saber Electronics Co., Ltd. |
Mauritius | Selling a wide variety of connectors and cables. |
$ - | $ - | - | 100.00% | $68,895 | $(6,710) | $ - | Investee under the equity method |
| Argocy Research Inc. |
ROTEC LIMITED | British Virgin Islands | Holding company | $543,588 | $543,588 | - | 88.04% | $836,738 | $8,275 | $ - | Investee under the equity method |
| Global Saber Electronics Co., Ltd |
ROTEC LIMITED | British Virgin Islands | Holding company | $72,918 | $72,918 | - | 11.96% | $113,669 | $8,275 | $ - | Investee under the equity method |
-
Note 1:
(1)"Investee company", "Address", "Main businesses and products", "Initial Investment" and "Investment as of 31 December 2022" shall be filled in appropriate fields according to the Company's reinvestment and the re-investment of the subsidiaries the Company directly or indirectly controls and indicate the relationship in the Notes. -
(2)"Net income (loss) of investee company" shall be filled in net income (loss) of investee for the year ended 31 December 2022. -
(3)"Investment income (loss) recognized" requires only the investment income (loss) from the direct investees of the the Company and the investment income (loss) from investees valued under the equity method, and ensure that when recognizing the subsidiary's investment income (loss), the subsidiaries' re-investment income (loss) is included.
376
Attachment 8: Investment in Mainland China
| Investee company | Main Businesses and Products | Total Amount of Paid-in Capital |
Method of Investment | Accumulated Outflow of Investment from Taiwan as of 1 January 2022 |
Investment Flows | Investment Flows | Accumulated Outflow of Investment from Taiwan as of 31 December 2022 |
Net income (loss) of investee company |
Percentage of Ownership |
Investment income (loss) recognized |
Carrying Value as of 31 December 2022 |
Accumulated Inward Remittance of Earnings as of 31 December 2022 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outflow | Inflow | |||||||||||
| BJSB | Manufacturing and selling a wide variety of connectors, wires and cables. |
RMB 12,830,000 | Directly investment in Mainland China. |
USD 1,020,000 $30,719 |
$ - | $ - | USD 1,020,000 $30,719 |
RMB1,562,000 $6,913 |
85.53% | RMB1,336,000 $5,913 Note 1 |
RMB31,666,000 $139,884 |
USD11,030,000 $351,623 |
| JYSB | Manufacturing and selling a wide variety of connectors, wires and cables. |
USD 37,780,000 | Indirectly investment in Mainland China through companies registered in a third region. |
USD 22,050,000 $705,108 |
$ - | $ - | USD 22,050,000 $705,108 |
USD33,024,000 $984,336 |
100% | USD33,024,000 $984,336 Note 1 |
USD150,712,000 $4,628,068 |
USD39,976,000 $1,200,889 |
| SHSB | Selling a wide variety of connectors, wires and cables. |
USD 3,280,000 | Indirectly investment in Mainland China through companies registered in a third region. |
USD 1,700,000 $55,358 |
$ - | $ - | USD 1,700,000 $55,358 |
USD756,000 $22,531 |
100% | USD756,000 $22,531 Note 1 |
USD7,296,000 $227,114 |
USD2,887,000 $87,821 |
| SZSB | Selling a wide variety of connectors, wires and cables. |
USD 2,810,000 | Indirectly investment in Mainland China through companies registered in a third region. |
USD 2,750,000 $83,385 |
$ - | $ - | USD 2,750,000 $83,385 |
USD861,000 $25,677 |
100% | USD861,000 $25,677 Note 1 |
USD8,954,000 $274,948 |
RMB38,400,000 $157,642 |
| TCSB | Selling a wide variety of connectors, wires and cables. |
USD17,000,000 | Indirectly investment in Mainland China through companies registered in a third region. |
USD 8,000,000 $248,003 |
$ - | $ - | USD 8,000,000 $248,003 |
USD6,481,000 $193,182 |
100% | USD6,481,000 $193,182 Note 1 |
USD29,547,000 $907,329 |
USD196,000 $5,890 |
| China Digital Library Corp.Ltd. |
Technology development of computer software, transfer of technology, advisory service |
RMB 88,600,000 | Indirectly investment in Mainland China through companies registered in a third region. |
USD 750,000 | $ - | $ - | USD 750,000 $20,768 |
$ - | 4.85% | $ - | $ - | $ - |
| Argosy (Beijing) Technologies Co., Ltd. |
Selling a wide variety of connectors, wires and cables. |
RMB 5,000,000 | Indirectly investment in Mainland China through companies registered in a third region. |
USD 76,000 | $ - | $ - | USD 76,000 $2,104 |
$ - | 12.00% | $ - | $ - | $ - |
| Wu Xi S&D | Manufacturing and selling new flat panel displays. |
USD 4,000,000 | Indirectly investment in Mainland China through companies registered in a third region. |
USD 1,900,000 $61,823 |
$ - | $ - | USD 1,900,000 $61,823 |
$ - | - | $ - | $ - | $ - |
| Ning Bo Smart and Diligent Co., Ltd. |
Manufacturing and selling a new Flat Panel Display. |
USD 2,000,000 | Indirectly investment in Mainland China through companies registered in a third region. |
USD 1,140,000 $37,025 |
$ - | $ - | USD 1,140,000 $37,025 |
$ - | - | $ - | $ - | $ - |
377
Attachment 8: Investment in Mainland China
| Investee company | Main Businesses and Products | Total Amount of Paid-in Capital |
Method of Investment | Accumulated Outflow of Investment from Taiwan as of 1 January 2022 |
Investment Flows | Investment Flows | Accumulated Outflow of Investment from Taiwan as of 31 December 2022 |
Net income (loss) of investee company |
Percentage of Ownership |
Investment income (loss) recognized |
Carrying Value as of 31 December 2022 |
Accumulated Inward Remittance of Earnings as of 31 December 2022 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outflow | Inflow | |||||||||||
| JY Sinact | Manufacturing and selling a wide variety of electronic materials. |
USD 9,500,000 | Indirectly investment in Mainland China through companies registered in a third region. |
USD 5,266,000 $164,599 |
$ - | $ - | USD 5,266,000 $164,599 |
$ - | - | $ - | $ - | $ - |
| Shang Hai Comtek Electronics Trading Co., ltd. |
Selling a wide variety of electronic materials. |
USD 160,000 | Indirectly investment in Mainland China through companies registered in a third region. |
USD 104,000 $3,302 |
$ - | $ - | USD 104,000 $3,302 |
$ - | - | $ - | $ - | $ - |
| Dong Guan CMK | Manufacturing and selling a wide variety of connectors, wires and cables. |
USD 1,000,000 | Indirectly investment in Mainland China through companies registered in a third region. |
USD 645,000 $20,768 |
$ - | $ - | USD 645,000 $20,768 |
$ - | - | $ - | $ - | $ - |
| T-CONN Zhongshan | Manufacturing and selling a wide variety of connectors, wires and cables. |
USD 9,300,000 | Directly investment in Mainland China. |
USD 3,686,000 $117,529 |
$ - | $ - | USD 3,686,000 $117,529 |
$75,291 | 57.45% | $43,255 Note 2 |
$352,251 | $ - |
| BJSB TongAn | Manufacturing and selling a wide variety of connectors, wires and cables. |
RMB152,000,000 | Directly investment in Mainland China. |
USD 3,000,000 $89,134 |
$ - | $ - | USD 3,000,000 $89,134 |
$304,915 | 85.53% | $263,550 Note 1 |
$2,162,814 | $1,264,302 |
| USD 52,087,000 USD 53,420,000 N/A(Note3) Upper Limit on Investment Accumulated Investment in Mainland China as of 31 December 2022 Investment Amounts Authorized by Investment Commission, MOEA |
||||||||||||
| Accumulated Investment in Mainland China as of 31 December 2022 |
Investment Amounts Authorized by Investment Commission, MOEA |
Upper Limit on Investment | ||||||||||
| USD 52,087,000 | USD 53,420,000 | N/A(Note3) |
Note 1: Based on the financial statements certificated by the public accountant of the parent company in Taiwan.
Note 2: The financial statements were audited by other independent accountants.
Note 3: According to Order No. Jing-Shen-Zi-09704604680 issued by Ministry of Economic Affairs, R.O.C., the Company's investment in Mainland China is not limited to 60% of net worth or consolidated net worth specified by the Investment Commission.
378
-
VI. Any insolvency to the Company and its subsidiaries in the previous period to the date this report was printed, and the influence on the financial position of the Company: None.
-
379 -
Chapter VII. Review and analysis of financial position and performance, and risks
- I. Financial position: the principal cause and the influence of significant change in assets, liability and shareholder equity in the last 2 years, and the plan in response to the changes in the future:
Unit: NT$1,000
| Year Item |
2021 |
2022 | Variation | Variation |
|---|---|---|---|---|
| Amount | % |
|||
| Current assets | 22,056,872 | 27,654,708 | 5,597,836 | 25.38 |
| Fixed assets | 2,828,071 | 3,042,740 | 214,669 | 7.59 |
| Other assets | 441,705 | 545,214 | 103,509 | 23.43 |
| Total assets | 27,148,720 | 32,977,383 | 5,828,663 | 21.47 |
| Current liabilities | 14,376,646 | 17,785,324 | 3,408,678 | 23.71 |
| Long-term liabilities | 1,005,334 | 967,672 | (37,662) | (3.75) |
| Total liabilities | 16,013,340 | 19,504,319 | 3,490,979 | 21.8 |
| Capital stock | 2,342,060 | 2,385,041 | 42,981 | 1.84 |
| Additional paid-in capital | 2,190,472 | 3,067,205 | 876,733 | 40.02 |
| Retained earnings | 6,207,190 | 7,451,950 | 1,244,760 | 20.05 |
| Total shareholders equity | 11,135,380 |
13,473,064 | 2,337,684 | 20.99 |
Note:I. The increase of current assets was caused by the increase of account receivable and inventory.II. The increase of other assets was caused by the increase of prepayment for equipment purchase. III. The increase of current liabilities was caused bythe increase of unearned sales revenue. |
- II. Financial performance: The principal cause to the revenue, operating income, and earnings before taxation in the last 2 years, the quantity of projected sale and the reference, and the plan in response to the changes in the future:
Unit: NT$1,000
| 2021 | 2021 | 2022 | 2022 | Amount change |
Ratio of change % |
|
|---|---|---|---|---|---|---|
| Subtotal | Total | Subtotal | Total | |||
| Total revenue Less: sales return and discount Sales revenue Other sales revenue Net sales Operating costs Gross profit Less: unrealized gross profit at the end of the period Add: realized gross profit at the beginning of the period |
(80,690) |
25,611,396 (80,690) 25,530,706 - 25,530,706 (19,121,511) 6,409,195 |
(139,430) |
30,714,230 (139,430) 30,574,800 - 30,574,800 (22,843,276) 7,731,524 |
5,102,834 (58,740) 5,044,094 5,044,094 (3,721,765) 1,322,329 |
19.92 72.80 19.76 19.76 19.46 20.63 |
- 380 -
| 2021 | 2021 | 2022 | 2022 | 2022 | Amount change |
Ratio of change % |
Ratio of change % |
||
|---|---|---|---|---|---|---|---|---|---|
| Subtotal | Total | Subtotal | Total | ||||||
| Net gross margin Operating expense Operating income Non-operating incomes and expenses EBT of continued operations Income tax expense Net income of continued operations |
6,409,195 (3,621,336) 2,787,859 240,841 3,028,700 (540,871) 2,487,829 |
7,731,524 (4,405,075) 3,326,449 516,016 3,842,465 (819,435) 3,023,030 |
1,322,329 (783,739) 538,590 275,175 813,765 (278,564) 535,201 |
20.63 21.64 19.32 114.26 26.87 51.50 21.51 |
|||||
| Note to analysis of the ratios of the changes: The increase of non-operating income and expenses was caused by the exchange rate in USD. |
increase of exchange gain under the |
III. Cash flows:
(I) Liquidity analysis of the last 2 years:
| Year Item |
2021 | 2022 | Ratio of change |
|---|---|---|---|
| Cash flow ratio | 9.35% | 13.98% | 4.63% |
| Cash flow adequacyratio | 30.72% | 35.76% | 5.04% |
| Cash reinvestment ratio | -0.82% | 4.95% | 5.77% |
| I. Note: The change in cash flow adequacy ratio was caused by the increase of net cash flow from operation. |
(II) Liquidity analysis in the year ahead:
| Unit: NT$1,000 | Unit: NT$1,000 | ||||
|---|---|---|---|---|---|
| Cash balance at the beginning of the period (1) |
Projected net cash flow from operation in the period (2) |
Projected cash outflow in the period (3) |
Projected amount of cash surplus (deficit) (1)+(2)-(3) |
Remedy for projected cash deficit | |
| Investment plan | Wealth management plan |
||||
| 5,108,757 | 3,369,387 | 2,578,109 | 5,900,035 | - | - |
-
IV. The influence of significant capital spending in the previous year on the financial position of the Company:
-
(I) The utilization of significant capital spending and the source of capital: None.
-
(II) Expected result: None.
-
381 -
-
V. The direct investment policy of the previous period, the principal cause of profit or loss,
corrective action plan, and the investment plan in the year ahead:
| Unit: NT$1,000 | Unit: NT$1,000 | ||||
|---|---|---|---|---|---|
| Description Item |
Capital investment to December 31 2022 |
Policy | Principal cause of profit or loss |
Corrective action plan |
Other investment plans in the future |
| Hong Kong SINBON Electronics Co., Ltd. |
401,262 | Cargo and capital center of Mainland China, and international trade |
The operation of this company yields result. |
- |
- |
| SINBON International Enterprise Co., Ltd. |
1,461,158 | Consideration of the framework of direct investment of the group and international trade. |
The operation of the subsidiary of this company yields result. |
- |
- |
| Kwan Ze Corporation Ltd. |
235,600 | Specialized in investment in Taiwan |
The operation of the subsidiary of this company yields result. |
- |
- |
| Beijing SINBON TongAn Renewable Energy Co., Ltd. |
89,134 | Development and service to the customers in north China |
The operation of this company yields result. |
- | - |
| SINBON USA LLC. | 274,591 | Development of new accounts in the USA |
This company is at the stage of development in operation |
Continue to development new accounts in the USA |
- |
| Radbon Avionics Inc. |
33,000 | Development of aviationproducts |
The operation of this company yields result. |
- | - |
| SINBON Europe GmbH |
185,241 | Development of new accounts in Europe |
This company is at the stage of development in operation |
Continue to develop business in Europe |
- |
| T-CONN Precision Corporation |
157,360 | Production and tradingof connectors |
The operation of this company yields result. |
- | - |
| SINBON Hungary Kft |
455,501 | Development of new accounts in Europe |
This company is at the stage of development in operation |
Continue to develop business in Europe |
- |
| SINTOP Energy Management Co., Ltd. |
6,804 | Regenerated resources investment and management consultingservice. |
The operation of this company yields result. |
- | - |
VI. Risks:
-
(I) The influence of interest rate and exchange rate fluctuation, and inflation on the income of the Company in the previous period, and the policy in response to the influence in the future:
-
The influence of the changes in interest rate in the previous period on the income of Company and the policy in response to the changes in the future: The Company will continue to observe any change in the market and avoid any
-
382 -
possible risks at the right moment so as to reduce the risk possibly caused by interest rate change.
-
The influence of the changes in exchange rate on the income of the Company in the previous period and the policy in response to the changes in the future: The Company recognized net exchange gain amounting to NT$261,435 thousand in 2022, and has proceeded to hedge off the exchange risk to avoid negative effect on the income due to exchange rate fluctuation.
-
The influence of inflation on the income of the Company in the previous period and the policy in response to inflation in the future: No unfavorable effect.
-
(II) The policy of engagement in high risk and high leveraged investment, loaning of funds to third parties, endorsement and guarantee, and derivative trade, the principal cause of profit or loss, and the policy in response in the future:
-
The Company did not engage in high risk and high leveraged investment in 2022.
-
The Company undertook endorsement and guarantee in 2022 mainly for the surety of the subsidiaries in borrowing from banks and proceeded in accordance with the “Regulations Governing Endorsement and Guarantee”. The upper limit of endorsement and guarantee by the Company is NT$12,633,499 thousand. As of the 2022.12.31, the balance of endorsement and guarantee undertaken by the Company amounted to NT$3,405,653 thousand.
-
(III) The R&D Plan in the future and the projected investment in R&D:
The R&D spending of the Company and group in 2022 amounted to NT$950,978 thousand, which was an increase of 12% from the same period of the previous year. This involved the proactive development of electronic parts and components for IoT, warehouse automation equipment, smart cars, green industries, robotic application, and smart home, and the continued improvement of factory equipment efficiency. It is expected that the group will invest at least NT$300 million or 3% of its revenue in R&D every year in the future.
-
(IV) The influence of the changes in important policies and the regulatory environment at home and overseas on the financial position and operation of the Company, and the policy in response to the changes: None.
-
(V) The influence of technological changes (including the risk of information security) and industrial changes on the financial position and operation of the Company, and the policy in response to the changes:
-
383 -
The Company responds to the rapid changes in technology and industry with a professional R&D team that can develop products to the needs of the customers for strengthening our competitive power.
- (VI) The influence of the change in corporate image on crisis management, and the policy in response to the change:
The Company listed its stock at TWSE on August 26 2002 for trading. This could help to improve the corporate image. In the wake of the internationalization of its scale of operation, the increasing sophistication of impact and challenges of the changes in the global economic environment, the Company identifies the risks that may affect the sustainability from the routine operation, and map out related management strategy and action plans to reduce the possible risk of interruption in operation. SINBON Electronics is a stakeholder to the customers, shareholders, employees, and the community, and will continue its effort in creating value for economic, environmental and social sustainability. In the course of pursuing its goal, SINBON Electronics seeks to identify, control the risks deserving the attention of enterprises in corporate management with a viable risk management organizational structure and through stepwise pursuit, and minimize possible risk through risk transfer, dissipation and aversion, and turn the risk into opportunity in operation.
-
(VII) The expected result, possible risks from mergers & acquisitions, and the policy in response to the situation: Not applicable.
-
(VIII) The expected result and possible risk from capacity expansion, and the policy in response to the situation:
The capacity expansion of Miaoli Plant of the Company is expected to bring in higher revenue in Taiwan, mitigate the influence of the burden of tariff deriving from China-US trade, and create more local jobs. The possible risks will be the amount of revenue and profit falling below the expected level in which case idle capacity and declined capacity utilization will be resulted. Accordingly, the cost of product will rise. Under such circumstance, the group may switch orders or develop other business as relief.
-
(IX) The risks deriving for concentration of purchase or sale, and the policy in response to the situation: Not applicable.
-
(X) The influence and risk of massive transfer or swap of equity shares by Directors, Supervisors, or the Shareholders holding more than 10% of company shares, and the policy in response to the situation: None.
-
(XI) The influence and risk of the change in the ownership of the Company, and the policy in response to the change: Not applicable.
-
384 -
-
(XII) In litigation or non-contentious cases, specify major cases of litigation, voluntary jurisdiction or administrative appeal involving the Company, the Directors, Supervisors, General Manager, the actual person in charge, shareholders holding more than 10% of the company shares, with ruling or in proceeding, and the result of which may cause significant influence on shareholders equity or stock price. Disclose the facts of the contentions, the targeted amount, the date of the commencement of the proceedings, major litigants, and the status of the proceedings to the date this report was printed: Not applicable.
-
(XIII) Other risks and policies in response to the risks:
-
Information security risk assessment and analysis and the policy in response to the risk:
For additional information, refer to page 129, on information security management.
Additional information: None.
- 385 -
Chapter VIII. Additional information:
-
I. Profiles of the affiliates:
-
(I) Consolidated Business Report on Affiliates
- Organizational chart of affiliates:
December 31 2022
==> picture [433 x 362] intentionally omitted <==
- 386 -
Profiles of the affiliates
| Name of Enterprise | Date of establishment |
Paid-in capital | Address | Principal business or products |
|---|---|---|---|---|
| Beijing SINBON Electronics Co., Ltd. |
1993.12.20 | USD1.904 million | No. 26, Lain Dong U Gu, No. 15, Jingshengnansi Street, Maquqiao, Tongzhou District, Beijing |
Production and sale of various types of connectors |
| Hong Kong SINBON Electronics Co., Ltd. |
1995.6.20 | HK$95.61 million | Room 1805, No. 50, Lemmi Centre, Hoi Yuen Road, Kwun Tong, Kowloon, Hong Kong |
Production and sale of various types of connectors and electronic parts and components |
| Shanghai SINBON Electronics Co., Ltd. |
1996.3.21 | USD3.28 million | 3rd Floor, Tower 60, No. 461, Hongcao Road, Shanghai |
Production and sale of various types of connectors and electronic parts and components |
| SINBON International Enterprise Co.,Ltd. |
2000.10.24 | USD53.28 million | P.O. Box 3340, ROAD TOWN, TORTOLA, BRITISH VIRGIN ISLAND |
General investment |
| Jiangyin SINBON Electronics Co., Ltd. |
2000.12.20 | USD37.78 million | No. 288, Chengjiangzhong Road, Jiangyin City, Suzhou Province. |
Production and sale of connection cords, electronic components, electrical and electronic components, and computer peripherals, and the research, development, production and sale of GPS module. |
| Shenzhen SINBON Electronics Co., Ltd. |
2001.5.9 | USD2.8 million | 518040 1605-1608, Xisongde Garden Office Building, Xiameiliner Street, Futian District, Shenzhen |
Production and sale of various types of connectors and electronic parts and components |
| Kwan-Ze Corporation Ltd. |
2003.01.22 | NT$252 million | 4F.-1, No. 79, Sec. 1, Xintai 5th Rd., Xizhi Dist.,New Taipei City |
Trading of electronic materials and general investment |
| Tong Cheng SINBON Electronics Co., Ltd. |
2007.07.13 | USD17 million | No. 168, Xinlong Road, Tongcheng Economic Development Zone |
Production and sale of various types of electronic connectors and connection cords |
- 387 -
| Name of Enterprise | Date of establishment |
Paid-in capital | Address | Principal business or products |
|---|---|---|---|---|
| Beijing SINBON TongAn Renewable Energy Co., Ltd. |
2012.02.16 | CNY152 million | No. 26, Lain Dong U Gu, No. 15, Jingshengnansi Street, Maquqiao, Tongzhou District, Beijing |
Production and sale of various types of electronic connectors and connection cords |
| Worldwide Wire Harnesses Co.,Ltd. |
2007.04.24 | USD0.15 million | Samoa | Overseas sale center |
| SINBON Technologies Tennessee Co.,LLC. |
2007.08.16 | USD0.15 million | 211 Industrial Park Drive Cumberland City, TN 37050 |
Overseas sale center |
| SINBON USA LLC. | 2014.05.29 | USD8.978 million | 4265 Gibson Dr., Tipp City ,Ohio 45371 |
Overseas sale center |
| SINBON Ohio LLC. | 1993.12.30 | USD5.187 million | 815 South Brown School Road Vandalia, OH 45377,USA |
Sale of various types of electronic connectors and connection cords |
| Radbon Avionics Inc. |
2015.12.28 | NT$140 million | No. 582, Kuohua Rd., Miaoli City, Miaoli County |
Production and sale of various types of connectors |
| T-CONN Precision Co., Ltd. |
2002.1.18 | NT$367.5 million | 4F.-3, No. 79, Sec. 3, Xintai 5th Rd., Xizhi Dist.,New Taipei City |
Sale of connectors and other electronic parts and components |
| T-CONN Precision (Zhongshan) Co., Ltd. |
2001.12.21 | CNY69.2 million | No. 46, Zhongshan Huoju Frontier Technology Development Zone, Zhongshan City, Guangdong Province, China |
Sale and production of connectors and other electronic parts and components |
| Super Progressive Limited |
2003.01.30 | USD0.1 million | 2nd Floor, Felix House, 24 Dr. Joseph Riviere Street, Port Louis, Republic of Mauritius |
Offshore trade center |
| SINBON Europe GmbH |
2015.9 | EUR 5.21 million | Passauer Str. 99 84347 Pfarrkirchen |
General investment |
| SINBON Hungary Kft | 1996.12.16 | HUF 22 million | Tatabánya, Tarjáni út 1, 2800 |
Trading and processing of electronic connectors, and wire harness |
| Jiangsu ENMAGIC Energy Co., Ltd. |
2017.07.21 | CNY30 million | No. 6, Dongshengxi Road, Chengdong Sub-District, Jiangyin Frontier Technology and Industrial Development Zone,Jiangyin,Wuxi City |
Trading of electronic connectors and wire harness |
- 388 -
| Name of Enterprise | Date of establishment |
Paid-in capital | Address | Principal business or products |
|---|---|---|---|---|
| Kunshan ENMAGIC Energy Co., Ltd. |
2018.09.30 | CNY3 million | No. 150, Bowei Road, Zhangpu Town, Kunshan City |
Dispersed PV power generation: PV power station project design, construction, operation, and maintenance; consulting service of PV power station related know-how |
| Enmagic Renewable Energy Co., Ltd. |
2020.02.26 | NT$45 million | 1F., No. 15, Ln. 588, Guohua Rd., Miaoli City, Miaoli County |
Production and sale of various types of electronic connectors and connection cord |
| Xuzhou ENMAGIC Energy Co., Ltd. |
2021.03.23 | CNY10 million | South side of Beixinxin Road, North of Yangshan Road at East side of Gaoxin Road, Xuzhou Economic and Technology Development Zone. |
Development of new energy technology |
| SINTOP Energy Management Co., Ltd. |
2021.04.28 | NT$12.7 million | 4F.-1, No. 79, Sec. 1, Xintai 5th Rd., Xizhi Dist., New Taipei City |
Regenerated resources investment and management consulting service |
- Information on presumed control and in dominant-subordination relation: none.
3. Directors, Supervisors and General Manager of affiliate
| Name of Enterprise |
Occupation title |
Name or representative | Shares in holding | Shares in holding |
|---|---|---|---|---|
| Quantity of shares | Proportion of shareholding |
|||
| Beijing SINBON Electronics Co., Ltd. |
Chairman Directors Supervisors |
Shao-Hsin, Wang Chun-Chiang, Wang; Wei-Ming, Liarng Chi-Chou,Chang |
- | 85.53% |
| Hong Kong SINBON Electronics Co., Ltd. |
Directors | Shao-Hsin, Wang; Wei-Ming, Liarng; Wen-Sen, Huang; Chi-Chou, Chang |
- | 100.00% |
| Shanghai SINBON Electronics Co., Ltd. |
Chairman Directors Supervisors |
Shao-Hsin, Wang Wei-Ming, Liarng; Hsiu-Sui, Lin Chi-Chou, Chang |
- | 100.00% |
- 389 -
| Name of Enterprise |
Occupation title |
Name or representative | Shares in holding | Shares in holding |
|---|---|---|---|---|
| Quantity of shares | Proportion of shareholding |
|||
| SINBON International Enterprise Co., Ltd. |
Chairman | Shao-Hsin, Wang | - | 100.00% |
| Jiangyin SINBON Electronics Co., Ltd. |
Chairman Directors Supervisors |
Shao-Hsin, Wang Wei-Ming, Liarng; Chi-Chou, Chang; Yen-Hua, Wang; Hsing-Chun, Wu Wen-Sen,Huang |
- | 100.00% |
| Shenzhen SINBON Electronics Co., Ltd. |
Chairman Directors Supervisors |
Shao-Hsin, Wang Wei-Ming, Liarng; Hsiu-Sui, Lin Chi-Chou, Chang |
- | 100.00% |
| Kwan-Ze Corporation Ltd. |
Chairman Directors Supervisors |
Shao-Hsin, Wang Hsin-Chih, Yeh; Chi-Chou, Chang Chun-Chiang, Wang (The above persons are representatives of SINBON Electronics Co.,Ltd.) |
25,200,000 shares | 100.00% |
| Tong Cheng SINBON Electronics Co., Ltd. |
Chairman Directors Supervisors |
Wei-Ming, Liarng Chi-Chou, Chang; Kuo-Tsai, Sung Wen-Sen, Huang |
- | 100.00% |
| Beijing SINBON TongAn Renewable Energy Co., Ltd. |
Chairman Directors Supervisors |
Shao-Hsin, Wang Chun-Chiang, Wang; Wei-Ming, Liarng; Hsiao-Hung, Chiang; Mei, Tung Chi-Chou, Chang; Pao-Lin, Ma; Yung, Tsui |
130,000,000 shares | 85.53% |
| Worldwide Wire Harnesses Co., Ltd. |
Directors Directors Directors |
Wei-Ming, Liarng Tzu-Wei, Lin LESLIE ROY WELCH |
- | 50.00% |
| SINBON Technologies Tennessee Co., LLC. |
Directors Directors Directors |
Wei-Ming, Liarng Tzu-Wei, Lin LESLIE ROY WELCH |
- | 50.00% |
| SINBON USA LLC | Chairman | John Chrupcala | - | 100.00% |
| SINBON Ohio LLC | Chairman | John Chrupcala (representatives of SINBON Electronics Co.,Ltd.) |
- | 100.00% |
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| Name of Enterprise |
Occupation title |
Name or representative | Shares in holding | Shares in holding |
|---|---|---|---|---|
| Quantity of shares | Proportion of shareholding |
|||
| Radbon Avionics Inc. |
Chairman Directors Supervisors |
Chi-Chung, Chen Kuo-Hung, Wang; Te-Cheng, Chiu, (the above persons are representatives of SINBON Electronics Co., Ltd.) Hsiu-Chen, Hsu; Chien-Heng, Liu( Representatives of NCSIST) Shu-Hui,Chen;Min-Cheng,Lin |
7,700,000 shares | 55.00% |
| T-CONN Precision Co., Ltd. |
Chairman Directors Directors Independent Director |
Hsin-Chih, Yeh Shao-Hsin, Wang (The above 2 persons are the representatives of SINBON Electronics Co., Ltd.) Kao-Ling, Chiu (representative of Wistron) Te-Cheng, Chiu Feng-Chih, Huang; Hung-Wen, Lin; Yung-Sheng,Chang |
21,112,650 shares | 57.45% |
| T-CONN Precision (Zhongshan) Co.,Ltd. |
Chairman Directors Directors Supervisors |
Hsin-Chih, Yeh Shao-Hsin, Wang Shih-Chieh, Chen Chi-Chou,Chang |
- | 57.45% |
| Super Progressive Limited |
Chairman | Hsin-Chih, Yeh | - | 57.45% |
| SINBON Europe GmbH |
Chairman | Wen-Sen, Huang | - | 100% |
| SINBON Hungary Kft |
Chairman | Barrie Ryan | - | 100% |
| Jiangsu ENMAGIC Energy Co.,Ltd. |
Chairman Directors Supervisors |
Wei-Ming, Liarng Chi-Chou, Chang; Chun-Chiang, Wang Yeh,Liu |
- |
85.53% |
| Kunshan ENMAGIC Energy Co.,Ltd. |
Directors Supervisors |
Chun-Chiang, Wang Chi-Chou, Chang |
- | 85.53% |
| Enmagic Renewable Energy Co., Ltd. |
Chairman Directors Supervisors |
Shao-Hsin, Wang Wei-Ming, Liarng; Chun-Chiang, Wang (The above persons are representatives of Beijing SINBON TongAn Renewable Energy Co., Ltd.) Chi-Chou,Chang |
4,500,000 shares | 85.53% |
| Xuzhou ENMAGIC Energy Co.,Ltd. |
Chairman Directors Supervisors |
Chun-Chiang, Wang Ching, Chin; Yung, Tsui Yang-Yi,Lin |
- | 85.53% |
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| Name of Enterprise |
Occupation title |
Name or representative | Shares in holding | Shares in holding |
|---|---|---|---|---|
| Quantity of shares | Proportion of shareholding |
|||
| SINTOP Energy Management Co., Ltd. |
Chairman Directors Supervisors |
Wei-Ming, Liarng Yi-Hsien, Lin (The above 2 persons are the representatives of SINBON Electronics Co., Ltd.) Ching-Fu, Chang (representative of TOP Taiwan Investment Co, Ltd.) Chi-Chou,Chang;Chien-Jung,Chen |
680,400 shares | 53.57% |
4. Operation of the affiliates (2022):
| Name of Enterprise |
Stated capital |
Total assets | Total liabilities |
Net worth | Revenue | Operating income |
Income in current period (after taxation) |
Earnings per share (after taxation) |
|---|---|---|---|---|---|---|---|---|
| Beijing SINBON Electronics Co., Ltd. (Unit: CNY) |
12,828,851.80 | 32,470,740.32 |
805,116.51 |
31,665,623.81 | - |
(1,536,324.37) |
1,562,548.22 |
- |
| Hong Kong SINBON Electronics Co., Ltd. (Unit: HKD) |
95,606,400 | 1,422,856,535 |
1,065,173,940 |
357,682,595 |
1,828,624,200 |
253,759,128 |
252,233,367 |
- |
| Shanghai SINBON Electronics Co., Ltd. (Unit: CNY) |
25,401,762.00 | 104,011,612.03 |
52,389,383.95 |
51,622,228.08 | 145,000,916.42 |
9,365,050.32 |
5,092,475.48 |
- |
| SINBON International Enterprise Company Limited (Unit: USD) |
53,281,715 | 196,663,866 |
- |
196,663,866 |
- |
- |
41,123,247 |
- |
| Jiangyin SINBON Electronics Co., Ltd. (Unit: CNY) |
286,025,460 | 1,923,677,521.54 | 863,502,861.43 | 1,060,174,660.11 | 3,083,393,177.35 | 252,609,689.31 | 230,453,101.08 | - |
| Shenzhen SINBON Electronics Co., Ltd. (Unit: CNY) |
17,924,154.88 | 92,898,854.02 |
30,658,470.62 |
62,240,383.40 | 108,340,497.87 |
9,112,799.71 |
5,803,514.92 |
- |
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| Name of Enterprise |
Stated capital |
Total assets | Total liabilities |
Net worth | Revenue | Operating income |
Income in current period (after taxation) |
Earnings per share (after taxation) |
|---|---|---|---|---|---|---|---|---|
| Kwan-Ze Corporation Ltd. (Unit: NTD) |
252,000,000 | 700,256,193 |
1,184,788 |
699,071,405 |
- |
(72,620) |
131,869,313 |
- |
| Tong Cheng SINBON Electronics Co., Ltd. (Unit: CNY) |
115,869,100 | 364,727,698.48 |
159,334,761.81 | 205,392,936.67 | 344,277,121.02 |
47,554,079.78 |
43,662,218.97 |
- |
| Beijing SINBON TongAn Renewable Energy Co., Ltd. (Unit: CNY) |
152,000,000 | 719,122,601.38 |
146,624,811.43 | 572,497,789.95 | 447,164,757.44 |
25,820,165.85 |
68,915,874.82 |
- |
| SINBON USA LLC. (Unit: USD) |
8,978,735 | 7,980,817 |
4,575,283 |
3,405,533 |
16,422,011 |
(1,101,146) |
(1,329,096) |
- |
| Radbon Avionics Inc. (Unit: NTD) |
140,000,000 | 376,861,757 |
76,374,297 |
300,487,460 |
430,629,372 |
134,170,519 |
105,929,972 |
- |
| T-CONN Precision Co., Ltd. (Unit: NT$1,000) |
367,500 | 1,610,829 |
844,388 |
766,441 |
990,346 |
28,618 |
121,343 |
- |
| T-CONN Precision (Zhongshan) Co., Ltd. (Unit: CNY) |
69,199,908 | 141,313,292 |
60,626,259 |
80,687,033 |
177,242,957 |
17,071,528 |
17,016,934 |
- |
| Super Progressive Limited (Unit: USD) |
100,000 | 0 |
0 |
0 |
0 |
(146,323) |
(145,438) |
- |
| Worldwide Wire Harnesses Co., Ltd. (Unit: USD) |
150,000 | 291,668 |
65 |
291,603 |
- |
- |
53,128 |
- |
| SINBON Technologies Tennessee Co., LLC. (Unit: USD) |
139,980 | 1,221,724 |
1,180,202 |
41,523 |
928,509 |
(32,676) |
53,128 |
- |
| SINBON Europe GmbH (Unit: EUR) |
5,208,773 | 249,709 |
104,405 |
145,304 |
372,000 |
41,632 |
43,084 |
- |
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| Name of Enterprise |
Stated capital |
Total assets | Total liabilities |
Net worth | Revenue | Operating income |
Income in current period (after taxation) |
Earnings per share (after taxation) |
|---|---|---|---|---|---|---|---|---|
| SINBON Hungary Kft (Unit: HUF 1,000) |
22,000 | 3,424,173 |
3,590,545 |
(166,372) |
3,906,488 |
(-356,419) |
(630,465) |
- |
| Jiangsu ENMAGIC Energy Co., Ltd. (Unit: CNY) |
30,000,000 | 445,698,898.85 |
338,675,018.65 | 107,023,880.20 | 389,235,103.40 |
41,442,546.71 |
29,476,328.23 |
- |
| Kunshan ENMAGIC Energy Co., Ltd. (Unit: CNY) |
3,000,000 | 3,363,580 |
3,600 |
3,359,980 |
167,109 |
100,221 |
100,333 |
- |
| SINBON Ohio LLC (Unit: USD) |
5,187,070 |
14,402,393 |
14,061,295 |
341,098 |
22,205,876 |
(597,419) |
(850,197) |
- |
| Enmagic Renewable Energy Co., Ltd. (Unit: NTD) |
45,000,000 | 345,622,993 |
302,042,144 |
43,580,849 |
131,944,103 |
3,368,708 |
4,466,163 |
- |
| Xuzhou ENMAGIC Energy Co., Ltd. (Unit: CNY) |
10,000,000 | 130,489,079.31 |
123,211,549.92 | 7,277,529.39 |
103,552,563.70 |
(2,008,377.15) |
(2,179,612.22) | - |
| SINTOP Energy Management Co., Ltd. (Unit: NTD) |
12,700,000 | 17,998,641 |
747,344 |
17,251,297 |
7,147,834 |
5,345,273 |
4,290,977 |
- |
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(II) Consolidated Financial Statements
Declaration
In 2022 (from January 1, 2022 to December 31, 2022), the related entities that are required to be included in the preparation of the consolidated financial statements of the Company, under the “Criteria Governing the Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises” are the same as those defined in International Financial Reporting Standards (IFRS) No. 10 "Consolidated Financial Statements." In addition, the information which shall be disclosed in the combined financial statements of affiliated companies is included in the consolidated financial statements of the parent company. Consequently, there will be no separate preparation of combined financial statements of affiliated companies.
Your kind attention will be appreciated
SINBON Electronics Co., Ltd.
Legal Representative: Shao-Hsin, Wang
March 9 2023, Thursday
-
395 -
-
II. Offering of securities through private placement in the previous period to the date this report was printed: None.
-
III. The holding or disposal of the shares issued by the Company by subsidiaries in the previous period to the date this report was printed.: none.
-
IV. Supplementary information: None.
-
Chapter IX. The occurrence of the incidents as stated in subparagraph 2 of Paragraph 3 under Article 36 of this law that caused significant influence on shareholders equipment or stock price in the previous period to the date this report was printed
Not applicable
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